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HomeMy WebLinkAbout23-20 AVI- SPL LLC Municipal Board & Courtroom Public Interface Improvement Project Agreement 1-25-2023RESOLUTION NO.23-20 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO APPROVING AN AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND AVI-SPL LLC FOR THE MUNICIPAL BOARD AND COURTROOM PUBLIC INTERFACE IMPROVEMENT PROJECT WHEREAS, The Town of Firestone ("Town') desires to improve the public's interaction with the Board of Trustees and Municipal Court when they are in session; and WHEREAS a means of doing this is to install a camera and audio system which enhances the interface between the parties; and WHEREAS the Town requested proposals and AVI-SPL LLC was the only responder and staff upon review of their submittal deems them a responsible bidder. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Board of Trustees does hereby approve the Agreement between the Town of Firestone and AVI-SPL LLC for the Municipal Board Court Room Public Interface Improvement Project in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED this 25`h day of January, 2023. FkRES j TOWF FIRE ONE, COLORADO O ;;......... ��0� Drew Alan Peterson, Mayor ATTES Krisshor, Town Clerk /k APPROVE AS TO M: William P. ayas , Attomey AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement') is made and entered into this o?.!5 day of Rnuav , 2023 (the "Effective Date"), by and between the TOWN OF FIRESTONE, a Colorado municipal corporation with an address of 9950 Park Avenue, Firestone, Colorado 80504 (the "Town" or the "Owner AVISPL LLC., an independent contractor with a principal place of business at 6301 Benjamin Road, Suite 101, Tampa, Florida 33634 ("Consultant') (each a 'Party" and collectively the 'Parties"). WHEREAS, the Town requires professional services; and WHEREAS, Consultant has held itself out to the Town as having the requisite expertise and experience to perform the required professional services. NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SCOPE OF SERVICES A. Consultant shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference and known as Municipal Board and Court Room public interface improvement (A2023.9913). B. A change in the Scope of Services shall not be effective unless authorized as an amendment to this Agreement. If Consultant proceeds without such written authorization, Consultant shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action. II. TERM AND TERMINATION A. This Agreement shall commence on the Effective Date and shall continue until Consultant completes the Scope of Services to the satisfaction of the Town or until terminated as provided herein. B. Either Party may terminate this Agreement upon 30 days advance written notice. The Town shall pay Consultant for all work previously authorized and completed prior to the date of termination. If, however, Consultant has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. III. COMPENSATION In consideration for the completion of the Scope of Services by the Consultant, the Town shall pay Consultant an amount not to exceed $49,900.00. This amount shall include all fees, costs and expenses incurred by Consultant, and no additional amounts shall be paid by the Town for such fees, costs, and expenses. Consultant may submit periodic invoices, which shall be paid by the Town within 30 days of receipt. Page 1 of 21 FIRESTONE IV. PROFESSIONAL RESPONSIBILITY A. Consultant hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Consultant shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. The work and services to be performed by Consultant hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations. B. The Town's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. C. Because the Town has hired Consultant for its professional expertise, Consultant agrees not to employ Sub -Consultants to perform any work except as expressly set forth in the Scope of Services. V. OWNERSHIP Any materials, items, and work specified in the Scope of Services, and any and all related documentation and materials created or first conceived by Consultant shall be exclusively owned by the Town. Consultant expressly acknowledges and agrees that all work performed in the course of performing the Scope of Services constitutes a "work made for hire." To the extent, if at all, that it does not constitute a "work made for hire," Consultant hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such work. The Town may, with respect to all or any portion of such work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Consultant. If the Town reuses or makes any modification to Consultant's designs, documents or work product without the prior written authorization of Consultant, the Town agrees, to the fullest extent permitted by law, to release the Consultant, its officers, directors, employees and sub -consultants from all claims and causes of action arising from such uses, and shall indemnify and hold them harmless from all costs and expenses, including the cost of defense, related to claims and causes of action to the extent such costs and expenses arise from the Town's modification or reuse of the documents. The Town expressly acknowledges and agrees that the documents and data to be provided by Consultant under the Agreement may contain certain design details, features and concepts from the Consultant's own practice detail library, which collectively may form portions of the design for the Project, but which separately, are, and shall remain, the sole and exclusive property of Consultant. Nothing herein shall be construed as a limitation on the Consultant's right to re -use such component design details, features and concepts on other projects, in other contexts or for other clients. VI. INDEPENDENT CONSULTANT Consultant is an independent Consultant. Notwithstanding any other provision of this Agreement, all personnel assigned by Consultant to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Consultant for all purposes. Consultant shall make no representation that it is a Town employee for any purposes. Page 2 of 21 FIRESTONE VII. INSURANCE A. Consultant agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Consultant pursuant to this Agreement. At a minimum, Consultant shall procure and maintain, and shall cause any Sub - Consultant to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. Worker's Compensation insurance as required by law. 2. Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, employees, and Consultants as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. 3. Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general aggregate. B. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, its employees or its Consultants shall be excess and not contributory insurance to that provided by Consultant. Consultant shall be solely responsible for any deductible losses under any policy. C. Consultant shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement. Vill. INDEMNIFICATION A. Consultant agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of Consultant, any Sub -Consultant of Consultant, or any officer, employee, representative, or agent of Consultant, or which arise out of a worker's compensation claim of any employee of Consultant or of any employee of any Sub -Consultant of Consultant. Consultant's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Consultant, any Sub -Consultant of Page 3 of 21 FIRESTONE Consultant, or any officer, employee, representative, or agent of Consultant or of any Sub -Consultant of Consultant. B. If Consultant is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Consultant's obligation to indemnify and hold harmless the Town may be determined only after Consultant's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual Agreement between the Parties, as provided by C.R.S. § 13-50.5- 102(8)(c). IX. WORKER WITHOUT AUTHORIZATION A. Certification. By entering into this Agreement, Consultant hereby certifies that, at the time of this certification, it does not knowingly employ or contract with a worker without authorization, as that term is defined in C.R.S. § 8-17.5-101(9), as amended, who will perform work under this Agreement and that Consultant will participate in either the E-Verify Program administered by the United States Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department of Labor and Employment to confirm the employment eligibility of all employees who are newly hired to perform work under this Agreement. B. Prohibited Acts. Consultant shall not knowingly employ or contract with a worker without authorization, as that term is defined in C.R.S. § 8-17.5-101(9), as amended, to perform work under this Agreement, or enter into a contract with a Sub -Consultant that fails to certify to Consultant that the Sub - Consultant shall not knowingly employ or contract with a worker without authorization, as that term is defined in C.R.S. § 8-17.5-101(9), as amended, to perform work under this Agreement. C. Verification 1. If Consultant has employees, Consultant has confirmed the employment eligibility of all employees who are newly hired to perform work under this Agreement through participation in either the E-Verify Program or the Department Program. 2. Consultant shall not use the E-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. 3. If Consultant obtains actual knowledge that a Sub -Consultant performing work under this Agreement knowingly employs or contracts with a worker without authorization, as that term is defined in C.R.S. § 8-17.5-101(9), as amended, who is performing work under this Agreement, Consultant shall: notify the Sub -Consultant and the Town within 3 days that Consultant has actual knowledge that the Sub -Consultant is employing or contracting with a worker without authorization, as that term is defined in C.R.S. § 8-17.5-101(9), as amended, who is performing work under this Agreement; and terminate the subcontract with the Sub -Consultant if within 3 days of receiving the notice required pursuant to subsection 3 hereof, the Sub -Consultant does not stop employing or contracting with the worker without authorization who is performing work under this Agreement; except that Consultant shall not terminate the subcontract if during such 3 days the Sub -Consultant provides information to establish that the Sub -Consultant has not knowingly employed or contracted with a worker without authorization, as that term is defined in C.R.S. § 8-17.5-101(9), as amended, who is performing work under this Agreement. Page 4 of 21 FIRESTONE D. Duty to ComplV with Investigations. Consultant shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C.R.S. § 8-17.5-102(5)(a) to ensure that Consultant is complying with the terms of this Agreement. X. CHANGE ORDERS A. A Change Order is a written instrument issued after execution of the Agreement signed by Town and Contractor, stating their Agreement, as applicable, upon all of the following: a. The scope of the change in the Work; b. The amount of the adjustment to the Contract Price; and c. The extent of the adjustment to the Contract Times(s). B. All changes in the Work authorized by applicable Change Order shall be performed under the applicable conditions of the Contract Documents. Town and Contractor shall negotiate in good faith and as expeditiously as possible the appropriate adjustment such changes. XI. MISCELLANEOUS A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado. B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. C. Integration. This Agreement constitutes the entire Agreement between the Parties, superseding all prior oral or written communications. D. Third Parties. There are no intended third -party beneficiaries to this Agreement. E. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre -paid, first class United States Mail to the Party at the address set forth on the first page of this Agreement. F. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G. Modification. This Agreement may only be modified upon written Agreement of the Parties. H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Parry without the written consent of the other. I. Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any Page 5 of 21 FIRESTONE other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24- 10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. K. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. L. Representative Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute the Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. TOWN OF FIRESTONE, COLORADO Drew Peterson, Mayor ATTEST: ONE ri..., Krisf ashor, Town Clerk 5� APPROVADS TO FO William P. Hayashi, Tow mey COUNT AVI•SPL, LLC Page 6 of 21 FIRESTONE r� EXHIBIT A SCOPE OF SERVICES Page 7 of 21 FIRESTONE Proposal Prepared For Town of Firestone 1 Beyond Camera System AV14438>5K' 8560 Upland Drive Suite 500 Englewood, CO 80112 (303)792-3090 Fax: (303) 792-3094 www.avispl.com Prepared by: Jon Pope Jon.Pope@avispl.com Proposal no: 40982s-2 AVI�JSPLa Thank you for the opportunity to provide this proposal. We value our At AVI-SPL, our goal is to build partnerships with our clients, partnership and we appreciate our continued partnership with you. With you. We are dedicated to providing you with solutions that will enable your organization to perform at the highest level and be in a position to meet the challenges you face today and in the future. You can count on the AV[-SPL team to deliver exceptional service and solutions to help you improve the user experience of your collaboration systems — anywhere in the world. Our vision is to help your teams work smarter and live better. AVI�JSPL: We take your investment in collaborative solutions as seriously as you do. That's why we're with you every step of the way, making sure you have the support to keep your business running smoothly and you get the return on investment you expect. The hallmark of AVI-SPUs client success is our ability to keep pace with the technology trends that drive the way organizations operate, and to innovate and improve upon them so that we can offer customers a standard of quality that no other company can match. When you partner with us as your trusted guide, you will experience: is is Commitment Expertise A partner committed to your Expertise you can trust success and making a positive to guide your digital impact on your organization transformation and realize and our world your business objectives Global Reach Customer Experience Optimized global deployment World -class customer teams with in -country support experience with a continual teams to deliver localized improvement mindset solutions and service— anywhere informed by the ITIL in the world methodology Proven Record A proven track record of supporting deployment and managed services in -country, wherever needed �rQ Analytics Focus on actionable business intelligence with routine reporting on key success metrics and usage analytics powered by our patented Symphony application AVI-SPL SOLUTIONS After careful and deliberate consideration of your requirements, we are pleased to provide the following audiovisual solutions. The solutions listed below are based on sound engineering principles, reliable technology, and have been formulated specifically to meet the requirements for this project. Item Number Project Scope Summary AVI-SPL will provide and install a 1Beyond video camera system for Trustee Board Meetings in Firestone, l Colorado as follows: AVI-SPL will install a lBeyond System with 4 cameras auto -switching system triggered by the voices on the mics as described below: Mics 1-7 are Trustees, covered in a single wide shot from camera 1. No individual talker close shots. Whenever a trustee talks, the VXP will switch to a wide shot of these 7 talkers. This view is the "Chairman". (mic 4 is selected as chairman and superlobe) Mics 8-12 are Trustee staff, covered in a single wide shot from camera 2. No individual talker close shots. 2 Whenever a staff member talks, the VXP will switch to a wide shot of these 4 talkers. Mic 12 is in a superlobe with mic 13. If either of these mics talks, then camera 4 should look at a view that includes the podium and associated table. Mic 14 is in a superlobe with mic 15. If either of these mics talks, then camera 3 should look at a view that includes the podium and associated table. Please note that the cameras can pan, tilt, and zoom however they will be pre -positioned to keep the operation of the system simple. These cameras are not auto - tracking cameras. The total Investment Summary is followed by a equipment breakout. 3 Cost for insurance is included in this bid. Cost for bond and prevailing or overtime wages, permits, and 4 taxes are not included. Bond cost will add 1.5%to the bid total. Additional Inclusions and Exclusions are listed below, with all backing, conduit and electrical work by others. 5 Warranty: A one year warranty to support the manufactures warranties and installation workmanship is 6 included for equipment purchased from AVI-SPL. Additional details and options are available upon request. 7 8 9 10 11 12 13 14 15 16 17 18 19 20 AVI4JSPLa Investment Summary Prepared For: Raelynn Ferrera Town of Firestone 9900 Park Ave Firestone, CO 80504-7820 Prepared By: Jon Pope Date Prepared:12/30/2022 Proposal #: 409825-2 Valid Until: 01/30/2023 Total Equipment Cost Includes cable, connectors, hardware, switches, relays, terminal blocks, panels, etc., to ensure complete and operational system Professional Integration Services 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 AV]-SPL Direct Costs Includes non equipment or labor costs, such as travel expenses, per diem, lift and vehicle rentals General & Administrative Includes all G & A expenses: vehicle mileage, shipping and insurance, as applicable Services - Room Support and Maintenance Includes post -installation support and maintenance options selected for installed rooms Subtotal Tax Total $22,629.72 $19,692.94 $0.00 $868.32 $2,172.75 $45,363.73 Exempt (*) $45,363.73 * Exemption from sales tax will be recognized only after a valid sales tax exemption certificate or other appropriate documentation of exemption has been provided to and approved by AVI-SPL; otherwise all applicable sales taxes will apply. 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. 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 i- 41_u825-2 AVI�JSPLS Terms and Conditions This Proposal together with AV)-SPL's General Terms and Conditions and the applicable Addendum(a) located here and incorporated herein by this reference (collectively the "Agreement') constitutes the entire agreement between AVI-SPL LLC ("Seller", "AVI-SPL", "we", "us", "our") and the buyer/customer identified In the Proposal ("Buyer", "Customer", "Client", "you", "your") with respect to Its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties, written or oral. By signing below, issuing a valid purchase order for the Services and/or Products specified herein or receiving the Products and/or Services specified herein, whichever occurs first, Buyer acknowledges it has read and agrees to the terms of this Agreement. This Agreement shall not be binding upon Seller until accepted by Buyer as set forth In this Agreement and the earlier of Seller's confirmation in writing of Buyer's order and Seller's performance under the applicable Proposal. Any terms and conditions contained in Buyers purchase order or any other Buyer -provided documents related to this transaction shall have no effect and are hereby rejected. Notwithstanding anything herein to the contrary, If a master services agreement signed by both Parties is in effect covering the sale of the Services and/or Products that are the subject of this Proposal, the terms and conditions of said agreement shall prevail to the extent they conflict or are inconsistent with this Agreement. 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. Billing and payment terms for Stand-alone Services are set forth in the applicable Service Addendum(a). 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. Link to AVI-SPL Terms and Conditions: https://avispl.com/terms-of-use/ Buyer Acceptance Buyer Legal Entity Buyer Authorized Signature Buyer Authorized Signatory Title Buyer Authorized Signatory Name Date 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. 0 Copyright AVI-SPL LLC. All Rights Reserved AVI�JSPL' Room Summary - Chambers Video System Equipment List Mfg Description Qty TOWN OF FIRESTONE CAMERA SYSTEM AUTO -SWITCHING CAMERA SYSTEM HARDWARE CRESTRON 1 BEYOND CAMERA, PTZ-IP202OX OPTICAL ZOOM 4 CRESTRON 1 BEYOND CAMERA PROCESSING, VOICE ACT. AUTOMATE VX PR 1 BLACK MAGIC DESIGN USA MICRO CONVERTER, BI-DIRECTSDI/HDMI 3G W/PSU 1 CONTROL SYSTEM HARDWARE EXISTING CRESTRON CONTROL SYSTEM 0 MAGWELL DONGLE, USB CAPTURE SDI 4K PLUS (SDI LOOP OUT) 1 Room Support and Maintenance Elite Maintenance Services - Room; 12-months Equipment Total Installation Materials Professional Services Direct Costs General & Administrative Services - Room Support and Maintenance $2,172.75 $20,978.30 $1,651.42 $19, 692.94 $0.00 $868.32 $ 2,172.75 Subtotal $45,363.73 For informational purposes only —all Purchase Orders must match Investment Summary details. 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 0 Copyright AVI-SPL U.C. All Rights Reserved AVI�JSPL® Integration Inclusions and 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 regard 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 workforces 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-SPUs engineering department with all required architectural floor, reflected ceiling, building elevation, and section plans in AutoCAD• format at no charge to AVI-SPL. AVI44ftsoSPLa 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, but 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. FA_ r7mw lot AVI�JSPL® Addendum to General Terms and Conditions —Global Chip Shortage Due to global semiconductor chip shortages, Seller is experiencing longer than normal lead times on equipment. As a result, Seller cam guarantee lead times on equipment and will not be liable for any delays in equipment delivery to the extent caused bysuch shortages. Howe,, Seller is working with its global suppliers on a daily basis to understand the impact of this chip shortage on delivery timelines and will i reasonable efforts to keep Buyer apprised of anticipated delivery timelines and delays. Should Buyer elect to purchase equipment Immediat upon placement of order to mitigate delays, Seller will immediately bill Buyer upon placement of such order and Buyer shall pay for st equipment within the payment terms (e.g. net 30) specified herein, regardless of any other agreed upon billing terms or billing terms specif herein. AVI-SPL will store such equipment in its warehouse until delivery to Buyer. Warranty on such equipment shall commence upon deliv. of the equipment to AVI-SPUs warehouse, notwithstanding any other agreed upon warranty terms or warranty terms specified herein. AVI�JSPLa Global Support and Maintenance AVI-SPUs Global Support and Maintenance services relieve you of the day-to-day burden of maintaining your collaboration technology estate, keeping your teams connected, and concentrated on delivering business value. Elite Support Our Elite services give you an extra level of onsite responsiveness and support with: • Unlimited onsite support M-F, 8am-5pm* • Unlimited remote help desk support —available globally 24x7x365 • Facilitation of manufacturer repair or replacement programs — let us navigate your warranty terms • Software and firmware updates managed remotely for covered assets Global Support Operations Centers • AVI-SPUs Global Support 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. Repair/Replacement Facilitation -Some equipment maybe repairable or replaced at no charge under the manufacturer's warranty policy. Labor for onsite installation of parts covered under manufacturer warranty maybe 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 customer -initiated software updates and upgrades remotely available per manufacturer recommendation. Updates are provided on an as needed basis. Once an issue is reported, the remote help desk coordinates with you and the manufacturer to determine the best course of action. If a programmer is required, additional charges may apply at the applicable rate for those services. Unlimited Onsite Support -available Monday through Friday. 8 a.m. - 5 p.m.', excluding company holidays, with travel Included. Where applicable, AVI-SPL will provide a two -business day onsite response following the help desk's determination that an onsite dispatch is needed. `Local standard time excluding AVI-SPL published holidays. For customers in the Middle East, services will be provided Sunday through Thursday from 8 a.m. - 5 a.m. local standard time, excluding United Arab Emirates (UAE) national holidays.