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HomeMy WebLinkAbout25G - AGMT - CLAIMS SOFTWAREMel • INN CITY COUNCIL MEETING DATE: OCTOBER 7, 2014 TITLE: AGREEMENT WITH VENTIV TECHNOLOGY, INC. FOR SOFTWARE MANAGEMENT OF CITY'S CLAIMS SYSTEMS {STRATEGIC PLAN NO. 7, 5 & 6} RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: rRIJ2061wel ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO 10/21/2014 Meeting not convened on 10/7/2014 FILE NUMBER due to unforeseen circumstances Approve and authorize the City Manager and Clerk of the Council to execute an agreement with Ventiv Technology, Inc., for the software required for the management of the City's workers' compensation and liability claims in an amount not to exceed $55,000 subject to non - substantive changes approved by the City Manager and City Attorney. The agreement includes a provision for a one -year renewal option exercisable by the City Manager and City Attorney in an amount not to exceed $55,000, a total of $110,000 for a two -year period. DISCUSSION The City self- administers its workers' compensation and tort liability claims. Management of these claims requires the use of proprietary software for the processing of payments, claim monitoring and compliance with reporting requirements. The City has utilized Ventiv Technology, Inc., (formerly AON eSolutions; formerly Valley Oak Systems, Inc.) since March 16, 1999. The agreement with Ventiv Technology, Inc., expires September 30, 2014. This agreement extends terms of agreement and amendments to September 30, 2016. The agreement renewal reaffirms the amount of annual maintenance fees and the hourly rate of professional services, data conversion, custom development and training. Escrow agent changes are also reflected. The term may be extended for up to one additional one -year period in an amount not to exceed $55,000 annually. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7 — Team Santa Ana, Objective #5 Promote the use of new technology to improve the delivery of services to staff and the community and 25G -1 Agreement with Ventiv Technology, Inc. October 7, 2014 Page 2 Objective #6, Provide a positive workplace environment that supports the health of its employees and celebrates its success and Goal. FISCAL IMPACT It is estimated that this agreement will result in an annual cost not to exceed $55,000. Funds are available in the affected departmental accounts Liability & Property Insurance: (account no. 08009051 - 62300) and Workers' Compensation (account no. 08209054 - 62300). APPROVED AS TO FUNDS AND ACCOUNTS: �1 Edward S. aye Francisco Gutierrez Executive Director Executive Director Personnel Services Agency Finance & Management Services Agency 25G -2 CONSULTANT AGREi EMENT THIS AGREEMENT, made and entered into this _____ day of October, 2014 by and between Ventiv Technology Inc. Pk/a Aon e8olutions, Ino., a California corporation, (hereinafter "Consultant "), 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 (hereinafter "City "). A. Consultant and City entered into Agreement A 1999 -003, Bated March 16, 1999, for the installation, training and maintenance of the City's Personnel Services Agency's workers' compensation liability claims software program. Subsequent agreements and extensions have provided the City with uninterrupted use of the Consultant's software program, B. City as the licensee of Software Products owned and developed by Consultant desires to continue to utilize Consultant to provide upgrades, maintenance and support of the liability and claims software programs, Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant 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: 1. SCOPE OF SERVICES Consultant shall provide services at the level as set forth lathe Ventiv Support Service Level, attached hereto as Exhibit B and incorporated herein by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified, in the Renewal Information sheet, attached hereto as Exhibit A and incorporated herein by reference. The total sum to be expended under this Agreement shall not exceed.. $55,000,00 per year during the initial term of this Agreement. It is hereby agreed that the compensation rate for this Maintenance Agreement during any extension period shall either be the same as the current year's rate or at an increase not to exceed five percent (5 %). b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not 25G -3 be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. This Agreement shall commence on October _ 2014 and terminate on September 30, 2016, unless terminated earlier . in accordance with Section 12, below.. The term of this Agreement may be extended for up to three (3) one -year periods upon a writing executed by the Consultant, City Manager and the City Attorney at the fee as set forth in Section 2, hereof. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer`s social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the perfonnance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. b. Professional liability (errors and "omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. 25G -4 c. The following requirements apply to the insurance to be provided by Consultant pursuant to this section- (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement, Ci i) Certificates of insurance shall be famished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. £ ifConsultant fails or refuses to produce or maintain the insurance required by this section or .fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant agrees to and shall indemnify, hold harmless and defend the City, its officers, agents; employees, consultants, special counsel, and representatives from and against alt third - party claims, demands, actions, losses, damages or expenses (including reasonable attorney's fees and court costs related to such defense) (collectively "Liabilities'"} arising out of or resulting from: (1) willful misconduct or gross negligence of Consultant under this Agreement; or (2) bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the negligence of Consultant, its personnel or agents in connection with the performance of the services hereunder. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY ITT If either party receives from the other party informations which due to the nature of such information is reasonably understood to be confidential and/or proprietary, the receiving party agrees that it shall not use or disclose such information of the disclosing party except in the performance of this Agreement, and fiarther agrees to exercise the same degree of care it uses to protect its own information of like importance; but in no event less than reasonable care. "Confidential Information" shrill include, all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party i s covered by this Agreement The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources, (b) is, through no fault of the receiving party disclosed in a publicly available source; (c) is in rightful possession of the receiving party without an obligation of confidentiality, (d) is required to be disclosed by operation of law; or (e) is independently developed by the receiving party Without reference to information disclosed by the disclosing party. 25G -5 Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which world conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified .mail, postage prepaid, or sent by telef icsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa tuna, CA 92702 -1988 Fax 714 - 647.6956 With Courtesy copies to: Personnel Services Agency City of Santa Ana 20 Civic Center Pla7a(M -41) P.C. Box 1988 Santa Ana, California 92702 Fax 714: 647- 6994 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714 -647 -6515 To Consultant: Ventiv Technology loco Attn: Doug Wilson Ventiv Technology Inc. 5000 Executive Parkway Suite 340 San Ramona, CA 94583 P: 770.30$.5425 F: 770308.5601 25G -6 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by teiefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant; and supersedes any and all other agreements; oral or written, between the parties. In the event of a conflict between the terns of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate neither Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been trade by any party, or anyone acting on behalf of any party, which is not embodied herein.. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, neither party may assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the other party and any such assignment, transfer, delegation or subcontract without the other party's prior written consent shall be considered null and void; provided, however, that either party hereto will have the right to assign this Agreement to another entity in connection with a reorganization, merger, consolidation, acquisitions or other restnicturing involving all or substantially all of the voting securities and/or assets of the assigning party upon written notice to the non - assigning, party. Nothing In this Agreement shall be construed to Inuit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel. 12. TERMINATION This Agreement may be terminated by either party upon thirty (3 p) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such data and in such case such work product shall be 25G -7 the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate, b. payment need not be made for work which falls to meet the standard of perfotniance specified in the Recitals of"this Agreement. In the event of termination by City, a- refund equal to the remaining prorated Maintenance Agreement price (i,e.: Maintenance Agreement price paid by City divided by 12 times the number of remaining months) shall be paid to City by Consultant within 60 days. t r Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or Other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state andloeal laws and regulations. Ibis Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions tiecessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Aiwa and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals; waivers, and exemptions. Said inability shall be cause for termination of this Agreement, 16. MISCELLANEOUS PROVISIONS a Each undersigned represents and warrants that its signature herein below has the power, autbority and right to bind their respective parties to each of the terms ofthis Agreement, and each party shall indemnify the other party frilly, including reasonable costs and attorney's fees, for any injuries or damages to a party in the event that such authority or power is riot, in fact, held by the signatory or is withdrawn, b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 25G -8 11,1711 i at MUMM1101,051 Ig e' a M 0 RI ail i' .01� -d.. ° l s IMMO 25G -9 Glob*DOqs a Mmin Tax M# 68- 0331359 Renewal Information Sheet Included Modules and Interfaces: Workers' Compensation Module General Liability Module Check Printing Module Employee Interface Bill Review Interface CA Commutation Calculator CMS Module S user licenses 25G -10 Support Service Level 1. Definitions. 1.1 "Business flours" means the hours of g:QOatn to 9;00pm Eastern Time on all Business Days. 1.2 "Customer's Support Contacts" has the meaning set firth in Section b of this hedule V, , 1.3 "Error" means a material failure of the applicable Software to conform to.the tlructional specifications described in its Documentation. 1.4 "Error Corrections" means any modification, workaround, or routine intended to correct the practical adverse effect of an Error.. 1.3 "Follow-up Frequency" means the frequency of time that a support consultant will update the customer (electronically or otherwise) on the progress of commercially reasonable effem to resolve an issue. 1.6 "Release" means a modification of the Software, normally denoted with a new number to the immediate right or left of the decimal, which contains new features and functionality. Release does not include now products or modules of the Sofhvate for which Ventiv generally charges its customers an additional license or subscription fee. W "Response Time" means the amount of time from when the customer .properly reports an issue until s support consultant acknowledges receipt (electronically or otherwise) and initiates troubleshooting to resolve. 1.8 "Resolution 4,eal" means. the amount of time that is set as a goal to resolve an incident, Commercially reasonable efforts will be used to meet this goal. 1.9 "Severity Level' means the impact level assigned to an issue based on the level of service degradation or loss of functionality. 1.19" latches° means a change to the Software that may include patches, fixes, minor updates and Error Corrections, which Ventiv generally provides to its customers who receive customer support services, 2, Su20 Generally. 2.1 Ventiv will provide one or more reasonable means of communication to allow Customer's Support Contacts to contact Ventiv for assistance, in resolving problems with the Software C%elp Desk') in accordance with and during the hours of operation more specifically set forth in this Schgdu a C. The Help Desk will allow communication inaccordance with the table set forth in Section 7 below. 2.2 Because Customer has no rights in the source code version of the Software, and may only use the object code version of the Software, Customer may only maintain the Software at be administrative level and then only in a manner that will not cause corruption of the code. Customer is prohibited from attempting to support the Software (either itself or through a third party) in any way that would require access to the source code of the Software or would require any reverse engineering, reverse assembly or disassembly of the Software. Verily currently is the only entity authorized to support the Software at the code level and does not provide any of its customers the right to seem the source code in order to support the Software. 2.3 Ventiv will provide Customer Support Services for the "current release and "previous release" (major or minor). The ^end -of life" ("EOV) release will be eligible for emergency, externaldlriven interface changes with less than three (3) months' notice and defect resolution for issues of severity I — 3 to allow Customer to upgrade from the "EOL release" to either the "current release,' or the "previous release." 3. SuRpor# an ¢ l4aintanance. 3.1 Servk;es. Subject to the timely payment of the applicable Subscription pees set forth in the Order Pone, Ventiv, will provide the level of support identified herein in accordance with the support descriptions set forth below. Ventiv will notify (electronically or otherwise) Customer of any changes to such support - 25G -11 descriptions in each subsequent, renewal, as applicable. No other.maintenance or support for the Software is included in this Agreement. 3.2 Fear. Subscription Pees will be due and payable in acoordatico with this Agreement, Subscription pees are mars - refundable, once:paid to Ventiv: 4. rr rrec ions and a c 9.t As a part of the Customer Support Services, Ventiv will use commercially reasonable efforts to provide Error Corrections for all verifiable and reproducible Errors in the Saftwa€e in accordance with the Agreement and this Schedule 4.2 Asa part of the Customer Support Services, Ventiv will provide patches to the Software that Ventiv makes generally available to its customers who receive support services. 3. Now Recesses 5.l As a park of the Customer Support Services, Vent€v will provide to Customer new Releases of the Software as and when developed, except for new products or modules for which Ventiv generally charges a separate license or subscription fee, Ventiv is not obligated to develop new Releases ofthe Software„ 54 Ventiv will provide Customer, as part of the Customer Support Services, with new Releases created by Ventiv as a result of a change in law or new law that directly applies to existing functionality within the Software currently offered by Ventiv. As an accommodation and not as provision of legal advlec, Ventiv will take commercially reasonable offlarts to promptly notify Customer in writing upon becoming aware of any material changes to any applicable law or governmental regulations that may cause the current Release of the Software not to conform to such law or regulations. Notwithstanding the foregoing, in the event that the required modifications to the Software (€) would require a material ro- architecture or other significant product re- design, (ii) would require Ventiv, to obtain data which is either unavailable, or, which is only available at a material cost, or (if!) would otherwise require Ventiv to incur material expenditures (as measured against the fees charged tinder this Agreement), and Ventiv is not otherwise making such modifications for its other customers, then Ventiv may cease providing the affected Software in the affected jurisdiction. Customer is strongly encouraged to consult with its own attorneys and other advisors as to legal requirements in effec€ from time to time, 5.3 In the event that Ventiv intends to withdraw any Software from general availability for any reason whatsoever, Ventiv will provide Customer at Ieast six (6) months prior written notice of such withdrawal: 6.1 Ventiv provides unlit €es, scripts and documentation to enable self - hosted Customers to upgrade their own test and production environments. Ventiv hosted Customers arc entitled to one (l) test and one (1) production non- compliance related upgrade per year, included in their Subscription Fee. 6.2 if the upgrade request is outside of the scope of this Agreement as indicated in Sections 6.1 through 6.2 above, Ventiv wit l notify the Customer to that effect and reserves the right to charge Customer at Vastly's then current standard hourly rates, For which customer agrees to pay Ventiv promptly upon receiving an invoice. The following are examples of upgrade requests that are available from Wally: (a) Customer requested test refresh dauabase from production data in addition to the one refresh per year (Ventiv hosted Customers only); (b) additional upgrades in test or production environments required by the Customer through no fault of Ventiv; (c) upgrade or upgrade activities requested during non- business hours; (d) request for Ventiv to perform the test and/or production upgrades for self-hosted Customers. 7. Limilattong. 7.1 Ventiv is under no obligation to provide Customer Support Services with respect to: (a) Software that has been altered or modified by Customer or any third party,, (b) Software used on a system that does not meet 10 T..., 25G -12 the minimum hardware; software, operating system, mobile devise, and other system and configuration requirements set forth In the Documentation or provided by Ventiv; and (c) any software not both supplied by Ventiv and identified on an Order Form. 7.2 Customer Support Services does not Include researching Customer requests, researching and fixing anomalies caused by other vendors, making changes resulting from internal Customer business practices, enhancing system configuration and other similar tasks that are requested or required, but are outside of VendVs control. Causes or errors that are not a truretabie to Ventiv (and therefore would also be considered Additional Services) iimelnde, but are not limited to, the following: (I) accident: unusual physical, electrical or electromnguetic stress; new ect; misuse; failure or fluctuation of electric power, air conditioning or humidity control; excessive heating; fire and stroke damage; or Causes other than ordinary use; (if) use of the Software on equipment or rotation media other than the equipment for which such software was designed and licensed for use on; (iii) interconnection, interfacing or operation of the Software with other software products not supplied by Ventiv; cv) operation of the Software with other media, hardware, software or telecommunication interfaces not meeting or not maintained in accordance with the manufacturer's or onvironmetgal or Ventiv's specifications; (v) improper installation by the Customer or use of the Software that deviates froth any operating procedures established by Ventiv 'In the applicable Documentation or in environmental or taanufactimerspecifications, for example, virtual machine configuration; (vi) modification, customization, alteration or addition or attempted modification, customization, alteration or addition of the Software undertaken by the oustomer or its agents, assigns, contractors, employees or other's under the oustomer's control (vii) software programs made by Customer or other parties unless specifically covered in a Statement of Work between the Customer and Ventiv; (viii) Customer's failure to httplementcurrrent versions of the Software that are issued under this Agreement; (ix) introduetion of data into any database used by the Software by any means other than the use of the Software; (x) failure by Customer to respond to any action plates provided by Ventiv pursuant to a support call by Customer; (A) improper or incomplete 12EE app €ication server administration, or (Al) improper or incomplete database administration. 7.3 If Ventiv has created a third party interface ( "Third Party Interface ") to one of Customer's third parry products provided by another vendor ("Third Party Product") and such vendor modifies the Third Party Product causing the Third Party Interface to stop functioning properly, then the services required to modify the Third Party Interface as a result of the changes to the Third Party Product are considered outside the scope of Customer Support Services and would incur additional fees in accordance with Section 14 below: Services required to resolve any Customer.Cteated Error are outside the scope of Customer Support Services and would Incur additional fees in accordance with Section 5.4 below. 7.4 if a problem reported is outside the scope of this Agreement as indicated in Sections 5.1 through 53 above, Vastly will notify Customer to that effect and reserves the right to charge Customer at Vontiv's then current standard hourly rates, for 'which Customer agrees to pay Ventiv promptly upon teoClving an invoice, Certain requests, such as building custom modules, database objects, reports, utilities or other complex projects {"Additional ServkeC) may also incur additional fees beyond those associated. with Customer Support Services and will be detailed in anew Order Form and Statement of Work agreed between the parties and subject to the terms and Conditions of this Agreement. The following are examples of Additional Support Services that are available from Ventiv: (I) add -on data conversions; (it) implementation for any optional saitware modules; (iii) supplemental training; (iv) custom reports — defining, creating, testing or troubleshooting (Ventiv will help with "how do I add a table, column, field, etc," in Report Designer, but Ventiv will require a Statement of Work to help troubleshoot or clean up a modified or custom report (unless the custom report is specifically under maintenance; for example: "l tried to add to or modify my oustom report and now my auistanding indemnity figures are incorrect )); (v) IVOS upgrades during non - business hours; (vi) security configuration consulting or setup; (vii) data conversion Issues once hansitioned from implementation to support; (viii) Ventiv database changes, such as organization changes, combining insureds, reference table changes, eta; (ix) corrections to Customer's data, including, but not limited to, data modification for purposes of exportinglimpotting tolfrom the Ventiv database; (x) database administration sorvices (iVOS self - hosted only); (xi) M-Ei application administration (MOS self-hosted only); fXH) backup and recovery consulting (iVOS selfihosted only); (xiii) performance troubleshooting outside of the application; (xiv) any hardware or software problems beyond the control of Ventiv; (xv) network changes and network performance problems (xvi) support and maintenance of custom modules that are not covered under the Customer Support Services; '(xvii) custom enhancements, thr example: new check printing functionality or custom- scored procedures (e g„ p examiner), and (xix) for IVOS interfaces: (a) installation and configuration of any interface Software on hardware external to the Software server, (b) training on interfaces; (e) Customerinitiated changes to the interface specification (note that Ventiv reserves the tight to modify the interface specification for future enhancements); (d) Customer changes to systems external to Ventiv that result in any failures or performance problems with the Interface; or (e) bugs In a Customer's computer softwaro and hardware that result In interface operational failure. 75 The following types of requests will incur additional fees: (i (ii) performnnco troubleshooting outside of 0ue application; (iii) any hardware or software problems beyond the control of Ventiv; (iv) Customer network changes and network perfomance problems, (v) training questions; and (vi) documentation requests for documents available out the portal or online help. 74 Support is delivered in English only, unless Customer is in a location where Ventiv has made localized support available. $. Cttstagteg Citrliatloas. Customer will be responsible for the following: (a) reporting errors promptly; (b) providing sufficient information for Ventty to duplicate the circumstances of a reported Software defect or duplicate the error, as described in rte Specifications, so Ventiv can duplicate the error, assess file situation, and/or undertake any needed or appropriate maintenance action hereunder; (o) designating two (2) members of Its technical staff trained on the iVOS product to serve as Customer's sole representatives to contact 'Ventiv with maintenance issues ( "Customer's Support ComaeWT and (d) carrying out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures (or revisions, upgrades, enhancements, etc.) have been received from Ventiv. 9, Ritipiles Ventiv provides services through its Helpdask asset forth in the table below �!tQimr� `g5f� . Sttlllubrf p�sozdpiiusn � t7ai. k�olusshns Toll Free Hours available for live Monday - Friday Live Phone Support phone support 9:OOam — 9.00 pm EST Ventiv Holidays (US) Emergency after normal Emergency after -hours Business Hours on-call Support support (24 hours a day, 7 MUMS days a week - Severity I issues onl E -mail Support Ability to contact Support 1esponse will be end of Use live or emergency for throe e-mail next Business Dg Sevek I Self -Service Portal Online access to ticketing Response will be end of Use live or eitiorgency for Severity I system to report so Incident. next business Day PI - 24 x 7 through Vantly supliort toll frce tale hone number: 1- 800.980 »9460 P2 = 24 hours per da durina the five 5 business days and tnrou h day), excluding Ventiv holidays. P3 c During standard business hours (8;00 am to 9;00 pm) during the five (5) business days (Monday through Friday), excluding Ventiv holidays, P4 = Monday through Friday by region (North America, APAC and EMEA) during standard business hours (8:00 ant to 9.00 an exctudin Ventiv holida s, 12 10. [at ident R oamse fRr 8 uaefioaatifr oS the 3oStware. The Software is designod and configured to meet minimal functionality standards as described in the Documentation and the Statement of Work, The following table illustrates the response level and resolution goal for loss of functionality of the Software. 3evetlty Classilltpiton $gesllcr#ption ..: Tuff n 1LosPo ... IYme koiitaW i+ ue PLOW nrivarataf PI Critical a Ventiv Software is completely 30 minutes during Every 66 minutes ; B Business Hours , inaccessible or the majority of its critical Business Hours , during Business . functionality is unusable and no work Hours. After hours, around exists, update frequency will be mutually agreed upon. P2 -Major a One or more key futures of Ventiv 60 minutes during . One Daily Update 5 Business hays c Software is unusable and no work around Business Hours sent during by next schedule exists, Business Hours. maintenance window; whicheva is less Pi - Minor Non- critical functionality is down or I Business Day As Agreed As Agreed impaired • Hoes not have significant .current . production impact perfotmance is degraded P4 — General . How to, training items, requests for 5 Business Days As Alp=d . As Agreed Request general information e Enhancement requests 11. Customer ®btig}uions. Customer must make at least one of its two Customer Support Contacts available to work with the assigned Ventiv support resources) for all p I and P2 issues. If Customer's Support Contacts are unavailable to work with Ventiv, then the issue will be towered to a P3 issue, If su Issue Is considered Pl, customer most call the Helpdesk 12. Defect Rasoluffon. Should Ventiv, in its sole judgment, deter ai tie that there is a defect is the Software, it will, at its sole discretion, repair such defect in the version of the Software that Customer is currently Using or Instruct Customer to install a newer version of the Software with such defect repaired. Ventiv reserves die right to provlde Customer with a work around in lieu of fixing a defect should it, in its sale judgment, determine that it is more effective to do so. 13. Escalation bevels. 13 25G -15 $cYkk trite fiscalatius9B6fW #hdnfi9rtw109 # efrenes rt - critical I Stata2 P2 — Major P3 -- minor State 3 State t 14 25G -16 2 Business Hours 8 Business Hours 4 Business Hours 8 ,Business Hours