Item C10 BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: February 19, 2014 Division: Emergency Services
Bulk Item: Yes X No_ Department: Fire Rescue
Staff Contact Person: Holly Pfiester 289-6088
AGENDA ITEM WORDING: Approval of 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 also links with the County's approved vendor of medical supplies
website to order additional inventory automatically as used.
ITEM BACKGROUND: The FY14 Budget was approved with the inclusion of$6,720 under
contractual service to EMS Technology Solutions, LLC for nine (9) Operative IQ licenses. To
implement the program fully, Fire Rescue needs an additional two (2) Operative IQ licenses for Station
10 (Sugarloaf) and Station 7 (KWIA) due to the addition of first response EMS (non-transporting) to
these stations at an incremental cost of$522 annually, for a total of eleven (11) licenses and a new total
contract cost of$7,242.00 per year after Year 1. Fire Rescue will attain these additional monies thru a
budget transfer from our cost center 11500 / account 530400 and cost center 63100/ account 530400.
PREVIOUS RELEVANT BOCC ACTION: At the January 16, 2013 meeting approval was given
by BOCC (item C11) and BOG (item G2)to enter into a Software License Agreement with EMS
Technology Solutions, LLC, for a 1"year initial cost of$10,199, paid for by the EMS award grant
from the Bureau of Emergency Services; subsequent years to be paid for from Fire Rescue budget with
an ongoing cost of$6,720 per year.
CONTRACT/AGREEMENT CHANGES: Amendment No. 1 increases number of licenses from
nine (9) to eleven(11) at an incremental cost of$522. It also changes the name of the attached
licensing agreement to Operative IQ Licensing Agreement, and adds new public records law language
required by F.S. 119.0701.
STAFF RECOMMENDATIONS: Approval
TOTAL COST FY14: $7,242 INDIRECT COST: BUDGETED: Yes X No
(Includes the $522 per year for two (2) additional licenses)
SOURCE OF FUNDS: Station 7 63100-530340 = $658
All Other Stations 11500-530340 = $6 584
REVENUE PRODUCING: Yes_ No X AMOUNT PER MONTH YEAR $7 242
APPROVED BY: County Atty OMB/Purchasing Risk Management PX
DOCUMENTATION: Included X Not Required—mm
DISPOSITION: AGENDA ITEM#
BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: EMS Technology Contract# Invoice 6490
Solutions, LLC Effective Date: 02/19/2014
Expiration Date: Automatically renews annually
Contract Purpose/Description:
Approval of Amendment No. 1 to the Software License Agreement with EMS Technology
Solutions, LLC,the provider of Operative IQ, for the purchase of two (2) additional
licenses,totaling eleven (11) licenses at a new contract cost of$7,242.00 (incremental
amount$522); amendment of attached licensing agreement to change name to "Operative
IQ Licensing Agreement" and to add language from F.S. 119.0701.
Contract Manager: Holly Pfiester 6088 Emergency Services/ Stop 14
(Name) (Ext.) (Department/Stop #)
for BOCC meeting on 02/19/2014 Agenda Deadline: 02/04/2014
CONTRACT COSTS
Total Current
Dollar Year 1 (EMS Grant): $ 10,199 Year $ 7,242
Value of Subsequent Years: $ 7,242/yr portion:
Contract:
Account Codes:
Budgeted? Yes® No ❑ Station 7 63100 - 530340= $658
All Other Stations 1 1500 - 530340 wa $6,584
Grant: $
County Match: $ _ _ _
ADDITIONAL COSTS
Estimated Ongoing Costs: $ 7,242 / ,year For:
,..,..maintenanc.,.,,,uo't-i—..,es,,,,,,..,,»,,.i—to, ,..�. l�..i—es,-,'—et,,,,..,,m.,,,.
utilities,janitorial,salaries,etc.)
CONTRACT REVIEW
Changes Date Out
Date In Needed ie
Division Director y Yes❑ No
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Risk Mana ement ,�.mwNr Yes No �� '�
g ❑ C ..
O.M.B./Pura using JBW Yes❑No ..
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County Attorney � � �Y � Yes❑ Nog"
o
Comments:
Amendment No. 1 to
EMS Technology Solutions Agreement
BOCC MEETING DATE: 2-19-2014
Monroe County Fire Rescue EJ Aufderheide
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.com
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 $3,480.00
$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 same.
James K. Callahan, Fire Chief Date
* Authorized Personnel Only- By executi this agreement I hereby certify I am an authorized agent of Monroe County
FA/�..
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 at
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. Force 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 parry'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
Customer's identity shall be kept anonymous. Neither parry will make any press release regarding this Agreement without the
other parry'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 IQ 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 term is defined in judicial or legislative interpretation.This Agreement
is the entire agreement between the parties with regard to the subject 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 if: (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,sent by 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#
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
11 INVENTORY MANAGEMENT LICENSE FEE 342.00 3,762.00
11 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.intuitbilipay.com/ambutrak
Total USD 7,242.00
Balance Due USD 7,242.00