2002-035 Dictaphone Maintenance AgreementRESOLUTION 35-2002
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A RESOLUTION OF THE VII,I,AGE COUNCIL OF THE VILLAGE OF NORTH PALM
B}?ACH, FLORIDA, AUTIIOKI"LING AND DIRECTING TfIE MAYOR AND VILLAGE CLERK
7'O I:N'1'LR INTO A MAINTENANCE AGREEMENT WITH DICTAPIIONF, CORPORATION
AT"fACI IED AS EXIIIBIT' "A", WHICH AGREEMENT IS TO SECURE, MAINTENANCI: OF
'f} IF. 9] 1 LOGGL'R/RF.CORDER SYSTEM OF THE, PUBL]C SAFETY DEPARTMENT ;AND,
PROVIDING FOR AN };FFECTIVI; DATE.
Bl? 1T RI?SOI,VED BY 7'HG VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA:
Section 1. 7'he Village Council of the Village of North Palm Beach, Florida, does hereby approve
the Maintenance Agreement with Dictaphone Corporation attached as Exhibit "A", which
Agreement is for the purpose of securing maintenance of the 911 Logger/Recorder System of the
Public Safety Department.
Section 2. The Village Council does hereby authorize and direct the Mayor and Village Clerk to
execute the Maintenance Agreement with Dictaphone Corporation for and on behalf of the Village
of North Palm Beach.
Section 3. This resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED THIS 13th DAY OF JUNE,2001.
(Village Seal)
i
AT"PEST':
• VILLAGE CLERK
MA
SERVICE AGREEEMENT
/[!N~
This Service Agreement is made as of they day of~¢k 2002, between Dictaphone Co[pomtion, located at 3191
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Broadbridge Avenue, Stratford, Connecticut 06614 (hereinafter referred to as "Dictaphone")and Village of North Palm Beach, located
at 501 US Hwy I, North Palm Beach, Florida 33408-0902 (hereinafter referred to as "Customer").
WITNESSETH:
WHEREAS, Customer has previously purchased certain products and licensed certain software from Dictaphone (the
"Products") under a separate agreement (the "Original Agreement"). A dexripdon of the Products is xl forth in Exhibit A hereto; and
WHEREAS, Customer desires to purchase from Dictaphone a maintenance and support plan for the Products and has
requested additional changes to be made to the terms governing such maintenance and support; and
WHEREAS, Dictaphone has agreed to make certain changes to the maintenance and support terms as provided herein.
NOW, THEREFORE, the parries hereto agree as follows:
Maintenance Plan.
(a) Customer agrees to purchase a service agreement for the Products and Dictaphone agrees to
provide maintenance and support for the Products according to the terms and conditions set forth in
Dictaphone's Assured Performance Plan ("APP") attached hereto as Exhibit B, and in accordance
with the terms and conditions of the Original Agreement [o the extent that those terms do not
conflict with xhi it hereto.
(b) Effective Date of Maintenance Plan: The effective date of maintenance coverage provided
hereunder is October 1, 2001 through September 30, 2002. Thereafter, the term may be extended
pursuant to the terms of the APP provided in xh'bit hereto.
(c) Coverage: Option I: 8 x 5 coverage
(d) Pricin The maintenance fees for the Products for the period of October 1, 2001 through
September 30, 2002 are set forth in Exhibit A hereto. Thereafter, the rates are made in accordance
with the terms of the APP provided in x i it B hereto.
2. Entire Agreement. This Agreement (together with its Exhibits) constitutes the entire agreement of the parties
regarding its subject matter, and supercedes all other agreements and understandings either oral or written. This Agreement may
only be modified by a written document [hat is signed by both parties.
IN WITNESS WHEREOF, Dictaphone and Custoter have executed this Service Agreement as of the day and year first
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written above.
Dictaphone Co moon Village of th Palm Beach
By: By:
Print d Name: obe v Printed ame' d~V
Title: ~->r V P .~c) fr"i i ,-. t OPS Title: ~
Dated: 4 - 3p4 -O~ Dated•_~~~ -DZ
H:WGREE\SERVICEINonh Palm Beach PD~Service Agrce Nnh Plm Beach PD 1M-08-02 APP Final.doc
Exhibit A
to Service Agreement between
Dictaphone Corporation
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Village of North Palm Beach
f to be provided by Dictaphone's Service Oreanizationl
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H:V~GREE\SERVICEWonh Palm Beach PDlScrvia Agree Nnh Plm Beach PD 04-08-02 APP Final.doc
n
U
Dictaphone
ASSURED PERFORMANCE PLAN
PRICE QUOTATION
~u hi b i -~-- A
FOR EQUIPMENT LOCATED AT
NORTH PALM BEACH POLICE DEPT
560 North Hwv 1
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Term of Coverage: 12 Months Option: I -Standard 8x5 Coverage
Effective Date: October 1, 2001-September 30, 2002 Zone: 3
Cudmm~r Numhnr• 71g4SR701nnn /Qnn11M61
TY MODEL/
PART #
DESCRIPTION Serial
numbers
TOTAL
1 6201 Cassette Re-record 270536 360.00
1 31221-016 Guardian 216742 4,281.00
1 159770 Ext UPS Interconnect Kit 000001 7.00
1 31101-ORO Guardian 216741 2,581.00
1 9PW00.OTW Workstation 214154 N/C
ANNUAL COST OF COVERAGE X7,229.00
'This price does not include applicable sales tax.
This quotation is based on current rates. Repairs to equipment not Covered by this contract will be
subject to the service rates in effect at that time.
Barbara L. Pachter
Southern Region Service Coordinator
04/08/02
** TOTAL PAGE.02 **
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Dictaphone
Exhibit B
to Service Agreement between
Dictaphone Corporation
and
Village of North Palm Beach
DICTAPHONE CORPORATION
TERMS FOR ASSURED PERFORMANCE PLAN
Page 1 of 3
OPTION I -STANDARD COVERAGE
t. For a period not to exceed five (5) years from the date of original sale (the 'Initial Term"), and subject to
the terms and conditions hereof, Dictaphone Corporation ("Dictaphone") will maintain, for the original
purchaser ("Customer'), the Dictaphone supplied hardware (the "Equipment") and Dictaphone supplied
software (the "Programs;' collectively with the Equipment, the "Products") covered hereby in an efficient
operating condition (subject to the limitations of licensed third party software), including software "bug"
fixes, patches, or shop repairs or overhauls if deemed necessary by Dictaphone in accordance with and
subject to the limitations of the terms of this Assured Performance Plan ("APP"), option (I or Iq as selected
by Customer. After the Initial Term, at Dictaphone's sole discretion, this APP may be extended on a year-
to-year basis upon such terms as may be mutually agreed upon by Dictaphone and Customer. Service
contemplated hereby is on a year-to-yeaz basis at the prevailing maintenance rate each year or as may
otherwise be provided in a sepazate agreement between Dictaphone and Customer (the terms of which take
precedence over this APP), provided that the Equipment is placed under this APP within one (1) year from
date of original sale, and this APP is continued in force without lapse. During said five (S) year period,
used Equipment or Equipment which has not been continuously covered under this APP shall be eligible
for coverage if Dictaphone determines after inspection that such Equipment is in good operating condition.
If the used Equipment is not in such condition, Customer will be charged a sepazate charge for required
modifications to such Equipment. Equipment more than five (5) years old may be covered by this APP at
the sole discretion of Dictaphone.
2. All necessary replacement pans will be famished to Customer by Dictaphone without charge, except when
replacement is required because of (i) fire, flood or other casualty, accident, abuse, misuse, mishandling,
power line fluctuations, computer viruses unattributable to Dictaphone, or use of recording media, disks,
ribbons, printwheels, or consumables other than a type or specification authorized or recommended by
Dictaphone or (ii) use or operatioq with equipment, systems, peripherals or software not supplied or
recommended to Customer by Dictaphone. The labor cost for repair or replacement of record or reproduce
head assemblies associated with multi-channel recording and reproducing equipment is covered by this
APP. Notwithstanding anything to the contrary herein, pans for repair or replacement of record or
reproduce head assemblies will be billed at then current list prices.
3. No charges will be made for necessary service calls during Dictaphone's normal working hours, except
when caused by fire, flood or other casualty, accident, abuse, misuse, mishandling, power line fluctuations,
computer viruses unattributable to Dictaphone, or use of recording media, disks, ribbons, printwheels, or
consumables other than the type or specification recommended or authorized by Dictaphone or use or
operation with equipment, systems, peripherals or software not supplied or recommended to Customer by
Dictaphone. Dictaphone shall not be obligated to provide service outside of Dictaphone's normal working
hours unless Customer has selected Option II. Service calls after Dictaphone's normal working hours will
be charged at Dictaphone's then standard hourly overtime rates. Normal working hours are defined as: 8
a.m. (0800 hours) to 5 p.m. (1700 hours), Monday through Friday, excluding United States federal
• holidays
H:WGREE~SERVICEVJonh Palm Beach PD~Service Agree Nnh Plm Beach PD 04-08-02 APP Final.doc
Exhibit B
Terms of APP
Page 2 of 3
• 4. Problems caused to Programs or Equipment covered by this APP by (i) any non-Dictaphone software used
with Equipment by Customer or (ii) the use or operation of any equipment, systertts, peripherals or software
not supplied to Customer by Dictaphone is not covered hereunder. This includes, but is not limited to,
computer viruses unattributable to Dictaphone. Dictaphone's representative, at Customer's request, will
attempt to correct any problem contemplated by this Section 4 and restore Customer's Programs or
Equipment covered by this APP to original operating condition at the then current standard hourly rate.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, DICTAPHONE SHALL NOT BE
LIABLE HEREUNDER FOR ANY INCIDENTAL, SPECIAL OR OTHER CONSEQUENTIAL
DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOST REVENUE) OF ANY
KIND. THE LIABILITY OF DICTAPHONE TO CUSTOMER FOR ANY AND ALL CLAIMS
WHATSOEVER RELATED TO THE SERVICES PROVIDED UNDER THIS APP, INCLUDING ANY
CAUSE(S) OF ACTION SOUNDING iN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT
EXCEED THE TOTAL AMOUNT OF ALL PAYMENTS MADE UNDER THIS APP BY CUSTOMER
TO DICTAPHONE FOR THE SERVICES PROVIDED HEREUNDER TO WHICH THE CLAIM IS
RELATED. THIS LIMITATION IS CUMULATIVE; THE SUM OF MULTIPLE CLAIMS MAY NOT
EXCEED THIS LIMIT. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS SET FORTH
IN THIS PARAGRAPH SHALL NOT APPLY TO INTELLECTUAL PROPERTY INDEMNIFICATION
AND ANY DAMAGE TO TANGIBLE PROPERTY OR PERSONAL INJURY CAUSED BY THE
GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF ANY DICTAPHONE EMPLOYEE,
AGENT, SUBCONTRACTOR OR VENDOR.
5. On applicable systems, software support, maintenance upgrades, and replacement of existing Programs
during normal working hours is included. Twenty-four (24) hour diagnostic monitoring via [he Service
Our System (S.O.S.) call response feature is included. On-site response to after-hours S.O.S. calls for
Option I will be during normal working hours of the next business day.
G. Supplies such as expendable batteries, recording media, disks, printwheels, or other consumables, such as
printer maintenance kits, are no[ covered under this APP.
7. The APP rates to be charged are subject to change if Equipment is moved to a geographic location which is
not within the same service area.
8. This APP is for one (1) year and will automatically be renewed each year for four (4) additional one (1)
year periods unless canceled by either party at the annual renewal date by giving thirty (30) day's prior
written notice. Unless otherwise stated in a separate agreement between Dictaphone and Customer (the
terms of which take precedence over this APP), invoices will be rendered yearly in advance, at the rate
established by Dictaphone at the time and are payable upon receipt. Customer hereby agrees to pay any
sales tax or other tax imposed with respect to this APP. Converting between options will be effective at the
annual renewal date. Earlier conversion is a[ [he discretion of Dictaphone. This APP may be assigned by
Customer with prior written consent of Dictaphone, in its sole discretion.
Additional Equipment and Programs purchased by Customer from Dictaphone may be added to this APP
under the APP option previously selected unless otherwise specified at [he time of purchase thereof. This
APP will be terminated automatically with respect to equipment traded in for new Equipment.
]0. This APP is subject to approval by Dictaphone, and may be canceled by Dictaphone if recording media,
disks, accessories, attachments, or consumables other than the type or specification recommended by
Dictaphone are used, or if any modifications aze made to the Equipment and/or Programs by anyone other
than authorized Dictaphone personnel, including, but not limited to, Customer, or Customer's agents,
employees, or contractors.
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Exhibit B
Terms of APP
Page 3 of 3
• 11. During the Initial Term and any mutual renewal term hereof, Dictaphone, at its own cost and expense, shall
obtain and maintain in full force and effect the following insurance with sound and reputable insurers: (1)
Worker's Compensation insurance in accordance with the statutory requirements of the state in which the
maintenance is to be performed; (2) Automobile Liability insurance on all motor vehicles licensed for
highway use, both owned and non-owned; and (3) Comprehensive Liability insurance for bodily injury and
property damage. The policy limits herein shall be at the minimum $500,000 for bodily injury and
$250,000 for property damage. The Village of North Palm Beach, Florida shall be included as an
additional insured with respect to general and automobile liability insurance.
12. In any litigation between the parties in regard to this Agreement, the prevailing parry in such litigation shall
be entitled to recover from the non-prevailing party a reasonable attorney's fee and all costs of litigation
both at the trial and appellate level.
OPTION II • AFTER-HOURS COVERAGE
24 by 7 Coverage
Option II - 24 by 7 Coverage expands the standard Option I coverage for qualified Equipment and/or Programs to
include:
Response to emergency service calls twenty (24) hours a day, seven (7) days a week, including United
States federal holidays. An emergency service call is defined as an Equipment failure causing a complete
shutdown or partial shutdown that would cause the Products to operate in a degraded mode which would
not allow access to the Products for record and/or inquiry purposes. Note: Failure of individual work
stations or [heir associated accessories and general maintenance are not considered an emergency.
After-hours replacement of software revisions intended [o corcect software "bugs" so as not to interfere
with Customer's daily routine.
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