HomeMy WebLinkAboutAgenda Report - June 7, 2017 C-12TM
CITY OF LODI
COUNCIL, COMMUNICATION
AGENDA ITEM
G 12
AGENDA TITLE: Adopt Resolution Authorizing the City Manager to Sign the Software License and
Support Agreement with American Medical Response West for MEDS (Multi -EMS
Data System)
MEETING DATE: June 7, 2017
PREPARED BY: Fire Chief
RECOMMENDED ACTION:
Adopt a resolution authorizing the City Manager to sign the software
license and support agreement with American Medical Response
West (AMR) for MEDS (Multi -EMS Data System).
BACKGROUND INFORMATION:In 2015, the California State Legislature enacted AB 1129,
requiring all prehospital emergency medical care providers to
collect and submit data to the local Emergency Medical Services
(EMS) agency using an electronic health record system that exports data in a format that is required
by the local EMS agency.
Accordingly, the San Joaquin County EMS Agency (SJCEMSA) is in the process of drafting a policy
to implement the provisions of AB 1129, with a projected implementation date of July 1, 2017. As
required by statute all ePCR systems must be capable integrating with and submitting data to the
SJCEMSA's data system (Exhibit A).
AMR will provide license and support as set forth in Exhibit B. The term of the agreement is an
evergreen contract with a one-time opt -in cost and a service per year of $1.00 per call for the lifetime of
the agreement, unless earlier terminated or renewed in accordance with the provision of the agreement.
The initial configuration, start-up and training is $7,012.50 and estimate of travel expense per installation
is $3,000. Custom reporting and integration development hourly rate is $150.00. Staff estimates 3,000
calls for the first year of service at a cost of $3,000 (assuming $1.00/call and 3,000 call estimated
annually). State regulatory reporting, basic report package and maintenance is included in the license
fee.
Staff recommends that the City Council authorize the City Manager to sign the agreement.
FISCAL IMPACT: The one-time opt -in cost is estimated to be at a minimum of
$10,012.50 but will not exceed $14,000. Ongoing costs include
$1.00 per call for the lifetime of the agreement. Staff estimates
approximately 3,000 calls annually. All costs for this contract will be paid from the General Fund.
APPROVED:
iiii►r!ti i'gh
- -n Schwa■.. , City Manager
FUNDING AVAILABLE Funding for this project is included in the proposed 2017-18 budgets
as follows:
General Fund Fire — 10040001.72369 — Software Licensing - $14,000.00 (FY 2017-18)
General Fund Fire — 10040001.72369 — Annual cost for calls - $3,000.00 (FY 2017-18)
Andrew Keys, Deputy City Manager
Larry Rooney, Fire h
SOFTWARE LICENSE AND SUPPORT AGREEMENT
Between
City of Lodi Fire Department
and
American Medical Response West
THIS AGREEMENT is made this day July 1, 2017 (the "Effective Date"), by and between City of Lodi, a municipal corporation
("Licensee"), and American Medical Response West, a California Corporation ("AMR"). Licensee desires to license from AMR
certain software products and related documentation as described in such written Schedules (as defined below) as may be agreed
upon by the parties in accordance with the terms of this Agreement, and AMR desires to license to Licensee such software products
and related documentation. The license arrangement may, but need not, include installation and implementation of one or more
computer programs, creation or provision of related printed material, as well as other development, support and maintenance
services, all as may be described in appropriate Schedules to this Agreement.
Agreement
In consideration of the foregoing Recitals (which
are incorporated herein) and the mutual covenants and
agreements contained herein, the parties hereto agree as
follows:
1. Definitions.
The following terms, when used in this Agreement,
shall have the following meanings:
1.1 Agreement. "Agreement" shall mean this
document and all exhibits referenced herein and
attached hereto, and any and all Schedules entered into
hereunder.
1.2 Annual Maintenance Fee. "Annual
Maintenance Fee" shall mean the annual maintenance
fee for the Licensed Products, if any.
1.3 Confidential Information. "Confidential
Information" shall mean, with respect to a party hereto,
all information or material which: (i) gives that party
some competitive business advantage or the opportunity
of obtaining such advantage, or the disclosure of which
could be detrimental to the interests of that party; and
(ii) which is (A) marked "Confidential," "Restricted," or
"Proprietary Information" or other similar marking,
(B) known by the parties to be considered confidential
or proprietary, or (C) which should be known or
understood to be confidential or proprietary by an
individual exercising reasonable commercial judgment
in the circumstances. Confidential Information does not
include information to the extent that such information:
(i) is or becomes generally known to the public by any
means other than a breach of the obligations of a
receiving party hereunder; (ii) was previously known to
the receiving party as evidenced by its written records;
(iii) is rightly received by the receiving party from a
third party who is not under an obligation of
confidentiality; or (iv) is independently developed by
the receiving party without reference to or use of the
other party's Confidential Information.
1.4 Defect. "Defect" means the failure of the
Licensed Products to perform in all material respects
in accordance with the Documentation or to perform in
all material respects in accordance with such other
warranties, descriptions and specifications as may be set
forth herein or in a Schedule hereto.
1.5 Documentation. "Documentation" shall
mean any and all written or electronic documentation
furnished or generally made available to licensees by
AMR relating to the Software, including the
Specifications and any operator's, user's or training
manuals.
1.6 Installation Site. "Installation Site", if
applicable, shall mean the site where the Licensed
Products are to be installed.
1.7 Intellectual Properly. "Intellectual Property"
shall mean all inventions (whether or not protectable
under patent laws), works of authorship, information
fixed in any tangible medium of expression (whether or
not protectable under copyright laws), moral rights,
mask works, trademarks, trade names, trade dress, trade
secrets, know-how, ideas (whether or not protectable
under trade secret laws), concepts, techniques and all
other subject matter protectable under patent, copyright,
moral right, mask work, trademark, trade secret, or
other laws, including without limitation all new or
useful art, combinations, discoveries, formulae,
manufacturing techniques, business methods, technical
developments, artwork, software, programming, applets,
scripts, and designs.
1.8 License Fee. "License Fee" shall mean the
applicable license fee for the Licensed Products.
1.9 Licensed Products. "Licensed Products"
shall mean the Software described in each Schedule, the
Documentation for the Software.
1.10 Maintenance Services. "Maintenance
Services" has the meaning set forth in Section 4.3.
1.11 Party. "Party" shall mean the "AMR" or
"Licensee," individually as the context so requires; and
"Parties" shall mean the "AMR" and "Licensee,"
collectively.
1.12 Personnel. "Personnel" shall mean and
include a Party's directors, officers, employees, agents,
auditors, consultants, outsourcers and subcontractors.
1.13 Schedule. "Schedule" shall mean each
schedule executed by Licensee and AMR hereunder in
substantially the form of that attached hereto as
Exhibit A.
1.14 Scheduled Delivery Date. "Scheduled
Delivery Date" shall mean the date the Licensed
Products are scheduled to arrive at the Installation Site
pursuant to the applicable Schedule.
1.15 Service Bureau Arrangement. "Service
Bureau Arrangement" means any arrangement whereby
Licensee makes the Software available to third parties
for a fee to allow such third parties to enjoy the benefits
of the Software. Application service providers shall be
deemed to operate as a Service Bureau Arrangement.
1.16 Software. "Software" shall mean AMR's
proprietary MEDS 4.0 ePCR software, in machine-
readable, compiled object code format only (unless
otherwise specified in a schedule), including any
Updates but excluding any Third Party Software.
1.17 Specifications. "Specifications" shall mean
the standard published specifications for the Software,
together with other mutually agreed to specifications for
the Software as identified in a Schedule.
1.18 Third Party Software. "Third Party
Software" shall mean any computer programs or
Intellectual Property developed or owned by third
parties that are incorporated into the Software or
provided by AMR to Licensee for use with the
Software. AMR warrants and represents that it has
authority to license or sublicense any Third -Party
Software incorporated in the Software to Licensee.
AMR further warrants and represents that it shall
maintain any Third -Party Software license during the
course of this Agreement. Licensee shall use any Third -
Party Software without any additional fees or charges.
1.19 Updates. "Updates" means Software issued
by AMR at no additional charge to its licensees that
have an agreement for maintenance or support in effect
and current on payments for said maintenance. Updates
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do not include new versions, products or upgrades that
contain major enhancements or additional functionality
that distinguish it significantly from prior versions of
the Software, and for which AMR charges an additional
license fee to its existing licensees. Updates include bug
fixes, corrections and other similar modifications.
AMR shall also provide Licensee with any Updates to
Third -Party Software.
2. Grant and Scope of License.
2.1 Grant of License. AMR hereby grants to
Licensee a, non-exclusive license to use those Licensed
Products described on each Schedule for its normal
business purposes, commencing upon the delivery to
Licensee of such Licensed Products and continuing
thereafter until terminated in accordance with the
provisions of this Agreement or the applicable
Schedule. With respect to any license designated on the
applicable Schedule as a seat license, such license shall
only apply to the number of seat licenses purchased
under such Schedule.
2.2 Schedules. Each Schedule, when executed by
an authorized representative of both parties, shall
constitute a separate agreement and each such Schedule
incorporates therein all of the terms and conditions of
this Agreement. The parties shall work together to
ensure that each Schedule is consecutively numbered to
facilitate identification and includes, to the extent
applicable, those particulars set forth in the form of
Schedule attached hereto and such other terms and
conditions as the parties may wish to include.
2.3 Use Limitations. Licensee agrees that except
to the extent permitted herein, as permitted by
applicable copyright law, or as permitted in a Schedule,
it will not modify, de -compile, disassemble, or reverse
engineer the Software, in whole or in part.
2.4 Title. As between AMR and Licensee, AMR
retains title to the Licensed Products and associated
Intellectual Property provided by it hereunder and AMR
does not convey any proprietary interest therein to
Licensee other than the licenses and rights as specified
herein. Title to the media on which the licensed
materials are recorded shall pass to Licensee on
delivery.
2.5 Updates. AMR shall provide Updates to
Licensee of any Software or Third -Party Software
licensed or sublicensed hereunder at no additional
charge so long as Licensee continues to acquire and pay
for maintenance or support services with respect to such
Software. All Updates provided hereunder shall be
provided with any Documentation applicable thereto.
3. Fees, Invoice and Payment.
3.1 Fees. Unless otherwise specified on a
Schedule, AMR may invoice Licensee for the License
Fee after the date the Software has been delivered to
Licensee. If applicable, AMR may invoice Licensee for
the Maintenance Service fees for the initial Maintenance
Service after execution of the Maintenance Agreement.
AMR may invoice Licensee for any other charges
payable under this Agreement after the occurrence of
the event giving rise to the payment obligation
underlying the invoice.
3.2 Invoices. Each invoice shall describe the
Licensed Products for which the invoice has been
forwarded to Licensee. ,Licensee will pay such invoices
within thirty (30) days after receipt. Unless otherwise
specified in the Schedule, all payments shall be in
United States dollars.
3.3 Taxes. All fees are exclusive of all taxes,
duties or levies, however designated or computed.
Licensee shall be responsible for and pay all taxes based
upon the use of AMR Products, or the program storage
media, or upon payments due under this Agreement
including, but not limited to, sales, use, or value-added
taxes, duties, withholding taxes and other assessments
now or hereafter imposed on or in connection with this
Agreement or with any Maintenance Agreement granted
hereunder, exclusive of taxes based upon AMR's net
income. In lieu thereof, Licensee shall provide to AMR
a tax or other levy exemption certificate acceptable to
the taxing or other levying authority.
3.4 Reimbursable Expenses. To the extent
applicable, AMR will be reimbursed for expenses that
are reasonable and warranted and in accordance with
AMR policies. (Attached hereto as Exhibit C.)
4. Delivery and Installation and Maintenance.
4.1 Delivery. AMR agrees to deliver the
Licensed Products on the Scheduled Delivery Date to
the applicable Installation Site. In the event that AMR
fails to deliver the Licensed Products to Licensee on the
Scheduled Delivery Date, Licensee may withhold any
current or future payments owed to AMR until AMR
completes delivery.
4.2 Installation. Unless otherwise specified on a
Schedule, Licensee is fully responsible for installation
of the Licensed Products.
4.3 Maintenance Services. Maintenance and
support services for the Licensed Product
("Maintenance Services") may be purchased by
Licensee as set forth on the applicable Schedule.
Maintenance Services shall be provided in accordance
with the form of Maintenance Agreement attached
hereto as Exhibit 13. Maintenance Services shall be
provided on an automatic, annual renewable term basis.
3
AMR shall notify Licensee thirty (30) days prior to any
automatic renewal to allow Licensee the option to
decline the automatic renewal ("Notice of Renewal").
No automatic renewal shall be valid unless AMR has
sent Notice of Renewal to Licensee.
5. Disclaimer of Warranties.
5.1 Disclaimer of All Warranties. THE
SOFTWARE IS PROVIDED "AS IS". ALL
WARRANTIES, BOTH EXPRESS AND IMPLIED,
INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF
MERCHANTABILITY AND OF FITNESS FOR A
PARTICULAR PURPOSE ARE EXPRESSLY
DISCLAIMED.
6. Indemnification.
6.1 Mutual Indemnity. Licensee agrees to
indemnify and hold harmless AMR and its affiliates and
their respective officers, directors, and employees
(collectively the "AMR Indemnified Parties") against
all damages, liabilities and costs, including reasonable
attorneys' fees, but only to the extent caused by the
Licensee's negligent acts in connection with the subject
of this Agreement and the acts of its elected and
appointed officers, directors, employees, or anyone for
whom Licensee is legally liable.
AMR agrees to indemnity and hold harmless
Licensee and its elected and appointed officers,
directors, and employees (collectively "Licensee
Indemnified Parties") against all damages, liabilities and
costs, including reasonable attorneys' fees, but only to
the extent caused by AMR's negligent acts in
connection with the subject of this Agreement and the
acts of the AMR Indemnified Parties, or anyone for
whom they are legally liable.
Neither Licensee or AMR shall be obligated to
indemnify the other party in any manner whatsoever for
the other party's own negligence.
6.2 Indemnification Procedure. If a claim is made
against a party (the "Indemnified Party") for which the
other party (the "Indemnifying Party") is obligated to
indemnify Indemnified Party, and if Indemnified Party
intends to seek indemnity with respect to such claim,
Indemnified Party shall promptly notify Indemnifying
Party in writing of such claim. Indemnifying Party shall
have twenty (20) days after receipt of the above-
mentioned notice to notify Indemnified Party in writing
of its intent undertake, conduct and control, through
counsel of Indemnifying Partys own choosing (subject
to the consent of Indemnified Party, such consent not to
be unreasonably withheld) and at Indemnifying Party's
expense, the settlement or defense, or both, of such
claim, and Indemnified Party shall cooperate with
Indemnifying Party in connection with such efforts;
provided that: (i) Indemnifying Party shall permit
Indemnified Party to participate in such settlement or
defense through counsel chosen by Indemnified Party,
provided that the fees and expenses of any such counsel
so chosen by Indemnified Party shall be borne by
Indemnified Party, and (ii) Indemnifying Party shall
promptly reimburse Indemnified Party for the full
amount of any loss resulting from such claim and all
related expense incurred by Indemnified Party. So long
as Indemnifying Party is reasonably contesting any such
claim in good faith, Indemnified Party shall not pay or
settle any such claim. If Indemnifying Party does not
notify Indemnified Party within twenty (20) days after
receipt of Indemnified Party's notice of a claim of
indemnity under this Agreement that Indemnifying
Party elects to undertake the defense of such claim,
Indemnified Party shall have the right to contest, settle
or compromise the claim in the exercise of Indemnified
Party's exclusive discretion, which shall be at the
expense of Indemnifying Party. Indemnifying Party
shall not, without the prior written consent of
Indemnified Party, enter into any settlement agreement
on terms that would diminish the rights provided to
Indemnified Party or increase the obligations assumed
by Indemnified Party under this Agreement.
6.3 Prompt Notice. Both AMR and Licensee
agree to give each other prompt written notice of any
threat, warning or notice of,claim or action against the
other.
7. Confidential Information.
7.1 Confidential information. Each party shall
use at least the same degree of care in safeguarding the
other party's Confidential Information as it uses in
safeguarding its own Confidential Information, but in
no event shall a party use less than reasonable diligence
and care. Each party hereby agrees that (i) during the
term of this Agreement and at all times thereafter it
shall not commercialize or disclose the other party's
Confidential Information to any person or entity, except
to its own Personnel, and in the case of Licensee, the
Personnel of Licensee Affiliates (collectively, the
"Representatives") having a need to know; (ii) it will
not use or permit its Representatives to use any
Confidential Information for purposes other than in
connection with performance of its duties under this
Agreement; (iii) it will disclose Confidential
Information of the other only to those Representatives
who are contractually bound to maintain the
confidentiality thereof; and (iv) it will be responsible for
any disclosure or misuse of Confidential Information by
such representatives. Notwithstanding the foregoing,
each party may disclose Confidential Information
pursuant to a requirement or request of a governmental
agency or pursuant to a court or administrative
subpoena, order or other such legal process or
requirement of law, or in defense of any claims or
causes of action asserted against it; provided, however,
that it shall: (i) first notify the other of such request or
requirement, or use in defense, unless such notice is
prohibited by statute, rule or court order; (ii) attempt to
4
obtain the other's consent to such disclosure; and (iii) in
the event consent is not given, agree to permit a motion
to quash, or other similar procedural step, to frustrate
the production or publication of information.
Notwithstanding the foregoing, nothing herein shall
require either party to fail to honor a subpoena, court or
administrative order or requirement on a timely basis.
Each party shall cooperate with the other in an effort to
limit the nature and scope of any required disclosure of
Confidential Information.
8. Limitation of Damages.
8.1 limitation of Damages. IN NO EVENT
SHALL EITHER PARTY BE LIABLE FOR ANY
SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, IN TORT
INCLUDING NEGLIGENCE, BY STATUTE OR
UNDER ANY QUASI -CONTRACTUAL THEORY
OF LIABILITY, EVEN IF A PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT SHALL AMR'S
LIABILITY UNDER THIS AGREEMENT EVER
EXCEED THE AGGREGATE AMOUNT OF THE
LICENSE FEES AND MAINTENANCE FEES
RECEIVED BY AMR HEREUNDER DURING
THE TWELVE (12) MONTH PERIOD
PRECEDING THE ACTION GIVING RISE TO
THE CLAIM OR CLAIMS.
9. Termination.
9.1 Termination. Either party may terminate this
Agreement with three (3) days prior written notice to
the other party. AMR may immediately terminate this
Agreement for any breach by Licensee. This Agreement
shall automatically terminate in the event that AMR is
no longer the primary advanced life support transport
provider in San Joaquin County, California.
10. Miscellaneous.
10.1 .Excusable Delays. In no event shall either
party be liable one to the other, for any delay or failure
to perform hereunder, which delay or failure to perform
is due to causes beyond the control of said party,
including, but not limited to, acts of God; acts of the
public enemy; acts of terrorism; acts of the United
States of America, or any state, territory or political
division thereof fires, floods or other natural disasters.
10.2 Notices. Any legal notice, consent, or other
communication will be in writing and may be delivered
in person, by mail, or by facsimile copy. If hand
delivered, the notice will be effective upon delivery. If
by facsimile copy, the notice will be effective when
sent. If mailed, the notice will be effective three (3)
business days after being deposited with the United
States Postal Service by certified mail, return receipt
requested, addressed appropriately to the intended
recipient, as follows:
Licensee: Stephen Schwaubauer, City Manager
City of Lodi
221 W, Pine Street
Lodi, CA 95240
AMR:
With Copy
To:
Information Technology
American Medical Response West
6363 S. Fiddlers Green Circle #1400
Greenwood Village, CO 80111
Legal Department
American Medical Response, Inc.
6363 S. Fiddlers Green Circle # 1400
Greenwood Village, CO 80111
Each party may change its address for notification
purposes by giving the other party written notice of the
new address and the date that it will be effective.
10.3 Publicity. AMR may designate Licensee as a
customer of AMR on its marketing materials both off-
line and on the Internet only with Licensee written
approval.
10.4 Binding Agreement. This Agreement shall
be binding upon the parties and their respective legal
successors and permitted assigns.
10.5 Assignment. Except as set forth herein,
neither party may assign or otherwise transfer this
Agreement or any Schedule without the consent of the
other, which consent shall not be unreasonably
withheld. Nevertheless, upon written notice to
Licensee, this Agreement or any Schedule may be
assigned or transferred in connection with a
combination, merger, or the sale of all or substantially
all of the business or assets of the AMR's business.
10.6 Relationship of the Parties. The parties
hereto agree that each party is an independent contractor
in the performance of each and every part of this
Agreement, and is solely responsible for all of its own
respective employees and agents and its labor costs and
expenses arising in connection therewith. Neither party
nor its agents or employees are the representatives of
the other party for any purpose and neither party has the
power or authority as agent, employee or any other
capacity to represent, act for, bind or otherwise create or
assume any obligation on behalf of the other party for
any purpose whatsoever.
10.7 Governing Law. The validity of this
Agreement, the construction and enforcement of its
terms, and the interpretation of the rights and duties of
the parties shall be governed by the laws of the State of
California, without reference to its conflict of laws
principles.
10.8 Modification, Amendment, Supplement
Waiver. No modification, amendment, supplement to
or waiver of this Agreement or any of its provisions
shall be binding upon the parties hereto unless made in
writing and duly signed by both parties. A failure or
delay of either party to this Agreement to enforce at any
time any of the provisions of this Agreement, or to
exercise any option which is herein provided, or to
require at any time performance of any of the provisions
hereof, shall in no way be construed to be a waiver of
such provision of this Agreement.
10.9 Exhibits and Attachments. The terms and
conditions of any and all Schedules, Exhibits and other
attachments to this Agreement, whether now in
existence or created hereafter, are incorporated herein
by this reference and shall constitute part of this
Agreement as if fully set forth herein.
10.10 Entire Agreement. This Agreement,
together with all the Schedules, exhibits and other
attachments hereto, constitutes the entire Agreement
between the parties and supersedes all previous
agreements, promises, proposals, representations,
understanding and negotiations, whether written or oral
between the parties respecting the subject matter hereof.
10.11 Survival. The following sections shall
survive termination of this Agreement: 5.1 (Warranty
Disclaimer); 6 (Indemnification); 7.1 (Confidential
Information) 8.1 (Limitation of Damages); and 10
(Miscellaneous).
IN WITNESS WHEREOF, the parties hereto, each acting under due and proper authority, have executed this Agreement
as of the day, month and year first above written.
AMERICAN MEDICAL RESPONSE WEST
fay:
Print Name: Barry Elzig
Its: Regional Director
Date:
5
CITY OF LODI
By:
Print Name: Stephen Schwabuaer
Its: City Manager
Dates
EXHIBIT A
LIST OF SOFTWARE, SUBLICENSED SOFTWARE, AND PRICES
A. Software Deliverables:.
MEDS client software will be installed on Licensees hardware, owned by Licensee. To communicate with the
MEDS servers and take advantage of all MEDS capabilities, Licensees hardware must have wireless access to
the intemet.
In addition to installing the MEDS client on Licensees hardware, AMR will setup an instance of MEDS
consisting of a separate configuration of the software that contains medications, users, units, and protocols
specific to EMS operations at the Licensee. Forms required by the LEMSA that will be used by the contract
transport agency will be made available to Licensee. Once tested and confirmed, changes to the configuration
should follow the change process described in Section D "Description of Deliverables" below.
Authorized users will have access to the web based PCR viewer application to view and print copies of PCRs.
B. Fees and Expenses:
1. License Fee (includes software releases) $1.00 per PCR record
2. Initial configuration, Start-up, and training $7,012.50
3. Estimate of travel expenses per installation (pass through at cost) $3,000
4. Custom reporting & integrations development hourly rate $150
5. State regulatory reporting and basic report package Included in License Fee
6. Maintenance Included in License Fee
C. Description of Deliverables:
I. MEDS software is delivered "AS IS". AMR does not provide custom software to accommodate specific
features, screen layouts or branding. However, AMR will accept requests for application enhancements
using our defined change request process. This process requires the requestor to define the change in
writing and submit it to the AMR change committee. The change committee meets quarterly to review all
submitted requests, determine if the change is beneficial and aligned with the MEDS future direction and
objectives, and prioritize the change for the development team. Not all changes are accepted for
development. The development team will schedule all approved changes into a subsequent software
release. Software releases are delivered approximately four (4) times per calendar year.
2. To ensure data integrity, privacy for our patients, access to reports, PCRs and other system data is
controlled by AMR security policies. These policies define access restrictions including unique user ids
and passwords, secure data transmission, and possibly restricted delivery to the user. All systems users are
expected to comply with security policies for using and accessing MEDS data and MEDS reporting tools.
3_ Software updates are published quarterly and all users are required to be on the current release. MEDS will
notify users when updates are available and the user is expected to accept any and all updates when
prompted. In addition, AMR will communicate in advance the release notes for software updates using
email or other methods as appropriate.
4. The MEDS system is configurable. Local protocols, medicines and procedures are configured with the end
user at the time of system implementation. Changes to configuration must be submitted in writing and the
MEDS support team will use best efforts to complete requests within five (5) business days.
A-1
D. Hardware:
The Licensee shall provide all necessary hardware and third party software for this installation per AMR's
required specifications, with the exception of an AMR required MDM. Licensee acknowledges that software
may not function optimally or performance may decrease if Licensee's hardware, third -party software and
infrastructure do not meet AMR's required specification.
A-2
EXHIBIT B
MAINTENANCE
1. Defined Terms. The terms and conditions set forth in the Master Agreement shall have the same meaning when
used as defined terms in this Maintenance Agreement.
2. Maintenance Services. Commencing upon the date of delivery of each Licensed Product and continuing
thereafter in accordance with the provisions of this Agreement, AMR agrees to provide the following maintenance services for such
Licensed Product ("Maintenance Services"):
a.
Specifications.
AMR shall correct any failure of the Licensed Product to operate in accordance with the
b. AMR shall provide to Licensee any Updates to the Software.
c. AMR shall provide remote technical assistance and consultation to Licensee through its Telephone
Support Services, Monday through Friday, from 8 a.m. to 5 p.m. EST on days not considered to be recognized as holidays
by the Federal Government. In addition, AMR shall use commercially reasonable efforts to provide remote technical
assistance and consultation to Licensee seven (7) days a week from 8 a.m. to 11:59 p.m. EST.
B-1
EXHIBIT C
■ ■ TRAVEL AND EXPENSE
REPORTING POLICY
EFFECTIVE 12-01-2016
■ Envision
■ HEALTHCARE
Travel and Expense Reporting Policy for Envision Healthcare Employees
TABLE OF CONTENTS
Policy Objectives, Reimbusrement and Payment Overview 4
1. Travel - General Information and Booking Travel Arrangements 5
1.1 Travel approval 5
1.2 Travel Insurance 5
1.3 Travel Profiles 5
1.4 Travel Booking - Employees 5
1.5 Travel Booking - Interviewees and Consultants 6
1.6 Frequent Traveler Programs 6
1.7 Personal Travel in Conjunction with Business Travel 6
1.8 Travel Restrictions on Employees Traveling Together 6
2. Air 6
2.1 Air Travel Parameters and Lowest Fares 6
2.2 Limited Exceptions to Book Airfare Outside TSI -USA 6
2.3 Aircraft 6
2.4 Cancelations, Unused and Banked Tickets 6
2.5 Ancillary Fees, In-flight Charges, Airline Clubs 6
2.6 Overnight Delays 7
2.7 Lost Luggage 7
2.8 Cash Rebates / Vouchers 7
2.9 Receipts Required for Air Travel Reimbursement 7
3. Hotel / Lodging 8
3.1 Hotel Selection 8
3.2 Hotel / Lodging Guidelines and Permissible Expenses 8
3.3 Room Guarantee, No Show, Early Departure, Cancelations 8
3.4 Hotel Payment Documentation 8
3.5 On-going / Special Living Arrangement vs Temporary Living 8
4. Ground Transportation, Rental Cars and Personal Vehicles 9
4.1 Personal Vehicles 9
4.2 Recording Personal mileage in Concur Expense 9
4.3 Rental Vehicles 9
4.4 Rental Vehicle Guidelines and Permissible Expenses 9
4.5 Rental Vehicle Accidents 10
4.6 Misc. Transportation: To/From Airport, Taxi, Bus, Rail 10
Effective December 1, 2016
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Travel and Expense Reporting Policy, fir Envision Healthcare Employees
5. Meals and Entertainment 10
5.1 Personal Meals 10
5.2 Entertainment - General 10
5.3 Entertainment - Customers 10
5.4 Entertainment - Employees 10
5.5 Alcohol Consumption while on Company Business 11
6. Miscellaneous Travel 11
6.1 Emergency Travel Assistance 11
6.2 Telephone Expenses while Traveling . 11
6.3 Award Programs 11
6.4 Tipping Guidelines 11
6.5 Laundry 11
6.6 Cash Advances 11
6.7 Foreign Travel 11
6.8 Seminars Sponsored by Other Organizations 11
7. Groups and Meetings 12
8. Gift Policy 12
9. Expenses Not Reimbursable via Expense Report 12
10. Expense Reporting and Required Support Documentation 13
10.1 Receipts in Concur Expense and Expense Report Submission 13
11. Training for Concur Travel and Expense Software 14
11.1 Concur Travel 14
11.2 Concur Expense 14
12. Corporate Travel Cards 14
Effective December 1, 2016
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Travel and Expense Reporting Policy for Envision Healthcare Employees
Travel and Expense Policy Objective and Overview
This policy applies to all Envision Healthcare companies, affiliates and subsidiaries (Envision) and supersedes any
Envision travel and expense related policies and practices in existence prior to the current effective date. The
purpose of the Envision Healthcare Travel and Expense Reporting Policy is to establish standards and
expectations for travel arranging and record keeping requirements for travel -related expenses. Envision Healthcare
is committed to ensuring that employees who travel on Envision business do so safely, comfortably and
conveniently to accomplish the business purpose of each trip in the most cost effective manner possible in
accordance with this policy. Senior executives as identified by Envision Healthcare CEO and CFO may be exempt
from this travel policy as written to accommodate their schedules and business requirements as needed.
Any questions regarding this Travel, Entertainment and Expense Reporting Policy should be directed to the
Envision Healthcare VP of Procurement or VP of Payroll and Disbursements.
Travel Expense Reimbursement and Payment Overview
Envision travel -related expenses are expected to have clear business purpose, meet all Internal Revenue Service
(IRS) record keeping requirements, and be approved by the appropriate level of management. Envision assumes
no obligation to reimburse expenses that are out of compliance or deemed an unnecessary business expense.
Employees are expected to use good judgment before incurring any travel -related expense on behalf of Envision
and "do the right thing" when a situation is not covered by this policy. Failure to comply with policy requirements
may result in disciplinary action up to and including termination as well as delays or withholding of reimbursement.
Exceptions to this policy are at the discretion of the Envision Healthcare CEO or CFO and/or the President of the
respective Envision companies. In addition to the monitoring and review by Procurement, Payroll, etc., expense
reports are subject to review annually by Internal Audit.
The IRS may disallow a deduction if an employee fails to submit adequate support for the business expense
resulting in taxable income to the employee and / or the employee held liable for the expense. Certain expenses
incurred by senior management may require disclosure in Envision Healthcare public filings under Securities and
Exchange Commission (SEC) regulations irrespective of whether such expenses are reimbursable under company
policy. Accurate documentation of expenses facilitates the Company's determination of whether such disclosure
requirements are triggered.
Airfare expense is directly billed to Envision through TSI -USA, the authorized Envision Healthcare travel
management company. Hotel, rental car, meals, and all other misc. travel expenses are to be paid via the
traveler's personal credit card with reimbursement via Concur Expense through a properly submitted and approved
expense report with proper support documentation. The only two exceptions to the requirement of using personal
credit cards for hotel and rental car expenses are noted below; any other exception requires approval of the
Envision Healthcare CEO or CFO.
1. Contracted clinicians fiilinn shifts:
▪ Hotel room rate and tax expense may be direct billed through TSI -USA with monthly summary invoices
reconciled by designated management personnel and respective Finance Departments.
• Rental car daily rate, taxes and fees expense may be directly billed through TSI -USA with monthly
summary invoices reconciled by designated management personnel and respective Finance Departments
2. Group meetings and infrequent non -management travelers involved in an extraordinary event
requiring an extended stay (e.q. CAD installations; training, new business implementation teams, etc.):
• Hotel room rate and taxes only may be handled with a specific hotel via a direct invoice or a PCard (with
pre -approval from applicable senior management and VP of Procurement). All direct bill hotel charges
must be approved by the appropriate management level per the Envision Healthcare Finance Authority
Matrix.
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Travel and Expense Reporting Policy for Envision Healthcare Employees
1. TRAVEL — General Information and Booking Travel Arrangements
Envision Healthcare travelers are required to use Envision's designated travel management company, TSI -USA,
to procure all travel arrangements, including changes and cancellations. Envision has selected TSI -USA as its
sole provider of travel -related accommodations to maintain "duty of care" obligations relative to the safety,
security and wellbeing of employees while traveling on company business and to gain significant financial and
management benefits on travel related expenses. Use of other travel service providers or websites is strictly
prohibited. Unless otherwise set forth herein, Envision travelers are required to use preferred vendors and to plan
ahead as much as possible to take advantage of lower "advance -purchase" airfares. Envision Healthcare
reserves the right to deny reimbursement for business travel arranged outside of TSI -USA and Concur Travel.
1.1. Travel Approval. Envision Healthcare employees (except VP and above) are required to obtain approval from
their manager for all business travel prior to incurring any travel -related expenses. Individual departments may
have specific approval expectations, i.e. written or email approval; however, this department specific prior
approval is an internal requirement and not required by Envision Payroll as support for expense reimbursement.
1.2. Travel Insurance. Business travel accident insurance is provided by Envision to all Envision company
authorized travelers. Any additional personal travel -related insurance is NOT reimbursable.
1.3. Travel Profiles. Envision Healthcare employees authorized to travel for the company must establish a travel
profile within Concur Travel and regularly maintain it with the most current company and personal information to
ensure travel expenses are charged to the proper G/L code, traveler's name exactly matches government issued
ID, credit card information and travel preferences are current. New employees/travelers need to complete a
Travel Profile Request Form to initially establish a profile (available on Envision Healthcare Portal, select
Employee Resources Tab on top, select Procurement Documents on left side under Employee Policies,
Procedures and Programs).
1.4. Travel Booking - Employees. TSI -USA is the authorized travel management company of Envision Healthcare.
Negotiated airline, hotel and rental car discounted rates are loaded into Concur Travel online booking tool and
Sabre booking software used by TSI -USA. The Concur Travel online booking tool is the preferred method to
initiate searches for competitive pricing and to schedule air, hotel and rental car arrangements. Agent assisted
booking is also an option.
■ On-line Booking through Concur Travel is preferred as it offers the lowest transaction fee. Access Concur
Travel online booking tool through these options:
• Employee Portal
■ Envision (Network Only) Links: Select OKTA, then the "Concur" Icon
• Envision Common Links: Under "Operational Links", select Concur Travel and Expense
• evhc.okta.com — employees use network credentials (User ID and password), click Concur link
• http://concur.evhc.net - employees with network credentials (User ID and password)
• Agent Assisted Booking is recommended for complex itineraries and changes to an already ticketed trip.
Transaction fees for agent assistance are much higher than online booking fees. Use the following EVHC
dedicated phone numbers and email address.
• Toll-free phone number: 888-507-0495
• Regular phone number: 214-915-9108
• E-mail address: envision(c7r.tsiusa.com or reservations(a7tsiusa.cor
TSI -USA regular agent business hours are 7:00 AM to 7:00 PM CST, Monday through Friday. Outside
of TSI -USA's regular agent business hours, these phone numbers will automatically roll to the TSI -USA
Afterhours Team who is fully equipped to assist Envision travelers.
■ VIP Agent Booking is available for Sr. Management personnel with approval of the VP of Procurement as this
is a "high touch" service level with high transactions fees.
Effective December 1, 2016
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Travel and Expense Reporting Policy for• Envision Healthcare Employees
1.5. Travel Booking — Interviewees and Consultants.
• INTERVIEWEES (excluding EmCare clinician interviewees covered under a separate policy available on the
Envision Healthcare Portal Home Page, on left side select EmCare Dept. Sites, under Documents, "EmCare
Clinician Interview Travel Policy). Company paid airfare for interviewees is discouraged. When the Company
agrees to pay airfare for an interviewee, it must be booked through TSI -USA and requires advance email
approval from the respective Region CEO/COO, Division CEO/COO or HQ Dept. Head, sent to the VP of
Procurement (Envision, AMR or Evolution Health) or EmCare Travel Manager to authorize TSI -USA to direct
bill the airfare.
• CONSULTANTS. Consultants are to pay for their own travel expenses following the Envision Healthcare
Travel Policy relative to selecting lowest airfare, hotel cost guidelines and meal allowances. If travel is
reimbursable per the terms of the consultant agreement, consultants are expected to invoice Envision
accordingly.
1.6. Frequent Flyer and Other Programs. Any airline frequent flyer, hotel frequent stay, rental car frequent rental
benefits accumulated while on traveling on company business will remain with the employee. However it is
against company policy for travelers to arrange a more expensive flight, lodging or car service for the purpose of
accruing points. Use of Envision Healthcare's preferred vendors supersedes the traveler's personal benefit.
1.7. Personal Travel in Conjunction with Business Travel. Envision travelers are not permitted to book airfare for
personal travel through TSI -USA, but may combine Personal Time Off (PTO) before or after a business trip under
the following guidelines:
• The traveler's manager must approve the PTO according to normal Envision Healthcare requirements.
• Total transportation costs for travel to or return from the business destination for days including any PTO must
be equal to or less than transportation costs that would be incurred for travel dates covering only the
business portion of the trip.
The employee will only be reimbursed for legitimate business expenses; Envision will NOT reimburse for hotel,
rental car, food or incidental expenses incurred on the PTO dates. The Company will not reimburse any
expenses incurred by a non -Envision companion accompanying an employee on business unless specifically
approved by the CEO, President or CFO; evidence of this approval must be attached to the expense report.
1.8. Travel Restrictions on Employees Traveling Together. Senior management will use its discretion on a case-
by-case basis to determine how many employees may travel together on the same commercial aircraft. Travel
via corporate aircraft is addressed separately in the Corporate Aircraft Policy.
2. AIR TRAVEL
All Envision Healthcare employees authorized for travel must book all airfare including changes and cancellations
through TSI -USA, the official travel management company of Envision Healthcare.
2.1 Air Travel Parameters and Lowest Fares
• With the exception of the Board of Directors and select Officers, all airfare is expected to be coach class.
• Whenever possible, airfare is to be scheduled no less than 14 and no more than 30 days prior to travel date.
• First priority is to book the lowest fare. Lowest logical airfare must be taken, no consideration for
"upgradability" is permitted; airline preference does not take precedent over lower-cost alternatives; Travelers
should chose penalty or nonrefundable fares to reduce overall airfare costs.
• Use connections and alternate airports if savings is at least $150 and adds less than 90 minutes to the trip.
• Non-stop flights may be selected if no more than $100 additional per origin/destination each direction.
• Premium seating will not be reimbursed unless pre -approved by the company CFO or President and the
traveler's profile is marked to indicate this approval. Send approval email to VP of Procurement.
• Use of personal frequent flyer to upgrade is permitted, but will not be reimbursed in any capacity.
Effective December 1, 2016
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Trctvel and Expense Reporting Policy for Envision Healthcare Employees
2.2 Exceptions for employees to book outside of TSI -USA:
• AASI and Hawaiian inter -island crew repositioning is booked directly by AMR Air Dispatch or AMR Hawaiian
OPS.
• Air taxis when the cost is less than traditional airlines.
▪ Rare emergencies when TSI -USA agents or their Afterhours Support team are not available.
2.3 Aircraft
Travel must be aboard commercial passenger aircraft. Any other air travel must be approved by the Envision CEO,
President or CFO. Employees may not pilot aircraft while on company business.
2.4 Cancellations, Unused and "Banked" Tickets
• Travelers are expected to notify TSI -USA of all ticket changes and cancelations. If notified within 24 hours of
ticketing, TSI -USA is able to secure a full refund from the airline; transaction fee still applies. Outside the 24-
hour window, the unused ticket will be placed in the traveler's "ticket bank" for future use.
• Travelers should promptly use "banked" tickets toward future travel before expiration, typically within 12
months of original departure date. Airlines charge a fee (average $200) to use a banked ticket. As such, a
banked ticket of $200 or less typically has no value to apply to a future ticket.
• Available banked tickets will display in Concur Travel online booking tool: Travel Alert Section (highlighted in
orange) at the top of the Concur Travel Home Page or in the matrix that displays airfare options. TSI Agents
will also get an alert that a traveler has a banked ticket.
• If for any reason a traveler exchanges a company -paid ticket for a lower-priced alternative ticket, the amount
credited by the airline must be returned to Envision.
2.5 Ancillary fees, In-flight Charges, Airline Clubs
• Airline baggage fees will be reimbursed up to two bags. Must submit a receipt confirming payment.
• In-flight meals are reimbursable subject to the Meals Guidelines in this policy.
• In-flight network connection fees, like GoGo may be reimbursed if management approves business need.
• In-flight movie or TV charges: NOT reimbursable.
• Airline club membership fees: NOT reimbursable unless approved by Company CFO, President or CEO.
• TSA-PreCheck, GlobalEntry, ClearMe, etc. Programs: NOT reimbursable
2.6 Overnight Delays
If a flight delay causes the need for an overnight stay, travelers are expected to request accommodation through
the airline first. If not provided by the airline, travelers should contact TSI -USA for assistance in booking a hotel
room.
2.7 Lost Luggage
Envision will not reimburse company travelers for lost luggage or personal items, nor will it reimburse for items
purchased as a result of lost luggage. Any claims for such should be directed to the airline or personal insurance.
2.8 Cash Rebates / Vouchers
Any cash voucher or rebate (other than incidental food vouchers and the like provided as a result of a weather
delay or operational issue) provided by an airline when traveling on company business are the property of Envision
and must be reported and returned to Envision VP of Procurement for future company business use through TSI -
USA.
2.9 Receipts Required for Air Travel Reimbursement
TSI -USA confirms itineraries through an email direct to the traveler that contain an attached e -Invoice and e -
Receipt. TSI -USA also sends an e -ticket receipt to the traveler's Concur Expense receipt store for easy attachment
to the airfare expense line. The e -Invoice, e -Receipt or e -Ticket must be attached to the Concur Expense report to
support the airfare charge. These documents remain available at TSI -USA for 71 days from date of ticketing.
For rare emergency bookings outside TSI -USA, the air carrier receipt or credit card statement must be
submitted as reimbursement documentation when completing the Concur Expense report.
Effective December 1., 2016
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Travel and Expense Reporting Policy for Envision Healthcare Employees
3. Hotel / Lodging
Travelers with an overnight stay are required to reserve their lodging through TSI -USA (no fee to book lodging
through TSI -USA) for duty of care compliance and spend visibility for future hotel contract negotiation. Note: Hotel
rates should not be negotiated locally; contact the VP of Procurement to ensure the rate is negotiated based
on all Envision companies collective room night volume and is properly setup with TSI -USA for all Envision
travelers.
3.1 Hotel Selection
Travelers are expected to book room nights at hotels where Envision has a negotiated rate (marked as such in
Concur Travel online booking tool) or in a moderately priced hotel. Cost guideline: room rate should not exceed
$150 per night excluding tax; exceptions may apply for known high-cost cities such as NYC, San Francisco, etc.
Travelers should also inquire about promotional or special rates (AAA, Government, AARP, etc.) when applicable
at time of check in. Envision reserves the right to decline reimbursement of costs over and above the negotiated
corporate rate when a traveler does not use a preferred hotel.
3.2 Hotel / Lodging Guidelines and Permissible Expenses
Premium hotel properties (Conrad, Ritz-Carlton, JW Marriott, etc.) are not permitted to be booked unless the
premium rate is equal to or less than company guidelines, hotel is hosting a convention or special event, or no
moderate hotel is available.
• Other lodging, i.e. staying with friends or family, is permitted but Envision is not liable for any charges as a
result of the stay or to provide compensation in any capacity to the hosts associated with the stay.
• Costs to upgrade to suites or executive level rooms are not reimbursable expenses. Travelers may use
personal award points to upgrade, but will not be reimbursed in any capacity for their use.
• Room service is allowed and reimbursable as long as the expense is within the Meal Guidelines in this policy.
• Laundry service is allowed after 6 or more consecutive business travel days. Traveler is expected to apply
good judgement to minimize costs.
• In room mini bar is reimbursable as long at the expense is within the Meal Guidelines in this policy.
• High-speed Internet is reimbursable for those who need it to perform their job.
• Telephone charges for long distance are not reimbursable.
• In room movies or video game rentals are not reimbursable.
• Fitness center charges are reimbursable up to $10 per day
3.3 Room Guarantee, No Show, Early Departure and Hotel Cancellation Procedures
Most hotel rooms are guaranteed for late arrival. Travelers are expected to cancel a hotel reservation in
accordance with the cancelation clause noted at time of booking and/or on the itinerary to avoid "no show" charges.
Travelers are also expected to be aware of early departure fees and act accordingly. Trip cancellations may be out
of the employee's control; reimbursement for no-show or early departure charges will be on a case-by-case basis
and require appropriate explanation and management approval.
3.4 Hotel Payment Documentation
A detailed hotel receipt (FOLIO) MUST be submitted with the expense report. The IRS will not accept a
credit card statement or an internal addendum as a hotel receipt as they do not sufficiently breakdown the
deductible and non-deductible charges. If the original hotel folio is lost, contact the hotel to obtain a replacement
copy. Note that most hotels offer an e -folio that will upload to Concur Expense Receipt Store.
3.5 On-going 1 Special Living Arrangements vs. Temporary Living
Living arrangements that are intended to replace hotel accommodations and rental cars are generally taxable to the
employee if they are expected to continue for more than one year. On-going living arrangements are
accommodations that are intended to provide a more permanent living situation when an employee resides outside
the local city and/or state but regularly works out of another location that may require hotel stays, rental cars, and/or
air travel. These arrangements must be preapproved by Human Resources. Any accommodations that exceed 90
days will need to be approved by the SVP of Human Resources and the Business Segment CFO through your local
Human Resources representative.
Effective December 1, 2016
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Travel and Expense Reporting Policy for Envision Healthcare Employees
4. Ground Transportation, Rental Cars and Personal Vehicles
4.1 Personal Vehicles
When using a personal car for business purposes, adequate insurance coverage must be in force for employee and
passenger protection. Envision reimbursable rate per mile is established by management; the IRS rate only serves
as a guideline. Contact Envision Payroll for applicable reimbursable mileage rate at the time the expense was
incurred. Envision will NOT reimburse for any repairs to personal cars that resulted from business travel, normal
commute mileage, or fuel purchased.
4.2 Recording Personal Mileage for Reimbursement in Concur Expense Software
The Concur Expense mileage calculator is expected to be used for documenting all reimbursable personal mileage
to ensure IRS compliance for recording the origin and destination addresses, as descriptions such as "office" and
"airport" are NOT acceptable for IRS compliance.
When entering mileage into Concur Expense, select mileage as the expense type, enter transaction date, then
select the mileage calculator button, enter the origin and destination addresses and the correct mileage will
automatically be calculated. Only the total "net" miles (less normal commute miles) are reimbursable; thus
using the office address as origin or destination is preferred. But, if your home address is entered in Concur
Expense for either the origin or destination, select the "deduct commute" button to ensure a true total "net"
mileage.
Use and submission of mileage logs are on an exception basis only. Mileage logs are to be filled out
completely with appropriate to and from addresses (street, city, state). Enter the total net mileage in Concur and
attach the mileage log to the expense report.
4.3 Rental Vehicles
Rental vehicles may be used when necessary for a business purpose when economical and practical. Vehicles
must be rented through TSI -USA to ensure negotiated rates are applied, to meet duty of care obligations, and to
provide spend visibility for future negotiations. There is NO FEE to book a rental vehicle through TSI -USA. National
Rental Car is Envision's preferred car rental company; all travelers should enroll in National Emerald Club via this
link www.nationalcar.com/offer/xz12960
All corporate travelers are required to use their personal credit card for car rental expenses and submit the receipt
for reimbursement. Contracted clinicians car rental expense may be direct billed to Envision through TSI -USA, but
refueling expense requires a receipt submitted with a final copy of the car rental receipt to support the fuel expense.
4.4 Rental Vehicle Guidelines and Permissible Expenses
• Preferred car rental size is compact to intermediate unless multiple employees are utilizing the same vehicle or
entertaining customers, then full size is acceptable.
• Envision is self-insured; travelers must DECLINE all insurance coverage offered by the rental car company,
• Before accepting a vehicle, inspect the car inside and outside for any damage and ensure damage is
documented on the contract before leaving the lot.
• Navigation aids and satellite radio are not reimbursable.
• Upgrade costs are not reimbursable. Travelers may use their points or a certificate to upgrade.
• Fines and violations (towing, parking, traffic, etc.) are not reimbursable.
• Rental Car Re -fueling: in order of preference
• Fills tank prior to returning vehicle: Most economical option - pay market PPG only for gallons
used.
• Prepay — Fuel Service Option: ONLY to be considered if renter is certain to use more than 3/4 of a
tank of fuel. Prior to exiting lot, renter prepays for a full tank of fuel at a PPG based on local market
prices.
• Returning the car without exercising either above options: Only acceptable if traveler is at risk of
missing a flight. Renter is charged for gallons to fill the tank at a PPG far exceeding national average.
Envision reserves the right to only reimburse for the cost of actual gallons used at current retail PPG when
actual miles driven and fuel used does not support the pre -purchase option or departing flight time and car
rental return time does not support an emergent situation.
Effective December 1, 2016
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Travel and Expense Reporting Policy for• Envision Healthcare Employees
4.5 Accidents
Travelers are required to follow all standard practices relative to reporting and recording a motor vehicle accident:
■ Inform police when necessary or prudent.
• Exchange driver's license, insurance and other pertinent information with other drivers.
■ Take photographs if possible of any damaged areas on all cars involved.
• Follow the rental contract agreement regarding who to call if the vehicle sustains damage.
• Report damage as soon as possible to cvnthia.stalvev(mevhc.net in Envision Professional Services
Department. The company is self-insured and has a detailed process that needs to be followed. See the
Accident Reporting Policy on the Envision Employee Portal, select Resource Tab and click on Procurement
Documents.
• When possible, return damaged vehicle to the car rental attendant when the facility is open and report the
damage.
4.6 Misc. Transportation
• To and from airport: travelers have the option of taking a taxi, Uber or Lyft type service, airport shuttle, hotel
shuttle, or parking a personal vehicle at the airport. The lowest expense option should be used.
▪ Travelers may choose public transportation (taxis, Uber / Lyft, bus) where it meets business need and the cost
is the lowest alternative.
• Public rail service, i.e. Amtrak is allowable and should be priced comparative to other forms of available
transportation (airfare or rental car) with the lowest expense option selected.
5. Meals and Entertainment
5.1 Personal Meals
Meal expenses incurred during approved business-related travel are reimbursable when an overnight stay is
required and/or the traveler is out of their market area for more than eight consecutive hours. Daily meal expense
is not to exceed $65 per day inclusive of all snacks, exclusive of tax and tips, and should reflect local market cost
(i.e. meals in Manhattan are more costly than in Akron, OH). Reasonable alcohol consumption is included in the
guideline amount. The "not to exceed" amount of $65 is a guideline, not a per diem: breakfast < $15; lunch < $20
and dinner < $30. Meal tips should be included as part of the meal on the expense report, but are not included in
the maximum daily guideline. Only meals greater than $25 including tax must be supported with a receipt. In lieu
of restaurant meals, groceries may be reimbursed instead.
5.2 Entertainment
Reasonable entertainment expenses are reimbursable when supported with a clear business purpose that meets
IRS "ordinary and necessary" requirements. IRS requires a business relationship with all persons entertained
whether existing or potential and a bona fide business discussion precede or follow any entertainment. When
entertaining customers or when several employees are involved, the MOST SENIOR level employee must pay
and seek reimbursement for the expense. To comply with IRS substantiation rules, provide the name and
business relationship of each person(s) entertained; business purpose and/or subjects discussed; name of
establishment, amount and date of entertainment / meal.
5.3 Entertaining Customers
Employees are expected to exercise proper professional discretion when entertaining customers. List of all
attendees and related business purpose must be provided as support documentation for reimbursement.
5.4 Entertaining Employees
An employee may pay for another employee's meal when it includes a customer, an out-of-town employee or other
special purpose approved by employee's manager. Total cost per person should be limited to daily meal cap of
$65, excluding tax and tip. IRS requires that names of all attendees be listed individually if less than 10 employees
are present; if more than 10 employees are present list each department and total employees / department.
Working lunches and dinners require approval and must conform to the daily meal cap of $65.
Effective December 1, 2016
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Travel and Expense Reporting Policy for Envision Healthcare Employees
5.5 Alcohol Consumption
Unless otherwise specified in the Employee Handbook, alcoholic beverages within reason are permitted at
appropriate internal and external business functions (e.g., business meals, business entertainment or company -
sponsored events) provided the employee consumes responsibly and uses good judgment. If an employee has any
concerns that they are not capable of driving after such events, Envision will reimburse the cost of alternative
transportation to ensure that the employee does not place himself/herself or others in danger. An employee who is
arrested and convicted for driving under the influence while in the performance of Envision business or when
returning from a business function, is subject to disciplinary action, up to and including termination.
6. Miscellaneous Travel
6.1 Emergency Travel Assistance
Envision relies upon its employees to exercise good judgement and caution while traveling. The U.S. Department
of State's travel section, TSI -USA travel alerts, personal physicians and others can provide guidance regarding
healthy travel tips. All travelers should have TSI -USA phone numbers readily available for travel assistance.
6.2 Telephone Expense
Employees without a company -issued cell phone will be reimbursed for business calls on personal cell phones
based on the percentage business calls represent of their total bill. Enter the amount to be reimbursed into Concur
Expense and submit a copy of the first page of the phone bill showing the current amount due (no past due
amounts will be used in the calculation) with the business call percentage entered beside the total due. Travelers
without a company -issued cell phone will be reimbursed for one personal call each day away from home on
company business at a cost not to exceed $10.00 for domestic travel or $20.00 for international travel.
6.3 Award Programs
Employees may participate in frequent traveler award programs sponsored by airlines, hotels, rental car and credit
card companies. Points and status earned as a result of company business travel belong to the traveler. However,
employees are prohibited from selecting more expensive airfare and/or hotels to increase their award status.
6.4 Tipping / Gratuities
Below are acceptable tipping percentages by service type. Tip amounts that exceed these percentages may not
be reimbursable.
• Waiters: 15 - 20% of total bill before taxes. Gratuity for large groups may already be added to the bill; if
adding additional tip, total may not exceed 20%. Include tip amount with meal charge on the expense report.
• Taxi / Limo / Shuttle Bus: 10 - 15% of the fare. Should be added to the fare on the receipt.
• Bellhop / Porters / Airport curbside check-in: Guideline is $1.00 per bag, record as separate line item.
▪ Hotel Maids: Tips for hotel maids are not reimbursable.
6.5 Laundry
Employees will be reimbursed for reasonable laundry expense after 6 or more consecutive business travel days or
when unusual circumstances make these services necessary. Traveler is expected to apply good judgement to
minimize costs. Receipts are required to support the expense.
6.6 Cash Advances
Cash advances for travel related expenses will not be granted.
6.7 Foreign Travel
When foreign currency is used for payment, enter the foreign "city" on each expense line item and Concur Expense
will automatically calculate the conversion rate from the country of purchase into US dollars.
6.8 Seminars Sponsored by Other Organizations
Internal Revenue Service (IRS) rules require Envision to separately report the cost of meals associated with
seminars or sponsored events. To comply with this regulation, employees attending such events must complete his
/ her expense reports as follows:
glfective December 1, 2016
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Travel and Expense Reporting Policy for Envision Healthcare Employees'
• Record the portion of the cost relating to meals on the "Meals" line.
• Record remaining event costs under "Training, Seminars, and Conventions"
• Provide a valid account code for all miscellaneous items.
7. Groups and Meetings
Group travel is defined as 10 or more employees traveling to the same destination for a specific purpose. All
aspects of group travel are expected to be coordinated through and negotiated by TSI -USA Groups Department.
TSI -USA will work closely with each meeting planner to select the site and hotel; negotiate the lowest possible
room rates; extend room rates pre and post event if desired; eliminate fees for Wi-Fi, resort and parking; include
additional amenities such as meeting space, food/beverage, etc. at significantly reduced rates or no charge. TSI -
USA will assist in developing and managing the registration website to coordinate airfare, hotel and ground
transportation; provide rooming lists and ad hoc reports as needed; successfully handle attrition issues for unused
rooms and assist with hotel invoice reconciliation.
Hotel room and tax charges may be centrally expensed and allocated to each attendee's GL code. Or when group
expenses are impractical to allocate to each employee, the appropriate management level must pay and submit the
expenditure for reimbursement. Each employee attending a Group or Meeting event should pay for his/her
individual business expenses and submit an expense report for reimbursement. Group food and beverages must
be reported as "Entertainment". All other expenses (transportation, mileage, airport parking, etc.) are to be
reported under the appropriate expense category. All expense reports associated with the meeting must show the
event name (Stars of Life, Practice Summit, GM Summit, Strategic Planning, etc.).
8. Gift Policy for Employees
If an employer gives an employee cash, gift certificates, event tickets or similar items that are convertible to cash,
the value is considered additional wages regardless of the amount. (See IRS Regulation 1.132-6(c)). Form 121-A
must be submitted to support the gift, please refer to the Envision Payroll Policy for details on proper handling.
9. Expenses Not Reimbursable via Expense Report
Purchases for routine goods and services are expected to be procured through Verian, Envision's procurement
software, as it offers Envision the best pricing and the most secure and effective procure -to -pay process. ALL
expenses noted below MAY NOT be purchased with personal credit cards and submitted for reimbursement
through Concur Expense software unless an emergency situations exits. "Emergency" situations are not to be
abused and will be monitored.
▪ Capital expenditures — ONLY through Verian.
• College tuition — submit proper documentation to HR and HR will submit a check request.
• Charitable contributions or sponsorships of any kind — discuss with Compliance.
• Rent or extended stay housing payments — set up on recurring payable or submit invoice.
• Supplemental air travel insurance or any other trip insurance — not reimbursable.
• Personal medical or dental expenses, barber, manicurist, masseur, etc.
• Personal entertainment for traveler: movies, sporting events, golf, tennis, books, video game rental, etc.
• Traffic fines, towing, court costs, etc. incurred by employee while traveling on company business.
• Personal items — clothing, shoes, socks, toiletries, medications, etc. are not reimbursable except under very
rare circumstances. Cost must be reasonable and the need for exception clearly stated and approved by
management.
• Replacement or reimbursement of personal property lost, stolen or damaged (sun glasses, golf clubs, etc.)
unless covered under a current Collective Bargaining Agreement.
• Baby-sitting, Krouse -sitting or pet -sitting fees.
• Spouse or other family member expenses except under certain circumstances approved by management.
• Annual fees associated with personal credit cards, late payment fees, etc.
• Costs associated with trip extensions or side trips for personal reasons.
Effective Decenzher I, 2016
Page 12 of 14
Travel and Expense Reporting Policy for Envision Healthcare Employees
10. Expense Reporting and Required Support Documentation
Employee business expenses must meet extensive record keeping requirements imposed by the IRS. Payment
with cash is strongly discouraged unless it is the only method accepted by the vendor.
• All expense reports are expected to be processed in Concur Expense -- No paper expense reports may be
submitted to the Envision Payroll Expense Report Coordinator for processing.
▪ Payroll reviews each expense report for calculation accuracy, policy compliance, business purpose, and proper
supporting documents. Compliant expense reports with appropriate approvals will reimburse in the next payroll
check run. Noncompliant expense reports will be sent back to the employee through Concur Expense with a
reason for rejection. The expense report must be corrected and re -approved before it will be paid.
• Expense reports need to be entered directly into Concur Expense by the employee or by a delegate on behalf
of the employee; Concur expense automatically routes the employee's expense report to the proper approver.
• Employees are expected to file expense reports within 30 days of last trip expense; all expenses related to a
single business trip must be submitted on one expense report. Internal Audit will monitor timeliness of expense
report filing and counsel chronic offenders.
• Expense reports for mileage only may include multiple days. If the mileage calculator in Concur Expense is
used for each origin/destination trip, NO mileage logs will be required.
▪ All company paid airfare must be recorded on the expense report even though the employee will not be
reimbursed this amount. Origin and destination cities must be input in the description field.
▪ Clearly and correctly describe each expense. No receipt is required for an expense less than $25, except
airline and baggage fees.
• When entertaining, the customer name, title, and company must be entered in the "attendees" field. The
attendee feature in Concur Expense is expected to be used for this purpose.
▪ Submit an original receipt to support every expense as noted below that is generated by the vendor and MUST
include vendor name and address, date of transaction and dollar amount paid. Do not alter receipts.
• Itemized hotel receipt (folio) is required for all hotel stays.
• Restaurant receipt for meals over $25, excluding tax and tip are required - tear tabs are not acceptable.
• Rental car and fuel requires a receipt.
• E -Invoice with flight destination and departure cities, dollar amounts, ticket number(s) and service fees
are required.
• Tips should be included with the main expense, i.e. meal tips added to restaurant receipt, etc.
• NO hand written receipts are acceptable EXCEPT for:
• Taxi cabs but must include transaction date, amount and the to / from location must be noted
• Paramedic / EMT certifications for which the certifying agency does not provide a printed receipt.
• Proof of payment (credit card statement or canceled personal check) is required:
• When there is no vendor receipt or acceptable documentation for an expense.
• When receipt detail is not clear, mostly illegible or completely illegible.
• When the invoice shows the amount due, but no form of payment.
• If cash was the form of payment for any of the above instances, an addendum is also required if the
amount is greater than $25. This addendum does not require an approval signature as the approver
has full visibility to this addendum through Concur Expense.
10.1 Receipts in Concur Expense and Expense Report Submission
• Receipts can be emailed to the "receipt store" within Concur Expense receipts @..concur.com, or emailed to
your desktop or personal folder, then copied into Concur Expense.
• Receipts can be captured using the Concur mobile application and attached to an expense report from a smart
phone or used later when attaching receipts to the expense report through Concur Expense online.
• Upon completion, select "submit" and the expense report / receipts route to designated manager for approval.
• Once the manager approves the expense report routes to Envision Healthcare Payroll for review and payment.
• Notification emails relative to each step in the process are sent to the submitter of the expense report.
Effective December 1, 2016
Page 13 of 14
Travel and Expense Reporting Policy for Envision Healthcare Employees
11. Training on Concur Travel and Expense Software
11.1 Concur Travel
Training on the use of Concur Travel is available through the following resources:
▪ Concur Travel site: Log into Concur, select the Travel Tab, click on "Help" in the upper right hand corner.
▪ Concur Training website: http:llwww.concurtraining.comlpr/qet-sta rted
• Monthly TSI -USA hosted training sessions: List of dates/times and login information is available on the Envision
Portal, select the Employee Resources tab on top, then select Procurement Documents on the left and open
the TSI -USA Concur Training Dates document.
11.2 Concur Expense
Training on. Concur Expense is available through the following resources:
• Concur Expense site: Log into Concur Expense, click on Help in the upper right hand corner.
• Concur Training website: https:llwww.concursolutions.com/expense/client/view training.asp
▪ Concur Expense QuickStart Guides provide step-by-step instructions, screenshots and additional information to
help you get up and running quickly; available through the link below.
https:llevhc.webex.com/evhc/Idr.php?RCID=08c35d8f5883c82b05c88733a05a91 d1
12. Corporate Travel Cards
The Company may assist an employee in securing a Corporate Travel Card through American Express when
business travel exceeds $1,000 per month (not including airfare) or if personal circumstances approved by the
respective company CFO warrant issuance of a card. The Corporate Travel Card would be issued in the
employee's name under Envision Healthcare's Commercial Card Agreement. As such, the sole purpose of the
Corporate Travel Card is for Company business travel expenses and use of the card for personal expenses is
strictly prohibited.
Corporate Travel Card Holders must pay American Express in full within the 30 day payment terms governing the
card. Cards with unpaid charges beyond 45 days will be automatically suspended and reactivated only when full
payment is made to American Express. Corporate Travel Card Holders are expected to log onto the following
American Express website periodically to ensure that his / her account is current: www.americanexpress.com
Effective December 1, 2016
Page 14 of 14
RESOLUTION NO. 2017-105
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING
THE CITY MANAGER TO EXECUTE A SOFTWARE LICENSE AND
SUPPORT AGREEMENT WITH AMERICAN MEDICAL RESPONSE
WEST FOR MULTI -EMS DATA SYSTEM
WHEREAS, the City of Lodi is a public agency located in the County of San Joaquin,
State of California; and
WHEREAS, in 2015, the California State Legislature enacted AB 1129, requiring all pre-
hospital emergency medical care providers to collect and submit data to the local Emergency
Medical Services (EMS) agency using an electronic health record system that exports data in a
format that is required by the local EMS agency; and
WHEREAS, the San Joaquin County EMS Agency (SJCEMSA) is in the process of
drafting a policy to implement the provisions of AB 1129, with a projected implementation date
of July 1, 2017. As required by statute, all ePCR systems must be capable of integrating with
and submitting data to the SJCEMSA's data system; and
WHEREAS, American Medical Response West, a California Corporation ("AMR"), will
provide license and support; and
WHEREAS, the term of the agreement is an evergreen contract with a one-time opt -in
cost and a service per year of $1.00 per call for the lifetime of the agreement, unless earlier
terminated or renewed in accordance with the provision of the agreement; and
WHEREAS, the initial configuration, start-up and training is $7,012.50, and the estimated
travel expense per installation is $3,000. Custom reporting and integration development hourly
rate is $150. Staff estimates 3,000 calls for the first year of service at a cost of $3,000
(assuming $1.00/call and 3,000 calls estimated annually). State regulatory reporting, basic
report package and maintenance is included in the license fee; and
WHEREAS, staff recommends that the City Council authorize the City Manager to
execute the agreement.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby
authorize the City Manager to execute the Software License and Support Agreement with
American Medical Response West for MEDS (Multi -EMS Data System), in an amount not to
exceed $14,000.
Dated: June 7, 2017
hereby certify that Resolution No. 2017-105 was passed and adopted by the City
Council of the City of Lodi in a regular meeting held June 7, 2017 by the following vote:
AYES: COUNCIL MEMBERS — Chandler, Johnson, Mounce, Nakanishi, and
Mayor Kuehne
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — None
ABSTAIN: COUNCIL MEMBERS — None
2017-105
-iy\,2k-TAkitAre
NIFER . FERRAIOLO
y Clerk
cI1
SOFTWARE LICENSE AND SUPPORT AGREEMENT
Between
City of Lodi Fire Department
and
American Medical Response West
THIS AGREEMENT is made this day July 1, 2017 (the "Effective Date"), by and between City of Lodi, a municipal corporation
("Licensee"), and American Medical Response West, a California Corporation ("AMR"). Licensee desires to license from AMR
certain software products and related documentation as described in such written Schedules (as defined below) as may be agreed
upon by the parties in accordance with the terms of this Agreement, and AMR desires to license to Licensee such software products
and related documentation. The license arrangement may, but need not, include installation and implementation of one or more
computer programs, creation or provision of related printed material, as well as other development, support and maintenance
services, all as may be described in appropriate Exhibits to this Agreement.
Agreement
In consideration of the foregoing Recitals (which
are incorporated herein) and the mutual covenants and
agreements contained herein, the parties hereto agree as
follows:
1. Definitions.
The following terms, when used in this Agreement,
shall have the following meanings:
1.1 Agreement. "Agreement" shall mean this
document and all exhibits referenced herein and
attached hereto, and any and all Schedules entered into
hereunder.
1.2 Annual Maintenance Fee. "Annual
Maintenance Fee" shall mean the annual maintenance
fee for the Licensed Products, if any.
1.3 Confidential Information. "Confidential
Information" shall mean, with respect to a party hereto,
all information or material which: (i) gives that party
some competitive business advantage or the opportunity
of obtaining such advantage, or the disclosure of which
could be detrimental to the interests of that party; and
(ii) which is (A) marked "Confidential," "Restricted," or
"Proprietary Information" or other similar marking,
(B) known by the parties to be considered confidential
or proprietary, or (C) which should be known or
understood to be confidential or proprietary by an
individual exercising reasonable commercial judgment
in the circumstances. Confidential Information does not
include information to the extent that such information:
(i) is or becomes generally known to the public by any
means other than a breach of the obligations of a
receiving party hereunder; (ii) was previously known to
the receiving party as evidenced by its written records;
(iii) is rightly received by the receiving party from a
third party who is not under an obligation of
confidentiality; or (iv) is independently developed by
1
the receiving party without reference to or use of the
other party's Confidential Information.
1.4 Defect. "Defect" means the failure of the
Licensed Products to perform in all material respects
in accordance with the Documentation or to perform in
all material respects in accordance with such other
warranties, descriptions and specifications as may be set
forth herein or in a Schedule hereto.
1.5 Documentation. "Documentation" shall
mean any and all written or electronic documentation
furnished or generally made available to licensees by
AMR relating to the Software, including the
Specifications and any operator's, user's or training
manuals.
1.6 Installation Site. "Installation Site", if
applicable, shall mean the site where the Licensed
Products are to be installed.
1.7 Intellectual Property. "Intellectual Property"
shall mean all inventions (whether or not protectable
under patent laws), works of authorship, information
fixed in any tangible medium of expression (whether or
not protectable under copyright laws), moral rights,
mask works, trademarks, trade names, trade dress, trade
secrets, know-how, ideas (whether or not protectable
under trade secret laws), concepts, techniques and all
other subject matter protectable under patent, copyright,
moral right, mask work, trademark, trade secret, or
other laws, including without limitation all new or
useful art, combinations, discoveries, formulae,
manufacturing techniques, business methods, technical
developments, artwork, software, programming, applets,
scripts, and designs.
1.8 License Fee. "License Fee" shall mean the
applicable license fee for the Licensed Products.
1.9 Licensed Products. "Licensed Products"
shall mean the Software described in each Schedule, the
Documentation for the Software.
1.10 Maintenance Services. "Maintenance
Services" has the meaning set forth in Section 4.3.
1.11 Party. "Party" shall mean the "AMR" or
"Licensee," individually as the context so requires; and
"Parties" shall mean the "AMR" and "Licensee,"
collectively.
1.12 Personnel. "Personnel" shall mean and
include a Party's directors, officers, employees, agents,
auditors, consultants, outsourcers and subcontractors.
1.13 Schedule. "Schedule" shall mean each
schedule executed by Licensee and AMR hereunder in
substantially the form of that attached hereto as
Exhibit A.
1.14 Scheduled Delivery Date. "Scheduled
Delivery Date" shall mean the date the Licensed
Products are scheduled to arrive at the Installation Site
-pursuant to the applicable Schedule.
1.15 Service Bureau AITangcment. "Service
Bureau Arrangement" means any arrangement whereby
Licensee makes the Software available to third parties
for a fee to allow such third parties to enjoy the benefits
of the Software. Application service providers shall be
deemed to operate as a Service Bureau Arrangement.
1.16 Software. "Software" shall mean AMR's
proprietary MEDS 4.0 ePCR software, in machine-
readable, compiled object code format only (unless
otherwise specified in a schedule), including any
Updates but excluding any Third Party Software.
1.17 Specifications. "Specifications" shall mean
the standard published specifications for the Software,
together with other mutually agreed to specifications for
the Software as identified in a Schedule.
1.18 Third Party Software. "Third Party
Software" shall mean any computer programs or
Intellectual Property developed or owned by third
parties that are incorporated into the Software or
provided by AMR to Licensee for use with the
Software. AMR warrants and represents that it has
authority to license or sublicense any Third -Party
Software incorporated in the Software to Licensee.
AMR further warrants and represents that it shall
maintain any Third -Party Software license during the
course of this Agreement. Licensee shall use any Third -
Party Software without any additional fees or charges.
1.19 Updates. "Updates" means Software issued
by AMR at no additional charge to its licensees that
have an agreement for maintenance or support in effect
and current on payments for said maintenance. Updates
2
do not include new versions, products or upgrades that
contain major enhancements or additional functionality
that distinguish it significantly from prior versions of
the Software, and for which AMR charges an additional
license fee to its existing licensees. Updates include bug
fixes, corrections and other similar modifications.
AMR shall also provide Licensee with any Updates to
Third -Party Software.
2. Grant and Scope of License.
2.1 Grant of License. AMR hereby grants to
Licensee a, non-exclusive license to use those Licensed
Products described on each Schedule for its normal
business purposes, commencing upon the delivery to
Licensee of such Licensed Products and continuing
thereafter until terminated in accordance with the
provisions of this Agreement or the applicable
Schedule. With respect to any license designated on the
applicable Schedule as a seat license, such license shall
only apply to the number of seat licenses purchased
under such Schedule.
2.2 Schedules. Each Schedule, when executed by
an authorized representative of both parties, shall
constitute a separate agreement and each such Schedule
incorporates therein all of the terms and conditions of
this Agreement. The parties shall work together to
ensure that each Schedule is consecutively numbered to
facilitate identification and includes, to the extent
applicable, those particulars set forth in the form of
Schedule attached hereto and such other terms and
conditions as the parties may wish to include.
2.3 Use Limitations. Licensee agrees that except
to the extent permitted herein, as permitted by
applicable copyright law, or as permitted in a Schedule,
it will not modify, de -compile, disassemble, or reverse
engineer the Software, in whole or in part.
2.4 Title. As between AMR and Licensee, AMR
retains title to the Licensed Products and associated
Intellectual Property provided by it hereunder and AMR
does not convey any proprietary interest therein to
Licensee other than the licenses and rights as specified
herein. Title to the media on which the licensed
materials are recorded shall pass to Licensee on
delivery.
2.5 Updates. AMR shall provide Updates to
Licensee of any Software or Third -Party Software
licensed or sublicensed hereunder at no additional
charge so long as Licensee continues to acquire and pay
for maintenance or support services with respect to such
Software. All Updates provided hereunder shall be
provided with any Documentation applicable thereto.
3. Fees, Invoice and Payment.
3.1 Fees. Unless otherwise specified on a
Schedule, AMR may invoice Licensee for the License
Fee after the date the Software has been delivered to
Licensee. If applicable, AMR may invoice Licensee for
the Maintenance Service fees for the initial Maintenance
Service after execution of the Maintenance Agreement.
AMR may invoice Licensee for any other charges
payable under this Agreement after the occurrence of
the event giving rise to the payment obligation
underlying the invoice.
3.2 Invoices. Each invoice shall describe the
Licensed Products for which the invoice has been
forwarded to Licensee. Licensee will pay such invoices
within thirty (30) days after receipt. Unless otherwise
specified in the Schedule, all payments shall be in
United States dollars.
3.3 Taxes. All fees are exclusive of all taxes,
duties or levies, however designated or computed.
Licensee shall be responsible for and pay all taxes based
upon the use of AMR Products, or the program storage
media, or upon payments due under this Agreement
including, but not limited to, sales, use, or value-added
taxes, duties, withholding taxes and other assessments
now or hereafter imposed on or in connection with this
Agreement or with any Maintenance Agreement granted
hereunder, exclusive of taxes based upon AMR's net
income. In lieu thereof, Licensee shall provide to AMR
a tax or other levy exemption certificate acceptable to
the taxing or other levying authority.
3.4 Reimbursable Expenses. To the extent
applicable, AMR will be reimbursed for expenses that
are reasonable and warranted and in accordance with
AMR policies. (Attached hereto as Exhibit C.)
4. Delivery and Installation and Maintenance.
4.1 Delivery. AMR agrees to deliver the
Licensed Products on the Scheduled Delivery Date to
the applicable Installation Site. In the event that AMR
fails to deliver the Licensed Products to Licensee on the
Scheduled Delivery Date, Licensee may withhold any
current or future payments owed to AMR until AMR
completes delivery.
4.2 installation. Unless otherwise specified on a
Schedule, Licensee is fully responsible for installation
of the Licensed Products.
4.3 Maintenance Services. Maintenance and
support services for the Licensed Product
("Maintenance Services") may be purchased by
Licensee as set forth on the applicable Schedule.
Maintenance Services shall be provided in accordance
with the form of Maintenance Agreement attached
hereto as Exhibit 13. Maintenance Services shall be
provided on an automatic, annual renewable term basis.
3
AMR shall notify Licensee thirty (30) days prior to any
automatic renewal to allow Licensee the option to
decline the automatic renewal ("Notice of Renewal").
No automatic renewal shall be valid unless AMR has
sent Notice of Renewal to Licensee.
5. Disclaimer of Warranties.
5.1 Disclaimer of All Warranties. THE
SOFTWARE IS PROVIDED "AS IS". ALL
WARRANTIES, BOTH EXPRESS AND IMPLIED,
INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF
MERCHANTABILITY AND OF FITNESS FOR A
PARTICULAR PURPOSE ARE EXPRESSLY
DISCLAIMED.
6. Indemnification.
6.1 Mutual Indemnity. Licensee agrees to
indemnify and hold harmless AMR and its affiliates and
their respective officers, directors, and employees
(collectively the "AMR Indemnified Parties") against
all damages, liabilities and costs, including reasonable
attorneys' fees, but only to the extent caused by the
Licensee's negligent acts in connection with the subject
of this Agreement and the acts of its elected and
appointed officers, directors, employees, or anyone for
whom Licensee is legally liable.
AMR agrees to indemnity and hold harmless
Licensee and its elected and appointed officers,
directors, and employees (collectively "Licensee
Indemnified Parties") against all damages, liabilities and
costs, including reasonable attorneys' fees, but only to
the extent caused by AMR's negligent acts in
connection with the subject of this Agreement and the
acts of the AMR Indemnified Parties, or anyone for
whom they are legally liable.
Neither Licensee or AMR shall be obligated to
indemnify the other party in any manner whatsoever for
the other party's own negligence.
6.2 Indemnification Procedure. If a claim is made
against a party (the "Indemnified Party") for which the
other party (the "Indemnifying Party") is obligated to
indemnify Indemnified Party, and if Indemnified Party
intends to seek indemnity with respect to such claim,
Indemnified Party shall promptly notify Indemnifying
Party in writing of such claim. Indemnifying Party shall
have twenty (20) days after receipt of the above-
mentioned notice to notify Indemnified Party in writing
of its intent undertake, conduct and control, through
counsel of Indemnifying Party's own choosing (subject
to the consent of Indemnified Party, such consent not to
be unreasonably withheld) and at Indemnifying Party's
expense, the settlement or defense, or both, of such
claim, and Indemnified Party shall cooperate with
Indemnifying Party in connection with such efforts;
provided that: (i) Indemnifying Party shall permit
Indemnified Party to participate in such settlement or
defense through counsel chosen by Indemnified Party,
provided that the fees and expenses of any such counsel
so chosen by Indemnified Party shall be borne by
Indemnified Party, and (ii) Indemnifying Party shall
promptly reimburse Indemnified Party for the full
amount of any loss resulting from such claim and all
related expense incurred by Indemnified Party. So long
as Indemnifying Party is reasonably contesting any such
claim in good faith, Indemnified Party shall not pay or
settle any such claim. If Indemnifying Party does not
notify Indemnified Party within twenty (20) days after
receipt of Indemnified Party's notice of a claim of
indemnity under this Agreement that Indemnifying
Party elects to undertake the defense of such claim,
Indemnified Party shall have the right to contest, settle
or compromise the claim in the exercise of Indemnified
Party's exclusive discretion, which shall be at the
expense of Indemnifying Party. Indemnifying Party
shall not, without the prior written consent of
Indemnified Party, enter into any settlement agreement
on terms that would diminish the rights provided to
Indemnified Party or increase the obligations assumed
by Indemnified Party under this Agreement.
6.3 Prompt Notice. Both AMR and Licensee
agree to give each other prompt written notice of any
threat, warning or notice of claim or action against the
other.
7. Confidential Information.
7.1 Confidential Information. Each party shall
use at least the same degree of care in safeguarding the
other party's Confidential Information as it uses in
safeguarding its own Confidential Information, but in
no event shall a party use less than reasonable diligence
and care. Each party hereby agrees that (i) during the
term of this Agreement and at all times thereafter it
shall not commercialize or disclose the other party's
Confidential Information to any person or entity, except
to its own Personnel, and in the case of Licensee, the
Personnel of Licensee Affiliates (collectively, the
"Representatives") having a need to know; (ii) it will
not use or permit its Representatives to use any
Confidential Information for purposes other than in
connection with performance of its duties under this
Agreement; (iii) it will disclose Confidential
Information of the other only to those Representatives
who are contractually bound to maintain the
confidentiality thereof; and (iv) it will be responsible for
any disclosure or misuse of Confidential Information by
such representatives. Notwithstanding the foregoing,
each party may disclose Confidential Information
pursuant to a requirement or request of a governmental
agency or pursuant to a court or administrative
subpoena, order or other such legal process or
requirement of law, or in defense of any claims or
causes of action asserted against it; provided, however,
that it shall: (i) first notify the other of such request or
requirement, or use in defense, unless such notice is
prohibited by statute, rule or court order; (ii) attempt to
4
obtain the other's consent to such disclosure; and (iii) in
the event consent is not given, agree to permit a motion
to quash, or other similar procedural step, to frustrate
the production or publication of information.
Notwithstanding the foregoing, nothing herein shall
require either party to fail to honor a subpoena, court or
administrative order or requirement on a timely basis.
Each party shall cooperate with the other in an effort to
limit the nature and scope of any required disclosure of
Confidential Information.
8. Limitation of Damages.
8.1 Limitation of Damages. IN NO EVENT
SHALL EITHER PARTY BE LIABLE FOR ANY
SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, IN TORT
INCLUDING NEGLIGENCE, BY STATUTE OR
UNDER ANY QUASI -CONTRACTUAL THEORY
OF LIABILITY, EVEN IF A PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT SHALL AMR'S
LIABILITY UNDER THIS AGREEMENT EVER
EXCEED THE AGGREGATE AMOUNT OF THE
LICENSE FEES AND MAINTENANCE FEES
RECEIVED BY AMR HEREUNDER DURING
THE TWELVE (12) MONTH PERIOD
PRECEDING THE ACTION GIVING RISE TO
THE CLAIM OR CLAIMS.
9. Termination.
9.1 Termination. Either party may terminate this
Agreement with three (3) days prior written notice to
the other party. AMR may immediately terminate this
Agreement for any breach by Licensee. This Agreement
shall automatically terminate in the event that AMR is
no longer the primary advanced life support transport
provider in San Joaquin County, California.
10. Miscellaneous.
10.1 Excusable Delays. In no event shall either
party be liable one to the other, for any delay or failure
to perform hereunder, which delay or failure to perform
is due to causes beyond the control of said party,
including, but not limited to, acts of God; acts of the
public enemy; acts of terrorism; acts of' the United
States of America, or any state, territory or political
division thereof; fires, floods or other natural disasters.
10.2 Notices. Any legal notice, consent, or other
communication will be in writing and may be delivered
in person, by mail, or by facsimile copy. If hand
delivered, the notice will be effective upon delivery. If
by facsimile copy, the notice will be effective when
sent. If mailed, the notice will be effective three (3)
business days after being deposited with the United
States Postal Service by certified mail, return receipt
requested, addressed appropriately to the intended
recipient, as follows:
Licensee: Stephen Schwabauer, City Manager
City of Lodi
221 W, Pine Street
Lodi, CA 95240
AMR:
With Copy
To:
Information Technology
American Medical Response West
6363 S. Fiddlers Green Circle #1400
Greenwood Village, CO 80111
Legal Department
American Medical Response, Inc.
6363 S. Fiddlers Green Circle # 1400
Greenwood Village, CO 80111
Each party may change its address for notification
purposes by giving the other party written notice of the
new address and the date that it will be effective.
10.3 Publicity. AMR may designate Licensee as a
customer of AMR on its marketing materials both off-
line and on the Internet only with Licensee written
approval.
10.4 Binding Agreement, This Agreement shall
be binding upon the parties and their respective legal
successors and permitted assigns.
10.5 Assignment. Except as set forth herein,
neither party may assign or otherwise transfer this
Agreement or any Schedule without the consent of the
other, which consent shall not be unreasonably
withheld. Nevertheless, upon written notice to
Licensee, this Agreement or any Schedule may be
assigned or transferred in connection with a
combination, merger, or the sale of all or substantially
all of the business or assets of the AMR's business.
10.6 Relationship of the Parties. The parties
hereto agree that each party is an independent contractor
in the performance of each and every part of this
Agreement, and is solely responsible for all of its own
respective employees and agents and its labor costs and
expenses arising in connection therewith. Neither party
nor its agents or employees are the representatives of
the other party for any purpose and neither party has the
power or authority as agent, employee or any other
capacity to represent, act for, bind or otherwise create or
assume any obligation on behalf of the other party for
any purpose whatsoever.
10.7 Governing Law. The validity of this
Agreement, the construction and enforcement of its
terms, and the interpretation of the rights and duties of
the parties shall be governed by the laws of the State of
California, without reference to its conflict of laws
principles.
10.8 Modification. Amendment, Supplement,
Waiver. No modification, amendment, supplement to
or waiver of this Agreement or any of its provisions
shall be binding upon the parties hereto unless made in
writing and duly signed by both parties. A failure or
delay of either party to this Agreement to enforce at any
time any of the provisions of this Agreement, or to
exercise any option which is herein provided, or to
require at any time performance of any of the provisions
hereof, shall in no way be construed to be a waiver of
such provision of this Agreement.
10.9 Exhibits and Attachments. The terms and
conditions of any and all Schedules, Exhibits and other
attachments to this Agreement, whether now in
existence or created hereafter, are incorporated herein
by this reference and shall constitute part of this
Agreement as if fully set forth herein.
10.10 Entire Agreement. This Agreement,
together with all the Schedules, exhibits and other
attachments hereto, constitutes the entire Agreement
between the parties and supersedes all previous
agreements, promises, proposals, representations,
understanding and negotiations, whether written or oral
between the parties respecting the subject matter hereof.
10.11 Survival. The following sections shall
survive termination of this Agreement: 5.1 (Warranty
Disclaimer); 6 (Indemnification); 7.1 (Confidential
Information) 8.1 (Limitation of Damages); and 10
(Miscellaneous).
IN WITNESS WHEREOF, the parties hereto, each acting under due and proper authority, have executed this Agreement
as of the day, month and year first above written.
AMERICAN MEDICAL RESPONSE WEST
13y:
Print Name: Barry Elzig
Its: Regional Director
Date:
5
CITY OF LODI, a municipal corporation
By:
Print Name: Stephen Schwabauer
Its: City Manager
Datet
Appi ovird as to form
City ,homey
EXHIBIT A
LIST OF SOFTWARE, SUBLICENSED SOFTWARE, AND PRICES
A. Software Deliverables:
MEDS client software will be installed on Licensees hardware, owned by Licensee. To communicate with the
MEDS servers and take advantage of all MEDS capabilities, Licensees hardware must have wireless access to
the internet.
In addition to installing the MEDS client on Licensees hardware, AMR will setup an instance of MEDS
consisting of a separate configuration of the software that contains medications, users, units, and protocols
specific to EMS operations at the Licensee. Forms required by the LEMSA that will be used by the contract
transport agency will be made available to Licensee. Once tested and confirmed, changes to the configuration
should follow the change process described in Section D "Description of Deliverables" below.
Authorized users will have access to the web based PCR viewer application to view and print copies of PCRs.
B. Fees and Expenses:
1. License Fee (includes software releases) $1.00 per PCR record
2. Initial configuration, Start-up, and training $7,012.50
3. Estimate of travel expenses per installation (pass through at cost) $3,000
4. Custom reporting & integrations development hourly rate $150
5. State regulatory reporting and basic report package Included in License Fee
6. Maintenance Included in License Fee
C. Description of Deliverables:
1. MEDS software is delivered "AS IS". AMR does not provide custom software to accommodate specific
features, screen layouts or branding. However, AMR will accept requests for application enhancements
using our defined change request process. This process requires the requestor to define the change in
writing and submit it to the AMR change committee. The change committee meets quarterly to review all
submitted requests, determine if the change is beneficial and aligned with the MEDS future direction and
objectives, and prioritize the change for the development team. Not all changes are accepted for
development. The development team will schedule all approved changes into a subsequent software
release. Software releases are delivered approximately four (4) times per calendar year.
2. To ensure data integrity, privacy for our patients, access to reports, PCRs and other system data is
controlled by AMR security policies. These policies define access restrictions including unique user ids
and passwords, secure data transmission, and possibly restricted delivery to the user. All systems users are
expected to comply with security policies for using and accessing MEDS data and MEDS reporting tools.
3. Software updates are published quarterly and all users are required to be on the current release. MEDS will
notify users when updates are available and the user is expected to accept any and all updates when
prompted. In addition, AMR will communicate in advance the release notes for software updates using
email or other methods as appropriate.
4. The MEDS system is configurable. Local protocols, medicines and procedures are configured with the end
user at the time of system implementation. Changes to configuration must be submitted in writing and the
MEDS support team will use best efforts to complete requests within five (5) business days.
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D. Hardware:
The Licensee shall provide all necessary hardware and third party software for this installation per AMR's
required specifications, with the exception of an AMR required MDM. Licensee acknowledges that software
may not function optimally or performance may decrease if Licensee's hardware, third -party software and
infrastructure do not meet AMR's required specification.
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EXHIBIT B
MAINTENANCE
1. Defined Terms. The terms and conditions set forth in the Software License and Support Agreement shall have
the same meaning when used as defined terms in this Maintenance Agreement.
2. Maintenance Services. Commencing upon the date of delivery of each Licensed Product and continuing
thereafter in accordance with the provisions of the Software License and Support Agreement, AMR agrees to provide the following
maintenance services for such Licensed Product ("Maintenance Services"):
a.
Specifications.
AMR shall correct any failure of the Licensed Product to operate in accordance with the
b. AMR shall provide to Licensee any Updates to the Software.
c. AMR shall provide remote technical assistance and consultation to Licensee through its Telephone
Support Services, Monday through Friday, from 8 a.m. to 5 p.m. EST on days not considered to be recognized as holidays
by the Federal Government. In addition, AMR shall use commercially reasonable efforts to provide remote technical
assistance and consultation to Licensee seven (7) days a week from 8 a.m. to 11:59 p.m. EST.
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