HomeMy WebLinkAboutAVI Systems for PSTC AV Upgrades C�
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MEMO TO CITY COUNCIL
Request to Include Topic on the City Council Agenda
From: Procurement Division Meeting Date: May 28, 2024
Presenter: Keith Watts, Procurement Manager Estimated Time: Consent
Topic: Approve Agreement for PSTC AV Upgrades to AVI Systems, Inc. for the Not-To-
Exceed amount of$129,572.00
Recommended Council Action:
Approve Agreement for PSTC AV Upgrades to AVI Systems, Inc. for the Not-To-Exceed amount of
$129,572.00
Background:
City Legal has been involved in contract language negotiation and has reviewed and approved this
final agreement.
C E I�I D I
�W,
.OPP—
Public Safety Training Center
Proposal # 1248045
5/3/2024
Prepared for:
Jared Day
City of Meridian
33 E Broadway Ave
Meridian, ID 83642
40
Prepared By:
Greg Bridges
Executive Account Manager
12586 W. Bridger St. I STE100
Boise, ID 83713
greg.bridf?es(i ,avisystems.com
Printed an March 13,2024 Page 1 of 15 1248405
Jared Day
City of Meridian
33 E Broadway Ave
Meridian, ID 83642
RE: Public Safety Training Center
Hello Mr. Day,
AVI Systems is pleased to submit the following budgetary proposal to provide a video solution for your
office. We thank you for the opportunity to provide our recommendations for your important meeting
spaces.
AVI Systems specializes in design build audio-visual sales and system integration
worldwide. We partner with our customers for the common goal of on-time and
on-budget projects, both large and small. Our staff provides audio-visual system
design, consultation, installation, control system programming, and post-
installation service support.
PROVEN PRCC=.SS
AVI Systems brings over 48 years of business to the Audio-Visual space,
providing services in over 27 regions in North America and in 150 cities globally.
We stand behind our company's services, quality solutions, and customer orientation, and have pledged to
uphold a strict code of ethics and workmanship practices which we integrate into our daily routine.
In this highly technical and complex arena, hiring knowledgeable AV professionals fosters a productive,
efficient, and effective project experience, mitigating problems and budget overruns. AVI Systems offers
assurance of our staff's expertise and provides customers confidence that their job will be undertaken and
completed in the most professional way possible.
Regards,
Greg Bridges
Executive Account Manager
12586 W. Bridger St. I STE100
Boise, ID 83713
re .brid es avis stems.com
Printed on March 13,2024 Page 2 of 15 1248405
Retail Sales Agreement to
Reference Number: 1248405 Date: March 13,2024
Prepared For: City of Meridian Meridian Public Safety Training Center-AV Refresh-Update
Attn: Jared Day TIPS Contract Number: 230105
Prepared By- Gregory Bridges AVI Systems Inc.
Phone 208.891.4561 12586 W Bridger St. Suite 100, Boise, ID 83713
Email: greg.bridges@avisystems.com Phone: (208)426-8238
Fax:
INVOICE TO SITE
Attn: Jared Day Attn-
City of Meridian Meridian Public Safety Training Center
33 E Broadway Ave 1223 East Watertower Street
Meridian, ID 83642 Meridian. ID 83642
Phone: (208)846-7352 Phone:
Email jday@meridiancity.org Email.
Customer Number: COM0057
COMMENTS
This revised(v2)quote addresses the following changes discussed at on-site meeting 315.
Auditorium
Add a presenter facing USB camera for dedicated PC
Reduce to a single(1)Digital Media HDMI wall plate input
Divisible Room AlB
Keep primary projector orientation the same as currently used in Room A
Abandonlremove secondary projector functionality in Room A
Add a presenter facing USB camera in Room A for dedicated PC
Install a single 98"display in Room B
Abandon/remove projectors in Room B
Simulation Room
Install a single 85"display at front of room
Reuse existing surface mounted speakers
Add a presenter facing USB camera connected to dedicated room PC
Add Air Media to support wireless presentation
Add Keypad for AV controls
Add ceiling mic and DSP for PC based Teams Meetings
Mat Room
Reduce cost and value engineer room to HDMI wall plate input and Air Media wireless presentation.
- Add Keypad for AV controls
PRODUCTS AND SERVICES SUMMARY
Equipment $88.412.00
Integration $41,160.00
PRO Support $8,895.00
Shipping& Handling $3,500 00
Tax $0.00
Grand Total $141,967.00
Printed on March 13,2024 Page 3 of 15 1248405
Unless otherwise specified. The prices quoted reflect a discount for a cash payment(i e , check,wire transfer) made by Customer in
full within the time stated for payment on each invoice Discount only applies to new items included on the invoice, and only applies if
the balance on the invoice is paid in full.
All returned equipment is subject to a restocking charge The prices are valid for 15 days and may be locked in by signing this Retail
Sales Agreement
Overdue balances are subject to a finance charge of 1.5%per month, or interest at the highest rate permitted by applicable law. In the
event AVI must pursue collection of unpaid invoices, Customer agrees to pay all of AVI's costs of collection, including its attorneys'
fees
INVOICING AND PAYMENT TERMS
Customer and AVI have agreed on the payment method of ACH. Payment must be remitted by stated method. To the extent
Customer seeks to use of any payment methods other than stated. and that payment method results in an increased transaction cost
to AVI, the new payment must be approved in writing, and the Customer shall be responsible for paying the increased transaction cost
to AVI associated with the change in payment method Payments shall be made 30 days from invoice date. So long as the invoice has
been sent and the Customer's payment is made within the terms work will continue.
AVI uses progress billing. and invoices for equipment and services allocated to the contract on a monthly basis. Unless otherwise
specified, all items quoted (goods and services)as well as applicable out of pocket expenses(permits, licenses, shipping, etc)are
invoiced in summary(including applicable sales taxes due for each category of invoiced items).
Customer is to make payments to the following "Remit to"address:
AVI Systems
PO Box 842607
Kansas City, MO 64184-2607
Customer must make all payments in the form of bank wire transfers or electronic funds transfers through an automated clearinghouse
with electronic remittance detail, in accordance with the payment instructions AVI Systems provides on its invoice to Customer.
A monthly summary of detailed equipment received is available upon request Equipment received may be different than equipment
billed based on agreed billing method.
TAXES AND DELIVERY
Unless stated otherwise in the Products and Services Summary above, AVI will add and include all applicable taxes, permit fees,
license fees, and delivery charges to the amount of each invoice. Taxes will be calculated according to the state law(s) in which the
product(s)and/or service(s)are provided. Unless Customer provides a valid tax exemption certificate for any tax exemption(s)
claimed, AVI shall invoice for and collect all applicable taxes in accordance with state law(s), and Customer will be responsible for
seeking a tax credittrefund from the applicable taxing authority.
AGREEMENT TO QUOTE AND DOCUMENTS CONSTITUTING YOUR CONTRACT WITH AVI
Customer hereby accepts the above quote for goods and/or services from AVI When duly executed and returned to AVI,AVI's Credit
Department will check Customer's credit and approve the terms. After approval by AVI's Credit Department and signature by AVI,this
Retail Sales Agreement will,together with the AVI General Terms&Conditions attached herein form a binding agreement between
Customer and AVI (This Retail Sales Agreement and the AVI General Terms& Conditions of Sale(the T&Cs)are referred to
collectively as the Agreement) If not defined in this Agreement, all capitalized terms shall have the meaning given to them in the
T&Cs. Should AVI's Credit Department determine at any point prior to AVI commencing work that Customer's credit is not adequate,
or should it otherwise disapprove of the commercial terms, AV] reserves the right to terminate the Agreement without cause and
without penalty to AVI.
"Certifications. See last page for details.
AGREED AND ACCEPTED BY
AVI Systems, Inc.
Company Company
Z±Lhad Tvfwaw(ei-
vl Fn,a ncr M.,c,&.'I-I.','1^.-
Signature Signature
Michael Fornander
Printed Name Printed Name
May 6, 2024
Date Date
Printed on March 13.2024 Page 4 of 15 1248405
CONFIDENTIAL INFORMATION
The company listed in the"Prepared For'line has requested this confidential price quotation, and shall be deemed"Confidential
Information"as that term is defined in the T&Cs. This information and document is confidential and is intended solely for the private
use of the customer identified above Customer agrees it will not disseminate copies of this quote to any third party without the prior
written consent of AVI Sharing a copy of this quote, or any portion of the Agreement with any competitor of AVI is a violation of this
confidentiality provision. if you are not the intended recipient of this quote(i.e.. the customer), you are not properly in possession of
this document and you should immediately destroy all copies of it.
PRODUCTS AND SERVICES DETAIL
PRODUCTS:
Model# Mfa Description gty MSRP Price Extended
Divisible AB
DMPS3-4K-350-C CRESTRON 3-Series 4K Digital Media Presentation 1 $12,100.00 $8,452.21 $8,452.21
System 350
PW-5430DUS CRESTRON High-Efficiency Power Pack 1 $330.00 $242 65 $242.65
DM-RMC-4KZ-100-C CRESTRON Digital Media 8G+4K60 4AA HDR 3 $1,090A0 $761.40 $2,284.20
Receiver&Room Controller 100
AM3-111 KIT CRESTRON Air Media Series 3 Kit with AM-3100-WF 1 $2,450.00 $1,801 47 $1,801.47
Receiver and AM-TX3-100 Adaptor
TSW-770-B-S CRESTRON 7 in Wall Mount Touch Screen, Black 2 $2,278.00 $1,591.25 $3,182.50
Smooth
VPLPHZ61 SONY Sony VPL-PHZ61 -3LCD projector- 1 $5,000.00 $3,308 82 $3,308.82
6400 lumens-6400 lumens(color)-
WUXGA(1920 x 1200)- 16:10-
RPAU CHIEF UNIVERSAL RPA 1 $269 00 $237.35 $237.35
FW98BZ30L SONY Sony Bravia Professional Displays FW- 1 $9,245.00 $8,667.19 $8,667.19
98BZ30L-98" Diagonal Class BZ30L
Series LED-backlit LCD displ
AS3LDP7 CHIEF LOW DENSITY WALL MOUNT WITH 1 $1,221.00 $969.71 $969.71
PDU
GLS-PART-CN CRESTRON Cresnet Partition Sensor 1 $886.00 $618.90 $618 90
DM-TX-200-C-2G-B-T CRESTRON Wall Plate Digital Media 8G+ 2 $1,540.00 $1,075.74 $2,151.48
Transmitter 200, Black Textured
P300-IMX SHURE Digital Audio Signal Processor, 14 1 $2,590.00 $1,809.19 $1,809.19
inputs (10x Dante(8 with
AECINR/AGC). 2x analog. 1x USB. 3 5
mm
COM520PR2 AVER CAM520 PR02 CONFERENCE CAM 1 $1,79998 $1,323.51 $1,323.51
CMS446 CHIEF CMS446, CMS440, 8"VADDIO CAM 1 $151.00 $133.24 $133 24
PLATE
USB-EXT-2 KIT CRESTRON USB over Category Cable Extender, 1 $1,100,00 $808.82 $808 82
Local and Remote
Sub-Total: Divisible AIB $35,991.24
Simulation Room
FW85BZ40L SONY Sony Bravia Professional Displays FW- 1 $5,405 00 $5 067.19 $5,06T 19
85BZ40L-85"Diagonal Class BZ40L
Series LED-backlit LCD displ
AS3LDP7 CHIEF LOW DENSITY WALL MOUNT WITH 1 $1,221 00 $969 71 $969 71
PDU
HD-TXC-4KZ-101 CRESTRON DM Lite 4K60 4 A Transmitter for 1 $470.00 $328.31 $328.31
HDMI, RS-232, and IR Signal Extension
over CATx Cable
HD-RXC-4KZ-101 CRESTRON DM Lite 4K60 4 4A Receiver for HDMI, 1 $470.00 $328.31 $328.31
RS-232. and IR Signal Extension over
CATx Cable
AM-3200-WF CRESTRON Air Media Receiver 3200 with Wi-Fi 1 $2,530-00 $1,860.29 $1,860.29
Network Connectivity
AM-TX3-100 CRESTRON Air Media Series 3 Connect Adaptor 1 $800 00 $588.24 $588.24
Printed on March 13,2024 Page 5 of 15 1248405
MPC3-102-B CRESTRON 3-Series Media Presentation Controller 1 $1,380 00 $1,014 71 $1,014.71
102, Black
AMP-X50MP CRESTRON X Series Media Presentation Amplifier, 1 $496.00 $364.71 $364.71
50 W
P300-IMX SHURE Digital Audio Signal Processor, 14 1 $2,590.00 $1.809.19 $1.809.19
inputs(10x Dante(8 with
AECINRIAGC), 2x analog, 1x USB, 3.5
mm
MXA710W-2FT SHURE Linear Array Microphone. length- 2 ft 1 1 $3,402.00 $2.376 40 $2,376 40
63.6 cm. RJ45 network connector for
PoE power supply, contro
COM520PR2 AVER CAM520 PR02 CONFERENCE CAM 1 $1,799.98 $1,323.51 $1.323.51
A710-TB SHURE Tile Bridge for installation of the 1 $150,00 $104,78 $104.78
MXA710 in grid ceilings
USB-EXT-2 KIT CRESTRON USB over Category Cable Extender, 1 $1,100.00 $808 82 $808 82
Local and Remote
Sub-Total: Simulation Room $16,944.17
Mat Room
HD-TXC-4KZ-101 CRESTRON DM Lite 4K60 4A 4 Transmitter for 1 $470.00 $328 31 $328 31
HDMI, RS-232, and IR Signal Extension
over CATx Cable
HD-RXC-4KZ-101 CRESTRON DM Lite 4K60 4A 4 Receiver for HDMI, 1 $470 00 $328 31 $328 31
RS-232, and IR Signal Extension over
CATx Cable
MPC3-102-B CRESTRON 3-Series Media Presentation Controller 1 $1,380.00 $1,014.71 $1.014 71
102, Biack
AMP-X50MP CRESTRON X Series Media Presentation Amplifier, 1 $496.00 $364.71 $364 71
50 W
AM-3200-WF CRESTRON Air Media Receiver 3200 with Wi-Fi 1 $2,530.00 $1,860.29 $1,860.29
Network Connectivity
AM-TX3-100 CRESTRON Air Media Series 3 Connect Adaptor 1 $800.00 $588.24 $588.24
VPLPHZ61 SONY Sony VPL-PHZ61 -3LCD projector- 1 $5,000 00 $3,308.82 $3,308.82
6400 lumens-6400 lumens(color)-
WUXGA(1920 x 1200)- 16 10-
RPAU CHIEF UNIVERSAL RPA 1 $269.00 $237.35 $237.35
Sub-Total: Mat Room $8,030.74
Auditorium
DMPS3-4K-350-C CRESTRON 3-Series 4K Digital Media Presentation 1 $12,100.00 $8,452 21 $8.452.21
System 350
PW-5430DUS CRESTRON High-Efficiency Power Pack 1 $330.00 $242 65 $242.65
DM-RMC-4KZ-100-C CRESTRON Digital Media 8G+41<60 4:4 4 HDR 2 $1,090.00 $761.40 $1,522.80
Receiver& Room Controller 100
DM-TX-200-C-2G-B-T CRESTRON Wall Plate Digital Media 8G+ 1 $1,540.00 $1,075 74 $1,075.74
Transmitter 200, Slack Textured
AM3-111 KIT CRESTRON Air Media Series 3 Kit with AM-3100-WF 1 $2,450.00 $1,801.47 $1,801.47
Receiver and AM-TX3-100 Adaptor
TSW-770-B-S CRESTRON 7 in. Wall Mount Touch Screen. Black 1 $2,278.00 $1,591.25 $1,591.25
Smooth
VPLFHZ851W SONY Sony VPL-FHZ85-3LCD projector- 1 $11,000.00 $7,279.41 $7.279,41
8000 lumens-7300 lumens(color)-
WUXGA(1920 x 1200) - 1610-
P300-IMX SHURE Digital Audio Signal Processor, 14 1 $2.590.00 $1,809.19 $1,809 19
inputs(1Ox Dante(8 with
AECINRIAGC) 2x analog. 1x USB, 3.5
mm
COMCAM570 AVER CAM570 CONFERENCE CAMERA 1 $3,893.98 $2,863.22 $2,863 22
USB-EXT-2 KIT CRESTRON USB over Category Cable Extender, 1 $1.100.00 $807.91 $807.91
Local and Remote
Sub-Total: Auditorium $27,445.85
Printed on March 13,2024 Page 6 of 15 1248405
Meridian Public Safety Training
Center
Engineering &Drawings $4.800 00
Project Management $2,480 00
Programming $10.920 00
On Site integration $12,000.00
Testing&Acceptance $4,080.00
Training $680.00
Local Travel and Mileage $1.705 00
Integration Cables&Connectors $4.495 00
Sub-Total: Meridian Public Safety $41,160.00
Training Center
Total: $129,572:00
PRO SUPPORT:
Model# Mfg Description f3ty Price Extended
AVISSACUSTOM AVI SYSTEMS 1 Year System Support Agreement 1 $8.895 00 $8,895 00
Refer to Page 1 for the Grand Total that includes Taxes, and Shipping&Handling.
Printed on March 13,2024 Page 7 of 15 1248405
SERVICES TO BE PROVIDED
INTEGRATION SERVICES
INTEGRATION SCOPE OF WORK
A. SUMMARY: Client has requested a quote to update their public safety training facility. The original system was comprised of Extron
based rooms. They have asked to move to Crestron The spaces that will be updated are,Auditorium, Divisible Room (A1B), Mat Room,
and Simulation Room. The simulation room is being removed from the switcher that is shared with the mat room. Each system will be
separately derived for each space. The Crestron system will control the power, volume, and selected inputs. 'The simulation room will
no longer have an integrated control system,as requested.
B. SYSTEM DESCRIPTION:
Simulation Room
The simulation room will be a stand-alone VTC room consisting of a Shure MXA 710, P300, Crestron Air Media with dangle, as well as
a new display. The PC in the viewing area will be directly wired (via extenders)to the front display
• Functionality Description: Basic device mode conferencing system, operated by the OFE PC in the observation booth.
• Displays
17, Sony 85" at front of room
• Source Devices
o OFE PC
o Air Media AM3200 with dongle
• Audio'
OFE speakers
o Shure MXA710 ceiling mic
• Conferencing
All VTC managed from OFE PC
o Aver cam520 pro2 wall mounted below display
• Equipment Location:
PC in observation room
MPC3 wall mounted at back of room
Mat Room
The Mat room will have a new projector installed in place of the existing one The current system in use is overbuilt, client requested we
downsize to a simple wall mounted controller, air media, and provision for OFE PC.
• Functionality Description- System controlled by MPC3, the only source is the PC,wired through the air media.
• Displays
Sony projector aimed at existing screen, ceiling mounted with existing hardware
• Source Devices:
OFE PC
o AM320OWF
• Audio:
o Existing surface mounted speakers on the left and right of the screen
• Equipment Location.
PC in rack in storage room
MPC3 wall mounted at back of room
Divisible Room
The Divisible room will have the current Extron DTP Crosspoint will be replace by a DMPS3-4k-350(in A and B, A being the primary).
The client has requested a wireless content option, a Crestron Air Media AM310OWF will be connected to the DMPS in each space. A
wall mounted Crestron TSW-770 will be wall mounted in each space.A divisible wall partition sensor will be ceiling mounted to dictate
the room state The current primary projector&screen location in room A will remain the same but will upgraded to a new Sony
Projector and use the existing screen The secondary projector used when rooms were combined will be removed The projector in
room B will be removed and a 98"display will be wall mounted in place of the screen
Functionality Description: divisible space with a DMPS3-4k-350 replacing a DTP Extron Crosspoint in each space. Each room has an
existing wireless mic and owner furnished PC, as well as a Digital Media input plate Single display in each space.When the room is
combined displays will mirror and audio will combine A Crestron TSW-770 touch panel will be wall mounted in each room next to the
primary entrance
• Displays:
Sony 98" in Room B
Sony Projector in A
• Source Devices.
OFE PC in each
Input plate in A and B
• Audio:
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Speakers in ceiling
o RF mic in each room
o Shure P300 added to interface with teams on OFE PC
• Conferencing
o All VTC managed from OFE PC
o Aver Cam520 Prot ceiling mounted
• Equipment Location:
11 OFE rolling Rack
Auditorium
The Auditorium will have the current Extron DTP Crosspoint will be replace by a DMPS3-4k-350 The client has requested a wireless
content option, a Crestron Air Media AM3100WF will be connected to the DMPS in each space. A wall mounted Crestron TSW-770 will
be wall mounted in the space. The confidence monitor will be retained. A single Digital Media input plate will be mounted on the front
wall. on the left side.
Functionality Description: Auditorium with a DMPS3-0k-350 replacing a DTP crosspoint The room has an existing wireless mic and
owner furnished PC, as well as one Digital Media input plate. Single display and confidence monitor configuration,
• Displays:
o Sony Projector
o OFE confidence monitor
• Source Devices:
o OFE PC in each
Single DM HDMI wall plate input
• Audio:
c Speakers in ceiling
o RF mic in each room
o Shure P300 added to interface with teams on OFE PC
• Conferencing:
All VTC managed from OFE PC
Aver cam570 wall mounted
• Equipment Location:
0 OFE rolling Rack
C. EXCLUSIONS: The following work is not included in our Scope of Work:
All conduits, high voltage,wiring panels, breakers, relays, boxes, receptacles, etc
• Concrete saw cutting and/or core drilling
• Firewall, ceiling, roof, and floor penetration
• Necessary gypsum board replacement and/or repair
• Necessary ceiling tile or T-bar modifications, replacements, and/or repair
• Structural support of equipment"AVI Systems is not responsible for building-related vibrations
• Installation of the ceiling-mounted projection screen
• All millwork(moldings, trim, cutouts, etc.)
• Patching and Painting
• Permits(unless specifically provided for and identified within the contract)
• Unless otherwise stated, the pricing in this agreement does not include prevailing wage or union labor
• Unless specifically noted, lifts and scaffolding are not included
D. CONSTRUCTION CONSIDERATIONS:
In order to accomplish the outlined goals of this project, the Customer will be responsible for contracting with an outside entity to make
the necessary modifications to the space as directed by AVI Systems. The costs associated with these modifications are not included in
this proposal.
E. NOTICE: THIS SCOPE OF WORK IS DELIVERED ON THE BASIS OF THE FOLLOWING ASSUMPTIONS: The room(s)
match(es)the drawings provided.
• Site preparation by the Customer and their contractors include electrical and data placement per AVI Systems specification.
• Site preparation will be verified by AVI Systems project manager or representative before the scheduling of the installation All
work areas should be clean and dust free prior to the beginning of the on-site integration of electronic equipment.
• Customer communication of readiness will be considered accurate and executable by AVI Systems project manager.
• In the event of any arrival to the site that AVI Systems is not able to execute work efficiently and definably progress, the
Customer will be charged a fee to reimburse AVI Systems for all lost time and inefficiencies. At this time, the Customer will be
presented with a Contract Change Order and will/may halt work until acceptance by the Customer and rescheduling of the
integration effort is agreed upon.
• Rescheduling and redeployment of AVI Systems technicians due to unacceptable site preparation may cause scheduling
delays of up to 10 business days.
• There is ready access to the building/facility and the room(s)for equipment and materials
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• There is secure storage for equipment during a multi-day integration.
• If Customer furnished equipment and existing cabling are to be used, AVI Systems assumes that these items are in good
working condition at this time and will integrate into the designed solution. Any repair, replacement, and/or configuration of
these items that may be necessary will be made at an additional cost.
• All Network configurations, including IP addresses, are to be provided, operational and functional before AVI Systems
integration begins.AVI Systems will not be responsible for testing the LAN connections.
• Cable or Satellite drops must be in place with converter boxes operational before the completion of integration. Any delay
resulting in extra work caused by the late arrival of these items will result in a change order for time and materials.
• Document reviewifeedback on drawingsicorrespondence will be completed by the Customer within two business days(unless
otherwise noted).
• The documented Change Control process will be used to the maximum extent possible—the Customer will have an assigned
person with the authority to communicate/approve project Field Directed Change Orders and Contract Change Orders (see
Appendix).
• In developing a comprehensive proposal for equipment and integration services, AVI Systems'Sales Representatives and
Engineering teams must make some assumptions regarding the physical construction of your facility,the availability of
technical infrastructure, and site conditions for installation. If any of the conditions we have indicated in the site survey form are
incorrect or have changed for your project or project site, please let your Sales representative know as soon as possible.
Conditions of the site found during the integration effort, which are different from those documented, may affect the price of the
system solution, integration, or services To ensure that you have an accurate proposal based on your facility and specific to
the conditions of your project, please review all project documentation carefully
F. INTEGRATION PROJECT MANAGEMENT PROCESSES
AVI Systems will follow a foundational project management process which may include the following actionsldeliverables(based on the
sizelcomplexitylduration of the integration project):
• Site Survey—performed prior to Retail Sales Agreement and attached
• Project Welcome Notice—emailed upon receipt of Purchase Order
• Project Kick-Off meeting with Customer Representative(s)—either by phone or in-person
• Project Status reviews—informal or formal—either by phone or in person(based on the sizelcomplexity/duration of the
project)
• Project Change Control--comprised of Field Directed Change Order and/or Contract Change Order submittals(see Appendix)
• Notice of Substantial Completion(see Appendix)—at Customer walk-through—prior to Service Transition
G. KNOWLEDGE TRANSFER(TRAINING)
This is geared specifically towards the end-user 1 operator. The purpose of this knowledge transfer is to provide operators with the
necessary knowledge to confidently and comfortably operate all aspects of the integrated system. Areas covered include the following:
• Equipment and system overview
• Equipment operation and function
• Equipment start-up, stop and shut down
• Equipment automatic and manual operation
• Discussion and documentation relating to control system operation
• Discussion and documentation relating to the system processor and its control applications
• Powering up and powering down the AV system via the control system
• Manual operation of display systems, audio systems, and all other related components
• Useloperation of patch panels, when and where to be used
• Whom to call when help is required
H.AVI SYSTEMS INTEGRATION SERVICES RESPONSIBILITIES
AVI Systems will provide services/work for the project as described above in the Scope of Work or per the attached separate Scope of
Work document detailing the scope of work to be performed.
• Provide equipment, materials, and service items per the contract products and services detail.
• Provide systems equipment integration and supervisory responsibility for the equipment integration
• Provide systems configuration, checkout, and testing.
• Provide project timeline schedules.
• Provide necessary information, as requested, to the owner or other parties involved with this project to ensure that proper AC
electrical power and cableways and/or conduits are provided to properly integrate the equipment within the facilities.
• Provide manufacturer-supplied equipment documentation
• Provide final documentation and"as built"system drawings(CAD)-if purchased.
• Provide system training following integration to the designated project leader or team
I. CUSTOMER INTEGRATION SERVICES RESPONSIBILITIES
• Provide for the construction or modification of the facilities for soundproofing, lighting, electrical, HVAC, structural support of
equipment. and decorating as appropriate. Includes installation of any ceiling-mounted projection screen
• Provide for the ordering, provisioning, installation.wiring, and verification of any Data Network(LAN, WAN, T1, ISDN, etc)and
Telephone Line (Analog or Digital)equipment and services prior to on-site integration.
• Provide all necessary cableways and/or conduits required to facilitate AV systems wiring
• Provide all necessary conduits,wiring, and devices for technical power to the AV systems equipment.
• Provide reasonable access of AVI Systems personnel to the facilities during periods of integration,testing. and training,
including off hours and weekends.
Printed on March 13.2024 Page 10 of 15 1248405
• Provide a secure area to house all integration materials and equipment.
• Provide a project leader who will be available for consultation and meetings
• Provide timely review and approval of all documentation(Technical Reports, Drawings, Contracts,etc.).
ENGINEERING SERVICES
ENGINEERING SCOPE OF WORK
Client has requested a quote to update their public safety training facility. The original system was comprised of Extron based rooms
They have asked to move to Crestron. The spaces that will be updated are, Auditorium, Divisible Room (A1B), Mat Room, and
Simulation Room. the simulation room is being removed from the switcher that is shared with the mat room
ENGINEERING SERVICES TO BE PROVIDED
AVI Systems will work with the Customer and any related design professionals selected(architects, engineers, etc.)to provide initial
and ongoing audiovisual systems design and engineering support for this project.
AVI Systems strongly encourages the fostering of a truly open, cooperative"design team"approach,with team members bringing
unique, valuable insight from their special perspective to the team.
The goal of these services is as follows,
• Understand clearly the current and future AV needs of the Customer.
• Provide accurate construction documents for the implementation of the AV-related infrastructure.
• Provide an overall AV plan that will allow for the procurement of appropriate AV equipment and installation, complete with
system diagrams, ensuring correct integration of the equipment
• Compile the data gathered during the engineering process into an Integration Agreement for a turnkey installation of all AV
systems,with the added value of a seamless integration process
The Design Process can be modified at any time per the direction of the Customer—otherwise, it shall follow this general outline:
AV Program Review 1 Verification—The AVI Systems design team will obtain from the Customer the operational specifications desired
for the audio and video systems within the designated facility.Additional facility information will be required, including the building's
electrical and structural infrastructure, as well as the physical sizes of each room or space. Using compatible AutoCAD drawings, the
integration of desired AV systems within available spaces will be visualized. During this initial design phase, various equipment options,
with an eye toward future expandability while maintaining current value,will be suggested.
Budget Verification—The AVI Systems design team will create a project scope compiled from the information received from the
Customer.AVI Systems will generate cost estimates for the various systems as outlined above and compare these budget estimates to
any initial AV budgets. This process will reaffirm the exact direction that engineering resources should target in the next phase
Initial Design—During this phase,AVI Systems will begin applying the above-defined systems in detail to the various areas of the
Customer facility. Further communications between the Customer and the other design team members, as various options are
explored,will be necessary at this time. Typical deliverables from this phase would include the following drawings and/or documents.
• Preliminary AV Floor Plan and Elevations detailing locations of all AV devices
• Preliminary Projection Geometry detailing projectioniscreen locations with viewing angles, mounting details, etc.
• Preliminary AV Technical Power, Conduit Plans, and Riser Drawings
• Preliminary AV Video Flow
• Preliminary AV Audio Flow
• Preliminary AV Control Flow
• Preliminary AV Rack Layouts
• Preliminary Equipment Lists
• Preliminary Budget Estimates
Submittal of the above for the various rooms will be a progressive process,with most critical drawings being submitted first, allowing
construction details to be available on an as-needed basis. During this process(modifications to the preliminary plans, due to a variety
of considerations: arch itecturallaesthetic considerations, budget reviews, etc.),electronic exchange of AutoCAD drawings between all
the team members will facilitate a quick exchange of updates. Specific design freeze dates will be established with all parties to
facilitate timely submittals and help manage the Customer's end cost. All changes are to be reviewed and approved by all parties.
Final Systems Design—The changes made in the previous phase to the preliminary designs will be updated and regenerated as"final"
construction documents. AVI Systems will typically work from background drawings from an architect under contract to the Customer,
entering AV-specific data and returning these back to the architect(or other Customer retained design professional)for integration into
final construction documents.
Project Specifications Document—The final audiovisual systems designs will be compiled into a written project technical specifications
document with equipment lists and any pricing not already included in the quote for complete integration. This document will include the
following system diagrams and documents.
• AV Floor Plan and Elevations detailing locations of AV devices
• AV Video Flow
• AV Audio Flow
• AV Control Flow
• Equipment lists as specified
• System infrastructure requirements, including cable and termination specifications
Printed on March 13,2024 Page 11 of 15 1248405
System operational and post-operational requirements
• Project Scope of Work
• Project costs
• Project Integration Agreement
CUSTOMER CARE
CUSTOMER CARE SERVICES TO BE PROVIDED
Customer Care is the ongoing care and maintenance services delivered to keep your System(s)functioning as originally designed and
installed AVI Systems will perform the services below,as further described in the Definitions, for covered Systems.
Customer Care Entitlement Matrix
SupportEntitlement Definition System Service Level
Incident AVI Systems provides Priority Support Remote initiation within two(2)business hours, Monday
Management to troubleshoot, remediate, and through Friday, during standard hours(8 am-5 pm local
escalate all Incidents through to Included time,excluding holidays)
resolution.
Remote Support AVI Systems provides remote Priority Remote response within (8)business hours, Monday
Support for supported systems to Included through Friday during standard hours(8 am-5 pm local
diagnose and resolve incidents. time,excluding holidays)
Onsite Support AVI Systems provides Priority Support Onsite response within eight(8)business hours,
for technician dispatch to the client Monday through Friday, during standard hours(8 am-5
location to diagnose and resolve an Included pm local time, excluding holidays)
Incident.
Advanced Parts AVI Systems provides advanced Repair and/or replacement is manufacturer dependent.
Replacement replacement of failed hardware Included Loaner Equipment on Best Effort basis
components Does not include
consumables or obsolete equipment.
Software Update AVI Systems provides labor to
Assistance implement updates of existing software Included
to correct software errors and/or
resolve incidents
System Training AVI Systems conducts user training to Remote user training, scheduled at least one(1)week
cover the operation of the system and in advance
how to contact AVI Systems for Included
support Technical,Administrative.
or Product Specific training is available
separately from this agreement
System Health AVI Systems personnel perform Two(2) System Health Checks per year,each
Checks preventative maintenance Includes scheduled at least one(1)week in advance
cleaning, adjustments, functional tests, Included
and replacement of parts to keep the
system equipment in efficient operating
condition
Asset AVI Systems tracks asset information Included
Management for Systems
CUSTOMER CARE DEFINITIONS
System—the items listed in the Products and Services Detail section of this Agreement or listed on an attached Equipment List with the
exception of Consumables, Owner Furnished Equipment, and Obsolete Equipment
Priority Support—all work under AVI Systems support agreements with Customers is scheduled ahead of any other on-demand work,
Remote Support—a service whereby remote calls are made to communications and terminal equipment via Customer provided I P
connection to determine failures and remedies Only available where equipment is capable and configured by AVI Systems to provide
same.
Onsite Support-Service level response assumes the client location is within 60 miles of an AVI Systems Service Center. Additional
travel costs may apply if the client's location is beyond 60 mites of an AVI Systems Service Center.
Consumables—parts such as recording media, batteries projection lamps, bulbs, etc. Consumables are parts that are not included in
this Agreement.
Obsolete Equipment—items(though possibly still in use)that are outdated with no manufacturer support or parts availability or
products with the formal end of life as defined by their manufacturer. Obsolete Equipment is parts that are not included under this
Agreement.
Pnnted on March 13,2024 Page 12 of 15 1248405
Loaner Equipment—tabletop LCD projectors and flat-screen monitors under 50". Tabletop projectors are not integrated into a system.
Flat screen monitors will be installed onto a wall if reasonably possible.
Best Effort—AVI Systems strives to provide the Service or repair any Incident in an appropriate and generally accepted manner using
the resources available but makes no promise in this reference.
Advanced Parts Replacement-Provides for recycling of equipment covered in a system or consumables with no additional fees.
Includes coverage for shipping to/from the manufacturer for equipment sent for warranty diagnosis, repair, or exchange.
Software Update Assistance—revisions of existing software, which provide maintenance to correct software errors. Assumes software
is provided at no charge by the manufacturer or covered under a valid manufacturer maintenance contract. Cascading software
dependencies may impact the ability to issue updates Software and features which require additional licensing are not included under
this Agreement Changes to custom templates or scripts after initial deployment are available separately from this agreement
CUSTOMER CARE-UNIFIED COMMUNICATIONS
Remote Technical Support
• Help Desk phone number: 866-836-8277
• Help Desk email: prosupport@avisystems.com
CUSTOMER CARE-DIGITAL MEDIA
Remote Technical Support
• Help Desk phone number: 800-488-4954
• Help Desk email: dmsupport@avisystems.com
SYSTEM SUPPORT TERMS
Coverage Dates—Unless otherwise stated, the service coverage date will be effective as of substantial completion or the System
Support Agreement invoice date, whichever is applicable Coverage will extend for the duration specified by the corresponding line-item
description found in the Product and Services Detail section of this Agreement. AVI Systems reserves the right to withhold services until
the invoice is paid in full.
Exclusions—For situations where AVI Systems is providing service or support under this Agreement, no cost service, maintenance, or
repair shall not apply to the Equipment if any person other than an AVI Systems technician or other person authorized by AVI Systems.
without AVI Systems, prior written consent, improperly wires, integrates, repairs, modifies or adjusts the Equipment or performs any
maintenance service on it during the term of this Agreement. Furthermore, any Equipment service, maintenance, or repair shall not
apply if AVI Systems determines, in its sole discretion,that the problems with the Equipment were caused by(a)the Customer's
negligence, or(b)theft, abuse, fire, flood. wind, lighting, unreasonable power line surges or brownouts, or acts of God or public enemy:
or(c)use of any equipment for other than the ordinary use for which such equipment was designed or the purpose for which such
equipment was intended, or(d)operation of equipment within an unsuitable operating environment, or(e)failure to provide a suitable
operating environment as prescribed by equipment manufacturer specifications, including,without limitation, with respect to electrical
power, air conditioning, and humidity control.
Systems Support Terms are in addition to AVI Systems' General Terms and Conditions of Sale.
"Certifications.
Pursuant to Idaho Code §§67-2359 and 67-2346, Contractor hereby certifies:
A. That Contractor is not currently owned or operated by the government of China and
will not, for the duration of this Contract, be owned or operated by the government of
China.
B. That Contractor is not currently engaged in, and will not for the duration of the
Contract engage in, a boycott of goods or services from Israel or territories under its
control.
Master No. Description Qry MSRP Dist.% Unit Price
Printed on March 13,2024 Page 13 of 15 1248405
Divisible A/B 0.00 $0.00 0.00 $0.00
DMPS3-4K-350-C 3-Series 4K OigitalMedia Presentation System 3So 1.00 $12,101 30.1S% $8,452.21
PW-5430DUS High-Efficiency Power Pack 1.00 $330.00 26.47% $242,65
DM-RMC 4KL
100-C DigitalMedia BG+4K60 4*4 HDR Receiver&Room Controller 100 3.00 $1,090.00 30,15% $761.40
Ai KIT AirMedia Series 3 Kit with AM-3100-W F Receiver and AM-TX3-100 Adaptor 1.00 $2,450.00 26,47% $1,801-47
TSW-770-B-5 7 in.Wall Mount Touch Screen,Black Smooth 2.00 $2,278.00 30.15% $1,591.25
Sony VPL-PHZ61-3LCD projector-6400 lumens-6400 lumens{color}-W UXGA
VPLPHZ61 (1920 x 1200)-16:10- 1.00 $5,000.00 33.82% $3,308.82
RPAU UNIVERSAL RPA 1.00 $269,00 11.77% $237.35
Sony Bravia Professional Displays F W-98BZ30L-98"Diagonal Class BZ30L Series
FW98BZ30L LED-backlit LCD disp! 1.00 $9,245.00 6.25% $8,667.19
AS3LDP7 LOW DENSITY WALL MOUNT WITH POU 1.00 $1,221.00 21 5969.71
GLS-PART-CN Cresnet Partition Sensor 1.00 $886.00 30.15% $618,90
DM-TX-2o0-C-
2G-B-T Wall Plate DigitalMedia 8G+Transmitter 200,Black Textured 2.00 $1,540.00 30.1S% $1,075.74
Digital Audio Signal Processor,14 inputs(lox Dante(8 with AEC/NR/AGC),2x
P300-IMX analog,Ix USB,3.5 mm 1.00 $2,590.00 30.15% $1,8o9.19
COM520PR2 CAM520 PR02 CONFERENCE CAM 1.00 $1,799.98 26.47% $1,323.51
CMS446 CM5446,CM5440,8"VADDIO CAM PLATE 1.00 $151.00 11.76% $133.24
USB-EXT-2 KIT USB over Category Cable Extender,Local and Remote 1.00 $1,101 26.47% $808.82
Simulation Room 0.00 $0,00 #DIV/01 $0.00
Sony Bravia Professional Displays FW-85BZ40L-85"Diagonal Class BZ40L Series
FW85BZ40L LED-backlit LCD disp) 1.00 $5,405.00 6.25% 55,067.19
AS3LDP7 LOW DENSITY WALL MOUNT WITH PDU 1,00 $1,221.0o 21 $969.71
DM Lite 414:4:4 Transmitter for HDMI,RS-232,and IR Signal Extension over
HD-TXC-4KZ-101 CATx Cable 1.00 $470.00 30.15% $328.31
DM Lite 4K60 4:4:4 Receiver for HDMI,RS-232,and IR Signal Extension over CATx
HD-RXC-4KZ-101 Cable 1.00 $470.00 30.15% $329.31
AM-3200-WF AirMedia Receiver 3200 with Wi-Fi Network Connectivity 1.00 $2,530.00 26.47% $1,860.29
AM-TX3-100 AirMedia Series 3 Connect Adaptor 1.00 $800.00 26.47% $588.24
MPC3-102-B 3-Series Media Presentation Controller 102,Black 1.00 $1,380.00 26.47% $1,014.71
AMP-X50MP X Series Media Presentation Amplifier,50 W 1.00 $496,00 26.47% $364.71
Digital Audio Signal Processor,14 inputs(lox Dante(8 with AEC/NR/AGC),2x
P300-IMX analog,lx USB,3.5 mm 1.00 $2,590.00 30,15% $1,809.19
Linear Array Microphone,length:2 ft/63.6 cm,RJ45 network connector for POE
MXA710W-2FT power supply,contro 1,00 $3,402.00 31 $2,376,40
COM520PR2 CAM520 PR02 CONFERENCE CAM 1.00 $1,799.98 26.47% $1,323.51
A710-TB Tile Bridge for installation of the MXA710 in grid ceilings 1.00 $150.00 30.15% $104.78
USB-EXT-2 KIT USB over Category Cable Extender,Local and Remote 1.00 $1,1o0-o0 26.47% $808.82
Mat Room 0.00 $1 #DIV/01 $0.00
MPC3-102-8 3-Series Media Presentation Controller 102,Black 1.00 $1,380.00 26A7% $1,014.71
OM Lite 414:4:4 Transmitter for HDMI,RS-232,and IR Signal Extension over
HD-TXC-4KZ-101 CATx Cable 1.00 $470.00 30.15% $328.31
DM Lite 4K60 4:4:4 Receiver for HDMI,RS-232,and IR Signal Extension over CATx
HD-RXC-4KZ-101 Cable 1.00 $470.00 30.15% $328.31
AMP-XSOMP X Series Media Presentation Amplifier,50 W 1.00 $496.00 26.47% $364.71
AM-3200-WF AirMedia Receiver 3200 with Wi-Fi Network Connectivity 1.00 $2,530,00 26,47% $1,860.29
AM-TX3-100 AirMedia Series 3 Connect Adaptor 1,00 $800.00 26,47% $588.24
Sony VPL-PHZ61-3LCD projector-6400 lumens-6400 lumens(color)-W UXGA
VPLPHZ61 (1920 x 1200)-16:10- 1.00 $5,000.00 33.82% $3,308.82
RPAU UNIVERSAL RPA 1.00 $269.00 11.77% $237.35
Printed on March 13,2024 Page 14 of 15 1248405
Auditorium 0.00 $0.00 9DIV/0! $0.00
DMPS3-4K-350-C 3-Series 4K DigitalMedia Presentation System 350 1.00 $12,100,00 30.15% $8,452.21
PW-5430DUS High-Efficiency Power Pack 1.00 $330,00 26.47% $242.65
DM-R MC-4KZ-
100-C DigitalMedia 8G+4K60 4:4,4 HDR Receiver&Room Controller 100 2.00 $1,090.00 30,15% $761.40
DM-TX-200-C-
ZG-8-T Will Plate DigitalMedia 8G+Transmitter 200,Black Textured 1.00 $1,540,00 30.15% $1,075.74
AM3-111 KIT AirMedia Series 3 Kit with AM-3100-WF Receiver and AM-TX3-100 Adaptor 1.00 $2,450.00 26,47% $1,801.47
TSW-770-13-S 7 in.Wall Mount Touch Screen,Black Smooth 1.00 $2,278.00 30.15% $1,591.25
Sony VPL-FHZ8S-3LCD projector-8000 lumens-7300 lumens(color)-W UXGA
VPLFHZ85/W (1920 x 1200)-16:10- 1.00 511,000.00 33,82% $7,279.41
Digital Audio Signal Processor,14 inputs(10x Dante(8 with AEC/NR/AGC),2x
P300-IMX analog,1x USB,3.5 mm 1.00 $2,590.00 30.15% $1,809.19
COMCAM570 CAMS70 CONFERENCE CAMERA 1-00 $3,893.98 26.47% $2,863.22
USB-EXT-2 KIT USB over Category Cable Extender,Local and Remote 1.00 $1,100.00 26.55% $80791
Printed on March 13,2024 Page 15 of 15 1248405
AVI Systems, Inc.
9675 West 76`h Street,Suite 200
` Eden Prairie, MN 55344
Phone:(952)949-3700
GENERAL TERMS AND CONDITIONS OF SALE
The following General Terms&Conditions of Sale(the"T&Cs")in combination with a signed Retail Sales Agreement constitute a
binding contract(the"Agreement")between AVI Systems, Inc. ("AVI")and the entity identified on page one of the Retail Sales
Agreement(the"Customer"). Any terms and conditions set forth in any correspondence, purchase order or Internet based form from
Customer to AVI which purport to constitute terms and conditions which are in addition to those set forth in this Agreement or which
attempt to establish conflicting terms and conditions to those set forth in this Agreement are expressly rejected by AVI unless the same
has been manually countersigned in wet ink by an Officer of AVI.
1. Changes In The Scope of Work—Where a Scope of Work is included with this Agreement, costs resulting from changes in the
scope of this project by the Customer, including any additional requirements or restrictions placed on AVI by the Customer or its
representatives,will be added to the contract price. When AVI becomes aware of the nature and impact of the change, a Contract
Change Order will be submitted for review and approval by the Customer before work continues. Where applicable, changes in the
configuration of the Equipment described herein shall be made in writing by submission of a Change Order document.
2. Ownership and Use of Documents and Electronic Data—Where applicable, drawings, specifications, other documents, and
electronic data furnished by AVI for the associated project under this Agreement are instruments of the services provided.AVI shall
retain all common law, statutory and other reserved rights, including any copyright in these instruments.These instruments of service
are furnished for use solely with respect to the associated project under this Agreement. The Customer shall be permitted to retain
copies of any drawings,specifications, other documents,and electronic data furnished by AVI for information and reference in
connection with the associated project and for no other purpose.
3. Proprietary Protection of Programs—Where applicable this Agreement does not cause any transfer of title, or intellectual rights, in
control systems programs,or any materials produced in connection therewith, including any source code.Any applications or programs
supplied by AVI are provided, and are authorized for installation, execution, and use only in machine-readable object code form.This
Agreement is expressly limited to the use of the programs by the Customer for the equipment in connection with the associated project.
Customer agrees that it will not seek to reverse-engineer any program to obtain source codes, and that it will not disclose the programs
source codes or configuration files to any third party,without the written consent of AVI. The programs, source codes and configuration
files,together with AVI'know-how and integration and configuration techniques, furnished hereunder are proprietary to AVI, and were
developed at its private expense. If Customer is a branch of the United States government,for purposes of this Agreement any
software furnished by AVI hereunder shall be deemed"restricted computer software", and any data, including installation and systems
configuration information, shall be deemed "limited rights data", as those terms are defined in FAR 52.227-14 of the Code of Federal
regulations.
4. Shipping and Handling and Taxes—The prices shown are F.O.B. manufacturer's plant or AVI's office depending on where items are
located when direction is issued to ship to the point of integration.The Customer, in accordance with AVI's current shipping and billing
practices,will pay all destination charges. In addition to the prices on this Agreement,the Customer agrees to pay amounts equal to
any sales tax invoiced by AVI,or(where applicable)any use or personal property taxes resulting from this Agreement or any activities
hereunder. Customer will defend, indemnify and hold harmless AVI against any claims by any tax authority for all unpaid taxes or for
any sales tax exemption claimed by Customer.
5. Title—Where applicable,title to the Equipment passes to the Customer on the earlier of: (a)the date of shipment from AVI to
Customer, or(b)the date on which AVI transmits its invoice to Customer.
6. Security Interest—In addition to any mechanics'lien rights,the Customer,for value received, hereby grants to AVI a security interest
under the Minnesota commercial code together with the a security interest under the law(s)of the state(s)in which work is performed or
equipment is delivered. This security interest shall extend to all Equipment, plus any additions and replacements of such Equipment,
and all accessories, parts and connecting Equipment now or hereafter affixed thereto.This security interest will be satisfied by payment
in full unless otherwise provided for in an installment payment agreement.The security interest shall be security for all sums owed by
Customer under this Agreement. A copy of this Agreement may be filed as a financing statement with the appropriate authority at any
time after signature of the Customer. Such filing does not constitute acceptance of this Agreement by AVI
7. Risk of Loss or Damage—Notwithstanding Customer's payment of the purchase price for Equipment, all risk of loss or damage shall
transfer from AVI to Customer upon Customer's receipt of Equipment. Customer shall be responsible for securing insurance on
Equipment from this point forward.
Rev 08-15
AVI Systems, Inc.
9675 West 76`h Street,Suite 200
` Eden Prairie, MN 55344
Phone:(952)949-3700
8. Receiving/Integration—Unless the Agreement expressly includes integration services by AVI,the Customer agrees to furnish all
services required for receiving,unpacking and placing Equipment in the desired location along with integration. Packaging materials
shall be the property of the Customer.
9. Equipment Warranties—To the extent AVI receives any warranties from a manufacturer on Equipment; it will pass them through to
Customer to the full extent permitted by the terms of each warranty. Factory warranties vary by manufacturer, and no additional
warranties are expressed or implied by AVI unless stated in writing.
10. General Warranties—Each Party represents and warrants to the other that: (i)it has full right, power and authority to enter into and
fully perform its obligations under this Agreement, including without limitation the right to bind any party it purports to bind to this
Agreement; (ii)the execution,delivery and performance of this Agreement by that Party does not conflict with any other agreement to
which it is a Party or by which it is bound, and (iii)it will comply with all applicable laws in its discharge of its obligations under this
Agreement. AVI warrants,for a period of 90 days from Substantial Completion,the systems integration to be free from defects in
workmanship. CUSTOMER WARRANTS THAT IT HAS NOT RELIED ON ANY INFORMATION OR REPRESENTATION PROVIDED
BY OR ON BEHALF OF AVI WHICH IS NOT EXPRESSLY INCLUDED IN THESE GENERAL TERMS AND CONDITIONS OR THE
RETAIL SALES AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH HEREIN.AVI DISCLAIMS ANY EXPRESS OR IMPLIED
WARRANTIES WITH REGARD TO THE EQUIPMENT, MATERIALS AND SERVICES PROVIDED BY AVI, INCLUDING WITHOUT
LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT AND
TITLE.
11. Indemnification—AVI shall indemnify and hold harmless Customer against all damages, claims, liabilities, losses and other
expenses, including without limitation reasonable attorneys'fees and costs, (whether or not a lawsuit or other proceeding is
commenced),to the extent that the same is finally determined to be the result of(a)any negligent or willful misconduct of AVI , its
agents, or subcontractors, (b)AVI's failure to fully conform to any material law, ordinance, rule or regulation which affects the
Agreement,or(c)AVI's uncured material breach of this Agreement.
12. Remedies—Upon default as provided herein,AVI shall have all the rights and remedies of a secured party under the Idaho
commercial code and under any other applicable laws.Any requirements of reasonable notice by AVI to Customer,or to any guarantors
or sureties of Customer shall be met if such notice is mailed, postage prepaid,to the address of the party to be notified shown on the
first page of this Agreement(or to such other mailing address as that party later furnishes in writing to AVI)at least ten calendar days
before the time of the event or contemplated action by AVI set forth in said notice.The rights and remedies herein conferred upon AVI,
shall be cumulative and not alternative and shall be in addition to and not in substitution of or in derogation of rights and remedies
conferred by the Minnesota commercial code and other applicable laws.
13. Limitation of Remedies for Equipment—AVI's entire liability and the Customer's sole and exclusive remedy in all situations
involving performance or nonperformance of Equipment furnished under this Agreement,shall be the adjustment or repair of the
Equipment or replacement of its parts by AVI, or, at AVI option, replacement of the Equipment.
14. Limitation on Liability—EXCEPT IN CIRCUMSTANCES INVOLVING ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
THE TOTAL LIABILITY OF A AVI UNDER THIS AGREEMENT FOR ANY CAUSE SHALL NOT EXCEED(EITHER FOR ANY SINGLE
LOSS OR ALL LOSSES IN THE AGGREGATE) THE NET AMOUNT ACTUALLY PAID BY CUSTOMER TO AVI UNDER THIS
AGREEMENT DURING THE TWELVE (12)MONTH PERIOD PRIOR TO THE DATE ON WHICH AVI'S LIABILITY FOR THE FIRST
SUCH LOSS FIRST AROSE.
15. No Consequential Damages—AVI SHALL NOT HAVE ANY LIABILITY TO CUSTOMER OR TO ANY OTHER PERSON OR
ORGANIZATION FOR ANY INDIRECT, INCIDENTAL,CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF
ANY DESCRIPTION (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOSS OR INTERRUPTION OF BUSINESS),
WHETHER BASED ON CONTRACT, NEGLIGENCE,TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IRRESPECTIVE OF THE NUMBER OR NATURE OF CLAIMS.
Rev 08-15
AVI Systems, Inc.
9675 West 76`h Street,Suite 200
` Eden Prairie, MN 55344
Phone:(952)949-3700
16. Acceleration of Obligations and Default—Payment in full for all "Equipment,"which is defined as all goods identified in the section
of the Agreement with the same title,as well for any and all other amounts due to AVI shall be due within the terms of the Agreement.
Upon the occurrence of any event of default by Customer,AVI may, at its option,with or without notice, declare the whole unpaid
balance of any obligation secured by this Agreement immediately due and payable and may declare Customer to be in default under
this Agreement.
17. Choice of Law,Venue and Attorney's Fees—This Agreement shall be governed by the laws of the State of Idaho in the United
States of America without reference to or use of any conflicts of laws provisions therein. For the purpose of resolving conflicts related
to or arising out of this Agreement,the Parties expressly agree that venue shall be in the State of Idaho in the United States of America
only, and, in addition, the Parties hereby consent to the exclusive jurisdiction of the federal and state courts located in Ada County,
Idaho in the United States of America and waive any right to assert in any such proceeding that Customer is not subject to the
jurisdiction of such court or that the venue of such proceeding is improper or an inconvenient forum. The Parties specifically disclaim
application (i)of the United Nations Convention on the International Sale of Goods, 1980, and (ii)of Article 2 of the Uniform
Commercial Code as codified. In the event AVI must take action to enforce its rights under the Agreement, the court shall award AVI
the attorney's fees it incurred to enforce its rights under this Agreement.
18. General—Headings are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. The
Parties acknowledge and agree that the Agreement has been negotiated by the Parties and that each had the opportunity to consult
with its respective counsel, and shall be interpreted fairly in accordance with its terms and without any strict construction in favor of or
against either Party based on draftsmanship of the Agreement. This Agreement is not assignable by Customer without the prior written
consent of AVI.Any attempt by Customer to assign any of the rights,duties,or obligations of this Agreement without such consent is
void.AVI reserves the right to assign this Agreement to other parties in order to fulfill all warranties and obligations expressed herein, or
upon the sale of all or substantially all of AVI's assets or business. This Agreement can only be modified by a written agreement duly
signed by persons authorized to sign agreements on behalf of the Customer and of AVI, and variance from the terms and conditions of
the Agreement in any order or other written notification from the Customer will be of no effect. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.AVI is not responsible for any delay in, or failure to,fulfill its obligations under this
Agreement due to causes such as natural disaster,war, emergency conditions, labor strike, acts of terrorism,the substantial
inoperability of the Internet,the inability to obtain supplies, or any other reason or any other cause or condition beyond AVI's
reasonable control. Except as otherwise stated in the Agreement,AVI is not obliged to provide any services hereunder for Equipment
located outside the United States or Puerto Rico. Scheduled completion dates are subject to change based on material shortages
caused by shortages in cable and materials that are industry wide.
19. Confidentiality—The term"Confidential Information"shall mean the inventions,trade secrets, computer software in both object and
source code, algorithms, documentation, know how,technology, ideas,and all other business, customer,technical, and financial
information owned by AVI or the Customer,which is designated as confidential, or communicated in such a manner or under such
circumstances as would reasonably enable a person or organization to ascertain its confidential nature. The provisions of this Section
shall not have application to any information that(i)becomes lawfully available to the public; (ii)is received without restriction from
another person or organization lawfully in possession of such information; (iii)was rightfully in the possession of a party without
restriction prior to its disclosure; or(iv)is independently developed by a party or its employees or agents without access to the other
party's similar information.
20. Nonsolicitation—To the extent permitted by applicable law, during the term of this Agreement and for a period of one(1)year after
the termination this Agreement, each Party agrees that it shall not knowingly solicit or attempt to solicit any of the other Party's
executive employees or employees who are key to such Party's performance of its obligations under this Agreement("Covered
Employees"). Notwithstanding the foregoing, nothing herein shall prevent either Party from hiring as an employee any person who
responds to an advertisement for employment placed in the ordinary course of business by that Party and/or who initiates contact with
that party without any direct solicitation of that person by that Party or its agents.
Rev 08-15
AVI Systems, Inc.
9675 West 76`h Street,Suite 200
` Eden Prairie, MN 55344
Phone:(952)949-3700
21. Price Quotations and Time to Install—AVI often integrates systems at the end of a construction project. The price quoted
contemplates that AVI shall have access to the location for the time shown for AVI to complete its work after the work of all other
contractors is substantially complete which means, generally, all other trades are no longer generating dust in the location, and final
carpeting/flooring is installed (the"Prepared Area"). Failure to give AVI access to the Prepared Area for the amount of time shown for
the integration may result in increased integration costs,typically in a manner proportionate to the reduction of time given to AVI to
complete its work compared to the original schedule.
22. Price Quotations—Unless otherwise specified, all prices quoted reflect a discount for a cash payment(i.e., check,wire transfer)
made by Customer in full within the terms of each invoice. Payment in other forms, including credit card, p-card,or other non-cash
payments shall be subject to a convenience above the cash price. Please speak to your AVI representative if you have any questions
in this regard.
Rev 08-15