HomeMy WebLinkAbout2022-178BSERVICES AGREEMENT
THIS SERVICES AGREEMENT ("Agreement") is made and entered into this 30th day of
September, 2022, by and between Communications International Inc, (hereinafter referred to as "Cl")
located at 4450 US HWY 1, VeroBeach, FL 32967, in support of Indian River County Emergency Services
(hereinafter referred to as "Customer"). This Agreement shall begin on October 151, 2022 ("Commencement
Date") and shall continue for a one (1) year period ("Term") through September 36` '2023 ("Expiration
Date").
This Agreement, along with its sections and attachments listed below, describes the terms and conditions for
purchase of Services by Customer as described in this Agreement or otherdocument(s) attached to and made
part of this Agreement. In the event of any inconsistencies or conflicts within this Agreement, precedence shall
be given to the documents in the order in which they are listed:
I.
H.
SECTION I SCOPE
SECTION II SERVICES
SECTION III GENERAL TERMS AND CONDITIONS
ATTACHMENT A EQUIPMENT LIST
ATTACHMENT B SERVICE DESCRIPTIONS
SCOPE
1. This Agreement contains the terms and conditions for Customer's purchase and Cl/L3Harris'
delivery of the Services. Cl/L3Harris shall provide the Services described in this Agreement,
including its attachments. In addition to the General Terms and Conditions, the Service
Descriptions included in Attachment B may contain terms and conditions specific to that particular
service.
2. The Services are defined within this Agreement and are limited to only those Services in Section
("Services") and further described in Attachment B ("Service Descriptions"). All Services
provided under this Agreement are only applicable to the Equipment identified in Attachment
A ("Equipment List"). Any Equipment not identified in the Equipment List is excluded from
the services.
SERVICES
Below sets forth the mutually agreed Services purchased by Customer.
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• Security Update Management Services (SUMS+)
• Software Managed Services (SMS)
• Premium Technical Support (PTS)
RM (Period of Performance)SUPPORT
FEES
The Agreement shall begin on the Commencement
Date and shall continue for a one-year period through
Expiration Date.
TOTAI ANNUAL SUPPORT FEESEA
Invoicing will occur annually, and payment will be due 30 days from the date of invoice.
by the laws of the State of Florida, excluding its rules pertaining to conflict of laws. Customer
consents to the personal jurisdiction of the state and federal courts within the State of Florida.
Venue for any legal proceedings shall be in any state or federal courtin the State of Florida, and the
Parties waive all objections based on venue or forum non convenience with respect to this
Agreement.
14. WAIVER OF JURY.
By entering into this Agreement, Ci and Customer hereby expressly waive any rights either Party
may have to a trial by jury of any civil litigation related to or arising out of this Agreement.
15. LIMITATION OF LIABILITY.
a. Nothing in this Agreement shall limit Cl' or its suppliers, agents, subcontractors,
representatives' liability for personal injury or death caused by its negligence.
b. CI' liability to Customer or to any Third -Party arising out of or in connection with this
Agreement or any collateral contract, whether in contract, tort (including, without
limitation, negligence) or otherwise shall be limited to the greater of i) amounts paid or
payable by Customer to L3Harris for the applicable Services during the six (6) months
preceding the event or circumstances giving rise to such liability or ii) one hundred
thousand ($100,000) US dollars. The liability of Cl shall be cumulative and not perincident.
C. Subject to the exceptions set forth in this Section, in no event shall CI, L3Harris or its
suppliers, agents, subcontractors, representatives be liable for any incidental, special,
punitive or consequential damages, lost profits or lost or damaged data, or any indirect
damages, whether arising in contract, tort (including negligence) or otherwise even if such
losses ordamages were foreseen, foreseeable, known or otherwise.
16. MERGER/ENTIRE AGREEMENT.
This Agreement is the complete agreement between the Parties concerning the subject matter of
this Agreement and replaces any prior implied, oral, or written communications between the
Parties. There are no conditions, understandings, agreements, representations or warranties
expressed or implied, that are not specified herein.
INDIAN RIVER CNTY EMERGENCY SERVICES COMMUNICATIONS INTERNATIONAL
By: Lam,
Name: Joseph H
Title: Chairman
September 20, 20
Attest: Jeffrey R. Smith, Clerk of
Circuit Court and Comptroller
Deputy Clerk
.Ot`1Mlss�o�����y.
ane: a es M Reed
Title: VP of Service
•��?ate: 08/18/22