VALLEY OAK SYSTEMS (AON) - 2007 - Laserfiche WebLink

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1-:Ci^..J'-0'7... :<~)'8~D1 O' _ptJS cP l(b.1\\\(~ l'",t A-2007-049 .".._-,.,,---~."- SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT ("MAINTENANCE AGREEMENT") THIS AGREEMENT, made and entered into this 2./F-fr day of Fe.&,...WlY,-\ ,2007 by and between V ALLEY OAK SYSTEMS, INC., a California corporation located at 5000 Executive Parkway, Suite #340, San Ramon, California 94583 (hereinafter "VaS"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California located at 20 Civic Center Plaza, M-30, Santa Ana, California 92701 (hereinafter "City"). RECITALS A. vas and City entered into Agreement A-1999-003, dated March 16, 1999, for installation, training and maintenance of the City's Personnel Services Agency workers' compensation liability claims software program. The Agreement was amended by the Parties to add services and increase compensation. Said Agreement and the First Amendment A-2002-035, dated April 5, 2002, Second Amendment A-2003-069, dated April 7, 2003 and Third Amendment A-2005-0n, dated April 4, 2005 (hereinafter collectively referred to as "said Agreement") are attached hereto as Exhibit A, and incorporated by this reference. B. City as the licensee of Software Products owned and developed by vas, desires to continue to utilize vas to provide upgrades, maintenance and support of the liability and claims software programs. C. In undertaking the performance of this Agreement, vas represents that it is knowledgeable in the field of workers compensation statutory and regulatory compliance and is able to provide upgrades, maintenance and support of both the workers' compensation and liability claims programs to keep it in compliance with statutory and regulatory changes, in a professional and timely manner. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows. I. MAINTENANCE AND SUPPORT SERVICE a. vas agrees to provide the technical support services necessary to remedy any operational difficulties attributable to those software products in the vas Claims Management System which have been licensed to City, as set forth in Exhibit A. b. vas agrees to provide unlimited phone support from 8.00 AM to 6.00 PM Pacific Time on weekdays except City holidays. c. vas agrees to provide periodic product updates and upgrades to the products listed in la. Upgrades and updates to the products shall include bug fixes, updating of custom check printing, standard product enhancements, and State of California Workers' Compensation and General Liability business rule updates and requirements. Software updates and upgrades shall include functionality of previous versions of software, including Bill Review, Employee and Check Reconciliation Interfaces. The frequency and timeliness of the updates and upgrades shall be reasonably based on the seriousness of bugs / problems reported by City and the lead time required for compliance with State ofCalifomiajurisdiction business rules. In all cases, vas shall provide compliance updates no later than ninety (90) days prior to the effective date of the legislation or regulation. Upon adequate notice of revised regulatory provisions, vas shall indemnify City for all fines and/or penalties imposed by State or Federal regulatory authority for delayed implementation of regulatory provisions. d. vas shall provide all patches necessary to be compliant with annual benefit rate changes no later than 90 days prior to the effective date oftlte rate change. Said patches include 1099 patches required for Federal reporting and California annual report data elements.