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HomeMy WebLinkAboutFAAC, INC. 1 - 2003FA. AC INCORPORA TED INSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OF COUNCIL DATE: ~-~-0_~ N-2003-102 1229 Oak Valley Drive Ann Arbor, MI 48t 08 Phone: (734) 761-5836 Fax: (734) 761-5368 www,faac,com BASIC SERVICE EXTENDED HARDWARE WARRANTY AGREEMENT Between FAAC Incorporated 1229 Oak Valley Drive Ann Arbor, Michigan 48108 (734) 761-5836 (Hereinafter called "FAAC") and City of Santa Aha Police Department PO Box 1981 Santa Aua~ California 92702 (714) 245-8050 (Hereinafter called the "Buyer or Customer") For thc following systems: Two (2) PP-1000 FAAC Simulators and ali Related peripheral equipment provided By FAAC Incorporated Located at: 60 Civic Center Plaza Santa Ana~ CA 92702 Date of Agreement: January 1~ 2003 - June 30~ 2004 Agreement Number: 4896 1 Revised 09/09/03 Basic Service Extended Warranty Agreement ACKNOWLEDGMENT OF AGREEMENT. FAAC and the Customer agree upon the terms set forth in this agreement for hardware service. ACCEPTED BY: CUSTOMER: Name: City of Santa Ama Police Dept Address: PO Box 1981 Santa Ama, CA 92702 ~ Title: City Manager PXTRI~IA E. HEALY Clerk of the Council SELLER: Name: FAAC Incorporated Address: 1229 Oak Valley/Dc'ive ~m-~rJam,-MI/~8108 Signed: ~ ~//x'~ Name: Tim Carr Title: Vice President ~oD AS TO FORS~: JOSEPH W. FLETCHER City Attorney Chief of Police The commencement date of this agreement is the later off · 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 FAAC from the Customer. The termination of this agreement is at midnight on June 30, 2004. This date is intended to coincide with the fiscal year end of the City of Santa Ana, at no additional charge. 2. PURPOSE The terms set forth m this Basic Service Extended Warranty Agreement govern the hardware support provided by FAAC to the Customer. The City of Santa Ama and FAAC agree that the Basic service extended warranty fee of $7,350 shall be offset by the value of consulting services for product development, vehicle dynamics, and curricula development m the amount of $7,350.00. These consulting services will consist of Sgt. Chuck Deakina working with FAAC staff on Tuesday, September 16, providing professional input on vehicle dynamics under emergency response conditions. He will be testing the simulator and providing feedback in tuning the steering torque. On Tuesday evening he will conduct a class for our Revis~109/09/03 2 Basic Service Extended Warranty Agreement engineers, who will participate as student drivers. This will provide insight as to how they can make the system easier to use, and more effective in mining. Wednesday, September 17 he will be attending the ALERT Conference where he will be able to actually test new vehicles at the GM Test site. Thursday, September 18, he will provide feedback on any new vehicle dynamic experienced. Thursday afternoon, he will assist us in gathering information from the conference attendees regarding ways to improve simulator training for Law Enforcement Agencies across the country. On Friday, September 19, he will be working with our engineers in applying some of the information gained. 3. DEFINITIONS The following definitions are applicable throughout this agreement. a. Installation. An installation is the initial preparation of FAAC equipment at a Customer site after shipment from FAAC's manufacturing facility. b. De-Installation. A de-installation is the preparation of FAAC's equipment for shipment out of a customer site. c. Re-Installation. A re-installation is an installation of FAAC equipment at a Customer site after being de-installed from another Customer site. d. Simulator. A Simulator is a FAAC DTSTM 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 FAAC Service Representative to a Customer site for preventive or remedial maintenance. g. Service Representative. A Service Representative is an individual specially trained by FAAC in the detection of problems, repair of hardware and general maintenance of FAAC Simulators. h. Remedial Maintenance. Remedial Maintenance is maintenance performed on a Simulator by a FAAC 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 FAAC Simulator, it is required that all FAAC 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 alter 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 FAAC, be added to this service agreement at the expiration of the warranty of the new Simulator, and with payment of the standard service fee. Revised 09/09/03 3 ~ tt~c, on~,onnr~D Basic Service Extended Warranty Agreement FAAC hardware which is not newly acquired during this agreement may be added to this agreement with the written consent of FAAC. FAAC 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 FAAC before the hardware can be added to this agreement. The cost for inspection and upgrade will be at the fees set forth in the "FAAC Warranty and Service Policy and Price Schedule." FAAC's warranties do not include normal wear and tear or consumables. These would include, but are not limited to, scratches on screens, lum'mosity changes in monitors, projector bulb or instrument panel bulb replacement, printer supplies etc. SERVICE FEES Service fees for this agreement are waived in exchange for the consulting services as described above in section 2. Pm'pose. Simulators which are added to this agreement are subject to the prices set forth in the then current schedule of"FAAC Warranty and Service Policy and Price Schedule. Service fees for added simulators will be invoiced annually as indicated in Schedule 1. Payment by Customer is due 30 days after receipt of invoice from FAAC. CUSTOMER CONTACT The customer must provide FAAC with the name, address and phone of an individual who will act as the contact between the Customer and FAAC. Requests for clarification of information included in the agreement will be directed to the contact person. SERVICE VISITS Included in the price of this agreement are up to two (2) service visits per year. The price includes all labor and material costs associated with the two visits. These visits may be used for either preventive or remedial maintenance, in any combination. These restrictions on visits do not apply to visits by FAAC's local California service representative. This agreement does not include any travel between Ann Arbor, MI and Santa Aha in support of the warranty agreement. Any necessary travel expenses will be billed at Time and Material rates to Santa Aha upon completion of the visit. Remedial maintenance visits will be made within 3 business days of the request for service (See Section 9). A service visit may serve the dual purpose of preventive and remedial maintenance at the mutual consent of the Customer and FAAC. Factors such as availability of FAAC Service Representative resources and availability of the Simulator at the customer site may affect whether a combined visit is feasible. 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 P~vis~109/09/03 4 ~ tNCOnt,onnmo Basic Service Extended Warranty Agreement customer to provide service at other than these times may result in a premium charge per the FAAC Time and Material Price List. At the discretion of the FAAC 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 FAAC Installation and De-installation Policy and Price Schedule, a copy of which may be obtained fi.om FAAC. If FAAC makes a service visit under the agreement which, in FAAC's reasonable determination, is unnecessary or the cause of the reported problem is determined to have been the result of failures in non-FAAC equipment end should have reasonably been detected by the Customer as such, then the visit will be charged at the regular rates in the FAAC Time and Material Price List. 10. 11. 12. REQUEST FOR SERVICE The primary FAAC Service Department is located in Ann Arbor, Michigan. Requests for service cen be made by calling the FAAC Service Department. A service request can be logged by calling the Service Department at (877) FAAC-DTS during the hours of 8:30 am to 5:30 pm EST Monday through Friday, excluding FAAC holidays. A schedule of FAAC holidays can be obtained by contacting FAAC. RESPONSE lIME The average response time for a remedial ma'mtenance service call is less than 72 hours (3 business days Monday - Friday) from the time that the service call is logged at FAAC via the method set forth in the previous section. The 72-hour response time is calculated fi.om the time the call is logged at FAAC to the arrival of the FAAC Service Representative on the customer site. Calculation of response time shall not include weekends, FAAC holidays, Customer holidays, time delays due to acts of God, or other factors which are beyond FAAC's control. SOFTWARE UPDATES The customer may receive software updates, patches and version modifications for changes made to the software sold with the Simulator. Software enhancements are not included under this Agreement and are sold separately. SERVICE BULLETINS The customer may receive Service Bulletins which are notices of changes, upgrades or other information pertinent to the Simulator. These bulletins are distributed to relay hardware information to Customers. PHONE AND MODEM SUPPORT R~vised 09/09/03 5 INCORPORATED Basic Service Extended Warranty Agreement FAAC provides unlimited phone support to the customer as an additional service to be used for identifying and resolving hardware or software problems. The customer may call in and discuss problems or ask questions of the Service representatives. During a phone support call, a FAAC 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 or modem support. 13. RETURN TO FACTORY REPAIR 14. 15. 16. The customer may return defective hardware assemblies to the FAAC factory for repair with the consent of FA. AC. There are several situations where it may be desirable for the Customer to remm a hardware assembly. For example, a problem in a specific assembly may be identified through the phone support service of FAAC and the problem can be resolved by the customer returning the assembly to FAAC, or a complex update to the hardware may be needed and it can be done more reliably in the factory setting of FAAC. FAAC may also request that the customer return an assembly to FA_AC for repair. The customer is responsible for shipping costs to send customer assemblies to FA. AC. FA_AC will pay for return shipment of customer assemblies to the customer's site. Arrangements for returning hardware assemblies are made by contacting the FAAC Service Depadment. A Return Authorization number must accompany all hardware returned to FAAC for repair or replacement. PART REPLACEMENT FAAC has the option of repairing or replacing a part that has been found to be defective. If in FAAC's judgement, there is a failure in a part that cannot be repaired, either at the customer site or the FAAC factory, FAAC will replace the faulty part. The customer is responsible for shipping costs required to send customer parts to FAAC. FAAC will pay for return shipment of customer parts to the customer site. A Return Authorization number must accompany all hardware returned to FAAC 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 FAAC under this agreement become the property of FAAC. 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 FAAC Warranty and Service Policy. RESTRICTIONS R~sed 09/09/03 6 INCORPORATED Basic Service Extended Warranty Agreement 17. 18. FAAC 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 conditioffmg, or extremes in humidity or temperatnre e. attempted maintenance by other than FAAC Service Representatives, unless the maintenance operation is directed by a FAAC Service Representative f. failure of the customer to comply with instructions provided by FAAC in the Site Preparation Guide g. war, fire, flood, lightning, earthquakes or other natural disasters. USER RESPONSIBILITY FOR SIMULATORS FAAC's obligation to service is contingent upon customer's proper use of the Simulator(s) in accordance with Fa, AC published specifications as well as the customers fulfillment of the following responsibilities. The customer shall: a. Maintain the FAAC 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 FAAC at time of installation. c. Notify FAAC immediately if the Simulator needs maintenance. d. Maintain the environmental conditions recommended by FAAC 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 FAAC and which may be subject to an immediate revision of the fee for the hardware service if in FAAC'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. LAPSE IN COVERAGE If a lapse in coverage occurs on a Simulator and Customer desires Extended Warranty coverage, FAAC 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 upgrade performed during the visit will be charged to the Customer at the then current prices. Extended Warranty coverage Revised 09/09/03 7 Basic Service Extended Warranty Agreement 19. 20. 21. may begin on the Simulator only al~er the FAAC service representative has determined that the Simulator is functional and operating at the current level of hardware upgrades. ASSIGNMENT Neither FAAC 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. 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. 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 FAAC under or pursuant to this agreement shall be limited as follows: 22. 23. a. In no event shall FAAC's liability to the customer for damages of any nature exceed the total charges paid or payable for services during one (1) year under this agreement. b. The customer agrees that FA. AC 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 FAAC shall have been advised of the possibility of such potential loss or damage. No action arising out of the performance of this agreement may be brought by either party more than one (1) year after the 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. 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. GOVERNING LAW The 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 Fa, AC warrants that it maintains the required Workers Compensation Insurance required by law. Revised 09/09/03 8 Basic 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 FAAC for information regarding the Simulator(s) covered under this agreement. Mailing Address: Phone: Chuck Deakins Santa Aha Police Depta'tment 60 Civic Center Plaza Santa Aha, CA 92702 (714) 245-8093 INVOICE ADDRESS This schedule sets forth information regarding the address to which invoices should be sent for proper payment. Nalne: Mailing Address: Clerk of the Council PO Box 1988 20 Civic Center Plaza (M-30) Santa Aha, CA 92702 Phone: (714) 647-5235 P~viscd 09/09/03 9 INSURANCE BINDER o.,D 05°/^~ / 03 '~:~ ~-'~-~-ER IS A TEMPO~RY INSU~NCE CONTACT, SUBJECT TO THE CONDITIONS SHOWN ON THE REVERSE S~DE OF THIS FORM. PRODUCER PHONE IiNC, NO, EXt): 734-741-0044 COMPANY JBINDER# 18132 ~t Paul Fire & Marine Ins. Co 734-741-9059 Dobson-McOmber Agency, Inc. P.O. Box 1348 301 N. Main Street Ann Arbor MI 48106-1348 Dobs on-McOmber Agen c-~ CODE: 21085140 I SUB CODE: AGENCY CUSTOMER ID: FAAC--1 I.SURBC FAAC, Inc. 1229 Oak Valley Drive Ann Arbor Mi 48108 COVERAGES 05/01/03 12:01 PM 05/01/04 I I NOON X THIS BINDER IS ISSUED TO EXTEND COVERAGE IN THE ABOYE NAMED COMPANY PER EXPIRING POLICY #: TE 0 2 1 0 1 0 5 8 Location: i Building= 1 1229 Oak Valley Drive, Ann Arbor, MI 108 Harrogate Court, Longwood, FL 12443 Research Pkw~, Suite105, Orlando, FL LIMITS TYPE OF INSURANCE COVERAGE/FORMS DEDUCTIBLE COINS ,% AMOUNT PROPERTY CAUSESOFLOSS Blanket Personal Property 1,000 100 1,800,000 BASIC ~ BROAD [] SPEC Business Income/Extra Ex[~ens 1,000 500,000 I I CLAIMSMADE i IXl OCCUR MEDEXP(Anyoneperson) $10,000 ;~, PERSONAL & ADV INJURY $1F000,000 GENERAL AGGREGATE $ 2,000,000 UNINSURED MOTORIST $ 500 i 000 AUTO PHYS,CAL DAMAGE DEDUCTIBLE , X lALLVEHICLE$ I ISCHEDULEDVEHicLES X ACTUALCASHVALUE . ~ ~ ~,.OV~- ,~ 'iD [ AGGREGATE s X~ UMBRELLA FORM T.~__~ ~2p. AGGREGATE $ 1,000,000 SpECiAL 1. Employee Benefits - $1,000,000/$3,000,000/$1,000 FEES $ NAME & ADDRESS Key Bank 100 S. Main Street Ann Arbor MI 48104 LOAN# __~ ADDITIONAL INSURED AUTHORIZED REPRESENTATIVE ACORD 75-S (1/98) NOTE: IMPORTANT STATE INFORMATION ON REVERSE SIDE ©ACORD CORPORATION 1993  DATE A.C. CFP. INSURANCE BINDER · 05/02/03 ~rRl$ ~INDER IS A TEMPORARY INSURANCE CONTRACT, SUBJECT TO THE CONDITIONS SHOWN ON THE REVERSE SIDE OF THIS FORM. PRODUCER 734-741-0044 734-741-9059 ,Dobson-McOmber Agency, Inc. P.O. Box 1348 301 N. Main Street · nn Arbor MI 48106-1348 ~obson-McOmber Agency ;ODE: 21085140 ISUBCODE: AGENCY CUSTOMERID: FAAC--1 FAAC, Inc. 1229 Oak Valley Drive Ann Arbor MI 48108 I, INSURED COMPANY [ I~INDER# 18130 ;t ~aul Fire & Marine Ins. Co EFFECTIVE EXPIRATION TIME DATE | TIME DATE 05/01/03 12:01 I I PM I 05/01/04 j I NOON X THISpER EXPIRINGBINDER ISPOLiCy[SSUED#:TO EXTENDwvA2 COVERAGE101% 60 IN THE ABO~ NAMED COMPANY :OVERAGES LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any o~e fire) $ I CLAIMS MADE [~ OCCUR MED EXP (Any one person) £.L. mS.SE- POUC¥ uMrr $ 500 t 000 NAME & ADDRESS LOAN # ADDITIONAL INSURED AUTHORIZED REPRESENTATIVE Dobson-McOmber Agency ACORD 75-S (1198) NOTE: IMPORTANT STATE INFORMATION ON REVERSE SIDE ©ACORD CORPORATION 1993