HomeMy WebLinkAboutC11-138 Daktronics Extende Service Agreement DAKTRONICS tel 800 -325 -8766 (800 - DAKTRONICS) 605 -697 -4000 EXTENDED SERVICE AGREEMENT Revised III DAKTRONICS, INC. ( "Daktronics ") 201 Daktronics Drive BROOKINGS, SD 57006 Phone: 800 -325 -8766 Daktronics Contact: Teresa Brown Purchaser: Eagle County Address: PO Box 850 500 Broadway City, State, Zip: Eagle, CO 81631 Customer ID: 135043 Loc: 003 Province /Country: USA Pipeline No.: 405661 Phone: 970 -328 -3646 Fax: 970 - 328 -7720 Contact: Fair and Rodeo Email: fair @eaglecounty.us Eagle County ( "Purchaser ") hereby agrees to purchase the services, peripherals and additional supplies (collectively, the "Services "), subject to this Extended Service Agreement, the Standard Terms and Conditions of Extended Service, and any and all applicable Attachments (collectively, the "Agreement" or the "Contract Documents "), which documents Purchaser has reviewed and agrees to accept. Term (Duration) of the Agreement: Commencement Date: 01 March 2011 Expiration Date: 28 February 2012 Order No.: E9652 -1 Original Job No.: C9652 Description of Services Provided: Price: See Attachment A Essential Services See Attachment B Equipment List See Attachment A Exceptions: Identification /advertising panels are excluded. Payment Terms: Due before Commencement Proposal Date: 03 March 2011, Revised: 11 April 2011 O Order No. E9652 -1 DAKTRONICS Copyright © Daktronics, Inc. DF -2940 Rev051910 Page 1 of 8 C(I_(. All notices required herein shall be given to Purchaser at the address indicated above on this Agreement unless otherwise specified below: Notice / Communication Address: Address: City, State, Zip: Province /Country: Phone: Cell Fax Attention: Email: All invoices will be forwarded to Purchaser at the address Purchaser hereby confirms that the Services are to be indicated on page one (1) of this Agreement unless delivered at the address indicated on page one (1) of this otherwise specified below: Agreement unless otherwise specified below: Billing Address: Site Address: Company: Company: Address: Address: City, State, Zip: City, State, Zip: Province /Country: Province /Country: Phone: Fax: Phone: Fax: Contact: Contact: E -mail: Email: ACCEPTANCE: In witness hereof, the parties hereto have executed this agreement by and through their duly authorized officers. PURCHASER: Eagle Co ty By: ..44 19191r _ L■�� MINI Name /Title: / ' 74 7 > Anil Date: Z' Signatur: Print or Type DAKTRONICS, INC. Sarah Ross ) J 1 r�ege' � (T) 1 1 By: Name /Title: diva Events Service "a Date: ignature Print or Type This form is an important part of your coverage. Please sign and return both forms to Daktronics, Inc. Once the signed agreement is entered into our system, you will receive an executed form for your records. Offer expires 60 days from proposal date. Proposal Date: 03 March 2011; Revised: 11 April 2011 Order No. E9652 -1 Copyright © Daktronics, Inc. DF -2940 Rev051910 Page 2 of 8 D. DAKTRONICS Standard Terms and Conditions of Extended Service 1. Scope of Extended Service Agreement. The scope of the If the component cannot be repaired or replaced for whatever Extended Service Agreement may provide for equipment listed on reason, and an upgrade is required, then the Purchaser shall be either the face of the document or Attachment A and may include responsible for the difference in cost between the upgraded those services as defined on Attachment A (excluding maintenance component and the cost of the repaired or replaced component to services which are the responsibility of Purchaser as defined on the extent the cost of the upgraded component exceeds the cost of Attachment A or services which may be purchased for an the repaired or replaced component. Further, the Purchaser shall additional fee). Response Times are defined on Attachment A. be responsible for any additional upgrades required by the upgraded component in the integrated system. 2. Daktronics, Inc. recognizes that Purchaser may, for operating convenience, desire to utilize its own form in acknowledging this Daktronics, Inc. will have sole discretion with regard to selecting order such as issuing a subsequent Purchase Order, or other order the parties delivering services under this agreement. confirmation form. Therefore, it is agreed that any Purchase Order or other form subsequently issued shall incorporate the terms and 7. Service outside the Scope of Services listed on Attachment A conditions of this Agreement and any provision in the form of may be provided on a time and material basis according to the acceptance used, which modifies, conflicts with, or contradicts any then current rates. Subject to the limitations in the Scope of provision of this Agreement shall be deemed to be waived. This Services, Daktronics will maintain the equipment for normal wear Agreement can only be accepted on the terms set forth hereon. and tear. The equipment may require additional maintenance beyond the Scope of Services attributable to causes other than 3. Commencement Date. Unless otherwise agreed to in writing, normal wear and tear. Such causes may include, but are not this Agreement becomes effective upon the date stated as the limited to: inadequate or improper power, improper care or abuse "Commencement Date" on the cover page of this Agreement. of equipment, unauthorized attempts to repair or modify the equipment, failures caused by environmental conditions beyond 4. Conditions Precedent. The obligations of Daktronics in this Daktronics' control such as corrosives and metallic pollutants, acts Agreement are subject to the express condition precedent that of God or nature (including damage done by vermin), terrorism, Purchaser shall perform its obligations under the Agreement, vandalism, or war. particularly those obligations defined in Attachment A. Daktronics may, at its sole discretion, waive these conditions. The Service does not include paint or refinishing the equipment or Purchaser's rights and Daktronics obligation under this Agreement furnishing material for this purpose, electrical work external to the shall be suspended until all payments owing to Daktronics are equipment, or service of accessories, alterations, attachments, or current. other devices not furnished by Daktronics unless otherwise agreed in writing. Batteries and metallic or fiber optic data cable are not 5. Payment Terms. Purchaser agrees to pay Daktronics according covered unless otherwise agreed to in writing. to the Payment Schedule as outlined on the face of this document or on Attachment B. In addition, the Purchaser agrees to pay or This Agreement does not cover defects or failure resulting from the reimburse Daktronics for any taxes or charges resulting from this use of replacement parts not supplied by Daktronics. Agreement that are levied by a taxing authority, and shall hold harmless and indemnify Daktronics from the claims of any The Purchaser shall provide normal access to the equipment. governmental authority asserting that any such Tax is due and Normal access is defined as unfettered, solid, safe and payable. unrestricted access to the entire display /equipment, taking into account environmental or site conditions. Unless otherwise 6. Conditions of Coverage. This Agreement provides for the specified on Attachment A, the Purchaser shall be required to services defined on Attachment A, provided the equipment is provide any lifts or access equipment required to access the installed with the recommended ventilation /air conditioning system equipment. Special circumstances will not be covered under this for its location. Air conditioning systems must be maintained Agreement, including, without limitation, the presence of any according to manufacturer's specifications. If equipment contains additional equipment and /or personnel to ensure safety of service LEDs, this agreement does not cover LED degradation, which personnel. occurs when the LEDs continue to emit light, but at some lesser level of brightness. In no event shall Daktronics be obliged to perform Services under this Agreement during the existence of Adverse Conditions. Daktronics will repair or replace failed radio components. A "Adverse Conditions" include, among others, without limitation, radio component has failed when it does not transmit or receive the following: severe inclement weather, hazardous site conditions data properly. Local site interference or obstructions may cause including infestations of animals or dangerous insects, saturated intermittent or complete failure of radio performance. This ground conditions, or residence or occupation by unauthorized Agreement does not include the provision of replacement personnel. The determination of a site condition as an Adverse communication methods (such as wire, fiber optic cable, conduit, Condition shall be at the sole discretion of Daktronics. trenching or other solutions) for the purpose of overcoming local site interference. Inaccessibility due to Adverse Conditions will exempt a location from coverage under this Agreement until such time as the Certain failures may result in a required total replacement and /or equipment becomes accessible once again. upgrade of any or all of the components in the system. In the event of a failure, the component will be checked thoroughly and 8. Service Request. Purchaser shall fully cooperate with if the component can be repaired or replaced, the costs of the Daktronics in connection with the service of the Equipment. The repair or the replacement part are included in this Agreement. Purchaser shall immediately notify Daktronics in writing of Proposal Date: 03 March 2011; Revised: 11 April 201 1 Order No. E9652 -1 Copyright © Daktronics, Inc. DF -2940 Rev051910 Page 3 of 8 x). DAKTRONICS • equipment failure and allow Daktronics full and free access to the this Agreement; (iii) any claim against any indemnified party by equipment. Waiver of liability or other restrictions shall not be reason of or alleging any unauthorized or infringing use by an imposed as a requirement prior to accessing the site. Also, the indemnified party of any patent, process, trade secret, copyright, Purchaser will allow Daktronics to use necessary machines, trademark, or other intellectual property right regarding the communication facilities, and other equipment at no charge. equipment or the Software and its components; or, (iv) any fine or assessment with respect to any violation or alleged violation of 9. Return Items. All items returned to Daktronics must have a any Applicable Laws regarding safety or health. Return Material Authorization (RMA) number. For exchange items, the number is included with the shipment of the exchange unit. The Purchaser shall indemnify, defend and hold harmless For repair items, an RMA number can be obtained by phone (800- Daktronics and its subsidiaries, officers, directors, shareholders, 325- 8766), (International +1- 605 - 697 - 4000), fax (605 -697 -4444) partners, representatives, employees, agents, insurers, successors or e-mail (helpdesk @daktronics.com) unless otherwise directed by and assigns of each of the foregoing from any and all Losses Daktronics. arising out of or in any way related to: (i) any material breach of this Agreement by the Purchaser; or (ii) any negligent act or 10. Shipping. When returning Equipment to Daktronics for repair omission by the Purchaser or its personnel, agents, subcontractors, or replacement, Purchaser assumes all risk of loss or damage, and or others engaged by the Purchaser or under their control (other agrees to use any shipping containers, which might be provided than Daktronics or its personnel, agents, subcontractors, or others by Daktronics, and to ship the Equipment in the manner prescribed engaged by Daktronics or under Daktronics' control). by Daktronics. 15. Limitation of Liability. The parties agree that in no event 11. Limitation of Warranty. Daktronics shall be under no whatsoever shall the liability of either party exceed the amount of obligation to furnish continued service under this Agreement if the the purchase price. It is agreed that in no event shall either party equipment is moved from its location of initial installation or be liable for special, incidental, consequential or indirect reinstalled without the prior written approval of Daktronics, unless damages, regardless of cause. Purchaser understands and agrees the equipment was designed by Daktronics to be mobile. that the prices granted herein would be higher in the absence of this limitation of liability. No action against Daktronics shall be 12. Confidentiality. Purchaser shall consider all information, commenced more than one year after the accrual of the cause of including the terms and conditions of this Agreement, furnished by action. Daktronics shall have no liability with respect to claims Daktronics to be confidential and shall not disclose any such relating to or arising from use of third -party products and services. information to any other person, or use such information itself for any purpose other than fulfillment of this Agreement unless 16. Force Majeure. Daktronics shall be excused from any liability Purchaser obtains written permission from Daktronics to do so. under this Agreement for any delay in performance or failure to Purchaser shall provide confidential information only to those of its perform which delay or failure to perform is caused by agents, servants and employees who have been informed of the circumstances which are beyond the reasonable control of requirements of this paragraph and have agreed to be bound by Daktronics, including without limitation acts of God, natural them. The provisions of this paragraph shall survive termination of disaster, labor or material shortages, war, earthquakes, acts of the Agreement. terrorism, etc. 13. Default. Daktronics reserves the right to terminate this 17. Assignment. Unless otherwise stated, this Agreement may not contract and accelerate all amounts due and payable if Purchaser be assigned by either party without the written consent of the other fails to make payment to Daktronics within ten days of the agreed party. payment dates or otherwise fails to comply with this Agreement, or any proceeding is filed by or against Purchaser in bankruptcy. 18. Termination. If either party neglects or fails to perform any of Daktronics reserves all its rights (both legal and equitable) under its obligations under this Agreement, and such failure continues for the contract, applicable statutes, or the common law. Selection of a period of thirty (30) days after written notice thereof, the other a remedy by Daktronics shall in no way be construed as a waiver party shall have the right to terminate this Agreement. of other remedies available to Daktronics. If Purchaser fails to perform any covenant or obligation under this Agreement or any 19. Miscellaneous. This Agreement shall be governed by the other agreement that Purchaser has with Daktronics, including laws of the state of South Dakota without regard to its conflict of without limitation the failure to pay when due any amounts owed law principles. The parties consent to the jurisdiction and venue to Daktronics under this Agreement or any other agreement of the courts of South Dakota for any action, suit or proceeding. between the parties, Daktronics shall be excused from the This Agreement represents the entire agreement of the parties and performance of any of its obligations under this Agreement and supersedes any previous understanding or agreement. This any other Agreement it has with the Purchaser until such time as Agreement may not be amended or altered in any manner except said default is cured, if ever. in a writing signed by both parties. This Agreement may be executed in counterparts. Each party hereto shall pay its own 14. Indemnity. Daktronics shall indemnify, defend and hold expenses, including without limitation accounting and attorneys' harmless the Purchaser and their respective subsidiaries, officers, fees, in connection with this Agreement. The Purchaser and directors, shareholders, partners, employees, agents, insurers, Daktronics are not partners or joint venturers. If any part of this successors and assigns from any and all liability, losses, damages, Agreement is in any manner held to be invalid, illegal, void, or to costs or expenses (collectively, "Losses ") arising out of or in any be in conflict with any law, then the validity of the remaining way related to: (i) any material breach of this Agreement by portions or provisions of this Agreement shall not be affected, and Daktronics; (ii) any negligent act or omission by Daktronics or its such part, term, paragraph or provision shall be construed and personnel, agents, subcontractors, or others engaged by enforced in a manner designed to effectuate the intent expressed Daktronics or under Daktronics' control related to the execution of in this Agreement to the maximum extent permitted by law. Proposal Date: 03 March 2011; Revised: 11 April 2011 Order No. E9652 -1 Copyright © Daktronics, Inc. DF -2940 Rev051910 Page 4 of 8 DAKTRONICS Attachment A Equipment List Equipment Qty AF -41 10- 48x128 Outdoor Galaxy Display 1 Remote Start/Stop /Reset 1 All Sport 5100 Control Console 1 *Venus 7000 Controller 1 *Pricing reflects existing Essential until 6/8/2011. The equipment listed below is NOT covered under this service agreement because it either no longer exists or is not eligible for coverage under a service agreement. BB -2041 Basketball Display w /TNMC (line 0059) 1 BB-2111 3 -sided Shot Clock (line 0060) 1 Venus 7000 Controller (line 0032) 1 Proposal Date: 03 March 2011; Revised: 11 April 2011 Order No. E9652 -1 Copyright © Daktronics, Inc. DF -2940 Rev051910 Page 5 of 8 DAKTRONICS Essential Service Portfolio Scope of Services 1. Daktronics Parts Coverage which includes: 1.1. Daktronics Standard Parts Processing: includes stocked parts, repair and return parts and exchange parts. 1.2. See Estimated Processing Times for Service Parts (DD #1428254) for estimated lead and delivery times. 2. Technical Phone Support: 2.1. General phone support hours 24/7/365. 2.2. Remote assisted technical support.' 3. Account Services: Access to Daktronics Service Coordination 24/7/365. 4. Access to On -Site Field Services Response: 4.1. On -site response between 48 -72 hours of notification. 4.2. On -site service is available as a billable service call only, at Daktronics' hourly service rate in effect at the time of service. Essential Service Portfolio shall not include nor be construed to include any service or support that is not expressly stated above in the definition of the Essential Service Portfolio. Examples of services that are not within the scope of standard service include, but are not limited to, the following: 1. On -site labor to diagnose and /or replace failed electronic components. 2. Remote monitoring services. 3. Expedited shipping. 4. Camera calibration. 5. Display washing. 6. Annual display and control system checks. Above - listed exclusions are available as billable services. Quotes may be provided upon request. Purchaser Responsibilities The items listed below are the responsibility of the Purchaser. 1. Purchaser is responsible for routine operator functions such as content creation or management and all configuration, set -up, and operation for events /usage. 2. Purchaser is responsible for providing lift access to the display. 3. Purchaser is responsible for providing a secure Internet connection. 4. Purchaser is responsible for the maintenance items listed below; failure to properly maintain equipment may, at Daktronics' sole discretion, relieve Daktronics of its responsibilities under the Standard Terms and Conditions of Extended Service attached hereto. 4.1. Throughout the term of this agreement, Purchaser shall maintain site conditions within the common environmental range of all system devices as specified by Daktronics. 4.2. Purchaser is responsible for routine, preventative maintenance functions; examples include the external cooling systems (filters, fans, air conditioning) for displays and control systems, and clean -up /maintenance of the control systems computer hard drives. Preventative maintenance is required to prevent dirt/dust and heat buildup as well as maintain peak performance. 'Available with internet connection. Essential Service Portfolio Copyright C) 2008 Daktronics, Inc. Publication DD1468974 Rev 021210 Proposal Date: 03 March 2011; Revised: 11 April 201 1 Order No. E9652 -1 Copyright © Daktronics, Inc. DF -2940 Rev051910 Page 6 of 8 DAKTRONICS ATTACHMENT B Unless otherwise agreed below, payment for the Service Agreement must be paid in full before the commencement date. Essential Services: $995 Budget Price for 2012 -2013: $1,285 Proposal Date: 03 March 2011; Revised: 11 April 2011 Order No. E9652 -1 Copyright © Daktronics, Inc. DF -2940 Rev051910 Page 7 of 8 DAKTRONICS Attachment C To Extended Service Agreement Between Daktronics, Inc. and Eagle County, Colorado Daktronics, Inc. and Eagle County, Colorado agree that this Attachment shall be incorporated into and made a part of the Extended Service Agreement with a commencement dale of March 1, 2011 and termination date of February 28, 2012. 1. The parties agree that paragraph 5 of the Standard Terms and Conditions of Extended Service is hereby replaced as follows: "Payment Terms. Purchaser agrees to pay Daktronics according to the Payment Schedule as outlined on the face of this document or on Attachment B. Daktronics acknowledges that Purchaser is tax exempt and shall not be responsible for any taxes which are the responsibility of Daktronics." 2. Notwithstanding the terms and conditions of paragraph 12 of the Standard Terms and Conditions of Extended Service the parties agree that Purchaser is a governmental entity subject to open records requests. Therefore, any request for confidential records will be evaluated and provided as required under Colorado law. e 3. Notwithstanding the terms and conditions of paragraph 14 of the Standard Terms and Conditions of Extended Service the arties agree that Purchaser's indemnification shall be limited to the extent permitted by applicable law. P 9 p Y PP 4. The p g arties agree that paragraph 19 of the Standard Terms and Conditions of Extended Service is amended such that any reference to "South Dakota" is hereby deleted and "Colorado" is substituted therefor. 5. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shall any payment be made to the Contractor in excess of the amount for any work clone in respect of any period after December 31st of the calendar year of the Term of this Agreement, without the written approval in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. § 29 -1 -101 et seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). Acknowledged and agreed to as part of the Extended Service Agreement first identified above. Eagle County, Colorado Daktr nics o By; i� B C 2/ kh1 t Keith Montag, County Manager ItsJara+ i • r J�(! ! `(Q ManCiCI Proposal Data: 03 March 2011; Revised: 11 April 2011 Order No. E96521 Copyright 02 Daktronics, Inc. DF 2940 Rev051910 Pogo 8 of 8 DAKTRON 1 C5 C I I -\3E'