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HomeMy WebLinkAboutFAAC, INC 3 -2002 ......... .F~____.__ INCORPORATED 'i -0-, J Clw_ "'-'we..:> <truz :::r~=, ga..S 'J ~.>-u... f-- ~ (:) ,?:E",,~ <<:.-- 0::. ........ Ie c::: u.l I <...!o -.J-:::--- Z 3: u ..... "" a: :::> ." :z: 1229 Oak Valley Drive Ann Arbor, MI48108 Fax: (734) 761-5368 Phone: (734) 761-5836 FULL SERVICE EXTENDED HARDWARE WARRANTY AGREEMENT Between LW ~ Cl F AAC Incorporated 1229 Oak Valley Drive Ann Arbor, Michigan 48108 (734) 761-5836 (Hereinafter called "FAAC") and Citv of Santa Ana Police Deoartment PO Box 1981 Santa Ana. California 92702 (714) 245-8050 (Hereinafter called tbe "Buyer or Customer") For tbe following systems: Two (2) PP-IOOO FAAC Simulators and all related oerioheral equioment orovided bv FAAC Incoroorated Located at: 60 Civic Center Plaza Santa Ana. CA 92702 Termination Date of Agreement: Januarv 1.2003 Agreement Number: 4896 N-2002-155 D3 WNW.faac.com Revised 09/16/02 FAAC_~//- ---=7-~________----- . L--- INCORPORATED Full Service Exteuded Warranty Agreement 1. ACKNOWLEDGEMENT OF AGREEMENT F AAC and the Customer agree upon the terms set forth in this agreement for hardware service. ACCEPTED BY: CUSTOMER: Name: City of Santa Ana Police Dept Address: PO Box 1981 Santa A. na, CA~ _, Signed: ~--::- Name: David N. Ream Title: City Manager SELLER: Name: FAAC Incorporated Address: 1229 Oak Valley Drive ~r~.~I A48108 Signed: ~~ Name: Tim Carr Title: Vice President ~~ .-- (.~~. .-) PATRICIA E. HEALY Clerk of the Council For: JOS H W. FLETCHER City Attorney (PP~~~NT: PAULM. WALTERS Chief of Police The commencement date of this agreement is the later of: . The last date of signed acknowledgement of this agreement or . The date which hardware service begins as determined by a valid purchase order received by F AAC from the Customer. The termination of this agreement is at midnight on the date indicated on the first page of this Agreement. 2. SCOPE OF SERVICES The terms set forth in this Full Service Extended Warranty Agreement govern the hardware support provided by F AAC to the Customer. The City of Santa Ana and F AAC agree that the full service extended warranty fee of $8,350 shall be offset by the value of video production services provided by City in the amount of$8,350. 3. DEFINITIONS The following definitions are applicable throughout this agreement. a. Installation. An installation is the initial preparation of F AAC equipment at a Customer site after shipment from F AAC's manufacturing facility. Revised 09/16/02 2 FAAC _-=-=~ --==,-----=--:---- . i------/NCORPORA TED Full Service Extended Warranty Agreement b. De-Installation. A de-installation is the preparation ofFAAC's equipment for shipment out of a customer site. c. Re-Installation. A re-installation is an installation of F AAC equipment at a Customer site after being de-installed from another Customer site. d Simulator. A Simulator is a F AAC DTS™ Simulator and associated equipment. e. Hardware Assembly. A hardware assembly is an individual component part or assembly of the Simulator. f Service Visit. A service visit is a visit by a F AAC Service Representative to a Customer site for preventive or remedial maintenance. g. Service Representative. A Service Representative is an individual specially trained by F AAC in the detection of problems, repair of hardware and general maintenance of F AAC Simulators. h. Preventive Maintenance. Preventive Maintenance is maintenance performed on a Simulator by a F AAC Service Representative to aid in the prevention, rather than the repair, of problems in the hardware. i. Remedial Maintenance. Remedial Maintenance is maintenance performed on a Simulator by a F AAC Service Representative to detect and repair a problem in the hardware. 4. HARDWARE UNDER COVERAGE Because of the complex nature of the inter-relationships between the hardware assemblies in the F AAC Simulator, it is required that all F AAC hardware which comprises a single Simulator be included in this service agreement. The Simulator covered under this agreement is as stated on the front page of this Agreement. New hardware assemblies which are acquired after the initial purchase of the Simulator and are made a part of the Simulator, will be automatically included under the service agreement when the warranty of the new equipment expires. The price for the service on the new hardware assemblies will be prorated to the end of the existing Agreement. This does not apply to a newly acquired Simulator. Newly acquired Simulators may, with the written consent of F AAC, be added to this service agreement at the expiration of the warranty of the new Simulator, and with payment of the standard service fee. F AAC hardware which is not newly acquired during this agreement may be added to this agreement with the written consent of F AAC. F AAC may require that a Service Representative visit the Customer site to inspect the hardware before a decision is made to include the hardware in this agreement. The Customer may be required to have the hardware upgraded to current levels by F AAC before the hardware can be added to this agreement. The cost for inspection and upgrade will be at the fees set forth in the "F AAC Warranty and Service Policy and Price Schedule." Revised 09/16/02 3 FAAC-_~ ~ ---~--- ~-INCORPORATED Full Service Extended Warranty Agreement F AAC's warranties do not include normal wear and tear or consumables. These would include, but are not limited to, scratches on screens, luminosity changes in monitors, projector bulb or instrument panel bulb replacement, printer supplies etc. 5. SERVICE FEES The fee for this agreement is determined by the prices set forth in the "FAAC Warranty and Service Policy and Price Schedule." Simulators which are added to this agreement are subject to the prices set forth in the then current schedule. Service fees will be invoiced annually as indicated in Schedule l. Payment by Customer is due 30 days after receipt of invoice from F AAC. 6. CUSTOMER CONTACT The customer must provide F AAC with the name, address and phone of an individual who will act as the contact between the Customer and F AAC. Requests for information or for scheduling preventive maintenance for the Simulator(s) included in the agreement will be directed to the contact person. 7. SERVICE VISITS This Agreement provides for an unlimited number of Remedial Maintenance visits per year for detecting and repairing hardware problems that are encountered in the Simulator. These visits are initiated at the request of a Customer by logging a maintenance call. F AAC will also provide Preventive Maintenance once per year on the Simulator. Where possible, preventive maintenance will be performed during remedial maintenance visits. Where separate Preventive Maintenance visits are required, they will be scheduled in advance with the mutual consent of F AAC and the Customer. Each Preventive Maintenance visit is initiated by F AAC by communicating with the contact person named in Schedule I of this Agreement. The customer is responsible for providing the Service Representative with full and free access to the Simulator(s), subject to security requirements, during the business days of Monday through Friday, and during the hours of 8:30 - 5:30 local time, excluding legal holidays. A specific request by the customer to provide service at other than these times may result in a premium charge per the F AAC Time and Material Price List. At the discretion of the F AAC Service Representative, service may be provided at hours other than those listed here with the consent of the Customer without a premium charge. Service visits under this agreement cannot be used for installation, de-installation, or re-installation of equipment. These services are covered under the F AAC Installation and De-installation Policy and Price Schedule, a copy of which may be obtained from FAAC. If F AAC makes a service visit under the agreement which, in F AAC's reasonable determination, is unnecessary or the cause of the reported problem is determined to have been the result of failures in non-F AAC equipment and should have reasonably been detected by the Customer as such, then the visit will be charged at the regular rates in the F AAC Time and Material Price List. Revised 09/16/02 4 ~~-=-~ . Z--tNCoRPORA TED Full Service Exteuded Warrauty Agreemeut 8. REQUEST FOR SERVICE The primary F AAC Service Department is located in Ann Arbor, Michigan. Requests for service can be made by calling the F AAC Service Department. A service request can be logged by calling the Service Department at (877) F AAC-DTS during the hours of 8:30 am to 5:30 pm EST Monday through Friday, excluding F AAC holidays. A schedule of F AAC holidays can be obtained by contacting F AAC. 9. RESPONSE TIME The average response time for a remedial maintenance service call is less than 48 hours (2 business days Monday - Friday) from the time that the service call is logged at F AAC via the method set forth in the previous section. The 48-hour response time is calculated from the time the call is logged at F AAC to the arrival of the F AAC Service Representative on the customer site. Calculation of response time shall not include weekends, F AAC holidays, Customer holidays, time delays due to acts of God, or other factors which are beyond F AAC' s control. The preventive maintenance visits are scheduled in advance and are not subject to the response time. 10. SOFTWARE UPDATES The customer may receive software updates, patches, and version modifications for changes made to the software sold with the Simulator. Software options are not included in this Agreement and are sold separately. 11. SERVICE BULLETINS The customer may receive Service Bulletins which are notices of changes, updates or other information pertinent to the Simulator. These bulletins are distributed to relay hardware information to Customers. 12. PHONE AND MODEM SUPPORT F AAC provides unlimited phone support to the customer as an additional service to be used for identifying and resolving hardware and software problems. The customer may call in and discuss problems or ask questions of the Service representatives. During a phone support call, a F AAC Service Representative may direct a customer to perform an operation on the equipment to aid in further diagnosis or repair of the Simulator. In the event that the customer consents to an attempt to service the Simulator by phone, the response time "clock" will not start until it has been mutually determined that the problem cannot be resolved by phone support. 13. RETURN TO FACTORY REPAIR The customer may return defective hardware assemblies to the F AAC factory for repair with the consent of F AAC. There are several situations where it may be desirable for the Customer to return Revised 09/16/02 5 FAAC c----/ ~ ----~- !---INCORPORATED Full Service Extended Warrauty Agreement a hardware assembly. For example, a problem in a specific assembly may be identified through the phone support service of F AAC and the problem can be resolved by the customer returning the assembly to F AAC, or a complex update to the hardware may be needed and it can be done more reliably in the factory setting of F AAC. F AAC may also request that the customer return an assembly to F AAC for repair. The customer is responsible for shipping costs to send customer assemblies to F AAC. F AAC will pay for return shipment of customer assemblies to the customer's site. Arrangements for returning hardware assemblies are made by contacting the F AAC Service Department. A Return Authorization number must accompany all hardware returned to F AAC for repair or replacement. 14. PART REPLACEMENT F AAC has the option of repairing or replacing a part that has been found to be defective. If in FAAC'sjudgement, there is a failure in a part that cannot be repaired, either at the customer site or the F AAC factory, F AAC will replace the faulty part. The customer is responsible for shipping costs required to send customer parts to F AAC. F AAC will pay for return shipment of customer parts to the customer site. A Return Authorization number must accompany all hardware returned to F AAC for repair or replacement. In no event will the cost of repairing a defective part exceed the cost of replacement. Faulty parts which are replaced by F AAC under this agreement become the property of F AAC. 15. TRAVEL EXPENSES The cost of travel, hotel, meals and other expenses incurred by a Service Representative, in providing the visits allowed under this agreement, is included in the price of this agreement. Expenses incurred under time and material effort are discussed in the F AAC Warranty and Service Policy. 16. RESTRICTIONS F AAC is not responsible for repair of damage, under this contract, resulting from any of the following: a. accidents b. misuse or abuse by the customer or third parties c. movement of equipment d. failure of electrical power, or air conditioning, or extremes in humidity or temperature e. attempted maintenance by other than F AAC Service Representatives, unless the maintenance operation is directed by a F AAC Service Representative Re,,'jsed 09/16/02 6 FAA~=~ ~ -------- !--- INCORPORATED Full Service Extended Warranty Agreement f. failure of the customer to comply with instructions provided by F AAC in the Site Preparation Guide g. war, fire, flood, lightning, earthquakes or other natural disasters. 17. USER RESPONSIBILITY FOR SIMULATORS FAAC's obligation to service is contingent upon customer's proper use of the Simulator(s) in accordance with F AAC published specifications as well as the customer's fulfillment of the following responsibilities. The customer shall: a. Maintain the F AAC software for the Simulator at the latest version level delivered from FAAC. b. Use the Simulator hardware in accordance with the documentation distributed to the customer by F AAC at time of installation. c. Notify FAAC immediately if the Simulator needs maintenance. d. Maintain the environmental conditions recommended by F AAC in the Site Preparation Guide for the Simulator. e. Not move, alter, add, or attach any matter, device or hardware to the Simulator without the prior written consent of F AAC and which may be subject to an immediate revision of the fee for the hardware service if in F AAC's judgement the proper maintenance of the Simulator is hampered. The customer may attach peripheral or external devices where such interfaces are foreseen or permitted in the use of the Simulator. Failure to fulfill these responsibilities will invalidate your Extended Hardware Warranty Agreement. 18. LAPSE IN COVERAGE If a lapse in coverage occurs on a Simulator and Customer desires Extended Warranty coverage, F AAC will perform a Simulator Inspection at the Customer site. The Customer will be charged time and material rates plus travel expenses for the visit. Hardware repair or upgrades performed during the visit will be charged to the Customer at the then current prices. Extended Warranty coverage may begin on the Simulator only after the F AAC service representative has determined that the Simulator is functional and operating at the current level of hardware upgrades. 19. ASSIGNMENT Neither F AAC nor the customer shall assign or transfer all or part of their rights or obligations under this agreement without the prior written consent of the other party. 20. DISCLAIMER OF WARRANTIES This service agreement supplements the standard warranty included with purchase of the system, and is in lieu of all other warranties, express or implied, including, without limitation, any warranties of merchantability or fitness for a particular purpose. Revised 09/16/02 7 FAAC -~ ~~-~~- i-----INCO;~ORA TED Full Service Extended Warranty Agreement 21. LIMITATIONS OF REMEDIES The sole remedies for FAAC's liability of any kind with respect to service provided hereunder and any other performance or action by F AAC under or pursuant to this agreement shall be limited as follows: a. In no event shall FAAC's liability to tbe customer for damages of any nature exceed the total charges paid or payable for services during one (1) year under tbis agreement. b. The customer agrees tbat F AAC shall not be liable for any special, incidental, indirect or consequential damages or for the loss of profit, revenue, loss of use, or data, even if F AAC shall have been advised ofthe possibility of such potential loss or damage. No action arising out of the performance ofthis agreement may be brought by either party more than one (1) year after tbe cause of action arises, except that an action for non-payment may be brought within two (2) years of the date of the last payment made hereunder. 22. CONTRAVENING LAW Should any term or provision contained in this contract contravene or be invalid under applicable law, this contract shall not fall by reason thereof but shall be construed in the same manner as if such provision were deleted. 23. GOVERNING LAW This Agreement has been executed and delivered in the State of California and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, or in connection with or by reason of this Agreement. 24. WORKERS COMPENSATION INSURANCE FAAC warrants that it maintains the required Workers Compensation Insurance required by law. Revised 09/16/02 8 FAAC_--:=~ ~-=------~ /----- INCORPORATED Full Service Extended Warranty Agreement SCHEDULE 1 CUSTOMER CONTACT This schedule sets forth information regarding the individual at the customer site that can be contacted by F AAC for information regarding the Simulator(s) covered under this agreement. Phone: Chuck Deakins Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92702 (714) 245-8093 Name: Mailing Address: INVOICE ADDRESS This schedule sets forth information regarding the address to which invoices should be sent for proper payment. Name: Clerk ofthe Council Mailing Address: PO Box 1988 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Phone: (714) 647-5235 Revised 09/16/02 9