HomeMy WebLinkAboutAddendum - 1Executive Services Department
Memorandum
DATE:July 5, 2024
TO:Kristi Rowland, Deputy Chief Administrative Officer
CC:Young Yoon, Information Technology Director
FROM:Josh Boulware, Application Support Manager
SUBJECT:Annual Renewal of Avidex 360 Service Plan
This memo is in lieu of our standard contract template which allows for signature by
both parties.
Attached for your review and signature is Amendment No. 1 to CAG-23-313 with Avidex
Industries, LLC. This packet authorizes the attached Service Agreement, in the amount
of $17,408.65 ($15,783.00 plus tax), for the annual renewal of the Avidex 360 Service
Plan. The renewal term is 09/07/2024 – 09/06/2025.
This annual service plan is related to audio/visual equipment used in Council Chambers.
Attached are the following documents:
1. Avidex 360 Service Plan
Approved By: _____________________________
Kristi Rowland, Deputy
Chief Administrative Officer
_____________________________
Date
!
CAG-23-313, Adden #1-24
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8509 154th Ave NE, Suite 100 | Redmond, WA 98052 | 800.999.8590
2018 East Riverside Ave, Suite 1 l Spokane, WA 99202 l 509.455.6873
360° Service Agreement
SA# S100240217
City of Renton
1055 S. Grady Way
Renton, WA 98057
Jason Seth
425.430.6502
JSeth@Rentonwa.gov
_________________________________________________
Submitted by Cindy Buck
510.279.7118
Cindy.buck@avidex.com
1 July 2024
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Avidex Service Agreement
360° Service Plan SM
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360° SERVICE PLAN SM
An Avidex 360° Service Plan gives your organization access to a suite of proactive support
services which provide worry free operation of the system for 1 year(s) from the date of
agreement acceptance.
Avidex recommends the Essential 360° Service Plan to City of Renton the best value, long term
coverage and peace of mind for your audiovisual systems.
A detailed description of the specific service inclusions and exclusions associated with your
360° Service Plan is provided in Appendix C.
SCOPE OF SERVICES
Provide Essential Support for the Council Chambers installed by Avidex on Project Number
100210322 and at the following address: 1055 S. Grady Way, Renton, WA 98057
DEFINITIONS
Term and Automatic Renewal
The 360° Service Plan Agreement begins on 9/7/2024 and runs for a term of 1 year(s). Unless
written termination is requested by either party thirty (30) days prior to the expiration date of the
current 360° Service Plan term, the Agreement between the parties shall automatically renew for
successive one (1) year periods. Written termination requests by the client should be sent to:
Attn. Contract Admin 8509 154th Ave NE, Suite 100, Redmond, WA 98052.
At any time within the current term or renewal period should adjustments in work responsibilities
and/or price be deemed necessary, proposal and agreement revisions shall be exchanged
between the parties, be mutually agreed upon in writing and once executed become part of the
current Agreement or understanding between the parties.
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Specific Site Locations & Equipment Covered by this Agreement
The site/facility addresses, specific building/room locations and system equipment covered
under the terms of this Service Agreement are provided in Appendix D.
Avidex Service Terms and Conditions
A detailed listing of Avidex standard terms and conditions associated with your 360° Service
Plan can be found in Appendix A.
PAYMENT TERMS
This proposal is valid for 30 days from the date which appears on page 1.
Standard Avidex Payment Terms:
x 360° Service Plans will be invoiced annually, in advance or at the date of commencement.
x Avidex reserves the right to charge for stored materials and/or equipment.
x There will be a 1.5% finance charge for late payment of any invoice.
x Freight and sales tax will be added to invoices based on current tax rates as required by
state law on the invoice date.
x These payment terms supersede the Period and Payment terms in Appendix A
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PRICING
3360° SSERVICE PLAN –– The annual fee for Essential service & support is:
$$115,7783
Applicable sales tax will be added to invoices based on current tax rates on the invoice date as
required by state law.
AUTHORIZATION TO PROCEED – 360° SUPPORT SERVICES
Avidex services will commence upon receipt of Purchase Order or Executed Contract.
Submitted by: Avidex Industries, LLC
Client Approval
Signature
Name/Title
Date
ATTACHMENTS
Appendix A: Integrated Systems Terms & Conditions
Appendix B: Source Code License and Non-Disclosure Statement (if applicable)
Appendix C: Service Agreement Inclusions & Exclusions
Appendix D: Covered Systems Site Location(s) & Equipment List(s)
Internal Avidex Approval
Signature
Name/Title
Date
!
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APPENDIX A: INTEGRATED SYSTEMS TERMS & CONDITIONS
1. SCOPE OF PROJECT
In this document the term “owner” shall mean client. Avidex Industries, LLC (“Avidex”) shall execute entire work described in the included proposal and/or
quote concerning the owners’ system integration. This project is based upon information provided by t he owner. It is possible that as the project
progresses, additional hardware, equipment and labor may be necessary to complete the project. These additions will be considered change orders and
be handled under the change order procedure contained herein.
2. AGREEMENT SUM AND TAXES
The owner shall pay Avidex in current US dollars for performance of the work on this agreement, subject to additions or any deductions that are
documented by written change of order. The prices for equipment indicated in this agreement are subject to taxes, including but not limited to, sales,
excise or use taxes. The Owner shall pay all applicable sales, use, ad valorem, excise and/or others taxes imposed on either party, associated with the
sale of goods and / or services. Avidex will invoice for all applicable taxes. Avidex reserves the right to execute on behalf of the client any financing
statements it deems necessary to secure its interest in the product.
3. PERIOD AND PAYMENT TERMS
Avidex will submit invoices for work performed on a monthly basis. The billing period will commence upon acceptance of this proposal, receipt of a
Purchase Order or Executed Contract. The final invoice will be submitted upon the completion of the work, or first beneficial use of the system, whichever
occurs first. Monthly progress payments are due 30 days from date of invoice. A 1.5% monthly finance charge may be assessed on all past due invoices.
4. PREVAILING TERMS AND CONDITIONS
The terms and conditions of this agreement and the terms and conditions contained in any appendices to this agreement, together form the entire
purchased order. Request for quotation, acceptance, or other purchasing documents, concerning products which are inconsistent with, different from, or
in addition to the terms and conditions of this agreement are void.
5. APPROVAL OF ORDERS
This agreement and all owner purchase orders for products under this agreement are subject to acceptance by Avidex including, if appropriate, approval
by Avidex Credit Department. Upon notice by Avidex, the owner will furnish Avidex such financial information as Avidex may reasonably request for this
approval. Such financial information shall be proprietary and confidential to the owner and Avidex agrees not to disclose this information to any other
party or use the information other than for the internal credit check. Avidex may, at its sole discretion, cancel this agreement at any time if the owner fails
to meet credit requirements established by Avidex.
6. TITLE AND RISK OF LOSS
Title and risk of loss of or damaged to any products will pass to the owner upon Avidex’s delivery of the products to the own er. Client must make all
claims for damage to or loss of products directly with their insurer.
7. OWNER
Except for permits and fees that are the responsibility of Avidex, under the Request for Proposal, the owner shall secure and pay for necessary approvals,
assessments and charges required for the construction, use or occupancy of permanent structures or permanent changes in existing facilities.
8. RESPONSIBILITY AND INDEMNIFICATION
Avidex shall be responsible to the owner for the acts and omissions of Avidex’s employees and subcontractors, if any, perform ing portions of the work
under this agreement. Avidex employees understand that they have no right to enter into agreements with or make representation on behalf of the
owner. Avidex shall review, approve, and submit to the project manager, shop drawings, product data, samples and similar submittals as required, for
written approval prior to the commencement of the work. The work shall be in accordance with approved submittals. To the fullest extent permitted by
law, Avidex shall indemnify and hold harmless the owner, Project Manager, its employees, officers, agents and directors from and against claims,
damages, losses and expenses, including but not limited to, attorney’s fees arising out of or resulting from performance of the work, provided that such
claim, damage, loss or expense is attributable to failure to deliver clear title to the owner, bodily injury, sickness, disease or death, or to injury to or
destruction of tangible property (other than the work itself), including loss of use resulting there from, but only to the extent caused in whole or in part by
negligent or intentional acts or omissions of Avidex or anyone directly or indirectly employed by Avidex or anyone for whose acts Avidex may be liable,
regardless of whether or not such claims, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be
construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person. In claims against any
person or entity indemnified under this paragraph by an employee of Avidex, anyone directly or indirectly employed by them, or anyone for whose acts
they may be liable, the indemnification obligation under this paragraph shall not be limited by a limitation on amount or type of damages, compensation
or benefits payable by or for Avidex or under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts.
9. INSURANCE
Avidex shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the project is located
insurance for protection from claims under workers’ or workmen’s compensation acts and other employee benefit acts which are applicable, claims for
damages because of bodily injury, including death, and from claims for damages, other than to the work itself, to property which may arise out of or result
from Avidex operations under the agreement. Certificates of such insurance shall be filed with the owner prior to the commencement of the work. Owner
shall be responsible for purchasing and maintaining its usual property and liability insurance.
10. FINANCE CHARGE/COSTS OF COLLECTION
If the Owner fails to pay Avidex for equipment and/or services when due, then in addition to any other remedies available to Avidex under this agreement
or allowed by law for that default, the Owner shall pay Avidex an additional monthly finance charge equal to the lesser of: a) one and one-half percent
(1.5%); or b) the maximum monthly interest rate allowed by law; of any amounts past due, chargeable during each month that the payment remains
outstanding and Avidex’s reasonable and actual expenses for collection, including, but not limited to attorneys’ and experts’ fees and court costs.
11. ARBITRATION
All claims or disputes between Avidex and the owner arising out of relation to the agreement, or the breach thereof, shall be decided by arbitration in
accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect unless the parties mutually agree
otherwise and subject to an initial presentation of the claim or dispute on the project. Notice of the demand for arbitration shall be filed in writing with the
other party to this agreement and with the American Arbitration Association and shall be made within a reasonable time after the dispute has arisen. The
award rendered by the arbitrator or arbitrators shall be final, and a judgment may be entered upon it in accordance with applicable law in any court having
jurisdiction thereof.
12. TIME
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Should Avidex be delayed at any time in the progress of the work, by material changes ordered in the work, by labor disputes, fire, unusual delay in
deliveries, construction delays, unavoidable casualties or causes beyond Avidex’s control, the agreed upon time for completion shall be extended by
Change Order for such reasonable time as the Project manager may determine. Such Changes Orders may include charges to cover additional costs
incurred by Avidex due to the delay. Avidex’s proposals for installation costs are based upon 8-hour days and 40-hour workweeks, Monday through
Friday, between the hours of 8:00AM and 5:00PM. Installation costs for work outside of normal business hours or business days may be subject to
overtime rates, when mutually agreed upon in writing. Project timeline and completion schedules will not begin until deposit or initial payment is received
by Avidex.
13. INSTALLATION
Avidex’s proposals for installation cost are based on 8-hour days and 40-hour weeks, Monday through Friday, between the hours of 8:00AM and 5:00PM.
However, with prior Owner approval and security clearance, installation activity and access to the project site may take place outside of normal business
hours and days. Avidex will install all items not requiring heavy construction, and shall make all final connections of equipment, except direct connections
into the buildings electrical system. There should be no use of the system by the owner for its intended purpose until such time as formal approval and
acceptance has taken place. Avidex may waive this requirement only with a written authorization. Any operations or changes by the owner or contractors
other than Avidex, which result in damage or impairment of the system and may require a change order and additional charges to the owner. The
attached proposal and/or quote was based upon site surveys and verbal information from the owner. While every effort has been made to determine
installation conditions, on occasion unforeseen problems may arise that will require a change order to cover additional costs by Avidex.
14. CHANGES/RETURNS/CANCELLATION
Any changes or modifications to the agreed upon scope of work defined in this proposal must be mutually agreed upon in writing. All changes shall be
submitted and approved in writing, and documented in a change order. Should the Owner in whole cancel a project or in part, prior to final completion,
the Owner agrees to pay Avidex for all reasonable costs incurred to date and/or to bring the project to an acceptable close. These costs include, but are
not limited to: the design and engineering services; project management; the installation and programming technical labor; the subcontracting costs; the
materials and equipment costs incurred to date; and other miscellaneous documented costs. Materials and equipment are also subject to restocking
charge policy. Due to the custom nature of the audiovisual equipment, Owner requested changes once the equipment is in hand or in transit, may result
in restocking charges to the Owner. Restocking charges will be 30% of the equipment sale price, plus freight for non-custom equipment, and 100% of
the equipment sale price, plus freight for all custom or specialty (non-standard) equipment. Any changes to the agreed upon scope of work defined in
the proposal must be authorized in writing.
15. WARRANTY
Avidex warrants the integrated system(s) furnished are free of defects in workmanship and materials for a period of one year from the date of acceptance
or date of first beneficial use whichever occurs first. Remedy for such defects during the warranty period shall be provided at no additional expense to
the client and shall be handled as expeditiously as is feasible during normal business hours and days of operation. This warranty includes troubleshooting,
uninstalling and installing of any equipment within the Avidex system except for the cost to service and/or repair Owner Furnished Equipment (OFE) or
out of manufacturer warranty equipment. Avidex will broker and process the repair of that equipment at the standard Avidex fee rate.
16. WAIVER
Either party’s waiver of the other’s default in its obligations under any terms or conditions of this agreement will not in any way limit or affect that party’s
right to enforce and compel strict compliance with that term or condition at any other time or with any other term or condition.
17. ENTIRE AGREEMENT
This agreement and appendices to this agreement, including the RFP as reference herein, supersede, terminate and otherwise void any and all prior
written and/or oral agreement between the parties with respect to products. There are no warranties, representations or understandings of any kind or
description whatsoever made by either party to the other, except such as are expressly set forth herein. Any additional terms or notes appearing on
schedules, proposal summaries and/or Change Order are by this reference incorporated in this agreement.
18. LIMITATION OF LIABILITY
Without limitation of any other provision in this agreement limiting or excluding liability of Avidex the exclusive damages recoverable by the purchaser for
any claim of any kind whatsoever arising from or in any way connected to any breach of this agreement, or the purchaser’s purchase shall not be greater
than the actual purchase price paid by the purchaser with respect to which such claim is made, and in no event shall Avidex be liable for any special,
indirect, incidental or consequential damages of any kind, including without limitation any damages with respect to loss of income, compensation or
prospective profits, any expenditures, investments or commitments of the purchaser, any loss with respect to the establishment, development or
maintenance of business reputation or good will, or any loss incurred in obtaining substitute products, or arising from the claims of third parties.
19. GENERAL
During the performance of this Agreement, the contractor/vendor shall comply with all applicable federal, state and local laws of any nature whatsoever
in connection with the goods and services provided including, but not limited, to, applicable provisions of E.O. 11246, Rehabilitation Act of 1973, Vietnam
Era Veterans’ Readjustment Assistance Act of 1974, E.O. 13496 and respective regulations including 29 C.F.R. 471 Appendix A to Subpart A, and the
EEO Clauses set forth in 41 C.F.R. 60-1.4, 41 C.F.R. 60-300.5 and 41 n. cont. C.F.R. 60-741.5 This contractor and subcontractor shall abide by
the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals
based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their
race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime
contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color,
religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.
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APPENDIX B: SOURCE CODE LICENSE & NON-DISCLOSURE
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APPENDIX C: SERVICE PLAN INCLUSIONS & EXCLUSIONS
ESSENTIAL (INCLUDED AND PRICED)
In the Essential plan, Avidex warrants the items in the system(s) that are under coverage are free of defects
for the duration of the service agreement. This coverage includes the troubleshooting, uninstallation and
reinstallation of the equipment integrated by Avidex or covered under Appendix D. Remedy for such defects
during the coverage period shall be provided at no additional expense to the client. The following services
are included under this coverage:
REACTIVE SUPPORT
x Avidex 360° Service Help Desk
o Avidex will provide a dedicated toll-free number to report and request technical support for the
integrated equipment
o The Avidex 360° Service Help Desk is operated during standard Avidex hours of Monday – Friday
8:00AM to 5:00PM Pacific Time except for Avidex holidays
o Avidex will respond to the initial support request within 4 business hours
o Avidex will make contact with the client in an effort to resolve the issue remotely to ensure the
quickest possible resolution
o Avidex will administer the repair process for defective or broken equipment including processing of
any manufacturer RMA
x On-Site Support
o In the event remote support does not resolve the issue, Avidex will provide a qualified Field Support
Engineer during standard Avidex hours within two business days of the support request
o Avidex will troubleshoot the system and make the best effort to resolve the issue(s) while at the
client site
o Avidex will return defective equipment to an authorized repair center or directly to the manufacturer
for warranty repair or exchange. (All fees related to shipping are included.)
o In the event the item may no longer be repairable, Avidex will provide a quote for a suitable
replacement to ensure full system operability
o Avidex will install the repaired or replaced equipment and test to ensure the system is operable per
the original system intent
x Lamp Replacement
o Lamp replacement labor (only) is covered under this support agreement
PROACTIVE SUPPORT
x Preventive Maintenance
o Avidex will perform periodic maintenance for your integrated audiovisual system including system
check, cleaning, and tweaking of all appropriate equipment. Avidex will also provide a summary
report detailing the status of the audiovisual system and troubleshoot and repair any discovered
audiovisual problems
o This proposal includes one (1) preventive maintenance visit per year of the agreement
o Upon completion of each preventive maintenance visit, the Field Support Engineer will conduct a
system operations training session if requested
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AVIDEX SERVICES NOT PROVIDED UNDER THIS COVERAGE
x Repair to Owner Furnished Equipment and/or components unless defined in Appendix D
x Before or after-hours on-site support
x Repairs due to customer acts of negligence or misuse
x The following items and equipment are not covered:
o Projection screen material, plasma glass assembly, lamps, bulbs, furniture, LCD panels, optical
engines, batteries and accessories. Such parts will be provided at a 10% discount off our list price
o Image burn-in caused by static images displayed over an extended period of time on any display
device
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APPENDIX D: Covered Systems Site Location(s) & Equipment List(s)
Site Location: 1055 S. Grady Way, Renton, WA 98057
Room(s) Covered: Council Chambers