HomeMy WebLinkAbout2006-275 neoeiveu : 0110 / Uo 11 : 41AM ; 9542679184 - > IRC EMERGENCY SERV ; Page 2
FROM RAy SYST = MS AW N AUG i6 2006 9 : 46 / ST . 9 . 4o / Nc . 6833D19 ; 54 F
• LEVELS
SERVICE AGREEMENT
This Service Agreement ("Agrccmcat") is made and executed by and between Rcplay Systems, Inc. ("Replay") and Ind on River County a Political
subdivision of the State of Florida (hereinufler referred to Its "Purchaser").
WHEREAS, purchaser has purchased the equipment identified on the attached Appendix 2 (the "Equipment'), and desires a service contract in eonnuaon
with same. and
WHEREAS. Replay is in the business, among other things, of servicing items such as the Equipment, and
WHEREAS, Purchaser is desirous of obtaining from Replay, and Replay is desirous of providing, a service contract for the Equipment, on the terms and
condiliuns contained herein,
NO W. THEREFORE, in exchange for the mutual promises, covenants, and consideration described herein, the parties hereto agree as follows :
I . RECITALS
The foregoing recitals we true and correct and are incorporated herein by reference.
2 TERM
The term of this Agreement (the "Term") shall be for a periaxi of one ( 1 ) year commencing on 10101106 and terminating on 09/7(/07, and shall
automatically renew on the same terms and conditions, on an annual basis, for succcasivc one ( 1 ) year terms unless either parry notifies the other
in writing of its intention not to renew at Iced thirty (30) days prior to the expiration of a Tcrrn.
3. SERVICE
For the services described herein Purchaser shall pay Replay a service fee (the "Scrvicc Fee') of S7 7 75 per year (provided, however, thatfor
each one ( 1 ) year Term alter the first one ( 1 ) year Term hacof, the Service Fee shall be subject to a cwt-of-living increase of no greater than
five
percent (50/.) of the Service Fee for the immediately preceding one ( 1 ) year Term).
Replay agrees to provide 24 hour telephone consultation, 365 days a year, for service questions regarding the Equipmrnl.
Replay agrees to provide to Purchaser local on-site service for repair of known or suspected failures of the Equipment during the Term, Monday
through Friday, 0:00 a.m. through 5:00 p.m.. local time, except for those holidays listed in Appendix 1 . Replay service tcc4niciatts dispatched by
the Replay service headquancrs shall arrive at the purchaser' s plan of business within one ( 1 ) business day from notification by the customer of
a known or suspected failure of one or more pieces of the Fquipment
Replacement parts for the Equipment if needed as a result of normal wear and scar or a defect in the Equipment, will be furnished and installed
-- by Replay service personnel at no extra charge. The parts replaced shall become the property of Replay. If parts must he replaced due to causes
other than defects or normal wear and tear, Rcplay shall charge, and Purchaser shall pay, the price in effect at the time for such parts and all
reasonable expenses associated with Replay 's cost to replace said pans.
Replacement parts (whether component para, assemblies, subassemblies, or otherwise) may consist, in whole or in pari, of new or refurbished
items, at Replay 's option.
In the event that a required pan is not locally available and the failed pan cannot be repaired by the local Replay service technician, parts will be
shipped immediately by Replay or its supplier via 24-hour express service to arrive the next business morning (Monday through Friday),
contingent on such notice being provided prior to 4 :00 p.m. Eastern time. When notification is received after this time, the pans will be shipped
no later than the following business morning. Replay shall deliver and install, at no additional cost, hardwwc and software Field Engineering
Change Orders on the Equipment
Undcr this Agreement, Replay resolves to work toward giving your Equipment availability approaching 100% To do this, Replay may, based on
technical judgments made by Replay's service personnel, request to be able to monitor machine functions via its Remmc Diagnostic Facility
("RDF"), but always with prior knowledge, approval, and cooperation of Purchaser. Ai such time, Replay may also make changes to the resident
soRwarc, but never in a way that would knowingly disrupt normal operations, violate security, or disturb Purchaser's records. In addition. Replay
may, from time to time, recommend and initiate replacement of suspect component parts at no expense to Purchaser, but with Purchaser's
planned cooperation regarding roplaccment work. This will always be done with every intention of minimizing disruption.
Finally, if Replay deems it advisable for a manufacturer's service tcchnician to visit and perform machine or operational remediation on-site, such
a trip will be initiated by Replay, but with the full knowledge and cooperalion of Purchaser. if such n visit is necessitated as
a result of
Equipment defect or normal wear and tear, the full expenses for such visit, including per diem, living expenses and all incidental costs relating
either W the trip or the service work, will be the responsihility of Replay, with no cost to the Purchaser. In all other instances, Purchaser shall
bear all costs and expenses associated with the visit. Purchaser shall maintain on-site environmental conditions as specified by Replay on-she
representatives. These conditions will be within the common environmental range of all system components.
)
<Nf rep lay.serviccag. ] a 7.03
Recelvea : 8 / 16 / 06 11 : 42AM ; 9642679184 - > IRC EMERGENCY SERV ; Page 3
FROM REP ! HY SYSTEMS WED ) KUG 10 20600 47 / Si . 9 ' - o / Nc 6832019E54 P s
a . TITLE
Title to all documentation and software relating to the Equipment shall remain with Replay or its supplier, its applicable. Purchaser, as licensee,
acknowledges that all such documentation and software arc proprietary and confidential, and will hold in confidence all such information. as well
as information concerning maintenance and diagnostics. Purchaser shall have the right to use such software as long as Purchase Owns the
Equipment to which the software relates, and agrees to hold in confidence all twhnical and trade secret information including, without limitation.
the content of and information relating to software, including source code, object code, software updates supplied by Replay in respect thtaeto, all
subsequent modifications of code made by Replay pursuant to maintenance and/or diagnostic evaluatiun, and all documentation relating to any of
the foregoing. Purchaser ensures that attar to such information will be limited to employees who must have mwcss to use the Equipment
effectively. The fictions. provisions, and obligations of this section 4 shall survive the termination of this Agreement.
5. EXCLUSIONS
Replay' s services to the Purchaser hereunder do not include;
a Electrical work eaterttal to the Equipment;
b. Maintenance of accessories, aunt;hments, machines, or devices other than the Equipment and/or not furnished by Replay;
C. Repair of damages resulting from: accident, neglect, negligence, intentional conduct or misuse; fluctuations of temperature or
humidity; failure of electrical power; lightning; chases other than ordinary usc ; or maintenance or repair of the Equipment by persons
other than Replay personnel or its authorized representatives;
d. Painting or refinishing, making changes or modifications unrelated to a failure of the Equipment, or performing services connected with
relocation of Equipment;
is Adding or removing accessories, attachments, or other devices:
f. Services rendered impmetical due to alterations to the Equipmentor because of electrical or other connections to the Equipment not
supplied by Replay;
g. Any items or services not specifically described in section 3, above.
E. CHARGES
Charges for services provided under this Agreement are invoiced on an annual basis and are payable by Purchaser upon receipt of invoicc. All
other ehurges hereunder are likewisc payable by Purchaser pursuant to the Florida Prompt Payment Act, FS 218. 70, Furthermore, Replay' s
obligations hereunder during the Tena and during any renewal thereof, shall commence only after receipt of full payment by Purchaser of the
invoice for said Term, and Replay may suspend service hereunder during any period in which payment of any invoice is dchnqu rat. It' the
cnmmuiry of coverage under this Agreement (or brnvicen the date of termination of the original manufacturer's warranty and the date of
commencement of the initial Term of this Agreement) is interrupted or suspended due to non-receipt of payment from the Purchaser, or for any
reason other than an action or omission on the pan of Replay, Replay may require an on-sire evaluation of the Equipment to daatninc the
condition of the Equipment before continuation of this Agreement gues into effect. The con of pans. labor, and travel to conduct such an
evaluation, and all expanses incurrai in order to return the Equipment to serviceahle standards of operation as deemed necessary by Replay, will
be responsibility of Purchase.
7. GENERAL
a. Replay' s obligations hereunder are subject to delays caused by labor difficulties; fires; casualties and accidents: acts of the elements;
acts of u public enemy; transportation difficulties ; inability to obtain its equipment materials, or qualified labor sufficient to fill its
orders; government interference or regulations: and other causes beyond Replay's control.
b. Any or all of Replay 's rights or obligations under this Agreement nmy be assigned by Replay with notice to and consent of the
Purchaser, and, on such assignment, Replay shall be release of all obligations hereunder, which obligations shall be the responsibility of
the assignee thereof.
C. Replay reserves the right to modify or delete any tam of this Agreement effective as of any anniva date of the Agreement by
giving at least thirty (30) days prior written notice to Purchaser. Purchaser may then elect to accept the Agreement with such
modification(s) or deletion(s), or to terminate the Agreement. Failure by the Purchaser to temninate this Agreement in writing within
the thirty (30) day notice period shall signify accepancc of the Agreement w amended.
d. This agreement may be entered into and/or modified only by Replay' s President and an authorized representarivc of Purchaser.
Purchaser represents and warrants that the perwn executing this Agreement on behalf of Purchaser is duly authorized to take such
action on behall' of Purchaser.
2
ss/rcplay.s iccag. 10.7.03
Necelvea : n / 10 / Ub 11 : 42AM ; 9542679184 - > IRC EMERGENCY SERV ; Page 4
FROM REPLAY SYSTEMSWEC ) .4Ula l0 2006 9 ' 4VST . 9 46 / No , 683301966C P 4
' e. Notwithstanding the foregoing, except as otherwise covered by applicable insurance, Proposer's liability hereunder shall be limited to,
and shall not exceed, the maximum total charges paid or payable to Proposer for services during any one year under this agreerment, and
in no event shall proposer be liable for any loss of data nor for special, consequential• or indirect damages.
f. No action arising out of or relating this Agreement, whether in contract or ton, including negligence, maybe be brought by cithcr party
more than ( 1 ) year after the cause of action accrues: provided, however, that any action for nonpayment may be brought at any time
within the applicable statute of limitations period.
g. Any controversy arising from this Agreement shall be governed by the laws of the Statc of Florida, and the litigation of any disputes
arising out of this Agmcm=t shall "Cur m the appropriate state or federal court located within the Southern District of Florida.
This Agreement replaces and supersedes any previousService agreement between the patties, and constitutes the entire Agreement between the panics with
respect to the subject matter hereof
TN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives on the day and year set forth below,
SELLER: PURCHASER:
REPLAY SYSTEMS, INC. INDIAN RIVER COUNTY
6555 N. POWERLINE RD.. STttE 105 1840 25 ' " ST.
FORT LLyLDAL F 09 VERO BEACH, FL 32960
BY , BY.
SCO LEY , 'RESIDENT I'RI
DATE: 8 � � D DA'I'S: SSI//�I4�0
Attest: ' ry#ttY: ldlktr�/
t1�•ri
By :
Clerk � 9 •^.
'J c1
t ) i� 'p
�
County Attorney i� '• .;_� „+..' ;+"i '. • ' � r)pt Si1
y1 ' • u •
3
ss/rcplay.scrvi ccug. 10. 7,03
Heceived : 8 / 16 / 06 11 : 42AM ; 9542679184 - > IRC EMERGENCY SERV ; Page 5
FROM REPLAY SYSTEMS ( WED ) ,AUG iE 2006 9 : 47 / ST . 9 , 46 / No , 6833019554 P 5
APPENDIX I
HOLIDAY SCHEDULE
Holiday
Ncw Year's Day
Prnidcni's Day
Good Friday
Memorial Day
Independence Day
Labor Day
Veteran 's Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve
Christmas Day
4
ss/replay.serviceag- 10, 7.03
necelvea : C / 16 / 06 11 : 42AM ; 9542679184 - > IRC EMERGENCY SERV ; Page 6
FROM REPLAY SYSTEMS ( WED ) AUG 1A 2000 9 : 47 / ST. 9 4o / No , 6333019154 P 6
APPENDIX 11
NICE WORDNET SERIES 3 RECORDING SYSTEM
LOCATED AT THE INDIAN RIVER COUNTY SHERIFF'S OFFICE
Ezcludittg all hcadscts, tapcs, DVDs, phonc couplcrs or logger patches
5
ss/rcplay.scrviccng. 10. 7.07
ADDENDUM TO AGREEMENT BETWEEN REPLAY SYSTEMS, INC.
("REPLAY SYSTEMS"), AND INDIAN RIVER COUNTY, A POLITICAL
SUBDIVISION OF THE STATE OF FLORIDA ("PURCHASER"), DATED
AUGUST 4, 2006
.1 . Insurance
Replay Systems shall, at least ten ( 10) days prior to the commencement of
operations under this agreement, provide to the Purchaser a certificate of
commercial general liability insurance with a reputable insurance company
authorized to issue insurance policies in the State of Florida, subject to approval
by the Purchaser' s risk manager, in an amount not less than $ 1 ,000,000 combined
single limit for bodily injury and property damage, including coverage for
premises/operations, products/completed operations, contractual liability, and
independent contractors, in accordance with Indian River County' s
Administrative Policy Manual . Replay Systems shall , at least ten ( 10) days prior
to the commencement of operations under this agreement, provide to the
Purchaser a certificate of business auto liability insurance with a reputable
insurance company authorized to issue insurance policies in the State of Florida,
subject to approval by the Purchaser' s risk manager, in an amount not less than
$ 1 , 000,000 per occurrence combined single limit for bodily injury and property
damage, including coverage for owned autos and other vehicles, hired autos and
other vehicles, non-owned autos and other vehicles, in accordance with Indian
River County ' s Administrative Policy Manual . The commercial general liability
and auto liability insurance policies shall name Indian River County, a political
subdivision of the State of Florida, as an additional insured. In addition, Replay
Systems shall, at least ten ( 10) days prior to the commencement of operations
under this agreement, provide to the Purchaser a certificate of worker ' s
compensation insurance, including employer' s liability, with a reputable
insurance company authorized to issue insurance policies in the State of Florida,
subject to approval by Indian River County' s risk manager, with a limit of
$ 100,000 per accident, $500, 000 disease (policy limit), and $ 100, 000 disease
(each employee) in compliance with all state and federal laws, and in accordance
with Indian River County' s Administrative Policy Manual . Replay Systems shall
provide to the Purchaser at least thirty (30) days ' written notice by registered
mail, return receipt requested, addressed to Indian River County ' s risk manager,
prior to cancellation or modification of any required insurance .
2 . Indemnification
Replay Systems hereby agrees to defend, indemnify, save and hold harmless
Purchaser, its officers, employees, and agents from and against any and all claims,
causes of action, damages, losses, and expenses, including attorney fees, incurred
as a result of any negligent act or omission by Replay Systems or its employees or
assignees in connection with this Agreement.
3 . Law and Venue
This agreement shall be governed by the laws of the State of Florida. Venue
for any lawsuit by either party against the other party or otherwise arising out of
this agreement shall be in Indian River County, Florida, and in the event of
federal jurisdiction, in the United States District Court for the Southern District of
Florida.
Attest : INDIAN RIVER COUNTY, FLORIDA
by its Board of County Commissioners
By
Deputy Clerk By it
Y ; oseph A . Baird
County Administrator
Approved as to form and legal
sufficiency : By Authority of Ordinance No , 2005 - 025
Replay Systems
�t . County Attorney
Approved : By
S o Hu e ent
County Administrator