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HomeMy WebLinkAboutAVI Systems Inc; 2022-07-27;City Attorney Approved Version 6/12/18 1 AGREEMENT FOR SENIOR CENTER RM 111 AND PORTABLE CART AVI SYSTEMS, INC. THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2022, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and AVI SYSTEMS INC., a North Dakota corporation, ("Contractor”). RECITALS A. City requires the professional services of a vendor that is experienced in providing audio-visual equipment and implementation services. B. Contractor has the necessary experience in providing audio-visual equipment and implementation services. 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. In the event of a conflict between the terms and conditions in Exhibit “A” and the terms and conditions of this Agreement, the terms and conditions of this Agreement control over the terms and conditions in Exhibit “A.” 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. The City Manager may amend the Agreement to extend it for one additional one-year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 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 implementation services to be performed during the initial Agreement term will be forty-three thousand three hundred eighteen dollars and three cents ($43,318.03) No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount will be negotiated at that time. 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". DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF July 27th City Attorney Approved Version 6/12/18 2 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. 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 fees, 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 DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF City Attorney Approved Version 6/12/18 3 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 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 $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 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 DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF City Attorney Approved Version 6/12/18 4 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. 11. REPRESENTATIONS AND WARRANTIES. Contractor represents and warrants that (i) it has obtained all rights, approvals and consents necessary to perform its obligations and grant all rights to City under this Agreement; (ii) each component of a deliverable is and will remain, fully compatible with all of the other component items compromising the deliverable; (iii) all services provided by Contractor will be performed in a professional businesslike manner by qualified personnel; (iv) all deliverables are in full compliance commencing on the date of City’s receipt of the deliverables; (v) it will perform all of its obligations, and that all deliverables will be, in compliance with all foreign and local, statutes, orders, laws, rules, regulations, self-regulatory standards, and regulatory interpretations and guidance applicable to Contractor in performing its obligations to City. Contractor further represents and warrants that there are no current or outstanding intellectual property rights infringement claims that have been filed against it, to the extent such claim, if true, would have a material adverse effect on the deliverables or Contractor’s ability to perform. EXCEPT AS SET FORTH IN THIS AGREEMENT OR ANY OTHER DOCUMENTS INCORPORATED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILTY AND FITNESS FOR A PARTICULAR PURPOSE. 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF City Attorney Approved Version 6/12/18 5 16. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Maria Callander Name Ryan Walsh Title IT Director Title AVI, Inc. Account Manager Department Information Technology Address 10070 Willow Creek Rd City of Carlsbad San Diego, CA 92131 Address 1635 Faraday Ave Phone No. 858.653.4300 Carlsbad, CA 92008 Email Ryan.Walsh@avisystems.com Phone No. 442.339.2454 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF City Attorney Approved Version 6/12/18 6 City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF City Attorney Approved Version 6/12/18 7 County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF City Attorney Approved Version 6/12/18 8 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Assistant City Manager (print name/title) ATTEST: By: (sign here) 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: 262A5DF5-8947-4882-8799-3C32AF8FAECF AVPDavid Bunting for Administrative Services Branch Information Technology – Operations 1635 Faraday Ave. | Carlsbad, CA 92008 | 760-602-2789 t Memorandum July 15, 2022 To: Geoff Patnoe, Assistant City Manager From: Mike Lesh, Senior Program Manager Via: Maria Callander, IT Department Director Laura Rocha, Deputy City Manager, ASD Re: AVI, SENIOR CENTER ACTIVITY ROOM 111 UPGRADES This memo provides an explanation as to the reason an agreement for A/V equipment and integration services for the Senior Center Activity Room 111 is being executed with AVI Systems. Purpose of Agreement The Parks and Recreation Department engaged the Information Technology Department to update activity room 111 located at the Carlsbad Senior Center. The current projector and audio system does not support the needs of the room and are outdated. The goal of this project is to modernize activity room 111 with audio visual equipment that will support the needs of the Parks and Recreation Department. Activity room 111 has a variety of use cases that range from staff meetings to exercise classes offered to Carlsbad residents. These meetings may range from in-person to completely virtual in nature. New equipment must be installed in the room to support a “Bring Your Own Device” (BYOD) hybrid/virtual room. Devices such as laptops and tablets may connect to the upgraded room to host in-person, hybrid or virtual meetings and activities. AVI Systems is part of the cooperative procurement method to procure equipment and services under the General Service Administration (GSA) Federal Acquisition Service contract number GS-35F-0230X that the city has used for prior agreements. Fiscal Impact The upgrades proposed by AVI will cost $43,318.03. This project will be funded by the FY 2021- 22 SDTIP budget for Audio Visual Upgrades Project. The upgraded audio-visual equipment in activity room 111 will be supported and maintained by AVI as part of the existing City-wide Audio-Visual Support Contract. Attachment: AVI Systems Agreement for Senior Center Room 111 and Portable Cart cc: Cindie McMahon, Assistant City Attorney DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD 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 3/17/2022 (701) 224-7047 25615 AVI Systems, Inc. 8019 Bond Street Lenexa, KS 66214 25674 A 1,000,000 630-6P418787 4/1/2022 4/1/2023 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000A 810-6P420390 4/1/2022 4/1/2023 25,000,000B CUP-6P422499 4/1/2022 4/1/2023 25,000,000 0 B UB-6P809829 4/1/2022 4/1/2023 1,000,000 N 1,000,000 1,000,000 B Technology E&O ZPL-16N78588 4/1/2022 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 Property Casualty Company of America X 4/1/2023 X X X X X X X DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF -- 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: 262A5DF5-8947-4882-8799-3C32AF8FAECF Policy Number: 630 6P418787 DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF 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: 999309 Proposal Date: May 13, 2022 Prepared For: Carlsbad, City of Senior Center-Rm 111 and Portable Cart-Rev.3 Attn: Mike Lesh Prepared By: Ryan Walsh Phone: (858)653-4339 Email: ryan.walsh@avisystems.com Attn: Mike Lesh Attn: Mike Lesh Carlsbad, City of Senior Center 1635 Faraday Ave 799 Pine Ave. Carlsbad, CA, 92008-7314 Carlsbad, CA, 92008 Phone: (760)602-2460 Phone: (760)602-7577 Email: Mike.Lesh@carlsbadca.gov Email: Mike.Lesh@carlsbadca.gov Customer Number: 542100 COMMENTS Contract #: GS-35F-0230X Contractor: AVI SYSTEMS INC Address: 8052 FLINT STREET, LENEXA, KS, 66124-3334 PRODUCTS AND SERVICES SUMMARY Equipment $24,967.73 Integration $15,658.61 Shipping & Handling $730.00 Tax $1,961.69 Grand Total $43,318.03 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 DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF RSA: 999309 Printed on May 13, 2022 Page 2 of 7 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: 262A5DF5-8947-4882-8799-3C32AF8FAECF RSA: 999309 Printed on May 13, 2022 Page 3 of 7 SERVICES TO BE PROVIDED City of Carlsbad – Senior Center FUNCTIONAL NARRATIVE: Room 111 at the Carlsbad Senior center will be getting an AV upgrade. In this room end users will be able present to a ceiling mounted projector from an HDMI wallplate or Click Share Wireless Presentation system and controlling the system using a wall mounted Crestron touch panel. Two wireless microphones will be provided for use in the room. The microphone volume shall be controlled from the touch panel. SCOPE OF WORK •An existing Epson projector will be uninstalled. At the projector location a new Epson PowerLite projector will be installed using the same pole mount. A new projector plate will be used to adapt to the new projector. •The existing 4:3 aspect ratio screen will be removed. In place of the 4:3 a new 106” diagonal 16:9 screen will be installed. •On the wall, a 7” touch panel will be provided. Near that location will also be two wallplates. One wall plate will provide HDMI input to present thru the projector. The second wall plate will be a Bluetooth audio interface for end users to play audio from mobile devices into the room. Control for this will be on the touch panel. o A Click Share will be installed above the projector and plugged into the HDMI input of the Crestron HD-MD-200 auto -switcher. When the system is powered on, the switch will prioritize the Click Share, when a laptop is plugged into the wall plate the switcher will auto switch and display the wall-plate source. •A small rolling rack will be provided and installed in the AV closet located in the corner of the room. In this closet the microphones and the Crestron system Controller will reside. The Crestron controller will be linked to an AVI provided 7” touch pane. o Touch panel controls will include: ▪Projector on/off (this also controls the screen up/down) ▪Microphone volume up and down. The microphone controls page will also have a button next to it to toggle between handheld microphone and lapel microphone. The presets will help tune the differences between the lapel and handheld so that there is consistency between volume and tonality in the room. ▪Microphone mute ▪Bluetooth audio interface volume •A portable cart-based audio systems will be provided and set up by AVI. In the podium will be a small form factor AV rack to include a four-channel mixer, Two wireless microphones and speakers associated with the systems to project to an audience. CUSTOMER RESPONSIBLITIES •City of Carlsbad will provide ease of access to the room(s) required to finish this project in an expedient and efficient timeline. Access will be provided during normal business hours (8-5). A.Exclusions: The following work is not included in our Scope of Work: •All conduit, high voltage, wiring panels, breakers, relays, boxes, receptacles, etc. •Concrete saw cutting and/or core drilling. •Fire wall, ceiling, roof and floor penetration. •Necessary gypsum board replacement and/or repair. •Necessary ceiling tile or T-bar modifications, replacements and/or repair. •All millwork (moldings, trim, cut outs, etc.). •Patching and Painting. •Permits (unless specifically provided for and identified within the contract). B.Construction Considerations: In order to accomplish the outlined goals of this project, the Customer will be responsible for contracting with an outside entity to make the necessary modifications to the space as directed by AVI Systems. The costs associated with these modifications are not included in this proposal. DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF RSA: 999309 Printed on May 13, 2022 Page 4 of 7 •NOTICE: This Scope of Work is delivered on the basis of the following Assumptions: The room(s) match(es) the drawings provided by the customer •Site preparation by the Customer and their contractors includes electrical and data placement per AVI Systems specification. •Site preparation will be verified by AVI Systems project manager or representative before scheduling of the installation. All work areas should be clean and dust free prior to the beginning of on-site integration of electronic equipment. •Customer communication of readiness will be considered accurate and executable by AVI Systems project manager. •In the event of any arrival to site that AVI Systems is not able to execute work and definable progress, the Customer will be charged a $250.00 Mobilization Fee to offset the lost time due to the lack of readiness. The Mobilization Fee will be presented as a Contract Change Order and will/may halt work until acceptance by the Customer and rescheduling of the integration effort is agreed upon. •Rescheduling and redeployment of AVI Systems technicians due to unacceptable site preparation may cause scheduling delays of up to 10 business days. •There is ready access to the building / facility and the room(s) for equipment and materials. •There is secure storage for equipment during a multiple-day integration. •If Customer furnished equipment and existing cabling is to be used, AVI Systems assumes that these items are in good working condition at this time and will integrate into the designed solution. Any repair, replacement and/or configuration of these items that may be necessary will be made at an additional cost. •All Network configurations including IP addresses are to be provided, operational and functional before AVI Systems integration begins. AVI Systems will not be responsible for testing the LAN connections. •Cable or Satellite drops must be in place with converter boxes operational before the completion of integration. Any delay resulting in extra work caused by late arrival of these items will result in a change order for time and materials. •Document review / feedback on drawings / correspondence will be completed by the Customer within two business days •The documented Change Control process will be used to the maximum extent possible – the Customer will have an assigned person with the authority to communicate/approve project Field Directed Change Orders and Contract Change Orders (see Appendix) •In developing a comprehensive proposal for equipment and integration services AVI Systems’ Sales Representatives and Engineering teams must make some assumptions regarding the physical construction of your facility, the availability of technical infrastructure and site conditions for installation. If any of the conditions we have indicated in the site survey form are incorrect or have changed for your particular project or project site, please let your Sales representative know as soon as possible. Conditions of the site found during integration effort which are different from those documented may have an effect on the price of the system solution, integration or services. To ensure that you have an accurate proposal based on your facility and specific to the conditions of your project, please review all project documentation carefully. C.Integration Project Management Processes AVI Systems will follow a foundational project management process which may include the following actions/deliverables (based on the size/complexity/duration of the integration project): •Site Survey – performed prior to Retail Sales Agreement and attached •Project Welcome Notice – emailed upon receipt of Purchase Order •Project Kick-Off meeting with Customer Representative(s) – either by phone or in-person •Project Status reviews – informal or formal – either by phone or in-person (based on the size/complexity/duration of the project) •Project Change Control – comprised of Field Directed Change Order and/or Contract Change Order submittals (see Appendix) •Project Punch List / Substantial Completion (see Appendix) – at Customer walk-through – prior to Service transition (if purchased) D.Knowledge Transfer (Training) This is geared specifically towards the end-user / operator. The purpose of this knowledge transfer is to provide operators with the necessary knowledge to confidently and comfortably operate all aspects of the integrated system. Areas covered include the following: •Equipment and system overview •Equipment operation and function DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF RSA: 999309 Printed on May 13, 2022 Page 5 of 7 •Equipment start up, stop, and shut Down •Equipment automatic and manual operation •Discussion and documentation relating to control system operation •Discussion and documentation relating to system processor and its control applications •Powering up, powering down AV system via control system •Manual operation of display systems, audio system and all other related components •Use/operation of patch panels, when and where to be used •Who to call when help is required Integration Scope of Work/Responsibilities AVI Systems will provide services/work for the project as described above in the Scope of Work, or per the attached separate Scope of Work document detailing the scope of work to be performed. AVI Systems Responsibilities •Provide equipment, materials and service items per the contract products and services detail •Provide systems equipment integration and supervisory responsibility of the equipment integration •Provide systems configuration, validation and testing •Provide project timeline schedules •Provide necessary information, as requested, to the owner or other parties involved with this project to insure that proper AC electrical power, cableways, conduits and/or structural support/backing are provided to properly integrate the equipment within the facilities •Provide manufacturer supplied equipment documentation •Provide final documentation and “as built” system drawings (CAD) •Provide system training following integration to the designated Customer Representative or team member(s) Customer Responsibilities 1.Provide for the construction or modification of the facilities for soundproofing, lighting, electrical, HVAC, structural support of equipment, and decorating as appropriate 2.Provide for the ordering, provisioning, installation, wiring and verification of any Data Network (LAN, WAN, TI, ISDN, etc.) and Telephone Line (Analog or Digital) equipment and services prior to on-site integration 3.Provide all necessary cableways and/or conduits required to facilitate AV systems wiring 4.Provide all necessary conduit, wiring and devices for technical power to the AV systems equipment 5.Provide reasonable access for AVI Systems personnel to the facilities during periods of integration, testing and training, including off- hours and weekends. 6.Provide a secure area to house all integration materials and equipment (during multi-day integration) 7.Provide a designated representative who will be available for consultation and meetings Provide timely review and approval of all documentation (Technical Reports, Drawings, Contracts, etc.) DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF RSA: 999309 Printed on May 13, 2022 Page 6 of 7 PRODUCTS AND SERVICES DETAIL PRODUCTS: Model # Mfg Description Qty Price Extended Activity Room 111 21792LS DA-LITE ADVANTAGE TNSD 106D 1 $3,827.86 $3,827.86 V11HA27020 EPSON Powerlite L530U 1 $2,629.76 $2,629.76 RPAUW CHIEF UNIVERSAL RPA WHITE 1 $192.14 $192.14 OFE OWNER Owner Furnished Equipment - Projector Mounting pole 1 $0.00 $0.00 MFR-1627KM MIDDLE ATLANTI 16SP27D MOBILE F RACK KM 1 $732.86 $732.86 U1V MIDDLE ATLANTI 1SP VENTED UTILITY SHELF 2 $41.27 $82.54 HD-MD-4K-200-1G-W KIT CRESTRON 4K 2x1 Scaling Auto-Switcher and DM Lite® Wall Plate Extender, White, over CATx Cable 1 $1,100.00 $1,100.00 R9861522US BARCO CLICKSHARE CX-50 SET US 1 $2,678.57 $2,678.57 NRS8GP NIVEO SWITCH GIGABIT LAN 8P W/POE 1 $225.00 $225.00 RMC4 CRESTRON 4-Series™ Control System 1 $654.76 $654.76 C2N-IO CRESTRON Control Port Expansion Module 1 $196.43 $196.43 PW-2407RU CRESTRON 18 Watt Cresnet® Power Supply, US/International 1 $65.48 $65.48 TSW-770-W-S CRESTRON 7 in. Wall Mount Touch Screen, White Smooth 1 $1,178.57 $1,178.57 Recycle Fee $5.95 BT1 QSC PROCESSOR,BT1 1 $407.14 $407.14 GLXD24/B87A-Z2 SHURE GLXD24 VOCAL SYSTEM W/ BETA87A 2 $531.55 $1,063.10 GLXD1=-Z2 SHURE GLXD1 BODYPACK TRANSMITTER 2 $205.83 $411.66 WL185 SHURE MICROPHONE,CARDIOID LAVALIER 2 $101.79 $203.58 TESIRAFORTE AVB AI BIAMP Fixed I/O DSP with 12 analog inputs, 8 analog outputs, 8 channels configurable USB audio, and 128 x 1 $1,964.29 $1,964.29 AMP-X75 CRESTRON X-Series Amplifier, 75 W 1 $327.38 $327.38 SAROS IC6T-W-T-EACH CRESTRON Saros® 6.5” 2-Way In-Ceiling Speaker, White Textured, Single (must be ordered in multiples of 2) 6 $151.19 $907.14 CBL-HD-6 CRESTRON Crestron® Certified HDMI® Interface Cable, 18 Gbps, 6 ft (1.8 m) 4 $33.33 $133.32 Engineering & Drawings $1,158.42 Project Management $2,360.52 Programming $2,856.00 In Shop Fabrication $952.98 On Site Integration $4,606.24 Integration Cables & Connectors $294.12 Testing & Acceptance $408.00 QSC-TRANSIT-SURCHARGE QSC QSC Transit Surcharge 1 $20.36 $20.36 Sub-Total: Activity Room 111 $31,644.17 Portable Cart MRTA-RC-25 MARSHALL FURNI flat work surface with an angled back plane, aluminum radius corners, fixed height pull-out keyboard 1 $2,440.48 $2,440.48 CFR-8-18 MIDDLE ATLANTI 8SPCABINET FRAME RK18D 1 $294.05 $294.05 DS7E ATLAS Adjustable Height Desktop Mic Stand 8-13" Ebony Finish 1 $27.96 $27.96 GLXD24/B87A-Z2 SHURE GLXD24 VOCAL SYSTEM W/ BETA87A 1 $531.55 $531.55 U1V MIDDLE ATLANTI 1SP VENTED UTILITY SHELF 2 $41.27 $82.54 MG10XU YAMAHA 10-INPUT STEREO MIXER WITH EFFECTS AND USB 1 $163.10 $163.10 PD-915R MIDDLE ATLANTI 9OUT15ARCKMNT POWER CEN 1 $118.75 $118.75 P006-025 TRIPPLITE POWER CORD 5-15P-C13 10A 25'2 $13.74 $27.48 DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF RSA: 999309 Printed on May 13, 2022 Page 7 of 7 731419-1110 BOSE F1 Model 812 Flexible Array Loudspeaker Powered 120V NA 2 $877.38 $1,754.76 751863-0010 BOSE F1 Model 812 Bag 2 $125.00 $250.00 MKQ25NP WHIRLWIND Cable - Microphone, Quad, XLRF to XLRM, 25', Canare L4E6S, black, no packaging [available in colors 2 $41.29 $82.58 SS500E ATLAS Lightweight Adjustable Speaker Stand 2 $96.27 $192.54 Engineering & Drawings $193.07 Project Management $393.42 Programming $408.00 In Shop Fabrication $317.66 On Site Integration $1,429.64 Integration Cables & Connectors $70.59 Testing & Acceptance $204.00 Sub-Total: Portable Cart $8,982.17 Total: $40,626.34 Refer to page 1 for the Grand Total that includes the Taxes, and Shipping & Handling DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF 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: 262A5DF5-8947-4882-8799-3C32AF8FAECF AVI Systems, Inc. Signing Authorization and Delegation of Authority Pli October 2019 Exhibit ADocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF DocuSign Envelope ID: 262A5DF5-8947-4882-8799-3C32AF8FAECF