HomeMy WebLinkAboutCommercial Electronics Corp. - Maintenance Agreement to support logging recorder(CQMMERCIAL
ELECTRONICS
Master Post Warranty Services Agreement
This Master Post Warranty Services Agreement (the "Agreement") by and between Commercial
Electronics Corp., ("CEC") a Texas corporation having its principal place of business at 1318 N.
Brazos, San Antonio, TX 78207, and Suncomm 911 Comm. ("Customer"), having its principal
place of business at 2403 S 18th St., Union Gap, WA 98903, is entered into as of the date last
written below (the "Effective Date").
This Agreement consists of this signature page and the following attachments which are
incorporated in this Agreement by this reference:
1. Master Post Warranty Services Agreement Terms and Conditions
2. EXHIBIT A: HigherGround Recording System Maintenance Agreement
3. EXHIBIT B: Summary of Equipment List and maintenance fee.
This Agreement is the complete agreement between the parties hereto concerning the software and
hardware maintenance of the HigherGround recording system and replaces any prior or
contemporaneous oral or written communications between the parties. In the event of conflict
between the terms of this Agreement and the terms of an Exhibit, the terms of the Exhibit shall
govern. This Agreement may only be modified by a written document executed by the parties
hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed,
each party warrants and represents that its respective signatories whose signatures appear below
have been and are on the date of signature duly authorized to execute this Agreement.
City of Yakima
Autho t ed Signature
Commercial Electronics Corp.
Authorized Signature
Cliff Moore- City Manager Wes Burns — VP, Operations
Type name & title Type name & title
AID\ 0
Date
2 clry CONTRACT NO: —/-2V
RESOLUTION NO: n /a
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1318 N. Brazos
San Antonio, Texas 78207 800-933-4077
7/2/
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Date
HigherGround
Authorized Reseller
210-736-3119 www.comelectronics.com
(JCQMMERC!AT
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ELEC
DEFINITIONS:
Customer — The person or company personnel who owns or uses the product.
Fault - any failure of the recording system to perform to its published specifications.
Corrective Action — 1) a replacement, modification or addition that brings the recording system into proper
operation according to its published specifications; 2) a procedure or routine that when observed in the
regular operation of the recording system, avoids the practical adverse effect of such fault.
Third Party Software — any computer file or executable program or sub -routine not provided as 1) part of
the original system, 2) approved in writing by CEC, or 3) created by the system through its normal
operation, including malicious viruses, worms and other malware.
Third Party Equipment — any internal or external hardware not provided as 1) part of the original system,
2) approved in writing by CEC.
Normal Wear and Tear — degradation of hardware due to time, normal operating environment and use.
Archive Media — electronic storage configured for long-term data retention including but not limited to:
external hard drive, internal and external RAID, floppy disk, magneto -optical disk (i.e. CD, DVD),
magnetic tape.
Acts of God — Any event, natural or unnatural beyond the control of mankind.
Warranty Period — One year from date of original installation and acceptance by customer
COVERED SERVICE:
Remote software maintenance and other covered services will be performed promptly as updates become
available and at any time a recording system fault is reported. CEC will provide reasonable assistance to
help Customer operate each new release.
Any hardware maintenance provided will be performed at any time during the hours from 8:00 a.m. to 4:30
p.m. on all days EXCEPT WEEKENDS AND HOLIDAYS unless the 24-hour on-site service applies. (See
- 24-HOUR ON-SITE SERVICE PROCEDURE)
Service required for failures which are not a result of normal wear and tear, or otherwise not covered by
this agreement shall be furnished on a TIME AND MATERIALS basis.
CEC shall be responsible for using all reasonable diligence to correct any verifiable and reproducible fault
of the recording system when reported to CEC in accordance with its standard reporting procedures. The
corrective action when completed may be provided in the form of a "temporary fix" consisting of sufficient
programming and operating instructions to effect the correction.
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1318 N. Brazos
2 Authorized Reseller
San Antonio, Texas 78207 800-933-4077 210-736-3119 www,comelectronics.com
CCOMMERCIAL
ELECTRONICS
CEC shall maintain a trained staff capable of rendering the services set forth in this Agreement. CEC, at
its sole option, may dispatch contracted service personnel to effect on-site repairs.
RESPONSIBILITY OF CUSTOMER:
CUSTOMER recognizes that computer equipment is vulnerable to misuse and neglect and agrees to
maintain an environment conducive to computer equipment operation.
CUSTOMER recognizes the vulnerability of the recording system's operating system and associated
software to infiltration of malicious software programs known as "viruses" or "worms". Customer agrees
to bear sole responsibility for ensuring the recording system is protected against such infiltration,
eradication of same, and any cost associated with recovering lost or damaged data.
CUSTOMER must be prepared to assist the technician by providing a complete and accurate description of
the trouble symptoms over the phone, performing any routine front panel functions including removing and
reapplying main power to the unit as instructed.
CUSTOMER has the responsibility to make the recording system accessible to the service representative
via remote access for scheduled updates and maintenance at times acceptable to both parties. Remote
access, as required by this Agreement, may be provided by Customer via modem line, TCP/IP connection
or other method mutually acceptable to both parties.
LIMITATIONS ON CONTRACT SERVICE:
The Maintenance Agreement applies to the recording system and its integral components including
peripheral equipment supplied by Commercial Electronics at original installation or through subsequent
authorized system upgrade or modification.
The Maintenance Agreement covers repairs and service required as a result of normal use and DOES NOT
COVER service necessitated by damage incurred in accident, abuse, lightning, water damage, flood or
other similar causes.
Third party software, including viruses and worms, third party equipment, telephone company line(s)
problems, or any damage to or failure of the system caused by same WILL NOT be covered under this
Maintenance Agreement.
NO COVERAGE is extended under this Agreement to batteries or other consumable supplies though
specific manufacturers' warranties may apply.
NO COVERAGE is extended under this Agreement to archive media of any type including but not limited
to magnetic tape, magneto -optical disk, external hard drive, or other removable media, whether provided
as part of the original recording system or subsequently purchased from Commercial Electronics, beyond
replacement cost of the media. Commercial Electronics Corp. IS NOT responsible for, and Customer agrees
not to hold Commercial Electronics Corp. liable for lost data. Any cost involved attempting to recover lost
or damaged data will be the sole responsibility of Customer.
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1318 N. Brazos
HigherGround
3 Authorized Reseller
San Antonio, Texas 78207 800-933-4077
210-736-3119 www.comelectronics.com
MCOMMERCIAL
ELECTRONICS
CEC's obligations under this paragraph do not extend to any claims arising from any modification not made
by CEC or from the use or combination of the software provided by CEC with products provided by
CUSTOMER or others.
TIME AND MATERIAL SERVICE:
Time and material service shall be provided when requested by customer for services not included under
this contract and shall be furnished in accordance with the service requested.
An additional charge will be made for travel time, mileage and/or components used to effect repairs not
otherwise covered by this Maintenance Agreement at the current labor and mileage rates and parts pricing.
Prior to commencing any work that is not covered by the Maintenance Agreement, CEC will submit a
written estimate of the labor and material charges and obtain the written approval for such work by the
Customer. Customer shall not be liable for any work performed without Customer's written approval.
INDEMNITY:
CEC shall indemnify and hold CUSTOMER harmless from any and all claims, suits, loss or damages which
are made against CUSTOMER, CUSTOMER's employees or officers where such claims, suits or damages
in any way arise out of or in connection with CEC's employee's, contractor's, subcontractor's or agent's
presence on CUSTOMER's property or work performed on CUSTOMER's property when said claims,
suits or damages arise out of the gross negligence or willful acts of CEC, their employees, contractors,
subcontractors or agents.
LIMITATION OF LIABILITY:
CEC shall not be liable for any loss or damage suffered by the CUSTOMER caused by "Acts of God" or
from any other cause beyond the control of CEC, and CUSTOMER, by signing this Agreement,
acknowledges and agrees to this provision.
EXCEPT AS PROVIDED HEREIN, CEC's MAXIMUM LIABILITY WILL BE LIMITED IN ANY
EVENT TO ACTUAL, DIRECT DAMAGES TO THE EXTENT CAUSED SOLELY BY THE GROSS
NEGLIGENCE OR WILLFUL ACTS OR OMISSIONS OF CEC, SUBJECT TO A MAXIMUM
AMOUNT OF CEC's LIABILITY INSURANCE POLICY LIMITS, BUT ONLY IN THE EVENT SAID
ACTUAL, DIRECT DAMAGES ARE COVERED UNDER CEC's LIABILITY INSURANCE POLICY.
CLIENT HEREBY WAIVES ANY DAMAGES CAUSED BY CEC's GROSS NEGLIGENCE OR
WILLFUL ACTS OR OMISSIONS WHICH ARE IN EXCESS OF SAID LIABILITY INSURANCE
POLICY LIMITS. IN NO EVENT WILL CEC BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR INDIRECT DAMAGES, LOST BUSINESS PROFITS, OR LOSS, DAMAGE OR
DESTRUCTION OF COMPUTER NETWORKS, SYSTEMS OR DATA, REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF
WARRANTY OR OTHERWISE, EVEN IF CEC HAS BEEN ADVISED AS TO THE POSSIBLITY OF
SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL
OR CONSEQUENTIAL DAMAGES AND THE ABOVE EXCLUSION OR LIMITATION MAY NOT
1318 N. Brazos
HigherGround
4 Authorized Reseller
San Antonio, Texas 78207 800-933-4077
210-736-3119 www.comelectronics.com
CCE C RONICS
INSURANCE:
Before this Contract is fully executed by the parties, CEC shall provide the Suncomm 911 Comm. with a
certificate of insurance as proof of commercial liability insurance and commercial umbrella liability
insurance with a total minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence
combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general
aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number,
and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of
this Contract. The policy shall name Suncomm 911 Comm., its elected officials, officers, ,agents,
employees, and volunteers as additional insureds, and shall contain a clause that the insured will not cancel
or change the insurance without first giving Suncomm 911 Comm. thirty (30) calendar days prior written
notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's
Guide and admitted in the State of Washington.
ENTIRE AGREEMENT:
CEC has not made nor is CUSTOMER relying upon any representations other that those specifically set
forth herein. Both parties concur that the entire Agreement between the parties is set forth herein.
Additions, deletions or changes to this Agreement must be in writing and signed by CEC and CUSTOMER
to become effective. This Agreement, additions, deletions or changes to this Agreement shall be null and
void unless signed by an Officer of CEC.
SURVIVABILITY:
If any one or more of the provisions of this Agreement, or the application of such provisions to the
CUSTOMER, CEC or any circumstances shall be held invalid, the remainder of this Agreement shall
remain in full force and effect.
If for any reason this Agreement between CUSTOMER and CEC is terminated, abridged, canceled,
breached or nullified, both parties agree that any license agreement, confidentiality or non -disclosure
agreements executed between both parties shall remain in effect in perpetuity.
PUBLIC RECORDS ACT.
This Agreement and all public records associated with this Agreement shall be available from the Customer
for inspection and copying by the public where required by the Public Records Act, Chapter 42.56 RCW
(the "Act"). To the extent that public records then in the custody of the CEC are needed for the Customer
to respond to a request under the Act, as determined by the Customer, CEC agrees to make them promptly
available to the Customer. If CEC considers any portion of any record provided to the Customer under this
Agreement, whether in electronic or hard copy form, to be protected from disclosure under law, CEC shall
clearly identify any specific information that it claims to be confidential or proprietary. If the Customer
receives a request under the Act to inspect or copy the information so identified by CEC and the Customer
determines that release of the information is required by the Act or otherwise appropriate, the Customer's
sole obligations shall be to notify CEC (a) of the request and (b) of the date that such information will be
released to the requester unless CEC obtains a court order to enjoin that disclosure pursuant to
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HigherGround
Your interview starts here ..
5 Authorized Reseller
1318 N. Brazos San Antonio, Texas 78207 800-933-4077 210-736-3119 www.comelectronics.com
MCOMMERCIAL
ELECTRONICS
RCW 42.56.540. If CEC fails to timely obtain a court order enjoining disclosure, the Customer will release
the requested information on the date specified.
The Customer has, and by this section assumes, no obligation on behalf of CEC to claim any exemption
from disclosure under the Act. The Customer shall not be liable to CEC for releasing records not clearly
identified by CEC as confidential or proprietary. The Customer shall not be liable to CEC for any records
that the Customer releases in compliance with this section or in compliance with an order of a court of
competent jurisdiction.
TERM AND TERMINATION:
The term of this Agreement shall commence on the Effective Date and continue unless terminated in
accordance with this section. The term of service hereunder shall commence on the date set forth on the
Exhibit B. The term shall continue for a period of one (1) year and may be renewed for successive one (1)
year terms for each Equipment List under the terms of this Agreement upon customer submitting a renewal
purchase order no later than thirty (30) days prior to the date of such renewal or unless at least thirty (30)
days prior to the date of any such renewal either party provides notice to the other party of its intention not
to renew:
(i) a portion of the product listed on the Exhibit B
(ii) this Agreement together with all equipment lists (Exhibit B)
DISPUTE RESOLUTION:
In the event that any dispute shall arise as to the interpretation of this agreement, or in the event of a notice
of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot
mutually settle such differences, then the parties shall first pursue mediation as a means to resolve the
dispute. If the afore mentioned methods are either not successful then any dispute relating to this Agreement
shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties
consent in writing, other available means of dispute resolution may be implemented.
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HlgherGround
6 Authorized Reseller
1318 N. Brazos San Antonio, Texas 78207 800-933-4077 210-736-3119 www.comelectronics.com
MCOMMERCIAL
ELECTRONICS
ANTI-VIRUS SOFTWARE NOTICE
To prevent potential conflicts with other existing anti-virus programs which may be operating on your network, anti-
virus software is not included with the recording system. However, because of the potential damage computer viruses
can do, Commercial Electronics strongly suggests the purchase of anti-virus protection to be installed and kept current
on all recording system servers. There are several anti-virus programs commercially available and we make no
specific recommendation other than the program should include current updates. This should be discussed with your
IT administrator.
Should your recording system become infected with a computer virus, it will be your responsibility to eradicate the
virus before Commercial Electronics performs any further maintenance which may be required.
If requested, Commercial Electronics will assist in the removal of a virus infection during normal business hours only
at standard time -and -materials rates.
MICROSOFT OS UPDATE NOTICE
Windows updates and security patches are performed by CEC technical personnel only if required to correct an
otherwise warrantable defect. Routine Windows updates and security patches are not managed by HigherGround nor
CEC as some require a hard reboot or other front -panel user intervention and may potentially involve some amount
of downtime. All bona fide Microsoft released Windows patches and updates are approved for the respective
operating system running on each recording chassis, however, it is up to the customer's IT personnel to manage
these. It is recommended that updates be set to automatically download but be manually installed. This should be
discussed with your IT administrator.
If requested, Commercial Electronics will assist in performing OS updates and security patches during normal business
hours only at standard time -and -materials rates.
LIGHTNING / WATER DAMAGE NOTICE
Lightning and water damage are not covered under the maintenance agreement. It is highly probable that the full
extent of the damage could never be accurately determined as dormant issues may not show up for months even though
the system may appear to be working after sustaining lightning or water damage. As such, CEC will not continue to
cover the system against future service issues.
Lightning can enter a system through any external connection including power, network, data or audio.
It is generally our recommendation, whenever a system experiences lightning or water damage, that the system be
replaced in its entirety.
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HigherGround
7 Authorized Reseller
1318 N. Brazos San Antonio, Texas 78207 800-933-4077 210-736-3119 www.comelectronics.com
MOMMERCIAL
ELECTRONICS
EXHIBIT A
HIGHERGROUND RECORDING SYSTEM
MAINTENANCE AGREEMENT
COMPANY: EQUIPMENT LOCATION AND PRICING:
Suncomm 911 Comm. PER EXHIBIT B
COMMERCIAL ELECTRONICS CORP. agrees to maintain the HigherGround recording system during the term of this
Maintenance Agreement by furnishing service accepted by Customer as indicated below:
REMOTE SOFTWARE MAINTENANCE (Tier I):
1. 24-hour remote monitoring of system performance and fault notification (*dedicated modem line required)
2. All labor required for remote updates (as they become available) of HigherGround software;
3. All labor required for software maintenance and remote support;
4. All travel time and mileage required to transport personnel and equipment for the performance of remote maintenance on
recording software.
HARDWARE EXCHANGE (Tier II):
Additionally includes:
1. All parts requiring replacement as a result of normal wear and tear;
2. Shipping charges to expedite replacement parts to the customer.
ON-SITE MAINTENANCE (Tier III):
Additionally includes:
I. All labor required for repairs during normal business hours;
2. All travel time and mileage required to transport personnel and equipment for the performance of maintenance on recording
system hardware during normal business hours;
3. On -Site service does not apply to peripheral equipment, including keyboard, monitor, mouse, UPS, cameras, microphones,
or other easily replaceable external modules.
24-HOUR ON-SITE SERVICE (Tier IV):
Additionally includes:
1. All labor required during non -business hours to restore the primary function of the system;
2. All travel time and mileage required to transport personnel and equipment for the performance of maintenance on recording
system during non -business hours to restore the primary function of the system.
This agreement applies to the equipment listed on Exhibit B and its integral parts unless specifically designated as not covered.
*ALL EQUIPMENT MUST HAVE A VALID SERIAL NUMBER
NOTE: Remote access, as required by this Agreement; may be provided by Customer via modem line, TCP/IP connection or other
method mutually acceptable to both parties. If Customer desires automatic trouble reporting, daily status notification and / or 24-hour
monitoring, this access must be dedicated.
Your lnlernew slarls Here..
1318 N. Brazos
Recording System Maintenance Agreement — EXHIBIT A
HigherGround
8 Authorized Reseller
San Antonio, Texas 78207 800-933-4077
210-736-3119 www.comelectronics.com
L
((CQMMERCIA
=- ELECTRONICS
EXHIBIT B
HIGHERGROUND RECORDING SYSTEM
MAINTENANCE AGREEMENT
Location
System #
Description
Serial #
tRemote
Access
Number
*Effective
Date
Tier I
Annual
Maintenance
Tier I1
Annual
Maintenance
Tier I1I
Annual
Maintenance
Tier IV
Annual
Maintenance
2403 S 18th
St.,
Union Gap,
WA 98903
4284
NG911 I8a,
22v
SCAP 14,
REP -64,
Free -seating,
Intrado
1589113
TeamViewer
Access
8/1/17
$3,782.80
+applicable
sales tax
$6,450.85
+applicable
sales tax
$8,229.50
+applicable
sales tax
$11,251.40
+applicable
sales tax
Initial below the Maintenance Tier desired
BDC
tNOTE: Remote access, as required by this Agreement, may be provided by Customer via TCP/IP connection or other
method mutually acceptable to both parties. If Customer desires automatic trouble reporting, daily status notification and
/ or 24-hour monitoring, this access must be dedicated.
Payment in -full for the selected Tier above must be arranged with CEC prior to performance of any covered service action.
If a lapse in coverage occurs, CEC reserves the right to inspect the system to ensure proper working condition prior to final
acceptance of the Maintenance Agreement. Additional charges may apply to correct any malfunction should a lapse in
maintenance coverage occur.
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1318 N. Brazos
Recording System Maintenance Agreement — EXHIBIT 13
•
HlgherGround
9 Authorized Reseller
San Antonio, Texas 78207 800-933-4077
210-736-3119 www.comelectronics.com
((CQMMERCIA L
ELECTRONICS
EXCHANGE SERVICE PROCEDURE
COMMERCIAL ELECTRONICS CORP. agrees to provide refurbished parts for the covered
voice logging equipment in exchange for defective boards and modules which fail due to normal
wear and tear.
Exchange Request: CUSTOMER will submit a request via facsimile to (210) 737-1240 providing
accurate part identification and failure detail.
Parts Exchange: Commercial Electronics will pre -ship parts as available for requests received prior
to 2:00 p.m. Commercial Electronics will provide confirmation and return material authorization
to CUSTOMER via return facsimile. Requests received after 2:00 p.m. will be processed the next
business day.
Verification: Upon receipt, Commercial Electronics will test and evaluate the failed component.
Should the failure be determined to be the result of damage incurred in accident, abuse, lightning,
water damage, flood or other causes not covered by the Maintenance Agreement, Time and
Material charges will apply.
NOTE: The EXCHANGE SERVICE PROCEDURE ADDENDUM applies only to Maintenance Agreements
Tier II or higher.
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1318 N. Brazos
Recording System Maintenance Agreement — Exchange Addendum
10
San Antonio, Texas 78207 800-933-4077
HigherGround
Authorized Reseller
210-736-3119 www.comelectronics.com
CCOMMERCIAL
ELECTRONICS
24-HOUR ON-SITE SERVICE PROCEDURE
COMMERCIAL ELECTRONICS CORP. agrees to provide service to the covered voice logging
equipment whether warrantable or non -warrantable at the customer's request for any PRIMARY
FAILURE that may arise after normal business hours. A primary failure is a failure of the voice
logging equipment to perform its primary function of recording. Normal response time is within
30 minutes, whether during normal business hours or not.
After business hours service will be limited to actions required to correct a primary failure to
include complete replacement if necessary. All other service will be scheduled for normal business
hours, 8:00 a.m. to 4:30 p.m. Monday through Friday as per Maintenance Agreement. Services
performed during non -business hours for non -warrantable failures will be billed at overtime rates
beginning from the technician's point of departure.
Trouble Reporting: CUSTOMER will contact the on-call technician by calling (800) 933-4077,
extension 911 and leaving a detailed message of the problem, a call back number and contact
name. If no response is received within fifteen (15) minutes, CUSTOMER should make
subsequent attempts every fifteen (15) minutes.
Trouble Response: The service technician, upon receiving the page, will first attempt to correct
the failure remotely. If it is determined that the primary failure cannot be rectified remotely, a
technician will be dispatched to CUSTOMER's site with appropriate replacement equipment
and/or repair parts sufficient to restore primary function. Response time will include drive time to
Commercial Electronics' repair facility for the technician to pick up any necessary equipment
before going to CUSTOMER's site. In the event that it is determined that it would be impractical
to attempt on-site repair after hours, or there is no reasonable expectation of restoring primary
function, a technician will be dispatched at the earliest opportunity when a reasonable expectation
of successful repair exists.
NOTE: The 24-HOUR ON-SITE SERVICE PROCEDURE ADDENDUM applies only to Tier IV Maintenance
Agreements.
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1318 N. Brazos
Recording System Maintenance Agreement — 24-hour Addendum
HigherGround
11 Authorized Reseller
San Antonio, Texas 78207 800-933-4077
210-736-3119 www.comelectronics.com