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Home My WebLink AboutAgreement_General_9/9/2021_AVI-SPLAudioVisual Solutions Proposal For Village of Tequesta Tequesta Police Dept - 4mnia Contract # 2019.00153 AVID SPL° 772 South Military Trail Deerfield Beach, FL 33442 (954) 938-9382 Fax: (954) 776-4772 www,avispi.com Prepared By: Debra Blanco Debra.Blanco@avispLcom Proposal No: 365842-2 AVI SPL LLC Proposal #: 3b5842 2 AVI�� SPL" Corporate Overview Your Digital Workplace Services Partner AVI-SPL is a digital workplace services provider that helps organizations around the world improve their team collaboration and business value through collaboration solutions. From offices in North America, Europe and the Middle East, and through a worldwide network of engineering resources, we deliver transformative solutions and services vital to the success of your organization. We design, deploy, manage and support the systems and environments that empower meaningful communication and collaboration. Through this transformation, we help you improve workflows and the user experience while also easing the manageability of your technology solutions. AVI-SPL works diligently to be a single, reliable resource for improving your organization's ability to communicate and collaborate. Through partnerships with highly regarded collaboration companies, construction firms, architects, and consultants, we design, build, integrate, manage and support solutions, systems, and experiences that deliver state-of-the- art communications and collaboration. No other company can match our ability to handle every aspect of your integration project, from understanding your goals to providing ongoing support. When you partner with AVI-SPL, you're working with: A Partner Working in Your Interests Experienced and financially stable technology contractor with a global operational delivery model. Providing innovative, award -winning solutions that are effective and aligned with your needs. Our solutions reflect the trends and technologies shaping professional collaboration and the workplace. A Knowledgeable Collaborator • Most qualified team of engineers and technicians in the industry. ■ In-house capabilities to design, install and manage complex audio, video, collaboration and communication technologies. ■ Certified to implement collaboration solutions from industry leaders like Microsoft, Poly, Cisco, NEC, and Crestron. An Experienced Services Provider • Wide-ranging technical integration capabilities, construction experience, and engineering resources to support projects of any scale and in environments as varied as stadiums, boardrooms, hospitals, and classrooms. Our experience spans over 40 years. We support our clients through our Global Service Operations Centers, which provide 24/7 help desk support. ■ Expert engineering with the highest per capita number of technical employees of any AV solutions provider. • Award -winning conferencing services that include customizable room and device monitoring, cloud -based scheduling and management for meeting rooms and the technology enabling them, and analytics reports that provide actionable business intelligence. This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held -n confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AWSPL. Z Copyright AV€-SPL LLC. All Rights Reserved AVi SPIL Lii2 AVIn► SPL We take your investment in collaborative solutions as seriously as you do. That's why we're with you every step of the way, making sure you have the support to keep your business running smoothly and that you get the return on investment you expect. Our diverse portfolio features solutions in the corporate, education, and government sectors, including Fortune S00/Global 1000 boardrooms, military base operation centers, and education campuses. On most projects, we collaborate with architects, consultants, designers, and end users like you. AVI-SPL's expertise includes partnerships with the industry's top technology providers, highly skilled and certified technicians, and comprehensive support that is setting the standard in the collaboration industry. The hallmark of AV[-SPL's client success has been our ability to keep pace with the technology trends that drive the way businesses operate, and to innovate and improve upon them so that we can offer customers a standard of quality that no other company can match. ■ 86% of Fortune 100 and 70% of Fortune 500 companies are AVI-SPL customers • 120,000+ projects completed in 80 countries • 12,000+ service contracts with 1,500 ticketed cases resolved each month • 3,400+ employees in 57 offices across North America, Europe, and the Middle East ■ Partnerships with the leading technology providers so we can craft the right solution for every client This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AV[-SPL. b Copyright AV[-SPL LLC. All Rights Reserved AV. SPL LLC: Pi JPCJ Li n. 0_`,8.1 < AVI�� SPL" Project Implementation Process Integration Process AVI-SPL is dedicated to giving you with technically sound, well -integrated, and user-friendly solutions. To that end, AVI-SPL utilizes a six -step process that ensures seamless communication and transition from project conception to project completion. The beginning of the process is essential to the success of the implementation and Customer Care Services that ensure acclimation, adoption, and continued use of the technology. The scope of this Design Proposal is summarized in Phases I & Il. Phases III — VI outline the process through to completion including implementation of the concierge level service requested by the client. Phase I Consultation The consultation process is the foundation of the system design and capabilities. During this process, we meet with key personnel to gain a thorough understanding of needs, objectives, and issues: • Architectural Criteria Static Display ■ Style of Meeting Supplemental (Multi -room tie-in, connection type, • Visual Media network interconnection, existing equipment) ■ Computer Display Schedule (design/construction documents, ■ Audio Systems construction, AV installation, occupancy) • Audio Conferencing Contacts (client, architect/interior designer, general • Video Conferencing contractor, other) • Control options Phase II - Engineering & Design AVI-SPL appoints a Project Engineer, who will team up with your AVI-SPL Account Manager and follow your project through to completion. During this phase, the information acquired during the needs analysis is developed into a technically sound and functional system design. The Project Engineer and AVI-SPL Account Manager perform a feasibility study. This study includes an examination of the desired capabilities, architectural, environmental, and technical details of your system. During the engineering and design process, we select the appropriate equipment, hardware, and software. The result of the engineering and design process is a system designed specifically to meet the requirements and environmental conditions that are unique to your application. The goals for this phase of the project are: • Verify initial design concepts • Verify location of all devices • Validate the design's performance and concepts • Provide any value engineering and performance enhancement recommendations • Convert concept drawings to schematic, "build to" shop drawings • Submit final shop drawings and hardware list for approval prior to procurement and construction. The documents created by the Systems Group engineering team include but are not limited to: • Rack elevations Lighting fixture locations • Patch bay elevations Custom assembly details This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AWSPL. Ci Copyright AVI-SPL LLC. All Rights Reserved AVI SPL LLC. Proposal n: 3bS842 21 • Panel details ■ Verification of conduit requirements • Verification of junction box requirements • Creation of fabrication documentation including wire numbers ■ Verification of wire types AVI��s SPL` • Speaker cluster rigging design • Creation of accurate hardware/bill of quantities (BOQ) list • Create cut sheet books for hardware • Items ■ Provide other submittals as required At the conclusion of Phase 11, the project's design is finalized, all areas of system performance have been optimized, and the hardware parts lists, as well as the engineering drawings, are given final approval. The on -site pre -wiring shall immediately begin_ Phase III: Pre -Installation AVI-SPL's senior procurement managers will begin procurement of the hardware required for the system. Procurement is prioritized between: • Items immediately required for the initial on -site pre -installation by our installation team • Long lead items • Custom panels and custom/project specific hardware items • All other hardware items • Engineering and development of custom control software The procurement manager informs our project manager of any discontinued, new models or upgraded products on the hardware list. In these instances, AVI-SPL submits cut sheets on any new hardware items for approval and substitution into the system. The fabrication process begins upon receipt of product. AVI-SPL's fabrication team utilizes the approved engineering drawings to build the systems. All system fabrication work is performed at our fabrication facility. AVI-SPL's fabrication process includes: ■ Quality control inspection of all hardware items prior to integration into the various systems • Preparation of internal areas of the racks for installation of cabling ■ Installation of internal rack power distribution systems • Installation of hardware into the racks as shown on the rack elevation drawings • Installation of internal rack wiring • Verification of internal rack wiring and wire/cable numbering • Installation of interconnection wiring between the racks • Testing of individual racks • Installation of control software • Testing and operating of multiple racks as a complete system • "Burn in" quality -control testing of multiple racks as a complete audio-visual system ■ Initial modifications to show control software • Acceptance of tested and "burned in" systems by the project manager and senior engineer • Photographic documentation of racks and other hardware items • Disassembly of racks in preparation for shipping and palletized as per AVI-SPL's custom shipping standards • Delivery of the racks to the site via dedicated air ride trucks The careful testing and "burn in" of the completed systems in the fabrication shop will prevent the likelihood of discrepancies encountered during the onsite installation and testing. This Entire document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sale 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 AWSPL. �O Copyright AVI-SPL U.C. All Rights Reserved AVI SPI.. LLC. Proposal ; : 3bS8t1 2 AVI�� SPL" Phase IV: On -site Installation The on -site installation effort is coordinated by project manager and lead installer. The lead installer will be on site directing the installation teams. Prior to delivery and installation of pre -assembled systems, AVI-SPL field verifies conformance of installed cabling and other conditions necessary to ensure efficient integration of systems and devices. The team of on -site personnel will vary in number depending on the task requirements for that day. The project manager determines the correct resources required for the specific installation tasks. The AVI-SPL lead installer, project manager, and engineer carefully supervise our subcontractor. Depending on the required tasks, our daily on -site installation crew will include: ■ AVI-SPL Project Manager ■ AVI-SPL Lead Installer ■ Installation Personnel as necessary When required, AVI•SPL provides: ■ Senior Engineers ■ Field Engineers ■ Supplemental Field Technicians • Test and Adjust Engineers ■ Specialty Labor as required Once the installation is complete, the systems are carefully checked and brought on line. The final phases of the project begin. Phase V: Commissioning, Testing, and Adjustments During this phase, the complete testing and final adjustments of the systems are made. Our project manager coordinates with the project team as required to complete successful testing and tuning of the system, including testing far -end Customer Care connections. Our factory -trained service engineers travel to the job site to commission the system. All installation work is thoroughly checked prior to 'turn on.' Errors or problems are corrected, and all equipment is adjusted for optimal performance in accord with the project specifications. The test and adjustment team consist of: • Owner's Technical Representatives • AVI-SPL's Project Manager The result of phase V is the shortest possible final punch list. Our projects typically have short punch lists thanks to: • Adherence to our quality assurance program • Correcting site -specific problems as they are detected ■ Installation of fully tested and "burned in" electronic hardware ■ Termination into fully tested and verified cabling and far end connections By adhering to these engineering policies and standards, the final punch list for projects of this type is typically limited to just a few items. Phase VI: Training — As Required Training is available throughout the project. We recommend the owner's technical representative visit AVI-SPL's fabrication facility for initial familiarization with the system during the in-house testing phase. The fabrication manager will: • Provide a comprehensive review of the system's hardware • Review the system's cabling and wire numbering methods • Discuss maintenance issues for the system • Demonstrate initial operation of the system This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or its affiliate. Proprietary Information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence, These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. E'i Copyright AVI-SPL LLC. All Rights Reserved AVI SPL. LLC: Propo;ai #: ib5842 2 AVI-�4 SPL° The owner's technical team may observe how the system interconnects to the building's pre installed cabling during installation and commissioning. Once the system is operational, we provide three levels of "hands on" training to the onsite operational personnel. Training is provided to: System Operators {personnel who are qualified to operate the various systems) System Technicians (personnel who provide on -site maintenance to the systems) System Assistants (personnel who assist the operators and technicians) AVI-SPL produces operator manuals and other documentation to support the systems as required. Process Control & Documentation Reports and documentation are all standardized. Reporting and documentation for all project activities are stored in a centralized database for efficient access by integral departments (purchasing, distribution, systems integrations, account management etc.). All systems integration projects are overseen by AVI-SPL's Chief Operating Officer (COO). The COO is responsible for overseeing all documentation and daily operational activities throughout our national systems integration network. Documentation and purchase orders are reviewed regularly by the corporate office. This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC is the property of AVI-SPL lLC or its affiliate. Proprietary Information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. iD Copyright AWSPL LLC. All Rights Reserved Proposal #: 3bS842 2 AVID SPL" Services and Support Global Support and Maintenance AVI-SPL's Global Support and Maintenance offerings provide world class services designed to help you achieve the most uptime and the best return on investment (Rol) from your technology. We apply our 40 years of experience with 700+ manufacturer technologies to be the services partner you can count on. Our offering provides positive business outcomes by ensuring your collaboration technology solutions work as expected for end users. Support minimizes system downtime and maximizes system performance, meeting your organization's collaboration objectives. AVI-SPL provides 24x7 support and certifications in a diverse set of competencies that cover your entire organization. With 800+ full-time employees dedicated to service delivery distributed between our four GSOCs and local offices around the world, we have the ability to meet your local and global needs. Service Levels Available: Essential Enhanced Elite (TEM) Unlimited Remote Help Desk, 24x7 0 0 Unlimited Onsite Support, 8x5 • In Manufacturer -Warranty Hardware • • • Support Services are provided on a per -room or per -project basis. Essential (Time and Materials) Full suite of Global Support offerings available in a noncontract form, all billable at standard AVI-SPL rates. Billable Offerings: • Remote Help Desk, 247 Specialist Remote Support • On -site Technical Dispatch • Parts Repair and Replacement Enhanced • Offers unlimited remote help desk support — available 24x7x365. • Facilitates the repair or replacement of manufacturer programs for applicable hardware. • Access to software updates and upgrades for hardware covered by manufacturer program. • Use of online incident reporting tool for easy ticket awareness. • Eligibility for discounted hourly rates when other Global Support services not included in the Enhanced offering are requested. This Entire document and all Information (including drawings, specifications and designs) presented by AVI-SPL LLC Is the property of AV]-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. &l Copyright AVI-SPL LLC. All Rights Reserved AVI SPL LLC Proposal #: 3b5842 2 9 1 P a g e avi�� sPL. Elite • Repair or replacement programs of manufacturer programs for applicable hardware. • Access to software updates and upgrades for manufacturer program covered hardware. • Insight into an online incident reporting tool for easy ticket awareness. • Eligibility for discounted hourly rates when other Global Support services not included in the Enhanced offering are requested AVI-SPL Global Support and Maintenance PLUS Options Plus Options are available at an additional cost. Our Global Support and Maintenance PLUS Options are additions to the standard offering, customized to your unique environment. PLUS options allow us to take on more of the risk associated with aging equipment, help prevent unexpected expenses, and provide an accelerated on -site response time to get spaces up and running. Add one or multiple options to enable the flexibility needed. Extended Hardware Warranty Corrective Maintenance Visit Accelerated Onsite Response: 4 Hour or Loaner Equipment Next Business Day Preventative Maintenance Check Consumable Replacement Extended Hardware Warranty* We cover repair or replacement cost of malfunctioning equipment. Unforeseen expenses drop significantly as we assume the risk of replacement parts of aging equipment. `owner Furnished Equipment not Included Enhanced On -site Response Optional Next Business Day or four-hour on -site response (each purchased separately) provide the fastest response possible to keep mission -critical situations from escalating. 'Not available In all areas Subject to AVI-SPL approval Preventative Maintenance Check Discover a potential issue before a meeting. On -site visits work around scheduled use of space to ensure equipment is kept in optimal operating conditions. On -site technicians complete a standard checklist and make recommendations to enhance reliability, features, and security. • New Offering; Add a sanitizing deep clean to your preventative maintenance visit. Our manufacturer -approved sanitizing methods ensure your surfaces are safe while not damaging your technology. This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC is the property of AVI•SPL LLC or Its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. ,Z) Copyright AVI-SPL I.I.C. All Rights Reserved AVI SPL LLC Proposal 4. 3bS842 2 AVID SPL" Corrective Maintenance Visit On -site maintenance visits can be purchased up -front and scheduled after a fault has been found to resolve a hardware or software issue and bring the room back to operating specifications. Consumable Replacement Proper maintenance is essential to ensuring equipment reaches it maximum lifespan. Mitigate unknown expenses by including high -volume points of failure (examples include: lamps, bulbs, filters, fuses, batteries). 'Not available in all areas. Subject to AVI-SPL approval Managed Service: AVI-SPL's Managed Services provides technical know-how and purpose-built management tools that improve the user experience, increase reliability, and reduce IT administrative cost for collaboration environments of all sizes and complexity. Collaboration technologies are rapidly evolving. Demands for easy -to -use and reliable communication tools are increasing exponentially. IT teams struggle to support a landscape of platforms, cloud services, room technologies, and solution -based management tools that continuously change. AVI-SPL's Managed Services solves these IT team challenges, providing the technical specialists and a holistic management tool. This streamlines management, improves support responsiveness, and aligns the specific technical expertise w CLOW needed to ensure your business communications tools are available M£rTAY..S f.. when you need them. AVI-SPL's Managed Services is a cloud -based solution with Global Service Operations Centers (GSOC) distributed across the globe. Our team of audio-visual and UCC-certified technicians operate 7x24x365 and follow ITIL best practices. Powered by AVI-SPL Symphony, this team supports the world's largest and most complex collaboration environments. Symphony is AVI-SPL's proprietary user experience management application. Architected from its core to be extendable, scalable, vendor agnostic, and secure, Symphony is the dynamic management application that responds to the collaboration challenges of today and tomorrow. Combining our 40+ years of collaboration experience with the power of single -pane insight enables AVI-SPL to improve the collaboration experience and deliver the reliable business benefits expected from your investment. All of this with a year -over -year customer satisfaction rating average of 44%. Managed Services Starter Package AVI-SPL's Managed Services solution includes device monitoring and control, reporting, analytics, and technical incident management support services. Because it is a cloud -based solution, deployment is both easy and flexible. The Symphony This entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC Is the property or AVI•SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in anyway without the sole written permission of an authorized representative, of AVI-SPL. V copyright AVI-SPL I.I.C. All Rights Reserved AVI SPI LLC Pr•Dposal n. -ibS842 2 AVI��SPL° platform allows for configurable parameters to accommodate workflow, environment, interface, and incident management processes to meet your desired experiences and environments. Inherently scalable, Managed Services is offered as a comprehensive starter package consisting of the core technical support services and software -based toolsets necessary for a successful collaboration experience. The starter package, available with flexible term options, supports up to 25 rooms inclusive of all audio-visual and video conferencing room devices. Our Managed Services can easily scale to support additional rooms, infrastructure devices, third -party integration, third -party cloud administration services, and full -featured video conferencing support and conference automation. Symphony monitors all IP-enabled room devices, including AV and video conferencing devices, persistently verifying equipment is ready for use and operating within desired parameters. When a threshold -based condition is detected, Symphony generates an alert and corresponding ticket. The global AVI-SPL technical help desk performs its investigation and manages the incident through resolution. Symphony provides management reporting and analytics for real-time insights into inventory, users, incidents, and usage. Our services managers work directly with customer -service owners and stakeholders to foster continual improvement in their management philosophy, and proactively identify experience, environment, and cost optimization opportunities. Starter Package Included Services • Room monitoring and control — up to 25 rooms • Alerting, ticking and incident management • Portal reporting and analytics • Symphony cloud connector • Remote connectivity services Included Customizations • Customized portal and email logos • User registration process • Monitoring thresholds and restrictions • LDAP integration for single sign on Service with Insight AVI-SPL's Managed Services Service includes a robust suite of online analytics and reporting available on a 7x24 basis. Access to reports is controlled by individual user account, and permissions can be granted by the AVI SPL help desk or by any customer user who is set up as an account administrator. • Analytics — display data in a dashboard format, providing a visual representation of the data in chart/graph format. Flexible date ranges are supported. Each chart is dynamically customizable, with options to change visualization type, filtering, and, where applicable, drill down/drill up features. Full dashboards or individual dashboard charts can be copied or printed. • Reports — display data in a traditional report tabular format. Data can be manipulated within the report to sort, filter, and change date range criteria. Data can be copied from the interface or exported into a .xlsx or .csv format. Service Management Support The AVI-SPL Account team is responsible for assuring customer satisfaction and provides the following account team resources: This Entire Document and all inforrnabon (including drawings, specifications and designs) presented by AVI-SPL LLC Is the property of AVI-SPL LLC or Its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AV)-SPL. -M Copyright AVI-SPL LLC. All Rights Reserved AVi SPL LLC: Proposal n. 3bS842 2 avi<� sPL3 • Account Manager (AM) — responsible for the overall customer relationship, the account manager ensures AVI-SPL solutions meet customer business needs. Account managers provide life cycle relationship management, working to ensure the solution evolves with changing environments as well as with customer collaboration support strategies. • Service Delivery Manager (SOM) — responsible for ongoing service quality assurance, the SDM provides direct customer support for service billing inquiries, subscription monitoring, Symphony release and maintenance notifications, service performance monitoring, reporting, and end -user web -based training. Symphony - Simple from the Start Every Symphony subscription service is assigned an AVI-SPL project manager and service readiness engineer to ensure your success during the first 90 days of service transition. The project manager will provide you with expert guidance. They will assist you with gathering the required service rmmTinformation and with configuring your Symphony environment so that -t�it aligns with your business rules. Our project management team is your single point of contact for data, network and security, and configuration. Our complete integration management ensures our project resources are coordinated and aligned with your project stakeholders. Managed Services, Available Options Private Cloud Managed Services Private Cloud provides an exclusive cloud environment dedicated to the subscribed customer. Hosted in AWS, Managed Services Private Cloud offers enhanced security, flexibility, and data control- Based on customer need, private cloud instances may be hosted in North America or EMEA, Additional Rooms Symphony scales to any size environment. Room subscriptions can be added at any time, with package options for an additional 25, 100 or 250 rooms. This Entire Document and all Information (including drawings, specifications and designs) presented by AVI-SPL LLC Is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVl-SPL..M Copyright AVI-SPL I.I.C. All Rights Reserved AVI SPL LLC Proposal n: i65842 2 AVID SPL" Infrastructure Monitoring and Support Add infrastructure devices for monitoring and support and control to the Starter Package subscription. The infrastructure license provides monitoring and support services for up to 10 infrastructure devices, including video bridge and call control devices, Ticket Adapter License Integrate your support workflow seamlessly with the Symphony Ticket Adapter License (TAL). TAL provides bi-directional synchronization of tickets between Symphony and third -party ticketing systems like ServiceNow and Salesforce.com. Scheduling Adapter License Simplify room and conferencing scheduling with the Symphony Schedule Adapter License (SAL). SAL provides uni- directional calendaring integration between Symphony and third -party scheduling systems, including Office 365. Automated Conferencing Symphony delivers a robust suite of conference automation capabilities, including web -based reservations and automated conference launching that includes special handling rules for VIP conferences. Producer Attended Conferencing For solutions that include video bridging infrastructure, the customer can schedule a live AVI•SPL conference producer for a setup meet -and -greet, or to be present throughout your entire conference. Conference Recording Services Conference recording is available on a conference -by -conference basis for any scheduled producer -attended conferencing. Conference recording is enabled from the AVI-SPL cloud with no hardware or software requirements for the customer. Recording fees are based on a pay-as-you-go hourly basis. Recordings are hosted for 30 days, during which time they are available for streaming and downloading. Cloud Video Bridging Services Cloud Video Bridging Services is ideal for customers who do not wish to invest in video infrastructure or who are looking migrate to Infrastructure as a Service (laaS) solutions. Managed Services customers who subscribe to Cloud Video Bridging Services can elect from a usage or flat rate billing program. Conference support options include fully automated or high - touch attended conference on a conference -by -conference basis. Either conference experience is supported on a 704 basis by a live technical help desk for in -conference assistance. Connectivity and Security Options While going to the cloud is a significant business trend, not all organizations allow connectivity over the public internet. AVI-SPL offers a variety of secure connectivity options, including IPSec VPN connections or network termination services for customer -supplied dedicated circuits. End -User Training Remote end user training is an available option for purchase by SYaaS customers. End -user training is delivered via webinar for up to 25 participants. This Entire Document and all Information (including drawings, specifications and designs) presented by AVI-SPL LLC Is the property of AVI-SPL LLC or its affiliate.. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL TJ copyright AVI-SPL I.I.C. All Rights Reserved AVI SPL LLC Propo al n. 365841 2 avi�.� sPLz Leasing Through AVI-SPL With the power of AVI-SPL's Global Financial Services on your side, you'll reduce the total cost of ownership of the technology solutions you rely on for business success. By financing your technology through our leasing program, you minimize costs while conserving capital for daily business needs and other strategic investments. Your hardware, software, support, and services can be combined into one convenient, predictable monthly payment. And you can refresh to new technology that matches your future business needs while avoiding expensive support renewals. This Entire Document and all Information (including drawings, specifications and designs) presented by AVI-SPL LLC Is the property of AVI-SPL LLC or Its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. V Copyright AVI-sPL LLC, All Rights Reserved AVI-SPL LLC Proposal ff: 365842 2 F' AV1PLp AVI-SPL Symphony: User Experience Management Application AVI-SPL Symphony is a User Experience Management Application for collaboration technologies that simplifies user engagement, improves meeting success, and enables business outcomes. It is a multi -tenant cloud -based application, focused on monitoring, controlling, scheduling, ticketing, and analyzing of the supporting meeting technology estate within your organization. Deploying Symphony provides an integrated end -to -end collaboration workflow, a single -pane view into the supporting technology estate, and actionable business intelligence. This drives the desired user experience and adoption_ Symphony's simple, clean interfaces provide in-depth looks into the system to easily identify problems and troubleshoot and resolve system issues. Proactive management enables you to save the meeting before end users are impacted, Analytics enable problem management, root cause analysis, and other actionable business intelligence to enable your organization to make improvements with confidence. Providing the deepest look into complete environments, Symphony natively integrates with a variety of devices to provide rich monitoring, ticketing applications, and scheduling applications. Highlights of the Symphony application include: Integrated Workflow Activate services from your native workflow. Symphony combines trouble tickets, scheduling, and cloud video service launching into a centralized operation. Integrating with third -party applications and platforms delivers a global lens into your investments and provides a seamless meeting experience. Single -Pane View View your entire environment — not just a piece of it — from one portal. With the vast number of manufacturers being deployed in a collaboration environment, management of technologies is resulting i in technical resources and administrators operating different tools depending on the technologies in place. With a single portal to see the health, scheduling, and ticketing of rooms, you can proactively monitor and resolve before meetings and users are impacted. 0 Actionable Business Intelligence Technology investments are targeted to enable business success. It's important that you know where your teams are engaging with technology, how your technology is fairing, and that you're maximizing technology and real estate investment. Symphony provides the data behind your environments — you'll be able to see if your teams prefer huddle spaces in San Diego or conference rooms in Boston. This Entire Document and all InformatFon (including drawings, specifications and designs) presented by AVI-SPL LLC Is the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions deliverycapabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in anyway without the sole written permission of an authorized representative of AVI-SPL. S7 Copyright AVI-SPL LLC. All Rights Reserved A'Vs SPL LL( Proposal #. 3b5842 2 -5 1 Page avid sPLF Technology Training When investing in technology, you need to ensure adoption and utilization by your workforce to maximize ROL We want your deployment to be a success and engagement an enjoyable experience for your end user. Each company has unique needs and workforce composition, so each training approach will be custom designed to your company. Trainings utilize a variety of methods, including: • In -Person Trainings • Video Trainings • Post -Training Video Refreshers • Assessment and Feedback Surveys • Quick Reference Guides Collaboration Services AVI-SPL's Cloud Collaboration Services empower the people in your organization to work effectively together by providing useful, reliable, and intuitive communication tools. This goal is made even easier through collaboration services that do away with the need to purchase infrastructure and that put the power of collaboration in the hands of your team members. These services include: • Hosted Infrastructure Services (registration and call control) • Concierge scheduling and production of your video conferencing calls through our Symphony" user experience management application • Virtual Meeting Room, a self-service video collaboration solution This Entire Document and all Information (including drawings, specifications and designs) presented by AVI-SPL LLC is the property of AVI-SPL LLC or Its affiliate,. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in anyway without the sole written permission of an authorized representative of AVI-SPL. xi Copyright AVI-SPL I.I.C. All Rights Reserved AVI SPL. LLC Proposal 4. b5B42 2 P a g r' Investment Summary Prepared For: Brad Gomberg Village of Tequesta 357 Tequesta Dr Jupiter, FL 33469-3088 AVI4CWSPL" Prepared By: Debra Blanco Date Prepared:08/05/2021 Proposal #. 365842-2 Valid Until: 1 09/05/2021 Total Equipment Cost $21,176.84 Includes cable, connectors, hardware, switches, relays, terminal blocks, panels, etc., to ensure complete and operational system Professional Integration Services $7,045.00 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 $738.40 Includes all G & A expenses-. vehicle mileage, shipping and insurance, as applicable Subtotal $28,960.24 Tax Exempt (*) Total $28,960.24 * 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. Signed Purchase orders should be addressed to AVI-SPL LLC Due to global semiconductor ("chip") shortages and supply chain disruptions pricing quoted in this proposal may change. Installation schedules are subiect to current (daily) product availability and may be delayed or postponed_ Printed Date This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AWSPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. (D Copyright AVI-SPL U.C. All Rights Reserved AVID SPL" Services Summary This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. V Copyright AVI-SPL LLC. All Rights Reserved AVI SPL LLC Propusal #: 365842 2 '18 1 P a g e Aud)o Visual Innovations, Inc., a wholly av nad subsidiary o1 AM"14438>15PLIV Scope of Work Client Village of Tequesta Contact Brad Gomberg Project Police Conference Room Upgrades Date July 27, 2021 Proposal plumber 365842-1 Chief Conference Room, Police Day Conference Room AVI-SPL will: • Provide and install one (1) 75" flat panel display on a tilt wall mount. The display will be mounted above the built-in buffet on the side walls approximately 65' above the finished floor to center of display, The display will support viewers up to 20' from the screen. The display will be controlled using the control system or manufacturer supplied remote control. Additionally, the displays will power on/off based on occupancy. oil 7 Stray;%erty Cupcake c..rw.va.�rw.�xas. Additionally, AVI-SPL will provide and install one (1) sliding component storage panel for mounting gear behind the display and allowing easy access to it after the installation. • Provide and install one (1) video bar with a total room coverage of 132.1-degree horizontal FOV and 15x HD zoom at the front of the room below the display to capture the audience. The built-in beamforming microphone includes six omnidirectional beams with a pickup range of 1Sft. Audio Visual Innovations Inc. and Signal Perfection Ltd are wholly owned subsidiaries of AWSPL. Inc. This Entire Document and all information f Including drawings, specif cabons and des4ns) presented by any subsidiary are the property of Avl-SPL Inc. Proprietary information provided to potential customers, clients or agents is for the sate 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 @ Copyrleh' AM-Sf _Wl Ai&6 Reserved 19 I P a g P 'uoa visual innovations, Inc., a wholly owned subsidiary of AV144MOSPLI19 Additionally, AVI•SPL will provide and install two (2) Logitech Rally Mic Pods on the table fed through the existing cubby opening to expand the microphone coverage. 01 A table mic hub to distribute the microphone wiring neatly underneath the table. Provide and install one (1) Logitech Tap System to be used for Microsoft Teams calls. The Tap will run Microsoft Teams natively but will allow for users to connect their laptops via the Swytch adapter at the table to use any conferencing platform on their device, Microsoft Teams Room systems (MTRs) are self- contained presentation and collaboration systems designed to register and work directly to the Microsoft Teams environment within the Microsoft 365 cloud. All operation of collaboration and room control functions ore done through the provided touch panel, The panel interface is a standard program, written by Microsoft; and consistent across all Microsoft Teams clients and devices. This allows users familiar with Microsoft Teams, either on their desktop or mobile device, to easily start and manage meetings with little or no additional training. Please Note k1: The Swytch adapter requires DisplayLink driver installed on the laptop being used. Customer will: • Be responsible for providing power (or power distribution) at the display if there are not enough outlets for the new equipment. If the customer prefers AVI-SPL to provide power distribution, a change order will be issued to add this. • Be responsible for providing and provisioning all network connections, routing, and addressing. • Be responsible for all aspects of the network connection supplied for the MTR deployment, Audio Visual Innovations Inc. and Signal Perfection Ltd are wholly owned substdiarles of AVI-SPL, Inc. This Entire Document and all information (including drawings, specificamns and des4ns) 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 confide c:e. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI SPL LLf AVI-SPL, @Copyright AVI-Sfwc.-ANRightsReserved 20 g f? Aucuo Visual Innovations, Inc., a x'nally u�%nad suosidiary d AVH:WSPL,�!, a. Network performance metrics, as defined by Microsoft, https.,//docs.microsoft.com/en- us/microsoftteams/prepare-network. b, Firewall and additional port configuration to allow access to the Microsoft Teams service. c. Network Quality of Service (QoS) and/or Differentiated Services (DiffServ) tagging, if desired. Provide cable path between the camera and the rack (if not already present). Be responsible for providing system credentials for a properly provisioned and licensed account no less than two (2) weeks prior to system deployment. a- The customer may decide not to provide credentials to AVI-SPL, and to provision the installed MTR themselves. In this case AVI-SPL will be unable to fully test the system before receiving sign- off for the installation. All system components will be tested individually to ensure proper stand- alone function, and project sign -off will be requested before technicians leave site. b. If AVI-SPL Is unable to properly commission and test the system at the time of Installation due to issues with the supplied credentials, an additional site visit may be required. Any additional visits will be billed at the standard contracted labor rate, and scheduling will be done on a best effort basis. General Notes • Every effort shall be made by AVI-SPL team members to preserve the existing interior in its original condition. • AVI-SPL shall provide 1-year Elite Onsite warranty for the products and services provided. + AVI-SPL shall not be responsible for the working condition of the existing equipment and no AVI-SPL warranty shall apply to It. • AVI-SPL shall provide 2 hours of training to the end user upon project's completion. • AVI-SPL shall provide full project's documentation in electronic format upon project's completion. • Ground freight is included. • Work shall be done during the regular business hours. • During the delivery, installation and commissioning of the AV system, parking for AVI-SPL vehicles shall be provided free of charge. • Low voltage permit fees are not included in the proposal and shall be added to the final invoice, as applicable. • Customer Is responsible for any and all electrical; core drilling, drywall repair, painting or modifications to millwork. • Pricing of any Audio, Video and Lighting equipment presented on this package is valid for thirty (30) days starting on the day of the delivery of this proposal- Additionally, AVI SPL LLC quotes are valid for 30 days only. We reserve the right to adjust all prices for materials, freight and labor based on market fluctuations beyond our control. AVI SPL LLC may also substitute materials based on market conditions and availability of products while ensuring a fully functional system. AVI-SPL ustomer _ Print Name: M� ( ►tL \�1 I 11 -- 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 LLC- AVI-SPL, 0 Copyright!Atn•SK AH Rights Reserved - I P '- , <.' AVI SPA" Room Summary - Chief Conference Room Equipment List Mfg Model Description ctty Unit Pricel Extended Price Front Wall CHIEF CHICSSMP15X10 COMPONENT STORAGE PANEL, SLIDING 1 $114.00 $114,00 LOGITECH LOG960001308 WEBCAM, RALLY BAR ALL -IN -ONE VIDEO BAR MEDIUM ROOM(GRAPHITE) 1 $3,308.51 $3,308-51 LOGITECH LOGTAPMSTBASE VIDEO CONFERENCING PACKAGE, BASE BUNDLE, TAP•MICROSFT ROOM 1 $1,981.41 $1,981.41 PEERLESS INDUSTRIES, INC. PEEST680 MOUNT, SECURITY UNIVERSAL TILT FOR 61"-102" FLAT PANELS -BLK 1 $144.38 $144.38 SAMSUNG SAMBE75TH LCD, 75" 4K/UHD 250NIT 4700:1 CONT 16/7 LANDSCAPE TUNER TAA 1 $1,154,92 $1,154.92 " Optional Display Size `" SAMSUNG SAMBE65TH LCD, 65" 4K/UHD 250NIT 4700:1 CONT 16/7 LANDSCAPE TUNER TAA 0 $729.36 $0.00 Table OFE OFE CABLE CUBBY PASS -THROUGH 2 $0,00 $0.00 CONNECTRONICS CONCTXPOI12251CSV EXPRESS KIT, 12' ON TOP OF FLOORING 1 $856-32 $856-32 CONNECTRONICS CONCTXPOlACRIF Rough In Frame (ON) 1 $47.37 $47.37 CONNECTRONICS CONCTACWfv1V1DG Vertical Wire Manager 1 $126,43 $126.43 LOGITECH LDG939001647 RALLY MIC POD HUB 1 $206.82 $206.82 LOGITECH LOG952000009 ADAPTER, LOGITECH SWYTCH 1 $821.07 $821.07 LOGITECH LOG952000019 ADAPTER, LOGITECH CAT5E KIT FOR TAP 1 $332-59 $332.59 LOGITECH LOG952DO0047 CABLE, RALLY MIC POD EXTENSION CABLE 2 $164.63 $329.26 LOGITECH LOG989000430 MICROPHONE POD, ADD ON MIC, OMNI DIRECTIONAL 2 $289.56 $579.12 Ow Misc CABLES TO GO CA841364 CABLE, 6' ULTRA FLEXIBLE HIG H SPEED HDMI W/LOW PROFILE CONN 2 $15.28 $30.56 Subtotal $10,032.76 Room Support and Maintenance Warranty; 3-months $0.00 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of Ab'I-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. O Copyright AVI-SPL I.I.C. All Rights Reserved AVd SPL LLC Propo.,,ti a . 3b5a41 2 21 1 P a, g r: AVIACC,'V�SPL" Equipment Total $10,032.76 Installation Materials $555.66 Professional Services $3,475.00 Direct Costs $0.00 General & Administrative $369.20 Subtotal $14,432.62 For informational purposes only — all Purchase Orders must match Investment Summary details. This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AV]-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. 0 Copyright AVI-5PL LLC- All Rights Reserved AVI SPL LLC Proposal ;;_ . bS842 2 AVID SPL" Room Summary - Police Day Conference Room Equipment List Mfg Model IDescription Qty Unit Price Extended Price @ Front Wall CHIEF CHICSSMP15X10 COMPONENT STORAGE PANEL, SLIDING 1 $114,00 $114.00 LOGITECH LOG960001308 WEBCAM, RALLY BAR ALL -IN -ONE VIDEO BAR MEDIUM ROOM(GRAPHITE) 1 $3,308-51 $3,308-51 LOGITECH LOGTAPMSTBASE VIDEO CONFERENCING PACKAGE, BASE BUNDLE, TAP-MICROSFT ROOM 1 $1,981.41 $1,981.41 PEERLESS INDUSTRIES, INC. PEEST680 MOUNT, SECURITY UNIVERSAL TILT FOR 61"-102" FLAT PANELS -BLK 1 $144.38 $144.38 SAMSUNG SAMBE75TH LCD, 75" 4K/UHD 250NIT 4700:1 CONT 16/7 LANDSCAPE TUNER TAA 1 $1,154.92 $1,154.92 "' Optional Display Size 4. SAMSUNG SAMBE65TH LCD, 65" 4K/UHD 250NIT 4700:1 CONT 16/7 LANDSCAPE TUNER TAA 0 $729.36 $0.00 Table OFE OFE CABLE CUBBY PASS -THROUGH 2 $0.00 $0,00 CONNECTRONICS CONCTXPOI122SICSV EXPRESS KIT, 12' ON TOP OF FLOORING 1 $856.32 $856-32 CONNECTRONICS CONCTXPOlACRIF Rough In Frame (ON) 1 $47.37 $47.37 CONNECTRONICS CONCTACWMVIDG Vertical Wire Manager 1 1 $126-43 $126.43 LOGITECH LDG939001647 RALLY MIC POD HUB 1 $206-82 $206.82 LOGITECH LOG952000009 ADAPTER, LOGITECH SWYTCH 1 $821.07 $821.07 LOGITECH LOG952000019 ADAPTER, LOGITECH CAT5E KIT FOR TAP 1 $332.59 $332-59 LOGITECH LOG952000047 CABLE, RALLY MIC POD EXTENSION CABLE 2 $164-63 $329.26 LOGITECH LOG989000430 MICROPHONE POD, ADD ON MIC, OMNI DIRECTIONAL 2 $289.56 $579.12 Misc CABLES TO GO CAB41364 CABLE, 6' ULTRA FLEXIBLE HIG H SPEED HDMI W/LOW PROFILE CONN 2 $15.28 $30.56 Subtotal $10,032.76 Room Support and Maintenance Warranty; 3-months $0.00 This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. Cc; Copyright AV]-SPL LLC. All Rights Reserved AVti SPL LLC F'ropos."l 4. ibsb-12 2 AVIh�SPL" Equipment Total $10,032.76 Installation Materials $555.66 Professional Services $3,570.00 Direct Costs $0.00 General & Administrative $369.20 Subtotal $14,527.62 For informational purposes only - all Purchase Orders must match Investment Summary details. This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL C' Copyright AVI-SPL LLC. All Rights Reserved Ald, "!'L L L r'r.,pas::• a: 3b;a4) 2 AVI{�`"`� SPL" Integration Inclusions & Exclusions Inclusions The following items are INCLUDED in this proposal unless specifically noted otherwise within this proposal document or scope of work statement: • All equipment, wire and accessories required for a fully functional audio/visual system per the agreed upon scope of work. • Non -union labor associated with audio/visual system engineering, installation, programming and testing. • Documentation package including complete as -built AV system diagrams and manufacturer's operation manuals. • Coordination and cooperation with the construction team in regards to installing the system. • User demonstration of full AV system operation for final sign -off. Any additional trips, labor or materials due to failure of the other work forces to have the audiovisual system rough -in work completed as anticipated and previously confirmed, will be added to the project billing as required. Unless otherwise agreed in writing by AVI-SPL, all work performed by AVI-SPL will take place between the hours of 8:00 a.m. and 6:00 p.m. local time, Monday through Friday, excluding public and bank holidays. If AVI•SPL is required to perform work outside of these hours, customer will be charged AVI-SPL's standard overtime rates. Any changes in the hours or days of performance must be agreed to in writing by AVI-SPL. Where applicable, the owner's architect will provide AVI-SPL's engineering department with all required architectural floor, reflected ceiling, building elevation, and section plans in AutoCAD" format at no charge to AVI-SPL. Exclusions The following items are EXCLUDED from this proposal unless specifically identified otherwise within this proposal document or scope of work statement. • All conduits, high voltage wiring panels, breakers, relays, boxes, receptacles, etc. Any related electrical work including but not limited to 110VAC, conduit, core drilling, raceway and boxes- • Voice/data cabling, IE analogue phone lines, ISDN lines, network ports, etc. • Network connectivity, routing, switching and port configuration necessary to support audiovisual equipment. • Concrete saw cutting and/or core drilling. • Fire wall, ceiling, roof and floor penetration, patching, removal or fire stopping. • Necessary sheet rock replacement, ceiling tile, T-bar replacement and/or wall/ceiling repair. • Any and all millwork (moldings, trim, etc.). All millwork or modifications to project millwork/furniture to accommodate the AV equipment is to be provided by others. • Painting, patching or finishing of architectural surfaces. • Permits (unless specifically provided for elsewhere in this proposal document or scope of work statement). • Engineered (P.E,) seals and/or stamped structural/system details. • HVAC and plumbing relocation. • Rough -in, bracing, framing or finish trim carpentry for installation. • Cutting, structural welding, or reinforcement of structural steel members required for support of assemblies, if required. • Owner furnished equipment or equipment furnished by others that is integrated into the systems (as described above) is assumed to be current, industry acceptable and in good working order. If it is determined that this equipment is faulty upon installation, additional project charges may be incurred. • Additional or specific manufacturer's "User Adoption" training. • Additional costs for union labor. This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC is the property of AVI-SPL or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. 0 Copyright AVI-SPL I.I.C. All Rights Reserved 4VI SPL LLC Proposal n. 365842 2 2t- I P i3 g s' General Terms and Conditions 1. Applicability of Terms 1A These General Terms and Conditions (together with any addenda attached hereto and incorporated herein by this reference, the "Terms and Conditions") and the accompanying Audiovisual Solutions Proposal (the "Proposal") are the only terms and conditions which govern the sale of the equipment and any related software (the "Products") and services (the "Services") specified In the Proposal by AVI-SPL LLC ("Seller") to the buyer/customer identified in the Proposal ["Buyer). Seller and Buyer may be individually referred to as a "Parry" and collectively as "Parties " 1.2 The Terms and Conditions and the Proposal (collectively, the "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of a conflict or inconsistency between the General Terms and Conditions and any addendum, the addendum shall prevail to the extent of such conflict or inconsistency- In the event of a conflict between the Terms and Conditions and the Proposal, the Terms and Conditions shall prevail to the extent of such conflict or inconsistency. Notwithstanding anything herein to the contrary, if a master services agreement signed by both Parties is in effect covering the sale of the Products and Services that are the subject of the Proposal, the terms and conditions of said agreement shall prevail to the extent they conflict or are Inconsistent with these Terms and Conditions. 2. Acceptance and Modification of Terms 2.1 This Agreement shall not be binding upon Seller until accepted by Buyer as set forth in this sub -Section 2.1 and the earlier of Seller's confirmation in writing of Buyers order and Sellers performance under the applicable Proposal. Buyers signed acceptance of the Agreement, issuance of order against the Agreement, payment for any of the Products or Services contained In the Agreement, or receipt of the Products or Services contained in the Agreement, whichever occurs first, shall constitute Buyer's acceptance of this Agreement, 2.2 Any modification, addition to, or waiver of any of this Agreement shall not be effective unless in writing and signed by an authorized representative of Seller, and any different or conflicting terms appearing in Buyer's purchase order or other documents are expressly rejected by Seller. No relaxation, forbearance or indulgence by a Party in enforcing any of the terms and conditions of this Agreement or the granting of any time to the other Party shall prejudice or restrict the rights and powers of a Party hereunder, nor shall waiver of any breach hereof operate as a waiver of any subsequent or continuing breach hereof. 3. Delivery 3A Seger will use its best efforts to deliver the Products In accordance with the Buyer requested delivery date, subject to receipt of all necessary information from Buyer and Buyers compliance with Sellers reasonable instructions for site readiness. Shipping and installation dates are approximate only, and Seller shall not be liable for failures of or delays in manufacture, delivery or installation resulting from any cause or causes beyond its reasonable control and without its fault or negligence. AVI��SPL' 3.2 Any delay due to causes beyond Seller's reasonable control and without Sellers fault or negligence shall extend delivery and installation dates to the extent caused thereby. Seller will use reasonable efforts to timely notify Buyer in the event of a delay. Buyer shall reimburse the Seller its reasonable additional expenses resulting from any Buyer -caused delay. When delivery of the Products is delayed at the request of the Buyer and the Products have already been shipped by Sellers vendor, Seller will place the Products in storage and invoice Buyer the price of such Products, which will be promptly paid. Seller shall not be liable, and the Buyer shall have no right to cancel or rescind this Agreement, in the event of any delay due to causes beyond Sellers reasonable control and without Seller's fault or negligence, and Buyer shall accept such delayed performance by Seller. The Buyers receipt of the Products shall constitute a waiver of any claims for delay. 4. Billing and Payment Terms Unless otherwise agreed in writing by Buyer and Seller in the Proposal, the total Proposal price, excluding the price for Stand-alone Services [as defined in this section), shall be billed as follows, subject to continuing credit approval: So% down payment at time of order, 40%upon delivery at Seller; 10%upon project completion and Buyer sign -off or first beneficial use, whichever occurs first, payable net 30 from Buyers receipt of invoice. For purposes of this Agreement, "Stand-alone Services" means any Services not attached to an Installation project, Unless otherwise specified in the Proposal, Products are sold F.O.B, origin -Buyer to pay all shipping charges. If this Proposal covers Products or Services for more than one system, room, suite, or location, for purposes of payment in accordance with payment terms stated on the face hereof each room, suite, or location shall be treated as if the subject of a separate sale and payment made accordingly. Unless otherwise specified in the Proposal, all pricing and amounts are in US Dollars and all billing and payment shall be made in US Dollars. 5. Buyer in Arrears or Default In the event Buyer is in arrears with any payment due from it to Seller at anytime, whether in respect of the Proposal price or any other amount due from the Buyer to the Seller under the terms of this Agreement, the amount in arrears shall bear interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, as from the date each amount falls due, pending actual payment thereof in full, without prejudice to any relief or remedy available to Seller. Upon notice to Buyer and without waiving any other rights or remedies to which it may be entitled, Seller shall have the right to suspend or terminate performance of the Services or delivery of the Products until payment of the amount in arrears Is received, decide not to fulfill additional orders from Buyer and/or seek collection of all amounts due. Seller shall have no liability to Buyer for any such suspension or termination. In the event of any action by Seller to collect any amount not paid when due, Buyer will reimburse Seller for its costs of collection (including, without limitation, any reasonable attorneys' fees). In the event of Buyers default, Seller may also, without notice, peaceably enter any premises in which the Products are located and remove, hold and sell them in accordance with applicable law, to satisfy in whole or in part Buyers obligations. 6. Title and Risk of Loss 6.1 Title to the Products shall pass to Buyer upon delivery, subject to the manufacturers or Sellers software license (If applicable) and a purchase money This Entire Document and all Information (Including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. ® Copyright AVI-SPL LLC. All Rights Reserved AVI SPL LLC Proposal #: 365842 2 2/ I P a g f security interest retained by Seller in the Products sold and the proceeds thereof until payment of all amounts then due to Seller. Seller shall be entitled to remove the Products from the Buyer's premises if all payments are not made when due, Buyer agrees to reasonably cooperate with Seller in the execution and filing of financing statements under the Uniform Commercial Code or other documents as Seller reasonably requests to protect its security interest. 6.2 Risk of loss or damage to the Products or any part thereof shall pass to the Buyer upon delivery. 7. Installation and Site Preparation 7.1 Installation (e.g. field assembly, interconnection, equipment calibration and checkout) is to be performed by the Seller's trained technical employees. The Seller shall be entitled to employ subcontractors and/or agents to assist in or carry out, in whole or In part, the installation. In the event Installation by Seller employees Is prevented by trade unions, the Buyer shall arrange with the trade unions at Its own expense to complete installation. The Seller is thereafter liable only for engineering supervision of installation. 7.2 The Seller shall reasonably coordinate and cooperate with other trades to facilitate satisfactory work progress. If the Seller's work In progress is Impeded by other trades and/or contractors (excluding the Seller's own subcontractors) or by scheduling delays due to the Buyer, time delays in the final installation as well as additional charges, including labor, travel and other reasonable expenses, may result. 7.3 The Buyer shall be responsible for preparing, at its own expense, the installation site in accordance with the Seller's reasonable instructions, including the requirements specified in the Proposal. In no event shall the Seller be responsible for any high voltage electrical work, ceiling modifications, structural modifications, or mechanical systems modifications. Unless otherwise agreed in writing in the Proposal, Buyer shall provide the Seller with source code for any non -Seller programmed remote control system required to be modified under the terms of this Agreement B. Access to Project Site 8.1 The Buyer shall provide the Seller with reasonable access to the installation site before delivery, for purposes of determining site readiness for installation, and shall designate an individual on Buyer's staff to serve as a contact person for all site preparation and installation issues. Buyer shall provide the Seller with free access to the installation site for the purpose of preparation for installation. 8.2 Buyer shall obtain at its expense and keep effective all permissions, licenses, and permits whenever required in connection with the installation and/or use of the Products and the premises where the Products shall be situated. 9. Warranty 9.1 Seller warrants that: (a) Immediately prior to delivery, it had good title to the Products, free from any lien or encumbrance unless otherwise specified; (b) For a period of ninety (90) days from delivery and acceptance of the Products and Services, or, with respect to Products manufactured by a third party, such longer period of time provided by such manufacturer, the Products and Services will (i) be free from defects in materials or workmanship and (ii) conform to the requirements of the Proposal, Including any instructions, specifications and documentation Incorporated therein; AVIA<��-SPL" (c) It is in compliance with all applicable federal, state and local laws, regulations and standards relating to the sale and transportation of the supplies or items, and provision of the Products including all applicable U.S. and foreign anti -corruption laws, including without limitation, the U.S. Foreign Corrupt Practices Act ("FCPA"I; and (d) With respect to Services, Seller's personnel shall possess the requisite level of training, skill and experience to address the requisite tasks efficiently and will perform the Services provided hereunder in a professional and workmanlike manner consistent with generally accepted industry standards. 9.2 Seller shall not be liable for nor have any warranty obligations with respect to Products that are in any way misused, altered and/or repaired by someone other than a representative of the Seller which, within the sole, reasonable judgment of the Seller, results in an adverse effect, including effects upon performance or reliability of the Products. 9.3 In order to make a warranty claim, Buyer shall promptly notify Seller in writing and Seller will, subject to the applicable manufacturer's warranty policy, repair or replace such defective Product at no cost to Buyer. Seller will attempt to reply to warranty claims received from Buyer prior to 1:00 p.m- within forty-eight hours. Normal working hours are 8 a.m. to 5 p.m., Monday through Friday, excluding legal holidays. Buyer shall reasonably and promptly cooperate with Seller's request for information regarding the claim and with return of the defective Product If required. 9.4 Except as otherwise specified in this Agreement, no warranty whatsoever is provided by the Seller hereunder as to Products manufactured by anyone other than the Seller, including but not limited to, cables, lamps, batteries, glassware, and evacuated devices (including valve, cathode ray tubes, and other special electron tubes)_ Seller's sole obligation with respect to Products manufactured by someone other than Seller shall be to pass through the applicable warranties, If any, provided by the manufacturer. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALLOTHER WARRANTIES, WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY. NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY, 10. Buyer ResponslbiRtiies Buyer or any user of the Products shall (i) notify Seller as soon as any unusual operating peculiarity appears, and (li) operate the Products In a safe and competent manner in strict compliance with the Product specifications and operating procedures and applicable laws and government regulations. In the event the Buyer or any user of the Products fads to comply with this Section 10, Seller's warranties and its obligations hereunder shall terminate without notice to Buyer. 11. Limitatlon of UabBity and Exclusion of Damages TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INDIRECT DAMAGES, LOST BUSINESS PROFITS, OR LOSS, DAMAGE OR DESTRUCTION OF DATA, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT AND THE RELATIONSHIP AND/OR DEALINGS BETWEEN BUYER AND SELLER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SAME. EXCEPT FOR SELLER'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, SELLER'S AGGREGATE UABILfTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY BUYER UNDER THIS AGREEMENT. THE ABOVE LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate, Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in anyway without the sole written permission of an authorized representative of AVI-SPL, O Copyright AVI-SPL LLC. All Rights Reserved AVI SPL LLC Proposal #: 365842 2 28 1 P a a e 12. Taxes 12.1 Any and all taxes levied or based on the prices in this Agreement, or the Products being sold hereunder, exclusive of any taxes based on net income, shall be added to the purchase prices set forth in the Proposal, except to the extent the Buyer provides the Seiler with a valid tax exemption certificate approved by Seller, 121 All payments to be made hereunder shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, Imports, duties, charges, fees and withholdings of any nature now or hereafter Imposed by any governmental, fiscal of other authority save as required by law. If Buyer Is compelled to make any such deduction, it will pay to Seiler such additional amounts as are necessary to ensure receipt by Seller of the foil amount which Seller would have received but for the deduction. 13. Confidentiality 13.1 Each Party may from time to time during the Agreement, in the course of discussions or dealings with each other, receive or learn, orally, visually or through any tangible medium, certain information regarding the other Party's business, Including but not limited to, its products, inventions, operations, methodologies, systems, processes, product development plans or intentions, know-how, designs, trade secrets, market opportunities, business or financial affairs, and technical, marketing, financial, employees, planning, intellectual property and other confidential or proprietary information ("Confidential Information'). Confidential Information does not include, and the restrictions in this Agreement shall not apply with respect to, information (I) possessed by or independently developed by the receiving Party prior to any disclosure, (ii) obtained from sources other than the disclosing Party, which sources had no obligation of confidentiality to disclosing Party with respect to the Confidential Information, or (iii) which is within the public domain when disclosed or becomes part of the public domain after disclosed to the receiving Party without fault on the part of the receiving Party. Seller's Confidential Information also Includes the terms of this Agreement. 13.2 The Confidential Information of a Party belongs to that Party. The receiving Party will not disclose the Confidential Information of the disclosing Party to any third party without the disclosing Party's prior written consent The receiving Party will not use the Confidential Information of the disclosing Party for any purpose not expressly permitted by this Agreement or to carry out the Services or the sale of Products, and will disclose the Confidential information of the disclosing Party only to the employees or contractors of the receiving Party who have a need to know such Confidential Information for purposes of carrying out the Services or the sale of Products and who are under a duty of confidentiality no less restrictive than the receiving Parry's duty hereunder. Receiving Party will protect the disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as the receiving Party protects its awn confidential or proprietary information of a similar nature and with no less than reasonable care- 13.3 Receiving Party will, upon completion or termination of this Agreement or promptly upon request from the disclosing Party, return or destroy all Confidential Information of the disclosing Party, including any documents or materials that contain any Confidential Information of the disclosing Party. Notwithstanding anything to the contrary in this Agreement, the receiving Party (i) may retain one (1) copy of the disclosing Party's Confidential Information solely for archival, audit disaster recovery, legal or regulatory purposes and (N) will not be required to search archived electronic back-up files of its computer systems for the disclosing Parts Confidential Information in order to purge the disclosing Party s Confidential Information from its archived files; provided, however, that the receiving Party must (i) maintain its confidentiality under this Agreement as if it were still in effect, and AVlACWSPL" [li) not use the retained Confidential Information of the disclosing Party for any other purpose, 13.4 The Parties recognize that a violation of this Section 13 can cause irreparable harm to the business of the disclosing Party that could not be adequately compensated by the payment of money damages and agree that the disclosing Party may seek injunctive relief against any actual or threatened breach of this Section 13 in addition to any other available legal and equitable remedies. The prevailing Party in any action to enforce this Section 13 shall be entitled to recover from the non - prevailing Party reasonable attorneys' fees in addition to other relief granted in such action. 14. Force Majeure Except for payment for amounts due under the Agreement, neither Party will be liable to the other for delays or failures to perform occasioned by causes beyond its reasonable control and without its fault or negligence. Such acts or events shall include but not be limited to, acts of God, civil or military authority, civil disturbance, riot, fire, strikes, lockouts or slowdowns, factory or labor conditions, inability to obtain necessary labor, materials or manufacturing facilities, and delayed issuance of export control licenses. In the event of such delays or failures to perform, any dates or times by which either Party is otherwise scheduled to perform shall be extended automatically fora period of time equal in duration to the additional time required because of the delay or faikrre to perform- The Party claiming force majeure shall promptly inform the other Party of any event of force majeure, and Its expected duration and cessation. The Party claiming force majeure shall use Its best efforts to mitigate such effects to the extent reasonably practicable. 15. Return/Cancellation Policy In the event Buyer wishes to return, cancel, exchange or terminate any Products based on reasons outside of Seller's control, including but not limited to Buyer's cancellation or termination of this Agreement or any portion thereof for its convenience, Buyer agrees, in addition to any other amounts due under this Agreement, to reimburse Seller at cost for (i) any and all third party cancellation/restocking fees incurred by Seller and (h) where applicable, return shipping costs. Buyer understands and agrees that Seller may be unable to return certain Products to the manufacturer for a full refund or payment of a cancellationlrestocking fee, including but not limited to Products that are custom or semi -custom, Products that have been removed from their original packaging and Products that have been in the possession of Buyer or stored by Seller for Buyer for an extended period of time. If Buyer wishes to return, cancel, exchange or terminate a Product due to reasons outside of Seller's reasonable control and Seller is unable to return the Product to the manufacturer for refund of full Product price or payment of a cancellation/restocking fee, Buyer shall be responsible for paying Seller the full Product price. If the non -returnable Product is in Sellers possession of is in transit from Seller's manufacturer, Seller will, if requested by Buyer within ten (10) days of Buyer's notice of return/cancellation/exchange/termination, deliver the Product to Buyer within a reasonable period of time following Buyer's payment of the full Product price and shipping costs. 16. Termination 16.1 Seller may, without prejudice to any rights or remed ies available to Sel ler under this Agreement, at law or inequity, terminate this Agreement immediately for cause in the event Buyer breaches a material term of this Agreement (it being understood that Buyer's payment obligations shall constitute a material term) and such breach is not cured within thirty (30) days after written notice thereof. Seller may also, without prejudice to any rights or remedies available to Seller under this Agreement, at law of in equity, terminate this Agreement immediately for cause upon written This Entire Document and all Information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. ® Copyright AVI-SPL I.I.C. All Rights Reserved 4VI SPL LLC Proposal 4: 365842 2 29 1 P a g c. notice If Buyer: {I) breaches a material term of this Agreement and such breach Is Incapable of cure, (li) fails on multiple occasions to pay any amounts when due, (ili) is declared insolvent or adjudged bankrupt by any court of competent jurisdiction, or (iv) makes an assignment for the benefit of creditors, or a petition in bankruptcy or reorganization or an arrangement with creditors is filed by or against Buyer and not dismissed within thirty (30) days. Upon Seller's termination of this Agreement for cause, without waiving or otherwise limiting any other remedies available to Seller under this Agreement, at law or in equity, Buyer shall become immediately liable for any outstanding charges for Products delivered and/or Services performed up to the date of termination, any third party restocking/cancellation fees incurred by Seller, and any interest on any and all past due charges as set forth in this Agreement. 16.2 Buyer may, without prejudice to any rights or remedies available to Buyer under this Agreement, at law or in equity, terminate this Agreement immediately for cause in the event Seller breaches a material term of this Agreement and such breach is not cured within thirty (30) days after written notice thereof. Buyer may also, without prejudice to any rights or remedies available to Buyer under this Agreement, at law or in equity, terminate this Agreement immediately for cause upon written notice if Seller: (i) breaches a material term of this Agreement and such breach is incapable of cure, (ii) is declared insolvent or adjudged bankrupt by any court of competent jurisdiction, or (iii) makes an assignment for the benefit of creditors, or a petition in bankruptcy or reorganization or an arrangement with creditors is filed by or against Buyer and not dismissed within thirty (30) days. 16.3 Buyer may, upon written notice to Seller, terminate this Agreement for its convenience provided, however, that Seller shall be paid for all products delivered and Services performed up to the effective date of termination (less amounts already paid) plus reimbursed at cost for any third party restocking/cancellation fees and, where applicable, return shipping costs, in accordance with Section 15. For any non -returnable items, Buyer shall pay Seller for the full Product price and, where applicable, shipping costs, in accordance with Section 15. 16.4 Upon am/expiration or termination of this Agreement, in addition to any other provisions of this Agreement that state survival after termination or expiration of this Agreement, and notwithstanding expiration, completion or termination of this Agreement, the Parties shall continue to be bound by the provisions of this Agreement that, by their nature, shall survive such completion or termination, including without limitation provisions relating to warranties, governing law and jurisdiction, and confidentiality, AVI�*0-- SPL' 17. Governing Law and Jurisdiction 17-1 This Agreement shall be interpreted in accordance with and governed in all respects by the laws of the State of Florida without giving effect to Its conflicts of law rules. Any dispute related to, arising out of, or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Hillsborough County, Florida and the Un iced States District Court for the Middle District of Florida, In the event of legal proceedings arising out of or relating to this Agreement, the prevailing Party, as determined by the court, shall be entitled to recover, from the non -prevailing Party, reasonable costs suffered or incurred in connection with such proceedings inducting, but not limited to, court fees, attorneys' fees, expenses and costs of investigation and court. 17.2 TOTHE FULLEST EXTENT PERMITTED BYAPPLICABLE LAWS, SELLER AND BUYER EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THIS AGREEMENT. SELLER AND BUYER FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON JURY. 18. Miscellaneous 18.1 The Proposal shall be firm for the period shown on the face of the Proposal, subject to withdrawal or change by the Seller upon notice at any time prior to Buyer's acceptance. Notwithstanding the foregoing, the Seller shall have the right to amend the price of the Products to reflect current conditions that affect the price, including increase in raw material prices, and tariffs that had not been imposed at the time this Agreement was submitted to Buyer. Buyer Acceptance x.. 6 Signed Name Printed Name, Title .� 18.2 In providing the Products, Seller shall be deemed to be an Independent contractor and Its personnel and representatives shall not act as nor be Buyers agents or employees. Seller shall have complete charge and responsibility for personnel employed or engaged by Seller. 18.3 Buyer may not assign any of its rights or obligations under this Agreement, including by purchase, merger or operation of law, without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Seller may assign this Agreement to any of its affiliates or any successor of all or substantially all of Its business. Any attempted assignment or transfer in violation of this sub - Section 18.3 shall be null and void. 18.4 If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the remaining terms of this Agreement shall in no way be affected or impaired. Company Name Date This Entire Document and all Information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary Information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AVI-SPL. 0 Copyright AVI-SPL LLC. All Rights Reserved AVI SPL LLC Proposal #t: 365942 2 30 1 P a g c AVI�� SPL" Addendum to General Terms and Conditions — Software License The following terms supplement and modify the General Terms and Conditions as they apply to Seller's provision of control system integration and programming as more particularly described in this Addendum and the Proposal. Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the General Terms and Conditions. 1. Ucense Grant and ownership 1A Seller hereby grants to Buyer a worldwide, perpetual, non - exclusive, non - transferable license to all Software for its use in connection with the establishment, use, maintenance and modification of the control system implemented by Seller. The term "Software" for the purposes of this Software License shall refer to all source code, executable object code, and the patches, scripts, modifications, enhancements, designs, concepts or other materials that constitute the software programs necessary for the proper function and operation of the control system as delivered by Seller and accepted by Buyer. 1.2 Except as expressly set forth In this paragraph, Seller shall at all times own all intellectual property rights to the Software. Any and all licenses, product warranties or service contracts provided by third parties in connection with the Software or control system In which such Software is implemented shall be delivered to Buyer for the sole benefit of Buyer. 1.3 Buyer may supply to Seller or allow Seller to use certain proprietary information, Including service marks, logos, graphics, software, documents and business information and plans that have been authored or pre -owned by Buyer- All such intellectual property shall remain the exclusive property of Buyer and shall not be used by Seller for any purposes other than those associated with delivery of the control system. 2. Copies, Modification and the 2.1 Buyer may make copies of the Software solely for archival purposes and as required for modifications to the control system in which such Software is implemented. All copies and distribution of the Software shall remain within the direct control of Buyer and its representatives, 2.2 Buyer may make modifications to the source code version of the Software, if and only if the results of all such modifications are applied safety to the control system In which the Software is Implemented. In no way does this Software Ucense confer any right in Buyer to license, sublicense, sell, or otherwise authorize the use or distribution of the Software, whether in executable form, source code or otherwise, by any third parties, except in connection with the use of the control system for Buyer's internal business needs. 2.3 All express or implied warranties relating to the Software shall be deemed null and void in case of any modification to the Software made by any party other than Seller or Seller's authorized personnel. 3. Warranties and Representations 3.1 the Software and all intellectual property therein, are original to Setter or its third party licensors; and 3.2 the Software, as delivered by Seller as part of the control system, will not infringe or otherwise violate the intellectual property rights of any third party. 4. Indemnification 4.1 Seller hereby Indemnifies and shall defend and hold harmless Buyer, its parent companies and its and their subsidiaries, affiliates, officers, directors, employees, agents and subcontractors from and against all liability, damages, loss, cost or expense, including but not limited to reasonable attorneys' fees and expenses, arising out of or in connection with any third party claims that the Software as delivered by Setter or any intellectual property therein infringes or otherwise violates any rights of any such third party. In no event will Seller have any obligations under this provision in the event such Infringement results from (i) use of the Software or control system in which it is implemented in violation of this Software License, (ii) modification or alteration of the Software or the control system in which It is Implemented by someone other than Seller or Seller's authorized personnel, ( id) content or specifications provided by Buyer, or (iv) use of the Software or control system in which it is implemented In combination with any other software, hardware, services or other materiats other than as provided by Seller or authorized in the applicable manufacturer specifications. 4.2 Buyer hereby indemnifies and shall defend and hold harmless Seller, its parent companies and its and their subsidiaries, affiliates, officers, directors, employees, agents and third party licensors from and against all liability, damages, loss, cost or expense, including but not limited to reasonable attorneys' fees and expenses, arising out of or in connection with any third party claims that Buyer's use of the Software In contravention of the grant of rights In this Software License infringes or otherwise violates any rights of any such third party. 4.3 Upon the assertion of any claim or the commencement of any suit or proceeding against an indemnitee by any third party that may give rise to liability of an indemnitor hereunder, the indemnitee shall promptly notify the Indemnitor of the existence of such a claim and shall give the indemnitor reasonable opportunity to defend and to settle the claim at Its own expense and with counsel of its own selection. The indemnitee shall cooperate with the indemnitor, shall at all times have the full right to participate in such a defense at its own expense and shall not be obligated, against Its consent, to participate in any settlement which it reasonably believes would have an adverse effect on its business. S. Term and Termination This Software License will automatically terminate upon the disassembly of the control system in which the Software is implemented, unless the control system is reassembled in its original configuration in another location. Saber may terminate this Software License upon notice for Buyer's failure to comply with any of the terms set forth in this Software Ucense. Upon termination, Buyer is obligated to immediately destroy the Software, Including all copies and modifications. This Entire Document and all Information (including drawings, specifications and designs) presented by AVI-SPL LLC are the property of AVI-SPL LLC or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sole purpose of demonstrating solutions delivery capabilities and shall be held in confidence. These Materials may not be copied, distributed or disclosed in any way without the sole written permission of an authorized representative of AV[-SPL. © Copyright AVI-SPL LLC. All Rights Reserved AW SPL LLC Proposal ##: 365842 2 AVID-,,� SPL' Addendum to General Terms and Conditions — Global Chip Shortage Due to global semiconductor chip shortages, Seller is experiencing longer than normal lead times on equipment. As a result, Seller cannot guarantee lead times on equipment and will not be liable for any delays in equipment delivery to the extent caused by such shortages. However, Seller is working with its global suppliers on a daily basis to understand the impact of this chip shortage on delivery timelines and will use reasonable efforts to keep Buyer apprised of anticipated delivery timelines and delays. Should Buyer elect to purchase equipment immediately upon placement of order to mitigate delays, Seller will immediately bill Buyer upon placement of such order and Buyer shall pay for such equipment within the payment terms (e.g. net 30) specified herein, regardless of any other agreed upon billing terms or billing terms specified herein. AVI-SPL will store such equipment in its warehouse until delivery to Buyer. Warranty on such equipment shall commence upon delivery of the equipment to AVI-SPL's warehouse, notwithstanding any other agreed upon warranty terms or warranty terms specified herein. This Entire Document and all information (including drawings, specifications and designs) presented by AVI-SPL LLC is the property of AVI-SPL or its affiliate. Proprietary information provided to potential customers, clients or agents is for the sale 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 permissson of an authorized representative of AVI-SPL. 9 Copyright AVI-SPL LLC, All Rights Reserved