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HomeMy WebLinkAbout2006-017 SERVICE AGREEMENT ( V � 7 This is a service Agreement between Replay Systems ( Replay Systems) and Indian River County, a political subdivision of the State of Florida (hereinafter referred to as the Purchaser) . The Agreement outlines the conditions whereby Replay Systems will provide service for the equipment identified in appendix 2 . 1 . TERM The initial term of this Agreement shall be one ( 1 ) year from the date this Agreement is approved by Purchaser, subject to early termination in accordance with its terms . This Agreement may be renewed by mutual agreement of the parties for two (2) additional terms of one ( 1 ) year each, subject to early termination in accordance with its terms . 2 . SERVICE Level Three Service is provided at a charge of $ 3 , 952 . 14 . Replay Systems agrees to provide 24 hour telephone consultation , 365 days a year . Replay Systems agrees to provide local on - site service to Purchaser Monday - Friday, 8 : 00 a . m . - 5 : 00 p . m . , local time , except for holidays listed in Appendix 1 . Replay Systems Service Technicians dispatched by the Replay Systems Service Headquarters are to arrive at the Purchaser' s place of business within 24 hours from notification by the customer of a known or suspected failure of one or more pieces of equipment covered by this agreement . Replacement parts will be furnished and installed by Replay Systems Service Personnel at no extra charge . The parts replaced become the property of Replay Systems . Component parts , assemblies , or subassemblies may be replaced with new or refurbished items at Replay Systems ' option . If parts must be replaced due to causes other than normal wear and tear, Replay Systems will charge the price in effect at the time for such parts and all reasonable expenses associated with Replay Systems' cost to replace said parts , in which case the parts replaced become the property of the Purchaser. In the event that a required spare part is not locally available and the failed part cannot be repaired by the local Service Technician , parts will be shipped immediately by Replay Systems or its supplier via 24 - hour express service to arrive the next morning following notification ( Monday through Saturday) , contingent on such notice being provided prior to 4 : 00 p . m . Eastern time . When notification is received after this time , the parts will be shipped no later than the following morning . If it is determined by Replay Systems ' Service Manager that a particular replacement part is critical for the system to be operational , The Manager may decide to ship such part via the same day airline service . In the case of a weekend emergency , notification prior to 2 : 00 p . m . Saturday enables Monday a . m . delivery . Replay Systems will deliver and install , at no additional cost, hardware and software Field Engineering Change Orders on the equipment covered by this agreement . Under this Service Agreement, Replay Systems resolves to work toward giving your System availability approaching 100% . In order to do this , Replay Systems may , based on technical judgments made by Replay Systems Service Personnel , request to be able to monitor machine functions via its Remote Diagnostic Facility ( RDF) , but always with prior knowledge, approval , and cooperation of the Purchaser. At such time Replay Systems may also make changes to the resident software , but never in a way that would knowingly disrupt normal operations , violate security , or disturb the purchaser's records . In addition , Replay Systems may, from time to time, recommend and initiate replacement of suspect component parts at no expense to the Purchaser, but with their planned cooperation regarding replacement work. This will always be done with every intention of minimizing disruption . Finally, if Replay Systems deems it advisable for a Factory Service Technician to visit and perform machine or operational remediation on-site, such a trip will be initiated by Replay Systems , but with the full knowledge and cooperation of the purchaser . The full expenses for such travel including per diem , living expenses and all incidental costs relating to either the trip or the service work will be paid by Replay Systems resulting in no cost to the Purchaser . An exception to this is if it is determined that the problem developed from a part damaged by causes other than normal wear and tear, in which case travel expenses shall not exceed those set forth in Section 112 . 061 , Florida Statutes (2001 ) , as maybe amended . The purchaser will maintain the environmental conditions as specified by Replay Systems on - site representatives . These conditions will be within the common environmental range of all system components . SERVICE AGREEMENT ( V � 7 This is a service Agreement between Replay Systems ( Replay Systems) and Indian River County, a political subdivision of the State of Florida (hereinafter referred to as the Purchaser) . The Agreement outlines the conditions whereby Replay Systems will provide service for the equipment identified in appendix 2 . 1 . TERM The initial term of this Agreement shall be one ( 1 ) year from the date this Agreement is approved by Purchaser, subject to early termination in accordance with its terms . This Agreement may be renewed by mutual agreement of the parties for two (2) additional terms of one ( 1 ) year each, subject to early termination in accordance with its terms . 2 . SERVICE Level Three Service is provided at a charge of $ 3 , 952 . 14 . Replay Systems agrees to provide 24 hour telephone consultation , 365 days a year . Replay Systems agrees to provide local on - site service to Purchaser Monday - Friday, 8 : 00 a . m . - 5 : 00 p . m . , local time , except for holidays listed in Appendix 1 . Replay Systems Service Technicians dispatched by the Replay Systems Service Headquarters are to arrive at the Purchaser' s place of business within 24 hours from notification by the customer of a known or suspected failure of one or more pieces of equipment covered by this agreement . Replacement parts will be furnished and installed by Replay Systems Service Personnel at no extra charge . The parts replaced become the property of Replay Systems . Component parts , assemblies , or subassemblies may be replaced with new or refurbished items at Replay Systems ' option . If parts must be replaced due to causes other than normal wear and tear, Replay Systems will charge the price in effect at the time for such parts and all reasonable expenses associated with Replay Systems' cost to replace said parts , in which case the parts replaced become the property of the Purchaser. In the event that a required spare part is not locally available and the failed part cannot be repaired by the local Service Technician , parts will be shipped immediately by Replay Systems or its supplier via 24 - hour express service to arrive the next morning following notification ( Monday through Saturday) , contingent on such notice being provided prior to 4 : 00 p . m . Eastern time . When notification is received after this time , the parts will be shipped no later than the following morning . If it is determined by Replay Systems ' Service Manager that a particular replacement part is critical for the system to be operational , The Manager may decide to ship such part via the same day airline service . In the case of a weekend emergency , notification prior to 2 : 00 p . m . Saturday enables Monday a . m . delivery . Replay Systems will deliver and install , at no additional cost, hardware and software Field Engineering Change Orders on the equipment covered by this agreement . Under this Service Agreement, Replay Systems resolves to work toward giving your System availability approaching 100% . In order to do this , Replay Systems may , based on technical judgments made by Replay Systems Service Personnel , request to be able to monitor machine functions via its Remote Diagnostic Facility ( RDF) , but always with prior knowledge, approval , and cooperation of the Purchaser. At such time Replay Systems may also make changes to the resident software , but never in a way that would knowingly disrupt normal operations , violate security , or disturb the purchaser's records . In addition , Replay Systems may, from time to time, recommend and initiate replacement of suspect component parts at no expense to the Purchaser, but with their planned cooperation regarding replacement work. This will always be done with every intention of minimizing disruption . Finally, if Replay Systems deems it advisable for a Factory Service Technician to visit and perform machine or operational remediation on-site, such a trip will be initiated by Replay Systems , but with the full knowledge and cooperation of the purchaser . The full expenses for such travel including per diem , living expenses and all incidental costs relating to either the trip or the service work will be paid by Replay Systems resulting in no cost to the Purchaser . An exception to this is if it is determined that the problem developed from a part damaged by causes other than normal wear and tear, in which case travel expenses shall not exceed those set forth in Section 112 . 061 , Florida Statutes (2001 ) , as maybe amended . The purchaser will maintain the environmental conditions as specified by Replay Systems on - site representatives . These conditions will be within the common environmental range of all system components . Service Agreement Page Two 3 . TITLE Title to all documentation and software relating to the covered equipment, shall remain with Replay Systems or its supplier . The Purchaser, as licensee , acknowledges that all such documentation and software are proprietary and confidential , and will hold in confidence all such information , except as may be required by the Florida public records law . Consequently , Replay Systems , or its supplier, will retain full title to the software . The Purchaser will have the right to use such software as long as it owns the product, and agrees to hold in confidence, except as may be required by the Florida public records law, all technical and trade secret information including, without limitation , the content of and information relating to software , including source code, object code , software updates supplied by Replay Systems in respect thereto and all subsequent modifications of code made by Replay Systems pursuant to maintenance and/or diagnostic evaluation . The purchaser ensures that access to such information will be limited to employees who, in the Purchaser ' s opinion , must have access in order to use the system effectively . 4 . EXCLUSIONS Replay Systems ' services to the Purchaser do not include : a . Electrical work external to the equipment; b . Maintenance of accessories , attachments , machines , or other devises not furnished by Replay Systems ; C . Repair of damages resulting from accident, neglect, or misuse , fluctuations of temperature or humidity , failure of electrical power, lightening, or causes other than ordinary use , or resulting from maintenance or repair of the equipment by persons other than Replay Systems personnel or its authorized representatives ; d . Painting or refinishing, making specific changes , or performing services connected with relocation of equipment ; e . Adding or removing accessories , attachments , or other devices ; f Services rendered impractical due to alterations to the equipment or because of electrical connection to equipment not supplied by Replay Systems . 5 . CHARGES Charges for service provided under this Service Agreement are invoiced on an annual basis and are payable upon receipt of invoice . The first annual Service Agreement becomes effective immediately following the warranty period , contingent upon receipt of payment in full . If the continuity of Warranty/Service Agreement coverage is interrupted due to non -receipt of payment from the Purchaser, Replay Systems may require an on - site evaluation in order to determine the condition of the Purchaser' s equipment before a new Service Agreement goes into effect. The cost of parts , labor, and travel to evaluate the equipment under these circumstances , and all expenses incurred in order to return the system to serviceable standards of operation as deemed necessary by Replay Systems , will be responsibility of the Purchaser, except that travel expenses shall not exceed those set forth in Section 112 . 061 , Florida Statutes (2001 ) ; as may be amended . 6 . GENERAL a . Replay Systems ' obligations hereunder are subject to delays caused by labor difficulties , fires , casualties and accidents, acts of the elements , acts of a public enemy , transportation difficulties, inability to obtain its equipment, materials , or qualified labor sufficient to fill its orders ; government interference or regulations ; and other causes beyond Replay Systems ' control . b . Any or all of Replay Systems' rights or obligations under this Service Agreement may be assigned by Replay Systems with notice to the Purchaser, and will be exercised by any assignee thereof. Service Agreement Page Two 3 . TITLE Title to all documentation and software relating to the covered equipment, shall remain with Replay Systems or its supplier . The Purchaser, as licensee , acknowledges that all such documentation and software are proprietary and confidential , and will hold in confidence all such information , except as may be required by the Florida public records law . Consequently , Replay Systems , or its supplier, will retain full title to the software . The Purchaser will have the right to use such software as long as it owns the product, and agrees to hold in confidence, except as may be required by the Florida public records law, all technical and trade secret information including, without limitation , the content of and information relating to software , including source code, object code , software updates supplied by Replay Systems in respect thereto and all subsequent modifications of code made by Replay Systems pursuant to maintenance and/or diagnostic evaluation . The purchaser ensures that access to such information will be limited to employees who, in the Purchaser ' s opinion , must have access in order to use the system effectively . 4 . EXCLUSIONS Replay Systems ' services to the Purchaser do not include : a . Electrical work external to the equipment; b . Maintenance of accessories , attachments , machines , or other devises not furnished by Replay Systems ; C . Repair of damages resulting from accident, neglect, or misuse , fluctuations of temperature or humidity , failure of electrical power, lightening, or causes other than ordinary use , or resulting from maintenance or repair of the equipment by persons other than Replay Systems personnel or its authorized representatives ; d . Painting or refinishing, making specific changes , or performing services connected with relocation of equipment ; e . Adding or removing accessories , attachments , or other devices ; f Services rendered impractical due to alterations to the equipment or because of electrical connection to equipment not supplied by Replay Systems . 5 . CHARGES Charges for service provided under this Service Agreement are invoiced on an annual basis and are payable upon receipt of invoice . The first annual Service Agreement becomes effective immediately following the warranty period , contingent upon receipt of payment in full . If the continuity of Warranty/Service Agreement coverage is interrupted due to non -receipt of payment from the Purchaser, Replay Systems may require an on - site evaluation in order to determine the condition of the Purchaser' s equipment before a new Service Agreement goes into effect. The cost of parts , labor, and travel to evaluate the equipment under these circumstances , and all expenses incurred in order to return the system to serviceable standards of operation as deemed necessary by Replay Systems , will be responsibility of the Purchaser, except that travel expenses shall not exceed those set forth in Section 112 . 061 , Florida Statutes (2001 ) ; as may be amended . 6 . GENERAL a . Replay Systems ' obligations hereunder are subject to delays caused by labor difficulties , fires , casualties and accidents, acts of the elements , acts of a public enemy , transportation difficulties, inability to obtain its equipment, materials , or qualified labor sufficient to fill its orders ; government interference or regulations ; and other causes beyond Replay Systems ' control . b . Any or all of Replay Systems' rights or obligations under this Service Agreement may be assigned by Replay Systems with notice to the Purchaser, and will be exercised by any assignee thereof. Service Agreement Page Three C . Replay Systems reserves the right to modify or delete any term of this Service Agreement effective as of any anniversary date of the Agreement by giving thirty (30) days prior written notice to the Purchaser . The Purchaser may then elect to accept the Agreement with such modification (s) or deletion (s) , or to terminate the Agreement. Failure by the Purchaser to terminate within thirty-day notice period will signify acceptance of the Agreement as amended ; provided, however, that the Purchaser may by written notice to Replay Systems elect to delay termination for up to sixty (60 ) days following the thirty-day notice period . As used in this Section , the term " modification " includes, without limitation , changes in price, term , or the character or extent of service, including withdrawal of support for particular hardware or software systems or subsystems . d . This agreement may be entered into only by, and may be modified/canceled only by a writing signed by, both parties , except that the Purchaser may unilaterally cancel this agreement upon 30 days notice . The Purchaser and Replay Systems have caused this Agreement to be executed by a duly authorized representative of each of us on the date below his/her signature . This Service Agreement replaces and supersedes any previous Service Agreement between the parties , and constitutes the entire Service Agreement between the parties with respect to the subject matter hereof. IN WITNESS WHEREOF, the parties have executed this Service Agreement by their duty authorized representatives . SELLER : PURCHASER : REPLAY SYSTEMS INDIAN RIVER COUNTY 6555 NW 91 h AVE . , STE . 105 1840 25 `h ST . FORTLAUDERDALE , F 33309 VERO BEACH , FL 32960 n cott ur entL) PRINTED NAME/TITLE : Joseph A . Baird // County Administrator DATE : � / / � p DATE : Attest : � �GY• By : p/�oci Deputy Clerk r At� County Attorney Service Agreement Page Three C . Replay Systems reserves the right to modify or delete any term of this Service Agreement effective as of any anniversary date of the Agreement by giving thirty (30) days prior written notice to the Purchaser . The Purchaser may then elect to accept the Agreement with such modification (s) or deletion (s) , or to terminate the Agreement. Failure by the Purchaser to terminate within thirty-day notice period will signify acceptance of the Agreement as amended ; provided, however, that the Purchaser may by written notice to Replay Systems elect to delay termination for up to sixty (60 ) days following the thirty-day notice period . As used in this Section , the term " modification " includes, without limitation , changes in price, term , or the character or extent of service, including withdrawal of support for particular hardware or software systems or subsystems . d . This agreement may be entered into only by, and may be modified/canceled only by a writing signed by, both parties , except that the Purchaser may unilaterally cancel this agreement upon 30 days notice . The Purchaser and Replay Systems have caused this Agreement to be executed by a duly authorized representative of each of us on the date below his/her signature . This Service Agreement replaces and supersedes any previous Service Agreement between the parties , and constitutes the entire Service Agreement between the parties with respect to the subject matter hereof. IN WITNESS WHEREOF, the parties have executed this Service Agreement by their duty authorized representatives . SELLER : PURCHASER : REPLAY SYSTEMS INDIAN RIVER COUNTY 6555 NW 91 h AVE . , STE . 105 1840 25 `h ST . FORTLAUDERDALE , F 33309 VERO BEACH , FL 32960 n cott ur entL) PRINTED NAME/TITLE : Joseph A . Baird // County Administrator DATE : � / / � p DATE : Attest : � �GY• By : p/�oci Deputy Clerk r At� County Attorney APPENDIX I HOLIDAY SCHEDULE Holiday New Year' s Day Good Friday Memorial Day Independence Day Labor Day Thanksgiving Day Day Alter Thanksgiving Christmas Eve Christmas Day APPENDIX I HOLIDAY SCHEDULE Holiday New Year' s Day Good Friday Memorial Day Independence Day Labor Day Thanksgiving Day Day Alter Thanksgiving Christmas Eve Christmas Day APPENDIX II EQUIPMENT LIST * RACAL WORDNET SERIES II RECORDING SYSTEM LOCATED AT VERO BEACH POLICE DEPARTMENT * Excludes Tapes , DVDs , headsets, telephone couplers or logger patches APPENDIX II EQUIPMENT LIST * RACAL WORDNET SERIES II RECORDING SYSTEM LOCATED AT VERO BEACH POLICE DEPARTMENT * Excludes Tapes , DVDs , headsets, telephone couplers or logger patches ADDENDUM TO AGREEMENT BETWEEN REPLAY SYSTEMS , INC . ( " REPLAY SYSTEMS " ) , AND INDIAN RIVER COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA (" PURCHASER" ) , DATED JANUARY 7 , 2006 1 . Insurance Replay Systems shall , at least ten ( 10 ) days prior to the commencement of operations under this agreement, provide to the Purchaser a certificate of commercial general liability insurance with a reputable insurance company authorized to issue insurance policies in the State of Florida, subject to approval by the Purchaser ' s risk manager, in an amount not less than $ 1 , 000 , 000 combined single limit for bodily injury and property damage , including coverage for premises/operations , products/completed operations , contractual liability, and independent contractors , in accordance with Indian River County ' s Administrative Policy Manual . Replay Systems shall , at least ten ( 10) days prior to the commencement of operations under this agreement, provide to the Purchaser a certificate of business auto liability insurance with a reputable insurance company authorized to issue insurance policies in the State of Florida, subject to approval by the Purchaser ' s risk manager, in an amount not less than $ 1 , 000 , 000 per occurrence combined single limit for bodily injury and property damage, including coverage for owned autos and other vehicles , hired autos and other vehicles , non- owned autos and other vehicles , in accordance with Indian River County ' s Administrative Policy Manual . The commercial general liability and auto liability insurance policies shall name Indian River County, a political subdivision of the State of Florida, as an additional insured . In addition, Replay Systems shall , at least ten ( 10) days prior to the commencement of operations under this agreement, provide to the Purchaser a certificate of worker ' s compensation insurance , including employer ' s liability , with a reputable insurance company authorized to issue insurance policies in the State of Florida, subject to approval by Indian River County ' s risk manager, with a limit of $ 100 , 000 per accident , $ 500 , 000 disease (policy limit) , and $ 100 , 000 disease (each employee) in compliance with all state and federal laws , and in accordance with Indian River County ' s Administrative Policy Manual . Replay Systems shall provide to the Purchaser at least thirty (30 ) days ' written notice by registered mail, return receipt requested, addressed to Indian River County ' s risk manager, prior to cancellation or modification of any required insurance . 2 . Indemnification ADDENDUM TO AGREEMENT BETWEEN REPLAY SYSTEMS , INC . ( " REPLAY SYSTEMS " ) , AND INDIAN RIVER COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA (" PURCHASER" ) , DATED JANUARY 7 , 2006 1 . Insurance Replay Systems shall , at least ten ( 10 ) days prior to the commencement of operations under this agreement, provide to the Purchaser a certificate of commercial general liability insurance with a reputable insurance company authorized to issue insurance policies in the State of Florida, subject to approval by the Purchaser ' s risk manager, in an amount not less than $ 1 , 000 , 000 combined single limit for bodily injury and property damage , including coverage for premises/operations , products/completed operations , contractual liability, and independent contractors , in accordance with Indian River County ' s Administrative Policy Manual . Replay Systems shall , at least ten ( 10) days prior to the commencement of operations under this agreement, provide to the Purchaser a certificate of business auto liability insurance with a reputable insurance company authorized to issue insurance policies in the State of Florida, subject to approval by the Purchaser ' s risk manager, in an amount not less than $ 1 , 000 , 000 per occurrence combined single limit for bodily injury and property damage, including coverage for owned autos and other vehicles , hired autos and other vehicles , non- owned autos and other vehicles , in accordance with Indian River County ' s Administrative Policy Manual . The commercial general liability and auto liability insurance policies shall name Indian River County, a political subdivision of the State of Florida, as an additional insured . In addition, Replay Systems shall , at least ten ( 10) days prior to the commencement of operations under this agreement, provide to the Purchaser a certificate of worker ' s compensation insurance , including employer ' s liability , with a reputable insurance company authorized to issue insurance policies in the State of Florida, subject to approval by Indian River County ' s risk manager, with a limit of $ 100 , 000 per accident , $ 500 , 000 disease (policy limit) , and $ 100 , 000 disease (each employee) in compliance with all state and federal laws , and in accordance with Indian River County ' s Administrative Policy Manual . Replay Systems shall provide to the Purchaser at least thirty (30 ) days ' written notice by registered mail, return receipt requested, addressed to Indian River County ' s risk manager, prior to cancellation or modification of any required insurance . 2 . Indemnification Replay Systems hereby agrees to defend, indemnify , save and hold harmless Purchaser, its officers , employees , and agents from and against any and all claims , causes of action, damages , losses , and expenses , including attorney fees , incurred as a result of any negligent act or omission by Replay Systems or its employees or assignees in connection with this Agreement . 3 . Law and Venue This agreement shall be governed by the laws of the State of Florida . Venue for any lawsuit by either party against the other 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. Attest : INDIAN RIVER COUNTY , FLORIDA by its Board of County Commissioners By Deputy Clerk By BY : 4Joseph A . Baird County Administrator Approved as to form and legal sufficiency : By Authtkrity of Ordinance 2005 - 025 V/' JU, Replay Systems County Attorney Approved : By Sot Hurley , Vms t Replay Systems hereby agrees to defend, indemnify, save and hold harmless Purchaser, its officers, employees, and agents from and against any and all claims, causes of action, damages, losses, and expenses, including attorney fees , incurred as a result of any negligent act or omission by Replay Systems or its employees or assignees in connection with this Agreement. 3 . Law and Venue This agreement shall be governed by the laws oPthe State of Florida. Venue for any lawsuit by either party against the other 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 Slates District Court for the Southern District of Florida. Attest: INDIAN RIVER COUNTY,� FLORIDA l•, By �/4�� G�C / by its Board of County Commissioners qf (� Deputy Clerk By 0A BY: oseph A . Baird County Administrator Approved as to form and legal sufficiency : By Authdrity of Ordinance 2005 - 025 Replay Systems County Attorney Approved : By Sof Hurley, rt f k ,• y Date : MM DD Year replay Your Name : Title : Company Name : Your Phone # : ( ) - ext . Your Email : Contact Accounting Contact Equipment Upkeep Name Address City State Zip Direct Phone # Email Fax : 954 - 267 - 9184 f k ,• y Date : MM DD Year replay Your Name : Title : Company Name : Your Phone # : ( ) - ext . Your Email : Contact Accounting Contact Equipment Upkeep Name Address City State Zip Direct Phone # Email Fax : 954 - 267 - 9184 Replay Systems hereby agrees to defend, indemnify, save and hold harmless Purchaser, its officers, employees, and agents from and against any and all claims, causes of action, damages, losses, and expenses, including attorney fees , incurred as a result of any negligent act or omission by Replay Systems or its employees or assignees in connection with this Agreement. 3 . Law and Venue This agreement shall be governed by the laws oPthe State of Florida. Venue for any lawsuit by either party against the other 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 Slates District Court for the Southern District of Florida. Attest: INDIAN RIVER COUNTY,� FLORIDA l•, By �/4�� G�C / by its Board of County Commissioners qf (� Deputy Clerk By 0A BY: oseph A . Baird County Administrator Approved as to form and legal sufficiency : By Authdrity of Ordinance 2005 - 025 Replay Systems County Attorney Approved : By Sof Hurley, rt