Attachment E.2 Service Level Agreement.docx

Attachment E.2 Service Level Agreement

STATE OF SOUTH CAROLINA

CLEMSON UNIVERSITY

Attachment E.2: Reporting & Service Level Management

Attachment E.2 – Service Level Agreement 5400023659 – Enterprise Resource Planning System Page 22 of 22

The Contractor will be required to comply with the following performance management and reporting mechanisms, as may be modified in this Attachment, for all Services within the scope of the Agreement and will provide these reports to the State as stipulated herein.

Contractor agrees to meet or exceed the Minimum Acceptable Service Levels (“MASLs”) set forth in this Service Level Agreement. Failure to meet the MASLs will result in designated amounts of recurring monthly fees being withheld by Clemson and if not corrected within stated timeframes, Service Level Credits being due Clemson. Contractor offers Availability, Support Response Performance Levels, Recovery Point Objective, Recovery Time Objective and ERP System Response Time MASLs.

“Availability” means for each calendar month the actual uptime expressed as a percentage of the Scheduled Uptime less Unscheduled Downtime divided by Scheduled Uptime multiplied by 100: Availability % = [(Scheduled Uptime - Unscheduled Downtime) / (Scheduled Uptime)] x 100.

“Base Time” equals the product of the number of days in the applicable calendar month multiplied by 24 hours multiplied by 60 minutes.

“Monthly Fees” means, for this Service Level Agreement only, the sum of the then current monthly SaaS fees and if not included in SaaS fees, the monthly maintenance fees.

“Notify” means that Contractor will call back or electronically inform the Clemson contact.

“Recovery Point Objective” means the age of files that must be recovered from backup storage for normal operations to resume if a System goes down as a result of a hardware, program, communications failure, or disaster occurs.

“Recovery Time Objective” means the maximum tolerable length of time that the System can be down after a hardware, program, communication failure or disaster occurs.

“Respond” means that Contractor(s) will begin working on the problem and/or ticket item, e.g., by Notifying Clemson to clarify the issue and by starting the technical investigation to expeditiously remediate the problem.

“Scheduled Downtime” means for each calendar month the number of minutes attributable to:

· regularly scheduled maintenance or service upgrades or other mutually agreed upon times;

· intentional shutdowns due to emergency interventions and/or responses to security incidents;

· any infrastructure, communication or functional components that are managed by Clemson;

· configuration changes initiated by Clemson;

· the acts or omissions of Clemson’s employees, agents, consultants, suppliers or end-users; or

· a force majeure event.

“Scheduled Uptime” means for each calendar month the Base Time less the Scheduled Downtime. Contractor(s) shall provide proactive notifications to Clemson regarding proposed scheduled maintenance or service upgrades with at least seven calendar day’s prior written notice, such notice to include the date of the outage and the start and stop times of the outage.

“Service Level Credits” means amounts paid or credited to Clemson by Contractor for missing MASLs.

“Support Response Performance Levels” means Contractor(s) meeting the Response/Notification times for all problem issues raised in accordance with corresponding MASLs set forth in this Service Level Agreement.

“System Response Time Performance Level” means System response times measured from when a Clemson thread is received by Contractor’s infrastructure until the ERP System response is transmitted from Contractor’s managed infrastructure.

“Unscheduled Downtime” equals the time (in minutes) during which the Production System is not operational during a Steady State (excluding “Scheduled Downtime”). Declaration of Scheduled Downtime will be a mutual decision between Clemson and Contractor.

Availability MASL Contractor(s) agrees to make available to Clemson and the Authorized Users the System and all SaaS Service for live production processing twenty-four hours a day, seven days a week. Contractor(s) warrants it will achieve Availability MASL no less than 99.95% each month. Clemson will withhold 15% of the corresponding Monthly Fees for each month that Availability is less than 99.95%, until Contractor(s) re-establishes Availability to the monthly MASL for two (2) consecutive months. However, starting the third month following Contractor’s initial failure to meet the 99.95% MASLs, if Contractor(s) continues to fail to meet the Availability MASL of 99.95%, then Contractor(s) shall provide a Service Level Credit to Clemson equal to 10% of the corresponding Monthly Fees for the prior month and each consecutive month until it re-establishes the MASL. Once Contractor(s) re-establishes the MASL for two consecutive months, all “hold-back” monies shall be promptly paid to Contractor(s), less any Service Level Credit thereon.

Notwithstanding anything to the contrary, Contractor(s) acknowledges and agrees that if: (A) Availability falls at or below: (i) 99.60% for 3 consecutive months, (ii) 99.70% for 4 consecutive months, (iii) 99.70% for any 6 months during a rolling 12 month period; (iv) 90% for any one calendar month, or (B) Unscheduled Downtime exceeds, in the aggregate in any rolling twelve month period,1,500 minutes, then in any of the foregoing cases, Clemson may terminate, at any time and at its discretion, the Contract(s) for Default, without further obligation to pay any remaining but corresponding amounts and without any penalty, and in either case, triggering Clemson Disengagement rights, except Clemson will only be required to reimburse Contractor(s) for its expenses (i.e., sans any profit) incurred in providing the Disengagement support. In addition, Contractor(s) shall immediately reimburse Clemson for any pre-paid fees.

Support Response/Notify, RPO and RTO Performance MASLs Support Response and/or Notify assures Clemson that problems with the System will be addressed within the time frames set forth in the Table below. Clemson will retain a Service Level Credit of 10% of the applicable Monthly Fees for any calendar month in which Contractor fails to Notify Clemson or Respond to events within the timeframes outlined below.

· If Contractor has received notice through a monitoring alert or Clemson has opened the ticket by any other method than calling Contractor support center, Contractor will Respond within 30 minutes from the initial alert or receipt of the ticket.

Once a Severity 1 event has occurred, Contractor will Notify Clemson of the issue within 30 minutes from the initial monitoring alert.

· If Contractor has received notice through a monitoring alert or Clemson has opened the ticket by any means other than calling the support center, Contractor will Respond within one (1) hour from the initial alert or receipt of the ticket Once Contractor receives notice that a Severity 2 event has occurred, Contractor will notify Clemson within one (1) hour from the initial monitoring alert.

Once Contractor receives notice a Severity 3 event has occurred, Contractor will Notify Clemson within one (1) business day from the initial monitoring alert.

Recovery Time Objective (“RTO”)

Maximum system recovery time set forth in adjacent column.

4-hour RTO – 7am to 7pm EST 8-hour RTO – 7pm to 7am EST

Recovery Point Objective (“RPO”)

Maximum time period of lost transactions, data changes, or work-in-process

2 hours

Service Level Credit For RTO and RPO

For purposes of the Response Time MASLs, the Severity Levels are defined as follows:

· Severity 1: Complete loss of ERP System or Software as a Service so that end users are unable to process any critical data; or a critical security event such as a confirmed security incident on Contractor Equipment.

· Severity 2: Degradation of performance for any ERP System component that has a material adverse effect on the ability to process a class of critical data but does not result in an outage; or a circumstance that if not corrected could result in an outage or loss of Clemson data; or a major security event that degrades or could degrade service.

· Severity 3: Single member of redundant unit or circuit has failed, but there is no impact on end users or any degradation of service; or loss of ability to process a non-critical Clemson data or function; or services are functioning normally, but an individual experiences a problem; or a non-critical security event that does not impact performance.

· Severity 4: All cosmetic and minor errors; all the user tasks can still be accomplished. Example: Grammar errors, color changes, misspelled words, layout, etc. The Contractor's technical support staff shall accept Clemson’s call for assistance at the time Clemson places the initial call; however, if such staff is not immediately available, Contractor shall return Clemson’s call within 2 hours. The Contractor shall resolve Severity Level 4 problems as mutually agreed between the Contractor and Clemson.

System Response Time Performance MASL Contractor agrees ERP System responses will average no more than 2 seconds for all Clemson requests each month. A response will be measured from the time a Clemson data-thread is received by Contractor’s infrastructure until the ERP System response is transmitted from Contractor’s managed infrastructure. Clemson will withhold 15% of the Monthly Fees for each month exceeding the 2 second average, until the next month that Contractor re-establishes average response times in accordance with the MASL. However, in the month following Contractor’s initial failure to meet 2 second MASL, and each subsequent month, if Contractor fails to meet the 2 second MASL, then Clemson will be paid a Service Level Credit equal to 10% of the corresponding Monthly Fees for each prior month until the 2 second response MASL is established for two (2) consecutive months.

Monthly Service Level Report

In addition to the above, and on a monthly basis, the Contractor will provide a written report (the “Monthly Service Level Report”) to Clemson which includes the following information: (i) the Contractor’s quantitative performance for each Service Level; (ii)) the amount of any monthly Service Level Credits due for each Service Level for that month; (v) the contract cumulative total amount of Service Level Credits (i.e. the total amount of Service Level Credits from the contract’s effective date through the end of the then current monthly reporting period) that have been paid and any outstanding credit balance owed for each Service Level and the contract cumulative total amount of Service Level Credits for all Service Levels that have been paid and any outstanding credit balance owed for all Service Levels; (vi) a “Root-Cause Analysis” and corrective action plan with respect to any Service Levels where the MASL was not met during the preceding month which analysis and plans must be agreed to and approved by Clemson; and (vii) trend or statistical analysis with respect to each Service Level as requested by Clemson. The Monthly Service Level Report must always include the values listed for the current month and prior 12 months and it will be due no later than the tenth (10th) calendar day of the following month.

Failure of the Contractor to timely report performance for any Service Level or not providing root cause analysis information for any Service Level where MASL was not met will result Clemson withholding 15% of monthly fees as noted above.

In addition to the above, and notwithstanding anything else to the contrary in the Agreement, Contractor acknowledges and agrees that repeated failure to meet MASLs as outlined here in 3 or more consecutive months or failing to maintain the Availability MASL of 95% for any 4 months during a rolling 12-month period, Clemson may, at any time and without permitting any further cure period and with as little as two (2) business days written notice, terminate the Agreement, in whole or in part, for Default. As with all terminations by Clemson for Contractor’s Default, such termination shall be without further obligation for Clemson to pay any remaining amounts due or to become due under the Agreement and without any penalty, except Clemson will only be required to reimburse Contractor for its actual, verified expenses (i.e., excluding profit) incurred in providing the Disengagement Support in accordance with the Agreement. In addition, Contractor shall immediately reimburse Clemson for any pre-paid fees under the Agreement and any outstanding Service Level Credits.