HomeMy WebLinkAboutC2021-336 - 12/14/2021 - Approved 000uSignEnvelope ID: F4oF2449�AEF-4o43oc4c'o4E5497oFo50
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KDRVVE8SERVICES AGREEMENT
The KmrVVab Services Agreement ("Agreement") is effective as of the date of acceptance of this Agreement,
("Effective Date")and is made by and between you ("Subscriber","you"and"your"),and KorTerra, Inc. ("KorTerra"
''we°' "us" or "our"). In addition to any other method of acceptance ufthis Agreement, by accessing and utilizing
KorWeb or the Services,you, are deemed to have accepted the terms and conditions contained in the Agreement.
Definitions.
"KohNeb°ixourvveb-basedticketnoanagemeotsmftmaretha1aUowsyowturmce|veandmana8eTicketsfronoaOme
Call Center ormanually created byyou.
"KorVVeb App" means the downloadable KmhNab application offered by us to you to assist with general
productivity, information retrieval and content delivery.
"One Call Center" means a designated notification center that individuals and entities contact prior to commencing
an excavation in or on the ground which is intended to provide registered parties having underground infrastructure
of pipes, mains and lines for producing, storing,conveying,transmitting or distributing communications, electricity,
power, light, heat, gas, oil, petroleum products, water, steam, sewage, and other commodities and services with
advanced notification of such excavation.
"Platform"shall mean the application, network servers, hardware,and data operations utilized by us in hosting the
Services together with all of our proprietary technology (including software, hardware, products, processes,
algorithms, user interfaces, know-how, techniques' designs, documentation, and other tangible or intangible
technical material or information) made available tmyou by us in providing the Services.
"Services" shall mean the certain ancillary online or offline products and services provided by us for your access and
use of KohNch which is operated, maintained and hosted by us and made accessible via the internet, by a
designated website or|Paddress.
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"Services Fee" means the charges by us to you for your access to KorVVeb. This may also include any ancillary fees
associated with the provision of the Services.
°Ticket" shall mean (i) any transmission toKo/VVebfrom aOne Call Center im relation toyou oryour customer; or
(ii)amanually created ticket generated byyou imKorWeb.
"Ticket Volume" shall mean the aggregate number of generated Tickets for u specific time frame. Ticket Volume
may be used as a basis ufany fees charged to you.
Use ofServices. We grant you and your employees non,-assignable, non-transferable access and use of the Services
according tothe terms and conditions ofthe Agreement. You are responsible for and must provide all required
computer hardware,software and other services necessary to access KorWeb together with all implementation and
set-up process to access KorWeb,We reserve all rights not expressly granted by us,whether by implication,estoppel
or otherwise in KorWeb, the Services, The Platform and all software related thereto. At all times KmhNmb,t6e
Services and Platform, including without limitation,the text, images,graphics, method ofdisplay and presentation,
visual interfaces, user interfaces, photographs,copyrights, patents,trademarks,trade secrets, |u0ns,youmds, music,
artwork, computer code, and associated material and functionality contained therein (collectively "Intellectual
Property"),shall remain the property ofKorTerra.
Scope of Saru[cem. During the term of the Agreement, we shall provide the Sen/ices as may be more thoroughly
described in a Billing Addendum document which may be attached, or a Billing Authorization document, together
with standard maintenance and support ofthe Services. We may make commercially reasonable updates to the
Services from, time to time including corrections of substantial defects in the Services, periodic maintenance
releases, and technical support regarding the use of the Services or response to errors in the Services. Technical
support not involving the Services, custom programming, on-site installation and/or maintenance, training, and,
hardware issues are not included in the Services and if requested,will be billed at our then current rate.
Access and Subscriber Data. The Sem/ices may require you to obtain a user identification and password for access
and use, and certain specific services may require additional codec You shall use reasonable endeavors, including
reasonable security measures relating to access,to ensure that no unauthorized person, including any employee or
contractor for any parent, subsidiaries, affiliated entities or third parties, gains access tuthe Services, KorVVebor
the Platform without our prior written consent.You are solely responsible for maintaining the confidentiality of the
user identification, passwords and codes ("User information") assigned tmyou for any activity that occurs under
your account as a result of your failing to keep User Information secure and confidential.You shall promptly inform
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ms in writing ofany need to deactivate orreplace any User information due to security concerns. We are not liable
for any harm related to theft of your User Information, your disclosure of your User Information, or your
authorization to allow another person orentity to access and use the Services using your User Information. You
agree to notify us immediately as soon as you become aware of any unauthorized use of your User Information.
You may not use anyone else's User Information at any time without the express permission and consent of the
holder ofthat User information and us. `
You agree to identify your support staff who,to the maximum extent practicable,will be the primary source
of communications from you to us.All information provided by you, including,any technology, intellectual property,
data, information,or material provided or submitted by you in the course of your use of the Services, including, any
first or last name, home or other physical address, email address, instant messaging identifier, telephone number,
other information that allows physical or online contacting of an individual, gender, age, mcid,ethn|c or other
identity, photograph or image, passwords, employment information, employment history, employee identification
number, biometric identification data,mrother individually identifiable information that may beaccessible to us as
a result of your use of the Services shall be referred to as "Subscriber Data". All right, title, and interest inand to
the Subscriber Data and results from processing Subscriber Data are and shall remain your property and no right,
title,or interest in and to the Subscriber Data or the results from processing the Subscriber Data shall vest in us.We
are responsible for maintaining the confidentiality of any Subscribe/ Data accessed or stored by us as a result of
your use of the Services, and we may access, process, transmit and/or storepersona| data only to the extent
necessary for enah|ing us to perform our obligations to you under the Agreemen1.VVe shall notify you of any
unauthorized use ofSubscriber Data, breach ofsecurity,nrloss mrtheft ofSubscriberDatapromptly upon discovery
of such unauthorized use, breach, loss,ortheft andshalltake allcommercially reasonable action for the protection
of personal data, and to mitigate such breach, loss,theft or unauthorized use.
Code of Conduct. The access and use provided to you in the Agreement to the Services dues not give you the right
to: (i) use the Services for any unlawful purpose or in any manner not permitted by the Services Agreement;(ii) use
the Services in any manner which could damage,disable,overburden or impair the Services, KorWeb or the Platform
or interfere with any other party's use and enjoyment of the Services; (i§) modify or change the Services, KorWeb
or the Platform; (iv) reverse engineer,decompile,decrypt, hack,emulate,exploit, disassemble or make any attempt
to discover the source codes relevant tmthe Services, KorVVeb or the Platform; (v) circumvent or bypass any
technological protection measureoimorre|atinQtothe5emices, K*hNmhnrtheP|allonm; mr(vi) pubUsh,copy, ent
lease, sell, export, import, distribute, or lend or make the Services available to any third party not previously
approved by ms; (vii)to access, monitor or copy any content or information of the Services, KmrVVeb or the Platform
using any"robot","spider","deep link", "scraper" or other automated means, methodology, algorithm or device or
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any manual process for any purpose; or(v)to obtain or attempt to obtain any materials,documents or information
through any means not purposely made available through the Services, unless we expressly authorize you to do so.
You, your employees or agents shall perform no penetration or vulnerability testing ("Penetration Tests~)
of the Services,KorWeb orthe Platform. Penetration Tests include any effortto identify design,and/or functionality,
issues in the infrastructure of our systems,or of the networks connected to our systems which probefor weaknesses
in the network perimeters or other infrastructure elements as well as weaknesses in process or technical
countermeasures relating to our systems that could be exploited by a malicious party.
You and your employees shall:: cause no harm to KmrVVeb, the Services or to any hardware, servers,
operating software, or network components used in connection with furnishing the Services, and you shall
introduce nomalicious codes. Malicious code includes,without limitation, any virus, malware or undocumented or
hidden functionality or performance capability contained within electronic files, Subscriber Data or software.
You and your employees shall utilize nmsoftware designed or modified to be run, without authorization
from us,on our computers or network-capable devices,that performs either: (i)the unauthorized extraction of data
o, information from a computer or network-capable device, or modification of system user data; (ii) the
modification of the Services or user data to facilitate the avoidance of fees incurred on a computer or network-
capable device by parties other than parties authorized by us.
You agree tusecure and protect the Services iinamanner consistent with the maintenance ofour rights and
cause no harm to msmrthird party equipment, software, or processes used in connection with furniishingthe
Services and any entities from whom weobtain network orweb services. |naddition toconstituting adefault under
the Services Agreement, any breach ofthe terms and conditions mfthe Services Agreement may also result in dvl|
and/or criminal penalties pursuant to applicable local,state and federal law.
0pondetect|onofanyerrurimtheServiceobyyou'vvemayrequestyoutwprovideusa |istim8cf all output
and any other data, including databases, and backup systems, some of which may be proprietary or contain
confidential information, in order for us to reproduce operating conditions similar to those present when the error
occur/ed. We agree not to disclose any such proprietary or confidential information to any person other than our
employees, agents and subcontractors who need to know of such information. In no event, shall we dhmc|ooc any
such information tmany third party without your prior written consent.
KorTena Intellectual Property. You acknowledge that KorVVeb and the Services constitute commercially valuable,
proprietary products, the design and development of which reflect the effort of skilled development experts and
the investment of considerable time and money. You further acknowledge that we shall retain all right, title and
interest in the Intellectual Property(including application development, business and technical methodologies, and
implementation and business processes, used by us to develop or provide KorWeb or the Services), and any and all
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updates,emhanoemonts,cwstomizat|ons, revisimns,roodifications,futunerdeosesondunyoTherchnnOesre|mhngto
the foregoing. Except for limited access and use rights granted pursuant tothe Agreement, you do not acquire any
interest in KmrVVeb or the Services. You agree that any suggestions, enhancements requests, feedback,
recommendations or other information provided by you, or any of your employees relating to KmrVVeb or the
Services may beused byuswithout restriction orobligation toyou.
Service AvaUabilby. Subject to the payment of all fees, the Services shall be accessible to you except for (i)
scheduled maintenance and required repairs; and (ii) any interruption due to causes beyond our control orvvhiich
are not reasonably foreseeable by us, including, but not limited to, interruption or failure of telecommunication or
digital transmission links and internetslow-downs orfailures and Force Majeure.
Backup Procedures and Short Notice Tickets. We strive to keep the Services up and running, however, all online
services suffer occasionally from disruptions and outages, and we are mut liable for any disruption or loss you may
suffer as o result. Because of the very real pnxsibh|ity of online service disruption, as a condition of obtaining the
Services, you agree to establish and maintain manual business operating procedures to be used if the Services
becomes unavailable ("BockupPrmcedurex~). These Backup Procedures must permit you tooperate your business
without access to the Services for as long as necessary until such Services are restored. Because of the nature of the
Services being provided tmyou,there may be events which require you to receive short notice ticket from a One
Call Center that requires immediate attention, i.e. an emergency ticket ("Short Notice,). As a condition ofthis
Agreement, in addition to receiving Tickets from us through KorWeb, you are required to arrange with every One
Call Center from which you receive Tickets, e method for receiving Short Notice items directly from the One Call
Center to your office. This Short Notice notification method could be a telephone call, email, text, fax or other
transmission directly from the One Call Center to a designated location, or individual, at your office.
Term, and Termination.The term of the Agreement shmU be for an imbiu| period of thirty*i,x(36) months from the
date of the acceptance of the Agreement. After the initial term, this Agreement shall automatically renew for
additional thirty-six (36) month periods, unless either party notifies the other of their intent to terminate this
Agreement with advance written notice at least sixty (60) days prior to the commencement ofthe immediately
subsequent renewal period. For any subsequent renewal period, we reserve the right to increase the Services Fee
by at least a percentage increase equivalent tmthe Consumer Price Index for All Urban Consumers for All items as
published by U.S. Department of Labor, Bureau of Labor Statistics ("CIDI").
Early Termination. We may terminate the Agreement and any obligations and grants: (1)immediately for any Code
of Conduct or access violation nrfailure to pay for the Services; or (2) upon thirty (30) days written notice in the
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event you: (i) terminate orsuspend your business; (ii) become subject to any bankruptcy or insolvency proceeding
under federal or state statutes; (iii) become insolvent or becomes subject to direct control by a trustee, receiver or
similar authority; or(iv) have wound up or liquidated our business voluntarily orotherwise.
You shall have the right to terminate this Agreement and the obligations and grants hereunder with Cause: (1)
Upon ninety (90) days written notice to us in the event that we violate any major provision of this Agreement and
we are unable to remedy the violation, however, we are allowed thirty (30) days to remedy any major violation and �
if we remedy the major violation, you cannot terminate this Agreement; and (2) in the event we (i) terminate or
suspend our business without providing for the continued support and maintenance of the Service; (ii) become
subject to any bankruptcy or insolvency proceeding under federal orstate statutes; (iii) becomminoolvent or become
subject to direct control by a trustee, receiver or similar a:uthority;or(iv) have wound up or liquidated your business
voluntarily or otherwise,or(3)you 6m not receive annual budget approval and appropriation from your City Council.
In the event of termination by reason nfyour failure to comply with any part of this Agreement, o/ upon any
act which shall give rise to our right to terminate this Agreement,or if you terminate this Agreement without Cause
prior to the completion of the Term,then without limitation to any other remedy we may have, you shall pay to us
upon termination,all charges accrued as of the cancellation date,including any applicable taxes, usage charges,etc.
In addition, you shall immediately, and without further demand or notice, pay mn an "Early Termination Fee" The
"Early Termination Fee" shall be determined by multiplying, the number of months remaining in the Term of this
Agreement, or any renewals thereof, by the largerof the previous year's invoice or the minimum amounts listed in
the Billing Addendum document which may be attached, or a Billing Authorization document.
Termination Effect. Termination of the Agreement shall not relieve you of your obligations under the Agreement.
Notwithstanding anything to the contrary, in the event that the Agreement is terminated in accordance with the
terms and conditions of the Agreement,you agree that this paragraph and the following paragraphs Use of Services,
Code of Conduct, KorTerra Intellectual Property,Term and Termination, Early Termination, Biilling, Indemnification,
Warranties, Mapping Limitations, Liability Limitation, Employee Non-Solicitation, Jurisdiction, Assignment,
Successors,and Severability shall remain in full forceand effect and survive termination of this Agreement.
Billing.You are responsible for the payment ofany Services Fee. VVereserve the right tocharge areconnect fee for
any discontinued Services access that is subsequently reconnected. In addition to the Services Fees, you shall pay
all sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or
imposed by reason of the transactions contemplated by the Agreement excluding income taxes.All invoices are due
and payable net 30 days from the invoice date. Payments not received bythe due date will accrue interest in
accordance with the Texas Prompt Payment Act.
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Indemnification. We will indemnify, defend, and hold you harmless from and against any and all claims incurred
by you resulting(i)in any breach Of Our representations or warranties in the Agreement,and(ii)from anythird-party
daim'uult, action, or proceeding that KorVVeb or the Services, infringes or misappropriates such third party's
Intel lectua l property rights, provided that you promptly notify us in writing of the claim, reasonably cooperate with
us at our sole cost and expense, and allows us sole authority to control the defense and settlement ofsuch daimn.
Notwithstanding the foregoing, we may substitute or replace any alleged infringing third party's intellectual
property rights at any time without incurring any further habNity to you. You shall provide prompt written notice
to os of any such occurrence, claim or lawsuit and shall thereby tender the defense of any such occurrence, claim
or lawsuit to us. You shall cooperate with o4 our agents and assigns, regarding any investigations, settlements, or
defense of any occurrence,claim or lawsuit made pursuant to this defense. You may participate inand observe the
proceedings at your own cost and expense with counsel of your own choice. We shall, control and direct to
resolution such tendered occurrence, claim or lawsuit, and any settlement shall be at our sole discretion, except
that we shall not settle any action in a manner that adversely affects the rights or assets, or restrains or interferes
with your business or operations without your prior written consent (such consent not to he unreasonably
withheld). We shall not be liable for any attorney fees or costs incurred by you after you tender the defense to us.
Warranties. We warrant that the Services, and any updates or modifications thereto shall operate substantially in
accordance with the documentation provided by us and shall bmfree from substantial defects in material and
workmanship,
EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMiENT,TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW; KOKTERRA MAKES NO OTHER WARRANTIES OF ANY KIND WHETHER, EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR AS TO
THE QUALITY, UTILITY OR PERFORMANCE OF THE SERVICES, ALL (]FWHICH ARE HEREBY EXPRESSLY EXCLUDED.
K()RTERR4 FURTHER MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE
SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERRO&-FREE^ (iii) THE RESULTHATMAY BEOBTAINED
FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (iv) THE QUALITY OF ANY PRODUCTS,
SERVICES, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU THROUGH THE SERVICES WILL MEET YOUR
EXPECTATIONS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KORTERRA SHALL
CREATE ANY WARRANTY NOT EXPRESSLY STATED |NTHE AGREEMENT.
"As |s"Third Party Software. We have no control over third party software, information or data and all third-party
software, information or data is provided to you on an "as-is" basis, with nowarranties ofany kind except as set
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forth above.
Mapping Limitations. All maps are provided for REFERENCE AND INFORMATIONAL PURPOSES ONLY. All map
features contained therein are APPROXIMATIONS, and are not necessarily accurate tosurveying or engineering
standards. We make no representation,warranty or guarantee as to the content contained on any map(which may
have been derived from third party sources), regarding accuracy, timeliness, or completeness of any of the data '
provided therein,and assume no legal responsibility for the information contained on any map.Any use of any map
with respect to accuracy and precision shall beyour sole responsibility and you should not act, or abstain from
acting, based upon mapping information obtained!from the Services.
Liability Limitation. In no event shall we be liable for any damages whatsoever,including, but not limited to special.,
exemplary, punitive, ind,irect, incidental or consequential damages, expenses, charges or claims, including but not
limited to loss of profits, loss of business or business opportunity, loss of use, and etc, arising out of the use or
inability to use the Services, or for any claim by any entity not a party to the Agreement. We shall have no liability
with respect to any third-party software and we do not guarantee the accuracy of any of the information contained
therein' including, but not limited to, database information' geographic information systems information, Aeo'
xpatia| information and document images. We shall further have no liability for any damages incurred, whether
directly, indirectly, incidental, punitive or consequential, as a result of any errors,omissions or discrepancies in any
information provided through third party software, including, but not limited to mapping software.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability
for incidental prconsequential damages. Accordingly,some nfthe limitations set forth above may not app|ytoyou.
if you have a basis for recovering damages, our liability for actual proven damages,expenses,charges or claims for
any cause whatsoever, including but not limited to liability arising out of contract,tort, including, but not limited to
negligence and strict liability, or for breach of warranty or otherwise, shall be the lesser of(i) the actually proven
damages, expenses, charges or claims; or (ii) the amounts paid to us by you for the three (3) month period
immediately preceding such liability or breach.
Successors and Assignment. The Agreement shall be binding upon and inure to the benefit of the parties hereto
and their assigns, legal representatives, heirs or successors provided that you shall not assign any right or obligation
hereunder in whole or in part, without our prior written consent, and any attempt to do so shall be void. We may
assign our obligations under the Agreement, imwhole orin part, inour sole discretion.
Amendment, K8udi0mmdon or VVaiver. No amendment, modification or waiver of any condition, provision or term
of the Agreement shall be valid or of any effect unless made in writing, and accepted by a duly authorized
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representative, except we reserve the right, in our sole discretion to change or modify the terms ofthe Agreement
aswedeem appropriate. However, notwithstanding the foregoing, using the Services following the posting nfthe
changes means you accept and agree tnthese changes. |fyou dnnot agree tuthe new terms,you must stop using
the Services and close your account. If we have agreed to any written agreements with you after the execution of
the Agreement which contains terms and conditions that conflict with the Agreement,ibem the language contained
in the latter written agreements shall take precedence over the Agreement. Any waiver byany party ofany default
of the other party shall not affect or impair any right arising from any subsequent default. Nothing herein shall limit
the remedies and rights ofthe parties hereto.
Force K&adeure- Neither party shall be required to perform any term, condition or covenant mfthe Agreement as
such performance is delayed or prevented by labor difficulties, governmental orders, civil commotions, pandemic,
acts of God,or other conditions or circumstances beyond either parties' reasonable control. We shall not beliable
for interruptions caused by failure ofequipment vrservices not provided by us,failure ofmomrmunica1ionn, power
outages, or other interruptions not within our complete control, and we shall not be liable for performance
deficiencies caused or created by your equipment. We shall not be liable if changes in operation, procedures, or
services require modification or alteration ofyour equipment, render the same obsolete or otherwise affect its
performance. The foregoing shall not excuse either party from the payment of any monies due pursuant tothe
Agreement.
Severability. Each provision ofthe Agreement is intended to be severable, In the event that any provision hereof
is illegal or invalid for any reason whatsoever,such illegality or invalidity shall not affect the validity of the remainder
nfthe Agreement.
Counterparts, In addition to accepting the terms and conditions efthis Agreement by accessing and utilizing
KnrVVeb, this Agreement may be accepted by the execution ofone or more counterparts, each of which will be
deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement. This Agreement can he executed with an electronic signature, and
electronic signatures are the same as handwritten signatures for the purposes of validity, enforceability, and
admissibility.
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A6REEDTO:
Subscriber: KorTerra:
Company: city f corpus Christi Company: KorTerno, |nc.
"ocu w"ed by: noc"umm*by`
Signed: LSigned:
M54M56 M745
Name: losh chronley Name: | Stenda|
Title: Assistant Director Title: President
Address: 1201 Leopard st Address: KorTerm |nc.
corpus Christi 18946 Lake Drive East
Tx 78401 [hanhaosmn, &1N 55317
Date: Date:
l2/2l/202l
October 27,2021
Res. O32G32
O"W"ES TO LEGAL FORM- Authorized By
1211712021 Council 12-14-2021
Assistant City Attorney Date
DS
ATTEST:
DocuSigned by:
12212021
LE-a
Rebecca Huerta
City Secretary
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BILLING ADDENDUM
SERVICES AND FEES
KorWeb Advanced Service Fees:
Estimated Annual Ticket Volume: 31,700 Tickets
$0.94 Per Ticket Per Year
Total Annual Total Cost:
$29,798 Per Year
Annual Minimum:
$26,500 Per Year
KorWeb Advanced Services Includes the following:
• KorWeb Facility Mapping
• KorWeb Field App
• KorWeb Positive Response to the Excavator-Email
• KorWeb Attachments-250GB
• KorWeb Map Based Routing
• KorWeb Region District Security
• One Call Center ticket receiver interface
• Automated Ticket Routing
• Auto Identify No Locate Required Tickets
• Greater Reliability and Data Integrity
• Emergency Notifications
• Database searching
• Support for Unlimited Number of Locators and Users
• Customized Display Fields
• Browser Based Mobile
• Setup and Configuration
• Robust Tier-1 Data Center Services
• Technical Support, Upgrades and Maintenance
• Minimum 1-year's worth of data storage online
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Billing for the Services will begin onthe Effective Date ofthe Agreement.
The Services will be invoiced in advance of the year term. Ticket Volume is based on an estimate of usage from
the previous year. If the actual ticket count isless than the previous year ecredit is applied tnthe invoice not to
fall below the minimum. If the actual ticket count is greater than the previous year,then this overage total is
multiplied bythe per ticket rate and applied tothe invoice cost.
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