individual audio and video components designed and configured to operate as one comprehensive system. “Business Day” means any day other than Saturday, Sunday or a scheduled AOC holiday. “Confidential Information” means trade secrets, financial, statistical, personnel, technical, and other Data and information relating to the State or the Court’s business or the business of its constituents. Confidential Information does not include: (i) information that is already known by the receiving party, free of obligation of confidentiality to the disclosing party; (ii) information that becomes generally available to the public, other than as a result of disclosure by the receiving party in breach of this Agreement; (iii) information that is independently developed by the receiving party without reference to the Confidential Information; and (iv) information that the receiving party rightfully obtains from a Third Party free of the obligation of confidentiality to the disclosing party. “Contract” or “Contract Documents” constitute the entire integrated agreement between the State and the Contractor, as attached to and incorporated by a fully executed State Standard Agreement form. The terms “Contract” or “Contract Documents” may be used interchangeably with the term “Agreement.” “Contract Amount” means the total amount encumbered under this Agreement for any payment by the State to the Contractor for performance of the Work, in accordance with the Contract Documents. “Contractor” means the individual, association, partnership, firm, company, corporation, affiliates, or combination thereof, including joint ventures, contracting with the State to do the Contract Work. The Contractor is one of the parties to this Agreement. “Contractor Project Manager” the Contractor’s primary point of contact for all matters related to performance of Work. “Control System” - A sub category of System Interface referring to hardware and software specifically included in a system for the purpose of providing centralized and potentially automated, or scheduled operation of the AV system and associated elements. “Contractor’s Technology” refers to various concepts, methods, methodologies, procedures, processes, know-how, and techniques including, without limitation, function, process, and system, including Contractor’s proprietary delivery
5 Optional – Upon Request, Perform Final System Configuration and Fine Tuning Deliverables: Final system configuration and fine-tuning report referencing all activities and adjustments. Firm Fixed Amount TBD Taxes and Miscellaneous Charges The State will pay the Contractor for any applicable State of California or local sales or use taxes on the services rendered or equipment or component parts supplied pursuant to this Agreement, and occupancy tax and energy surcharge when applicable. The AOC will reimburse Contractor for allowable miscellaneous expenses are directly related to the Services provided AOC by Contractor hereunder, billed in the manner set forth in Section 4, below. Allowable miscellaneous expenses includes unforseen travel and lodging or unforseen need for parts or AV components, but excludes Integration Services and taxes. Contractor shall notify the AOC if miscellaneous expenses will include unforseen travel, in advance of any expenditure. For overnight travel, in accordance with AOC approved guidelines, the AOC will reimburse Contractor as follows: meals shall be reimbursed at the actual cost incurred, not to exceed the following maximum amounts per person per day: breakfast = $6.00; lunch = $10.00; dinner = $18.00; and/or incidentals = $6.00. The AOC shall reimburse Contractor for (a) in-state lodging at the actual cost incurred for expert witnesses only, not to exceed $110.00 per day, plus tax and energy surcharge thereon, and (b) out-of-state lodging at the actual cost incurred, up to the federal per diem lodging rate for that locale, plus tax and surcharges thereon, when substantiated by receipts. Any required air travel will be reimbursed based on lowest available coach fare. Reasonable ground transportation expenses will be reimbursed at applicable IRS approved rate per mile.