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RENEWAL ADDENDUM - SOFTWARE MAINTENANCE AND SUPPORT; HOSTING
THIS RENEWAL ADDENDUM (this "Addendum") is made and entered into as of 7/1/2018 (the
"Renewal Date") and renews and amends the License Agreement dated
01/10/2001("Agreement"), by and between DAVID Corporation, a California corporation with its
principal offices at 301 Edgewater Place, Suite 160, Wakefield, MA 01880 ("DAVID"), and City
of Clearwater ("Customer"), with office 100 S. Myrtle Avenue Clearwater, FL 33756-5520.
Schedules are attached to this Addendum and are incorporated herein.
DAVID has developed and owns certain proprietary software for use in the insurance industry.
Pursuant to the Agreement, Customer has a license to use the software, as modified and enhanced
by DAVID ("Software"), and DAVID has provided certain Software maintenance and support
services ("Software Maintenance and Support Services"), and as applicable managed hosting
("Hosting") and hosting support services ("Hosting Support Services"), in connection therewith.
Customer desires to receive continued such services by DAVID, and DAVID desires to provide
the same on the terms and conditions set forth in this Addendum.
1. DEFINED TERMS. Capitalized terms not otherwise defined in this Addendum have the
meaning ascribed to them in the Agreement. If there is any conflict between this Addendum and
the Agreement, the terms of this Addendum shall govern and the terms of the Agreement shall
be deemed amended and modified as provided herein,
2. SOFTWARE MAINTENANCE AND SUPPORT SERVICES. Subject to Customer's
payment in full when due of all Software Maintenance and Support Fees and other fees as listed
on Schedule A attached hereto, and other costs and expenses required to be paid by Customer
as provided in the Agreement or this Addendum, and subject further to compliance by Customer
with the other terms, conditions and restrictions of this Addendum or the Agreement, DAVID
shall provide Software Maintenance and Support during the Renewal Term (as defined below)
pursuant to the terms and conditions of this Addendum and the Agreement.
3. HOSTING; HOSTING SUPPORT SERVICES. If DAVID is providing Hosting and Hosting
Support Services to Customer pursuant to the Agreement, subject to Customer's payment in full
when due of all Hosting and Hosting Support Services Fees and other fees as listed on Schedule
A attached hereto, and other costs and expenses required to be paid by Customer as provided in
the Agreement or this Addendum, and subject further to compliance by Customer with the other
terms, conditions and restrictions of this Addendum or the Agreement, DAVID shall provide
Hosting and Hosting Support Services during the Renewal Term pursuant to the terms and
conditions of this Addendum and the Agreement.
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4. PRICING; PAYMENT. The Fees listed in Schedule A attached hereto are due and payable on
an annual basis. DAVID will only increase the amount one time annually for the term of this
renewal by the CPI at time of renewal, not less than 1% and not greater than 3%; also, Software
Maintenance and Support Fees in connection with specialty modules may not be increased for
current services provided for that term. The only change that might incur an increase in annual
support fee would be with the addition or change of services purchased by the client.
5. RENEWAL TERM. Subject to the early termination provisions of in the Agreement, the term
of this Agreement will commence on the Renewal Date and will continue in Annual renewals
until it expires on the third anniversary of the Renewal Date (the "Renewal Term"); At this time
a new support agreement will need to be in place for the support of NAVRISK or VISION to
continue.
6. ALLOCATED SUPPORT SERVICE HOURS. Support services, including Software
Maintenance and Support Services and Hosting and Hosting Support Services ("Support
Services"), are provided based on a total annual amount of funded hours of services as provided
in Schedule A. Half of the Software Maintenance and Support Fee is allocated to Maintenance
Release (as defined below) services and bug fixes provided to customers generally, and the other
half of the Software Maintenance and Support Fee is allocated to services for work performed
in connection with the Software specifically for Customer. The number of hours allocated for
Support Services is calculated by dividing the fee for such support services by DAViD's standard
hourly services rate for that year. Any service hours allocated but unused at the end of a year
expire, and will not be carry over to the next year's allocation of service hours. Invoices will be
generated, if due, for overages of support hours usage on a monthly or quarterly basis.
Additional support services, over and above the amount allocated for a year, and any additional
services not included as part of Support Services are available to Customer on a time and materials
basis as part of the change request (CR) process. Overages for support hours will be reported to
Customer and invoices will be provided if due. The following services are specifically not included
as part of Support Services, and will be billed on a time and materials basis: (a) custom program
upgrades; (b) reprogramming services, custom forms, scanned forms, custom documents; (c) third
party program upgrades or custom program requests are billable on a time and materials basis; and
(d) other professional services, including, installation, implementation, training, customization and
other consulting services. The above list of additional services is meant to be illustrative and not
exhaustive; DAVID reserves the right to bill for any additional services.
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7. MAINTENANCE RELEASES.
7.1 During the Term, DAVID will provide Customer with all Maintenance Releases that
DAVID may, in its sole discretion, make generally available to its customers at no additional
charge. The term "Maintenance Release" means any update, upgrade, release, new version or
other adaptation or modification of the licensed Software, including any updated documentation,
that DAVID may provide to Customer from time to time during the Renewal Term, which shall
contain, atnong other things, error corrections, enhancements, improvements or other changes to
the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of
the licensed Software.
7.2 DAVID provides up to eight (8) hours of Maintenance Release services work per year to
the standard Software, including NAVRISK, without charge to Customer. Additional upgrade
services may be required and available to Customer on a time and materials basis as part of the
change request (CR) process. In addition, any allocated but unused Maintenance and Support
service hours may be applied by Customer to Maintenance Release service work done in the same
service year.
7.3 All Maintenance Releases, on being provided by DAVID to Customer hereunder, are
deemed part of the licensed Software subject to all applicable terms and conditions in this
Agreement. If DAVID is providing managed hosting services, DAVID shall be responsible for
installation of all Maintenance Releases. If DAVID is not providing managed hosting services,
Customer will install all Maintenance Releases as soon as practicable after receipt. Customer does
not have the right hereunder to receive, at no additional license cost, new products of the licensed
Software (as may be indicated by DAVID's designation of a new product nutnber, as opposed to a
new version number of the Software licensed to Customer) that DAVID, in its sole discretion, may
release from time to time. DAVID will support the then -current version of the licensed Software
and two previous versions as part of its maintenance obligations. If Customer has failed to install
two or more of any Maintenance Releases, then DAVID may charge Customer for support calls to
address problems with older versions.
8. REMOTE ACCESS. Customer shall provide access to Customer systems as requested by
DAVID to provide Maintenance and Support services, or any additional services. Access
provided can be requested, provided and then terminated at the resolution of the support or
maintenance issue.
9. SECURITY AUDITS AND RISK ASSESSMENT SERVICE REQUESTS. If Customer
requires services or assistance from DAVID in connection with special security audits, security
questionnaires, or other security or risk assessment services, they may request such service and
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such service will be available to Customer on a time and materials basis as part of the change
request (CR) process.
10. FROI AND SROI FORMS. Currently installed FROI and SROI forms are supported on
a limited basis and updates to any other forms are not included in Software Maintenance and
Support Services, New FROI and SROI forms supported in NAVRISK Releases 5.8 and
NAVRISK VISION are provided to customers as a new Claimwire/NAVRISK integrated
product pursuant to a separate fee and support agreement. FROI and SROI Forms may be
automated using alternative vendor partners as needed in the future.
11. CUSTOM REPORTS. Support Services to provide custom reports, including, without
limitation, custom reports required by Customer in connection with software upgrades, are not
included in Software Maintenance and Support services but will be available to Customer on a
time and materials basis as part of the change request (CR) process. Other new programs are
available including the NAVRISK SAP reporting system and/or NAVRISK VISION Data
Analytics that can be licensed separately as part of an ongoing support agreement. Customer is
required to have dedicated internal staff resources assigned to all report and data analytic
processing.
12. SPECIALTY MODULES. Support Services to support specialty modules with approved
third partner software automation programs (e.g. Franco Signor for MMR, Healthtech for EDI,
and others for Medical Bill Review) are limited to sixteen hours and Customer data error
resolution related to these services are not included in Maintenance and Support services but are
available to Customer on a time and materials basis as part of the change request (CR) process.
New technology programs that are provided as part of Third Party Software to meet unique new
compliance needs may be offered under a separate support fee and support agreement. These
programs include NAVRISK Automated MMR Reporting using Franco Signor and NAVRISK
Automated EDI Submission using HealthTech EDI services. Customer has sole responsible for
their data compliance accuracy that impact data submission to third parties and compliance
organization. Customer is required to have dedicated internal staff resources assigned to all
compliance processing.
13. CUSTOMER DISCOUNTS. Customer shall be eligible for the following discounts
subject to the following conditions:
(a) If Customer has three or more NAVRISK Level 200 Certified Users, Customer shall be
eligible for a one-time 5% discount on their Maintenance and Support Fee, which shall be applied
to the next year's invoice for Maintenance and Support Fees;
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(b) If Customer has three or more employees attend a DAVID Corporation User Conference,
Customer shall be eligible for a 5% one-time discount on any new or additional software licensed
and purchased within six (6) months of the conference date.
In addition, if enrolled, Customer shall be eligible for other benefits from DAVID's REWARD
PRO Customer Recognition Program. For more information, contact DAVID's Customer Support
Manager.
14. EXCLUSIONS. DAVID is not responsible for providing, or obligated to provide,
Maintenance and Support under this Agreement: (1) in connection with any Errors or problems
that result in whole or in part from any alteration, revision, change, enhancement or
modification of any nature of the NAVRISK Software, or from any design defect in any
configuration of the NAVRISK Software, which activities in any such case were undertaken
by any party other than DAVID without its authorization; (2) in connection with any Errors if
DAVID has previously provided reasonable corrections for such Error which Customer fails
to implement or overwrites; (3) in connection with any Errors or problems that have been
caused by errors, defects, problems, alterations, revisions, changes, enhancements or
modifications in third party software (other than
Third Party Software or third party software embedded in the NAVRISK Software by DAVID),
hardware or any system or networking utilized by Customer without authorization by DAVID; (4)
if the NAVRISK Software or related software or systems have been subjected to abuse, misuse,
improper handling, accident or neglect other than by DAVID or an authorized subcontractor of
DAVID; (5) if any party other than DAVID, or an authorized subcontractor specifically selected
or approved by DAVID in writing, has provided any services in the nature of Professional Services,
Upgrades and Enhancements, Maintenance and Support, or any other similar to Customer with
respect to the NAVRISK Software; or (6) Customer fails or refuses upgrades for the Software and
is not within one upgrade version of current published technology requirements. (7) for Customer
data errors or data coding errors.
Any third party providing Maintenance and Support services or any other services to Customer in
connection with the Software must be pre -approved by DAVID. Such third parties, even if
approved by DAVID, shall be required to sign a Confidentiality, Non -Solicitation, and
NonCompetition Agreement with DAVID in a form approved by DAVID prior to commencing
sery ices.
15. SERVICE HOURS. Requests for Maintenance and Support services can be entered online in
the DAVID support system at any time 24x7. DAVID support personal are available Monday
through Friday, from 8:00 AM — 8:00 PM EST for telephone support or for responses to
Customer support requests. Maintenance and Support services on weekends or after regular
support hours may be available at an hourly rate of $250/hr. or otherwise preapproved.
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16. CUSTOMER NAVRISK PORTAL SUPPORT. Portal related program support other than
specific warranty corrections and program upgrades are not included as part of the
Maintenance and Support Fee. Customers offering use of any DAVID Portal program should
assume training, support and security management responsibilities. Portal support from
DAVID can be offered on a time and materials basis to approved licensed users ("Portal
Users"). Any Portal User is expected to be trained and following Customer created procedures
and processes to manage its Portal User. Customer may also need to purchase the Portal
Program as a new module if the NAVRISK program if it was not previously licensed by
Customer.
17. ACCOUNT MANAGEMENT. All account management done by DAVID employees for the
client will be counted against the client's support hours unless pre -paid T&M or package hours
are purchased. Account Management includes; client support list discussions, all project
discussions not covered by a Change Request or Service Request or any client assistance
function that is not covered by the base support agreement. DAVID recommends that clients
purchase a Major Account Package plan or pre -paid T&M Block hours at a discount to use for
account management or other special projects.
18. AUDITING OF USER LICENSES. DAVID audits Customer use of the Software to ensure
licensed users are using the Software in accordance to this Addendum and the EXISTING
DAVID/CUSTOMER Software Agreement. Programs to verify the quantity of users are part
of the Software. DAVID will notify Customer of any violation in the quantity or type users
and
Customer will have the option to pay for licensing or suspend the user; provided, however, the
failure by DAVID to notify the Customer shall not be deemed a waiver of such violation. DAVID
provides software use as part of a named authorized user definition. Unlicensed users are not
permitted and present a security risk and an operational risk that is the Customer's responsibility.
19. SAP, PURESHARE AND THIRD PARTY PROGRAMS. SAP and other Third Party
Software are supported by DAVID within the service level limits service levels and support terms
such third -party vendors provide to DAVID. DAVID cannot control, and is not responsible for,
the response time of SAP or other similar third party vendors that provide programs that DAVID
integrates into the Software. PURESHARE, an old third party program used for some reporting
functions, will no longer be supported as a reporting program after Decetnber 31', 2017. Customer
will have the option to upgrade as additional cost item to NAVRISK VISION Data Analytics and
reporting or have similar reports created in more current technology on a time and material basis.
20. PERSONAL HEALTH INFORMATION. DAVID provides general data security practices
as part of standard operating procedures. Special requests for providing Personal Health
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Liformation data processes or procedures, unless otherwise contracted, is not included in
Maintenance and Support services and must follow all HiPPA compliance regulations.
21. RE -INSTALLING SOFTWARE. Re -installing Software is not included in Maintenance and
Support services but will be available to Customer on a time and materials basis as part of the
change request (CR) process. Re -installing Software may require onsite assistance as well as
other specialty resources to reinstall Software and recertify that such Software is operationally
suitable.
22. DATA. Under no circumstances is DAVID responsible for correcting or updating Customer
data entry or making changes to data transferred from other third -party interfaces, or making
system code file changes, organizational hierarchy changes or similar content change issues.
Such services will be available to Customer on a time and materials basis as part of the change
request (CR) process. Customer is also required to audit their data as well as protect and secure
their data. DAVID is not responsible data, data breaches or data risks associated with
equipment or operations managed by the Customer at their location.
23. USER ACCESS MANAGEMENT, Under no circumstance is DAVID responsible for
updating or maintaining; user passwords, user access privileges, related security and privileges
related to Active Directory or similar user systems.
24. CUSTOMER RESPONSIBILITIES. Customer is responsible for providing trained staff to
operate and manage their software system. Customer duties and responsibilities are outlined
in Schedule B — Customer Responsibilities. These include; data quality, system admin, report
processing technician, trained end users manage and support of the portal users, IT Services
for maintaining interfaces and automation processes, third party data upload, maintaining
current software, upgrade level, risk management, documented workflow procedures, job
description for key roles.
25. LIMITATION OF LIABILITY.
(a) DAVID SHALL NOT BE LIABLE FOR ANY (i) SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF
PROFITS, ARISING FROM OR RELATED TO A BREACH OF THIS ADDENDUM OR THE
AGREEMENT OR ANY ORDER OR THE OPERATION OR USE OF THE SOFTWARE AND
SERVICES INCLUDING SUCH DAMAGES, WITHOUT LIMITATION, AS DAMAGES
ARISING FROM LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR
OTHER BENEFITS, DAMAGE TO EQUIPMENT, EVEN IF DAVID HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) CLAIMS MADE A SUBJECT OF A
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LEGAL PROCEEDING AGAINST DAVID MORE THAN ONE YEAR AFTER THE
DISCOVERY OF SUCH CAUSE OF ACTION BY CUSTOMER.
(b) EXCEPT FOR (i) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THE
AGREEMENT (IF ANY), (ii) PERSONAL INJURY OR DEATH OR DAMAGE TO ANY
REAL OR TANGIBLE PERSONAL PROPERTY CAUSED BY A PARTY'S GROSSLY
NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT, OR (iii) THE GROSSLY
NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF A PARTY IN
PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT, NOTWITHSTANDING
ANY OTHER PROVISION OF THIS ADDENDUM OR THE AGREEMENT, NEITHER
PARTY'S LIABILITIES UNDER THIS ADDENDUM AND AGREEMENT, WHETHER
UNDER CONTRACT LAW, TORT LAW, WARRANTY, OR OTHERWISE SHALL BE
LIMITED TO DIRECT DAMAGES NOT TO EXCEED TWO TIMES (2X) THE AMOUNTS
ACTUALLY RECEIVED BY DAVID UNDER THIS ADDENDUM FOR THE MOST RECENT
ANNUAL MAINTENANCE AND SUPPORT FEE."
26. AGREEMENT. Except as amended by the Addendum, the Agreement remains in full force
and effect.
[ Signature Page to Follow]
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the dates set forth
below.
Countersigned:
--.6te0(ItiVft\et°0
George N. Cretekos
Mayor
Approved as to form:
Paul Richard Hull
Assistant City Attorney
8
CITY OF CLEARWATER, FLORIDA
By:
Attest:
a—Att-t4A-1
William B. Horne 11
City Manager
)uaiKlatti a de
Rosemarie Call
City Clerk
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DAVID Corporatio
Sign re:
Mark E. IIorn
President and CEO
Date: 0246
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SCHEDULE A
NAVRISK® MAINTENANCE AND SUPPORT RENEWAL ADDENDUM
Software Maintenance and Support Fee (Per Year, No increase for 3 years):
Covers: NAVRISK/VISION Core System
Price Is Less Any Customer Rewards Pro or Certification Discount
$ 13.132.62
Total Funded NAVRISK Program Service Hours (Per Year/Per Month): 37 / 3
Total Hours Available For Software Release Change Updates: 8 Hrs.
Specific to Customer System. Additional Hours Are Done On Time & Materials Basis. 8
Rate for Additional Change Request or Program Services $200/Hour.
DAVID SUPPORT CENTER — Online User System Included
Webinar Training — Per Year as Posted Included
NAVRISK Claimwire Data Ready WC Forms Service (If Licensed) Included
(Optional) VISION Account Management Package — Gold - $25,000 $
(Optional) Pre- Paid T&M Block Hours @ $180/hour (100 minimum) $
(Optional) MMR Automated Services with Franco Signor $5,000/yr.
Includes One RRE If Licensed By Customer.
(Optional) EDI Automated Services with HealthTech $
If Licensed By Customer, Transaction Fee Based On Use And Billed Monthly) (Estimated)
(Optional) Hosting with Hosting Support Services (Per Year) $ 0
Total Funded Hosting Service Hours (Per Year): 0 SCHEDULE B
NAVRISK® and NAVRISK VISION MAINTENANCE AND SUPPORT RENEWAL
ADDENDUM
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CUSTOMER RESPONSBILITIES
The purpose of this schedule is to better define the scope of the DAVID Maintenance and Support
agreement. This section includes the Customer's responsibility for usage of the NAVRISK
Software within their business.
The Customer is responsible for having trained staff, documented workflow process, documented
reports and staff to support their IT work including system administration and user service tasks.
The Customer is also responsible for having dedicated roles for compliance topics like MMR and
EDI. These internal Customer staff roles include:
1. NAVRISK System Administrator - Trained in the Administration of the NAVRISK
or NAVRISK VISION product and its ]nodules. They should be able to add users, data
codes, use system maintenance and be the final line of internal Customer support before
they contact the DAVID Support Center.
2. Reporting Product Specialist—Trained in the reporting systems that NAVRISK uses.
Specifically, SAP and/or VISION Data Analytics. The Specialist should be able to
manipulate the Reporting system to create ad hoc reports, review and adjust standard
reports, and assist users in dashboard creation. They would be the Customer's first line
of resolution for reporting issues.
3. Database (IT) Administrator — Trained in maintenance of the servers, the databases,
and user maintenance. For DAVID hosted Customers, some of this will be delegated to
the DAVID I-Iosting staff,
The Customer will need to attempt to resolve and at least define any issue before contacting
DAVID Support. Once contacted, the DAVID Support Technician will advise the Customer of the
nature of the issue: Routine Maintenance & Support (RMS), other Services Request (SR) for
Training, Operational IT requests, User Data Anomalies or Other.
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