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HomeMy WebLinkAboutAudio Visual Design Group (6)Prepared for: 1 �l CALIFORNIA AVDG, LLC 1625 Remuda Lane San Jose, CA 95112 877-554-2834 avdg.com TOWN OF LOS ALTOS HILLS SIMPLICITY Service Support Agreement Thursday, January 2, 2020 Deborah Padovan Los Altos Hills City Council 26379 Fremont Road Los Altos Hills, CA 94022 e: dpadovan@losaltoshills.ca.gov o: 650-941-7222 Re: Simplicity - Service Support Agreement Renewal Town of Los Altos Hills AVDG Service Contract No: 12180 Dear Deborah: We have prepared this Simplicity Service Support Agreement proposal which provides you service coverage for your City Council Chambers identified below in our "Area of Concern". This proposal represents our service support recommendations based on our knowledge of your system. INTRODUCTION AVDG, LLC is recognized as a highly talented and successful provider of integrated audio-visual systems in the US. Our approach to AV is unique in that we believe in the long view for AV. We interpret our role as a strategic partner with our clients helping them develop and support their unique presentation and communication needs; those needs of today and their future. The intent is to ensure that we've captured the best technology for the client and maximize the cost/value of their AV investment. We work closely with a company's management and IT team to implement the technologies requested. Our team consists of a vast pool of talent representing many years of AV design/integration experience with team members holding AV certifications and credentials widely respected in the industry. We have refined our model for success by hiring and retaining the best AV talent in the industry. AVDG has offices in San Rafael, San Jose, Southern California, Sacramento, Denver, Chicago and Nashville. We partner with over 600+ manufacturers of display, audio, video, control and ancillary communication components to custom design an AV system relevant to the specific needs of each client. We provide AV services of design and installation based on your specific needs and budget. Our clients come from a wide variety of industries including high tech., gaming, banking, legal, healthcare, education, hospitality, insurance and private and government. A list of references can be provided upon request. 12180 1 AVDG, LLC I January 2, 2020 For more information, please visit our website at www.AVDG.com SIMPLICITY Project: Simplicity — Service Support Agreement Renewal FY 20-21 AVDG Project: 12180 Client: Town of Los Altos Hills We have included service support coverage for the following areas: o Council Chambers AREA OF CONCERN SERVICE SUPPORT AGREEMENT / WARRANTY AVDG, LLC offers the following Service Support Agreement for areas as listed in Areas of Concern above. This Service Support Agreement shall be binding and deemed effective when executed by Town of Los Altos Hills whose signature is provided for on the signature pages hereof 1/17/2020. This Service Support Agreement will run for a twelve (12) month period. AVDG, LLC offers the following additional coverage as part of our Simplicity Service Support Agreement as follows. o On -Site labor within 12 - business hour, during Business Hours o Dedicated Service Team with Direct Email and Direct Phone Number o Priority 30 -minute Response Time (phone or email) during Business Hours o Unlimited Telephone Technical Support 8am-5pm during Business Hours o Facilitate Manufacturer's Warranty Repair or Replacement o Remote Support from AVDG Support Team 8am-5pm during Business Hours • Remote support options: email or phone o Loaner Equipment from Service Equipment Pool if Available o One (1) Preventative Maintenance Visit o Service Business Hours: (8am until 5pm PST) Monday thru Friday (excluding holidays) icity: Service Support Agreement PAYMENT TERMS r rage Period: 01/17/2020 —1/16/2021 $ 4,380.00 Total Due at Signing. 1 $ 4,380.00 12180 1 AVDG, LLC I January 2, 2020 AVDG Important Support Center/ Service Contacts o Technical Phone Support: 1(888) 510-5302 o Service Support Email: Service@avdg.com Preventative Maintenance AVDG, LLC will perform one (1) Preventative Maintenance visit during the term of this agreement. o During this visit, AVDG will: • Provide a thorough inspection of each system covered by this agreement and gain an overall idea of the state of the system. • Attempt to resolve any issues identified during the system inspection. When applicable, facilitate manufacturers equipment repairs. • Provide a thorough cleaning of the system components • Provide a detailed summary of work performed, issues identified, issues resolved, outstanding issues and any items needing follow up. Scheduling of Preventative Maintenance: • Visit will be scheduled during Standard business hours — Monday through Friday 8am-5pm. . • Visit will be scheduled 30 days in advance. • AVDG requests that any issues or concerns regarding the system be reported in advance of the visit to ensure they are properly addressed during the visit. Exclusions Service benefit does not apply to: o Client changes to systems — not covered o If a component fails and is no longer covered under the manufacturer's warranty, AVDG, LLC will facilitate getting the manufacturer to provide a quote to repair or replace the product. AVDG, LLC will install the new or repaired component as part of this service contract. However, AVDG, LLC cannot provide extended warranties on parts or materials outside the manufactures specified warranty period. Nor will AVDG, LLC cover the costs to repair or replace any component that no longer falls within the specified manufacturer's warranty. o Pre-existing components or owner furnished equipment (OFE) shall be supported with the same response time and diagnostics for repair as all new or existing components provided and installed by AVDG, LLC. However, in the event an OFE or pre-existing component fails, AVDG, LLC will require the Client to contact the company from whom they purchased the item to secure support for service or repair of the failed component. AVDG, LLC will deinstall and reinstall the component once repaired or replaced. o AVDG, LLC will not support any item that has been subject to misuse, neglect, accident, operational error or changes made to the system by the client or to the network. o This agreement does not cover components that are not repairable, are considered consumable; such as CRTs, LCD panel, plasma panel, DLP optical engine, ILA type optical units and projector photo lamps. o Equipment not provided by AVDG, LLC and services in support of the audiovisual systems including Wireless Tablets, Data, Voice, WAPS and bridging are not included in this service contract. 12180 1 AVDG, LLC I January 2, 2020 STANDARD TERMS AND CONDITIONS THESE STANDARD TERMS AND CONDITIONS (the "Terms") apply to the "Customer" and AVDG, LLC ("AVDG"), relating to AVDG's design and engineering service, delivery and installation of materials and servicing of installed materials (the "Work"). The Work is described in the attached proposal and/or work order, into which these Terms are incorporated by reference (the "Work Description"). By accepting the proposal or work order or issuing a purchase order relating to a proposal or work order, Customer agrees to these Terms. 1. Contract Price. Customer agrees to pay the total price described in the Work Description (the "Contract Price"). The Contract Price is valid so long as a purchase order is issued and returned to AVDG within five business days from the date of the Work Description or the time specified in the Work Description, whichever date is later, after which time it is subject to change. Equipment and labor will be itemized separately in the Work Description and invoices. Customer will be responsible for a 15% restocking fee for any equipment exchanged or returned, provided that items that are not returnable to the manufacturer are not eligible for cancellation, exchange or return. Customer also shall be responsible for the payment of all applicable taxes, customs, duties and -governmental charges relating to the Work. 2. Scope of Work. (a) Standard Work. AVDG will provide the equipment and labor required to complete the Work. The Customer obtains title to equipment at the earlier of (1) when assembly and/or customization begins at AVDG (if any), (2) delivery to the Customer or (3) payment by AVDG to.a provider for a custom order. The Work does not include additional work outside the scope of audiovisual installation, such as painting, carpentry or moving furniture. AVDG will not be responsible for damaged personal property that is not removed prior to services being performed. AVDG will dispose of all boxes and packaging related to the equipment described in the Work Description. (b) Programming Services, The Work may include custom programming. Programming quoted as part of the Work Description assumes completion during business hours (Monday through Friday, 9:OOam to S:OOpm). Programming requests outside of those hours that are not specified in the Work Description must be completed pursuant to a change order. All additional programming is subject to availability and AVDG is not required to provide any additional programming other than as described in the Work Description. (c) Change Orders. Customer may request change orders, subject to the change order procedure described in this section. AVDG will review change order requests and determine, in its sole discretion, whether the change order can be completed and the price associated with the change order. AVDG will respond to Customer as to whether or not the change order request is acceptable and any additional terms, charges and/or changes in project timelines that will result from the change order request. Customer must accept the change order proposal in order to allow the change order process to continue. Change order invoices are due and payable upon receipt and do not constitute payment towards the Contract Price. 3. Payment Terms. Unless otherwise stated in the Work Description, AVDG's standard terms are Net 30, with 35% of the Contract Price due with purchase order or signed proposal, 40% due when equipment is ordered, 15% due at beginning of onsite installation and the remainder due upon completion of the Work. 4. Late Payments. If payments are not paid when due, (a) AVDG reserves the right to impose a monthly late payment charge on the late balance equivalent to one and one-half percent (1.5%) per month, or the highest rate allowed by law, whichever is less; (b) AVDG reserves the right, upon five days written notice to Customer, discontinue or turn off services being provided to the Customer, including without limitation, television, internet and telephone service; and (c) Customer will be liable for all fees and expenses incurred by AVDG in collecting amounts due under These Terms. These remedies are not intended to be AVDG's sole remedies and in no way precludes AVDG's use of additional available remedies. S. Term and Termination. These Terms shall commence as of the Work Description and shall continue until the completion of the Work. If the Work is terminated for any reason prior to completion, in addition to any payments already received, AVDG shall be entitled to payment for performance completed through the date of termination, which includes delivered equipment, modified or nonreturnable equipment not delivered and labor performed. 6. Warranty; Limitation of Liability. AVDG warrants that audiovisual systems furnished will be free from defects in workmanship or failure for a period of 90 days from the earlier to occur of acceptance or first beneficial use. Warranty service for such defects will be handled in a reasonable and timely manner. Equipment and individual components are covered by manufacturer warranties and 12180 1 AVDG, LLC I January 2, 2020 AVDG warrants the equipment and components furnished and installed for the term established by the manufacturer. Labor to remove equipment and re -install it after the repair is not covered.. Warranty repair equipment should be delivered to AVDG Attention: Service Department. The warranty does not apply to (a) any product that has been subject to misuse, neglect, accidental or operational error, (b) labor for shades telescoping or (c) materials provided by Customer or any other materials not provided by AVDG pursuant to the Work Description. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, AVDG PROVIDES ALL MATERIALS AND SERVICES HEREUNDER ON AN "AS IS" BASIS AND AVDG DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. THE MAXIMUM LIABILITY OF AVDG TO THE CUSTOMER ARISING OUT OF THE PROPOSAL OR CONTRACT RELATING TO THESE TERMS SHALL BE THE AMOUNT OF THE CONTRACT PRICE. UNDER NO CIRCUMSTANCES SHALL AVDG BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES OF ANY KIND. WITHOUT LIMITING THE FOREGOING, AVDG SHALL NOT BE LIABLE FOR ANY DAMAGE TO PERSON OR PROPERTY RESULTING FROM GOODS AND/OR SERVICES PROVIDED HEREUNDER EXCEPTTO THE EXTENT CAUSED SOLELY AND DIRECTLY FROM AVDG'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 7. General Terms. (a) Independent Contractors. Each of the parties is an independent contractor and shall not be considered to be an agent, distributor or representative of the other. Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other. (b) Assignment. These Terms shall inure to the benefit of, and shall be binding upon, the parties and their respective heirs, permitted successors and permitted assigns. The Customer may not assign the proposal or contract relating to these Terms without the prior written consent of AVDG. (c) Force Majeure. AVDG shall not be liable for any delays or other non-performance resulting from fire or other casualty, act of God, war, terrorism or other violence. (d) Governing Law; Venue. These Terms shall be construed in accordance with the laws of the State of California, excluding its conflict of law provisions. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. . (e) Severability. If any provision of these Terms are found to be invalid or unenforceable to any extent, then the invalid portion shall be deemedconformed to the minimum requirements of law to the extent possible. In addition, all other provisions of these Terms shall not be affected and shall continue to be valid and enforceable to the fullest extent permitted by law. (f) Waiver. No waiver of any provision of these Terms shall be valid unless in writing signed by the party to be charged. No waiver with respect to any provision on one occasion shall be deemed a waiver of such provision on any other occasion. (g) Amendment. Any modification or amendment of these Terms or related document must be in writing and signed by both parties. (h) Entire Agreement, Interpretation. These Terms and any other document that it references as being incorporated by reference sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes any other agreements, discussions, proposals, representations or warranties, whether written or oral between the parties with respect to the subject matter hereof. These terms supersede any language contained in Customer Purchase Orders or other documents, and such language shall be void. SUMMARY 12180 1 AVDG, LLC I January 2, 2020 AVDG, LLC is committed to the ongoing service support of our clients. We have the experience and expertise to provide Town of Los Altos Hills with the future support needs for your AVDG Service needs. We are confident that our participation on support will contribute to your AV success. We trust you will find this Service Support Agreement proposal acceptable. All we require is your review and approval of this proposal and a purchase order. This proposal is valid for 30 days. Sincerely, Matt Dokos Account Manager AVDG, LLC 1625 Remuda Lane San Jose, CA 95112 877-554-2834 avdg.com Proposal Approved by: Name & Title (please print): CLIENT APPROVAL 12180 1 AVDG, LLC I January 2, 2020