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040224-06.4
ADMINISTRATIVE STAFF REPORT 6.4 TO: Mayor and Town Council April 2, 2024 SUBJECT: Resolution No. 23-2024, authorizing the Town Manager to execute a contract with Avidex Industries, LLC for technology upgrades at the Town Meeting Hall, and appropriating funds for the project BACKGROUND Capital Improvement Program Project B-641 includes funding to upgrade aging technology components and features at the Town Meeting Hall. The Town Meeting Hall is the venue used for Town Council and Commission meetings as well as a location for numerous Town classes, programs and activities. Originally acquired and renovated by the Town in the late 1980s, the facility has undergone periodic upgrades to the Audio/Visual (AV) systems as needs have changed and technology has evolved over decades of use. The core AV components were last upgraded over 10 years ago and the Town now experiences intermittent issues with video feeds and other random problems. Owing to the age of the system, the projector, screen, microphones, and control systems are also starting to experience issues that can only be addressed with an overall upgrade of these components. DISCUSSION A system assessment has been performed by the Town’s current AV vendor Avidex Industries, LLC. An extensive review of the system and its components has determined that there are multiple pieces of equipment that have reached the end of their useful life and will need to be replaced. The consultant has also provided a comprehensive proposal to provide, install and configure the new system, which will include the following equipment: 1. video transport and audio systems, and a streaming media processor 2. a 150 inch LED Video Wall 3. a high-definition streaming pan-tilt-zoom (PTZ) camera 4. wireless conferencing microphones for the dais 5. an assistive listening system 6. a high-definition touch screen A/V controller Upgrade AV System in April 2, 2024 the Town Meeting Hall 2 This project will stabilize and improve system quality and performance and assist the Town with its audio visual and technological needs. Additional work required to modify the west facing ceiling and soffit to accommodate the new video wall will be perfromed under a separate contract. PUBLIC CONTACT Posting the meeting agenda serves as notice to the general public. FISCAL IMPACT CIP Project B-641 includes $200,000 in previously appropriated funds for this project. The total contract amount to complete the AV work is $248,331. A construction contingency of 7.5% or $18,625 is recommended, for a total cost of $266,956. An additional appropriation of $66,956 is recommended from available Contingency Funds to complete this project. RECOMMENDATION Adopt Resolution No. 23-2024, authorizing the Town Manager to execute a contract with Avidex Industries, LLC for technology upgrades at the Town Meeting Hall, and appropriating funds for the project. Prepared by: Matt Hull Chief Technology Officer Reviewed by: Lani Ha Finance Director/Treasurer Attachments: A - Resolution No. 23-2024 B - Avidex Industries, LLC contract RESOLUTION NO. 23-2024 AUTHORIZING THE TOWN MANAGER TO EXECUTE A CONTRACT WITH AVIDEX INDUSTRIES, LLC FOR TECHNOLOGY UPGRADES AT THE TOWN MEETING HALL, AND APPROPRIATING FUNDS FOR THE PROJECT WHEREAS, the Town of Danville uses complex audio visual technology in the Town Meeting Hall for Town Council and other official meetings and purposes; and WHEREAS, the Town has performed an extensive system assessment of the existing AV system which has determined that there are multiple pieces of equipment that have reached the end of their useful life and will need to be replaced; and WHEREAS, upgrading this technology will improve the reliability and avoid service disruptions for users of the Town Meeting Hall and the community; and WHEREAS, Project B-641 included as a part of the Town’s Capital Improvement Program has previously appropriated $200,000 for this project; now, therefore, be it RESOLVED, that the Danville Town Council hereby authorizes the Town Manager to execute a contract with Avidex Industries, LLC to install audio/video technology upgrades at the Town Meeting Hall; and, be it further RESOLVED, that the Danville Town Council hereby appropriates $66,596 from the Contingency Fund to complete the project. APPROVED by the Danville Town Council at a regular meeting on April 2, 2024 by the following vote: AYES: NOES: ABSTAINED: ABSENT: MAYOR APPROVED AS TO FORM: ATTEST: _________________________ ________________________ CITY ATTORNEY CITY CLERK DocuSign Envelope ID: C3A84402-6B58-455D-AB1D-FD08B1CB8B88 ATTACHMENT A AVIDEX INDUSTRIES, LLC 1 February 29, 2024 CA LOW VOLTAGE LICENSE CSLB #981651 | WA Limited Energy License AVIDEIL963CZ 240123 Confidential (FORM 16.5 Rev 221118--001) Town of Danville Meeting Hall AV Upgrade Town of Danville Meeting Hall AV Upgrade ______________________________________________ AUDIOVISUAL SOLUTION PROPOSAL 240123 Version 2 Submitted by Tracy L McAllister _________________________________________________ 6100 Stewart Ave, Fremont, CA 94538 | 800.999.8590 ATTACHMENT B AVIDEX INDUSTRIES, LLC 2 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade Table of Contents INTRODUCTION ........................................................................................................................ 3 SCOPE ....................................................................................................................................... 3 SCHEDULE ................................................................................................................................ 5 PRICING ..................................................................................................................................... 5 TECHNICAL SERVICES ............................................................................................................ 6 PROJECT MANAGEMENT .................................................................................................... 6 ENGINEERING ...................................................................................................................... 6 CONTROL SYSTEM PROGRAMMING .................................................................................. 7 INTEGRATION LABOR .......................................................................................................... 7 TRAINING & DOCUMENTATION ........................................................................................... 7 PROVISIONS ............................................................................................................................. 9 WORK & PRODUCTS PROVIDED BY OTHERS (EXCLUSIONS) ........................................11 NEW SYSTEM WARRANTY .................................................................................................... 12 360o SERVICETM MANAGED SERVICES & SUPPORT ........................................................... 13 PAYMENT TERMS ................................................................................................................... 14 AUTHORIZATION TO PROCEED – INTEGRATION SERVICES ..........................................14 INTEGRATED SYSTEMS TERMS & CONDITIONS ..............................................................16 APPENDIX A: 360o SERVICETM PLAN .................................................................................... 19 APPENDIX B: EQUIPMENT LIST ............................................................................................ 21 © Avidex Industries, LLC. This proposal is the property of Avidex. Avidex and the Avidex logo are the property of Avidex Industries, LLC. This document contains proprietary data and concepts that are the property of Avidex Industries, LLC. Information, details, and/or specific data may not be reproduced or duplicated. AVIDEX INDUSTRIES, LLC 3 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade For the purposes of this proposal, Avidex Industries, LLC will be referred to as “Avidex” and Town of Danville shall be referred to as “Client”. INTRODUCTION Avidex is an award-winning team of AV industry veterans specializing in the design and integration of innovative, custom, AV, and IT solutions. Our systems incorporate a broad range of cutting-edge technologies that empower our clients to effectively communicate their message. From digital signage to video conferencing, distance learning rooms, and presentation systems, we bring the most user-friendly and effective solutions to our clients. Avidex is a PSNI Global Alliance affiliate and the 6th largest AV integrator in the U.S. Avidex is a subsidiary of ITOCHU International, Inc., a Fortune Global 500 corporation. Avidex delivers innovative AV solutions that enable organizations and enterprises to collaborate, create, and share ideas through state-of-the-art audio visual and unified communication technologies. Avidex specializes in creating an unparalleled client experience in the use of collaborative audiovisual solutions as a national AV and UC integrator providing design, build, and service excellence. Our work will be completed at 201 Front St, Danville, CA 94526 in the following rooms/spaces: Town Meeting Hall SCOPE The Town of Danville Meeting Hall features an audio-visual system that supports in-person and hybrid meetings. The current system is aged, and the purpose of this proposal is to present updated technology solutions for the presentation, audio and voting systems. Avidex will upgrade the system by providing, installing, programming, and commissioning the following: A new Nanolumens video wall, Direct View LED, 150” diagonal, 1.733 Pixel Pitch A new AV over IP video transport system, encoders located at the podium, Zoom PC, floor boxes and the equipment rack. Decoders located for the video wall, existing LED displays in the Meeting Hall and lobby, at the streaming media processor and at the Granicus appliance in the rack. The existing large monitors on the front to back mount will be moved to two separate ceiling mounts toward the back of the Meeting Hall for easier viewing when the house is full. A streaming media processor with 3G-SDI input will be installed at the rack. AVIDEX INDUSTRIES, LLC 4 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade New Aver PTZ camera with twisted pair extender set to capture the dais and send to the Zoom call and the streaming box. 22” professional borderless monitors will be installed at nine dais positions Audio system will be based on Q-Sys Core processing for the conferencing system and wireless microphone system, for in room voice lift and to process to the far side of the video call. The dais will feature a new Shure wireless conferencing system with 16” gooseneck microphones at 12 locations. o Each conferencing unit contains a 4.3” color touchscreen displaying user controls o Each has a built-in loudspeaker. o Speak and mute buttons with LED status indicators. o Headphone jacks with volume controls o Conferencing system audio will be ingested into the zoom call. A dual channel digital wireless receiver will be installed into the rack for a body pack transmitter and lavalier mic and a handheld mic transmitter. One OFE amplifier will be re-utilized for the ceiling speakers , and a second 8-Channel power amp will be provided for program speakers. An Assistive Listening system for the hearing impaired will be installed with the supporting neck loops and earphones. All existing loudspeakers will be reused. Control of the system through a 10” high-def touch screen controller New equipment rack will be provided. AVIDEX INDUSTRIES, LLC 5 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade SCHEDULE Due to current conditions, anticipated lead times for this equipment could be 6-10 weeks based upon current availability. Estimated lead times are subject to sudden changes in the material supply chain including manufacturer and freight carrier delays. Avidex will confirm estimated shipment dates after receipt of the client PO or signed proposal and update through fulfillment as actual tracking details become available. PRICING EQUIPMENT AND MATERIALS $123,380.00 TECHNICAL SERVICES - includes audiovisual engineering, offsite and on-site installation and wiring, coordination and supervision, testing, checkout, owner training and New System Warranty. This proposal includes non-union labor for all activities. $105,823.00 360° SERVICE PLAN - 1 Year Essential Plan $11,758.00 PROJECT SUBTOTAL $240,961.00 CA ELECTRONIC WASTE RECYCLING FEE $4.00 SHIPPING ESTIMATE - Applicable shipping charges will be added to invoices $3,329.09 PROJECT DISCOUNT with purchase of a 360° Service Plan -$7,050.00 SALES TAX ESTIMATE Applicable sales tax will be added to invoices based on current tax rates on the invoice date as required by state law $11,087.05 ESTIMATED PROJECT TOTAL $248,331.14 AVIDEX INDUSTRIES, LLC 6 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade TECHNICAL SERVICES The integration process incorporates everything needed to provide a complete, “turn-key” audiovisual solution and includes equipment, materials, labor, and the services required to complete the system integration as outlined within this document. Avidex follows industry-certified and documented processes which have been proven successful in assuring that each system is installed as intended. The following describes our scope of work and project deliverables for Integration Services. PROJECT MANAGEMENT Responsible for client communication throughout the project duration Coordinate all activities with designated client representative Avidex will participate in meetings as required to complete the project and coordinate with other trades. Attendance at weekly coordination meetings is not included in this agreement Monitor project implementation Provide scheduling for and oversight of the Avidex team Coordinate project equipment ordering, staging and pre-installation fabrication of equipment for the project Coordinate any site conditions that may necessitate audiovisual system changes Coordinate with any general contractor and/or any specialty contractors related to the audiovisual system integration Coordinate audiovisual system connections and interfaces as they relate to any lighting, electrical, or mechanical systems Verify project completion o Confirm completion of system testing o Assure completion of any punch list items ENGINEERING Prepare all system documentation necessary for the installation of the project. o System functional diagrams o Facilities drawings (equipment locations) o Control system program requirements Provide and implement control systems programming Test and debug system Oversee final systems testing and commissioning AVIDEX INDUSTRIES, LLC 7 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade Adjust and balance system settings Mark and record final system settings Assure the finished system meets the design criteria and functions per the developed content CONTROL SYSTEM PROGRAMMING Create AV control system code Design and create user interface (UI) The user interface will be built upon a standard UI style and standard buttons with minor adjustments of wording, logos, and background color. Two planning meetings for UI review are included: one for preliminary layout selection, review of recommended UI language, logos, branding guidelines and the second for final text review and edit Test and debug control system INTEGRATION LABOR Pull, terminate, and label all low voltage cables Install structural mounting systems for all audio-visual equipment Mount and terminate all AV connection plates Install all AV equipment Site clean-up and trash disposal, etc. Assure that all installed systems are operating as proposed Assist engineering with systems testing and debugging Provide or assist in providing end-user training TRAINING & DOCUMENTATION Training will be provided to operational and maintenance personnel at the end of the project. This training will provide the users with an understanding of daily system use. The provided training will consist of instruction and hands-on experience with the system. Documentation will include record drawings and manufacturer’s equipment manuals. These will be assembled and delivered as an electronic copy. The documentation will include any and all information provided to Avidex that comes standard with the equipment from the original AVIDEX INDUSTRIES, LLC 8 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade manufacturer. A laminated operation ‘cheat sheet’ that outlines common usage for end users will be provided. Maintenance manuals for most electronic components are only available to factory certified and trained personnel. Maintenance manuals are not included in the final documentation. AVIDEX INDUSTRIES, LLC 9 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade PROVISIONS Rooms are to be made available for exclusive use on the day(s) of the scheduled installation. Unless specifically arranged in advance, the room(s) will be available during Normal Business Hours in eight (8) contiguous hour segments. “Normal Business Hours” are defined as Monday through Friday, 8:00am to 5:00pm. Client will provide all electrical outlets floor boxes, conduits, and core drills in the area(s) where audiovisual equipment is to be installed as specified by Avidex prior to Avidex beginning on-site work. Jobsite building structures including ceilings, walls, and floors used to support audiovisual equipment are assumed to be vibration free. Client will provide adequate parking for vehicle(s) in a location conducive to access to the vehicle(s) for retrieval of tools and supplies throughout the workday. If such parking is within a secured facility, Client will validate the parking tickets for the vehicle(s). Parking fees will be added to invoices. If installation occurs in any room in which suspended ceiling tiles are installed, Client will provide a reasonable number of spare tiles of the same pattern and batch number as those of the tiles already installed in the room. Client accepts responsibility for all merchandise sold and provided for this installation, delivered to the job site. Client will provide secure storage for such merchandise. Avidex will not be responsible for any loss or damage, except loss or damage caused by an Avidex employee during the act of installation, which occurs after delivery and acceptance by the client. Existing hardware, wiring, programming, or configuration files are anticipated to be in good working order. Client shall provide programming and configuration files in editable formats. If, during the installation process, existing hardware, wiring, programming or configuration are found to be defective, the completion date of the project may be affected, and a change order may be required to overcome the obstacle(s) created by such defects. Client shall identify the presence of any pre- or post-tensioned ceilings or floors within the area of installation. If Avidex is to be held responsible for the integrity of such pre- or post- tensioned ceilings or floors, they shall obtain, at Client’s expense, one or more x-rays of the area(s) in which mounting hardware is to be attached to the structure of the building. Any expense incurred for x-rays shall be passed on to the Client, in the form of a change order or a line item on the purchase contract. Any standard merchandise that has been ordered for the job, and is not used as a result of any customer changes to the design, or refused by the client at the time of delivery will be subject to a minimum of 30% of the sales price restocking fees, plus any incurred freight charges. Any custom merchandise will be subject to a 100% of the sales price restocking fee, plus any incurred freight. The agreed upon completion date may be moved, and a change order with incurred costs may be provided if Avidex is delayed for any of the following reasons, including but not limited to, equipment/material changes initiated by the Client beyond the original approved design, labor disputes, delivery or construction delays, unavoidable casualties, or causes beyond Avidex’s control. AVIDEX INDUSTRIES, LLC 10 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade Avidex’s proposals for installation costs are based upon 8-hour days and 40-hour workweeks, Monday through Friday, between the hours of 8:00AM and 5:00PM. Installation costs for work outside of normal business hours or business days may be subject to overtime rates, when mutually agreed upon in writing. Avidex shall make all reasonable efforts to inspect and review the existing project site physical and audiovisual infrastructure conditions. Existing site conditions needing to remain intact, along with the Client or End-User direction for the audiovisual design may result in other required audiovisual infrastructure requirements (raceways, conduit, AC power, structural backing-blocking, structural engineer stamped drawings, etc.) and/or changes to the audiovisual equipment and integration labor, leading to pricing adjustments. Freight fees are estimated for ground freight service. Expedited freight, as required by the client, will be prepaid and added to invoices. The pricing information provided in this proposal is solely for the benefit of the Client listed on the title page. Award of work to Avidex by a 3rd party will require a credit and contract term review, an approval and pricing confirmation for the new contract terms by Avidex. The Client will furnish Avidex such financial information as Avidex may reasonably request to establish credit terms for the project. Such financial information shall be proprietary and confidential to the Client. Avidex agrees not to disclose this information to any other party or use the information other than for the internal credit check. Avidex may, at its sole discretion, cancel this agreement at any time if the Client fails to meet credit requirements established by Avidex. The Americans with Disabilities Act (ADA) and California Building Code require the provision of Assistive Listening Systems in assembly areas, conference rooms, and meeting rooms. Hardware and services may be required for ADA-compliance. Client or its contractor should review project requirements for ALS with Avidex for each project to determine if portable or fixed systems are required. ALS hardware, if provided, will be identified in the Equipment List appendix. Where applicable, Avidex Industries LLC provides the Client non-exclusive, royalty-free, non-transferable use of the ‘software’ included within the systems provided (if an integral component of the audiovisual system). Some software provided is Proprietary and deemed Confidential information of Avidex Industries LLC and may not be altered, reused, reverse- engineered or disseminated under any conditions. Tampering or misuse of any software resulting in audiovisual systems malfunction shall be the responsibility of the Client or End- User to remedy. Changes in project scope and timeline may require additional hardware, equipment and labor that is necessary to complete the project. These additions will be considered change orders. Avidex will notify the Client in writing if Avidex determines that an increase or decrease in the project fees or change in timeline will be required. Change orders will include a change request number, reason for the change request, narrative description of the modified scope of work, schedule, and cost impact. The Client will provide written approval to proceed with the change and any needed updated purchase order or signed agreement as a record for both organizations. Should the Client cancel the project in whole or in part prior to completion, the Client agrees to pay Avidex for all reasonable costs incurred to date and/or to bring the project to an acceptable close. AVIDEX INDUSTRIES, LLC 11 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade WORK & PRODUCTS PROVIDED BY OTHERS (EXCLUSIONS) All required architectural floor, reflected ceiling, building elevation, and section plans in an agreed upon AutoCAD format at no charge to Avidex. Any and all related electrical work, including but not limited to 110VAC, conduit, raceway, and boxes. This includes all conduits, high voltage wiring panels, breakers, relays, boxes, receptacles, etc. All network connectivity, routing, switching and port configuration necessary to support audiovisual equipment, unless specifically addressed elsewhere in this document. Voice and data infrastructure and systems. Necessary sheet rock replacement and or repair. Necessary ceiling tile or T-bar modifications, replacement, and/or repair. All millwork, moldings, trim, etc., or modifications to project millwork necessary to accommodate the installation of the audiovisual equipment unless otherwise noted in this proposal. Rough-in, bracing, framing, or finish trim carpentry for installation. Backing required to support wall mounted equipment including display, loudspeakers, camera, et cetera. Painting, patching, or finishing of architectural surfaces. Core drilling and/or concrete saw cutting. HVAC, plumbing, sprinkler head, and lighting fixture relocation. Ceiling, roof, firewall, and/or floor penetration(s). Removal or patching, of fire stopping. Structural welding, cutting, or reinforcement of structural steel members required for support of assemblies. Work in asbestos treated areas and asbestos abatement. If asbestos is discovered during our work, Avidex will notify Client and will stop work until asbestos abatement work is completed by Client or its contractor. Any subscription services, cabling, and equipment. Provision and configuration of client furnished computers and software. Acquisition of permits. All Union Labor unless specifically addressed separately in proposal pricing AVIDEX INDUSTRIES, LLC 12 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade NEW SYSTEM WARRANTY Avidex warrants the integrated system(s) furnished are free of defects in workmanship and materials for a period of one year from the date of acceptance or date of first beneficial use whichever occurs first. Remedy for such defects during the warranty period shall be provided at no additional expense to the client and shall be handled as expeditiously as is feasible during normal business hours and days of operation. Under this warranty, Avidex will troubleshoot, uninstall, and reinstall any equipment that is part of the Avidex audiovisual system. The cost to service and/or repair Client Furnished Equipment or equipment out of the manufacturer’s warranty is not included. Avidex will broker and process the repair of that equipment at the standard Avidex rate. Avidex reserves the right to charge for a service visit at standard Avidex service time and material rates (minimum of 2 hours onsite plus travel) if a service call results in a No Fault Found (NFF) or No Trouble Found (NTF) during a dispatched site visit. Avidex Services Provided Under the New System Warranty Avidex will respond to requests for assistance due to client-reported issues and, if warranted, dispatch a technician during normal business hours (8:00AM to 5:00PM Pacific Time, Monday – Friday, excluding Avidex holidays) to troubleshoot the AV system problem based on our available resources Avidex will identify and uninstall the defective equipment and return such equipment to the manufacturer or authorized repair center for warranty processing Avidex will reinstall the repaired or replaced equipment and test the system Avidex will pay the shipping costs associated with the repair of the equipment, except for Client Furnished Equipment and/or equipment out of manufacturer warranty Avidex Services Not Provided Under the New System Warranty Extend or provide additional repair services for manufacturer warranty coverage Repair of Client Furnished Equipment After hours 24x7 Helpdesk support Guaranteed on-site response time Remote system monitoring, management, and reporting Before- or after-hours on-site response Proactive support or preventive maintenance Training Spare or loaner equipment during equipment repair period Warranty coverage for client acts of negligence or misuse AVIDEX INDUSTRIES, LLC 13 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade 360o SERVICETM MANAGED SERVICES & SUPPORT Avidex recommends the Essential 360o Service for this project. Avidex 360o Service enhances the new systems warranty coverage with proactive support services for worry-free operation. See Appendix A for further details on the proposed 360° Service Plan. 360° Coverage Essential Advanced Elite Help Desk Support Availability 8x5* 24x7 24x7 Priority Call Response Time SLA 4 hours 2 hours 1 hour Priority On-Site Response Time SLA 2 business days 1 business day 4 business hours* RMA Management of OEM Hardware • • • Annual Preventive Maintenance & Reporting One One One Assigned Service Management with Escalation Access • • On-Site AV Service Assurance Technician Optional Optional Optional Emergency Loaners for Business-Critical Devices • The below items: Remote Monitoring, Fault Detection, Analytics & Reporting of Devices may require the implementation of hardware and software applications. Refer to the proposed scope of work to confirm if these features have been included. Remote Monitoring with Fault Detect & Reporting • • • Remote Monitoring with Fault Diagnoses & Troubleshooting • • AV Solution Analytics & Reporting • • Management of Device Firmware, Configurations & Changes • * Standard Business Hours in Pacific Time Initial Term and Automatic Renewal The initial term of the specified 360° Service Plan Agreement is identified in the pricing section. At any time within the current term or renewal period should adjustments in work responsibilities and/or price be deemed necessary, proposal and agreement revisions shall be exchanged between the parties, be mutually agreed upon in writing and once executed become part of the current Agreement or understanding between the parties. AVIDEX INDUSTRIES, LLC 14 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade PAYMENT TERMS All Projects require a mobilization fee of 30% of the overall proposed contract total in order to initiate the order. Mobilization fees are due upon Receipt. This proposal is valid for 20 days from the date appearing on the cover page. Monthly progress invoices will be issued with net 30-day terms. Freight and sales tax will be added to invoices based on current tax rates as required by state law on the invoice date. Avidex reserves the right to charge for stored materials and/or equipment. Avidex reserves the right to charge a 1.5% fee for late payment of invoices. AUTHORIZATION TO PROCEED – INTEGRATION SERVICES This document serves as a Notice to Proceed to Avidex in advance of a customary Purchase Order or Contract. Alternatively, this document may serve as a formal Purchase Order to Avidex only in the event the Customer does not or cannot generate a formal Purchase Order or Contract to Avidex. In either event, this agreement creates a binding contract between Avidex and the Customer. Avidex is acting in good faith that the individual signing this document on behalf of the Customer is duly authorized to enter into this binding agreement. Submitted by: Avidex Industries, LLC Tracy L. McAllister 02/29/2024 Name Signature Date Client Approval: Client Name/Title Signature Date Internal Avidex Approval: Name Signature Date Each party agrees that any electronic signatures above, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of an executed signature page to this Agreement by e- mail attachment, other means of electronic transmission with authorization to attach it to this Agreement, or any other means of electronic transmission used to obtain an electronic signature shall be deemed to have the same legal effect as delivery of an original signed copy. AVIDEX INDUSTRIES, LLC 15 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade Attachments: Integrated Systems Terms & Conditions Appendix A – Support Agreement Appendix B – Equipment List AVIDEX INDUSTRIES, LLC 16 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade INTEGRATED SYSTEMS TERMS & CONDITIONS 1. AGREEMENT SUM AND TAXES AND CREDIT APPROVAL The client shall pay Avidex in current US dollars for performance of the work within this agreement, and for any additions or deductions that are mutually agreed upon by written change of order. Avidex will invoice the Client for all imposed and applicable sales, excise and/or use taxes associated with the sale of goods and/or services. All proposals and quotations are subject to final credit approval and documentation acceptable to Avidex. 2. PAYMENT TERMS Avidex will submit invoices for work performed based upon the payment terms mutually agree upon presented on the signature page. Unless otherwise provided, Avidex will invoice for materials and equipment not yet incorporated into the project work but delivered and suitably stored on or off the project worksite, upon which Avidex assigns, transfers title to, and conveys said materials and equipment to the Client. Stored material invoices shall include applicable insurance fees, storage fees, and costs incurred transporting the materials to an off-site storage facility. 3. TITLE AND RISK OF LOSS Title and risk of loss or damage to any products will pass to the client upon Avidex’s delivery of the products to the client. Client must make all claims for damage to or loss of products directly with their insurer or with the equipment carrier, if applicable. Client should be aware of carrier policies and file all claims in a timely manner. 4. CLIENT Except for permits and fees that are the responsibility of Avidex, under the Request for Proposal, the client shall secure and pay for necessary approvals, assessments, and charges required for the construction, use or occupancy of permanent structures or permanent changes in existing facilities. 5. RESPONSIBILITY AND INDEMNIFICATION Avidex shall be responsible to the client for the acts and omissions of Avidex’s employees and subcontractors, if any, performing portions of the work under this agreement. Avidex employees understand that they have no right to enter into agreements with or make representation on behalf of the client. Avidex shall review, approve, and submit to the project manager, shop drawings, product data, samples, and similar submittals as required, for written approval prior to the commencement of the work. The work shall be in accordance with approved submittals. To the fullest extent permitted by law, Avidex shall indemnify and hold harmless the client, its project manager, its employees, officers, agents and directors from and against claims, damages, losses and expenses, including but not limited to, attorney’s fees arising out of or resulting from performance of the work, provided that such claim, damage, loss or expense is attributable to failure to deliver clear title to the client, bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the work itself), including loss of use resulting there from, but only to the extent caused in whole or in part by negligent or intentional acts or omissions of Avidex or anyone directly or indirectly employed by Avidex or anyone for whose acts Avidex may be liable, regardless of whether or not such claims, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person. In claims against any person or entity indemnified under this paragraph by an employee of Avidex, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligation under this paragraph shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for Avidex or under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts. 6. INSURANCE Avidex shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the project is located insurance for protection from claims under workers’ or workmen’s compensation acts and other employee benefit acts which are applicable, claims for damages because of bodily injury, including death, and from claims for damages, other than to the work itself, to property which may arise out of or result from Avidex operations under the agreement. Certificates of such insurance shall be filed with the client prior to the commencement of the work. Client shall be responsible for purchasing and maintaining its usual property and liability insurance. AVIDEX INDUSTRIES, LLC 17 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade 7. TIME Should Avidex be delayed at any time in the progress of the work, by material changes ordered in the work, by labor disputes, fire, unusual delay in deliveries, construction delays, unavoidable casualties or causes beyond Avidex’s control, the agreed upon time for completion shall be extended by Change Order for such reasonable time as the Client’s project manager may determine. Such Changes Orders may include charges to cover additional costs incurred by Avidex due to the delay. Installation costs for work outside of normal business hours or business days may be subject to overtime rates, when mutually agreed upon in writing. Project timeline and completion schedules will not begin until deposit or initial payment is received by Avidex. 8. AFTER HOURS INSTALLATION / EARLY USE With prior Client approval and security clearance, installation activity and access to the project site may take place outside of normal business hours and days. There should be no use of the system by the client for its intended purpose until such time as formal approval and acceptance has taken place. Avidex may waive this requirement only with a written authorization. Any operations or changes by the client or contractors other than Avidex, which result in damage or impairment of the system and may require a change order and additional charges to the client. The attached proposal and/or quote was based upon site surveys and verbal information from the client. While every effort has been made to determine installation conditions, on occasion unforeseen problems may arise that will require a change order to cover additional costs by Avidex. 9. PRODUCT SUBSTITUTION Avidex may, at its sole discretion, substitute products included in the system design with those providing similar product form, fit and function as the original products. Product substitutions may occur due to changes to product availability, extensions or delays to estimated or committed delivery, product price increases, regulatory restrictions, or any other factors as determined by Avidex. Any substituted product designs will achieve the functional and end user experience requirements of the system design. 10. CHANGES/CANCELLATION Any changes or modifications to the agreed upon scope of work defined in this proposal must be mutually agreed upon in writing. All changes shall be submitted and approved in writing and documented in a change order. Should the Client in whole cancel a project or in part, prior to final completion, the Client agrees to pay Avidex for all reasonable costs incurred to date and/or to bring the project to an acceptable close. These costs include but are not limited to: the design and engineering services; project management; the installation and programming technical labor; the subcontracting costs; the materials and equipment costs incurred to date; and other miscellaneous documented costs. Materials and equipment are also subject to restocking charge policy. 11. WAIVER Either party’s waiver of the other’s default in its obligations under any terms or conditions of this agreement will not in any way limit or affect that party’s right to enforce and compel strict compliance with that term or condition at any other time or with any other term or condition. 12. ENTIRE AGREEMENT This agreement and appendices to this agreement, including the RFP as reference herein, supersede, terminate and otherwise void any and all prior written and/or oral agreement between the parties with respect to products. There are no warranties, representations or understandings of any kind or description whatsoever made by either party to the other, except such as are expressly set forth herein. Any additional terms or notes appearing on schedules, proposal summaries and/or Change Order are by this reference incorporated in this agreement. 13. LIMITATION OF LIABILITY Without limitation of any other provision in this agreement limiting or excluding liability of Avidex the exclusive damages recoverable by the purchaser for any claim of any kind whatsoever arising from or in any way connected to any breach of this agreement, or the purchaser’s purchase shall not be greater than the actual purchase price paid by the purchaser with respect to which such claim is made, and in no event shall Avidex be liable for any special, indirect, incidental or consequential damages of any kind, including without limitation any damages with respect to loss of income, compensation or prospective profits, any expenditures, investments or commitments of the purchaser, any loss with respect to the establishment, development or maintenance of business reputation or goodwill, or any loss incurred in obtaining substitute products, or arising from the claims of third parties. 14. GENERAL During the performance of this Agreement, the contractor/vendor shall comply with all applicable federal, state and local laws of any nature whatsoever in connection with the goods and services provided including, but not limited, to, applicable provisions of E.O. 11246, Rehabilitation Act of 1973, Vietnam Era Veterans’ Readjustment Assistance Act AVIDEX INDUSTRIES, LLC 18 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade of 1974, E.O. 13496 and respective regulations including 29 C.F.R. 471 Appendix A to Subpart A, and the EEO Clauses set forth in 41 C.F.R. 60-1.4, 41 C.F.R. 60-300.5 and 41 n. cont. C.F.R. 60-741.5 This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. AVIDEX INDUSTRIES, LLC 19 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade APPENDIX A: 360o SERVICETM PLAN ESSENTIAL (INCLUDED AND PRICED) Under Essential coverage, Avidex warrants the furnished integrated system(s) are free of defects for the priced term period from the date of acceptance or date of first beneficial use, whichever occurs first. This coverage includes the remote monitoring, troubleshooting, uninstallation, and reinstallation of the equipment integrated by Avidex. Remedy for such defects during the coverage period shall be provided at no additional expense to the client. The following services are included under this coverage: REACTIVE SUPPORT Avidex 360° Service Helpdesk will: Provide a dedicated toll-free number to report and request technical support for the integrated equipment. Operate during the standard Avidex business hours of Monday – Friday 8:00AM to 5:00PM Pacific Time except for Avidex holidays Respond to the initial support request within 4 business hours Contact the client to resolve the issue remotely to ensure the quickest possible resolution Use the integrated remote monitoring equipment to assist with fault detection and reporting, dependent upon the specific scope of the proposed project. Administer the repair process for defective or broken equipment including processing of any manufacturer RMA. On-Site Support will: Provide a qualified Field Support Technician during standard Avidex working hours within two business days of the support request Troubleshoot the system and make the best effort to resolve the issue(s) while at the client site. Return defective equipment to an authorized repair center or directly to the manufacturer for warranty repair or exchange. All fees related to shipping are included. Provide a suitable replacement for defective equipment to ensure full system operability if an item is no longer repairable. Install the repaired or replacement equipment and test to ensure the system is operable per the original system intent. Lamp Replacement: Labor (only) is covered under this support agreement. AVIDEX INDUSTRIES, LLC 20 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade PROACTIVE SUPPORT Preventive Maintenance Avidex will perform periodic maintenance for your integrated audiovisual system including system check, cleaning, and tweaking of all appropriate equipment. Avidex will also provide a summary report detailing the status of the audiovisual system and troubleshoot and repair any discovered audiovisual problems. This proposal includes one (1) preventive maintenance visit per year of the agreement. Upon completion of each preventive maintenance visit, the Field Support Technician will conduct a system operations training session if requested. SERVICES NOT PROVIDED UNDER THIS COVERAGE Repair to Client Furnished Equipment and/or components unless included in Appendix B Before or after-hours on-site support Repairs due to customer acts of negligence or misuse Coverage for projection screen material, plasma glass assembly, lamps, bulbs, furniture, display panels, optical engines, batteries, and accessories. Such parts will be provided at a 10% discount off our list price Image burn-in caused by static images displayed over an extended period of time on any display device AVIDEX INDUSTRIES, LLC 21 February 29, 2024 Confidential (FORM 16.5 Rev 221118--001) 240123 Town of Danville Meeting Hall AV Upgrade APPENDIX B: EQUIPMENT LIST See attached