CONTRACT 7446 One Page Service AgreementDocusign Envelope ID: E335294B-E039-4D9D-885F-7CB2482805A1
Agreement No. 7446
CONTRACTOR:Qerv,ii,ces Agreement
DI.. ... M VISUALA CALIFORNIACORPORATION DATE: p.. 202i
Below you will find a checklist relating to insurance and other requirements that are required for doing business with the City of El Segundo. Only
those items checked -off are MANDATORY, however if your standard policies exceed the minimum requirements please include. The City
reserves the right to increase insurance limits/coverages based upon the scope and type of services. Please find additional terms and
conditions, including additional insurance provisions, on the following pages. This is not a purchase order or an authorization to begin work,
® Comprehensive general Llabili At least $1,000,000 per occurrence. See Section 12 for additional insurance and endorsement
requirements.
❑Cyber Liability Insur n At least: $1,000,000 peroccurrence. See Section 12 for more details.
❑ Technology Errors and Omissions Insurance: At least: $1,000,000 per occurrence. See Section 12 for more details.
® Business Auto t.ia� At least: $1,000,000 per occurrence. (If not provided, Seller affirms that it will not use an auto to perform work.)
See Section 12 for additional insurance and endorsement requirements.
® Corkers` Compensation Insurance: Statutory requirement with weaver of subro atiorv. (If not provided, Seller affirms that it has no
employees.)
® Bosiness License: Seller must have a current City of El Segundo license on file at City Hall or purchase said license (at no cost to the
City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the Planning
Manager @ (310) 524-2340 if you have questions.
❑ Co2y of validpicture I.Q. (Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PURCHASE ORDER BEING SENT TO YOU BY THE PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF WORK FOR THE CITY.
Submitted m leteall blanks): COLOR COPY REQUIRED BACK TO THE CITY
Company Name: Western A/V dba Western Audio Visual, S"Vi
a California cor oration Vendor's Authorized Si nature: �, CFO
g
Company Street Address: 1592 N. Batavia Street, Suite 2 By (Print Name & Title):.
City, State, Zip: Orange, CA 92867 Date Signed: 9/30/2025
Phone: (714) 637-7272 FAX: (714) 637-7330
Vendor's Email address: Vendor's Website:
Originator/Department Contact:f�Nguven Le Date Initiated: Se temb r 30 2 5
Department Head Approval:° Date Approved: �V
Insurance Approval. Date Approved:
W�
City Attorney City Manager City Cl
COES - Western AV - Services Agreement (final)
Docusign Envelope ID: E335294B-E039-4D9D-B85F-7CB2482805A1
Agreement No. 7446
DEFINITIONS. For the purpose of this Agreement, the following terms will have the meanings set forth below:
• "Covered Equipment" means the equipment for which WAV will provide service, as outlined in Exhibit "A" to this Contract.
• "Contract" means this Services Agreement which specifies, among other things, the Scope of Work, City and Seller's respective
obligations, City's Coverage, the Contract Period, and the Covered Equipment.
• "Contract Period" means the period which begins on the date specified in this Contract and ends on the date specified in this
Contract.
• "City" means City of El Segundo
• "Electronic or Mechanical Failure and Breakdown" means the inability of a properly maintained and operated piece of Covered
Equipment to perform the function(s) for which it was designed, due solely to defects in material or faulty workmanship. Without
limitation, Electronic or Mechanical Breakdown and Failure does not include damage due to negligence, caused by accident, or
the gradual reduction in performance due to wear and tear.
• "Equipment Location" means 314 and 350 Main Street, El Segundo CA 90245.
• "Purchase" means the services, materials, or supplies covered under this Contract and exhibits.
• "WAV" or "Seller" means Western AN dba Western Audio Visual
1. SCOPE OF WORK. Upon commencement of this Contract, Seller will provide services to support the Covered Equipment, including
and not limited to, the repair or arrangement for the repair of City's Covered Equipment as necessary when such repair is due to a
Mechanical or Electronic Breakdown or Failure during the Contract Period. WAV agreement is subject to the satisfaction of all terms
and conditions of this Contract. All repairs and replacements will be with new or remanufactured parts and components as decided by
WAV. All work by Seller, including any task order(s), shall be free from defects or flaws for a period of one (1) year from the date of
completion. Seller, at its sole cost and expense, will remedy any defect or flaw in this one (1) year period.
WHAT IS COVERED
A. Parts Repair/Replacement: All parts for the Covered Equipment are covered by this Contract except as excluded by Section 1
(Scope of Work), What is Not Covered of this Contract.
B. Labor for Repair: All labor for repairs of Covered Equipment is covered under this Contract, except as excluded by Section 1 (Scope
of Work), What is Not Covered of this Contract.
On -site service hours for this Contract are from 8:00 a.m. to 5:00 p.m. PST Monday through Friday. Seller will provide on -site labor
within 12 hours from the time of the original service call. Work must begin and end within these on -site service hours or telephone
support hours, based on the service being provided. Work, which is performed outside these hours, is billable at $180.00 per hour,
door-to-door Monday through Friday and $240,00 per hour Saturday and Sunday. By entering into this Contract, City agrees to allow
Seller to bill for On -site service provided outside On -site service hours and Telephone Support provided outside Telephone support
hours at the corresponding rates as shown in this section.
C. Transportation of Parts and Equipment: Seller will pay for transportation of Covered Equipment from the Equipment Location to
Seller's shop for repair. Seller will pay transportation of equipment from the Equipment Location or Seller's shop to the manufacturer, if
manufacturer repair is required. Seller will pay for transportation of parts and components ordered in connection with servicing of the
Covered Equipment. Transportation will be provided by Seller's staff or by commercial carrier. If shipped by commercial carrier, it will
be shipped for two-day delivery. Expedited delivery is also available, upon request. If City wish to have the parts expedited, City
agrees to be billed for the cost difference between the two-day delivery and the expedited delivery.
D. Preventive Maintenance: This Contract includes four (4) preventive maintenance calls per year. A preventive maintenance call is
defined as a field technician visiting the Equipment Location to verify proper operation of the Covered Equipment, install any factory
provided hardware updates, cleaning the heads of tape decks, returning the equipment controls to the predetermined operating levels,
converging video projectors for previously established input sources, clean filters and optics of projectors, reloading existing system
operating software (if required), and correcting operating conditions that are not within industry standards for operation.
If abnormal operating conditions outside industry standards are noted during a preventive maintenance call and the repair or correction
cannot be accomplished during the preventive maintenance call, another repair call will scheduled to correct the noted condition.
If abnormal operating conditions outside industry standards are noted during a preventive maintenance call and the repair is not
covered by this Contract as noted in Section 1 (Scope of Work), What is Not Covered, Seller will forward to City, either in written form
or verbally, a description of the condition and a cost to repair
E. Loaner Equipment: If service provided under this Contract cannot bring certain types of equipment to satisfactory operating
condition within four (4) working days, a loaner unit of comparable functionality will be provided at City's request. Loaner equipment
will be provided for the following categories of equipment: Video projectors, computer interfaces, and videocassette recorders. Loaner
equipment will only be provided within the limits of Seller's non -allocated inventory. Loaner equipment will be provided at no cost to
City. Loaner equipment may not be an exact match to City's existing equipment and may not be compatible with City's mounting
systems or integrated remote control systems or other components of the system. This Contract does not provide for services
mounting or connecting non -compatible loaner equipment to City's Covered Equipment. Portable systems from Seller's inventory shall
be considered acceptable substitutes as loaner equipment. CRT based video projectors, LCD based video projectors, DLP based
COES - Western AV - Services Agreement (final)
Docusign Envelope ID: E335294B-E039-4D9D-B85F-7CB2482805A1
Agreement No. 7446
video projectors and LCD light valve video projectors shall be considered interchangeable as loaner equipment. City agree to be liable
for the repair or replacement cost of the loaner unit due to loss or damage directly attributable to the City's gross negligence while the
loaner equipment is in City's possession.
CITY'S OBLIGATIONS DURING THE CONTRACT
A. Equipment Maintenance and Alteration: City must provide Seller with unrestricted access to the Covered Equipment for scheduled
preventive maintenance visits. City may not alter the wiring interconnections of Covered Equipment. YOU may not alter or modify the
Covered Equipment. City may not alter, repair or modify the Covered Equipment except as expressly directed by Seller's service
personnel. City shall operate the equipment as detailed in the user operations manual provided by the manufacturer with the Covered
Equipment, City may not add equipment, components, wiring or other parts to the Covered Equipment without written notification to
and acceptance by Seller, which must not be unreasonably withheld.
B. In the Event of the Failure of a Covered Component:
1. City must call us at 866-346-9283 or 714-637-7272. City must provide Seller with the Service Contract Number or the model of the
equipment in need of service and the nature of the problem,
2. City must give Seller access to all Covered Equipment at a time within the following 24 hours that is mutually agreeable to both City
and Seller and is during Seller's on -site service hours. If such a time cannot be mutually agreed upon, Seller will schedule a service call
to City's Equipment Location at the first mutually available time beyond the 24 hour period during the on -site service hours.
3. City will allow WAV complete and unrestricted access to the Covered Equipment during Seller's service call for a length of time as
required to repair the Covered Equipment. City must allocate enough time with the Covered Equipment to troubleshoot, diagnose, and
repair the Covered Equipment.
SELLER'S OBLIGATIONS DURING THE CONTRACT
A. All services under this Contract, including any task order(s), will be performed in a professional manner in accordance with the
highest standard prevailing in the trades and in accordance with all applicable laws, codes, and regulations. Only materials and
workmanship of the first quality may be used. All work shall be performed by technicians or personnel who are certified or otherwise
qualified in the relevant technologies, trades, or equipment types, For the purposes of this Contract, the term "highest standard
prevailing in the trades" means a standard having such regularity of observance in the trades so as to justify an expectation in Seller's
performance of the work done.
B. Unless otherwise specifically specified, Seller will, at its own proper cost and expense, do all work and furnish all materials,
equipment, tools, apparatus, facilities, labor, transportation, and incidentals necessary to construct and complete the assigned work
D. Seller in performance of this Contract may receive from City or have access to information and data that is confidential and
sensitive. Seller will adopt and maintain appropriate measures consistent with industry standards in place to ensure confidentiality and
security of the City's data under this Contract. Furthermore, all rights, including all intellectual property rights, in and to the City's data,
will remain the exclusive property of the City. Seller will have a limited, non-exclusive license to access and use the City's data solely
for performing its obligations under this Contract. Nothing herein will be construed to confer any license or right to the City's data.
E, Seller will maintain detailed records of (i) all services performed, including but not limited to dates, equipment serviced or replaced,
and technicians involved, and (ii) changes and modifications made, including but not limited to, the latest drawings, source code, and
specifications. Seller shall provide such records to the City upon request. This provision shall expressly survive termination of this
Contract for not less than one (1) year.
WHAT IS NOT COVERED
A. Parts other than the COVERED EQUIPMENT; projection screens and projection screen control devices; knobs; lamps; bulbs; trim;
trim parts; cabinetry; cathode ray tubes (CRT's); ILA optical units, DMD optical units; DLP//LCD optical units; LCD/Plasma screen
panels; or batteries. Such parts will be provided to City at a 15% discount from Seller's published price;
B. Failure due to or caused by fire, failure as a result of utility services, failure as a result of poor, unconditioned or fluctuating electrical
power, or natural and environmental causes such as earthquake, tornado, lightning, corrosion, flood, or other acts of God, or other
causes beyond WAV reasonable control.
C. Failure caused by abuse, misuse, or negligence, or previously installed or used equipment which is not in good operating condition;
D. Any actual, consequential or incidental damages incurred or suffered by City, directly or indirectly, or for economic loss, including,
but not limited to inconvenience, loss of profits, loss of business revenue, loss of time, loss of equipment use, or any other economic
loss of any kind whatsoever, even WAV has been advised of the possibility thereof;
E. Service required to diagnose City's good faith complaint, failure or perceived failure if no mechanical or electrical failure was found,
or was due to City's inability to properly operate the Covered Equipment;
F. Video projector convergence problems caused by normal electronic fluctuations which occur between scheduled preventive
maintenance;
G. Control system or other software programming changes to facilitate control functions not available at the commencement of the
Contract.
H. Failures or faults caused by structural, mechanical, electrical, or plumbing systems or devices not installed by US and not
specifically covered under this Contract.
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Docusign Envelope ID: E335294B-E039-4D9D-B85F-7CB2482805A1
Agreement No. 7446
I. Inability of the Covered Equipment, due to the manufacturing design of a product or products or the integration of the system, to
perform in a manner other than for what it was designed.
K. Convergence of video to a multisynchronous display device (i,e., video projector, video monitor, etc.) other than those that were
converged for at the start of the CONTRACT. Refer to the schedule of converged sources at the end of this contract for covered
convergences.
L. Any condition that existed prior to the start date of this Contract that would have been obvious during a pre -inspection of the
Covered Equipment.
M. Repairs prohibited by statute, governmental regulation, or any other law.
0. Videoconferencing equipment & software warranties & upgrades (Polycom, Tandberg, Lifesize, Cisco, etc.)
P. Owner furnished equipment
2.INSPECTION. The Purchase furnished must be exactly as specified in this Contract, free from all defects in Seller's performance,
design, workmanship, and materials, and, except as otherwise provided, is subject to inspection and test by City at all times and
places. If, before final acceptance, any Purchase is found to be incomplete, or not as specified, City may reject it, require Seller to
correct it without charge, or require delivery of such Purchase at a reduction in price that is equitable under the circumstances. If Seller
is unable or refuses to correct such items within a time deemed reasonable by City, City may terminate the order in whole or in part.
Seller bears all risks as to rejected Purchases and, in addition to any costs for which Seller may become liable to City under other
provisions of this Contract, must reimburse City for all transportation costs, other related costs incurred, or payments to Seller in
accordance with the terms of this Contract for unaccepted Purchases. Notwithstanding City's acceptance of any Purchase, Seller is
liable for latent defects, fraud, or such gross mistakes as constitute fraud.
3.CHANGES. City may make changes within the general scope of this Contract in drawings and specifications for specially
manufactured supplies, place of delivery, method of shipment or packing of the Contract by giving notice to Seller and subsequently
confirming such changes in writing. If such changes affect the cost of or the time required for performance of this Contract, an
equitable adjustment in the price or delivery or both must be made. No change by Seller is allowed without City's written approval.
Any claim by Seller for an adjustment under this section must be made in writing within thirty (30) days from the date of receipt by
Seller of notification of such change unless City waives this condition in writing. Nothing in this section excuses Seller from proceeding
with performance of the Contract as changed.
4. TERMINATION. City may terminate this Contract at any time upon written notice with or without cause. To the extent mutually
agreed to by City and Seller, City may be entitled to a refund of the City's costs if no benefits have been received, no service calls or
telephone support has been provided, and pro -rated for any partial services performed. Seller may terminate this Contract upon ninety
(90) days prior written notice, with cause only; provided however, City will have a reasonable opportunity to cure any alleged breach
upon notice. Should termination occur, City will pay Seller as full performance until such termination the unit or pro rata order price for
the performed and accepted portion of the Purchase. City may provide written notice of termination for Seller's default if Seller refuses
or fails to comply with this Contract. If Seller does not cure such failure within a reasonable time period, or fails to perform the
Purchase within the time specified (or allowed by extension), Seller will be liable to City for any excess costs incurred by City.
5.TERM 1 TIME EXTENSION. This Agreement's term will start November 1, 2025 and end October 31, 2026, unless otherwise earlier
terminated. Prior to commencement of this Contract, City will provide a purchase order to WAV and WAV must provide written
confirmation of its inspection and acceptance to support the Covered Equipment. Should WAV's inspection reveal the Covered
Equipment, or any component thereof, is not operating properly, or requires service to bring to acceptable operating condition, WAV
will promptly delivery to the City a list of the repair(s), replacement(s), condition(s), or changes (collectively, "Corrections") WAV will
need before it can provide the aforementioned written confirmation. WAV and City will work promptly and in good faith to resolve the
Corrections. City acknowledges that work to resolve the Corrections may be at cost and billable to the City. In the event City and WAV
cannot resolve or otherwise waive the Corrections, either party may mutually agree to terminate the contract, effective immediately.
City and Seller may extend this Contract by written amendment only. In the event of any delay caused by City, Seller's sole remedy is
limited to recovering money actually and necessarily expended by Seller because of the delay; there is no right to recover anticipated
profit.
&REMEDIES CUMULATIVE. City's rights and remedies under this Contract are not exclusive and are in addition to any legal rights
and remedies.
7.TITLE. Title to materials and supplies purchased under this Contract pass directly from Seller to City upon City's written acceptance
following an actual inspection and City's opportunity to reject.
COES - Western AV - Services Agreement (final)
Docusign Envelope ID: E335294B-E039-4D9D-B85F-7CB2482805A1
Agreement No. 7446
&PAYMENT. City will pay Seller after receiving acceptable invoices for materials and supplies delivered and accepted or services
rendered and accepted. City will not pay cartage, shipping, packaging or boxing expenses unless specified in this Contract. Drafts will
not be honored.
9.INDEMNIFICATION. Seller agrees to indemnify and hold City harmless from and against any claim, action, damages, costs
(including, without limitation, attorney's fees), injuries, or liability, arising out of the Purchase or the task order, or their performance.
Should City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or
not, arising out of the Purchase or Contract, or their performance, Seller will defend City (at City's request and with counsel satisfactory
to City) and indemnify City for any judgment rendered against it or any sums paid out in settlement or otherwise. For purposes of this
section "City" includes City's officers, elected officials, and employees. It is expressly understood and agreed that the foregoing
provisions will survive termination of this Contract. The requirements as to the types and limits of insurance coverage to be maintained
by Seller, and any approval of such insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and
obligations otherwise assumed by Seller pursuant to this Contract, including, without limitation, to the provisions concerning
indemnification.
10.WARRANTY. City and Seller agrees that this Contract is not a manufacturer's warranty or an extension of a manufacturer's
warranty. This Contact may provide duplicate coverage while manufacturer's warranties are in force. This Contract is not an express,
implied or general warranty and is not a condition of the purchase of the Covered Equipment. Seller further agrees that the Purchase
is covered by the most favorable commercial warranties the Seller gives to any customer for the same or substantially similar supplies
or services, or such other more favorable warranties as is specified in this Contract. Warranties will be effective notwithstanding any
inspection or acceptance of the Purchase by City.
11.ASSIGNMENT. City may assign this Contract with the written consent of Seller, which will not be unreasonably withheld, and at no
cost; provided however, Seller will have the option to provide 30 days written notice to terminate. Except as to any payment due under
this Contract, Seller may not assign or subcontract the Contract without City's written approval. Should City give consent, it will not
relieve Seller from any obligations under this Contract and any transferee or subcontractor will be considered Seller's agent.
12.INSURANCE. Commercial general liability ("CGL") insurance must meet or exceed the requirements of ISO-CGL Form No. Form
CG 00 01 04 13, or equivalent, covering CGL on an "occurrence" basis, including property damage, bodily injury and personal &
advertising injury. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation
(ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. For automobiles, the insurance
must meet or exceed the requirements of Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), or, if Seller
provides proof of a personal automobile policy, such personal policy must include and indicate business venture coverage with limits no
less than $1,000,000 per accident for bodily injury and property damage. If Seller has no owned autos, Code 8 (hired) and 9 (non -
owned), with limits no less than $1,000,000 per accident for bodily injury and property damage must be included in coverage. The
amount of insurance required will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for
the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as "additional insureds" under said
insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by
City will be excess thereto. City's additional insured status will apply with respect to liability and defense of suits arising out of Seller's
acts or omissions. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to
reduction except upon thirty (30) days prior written notice to City, and the notice must include any necessary endorsement to facilitate
such notice to City. See below for required endorsement language pertinent to the insurance requirements. Seller will furnish valid
Certificates of Insurance to City evidencing maintenance of the insurance required under this Agreement, a copy of an additional
insured endorsement confirming City has been given additional insured status under the Seller's General Liability policy, and such
other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed
with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." Insurance endorsements must contain
the following language: (i) Additional insured endorsement with this language: "The City of El Segundo, its elected and appointed
officials, employees, and volunteers as additional insureds," through ISO Form CG 20 10 11 85 or CG 20 10 with CG 20 37; (ii)
Cancellation endorsement with this language: "The City of El Segundo will receive thirty (30) days written notice in the event of
cancellation, nonrenewed or reduction." (iii) Primary and Non -Contributory endorsement with this language: "Coverage is primary and
non-contributory such that any other insurance that may be carried by the City will be excess thereto."
13.PERMITS. Seller must procure all necessary permits and licenses, and abide by all federal, state, and local laws, for performing
this Contract.
COES - Western AV - Services Agreement (final)
Docusign Envelope ID: E335294B-E039-4D9D-B85F-7CB2482805A1
Agreement No. 7446
14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller will act as an independent contractor and will have control of all
work and the manner in which is it performed. Seller will be free to contract for similar service to be performed for other employers
while under contract with City. Seller is not an agent or employee of City and is not entitled to participate in any pension plan,
insurance, bonus or similar benefits City provides for its employees. Any provision in this Contract that may appear to give City the
right to direct Seller as to the details of doing the work or to exercise a measure of control over the work means that Seller will follow
the direction of the City as to end results of the work only.
15.WAIVER. City's review or acceptance of, or payment for, work product prepared by Seller under this Contract will not be construed
to operate as a waiver of any rights City may have under this Agreement or of any cause of action arising from Seller's performance. A
waiver by City of any breach of any term, covenant, or condition contained in this Contract will not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant, or condition contained in this Contract, whether of the same or different
character.
16. PREVAILING WAGES. If required by applicable state law including, without limitation Labor Code §§ 1720 (as amended by AB
975 (2001)), 1771, 1774, 1775, and 1776, Seller must pay its workers prevailing wage. It is Seller's responsibility to interpret and
implement any prevailing wage requirements and Seller agrees to pay any penalty or civil damage resulting from a violation of the
prevailing wage laws. In accordance with Labor Code § 1773.2, copies of the prevailing rate of per diem wages are available upon
request from City's Engineering Division or the website for State of California Prevailing wage determination at
http://www.dir.ca.-gov/DLSR/PWD. A copy of the prevailing rate of per diem wages must be posted at the job site.
17.INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California,
and exclusive venue for any action involving this agreement will be in Los Angeles County,
18. ARTIFICIAL INTELLIGENCE. Seller must not utilize, employ, or incorporate any form artificial intelligence, machine learning, or
other similar technologies (collectively, "Al") in the provision of services in this Agreement without City's express written consent. The
Al prohibition set forth directly above will not apply to general business tools and software that may have Al components but are not
directly involved in the execution or delivery of professional services that this Agreement covers, provided that such tools and software
do not significantly impact the quality or nature of such services. Seller must promptly notify City, in writing, of any proposal to employ
Al in connection its provision of services to the City under this Agreement. City will have the sole discretion to grant or deny such
proposal.
19. BACKGROUND CHECK; FINGERPRINTING; ASSOCIATED TRAINING. If Seller's work involves contact with minors, before
conducting any performance of this Agreement, all Seller's employees, subcontractors, volunteers, or other agents that will perform
Seller's work under this Agreement must submit to and pass a background/fingerprint investigation conducted or approved by City.
Seller affirms and attests that its employees, subcontractors, volunteers, or other agents that will perform Seller's work under this
Agreement.
20. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. In accordance with Government Code §16.5, the parties agree that this
Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature
will be treated in all respects as having the same effect as an original signature. Seller warrants that its signatory (or signatories, as
applicable) to this Agreement has the legal authority to enter this Agreement and bind Seller accordingly.
21. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, this Agreement takes precedence over any
attached exhibit with conflicting provisions.
22. COMPENSATION. City's compensation to Seller under this Contract will not exceed the aggregate amount of $20,000. Without
limiting the forgoing, City will pay Seller upon net 30 invoice, a one-time amount not to exceed $12,500 for the services in this Contract.
City will pay Seller for any services determined to be billable to the City according to rates and fees established in this Contract or in
Seller's published price. Billable services must be authorized in a task order, the form of which is attached as Exhibit "C" and
incorporated by reference, and will be interpreted as payment guarantee.
23. EXHIBITS. Exhibit "A" (Covered Equipment), Exhibit "B" (Extended Warranty Plans), Exhibit "C" (Form Task Order)
COES - Western AV - Services Agreement (final)
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Exhibit "A"
Agreement No. 7446
Covered Equipment
Equipment Location: 350 Main Street, El Segundo, California 90245
Council Chambers
• Control Room / Media Room
• Executive Conference Room
Human Resources Conference Room
• West Garden Basement Conference Room
Equipment Location: 314 Main Street, El Segundo, California 90245
a Fire Department Conference Room
COES - Western AV - Services Agreement (final)
Docusign Envelope ID: E335294B-E039-4D9D-B85F-7CB2482805A1
Exhibit "B"
Agreement No. 7446
Extended Warranty Plans
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Agreement No. 7446
PROACTIVE PREVENTATIVE MAINTENANCE
VISITS
EMAIL &TELEPHONE RESPONSETIMES
(PRINCIPLE PERIOD OF MAINTENANCE")
TELEPHONE TECHNICAL SUPPORT
(PRINCIPLE PERIOD OF MAINTENANCE")
ON -SITE TECHNICAL SUPPORT RESPONSES
(PRINCIPLE PERIOD OF MAINTENANCE"')
ON -SITE TECHNICAL SUPPORT RESPONSES
(NON -PRINCIPLE PERIOD OF MAINTENANCE...)
COMPLETE EQUIPMENTREPAIR AND/OR
REPLACEMENT
GROUND SHIPMENT
EXPEDITED SHIPMENT MANUFACTURER
SOFTWARE
UPDATES/l1PGRADES OPTIONALUSER
SYSTEMTRAINING
PRIORITY SERVICE STATUS
MANUFACTURER REPAIR CASE
MANAGEMENT
SYSTEMS OPERATOR
LABOR FOR PROJECTOR LAMP
REPLACEMENT
DISCOUNTED PURCHASE ON PROJECTOR
LAMPS
UPTO FOUR (4) VISITS PER YEAR
RESPONSE WITHIN FOUR (4) HOURS
INCLUDED
12 BUSINESS HOURS
$120.00 PER TECH/HOUR, 3-HOUR MINIMUM,
$180.00AFTER HOURS, $240.00 SAT. & SUN.
INCLUDED
INCLUDED
ACTUAL COST
$95.00 PER TECH/HOUR
INCLUDED
15% Discount
COES - Western AV - Services Agreement (final) 9
Docusign Envelope ID: E335294B-E039-4D9D-B85F-7CB2482805A1
Exhibit "C'
Agreement No. 7446
Form Task Order
TASK ORDER NO.
Issued under CONTRACT NO. , dated .
Project Name: Project Number:
Contractor Name: Vendor Number:
Contract Number: Account Number:
Date Prepared:
Project Description. Task Order # location:
Enter contacts, description of services to be performed
Time for Completion: _ working days after Notice to Proceed is issued.
Cost Estimate: $
Contract Amcryrlt Fterrrairrirr : $.
CONSULTANTICONTRACTOR:
By: Contractor Name, Title
CITY OF EL SEGUNDO:
Approved by:
Paul Silverstein, Date
Interim Director (within $25,000)
Darrell George, Date
City Manager (if over $25,000)
Estimate attached showing costs for all alternatives,
mobilization, materials, labor, and equipment to complete task.
Date
COES - Western AV - Services Agreement (final) 10