HomeMy WebLinkAboutContracts & Agreements_132-2016 PACIFIC
PLATINUM LEVEL MAINTENANCE AGREEMENT
UPDATED: JUNE 15, 2016
Contract No.: 120621.8 MC
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This Maintenance Agreement (this "Agreement") is by and between Pacific Video
Products, Inc. ("Provider") and the undersigned customer (the "Customer").
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
I, 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.2 Normal response time will be within forty-eight business hours of a Customer
request. Provider's 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 Customer Responsibilities. Provider's
employees shall have full and free access to the Equipment at the Premises. Customer
agrees to (a) prevent unauthorized adjustment, repair or modification to the Equipment,
(b) ensure that the Equipment is utilized in accordance with the applicable Provider's
and/or manufacturer's 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 Customer's expense, as to permit proper operation of the Equipment
and the system to which the Equipment is a part. In order to protect Customer from
losses resulting from damage to, or destruction of, the Equipment or any of Customer's
systems, Customer shall include the Equipment and such systems in the coverage
provided in its property loss policy to provide against losses from damages to, or
destruction of, the Equipment or any of Customer's systems, excluding losses as a
direct result of Provider's negligence. The Customer 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 Customer to
furnish specialized equipment. In the event that any of the Customer 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.
14312 Franklin Ave.Tustin,Ca 92780 800.576.0060 Fax 714.508.1236 rvww.pacvidea.co111
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PACIFIC
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PLATINUM LEVEL MAINTENANCE AGREEMENT
3. Term. The term of this Agreement shall be one year effective 711116
through 6130117 as described in Exhibit B and as set forth in Exhibit C. The term of this
agreement amends the ending date September 12, 2016 of the existing agreement as
requested by customer to coincide with customer's fiscal year. Either party may
terminate this Agreement by sending written notice to the other party thirty (30) days
prior to termination. In addition to the preceding termination right, Provider shall have
the right to amend the terms as set forth in Exhibit C based upon any changes to Exhibit
A and established by written notice of such change at least forty-five (45) days prior to
the proposed change date.
4. Scheduled Maintenance Charges. In addition to any other charges
or fees specified in this Agreement, Customer 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 Customer 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 Customer 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.
14312 Franklin Ave. Tustin, Ca 92780 800.576.0060 Fax 714.508.1236 www.paevideo.com
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PLATINUM LEVEL MAINTENANCE AGREEMENT
6.1 INSURANCE AND INDEMNIFICATION. Insurance required by this
Agreement shall be maintained by Contractor for the duration of its performance of the Services.
Contractor shall not perform any Services unless and until the required insurance listed below is
obtained by Contractor. Contractor 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.
6.2 Contractor shall secure and maintain Workers' Compensation and Employer's Liability insurance
throughout the duration of its performance of the Services in accordance with the laws of the State of
California,with an insurance carrier acceptable to City as described in Exhibit"C,"entitled"Workers'
Compensation Insurance Certification," which is attached hereto and incorporated herein by this
reference.
6.3 Contractor 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.
6.4 Contractor 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 Contractor owned vehicles used in connection with
Contractor's provision of the Services, hired and non-owned vehicles, and employee non-ownership
vehicles. City shall be names as an additional insured and such insurance shall be primary and non-
contributing to any insurance or self insurance maintained by City.
Contractor 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 and negligent act, omission or failure to act by Contractor, its
officers,employees and agents in performing the Services."
14312 Franklin Ave.Tustin,Ca 92780 800.576.0060 Fax 714.508.1236 www.pacvideo.com
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PLATINUM LEVEL MAINTENANCE 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) customer's negligence; (b) theft, abuse, fire, flood, wind,
lighting, 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 Customer, (a) Provider has no system responsibility as to the use or application of the
Equipment beyond the product specification, and (b) Customer 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
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.
14312 Franklin Ave.Tustin,Ca 92780 800.576.0060 Fax 714.508.1236 www.pacvideo.com
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PLATINUM LEVEL MAINTENANCE AGREEMENT
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 CUSTOMER'S SOLE REMEDY FOR BREACH
OF SUCH WARRANTY SHALL BE FOR CUSTOMER 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 8, 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
CUSTOMER 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. WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION 8,
THE PARTIES AGREE (A) THAT BECAUSE (1) CUSTOMER SHALL OBTAIN
INSURANCE AS PROVIDED IN SECTION 8, ABOVE, TOGETHER WITH SUCH
ADDITIONAL INSURANCE AS CUSTOMER SHALL DESIRE, AND (11) THE FEES
AND CHARGES PAYABLE UNDER THIS AGREEMENT BY CUSTOMER TO
PROVIDER ARE BASED ON THE VALUE OF PROVIDER'S SERVICES AND UPON
THE LIABILITY LIMITATIONS IN THIS SECTION 8, SUCH FEES AND CHARGES
HAVE NO RELATION TO THE VALUE OF THE EQUIPMENT OR TO ANY OTHER
EQUIPMENT OR ITEMS AT THE PREMISES, AND (B) THEREFORE THAT THE
MAXIMUM LIABILITY OF PROVIDER HEREUNDER, FOR ANY DAMAGE OR LOSS,
WHETHER TO PERSON, PROPERTY OR OTHERWISE, SHALL BE LIMITED TO
THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER TO PROVIDER
HEREUNDER.
14312 Franklin Ave.Tustin,Ca 92780 800.576.0060 Fax 714.508.1236 www.paevideo.com
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PLATINUM LEVEL MAINTENANCE AGREEMENT
11. Indemnity. Customer 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 Customer in the event
Customer has a past due account with Provider.
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 hereto 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.
14312 Franklin Ave.Tustin,Ca 92750 800.576.0060 Fax 714.505.1236 wwxy. acvideo.Con)
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PLATINUM LEVEL MAINTENANCE AGREEMENT
15. Notice. Any notices required or permitted under this Agreement shall be in
writing and shall be effective when delivered in person or sent by registered or certified
mail, return receipt requested, with proper postage affixed, or by personal courier to the
address set forth in this Agreement or any more recent address of which the sending
party has been apprised.
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. Paragr�Rjj ea�din s. 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year set forth below.
PROVIDER CUSTOMER
Name: acific Video Products Name: C yPPRedla,ro
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By By:
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Print Name: Tina Vink Print Name Et-)11 rZ
Title : Manager, Sales & Operations Title: ( UkN_A
Date:
Date:
Attest:
Sam Irwin, City Clerk
14312 FratikIiii Ave. TUStill,Ca 92780 800.576.0060 Fax 714.5,08.1236 NY\Vw,v,1riiclv,iLi,C,(),,.,c,�)1-11
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PLATINUM LEVEL MAINTENANCE AGREEMENT
Exhibit A, Rev.1
Listing of Equipment and Identification of Premises
*UPGRADES OR NEW PRODUCTSIDENTIFIED
EQUIPMENT COVERED BY THIS CONTRACT:
ONLY THE ITEMS SPECIFIED IN THE FOLLOWING SCHEDULES:
*Panasonic AW-HE60S, 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, 1X4 D.A. (1)
Extron VSC900, scan converter (1)
Leader 5840, WFMfVecterscope, (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 MICA 1000, switcher 0)
*Samsung H46EDDPLGC, Multi-View monitor (1)
*Dell E271 H, Multi-View monitor (1)
*Audio-Technica ES9151-11818657, microphones (21)
*Audio-Technica ES947W, microphones (6)
*QSC CX-204A, amplifier (1)
*Shure C L D2(SM58, mic. System (1)
"Extron TLP Pro 1020 touch panel (1)
*Renegade 190-440, Master Fader, (1)
*Bi-ArnpTesoraFprte AVB, DSP Fixed 110 server (2)
*Bi-Amp TesiraForte AVB VI , DSP VOIP (1)
Premises:
City of Redlands
35 Cajon St.
Redlands CA 92373
14312 Franklin Ave.Tustin,Ca 92780 800.576.0060 Fax 714.508.1236 www.pacvideo.com
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PLATINUM LEVEL MAINTENANCE AGREEMENT
SCOPE OF EXTENDED SERVICE CONTRACT #1.20621..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
• IVC TH-1500 monitor: Calibrate to NTSC standard
• Leightronics: Upgrade software, calibrate to factory specifications
• Panasonic DVD/R:Clean/demagnetize all heads
• Leader WFMN: Calibrate to factory specifications
• Apple Final Cuts Pro: Memory upgrade to 8GB***
• Apple Final Cuts Pro: Hard drive upgrade from 500 GB to 9TB of video storage***
• Apple Final Cuts Pro: Software will be completely reconfigured for new memory and HDD upgrades***
• iLife: upgrade to current version
• Renegade I/O 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:. Annual maintenance will require 2 days, unless customer specifically require additional tasks
to be performed.
14312 Franklin Ave.Tustin,Ca 92780 800.576.0060 Fax 714.508.1236 www.pacvideo.coiu
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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
• LCD projector lamps
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
14312 Franklin Ave.Tustin,Ca 92780 800.576.0060 Fax 714.508.1236 rvrvw.pacvideo.com
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PLATINUM LEVEL MAINTENANCE AGREEMENT
Exhibit B
Service Period
START: July 1, 2016
EXPIRATION: June 30, 2017
Premises:
City of Redlands
35 Cajon St.
Redlands CA 92373
A fully executed Maintenance Contract will be submitted upon receipt of a City of
Redlands Purchase Order.
14312 Franklin Ave. Tustin,Ca 92780 800.576.0060 Fax 714.508.1236 www.pacvideo.com
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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
FOURTH YEAR 711116 — 6130117: $5,700.00
*** A (2) month credit -$840.00
'Change Third Year contract term ending 9112116 to
coincide with Fiscal Year ending 6130/17
Contract of$4200.00112 = $420.00 month
CREDIT: 2 months =$840.00 ---------------------
FOURTH YEAR BALANCE DUE: $4,560.00
This agreement may be extended as follows:
FIFTH YEAR 711117 — 6130118: $6,400.00
TERMS: Net 30 days (BILLED ANNUALY)
NORMAL RESPONSE TIME: 2448 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.
=END OF DOCUMENT=
14312 Franklin Ave.Tustin,Ca 92780 800.576.0060 Fax 714.508.1236 wwvv.pacvideo.com
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