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1st Amendment 02/19/2014 . 3CAN IEO AMY HEAVILIN, CPA CLERK OF CIRCUIT COURT & COMPTROLLER MONROE COUNTY,FLORIDA dal 3 DATE: March 25, 2014 TO: Chief James Callahan ATTN: Darice Horachek i FROM: Vitia Fernandez, D.C At the February 19, 2014 Board of ounty Commissioner's meeting the Board granted approval and authorized execution of Item CI Amendment No. 1 to the Software License Agreement with EMS Technology Solutions, LLC, the provider of Operative IQ (formerly known as Ambutrak), for the purchase of two (2) additional licenses, and approval for the Fire Chief to sign amendment documents as needed to complete transaction. Operative IQ is the web-based tracking system used by Fire Rescue for -------------asset management; it links with the County's approved vendor of medical supplies website to order additional inventory automatically as used. Attached is an electronic copy of the above-mentioned for your handling. Should you have any questions,please feel free to contact our office. CC: County Attorney Finance File 500 Whitehead Street Suite 101,PO Box 1980,Key West,FL 33040 Phone::305-295-3130 Fax:305-295-3663 3117 Overseas Highway,Marathon,FL 33050 Phone:305-289-6027 Fax:305-289-6025 88820 Overseas Highway,Plantation Key,FL 33070 Phone:852-7145 Fax:305-852-7146 Amendment No. 1 to EMS Technology Solutions Agreement BOCC MEETING DATE: 2-19-2014 Monroe County Fire Rescue EJ Aufderhelde 490 63rd St EMS Technology Solutions, LLC Suite 160 3760 Tramore Pointe Pkwy Marathon, FL 33050 Austell, GA 30106 (305) 289-6047 (404) 423-2541 ej©operativeiq.corn EMS Technology Solutions, LLC provides Operative IQ Inventory, Asset and Fleet Management sole-source software as a service to Ambulance Services, Fire Departments, EMS Agencies, and Hospitals. This agreement is being provided to you based on our assessment of your operational requirements. Additional services and equipment may be quoted at any time. Signed Agreements can be faxed to 404-424-9401. Attn: EJ Aufderheide The purpose of this document is to serve as the First Amendment to the EMS Technology Solutions Agreement between the parties dated January 16, 2013. The following item is removed from the Agreement: Licenses License Cost Extended AmbuTrak License Fee (Annual) 9.0 $360.00 $3,240.00 Fleet Management License Included No Charge (Annual) 9.0 $ 0.00 $ 0.00 Fleet Management License (Annual) 29.0 $120.00 S3.480.00 $6,720.00 The following item is added: Licenses License Cost Extended Inventory &Asset Management License (Annual) 11.0 $342.00 $3,762.00 Fleet Management License Included No Charge (Annual) 11.0 $ 0.00 $ 0.00 Fleet Management License (Annual) 29.0 $120.00 $3,480.00 $7,242.00 The net increase to cost is $522.00. In addition, the AmbuTrak Licensing Agreement, previously attached to the Agreement, is replaced in its entirety with the Operative IQ Licensing Agreement, attached hereto and incorporated by reference. In all other respects, the agreement between the parties dated January 16, 2013 remains the s me. etnr-esscr7C/171- —it/ye James Mahan, Fire Chief Date * Authorized Personnel Only- By executi this agreement I hereby certify I am an authorized agent of Monroe County EMS Technology Solutions, LLC Printed Name Date Page 1 of 4 Page Agreement Operative IQ Licensing Agreement Page 2 of 4 1. Scope:EMS Technology Solutions will provide Customer full access to the Operative IQ management software as outlined in the Operative IQ Software as a Service Specifications document. The terms and conditions below represent the terms and conditions under which EMS Technology Solutions will grant licenses to Customer for the use of Operative IQ management software.Unless terminated earlier in accordance with the terms and conditions herein,this Agreement shall begin on the Effective Date and continue until terminated in accordance with Section 12.This agreement is subject to annual appropriation by the Monroe County Board of Commissioners. 2. Grant of Exclusive License: Subject to the terms and conditions of this Agreement,EMS Technology Solutions hereby grants to Customer an irrevocable license to the Product during the Term(the"License"). 3. Licensing Fee:The fee and Contract Term for each License shall be as specified on the included Quote,payable as of the respective Term.Setup,training and equipment fees are due upon execution of this agreement. The initial Licensing Fee is due within 30 days following software installation. The number of licenses issued under this Agreement is 38 Licenses as specified in the included Quote. Licenses may be increased or decreased without penalty. The minimum Licenses allowable are five. 4. Equipment:Customer may purchase equipment including Barcode Printers,Barcode Scanners, PC Mobile Scanners and Consumables as needed to operate the software at the prices specified on the included Equipment Price Guide. Equipment shall be payable at the time of purchase. EMS Technology Solution is an authorized reseller of Psion Teklogix, Data Logix and Cognitive devices. 5. Set Up and Training: Initial Set up and Training of the Product shall be performed by the EMS Technology Solutions as outlined in the Operative IQ Software as a Service Specifications document at the price specified on the Quote. Ongoing training includes online administrator training and assistance with setting up crew members,assets, supply parts,cabinets and units. Onsite training may be provided for a fee of$1,000 per day,inclusive of travel expense. 6. Technical Support: EMS Technology Solutions will provide application hosting as well as database management services for the Products on our high performance application servers. EMS Technology Solutions will provide technical and non technical support as part of the License Fee. Maintenance upgrades to the Products that are relevant to all Customers will be provided al no additional charge. 7. Data Backup: Daily backup and storage of Customers data will be provided as part of the License Fee. Access to the data backup can be provided via secure FTP upon request. The access will require Customer to pull the data to their local server as there is no process to push data on a schedule. EMS Technology Solutions may restrict access to transferring these files to non peak hours to avoid any potential service interruptions for other customers. Ownership of the data remains under the jurisdiction of the Customer. 8. Warranties: Products licensed by EMS Technology Solutions and Equipment carry only those warranties made for them by their manufacturers.The duration of the warranty shall extend for the length of time set by the manufacturer.There are no other expressed or implied warranties, including any warranty of merchantability or fitness for a particular purpose. EMS Technology Solutions sole obligation and Customers exclusive remedy for breach of any warranty shall be,at EMS Technology Solutions option,to repair or replace the Product. EMS Technology Solutions shall not be liable for punitive,special,proximate,incidental, consequential,or exemplary damages. Notwithstanding this Warranty,Customer shall be responsible for all regular service and maintenance of Products and Equipment. In no event will EMS Technology Solutions be liable for any damages or nonconformity of Products and Equipment to the extent caused either directly or indirectly by Customer or its designated representatives, employees,contractors,or agents. 9. Farce Majeure: In the event that either Party is prevented from performing or is unable to perform any of its obligations under this Agreement(other than payment of amounts due hereunder)due to any Act of God,fire, casualty,flood,war, strike, lockout, epidemic,destruction of facilities,riot, insurrection,or any other cause beyond the reasonable control of the Party invoking this Section,such party's performance shall be excused and the time for the performance shall be extended for the period of the delay or inability to perform due to such occurrences. 10. Confidentiality:EMS Technology Solutions may use certain Customer information as input data in a database where Customers identity shall be kept anonymous. Neither party will make any press release regarding this Agreement without the other party's prior written consent except as required under applicable law or by any governmental agency. Customer shall maintain the confidentiality of all source materials and other sensitive information regarding software functionality. Operative 10 Licensing Agreement Page 3 of 4 11. Miscellaneous: Both Parties shall comply with all laws, rules,and regulations applicable to this Agreement.All purchases under this Agreement are for Customers"own use"as such tens is defined in judicial or legislative interpretation.This Agreement is the entire agreement between the parties with regard to the subjed matter of this Agreement.No amendment of the terms of this Agreement will be binding on either party unless reduced to writing and signed by an authorized employee of the party to be bound. All invoices will be paid in accordance with the Florida Local Government Prompt Payment Act 12. Termination:Generally this Agreement shall terminate upon the earlier of(a)30 days notice given by either Party to the other or(b)the date that the license fee due hereunder is not timely paid,and such non-payment is not cured within 90-days from the due date.Notwithstanding the foregoing, however,each Party reserves the right to terminate the Agreement it (a)the other Party ceases to function as a going concern in the normal course of business;(b)the other Party commits or suffers any act of bankruptcy or insolvency. If the Agreement for service is terminated for any reason,Customer will be provided access to a backup of their data. EMS Technology Solutions will retain a copy of Customers data for up to one year from date of termination. 13. Relationship of Parties: Each Party is an independent contractor of the other.Neither Party shall be the legal agent of the other for any purpose whatsoever and therefore has no right or authority to make or underwrite any promise,warranty,or representation,to execute any Agreement,or otherwise to assume any obligation or responsibility in the name of or on behalf of the other party,except to the extent specifically authorized in writing by the other Party. 14. Assignment.This Agreement and the rights and obligations hereunder shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns;provided that no Assignment, sale or other assignment of this Agreement can occur unless either(a)the transfer occurs by way of merger,reorganization,consolidation,amalgamation, or as part of a transfer of all or substantially all of the assigning party's assets,or(b)then non-transferring Party consents in writing to the transfer.In the event of such a transfer,the transferring Party agrees to secure consent from the transferee that it will assume and perform all obligations of the transferring Party under this Agreement.Customer or EMS Technology Solutions shall give the other written notice of any anticipated assignment of the Agreement as soon as administratively practicable after such information may first be made public. 15. Notices:All notices or other communications that are required or permitted hereunder shall be in writing and delivered personally,sentby facsimile(and such facsimile must be promptly confirmed by personal delivery,registered or certified mail or overnight courier as provided herein),sent by nationally-recognized overnight courier or sent by registered or certified mail, postage prepaid, return receipt requested,to the addresses first specified hereinabove,or to such other address as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance herewith,to the attention of the Chief Executive Officer. 16. Headings:The headings of this Agreement are for convenience only and shall not affect the meaning of the terms of this Agreement. 17. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. 18. Severability: If any provision of this Agreement is held to be illegal,invalid or unenforceable under any present or future law, and if the rights or obligations of either Party under this Agreement will not be materially and adversely affected thereby such provision shall be fully severable and the remaining provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by applicable law,each Party hereby waives any provision of law that would render any provision prohibited or unenforceable in any respect. 19. Waiver:The failure of either Party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other Party. 20. Counterparts:This Agreement may be executed in two or more counterparts,each of which shall be deemed an original,but all of which together shall constitute one and the same instrument. 21. Customers site will be encrypted per customers request. Operative IQ Licensing Agreement Page 4 of 4 22. Pursuant to F.S. 119.0701,Contractor and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: (a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in order to perform the service. (b) Provide the public with access to public records on the terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes,Chapter 119 or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer,at no cost,to Monroe County all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.All records stored electronically must be provided to Monroe County in a format that is compatible with the information technology systems of Monroe County. Acceptance of Agreement: IN WITNESS WHEREOF,the person signing above represents and warrants that she or he has the authority to bind Monroe County Fire Rescue and execute the terms of this agreement. EMS TECHNOLOGY SOLUTIONS, LLC Invoice 3760 TRAMORE POINTE PKWY. AUSTELL, GA 30106 Date Invoice p 2/19/2014 6490 Bill TO Remit To MONROE COUNTY FIRE RESCUE ATTN:ACCOUNTS PAYABLE EMS Technology Solutions 490 63RD ST SUITE 160 3760 Tramore Pointe Pkwy. MARATHON,FL 33050 Austell,GA 30106 (404)423-2541 P.O.Number Terms Due Date 00043892 Net 30 3/21/2014 Quantity Description Rate Amount II INVENTORY MANAGEMENT LICENSE FEE 342.00 3,762.00 II FLEET MANAGEMENT LICENSE FEE 0.00 0.00 29 FLEET MANAGEMENT LICENSE FEE(ADD ON) 120.00 3,480.00 Sales Tax 0.00% 0.00 Pay your bills online at: https://www.intuitbillpay.comiambutrak Total USD 7,242.00 Balance Due USD 7,242.00