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

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