HomeMy WebLinkAboutexhibit 2- support services addendumAttachment A
UNISYS Support Services Addendum
Agreement Number
This Addendum amends the agreement referenced above by the Agreement Number (the "Agreement"), and applies to: (a) all orders for
Support Services accepted with this Addendum or subsequently accepted under the Agreement, and (b) existing orders for Support Services
under the Agreement upon expiration of the then -current term. Only definitions, descriptions and levels of this Addendum will apply to these
Services. The terms of this Addendum will control over any contradictions with terms of the Agreement. Except as defined in this Addendum, all
capitalized terms shall have the meaning used in the Agreement.
Section A. Definitions
Principal Period of Maintenance ("PPM") means 8:00 AM to 5:00 PM, Client's
local time, Monday through Friday excluding Unisys designated holidays.
7 X 24 means seven (7) days per week, twenty-four (24) hours per day including
Unisys designated holidays.
Next Business Day (NBD) Service means Unisys will make every reasonable
effort to respond to Client's request for on -site Support Services received during
a PPM no later than the close of business of the next PPM.
4 Hour. Response (4HR) means that if Client is located within a Primary. Service
City, Unisys will make every reasonable effort to respond to Client's requests for
on -site Support Services within lour (4) hours. Response is measured, during the
Client's contracted hours of coverage, from the time that Unisys' receives the
request for service from Client until Unisys arrives at Client's site.
2 Hour Response (2HR) means that if Client is located within a Primary Service
City, Unisys will make every reasonable effort to respond to the Client's request
for on -site Support Services within two (2) hours. Response is measured from
the time that Unisys receives the request for service from Client until Unisys
arrives al Client's site.
Off Hours means all contracted hours of Support Services other than the
PPM.
Primary Service City means an area which includes a 50-mile (80-kilometer
in Canada) radius from the center of a Unisys designated Primary Service
City. If Unisys moves its Primary Service City or Client relocates its site so
that Client's site is no longer within a 50-mile (80-kilometer in, Canada)
radius from the center of a Unisys Primary Service City, Unisys reserves the
right to adjust 2HR and 4HR or to change the contracted Service Level.
Failed Unit means a unit of equipment enrolled under Support Services,
which is identified by Client as not in working order and deemed eligible by
Unisys for exchange.
Exchange Unit means new, repaired. or previously used equipment in
working order that Unisys conveys to Client as a replacement for a Failed
Unit. The Failed Unit will become the property of Unisys upon Client's
receipt of the Exchange Unit or, if later, upon receipt of the Failed Unit by
Unisys. Client warrants that title to the Failed Unit and Unisys warrants that
title to the Exchange Unit will be free and clear of all claims, liens, and
encumbrances Including security interests.
Service Levels mean various groupings of the Services Elements described
in Section B.
Installation Date means the date Unisys completes installation (as
determined by Unisys) or, if equipment or software is to be installed by the
Client, the tenth day following shipment.
invoicing Options means various billing intervals for services provided to
Client. Unisys will bill Client for Support Services in advance on an annual
basis. For Clients who have an invoice total of monthly charges greater than
$1,000 the Client may select as an option, quarterly billing. For Clients who
have an invoice total of .monthly charges greater than'$2,500, the Client may
select, as an option, quarterly or monthly billing. Unisys will bill Clients using
its standard invoicing formals. Custom invoicing options and formats and
payment periods may be available from Unisys for an additional charge.
Initial Term of Services means that unless specified otherwise on the
Schedule or in the Agreement, the initial Term for Support Services will be
twelve (12) months and will start on the later of the Installation Date of the
applicable Products or the date Unisys accepts an order for Support
Services ("Commencement Date of Service"). Except as specified in Section
C of this Addendum, Products subsequently added to a system already
enrolled under Support Services must be enrolled at the same Service Level
as the system to which it is attached. Unless otherwise specified on the
Schedule, the Initial Term of Support Services for Products subsequently
enrolled under Support Services will end with the applicable term of Support
Services for those previously enrolled Products and, for purposes of
changes to Support Services charges, will be deemed to have the same
anniversary of the Commencement Date of Services as those previously
enrolled Products. Following the Initial Term, Support Services will continue
on an annual renewal basis at Unisys then -current prices until terminated or
canceled according to the terms of the Agreement. Unisys may increase
Support Services charges on each anniversary of the Commencement Date
of Service upon ninety (90) days prior written notice to Client.
Unisys may modify Service Elements, Service Plans or discontinue Support
Services for Products upon at least ninety (90) days prior notice via written
notification or posting by Unisys at its support website: www.
service.unisyscom. If Client does not want to continue receiving the Support
Services under such changed terms, Client may end contracted Support
Services by giving Unisys written notice no later than thirty (30) days prior to
the end of this ninety (90) day period and Unisys will refund any unearned
payments for the Support Services.
Section B. Description of Service Elements
Equipment On -Call Remedial Maintenance includes on -site repair or
Exchange Unit service of equipment, at Unisys option, if a problem remains
unresolved after Client has utilized Support Center Services as prescribed.
Replacements for cerlain failed components such as keyboards, mice, or
other plug-in assemblies designated by Unisys may, at Unisys option, be
shipped directly to Client for Client installation.
Mall -In Service allows Client, at its expense and risk, to ship a Failed Unit
to the Unisys designated location. Within seven (7) business days of receipt,
Unisys will, at Its option. either repair the Failed Unit or give Client an
Exchange Unit.
Advance Exchange Service allows Client to notify Unisys of a Failed Unit
enrolled in Support Services. Upon notification, Unisys will ship an
Exchange Unit to the Client using a next day delivery service. Client will
install the Exchange Unit and, at its expense and risk, ship the Failed Unit to
Unisys within fourteen (14) days after Client's receipt of the Exchange Unit.
Client agrees to pay Unisys an additional fee, as determined by Unisys, if
Client fails to return Failed Unit within fourteen (14) days of Client's receipt
of Exchange Unit. Advance Exchange Service is limited to selected
equipment.
Equipment Maintenance Parts are parts required for Product repairs made
by Unisys personnel. NBD, 2HR and 4HR do not apply to Parts availability.
Essential Engineering Changes are changes released by Unisys for safety
purposes or changes Unisys determines are essential to the performance of
equipment. Changes will be installed at a mutually acceptable time during
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the applicable hours of contracted coverage. For non Unisys equipment,
Unisys will install Essential Engineering Changes (a) based upon the
availability of required materials al no cost to Unisys, and (b) at current
hourly labor charges.
Electronic Call Home Support allows Unisys Support Centers to receive
system data from Client and perform remote failure analysis. Client will
supply the equipment, software, and communication facilities to use the
Electronic Call Home Support capabilities of the Product as outlined in the
Unisys product support plan. If Client does not permit Unisys to use
Electronic Call Home Support as defined in the Product's support plan,
Client agrees to pay additional charges for Support Services as determined
by Unisys. Electronic Call Home Support is limited to selected products.
Equipment Preventive Maintenance, including the installation of
engineering changes deemed appropriate by Unisys, will be performed at
Client's location according to the manufacturer's recommendations at a
mutually acceptable time during the applicable hours of contracted
coverage.
Support Center Service provides assistance by electronic or voice
communication during the PPM on operating the Products, identifying.
.Product, errors or .malfunctions and advising on known detours, reporting.
• software problems via a User Communication farm (UCF), ;and determining.
the need for on -call remedial service. Support Center Services during Off
Hours consist of expediting response to network down and system
emergencies. Some non Unisys Products are not eligible for this service.
Certain software products may require Unisys Software Support
Ambassador Service in order to receive Support Services. Unisys Software
Support Ambassador Service is described in a separate document and is
billed separately from Support Services.
User Communication Service provides for reporting of suspected Product
errors or malfunctions or suggested new feature changes. Unisys will make
reasonable efforts to provide detours or corrections for Unisys Products or
non Unisys Products if available to Unisys at no additional charge from the
vendor. Client will install all error corrections. User Communication Service
and UCF submissions are available only for Products for which Unisys is
then currently providing development center support (also called engineering
support).
Software Maintenance Release Service provides error corrections and
maintenance releases that Unisys develops or provides for currently
supported Software level(s). Unisys licenses these releases only for use on
the designated computer system(s) under the applicable license agreement.
Client will install all applicable error corrections and maintenance releases.
Certain software products may require Unisys Subscription Service in order
to receive Software Maintenance Release Service.
Electronic Support Service provides Client with access to an Internet web
site to place Product service requests, to obtain information on known errors
and corrections, and to receive information on Unisys products and services.
Software On -Call Support provides software support at the Client's site if
Unisys determines that a Software Product problem remains unresolved and
on -site assistance is required, after Client has used Support Center Services
as prescribed. Desktop and selected non Unisys software Productsare not •
eligible for Software On -Call Support. .
Systems operations Review provides an annual meeting, at a time
mutually agreed to between Unisys and Client, to conduct a computer
systems operation review. Client is responsible for scheduling the meeting.
This service applies to systems designated by Unisys as enterprise servers
or mainframes.
Support Center Response Commitment (available only during the PPM)
provides electronic or voice response by Unisys to Client's declared
emergencies no later than one (1) hour after receipt of Client's request for
service at the Support Center designated by Unisys.
Section C. Service Level Descriptions
The following describes the 6 Service Levels and the Service Elements included in each of the Service Levels. Not all Service Elements and
Service Levels are available for all Products. Refer to Descriptions of Service Elements for additional details. Individual Service
Elements contained in a higher Service Level than contracted are provided at Client request, as available, at then -current Unisys conditions
and charges.
All hardware and software Products within a system configuration must be enrolled under the same Service Level except for desktop and
network products and application software.
Service Levels — Hardware Support Services
Service Elements
1
Mail -In
2
Advanced
Exchange
3
Standard
PPM
4
Standard
PPM
5
Business
Critical7X24
6
Business
Critical 7X24
Equipment On -Call Remedial Maintenance Service
NBD
4HR
4HR
2HR
Mail -In Service
X
Advance Exchange Service
X
Equipment Maintenance Parts
X
X
X
X
X
X
Essential Engineering Changes
X
X
X
X
X
X
Electronic Call Home Support
X
X
X
X
Equipment Preventive Maintenance
X
X
X
X
Service Levels — Software Support Services
Service Elements
1
2
3
4
5
6
Support Center Service
X
X
X
X
X
X
User Communication Service
X
X
X
X
X
X
Software Maintenance Release Service
X
X
X
X
X
X _
Electronic Support Service
X
X
X
X
X
X
Software On -Call Support (7/24)
X
X
Systems Operations Review
X
X
Support Center Response Commitment
X
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Section D. Desktop Support Services
The additional Support Services terms and conditions listed in this Section D
apply only to Desktop Equipment listed on the Support Services Schedule(s)
for Desktop Equipment ("Desktop Schedule"). All Support Services
Definitions and Descriptions included in Sections A, B and C of this
Addendum shall apply to Equipment listed on the Desktop Schedule unless
altered by this Section D.
For purposes of this Addendum, all references to Products shall include
Equipment and all references to Schedule(s) shall include Desktop
Schedule.
Definitions
Equipment means the machines, including Personal Computers, Laptop
Computers and printers identified on the Desktop Schedule or, if greater, the
actual number of machines serviced by Unisys under this Agreement by
model, type, and manufacturer.
Personal Computer or PC, unless otherwise defined on the Desktop
Schedule,. means .a microcomputer with a configuration not to exceed: a
single processor; a 17•inch CRT monitor; a standard keyboard; a standard
mouse; business quality speakers: RAM; three- feature boards (as
determined by Unisys); a single optical disk drive (CD-ROM, DVD or a CD-
RW); a floppy disk drive: and a single hard disk storage device.
Laptop Computer means a battery powered sell -contained portable
Personal Computer and does not include accessories such as a port
replicator, a docking station, external monitor or keyboard.
Restored means that diagnostics used by Unisys for Support Services show
that Equipment is in working order.
Initial Term of Service means that unless specified otherwise on the
Desktop Schedule, the Initial Term of Support Services for Equipment will be
three (3) years from the Commencement Date of Service.
Quarterly Service Attentions means the number of on -site service
requests included in Support Services that Unisys responds to in each three
(3) month period following the Commencement Date of Service. Quarterly
Service Attentions may be pro rated to coincide with calendar quarters.
Services Not Included in Support Services
Support Services do not include: (a) repair of failures due to manufacturer's
design or other defects; (b) repair of failures due to abuse, accidents,
neglect, or improper use, including damage to LCD screens or other Laptop
Computer components; (c) repair of failures due to external factors
(including failure or fluctuation of electrical power or air conditioning, fire, or
flood); (d) repair of failures due to excessive use, wear, and tear, which is in
excess of manufacturer's recommended duty cycle; (e) refurbishment
including restorations due to obsolescence (when parts for Equipment are
not readily available on commercially reasonable terms) or end of life cycle
failures including phosphorus "burn in" or "low Intensity" characteristics of
monitors; (f) repair of machines not identified as Equipment; (g) the loading
of software, software configurations or any data files; and (h) the backup of
any data files.
If Unisys determines Equipment requires refurbishment rather than repair,
Unisys will notify Client and remove the Equipment from Support Services.
Client may ask Unisys to do the refurbishment on an hourly billable service
basis and Unisys may provide refurbishment of Equipment subject to the
availability of parts, manufacturer's support, and trained personnel.
Charges
Charges for Desktop Support Services include the charges described on the
Desktop Schedule tor the Equipment and all other charges or changes to
charges determined according to the Addendum.
If Unisys charges its then -current service warranty rates for non Unisys
Equipment and Client fails to provide Unisys accurate warranty entitlement
documentation, acceptable to the equipment manufacturer, or if Unisys is
unable to obtain warranty reimbursement from the equipment manufacturer,
Unisys shall change the service warranty charges for the affected
Equipment to its then -current Support Services charges effective as of the
Commencement Date of Service.
Service attentions, which exceed the Quarterly Service Attentions identified
on the Desktop Schedule, are subject to an additional charge and will be
billed to the Client at the Per Attention Support Service Rate identified on
the Desktop Schedule. If the total number of quarterly service attentions
responded to by Unisys is less than 90% of the Quarterly Service Attentions
identified on the Desktop Schedule, Unisys may change the Equipment
Quantity, Style or Description; Monthly. Support Services charges; Quarterly.
Service Attentions and Per Attention Support Services Rate Identified on the
Desktop Schedule for the remainder of the Term.
Unisys may conduct inventories of Equipment serviced under the Agree-
ment. The results of these inventories may be used by Unisys to provide
service and may be available to Client for an additional charge. If the
manufacturer's model and style number(s) or quantities serviced under the
Agreement, or both, are not described on the Desktop Schedule or, if the
Equipment description is different from the Equipment information on the
Desktop Schedule, Unisys shall initially bill Client (and Client shall pay) the
charges according to the Desktop Schedule and Unisys may: (a) change the
Desktop Schedule to conform the Equipment Quantity, Style or Description
information to the actual Equipment being serviced; (b) delete any
generically described items that Unisys does not customarily and routinely
service; and (c) change the relevant Monthly Support Services charges,
Quarterly Service Attentions, and Per Attention Support Services Rate
identified on the Desktop Schedule, including changes to previously billed
charges, for the remainder of the Term.
Unisys may charge Client time and material rates for service on Equipment
that is not identified by the manufacturer's style and model number on the
Desktop Schedule or for service on enrolled Equipment that is outside the
scope of the contracted services.
Service Level Response
From the Commencement Date of Service up to and including a period of
ninety (90) days following the Client's submission of all Equipment
information Unisys requires for Support Services, Unisys will make every
reasonable effort to provide Support Services as described in the Agreement
but Client acknowledges that some Support Services may be delayed and
call response time periods will not apply during such periods.
All responses to service requests for Equipment apply only to Unisys
Equipment designated Tier One (1). There is no commitment for response to
service requests for. Equipment that is not designated as Unisys Tier One
(1).
The response to service requests for Equipment described in the Agreement
will be achieved in no less than 85% of the occurrences where a Unisys
Customer Service Representative is dispatched.
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