HomeMy WebLinkAboutC2006-126 - 4/11/2006 - Approved
AGREEMENT BETWEEN CITY OF CORPUS CHRISTI, TEXAS
AND OPEN, INCORPORATED
FOR
SAFETYPAD
SOFTWARE LICENSING
AND
PROFESSIONAL SERVICES
March 31,2006
OPEN incorporated
366 Jackson Street
First Floor
St. Paul. MN 55101
City of Corpus Christi, Texas
1201 Leopard
Corpus Christi, TX 78401
2006-t2o
04/11 lOti
'\12006-101
Open. Inc.
AGREEMENT BETWEEN CITY OF CORPUS CHRISTI, TEXAS
AND OPEN, INCORPORATED
This Software License and Professional Services Agreement ("Agreement") is entered into
between OPEN incorporated. a Minnesota corporation, ("Licensor") and the City of Corpus
Christi. Texas ("Customer").
1. Definitions
a Core Software The term "Core Software" shall mean the core SafetyPAD mobile and
SafetyPAD base computer programs In object code only and the user manuals. The term "Core
Software" includes only the shrinkwrap SafetyPAD mobile and base software, unmodified or customer
configured. exluding any new corrections, bug fixes, enhancements, updates or other modifications,
Including custom modifications. to such computer program and user manuals.
b Software. The term "Software" shall mean the computer program in object code only as
outlined In Exhibit A. The term "Software" includes any corrections, bug fixes, enhancements, updates
or other modifications including custom modifications, to such computer program and user manuals.
c Certificate of Delivery The term "Certificate of Delivery" shall mean a written notice,
signed by Licensor. certifying that the Core Software has been delivered to the Licensor or another
authorized third party and is available to Install on the appropriate equipment. This only includes the
provision of the Core Software and does not include configuration of the software or modification of
documentation
d Certificate of installatIOn. The term "Certificate of Installation" shall mean a written notice,
signed by Licensor, certifying that the Software has been installed and that the Software substantially
complies with the functionality demonstrated on December 2005 and January 2006 for modules
purchased in Exhibit A.
e Professional Services. The term "Professional Services" shall mean all integration and
professional services described in Exhibit A . Final Pricing.
2. License
a Grant of License. Licensor grants Customer, pursuant to the terms and conditions of this
Agreement, a perpetual. nonexclusive. nontransferable license to use the Software.
b Authorized Equipment and Site. Customer shall use the Software only on the computer
equipment ("AuthOrized Equipment") at the location ("SITE") listed below:
Authorized Equipment (Manufacturer. Model and CPU): Panasonic CF-18 Tablet with
digitizer screen.
Site. Corpus Christi City Hall, 1201 Leopard, Corpus Christi,Texas 78401
Customer may maintain the Software on back-up computer equipment at a location
different from the SITE for use if the Authorized Equipment becomes inoperative for any
reason The back-up location shall be determined by Customer and identified to
Licensor
.~ Restrictions on Use. Customer agrees to use the Software only for Customer's own
business Customer shall not (i) permit any parent, subsidiaries, affiliated entities or third parties to use
the Software, (ii\ process or permit to be processed the data of any other party, (iii) use the Software in
the operation of a service bureau. or (IV) allow access to the Software through any terminals located
outside of Customer's Site
d Copies ASide from the copies installed at the SITE, Customer, solely to enable it to use the
Software may make one archival copy of the Software's computer program, provided that the copy
shall include Licensor's copyright and any other proprietary notices. The Software delivered by
Licensor to Customer and the archival copy shall be stored at Customer's Site. Customer shall have no
other right to copy. in whole or in part the Software. Any copy of the Software made by Customer is
the exclusive property of Licensor
e Modifications, Reverse Engineering. Customer agrees that only Licensor shall have the
right to alter, maintain enhance or otherwise modify the Software Customer shall not disassemble,
decompile or reverse engmeer the Software's computer program.
f. Material Terms and Conditions. Customer specifically agrees that each of the terms and
conditions of this Section 2 are material and that failure of Customer to comply with these terms and
conditions shall constitute sufficient cause for Licensor to terminate this Agreement. The presence of
this Subsection 2.f shall not be relevant In determining the materiality of any other provision or breach
of this Agreement by either party
s: Ownership
a Title. Customer and Licensor agree that Licensor owns all proprietary rights, including
patent. copyright. trade secret, trademark and other proprietary rights, in and to the Software and any
corrections, bug fixes, enhancements updates or other modifications, including custom modifications,
to the Software. whether made by Licensor or any third party.
b Transfers. Under no CIrcumstances shall Customer sell, license, publish, display, distribute,
or otherwise transfer to a third party the Software or any copy thereof, in whole or in part, without
Licensor's prior written consent
..~ Confidential Information
Customer agrees that the Licensor has stated that Software contains proprietary
information, including trade secrets, know-how, look-and-feel and confidential
information, that is the exclusive property of Licensor. During the period this
Agreement is in effect and at all times after its termination, Customer and its employees
and agents shall maintain the confidentiality of this information and not sell, license,
publish, display, distribute, disclose or otherwise make available this information to any
third party nor use such information except as authorized by this Agreement, or except
as required under the Texas Public Information Act, Chapter 552, Texas Government
Code. Customer shall not disclose any such proprietary information concerning the
Software, including any flow charts, logic diagrams, user manuals and screens, to
persons not an employee of Customer without the prior written consent of Licensor,
unless such disclosure is required under the Texas Public Information Act, Chapter 552,
Texas Government Code. If the Customer receives a request for Licensor's Software,
Customer shall promptly notify Licensor of the request, to allow Licensor to present
Licensor's arguments regarding the proprietary information to the Texas Office of the
Attorney General. The Software will only be disclosed if required under the Texas
Public Information Act.
-( Professional Services and Equipment.
Licensor agrees to perform Professional Services described in Exhibits A and B. The City agrees to
provide, per the project schedule to be determined after contract signing by the City and OPEN, to
furnish all hardware and necessary supporting software for the hardware, including but not limited to
the following;
. Server Operating System (Windows 2003 Server)
. Database Environment (Microsoft SQL 2000 Server or higher)
. Mobile Client (Windows XP Tablet PC Edition)
. Crystal Runtime License (Required for BioView)
OPEN IS not responsible for delivery of additional software not outlined in Exibit A as part of the
proposal furnished to the City
a: Warranty
Scope of Warranty. Licensor warrants to Customer that for a period of ninety (90) days
commencing upon Final Acceptance, the Software will substantially comply with the functionality
described in the user manuals identified In Exhibit A. During this warranty period, Licensor shall also
provide Customer the support and maintenance services set forth in the Maintenance Agreement
appended hereto as Exhibit B. After expiration of the warranty period, Licensor shall, upon execution
of a Maintenance Agreement, provide support and maintenance for the Software pursuant to the terms
of such Maintenance Agreement.
a: Payment Terms,
OPEN shall submit invoices to the City Director of Municipal Information Systems in
sufficient detail to document the successful completion of work performed. OPEN shall provide
itemized billing for services, components and travel associated to the execution of this
agreement. City agrees to pay those undisputed portions of invoices within thirty (30) days of
receipt In the event the City disputes a portion of an invoice, the City agrees to pay the
undisputed portion of the Invoice within thirty (30) days of receipt and to provide OPEN a
detailed statement of the City's position on the disputed portion of the invoice within thirty (30)
days of receipt.
to: No Consequential Damages
Licensor shall not be liable to Customer for indirect, special, incidental, exemplary or
consequential damages (including without limitation, lost profits) related to this Agreement or resulting
from Customer's use or inability to use the Software, arising from any cause of action whatsoever,
Including contract, warranty, strict liability or negligence, even if Licensor has been notified of the
possibility of such damages.
t1. Limitation on Recovery
Under no circumstances shall the liability of Licensor to Customer exceed the amounts paid by
Customer to Licensor under this Agreement.
1t. Indemnification
Licensor shall indemnify and hold harmless Customer from and against any claims, including
reasonable legal fees and expenses, based upon infringement of any United States copyright or patent
by the Software Customer agrees to notify Licensor of any such claim promptly in writing and to allow
Licensor to control the proceedings Customer agrees to cooperate fully with Licensor during such
proceedings. Licensor shall defend and settle at its sole expense all proceedings arising out of the
foregOing In the event of such infringement, Licensor may replace, in whole or in part, the Software
with a substantially compatible and functionally equivalent computer program or modify the Software to
avoid the Infringement
LICENSOR, ITS OFFICERS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, AND
LICENSEES (HEREINAFTER CALLED "OWNER") HEREBY FULLY INDEMNIFY, SAVE
AND HOLD HARMLESS THE CITY OF CORPUS CHRISTI, ITS OFFICERS, EMPLOYEES,
AGENTS, LICENSEES, AND INVITEES ("INDEMNITEES") AGAINST ANY AND ALL
LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS AND ACTIONS OF ANY NATURE
WHATSOEVER ON ACCOUNT OF PERSONAL INJURY (INCLUDING, WITHOUT
LIMITATION ON THE FOREGOING, WORKERS' COMPENSATION AND DEATH CLAIMS),
OR PROPERTY LOSS OR DAMAGE OF ANY KIND WHATSOEVER, WHICH ARISES, OR
IS CLAIMED TO ARISE, OUT OF, OR IS, OR IS CLAIMED TO BE, IN ANY MANNER
CONNECTED WITH, OPERATION, USE, MAINTENANCE, REPAIR, RESTORATION, OR
REMOVAL OF THE SOFTWARE PROVIDED UNDER THIS AGREEMENT. OWNER MUST,
AT ITS OWN EXPENSE, INVESTIGATE ALL THOSE CLAIMS AND DEMANDS, ATTEND
TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED
THEREON WITH COUNSEL SATISFACTORY TO INDEMNITEES AND PAY ALL
CHARGES OF ATTORNEYS AND ALL OTHER COST AND EXPENSES OF ANY KIND
ARISING FROM ANY OF SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, OR
ACTIONS.
1-3. Term and Termination
a Effective Date. This Agreement and the license granted hereunder shall take effect upon
the date that the applicable software !s installed at the Customer's Site.
b Termination. Each party shall have the right to terminate this Agreement and the license
granted herein upon the occurrence the following events (an "Event of Default"):
(!) In the event the other party violates any provision of this Agreement; or
(i!) In the event the other party (A) terminates or suspends its business, (B) becomes
subject to any bankruptcy or insolvency proceeding under Federal or state statute, (C) becomes
Insolvent or subject to direct control by a trustee. receiver or similar authority, or (D) has wound up or
liquidated voluntarily or otherwise
G Notice and Opportunity to Cure. Upon the occurrence of an Event of Default, a party shall
deliver to the defaulting party a Notice of Intent to Terminate that identifies in detail the Event of
Default If the Event of Default remains uncured for thirty (30) days, the party may terminate this
Agreement and the iicense granted herein by delivering to the defaulting party a Notice of Termination
that identifies the effective date of the termination, which date shall not be less than thirty (30) days
after the date of delivery of the Notice of Intent to Terminate
d Procedure Within ten (10) days after termination of the license, Customer shall return to
Licensor. at Customer's expense, the Software and all copies thereof, delete or destroy all other copies
of the Software, and deliver to Licensor a certification, in writing signed by an officer of Customer, that
the Software has been returned. all copies deleted or destroyed, and its use discontinued.
14. Assignment
Neither party shall assign or otherwise transfer the Software or this Agreement to anyone,
Including any parent, subsidiaries, affiliated entities or third parties, or as part of the sale of any portion
of its business, or pursuant to any merger. consolidation or reorganization, without prior written consent
of the other party.
1'5. Force Majeure
Neither party shall be in default or otherwise liable for any delay in or failure of its performance
under this Agreement If such delay or failure arises by any reason beyond its reasonable control,
including any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires,
epidemics. riots. failures or delay in transportation or communications, or any act or failure to act by the
other party or such other party's employees, agents or contractors. provided, however, that lack of
funds shall not be deemed to be a reason beyond a party's reasonable control. The parties will
promptly inform and consult with each other as to any of the above causes which in their judgment may
or could be the cause of a delay in the performance of this Agreement.
:16. Insurance.
licensor agrees to comply with the insurance requirements on the attached exhibit throughout
the term of the software license agreement and maintenance agreement.
11. Notices
All notices under this Agreement are to be delivered by (i) depositing the notice in the mail,
using a registered mail (such as FedEx, UPS, etc), return receipt requested. addressed to the address
below or to any other address as the party may designate by providing notice, (ii) telecopying the notice
by using the telephone number set forth below or any other telephone number as the party may
designate by providing notice, (iii) overnight delivery service addressed to the address below or to any
other address as the party may designate by providing notice, or (iv) hand delivery to the individual
designated below or to any other individual as the party may designate by providing notice. The notice
shall be deemed delivered (i) if by registered mail, four (4) days after the notice's deposit in the mail, (ii)
If by telecopy. on the date the notice is delivered, (iii) if by overnight delivery service, on the day of
deliverv. and (Iv; If by hand deliverv on the date of hand delivery
LICENSOR
OPEN, Incorporated
Attention: Carlos A. Nevarez
366 Jackson Street, First Floor
Saint Paul, Minnesota 55101
Fax No. 703-724-1008
CUSTOMER:
City of Corpus Christi
Attn: Director of Municipal Information Systesm
1201 Leopard
Corpus Christi, Texas 78401
Fax Number: (361) 826-3741
18. General Provisions
a Complete Agreement The parties agree that this Agreement is the complete and
exclusive statement of the agreement between the parties, which supersedes and merges all prior
proposals, understandings and all other agreements, oral or written, between the parties relating to this
Agreement.
b. Amendment. This Agreement may not be modified, altered or amended except by written
instrument duly executed by both parties
c Waiver The waiver or failure of either party to exercise in any respect any right provided for
in this Agreement shall not be deemed a waiver of any further right under this Agreement.
d Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any
applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the
Agreement shall be valid and enforceable to the maximum extent possible.
e Governing Law. This Agreement and performance hereunder shall be governed by the
laws of the State of Texas.
f Read and Understood. Each party acknowledges that it has read and understands this
Agreement and agrees to be bound by its terms.
AGREED:
UCENSOR:
Signatu
Carlos
Name
Proiect Manaqer
Title
366 Jackson Street
St. Paul, MN 55101
Address
03/31/2006
Date
CUSTOMER:
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OPEN incorporated
366 JaCKson Stree'
Firs: Cloor
51. F'au, MN 551 !'
651.224,0100
Fax 651.2240377
John Murray
EMS Director
City of Corpus Christl - Fire Department
February 22, 2006
Dear Director Murray
Thank you for expressing your questions and concerns today during our phone conversation. I
appreciate the time you spent providing me with a better understanding of your department's
Initiatives. I also had an opportunity to speak with Carlos Nevarez in greater detail and gain a
more comprehensive understanding of how OPEN's last pricing document was generated.
Based on both of these conversations, we reviewed each itemized detail and believe we have
compiled a final pricing model that is more beneficial to the City and one which better supports
your "Digital City' Initiative. In the pricing document Included you will find the following
modifications
. Pricing to SafetyPAD mobile client has been changed to reflect the 'equipment inclusive'
pnce provided in November 2005
. Pncing for the Wireless WAN Data Manager has been changed to reflect the 'equipment
Inclusive pnce 1'1 November 2005.
.iDelivery Server and 'iDelivery' Mobile components have been provided at no charoe as
part of the pricing document to more effectively support your department's 'Digital City'
initiative These modules allow mobile units In the field to wirelessly transmit a summary
of the patient care report to the SafetyPAD server and expose it to the receiving facility
over the web, pnor to arrival of the field provider at the hospital. This software
component's licensing fees are normally over $15,000 for your city's licensing volume.
. Integration and professional services have been reduced by 130 hours after review and
clarifications below;
Elimination of 40 hours allocated for "specification and documentation meetings"
based on the assumption that SafetyPAD will provided as a commercial off the
shelf product without customization or custom interfaces as part of this scoped
oroJect
framing of end-users Will be undertaken by a Train-the-Trainer program led by
agency staff. Train the Trainer staff will participate in the Mentor Training
program, with a maximum of 10 staff members for each session. This combined
session will eliminate the specific Train-the-Trainer session, or 16 hours.
Stage I !/Phase 2 Project Management has been reduced from 90 to 40 hours.
Agency personnel Will be responsible for setup of clinical customization of our
Active Guidelines' lookup tables
Go Live Support has been reduced from 40 to 24 hours based on remote
connectivity assumptions
COi'-,"lgh' 2006 OP;-~N !n:~'rVlI',tedafetyPA'}1l:' 1<'; regls.f-'fP(! lr:,demark of OPEN Incorporated
( )'FlIHVII\1
OPEN incorporated
366;aCKson Strep.l
I=irsl 1=100[
51. P,iU! MN 551
651,224,0100
Fax 651,2240377
installation, configuration and deployment of optional iDelivery module labor
estimates will be provided if customization outside of the "off the shelf'
application is required
As part of the integration fees, OPEN will provide up to 12 hours at no charge for
remote Installation of SafetyPADbase on a second server, supporting your
thought~ that a second server may be necessary,
The above stated changes were made With the following assumptions,
. SafetyPAD applications will undergo no customlzations and the product delivered will be
OPEN's latest version of SafetyPAD software, similar to the version demonstrated in
October 2005 and during the time a tablet was provided in January 2005.
. Any requested customlzatlon to the SafetyPAD applications will be performed on a time
and materials basis after our organizations mutually agree to the customization scope in
writing
. OPEN staff will be provided with remote access to support applications on the server(s)
via a high speed (DSL or greater) connectivity 24X7, If VPN software is required by the
City to establish a connection, the agency is responsible for providing OPEN incorporated
two (2) copies of the necessary software at no cost to OPEN at the start of the project.
. Setup and configuration of the IDellvery system is based on the assumption of utilization
of this module's existing functionality, including OPEN's standard iDelivery XML file for
PCR data summary transfer
OPEN IS very excited about the opportunity of working with your department. I hope that the
revisions and clarifications noted above better reflect our sincere deSire to work with your
department and city We believe that our joint efforts will lead to a highly successful and
innovative EMS informatics solution that our organizations can be proud of which becomes the
core to your long terms qoals and Digital City initiative
Very Truly Yours
t 2.
Michael Vukovich
President
OPEN incorporated
cc Carlos Nevarez
Coprlgh' 2006 OP>='N int:\Jrpo' ''lted. ~dfelyPADff IS regl<.;ierPIJ If;Jdemark of OPEN illcixporated
(.'\FI BEVil ,\I
EXHIBIT C TO
SOFTWARE LICENSE AGREEMENT
Maintenance Aareement
SafetvPAD Maintenance - Levell
This Software Maintenance Agreement ("Agreement") is entered into between
OPEN incorporated ("OPEN"), a Minnesota corporation, and the City of Corpus Christi,
Texas ("AGENCY").
AGENCY is purchasina Maintenance Levell on a yearly basis at cost of $ 13.171.61.
Maintenance related problems are usually resolved by interfacing via phone (voice or remote
c9nnectiont Remote access software. via Microsoft Terminal Services or eauivalent. will be
provided and installed by OPEN onto the server. A maintenance agreement is reauired when
purchasing and for the ongoing utilization of the SafetvPAD system.
Maintenance Levell DOES include. . .
Maintenance noted for SafetyPAD includes SafetyPADmobile,
SafetyPADbase, and all optional software modules and interfaces to 3rd
oarty vendors (such as mapping, gps, billing, state, etc.)
2 Corrections of substantial defects in SafetyPAD so that SafetyPAD will
operate with reliable functionality and without loss of data.
3 Periodic updates of the SafetyPAD that may incorporate (A) corrections of
any substantial defects, (B) fixes of any bugs, and (C) at the sole
discretion of OPEN. enhancements to the SafetyPAD. Updates will be
provided either remotely or on-site based on the complexity of the
upgrade
4 Telephone support, between the hours of 8:00 a.m. and 6:00 p.m., CST,
Monday through Friday, excluding federal holidays, to assist AGENCY in
cJtilizing and managing the overall use of SafetyPAD (see Support below).
Standard response times will be no greater than 24 hours M-F.
Enhanced response times and 24-hour support options vary and are
based on mutually agreed terms. (See Enhanced response times and 24
hour support below). Email and internet-based maintenance and support
are included in all maintenance agreements Support is defined below in
Section 9
f Maintenance at OPEN's office of a test verSion, including a test database,
for the most recent version of AGENCY's software release.
Maintenance Levell DOES NOT include. . .
Custom Programming Services. These services may be necessary to
accommodate features or functionality unique to an agency's unique
needs and/or requirements. However, any software
changes/enhancements to SafetyPAD that can be utilized by most EMS
agencies may be included as part of maintenance at no additional charge.
2 On-site support (see On-Site Support below).
3 rraming. (see Traming below)
4 Hardware and related supplies. Warranty for hardware varies on
manufacturer's terms and conditions. OPEN must be contacted by
A.GENCY in the event any hardware defects occur. If equipment is
procured through OPEN, defective equipment should be sent to OPEN,
unless otherwise specified by OPEN. Once repaired, the hardware
manufacturer or OPEN will send properly configured equipment back to
A.GENCY The hardware manufacturer and AGENCY will pay postage
expenses.
5 fhird Party Software. OPEN does not warranty or support third party
applications Support for units executing OPEN software where defects to
the use and application of the programs is caused by third party software
lot provided in the master image by OPEN will incur charges to the
A.GENCY on a time and material basis and will be charged per
)ccurrence at a the labor rate outlines for Support in Exhibit A, Page 5,
Hourly Costs - Professional Services or Contractual Agreement entered
ntc by OPEN and the AGENCY.
1. On-Site Support
OPEN, upon mutually agreed terms, will provide AGENCY On-Site Support. AGENCY agrees
to pay OPEN all costs associated with the provision of on-site support, including charges for (i)
OPEN's personnel (ii) reasonable charges for travel, lodging and miscellaneous expenses, and (iii)
taxes. Hourly rates for On-Site Support by OPEN's personnel will be those of Support as outlined in
Exhibit A. Page 5, Hourly costs - Professional Services. OPEN staff will charge travel time at 75% of
the outlined Support rate in Exhibit A. page 5, Hourly Costs - Professional Services. OPEN will make
every effort to travel at the lowest non-stop airfare available between Minneapolis, MN or Washington
DC or St Louis. MO and the City of Corpus Christi. Texas at time of booking. In addition, the
maximum per diem per day will not exceed $300/day. OPEN will not begin provision of On-site
support until all costs are agreed to in writing by the AGENCY. The AGENCY is responsible for delays
in proVISion of suppon as a result of delays in approval of pricing for travel by OPEN staff.
a. Enhanced Response Times and 24-hour Technical Support
OPEN. offers the following enhanced support options;
a 8-hou' response times during normal business hours (8:00am - 6:00pm
CST) Total fee per year is listed on Exhibit A, Paae 1, Post Warranty
Support Packaaes.
o. 24 hour technical support with 8-hour response times. Total fee per year is
listed on Exhibit A. Paae 1, Post Warranty Support Packaaes.
2. Training
Upon Installation of SafetyPAD at AGENCY, future training may be necessary for new
personnel. etc OPEN. upon mutually agreed terms, will provide training at a mutually agreed
time at the offices of OPEN, unless agreed by both parties to conduct the training elsewhere.
AGENCY agrees to pay OPEN all reasonable costs associated with this training, including (i)
charges for OPEN's personnel, (ii) reasonable charges for travel, lodging and miscellaneous
expenses. and (iii) taxes. Charges for Training will be the same as those noted above for On-
Site Support. All charges to AGENCY for training will be agreed to in writing prior to OPEN's
provision of training services. Training plan is provided as part of Exhibit A and referenced in
Exhibit B
3. Training
Support is defined as technical assistance by telephone, email, or on-site for AGENCY's
Internal support personnei who have specific questions pertaining to the operation of
SafetyPAD Description of priority and expected responses times are described below:
Support is available during normal business hours (8:00am - 6:00pm CST). Response
times and 24-hour support options vary and are based on mutually agreed terms.
. Priority 1 - Problem crashes system or makes it otherwise unusable. Response will be
via telephone support and remote connectivity. Initial support phone call to be answered
within 60 minutes of notification by Agency.
. Priority 2 - Problem prevents functionality and there is no workaround. Response will be
via telephone support and remote connectivity. Initial support phone call to be
asnswered within 120 minutes of notification by Agency.
. Priority 3 - Problem prevents functionality but there is a workaround Response will be via
telephone support and remote connectivity. Initial support phone call to be answered
withm same business day hours of day of notification by Agency.
. Prionty 4 - Problem does not prevent functionality and is therefore minor (cosmetic,
documentation, etc ) in nature. Initial support phone call to be answered within 48 hours
of day of notification by Agency.
Response time is the time by which the Agency representative first makes contact with an
employee or designee of OPEN. Response time does represent issue resolution and/or deliverable of
changes to resolve experienced problems OPEN will utilize the same afore stated priority classification
when scheduling problem-esolution releases and will make all possible efforts to resolve the identified
problems In a timely manner.
4. Special for AGENCY
Telephone and e-mail support are Included with a yearly maintenance contract. The AGENCY is
required to establish an internal first tier support for dealing with end user issues. Only designated
representatives from the AGENCY are authorized to contact OPEN. Designated representatives shall
be granted the authority to allow OPEN to bill on time and materials for issues addressed which are not
covered by this Maintenance Agreement as outlined in the "Maintenance Levell Does NOT include..."
section of this document." On-site support is available for an additional fee.
EXHIBIT D
INSURANCE REQUIREMENTS
I. CONTRACTOR'S LIABILITY INSURANCE
a. Contractor must not commence work under this agreement until Contractor has
obtained all insurance required herein and such insurance has been approved by
the City. Contractor must not allow any subcontractor to commence work until all
similar insurance required of the subcontractor has been so obtained.
b. Contractor must furnish to the City's Risk Manager 2 copies of Certificates of Insurance,
showing the following minimum coverage by insurance company(s) acceptable to the
City's Risk Manager. The City must be named as an additional insured for all liability
policies. and a blanket waiver of subrogation is required on all applicable policies.
r-:;:~;E OF~NS~RAN~~- ----- ..
tP---------.----
I 3D-Day written notice of cancellation, non- Bodily Injury and Property Damage
i renewal. matenal change or termination required Per Occurrence / Aggregate
j on ail certificates
1---.. - .---. --... -' ------ --. - .---.---.-.- ---------
Ic
I;
13
14
15
~
i
MINIMUM INSURANCE COVERAGE
ommercial General Liability including:
Commercial Broad Form
Premises - Operations
Products/Completed Operations Hazard
Contractual Liability
Independent Contractors
Personal InJury
utomobile Liability owned, non-owned or rented
$1,000,000 Combined Single Limit
$1,000,000 Combined Single Limit
~. - -..-..- -- _.. ----.---.- -...--.---
Professional Liability including
Coverage provided must cover officers, directors,
employees and agents;
1 Errors and Omissions
$2,000,000 Combined Single Limit
I
~w" -------- --...-' .- .--.- --. -."..
I ' orkers' Compensation
I
!
~.mPIOyerS _~~bili.!r...
..__..----_._-~----.
Which complies with the Texas Workers'
Compensation Act and Paragraph II of this
exhibit
$500,000/ $500,000/ $500,000
with copies of all reports of such accidents within ten (10) days of the accident.
OPEN Inc ins. req.
322-06 eo Risk Mgm'
II ADDITIONAL REQUIREMENTS
a. Contractor must obtain workers' compensation coverage through a licensed
Insurance company in accordance with Texas law. The contract for coverage
must be written on a policy and endorsements approved by the Texas
Department of Insurance The coverage provided must be in amounts sufficient
to assure that all workers' compensation obligations incurred will be promptly
met
b. Certificate of Insurance
. The City of Corpus Christl must be named as an additional insured on the
liability coverage, except for the Workers' Compensation coverage and a
blanket waiver of subrogation on all applicable policies
. If your insurance company uses the standard ACORD form, the cancellation
clause (bottom right) must be amended by adding the wording "changed or
between "be" and "canceled", and deleting the words, "endeavor to", and
deleting the wording after "left". In lieu of modifications of the ACORD form,
separate policy endorsements addressing the same substantive requirements
are mandatory
. The name of the project must be listed under "Description of Operations".
. At a minimum, a 30-day written notice of material change, non-renewal,
termination or cancellation is required.
. If the Certificate of Insurance on its face does not show the existence of the
coverage required by items 1.B (1 )-(6), an authorized representative of the
Insurance company must Include a letter specifically stating whether items 1.B.
(1 )-(6) are Included or excluded.
OPEN. inc Ins. reo
3-21-06 ep Risk Mgmt