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AG 24-023 - AVIDEX INDUSTRIES, LLC
RETURN TO: TERRY SMITH EXT: 2550 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: INFORMATION TECHNOLOGY 2. ORIGINATING STAFF PERSON: THOMAS FICHTNER EXT: 2547 3. DATE REQ. BY: ASAP 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT 19 PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL R OTHER DES MASTER CONTRACT 03418 5. PROJECT NAME: CITY OF FEDERAL WAY COUNCIL CHAMBERS AV SYSTEM BROADCAST AND STREAMING UPGRADE PHASE 1 6. NAME OF CONTRACTOR: AVIDEX INDUSTRIES, LLC ADDRESS: 8509 154TH AVENUE NE. SUITE 100, REDMOND, WA 98052 TELEPHONE 425-643-0330 E-MAIL: JEFF.DAVIS@AVIDEX.COM FAX: SIGNATURENAME: JEFF DAVIS TITLE GENERAL MANAGER 7. EXHIBITS AND ATTACHMENTS: A SCOPE, WORK OR SERVICES N COMPENSATION ® INSURANCE REQUIREMENTS/CERTIFICATE l8 ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES' ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: UPON SIGNING COMPLETION DATE: 12/31/2024 9. TOTAL COMPENSATION $ 43,324,42 (with 10% contingency & tax) (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES} REIMBURSABLE EXPENSE: ❑ YES 9 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED OYES I7NO IF YES, $ 4,375.77 (with 10% contingency) PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED 9 PURCHASING: PLEASE CHARGE TO: 107-1200-102-518-91-410 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER M DIRECTOR TF-1/19/24 ❑ RISK MANAGEMENT (IF APPLICABLE) ® LAW JRC 1124124 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED ❑ LAW DEPARTMENT ® SIGNATORY (MAYOR OR DIRECTOR) �— ❑ CITY CLERK ❑ ASSIGNED AG# AG COMMENTS: 2/2017 DocuSign Envelope ID: 03D3E967-AOA7-459A-960C-F6F2A866E957 City of Federal Way Audiovisual, (AV) and Lighting System Design PHASE 1 Council Chambers AV System Broadcast and Streaming Upgrade Avidex Project 230037 Version 3 STATE OF WASHINGTON DES MASTER CONTRACT NO. 03418 Submitted by Dave Crace 425-274-7916 d ave. c race (c7r, a videx, co m iividex Audio Video Integration & Design Excellence 8509 154th Avenue NE Suite #100 Redmond, WA 98052 1425.643.0330 AVIDEX INDUSTRIES, LLC 1 January 31, 2024 WA Limited Energy License AVIDEIL963CZ Confidential DocuSign Envelope ID: 03D3E967-AOA7-459A-96OC-F6F2A866E957 TABLE OF CONTENTS Council Chambers AV System Broadcast and Streaming Upgrade..................................................1 OVERVIEW................................................................................................................................................ 3 INTRODUCTION.....................................................................................................................................— 3 CITY OF FEDERAL WAY PROJECT REQUIREMENTS....................................................................3 SCOPEOF WORK.................................................................................................................................... 5 SCHEDULE............................................................................................................................................. 8 AVIDEXPROPOSAL..............................................................................................................................8 KEYPERSONNEL.................................................................................................................................8 PRICE AND PAYMENT SCHEDULE..................................................................................................9 DES — STATE MASTER CONTRACT NO. 03418 PRICING........................................................10 PAYMENTTERMS...........................................................................................................................11 AUTHORIZATION TO PROCEED — PHASE 1 DESIGN SERVICES..........................................11 .............................................................................................................................. . TERM ................... 12 ©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 AVIDEX INDUSTRIES, LLC 2 January 31, 2024 Confidential DocuSign Envelope ID: 03D3E967-AOA7-459A-96OC-F6F2A866E957 may not be reproduced or duplicated OVERVIEW Avidex is pleased with the opportunity to help the City of Federal Way with the request for support for the updated Council Chambers audiovisual system, broadcast system and meeting rooms, and desire to develop solutions for Hybrid meeting needs. This project involves an AV systems evaluation at the City of Federal Way, located at 33325 8tn Avenue South Federal Way, WA. 98003 The facilities within the scope of the project consists of the following spaces: 1. Council Chambers 2. Medium Meeting Room 507 3. Medium Meeting Room 544 INTRODUCTION Avidex has the experience, certifications and capability to support the City's request to provide audiovisual, (AV) consulting to evaluate and make recommendations to develop a working system with AV capacities to support hybrid meeting use cases for Unified Communications, (UC) using Zoom, Teams or other soft codec-based video conferencing systems. The Council Chambers system that is currently installed will be evaluated. In our initial conversation the new design will be developed around transitioning the aged legacy AV system equipment and static elements of the current system to a more dynamic new AV system with current technology. Our work will be completed at project site location; City of Federal Way, located at 33325 8tn Avenue South Federal Way, WA. 98003. BACKGROUND The Council Chambers and conference rooms are facilities used to conduct meetings and other meetings where an audiovisual presentation system is used. The existing audiovisual system currently installed has reached the end of its useful life due to age and obsolete functions and needs replacement. The new system will require an assessment of the equipment, cabling and wiring of the system in order to determine remediation and changes to bring the system to a complete and functioning state. CITY OF FEDERAL WAY PROJECT REQUIREMENTS • Dias/staff Monitors - Council can't read content on the screen — must support widescreen format. Is touch screen an option to be zoomed in uniquely for each display? AVIDEX INDUSTRIES, LLC 3 January 31, 2024 Confidential DocuSign Envelope ID: 03D3E967-AOA7-459A-960C-F6F2A866E957 • Lighting - color temperatures are not ideal for broadcast, council complains studio lights are too bright and give headaches, and general ceiling lighting is not bright enough for other events and meetings. • Audio - not enough speakers for the room, need more zones for control of feedback. Podium mic issues with speakers not talking into it. Need to keep conferencing phone capability. • Projector - should go away, replace with large wall monitor or video wall? Same with other TVs hanging down. Change to video walls or large displays at various locations throughout the Chambers. • Podium - need easy to connect system for laptops/ipads/ etc. Wireless? • Clerk audio recording system. Currently using an outdated PC based MSRS software, output from mixer into soundcard. System for other rooms too? Something portable? • Cameras - 4K - add more for dais positions, better angles for whole room, staff, podium, etc. Keep broadcast quality cameras and controls. • Broadcasting/Recording/Playback/scheduling/Storage system... Trticaster? Zoom/Teams, etc. capable. PTZ control all -in -one? Lower Thirds (assignable per camera view? Aka Mayor camera gets mayor lower third). YouTube Live stream (including 24/7 rebroadcast so that Channel 21 and YouTube stream are the same). Storage/Archive video space/system? • Hearing assist - current system might not be up to current standards. It is old and may need to be replaced. • What to do with Epiphan Pearl - keep/integrate? • SCALA (TV Channel 21 bulletin board system - what can we do for better/easier system to have a constant slideshow? • Comcast feed — Should it be 1080 or 40 • We currently use MOOD/DMX Satellite -based music for SCALA. What are other options? • Media/Press feed - audio break out box. How best to integrate? • Digital name plates for council dais positions. • Voting systems for council members with option for results to be displayed to the room. • Public comment signup and queuing system. With possible "on deck/next up" display for the room. • Support possible staff seating area reconfiguration (microphones/displays). • Second Room Option — the room is often used with tables set up in a workshop format and may need to be connected via Zoom so would need cameras installed in a way to support that as well as audio/microphones. • Ability to bookmark/timestamp the video streaming so it could be linked to an agenda to allow viewers to easily find the part of the video they are looking for. • Monitor outside chambers which includes the meeting agenda and possibly a QR Code to access meeting information on mobile devices Other rooms to consider: • Hylebos Room - for broadcasting committee meetings. • Patrick Maher Room - As optional/ mobile setup for other Council meetings elsewhere. Community Center & Dumas Bay AVIDEX INDUSTRIES, LLC 4 January 31, 2024 Confidential DocuSign Envelope ID: 03D3E967-AOA7-459A-96OC-F6F2AB66E957 SCOPE OF WORK AUDIOVISUAL SYSTEM This scope of work includes evaluating the current layout and capacity of the location and providing solutions and quotes on a revised AV system (the "System") and equipment. Based on our experience with other successful AV projects of this scale and request by the City to recommend and advise as part of this work. Avidex will work with the City staff to conduct a needs assessment Avidex will evaluate the Cities, Council Chambers and conference room facilities, AV capabilities and needs, then make recommendations for improvement/replacement based on best practices and available equipment to develop a working solution to conduct Hybrid meetings primarily using Zoom and Teams, (UC) Unified Communications soft codec video conferencing application. • Avidex will provide the City with a single solution to include the required equipment and prices of the equipment as well as the labor for installation. The System must be: • Technically capable of meeting the City's functional requirements/needs • Reliable for the users and not require excessive support • Easy to use for non -technical personnel • Cost-effective both in deployment and long-term operation • Flexible/adaptable to leverage advances in technology without replacement Acceptance Avidex shall have a clear understanding of the needs of the City and make recommendations to the AV systems at the location. Avidex shall provide a clear explanation and documentation of the AV setup the City envisions. • Avidex shall recommend an AV setup that meets the needs/requirements identified in the need's assessment. Documentation Avidex shall provide the following deliverable for this effort: • A written final report in electronic format, detailing the single solution for a comprehensive new updated AV System including price quotations for equipment and labor. AVIDEX INDUSTRIES, LLC 5 January 31, 2024 Confidential DocuSign Envelope ID: 03D3E967-AOA7-459A-960C-F6F2A866E957 LIGHTING SYSTEM Avidex is teaming with Nelson Electric's lighting consultant to provide the Phase 1 Design of the lighting system based on a meeting held with the City of Federal Way on August 1st, 2023. The design for these areas will include the following: Provide a lighting renovation design, and lighting controls upgrade design for the existing City of Federal Way Council Chambers. The lighting renovations will incorporate trim replacement based retrofit components for the recessed downlights, retrofit of the recessed wall sconces with recommendation for their use as an art element, replacement of the existing cove lighting and undercabinet task lighting as well as upgrade of the emergency lighting which doesn't appear to be currently working. In addition, replacement of the existing halogen track mounted floods at the front of the Council Bench with new dynamic white adapting theatrical luminaires with glare reduction to improve lighting for use with AN and online media broadcast. The lighting controls upgrade will pursue reuse of the existing Lutron CGP16 dimming panel with a new controller design and dimmable LED interfaces for the new lighting. This design will include the following for development of the updated system: Inspection of the existing areas under consideration with an eye to inventory of the existing lighting for possible retrofit, relocation or replacement depending on the needs of the current project. The existing building areas will be evaluated for light level, safety, security and wayfinding. Recommendations will be made based on current industry recommended practice. • The lighting controls appear to be in good working condition, albeit review and inspection by the manufacturer will be necessary to ensure the controls will integrate with new controller technology. The existing CGP16 panels are no longer listed by Lutron Controls, but the technology behind it is still in use. The idea being: reuse the panel with LED interfaces, essentially making the panel a big controller, no longer a dimmer, receiving commands from a new processor that can interface with A/V, DMX for dynamic white adaptation of new theatrical lights, emergency system interface, etc., while allowing better remote access control via tablets or phones for adjustments and scheduling. ■ Establish a lighting Basis of Design (BoD) in line with current recommended practice by the Illuminating Engineering Society as well as Washington State and local required codes pertaining to energy and electrical equipment installation. ■ Work with the Lutron dimming controls manufacturer for verification, upgrade, and integration of new technology into the existing CGP16 dimming controls. • CADD layout and design for the project based on XREF versions of the electrical and architectural drawings provided in pdf. All deliverables will be in electronic format. (Any requested hard copies will be billed as a reimbursable cost). ■ Lighting calculations will be performed using AGi32 lighting software to demonstrate photometric distribution of the lighting design. • A Sequence of Operation for the lighting control system after meeting with the owner's representative or facilities engineer to determine recommended schedules of operation. AVIDEX INDUSTRIES, LLC 6 January 31, 2024 Confidential DocuSign Envelope ID: 03D3E967-AOA7-459A-960C-F6F2A866E957 • System start up and testing log sheets for use in full functional testing and programming to guide the installer and programmer in how it should be documented at the end of the project. • Operations and Maintenance document requirements for use by the installer and supplier of the lighting and lighting control equipment. • Contract Administration (CA) as it relates to the lighting and lighting controls design. Meeting with installers on site to review and answer questions on the lighting controls design. Final walk thru and punch list for the installation. • Final review and follow up with the customer to ensure the design is programmed to their satisfaction and that they fully understand the function of the system. The design of the lighting system includes 5 site visits during the design, construction and final testing/focusing with travel included. AVIDEX INDUSTRIES, LLC 7 January 31, 2024 Confidential DocuSign Envelope ID: 03D3E967-AOA7-459A-96OC-F6F2A866E957 SCHEDULE Avidex will work with the City on a schedule to meet to Phase 1 Design completion and resulting Phase 2 Build, Installation and Equipment delivery and support schedule. The planned completion date of this project is slated for August 2024. AVIDEX PROPOSAL SCOPE OF SERVICES This proposal has been developed to provide essential audiovisual design services to the City. The Avidex design process follows the common construction design phases. The proposal includes a needs analysis assessment. This activity is based on gathering information. To establish the system requirements, communication with the user groups provides information about who will use the Boardroom space and what type of activities will occur during the use. To facilitate the gathering of information regarding the needs for the Council Chambers and other meeting rooms. Avidex will participate in a programmatic need's analysis session, to define audiovisual systems capabilities required. 1. Avidex to meet with the City team in person to conduct the AV assessment and discuss the requested upgrades and advise on suitable technology and associated budget. (this proposal allows for 3 meetings.2 onsite meetings and 1 virtual meeting, additional meetings can be requested at additional cost) 2. Avidex to provide a final report to the City detailing the solution with a price proposal for equipment and labor based on the findings and conclusions from the above -mentioned meetings and assessments to include the development for the other meeting rooms within the new facility. KEY PERSONNEL Name Dave Crace Timothy Connor Account Executive Audiovisual Design Engineer Josh De Jesus I Field Engineer Dan Salinas Kevin Nelson AVIDEX INDUSTRIES, LLC Confidential Role Nelson Electric Lighting Consultant Nelson Electric Project Manager January 31, 2024 DocuSign Envelope ID: 03D3E967-AOA7-459A-96OC-F6F2A866E957 PRICE AND PAYMENT SCHEDULE Avidex to conduct with the City a thorough assessment of the current Council Chambers equipment and information gathering on the other spaces within the facility for a $25, 846.00 fee. (This proposal allows for up to 1 on -site meeting with two field engineering personnel and 1 follow-up on -site meeting and virtual web meeting, additional meetings can be requested at additional cost) Avidex to provide a final report to the City detailing the solution for the AV upgrade for Hybrid UC videoconferencing with price proposal for equipment and labor based on the findings and conclusions from the above -mentioned meetings and assessments. TECHNICAL SERVICES — includes project management, on -site audio-visual engineering assessment visit with one audiovisual design engineer and one field engineer to assess the system and make recommendation for changes to be made through the form of a report/proposal after completion of the site visit. This proposal includes non -union labor for all activities. $ 25,846.00 (*Amount not to exceed $28,456.45 including tax and travel.) Nelson Electric will conduct a thorough assessment of the current Council Chambers lighting system for a fee of $9, 795.00 (*Amount not to exceed $10,867.97 including tax and travel.) Total Phase 1 Design Fee: $39,324.42 *The goal of the completed design will be to develop a Phase 2 Build with Equipment, Installation and Support for a Not to Exceed (NTE) amount of $400,000.00 Avidex Payment Terms • Monthly progress invoices will be issued with net 30-day terms AVIDEX INDUSTRIES, LLC 9 January 31, 2024 Confidential DocuSign Envelope ID: 03D3E967-AOA7-459A-96OC-F6F2A866E957 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 10 January 31, 2024 Confidential DocuSign Envelope ID: 03D3E967-AOA7-459A-960C-F6F2A866E957 PAYMENT TERMS 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 - 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 - PHASE 1 DESIGN SERVICES Avidex will begin the implementation phase of this project upon receipt of the client purchase order or executed contract referring to this proposal. Submitted by: Avidex Industries, LLC Name: Jeff Davis Date: January 31, 2024 Client Approval Name: w1 -�Vyf- Date: F.DoeuSigned by: Signature:` ti V.'�S Signature: AVIDEX INDUSTRIES, LLC 11 January 31, 2024 Confidential DocuSign Envelope ID:03D3E967-AOA7-459A-96OC-F6F2A866E957 TERMS The Terms & Conditions are based on State of Washington DES Master Contract No. 03418. https://ap -S.des.wa.gov/DESCoi)tracts/Home/ContractSummary/03418 AVIDEX INDUSTRIES, LLC 12 January 31, 2024 Confidential 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. IT441lor_!W9 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, 202S. 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 (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 (Oi3CPP). 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 B — 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. STATE'S 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 B 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 B — 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 (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, orvoluntarily 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 (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 per€ormed 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 (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. 5. 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 underthe 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 bethe 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 (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: htt ps: //o cio.w a.aov//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 (NISI) 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 (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 (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 underthis 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 addressfor 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 forshipping, 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 985044411 Tel: (360) 407-9411 Email: nvea.peckhar @des.wa.go Contractor Attn: Dave Crace Avidex Industries LLC 13555 Bel -Red Road, Suite 226 Tel: (425) 274-7916 Email: dcrace@avidexay.com Notices shall he 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 Contractor Attn: Legal Services Manager Attn: Dave Crace Washington Dept. of Enterprise Services Avidex Industries LLC PO Box 41411 13555 Bel -Red Road, Suite 226 Olympia, WA 98504-1411 (425)-274-7916 Email: greg.tolbert@des.wa.gov Email: dcrace@avidexay.com MASTER CONTRACT No. 03418 10 (Rev.4-24-2017) 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 (Rev. 4-24-2017) 11 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 forwhich 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 bylaw. 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 ExhibitA-insurance Reauire►nents 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 CONTRAcr 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 (Rev.4-24-2017) 14 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 Purchaserfrom 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 forthe same in accordance with this Master Contract and the applicable Purchase Order. Unless directed by Enterprise Services to the contrary, Contractorshall not process any orders after notice of suspension ortermination 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 (Rev.4-24-2017) 15 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 consentto 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. SEVERABILITY. 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 underthis Master Contract, norshall any purported oral modification or rescission MASTER CONTRACT No. 03418 (Rev.4-24-2017) 16 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 I.Aw. 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 Contract or 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. Sm'm OlF WASHINGTON Department of Enterprise Servlces Signature Au orlty Its: Insert Title MASTER CONTRACT No. 03418 (Rev. 4-24-2017) AvIDEx NousTRIEs, LLC A Washington limited liability company 13y: s Mlchael . Clar Its: EVP & CIMGef 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 Securlties 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 Contractorshall 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. 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 (Rev.4-24-2017) 19 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 (Rev. 4-24-2017) 20 Y = d N ? 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A e a cL .G 6 L C Q C. ! bUa''a 'k 3 o y e o c c a 3 o k E 3 On Z e s m e a' Y ce U m 0 O z ut a AVIDEX IVIANUFACTURER LINE CARD A AKG Acme-flc:s, U.S. Allele & Heath Allah Aulai les, lilt'. ALTINEX, Inc. AMX AnchorAltrllo, Inc. Anixter Anthro Corporation f11_i;i rl t�1c APC by3chneider Electric Apex Tool Croup . X57Wite. Arrive Syst( is Ashly Audio, Inc, Atlas Sound Artotla Technologies Atteyo. Tech, LLC Audio Enhancement Audia Visual Pttrtkittiry International Inc_ AuclJra-TGChnic:a 1M.. Iris, Alit#Ix Auraiex, Acoustics, Inc. A01'01 i hinitilnediAl1 Corp, Avil;vdi B Ba rvo B(ohringer Belden Bolkln Internallonal RopQ Americo Corp. Best Mounting., Heyordynkl mle, Ine. Bianip Systems, Inc. Bhick Box l31m.-Jcii.tllgic Design FlMS Business Machine Sectlrlty Public Address Systems Boston Acoustics Ba Ady Corporation Bretford f4anuficturing, Irlc:. Brlght5ign, LLC 13SSAudio, I - Ail. BTX'rech,nologies, Inc. Rt sIink C i:2 G 01,463ae International, Inc. Cnnibridge .Sound managemflit Canon U.S.A_, Inc. C:Anuys cklsio„ III(% Celerity Te-chnologies Channel Master Chlel' Christie CISco r.1.3ridgc! Products & Equipment Clary 81:181ness Nfachines; Cleal-Coni clearone 0.9.vkattcllo Linlited P.pzj-�, el Cable Toohs Community Professional I.-ollds1vakers Coaq.1 bellslve C01111CCdVity Company Cpm key 5.1f0ty Contemporary Research Corning Gilbert Cortling Incorporated Countryman Associates, Iti c, C ovid, lIle, Crestron Electronics, Inc. Crimson AV Crown Interliational, Inc. C;y'nerPQsvg r 47 D Da- Li to Daniels h4anufacturing Corponition - DhIC uka4 rldeo Corporation db?x, Inc. L71e! f:1 171:sp I tty,s Digital Projection Internal lontll nispl;ly Devices, Illy. Display we-ks Draper„ hic. Rttlwie Gorp. - Audio - Visual Div. Duracell DYIGoar L' Uarthworks, laic_ Baton Il AW - Eastern Avotiskir Works EDAC: Inc. Edgewater Networks, Inc:. Uil(i Intertultional, Me- Electro-Voice Elite Screens, Inc. E'1,M } USA Cori). llo Emerson Network Power -AIM I pii hpi-1 Video UPSON Ergcrtech Grailp, lilt_ Ergatrprcl, Inc. ESE E'rA Sys terns 'Lyerl:cc.us Electronics Corp. E tron Electronics F 1� rantl7olti h5k, Inc. PttJlilort., hie. G Galaxy Audio inc. Gator Cases Inc. Q4IV. tl L L C Gentner ALS Geot+jsiog GercPIGeneral Cable Global Cache H. Wilson Company llnleisj.oal Ilan Research Inc. I-19ilelxlm miTytoti hilt. jM01l, Digital Technology Co. Ltd. HIROSE Electric U,S.& Hitachi America Ltd, Hitachi Software Engineering America M.a Holland Electronics Rosa Technology, Inc. Hubbell InFocus Corporation, Inc. Ingram Micro Inland Products, Inc. INNOVOX Audio installer's Choice to ear ITTCannon IBL Professional IELCO,inc, Joseph Electronics Just Add Power just Add Software JVC Professional Products Company Habel Schlepp Haltntan Creatious, LLC Hey Digital Systems Klein Tools Klilasclt Professional Kramer Electronics USA,, K'fC-Audio Limited kab,gnmmen_ Lake Technologies, Inc_ Leatherman Tool Group 1.4:ctrossmlif% Ine. 1•cs I'p n ti /4Y,irezl ►,t?l. �. Lexicon, file, l;eyard and Planar, a ward Company LG Electronics, U,S.A Liberty AV Solutions LifeSize Linksysd by Cisco Liston Technologies Corporation Logitech, Inc. Lowell Manufacturing Company Luidia L.Wrptt Electronics Company, Inc, Luxi Electronics Corp Luxor Corp. Luxid l tic Mackie Designs, hie Madison Electric Products Mattl►attan / IC Intracu"10 48 Marshall Electronics, ]tic. Marshall furniture, Inc. Matrox Electronic Systems atrox Graphics Inc. I!'ler&e Technologies, Meyer Sound Laboratories, Inc. 7lGi <t—bPAr41..4 Technology Midas Consoles Middle Atlantic Products Miiestone Systems Inc.. Minmentan Power Technologies Mitsubishi Electric Visual and Imaging Systems Mitsutech USA Corp M.2gopiI Cable Monster Cable Products, Inc. Mustang Navitar Inc. NEC Display Solutions Net Display Systems j�gmt: Neutrik USA, Inc. Nocpnl Niveo Professional NOVA Solutions, Inc, NTI Ainericas Qnnc o USA Optical Cable Corporation Qptoma Technology, Inc. Owl, Inc. eA-viige. Device and Safhvare Paladin Tools Panasotlic PANUUIT CORP. Peerless•AV Pelican Products, Inc. Perfect Path Philips sIgnage. Solutlons Phooltlx Colmllt Pic. uic Picture Phom Direct lnc, Ilia rltrollics, I.11c Platinum Tools PLUS Corp, ul'Americal Polyconl, Inc, Pplyyji ion Corporation Prellller Mounts P.reScuuts Pro Co Sound. Inc. prornethean 'rechnologies Ltd Proxima Displays, Inc. i't! risLlAk it QOMO QSC Audio Products, Inc. QSC Audio Products, Inc. Quantum Dalto R Rntle Corivratioa [taprgl•Ior9zpP Company RCI Custom Products RDL, Rfidio Design Labs Reach Tech Co., Ltd, Rellkgs-tleinz, Inc.. RGB Spectrum Ricoh Corporation Rolls Corpm—ation Rose Electronics rp Visual solutions Rubbermaid I{e'r11111care Samsung Electronics America, Inc. Samsung Ted1win Ann c rica Sofa. 111c. Screen Innovations SENKO Advanced Components, Inc, Sen,nheiser Electronic Ctlrp. Sentry 361) Security Sharp Electronics Corp. 5hureIncorporated 5110 SKIS Corporation SMART Technologies 51wrIA.Vi SMIC•Link Electronics $4t181,)Cc.. Sonic Foundry, Inc, Sony Professional Salutions of America Sound Control Technologies SUt ndcrilft USA SoundTube Gntertalrttll+ant, hlc. SP Controls, Ine. Spectrum Industries Spinetix Sloorts select. Stardraw.conl 5441Zeclt Stewart Audio Stewart rilmscreen Corp, Stil)t?V�l Ltd � (IS[) Sutrl;rit�l'V Sur�eX. 5V5 Wrts Sv$1. Stv_itchcraft, Inc. 8ymetrix Inc. 49 T Tagiipy/` G1 North America, Inc. TASCAM TC Electronic, Inc. Tr Connectiviky Tech.leg, Inc. PeW .CK;Iy Labs TEQ AV/Pr The AVC Group Thomas Rp-.vkik International BY. Tightrope. Media 5ystelils TOA Gle<-tronics, Inc 1.15A Toner Cable Equipment, 111r, TOCB�1SI411 'i'oucli5yste�}s corpora lion Tripp Lite t.vONE U Ultimate Support Systems, luc. V yacl¢iq Valcanl VDO360 Video Mount Products (V.MP) VirlYo Yjpc yS.onic. Corp. Vis-ionatry Solutions ViSix, 11w. KtX,,itek Corporation mn Wire Wusuiighouse Digital Electronics, LLC Whirlwind Music Distributors, Inc. Williams Sound, LLC Wilifilester / 101gs riectronics, Inc, Winsted Corporation Wohler 7'eclnwlogle-; tA!41Nf slap, Inc. Wyl'�Si,Cl:1'I'[1 'f �s:h11<.ilc�gl£s i(11w.C."dI. Corp. 50 Exhibit C -Warranty Terms AVIDFX STANDARD WARRAN'IY avidex+bIk� R360 Avidex e S;=RVIC:F MI•.Hu vkku baegrallun A WOU" I, wl'w e I Avldex we.w-arib_, the syslein(s) furnished are free of cdefecas in vrorkn'rzlr'.-'h!p and rnalerials fur a period of one year frorn the date. of aoceptance da te ate of firs[ br,neficril u;f, %qI-Ilcllc:v +r ocl:.urs fu'st f?emerly foi such I:Jelccls (lining the warrardy penod shall be larl:,vfded at no adddional.mgioiIse, to lho client and sfiall he hlaridlod os e;>C� [illiulJSl+! ti5 ib f! d;ll:Il(' CILII'ilY!J non'rial husin sF hour-- and days i �f operation. Under [his kvan-anty Avi der: lnnll 11"ilUbleshoot, unmstall and reinstall any eCILHIDrnenl within the Avlr-lex awhovisl.ial (AV) s)istem except for the cost to service and/or repair Owner Funlished E=duiprient (OFE) jr e,:luiprnerd Out of rilafWfaLt+-Ire> S warranty. ,oxide;: will broker and prcuiess the repr,ir of Thal ecµnl m;;nl at the standard i:widex r ale Avldex Services Provided Under This Warranty • Avider: Will disl)ah_I-r a technician clUring normal 17LISIIIes5 hour: (MI'A to 5PIvl, Monday - Friday) to troubleshrnt the AV ysten'I prof:len-I based on our available resources • ;`+vIdex will identify and uninstall the defective equipineril and return such equlpinenl to the r'narllJfaolur,'r for warrardy proc.essinci • Avirlox will reinstall the repaired or replare:d equipmf-nt and last the s ysl e-nl Avldex. will pay the shil:giincd r.-; Ms assoctaled +,villl the repair of IhO equiprnent. e relit for Owner F.rniished Equlprnent and/or equipment out of manufacturer's warranty - i Avldex Services Not Provided UnderThls Warranty • I :<teil(I UI' I'71'!)yl(le acl(1111011a1 I-ejldlf 551VIC4'.`i ICIr fl'IrII"IUfaChlferW Tl it y i rJVr_rai]fd • Repair of 0!N1`ler Furnisher.I Equipiricl'd • Guarantec:f on -site response lirrra - ♦ Before of after hours oil-sll9 response trrllf; Proactive sul:port or preve tivf rnalintenance • Training r '' ';pal'F' ri l'IU anel' e(ll,lllil'IliJ ll cluring er uipni!'rit l-epalr pericid • 'trt%al'f �inlI/ o� Jer%age' for 51.13t nt-net' ::Isis Of negll(J! nC(' OF MISUSE! If No Fault Found (fJFF) Or IJo Troul:de Found (fdTF) dunng a y dispald-[eta slle visit the owner r v+qll be charge>d .:, fee for Itio visit ut Fvi(lex starnaardTimc<,4 Material lal+> (1711flllllllrn Eil7_ I'Ir.urs ensile lib.[; travel) Y�c :p•rrrr,,: rrr 1 � _ 1 Avldex I infuOavidex,cum 1 800.798.0330 1 www.uvldex.com 09 Master Contract No. 03418 - Audio -Visual Solutions State of Washington CONTRACT AMENDMENT Contracts & Procurement Division Department of Enterprise Services P.O. Box 41411 Contract No.: 03418 Olympia, WA 98504-1411 Avidex Industries, L.L.C. Amendment No.: l 1 1100 Crescent Green, Suite 200 Cary, NC 27518 Effective Date: 9/6/22 FIRST AMENDMENT TO STATEWIDE CONTRACT No. 03418 AUDIO-VISUAL SOLUTIONS This First Amendment ("Amendment") to Contract No. 03418 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 ("State") and Avidex Industries, a Washington limited liability company ("Contractor") and is dated as of September 6, 2022. RECITALS A. State and Contractor (collectively the "Parties") entered into that certain Contract No.03418 for Audio -Visual Solutions dated effective as of April 1, 2019 ("Contract"). B. The amendment set forth herein is within the scope of the Contract. C. The Parties now desire to amend the Contract asset forth herein. AGREEMENT Now THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties hereby agree to amend the Contract, as previously amended, as follows: 1. ECONOMIC ADJUSTMENT. As directed in Section 3.3 of Statewide Contract 03418, an economic adjustment of a 16.05% increase is applied to Exhibit B labor rates not covered under Washington State Department of Labor & Industries prevailing wage as defined under Section 6 of the Contract. All catalogue discounts (% discount off list) and catalogue pricing stay the same. 2. NEw DATE FOR ECONOMic ADJUSTMENTS. Section 3.3 of Statewide Contract 03418 is amended to commence economic adjustments beginning on October 31, 2023 and recurring annually thereafter until the termination of the contract, in order to better align with the publication of the OES survey. 3. No CHANGE OTHER THAN AMENDMENT. Except as amended herein, the Contract is unaffected and remains in full force and effect. STATEWIDE CONTRACT No. 03418 - AMENDMENT No. 1 Page 1 (Rev. 2022-07-26) 4. INTEGRATED AGREEMENT; MODIFICATION. This Amendment constitutes the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. In the event of any conflict between this Amendment and the Contract or any earlier amendment, this Amendment shall control and govern. This Amendment may not be modified except in writing signed by the Parties. 5. AUTHORITY. Each party to this Amendment, 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 Amendment and that its execution, delivery, and performance of this Amendment has been fully authorized and approved, and that no further approvals or consents are required to bind such party. 6. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Amendment or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment or such other ancillary agreement for all purposes. 7. COUNTERPARTS. This Amendment may be executed in one or more 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 Amendment 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 Amendment. EXECUTED AND EFFECTIVE as of the day and date first above written. AVIDEX INDUSTRIES, LLC STATE OF WASHINGTON A WASHINGTON LIMITED LIABILITY COMPANY DEPARTMENT OF ENTERPRISE SERVICES By: Lance Bowers =%'MJ 'AZ-J'1 ' m]! 1i�27� ylSp By; lb,,: Lance Bowers Title: General Manager Dom: 9121/22 Name: Kim Kirkland Title: Procurement Supervisor Date: Sep 22, 2022 CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) �` a>�a 01 /12/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Automatic Data Processing Insurance Agency, Inc. ONE Automatic Data Processing Insurance Agency, Inc. AIr N. F.0- 1-800-524-7024 Iydt_ 1 Adp Boulevard Roseland NJ 07068 INSURED Avldex Industries, LLC 1100 Crescent Green Ste 200 INSURER(S) AFFORDING COVERAGE INSURER A: Hartford Underwriters Insurance Company INSURER B : INSURER C : INSURER D : I Cary NC 275188110 1 INSURER F : COVERAGES CERTIFICATE NUMBER: 3403607 REVISION NUMBER: 30104 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IR TYPE OF INSURANCE ADO SU D POLICY NUMBER MMIDDf EFF MMIOD El[P LL LTR LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1-7 CLAIMS -MADE OCCUR PREMISES Fa occurrence $ MED EXP (Any one person) $ PERSONAL 8 ADV INJURY $ HN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICYJECT LOC PRODUCTS-COMP/OPAGG $ OTHER: $ AUTOMOBILE LIABILITY Me O aBINED SINGLE LI $ ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION PER STATUTE ER AND EMPLOYERS' LIABILITY Y / N I I E.L. EACH ACCIDENT $ 1,000,000 A ANY PROPRIETOR/PARTNER/EXECUTIVE N/A Y 76WBAX4F7Z 06/30/2023 06/30/2024 1,000,000 OFFICERIMEMBEREXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is required) This certificate of insurance includes a Waiver of Subrogation in favor of the certificate holder. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Ave S AUTHORIZED REPRESENTATIVE Federal Way WA 98003 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD �`!� D® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYI) 01/1312024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSH USA, LLC. 1166 Avenue of the Americas NVAMIA61 Joseph Chang FA1t PHONE _ . Ext): AFC Nod 1-MAtL ADDRESS: IDseIg n New York, NY 10036 INSURERS AFFORDING COVERAGE NAIC # INSURER A: Tokio Marine America Insurance Company 10945 CN102238245-Cary-GAUP-23-24 INSURERa_ Mitsui Sumitomo Insurance Company Of America 20362 INSURED Avidex Industries, LLC 1100 Crescent Green INSURER C: W SURER D Suite 200 Cary, NC 27518 COVERAGES CERTIFICATE NUMBER: NYC-011874534-01 REVISION NUMBER: 3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED'ABOVE FOR THE POLICY PERIOD INDICATED: NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. tR AODTYPE OF INSURANCE I INsr) i UBR POLICY NUMBER MWDPOLIDfD/YYYY EFF POLICYEXP LTR LIMITS LT A X COMMERCIAL GENERAL LIABILITY CLL6403455-13 06/30/2023 06/30/2024 EACH OCCURRENCE 1 $ 1,000,000 CLAIMS -MADE � OCCUR $ 1,000,000 PREMISES E occurrence X MED EXP (Any one person) $ 5,000 CONTRACTUAL LIABILITY PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICYFI.WT LOC PRODUCTS - COMP/OP AGG $ 1,000,000 $ OTHER: B AUTOMOBILE LIABILITY EVR8407292 0613072023 06/30/2024 COMB IN Ica eDIS1NGLE LIMIT or $ 1,000,000 BODILY INJURY (Per person) $ X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Peraccident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ HCLAIMS-MADE AGGREGATE $ EXCESS LIAB DED l 1 RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETORIPARTNER/EXECUTIVE OFF N NIA PER OTH- STATUTEI ER E.L. EACH ACCIDENT $ (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE -POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below I I DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Federal Way is included as additional insured where required by written contract with respect to General Liability and Auto Liability. CERTIFICATE HOLDER CANCELLATION City of Federal Way 33325 8th Ave S Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA LLC ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD )' v STATE Of VVASHINGTON Limited Liability Company AVIDEX INDUSTRIES, L.L.C. AVIDEX INDUSTRIES LLC STE 100 8509 154TH AVE NE REDMOND WA 98052-3534 UNEMPLOYMENT INSURANCE - ACTIVE TAX REGISTRATION - ACTIVE CITY/COUNTY ENDORSEMENTS: Issue Date: Jan 05, 2024 Unified Business ID #: 602347574 Business ID #: 001 Location: 0002 Expires: Dec 31, 2024 INDUSTRIAL INSURANCE - ACTIVE ELLENSBURG GENERAL BUSINESS - NON-RESIDENT - ACTIVE PUYALLUP GENERAL BUSINESS - NON-RESIDENT #2007767 - ACTIVE KIRKLAND GENERAL BUSINESS - NON-RESIDENT #OBL-0001275 - ACTIVE BELLINGHAM GENERAL BUSINESS #033251 - ACTIVE OLYMPIA GENERAL BUSINESS - NON-RESIDENT #19570 - ACTIVE VANCOUVER GENERAL BUSINESS - NON-RESIDENT - ACTIVE SNOHOMISH GENERAL BUSINESS - NON-RESIDENT #22247 - ACTIVE SEATAC GENERAL BUSINESS - NON-RESIDENT - ACTIVE MERCER ISLAND GENERAL BUSINESS - NON-RESIDENT #200169 - ACTIVE FEDERAL WAY GENERAL BUSINESS - NON-RESIDENT #04-103948-00-BL - ACTIVE WENATCHEE GENERAL BUSINESS - NON-RESIDENT #080087 - ACTIVE MOUNTLAKE TERRACE GENERAL BUSINESS - NON-RESIDENT - ACTIVE BURIEN GENERAL BUSINESS - NON-RESIDENT #07983 - ACTIVE REDMOND GENERAL BUSINESS - ACTIVE This doclnnent lists the registrations, endorsements, and licenses authorized for the business named above- By accepting this document, the licensee certifies the information on the application l,vas complete, true, and accurate to the best of his of her knowledge, and that business will be conducted in compliance with all applicable Washinglon state, count, and city regulations, roc lur, Uoparhnrnl of Rcu STATE OF WASHINGTON UBI: 602347574 001 0002 Expires: Dec 31, 2024 AVIDEX INDUSTRIES, L.L.C. AVIDEX INDUSTRIES LLC STE 100 8509 154TH AVE NE REDMOND WA 98052-3534 UNEMPLOYMENT INSURANCE - ACTIVE INDUSTRIAL INSURANCE - ACTIVE TAX REGISTRATION - ACTIVE ELLENSBURG GENERAL BUSINESS - NON-RESIDENT - ACTIVE PUYALLUP GENERAL BUSINESS - NON-RESIDENT #2007767 - ACTIVE KIRKLAND GENERAL BUSINESS - NON-RESIDENT #OBL-0001275 - ACTIVE BELLINGHAM GENERAL BUSINESS #033251 - ACTIVE OLYMPIA GENERAL BUSINESS - NON-RESIDENT #19570 - ACTIVE 11�� _ _ _ Ili-, l-, ]),-I— I r., k,--ma U11"A �r STATE OF � 11'ASH W GTOI� 4 Limited Liability Company AVIDEX INDUSTRIES, L.L.C. AVIDEX INDUSTRIES LLC STE 100 8509 154TH AVE NE REDMOND WA 98052-3534 CITY/COUNTY ENDORSEMENTS: BOTHELL GENERAL BUSINESS - NON-RESIDENT #7487 - ACTIVE LICENSING RESTRICTIONS: Issue Date: Jan 05, 2024 Unified Business ID #: 602347574 Business ID #: 001 Location: 0002 Expires: Dec 31, 2024 No person, or business, or those under their control, shall cause or allow the discharge of unauthorized pollutants (e.g. chemicals, oils, detergents, or wastewater) into a City of Redmond storm water drainage system, surface water bodies or groundwater. Not licensed to hire minors without a Minor Work Permit. REGISTERED TRADE NAMES. AVIDEX INDUSTRIES LLC JJJE� li Ii This document lists the registrations, endorsements, and licenses authorized for the business named above- By accepting this document, the licensee certifies the information on the application Baas complete, tine, and accurate to the best of his or her knowledge, and that business will be !� conducted in compliance with all applicable AWashington stale, couiilf, and ciIN regulations. Uimi�ur, ncp.vlmm�l �,f k-o—r STATE OF WASHINGTON UBI: 602347574 001 0002 Expires: Dec 31, 2024 AVIDEX INDUSTRIES, L.L.C. AVIDEX INDUSTRIES LLC STE 100 8509 154TH AVE NE REDMOND WA 98052-3534 UNEMPLOYMENT INSURANCE - ACTIVE INDUSTRIAL INSURANCE - ACTIVE TAX REGISTRATION - ACTIVE ELLENSBURG GENERAL BUSINESS - NON-RESIDENT - ACTIVE PUYALLUP GENERAL BUSINESS - NON-RESIDENT #2007767 - ACTIVE KIRKLAND GENERAL BUSINESS - NON-RESIDENT #OBL-0001275 - ACTIVE BELLINGHAM GENERAL BUSINESS #033251 - ACTIVE OLYMPIA GENERAL BUSINESS - NON-RESIDENT #19570 - ACTIVE IMPORTANT! PLEASE READ THE FOLLOWING INFORMATION CAREFULLY BEFORE POSTING THIS LICENSE General Information Endorsements Post this Business License in a visible location at your All endorsements should be renewed by the expiration place of business. date that appears on the front of this license to avoid any late fees. If you were issued a Business License previously, destroy the old one and post this one in its place. Login to My DOR at dor.wa.gov if you need to make changes to your business name, location, mailing address, telephone number, or business ownership. Telephone: 360-705-6741 If there is no expiration date, the endorsements remain active as long as you continue required reporting. Tax Registration, Unemployment Insurance, and Industrial Insurance endorsements require you to submit periodic reports. Each agency will send you the necessary reporting forms and instructions. For assistance or to request this document in an alternate format, visit htip://business.wa.gov/BLS or call (360) 705-6741. Teletype (TTY) users may use the Washington Relay Service by calling 711. BLS-700-107 (07/27/20) 1/23/24, 8:38 AM Washington State Department of Revenue Washington State Department of Revenue < Business Lookup License Information: Entity name: AVIDEX INDUSTRIES, L.L.C. Business AVIDEX INDUSTRIES LLC name: Entity type: Limited Liability Company UBI #: 602-347-574 Business ID: 001 Location ID: 0002 Location: Active Location address: Mailing address: 8509 154TH AVE NE STE 100 REDMOND WA 98052-3534 8509 154TH AVE NE STE 100 REDMOND WA 98052-3534 Excise tax and reseller permit status: Click here Secretary of State status: Click here New search Back to results hftps://secure.dor.wa.gov/gteunauth/—/#4 1/4 1 /23/24, 8:38 AM Washington State Department of Revenue E d t Filter n orsemen s Endorsements held i License # Count Details Bellingham 033251 General Business Bothell General 7487 Business - Non - Resident Burien General 07983 Business - Non - Resident Ellensburg General Business - Non - Resident Federal Way 04-10394. General Business - Non -Resident Kirkland General OBL-0001 Business - Non - Resident Mercer Island 200169 General Business - Non -Resident Mountlake Terrace General Business - Non -Resident Olympia General 19570 Business - Non - Resident Status Expiration First issua Active Jan-25-2C Active Dec-31-21 Jul-16-20. Active Dec-31-21 Nov-30-2 Active Dec-31-21 Jun-30-2( Active Dec-31-21 Oct-13-2( Active Dec-31-2i Jun-18-2C Active Dec-31-21 Feb-10-2( Active Dec-31-2( Dec-03-21 Active Dec-31-21 Mar-10-2 hftps://secure.dor.wa.gov/gteunauth/—/#4 2/4 1 /23/24, 8:38 AM Washington State Department of Revenue Endorsements held a License # Count Details Status Expiration First issua Puyallup General 2007767 Active Dec-31-21 Jul-31-201 Business - Non - Resident Redmond General Active Dec-31-2i Sep-13-21 Business SeaTac General Active Dec-31-21 Jun-12-2C Business - Non - Resident Snohomish 22247 Active Dec-31-21 Oct-12-2( General Business - Non -Resident Vancouver General Active Dec-31-21 Aug-20-2 Business - Non - Resident Wenatchee 080087 Active Dec-31-2(Oct-16-2( General Business - Non -Resident Governing People May include governing people not registered with Secretary of State Governing people Title CRAIG, SAM i DAVIS, JEFF LAW, KARMY i Registered Trade Names Registered trade names Status First issued hftps://secure.dor.wa.gov/gteunauth/—/#4 3/4 1 /23/24, 8:38 AM Registered trade names Status AVIDEX Active AVIDEX AV Active AVIDEX INDUSTRIES LLC ' Active TELEHEALTH SERVICES Active TELEVUE Active Washington State Department of Revenue First issued Dec-24-2003 Dec-24-2003 Nov-05-2018 Jan-07-2022 Jan-07-2022 View Additional Locations The Business Lookup information is updated nightly. Search date and time: 1/23/2024 8:36:00 AM Contact us How are we doing? Take our survey! Don't see what you expected? Check if your browser is supported https://secure.dor.wa.gov/gteunauth/_/#4 4/4 1/23/24. 8:46 AM Corporations and Charities System Corporations and Charities Filing System Business Information -M Welcome! TERRY U Logout Navigation My Dashboard Corporations and BUSINESS�i9O MFAI1i�� System Business Name: AVIDEX INDUSTRIES, L.L.C. Welcome! TERRY U Logout UBI Number: 602 347 574 Business Type: WA LIMITED LIABILITY COMPANY Business Status: ACTIVE Principal Office Street Address: 1100 CRESCENT GREEN, SUITE 200, CARY, NC, 27518-8110, UNITED STATES Principal Office Mailing Address: 1100 CRESCENT GREEN, SUITE 200, CARY, NC, 27518-8110, UNITED STATES 12/31 /2024 UNITED STATES, WASHINGTON Expiration Date: jurisdiction: htlpa11C+3sscs.wagov!?_91=1'yxilk'_ga'I.IXMTcxNTkwNyaxNZAONxM2NDY1'_ga 780sVE04M'MTmvNiAyODAznllalLyEuMTcwNiAyO6EyMS4wLjAuMA..p/Busmess5earclifBusinesslnformatlon 103 V23124, 8:46 AM Carpafatiorns and ChZdUQ5 5ystsm 12/09/2003 PERPETUAL Formation/ Registration Date: Period of Duration: Inactive Date: Nature of 8uslness: PROFESSIONAL, SCIENTIFIC &TECHNICAL SERVICES, SALES, SERVICE, INSTALLATION, MAINTENANCE AND REPAIR OF AUDIOVISUAL SYSTEMS REGISTERED AGENT INFORMATION Registered Agent Name: CORPORATION SERVICE COMPANY Street Address: 300 DESCHUTES WAY SW STE 208 MC-05C1, TUMWATER, WA, 98501, UNITED STATES Mailing Address: 300 DESCHUTES WAY SW STE 208 MC-CSCi, TUMWATER, WA, 98501, UNITED STATES GOVERNORS hlto!lfccfs.sos.wa.govf9 gi=1'yxiik'_ga'MjA2MT=NUwNy4xNZAONxM2NDYf'ya_7998VE044W'MTcwNjAyODAxNi47yEuMTewNiAyODEyM54wLjAuMA..#l8ur�ness$earchiBu"ssinfarrn8hon ?i3 1/23/24, 8:46 AM Corporations and Charities System Governors Entity First Last Title Type Name Name Name GOVERNOR INDIVIDUAL JEFF DAVIS GOVERNOR INDIVIDUAL SAN1 CRAIG GOVERNOR INDIVIDUAL KARMY LAW Back Filing History Name History HSearch Return to Business https://ccfs.sos.wa.gov/?_gl=1'yxilk'_ga'MjA2MTczNTkwNy4xNzAONzM2NDY1'_ga_7BOBVE04VW'MTcwNjAyODAxNi4l LjEuMTcwNjAyODEyMS4wLjAuMA..#/BusinessSearch/Businessinformation 313