HomeMy WebLinkAboutAgenda Report - February 20, 2019 C-08TM
CITY OF LODI
COUNCIL COMMUNICATION
AGENDA ITEM
C-8
AGENDA TITLE: Adopt Resolution Authorizing the City Manager to Execute Agreement with
Reporting Systems Inc., DBA Emergency Reporting, for Application Hosting and
Technology Support Services and Authorizing the Fire Chief to Approve Change
Orders as Needed ($41,176.30)
MEETING DATE: February 20, 2019
PREPARED BY: Fire Chief
RECOMMENDED ACTION: Adopt Resolution authorizing the City Manager to execute
agreement with Reporting Systems Inc., DBA Emergency
Reporting, for application hosting and technology support services
and authorizing the Fire Chief to approve change orders as needed.
BACKGROUND INFORMATION: Since 1998, the Lodi Fire Department has utilized Firehouse
Software, as the provider of the department's computer aided
reports and records management software system. Over the past
year, Firehouse Software has become unreliable. Users are unable to log in and get kicked off the
system more often than not. Firehouse has not been responsive to our requests to have the issues
corrected but have agreed to an early termination of the current contract.
Currently the Lodi Fire Department uses two platforms for incident reporting, Firehouse and Multi EMS
Data System (MEDS). By the end of 2019, all agencies participating in the JPA will be transitioning from
these two platforms to Emergency Reporting.
Emergency Reporting will provide license and services set forth in the Agreement. The term of the
agreement will be for three years with two additional one-year terms. The first year will cost $14,849.90
and each additional year up to four years will be $6,581.60 for a total not to exceed $41,176.30 with an
approved Consumer Price Index (CPI) subject to a 3 percent cap and authorizing the Fire Chief to
approve change orders as needed.
FISCAL IMPACT: The fiscal impact will be $14,849.90 for the first year and $6,581.60
each year for the next four years.
FUNDING AVAILABLE: 10040001.72369
Attachment
APPROVED:
Gene Stoddart,j- Chief
!1'14ter...
Schwa. - • . ' 4ty Manager
AGREEMENT
This Agreement and all Exhibits attached hereto ("Agreement") is made and entered into ("Effective
Date") by and between Reporting Systems, Inc., DBA Emergency Reporting, a Washington corporation ("Contractor"), and the
City of Lodi, a municipal corporation ("Lodi"). Contractor and Lodi are sometimes individually referred to as a "Party" and collectively
referred to as the "Parties." In consideration of the mutual promises and covenants contained in this Agreement, the Parties agree as
follows:
I. DEFINITIONS
1. "Acceptance" means Lodi's acceptance of the Solution in the manner set forth in Exhibits 1, 2, 3, and 4.
2. "Confidential Information" means, with respect to a Party hereto, all information or material which is either (1)
marked or identified as "Confidential," "Restricted," or "Proprietary Information" or other similar marking or
identification, or (2) known by the Parties or of the type that is typically to be considered confidential and proprietary.
Confidential Information shall consist of all information, whether in written, oral, electronic, or other form, furnished on
or after the Effective Date by one of the Parties or its Representatives ("Representative" is defined as any elected and
appointed officials, affiliate, director, officer, employee, agent, advisor, consultant, or subcontractor of either of the Parties
or their subsidiaries or affiliates) to the other Party or to its Representatives, and specifically includes but is not limited to
Lodi's individually identifiable Lodi information, Lodi's customer usage data and financial data, Lodi's customer
information, the Contractor Technology and related Documentation, the Third Party Platform and related Documentation.
In addition, Confidential Information includes all documents, including drafts, preliminary drawings or plans, notes, ideas
and communications that Lodi provides to Contractor, unless Lodi authorizes, in writing, the release of said information.
From time to time in this Agreement, Lodi's individually identifiable Lodi information, Lodi's customer usage data and
financial data, Lodi's customer information shall be referred to "City's Customer Data".
3. "Contractor Technology" means all of Contractor's proprietary technology (including software, hardware, products,
processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material
or information and any and all derivatives and modifications thereof) which Contractor shall provide to meet the
requirements of Exhibitsl, 2, 3, and 4. Contractor Technology includes any third party technology which is used in or
with the Contractor Technology.
4. "Deliverable" or "Deliverables" means a Solution component that includes Implementation Services and is prepared
specific for the Project for the delivery of the Solution but does not include the Contractor Technology or the Third Party
Platform. Any and all Deliverables must meet the requirements of Exhibits 1, 2, 3, and 4.
5. "Documentation" means with respect to (1) the standard user -oriented instructions and related materials for the use of
the Contractor Technology in a form distributed by Contractor generally to its clients, together with updates, modifications
and enhancements thereto; and (2) the standard user -oriented instructions and related materials for the use of the Third
Party Platform in a form distributed by Contractor generally to its clients, together with updates, modifications and
enhancements thereto.
6. "Go -Live" means the date on which the Solution is operating in accordance with the requirements of Exhibits 1, 3, 4, and
5.
7. "Implementation Services" means the services to be provided by Contractor to implement the Solution as further
described in Exhibit 1, 2, 3, and 4.
8. "Project" means the emergency reporting software -as -a -service platform for Fire Records Management and associated
modules.
9. "Solution" means the combination of the Contractor Technology and all other associated services and Deliverables that
are delivered to meet the requirements of the Exhibits 1, 3, and 4.
10. "Statement of Work" or "SOW" means the Statement of Work and its attachments attached hereto and incorporated
herein by reference as Exhibit 1.
11. "Support Services" means the software maintenance and support services to be provided by Contractor after
implementation of the Solution as further described in Exhibit 2.
12. "Term" means the term of this Agreement as set forth in Section III.
13. "Third Party Platform" means the software and technology and equipment (and any and all derivatives and
modifications thereof) used to provide the Integrated Library Services as described in Exhibits,1, 2, 3, and 4. Third Party
Platform includes any third party technology which is used in or with the Third Party Platform.
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II. SCOPE OF PROJECT/SOLUTION DELIVERY
A. Contractor shall deliver the Solution in accordance with this Agreement, including, all Exhibits, and Contractor shall
not be deemed to have successful delivered the Solution (including, any Deliverable) unless Contractor obtains
Acceptance. In connection with the foregoing, the successful completion of the Solution means, at a minimum, that the
Solution shall be operating in a production environment processing Lodi's actual data pursuant to the terms of this
Agreement.
B. In compliance with all of the terms and conditions of this Agreement, Contractor shall perform the Implementation
Services and Support Services. The Fire Chief or designee may elect to delete any portion of the Implementation
Services or Support Services; providing no such deletion may adversely impact the ability of Contractor to provide the
Solution and Support Services.
C. Contractor shall perform all Implementation Services and Support Services in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals in the same discipline in the State
of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the
Implementation Services and Support Services. Contractor warrants that all employees and sub -consultants, if any, shall
have sufficient skill and experience to perform the Implementations Services and Support Services assigned to them.
By performance of the Implementation Services and Support Services, Contractor certifies that the Implementation
Services and Support Services conform to the requirements of this Agreement; and all applicable federal, state and local
laws. Contractor represents and warrants to Lodi that it has, shall obtain, and shall keep in full force in effect during the
term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever
nature that is legally required of Contractor to practice its profession.
D. Contractor represents and warrants that Contractor: (1) has thoroughly investigated and considered the Solution's
performance, Implementation Services, and Support Services to be performed; and (2) has carefully considered how the
Solution, Implementation Services and Support Services should be provided. Should Contractor discover any latent or
unknown conditions materially differing from those inherent in the provision of such Solution's performance,
Implementation Services and Support Services or as represented by Lodi, Contractor shalt promptly inform Lodi of such
fact and shall not proceed except at Contractor's risk until written instructions are received from Lodi.
E. Neither Lodi nor any of its employees shall have any control over the manner, mode or means by which Contractor, its
agents or employees, perform Solution, the Implementation Services and Support Services required herein, except as
otherwise set forth herein. Except as expressly provided herein and the Exhibits, Lodi shall have no voice in the
selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Contractor shall perform the Solution, all Implementation Services and
Support Services required herein as an independent contractor of Lodi and shall remain at all times, as to Lodi, a wholly
independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in
any manner represent that it or any of its agents or employees are agents or employees of Lodi. Lodi shall not in any
way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venture
or a member of any joint enterprise with Contractor.
F. In consideration for the compensation paid to Contractor by Lodi, Contractor agrees that Lodi shall not be liable or
responsible for any benefits, including, but not limited to, worker's compensation, disability, retirement, life,
unemployment, health or any other benefits, and Contractor agrees that it shall not sue or file a claim, petition or
application therefore against Lodi or any of its officers, employees, agents, representatives or sureties.
III. TERM; TIME OF PERFORMANCE; AUTHORIZATION TO PROCEED;
IMPLEMENTATION PROCESS
A. The Term of this Agreement shall commence on the Effective Date and shall continue for an initial Term of
Three Years, unless terminated earlier as set forth in Section XI herein. The Parties may extend this Agreement
for up to two (2) additional one (1) year Terms. The Fire Chief or designee is authorized to extend the Term of this
Agreement on behalf of Lodi.
B. Contractor shall perform and complete the Solution, Implementation Services, and Support Services in accordance with
the Exhibits. The failure of Contractor to strictly adhere to the schedule may result in termination of this Agreement by
Lodi.
C. The time period(s) specified for performance of the Implementation Services and Support Services shall be extended
because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor,
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including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods,
pestilence, and other natural catastrophes, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars,
litigation, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, government priorities,
restraint by court order or public authority and action or non -action by or inability to obtain the necessary authorization
or approvals from any governmental agency or authority, and/or acts of any governmental agency, including Lodi, which
by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of
due diligence has been unable to overcome, if Contractor shall within ten (10) days of actual or constructive knowledge
of the commencement of such delay notify the Project Manager in writing of the causes of the delay. The Project
Manager shall ascertain the facts and the extent of delay, and shall extend the time for performing the Implementation
Services or Support Services for the period of the enforced delay. In the event of delay, however caused, Contractor's
sole remedy shall be an extension of the Agreement, pursuant to this Section, and Contractor shall not be entitled to
recover damages against Lodi.
C. Authorization to Proceed. Contractor shall, upon the Effective Date, commence with the procurement and
implementation of the Solution. Lodi's execution of this Agreement constitutes Lodi's agreement to the terms herein
and authorization for Contractor to commence with the procurement and implementation of the Solution.
D. implementation Process. Each Party shall comply with its respective obligations in connection with the implementation
of the Solution as such are further described in the Exhibits.
IV. FEES
A. Fees.
1. Lodi shall pay Contractor fees totaling Fourteen Thousand, Eight Hundred Forty -Nine Dollars and 90/100 Cents
($14,849.90) for the first year of services, in accordance with the Exhibit 1 ("Implementation Fee"). This
Implementation Fee shall cover the Implementation Services described in Exhibits 1, 2, 3, and 4. This Implementation
Fee or portions thereof shall be paid within thirty (30) days of Lodi's receipt of an invoice for those successfully
completed tasks listed in the Statement of Work.
2. Contractor shall invoice Lodi for the transactions in the per transaction amounts set forth in Exhibit 2. Lodi shall pay
Contractor for those transactions within thirty (30) days of Lodi's receipt of an invoice. Except as provided in Section
IV.A.1, the total fees for the transactions shall not exceed Six Thousand, Five Hundred Eighty -One Dollars and 60/100
Cents ($6,581.60) per Term year ("Annual Amount"). The Transaction fees set forth in Exhibit 4 during the Term in
an amount not -to -exceed the Consumer Price Index (CPI) for all Urban Consumer for San Francisco -Oakland -San
Jose, California Area, All Items (1982-84=100). The base for the CPI shall be the most recent twelve month period
subject to a 3% cap.
3. It is understood by and agreed between the Parties to this Agreement that full and complete payment for the Solution,
the Implementation Services, and the Support Services shall not exceed the Implementation Fee for the first year of
the Term and the Annual Amount for each year of the Term thereafter.
B. Change Order. The Fire Chief or designee is authorized to approve additional expenditures not to exceed Ten Percent
(10%) of the Implementation Fee or Annual Amount for Extra Work not included in the Exhibits.
1. Contractor or Lodi may initiate a request for Extra Work through a written request called a Change Order
Request. The other Party shall review and approve or reject the Change Order Request in a timely manner. After
initial approval of any Change Order Request, the Fire Chief or designee shall review all Change Order Requests,
and, so long as the Fire Chief or designee determines in his sole discretion that the Change Order Requests meets
the requirements of this Section IV.B., the Fire Chief or designee shall approve it and issue a Change Order for
the Extra Work.
2. In no event shall Contractor render Extra Work beyond the Solution set forth in the Exhibits without the prior
written authorization of the Fire Chief or designee.
3. All Extra Work approved in writing by the Fire Chief or designee shall be billed at either the rates set forth in
Exhibit 2 or at a fixed price, at Lodi's sole discretion. If billed at a fixed price, Contractor shall provide Lodi
with general description of the Extra Work to be performed with a proposed price. At such time as the Fire Chief
or designee has approved the Extra Work, has agreed to a fixed price for the Extra Work, and has notified
Contractor of such approval and agreement in writing, Contractor shall perform the Extra Work.
4. Except for the authority granted the Fire Chief in this Section, no additional Extra Work beyond that allowed
herein shall be rendered by Contractor unless such Extra Work is first approved by written amendment to this
Agreement.
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5. As used herein, "Extra Work" means any work that is determined by Fire Chief to be necessary for the proper
completion of the Project, but which is not included within the Exhibits and which the Parties did not reasonably
anticipate would be necessary at the execution of this Agreement.
C. In addition to the authority granted by Section IV.B. above, the Fire Chief or designee is authorized to approve additional
or modified services or functionality not included in the Exhibits, if the Fire Chief or designee determines, in his sole
discretion, that these additional or modified services or functionality constitute Cost Neutral Extra Work. If designated
by Fire Chief, the Project Manager may approve Cost -Neutral Extra Work in accordance with the requirements of this
Section IV.C. Notwithstanding the foregoing, this paragraph does not require approval by Lodi for Contractor to add
new functionality to the Contractor Technology as is generally available to their customers.
1. Contractor or Lodi may initiate a request for Cost -Neutral Extra Work through a written request called a Change
Order Request. The other Party shall review and approve or reject the Change Order Request in a timely manner.
After initial approval of any Change Order Request, the Fire Chief or designee shall review the Change Order
Request, and, so long as the Fire Chief or designee determines in his sole discretion that the Change Order
Request meets the requirements of this Section IV.C, the Fire Chief or designee shall approve it and issue a
Change Order for the Cost -Neutral Extra Work.
2. In no event shall Contractor render Cost -Neutral Extra Work beyond the scope of this Agreement without the
written authorization of the Fire Chief or designee.
3. Except for the authority granted the Fire Chief in this Section, no additional Extra Work beyond the scope of this
Agreement shall be rendered by Contractor unless such Cost -Neutral Extra Work is first approved by written
amendment to this Agreement.
4. As used herein, "Cost -Neutral Extra Work" means any additional or modified services or functionality that is
determined by the Fire Chief or designee to be necessary for the proper completion of the Project, but which (1)
is not included within the Exhibits; (2) does not impact the Implementation Fee or Annual Amount; and (3) the
Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
D. All Parties recognize that the continuation of this Agreement after the close of any fiscal year of Lodi, which fiscal year
ends on June 30 of each year, shall be subject to budget approval providing for or covering such Agreement items as an
expenditure in said budget. Lodi does not represent that said budget item will be actually adopted, said determination
being the determination of Lodi's City Council at the time of the adoption of the budget herein. No penalty shall accrue
to Lodi in the event this provision shall be exercised. Should termination be accomplished in accordance with this
Section, a settlement shall be negotiated by the Parties based on items delivered, services provided, monies paid and
monies due.
V. PROJECT MANAGEMENT
A. Contractor shall designate a Project Manager, who shall coordinate the Solution's performance, Implementation Services
and the Support Services. This Project Manager shall be available to Lodi (on the phone or in person) at all reasonable
times during the Term of this Agreement. Contractor will designate a Project Manager within 30 days of the Effective
Date of this Agreement. The foregoing Project Manager shall be responsible during the Term of this Agreement for
directing all activities of Contractor and devoting sufficient time to personally supervise the Project. The foregoing
Project Manager may not be changed by Contractor without the express written authorization of the Fire Chief or the
Project Manager.
B. Any personnel or sub -contractor, if any, who fail or refuse to perform the Implementation Services in a manner
acceptable to Lodi, or who are determined by the Fire Chief or designee, in its reasonable sole discretion, to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project, or a threat to the safety of
persons or property, shall be promptly removed from the Project by Contractor at the request of Lodi. This removed
individual shall be promptly replaced by Contractor. Contractor agrees that any removal of its personnel or sub-
contractor shall not excuse Contractor from the timely performance of the Implementation Services. Contractor warrants
that it will continuously furnish the necessary personnel to complete the Implementation Services on a timely basis as
required by this Agreement.
C. Contractor Project Manager may not be changed by Contractor without the express written authorization of the Fire
Chief or designee. At a minimum, Contractor shall notify Lodi, in writing, thirty (30) days prior to the date of the desired
substitution.
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D. Notwithstanding the foregoing, Contractor shall have the right to remove or reassign personnel upon notice to Lodi if
such removal or reassignment is required due to termination of employment, death, or extended illness.
VI. ADMINISTRATION
This Agreement will be administered by the Lodi. The following employees of the Lodi Fire Department shall be
authorized to take the following actions pursuant to this Agreement:
A. The Lodi Fire Chief is authorized to take any action on behalf of Lodi as set forth herein in this Agreement, including,
but not limited to termination of the Agreement in accordance with Section XI of this Agreement.
B. Ron Penix, Battalion Chief is to be the City of Lodi's Project Manager; however, Lodi may designate another individual
with written notice to Contractor. The Project Manager shall have the power to act on behalf of Lodi for review and
approval of all work and services performed by Contractor under this Agreement and approved Cost -Neutral Extra
Work. The Project Manager shall not be authorized to approve Extra Work, change billing rates, or terminate this
Agreement.
VII. OWNERSHIP; LICENSE
A. Ownership. Contractor shall have and retain sole and exclusive ownership of all right, title and interest in and to the
Solution, the Contractor Technology, including ownership of all trade secrets and copyrights pertaining thereto, subject
only to the license rights and privileges expressly granted to the Lodi herein. Lodi agrees that Contractor shall have
sole ownership of all derivative works and modifications made to the Solution, the Contractor Technology, regardless
of whether such modifications are made by Contractor alone.
B. License. In consideration of Lodi's payment of amounts set forth in Section IV, Contractor grants to Lodi a nonexclusive
and nontransferable right and license to use the Solution, the Contractor Technology and the Third Party Platform solely
for Lodi's internal business purposes in accordance with the provisions in this Agreement for the duration of the Term.
Lodi agrees that it will not sell, assign, transfer, disclose, sublicense, or otherwise make the Solution, Contractor
Technology and the Third Party Platform available to others without the prior written consent of Contractor. Lodi shall
not create derivative works of the Solution, Contractor Technology and the Third Party Platform\, meaning that the Lodi
shall not create any software or other works that are based upon the Contractor Technology and the Third Party Platform
or recast, transform or adapt the Solution the Contractor Technology and the Third Party Platform in any manner, except
as authorized by this Agreement. Lodi shall not disassemble, decompile or "reverse engineer" the Solution, Contractor
Technology and the Third Party Platform for any purpose. All rights not expressly granted to Lodi are reserved by
Contractor and its licensors.
VIII. SUPPORT SERVICES
From the Effective Date, Contractor shall provide Support Services as part of its annual maintenance fees, in accordance with
Exhibits 1, 3, and 4. Contractor shall provide releases to Lodi as part of Support Services; provided that Lodi is under contract
for annual maintenance of the solution.
IX. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY
A. EXCEPT AS OTHERWISE IN THIS AGREEMENT, CONTRACTOR TECHNOLOGY AND THIRD PARTY
PLATFORM, THE IMPLEMENTATION SERVICES, THE SUPPORT SERVICES AND THE SOLUTION IS
PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL
OTHER WARRANTIES ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW BY CONTRACTOR AND ITS LICENSORS AND PAYMENT PROCESSORS.
CONTRACTOR AND ITS LICENSORS AND PAYMENT PROCESSORS DO NOT REPRESENT OR WARRANT
THAT (A) THE USE OF THE CONTRACTOR TECHNOLOGY AND THIRD PARTY PLATFORM WILL BE
UNINTERRUPTED OR ERROR -FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE,
SOFTWARE, SYSTEM OR DATA, (B) THAT THE CONTRACTOR TECHNOLOGY AND THIRD PARTY
PLATFORM WILL NOT DELAY IN PROCESSING OR PAYING, OR (C) CONTRACTOR TECHNOLOGY AND
THIRD PARTY PLATFORM WILL MEET REQUIREMENTS WITH RESPECT TO SIZE OR VOLUME. The
Contractor
Technology and Third Party Platform may be subject to limitations, delays, and other problems inherent in the use of
the internet and electronic communications. Contractor is not responsible for any delays, delivery failures, or other
damage resulting from such problems. Lodi represents and warrants that Lodi has not falsely identified itself nor
provided any false information to gain access to Contractor Technology or Third Party Platform and that Biller's billing
information is correct.
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B. Contractor represents and warrants that any third -party licensors have authorized Contractor to grant licenses or sub -
licenses to use their products, including but not limited to the Third Party Platform, for use in Contractor's performance
of the Solution and Lodi's use in connection therewith.
C. UNDER NO CIRCUMSTANCES SHALL CONTRACTOR BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT,
CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED
TO, DAMAGES FOR LOSS OF PROFITS, WORK STOPPAGE, SYSTEM FAILURE OR MALFUNCTION, LOSS
OF DATA OR ANY OTHER DAMAGES OR LOSSES IN CONNECTION WITH THE USE OF CONTRACTOR
TECHNOLOGY OR THIRD PARTY PLATFORM, EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION SHALL NOT APPLY WITH RESPECT
TO CONTRACTOR'S
INDEMNIFICATION OBLIGATION SET FORTH IN SECTION IX.G, XIII, OR XXV BELOW.
D. To the extent permitted by applicable law, except for (a) damages for bodily injury or damage to real or tangible personal
property, or loss or theft of money for which consultant is liable, and (b) Contractor obligations under Section IX.G
below, Section IX.H below, and Sections XIII and XXV, Lodi's right to recover damages from Contractor in connection
with this Agreement, whether such damages are direct or indirect, in contract or in tort, for breach of warranties, failure
to perform, infringement of intellectual property rights, loss of profits, special, incidental or other consequential damages
arising from Contractor's performance (or failure of performance) under this Agreement shall not exceed the total value
of fees payable by Lodi to Contractor for the Solution. Nothing in this paragraph shall be construed as creating a right
on the part of Lodi to receive any indirect, special, incidental or consequential damages, except to the extent such
damages are expressly mandated by statute.
G. In the event there is a third party claim alleging that Lodi's use of the Contractor Technology or Third Party Platform
in accordance with this Agreement constitutes an infringement of a United States patent, copyright, or trade secret,
Contractor shall, at its expense, defend Lodi and pay any final judgment against Lodi or settlement agreed to by
Contractor on Lodi's behalf; provided that Lodi promptly notifies Contractor of any such claim or proceeding and shall
give Contractor full and complete authority, information,
and assistance to defend such claim or proceeding. Contractor shall have sole control of the defense of any claim or
proceeding and all negotiations for its compromise or settlement, provided that Contractor shall consult with LFD
regarding any settlement of the claim.
H. Contractor represents, warrants, and covenants that (1) it has and will have all rights, titles, license, and intellectual
property permissions, and approvals necessary in connection with its performance under this Agreement and to grant
LFD the rights hereunder; (2) none of the Contractor Technology or Third Party Platform do or will infringe, violate,
trespass or in any manner contravene or breach any patent, copyright, trademark, license, or other property or proprietary
right or constitute the unauthorized use or misappropriations of any trade secret of any third party. In the event that the
Contractor Technology or Third Party Platform is finally held to be infringing and its use by the LFD is enjoined or
Contractor deems that it may be held to be infringing, Contractor shall, at Contractor's election: (1) procure for the LFD
the right to continue use of the Contractor Technology or Third Party Platform; or (2) modify or replace Contractor
Technology or Third Party Platform so that it becomes non -infringing.
I. The foregoing states Contractor's entire liability, and the Lodi's exclusive remedy, with respect to any claims of
infringement of any copyright, patent, trade secret, or other property interest rights relating to Contractor Technology,
or any part thereof, or use thereof.
X. CONFIDENTIALITY/DATA PROTECTION
A. Contractor and Lodi shall each hold the other's Confidential Information in confidence. For avoidance of doubt,
Contractor' Confidential Information shall include Contractor's subcontractors' Confidential Information. Neither Party
shall make the other's Confidential Information available in any form to any third party or use the other's Confidential
Information for any purpose other than as specified in this Agreement. The Party providing Confidential Information
("Disclosing Party") to the other Party ("Receiving Party") shall remain the sole owner of such information. Nothing
contained in this Agreement shall be construed as granting or conferring any right or license in the Confidential
Information or in any patents, software or other technology, either expressly or by implication to the other Party, or to
its Representatives or to others. The term Confidential Information shall not include any of the following: (1)
information already in possession of, or already known to, the Receiving Party as of the Effective Date; (2) information
in the public domain at the time of the disclosure, or which, after such disclosure, enters into the public domain through
no breach of this Agreement by the Receiving Party or its Representative(s); (3) information lawfully furnished or
disclosed to the Receiving Party by a non-party to this Agreement without any obligation of confidentiality and through
no breach of this Agreement by the Receiving Party or its Representative(s); (4) information independently developed
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by either Party without use of any Confidential Information; or (5) information authorized in writing by the Disclosing
Party to be released from the confidentiality obligations herein.
B. This Agreement does not diminish, revoke or supersede any existing confidentiality, non -disclosure or similar agreement
between the Parties. The obligations of the Parties set forth in this Section are in addition to the obligations of the Parties
set forth in any existing confidentiality, non -disclosure or similar agreement or otherwise arising under applicable law.
In the event that this Section is in conflict with any provision of an existing agreement covering confidentiality or non-
disclosure obligations, the provision that provides stronger protection to the Disclosing Party shall govern.
C. The Receiving Party will treat all Confidential Information, no matter written, electronic, or oral, as confidential and
proprietary, and the Receiving Party shall only use the information for Lodi -authorized Project uses. As such, the
Receiving Party shall hold in confidence the Confidential Information, and ensure that the Confidential Information is
not disclosed to any other person or entity, except as expressly permitted by this Agreement. Receiving Party shall not
disclose Confidential Information received under this Agreement to any person other than its Representatives who
require knowledge of the Confidential Information in furtherance of Lodi -authorized Project uses. The Receiving Party
shall inform its Representatives of the confidential nature of the Confidential Information and advise such
Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of the
Confidential Information. The Receiving Party shall be responsible for any breach of this Agreement by its
Representatives. Neither Contractor nor its Representatives shall use the Confidential Information for any commercial
purpose.
D. If the Receiving Party becomes legally compelled (by oral questions, interrogatories, request for information or
documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the
Receiving Party will provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a
protective order or other appropriate remedy, or waive compliance with the provisions of this Agreement. So long as it
is consistent with applicable law, the Receiving Party will not oppose action by, and the Receiving Party will cooperate
with, the Disclosing Party, at the Disclosing Party's sole cost and expense, to obtain an appropriate protective order or
other reliable assurance that confidential treatment will be accorded the Confidential Information. If the Disclosing Party
fails to obtain such protective order or other remedy, or if the Disclosing Party waives compliance with the requirements
of the preceding sentence, the Receiving Party will disclose only that Confidential Information that it is legally required
to disclose, and will exercise commercially reasonable efforts, at Disclosing Party's expense, to obtain reliable assurance
that confidential treatment will be accorded the Confidential Information so disclosed.
E. In the event the Receiving Party discloses, disseminates or releases any Confidential Information, except as expressly
permitted by this Agreement, such disclosure, dissemination or release will be deemed a material breach of this
Agreement and the Disclosing Party may demand prompt return of all Confidential Information previously provided to
the Receiving Party. As soon as the Receiving Party becomes aware that it has made an unauthorized disclosure of
Confidential Information, the Receiving Party shall take any and all necessary actions to recover the improperly
disclosed Confidential Information and immediately notify Disclosing Party regarding the nature of the unauthorized
disclosure and the corrective measures being taken. Each Party agrees that any breach of their confidentiality obligations
could cause irreparable harm to the other Party, the amount of which would be extremely difficult to estimate.
Accordingly, it is understood and agreed that monetary damages would not be a sufficient remedy for any material
breach of this Agreement and that specific performance and injunctive relief in addition to monetary damages shall be
appropriate remedies for any breach or any threat of such breach. The provisions of this Paragraph are in addition to
any other legal rights or remedies the Receiving Party may have under federal or state law.
F. Contractor acknowledges that although Lodi will endeavor to include in the Confidential Information those materials
that are believed to be reliable and relevant, Lodi makes no representation or warranty as to the accuracy or completeness
of the Confidential Information. Contractor agrees that neither Lodi nor its Representatives shall have any liability to
Contractor or its representatives for use of the Confidential Information.
G. Contractor agrees to provide Lodi with copies of all data, reports, and publications that are produced as a result of having
access to Confidential Information.
H. Within two (2) weeks of the termination of this Agreement, each Party will return to the other Party any and all
Confidential Information, including all originals, copies, translations, transcriptions or any other form of said material,
without retaining any copy or duplicate thereof. Contractor shall certify in writing the destruction of the Confidential
Information. To the extent permitted by law, and if authorized in writing by the Contractor, Lodi shall promptly destroy
any and all electronic and hardcopy versions of the Contractor Confidential Information, as well as any documents
consisting of excerpts or portions of the Confidential Information. Lodi shall certify in writing the destruction of the
Confidential Information. Lodi may perform an audit of Contractor's records to confirm the return or destruction of the
7
Confidential Information at Contractor's sole cost and expense. Lodi shall have this audit right for three (3) years after
the termination of this Agreement.
I. No later than thirty (30) days prior to the expiration or termination of this Agreement, Contractor shall provide Lodi all
customer bank account and credit card information. Notwithstanding Section X.H. above, Lodi may retain these records
for its use after this Agreement terminates or expires.
J. Contractor may allow its Representatives who are subcontractors or subconsultants to access Lodi's Confidential
Information solely as necessary for Contractor to perform the Services under this Agreement and for no other purpose
whatsoever; provided, those Representatives execute a confidentiality agreement offering protections substantially
similar to those contained in this Agreement.
K. Contractor shall implement and maintain technical and organizational measures to protect Lodi's Confidential
Information against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described
in accordance with the highest industry standard and applicable law. Contractor shall adopt
and maintain throughout the Term such security measures to encrypt City's Customer Data and other Confidential
Information of Lodi; to help ensure ongoing confidentiality, integrity, availability and resilience of the Services; to help
restore timely access to Lodi Confidential Information following an incident; and for regular testing of effectiveness.
Contractor shall update or modify its data security measures from time to time provided that such updates and
modifications do not result in the degradation of the overall security of the Services. Contractor shall ensure compliance
with its data security measures described herein by its Representatives to the extent applicable to their scope of
performance. Without limiting Lodi's remedies and notwithstanding anything to the contrary in this Agreement,
Contractor shall immediately investigate and remediate any accidental or unlawful destruction, loss, alteration,
unauthorized disclosure or access of Lodi's Confidential Information and take such actions as required by Lodi in
connection therewith.
J. This Section shall survive the expiration or earlier termination of this Agreement.
XI. TERMINATION, CANCELLATION OR MODIFICATION
A. This Agreement shall automatically terminate, and the license granted hereunder shall be automatically revoked, at such
time as Lodi breaches this Agreement in such manner that adversely impacts Contractor's proprietary rights in the
Contractor Technology and the Third Party Platform and fails to cure such breach upon notice pursuant to Section XI.B
below.
B. This Agreement may not be canceled or modified except by the written mutual consent of both Parties or as otherwise
provided in this Agreement. If either Party is in material breach of any of the terms and conditions of this Agreement,
the aggrieved party shall give written notice thereof, including a reasonably detailed statement of the nature of such
breach, to the breaching party. The breaching party will have thirty (30) days after notice is given to cure such breach
or, if the breach cannot reasonably be cured within thirty (30) days, the breaching party shall provide a written estimate
of the time needed to cure such breach, shall commence to cure such breach within ten (10) days of notice from the
aggrieved party and shall diligently continue to prosecute such cure to completion. If the breaching party fails to cure,
commence to cure in a timely manner, or diligently prosecute such cure to completion, the aggrieved party, at its option,
shall be entitled to terminate this Agreement or suspend its performance under the Agreement for as long as the breach
remains uncorrected, and avail itself of any and all remedies available under this Agreement. In addition to the
foregoing, Lodi, at its option, shall be entitled to terminate this Agreement in the event of Contractor's (1) application
for, consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its
assets; (2) making a general assignment for the benefit of creditors; (3) being adjudged bankrupt; (4) filing a voluntary
petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law
(unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (5) suffering
or permitting to continue un -stayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or
seizure of all or a substantial portion of Contractor's assets or of Contractor's interests hereunder.
C. Lodi may terminate this Agreement at any time without the necessity of cause or default by giving sixty (60) days'
notice in writing to Contractor. In such event, the Parties shall have no further rights hereunder, except that Contractor
shall be paid for those unpaid Deliverables that have received Acceptance prior to termination. Contractor may not
terminate this Agreement except for cause.
D. Upon any termination or expiration of this Agreement, Lodi's password and access will be disabled to the Contractor
Technology, and Lodi will only be obligated to pay the balance due on Lodi's account when Lodi is not the defaulting
party. Any balance owing to Contractor shall be computed in accordance with Section IV of this Agreement.
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XII. SEVERABILITY
In the event that a court of competent jurisdiction holds that a particular provision or requirement of this Agreement is in
violation of any applicable law, each such provision or requirement shall be enforced only to the extent it is not in violation of
such law or is not otherwise unenforceable and all other provisions and requirements of this Agreement shall remain in full
force and effect.
XIII. INDEMNIFICATION
A. Contractor agrees to indemnify and hold harmless Lodi, its officials, officers, and employees from
and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, arising
directly out of Contractor's (or Contractor's contractors' or subcontractors', if any) negligent acts,
errors or omissions in connection with the Project.
B. As respects all acts, errors or omissions which do not arise directly out of the performance of professional
services, including but not limited to those acts, errors or omissions typically covered by ISO -based general and
automobile liability insurance coverage, Contractor agrees to indemnify, defend (at Lodi's option), and hold
harmless Lodi, its officials, officers, employees, agents, and representatives from and against any and all claims,
losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as "Claims"),
arising out of or in connection with Contractor's (or Contractor's contractors' or subcontractors', if any) acts, errors,
omissions, or work, relative to this Agreement; except for those Claims which arise out of the sole negligence or
willful misconduct of Lodi.
C. The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or
not Lodi, Contractor, or any other person maintains, or fails to maintain, insurance coverage, or a
self-insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.
D. Lodi shall indemnify and hold Contractor, its licensors and Contractor's, subsidiaries, affiliates, officers, directors,
employees, attorneys, agents, and payment processors harmless from and against any and all claims, costs,
damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with
any claim, cause of action, lawsuit, administrative or criminal investigation, charge, action or claim alleging: (i) that
use of the customer data infringes the rights of a third party; (ii) a violation by Lodi of its representations and
warranties, or the breach by Lodi or Lodi's users of this Agreement including without limitation incomplete or
inaccurate transaction data; or (iii) relating directly or indirectly to Lodi's or its authorized users' use of the
Solution.
XIV. INSURANCE
Insurance Requirements for 11' Professional Services
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or
damages to property which may arise from or in connection with the performance of the work hereunder and the results of that
work by the Contractor, his agents, representatives, employees or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products
and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than
$1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this
project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2 Automobile Liability: ISO Form Number CA 00 01 covering any auto or if Contractor has no owned autos, then hired, and non- owned
autos with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no
less than $1,000,000 per accident for bodily injury ordisease.
4. Technology Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant's profession, with limits not less than
$2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and
obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of
intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations,
information theft, damage to or destruction of electronic information, release of private information, alteration of electronic
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information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and
penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
Other Insurance Provisions:
(a) Additional Named InsuredStatus
The City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers are to be
covered as additional insureds on the CGL and auto policy with respect to liability arising out of work or operations performed
by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations.
General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as
ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and
CG 20 37 if a later edition is used
(b) Primaryand Non -Contributory insurance Endorsement
The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance.
For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as
ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance
maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall
not contribute with it.
(c) Waiver of Subrogation Contractor hereby grants to City of Lodi a waiver of any right to subrogation which any insurer of said Contractor
may acquire against the City of Lodi by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any
endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of
Lodi has received a waiver of subrogation endorsement from the insurer
NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) and (c) above: 221 West Pine Street,
Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of the project
that it is insuring.
(d) SeverabilityoflnterestClause
The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall
not operate to increase the limit of the company's liability under the Contractors commercial general liability and
automobile liability policies.
(e) Notice of Cancellation or Change in Coverage Endorsement
This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such
cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240.
(f) Continuity ofCoverage
All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration
of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or extended policy has been obtained
which meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing insurance on at least
an annual basis during the Term. If Contractor's insurance lapses or is discontinued for any reason, Contractor shall
immediately notify the City and immediately obtain replacement insurance. Contractor agrees and stipulates that any insurance
coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least
consistent with the claims period or statutes of limitations found in the California Tort Claims Act (California Government Code
Section 810 et seq.).
(g)
Failure to Comply
If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may
obtain the insurance. Contractor shall reimburse the City for premiums paid, with interest on the premium paid by the City at the
maximum allowable legal rate then in effect in California. The City shall notify Contractor of such payment of premiums within
thirty (30) days of payment stating the amount paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay
such reimbursement and interest on the first (1st) day of the month following the City's notice. Notwithstanding any other
provision of this Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or
fails to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such termination,
Contractor shall immediately cease use of the Site or facilities and commence and diligently pursue the removal of any and all
of its personal property from the site or facilities.
(h) Verification ofCoverage
Consultant shall furnish the City with a copy of the policy declaration and endorsement page(s), original certificates and
amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All
certificates and endorsements are to be received and approved by the City before work commences. However, failure to
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obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The
City reserves the right to require complete, certified copies of all required insurance policies, including endorsements
required by these specifications, at any time. Failure to exercise this right shall not constitute a waiver of the City's
right to exercise after the effective date.
(i) Self -Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of
ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy
language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured
or City.
(j) Insurance Limits
The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's officers, employees, agents,
representatives or subcontractors. Contractor's obligation to defend, indemnify and hold the City and its officers, officials,
employees, agents and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any
requirement in the Agreement for Contractor to procure and maintain a policy ofinsurance.
(k) Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein,
and Consultant shall ensure that City is an additional insured on insurance required from subcontractors
(I) Claims Made Policies
If any of the required policies provide coverage on a claims -made basis:
1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract
of work.
3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the
contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion
of contract work.
(m)
Qualified Insurers)
All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in
the State of California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are acceptable
to the City. Non -admitted surplus lines carriers may be accepted provided they are included on the most recent
list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements
XV. NOTICES; PARTY REPRESENTATIVES
All notices, demands or other writings to be made, given or sent hereunder, or which may be so given or made or sent by either
Lodi or Contractor to the other shall be deemed to have been given when in writing and personally delivered or if mailed on
the third (3rd) day after being deposited in the United States mail, certified or registered, postage prepaid, and addressed to the
respective Parties at the following addresses:
If to Contractor:
Reporting Systems, Inc., DBA Emergency Reporting
2200 Rimland Drive, #305
Bellingham, Washington 98226
If to Lodi:
LODI City Clerk
City of Lodi
210 W Elm St
Lodi, California 95240
FAX No. (209) 333-6844
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With copes to:
Fire Chief
Lodi Fire Department
210 W Elm St
Lodi, California 95240
The Fire Chief or designee shall act as representatives of the Lodi, and the Project Manager shall act as representative of
Contractor with respect to this Agreement. These persons shall have the authority to transmit instructions, receive information,
interpret and define policies and make decisions with respect to the Project. Additional and substitute representatives of
Contractor and the Lodi may be added by written notice of one Party to the other.
XVI. COVERING LAW; JURISDICTION; VENUE
This Agreement shall be governed by the laws of the State of California, without giving effect to the principles of conflicts of
laws. Each Party consents to exclusive jurisdiction and venue in the state and federal courts sitting in San Joaquin County,
California. Each Party waives all defenses of lack of personal jurisdiction and forum non-conveniens.
XVII. ENTIRE AGREEMENT
This Agreement and the Exhibits hereto contain the entire agreement of Lodi and Contractor with respect to the matters covered
hereby, and no agreement, statement or promise made by either Lodi or Contractor which is not contained herein, shall be
valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any
purpose. Sections VII, 1X and XII through XXXV and those sections which by their terms survive termination of this
Agreement.
XVIII. BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of Contractor and Lodi and their permitted successors and
assigns.
XIX. PROGRESS
Contractor is responsible for keeping the Project Manager informed on a regular basis regarding the status and progress of the
Deliverables, activities performed and planned, and any meetings that have been scheduled or are desired.
XX. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
The Parties recognize that a substantial inducement to Lodi for entering into this Agreement is the professional reputation,
experience and competence of Contractor. Neither the whole nor any interest in, nor any of the rights or privileges granted
under this Agreement shall be assigned, transferred or encumbered in any way without the prior written consent of Lodi. Any
such purported assignment, transfer, encumbrance, pledge, sub -use, or permission given without such consent shall be void as
to Lodi. If Lodi approves an assignment or transfer, this Agreement and the covenants and conditions contained herein shall
be binding upon and inure to the benefit of and shall apply to the permitted successors and assigns of Contractor.
Notwithstanding the foregoing, either Party may assign this Agreement to its successor, without the other Party's consent, in
the event of a sale of substantially all of its assets or in the event of a merger pursuant to which substantially all of its assets
are transferred to the surviving entity, as long as said successor assumes all liabilities and obligations hereunder.
XXI. SUBCONTRACTING
Except for those subcontractors set forth in the Statement of Work, if any, Contractor shall not subcontract any portion of the
work to be performed under this Agreement without the prior written authorization of Lodi. Contractor shall be fully
responsible to Lodi for all acts and omissions of any approved subcontractor. Nothing in this Agreement shall create any
contractual relationship between Lodi and subcontractor nor shall it create any obligation on the part of Lodi to pay or to see
to the payment of any monies due to any such subcontractor other than as otherwise required by law. Lodi is an intended
12
beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between the subcontractor
and Lodi pursuant to this Agreement.
XXII. USE AND OWNERSHIP OF DOCUMENTS AND DATA
A. Lodi shall furnish to Contractor such documents and materials as may be relevant and pertinent to the performance
of the contract as Lodi may possess or acquire.
B. All documents and materials furnished by Lodi to Contractor shall remain the property of Lodi and shall be returned
to Lodi upon termination of this Agreement, for any reason. Except in the case of the Solution, the Contractor
Technology, and the Third Party Platform, a derivative work, improvement or modification thereof, in which case
ownership of such shall be with the Contractor, all documents or material prepared or caused to be prepared by
Contractor, its officers, employees, agents and subcontractor, specifically for Lodi in the course of implementing this
Agreement, shall become the exclusive property of Lodi, and Lodi shall have the sole right to use such materials in
its discretion without further compensation to Contractor or any other Party. Contractor shall, at Contractor's sole
cost and expense, provide such documents and materials to Lodi upon prior written request. All documents or
materials prepared or caused to be prepared by Contractor for general use of its clients (in addition to Lodi) in the
course of performing the Solution, Implementation Services, or Support Services and which are not the copyright of
any other Party or publicly available, including educational materials, any Solution, Contractor Technology (including
all copies, modifications, and derivative works thereof, by whomever produced), the Third Party Platform and any
other computer applications, shall continue to be the property of Contractor or Third Party Provider, as applicable.
C. Documents and material prepared by Contractor, pursuant to this Agreement, are not intended or represented to be
suitable for reuse by Lodi or others on any other project. Any use of completed documents for other projects and any
use of incomplete documents without specific written authorization from Contractor will be at Lodi's sole risk and
without liability to Contractor. Further, any and all liability arising out of changes made to the documents and
materials under this Agreement by Lodi or persons other than Contractor, is waived against Contractor and Lodi
assumes full responsibility for such changes unless Lodi has given Contractor prior notice and has received from
Contractor written consent for such changes.
D. All Project -related documents will be maintained in electronic versions and hard copies based on Lodi's requirements.
All final version documents will be clearly marked as the "Final" version.
E. All documents, including drafts, preliminary drawings or plans, notes, ideas and communications prepared
specifically for the LFD that result from the Deliverables provided under this Agreement, shall be kept confidential
by Contractor unless Lodi authorizes, in writing, the release of said information. Notwithstanding the termination of
this Agreement, this Section XXII shall survive the expiration or earlier termination of this Agreement.
XXIII. RECORDS
A. Contractor shall keep records and invoices in connection with the work to be performed under this Agreement.
Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and
any services, expenditures and disbursements charged to Lodi, for a minimum period of three (3) years, or for any
longer period required by law, from the date of final payment to Contractor under this Agreement. All such records
and invoices shall be clearly identifiable. Contractor shall allow a representative of Lodi to examine, audit and make
transcripts or copies of such records and any other documents created, pursuant to this Agreement, during regular
business hours. Contractor shall allow inspection of all work, data, Documents, proceedings and activities related to
the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement.
B. Notwithstanding Section X and Section XXIII.A of this Agreement, Contractor shall store and maintain each
Solution customer payment transaction for a period of seven (7) years from the date of the transaction and shall make
this data available to Lodi in the manner requested.
XXIV. WITHHOLDINGS
Lodi may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment.
Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor
shall not discontinue work as a result of such withholding. Contractor shall have an immediate right to appeal to the City
Manager or designee with respect to such disputed sums and his decision shall be final. Contractor shall be entitled to receive
13
interest on any withheld sums at the rate of return that Lodi earned on its investments during the time period, from the date
of withholding of any amounts found to have been improperly withheld.
XXV. CONFLICTS OF INTEREST
Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"),
which: (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work
performed under this Agreement; and (2) prohibits such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by Lodi. Contractor shall indemnify and hold harmless Lodi
for any and all claims for damages resulting from Contractor's violation of this Section.
XXVI. COMPLIANCE WITH ALL LAWS
Contractor shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all
governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition,
all Deliverables performed by Contractor shall conform to applicable local, county, state and federal laws, rules, regulations
and permit requirements.
XXVII. WAIVER
A waiver by either Party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a
waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same
or a different character.
XXVIII. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits, or any other attachments
attached hereto, the terms of this Agreement shall govern.
XXIX. INTERPRETATION
Each Party acknowledges that he/she/it has had the benefit of advice of competent legal counsel with respect to its decision
to enter this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall
be construed as prepared by both Parties.
XXX. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both Contractor and Lodi and
approved as to form by the City Attorney.
XXXI. REMEDIES CUMULATIVE
The remedies given to Lodi and Contractor herein shall be cumulative and are given without impairing any other rights given
Lodi or Contractor by statute or law now existing or hereafter enacted and the exercise of any one (1) remedy by Lodi or
Contractor shall not exclude the exercise of any other remedy.
XXX1I. NO THIRD PARTY BENEFICIARIES
The Parties intend that neither rights nor remedies be granted to any third party as a beneficiary of this Agreement or of any
covenant, duty, obligation or undertaking established herein.
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XXXIII. DISCRIMINATION
Contractor agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion,
marital status, handicap, ancestry, national origin or other prohibited basis in its provision of the Solution, Implementation
Services, or Support Services or hiring of subcontractors or employees. To the extent this Agreement provides that
Contractor offer accommodations or services to the public, such accommodations or services shall be offered by Contractor
to the public on fair and reasonable terms.
XXXIV. AUTHORITY
Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or
organization, represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of
such entity or organization and that this Agreement is binding upon the same in accordance with its terms. Contractor shall,
at Lodi's request, deliver a certified copy of its governing board's resolution or certificate authorizing or evidencing such
execution.
XXXV. EXHIBITS
The following Exhibits, attached hereto and incorporated herein by reference, form a part of this Agreement:
Exhibit 1 — Statement of Work (SOW)
Exhibit 2 — Emergency Reporting Sales Agreement
Exhibit 3 — End User License Agreement (EULA)
Exhibit 4 — Service Level Agreement (SLA)
The order in which the Agreement and Exhibits will be controlling as to the rights, duties, application, definition, and
interpretation as follows: (1) Agreement, (2) Exhibit 1, (3) Exhibit 2, (4) Exhibit 3, and (5) Exhibit 4 .
[SIGNATURE ON FOLLOWING PAGE]
15
IN WITNESS WHEREOF, the Parties accept and agree to the terms of this Agreement.
LODI CONTRACTOR
REPORTING SYSTEMS, INC., DBA
EMERGENCY REPORTING, A WASHINTON
CORPORATION
CITY OF LODI, a municipal corporation
By:
Date:
ATTEST:
By:
Acting City Clerk
APPROVED AS TO FORM:
LODI CITY ATTORNEY
By:
Janice Magdich, City Attorney
(s/
128485
16
By:
Date:
EXHIBIT 1
STATEMENT OF WORK
[ATTACHED BEHIND THIS PAGE]
17
City of Lodi Fire & Rescue Department
Statement of Work
October 22, 2018
City of Lodi Fire Department - Emergency Reporting Statement of Work
IlikWEB BASED RECORD lAOEMENf
EMERGENCY
REPORTING"
2200 Rimland Dr. Suite 305 Bellingham, WA 98226
emergencyreporting.com (866) 773-7678
STATEMENT OF WORK - CONTENTS
INTRODUCTION 3
GENERAL ASSUMPTIONS 3
PROJECT DELIVERABLES 4
SOFTWARE 4
SCOPE OF WORK MILESTONES 5
Milestone 1— Account Activation / Configuration 5
Milestone 1 - Definition of Done 6
Milestone 2 — Onsite Training 7
Milestone 2 - Definition of Done 7
Milestone 3 — ERS Interfaces / Integrations 7
Milestone 3A - Definition of Done 7
Milestone 3B - Definition of Done 8
Go Live Prime 8
Definition of Done 8
Additional Information - Interfaces / Integrations 8
EXHIBIT A - LODI FIRE & RESCUE MILESTONE PAYMENT SCHEDULE 9
EXHIBIT B - LODI FIRE & RESCUE MILESTONE TIMELINE 11
EXHIBIT C - LODI FIRE & RESCUE DATA IMPORTATION 12
EXHIBIT D - LODI FIRE & RESCUE SAMPLE 5 -DAY TRAINING PLAN 18
INTRODUCTION
Emergency Reporting is pleased to present the CITY OF LODI FIRE DEPARTMENT (LFD) with a
Statement of Work and Contract explaining how our web -based fire/EMS records management
and reporting services will successfully support the City's Fire RMS Needs.
2
City of Lodi Fire Department - Emergency Reporting Statement of Work
A. The Emergency Reporting system delivers a highly functional, easy to use interface that
supports all aspects of fire department operations. The web -based product is delivered
through the application of high quality coding standards and continuous improvement
by adhering to the Agile software development process. The agile environment
produces system enhancements releases every two weeks with no downtime to the
customer. The overall system uptime is consistently above 99.9%.
B. Emergency Reporting will use a SaaS (Software as a Service) platform for delivering the
proposed fire/EMS records management and reporting services.
C. This Statement of Work ("SOW" or "Statement of Work") in conjunction with the Sales
Agreement or Quote, by and between Reporting Systems, Inc. d/b/a Emergency
Reporting (Emergency Reporting) and the City of Lodi ("Customer") (collectively, the
"Agreement"), describes the services that will be provided in exchange for payment of
the amount set forth in the Sales Agreement or Quote.
Subject to the following, Emergency Reporting and its partners, if applicable, will provide
services to deliver and support a Fire Records Management System to the Customer.
GENERAL ASSUMPTIONS
• Emergency Reporting and Customer will review the SOW and determine a mutually
agreeable date for the services to be performed.
• Emergency Reporting is not responsible for the network infrastructure required to gain
access to the Software as a Service (SaaS) hosted product offering.
• Emergency Reporting shall have access to Customer project staff. The Customer shall
make additional personnel available on a priority basis, as needed, to provide subject
matter expertise to complete this project.
• Customer shall work with Emergency Reporting to provide the relevant data,
documents, plans, reports, and analyses related to the scope of work and responsibilities
of this project.
• Customer shall assign a Customer Project Manager to the Project.
• Customer shall have a least one System Administrator available to perform and/or
support all Customer Responsibilities and respond to Emergency Reporting requests.
• Customer shall have technical resource(s) and subject matter expert(s) ("SME") available
with the skills necessary to perform and/or support all Customer Responsibilities and
respond to Emergency Reporting requests.
3
City of Lodi Fire Department - Emergency Reporting Statement of Work
• After completion of this Project, Emergency Reporting will access the live system only at
the Customer's request or through our Support Ticketing process to explore and resolve
issues.
• Emergency Reporting will coordinate and facilitate any discussions with partner vendors
and ensure they are available for support as needed.
• Customer shall provide Emergency Reporting with any and all information requested by
Emergency Reporting necessary for it to perform its tasks set forth herein.
• If a delay in schedule is caused by a partner vendor or third party, additional services not
covered in this SOW may be required.
PROJECT DELIVERABLES
• Emergency Reporting will use a SaaS (Software as a Service) environment for delivering
the proposed Fire RMS system.
• Remote Project Management Services: The Project Manager will, at minimum, direct
the following activities:
o Act as a single point of contact for the Customer, including Partner Vendors (if
applicable).
o Determine, with Customer, a mutually agreed-upon schedule, during which
project status and issues will be reviewed.
o Order additional software (if applicable).
o Resolve any issues that arise during the project implementation by coordinating
with appropriate Partner Vendors or Customer resources (if applicable).
o Process Change Orders (if applicable).
o Verify Customer activities related to the Statement of Work have been
completed in a timely manner.
o Verify Customer -provided data meets Emergency Reporting specifications.
• Remote Implementation Services as described in the tasks detailed below.
SOFTWARE
• Emergency Reporting
o Fire & EMS Package (Annual Subscription Fee)
o Fire & EMS Package (Onetime Setup Fee)
o Flat File Parser CAD Link (Annual Maintenance Fee)
o Non-NFIRS Data Import (One-time Data Import Fee)
• Training
4
City of Lodi Fire Department - Emergency Reporting Statement of Work
o Onsite Training — 4 consecutive days onsite w/1 trainer (One-time Fee)
• Other Interfaces
o Telestaff Scheduling Interface (Annual Interface Fee)
a REQUIRES Telestaff Gateway Manager
NOTE: Emergency Reporting will stand behind all quoted interfaces, however, once
work begins, we cannot guarantee that the 3rd party software will be willing or want
to interface with Emergency Reporting.
SCOPE OF WORK MILESTONES
The Scope of Work for services during implementation include the following. A description of
each milestone and "definition of done" follows this list.
Milestone 1— Account Activation / Configuration
A. Pre -Implementation Meeting
B. Account Activation
C. New Customer Onboarding
D. Data Import, as defined in Exhibit C
a. NFIRS Data from 2003- 2015 (requires NFIRS file format)
b. Occupancy Information (.csv template)
c. Hydrant Information (.csv template)
d. Agency Personnel (.csv template)
e. Equipment (.csv template)
f. Apparatus (.csv template)
Milestone 1- Definition of Done
The following items have been delivered
• Pre -Implementation Meeting completed within 7 days of contract approval
Pre -Implementation Meeting Description - Emergency Reporting will schedule an online
meeting to conduct a needs assessment with LFD to help drive configuration,
understand existing workflows and processes, rollout planning and account activation.
An implementation start shall be mutually agreed upon.
• LFD account is opened and admin access is assigned to Live and Test within 7 days of
Pre -Implementation Meeting
5
City of Lodi Fire Department - Emergency Reporting Statement of Work
o Login Access granted to account
o Halligan Pro Activated
Account Activation Description - Emergency Reporting will activate both a LIVE account
for LFD and will prepare the account for population of account information and
appropriate configuration.
NOTE: All milestones listed correspond to the LIVE account.
• Initial New Customer Onboarding (NCO) call scheduled, not to exceed 30 days from
account activation
New Customer Onboarding Description - Emergency Reporting will host a webinar session
for new customer onboarding. The session will be 3 hours in length and will introduce key
users to their respective Modules and general system operation. The session will also be
recorded and made available for future viewing.
Data Import Call Initiated — Email request sent to LFD for data to import. LFD expected to
deliver data in the provided format no later than 20 days from receipt of the data call
correspondence. It will be at the discretion of LFD to determine which datasets the agency
wishes to import into their account (Exhibit C).
Milestone 2 — Onsite Training
A. Onsite Training — 4 -day session
Milestone 2 - Definition of Done
4 -Day onsite training session completed
Milestone 3 — ERS Interfaces / Integrations
Emergency Reporting initiated/managed Integrations
A. Logisys CAD Integration
a. CONFIGURATION — Flat File Parser CAD Integration
i. To be completed within 120 days from contract execution date
Milestone 3A - Definition of Done
6
City of Lodi Fire Department - Emergency Reporting Statement of Work
CAD initiated calls populating in Emergency Reporting
B. Telestaff to Daily Rosters
a. Requires Telestaff Gateway Manager
b. CONFIGURATION — Middleware managed/maintained by Emergency Reporting
to Telestaff ROS11 (Roster 11 output)
c. To be completed within 120 days from contract execution date
Milestone 3B - Definition of Done
Daily Roster populating in Emergency Reporting
Go Live Prime
Upon completion of Milestones 1-3, LFD will determine an agency "Go Live" date (Prime) that
will include implementation of the Emergency Reporting System with the following interfaces
within 150 days of contract execution date:
a. Logisys CAD
b. Telestaff
Definition of Done
LFD sets date for "Go Live" prime and Modules to implement at this date. Additionally, incident
data from Tiburon CAD (Milestone 3A) will have had up to 30 days to populate incidents in the
LFD test account. LFD verifies data meets expectations.
Additional Information - Interfaces / Integrations
Emergency Reporting and Customer will confirm interface needs and expectations as listed in
the RFP:
Application
Modules - Function
Integrate / Interface
Logisys CAD
Dispatch System
Integrate
Telestaff
Schedule Management
Integrate
7
City of Lodi Fire Department - Emergency Reporting Statement of Work
Logisys CAD Data - Emergency Reporting will initiate development of the interface with the
Tiburon CAD upon conclusion of the Pre -Implementation meeting. Development, deployment
and testing currently takes about 120 days from start to finish.
Telestaff Interface - Emergency Reporting will initiate development of the interface to
Telestaff upon conclusion of the Pre -Implementation meeting. Development,
deployment and testing currently takes about 45 days from start to finish. LFD must have
Kronos Gateway Manager activated in order to complete the interface.
EXHIBIT A - Lodi Fire Department Milestone Payment Schedule
Payments are prorated to June 30th 2019. Annual Billing to be July 1, 2019
Milestone 1 $6,801.90
Fire, EMS Package
Set Up Fee — Fire, EMS Package
Set Up Fee Flat File Parser CAD
non-NFIRS Data Import Fee
Milestone 2 _1 6,750.00
ONSITE Training - 4 Days
Milestone 3 $1,298.00
CAD Integration
Telestaff Interface
8
City of Lodi Fire Department - Emergency Reporting Statement of Work
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w
City of Stockton Fire & Rescue Department - Emergency Reporting Statement of Work
EXHIBIT C - Lodi Fire & Rescue Data Importation
This process involves reviewing data from the other sources, such as NFIRS, prior RMS and
municipal departments. The timeframe of this work is dependent on the speed in which the
data is presented to Emergency Reporting for review. Emergency Reporting is not responsible
for editing the data or otherwise manipulating the data if it is not in the current required
NFIRS format.
Emergency Reporting will provide templates for data that LFD intends to import. Below are
the individual elements and character values for importable data:
• NFIRS Data from 2003- 2015 (requires NFIRS file format) ❑ Occupancy Information
(.csv template) - Importable Fields:
• ID (100 characters or less)
• Category (500 characters or less)
• Subcategory (500 characters or less)
• Name (500 characters or less)
• Address 1(500 characters or less)
• Addr # (8 characters or less)
• Prefix (2 characters or less)
• Str Name (30 characters or Tess)
• Str Type (4 characters or less)
• Suffix (2 characters or less)
• Apt / Suite (15 characters or less)
• City (100 characters or less)
• State (50 characters or less)
• Zip (50 characters or less)
• Bldg # (50 characters or less)
• Latitude (Valid Decimal)
• Longitude (Valid Decimal)
• Phone (50 characters or less)
• FAX (50 characters or less)
• Email (100 characters or less)
National Grid (30 characters or less)
• Map Page (50 characters or less)
• Bus Lic # (100 characters or less)
• Assessed Value (Valid Decimal)
• Occupancy Type (500 characters or less)
• Occupancy Zone (200 characters or less)
• Station (3 characters or less)
• No. Of Units (Valid Integer)
11
City of Stockton Fire & Rescue Department - Emergency Reporting Statement of Work
• Assess. Parc # (50 characters or less)
• Const. Type (500 characters or Tess)
• Occupancy Load (Valid Integer)
• Year Built (50 characters or less)
• Critical Infra (100 characters or less)
• Assigned Inspector (500 characters or less)
• Prop Use (50 characters or less)
• Util. Bill. # (50 characters or less)
• Occupancy History (2147483647 characters or less)
• Height (50 characters or less)
• Width (Valid Decimal)
• Length (Valid Decimal)
• No. Of Floors (Valid Integer)
• Basement Present (500 characters or less)
• Sq Feet (Valid Decimal)
• Fire Alarm Panel Loc (500 characters or Tess)
• Master Key Loc (500 characters or less)
• Time Occupied (500 characters or less)
• Gas LPG Shutoff Loc (500 characters or less)
• Electrical Panel Loc (500 characters or less)
• Other Loc Info (1000 characters or less)
• Exposure Info (1000 characters or less)
• Access Problems (1000 characters or less)
• Building Access (1000 characters or less)
• Ventilation Problems (1000 characters or less)
• Haz Mat Notes (1000 characters or Tess)
• Pre Plan Notes (1000 characters or less)
• FD Connections (500 characters or less)
• Sprinkler Room Loc (500 characters or less)
• Water Supply Info (1000 characters or less)
• ISOID (100 characters or Tess)
• Occupancy Contacts (.csv template) - Importable Fields:
• First Name (50 characters or less)
• Last Name (50 characters or less)
• Contact Type (500 characters or Tess)
• OccuplD (100 characters or less)
• Str Number (8 characters or less)
Prefix (2 characters or Tess)
Stree Name (30 characters or less)
Str Type (4 characters or less)
• Suffix (2 characters or less)
12
City of Stockton Fire & Rescue Department - Emergency Reporting Statement of Work
• Apt / Suite (15 characters or less)
• City (100 characters or Tess)
• State (50 characters or less)
• Zip (50 characters or Tess)
• Email (500 characters or less)
• Phone (50 characters or Tess)
• FAX (50 characters or less)
• Cell (50 characters or less)
• Pager (50 characters or less)
• Office (50 characters or less)
• Home (50 characters or less)
• After Hours (50 characters or Tess)
• BillingID (32 characters or less)
• Description (2147483647 characters or less)
• Address 1 (500 characters or Tess)
• Hydrant Information (.csv template) - Importable Fields:
• Hydrant ID (30 characters or Tess)
• Location (100 characters or less)
• Ports (20 characters or less)
• Installed Date (mm/dd/yyyy)
• Installed By (50 characters or less)
• Manufactured Year (10 characters or less)
• Replacement Year (10 characters or less)
• Value (53 characters or less)
• Color (20 characters or less)
• Notes (unlimited characters)
• In Service (1 or 0 characters)
• Main Size (53 characters or less)
• Barrel Size (53 characters or Tess)
• Valve Location (unlimited characters)
• Model (50 characters or less)
• Make (50 characters or less)
• Type (50 characters or Tess)
• Zone (50 characters or less)
• Status (50 characters or Tess)
• Ownership (50 characters or Tess)
• Service Responsibility (50 characters or less)
• Station Number (3 characters or less)
• District (50 characters or less)
• Address 1 (200 characters or less)
Address 2 (200 characters or Tess)
13
City of Stockton Fire & Rescue Department - Emergency Reporting Statement of Work
• Street Number (8 characters or Tess)
• Apt or Suite (15 characters or less)
• Latitude (53 characters or less)
• Longitude (53 characters or less)
• Map Page (20 characters or less)
• National Grid (20 characters or less)
• Parcel Number (30 characters or less)
• Street Prefix (50 characters or Tess)
• Street Name (50 characters or less)
• Street Type (50 characters or less)
• Street Suffix (50 characters or less)
• City (50 characters or less)
• State (50 characters or Tess)
• Zip (50 characters or Tess)
• Country (50 characters or less)
• Cross Street Prefix (50 characters or less)
• Cross Street Name (50 characters or less)
• Cross Street Type (50 characters or Tess)
• Cross Street Suffix (50 characters or less)
• Latitude (Valid decimal)
• Longitude (Valid decimal)
• Map Page (20 characters or less)
• Agency Personnel (.csv template) — Importable Fields:
• Agency Personnel ID (50 characters or Tess)
• First Name (200 characters or less)
• Middle Initial (50 characters or less)
• Last Name (200 characters or less)
• Rank (200 characters or less)
• DOB (mm/dd/yyyy)
• SSN (50 characters or less)
• Address (500 characters or less)
• City (500 characters or less)
• State (50 characters or less)
• Zip (10 characters or less)
• Email (500 characters or less)
• Work Phone (50 characters or less)
• Home Phone (50 characters or less)
• Driver's License (50 characters or less)
• Emergency Contact (500 characters or less)
• Emergency Contact Phone (50 characters or less)
• Discipline Notes (2147483647 characters or less)
14
City of Stockton Fire & Rescue Department - Emergency Reporting Statement of Work
• Award Notes (2147483647 characters or less)
• General Notes (2147483647 characters or less)
• Shift (50 characters or Tess)
• TrainingPGRate (53 characters or less)
• WorkingPGRate (53 characters or Tess)
• EventPGRate (53 characters or less)
• Mailing Address (500 characters or less)
• Mailing City (200 characters or Tess)
• Mailing State (50 characters or Tess)
• Mailing Zip (50 characters or less)
• Start Date (mm/dd/yyyy)
• Contact Notes (8000 characters or less)
• System Access (1 or 0 characters)
• Division (100 characters or Tess)
• EMS Cert Code (50 characters or less)
• State Training ID (20 characters or less)
• ERS Email Opt Out (1 or 0 characters)
• FIPS City Code (36 characters or less)
• State EMS ID (50 characters or less)
• Station (3 characters or less)
• Gender (10 characters or less)
• Equipment (.csv template)
• Equipment ID (50 characters or Tess)
• Equipment Type (50 characters or less)
• Manufacturer (50 characters or less)
• Manufacturer Date (Valid Date MM/DD/YYYY)
• Vendor (200 characters or Tess)
• In Service Date (Valid Date MM/DD/YYYY)
• Actual Cost (Valid decimal)
• Replacement / Retirement Date (Valid Date MM/DD/YYYY)
• Serial / Lot Number (150 characters or less)
• Size (50 characters or less)
• Model (50 characters or less)
15
City of Stockton Fire & Rescue Department - Emergency Reporting Statement of Work
• Estimated Replacement Cost (Valid decimal)
• Category (255 characters or less)
• Subcategory (255 characters or less)
• Notes (8000 characters or less)
• Apparatus (.csv template)
• NFIRS Apparatus Type (50 characters or less)
• Department Apparatus Name (15 characters or less)
• Primary Use (50 characters or less)
• Default Primary Role Of Unit (50 characters or less)
• NEMSIS Vehicle Type (4 characters or less)
• EMS Default Unit Service Level (50 characters or less)
• Vehicle Number (50 characters or less)
• VIN Number (50 characters or less)
• Manufacturer (50 characters or less)
• Year of Manufacture (4 characters or less)
• Model (50 characters or less)
• Engine (50 characters or less)
• Tank Volume (50 characters or less)
• Pump Type (50 characters or less)
• Pump Manufacturer (50 characters or less)
• Vehicle Initial Cost (10 characters or less)
• Date In Service (50 characters or less)
• What year do you expect to replace it (4 characters or less)
• Notes (2147483647 characters or Tess)
• Apparatus ID (5 characters or less)
• Station Number (3 characters or less)
16
City of Lodi Fire & Rescue Department - Emergency Reporting Statement of Work
EXHIBIT D - Lodi Fire & Rescue Sample 4 -Day Training Plan
Emergency Reporting will deliver a comprehensive training plan via a consecutive five-day
onsite session, delivered by Emergency Reporting Trainers. The training plan will focus on
basic and advanced use of the system. A sample schedule is depicted below (Modifications to
this schedule will be made in cooperation with LFD during the conference call to address
specific agency needs and personnel availability):
Session 1 Administration Module
Recommended Audience:
Administrators / Chief Officers
• Incident Settings
• Export Settings
• Daily Log Settings
• Department Settings
Session 2 Administration Module (cont'd)
Recommended Audience:
Administrators / Chief Officers
• Personnel Settings
• Certifications
• Apparatus Settings
• Dropdowns
Session 3
Recommended Audience:
Administrators / Chief Officers
Administration Module (cont'd)
• Agency Friends
• CAD Intar rsce Settings
Session 4
Recommended Audience:
Administrators / Chief Officers
Reports Module
• Navigating Reports
• Best Practices
Session 5 Query Builder
• Using Query Builder
Recommended Audience:
Administrators / Chief Officers
Session 6 Safety Analytics
Recommended Audience:
Administrators / Chief Officers
System Modules
• The Overall System from
an Administrator's
Perspective
17
City of Lodi Fire & Rescue Department - Emergency Reporting Statement of Work
Day 2 - Prevention
Session 1
Recommended Audience
"mention Personnel/
Administrators /
Mid Officers
Session?
Reeser' mended Aaidiiemcez
Prevention Personnel
Ashm inistrators
Chef Officers
Session i
Recommended Audience::
Prevention Personnel
Administrators
C+niefOfficers
Session 4
Recommended Audience:
Prevention Personnel
Administrators
Mail:Niicer%
Session S
Recommended Aaditnce:
Prevention Personnel
Administrators
Chief Officers
Session 6
Recommended Aud pence_
Prruenthan Personnel
Administrators
Cline/Officers
Occupant.. Module
• Overview
• Settings
Occupancy Module
• Settings teemed)
Occupancy Module
• Sabina Ocont'di
• Aeding am Occupancy
• Sin(se Entry
•
Importing Occupancies
Occupancy Module
• Tabs
• Contacts
• PreCre Plans
• ire Protection Systems
• files
• Permits
• VISION / Haza+r�s
• Action
Occupancy Yladrule
• Inspections
• Conducting an Inspection
• InspWino forma
• Generating Reports
OccrapMagi Madus1e
• InsptectER Apip
18
City of Lodi Fire & Rescue Department - Emergency Reporting Statement of Work
Days 3-5 - OPERATIONS / TRAIN THE TRAINER / A, B, C Shifts
Session 1 ANA/PM
Recommended Audience:
All
Session 2 AM/PM
Recommended .Audience:
Firefighters / Operations Personnel
Login / Security
Navigating the Welcome Page
• Support Page
• Knowledge Base Page
• Help / Feedback Page
• Personal Notifications
• Daily Log
Incidents Module
• NFIRS Overview
• Completing an Incident
Session 3 AM/PM
Recommended Audience:
Firefighters / Operations Personnel
Message Center Module
• Internal / External
• Messaging
Maintenance Module
• Requesting Maintenance
Library Module
My Profile
In addition to onsite training, Emergency Reporting has other tools and services available to
help users and administrators optimize their skills and knowledge of the system. These
resources include, but are not limited to the following:
• Train on the administrative roles and responsibilities for the system, including but not
limited to reporting, security, CAD Zink mapping edits and more (outside of this
statement of work).
• Extensive "Knowledge Base" resources- Emergency Reporting has created a support
platform consisting of video and document resources to help the end-user.
19
City of Lodi Fire & Rescue Department - Emergency Reporting Statement of Work
• Explanation of the product development process for system modifications/custom
engineering (outside of this statement of work)
• Review online training resources (e.g. Emergency Reporting delivers a twice monthly
"Virtual Thursday" training sessions with one of our trainers and/or an industry expert
guest on a system function and then posts the webinar recording to the Knowledge
Base.
20
EXHIBIT 2
EMERGENCY REPORTING SALES AGREEMENT
[ATTACHED BEHIND THIS PAGE]
21
:Jar Fano
EMERGENCY
REPORTING"
ER Contact Dela its
Prepied by
Email
Ging Anderson
greigigemergercyremrtng.00rn
Customer C:o49tact Details
NaMe
Contact Name
P hone
Email
Ship To
Courcy
D epm-mem Type
Order Sura ary
Lodi Fare Department
Ran Penia
.1.209;1333-6735
25.'EPineST
Lodi, CA 9:240
United States
SAN JOAOLI1N
Career
Phone`
Fax
18011$35-1822
(NS} 5'6157
Quo* Number 000f 70E5
Created Date 11f1d2018
Expimice Dale 10'30'2018
Customer Type New
Emergency Repotting
IMO rrir3no Or . Surte 305
BeI'irtgliaapmm,' 08226
WIMWernergenc repertmg.cc*n
Phone 81)0,773 7078
Faar 865.0N 6I ?
Product
Fla Di anncv
Cade
Sales
Dsco.. t
P,ce
TPIT e Lre chem • 1 57:.
Fire & EMS Package
Fire & EMS Package .^Setup
Fee
Fiat He Parser CAD L+rk
ArnualFee
non-NFIRS Data Import Fee
Onsite Training
TSF -Scheduling Interface
CP -1
CP -S2
Summary
Bit To Mame Larch Fre Dep r hent
Bit To
PO, Box 3006
Lalli, CA 955241.1$ f 0
United Slates
Years 5
Palysnert Schedr<ie `1early
2.00
2.00
1.00
1.00
1.00
1.00
$3,10&OD
$13919r.014
$799 Of)
3500.40
$7,54D 4'
$4'85.OD
Initsal rnueice wit! be +ssuea yp r receipt of ijI order fgmi. :11115
represents a prartter m for the amounting deparornert pleas contact
pars sates rep
15.00
15.0C'
10.00
iii Heng Cyd Start Date T1w AGENCY agrees that the brirni
start [lane kali become beaifect:N a van the 1st of the follow g ?north it
►rhrth acre sigrjt mrd ,r form Is rrcerue
$5283.60
t1.018<30
579500
S500.00
$6.7613. 00
$435 00
Admual Fee
Dre-Terne Setup Fee
Accrual LogrsysiTrb.iron Interface Fee
ce -Trme import Fee
4 Day Ors* Trairrng .;ccrsecutve; 1 Trainer 3 days
trainrrx-1 day Adrndn1Pre+. rgicrr
Ar ruail interface Fee
Year 1 Total
Yearly SuQsa- crop 35,283 a7
Fees
Anrual CAD Lirk $T% 00
Iktaint erra+rte Fees
Annual Vision Fee S;: O)
Anyrual Safety 90 UO
Analp+da Fee
Cne`Tme Setup 51,018 3.0
Fees
Puwual'Interface $4%.QQ
Fee
Cara Import Fee $5'.:0,00
22
Data Import & Contact Irvormation - 'Required to Process Order
FDIC! 3145
FLND:
'1s the organization tax exempt? yes [ ]r4
tf 'Yes'. tease email a to orders gen,. porung.aorn or
fax a copy to 94 9'X+ -e
'Do ou have NF1RS data to be imported?
Yes No [have- This inducted in your setup
There is a S•fiDEF charge (as a group) to im port any of the
non•NFlRS data listed below. V you Duns n to airport any ocr+•NPiRS
data wird the ' Import is not a fire item on tris order team, please
contact your sales imp no have the order form update Ymir order
cannot be processed urrrd Ibis fee as added to the above products
iiroe term' IIsi. ER doesn't import training teazels at this time.
Other Imports (Check all that apply • umported for a fee)
Ego went
[ Occupar•W^y
[k] Hyrurarrts
[k] Flow Test
[),<3 Perscnneil
[?r? Apparatus
Training Fees
'rear Cost
Estrn ed Yearty
Total Year 2+
$6,75i}
$114.849 91.]
$6,58! EC
EMSID S3951392
EMSID
The ER Support tearn *air configure your a court to export MFRS
data rid the state fire marsd31's o`fioe. proaraied ,N`e ctfare receives
i'.FIRS data. As a courtesy, ER antll also send a copy of the entail ba
your department. Please enter the ciepartreent err3i1 ns reoerre these
erratrs in gee space provded bektw. Eusting Ctrstcrrx rs and
Nbn-NFRS callers mo not need to complete iwiis section for
implement atm
[.apt. NFIRS Email l Recipient:
C ulle r}- korl i - a
-Please check one. Mew eq,szataier Act-oil/us Oncvt
For OccUpanoy Module configuration would you like }Hour setup
to be based on ,WPA [ ] ar RCC [ ]?
This is for setting up Categone' and Subcategories.
tiliCOLAUTit Setup Contact Name:
Rel 'e ? r y _
*Phone*: f 579 & ��
'e +recoil: ` p1/)'' (e) (.006, (`1 v
Emergency Reporting, a trade name of Reporting Systems, Inc. ("RSI"), and the above named account ("AGENCY") are entering into an
agreement as of the signature date.
Fire & EMS Solution Terms & Conditions
RSI shall perform the following services:
1. Collect emergency response data via a website accessible at https://secure.emergencyreporting,com.
2. Maintain collected data to standards set by FEMA's National Fire Incident Reporting System (NFIRS) and/or the National Emergency
Medical Services Information System (NEMSIS), version 3 3 4 or 3.4.0 as supported by your state,
3 Provide EMS export services for states that are officially supported by RSI for EMS exports, Due to the number of states that have
modified the NEMSIS standard, NEMSIS 3 is not a supported EMS Export type in many cases. State EMS reporting is not supported
unless the state is specifically listed on our website
4. Provide ongoing changes and bug fixes, at no additional charge, to remain in compliance with NFIRS & NEMSIS 3.
5. For supported states and exports (NFIRS, state specific EMS, or other export types) provide email or direct HTTPS download to the
necessary recipients. If possible, RSI will configure direct submission to the state; if the state prohibits third party submissions, RSI will
provide Agency with the applicable data for state reporting requirements.
6. Ensure appropriate security, privacy, and encryption of data transmitted to and from the website, in compliance with RSI's internal
polices, federal HIPAA regulations and industry practices regarding security.
7 Provide access to the website by current browser technology as stated in the RSI Users Policies Manual.
8 Provide data backup to guard against data loss in the event of catastrophic system failure.
9. Guarantee uptime of 99 9%, as calculated on an annual basis.
The Agency shall be responsible for the following:
1. Maintain an active user list of accounts that are authorized to access the website.
23
2 Pay all outstanding charges in a timely fashion. Non -timely payment may result in deactivation of service (deactivation will occur with
warning to the AGENCY; AGENCY data will be accessible when charges are brought current).
3 Maintain active Internet Service Provider (ISP) services to access the website ISP charges are not included in this agreement ISP
failures are not the responsibility of RSI.
4 Enter emergency response data and all other data into the website per system instructions, support recommendations, and in
accordance to the RSI User Policy Manual available on the support page from within Emergency Reporting's website.
5 Use supported web browsers as listed in the RSI User Policy Manual.
Additional CAD Link Terms & Conditions
RSI shall perform the following services:
1. Web Service CAD Links - Receive CAD interface data to the following address:
https://secure.emergencyreporting com/WS/V1.0/Dispatch/CallCenter php RSI reserves the right to reject or ignore invalid data.
2. For Flat File Parser (FFP) installations, RSI shall provide an installed piece of software that processes files as output from CAD and
submits the data to RSI FFP configurations shall conform to sample and specified data as output from CAD; any changes to this format
may result in change order fees.
3 Provide ongoing changes and bug fixes, at no additional charge, to keep the CAD Interface address specified above operational.
4 Supply mapping (alias) tools, submission tracking, and general processing tools to assist in the management of CAD supplied data to
RSI standards.
5 Ensure appropriate security, privacy, and encryption of data transmitted to and from the website, in compliance with RSI's internal
polices, federal HIPPA regulations and industry practices regarding security.
The Agency shall be responsible for the following:
1. Provide clean, valid data for processing, either via text file (for Flat File Parser installations) or web services (for web services direct
installations)
2 For FFP Installations, the Agency shall provide a nondedicated computer to install the FFP on. The computer shall have access to CAD
supplied text files, as well as outbound HTTPS access to the address specified above The operating system shall be x86 or x64, and
shall be any edition of Windows Server 2008 or 2003, and shall have the .net Framework 2.0 or higher installed.
3 Agency shall provide technical staff to assist with installation, debugging, networking, and general troubleshooting of CAD link technology
and infrastructure
4. Additional charges from your CAD vendor may apply and should be discussed with that vendor
Governing Law. The AGENCY agrees that the rights of user and RSI shall be governed by the Laws of the State of California, without regard to
any conflicts of law, rules or provisions Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this agreement
shall be in an appropriate State or Federal Court located in CA State.
Data Ownership. All data transmitted to the website remains the property of the AGENCY Retransmission of this data to the necessary state
reporting authorities is authorized. Modifying, deleting or other modifications of submitted incident data by RSI is prohibited Scientific research
that is based on broad data trends is authorized, but no AGENCY specific data is to be made visible to any third parties
Statute of Limitation. The AGENCY agrees that any cause of action you may have against RSI must be commenced within (6) six months after
the claim arises.
Pricing. The AGENCY agrees to the prices set forth in this agreement RSI reserves the right to modify AGENCY pricing at the contract renewal
date, and will provide 30 day advance written notice of its intent to do so
Billing Cycle Start Date The AGENCY agrees that the billing cycle start date will become affective on the 1st of the following month in which the
signed order form is received by RSI.
Copyright. The AGENCY recognizes that the RSI website is protected under U S. copyright and trademark law, international conventions and
other applicable law The AGENCY agrees to not license, sell, publish, decompile, reverse engineer, or otherwise deconstruct any portion of
RSI's technology.
RSI uses computer technology to collect data, and no such technology is 100% reliable at all times System failures may occur without warning.
Although all efforts will be made to prevent such failures, the AGENCY recognizes that these failures are outside the control of RSI, and agrees
to hold RSI, its principals, employees, and agents harmless. If any court holds any portion of this Agreement to be unenforceable,
then the remainder of this Agreement shall survive
Approved as to Form:
Special Terms & Conditions JANICE D. MAGDICH
City Attomey
Special Order: Account Requires additional XFDID for
Investigations.
Pro -Rated Months 4
24
EXHIBIT 3
END USER LICENSE AGREEMENT (EULA) [ATTACHED BEHIND THIS PAGE]
25
EMERGENCY
REPORTING'
866.773.7678
Int1.360.647.6003
Fax.866.9296157
FIRE / EMS RECORDS MANAGEMENT
EULA (End User License Agreement)
www.emergencyreporting.com
2200 Rimland Dr., Suite 305
Bellingham, WA 98226
IMPORTANT (READ CAREFULLY): This End -User License Agreement for Emergency Reporting
("EULA") is a legal agreement by and between "you" (either an individual or a single legal entity)
and Reporting Services, Inc. d/b/a Emergency Reporting for software product(s) ("SOFTWARE
PRODUCT") delivered with this EULA, which includes the computer software, object code copy, and
all of the contents of the files, disk(s), CD-ROM(s) or other media with which this EULA is provided,
including any templates, printed materials, and online or electronic documentation. All copies of
the SOFTWARE PRODUCT and any Updates of the SOFTWARE PRODUCT, if any, are licensed to you
by Emergency Reporting pursuant to the terms of this EULA. By installing, copying, downloading,
accessing or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this
EULA, which shall take precedence over any other document and shall govern your use of the
SOFTARE PRODUCT, unless Emergency Reporting and you have agreed to a single license
agreement with Emergency Reporting that specifically addresses the licensing of the applicable
SOFTWARE PRODUCT(s) for a discrete transaction, in which case the signed license agreement shall
take precedence and shall govern your use of the SOFTWARE PRODUCT. You agree that this EULA
is enforceable against you the same as any written, negotiated contract signed by you. If you do
not agree to the terms of this EULA, you are not authorized to, and you shall not, download, install
or use the SOFTWARE PRODUCT.
Emergency Reporting hosting, maintenance services (summary) - Emergency Reporting (Company) will
perform the following services for the City of Lodi Fire & Rescue Department (Agency):
• Collect emergency response data via the site at https://secure.emergncyreporting.coni
• Maintain collected data to standard set by FEMA (NFIRS) and/or the National Emergency
Medical Services Information System (NEMSIS) version 2.2.1 Gold, NEMSIS 3.4.0 and NEMSIS
3.3.4.
• Provide bug fixes, modifications and maintenance at no additional charge, in order to remain in
compliance with NFIRS and NEMSIS data set standards and reporting practices.
26
Ensure appropriate security, privacy, and encryption of data transmitted to and from the
website, in compliance with Emergency Reporting's internal policies, HIPAA regulations, and
industry practices regarding security.
• Provide access to the website by current browser technology as stated in the RSI Users Policies
Manual.
• Provide data backup processes which guard against data Toss in the event of catastrophic
system failure.
• Guarantee uptime of 99.9%, as calculated on an annual basis.
Correct all software defects for which the vendor is responsible, within a time period agreed upon
by the Agency and the Company. The "live system" is always the latest version for all users of the
Emergency Reporting system.
1. Delivery and Shipment
1.1. Delivery. The Company shall deliver the Products in accordance by providing account
activation upon payment of invoice
1.2. Failure or Delay in Delivery. The Company shall make commercially reasonable efforts to
meet the estimated delivery date and or delivery date specified in the SOW but shall not
be liable for failure to deliver or for any delay or effort in delivery of the Products. In case
the Company cannot meet the estimated delivery date and or delivery date specified in
the Information, the Company shall promptly notify the Agency, and discuss in good faith
on the appropriate delivery date.
2. Price
2.1. Prices are quoted in Information format and accepted prior to contracting. Price changes
will require 60 days advance notice.
3. Payment
3.1. Payment Terms. All fees payable hereunder shall be paid within 30 days of the date of
invoice.
3.2. Payment Net of Taxes. The fees do not include any taxes, import or export fees, duties, or
similar charges, all of which are the Agency's responsibility.
4. Term
27
4.1. This EULA is effective until terminated or until your software subscription or lease expires
without being renewed. This EULA may be terminated (a) by you, returning to Emergency
Reporting the original SOFTWARE PRODUCT or by permanently destroying the SOFTWARE
PRODUCT, together with all copies, modifications and merged portions in any form; (b) by
Emergency Reporting, upon your breach of any of the terms hereof or your failure to pay
the appropriate license or subscription fee(s); (c) upon your installation of an Upgrade
that is accompanied by a new license agreement covering the SOFTWARE PRODUCT
Upgrade; or (d) by expiration of the applicable license files, if this is a temporary license.
You agree upon the earlier of the termination of this EULA or expiration of your software
subscription to cease using and to permanently destroy the SOFTWARE PRODUCT (and
any copies, modifications and merged portions of the SOFTWARE PRODUCT in any form,
and all of the component parts of the SOFTWARE PRODUCT) and certify such destruction
in writing to Emergency Reporting.
5. Warranty
5.1. Disclaimer of All Other Warranties. The Agency disclaims to the fullest extent authorized
by law any and all warranties, whether express or implied, including, without limitation,
any implied warranties of title, non -infringement, quiet enjoyment, integration,
merchantability or fitness for a particular purpose.
6. Ownership of Intellectual Property
6.1. Retention of Rights. The Agency acknowledges and agrees that the Company, its suppliers,
partners and licensors (if any), own and shall retain all right, title and interest in and to (a)
all intellectual property rights embodied in the Software and Services, including the
manufacture and/or production of Products (and all copies and derivative works thereof,
by whomever produced), and associated Product documentation; (b) all of the service
marks, trademarks, trade names or any other designations, and (c) all copyrights, patent
rights, trade secret rights, and other proprietary rights in the Software.
6.2. No Rights Granted. The Agency acknowledges and agrees that this Agreement does not
grant to Agency any intellectual property rights in the Products.
6.3. You may not sell, rent, license, lease, lend or otherwise transfer the SOFTWARE PRODUCT,
or any copy, modification, or merged portion thereof, to another company or entity or
person. Any such unauthorized transfer will result in automatic and immediate
termination of the license.
6.4. You may not, and you may not authorize anyone else to, decompile, disassemble, or
otherwise reverse engineer the SOFTWARE PRODUCT.
28
6.5. You may not and you may not authorize anyone else to, work around any technical
limitations in the SOFTWARE PRODUCT.
6.6. You may not, and you many not authorize anyone else to , use, copy, modify, distribute,
disclose, license or transfer the SOFTWARE PRODUCT, or any copy, modification, or
merged portion, in whole or in part, except as expressly provided for in the EULA.
6.7. You may not, and you may not authorize anyone else to, circumvent any license
mechanism in the SOFTWARE PRODUCT or the licensing policy.
6.8. You may not, and you may not authorize or allow anyone else to, use or view the
SOFTWARE PRODUCT for purposes competitive with those of Emergency Reporting.
6.9. You may not, and you may not authorize anyone else to, use the SOFTWARE PRODUCT
except as expressly set forth in this EULA.
6.10. You agree to hold harmless and indemnify Emergency Reporting for any causes of action,
claims, costs, expenses and/or damages resulting to Emergency Reporting from a breach
by you or any Authorized User granted access by Agency of any of the limitations or
prohibited actions set for in this EULA.
7. Trademark
7.1. Use of Trademarks. The Agency may, whether in connection with its own trademarks, use
the then current Product names, logos and other marks ("Marks") on the Product and all
marketing and promotional material therefore as authorized by Company for all proper
purposes in the performance of Agency's duties hereunder.
7.2. Trademark Policies. The Agency's use of such Marks shall be in accordance with Company'
policies in effect from time to time, including, but not limited to, trademark usage and
advertising policies.
7.3. No Trademark Claims. The Agency shall have no claim or right in such Marks and Agency
shall not make any claim or contest the use of any such Mark authorized by Company.
Except as expressly authorized in writing by Company, Agency shall not file or attempt to
register any Mark or any mark confusingly similar Marks.
8. Confidential Information
29
8.1. Protection of Information. Each party shall protect the other's Confidential Information
from unauthorized dissemination and use the same degree of care that such party uses to
protect its own like information.
8.2. Non -Disclosure and Non -Use. Neither party shall disclose to third parties the other's
Confidential Information without the prior written consent of the other party. Neither
party shall use the other's Confidential Information for purposes other than those
necessary to directly further the purposes of this Agreement.
8.3. Definition of Confidential Information. The term "Confidential Information" includes all
material information, written or oral, disclosed or made available to either party, directly
or indirectly, through any means of communication or observation.
9. Termination
9.1. Termination without Cause. Either party may terminate this Agreement without cause
upon sixty (60) days prior written notice to the other party.
9.2. Material Breach. Either party may terminate this Agreement immediately upon the other
party's material breach of any term of this Agreement which is not capable of cure.
9.3. Termination on Insolvency. This agreement will terminate immediately upon either party's
insolvency, bankruptcy, receivership, dissolution, or liquidation.
10. Limitation of Liability
10.1. Damages. In no event will Company be liable for any direct, indirect, consequential,
incidental, special, exemplary, or punitive damages or liabilities whatsoever arising from
or relating to the software, the software content or this agreement, whether based on
contract, tort (including negligence), strict liability or other theory, even if Company has
been advised of the possibility of such damages.
10.2. Maximum Liability. In no event will Company liability exceed the monies paid by the
Agency to the Company. The existence of more than one claim will not enlarge or extend
this limit.
11. General Provisions
30
11.1. Notice. Any notices required or permitted shall be given to the appropriate Party at the
address specified above, or at such other address as the Party shall specify in writing, and
shall be effective upon actual receipt.
11.2. Assignment. The parties may not assign this agreement or any right or obligation of this
agreement, by operation of law or otherwise without prior written consent of the party,
which shall not be unreasonably withheld.
11.3. Severability. The invalidity or unenforceability of any provisions of this Agreement shall
not affect the validity or enforceability of any other provision of this Agreement, which
shall remain in full force and effect.
11.4. Headings. The section headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement.
11.5. Interpretation. In construing or interpreting this Agreement, the word "or" shall not be
construed as exclusive, and the word "including" shall not be limiting. The parties agree
that this Agreement shall be fairly interpreted in accordance with its terms without any
strict construction in favor of or against either party and that ambiguities shall not be
interpreted against the drafting party.
11.6. Amendments. No change or modification of this Agreement will be valid unless it is in
writing and signed by each party to this Agreement.
11.7. No Waiver. A party's failure to exercise or delay in exercising any right, power or privilege
under this Agreement shall not operate as a waiver; nor shall any single or partial exercise
of any right, power or privilege preclude any other or further exercise thereof.
11.8. Governing Law. This Agreement shall be governed, construed, and enforced in accordance
with the laws of the State of California, United States, without regard to its conflict of laws
rules.
11.9. Compliance of Law. The parties shall comply with any and all applicable laws, rules and
regulations of the governmental authorities concerned.
11.10. Force Majeure. A party shall not be liable for any failure of or delay in the performance
of this Agreement for the period that such failure or delay is due to causes beyond its
reasonable control, including but not limited to acts of God, war, strikes or labor disputes,
embargoes, government orders or any other force majeure event. In the event of a
threatened default or default as a result of any of the above causes, the defaulting party
shall exercise its best efforts to avoid and cure such default. In the event such an event
prevents performance thereunder for a period in excess of ninety (90) days, then the
nondefaulting party may elect to terminate this Agreement and/or cancel or suspend any
Purchase Orders thereunder by a written notice to the defaulting party.
31
11.11. Export and Import Controls. Each party shall be responsible for: (a) complying with all
export restrictions, laws and regulations; (b) securing all permits and other licenses
necessary to carry out its obligations under this Agreement; and (c) paying all tariffs,
duties and the like, associated with its export of any goods or the use of any information
in connection with the Products.
11.12. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which, taken together, shall constitute one and the
same agreement.
Approved as to Form:
JANICE D. MAGDICH
City Attorney
32
EXHIBIT 4
SERVICE LEVEL AGREEMENT (SLA)
[ATTACHED BEHIND THIS PAGE]
33
/ElEMERGENCY
REPORTING'
866.773.7678
I nt1.360.647.6003
Fax.866.9296157
FIRE / EMS RECORDS MANAGEMENT
SLA (Service Level Agreement)
www.emergencyreporting.com
2200 Rimland Dr., Suite 305
Bellingham, WA 98226
Maintenance coverage gives the end user the rights to any fixes, as well as to any new versions of the
product. It also includes unlimited Help Desk calls. Maintenance coverage does not include training,
consulting, or upgrade services or support which will be quoted separately when needed.
Emergency Reporting will serve as the first line for all support -related issues, regardless of the product.
Our team of (10+) support technicians and Trainers will record any issues in the Emergency Reporting
Support ticket system, provided by Zendesk. If it is determined the problem being reported is a problem
within partner products offered to the City of Lodi Fire and Rescue Department (LFD), Emergency
Reporting staff will quickly contact the partner to aid in resolving any problem.
Emergency Reporting will be responsible for providing the LFD with regular updates as to the progress
and status of any reported issue, ensuring prompt response and resolution of the situation. Every issue
will be assigned a priority and severity designation reflecting the needs of the specific situation. The
frequency of updates will be dictated based on the priority and severity of the issue. When an issue
requires expertise outside the scope of the support technician assigned the problem, Emergency
Reporting quickly engages the appropriate department or specific personnel to provide the most
accurate response in the fastest time possible.
Emergency Reporting's normal business hours are 6:30 AM Pacific Time — 5:30 PM Pacific Time, Monday
through Friday, excluding nationally observed holidays. After-hours support is provided twenty-four
hours a day, seven days a week ("24x7"), including holidays and weekends, for critical/production down
issues.
We have a comprehensive Disaster Recovery Plan available on request. It meets Federal DIACAP
requirements and is being enhanced to meet the Department of Defense Authority to Operate (ATO)
requirements. This includes migration to and hosting on Microsoft Azure Commercial and Azure
34
Government platforms. We are proactive in customer support and data integrity monitoring. We report
errors to federal and state authorities as evidenced by our recent submission to the State of Washington
regarding ImageTrend's security vulnerability related to the WEMSIS data repository. We continuously
monitor our systems performance and security enabling Emergency Reporting to achieve 99.99%
uptime.
Emergency Reporting defined priority levels along with target response and resolution times are listed on
the following page.
Iiiii0P
Support Service Support Manager
Supervisor
COO/CIO/CEO
As the call proceeds from Support to Supervisor to Service Support Manager to CEO, additional ERS
resources are committed as needed, up to and including an on-site customer visit coordinated through
the LFD, to insure a successful resolution.
Approved et to Form:
JANICE D. MAGDICH
City Attorney r
- 7:L<./
35
Service Request Priority Levels, Response Times and Resolution Targets
Priority
Pro,h ern Description
Response Time
Resolution
Level One
(Critical)
• Loss of data
• Service interruption
• Data corruption
• Productive use prohibited
• No workaround available
• Aborts
Example — site down
Level Two
(High)
• Primary purpose compromised
• Productive use significantly
impacted
• Workaround generally not
available
Example — NFIRS/NEMSIS
export capacity broken
M -F, 6:30AM-5:30PM
Pacific Time — Immediate*
Other (after hours and
holidays) - Within one (1)
business hour of
notification
12 hours — Program
code correction or a
procedural work
around (regardless of
time of day reported)
M -F, 6:30AM-5:30PM
Pacific Time — Immediate*
Other (after hours and
holidays) — Within three
(3) business hours of
notification
48 hours — Program
code correction or a
procedural work
around as part of the
next available Sprint,
using Agile
methodologies for
fastest
implementation
Level Three
(Medium)
Level Four
(Low)
• Productive, but incomplete
operation
• Workarounds generally
available
Example - Idea or concept for
desired functionality vs
existing functionality
M -F, 6:30AM-5:30PM
Pacific Time — Immediate*
Other (after hours and
holidays) — Within six (6)
business hours of
notification
One week —
Procedural
workaround
dependent upon
severity
Program code
correction in a future
software release
• Productive, mainly cosmetic in
nature
• Workarounds or configurable
options generally available
Example - How do I questions
or Cosmetic Errors such as
misspellings
M -F, 6:30AM-5:30PM
Pacific Time — Immediate*
Other (after hours and
holidays)
Within six (6) business
hours of notification
One week —
Procedural
workaround defined if
available
Program code
correction in a future
software release
36
*It is the goal to answer customer calls directly when reported via phone. Responsiveness goals apply in
cases where either Party is unable to take the customer call immediately or when the issue is reported
through a Reseller's Customer Support web site.
37
RESOLUTION NO. 2019-19
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING
THE CITY MANAGER TO EXECUTE A CONTRACT WITH
REPORTING SYSTEMS, INC., DBA EMERGENCY REPORTING,
FOR APPLICATION HOSTING AND TECHNOLOGY SUPPORT
SERVICES; AND FURTHER AUTHORIZING THE FIRE CHIEF
TO APPROVE CHANGE ORDERS AS NEEDED
WHEREAS, the Lodi Fire Department has utilized Firehouse Software as the provider of
the department's computer-aided reports and records management software system. Over the
past year, the system has become unreliable. Firehouse has not been responsive to the City's
requests to have the issues corrected but has agreed to an early termination of the current
contract; and
WHEREAS, the Lodi Fire Department uses two platforms for incident reporting,
Firehouse and Multi EMS Data System (MEDS). By the end of 2019, all agencies participating
in the JPA will be transitioning from these two platforms to Emergency Reporting; and
WHEREAS, Emergency Reporting will provide license and services set forth in the
Agreement. The term of the agreement will be for three years with two additional one-year
terms. The first year will cost $14,849.90 and each additional year up to four years will be
$6,581.60 for a total not to exceed $41,176.30 with an approved Consumer Price Index (CPI)
subject to a 3% cap; and
WHEREAS, staff recommends authorizing the Fire Chief to approve change orders as
needed.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby
authorize the City Manager to execute the three-year Agreement with Reporting Systems, DBA
Emergency Reporting, with two additional one-year terms, for Application Hosting and
Technology Support Services, for a total cost not to exceed $41,176.30 over the term of the
Agreement, including an approved Consumer Price Index (CPI) subject to a 3% cap, and
BE IT FURTHER RESOLVED that the Lodi City Council does hereby authorize the Fire
Chief to approve change orders as needed.
Dated: February 20, 2019
I hereby certify that Resolution No. 2019-19 was passed and adopted by the City
Council of the City of Lodi in a regular meeting held February 20, 2019 by the following vote:
AYES: COUNCIL MEMBERS — Johnson, Kuehne, Mounce, and Mayor Chandler
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — Nakanishi
ABSTAIN: COUNCIL MEMBERS — None
.a.,,,„,,,t-6
NIFER IFERRAIOLO
City Clerk
2019-19