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

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