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HomeMy WebLinkAboutIT16-413 - Original - SAP Public Services Inc. - 2016-2017 Crystal Reports Server 5 CAL - 12/20/2016 ® { i K�N WhBHINOTON Document.G4 L �0 IT y 2, CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: SAP Public Services, Inc. Vendor Number: 309759 7D Edwards Number Contract Number: 1-YI LO- H 1,) This is assigned by City Clerk's Office Project Name: 2016-2017 Crystal Reports Server 5 CAL Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment Contract ❑ Other: I Contract Effective Date: 12/20/2016 Termination Date: 12/19/2017 Contract Renewal Notice (Days): 30 Number of days required notice for termination or renewal or amendment Contract Manager: Curt Ryser Department: Information Technology Contract Amount: $2,474.79 Approval Authority: ® Department Director ❑ Mayor ❑ City Council Detail: (i.e. address, location, parcel number, tax id, etc.): As of; 08/27/14 Page 1 of 2 SAP Public Services, Inc. Ronald Reagan Building International Trade Center 1300 Pennsylvania Ave., N.W., Suite 600 Washington, DC 20004 USA SAP Public Sawa..,Inc.,Ronald Reagan euildingllnterna4onal Trade Genter, 1300 Pennsylvania Ave.,11M.,suite 600,Weehington,DC 20004 CITY OF KENT ACCOUNTS PAYABLE 220 4TH AVE S KENT WA 98032 United States , Invoice No. 6665012725 of 11/22/2016 2,474.79 USD Order Number: 12250362 of 1 212 01201 6 US Fed tax id: 54-1865804 Opportunity: 0302367151 Quote: 220589995 Sold-to-Party: 954228, CITY OF KENT, KENT,United States Ship-to-Party: 954228, CITY OF KENT, KENT,United States Bill-to-Party: 1048733,City of Kent, Kent, United States Installation: 20397734,CITY OF KENT,KENT, United States Contact: Mail:financeAR@sap.com;TFP:+866 572621 Product Settlement period Unit Price Amount Quantity _ 7008442-SAP BusObj Mtce Fee Enterprise Support Your Purchase Order:134258 OF 12/20/2016-12/19/2017 our order no.12250362 1 UN 2,260.08 USD for 1 UN Fixed amount.'2,260.08 USD for12 month(s) 2,260.08 USD Total net value 2,260.08 USD State Tax 6.500 %of 2,260.08 USD 146.91 USD City Tax 2.100 %of 2,260.08 USD 47.46 USD Local Tax 0.900 %of 2,260.08 USD 20.34 USD Total 2,474.79 USD Payment Terms:Within 30 days due net. Interest will accrue daily on all unpaid balances at the prime rate or as set forth in the SAP End User License Agreement. Please remit payment to the following (indicate invoice#on remittance): ACH (Proffered Method)or Wires: SAP Public Services, Inc., Account: 6213781629, Citizens Bank of PA, ABA: 036076150, SWIFT: CTZIUS33 or Checks: SAP Public Services, Inc., P.O. Box: 828795, Philadelphia,PA 19182-8795, United States Courier(Checks): SAP Public Services, Inc., c/o PNC Bank,Attention: Box 828795, Route 38 at Eastgate Drive, Moorestown, NJ 08057, United States 1. Page 2 of 2 l Invo . 6665012725 of 11/22f2016 2,474.79 USD ice No Federal Tax Identification Number: 54. 1865804 j i , \ , \ It ; / \ \ b e m = / % a z - \ } _ % } G c ] § § ° § g / \£ ) / ] ~ 2 3 / : q \ § \® $ } 9* / /_ \ \ } / / ) \ . w ° 2 \ 750 / o & o \ La ) g - � ( ( � LM ) cu \ \ } ) / �o 7 # - 3 ° ! � 7 $ a \ { U n % g ! § % : k k \ / § m / ] ) / � 24 < a - - 2 \ # ` 3 ® ® $ k B \ \ j\ � 0 @ ] { 2 i % j e CL / / % m = 0 s 6 - - ` § } \ \ \ \ ) a) o o * k ` \ R = � \ � a)0 \ R 0( M o_ Cl) ) _ § C _ f (h\ ®©2 @G E" � : f CL 0 k / \ \ a 114 e � CITY OF KENT Notification Id: 220589996 400 W GOWE STREET Your Customer 7195082 KENT WA 98032 No: United States End User: CITY OF KENT Service Level: SAP Enterprise Support Date: 10/04/2016 Amount(excluding 2,260.08 USD,, /' Taxes): fi vc)(. h�u�2��f. -�) i a H-1q Subject: SAP® MAINTENANCE & SUPPORT PURCHASE SCHEDULE I Your SAP Maintenance&Support service is due to expire on 12/19/2016. This service includes delivery of updates,upgrades and access to our technical support services in accordance with your chosen , service level More information regarding SAP Maintenance and Support can be found at http://wwvv.sap.com/services/bysubject/supportlindex.epx. Our technical support services are only available to customers who are current and paid on all of their software maintenance and support agreements. It is important that we receive your signed purchase schedule as soon as possible to avoid suspension of your technical support access. Please note that all late renewals will be subject to a reinstatement fee equal to 10% of the agreement value. -This,Quote is not an invoice. Fees and other charges described in this Quote do not include Taxes, all of which shall be for Licensee's account as provided in the End-User Agreement(defined below). With respect to state/local US sales tax,a valid direct pay permit or tax exempt certificate must be provided to SAP before invoicing as provided in the End-User Agreement. SAP Public Services Inc. The Ronald Reagan Building/International Trade Center 1300 Pennsylvania Avenue, NW,Suite 600, North Tower/Grey Washington,DC 20004-3012 `� 2/4 e � ° I Your Maintenance&Support service covers the products described in the table below.Support is valid for versions as described on the support website under:http://service.sap.com/bosap-lifecycle. Previous Order No:'.11826026-Previous Purchase Order:126714 OP Qty Software Name 2 UN Crystal Reports Server 5 CAL Reference:220689995 New Start Date:12/20/2016 - New End Date:12/19/2017 Total.Maintenance: SAP BusObj Mice Fee Enterprise Su ort 2,260 08 USD r Total: 2,260.08 USD- New End Date: 12119/2017 i SAP Public Services Inc. The Ronald Reagan Building/International Trade Center . 1300 Pennsylvania Avenue,NW, Suite 600, North Tower/Grey Washington, DC 20004-3012 3/4 We are offering to renew your Maintenance&Support service until 12/19/2017 for an amount of 2,260.03 US (excluding Taxes).Thls document is not an invoice. The invoice may contain sales taxes. i Invoice Address Delivery Address City of Kent CITY OF KENT 220 4th Avenue South 400 W GOWE STREET Kent WA 98032 KENT WA 98032 United States United States VAT No./Tax Ref:4803303200 Contact Contact ACCOUNTS PAYABLE Tel:+1 253 856-6400 Tel: Fax: Fax: EMail: EMail: If the invoice needs to be sent to a different address then the one stated above please confine this address. The payment terms for any invoices issued by SAP shall be 30 days from the date of invoice. SAP will invoice the services covered in this purchase schedule for the amount and payment terms as staled above. If the Client requires any additional documents,these will be attached to the purchase schedule and should reference the purchase schedule. If there are no additional documents attached or if these documents do not reference the purchase schedule, then this purchase schedule will be considered as the official Purchase Order. If the Client requires a PO or reference number,it must be stated in the designated box below. Customer PO or ref.number: !, Purchase Order Guidelines -PO must be issued to:SAP Public Services, Inc. The Ronald Reagan Building/international Trade Center, 1300 Pennsylvania Avenue,Suite 600 Washington, DC 20004-3012 -Payment terms must read 30 days unless specified otherwise by contract -Purchase Order MUST indicate"Electronic Software Download"as delivery method -Purchase Order MUST be signed unless electronic "Delivery","Bill to"and"Sold to"addresses must be specified -Contact name and phone number address must be specified -Purchase Order must be dated -Ensure that It reads"Purchase Order"not Purchase Requisition -PO must include a Quote ID number as a reference SAP Public Services Inc. The Ronald Reagan Building/International Trade Center 1300 Pennsylvania Avenue, NW,Suite 600,North Tower/Grey Washington,DC 20004-3012 4/4 ® ® I OO Remit to Address;, Checks must be issued to: SAP Public Services Inc. P.O. Box 828795, Philadelphia,PA 19182-8795 Wires: SAP Public Services Inc. Account#6213781629,Citizens Bank of PA,ABA 0360 76150,SWIFT CTZIUS33 Federal Tax Identification Number:#54-1865804 supplia Client SAP Public Services Inc. CITY OF KENT , Role Leal Reference:220589995 Maintenance Renewal Account Manager Amount(excluding Taxes):2,260.08 LSD Tel +61 1 615 241 5403 Name: I Vt� CWPI0 III Fax EMail : Role.Leal@sap.com Title: x7r Date: Signal f y This Quote is valid until : 1212012016 SAP and Licensee agree that this Purchase Schedule is governed by the terms and conditions of the applicable SAP Support Schedule found at http://www.sap.com/company/licenses/index.epx,and is incorporated by reference and made a part hereof, provided however that the"Agreement"shall refer to the SAP Software General Terms and Conditions or such other license agreement under which the Software listed herein were licensed. Licensee acknowledges that it has had the opportunity to review the SAP Support Schedule.This Purchase Schedule shall prevail over any additional,conflicting,or inconsistent terms and conditions which may appear on any purchase order or other document furnished by Licensee to SAP. Support is valid for versions as described on the SAP support website under:http://support.sap.com/maintenance,which Client has I, read and accepted. Licensee agrees and understands that the calculation and payment obligation for sales taxes and/or customs duties,which shall be the responsibility of Licensee,may be affected by the delivery method and the delivery location,for the Software and Directories (collectively"Products")as identified herein. Delivery will be made by making the Software available for download or other electronic transmission to Licensee's delivery location listed above.Delivery of the Directories will be made by making them available for download or other electronic transmission to Licensee's delivery location listed above, along with physical delivery upon customer request. Licensee has read,understood and agrees to the terms of this Quote and the signatory represents that he or she is duly authorized to sign this Quote. SAP Public Services Inc. The Ronald Reagan Building/International Trade Center 1300 Pennsylvania Avenue,NW,Suite 600, North Tower/Grey Washington,DC 20004-3012 L c UF. i v � C L 1 � O Qj v O 6 n O > o 00 O c a ai� N U U to N ? U LM N c -O N Cl) J ❑ cr bn o c c ur ° o a_ " Nd v- ❑ bA m L o., a.. a O 5 u -a a) 3 o Q s o v a U 3 c L ° N O w 'O N u 'O M cn -° c S® c +uO+ OU n + o Oc N 0- �'d E '6 . N L a. ^QdU 6u •a CU S v aO O ° �f....v m v s o o p N u v 6� a B m 'm o ai � a a) c a c m f0 H °A E m c ' Q o 0 o t .Q ° o ° °o Lo ¢ m v E O- O- ++ Y a O- C O N C LL N M Z U U) � Z ❑ a- ( h V) CJ > O O 0 0 0 0 0 0 0 0 0 0 0 0 0 v N m } N e m v a_ ® CN a+ N Z ® ® m c �� a c 0 O U u O O L a N L LL V) r SAP ENTERPRISE SUPPORT SCHEDULE("Schedule") In each Instance in which provisions of this Schedule contradict or are Inconsistent with the provisions of the Agreement Including any appendices, exhibits,order forms or other documents attached to or incorporated by reference to the Agreement,the provisions of this Schedule shall prevail and govern. This Schedule governs the provision of support services by SAP as further defined herein ("SAP Enterprise Support') for all software licensed by Licensee under the Agreement(hereinafter collectively referred to as the "Enterprise Support Solutions"), excluding software to which special support agreements apply exclusively. 1. Definitions: 1.1 "Go-Live"marks the point in time from when,after implementation of the Enterprise Support Solutions or an upgrade of the Enterprise Support Solutions, the Enterprise Support Solutions can be used by Licensee for processing real data in live operation mode and for running Licensee's internal business operations In accordance with the Agreement. 1.2 "Licensee Solution(s)"shall mean Enterprise Support Solutions and any other software licensed by Licensee from third parties provided such third party software is operated in conjunctlon with Enterprise Support Solutions. 1.3 "Production System' shall mean a live SAP system used for running Licensee's Internal business operations and where Licensee's data is recorded. 1.4 "SAP Software Solution(s)"shall mean a group of one or multiple Production Systems running Licensee Solutions and focusing on a specific functional aspect of Licensee's business. Details and examples can be found on the SAP Service Marketplace (as specified in SAP Note 1324027or any future SAP Note which replaces SAP Note 1324027). 1.5 "Service Session"shall mean a sequence of support activities and tasks carried out remotely to collect further information by Interview or by analysis of a Production System resulting in a list of recommendations.A Service Session could run manually,as a self-service or fully automated. 1.6 "Top-Issue"shall mean Issues and/or failures identified and prioritized jointly by SAP and Licensee In accordance with SAP standards which(1) endanger Go-Live of a pre-production system or f i) have a significant business impact on a Production System. 1.7 "Local Office Time"shall mean regular working hours (8.00 a.m.to 6.00 p.m.)during regular working days,in accordance with the applicable public holidays observed by SAP's registered office.With regard to SAP Enterprise Support only, both parties can mutually agree upon a different registered office of one of SAP's affiliates to apply and serve as reference for the Local Office Time. 2. Scope of SAP Enterprise Support. Licensee may request and SAP shall provide, to such degree as SAP makes such services generally available in the Territory,SAP Enterprise Support services. SAP Enterprise Support currently includes: Continuous Improvement and Innovation • New software releases of the licensed Enterprise Support Solutions,as well as tools and procedures for upgrades. • Support packages - correction packages to reduce the effort of Implementing single corrections. Support packages may also contain corrections to adapt existing functionality to changed legal and regulatory requirements. • For releases of the SAP Business Suite 7 core applications(starting with SAP ERP 6.0 and with releases of SAP CRM 7.0, SAP SCM 7.0, SAP SRM 7.0 and SAP FILM 7.0 shipped in 2008), SAP may provide enhanced functionality and/or Innovation through enhancement packages or by other means as available. During mainstream maintenance for an SAP core application release, SAP's current practice is to provide one enhancement package or other update per calendar year. • Technology updates to support third-party operating systems and databases.Available ABAP source code for SAP software applications and additionally released and supported function modules. • Software change management, such as changed configuration settings or Enterprise Support Solutions upgrades, is supported for example with content and information material,tools for client copy and entity copy,and tools for comparing customization. • SAP provides Licensee with up to five days remote support services per calendar year from SAP solution architects o to assist Licensee in evaluating the innovation capabilities of the latest SAP enhancement package and how it may be deployed for Licensee's business process requirements. o to give Licensee guidance in form of knowledge transfer sessions, weighted one day, for defined SAP software/applications or Global Support Backbone components. Currently, content and session schedules are stated at http,,i service sap cam/enteroriseptipport. Scheduling,availability and delivery methodology is at SAP's discretion. • SAP gives Licensee access to guided self services as part of SAP Solution Manager Enterprise Edition, helping the Licensee to optimize technical solution management of selected Enterprise Support Solutions. • Configuration guidelines and content for Enterprise Support Solutions are usually shipped via SAP Solution Manager Enterprise Edition. Best practices for SAP System Administration and SAP Solution Operations for SAP Software. • SAP configuration and operation content Is supported as integral parts of Enterprise Support Solutions. • Content,tools and process descriptions for SAP Application Lifecycle Management are part of the SAP Solution Manager Enterprise Edition, the Enterprise Support Solutions and/or the applicable Documentation for the Enterprise Support Solutions. Advanced Support for Enhancement Packages and other SAP Software Updates SAP offers special remote checks delivered by SAP solution experts to analyze planned or existing modifications and Identify possible conflicts between Licensee custom code and enhancement packages and other Enterprise Support Solutions updates. Each check Is conducted for one specific modification in one of Licensee's core business process steps. Licensee is entitled to receive two services from one of the following categories per calendar year per SAP Software Solution. • Modification Justification: Based on Licensee's provision of SAP required documentation of the scope and design of a planned or existing custom modification in SAP Solution Manager Enterprise Edition,SAP identifies standard functionality of Enterprise Support Solutions which may fulfill the Licensee's requirements(for details see http://service.sap.com�. • Custom Code Maintainability: Based on Licensee's provision of SAP required documentation of the scope and design of a planned or existing custom modification in SAP Solution Manager Enterprise Edition, SAP identifies which user exits and services may be available to separate custom code from SAP code(for details see http:Nservice.sap.com�. Global Support Backbone • SAP Service Marketplace-SAP's knowledge database and SAP's extranet for knowledge transfer on which SAP makes available content and services to licensees and partners of SAP only. • SAP Notes on the SAP Service Marketplace document software malfunctions and contain information on how to remedy,avoid and bypass errors. SAP Notes may contain coding corrections that licensees can implement into their SAP system. SAP Notes also document related issues,licensee questions,and recommended solutions(e.g.customizing settings). SAP Confidentlat Page 1 enUS(10.2010) • SAP Note Assistant-a tool to install specific corrections and improvements to SAP components. • SAP Solution Manager Enterprise Edition—as described in Section 2.4 Mission Critical Support • Global message handling by SAP for problems related to Enterprise Support Solutions,including Service Level Agreements for Initial Reaction Time and Corrective Action(for more information refer to Section 2.1.1). • SAP Support Advisory Center—as described in Section 2.2. • Continuous Quality Checks—as described In Section 2.3. • Global 24x7 root cause analysis and escalation procedures in accordance with section 2.1 below. • Root Cause Analysis for Custom Code: For Licensee custom code built with the SAP development workbench, SAP provides mission-critical support root-cause analysis, according to the Global Message Handling process and Service Level Agreements stated In Sections 2.1.1,2.1.2 and 2.1.3,applicable for priority"very high"and priority"high"messages.If the Licensee custom code is documented according to SAP's then- current standards(for details see http://serv;Ga.sap.00mi),SAP may provide guidance to assist Licensee in issue resolution Other Components,Methodologies,Content and Community Participation • Monitoring components and agents for systems to monitor available resources and collect system status information of the Enterprise Support Solutions(e.g.SAP EarlyWatch Alert). • Pre-configured test templates and test cases are usually delivered via the SAP Solution Manager Enterprise Edition. In addition the SAP Solution Manager Enterprise Edition assists Licensee's testing activities with functionalities that currently include: o Test administration for Enterprise Support Solutions by using the functionality provided as part of the SAP Solution Manager Enterprise Edition o Quality Management for management of"Quality-Gales" o SAP-provided tools for automatic testing o SAP-provided tools to assist with optimizing regression test scope. Such tools support itlenlifying the business processes that are affected by a planned SAP Software Solutions change and make recommendations for the test scope as well as generating test plans(for details see http://service.sap.comq- • Content and supplementary tools designed to help increase efficiency, which may include implementation methodologies and standard procedures,an Implementation Guide(IMG) and Business Configuration(BC)Sets. • Access to guidelines via the SAP Service Marketplace,which may include implementation and operations processes and content designed to help reduce costs and risks. Such content currently includes: o End-to-End Solution Operations:Assists Licensee with the optimization of the end-to-end operations of Licensee's SAP Software Solution. o Run SAP Methodology:Assists Licensee with application management,business process operations,and administration of the SAP NetWeaver®technology platform,and currently includes: • The SAP standards for solution operations • The road map of Run SAP to implement end-to-end solution operations • Tools,including the SAP Solution Manager Enterprise Edition application management solution.For more information on the Run SAP methodology,refer to http:l/service.sap.comlrunsap • Participation in SAP's customer and partner community (via SAP Service Marketplace), which provides information about best business practices,service offerings,etc. 2.1. Global Message Handling and Service Level Agreement(SLA). When Licensee reports malfunctions,SAP supports Licensee by providing information on how to remedy, avoid or bypass errors. The main channel for such support will be the support infrastructure provided by SAP. Licensee may send an error message at any time. All persons involved in the message solving process can access the status of the message at any time.For further details on definition of message priorities see SAP Note 67739. In exceptional cases, Licensee may also contact SAP by telephone. For such contact (and as otherwise provided) SAP requires that License provide remote access as specified in Section 3.2(it). The following Service Level Agreements ("SLA"or"SLAB')shall apply to all Licensee support messages that SAP accepts as being Priority 1 or 2 and which fulfill the prerequisites specified herein. Such SLAB shall commence In the first full Calendar Quarter following the Effective Date of this Schedule. As used herein, "Calendar Quarter" is the three month period ending on March 31, June 30, September 30 and December 31 respectively of any given calendar year. 2.1A SLA for Initial Response Times' a. Priority 1 Support Messages("Very High"I. SAP shall respond to Priority 1 support messages within one (1) hour of SAP's receipt(twenty- four hours a day, seven days a week) of such Priority 1 support messages. A message is assigned Priority 1 if the problem has very serious consequences for normal business transactions and urgent,business critical work cannot be performed. This Is generally caused by the following circumstances: complete system outage,malfunctions of central SAP functions in the Production System,or Top-Issues. b. Priority 2 Support Messages ("High"). SAP shall respond to Priority 2 support messages within four(4)hours of SAP's receipt during SAP's Local Office Time of such Priority 2 support messages. A message Is assigned Priority 2 if normal business transactions in a Production System are seriously affected and necessary tasks cannot be performed. This Is caused by Incorrect or Inoperable functions in the SAP system that are required to perform such transactions andlor tasks. 2.1.2 SLA for Corrective Action Response Time for Priority 1 Support Messages SAP shall provide a solution,work around or action plan for resolution("Corrective Action')of Licensee's Priority 1 support message within four(4)hours of SAP's receipt(twenty-four hours a day,seven days a week) of such Priority 1 support message ("SLA for Corrective Action'). In the event an action plan is submitted to Licensee as a Corrective Action,such action plan shall include: (I)status of the resolution process; (11) planned next steps,including Identifying responsible SAP resources; fill) required Licensee actions to support the resolution process;(iv)to the extent possible, planned dates for SAP's actions;and (v)date and time for next status update from SAP. Subsequent status updates shall include a summary of the actions undertaken so far; planned next steps; and date and time for next status update. The SLA for Corrective Action only refers to that part of the processing time when the message is being processed at SAP ("Processing Time"). Processing Time does not include the time when the message is on status "Customer Action" or "SAP Proposed Solution",whereas (a)the status Customer Action means the support message was handed over to Licensee; and (b) the status SAP Proposed Solution means SAP has provided a Corrective Action as outlined herein. The SLA for Corrective Action shall be deemed met if within SAP Confidential Paget en US(10-2010) four(4) hours of processing time:SAP proposes a solution, a workaround or an action plan;or if Licensee agrees to reduce the priority level of the message. 2.1.3 Prerequisites and Exclusions. 2.1.3.1 Prerequisites, The SLAB shall only apply when the following prerequisites are met for support messages:(1)in all cases except for Root Cause Analysis for Custom Code under Section 2,support messages are related to releases of Enterprise Support Solutions which are classified by SAP with the shipment status"unrestricted shipment",(ii)support messages are submitted by Licensee in English via the SAP Solution Manager , Enterprise Edition in accordance with SAP's then current support message processing log-In procedure which contain the relevant details necessary(as specified in SAP Nate 16018 or any future SAP Note which replaces SAP Note 16018)for SAP to take action on the reported error; (iii) support messages are related to a product release of Enterprise Support Solutions which falls into Mainstream Maintenance or Extended Maintenance. For Priority 1 support messages, the following additional prerequisites must be fulfilled by Licensee: (a) the issue and Its business impact are described in detail sufficient to allow SAP to assess the issue;(b)Licensee makes available for communications with SAP,twenty four(24)hours a day, seven (7) days a week, an English speaking contact person with training and knowledge sufficient to aid in the resolution of the Priority 1 message consistent with Licensee's obligations hereunder; and (c)a Licensee contact person is provided for opening a remote connection to the system and to provide necessary log-on data to SAP. 2.1.3.2 Exclusions. For SAP Enterprise Support in particular the following types of Priority 1 messages are excluded from the SLAB:(i)support messages regarding a release,version and/or functionalities of Enterprise Support Solutions developed specifically for Licensee(including without limitation those developed by SAP Custom Development and/or by SAP subsidiaries) except for custom code built with the SAP development workbench; (ii) support messages regarding country versions that are not part of the Enterprise Support Solutions and instead are realized as partner add-ons,enhancements,or modifications is expressly excluded even if these country vemlons were created by SAP or an affiliate of SAP; (III)the root cause behind the support message Is not a malfunction,but a missing functionality("development request")or the support message is ascribed to a consulting request 2.1.4 Service Level Credit. 2A.4.1 SAP shall be deemed to have met Its obligations pursuant to the SLAB as stated above by reacting within the allowed time frames in ninety-five percent (95%) of the aggregate cases for all SLAB within a Calendar Quarter. In the event Licensee submits less than twenty (20) messages(in the aggregate for all SLAB)pursuant to the SLAB stated above in any Calendar Quarter during the Enterprise Support term, Licensee agrees that SAP shall be deemed to have met the its obligations pursuant to the SLAB stated above if SAP has not exceeded the stated SLA time- frame in more than one support message during the applicable Calendar Quarter. 2.1.4.2. Subject to Section 2.1.4.1 above,in the event that the timeframes for the SLA's are not met(each a"Failure"),the following rules and procedures shall apply: () Licensee shall Inform SAP in writing of any alleged Failure; (III SAP shall investigate any such claims and provide a written report proving or disproving the accuracy of Licensee's claim; (it!) Licensee shall provide reasonable assistance to SAP in its efforts to correct any problems or processes inhibiting SAP's ability to reach the SLAB; (iv) subject to this Section 2.1.4, if based on the report, an SAP Failure is proved, SAP shall apply a Service Level Credit ("SLC") to Licensee's next SAP Enterprise Support Fee invoice equal to one quarter percent(0.25%)of Licensee's SAP Enterprise Support Fee for the applicable Calendar Quarter for each Failure reported and proved,subject to a maximum SLC cap per Calendar Quarter of I've percent(5%) of Licensee's SAP Enterprise Support Fee for such Calendar Quarter. Licensee bears the responsibility of notifying SAP of any SLCs within one month after the and of a Calendar Quarter in which a Failure occurs. No penalties will be paid unless notice of Licensee's well-founded claim for SLC(s) is received by SAP in writing. The SLC stated in this Section 2,1.4 is Licensee's sole and exclusive remedy with respect to any alleged or actual Failure. 2.2 SAP Support Advisory Center. For Priority 1 and Top-Issues directly related to the Enterprise Support Solutions, SAP shall make available a global unit within SAP's support organization for mission critical support related requests(the"Support Advisory Center')..The Support Advisory Center will perform the following mission critical support tasks: (i) remote support for Top-Issues — the Support Advisory Center will act as an additional escalation level,enabling 24X7 root cause analysis for problem Identification;(11)Continuous Quality Check service delivery planning in collaboration with Licensee's IT,Including scheduling and delivery coordination; (tit) provides one SAP Enterprise Support report on request per calendar year; (iv)remote primary certification of the SAP Customer Center of Expertise if requested by Licensee; and (v) providing guidance in cases In which Continuous Quality Checks(as defined in Section 2.3 below),an action plan and/or written recommendations of SAP show a critical status(e.g.a red CQC report)of the Enterprise Support Solutions. As preparation for the Continuous Quality Check delivery through SAP Solution Manager Enterprise Edition, Licensee's Contact Person and SAP shall jointly perform one mandatory setup service("Initial Assessment")for the Enterprise Support Solutions.The Initial Assessment shall be based upon SAP standards and documentation. The designated SAP Support Advisory Center will be English speaking and available to Licensee's Contact Person (as defined below) or its authorized representative twenty-four hours a day, seven days a week for mission critical support related requests. The available local or global dial-in numbers are shown in SAP Nate 560499. The Support Advisory Center is only responsible for the above mentioned mission critical support related tasks to the extent these tasks are directly related to issues or escalations regarding the Enterprise Support Solutions. 2.3 SAP Continuous Quality Check. In case of critical situations related to the SAP Software Solution(such as Go Live,upgrade,migration or Top Issues),SAP will provide at least one Continuous Quality Check(the"Continuous Quality Check"or"CQC")per calendar year for each SAP Software Solution. The CQC may consist of one or more manual or automatic remote Service Sessions.SAP may deliver further CQC's in cases where vital alerts are reported by SAP EarlyWatch Alert or in those cases where Licensee and the SAP Advisory Center mutually agree that such a service is needed to handle a Top-Issue. Details, such as the exact type and priorities of a CQC and the tasks of SAP and cooperation duties of Licensee, shall be mutually agreed upon between the parties. At the end of a CQC,SAP will provide Licensee with an action plan and/or written recommendations. Licensee acknowledges that all or part of the CQC sessions may be delivered by SAP and/or a certified SAP partner acting as SAP's subcontractor and based on SAP's CQC standards and methodologies. Licensee agrees to provide appropriate resources,including but not limited to equipment, data,information,and appropriate and cooperative personnel,to facilitate the delivery of CQC's hereunder. Licensee acknowledges that SAP limits CQC re-scheduling to a maximum of three times per year. Re-scheduling must take place at least 5 working days before the planned delivery date. If Licensee fails to follow these guidelines, SAP is not obliged to deliver the yearly CQC to the Licensee. 2.4 SAP Solution Manager Enterprise Edition under SAP Enterprise Support. SAP Confidential Page enUS(10-2010) 2.4.1 SAP Solution Manager Enterprise Edition(and any successor to SAP Solution Manager Enterprise Edition provided hereunder) shall be subject to the Agreement and is solely for the following purposes under SAP Enterprise Support:(i)delivery of SAP Enterprise Support and support services for Licensee Solutions including delivery and Installation of software and technology maintenance for Enterprise Support Solutions;and (11) application lifecycle management for Licensee Solutions and for any other software components and IT assets licensed of otherwise obtained by Licensee from third parties provided such third party software, software components and IT assets are operated in conjunction with Enterprise Support Solutions and are required to complete the Licensee's business processes as documented In the solution documentation in SAP Solution Manager Enterprise Edition("Additional Supported Assets'). Such application lifecycle management is limited solely to the following purposes: • implementation,configuration,testing, operations,continuous Improvement and diagnostics • incident management (service desk), problem management and change request management as enabled using SAP CRM technology integrated in SAP Solution Manager Enterprise Edition . • administration, monitoring, reporting and business intelligence as enabled using SAP NetWeaver technology Integrated in SAP Solution Manager Enterprise Edition. Business intelligence may also be performed provided the appropriate SAP BI software Is licensed by Licensee as part of the Enterprise Support Solutions. For application lifecycle management as outlined under section 2.4.1(ii) above,Licensee does not require a separate Package license to SAP CRM. Licensee must hold appropriate Named User licenses to Use SAP Solution Manager. 2.4.2 SAP Solution Manager Enterprise Edition may not be used for purposes other than those stated above. Without limiting the foregoing restriction, Licensee shall not use SAP Solution Manager Enterprise Edition for (I) CRM scenarios such as service plans, contracts, service confirmation management, except as CRM scenarios are expressly stated in Section 2,4,1; (11) SAP NetWeaver usage types other than those stated above or (iii) application life-cycle management and In particular incident management (service desk) except for Licensee Solutions and Additional Supported Assets and(Iv)non-IT shared services capabilities,including without limitation HR,Finance or Procurement. 2.4.3 SAP—in its sole discretion—may update from time to time on the SAP Service Marketplace under http:/fservice.sap.comisolutionmanageT the use cases for SAP Solution Manager Enterprise Edition under this Section 2.4. 2.4.4 SAP Solution Manager Enterprise Edition shall only be used during the term of this Schedule and by Named Users licensed by Licensee subject to the licensed rights for the Software and exclusively for Licensee's SAP-related support purposes in support of Licensee's internal business operations. The right to use any SAP Solution Manager Enterprise Edition capabilities under SAP Enterprise Support other than those listed above is subject to a separate written agreement with SAP, even if such capabilities are accessible through or related to SAP Solution Manager Enterprise Edition. Notwithstanding the foregoing limitation on Named Users, Licensee shall be entitled to allow any of its employees to use web self service in the SAP Solution Manager Enterprise Edition during the term of this Schedule for the sole purpose of creating support tickets,requesting support ticket status and ticket confirmation directly related to the Licensee Solutions and Additional Supported Assets. i 2.4.5 In the event Licensee terminates SAP Enterprise Support and receives SAP Standard Support in accordance with Section 6, Licensee's use of SAP Solution Manager Enterprise Edition under SAP Enterprise Support shall cease. Thereafter, Licensee's use of SAP Solution Manager Enterprise Edition shall be governed by the terms and conditions of the SAP Standard Support Schedule. 2.4.7 Use of SAP Solution Manager Enterprise Edition may not be offered by Licensee as a service to third parties even if such third parties have licensed SAP Software and have licensed Named Users;provided,third parties authorized to access the SAP Software under the Agreement may have access to SAP Solution Manager Enterprise Edition solely for SAP-related support purposes in support of Licensee's Internal business operations under and in accordance with the terms of this Schedule. 3. Licensee's Responsibilities. 3.1 SAP Enterprise Support Program Management. In order to receive SAP Enterprise Support hereunder, Licensee shall designate a qualified English speaking contact within its SAP Customer Center of Expertise for the Support Advisory Center(the"Contact Person") and shall provide contact details(in particular e-mail address and telephone number)by means of which the Contact Person or the authorized representative of such Contact Person can be contacted at any time. Licensee's Contact Person shall be Licensee's authorized representative empowered to make necessary decisions for Licensee or bring about such decision without undue delay. 3.2 Other Requirements. In order to receive SAP Enterprise Support hereunder,Licensee must further satisfy the following requirements: (1)Continue to pay all Enterprise Support Service Fees in accordance with the Agreement and this Schedule. (II)Otherwise fulfill its obligations under the Agreement and this Schedule, (iii) Provide and maintain remote access via a technical standard procedure as defined by SAP and grant SAP all necessary authorizations, in particular for remote analysis of Issue as part of message handling. Such remote access shall be granted without restriction regarding the nationality of the SAP employee(s)who process support messages or the country in which they are located. Licensee acknowledges that failure to grant access may lead to delays in message handling and the provision of corrections, or may render SAP unable to provide help in an efficient manner. The necessary software components must also be installed for support services. For more details,see SAP Note 91488. (iv)Establish and maintain an SAP certified Customer COE meeting the requirements specified in Section 4 below. (v) Have installed, configured and be using productively,an SAP Solution Manager Enterprise Edition Software system,with the latest patch levels for Basis,and the latest SAP Solution Manager Enterprise Edition support packages. (vi)Activate SAP EariyW atch Alert for the Production Systems and transmit data to Licensee's productive SAP Solution Manager Enterprise Edition system. See SAP Note 1257308 for information on setting up this service. (vii)Perform the Initial Assessment as described in Section 2.2 and implement all the recommendations of SAP classified as mandatory. (viii) Establish a connection between Licensee's SAP Solution Manager Enterprise Edition installation and SAP and a connection between the Enterprise Support Solutions and Licensee's SAP Solution Manager Enterprise Edition installation. Licensee shall maintain the solution landscape and core business processes In Licensee's SAP Solution Manager Enterprise Edition system for all Production Systems and systems connected to the Production Systems. Licensee shall document any implementation or upgrade projects in Licensee's SAP Solution Manager Enterprise Edition system. (ix)To fully enable and activate the SAP Solution Manager Enterprise Edition, Licensee shall adhere to the applicable documentation. (x)Licensee agrees to maintain adequate and current records of all modifications and,if needed,promptly provide such records to SAP. (A)Submit all error messages via the then current SAP support infrastructure as made available by SAP from time to time via updates,upgrades or add-ons. SAP Confidential Page 4 enUS(10.2010) (rat) Inform SAP without undue delay of any changes to Licensee's installations and Named Users and all other Information relevant to the Enterprise Support Solutions. 4. Customer Center of Expertise. 4.1 Role of the Customer Center of Expertise. In order to leverage the full potential value delivered as part of SAP Enterprise Support, Licensee Is required to establish a Customer Center of Expertise("Customer Center of Expertise", or"Customer COE"). The Customer COE is designated by Licensee as a central point of contact for interaction with the SAP support organization. As a permanent center of expertise, the Customer COE supports Licensee's efficient implementation, innovation, operation and quality of business processes and systems related to the SAP Software Solution based on the Run SAP methodology provided by SAP (for more information on the Run SAP methodology, refer to http:gservice.sap.comfrunsap). The Customer COE should cover all core business process operations. SAP recommends starting the implementation of the Customer COE as a project that runs in parallel with the functional and technical implementation projects. 4.2 Basic Functions of the Customer COE.The Customer COE must fulfil the following basic functions: e Support Desk:Set-up and operation of a support desk with a sufficient number of support consultants for infrastmoturelapplication platforms and the related applications during regular local working hours(at least 8 hours a day,5 days(Monday through Friday)a week). Licensee support process and skills will be jointly reviewed in the framework of the service planning process and the certification audit. Y Contract administration:Contract and license processing in conjunction with SAP(license audit,maintenance billing,release order processing, user master and installation data management). 6 Coordination of innovation requests:Collection and coordination of development requests from the Licensee and/or any of its affiliates , provided such affiliates are enttled to use the Enterprise Support Solutions under the Agreement.In this role the Customer COE shall also be empowered to function as an interface to SAP to take all action and decisions needed to avoid unnecessary modification of Enterprise Support Solutions and to ensure that planned modifications are In alignment with the SAP software and release strategy. e Information management:Distribution of information(e.g.infernal demonstrations,Information events and marketing)about Enterprise Support Solutions and the Customer COE within the Licensee's organization. • CQC and other remote services planning:Licensee regularly engages in a service planning process with SAP, The service planning starts during the Initial implementation and will then be continued regularly. 4.3 Customer COE Certification. Licensee must establish a cedifled Customer COE upon the later to occur of the following:(1)within twelve(12) months after the Effective Date;or(11)within six(6) months after Licensee has started using at least one of the Enterprise Support Solutions in live mode for normal business operations.To obtain the then-current primary Customer COE certification or re-certification by SAP,the Customer COE undergoes an audit procedure.Detailed information on the initial certification and re-certification process and conditions,as well as Information on the available certification levels,is available on the SAP Service Marketplace(hitp:f/service.sap.com/coe), 5. Enterprise Support Fees. SAP Enterprise Support Fees shall be paid annually in advance and shall be specified in Appendices or order documents to the Agreement. After the Initial Term(as defined In the applicable appendices or order documents), any limitations on increases to the SAP Enterprise Support Fees are subject to Licensee's compliance with the Customer COE requirements specified above. 6. Termination 6.1 SAP Enterprise Support may be terminated by either party with 3 months written notice(1) prior to the and of the Initial Term and (it)thereafter, prior to the start of the following renewal period. Any termination provided In accordance with above will be effective at the end of the then-current SAP Enterprise Support period during which the termination notice is received by the respective party. Notwithstanding the forgoing, SAP may terminate SAP Enterprise Support after one month written notice of Licensee's failure to pay Enterprise Support Fees. 6.2 Notwithstanding Licensee's rights under Section 6.1,and provided Licensee is not in default of any obligations under the Agreement,Licensee may select SAP Standard Support with 3 months written notice to SAP either(i)with respect to all orders for support that are solely on a calendar year renewal basis, prior to the start of the renewal period that follows the Initial Term that commenced as of Licensee's first order for SAP Enterprise Support; or(ii) with respect to all orders for support that are not solely on a calendar year renewal basis, prior to the start of the first renewal period in any calendar year that follows the Initial Term that commenced as of Licensee's first order for SAP Enterprise Support. Such selection shall be stated by Licensee in the notice letter, and shall terminate SAP Enterprise Support effective with the commencement of SAP Standard Support. Any such selection shall apply to all Enterprise Support Solutions and shall be on SAP's then-current terms and conditions for SAP Standard Support, Including without limitation pricing. SAP and Licensee shall execute an amendment or other document to the Agreement memorializing Licensee's selection and SAP's then-current terms and conditions. 6.3 For the avoidance of any doubt, termination of SAP Enterprise Support or selection to enroll in another type of SAP Support Services by Licensee pursuant to Support Services selection provisions under the Agreement shall strictly apply to all licenses under the Agreement, Its appendices,schedules, addenda and order documents and any partial termination of SAP Enterprise Support or partial selection of SAP Enterprise Support by Licensee shall not be permitted in respect of any part of the Agreement,its appendices,schedules, addenda, order documents or this Schedule. 7. Verification. To check the compliance with the terms of this Schedule,SAP shall be entitled to periodically monitor(at least once annually and in accordance with SAP standard procedures) (i) the correctness of the information Licensee provided and (II) Licensee's usage of the Solution Manager Enterprise Edition in accordance with the rights and restrictions set out in Section 2.4. 8, Reinstatement. In the event Licensee elects not to commence SAP Enterprise Support upon the first day of the month following initial delivery of the Enterprise Support Solutions,or SAP Enterprise Support is otherwise terminated pursuant to Section 6 above or declined by Licensee for some period of time, and is subsequently requested or reinstated, SAP will invoice Licensee the seemed SAP Enterprise Support Fees associated with such time period plus a reinstatement fee. 9. Other Terms and Conditions. 9,1 The scope of SAP Enterprise Support offered by SAP may be changed annually by SAP at any time upon three months prior written notice. 9.2 Licensee hereby confirms that Licensee has obtained all licenses for the Licensee Solutions. 9.3 In the event that Licensee is entitled to receive one or more services per calendar year, (i) Licensee shall not be entitled to receive such services in the first calendar year if the Effective Date of this Schedule is after September 30 and (ii) Licensee shall not be entitled to transfer a service to the next year if Licensee has not utilized such service. SAP Confidential Page 5 en US(40-2010) 9A FAILURE TO UTILIZE SAP ENTERPRISE SUPPORT PROVIDED BY SAP MAY PREVENT SAP FROM BEING ABLE TO IDENTIFY AND ASSIST IN THE CORRECTION OF POTENTIAL PROBLEMS WHICH, IN TURN, COULD RESULT IN UNSATISFACTORY SOFTWARE PERFORMANCE FOR WHICH SAP CANNOT BE HELD RESPONSIBLE. 9.6 In the event SAP licenses third party software to Licensee under the Agreement,SAP shall provide SAP Enterprise Support on such third party software to the degree the applicable third party makes such support available to SAP. Licensee may be required to upgrade to more recent versions of its operating systems and databases to receive SAP Enterprise Support. If the respective vendor offers an extension of support for its product,SAP may offer such extension of support under a separate written agreement for an additional fee. 9.6 SAP Enterprise Support is provided according to the current maintenance phases of SAP software releases as stated In hllp!/service sap com/releasestrateov. 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