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Crossroads Software Maintenance and Enhancement Services VDH PAGE 15 Contract # VDH-21-707-0156
11. ACCEPTANCE AND CURE PERIOD Services Acceptance Criteria Service(s) will be deemed accepted when Agency determines that the Service(s) meet(s) the Requirements set forth in the applicable order or SOW. Supplier shall ensure any individual Deliverable functions properly with any other Deliverables provided pursuant to the order or SOW. In the event that a previously Accepted Deliverable requires further modification in order to work properly with any other Deliverable, Supplier shall be responsible for all costs associated with the modification. Agency shall commence Acceptance testing within ten (10) calendar days after Receipt of the Service, or within such other period as set forth in the applicable order or SOW Acceptance testing will last no longer than thirty (30) calendar days, unless otherwise agreed to in writing between Agency and Supplier, for each Deliverable, or for the first instance of each Service type set forth in Exhibit B. Supplier shall provide Agency any assistance and advice as Agency may reasonably require, at no additional cost, during Acceptance testing. Agency shall provide Supplier written notice of Acceptance upon completion of installation and successful Acceptance testing. In the event that Agency fails to provide Supplier written notice of successful or unsuccessful Acceptance testing within five (5) business days following the Acceptance testing period, the Service will be deemed Accepted. Services Cure Period Supplier shall correct any non-conformities identified during Acceptance testing and re-submit the non- conforming Service for re-testing within fifteen (15) calendar days of Supplier’s receipt of written notice of non-conformance, unless otherwise agreed to between Agency and Supplier in the applicable order or SOW. Should Supplier fail to cure the non-conformity or deliver a Service which meets the Requirements, Agency may, in its sole discretion: i. reject the Service in its entirety, and any other Service(s) rendered unusable due to the non-conforming Service, and recover amounts previously paid to Supplier for all such Services; ii. issue a “partial Acceptance” of the Service with an equitable adjustment in the price to account for such deficiency; or iii. conditionally accept the applicable Service while reserving its right to revoke Acceptance if Supplier fails to make a timely correction.
Failure of a Service to meet, in all material respects, the Requirements after the second set of acceptance tests may constitute a breach by Supplier. In the event of such breach, Agency may, at its sole discretion, terminate its order or SOW, in whole or in part, for the Services to be provided by Supplier.
12. WARRANTY AND MAINTENANCE SERVICES At any time during the Warranty Period or MCP, as applicable, Supplier shall provide the following warranty or maintenance services (including unlimited telephonic support and all necessary travel and labor) to maintain the Solution in accordance with the Requirements. A. Known Defects Supplier shall promptly notify VDH in writing of any defects or malfunctions in the Solution or Documentation of which it learns from any source. Defects and incidents will be addressed in accordance with Exhibit I Service Level Requirements (SLR) B. New Releases No later than the first day of general release, Supplier shall provide to VDH copies of the Software and Documentation revised to reflect any enhancements, including all new releases, upgrades, and access modes, to the Software made by Supplier, including, without limitation, modifications to the Software which can increase the speed, efficiency or base of operation of the Software or add additional capabilities to or otherwise improve the functionality of the Software. C. Coverage Supplier shall provide all reasonably necessary telephone or written consultation requested by VDH in connection with use, problems, and operation of the Solution. Supplier is obligated to provide coverage under this provision on a 24 hours per day, seven days per week basis.
DocuSign Envelope ID: D69B105E-7A47-46ED-8B09-C0071CE057F5 DocuSign Envelope ID: 33024638-F519-4808-AF31-3DA182A2CE1E