HomeMy WebLinkAboutContracts & Agreements_218-2013_CCv0001.pdf PAC11FIC
PLATINUM LEVEL MAINTENANCE AGREEMENT
Contract No.: 120621.MC
This Maintenance Agreement (this "Agreement") is made this 12th date of
September, 2013, by and between Pacific Video Products, Inc. ("Provider") and the City
of Redlands (the "City"). Provider and City are sometimes individually referred to herein
as a "Party" and, together, as the "Parties."
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. Maintenance Provided and Replacement Part Procedure.
Subject to the terms set forth in this Agreement, Provider agrees to provide
maintenance on the equipment listed in Exhibit A hereto (the "Equipment") at the
premises identified on such Exhibit (the "Premises"). Provider shall provide such
service during the hours and according to the schedule identified on Exhibit B attached
hereto. Normal response time will be within forty-eight business hours of a City request.
Providers maintenance service (a) shall include only maintenance of all current
manufactured parts and labor required to repair (or replace) Equipment which has
become defective through normal wear and usage, (b) is intended to keep the
Equipment in, or restore the Equipment to, good working order during the term of this
Agreement, and (c) does not assure against interruptions in operation of the Equipment.
2. Provider Access and City Responsibilities. Provider's
employees shall have full and free access to the Equipment at the Premises. City
agrees to (a) prevent unauthorized adjustment, repair or modification to the Equipment,
(b) ensure that the Equipment is utilized in accordance with the Providers and/or
manufacturers specifications, and (c) keep all walls, doors, windows or other elements
at the Premises as now constructed (or subsequently altered) maintained in such
condition, at City's expense, as to permit proper operation of the Equipment and the
system to which the Equipment is a part. The City shall, in all cases and at no charge to
Provider, perform such non-skilled checks and tests as may reasonably be requested
by Provider and to notify Provider promptly if any of the Equipment fails to properly
respond to any such check or test. These tests shall not require the City to furnish
specialized equipment. In the event that any of the City responsibilities identified in this
Section 2 are not fulfilled, Provider shall have the right to immediately withdraw the
affected Equipment from service coverage under this Agreement without affecting the
scheduled charges under Section 4, below,
3. Term. The term of this Agreement shall be for thirty six (36) months
commencing on its Effective Date; provided, however, that either Party may earlier
terminate this Agreement by sending written notice to the other Party thirty (30) days of
such Party's intent to terminate this Agreement.
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PACIFIC
PLATINUM LEVEL MAINTENANCE AGREEMENT
4. Scheduled Maintenance Charges. In addition to any other charges
or fees specified in this Agreement, City agrees to pay Provider the amounts set forth
on Exhibit C hereto during the term of this Agreement, which amount shall be due and
payable at the time(s) set forth on such Exhibit C. Such amounts are subject to
modification by Provider in accordance with the terms of Section 3, above.
5. Additional Costs and Charges. The cost of materials and
replacement parts installed by Provider in connection with performance of the
maintenance and repair services under this Agreement shall be charged to City as
follows: Dealer cost plus a 15% markup. In addition, on-site maintenance calls (a) in
which the Equipment was not the cause of the reported trouble, (b) where no trouble
was found or (c) where the call was due to City or its representatives improperly
following operating instructions for the Equipment, will be billed separate and apart from
the obligations of this Agreement at the then existing normal rates during standard
business hours (or at one and one-half the normal rates for non-standard business
hours) plus travel costs.
6. Insurance and Indemnification. Insurance required by this
Agreement shall be maintained by Provider for the duration of its performance of the
Services. Provider shall not perform any Services unless and until the required
insurance listed below is obtained by Provider. Provider shall provide City with
certificates of insurance and endorsements evidencing such insurance prior to
commencement of the Services. Insurance policies shall include a provision prohibiting
cancellation or modification of the policy except upon thirty (30) days prior written notice
to City.
A. Provider shall secure and maintain Workers' Compensation and
Employer's Liability insurance in accordance with the laws of the State of California, with
an insurance carrier acceptable to City as described in Exhibit "D," entitled "Workers'
Compensation Insurance Certification," which is attached hereto and incorporated
herein by this reference.
B. Provider shall secure and maintain comprehensive general liability
insurance with carriers acceptable to City. Minimum coverage of One Million Dollars
($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate for public
liability, property damage and personal injury is required. City shall be named as an
additional insured and such insurance shall be primary and non-contributing to any
insurance or self-insurance maintained by City.
C. Provider shall have business auto liability coverage, with minimum limits
of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury
liability and property damage liability. This coverage shall include all Provider owned
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PLATINUM LEVEL MAINTENANCE AGREEMENT
vehicles used in connection with Provider's provision of the Services, hired and non-
owned vehicles, and employee non-ownership vehicles. City shall be named as an
additional insured and such insurance shall be primary and non-contributing to any
insurance or self insurance maintained by City.
D. Provider shall defend, indemnify and hold harmless City and its elected
officials, employees and agents from and against any and all claims, losses or liability,
including attorneys' fees, arising from injury or death to persons or damage to property
occasioned by any negligent act, omission or failure to act by Provider, its officers,
employees and agents in performing the Services. The provision of this subsection
shall survive any termination of this Agreement.
7. Exclusions. Equipment covered under this Agreement must be in good
working order, satisfactory to Provider, prior to commencement of Provider's obligations
hereunder. Provider shall have the right to conduct such tests as Provider desires to
determine for the sole benefit of Provider whether such condition has been satisfied.
Furthermore, service, maintenance or repair of Equipment under this Agreement shall
not include service, maintenance or repair caused by (a) City's negligence; (b) theft,
abuse, fire, flood, wind, lightning, unreasonable power line surges, or acts of God or
public enemy; (c) improper wiring, installation, repair or alteration of Equipment by
persons unauthorized by Provider; (d) use of any Equipment for other than the ordinary
use for which such Equipment was designed or the purpose for which such Equipment
was intended, or (e) failure to provide a suitable operating environment as prescribed by
Provider or by an Equipment manufacturer, including, without limitation, with respect to
electrical power, air conditioning and humidity control. Without limiting the preceding
exclusions, specific items excluded from maintenance under this Agreement are: None.
8. Only Items specifically described in Schedule A are
covered by this contract. Where telephone lines and service contract equipment
are used in conjunction with the Equipment, Provider has no responsibility for such
telephone lines or such service contract equipment. Upon request, Provider will assist
the telephone company in repairing a problem at Provider's then current time and
material rates. Service, maintenance, or repair resulting from configuration changes
made or attempted by persons unauthorized by Provider is excluded from this
Agreement. Except to the extent separately agreed in writing between Provider and
City, (a) Provider has no system responsibility as to the use or application of the
Equipment beyond the product specification, and (b) City assumes full responsibility for
the functional adequacy of the Equipment configuration as applied in the installation and
for all system analysis and system engineering work.
9. Force Majeure. Provider shall not be considered in default if
performance of its obligations hereunder is prevented or delayed by acts of God or
government, labor disputes, failure or delay of transportation, or by vendors or
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PLATINUM LEVEL MAINTENANCE AGREEMENT
subcontractors, or any other similar cause or causes beyond the reasonable control of
Provider. Time of performance of Provider's obligations hereunder shall be extended by
the time period reasonably necessary to overcome the effects of such force majeure
occurrences.
10. LIMITED WARRANTY AND LIMITATION OF LIABILITY.
Provider warrants all work performed by Provider hereunder against defects in
materials and workmanship for a period of ninety (90) days from the date of
performance of such work. THE PARTIES AGREE THAT CITY'S SOLE REMEDY
FOR BREACH OF SUCH WARRANTY SHALL BE FOR CITY TO REQUIRE
PROVIDER TO CORRECT, REPAIR OR REPLACE ANY WORK BY PROVIDER
THAT DOES NOT COMPLY WITH THE FOREGOING WARRANTY. EXCEPT AS
EXPRESSLY PROVIDED IN THIS SECTION 10, PROVIDER GIVES NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, IN CONNECTION WITH SERVICES AND
MATERIALS SOLD OR SUPPLIED HEREUNDER. IN NO EVENT SHALL PROVIDER
BE LIABLE TO CITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES, WHETHER BASED IN TORT
OR CONTRACT, INCLUDING NEGLIGENCE, ARISING OUT OF, OR IN
CONNECTION WITH THIS AGREEMENT, THE OPERATION OF EQUIPMENT
AND/OR SERVICES, EVEN IF PROVIDER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR LOSS.
11. Indemnity. City agrees to indemnify, defend and hold harmless
Provider from and against any and all claims, losses and lawsuits, including, without
limitation, the payment of all damages, expenses, costs and attorney fees incurred by
Provider, its employees and agents, (a) for any patent, copyright, trademark or trade
name infringement claim brought against Provider as a result of Provider's performance
under this Agreement, or (b) for any claims by a third party against Provider for failure of
the Equipment or the services rendered hereunder in any respect, alleged to be caused
by the improper operation of the Equipment or the system to which it is attached,
whether due to malfunctioning or non-functioning of such items, or the negligence,
active or passive, of Provider. Such indemnity shall survive the expiration of the term of
this Agreement.
12. Finance Charges. A monthly finance charge equal to the lesser of
1.5 % or the maximum rate allowed by law will be applied to all past due amounts under
this Agreement. Without limiting any other rights or remedies of Provider under this
Agreement, Provider shall have the right to deny service to City in the event City has a
past due account with Provider.
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PLATINUM LEVEL MAINTENANCE AGREEMENT
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
14. Entire Agreement; Amendments, This Agreement, including the
exhibits hereto, which are hereby incorporated herein by this reference, constitutes the
entire agreement between the Parties with respect to the subject matter hereof and
supersedes any and all prior and contemporaneous representations, proposals,
agreements, negotiations, advertisements, statements, or understandings, whether oral or
written. No amendment to this Agreement shall be binding on either Party unless such
amendment is in writing and executed by authorized representatives of both Parties to this
Agreement.
15. Notice. All notices shall be given in writing by personal delivery or by mail.
Notices sent by mail should be addressed as follows:
City: Provider:
Carl Baker Mr. Robert Myers
Public Information Officer Manager
City of Redlands Pacific Video Products
35 Cajon Street, Suite 200 14312 Franklin Ave.
PO Box 3005 (mailing) Tustin, CA 92780
Redlands, CA 92373
When so addressed, such notices shall be deemed given upon deposit in the United
States Mail. Changes may be made in the names and addresses of the person to whom
notices and payments are to be given by giving notice pursuant to this section 5.15.
16. Subcontract. Provider may, at its option, employ or retain such
subcontractors to perform all or part of the services to be provided by Provider under this
Agreement.
17. Paragraph Headings. The paragraph headings contained herein are
for the convenience of reference only and shall not be construed so as to affect the
interpretation or construction of any substantive provision of this Agreement.
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PACIFIC
PLATINUM LEVEL MAINTENANCE AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year set forth below.
PROVIDER CITY O"EDLDS
Name: Pacific Video Products
By: �cs By:.
Print Name: Robert Myers Print Name: Enrique Martinez
Title: Manager, Presentation Systems Title: City Manager _
Date: /6 Date:
Attest:
Sam Irwin, City Cler
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PACIFIC
PLATINUM LEVEL MAINTENANCE AGREEMENT
Exhibit A
Listing of Equipment and Identification of Premises
EQUIPMENT COVERED BY THIS CONTRACT:
ONLY THE ITEMS SPECIFIED IN THE FOLLOWING SCHEDULES:
Sony BRC300, 3-chip PZM camera (4)
JVC TH-1500GU, 15" high-resolution monitor (5)
JVC BD-X200, authoring recorder (1)
Leightronics Nexus, events manager (1)
Panasonic AGA 556, DVD recorder (4)
Extron 60-445-03, 1 X4 D.A. (1)
Extron VSC900, scan converter (1)
Leader 5840, WFMNecterscope, (1)
Apple Final Cuts Studio G5 (1)
Renegade 302, 4-channel input module (2)
Renegade 313, 8-channel output module (1)
Sony VGNTZI5, monitor, (1)
Datavideo DAC-15, DAC converter (1)
Marshall VR82DP, dual 8" monitor (1)
Digital Video MP6000, DVD authoring recorder (1)
Broadcast Pix Slate 1000, switcher (1)
Premises:
City of Redlands
33 Cajon St.
Redlands CA 92373
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PLATINUM LEVEL MAINTENANCE AGREEMENT
SCOPE OF EXTENDED SERVICE CONTRACT #120621.MC
FEATURES THAT ARE COVERED:
ONCE A YEAR PACIFIC VIDEO PRODUCTS SHALL PERFORM THE FOLLOWING:
• Sony PZM cameras:Clean lens,Check cable/connector integrity,calibrate servo functions
• JVC TH-1500 monitor: Calibrate to NTSC standard
• Leightronics:Upgrade software,calibrate to factory specifications
• Panasonic DVD,R:Cleanidemagnetize all heads
• Leader WFM/V:Calibrate to factory specifications
• iLife:upgrade to current version
• Renegade UO modules: Upgrade software,calibrate to factory specifications
• Sony monitor:Calibrate to NTSC standards
• DataVideo DAC: upgrade software,calibrate to factory specifications
• Marshall dual monitor: upgrade software,calibrate to factory specifications
• Digital Video:Calibrate to factory specifications
• Broadcast Pix:Upgrade software,calibrate to factory specifications
• Replace depleted batteries as required
• Clean optical lens surfaces on all component
• Check software programming on AV Control system
• Perform a system test,verify that overall system performs to factory specifications
• Update signal-flow diagrams,control system software and submit updates on DVD
• Submit a written report on recommendations and costs for additional repairs
PLEASE NOTE: Since this system has not been evaluated or upgraded in over 5 years,Pacific Video Products
will need 3 full days during normal working hours to perform these tasks.Future years of annual maintenance will
only require 1 day,unless City specifically require additional tasks to be performed.
***One time only tasks.
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PLATINUM LEVEL MAINTENANCE AGREEMENT
FEATURES THAT ARE NOT COVERED:
• General house cleaning of facility
• Major calibration of equipment
• Meeting support services
• Equipment not listed in this agreement
• Packaging/shipping expenses
• Rental of equipment during servicing of client's equipment
• Software debug
BENEFITS OF EXTENDED SERVICE CONTRACT:
1. Our normal $125.00/hour reduced to $100.00/hour (4-Hour minimum)
2. Priority service scheduling
3. Reduced rental fee during servicing of equipment
4. Replacement parts billed at cost plus 15%
5. All rates are fixed for the term of this agreement
6. Free telephone consultation with Pacific Video Products' engineers or service
personnel
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PLATINUM LEVEL MAINTENANCE AGREEMENT
Exhibit B
Service Period
START: Upon the Agreement's Effective date
EXPIRATION: Thirty six (36) months after the Effective Date
A fully executed Maintenance Contract will be submitted upon receipt of a City of
Redlands Purchase Order.
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PLATINUM LEVEL MAINTENANCE AGREEMENT
Exhibit C
Scheduled Maintenance Charges and Payment Terms
CITY OF REDLANDS MAINTENANCE AGREEMENT:
FIRST YEAR: $4,850.00
SECOND YEAR: $3,800.00
THIRD YEAR: $4, 200.00
TERMS: Net 34 days (BILLED ANNUALY)
NORMAL RESPONSE TIME: 24-48 HOURS
NORMAL HOURS: 8:30 am until 5:00 pm
Excludes all normal holidays, Saturdays and Sundays.
NORMAL HOURLY RATE FOR FIELD SERVICE TECHNICIAN:
$100.00, (4) Hour minimum.
EVENING AND SATURDAY HOURLY RATE: $150.00
(4) Hour minimum.
SUNDAY AND HOLIDAY HOURLY RATE: $200.00
(4) Hour minimum.
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