HomeMy WebLinkAbout911 LOGGING RECORDER PROJECT TO REPLAY SYSTEMS, INC. GOLD LEVEL
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Rept Systeme'
I SERVICE LEVEL SERVICE
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AGREEMENT
Customer Agreement#: RPL-SA3-19-0000
This Service Agreement("Agreement")is made and executed by and between Replay Systems,Inc.("Replay")and Au¢ustat
Georgia,a political subdivision of the State of Georgia.-(hereinafter referred to as"Purchaser").
WHEREAS,Purchaser has purchased the Equipment and Software identified on the attached Appendix II(the"Equipment and
Software"),and desires a service contract in connection with same,and
WHEREAS,Replay is in the business,among other things,of servicing items such as the Equipment and Software,and
WHEREAS,Purchaser is desirous of obtaining from Replay,and Replay is desirous of providing,a service contract for the
Equipment and Software,on the terms and conditions contained herein,
NOW,THEREFORE,in exchange for the mutual promises,covenants,and consideration described herein,the parties hereto
agree as follows:
1. RECITALS
The foregoing recitals are true and correct,and are incorporated herein by reference.
2 TERM
The term of this Agreement (the "Term") shall be for a period of two (2) years, commencing on 06/01/2019 and
terminating on 05/31/2021, and shall, upon mutual agreement of the Parties, in writing, renew on the same terms and
conditions,on an for three(3)successive one(1)year terms unless either party notifies the other in writing of its intention
not to renew at least thirty(30)days prior to the expiration of a Term.This Agreement shall(i)terminate absolutely and
without further obligation on the part of Augusta each and every December 31st,at 11:59 PM,as required by OCGA§
36-60-13, as amended,unless terminated earlier in accordance with the termination provisions of this Agreement; (ii)
automatically renew on each January 1st at 12:00 AM,unless terminated in accordance with the termination provisions
of this Agreement;and (iii)terminate absolutely,with no further renewals,on 05/31/2024,unless extended by written
amendment.
3. SERVICE
For the services described herein Purchaser shall pay Replay a service fee(the"Service Fee")of$147,710 for year 1
and$19,000 for year 2(provided,however,that for each one(1)year Term after the first two(2)year Term hereof,the
Service Fee shall be subject to a cost-of-living increase of no greater than five percent(5%)of the Service Fee for the
immediately preceding one(1)year Term).
Replay agrees to provide 24 hour telephone consultation,365 days a year,for service questions regarding the Equipment
and Software.
Replay agrees to provide to Purchaser local on-site service for repair of known or suspected failures of the Equipment
and Software during the Term,Monday through Friday,8:00 a.m.through 5:00 p.m.,local time,except for those holidays
listed in Appendix I. Replay service technicians dispatched by the Replay service headquarters shall arrive at the
Purchaser's place of business within eight(8)business hours of the diagnosis of a problem with one or more pieces of
the Equipment and Software covered by this agreement that requires an onsite technician.
Replacement parts for the Equipment,if needed as a result of normal wear and tear or a defect in the Equipment,will be
furnished and installed by Replay service personnel at no extra charge. The parts replaced shall become the property of
Replay. If parts must be replaced due to causes other than defects or normal wear and tear, Replay shall charge, and
Purchaser shall pay,the price in effect at the time for such parts and all reasonable expenses associated with Replay's
cost to replace said parts.
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Replacement parts(whether component parts,assemblies,subassemblies,or otherwise)may consist,in whole or in part,
of new or refurbished items,at Replay's option.
In the event that a required part is not locally available and the failed part cannot be repaired by the local Replay service
technician, parts will be shipped immediately by Replay or its supplier via 24-hour express service to arrive the next
business morning(Monday through Friday),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 business morning.
Replay shall deliver and install, at no additional cost,hardware and Software Field Engineering Change Orders on the
Equipment.
Under this Agreement,Replay resolves to work toward giving your Equipment and Software availability approaching
100%. To do this, Replay will require remote access to the recorder,but always with prior knowledge,approval, and
cooperation of Purchaser. If remote access is not permitted additional charges will apply. At such time,Replay may also
make changes to the resident Software, but never in a way that would knowingly disrupt normal operations, violate
security,or disturb Purchaser's records. In addition,Replay may,from time to time,recommend and initiate replacement
of suspect component parts at no expense to Purchaser,but with Purchaser's planned cooperation regarding replacement
work. This will always be done with every intention of minimizing disruption.
Finally,if Replay deems it advisable for a manufacturer's service technician to visit and perform machine or operational
remediation on-site,such a trip will be initiated by Replay,but with the full knowledge and cooperation of Purchaser. If
such a visit is necessitated as a result of Equipment and Software defect or normal wear and tear,the full expenses for
such visit,including per diem,living expenses and all incidental costs relating either to the trip or the service work,will
be the responsibility of Replay,with no cost to the Purchaser. In all other instances,Purchaser shall bear all costs and
expenses associated with the visit. Purchaser shall maintain on-site environmental conditions as specified by Replay on-
site representatives. These conditions will be within the common environmental range of all system components.
4. TITLE
Title to all documentation and Software relating to the Equipment shall remain with Replay or its supplier,as applicable.
Purchaser,as licensee,acknowledges that all such documentation and Software are proprietary and confidential,and will
hold in confidence all such information,as well as information concerning maintenance and diagnostics. Purchaser shall
have the right to use such Software as long as Purchaser owns the Equipment to which the Software relates,and agrees
to hold in confidence 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 in respect
thereto,all subsequent modifications of code made by Replay pursuant to maintenance and/or diagnostic evaluation,and
all documentation relating to any of the foregoing. Purchaser ensures that access to such information will be limited to
employees who must have access to use the Equipment and Software effectively. The terms,provisions,and obligations
of this section 4 shall survive the termination of this Agreement.
5. EXCLUSIONS
Replay's services to the Purchaser hereunder do not include:
a. Electrical work external to the Equipment;
b. Maintenance of accessories,attachments,machines,or devices other than the Equipment and Software and/or
not furnished by Replay;
c. Repair of damages resulting from:accident,neglect,negligence,intentional conduct,or misuse not caused by
the acts or omissions of Replay's officers,employees,or agents;fluctuations of temperature or humidity;failure
of electrical power;lightning;causes other than ordinary use;or maintenance or repair of the Equipment and
Software by persons other than Replay personnel or its authorized representatives;
d. Painting or refinishing,making changes or modifications unrelated to a failure of the Equipment and Software,
or performing services connected with relocation of Equipment and Software;
e. Adding or removing accessories,attachments,or other devices;
f. Services rendered impractical due to alterations to the Equipment and Software by Purchaser or because of
electrical or other connections to the Equipment and Software not supplied by Replay;
g. Any products or accessories deemed disposable items (i.e., headsets, tapes, DVDs, phone couplers, logger
patches)
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h. Any items or services not specifically described in section 3,above.
i. Customer provided servers
6. CHARGES
Charges for services provided under this Agreement are invoiced on an annual basis and are payable by Purchaser upon
receipt of invoice.All other charges hereunder are likewise payable by Purchaser on receipt of invoice. Invoice amounts
not paid by Purchaser within thirty(30)days from the date of invoice shall be deemed delinquent,Furthermore,Replay's
obligations hereunder during the Term,and during any renewal thereof,shall commence only after receipt of full payment
by Purchaser of the invoice for said Term, and Replay may suspend service hereunder during any period in which
payment of any invoice is delinquent. If the continuity of coverage under this Agreement (or between the date of
termination of the original manufacturer's warranty and the date of commencement of the initial Term of this Agreement)
is interrupted or suspended due to non-receipt of payment from the Purchaser,or for any reason other than an action or
omission on the part of Replay,Replay may require an on-site evaluation of the Equipment and Software to determine
the condition of the Equipment and Software before continuation of this Agreement goes into effect. The cost of parts,
labor,and travel to conduct such an evaluation,and all expenses incurred in order to return the Equipment and Software
to serviceable standards of operation as deemed necessary by Replay,will be responsibility of Purchaser.
7. OPTION TO REPLACE
Purchaser shall have the option,at any time during the Term hereof,to replace the Equipment and Software by purchasing
from Replay such replacement Equipment and Software(if any)as may be then-offered by Replay. Should Purchaser
exercise said option, (a)Replay shall sell such replacement Equipment and Software to Purchaser at a discounted rate
from Replay's then-published prices for same, (b)this Agreement shall remain in effect,but shall be tolled during the
original manufacturer's warranty period for the replacement Equipment and Software(if any),and(c)Appendix II hereof
shall be deemed amended to substitute the replacement Equipment and Software for the Equipment and Software
replaced.If replaced equipment and software is in good condition,a trade-in value may be applied.
8. GENERAL
a. Replay's 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 and
Software materials,or qualified labor sufficient to fill its orders;government interference or regulations; and
other causes beyond Replay's control.
b. Any or all of Replay's rights or obligations under this Agreement may be assigned by Replay upon mutual,
written agreement of the Parties,and,Replay shall be release of all obligations hereunder,which obligations
shall be the responsibility of the assignee thereof.
c. Replay reserves the right to modify or delete any term of this Agreement effective as of any anniversary date
of the Agreement by giving at least thirty(90)days prior written notice to Purchaser. Purchaser may then elect
to accept the Agreement with such modification(s)or deletion(s),or to terminate the Agreement.
d. This agreement may be entered into and/or modified only by Replay's President and an authorized
representative of Purchaser. Purchaser represents and warrants that the person executing this Agreement on
behalf of Purchaser is duly authorized to take such action on behalf of Purchaser.
e. LIMITED WARRANTY AND LIMITATION OF LIABILITY. REPLAY'S LIABILITY TO
PURCHASER HEREUNDER FOR DAMAGES IN CONTRACT SHALL BE LIMITED TO, AND
SHALL NOT EXCEED, THE MAXIMUM TOTAL CHARGES PAID OR PAYABLE BY
PURCHASER TO REPLAY FOR SERVICES DURING ANY ONE YEAR UNDER THIS
AGREEMENT. ANY DAMAGES IN TORT,INCLUDING NEGLIGENCE,SHALL BE LIMITED TO
THE AMOUNT OF ACTUAL DAMAGES. THIS IMPLIED WARRANTY AND LIMITATION OF
LIABILITY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF "MERCHANTABILITY" OR "FITNESS FOR A PARTICULAR
PURPOSE." IN NO EVENT SHALL REPLAY BE LIABLE FOR ANY LOSS OF DATA,NOR FOR
LOST PROFITS,NOR FOR SPECIAL,CONSEQUENTIAL,OR INDIRECT DAMAGES.
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f. Any controversy arising from this Agreement shall be governed by the laws of the State of Georgia, and the
litigation of any disputes arising out of this Agreement shall occur in the Superior Court of Richmond County,
Georgia or the United States District Court for the Southern District of Georgia,Augusta Division.
9. GRANT LICENSE
The Software Product is licensed,not sold,and is intended for use by Purchaser as a single product.Its component
parts may not be separated for use on more than one computer.
Purchaser may install and use the Software Product on any computer for which it has been assigned an Activation Key.
The Software Product may not be rented,leased,loaned or distributed to any third party.However,the Software
License may be permanently transferred provided that the recipient agrees to the terms of this Service Agreement.
Purchaser may make backup copies of the Software Product for all computers on which the Software Product is
lawfully installed,for Purchaser's sole use and/or disaster recovery purposes.
Copyright notices must be maintained on the Software Product and all copies.
10. SCOPE OF SOFTWARE SERVICES
Replay agrees to provide Maintenance Services to keep the Software for Purchaser's Digital Voice Logging system in,
or restore it to,good working order.Service will be performed during hours set forth in the Contract.Services
requested or required by the Purchaser outside these hours will be charged at Replay's then current schedule of rates
and will be in addition to the Charges contained in this agreement. Where the Purchaser requests additional services
outside the scope of this agreement,Replay may provide those services at standard time and material rates and
conditions then in effect.
Software Maintenance Services do not apply where a defect is caused by:
•Improper use;
•Failure by the Purchaser to provide a suitable physical environment;
•Alterations,amendments or attachments to the System that have not been approved in writing by Replay;
•Fire,flood,lightning,earthquake and any other events over which Replay has no control;
•Service work not performed by Replay
11. SCOPE OF HARDWARE SERVICES
Replay agrees to provide the hardware Maintenance Services outlined herein to keep the server in good working
condition for a period of five(5)years from the original date of purchase. Maintenance Services may be provided on
servers outside of this period,or on Customer Provided Servers,at Replay's option only.
This Agreement replaces and supersedes any previous service agreement between the parties,and constitutes the entire Agreement
between the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF,the parties have executed this Agreement by their duty authorized representatives on the day and year
set forth below.
SELLER: PURCHASER:
REPLAY SYSTEMS,INC. AUGUSTA-RICHMOND COUNTY,GEORGIA
6555 N.PO •.., RD., TE j 535 TELFAIR STREET
FORT LAUDW -' AUGUSTA GA 3 901
BY: 40/710,4r.' --.:-..4.- ..--- a.,4,, 0,,, .."-,......" ' " "'‘.
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OF
SCOTT H RLEY,PRESIDENT HARDIE D��.1.4. 'f#.'. Ix
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DATE: May 28,2019r4 �-
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GOLD LEVEL 1 ss/replay:serviceag.10.7.03/w 01.23.19
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GOLD LEVEL SERVICE AGREEMENT
APPENDIX I
HOLIDAY SCHEDULE
Holiday
New Year's Day
Presidents Day
Good Friday
Memorial Day
Independence Day
Labor Day
Veteran's Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve
Christmas Day
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APPENDIX II
Hardware, Software and voice cards as listed below:
Quantity Part Number Description
Software
1 NPS-INF-AQUAAPI NICE Inform API for integration with AQUA-per single concurrent user connection
71 NPS-INF-PROF1CH (1)Primary Inform Professional Audio channel license,including Inform Professional
applications site license,User Registration application,Record-on-Demand
application,CTD,telephony CDR,CTI and ANI/ALI support.
71 NPS-INF-PROFRES-PPC (1)Resilient Inform Professional Audio Recording channel license,including Inform
Professional applications site license,CTD,telephony CDR,CTI and ANI/ALI support).
19 NPS-INF-SCREEN1CH (1)Inform Professional/Elite Software Screen Recording channel license,including
Inform Professional/Elite application support.(1)screen recording channel records
one workstation,regardless of the number of screens attached.
71 NPS-INFRM-QAPACK-PPC QA PACK Site license(Evaluator)
19 NPS-INF-TEXT1CH (1)Inform Professional Text Recording channel license,including Inform Professional
application support
Hardware
Quantity Part Number Description
2 RPL-SVR-5U-HPML350 HP-ML350 Gen9 SFF,Intel XeonE5-2620v4 8 Core 2.1Ghz CPU,32Gb
RAM(2)1TB 12G SAS 3.5 HDD,Dual hot swap 800W power supplies,
HP 9.5mm SATA DVD-RW,Windows Server 2012 or 2016 OS,4 PCIe
Full Size full height.Note slots 5-9 require 2nd CPU and Memory(RPL-SVR-2CPU-
HPML350 Required).**See HP Raid 1 X 2 for VPI V5/6.
3 NPS-MYSQL-STD MySQL Server license(Standard Edition)
3 NPS-SQL2016-64CAL-SVR MS SQL 2016 64 bit Server Client Access License
8 NPS-SQL2016-64CAL-USR MS SQL 2016 64 bit User Client Access License
6 NPS-INF-ADTFULL Analog/Digital/Trunk full length PCI-E interface board(NO CABLE included)
2 NPS-NR-CTC Contact closure board for up to 96 recording channels
6 NPS-NR-ANA-DIGCABLE-15 Connection cable 15m for Analog/Digital cards
1 RPL-NAS-16TB READYNAS 2120 NAS Server-16TB Rack Mountable-4X4TB-1U
1 RPL-SVR-2U-17DL180 HP DL180 Gen9 8LFF,2 x E5-2620v4 2.10 GHz 8 Core,32GB RAM HPE(2)1TB 12G SAS
7.2K rpm LFF(3.5in)HP Storage Array P440ar/2GB
Controller,,HP RAID 1 HP(2)900w Plat Power Supply,Win Svr 2016,
1*4-Port Gigabit Ethernet Adapter.*VPI V-Portal AIO required
2 NPS-NR-SPLITSERIAL-CABLE Split Serial Cable RS232 10 meter(used for CDR)
Managed Services
Quantity Part Number Description
2 RPL-RM-LEVEL 3 Remote Monitoring Heartbeat and Critical Error(Windows and recorder)plus quarterly
Microsoft Updates and AntiVirus Updates(must be supported).Priced per server,per
site,per year.
3600 RPL-QA Replay Systems Independent Quality Assurance Services.Price per evaluation.Minimum
contract amount is for 600 evaluations per year.
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