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Home My WebLink About2023-214DTHIRD RENEWAL OF THE MASTER SERVICE AGREEMENT WITH COMMUNICATIONS INTERNATIONAL, INC., FOR INFRASTRUCTURE MAINTENANCE OF THE 800 MHZ COMMUNICATIONS SYSTEM This Third Renewal of the Master Service Agreement for Infrastructure Maintenance of the 800 MHz Communications System (Contract) is entered into this 1St day of October, 2023 by and between Indian River County, a political subdivision of the State of Florida (County) whose address is 1801 27th Street, Vero Beach, FL 32960 and Communications International, Inc., a Florida corporation, (CII) whose address is 4450 US Highway 1, Vero Beach, FL 32967 and agree as follows: WHEREAS, Communications International Inc., has provided the daily maintenance for the Emergency Services radio system ince the completion of the 800 MHz radio system project in 1996; and WHEREAS, on March 1, 2011, the Board designated CII as the County's Sole Source Provider for the 800 MHz Communications System Service as they are the only regional vendor qualified to perform the maintenance and repairs on the system; and WHEREAS, on January 5, 2021, the Board approved a one (1) year Contract with CII, which provided for (4) four renewals of the Contract in one (1) year increments for a total of five (5) years upon mutual consent of the parties. WHEREAS, the terms and conditions of the Contract will remain the same as the previous one with increases/decreases in annual maintenance costs due to the south Urban Consumer Price Index (CPI) adjustment. The CPI adjustment alone is 6.4% WHEREAS, the parties are mutually satisfied with the terms of the Contract. NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties agree as follows: 1. The above recitals are true and correct and are adopted by reference herein. 2. The Contract is hereby renewed and extended effective October 1, 2023 until September 30, 2024. 3. The South Urban Region CPI used to annually adjust the cost of the maintenance and service agreement for FY 2023/2024 6.4%. 1 4. The increase due to the CPI adjustment and the increase due to additional equipment and loss of warranty is $1,917.41 per month. 5. In consideration of the above increases, the FY 2023/2024 maintenance Contract for the communication system backbone infrastructure maintenance totals $382,554.24 and is to be paid through monthly invoices. 6. The remaining terms and conditions of the Contract shall remain unchanged. IN WITNESS WHEREOF, the parties have executed this Renewal of Contract as of the day and year first written above. ATTEST: Ryan L. Butler Clerk of Court and Comptroller • , • 'Now". s. A'W W - -WN Approved as to form and legal sufficiency (I /", "-, ioe William K. DeBraal Deputy County Attorney COMMUNICATIONS INTERNATIONAL, INC. By: _ Printed Name: Title: 2 BOARD OF COUNTY COMMISSIONBS�., INDIAN RIVER COUNTY By: : o Joseph H. rman, firman BCC Approved: September 26, 2023 Approved: ohn A. Titkanich, Jr. County Administrator Witness Witness SERVICES AGREEMENT THIS SERVICES AGREEMENT ("Agreement") is made and entered into this 30th day of September, 2023, by and between Communications International Inc, (hereinafter referred to as "Cl") located at 4450 US HWY 1, Vero Beach, FL 32967, in support of Indian River County Emergency Services (hereinafter referred to as "Customer"). This Agreement shall begin on October 1 1, 2023 ("Commencement Date") and shall continue for a one (1) year period ("Term") through September 301, 2024 ("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 other document(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: 11 SECTION 1 SECTION 11 SECTION I I I ATTACHMENT A ATTACHMENT B SCOPE SCOPE SERVICES GENERAL TERMS AND CONDITIONS EQUIPMENT LIST SERVICE DESCRIPTIONS 1. This Agreement contains the terms and conditions for Customer's purchase and CIL3Harris' 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. SERVICES Software Services MASS-BSN6J0 includes services below. • Security Update Management Services (SUMS+) • Software Managed Services (SMS) • Premium Technical Support (PTS) TERM (Period of Performance) Annual Support Fees The Agreement shall begin on the commencement. Date and shall continue for one-year period through Expiration Date. TOTAL ANNUAL SUPPORT FEES (YEAR) $131,513.33 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 court in 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, Cl' 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. Cl 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 per incident. c. Subject to the exceptions set forth in this Section, in no event shall Cl, 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 othenvise even if such losses or damages 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. ..•j;� YC O�h1 Mks ^^ EA Y JSI'F�,OMMUNICATIONS NTERNATIONAL By: Name: me: ✓£R COOt1�� Title: G kGz � r—rn"c ...... Title: C"-,0. Date: November 6, 2023 Attest Ryan L. Butler, Clerk of Circuit Court and Comptroller Date: 161) 7 /a APPROVED AS TO FORM ANDL S I � r BY ILLIAM K. DEBRAAL COUNTY ATTORNEY 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 court in 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, Cl' 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 CI' 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 CI shall be cumulative and not per incident. c. Subject to the exceptions set forth in this Section, in no event shall Cl, 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 othenvise even if such losses or damages 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. NDIANRIVER CNTY .TIONS NTERNATIONAL By: Name: Title: CIC V") �RCOUWS� Title: Date: November 6 , 2023 Attest Ryan L. Butler, Clerk of Circuit Court and Comptroller &J, / Date: / 3 APPROVED AS TO FORM AND LE S ICI Y BY WILLIAM K. E RAAL COUNTY ATTORNEY