Okaloosa County BOCC — November 18, 2014 — Harris Service Agreement

SYSTEM MAINTENANCE AGREEMENT THIS SYSTEM MAINTENANCE AGREEMENT (hereinafter “Agreement”) is entered into this Sth day of August, 2014, by and between Harris Corporation, a Delaware Corporation, through its RF Communications Division, located at 221 Jefferson Ridge Parkway, Lynchburg, Virginia 24501, USA, (“Seller”), and Okaloosa County Department of Public Safety located at 90 College Boulevard East, Niceville, FL 32578 (hereinafter “Customer’’). 1. SCOPE OF AGREEMENT During the term of this Agreement (hereinafter “Term”), Seller agrees to provide Customer with repair and maintenance services and parts, as set forth in Section 2 of this Agreement, to maintain the Customer’s equipment provided by Seller to Customer and listed in Addendum II, Equipment List, to this Agreement. 2. CONDITIONS OF SERVICE Seller shall supply all supervision, labor, service facilities, repair parts, test equipment, and supplies necessary to meet the service requirements stated in this Agreement. 2.1 2.2 2.3 Service Facilities Seller shall have a full service maintenance facility available and staffed with factory trained service technicians. The location and staffing level shall be sufficient to meet the service requirements stated in this Agreement. Right to Subcontract Seller may subcontract service work to authorized service centers that meet the minimum requirements of a service center set forth in the Seller Authorized Service Center Agreement. Should any subcontractor fail to perform or their work otherwise proves unsatisfactory, Seller will arrange for continuing maintenance of the equipment by qualified technicians for the duration of this Agreement. Fixed Equipment Maintenance Fixed equipment is defined as those site repeater stations and associated equipment, multi-site coordinator, console electronics equipment, radio control stations and other fixed equipment, all as listed in Addendum IJ, Equipment List, attached hereto and incorporated herein by reference. All work on fixed equipment shall be performed at the location of the equipment whenever possible. Emergency service shall be provided twenty-four (24) hours per day, seven (7) System Maintenance Agreement Okaloosa County Department of Public Safety August 2014 2.4 2.5 2.6 2.7 System Maintenance Agreement days per week. Technical personnel must respond to the emergency service request and begin troubleshooting efforts within thirty (30) minutes of the request and be at the location of the failed equipment within two (2) hours of the request if the problem cannot be corrected remotely. This service is included in the monthly maintenance rate. No fixed equipment shall be out of service in excess of six (6) hours after notification of equipment failure when the failure results in a critical system failure and there is no spare equipment available for use. Otherwise, the restoral time will not exceed the following business day from the time of request. A critical system failure is defined as a significant reduction in the ability to communicate. Such failures include: dispatch console failure at a location with no backup console available to support the required workload. Specialized Site Access On-site response times are based on the assumption that the site is accessible by normal transportation methods and vehicles. On-site response time requirements exclude site locations that require extensive drive time due to traffic conditions or site locations where specialized vehicles (snowcat, helicopter, etc) are required. In addition, Customer is responsible to ensure that all necessary clearances, escorts, or other special requirements have been met in advance to allow technicians prompt access to any equipment requiring service that may be located in a secured or limited access area of the Customer’s facilities. Spare Parts Seller will maintain an adequate stock of spare parts. Seller will support provisioning of its equipment through to the end of June 2021. Third party equipment will be supported in accordance with the individual manufacturer’s provisioning policy. Seller will utilize commercially reasonable efforts to assure third party spare parts and equipment availability to support its maintenance obligations under this Agreement. Seller shall not be liable to Customer for third party spare part and equipment obsolescence or unavailability under this Agreement beyond commercially reasonable efforts. Working Hours Working hours are defined as 8:00 am. to 5:00 p.m. (Central Standard Time) Monday through Friday excluding holidays. Work performed outside of working hours is defined as emergency service and will be performed at demand service rates, Demand Services “Demand Services” shall mean service requests that are not included in this Maintenance Agreement as described in Section 2.8, Maintenance Page 2 of 12 Okaloosa County Department of Public Safety August 2014 2.8 2.9 System Maintenance Agreement Responsibilities, of this Agreement. The installation, removal, or reinstallation of equipment not associated with repair / maintenance efforts as defined in this Agreement shall be considered Demand Service and be performed by Seller, following reasonable notice, and at the rates listed in Addendum I to this Agreement. Service work made necessary because of abuse or neglect not under the control of Seller will be performed at the hourly rate for demand service, plus the purchase of parts. Special work, not otherwise covered, will be performed at Seller prevailing rates. Maintenance Responsibilities Seller agrees to provide the following services and perform the tasks described as part of this Agreement in accordance with the limitations and definitions of Sections 2.7 and 6.4 of this Agreement. a. Seller shall check, on a daily basis, the radio system’s alarm status and report any alarm conditions to the Customer. Investigation and troubleshooting of alarms shall begin in order of severity and impact to the overall system’s ability to maintain effective communications. Seller will inspect/test the communication equipment and make such repairs, adjustments and replacements of components as may be necessary to maintain and/or restore the system to normal operating conditions. b. Seller shall repair, maintain and service all equipment listed in Addendum I, Equipment List, attached hereto. c. Seller shall perform preventative maintenance inspections and tests as recommended by the OEM and required by applicable FCC regulations; as a minimum, these inspections and tests will be performed annually for equipment listed in Addendum II. Service Records The following service records shall be maintained and made available to the Customer upon request: Monthly emergency service activity including failure type, corrective action taken and time required to restore service. The results of preventive maintenance tests and inspections shall be provided, upon request by the Customer within thirty (30) days of completion. Service records for work performed as described in Section 2.9 shall be retained for the duration of this Agreement and any subsequent renewal periods. Page 3 of 12 Okaloosa County Department of Public Safety August 2014 2.10 211 2.12 2.13 Software Upgrades Seller will provide labor to install and test software upgrades, whether for corrective or enhancement purposes, provided that Customer subscribes to a Seller software services agreement that provides the upgraded software. Database Reprogramming Console programming and system database corrections will be provided by Seller at no cost to Customer, during the term of this Agreement, if the correction is necessary because of an error or omission on Seller’s part. Database changes made at Customer’s request will be performed at the hourly rates listed in Addendum I, System Maintenance Rates, to this Agreement. General All services provided under this Agreement are only applicable to the equipment sold and provided by Seller to Customer and listed in Addendum UH, Equipment List, to this Agreement. Prior to contract signing, Seller reserves the right to request a complete serial number listing of all equipment to be covered under this Agreement. Special Conditions Any and all special service conditions are listed in Addendum II to this Agreement, the provisions of which are incorporated herein by reference. 3. CUSTOMER FINANCIAL OBLIGATIONS 3.1 3.2 3.3 System Maintenance Agreement Customer shall pay the annual maintenance fee as set forth in Addendum I to this Agreement in advance, on or before the effective date of this Agreement as set forth in Section 5.1 hereof. Fees for demand services, as set forth in Addendum I to this Agreement, are payable within thirty (30) days of receipt of Seller’s invoice. Seller may at any time hereafter revise the rates set forth in Addendum I by giving Customer written notice thereof not later than ninety (90) day prior to the expiration of a yearly period, provided that the revised rates are mutually agreed upon in writing and said revised rates shall be effective for the next yearly period, unless either party exercises its option to terminate the Agreement. Any other payments under this Agreement are due within thirty (30) days of receipt of Seller’s invoice. Page 4 of 12 Okaloosa County Department of Public Safety August 2014 3.4 All late payments under this Agreement shall bear interest at a rate of one and one-half percent (1.5%) per month. 4, WARRANTY 41 4.2 43 System Maintenance Agreement Seller warrants that all services performed under this Agreement will be done in an efficient and workmanlike manner. Under no circumstances will Seller’s liability to Customer exceed the amounts paid by Customer under this Agreement for the applicable service that causes the Customer’s claim. IN NO EVENT SHALL SELLER BE LIABLE TO THE CUSTOMER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUES, LOSS OF USE OF THE EQUIPMENT OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES, SERVICES OR REPLACEMENT POWER, DOWNTIME COSTS OR CLAIMS OF CUSTOMER’S CLIENTS, IF ANY, FOR SUCH DAMAGES. THE WARRANTY SET FORTH IN SECTION 4.1 ABOVE IS SELLER’S SOLE WARRANTY UNDER THIS AGREEMENT AND IS IN LIEU OF ANY AND ALL OTHER WARRANTIES WHETHER WRITTEN OR ORAL, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Patents, Trademarks, Information a. Nothing in this Agreement shall be construed as; 0) A warranty or representation by Seller that any advice provided under this Agreement is or will be free from infringement of patents of third parties; or Gi) = Conferring a right to Customer to use in advertising, publicity or otherwise any trademark or trade name of Seller; or Gii) Granting to Customer by implication, estoppel, or otherwise any licenses or rights under patents of Seller. b. SELLER MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE ADEQUACY, ACCURACY OR UTILITY OF ANY INFORMATION OBTAINED BY CUSTOMER UNDER THIS AGREEMENT, Seller assumes no responsibilities whatsoever with respect to the use by Customer or any third party of any information Page 5 of 12 Okaloosa County Department of Public Safety August 2014 obtained by Customer or third party under this Agreement with respect to any use, sale or other disposition by Customer or its clients or other transferees of any products incorporating or made by use of the information obtained under this Agreement. 5. TERM AND TERMINATION 5.1 5.2 5.3 5.4 The services under this Agreement will be provided by Seller to Customer for an initial two (2) year period and thereafter on an annual basis as provided herein with rates to be modified as set forth in Section 3.2. Harris understands the Customer will have to appropriate the monies for each year; subject to funding approval. The effective date of this Agreement is the date this Agreement is duly executed. The services shall be automatically extended at the end of the initial year for an additional year and on a succeeding yearly basis thereafter unless either party notifies the other, in writing, at least sixty (60) days prior to the end of the yearly period then in effect that the services shall not be extended. In the event that Customer fails to make any overdue payments due to Seller under this Agreement within fifteen (15) days after receipt of written notice from Seller, Seller may at its option immediately thereafter terminate this Agreement. In the event of any other defauit under this Agreement, cither Customer or Seller shall give the other party written notice describing the default and a thirty (30) day period to correct the default. This Agreement may then be immediately canceled if the default is not corrected prior to the end of the thirty (30) day period. 6. LIMITATION OF LIABILITY 6.1 6.2 System Maintenance Agreement The total liability of Seller, including its subcontractors or suppliers, on any and _all claims, whether in contract, warranty, tort (including negligence or patent infringement) or otherwise, arising out of, connected with, or resulting from the performance or non-performance of any agreement resulting herefrom or from the ‘manufacture, sale, delivery, resale, repair, replacement or use of any equipment or the furnishing of any service, shall not exceed the price allocable to the equipment or service which gives rise to the claim. Except as to title any such liability shall terminate upon the expiration of the applicable warranty period specified in the article entitled “warranty”. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (UNCLUDING NEGLIGENCE OR PATENT INFRINGEMENT) OR OTHERWISE, SHALL SELLER, OR ITS Page 6 of 12 Okaloosa County Department of Public Safety August 2014 6.3 6.4 6.5 6.6 SUBCONTRACTORS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUES, LOSS OF USE OF THE EQUIPMENT OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES, SERVICES OR REPLACEMENT POWER, DOWNTIME COSTS OR CLAIMS OF BUYERS CUSTOMERS FOR SUCH DAMAGES. IF CUSTOMER TRANSFERS TITLE TO, OR LEASES THE EQUIPMENT SOLD HEREUNDER TO, OR OTHERWISE PERMITS OR SUFFERS USE BY, ANY THIRD PARTY, CUSTOMER SHALL OBTAIN FROM SUCH THIRD PARTY A PROVISION AFFORDING SELLER AND ITS SUBCONTRACTORS AND SUPPLIERS THE PROTECTION OF THE PRECEDING SENTENCE. Any action for any claim of any kind for any loss or damages arising out of, connected with or resulting from the performance, non-performance or breach of the contract, or from the manufacture, sale, delivery, installation, technical direction or installation, resale, repair, replacement, licensing or use of any hardware, software or the furnishing of any Services, shall be commenced within one (1) year after the cause of action occurred or it shall be deemed waived or barred. Seller shall not be liable for costs incurred for repair and/or replacement of equipment that fails or becomes inoperative due to negligence on the part of the user, liquid intrusion, lightning damage, user installations, user removals and/or acts of God, acts of terrorism or work performed by third parties not authorized by Seller to perform work on Seller equipment. Seller shall not be liable for costs incurred for correcting, replacing or repairing equipment damaged and/or data corruption induced and/or caused by third party personnel or other equipment / systems not provided by Seller. The provisions of this Section, LIMITATION OF LIABILITY, shall apply notwithstanding any other provisions of this Agreement and any other agreement. The provisions of this Section, LIMITATION OF LIABILITY, shall survive the expiration or termination of this Agreement. 7. GENERAL PROVISIONS 7A System Maintenance Agreement All notices under this Agreement shall be in writing and shall be deemed to have been duly given upon being delivered personally or upon receipt if mailed by certified mail, return receipt requested. Notices shall be sent to the representatives named below or any subsequent representative for which notice was provided pursuant to this section. Page 7 of 12 Okaloosa County Department of Public Safety August 2014 72 73 74 15 7.6 System Maintenance Agreement Seller: Customer: Director, Field Services Daniel R. Dunlap, ENP Harris Corporation 911 Communications Div. Chief 221 Jefferson Ridge Parkway Okaloosa County Dept. of Public Safety Lynchburg, Virginia 24501 90 College Boulevard East Niceville, FL32578 With a copy to: State of Florida Operations Mer. Curt Jones 7022 TPC Drive Suite 500 Orlando, FL 32822 This Agreement shall be interpreted and the legal relations between the parties determined in accordance with the laws of the Commonwealth of Virginia. The invalidity, in whole or in part, of any provision of this Agreement shall not affect the validity of enforceability of any other provisions thereof. Seller shall not be responsible for delays or failures in performance under this Agreement that are due to causes beyond its reasonable control including, but not limited to, acts of God, war, acts of terrorism, fires, severe weather, floods, strikes, blackouts, embargoes or work performed on Seller equipment by third parties not authorized by Seller to perform such work. In the event such delays or failures interrupt Seller’s services to Customer, Seller shall promptly notify Customer of the circumstances and the anticipated delay. Any obligation of Seller under this Agreement will be postponed until the cause underlying the force majeure has been eliminated at which time the obligation will again be in effect. Any loss of time by the force majeure will not be held against the Seller who was unable to comply with obligations under this Agreement because of the force majeure. If any term or provision of this Agreement shall be found to be illegal or unenforceable then, notwithstanding same, this Agreement shall remain in full force and effect and such term or provision shall be deemed stricken. ' The headings of each section of this Agreement are provided for convenience only. If any conflict of interpretation arises between a heading and the text of this Agreement, the text will control. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof and this Agreement supersedes and replaces all prior Agreements and understandings, either oral or written, regarding the subject hereof. Page 8 of 12 Okaloosa County Department of Public Safety August 2014 77 7.8 14 System Maintenance Agreement Okaloosa County Department of Public Safety August 2014 This Agreement cannot be amended, modified or any provisions waived orally. All amendments and modifications must be in writing and signed by both parties. All waivers must be provided in writing by the party waiving their rights under this Agreement. This Agreement may not be assigned without the prior written consent of the other party, which consent shall not be unreasonably withheld. However, Seller may: (i) assign all of its rights, obligations and liabilities under this Agreement to any subsidiary; or (ii) assign its rights to monies due or payable under this Agreement; Seller shall provide Customer with written notice of any such assignment. Seller’s assignment of monies due or payable under the Agreement will not relieve Seller of any obligations or responsibilities to Customer hereunder. Faxed or electronically scanned versions of a signed agreement shall be deemed fully binding and enforceable originals of this Agreement. Page 9 of 12 IN WITNESS WHEREOF, intending to be legally bound, Seller and Customer have executed. this Agreement as of the dates set forth below. HARRIS CORPORATION CUSTOMER RF COMMUNICATIONS DIVISION By: Se Pa Bdeg 5209, By: [4y § . Name: estes Radke hed Name: Title: Candree ts Taner Title: Date: q| ae] iY Date: System Maintenance Agreement Page 10 of 12 Okaloosa County Department of Public Safety August 2014 ADDENDUM I SYSTEM MAINTENANCE RATES A. ANNUAL FIXED EQUIPMENT MAINTENANCE RATES Initial Maintenance Rates (“Rates”) are set forth below. On the annual anniversary date of this Agreement, the Rates* may be modified and either raised or lowered in accordance with the Producers’ Price Index (“PPI”) for communications equipment PCU3663#145. Rates shall not be raised to exceed a 3% increase per year. Year 1 $ 3,724.48 Per Console $ 37,244.80 Annual Rate Year 2 $3,724.48+ Modification per PPI Per Console $ 37,244.80 + Modification per PPI Annual Rate *Per Section 3.2, Seller may evaluate the Rates on an annual basis and request changes if necessary, B. DEMAND SERVICE RATES Hourly Rate (Working Hours): $99.09 Hourly Rate (Nights & Saturday): $148.63 Hourly Rate Sunday & Holidays): $198.18 System Maintenance Agreement Page 11 of 12 Okaloosa County Department of Public Safety August 2014 ADDENDUM II EQUIPMENT LIST A. EQUIPMENT: Ten (10) Maestro C3 Dispatch Consoles (“Console(s)”) and ancillary equipment which includes the audio enclosures, foot switches, speakers, and boom microphones. System Mainicnance Agreement Page 12 of 12 Okaloosa County Department of Public Safety August 2014