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Home My WebLink AboutDS Council Chambers Audio-Video Upgrade v. Feb 2025 Page 1 CITY OF SAN RAFAEL PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (“Contract”) is entered into by and between the City of San Rafael (“City”) and __________________________________________ (“Contractor”), a __________________________________________________ for __________________________________________________________, and is effective on _____________________ (“Effective Date”). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Contract.” RECITALS A. City desires to secure professional services more fully described in this Contract, at Exhibit A, entitled “SCOPE OF WORK”; and B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and C. Contractor acknowledges that the execution of this Contract by the City is predicated upon the representations made in Contractor’s proposal dated _________________ submitted to the City; and D. The Parties have specified herein the terms and conditions under which such services will be provided and paid for. NOW, THEREFORE, the parties hereby agree as follows: CONTRACT 1. WORK TO BE PERFORMED. Except as otherwise may be expressly specified in this Contract, Contractor shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as “Services”) to satisfactorily complete the work required by City at its sole risk and expense. Services to be provided to City are more fully described in Exhibit A entitled “SCOPE OF WORK.”. Council Chambers Audio-Video Upgrades June 5, 2025 AVI-SPL LLC Florida Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 Limited Liability Company September 9, 2025 2025.0041 v. Feb 2025 Page 2 2. COMPENSATION. In consideration for Contractor’s complete performance of the Scope of Work, City will pay Contractor in accordance with the rates and/or prices set forth in Exhibit A, up to the not-to-exceed amount of $_____________. Contractor shall not increase its rates throughout the Term of this Contract, except that upon 60 day written notice, Contractor may adjust its rates no more than once annually at a maximum amount equal to the percentage change through December in the prior calendar year to the consumer price index (“CPI”) for California, All Urban Consumers, San Francisco-Oakland-San Jose areas, not to exceed five percent (5%). Contractor will bill City on a monthly basis for work performed by Contractor during the preceding month, subject to verification by City. City will pay Contractor within thirty (30) days of City’s receipt of invoice. 3. TERM OF CONTRACT. This Contract becomes effective upon the date listed as "Effective Date" and shall remain in effect until the completion of all obligations of both Parties hereto, or ___________________________ from the Effective Date, whichever comes first, unless terminated or amended as provided herein. 4. RELIANCE ON PROFESSIONAL SKILL OF CONTRACTOR. Contractor represents that it has the necessary professional skills to perform the work required and the City shall rely on such skills of the Contractor to do and perform the work. In performing the work hereunder Contractor shall adhere to the standards generally prevailing for the performance of expert consulting services similar to those to be performed by Contractor hereunder. Contractor represents that it has reviewed Exhibit A and that in its professional judgment the work to be performed under this Contract can be performed for a fee within the maximum amount set forth herein and within the times specified. Contractor represents that it possesses all necessary training, licenses and permits to perform the Scope of Work and that its performance of the Scope of Work will conform to the standards of practice of a professional having experience and expertise in performing professional services of like nature and complexity of the Scope of Work working on similar, successfully completed projects. The granting of any progress payment by City, or the receipt thereof by Contractor, or any inspection, review, approval or oral statement by any representative of City or any other governmental entity, shall in no way waive or limit the obligations in this Paragraph 4 or lessen the liability of Contractor for unsatisfactory work, including but not limited to cases where the defective or below standard work may not have been 221,131 one (1) year Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 v. Feb 2025 Page 3 apparent or detected at the time of such payment, inspection, review or approval. 5. PROJECT COORDINATION. A. City’s Project Manager. ________________________________ is hereby designated the Project Manager for the City and said Project Manager shall supervise all aspects of the progress and execution of this Contract. B. Contractor’s Project Director. Contractor shall assign a single Project Director to have overall responsibility for the progress and execution of this Contract for Contractor. ___________________________________ is hereby designated as the Project Director for Contractor. Should circumstances or conditions subsequent to the execution of this Contract require a substitute Project Director, for any reason, the Contractor shall notify the City within ten (10) business days of the substitution. 6. TERMINATION. A. The term of this Contract shall commence upon the date hereinabove written and shall expire upon completion of performance of work hereunder by Contractor. B. Notwithstanding the provisions of (A) above, City may with or without cause, direct Contractor to suspend, delay or interrupt the work, in whole or in part, for such periods of time as City may determine in its sole discretion. C. City may terminate this Contract in whole, or from time to time in part, for default, should Contractor commit a material breach of this Contract, or part thereof, and not cure such breach within ten (10) calendar days of the date of City’s written notice to Contractor demanding such cure, in which case Contractor shall be liable to City for all loss, cost, expense, damage and liability resulting from such breach and termination. D. City may terminate this Contract in whole, or from time to time in part, for convenience, whenever City determines that such termination is in City’s best interests, in which case Contractor shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Contract would otherwise provide, but may recover no other cost, damage or expense. Contractor shall continue its work throughout the course of any dispute, and Contractor’s failure to continue work during a dispute shall be a material breach of this Contract. E. Lack of Appropriation: If this Contract is a multi-year contract, subject to appropriation each fiscal year, the City may terminate this Contract immediately for lack of appropriation of funds. F. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Contract without the prior written consent of the other. Bill McClain Sean Mooney Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 v. Feb 2025 Page 4 G. Return of Documents. Upon termination, any and all City documents or materials provided to Contractor and any and all of Contractor's documents and materials prepared for or relating to the performance of its duties under this Contract, shall be delivered to City as soon as possible, but not later than thirty (30) days after termination. 7. INSURANCE REQUIREMENTS. During the term of this Contract, and for any time period set forth in Exhibit B, Contractor shall procure and maintain in full force and effect, at no cost to City insurance policies with respect to employees and vehicles assigned to the performance of work under this Contract with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B. 8. INDEMNIFICATION. A. Except as otherwise provided in subparagraph B of this section, Contractor shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by City, and hold harmless City, its officers, agents, employees and volunteers (collectively, the “City Indemnitees”), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively “CLAIMS”), arising out of Contractor’s performance of its obligations or conduct of its operations under this Contract. The Contractor's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the Contractor's indemnification obligation shall be reduced in proportion to the City Indemnitees’ share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the Contractor’s work or work product by the City or any of its directors, officers or employees shall not relieve or reduce the Contractor’s indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Contractor’s performance of or operations under this Contract, Contractor shall provide a defense to the City Indemnitees or at City’s option reimburse the City Indemnitees their costs of defense, including reasonable attorneys’ fees, incurred in defense of such claims. B. Where the work to be performed by Contractor under this Contract are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, Contractor shall indemnify and hold harmless the City and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages, Court costs, reasonable attorney’s fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 v. Feb 2025 Page 5 recklessness, or willful misconduct of Contractor, or any sub Contractors, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee. C. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract and shall survive the termination or completion of this Contract for the full period of time allowed by law. 9. PREVAILING WAGE. If the work to be performed under this Contract is for services where prevailing wages are required by State law, Contractor shall pay prevailing wages to its employees on any contract in excess of $1,000.00, Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Contract, as determined by Director of the State of California Department of Industrial Relations, are on file at the City’s Public Works Department upon request and may be obtained from the California Department of Industrial Relations website [http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. Contractor shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. Contractor and all subcontractors shall keep and maintain accurate employee payroll records for Work performed under the Contract. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly. Contractor shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Contract. 10. NOTICES. All notices and other communications required or permitted to be given under this Contract, including any notice of change of address, shall be in writing and given by email, personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of email, personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: To City’s Project Manager: [As identified in item 5.A] ___________________________ San Rafael, CA 94901 Email: ______________________ To Contractor’s Project Director: [As identified in item 5.B] ___________________________ ___________________________ Email: ______________________ 44911 Industrial Drive Fremont, CA 94538 bill.mcclain@avispl.comsean.mooney@cityofsanrafael.org 1400 Fifth Avenue Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 v. Feb 2025 Page 6 11. LIABILITY OF CITY. Except as provided in Exhibit A, Scope of Work to be Provided by Contractor and Exhibit B, Insurance, City's obligations under this Contract shall be limited to the payment of the compensation provided for in Paragraphs 1 and 2 of this Contract, Notwithstanding any other provision of this Contract, in no event shall City be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or incidental damages, lost profits or revenue, arising out of or in connection with this Contract, the Scope of Work, or the Project. City shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by Contractor, or by any of its employees, even though such equipment be furnished, rented or loaned to Contractor by City. The acceptance or use of such equipment by Contractor or any of its employees shall be construed to mean that Contractor accepts full responsibility for and shall exonerate, indemnify, defend and save harmless City from and against any and all claims for any damage or injury of any type, including attorneys' fees, arising from the use, misuse or failure of such equipment, whether such damage be to the Contractor, its employees, City employees or third parties, or to property belonging to any of the above. Nothing in this Contract shall constitute a waiver or limitation of any right or remedy, whether in equity or at law, which City or Contractor may have under this Contract or any applicable law. All rights and remedies of City or Contractor, whether under this Contract or other applicable law, shall be cumulative. 12. MEDIATION. Unless waived by the City, should any dispute arise out of this Contract, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Unless the City waives this requirement, Contractor shall not be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the parties. If a mediated settlement is reached neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs. 13. GENERAL TERMS AND CONDITIONS. This Contract includes, and the Contractor agrees to comply with the City’s General Terms and Conditions, which are set forth in Exhibit C, attached hereto and incorporated by reference. [Signatures are on the following page.] Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 v. Feb 2025 Page 7 IN WITNESS WHEREOF, the parties have executed this Contract as of the day, month and year first above written. CITY OF SAN RAFAEL: _________________________________ ________________________________, _________________________________ Executed on:_______________________ APPROVED AS TO FORM: Office of the City Attorney _________________________________ ________________________________, _________________________________ ATTEST: City Clerk _________________________________ ________________________________, _________________________________ CONTRACTOR: __________________________________ By: ____________________________ Name: ____________________________ Title: ____________________________ [If Contractor is a corporation, second corporate officer signature required] __________________________________ By: ____________________________ Name: ____________________________ Title: _____________________________ Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 General Counsel & SVP AVI-SPL LLC Lauren Fenno Chief Assistant City Attorney Andrea Visveshwara September 9, 2025 Cristine Alilovich City Manager City Clerk Lindsay Lara 1 EXHIBIT A SCOPE OF WORK AVI-SPL AUDIO VISUAL SCOPE OF WORK After careful and deliberate consideration of the City’s requirements, the Contractor referred to as AVI- SPL in this Scope of Work, is pleased to provide the following audiovisual solutions Scope of Work and will undertake the work described herein to upgrade the City’s Council Chambers as contemplated in Contractor’s Proposal No. 371184-8 . The scope of work below is based on sound engineering principles, reliable technology, and has been formulated specifically to meet your requirements. Project Overview/Narrative- This project will consist of a boardroom audio visual upgrade while adding desktop display monitors at designated participant locations. The installation will occur at the location stated: 1400 Fifth Avenue San Rafael, CA, , 94901. Scope of Work- Council Chamber Boardroom AVISPL will provide and install a boardroom as stated below directly reflecting the request for proposal provided. Decommissioning of Legacy Equipment – All existing AV equipment that will not be utilized in the new system will be properly decommissioned and left on-site for client processing. This includes the following: Audio DSP, room conference cameras, ceiling pole mounted projector (not projector screen), all rack equipment unless where specified. The Council Chamber, with approximately 125 seats, is designed to accommodate various public meetings and conference needs. The A/V system will be refreshed and deployed to ensure optimal sightlines and intelligible audio coverage, providing seamless experience for both in-person and remote participants. The council chamber will be equipped with web conferencing capabilities powered by Zoom, allowing for flexible collaboration with broadcast/recording capabilities. This space will feature recording capabilities via Zoom in both preset mode and full broadcast operated controller room modes. This will ensure that presentations and meetings can be captured for future playback. Additionally, assistive listening technology, that will be OFE (Owner Furnished Equipment), will be integrated to ensure accessibility for all users present in-room. Zoom Room Integration – The boardroom will be equipped with a dedicated Zoom Room compute, allowing for seamless video conferencing and content sharing. Public Presentation Lectern – The podium will support presentation HDMI source input/USB to PC connectivity for file sharing. Microphones – All microphones to remain owner furnished as exist. AV-over-IP Routing – The system will utilize IP-based 4k AV transmission for efficient and scalable video and audio distribution. Network infrastructure will remain isolated for A/V dedicated media and control. Video signal will be sent to broadcast peripherals outside of A/V network via HDMI connections. Docusign Envelope ID: 0A08EBBA-C92F-4B34-A8ED-012506F0F51FDocusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 2 CONTROL Programming – Control programming will be discrete source selection – The system will allow for individual source selection and switching, ensuring a flexible experience for participants and broadcast routing. A mode for Touch Panel optimized system control will enable staff to use boardroom A/V system without manual joystick/broadcasting features. A broadcasting mode will enable a preset/manual control broadcasting to OBS or other video inputs requiring HDMI connectivity of PROGRAM video. These modes will extend to audio functionality with an advanced menu for microphone and system volume settings. All folders containing programming deliverables will be clearly organized in a structured filing system to facilitate easy navigation and use. The final package will include IP tables (Device names, IP addresses, MAC addresses, and port numbers if applicable). PTZ Camera Control from Touch Panel – The touch panel interface will allow zoom in/out, pan, tilt, and preset recalls for all PTZ cameras. There will be a designated preset labeled OFF/ON to allow the operator to have full control of whether the camera video is on or off. Presets will be set on touch panels and camera controller. Independent Display Control – The control touch panel will allow each display/projector to be turned on or off separately without shutting down the entire system. (i.e., image mute function, POWER OFF) Advanced Audio Control – Audio levels, microphone gain, and voice lift functionality will be optimized for speech capture and video conferencing. Audio controls and presets will be accessible via the touch panel. Defaults state – Every time the room is turned on, it will be set to its default state. Default state will be coordinated with client for desired startup preset. GUI Consistency– The touch panel GUI will consist of AVI-SPL Theme Connect with City emblem as welcome page. Touch Panels will consist of peripheral control and separate for conducting control of dedicated Zoom PC. AV Shutdown & Power Management – The system will support automatic shutdown protocols to turn off all AV equipment when not in use. This feature will have a time programmed for when system should shut down, where it applies. An all SYSTEM Video/Audio MUTE will apply when system is in OFF state as standard. Docusign Envelope ID: 0A08EBBA-C92F-4B34-A8ED-012506F0F51FDocusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 3 Project Implementation Process Integration Process Phase I - Consultation The consultation process is the foundation of the system design and capabilities. During this process, we meet with key personnel to gain a thorough understanding of needs, objectives, and issues: • Architectural Criteria • Style of Meeting • Visual Media • Computer Display • Audio Systems • Audio Conferencing • Video Conferencing • Control options • Static Display • Supplemental (Multi-room tie-in, connection type, network interconnection, existing equipment) • Schedule (design/construction documents, construction, AV installation, occupancy) • Contacts (client, architect/interior designer, general contractor, other) Phase II - Engineering & Design AVI-SPL appoints a Project Engineer, who will team up with your AVI-SPL Account Manager and follow your project through to completion. During this phase, the information acquired during the needs analysis is developed into a technically sound and functional system design. The Project Engineer and AVI -SPL Account Manager perform a feasibility study. This study includes an examination of the desired capabilities, architectural, environmental, and technical details of your system. During the engineering and design process, we select the appropriate equipment, hardware, and software. The result of the engineering and design process is a system designed specifically to meet the requirements and environmental conditions that are unique to your application. The goals for this phase of the project are: • Verify initial design concepts • Verify location of all devices • Validate the design’s performance and concepts • Provide any value engineering and performance enhancement recommendations • Convert concept drawings to schematic, “build to” shop drawings • Submit final shop drawings and hardware list for approval prior to procurement and construction. Docusign Envelope ID: 0A08EBBA-C92F-4B34-A8ED-012506F0F51FDocusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 4 The documents created by the Systems Group engineering team include but are not limited to: • Rack elevations • Patch bay elevations • Lighting fixture locations • Custom assembly details • Panel details • Verification of conduit requirements • Verification of junction box requirements • Creation of fabrication documentation including wire numbers • Verification of wire types • Speaker cluster rigging design • Creation of accurate hardware/bill of quantities (BOQ) list • Create cut sheet books for hardware • Items • Provide other submittals as required At the conclusion of Phase II, the project’s design is finalized, all areas of system performance have been optimized, and the hardware parts lists, as well as the engineering drawings, are given final approval. The on-site pre-wiring shall immediately begin. Phase III: Pre-Installation AVI-SPL’s senior procurement managers will begin procurement of the hardware required for the system. Procurement is prioritized between: • Items immediately required for the initial on-site pre-installation by our installation team • Long lead items • Custom panels and custom/project specific hardware items • All other hardware items • Engineering and development of custom control software The procurement manager informs our project manager of any discontinued, new models or upgraded products on the hardware list. In these instances, AVI-SPL submits cut sheets on any new hardware items for approval and substitution into the system. The fabrication process begins upon receipt of product. AVI-SPL’s fabrication team utilizes the approved engineering drawings to build the systems. All system fabrication work is performed at our fabrication facility. AVI-SPL’s fabrication process includes: • Quality control inspection of all hardware items prior to integration into the various systems • Preparation of internal areas of the racks for installation of cabling • Installation of internal rack power distribution systems • Installation of hardware into the racks as shown on the rack elevation drawings • Installation of internal rack wiring Docusign Envelope ID: 0A08EBBA-C92F-4B34-A8ED-012506F0F51FDocusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 5 • Verification of internal rack wiring and wire/cable numbering • Installation of interconnection wiring between the racks • Testing of individual racks • Installation of control software • Testing and operating of multiple racks as a complete system • “Burn in” quality-control testing of multiple racks as a complete audio-visual system • Initial modifications to show control software • Acceptance of tested and “burned in” systems by the project manager and senior engineer • Photographic documentation of racks and other hardware items • Disassembly of racks in preparation for shipping and palletized as per AVI-SPL’s custom shipping standards • Delivery of the racks to the site via dedicated air ride trucks The careful testing and “burn in” of the completed systems in the fabrication shop will prevent the likelihood of discrepancies encountered during the onsite installation and testing. Phase IV: On-site Installation The on-site installation effort is coordinated by project manager and lead installer. The lead installer will be on site directing the installation teams. Prior to delivery and installation of pre-assembled systems, AVI-SPL field verifies conformance of installed cabling and other conditions necessary to ensure efficient integration of systems and devices. The team of on-site personnel will vary in number depending on the task requirements for that day. The project manager determines the correct resources required for the specific installation tasks. The AVI-SPL lead installer, project manager, and engineer carefully supervise our subcontractor. Depending on the required tasks, our daily on-site installation crew will include: • AVI-SPL Project Manager • AVI-SPL Lead Installer • Installation Personnel as necessary When required, AVI-SPL provides: • Senior Engineers • Field Engineers • Supplemental Field Technicians • Test and Adjust Engineers • Specialty Labor as required Once the installation is complete, the systems are carefully checked and brought on line. The final phases of the project begin. Phase V: Commissioning, Testing, and Adjustments During this phase, the complete testing and final adjustments of the systems are made. Our project manager coordinates with the project team as required to complete successful testing and tuning of the system, including testing far-end Customer Care connections. Our factory-trained service engineers travel to the job site to commission the system. All installation work is thoroughly checked prior to ‘turn Docusign Envelope ID: 0A08EBBA-C92F-4B34-A8ED-012506F0F51FDocusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 6 on.’ Errors or problems are corrected, and all equipment is adjusted for optimal performance in accord with the project specifications. The test and adjustment team consist of: • Owner’s Technical Representatives • AVI-SPL’s Project Manager The result of phase V is the shortest possible final punch list. Our projects typically have short punch lists thanks to: • Adherence to our quality assurance program • Correcting site-specific problems as they are detected • Installation of fully tested and “burned in” electronic hardware • Termination into fully tested and verified cabling and far end connections By adhering to these engineering policies and standards, the final punch list for projects of this type is typically limited to just a few items. Phase VI: Training – As Required Training is available throughout the project. We recommend the owner’s technical representative visit AVI- SPL’s fabrication facility for initial familiarization with the system during the in-house testing phase. The fabrication manager will: • Provide a comprehensive review of the system’s hardware • Review the system’s cabling and wire numbering methods • Discuss maintenance issues for the system • Demonstrate initial operation of the system The owner’s technical team may observe how the system interconnects to the building’s pre -installed cabling during installation and commissioning. Once the system is operational, we provide three levels of “hands on” training to the onsite operational personnel. Training is provided to: • System Operators (personnel who are qualified to operate the various systems) • System Technicians (personnel who provide on-site maintenance to the systems) • System Assistants (personnel who assist the operators and technicians) AVI-SPL produces operator manuals and other documentation to support the systems as required. Process Control & Documentation Reports and documentation are all standardized. Reporting and documentation for all project activities are stored in a centralized database for efficient access by integral departments (purchasing, distribution, systems integrations, account management etc.). All systems integration projects are overseen by AVI - SPL’s Chief Operating Officer (COO). The COO is responsible for overseeing all documentation and daily operational activities throughout our national systems integration network. Documentation and purchase orders are reviewed regularly by the corporate office. Docusign Envelope ID: 0A08EBBA-C92F-4B34-A8ED-012506F0F51FDocusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 7 •Lighting fixture locations •Custom assembly details Inclusions The following items are INCLUDED unless specifically noted otherwise within this Scope of Work: •All equipment, wire and accessories required for a fully functional audio/visual system per the agreed upon scope of work. •Non-union labor associated with audio/visual system engineering, installation, programming and testing. •Documentation package including complete as-built AV system diagrams and manufacturer’s operation manuals. •Coordination and cooperation with the construction team in regards to installing the system. •User demonstration of full AV system operation for final sign-off. Any additional trips, labor or materials due to failure of the other work forces to have the audiovisual system rough-in work completed as anticipated and previously confirmed, will be added to the project billing as required. Unless otherwise agreed in writing by AVI-SPL, all work performed by AVI-SPL will take place between the hours of 8:00 a.m. and 6:00 p.m. local time, Monday through Friday, excluding public and bank holidays. If AVI-SPL is required to perform work outside of these hours, the City will be charged AVI-SPL’s standard overtime rates. Any changes in the hours or days of performance must be agreed to in writing by AVI-SPL. Exclusions •This proposal does not include labor hours to accommodate lighting or shade control. •In the case of termination for convenience, Contractor shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Contract would otherwise provide including reimbursement at cost for any third party restocking/cancellation fees incurred. •Delivery of the display will require a pathway to this room from an exterior door/dock without stairs that can fit one 91.7”x54.9”x11.1” shipping box without tipping to any angle. Additional charges will apply for the delivery of the display if a pathway with sufficient clearance is not available. •Owner Furnished Equipment (OFE) must be in good working order and compatible with current audio, video and networking standards as required by this proposal. Updating end- •of-life devices presents risks and may cause them to become unresponsive, requiring a Change Order. •Customer (OFE) provided displays (add wall mounts if also OFE) must be located in the building prior to AVI-SPL scheduled installation time and date. Failure to have displays onsite will result in return trips and additional charges. •Client will be responsible for installation of power, backing, and network infrastructure for new installation of display/Projection . •Client will be responsible for providing IP information during the commissioning phase as required. Docusign Envelope ID: 0A08EBBA-C92F-4B34-A8ED-012506F0F51FDocusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 8 General Information Network & Security The integration of Audio Visual hardware can consist of many different devices and systems with varying network requirements, impacts, and security considerations. AVI-SPL will work with the stakeholders to discover the network requirements and hardware capabilities. AVI-SPL will design the system to meet the network requirements and provide construction drawings and a list of devices to be integrated into the Customer’s network. At the time of installation, AVI-SPL will connect devices based on the design and requirements to begin verification. The Network & Security section of this proposal will fully detail the process, deliverables, and responsibilities for deploying AV systems in a network environment. Method of Payment Subject to the terms and conditions of this Contract, Contractor shall be paid based on the Investment Summary that follows. The Total Proposal price, excluding the price for Stand -alone Services (as defined in this section), shall be billed as follows, subject to continuing credit approval: • 50% down payment at time of order • 40% upon delivery at Seller • 10% upon project completion and Buyer sign-off or first beneficial use, whichever occurs first, payable net 30 from Buyer’s receipt of invoice. For purposes of this Agreement, “Stand-alone Services” means any Services not attached to an installation project. Unless otherwise specified in the Proposal, Products are sold F.O.B. origin-Buyer to pay all shipping charges. If this Proposal covers Products or Services for more than one system, room, suite, or location, for purposes of payment in accordance with payment terms stated on the face hereof each room, suite, or location shall be treated as if the subject of a separate sale and payment made accordingly. Unless otherwise specified in the Proposal, all pricing and amounts are in US Dollars and all billing and payment shall be made in US Dollars. Docusign Envelope ID: 0A08EBBA-C92F-4B34-A8ED-012506F0F51FDocusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 9 Total Equipment Cost $125,343.59 Includes cable, connectors, hardware, switches, relays, terminal blocks, panels, etc., to ensure complete and operational system Includes engineering, project management, CAD, on-site installation and wiring, coordination and supervision, testing, checkout, owner training, etc. performed on the Owner's premises. Also includes all fabrication, modification, assembly, rack wiring, programming, warranties, etc., some performed at AVI-SPL. May include disposal of existing equipment where elected. Includes non equipment or labor costs, such as travel expenses, per diem, lift and vehicle rentals Includes all G & A expenses: vehicle mileage, shipping and insurance, as applicable Includes post-installation support and maintenance options selected for installed rooms Includes post-installation maintenance options selected for installed devices Subtotal $209,216.93 Tax $11,913.62 Total $221,130.55 * ANY and all applicable taxes will be included upon invoicing END OF EXHIBIT A Professional Integration Services $59,465.38 Direct Costs $6,490.32 General & Administrative $9,563.57 Services - Room Support and Maintenance $4,491.07 Services - Device Maintenance $3,863.00 Docusign Envelope ID: 0A08EBBA-C92F-4B34-A8ED-012506F0F51FDocusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 v. Feb 2025 Exhibit B-1 EXHIBIT B INSURANCE REQUIREMENTS During the term of this Contract, and for any time period set forth below, Contractor shall procure and maintain in full force and effect, at no cost to City insurance policies with respect to employees and vehicles assigned to the performance of work under this Contract with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B. A. Scope of Coverage. During the term of this Contract, Contractor shall maintain, at no expense to City, the following insurance: 1. Commercial general liability. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. Automobile liability. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence. 3. Professional liability. If any licensed professional performs any of the work required to be performed under this Contract, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the Contractor's performance under this Contract. Where Contractor is a professional not required to have a professional license, City reserves the right to require Contractor to provide professional liability insurance pursuant to this section. 4. Workers’ compensation. If it employs any person, Contractor shall maintain workers’ compensation insurance, as required by the State of California, with statutory limits, and employer’s liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. Contractor’s workers’ compensation insurance shall be specifically endorsed to waive any right of subrogation against City. B. Other Insurance Requirements. The insurance coverage required of the Contractor in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall be specifically endorsed to include the City, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under Contractor’s insurance Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 v. Feb 2025 Exhibit B-2 policies shall be “primary and noncontributory” with respect to any insurance or coverage maintained by City and shall not call upon City's insurance or self-insurance coverage for any contribution. The “primary and noncontributory” coverage in Contractor’s policies shall be at least as broad as ISO form CG20 01 04 13. 3. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. By execution of this Contract, Contractor hereby grants to City a waiver of any right to subrogation which any insurer of Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Form, then, following termination of this Contract, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the Effective Date of this Contract. 7. The limits of insurance required in this Contract may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written contract or agreement) before City’s own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Contract that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this Contract are sufficient to cover the obligations of the Contractor under this Contract. 9. Contractor agrees to ensure that subcontractors, and any other party involved with the performance of work under this Contract, who is brought onto or involved in the performance of the work by Contractor under this Contract, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Contract. CONSUTLANT agrees that upon request by City, all Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 v. Feb 2025 Exhibit B-3 agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the work under this Contract will be submitted to City for review. 10. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the Scope of Work reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Contract. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. C. Deductibles and SIR’s. Any deductibles or self-insured retentions in Contractor's insurance policies must be declared to and approved by the City and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or City or other additional insured party. At City's option, the deductibles or self- insured retentions with respect to City shall be reduced or eliminated to City's satisfaction, or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney’s fees and defense expenses. D. Proof of Insurance. Contractor shall provide to the Project Manager all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Contract; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Contract. City reserves the right to obtain a full certified copy of any insurance policy and endorsements from Contractor. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by the City. Failure to comply with these requirements shall be considered a material breach of contract. Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 v. Feb 2025 Exhibit C-1 EXHIBIT C GENERAL TERMS AND CONDITIONS 1. COMPLIANCE WITH ALL LAWS. Contractor shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Contract. Contractor shall perform all work under this Contract in accordance with these laws, ordinances, codes and regulations. Contractor shall release, defend, indemnify and hold harmless City, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 2. PROVISIONS DEEMED INSERTED. Every provision of law required to be inserted in the Contract is deemed to be inserted, and the Contract will be construed and enforced as though such provision has been included. If it is discovered that through mistake or otherwise that any required provision was not inserted, or not correctly inserted, the Contract will be deemed amended accordingly. 3. SEVERABILITY. If any provision of the Contract documents, or portion of a provision, is determined to be illegal, invalid, or unenforceable, the remaining provisions of the Contract documents will remain in full force and effect. 4. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the Contractor in connection with the performance of its duties under this Contract, shall be the sole property of City. City may use said property for any purpose, including projects not contemplated by this Contract. 5. INSPECTION AND AUDIT. Upon reasonable notice, Contractor shall make available to City, or its agent, for inspection and audit, all documents and materials maintained by Contractor in connection with its performance of its duties under this Contract. Contractor shall fully cooperate with City or its agent in any such audit or inspection. Contractor shall maintain all Project- related records for a period of three (3) years from completion of the work. 6. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Contract nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Contract or any rights, duties Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 v. Feb 2025 Exhibit C-2 or obligations arising hereunder shall be void and of no effect. 7. WORKERS' COMPENSATION. Contractor certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and Contractor certifies that it will comply with such provisions before commencing the performance of the work of this contract. 8. NONDISCRIMINATION. Contractor shall not discriminate, in any way, against any person on the basis of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation in connection with or related to the performance of its duties and obligations under this Contract. 9. NO THIRD PARTY BENEFICIARIES. City and Contractor do not intend, by any provision of this Contract, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Contract, to the other party. 10. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Contract, Contractor, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the City. Contractor and City expressly intend and agree that the status of Contractor, its officers, agents and employees be that of an Independent Contractor and not that of an employee of City. 11. ENTIRE CONTRACT -- AMENDMENTS. A. The terms and conditions of this Contract, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Contract of the parties with respect to the subject matter of this Contract. B. This written Contract shall supersede any and all prior contracts, oral or written, regarding the subject matter between the Contractor and the City. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Contract, shall be valid or binding, except by way of a written amendment to this Contract. D. The terms and conditions of this Contract shall not be altered or modified Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 v. Feb 2025 Exhibit C-3 except by a written amendment to this Contract signed by the Contractor and the City. E. If any conflicts arise between the terms and conditions of this Contract, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Contract shall control. 12. SET-OFF AGAINST DEBTS. Contractor agrees that City may deduct from any payment due to Contractor under this Contract, any monies which Contractor owes City under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 13. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Contract, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Contract, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Contract or any applicable law, ordinance or regulation. 14. CITY BUSINESS LICENSE / OTHER TAXES. Contractor shall obtain and maintain during the duration of this Contract, a City business license as required by the San Rafael Municipal Code, and Contractor shall pay any and all state and federal taxes and any other applicable taxes. City shall not be required to pay for any work performed under this Contract, until Contractor has provided City with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 15. SURVIVAL OF TERMS. Any terms of this Contract that by their nature extend beyond the term (or termination) of this Contract shall remain in effect until fulfilled and shall apply to both Parties’ respective successors and assigns. 16. GOVERNING LAW. This Contract shall be deemed to have been executed in the County of Marin, California. The formation, interpretation and performance of this Contract shall be governed by the laws of the State of California, excluding its conflict of laws rules. Any suit or action initiated by either party shall be brought in the County of Marin, California unless the parties agree otherwise in a written amendment to this Contract. Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 v. Feb 2025 Exhibit C-4 17. CONFLICT OF INTEREST. Contractor, its employees, subcontractors and agents, may not have, maintain or acquire a conflict of interest in relation to this Contract in violation of any City ordinance or policy or in violation of any California law, including under Government Code section 1090 et seq. and under the Political Reform Act as set forth in Government Code section 81000 et seq. and its accompanying regulations. Any violation of this Section constitutes a material breach of the Contract. 18. AUTHORIZATION. Each individual signing above warrants that they are authorized to do so by the party that they represent, and that this Contract is legally binding on that party. If Contractor is a corporation, signatures from two officers of the corporation are required pursuant to California Corporation Code section 313. 19. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Contract may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. All following documents are attached as reference material. RESPONSIBLE PARTY DESCRIPTION COMPLETED Project Manager Email PINS insurance request to Contractor ☐ City Attorney’s Office Review, revise as needed, and approve agreement as to form Department Director Review and approve agreement Risk Management Confirm insurance documentation is complete Finance Review and sign off on funding availability TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Project Manager: Contractor Name: Contractor’s Contact: Contact’s Email: City Council Date: ☐ ___________________ or ☐ Not applicable ☐ FPPC: Check if Contractor must file Form 700 bill.mcclain@avispl.com AVI_SPL LLC 07/21/2025 Digital Service and Open Government X Bill McClain Sean Mooney X Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 AudioVisual Solutions Proposal For 44911 Industrial Drive Fremont, CA 94538 (510) 344-5618 Fax: (925) 551-7630 www.avispl.com Bill McClainPrepared By: 371184-8Proposal No: City of San Rafael San Rafael Council Chamber Refresh Bill.McClain@avispl.com AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 1 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Project Implementation Process Integration Process AVI-SPL is dedicated to giving you with technically sound, well-integrated, and user-friendly solutions. To that end, AVI-SPL utilizes a six-step process that ensures seamless communication and transition from project conception to project completion. The beginning of the process is essential to the success of the implementation and Customer Care Services that ensure acclimation, adoption, and continued use of the technology. The scope of this Design Proposal is summarized in Phases I & II. Phases III – VI outline the process through to completion including implementation of the concierge level service requested by the client. Phase I - Consultation The consultation process is the foundation of the system design and capabilities. During this process, we meet with key personnel to gain a thorough understanding of needs, objectives, and issues:  Architectural Criteria  Style of Meeting  Visual Media  Computer Display  Audio Systems  Audio Conferencing  Video Conferencing  Control options  Static Display  Supplemental (Multi-room tie-in, connection type, network interconnection, existing equipment)  Schedule (design/construction documents, construction, AV installation, occupancy)  Contacts (client, architect/interior designer, general contractor, other) Phase II - Engineering & Design AVI-SPL appoints a Project Engineer, who will team up with your AVI-SPL Account Manager and follow your project through to completion. During this phase, the information acquired during the needs analysis is developed into a technically sound and functional system design. The Project Engineer and AVI-SPL Account Manager perform a feasibility study. This study includes an examination of the desired capabilities, architectural, environmental, and technical details of your system. During the engineering and design process, we select the appropriate equipment, hardware, and software. The result of the engineering and design process is a system designed specifically to meet the requirements and environmental conditions that are unique to your application. The goals for this phase of the project are:  Verify initial design concepts  Verify location of all devices  Validate the design’s performance and concepts  Provide any value engineering and performance enhancement recommendations  Convert concept drawings to schematic, “build to” shop drawings  Submit final shop drawings and hardware list for approval prior to procurement and construction. The documents created by the Systems Group engineering team include but are not limited to:  Rack elevations  Patch bay elevations  Lighting fixture locations  Custom assembly details AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 2 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved  Panel details  Verification of conduit requirements  Verification of junction box requirements  Creation of fabrication documentation including wire numbers  Verification of wire types  Speaker cluster rigging design  Creation of accurate hardware/bill of quantities (BOQ) list  Create cut sheet books for hardware  Items  Provide other submittals as required At the conclusion of Phase II, the project’s design is finalized, all areas of system performance have been optimized, and the hardware parts lists, as well as the engineering drawings, are given final approval. The on-site pre-wiring shall immediately begin. Phase III: Pre-Installation AVI-SPL’s senior procurement managers will begin procurement of the hardware required for the system. Procurement is prioritized between:  Items immediately required for the initial on-site pre-installation by our installation team  Long lead items  Custom panels and custom/project specific hardware items  All other hardware items  Engineering and development of custom control software The procurement manager informs our project manager of any discontinued, new models or upgraded products on the hardware list. In these instances, AVI-SPL submits cut sheets on any new hardware items for approval and substitution into the system. The fabrication process begins upon receipt of product. AVI-SPL’s fabrication team utilizes the approved engineering drawings to build the systems. All system fabrication work is performed at our fabrication facility. AVI-SPL’s fabrication process includes:  Quality control inspection of all hardware items prior to integration into the various systems  Preparation of internal areas of the racks for installation of cabling  Installation of internal rack power distribution systems  Installation of hardware into the racks as shown on the rack elevation drawings  Installation of internal rack wiring  Verification of internal rack wiring and wire/cable numbering  Installation of interconnection wiring between the racks  Testing of individual racks  Installation of control software  Testing and operating of multiple racks as a complete system  “Burn in” quality-control testing of multiple racks as a complete audio-visual system  Initial modifications to show control software  Acceptance of tested and “burned in” systems by the project manager and senior engineer  Photographic documentation of racks and other hardware items  Disassembly of racks in preparation for shipping and palletized as per AVI-SPL’s custom shipping standards  Delivery of the racks to the site via dedicated air ride trucks The careful testing and “burn in” of the completed systems in the fabrication shop will prevent the likelihood of discrepancies encountered during the onsite installation and testing. AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 3 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Phase IV: On-site Installation The on-site installation effort is coordinated by project manager and lead installer. The lead installer will be on site directing the installation teams. Prior to delivery and installation of pre-assembled systems, AVI-SPL field verifies conformance of installed cabling and other conditions necessary to ensure efficient integration of systems and devices. The team of on-site personnel will vary in number depending on the task requirements for that day. The project manager determines the correct resources required for the specific installation tasks. The AVI-SPL lead installer, project manager, and engineer carefully supervise our subcontractor. Depending on the required tasks, our daily on-site installation crew will include:  AVI-SPL Project Manager  AVI-SPL Lead Installer  Installation Personnel as necessary When required, AVI-SPL provides:  Senior Engineers  Field Engineers  Supplemental Field Technicians  Test and Adjust Engineers  Specialty Labor as required Once the installation is complete, the systems are carefully checked and brought on line. The final phases of the project begin. Phase V: Commissioning, Testing, and Adjustments During this phase, the complete testing and final adjustments of the systems are made. Our project manager coordinates with the project team as required to complete successful testing and tuning of the system, including testing far-end Customer Care connections. Our factory-trained service engineers travel to the job site to commission the system. All installation work is thoroughly checked prior to ‘turn on.’ Errors or problems are corrected, and all equipment is adjusted for optimal performance in accord with the project specifications. The test and adjustment team consist of:  Owner’s Technical Representatives  AVI-SPL’s Project Manager The result of phase V is the shortest possible final punch list. Our projects typically have short punch lists thanks to:  Adherence to our quality assurance program  Correcting site-specific problems as they are detected  Installation of fully tested and “burned in” electronic hardware  Termination into fully tested and verified cabling and far end connections By adhering to these engineering policies and standards, the final punch list for projects of this type is typically limited to just a few items. Phase VI: Training – As Required Training is available throughout the project. We recommend the owner’s technical representative visit AVI-SPL’s fabrication facility for initial familiarization with the system during the in-house testing phase. The fabrication manager will:  Provide a comprehensive review of the system’s hardware  Review the system’s cabling and wire numbering methods  Discuss maintenance issues for the system  Demonstrate initial operation of the system AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 4 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved The owner’s technical team may observe how the system interconnects to the building’s pre-installed cabling during installation and commissioning. Once the system is operational, we provide three levels of “hands on” training to the onsite operational personnel. Training is provided to:  System Operators (personnel who are qualified to operate the various systems)  System Technicians (personnel who provide on-site maintenance to the systems)  System Assistants (personnel who assist the operators and technicians) AVI-SPL produces operator manuals and other documentation to support the systems as required. Process Control & Documentation Reports and documentation are all standardized. Reporting and documentation for all project activities are stored in a centralized database for efficient access by integral departments (purchasing, distribution, systems integrations, account management etc.). All systems integration projects are overseen by AVI-SPL’s Chief Operating Officer (COO). The COO is responsible for overseeing all documentation and daily operational activities throughout our national systems integration network. Documentation and purchase orders are reviewed regularly by the corporate office. AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 5 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 AVI-SPL AUDIO VISUAL SCOPE OF WORK After careful and deliberate consideration of your requirements, we are pleased to provide the following audiovisual solutions Scope of Work. The scope of work below is based on sound engineering principles, reliable technology, and has been formulated specifically to meet your requirements. Project Overview/Narrative- This project will consist of a boardroom audio visual upgrade while adding desktop display monitors at designated participant locations. The installation will occur at the location stated: 1400 Fifth Avenue San Rafael, CA, , 94901. Scope of Work- Council Chamber Boardroom AVISPL will provide and install a boardroom as stated below directly reflecting the request for proposal provided. Decommissioning of Legacy Equipment – All existing AV equipment that will not be utilized in the new system will be properly decommissioned and left on-site for client processing. This includes the following: Audio DSP, room conference cameras, ceiling pole mounted projector (not projector screen), all rack equipment unless where specified. The Council Chamber, with approximately 125 seats, is designed to accommodate various public meetings and conference needs. The A/V system will be refreshed and deployed to ensure optimal sightlines and intelligible audio coverage, providing seamless experience for both in-person and remote participants. The council chamber will be equipped with web conferencing capabilities powered by Zoom, allowing for flexible collaboration with broadcast/recording capabilities. This space will feature recording capabilities via Zoom in both preset mode and full broadcast operated controller room modes. This will ensure that presentations and meetings can be captured for future playback. Additionally, assistive listening technology, that will be OFE (Owner Furnished Equipment), will be integrated to ensure accessibility for all users present in-room. Zoom Room Integration – The boardroom will be equipped with a dedicated Zoom Room compute, allowing for seamless video conferencing and content sharing. Public Presentation Lectern – The podium will support presentation HDMI source input/USB to PC connectivity for file sharing. Microphones – All microphones to remain owner furnished as exist. AV-over-IP Routing – The system will utilize IP-based 4k AV transmission for efficient and scalable video and audio distribution. Network infrastructure will remain isolated for A/V dedicated media and control. Video signal will be sent to broadcast peripherals outside of A/V network via HDMI connections. AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 6 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 CONTROL Programming – Control programming will be discrete source selection – The system will allow for individual source selection and switching, ensuring a flexible experience for participants and broadcast routing. A mode for Touch Panel optimized system control will enable staff to use boardroom A/V system without manual joystick/broadcasting features. A broadcasting mode will enable a preset/manual control broadcasting to OBS or other video inputs requiring HDMI connectivity of PROGRAM video. These modes will extend to audio functionality with an advanced menu for microphone and system volume settings. All folders containing programming deliverables will be clearly organized in a structured filing system to facilitate easy navigation and use. The final package will include IP tables (Device names, IP addresses, MAC addresses, and port numbers if applicable). PTZ Camera Control from Touch Panel – The touch panel interface will allow zoom in/out, pan, tilt, and preset recalls for all PTZ cameras. There will be a designated preset labeled OFF/ON to allow the operator to have full control of whether the camera video is on or off. Presets will be set on touch panels and camera controller. Independent Display Control – The control touch panel will allow each display/projector to be turned on or off separately without shutting down the entire system. (i.e., image mute function, POWER OFF) Advanced Audio Control – Audio levels, microphone gain, and voice lift functionality will be optimized for speech capture and video conferencing. Audio controls and presets will be accessible via the touch panel. Defaults state – Every time the room is turned on, it will be set to its default state. Default state will be coordinated with client for desired startup preset. GUI Consistency– The touch panel GUI will consist of AVI-SPL Theme Connect with City emblem as welcome page. Touch Panels will consist of peripheral control and separate for conducting control of dedicated Zoom PC. AV Shutdown & Power Management – The system will support automatic shutdown protocols to turn off all AV equipment when not in use. This feature will have a time programmed for when system should shut down, where it applies. An all SYSTEM Video/Audio MUTE will apply when system is in OFF state as standard. Exclusions o This proposal does not include labor hours to accommodate lighting or shade control. o Delivery of the display will require a pathway to this room from an exterior door/dock without stairs that can fit one 91.7”x54.9”x11.1” shipping box without tipping to any angle. Additional charges will apply for the delivery of the display if a pathway with sufficient clearance is not available. o Owner Furnished Equipment (OFE) must be in good working order and compatible with current audio, video and networking standards as required by this proposal. Updating end- AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 7 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 Audio Visual Innovations Inc. and Signal Perfection Ltd are wholly owned subsidiaries of AVI-SPL, Inc. This Entire Document and all information (including drawings, specifications, and designs) presented by any subsidiary are the property of AVI-SPL Inc. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL. All Rights Reserved (V1.1) of-life devices presents risks and may cause them to become unresponsive, requiring a Change Order. o Customer (OFE) provided displays (add wall mounts if also OFE) must be located in the building prior to AVI-SPL scheduled installation time and date. Failure to have displays onsite will result in return trips and additional charges. o Client will be responsible for installation of power, backing, and network infrastructure for new installation of display/Projection . o Client will be responsible for providing IP information during the commissioning phase as required. General Information Network & Security The integration of Audio Visual hardware can consist of many different devices and systems with varying network requirements, impacts, and security considerations. AVI-SPL will work with the stakeholders to discover the network requirements and hardware capabilities. AVI-SPL will design the system to meet the network requirements and provide construction drawings and a list of devices to be integrated into the Customer’s network. At the time of installation, AVI-SPL will connect devices based on the design and requirements to begin verification. The Network & Security section of this proposal will fully detail the process, deliverables, and responsibilities for deploying AV systems in a network environment. AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 8 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 * ANY and all applicable taxes will be included upon invoicing Investment Summary City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901-1993 Valid Until:07/06/2025 371184-8Proposal #: 06/05/2025Date Prepared: Bill McClainPrepared By:Vinh PhamPrepared For: Total $221,130.55 $11,913.62Tax $209,216.93Subtotal DatePrintedSigned Purchase orders should be addressed to AVI-SPL LLC Due to global semiconductor ("chip") shortages and supply chain disruptions pricing quoted in this proposal may change. Installation schedules are subject to current (daily) product availability and may be delayed or postponed. Total Equipment Cost $125,343.59 Includes cable, connectors, hardware, switches, relays, terminal blocks, panels, etc., to ensure complete and operational system Professional Integration Services $59,465.38 Includes engineering, project management, CAD, on-site installation and wiring, coordination and supervision, testing, checkout, owner training, etc. performed on the Owner's premises. Also includes all fabrication, modification, assembly, rack wiring, programming, warranties, etc., some performed at AVI-SPL. May include disposal of existing equipment where elected. Direct Costs $6,490.32 Includes non equipment or labor costs, such as travel expenses, per diem, lift and vehicle rentals General & Administrative $9,563.57 Includes all G & A expenses: vehicle mileage, shipping and insurance, as applicable Services - Room Support and Maintenance $4,491.07 Includes post-installation support and maintenance options selected for installed rooms Services - Device Maintenance $3,863.00 Includes post-installation maintenance options selected for installed devices This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 9 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 Services Summary This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 10 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 Equipment List Room Summary - Council Chambers Description QtyMfg Extended PriceModelUnit Price Display Systems 1NEWLINENEWSTV-11524-PLUS $13,057.65115" STV Plus Smart TV, UHD 4K, Built in Wifi, Digital Signa $13,057.65 0NEWLINENEWEPR8A505HD000 $0.00Heavy Duty Mobile Stand Compatible with STV 115"+ / 98” Q/ S $1,202.35 2OFEOFE OFEOver flow Displays and Mounts (Owner Furnished Equipment) OFE 3QSCQSCNV21HU $4,965.51ENDPOINT, 4K60 4:4:4 NETWORK VIDEO, 1 HDMI 2.0 IN, 1 USB-C $1,655.17 Camera System 1QSCQSCNC20X60 $4,089.65CAMERA, 20X OPTICAL ZOOM PTX, POE W/WALL MNT BRACKET $4,089.65 2QSCQSCNC12X80 $6,827.58CAMERA, PTZ NETWORK INCLUDES WALL BRACKET $3,413.79 3QSCQSCPTZCMB1 $343.44BRACKET, CEILING MOUNT FOR PTZ CAMERA $114.48 1SKARRHOJSKAPTZEXTREMEV2B $4,623.34CONTROLLER, CAMERA, PTZ EXTREME V3 W/BPI $4,623.34 Sources 1OFEOFE OFEPC, w/ mouse, keyboard, and local display (Owner Furnished Equipment) OFE 0NOTE:$0.00PC should have two (2) HDMI video outputs $0.00 1CRESTRONCREAM3111KIT $1,493.90PRESENTATION SYSTEM, AIRMEDIA SERIES 3 KIT $1,493.90 2CRESTRONCREAMTX3100 $975.62ADAPTER, CONNECT AIRMEDIA $487.81 1LENOVOLEN11RXS00700 $1,117.24COMPUTER, THINKSMART CORE LOGI (ZOOM), WIN 11 /16GB $1,117.24 1LOGITECHLOG952000085 $635.41CONTROLLER, TAP IP (GRAPHITE)$635.41 Video Ingest/Switching/Distribution 1 OFEOFE RACK PC (Owner Furnished Equipment) OFE 13QSCQSCNV21HU $21,517.21ENDPOINT, 4K60 4:4:4 NETWORK VIDEO, 1 HDMI 2.0 IN, 1 USB-C $1,655.17 13FacmoguFACPSU12VDC $292.3712V 10A Power Supply AC to DC Adapter, AC to DC Converter 10 $22.49 0QSCQSCNV21PSU $0.00POWER SUPPLY, 12V 10A AUX FOR NV-21-HU W/USB-C CHARGING $220.68 1QSCQSCNV32H $3,231.03ENDPOINT, 4k60 4:4:4 CORE CAPABLE NETWORK VIDEO $3,231.03 1SENSHUNSHIYESENPS48V3ACUS $21.65POWER SUPPLY ADAPTER, 48V 3A 48V 144W CHARGER $21.65 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 11 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 Description QtyMfg Extended PriceModelUnit Price 2TRIPPLITETRIU442DOCK4S $353.84DOCKING STATION, USB-C W/USB HUB HDMI VGA DP GBE PD CHARGING $176.92 2STARTECH.COM STAST4200MINI2 $23.42USB HUB, 4-PORT MINI 2.0 $11.71 1QSCQSCIOUSBBRIDGE $1,517.24Q-SYS POE BRIDGING ENDPOINT FOR AV TO USB BRIDGING $1,517.24 2MAGEWELLMAG32090 $940.22DONGLE, USB CAPTURE HDMI 4K PLUS $470.11 Audio Systems 1QSCQSCCXQ2K4 $2,186.21AMPLIFIER, 4 CHANNEL 500W Q-SYS NETWORKED, LO-Z, 100V $2,186.21 1QSCQSCCXQ4K4 $2,944.82AMPLIFIER, 4 CHANNEL, 1000W, Q-SYS NETWORK, LO-Z, 10V, 100V $2,944.82 2QSCQSCQIOML4I $1,078.62NETWORK AUDIO EXPANDER, 4 MIC/LINE INPUTS $539.31 5QSCQSCPLDC24 $3,448.30SPEAKER, 4" DUAL 2-WAY PASSIVE DIRECTIVITY CONTROL (BLACK) $689.66 5QSCQSCPLDC24YM $386.20YOKE MOUNT FOR PL-DC24, BLACK $77.24 2QSCQSCQIOL4O $827.58NETWORK AUDIO EXPANDER, 4 LINE OUTPUTS $413.79 2SHURESHUMX400DP $461.10SMALL DESKTOP BASE $230.55 2SHURESHUMX415RLPDFC $449.52MICROPHONE, 15" SHOCK-MOUNTED GOOESNECK, RED LED RING $224.76 1SHURESHUULXD4DG50 OFERECEIVER, DUAL DIGITAL WIRELESS W/INTERNAL PWR SUP, 1/2 WAVE (Owner Furnished Equipment) OFE 1SHURESHUULXD4G50 OFESINGLE DIGITAL WIRELESS RECEIVER W/PS41US PWR SUP, 1/2 WAVE (Owner Furnished Equipment) OFE Control Systems 2NETGEARNETGSM4230UP100NA S $4,774.38SWITCH, M4250 26G4F POE PLUS MN SW $2,387.19 1QSCQSCCORE24F $3,724.14SYSTEM, CORE PROCESSOR W/ 24 LOCAL AUDIO I/O CHANNELS $3,724.14 1QSCQSCTSC101G3 $2,275.86CONTROLER, 10.1" TOUCH PANEL FOR IN-WALL MOUNT, BLACK $2,275.86 1QSCQSCTSC70G3 $1,379.31CONTROLLER, 7" Q-SYS POE TOUCHSCREEN, IN- WALL MOUNTING $1,379.31 2QSCQSCTSC710TG3 $673.10TABLE TOP MOUNTING ACCESSORY FOR TSC-70- G3 / TSC-101W-G3 $336.55 8QSCQSCQIOGP8X8 $2,703.44Q-SYS PERIPHERAL PROVIDING CONTROL EXPANSION W/8 LOGIC IN-PU $337.93 1NETGEARNETGSM4230P100NAS $1,193.59SWITCH, M4250 26G4F PoE PLUS MINGD SW $1,193.59 Rack Systems 1VIDEO FURNITURE INTERNATI VIDPD5107 $2,447.13PODIUM, DUAL RACK MOBILE INSTRUCTOR STATION (SPECIFY COLOR) $2,447.13 1VIDEO FURNITURE VIDCUB8 $688.51CABLE CUBBY W/ 2 X 120VAC POWER OUTLETS (REQUIRES A CUTOUT) $688.51 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 12 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 Room Support and Maintenance Device Maintenance Enhanced Maintenance Services - Room; 12-months $4,491.07 Description QtyMfg Extended PriceModelUnit PriceFURNITURE INTERNATI CABLE CUBBY W/ 2 X 120VAC POWER OUTLETS (REQUIRES A CUTOUT) 1VIDEO FURNITURE INTERNATI VIDSHFL51 $216.09SHELF KIT FOR PD51 SERIES $216.09 2MIDDLE ATLANTIC MIDSRS211 $986.90SYSTEM, SLIDING RAIL - 11 RU $493.45 2SURGEXSURSX1120RT $1,616.08POWER CONDITIONER, RACK MOUNT 1RU 9 OUTLET 20 AMP W/REMOTE $808.04 1MIDDLE ATLANTIC MIDU1V4 $153.62RACKSHELF, 1 SPACE VENTED, 4PK $153.62 1MIDDLE ATLANTIC MIDBR1 $48.631 SPACE (1 3/4") BRUSH GROMMET PANEL $48.63 Cable, Bulk and Pre-Terminated 3000WINDY CITY WIRE WINCAT6ASBLK $1,710.00CABLE, 23-4P OAS SOL PVC C6A BLK JKT $0.57 2WINDY CITY WIRE WINPTM106207C $183.90CONNECTOR, RJ45 8P8C CAT6/5 SHIELDED (50PK)$91.95 1000WINDY CITY WIRE WIN221PREZPBLK $340.00CABLE, 22-1P OAS STR CMP TC BLACK JACKET $0.34 8COMPREHENSIVE VIDEO COMHD18HD186ST $60.56CABLE, 6' STANDARD SERIES 18G HDMI 2.0 HIGH SPEED W/ETHERNE 7.99 msrp omnia 20% $7.57 4COMPREHENSIVE VIDEO COMHD18HD183ST $27.76CABLE, 3' STANDARD SERIES 18G HDMI 2.0 HIGH SPEED W/ETHERNE $6.94 4COMPREHENSIVE VIDEO COMMHD18G9PROBLK $121.32CABLE, 9' MICROFLEX SERIES, AV/IT 4K60 18G HIGH SPEED, BLK $30.33 4COMPREHENSIVE VIDEO COMHD18G6PROBLK $78.36CABLE, 6' PRO AV/IT 18GB 4K HIGH SPEED HDMI W/PROGRIP $19.59 DIAS CHAIR MONITOR SYSTEM 13LENOVOLEN62CAUAR1US $3,237.52LCD, 16" 1080P 2LB 250NIT IPS LED 1K:1C (THINKVISION M15) $249.04 13KRAMERKRACUSBCHM6 $385.97CABLE, 6' USBC MALE TO HDMI MALE $29.69 3QSCQSCNV21HU $4,965.51ENDPOINT, 4K60 4:4:4 NETWORK VIDEO, 1 HDMI 2.0 IN, 1 USB-C $1,655.17 2LIGHTWARELIG91320012 $0.00DA8-HDMI20-C $0.00 13STARTECH.COM STAUSBCHDMICDP2HD 4K60 $203.97ADAPTER, USB C TO HDMI 4K 60HZ VIDEO $15.69 13EXTRON ELECTRONICS EXT2666315 $926.38CABLE, 15' ULTRA FLEXIBLE HIGH SPEED HDMI $71.26 $112,930.70Subtotal This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 13 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 Description Months QtyMfg Extended PriceModelUnit Price 1 1AVI-PS-VRDESIGN-CX $2,663.00$2,663.00 1 2AVI-PS- Custom3dObject $1,200.00$600.00 $3,863.00Subtotal $209,216.93Subtotal For informational purposes only – all Purchase Orders must match Investment Summary details. Equipment Total $112,930.70 Installation Materials $12,412.89 Professional Services $59,465.38 Direct Costs $6,490.32 General & Administrative $9,563.57 Services - Room Support and Maintenance $4,491.07 Services - Device Maintenance $3,863.00 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 14 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC is the property of AVI-SPL or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Integration Inclusions & Exclusions Inclusions The following items are INCLUDED in this proposal unless specifically noted otherwise within this proposal document or scope of work statement: • All equipment, wire and accessories required for a fully functional audio/visual system per the agreed upon scope of work. • Non-union labor associated with audio/visual system engineering, installation, programming and testing. • Documentation package including complete as-built AV system diagrams and manufacturer’s operation manuals. • Coordination and cooperation with the construction team in regards to installing the system. • User demonstration of full AV system operation for final sign-off. Any additional trips, labor or materials due to failure of the other work forces to have the audiovisual system rough -in work completed as anticipated and previously confirmed, will be added to the project billing as required. Unless otherwise agreed in writing by AVI-SPL, all work performed by AVI-SPL will take place between the hours of 8:00 a.m. and 6:00 p.m. local time, Monday through Friday, excluding public and bank holidays. If AVI-SPL is required to perform work outside of these hours, customer will be charged AVI-SPL’s standard overtime rates. Any changes in the hours or days of performance must be agreed to in writing by AVI-SPL. Where applicable, the owner’s architect will provide AVI-SPL’s engineering department with all required architectural floor, reflected ceiling, building elevation, and section plans in AutoCAD® format at no charge to AVI-SPL. Exclusions The following items are EXCLUDED from this proposal unless specifically identified otherwise within this proposal document or scope of work statement. • All conduits, high voltage wiring panels, breakers, relays, boxes, receptacles, etc. Any related electrical work including bu t not limited to 110VAC, conduit, core drilling, raceway and boxes. • Voice/data cabling, IE analogue phone lines, ISDN lines, network ports, etc. • Network connectivity, routing, switching and port configuration necessary to support audiovisual equipment . • Concrete saw cutting and/or core drilling. • Fire wall, ceiling, roof and floor penetration, patching, removal or fire stopping. • Necessary sheet rock replacement, ceiling tile, T-bar replacement and/or wall/ceiling repair. • Any and all millwork (moldings, trim, etc.). All millwork or modifications to project millwork/furniture to accommodate the AV equipment is to be provided by others. • Painting, patching or finishing of architectural surfaces. • Permits (unless specifically provided for elsewhere in this proposal document or scope of work statement). • Engineered (P.E.) seals and/or stamped structural/system details. • HVAC and plumbing relocation. • Rough-in, bracing, framing or finish trim carpentry for installation. • Cutting, structural welding, or reinforcement of structural steel members required for support of assemblies, if required. • Owner furnished equipment or equipment furnished by others that is integrated into the systems (as described above) is assumed to be current, industry acceptable and in good working order. If it is determined that this equipment is faulty upon installation, additional project charges may be incurred. • Additional or specific manufacturer’s “User Adoption” training. • Additional costs for union labor. AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 15 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved General Terms and Conditions 1. Applicability of Terms 1.1 These General Terms and Conditions (together with any addenda attached hereto and incorporated herein by this reference, the “Terms and Conditions”) and the accompanying Audiovisual Solutions Proposal (the “Proposal”) are the only terms and conditions which govern the sale of the equipment and any related software (the “Products”) and services (the “Services”) specified in the Proposal by AVI-SPL LLC (“Seller”) to the buyer/customer identified in the Proposal (“Buyer”). Seller and Buyer may be individually referred to as a “Party” and collectively as “Parties.” 1.2 The Terms and Conditions and the Proposal (collectively, the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of a conflict or inconsistency between the General Terms and Conditions and any addendum, the addendum shall prevail to the extent of such conflict or inconsistency. In the event of a conflict between the Terms and Conditions and the Proposal, the Terms and Conditions shall prevail to the extent of such conflict or inconsistency. Notwithstanding anything herein to the contrary, if a master services agreement signed by both Parties is in effect covering the sale of the Products and Services that are the subject of the Proposal, the terms and conditions of said agreement shall prevail to the extent they conflict or are inconsistent with these Terms and Conditions. 2. Acceptance and Modification of Terms 2.1 This Agreement shall not be binding upon Seller until accepted by Buyer as set forth in this sub-Section 2.1 and the earlier of Seller’s confirmation in writing of Buyer’s order and Seller’s performance under the applicable Proposal. Buyer’s signed acceptance of the Agreement, issuance of order against the Agreement, payment for any of the Products or Services contained in the Agreement, or receipt of the Products or Services contained in the Agreement, whichever occurs first, shall constitute Buyer’s acceptance of this Agreement. 2.2 Any modification, addition to, or waiver of any of this Agreement shall not be effective unless in writing and signed by an authorized representative of Seller, and any different or conflicting terms appearing in Buyer’s purchase order or other documents are expressly rejected by Seller. No relaxation, forbearance or indulgence by a Party in enforcing any of the terms and conditions of this Agreement or the granting of any time to the other Party shall prejudice or restrict the rights and powers of a Party hereunder, nor shall waiver of any breach hereof operate as a waiver of any subsequent or continuing breach hereof. 3. Delivery 3.1 Seller will use its best efforts to deliver the Products in accordance with the Buyer requested delivery date, subject to receipt of all necessary information from Buyer and Buyer’s compliance with Seller’s reasonable instructions for site readiness. Shipping and installation dates are approximate only, and Seller shall not be liable for failures of or delays in manufacture, delivery or installation resulting from any cause or causes beyond its reasonable control and without its fault or negligence. 3.2 Any delay due to causes beyond Seller’s reasonable control and without Seller’s fault or negligence shall extend delivery and installation dates to the extent caused thereby. Seller will use reasonable efforts to timely notify Buyer in the event of a delay. Buyer shall reimburse the Seller its reasonable additional expenses resulting from any Buyer-caused delay. When delivery of the Products is delayed at the request of the Buyer and the Products have already been shipped by Seller’s vendor, Seller will place the Products in storage and invoice Buyer the price of such Products, which will be promptly paid. Seller shall not be liable, and the Buyer shall have no right to cancel or rescind this Agreement, in the event of any delay due to causes beyond Seller’s reasonable control and without Seller’s fault or negligence, and Buyer shall accept such delayed performance by Seller. The Buyer’s receipt of the Products shall constitute a waiver of any claims for delay. 4. Billing and Payment Terms Unless otherwise agreed in writing by Buyer and Seller in the Proposal, the total Proposal price, excluding the price for Stand-alone Services (as defined in this section), shall be billed as follows, subject to continuing credit approval: 50% down payment at time of order, 40% upon delivery at Seller; 10% upon project completion and Buyer sign-off or first beneficial use, whichever occurs first, payable net 30 from Buyer’s receipt of invoice. For purposes of this Agreement, “Stand-alone Services” means any Services not attached to an installation project. Unless otherwise specified in the Proposal, Products are sold F.O.B. origin-Buyer to pay all shipping charges. If this Proposal covers Products or Services for more than one system, room, suite, or location, for purposes of payment in accordance with payment terms stated on the face hereof each room, suite, or location shall be treated as if the subject of a separate sale and payment made accordingly. Unless otherwise specified in the Proposal, all pricing and amounts are in US Dollars and all billing and payment shall be made in US Dollars. 5. Buyer in Arrears or Default In the event Buyer is in arrears with any payment due from it to Seller at any time, whether in respect of the Proposal price or any other amount due from the Buyer to the Seller under the terms of this Agreement, the amount in arrears shall bear interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, as from the date each amount falls due, pending actual payment thereof in full, without prejudice to any relief or remedy available to Seller. Upon notice to Buyer and without waiving any other rights or remedies to which it may be entitled, Seller shall have the right to suspend or terminate performance of the Services or delivery of the Products until payment of the amount in arrears is received, decide not to fulfill additional orders from Buyer and/or seek collection of all amounts due. Seller shall have no liability to Buyer for any such suspension or termination. In the event of any action by Seller to collect any amount not paid when due, Buyer will reimburse Seller for its costs of collection (including, without limitation, any reasonable attorneys’ fees). In the event of Buyer’s default, Seller may also, without notice, peaceably enter any premises in which the Products are located and remove, hold and sell them in accordance with applicable law, to satisfy in whole or in part Buyer’s obligations. 6. Title and Risk of Loss 6.1 Title to the Products shall pass to Buyer upon delivery, subject to the manufacturer’s or Seller’s software license (if applicable) and a purchase money AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 16 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved security interest retained by Seller in the Products sold and the proceeds thereof until payment of all amounts then due to Seller. Seller shall be entitled to remove the Products from the Buyer’s premises if all payments are not made when due. Buyer agrees to reasonably cooperate with Seller in the execution and filing of financing statements under the Uniform Commercial Code or other documents as Seller reasonably requests to protect its security interest. 6.2 Risk of loss or damage to the Products or any part thereof shall pass to the Buyer upon delivery. 7. Installation and Site Preparation 7.1 Installation (e.g. field assembly, interconnection, equipment calibration and checkout) is to be performed by the Seller’s trained technical employees. The Seller shall be entitled to employ subcontractors and/or agents to assist in or carry out, in whole or in part, the installation. In the event installation by Seller employees is prevented by trade unions, the Buyer shall arrange with the trade unions at its own expense to complete installation. The Seller is thereafter liable only for engineering supervision of installation. 7.2 The Seller shall reasonably coordinate and cooperate with other trades to facilitate satisfactory work progress. If the Seller’s work in progress is impeded by other trades and/or contractors (excluding the Seller’s own subcontractors) or by scheduling delays due to the Buyer, time delays in the final installation as well as additional charges, including labor, travel and other reasonable expenses, may result. 7.3 The Buyer shall be responsible for preparing, at its own expense, the installation site in accordance with the Seller’s reasonable instructions, including the requirements specified in the Proposal. In no event shall the Seller be responsible for any high voltage electrical work, ceiling modifications, structural modifications, or mechanical systems modifications. Unless otherwise agreed in writing in the Proposal, Buyer shall provide the Seller with source code for any non-Seller programmed remote control system required to be modified under the terms of this Agreement. 8. Access to Project Site 8.1 The Buyer shall provide the Seller with reasonable access to the installation site before delivery, for purposes of determining site readiness for installation, and shall designate an individual on Buyer’s staff to serve as a contact person for all site preparation and installation issues. Buyer shall provide the Seller with free access to the installation site for the purpose of preparation for installation. 8.2 Buyer shall obtain at its expense and keep effective all permissions, licenses, and permits whenever required in connection with the installation and/or use of the Products and the premises where the Products shall be situated. 9. Warranty 9.1 Seller warrants that: (a) Immediately prior to delivery, it had good title to the Products, free from any lien or encumbrance unless otherwise specified; (b) For a period of ninety (90) days from delivery and acceptance of the Products and Services, or, with respect to Products manufactured by a third party, such longer period of time provided by such manufacturer, the Products and Services will (i) be free from defects in materials or workmanship and (ii) conform to the requirements of the Proposal, including any instructions, specifications and documentation incorporated therein; (c) It is in compliance with all applicable federal, state and local laws, regulations and standards relating to the sale and transportation of the supplies or items, and provision of the Products including all applicable U.S. and foreign anti-corruption laws, including without limitation, the U.S. Foreign Corrupt Practices Act (“FCPA”); and (d) With respect to Services, Seller’s personnel shall possess the requisite level of training, skill and experience to address the requisite tasks efficiently and will perform the Services provided hereunder in a professional and workmanlike manner consistent with generally accepted industry standards. 9.2 Seller shall not be liable for nor have any warranty obligations with respect to Products that are in any way misused, altered and/or repaired by someone other than a representative of the Seller which, within the sole, reasonable judgment of the Seller, results in an adverse effect, including effects upon performance or reliability of the Products. 9.3 In order to make a warranty claim, Buyer shall promptly notify Seller in writing and Seller will, subject to the applicable manufacturer’s warranty policy, repair or replace such defective Product at no cost to Buyer. Seller will attempt to reply to warranty claims received from Buyer prior to 1:00 p.m. within forty-eight hours. Normal working hours are 8 a.m. to 5 p.m., Monday through Friday, excluding legal holidays. Buyer shall reasonably and promptly cooperate with Seller’s request for information regarding the claim and with return of the defective Product if required. 9.4 Except as otherwise specified in this Agreement, no warranty whatsoever is provided by the Seller hereunder as to Products manufactured by anyone other than the Seller, including but not limited to, cables, lamps, batteries, glassware, and evacuated devices (including valve, cathode ray tubes, and other special electron tubes). Seller’s sole obligation with respect to Products manufactured by someone other than Seller shall be to pass through the applicable warranties, if any, provided by the manufacturer. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY. NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY. 10. Buyer Responsibilities Buyer or any user of the Products shall (i) notify Seller as soon as any unusual operating peculiarity appears, and (ii) operate the Products in a safe and competent manner in strict compliance with the Product specifications and operating procedures and applicable laws and government regulations. In the event the Buyer or any user of the Products fails to comply with this Section 10, Seller’s warranties and its obligations hereunder shall terminate without notice to Buyer. 11. Limitation of Liability and Exclusion of Damages TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INDIRECT DAMAGES, LOST BUSINESS PROFITS, OR LOSS, DAMAGE OR DESTRUCTION OF DATA, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT AND THE RELATIONSHIP AND/OR DEALINGS BETWEEN BUYER AND SELLER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SAME. EXCEPT FOR SELLER’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY BUYER UNDER THIS AGREEMENT. THE ABOVE LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 17 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved 12. Taxes 12.1 Any and all taxes levied or based on the prices in this Agreement, or the Products being sold hereunder, exclusive of any taxes based on net income, shall be added to the purchase prices set forth in the Proposal, except to the extent the Buyer provides the Seller with a valid tax exemption certificate approved by Seller. 12.2 All payments to be made hereunder shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If Buyer is compelled to make any such deduction, it will pay to Seller such additional amounts as are necessary to ensure receipt by Seller of the full amount which Seller would have received but for the deduction. 13. Confidentiality 13.1 Each Party may from time to time during the Agreement, in the course of discussions or dealings with each other, receive or learn, orally, visually or through any tangible medium, certain information regarding the other Party’s business, including but not limited to, its products, inventions, operations, methodologies, systems, processes, product development plans or intentions, know-how, designs, trade secrets, market opportunities, business or financial affairs, and technical, marketing, financial, employees, planning, intellectual property and other confidential or proprietary information (“Confidential Information”). Confidential Information does not include, and the restrictions in this Agreement shall not apply with respect to, information (i) possessed by or independently developed by the receiving Party prior to any disclosure, (ii) obtained from sources other than the disclosing Party, which sources had no obligation of confidentiality to disclosing Party with respect to the Confidential Information, or (iii) which is within the public domain when disclosed or becomes part of the public domain after disclosed to the receiving Party without fault on the part of the receiving Party. Seller’s Confidential Information also includes the terms of this Agreement. 13.2 The Confidential Information of a Party belongs to that Party. The receiving Party will not disclose the Confidential Information of the disclosing Party to any third party without the disclosing Party’s prior written consent. The receiving Party will not use the Confidential Information of the disclosing Party for any purpose not expressly permitted by this Agreement or to carry out the Services or the sale of Products, and will disclose the Confidential Information of the disclosing Party only to the employees or contractors of the receiving Party who have a need to know such Confidential Information for purposes of carrying out the Services or the sale of Products and who are under a duty of confidentiality no less restrictive than the receiving Party’s duty hereunder. Receiving Party will protect the disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. 13.3 Receiving Party will, upon completion or termination of this Agreement or promptly upon request from the disclosing Party, return or destroy all Confidential Information of the disclosing Party, including any documents or materials that contain any Confidential Information of the disclosing Party. Notwithstanding anything to the contrary in this Agreement, the receiving Party (i) may retain one (1) copy of the disclosing Party’s Confidential Information solely for archival, audit, disaster recovery, legal or regulatory purposes and (ii) will not be required to search archived electronic back-up files of its computer systems for the disclosing Party’s Confidential Information in order to purge the disclosing Party’s Confidential Information from its archived files; provided, however, that the receiving Party must (i) maintain its confidentiality under this Agreement as if it were still in effect, and (ii) not use the retained Confidential Information of the disclosing Party for any other purpose. 13.4 The Parties recognize that a violation of this Section 13 can cause irreparable harm to the business of the disclosing Party that could not be adequately compensated by the payment of money damages and agree that the disclosing Party may seek injunctive relief against any actual or threatened breach of this Section 13 in addition to any other available legal and equitable remedies. The prevailing Party in any action to enforce this Section 13 shall be entitled to recover from the non- prevailing Party reasonable attorneys’ fees in addition to other relief granted in such action. 14. Force Majeure Except for payment for amounts due under the Agreement, neither Party will be liable to the other for delays or failures to perform occasioned by causes beyond its reasonable control and without its fault or negligence. Such acts or events shall include but not be limited to, acts of God, civil or military authority, civil disturbance, riot, fire, strikes, lockouts or slowdowns, factory or labor conditions, inability to obtain necessary labor, materials or manufacturing facilities, and delayed issuance of export control licenses. In the event of such delays or failures to perform, any dates or times by which either Party is otherwise scheduled to perform shall be extended automatically for a period of time equal in duration to the additional time required because of the delay or failure to perform. The Party claiming force majeure shall promptly inform the other Party of any event of force majeure, and its expected duration and cessation. The Party claiming force majeure shall use its best efforts to mitigate such effects to the extent reasonably practicable. 15. Return/Cancellation Policy In the event Buyer wishes to return, cancel, exchange or terminate any Products based on reasons outside of Seller’s control, including but not limited to Buyer’s cancellation or termination of this Agreement or any portion thereof for its convenience, Buyer agrees, in addition to any other amounts due under this Agreement, to reimburse Seller at cost for (i) any and all third party cancellation/restocking fees incurred by Seller and (ii) where applicable, return shipping costs. Buyer understands and agrees that Seller may be unable to return certain Products to the manufacturer for a full refund or payment of a cancellation/restocking fee, including but not limited to Products that are custom or semi-custom, Products that have been removed from their original packaging and Products that have been in the possession of Buyer or stored by Seller for Buyer for an extended period of time. If Buyer wishes to return, cancel, exchange or terminate a Product due to reasons outside of Seller’s reasonable control and Seller is unable to return the Product to the manufacturer for refund of full Product price or payment of a cancellation/restocking fee, Buyer shall be responsible for paying Seller the full Product price. If the non-returnable Product is in Seller’s possession or is in transit from Seller’s manufacturer, Seller will, if requested by Buyer within ten (10) days of Buyer’s notice of return/cancellation/exchange/termination, deliver the Product to Buyer within a reasonable period of time following Buyer’s payment of the full Product price and shipping costs. 16. Termination 16.1 Seller may, without prejudice to any rights or remedies available to Seller under this Agreement, at law or in equity, terminate this Agreement immediately for cause in the event Buyer breaches a material term of this Agreement (it being understood that Buyer’s payment obligations shall constitute a material term) and such breach is not cured within thirty (30) days after written notice thereof. Seller may also, without prejudice to any rights or remedies available to Seller under this Agreement, at law or in equity, terminate this Agreement immediately for cause upon written AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 18 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved notice if Buyer: (i) breaches a material term of this Agreement and such breach is incapable of cure, (ii) fails on multiple occasions to pay any amounts when due, (iii) is declared insolvent or adjudged bankrupt by any court of competent jurisdiction, or (iv) makes an assignment for the benefit of creditors, or a petition in bankruptcy or reorganization or an arrangement with creditors is filed by or against Buyer and not dismissed within thirty (30) days. Upon Seller’s termination of this Agreement for cause, without waiving or otherwise limiting any other remedies available to Seller under this Agreement, at law or in equity, Buyer shall become immediately liable for any outstanding charges for Products delivered and/or Services performed up to the date of termination, any third party restocking/cancellation fees incurred by Seller, and any interest on any and all past due charges as set forth in this Agreement. 16.2 Buyer may, without prejudice to any rights or remedies available to Buyer under this Agreement, at law or in equity, terminate this Agreement immediately for cause in the event Seller breaches a material term of this Agreement and such breach is not cured within thirty (30) days after written notice thereof. Buyer may also, without prejudice to any rights or remedies available to Buyer under this Agreement, at law or in equity, terminate this Agreement immediately for cause upon written notice if Seller: (i) breaches a material term of this Agreement and such breach is incapable of cure, (ii) is declared insolvent or adjudged bankrupt by any court of competent jurisdiction, or (iii) makes an assignment for the benefit of creditors, or a petition in bankruptcy or reorganization or an arrangement with creditors is filed by or against Buyer and not dismissed within thirty (30) days. 16.3 Buyer may, upon written notice to Seller, terminate this Agreement for its convenience provided, however, that Seller shall be paid for all Products delivered and Services performed up to the effective date of termination (less amounts already paid) plus reimbursed at cost for any third party restocking/cancellation fees and, where applicable, return shipping costs, in accordance with Section 15. For any non-returnable items, Buyer shall pay Seller for the full Product price and, where applicable, shipping costs, in accordance with Section 15. 16.4 Upon any expiration or termination of this Agreement, in addition to any other provisions of this Agreement that state survival after termination or expiration of this Agreement, and notwithstanding expiration, completion or termination of this Agreement, the Parties shall continue to be bound by the provisions of this Agreement that, by their nature, shall survive such completion or termination, including without limitation provisions relating to warranties, governing law and jurisdiction, and confidentiality. 17. Governing Law and Jurisdiction 17.1 This Agreement shall be interpreted in accordance with and governed in all respects by the laws of the State of Florida without giving effect to its conflicts of law rules. Any dispute related to, arising out of, or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Hillsborough County, Florida and the United States District Court for the Middle District of Florida. In the event of legal proceedings arising out of or relating to this Agreement, the prevailing Party, as determined by the court, shall be entitled to recover, from the non-prevailing Party, reasonable costs suffered or incurred in connection with such proceedings including, but not limited to, court fees, attorneys’ fees, expenses and costs of investigation and court. 17.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, SELLER AND BUYER EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THIS AGREEMENT. SELLER AND BUYER FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. 18. Miscellaneous 18.1 The Proposal shall be firm for the period shown on the face of the Proposal, subject to withdrawal or change by the Seller upon notice at any time prior to Buyer’s acceptance. Notwithstanding the foregoing, the Seller shall have the right to amend the price of the Products to reflect current conditions that affect the price, including increase in raw material prices, and tariffs that had not been imposed at the time this Agreement was submitted to Buyer. 18.2 In providing the Products, Seller shall be deemed to be an independent contractor and its personnel and representatives shall not act as nor be Buyer’s agents or employees. Seller shall have complete charge and responsibility for personnel employed or engaged by Seller. 18.3 Buyer may not assign any of its rights or obligations under this Agreement, including by purchase, merger or operation of law, without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Seller may assign this Agreement to any of its affiliates or any successor of all or substantially all of its business. Any attempted assignment or transfer in violation of this sub- Section 18.3 shall be null and void. 18.4 If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the remaining terms of this Agreement shall in no way be affected or impaired. Buyer Acceptance Signed Name Company Name Printed Name, Title Date AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 19 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Addendum to General Terms and Conditions – Software License The following terms supplement and modify the General Terms and Conditions as they apply to Seller’s provision of control system integration and programming as more particularly described in this Addendum and the Proposal. Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the General Terms and Conditions. 1. License Grant and Ownership 1.1 Seller hereby grants to Buyer a worldwide, perpetual, non - exclusive, non - transferable license to all Software for its use in connection with the establishment, use, maintenance and modification of the control system implemented by Seller. The term “Software” for the purposes of this Software License shall refer to all source code, executable object code, and the patches, scripts, modifications, enhancements, designs, concepts or other materials that constitute the software programs necessary for the proper function and operation of the control system as delivered by Seller and accepted by Buyer. 1.2 Except as expressly set forth in this paragraph, Seller shall at all times own all intellectual property rights to the Software. Any and all licenses, product warranties or service contracts provided by third parties in connection with the Software or control system in which such Software is implemented shall be delivered to Buyer for the sole benefit of Buyer. 1.3 Buyer may supply to Seller or allow Seller to use certain proprietary information, including service marks, logos, graphics, software, documents and business information and plans that have been authored or pre-owned by Buyer. All such intellectual property shall remain the exclusive property of Buyer and shall not be used by Seller for any purposes other than those associated with delivery of the control system. 2. Copies, Modification and Use 2.1 Buyer may make copies of the Software solely for archival purposes and as required for modifications to the control system in which such Software is implemented. All copies and distribution of the Software shall remain within the direct control of Buyer and its representatives. 2.2 Buyer may make modifications to the source code version of the Software, if and only if the results of all such modifications are applied solely to the control system in which the Software is implemented. In no way does this Software License confer any right in Buyer to license, sublicense, sell, or otherwise authorize the use or distribution of the Software, whether in executable form, source code or otherwise, by any third parties, except in connection with the use of the control system for Buyer's internal business needs. 2.3 All express or implied warranties relating to the Software shall be deemed null and void in case of any modification to the Software made by any party other than Seller or Seller’s authorized personnel. 3. Warranties and Representations 3.1 the Software and all intellectual property therein, are original to Seller or its third party licensors; and 3.2 the Software, as delivered by Seller as part of the control system, will not infringe or otherwise violate the intellectual property rights of any third party. 4. Indemnification 4.1 Seller hereby indemnifies and shall defend and hold harmless Buyer, its parent companies and its and their subsidiaries, affiliates, officers, directors, employees, agents and subcontractors from and against all liability, damages, loss, cost or expense, including but not limited to reasonable attorneys' fees and expenses, arising out of or in connection with any third party claims that the Software as delivered by Seller or any intellectual property therein infringes or otherwise violates any rights of any such third party. In no event will Seller have any obligations under this provision in the event such infringement results from (i) use of the Software or control system in which it is implemented in violation of this Software License, (ii) modification or alteration of the Software or the control system in which it is implemented by someone other than Seller or Seller’s authorized personnel, (iii) content or specifications provided by Buyer, or (iv) use of the Software or control system in which it is implemented in combination with any other software, hardware, services or other materials other than as provided by Seller or authorized in the applicable manufacturer specifications. 4.2 Buyer hereby indemnifies and shall defend and hold harmless Seller, its parent companies and its and their subsidiaries, affiliates, officers, directors, employees, agents and third party licensors from and against all liability, damages, loss, cost or expense, including but not limited to reasonable attorneys' fees and expenses, arising out of or in connection with any third party claims that Buyer's use of the Software in contravention of the grant of rights in this Software License infringes or otherwise violates any rights of any such third party. 4.3 Upon the assertion of any claim or the commencement of any suit or proceeding against an indemnitee by any third party that may give rise to liability of an indemnitor hereunder, the indemnitee shall promptly notify the indemnitor of the existence of such a claim and shall give the indemnitor reasonable opportunity to defend and to settle the claim at its own expense and with counsel of its own selection. The indemnitee shall cooperate with the indemnitor, shall at all times have the full right to participate in such a defense at its own expense and shall not be obligated, against its consent, to participate in any settlement which it reasonably believes would have an adverse effect on its business. 5. Term and Termination This Software License will automatically terminate upon the disassembly of the control system in which the Software is implemented, unless the control system is reassembled in its original configuration in another location. Seller may terminate this Software License upon notice for Buyer’s failure to comply with any of the terms set forth in this Software License. Upon termination, Buyer is obligated to immediately destroy the Software, including all copies and modifications. AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 20 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC is the property of AVI-SPL or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Addendum to General Terms and Conditions – Equipment Ordering Due to global supply chain constraints, Seller is experiencing longer than normal lead times on equipment. As a result, Selle r cannot guarantee lead times on equipment and will not be liable for any delays in equipment delivery to the extent caused by such constraints. However, as the supply chain continues to improve, we will not be ordering equipment for jobs that start more than 120 days from when the contracted site is ready unless lead times are greater than 90 days. In order for Seller to appropriately plan and coordinate its resources, Buyer must commit to a site readiness for installation date, (subject to timely delivery of equipment) on or about _____________________, 20___. Should Buyer elect to purchase equipment immediately upon placement of order or greater than 120 days prior to the above readiness date, to mitigate delays, Buyer agrees to receive the equipment at their designated location and Seller will immediately bill Buyer upon placement of such order. Buyer shall pay for such equipment within the payment terms (e.g. net 30) specified herein, regardless of any other agreed upon billing terms or billing terms specified herein. Warranty on such equipment shall commence upon delivery of the equipment to Buyer’s designated location, notwithstanding any other agreed upon warranty terms or warranty terms specified herein . By initialing next to this sentence, Buyer elects to purchase equipment immediately upon placement of order in accordance wit h the terms of this Addendum. Buyer Acceptance Signed Name Company Name Printed Name, Title Date AVI-SPL LLC Initials Buyer Initials AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 21 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Addendum to General Terms and Conditions - Support and Maintenance Services The following terms supplement and modify the General Terms and Conditions as they apply to Seller’s provision of support and maintenance services as more particularly described in this Addendum and the Support and Maintenance Services Description (collectively, the “Services”). Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the General Terms and Conditions. 1. Definitions This Addendum contains defined terms and acronyms. The following definitions shall apply: “Help Desk” means Seller’s 24x7 global help desk as described in the Support and Maintenance Services Description and this Addendum; "In-Warranty Hardware” means the covered equipment has an active, Manufacturer or third-party sponsored warranty program that can be exercised by the Buyer or by the Seller on behalf of the Buyer; “Manufacturer” means an entity that produces hardware and / or software; "Out-of-Warranty Hardware” means the covered equipment does not have an active, Manufacturer or third-party sponsored warranty program that can be exercised by the Buyer or by the Seller on behalf of the Buyer; “Software Options” means optional functionality or features of software that may be selected at the time of purchase or later, and for which separate charges are assessed; “Software Update” means software for which the Manufacturer has provided fixes or minor revisions to correct errors or defects in the existing operation of the software in accordance with the published product specifications, and which is limited to those updates that the Manufacturer generally provides to its customers at no charge. Software Updates do not include Software Upgrades or Software Options; “Software Upgrade” means new releases of the software which contains enhancements improving the functionality or capabilities of the software, which Manufacturer may make available to its customers. Software Upgrades do not include Software Options; and “Support and Maintenance Services Description” means that portion of the Proposal detailing the Services being purchased by Buyer. 2. Services Description The Services purchased by Buyer are detailed in the Support and Maintenance Services Description. 3. Services Orders Following Seller’s order confirmation, Buyer agrees to provide a contact name, contact email address, and telephone number at the service location(s). Standard response times and service level agreements are not guaranteed until such information is received by the Help Desk. Products specifically identified in the proposal will be eligible for Services. If Buyer elects to purchase any additional or optional services or features, additional fee(s) will be invoiced separately with payment terms as specified for such services. 4. Services Term The Services shall commence upon installation project completion or, for Stand-alone Services, upon Seller’s confirmation of Buyer’s order, and shall continue for the term specified in the Proposal, unless earlier terminated. Installation projects containing multiple phases or being performed over extended periods may include multiple completion milestones / service commencement dates. The Services shall expire at the conclusion of the term specified in the Proposal, unless earlier terminated. Notwithstanding anything to the contrary in the Terms and Conditions, Seller reserves the right to postpone commencement of the Services, upon written notice to Buyer, in the event of any delays that prevent Seller from commencing the Services on the original commencement date. In such case, Seller will provide a new Services commencement date and the term of the Services will commence as of that date and continue for the term specified in the Proposal, notwithstanding any specific dates contained in the Agreement or any other purchase documents. Invoicing and payment will be adjusted to align with the new commencement date of the Services. 5. Services Availability Help Desk remote support is available on a 24x7 basis. Unless otherwise noted in the Support and Maintenance Services Description, the Seller’s field service technicians are available Monday through Friday from 8 AM to 5 PM local standard time, excluding legal holidays. For Buyers with service locations in the United Arab Emirates, the Seller’s field service technicians are available Sunday through Thursday from 8 AM to 5 PM local standard time, excluding legal holidays. Requirements to provide Services prior to or after the agreed upon hours of support must be agreed to by both Parties in advance and in writing and additional fees may apply. 6. Third Party Services Seller may make third party services available to Buyer. Seller offers no guarantees and assumes no responsibility or liability of any kind with respect to third party services. 7. Software Updates, Upgrades, and Options The Help Desk will assist with the provision of Software Updates, Upgrades, or Options when necessary to resolve a reported issue and when made available by the Buyer or Manufacturer. Depending on Services elected, additional charges may apply for proactive management of Software Updates, Upgrades, or Options and when specialist or onsite support of these activities is requested or required. Seller will not be liable for any issues, damages or disruption arising from a Software Update, Upgrade, or Option released by a third party. 8. Replacement Parts Standard program: In-Warranty Hardware will be eligible for repairs or replacement parts and the use of advanced replacement programs in accordance with the Manufacturer’s published warranty program. Replaced parts will become the property of Seller or the Manufacturer. If replacement activity is performed by Buyer, the replaced parts must be returned per the Seller’s direction within five (5) business days of receipt of the replacement part; otherwise, AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 22 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved Buyer will be invoiced the full list price for the replaced part. Depending on Services elected, additional charges may apply for onsite support of In- Warranty Hardware parts repair or replacement. Out-of-Warranty Hardware or other parts repair or replacement deemed to be out-of-warranty will be considered billable activity. Optional program: Buyers who elect an extended hardware warranty as a component of their Services are eligible for repairs or replacement parts for Out-of-Warranty Hardware. The inclusion of this coverage must be incorporated into the Support and Maintenance Services Description and is further described therein. 9. Service Level Agreement Help Desk response: Seller’s Help Desk will provide an average speed of answer of sixty (60) seconds for support calls and will respond to new service requests made via email or web portal to its Help Desk within four (4) hours with case assignment notification. Upon the Help Desk’s determination that a dispatch is required, Seller’s field service technicians will provide the onsite response aligned to the service level elected in the Support and Maintenance Services Description. The ability to meet this service level may be impacted by the Buyer’s room availability, the requirement for replacement parts, and the reliance on a Buyer’s third-party. When a case is opened, the Help Desk will classify the case in accordance with the following incident priority classifications: Priority 1 – core business or technology functionality unavailable resulting in work stoppage or significant impact to user experience Priority 2 – a loss in functionality that compromises but does not prevent work completion or have significant impact to user experience Priority 3 – issue that does not compromise work completion and therefore does not require immediate attention Priority 4 – issue that can be scheduled such as a maintenance activity or scheduled replacement 10. Services Exclusions Unless otherwise specified in the Support and Maintenance Services Description, Services do not cover any of the following: (i) electrical work and / or in-house cabling; (ii) repair or replacement resulting from natural disaster, fire, accident, neglect, misuse, vandalism, water, corrosion, power surges, unconditioned or fluctuating power, Buyer-provided network, or failure of the installation site to conform to Manufacturer specifications; or resulting from use other than intended purposes; or resulting from use with items not provided or approved by Seller; or resulting from the performance of maintenance or the attempted repair by persons other than Seller’s employees or persons authorized by Seller; (iii) repair or replacement excluded by or no longer covered by the Manufacturer’s repair and replacement program; (iv) furnishing supplies or accessories including consumables such as projection lamps, bulbs, filters, fuses, batteries and the labor to replace these items; (v) relocation services, or the addition or removal of items from or to other devices not furnished by Seller; (vi) damage to displays caused by screen burnout or image “burn-in”; and (vii) Services in connection with computer viruses or conflicts involving software that is not installed or introduced by Seller including coverage for Buyer- furnished product unless specifically listed as covered product. Any modifications and / or additions made without Seller’s prior written approval are at Buyer’s sole risk and expense. If, in Seller’s reasonable discretion, such modifications and / or additions cause defects, disruptions and / or malfunction, and Buyer requests Seller’s assistance to correct the issue, Seller’s assistance will be billable at Seller’s then-current time and material rates. 11. Charges and Payment Terms Unless otherwise specified in the Proposal, payment terms are net 30 days from Buyer’s receipt of invoice. Unless otherwise specified in the Proposal, Stand-alone Services will be billed upon Seller’s confirmation of Buyer’s order. Any services provided that are not included in the Services will be billable as incurred. 12. Termination Seller may immediately terminate the Services upon written notice in whole or in part for cause if any person other than a Seller employee or designated service representative alters covered equipment rendering it unsafe. In the event of Buyer’s early termination for cause, a pro-rated refund will be issued to the Buyer for the unused term of Services, except Buyer shall remain liable for (i) all non-refundable third-party fees incurred by Seller for prepaid expenses and (ii) all services performed during Services term. Services may not be terminated for convenience. Seller reserves the right to terminate or modify available Services at any time in its sole discretion; provided, however, that any such termination or modifications will not affect any Services already ordered by Buyer and confirmed by Seller prior to such termination or modifications except as mutually agreed by both Parties. 13. Buyer Obligations (a) Buyer shall provide Seller with all information, cooperation and access that Seller reasonably requests for remote diagnosis of the reported issue. Parts replacement and onsite service may not become available until the Help Desk is provided the appropriate information or support to diagnose the issue. (b) If applicable, Buyer shall provide Seller personnel with timely access to service location and adequate working space at no charge to Seller. (c) Buyer shall provide Seller’s onsite managed services personnel with adequate working conditions that comply with all applicable labor, safety and health laws and regulations. (d) Buyer will provide the necessary utility services for use in accordance with the Manufacturer’s applicable published specifications. (e) Buyer will be responsible for payment of parts and services provided by Seller that are not covered by the Services. Seller will obtain Buyer’s written consent prior to providing the parts and / or services, which will be billable at Seller’s then-current time and material rates. (f) Seller strongly recommends that Buyer install and use a current, reputable anti- virus program in connection with any PC-based, open-architecture product, and that Buyer regularly updates and runs such anti-virus program, especially in connection with the emergence of any new viruses. (g) Buyer is solely responsible for backing up its data. Seller will not under any circumstances have a duty to back up Buyer’s data or to restore data that is lost in the course of Seller’s provision of Services, or otherwise. Seller will not be liable for the loss of Buyer’s data, whatever the reason for the loss, including without limitation as a result of Seller’s negligence. The preceding limitation applies to any cause of action, AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 23 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. © Copyright AVI-SPL LLC. All Rights Reserved whether based in contract, tort, or any other theory. 14. Solicitation At no time during the term of the Services or for one (1) year thereafter, will Buyer directly or indirectly offer employment to any Seller employees who performs Services on behalf of Seller without Seller’s express prior written consent. In the event that Buyer is in breach of this provision, Seller shall have the right to invoice Buyer, and Buyer agrees to pay, a sum equal to twelve (12) months’ salary in respect of the hired individual. The foregoing restrictions shall not apply to solicitation through any general recruitment advertisement in the normal course of business, without specifically targeting or approaching the other Seller’s employees. 15. Warranty and Limitation of Liability SELLER WARRANTS FOR NINETY (90) DAYS FROM THE PERFORMANCE OF ANY SERVICES HEREUNDER THAT SUCH SERVICES SHALL BE PERFORMED IN A WORKMANLIKE MANNER CONSISTENT WITH GENERALLY ACCEPTED INDUSTRY STANDARDS. SELLER MAKES NO OTHER WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY. SELLER MAKES NO WARRANTY THAT OPERATION OF THE PRODUCT SERVICED WILL BE UNINTERRUPTED OR ERROR FREE. BUYER MUST PROMPTLY REPORT IN WRITING ANY BREACH OF THIS WARRANTY TO SELLER NO LATER THAN FIFTEEN (15) DAYS AFTER EXPIRATION OF THE ABOVE WARRANTY PERIOD, AND BUYER’S EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF SUCH WARRANTY SHALL BE FOR SELLER TO RE- PERFORM THE SERVICES OR, IF SELLER IS UNABLE TO RE-PERFORM THE SERVICES AS WARRANTED, BUYER SHALL BE ENTITLED TO RECOVER THE PRORATED FEES PAID TO SELLER FOR THE NONCONFORMING SERVICES. SUBJECT TO THE EXCLUSION OF DAMAGES PROVISION CONTAINED IN THE GENERAL TERMS AND CONDITIONS, SELLER’S MAXIMUM LIABILITY FOR ALL OTHER DAMAGES WILL BE LIMITED TO ONE (1) YEAR'S SERVICE CHARGES. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES AND IN SUCH EVENT, THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. [remainder of page intentionally left blank] AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 24 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 An Enterprise-grade Digital Services Provider AVI-SPL provides digital enablement solutions that transform how people and technology connect to elevate experiences, create new value, and enable organizations to thrive and grow. We are a digital enablement company that can provide a local enterprise-grade solution to your organization anywhere in the world. Our 3500+ employees located in over 60 offices across the globe are a prepared to assist you now, and in the future. Enabling your success in today’s landscape The foundation of this proposal, our commitment to operational excellence, and the long term success of this project are based on four principles. To ensure your UC and meeting solutions perform as expected when expected, AVI-SPL creates a program that is: simple, scalable, supportable, and secure. A partner you can trust Our sales and design teams collaborated on this proposal to provide your organization with the very best outcome. We considered your requirements and goals to help make this enterprise solution a success. AVI-SPL applies a strict project delivery methodology to ensure consistently positive outcomes for you. During this project, you will experience why 65% of Fortune 500 companies have partnered with AVI-SPL to achieve their vision. ScalableSimple SecureSupportable AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 25 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 What our customers say AVI-SPL’s feedback channels include net promoter score (NPS), customer satisfaction (CSAT), and TrustRadius customer reviews. These scores and reviews are essential parts of how we listen and react to the voice of the customer. We strive to deliver digital enablement solutions that support effective collaboration for your teams. The clients listed below reflect the level of trust that some of the world’s most high-profile businesses and organizations place in AVI-SPL. We take this trust seriously and strive to earn it at every level of our service offering. Finance Pharmaceutical and Manufacturing Legal and Professional Services Technology The percentage of survey respondents who report a satisfaction rating of 5-7 on a scale of 7. Customer reviews for business technology that are verified by a third- party, multi-step process. Score is reported as a number from -100 to +100; a higher score is desirable. Standardized question used. Customer Satisfaction (CSAT) TrustRadius Net Promoter Score (NPS) 0 20 4 0 60 8 0 1 00 95 CSAT Service last 12 mos. 0 20 4 0 60 8 0 100 93 CSAT Integration last 12 mos. Source: https://www.trustradius.com/ products/avi-spl/reviews Score 8.4 out of 10 Source: https://www.retently.com/blog/ good-net-promoter-score/ Average NPS for B2B Technology and Services during this period is 39; AVI-SPL exceeds this measure and is considered “world-class” Net Promoter® Score LTM 75 Services 67 Integration AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 26 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 Global Support and Maintenance AVI-SPL’s Global Support and Maintenance services relieve you of the day-to-day burden of maintaining your collaboration technology estate. We keep your teams connected, and your IT team concentrates on delivering business value. Repair/Replacement Facilitation – Some equipment may be repairable or replaced at no charge under the manufacturer’s warranty policy. Labor for onsite installation of parts covered under manufacturer warranty may be subject to our current standard time and material rates. The help desk will assist in arranging the return of the defective equipment to the manufacturer for service/replacement as applicable. Software Updates and Upgrades – Access to the help desk for software updates and upgrades remotely available per manufacturer recommendation. Once an issue is reported, the remote help desk coordinates with you and the manufacturer to determine the best course of action. If a specialist or a programmer, onsite help, or any other labor is required, additional charges may apply at the applicable rate for those services. Enterprise Maintenance Enterprise Maintenance is a subscription service that provides 24/7 technical support for audio-visual and unified collaboration spaces that simplifies management, reduces cost of ownership, and delivers world-class support. Ideal for collaboration environments with frequent technology changes, site moves, or long-term migration, Enterprise Maintenance provides cost protection and simplified budgeting, and eliminates support contracting hassles. As a subscription service, support for changing room technologies is automatically included. Easily transfer support coverage from one covered location to another with no impact on costs or term. Global Service Operations Centers • AVI-SPL’s Global Service Operations Centers (GSOCs) deliver live help desk support 24x7x365. • Offering quick and efficient email, phone, and portal communications options. • The GSOCs will diagnose a problem, implement a repair remotely, or escalate to a specialist. • 24/7 support from certified technicians • Support for over 700 manufacturer technologies • Fixed price subscription regardless of technology deployed • Automatic support for in-room technology changes • Service portability to new rooms/ room locations • Flexible subscription options for remote or on-site support • Room subscriptions of 25, 100, and 250 rooms are available • 1 and 3-year term options AVI-SPL LLC Proposal #: 371184-8 Contract #: OMNIA_2019.0015 27 | P a g e Docusign Envelope ID: 1C0B0566-63A2-4A53-9FBA-22DE81429225 Certificate Of Completion Envelope Id: 1C0B0566-63A2-4A53-9FBA-22DE81429225 Status: Completed Subject: DocuSign: PSA with AVI-SPL for Council Chambers Audio-Video Upgrade Source Envelope: Document Pages: 51 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 4 Sean Mooney AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 111 Morphew St San Rafael, CA 94901 Sean.Mooney@cityofsanrafael.org IP Address: 199.88.113.8 Record Tracking Status: Original 8/20/2025 4:19:46 PM Holder: Sean Mooney Sean.Mooney@cityofsanrafael.org Location: DocuSign Signer Events Signature Timestamp Sean Mooney Sean.Mooney@cityofsanrafael.org Digital Services Director City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 9/8/2025 4:14:54 PM Viewed: 9/8/2025 4:15:36 PM Signed: 9/8/2025 4:15:43 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Nataly Torres Nataly.Torres@cityofsanrafael.org Legal Assistant City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 9/8/2025 4:15:46 PM Viewed: 9/8/2025 4:21:14 PM Signed: 9/8/2025 4:21:37 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Van Bach vanb@cityofsanrafael.org Signing Group: Finance Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 9/8/2025 4:15:46 PM Viewed: 9/9/2025 10:02:07 AM Signed: 9/9/2025 10:02:48 AM Electronic Record and Signature Disclosure: Accepted: 9/9/2025 10:02:07 AM ID: c7ad84d7-51ec-42fe-b31e-e67ec50400e7 Lauren Fenno lauren.fenno@avispl.com General Counsel & SVP AVI-SPL LLC Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.229.171.26 Sent: 9/9/2025 10:02:51 AM Viewed: 9/9/2025 10:20:20 AM Signed: 9/9/2025 10:27:13 AM Electronic Record and Signature Disclosure: Accepted: 9/9/2025 10:20:20 AM ID: 13fcfb39-325a-44fa-86da-28a02baa3354 Signer Events Signature Timestamp Andrea Visveshwara Andrea.Visveshwara@cityofsanrafael.org Chief Assistant City Attorney City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 9/9/2025 10:27:17 AM Viewed: 9/9/2025 11:07:37 AM Signed: 9/9/2025 11:07:49 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Heather Davis Heather.Davis@cityofsanrafael.org Risk Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2601:205:4b01:1550:7d90:6245:74d:2a5e Sent: 9/9/2025 10:27:17 AM Resent: 9/9/2025 3:17:55 PM Viewed: 9/9/2025 3:21:49 PM Signed: 9/9/2025 3:25:58 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Cristine Alilovich Cristine.Alilovich@cityofsanrafael.org City Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 76.253.12.236 Sent: 9/9/2025 3:26:01 PM Viewed: 9/9/2025 3:43:16 PM Signed: 9/9/2025 3:43:24 PM Electronic Record and Signature Disclosure: Accepted: 8/8/2025 5:50:59 PM ID: 92734b64-c5dc-4308-af7f-b0f4b9ffd306 Lindsay Lara Lindsay.Lara@cityofsanrafael.org City Clerk City of San Rafael Signing Group: City Clerk Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 9/9/2025 3:43:28 PM Viewed: 9/11/2025 10:27:23 AM Signed: 9/11/2025 10:27:28 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Nataly Torres Nataly.Torres@cityofsanrafael.org Legal Assistant City of San Rafael Security Level: Email, Account Authentication (None) Using IP Address: 199.88.113.8 Sent: 8/20/2025 4:31:38 PM Viewed: 9/8/2025 4:09:05 PM Completed: 9/8/2025 4:14:52 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Bill McClain bill.mcclain@avispl.com Security Level: Email, Account Authentication (None) Sent: 9/9/2025 10:27:16 AM Electronic Record and Signature Disclosure: Accepted: 7/28/2025 8:43:37 AM ID: 9d63deea-3231-4d04-85dc-53397e3d0597 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/20/2025 4:31:38 PM Envelope Updated Security Checked 9/8/2025 2:24:32 PM Envelope Updated Security Checked 9/9/2025 3:17:55 PM Envelope Updated Security Checked 9/9/2025 3:17:55 PM Certified Delivered Security Checked 9/11/2025 10:27:23 AM Signing Complete Security Checked 9/11/2025 10:27:28 AM Completed Security Checked 9/11/2025 10:27:28 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND 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