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Konica Minolta Business Solutions U.S.A., Inc. A2013-79 X13-1c KONICA MINOLTA KMBS ECM Software Support Agreement This Software Support Agreement ("Agreement") is made and entered into this\2 ay of f PVYN A,", 201 , by and between by Konica Minolta Business Solutions U.S.A., Inc., a New York corporation, with its principal office located at 100 Williams Drive, Ramsey, NJ 07446 ("KMBS-ECM"), and the company, person or entity executing this Agreement as the"Client" in the space provided below("Client"): RECITAL: WHEREAS, KMBS-ECM is an authorized solution provider of Software and has marketed and resold to Client certain software modules of Software and Software is covered under a Software Assurance agreement; WHEREAS, Client has licensed the specified software from Software pursuant to the terms of an End User License Agreement (as the same may be amended or modified from time to time, the"EULA"); and WHEREAS, Client desires to have KMBS-ECM provide Professional Services or general support services (including without limitation consulting services, installation services, integration services, configuration services, custom development, and/or project management) to Client in accordance with the terms of this Agreement and the applicable Request for Services(as hereinafter defined).; and WHEREAS, Client has a fully executed Master Services agreement with KMBS-ECM. NOW,THEREFORE, the parties mutually agree as follows: 1. GENERAL SERVICES. 1.1. Reauests for Services. Pursuant to and in accordance with the terms of this Agreement, Client or KMBS-ECM may, from time to time, initiate a Request for Services with specific reference to this Agreement, and provide a copy of the same to the other party hereto. The term"Request for Services" means a request for Services, in the form of written, telephone or email, setting forth a detailed description of the Services being requested, including, but not limited to, the scope, goals and objectives of the Services, a timeline for completion of the Services. Request for Service can be emailed to ecm.support(a,kmbs.konicaminolta.us. Each party hereto may initiate or accept a Request for Services in such party's sole and absolute discretion, it being understood and agreed that the entering into of this Agreement does not create any commitment by either party hereto to accept a Request for Services. 1.2. Availability of Services. KMBS-ECM will provide Services during Business Hours. Client understands that KMBS-ECM will first attempt to resolve any problem by telephone. At the time of the call, KMBS-ECM will notify Client in the case of a billable call, such as after-hours support. KMBS-ECM will next attempt to resolve the problem remotely. KMBS-ECM will provide on-site Support Services after telephone and remote support have not resolved the problem. 1.3. KMBS-ECM Access. In order for KMBS-ECM and SDC to provide Support Services, access to the supported software will be via a collaborative tool such as gotomeeting.com. KMBS-ECM shall comply with any and all security measures instituted or required by Client with respect to such access, which may include restricting access to confidential or proprietary systems or information. 1.4. Support and Professional Services. 1.4.1.Help Desk Support. Remote support can be provided via the KMBS-ECM Help Desk. The Help Desk can be reached at (800) 811-4071, or ecm.su000rtaakmbs.konicaminolta.us. For more details about Help Desk support, please refer to Addendum A in this agreement. 1.4.2.Remote Services. In the case where required services are beyond the scope of the services provided by the KMBS-ECM Help Disk, the request for services is forwarded to one of the KMBS-ECM System Engineers. 1.4.3.0n-Site Services. Upon Client providing remote access and a reasonable request following KMBS-ECM's reasonable efforts to resolve the problems by telephone or remotely, KMBS-ECM will provide on-site Support Services at Client's facilities. On-site Support Services will commence as soon as feasible after KMBS-ECM receives Request for Service, but in no event more than two business days after KMBS-ECM's receipt of the Error Report. 1.4.4.After Hours Emergency Support. If Client experiences an emergency situation outside of normal hours classified as either Level 1 or Level II in Section 1.5, Client can request service by sending an email to ecm.su000rt cni.kmbs.konicaminolta.us. If client does not receive a return call within time limits set in 1.5, please call(562)256-5342 and if no answer(818)437-7015 to expedite the support call. 1.5. RESPONSE TIME. Response time is determined only after the problem has been properly received through the KMBS-ECM's error reporting procedure and categorized into one of three levels: 1.5.1.Level I: Complete system failure and/or critical business function failure shall dictate a response time within one working hour. 1.5.2.Level II: No system failure, but Client's users are unable to access or execute critical system functions. KMBS-ECM will respond to Client within four working hours and use best efforts to restore. 1.5.3.Level III: Application not performing per documentation but Client's user can perform basic job functions with alternate procedures. KMBS-ECM will respond within one working day and will provide fixes within a reasonable time and Client will be informed when fixes will be provided. 1.6. Working with Third Party Providers, Upon Client request, KMBS-ECM will work directly with third party providers of hardware or software to resolve issues where the cause has yet to be determined. 2. KMBS-ECM Responsibilities. KMBS-ECM shall perform, in accordance with the terms of the Master Services Agreement and this Agreement hereof and thereof, the Services required of it as set forth in each Request for Services. 3. Client Responsibilities. Client shall perform, in accordance with the terms hereof, the tasks and obligations required of it as set forth in each Request for Services or Scope of Work. Except to the extent provided in the applicable Request for Services, failure of Client to perform in a timely manner the tasks and obligations required to support the Services in a Request for Services may result in (i) a corresponding delay in the schedule for performance of the Services or (ii) in the event of failure to pay, the termination of the applicable Binding Request for Services or this Agreement in its entirety, provided that KMBS-ECM has given Client not less than thirty(30)days' prior written notice of such failure and an opportunity to cure. 4. Fees and Payment. Unless otherwise agreed, all Requests for Services will be billed based on the most current KMBS-ECM fee schedule. The attached Exhibit B summarizes the current professional services fee structure as of October 1, 2013. IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the Effective Date. CITY OF CHINO HILLS "KMBS-ECM" Konica Minolta Business Solutions, U.S.A. Signature: enM/1 Signature: Print Name &Title: Kathleen A. Blomo Print Name&Title: Les Walker. President Acting City Mamanger Date: /9,/f / / Date: I t/2 7//3 EXHIBIT A Help Desk & Training Requirements As set forth in this exhibit, it is agreed that a minimum of one trained ECM System Administrator will be maintained by the Client and will be the primary contact to the KMBS-ECM Help Desk. If at any time the ECM System Administrator is no longer an employee of the Client or their duties no longer include support of the ECM system, Help Desk support will be billable until such time as the training requirement has been met by the new ECM System Administrator. As of the date of this document and given the training requirements summarized below, KMBS-ECM and Client agree that: El All required training has been completed. ® The required training will be completed within 90 days of Go-Live ❑ Training is waived—Due to the exhibited knowledge level of the ECM System Administrator. TRAINING REQUIREMENTS Class Name Status Completion Date System Administration Pending WorkView Implementation I Pending I I I I I Inclusive Components: Help Desk Support: We hereby provide Client with telephone help desk support to those certified by the Software Development Companies or by KMBS-ECM. Help Desk Support extends to questions relating to features, functionality, troubleshooting, errors, bugs and general subjects and issues that the certified system administrator is working with that may be affecting end-users. Non-Inclusive Components: Upgrades, database related issues, scripting, custom programs, integration to host applications, enhancements, topics related to new projects, consulting, training, reconfigurations, on-site support, end-user calls or calls from non-certified individuals are not included in Help Desk Support. KMBS-ECM provides an avenue for these items to be funded through (a) Prepaid Block Agreement or(b)on a time and materials basis. Prepaid Blocks are purchased and used under the terms set forth the Master Services Agreement. If it is determined that the Help Desk privilege is being used excessively, KMBS-ECM will meet with the Client and determine a course of action that may require additional training, on-site services or dissolution of the Unlimited Help Desk Agreement. EXHIBIT B Professional Services Rate Schedule And Prepaid Block Agreement Scope of work summary: KMBS-ECM shall provide professional services under the direction of the licensee on an as needed basis at the rates stated below. Licensee directs KMBS-ECM to perform tasks such as work with or train uncertified individuals; in addition to designing,consulting,integrating, or customizing the software configuration. KMBS-ECM will provide estimates based on tasks defined by either or the Scope of Work or Functional Specification Design documents prior to engaging in the work and keep Licensee well informed. If a task expands and licensee depletes the bank of hours within the block agreement they can option to purchase an additional block or be billed on a per hour basis at the prevailing standard rate. Professional services block hours do not include travel or per-diem expenses if KMBS-ECM is to travel to outlying facilities for training or setup requirements. KMBS-ECM will keep accurate accounting and be a"good steward"of the block hours pre-purchased. Hours purchased as part of the Prepaid Block Hours addendum. Scope Description Quantity Unit Detail Amount Ave Rate Time and Material Billing On-Site Hour Standard Rate 1 Hour Minimum 2 $420.00 $210 Phone Support I Minimum fee for phone support I 1 Call I 15 minimum $52.50 I $210 After Hours I After Hours Support I 1 Hour I Minimum 2 hrs I 630.00 I $315 Development Development,API&Integration* 1 Hour Minimum 1 hrs 250.00 250.00 Prepaid Block Agreements* 25-H 25 Hour Block(pre-purchased) hours $5,250 $210 50-H 150 Hour Block(pre-purchased) hours I $9,750 I $195 100-H 1100 Hour Block(pre-purchased) I I hours I $18,500 I $185 *Custom Development,API&Integration Services: Custom development and integration services are billed individually at a fixed Rate of$250.00 per hour,and are not subject to the above Prepaid Hours Block Agreements. Payment Terms:Terms for payment of invoices is Net 10 days,and Invoices will be submitted as work progresses. Prepaid Blocks must be purchased and paid for in advance of the engagement.Overdue invoices will be charged a late payments fee of 1.5%per month.We reserve the right to terminate all work if any invoices are more than 15 days past due.