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HomeMy WebLinkAboutContract 41521 (2)ern( s :CR FILM' �Jclo Syclo Support and Maintenance Plan 1. Support and Maintenance Definitions CONTRACT 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 Togs, 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 e-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. OFFIC1AL REeoRo CITY SECRETARY Fles WORTH, TX 1721 Moon Lake Drive, Hoffman Estates, Illinois 60169 USA ❖ Tel +1 847.230.3800 ❖ Fax +1 847.230.3801 Seve t Critical Urgent' mpoi Mc10 Description Error or probter'rm which- prevents the use of Analyst will escalate the issue irr the Product and=has a critical impact on the -,to the appropriate expert. customer's business Error or problem which impairs or curtails, iut:does not prevent the use of the Product and has a significant impact on the customer's business - Error or problem which does not significantly impair the customer's use of the product 4' Configuration - Change Request - Custorne Response Time : 1 Hour Resolution Target : 1 Business Day Analyst will attempt to provide a workaround. If a workaround can not be found within 8 hours issue wilt be escalated to appropriate. expert. Response Time : 4 Hours Resolution Target , 2 Business Analyst will etternptto provide a Workaround. If a workaround can not be found Within 8 hours issue will be escalated to appropriate expert: - - Response T inie:; _1 Business Day Resolution Target : Next Available Version Analyst will review request. Configuration change requests requiring more than 2 hours to -complete maybe considered billable and assigned to Professional, Services for complet on. equested special configuration Response Time 1 Business Day Resolution Target To be determined based on scope of request 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 e-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 +1 847.230 3800 • Fax +1 847.230 3801 c'o 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 $24,046.80. 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 P O Box 76110 Cleveland OH 44101-4755 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 NamSte4C04—• Title Ath.C1f rb naer E-mail hrn.ancio costa 0 Li 4-6"-PiP, 4L,50J . C gt- Sj one 8 t7-39,2-6izz Signature: ff��,do l4a Syclo LLC Contact rr Name indi ?C A le j6r r Title Eli r ( VP E-mail Mevl“c Gtio ,5 6= OFFICIAL RECORD CITY SECRETARY FT. ' fii'O RT H, TX cl°' tcV Phone Ceti i. -)-3 /2) reel Signature:/N��/pt APPROVED •r► `i) iii3�Ginto,c c-:( fj it © .,'t 'rya e� si -.- ji 0 /-.2 0 A� t`taFi t itA yAttested i 21 Moon Lake Drive, Hoffman Estates, tlf}in S 601,69 ,,USA ❖ �; it � -1 847.230.3800 40 PT i us,�a J ` �A� 1• IL I . • 1. I . • - .o - .. O- w �I May/Flendrix, `°�` 1 Secre.txy - •• . . . • •• !� may` "9-0 ..j t •t�-�/ t l ' A kez ; �i•{E i•k T1 6-17 .r L • ❖ Fax +1 847 230.3801 NO I[cc i t4.r. liRED as-tit3.