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098-21 - Avidex - ContractContract No. 098-21 City of Port Orchard Council Chambers Audiovisual System Update AUDIOVISUAL SOLUTION PROPOSAL Avidex Project 210277 Version 1 STATE OF WASHINGTON DES MASTER CONTRACT NO. 03418 Submitted by Dave Crace 425-274-7916 dcrace(c-)avidex.com tividexeO Audio Video Integration & Design Excellence 13555 Bel -Red Road, Suite #226 1 Bellevue, WA 98005 1425.643.0330 AVIDEX INDUSTRIES, LLC 1 September 3, 2021 WA Limited Energy License AVIDEIL963CZ Table of Contents SCOPE........................................................................................................................................................3 SCHEDULE............................................................................................................................................. 6 PRICING.................................................................................................................................................. 7 DES — STATE MASTER CONTRACT NO. 03418 PRICING.........................................................9 PROVISIONS........................................................................................................................................10 WORK & PRODUCTS PROVIDED BY OTHERS (EXCLUSIONS)............................................12 NEW SYSTEM WARRANTY.............................................................................................................13 3600 SERVICE PLAN sm.........................................................................................................................14 PAYMENTTERMS..............................................................................................................................15 AUTHORIZATION TO PROCEED — INTEGRATION SERVICES...............................................15 APPENDIX B: EQUIPMENT LIST........................................................................................................16 TERMS & CONDITIONS....................................................................................................................17 © Avidex Industries, LLC. Copyright 2019. 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 2 September 3, 2021 Our work will be completed at the City of Port Orchard located at 216 Prospect Street Port Orchard, WA 98366 address of job site location in the following space. Council Chambers SCOPE Council Chambers Audiovisual System Update OVERVIEW The City of Port Orchard is looking to update the Council Chambers AV system to support Hybrid use for hosting and conducting UC video conferencing meetings using Zoom or Teams. The proposed upgrades are separated into audio enhancement for both UC and in room audio, and recommended upgrades to the video distribution / control system. PROPOSED AUDIO UPGRADES AUDIO — Digital Ceiling Microphone Array The proposed upgrades include the addition of a ceiling mounted digital microphone array, to be suspended from the ceiling at a height of approximately 12' AFF. The proposed solution includes the provision for either wall mounting to the drywall soffit by means of a short throw projector style mount or suspension by means of aircraft cable from the hard -lid ceiling. The location of the mic array will be fixed and therefore determine the location for the six (6) portable tables as laid out during our site assessment. The microphone is for inclusion in a UC conference call for far side participants, as well as voice lift reinforcement for people seated in the audience area at the entrance to the Council Chambers. AUDIO — Processing and 1/0 The proposed upgrades include providing and installing one (1) digital audio interface to work in conjunction with the existing audio DSP's. The audio processors will be re- programmed to include the digital microphone array and to set up a mix -minus system to support voice lift in conjunction with UC conferencing audio. Audio to the dedicated UC laptop located on the AV Display / Camera cart will be via a digital audio to USB adapter. The USB adapter will connect to the existing managed network switch on the cart currently connected to the NDI/HX camera and laptop. In addition, Avidex determined there were some wiring issues with the existing install in regard to program audio to - from the Lumens LC200 that will be rectified by installation of the correct balanced audio transformers and wiring. AVIDEX INDUSTRIES, LLC 3 September 3, 2021 AUDIO — Mix Minus Speaker Zones The existing ceiling speakers are currently wired in a single (1) zone and lack the pattern control needed for a successful voice lift mix minus system. The ceiling speaker locations will be retained, but the speakers will be replaced with surface mounted versions with high frequency pattern control and the ability to "aim" them to the areas in need of voice lift. Currently there are seven (7) ceiling speakers, which will be separated into four (4) zones utilizing the existing four (4) channel audio amplifier to allow for the digital microphone array audio to be directed to the areas in need of UC participant voice lift. AUDIO - Control The current system utilizes a legacy audio controller that is very limited, relying on selection buttons and rotary controllers to navigate multiple nested control selections that are not easy to access quickly. The proposed upgrades allow control of the audio system from a 10" wired ethernet touch panel by implementation of a Crestron control processor. Alternatively, an OFE iPad (or equal) could be used as a control touch panel if mobility in the space is needed. This control processor also allows for future deployment of video upgrade controls as opposed to the "front button" routing / control, television IR remotes, etc. currently in use. EQUIPMENT RACK The proposed solution has minimal impact to the existing equipment rack, there is sufficient capacity for the additional hardware required. Avidex proposes as a part of these upgrades that legacy hardware no longer in use be decommissioned and removed from the rack. Legacy wiring will be coiled and labeled as "future use" within the rack. PROPOSED VIDEO UPGRADES VIDEO — Wireless Presentation + UC The existing solution connects the Staff PC to the system via a wireless HDMI transmitter + receiver. This wireless connection will be replaced with a new wireless presentation device that also allows support for wireless USB connectivity to support UC Conferencing. This will allow for Teams/Zoom meetings to be hosted from the Staff PC in addition to the portable cart UC system. AVIDEX INDUSTRIES, LLC 4 September 3, 2021 VIDEO - Routing The existing system utilizes a number of cascaded HDMI devices to switch and distribute video signals from a staff PC, wireless sharing device, and the Lumens LC200 CaptureVision system. Final display on the three (3) televisions is limited to the program output of the LC200. Avidex proposes to upgrade the video distribution system to allow for an "any source, any destination" solution that allows for better management and processing of video sources. For example, if the staff PC is needing to be displayed, the proposed upgrades would allow a direct connection of that source to any or all displays. Currently the system requires the staff PC to be ingested into the LC200 for processing and distribution to all displays. The existing system does not allow for display of more than one source at a time. Also, the existing system is limited to its ability to scale for more sources or destinations, due to the limits of the HDMI switchers and distribution amplifiers. The proposed solution is based on an AVoIP (Audio Visual over Internet Protocol) standard. The components required are IP encoders to take in content from a PC or BYOD device, a Layer 2 managed IP network switch for distribution, and an IP decoder to convert the IP streams back to HDMI for display. Based on this topology the systems are virtually infinitely scalable and flexible. The proposed audio upgrades include the implementation of a layer 2 network switch with sufficient ports to support the proposed video upgrades. Hardware that is required to support the proposed video upgrades are: Encoders for the following sources: • Staff PC via Wireless UC + Presentation Device o Replaces OFE Kramer Wireless HDMI Link • Kramer VIA Go Wireless Sharing Device • Lumens LC200 Program Output • UC Laptop on AV Cart Decoders for the following destinations: • Display outside production room • Display on far side next to conference room entrance • Display on AV cart (for UC and presentation) • Lumens LC200 Program Input VIDEO - Control The proposed audio control solution includes the processor and touch screen required to support the video upgrades. The addition of the proposed video upgrades will only require programming and UI updates. AVIDEX INDUSTRIES, LLC 5 September 3, 2021 SCHEDULE Avidex will work with the City to finalize a schedule that meets the implementation requirements of the project. The chart below identifies various phases in the overall process. Please note that each job is unique and will have its own installation schedule that will be agreed upon between Avidex and the client. Rough- In Equipment Install Programming Testing Adjustment Client Training This project is anticipated to take approximately 10 week(s) from receipt of a valid Purchase Order or an executed contract referring to this proposal document. This is not a guarantee of delivery or installation time. Actual delivery and installation schedules will be finalized after receipt of the purchase order. AVIDEX INDUSTRIES, LLC 6 September 3, 2021 PRICING AUDIO UPDATE EQUIPMENT AND MATERIALS $ 11,271.60 TECHNICAL SERVICES - includes audiovisual engineering, offsite and on -site installation and wiring, coordination and supervision, testing, checkout, training, G&A and New System Warranty. This proposal includes non -union labor for all activities. $ 22,158.00 PROJECT SUBTOTAL $ 33,429.60 SHIPPING - *Ground shipping included per DES contract. $ 0.00 SALES TAX - Applicable sales tax will be added to invoices based on current tax rates on the invoice date as required by state law $ 3,008.66 PROJECT TOTAL $ 36,438.26 VIDEO UPDATE EQUIPMENT AND MATERIALS $ 9,371.99 TECHNICAL SERVICES - includes audiovisual engineering, offsite and on -site installation and wiring, coordination and supervision, testing, checkout, training, G&A and New System Warranty. This $ 16,965.00 proposal includes non -union labor for all activities. PROJECT SUBTOTAL $ 26,336.99 SHIPPING - *Ground shipping included per DES contract. 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 PROJECT TOTAL TOTAL PROJECT $ 0.00 $ 2,370.33 $ 28,707.32 $ 65,145.58 AVIDEX INDUSTRIES, LLC 7 September 3, 2021 3600 SERVICE PLAN OPTION 3600 SERVICE PLAN - 1 Year Essential Plan $ 1,813.00 3600 SERVICE PLAN - 2 Year Essential Plan $ 3,624.00 3600 SERVICE PLAN - 3 Year Essential Plan $ 5,436.00 AVIDEX INDUSTRIES, LLC 8 September 3, 2021 DES — STATE MASTER CONTRACT NO. 03418 PRICING 1. Equipment Pricing Equipment pricing will be calculated on a 13.00% cost plus mark-up based on the manufacturer's current published dealer unit cost. • Shipping and Handling (Ground Delivery) included. • Avidex will accept returned equipment within 30 days of delivery in original factory sealed packaging and may be subject to manufacturer re -stocking fees. 2. Hourly Rates Hourly not to exceed service rates to be used to support design engineering, CAD drafting, project management, control system programming, wiring, cabling, installation, and training. Electronic Technician — 200% of Prevailing Wage Hourly Rate (Installation) AVIDEX INDUSTRIES, LLC 9 September 3, 2021 PROVISIONS • Rooms are to be made available for exclusive use on the day(s) of the scheduled installation. Unless specifically arranged in advance, 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 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. • 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 Project manager may determine. • Such Change Orders may include charges to cover additional costs incurred by Avidex due to the delay. AVIDEX INDUSTRIES, LLC 10 September 3, 2021 • Avidex's proposals for installation costs are based upon 8-hour days and 40-hour workweeks, Monday through Friday, between the hours of 8:OOAM and 5:OOPM. 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 within 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 Avidex credit and contract term review and approval as well as pricing confirmation for the new contract terms. • 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 Washington 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 will provide the Client or End -User with an irrevocable, royalty -free license and full access to control systems and other software source code(s) that have been written by Avidex specifically for this project. All software program(s) or code(s) will be provided with an explicit understanding that no modification, no duplication, nor distribution of the software by the Client or End -User shall be allowed. Software source code modifications by the Client or End -User, 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 may be necessary to complete the project. These additions will be considered change orders. Avidex will notify the Client in writing if Avidex determines an increase or decrease in the project fees or 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 in whole cancel project in whole 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. AVIDEX INDUSTRIES, LLC 11 September 3, 2021 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 the 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 September 3, 2021 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 within the Avidex audiovisual system except for the cost to service and/or repair Client Furnished Equipment or equipment out of manufacturer's warranty. 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:OOAM to 5:OOPM 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 September 3, 2021 3600 SERVICE PLAN Sm Avidex recommends the Essential 3600 Service Plan less remote monitoring 3600 for this project. Avidex 3601 Service enhances the new systems warranty coverage with proactive support services for worry -free operation. See SERVICE Appendix A for further details on the proposed 360' Service Plan. -A 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 3600 Service Plan Agreement is identified in the pricing section. Unless written termination is requested by either party thirty (30) days in advance of the anniversary expiration date of the current 3600 Service Plan term, the Agreement between the parties shall automatically renew for successive one (1) year periods. Written termination requests by the client should be sent to: Attn. Contract Admin 13555 Bel -Red Road, Bellevue, WA, 98005. 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 September 3, 2021 PAYMENT TERMS This proposal is valid for 30 days from the date appearing on the cover page. • Monthly progress invoices will be issued with net 30-day terms. • Freight — Ground shipping is included for equipment per DES contract. • 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 1.0% fee for late payment of invoices. AUTHORIZATION TO PROCEED — INTEGRATION SERVICES Avidex will begin the implementation phase of this project upon receipt of the client purchase order or executed contract referring to this proposal and the mobilization fee. Submitted by: Avidex Industries, LLC Name: Dave Crace Signature: Date: September 3, 2021 Client Approval Name:Signature: Date: ) v ��rstiiuiurrrrrrr PORT _ SEAL ffl Ma�a�� ` AVIDEX INDUSTRIES, LLC 15 September 3, 2021 APPENDIX B: EQUIPMENT LIST *To be provided at the point of acceptance of this proposal if required by Client. AVIDEX INDUSTRIES, LLC 16 September 3, 2021 TERMS & CONDITIONS The Terms & Conditions are based on State of Washington DES Master Contract No. 0318. https://apps.des.wa.qov/DESContracts/Home/ContractSummary/03418 AVIDEX INDUSTRIES, LLC 17 September 3, 2021 MASTER CONTRACT No. 03418 AUDIO-VISUAL SOLUTIONS For Use by Eligible Purchasers By and Between STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES and AVIDEX INDUSTRIES, LLC Dated April 1, 2019 MASTER CONTRACT No. 03418 AUDIO-VISUAL SOLUTIONS This Master Contract ("Master Contract") is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency ("Enterprise Services") and Avidex Industries, LLC, a Washington limited liability company ("Contractor") (collectively the "Parties"), and is dated and effective as of April 1, 2019. RECITALS A. Pursuant to Legislative direction codified in RCW chapter 39.26, Enterprise Services, on behalf of the State of Washington, is authorized to develop, solicit, and establish master contracts for goods and services for general use by Washington state agencies and certain other entities (eligible purchasers). B. On behalf of the State of Washington, Enterprise Services, as part of a competitive governmental procurement, issued Request for Proposals No. 03418 dated December 7, 2018 regarding Audio -Visual Solutions. C. Enterprise Services evaluated all responses to the Request for Proposals and identified Contractor as an/the apparent successful bidder. D. Enterprise Services has determined that entering into this Master Contract will meet the identified needs and be in the best interest of the State of Washington. E. The purpose of this Master Contract is to enable eligible purchasers to purchase the goods and services as set forth herein. AGREEMENT NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the Parties hereto hereby agree as follows: 1. TERM. The term of this Master Contract is six (6) years. The six (6) year term shall commence April 1, 2019 and end on March 31, 2025. 2. ELIGIBLE PURCHASERS. This Master Contract may be utilized by any of the following types of entities ("Purchaser"): 2.1. WASHINGTON STATE AGENCIES. This Master Contract may be utilized by: (a) Washington state agencies, departments, offices, divisions, boards, and commission; and (b) Any the following institutions of higher education: state universities, regional universities, state college, community colleges, and technical colleges. 2.2. MCUA PARTIES. This Master Contract also may be utilized by any of the following types of entities that have executed a Master Contract Usage Agreement with Enterprise Services: (a) Political subdivisions (e.g., counties, cities, school districts, public utility districts); (b) Federal governmental agencies or entities; MASTER CONTRACT No. 03418 2 (Rev.4-24-2017) (c) Public -benefit nonprofit corporations (i.e., § 501(c)(3) nonprofit corporations that receive federal, state, or local funding); and (d) Federally -recognized Indian Tribes located in the State of Washington. The Master Contract also will be available for use by the Oregon Cooperative Purchasing Program (ORCPP). 3. SCOPE —INCLUDED GOODS/SERVICES AND PRICE. 3.1. CONTRACT SCOPE. Pursuant to this Master Contract, Contractor is authorized to sell Audio - Visual hardware, accessories or required peripherals ("Equipment") and services, including maintenance, installation, audio-visual system management, and design for the prices set forth in Exhibit e — Price and Qualifications. Contractor shall not represent to any Purchaser under this Master Contract that Contractor has contractual authority to sell any goods or services beyond those set forth in this Master Contract. 3.2. STATERS ABILITY TO MODIFY SCOPE OF MASTER CONTRACT. Subject to mutual agreement between the Parties, Enterprise Services reserves the right to modify the Equipment and services included in this Master Contract; Provided, however, that any such modification shall be effective only upon thirty (30) days advance written notice; and Provided further, that any such modification must be within the scope of this Master Contract. 3.3. ECONOMIC ADJUSTMENT. Beginning thirty six (36) months after the effective date of this Master Contract Exhibit e labor rates not covered under Washington State Department of Labor & Industries prevailing wage as defined in section 6 of the Master Contract shall annually be adjusted, based upon the yearly percent change (whether up or down) in the Employment and Wages from Occupational Employment Statistics (OES) survey for Audio and Video Equipment Technicians (SOC code 274011) Washington state area hourly mean wage. All calculations for the index shall be based upon the latest version of data published as of March 1 each year. If an index is recoded, that is the replacement is a direct substitute according to the BLS, this Contract will instead use the recode. If an index becomes unavailable, Enterprise Services shall substitute a proxy index. If there is not a direct substitute, the next higher aggregate index available will be used. The economic adjustment shall be calculated as follows: New Price = Old Price x (Current Period Index/Base Period Index). 3.4. PRICE CEILING. Although Contractor may offer lower prices to Purchasers, during the term of this Master Contract (e.g. volume discount), Contractor guarantees to provide the Goods/Services at no greater than the prices set forth in Exhibit e — Price and Qualifications (subject to economic adjustment as set forth herein). 3.5. PUBLIC WORKS. This Master Contract is not a "Public Works" contract and will not meet the relevant statutory requirements for "Public Works" projects. 3.6. MASTER CONTRACT INFORMATION. Enterprise Services shall maintain and provide information regarding this Master Contract, including scope and pricing, to eligible Purchasers. This information may be accessible by the general public via Enterprise Services website or disclosed as part of a public information request. MASTER CONTRACT No. 03418 3 (Rev.4-24-2017) 4. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Master Contract and at the time any order is placed pursuant to this Master Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach. 4.1. QUALIFIED TO Do BUSINESS. Contractor represents and warrants that it is in good standing and qualified to do business in the State of Washington, that it is registered with the Washington State Department of Revenue and the Washington Secretary of State, that it possesses and shall keep current all required licenses and/or approvals, and that it is current, in full compliance, and has paid all applicable taxes owed to the State of Washington. 4.2. EXECUTIVE ORDER 18-03 WORKERS' RIGHTS (MANDATORY INDIVIDUAL ARBITRATION). Contractor represents and warrants, as previously certified in Contractor's bid submission, that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Master Contract, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. 4.3. SUSPENSION & DEBARMENT. Contractor represents and warrants that neither it nor its principals or affiliates presently are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States. 4.4. QUALITY OF EQUIPMENT OR SERVICES. Contractor represents and warrants that any Equipment and services sold pursuant to this Master Contract shall be merchantable, shall conform to this Master Contract and Purchaser's Purchase Order, shall be fit and safe for the intended purposes, shall be free from defects in materials and workmanship, and shall be produced and delivered in full compliance with applicable law. Contractor further represents and warrants it has clear title to the goods and that those goods or any services provided shall be delivered free of liens and encumbrances and that the same do not infringe any third party patent. Upon breach of warranty, Contractor will repair or replace (at no charge to Purchaser) any goods and services whose nonconformance is discovered and made known to the Contractor. If, in Purchaser's judgment, repair or replacement is inadequate, or fails of its essential purpose, Contractor will refund the full amount of any payments that have been made. The rights and remedies of the Parties under this warranty are in addition to any other rights and remedies of the Parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys' fees and costs. 4.5. EQUIPMENT WARRANTIES. Contractor represents and warrants that all Equipment and services with an active warranty purchased or provided under this Contract shall be governed under the Contractor warranty policy terms included in Exhibit C— Warranty Terms. 4.6. WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this Master Contract and the three (3) year period immediately preceding the award of the Master Contract, it is not determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW chapters 49.46, 49.48, or 49.52. MASTER CONTRACT No. 03418 4 (Rev.4-24-2017) 4.7. PAY EQUALITY. Contractor represents and warrants that, as required by Washington state law (Laws of 2017, Chap. 1, § 147), during the term of this Master Contract for the time period of July 1, 2017 through June 30, 2019, it agrees to equality among its workers by ensuring similarly employed individuals are compensated as equals. For purposes of this provision, employees are similarly employed if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. Contractor may allow differentials in compensation for its workers based in good faith on any of the following: a seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job -related factor or factors; or a bona fide regional difference in compensation levels. A bona fide job -related factor or factors may include, but not be limited to, education, training, or experience, that is: consistent with business necessity; not based on or derived from a gender -based differential; and accounts for the entire differential. A bona fide regional difference in compensation level must be consistent with business necessity; not based on or derived from a gender -based differential; and account for the entire differential. Notwithstanding any provision to the contrary, upon breach of warranty and Contractor's failure to provide satisfactory evidence of compliance within thirty (30) days, Enterprise Services may suspend or terminate this Master Contract and any Purchaser hereunder similarly may suspend or terminate its use of the Master Contract and/or any agreement entered into pursuant to the Master Contract. 4.8. PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that it complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to Purchasers' employees. 4.9. WASHINGTON'S ELECTRONIC BUSINESS SOLUTION (WEBS). Contractor represents and warrants that it is registered in Washington's Electronic Business Solution (WEBS), Washington's contract registration system and that, all of its information therein is current and accurate and that throughout the term of this Master Contract, Contractor shall maintain an accurate profile in WEBS. 4.10. STATEWIDE PAYEE DESK. Contractor represents and warrants that it is registered with the Statewide Payee Desk, which registration is a condition to payment. 4.11. MASTER CONTRACT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and warrants that it shall use commercially reasonable efforts both to promote and market the use of this Master Contract with eligible Purchasers and to ensure that those entities that utilize this Master Contract are eligible Purchasers. Contractor understands and acknowledges that neither Enterprise Services nor Purchasers are endorsing Contractor's Equipment and services or suggesting that such Equipment and services are the best or only solution to their needs. Accordingly, Contractor represents and warrants that it shall make no reference to Enterprise Services, any Purchaser, or the State of Washington in any promotional material without the prior written consent of Enterprise Services. 4.12. MASTER CONTRACT TRANSITION. Contractor represents and warrants that, in the event this Master Contract or a similar contract, is transitioned to another contractor (e.g., Master Contract expiration or termination), Contractor shall use commercially reasonable efforts to MASTER CONTRACT No. 03418 5 (Rev.4-24-2017) assist Enterprise Services for a period of sixty (60) days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington. S. CONTRACTOR RESPONSIBILITIES. 5.1. SERVICE AND MAINTENANCE SUPPORT. All warranty or maintenance services to be performed on any Equipment or software purchased under the Contract shall be performed by manufacturer certified technicians properly trained and/or authorized to perform such services. 5.2. LOANER EQUIPMENT. Loaner Equipment will be provided at no charge during any repairs required by Equipment or hardware purchased under the contract during the first year of use and during any extended warranty period, unless Customer declines the use of loaner Equipment. Loaner Equipment does not have to be the same model, but must perform the same functions as the Equipment being repaired. The Contractor shall be responsible for any shipping and delivery charges associated with providing Equipment loaners. 5.3. EXCESSIVE SERVICE AND DOWNTIME. Equipment that develops a trend of requiring an excessive number of service calls or repairs shall be reported by the Purchaser to the Contractor. Purchaser shall have the option to have individual Equipment items replaced at no additional cost if more than three (3) warranty service calls occur within six (6) months of delivery date of new or replaced equipment. Replaced equipment will be new and shall meet all applicable manufacturer specifications. 6. PREVAILING WAGE. 6.1. PREVAILING WAGE COMPLIANCE. This Contract is subject to Washington's Prevailing Wage on Public Works Act (RCW 39.12). Accordingly, for work pursuant to this Contract, Contractor unless exempt, shall pay all workers employed in the performance of any part of the work in accordance with RCW 39.12 and the rules promulgated by the Washington State Department of Labor and Industries. 6.2. WAGE RATES. Contractor, or any other person doing any portion of the work covered by this Contract, shall not pay any laborer, worker, or mechanic less than the applicable and most current prevailing hourly wage rates and fringe benefits for said worker's classification to all laborers workers or mechanics who perform any work pursuant to any resulting contract, in conformance with the scope or work description of the Industrial Statistician of the Washington State Department of Labor and Industries. Contractor shall have sole responsibility to ascertain the applicable prevailing rate of wage for such classification, as set forth by the State of Washington for the County in which the work is performed. The applicable prevailing wage rates are set forth on the website for the Washington State Department of Labor and Industries. Prevailing wage rates are updated twice a year, on the first business day in February and August, and take effect thirty (30) days after publication. 6.3. STATEMENT OF INTENT TO PAY PREVAILING WAGES. Before commencing any work under this Contract, Contractor (and all subcontractors) shall file with the Washington State Department of Labor and Industries, for approval, a statement, under oath, certifying its Intent to Pay Prevailing Wages. Contractor also shall provide a copy of the Intent to Pay Prevailing Wages to the Purchaser. MASTER CONTRACT No. 03418 6 (Rev.4-24-2017) 6.4. INVOICES & CONTRACT PAYMENTS. Contractor understands and agrees that each invoice for payment submitted to Enterprise Services shall state that prevailing wages have been paid in accordance with the pre -filed Statement(s) of Intent, as approved. Copies of the Intent to Pay Prevailing Wages shall be posted on the work site with the address and telephone number of the Industrial Statistician of the Washington State Department of Labor and Industries where a complaint or inquiry regarding prevailing wages may be made. 6.5. AFFIDAVIT OF WAGES PAID. Upon completion of the work under this Contract, Contractor (and each subcontractor) shall file with the Washington State Department of Labor and Industries the approved Affidavit of Wages Paid. Enterprise Services shall condition final payment to Contractor on the submittal of such Affidavit of Wages Paid. 6.6. LABOR & INDUSTRIES FEES. Contractor shall pay to the Washington State Department of Labor and Industries any applicable fees for the Statement of Intent and/or Affidavit of Wages Paid that are to be submitted to the Washington State Department of Labor and Industries for certification. 6.7. PAYROLL RECORDS. Contractor shall retain payroll records pertaining to work performed for this Contract for three (3) years following expiration or termination of this Contract and, upon request, provide certified copies of such payroll records to Enterprise Services. 7. SECURITY. 7.1. SECURITY COMPLIANCE. Contractor Is responsible for establishing an information security program and maintaining physical, technical, administrative, and organizational safeguards that comply with applicable industry standards and guidelines. Contractor shall materially comply with Washington Office of the Chief Information Officer (OCIO) statewide information technology policies 141.10—Securing Information Technology Assets Standards and 188 - Accessibility, as applicable, for Purchaser and for Contractor's products implemented by Purchaser. Such policies are located on the OCIO website at: https://ocio.wa.gov//policies. 7.2. DATA OWNERSHIP. Purchaser's data collected, used, processed, stored, or generate as the result of the use of the services ("Data") is and shall remain the sole and exclusive property of the Purchaser and all right, title, and interest in the same is reserved by the Purchaser. Contractor shall: (a) keep and maintain Data in strict confidence and as further described in this Master Contract and applicable laws to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose Data solely and exclusively for the purpose of providing the services under this Master Contract; and, (c) not use, sell, rent, transfer, distribute, or otherwise disclose or make available Data for Contractor's own purposes or for the benefit of anyone other than the Purchaser without Purchaser's prior written consent. 7.3. DATA BREACH. Contractor must have an incident response process that follows National Institute of Standards and Technology (NIST) standards and includes breach detection, breach notification and breach response. Upon discovery or reasonable belief of any access, destruction, loss, theft, use or disclosure of Purchaser's data by an unauthorized party ("Data Breach"), Contractor shall notify Purchaser by the fastest means available and also in writing. Contractor shall provide such notification within forty-eight (48) hours after Contractor reasonably believes there has been such a Data Breach. Contractor's notification shall identify: MASTER CONTRACT No. 03418 7 (Rev.4-24-2017) (a) The nature of the Data Breach; (b) The Data accessed, used or disclosed; (c) The person(s) who accessed, used, disclosed and/or received Data (if known); (d) What Contractor has done or will do to quarantine and mitigate the Data Breach; and (e) What corrective action Contractor has taken or will take to prevent future Data Breaches. Contractor shall quarantine the Data Breach, ensure secure access to Data, and restore Equipment and services as needed to comply with terms and conditions of this Master Contract. Contractor shall conduct an investigation of the Data Breach and shall share the report of the investigation with Purchaser. In the event of a Data Breach, Contractor agrees to comply with all applicable law, including but not limited to Revised Code of Washington (RCW) 19.255.010 and RCW 42.56.590. If a Data Breach occurs and is found to be the result of Contractor's acts, omissions or negligence, Contractor shall assume complete responsibility for notification of affected Parties, and be liable for all associated costs incurred, by Purchaser in responding to or recovering from the Data Breach. 8. USING THE MASTER CONTRACT— PURCHASES. 8.1. ORDERING REQUIREMENTS. Eligible Purchasers shall order Equipment and services from this Master Contract, consistent with the terms hereof and by using any ordering mechanism agreeable both to Contractor and Purchaser but, at a minimum, including the use of a purchase order. When practicable, Contractor and Purchaser also shall use telephone orders, email orders, web -based orders, and similar procurement methods (collectively "Purchaser Order"). All order documents must reference the Master Contract number. 8.2. DELIVERY REQUIREMENTS. Contractor must ensure that delivery of Equipment and services will be made as required by this Master Contract, the Purchase Order used by Purchasers, or as otherwise mutually agreed in writing between the Purchaser and Contractor. The following apply to all deliveries: (a) Contractor shall make all deliveries to the applicable delivery location specified in the Purchase Order. Such deliveries shall occur during Purchaser's normal work hours and within the time period mutually agreed in writing between Purchaser and Contractor at the time of order placement. (b) Contractor shall ship all goods and services purchased pursuant to this Master Contract, freight charges prepaid by Contractor, FOB Purchaser's specified destination with all transportation and handling charges included. Contractor shall bear all risk of loss, damage, or destruction of the goods and services ordered hereunder that occurs prior to delivery, except loss or damage attributable to Purchaser's fault or negligence. (c) All packing lists, packages, instruction manuals, correspondence, shipping notices, shipping containers, and other written materials associated with this Master Contract shall be identified by the Master Contract number set forth on the cover of this Master Contract and the applicable Purchaser's Purchase Order MASTER CONTRACT No. 03418 8 (Rev.4-24-2017) number. Packing lists shall be enclosed with each shipment and clearly identify all contents and any backorders. 8.3. RECEIPT AND INSPECTION OF GOODS AND SERVICES. Goods and Services purchased under this Master Contract are subject to Purchaser's reasonable inspection, testing, and approval at Purchaser's destination. Purchaser reserves the right to reject and refuse acceptance of goods and services that are not in accordance with this Master Contract and Purchaser's Purchase Order. Purchaser may charge Contractor for the cost of inspecting rejected goods. If there are any apparent defects in the goods and services at the time of delivery, Purchaser promptly will notify Contractor. At Purchaser's option, and without limiting any other rights, Purchaser may require Contractor to repair or replace, at Contractor's expense, any or all of the damaged goods and services or, at Purchaser's option, Purchaser may note any damage to the goods and services on the receiving report, decline acceptance, and deduct the cost of rejected goods and services from final payment. Payment for any goods under such Purchase Order shall not be deemed acceptance of the goods. 8.4. ON SITE REQUIREMENTS. While on Purchaser's premises, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with Purchaser's physical, fire, access, safety, and other security requirements. 9. INVOICING & PAYMENT. 9.1. CONTRACTOR INVOICE. Contractor shall submit to Purchaser's designated invoicing contact properly itemized invoices. Such invoices shall itemize the following: (a) Master Contract No. 03418 (b) Contractor name, address, telephone number, and email address for billing issues (i.e., Contractor Customer Service Representative) (c) Contractor's Federal Tax Identification Number (d) Date(s) of delivery (e) Invoice amount; and (f) Payment terms, including any available prompt payment discounts. Contractor's invoices for payment shall reflect accurate Master Contract prices. Invoices will not be processed for payment until receipt of a complete invoice as specified herein. 9.2. PAYMENT. Payment is the sole responsibility of, and will be made by, the Purchaser. Payment is due within thirty (30) days of invoice. If Purchaser fails to make timely payment(s), Contractor may invoice Purchaser in the amount of one percent (1%) per month on the amount overdue or a minimum of $1. Payment will not be considered late if a check or warrant is mailed within the time specified. 9.3. OVERPAYMENTS. Contractor promptly shall refund to Purchaser the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) days of written notice to Contractor; Provided, however, that Purchaser shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely payment(s) or issuance of such credit memos, Purchaser may impose a one percent (1%) per month on the amount overdue thirty (30) days after notice to the Contractor. 9.4. NO ADVANCE PAYMENT. No advance payments shall be made for any products or services furnished by Contractor pursuant to this Master Contract. MASTER CONTRACT No. 03418 9 (Rev.4-24-2017) 9.5. No ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or impose any additional charges including, but not limited to, charges for shipping, handling, or payment processing. 9.6. TAXES/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Master Contract. Failure to do so shall constitute breach of this Master Contract. Unless otherwise agreed, Purchaser shall pay applicable sales tax imposed by the State of Washington on purchased goods and services. Contractor, however, shall not make any charge for federal excise taxes and Purchaser agrees to furnish Contractor with an exemption certificate where appropriate. 10. CONTRACT MANAGEMENT. 10.1. CONTRACT ADMINISTRATION & NOTICES. Except for legal notices, the Parties hereby designate the following contract administrators as the respective single points of contact for purposes of this Master Contract. Enterprise Services' contract administrator shall provide Master Contract oversight. Contractor's contract administrator shall be Contractor's principal contact for business activities under this Master Contract. The Parties may change contractor administrators by written notice as set forth below. Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the Parties may specify in writing: Enterprise Services Attn: Neva Peckham Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Tel: (360) 407-9411 Email: nvea.peckham@des.wa.gov Contractor Attn: Dave Crace Avidex Industries LLC 13555 Bel -Red Road, Suite 226 Tel: (425) 274-7916 Email: dcrace@avidexay.com Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee. 10.2. CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE. Contractor shall designate a customer service representative (and inform Enterprise Services of the same) who shall be responsible for addressing Purchaser issues pertaining to this Master Contract. 10.3. LEGAL NOTICES. Any legal notices required or desired shall be in writing and delivered by U.S. certified mail, return receipt requested, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the Parties may specify in writing: Enterprise Services Attn: Legal Services Manager Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Email: greg.tolbert@des.wa.gov Contractor Attn: Dave Crace Avidex Industries LLC 13555 Bel -Red Road, Suite 226 (425)-274-7916 Email: dcrace@avidexay.com MASTER CONTRACT No. 03418 (Rev.4-24-2017) 10 Notices shall be deemed effective upon the earlier of receipt when delivered, or, if mailed, upon return receipt, or, if emailed, upon transmission to the designated email address of said addressee. 11. CONTRACTOR SALES REPORTING; VENDOR MANAGEMENT FEE; & CONTRACTOR REPORTS. 11.1. MASTER CONTRACT SALES REPORTING. Contractor shall report total Master Contract sales quarterly to Enterprise Services, as set forth below. (a) Master Contract Sales Reporting System. Contractor shall report quarterly Master Contract sales in Enterprise Services' Master Contract Sales Reporting System. Enterprise Services will provide Contractor with a login password and a vendor number. The password and vendor number will be provided to the Sales Reporting Representative(s) listed on Contractor's Bidder Profile. (b) Data. Each sales report must identify every authorized Purchaser by name as it is known to Enterprise Services and its total combined sales amount invoiced during the reporting period (i.e., sales of an entire agency or political subdivision, not its individual subsections). The "Miscellaneous" option may be used only with prior approval by Enterprise Services. Upon request, Contractor shall provide contact information for all authorized purchasers specified herein during the term of the Master Contract. If there are no Master Contract sales during the reporting period, Contractor must report zero sales. (c) Due dates for Master Contract Sales Reporting. Quarterly Master Contract Sales Reports must be submitted electronically by the following deadlines for all sales invoiced during the applicable calendar quarter: FOR CALENDAR QUARTER ENDING MASTER CONTRACT SALES REPORT DUE March 31: April 30 June 30: July 31 September 30: October 31 December 31: January 31 11.2. VENDOR MANAGEMENT FEE. Contractor shall pay to Enterprise Services a vendor management fee ("VMF") of 1.50 percent on the purchase price for all Master Contract sales (the purchase price is the total invoice price less applicable sales tax). (a) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated as follows: Amount owed to Enterprise Services = Total Master Contract sales invoiced (not including sales tax) x .0150. (b) The VMF must be rolled into Contractor's current pricing. The VMF must not be shown as a separate line item on any invoice unless specifically requested and approved by Enterprise Services. (c) Enterprise Services will invoice Contractor quarterly based on Master Contract sales reported by Contractor. Contractors are not to remit payment until they MASTER CONTRACT No. 03418 11 (Rev.4-24-2017) receive an invoice from Enterprise Services. Contractor's VMF payment to Enterprise Services must reference this Master Contract number, work request number (if applicable), the year and quarter for which the VMF is being remitted, and the Contractor's name as set forth in this Master Contract, if not already included on the face of the check. (d) Failure to accurately report total net sales, to submit a timely usage report, or remit timely payment of the VMF, may be cause for Master Contract termination, suspension, or the exercise of other remedies provided by law. Without limiting any other available remedies, the Parties agree that Contractor's failure to remit to Enterprise Services timely payment of the VMF shall obligate Contractor to pay to Enterprise Services, to offset the administrative and transaction costs incurred by the State to identify, process, and collect such sums. The sum of $200.00 or twenty-five percent (25%) of the outstanding amount, whichever is greater, or the maximum allowed by law, if less. (e) Enterprise Services reserves the right, upon thirty (30) days advance written notice, to increase, reduce, or eliminate the VMF for subsequent purchases, and reserves the right to renegotiate Master Contract pricing with Contractor when any subsequent adjustment of the VMF might justify a change in pricing. 11.3. ANNUAL MASTER CONTRACT SALES REPORT. Contractor shall provide to Enterprise Services a detailed annual Master Contract sales report. Such report shall include, at a minimum: Product description, part number or other Product identifier, per unit quantities sold, and Master Contract price. This report must be provided in an electronic format that can be read by MS Excel. 12. RECORDS RETENTION & AUDITS. 12.1. RECORDS RETENTION. Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Contract and orders placed by Purchasers under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall retain such records for a period of six (6) years following expiration or termination of this Master Contract or final payment for any order placed by a Purchaser against this Master Contract, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. 12.2. AUDIT. Enterprise Services reserves the right to audit, or have a designated third party audit, applicable records to ensure that Contractor has properly invoiced Purchasers and that Contractor has paid all applicable contract management fees. Accordingly, Contractor shall permit Enterprise Services, any Purchaser, and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Contract or orders placed by a Purchaser under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of six (6) years following expiration or termination of this Master Contract or final payment for any order placed by a Purchaser against this Master Contract, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. MASTER CONTRACT No. 03418 12 (Rev.4-24-2017) 12.3. OVERPAYMENT OF PURCHASES OR UNDERPAYMENT OF FEES. Without limiting any other remedy available to any Purchaser, Contractor shall (a) reimburse Purchasers for any overpayments inconsistent with the terms of this Master Contract or orders, at a rate of 125% of such overpayments, found as a result of the examination of the Contractor's records; and (b) reimburse Enterprise Services for any underpayment of fees, at a rate of 125% of such fees found as a result of the examination of the Contractor's records (e.g., if Contractor underpays the Vendor Management Fee by $500, Contractor would be required to pay to Enterprise Services $500 x 1.25 = $625). 12.4. PUBLIC INFORMATION. This Master Contract, all related documents, and all records created as a result of the Master Contract, are subject to public disclosure as required by Washington's Public Records Act, RCW chapter 42.56. Consistent with the Public Records Act, to the extent that any such Contractor document or record — in whole or in part — includes information exempted or protected from disclosure by the Public Records Act, Contractor may mark such document or record — the exempted or protected portions only — with the specific basis for protection under the Public Records Act. In the event that Enterprise Services receives a public records disclosure request that pertains to such properly marked documents or records, Enterprise Services shall notify Contractor of such disclosure request and of the date that the records will be released to the requester unless Contractor, at Contractor's sole expense, timely obtains a court order enjoining such disclosure. In the event Contractor fails to file a motion for a court order enjoining such disclosure, Enterprise Services shall release the requested documents on the date specified. Contractor's failure properly to identify exempted or protected information or timely respond after notice of request for public disclosure has been given shall be deemed a waiver by Contractor of any claim that such materials are protected or exempt from disclosure. 13. INSURANCE. 13.1. INSURANCE OBLIGATION. During the Term of this Master Contract, Contractor obtain and maintain in full force and effect, at Contractor's sole expense, insurance coverage as detailed in Exhibit A —Insurance Requirements of this document. 13.2. WORKERS COMPENSATION. Contractor shall comply with applicable workers compensation statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, Enterprise Services may terminate this Master Contract. This provision does not waive any of the Washington State Department of Labor and Industries (L&I) rights to collect from Contractor. In addition, Contractor waives its immunity under RCW Title 51 to the extent it is required to indemnify, defend, and hold harmless the State of Washington and its agencies, officials, agents, or employees. 14. CLAIMS. 14.1. ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES. Contractor assumes sole responsibility and all risks of personal injury or property damage to itself and its employees and agents, in connection with Contractor's operations under this Master Contract. Enterprise Services has made no representations regarding any factor affecting Contractor's risks. Contractor shall pay for all damage to any Purchaser's property resulting directly or indirectly from its acts or omissions under this Master Contract, even if not attributable to negligence by Contractor or its agents. MASTER CONTRACT No. 03418 13 (Rev.4-24-2017) 14.2. THIRD -PARTY CLAIMS; INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless Enterprise Services and any Purchaser and their employees and agents from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees, and expert fees (collectively "claims") arising from any act or omission of Contractor or its successors, agents, and subcontractors under this Master Contract, except claims caused solely by Enterprise Services or any Purchasers' negligence. Contractor shall take all steps needed to keep Purchaser's property free of liens arising from Contractor's activities, and promptly obtain or bond the release of any such liens that may be filed. 15. DISPUTE RESOLUTION. The Parties shall cooperate to resolve any dispute pertaining to this Master Contract efficiently, as timely as practicable, and at the lowest possible level with authority to resolve such dispute. If, however, a dispute persists and cannot be resolved, it may be escalated within each organization. In such situation, upon notice by either party, each party, within five (5) business days shall reduce its description of the dispute to writing and deliver it to the other party. The receiving party then shall have three (3) business days to review and respond in writing. In the event that the Parties cannot then agree on a resolution of the dispute, the Parties shall schedule a conference between the respective senior manager of each organization to attempt to resolve the dispute. In the event the Parties cannot agree, either party may resort to court to resolve the dispute. 16. SUSPENSION & TERMINATION; REMEDIES. 16.1. SUSPENSION & TERMINATION FOR DEFAULT. Enterprise Services may suspend Contractor's operations under this Master Contract immediately by written cure notice of any default. Suspension shall continue until the default is remedied to Enterprise Services' reasonable satisfaction; Provided, however, that, if after thirty (30) days from such a suspension notice, Contractor remains in default, Enterprise Services may terminate Contractor's rights under this Master Contract. All of Contractor's obligations to Enterprise Services and Purchasers survive termination of Contractor's rights under this Master Contract, until such obligations have been fulfilled. 16.2. DEFAULT. Each of the following events shall constitute default of this Master Contract by Contractor: (a) Contractor fails to perform or comply with any of the terms or conditions of this Master Contract including, but not limited to, Contractor's obligation to pay vendor management fees when due; (b) Contractor breaches any representation or warranty provided herein; or (c) Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary. 16.3. REMEDIES FOR DEFAULT. (a) Enterprise Services' rights to suspend and terminate Contractor's rights under this Master Contract are in addition to all other available remedies. (b) In the event of termination for default, Enterprise Services may exercise any remedy provided by law including, without limitation, the right to procure for all Purchasers replacement goods and services. In such event, Contractor shall be liable to Enterprise Services for damages as authorized by law including, but not limited to, MASTER CONTRACT No. 03418 14 (Rev.4-24-2017) any price difference between the Master Contract price and the replacement or cover price as well as any administrative and/or transaction costs directly related to such replacement procurement — e.g., the cost of the competitive procurement. 16.4. LIMITATION ON DAMAGES. Notwithstanding any provision to the contrary, the Parties agree that in no event shall any party or Purchaser be liable to the other for exemplary or punitive damages. 16.5. GOVERNMENTAL TERMINATION. (a) Termination for Withdrawal of Authority. Enterprise Services may suspend or terminate this Master Contract if, during the term hereof, Enterprise Services' procurement authority is withdrawn, reduced, or limited such that Enterprise Services, in its judgment, would lack authority to enter into this Master Contract; Provided, however, that such suspension or termination for withdrawal of authority shall only be effective upon twenty (20) days prior written notice; and Provided further, that such suspension or termination for withdrawal of authority shall not relieve any Purchaser from payment for goods and services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such suspension or termination for withdrawal of authority, neither Enterprise Services nor any Purchaser shall have any obligation or liability to Contractor. (b) Termination for Public Convenience. Enterprise Services, for public convenience, may terminate this Master Contract; Provided, however, that such termination for public convenience must, in Enterprise Services' judgment, be in the best interest of the State of Washington; and Provided further, that such termination for public convenience shall only be effective upon sixty (60) days prior written notice; and Provided further, that such termination for public convenience shall not relieve any Purchaser from payment for goods and services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such termination for public convenience, neither Enterprise Services nor any Purchaser shall have any obligation or liability to Contractor. 16.6. TERMINATION PROCEDURE. Regardless of basis, in the event of suspension or termination (in full or in part), the Parties shall cooperate to ensure an orderly and efficient suspension or termination. Accordingly, Contractor shall deliver to Purchasers all goods and services that are complete (or with approval from Enterprise Services, substantially complete) and Purchasers shall inspect, accept, and pay for the same in accordance with this Master Contract and the applicable Purchase Order. Unless directed by Enterprise Services to the contrary, Contractor shall not process any orders after notice of suspension or termination inconsistent therewith. 17. GENERAL PROVISIONS. 17.1. TIME IS OF THE ESSENCE. Time Is of the essence for each and every provision of this Master Contract. 17.2. COMPLIANCE WITH LAW. Contractor shall comply with all applicable law. 17.3. INTEGRATED AGREEMENT. This Master Contract constitutes the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations, representations, and understandings between them. There are no representations or understandings of any kind not set forth herein. MASTER CONTRACT No. 03418 15 (Rev.4-24-2017) 17.4. AMENDMENT OR MODIFICATION. Except as set forth herein, this Master Contract may not be amended or modified except in writing and signed by a duly authorized representative of each party. 17.5. AUTHORITY. Each party to this Master Contract, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Master Contract and that its execution, delivery, and performance of this Master Contract has been fully authorized and approved, and that no further approvals or consents are required to bind such party. 17.6. No AGENCY. The Parties agree that no agency, partnership, or joint venture of any kind shall be or is intended to be created by or under this Master Contract. Neither party is an agent of the other party nor authorized to obligate it. 17.7. ASSIGNMENT. Contractor may not assign its rights under this Master Contract without Enterprise Services' prior written consent and Enterprise Services may consider any attempted assignment without such consent to be void; Provided, however, that, if Contractor provides written notice to Enterprise Services within thirty (30) days, Contractor may assign its rights under this Master Contract in full to any parent, subsidiary, or affiliate of Contractor that controls or is controlled by or under common control with Contractor, is merged or consolidated with Contractor, or purchases a majority or controlling interest in the ownership or assets of Contractor. Unless otherwise agreed, Contractor guarantees prompt performance of all obligations under this Master Contract notwithstanding any prior assignment of its rights. 17.8. BINDING EFFECT; SUCCESSORS & ASSIGNS. This Master Contract shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns. 17.9. ASSIGNMENT OF ANTITRUST RIGHTS REGARDING PURCHASED GOODS/SERVICES. Contractor Irrevocably assigns to Enterprise Services, on behalf of the State of Washington, any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws in connection with any goods and services provided in Washington for the purpose of carrying out the Contractor's obligations under this Master Contract, including, at Enterprise Services' option, the right to control any such litigation on such claim for relief or cause of action. 17.10. FEDERAL FUNDS. To the extent that any Purchaser uses federal funds to purchase goods and services pursuant to this Master Contract, such Purchaser shall specify, with its order, any applicable requirement or certification that must be satisfied by Contractor at the time the order is placed or upon delivery. 17.11. SEVERABIUTY. If any provision of this Master Contract is held to be invalid or unenforceable, such provision shall not affect or invalidate the remainder of this Master Contract, and to this end the provisions of this Master Contract are declared to be severable. If such invalidity becomes known or apparent to the Parties, the Parties agree to negotiate promptly in good faith in an attempt to amend such provision as nearly as possible to be consistent with the intent of this Master Contract. 17.12. WAIVER. Failure of either party to insist upon the strict performance of any of the terms and conditions hereof, or failure to exercise any rights or remedies provided herein or by law, or to notify the other party in the event of breach, shall not release the other party of any of its obligations under this Master Contract, nor shall any purported oral modification or rescission MASTER CONTRACT No. 03418 16 (Rev.4-24-2017) of this Master Contract by either party operate as a waiver of any of the terms hereof. No waiver by either party of any breach, default, or violation of any term, warranty, representation, contract, covenant, right, condition, or provision hereof shall constitute waiver of any subsequent breach, default, or violation of the same or other term, warranty, representation, contract, covenant, right, condition, or provision. 17.13. SURVIVAL. All representations, warranties, covenants, agreements, and indemnities set forth in or otherwise made pursuant to this Master Contract shall survive and remain in effect following the expiration or termination of this Master Contract, Provided, however, that nothing herein is intended to extend the survival beyond any applicable statute of limitations periods. 17.14. GOVERNING LAW. The validity, construction, performance, and enforcement of this Master Contract shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its choice of law rules. 17.15. JURISDICTION & VENUE. In the event that any action is brought to enforce any provision of this Master Contract, the Parties agree to exclusive jurisdiction in Thurston County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Olympia, Washington. 17.16. ATTORNEYS' FEES. Should any legal action or proceeding be commenced by either party in order to enforce this Master Contract or any provision hereof, or in connection with any alleged dispute, breach, default, or misrepresentation in connection with any provision herein contained, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in connection with such action or proceeding, including costs of pursuing or defending any legal action, including, without limitation, any appeal, discovery, or negotiation and preparation of settlement arrangements, in addition to such other relief as may be granted. 17.17. FAIR CONSTRUCTION & INTERPRETATION. The provisions of this Master Contract shall be construed as a whole according to their common meaning and not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this Master Contract. Each party hereto and its counsel has reviewed and revised this Master Contract and agrees that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be construed in the interpretation of this Master Contract. Each term and provision of this Master Contract to be performed by either party shall be construed to be both a covenant and a condition. 17.18. FURTHER ASSURANCES. In addition to the actions specifically mentioned in this Master Contract, the Parties shall each do whatever may reasonably be necessary to accomplish the transactions contemplated in this Master Contract including, without limitation, executing any additional documents reasonably necessary to effectuate the provisions and purposes of this Master Contract. 17.19. EXHIBITS. All exhibits referred to herein are deemed to be incorporated in this Master Contract in their entirety. 17.20. CAPTIONS & HEADINGS. The captions and headings in this Master Contract are for convenience only and are not intended to, and shall not be construed to, limit, enlarge, or affect the scope or intent of this Master Contract nor the meaning of any provisions hereof. MASTER CONTRACT No. 03418 17 (Rev.4-24-2017) 17.21. ELECTRONIC SIGNATURES. A signed copy of this Master Contractor any other ancillary agreement transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Master Contract or such other ancillary agreement for all purposes. 17.22. COUNTERPARTS. This Master Contract may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Master Contract at different times and places by the Parties shall not affect the validity thereof so long as all the Parties hereto execute a counterpart of this Master Contract. EXECUTED as of the date and year first above written. STATE OF WASHINGTON Department of Enterprise Services y, Signature Au ority Its; Insert Title VS �m (� AVIDEX INDUSTRIES, LLC A Washington limited liability company Dy'- Michael Clar Its: EVP & ❑ r MASTER CONTRACT No. 03418 (Rev.4-24-2017) 18 EXHIBIT A INSURANCE REQUIREMENTS 1. INSURANCE OBLIGATION. During the Term of this Master Contract, Contractor shall obtain and maintain in full force and effect, at Contractor's sole expense, the following insurance coverages: (a) COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial General Liability Insurance (and, if necessary, commercial umbrella liability insurance) covering Bodily Injury and Property Damage on an 'occurrence form' in the amount of not less than $1,000,000 per occurrence and $2,000,000 general aggregate. This coverage shall include Contractual Liability insurance for the indemnity provided under this Master Contract. (b) COMMERCIAL AUTOMOBILE LIABILITY INSURANCE. 'Symbol 1' Commercial Automobile Liability coverage (and, if necessary, commercial umbrella liability insurance) including coverage for all owned, hired, and non -owned vehicles. The combined single limit per accident shall not be less than $1,000,000. (C) PROFESSIONAL LIABILITY (ERRORS & OMISSIONS) INSURANCE. Professional liability insurance in the amount of not less than $1,000,000 combined single limit per occurrence, $2,000,000 general annual aggregate for malpractice or errors and omissions coverage against liability for damages because of personal injury, bodily injury, death, or damage to property, including the loss of use thereof, and damages because of negligent acts, errors, and omissions in any way related to this Master Contract. (d) CRIME INSURANCE/EMPLOYEE DISHONESTY/COMPUTER FRAUD. Employee Dishonesty and (when applicable) Inside/Outside Money and Securities coverages for State of Washington and/or Purchaser -owned property in the care, custody, and control of Contractor. Coverage limits shall not be less than $1,000,000. The limits of all insurance required to be provided by Contractor shall be no less than the minimum amounts specified. Coverage in the amounts of these minimum limits, however, shall not be construed to relieve Contractor from liability in excess of such limits. A cross -liability clause or separation of insured condition shall be included in the general liability, policy required by this Master Contract. 2. INSURANCE CARRIER RATING. Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable to the State of Washington's Office of Risk Management. Insurance coverage shall be provided by companies authorized to do business within the State of Washington and rated A- Class VII or better in the most recently published edition of Best's Insurance Rating. Enterprise Services reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. 3. ADDITIONAL INSURED. Except for Workers' Compensation, Professional Liability, Commercial Automobile Liability, all required insurance shall include the State of Washington and all authorized Purchasers (and their agents, officers, and employees) as an Additional Insureds evidenced by copy of the Additional Insured Endorsement attached to the Certificate of Insurance on such insurance policies. MASTER CONTRACT No. 03418 19 (Rev.4-24-2017) 4. CERTIFICATE OF INSURANCE. Upon request by Enterprise Services, Contractor shall furnish to Enterprise Services, as evidence of the insurance coverage required by this Master Contract, a certificate of insurance satisfactory to Enterprise Services that insurance, in the above -stated kinds and minimum amounts, has been secured. A renewal certificate shall be delivered to Enterprise Services no less than ten (10) days prior to coverage expiration. Failure to provide proof of insurance, as required, will result in contract cancellation. All policies and certificates of insurance shall include the Master Contract number stated on the cover of this Master Contract. 5. PRIMARY COVERAGE. Contractor's insurance shall apply as primary and shall not seek contribution from any insurance or self-insurance maintained by, or provided to, the additional insureds listed above including, at a minimum, the State of Washington and/or any Purchaser. All insurance or self-insurance of the State of Washington and/or Purchasers shall be excess of any insurance provided by Contractor or subcontractors. 6. SUBCONTRACTORS. Contractor shall include all subcontractors as insureds under all required insurance policies, or shall furnish separate Certificates of Insurance and endorsements for each subcontractor. Each subcontractor must comply fully with all insurance requirements stated herein. Failure of any subcontractor to comply with insurance requirements does not limit Contractor's liability or responsibility. 7. WAIVER OF SUBROGATION. Contractor waives all rights of subrogation against the State of Washington and any Purchaser for the recovery of damages to the extent such damages are or would be covered by the insurance specified herein. 8. NOTICE OF CHANGE OR CANCELLATION. There shall be no cancellation, material change, exhaustion of aggregate limits, or intent not to renew insurance coverage, either in whole or in part, without at least sixty (60) days prior written Legal Notice by Contractor to Enterprise Services. Failure to provide such notice, as required, shall constitute default by Contractor. Any such written notice shall include the Master Contract number stated on the cover of this Master Contract. MASTER CONTRACT No. 03418 20 (Rev.4-24-2017)