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Contract 50639-R1
CITY SECRETARY Audiovisual Solutions Proposal For CONTRACT IVO. City of Fort Worth 280917-2 Jupiter Warranty 2018-2019 1 Or � s AV1443;>SPL AVI SPL } Audio Visual Innovations,Inc.-A wholly owned subsidiary of AVI-SPL,Inc. 6301 Benjamin Road Suite 101 9 Tampa,FL 33634 (813)884-7168 az 20 Fax:(813)882-9508 Q9�9� www.avispi.com c' Y Prepared By: Brian Miller HIV Via " Brian.Miller@avispl.com Pr • 280917-2 OFFICIAL RECORD AVI-SPL nc. Proposa #:280917-2 CITY 51CRVARY 1 Page FT.WORTNI TX Audio Visual Innovations.Inc..a wholly owned subsidiary of AV C** SPL`' Executive Summary AVI-SPL is pleased to present you with the following audiovisual solutions proposal for your project. At AVI-SPL,we are experts in applying the industry's most advanced audiovisual technologies.We translate this expertise into value for our clients through highly-customized systems integration solutions,equipment sales and services.We are proud to serve as the industry's largest global integrator,delivering comprehensive AV technology,presentation and collaboration solutions worldwide. With nearly 40 offices nationwide,as well as international locations in Canada,United Kingdom and Dubai,AVI-SPL's Systems Integration Division is the largest and best trained in the industry,providing custom design and installation services for meeting rooms,boardrooms and collaboration spaces,network operation centers,government commission chambers,computer classrooms and distance learning facilities. We also provide incredible audiovisual enhancements to venues such as sports stadiums,casinos,theme parks,museums and houses of worship. Our portfolio also includes more than 40 professional sports stadiums and arena installations. As part of our many levels of differentiation when compared to our competitors,large and small,is AVI-SPL's commitment to the professional development of our engineering technical staff. We accomplish this by holding our staff accountable to the highest quality solutions delivery standards that we reinforce through ongoing and consistent training. In addition,we have established an open feedback loop with our customers and partners to continuously assess and identify the best technology and solutions. We have applied this experience and expertise to build this custom proposal. This proposal document is based on our understanding of your specific needs and business objectives and includes a summary of the solution elements,installation requirements,investment summary and terms and conditions. We would like to thank you for considering AVI-SPL for your project. Audio Visual Innovations Inc.and Signal Perfection Ltd are wholly owned subsidiaries of AVI-SPL,Inc. This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AVI-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. ®Copyright AVI-SPL.All Rights Reserved AVI-SPL,Inc. Proposal#:280917-2 2 1 Page Audio Visual Innovations,Inc.,a wholly owned subsidiary of AVIA408>5K The AVI-SPL Process AVI-SPL has developed a comprehensive integration process designed to meet our customer expectations. Our process begins with system design and carries through to post-installation training to ensure technology adoption. Our goal at AVI-SPL is to work with you every step of the way to ensure that your project is completed within scope,on schedule and within budget. Proposal and Systems Design AVI-SPL will conduct an initial detailed consultation and needs analysis with key customer stakeholders to gain a thorough understanding of needs,objectives and success criteria. This information is used to develop a proposed system solution for acceptance. This step provides Account Management and applicable Engineering Design support the ability to design a technically sound and functional solution where we will: • Verify initial design concepts through examination of the desired capabilities,architectural and environmental considerations. • Define scope of work criteria. • Select the appropriate equipment,hardware and software to allow system design performance. • Provide any value engineering and performance enhancement recommendations. The result of the proposal and systems design phase is a system designed specifically to meet the requirements that are unique to your application. AVI-SPL Project Delivery Process Flow Upon award,the project is turned over to the AVI-SPL Project Integration Team. This phase is critical in ensuring a seamless integration of the specified system. During project delivery,the AVI-SPL System Integration(SIG)Operations Workflow contains distinct process steps start to finish upon award as noted below. During project delivery AVI-SPL will(as applicable to the specific proiect): • Complete internal and external kick off requirements to review: o Scope of Work and Design o Contract Parameters,including Terms and Conditions o Stakeholder Reporting and Communication o Schedule(including all WBS project tasks and timelines) o Submittal requirements o Procurement Plan o Risk Identifiers o Site Safety and Security o Change Management Procedures o Acceptance Test Plan Parameters • Create all final construction/field coordination requirements including: o Floor,reflected ceiling,riser diagrams and furniture requirements. o AV Design drawings including audio/video/control signal flow and equipment rack elevations. • Provide a user interface design requiring client sign off;this is a critical project success factor without it additional charges may apply. • Create the source code for the system based on the design as agreed upon. • Test and Commission AV systems in AVI-SPL shop,based upon acceptance test plan parameters. Audio Visual Innovations Inc.and Signal Perfection Ltd are wholly owned subsidiaries of AVI-SPL,Inc. This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AV]-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. 0 Copyright AVI-SPL.All Rights Reserved Audio Visual Innovations,Inc.,a wholly owned subsidiary of AV14438>SPL • Complete all field installation of cable and equipment,based on project scope and schedule requirements. • Test and Commission the completed system in the field,based upon acceptance test plan parameters. • Document and address any punch list items,upon client inspection,following final commissioning. • Demonstrate full operation of the system to the Customer and train the Customer support staff on the proper use,care and basic troubleshooting of the systems provided. • Provide final close out(as-built)documentation including: o As-Built Drawings o Final Acceptance Test Plan Document o Programming Source Code o Project Serial Numbers and Equipment information • Acquire the applicable sign off on system for final invoicing and start of the applicable service term. During project delivery the Customer will: • Adhere to any client required tasks/milestones as noted in the agreed to project schedule. • Coordinate with AVI-SPL regarding any network requirements and information. • Provide any and all the Customer logos and specific color requirements for the control system user interface. • Sign-off on the user interface design. • Upon completion of the system installation and testing, inspect the system and provide conditional and/or final acceptance of the system,based upon the agreed upon scope of work. • Provide final sign off of the system upon completion. Project Coordination and Site Installation: AVI-SPL will designate a Project Manager, who will be the main contact for directing and managing all project coordination with all project stakeholders;both externally and internal to the AVI-SPL project team. The AVI-SPL Project Manager is responsible for attending project calls/meetings for the project duration and consistent communication. AVI- SPL is committed to keeping you informed from the beginning to the end of your project.Initial communication will include contact information and organization of the AVI-SPL team that will be working with you. Shortly thereafter,you will begin receiving project status reports from the technical project team member responsible for routine contact throughout the entire project. The onsite installation effort is coordinated by the Project Manager and Lead Installer.The Lead Installer will be on site directing the installation teams.Prior to delivery and installation of pre-assembled systems,AVI-SPL will field verify conformance of installed cabling and other conditions necessary to assure efficient integration of systems and devices.The Project Manager will determine the correct resources required for the specific installation tasks.In cases where AVI-SPL will utilize vetted and approved subcontractors on the project,the Project Manager and Lead Install provides proper supervision to ensure policies and procedures are being adhered to. All installation work is thoroughly checked prior to 'turn on'. Errors or problems are corrected as detected and all equipment is adjusted for optimal performance in accord with the project specifications. By adhering to strict engineering policies and standards,the final punch list for projects of this type is typically limited to just a few items. Adherence to our quality assurance program. * Installation of fully tested and"burned in"electronic hardware. * Termination into fully tested and verified cabling and far end connections. Audio visual Innovations Inc.and Signal Perfection Ltd are wholly owned subsidiaries of AVI-SPL,Inc. This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AV[-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. m Copyright AVI-SPL.All Rights Reserved Audio Visuai innovations,Inc,a wholly owned subsidiary at AV1 A9U*SPL" Correcting site specific problems as they are detected. The Customer shall provide an environment that is'clean and ready'to receive the equipment and services described herein.The environment shall be secure and free of dust,debris and conditions that might prove detrimental to the equipment provided or personnel on site. Customer required or provided items(Owner Furnished Equipment-"OFE")and client required scope are detailed in this proposal. Any charges for return trips required of AVI-SPL based on insufficient or incomplete client milestones/deliverables will be the responsibility of the Customer. The Customer must provide an internal IT contact to assist with any network coordination where required. Change Management The AVI-SPL change management process provides a mechanism for changes to the agreed upon scope of work of the project. Change requests can be initiated by authorized client requestors to the Project Manager of record at any time. Unless otherwise indicated,the AVI-SPL Change Management Process includes the following stages: • Client requests a specific change • AVI-SPL reviews change request compared to approved Scope of Work for potential impact of: o Budget o Schedule/Time o Programming/Function • AVI-SPL provides written change order response/proposal • Client executes approval of proposed change order o A formal change to contract/purchase order(if applicable)required. • AVI-SPL proceeds with applicable performance requirements of change order (equipment order, resource time and appropriate scheduling) All change requests must be made in writing or discussed with the Project Manager of record by the Customer(or client representative with authority to approve changes of agreed upon scope of work)for review and impact considerations. Written authorization to proceed,which may include formal changes to the contract or purchase order, must be provided to AVI-SPL prior to the release of any resources,time or equipment acquisition for a requested change order. Project Managers may also leverage the change management process to notify the Customer of necessary change in system components or design if required. Training, System Turnover and Project Completion An integral part of the delivered system is user training. AVI-SPL is committed to providing you with clear and concise instructions on the use of each system.Training and associated documentation will provide operational and maintenance personnel with information to support the daily use of the system.This training will consist of demonstration,instruction and hands-on experience with each system. System Turnover will occur when all user training has been completed and the users have obtained beneficial use of the systems. At this point, AVI-SPL will request client sign off on the provided systems. Conditional Proiect Sign-Off will apply if outstanding punch list items exist. AVI- SPL will set forth a plan to address these items accordingly. Project Completion will occur when all outstanding punch list items are complete and all As-Built documentation has been provided to the Customer in the decided upon delivery method including; Project drawings,functional system diagrams,applicable equipment lists, back up control system and DSP code. At this time,Final Proiect Sign-Off will be requested. Audio Visual Innovations Inc.and Signal Perfection Ltd are wholly owned subsidiaries of AVI-SPL,Inc. This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AVI-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. ©Copyright AVI-SPL.All Rights Reserved Audio Visual Inramone,Inc.,a wholly owned subsidiary of AVIACUOSPL Customer Care Services AV[-SPL's Customer Care Service Programs help Customers achieve maximum return-on-investment for installed collaboration technology investments. With the industry's largest technical help desk,flexible service levels,global field support,and more than thirty years'experience with over 700 manufacturer technologies—AVI-SPL has a support solution to meet a variety of needs and budgets. AVI-SPL illustrates its commitment to service excellence by delivering its support in accordance with ITIL best practices, managing formal customer satisfaction programs,articulating and measuring performance to defined service objectives,and committing to continuous service improvement. Customer Care Service Programs offer unlimited access to the AVI-SPL Help Desk. Whether engaging with an end user of the technology or a collaborations systems administrator,the Help Desk personnel are trained to provide the appropriate experience. AVI-SPL understands that support needs vary by technology,location,or even room. Customer Care support options can be tailored to fit these specific needs. The following table summarizes AVI-SPL's primary offers: Customer Care Support Features Office T&M Only Preferred � q Warranty +• + 247 Global Help Desk Support Billable Web Portal Access ✓ Service Level Guarantee(see SLA by type) None None ✓ Billable at Billable at reduced Onsite Tech Dispatch Included as non-contract contract rates required rates Assigned Service Management Not available Not available Not Available Not Available Available Terms 90 Days None 1 or 3 year 1 or 3 year 1 In Manufacturer Warranty Support ✓ ✓ Out of Manufacturer Warranty Support Billable Billable Billable Billable Billable Consumables Replacement Billable Billable Billable Billable Billable Table 1:Advanced parts replacement and warranty repair subject to manufacturers policies and programs 90-Day Office Warranty All projects performed by AVI-SPL are provided a standard 90-day warranty on all workmanship from date of project completion.90-Day Office Warranties cover any defects in the installation or craftsmanship portion of a professional audio visual(ProAV)integration project. Details of 90-Day Office Warranties include: • Warranty Parts Repair/Replacement:Some equipment may be repairable or replaced under the manufacturer's Warranty policy.The local AVI-SPL office responsible for the project will assist the customer to arrange return of the defective equipment to the manufacturerfor service/replacement.Components and materials carry the manufacturer's warranty • On-site Service/Response: An AVI-SPL service technician will be scheduled to be dispatched from the local AVI-SPL office to the Customer location once a problem has been reported to the AVI-SPL Help Desk orto the local AVI-SPL office responsible forthe project. • On-site&Remote(phone)Support is covered during normal business Hrs.(M-F,8A-5P,excluding holidays) • 90-Day Office Warranties are maintained by the local AVI-SPL office Audio visual Innovations Inc.and Signal Perfection Ltd are wholly owned subsidiaries of AV[-SPL,Inc. This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AVI-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. ®Copyright AVI-SPL All Rights Reserved AVI-SPL,I„ Proposal#:280917-- 6 Page Audio Visual Innovations,Inc,a wholly owned subsidiary of AVIASPL- Time&Materials Only—Upon the expiration of the 90-Day Office Warranty,remote technical phone support services and web portal access are still available but do not include a service level guarantee. If escalated to a remote specialist for advanced support,additional non-contract specialist support hourly time and materials charges apply.Any required onsite technical dispatch will be billed at standard non-contract time and materials rates.Out of manufacturer warranty support and consumables replacement are subject to additional billing. Customer Care Preferred—Provides remote technical phone support services,facilitation of manufacturer repair or replacement programs, and access to manufacturer published software updates and upgrades for covered assets. Also includes access to an online portal for incident reporting and annual business reviews. Remote technical phone support services are available 24x7x365. Onsite Field Technician dispatch services are optional and billable. Customer Care Preferred Onsite—In addition to all items covered in Preferred,also includes Onsite Field Technician dispatch services available Monday through Friday from 8 AM to 5 PM local standard time excluding AV[-SPL published holidays. Customer Care Exclusive Onsite—In addition to all items covered in Preferred Onsite,Exclusive On-site provides advanced support services for all covered assets including assigned Customer Service Manager,direct access to Tier 11 phone support services, proactive version control, configuration change management support, equipment re-location support, advanced account reporting, trend analysis, quarterly account reviews and up to two(2)hours of remote device administrator training for covered assets. Requires all covered assets be covered at as part of the Customer Care Exclusive program. The Support Process To ensure your need for assistance is resolved as quickly as possible,we follow a process that tracks calls and guides them through steps that lead to a successful resolution.Below is our three-tier process: Tier I Help Desk Log Call&Identify Coverage Level Tier 2 Help Desk • Check equipment for status/errors Perform diagnostics Perform root cause diagnostic _ + • Adjust settings as required Attempt Remote Repair Escalate to Manufacturer • Escalate to Tier 2 if required Order replacement components(if Work with Manufacturer applicable) • Schedule parts delivery Implement Fix • Dispatch Technician Close Case — _ Escalate to Level 3 if required AVI-SPL will provide an Average Speed of Answer(ASA) of 60 seconds for support calls and will respond to email or web portal-originated service requests within four(4)hours Monday through Friday,8 AM to 5 PM local standard time excluding AVI-SPL published holidays. When applicable,AVI-SPL will provide a two business day onsite response following the Help Desk's determination that a dispatch is required for incident remediation. All onsite activity will be scheduled Monday through Friday,8 AM to 5 PM local standard time excluding AV[-SPL published holidays. Audio Visual Innovations Inc.and Signal Perfection Ltd are wholly owned subsidiaries of AVI-SPL,Inc. This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AVI-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AV-SPL 0 Copyright AVI-SPL All Rights Reserved Audio Visual Innovations,Inc.,a wholly owned subsidiary of AV149U*SPL Optional Services Preventative Maintenance Visits As a complementary option to its primary offers, Preventative Maintenance Visits offer the comfort of knowing installed technology is professionally maintained to ensure equipment runs as smoothly and effectively as when it was first installed. Preventative Maintenance Visits include onsite field technicians to perform regular testing, cleaning and configuration validation based on a best practice preventative care regiment keeping systems in optimal operating condition. Visits can be scheduled on a Quarterly,Bi-Annual,or Annual basis with scheduling flexibility on a room-by-room basis. All preventative maintenance visits are coordinated with local contacts to ensure maintenance activity does not interfere with scheduled use of the space. Each visit includes a standard preventative maintenance checklist, documentation of completion and recommendations where field technicians observe opportunity to enhance reliability,features,security orensure configuration standards compliance. Third Party Call Consolidation Services Third Party Call Consolidation Services are an optional add-on service. This service provides consolidated remote technical phone support services,third-party incident management and ticketing services for covered assets. Third party contract information and/or Letter of Agency are required to enable AVI-SPL to act on Customer's behalf. Audio Visual Innovations Inc.and Signal Perfection Ltd are wholly owned subsidiaries of AVI-SPL,Inc. This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AVI-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AV[-SPL. 0 Copyright AV[-SPL.All Rights Reserved Audio Visual Innovations,Inc.,a wholly owned suosidian of AVI,Cs SPL`) Investment Summary Prepared For: Camlllia Ryan Prepared By: Brian Miller City of Fort Worth Date Prepared:02/26/2018 3401 W Lancaster Ave Fort Worth,TX 76107-3045 Proposal#: 280917-2 Valid Until: 04/28/2018 Total Equipment Cost $0.00 Includes cable,connectors,hardware,switches,relays,terminal blocks,panels,etc.,to ensure a complete and operational system Professional Integration Services $0.00 Includes:Engineering,project management,CAD,on-site installation and wiring,coordination and supervision,testing,checkout,owner training,etc.performed on the Owner's premises. Also includes all fabrication,modification,assembly,rack wiring,programming,warranties,etc.,some performed at AVI-SPL Direct Costs $0.00 Includes:Non equipment or labor costs such as travel expenses,per diem,lift and vehicle rentals. General&Administrative $0.00 Includes all G&A expenses:bonds,vehicle mileage,shipping&insurance Maintenance Services $24,040.00 Includes room maintenance services and/or customer care hardware and software maintenance services as described in"Room Summary". Subtotal $24,040.00 Tax Exempt(*) Total $24,040.00 ' 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 Audio Visual Innovations. 4(tut � Signe Printed Date Audio Visual Innovations Inc. and Signal Perfection Ltd are wholly owned subsidiaries of AV[-SPL, Inc.This Entire Document and all information (including drawings,specifications and designs)presented by any subsidiary are the property of AVI-SPL Inc.Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of anuth ri ed re res ttive of AVI-SPL. ©Copyright AVI-SPL.All Rights Reserved OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Audio Visual Innovations,hm,a wholly owned aftdiarY of AVIASPL Room Summary Prepared For: 9"la Ryan Prepared By: Brian Miller City of Fort Worth Date Prepared:02/26/2018 3401 W Lancaster Ave Fort Worth,TX 76107-3045 Proposal#:280917-2 Room Name: 2018-2019 Jupiter Warranty Valid Until:04/28/2018 Equipment List Mfg Model IDescriptim Qty Unit Price Extended Prke Total $0.00 Room Maintenance Services Price $0.00 Hardware& Software Maintenance Services Mfg Model Description Qty Unit Price Extended Price Jupiter (2)FC4000(1)FC1000 S/N FC4000-1762,1763:FC1000-1246 Dates 1 $24,040.00 $24,040.00 2/1/18-1/31/2019 Total $24,040.00 Equipment Total $0.00 Installation Materials $0.00 Professional Services $0.00 Direct Costs $0.00 General&Administrative $0.00 Maintenance Services $24,040.00 Subtotal $24,040.00 Tax Exempt Total $24,040.00 Purchase orders should be addressed to Audio Visual Innovations. Audio Visual Innovations Inc. and Signal Perfection Ltd are wholly owned subsidiaries of AVI-SPL, Inc. This Entire Document and all information (including drawings,specifications and designs) presented by any subsidiary are the property of AVI-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. ©Copyright AVI-SPL.All Rights Reserved Audio Visual Innovations,Inc.,a wholly owned subsidiary of AV1440;>SPLL') Integration Inclusions& Exclusions Inclusions The following items are INCLUDED in this proposal unless specifically noted otherwise within this proposal document or scope of work statement: • All equipment,wire and accessories required for a fully functional audio/visual system per the agreed upon scope of work. • Non-union labor associated with audio/visual system engineering,installation,programming and testing. • Documentation package including complete as-built AV system diagrams and manufacturer's operation manuals. • Coordination and cooperation with the construction team in 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 work forces to have the audiovisual system rough-in work completed as anticipated and previously confirmed,will be added to the project billing as required. Where applicable,the owner's architect will provide AVI-SPL's engineering department with all required architectural floor, reflected ceiling, building elevation,and section plans in AutoCAD®format at no charge to AVI-SPL. Exclusions The following items are EXCLUDED from this proposal unless specifically identified otherwise within this proposal document or scope of work statement. • All conduits,high voltage wiring panels,breakers,relays,boxes,receptacles,etc.Any related electrical work including 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 • 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. • Warranty or Customer Care service coverage for Owner furnished equipment or equipment furnished by others. • Additional or specific manufacturer's"User Adoption"training. • Additional costs for union labor. Audio Visual Innovations Inc.and Signal Perfection Ltd are wholly owned subsidiaries of AVI-SPL,Inc. This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AV-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. ®Copyright AVI-SPL.All Rights Reserved AVI-SPL, nc. Proposal#:280917-2 111 Page , Audio Visual Innovations.Inc.a wholly owned subsidiary of AV SPL` General Terms and Conditions 1.Applicability of Terms such delayed performance by the Company. The Buyer's receipt of the Products These General Terms and Conditions, including any addenda attached hereto, shall constitute a waiver of any claims for delay. together with the Customer Care Service Agreement("Service Agreement")and 4. Payment Terms Software License Agreement ("Software License") attached hereto and incorporated herein by this reference(collectively,the"Terms and Conditions")are 50%Unless otherwise specified herein,the total contract price shall be paid as follows: the only terms which govern the sale of the equipment and any related software completion down payment at time of order,payable upon delivery a Company; e. upon ("Products")and services("Services")contained in the accompanying audiovisual completion a first beneficial use,payable net 30 from receipt all invoice. Unless solutions proposal (the "Proposal") by Audio Visual Innovations, Inc./Signal otherwise specified,Products are sold F.O.B.origin-euyerto pay all shipping charges. Perfection,Ltd.("Company")to Buyer. 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 Terms and Conditions and the Proposal (collectively, the "Agreement") the face hereof each room,suite,or location shall be treated as if the subject of a comprise the entire agreement between the parties,and supersede all prior or separate sale and payment made accordingly. Company shall not be liable for contemporaneous understandings,agreements,negotiations,representations and failures of or delays in manufacture,delivery or installation resulting from any cause warranties,and communications,both written and oral.In the event of a conflict or causes beyond its reasonable control. between these General Terms and Conditions and the Service Agreement,the Service Agreement shall prevail.In the event of a conflict between these General S.Buyer In Arrears Or Default Terms and Conditions and an addendum attached hereto, the addendum shall In the event Buyer is in arrears with any payment whatsoever due from it to the prevail. In the event of a conflict between these General Terms and Conditions and Company at any time whatever,whether in respect of the purchase price or any any of the other documents constituting the Agreement,these General Terms and other amount due from the Buyer to the Company under the terms of this Conditions shall prevail unless expressly provided otherwise herein. Agreement,the amount in arrears shall bear interest at three(3)percent above the Notwithstanding anything herein to the contrary,if a master services agreement prime rate prevailing at the principal New York branch of Chase Manhattan Bank as signed by both parties is in effect covering the sale of the Products and Services from the date each amount falls due, pending actual payment thereof in full, covered hereby,the terms and conditions of said agreement shall prevail to the without prejudice to any relief and remedy available to the Company.In the event extent they are inconsistent with these Terms and Conditions. of Buyer's default,the Company may,without notice,peaceably enter any premises 2.Acceptance of Terms in which the Products are located and remove,hold and sell them in accordance with applicable law,to satisfy in whole or in part Buyer's obligations. This Agreement shall not be binding upon the Company until signed by the Buyer and accepted in writing by a duly authorized representative of the Company.Any 6.Title,Risk of Loss modification,addition to,or waiver of any of this Agreement shall not be effective Title to the Products shall pass to Buyer upon delivery,subject to the Software unless in writing and signed by an authorized representative of the Company,and License (if applicable) and a purchase money security interest retained by the any different or conflicting terms appearing in Buyer's purchase order or other Company in the Products sold and the proceeds thereof until payment of all documents are expressly rejected by Company. Buyers receipt of the amounts then due to the Company. The Company shall be entitled to remove the Products/Services shall constitute assent to this Agreement. No relaxation, Products from the Buyer's premises if all payments are not made when due. Buyer forbearance or indulgence by the Company in enforcing any of the terms and agrees to cooperate with Company in the execution and filing of financing conditions of this Agreement or the granting of any time to any other party shall statements under the Uniform Commercial Code or other documents as the prejudice or restrict the rights and powers of the Company hereunder,nor shall Company requests to protect its security interest. Risk of loss or damage to the waiver of any breach hereof operate as a waiver of any subsequent or continuing Products or any part thereof shall pass to the Buyer upon delivery. breach hereof. 7.Installation&Site Preparation 3. Delivery Installation(field assembly,interconnection,equipment calibration and checkout) The Company will use its best efforts to deliver the Products in accordance with the is to be performed by the Company's trained technical employees. The Company Buyer requested delivery date subject to receipt of all necessary information from shall be entitled to employ sub-contractors and/or agents to assist in or carry out, Buyer. Shipping dates are approximate only,and the Company shall not be liable in whole or in part,the installation. In the event installation by Company employees for delays or for failure to manufacture due to causes beyond its reasonable control is prevented by trade unions,the Buyer shall arrange with the trade unions at its or due to compliance with any government regulations. own expense to complete installation. The Company is thereafter liable only for Any delay shall extend delivery dates to the extent caused thereby. Buyer shall engineering supervision of installation. reimburse the Company its additional expenses resulting from any Buyer-caused The Company shall coordinate and cooperate with other trades to facilitate delay.When delivery of the Products is delayed at the request of the Buyer and the satisfactory work progress. If the Company's work in progress is impeded by other Products have already been shipped to the Company,the Company will place the trades and/or contractors(excluding the Company's own subcontractors)or by Products in storage and the Company will immediately invoice the Buyer 70%ofthe scheduling delays due to the Buyer,time delays in the final installation as well as price,which will be promptly paid.The Buyer shall have no right to cancel or rescind additional charges including labor,travel and reasonable expenses may result. this Agreement by reason of an excusable delay as defined herein,and shall accept Audio Visual Innovations Inc.and Signal Perfection Ltd are wholly owned subsidiaries of AVI-SPL,Inc. This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AVI-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. ®Copyright AVI-SPL All Rights Reserved AVI-SPL, nc. Proposal#:280917-2 12 1 P a g e Audio Visual Innovations,Inc..a >holly owned subsidiary of AVI<*w SPL' The Buyer shall be responsible for preparing,at its own expense,the installation site The Company's sole obligation with respect to any material or part identified in the in accordance with the Company's instructions, including the requirements Proposal,literature,or specifications furnished to the Buyer as manufactured or specified in the Proposal. In no event shall the Company be responsible for any high supplied by others,shall be to pass on to the Buyer the applicable manufacturer's voltage electrical work, ceiling modifications, structural modifications, or warranties,if any. mechanical systems modifications.Unless otherwise specified,Buyer shall provide the Company with source code for any non-Company programmed remote control 11.Buyer Responsibilities system required to be modified under the terms of this Agreement. Buyer or any user of the Products shall(i)notify the Company as soon as any unusual 8.Installation&Site Preparation(Continued) operating peculiarity appears,and(ii)operate the Products in a safe and competent manner in strict compliance with established safety operating procedures and The Buyer shall provide the Company with reasonable access to the installation site applicable laws and government regulations. In the event the Buyer or any user of before delivery,for purposes of determining site readiness for installation,and shall the Products fails to comply with any of the above-stated conditions,the Company's designate an individual on Buyer's staff to serve as a contact person for all site warranties and its obligations hereunder shall terminate without notice to Buyer. preparation and installation issues. Buyer shall provide the Company with free access to the installation site for the purpose of preparation for installation. The 12.Limitation Of Liability Buyer shall indemnify the Company against any loss,damage or claim arising out of The foregoing warranties are exclusive and in lieu of all other warranties,whether the condition of the storage and installation premises. written or oral,implied or statutory. No implied warranty of merchantability or Buyer shall obtain at its expense and keep effective all permissions,licenses,and fitness for a particular purpose shall apply;in no event will the Company be liable permits whenever required in connection with the installation and/or use of the for any damages,otherthan the allocable charges paid by the Buyerforthe Products, Products and the premises where the Products shall be situated. whether direct, indirect, special, incidental or consequential, arising from any warranty claims. 9a.Warranty 13.Taxes In the event the Products are in any way misused or altered or repaired by someone other than a representative of the Company,which within the sole judgment of the Any and all taxes levied or based the prices y taxes based on net income, this Agreement, or the Company results in an adverse effect, including effects upon performance or Products/Services being sold hereunderr,,exclusive of any reliability of the Products,the warranty and the Company's obligations hereunder shall be added to the selling prices set forth in the Proposal;otherwise,the Buyer shall terminate without notice to Buyer. shall provide the Company with a tax exempt certificate acceptable to the taxing authorities. 9b.Warranty Service 14.Choice Of Law And Severability Unless Buyer has purchased a Service Program(as defined in the Customer Care Agreement) This Agreement shall be interpreted in accordance with and governed in all respects Service A g ) providing for a longer period of warranty coverage, each installation/system carries a standard ninety-day warranty covering defects in the by the laws of the State of Florida without giving effect to its conflict of law rules. nt installation portion of the sale.Components and materials carry the manufacturer's Venue shall v Hillsborough County,Florida.Should any provision of this jurisdiction or by warranty as described below,which may be greater than the ninety-day period be found invalid p unenforceable by a court of competent jurisdiction vi by listed above. The Company will attempt to reply to warranty service requests operation of any applicable law,it shall not affect the validity of any other provision received from Buyer prior to 1:00 attempt within forty-eight hours. In the event service contained herein. In the event of litigation relating to the subject matter of this is provided outside of normal working hours,Buyer will be charged for any overtime Agreement,the non-prevailing party shall reimburse the prevailing party for all hours in accordance with the Company's then-standard policy on overtime rates. reasonable attorney fees and costs resulting therefrom. Normal working hours are 9 a.m.to 5 p.m.,Monday through Friday,excluding legal 15.Restocking Fees holidays. In the event Buyer wishes to return any Products based on reasons outside of the 10.Limitations Of Warranty—Products Of Others Company's control,Buyer agrees to pay any and all restocking fees. Unless otherwise specified,no warranty whatsoever is provided by the Company 16.General hereunder as to Products manufactured by anyone other than the Company, including but not limited to,cables,lamps,batteries, glassware, and evacuated The Proposal shall be firm for the period shown on the face hereof,subject to devices(including valve,cathode ray tubes,and other special electron tubes). withdrawal or change by the Company upon notice at any time prior to acceptance of an order. Buyer Acceptance of General Te ?g—nd Conditions 4" G,--1 C�.6 C � R Signed Name Client \(tit/6 LI"'ll A i A(A--�A Printed Name Date Audio Visual Innovations Inc.and Signal Perfection Ltd are wholly owned subsidiaries of AVI-SPL,Inc. This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AVI-SPL Inc. Proprietary information Provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed N diselasedsole written permission of an authorized representative of AVI-SPL O Copyright AVI-SPL All Rights Reserved AV-SPL,Inc. APPROVED AS TO FORM AND LEGALI WFICIAL R RCrt+l1K/�p� CITY SECRETARY CI 0 NEY �nhn A. — .WORTH,TX Audio Visual Innovations,Inc.,a wholly owned subsidiary of AVIA SPL' Customer Care Service Agreement 1. Applicability of this Service Agreement. This Service Agreement together with the General Terms and Conditions and,if applicable,the Software License set forth the terms and conditions pursuant to which Audio Visual Innovations,Inc./Signal Perfection,Ltd.("AVI-SPL")will provide Services and related Products to its end user customers("Customer", "You"or"Your')based upon such Service Programs which Customer has purchased from AVI-SPL. This Service Agreement applies to the Services being provided under a Service Program. By submitting a purchase order for Services provided under a Service Program to AVI-SPL,Customer agrees to be bound by this Service Agreement. Unless otherwise agreed in writing by AVI-SPL,no other terms and conditions endorsed upon,delivered with or contained in an end users purchase order,or in any other similar document,will amend,or vary the provisions of this Service Agreement. 2. Definitions. In this Service Agreement,the following terms shall have the following meanings.All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the General Terms and Conditions. 2.1. "Products"means equipment and software generally made available in the marketplace. 2.2. "Manufacturer"means an entity that produces equipment and/or Software. 2.3. "Services"means the AVI-SPL branded services provided under a relevant Service Program. 2.4. "Service Program"means those pre-packaged service programs as described in Section 3 of this Service Agreement. 2.5. "Software"means programs or applications developed,installed or released by the manufacturer or third party integrator to control the function of a device,feature or function. 2.6. "Software Options"means optional functionality or features of Software that may be selected at the time of purchase or at a later time,and for which AVI-SPL or Manufacturer charges separately. 2.7. "Update"means Software for which AVI-SPL or the Manufacturer has provided fixes or minor revisions to correct errors or defects in the existing operation of the Software in accordance with the published Product specifications, and which is limited to those updates that AVI-SPL or Manufacturer generally provides to its support Services customers at no charge.Updates do not include Upgrades or Software Options. 2.8. "Upgrade"means new releases of the Software which contains enhancements improving the functionality or capabilities of the Software,which AVI-SPL or Manufacturer may make available to its support Services customers.Upgrades do not include Software Options. 3. Covered Services. • Customer Care Preferred-provides remote technical phone support services,facilitation of manufacturer repair or replacement programs,and access to manufacturer published software updates and upgrades for covered assets Also includes access to an online portal for incident reporting and annual business reviews. Remote technical phone support services are available 7x24. • Customer Care Preferred Onsite-provides remote technical phone support services,facilitation of manufacturer repair or replacement programs with onsite Field Technician dispatch,and access to manufacturer published software updates and upgrades for covered assets Also includes access to an online portal for incident reporting and annual business reviews. Remote technical phone support services are available 7x24.Onsite Field Technician dispatch are available Monday through Friday from 8 AM to 5 PM local standard time excluding AVI-SPL published holidays. Audio Visual Innovations Inc.and Signal Perfection Ltd are wholly owned subsidiaries of AVI-SPL,Inc. This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AVI-SPL Inc Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AV[-SPL ®Copyright AVI-SPL All Rights Reserved AVI-SPL,Inc. Proposal#:280917-2 14 1 Page Audio Visual Innovations,Inc a wholly owned subsidiary of AV1C** -SPL • Customer Care Exclusive Onsite—provides advanced support services for all covered assets including 7x24 remote technical phone support services, assigned Customer Service Manager,direct access to Tier II phone support services,proactive version control,configuration change management support,equipment re-location support,advanced account reporting,trend analysis,quarterly account reviews and up to two(2)hours of remote device administrator training for covered assets. Requires all covered assets be covered at as part of the Customer Care Exclusive program. Underlying Maintenance support may vary in Service Level by location.Onsite Field Technician dispatch are available Monday through Friday from 8 AM to 5 PM local standard time excluding AVI-SPL published holidays. • First Call Consolidation Services—provides consolidated remote technical phone support services,third-party incident management and ticketing services for covered assets. Third party contract information and/or Letter of Agency are required to enable AW-SPL to act on Customer's behalf. • Preventative Maintenance-provides scheduled onsite Field Technicians to perform operational health testing of covered assets,routine maintenance tasks such as cleaning,alignment adjustments,log reviews,and remediation of identified problems. Consumables such as filters,bulbs and batteries will be replaced and chargeable at additional fee. Preventative Maintenance visits are scheduled Monday through Friday from 8 AM to 5 PM local standard time excluding AVI-SPL published holidays according to the following schedule based on the number of Preventative Maintenance visits elected: • Quantity 4—Quarterly visits—scheduled in 3 month intervals • Quantity 2—Bi-Annual visits—scheduled in 6 month intervals ■ Quantity 1—Annual visit—scheduled anytime within the contract term Unscheduled Preventative Maintenance visits expire 30 days into the next scheduled interval within the contract term. Unscheduled annual visits expire at contract expiration. 4. Services:Orders. In order to receive Services under a Service Program pursuant to this Service Agreement,you must submit a purchase order or valid credit card to AV[-SPL for a validly quoted Service Program. Purchase orders must refer to AVI-SPL quote identification number. A valid AVI-SPL quote will contain the following information for each covered asset listed on the purchase order:(i)the Service Program you are purchasing;(ii)the model(and serial number for renewals of Service Programs only)of the applicable Products;(iii)the appropriate pricing information;(iv)the site location(s)of covered assets and(v)the Service Period (if applicable). Following order acceptance customer agrees to provide a contact name,contact email address, and telephone number at the location (if applicable). AVI-SPL will determine the pricing and payment terms associated with any Service Program which you purchase. All orders are subject to acceptance by AVI- SPL,and no obligation,including a purchase order,shall be binding on AVI-SPL unless and until such order is accepted by AVI-SPL,or,if earlier,Services are provided to Customer. Please note that only those Products listed on a valid quotation applicable to your purchase order will be covered by Service Programs under this Service Agreement.Any optional services for a Service Program available to Customers for an additional fee will be invoiced separately with payment terms as specified within such Service Program. S. Service Period. The initial period of any Service Program purchased hereunder(the"Initial Service Period"),shall commence on the date AVI-SPL accepts an Order,or such other date as specified on the applicable Order and accepted by AVI-SPL,and shall continue twelve(12)months therefrom,or such other period of time as specified on the applicable Order and accepted by AVI-SPL. This Service Agreement shall automatically renew for successive periods of equal length and,with the exception of moderate price increases as described herein,under the same terms and conditions as the Initial Service Period("Renewal Service Period")unless either party gives the other written notice of termination no less than thirty(30)days prior to expiration of the then-current Initial or Renewal Service Period. Prior to the commencement of any successive renewal period,AVI-SPL reserves the right to increase the price of the applicable Service Program for the duration of the successive renewal term in an amount not to exceed five(5%)percent of the Order price for the then-current Initial or Renewal Service Period.In the event the price increase exceeds five(5%)percent,AVI-SPL shall issue a new quote to Customer for approval prior to the commencement of the successive renewal period. Audio Visual Innovations Inc.and Signal Perfection Ltd are wholly owned subsidiaries of AVI-SPL,Inc. This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AV-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. ®Copyright AVI-SPL.All Rights Reserved AWSPL,Inc. Proposal#:280917-2 15 Page Audio Visual Innovations.Inc.,a wholly owned subsidiary of AVI 4CU011-sPL 6. Service Activation. For new equipment purchase: Service coverage will begin 30 days from the date of shipment from the manufacturer's warehouse or upon installation, whichever is sooner unless otherwise specified. For existing equipment coverage:Service coverage will begin immediately upon receipt of an authorized purchase order or payment in full,if required by AVI- SPL.If equipment was not under an AV[-SPL or manufacturer's support contract for an extended period of time,AVI-SPL and/or the manufacturer may require a recertification fee and/or inspection of the equipment prior to AVI-SPL being able to support or being able to receive manufacturer support and replacement parts/software for the equipment. The recertification costs and any repairs required by AVI-SPL to certify a room and/or to meet the manufacturer specifications is the responsibility of the customer and are not covered under the agreement unless specifically noted in the Service Program. 7. Services Availability. Remote Technical Phone Support Services will be provided on a 7x24x365 basis. Onsite Field Technician Dispatch Services:Unless otherwise provided in any Service Program,Services will be provided Monday through Friday from 8 AM to 5 PM local standard time excluding AVI-SPL published holidays. 8. Software Updates,Upgrades and Options. For Software covered under a Service Program,you will receive Updates and/or Upgrades as specified in the applicable Service Program description. For the latest Updates and Upgrades available for your Software,if any,please contact the AVI-SPL Help Desk. Updates are provided on a fix or fail basis. That is,to obtain an available Update the customer must call AVI-SPL to report a specific customer product failure(identified by Product serial number)exhibiting a problem,which the Update corrects. AVI-SPL will configure the Update according to the Software record of the registered Product. 9. Replacement Parts. Replacement parts provided pursuant to a Service Program will be either new parts or parts equivalent in performance to new parts when used with the Product,and are warranted for ninety(90)days from shipment or the remainder of the initial warranty period,whichever is longer. Parts removed from Products for replacement will become the property of AVI-SPL or the Manufacturer,and if replaced by the Customer must be received back to the local AVI- SPL service facility(as the same is listed on the pre-addressed return package provided by AVI-SPL)within five(5)business days of receipt of the replacement part,or you will be invoiced the full list price for the replaced part. 9.1. Warranty Parts Repair/Replacement:Some equipment may be repairable or replaced at no charge under the manufacturer's Warranty policy. Labor for onsite installation of parts covered under manufacturer warranty may be subject to AVI-SPL Time and Material labor fees.The Help Desk will assist the customer to arrange return of the defective equipment to the manufacturer for service/replacement. 9.2. Advanced Parts Replacement:Specific to videoconferencing equipment available with advanced parts replacement from the manufacturer;some equipment may be eligible for an Advanced Replacement program. In these instances,upon determination of a part requiring replacement by the Help Desk technician,a replacement part will be delivered to the customer location. Return of the defective product is required by the Customer under the conditions defined under the Terms and Conditions of Service. 30. Service Level Agreement. AVI-SPL will provide an Average Speed of Answer(ASA)of 60 seconds for support calls placed to its help desk Monday through Friday,8 AM to 5 PM local standard time excluding AVI-SPL published holidays. AVI-SPL will respond to new service requests made via email or web portal within four(4)hours with case assignment notification Monday through Friday,8 AM to 5 PM local standard time excluding AVI-SPL published holidays. Audio Visual Innovations Inc.and Signal Perfection Ltd are wholly owned subsidiaries ofAV-SPL,Inc. This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AVI-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AW-SPL. 0 Copyright AVI-SPL.All Rights Reserved Auft Visual Innowdions,Mc,a wholly owned subsidiary of AVI C*w SPL When applicable,AVI-SPL will provide a two business day onsite response pursuant to the Help Desk's determination that a dispatch is required for incident remediation. This service level may be impacted by room availability and the requirement for replacement parts. All onsite activity will be scheduled Monday through Friday,8 AM to 5 PM local standard time excluding AVI-SPL published holidays. When a case is opened,the Help Desk will classify the case in accordance with the following incident priority classifications: ■ Pl: Critical—System outage equipment or room system fully non-functional ■ P2:Major—System impaired but operational quality or features diminished ■ P3:Minor—System operational with acceptable quality features are diminished ■ P4:Informational—End User"How To"inquiry,request for configuration modification 11. Service Program Exclusions. Unless otherwise specified,Service Programs do not cover any of the following:(1)electrical work and/or in-house cabling external to the Product;(ii)repair or replacement of Product resulting from causes external to the Product, including disaster,fire,flood, earthquake, tornado accident, neglect, misuse, vandalism,water,corrosion,power surges,unconditioned or fluctuating power, lightning,customer-provided network,or failure of the installation site to conform to manufacturer specifications;or resulting from use of the Product for other than intended purposes;or resulting from use of the Product with items not provided or approved by AVI-SPL;or resulting from the performance of maintenance or the attempted repair of an item of a Product by persons other than AVI-SPL employees or persons authorized by AVI-SPL;(iii)repair or replacement of Product excluded by or no longer covered by the Product manufacturer's repair and replacement program;(iv)furnishing supplies or accessories including consumables such as projection lamps,bulbs,filters,fuses,batteries and the labor to replace these items,or painting or refinishing the Product;(v)Services in connection with the relocation of the Product,or the addition or removal of items of equipment or parts,attachments,features,from or to other devices not furnished by AVI-SPL including facilitation of customer spare or loaner equipment,including communications devices,video devices,audio devices,networks or links;(vi)damage to displays caused by screen burnout or image "burn-in";(vii)Replacement and/or general support for manufacturer-specified end of life products after AVI-SPL has informed Customer of such change in status and pro-rated remaining portion of relative cost for such pertinent products;(viii)Services in connection with computer viruses or conflicts involving software that is not installed or introduced by AVI-SPL including coverage for"OFE" (Owner Furnished Equipment) unless specifically listed as covered equipment or devices not installed by AVI-SPL and not specifically covered under this Service Agreement. 12. Charges and Payment Terms Payment terms are NET 30 Days from the date of invoice. All fees and payments referenced in this Service Agreement are in US Dollars. The Services as outlined will be invoiced in full upon execution of the Service Agreement. 13. Termination Either party may at its option terminate any applicable Service Program in whole or in part for cause:(i)if the other party breaches any material term or condition hereunder or under any applicable Service Program,and fails to remedy such failure within thirty(30)calendar days after receipt of written notice of such default;(ii)in the event that any proceedings are commenced against the other party or such party seeks protection under bankruptcy,insolvency,or other debtor's relief law or(iii)the other party becomes insolvent or dissolves.Furthermore,AVI-SPL may terminate any applicable Service Program in whole or in part for cause if any person other than a AVI-SPL employee,or designated service representative,alters a Product without AVI-SPL's prior written consent, or in any way renders a Product unsafe(adjustments to a Product made at the direction of AVI-SPL or the Manufacturer or as otherwise intended as set forth in the applicable Product documentation do not constitute alterations for the purposes of this Section). In the event of cancellation due to non-payment,the customer agrees to be liable for the full cost of any manufacturer sub-coverage purchased on the customer's behalf by AVI-SPL and for services and parts provided to the customer on a Time and Material basis per AVI-SPUs then-current Time and Material rate schedule. AV[-SPL reserves the right to terminate or modify available Service Programs at any time in its sole discretion;provided,that any such modifications will not affect any Service Programs already ordered by you and accepted by AVI-SPL prior to such modifications except as mutually agreed by both parties. 14. Customer Obligations. 14.1. You shall have the continuing obligation to keep all Products under a Maintenance Service Program at either the then-current Software version or previous major Software version release. Audio Visual Innovations Inc.and Signal Perfection Ltd are wholly owned subsidiaries of AVI-SPL,Inc.This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AVI-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL ®Copyright AVI-SPL All Rights Reserved AVI-SPL,Inc. Proposal#:280917-: 17 Page Audio Visual innovations,Inc.,a wholly owned subsidiary of AVIA SPL 14.2. Software updates and upgrades are the responsibility of the customer. Assistance may be requested from the Help Desk to gain access to the software or if issues are encountered. Software updates do not mandate an onsite service call. 14.3. Customer is required to assist the AVI-SPL Help Desk technician with the remote diagnosis of the reported problem to help determine the cause of the problem. Parts replacement and onsite service may not become available until the Help Desk is provided the appropriate information or support to diagnose the problem. 14.4. Remote access to the equipment for the purposes of diagnostics prior to technician dispatch is required. If remote access is not provided,delays may be experienced in the diagnosis and repair of the equipment. 14.5. If applicable,you will provide AVI-SPL personnel with access to the Products and adequate working space(including heat,light,ventilation,electric current and outlets)at no charge to AV[-SPL. All Customer environments must be free from all risks to health and safety(except to the extent notified to AVI-SPL in writing and specifically accepted in writing by AVI-SPL). 14.6. If applicable,you will maintain,at your expense,the installation site and provide the necessary utility services for use of the Product in accordance with the Manufacturer's applicable published specifications. 14.7. You will be responsible for replacing,at your own expense,any and all consumable items used in connection with the Products,including without limitation,bulbs and batteries. 14.8. Customer will be responsible for payment of Repairs and Services provided by AVI-SPL that are not covered under the selected coverage under the agreement and after mutual agreement delivered by AVI-SPL on a Time and Material Basis in accordance with the AVI-SPL standard published labor rates and material charges. 14.9. Equipment Operation and Alteration:The customer may not alter,repair or modify the covered equipment except as expressly directed by AVI- SPL service personnel. The customer must operate the equipment as detailed in the user operations manual provided by the manufacturer with the covered equipment. The customer may not add equipment,components,wiring or other parts to the covered equipment without written notification to and acceptance by AVI-SPL. 14.10. AVI-SPL strongly recommends that you install and use a current,reputable anti-virus program in connection with any PC-based,open-architecture Product,and that you regularly update and run such anti-virus program,especially in connection with the emergence of any new viruses and/or 'worms'. Repair or restoration of any Product damaged or 'infected' by viruses is not covered under this Service Agreement or the Service Programs. 14.11. You are solely responsible for backing up your data. AVI-SPL will not under any circumstances have a duty to back up your data or to restore data that is lost in the course of AVI-SPL's provision of Services,or otherwise. AVI-SPL will not be liable for the loss of your data,whatever the reason for the loss,including without limitation as a result of AVI-SPL's negligence. The preceding limitation applies to any cause of action,whether based in contract,tort,or any other theory. 15. Intellectual Prooertv. Each party shall retain all right,title and interest in and to,and possession of their respective preexisting intellectual property. Furthermore,AVI-SPL shall retain all right,title and interest in and to,and possession of,any know-how,technical information,specifications,documents,ideas,concepts, methods, processes,techniques and inventions developed or created by or on behalf of AVI-SPL relating to Services performed under or in relation to a Service Program. Any intellectual property,know-how,information or documents supplied at any time by one party to the other shall be treated as confidential and covered by the confidentiality undertaking in Section 18 below. 16. Indemnity. Each party shall indemnify,defend and hold the other harmless from all claims,suits,losses,expenses,judgments and liabilities(including reasonable attorney's fees)for personal injury or death to the extent caused by the negligence of the indemnifying party or its employees. The indemnitee shall give the indemnifying party prompt notice of and authority to defend or settle,any such claim and shall give,at the indemnifying party's request and expense,reasonable information and assistance thereto. Audio Visual Innovations Inc.and Signal Perfection Ltd are wholly owned subsidiaries of AVI-SPL,Inc. This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AVI-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. ©Copyright AV[-SPL.All Rights Reserved Audio Visual innovations.Inc,,a wholly owned subsidiary of AVIC SPL 17. WARRANTY/LIMITATION OF LIABILITY. AVI-SPL WARRANTS FOR NINETY(90)DAYS FROM THE PERFORMANCE OF ANY SERVICES BY AVI-SPL PURSUANT TO THIS AGREEMENT,EXCLUDING MANAGED SERVICES,THAT SUCH SERVICES SHALL BE PERFORMED INA WORKMANLIKE MANNER CONSISTENT WITH GENERALLY ACCEPTED INDUSTRY STANDARDS.AVI- SPL MAKES NO OTHER WARRANTY,EITHER EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,ANY WARRANTY OF FITNESS FORA PARTICULAR PURPOSE OR OF MERCHANTABILITY.AVI-SPL MAKES NO WARRANTY THAT OPERATION OF THE PRODUCT SERVICED WILL BE UNINTERRUPTED OR ERROR FREE. IN NO EVENT WILL AVI-SPL BE LIABLE FOR ANY DELAY IN FURNISHING SERVICES.CUSTOMER MUST REPORT IN WRITING ANY BREACH OF THIS WARRANTY TO AVI-SPL DURING THE ABOVE WARRANTY PERIOD,AND CUSTOMER'S EXCLUSIVE REMEDY AND AVI-SPL'S ENTIRE LIABILITY FOR ANY BREACH OF SUCH WARRANTY SHALL BE TO REPERFORM THE SERVICES,OR IF AVI-SPL IS UNABLE TO RE-PERFORM THE SERVICES AS WARRANTED,CUSTOMER SHALL BE ENTITLED TO RECOVER THE PRORATED FEES PAID TO AVI-SPL FOR THE NONCONFORMING SERVICES.EXCEPT FOR BREACHES OF CONFIDENTIALITY,OR INTELLECTUAL PROPERTY,IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INCIDENTAL,CONSEQUENTIAL,SPECIAL OR INDIRECT DAMAGES,LOST BUSINESS PROFITS,OR LOSS,DAMAGE OR DESTRUCTION OF DATA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,TORT(INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE,EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SAME.SUBJECT TO THE PRECEDING SENTENCE,EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS,AV[-SPL'S MAXIMUM LIABILITY FOR ALL OTHER DAMAGES WILL BE LIMITED TO(1)ONE(1)YEAR'S SERVICE CHARGES(IN THE CASE OF SERVICE PROGRAMS WITH AN APPLICABLE SERVICE PERIOD)OR(II)AGGREGATE SERVICE FEES PAYABLE TO AVI-SPL PURSUANT TO THE APPLICABLE SERVICE PROGRAM (IN THE CASE OF SERVICE PROGRAMS WITH NO APPLICABLE SERVICE PERIOD). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.SOME STATES ORJURISDICTIONS DO NOTALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES AND IN SUCH EVENT, THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SERVICE AGREEMENTSHALL BE DEEMED TO LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR(1) FRAUD OR FRAUDULENT MISREPRESENTATION OR(11)DEATH OR PERSONAL INJURY TO THE EXTENT THAT IT RESULTS FROM SUCH PARTY'S NEGLIGENCE AND SOLELY TO THE EXTENT REQUIRED BY APPLICABLE LAW. 18. Confidentiality. Confidential Information. Each party(the "Disclosing Party') may from time to time during the Term disclose to the other party(the Recipient") certain information regarding the Disclosing Party's business,including its products,inventions,operations,methodologies,systems,processes,product development plans or intentions, know-how, designs,trade secrets, market opportunities, business or financial affairs, and technical, marketing,financial, employees, planning,and other confidential or proprietary information("Confidential Information"). AVI-SPUs Confidential Information includes(without limitation)the function and performance of the Products,the terms of this Agreement,and any other information relating to the Products or the sale thereof. Confidential Information includes information disclosed orally,visually,or through any tangible medium. Protection of Confidential Information.Recipient will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Service Agreement or to carry out the Services,and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of Recipient who have a need to know such Confidential Information for purposes of carrying out the Services and who are under a duty of confidentiality no less restrictive than Recipient's duty hereunder. Recipient will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. Residuals.The Recipient shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party, provided that the Recipient shall not disclose the Confidential Information except as expressly permitted hereunder. The term "residuals" means information in intangible form,which is retained in memory by persons who have had access to the Confidential Information,including ideas,concepts,know- how or techniques contained therein. The Recipient shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However,this section shall not be deemed to grant to the Recipient a license under the Disclosing Party's copyrights or patents. Exceptions.Recipient's obligations under Section 16 with respect to any Confidential Information of the Disclosing Party will terminate if and when Recipient can document that such information:(a)was already lawfully known to Recipient at the time of disclosure by the Disclosing Party;(b)was disclosed to Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions;(c)is,or through no fault of Recipient has become,generally available to the public;or(d)was independently developed by Recipient without accessto,or use of,the Disclosing Party's Confidential Information.In addition, Recipient will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is(i)approved in advance,in writing by the Disclosing Party,(ii)necessary for Recipient to enforce its rights under this Service Agreement in connection with a legal proceeding;or(iii)required by law or by the order or a court of similar judicial or administrative body,provided that Recipient notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party,at the Disclosing Party's request and expense,in any lawful action to contest or limit the scope of such required disclosure. Audio Visual Innovations Inc.and Signal Perfection Ltd are wholly owned subsidiaries of AV-SPL,Inc. This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AVI-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. 0 Copyright AV-SPL.All Rights Reserved Audio Visual Innovations,Inc.,a wholly owned subsidiary of AVIACSSPLH' 19. Force Majeure. Except for the obligation to make timely payments,neither party will be liable to the other for delays or failures to perform occasioned by causes beyond its reasonable control. Such acts or events shall include but not be limited to,acts of God,civil or military authority,civil disturbance,riot,fire,strikes,lockouts or slowdowns,factory or labor conditions,inability to obtain necessary labor,materials or manufacturing facilities,delayed issuance of export control licenses. In the event of such delays or failures to perform,any dates or times by which AVI-SPL is otherwise scheduled to perform shall be extended automatically for a period of time equal in duration to the additional time required because of the delay or failure to perform. Each of the parties shall promptly inform the other of any event of force majeure,its expected duration and cessation,respectively. 20. General. Except as otherwise set forth in this Service Agreement,this Service Agreement may only be modified by a written agreement duly signed by authorized representatives of both parties,and variance from or addition to the provisions of this Service Agreement in any order or other written notification will be of no effect. Any notices required or permitted to be given hereunder shall be in writing and effective when received by a party at the address as the receiving party has last notified to the other party by prior written notice. In the case of AVI-SPL such address,unless otherwise notified in writing,shall be as follows: AVI-SPL,Inc. Attn:Executive Vice President 6301 Benjamin Road,Suite 101 Tampa,Florida 33634 If any provision of this Service Agreement shall be held to be invalid,illegal,or unenforceable,the remaining terms of this Service Agreement shall in no way be affected or impaired. The waiver by either party of a breach of any provision of this Service Agreement shall not be construed as a waiver of any subsequent breach. You may not assign any or all of your rights or obligations under this Service Agreement including by purchase,merger or operation of law,without the prior written consent of AVI-SPL,which consent shall not be unreasonably withheld. Any attempted assignment or transfer in violation of this provision shall be null and void.AVI-SPL may assign its rights and obligations under this Service Agreement without prior written consent or notice. AVI-SPL's affiliates may participate in AVI-SPUs performance under this Service Agreement and a Service Program,and AVI-SPL may also sub-contract its obligations under this Service Agreement and a Service Program provided that AVI-SPL remains liable for the performance of its affiliates and/or sub-contractors in respect thereof. Same as expressly provided,no term or provision of this Service Agreement or a Service Program shall be enforceable by a third party(being any person other than the parties and their permitted successors and assignees). The Customer acknowledges that AVI-SPL has trained personnel who perform Services and has made an investment in such personnel. Therefore,at no time during the term of a Service Program or for one(1)year thereafter,will the Customer directly or indirectly either offer employment to or hire any AVI-SPL employees who perform Services on behalf of AVI-SPL without AVI-SPL's express prior written consent. In the event that the Customer is in breach of this provision,AVI-SPL shall have the right to invoice the Customer,and the Customer agrees to pay,a sum equal to 12 months'salary in respect of the hired individual. In performing the Services,AVI-SPL shall be deemed to be an independent contractor and its personnel and representatives shall not act as nor be Customers agents or employees. AVI-SPL shall have complete charge and responsibility for personnel employed or engaged by AVI-SPL. Upon any expiration or termination ofthese this Service Agreement,Sections 15(Intellectual Property),16(Indemnity)and 17(Warranty/Limitation of Liability) shall survive. This Service Agreement may have been translated into various languages for the convenience of AVI-SPL's Customers. While the translation is correct to the best of AVI-SPL's knowledge,AVI-SPL is not responsible or liable in the event of an inaccuracy. English is the controlling language of this Service Agreement, and any translation has been prepared for you as a courtesy only. In the event of a conflict between the English-language version of this Service Agreement and a version that has been translated into another language,the English-language version of this Service Agreement shall control. Audio Visual Innovations Inc and Signal Perfection Ltd are wholly owned subsidiaries ofAV-SPL,Inc. This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AVI-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. ®Copyright AVI-SPL.All Rights Reserved AVI-SPL, nc. Proposal#:280917-2 20 1 Page Audio Visual Innovations,Inc...a wholly owned subsidiary of AV1448� SPL This Service Agreement shall be governed by the laws of the State of Florida and any disputes will be subject to the exclusive jurisdiction of the federal courts of the United States of America or the courts of the State of Florida,in each case located in the city of Tampa and the county of Hillsborough.The non-prevailing party in any dispute will pay all reasonable court costs and attorneys fees finally awarded. The U.N.Convention on Contracts for the International Sale of Goods does not apply. AVI-SPL shall have the option to bring a suit before the courts of your domicile,when the claim is for payments due from you. UNLESS OTHERWISE EXPRESSLY AGREED IN A SIGNED WRITING BY THE PARTIES IN ACCORDANCE HEREWITH,THIS SERVICE AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES,SUPERSEDING ALL PROPOSALS OR PRIOR TERMS AND CONDITIONS,AGREEMENTS OR COMMUNICATIONS,ORAL OR WRITTEN,BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF. Customer Acceptance of Custom 5 rvice Agreement Signed Name Custornkr "'U /^ �((K"Wq'l A A kfi - Printed Name Date APPROVED AS TO FORM AND LEGALITY cjy1rArr0RNENjohn B.4t uj OFFICIAL RECORD CITY SECRETARY FT-1i1f0R' Hl TX Audio Visual Innovations Inc.and Signal Perfection Ltd are wholly owned subsidiaries of AVI-SPL,Inc This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AVI-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL ®Copyright AVI-SPL All Rights Reserved AVI-SPL,Inc. Proposal#:280917-2 211 Page Audio Visual Innovations,Inc.,a wholly owned subsidiary of AV1440V SPL`R: Software License Agreement This Software License is made by Audio Visual Innovations,Inc./Signal Perfection,Ltd. ("Company")to Buyer as an essential element of the services to be rendered by the Company as defined in the Proposal and any system specification and any associated documents made available to Buyer by Company.Buyer and Company agree that this Software License is deemed to be part of the Agreement.This Software License applies to control system integration and programming and does not apply to any other services.Any capitalized terms not otherwise defined herein shall have the meaning ascribed to them under the General Terms and Conditions. SECTION 1 LICENSE GRANT AND OWNERSHIP 3.1 it has all necessary rights and authority to execute and deliver this 1.1 The Company hereby grants to Buyer a worldwide,perpetual, non- Software License and perform its obligations hereunder and to grant the exclusive, non - transferable license to all software for Buyer's use in rights granted under this Software License to Buyer; connection with the establishment,use,maintenance and modification of 3.2 the Products and Services provided by Company subject to this the system implemented by the Company.The term "Software"for the Software License, including the Software and all intellectual property purposes of this Software License shall refer to all source code,executable provided hereunder,are original to the Company or its subcontractors or object code, and the patches, scripts, modifications, enhancements, partners;and designs,concepts or other materials that constitute the software programs necessaryfor the proper function and operation of the system as delivered 3.3 the software,as delivered as part of the system,will not infringe or by the Company and accepted by the Buyer. otherwise violate the rights of any third party,or violate any applicable law, rule or regulation. 1.2 Except as expressly set forth in this paragraph,the Company shall at all times own all intellectual property rights to the software. Any and all 3.4 The Company further represents and warrants that,throughout the System Warranty Period,the executable object code of Software and the licenses,product warranties or service contracts provided by third parties system will perform substantially in accordance with the system in connection with any software,hardware or other software or services pspecifications and Agreement.If the Software fails to perform as specified provided in the system shall be delivered to Buyer for the sole benefit of Buyer. and accepted all remedies are pursuant to the policies set forth in the system specifications and in the Agreement. 1.3 Buyer may supply to the Company or allow the Company to use certain SECTION 4 INDEMNIFICATION proprietary information,including service marks,logos,graphics,software, documents and business information and plans that have been authored 4.1 The Company hereby indemnifies and shall defend and hold harmless or pre-owned by Buyer. All such intellectual property shall remain the Buyer, its parent companies and its and their subsidiaries, affiliates, exclusive property of Buyer and shall not be used by the Company for any officers,directors,employees,agents and subcontractors from and against purposes other than those associated with delivery of the system. all liability, damages, loss, cost or expense, including but not limited to SECTION 2 COPIES,MODIFICATION,AND USE reasonable attorneys'fees and expenses,arising out of or in connection with any breach or alleged breach of the Agreement or any third party 2.1 Buyer may make copies of the software for archival purposes and as claims that the software or system here provided by the Company infringes required for modifications to the system.All copies and distribution of the or otherwise violates any rights of any such third party. software shall remain within the direct control of Buyer and its representatives. 4.2 Buyer hereby indemnifies and shall defend and hold harmless the Company, its and their subsidiaries, affiliates, officers, directors, 2.2 Buyer may make modifications to the source code version of the employees, agents and subcontractors from and against all liability, software, if and only if the results of all such modifications are applied damages, loss,cost or expense, including but not limited to reasonable solely to the system.In no way does this Software License confer any right attorneys'fees and expenses,arising out of or in connection with any third in Buyer to license,sublicense,sell,or otherwise authorize the use of the party claims that Buyer's use of the software in contravention of the grant software,whether in executable form,source code or otherwise,by any of rights infringes or otherwise violates any rights of any such third party. third parties,except in connection with the use of the system as part of Buyer's business. 4.3 Upon the assertion of any claim or the commencement of any suit or proceeding against an indemnitee by any third party that may give rise to 2.3 All express or implied warranties relating to the Software shall be liability of an indemnitor hereunder,the indemnitee shall promptly notify deemed null and void in case of any modification to the software made by the indemnitor of the existence of such a claim and shall give the any party other than the Company. indemnitor reasonable opportunity to defend and to settle the claim at its SECTION 3 WARRANTIES AND REPRESENTATIONS own expense and with counsel of its own selection.The indemnitee shall cooperate with the indemnitor, shall at all times have the full right to The Company represents and warrants to Buyer that: participate in such a defense at its own expense and shall not be obligated, Audio Visual Innovations Inc.and Signal Perfection Ltd are wholly owned subsidiaries of AVI-SPL,Inc. This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AVI-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. ®Copyright AVI-SPL All Rights Reserved AVi-SPL,Inc. Proposal#:280917-2 22 1 Page Audio Visual Innovations,Inc_a wholly owned subsidiary of AVI<**-, SPL against its consent,to participate in any settlement which it reasonably configuration in another location.The Company may terminate this license believes would have an adverse effect on its business. upon notice for failure to comply with any of the terms set forth in this SECTION 5 TRANSFER AND TERMINATION Software License.Upon termination,Customer is obligated to immediately destroy the Software,including all copies and modifications. This license will automatically terminate upon the disassembly of the system cited above, unless the system is reassembled in its original Buyer Acceptance of Software License Agreement 4�40� � Signed Name Buyer Iiiii,il 0,\ lQ. 5 o(tq (b Printed Name iDate APPROVED AS TO FORM AND LEGALITY: C)*ATT RNEY Un 9.5imvj r OFFICIAL,kECORD CITY SOCRITARY FT.WORTH,TX Audio Visual Innovations Inc and Signal Perfection Ltd are wholly owned subsidiaries of AVI-SPL,Inc. This Entire Document and all information(including drawings, specifications and designs)presented by any subsidiary are the property of AVI-SPL Inc. Proprietary information provided to potential customers,clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence.These Materials may not be copied,distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL O Copyright AVI-SPL All Rights Reserved AVI-SPL,Inc. ADDENDUM TO CUSTOMER CARE PROGRAM AGREEMENT BETWEEN AUDIO VISUAL INNOVATIONS,INC.,AND CITY OF FORT WORTH This Addendum is executed by and between Audio Visual Innovations, Inc., ("AVI-SPL")and the City of Fort Worth, Texas("Customer'or"City"). City and AVI-SPL are each individually referred to herein as a "party"and collectively referred to as the"parties."The parties agree that these terms and conditions are incorporated into the Customer Care Program Agreement("Agreement")as if copied in full. If there are any conflicts between the terms and conditions of this Addendum and the Agreement, the terms and conditions contained in this Addendum shall control. 1. Termination. 1.1 Convenience. City may terminate this Agreement at any time and for any reason by providing AVI-SPL with 30 days written notice of termination. 1.2 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify AVI-SPL of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 2. Disclosure of Conflicts. AVI-SPL hereby warrants to the City that AVI-SPL has made full disclosure in writing of any existing or potential conflicts of interest related to AVI-SPL's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, AVI-SPL hereby agrees immediately to make full disclosure to the City in writing. 3. Right to Audit. 3.1 AVI-SPL agrees that the City shall, until the expiration of three(3)years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the AVI-SPL involving transactions relating to this Agreement at no additional cost to the City. AVI-SPL agrees that the City shall have access during normal working hours to all necessary AVI- SPL facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give AVI- SPL not less than ten (10) days written notice of any intended audits. 3.2 AVI-SPL further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three(3)years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor not less than ten (10)days written notice of any intended audits. 4. Independent Contractor. It is expressly understood and agreed that AVI-SPL shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement,AVI-SPL shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors.AVI-SPL acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and AVI-SPL, its officers, agents, employees, servants, contractors and subcontractors.AVI-SPL further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and AVI-SPL. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of AVI-SPL or any officers, agents, servants, employees or subcontractors of AVI-SPL. Neither AVI-SPL, nor any officers, agents, servants, employees or subcontractors of AVI-SPL shall be entitled to any employment benefits from the City.AVI-SPL shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents,servants, employees or subcontractors. 5. LIABILITY AND INDEMNIFICATION. 5.1 LIABILITY-AVI-SPL SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCLUDING DEATH,TO ANY AND ALL PERSONS,OF ANY KIND OR CHARACTER,WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S)OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 5.2 INDEMNIFICATION-AVI-SPL HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY,ITS OFFICERS,AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER,WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO AVI-SPL'S BUSINESS,AND ANY RESULTING LOST PROFITS)PERSONAL INJURY, INCLUDING DEATH,TO ANY AND ALL PERSONS,AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF AVI-SPL, ITS OFFICERS,AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. 5.3 INTELLECTUAL PROPERTY INFRINGEMENT-(I)AVI-SPL warrants that all Deliverables, or any part thereof,furnished hereunder, including but not limited to: programs, documentation,software,analyses, applications, methods,ways,and processes(in this Section SC each individually referred to as a"Deliverable"and collectively as the"Deliverables,")do not infringe upon or violate any patent, copyrights,trademarks,service marks,trade secrets,or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. (ii) AVI-SPL shall be liable and responsible for any and all claims made against the City for infringement of any patent,copyright,trademark,service mark,trade secret,or other intellectual property rights by the use of or supplying of any Deliverable(s)in the course of performance or completion of,or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. (iii) AVI-SPL agrees to indemnify,defend,settle,or pay,at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright,trade mark,service mark,trade secret,or other intellectual property right arising from City's use of the Deliverable(s),or any part thereof,in accordance with this Agreement, it being understood that this agreement to indemnify,defend,settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as AVI-SPL bears the cost and expense of payment for claims or actions against the City pursuant to this section S,AVI-SPL shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with AVI-SPL in doing so. In the event City,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement,the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, AVI-SPL shall fully participate and cooperate with the City in defense of such claim or action.City agrees to give AVI-SPL timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall not eliminate AVI-SPL's duty to indemnify the City under this Agreement. If the Deliverable(s),or any part thereof,is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise,such use is materially adversely restricted,AVI-SPL shall, at its own expense and as City's sole remedy,either: (a)procure for City the right to continue to use the Deliverable(s); or(b) modify the Deliverable(s)to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or(c)replace the Deliverable(s)with equally suitable,compatible, and functionally equivalent non-infringing Deliverable(s)at no additional charge to City; or(d) if none of the foregoing alternatives is reasonably available to AVI-SPL, terminate this Agreement, and refund all amounts paid to AVI-SPL by the City, subsequent to which termination City may seek any and all remedies available to City under law.AVI-SPL'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 6 OF THIS ADDENDUM. 6. INSURANCE. 6.1 The AVI-SPL shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 1. Commercial General Liability a. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate; or b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. C. Defense costs shall be outside the limits of liability. 2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non-owned, or hired vehicles,with a combined limit of not less than $1,000,000 per occurrence. 3. Professional Liability(Errors&Omissions) in the amount of$1,000,000 per claim and$1,000,000 aggregate limit. 4. Statutory Workers'Compensation and Employers' Liability Insurance requirements per the amount required by statute. 5. Technology Liability(Errors&Omissions) a. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. (1) Coverage shall include, but not be limited to,the following: (i) Failure to prevent unauthorized access (ii) Unauthorized disclosure of information (iii) Implantation of malicious code or computer virus (iv) Fraud, Dishonest or Intentional Acts with final adjudication language (v) Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by AVI-SPL under this Agreement. Technology coverage may be provided through an endorsement to the Commercial General Liability(CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability.Any deductible will be the sole responsibility of the Consultant and may not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two(2)years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage. 6. Any other insurance as reasonably requested by City. 6.2 General Insurance Requirements: 1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 2. The workers'compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 3. A minimum of Thirty(30)days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth,Texas 76102,with copies to the City Attorney at the same address. 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimum rating of A-VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. 5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that AVI-SPL has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 7. Assignment and Subcontracting. AVI-SPL shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the AVI-SPL under which the assignee agrees to be bound by the duties and obligations of AVI-SPL under this Agreement.The AVI-SPL and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract,the subcontractor shall execute a written agreement with AVI-SPL referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of AVI-SPL under this Agreement as such duties and obligations may apply.AVI-SPL shall provide the City with a fully executed copy of any such subcontract. 8. Compliance with Laws.Ordinances, Rules and Regulations. AVI-SPL agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies AVI-SPL of any violation of such laws, ordinances, rules or regulations,AVI-SPL shall immediately desist from and correct the violation. 9. Non-Discrimination Covenant. AVI-SPL,for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of AVI-SPL's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by AVI-SPL, its personal representatives, assigns, subcontractors or successors in interest,AVI-SPL agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 10. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2)delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO THE CITY: City of Fort Worth Attn:Valerie Washington,ACM With Copy to the City Attorney at same address 200 Texas St. Fort Worth TX 76102 Facsimile: (817) 392-6134 TO CONSULTANT: Name:Audio Visual Innovation, Inc.Attn: Steve Benjamin 6301 Benjamin Road, Suite 101 Tampa, FL 33634 Facsimile: 888-832-0541 11. Govemmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 12. No Waiver. The failure of the City or AVI-SPL to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or AVI-SPL's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 13. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 14. Severability. If any provision of this Agreement is 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. 15. Force Majeure. The City and AVI-SPL shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control(force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters,wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 17. Immigration Nationality Act. City actively supports the Immigration&Nationality Act(INA)which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Seller shall verify the identity and employment eligibility of all employees who perform work under the Agreement. Seller shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under the Agreement. Seller shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Seller shall provide City with a certification letter that it has complied with the verification requirements required by the Agreement. Seller shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate the Agreement for violations of this provision by Seller. 18. No Boycott of Israel. Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Seller certifies that Sellers signature provides written verification to City that Seller. (1) does not boycott Israel, and (2) will not boycott Israel during the term of the Agreement 19. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 20. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 21. Entirety of Agreement. The Agreement and this Addendum contain the entire understanding and agreement between the City and AVI-SPL,their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 22. Counterparts. The Agreement and this Addendum may be executed in one or more counterparts and each counterpart shall,for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument.An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 23. Warranty of Services. A YI-SPL warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty(30)days from the date that the services are completed. In such event, at AVI-SPL's option, A YI-SPL shall either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or(b) refund the fees paid by the City to A YI-SPL for the nonconforming services. 24. Signature Authority. The person signing the Agreement and this Addendum hereby warrants that he/she has the legal authority to execute the Agreement and this Addendum on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. Each party is fully entitled to rely on these warranties and representations in entering into the Agreement or any amendment hereto. Signature Page Follows Executed in multiples this the/(.C'l/-day of 20 ACCEPTED AND AGREED: CITY. CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and By: reporting requirements. Name: Valerie Washington Title: Assistant City Manager Date: aBy: �u� Name: Homer Robertson Title: Assistant Fire Chief APPROVAL RECOMMENDED: APPROVED AS TO FORM AND LEGALITY: P44 Name: Patrick VA146ez By: Title: Fire Chief S1 e: John A.Strong ATTEST: Ti le: Assistant Ci Attorney CONTRACT AUTHORIZATION: M&C: N/A By: P �T� Date Approved:N/A Name: ys orm 1295 Certification No.:N/A Title: Ci Secr CONSULTANT: �XAS AUDIO VISUA OV S INC.. ATTEST: By: By: me: Steve Benjamin Name: Steven E.Palmer Title: Executive Vice President Title: Chief Financial Officer Date: 3-27-2018 OFFICIAL RECORD CITY 36CRETARY FT. O1 'I"Ii TX