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HomeMy WebLinkAboutAVI Systems Inc; 2021-12-30;DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA AGREEMENT FOR COUNCIL CHAMBERS – HYBRID MEETINGS SERVICES AVI SYSTEMS, INC. THIS AGREEMENT is made and entered into as of the 30th day of December , 202_1 by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and AVI Systems, Inc., ("Contractor"). RECITALS A. City requires the professional services of a contractor experienced in audio visual installation and upgrades. B. Contractor has the necessary experience in providing professional services and advice related to audio visual installation and upgrades. 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 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 Equipment and Services to be performed during the initial Agreement term will be sixteen thousand six hundred forty-eight dollars and eighty-three cents ($16,648.83). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 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. 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. City Attorney Approved Version 6/12/18 1 City Attorney Approved Version 6/12/18 2 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. 7. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. 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’ 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. 10. 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. 10.1 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 DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA City Attorney Approved Version 6/12/18 3 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. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $1,000,000 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. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 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. 10.1.4 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. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 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. 10.5 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. DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA City Attorney Approved Version 6/12/18 4 11. 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. 12. 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. 13. 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. 14. 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. 15. 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 Maria Callander Name Ryan Walsh Title IT Director Title AVI, Inc. Account Manager Department IT Address 10070 Willow Creek Rd City of Carlsbad San Diego, CA 92131-1623 Address 1635 Faraday Avenue Phone No. 858.653.4339 Carlsbad, CA 92008 Email Ryan.Walsh@avisystems.com Phone No. 760-602-2450 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. 16. 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 DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA City Attorney Approved Version 6/12/18 5 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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 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. 20. 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. 21. 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 DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA City Attorney Approved Version 6/12/18 6 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. 22. 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. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right 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. 24. 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. 25. 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. /// /// /// /// /// /// DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA City Attorney Approved Version 6/12/18 7 26. 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) Maria Callander, IT Director (print name/title) ATTEST: By: (sign here) FAVIOLA MEDINA City Clerk Services Manager (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 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: 45D11896-99DA-477E-96A5-AFCBC9746CFA David Bunting AVP Faviola Medina 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: 1078170 Proposal Date: September 01, 2021 Prepared For: Carlsbad, City of Council Chambers-Hybrid Meetings Attn: Maria Callander Prepared By: Ryan Walsh Phone: (858)653-4339 Email: ryan.walsh@avisystems.com Attn: Maria Callander Attn: Maria Callander 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)602-2460 Email: Maria.Callander@carlsbadca.gov Email: Maria.Callander@carlsbadca.gov Customer Number: 542100 COMMENTS PRODUCTS AND SERVICES SUMMARY Equipment $3,490.09 Integration $12,745.44 Shipping & Handling $131.00 Tax $282.30 Grand Total $16,648.83 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 15 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 Exhibit "A"DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA RSA: 1078170 Printed on September 1, 2021 Page 2 of 6 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. DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA RSA: 1078170 Printed on September 1, 2021 Page 3 of 6 SERVICES TO BE PROVIDED INTEGRATION SERVICES INTEGRATION SCOPE OF WORK A.SUMMARY: This addition is to enable a dedicated OFE pc to work as a soft codec for Zoom calls this will be theZoom app and not the zoom room. Upgrade includes a USB Extension from the remote OFE PC to support the OFE keyboard and mouse(RF recommended ) to be able to make calls from the room. You will be able to pick any one ofthe 4 cameras to be what the far end of the call sees as a view of the council chambers from the updated touch panel. The cameras will still need to be run by the camera operator at the Vaddio camera PTZ controller. B. SYSTEM DESCRIPTION: Council chambers system VC addition consist of an OFE PC that has cameras and audioform the room integrated VIA USB so can make a Zoom call. Controls for the Video Call will be though the OFE keyboardand mouse the routing will be through the updated touch panel graphic user interface. Camera control of PTZ will be by local operator at the Vaddio pan tilt controller. •Source Devices: o OFE PC recommend specs or better from zoom website recommend going with PC not MAC: •Lenovo ThinkSmart Edition Tiny o Intel i7-9700T processor o 16GB (2x8GB) DDR4 memory o 2x HDMI, 1x DisplayPort •HP Collaboration G6 PC o Intel® Eight-Core™ i7-10700T processor o 16 GB (2x8GB) DDR4-2933 SODIMM memory •Controls: o System will be controlled by selecting zoom call on touch panel which will page flip to the routing source of the four council chambers cameras and route the OFE PC for soft codec to al displays and audio from the pc to the room for the call. End user must use OFE keyboard and mouse to control the PC for dialing a VC call. This will also need to have a dedicated camera operator as no automated PTZ control. Camera angles could be setup ahead of time by staff for wide views and focus ones as well TBD determined by end users. •Equipment Location: o The gear for this installation will be located in the council chambers and in the rack room 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: DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA RSA: 1078170 Printed on September 1, 2021 Page 4 of 6 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. •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. •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) DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA RSA: 1078170 Printed on September 1, 2021 Page 5 of 6 •Project Change Control – comprised of Field Directed Change Order and/or Contract Change Order submittals •Notice of Substantial Completion – 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 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 thatproper AC electrical power and cableways and/or conduits are provided to properly integrate the equipment withinthe 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, structuralsupport 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 andtraining, 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.). DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA RSA: 1078170 Printed on September 1, 2021 Page 6 of 6 PRODUCTS AND SERVICES DETAIL PRODUCTS: Model # Mfg Description Qty Price Extended CBL-HD-6 CRESTRON Crestron® Certified HDMI® Interface Cable, 18 Gbps, 6 ft (1.8 m) 4 $30.49 $121.96 CBL-HD-12 CRESTRON Crestron® Certified HDMI® Interface Cable, 18 Gbps, 12 ft (3.6 m) 2 $42.68 $85.36 HD-MD4X1-4KZ-E CRESTRON 4x1 4K60 4:4:4 HDR AV Switcher 1 $487.80 $487.80 60-1488-01 EXTRON MediaPort 200 1 $1,945.12 $1,945.12 60-190-01 EXTRON RSU 129 GRAY 1 $91.46 $91.46 U1V MIDDLE ATLANTI 1SP VENTED UTILITY SHELF 2 $40.55 $81.10 C2G-28102 C2G 2m USB 2.0 A/B CBL BLK 1 $3.28 $3.28 Integration Materials $152.44 USB-EXT-2-REMOTE-1G-B CRESTRON USB over Category Cable Extender Wall Plate, Remote, Black 1 $365.85 $365.85 USB-EXT-2-LOCAL CRESTRON USB over Category Cable Extender, Local 1 $304.88 $304.88 C2G-28101 C2G 1m USB 2.0 A/B CBL BLK 1 $3.28 $3.28 Engineering & Drawings $1,080.00 Project Management $1,590.00 Programming $3,975.00 Cable Placement $900.00 On Site Integration $2,888.00 Testing & Acceptance $2,160.00 Total: $16,235.53 Refer to page 1 for the Grand Total that includes the Taxes, and Shipping & Handling DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA 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 COMPENSATION AND 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 BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE 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. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE 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 on this 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 3/29/2021 (701) 224-7047 25615 AVI Systems, Inc. 8019 Bond Street Lenexa, KS 66214 25658 20281 25674 A 1,000,000 630-6P418787 4/1/2021 4/1/2022 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000B 810-6P420390 4/1/2021 4/1/2022 25,000,000C 93650979 4/1/2021 4/1/2022 25,000,000 0 D UB-6P809829 4/1/2021 4/1/2022 1,000,000 1,000,000 1,000,000 D Technology E&O ZPL-16N78588 4/1/2021 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 / CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 AVISYST-01 LBENTZ Choice Insurance 207 E Front Ave Bismarck, ND 58504 Lesley Bentz l.bentz@insurewithchoice.com Charter Oak Fire Insurance Company Travelers Indemnity Company Federal Insurance Company Travelers Property Casualty Company of America X 4/1/2022 X X X X X X X DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA -- WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00)- POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: DATE OF ISSUE: 4 1 2020 ST ASSIGN: UB -6P809829 Any person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA Policy Number: 630 6P418787 DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA DocuSign Envelope ID: 45D11896-99DA-477E-96A5-AFCBC9746CFA