HomeMy WebLinkAboutContract 39901 (2)crn sECRerarr
CONTRACT NO. 3qq n 1
Syclo Support and Maintenance Plan
1. Support and Maintenance Definons
1.1 General Support -General Support includes an initial determination made solely by Syclo as to whether the
problem is due to the SMART Software or is the result of another issue. If it is determined that the problem
emanates from the SMART Software, Syclo will provide General Support by answering questions, troubleshooting
code, examining logs, reviewing integration scripts and rules, and suggesting the implementation of code fixes and
workarounds. All support services will be provided on a best commercial effort basis. In addition, General Support
for the SMART Software will be provided only for the software environment as it existed on the date of acceptance
and with respect to versions that, in accordance with Syclo's internal policies, are then being supported by Syclo,
which will include the previous major version as well as the current version of the SMART Software. Support will
not include services requested which are reasonably determined by Syclo to have been the result of accident or
misuse or any alteration, modification or addition to the SMART Software other than by Syclo, and, in such cases,
Syclo shall charge Customer upon prior written approval by Customer, on a time and materials basis in accordance
with Syclo's standard rates.
1.2. General Maintenance -Maintenance is defined as new versions, patches, maintenance releases and
enhancements to the SMART Software. All maintenance services will be provided on a best commercial effort
basis. In addition, Maintenance for the SMART Software will be provided only with respect to versions that, in
accordance with Syclo's internal policies, are then being supported by Syclo, which will include the previous major
version as well as the current version. Maintenance will not include services requested which are reasonably
determined by Syclo to have been the result of accident or misuse or any alteration, modification or addition to the
SMART Software other than by Syclo.
1.3. Support Process
1.3.1. Once Customer identifies a support issue, the process and terms and conditions for providing support shall
be as follows:
1.3.2. Customer shall contact Syclo via a -mail or telephone as described in the General Support section. Syclo's
Support Center will make a determination whether the issue presented by Customer qualifies as a support issue.
Syclo will have the sole authority to determine qualification.
1.3.3. For problems that are qualified by Syclo as a support issue, Syclo will provide support to Customer in the
form of either a bug fix, a workaround, or a patch.
1.3.4. If Syclo determines that the problem is not with the SMART Software and is unable to resolve the problem
utilizing the Support services described above, Syclo may resolve the problem for Customer upon prior written
approval by Customer, on a time and materials basis in accordance with Syclo's then standard rates.
Below are the response and resolution targets that Syclo provides to its customers.
OFFICIAL RECORD
CITY SECRETARY
FT, WORTH, TX
1721 Moon Lake Drive, Hoffman Estates, Illinois 60169 USA •:• Tel +1 847.230.3800 ❖ Fax +1 847.230.3801
2. Support Terms and Conditions
2.1. Syclo shall use reasonable commercial efforts to correct errors in the SMART Software which cause the
SMART Software to materially deviate from the functionality described in the SMART Software documentation
through an update or workaround; provided full description of the suspected errors are submitted in writing to Syclo
and Syclo is able to replicate such errors at its facilities and provide Customer with new versions, patches,
maintenance releases and enhancements to the SMART Software which Syclo provides without additional costs to
its other customers on the SMP.
2.2. Support shall be provided by Syclo as follows:
answer questions regarding use of the SMART Software by phone, fax and/or a -mail, use reasonable commercial
efforts to correct errors in the SMART Software which cause the SMART Software to materially deviate from the
1721 Moon Lake Drive, Hoffman Estates, Illinois 60169 USA ❖ Tel +1 8470230,3800 ❖ Fax +1 8474230.3801
functionality described in the SMART Software documentation through an update or workaround; provided full
description of the suspected errors are submitted in writing to Syclo and Syclo is able to replicate such errors at its
facilities and provide Customer with new versions, patches, maintenance releases and enhancements to the
SMART Software which Syclo provides without additional costs to its other customers on the SMP.
2.3 Syclo shall not be required to provide Support or Maintenance if any of the following conditions apply:
a) any SMART Software errors which are the result of
(i) failure to properly install or use the SMART Software in accordance with its documentation,
(ii) accident, unusual physical, electrical or electromagnetic stress, misuse, failure of electric power, air
conditioning or humidity control or failure of hardware, or
(iii) modifications to the SMART Software other than by Syclo,
b) any superseded enhancement, version or upgrade at any time after one year from the U.S. release date of
the new enhancement, version or upgrade provided that the current version and previous version are
supported,
c) the Customer's account with Syclo is over 30 days past due.
2.4. Renewal of the SMP for the SMART Software.
Each Support and Maintenance Plan will automatically renew for additional one-year terms if not cancelled by
Customer in writing at least 30 days before the end of the then -current term. Customer will be billed directly by
Syclo for renewal of all SMP 60 days prior to the expiration of the current annual term. If during a given term,
Customer purchases additional users for the SMART Software, the SMP with respect to those additional users
shall be in effect from the date of purchase until the end of the then -current SMP for the SMART Software and
the fees for the additional users shall be appropriately pro -rated, it being the intent that the SMP with respect to
all users and seats shall be co -terminus. If Customer elects to renew the Plan after the initial one-year term,
the SMP must be purchased for each and every license in accordance with the fees outlined in the renewal
invoice. If Customer elects not to continue the SMP and thereafter elects to reinstate such, Customer must
pay, in addition to the then current SMP fee, all fees that would have been paid had Customer not let the SMP
lapse. Syclo may also charge a Reinstatement fee of no more than 15% of the annual Fee.
2.5. On -site Maintenance or Support services or services in addition to the services described herein, shall be
provided by Syclo to Customer pursuant to a Statement of Work executed by both parties, on a time and materials
basis in accordance with Syclo's then standard rates.
3. General Terms and Conditions
3.1 Services Warranty — Syclo warrants that its SMP services shall be provided in a professional and workmanlike
manner. Syclo specifically disclaims all other warranties whether express or implied including but not limited to
warranties of merchantability and fitness for a particular purpose.
3.2 Payment Terms- Support and Maintenance shall be invoiced on an annual basis. Payment is due within thirty
(30) days of receipt of invoice. If Customer fails to pay its invoice in a timely fashion, then Syclo may at its sole
discretion, cease to provide any further services until the bill and any interest is paid in full without being considered
in breach of contract and without being responsible for any delays in deliverables. Failure of Syclo to exercise this
right shall not operate as a waiver of Syclo's right to subsequently cease providing services. Total amount due for
this agreement is $6471,36. This is a one year renewal per the contract terms on the invoice. Checks should be
made payable to Syclo, LLC. Syclo's remittance address is:
Syclo, LLC
2606 Paysphere Circle
Chicago, II 60674 USA
1721 Moon Lake Drive, Hoffman Estates, Illinois 60169 USA ❖ Tel +1 847.230.3800 ❖ Fax +1 847.230.3801
3.3 Intellectual Property — Customer acknowledges that Syclo owns all intellectual property rights in and to Syclo's
Software Products which are the subject of the Support and Maintenance Plan along with any software or
services provided pursuant to the Support and Maintenance Plan,
3.4 Limitation of Liability - In no event will either party be liable for any indirect or special damages, including
without limitation, loss of profits, loss of use, business interruption, loss of data, or special, punitive, incidental,
or consequential damages of any kind arising out of this Agreement even if that party has been advised of the
possibility of such damages. Except for damage to property or personal injury caused solely by a party's gross
negligence or willful misconduct, each party's liability under this Agreement for damages will not, in any event,
exceed the annual fee paid by Customer under this Agreement.
3.5 Miscellaneous -All Purchase Orders issued to Syclo by Customer during the term of this Agreement shall be
governed only by the terms and conditions of this Agreement notwithstanding any preprinted terms and
conditions on Customer's Purchase Order. The terms and conditions of this Agreement shall supersede and
control over any previous agreements between the parties including but not limited to any additional or different
terms in Customer's documents such as Purchase Orders and Vendor documents. Any modification of the
terms of this Agreement must be in writing and signed by the parties and shall specifically acknowledge that
such writing is a modification of the terms and conditions of this Agreement and shall include specific
identification of the terms of this Agreement which are so modified. Any conflicting terms and conditions
contained in Customer's subsequent Purchase Orders or other documents are hereby considered material
alterations of this Agreement and notice of rejection is hereby give. Any notice that is required to be given
hereunder shall be in writing and delivered by courier service or mailed by pre -paid registered mail addressed
to the parties' respective addresses. The failure of either party to enforce in any one or more instances any of
the terms and conditions of this Agreement shall not be construed as a waiver of future performance of any
such term or condition. Waiver of any term or condition shall only be deemed to have been made if expressed
in writing by the party granting such waiver. If any provision of this Agreement shall be held by a court of law of
competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be reformed, construed and
enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
Neither party shall have the right to assign or delegate in whole or in part this Agreement, or any rights, duties,
obligations or liabilities under this Agreement, by operation of law or otherwise, without the consent of the other
party; provided that all references to Syclo hereunder shall include any successors in interest to Syclo whether
by merger, consolidation, sale of substantial assets or otherwise. Neither party shall be liable or deemed to be
in default for any delay or failure in performance under this Agreement or its Appendices for interruption of
services resulting directly or indirectly from acts of God, civil or military authority, war, riots, civil disturbances,
accidents, or any other cause beyond the reasonable control of such party. This Agreement shall be governed
by the laws of the State of Texas. Customer's payment of the annual fee for the Support and
Maintenance Plan shall constitute acceptance of the terms and conditions of this Agreement.
Customer Contact
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