HomeMy WebLinkAboutContract 53406 ` FORM 9-20-18
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R n f m LL CITY SECRETARY
�Ay �oA espo SO C CONTRACT NO. 5340(c
SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT
THIS SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT (this
"Agreement") is made and entered into as of ,,Q" 0 2020 by and between
Responsoff" LLC, an Ohio limited liability company ("Responsoft")and
City of Fort Worth Fire Department ("Client").
BACKGROUND INFORMATION
A. Client provides emergency medical services ("EMS") utilizing approved
medical protocols.
B. Responsoft is an EMS software company that specializes in creating
customized interactive EMS protocols, including calculators and reference materials, that
are made available via mobile devices and via desktop computers.
C. Client desires to engage Responsoft to automate its EMS protocols and
make them available on Client mobile devices and computers, and Responsoft desires to
be so engaged, all on the terms and conditions of this Agreement.
PROVISIONS
NOW THEREFORE, in consideration of the foregoing mutual covenants set forth
herein, the parties agree as follows:
1. Definitions.
(a) "Client Property" shall mean all property, including designs, software,
documentation,models,tools,devices and other materials,owned by,or licensed to,Client,
which may be furnished to Responsoft by Client under this Agreement.
(b) "Deliverables" shall mean the Software and Documentation to be delivered
by Responsoft to Client under this Agreement.
(c) "Development Program" shall mean the activities undertaken by
Responsoft pursuant to this Agreement for the development of the Software and
Documentation.
(d) "Development Work" shall mean the Deliverables and all other results and
items arising out of the Development Program, including without limitation, all
programming materials, source code and binary code for the inventions, designs, notes,
records,memoranda,documentation and other materials,as well as all Updates,derivatives
and modifications thereof and all intellectual property rights thereto.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
(e) "Documentation" shall mean the reference, implementation and user
manuals which describe in reasonable detail the operation of the Software that is generally
provided by Responsoft as part of its deliverables to its customers.
(f) "Software" shall mean the computer software program(s) to be developed
by Responsoft pursuant to the Development Program, together with all Updates thereto, to
create an automated EMS information system consisting of a quick reference file menu,
hyperlinks, drug calculator, burn percentage calculator, Glasgow Coma Score Calculator,
APGAR Score calculator and infusion rate charts for which the total software package
structure consists of a calculator that automates Client's protocols; Adult and Pediatric
Protocols in flow chart format; Pharmacology; Guidelines; Procedures and Reference
Sections.
(g) "Support" shall mean maintenance and support services for the Software
described in Exhibit C on the date Support is ordered for the Software.
(h) "Updates" shall mean error corrections, bug fixes, modifications and
subsequent releases of the Software that Responsoft generally makes available to its
Software licensees at no additional license fee, provided that Client has ordered and paid
for Support for such Software licenses for the relevant time period. Updates shall not
include any release, version, option or future product that Responsoft licenses separately.
2. Development Services.
(a) Development. Commencing with Responsoft's receipt of (i) an executed
copy of this Agreement, (ii) any fully completed applicable tax exempt certificate and(iii)
a complete copy of Client's existing approved EMS guidelines and protocols, Responsoft
shall issue an invoice to Client for the total license fee set forth on Exhibit B and use
commercially reasonable efforts to adapt such Client protocols into an easy to use
electronic, digitized EMS protocol with hyperlinks and calculators and to provide a user
friendly graphical user interface for protocol access and reference. Responsoft shall
convert such Client protocols to flow charts and forward the flow charts to Client for its
review. Client shall submit any additions or corrections to Responsoft in digital form, and
Responsoft shall then (A) make the requested revisions and return the revised flow charts
to Client and (B) have its software developer prepare the computer code necessary to
automate the protocol, including the calculations and reference materials. Client's delay
in submitting desired additions or corrections or repeated requests for revisions will
necessarily delay Responsoft's delivery of the Software.
For the convenience of Client, Responsoft will deliver to Client a print version of
Client's protocol content in PDF format ("Print Version") that contains bookmarks to (1)
assist in navigation to a single page to be printed and (2) be marked by Client with
suggested Protocol Change Requests ("PCRs") as described in Exhibit C. Client
acknowledges that the Print Version of the protocol content cannot and does not contain
the file menu, hyperlinks or any of the calculators, all of which are operative only using
the platforms and mobile devices described in the next paragraph.
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The Software is designed to operate on multiple platforms, including Microsoft
Windows 7 operating system and higher and Mac OS X,and on iPhone/iPad and Android
devices. As of the date of execution of this Agreement, the specific operating systems
required to run the Software are Windows 7+ (including 8 and 10), Android 8.0+ (Oreo
and Higher), iOS I 1+,Mac OS X 10.11+(El Capitan and Higher),and on most, but not all,
Linux-based operating systems, including Ubuntu 16+. When a periodic Update is
released, Client will be prompted to download the latest Update. Client should always
accept and download the latest Update to ensure it has access to the latest version of its
protocol and the Software's latest functionality. Responsoft will only support the then-
current release and the immediately previous sequential release of the Software.
(b) Subcontractors. Responsoft may subcontract the performance of any
portion of the Development Program to third parties,provided that each such subcontractor
shall have agreed in writing to be bound by terms and conditions at least as stringent and
restrictive as the terms and conditions of this Agreement.
(c) Program Management and Changes. Each party hereby designates the
person(s) set forth in Exhibit A as its Relationship Manager and primary contact with
respect to this Agreement, and Relationship Managers may be redesignated by either party
by notice to the other. In the event of a necessary or desired change in any material aspect
of the Development Program,the parties shall mutually agree to any such change in writing
prior to its implementation. A proposed change shall be initiated by the proposing party in
a written notice to the other party. The receiving party shall review such proposal in a
timely manner. The parties agree to discuss in good faith the effect on each party of such
proposed change, including any effect on the cost of the Software.
3. Delivery and Acceptance.
(a) Delivery. Upon Responsoft's completion of the development of the
Deliverables and performance of internal testing of all calculations and upon receipt of
payment in full of the invoice delivered pursuant to Section 2(a),Responsoft shall promptly
notify Client and deliver to Client one Software package via email through sending a
designated link to the Software and Documentation. Client must have the latest edition of
Adobe Reader® installed on all computers using the Software.
(b) Acceptance.
(i) Upon Responsoft's delivery to Client of the Deliverables,Client will
evaluate whether the Deliverables and their functionality conform to the definitions
of Software and Documentation set forth in this Agreement. Client will give
Responsoft written notice of acceptance or rejection of the Deliverables within
twenty (20) business days after receipt (the "Acceptance Period"). If a notice of
rejection is given during the Acceptance Period, Responsoft agrees to make
commercially reasonable efforts to correct all nonconformities as requested by
Client and redeliver the corrected Deliverables to Client for acceptance within
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twenty (20) business days of such redelivery or as otherwise mutually agreed by
the parties after receipt of such notice of rejection.
(ii) The Deliverables shall be accepted only when Client provides a
written notice of acceptance to Responsoft ("Notice of Acceptance"), provided
however if Client fails to provide a Notice of Acceptance or rejection to Responsoft
within the Acceptance Period,the Deliverables will be deemed accepted by Client
on the last day of the Acceptance Period.
(c) License. Once the Deliverables have been accepted, Responsoft hereby
grants to Client a nonexclusive, nontransferable license to (i) use the Software and
Documentation in connection with Client's internal business purposes consistent with the
use limitations specified herein, (ii) make a single copy of the Software for archival or
backup purposes, and (iii) make sufficient number of copies of the Software and
Documentation for the use specified herein. Software is for Client's use and can only be
installed on Client's station/company computers and on the number of EMS transport
vehicle portable computers or mobile devices for which the Software is licensed, and
notwithstanding the foregoing,each Client employee may install the Software on his or her
home computer or mobile device pursuant to this Agreement at no additional charge.
Client agrees to notify Responsoft when it obtains additional EMS transport vehicles and
should execute an Amendment to this Agreement to license Software for each such
additional vehicle. All titles, trademarks, copyrights and restricted rights notices shall be
reproduced in such copies. Responsoft recommends that Client print and tab a hard copy
of all Software screen shots for each working EMS transport vehicle as back up in case any
hardware or Software failure occurs.
Client shall not copy or use the Software or Documentation except as specified in
this Agreement or Exhibit B and shall not give any third parties access to the Software.
Client agrees not to cause or permit the reverse engineering,disassembly or decompilation
of the Software except to the extent required to obtain interoperability with other
independently-created software or as specified by law. Client shall not relicense, rent or
lease the Software or use the Software for third-party training,commercial time-sharing or
service bureau use.
Responsoft shall retain all title, copyright and other proprietary rights in the
Software and Documentation. Client shall not acquire any rights, express or implied, in
the Software and Documentation, other than those expressly specified in this Agreement.
4. Ownership.
(a) Ownership and License. Client shall own Client Property that Client owned
prior to the Agreement and for which it provided Responsoft access under this Agreement.
Responsoft shall own the Software and any modifications to the Software,Documentation,
Updates and other Development Work. Except for any Client Property, Responsoft shall
have the right to use, sell, sublicense and distribute the Software,Documentation,Updates
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and any other Development Work to third parties.Responsoft shall have the right to license
additional copies of the Software to individuals employed by Client.
(b) Intellectual Property Rights. Responsoft shall own all intellectual property
rights, including but not limited to copyright, trademark or patent rights or claims, in the
Deliverables and Development Work, including all forms of computer code, Updates and
all other things, tangible and intangible, developed as part of or as a direct result of this
Agreement("Intellectual Property Rights"). Client shall not acquire any rights, express or
implied, in the subject matter of this Agreement, other than those specified in this
Agreement.Client agrees to make no claim of ownership,royalty or right to the Intellectual
Property Rights.
(c) Client Property. Client hereby grants to Responsoft a non-exclusive,
royalty-free, non-transferable internal license to use Client Property and intellectual
property embodied therein, for the sole purpose of performing Responsoft's obligations
under this Agreement. Responsoft may not provide any Client Property to any third party
without the prior written approval of Client. Client agrees that Responsoft may maintain
one copy of all Client-supplied EMS guidelines and protocols that are the subject of this
Development Program in Responsoft's files. All other Client Property shall be returned
immediately upon Client's request. Notwithstanding anything in this Section 4(c), Client
hereby agrees that Responsoft may share electronic or hard copies of any portion of
Client's existing EMS guidelines and protocols with any other EMS organization that is
also a client of Responsoft without seeking Client's prior consent and without any
compensation to Client.
5. Maintenance and Support.
(a) Maintenance and Support for Software.As long as Client purchases annual
Support, Responsoft agrees to provide to Client the Support set forth in Exhibit C for a
subsequent year. Except as otherwise agreed in writing between Client and Responsoft,
Client will be responsible for installing Software on its computers and mobile devices and
for providing all training, maintenance and support of the Software with respect to end
users who are Client's employees or agents.
(b) Product Evolution. The parties anticipate that Client may from time to time
request additional functionality to the Software.Upon request by Client,Responsoft agrees
to make such adaptations or develop enhancements on terms and conditions to be mutually
agreed upon in writing, which may provide for additional payments by Client to
Responsoft.The fee for any such adaptations or enhancements shall be at Responsoft's then
current rates.
6. Compensation. In consideration of the Development Program undertaken
by Responsoft hereunder and its license of the Software to Client, Client will pay
Responsoft an aggregate amount according to the number of EMS transport vehicles
operated by Client at the rates and for the product functionality and features set forth on
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Exhibit B in the manner specified in Section 2(a)and at the time specified in Section 3(a).
Consultations for Support shall be paid as described on Exhibit C.
If Client requests a face-to-face meeting with a representative of Responsoft,
Responsoft will make a representative available for a meeting at a mutually agreed upon
date, time and place, provided that Client shall pay Responsoft its current time and
materials hourly rate for each Responsoft representative present and shall reimburse the
representative's mileage in accordance with the Internal Revenue Service business mileage
reimbursement rates then in effect and the cost of coach airfare and lodging incurred in
order to attend the meeting. Responsoft will obtain Client's written approval (which may
be by email)prior to incurring the costs of airfare or lodging.
7. Warranties.
(a) General Warranty. Each party warrants that it has full power and authority
to enter into this Agreement,perform its obligations hereunder and grant the rights to the
other party granted herein.
(b) Software Warranty. Responsoft warrants that, as of the date of acceptance
or deemed acceptance, the Software will operate in accordance with, and substantially
conform to,the Documentation.
(c) Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN
THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES OR
CONDITIONS, EITHER EXPRESS OR IMPLIED, REGARDING THE SOFTWARE
AND DOCUMENTATION, INCLUDING WITHOUT LIMITATION AS TO THEIR
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
RESPONSOFT DOES NOT REVIEW, AND DOES NOT WARRANT THE MEDICAL
APPROPRIATENESS OF, ANY OF CLIENT'S GUIDELINES, PROTOCOLS OR
PROCEDURES AND IS ACTING ONLY TO PLACE CLIENT'S EXISTING
GUIDELINES, PROTOCOLS AND PROCEDURES IN A MORE USABLE
AUTOMATED FORMAT. RESPONSOFT IS NOT RESPONSIBLE FOR ANY
ACTIONS TAKEN OR RESULTS OBTAINED BY CLIENT PERSONNEL'S USE OF
THE SOFTWARE. SIMILARLY, CLIENT IS SOLELY RESPONSIBLE FOR
ADOPTING ANY CHANGES TO THE CONTENT OF ITS GUIDELINES,
PROTOCOLS OR PROCEDURES, AND RESPONSOFT IS ONLY RESPONSIBLE
FOR MAKING CHANGES IN THE SAME PURSUANT TO PCRs AS DESCRIBED IN
EXHIBIT C. EXCEPT AS SET FORTH HEREIN, IN NO EVENT SHALL ANYTHING
IN THE AGREEMENT BE CONSTRUED AS A WARRANTY THAT THE
SOFTWARE WILL PERFORM ERROR FREE OR WITHOUT INTERRUPTION OR
THAT ALL DEFECTS, IF ANY, WILL BE CORRECTED.
8. Term and Termination.
(a) Term. If not otherwise specified, this Agreement and each license granted
under this Agreement, shall continue for twelve (12) months from the date of acceptance
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or deemed acceptance, unless earlier terminated under this Section 8(a). Client expressly
acknowledges and agrees that(i)Client is responsible for initiating changes to the Software
in the manner described in Exhibit C to reflect changes to its protocols to stay current with
accepted medical technology and practices and (ii) it is Client's sole responsibility to
arrange and pay for Support prior to the expiration of each annual term. Client covenants
to Responsoft that it will use only the then-current version of the Software, and Client
hereby agrees to indemnify and hold Responsoft harmless from and against all liabilities,
demands, suits, claims, damages, costs or expenses, including reasonable attorneys fees
and costs, arising out of or in connection with any incidents that may occur as a result of
failure to do so.
The provision of annual Support is an offer by Responsoft to extend this Agreement
until the next Update is made available,at the then current license terms. Responsoft may
from time to time,but is not required to,release interim updates to the Software in addition
to any annual Updates released. Payment for Support shall constitute a renewal of this
Agreement by Client, on the terms and conditions then existing,until such time as a future
Update is offered. Failure to pay for any offered Support within thirty(30)days after such
Support is offered shall constitute a refusal by Client to extend this Agreement, and the
Agreement shall be terminated. If the Agreement is terminated for failure to pay for
Support, Client's continued use of the Software shall obligate Client to indemnify
Responsoft in accordance with the last sentence of the immediately preceding paragraph.
(b) Termination by Client for Breach. Client may terminate this Agreement by
written notice to Responsoft if Responsoft materially breaches this Agreement and fails to
correct the breach within thirty(30)days following written notice specifying the breach.
(c) Termination by Responsoft for Breach. Responsoft may terminate this
Agreement or any Software license by written notice to Client if Client materially breaches
this Agreement and fails to correct the breach within thirty (30) days following written
notice specifying the breach.
(d) Effect of Termination. In the event of termination of this Agreement by
Client due to the material breach by Responsoft prior to acceptance or deemed acceptance
of the Software by Client, Responsoft shall immediately deliver to Client all Client
Property and information in Responsoft's possession relating to the Software. This
provision shall not limit or waive any other remedies that Client may have under law or
equity.
Termination of this Agreement or any license shall not limit either party from
pursuing other remedies available to it, including injunctive relief, nor shall such
termination relieve Client's obligation to pay any fees that have accrued or are otherwise
owed by Client to Responsoft.
(e) Survival.Notwithstanding any termination of this Agreement,the following
provisions shall survive for the period specified therein, if any: Section 4 (Ownership),
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Section 7 (Warranties), Section 8 (Term and Termination), Section 9 (Limited Liability),
Section 10 (Indemnification) and Section 12 (Miscellaneous).
9. Limited Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE
TO THE OTHER FOR LOST PROFITS, LOSS OF DATA OR FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL DAMAGES, EXEMPLARY OR
PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION HEREUNDER,
BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. IN NO EVENT
SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR DAMAGES FOR ANY
CAUSE WHATSOEVER IN AN AMOUNT IN EXCESS OF THE AMOUNT PAYABLE
TO RESPONSOFT UNDER THIS AGREEMENT IN THE IMMEDIATELY
PRECEDING TWELVE (12) MONTHS, EXCEPT FOR DAMAGES RELATING TO
BREACHES CONCERNING SECTION 10.
10. Indemnification. Responsoft agrees to indemnify and hold harmless Client
from and against any and all costs,claims,demands, losses,expenses and liabilities arising
out of or in connection with infringement of any third party's patent, copyright or trade
secret in the United States resulting from use of the Software by Client. Responsoft's
obligation under the preceding sentence is conditioned on (a) Client notifying Responsoft
promptly in writing of the claim, (b) Client giving Responsoft sole control of the defense
thereof and any related settlement negotiations,and(c)Client cooperating with Responsoft
in such defense.
Responsoft shall have no obligation to indemnify Client i£ (i) Client modifies or
alters or has someone other than Responsoft or its authorized contractors, alter or modify
the Software in a manner that gives rise to the infringement claims; (ii) the claim could
have been avoided by using an unaltered current version of the Software or Update which
was provided to Client; (iii)the claim is based upon any intellectual property, information,
design, specification, instruction, software, data or material not owned and/or created by
Responsoft or its agents; or (iv) the claim is based upon the combination of the Software
with any third party software,hardware,products or services.
If the Software becomes,or in Responsoft's opinion is likely to become,the subject
of an infringement claim,Responsoft may, at its option and election, either: (A)obtain the
rights for Client to continue to use the Software, (B) modify the Software so it is
noninfringing or replace the Software with a new version of the Software that does not
infringe upon such third party rights, provided, however, that any such modification or
replacement does not cause a material difference in the functionality of the Software, and
(C) terminate Client's right to use the Software and give Client a refund or credit for the
license fees actual paid by Client for the infringing component of the Software less a
reasonable allowance for the period of time Client used the Software. This Section 10 sets
forth Client's sole and exclusive remedy with respect to any actual or alleged infringement
related to the Software or this Agreement.
11. Publici1y. Client hereby gives Responsoft the right to use Client's name and
Client trademark,service mark,logo and any other symbol or abbreviation of the foregoing
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as a customer reference on its web site and for use in advertising, publicity or in other
promotional or marketing materials promoting Responsoft's products to other fire
departments, EMS providers, private ambulance services and critical care transport
services.
12. Miscellaneous.
(a) Independent Contractors. The relationship of the parties under this
Agreement is that of independent contractors, and neither party is an employee, agent,
partner or joint venturer of the other.
(b) Dispute Resolution.In the event of disagreement with respect to any aspect
of this Agreement,the parties agree to discuss in good faith to reach an amicable resolution
and to escalate such resolution process to the appropriate members of their respective
management organization with the power and authority to achieve a successful resolution.
(c) Notice. Unless otherwise stated, all notices required under this Agreement
shall be in writing and shall be considered given (i) upon personal delivery of the written
notice (ii) within forty-eight (48) hours after deposit in the U.S. Mail, certified return
receipt requested or (iii) one day after deposit with a nationally recognized overnight
courier and, in all cases, addressed to the appropriate relationship manager as set forth in
Exhibit A.
(d) Governing Law. This Agreement is made under and shall be construed in
accordance with the law of the State of Ohio, without reference to conflict of laws
principles.
(e) Severability. If any provision of this Agreement is held to be invalid or
unenforceable by a court of competent jurisdiction, then the remaining provisions will
nevertheless remain in full force and effect, and the parties will negotiate in good faith a
substitute, valid and enforceable provision which most nearly effects the parties' intent in
entering into this Agreement.
(f) Headings. The captions of and headings used in this Agreement are for
convenience of reference only and are not to be considered in any way as material terms or
be used to interpret the provisions of this Agreement.
(g) No Use Obligation. Except as expressly provided herein, Client may in its
sole discretion,decide whether or not to use the Software as it deems appropriate.
(h) Modifications. This Agreement may be modified only by a writing signed
by an authorized representative of each party.
(i) Waiver. Neither party's failure to exercise any of its rights hereunder shall
constitute or be deemed a waiver or forfeiture of any such rights.
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(j) Force Majcure. Nonperformance of either party will be excused to the
extent that performance is rendered impossible by strike, fire, flood, acts of terrorism,
governmental acts or orders or restrictions,or other similar reason where failure to perform
is beyond the control and not caused by the negligence of the non-performing party,
provided that the non-performing party gives prompt notice of such conditions to the other
party and makes all reasonable efforts to perform.
(k) Exhort Control. Each party agrees to comply with all applicable United
States laws and regulations governing the export of software.
(1) Entire Agreement. This Agreement and its exhibits represent the entire
agreement between the parties as to the matter set forth herein and supersede all prior
discussions or understandings between them.
(m) Exhibits. Each exhibit is incorporated by reference in full in this Agreement
wherever reference in this Agreement is made to the following:
Exhibit A-Designation of Relationship Managers
Exhibit B - Order Form
Exhibit C - Support and Maintenance Services
(n) Counterparts. This Agreement may be executed in counterparts and sent as
scanned documents, each of which shall be deemed an original.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed by their duly authorized officers to be effective as of the Effective Date.
City of Fort orth RESPONSOFT LLC
By: By: ._
Kevin Gunn, A istant City Manager Gordon Griggs, Presiden
Date: G/0n tor ,2020 Date: / ' "� , 2020
t
B. Stroh Assistant ty Attorney
Atte b - OFFICIAL RECOR0.
_ 10 CITY SECRETARY y
Nary J. S , City Secretary FT. WORTH,TX
EXHIBIT A
Designation of Relationship Managers
The relationship manager for Responsoft is: Gordon Griggs
PHONE: (614) 738-6579
E-MAIL: ggriggs@responsoft.com
The relationship manager for Client is:
PHONE:
E-MAIL:
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EXHIBIT B
Order Form
It is expressly agreed that the terms of the Agreement and this Order Form shall supersede the terms in
any Client purchase order or other ordering document. The Agreement and this Order Form shall also
supersede all terms of any unsigned or"shrink-wrap"or"click-wrap"license included in any package,
media or electronic version of Responsoft-furnished Software,and Software shall be licensed under the
terms of the Agreement, provided that the use limitations contained in an unsigned ordering document
shall be effective for the specified licenses.
l. Agreement Effective Date: January 15,2020
2. Licenses/Services Support:
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ITEM PRICE
---------------------------------------------------------------------------------------------------------------------
Software package $6,495.00 Base license fee*
$11,250.00 $250.00 per station unit price(45)
*Additional $750 for each protocol that exceeds 325 pages
These additional protocols are priced upon request:
• Tactical EMS protocols
• First Responder only protocols
• Critical Care protocols
• Hazardous Material protocols
• Pediatric special needs protocol(over 15 pages)
*Stated base license fee is subject to adjustment in future years for
new releases of the Software
$1ZZ4Q4 Total license fee
$2,661.75 Annual Maintenance Fee after the first year, inclusive of the first
22.5 hours of protocol changes (15%of the above total license fee)
3. Exclusions: Responsoft shall have no obligation to support:
A. Altered, damaged or substantially modified Software;
B. Software that is not the then-current release or a previous sequential release;
C. Errors caused by Client's gross negligence,hardware malfunction or other causes beyond the
reasonable control of Responsoft;
D. Software installed in a hardware or operating environment not supported by Responsoft; or
E. Software that is combined with third party-software not licensed through Responsoft.
B-1
4. Notice Addresses:
Client Contact: City of Fort Worth
IT Solutions Department-Finance
200 Texas Street
Fort Worth,TX 76102
Responsoft: Responsoft,LLC
PO Box 2085
Westerville, OH 43086
B-2
EXHIBIT C
Support and Maintenance Services
Responsoft will support changes in the Software for the first twelve (12) months
after acceptance or deemed acceptance of the Software through delivery of Updates at no
additional charge. Thereafter, Responsoft will support changes in the Software requested
by Client according to the following schedule of fees:
An annual maintenance fee shall be charged for Support in each calendar year that
is equal to fifteen percent(15%) of the then current total license fee outlined on Exhibit B,
as the same is adjusted to reflect increases in the base license fee that have occurred since
this Agreement was originally executed (the "Annual Maintenance Fee"). Upon request
Responsoft will quote Client the current Annual Maintenance Fee.
In return for the payment, in advance, of the Annual Maintenance Fee, Client shall
be entitled to the annual Updates that include changes to existing protocols, as requested
by Client, that can be made in twenty two and one half (22.5) hours of Responsoft's
professional time. At the time of Client's written request for changes, Responsoft will
estimate the number of hours necessary to make the protocol changes at the then current
time and materials rate. If more than the stated minimum number of hours will be required,
Responsoft shall obtain the client's written authorization (that may be obtained by email)
prior to making any changes.
Any changes to existing protocols must be submitted to Responsoft by email in
digital form by forwarding a PDF version of the existing protocol that contains suggested
changes. In Responsoft's sole discretion and only with permission given in advance by
Responsoft, limited changes may be submitted by facsimile or by e-mail. No verbal or
telephonic requests for protocol changes will be accepted at any time, and no changes to
existing protocols will be accepted in print or hard copy at any time. The timeline for
submitting changes to Client's existing protocols("Protocol Change Requests"or"PCRs")
and for executing the PCRs shall be as follows:
Phase 1:
Responsoft receives PCRs from Client. No changes will begin to be made until all PCRs
are received, and Client has authorized any changes over the stated minimum number of
hours.
Phase 2:
Responsoft actively makes physical changes to the existing protocols.
Phase 3:
Responsoft submits the revised protocols to Client for review, and Client is given a last
call to request any changes to conform the protocols to the PCR as submitted.
C-1
Phase 4:
Responsoft makes final Software edits for the approved revised protocols.
Phase 5:
Responsoft releases Software containing the final revised protocols to Client for its live
use.
If any PCR is received after Phase 3 has concluded and the minimum number of hours has
been equally or exceeded for that year,those changes will only be made at the then-current
time and materials hourly rate(which as of the date of this Agreement is currently$120.00
per hour).
Responsoft reserves the right to require advance payment for any work in excess of
the minimum number of hours provided as part of the Annual Maintenance Fee. Charges
for adding new protocols are specifically outside the Annual Maintenance Fee and must be
separately negotiated with Responsoft.
If no Support is purchased and paid in full at the time of initial license of the
Software,then(a)Responsoft shall not be liable to Client for any Upgrades,PRCs,support,
maintenance or content changes, and (b) PCRs requested will require license of the then-
current version of the Software at Responsoft's then current price.
C-2