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I. COVERAGE
Audio Visual Innovations, Inc., (AVI-SPL) will repair or arrange for the repair of THE COMPANY'S Warranted Covered
Equipment as necessary when such repair is due to a MECHANICAL or ELECTRONIC BREAKDOWN during the Agreement
Period, subject to the conditions contained herein. AVI-SPL's continued adherence to this agreement is subject to the
satisfaction of all terms and conditions of this Agreement by the Customer.
All repairs and replacements will be performed with new or remanufactured parts and components as decided by AVI-SPL.
All parts or components replaced by AVI-SPL shall become the property of
AVI-SPL. (Covered Equipment is listed in detail in Appendix A of this Agreement.)
11. WHAT IS COVERED
A. Scheduled Preventive Maintenance (PM): AVI shall provide two (2) routine preventive maintenance visits, scheduled
during the Covered Period of this Agreement. During each scheduled Preventive Maintenance (PM) visit AVI authorized
technician(s)shall perform the following services as they relate to the COVERED EQUIPMENT outlined below.
• AVI-SPL
• Complete operational check of the system functions including Mitsubishi Hardware
• Replace client furnished projector lamp, reset counter, clean filters, and align
• Detailed inspection and testing of selected system components
• Adjustment of levels and equalization of equipment settings as required to maintain or optimize overall system
performance
• Professional cleaning of record/playback heads,screens, projector lenses and other critical surfaces,as needed
• Mechanical and electrical adjustment of video projectors as needed
• Inspect and repair any faulty wiring or connections
• Service reports
• Recommendations for any additional services and upgrades
* If abnormal operating conditions outside industry standards are noted during a Preventive Maintenance call and the
repair or correction cannot be accomplished during the PM call, another repair call will be scheduled to correct the noted
condition. In addition, if the repair is not covered by this AGREEMENT as noted in Article IV,AVI-SPL will forward a written
quote for repair to the customer,which will include a description of the condition and a cost to repair.
B. Helpdesk: AVI-SPL's 240 Helpdesk is included with all AVI-SPL Customer Care programs. This service includes unlimited
toll-free phone, e-mail, as well as advance parts replacement, real-time trouble ticket tracking and reporting, detailed
statements of work, global support in the event of international installations, and service level customization, which can
include Time and Materials calls and contracts for onsite work.AVI-SPL will:
• Provide first call pickup within 60 seconds,90%of time
• Log all trouble tickets into tracking system
• Perform diagnostics and analysis remotely if applicable(Telnet,VPN, Extranet,etc.)
• Schedule repairs and/or temp solutions
• Dispatch technicians as needed
C. Parts Repair/Replacement: All parts required for repair of COVERED EQUIPMENT shall be repaired or replaced at AVISPL's
discretion discounted 15% off list price unless CUSTOMER elects to accept optional extended warranty on equipment. If
option for an extended warranty is part of the agreement,AVI-SPL will repair any equipment covered under the agreement.
D. Labor for Repair: Telephone support and all on-site labor for repair of COVERED EQUIPMENT shall be free of charge, except
as excluded by Article IV of this AGREEMENT. All in-shop labor for repair of COVERED EQUIPMENT shall be discounted 10%
off published rates except as excluded by Article IV of this AGREEMENT.
On-site service hours for this AGREEMENT are from 8:00 a.m. to 5:00 p.m. Monday through Friday, excluding holidays.
Telephone support is provided from 24/7/365. Work must begin and end within these on-site service hours or telephone
support hours, based on the service being provided.
1'
Work,which is performed outside these hours, is billable at$180.00 per hour of actual work done on Customer's premises,
Monday through Friday (excluding holidays) and $240.00 per hour of actual work done on Customer's premises Saturday,
Sunday and holidays. By entering into this AGREEMENT the CUSTOMER agrees to allow AVI-SPL to bill for on-site service
provided outside on-site service hours at the corresponding rates as shown in this section. AV[-SPL will invoice the
Customer for any on-site work performed outside on-site service hours and any such invoice will be due net thirty(30)from
receipt of invoice. Any invoices not paid when due shall be considered a breach of this AGREEMENT.
E. Response Time: AVI-SPL agrees to have a technician on the CUSTOMER'S site within 48 hours of a request for service, if
such time frame is requested by the CUSTOMER and within the terms and conditions of this AGREEMENT. AVI-SPL agrees
to respond to the CUSTOMER'S request for service by telephone within two(2)hours of receipt of the request for service.
F. Failure of a Covered Component.
The CUSTOMER must give AV[-SPL access to all COVERED EQUIPMENT at a time within the 48 hours following equipment
failure that is mutually agreeable to both the CUSTOMER and AVI-SPL and is during OUR on-site service hours. If such a time
cannot be mutually agreed upon,AVI-SPL will schedule a service call to the CUSTOMER'S EQUIPMENT LOCATION at the first
available time beyond the 48 hour period during the on-site service hours.
G. Transportation of Parts and Equipment: AVI-SPL will pay for transportation of COVERED EQUIPMENT from the
EQUIPMENT LOCATION to OUR shop for repair. AVI-SPL will pay transportation costs of equipment from the EQUIPMENT
LOCATION or OUR shop to the manufacturer,if manufacturer repair is required. AVI-SPL will pay for transportation of parts
and components ordered in connection with servicing of the COVERED EQUIPMENT. Transportation will be provided by
OUR staff or by commercial carrier. If shipped by commercial carrier, it will be shipped for two-day delivery. Expedited
delivery is also available, upon request. If the CUSTOMER wishes to have the parts expedited,the CUSTOMER agrees to be
billed for the cost difference between the two-day delivery and the expedited delivery.
H. Confidentiality: AVI-SPL acknowledges that during the term of this AGREEMENT, and in the course of performing services
for the CUSTOMER, AVI-SPL may have access to the CUSTOMER'S confidential and proprietary information ("Confidential
Information"). AVI-SPL agrees to strictly maintain the confidentiality of such Confidential Information and will only disclose
such information to OUR service personnel to the extent that such Confidential Information is necessary in the performance
of services under this AGREEMENT. AVI-SPL shall ensure that all service personnel strictly adhere to the obligation of
nondisclosure detailed herein. It is further agreed that neither party shall use the other party's name,trademarks, service
marks,logos,trade names and/or branding without such other party's written consent.
Ill. THE CUSTOMER'S OBLIGATIONS DURING THE AGREEMENT PERIOD
A. Equipment Maintenance and Alteration: The CUSTOMER must provide AVI-SPL with reasonable access to the COVERED
EQUIPMENT for scheduled Preventive Maintenance visits only as necessary for the performance of services under this
contract. The CUSTOMER may not alter, repair or modify the COVERED EQUIPMENT or wiring interconnections except as
expressly directed by AVI-SPL service personnel. The CUSTOMER must operate the equipment as detailed in the user
operations manual provided by the manufacturer with the COVERED EQUIPMENT. The CUSTOMER may not add
equipment,components,wiring or other parts to the COVERED EQUIPMENT without written notification to and acceptance
by AVI-SPL. Repairs to the covered equipment/systems that have been altered or modified without written notification to
AV[-SPL,shall be billed at OUR standard published rate.
IV. WHAT IS NOT COVERED
A. Consumables{lamps,filters,etc...}
B. Failure due to or caused by fire,failure as a result of utility services,failure as a result of poor, unconditioned or fluctuating
electrical power,or natural and environmental causes such as earthquake,tornado,lightning,corrosion,flood,or other acts
of God, or other causes beyond AVI-SPUS reasonable control. Failures or faults caused by structural, mechanical, electrical,
or plumbing systems or devices not installed by AVI-SPL and not specifically covered under this AGREEMENT.
C. Failure caused by abuse, misuse,or negligence.
D. Any consequential or indirect damages incurred or suffered by the CUSTOMER, or for economic loss, including, but not
limited to inconvenience, loss of profits, loss of business revenue, loss of time, loss of equipment use, or any other
economic loss of any kind whatsoever,even if AVI-SPL has been advised of the possibility thereof.
E. Service required diagnosing the CUSTOMER'S complaint, failure or perceived failure if no mechanical or electrical failure
was found,or improper operation of COVERED EQUIPMENT.
F. Damaged displays caused by image"burn-in".
V. COMMENCEMENT,EXPIRATION,RENEWAL AND CANCELLATION OF AGREEMENT
A. On or before thirty(30)days following the start date of the AGREEMENT:
1. The CUSTOMER may cancel this AGREEMENT and receive refund of the full premium if no benefits have been received
or if no service calls or telephone support have been provided to the CUSTOMER by AVI-SPL.
2. If benefits have been received or if service calls or telephone support has been provided by AVI-SPL, the CUSTOMER
may cancel this AGREEMENT for a refund less the cost of the service performed, based on AVI-SPL'S published rate
schedule or 1/12 the cost of the maintenance plan,whichever is greater.
B. If the COVERED EQUIPMENT is not new and was not provided, installed or serviced by AVI-SPL,
AVI-SPL reserves the right to inspect the equipment prior to the commencement of this AGREEMENT to determine if AVI-
SPL wishes to provide the services covered in this AGREEMENT. If AVI-SPL determines that the equipment is not operating
correctly,properly,or requires service to bring the equipment to good operating condition,AVI-SPL will provide an estimate
to the CUSTOMER regarding the cost of such service. This service is not considered part of this AGREEMENT. If the
CUSTOMER declines to have AVI-SPL perform the work required to bring the COVERED EQUIPMENT up to good operating
condition,AVI-SPL will impose a maintenance inspection fee.
C. AV[-SPL may cancel this AGREEMENT at any time for non-payment of the premium or if the CUSTOMER does not meet the
CUSTOMER'S obligations under Article 111. If the CUSTOMER does not meet obligations under Article III or does not pay the
premium within thirty (30) days from receipt of
AVI-SPUS invoice,AVI-SPL has the right to cancel this AGREEMENT upon forwarding written notice of non-payment. In the
event of cancellation due to non-payment,the CUSTOMER agrees to be liable for the full cost of services and parts provided
to the CUSTOMER at the rates published in AVI-SPL'S most current rate schedule. In the event that the CUSTOMER does
not meet the CUSTOMER'S obligations under Article III,AVI-SPL will provide a prorated refund based on the time expired on
the AGREEMENT.
D. The AGREEMENT shall commence upon the receipt of a purchase order or other acceptable payment guarantee, or on the
date identified on the first page of this AGREEMENT,whichever is later. No AGREEMENT on the COVERED EQUIPMENT may
be performed prior to the commencement of the AGREEMENT.
E. The AGREEMENT shall expire one year commencing contract award date. Repair work on the COVERED EQUIPMENT,which
was begun prior to the expiration of the AGREEMENT,shall be completed by AV(-SPL.
E. This AGREEMENT shall not automatically renew. A new AGREEMENT must be written in order to provide coverage beyond
the expiration date of this AGREEMENT. Either the CUSTOMER or AVI-SPL may decline to enter into a new agreement.
H. Limitation of Liability-The foregoing warranties are exclusive and in lieu of all other warranties,whether written or oral,
implied or statutory. In no event will the company be liable for any damages,other than the allocable charges paid by the
buyer for the equipment,whether direct,indirect,special,incidental or consequential,arising from any warranty claims.
VII Definitions: The words listed below have the following meanings in this AGREEMENT:
COVERED Means the equipment for which ELECTRONIC OR Means the inability of a properly
EQUIPMENT AVI-SPL will provide service, as MECHANICAL maintained and operated piece of
listed on the first page of this FAILURE AND COVERED EQUIPMENT to perform
AGREEMENT. BREAKDOWN the function(s)for which it was
designed,due solely to defects in
material or faulty workmanship.
Without limitation, Electronic or
Mechanical Breakdown and
Failure do not include damage due
to negligence,caused by accident,
or the gradual reduction in
performance due to wear and
tear.
AGREEMENT Means this Service AGREEMENT AGREEMENT Means the period which begins on
which specifies,among other PERIOD the date shown on page one of
things,the CUSTOMER'S Coverage, this agreement,or the receipt by
the AGREEMENT PERIOD,and the us of an acceptable payment
Covered Equipment. guarantee and ends on the
expiration of the time limitation as
set forth in this AGREEMENT
This AGREEMENT is not a manufacturer's warranty or an extension of a manufacturer's warranty. This Service AGREEMENT may
provide duplicate coverage while manufacturer's warranties are in force. This AGREEMENT is not an express, implied or general
warranty and is not a condition of the purchase of the COVERED EQUIPMENT.
Vlll. Special Provisions: None
Period of Performance Start: May 24,2014 End: May 23,2015
C j '--) i' 9
Accepted fo 0 VI-SPL Accepted for CFW b '
Signature Signature .
Print Name Ste Benjamin Print Name w.w_.,.. L,2111;tll
Title Executive Vice President Title ; pi r ,
Date May 8, 2014 Date 04- 23.
AVI SPL
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Appendix A: Covered Equipment
Company Name: City Fort Worth Texas EOC
Contact Name: Eric Carter
Contact Phone Number: 817-392-2877
Contract Address: 1000 Throckmorton, Ft Worth TX
Contact Email Address: eric.carter@fortworthgov.org
Customer Number: CIT514
The following is a list of the major components covered under the terms and conditions of the Service Agreement
attached herewith.
AVI-SPL—CRG Project# 140I-10-31040
End of document