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HomeMy WebLinkAboutAGR-6946.A - WESTERN A_V - EXTENDED WARRANTY SERVICES FOR OPD A_V EQUIPMENT AND MAINTENANCEDocusign Envelope ID:7F642E1F-62A1-8E7A-8181-B87B68162C10 AGR-6946. A Initial F.PROFESSIONAL SERVICES AGREEMENT Extended Warranty Services] THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at Orange, California, on this 21st day of April 2026 (the "Effective Date")by and between the CITY OF ORANGE, a municipal corporation ("City"), and WESTERN A/V, a California corporation("Contractor"),who agree as follows: 1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit"A," which is attached hereto and incorporated herein by reference. As a material inducement to City to enter into this Agreement,Contractor represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work. The services which are the subject of this Agreement are not in the usual course of City's business and City relies on Contractor's representation that it is independently engaged in the business of providing such services and is experienced in performing the work. Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner in conformance with the standards of quality normally observed by an entity providing such services to a municipal agency. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A" to the contrary. Jude King, Sergeant ("City's Project Manager"), shall be the person to whom Contractor will report for the performance of services hereunder. It is understood that Contractor's performance hereunder shall be under the supervision of City's Project Manager (or his/her designee), that Contractor shall coordinate its services hereunder with City's Project Manager to the extent required by City's Project Manager, and that all performances required hereunder by Contractor shall be performed to the satisfaction of City's Project Manager and the City Manager. 2. Compensation and Fees; Term. a. Contractor's total compensation for all services performed under this Agreement, shall not exceed SIXTEEN THOUSAND FIVE HUNDRED FORTY-FOUR DOLLARS and 00/100 ($16,544.00)without the prior written authorization of City. b. The above compensation shall include all costs, including, but not limited to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental, subsistence and all related expenses. c.The term of this Agreement shall commence on January 30, 2026, and terminate on January 30, 2030. 3. Payment. a. As scheduled services are completed, Contractor shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred. Uocusign Envelope ID:7F642E1F-62A1-8E7A-8181-B87B68162C10 b. All such invoices shall state the basis for the amount invoiced, including services completed,the number of hours spent and any extra work performed. c.City will pay Contractor the amount invoiced within thirty (30) days after the approval of the invoice. d. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice. 4. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefor have been previously authorized in writing and approved by City as an amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the services to be performed and compensation therefor. All amendments shall set forth the changes of work,extension of time,and/or adjustment of the compensation to be paid by City to Contractor and shall be signed by the City's Project Manager, City Manager or City Council, as applicable. 5. Licenses. Contractor represents that it and any subcontractors it may engage, possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that Contractor and its subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Agreement. 6. Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and not an employee of City. City shall have the right to control Contractor only insofar as the result of Contractor's services rendered pursuant to this Agreement. City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and expense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this Agreement. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. Contractor acknowledges that it and any subcontractors, agents or employees employed by Contractor shall not,under any circumstances,be considered employees of City,and that they shall not be entitled to any of the benefits or rights afforded employees of City,including,but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 7. Contractor Not Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, to bind City to any obligation whatsoever. 8. Designated Persons. Only those qualified persons authorized by City's Project Manager, or as designated in Exhibit"A,"shall perform work provided for under this Agreement. 2 Docusign Envelope ID:7F642E1F-62A1-8E7A-8181-B87B68162G10 It is understood by the parties that clerical and other nonprofessional work may be performed by persons other than those designated. 9. Assignment or Subcontracting. No assignment or subcontracting by Contractor of any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect unless the assignment has the prior written approval of City. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting may be approved by the City Manager or his/her designee. 10. Time of Completion. Except as otherwise specified in Exhibit "A," Contractor shall commence the work provided for in this Agreement in accordance with the time period set forth in Exhibit "A" hereto or as otherwise agreed to by and between the representatives of the parties. 11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall do all things necessary and incidental to the prosecution of Contractor's work. 12. Reserved. 13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its control, other than those delays caused by City, shall be an extension of time. No matter what the cause of the delay,Contractor must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Contractor's control. If Contractor believes that delays caused by City will cause it to incur additional costs, it must specify, in writing, why the delay has caused additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above, absent a written amendment to this Agreement. 14. Products of Contractor. The documents, studies, evaluations, assessments, reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products produced or provided by Contractor for this Agreement shall become the property of City upon receipt. Contractor shall deliver all such products to City prior to payment for same. City may use, reuse or otherwise utilize such products without restriction. 15. Equal Employment Opportunity. During the performance of this Agreement, Contractor agrees as follows: a. Contractor shall not discriminate against any employee or applicant for employment because of race, color,religion, sex, national origin,mental or physical disability,or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex,national origin,mental or physical disability,or any other basis prohibited by applicable law. Such actions shall include,but not be limited to the following: employment,upgrading, demotion or transfer,recruitment or recruitment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including apprenticeship. Contractor agrees to post in 3 uocusign Envelope ID:7F642E1F-62A1-8E7A-8181-B87B68162C10 conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause. b. Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. c.Contractor shall cause the foregoing paragraphs(a)and(b)to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials. 16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the making, or in any way attempt to use its position as a consultant to influence any decision of City in which Contractor knows or has reason to know that Contractor, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code. Contractor further agrees that it shall not be eligible to work as the design/build firm for the project that is the subject of this Agreement. 17. Indemnity. a. To the fullest extent permitted by law, Contractor agrees to indemnify, defend and hold City, its City Council and each member thereof,and the officers, officials, agents and employees of City(collectively the"Indemnitees") entirely harmless from all liability arising out of: 1) Any and all claims under workers' compensation acts and other employee benefit acts with respect to Contractor's employees or Contractor's subcontractor's employees arising out of Contractor's work under this Agreement, including any and all claims under any law pertaining to Contractor or its employees' status as an independent contractor and any and all claims under Labor Code section 1720 related to the payment of prevailing wages for public works projects; and 2) Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default, or omission of Contractor, or person, firm or corporation employed by Contractor, either directly or by independent contract, including all damages due to loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of them, arising out of, or in any way connected with the work or services which are the subject of this Agreement, including injury or damage either on or off City's property; but not for any loss, injury,death or damage caused by the active negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph. b. Reserved. 4 Docusign Envelope ID:7F642E1 F-62A1-8E7A-8181-B87B68162C10 C.Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement. d. The indemnities set forth in this section shall survive any closing, rescission,or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to Contractor and its successors. 18. Insurance. a. Contractor shall carry workers' compensation insurance as required by law for the protection of its employees during the progress of the work. Contractor understands that it is an independent contractor and not entitled to any workers' compensation benefits under any City program. b. Contractor shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage and be written on an occurrence basis. c.Contractor shall maintain during the life of this Agreement, the following minimum amount of automotive liability insurance: the greater of(1) a combined single limit of One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage for all owned,non-owned and hired vehicles and be written on an occurrence basis. d. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. e.Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, but only with respect to the work performed by Contractor under this Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement,City will accept a copy of the policy(ies)which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability insurance that is provided as part of the general or automobile liability minimums set forth herein shall be maintained for the duration of the Agreement. f.Reserved. g. The insurance policies maintained by Contractor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy. 5 Docusign Envelope ID:7F642E1 F-62A1-8E7A-8181-B87B68162C10 Contractor will determine its own needs in procurement of insurance to cover liabilities other than as stated above. h. Before Contractor performs any work or prepares or delivers any materials, Contractor shall furnish certificates of insurance and endorsements, as required by City, evidencing the aforementioned minimum insurance coverages on forms acceptable to City,which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten(10) days' prior written notice to City. i.Except for professional liability insurance coverage that may be required by this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to conduct the pertinent line of insurance business in California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either licensed or admitted to conduct business in California so long as such insurer possesses the aforementioned Best rating. j Contractor shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City. In such a case, City may procure insurance or self-insure the risk and charge Contractor for such costs and any and all damages resulting therefrom, by way of set-off from any sums owed Contractor. k. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor or City with respect to the services of Contractor herein,a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance. 1.Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to City for review and approval. All coverages for subcontractors shall be subject to all of the requirements stated herein. 19. Termination. City may for any reason terminate this Agreement by giving Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such notice, Contractor shall immediately cease work, unless the notice from City provides otherwise. Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement, unless termination by City shall be for cause, in which event City may withhold any disputed compensation. City shall not be liable for any claim of lost profits. 20. Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Contractor and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the records")pertaining to the costs of and completion of services performed under this Agreement. 6 Docusign Envelope ID:7F642E1 F-62A1-8E7A-8181-B87B68162C10 City and its authorized representatives shall have access to and the right to audit and reproduce any of Contractor's records regarding the services provided under this Agreement. Contractor shall maintain all such records for a period of at least three (3)years after termination or completion of this Agreement. Contractor agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three(3)days'notice from City,and copies thereof shall be furnished if requested. 21. Compliance with all Laws/Immigration Laws. a. Contractor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement. b. If the work provided for in this Agreement constitutes a"public works," as that term is defined in Section 1720 of the California Labor Code,for which prevailing wages must be paid, to the extent Contractor's employees will perform any work that falls within any of the classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it, shall pay not less than the specified prevailing rates of wages to all such workers. The general prevailing wage determinations for crafts can be located on the website of the Department of Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract, Contractor must meet all State registration requirements and criteria,including project compliance monitoring. c.Contractor represents and warrants that it: 1) Has complied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 IRCA); and 2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and 3) Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all related employment documentation records including, without limitation, the completion and maintenance of the Form I-9 for each of Contractor's employees; and 4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration. d. Contractor shall require all subcontractors or subconsultants to make the same representations and warranties as set forth in Subsection 21.c. 7 Docusign Envelope ID:7F642E1F-62A1-8E7A-8181-687B68162C10 e.Contractor shall, upon request of City, provide a list of all employees working under this Agreement and shall provide,to the reasonable satisfaction of City,verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees. f.Contractor shall require all subcontractors or sub-consultants to make the same verification as set forth in Subsection 21.e. g. If Contractor or subcontractor knowingly employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee,that shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City. h. Contractor agrees to indemnify and hold City, its officers, officials, agents and employees harmless for,of and from any loss,including but not limited to fines,penalties and corrective measures City may sustain by reason of Contractor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement. 22. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and Contractor agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California. 23. Integration. This Agreement constitutes the entire agreement of the parties. No other agreement,oral or written,pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. Any work performed which is inconsistent with or in violation of the provisions of this Agreement shall not be compensated. 24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three(3)days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e- mail shall be deemed received on the date of the e-mail transmission. CONTRACTOR" CITY" Western AN City of Orange 1521 E Orangethorpe Ave, Suite A 300 E. Chapman Avenue Fullerton, CA 92831 Orange, CA 92866-1591 Attn.: Kevin Mahkorn Attn.: Jude King Telephone: 714-637-7272 Telephone: 714-744-7524 E-Mail: kevin@wavl.com E-Mail: jking@orangepd.org 8 Docusign Envelope ID:7F642E1 F-62A1-8E7A-8181-B87B68162C10 25. Counterparts. This Agreement may be executed in one or more counterparts,each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures. IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written. CONTRACTOR" CITY" WESTERN AN, a California corporation CITY OF ORANGE, a municipal corporation p—DocuSigned by: r—Signed by: By: 6A/tit& M.aitOVIA, By: CCL^ 7///Jl l/\ Printer ameCeE 'vin Mahkorn aradFIFDMfl8denbrand, City Manager Title:Manager By: ATTEST: Printed Name: Signed by: Title: aniVIMI FMan, City Clerk APPROVED AS TO FORM: DocuSigned by:_ a fi``ifeAtideil-ian, City Attorney NOTE:City requires the following signature(s) on behalf of the Contractor: 1)the Chairman of the Board, the President or a Vice-President,AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to City. A/ 9 Docusign Envelope ID:7F642E1 F-62A1-8E7A-8181-B87B68162C10 EXHIBIT "A" SCOPE OF SERVICES Beneath this sheet.] Docusign Envelope ID:7F642E1 F-62A1-8E7A-8181-687B68162C10 I. COVERAGE Western Audio Visual,upon the receipt and acceptance of YOUR application,will repair or arrange for the repair of YOUR COVERED EQUIPMENT as necessary when such repair is due to a MECHANICAL OR ELECTRONIC BREAKDOWN OR FAILURE during the CONTRACT PERIOD. WAV agreement is subject to the satisfaction of all terms and conditions of this CONTRACT. All repairs and replacements will be with new or remanufactured parts and components as decided by Western Audio Visual. II. WHAT IS COVERED A. Parts Repair/Replacement: All parts for the COVERED EQUIPMENT are covered by this CONTRACT except as exduded by Article IV of this CONTRACT. B. Labor for Repair: All labor for repairs of COVERED EQUIPMENT is covered under this CONTRACT,except as excluded by Article IV of this CONTRACT. On-site service hours for this CONTRACT are from 8:00 a.m.to 5:00 p.m.PST Monday through Friday.We will provide on-site labor within 12 hours from the time of the original service call. Work must begin and end within these on-site service hours or telephone support hours, based on the service being provided. Work,which is performed outside these hours,is billable at$180.00 per hour,door-to-door Monday through Friday and$240.00 per hour Saturday and Sunday. By entering into this CONTRACT YOU agree to allow US to bill for On-site service provided outside On-site service hours and Telephone Support provided outside Telephone support hours at the corresponding rates as shown in this section. WE will request a purchase order or other form of payment guarantee for these billable services. If no payment guarantee is forwarded to US within seven days of OUR request,WE will bill YOU for this work without a payment guarantee and YOU agree to pay for these services without issuance by YOU of a payment guarantee. C. Transportation of Parts and Equipment:WEwill pay fortransportation of COVERED EQUIPMENTfrom the EQUIPMENT LOCATION to OUR shop for repair.WE will pay transportation of equipment from the EQUIPMENT LOCATION or OUR shop to the manufacturer, if manufacturer repair is required. WE 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 YOU wish to have the parts expedited,YOU agree to be billed for the cost difference between the two-day delivery and the expedited delivery. D. Preventive Maintenance: This CONTRACT includes four preventive maintenance calls per year. A preventive maintenance call is defined as a field technician visiting the EQUIPMENT LOCATION to verify proper operation of the COVERED EQUIPMENT,install any factory provided hardware updates, cleaning the heads of tape decks, returning the equipment controls to the predetermined operating levels, converging video projectors for previously established input sources, clean filters and optics of projectors, reloading existing system operating software(if required),and correcting operating conditions that are not within industry standards for operation. If abnormal operating conditions outside industry standards are noted during a preventive maintenance call and the repair or correction cannot be accomplished during the preventive maintenance call,another repair call will scheduled to correct the noted condition. If abnormal operating conditions outside industry standards are noted during a preventive maintenance call and the repair is not covered by this CONTRACT as noted in Article IV,WE will forward to YOU,either in written form or verbally,a description of the condition and a cost to repair. E. Loaner Equipment: If service provided under this CONTRACT cannot bring certain types of equipment to satisfactory operating condition within four(4)working days,a loaner unit of comparable functionality will be provided at YOUR request. Loaner equipment will be provided for the following categories of equipment:Video projectors,computer interfaces,and videocassette recorders. Loaner equipment will only be provided within the limits of OUR non-allocated inventory. Loaner equipment will be provided at no cost to YOU. Loaner equipment may not be an exact match to your existing equipment and may not be compatible with YOUR mounting systems or Docusign Envelope ID:7F642E1 F-62A1-8E7A-8181-B87B68162C10 integrated remote control systems or other components of the system. This CONTRACT does not provide for services mounting or connecting non-compatible loaner equipment to YOUR COVERED EQUIPMENT. Portable systems from OUR inventory shall be considered acceptable substitutes as loaner equipment. CRT based video projectors,LCD based video projectors,DLP based video projectors and LCD light valve video projectors shall be considered interchangeable as loaner equipment.YOU agree to be liable for the repair or replacement cost of the loaner unit due to loss or damage while the loaner equipment is in YOUR possession. III. YOUR OBLIGATIONS DURING THE CONTRACT A. Equipment Maintenance and Alteration:YOU must provide US with unrestricted access to the COVERED EQUIPMENT for scheduled preventive maintenance visits. YOU may not alter the wiring interconnections of COVERED EQUIPMENT. YOU may not alter or modify the COVERED EQUIPMENT. YOU may not alter,repair or modify the COVERED EQUIPMENT except as expressly directed by OUR service personnel. YOU must operate the equipment as detailed in the user operations manual provided by the manufacturer with the COVERED EQUIPMENT.YOU may not add equipment,components,wiring or other parts to the COVERED EQUIPMENTwithoutwritten notification to and acceptance by US. B. In the Event of the Failure of a Covered Component: 1. YOU must call us at 866-346-9283 or 714-637-7272.YOU must provide US with the Service Contract Number or the model of the equipment in need of service and the nature of the problem. 2. YOU must give US access to all COVERED EQUIPMENT at a time within the following 24 hours that is mutually agreeable to both YOU and US and is during OUR on-site service hours. If such a time cannot be mutually agreed upon,WE will schedule a service call to YOUR EQUIPMENT LOCATION at the first available time beyond the 24 hour period during the on-site service hours. 3. YOU must allow US complete and unrestricted access to the COVERED EQUIPMENT during OUR service call for a length of time as required torepairthe COVERED EQUIPMENT.YOU must allocate enough time with theCOVERED EQU I PMENT totroubleshoot,diagnose,and repair the COVERED EQUIPMENT. IV. WHAT IS NOT COVERED A. Parts other than the COVERED EQUIPMENT;projection screens and projection screen control devices;knobs;lamps;bulbs;trim;trim parts;cabinetry; cathode ray tubes (CRT's); ILA optical units,DMD optical units; DLP//LCD optical units; LCD/Plasma screen panels; or batteries. Such parts will be provided to YOU at a 15%discount from OUR published price; 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 OUR reasonable control. C. Failure caused by abuse,misuse,or negligence,or previously installed or used equipment which is not in good operating condition; D. Any actual,consequential or incidental damages incurred or suffered by YOU,directly or indirectly,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 Western has been advised of the possibility thereof; E. Service required to diagnose YOUR complaint,failure or perceived failure if no mechanical or electrical failure was found,or was due to YOUR inability to properly operate the COVERED EQUIPMENT; Docusign Envelope ID:7F642E1 F-62A1-8E7A-8181-B87B68162C10 F. Video projector convergence problems caused by normal electronic fluctuations which occur between scheduled preventive maintenance; G. Control system or other software programming changes to facilitate control functions not available at the commencement of the CONTRACT. H. Failures or faults caused by structural,mechanical,electrical,or plumbing systems or devices not installed by US and not specifically covered under this CONTRACT. I. Inability of the Covered Equipment,due to the manufacturing design of a product or products or the integration of the system,to perform in a manner other than for what it was designed. K. Convergence of video to a multisynchronus display device (i.e., video projector, video monitor, etc.) other than those that were converged for at the start of the CONTRACT.Refer to the schedule of converged sources at the end of this contract for covered convergences. L. Any condition that existed prior to the start date of this CONTRACT that would have been obvious during a pre-inspection of the Covered Equipment. M. Repairs prohibited by statute,governmental regulation,or any other law. 0. Videoconferencingequipment&softwarewarranties&upgrades(Polycom,Tandberg,Lifesize,Cisco,etc.) P. Owner furnished equipment V. TRANSFER OF CONTRACT This CONTRACT may not be transferred to any other party without the express written consent of Western Audio Visual and the payment of a transfer fee equal to not less than ten percent(10%)of the premium amount.Western Audio Visual may,at its sole discretion choose to accept the transferor to term i natethe CONTRACT. VI. COMMENCEMENT, EXPIRATION, RENEWAL & CANCELLATION OF CONTRACT A. On or before thirty(30)days following the start date of the CONTRACT: 1. YOU may cancel this CONTRACT and receive refund of the full premium if no benefits have been received or if no service calls or telephone support has been provided to YOU by US. 2. If benefits have been received or if service calls or telephone support has been provided by US,YOU may cancel this CONTRACT for a refund less the cost of the service performed,based on OUR published rate schedule. B. Afterthirty(30)days following the start date of the CONTRACT,YOU may cancel this CONTRACT.The refund shall be a proration based upon the time expired on the CONTRACT calculated to the start of the month following the notice of cancellation. All cancellations after thirty(30)days are subject to a cancellation fee of ten percent(10%)of the refund amount. To cancel this CONTRACT,YOU must submit a notice of cancellation in writing and retum the complete CONTRACT to US.WE will then issue a check for the refund amount. 4 Docusign Envelope ID:7F642E1 F-62A1-8E7A-8181-B87668162C10 C. If the COVERED EQUIPMENT is not new and was not provided,installed or serviced by US,WE reserve the right to inspect the equipment within thirty(30)days of the commencement of this CONTRACTto determine if WE wish to provide the services covered in this CONTRACT. If WE determine that the equipment is not operating correctly, properly, or requires service to bring the equipment to good operating condition,WE will forward an estimate to YOU regarding the cost of such service. This service is not covered by this CONTRACT. If YOU decline to have US perform the work required to bring the COVERED EQUIPMENT up to good operating condition within fourteen(14)days of the date of the estimate,WE may,at OUR sole option,refund the full amount of the premium and cancel this CONTRACT. D. WE may cancel this CONTRACT at any time for non-payment of the premium or if YOU do not meet YOUR obligations under Article III. If YOU do not meet YOUR obligations under Article III or do not pay the premium within thirty(30)days of OUR invoice,WE have the right to cancel this CONTRACT upon forwarding written notice to YOU. In the event of cancellation due to non-payment,YOU agree to be liable for the full cost of services and parts provided to YOU at the rates published in OUR most current rate schedule. In the event that YOU do not meet YOUR obligations underArticle III,we will provide a portioned refund based on the time expired on the CONTRACT. E. The CONTRACT 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 CONTRACT,whichever is later. No CONTRACT on the COVERED EQUIPMENT work may be performed prior to the commencement of the CONTRACT. F. The CONTRACT shall renew 365daysafterthe date ofcommencement.Repairwork on the COVERED EQUIPMENTwhichwas begun prior to the expiration of the CONTRACT shall becompleted by US. G. ThisCONTRACTshall automatically renew.EitherYOU orWE may decline to enter into a newcontract. VII. DEFINITIONS The words listed below have the following meanings in this CONTRACT: COVERED EQUIPMENT ELECTRONIC OR MECHANICAL FAILURE AND BREAKDOWN Means the equipment for which WE will provide service,as Means the inability of a properly maintained and operated piece of listed on the first page of this CONTRACT COVERED EQUI PMENT to perform the function(s)forwhich it was designed,due solely to defects in material or faulty workmanship. CONTRACT Without limitation,Electronic or Mechanical Breakdown and Failure Means this Service CONTRACT which specifies,among other things, does not include damage due to negligence,caused by accident,or YOUR Coverage,the CONTRACT PERIOD,the Covered Equipment. the gradual reduction in performance due to wear and tear. YOU.YOUR(S) CONTRACT PERIOD Means the period which begins on the date shown on page one of CITY OF ORANGE POLICE DEPARTMENT this agreement, or the receipt by us of an acceptable payment guarantee and ends on the expiration of the time limitation as set forth in this CONTRACT. F $ 0,13:Si Means Western Audio Visual This CONTRACT is not a manufacturer's warranty or an extension of a manufacturer's warranty. This Service CONTRACT may provide duplicate coverage while manufacturer's warranties are in force.This CONTRACT is not an express,implied or general warranty and is not a condition of the purchase of the COVERED EQUIPMENT. Docusign Envelope ID:7F642E1 F-62A1-8E7A-8181-B87B68162C10 Warrantv/Preventative Maintenance Extension According to the schedule and at the prices set fcrth below, Contractor shall provide the following warranty and preventative maintenance services: All labor and equipment of the installed audio and visual systems shall be covered in accordance with the terms of the City Contract/Agreement, including all hardware and software, as well as software or hardware updated during the warranty period. Contractor shall arrange for pickup, repair and delivery of all integrated devices or systems that fad to operate correctly. A system failure of any nature shall be corrected by Contractor with minimal assistance by the City or its technical designees. System repairs shall be completed or system issues resolved, at least thirty-six (36) hours after notification by the City. In the case where repairs cannot be completed within thirty- six (36) hours, Contractor shall provide temporary measures with i less functionality. Year 1-$4,136 Year 2-$4,136 Year 3-$4,136 Year 4- $4,136 Total -$16,544(2026-2030) Said amounts fa warranty/preventative maintenance services shall be payable in advance.