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HomeMy WebLinkAbout2003-084 D Sequoia Voting Systems, Inc. rev: 03/31 /2003 SEQroUOIA y4 03 Nng systems @ 0 3 .6 g4 AVC Edge Extended Warranty Agreement This AVC EDGE® hardware warranty agreement ( "Agreement") is made this 2nd day of January, 2003 by and between Sequoia Voting Systems , Inc, a Delaware Corporation, having its principal place of business at 7677 Oakport Drive, Oakland, CA ( " Sequoia") and Indian River County, Florida, having its principal place of business at 1840 - 25th Street, Suite N- 109 , Vero Beach, Florida 32960 ( " Customer" ) . The equipment described in Attachment I shall be covered by the AVC EDGE® extended warranty for the period of one year, from January 1 , 2003 through December 31 , 2003 . Scone of Service This extended warranty shall include the following : 1 . Sequoia will provide all repair parts to replace those which have been broken through normal wear and tear, as determined by Sequoia Voting Systems„ without charge to the Customer as long as this Agreement remains in force . Defective components or materials should be returned at the Customer's expense to Sequoia in accordance with Sequoia's instructions , upon receipt from Sequoia of a Return Material Authorization Number ( "RMA " ) and shipping instructions . Goods returned in accordance with the foregoing procedures shall be replaced or repaired, at the option of Sequoia, and returned to the Customer via United Parcel Service within 30 days and where possible at least 14 days prior to an election. Special handling on expedited shipments shall be at the customer's expense . 2 . Sequoia will provide telephone support to answer questions on equipment use or repair during normal business days between 8 : 00 a. m . and 5 : 00 p . m. EST . 3 . Sequoia will waive the tuition for its normally scheduled training classes . 4 . Sequoia will provide to the Customer software upgrades, which may become available from time to time . Such upgrades shall be installed by the Customer. They shall be at no cost, unless additional or new program or configuration chips are necessary, in which case the Customer shall purchase such chips at the cost then in effect. Price and Payment In consideration of the above services , the Customer shall pay Sequoia $ 50 . 00 per machine . This shall be payable in advance and shall be due within 30 days of invoicing. Should Customer fail to pay billings or other charges as may be called for under this Contract within thirty (30) days of the submission of the invoice, Sequoia may, at its option, refuse to continue service of the equipment. Limitations 1 . This agreement does not require Sequoia to repair or replace : A . paper, seals , batteries, or other consumable parts or supplies, Page 1 Sequoia Voting Systems , Inc. rev: 03/31 /2003 SEQwUtrng syrtOIA ems a B . products which have been repaired or altered by persons other than those expressly approved in writing by Sequoia, C . products from which the serial numbers have been removed, defaced or changed, D . products damaged as a result of accident, disaster, theft, vandalism, neglect, abuse , use of any product for a purpose other than the purpose for which it is designed or use not in accordance with instructions furnished by Sequoia, E . products which have been subjected to physical , mechanical or electrical stress or alteration or any conversion by persons other than those expressly approved in writing by Sequoia, F . products used by any person other than Customer' s employees or persons under Customer's direct supervision, G. equipment that in Sequoia's reasonable opinion cannot be repaired to a maintainable condition. 2 . Sequoia will not be liable for any failure to delay in performance in whole or in part to any cause beyond Sequoia's control , including but not limited to work stoppages , fires , civil disobedience, riots, rebellions, acts of God and similar occurrences . 3 . There are no express or implied warranties , including the implied warranties of merchantability and fitness for a particular purpose, not specified herein respecting this Agreement for the equipment and services provided. 4 . Sequoia reserves the right to inspect all equipment, at the Customer's expense, to be covered under this Agreement to determine that it is in good mechanical conditions on the effective date of this Agreement. Should the equipment require repair or overhaul for acceptance under this Agreement, such repairs, if requested, will be made at Sequoia's then current hourly rate plus parts . Sequoia reserves the right to discontinue this Agreement on any machine for the following reasons A. the machine is not being used in accordance with intended purposes B . abuse of equipment by the operators C . equipment requires shop repair or overhaul, but approval to proceed has been denied by Customer. 5 . Customer's exclusive remedy and Sequoia's entire liability in Contract, tort or otherwise, will be to make all necessary adjustments and repairs, (or at Sequoia's option replace or substitute equipment) to keep the equipment in good operating condition in accordance with the manufacturer's policies then in effect. 6 . In no event will Sequoia be liable for any indirect, special or consequential damages arising out of this Agreement or the use of any equipment and services provided under this Agreement. Page 2 Sequoia Voting Systems , Inc. rev: 03/31 /2003 SEQUOIA wting systems Miscellaneous 1 , General Confidentiality Customer agrees that during the term of this Agreement it shall not disclose any information, and shall take all reasonable precautions to prevent disclosure of any information, regarding the content of this Agreement or performance to any third party, to the extent allowed by Florida law. 2 . Waiver Any waiver by either party of any provision of this Agreement must be in writing, and shall not imply subsequent waiver of that or any other provision. 3 . Notices Except as otherwise noted in this Agreement, any notice, demand or request or other communication required to be given by either party to the other party pursuant to this Agreement shall be in writing and shall be mailed by first class, registered or certified mail , return receipt requested, or transmitted by hand delivery, telegram or telex, to the appropriate addresses first set forth above, or to such other address as either party may hereinafter substitute by written notice given in the manner prescribed in this paragraph. Notice shall be deemed given three (3 ) days after mailed, or at such time as it is actually delivered to the addressee or such attempted delivery is refused by the addressee . 4 . Complete Agreement This Agreement, including the attached exhibits, embodies the entire contractual agreement of the parties with respect to the subject matter hereof. This Agreement cannot be modified except by written agreement signed by all parties hereto . 5 . Assignment Customer may not, without Sequoia's prior written consent, assign or otherwise transfer this Agreement or any of Customer's rights or obligations under this Agreement, to a third party. Sequoia shall have the right to subcontract the performance of all services specified in the Agreement to a third party. 6 . Governing Law This agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit by any party against another party or otherwise arising out of this agreement shall be in Indian River County, Florida, and in the event of federal jurisdiction, in the United States District Court for the Southern District of Florida. Sequoia V tin s ems, Inc. Inde River County, Florida c "71; Zile By : Phil F ter By : Ken Macht BCC Approved : April 8 , 2003 Its : Vice Presi ent — Corporate Strategy Its : Chairman, Board of County Commissioners Approved a/ to form and legal sufficiencc 3 By age Terrence P . O ' Brien Sequoia Voting Systems, Inc. rev: 03/31 /2003 SEQUOIA • w6ng systems Date : February 11 , 2003 Date : February 11 , 2003 Attachment I AVC EDGE® Extended Maintenance Coverage Serial Numbers Purchase Date 9761 - 10180 November, 2000 Page 4 Sequoia Voting Systems, Inc. rev: 03/31 /2003 SEQUOIA • wNng systems Sequoia 400-C Optical Scan Ballot Counter Extended Warranty Agreement This Sequoia 400-C Optical Scan Ballot Counter(400-C) hardware warranty agreement ("Agreement ") is made this 2nd day of January, 2003 by and between Sequoia Voting Systems, Inc, a Delaware Corporation, having its principal place of business at 7677 Oakport Drive, Oakland, CA (" Sequoia") and Indian River County, Florida, having its principal place of business at 1840 - 25th Street, Suite N- 109 , Vero Beach, Florida 32960 ( " Customer") . The equipment described in Attachment I shall be covered by the 400-C extended warranty for the period of one year, from January 1 , 2003 through December 31 , 2003 . Scope of Service This extended warranty shall include the following : 1 . Sequoia will provide all repair parts to replace those which have been broken through normal intended use, as determined by Sequoia Voting Systems, without charge to the Customer as long as this Agreement remains in force . Defective components or materials should be returned at Sequoia's expense to Sequoia in accordance with Sequoia's instructions , upon receipt from Sequoia of a Return Material Authorization Number ( " RMA ") and shipping instructions . Goods returned in accordance with the foregoing procedures shall be replaced or repaired, at the option of Sequoia, and returned to the Customer via United Parcel Service within 30 days and where possible at least 14 days prior to an election. Special handling on expedited shipments shall be at the customer's expense . 2 . Replacement Parts will be replaced on scheduled maintenance trips by Sequoia technicians . . 3 . One Preventative Maintenance Inspection per year by Sequoia at a mutually decided time and date . 4 . Sequoia will provide telephone support to answer questions on equipment use or repair during normal business days between 8 : 00 a.m. and 5 : 00 p.m. EST. 5 . Sequoia will waive the tuition for its normally scheduled training classes . 6 . Sequoia will provide to the Customer software upgrades, which may become available from time to time. Such upgrades shall be installed by the Customer. They shall be at no cost. Price and Payment In consideration of the above services, the Customer shall pay Sequoia $4, 000 . 00 per 400-C . This shall be payable in advance and shall be due within 30 days of invoicing . Should Customer fail to pay billings or other charges as may be called for under this Contract within thirty (30) days of the submission of the invoice, Sequoia may, at its option, refuse to continue service of the equipment. Page 1 Sequoia Voting Systems , Inc. rev: 03/31 /2003 SEQUOIA • whn9 systems Limitations 1 . This agreement does not require Sequoia to repair or replace : A . paper, seals , batteries, or other consumable parts or supplies, B . products which have been repaired or altered by persons other than those expressly approved in writing by Sequoia, C . products from which the serial numbers have been removed, defaced or changed, D . products damaged as a result of accident, disaster, theft, vandalism, neglect, abuse, use of any product for a purpose other than the purpose for which it is designed or use not in accordance with instructions furnished by Sequoia, E . products which have been subjected to physical , mechanical or electrical stress or alteration or any conversion by persons other than those expressly approved in writing by Sequoia, F . products used by any person other than Customer's employees or persons under Customer's direct supervision, G. equipment that in Sequoia's reasonable opinion cannot be repaired to a maintainable condition. 2 . Sequoia will not be liable for any failure to delay in performance in whole or in part to any cause beyond Sequoia's control, including but not limited to work stoppages , fires, civil disobedience, riots, rebellions, acts of God and similar occurrences . 3 . There are no express or implied warranties , including the implied warranties of merchantability and fitness for a particular purpose, not specified herein respecting this Agreement for the equipment and services provided . 4 . Sequoia reserves the right to inspect all equipment, at the Customer's expense , to be covered under this Agreement to determine that it is in good mechanical conditions on the effective date of this Agreement. Should the equipment require repair or overhaul for acceptance under this Agreement, such repairs, if requested, will be made at Sequoia's then current hourly rate plus parts . Sequoia reserves the right to discontinue this Agreement on any machine for the following reasons A. the machine is not being used in accordance with intended purposes B . abuse of equipment by the operators C . equipment requires shop repair or overhaul, but approval to proceed has been denied by Customer. 5 . Customer's exclusive remedy and Sequoia's entire liability in Contract, tort or otherwise, will be to make all necessary adjustments and repairs, (or at Sequoia's option replace or substitute equipment) to keep the equipment in good operating condition in accordance with the manufacturer's policies then in effect. 6 . In no event will Sequoia be liable for any indirect, special or consequential damages arising out of this Agreement or the use of any equipment and services provided under this Agreement. Page 2 Sequoia Voting Systems, Inc. rev: 03/31 /2003 SEQUOIA • w6ng systems Miscellaneous 1 , General Confidentiality Customer agrees that during the term of this Agreement it shall not disclose any information, and shall take all reasonable precautions to prevent disclosure of any information, regarding the content of this Agreement or performance to any third party, to the extent allowed by Florida law. 2 . Waiver Any waiver by either party of any provision of this Agreement must be in writing, and shall not imply subsequent waiver of that or any other provision . 3 . Notices Except as otherwise noted in this Agreement, any notice, demand or request or other communication required to be given by either party to the other party pursuant to this Agreement shall be in writing and shall be mailed by first class, registered or certified mail , return receipt requested, or transmitted by hand delivery, telegram or telex, to the appropriate addresses first set forth above, or to such other address as either party may hereinafter substitute by written notice given in the manner prescribed in this paragraph. Notice shall be deemed given three (3 ) days after mailed, or at such time as it is actually delivered to the addressee or such attempted delivery is refused by the addressee . 4 . Complete Agreement This Agreement, including the attached exhibits, embodies the entire contractual agreement of the parties with respect to the subject matter hereof. This Agreement cannot be modified except by written agreement signed by all parties hereto . 5 . Assignment Customer may not, without Sequoia's prior written consent, assign or otherwise transfer this Agreement or any of Customer's rights or obligations under this Agreement, to a third party. Sequoia shall have the right to subcontract the performance of all services specified in the Agreement to a third party. 6 . Governing Law This agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit by any party against another party or otherwise arising out of this agreement shall be in Indian River County, Florida, and in the event of federal jurisdiction, in the United States District Court for the Southern District of Florida. S uoi Vo ' y terns, I c. In n River County, Florida By: Phil ter By : Ken Macht BCC Approved : April 8 , 2003 Its : Vice President — Corporate Strategy Its : Chairman, Board of County Approvel to fo d legal sufficienc By : . -- - ,� gage 3 Terrence P . O ' Brien