HomeMy WebLinkAbout2008-277 6,Pilayboa 9 - 47 '7
LEVEL 3
SERVICE AGREEMENT
This Service Agreement ("Agreement") is made and executed by and between Replay Systems, Inc. ("Replay") and Indian
River County, a Political subdivision of the State of Florida (hereinafter referred to as "Purchaser").
WHEREAS, Purchaser has purchased the equipment identified on the attached Appendix 2 (the "Equipment"), and desires a
service contract in connection 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 conditions contained herein,
NOW, THEREFORE, in exchange for the mutual promises, covenants, and consideration described herein, the parties hereto
agree as follows :
1 . RECITALS
The foregoing recitals are true and correct, and are incorporated herein by reference.
2 TERM
The term of this ement (the "Term") shall be for a period of one ( 1 ) year commencing on 10/01/08 and terminating
on 09/30/09, and shall automatically renew on the same terms and conditions, on an annual basis, for successive one ( 1 )
year terms unless either party notifies the other in writing of its intention not to renew at least thirty (30) days prior to
the expiration of a Term.
3. SERVICE
For the services described herein Purchaser shall pay Replay a service fee (the "Service Fee") of $8.306.00 per year
(provided, however, that for each one ( 1 ) year Term after the first one ( 1 ) year Term hereof, the Service Fee shall be
subject to a cost-of-living increase of no greater than five percent (5%) 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
Equipment.
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, 8 : 00 a. m. through 5 :00 p.m. , local time, except for those holidays listed in
Appendix 1 . Replay service technicians dispatched by the Replay service headquarters shall arrive at the Purchaser ' s
place 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 Equipment.
Replacement parts for the Equipment, if needed as a result of normal wear and tear 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 be replaced due to causes other than defects or normal wear and tear, Replay 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 parts.
Replacement parts (whether component parts, assemblies, subassemblies, or otherwise) may consist, in whole or in
part, of new or refurbished items, at Replay' s option.
In the event that a required part is not locally available and the failed part 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 parts will be shipped no later than the following business
morning. Replay shall deliver and install, at no additional cost, hardware and software Field Engineering Change
Orders on the Equipment.
ss/replay. serviceag. 10. 7 . 03 1 'Y
Revised : 05/ 15/08 Replay Service Agreement
Level 3
Jlay
Under this ;A �� rcrn � rnl . IZcpIIc ,oI � cs to work toward giving your Equipment availability approaching 100%. To do
this, Replan man _ hasrd on Irchnical judgments made by Replay ' s service personnel, request to be able to monitor
machine functions % is its RciOotc Diagnostic Facility ("RDF"), but always with prior knowledge, approval ,
and
cooperation ul I ' orcha ,cr. .- AI such lime, Replay may also make changes to the resident software, but never in a way
that would kuo \ Ningl \ disrupt nornwl operations, violate security, or disturb Purchaser' s records. In addition, Replay
may, from Iinm Io 11111c . Wconuncnd a11d initiate replacement of suspect component parts at no expense to Purchaser,
but with Poi
of minlmiri0g dng ( li cr 1, plilnnncd cooperation regarding replacement work. This will always be done with every intention
, rupon .
Finally, if 1Zcpla \ drrni , it ads i ,; ihlc for a manufacturer ' s service technician to visit and
perform machine or
operational rcnmdialion on - , itc . such a trip will be initiated by Replay, but with the full knowledge and cooperation of
Purchaser . I1 , uch a \ i , it is ncrc „ italcd as a result of Equipment defect or normal wear and tear, the full expenses
for
such visit, includinti_ per diem . lig ilio cspcnses and all incidental costs relating either to the trip or the service work,
will
be the respow ihilii .\ of Itcpla � . � � idi 110 cost to the Purchaser. In all other instances, Purchaser shall bear all
costs and
expensesa „ ociatcd vv ill , the \ i , it . Purchaser shall maintain on-site environmental conditions as specified by Replay
on-site represcntati \ c , . I hc , c conditions will be within the common environmental range of all system components.
4. TITLE
Title to all doctmwiitation and ,oI6arc relating to the Equipment shall remain with Replay or its supplier,
as
applicable . I ' urcha ,cr. a , liccn ,ec - acknowledges that all such documentation and software are proprietary
and
confidential . and will hold in confidence all such information, as well as information concerning maintenance and
diagnostics . I ' urcha,rr , hill hav c the right to use such software as long as Purchase owns the Equipment to which the
software rckilcs . and a �� rccs Io hold in confidence all technical and trade secret information including,
without
limitation, ilic comcnl of anal intOrniation relating to software, including source code, object code, software updates
supplied b \ Rrpin \ in rc , pert thcrcio . all subsequent modifications of code made by Replay pursuant to maintenance
and/or diagno , tic c \ alualion - and all documentation relating to any of the foregoing. Purchaser ensures that access to
such information mll he lirniitcd to cmplmees who must have access to use the Equipment effectively. The terms,
provisions, ; md ohlil_� utions 01 ' 111i , scction t shall survive the termination of this Agreement.
5. EXCLUSIONS
Replay ' s sen icc ., to the I ' orrlia,cr hereunder do not include :
a. Electrical Kwik to Ihr Equipment;
b. Nl1linlcuancc of accr, uinc,. attachments, machines, or devices other than the Equipment and/or not furnished
b \ kcpla \
C. Rcpair of dump ;� e , rr, ulliu �� from : accident, neglect, negligence, intentional conduct, or misuse; fluctuations
of Irniperalure or huniiditfailure of electrical power; lightning; causes other than ordinary use; or
m11lnlC11A11CC or rcp ; , ir of Ihr Equipment by persons other than Replay personnel or its
authorized
rcprru� ntati � e, :
d. Painlint) making changes or modifications unrelated to a failure of the Equipment, or
perforniin ” ,en icc , connrctrd with relocation of Equipment;
e. Adding) or rcnwm int) acccsorics. attachments, or other devices;
f. Senic' eS rendered inipraclical due to alterations to the Equipment or because of electrical or
other
c01111cclion , to Ihr I : quipnuml 1101 suppliedby Replay;
g. Ani$ rr product ., a
M cct > soric, deemed disposable items (i . e., headsets, UPSs, tapes, DVDs, phone couplers,
logipatche , l
h. Ani ilciw or ,cn icc, not , prcitiadly described in section 3, above.
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ss/replay. serviceag. 10 . 7 . 0 ' Replay Service Agreement
Revised: 05/ 15/08 Level 3
6,PAay 4 4,. �rL 1,..0 CaA� prof
6. CHARGES a. �f • �S , •2 ( O / G( S'�
r v
Charges for service rovided under this Agreement are invoiced on an annual basis and are payable by Purchaser upon
receipt of invoic . All other charges hereunder are likewise payable by Purchaser on receipt of invoice. IAueiQe
suUje o
4ewer. Furthermore, Replay ' s obligations hereunder during the Term, 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 delinquent. If the continuity of coverage under this Agreement
(or between 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 part of Replay, Replay may require an on-site evaluation
of the
Equipment to determine the condition of the Equipment before continuation of this Agreement goes into effect. The
cost of parts, labor, and travel to conduct such an evaluation, and all expenses incurred in order to return the Equipment
to serviceable standards of operation as deemed necessary by Replay, will be responsibility of Purchaser.
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 a 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 may be assigned by Replay with notice to
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 term of this Agreement effective as of any anniversary 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 terminate this Agreement in writing within the thirty (30) day notice period shall
signify acceptance of the Agreement as amended.
d. This agreement may be entered into and/or modified only by Replay ' s President and an authorized
representative of Purchaser. Purchaser represents and warrants that the person executing this Agreement on
behalf of Purchaser is duly authorized to take such action on behalf of Purchaser.
e.
PURCHASER HEREUNDER FOR DAMAGES OF ANY NATURE, WHETHER I 11RACT OR
TORT, INCLUDING NEGLIGENCE, SHALL BE LIMITED TO, AND NOT EXCEED, THE
MAXIMUM TOTAL CHARGES PAID OR PAYABLE CHASER TO REPLAY FOR
SERVICES DURING ANY ONE YEAR UN IS AGREEMENT. THIS IMPLIED
WARRANTY AND LIMITATION O LITY IS IN LIEU OF ANY AND ALL OTHER
WARRANTIES, EXPR R IMPLIED, INCLUDING WARRANTIES OF
"MERCHANTA OR " FITNESS FOR A PARTICULAR PURPOSE." IN NO EVENT
SHAL AY BE LIABLE FOR ANY LOSS OF DATA, NOR FOR LOST PROFITS, NOR FOR
.
f. No action arising out of or relating this Agreement, whether in contract or tort, including negligence, maybe
be brought by either 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 State of Florida, and the
litigation of any disputes arising out of this Agreement shall occur in the appropriate state or federal court
located within the Southern District of Florida.
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ss/replay. serviceag. 10. 7 .03 Replay Service Agreement
Revised : 05/ 15/08 Level 3
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8. GRANT LICENSE
The Software Product is licensed, not sold, and is intended for use by Client as a single product. Its component parts
may not be separated for use on more than one computer.
Client may install and use the Software Product on any computer for which it has been assigned a NICE Activation
Key. The Software Product may not be rented, leased, loaned or distributed to any third party. However, the Software
License may be permanently transferred provided that the recipient agrees to the terms of this Software License &
Maintenance Agreement.
Client may make backup copies of the Software Product for all computers on which the Software Product is lawfully
installed, for client' s sole use and/or disaster recovery purposes.
Copyright notices must be maintained on the Software Product and all copies.
9. SCOPE OF SOFTWARE SERVICES
Replay agrees to provide Maintenance Services to keep the NICE ' s software for Client ' s Digital Voice Logging system
in, or restore it to, good working order. Service will be performed during hours set forth in the Contract. Services
requested or required by the Client outside these hours will be charged at NICE's then current schedule of rates and will
be in addition to the Charges contained in this agreement. Where the Client requests additional services outside the
scope of this agreement, NICE may provide those services at standard time and material rates and conditions then in
effect.
Software Maintenance Service will include :
• Free NICE software upgrades within the purchased version.
• Discounted NICE software upgrades to next version, excluding hardware.
• Telephone support 24 x 7
Software Maintenance Services do not apply where a defect is caused by :
• Improper use;
• Failure by the Client to provide a suitable physical environment;
• Alterations, amendments or attachments to the System that have not been approved in writing by Replay;
• Fire, flood, lightning, earthquake and any other events over which Replay has no control ;
• Service work not performed by Replay.
This Agreement replaces and supersedes any previous service agreement between the parties, and constitutes the
entire
Agreement between the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duty authorized representatives on the day and year
set forth below.
SELLER: PURCHASER:
REPLAY SYSTEMS, INC . Indian River County f
6555 N. POWERLINE RD., STE 105 4225 43rd Ave .
FORT L UDE A FL 33309 Vero Beach , Fl. 3296 4671 ' -
BY :
BY�
FRANCE RECHTSZAID, PRINTE NAME/TITLE : Sandra L' : . Bowden
DIRECTOR OF BUSINESS OPERATIONS
DATE : DATE : S gptembe f M , 2 0 a8 4
APPROVEb
Attest : J . K . Barton , Clerk * " ,� ' APPROVED AS TO FOI
4 AND LEGAL S F 1 U
ss/replay. serviceag. 10. 7.03
Revised : 05/ 15/08 Leplay r
By $ �a 1 K. DEBRAAL
Deputy Clerk DEPUTYCOUNTYATTORNEY
unty Administrator
ay
APPENDIX I
HOLIDAY SCHEDULE
Holiday
New Year' s Day
President ' s Day
Good Friday
Memorial Day
Independence Day
Labor Day
Veteran ' s Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve
Christmas Day
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ss/replay. serviceag. 10 . 7. 03 Replay Service Agreement
Revised : 05/ 15/08 Leve13
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APPENDIX II
Hardware, software and voice cards as listed below:
NICE Wordnet Series 2 voice recording system
Located at IRC Sheriff
ss/replay6 �
Revised : 05/ 5/08. 10. 7. 03 Replay Service Agreement
Revised : 05/ 15/08
Level 3