Loading...
HomeMy WebLinkAboutItem 07 Approval to Terminate Fire Station Alerting System Service Agreement with JSC Systems, Inc., and Enter into a New Fire Station Alerting System Service Agreement with US Digital Designs ocoee florida AGENDA ITEM COVER SHEET Meeting Date: August 6, 2019 Item # 7 Reviewed By: Contact Name: Fire Chief John Miller Department Director: Jo M. M. Contact Number: 407-905-3140 City Manager: Robert Fite . ,/ Subject: Approval to Terminate Fire Station Alerting System Service Agreement wit JSC Systems, Inc., and Enter into a New Fire Station Alerting Service Agreement with US Digital Designs Background Summary: The Ocoee Fire Department utilizes the Orange County Fire Rescue dispatching system and software. As such, when Orange County adopted the Phoenix G2 Fire Station Alerting System, Ocoee adopted the same and entered into a Fire Station Alerting System Service Agreement with JSC Systems, Inc. (JSC), the representative selected by Orange County and supported by manufacturer US Digital Designs (USDD). On May 24, 2019, a Mutual Termination Agreement went into effect between USDD and JSC, effectively ending JSC's support of Orange County's, and by extension Ocoee's, Phoenix G2 systems. JSC and USDD have also executed a Mutual Termination Agreement ending JSC's relationship with Ocoee, freeing the Fire Department to seek system support elsewhere. Representatives from USDD contacted the Fire Department to extend an offer to enter into a new Service Agreement in the same capacity as JSC, which they have also agreed to with Orange County. Based on the terms USDD has offered, the Annual Fee is slightly lower and the hourly rate for onsite services is four dollars ($4) less per hour than JSC's. Issue: Should the Mayor and City Commission approve and authorize the Mayor the enter into the Mutual Termination Agreement between the Ocoee Fire Department, USDD, and JSC; and further approve and authorize the Mayor to enter into the Service Agreement with USDD for the provision of software support and hardware maintenance to the fire station alerting system? Recommendations: Staff recommends the Mayor and City Commission approve and authorize the Mayor to enter into both the Mutual Termination Agreement with USDD and JSC, and the Service Agreement with USDD. Attachments: • Mutual Termination of Service Agreement • Service Agreement Financial Impact: There is no financial impact caused by entering the Mutual Termination of Service Agreement with USDD and JSC, and entering the Service Agreement with USDD. Funds for the annual fees as well as additional onsite services have been included in the FY 2019 budget; and the annual fee and hourly rates charged by USDD are slightly lower than those charged by JSC. Type of Item: (please mark with an "x") Public Hearing For Clerk's Dept Use: Ordinance First Reading X Consent Agenda Ordinance Second Reading Public Hearing Resolution Regular Agenda X Commission Approval Discussion&Direction X Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney N/A Reviewed by Finance Dept. 7c —c7YuAsk-- N/A Reviewed by 0 N/A 2 MUTUAL TERMINATION OF SERVICE AGREEMENT This Mutual Termination Agreement("Agreement")is made this day of 2019,between US Digital Designs,Inc.("USDD"),JSC Systems,Inc. ("JSC")and Ocoee Fire Rescue Department("Ocoee"). 1. Recitals. a. USDD and JSC entered into a Fire Station Alerting System Purchase Contract ("Purchase Agreement")on or about March 9,2016 for the provision of the Phoenix G2 Fire Station Alerting System(the"System"),including USDD providing remote warranty and post-warranty service and support to Orange County Fire Rescue("OCFR"),and to the communities dispatched by OCFR, including Ocoee,Maitland Fire Rescue and Winter Garden Fire Rescue (collectively sometimes referred to as"Dispatch Agencies"). b. On or about June 21,2016,Ocoee,USDD and JSC entered into a Service Agreement for the provisions of post-warranty support on the System acquired by Ocoee. Said Service Agreement was amended by First Addendum dated May 31, 2017. c. On May 17,2019,JSC and USDD entered into a Mutual Termination Agreement, effective as of May 24,2019 for the purpose of terminating the Purchase Agreement and their relationship as it related to sales,support and post-warranty services of the System to OCFR and the Dispatch Agencies. The Mutual Termination included the termination any Service Agreements entered into between a Dispatch Agency,USDD and JSC,including Ocoee.USDD agreed that it would assume service and support obligations and attempt to enter into new Service Agreements with these Dispatch Agencies. d. USDD and Ocoee wish to enter into a new Service Agreement. Notwithstanding the foregoing,prior to entering into the new Service Agreement,Ocoee requires that each party hereto execute this Agreement acknowledging that the prior Service Agreement is terminated. e. For and in consideration of the foregoing,and other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the parties agree as follows. 2. Definitions. Any capitalized terms not otherwise defined in this Agreement shall have the same meaning as set forth in the Purchase Agreement and Service Agreements. 3. Termination of Service Agreement. The parties mutually terminate for convenience the Service Agreement, effective as of May 24, 2019 ("Effective Date"). As of the Effective Date. JSC shall have no obligations to provide service and support on Ocoee's System or collect Annual Fees as set forth therein, and that such Service Agreement is no longer in force or effect. 4. Mutual Releases. Each party, and its respective officers, employees, directors, agents and representatives hereby release the other party from and against any and all claims, losses, damages, liabilities, demands, costs and expenses attributable to, or arising out of, in any way the Service Agreement. 5. Governing Law. This Agreement will be governed by and construed according to the laws of the State of Florida without regard to conflicts of law principles. 6. Authority. Each person signing this Agreement on behalf of a party represents and warrants that the execution and performance of this Agreement by such party has been duly authorized by all necessary laws, resolutions, and corporate action, and this Agreement constitutes the valid,binding, and enforceable obligations of such Party in accordance with its terms. 7. Successors and Assigns. This Agreement, and in particular the mutual releases contained herein shall be binding on the successors and assigns of each party and shall be effective as of the date this Agreement is signed by both parties. 8. Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties with respect to the Agreement, and it supersedes and replaces all prior negotiations,proposed agreements and agreements related to the Agreement, and may not be amended,modified or changed in any manner without the written consent of each party hereto. 9. Prior Review of this Agreement. Each party acknowledges that this Agreement has been fully read,reviewed and understood by each party. 10. Severability. If any provision of this Agreement is held to be invalid,void or unenforceable,the balance of the provisions will,nevertheless, remain in full force and effect and will in no way be affected, impaired, or invalidated. 11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,but all of which, together, shall constitute one and the same original document. 12. General Interpretation. This Agreement shall be construed without regard to any presumption or rule requiring construction(i) against the party causing all or any part of such instrument to be drafted, or(ii) in favor of the party receiving a particular benefit under this Agreement. 13. Further Assurances.Each Party agrees to execute any •• ional instruments and take any further actions as may be reasonably necessary or conve '-nt o as may be reasonably requested by the other Party in order to consummate and c. , out t is Agreement. JSC Systems,Inc. US •igital a a,igns,Inc. By4IPB _ � Y Its: -PR►isSDENr Dominic Magnoni,Vice 'resident Ocoee Fire Rescue Department: By Name: Its: CITY OF OCOEE SIGNATURE PAGE FOR MUTUAL TERMINATION OF SERVICE AGREEMENT APPROVED: ATTEST: CITY OF OCOEE,FLORIDA Melanie Sibbitt, City Clerk Rusty Johnson,Mayor DATE: (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE,FLORIDA COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND LEGALITY ON ,2019 this day of ,2019 UNDER AGENDA ITEM NO. . SHUFFIELD,LOWMAN&WILSON,P.A. BY: Scott A. Cookson, City Attorney US DIGITAL DESIGr1S IF lop ..,,e(Ds Oft ' S ,. isNiiiiiie 1ilr SERVICE AGREEMENT This Service Agreement("Agreement") is made by and between US Digital Designs, Inc. ("USDD"),with its principal place of business at 1835 East Sixth Street, Suite 27, Tempe, Arizona 85281, and the following entity("Customer"): City of Ocoee Fire Rescue Department Attn: Fire Chief John Miller 150 North Lakeshore Drive Ocoee, FL 34761 Telephone: (407) 905-3140 Email: jmiller@ocoee.org 1. Recitals. a. Customer acquired the Phoenix G2 Fire Station Alerting System(the"System" as more fully defined below)manufactured by USDD, and entered into a service agreement with JSC Systems, Inc. ("JSC") and USDD for the provision of software support and hardware maintenance to the System. b. On May 17, 2017, JSC and USDD agreed to mutually terminate their relationship as it related to the sales and service of the System in Orange County, Florida including terminating for convenience the service agreement entered into by Customer. c. Customer requires software maintenance and hardware repair services for its System. USDD has agreed to assume and provide service for Customer's System pursuant to the terms, conditions, and limitations of this Agreement. d. It is the intention of the Customer and USDD that the provisions of this Agreement shall supersede and control the parties' rights and obligations with respect to the services and support to be provided. US Digital Designs—Service Agreement Page 1 of 9 e. In consideration of the forgoing, and for other good and valuable consideration, the parties hereby agree to the terms set forth in this Agreement. 2. Revocation of Prior Agreements. Each party to this Agreement hereby revokes the rights and obligations of such party to the other under Service Agreement dated June 21, 2016 (as amended), and the provisions of said agreements with respect to the parties of this Agreement are hereby null and void. 3. Definitions. For purposes of this Agreement, the following terms shall have the following meanings: a. "Additional Services" shall have the meaning set forth in Section 7,below; b. "Application or App"shall mean the Phoenix G2 FSA Mobile Application for iOS and Android mobile devices. c. "Commencement Date"shall be May 25,2019; d. "Hardware"means a physically tangible electro-mechanical system or sub-system and associated documentation provided to Customer by USDD,provided however,Hardware shall not include any televisions or monitors manufactured by third parties; e. "Emergency Support"means telephone access for Customer's "System Administrator" (as defined below)to USDD's senior staff and engineers in the event of a Mission Critical Failure. f. "Mission Critical Failure"means a failure in the materials, workmanship or design of the System that causes any fire station served by the System to be incapable of receiving dispatches through all communications paths,provided however, that any such failure caused by operator error, internet or telephony service outages, misuse or neglect of the System or any cause outside of USDD's direct control does not constitute a Mission Critical Failure. g. "Services" shall have the meaning set forth in Section 3,below; h. "Software"means software programs, including embedded software, firmware, executable code, linkable object code, and source code, including any updates, modifications,revisions, customization requested by Customer, copies, documentation, and design data that are licensed to Customer by USDD; i. "System"means all Hardware and Software purchased by Customer either directly from USDD or authorized USDD Reseller under any contract,purchase order, or arrangement that is used exclusively by Customer as part of its fire station alerting system,provided however, that the term"System" specifically US Digital Designs—Service Agreement Page 2 of 9 excludes any components, hardware, or software provided by third parties, including without limitation Customer's computers, lap tops, computer peripherals,monitors, televisions, routers, switches, operating systems, computer programs, applications, internet and network connections, and any other parts or items not provided to Customer directly by USDD; j. "Term"means the period of time during which this Agreement is in effect, including the Initial Term and all Additional Terms, as defined in Section 9, below. k. "USDD Holidays" shall mean: New Years Day, Good Friday, Memorial Day, Fourth of July, Labor Day, Columbus Day, Thanksgiving Day and the following Friday, and Christmas Day. Notwithstanding, USDD will have a least one software engineer available for support on Good Friday and Columbus Day. 4. USDD Scope of Services. During the Term of this Agreement,USDD agrees to provide Hardware repair service and Software updates and maintenance for the System(collectively the "Services"). Subject to all other terms and conditions contained in the Agreement, the Services shall include the following: a. Technical phone support Monday through Friday from 08:00 to 17:30 MST, excluding USDD holidays; b. Remote access support Monday through Friday from 08:00 to 17:30 MST, excluding USDD holidays; c. Emergency Support, available 24 hours per day, for Customer's System Administrator in the event of a Mission Critical Failure; d. Updates for all System Software, as and when released by USDD; e. Twenty-four(24)App licenses per each ATX Station Controller that is part of the System and covered under this Agreement. Use of the App shall be strictly governed by the Mobile Application End User's Agreement that must be accepted by each user at the time the software is downloaded. f. Repair of defective or malfunctioning Hardware (not otherwise covered under the USDD warranty applicable to the Hardware) at USDD's principal place of business; and g. Ground shipping for the return of repaired Hardware. 5. Onsite Services. In addition to the Services described above, USDD will arrange for the provision of onsite services by a G2 Certified Technician to troubleshoot Hardware,perform routine testing of the System, and uninstall and/or reinstall Hardware, as may be requested by Customer("Onsite Services.")All Onsite Services shall be billed in accordance with the fee US Digital Designs—Service Agreement Page 3 of 9 schedule set forth in Exhibit A attached hereto and incorporated herein by this reference. USDD shall Invoice for the Onsite Services at the time they are requested by Customer. Payment of such invoices shall made in accordance with the Florida Prompt Payment Act as from time to time in effect. Onsite Services shall not include the installation of new Hardware purchased and added to the System, nor the cost to install replacement Hardware not covered by this Agreement. 6. Hardware Repairs. If a Hardware component requires repair and a valid claim is made during the Term, at its option,USDD will, at its principal place of business, either(1)repair the Hardware at no charge,using new parts or parts equivalent to new in performance and reliability or(2) exchange the Hardware with a product that is new or equivalent to new in performance and reliability and is at least functionally equivalent to the original Hardware. When a product or part is exchanged, any replacement item becomes the Customer's property and the replaced item becomes the property of USDD. Parts provided by USDD in fulfillment of the Services must be used in the System to which this Agreement applies. Customer shall be responsible for and bear all risks and costs of shipping any Hardware to USDD for repair. USDD shall be responsible for and bear all risks and costs of returning any Hardware to Customer after repair or replacement. Replacement Hardware will be returned to Customer configured as it was when the Hardware was originally purchased, subject to applicable updates. 7. Claims. Prior to requesting Services, Customer is encouraged to review USDD's online help resources. Thereafter,to make a valid claim hereunder, Customer must contact USDD technical support and describe the problem or defect with specificity. The first such contact must occur during the Term. USDD's technical support contact information can be found on USDD's web site: http://stationalerting.com/service-support/. Customer must use its best efforts to assist in diagnosing defects, follow USDD's technical instructions, and fully cooperate in the diagnostic process. Failure to do so shall relieve USDD of any further obligation hereunder. 8. Limitations. The Services specifically and expressly exclude any repair, software installation,update, or other service that is necessitated by the Customer's misuse or neglect of the System, damage arising from Customer's failure to follow instructions relating to the product's use, cosmetic damage, including but not limited to scratches, dents and broken plastic on ports, alterations or repairs to the System made by any person other than an authorized USDD representative, failure of environmental controls or improper environmental conditions, modification to alter functionality or capability without the written permission of USDD,use with non-USDD products, any damage caused by fire, flood,vandalism,terrorism, riot, storm, lightning, or other acts of nature or civil unrest. Except for Onsite Services that may be requested by Customer in accordance with Section 4 above, the Services shall not include disassembly or re-installation of any Hardware at Customer's site. The Services shall not include the repair of any Hardware that is determined to be obsolete or irreparable in USDD's sole discretion. The Services shall not include repair or replacement of televisions or monitors manufactured by third parties. Repair or replacement of such components shall be subject exclusively to the manufacturer's warranty, if any. USDD shall not be liable to provide Services at any time when Customer is in breach of any obligation to USDD under this Agreement or any other contract. US Digital Designs—Service Agreement Page 4 of 9 9. Additional Services by USDD. Except for the Services, all other acts or performances requested or required of USDD by Customer("Additional Services")will be charged at USDD's then current rates and will be in addition to all other fees and charges payable by Customer under this Agreement. USDD's current rate is $250 per hour. Additional Services shall include (without limitation) Customer's use of Emergency Support in the absence of a Mission Critical Failure and any Services provided by USDD on a rush basis or during hours not included in the description of the Services set forth above. Payment shall be made in accordance with the Florida Prompt Payment Act as from time to time in effect. 10. Customer Facilitation of Services. In order to facilitate USDD's delivery of the Services, Customer will appoint a person from its staff to consult with USDD and provide such information, access, description, and guidance as is necessary for USDD to perform its duties hereunder("System Administrator"). The Customer will ensure that the System Administrator is reasonably available to USDD. USDD may rely on the direction of the System Administrator in performing its duties hereunder, including without limitation, direction to provide Additional Services. The Customer may replace the person serving as its System Administrator only upon prior written notice to USDD. Without limiting the foregoing, Customer will be responsible for the following: a. The provision of VPN using SSH protocol for remote access to the System for remote access support; b. The procurement and/or provision of all computers,peripherals, and consumables (collectively"Customer Equipment"), including printer paper,toner and ink necessary for the operation, testing,troubleshooting, and functionality of the of the System; c. Any configuration and regular maintenance that is normally undertaken by the user or operator as described in the operating manual for the Customer Equipment, including the replacement of UPS batteries as necessary; d. Providing a stable means of data transmission between the System Gateway and each fire station serviced by the System necessary for the installation,testing and functionality of the of the System; such means of data transmission may include, but is not limited to, TCP/IP, data modems, leased lines,radios, etc; e. The correct use of the System in accordance with USDD's operating instructions; and f. The security and integrity of the System. 11. Ongoing Service Term,Renewal and Termination. The initial term of this Agreement shall begin on the Commencement Date and shall continue for one year("Initial Term"). Unless previously terminated as set forth in this Section, Customer may renew this agreement for four (4) additional one-year terms (each an"Additional Term")by giving written notice of Customer's intent to renew at least 30 days prior to the expiration of the Initial Term or any Additional Term, as the case may be, or by timely payment of the"Annual Fee" (as defined US Digital Designs—Service Agreement Page 5 of 9 below). This Agreement may be terminated by either party by providing written notice of termination to the other party at least 30 days prior to the expiration of the Initial Term or any Additional Term. USDD may terminate this Agreement for any breach hereof upon 30 days written notice. The notice shall specify the nature of the breach. If Customer fails to cure the breach within 30 days, this Agreement shall be terminated. Upon termination of this Agreement, all sums previously paid to USDD shall be nonrefundable. 12. Annual Fees. On or before the first day of the Initial Term and each Additional Term (each a"Due Date"), Customer shall pay USDD an Annual Fee in advance for the Services and to be delivered hereunder(the"Annual Fee"). The Annual Fee shall be the product of the total cumulative sales price of all Hardware, Software, and other tangible goods or equipment provided to Customer at any time under any circumstances ("Base Amount"), multiplied by.09. The parties acknowledge that the Base Amount for the Initial Term is $105,086.42, and the Annual Fee for the Initial Term shall be$9,457.78. Customer acknowledges and agrees that the Base Amount is cumulative and will increase by the purchase price of all Software, Hardware and Services purchased in the future. In addition, Customer agrees that the Annual Fee does not include the cost of Onsite Services, and that such cost is in addition to the Annual Fee. USDD may calculate the Base Amount, determine the Annual Fee and invoice Customer therefore 45 days prior to the subject Due Date. Payment of the annual Fee shall be made in accordance with the Florida Prompt Payment Act as from time to time in effect. Annual Fees are nonrefundable. 13. Limited Warranty. USDD warrants that the Services performed hereunder will be carried out with due care and attention by qualified personnel. Defective Hardware subject to repair hereunder will be repaired to good working order. TO THE EXTENT PERMITTED BY LAW, THIS WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS,WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS OR IMPLIED. AS PERMITTED BY APPLICABLE LAW, USDD SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES,INCLUDING,WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS. If USDD cannot lawfully disclaim statutory or implied warranties then to the extent permitted by law, all such warranties shall be limited in duration to the duration of this express warranty and to repair or replacement service as determined by USDD in its sole discretion. No reseller, agent, or employee is authorized to make any modification, extension, or addition to this warranty. If any term is held to be illegal or unenforceable, the legality or enforceability of the remaining terms shall not be affected or impaired. EXCEPT AS PROVIDED IN THIS WARRANTY AND TO THE EXTENT PERMITTED BY LAW, USDD IS NOT RESPONSIBLE FOR DIRECT, SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION, OR UNDER ANY OTHER LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF USE; LOSS OF REVENUE; LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF GOODWILL; LOSS OF REPUTATION; and LOSS OF, DAMAGE TO OR CORRUPTION OF DATA. USDD IS NOT RESPONSIBLE FOR ANY INDIRECT LOSS OR DAMAGE HOWSOEVER CAUSED INCLUDING THE REPLACEMENT OF EQUIPMENT AND PROPERTY,ANY COSTS OF RECOVERING PROGRAMMING OR REPRODUCING ANY PROGRAM OR DATA US Digital Designs—Service Agreement Page 6 of 9 STORED OR USED WITH USDD PRODUCTS,AND ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON THE PRODUCT. USDD disclaims any representation that it will be able to repair any hardware under this warranty or make a product exchange without risk to or loss of the programs or data stored thereon. 14. Force Majeure. Except for Customer's duty to pay sums due hereunder,neither party will be liable for any act, omission, or failure to fulfill its obligations under this Agreement if such act, omission or failure arises from any cause beyond its control including acts of nature, strikes, lockouts, riots, acts of war, acts of terrorism, epidemics,governmental action after the date of this Agreement, fire communication line failures,power failures, earthquakes or other disasters. The party unable to fulfill its obligations due to Force Majeure will immediately: a. Notify the other in writing of the reasons for its failure to fulfill its obligations and the effect of such failure; and b. Use all responsible endeavors to avoid or remove the cause and perform its obligations. 15. Headings and Usage. The headings, captions, and section numbers contained herein are provided for convenience only and are not part of the terms of this Agreement. When the context of the words used in this Agreement indicate that such is the intent,words in the singular shall include the plural, and vice versa, and the references to the masculine, feminine or neuter shall be construed as the gender of the person, persons, entity or entities actually referred to require. 16. Waiver. No failure or delay, in any one or more instances, to enforce or require strict compliance with any term of this Agreement shall be deemed to be a waiver of such term nor shall such failure or delay be deemed a waiver of any other breach of any other term contained in this Agreement. 17. Governing Law; Parties in Interest. This Agreement will be governed by and construed according to the laws of the State of Florida without regard to conflicts of law principles and will bind and inure to the benefit of the successors and assigns of the parties. 18. Execution in Counterparts. This Agreement may be executed in counterparts, all of which taken together shall be deemed one original. The date of this Agreement shall be the latest date on which any party executes this Agreement. 19. Entire Agreement. This Agreement contains the entire understanding between the parties, and supersedes any prior understandings and agreements between or among them with respect to the subject matter hereof This Agreement may not be amended, altered, or changed except by the express written agreement of the parties. 20. Joint Effort. This Agreement has been drafted through the joint efforts of the parties and shall not be construed against any party on the basis that such party is the drafter of this Agreement or any term thereof. US Digital Designs—Service Agreement Page 7 of 9 21. Savings Clause. In the event any part,provision, or term of this Agreement is deemed to be illegal or unenforceable,this Agreement shall be construed as if such unenforceable part, provision, or term had not been included herein. Such illegal or unenforceable part,provision, or term shall be deemed revised to the extent necessary to cure its defect and such revision and the remainder of the Agreement shall be and remain in full force and effect. 22. Customer Representative. The undersigned representative of Customer hereby represents and warrants that s/he has the authority to bind Customer and that the execution, delivery and performance by Customer under this Agreement will not violate the provisions of any law, rule,regulation or policy, and will not conflict with or result in the breach or termination or constitute a default under any agreement or instrument to which Customer is a party. Ocoee Fire Rescue Depaitalent: US Digital Designs, Inc.: By: By Name: DOMINIC MAGNONI,Vice President Its: Date: Date: US Digital Designs—Service Agreement Page 8 of 9 EXHIBIT A Onsite Services Standard Services: 7:00 am to 5:00pm Eastern Time—weekdays Hourly Rate: $112.00 (exclusive of materials) Minimum of 2 hours for each service call Response time: Up to three (3)hours Mission Critical(Emergency) Services: 5:00 pm to 6:59 am Eastern Time—weekdays Weekends and Holidays are considered Emergency Service hours Hourly Rate: $185.00 Response Time: 1 hour(including telephone responses) • US Digital Designs—Service Agreement Page 9 of 9 CITY OF OCOEE SIGNATURE PAGE FOR SERVICE AGREEMENT US DIGITAL DESIGNS APPROVED: ATTEST: CITY OF OCOEE,FLORIDA Melanie Sibbitt, City Clerk Rusty Johnson,Mayor DATE: (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE,FLORIDA COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND LEGALITY ON ,2019 this day of ,2019 UNDER AGENDA ITEM NO. . SHUFFIELD,LOWMAN&WILSON,P.A. BY: Scott A. Cookson, City Attorney