HomeMy WebLinkAboutRelus Technologies, LLC Maintenance Agreement - 2017 10 11 ,
MAINTENANCE A
This Maintenance Agreement("Agreement")is made by and between Relus Technologies, LLC, having its principal place
of business at 22 Technology Parkway, Norcross, GA 30092("Relus"),and the undersigned Customer designated below.
In consideration of the mutual undertakings herein contained,the parties agree as follows:
1. Covered Equipment: The equipment eligible for services hereunder is listed on the attached Exhibit A
(hereinafter"Covered Equ|pment") All covered equipment must bolocated atthe following haui|hy(ies)0zbe
eligible for coverage hereunder:
City ofWinter Springs
3UONMoss Rd, Winter Springs, FL3270O
112OEast State Rd434.Winter Springs, FL
O08NMoss Rd,Winter Springs, FL3270O
112SEast SIR 434.Winter Springs, FL3270O
Re|vo must receive advance written notice of any plan by Customer to relocate any item of equipment
covered hereunder. If there is more than one facility listed above, Customer may relocate items of Covered
Equipment from their original location to any other facility listed in this Section I by providing advance notice
toRe|unotnoadditional cost. Customer acknowledges that additional charges may apply before equipment
mowed to o location other than those set forth herein will be covered hereunder and Re|uu shall have no
obligation to provide services for any such equipment until Re|ua receives advance notice of and approves
the relocation. Notices required hereunder may beprovided inwriting orbye-maii
2. Services: Toplace aservice request, Customer shall email help@myg|oba|hu!p.uomorcall 1-O00-50G-
839G such other number ae may be provided by Ro|uo. Service levels for the Covered Equipment are set
forth inthe table below. The applicable service level for each item of Covered Equipment is listed on Exhibit
A. Re/us will provide the labor and porta necessary to provide the services hereunder consistent with the
service level applicable tneach item ofCovered Equipment. Services will beperformed inaccordance with
generally accepted industry standards by trained personnel, Re|ua's services include remedial maintenance
only Vnrepair routine failures of Covered Equipment occurring during normal operation nfsuch equipment.
Preventive maintenance innot included |nthis Agreement. Reiunmay use subcontractors toprovide some
orall ofthe services contemplated hereunder.
'
*Spare porta used for maintenance may he refurbished and will he provided on an exchange basis
conditioned on Customer's return to Relus of the defective part. Relus will use reasonable efforts to test the
functionality of refurbished parts upon receipt and/or upon dispatch consistent with Re|uo'ntandavd quality
processes. All parts are provided AG /Gand will beeligible for maintenance hereunder.
**For coverage other than 7o24, if oomi:m request is placed after hours or on weekends or hoUdayo, the
service response time will not begin to run until 9:00 am on the next business day. |naddition, for 5xSxN8D
and NBD Parts Replacement cnveega, if service request is placed after 1:00 pm local time Monday
through Friday(excluding ho|idaya), remote telephone support will continue to be available for the duration
of the service windmw, but for purposes of calculating the NBD response time for on-site ommioe or pedo.
the request will be deemed to have been received at 9:00 am on the next business day,
3. Customer Responsibilities: Customer shall designate a primary point of contact and a back-up contact to
coordinate service with Re|us, receive porta and install patches. Customer shall provide the service
technician adequate working space and facilities to perform services hereunder. Customer shall also provide
ucoona to the Covered Equipmont, including passwords. Customer is responsible to remove or implement
other safeguards to protect all programming, pmgramo, data, removable storage media, do«umentahon,
supplies and all other options, alterations and attachments bohona Covered Equipment in presented for
service, Customer will not present to Re|uo for repair any equipment other than the Covered Equipment
designated onExhibit 8. Customer may extend coverage\oinclude other items oyhardware upon notice(o
Relus and payment of any applicable fees for such extended service. Customer is responsible to ensure all
the desktop and server computer systems are completely functional at the start of this Agreement. Re|ua
may conduct an on-site inspection to verify functionality at the start of this Agreement. Systems discovered
0obenon-functional a<the start ofthis Agreement are subject 0otime and material charges inorder\orestore
functionality!othe system. Customer is responsible for maintaining all appropriate hardware and software
licenses (if applicable) with the Original Equipment Manufacturer. Customer imsolely responsible for
providing operating system upgrades.
4. Tenn: The services set forth herein will be provided for a term of 1 year commencing on October 1, 2017
and ending September 30, 2018 (the "Initial Term"). Customer shall have the option to renew service for
additional one-year terms at Ra|un' then current prices to be provided at Customer's request (each o
"Renewal Term"). References hzthe^Term^ include the Initial Term and any subsequent Renewal Terms.
Either party may terminate this Agreement if the other party breaches a material term of this Agreement
which breach is not corrected within thirty (30) days following the breaching party's receipt of written notice
detailing the alleged breach. Except for the foregoing,this Agreement shall benon-canoe\eb|o. This agreement
shall not auto-renew. Re|uswi|| refund the remaining prorated portion ofthe contract upon cancellation.
5. Prices and Payment Terms: For the Initial Term, the fee for maintenance services is $720.00. Ro|ua will
invoice this fee, payable inadvance atthe start o[the Initial Term. The fee due for each Renewal Term will
be invoiced and payable in advance. Invoices are due net thirty (JO) days from the date of issuance.
Customer will owe interest onpayments more than thirty(3O)days past due at the rate nfO.75Y6per month
o/fraction thereof. If Customer presents any item ofequipment for service that in not listed on Exhibit 4.
service will beprovided a\time and materials rates for such service. The current hourly rates are$175per
hour Monday through Friday 8:3Oa.m \o5:3Op.m. EST excluding holidays and $25Oper hour for holiday,
after hours and weekend service calls. Time and materials charges are invoiced aoincurred.
6. Exclusions: Services will not be provided (i) for failures caused by improper use, improper storage or
hand|ing, or abuse or (ii) for failures caused by a casualty urother non-routine event. including 8re. Unod,
wind, hail,tornado, electrical storms, hurricane or other acts of God, or(iii) for failures caused by loss of or
faulty powmr, heating or cooling or(iv) failures caused by other external or environmental conditions o/ (4
for any item ifCustomer transfers ownership orpossession ofthe item. |naddition, services donot include
electrical work external to Covered Equipment,furnishing of any items classified as consumable by the OEM
orpainting o/refinishing Covered Equipment.
/
Last Revised October |V.2Ol7
7. Insurance: Relus shall obtain and maintain insurance coverage for itself(including services provided by its
subcontractors) in the following amounts: (i) Comprehensive General Liability — Combined Single Limit
Bodily Injury and Property Damage' 33.50O.O0O; (ii) Comprehensive Auto and Truck Liability, Bodily Injury
and Property Damage ' $1.000.000; (iii) Ennm and Omissions or Professional Liability Coverage — aa
appropriate; and (iv)Workers Compensation Coverage—as required by applicable |ovv. Ra|us shall provide
one or more Certificates of Insurance with a waiver of subrogation and thirty(30)days'notice of cancellation
or change to Customer, naming Customer as an additional insured and evidencing the required coverage
before beginning work hereunder. The required amounts ofinsurance set forth above shall not bedeemed
Lobealimitation ofRe|uo' liability under this Agreement.
8. Limitation nfLiability:
(A) RELU8 SHALL NOT BE LIABLE FOR ANY SPECIAL. INDIRECT, INCIDENTAL, EXEMPLARY.
PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT
LIMITATION ANY LOST PROFITS, ARISING OUT OFTHIS AGREEMENT OR ANY PARTS OR
SERVICES PROVIDED HEREUNDER.
(B) EXCEPT FOR BODILY INJURY OR DEATH CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS
OF RELUS HEREUNDER (FOR WHICH THERE SHALL BE NO LIMIT) AND TANGIBLE PHYSICAL
PROPERTY DAMAGE CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF RELU8
HEREUNDER (WHICH 8HAL BE SUBJECT TOTHE LIMIT IN SUBSECTION (C) BELOW), IN NO
EVENT SHALL RELUG'AG8REGATELIABILITY HEREUNDER EXCEED $108.000.
(G) IN THE CASE OF TANGIBLE PHYSICAL PROPERTY DAMAGE CAUSED BY RELUS, NEGLIGENT
ACTS OR OMISSIONS HEREUNDER. IN NO EVENT SHALL RELUS' AGGREGATE LIABILITY
THEREFOR EXCEED
NAmerican sites $1.000.000
9. Warranty Dksu|ahnnn Re|uowanents that all Services ahoU be performed in a good and workmanlike
manner and that Relus and/or subcontractor or affiliate personnel possess the necessary skills and expertise
to perform the Services. OTHER THAN A8SET FORTH HEREIN, RELUSMAKES N0WARRANTY OF
ANY K|ND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ALL SUCH WARRANTIES,
INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A
PARTICULAR PURPOSE. ANY WARRANTY OR REPRESENTATION MADE BY ANY RESELLER OF
RELUS' SERVICES THAT PURPORTS TO VARY FROM, ADD TO OR CONFLICTS WITH THE TERMS
SET FORTH HEREIN |SVOID AND OFNOEFFECT.
10. Authorizations; Relationship ofParties: The parties are independent contractors and nothing herein shall
be deemed to create an agenoy, pertnership, or joint venture between the parties. Customer agrees to
authorize Re|uo and its subcontractors to act on Customer's behalf when necessary to facilitate hardware
warranty service with the OEM or, ifCustomer is receiving software support aemioo heraundor, software
patch management and implementation. To the extent the software licensor limits maintenance rights to
bona fide agents of Customer, Customer acknowledges and agrees that Re|uo and its subcontractors will
perform software support only aoabona fide agent for Customer.
11. Force Majeure: Rn|ue'n duty to perform will be suspended due to an act of God, force of nature or other
event beyond Ra|ua' control (^Fomo Majeure Event")which hinders orprevents Re|us from complying with
this Agreement and Relus shall not be liable for any non-performance or delay in performance arising directly
orindirectly from any such Force Majeure Event.
12. Miscellaneous: This Agreement ia made in and it shall be governed by and construed in accordance with
the laws of the State of Florida, including matters of construction, va|idity, performonco, and enforcement.
Venue of all disputes shall be properly placed in Seminole County, Florida. If any dispute concerning this
Contract arises under Federal |mw, the venue will be Orlando, Florida, This Agreement contains the entire
understanding between the parties and supersedes any prior understandings concerning its subject, There
are no other oral or written representations or understandings between um. This Agreement may be
amended,and rights under it may be waived, only in writing,The terms of this Agreement are severable. In
the event any term of this Agreement is declared U|ega|, inva|id, unenforceable or void, the remaining
Last Revised October |O.20!7
provisions will remain in full force and effect. No failure or delay to exercise any right or remedy hereunder
shall operate as a waiver thereof. This Agreement may not be assigned by Customer, or Relus, in whole or
in part.
13. Public Records: In accordance with section 119.0701, Florida Statutes, Relus agrees that all documents,
transactions, writings, papers, letters, tapes, photographs, sound recordings, data processing software, or
other material, regardless of the physical form, characteristics, or means of transmission, made or received
pursuant to this Agreement or in connection with any funds provided by the City pursuant to this Agreement
may be considered public records pursuant to Chapter 119, Florida Statutes. Relus agrees to keep and
maintain any and all public records that ordinarily and necessarily would be required by the City in order to
perform the services required by this Agreement. Relus also agrees to provide the public with access to
public records on the same terms and conditions that the City would provide the records and at a cost that
does not exceed the cost provided by Chapter 119, Florida Statutes or as otherwise provided by law. Relus
shall also ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law. In addition, Relus shall meet all
requirements for retaining public records and transfer, at no cost, to the City all public records in possession
of Relus upon termination of this Agreement and destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. All records stored electronically must
be provided to the City in a format that is compatible with the information technology systems of the City. If
Relus does not comply with a public records request, the City shall have the right to enforce the provisions
of this Paragraph. In the event that Relus fails to comply with the provisions of this Paragraph, and the City
is required to enforce the provisions of this Paragraph, or the City suffers a third party award of attorney's
fees and/or damages for violating the provisions of Chapter 119, Florida Statutes due to Relus's failure to
comply with the provisions of this Paragraph,the City shall be entitled to collect from Relus prevailing party
attorney's fees and costs, and any damages incurred by the City, for enforcing this Paragraph against
Relus. And, if applicable, the City shall also be entitled to reimbursement of any and all attorney's fees and
damages which the City was required to pay a third party because of Relus's failure to comply with the
provisions of this Paragraph. This Paragraph shall survive the termination of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective duly
authorized representatives.
Relus Technologi s LC Customer �• ��
SIGNATURE: SIGNATURE: ^'`
PRINT NAME:y��VT� ��C�G� PRINT NAME:
TITLE: LJ�-�'� TITLE: `I'�� M\t.ti t�tic:;•r �—
��l �� I �) DATE U
DATE:
bast Revised October 10,2017
EXHIBIT A
EQUIPMENT LIST
OEM Model Ouantity Serial Nurnber SLA Months Monthly Total -
Rate
Covet-age
Dell Poweredge 8200 I BWD31-IG I 24x7x4 12 $15.00 $180.00
Dell Poweredge 8310 1 CTD3YQI 24x7x4 12 $15.00 $180.00
Dell Po",credge 8510 1 GK63SRI 24x7x4 12 $15.00 $180.00
[)ell Poweredge 8510 1 FK63SRI 24x7x4 12 $15.00 $180.00
Last Revised October 10,2017