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HomeMy WebLinkAboutAVI Systems Inc; 2020-07-16; 2020-MPW/IT14Tracking #: 2020-MPW/IT14 Council Chambers Display & Spare TSW Page 1 of 8 City Attorney Approved 1/22/2020 CITY OF CARLSBAD MINOR PUBLIC WORKS CONTRACT COUNCIL CHAMBERS DISPLAY AND SPARE TSW ($60,000 or Less) This agreement is made on the ______________ day of _________________________, 20___, by the City of Carlsbad, California, a municipal corporation, (hereinafter called "City"), and AVI Systems, Inc. whose principal place of business is 10070 Willow Creek Road, San Diego, CA 92131-1623 (hereinafter called "Contractor"). City and Contractor agree as follows: DESCRIPTION OF WORK. Contractor shall perform all work specified in the Contract documents for the project described by these Contract Documents (hereinafter called "Project"). PROVISIONS OF LABOR AND MATERIALS. Contractor shall provide all labor, materials, tools, equipment, and personnel to perform the work specified by the Contract Documents unless excepted elsewhere in this Contract. CONTRACT DOCUMENTS. The Contract Documents consist of this Contract, exhibits to this Contract, Contractor's Proposal, the Plans and Specifications, the General Provisions, addendum(s) to said Plans and Specifications, and all proper amendments and changes made thereto in accordance with this Contract or the Plans and Specifications, all of which are incorporated herein by this reference. When in conflict, this Contract will supersede terms and conditions in the Contractor’s proposal. LABOR. Contractor will employ only skilled workers and abide by all State laws and City of Carlsbad Ordinances governing labor. GUARANTEE. Contractor guarantees all labor and materials furnished and agrees to complete the Project in accordance with directions and subject to inspection approval and acceptance by: Ruthann Pearlman (City Project Manager) PAYMENT. The City shall withhold retention as required by Public Contract Code Section 9203. WAGE RATES. The general prevailing rate of wages for each craft or type of worker needed to execute the Contract shall be those as determined by the Director of Industrial Relations pursuant to Sections 1770, 1773 and 1773.1 of the Labor Code. Pursuant to Section 1773.2 of the Labor Code, a current copy of the 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 workers employed by him or her in execution of the Contract. Contractor shall be responsible for insuring compliance with provisions of section 1777.5 of the Labor Code and section 4100 et seq. of the Public Contracts Code, "Subletting and Subcontracting Fair Practices Act." The City Engineer is the City's "duly authorized officer" for the purposes of section 4107 and 4107.5. The provisions of Part 7, Chapter 1, of the Labor Code commencing with section 1720 shall apply to the Contract for work. A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Section 1725.5. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F 16th 20July Tracking #: 2020-MPW/IT14 Council Chambers Display & Spare TSW Page 2 of 8 City Attorney Approved 1/22/2020 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. FALSE CLAIMS. Contractor hereby agrees that any contract claim submitted to the City must be asserted as part of the contract process as set forth in this agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act, 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 the information. The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference. Contractor hereby acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein the contractor may be prevented from further bidding on public contracts for a period of up to five years and that debarment by another jurisdiction is grounds for the City of Carlsbad to disqualify the Contractor or subcontractor from participating in contract bidding. Signature: ___________________________________ Print Name: ___________________________________ REQUIRED INSURANCE. The successful contractor shall provide to the City of Carlsbad, a Certification of Commercial General Liability and Property Damage Insurance and a Certificate of Workers’ Compensation Insurance indicating coverage in a form approved by the California Insurance Commission. The certificates shall indicate coverage during the period of the contract and must be furnished to the City prior to the start of work. The minimum limits of liability insurance are to be placed with California admitted insurers that 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. Commercial General Liability Insurance of Injuries including accidental death, to any one person in an amount not less than……..$1,000,000 Subject to the same limit for each person on account of one accident in an amount not less than ….…$1,000,000 Property damage insurance in an amount of not less than……..$1,000,000 Automobile Liability Insurance in the amount of $1,000,000 combined single limit per accident for bodily injury and property damage. In addition, the auto policy must cover any vehicle used in the performance of the contract, used onsite or offsite, whether owned, non-owned or hired, and whether scheduled or non-scheduled. The automobile insurance certificate must state the coverage is for “any auto” and cannot be limited in any manner. The above policies shall have non-cancellation clauses providing that thirty (30) days written notice shall be given to the City prior to such cancellation. The policies shall name the City of Carlsbad as an additional insured. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 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. DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F David Bunting Tracking #: 2020-MPW/IT14 Council Chambers Display & Spare TSW Page 3 of 8 City Attorney Approved 1/22/2020 INDEMNITY. The Contractor shall assume the defense of, pay all expenses of defense, and indemnify and hold harmless the City, and its officers and employees, from all claims, loss, damage, injury and liability of every kind, nature and description, directly or indirectly arising from or in connection with the performance of the Contract or work; or from any failure or alleged failure of Contractor to comply with any applicable law, rules or regulations including those related to safety and health; and from any and all claims, loss, damages, injury and liability, howsoever the same may be caused, resulting directly or indirectly from the nature of the work covered by the Contract, except for loss or damage caused by the sole or active negligence or willful misconduct of the City. The expenses of defense include all costs and expenses including attorneys’ fees for litigation, arbitration, or other dispute resolution method. JURISDICTION. The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this agreement is San Diego County, California. Start Work: Contractor agrees to start within 30 working days after receipt of Notice to Proceed. Completion: Contractor agrees to complete work within 30 working days after receipt of Notice to Proceed. CONTRACTOR’S INFORMATION. AVI Systems, Inc. 10070 Willow Creek Road (name of Contractor) 792548 (street address) San Diego, CA 92131-1623 (Contractor’s license number) C7-Low Voltage (city/state/zip) 858-653-4300 (license class. and exp. date) 1000036874 (telephone no.) 858-695-7844 (DIR registration number) 6/30/2022 (fax no.) Ryan.Walsh@avisystems.com (DIR registration exp. date) (e-mail address) 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) Information Technology Director (print name/title) By: ATTEST: (sign here) BARBARA ENGLESON City Clerk (print name/title) DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F AVPDavid Bunting for Tracking #: 2020-MPW/IT14 Council Chambers Display & Spare TSW Page 4 of 8 City Attorney Approved 1/22/2020 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, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer 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: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F Tracking #: 2020-MPW/IT14 Council Chambers Display & Spare TSW Page 5 of 8 City Attorney Approved 1/22/2020 EXHIBIT A LISTING OF SUBCONTRACTORS BY GENERAL CONTRACTOR Set forth below is the full name and location of the place of business of each sub-contractor whom the Contractor proposes to subcontract portions of the Project in excess of one-half of one percent of the total bid, and the portion of the Project which will be done by each sub-contractor for each subcontract. NOTE: The Contractor understands that if it fails to specify a sub-contractor for any portion of the Project to be performed under the contract in excess of one-half of one percent of the bid, the contractor shall be deemed to have agreed to perform such portion, and that the Contractor shall not be permitted to sublet or subcontract that portion of the work, except in cases of public emergency or necessity, and then only after a finding, reduced in writing as a public record of the Awarding Authority, setting forth the facts constituting the emergency or necessity in accordance with the provisions of the Subletting and Subcontracting Fair Practices Act (Section 4100 et seq. of the California Public Contract Code). If no subcontractors are to be employed on the project, enter the word "NONE." SUBCONTRACTORS Portion of Project to be Subcontracted Business Name and Address DIR Registration No. License No., Classification & Expiration Date % of Total Contract None 0 Total % Subcontracted: _______________ DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F Tracking #: 2020-MPW/IT14 Council Chambers Display & Spare TSW Page 6 of 8 City Attorney Approved 1/22/2020 EXHIBIT B (ENTER SCOPE OF WORK, SPECIFICATIONS, CONTRACTOR’S PROPOSAL, ETC.) JOB QUOTATION See attached proposal 1002392 dated April 6, 2020 and proposal 101338 dated June 3, 2020. *Includes taxes, fee’s, expenses and all other costs. DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F Tracking#: 2020-MPW/IT14 EXHIBIT C LABOR AND MATERIALS BOND Bond# 30086300 WH EREAS, the City Council of the City of Carlsbad, State of California, has awarded to AVI SYSTEMS, INC. (hereinafter designated as the "Principal"), a Contract for: COUNCIL CHAMBERS DISPLAY AND SPARE TSW in the City of Carlsbad, in strict conformity with the drawings and specifications, and oth er Contract Documents now on file in the Office of the City Clerk of the City of Carlsbad and all of which are incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute said Contract and the terms thereof require the furnishing of a bond , providing that if Principal or any of its subcontractors shall fail to pay for any materials, provisions, provender or other supplies or teams used in, upon or about the performance of the work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to th e extent hereinafter set forth. NOW, THEREFORE, WE, AVI Systems, Inc as Principal, (hereinafter designated as the "Contractor"), and Western Surety Company _______________ as Surety, are held firmly bound unto the City of Carlsbad in the sum of Forty One Thousand Eighty Two Dollars & 17/100*** ______________________ Dollars($ 41,082.17*** ), said sum being an amount equal to: One hundred percent (100%) of the total amount payable under the terms of the Contract by the City of Carlsbad, and for which payment well and truly to be made we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if the Contractor or his/her subcontractors fail to pay for any materials, provisions, provender, supplies, or teams used in, upon, for, or about the performance of the work contracted to be done, or for any other work or labor thereon of any kind, consistent with California Civil Code section 9100, or for am ounts due under the Unemployment Insurance Code with respect to the work or labor performed under this Contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the contractor and subcontractors pursuant to section 13020 of the Unemployment Insurance Code with respect to the work and labor, that the Surety will pay for the same, and, also, in case suit is brought upon the bond, reasonable attorney's fees, to be fixed by the court consistent with California Civil Code section 9554. This bond shall inure to the benefit of any of the persons named in California Civil Code section 9100, so as to give a right of action to those persons or their assigns in any suit brought upon the bond. Surety stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, or to the work to be performed hereunder or the specifications accompanying the same shall affect its obligations on this bond, and it does hereby waive notice of any change, extension of time, alterations or addition to the terms of the contract or to the work or to the specifications. Council Chambers Display & Spare TSW Page 7 of 8 City Attorney Approved 1/22/2020 DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F Tracking#: 2020-MPW/IT14 In the event that Contractor is an individual, it is agreed that the death of any such Contractor shall not exonerate the Surety from its obligations under this bond. Executed by CONTRACTOR this I q + "'-day ,20d.D. CONTRACTOR: A..\/r. SYSTEMS . I NC (name of Co~tractor) By: 7.P ~d;_; ls o-:CtP (sign here) RAND\ Bo R.,TH (print name here) Executed by SURETY this __ 1_7t_h ___ day of __ J_u_ne _______ _, 20~. SURETY: Western Surety Company (name of Surety) 151 N. Franklin St, 17th Floor, Chicago, IL 60606 (address of Surety) 701 -356-817 4 (telephone number of Surety) 'C. TREASLA{l..f-J'¾ Avr.. o'(STcrffi',, {t--JOy: --+-~~--!---¼--+----- (title and organization of signatory) (print name her~ A:v p I frV :r:. SJ ~re:('1 I :r::1'1,. (title and organization of signatory) Gail T. Hayes (printed name of Attorney-in-Fact) (attach corporate resolution showing current power of attorney) (Proper notarial acknowledgment of execution by CONTRACTOR and SURETY must be attached.) (President or vice-president and secretary or assistant secretary must sign for corporations. If only one officer signs, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering that officer to bind the corporation.) APPROVED AS TO FORM: CELIA A. BREWER City Attorney By: UIA,lit-~IA, Assistant City Attorney Council Chambers Display & Spare TSW Page 8 of 8 City Attorney Approved 1/22/2020 DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT Civil Code § 1189 A notary public or other officer completing this certificate verifies only the Identity of the individual who signed the document to which this certificate is attached, and not the truthfullness, accuracy or validity of that document. ••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• State of } June 17, 2020 Amy Glanzer, North Dakota Notary On before me, . ______ .,,.oa"""te________ N1meandflileolNotary NORTH DAKOTA County of __ c_A_s_s ______ _ personally appeared ____ G_ai_l T_._H_a_y_e_s ________________________ _ Name and or Namea of Slgnar(s) Who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within Instrument and acknowleqged to me that b.e/she/they executed the same In his/her/their authorized capaclty(les), and that by his/her/their slgnature(s} on the instrument the person(s), or the entity 1,1pon behalf of which the person(s) acted, executed the Instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph Is true and correct. AMYGlANZER Not~Publle Stattof N Commllllon Ex Place Notary Publlo Seel Above OPTIONAL ------------.-------------------------- Though the fnformatlon below fs not required by law, It may prove valuable to the persons relying on the document snd could prevent fraudulent removal and reattachment of this form to another document, Description of Attached Document Title or Type of Document _______________________________ _ Document Date ___________________ Number of Pages: _________ _ Signer's Name: ______________ _ D Individual □ Corporate Officer -Tltle(s):. ______ _ □ Partner -□ Limited □ General □ Guardian or Conservator ml Attorneyftln•Fact □ Trustee □ Other: -----------Signer Is representing ___ _ Great American Insurance Company rnctn Tl llJMIJl'IIIN r Of ~;K,N~II Topotlhumb □ Individual □ Corporate Officer -Tltle(s): ______ _ □ Partner -D Limited D General □ Guardian or Conservator □ Attorney-in-Fact □ Trustee □ Other: -----------Signer is representing ____ _ nll:tlTTI IIJMIJPI\INT Of-SIGNrn Topollhumb ••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F ACKNOWLEDGMENT OF PRINCIPAL State of 'J<;a •::nio'1AD County of ~'N> ,..,__ On this j=v of ~• .,_, , ;;ooi)bef9J:Dme a Not_a~ubli~ in and for the State of _ '.bAA personally appeared --9-<A.'1::\ct.. 1 ~ know to me to be the J:K u, A , !,ALI,, of the principal described in the within instrument and who executed the same and acknowledge to me that he/she executed the same for on behalf of the said principal. ~ ~~V0 NOTARY PUBLIC (SEAL) DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F Western Surety Company POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT Know All Men By These Presents, That WESTERN SURETY COMPANY, a South Dakota corporation, is a duly organized and existing corporation having its principal office in the City of Sioux Falls, and State of South Dakota, and that it does by virtue of the signature and seal herein affixed hereby make, constitute and appoint Brenda L Parker, Judith L Jorissen, Daniel W Werner, Gail T Hayes, Michael J Boub, Phoebe L Kuntz, Zared Lefor, Charles P Klabo, Anthony Gross, Kristina Holtgard, Ashley Farthing, Amy Glanzer, Kathy Kramer, Senada Ranglall, Susan B Fischer-LeBeau, Individually of Fargo, ND, its true and lawful Attomey(s)-in-Fact with full power and authority hereby conferred to sign, seal and execute for and on its behalf bonds, undertakings and other obligatory instruments of similar nature -In Unlimited Amounts - and to bind it thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said Attorney, pursuant to the authority hereby given, are hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By-Law printed on the reverse hereof, duly adopted, as indicated. by the shareholders of the corporation. In Witness Whereof, WESTERN SURETY COMPANY has caused these presents to be signed by its Vice President and its corporate seal to be hereto affixed on this 24th day of February, 2020. State of South Dakota County of Minnehaha WESTERN SURETY COMPANY On this 24th day of February, 2020, before me personally came Paul T. Bruflat, to me known, who, being by me duly sworn, did depose and say: that he resides in the City of Sioux Falls, State of South Dakota; that he is the Vice President of WESTERN SURETY COMPANY described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporation. My commission expires June 23, 2021 CERTIFICATE J. Mohr, Notary Public I, L. Nelson, Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attorney hereinabove set forth is still in force, and further certify that the By-Law of the corporation printed on the reverse hereof is still in force. In testimony whereof I have hereunto subscribed my name and affixed the seal of the said corporation this 17th day of June 2020 WESTERN SURETY COMPANY Form F4280-7-2012 Go to www.cnasurety.com >Owner/ Obligee Services> Validate Bond Coverage, if you want to verify bond authenticity. DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F I ,. I t Authorizing By-Law ADOPTED BY THE SHAREHOLDERS OF WESTERN SURETY COMP ANY This Power of Attorney is made and executed pursuant to and by authority of the following By-Law duly adopted by the shareholders of the Company. Section 7. All bonds, policies, undertakings, Powers of Attorney, or other obligations of the corporation shall be executed in the corporate name of the Company by the President, Secretary, and Assistant Secretary, Treasurer, or any Vice President, or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys in Fact or agents who shall have authority to issue bonds, policies, or undertakings in the name of the Company. The corporate seal is not necessary for the validity of any bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation. The signature of any such officer and the corporate seal may be printed by facsimile. 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: 1002392 Proposal Date: April 06, 2020 Prepared For: Carlsbad, City of 98in Displays for Council Chambers-Rev.1 Attn: Ruthann Pearlman Prepared By: Ryan Walsh Phone: (858)653-4339 Email: ryan.walsh@avisystems.com Attn: Ruthann Pearlman Attn: Ruthann Pearlman 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)602-7592 Email: Ruthann.Pearlman@carlsbadca.gov Email: Ruthann.Pearlman@carlsbadca.gov Customer Number: 542100 COMMENTS PRODUCTS AND SERVICES SUMMARY Equipment $26,087.78 Integration $5,837.18 Shipping & Handling $972.00 Tax $2,031.48 Grand Total $34,928.44 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: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F RSA: 1002392 Printed on April 6, 2020 Page 2 of 9 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: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F RSA: 1002392 Printed on April 6, 2020 Page 3 of 9 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: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F RSA: 1002392 Printed on April 6, 2020 Page 4 of 9 SERVICES TO BE PROVIDED A. FUNCTIONAL NARRATIVE: City of Carlsbad is looking to replace the existing Planar 2x2 video displays on the east and west walls with 98” displays but maintain the existing functionality of sending content to the side walls. These new displays will be controlled (as the previous Planar displays) from the touch panel. End user workflow for routing video sources and controlling power to these displays will be unchanged. B. SCOPE OF WORK: • AVI will decommission the existing Planar 2x2 Clarity Matrix video wall displays from the West and East walls. The Planar Quad Controllers in the AV closet located near the west wall will be uninstalled. City of Carlsbad Facilities services will provide necessary patch and paint to the wall after de-installing the screens. The Planar displays will be stacked carefully and turned over to Carlsbad staff for future integration at another site. • New Samsung 98” Commercial displays will be provided and installed in the place of the existing Planar monitors. Crestron NVX decoders will be mounted behind the displays to provide serial control and HD video to the displays. This scope and work order assumes that Carlsbad has integrated the new NVX video distribution system. The new displays will be programmed to function identically as the previous Planar displays with the power and routing controls on the end user interface(s). • City of Carlsbad will provide ease of access to AVI for the room(s) necessary to install the systems during normal business hours (Monday – Friday, 8-5) C. EXCLUSIONS: The following work is not included in our Scope of Work: • All conduits, 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 • Structural support of equipment *AVI Systems not responsible for building related vibrations • Installation of ceiling mounted projection screen • All millwork (moldings, trim, cut outs, etc.) • Patching and Painting • Permits (unless specifically provided for and identified within the contract) • Unless otherwise stated the pricing in this agreement does not include prevailing wage or union labor • Unless specifically noted lifts and scaffolding are not included D. 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. E. 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 efficiently and definably progress, the Customer will be charged a fee to reimburse AVI Systems for all lost time and inefficiencies. At this time, the Customer will be presented 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. DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F RSA: 1002392 Printed on April 6, 2020 Page 5 of 9 • There is secure storage for equipment during a multi-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 (unless otherwise noted). • 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 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. F. 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) • Notice of Substantial Completion (see Appendix) – at Customer walk-through – prior to Service transition G. 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 DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F RSA: 1002392 Printed on April 6, 2020 Page 6 of 9 H. AVI SYSTEMS INTEGRATION SERVICES 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. • 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, checkout and testing. • Provide project timeline schedules. • Provide necessary information, as requested, to the owner or other parties involved with this project to ensure that proper AC electrical power and cableways and/or conduits are provided to properly integrate the equipment within the facilities. • Provide manufacturer supplied equipment documentation. • Provide final documentation and “as built” system drawings (CAD) - if purchased. • Provide system training following integration to the designated project leader or team. I. CUSTOMER INTEGRATION SERVICES RESPONSIBILITIES • Provide for the construction or modification of the facilities for soundproofing, lighting, electrical, HVAC, structural support of equipment, and decorating as appropriate. Includes installation of ceiling mounted projection screen. • Provide for the ordering, provisioning, installation, wiring and verification of any Data Network (LAN, WAN, T1, ISDN, etc.) and Telephone Line (Analog or Digital) equipment and services prior to on-site integration. • Provide all necessary cableways and/or conduits required to facilitate AV systems wiring. • Provide all necessary conduit, wiring and devices for technical power to the AV systems equipment. • Provide reasonable accesses of AVI Systems personnel to the facilities during periods of integration, testing and training, including off hours and weekends. • Provide a secure area to house all integration materials and equipment. • Provide a project leader who will be available for consultation and meetings. • Provide timely review and approval of all documentation (Technical Reports, Drawings, Contracts, etc.). PRODUCTS AND SERVICES DETAIL PRODUCTS: Model # Mfg Description Qty Price Extended QM98N SAMSUNG 98IN COMMERCIAL 4K UHD LED MNTR CEC COMPATIBLE W/ CISCO TAACountry of Origin: (None)Weight: 346.0 2 $11,997.00 $23,994.00 C2 APC APC AV C Type 2 Outlet Wall 2 $58.01 $116.02 CA_E-WASTE_RECYCLE_FEE_35+IN CA E-Waste Recycle Fee 35 inches or more 2 $7.00 $14.00 XSM1U CHIEF Micro-Adjust Fixed Wall Mount X-Large 2 $205.61 $411.22 FHBU CHIEF UNIVERSAL HARDWARE KIT 2 $7.98 $15.96 CBL-HD-3 CRESTRON Crestron® Certified HDMI® Interface Cable, 18 Gbps, 3 ft (0.91 m) 2 $24.39 $48.78 DM-NVX-D30 CRESTRON DM NVX™ 4K60 4:4:4 HDR Network AV Decoder 2 $713.41 $1,426.82 CBL-HD-6 CRESTRON Crestron® Certified HDMI® Interface Cable, 18 Gbps, 6 ft (1.8 m) 2 $30.49 $60.98 Engineering & Drawings $524.58 Project Management $1,180.26 Programming $408.00 On Site Integration $2,769.45 Integration Cables & Connectors $138.89 Testing & Acceptance $816.00 Total: $31,924.96 Refer to page 1 for the Grand Total that includes the Taxes, and Shipping & Handling DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F 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: 1013308 Proposal Date: June 03, 2020 Prepared For: Carlsbad, City of Chambers Conference Room + Spare TSW 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 Hall 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 $3,749.86 Integration $2,017.70 Shipping & Handling $91.00 Tax $295.17 Grand Total $6,153.73 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: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F RSA: 1013308 Printed on June 3, 2020 Page 2 of 9 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: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F RSA: 1013308 Printed on June 3, 2020 Page 3 of 9 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: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F RSA: 1013308 Printed on June 3, 2020 Page 4 of 9 SERVICES TO BE PROVIDED A. FUNCTIONAL NARRATIVE: The Carlsbad council chambers has a small conference room adjoining the space. In this conference room city staff will meet and watch the live council or planning meetings from an existing wall mounted TV. Additionally, this conference room is used as a meeting space for presentations or other gatherings. AV will be added to this space in conjunction with the new Crestron upgrades to the council chambers B. SCOPE OF WORK: • A spare TSW 1060 will be provided to the city for the council chamber to be set aside as an emergency back-up. A copy of the clerk touch panel file should be programmed to this panel to allow for “plug and play” operation to the main system should the main clerk panel fail. • An NVX decoder will be mounted behind the display and connected. This will allow the conference room to select routable sources from the main NVX network as a part of the Crestron upgrades. • A small form factor amplifier will reconnect the existing ceiling loudspeakers to the NVX audio output for program audio amplification. The existing rotary volume knob will receive a “blank off” plate to remove the volume controller. Volume shall be controlled at the touch panel. • A 5” crestron touch panel will provide control of room functions for: o Display power on/off o Audio volume control (thru the amplifier to the speakers) o Source selection ▪ Agenda item being displayed by clerk ▪ Council chamber main Camera from an added encoder ▪ Barco Clickshare for local presentation (only if not currently in use in the chambers) C. EXCLUSIONS: The following work is not included in our Scope of Work: • All conduits, 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 • Structural support of equipment *AVI Systems not responsible for building related vibrations • Installation of ceiling mounted projection screen • All millwork (moldings, trim, cut outs, etc.) • Patching and Painting • Permits (unless specifically provided for and identified within the contract) • Unless otherwise stated the pricing in this agreement does not include prevailing wage or union labor • Unless specifically noted lifts and scaffolding are not included D. 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. E. 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 efficiently and definably progress, the Customer will be charged a fee to reimburse AVI Systems for all lost time and inefficiencies. At this time, the Customer will be presented a Contract Change Order and will/may halt work until acceptance by the Customer and rescheduling of the integration effort is agreed upon. DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F RSA: 1013308 Printed on June 3, 2020 Page 5 of 9 • 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 multi-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 (unless otherwise noted). • 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 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. F. 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) • Notice of Substantial Completion (see Appendix) – at Customer walk-through – prior to Service transition G. 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 DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F RSA: 1013308 Printed on June 3, 2020 Page 6 of 9 H. AVI SYSTEMS INTEGRATION SERVICES 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. • 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, checkout and testing. • Provide project timeline schedules. • Provide necessary information, as requested, to the owner or other parties involved with this project to ensure that proper AC electrical power and cableways and/or conduits are provided to properly integrate the equipment within the facilities. • Provide manufacturer supplied equipment documentation. • Provide final documentation and “as built” system drawings (CAD) - if purchased. • Provide system training following integration to the designated project leader or team. I. CUSTOMER INTEGRATION SERVICES RESPONSIBILITIES • Provide for the construction or modification of the facilities for soundproofing, lighting, electrical, HVAC, structural support of equipment, and decorating as appropriate. Includes installation of ceiling mounted projection screen. • Provide for the ordering, provisioning, installation, wiring and verification of any Data Network (LAN, WAN, T1, ISDN, etc.) and Telephone Line (Analog or Digital) equipment and services prior to on-site integration. • Provide all necessary cableways and/or conduits required to facilitate AV systems wiring. • Provide all necessary conduit, wiring and devices for technical power to the AV systems equipment. • Provide reasonable accesses of AVI Systems personnel to the facilities during periods of integration, testing and training, including off hours and weekends. • Provide a secure area to house all integration materials and equipment. • Provide a project leader who will be available for consultation and meetings. • Provide timely review and approval of all documentation (Technical Reports, Drawings, Contracts, etc.). PRODUCTS AND SERVICES DETAIL PRODUCTS: Model # Mfg Description Qty Price Extended TSW-1060-W-S CRESTRON 10.1 in. Touch Screen, White Smooth 1 $1,275.00 $1,275.00 TSW-560P-W-S CRESTRON 5 in. Touch Screen, Portrait, White Smooth 1 $478.00 $478.00 OFE OWNER Owner Furnished Equipment - Wall Mounted Display 1 $0.00 $0.00 DM-NVX-350 CRESTRON DM NVX™ 4K60 4:4:4 HDR Network AV Encoder/Decoder 1 $914.63 $914.63 AMP-X50MP CRESTRON X Series Media Presentation Amplifier 1 $239.06 $239.06 DM-NVX-E30C CRESTRON DM NVX™ 4K60 4:4:4 HDR Network AV Encoder Card 1 $710.36 $710.36 OFE OWNER Owner Furnished Equipment - Ceiling Speakers 2 $0.00 $0.00 TSW-1060-TTK-W-S CRESTRON Tabletop Kit for TSS-10 and TSW-1060, White Smooth 1 $132.81 $132.81 Engineering & Drawings $349.72 Project Management $386.14 Programming $386.14 On Site Integration $643.81 Integration Cables & Connectors $58.82 Testing & Acceptance $193.07 Total: $5,767.56 Refer to page 1 for the Grand Total that includes the Taxes, and Shipping & Handling DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F RSA: 1013308 Printed on June 3, 2020 Page 7 of 9 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: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F RSA: 1013308 Printed on June 3, 2020 Page 8 of 9 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: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F RSA: 1013308 Printed on June 3, 2020 Page 9 of 9 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: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F AVI Systems, Inc. Signing Authorization and Delegation of Authority Pli October 2019 Your Name: Employee # Date: Branch: Signing Authorization Form Pursuant with your responsibilities as , you are hereby delegated the authority and responsibility to plan for and to manage the businesses and activities assigned to the position. Operationally, you are delegated general authority to take actions as you deem necessary to carry out the responsibilities assigned to you. This authority must be exercised consistent with the objectives of the approved operating plans, approved department budget, approved salary action plan and policies of the company. With regards to commitments, purchases, and other financial obligations, you are authorized up to the limits determined in Exhibit A - AVI’s Senior Management Signing Authorization. By signing below, you accept full responsibility for the authorization granted herein and the terms and conditions stipulated in the Signing Authorization and Delegation of Authority Policy. Signature Date Date COO/Board Secretary Area Vice Presedent David W. Bunting June 10th, 2020 San Diego COO/Board Secretary:Joel Lehman 6/10/2020 6/10/2020 10576 DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F AVI Systems, Inc. Signing Authorization and Delegation of Authority Pli October 2019 Exhibit ADocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F DocuSign Envelope ID: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F 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: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F 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: 6E0F3E3D-CE1E-489F-A7D3-EE70ED35195F