CCR2006016.
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COMMON COUNCIL - CITY OF MUSK:EGO
RESOLUTION #016-2006
APPROVAL OF SYSTEMS IMPLEMENTATION AGREEMENT
WITH AVI MIDWEST, LLC FOR THE
PURCHASE OF DIGITAL PLAYBACK SYSTEM FOR THE CABLE CLUB
WHEREAS, The Parks and Recreation Department received the following quote for the
digital playback system for the Muskego Cable Club:
AVI Midwest, LLC.
Equipment
Implementation
Service Maintenance
Agreement Total
$ 7,101.00
$ 4,899.00
i..- 500.00
$12,500.00
WHEREAS, The Finance Committee has reviewed the attached Agreement with AVI
Midwest, LLC and has recommended approval by the Common Council to accept the
quote submitted in the amount of $12,500.
NOW, THEREFORE, BE IT RESOLVED That the Common Council of the City of
Muskego, upon the recommendation of the Finance Committee, does hereby approve
the Systems Implementation Agreement with AVI Midwest, LILC for the digital playback
system for the Muskego Cable Club for the purchase price of $12,500.
BE IT FURTHER RESOLVED That the Mayor is authorizE~d to sign the Agreement in
the name of the City.
DATED THIS 14th DAY OF February ,2006..
SPONSORED BY:
FINANCE COMMITTEE
Ald. Bob Melcher
Ald. Nancy Salentine
Ald. Eileen Madden
This is to certify that this is a true and accurate copy of Resollution #016-2006 which
was adopted by the Common Council of the City of MuskE~~o.
, ~: ,/\ iQ(\;1 ',7
"'-4/
íClerk- Treasurer
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PARKS ANÐ RECREATION DEPARTMENT
Craig Anderson, Director
(262) 679-4108
January 18,2006
To:
From:
Re:
I", C . (1~! < mance <ommlttee ì -
Craig Anderson, Parks & Recreation Directot\._../' "
Cable Club 2006 Capital Budget Purchase Approval
Attached is the up to date quote for the digital playback system. The budgeted amount
was $12,500 and the actual amount is the same. Jeff Jones made this request and
presentation to you during the Capital Budget process in September. Thank you for your
consideration.
W182 88200 Racine Avenue · Box 749 · Muskego, Wisconsin 53150-0749 · Fax (262) 679-5637
Systems Implementation Agreement (SIA) I
e o 621 BUSEe Rd I Rte 83 Caller 1500, Bensl~nvllie. IL 60106
o 2137 S Stoughton Rd. MadÌl>on WI 53716
[!] 5300 S Emmer Dr, New Berhn WI 53151
(630) 477-2300
(608) 221-8888
(262) 207-1300
Bill To: Ship To: Project Locationh.
City of Muskej:Jo AVI Midwest Cltv of Muskego
PO Box 749 5300 S. Emmer Drive W182 58200 Racin
Muskego, WI 53150 New Berlin. WI 53213 Muskego. WI 53151
CU5tomer# Atln: Attn: Jeff Jone,
DIIhl: 1/16/06 Phone: Phone: 262.-679-
CU5tomer PO: Fax: Fax;
I Notes:
Office Information:
Job'
'e. Sales Order No. #
SalAS Rap: 102 Jerry
Chavkowski
Install Mgn:
Terms ACCepted By:
Engineering Accepted By:
EquIp Ordur Dille:
) Est. On-site Date:
Est. Completion Datu:
L
eA,
D
s
563~
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1.0 Scope of. Work/R8spDnsibilitiö - AVI Midwest LLC will provide a playback S:fstern digital upgrade per the attached
(Attachment "A")
2.0 Prolect Cost SumfllBrJl
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2.1 Equlpmlmt (~hme(lt "8")
2.2 Implementation (!",ttachment "C")
2.3 Service Maintenance Agreement (.-!\ttachment "D")
2.4 Agreement Total
~- $ 7.10'1.00
$ ....89!~.OO
$ sıb.oO
$' 1:Z,50lJ.OO
3.0 Sales. Use Tax and Ilellverv CharQØÇ - AVI Midwest LLC will add any applicable talles. permits. licenoo5. and delivery
charges to the amounlt of each invoice. If noo-taxable. please indicate In note section above.
4.0 Involclna for EQulpmentlSørviC8& - AVI Midwest LLC will submit progress invoiCCIJ for the value of equipment received,
and materlals and labor expended on this project on a monthly basis. Invoices will be submitted to the party designated by
the Customer and wlllindude a deta~ of equipment received at the AVI Midwest LlG integration faCility and dedicated to this
project, and costs of the materials. labor and other items expended since any previouis billing.
Each progress billing ~vill be due net 15 days from Invoice. A ffllance charge computed at the rate of 1.5% per month will be
charged on any balance not received within 30 days.
5.0 R.,mlt To Address - ):\11 payments should be mailed to:
AVI Midwest, LLC
NW5237. PO BOll 1450
Minneapolis, MN 55485-5237
6.0 J(8~ ~røiÐCt PersonllE~1
Sales Engineer:
Design I Managing En9ìneer.
Installation Project Manager:
7.0 ChantJes In The S&Dptt of Work - Costs resulting from material changes in the scope of this project by the Customer.
additional requiremen~> or restrictions pieced Oil AVI Midwest UC by the Customer Of its representatives will be added to Of
subtracted from the contract depending upon the-Changes being made. When AVI Midwest LLC become6 aware of the nature
and impact of the change, a Contract CtlaOQ6 Order will be submitted for review and approval by the Owner before work
continues. Contrad Change Order costs calculations will be commensurate with the matar1als and labor rates provided within
the base contract.
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Revised 112404 Page' of 3 www.Ðvi-midwest.com
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8.0 Insurance - AVI shall maintain commardal general liability insurance. Includlnø contractual liability. at limits of not less than
$1,000,000 per occunance, automobile liability insurance, at limits of not less than $1,000.000 per occurrence, errors and
omissions insurance at limit of $1,000,000, and worker's compensation and ~mployer's liability insurance covering all
employees engaged in the performanCE' of this order for claims arising undln an1f applicable worker's compensation and
occupational disease acts.
9.0 Compliance With Law - AVI MIdWest LLC agrees and warrants that AVI Midwest LtC shall comply with all requirements of
appllcáble laws, regulations and standa,rds including but not limited to the provil;ions of (a) ExecutJve Order 11246, as
amended, of the President of the Unl1ed State6 and the Rules and Regulations pursuant thereto pertaining to Equal
Employment Opportunity: (b) the Fair Lal)()r Standards Act of 1938 of the United S~ltss, as amended. with respect to Wages
and Hours; (e) the Occupational Safety and Health Act of 1970 (OSHA), as amendad; (d) the Immigration Reform and Control
Act of 1986 (lRCA).
10.0 Ownership and Use lof Documents and Electronic Data - Drawings. specifi<:atiolls. other documents, and electronic data
fumlshed by AVI MidY.'est LLC for the associated project under this ,Agreement are instrumenæ of the services provided. AVI
Midwest LLC shall retain all common law, statutory and other reserved rights. including any copyright in these instruments.
These instruments of service are fumished for use solely with respect to the al;sociated project under this Agreement. The
Customer shall be permitted to retain COjoles of any drawings, specifications, other documents, and electronic data fumished
by AVI Midwest LLC for Information and reference in connection with the associaled project.
11.0 Proprietary Protection of Programs - This Agreement does not cause any transfør of title, or intellectual rights, in Control
Systems Programs, or any mater1als produced In connection therewith, includln!l SOIJfCe Codes. The Programs ara provided,
and are authorized for Installation, execution, and use only In machine-readable object code form, This Agreement is expressly
limited to the use of the Control SysterrlS Programs by the Customer for the iequipment in connection with the associated
project. Customer agn*ls that It wUI not seek 10 reverse-engineer any Program to obtain Source Codes, and that it w~1 not
disclose u'e Programs to any third party, without the consent of AVI Midwest LLC. The Control Systems Programs, and
Source Codes, togethor with AVI Mldwe~1f LLC' know-how and Installation and c:onfl!}um1lon techniques, furnished hereunder
are proprietary to AVI Midwest LLC, and were developed at private expense_ If Customer Is a branch of the United States
govemment, for purposes of this Agreement any software fuml9hed by AVI Midwest LLC hereunder shall be deemed
"restricted computer s,oftware", and any data. including installation and systems configuration information. shall be deemed
"limited rights data", as those tenns are ö,fined in FAR 52.227-14 of the CQde of Fedl,ral Regulations.
12.0 GOl)eraJ Business TelUI!l! - The Customer agrees to purchase and Audiovisual, Inc. ("AVI Midwest LLC.) by its acceptance of
this Agreement agrees to sell, in accordalnce with the following terms and conditions. the equipment listed (the "Equipment").
Under such terms and conditions. AVI Mklwest LtC will a) sell Equipment to the Customer and b) provide warranty service for
Equipment The customer agrees to accept the Equìpment and warranty service under the terms and conditions of this
Agreemenl The Customer further agf8fil'S with respect to the Equipment to a(;cept the responsibility for c) its selection to
achieve the Customer'!. intended results. d) its use. and e) the results obtained therefrom.
12.1 Price and PaVJmmt - This Agreem,nt must be signed by the Customer and accepted by AVI Midwest LLC on or before
the processing of this agreement. Paynu:IOt in full for all items on this agreament shall be due in accordance with Section 4.0
above. The prices shclwn are F.O.B. manufacturer's plant. The Customer in accordance with Avt Midwest LLC then current
Shipping and billing pmctices will pay all destination charges for each piece of E<luiprnent from a designated AVI Midwest LLC
location and any installation charges.. In addition to the prices on this agreament, thel Customer agrees to pay amounts equal
to any sales or use or personal property taxes resullflQ from this Agreement or any acmvitles hereunder,
12.2 Title - Title to !h.e Equipment paSOOlì to the CI.'Stomer as of the date of delivery to the jÒb site.
12.3 Security Interest - The undersigned Customer. for value received, hereby granlts to AVI Midwest LLC a security Interest
under the Uniform Commercial COde in the foregoing Equipment, plus any additions and replacements of such Equipment.
and all accessories, PC;lrts and connecting Equipment now or hereafter affixed thE!reto. This security interest will be satisfied by
payment In full unless ()therwise provided for in an AVI Midwest LLC Installment Payment Agreement. The security agreement
shall be security for th,~ payment herein, plus 1.5% monthly interest from Invola! dUE! date detailed in Section 4.0 above, and
plus a 20% restocking charge on the merchandise and attomey fees for coilectkm of the foregoing_ A copy of this Agreement
may be tiled as a financing statement w~lh the appropriate authority at any time after signature of the Customer. Such filing
does not constitute 3cc:eptance of thIS AgI"OOment by AVI Midwest LLC.
12.4 Rtsk of L058 OJ I~ - After thø date of delivery of Equipment to the j(lb sHe. aU risks of Ios5 or damage shall be on
the Customer-
12.5 Shipment - AVI MidWest LLC agrees to schedule Equipment for shipment in accordance with AVI Midwest LLC
applicable shipment seql.lence.
12.6 RøcelvlnaJlnstalllation - The Cust"mer agroos to provide a suitable Ins1:allat'loo envlronment and to furnish all labor
required for receiving and pladng Equipment in the desired location at the job silts. Packaging materfals shall be the property
of the Customer. The Iterms of any such Installation Agreement are incorporated in and made a part of this Agreement
12.7 Confiauratlon CI~ - By agreE:menl between AVI Midwest LlC and the Customer. changes in the configuration of
the Equipment describt~d herein may be made In wrltlng by submlssion of a ChanooJ:ttill!I document.
12.8 Warranties - Warranties vary by manufacturer and no additional warranties are expressed or implied on the equipment
or software provided al; part of the system. Additionally, for a period of 90 days flCom :wbstantial completion, AVI Midwest LLC
will warranty the systems installatfon to be free from defects in matenal and workmanship.
Revised 112404 Page 2 of 3 www.:lvl-mlctwest.eom
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12.9 Remedies - UpCln default 8S provld~d herein, AVI Midwest LlC shall have all tine rights and remedies of a secured party
under the Uniform Commercial Code and under any other applicable laws. Arr~ re<luirements of reasonable notice by either
party to the other gU31f3ntors or sureties of Customer shall be met If such notlæ Is mailed, postage prepaid, to the address of
the parties shown on the first page of thi~. Agreement (or to such other mailing address as e"her party in writing later fumishes
to the other) at least t'~n calendar days before the time of the event or contempllated action set forth In said notice. Customor
agrees to pay all expenses of retaking. holding. preparing for sale. selling and attorneys' fees and legal expenses as may be
allowed by law and incurred by AVI Midwest LLC, tn enforcing Its rlghts under thl!s Agreement The rights and remedies herein
conferred upon AVI Mtdwest LLC. shall be cumulative and not alternative and shall be In addition to and not in substitution of
or in derogation of rights and remedies oJTlferred by the Uniform Commercial C(de and other applicable laws.
12.10 lil"{1itóltlDn of R'.mødIBB - AVI Midwest LLC entire liability and the Customer's exduslve remedy shan be as follows: In
all situations involving performance or nonperformance of Equipment or stlrvlæs furnished under this Agreement, the
Customer'6 remedy is the adjustment or repair of the Equipment or replacement of Its parts by AVI Midwest LLC, or, at AVI
Midwest LLC option, replacement of the Equipment. In no event wiU AVI Midwest LLC be liable for any damages caused by
the Customer's failure to perform the Customer's responsibilities. or fur any lost profits or other consequentIal damages, even
if AVI Midwest LLC hilS been advised of the possib~ity of suçh damages. Of for any claim against the Customer by any other
party, or for any damages caused by performance or non-performance of Equipmerrt located outside the United States or
Puerto Rico.
12.11 Acc81el'3tiDnli Df Obligation ..nlil Dilbult - Upon the occurrence of any event of default by Customer. AVI Midwest
LLC may, at its optiOI1l. with or without notice. declare the whole unpaid balancl~ of ;any obligation secured by this Agreement
immediately due and payable and may d,~lare Customer to be in default under this Agreement.
12.12 General - Thi~; agreement is nol assignable without the prior written cons81nt of AVI Midwest LlC. Any attempt to
assign any of the rights. duties, or oblig<Jtions of this Agreamsnt without such wnsent is void. This Agreement can only be
modified by a written '~9reement duly signed by persons authorized to sign agmomernts on behalf of U,e Customer and of AVI
Midwest LLC, and variance from the terms and conditions of the Agreement in any mder or other written notification from the
Customer will be of no affect. The Wml this Agraomenr as used Mrein includes any applicable instanment payment
agreement, :r,;upplement or future writtell1 amendment made in accordance horewith. If any provision or provisions of this
Agr6emerrt shall be held to be invalid, illegal or unenforceable, the validity, legiafity and enforceabi~ty of the remaining
provisions shall not in any way be affected or impaired thereby. Unless otherwise agreed to in writing by Customer and AVI
Midwest LLC, if any printed term or condition contained in any purchase order or other form used by Customer to order
products or services pursuant to this Agreement, or in any acknowledgment or' othor form used by Customer is inconsistent
with any t8ml or com::lition conlainod herem, the provisions hereof shall apply and liake precedence AVI Midwest llC is not
responsible for failure to fulfill its obligations under this Agreement due to causes beyond Its control or, except as agreed
herein, to provide an~' services hereunder for Equipment located outside the United Steles or Puerto Rico. The laws of the
State of Iowa will govElm this Agreement
13.0 ~iDçe of Aqr8E~ - This agreøment includes equipment and services that are required to satisfy the project scope
of Section 1.0 ~)f Work/Responsibilities. AVI Midwest lLC will begin worl\ on this proiect upon receipt of a copy of this
agreement duly signed and executed by an agent of the Customer, specifically authorized to bind the Customer to the terms
and conditions of this agreement.
In Witness whereof, the par1~es hereto by their duly author\2ed representatives have executed this Agreement upon the date first set
forth herein.
AGREED AND ACCEPTE[)I BY:
AVlMidwøstlli
(Customer)
(Signature) (Signature)
Jerry Chayk()ws~;1
(PrInt Nama) (Print Name)
1/18/06
(Date) (Date)
Revised 112404 PagEl 3 of3 www.evi-midwest.com
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Scope of Work I Respon~:)iblllties
Attachment "Au
city of.Muskego
W182 S8200Racine AVf~.
Racine, WI 53150
Jeff JO"es
262-679-5635
1/18/06
...
1.0 Statement of ServlCi9$ To J:lo P[ovl~~I~
. Replace the exIsting Leightronix PR08 controller with the lelght.-onb dlglltal Nexus product.
. The PlusBu& ccmnectlon& will remılÍn the same, but due to the fact thöæt the Nexus has a smaller Internal
swltchef there lmay be a need for rewiring to support the exlBling decb.
Further dılÍøy chaining of the det:ks will be Included In this quote though I,ot recommended due to a 106s of
picture quality.
According to olilr existing drawings the Sony SLVN60 VCR will need t,o be removed from tI1e rack In order to
fit the upgraded controller and hrd drive rack kit.
2.0 AVI Midwest LLC RIMlponslblllties
. Provide equlpmemt, materials and labor Items per Attachments 8 and C.
. Provide systems. equipment Installilltion and supervisory responsibility of the equipment installation.
. Provide systems checkout, progranvning and testing.
. Provide project timeline GGhedules.
Provide neces~lry information, as requested. to the owner or other contra(;tors involved with this project to insure that
proper AC electrical power and cab4eways and/or conduits are provided to properly integrate the equipment within the
facilities.
Provide manufacturer supplied equipment documentation.
. Provide final documentation and "a:5 built" system drawings (CAD).
. Provide system 'training following installaUon to the designated project leader 01' team.
3.0 Customer Responsibilities
. Provide for the construction or mc:ldiflcation of the facilities for soundprcoflnn, lighting, electrical, HVAC, structural
support of equipment, and decoraUIlg as appropriate.
. Provide for the ordering, provisionil'l9, instaUalîon, wiring and verification elf any Data Network (lAN, WAN, TI, ISDN.
etc.) and Telephone Line (Analog or Digitat) equipment and services prior to on-slte installation.
. Provide all m'ce:ssary cableways and/or conduits required to facllllBte AV systems wiring.
Provide all nece:ssary conduit, wiring and devices for technical power to thI~ AV systems equipment.
. Provide reasonable accesses of AVI Midw8St LLC peffionool to the facilîtios dLlring periods of installation, testing and
training, indudlng off hours and W8il:lkends.
. Provide a secure area to house alliinstalratlon materials and equipment.
. Provide a project leader who w1l1bE~ available for consuttation and meeting:s.
. Provide timely rElview and approval of all documentation (Technical Reports, Drawings. Contracl5, etc.).
. Pull all cable.
. Install cameras l)nd mounts.
. Provide naC86sClry 6pace on exi6t1ng fum/ture for "head-end" equIpment.
Acceptance Initials
Customef_
Revised 0204 PBQ6' or 1 AVI
EQUIPMENT LIST -I Atta.:hment "B-
. DATE: January 1 B, 2006
TO: City of Muskego
W182 58200 Racine Ave.
Muskego. W153150
"TIN: Jeff Jones
PH: 262-679-5635
FX:
RE; Playback Upgrade
C\.Ist#:
FROM: 102 Jerry Chaykowski C PH: 262-207-1300
FX: 262-207-1301
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~Jii~l~,~. M,. Midwest
CJ 621 BusS<> Rd. RIa 83 C3/1er1500, BB"oe,,<JIlle. Il 50106
D 21:17 S Stoughton Road, Madison. WI 53716
m 531)0 S Emmer Drive, New Berlin, WI 53151
EQUIPMENiTOTAL: $ 7,101.00
CONTRACT EXTENDED I PRICE PRICE
$ 6.409.00 $ 6,409.00
$ 567.00 $ 567.00
$ 125.00 $ 125.00
IrÆ~
NO. CTY MANUFACTURER 1 DESCRIPTION MODEL NO.
EQUIPMENT
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
NEXUS Lelfqtronlx/NetworK-ManaQed Video Svstem
Controller and D1f.lltal VIdeo Server
LGX-USBHD500 LeiRhtronixl500 GB HD
LGX-WSBHD5oo LeiRhtronix/Rack Kit
Acceptance InltIafs
- Pricing Subject To Verll\caUon AI
Order ElII'Y
- TDrms Per Ese Or SIA
- F ralgtll And T 8l<8B To Sa AØdod
Page 1 Customer
RlNlSlld 0204 AVI_
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Implernentation Costs
Attachment "e" I
CIty of MuskegD
W182S8~OORacine AVE!.
Muskego, WI 531 so
Jeff Jones
262-679-5635
1/18/06
~ 1.114.00
$ 261.00
~ 228.00
~ 1,019.00
$ 1,457.00
$ 820.00
~ 4.899.00
. Engineering I CAD
. Project Management
. Cable Placement
. On Site Installation
. Acceptance Testingl
. Cable / Connectors
. TOTAL
RevIsed 0204 Pagel of 1
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Acçeptaoce Initials
CUstomer
AVl
o 621 Busse Rd I Rte 83 Callef 1500, Bensenville,lL 60106
o 2137 S stoughton Rd, Madison. WI 53716
00 5300 S Emmer Dr, New Berlin. WI 53151
(630) 477-2300
(608) 221-8888
(262) 207-1300
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Service Maintenance Agn~ement (SMA)
Gold level
(Attachment "0")
Customer Bill To Address: M.llntenance Location Address: Office I Agreement Information:
City of MuskeC]o Cily of MUlikegO Agreement Numbør:
PO Box 749 W'182 58200 Racine Ave. S,alesRep: 102
Muskepo,WI53150 Ml~kego, VVl53150 T:S Approval By;
Attachment "S"; (Xlv..... DNo
Agreement Type: (XlN- D 1(""".....
Contact Name: Parts Ship To: (Xl AVl D CUIi1Om8r
Phone Number: F,lctory Support: (Xl y- DNa
Customer Number. Contact Name: Jeff Jones Support Type:
Customer PO: Phone Number: 262--679-5635 System 10 Number:
Gold Level Selection
IXI Standard
D Plus
Coverage Term
[:K]1 Year
[J 2 Year
[:=J 3 Year
r Coverage Oat.1f
From:
To: J
~
3
.1 Plus ServlCe5 Options Requested
On-Site Service Date One:
On-Site Service Date Two:
Scheduled On~Site Comprehensive Maintenanc:e Döates
I Actual Date Comploted:
I Actual Date Compll~led:
Agreement COGt And Tenns
1) Coverage Must 8e Purch<llsed On All Components Cabled Together In A System.
2) Attached Equipment List Hepresents Model/\nd Selial Number(s) Coveled By This J~grel!ment (Attachment "8").
3} Full Payment Due Net 15 Days And Before Service Coverage Begins.
4) Any Applcable State Or lli)cal Taxes Requirl!ld WiH Be Billed In Addition To This Amount
Totlll $
'Volume DIscount ( -.4) $
Asreement Total $
soo.oo
soo.oo
] Agreement Acceptance and Approval
Company:
Signature:
rille:
Print NiIIT1e:
Dille:
~ CompilOy': ~AVI Midwest LLC
Signature:
Title:
Print Name: . --- Date:
.
Revised 0204 Page 1 of 3 www.avi-mi<lwest.com
._---~---~-~-~-- Gold Services To Be Provided --
.
r:I Preventive Maintenance
Provides labor to perform two on-site scheduled comprehensive mainteni'lnce sessions per year for routine cleaning,
adjustments. alignments and repain;:
o On Demand Service
Provides 5X9 servic:e and support response (Mon - Fril 8am - 5pm)
Provides priority phone support (within 2 hour response time)
Provides priority in-shop service (within 4 hour response time)
Provides priority on-sìte service (withi~1 8 hour response Ume)
. Provides labor to pmform off-site remelte diagnostics and troubleshooting
Provides labor to /Jtlrform on-site troubleshooting to localize and diagnose faults
Provides labor to Pf~rform on-site correction of problems, pertorm repairs and adjulitm9nts to restore system operation
{J Shop Service and Parts
. Provides labor to Pflrform in-shop diagnostics and repair of faulty equipment
Provides all materi~lls and parts (excluding catastrophic parts not covered by rnanufacturerwarranty, and consumablas)
Provides preferred purchase rate for catastrophiC parts, add-on parts and software upgrades (10% discount)
. Provides coverage of costs for equipment sent to manufacturer for diagnosis ()( repair
(J Other and Optional Plus, Services
Provides labor and travel costs to customer IoCatlon within 60 mile radius of the A VI Service Center
Provides software maintanance revisions
. Provides optional plus services as Indicated under the "Plus Services Options Requested" wction
] Definitions
1.
2.
3.
. 4.
5.
6.
Priority Service - Means all Agreement wor1( is scheduled ahead of anyon-demand work within 2 hour. 4 hour or 8 hour response
. times as indicated within lhe Agreement.
Scheduled Maintenance.- Defined as the TElchniGal Personnel of AVI Midwest LLC performing the necessary cleaning, adjustment,
and replacement of parts to keep the equipment in good and efficient operating condItion. Any repain;: or operating instructions wirl
be done at this time,
Remote DIagnostics - Defined as remote C2ll1s made to communications and terminal equipment via customer provided analog tine
to determine network andl/or board-level failures and remedies (If equipment is capable and configured for remote diagnostics),
Catastrophic Parts - Defined as video head assemblies, disk drives, projection 1ubf~ and devices, CRTs, lCD assemblies, plasma
assemblies, prism assemblies, and complete circuit boards.
Consumables - Defined as tapes. battenes. projection lamps and diskettes. Consurnabh:!s are ncllncloded under this Agreement
Software Maintenance HevisJons - Rell1si()ns of the exls11ng software that are J)rovlded at no charge at the discretion of the
manufacturer that are primarily Intended to fix bugs which Impair equipment operation. Upgrades are available (increases capability
of the product) a1 normal manufactUfer d'lal'!)es.
Business Terms --1
AVI Midwest LLC wi. make all necessary adjustments, repairs and replacements necessary to maintain the equipment in good working
order. AVl's obligation uncler Ihis Agreement is limited to the repair or replacement of arlY palrts and to maintain as set forth above. This
warranty shall not apply to any equipment If any person otl'ler than an AVI technician or other person authorized by AV', wtthout AVl's
conlì9nt. modifies, adjusts or repain;: such unit or pertorms any maintenance service on It during the lfirm ofthls Agreement.
limitation of RemedÎ96 - AVI Midwest LLC entilre liability and the Customer's exclusive remedy shall be as follows. In all situations
involving negligence in performance or nonperlrormance of AVI Midwest LLC for the services furnished under this Agreement. AVI
Midwest LlC shall bEl liable fc.,- the adjustment repair. or replacemant of equipment darnaged or impaired. AVI Midwest LLC will not be
liable for any performance 01' nonperformance of any manufacturer or third party software operational features. In no event will AVI
Midwest LtC be liable for any damages caused by the Customer's failure to perform the Customer's responsibiHties, or for any lost
profits or other consequential damages, even if !WI Midwest LLC has been advIsed of the pt:lsslbliity of such damages, or for any claim
against the Customer by any other party, or for sny damages caused by performance or non-performance of equipment located outside
the United States or Puerto R"co.
General - AVI Midwest LLC reserves the right to assign this Agreement to other parties in l:lrder to fulfill all warranties and obligations
expressed herein. This Agreement can only be modified by a written agreement duly si!Jned by persons authorized to sign agreements
on behalf of the Customer and of AVI Midwest LtC. and variance from the terms and conditions of the Agreement in any orner or other
written notiftcation from the Customer will be of no effecl The term "this Agreemenr as U&l~ herein includoo any applicable payment
agreement or finance agreement, supplement 0" future written amendment made in accord.mca herewith. however. the cancellation of
this Agreement shall not canc;el or otherwise negate Customer's obllga1lons under any note or finance agreement If any provision or
provisions of this Agreement .;hall be held to be invalid, ~Iegal or unenforceab~, the validity, legality and enforceability of the remaining
provisions shall nol in any way be affected or impaired thereby. Unless otherwise agmed to In wrttlng by Customer and AVI Midwest
LlC. If any printed term or c(lndition contained In any purchase order or olher form used by Customer to order produas or services
pursuant to this Agreement, or in any acknow1l~ment or other form used by Customer Is Inconsistent with any term or condition
contained herein, the provisions hereof shaH apply and take precedence, AVI Midwa~;t LLC is not responsible for failure to fulfill its .
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obligations under this Agraemlmt due to causes beyond Its control or, except as agreed hentin. to provide any servIces hereunder for
Equipment located outside the Unítad States or Puerto Rico. The laws of the State of Minnesota will govam this Agreement.
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