SERVICE AGREEMENT FOR EQUIPMENT FOR PUBLIC COMMUNICATIONA AND MARKETING
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1515 So. Manchester Avenue
Anaheim, CA 92802-2908
Phone: 714-780-7575
800-243-2001
Fax: 714-780-7583
SERVICE AGREEMENT FORM
As an authorized representative of the company, as shown below, I have read the Service
Agreement below and accept the terms set forth in that agreement fully. My signature below
indicates my acceptance of this agreement and I would request coverage to begin on the effective
date, which is indicated below.
I Platinum
II Gold
III Silver
YES [8J NO D
YES DNO D
YES DNO D
Annual Cost: $11.000
Annual Cost:
Annual Cost:
Total Annual Cost =
$11.000
Select Billing Option
Quarterly Payment Method - D
Single Annual Payment Method - D
CUSTOMER
ODETICS
Company: City of Clearwater
By: Rick Kempiak
Contact: Shawn Stafford
Title: Service Manager
Address: 100 S. Myrtle Ave.
By:
City: Clearwater
Title:
State: Fl.
Date: 02/05/01
Zip: 33756
Country: USA
Telephone Number: 727-562-4646
BCST Service Agreement Rev. A
01-02-2001 Main Controller / Robotics Only
Cust. Initial
Odetics Initial
By:
Title:
Date:
Effective Date: 02/05/01 Agreement #: 020501-SNA-001
(Date that service is to begin)
This agreement starts as of the effective date indicated above contingent upon
Odetics Corporations acceptance by signature above.
PERIOD OF PREVENTATIVE MAINTENANCE SERVICE
The primary Preventative Maintenance period hereunder is between the hours of 8:00 am and 5:00 pm Monday thru Friday
excluding holidays. Payment of the maintenance charge set forth on the front of this Agreement (the "Maintenance Charge")
entitles Customer to on-site Preventative Maintenance service ("Service") to be performed on the Equipment listed on the front of
this Agreement. If the customer requests Service to be performed outside the primary maintenance period, such Service will be
subject to Odetics, Inc. standard repair rate terms then in effect, and shall be performed on a manpower availability basis only.
PROVISION OF SERVICE
Ode tics, Inc. is legally and financially responsible to provide Service to Customer.
CUSTOMER'S RESPONSIBILITY
Customer shall provide Odetics, Inc. full and free access to the Equipment to allow Service thereof, and, at no charge, shall allow
Odetics, Inc. to use Customers data communications facilities and equipment as required to facilitate the provision of Service,
subject to Customer's industrial security rules.
INSPECTION AND REPAIR
For post warranty equipment only, the equipment will be accepted as on contract without inspection from the term date agreed to
by Odetics, Inc. and Customer. Customer will be responsible for the cost of any parts needed to repair the equipment within the
first 30 days of this agreement.
OBTAINING SERVICE
If Customer requires Service, Customer shall (i) contact Odetics, Inc. in writing or by telephone at the address or telephone
number set forth on the front of this Agreement, (ii) address any correspondence to, or request to speak with, the Odetics, Inc.
Field Service Representative and include or reference the Equipment's name and model number, serial number, contract number
("Contract Number") and location of the equipment, (iii) obtain a customer call reference number and dispatch information, (iv)
indicate whether Customer will forward the equipment to Odetics, Inc. or if Odetics, Inc. will have a Field Service Representative
work on the Equipment on-site. On-site service will not be provided for Equipment located in Customer's home or in a location
where access to Equipment is unsafe. All cost of returning equipment to Odetics, Inc. for service, including, but not limited to,
packing, handling, shipping and insurance shall be borne by the Customer. All costs of returning the Equipment to the Customer
after it has been serviced by Odetics, Inc., shall be FOB Anaheim, CA if the location is outside the United States and will be
billed to the Customer within the continental US.
TRANSFERABILITY
This Agreement can be transferred by Customer to another person or entity provided that (i) the Equipment transferred and the
serial number on such Equipment remains the same as that listed in the front of this Agreement, (ii) if the Equipment is
transferred to a new location, the operating environment of the new location is within the limits set forth in the specifications of
such Equipment, (iii) the Equipment remains in the same geographical area and (iv) the Customer gives Odetics, Inc. 60 days
BCST Service Agreement Rev. A
01-02-2001 Main Controller / Robotics Only
Cust. Initial
Odetics Initial
written notice prior to transferring such Equipment. Odetics, Inc. has the right to inspect any Equipment so relocated, at the sole
cost of the customer or transferee of such Equipment. Any Service required as a result of relocation of the Equipment shall not be
covered under this Agreement and shall be subject to Ode tics, Inc. standard repair rates and terms then in effect.
RIGHT TO CANCEL
If Customer returns any Equipment to Odetics, Inc. (if permitted by Ode tics, Inc.) or Customer submits reasonable proof that the
Equipment is lost, stolen or destroyed, Odetics, Inc. will refund the Maintenance Charges paid to Odetics, Inc. for such
Equipment, on pro-rated basis, based on the elapsed portion of the term of this Agreement. If all of the Equipment is returned,
lost, stolen or destroyed, in addition to the foregoing refund, this Agreement will be cancelled. If Customer cancels this in writing
to Odetics, Inc. within 60 days of the receipt of this Agreement by Odetics, Inc. and has made no claims under this agreement,
Odetics, Inc. will refund the Maintenance Charge paid by the Customer to o de tics, Inc. under this agreement. If Customer
cancels this in writing to Odetics, Inc. within 60 days of the receipt of this Agreement by Odetics, Inc. and has made a claim
under this agreement, Odetics, Inc. will on a pro-rated basis based on the elapsed portion of the term of the Agreement, refund
the Maintenance Charge paid by the Customer to Odetics, Inc. under this agreement. If the Customer cancels this agreement for
any reason, Customer shall pay Odetics, Inc. the lesser of (i) 15 percent of the Maintenance Charge or (ii) twenty five hundred
dollars (US).
SERVICE NOT INCLUDED
Service provided hereunder does not include:
1.) Service required as a result of any unauthorized attempt by Customer to repair or maintain the Equipment.
2.) Service required due to the fault or negligence of Customer.
3.) Service required as a result of (i) the use of defective consumables, such as bad tapes etc, (ii) the use on non-Odetics
approved consumables, (iii) wrong equipment settings, (iv) cable problems, (v) power cords, (vi) equipment not
compatible with specifications of Odetics, Inc. equipment.
4.) Service required due to damage caused by: (i) paper clips, (ii) foreign objects, (iii) neglect or misuse of the Equipment by
Customer, (iv) moisture or spillage.
5.) Service required because of damage which results from failure of electrical power, air conditioning or humidity control,
or static electricity problems.
6.) Electrical work external to the Equipment.
7.) Making specification changes or performing services connected with the relocation of Equipment or adding or removing
accessories attachments of other Equipment or devices.
8.) Service that is impractical for the Odetics, Inc. service representative to perform because of alterations made to the
Equipment or by the Equipment's mechanical or electrical connection to other equipment or devices.
9.) Systems Engineering services and programming and operation procedures or non-Odetics, Inc. supplied software.
10.) Any preventive maintenance calls. Unless included in the Agreement, these calls shall be billed at Odetics, Inc. current
standard rate then in effect.
11.) Customer shall be responsible for the payment of Odetics, Inc. service time, travel and other costs and expenses in cases
where the Odetics, Inc. service representative determines the Equipment is not in need of Service.
12.) Any Emergency on - site service calls. These calls shall be billed at the then current Odetics, Inc. published rates.
MODIFICATIONS
The primary method of Service hereunder shall be the exchange and repair of the Equipment's defective parts. Such
exchange and repair will be performed only upon standard configuration parts. Equipment modified by the Customer shall
be serviced hereunder only upon the following basis:
1.) Modified parts to be repaired must be restored by Customer to original configuration prior to repair or exchange.
Following such repair or exchange any necessary re-modification of the Equipment shall be the sole responsibility of the
Customer at Customer's sole cost, or
2.) Customer shall furnish Odetics, Inc. with such documentation as will enable Odetics, Inc. to perform the needed repair
or exchange and Customer shall pay Odetics, Inc. such charges for the time and materials that Odetics, Inc. requires to
perform such repair or exchange.
INVOICES
The Maintenance Charge will be payable by Customer on the commencement date of this Agreement. All other charges shall be
invoiced by Odetics, Inc. and are payable upon Customers receipt of such invoice. If Customer fails to pay any amount when due,
Odetics, Inc. can charge interest at the lower of 18% per annum or the maximum allowed by law. This agreement does not
include supply items such as labels, tapes etc.
BCST Service Agreement Rev. A
01-02-200l Main Controller / Robotics Only
Cust. Initial
Odetics Initial
WARRANTY ON REPAIRS
Equipment subassembly parts which are repaired or exchanged pursuant to this Agreement are warranted against defects in
material and workmanship for a period of 30 days following delivery at Customer's Equipment site.
LIMITATION OF LIABILITY
Odetics, Inc. SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTIAL OR
CONSEQUENTIAL DAMAGES, ARISING DIRECTLY OR INDIRECTLY OUT OF OR RELATED IN ANY WAY TO THIS
AGREEMENT. THE SERVICE PROVIDED HEREUNDER OR THE QUALITY OF PERFORMANCE OR USAGE OF THE
EQUIPMENT OR ANY OTHER ITEM SUPPLIED BY Odetics, Inc., REGARDLESS OF THE CAUSE OF THE ACTION
(INCLUDING WITHOUT LIMITATION, NEGLIGANCE) UPON WHICH ANY CLAIM IS BASED, EVEN IF Odetics, Inc. HAS
BEEN ADVISED OF THE POSSIBILITY THEREOF. CUSTOMER'S EXCLUSIVE REMEDY AND Odetics, Inc. ENTIRE
LIABILITY UNDER THIS AGREEMENT AND WITH RESPECT TO THE PROVISION OF SERVICE IS TO REFUND TO
CUSTOMER THE MAINTENANCE CHARGE RECEIVED. NO CLAIM DEMAND OR CAUSE OF ACTION, WHETHER IN
ARBITRATION, AT LAW OR IN EQUITY, SHALL BE BROUGHT BY EITHER PARTY AGAINST THE OTHER MORE THAN 2
YEARS AFTER THE BASIS FOR SUCH CLAIM, DEMAND OR CAUSE OF ACTION HAS ARISEN.
FORCE MAJEURE
Odetics, Inc. shall not be liable to keep Equipment in good working order when such failure is due to causes beyond reasonable
control including, but not limited to, acts of God, acts of civil or military authority, strikes, floods, epidemics, war, riots, delays in
transportation, accidents or the inability to obtain labor or materials.
TAXES
The Maintenance Charge to be paid by Customer to Odetics, Inc. under this Agreement does not include any federal, state, or
local taxes, however designated, which may be levied upon the Service or upon any billable parts and components which may be
provided by Odetics, Inc. hereunder. With respect to such taxes, Customer agrees either to furnish Odetics, Inc. with an
appropriate exemption certificate applicable thereto, or to pay to Odetics, Inc., upon timely presentation of invoices thereof, such
amount as Odetics, Inc. may by law be required to collect.
GENERAL
1.) Odetics, Inc. reserves the right to adjust the specified unit annual Maintenance Charge for any Equipment if the
specifications, attachments or features of any item of such Equipment are changed after the commencement date of this
Agreement.
2.) Customer represents that the Customer is the owner of the Equipment or has obtained the authority of the Equipment's
owner to enter into this agreement.
3.) Any notice or other communication given hereunder shall be in writing and mailed to the appropriate party at the
address shown on this agreement or to such other address as such party shall designate by written notice so addressed.
Any such notice, if mailed properly, addressed and postage prepaid shall be deemed given 4 days after it is deposited in
the U. S. Mail.
4.) This Agreement shall be governed by and construed in accordance with the laws of the State of California.
5.) This agreement shall be binding upon and insure to the benefit of the parties and their respective successors and
permitted assigns.
6.) Customer shall assume all responsibility for compliance with local laws, ordinances, rules or regulations relating to the
operation and the use of Equipment.
7.) Odetics, Inc. shall have the right to assign any of its rights and delegate any of its duties under this Agreement.
8.) This Agreement contains all the terms and conditions between Customer and Odetics, Inc. concerning the maintenance
of the Equipment and shall not be amended, modified, supplemented or varied by, or interpreted in light of, any prior,
contemporaneous or subsequent agreement, written or oral, or any course of dealing, trade usage or, if applicable, any
terms or conditions of Customer's purchase order. No amendments, modifications or supplement to this Agreement, or
waiver hereunder, shall be binding unless it is in writing and signed by both Odetics, Inc. and Customer.
9.) If any provision of this Agreement is deemed to be invalid or unenforceable, the remainder of this Agreement shall,
nevertheless, remain in full force and effect.
BCST Service Agreement Rev. A
01-02-200l Main Controller / Robotics Only
Cust. Initial
Odetics Initial
,). ..
This section must be filled out and returned with the service agreement, failure to fill out this section will result in delays in
implementing system services.
Customer City of Clearwater
Location Clearwater Fl.
Contract # 020501-SNA-001
Inventory of equipment covered.
Library Devices:
Description: TCS45 cabinet
Serial Number: SIN5297801
Description: Robotics Controller
Serial Number: SIN00099801
Description: Sequence Controller
Serial Number: S/N5269801
Description: Cassette Handler
Serial Number: S/N96319801
Servers:
Description: None
Model#
Serial Number:
Description:
Model#
Serial Number:
Description:
Model#
Serial Number:
Description:
Model#
Serial Number:
Client PC's:
Description: Customer Supplied - Not Supported
Serial Number:
Description:
Serial Number:
Description:
Serial Number:
Description:
Serial Number:
Software:
Description: Not Supported
Release Number: 580G
Date:
Additional Devices:
Description: None
Serial Number:
Description:
Serial Number:
Description:
Serial Number:
Description:
Serial Number:
BCST Service Agreement Rev. A
01-02-200l Main Controller / Robotics Only
Cust. Initial
Odetics Initial
, ' .
Program Overview
Platinum Covered 100% 24x 7 1 per year 1 per year the
included after hours same time as
limited to the PM
on-aIr
emergencies
Gold 20 % discount 24x7 1 per year 1 per year the
from list after hours same time as
limited to the PM
on-aIr
emergencies
Silver List price for 24x 7 1 per year 1 per year the
parts plus $250 after hours plus travel and same time as
shipping charge limited to per diem the PM
for after hours on-aIr
emergencIes
Time &
Material
List price
plus $500
shipping charge
for after hours
shipping.
Minimum parts
order $500 per
order.
Regular hours
$180 per hour
for first hour
and then $90
per each 30
minutes or
fraction thereof.
After hours
$360 per hour
for the first
hour and then
$180 per each
30 minutes or
fraction thereof.
$3,000 per day
plus travel and
per diem
$3,000 per day
plus travel and
per diem
BCST Service Agreement Rev. A
01-02-2001 Main Controller 1 Robotics Only
Cust. Initial
Odetics Initial
"... .
Signature Page for Odetics Broadcast Service Agreement #020501-SNA-001 with an effective
date of 02/05/01.
Approved as to form:
e C. Hayman
sistant City Attorney
CITY OF CLEARWATER, FLORIDA
BdJ~~ 4-I-~
William B. Horne, II
Interim City Manager
Attest:
~. ~C. ~. J)~.
Cynt I E. Goudeau
City rk
.. ..
Broadcast. Gyyr · Communications.. Telecom . Mariner Networks . ITS
P.O. Box 9811, Anaheim, California 92802-2907 ({) 714-774-5000 FAX 714-780-7857
o.HS-R607
ORDERHANAGEtlENT SYSTEM
INVo.ICE
PAGE 1
(005,***> RUN DATE: 02/12/01
INIJO ICE ID: 1500000775 CUST Po. NDR :VERBAL-SHAWH S. o.RG TAX ID :95-2588496
CUSTOMER ID: CIT00111BC INVOICE DATE: 02109/01
INlJOICEAMOUNT:
CUSTo.MER TAX ID:
14,883.50
SHIP ATTN:SHAWHSTAFFORD
TO.: CITY OF CLEARWATER
PUBLIC Co.HMS & MARKETING
100 SOUTH MYRTlE AVENUE
Clf:ARWATER, FL 34616
BILL CITY UFClEARWATER
TO. : FINANCE DEP/lRlMENT
P.O. BOX 4148
CLEARWATER, FL 33758~47~
REMIT ODETICS INC.
TO.: P.o.. BOX 9811
AHAHEIH,CA 92802-2907
RECEIVED
FE B1 62001
Finance Department
SHIP DATE:
SHlptIENT ID: S030690000
frIll OF lADING:
CARR 10 tWtE:
FOB TERMS: 02 fOB SHIPf'ING PT PVHT TERMS; 01
FRT TEDS: Bl BIll SAlES REP: RAY
NET 30
------------------------------------------------------------------------------------------------------------------------------------
. . .
0.000
0.00
633.50
TOTALS:
0.00
14,883.50
OR!GiNAL INVOICE