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HomeMy WebLinkAboutExhibit16EXHIBIT "G" Maintenance Agreement Page 33 of 35 OPEN Maintenance Agreement between OPEN, Inc. and The City of Miami This Maintenance Agreement is effective , 2008 herein referred to Maintenance Agreement by and between Licensee represented herein by The City of Miami, a municipal corporation of the State of Florida, with city offices located at 444 SW 2 Avenue, Miami, FL 33130 and OPEN Incorporated (hereinafter "OPEN"), with its principal place of business at 11283 Eagle View Blvd, Woodbury Minnesota 55129. Licensee and OPEN, Inc. may also be referred to individually as "Party" or collectively as "Parties". WHEREAS, The Licensee requires certain services to further its performance of its contract for maintenance of the OPEN, Inc. SafetyPad® EMS Information Systems product and; WHEREAS, OPEN is in the business of providing such services. THEREFORE, the Parties agree: ARTICLE 1 CONTRACT TERM This Contract is for a Base Term of five (5) years and, if exercised at the sole discretion of the Licensee, an additional option for five (5) years for a total potential term of ten (10) years. The term(s) of this agreement is contingent upon the continued validity of the Contract,. Should the Professional Services Agreement be voided by the City of Miami, for any reason, Licensee may terminate this Agreement upon the effective date of termination of the Professional Services. Agreement. ARTICLE 2 CONTRACT TYPE This Contract is a Fixed Price Contract related to Software purchases, which provides for the procurement of maintenance services on the basis as set forth in Attachment A: REV 3 of OPEN INC - RFP 55025 RESPONSE SECTION VIII - PRICING — APRIL 9 2008_FINAL hereto and at the prices set forth in Exhibit B. Any changes to overall Software purchases would result in an adjustment to the maintenance costs. Maintenance fees are based on a percentage of overall software purchases. This Contract is subject to the terms, conditions and provisions included herein or incorporated as Attachments hereto. ARTICLE 3 TRAVEL AND OTHER DIRECT COSTS Shall not be allowable as a direct charge to this Contract without the prior written approval from City of Miami's Program Manager, if onsite support is required. 11Page ARTICLE 4 PROGRAM MANAGEMENT The designated Program Manager for this Contract is: Name: Kevin Burns- kbumsAci.miami.fl.us Title: City of Miami Fire and Rescue Address: 444 S.W. 2nd Avenue, 5w Floor Miami, FL 33130 Phone: 305-416-1582 Fax: 315-400-5270 ARTICLE 5 CONTRACTS ADMINISTRATOR The designated Contracts Administrator for Licensee for this Contract is: Name: Tomas Pupo, Jr. Title: Licensee Contracts Manager Address: 1151 N.W. 7th St. Miami , FL 33136-3604 Phone: (305)416-5432 Fax: The designated Contracts Administrator for the OPEN is: Name: Scott Streicher Title: Project Manager, OPEN Incorporated Address: 11283 Eagle View Blvd Woodbury, MN 55129 Phone: (703) 250-4517 Fax: Cell: (703) 624-6059 ARTICLE 6 MAINTENANCE FEES City of Miami, will pay OPEN in accordance with the fee schedule set forth in the Professional Services Agreement section four (4) Compensation . ARTICLE 7. INVOICE INSTRUCTIONS 2 [Page OPEN Licensee will pay OPEN no later than thirty (30b days after receipt of a properly executed and approved invoice. At a minimum, a proper invoice must contain the following: (a) annual maintenance period for coverage; (b) purchase order number and (c) contact person. 10.1 All invoices must be signed and approved by an authorized official of the OPEN, who shall certify that the invoiced amounts are accurate and that OPEN has in its possession records for all amounts for which payment is requested. 10.2 OPEN'S remit to address if other than the address on the first page of this Contract is: Name: Mike Vukovich Title: President -OPEN Inc. Address: 11283 Eagle View Blvd Woodbury, MN 55129 Phone: 651-436-4015 Mobile: 612-859-9143 Should OPEN make any changes in the remit to address, OPEN shall notify Licensee's Contracts Administrator. ARTICLE 8 WARRANTIES 11.1 OPEN Incorporated has the right to enter into this Contract and further warrants: a) That all services performed under this Contract will be performed in accordance with the standards of care and diligence normally exercised by persons performing such Services in the industry and conforms to the requirements as agreed upon in this contractand the final scope of work statement. b) OPEN shall not violate or infringe upon any third party rights, including but not limited to property, contract, employment, trade secret, confidential and proprietary information, or any trademark, copyright or patent rights; and c) OPEN shall not violate any applicable federal, state or local laws, rules or regulations in the performance of services under this Contract. ARTICLE 9 FORCE MAJEURE Except for Licensee obligation to make payment hereunder, neither party will be liable to the other for any delay or inability to perform its obligations under this Contract or otherwise if such delay or inability arises from any act of God, fire,natural disaster, war, riot, civil disturbance, manufacture's shortages or constraints of parts or products, or any other cause beyond the reasonable control of such party. In the event of such a delay or inability to perform, the time for 3IPage -1 Comment [SPS1]: 30 days was agreed upon by both parties. In return, Open offered the City S17,600 discount to overall software costs `:OPEN performance will be extended for a period of time equal to the length of the delay or inability to perform, plus an additional reasonable period to recommence performance. ARTICLE 10 CONFIDENTIALITY In the course of providing services hereunder, OPEN may have access to confidential and proprietary information and materials of the City of Miami, or its customer (Confidential Information). Confidential Information includes, and is not limited to, information related to past, present or future research, development or business affairs, any proprietary products, materials or methodologies.... Confidential Information shall be used by OPEN only in conjunction with the provision of services hereunder and shall not be disclosed to any third party. No rights or licenses under patents, trademarks or copyrights are granted or implied by any disclosure of confidential information. Upon the Licensee request or completion or termination of any Schedule A, OPEN shall return all Confidential Information to the Licensee. This Article 10 shall survive the expiration or termination of this Contract. ARTICLE 11 DISPUTES 11.1 Settlement of Claims. OPEN understands and agrees that all disputes between OPEN and the Licensee based upon an alleged violation of the terms of this Agreement by the Licensee shall be submitted to the City Manager of the City of Miami ("City Manager") for his/her resolution, prior to OPEN being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be approved or disapproved by the City Commission of the City of Miami ("City Commission"). OPEN shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the . City Manager a detailed statement of thedispute,accompanied by.. all supporting documentation ninety (90) days if City Manager's decision is subject to City Commission approval); or (iii) Licensee has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. 11.2 Preliminary Relief. Nothing contained in this Article 11 shall prevent either Party from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other emergency . relief available to safeguard and protect that Party's interest in the Confidential. Information, its proprietary marks or its patents. 11.3 Waiver of Jury Trial. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attomey's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are 4IPage AOPE an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. ARTICLE 12 INDEMNIFICATION OPEN. shall indemnify, defend and hold harmless the Licensee and its officials, and employees, for claims (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the negligent performance or non-performance of the services contemplated by this Agreement (whether active or passive) of OPEN or its employees or subcontractors (collectively referred to as "OPEN") which is directly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of the Indemnities, or any of them, or (ii) the failure of OPEN to comply materially with any of the requirements herein, or the failure of OPEN to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, local, federal or state, in connection with the performance of this Agreement. OPEN expressly agrees to indemnify, defend and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of OPEN, or any of its subcontractors, as provided above, for which OPEN's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. OPEN further agrees to indemnify, defend and hold harmless the Indemnitees from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, related directly to OPEN's negligent performance under this Contract, compliance with which is left by this Agreement to OPEN, and (ii) any and all claims, and/or suits for labor and materials fumished by OPEN or utilized in the performance of this Agreement or otherwise. In the event that any third party asserts claims against OPEN and/or the Indemnitees for which OPEN is defending the Indemnitees relating to the services, OPEN shall have the right to select its legal counsel for such defense, subject to the approval of the Licensee, which approval shall not be unreasonably withheld. It is understood and agreed that in the event that counsel selected by OPEN charges rates greater: than those customarily paid; by the Licensee atthe time that such claim is asserted, but in no event less than $250.00 per hour, the parties shall, in good faith, attempt to agree upon such rates or upon an allocation of payment of such rates. In the event that the third party claim for which OPEN has provided or paid Indemnitees defense results in a finding of fault on the part of the Indemnitees, then the Licensee shall reimburse OPEN the cost of the Indemnitees defense to the extent of such finding of fault. OPEN understands and agrees that any and all liabilities regarding the use of any subcontractor for services related' to this Agreement shall be borne solely by OPEN throughout the duration of this Agreement and that this provision shall survive the termination of this Agreement. ARTICLE 13 INSURANCE 51Page !;OPEN 13.1 OPEN shall, at all times during the term hereof, maintain such insurance coverage(s) as may be required by the Licensee. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit D and incorporated herein by this reference. The Licensee RFP number and title of the RFP must appear on each certificate of insurance. OPEN shall add the City of Miami as an additional narned insured to its commercial general liability and auto policies and as a named certificate holder on all policies. OPEN shall correct any insurance certificates as • requested by the Licensee's Risk Management Administrator. All such insurance, including renewals, shall be subject to the approval of the Licensee for adequacy of protection and evidence of such coverage(s) and shall be furnished to the Licensee's Risk Management Administrator on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, modified, or changed during the performance of the services under this Agreement without thirty (30) calendar days prior written notice to the Licensee's Risk Management Administrator. Completed Certificates of Insurance shall be filed with the Licensee prior to the performance of services hereunder, provided, however, that OPEN shall at any time upon request file duplicate copies of the policies of such insurance with the Licensee. . 13.2 If, in the reasonable judgment of the Licensee, prevailing conditions in the insurance marketplace warrant the provision by OPEN of additional One Million Dollars ($1,000,000) of professional liability insurance coverage, the Licensee reserves the right to require the provision by OPEN of up to such additional amount of professional liability coverage, and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should OPEN fail or refuse to satisfy the requirement of additional coverage within thirty (30) days following the Licensee's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. 13.3 OPEN understands and agrees that any and all,liabilities regarding the use of any of OPEN's employees or any of OPEN's subcontractors for services related to. this. Agreement shall be borne solely by OPEN throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. OPEN further understands and agrees that insurance for each employee of OPEN and each subcontractor providing services related to this Agreement shall be maintained in good standing and approved by the Licensee's Risk Management Administrator throughout the duration of this Agreement. 13.4 OPEN shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and anyextension hereof, -OPEN ,shall:be responsiblefor:: submitting new.. or. renewed insurance certificates to the Licensee's Risk Management Administrator at a minimum of ten (10) calendar days in advance of such expiration. In the event that expired certificates are not replaced, with new or renewed certificates which cover the teen of this Agreement and any extension thereof: (i) the Licensee shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the Licensee's Risk Management Administrator; or 61Page ! OPEN (ii) the Licensee may, at its sole discretion, terminate the Agreement for cause and seek re -procurement damages from OPEN in conjunction with the violation of the terms and conditions of this Agreement. 13.5 Compliance with the foregoing requirements shall not relieve OPEN of its liabilities and obligations under this Agreement. ARTICLE 14 NOTICES Any notice, request, authorization, direction, or other communication under this Contract shall be given in writing and delivered in person or by certified of first class United States mail, properly addressed and stamped with the required postage, to the intended recipient as follows: City Of Miami OPEN Incorporated Name: William W. Bryson Name: Michael Vukovich Title: Fire Chief Title: President 444 SW 2 Avenue, 10th Floor 11283 Eagle View Blvd, Woodbury Address: Miami, FL 33130 Address: MN 55129 Either Party may change the above by giving the other Party prior written notice of change. ARTICLE 15 NON -WAIVERS The failure of either Party to insist upon or strict conformance by the other Party of any provision of this Contract, or to exercise any right under this Contract shall not be construed as a waiver or relinquishment of such Party's right, unless made in writing, and shall not constitute any.subsequent waiver or relinquishment. ARTICLE 16 SEVERABILITY The invalidity or unenforceability of any provision of this . Contract shall not affect the enforceability of any other provisions. If any provision shall be deemed invalid or unenforceable, this Contract shall be construed in all respects as if such invalid or unenforceable provisions were omitted. ARTICLE 17 CUMULATIVE REMEDIES 7)Page A .a OPEN The rights and remedies afforded to either Party pursuant to any provision of this Contract are in addition to and do not in any way limit any other rights or remedies afforded to either Party by any other provision of this Contract or by law. All such rights and remedies are cumulative and may be exercised singularly or concurrently. ARTICLE 18 SUCCESSORS AND ASSIGN Neither Party may assign any rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any assignment of rights shall not work as a novation of obligations hereunder without written agreement. Any attempt to assign any rights, duties or obligations hereunder without the other Patty's written consent will be void. Notwithstanding theabove, either Party may assign this Contract to a surviving entity in connection with any merger, acquisition or consolidation. • ARTICLE 19 AMENDMENTS No change, amendment, or modification of any provision of this Contract shall be valid unless set forth in a written instrument signed by both Parties. ARTICLE 20 ORDER OF PRECEDENCE In the event of an inconsistency or conflict between or among the provisions of this Contract, the inconsistency shall be resolved by giving precedence in the following order: (1) Professional Services Agreement with the Statement of Work including Attachment A: REV 3 of OPEN INC - RFP 55025 RESPONSE SECTION VIII - PRICING — APRIL 9 2008_FINAL and all other relevant agreements (2) Addenda/Addendum to the Request for Proposals; (3) Request for Proposals (4) Open, Inc. response to the Request for Proposals ARTICLE 21 ENTIRE AGREEMENT This Contract, together with the Exhibits attached to this Contract, constitutes the entire Contract between the Parties and supersedes all other proposals, negotiations, conversations, discussions and agreements, oral or written, between the Parties concerning this Contract's subject matter. Licensee shall not be bound by, and specifically objects to, any term, condition, or other provisions submitted by OPEN in any correspondence or any other document, unless Licensee specifically agrees to such provisions in a written instrument signed by an authorized representative of City of Miami. 81Page A OPEN IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "Provider" ATTEST: Open, Inc. a Minnesota Corporation, qualified to do business in Florida By: Print Name: Print Name: Title: Title: (Corporate Seal) (Authorized Corporate Officer) "City" CITY OF MIAMI, a municipal ATTEST: corporation By: Priscilla A. Thompson, City Clerk Pedro G. Hernandez, City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Julie O. Bru City Attorney LeeAnn Brehm Risk Management Director 9IPage !OPEN rp,.-^wau0 SCHEDULE A MAINTENANCE STATEMENT OF WORK Contract Project: Licensee Contract Title: Maintenance OPEN, Inc. SafetyPad® EMS Information Systems products Technical Points of Contact: City of Miami Fire and Rescue Name: Kevin E. Bums Title: Project Manager Phone: 305-416-1582 Cell: Fax: 305-400-5270 Email: kburns@ci.miami.fl.us Order Type: Annual Maintenance Service Fees Period of Performance: Option Years: OPEN Incorporated Name: Michael Vukovich Title: President Phone: 651-436-4015 Ce11: 612-859-9143 Fax: Email: mvukovi.chc isafetypad.com SAFETYPAD MAINTENANCE - LEVEL I Licensee has purchased and is receiving Level I support from OPEN, Inc. which includes 7 days per week/24 hour support with response times as set forth below. Maintenance for OPEN SafetyPAD product will be provided by OPEN, through the following terms. Maintenance related problems are usually resolved by interfacing via phone (voice or remote connection). Remote access software, via Microsoft Terminal Services or equivalent, will be provided and installed onto the server. 1. Maintenance Level I DOES include... 1. Maintenance noted for SafetyPAD includes SafetyPADmobile, SafetyPADbase, and all optional software modules and interfaces to'3rd:party-vendors (such as mapping, gps, billing, state, etc.) 2. Corrections of 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) enhancements . to the A 'OPEN SafetyPAD. Updates will be provided either remotely or on -site based on the complexity of the upgrade. 4. Telephone support is provided on a 24 hour by 7 day basis as set forth in Section 6 below. Response times for such support shall be as set forth in Section 4 below. Email and intemet-based maintenance and support are included in all maintenance agreements. 5. Maintenance at OPEN's office of a test version, including a test database, for the most recent version of Licensee software release. 2. Maintenance Level I DOES NOT include .. . 1. iCustom Programming Services. These services may be necessary to accommodate features or functionality unique to City or Licensee 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. Training. (see Training below) 4. Hardware and related supplies. Warranty for hardware varies on manufacturer's terms and conditions. OPEN must be contacted by Licensee 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 Licensee. The hardware manufacturer and Licensee will pay postage expenses. 5. "Third Party Software, Wireless Connectivity and Network Infrastructure. The City of Miami intends to install multiple applications as part ofthe total mobile electronic patient care reporting system. Initially the third party applications include: Microsoft Office Suite (Word, Excel, PowerPoint, Outlook 2003/2007), Internet Explorer (version 6.0, 7.0), Attachmate INFOConnect version 7.5 (Fire CAD Software), BBars (Backup Utility), Remote Assistance, 24Seven, Code Stat Reviewer, ARC Reader, Verizon.Access Manager, NetMotion Client. The City of Miami will take responsibility for loading and supporting any applications licensed that the City of Miami Fire Rescue has determined to be essential on the mobile image. Of the applications listed above, Open has utilized Internet Explorer (version 6.0, 7.0), Verizon Access Manager and NetMotion Client and - i Comment [kb2]: I would expect Opento providemaintenance on any "Custom Programming as long as City 1. of Miami personnel do not make any r modifications to the program. I would understand receiving a charge to "rework" any custom programming due r to an outs de/external change that would i require modifications to maintain the system integrity. In a nutshell, if the ansts tnprogramming they wnu has a bug theyshoutd 5x it withinrihe tens of lthe,maintenance agreement. Open is not providing custom ?programming services outside of the contract Line two says" tfowever, any t software changes/enhancements to SafetyPAD that can be utilized by most EMS agencies may be included as part of ntaintertance at ito additional charge'. F. We will support custom programming that is defined in the SOW andRf'P ` response. 411: OPEN controls within the SafetyPAD mobile application. OPEN does not warranty or support any other third party applications listed, wireless connectivity or network infrastructure provided by third parties. Open will load SafetyPAD software onto an image created by the City of Miami. Both parties agree to take all reasonable efforts to configure the image so all applications can work in conjunction with each other. The parties mutually agree to review and certify any new software that the City of Miami Fire Rescue deems necessary for operational purposes at least annually and agree upon a plan for testing and incorporation of any additional software that becomes essential for daily operations into the mobile image Open agrees to provide the City of Miami Fire Rescue with a list of any software or applications it certifies for any other clients as compatible with SafetyPAD If it is determined by both parties that a third party application does not integrate with SafetyPAD, the City of Miami will be responsible for managing the third party application and removing or not including it on the mobile image. All updates for third party applications will be the responsibility of the City of Miami to install on the mobile image. Any changes made to the certified image may require Jecertification by Open at $95.00 per hour if the changes fall outside of the annual kevievvi. Supportfor units executing OPEN software where defects to the use and application of the programs ;,• is caused by third party software or services not certified by OPEN will incur charges to the Licensee on a time and material basis and will be charged per occurrence at a the labor rate of $95.00/hour for support on issues caused by software or hardware not provided by OPEN which impacts software covered by this Agreement. Any customization required to support these third party applications will require a change order" 3. On -Site Support OPEN, upon mutually agreed terms, will provide Licensee On -Site Support. The provision of on -site support is contingent upon mutual agreement with the City. Any on -site support from OPEN will be quoted to the Licensee on a Task Order basis. 4. Response Times to service calls. OPEN, offers the -following: response times • Priority 1 — Initial support phone call to be answered within 60 minutes of notification by Licensee. • Priority 2 —Initial support phone call to be answered within 120 minutes of. notification by Licensee. • Priority 3 — Initial support phone call to be answered within 120 minutes of notification by Licensee. • Priority 4 —Initial support phone call to be answered within 120 minutes of notification by Licensee. 1 Comment [kb3]: Since there will be an annual fee for maintenance i believe that part of this annual fee should include certification of additional software when necessary. We have elected to option up to 10 years ofmantenance which shows i out willingness to become long term 1 partners, however, we all know that software changes rapidly and mostly with I improvements frotnpervious versions i which is why I think this is essential. I also believe that with this type of clause it will make SafetyPad a much easier sell to 1. other municipalities by establishing a model for R&D between Open and other software manufacturers for compatibility I and certification. Comment [kb4] If we request any software be certified outside of the annual review window ,tcan understand a fee be i charged for the certification. I do not like i the hourly fee and would prefer to see a `set rate or a not to exceed clause 5300. t Comment [SPS5]: Our intent is to • cover any major hours of testing and man hours. If any one of the vendors provides an update, the city would handle i downloading and updating the tablets. Miami would then send us the latest l image for basic testing. !OPEN : • Response time is calculated from the timestamp on the notification email, which includes the definition of the problem, sent to cfdsupport@safetvpad.com and concludes with either the timestamp of the Open Support Personnel's email or telephone contact to the City of Miami employee reporting the problem. 5. Training Upon installation of SafetyPAD at Licensee, future training may be necessary for new personnel, etc. OPEN, upon mutually agreed terms, will provide training at a mutually agreed time and place. Licensee agrees to pay OPEN all costs associated With this training, including (i) charges for OPEN's personnel, (ii) 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 Licensee for training are defined in REV 3 of OPEN INC - RFP 55025 RESPONSE SECTION VIII - PRICING - April 9 2008 FINAL. Any training requests beyond the scope of work mutually agreed upon could incur additional training fees — 6. Support Support is defined as technical assistance by telephone, email, or on -site for Licensee internal support personnel who have specific questions pertaining to the operation of SafetyPAD. OPEN agrees to establish mfrsupport@safetypad.com (or agency specific email) to facilitate contact of OPEN staff for requests for service. Licensee or authorized representatives from the City agree to contact OPEN staff via the support email account AND identify and report the problem via mfrsupport@,safetypad.com. OPEN staff shall provide support and prioritize resolution of problems based on the criticality of the issue as set forth below: • Priority 1 — Problem crashes End to End System or makes the entire system otherwise unusable. Response will be via telephone support and remote connectivity. Initial support phone call to be answered within 60 minutes of notification by Licensee. • Priority 2 - Problem prevents Major System Component functionality and there is no workaround. Response will be via telephone support and remote connectivity. Initial support phonecall to be answered within 120.minutes of notification. by Licensee. • 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 within 120 minutes of notification by Licensee. Priority 4 — Problem does not prevent functionality and is therefore minor (cosmetic, documentation, etc.) in nature. Initial support phone call to be answered within 120 minutes of notification by Licensee. Response time is calculated from the timestamp on the notification email, which includes the definition of the problem, sent to cfdsupportc safetvpad.com and concludes with either the timestamp of the Open Support Personnel's email or telephone contact to the City of Miami employee reporting the problem.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 resolution releases and will make all possible efforts to resolve the identified problems in a timely manner. 7. Special for Licensee Telephone and e-mail support are included with a yearly maintenance contract. The Licensee is required to establish an internal first tier support for dealing with end user issues. Only designated representatives from the Licensee 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 Level I Does NOT include..." section of this document." On -site support is available for an additional fee. OPEN Schedule B- Prices and Rates The following rates shall apply for annual maintenance. OPEN, Inc. shall invoice to the Licensee Program Manager at the beginning of each contract year. Original Invoice Amount (Discounted -Software only) — refer to attachment REV 3 of OPEN INC - RFP 55025 RESPONSE SECTION VIII - PRICING - APRIL 9 2008_FINAL Maintenance yearly costs will be adjusted based on any additional licenses purchased. Maintenance fees are based on a percentage of overall software purchases Pricing is Based on the Licensee 5 Year Contract Option . 1-A ril-08 31-March-09 * $48,614 ... <$48,614> ., 1 2 1-A ril-09 31-March-10 $48,614 3 1-A ril-10 31-March-11 $48,614 4 1-A ril-11 31-March-12 $48,614 5 1-A ril-12 31-March-13 $48,614 0 tion 6 1-A ril-13 31-March-14 $42,895 0 .tion 7 1-A ril-14 31-March-15 $42,895 0 tion 8 1-A ril-15 31-March-16 $42,895 0 tion 9 1-A ril-16 31-March-17 $42,895 0 tion 10 1-A ril-17 31-March-18 $42,895 1.1 Escrow Fees Escrow fees will be paid by Licensee. The fees are based on the Licensee selections on the Iron Mountain Escrow Service Work Request schedule included in this contract. The final fees will be added to the yearly maintenance charge to the Licensee.