SPS VAR Services Agreement
P r o j e c t D e s c r i p t i o n
SPS VAR, LLC. (We) agree to provide Services described in a Statement of Work and any Attachments(s) below to our Customer (You) under the terms of this Agreement. You are responsible fo r any project management and for any results achieved, unless specified otherwise in the Statement of Work. We do not provide Services under the terms of your purchase order.
Services herein are provided on a fixed-price (“Fixed-Price Services”) basis per annum as a retainer and for a fixed price per event and per day if customer declares an outage and engages SPS VAR in a recovery of their system.
The Statement of Work specifies both fixed-price and estimated expenses. The expense estimate is not a fixed-price commitment.
Charges will equal the fixed-price plus actual expenses and any applicable sales taxes.
This Project Description, the Statement of Work and the Additio nal Terms form our complete agreement (the “Agreement”) regarding these Services and replace any prior oral or written communication between us. By signing below, both of us agree to these terms.
Agreed to: (Customer legal name & address) Agreed to:
City of Camarillo SPS VAR, LLC
601 Carmen Drive P.O. Box 8869
Camarillo, CA 93010 Atlanta, GA 31106
B y :
A u t h o r i z e d S i gnature A u t h o r i z e d S i gnature
N a m e ( p r i n t ) : N a m e ( p r i n t ) :
T i t l e : T i t l e :
D a t e : D a t e :
A g r e e m e n t N u m b e r : __2024020801LBB_____________
Installed Address for Location of Current System
601 Carmen Drive
System Machine Type and Model: 9105-41B sn 787DC81
OS Level: V7.4
Installed Tape Drive Machine Type and Model: 7226-1U3 LTO7 Drive LTO6 Tape Media
Tom Lewis
President
Greg Ramirez
City Manager
04 / 18 / 2024
SPS VAR Services Agreement
2 S t a t e m e n t o f W o r k
Project Name: Total Care Recovery – Disaster Recovery for IBMi
Fixed-Price Services: $ 4,850 Annual Contract *Invoiced Upon Project Start $ 14,550 Option: 3 year Initial Term may be priced prorata to align with certain dates $ 350 Annual SAVE21 Routine Review
$ 1,050 Option: 3 year Initial Term
$ 2,000 for any Declared Emergency
$ 100 Daily Charge during declared emergency (up to 120 days)
Estimated Expenses: $ <100 Postage Real and Actual Expenses in case of a declared emergency
Estimated Start Date: _06/01/2024_ End Date: _05/31/2027_ Option to Renew: Y Minimum Renewal: One Year
Services: SPS VAR will provide an Off Site (In Atlanta) or On-Site (Customer Designated Location) recovery machine to meet or exceed the customer’s specification (attached) in the case o f a declared emergency during the period of this agreement. Thi s agreement requires the customer provide a complete, Full System Save (SAVE 21) in the case of an emergency. It is the customer’s responsibility to provide the SAVE 21 for inspection at contract start and at each anniversary of th is contract if they chose the option to renew. Customer agrees to a SAVE 21 backup routine review, and a check of their latest SAVE21 each year of this agreement. The goal of the review will be to validate that the current save routine is saving the entire system and is indeed working properly. In an emergency, SPS VAR agrees to restore only a SAVE 21 on LTO4 (or better) tape, or a restore using Laser Vault’s UDB and a customer provided file. Customer is responsible for the integrity of the save on tape, or the file produced by the UDB backup. No incremental saves or saves to other types of med ia will be permitted. Incremental, Data Only, and any save routine other than full SAVE21 will not be able to be restored.
Declare a Emergency: The customer must declare an emergency via email to [email protected] and by phone to (770) 216-4445. A charge of $2,000 will be due when a customer declares an em ergency and a Daily Charge will be incurred for a period of up to 120 days until the customer no longer requires the machine. Customer is responsible for providing a Full Syste m Save (SAVE 21) from the date of their choosing to begin the process of restoring the customers system.
On-Site Option: If the customer desires the machine be placed at a site design ated by them , the customer is responsible for acceptance and all unpacking and setup at that designated location. Customer takes responsibility for providing required network, power, and IT personnel capable of basic assistance to SPS VAR to help manage on-site tasks to affect a system recovery onto the machine provided. SPS VAR will remotely provide services to restore the customer’s tape and administer the environment for a period up to 120 days at the Daily Charge . Customer is responsible for any networking, printing, termina ls, workstations, windows servers, etc. as required to sustain their IBMi applica tion and meet their processing needs. Customer is responsible f or securing and insuring the equipment while on site. Value = $50, 000. Customer is responsible for transportation expenses in a declared emergency and up to 3 days living expenses for any required staff.
Remote Option: If the customer desires the machine be kept in Atlanta and the system recovered there, access will be provided via network. SPS VAR will provide services to restore the customer’s save and administer the environment for a period up to 120 days at the Daily Charge. SPS VAR will provide network access to the system for up to 1 0 users, more if possible. Customer is responsible for any on-site networking, printing, terminals, wo rkstations required to sustain their application and meet their processing needs.
Customer is responsible for compliance with all software product licensing and its use during any Declared Emergency event.
SPS VAR is responsible for delivery of a machine to the customer within 4 business days following the declared disaster if customer choses the On-Site Option, or; SPS VAR will be responsible for beginning the restoration of customers system within 48 hours of receipt of the SAVE 21 at its location in Atlanta if the customer choses the Remote Option.
The machine provided under this contract will have a tape drive capable of reading the customers LTO tape, or a ViTL appliance capable of accepting a file compatabile with the device. Any printing will be done to a spool file and retained on the system or sent via email to designated customer contact. Memory and processor capability will meet requirements to support ten (10) users and the complete installed IES system. Disk Storage capacity will meet or exceed customer specifications. This agreement does not contemplate providing any Windows-based application services. (Customer is responsible for providing the ViTL file in a readable format accptable to a second, standalone ViTL device.)
SPS VAR Services Agreement
3 A d d i t i o n a l T e r m s
Billing
Fixed-Price Services are invoiced as specified in the Statement of Work. Travel and other expenses are invoiced weekly using IRS mileage allowances for automobile transportation and actual cost for all other expenses.
Charges for Services and expenses are due within 15 days from the invoice date or at the time of contract renewal. Amounts past due are subject to a late payment charge of 1.5% per month. You agree to pay accordingly.
You agree to pay applicable sales taxes or supply exemption documentation.
Renewal
Renewal will be automatic at the end of the contract unless notice is received at least three days prior to contract end. You agree to a one-year renewal at the annual contract rate. By renewing, you also agree to a new annual Save Review at its contract rate. If payment is not received within 30 days of contract renewal, the contract will be suspended and will be considered to not be in force until full payment is received and the annual SAVE Review is completed.
Project Completion and/or Termination
Fixed-Price Services will end when the tasks described in the Statement of Work are complete or the coverage period has ended.
Either party may terminate this Agreement on written notice to the other if the other breaches any material provision of this Agreement, including nonpayment of any charges hereunder. Upon termination, we will stop our work in an orderly manner as soon as practical.
You agree to pay for all Services we provide, all materials (in cluding programs, program listings, documentation, reports or o ther similar works of authorship) we deliver and all expenses we inc ur through the project's termination, including charges we incur in terminating subcontracts.
Customer Obligation
You agree to provide us reasonable access to the premises where Services will be provided, for the purpose of providing these services. You will also provide any other onsite cooperation and assistance as may be reasonably requested by us.
Subcontractors
We have the right subcontract any part of the Services to a thi rd party as we deem appropriate, provided that we will remain ultimately responsible for the Services, subject to the terms of this Agreement.
Changes to Statements of Work
The Statement of Work may only be changed by a written Change A uthorization signed by both of us. The terms of the Change Authorization will prevail over those of the Project Description, the Statement of Work and any previous Change Authorizations.
Warranty
We warrant that we perform Services using reasonable care and s kill in accordance with recognized standards in the industry.
WE DO NOT PROVIDE ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS O R IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABI LITY AND FITNESS FOR A PARTICULAR PURPOSE. We do not warrant uninterrupted or error free operation of any Service.
Limitation of Liability
If you are entitled to recover damages from us, in each instance, regardless of the basis on which you are entitled to claim damages from us, we are liable only for an amount no greater than the sum of all payments received by us. This limit also applies to liabilities of any of our subcontractors. It is the maximum for which we an d our subcontractors are collectively responsible. Under no circumstances are we or our subcontractors responsible to you or third parties for 1) loss of, or damage to, your records or data; or 2) special, incidental, consequential or other indi rect damages (including lost profits or savings), even if we are informed of their possibility.
SPS VAR Services Agreement
4 A d d i t i o n a l T e r m s
Disputes
The laws of the State of Georgia govern this Agreement. Any con troversy or claim rising out of or relating to this Agreement, or the breach of this Agreement, shall be settled by arbitration i n accordance with the rules of the American Arbitration Associa tion at a hearing in Atlanta, Georgia. A judgment of a court having jurisdiction may be entered upon the arbitrator's award. The prevailing party, in addition to all recoveries, is entitled to recover from the other party reasonable expenses (including at torney fees) relevant to the claim.
Agreement Number: ___2024040402LBB___________