HomeMy Public PortalAbout116-2021 - Sanitation - Linko - Software Implimentation •
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DocuSign Envelope ID:E4232A10-2C39-4F50-895A-1AAA16ED1D37
AGREEMENT
THIS AGREEMENT made and entered into this 06 day of October , 2021, by and
between the City of Richmond, Indiana, a municipal corporation acting by and through its Board
of Sanitary Commissioners (hereinafter referred to as the "City") and Aquatic Informatics and
Linko Technology, Inc., 19999 Broadway Suite 830, Denver, CO 80202 (hereinafter referred to
collectively as the"Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor for those services set forth on Exhibits"A"and"B"attached hereto
and incorporated herein by reference. Specifically,Contractor agrees to.provide the LinkExchange
Product, and implementation and training for the same; as well as the LabSync 2.0 Subscription,
and implementation and training for the same, all of which are more particularly described on
attached Exhibit`B';as well as those products,support and services set forth in Exhibit"A".
Should any provisions,terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions,terms,or conditions of this Agreement,this Agreement shall be controlling.
The Contractor shall,when requested,provide the phone call,text message or email specified by
City.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance and/or
warranties;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2);and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of the
City of Richmond. The Contractor shall provide,at its own expense,competent supervision of the
work.
SECTION III. COMPENSATION
City shall pay Contractor the sums as specifically set forth within the Exhibits attached hereto.
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective as of the date of execution of the parties and shall continue
in effect for a period of one(1)year. The parties agree that additional one(1)year service periods
may be agreed upon, and should such an agreement be reached,the parties agree to execute an
Addendum to this Agreement reflecting the terms and conditions of the renewal.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least five (5)working days written notice specifying the
effective date and the reasons for termination which shall include but not be limited to the
following:
Contract No. 116-2021
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a. failure,for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report,other work product,or advice,whether oral or written,by the
Contractor to the City that is incorrect,incomplete,or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made;or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination,the City shall be required to make payment for all work performed
prior to the date this Agreement is terminated, but shall be relieved of any other responsibility
herein.
This Agreement may also be terminated,in whole or in part, by mutual Agreement of the parties I
by setting forth the reasons for such termination, the effective date, and in the case of partial
termination,the portion to be terminated.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to,indemnify the City for any damage or injury to person
or property or any other claims which may arise from the Contractor's conduct or performance of
this Agreement, either intentionally or negligently; provided, however, that nothing contained in
this Agreement shall be construed as rendering the Contractor liable for acts of the City,its officers,
agents,or employees. Contractor shall as a prerequisite to this Agreement,purchase and thereafter
maintain such insurance as will protect it from the claims set forth below which may arise out of
or result from the Contractor's operations under this Agreement, whether such operations by the
Contractor or by any sub-contractors or by anyone directly or indirectly employed by any of them,
or by anyone for whose acts the Contractor may be held responsible.
Coverage Limits
A. Worker's Compensation& Statutory
Disability Requirements
B. Employer's Liability $100,000
C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability(if applicable)
Section 1. Bodily Injury $1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
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E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law,and shall,
before commencing work under this Agreement, provide the City a certificate of insurance, or a
certificate from the industrial board showing that the Contractor has complied with Indiana Code
Sections 22-3-2-5,22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore
subject to another state's worker's compensation law, Contractor may choose to comply with all
provisions of its home state's worker's compensation law and provide the City proof of such
compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM
REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired
employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify
program no longer exists. Prior to the performance of this Agreement,Contractor shall provide
to the City its signed Affidavit affirming that Contractor does not knowingly employ an
unauthorized alien in accordance with IC 22-5-1.7-11 (a)(2). In the event Contractor violates
IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty(30)
days after the City notifies the Contractor of the violation. If Contractor fails to remedy the
violation within the thirty (30) day period provided above, the City shall consider the
Contractor to be in breach of this Agreement and this Agreement will be terminated. If the
City determines that terminating this Agreement would be detrimental to the public interest or
public property,the City may allow this Agreement to remain in effect until the City procures
a new contractor. If this Agreement is terminated under this section,then pursuant to IC 22-5-
1.7-13 (c)the Contractor will remain liable to the City for actual damages.
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SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code(IC)5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement
that this certification is no longer valid, City shall notify Contractor in writing of said
determination and shall give contractor ninety(90)days within which to respond to the written
notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased
investment activities in Iran within ninety (90) days after the written notice is given to the
Contractor,the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In
the event the City determines during the course of this Agreement that this certification is no
longer valid and said determination is not refuted by Contractor in the manner set forth in IC
5-22-16.5, the City reserves the right to consider the Contractor to be in breach of this
Agreement and terminate the agreement upon the expiration of the ninety(90) day period set
forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1=10, Contractor, any sub-contractor, or any person acting
on behalf of Contractor or any sub-contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire,tenure,terms,conditions or privileges of employment or any matter directly
or indirectly related to employment, because of race, religion, color, sex, disability,
national origin,or ancestry.
B. Pursuant to Indiana Code 5-16-6-1,the Contractor agrees:
1. That in the hiring of employees for the performance of work under this Agreement
of any subcontract hereunder, Contractor,any subcontractor, or any person acting
on behalf of Contractor or any sub-contractor,shall not discriminate by reason of
race,religion,color,sex,national origin or ancestry against any citizen of the State
of Indiana who is qualified and available to perform the work to which the
employment relates;
2. That Contractor,any sub-contractor,or any person action on behalf of Contractor
or any sub-contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race,religion,color,sex,national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated
in violation of the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money due
or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
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SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or
agents of the same from all liability which may arise in the course of Contractor's performance of
its obligations pursuant to this Agreement.
SECTION XI.MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of its
rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall be
binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whole or in part at any
time by filing with the Agreement a written instrument setting forth such changes signed by both
parties. By executing this Agreement the parties agree that this document supersedes any previous
discussion,negotiation,or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts,each of which shall be an
original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this Contract must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts. By executing this Agreement,Contractor is estopped from bringing suit or any other action
in any alternative forum,venue,or in front of any other tribunal,court,or administrative body other
than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right Contractor
may have to bring such suit in front of other tribunals or in other venues:
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement,including but not limited to, City's reasonable attorney's fees.
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises,this Agreement shall be construed as if drafted jointly by the parties,and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of
the provisions of this Agreement.
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IN WITNESS WHEREOF,the parties have executed this Agreement at Richmond,Indiana, as of
the day and year first written above,although signatures may be affixed on different dates.
"CITY" "CONTRACTOR"
THE CITY OF RICHMOND, LINKO TECHNOLOGY INC.
INDIANA by and through its AQUATIC INFORMATICS
Board of Sanitary Commissioners
DoeuSigned by:
�
By: BY. O5CC622531234C8...
Sue Miller,President
James Griffiths
Printed:
Title: VP Finance
man alcshi,Vice-President
Qo, G i October 6, 2021
By: �-- a'-y Date:
•eg ens,Member
APPROVED: '•
. Sno a
City of Richmon ,Indiana
Date: 01 3 P 7A7'1
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ei(Ai bid
A UA aC
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!informatics
•
April 15,2021
•
Dear Richmond Sanitary District)
Re:AMENDMENT TO CUSTOMER SERVICE AGREEMENT
ti
This letter serves to amend the existing Services Agreement, Software License Agreement, Customer
Service Agreement or any contractual agreements (collectively the "Customer Agreement") between
Aquatic Informatics Inc.,(including any of its subsidiaries) and City of Richmond("Customer").
Effective upon the date of customer signature below,the products listed in the table below will be added
to the scope of service and the annual fee will be amended as described, In addition;if the products listed
below are not already covered by Support and Maintenance of Services Offerings, Service Levels, or
Support and Maintenance of Software,then the provisions in Schedule A, B and or C will apply and take
effect upon delivery.
All other terms and conditions of the Customer Agreement remain the same.
Product/Service Name Description One time fee Annual
support/subscription fee
LinkoExchange CROM ERR approved N/A $8,120
software for accepting
electronic reports by the
Industrial Pretreatment
Program
LinkoExchange Implementation and $4,000 N/A
Implementation and training services for
Training Services LinkoExchange software
LabSync 2.0 Software used to import N/A $2,995
lab samples and results
from LIMS
LabSync implementation Implementation and $1,880
and training services training services for
LabSync software
One Time Fee Total • $5,880
Annual Fee Total $11,115
Project TOTAL $16,995
To ensure the customer only pays for services received, all annual fees at the time of the customer's
subsequent renewal will be prorated based on the actual delivery of service dates.
,KAiloe A /9 /- /O
DocuSign Envelope ID:E4232A10-2C39-4F50-895A-1AAA16ED1D37
Please indicate your acceptance of these amendments by signing below and email it to:
rich.prinster@aquaticinformatics.com.
DocuSigned by. .
A& ioriie agnatory tho ed Signatory
Aquatic Informatics Inc. [CLIENT] .
James Griffiths 4Thet'L &Aks It l
Printed Name Printed Name
October 6, 2021 1/2 GI?.>,/4
Date • Date /
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•
Schedule A
Support and Maintenance of Service Offerings
Support and maintenance is provided with all Service Offerings.
Al will maintain the Service Offerings at the latest release making new enhancements and improvements available
as part of Al's development methodology. In addition to regular maintenance of the Service Offerings,Al will
support Subscriber by answering queries from technically-trained users designated by Subscriber and resolve such
queries in a manner set out below
1.0 DEFINITIONS •
(a) "Case priority 1"means the Service Offering has a system outage or the software does not work per
user documentation,business operations have been severely disrupted and no workaround is
immediately available;
(b) "Case priority 2"means the Service Offering does not work per user documentation,business
operations can continue in a restricted fashion(although long-term productivity might be adversely
affected)and no work around is immediately available;
(c) "Case priority 3"means the Service Offering does not work per user documentation,impaired
operations of some components,but allows the user to continue using the software,a work around
• exists but it is not obvious or is difficult and as a result there is significant impact productivity or
efficiency;
(d) "Case priority 4"means the Service Offering does not work per user documentation,business
operations are not significantly impacted;
(e) "Case priority 5"means the Service Offering does not work per user documentation and does not
affect business operations or software does not work as expected and is not in user documentation
or is an enhancement request;
(f) "Documentation"means the instruction manual or help on the Service Offering;
(g) "Operating Hours"are 7:30 am—5:00 pm(Mon—Fri)Pacific Time excluding Province of British
Columbia and Canadian statutory holidays via the Vancouver,Canada office,and 9:00 am -5:00 pm
(Mon—Fri)Australian Eastern Standard Time excluding Tasmanian and Australian statutory holidays
via Hobart,Australia office;
(h) "Resolution"means one or more of the following outcomes:a)a mutually acceptable work around,
b)a configuration/data change or c)a Service Offering Change;
(i) "Service Offering Change"means changes to Service Offering functionality;
2.0 SUPPORT AND MAINTENANCE SERVICES
2.1 Description of Services.During any Subscription Term and subject to the provisions of this
Agreement,Al will use commercially reasonable efforts to provide the following Support and
Maintenance Services:
(a) Live telephone support with a support representative during Operating Hours;
(b) Email support during Operating Hours;
(c) Live Web conferencing with a support representative during Operating Hours where required to
understand the support case;
(d) Case tracking through our online case tracking system;and
(e) Access to an online Support Portal 24 hours a day,7 days a week.
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2,2 Support Service Level Agreement
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1 1 business day or sooner 2 business days
2 1 business day 3 business days
3 1 business day 10 business days
4 1 business day At Al's discretion
5 At Al's discretion At Al's discretion
(a) Initial Response and Target Time to Resolution time periods start once a case is logged in Al's Support
Portal.
(b) Resolution times may exceed the Target Time to Resolution time targets depending on the
complexity involved in determining the root cause of the case and the complexity of finding a
resolution for It. Should this situation arise for priority 1 or 2 cases,the Customer will be provided a
credit towards their next Annual Subscription Fee calculated as follows:
a. Credit=Annual Subscription Fee X((Number of business days in excess of Target Time in a
given Subscription Term)/(Total Number of business days in the same Subscription Term))
(c) The credit for any Subscription Term cannot exceed the Annual Subscription Fee.
(d) Subscription Term Credits can only be used as a rebate toward the purchase of a subsequent
Subscription Term and otherwise has no cash value.
(e) Subscription Term Credits are Subscriber's sole remedy if resolution times exceed the Target Time to
Resolution.
2.3 Resolution of Service Offering Anomaly. A Service Offering anomaly will be considered to be resolved
when:
(a) the Service Offering is working in substantial accordance with the Documentation when operated on
the supported hardware,operating system and peripheral as designated by AI;or
(b) Al has advised the Customer of one of the following:
(i) how to correct or bypass the Service Offering anomaly;
(ii) that the anomaly falls within an exception to this Agreement.
3,0 EXCEPTIONS
3.1 Support and Maintenance Exclusions. Maintenance and Support Services are not provided for
and do not apply to:
(a) third party software and middleware or services;
(b) when the Customer is in breach of this Agreement or any other agreement between the Company
and the Customer;
(c) Service Offerings that are improperly implemented;
(d) Hardware,peripherals(including printers)or software other than the Service Offering;
(e) Anomalies in the Service Offering that are not reproducible;or
(f) Anomalies,damage or problems in the Service Offering or its operation caused by:
i. an incompatible or non-functioning configuration,operating system or hardware system;
ii. accident,abuse or misapplication for which Al is not responsible;
iii. malfunction or non-performance of products supplied by third parties;
iv. use contrary to Its intended purpose or contrary to the Documentation;or
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v, any other matters beyond AI's control.
3.2 Third Party Vendors. The Customer will look solely to the third party vendors of third party
software,middleware,hardware or peripheral if there are any anomalies,damage or problems to the
Services Offering in or caused by such software,middleware,hardware and/or peripheral.
3.3 Interfaces.Al will not be responsible for any of the Customer's integration requirements for the
Services Offering resulting from a Customer's use of third party vendors who may not integrate with the
Services Offering.
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Schedule B
Service Levels
Service Commitment
Al will use commercially reasonable efforts to make Service Offerings available with a Monthly Uptime Percentage
(defined below)of at least 99.9%,in each case during any calendar month(the"Service Commitment").In the
event Service Offerings do not meet the Service Commitment,you will be eligible to receive a Service Credit as
described below.
Definitions
1) "Monthly Uptime Percentage"is calculated by subtracting from 100%the percentage of minutes during the
month in which Service Offerings,as applicable,was"Unavailable."Monthly Uptime Percentage
measurements exclude downtime resulting directly or indirectly from any Service Offerings SLA Exclusion
(defined below).
2) "Unavailable"means Your Service Offering has no external (to/from Internet)connectivity.
3) A"Service.Credit"Is a dollar credit,calculated as set forth below,that we may credit back to an eligible
account.
Service Commitments and Service Credits
Service Credits are calculated as a percentage of the total monthly-equivalent charges paid by you(excluding one-
time payments such as upfront payments made for initial instance setup)for Service Offerings in accordance with
the schedule below.
Monthly Uptime Percentage Service Credit%
Less than 99.9%but equal to or greater than 99.0% 10%
Less than 99.0% 30%
We will apply any Service Credits only against future Service Offerings payments otherwise due from you.Service
Credits will not entitle you to any refund or other payment from Al.A Service Credit will be applicable and issued
only if the credit amount for the applicable billing cycle is greater than one dollar($1 USD).Service Credits may not
be transferred or applied to any other billing account.Unless otherwise provided in the Agreement,your sole and
exclusive remedy for any unavailability,non-performance,or other failure by us to provide Service Offerings is the
receipt of a Service Credit(if eligible)in accordance with the terms of this Schedule.
Credit Request and Payment Procedures
To receive a Service Credit,you must submit a claim by opening a support case with Al.To be eligible,the credit
request must be received by us no later than calendar 15 days after the end of the billing cycle that the
unavailability incident occurred within and must include:
1) the words"Service Offerings SLA Credit Request"in the subject line;
2) the dates and times of each Unavailability incident that you are claiming;
3) the URL(s)to the affected Service Offerings instance(s);and
4) your request logs that document the errors and corroborate your claimed outage(any confidential or sensitive
information in these logs should be removed or replaced with asterisks).
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If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment,
then we will issue the Service Credit to you within one month after your request is confirmed by us.Your failure to
provide the request and other information as required above will disqualify you from receiving a Service Credit.
Service Offerings SLA Exclusions
• The Service Commitment does not apply to any unavailability,suspension or termination of Service Offerings,or
any other Service Offerings performance issues:(1)that result from a suspension of your Service Offering for
reasons set out in the Agreement;(ii)caused by factors outside of our reasonable control,including any force
majeure event or Internet access or related problems beyond the demarcation point of the infrastructure provider
for Service Offerings);(iii)that result from any actions or inactions of you or any third party;(iv)that result from
your equipment,software or other technology and/or third party equipment,software or other technology(other
than third party equipment within our direct control);(v)that result from failures of individual instances not
attributable to Service Offerings Unavailability;(vi)that result from any maintenance as provided for pursuant to
the Agreement;(vii)arising from our suspension and termination of your right to use Service Offerings in
accordance with the Agreement;or(viii)arising from downtime related to scheduled maintenance windows
(defined below)(collectively,the"Service Offerings SLA Exclusions").If availability is impacted by factors other
than those used in our Monthly Uptime Percentage`calculation,then we may issue a Service Credit considering
such factors at our discretion.
Scheduled Maintenance Windows
From time to time,your Service Offering Instance may require maintenance to upgrade or repair hardware or
software that will cause downtime and therefore unavailability to you.We will notify you at least 7 calendar days
before such maintenance is required and provide an estimate of the duration required to perform the
maintenance. Most maintenance can be performed with less than 2 hours of downtime but some may take longer.
We will work with you to schedule a start time&date for the maintenance(a scheduled maintenance window)
that is mutually acceptable to you and us.Once maintenance has started at the agreed time,we will use
commercially reasonable efforts to return your Service Offerings instance(s)to service within the estimated
duration window—but this will not always be possible due to unforeseen complications that may arise.
Scheduled Maintenance Windows are excluded from the Service Offerings SLA.
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Schedule C
Support and Maintenance of Software
Support and maintenance Is provided with the Software.
Al will maintain the Software at the latest release making new enhancements and improvements available as part
of AI's development methodology. In addition to regular maintenance of the Software,Al will support you by
answering queries from technically-trained users designated by you and resolve such queries in a manner set out
below
1.0 DEFINITIONS
(a) "Case priority 1"means the Service Offering has a system outage or the software does not work per
user documentation,business operations have been severely disrupted and no work around is
immediately available;
(b) "Case priority 2"means the Service Offering does not work per user documentation,business
operations can continue in a restricted fashion(although long-term productivity might be adversely
affected)and no work around is immediately available;
(c) "Case priority 3"means the Service Offering does not work per user documentation,impaired
operations of some components,but allows the user to continue using the software,a work around
exists but it is not obvious or is difficult and as a result there is significant Impact productivity or
efficiency;
(d) "Case priority 4"means the Service Offering does not work per user documentation,business
operations are not significantly impacted;
(e) "Case priority 5"means the Service Offering does not work per user documentation and does not
affect business operations or software does not work as expected and is not in user documentation
or is an enhancement request;
(f) "Documentation"means the instruction manual or help on the Service Offering;
(g) "Operating Hours"are 7:30 am—5:00 pm(Mon—Fri)Pacific Time excluding Province of British
Columbia and Canadian statutory holidays via the Vancouver,Canada office,and 9:00 am-5:00 pm
(Mon—Fri)Australian Eastern Standard Time excluding Tasmanian and Australian statutory holidays
via Hobart,Australia office;
(h) "Resolution"means one or more of the following outcomes:a)a mutually acceptable work around,
b)a configuration/data change or c)a Service Offering Change;
(i) "Service Offering Change"means changes to Service Offering functionality;
2.0 SUPPORT AND MAINTENANCE SERVICES
2.1 Description of Services.During any SMA Term and subject to the provisions of this Agreement,Al
will use commercially reasonable efforts to provide the following Support and Maintenance Services:
(a) Live telephone support with a support representative during Operating Hours;
(b) Email support during Operating Hours;
(c) Live Web conferencing with a support representative during Operating Hours where required to
understand the support case;
(d) Case tracking through our online case tracking system;
(e) Access to an online Support Portal 24 hours a day,7 days a week;and
(f) Entitlement to download and use each new Major and Minor Release of the Software for which you
have obtained licenses.
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2.2 Support Service Level Agreement
to i 4 ,i ' ' U i i I sp s
1 1 business day or sooner 2 business days
2 1 business day 3 business clays
3 1 business day 10 business days
4 1 business day At Al's discretion
5 At Al's discretion At Al's discretion
•
(a) A Software Change is only released before the next scheduled Major Release when the Software
Change is the only way to resolve a priority 1 or 2 case;
(b) A Software Change is only released for compatibility with the current Major Release or one of the two
previous Major Releases.
(c) If you are experiencing issues and not using a Supported Release of the Software,you must upgrade
to a Supported Release(preferably the latest Supported Release)and then,if the original case
persists,Al will work with you to find a mutually acceptable resolution.
(d) You must check on the Al Support Portal to determine if you are using a Supported Release
(e) Initial Response and Target Time to Resolution time periods start once a case is logged in Al's Support
Portal.
(f) Resolution times may exceed the Target Time to Resolution time targets depending on the
complexity involved in determining the root cause of the case and the complexity of finding a
resolution for it. Should this situation arise for priority 1 or 2 cases,you will be provided a credit
towards their next Annual Subscription Fee calculated as follows:
a. Credit=Annual Subscription Fee X((Number of business days in excess of Target Time in a
given SMA Term)/(Total Number of business days in the same Subscription Term))
(g) The credit for any SMA Term cannot exceed the Annual SMA Fee.
(h) SMA Credits can only be used as a rebate toward the purchase of a subsequent Subscription Term
and otherwise has no cash value.
(i) SMA Credits are your sole remedy if resolution times exceed the Target Time to Resolution.
2.3 Resolution of Software Anomaly. A Software anomaly will be considered to be resolved when:
(a) the Software is working in substantial accordance with the Documentation when operated on the
supported hardware,operating system and peripheral as designated by Al;or
(b) Al has advised you of one of the following:
(i) how to correct or bypass the Software anomaly;
(ii) that the correction to the Software anomaly will be available through a future Major or
Minor Release;or
(iii) that the anomaly falls within an exception to this Agreement.
3.0 EXCEPTIONS
3.1 Support and Maintenance Exclusions. Maintenance and Support Services are not provided for
and do not apply to:
(a) third party software and middleware or services;
(b) when you are In breach of this Agreement or any other agreement with Al;
(c) Software that is improperly implemented;
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64A/h 6 14 /09 9—/4
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(d) Hardware,peripherals(including printers)or software other than the Software;
(e) Anomalies in the Software that are not reproducible;or
(f) Anomalies,damage or problems in the Software or its operation caused by:
i. an incompatible or non-functioning configuration,operating system or hardware system;
ii. accident,abuse or misapplication for which Al is not responsible;
iii. malfunction or non-performance of products supplied by third parties;
iv. use contrary to its intended purpose or contrary to the Documentation;or
v. any other matters beyond Al's control.
3,2 Third Party Vendors, If AI has corrected a Software anomaly in a Minor Release or Major Release
provided to you,then AI will not be required to provide any other correction for the Software anomaly
provided that the functionality of the Software has been maintained in relation to your business
requirements. You will look solely to the third party vendors of third party software,middleware,
hardware or peripheral if there are any anomalies,damage or problems to the Software in or caused by
such software,middleware,hardware and/or peripheral.
3.3 Interfaces.Al will not be responsible for any of your integration requirements for the Software
resulting from your use of third party vendors who may not integrate with the Software.
3.4 Inactive Support and Maintenance.Support and Maintenance only applies to customers with a
valid and current SMA Term in place, and who are in good standing with Al's accounting,finance and
payment terms.
4.0 SUPPORT AND MAINTENANCE PERIODS AND FEES
4.1 Renewal. Additional 12 month service periods are available following the expiry of a SMATerm.
Prior to the expiry of a Support and Maintenance service period,Al may at its discretion send you an
invoice for renewal of Support and Maintenance for the applicable SMA Term at the applicable SMA Fee.
Failure to pay the invoice within the payment terms as detailed on the invoice will be deemed a rejection
by you of the offered Support and Maintenance and will result in termination of Support and
Maintenance upon expiration of the then-current SMA Term.
4.2 Taxes.The SMA Fees do not include taxes. If AI Is required to pay sales,use,property,value-
added,goods and services or other federal,provincial,state or local taxes based on the license granted
under this Agreement or on your use of the Software or documentation,then such taxes will be billed to
and paid promptly by you.
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Budget Planning Estimate 00010149
This document is for the purpose of budget planning. This is not an invoice or a formal quote, and prices are subject
to change.
Details: Created On: 02 Jun 2021
Prepared For: Tim Orrill
(765) 983-7447
torrill@richmondindiana.gov
Richmond Sanitary District
2380 Liberty Ave
Richmond, Indiana 47374
United States
Submitted By: Angela Burciaga
(303)275-9969
angela.burciaga@aquaticinformatics.com
Linko Technology Inc jrAi b!'6 8 Page 1 of 3
DocuSign Envelope ID:E4232A10-2C39-4F50-895A-1AAA16ED1D37
.CA
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fl d rmcocs Budget PlanningEstimate- dg t 00010149
Budget Planning Estimate Summary
Future Term: March 1,2022—February 28,2023 •
Product Sales Price Term Qty Total.Price1
Linko Support&Maintenance $3,790.00 12 mos 1.0 $3,790.00
Customer support and maintenance plan for Linko software during 2022.
Renewal occurs in February 2022. Includes live telephone support and
24 x 7 access to web-based support and knowledge base as defined in
the Service Agreement.
Linko Hosting Service $3,195.00 12 mos 1.0 $3,195.00
Services to host and maintain customer's existing Linko software
licenses and configuration on a dedicated virtual server. (Recurring
annual fee) •
Hosting service Includes:
o Password protected,secure,encrypted access using Remote
Desktop services.
a Individual,personalized desktops for each RDP user,
(subscriber)
o Access to Linko software from virtually any location with •
broadband internet
a Upgrades of Linko software upon version release
o Automated daily backups of your data and software
o Improved software speed inherent to state-of-the-art hosting
infrastructure
RDP User(s) $0.00 12 mos 3.0 $0.00
Recurring annual subscription(s)to Linko products via Remote desktop
access. Additional users are$400 annually.
Summary of Products & Services
Software Licenses(One-Time License Fees):$0.00 USD GRAND TOTAL: $6,985.00 USD
Professional Services(One-Time Service Fees):$0.00 USD
Recurring Annual Fees(SaaS&SMA):$6,985.00 USD
Linko Technology Inc EJCA r b r.b A Page 2 of 3
DocuSign Envelope ID:E4232A10-2C39-4F50-895A-1AAA16ED1D37
47-'N's-1
A* UATIIC
`Y ll W d o fr m C]i ll cis Budget Planning Estimate 00010149
This document is for the purpose of budget planning. This is not an invoice or a formal quote, and prices are subject to
change.
Prepared By:
Angela Burciaga- Linko Technology Inc
(303)275-9969 1999 Broadway, Suite 830
angela.burciaga@aquaticinformatics.com Denver, CO 80202
FEI N:47-2917533 •
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Linko Technology Inc I 1 11I 6 6Page 3 of 3