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CCOMMUNICATIONS
I INTERNATIONAL
An Employee Owned Company
PUBLIC SAFETY COMMUNICATIONS SYSTEM
MAINTENANCE AGREEMENT
The following table defines terms used in this agreement and describes the Service Option Elections which
specifically designate the services that will be included in this Agreement, as hereinafter defined.
Service Oution Elections
Customer
Indian River County Emergency Services
Customer Address
1840 25' Street, Vero Beach, FL 32960 Attn: Radio Systems Manager
Covered System
P25 Radio Communications System
Effective Date
October 1, 2025
Preventative Maintenance
Service Level Group
El Bronze ®Silver ❑Gold
Demand Service Level
Requiring No Pre-
Approval
Work order with a value of $10,000 or less
Include P25 System Repair
® Yes ❑ No
Include Software Services
® Yes ❑ No
Include Terminal Repair
❑ Yes ® No
Include NOC Services
❑ Yes ® No
Include Tower Inspection
❑ Yes ... for the towers listed below. ® No
Tower 1
Tower 2
PUBLIC SAFETY COMMUNICATIONS SYSTEM
MAINTENANCE AGREEMENT
This Public Safety Communications System Maintenance Agreement ("Agreement') is entered
into as of Effective Date by and between Communications International, Inc., located at 2150 151 Ave,
Vero Beach, Florida 32960 ("Ci"), and the Customer set forth on Page 1 of this Agreement. Ci and
Customer may also be referred to herein, individually, as a "Party", and, collectively, as the "Parties".
WHEREAS Ci provides maintenance services for two-way radio communications systems and
other electronic equipment; and
WHEREAS the Customer desires to contract the repair and maintenance of certain two-way radio
equipment and other electronic equipment as described herein; and
WHEREAS the Parties desire to establish terms, conditions, and pricing under which the
equipment will be maintained; and
WHEREAS the Parties hereby desire to enter into this Agreement to set forth, in writing, their
respective rights, duties and obligations hereunder.
NOW, THEREFORE, for and in consideration of the mutual promises herein contained and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and
confessed, the Parties agree as follows:
DEFINITIONS
1.1. "Covered Equipment" is defined as the list of equipment in Attached B.
1.2. "Demand Services" shall mean services requested by Customer which are not included in
the fixed fee arrangement in this Agreement and where the work order for the Demand Service has a price
for labor, materials, and expenses of less than the Demand Service Level Requiring No Pre -approval, as
defined in the Service Option Elections. Labor rates for Demand Services shall follow the rates defined in
Attachment D.
1.3. "Effective Date" shall mean the date set forth on Page 1 of this Agreement.
1.4. `Emergency Services" shall mean services that are available by Ci twenty-four (24) hours
per day, seven (7) Days per week, including Federal and State Holidays to address Service Level 1 and
Service Level 2 issues.
1.5. "Fixed Equipment" is defined as the site repeater stations and associated equipment, multi -
site coordinator, console electronic equipment and radio control stations and as otherwise specified
described as Fixed Equipment in this Agreement.
1.6. "Normal Working Hours" shall mean 8:00 am until 5:00 pm, in the time zone of the
Customer's primary office, Monday through Friday, excluding Federal and State Holidays (`Business
Days"), unless otherwise defined.
1.7. "Services" shall mean those services to be provided by Ci to the Customer pursuant to this
Agreement, including but not limited to maintenance, repair, replacement, labor, and testing.
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1.8. "Software" means those product(s) or portions thereof consisting of computer software
programs, software utilities, and source code or object code.
1.9. "System" shall mean the Covered Equipment, Fixed Equipment and Software.
1.10. "Terminal Equipment" is defined as all vehicular mounted radios, personal portable radios,
vehicular repeaters, and portable radio chargers and as otherwise specifically described as Terminal
Equipment in this Agreement.
2. Scope of Agreement. Ci agrees to maintain the ability to provide the services set forth in
Attachment A, attached hereto and incorporated herein, and to provide the Services described herein,
including Demand Services. The Customer agrees to purchase Demand Services from Ci, as needed, in
accordance with Attachment D attached hereto and incorporated herein.
3. Term of Agreement. The initial term of this Agreement shall be for a period of one year (the "Initial
Term") with four (4) optional one-year renewal periods (each a "Renewal Term"). Either party may prevent
automatic renewal by providing written notice to the other party at least ninety (90) days prior to the
expiration of the Initial Term or any Renewal Term. Additionally, if Ci proposes new terms, conditions, or
pricing ("New Terms'), the Agreement will not automatically renew unless Customer accepts such New
Terms in writing.
4. Prices And Terms of Payment.
4.1. The fees for the services selected in Service Option Elections are as set forth in Attachment
C, attached hereto and incorporated herein, and are due net 30 days from the Effective Date of this
Agreement and upon each Renewal Term.
4.2. The fees for Demand Services and Professional Services or any additional services request
by Customer pursuant to Section 5 hereof, are due net 30 days from the date of an invoice for the
corresponding services. Invoices shall be submitted to the Customer monthly in accordance with and subject
to the Florida Prompt Payment Act.
4.3. The pricing under this Contract may be adjusted each year based on the US Consumer Price
Index ("CPP') found at the US Bureau of Labor Statistics web site, under the "South Urban" region of the
United States map. The number used for adjustment will be the index number for "FEB" under the current
year. This percent number is a twelve-month percent change for the "South Urban" over the last twelve
months as reflected in February. CPI will be added or subtracted from maintenance billing each year upon
renewal.
5. Additional Services.
5.1. In addition to the Services specified in this Agreement, the Customer may provide a
purchase order to Ci for additional services or equipment not covered by this Agreement ("Special
Requirements Order"). Within ten (10) business days of receipt of a complete and detailed Special
Requirements Order, Ci will furnish the Customer with a written proposal to fill such Special Requirements
Order, including price and delivery time. The Customer may accept or reject any such proposal with ten
(10) Business Days of receipt. Any proposal not specifically accepted will be deemed rejected on the
eleventh (11th) Business Day after receipt.
5.2. Purchase orders issued in compliance with this Agreement shall be deemed accepted when
Ci issues a confirming sales order associated with the purchase.
5.3. Unless otherwise specifically agreed between Ci and the Customer, in writing, the terms
and conditions of this Agreement shall take precedence over any accepted purchase order issued after the
Effective Date of this Agreement.
5.4. Any delays in Ci's ability to delivery services under this Agreement that are the direct
result of delays in customer -supplied materials will be billed on a cost per -hour basis.
5.5. Customer acknowledges that certain software components of the System are developed,
owned, and licensed by third -party providers, including L311arris. The L3Harris Software Services Terms
and Conditions attached as Attachment F (1,311arris Terms for Reference') shall govern all aspects of
software updates, security update management services, and related support for the 1,31-larris software
components of the System. Customer agrees to comply with all terms and conditions set forth in the
1,311arris Terms. The fees for L3Harris Software Services described in Attachment F are included in the
Maintenance Fees set forth in Attachment C of this Agreement. Customer acknowledges that 1,31-larris
Software Services fees are subject to annual increases as specified in the L3Harris Terms. Ci will provide
Customer with at least ninety (90) days' written notice of any such fee increases prior to renewal. If
Customer fails to pay any fees when due, Ci reserves the right to suspend or terminate 1,314arris Software
Services in accordance with the L3Harris Terms.
6. Preventive Maintenance. Ci will perform the Preventative Maintenance Services as determined by
the Service Options Elections and set forth in Attachment A. Any deficiencies that are the result of misuse
or abuse, or the result of a Force Majeure event, shall be identified and documented by Ci, and Ci shall
provide a quotation for Demand Services to resolve any such deficiencies. Ci shall maintain records of the
Preventative Maintenance tasks, and such records shall be available to the Customer upon request during
the Initial Term and any Renewal Term.
7. Description of Maintenance Services. Ci will perform if following Services, if elected in Service
Option Elections, for P25 Repair Services, Software Services, Terminal Services, NOC Services, and
Tower Inspection Services. The services selected in Service Option Elections are provided by Ci in
exchange for the Customer's payment of the Annual Fees listed in Attachment C.
7.1. Ci shall supply staffing, supervision, labor, test equipment, and supplies necessary to meet
the service requirements for the Service Option Elections as selected above and defined herein.
7.2. P25 System Repair
7.2.1. If included in the Service Option Elections, P25 System Repair services shall be
provided Response Time described in Paragraph 10 of this Agreement. Issues shall be
resolved using customer supplied spare parts. This service is included in the annual
maintenance rate. No Fixed Equipment shall be out of service more than twenty-four (24)
hours, if parts are available, after notification of equipment failure when the failure results
in the inability of Terminal Equipment to communicate with each other or with the
Customer dispatch center.
7.2.2. Ci shall not be liable for costs incurred for repair and/or replacement of equipment
that becomes inoperative due to negligence on the part of the Customer, a third party, the
user, liquid intrusion, lightning damage, user installations, user removals, or the result of a
Force Majeure event. Any component parts replaced because of abuse on the part of the
user shall be returned to the Customer for examination.
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7.2.3. Ci shall not be liable for costs incurred for correcting and/or repairing
infrastructure and/or data corruption caused by improper operations by Customer or any
third party or failure of any equipment used in the operation of the Customer's Fixed
Equipment or Terminal Equipment that is not directly maintained by Ci.
7.3. Software Services,
7.3.1. If included in the Service Option Elections, Software Services should be provided
as defined in the Software Services Agreement attached in Attachment F, which is included
for reference and to define the services offered. Software Services provides periodic
updates for L31farris licensed software. Software updates are packaged to match the
Customer system configuration and include a mix of enhancements, new features, and the
ability to enable licensed features that may be optionally available in a given software
release. All media and revised software manuals are provided at the time of any software
update and are available in manual form or online through a technical assistance web page.
7.3.2. Software Services releases are installed as part of the maintenance service to avoid
any inconvenience to the Customer.
7.3.3. Software upgrades are performed during evenings or weekends at no additional
expense. Customer is informed in advance of any updates to be uploaded onto the system,
and this will be scheduled upon approval per Customer change control process.
7.3.4. Software Services include:
7.3.4.1. Latest version of all UHarris software
7.3.4.2. Periodic software releases for system and programming software
components
7.3.4.3. Software release notes and features summary with each release
7.3.4.4. System configuration audit with initial subscription
7.3.4.5. Configuration audit kept current with software releases as shipped.
7.3.4.6. Current release provided upon enrollment.
7.3.4.7. Software installation support
7.3.4.8. Software replacement services if media becomes corrupt or damaged.
7.3.4.9. Enhancements for existing features
7.3.4.10. New features built upon earlier generations of software capability
to enable new licensed features.
7.3.4.11. Access to UHarris' Tech -Link website
7.4. Terminal Repair.
7.4.1. If included in the Service Option Elections, Terminal Repair services shall be
provided. Issues shall be resolved using Ci supplied spare parts. This service is included in
the annual maintenance rate.
7.4.2. Ci shall not be liable for costs incurred for repair and/or replacement of equipment
that becomes inoperative due to negligence on the part of the Customer, a third party, the
user, liquid intrusion, lightning damage, user installations, user removals, or in the event
of a Force Majeure event. Any component parts replaced because of abuse on the part of
the user shall be returned to the Customer for examination.
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7.5. Network Operations Center (NOC) Remote System Monitoring.
7.5.1. If included in the Service Option Elections, Ci will provide a Network Operations
Center (NOC) Remote System Monitoring ("NOC Services") as defined in Attachment G,
which is included for reference and services definition. NOC Services are provided to
monitor the health of the Covered Equipment 24x7x365 days per year.
7.5.2. As soon as an alarm or system degradation event is detected, the NOC is
automatically notified, and remediation activities begin. The NOC technologists
acknowledge and verify the alarm/event, log it in a customer specific database and begin
diagnostic and troubleshooting procedures.
7.5.3. Based upon pre -established procedures between the NOC and Ci, the appropriate
notifications of the alarm/event are made. Many alarms and problems can be corrected
remotely from the NOC but if on-site technicians are needed, they can be dispatched by
NOC personnel.
7.5.4. This prompt acknowledgement and response results in reduced system downtime
and minimizes the impact of the event on users of the system. Comprehensive reports of
alarms, events and remedial actions taken are provided periodically based upon specific
customer requirements.
7.5.5. This service includes:
7.5.5.1. 24/7/365 remote system monitoring, management, and service dispatch
7.5.5.2. Alert tracking and analysis.
7.5.5.3. Alarm clearing
7.5.5.4. Trouble report management and escalation to technical support
7.5.5.5. Customer notification of environmental issues
7.5.5.6. Dispatch of Ci personnel when onsite service is required to troubleshoot
or resolve an issue.
7.5.5.7. Summary reporting of alerts and trouble reports
7.6. Tower Inspection Services.
7.6.1. If included in the Service Option Elections, Tower Inspection Services will be
performed for the towers listed in Attachment A.
7.6.2. Tower Inspection Services shall include inspection for loose bolts or hardware
including those used to secure microwave antennas to their support system; and inspection
for any damage or anomalies in the RF support systems (weatherproofing, cable and cable
routing, guy wire and guy points, and the lighting system).
7.6.3. Loose bolts will be torqued to specifications (estimate assumes the tower has
undergone final bolt torque run-through after being built), surface rust will be dealt with
via cold -galvanizing -spray, and connector/ground kit weatherproofing issues will be
corrected as needed.
7.6.4. Ci contracted tower crew will provide all essential hardware, labor and tooling
required for the completion of this job as listed; all other materials (antenna, coax,
Polyphaser, etc.) if needed will be quoted to the customer for approval and separately
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invoiced. Transportation and shipping charges will apply for all material that Ci must have
delivered to a tower site or must transport.
7.6.5. Unless stated otherwise, Tower Inspection Services will be performed during
daylight hours Monday through Friday. Ci will not be responsible for Force Maj eure delays
or delays due to inclement weather, theft or vandalism during construction.
7.6.6. Tower Inspection Services do not include surveying, engineering, drawings, or
permits that may be required.
7.6.7. Unless specifically stated, this contract assumes the following:
7.6.7.1. All work can and will be performed during a single mobilization when
possible.
7.6.7.2. The site has ample room for safe setup, rigging and work.
7.6.7.3. The site is accessible to heavy equipment and 2 -wheel drive vehicles.
7.6.7.4. Any and all cable and/or utility tracing are the responsibility of others.
7.6.7.5. The structure has a functioning OSHA/ANSI approved climbing system
and safety climb device.
7.6.7.6. The tower and anchors are in good structural condition and are not subject
to catastrophic failure due to rust, corrosion, etc. This estimate will terminate if the
tower is not in a safe condition, suitable for climbing and the installation of
hardware, and the customer will be responsible for the cost of deployment.
7.6.7.7. The RF levels on this structure are within the OSHA/ANSI standards. The
Ci contracted tower crew has received RF awareness training and utilizes RF
monitors. If RF levels are above standards, it is assumed appropriate measures will
be taken with full cooperation of all responsible thereof.
7.6.7.8. A final inspection report will be generated and provided to the Customer
detailed findings, remediation actions, and open issues that require attention.
8. Database Programmine. Any user LID changes in the system database will be the responsibility of
the Customer.
9. Additions And Deletions.
9.1. The quantity and type of Fixed Equipment to be maintained and/or serviced may be added
to, or removed from, this Agreement while the Agreement is in force provided it is documented by a Change
Order executed by the Parties. New Equipment purchased in any given Customer budget year during the
Initial Term or any Renewal Term may be added to the Agreement immediately following the expiration
date of the manufacturer's warranty. A Change Order must be identified the new equipment make/model,
individual LID numbers, serial number(s), and property ID numbers, along with any change to the annual
pricing.
9.2. Charges for Equipment added or removed in a particular month will be added to, or
dropped from, the amount charged to the Customer the following month.
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10. Response Time.
Severity Level 1 outage is defined as
24x7x365
Severity Level 1
a complete system failure or a critical
First response within thirty
(Major Failures)
malfunction that causes:
(30) minutes to remotely
iagnose and attempt to resolve
otal loss of system functionality, or
he problem.
Inability to perform mission -critical
ve on-site within two (2)
operations, or
ours, if necessary.
Severe degradation of performance
that renders the system effectively
usable, such as a reduction in
channel capacity of 25% or more.
This includes (but is not limited to):
System crashes or hangs with no
available workaround.
Data corruption or loss of access to
essential data.
etwork or infrastructure failures
ffecting multiple users or locations.
Security breaches or vulnerabilities
requiring immediate mitigation.
24x7x365
Severity Level 2 (Moderate Severity)
Within thirty (30) minutes to
everity Level 2
outage is defined as a partial system
remotely respond to the
ZydeFate
allure or a significant issue that:
problem. Arrive on site
arhites)Degrades
system performance or
within four (4) hours, if
functionality, but
necessary.
Does not prevent core operations from
continuing, and
Has a workaround available, though it
inconvenient or inefficient.
ludes (but is not limited to):
ance issues impacting specific
or non-critical components.
Lailures
affecting a limited number of
locations.
errors that interrupt secondary
s but not mission -critical
11. Force Maieure. Ci shall be liable for any failure or delay in performing an obligation under this
Agreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of
God, accident, riots, war, terrorist act, epidemic (including, without limitation, cases of illness or condition,
communicable or non -communicable, caused by biotenrorism, pandemic influenza, or novel and
highly infectious viruses, agents or biological toxins), pandemics, disease, quarantine restrictions, civil
commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service
provider, fuel, carrier or labor shortages, natural catastrophes, governmental acts or omissions, new or
increased tariffs, duties or related costs, trade policy, sanctions, import/export restrictions, changes in laws
or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy.
For the avoidance of doubt, Force Majeure shall include changes in market prices or conditions resulting
from any of the foregoing which causes financial distress or the inability of Ci to make a profit or avoid a
financial loss. The obligations and rights of Ci so excused will be extended on a day-to-day basis for the
period of time reasonably necessary to overcome the effects of the underlying cause of the delay; provided
however, if such period extends beyond sixty (60) days Ci may cancel this Agreement.
12. Restrictive Covenant. Customer agrees that, during the Initial Term and any Renewal Term of this
Agreement and for a period of twelve (12) months following its termination or expiration, it shall not,
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Aerations.
Workarounds exist, but the issue still
requires timely resolution to prevent
escalation.
Severity Level 3 (Non -Emergency)
Next Business Da
Severity Level 3.(Non.
issue is defined as a low -impact
Respond within one Business
Emergency)
problem, cosmetic defect, or general
Day to begin remote diagnosis
support request that:
nd attempt remote resolution.
oes not impact core system
functionality, and
Arrive on-site during Business
Does not interrupt normal operations,
Hours, as needed, to diagnose an
and
resolve the issue.
Can be addressed during routine
aintenance cycles.
This includes (but is not limited to):
Minor alarms that do not prevent or
prohibit use of the Fixed Equipment
Site environmental alarms
An individual dispatch console that is
inoperable
Individual dispatch control stations that
e inoperable
Minor user interface issues or cosmetic
bugs
Documentation errors or clarification
requests
Feature enhancement requests
General how-to questions or
configuration guidance
11. Force Maieure. Ci shall be liable for any failure or delay in performing an obligation under this
Agreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of
God, accident, riots, war, terrorist act, epidemic (including, without limitation, cases of illness or condition,
communicable or non -communicable, caused by biotenrorism, pandemic influenza, or novel and
highly infectious viruses, agents or biological toxins), pandemics, disease, quarantine restrictions, civil
commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service
provider, fuel, carrier or labor shortages, natural catastrophes, governmental acts or omissions, new or
increased tariffs, duties or related costs, trade policy, sanctions, import/export restrictions, changes in laws
or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy.
For the avoidance of doubt, Force Majeure shall include changes in market prices or conditions resulting
from any of the foregoing which causes financial distress or the inability of Ci to make a profit or avoid a
financial loss. The obligations and rights of Ci so excused will be extended on a day-to-day basis for the
period of time reasonably necessary to overcome the effects of the underlying cause of the delay; provided
however, if such period extends beyond sixty (60) days Ci may cancel this Agreement.
12. Restrictive Covenant. Customer agrees that, during the Initial Term and any Renewal Term of this
Agreement and for a period of twelve (12) months following its termination or expiration, it shall not,
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directly or indirectly, solicit for employment or engagement, offer employment to, or hire any employee,
contractor, or subcontractor of Ci who was involved in the performance of services under this Agreement,
without the prior written consent of Ci. In the event of a breach of this Section, Customer acknowledges
that damages would be difficult to ascertain and agrees to pay Ci an amount equal to twelve (12) months of
the individual's last annual compensation received from Ci. The Parties agree that this amount represents a
fair and reasonable estimate of the damage that would result from such a breach.
13. Indemnification. Customer agrees to indemnify and hold Ci, its affiliates, subsidiaries, officers,
directors, employees and subcontractors harmless from and against all actions, claims, liabilities, losses,
damages (whether direct or indirect, incidental, consequential or otherwise) expenses or costs (including
but not limited to attorney's fees) which arise out of, relate to or arc in any way connected with a breach by
Customer of any of its obligations set forth in this Agreement, to the extent allowable under Florida law,
and that Indian River County is not waiving any sovereign immunity it may may have in relation to this
contract. The provisions of this Section 13 shall survive the termination of this Agreement.
14, WARRANTY. ANY COVERED EQUIPMENT PROVIDED HEREUNDER IS
WARRANTED UNDER THE EQUIPMENT MANUFACTURER'S WARRANTY. THE
EQUIPMENT MANUFACTURER'S WARRANTIES SHALL BE PROVIDED BY CI UPON
REQUEST BY CUSTOMER. CI WARRANTS THAT THE SERVICES PERFORMED OR
FURNISHED HEREUNDER SHALL BE PROVIDED BY QUALIFIED, TRAINED INDIVIDUALS
IN A PROFESSIONAL AND WORKMANLIKE MANNER CONSISTENT WITH INDUSTRY
STANDARDS, IN COMPLIANCE WITH APPLICABLE FEDERAL, STATE, AND LOCAL
LAWS AND IN ACCORDANCE WITH THE TERMS, SPECIFICATIONS, AND
REQUIREMENTS OF THIS AGREEMENT. THE SAME STANDARDS OF CARE SHALL BE
REQUIRED OF ANY SUBCONTRACTOR ENGAGED BY CI.
THE EXPRESS WARRANTY SET FORTH ABOVE, IS THE EXCLUSIVE WARRANTY
OFFERED BY CI AND IS IN LIEU OF ANY AND ALL OTHER CONDITIONS AND
WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR
STATUTORY AND C1 MAKES NO WARRANTY OF MERCHANTABILITY OF FITNESS FOR
ANY PARTICULAR PURPOSE. WARRANTIES ARE LIMITED TO THOSE PROVIDED BY
MANUFACTURERS.
TO INITIATE A WARRANTY CLAIM, THE CUSTOMER MUST CONTACT CPS SUPPORT
TEAM AND PROVIDE:
A DESCRIPTION OF THE ISSUE OR OBSERVED FAULT,
SYSTEM LOCATION AND ACCESS DETAILS, AND
• ANY RELEVANT DOCUMENTATION OR COMMISSIONING RECORDS.
CI ,WILL ASSESS THE REPORTED ISSUE AND DETERMINE, IN ITS REASONABLE
DISCRETION, WHETHER THE PROBLEM QUALIFIES UNDER THIS WARRANTY OR
FALLS UNDER BILLABLE SERVICE.
15. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND
NOTWI'T'HSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY SET
FORTH HEREIN, WILL CI OR ITS SUPPLIERS, SUBCONTRACTORS, MANUFACTURERS
OR AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS,
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BUSINESS, REVENUES OR SAVINGS, EVEN IF CI HAS BEEN ADVISED OF THE
POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE
FORESEEABLE, IN EACH CASE, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS
PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT
LIABILITY OR OTHER THEORY OF LIABILITY; (B) ANY CLAIMS, DEMANDS OR
ACTIONS AGAINST CUSTOMER BY ANY THIRD PARTY; (C) ANY LOSS OR CLAIM
ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S IMPLEMENTATION OF ANY
CONCLUSIONS OR RECOMMENDATIONS BY CI BASED ON, RESULTING FROM, ARISING
OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT.
EXCEPT FOR CLAIMS FOR PERSONAL INJURY OR FOR DAMAGE TO REAL OR
TANGIBLE PERSONAL PROPERTY TO THE EXTENT CAUSED BY CI'S FAULT OR
NEGLIGENCE, CI'S MAXIMUM LIABILITY TO CUSTOMER FOR ANY CLAIM FOR
DAMAGES RELATING TO CI'S PERFORMANCE OR NON-PERFORMANCE UNDER THIS
AGREEMENT SHALL BE LIMITED TO $50,000.
16. Insurance. Within thirty (30) days of the execution of this Agreement, Ci shall furnish the Customer
with certificates of insurance showing that Ci carries Automobile Insurance and General Liability Insurance
in an amount not less than one million dollars ($1,000,000) per occurrence and Workmen's Compensation
Insurance sufficient to satisfy state law requirements. The certificates of insurance shall also provide that
at least thirty (30) days' notice in writing shall be given to the Customer of any cancellation or reduction of
coverage before such coverage is cancelled or reduced.
Ci shall not be relieved of any obligation of indemnification pursuant to this Agreement by reason of its
failure to secure and maintain insurance as required by this Section.
17. Assignment. This Agreement may not be assigned without the consent of the other party, which
consent shall not be unreasonably withheld. However, Ci, may: (i) assign all its rights, obligations and
liabilities under this Agreement to any subsidiary; (ii) assign all of its rights, obligations and liabilities under
this Agreement to a successor in the event of the sale of all or substantially all of the assets of Ci; and (iii)
assign its rights to monies due or payable under this Agreement. Ci's assignment of monies due or payable
under this Agreement will not relieve Ci of any obligations or responsibilities to Customer hereunder.
18. Termination. In addition to termination for non -renewal as set forth in Paragraph 3, the Parties
agree that this Agreement may be terminated as set forth below.
18.1. Termination for Cause. Either party may terminate this Agreement for cause upon thirty
(30) days' written notice to the other party in the event of a material breach of any provision of this
Agreement, provided that such breach is not cured within the thirty (30) day notice period. If the breach is
not reasonably curable within thirty (30) days, but the breaching party has commenced and is diligently
pursuing a cure, the non -breaching party may agree in writing to extend the cure period. Termination under
this Section shall be without prejudice to any other rights or remedies available at law or in equity.
18.2. Termination Due to Non -Appropriation. Notwithstanding any other provision of this
Agreement, if sufficient funds are not appropriated or otherwise made available by Customer's governing
body to permit Customer to fulfill its obligations under this Agreement, Customer may terminate this
Agreement by providing written notice to Ci. Such termination shall be effective on the last day for which
funds were appropriated. In the event of such termination, Customer shall pay Ci for all authorized services
performed and expenses incurred up to the effective date of termination. No early termination penalties or
cancellation fees shall apply.
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18.3. Mutual Termination. This Agreement may be terminated at any time upon the mutual
written consent of both Ci and Customer, under such terms and conditions as may be agreed upon.
18.4. Effect of Termination. Upon termination of this Agreement for any reason:
18.4.1. Ci shall promptly cease work and deliver to Customer all work in progress,
deliverables, or other materials prepared or obtained in connection with this Agreement.
18.4.2. Customer shall pay Ci for all authorized services performed and authorized
expenses incurred through the effective date of termination, subject to the terms of this
Agreement.
18.4.3. Both parties shall cooperate to ensure an orderly transition of services, if
applicable.
19. Governing Law, Venue, Limitation of Actions. This Agreement shall be governed and construed
in accordance with the laws of the State of Florida. The parties hereby consent and submit to the exclusive
jurisdiction of the appropriate state or federal court serving Indian River County, Florida, as to any dispute
or controversy arising either directly or indirectly, under or in connection with this Agreement. No action
for breach of this Agreement or any covenant or warranty arising under this Agreement shall be brought
more than one year after the cause of action has occurred.
20. Electronic Signatures, Execution in Counterparts and by Electronic Delivery. Each Party agrees
that this Agreement and any other documents to be delivered in connection herewith may be electronically
signed, and that any electronic signatures appearing on this Agreement or such other documents are the
same as handwritten signatures for the purposes of validity, enforceability, and admissibility. This
Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and
all of which together shall be deemed to be one and the same instrument. Documents scanned and
transmitted electronically shall be deemed original signatures for purposes of this Agreement and all matters
related thereto, with such scanned signatures having the same legal effect as original signatures.
21. Entire Agreement and Modification. This Agreement and the attachments hereto and made a part
hereof sets forth the entire agreement of the Parties with respect to the subject matter hereof and supersedes
and merges all prior agreements and understandings. No amendment, modification, or waiver of any
provisions of this Agreement or consent to any departure therefrom shall be effective unless in writing and
signed by duly authorized officers of both Parties.
12
22. Single Point of Contact For Services/Sow's. The following people will be the single point of contact
for Services for this agreement:
Communications International, Inc.
IRC Emergency Svices
2150 15' Avenue
1840 25" Street
Vero Beach FL 32960
Vero Beach, FL 32960
Jeff Willingham
Karen Rackard
772-473-2557
772-226-3943
iwitlin,-,iiam:a a;k4ci.c0111
Krackard(cciiidiatu-iver.gov
IN WITNESS HEREOF, Communications International, Inc. and the Customer have caused this
Agreement to be executed as of the Effective Date.
&OIn=Municati ifs i Inc.
SSignae
JCtSe✓-� Arn rc'--
Name
Title
Date
13
Indi4 River County Emergent Services
�
Vgnature
John A. Titkanich, Jr.
Name
County Administrator
Title
,��slZs
Date
APPROVED AS TO FORM
AND '4GAL SUFFICIENCY
BY V (
J NNIFE SHULER
COUNTY ATTORNEY
ATTACHMENT A
PREVENTATIVE MAINTENANCE SERVICE LEVELS
The following three tables describe the Preventative Maintenance Services that are available under this
Agreement. The services are grouped into three Service Level Groups: Bronze, Silver, and Gold. The
Customer selects the Service Level Group as part of the Service Option Elections. The offered services are
further grouped by the period of delivery: quarterly, semi-annually, and annually.
14
Preventative Maintenance
Service Level
,,Quarterly Services
Gold
Silver
Bronze
1. Network Core / Prime Site
Inspect and log CPU usage, memory, storage thresholds.
x
x
x
Verify firmware versions and apply non-criticalupdates (as scheduled).
x
x
x
Review system logs and alarms.
x
x
x
Check system backup routines and test recent backup restorations.
x
x
x_ i
Perform failover tests if system is geo-redundant.
x
x
x I
2. Dispatch Consoles
Verify lPconnectivity and Latency tocore.
x
x
x
Confirm voice logging systems a re operating.
x
Clean hardware components and check pedpheralfunction (headsets, speakers).
x
x
Test hot spare or backup positions.
x
3. Monitoring and Alerts
Validate NMS (network monitoring system) thresholds and alerting mechanisms.
x
x
x
Review recent trouble tickets and correlate with system data for trends.
x
14
Preventative Maintenance
Service Level
Gold Silver Bronze
1. Infrastructure _ _
Visual Inspection of tower -mounted antennas and cables. j x ! x
Physical Inspection of tower -mounted antennas and cables. x
r....._r..__..
Visual grounding and bonding system checks. x i x
Physical test grounding and bonding system checks. xT
Line sweep test on antenna feedilnes. x _
Check Tl /M PLS/I P links to RF sites for latency and packet toss. x
Visual site environ mental inspection (HVAC, Intrusion detection, power). x x�
Physical site environmental Inspection (HVAC, Intrusion detection, power). x
2. Power Systems
Visually inspect UPS systems. x
Visually inspect and test UPS systems. x
Batteryvoltage and load test. x
Visual generator inspection. .x M
Visual Generator inspection and load test. x
Fuel level check. x
Fuel level check and quality sampling. I x
3. Microwave or Backhaul Equipment _
Alignment verification and signal strength readings.A x z`
Firmware/patch update review. _x _
SNM P tra p verificati on to NO C. N/A ix j
Preventative Maintenance
Gold ' Silver Bronze
1. Systemwide Audi
Inventory all equipment with serial numbers, firmware versions. x
RF coverage verification (field test or modeUng).A X.,.
Security audit (user accounts, password policies, patch levels).A x
Review SLAB and incident response metrics. x
Conduct tabletop or live fai [over test. .x
2. Training & Documentation
Annual refresher training for system administrators and key technical staff.
Update network documentation, diagrams, and SOPS.
Review customer contacts, escalation paths.
3. System Optimization
Re-evaluatetolkgroup loading and system busies.
Optimize channel allocation based on usage patterns.
Evaluate logging/recording system storage and retention policies.
X. •;
x,
x� x J
;. x
(' x
I: x
4. Terminal _
Measurement output power,correct modulation including data rates and analog or digitalvoice. x x �-- x
Check transmit and receive frequency and receiver sensitivity. x T x �x
Correct any deficiencies found and documentallresults. ; x ,- xY__'L_-_x
15
ATTACHMENT B: Covered Equipment
South Tower Site
Serial Numbers 4ty
Master V Stations
tp
Receiver Multicoupler with Tower Top Amp
t
Network Sentry Server
1
Mastr III Mutual Aid Channels
6
Intraplex Multiplexer
t
Microwave Radios to IRCEM & VBPD
4
Microwave Radios to Egrets Marsh
2
Microwave Radios to IRCFD Station 2
2
IP Network Equipment
t
MPLS Router
1
GPS Receiver
2
SMT- Station Management Terminal
t
MME-Miniture Mobile Exchange Device
t
South Site-VASB Network
Vida Unit Switch (VASB)
t
Interoperablity Gateway shelves
4
DC Power System neg 48 volt
t
IP Network Equipment
t
GPS Receiver
t
North Tower Site
Master V Stations
tp
Receiver Multicoupler with Tower Top Amp
t
Network Sentry
t
Mastr III Mutual Aid Channels
8
Intraplex Multiplexer
t
DC Power Supply System neg 48 volt
t
Microwave Radios to Hobart
2
Microwave Radios to Sebasdan PD
2
Microwave Radio to West
2
IP Network Equipment
t
MPLS Router
t
GPS Receiver
2
Fellsmere (West) Tower Site
Master V Stations
10
Network Sentry Server
t
Mastr III Mutual Aid Channels
8
Receiver Multicoupler with Tower Top Amp
t
Intraplex Multiplexer
t
DC Power Supply System nag 48 volt
t
Microwave Radios to Hobart
2
Microwave Radio o North
2
16
MPLS Router
1
IP Network Equipment
1
GPS Receiver
2
Dispatch Equipment
Symphony Consoles
13
Microwave Alarm Pc
1
Netclock -GPS
2
Microwave Radios (IRCSO,VBPD,Seb PD dispatch)
6
IP Network Equipment
1
UPS battery backup (located at South site)
1
XL-185M Backup radios
15
MPLS Router
5
Rectifer AC to DC 48v each PSAP
4
Hobart Tower Site
Master V Stations
10
Network Sentry Server
1
Receiver Multicoupler with Tower Top Amp
1
Intraplex Multiplexer
1
Med 4 Station
0
Med 8 Station
1
VHF EM/Fire Page Station
1
DC Power System neg 48 volt
1
Microwave Radios to North, IRCEM sites
4
Microwave Radios to FS2
2
GPS Receiver
2
Master III Mutial Aid Channels
3
MME Miniture Mobile Exchange Device
1
MPLS Router
1
Egret Marsh Site
Master V Stations
10
Receiver Mulbooupler with Tower Top Amp
1
Network Sentry
1
DC Power Supply System neg 48 volt
1
Microwave Radios to South site
2
Microwave radios to West
2
MPLS Router
1
IP Network Equipment
1
GPS Receiver
2
IRC EOC Site- VASA Network
Microwave Radios to IRCSO Dispatch, Hobart, South
sites
6
IP Network Equipment
1
Vida Unit Switch (VASA)
1
MPLS Router
1
Fiber Mux
1
17
GPS Receiver
1
IRC FS#2 Site
Master V Stations
10
Network Sentry
1
Receiver Multicoupler with Tower Top Amp
1
Intraplex Multiplexer
1
Microwave Radios to South site
2
Microwave radios to Hobart site
2
MPLS Router
1
IP Network Equipment
GPS Receiver
1
2
Rectifer AC to DC 48v each PSAP
1
UPS Battery Backup
1
18
ATTACHMENT C: Pricing List
P25 System Maintenance
Description
Maintenance on P25 System
Contract N'ear
First Year of the T
Ajumal'Fotal
$412,820.04
Maintenance on P25 System.
First, Renewal Temi .Plus,
CPI
Maintenance on P25 System
Seecond Renewal
Plus, CPI
Maintenance on P25 System
ThirdRenewal TermPlus,
CPI
Maintenance on P25 System
Fourth Renewal Term
plus, CPI
Software Services
Terminal Services
19
Network Operations Center (NOC) Remote Monitoring
Tower Inspection
Description
Remote Monitoring Service (NOC
Contract War
irst Year of the T
Annijall otal
/A
Remote Monitoring Service (NOC �first
Renewal Term
/A
Remote Monitoring Service (NOC)
Seccond Renewal
rnl
/A
Remote Monitoring Service (NOC)
T11ird Renewal Term
/A
Remote Monitoring Service (NOC)
ourth Renewal Te
/A
Tower Inspection
20
Annual Tower Inspection
itst Year of the T
/A
Annual Tower Inspection
first
Renewal
/A
erm
Annual Tower Inspection
econd
Renewal
/A
Term
Annual Tower Inspection
PiirdRenewal
IA
Term
Annual Tower Inspection
ourth
Renewal
/A
11'erm
20
ATTACHMENT D: 2025-2026 DEMAND SERVICE RATES
Demand Services Charge
Discounted Hourly Demand Service Rate for 8 hours x 5 days $147.50
Emergency and After -Hours Demand Rate $221.25
Professional Services (Der hour
System Design Engineering
$175.00
Engineering
$175.00
RF Propagation
$175.00
Inter -modulation Study
$175.00
Fleet Map Structure
$175.00
Traffic Analysis
$175.00
Dispatch Center Consulting
$175.00
FCC Frequency Searches
$175.00
21
ATTACHMENT E: Special Equipment Purchase Discounts
For the first twelve months of the Term, Ci will extend special discounts on equipment available through
the L3Hanis catalog as described below:
12 months of the I28% discount on Uffirris branded equipment
% discount on vendor (product code 77) equipment in L31larris catalog
Discounts on all other manufactured equipment, custom equipment, and software not having published
discount levels will be quoted at the time of request.
22
ATTACHMENT F: L3Harris Software Services Agreement
for Reference on the Terms that Are Passed -Through by Ci to Customer
SOFTWARE SERVICES AGREEMENT
THIS SOFTWARE SERVICES AGREEMENT ("Agreement") is hereby entered into between 1,31-larris
and Communications International, Inc. [on behalf of Customer] ("Subscriber") on the following terms and
conditions:
��iZi7 a �[�15LIeT.7 010 I aill"
During the term of this Agreement, as set forth in Section 11, 1,311arris agrees to provide Subscriber with
the following:
A. L3Harris Software Update benefits including software updates, documentation updates and
other services, as set forth in Section 3 of this Agreement, for the software developed and provided
by L3Harris and contained within the Subscriber's Designated L3Harris System(s) as described in
Exhibit A to this Agreement; and
B. L311arris Security Update Management Service including patch management services for
the updating of security related patches, as set forth in Section 4 of this Agreement, to the
Subscriber's Designated 1,311arris System(s) as described in Exhibit A to this Agreement.
DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below.
A. "Contract" means the Agreement for the purchase of the Designated System(s).
B. "Current Software Release Levels" means the most recent Software release announced by
L3Harris as being commercially available. "Commercially available" does not include interim
releases provided as emergency fixes or software released for beta test or noncommercial or similar
purposes.
C. "Designated System(s)" means the L3Harris system(s) purchased by Subscriber and
identified in Exhibit A to this Agreement. The Designated System does not include Third Party
Software Products. Excluded Products or other systems to which the Designated System may be
linked.
D. "Enterprise Configuration" means a radio system level configuration that is capable of
supporting large county, multi -county, regional or statewide installations.
E. "Excluded Products" means third Party Products contained in the customer's system that
were not sold by L3Harris to Subscriber.
F. %3Harris Licensed Programs" means all L3Harris Software programs and associated
documentation nonexclusively licensed to Subscriber by OHarris for use solely with Subscriber's
Designated System.
G. %311arris Software Updates" means any commercially available corrections,
modifications or enhancements to the Licensed Programs generally released and/or provided by
L3Harris.
H. %311arris Network Solutions Provider" (NSP) means an entity authorized by 1,311arris to
sell certain 1,311arris products and systems as an authorized NSP in accordance with the provisions
of a NSP Agreement between OHarris and such person or entity.
I. "IAVA" Information Assurance Vulnerability Alert. An IAVA is an announcement of a
computer application software or operating system vulnerability notification in the form of alerts,
23
bulletins, and technical advisories identified by DoD-CERT, a division of the United States Cyber
Command.
J. "Optional Feature" means those UHarris Software features, not currently contained in the
Subscriber's Designated System, available for Current Software Release Levels that are available
to Subscriber at an additional cost.
K. "Product Vulnerability Alerts" (PVAs) means security vulnerabilities reported against a
product supplied by the Seller. Notifications of these PVAs are obtained from multiple sources;
governmental, vendor, independent and open -source databases.
L. "PVA Evaluation" means the Seller's process for evaluation of a potential Product
Vulnerability Alert affecting products provided by the Seller.
M. "RCE" means L3Harris's Regional Centers of Excellence. RCEs are L3Harris master
distributors of all L311arris land mobile radio products and services.
N. "STIG" means Security Technical Implementation Guide, A STIG is a methodology for
standardized secure installation and maintenance of computer software and hardware.
O. "Security Updates" means software updates that mitigate, address and/or resolve product
security vulnerabilities in system components offered by the Seller. These updates may include
Vendor Patches and/or Vendor Workarounds.
P. "Security Update Distribution" means the Seller providing Security Updates to which the
Subscriber is entitled under the terms of this Agreement, affecting components of the Subscriber's
Designated System as defined in Exhibit A.
Q. "Software Updates" means all L311arris provided software updates to either L311arris
designated SW system components or SUMS Software updates.
R. "SUMS" means L3Harris's Security Update Management Service. L31-larris's automated
patch management system that provides periodic, security -related software updates.
S. "SUMS Software Updates" means periodic, security -related software, including but not
limited to, operating system updates, antivirus signatures, and other security related Windows-
based 3rd party updates (Adobe, Java, Flash).
T. "Tech -Link" is the technical information section of L3Harris's web site. Access is
restricted to authorized subscribers via user ID and password login.
U. "Third Party Software Products" means software owned by a party other than L311anis
Corporation.
V. "Vendor Patches" means software updates provided by third -party software vendors that
mitigate, address and/or resolve PVA(s).
W. "Vendor Workarounds" means configuration and/or procedural changes provided by
third -party software vendors that mitigate, address and/or resolve PVA(s).
L3HARRIS SOFTWARE UPDATES
A. L3Harris Software Releases Included. With respect to each Licensed Program, and subject
to the conditions of this Agreement, L311arris will provide the Software Updates described below
during the term of this Agreement. All Updates shall be shipped to Subscriber's Software Services
contact designated in Exhibit A of this Agreement via protective packaging containing a quantity
of programmed Software media (e.g., Proms, Tapes, Compact Discs or DVDs) necessary for
Subscriber to fully implement the Software Updates within its Designated System. In addition, each
shipment of Software Updates shall contain at least one set of Software release notes detailing the
contents of the Software Update and providing installation instructions.
i. Software Updates Upon Enrollment. As determined by the system audit described
in Section 6.A i. of this Agreement, L311arris shall provide to Subscriber the Software
Updates needed, if any, to bring the Licensed Programs within Subscriber's Designated
System up to L3Harris's Current Software Release Levels. Such Updates will be provided
at no additional cost to Subscriber provided Subscriber has enrolled in the Software
24
Services program within the enrollment deadline specified in Section 9.A of this
Agreement. [To be tailored dependent upon customer's HW Software Services enrollment]
— [and provided Subscriber has installed, at Subscriber's expense, the compatible hardware
necessary to accommodate the Software Updates.
ii. Subsequent Software Updates. During the term of this Agreement and subject to
Subscriber's performance of its obligations, 1,311arris shall provide to Subscriber Software
Updates, released by L311arris subsequent to Subscriber's enrollment in Software Services,
for the Licensed Programs contained within Subscriber's Designated System. Such
subsequent Software Updates may include:
iii. Enhancements and/or corrections to existing features for all Designated System
backbone components and/or radios.
iv. New features or improvements to existing features implemented via the system
components already contained within Subscriber's Designated System.
B. System Level Release Documentation: Prior to the general release of a major system
release by 1,311arris for L3Harris Licensed Programs, 1,311arris shall make available a system level
release document announcing the impending release, and detailing its contents and impact, if any,
on any other 1,311arris hardware or Software components. Subscriber acknowledges that older
hardware may not have sufficient capacity for the operation of the Software Updates. IN THIS
AGREEMENT OR OTHERWISE REQUIRES L3HARRIS EITHER TO DESIGN UPDATES
THAT REMAIN COMPATIBLE WITH THE DESIGNATED SYSTEM HARDWARE OR TO
PROVIDE ADDITIONAL HARDWARE UNDER THIS AGREEMENT, AND SUBSCRIBER
WAIVES ANY SUCH DUTY OR OBLIGATION BY L3HARRIS.
4. L31IARItIS SECURITY UPDATE MANAGEMENT SERVICE
A. Security Update Distributions Inclusions. Subject to the conditions of this Agreement,
Seller will provide periodic SECURITY UPDATES described below during the term of this
Agreement. All SECURITY UPDATES shall be provided to Subscriber's contact designated in
Exhibit A. SECURITY UPDATES shall contain software necessary for the Subscriber to fully
implement the Security Update within the Designated System and at least one set of Software
release notes detailing the contents of the SECURITY UPDATES and providing installation
instructions.
L Security Updates Upon Enrollment. As determined by the system audit described
in Section 6.A.i. of this Agreement, Seller shall provide to Subscriber the SECURITY
UPDATES needed, if any, to bring the Licensed Programs within Subscriber's Designated
System up to Seller's current security software release levels. Such updates will be
provided at no additional cost to Subscriber provided Subscriber has enrolled in the
Software Services program within the enrollment deadlines specified in this Agreement. [
To be tailored dependent upon customer's HW Software Services enrollment] — [and
provided Subscriber has installed, at Subscriber's expense, any compatible hardware
necessary to accommodate the SECURITY UPDATES.]
ii. Subsequent Security Updates. During the term of this Agreement and subject to
Subscriber's performance of its obligations, Seller shall provide to Subscriber SECURITY
UPDATES that may include:
a. Vendor Patches and/or Vendor Workarounds, enhancements, corrections,
and/or changes, made by third -party software vendors to software included in Seller
provided products subject to the Subscriber's right to receive the third -party software. The
Subscriber may be required to have a currently executed services/support Agreement(s)
with third -party vendor(s) separate from this Agreement.
B. SUMS PRODUCT Features Summary.
i. The Seller will use reasonable efforts to monitor pertinent governmental, vendor,
independent and open -source databases for PVAs, IAVAs, STIGs and for any subsequent
resolutions that affect products provided by the Seller that are part of the Subscriber's
Designated System.
ii. The Seller will make every reasonable effort to verify that the PVA, IAVA, and
STIG resolutions, Vendor Patches, and/or Vendor Workarounds, do not adversely affect
the Seller's stated performance of the Subscriber's Designated System.
iii. The Seller will provide Security Update Distributions to the Subscriber at periodic
intervals targeting bi-monthly releases. The interval shall be determined solely by the
Seller. More frequent Security Update Distributions may be required to address urgent
product security vulnerabilities. Security Update Distributions on other than a bi-monthly
basis does not constitute a contractual default by the Seller.
iv. The Seller will provide Security Update Distributions in a means suitable for use
on the target devices of the Subscriber's Designated System. Optional On -Site Support
Services may be contracted by the Subscriber, outside of this Agreement, through the Seller
or the Seller's RCE or Network Solutions Provider or designated local service provider as
set forth in Section 6.A. iv.
V. Prior to the general release by Seller of any Security Updates, Seller shall make
available a SUMS PRODUCT release document announcing the impending release, and
detailing its contents and impact, if any, on any other Seller hardware or Software
components. Subscriber acknowledges that older hardware may not have sufficient
capacity for the operation of the Software Updates. NOTHING IN THIS AGREEMENT
OR OTHERWISE REQUIRES SELLER EITHER TO DESIGN UPDATES THAT
REMAIN COMPATIBLE WITH DESIGNATED SYSTEM HARDWARE OR TO
PROVIDE ADDITIONAL HARDWARE UNDER THIS AGREEMENT, AND
SUBSCRIBER WAIVES ANY SUCH DUTY OR OBLIGATION BY SELLER
vi. The Seller will provide with each Security Update Distribution a Security Release
Notes document. This document will detail the PVA resolutions and/or mitigation
addressed by this release, installation and installation recovery procedures and software
and hardware compatibility information where applicable.
vii. Automated Security Update Distribution Services. The Seller will provide a means
of automating the distribution of Security Updates to the target devices within the
Subscriber's Designated System. Subscriber shall be responsible for providing the
necessary hardware and licenses to run the automated distribution of Security Updates.
This hardware shall be part of Subscriber's Designated L3Harris System or purchased at
Subscriber's expense from Seller prior to the initialization of this Software Services
Agreement. As set forth in Section 9.C. of this Agreement, it shall be the Subscriber's
responsibility to complete the security update process on the target devices (e.g., rebooting
the target devices) following the Patch Application instructions in the Release Notes
accompanying each Security Update Distribution. Optional On -Site Support
Services may be contracted by the Subscriber, outside of this Agreement, through the Seller
or the Seller's RCE or Network Solutions Provider or designated local service provider as
set forth in Section 6.A.iv.
viii. Assessment Reporting. For those PVAs monitored by the Seller as stated in Section
4.B.h., the Seller will provide responses assessing the effects of the monitored PVAs on
the LMR system and stating Seller's recommendations for required actions. Access to the
PVA assessments will be granted through Tech -Link, a restricted web site maintained by
the Seller. The Seller does not guarantee assessment response time but will make
reasonable efforts to provide timely assessment responses.
26
SOFTWARE RELEASES NOT INCLUDED
A. Software Releases Not Included. The following Software releases are not included within
the terms of this Agreement:
i. New Products. Any Software products released by 0flarris for which an earlier
generation or release level is not already contained within Subscriber's Designated System.
If Subscriber wishes to implement such Software products within its Designated System,
it will need to license such products at the fees then in effect and purchase any necessary
compatible hardware for operation of such Software.
ii. Third Party Software. To the extent that such Third -Party Software Products are
available and compatible with the Designated System, L3Harris reserves the right to charge
an additional fee for upgrades to software programs that are licensed by a third party for
use with the L311arris system yet are not the property of 1,311arris. The Subscriber may be
required to have currently executed services/suppott Agreement(s) with third -party
vendor(s) separate from this Agreement. Subscriber must provide evidence of a current
services/support Agreement at the seller's request.
6. SOFTWARE SERVICES INCLUDED
A. Services Included. Subject to the terms and conditions of this Agreement and Subscriber's
compliance therewith, L3Hanis will provide to Subscriber the services described below.
i. System Configuration Baseline and Documentation Update. As part of the initial
enrollment process for Software Services, 11311arris may deem it necessary to conduct a
system audit of Subscriber's Designated System(s) to be covered under this Agreement. If
said audit is required, L3Harris, or its RCE or L3Harris Network Solutions Provider will
conduct the audit. This audit will be used to verify Subscriber's first-year Software
Services Fee and to determine the Software release levels for Licensed Programs contained
within Subscriber's System at the time of enrollment, together with any hardware updates
necessary to accommodate Software Updates.
ii. Installation Phone Support. Subscriber's Software Services subscription shall
include telephone support by L3Harris's Technical Assistance Center (TAC) personnel
with respect to the installation of Software Updates. Such support will be available during
1,311arris' normal business hours (8:00 a.m. to 5:00 p.m. Eastem Standard Time Monday
through Friday, excluding holidays) and for a period of ninety (90) days from the date the
Software Update is released to Subscriber. After-hours emergency support will be available
through L3Harris optional System Maintenance services at prices than in effect, provided
that Subscriber is in compliance with the terms of this Agreement.
iii. Upgrade Planning_ If Subscriber is in compliance with the terms of this Agreement
and its Designated System is classified as an Enterprise Configuration, L311arris, or its
RCE or Network Solutions Provider, shall provide an annual consultation service to review
1,311arris' planned Software releases and evaluate the operational and financial impact such
releases may have on Subscriber's Designated System. If Subscriber is in compliance with
the terms of this Agreement and its Designated System is classified below an Enterprise
Configuration, upgrade planning is not included within the terms of this Agreement but
can be obtained from 1,311arris at the rates then in effect for such service.
iv. On -Site Services. Initial Installation Services are optionally available, outside of
this Agreement, through the Seller, the Seller's RCE or Network Solutions Provider, or a
27
designated local service provider provided that Subscriber is in compliance with the terms
of this Agreement.
V. Tech -Link. Tech -Link is the restricted access, technical information section of
Seller's web site. Seller will provide Software Services subscribers access, via user ID and
password authorization, to Software Services and SUMS release documentation and
downloadable distribution media. Seller will also provide additional authorization to allow
subscribers to view PVA, JAVA, and STIG assessment recommendations described in
Section 4.13J.
7. SOFTWARE SERVICES NOT INCLUDED. Services Not Included. The following
services/products are not included within the terms of this Agreement:
A.Hardware Upgrades. In the occasional event that a Software Update released requires a
corresponding hardware change, Subscriber will need to purchase separately the compatible
hardware required. L 3 L3Harris will endeavor to notify Subscriber in advance via the system level
release documentation or, if applicable, via Software Services upgrade planning service of any
hardware changes needed in order to implement a Software Update. No such notice will be given
for Third Party Software Updates or Excluded Products, and no hardware upgrade may be
available.
B.Software Update Installation. Installation of Software Updates for terminal products, Software
Updates for infrastructure, and Security Updates by Seller are not included, but such installations
may be obtained from Seller, or its RCE or Network Solutions Provider, at the rates then in effect
for such service, provided that Subscriber is in compliance with the terms of this Agreement.
C.ORtional Support Services. Other Software support services Subscriber may require, including, but
not limited to, training, customized software programming or troubleshooting through Seller's
Technical Assistance Center are outside the scope of this Agreement but may be obtainable through
other programs offered by Seller.
8. SOFTWARE DISTRIBUTION AND INSTALLATION. All Software Updates shall be
provided to Subscriber's contact designated in Exhibit A. In addition, each shipment of Software Updates
shall contain at least one set of Software release notes detailing the contents of the Software Update and
providing installation instructions.
In the event any Software media contained within Subscriber's Designated System incurs damage, whether
from acts of Nature or human error, L3Harris shall provide replacements for such Software to Subscriber
at no additional charge, subject to the terms and conditions of this Agreement.
9. CONDITIONS FOR SERVICE
A. Enrollment Deadline. Subscriber agrees to enroll in Software Services no later than sixty
(60) days after the earlier of. (i) the first expiration date of the warranty provided by MHarris for
any component of Subscriber's Designated System, or (ii) the first expiration date of the warranty
provided by L311arris for any of the Software within Subscriber's Designated System. If such
warranty already has expired when Subscriber is fust offered the Software Services Program,
Subscriber will be given a 60 -day grace period in which to enroll in Software Services. A
Subscriber meeting the enrollment deadline will receive, at no additional charge as described in
Sections 3.A.i. and 4A.i of this Agreement; the Software Updates needed to bring its Designated
System up to L3Harris's Current Software Release Levels to the extent the Designated System
hardware is compatible with such Software Updates.
28
B. Subscriber Contact. Seller requests that Subscriber identify its Subscriber Contact in
Exhibit A. Subscriber shall designate a person with sufficient technical expertise to be able to
interact knowledgeably with Seller's technical support personnel. To the maximum extent
practicable, Subscriber's communications with Seller (with regard to the Software Updates
provided under this Agreement) should be through the Subscriber Contact.
C. Installation. Subscriber agrees to properly install the Software Updates provided by Seller
in order of receipt from Seller. Subscriber understands that Software support provided by Seller is
limited to Seller's Current and current minus 1 Software Release Levels of Licensed Programs for
the Designated System.
D. Media Labeling. Subscriber agrees that if it makes copies of any Software Update supplied
by L3Harris, for backup purposes, Subscriber will reproduce any copyright notice and/or
proprietary notice appearing on and/or in such Update and will label all copies with all information,
including part numbers and revision levels, provided on the set of media provided by L3Harris.
Nothing herein grants Subscriber any right to sublicense any Software or to distribute copies to any
other person, and such sublicensing and distribution is expressly prohibited.
E. No Modification of Software. The subscriber agrees not to modify, enhance, or otherwise
alter any Software unless specifically authorized in the user documentation provided by L3Hanis
with such Software Update or unless the prior written consent of L3Harris is obtained. Under no
circumstance shall Subscriber create or permit the creation of any derivative work from any
Software or the reverse engineering or replication of any Software.
F. L3Harris's obligations under this Agreement are conditional upon Subscriber's compliance
with the terms of this Agreement and any Contract then in effect between L3Harris and Subscriber.
G. Delegation of Authority. The Subscriber hereby delegates, grants, and assigns to the Seller,
acting as the Subscriber's agent or to a person or entity authorized by the Seller, all approval rights
relating to the selection of Vendor Patches. All approvals given to third -party vendors by the seller
acting as the subscriber's agent under the terms of this AGREEMENT shall be deemed as being
granted by the Subscriber.
10. FEES, TERMS OF PAYMENT & TAXES
A. SOFTWARE Services Fee. Subscriber agrees to pay L3Harris an annual Software Services
Fee, in the amount set forth in Exhibit A to this Agreement, plus taxes pursuant to Subsection E
below, for Software Services provided during the term as defined in Exhibit A. Subsequent years'
Software Services Fees, beyond Subscriber's fust -year fee specified in Exhibit A, may or may not
remain at the same rates. Any significant changes made to Subscriber's Designated System(s)
configuration will be reflected in the following year's Software Services Fee.
If L3Harris's rates for Software Services should increase, Subscriber will be notified in writing of
any such increases at least one hundred twenty (120) days prior to the end of Subscriber's yearly
Software Services period then in effect.
B. Other Charges. Subscriber understands that if it chooses to delay its enrollment in Software
Services beyond the deadline described in Section 9.A. of this Agreement, Subscriber will need to
license, at the applicable fees then in effect, the initial Software Updates needed to bring its System
up to WHarris's Current Software Release Levels, as well as any hardware which may be required
to accommodate such Updates.
29
C. Due Date. Subscriber's first-year Software Services Fee will be invoiced upon receipt of
this Agreement signed by Subscriber. Payment will be due thirty (30) days from the date of the
invoice. Subscriber's subsequent years' Software Services Fees will be automatically invoiced
sixty (60) days prior to the commencement of the subsequent year's term. Payment of all amounts
due is a condition precedent to L3Harris providing any future Software Updates or other services.
D. Taxes. In addition to all fees specified herein, Subscriber shall pay the gross amount of any
present or future sales, use, excise, value-added, or other similar tax applicable to the price, sale or
delivery of any products or services furnished hereunder or to their use by Subscriber, unless
Subscriber shall otherwise furnish 1,311arris with a tax -exemption certificate acceptable to the
applicable taxing authorities.
E. Discontinuance. Subscriber understands that if Subscriber discontinues and then
subsequently resumes participation in the Software Services Program, Subscriber will be required
to pay a re-entry fee for any benefits provided to Subscriber upon re-entry to the Software Services
Program plus the Software Services Fee for the term then commencing.
11. TERM & TERMINATION
A. Software Services will be provided by L3Harris to Subscriber for an initial one-year term,
as defined in Exhibit A to this Agreement, and thereafter on a year-to-year basis as provided herein,
subject to prior payment in full of all outstanding fees and charges at the time of renewal and
compliance with the provisions of this Agreement.
B. Provided Subscriber is then in full compliance with all of its obligations, Subscriber's
Software Services enrollment shall be automatically renewed on a succeeding yearly basis
thereafter unless either party notifies the other in writing, at least ninety (90) days prior to the end
of the yearly period then in effect, that this Agreement will not be renewed
C. L3Hanis shall have the right to suspend or terminate this Agreement upon thirty (30) days'
prior written notice if Subscriber fails to pay any fees or charges due hereunder or if Subscriber
commits any other breach of this Agreement or commits any breach of any applicable Software
license Agreement for any Licensed Program being supported under this Agreement, any contract
between Subscriber and L3Hams or any other obligation of Subscriber to 1,311arris or any of its
affiliates.
D. L3Harris shall have the right to discontinue providing Software Services (including
Updates) for any Licensed Program supported under this Agreement. Software Updates may be
discontinued at any time at 1,311arris's discretion. Other services shall not be discontinued without
at least ninety (90) days' prior written notice by L311arris to Subscriber. Notwithstanding any other
provision of this Agreement, as Subscriber's sole and exclusive remedy L3Harris will provide a
pro -rata refund of Subscriber's annual Software Services Fee if L3Harris elects to discontinue
providing Software Services for any Licensed Program supported under this Agreement.
E. Except as provided in Section 11.D. above, under no circumstances (including any
termination of this Agreement) shall any fees paid pursuant to this Agreement be refundable once
paid by Subscriber.
12. LIMITATION OF LIABILITY. EXCEPT FOR PERSONAL INJURY OR DEATH,
L3HARRIS' TOTAL LIABUM ARISING FROM THIS AGREEMENT WILL BE LIMITED TO THE
AGGREGATE AMOUNT OF SOFTWARE SERVICES FEES PAID TO L3HARRIS UNDER THIS
AGREEMENT.
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13. GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement shall be governed by
and construed in accordance with the laws of the State of Florida, excluding its rules pertaining to conflict
of laws. Subscriber consents to the personal jurisdiction of the state and federal courts in the State of Florida
by entering into this Agreement, L3Harris and Subscriber 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.
14. NOTICES. All notices required or permitted hereunder shall be in writing and shall be deemed
validly given upon being hand delivered, or upon receipt if sent by facsimile, e-mail or if mailed by certified
mail, return receipt requested, to Subscriber at the address set forth in Exhibit A or to Communications
International Inc, at 4450 US Highway 1, Vero Beach, FL 32967, Attention: Mike Reed, or to such other
address as either party may designate to the other in writing.
15. ENTIRE AGREEMENT, EXECUTION AND MODIFICATION
A. This Agreement contains the entire and only Agreement between the parties concerning
the subject matter hereof, and all prior representations and understandings in connection with the
subject matter hereof are superseded and merged herein, and any representation or understanding
not incorporated herein shall not be binding upon either party.
B. This Agreement shall not become effective until signed on behalf of L3Harris by one of its
officers or by an executive duly authorized by L311arris's Vice President. No change, modification,
ratification, rescission, or waiver of this Agreement or any of the provisions hereof shall be binding
upon L3Harris unless made in writing and signed on its behalf in like manner.
C. L3HARRIS DOES NOT ASSUME ANY OBLIGATIONS OR LIABILITIES IN
CONNECTION WITH THE SOFTWARE OR SERVICES OTHER THAN THOSE EXPRESSLY
STATED IN THIS AGREEMENT AND DOES NOT AUTHORIZE ANY PERSON
(INCLUDING L3HARRIS'S RCE'S OR SUBCONTRACTORS OR SUPPLIERS) TO ASSUME
FOR L3HARRIS ANY OTHER OBLIGATIONS OR LIABILITIES.
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ATTACHMENT G: NOC Master Services Agreement
for Reference on the Terms that Are Passed -Through by Ci to Customer
THIS MASTER SERVICES AGREEMENT ("Agreement") is made and entered into between
Communications International, Inc. [on behalf of Customer], (hereinafter referred to as "Ci") and UHarris.
1.DEFINITIONS
Definitions are those set out in the Definitions attached to this Agreement [applying only to this example
pass-through set of terms].
2.SCOPE.
This Agreement describes the terms and conditions for (a.) purchases by Ci of Services and (b.) delivery
by UHarris of the Services to Ci or otherwise delivered by L3Harris to Ci. L314arris shall provide the
Services described in this Agreement or other document(s) attached to and made part of this Agreement.
(c.) SOWS may contain definitions, terms, and conditions specific to that SOW. (d.) At Ci's request,
L311arris may also provide Demand Services at L3Harris's Demand Services rates. (e.) All Services
provided under this Agreement are only applicable to the Equipment listed in the Equipment List attached
to this Agreement.
3.CONDITIONS OF SERVICE.
(a.) All Equipment must be in good working order on the Commencement Date of this Agreement or for
additional Equipment at the time the additional Equipment is added to the Agreement.
(b.) On the Commencement Date of this Agreement, or within thirty (30) days of the Commencement Date,
Ci shall provide L311arris with an Equipment serial number list of all Equipment to be covered under
this Agreement.
(c.) Ci must promptly notify UHarris of any Equipment failure or when any Equipment is lost, damaged,
stolen or taken out of service.
(d.) If Ci purchases additional Equipment that becomes part of the same system as the initial Equipment,
the additional Equipment may be added to this Agreement and will be billed at the applicable rates after the
original warranty for such Equipment expires.
(e.) Ci is solely responsible for obtaining and complying with any necessary permits and licenses from the
Federal Communications Commission, or any other Federal, State, tribal local governmental authority,
related to the purchase, installation, erection, and operation of any Equipment hereunder.
4. SITE ACCESS, SERVICE TIMES.
(a.) If applicable on-site Response Times are based on the assumption that the site is accessible by normal
transportation methods and vehicles. On -Site Response Time requirements exclude site locations that
require extensive drive time due to traffic conditions or site locations where specialized vehicles are
required.
(b.) Ci is responsible to ensure that all necessary clearances, escorts, ID cards, network access requirements
including custom software or security credentials, or other special requirements have been provided to
L311arris in advance to allow technicians prompt access to any Equipment requiring service that may be
located in a secured or limited access area under Ci's control.
(c.) Ci agrees to provide L311arris an appropriate work environment and unlimited access, working space
including heat, light ventilation, electric current and outlets, and local wireless and telephone access for the
use of L3Harris service personnel in the Equipment's physical location.
(d.) Ci shall be billed at Demand Services rates for time lost or changes due to any delay caused by Ci in
the provision or execution of the Services.
32
5. PAYMENT TERMS.
(a.) Payment terms shall be net thirty (30) days from the date of invoice. All amounts past due over thirty
(30) days shall accrue interest from their due date at the rate of one and one-half percent (1 -1 /2%) per month
(or such lesser rate as may be the maximum permissible rate under applicable law).
(b.) L3Harris may at any time hereafter revise the rates set forth in this Agreement by giving Ci Notice
thereof not less than ninety (90) days prior to the rate change, provided that the revised rates are mutually
agreed upon in writing. (
c.) Any taxes related to Services pursuant to this Agreement shall be paid by Ci or Ci shall present an
exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item
on the invoice, to the extent possible.
6. TERM AND TERMINATION.
(a.) The term of this Agreement shall begin on the Commencement Date of the Summary Page to which
these Terms and Conditions are attached and shall continue for the period indicated on the Summary Page.
(b.) In the event the Ci fails to make any overdue payments due to L3Harris under this Agreement within
fifteen (15) days after receipt of Notice from L311arris, L311arris may at its option immediately thereafter
terminate this Agreement. In the event of any other default under this Agreement, either Ci or L3Harris
shall give the other party 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.
(c.) L3Harris shall have the right to terminate this Agreement at any time by providing Ci thirty (30) day
Notice.
(d.) If MHarris provides Services after the termination or expiration date of this Agreement, the terms and
conditions in effect at the time of the termination or expiration date will apply to those Services and Ci
agrees to pay for those Services on a time and material basis at Demand Services rates.
7. SERVICES NOT COVERED.
(a.) Services exclude the repair or replacement of Equipment that has become defective or damaged from
use in other than the normal, customary, intended, and authorized manner, use not in compliance with
applicable industry standards, excessive wear and tear, misuse, abuse, accident, environmental conditions,
liquids, power surges, neglect, acts of God, acts or omissions or delays by Ci or third party, or other force
majeure events.
(b.) Unless specifically included in this Agreement, Services exclude accessory items, or items that are
consumed in the normal operation of the Equipment such as batteries, UPS, belt attached objects such as
clips or holsters, battery chargers, personal audio interfaces such as footswitches or ear pieces, headsets,
keypads, fuses, knobs, lanyards, labels, custom or special products, upgrading or reprogramming
Equipment, modified Equipment or software, tower or tower lighting, or repair or maintenance of any
transmission path object for voice or data radios including antennas, dishes, masts, tower top amplifiers,
transmission lines, tower services, climbs, or parts required to repair any equipment mounted on towers.
L3Harris has no responsibilities for any transmission medium, such as telephone lines, computer networks,
the internet or for Equipment malfunction caused by the transmission medium.
(c.) Excluded are services, hardware, or software, to resolve Software or Equipment problems resulting
from third party products or causes beyond L311ams' control or failure of Ci to perform Ci's responsibilities
set out in this Agreement.
(d.) Other exclusions may be defined in a SOW or other document attached to this Agreement.
8. WARRANTY.
ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A WORKMAN LIKE
MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, MHARRIS HEREBY DISCLAIMS AND CI
WAIVES ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES (WHETHER
EXPRESS, IMPLIED, OR STATUTORY), INCLUDING WITHOUT LIMITATION, ANY
33
WARRANTY OR CONDITION(A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NONINFRINGEMENT, TITLE, SATISFACTORY QUALITY, QUIET ENJOYMENT,
ACCURACY,
(B) ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN
THE INDUSTRY. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE DISCLAIMED, SUCH
WARRANTY IS LIMITED IN DURATION TO THE APPLICABLE EXPRESS WARRANTY PERIOD.
CI' S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE, AT
L3HARRIS' OPTION, RE -PERFORMANCE OF THE SERVICES; OR TERMINATION OF THIS
AGREEMENT; OR REMOVAL OF THE APPLICABLE EQUIPMENT FROM THE EQUIPMENT LIST
OR TERMINATION OF THE APPLICABLE SOW AND RETURN OF THE PORTION OF THE FEES
PAID TO L3HARRIS BY CI FOR SUCH NON- CONFORMING SERVICES.
9. LIMITATION OF LIABILITY.
NOTHING IN THIS AGREEMENT SHALL LIMIT L3HARRIS' OR ITS SUPPLIERS' LIABILITY FOR
(1) PERSONAL INJURY OR DEATH CAUSED BY ITS NEGLIGENCE; OR (2) L3HARRIS
LIABILITY IN THE TORT OF DECEIT OR FOR FRAUD. THE LIABILITY OF EITHER PARTY TO
THE OTHER 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 (1) AMOUNTS PAID OR PAYABLE BY CI TO L3HARRIS FOR THE 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. IN THE CASE
OF TRANSACTIONAL ADVANCED SERVICES PERFORMED UNDER A SOW, THE LIABILITY
OF EITHER PARTY SHALL BE LIMITED TO THE AMOUNT PAID OR PAYABLE BY CI TO
L311arris PURSUANT TO THE RELEVANT SOW DURING THE SIX (6) MONTHS PRECEDING THE
EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THE LIABILITY OF L3Harris
SHALL BE CUMULATIVE AND NOT PER INCIDENT. SUBJECT TO THE EXCEPTIONS SET OUT
IN THE FIRST PARAGRAPH OF THIS SECTION, IN NO EVENT SHALL EITHER PARTY OR ITS
SUPPLIERS 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 OR DAMAGES WERE FORESEEN, FORESEEABLE, KNOWN OR
OTHERWISE. BY ENTERING INTO THIS AGREEMENT CI DOES NOT (A) CONSENT TO SUTf,
OR (B) WAIVE ITS GOVERNMENTAL IMMUNITY OR THE LIMITATIONS AS TO DAMAGES.
10. COVERAGE, INTERFERENCE, AND THIRD -PARTY FACILITIES.
Representations concerning the distance at which usable radio signals will be transmitted and received by
the Equipment supplied hereunder shall not be binding upon 1,311arris unless reduced to a writing signed
by an authorized representative of 1,311arris and made a part of this Agreement. Radio systems are subject
to degradation of service from natural phenomena and other causes beyond the reasonable control of
L3Harris such as motor ignition and other electrical noises, and interference from other users assigned to
the same or adjacent frequencies. L311arris cannot be responsible for interference or disruption of service
caused by operation of other radio systems or by natural phenomena or by motor ignition or other
interference over which there is no reasonable control. Such interference and noise can be minimized by
addition (at Ci's expense) of corrective devices adapted for particular locations and installations. L3Harris
will make recommendations as to the use of such devices; however, total freedom from noise and
interference cannot be guaranteed.
In the event Ci utilizes facilities or services supplied by others such as common carrier services or shared
services, L311arris shall have no responsibility for the availability or adequacy of any such facilities or
services.
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11. INSURANCE.
1,31-larris shall obtain and at all times during the term of this Agreement keep in full force and effect
comprehensive general liability and auto liability insurance policies issued by a company or companies
licensed by the insurance department and authorized to do business in the State(s) of Ci's facilities where
with liability coverage provided for therein in the amounts of at least $1,000,000.00 CSL (Combined Single
Limits). Coverage afforded shall apply as primary. L31farris shall provide Notice of cancellation or
nonrenewal.
12. SPARE PARTS, END OF PRODUCTION.
(a.) If Spare Parts are required in the provision or execution of the Services, Ci shall be responsible for the
purchase of Spare Parts. 1,31-larris will assist Ci in determining the inventory of spares. Ci will order
Equipment spares in the same manner in which Ci orders other Equipment.
(b.) L3Harris will generally support provisioning of its Equipment for a period of five (5) years after final
production. L3Hanis will endeavor to provide six (6) months advance notice of the final production date.
Third Party equipment will be supported in accordance with the individual manufacturer's provisioning
policy. 1,311arris will utilize commercially reasonable efforts to assure Third Party spare parts and
equipment availability to support its Services under this Agreement. L31-lanis shall not be liable to Ci for
Third Party spare part and equipment obsolescence or unavailability under this Agreement beyond its
commercially reasonable efforts.
13. GENERAL.
(a.) L3Harris will comply with applicable Federal, State and local laws and regulations as of the date of this
Agreement which relate to equal employment opportunity (including applicable provisions of Executive
Order 11246, as amended), workmen's compensation, and the manufacture in L3Hanis's facilities of the
Equipment delivered hereunder (including applicable provisions of the Fair Labor Standards Act of 1938,
as amended). The price and, if necessary, delivery of any Equipment will be equitably adjusted to
compensate MHarris for the cost of compliance with laws or regulations except as specified above.
(b.) This Agreement shall be interpreted and the legal relations between the parties determined in
accordance with the laws of the State of Florida. The venue for any legal proceedings shall be in any state
or federal court in the State of Florida. The invalidity, in whole or in part, of any provision of this Agreement
shall not affect the validity or enforceability of any other provisions thereof.
(c.) L3Harris 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, emergency conditions incompatible with
safety or good quality workmanship, any similar unforeseen event that renders performance commercially
implausible, or work performed on L311anis Equipment by third parties not authorized by L3Harris to
perform such work. In the event such delays or failures interrupt 1,3Hanis' Services to Ci, L3Hanis shall
promptly notify Ci of the circumstances and the anticipated delay.
(d.) 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.
(e.) L311anis may subcontract service work. Should any subcontractor fail to perform, or their work
otherwise proves unsatisfactory, L311arris will arrange for continuing Services of the Equipment by
qualified technicians for the duration of this Agreement. L3Hanis shall be liable to Ci for any direct costs,
including the cost of obtaining altemate Services, if necessary, incurred by Ci for failure of any
subcontractor to satisfactorily perform the work required by this Agreement.
(£) All notices ("Notice") 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 on the Summary Page or any subsequent representative
for which Notice was provided pursuant to this section.
35
(g.) This Agreement may not be assigned without Notice of the other party, which consent shall not be
unreasonably withheld. However, L3Harris 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;
L3Harris shall provide Ci with Notice of any such assignment. L3Harris assignment of monies due or
payable under this Agreement will not relieve L3Harris of any obligations or responsibilities to Ci
hereunder.
DEFINITIONS
AGREEMENT. Means the Agreement Terms and Conditions, Summary Page, Definitions, Statement of
Work(s), Equipment List, and any other attachments, all of which are incorporated herein by reference.
COMMENCEMENT DATE. Means the date on which Services begin.
CUSTOMER Means the end-user entity, named in the Summary Page, purchasing Services for its own
internal use under this Agreement.
DEMAND SERVICES. Means service requests beyond the scope of and not defined in this Agreement
and will be performed at L3Harris' current rates.
DESIGNATED SYSTEM(S). Means the L3Harris system(s) purchased by Ci and identified in Equipment
List. The Designated System does not include Third Party Software products, excluded products or other
systems to which the Designated System may be linked.
EFFECTIVE DATE. Means the date on which the Agreement is signed by the last of the parties to sign
the Summary Page of this Agreement.
EQUIPMENT. Means the land mobile radio products and related systems, as listed in the Equipment List.
EQUIPMENT LIST. Means the specific, serialized list of Equipment to be covered as set forth in the
applicable SOW.
NON-L311ARRIS SOFTWARE. Means software whose copyright is owned by a party other than
L3Harris or its affiliated companies, including but not limited to the anti-virus updates, operating system
patches, and signature files.
RESPONSE TIMES. Means the expected timeframe to respond to unscheduled system problem or outage
event. Response Times are described in the applicable SOW. Response Times are based on the assumption
that the site is accessible by normal transportation methods and vehicles. On-site Response Time
requirements exclude site locations that require extensive drive time due to traffic conditions, obstructions,
distances, or site locations where specialized vehicles are required.
SECURITY UPDATES. Means software updates that mitigate, address and/or resolve product security
vulnerabilities in system components offered by L3Harris, including but not limited to, operating system
updates, antivirus signatures, and other security related Windows-based third -party updates (Microsoft
security patches, Red Hat Linux security patches, and vulnerability updates for third party products). These
updates may include non- L3Harris software patches and/or awork-around.
SECURITY UPDATE MANAGEMENT SERVICE ("SUMS"). Means L311arris' automated patch
management system that provides periodic, security -related software updates.
SERVICES. Means services to be provided by L3Harris as identified and more specifically described in
sows.
SOFTWARE. Means the proprietary computer software of 0Harris, owned exclusively by L3Hanis or
L3Harris' suppliers, as appropriate, and as further defined in and licensed to Customer pursuant to the terms
of the Software License Agreement.
SOFTWARE UPDATES. Means all L3Harris provided Software Updates to either WHarris designated
system components or Security Updates. Updates may contain enhancements and/or corrections to existing
features.
SPARE PART(S). Means required additional Equipment to be purchased by Customer for use to complete
repairs of critical Equipment.
STATEMENT OF WORK ("SOW"). Means the attached document(s) describing the Services to be
performed by MHarris.
SUMMARY REPORT. Means email, phone call, or other communication to indicate action taken.
36
TECH -LINK. Means L3Harris' secure web portal containing on-line support tools offered to Customer as
part of the applicable SOW. Access is restricted to authorized Customers via user 1D and password login.
TERMINALS. Means mobile radios, portable radios, control stations, vehicle repeaters, or back up
dispatch radios that consist of mobile or portable radios as their prime radio transmitter, as listed in the
Equipment List.
THIRD PARTY (IES). Means any entity other than L3Harris that provides products or services to
Customer, whether managed by or processed through L3Harris.
WORKING HOURS. Working Hours are defined as 8:00 a.m. to 5:00 p.m. Monday through Friday
excluding national holidays. Work performed outside of Working Hours is defined as Demand Services or
Other Services,
STATEMENT OF WORK ("SOW")
NOC Network Monitoring and Dispatch
This SOW is subject to the Agreement Terms and Conditions to which it is attached. The Equipment
covered by this SOW is contained in the attached Equipment List.
1.0 Description of Services
Services to be performed under this SOW are Network Monitoring and Dispatch Services for L311arris's
P25 and OpenSky communications systems by the Network Operations Center ("NOC").
1.1 Network Operations Center("NOC"):
1.1.1 NOC provides network infrastructure monitoring and site environmental monitoring to
assist Customer in managing and maintaining their communications systems. NOC is
staffed with qualified technical personnel and currently provides network monitoring for
P25 and OpenSky customers. NOC staff is alerted when alarm conditions occur in the
Customer's system, the Customer's system notifies NOC, and NOC technologists react to
such alarms per guidelines established with the Customer to define notification, escalation
and response plans based on alarm Table 1 Response Matrix.
1.12 L3Harris provides dedicated connectivity using Generic Routing Encapsulation crypto
tunneling technology from the Customer's system to the NOC. NOC technicians can
perform 24x7x365 monitoring of system elements as defined in the Radio Network
Monitor ("RNM") and covered in the Equipment List:
1.1.2.1 Packet routing network.
1.1.2.2 Controllers.
1.1.2.3 All servers.
1.1.2.4 Gateways.
1.1.2.5 Dispatch consoles.
1.1.2.6 RF Sites and environmental or housekeeping alarms.
1.1.2.7 Microwave/Tl/Fiber/4.9 GHz backhauls.
2.0 L3Harris Responsibilities:
2.1 Support for a network interface to the NOC via a secure connection.
2.2 Monitor the Customer's system/network on a 24x7x365 basis.
2.3 Upon detection of a system alarm condition per Table 1 Response Matrix, the NOC will
initiate a service ticket.
2.4 Notify Customer's single point of contact.
2.5 Coordinate dispatch of a local technician.
2.6 Support to L3Harris engineering staff, L311arris field technicians, subcontractors/vendors,
and authorized Customer's representatives.
2.7 Escalation to L311arris management when required.
2.8 Documentation of alarm activity, date/time of alarm, actions taken, and results of those
actions using Advanced Management Maintenance System incident logging which
provides:
37
2.8.1 Immediate recognition of noteworthy events.
2.8.2 Accurately documented data pertaining to the current issue.
2.8.3 Compare current incidents against past occurrences to assist with troubleshooting.
2.8.4 Determine appropriate assignment.
2.8.5 Accurately update with relevant information.
2.8.6 Real time email notifications to appropriate personnel customized to specific
equipment.
2.8.7 Real time web access to view work order status is available.
2.9 Monthly summary via email to customer documenting response activity.
3.0 Customer Responsibilities:
3.1 Provide Uflarris with a single point of contact to notify of issues to which L3Harris
responds.
3.2 Provide L311arris unlimited, safe, physical, and remote access to Customer sites and
equipment to support delivery of service.
3.3 Notify L3Harris when there is any activity that impacts the system, Equipment, or Services
including RNM system configuration changes.
3.4 Perform recommended preventive maintenance, software, and hardware updates.
3.5 Provide IT support for Generic Routing Encapsulation Tunnel termination at Routers and
Firewalls as required.
3.6 Provide a virtual private network or better connection for all systems.
3.7 Provide all necessary licensing and software for equipment to connect to and be monitored
by the UHarris RNM.
3.8 Customer's single point of contact will initiate a service request directly to the NOC,
through the toll-free telephone number (866) 537-7763 or the web -based service request
portal.
3.9 Provide 1,311arris with Customer information before commencing NOC services, which
include but are not limited to:
3.9.1 Issue notification preferences and procedure.
3.9.2 Repair process and procedure.
3.9.3 Escalation process and procedure documentation.
3.9.4 Completion of required RNM alarm mapping and reporting requirement
information for entire system.
3.10 Provide the following information to NOC when initiating a service request:
3. 10.1 Customer call back phone number.
3.10.2 Problem description and site location.
3.10.3 Customer assigned issue ID number.
3.10.4 Other pertinent information requested by NOC to open a service order.
3.11 Cooperate with BHarris to provide the Services described in this SOW.
4. Exclusions: Any system equipment not connected to L311arris' RNM or listed in the Equipment List.
38
Table 1: Response
Matrix
Any site inoperable
Severity
25% of system switches inoperable
24x7x365
Level 1
25% of site channels inoperable.
Within thirty (30) minutes to notify
.(Major
25% of dispatching capability is inoperable.
designated personnel.
Failures)
Any major alarm that is leading to an inoperabl
state of 25%.
Moderate issues that prevent a customer's
normal use of Equipment.
Severity; Level 2
Single site channel or subsystem inoperable
24x7x365
(1Vloderatefailures)
(single region)
Within thirty (30) minutes to notify
Individual dispatch console inoperable
designated personnel.
Individual dispatch control stations inoperable
Minor alarms that do not prevent or prohibit use o
Equipment.
Operational, parts, and configuration questions
Site environmental alarms
Next Business Dav
Severity
Intermittent problems being reviewed or
Within the next business day noti
Level 3.
monitored that are not resulting in a Severity
designated personnel.
(Non-
Level 1 or Level 2 issue.
Emergency)
Scheduled or routine maintenance
administrative issues.
Preventive maintenance protocol or questions.
EXCLUDED ITEMS
The SOWS listed above include the Services to be provided specifically on the Equipment listed above.
The below listed items are excluded from these Services. Customer may request that Ci perform services
on the below listed items and Ci will prepare a Demand Services quote to provide those services.
• Civil maintenance on Tower, Shelter, Fences, Landscaping and Environmental Systems.
• Not active spares equipment. Spare equipment used in active service are covered in the listing of
Covered Items.
• Software Installation or Services related to Software.
• Hardware or Software procurement, installation, or Services due to compatibility.
• Any other existing network or system infrastructure or equipment not provided by Ci.
• Logging recorders
39
0
COMMUNICATIONS
INTERNATIONAL
An Employee Owned Company
Communications International, Inc.
2150 15th Ave
VERO BEACH, FL 32960
Bill to
IRC Emergency Services - EOC
Emergency Services Dept
Radio Systems Manager
4225 43rd Avenue
VERO BEACH, FL 32967
IRC Emergency Services - EOC
Quotation Page
Quotation ID
Date
Expiration date
Terms
Salesperson
E-mail
Delivery address
IRC Emergency Services - EOC
Emergency Services Dept
Radio Systems Manager
4225 43rd Avenue
VERO BEACH, FL 32967
1 of 1
Q00037330
03/20/2025
04/19/2025
N30
Jeffery L Willingham
jwillingham@ask4ci.com
Line
Item Description Quantity Price Discount Net Price Extended Price
L3Harris Software Services Oct 1st, 2025 to 1.00 131,513.33
Sept 30th, 2026
Includes part numbers below
Premium Tachnical Support (PTS), Renewal Support YR-S22B
Security Update Management (SUMS) E -Delivery YR-SZ9F
Software Managed Services (SMS) E- Delivery YR-GS5N
L3Harris Software Services Oct 1st, 2026 to 1.00 250,150.00
Sept 30th, 2027
Includes part numbers below
Premium Tachnical Support (PTS), Renewal Support YR-S22B
Security Update Management (SUMS) E -Delivery YR-SZ9F
Software Managed Services (SMS) E- Delivery YR-GS5N
L3Harris Software Services Oct 1st, 2027 to 1.00 84,516.00
Sept 30th, 2028
Includes part numbers below
Premium Tachnical Support (PTS), Renewal Support YR-SZ26
Security Update Management (SUMS) E -Delivery YR-SZ9F
Software Managed Services (SMS) E- Delivery YR-GS5N
Order Acceptance - Please sign below
Signature
Printed name John A. Titkanich, Jr.
Date
0%
0%
0%
131,513.33
250,150.00
84,516.00
131,513.33
250,150.00
84,516.00
Pre-tax Total $466,179.33
This quotation does not include tax
Applicable taxes will be calculated during invoicing
Not an Invoice — Do Not Pay
By signing this quotation and/or submitting a purchase order pursuant to this quotation you acknowledge that you have read and agree to be bound by
Communications International, Inc.'s terms and conditions of sale, service, and technical support. Orders may be subject to shipping & handling
charges. All warranties are manufacturers warranties. Terms and Conditions: www.ask4ci.com/termsandconditions
This proposal does not reflect (include) material/labor cost escalations beyond a standard inflationary rate (SIR) of 6.5%. We reserve the right to
recover cost impacts above (SIR).
Equipment will be invoiced upon delivery.