HomeMy WebLinkAboutAgenda Report - June 1, 2022 C-07AGENDA ITEM
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COUNCIL COMMUNICATION
AGENDA TITLE: Adopt Resolution Authorizing the City Manager to Execute Amendment No. 2 with ESO
Solutions Inc., DBA Emergency Reporting (formerly known as Reporting Systems Inc., a
Washington corporation) for Incident Reporting and Patient Care Reporting ($14,000)
MEETING DATE: June 1, 2022
PREPARED BY: Fire Chief
RECOMMENDED ACTION: Adopt Resolution authorizing the City Manager to execute Amendment No.
2 with ESO Solutions Inc., DBA Emergency Reporting (formerly known as
Reporting Systems Inc., a Washington corporation) for incident reporting
services and Patient Care Reporting ($14,000).
BACKGROUND INFORMATION: Since 2019, the Lodi Fire Department has utilized Emergency Reporting
for incident reporting and patient care reporting (PCR). In 2021, ESO
Solutions, Inc. purchased Reporting Systems, Inc., the parent company of
Emergency Reporting. Emergency Reporting has continued to provide the
incident reporting platform for the Lodi Fire Department; however, they did not upgrade their PCR platform to be
compliant in California. As a result, ESO Solutions Inc. has agreed to provide the PCR platform within the existing
fee schedule provided by Emergency Reporting.
In 2023, Emergency Reporting will dissolve and both the incident reporting platform and the PCR platform
will be provided by ESO Solutions Inc. In July of 2024, once the two, one year options to extend have
been exhausted, the Lodi Fire Department will need to renew the contract with ESO Solutions, Inc. if the
reporting platforms are meeting the needs of the department.
FISCAL IMPACT: The fiscal impact will be $7,000 for the first extension (which has been
submitted as part of the LFD FY 2023 Budget) and $7,000 for the second
extension.
FUNDING AVAILABLE: 10040001.72369
Andrew Keys
Andrew Keys
Deputy City Manager/Internal Services Director
APPROVED: Steve Schwabauer
Stephen Schwabauer, City Manager
�f
Ken Johnson
Fire Chief
AMENDMENT 2 TO THE PROFESSIONAL SERVICES AGREEMENT
This Amendment Number 2 is entered into on , 2022, between the City of Lodi
hereafter "City" and ESO Solutions, Inc., a Texas corporation qualified to do business in California,
formerly BACKDRAFT OPCO LLC, dba EMERGENCY REPORTING (formerly known as REPORTING
SYSTEMS, INC, A WASHINGTON CORPORATION) hereafter "Contractor "or 'BSO", collectively the
"Parties". The Parties previously entered into a Professional Services Agreement on February 29, 2019,
agreement number 6999 (the "Agreement").
RECITALS
WHEREAS, per section XXX AMENDMENTS, the Agreement may be modified or amended
only by a written document executed by both Contractor and City; and
WHEREAS, per section XX, PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS,
the parties recognize that a substantial inducement to City 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 City. Any such purported assignment, transfer,
encumbrance, pledge, sub -use, or permission given without such consent shall be void as to City. If City
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 liability and obligations hereunder; and
WHEREAS, ESO Solutions, Inc., a Texas corporation, acquired Backdraft OpCo, LLC. DBA
Emergency Reporting formerly known as Reporting Systems, Inc., a Washington corporation; and
WHEREAS, the City hereby agrees to Backdraft OpCo, LLC's assignment of the Agreement to
ESO Solutions, Inc.; and
WHEREAS, all obligations and liabilities of the Agreement shall be assigned from Backdraft
OpCo, LLC DBA Emergency Reporting to ESO Solutions, Inc.
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the City and Contractor mutually agree as follows:
1. Effective immediately, Section IX entitled WARRANTIES; DISCLAIMERS; LIMITATION OF
LIABILITY shall be deleted in its entirety and replaced with the following:
"WARRANTIES AND DISCLAIMER:
After Software is fully implemented (and subject to City's adherence to Use Restrictions described
hereinbelow), ESO warrants that the Software will materially perform in accordance with its applicable
Documentation.
Professional Services. All Professional Services delivered by ESO hereunder shall be performed in a
professional manner in accordance with industry standards.
DISCLAIMER. ESO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, PERFORMANCE, SUITABILITY, TITLE, NON -INFRINGEMENT, OR ANY
IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF
PERFORMANCE, OR USAGE OF TRADE. CITY ACCEPTS THE SOFTWARE "AS -IS" AND "AS
AVAILABLE.
Use Restrictions. Except as provided in the Agreement or as otherwise authorized by Contractor, City
has no right to, and shall not: (a) decompile, reverse engineer, disassemble, print, copy or display the
Software or otherwise reduce the Software to a human -perceivable form in whole or in part; (b) publish,
release, rent, lease, loan, sell, distribute or transfer the Software to another person or entity; (c)
reproduce the Software for the use or benefit of anyone other than City; (d) alter, modify or create
derivative works based upon the Software either in whole or in part; or (e) use or permit the use of the
Software for commercial time-sharing arrangements or providing service bureau, data processing,
rental, or other services to any third party (including any affiliate not specifically listed in the applicable
Addendum).
LIMITATION OF LIABILITY: NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THE AGREEMENT, EXCEPT FOR A PARTY'S VIOLATION OF THE OTHER
PARTY'S INTELLECTUAL PROPERTY RIGHTS NEITHER PARTY SHALL, UNDER ANY
CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL,
INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO
THE AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST GOODWILL OR BUSINESS
VALUE, LOST PROFITS, OR LOSS OF BUSINESS, EVEN IF SUCH PARTY IS APPRISED OR
SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
EXCEPT FOR A PARTY'S VIOLATION OF THE OTHER PARTY'S INTELLECTUAL
PROPERTY RIGHTS AND WHERE SUCH LIMITATION IS PROHIBITED UNDER
APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY'S TOTAL
LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THE AGREEMENT
(INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM
AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT,
TORT, OR OTHERWISE, EXCEED THE TOTAL OF ONE -MILLION DOLLARS ($1,000,000).
THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THIS LIMIT".
2. Effective immediately, section XIII entitled INDEMNIFICATION under the Agreement, shall be
deleted in its entirety and replaced with the following:
"IP Infringement. Contractor shall defend and indemnify City from any damages, costs, liabilities,
expenses (including reasonable attorney's fees) ("Damages") actually incurred or finally adjudicated
as to any third -party claim or action alleging that the Software delivered pursuant to the Agreement
infringe or misappropriate any third party's patent, copyright, trade secret, or other intellectual property
Page 2 of 7
rights enforceable in the applicable jurisdiction (each, an "Indemnified Claim"). If City makes an
Indemnified Claim under this Section or if Contractor determines that an Indemnified Claim may occur,
Contractor shall at its option: (a) obtain a right for City to continue using such Software; (b) modify
such Software to make it a non -infringing equivalent or (c) replace such Software with a non -infringing
equivalent. If (a), (b), or (c) above are not reasonably practicable, either party may, at its option,
terminate the relevant Addendum, in which case Contractor will refund any pre -paid Fees on a pro -rata
basis for such Addendum. Notwithstanding the foregoing, Contractor shall have no obligation
hereunder for any claim resulting or arising from (x) City's breach of the Agreement; (y) modifications
made to the Software not performed or provided by or on behalf of Contractor or (z) the combination,
operation or use by City (and/or anyone acting on City's behalf) of the Software in connection with any
other product or service (the combination or joint use of which causes the alleged infringement). This
section states Contractor's sole obligation and liability, and City's sole remedy, for potential or actual
intellectual property infringement by the Software.
Indemnification Procedures. Upon becoming aware of any matter which is subject to the provisions of
IP Infringement section mentioned above (a "Claim"), City must give prompt written notice of such
Claim to Contractor, accompanied by copies of any written documentation regarding the Claim
received by the City Contractor shall compromise or defend, at its own expense and with its own
counsel, any such Claim. City will have the right, at its option, to participate in the settlement or defense
of any such Claim, with its own counsel and at its own expense; provided, however, that Contractor
will have the right to control such settlement or defense Contractor will not enter into any settlement
that imposes any liability or obligation on City without the City's prior written consent. The parties
will cooperate in any such settlement or defense and give each other full access to all relevant
information, at Contractor's expense".
3. Effective immediately, section XXII entitled USE AND OWNERSHIP OF DOCUMENTS AND
DATA under the Agreement, shall be deleted in its entirety and replaced with the following:
"Ownership:
Software and SaaS. The rights granted to City under the provisions of this Agreement do not constitute
a sale of the Software. Contractor retains all right, title, and interest in and to the Software, including
without limitation all software used to provide the Software and all graphics, user interfaces, logos and
trademarks reproduced through the software, except as expressly stated in this Agreement.
Ownership of City Data. As between Contractor and City, all City Data shall be owned by the City.
Use of City Data. Unless it receives City's prior written consent, Contractor shall not grant any third -
party access to City Data, except (a) subcontractors that are subject to a reasonable nondisclosure
agreement or (b) authorized participants in the case of Software designed to permit City to transmit
City Data. Contractor may only use and disclose City Data to fulfill its obligations under this Agreement
or as required by applicable law or legal or governmental authority. Contractor shall give City prompt
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notice of any such legal or governmental demand and reasonably cooperate with City in any effort to
seek a protective order or otherwise contest such required disclosure, at City's expense.
ANONYMIZED DATA. CITY ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING
ANY OTHER PROVISION HEREIN, CONTRACTOR MAY USE ANONYMIZED CITY DATA
FOR INTERNAL AND EXTERNAL PURPOSES (INCLUDING BENCHMARKING AND
RESEARCH), PROVIDED THAT CONTRACTOR WILL NOT SELL ANONYMIZED DATA TO
THIRD PARTIES FOR COMMERCIAL USE. WITHOUT LIMITING THE FOREGOING,
CONTRACTOR WILL OWN ALL RIGHT, TITLE AND INTEREST IN ALL INTELLECTUAL
PROPERTY OF ANY AGGREGATED AND DE -IDENTIFIED REPORTS, SUMMARIES,
COMPILATIONS, ANALYSIS, STATISTICS OR OTHER INFORMATION DERIVED
THEREFROM."
4. Effective immediately, the following section is added to the Agreement:
"HIPAA Business Associate Addendum. The parties agree to the terms of the HIPAA Business
Associate Addendum attached as Exhibit A to this Amendment 2 of the Agreement and incorporated
herein by reference."
Except as expressly amended hereinabove, all other terms and conditions of the Agreement shall remain
unchanged and remain in full force and effect unless modified by a written amendment signed by both
parties.
IN WITNESS WHEREOF, the undersigned expressly agree and warrant that they are authorized to sign
and enter into this Amendment 2 on behalf of the Party for which they sign and have executed this
Amendment 2 on the Effective Date first written above.
CITY OF LODI, a municipal corporation CONTRACTOR called "Contractor"
ESO Solutions Inc., a Texas corporation
STEPHEN SCHWABAUER
City Manager By:
ATTEST
Date:
OLIVIA NASHED
City Clerk
APPROVED AS TO FORM:
JANICEjD. MAGDICH, City Attorney
y I/
"t-0
ROBERT MUNDEN,
Chief Legal and Compliance Officer
Page 4 of 7
EXHIBIT A TO AMENDMENT 2
HIPAA BUSINESS ASSOCIATE ADDENDUM
City and Contractor ('Business Associate") agree that this HIPAA Business Associate Addendum is entered
into for the benefit of City, which is a covered entity under the Privacy Standards ("Covered Entity").
Pursuant to Professional Services Agreement with the effective date of February 29, 2019, executed by
Contractor and the City as amended (the "Agreement") into which this HIPAA Business Associate
Addendum (this "Addendum") has been incorporated, Business Associate may perform functions or
activities involving the use and/or disclosure of PHI on behalf of the Covered Entity, and therefore, Business
Associate may function as a business associate. Business Associate, therefore, agrees to the following terms
and conditions.
1. Scope. This Addendum applies to and is hereby automatically incorporated into all present and
future agreements and relationships, whether written, oral or implied, between Covered Entity and Business
Associate, pursuant to which PHI is created, maintained, received or transmitted by Business Associate
from or on behalf of Covered Entity in any form or medium whatsoever.
2. Definitions. For purposes of this Addendum, the terms used herein, unless otherwise defined, shall
have the same meanings as used in the Health Insurance Portability and Accountability Act of 1996
("HIPAA"), or the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and
any amendments or implementing regulations, (collectively "HIPAA Rules").
3. Compliance with Applicable Law. The parties acknowledge and agree that, beginning with the
relevant effective date, Business Associate shall comply with its obligations under this Addendum and with
all obligations of a business associate under HIPAA, HITECH, the HIPAA Rules, and other applicable laws
and regulations, as they exist at the time this Addendum is executed and as they are amended, for so long
as this Addendum is in place.
4. Permissible Use and Disclosure of PHI. Business Associate may use and disclose PHI as necessary
to carry out its duties to a Covered Entity pursuant to the terms of the Agreement and as required by law.
Business Associate may also use and disclose PHI (i) for its own proper management and administration,
and (ii) to carry out its legal responsibilities. If Business Associate discloses Protected Health Information
to a third party for either above reason, prior to making any such disclosure, Business Associate must obtain:
(i) reasonable assurances from the receiving party that such PHI will be held confidential and be disclosed
only as required by law or for the purposes for which it was disclosed to such receiving party; and (ii) an
agreement from such receiving party to immediately notify Business Associate of any known breaches of
the confidentiality of the PHI.
Limitations on Use and Disclosure of PHI. Business Associate shall not, and shall ensure that its
directors, officers, employees, subcontractors, and agents do not, use or disclose PHI in any manner that is
not permitted by the Agreement or that would violate Subpart E of 45 C.F.R. 164 ("Privacy Rule") if done
by a Covered Entity. All uses and disclosures of, and requests by, Business Associate for PHI are subject
to the minimum necessary rule of the Privacy Rule.
Page 5 of 7
6. Required Safeguards to Protect PHI. Business Associate shall use appropriate safeguards and
comply with Subpart C of 45 C.F.R. Part 164 ("Security Rule") with respect to electronic PHI, to prevent
the use or disclosure of PHI other than pursuant to the terms and conditions of this Addendum.
7. Reporting to Covered Entity. Business Associate shall report to the affected Covered Entity without
unreasonable delay: (a) any use or disclosure of PHI not provided for by the Agreement of which it becomes
aware; (b) any breach of unsecured PHI in accordance with 45 C.F.R. Subpart D of 45 C.F.R. 164 ("Breach
Notification Rule"); and (c) any security incident of which it becomes aware. With regard to Security
Incidents caused by or occurring to Business Associate, Business Associate shall cooperate with the
Covered Entity's investigation, analysis, notification and mitigation activities, and except for Security
Incidents caused by Covered Entity, shall be responsible for reasonable costs incurred by the Covered Entity
for those activities. Notwithstanding the foregoing, Covered Entity acknowledges and shall be deemed to
have received advanced notice from Business Associate that there are routine occurrences of: (i)
unsuccessful attempts to penetrate computer networks or services maintained by Business Associate; and
(ii) immaterial incidents such as "pinging" or "denial of services" attacks.
8. Mitigation of Harmful Effects. Business Associate agrees to mitigate, to the extent practicable, any
harmful effect of a use or disclosure of PHI by Business Associate in violation of the requirements of the
Agreement, including, but not limited to, compliance with any state law or contractual data breach
requirements.
9. Agreements by Third Parties. Business Associate shall enter into an agreement with any
subcontractor of Business Associate that creates, receives, maintains or transmits PHI on behalf of Business
Associate. Pursuant to such agreement, the subcontractor shall agree to be bound by the same or greater
restrictions, conditions, and requirements that apply to Business Associate under this Addendum with
respect to such PHI.
10. Access to PHI. Within five business days of a request by a Covered Entity for access to PHI about
an individual contained in a Designated Record Set, Business Associate shall make available to the Covered
Entity such PHI for so long as such information is maintained by Business Associate in the Designated
Record Set, as required by 45 C.F.R. 164.524. In the event any individual delivers directly to Business
Associate a request for access to PHI, Business Associate shall within five (5) business days forward such
request to the Covered Entity.
11. Amendment of PHI. Within five business days of receipt of a request from a Covered Entity for the
amendment of an individual's PHI or a record regarding an individual contained in a Designated Record
Set (for so long as the PHI is maintained in the Designated Record Set), Business Associate shall provide
such information to the Covered Entity for amendment and incorporate any such amendments in the PHI
as required by 45 C.F.R. 164.526. In the event any individual delivers directly to Business Associate a
request for amendment to PHI, Business Associate shall within five business days forward such request to
the Covered Entity.
All other terms and conditions of the Agreement shall remain unchanged and remain in full force and effect
unless modified by a written amendment signed by both parties.
Page 6 of 7
Je
Amendment
1-Executed.pdf
Page 7 of 7
NAME CHANGE AMENDMENT
BACKDRAFT OPCO LLC, dba EMERGENCY REPORTING
THIS NAME CHANGE AMENDMENT is made and effective this X1~7 ' day of Gmeber��
2019, by and between BACKDRAFT OPCO LLC, dba EMERGENCY REPORTING (formerly d)�6
known as REPORTING SYSTEMS, INC, A WASHINGTON CORPORATION) hereafter
"CONTRACTOR" and the City of Lodi, a municipal corporation hereafter "CITY", collectively the
"Parties".
WITNESSETH
WHEREAS, the Parties entered into a Professional Services Agreement on February 29,
2019 (the "Agreement") as set forth in Exhibit 1, attached hereto and made a part hereof;
and
2. WHEREAS, REPORTING SYSTEMS, INC, A WASHINGTON CORPORATION changed
its company's legal name to BACKDRAFT OPCO LLC, dba EMERGENCY
REPORTING, effective April 12, 2019; and
3. WHEREAS, the name change will have no impact on the Agreement and
CONTRACTOR will continue to perform all of the obligations under the Agreement; and
4. WHEREAS, it is in the mutual best interests of the CITY and CONTRACTOR to amend
the Agreement to reflect this name change; and
5. WHEREAS, the Parties agree to amend the Agreement.
NOW, THEREFORE, for good and valuable consideration among the Parties, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
Effective as of April 12, 2019, REPORTING SYSTEMS, INC changed its company
name to BACKDRAFT OPCO LLC, dba EMERGENCY REPORTING, its Federal Tax
Identification Number (FEIN) is now 71-0930426, the company address is 2200
Rimland Dr Ste 305, Bellingham, WA 98226, and company management remain
unchanged.
2. CONTRACTOR will continue to perform all of its duties, responsibilities, and
obligations under the Agreement.
3. The CITY hereby consents to continuing the Agreement with CONTRACTOR.
4. Where the term REPORTING SYSTEMS, INC appears in the original Agreement as
hereby amended, the term shall hereinafter mean and refer to BACKDRAFT OPCO
LLC, dba EMERGENCY REPORTING.
5, Except as expressly amended hereinabove, all the remaining terms and conditions of
the Agreement remain unchanged and in full force and effect.
IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Name Change
Amendment on the date and year first above written.
CITY OF LODI, a municipal corporation,
"CITY" "CONTRACTOR"
2KE2!t�■+1 �rrabA r
City Manager I
Attest:
A.
6NNIFEQ F RRAIOLO, City Clerk
Approved as to Form:
�ANICEPI. MAGDICH
City Attorney
BACKDRAFT OPCO LLC, dba
EMERGENCY REPORTING
Name: David Nokes
Title: CEO
Exhibit 1
AGREEMENT
Thls Agreemont and all Iixlrihils alincitud herein ("Aarecotent") is made and entered into Ci b , Pp j 1, q ( -Invective
Date") by untl bclweoii Nepnrling Systema, Inc., MA Erntrgcncy Illoporling, a Waahluglnn corparatiorl ("[':untrraclor"), and the
City of Ludl, amunlclpul curpuration ("Lodi"). Canirnclor 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:
DEFINITIONS
1. "Acceptance" means Lodi's acceptance of the Solution In the manner set forth In Exhibits I, 2, 3, and 4,
2. "Confidential Informwinn" means, with respect to a Puny Iterate, all hirurmolion or material which Is either (1)
marked or idenlifted as "Contldendal," "Restricted," or "Propriolary Inlbrmulion" or other similar marking or
idenlificalion, or (2) known by the Ponies or of the typo Ihnl is typically to fro considered conlIdendal and proprleinry.
Confidential information shall consist of all Information, whether in written, orni, electronic, or other form, (brakhed on
or after lite lifrealivc 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 tidier orlhe Parties
or their subsidiaries or affiliates) to ilia other Party or to Its Representatives, and specifically includes but is not limited In
Lodi's individually Identifiable Lodi information, Lodi's customer usage data and financial dais, 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 drags, preliminary drawings or plans, notes, Ideas
and communications that Lodi provides to Contractor, unless Lodi authorizes, in writing, the release of said information.
From lime to time in this Agreement, Lodi's individually identifiable Lodi information, Lodi's customer usage data and
Financial dais, Lodi's customer information shall be referred to "City's Customer Dais".
3. "Conlraclnr Technology" means all of Contractor's prolhrluiary technology (Including software, hardware, products,
processes, algorithms, user interfaces, know-how, lechnlques, designs and otter tangiblu or Intangible lechnical material
or Information and any and RII derivotives and modifications thereof) which Contractor shall provide to meet lite
requirements of Exhibits I, 2, 3, and 4. Contractor Technology includes any third party technology which is used In or
with ilia Contractor Technology,
4. "Deliverable" or "Dellvernbles" means a Solution component that includes Implementation Services and Is prepared
specific for ilia Project for the delivery of the Solution but does not include the Contractor Technology or The Third Party
Platform, Any and all Doliverables must meet the requirements or Exhibits I, 2, 3, and 4.
5. "Documcntalion" means with respect to (1) the standard user -oriented instructions and related materials for the use of
the ConlraclorTechnology in a form distributed by Contractor generally to its clients, together with updates, modiftealions
and enhancements thereto; and (2) the standard user-oriontud instructions and related materials for the use of the Third
Parry Platform in a form distributed by Contractor generally to its clients, together with updates, modifications and
enhancements thereto.
6. "Go -Live" means the dale on which the Solution Is operating in accordance with the requirements of Exhibits 1, 3, 4, and
5.
7. "Implemcntalinn 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 tare combination of the Contractor Technology and all other associated services and Deliverables that
are delivered to meet the requirements of the Exhibits I, 3, and 4.
IG. "Statement of Wnrk" or "SOW" means the Statement of Work and Its attachments attached herolo and Incorporated
(herein by reference as Fxhibil 1.
11. "Support Service -ii" moans the software maintenance and support services to be provided by Contractor aper
implementation of the Solution as further described in Uhihft 2.
12. "Term" means the term of this Agreement as set Furth in Section Ill.
13. "Third Parly Plrrtform" means the software and technology and equipment (and any and all derivatives and
modifications thereof) used to provido Ike Integrated Library Services as described In t:xh(bluiJ, 2, 3, and 4. Third Party
I'lailbrin htcltxfes any third puny technology which is used In or with the Third Party Platform.
II, SCOPE OF PROJECT/SOLUTION DELIVERY
A. Contractor shall deliver the SOhltiall in accordance with this Agreement, ineloding, all Exhibits, and Contractor shall
not be deemed to have successful delivered the Solution (including, any Deliverable) unless Contractor oblains
Accepi;nice, In connection with the foregoing, the successful enmpletion ofthe Solution means, at a minimum, that the
Solution shalt be opur-ating In a production environment processing Lodl's actual data pursuant to the terms of (his
Agreement,
B, in compliance w(tlt all of mhc tcrms and cundttinns of this Agreement, Contractor shall psrfurm ilio ImplementoiIon
Scrvices and Support Services. 'rhe frim Chicf or designee may elect to dolcte any Irortiun of rile Implentenlotiou
Services or Support Services; providing no such dc1e11011 may adversoiy impact Iho ability ❑FCanlraclor to prnvide the
Sol iition and Support Scryires.
C. Contractor shall perform all Implomentullon Services end Snppurt Services in a skiliful and competent manncr,
consistent with the standards generally recognized as being cmploycd by professionals in the same discipline in the State
of Cidil'ornin, Contractor represent% and mmininiAs flint it is skilled in the professional calling accessary to perforin the
Implemenlallon Services and Suppon Services. Contractor warrants that all employees and suh-cvnsnitoats, if any, shall
have 5uflicieol skill and experience to perlbnil the Implcmenlatiolls Services and Support Services assigno(l to Idem.
By performance of the Inlplesniemnllun Services and Suppurt Scrvices, Contractor cert Hies that the Implernenlulion
Scrviccs and Support Services conform lathe requirements of this Agrcemenr and till appliepblc federal, stale and local
laws. C;onlrnctor represents and warrants to Lodi that it ins, shall crinin, and shall keep in full farce In olTecl during tic
term hurt:4, at its sale ro.m and expense, all license%, 11vn»lls, qualificatluus, insurance and approvals of whatsoever
ualuru ilia[ Is legally requited of Contractor to practice its proresaton,
D. Conlrarlor rgweseilm and worranls that Contractor: (t) has thuroughty fnvcsligalod 61111 ctln.nidcred the Solution's
perfnrnlance, Iillptenlenlntion SL'ryiet: , anti Snppnn Sgr4lces to he perklrrned; and (2) has enrefolly considered how the
Sulutioll, lnlpfemenfalior Scrvires and Support Scrviccs should he provided, Should Conlraclur dlscover tiny Intent c}r
talkuulvn conditions malerially differing frim lhnsC inherent in lite provision of such 5rlltllian'9 perfurm[lnce,
hnplerncmuliun Survicos and Support Services or ns rcprescntcd by Lodi, Uontractnr shnll prompdy hlfnrin Lodi of such
fact aild 5111111 not proceed except titCtalltilCiCt'S risk unlii written inslrutaiuns are reeeivnd from Lodi.
E, NciiIlet hail! nor any of Its I:rnptoy Les 511,711 hitve tiny conIrol over the manner, mode a men ns by which Conl;netor, ifs
ragouts n empIoyces, per larnr $l1Iatinll, 1116 In1pie menIatian Scryices and Support Services required herein, except as
o ierwi4e Set forth herein. rNecill tis expressly provided hervin and lite Exhibits, [,odl shall have no voice In Ilia
seiucIion, d1sl;liurge. xupurvisioa n control of Contractor's ampIoyaas, sorvanis, rcprescnIatives or agents, or in fixing
their number, compensation or hours ofservice. Contractor shall perfuri n elle Soluilon, all Implemonisorin Serviecs mal
Support Scrviccs required ttcrcin ns an independent con(rador of Lod1 and shall remain ut all limes, as to Lodi, a wlwlly
independent contrulor with only shell obllgotions as Are cousis(cot will) thiel roic. Cnnlraclor shnll not at any little or in
any munner represem ihlu it or any of its ligunts or cmpluyces are agents or uutployces of Lodi. Lodi shall 1101 al any
way or lir any purpose become or he deemed to iltr H partner of Contractor in its busimuss nr whernvise or a joint venture
or a meniher of any Johul enterprise will} Conlracwr.
Ir. In consideration for the compensation paid to Contractor by Lodi, Contractor agrees that Lodi shall not be liable or
mgponsible fur any bcaufils, including, but not hrnitcd to, worker's cinnplcrisntinn, disability, refirernenl, life,
uueltiploynient, Ircnilh or any other bsrlclils, end Contractor agrees that it shall not sac or Me H claim, petition or
npplicalion lficrefolrc ogniost Loch or any omits officers, vaipluyees, agents, representatives r>r aureries,
TERM; TIME OF PERFORMANCE; AUTHORIZATION TO PROCEED;
IMPLEMENTATION PROCF.S,S
A. The Tenn of this Agreement shall commence on ilio Elli ctive Dole and shall continue for an initial Term of
Three Years, uniass terminated earlier as set forth in Section XI herein. The Pariles may extend this Agreement
for up to two (2) additional one (1) year Terms. The Fire Chief or designee Is authorized to extend the Tenn of this
Agreement on hchnif of Lodi,
H. Contractor shall perform and cumplcto the Sofution, Implementation Services, and Support Services In accurdance with
Ilene Exhibits, Tiro I'allLire ofCaniractor to strictly adhere to the schedule may result in rerminatlon nl'lhls Agreement by
Lodi.
C. rhe lime periord(s) specified lar pertarinance of the Implealenlaliml Scrvices and Support Services shall ba extended
hecause of any decoys due (o uttfuresecuhlc causes beyond the cow rnI and without the hull ur negligence of Contrac(or,
Including, hat not resirieled to, acts of God or of the public cnamy, unusual ly severe weather, liras, cnrihquakes. Floods,
pestilence, mid other amoral calaslrophes, epidemics, goarantlne restrictians, riots, strikes, freight eanbargues, wars,
III[got Ion, civil disturbance or disobedIanee, Iabor dispute, lob or or material shn nage, sabotage, gnvernuLent pKuril ics,
restraint by court order Orpahlie authority and action or nun-actlon by or inability to obtain lha accessary authorizallon
orapprovafs from any governmental agency orall thorily, and/er acts ofany governmental agency, Including Lodi, which
by lite 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 ovcicome, If Contractor shall within Ion (10) days of actual or constructive knowledge
of lite commencement of such May notify the project Monagor In writing of Ilse causoN of the delay. The project
Mnnsgor shall usceriain Ike facts and the extent of May, and shall extend the lima for perfurming the Implementation
Sewicex ttr Support Services for the period of the enforced delay, In the event of delay, huwever caused, Contractor's
sale remedy shrill be an extension of the Agreement, pursuant to this Section, and Contractor shall not be entitled to
recover damages against Lodi,
C. Oul(c4Ci4p1.i911..1f! Yriicypd. Contractor shall, upon the Effective Dale, commence with the procurement and
implementation of lite Solution. Lodi's execution of this Agreement constitutes Lodi's agreement to the terms herein
and authorization for Contractnr to commence with the procurement and implementation of the Solution,
D, - o o ln 11! t+.S -y , Each Party shall comply with its respective obligations in ennnecdon with lire implumonlnlion
of Ilse Solution as such are further described in the Exhibits.
IV. FEES
A. %,
I.t.mli shall pay Contractor fees totaling Fourteen '1'hakisand, Eight Hundred Forty -Nine Dotlnoa and 901100 Cents
($14,849,90) for the first year of services, In nccurdalleu with the Exhibit I ("Implemcntatlnn 1'4c"), This
Implementation Fee shall cover the Implementation Services described in Exhibits I, 2, 3, end 4, This implementation
Fee or portions thereof shall bo paid within thirty (30) days of Lodfs receipt of an invoice for those successfully
completed tasks listed In the Statement of Work,
2, Contruclor shuf I invoice Lodi for the Irrmsaeltons in +he per trao.aucimn amounts set forth in Exhibit 2. Lodi shall pay
Contractor for those transections within thirty (30) days of Lodi's receipt of an invoice, Except as provided in Section
IV,A.1, the ioluI fees for thetransncliuns slialt not exceed Six Thousand, Five Hundred Elghty-One Dollars and 60/100
Cents ($6,581.60) per Term year ("Annual Amount"). The Transaction fees set forth in Exhlbll 4 during Ilio Tenn in
an amount nol-to-uxcead the Consumer Price Index (CI11) for all Urban Consumer for San Francisco -Oakland -Sort
Jose, California Aron, All Items (1982.84100). The base for the CPI shall be the most recent twelve month period
subject to it 3% cap.
3. II is understood by and agreed between the Panics to this Agreement that full and complete payment Ibr the Solution,
the Implementation Services, and the Support Services shall not exceed lite Implementation Fee for the first year of
the Term and the Annual Amount for each year of the Term Ihereatler,
Clt!ma' rl er. The Fire Chief or designee Is authorized to approve add Ili onaI expenditures not to exceed Ten Percent
(109/a) of llte Implementation Fee or Annual Amount I'or Extra Work not Included in the Exhibits,
I, Contractor or Lodl may initiate a request for Extra Work through a written request called a Change Order
Request. The other Party shall review and npprove or reject the Change Order Request in a timely manner. After
Initial approval ofany Change Order Request, the Fire Chief or designee shall review all Change Order Requests,
and, so long as the Fire Chlefor designee determines in his sole discretion that the Change Order Requests mecls
lite requirements of this Section IV,13., the Fire Chief or designee shall approve It and issue a Change Order for
the Extra Work,
In no event shall Contractor render Extra Work beyond the Solution set forth in the Exhibits without lite prior
written authorization of the Fire Chief or designee.
All 41ra Work approved in writing by the Fire Chief or designee shall be billed at either the rates set forth in
Exhibit 2 or al a fixed price, al Lodi's sole discretion. If billed at a foxed price, Contractor shall provide Lodi
with general description ofthe Extra Work to he performed with it proposed price, At such time as the Fire Chief
or designee has approved the Extra Work, has agreed to a fixed price for Ilia Extra Work, and lies notified
Contractor of such approval and agreement in writing, Contractor shall perlbrm the Extra Work.
Except for the authority granted the Fire Chief In this Section, no additional Extra Work beyond that allowed
heroin shall he rendered by Contractor unless such Extra Work is first approved by written amendment to this
Agreement,
S, As used heroin, "Exam Work" means tiny work that is determined by Fire Chlef w be neces ury for ilia proper
completion oftke Project, but which is not Included within the Uhibits and which Nee Parties did not reasonably
anticipate would be necessary nt Ilia execution of this Agreement,
C. In addition to the authority granted by Section IV,B. above, Ilia Flre Chiefor dosignee is attlhorized to approve additlnnal
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 c4nctlannllly conslllule Cost Neutral Extra Work. if deslgnaled
by Fire Chief, lite Project Manager may approve Cost -Neutral Extra Work in accordance with the requirements of this
Section I V.C. Notwithstanding the Ittreheing. this paragraph dues not require approvnl by Lodi for Contractor to add
new functionality to the ContreclorTedmalogy as is generally available to iheircusiomers.
I. Conlreclor or Lodi may initiate a request I'or Cosi-Neutral Extra Work through a written request called a Change
Order Rcquc it, The other forty shall rcv:cw and approve or reject the Change Cr&r Reclool In o timely m,7nncr.
After initial approval of any Change Order Request, the Fire Chief or designee shu11 review lite Citnngc Ofdcr
Request, and, so long as Ihu Fire Chief or designee determines In his sole discretion that the Change Order
Request mcels the requirements of this Section IV,C, ilio Fire Chief or designee shall approve it and issue a
Change Order for ilia Cusl-Neutral Extra Work.
2. In no event shall Contractor render Cost -Neutral Extra Work beyond the scope of this Agreement without the
written aulhorizsllun of the Fire Chiefor designee,
3. Except for the authority granted the Fire Chlef in (his Section, no additional Fara Work beyond the scope of this
Agreement shall he rendered by Contractor unless such Cost -Neutral Extra Work is first approved by written
amendment to this Agreement.
4. As used herein, "Cost-Ncutrol Extra Work" means any additional or modified services or f inctionelity that is
determined by the Fire Chiefor designee to he necessary for the proper completion of ilia Project, but which (1)
is not included within tite Exhibits; (2) does not impact the Implementation Fee or Annual Amount; and (3) Ilio
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 lite close ofany fiscal year of Lodi, which fiscal year
ends an June 30 of each year, shall be subject to budget approval providing for or covering such Agreement items as an
expenditure in said budge(. Lodi does not represent that said budget item will be actually adopted, said datemtinalion
being lite determination of Lodi's City Council at the time of lite adoption of Iha budget heroin. No penalty shall accrue
to Ladi in the event this provision shall he exercised. Should lennhumion be accomplished in accordance with this
Section, a settlement shall be negotiated by the Parties based nn items delivered, services provided, monies paid and
monies duo.
PRO.fECT MANAGEMENT
A. Contractor shall designate n 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
Dale of this Agreement. The foregoing Project Manager shall be responsible during rite Terra of this Agreement fur
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 outhorization of the Fire Chief or ilia
Pruject Manager,
It, Any personnel or sob -contractor, if any, who fail or refuse to perfarm the Implementation Services in it manner
acceptable to Lodi, or who tiro determined by the Fire Chief at designee, in its reasonable sole discretion, to be
uncooperative, incompetent, It threat (o the adequate or timely completion of the Project, or u threat to the safely of
persons or property, shall be promptly removed from the Project by Contractor at the request of Lodi. 'flus removed
individual shall be promptly replaced by Contractor. Contractor agrees Ilial any removal of its personnel or sub.
conlraclor shn11 nal excuse Conlraclor from The timely perform once ai'Ihe Implementation Sery lees. Contractor warrents
that it will continuously iUrnish the accessary personnel to complete Ilia Implementation Services ort it timely basis as
required by this Agreement.
C. Contractor Project Manager may mi( be changed by Cnnlracior without the express written authorization of (he Fire
Chia f or dcs ignea. At a mini mum, Contractor shall notify Lodi, in writing, thirty (30) days prior to ilia date of the desired
substitutlum
Notwithstanding the foregoing, Contractor shall have the right to remove or reussign personnel upon notice to Lodi if
such removal or rcosslgnment is required duo to tcnninalion ol'employment, death, or extended illness,
VI. ADMINISTRATION
This Agreement will be administered by the Ludi. The following cmplayeas of the Lodi Fire Department shall be
authorized to take the following actions pursuant to this Agreement;
A. The Lodi Fico Chief is authorized In tike any action on behoifof Lodi ns set forth lierein in this Agreement, including,
but not limited to termination of the Agmernenl in accordance with Section XI of this Agreement.
B. Ron Penix, Battalion Chief Is to be file 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 (if all work and services performed by Conlractor under this Agreement and approved Cost-Neulral Extra
Work, The Pmjccl Manager shall not be authorized to approve Extra Work, change billing rates, or torminale this
Agreement,
VII. OWNERSHIP; LICENSE
A. Owttenitin. Contractor shall have and retain sole and exclusive ownership of all right, title and interest in and to lite
Salulion, the Contractor Technology, Including ownership ofall trade secrets and copyrights pertaining thereto, subject
only to the license rights and privileges expressly granted to the Lodi herein. Lodi agrees that Contraclor shall have
sole ownership of all derivative works and modlllcallons made to the Solution, the Contractor Technology, regardless
of whether such modiftcutions are made by Contractor alone.
B. Licaase, In consideration ol'Lodi's payment of amounts sat forth in Section IV, Conlrector grants to Lodi a nonexclusive
and nontransferable fight and license to use Iltc Snlulion, the Conimclor Technok►gy and the Third ilrsny Pla form solely
for Lodi's inlcn'lal business purposes in RccordancC with the provi4ions In IhIs Agrcemcnt for the [hrfmlion of the Tenn,
Lodi agrt:cs that it will not sell, assign, transfer, disclose, sublicense, or otherwise make the Solution, Contractor
Technology land the Third Party Plalfurm available to others without ilia prior written consent ofconlraclor. Lodi shall
slot create derivative works of the Solution, Contractor Technology and the Third Party Platfoml, meaning that lite Lodi
shall nut create any sollware or other works that are bused upon the Contractor Technology and the Third Party Platform
ar recusl, Ira isfimn or adapt the Solution the Contractor Technniegy rind the Third Party Ptatfarm in any manner. Cxrarr
as atrthurized by this Agreement. Lodi shall not disassLmble, 6,wriihile or "reverse englacer" the Solution, Conn ractur
Tecltnningy noel ilio Third Party I'ladlarm far any purpose, All rights not expressly granted to Lodi are reserved by
Contractor and its licensors.
Vill, SUPPORT SERVICES
Frmm the Effaclive Dale, Cunimctor shall prtsvido Suppan Services as port of its annual maintenance fees, in accordnnco with
Izxhihils 1, 3, and 4, Contractor shallprovide releases to Lodi ns partol'Support Servlces; provident [lint Lodi I$ umler contract
for annual maintenance of the solution.
IX. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY
A. EXCEPT AS OTHERWISE IN Tills AGREEMENT, CONTRACTOR TECHNOLOGY AND THIRD PARTY
PLATFORM, THE IMPLEMENTATION SERVICES, THE SUPPORT SERVICES AND THE SOLUTION IS
PROVIDED WITIIOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTY OF MERCIIANT'ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL,
OTHER WARRANTIES ARE IIEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW BY CONTRACTOR AND ITS LICENSORS AND PAYMENT PROCESSORS.
CONTRACTOR AND ITS LICENSORS AND PAYMENTPROCESSORS DO NOT REPRESENT OR WARRANT
THAT (A) THE USE OF THE CONTRACTOR TGCTINOLOGY AND THIRD PARTY PLATFORM WILL Be
UNINTERRUP'T'ED OR ERROR -FREE, OR OPERATE IN COMBINA'T'ION WITH ANY OTIICR IIARDWARE,
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
'1'111RD PARTY PLATFORM WILL MEET REQUIREMENTS WITH RESPECT 'f0 SIZE OR VOLUME. The
Contractor
Technology and Third Party Platform may be subject to limitations, delays, and other problems Inherent In lite use of
the inlernet 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 ini4rtnetion In gain access to Contractor Technology or Third Party Platform and that Biller's billing
informatlon Is correct,
Contractor represents and warrents that any lhird•pnny licensors have authorized Contractor to grant licenses or sub•
licenses to use their products, including but not limited to the Third Pnrly Plairorm, for use In Contractor's perinrmance
oF11te Solution and Lodi's use in connection therewith.
C. UNDER NO CIRCUMS'T'ANCES SHALL CON TRACTOR BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT,
CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGESOF ANY KIND INCLUDING, BUTNOTLIMITED
-1'0, DAMAGES FOR LOSS OI, PROFITS, WORK S'T'OPPAGE, SYSTEM FAILURE OR MALFUNCTION, LOSS
OF DATA OR ANY OTHER DAMAGES OR LASSES IN CONNECTION WIT11'fME USE OF CONTRACTOR
TECHNOLOGY OR 'THIRD PARTY PLATFORM, EVEN IF CONTRACTOR HAS BEEN ADVISED OF '1'116
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 lire extent permitted by applicable law, except for (a) damages far bodily injury or damage to real or tangible personal
property, or loss or theft of money I'or which consultaril Is liable, and (b) Contractor obligations under Section IX,G
below, Section 1X.H below, mid Sections XIII and XXV, Ludi's right to recover damages from Contractor In connection
with this Agreement, whether such damages are direct or indirect, in contract or in tori, for breach of warranties, failure
to perform, Infringement of inlclleclunl property rights, loss ol'prolils, special, incidental or other consequential damages
arising from Contractor's performance (or failure of performance) under this Agreement shall not exceed the Iola) value
of fees peyabia by Lodi to Contractor fur the Solution. Nothing in this paragraph shall be cvmtrued as creating a right
on the part of Lodi to receive any Indira:,, special, Incidental or consequcnliol damages, except to the uxlcns strep
damages are expressly mandated by statuia,
G, In the event there is it third puny claim alleging that Lodi's use of the Contractor Technology or'I'hird Party Platform
in accordance with this Agreement constitutes an infringement of a Uniled 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 thal I-ndi promptly noliI!n Conlrai:lor of any such claim or proceeding and shall
give Contrucrur full and complete authority, informatinm,
and assistance to defend such claim or proceeding. Contractor shall have sole control of the dofonse of any claim or
proceeding and all negotiations for its compromise or settlement, provided that Conlroclar shall consult with LFD
regarding any settlement of llte clolnt.
1-1. Contractor represents, warrants, and covenants than (1) It has and will have oil rights, titles, license, and intellectual
properly parmIsslnns, and approvals noccssary In connection wi1h its performance under this Agreement mid to gram
LF0 ilia rights heraiinder; (2) none of the Contractor Technology or Third Party Pietfarrt do or wlII infringe, violate,
Irespus.4Or in any ntannercoal ravent: orbreact I any pnt4:n1, copyright, trademark, Iloan sa, or other properly or propriclary
right or constltule the anautharizcd use or misappropriations of any trade sceret of any third party. In the event that the
Contractor Technolugy or Third Party Platform is Finally hold 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 Contracloes election: (1) procure for the LFD
the right to confine use of the Conlraclur Technology or Third Party Piet form; or (2) modfly or replace Contractor
Technology or Third Party Platform so that 11 becomes nun -infringing,
I, The foregoing stales Contractor's entire liability, and lite Lodi's exclusive remedy, with respect to any claims of
Infringement of any copyright, patent, trade secret, or other property interest rights relating to Contraclor'fechnology,
or any part thereof, or use thereof,
X. CON FIDENTIALITYIDATA PROTECTION
A. Contractor and Lodi shall each hold ilia other's Confidentinl Information in confidence. For avoidance of doubt,
Conlraclur' Confidential Information shall include Contractor's subcontractors' Confidential Information. Neither Party
shall make lite other's Confidential Information available in any funn to any third party or use the other's Conf idendal
Information for any purpose other than as specilied In this Agreement. The Party providing Conridenlial Information
("Disclosing Party") to The other Party ("Receiving Party") shall remain tho sole owner of such information. Nothing
contained In this Agreement shall be construed as granting or conferring amy right or license in ilia Confidential
Infurmalion or in any patents, software or tither 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 al' the following; (1)
informalion already in possession nf, or already known to, the Receiving Party as of the Ellective Dale; (2) information
in the puha is domain at the time of the disclosure, ar which, aller such disclosure, enters into Tho public domain through
nu breach of this Agreemem by ilia Itaceiving Party or Its Rapresenlalive(s); (7) Infermadoa lawfully Rtm4cd or
disclosed to Ilio Receiving Pany by a iron -party to this Agreement without any obligation ofconfidentiallty and through
no breach of this Agreement by the Receiving Party or its Represenialive(s); (4) informatian independently developed
by either Party without use of any Confidential Information; or (5) information authorized in writing by the Disclosing
Party to be released front the confidentiality obligations herein,
B. T1119 Agreement drics notdiminisli, revoke Grsupersede any existing confident in Illy, non -disclosure or similar agrtuwe-m
haiween ilio Pnnies. 'rho obligations oflhe Ponies set forth in III isSection are in addition to the obligalions of the vwticy
set forth in any existing confidentiality, nott-dlsclosure or similar agreamenl or otherwise arishig under ,3pplicable law,
In the event that this 5ectlon Is lir conflict %with any provision of an existing agreement covering confldentlaIlly or non-
disclosure obligations. The provision that provides stronger protection to the Disclosing Party shall govem.
C. The Receiving Party will treat all Confidential Information, no mailer written, electronic, or oral, as confidenTlal and
proprietary, and the Receiving Party shall only use the Information for Lodi -authorised Project uses. As such, the
Receiving Party shall hold in confidence the Confidential Information, and ensure that the Confidential Information Is
not disctosed to nny other person or entity, except as expressly permitted by this Agreement, Receiving Patty shall not
disclose Cnitildential Information received under this Agreement to any person alter Ilion its Representatives who
require knuwledgo of the Cnnfidunllat Information in furtherance of Lodi-aulhnrizod Project tiles. The Receiving Parry
shall Inform Tis Representatives of the confidcnllol nature of the Confidential Information and advise such
Ruprescniatives of the limltalinns on file 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
Rcpresenlatives. Neither Contractor air its Representatives shall use the ConFidential information for a,+y commercial
purpose,
D. If lite Receiving Parly becooies legally compelled (by oral questions, Interrogatories, request for infurmalion or
ducumenls, subpoena, civil investigative demand, or similar process) to disclose tiny Confidential Inforinalion, the
Receiving Party will provide the Disclosing Party with prompt written notice so that the Disclosing Party rally seek n
protective order or other appropriate rcasedy, or waive compliance wish the provisions of this Agreement. 5o long lis it
Is consistent with applicable law, Ilia Receiving Party will not oppose action by, and the Receiving ['arty will cooperate
with, the Disclosing Party, at fire Disclosing Party's sole wsl and expense, to obtain an appropriate protective order or
triter rclhthlc assurenec th:ticnnfidcnlial troalment will be accorded ilia Confidential Informntiun. if the Diselnsing Pony
tolls to obtain such protective order or other remedy, or irthe 0%a10s1ng Party waives compI[anet with the require Inc nus
ofthe preceding sentence, lite ReccivIng Pany wilt dlsciosa only 111nl Con fidantinI Information Ihat it Is legally rcriiIIrcit
to disclose, and will exerelsa t:Urnmerc141ly reasenable.aMons, al WSOIGsIng Parly'sexp arise. to abiain reliable aS$umlice
that cun{ideutiol treatment will be accorded lire Confidential Information so disclosed,
E . In ilia evout Ilia Receiving Party discloses, disseminates or releases any Confidential Information, except as expressly
perinined by this Agreement, such disclosure, dissemination or release will be deemed a material breach of this
Agreement and lite Disclosing Party may demand prompt return of all Confidential Inrormslion previously provided to
the Receiving Party. As soon as the Receiving Party becomes aware that II has made an unauthorized disclosure of
Confidential Information, lite Receiving party shall take any and all necessary actions to recover the improperly
disclosed Canfldantlut Informatioli and immcdialely nofily Disclosing forty regarding lite nature of the unaulhorized
disclosure and thu corrective measures being taken. Eacll Party agrees that any branch of theirconftdantialhy abligalions
could cause ineptimble harm to the other Party, lite amount of which tirnuld be extremely difiictill to eslimale.
Accordingly, it is understood and agreed that nioneiary damages would not be it sufficient remedy for any material
hreach ofihie Agreontenl and that specific performance and injunctive relief in midifinrl In monetary damages shall be
appropriate remedies for any breach or any Threat of such branch. The provisions of tills Paragraph arc in nddhion to
any other legal rights tar remedies this Receiving Pony may have under federal or slate law.
11. Contractor acknowledges that although Lodi will endeavor to include in the Confidenlial Information those materials
Ihnt ore believed to he reliable and relevant, Lodi makes no representation or worronly as to lite accuracy orcomplowness
of The Confidential Information, Contractor agrees that neither Lodi nor its Representatives shall have any liability to
Contractor or its representatives for use ofthe Confidential information.
G. Contractor agrees to provide Lodi with copies ofall dale, 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
Conftdeatinl Informallon, including till origintds, copies, translations, transcriptions or any otlicr farm of said mnrcrial,
without retoining any copy or duplicate drcreof. Contractor shall certify in writing the deslraCllf)n of the Confidr.111lai
Intbrmaiion. To the extent permitted by law, and if oulliorlced in writing by (lie Contractor, Lodi shall promptly destroy
any and all electronic and hardcopy versions of the Contractor Confidential Information, as well as any decuments
consisting of excerpts or portions at* the Confidentlol Informallon. Lodi shall caring in writing the destruction of Ilse
Confidential Information. Lodi may perform an audit ofContrnclor's records to confirm the return or destruction ofthe
Confidential Information at Contractor's sole cost and expense, Lodi shall have (hill audit right for three (3) years alter
the termination ofthis Agreement.
No later than thirty (30) days prior to the expiration or lcnnimdion of this Agreement, Contractor shall provide Lodi all
customer bank nccouni and credit card information. Notwithstanding Section X.H. above, Lodi may retain these records
for its use after this Agreement larmloalos or expires,
J. Contractor may allow its Representatives who are subcontractors or subconsul(ams to access Lodi's Confidentlal
Information solely as necessary far Cuntractur to perform ilia Services under this Agreement and for no other purpose
whatsoever; provided, those Representatives execute a confidentiality agreement offering proloctions substaotlally
similar tothose contained in this Agrecmem.
K. Contraclor shall implement and maintain technical and organizational measures to pro(eel Lodes Confidentinl
Information against accidental or unlawful destruction, loss, alteration, unauthorized disclosure OF access as described
In accordance with the highest industry standard aad applicable law. Contractor shall adopt
and maintain throughout the 'term such security measures to encrypt City's Customer Dain and other Confidential
informotion of Lodi; to help answro ongoing conffdcntlalfty, Integrity, availability and resilience arlhc Services; to lielp
restore timuly access to Lotti Confidentlal Information following an incident; and I& regular testing oraffeciivencss.
Contractor shall update or modify its data security measures ti'om dine to time provided that such updates and
modifications do nor result in the degradationof 0►e overall security of il►c Services. Contractor shall ensure compliance
with its data sacnriiy measures described herein by its Representatives to the extent applicable to their scope of
porinrmance. Without ihn(ting Lodi's remedies and nolwithstanding anything to Ilia conlrary In this Agreement,
Con►rec(or shall Immedlelely invemignto and rcmodiaie any accidental or unlawful destruction, loss, alteration,
unaulhorirxd disclosure or access of Lodi's Confidential Information and lake such actions as required by Lodi in
connection therewith.
J. This Section shall survive the expiration or earlier Icm►ination of this Agreement.
KI. TERMINATION, CANCELLATION OR MODIFICATION
A. This Agreement shall automatically terminale, 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 ilia
Contractor- Technningy and tha Third Party Plal lbrm and fails to cure such breach upon notice pursuant to Section XI,B
below.
13. 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 -Other Party is in material breach of any of the terms and conditions of il►Is 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 nntice 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 aslimatc
of ilia Iitne needed to cure such breach, sholl commence to cure such branch within ten (10) days of notice ftm the
aggrieved party and shall diligently continue to prosecute such cure to completion. If ilia breaching party fails to cure,
commence to cure In a barely manner, or diligently promcule sucl► cure to completion, ilia aggrieved party, at its option,
shall be entitled to terminate this Agreement or suspend its performance under tate Agreement for as long as the breach
remains uncorrected, and avall Itself of any and all rentedies available under this Agreement, In addition to ilia
foregoing, Lodi, at Its option, shell be entitled to terminale (his Agreement in the event of Contractor's (I) 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 ilia benefit of creditors; (3) being adjudged bankrupt; (4) filing it volunlnry
petition or suffering on Involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law
(unless in the case of an involuntary petition, the some is dismissed within thirty (30) days of such riling); or (5) suffering
or permitting to continue un -stayed and In effect for lifieen (15) consecutive days any attachment, levy, execution or
seizure of al I or a subsiontial portion of conimclor's assets or of Conimclor'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, Ilia Parties shall have no rurther rights hereunder, except that Contractor
shall be paid for those unpaid Deliverables that have received Acceptance prior to lermination, 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 Conlraclor
Technology, and Lodi will only be obligated to pay the balance due on Lodi's account when Lodi Is not ilia defaulting
party. Any balance owing to Contractor shall be computed in accordance with Section Iv orthis Agreement,
XII. SEVERABILITV
In the event that a court of competent jurisdiction holds that o particular provision or requirement of this Agreement is in
violalien or any applicable law, each such provision or requirement shall be e41fnrecd only to the exieni it Is not in violation of
such law ark not olltierwisu unenforceable and all outer provisions and fequirumcals of this Agreenieut 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 coals, 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 olllclals, officers, employees, agents, and reprasentalives from and against any and all claims,
losses, damages, defense coals, 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 wark, 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 Indemni 1101ioi} pruvidOn (i) shall be in effect without regard to whether or
not Lodi, Cnwrnclor, or any other person waininirts, or Iblls 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 (told Contractor, its licensors and Contractor's, subsidiaries, affiliates, officers, directors,
employees, aliorneys, agents, and puymeitt pructmurs harmless from and against any and all claims, costs,
da urges, losses, liabilliles and expcmes (inctuding allumoys' Pecs and coals) arising out of or in connectlan with
any claim, cause of action, lawsuit, administrative or criminal investigation, charge, action or claim alleging: (t) that
41st of the customer dale infringes the rights are third party; (il) a violation by Lodi ons represeniations and
warranties, or the breach by l.wl or Lodi's users of this Agreement including without limilution incomplote or
inaccurate transaction data; or (Iii) relating directly or indirectly to Lodi's ur Its authorized users' use of the
Solution.
XIV, INSURANCE
I+%siil�ce Reilsrirenieuty_fur_If 1' r •r'lce
Contractor shag procure and maintain for the duration of the contract Insufamce agalnel claims for Injuries to paruone or
damages to properly which may arise from or In connecilon wllh the performenco of the work hareuride►and the raau]Is of that
work by the Contractor, his agents, re preaanlatives, employees or subcontradors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shag be sl least as broad as:
I CommsrclalGeneralllablllty(CGL): Insurance ServIces0fliceForm 000001covering CGLonan"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 IImil applies, either the general aggregate limit shall apply separately to this
projeaUlocation (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence Ilmll.
2 Automobile tlabllhy: ISO Form Number CA 00 Ol covering any auto or If Contractor hes no owned autos, then hired, and non• owned
autos with limit no lessthan $1,000,000 per accident for bodily Injury and property denials.
3 Workers' Compensaklont as required bythe State of Callfornla, with statutory Limits, and Employers Liability insurance with limit of no
less than $1,000,000 per accident (or bodily Injury ordlsease,
4• Technology Professional Lteblllty iErrors and Ornhslonsl 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 suilklently 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
Inlormation, extortion and network security. The policy shall provide cove rage for breach response casts as well as regulatory lines and
penalties as well as credit monitoring expenses with limits sufficlent to respond to these obligations,
(}cher Iq3yrAjigj Proylatom
(a) 9i[�E!tl!JsleSllatudasl�[aluk
The City of Lodi. Its elected and appointed boards, commissionp, officers, agents, amplaysea, and volunteers are to be
covered as additional Ineumds on the CGL and Sulo policy with tea pact to Itabit lty 0rising out of work or 0parat tona portormad
byaran boat arIha Contrscior Including male iiale, parts, arequIpmenifurWish ad In connection with ouch work oropetalloaa,
amoral 00WRly coverage can be provided in Iha rearm of stn endorse mall! I the Canlrecto I's Insurance (al least I broad as
ISO Form CG 2 10 1185 ortlnot available. Ihtough the addilioa of bath CG 20 10, CG 20 28, Cie 20 33, or CG 20 3a; iligg
CG 20 37 If a later edition is used
(b) t!lkltatY.a i• a ltr1441wVU1wtmirxrni4;LSr111.R1it
The Ifmils of Insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance.
For any claims related to chis contrat:l, Iha Conlraclor's Insurance coverage alall be primary coverage at lea at as bread as
ISO CG 20 01114 13 Be raspsas the Entity, Its afficem, ometols, employees, and volunteers. Any Insurance or self insumnca
msintalned by the Entity, Its officers, aMcIals, employees, or volunteers shall be excess of the Contractors Insurance and shall
not con IdbLRD w}th Il.
(c) pv_cftr mf luny, .Contractor herebyamnts to City of WdIa waiver of any right to subrogatlan which 4 n lnsurerof 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 waivar of subrogation, but this provision applies regardless of whether or not the CRy of
Lodi has recelved a waiver of subrogstian endorsement from the Insurer
NOTE: (1) The street address or the CITY DE LODI must be shown olong wllh (a) and (b) and (c) above: 221 West PIne Sireel,
Lodi, Celiromis, 06240; (2) The insurance certificate must slot*, an its fees or as an endorsoment a deactIpilon of Ills gERW
that it Isinsuring,
(d) $eVefablllly ni 1P4tvgi'si.i'I,uist
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) NaIIcI14�44�6k�aSru3rstL4fLfrkllfA4e�4ras lortarTsent
This policy may not be canceled nor the coverage radtsced by the eompanywithoul 30 days' peter wrikan notice of ouch
cancellation or reduction In coverage to On Risk Manager, Coy of Lodl, 221 West fine Sl., Lodl. CA 96240.
(Q �!�Ilrtivl.tY.4f�RY�±tilts,
All pakeies shall be in effscl on or before the Brat day of the Teml of Ihis Agreement. At least Ihilly (30) days prior 10 The exp irallon
of each inaufence policy, Con0actar shall furnish a card Ocafe(e) showing that a new or ext anded policy has boon obtained
which ineels the minimum requiremenis of thle Agreement. Contractor shall provide proof olconllnuing inaumnes onatieaat
an annual bails during the Term, If Contractor's Insurance tepees or is disconllnuod for any renew, Contr&ctgr ahsif
Immedlot aty n 0111 the City and Immedtaleiyabtaln replacement ins urn nce. ConlrscIar agrees and allpulates that any Insurance
coverage provided to the City of Lodi 9hoJ1 provide for a claims period following lerminstlon of coverage which Is at least
consistent wllh Iha Balms pod ad or eta Mea of limitations found Inihe Collier his Tort Claims Act (CelAbmia Cavern maill Code
Socllon 810 at seq.),
(a) r�I!u!ss1t._Gsrnuilr
If Conlraclur falls or refuses to obtain and mulnlain 0w rociulted Jneuranee, or falls to pfevido proof of coverage, iho Clty may
abletnthatnauranm, Contractor ahalltaimburao the City for Premiums pald. with Inictest on the premkirn paid by the Clly at the
maximum aRawabla Iagal rate Ihen In affect In Ca 11fornia. Tha Clly shall notify Con Ira ctorof such payment of promtume within
thirty (30) days of payment slating ft amount paid, ft names) or tha Insurer(&), and nate of Interest. Contractor @hall pay
such reimbursement and interest on the first (tat) day of the month fol]owing The City's notice. Nohvllhalsnding any oifatir
pro vlslon of IhIs AUreamenl. if Conti ad or falls of fefunee la ch! alit c mal nialn In%rance as raqulred by thle agraernalit , or
fax& to provide proof of Insurnncs, the City may terminale Ihia Agreement upon such branch. Upon such W"nalien,
Conkactorthell immedlawy cease use of the SIN or faclllilse and CAnirtierica and diligently pursue the removal of any and all
of Its personal properly from the sft or fecgNlea,
(h) V�U+f(fi.7.Ltun gf 0ver,l1e
Consulfanl shall fumish the City with a copy of the policy deciarallon and endorsement page(s), original cerllficaies and
&mandatory andursemania arcapiar, of the appilcoble policy language offs riing 00veto ga required by this clause. All
cer1lkstes and endareemanIn aro Io be received and approved by the City berora war commerice &, Howaver, fa Rum to
10
obIaIn the reyuIred documents prior to the work beginning shall not we Iva the Canflu 11anI'%Wig alton to pravlda Ihain. The
Clly re BeNO6 the right in requuacomplste, cedlN6 coplee al all raqu}red insurance po9clea, inc luding endorsements
requlred by (hose spaaflcallona, at arty time. Failure to exotolso thle right entail not constitute a waiver of the City's
right to rxercla+ after the effective date,
(1) SeILIDiIF[apl341t[[ttla!!t
Self-insured releallons must be declared to and approved by the City. The City may require the Consultant to provide proof of
ablllly Io pay losses and related Invnallgatlons, clolm administration, and defense expenses vAlhin Me relanllon. iho polity
language shall provide, or be endorsed to provide, that the aelf•Insured retenllan may be tselfeted by either lho named Insured
or City.
U) lurrutancs �lnlllt
The limIIa of Insurance dosedhed hemfn shall not WWI the Ito bIli lyof the Conlroctor and Con Iracloevofficers. employe as, Agents,
representatives or aubconiratio rs. ConlraCtar's oblfgatfon to defend, Indemnify and hold the City and Ito officers, officials,
employees, sgerils and volunteers harniteaa under the provisluna of thin paragraph is nut Ifmlied la or reslilded by any
roqulremenl In the Agraomnot for Contractor to procure and nialntaIrr a policy ❑flnsulance.
(k) 5111litiatMMU
COMA"Hant $11011 raqulre and verily that all subcontractors maintain insurance maating Fill the requirements slated herein,
and Conaullanl shall ensure that City Is an additional Insured on Insurance required from subconlraclore
(1) �lall>�s tbatics'_allclsf
If any of the raqui(ed policioa provide muerage on aclulma-made basis:
1, The ftet(oact IVa Dalu must be shown and must be befnre the dare o Ihr contractor the brginningof contractwork,
2, Insurance most be maintained and evidence of Insurance must be provided for stleast five 15) Veers after completion of the contract
of work,
3. It coverage Is canceled or non -renewed, and not replaced with another claims -made policy form with a aetroncilue Date prior to the
contract effective date, the Consultant must purchase "extended reportiry" coverage for tr minimum of five 151 years after completion
of contract work.
(m1 i7vaN[tadlnsurar{}I
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 Gulde, 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 JLESLI list) and otherwise meet City requirements
XV. NOTICES; PARTY REPRESENTATIVES
All notices, demands or other wrilinbs to be made;, given or sent lieruufidt-r, or which may be so given or made or sant by eithor
Lodi or Contractor to the other shall be deemed io Wpvt! 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.- co -m -f vr;
Reporting Systems, Inc,, DDA Emergency Reporting
2200 Rimland Drive, #305
Bellingham, Washington 98226
lfjo-UWL
LODI City Clark
City of. Lodi
210 W Elm Si
Lodi, Celifarnia 95240
PAX No, (209) 333-6844
Wilh, pies o;
I'irc Chief
Lodi Fire Department
210 W Elm St
Lodi, California 95240
The Fire Chief nr designee shnfl act as reprosematives of Ilse Lodi. and Clic Project Manager shall ao ,is represeairstive of
Coolrnclar will; respect to this Agreement, 7itesr. persons stall have the aulhnrliy to Irnnsmlt insln{ctions, receive iofarmmlino,
interpret and dolinc pollcics mid make dccisinos with respect ler ilia I'mitcl. Additional and sobsiftoia repreuntntives of
Contractor and the Lodi may be addcd by written nattec of one party to the other.
XVI, COVERING LAW; JURISDICTION; VENUE
This Agreement 811111 be governed by the laws of lite Stale of Calil'ornin, without giving affect to the principles of cnn€licts of
laws. Each Party crntsonts to exclusive jurisdiction and venue In the slate ulsd tedcral conrtt sitting in San Joaquin County,
California. Mick Maly wHives all delenscs of lock of perianal jurisdiction End fol illrr non-couveniGnr,
XVII. ENTIRE AGRECMENT
This Agreement and the Exhibits herein 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 hinding. No prior agreement, undcrslmnding or representnlimt pennining to any such matter,lt;tll he encdive for uny
purpose. Sections VII, IX and X111 through XXXV and Ihnsc scoking which by their terms survive wrtairiniran of (Ills
Agreement.
XVIII. BINDING EFFECT
This Agreement shall he binding upon and inure to ilia benefit of Contractor and Lodi and their permitted successors end
assigns,
XIX. PROGRESS
Contractor is responsible for keeping the Project Manager informed on a regular basis regariling ilio shills and progress of the
flcliverdblcs, sctiVltles performed and planned, and any meetings that have been scltccluled or are dasircd.
XX. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
The Parlios recnbolre Ilmi a suhsiontiat inducement to Lodi t'nr enierlrtg isoo Ibis Agrecniani is ilia profcssiunnl repulatlon,
experience slid cernpc€+ince of C:onlractnr. Neither lite whole nor ally interest in, not, any of the righi9 or privileges grained
under Ibis Agr¢emem alrnll be assigned. Iransfenred or encumbered in any way withoul the prior wrlrtcn cnnaent of l.ortl. Any
such puriportcd assignment, Ironsfu, cncunrIll arice, pledge, sub- use, or perinIssion givan wIthout such cnnsanI ahull he void as
to Lodi. If I.odI approves on assignment cr Iransrer. Ihis Agreement and the covenants and condidnns contained herein shnII
lac binding, upon and iourc to the henelit of and scroll apply to the permitted successors and assigns of Contractor.
NoWillrslunding The foregoing, either Party may assign this Agraorrew io its successor, without the olher party's consanl, in
The event ol'n sale Ofsuhstantially all of its assets or in the event of a merger purstutnl io which substantially all of (is asst:Ts
are transferred to the surviving enlity, as long as said successor assumes all liabilities and obligations hereunder,
XXI, SUBCONTRACTING
Except for (hose subcontractors set forth in Ilse Sinlemml of Weak, Ir any, C'oalfwaor shell nai subcuntrect any poniarr of Ilse
work t a hr, perfornred under Ihis Agreerneni widtout the prior writlert auIIiurixuIiun of Lodi. Conlractor sl lot be fully
rusponsibto to Lodi for all aces and omissions of any AIll) ravcd lot) Cnlllfile lor. Ntill r(it g in Ihis Agrmeire ril shell create any
conlractunl rcialinnship between Lodi and subcorm aoor nor Shull II create Lilly ❑hligullan on the part of Lodi to pay or to see
Io the payraatrt ol'arry monies slue to say such suhconlractur other than as otherwise required by law, Lodi Is an intended
12
beneficiary of any work performed by any subcontractor for purposes of establish Ing a duly of care between the subcontractor
and Lodi pursuant to this Agreument.
XXII. USE AND OWNERSItII' OF DOCUMENTS AND DATA
A. Lodi shall fhrnish 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 Burnished by Lodi to Conlraclnr shall remain the property of Lodi and shall be returned
to Lodi upon terminitriun of this Agrt:csuenl, for uny reason. t:xccpl in the cost of the Sntullan, the Contractor
Terlmalogy, and the Third Patty Plutfitrni, a derivative work, improvement or modification thereof, in which case
ownership of such slinII be wills til. Cam ructor, all documents or material prepared or caused to be prelmred by
ConirHcinr, 1t9 ofiiccrs. enilOnyccs, ogenl'i jui subcontractor, spcciIII citlly for Lndi In IIty eaurSa of itnplei tieming this
Agreement, shall bccomc the exclttslve property of I odi, and Lodi shall have Ilse sole right to use such materials in
its discretion tvitisaut 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 Cortlrector for general use of its clients (in addition to Lodi) in the
wursc of perl'nmting the Solution, Iniplemcnlauurs Services, or Suppors Services and which art not the copyright of
any wh.r I'any or publicly nvaIlable, [lit:ludingcducaliunul rnarutill s. nny Solution, CatitructorTecimnlugy (inzIudIng
nil capics, inndifrcill iuns, and dCrivat 1W works IIIore(tf, by wltornever produced), due Third party Platform and any
other cnntpatcr npplit Htiuns, sloth continue to he die pruperly of Contractor or Third Party Provider, as applicable.
C, Ductunents and inalerial prepared by Controclor, pursuant to this Agreement, arc not Intended or represenled to be
anitablc for reuse by Lodi or ntlIcis on any miler prujeet. Any use of co nipIuied doettmerst1 for oil cr praj ccts surd tiny
use of Incomplete documents without specific written atrtharizalion from t;uniraclor will be ill Ladi's sole risk and
without liability to Conlruclor. Further, any and all liability arising out of changes made to the documents and
materiels under this Agreement by Lodi or persons otter 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 Ploject.rcfatcd documents will be maintained tneleclmnic versions and hard copies based on lAdi's requirements,
All final versinn dkrcurncnls will be dourly marked as the "i'tnal" version,
E. All documents, including drabs, preliminary drawings or plans, nates, keen, and cnrrsmunicalions prepared
specifically for the LFD that result from the Dollverables provided under [Iris ,Agtccment, illatl he kat+I confidential
by Conlraclor unless Lodi authorizes, in wriling, the release of said Information. Notwithstanding the lerminalion of
this Agreement, [his Section XXII shall survive the expiration or earlier termination of this Agreement,
Xxlll. RECORDS
A. Contractor shall keep records and invoices In connection with the work to be performed under this Agreement.
Contractor shall maintain complete end accurate records with respect to the costs incurred under this Agreement and
any services, expendllures and disbursetneals charged to Lodi, for a minimum period of three (3) years, or for any
Inngcr period required by law, from the dale of lintel payment In t`orurartur under this Agreement. All such reeords
and invoices shall be clearly identifiable. Contractor shall allow a representative of Lodi to exit mine, audit and snake
trtnsucipts or copies of ouch records and any usher tincutnents created, pursuant to this Agreement, during regular
hmisiass Imurs. Conlractor shall allow iuspL!dlon of all work, darn. Documents, proceedings and activilles reln[cd to
Clic Agreement for a period of Ilrree (3) years from Ilse dale of final payment to Conlraclnr under this Agreement.
B Nolwidislanding Section X and Section XXI11.A of this Agreement, Contractor shall store and maintain each
Solution customer payment transaction for a period of seven (1) 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 orany disputed sums until satisfaction of the dispute with respect to such payment,
Such withholding shall not he deemed to constitute a failure to pay according to elle terms of this Agreement, Contractor
shall not disconlinue 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 suras and his decision shall be final. Conlractor 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 dale
of withholding of any amounts found to have been Improperly withheld.
XXV. CONFLICTS OF INTEREST
Cunrractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act").
which (I ) requlras such persons to disclose any llnarn:iLrl interest that may foreseeably be materially affected by the work
performed under this Agreement: and (2) prohibits such persons from muking, or parlicipnting in making, decisions that will
foresconbly financially affect such interest.
If subject to the Act, Contractor shall conibrm to all requirements of the Act. Failure to do so constitutes a material breach
and is grounds Ibr immediate termination of thio Abieentew by Lodi. Contractor shall Indemnlfy and hold harmless Lodi
for any and all claims for damages resulting from Cmtlractor's violation of this Section,
XXVI. COMPLIANCE. WITH ALL LAWS
Contractor shall at Its own cost and expense comply with all statuses, ordinances, regulations and requirements of nil
govommcnial onlllies, including federal, slate, county or municipal, whether now in force or hereinsfler enacted. In addition,
all Deliverables perlirmted by Contractor shall confirm In applicable local, county, state and fedarni laws, rules, regulations
and permit requirements.
XXVII. WAIVER
A waiver by either Party of any breach, of any term, covennnt or condition contained herein shall not be deemed to be a
waiver of any subsequent breach of lire some or any other term, covennni or condition contained heroin, whether of the same
or a diflbrcnl character.
XXVI11. CONFLICTS OR INCONSISTENCIES
In the event there are any conllicis or inconsistencies between this Agreement and the Exhibits, or any other attachments
attached hereto, the terms of Ibis Agreement shall govem,
XXIX. INTERPRETATION
Each Party acknuwledgca that he/she/il has had the benefit of advice of competent legal counsel Willi respect to its decision
to enter this Agreement. The provisions of this Agreement shall he interpreted to give effect to their Ibir 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 in Lodi and Cmitraclor heroin shall be cumulative and are given without impairing any other rights given
Lodi or Contractor by statute or low 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.
XXXI1. NO THIRD PARTY BENEFICIARIES
The Parties Intend that neither rights our remedies be granted to any third party Its a beneficiary of this Agreement or of any
covenant, duly, obligation or undertuking established herein.
14
XXXI11. DISCRIMINATION
Caniructur ugrccs not to discriminate ngciinsl any Vergntt or class of persons by reason of sex, color, rocL, creed, refiglon,
martial STalwi, handicap, ancestry, national urigln or alher prohihiiad ha -,q],, in Its provision ofllle Solgliun, huplenlc,llfllion
Services, up Support Service& tir hiring of subcontractors or employees. To The extent this Agreement provides that
Contrnctor 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 ibis Agreunlcru on hehnlf of a s:ogwriliun, nnnprolil corporatir,n, parllership or ollter cmily or
organization, represents and warronis that he or slit is duly authorized to execute and deliver ibis Agreement on hehalt' of
such amity or orgaai2ltlion aril ilial this AWcemuor ie hiadiag upon lite +aIle in aeco rdancc with 119 terms. Contractnrslmll,
at Loch's request, deliver a cerlitied copy of ils governing hoard's resolution or certificate awfiurizing or avkltncing such
e►aa,[roll,
XXXV. EXHIBITS
The following Exhibits, attached hereto and incorporated herein by reference, form it part of this Agreomenl;
Exhibit I - 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 he controlling as to the rights, ditties, application, deftnillon, and
Interpretation as follows; (1) Agreement, (2) Exhibit I, (3) Exhibit 2, (4) Exhibit S, and (S) Exhibit 4.
ISIGNATURE ON HOLLOWING PAGEI
15
IN WITNESS WHEREOF, tho Partin amps and area to the Immo of this ASraamenL
LM
CITY OF LODI, a MORMpal co"rnklon
Dale: a�L�ol 19
ATTEST,
C y Cic
Date:
APPROVED AS TO FORM:
LODI CITY ATTORNEY
l-uFitCity Attamey {
uses
Ili
CONTRACTOR
RVORTINO SYMNS, INC.. DBA
gMgRGEAtCY RXPORTING, A WAIINIXYGN
CORPORATION
Dale: 1;'�. ;;Z✓ ov /
EXHIBIT 1
STATEMENT OF WORK
ATTACHED BEHIND THIS PAGE
17
City of Lodi Dire & Rescue Department
Statement of Work
October 22, 2018
City of Lodi Fire Deportment - Emergency neporting Statement of Wad
EMERGENCY
RIE PC RTING-
2200I111atfond Dr. Sufre 305 Bellingham, WA 98226
enrerp 0cyreport1ng.com (866) 773.7678
STATEMENT OF WORK - CONTENTS
INTRODUCTION S
GENERAL ASSUMPTIONS 3
PROJECT DELIVERABLES 4
SOFTWARE
SCOPE OF WORK MILESTONES g
Weston a 1— Account Active tion / Configuration S
m1lesione 1 - Definition of Done 6
Milestone 2 — Ornolto Training 7
IVIIIWone 2 - Definition of Dane 7
it gwt— 3 — IMS Intaufttoes / IMepallens 7
110111e5tona 3A-D@IWUonof Done 7
Mi#cston@ 30 - Definition of Done B
Go llw Rine g
DefinIt Ion of Done
Additions Information - Interfaces / Inteyradam g
EXHIBIT A - LODI FIRE & RESCUE MILESTONE PAYMENT SCHEDULE e
EXHIBIT B - LODI FIRE & RESCUE MILESTONE TIMELINE li
EXHIBIT C - LODI FIRE & RESCUE DATA IMPORTATION 12
EXHIBIT D - LODI FIRE & RESCUE SAMPLE 5 -DAY TRAINING PLAN 1a
INTRODUCTION
Emergency Reporting Is pleased to present the CITY OF LODI FIRE DEPARTMENT ILFDI with a
Statement of Work and Contract explaining how our web -based fire/EMS records management
and reporting services will successfully support the Clts(s Fire RMS Needs.
2
City of Lodi Fire Department • Emergency Repotting Stetr. Ment 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%.
13, Emergency Reporting will use a SaBS (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 sha II 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.
Gly of Will Pira OMm Ment - Emergency RWrllns SoNment of work
• After completion of this Project, Emergency Reporting WIN 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 perry, additional services not
covered In this SOW may be required.
PROJECT DELIVERABLES
• Emergency Reporting will use a S84S (Softwere as a Servlce) environment for delivering
the proposed Fire RMS system.
• Remote Project Management Services: The Project Manager will, at minimum, direct
the following act{vitlfs:
o Act as a single point of contact for the Customer, Including Partner Vendors (If
applicable).
o Determine, with Customer, a mutuaNy 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).
a Process Change Orders (if applicable).
o Verify Customer activities related to the Statement of Work haw been
completed Ina timely manner.
o Verify Customer -provided data mails Emergency Reporting specifications.
• Remote Implementation Services as described In the tasks detailed below.
SOFTWARE
Emergency Reporting
a Fire A EMS Package (Annual Subscription Fee)
o Fire & EMS Package (Onetime Setup he)
o Flat File Parser CAD Link (Annual Maintenance Fee)
o Non-NFIRS Data Import (One-tlma Data Import Fee)
Training
City of Lodi Fin Department - Irwrpniy fteportirq State nnm of Work
o Onsite Training — 4 consecutive days onsite w/1 trainer (One-time Fee)
Other Interfaces
o Telestaff Scheduling Interface (Annual Interface Fee)
• REQUIRES Telestaff Gateway Manager
NOTE: Emergency Reportingwill stand behind all quoted Interfaces, however, once
work begins, we cannot guarantee that the Yd party software will be willing or went
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 i — Account Activation / Configuration
A. Pre-Implenrentatlon Meeting
0. Account Activation
C. New Customer Onboardlog
D. Data Import, as defined In Exhibit C
a. NFIRS Data from 2003- 2015 (requires NFIRS file format)
b. Occupancy Information (.csv template)
e. Hydrant Information (.csv template)
d. Agency Personnel (.csv template)
e. Equipment (.csv template)
f. Apparatus (.csv template)
Milestone i - Definition of Done
The following items have been delivered
• Pre-Imph:mentation Meeting completed within 7 days of contract approval
Pre-Implernertt Ion Meetln iJeserl tbn - 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
City of Lodi Fire Department - Emerjerky Reporting Statement at work
a Login Access granted to account
o Halllgan Pro Activated
Arcount Activation l7escrintlr - Emergency Reporting will actlwta 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
Now Ctlftmer 0nbQPWiqjLE?asqrW_Uo_- Emergency Reporting wlll host a webinar session
for new customer onboarding. The session will be 3 hours M 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 viewfng.
DAW IMP-9ASAI 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 all
correspondence. It will be at the discretion of LFD to determine which datasets the agency
wishes to Import Into their account (Exhibit Q.
Milestone 2 — Onsite Training
A, Onsite Training —4-daysession
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 —Fiat Fib Parser CAD Intogratlon
I. To be completed within 220 days from contract execution date
Milestone 3A - Definition of Done
City of Lodi Fire Deparim kint - Ema recncy Reporting Statement of Work
CAD Initiated calls populating In Emergency Reporting
B. Telestaff to Dally Rosters
a. Requires Telestaff Gateway Manager
b. CONFIGURATION —Middleware managed/malntalned by Emergency Reporting
to Telestaff R0511 (Roster 11 output)
c. To be completed within 120 days from contract execution date
Milestone 3B - Definition of Done
Dally 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. Loglsys 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:
Appllatbn M1Rodules-Fusicsi❑ Inteyrele/I1" ca
1.01illsysCAD 015 FM k.hSyMem Inu"'it
TelesUff Schedule ManLipmenr Inlegrete
Clty of lodl Fire OepPrtmMt - Emergency Reporting 5tatemwnt of Work
Loglsys 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.
Telostaff 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 lune 301h 2019. Annual Billing to be July 1, 2019
Milestone i
err 13fj 1.��o
Fire, EMS Package
Set Up Fee --Fire, EMS Package
Set Up Fee Flat File Parser CAD
non•NFIRS Data Import fee
Milestone 2
ONSITE Training - 4 Days
Milestone 3
CAD Integration
Telestaff Interface
16,750.0
6
City of Lodi Fire Department - Emergency Reporting Statement of Work
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51
City of Stockton Fire d Rescue Department • limargenry 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) El Occupancy Information
(.csv template) - Importable Fields!
• ID (100 characters or less)
• Category 1500 characters or less)
• Subcategory (500 characters or less)
• Name (500 characters or less)
Address 1(500 characters or less)
• Addr fl 118 characters or less)
• Prefix (Z characters or less)
• Str Name 130 characters or less)
• Sir Type (4 chmracters or less)
• Suffix (2 characters or less)
• Apt / Suite (15 characters or less)
' qty (100 characters or less)
• State (50 characters or less)
•
Zip (50 characters or less)
• tilde 0 ISO characters or less)
• Latitude (Valid Decimal)
• Longitude Ivalld Decimal)
Phone (50 characters or less)
• FAX (50 characters or less)
• Ema II (100 characters or less)
• National Grid (30 characters or less)
• Map Page (50 characters or less)
Bus Llc N (100 characters or less)
• Assessed Value (valid Decimal)
• Occupancy Type (Soo characters or less)
• Occupancy Zone 1200 characters or less)
• Station (3 characters or less)
• No. Of Units (Valid Integer)
11
City of Stockton Fire & Restpe Department - Emergency Reporting Stalema nl of Work
Assess. Parc 0 (so characters or less)
• Const. Type 1500 characters or less)
Occupancy toad (Valid Integer)
• Year Built (50 characters or less)
Critical Infra 1100 characters or less)
Assigned Inspector (500 characters or less)
Prop Use (50 characters or less)
• Utll, Bill, 0 (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 Oedmal)
• Fire Alarm Panel Loc 1500 characters or less)
• Master Key Loc (500 characters or less)
• Time Occupied 1500 characters or less)
• Gas LPG Shutoff Loc (500 characters or less)
Electrical Panel lac 1500 characters or less)
other Loc Into (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)
• Hail Mat Notes (1000 characters or less)
• Pre Plan Notes 11000 characters or less)
• FD Connectlons (500 characters or less)
• Sprinkler Room Lac (500 characters or less)
• Water Supply Info 11000 characters or less)
ISOID (100 characters or less)
Occupancy Contacts (,csy template) - Importable Fields:
First Name 150 characters or less)
• Last Name (50 characters or less)
• Contact Type (500 characters or less)
• OccuplD (100 characters or less)
• Str Number (B characters or less)
Prefix 12 characters or less)
• Stree Name 130 characters or less)
• Str Type (4 characters or less)
• Suffix 12 characters or less)
12
City of Stockton Fire & Rescue Mpanment • Emergency Reporting Statement of Work
•
Apt/ Suite (15 characters or less)
•
City (100 characters or less)
State (50 characters or less)
Zip 1150 characters or less)
Email 1500 characters or less)
Phone (50 characters or less)
•
FAX 150 characters or less)
Cell (50 characters or less)
Pager (50 characters or less)
Office (SO characters or less)
Home (50 characters or lass)
After Hours (50 characters or less)
BIIIIngID (32 characters or less)
Description (2147483647 characters or less)
Address 1(500 characters or less)
Hydrant Information (.csv template) - Importable Fields:
Hydrant 10 (30 characters or less)
Location (100 characters or less)
• Ports 120characters -or less)
• Installed Date (mm/dd/yyyy)
• Installed By (50 characters or less)
• Manufactured Year (10 characters or less)
• Replacement Year 110 characters or less)
• Value 153 characters or less)
• Color (20 characters or less)
• Notes (unlimited characters)
• In Service (1 or D characters)
• Main Site 153 characters or less)
• Barrel Size (53 characters or less)
• valve Location (unlimited characters)
• Model (50 characters or less)
' Make 150 characters or less)
Type (50 characters or less)
• Zone (50 chn(a cters or less)
• Status ISO characters or less)
• Ownership 150 characters or less)
• service Responsibility (50 characters or less)
• Station Number 13 characters or lass)
District 150 characters or less)
• Address 11200 characters or less)
• Address 21200 characters or less)
11
City of Stockton fire a Rescue Department • Emeraancy Reporting Statemenk of Work
W
Street Number (3 chisracters or lessl
�il �' � •
Apt or Suite (iS characters or less)
•
Latitude 153 characters or lees)
•
Longitude (53 characters or less)
I
Map Page (20 characters or less)
` •
National Gild (20 characters or less)
•
Parcel Number 130 characters or less)
•
Street Prefix (50 characters or las)
•
Street Name 150 characters or less)
I�
Street Type 150 characters or Isss)
I
street SuIRx (So cha►acten or las)
•
City (50 characters or las)
•
State 150 characters or less)
•
Zip (50 characters or las)
•
Country (50 characters or less)
•
Cross Street Prefix 150 characters or less)
•
Cross Street Name (50 characters or less)
•
Cross Street Type (50 characters 4r less)
•
Cross Street SUI IM (50 characters or less)
•
latitude (Valid decimal)
•
Longitude (Valid dodonal)
•
Map Page 120 characters or less)
• Agency Personnel (.esytemplate) —Importable fWds:
•
Agency Personnel 10 (50 characters or less)
•
First Name 1200 charactera or Isss)
•
Middle Initial 150 characters or less)
•
Last Name 1200 characters or less)
•
Rank (200 characters or las)
•
00e (mm/dd/yyyy)
•
SSN (50 characters or las)
1
Address (500 characters or rasa)
City (500 characters or less)
•
State (50 characters or less)
•
Zip (20 characters or less)
•
Email (S00 characters or less)
•
Work Phone 150 characters or less)
•
Home Phone 150 characters or less)
•
Driver's License (50 characters or less)
•
Emergancy Contact 1500 characters or less)
j •
Emergenry Contact Phone 150 charectors or less)
•
Discipline Notes (2147483647 characters or less)
34
City of Stockton Fire & Rescue Department • Emergency Reporting Statement of Work
Award Notes 12147483647 characters or less)
General Notes (2147483647 characters or less)
• Shit (50 characters or less)
• TralningPGRate 153 characters or less)
• Workln&PGRate (53 chara cters or less)
• EventPGRate 153 characters or less)
• Mailing Address (500 characters or less)
• Mailing City (200 characters or less)
• Mailing State 150 characters or less)
• Mailing Zip 150 characters or less)
• Start Date lmm/dd/yyyy)
• Contact Notes 18000 characters or less)
• System Access (i or 0 characters)
• Division 1100 characters or less)
a EMS Cert Code 150 characters or less)
• State Training ID 120 characters or less)
• ERS Email Opt Out (1 or 0 characters)
• FIPS City Code 136 characters or less)
State EMS ID (50 characters or less)
• station 13 characters or less)
Gender 110 characters or less)
• Equipment (.csv template)
• Equipment ID 150 characters or less)
• Equipment Type (50 characters or less)
• Manufacturer (50 characters or less)
• Manufacturer Date (Valid Date MM/DD/YYYY)
• Vendor 1200 characters or less)
• In Service Date (Valk) Date MM/DD/YYYY)
• Actual Cost (Valid decimal(
• Replacement / Retirement Date (Valid Date MM/DD/YYYY)
• Serial / tot Number (150 characters or less)
Size (50 characters or less)
• Model 150 characters or less)
is
City of Stockton Fire 6 Rescue Deportment . Emergency Reportlns stetnm•nt of Work
Estimated Replacement Cost (Valid declmall
Category (255 characters or less)
° Subcategory 1255 characters or less)
° Notes (8000 characters or less)
• Apparatus (.csv template)
• NFIRS Apparatus Type 150 characters or lessl
• Department Apparatus Name (15 characters or less)
• Primary Use (50 characters or less)
• Och wit Primary Role or Unit (50 characters or less)
• NEMSIS Vehicle Type (4 characters or less)
• EMS Default Unit Service level (50 characters or less)
• Vehicle Number 150 characters or less)
• VIN Number 150 characters or less)
• Manufacturer (50 characters or less)
• Year of Manufacture (4 characters or less)
• Model (50 characters or less)
• Engine 150 characters or less)
• Tank Volume 150 characters or less)
• pump Type (5D chara cters 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 (2147463647 characters or less)
• AppnratusID (5 choractors or less)
• Station Number (3 characters or less)
16
City of Lodi Fire G Rescue Depertment - Enviesency Repordrd Statement of Work
EXHIBIT D - Lodi Fire & Rescue Sample 4 -Day Training Plan
Emergency Reporting will delver a comprehensive training plan via a consecutive Ove -day
onsite session, delivered by Emergency Reporting Tralners. The training plan will focus on
basic and advanced use of the system. A sampis schedule is depicted below (Modifications to
this schedule will be made In cooperation with LFD during the confer+rice call to address
specific agency needs and personnel avalabUity):
I
$OWNI AdmiAlstretlontAodtde
• Incident setunift
NOItuMmendodAudlencet • Ewportsetllnp
Administrators / Chief tNficera . aailyLos selllnts
• Departmentsettlnits
settGes2 A4MAm ytrAIlbo Module (c4rXd)
• Personnel settkys
ReConni"nded Audience: . Crtllcallons
Administrators / Chief Olnters . Appalatul seltbas
• oropdewns
setlttetss
AMInInfltTetlaNAeu+rtooft")
• Aterttr F"Ole
ReiemmetWedlludlcnce:
• CAppKerfepselttnp
Adtnlnlsltetors / Chief olitcen
"We it4
Repatsma"
• NeWlalln<Raparts
Recommended Audience:
. lest practices
Adm alst►ators / Chief aflltars
Session a
4uery eefliee
• uslllt query lender
aecommended Audlence:
Administrators / Chief 011kers
Sessksni
SelatyAnalylks
WommendedAudience:
SyllelnAeodllles
AdminlstratersIChief offlem
The Overall Systemlram
an Adminlslrato4's
Yelsp•cNve
17
CRY of Lodi Fire O Amus a4pertment - 6mnpncy Reporting ltatenwtof Work
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City of Lodi Fire & Rescue Depo rtme nt - Emergency Reporting Statement of Work
SOASIOn It AM/IPM
flecommended Audience:
All
Session 2 AM/PM
Recommended Audience,
Firef Shters / Operations Personnel
Sanlan A AM/MM
Recommended Audience:
Firefighters / Operations personnel
Login / Smilty
Navigating the Wekorne Page
Support Pap
• Knowledge eanPa"
Hap / Ftedbeck Page
A Personal Notifications
• Dally Leg
IncMents Modula
o NFPS Overview
• CompleUng an Incident
Meseage contog Maduk
+ Iptwn*1/tltternal
+ nReuiyk�g
MaMtenance Module
■ Retqueating Maintenance
library Module
PAY Promit
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 Nmlted to the following:
• Train on the administrative roles and responslbllltles for the system, Including but not
limited to reporting, security, CAD link 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.
to
Gty of Lodi Fire & RaA:ue Department • gmerpricy Reportlns 5tatementof work
• Explanation of the product development process for system modificatlons/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
JATTACHED BEHIND TTITS PAGE]
21
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HEPOW"HI
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rPflonsA ,��1 3� ij •y �'v��
Emergency Reporting, a trade name of Reporting Systems, Inc. VNI'y, and the above named account ("AOENCY"l ofe enlering ,nla an
egrssm4nl it -I c - f the 0prratvre data
Fire Al EMs! Solution Terns i Conditions
RSI uhall perform the following serviced'
Collect emergency response dale via a weballs eceeeelble at hlips:lleecurs amsrgencyreporting com
Maintain collected data to standards set by FEmA's National Fire Incident Rsponing System (NFIRS) and/or the Nat,onat Emergency
Medical Services Information System (NEMSIS), version 3 3 4 or 3.4.0 w IuDparted by your stale
Pro+llde EMS errport servlcaa for elalee that are ohkially supported by RSI lar EMS export Due to the number of stales that haw
ntad+lied the NEMSIS alandotd, NEMSIS 7 Is not a supported EMS Export type In many cases Stale EIdS reportfng k ncl supported
unlsoe the Mule la epedfieally haled on our websue
Provldo onga;n0 chimps and bug fixes, at no additional charge, to remain a compliance with NFIRS A NEMSIS 3.
For supportod stales and exports (NFIRS• state speclfb EMS, or other export types) provide smell or direct HTTPS download to the
necastary mcipisrda, it Poll llnle, RSI wilt conpgura dllecl subrniail Ion to the slate, h ihs state proN13lis (hlyd partysubtriksfona, RSI will
provlda Agency with the apptfcablit data for state raporting rfqutremente
En aura app+apNoIs II1[:uikV, PIN eCy, and encrypt ton a lora Iranilm Ilod la and from the webelle, In compliance with ABI's fraternal
polices, federal HI PAA tog ufatione and Ind usiry pracllcas regarding acoullly
Pfovlda smat to the waI:Iwo by current browser II Chnptbgy as slated In the RSI Us or Pdiclda MenuaI
Pfavida data backup ra guard ago In5t dais lose In the avdilt of ed ItIIrophIa systont FoPula.
Guarantee uplirns of 99 a°/b, as calculated on an annual bask.
The Agency shall be responsible low the following:
1 Malntaln on active user IIM of accounts that ars authorized to acids the wehaits
23
2 Pay all ouislandfng chargee in a timely laahion. Non-Ilniely payment may result in deacilvallon of service (deactivation will occur with
wemmp to the AGENCY. AGENCY dolu will be accosetbte when charges are brought cunenty
3 Maintain adivn Internal Swvita Provider (ISP) sarvicee to access the webelle ISP charges are not Included In this agreomenl ISP
fetiursS ere MI the neopbnSPOIlly 01 R61,
4 Enter emergency response data and all other dale Into the websile per ayslem Inakucliona. supped recommendations, end In
accordance to the ASt Uanr Policy Manual available on the support pegs from within Emergency Roponing'swebelle,
6 Uig avopofted wen breweere os listed in the RSI Uaw Polley Manuel.
Additional CAD Link Tsrma 6 Conditions
RSI shall perform that following sarvlces:
Web Service CAD Links - Recahre CAD Interface dots 10 the following addraf, s
hllps'fhecure.smergancyreporting eam/WSNI.OIDIspalcWCollConlar php RBI reeervas the right to reject a(Ignore Invalid data.
For Flat File Parser (FFP) Installations, RSI ehsrt provide on Installed place of eanware that processes files ss output from CAD and
submits the dale to RSI FFP configurations shall conform to sample and specified dols as output from CAD; any changn s to this formal
may result in change order fees.
Prbvlde on8011112 nhenpee and bug fixes, at no additional charge. Ia keep the CAD Interface address gwcl0ed above operallonal
Supply mapping tallas) tools, xubmasion tM6419, and g&noral procasaing tonls 10 assist In the monagemeol of CAD suppwU dale to
RSI standards.
E;nellre approprrele socunty, prtvacy, and onC(ypllon of dols (rarismtited ID and from the website. In compliancewith RSIs internal
polices, lederal HIPPA Iegulabons and Indusi fy pracRos rogarding security
The Agency shall he responsible for the following:
1. provide clean, valid dale for processing, either via Iasi file (for Flat File Parser Installations) or web services (rot web services direct
installations)
2 For FFP Inovilalions, the Agency snail pravtdo a voWadpcalea campular to Inslall Ina FFP on. The Waiputar sholl hove 8= 14 to CAD
Supplied tent files, ea well as outbound HTTPS access to Ilia addrens specllled above This oporating system shell be a66 or x1:4, eml
shall be any edillon olWlndewa Sarver 2008 or 2083, aiwi shell haus fns .net Framework 2 0 or htglisr lnsialled
I3 Agency shell pfovins tochn"I stall to aastsl with Inolauallon debugging, networking, and general troubleshooting of CAD link technology
and Infrastructure
4. Additional charges from your CAD vendor may apply and should ha discuseed with then vendor
Governing Lew, The AGENCY agrees that the rights of user and RSI shall be govemad by the Lowe of Mn Slate of California, wilhout regard to
any c0011101e 01 taw, rules or provisions Sok and exclusive )urtodlcuon for any action or proceeding arising out of or related to this ugrsemenl
shell be in an appmpriMs Slats nr Federal Court located In CA Stale.
Dela Ownership All Dale Iran arallted to The website rafnalMS The properly of the AGENCY Re9anamkis ton of INS dole la Me necessary at ale
rsponing authorlllee Is dulll4riked Modifying, dslating or other modlN-All one of sub milled IncldsaI data by R 5 Is piahlblled SC40Niftc rosaafeb
Ihot is based an brand data Irond l ra euthonted, but no AGENCY ego CIPC dale is to be made visible to any thud aiWia5
Statute of Limitation, The AGENCY egress that any cause of action you may have against RSI must be commenced within (6) six month& ane(
the Goan anees.
Pricing, The AGENCY agrees to the plicae sal faith in this agreement RSI reserves the right to mads y AGENCY pricing ut the contract ronowal
daleand will provide 30 day advance written notice of he Ininnl Io do so
Billing Cycle Start Date The AGENCY agrees (hot the billing cycle elan date will become affective on the lot al On following month In which the
signed aider term is incefvad by RSI.
Copyright, The AGENCY racognIma that the RSI webslte le protected under U 9 copyright and trademark law, Enlernal[pno-1 convanllons and
olherappircable taw The AGENCY agues to not Itanse, sell, publish, deeomplle, fevarso onglneer, or otherwise dscons fire any panic" of
FtWa lechnology.
RSI uses compularloGhOclogy to colletl dais and no such 100Mlggy le 100% reliable at all tlmea System talluma may occur without Wafning.
Although sit efforts will he mode to prevent Such faaume. the AGENCY recegnix" that [heap fellurer: are outside the coeirel of RSi, and agrees
to hold RSI. Its piindpale, wnptayaeo, and agents harmless. 11 any toul holds any portion of IhlsAgreemenl to be unslllorceable,
then Me remainder of Into Agreement shall survive
Afprovad rte to Fore:
Speclel Terms & Conditions IFNTr,C'D�F A�rIT
Special Order: Account Requires addhional )(FDID for CIly Attommy
Investigations
Pro,Roled Months 4
24
EXHIBIT 3
END USER LICENSE AGREEMENT (EULA) 1ATTACHED BEHIND THIS PAGE
25
ENN RGENCY
REPOR INW
1NTM7e7e
I110.390*67.11M
Fir-aee.�ea167
FIRE r EMS RECORDS MANAGEMENT
ww+,�m.ry�ngngnMns,wn
7as0 Rrinl�nd Or., sults �
B•iWghprri, WA aa22a
COLA [End Vsr Urwrin A aeemaU
IMPCMTAW (READ CAREFULLY): This End -User License Agreement for Emergency Reporting
("EULA") Is a legal agreement by and betwaan "you" (elther an IndDvldual W a single legal entity)
axed Reporthm Swvloss, Inc. d/b/o EnWilency Reporting for software product(s) ("SOFTWARR
PRODUCT') delivered with this EULA, which Includes the computer software, object oode copy, and
all of the contents of the flies, dlsk(s), CD-Romis) or other media with which this EULA Is provided,
IrKbAdiry any templates, printed materials, and online or electronic daoumantation. AN copies of
the SOFTWARE PRODUCT and any Updates of the SOFTWARE PRODUCT, If cloy, are licensed to you
by Emergency Reporting pursuant to the terms of lids CULA, ft InetallIn& copying, downlosding,
accassfng W otharwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this
EULA, w Nch shall take precedence over any ather document and :hail govem your use of the
SOFFARE PRODUCT, unless (mrergeney Reporting and you have agreed to a single 11carm
agreement with Emwgency Reporting that s} Iffcally addresses the licensing of the applicable
SOFTWARE PRODUCT(s)fora discrete transaction, INwrhlch can the sigr+ed Reernse agreement shall
take precedence and shall govern Vow use of the SOFTWARE PRODUCT. You agree that this EULA
b enforceable against You the sane many written, Negotiated mfflraet signed by you. ltyou do
not agree to the terms ofthls EULA, you are not authorited to, and you shell not, downlo", hwteli
Or vsa the SOFTWARE PRODLICr.
Emergency Reporting hosting, maintenance sarulm (sun? Mary) - Emergency Reporting (Company) will
Perform the following services for the City of Lodi Fire & Rescue Department (Agency):
• Collect emergency response date vii the site at h (�5,rmgrgrl� YrCp�yr.�I.I1k,C[�m
• Maintain collected data to standard set by FEMA (NFIRS) and/or the National Emergency
Medial Services Information System (NEMSIS) version 2,24 Gold, NEMSIS 3.4.0 and NEMSIS
3.3.4.
+ Provide bug fixes, modifications and maintenance et no additional charge, In ordw 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 loss 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 Ocense 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,
S. 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 Intdiectual 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 whomaver 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.
5.2. 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, decomplle, 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 fu rther 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, wen 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.
11.3.5everablllty. 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.
11.8. 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 Lew. 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. Comolance 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 Ilanses
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 Produets.
11.12. Counterpmts, 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.
Appmw d w b►"
Clly ANway
32
EXHIBIT 4
SERVICE LEVEL AGREEMENT (SLA)
[ATTACHED BEHIND THIS PAGE]
33
EMERGENCY
REPORI7NG"
FIRE ! EMS RECORDS MANAGEMENT
HA tWvlcv I&VIl Aff" t snU
6115.773.767/
1111.41109 1147.101113
111a.ee62MIS7
WAW.Wr*M*nCYMPWWQ,00M
9206 ftnkad or., Bub 90s
OWkVhwn, VVAUM
Maintenance coverage gives the end user the rights to any foxes, as well as to any new versions of the
Product. it also includes unlimited Help Desk tails. Maintenance coverage dues not Include training,
consulting, or upgrade services or support which will be quoted separately when needed.
Emergency Reporting will some as the first line for all support-ralat■d Issues, regardless of the product.
Our tee3n 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 paftner products offered to the City of Lodi Fire and Rescue Department (LFD), Emergency
Reporting staff will quickly contact the partner to aid In resolvkg 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 bo 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 on Issue
requires expertise outside the scope of the support technician assig,rred 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 630 AM Pacific Time — 5:30 PM Pacific Time, Monday
through Friday, excluding nationally observed holidays. After-hours support is provided twenty -tour
hours a day, seven days a week J"240% including holidays and weekends, forcrltical/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 pletforms. We are proactive In customer support and data integrity monitoring. We report
errors to federal and state authorltles 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 99.991
uptime.
Emergency Reporting defined priority levels along with target response and resolution times are listed on
the following page.
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As the call proceeds from Support to Supervisor to Service Support Mrnager to CEO, additional Ef1S
resources are committed as needed, up to and Including an on-site customer visit coordinated through
the LFD, to Insure a successful resolution.
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35
• Lon of dab
M -F, 6:30AM-5:30PM
12 hours—Program
• Servloelnterruption
Pacific Thne—Imwadlate'
code correction ora
• Data corruption
around usport ofthe
Other (after hours and
procedural work
tevel One • Productive u" prohibited
using Agile
holidays) - WHhln one (1)
around (regardless of
(Crlticsn ' No workaround available
fastest
business hour ofI
time of day reported)
Mor" • Mo
notwAlon
I
I." Two
(High)
Leval Three
(Medlum)
Laval Four
(LOW)
Exa mpie — the down
• Prlmary purpose compromised
• Productive um tignIflrtntiy
Impsete d
Workaround Evw&Hy not
available
Exam ple — NFIRS/NEMSIS
export capacity broken
■ Pmduedve, but Incomplete
operethm
• Workarounds generally
avallable
Example - idea or concept for
deskred functionality vs
4XIM / Ainctioneft
Productive, mainly cosmetic In
nature
Workerounds or configurable
optlonsgenerslly available
Example - How do I quest kens
or Cosmetic Errors such as
mbspeoings
M -F, 6:30AM•6:3011M
48 hours—Program
Pedlk Tko — Immediate'
code cormctlon or a
Other (ahs r hole's and
j procedural work
hoildayal—Within three
around usport ofthe
(3) business hours of
next available Sprint,
notl kadon
using Agile
methodohWesfor
fastest
Implementation
M -F, 6•M M-5:30PM
Paclflc Time — hnmediete'
Other (after hours and
holldays) — Within sht (6)
business hours of
notification
M -F, 6:30AM-S:SOPM
Pa dick fine — Irn mad Iate*
Other (after hours end
holIdeys)
Within elx (6) business
hours of notification
One week—
Procedural
workaround
depandentupon
seventy
Program code
correction In a future
software release
One week -
Procedural
workaround defined If M
evallable
Proaram code
correctlap In a future
software relow
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 Resellers Customer Support web site.
17
RESOLUTION NO. 2022-138
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO EXECUTE AMENDMENT NO. 2 TO THE PROFESSIONAL
SERVICES AGREEMENT WITH ESO SOLUTIONS, INC., DBA EMERGENCY
REPORTING (FORMERLY KNOWN AS REPORTING SYSTEMS, INC., A
WASHINGTON CORPORATION), OF BELLINGHAM, WASHINGTON, FOR
INCIDENT REPORTING AND PATIENT CARE REPORTING
WHEREAS, the Lodi Fire Department has utilized Emergency Reporting for incident
reporting and patient care reporting (PCR) since 2019; and
WHEREAS, in 2021, ESO Solutions, Inc., purchased Reporting Systems, Inc., the parent
company of Emergency Reporting. Emergency Reporting has continued to provide the incident
reporting platform for the Lodi Fire Department; however, they did not upgrade their PCR platform
to be compliant in California; and
WHEREAS, ESO Solutions, Inc., has agreed to provide the PCR platform within the
existing fee schedule provided by Emergency Reporting; and
WHEREAS, in 2023, Emergency Reporting will dissolve and both the incident reporting
platform and the PCR platform will be provided by ESO Solutions, Inc.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize
the City Manager to execute Amendment No. 2 to the Professional Services Agreement with
ESO Solutions, Inc., dba Emergency Reporting (formerly known as Reporting Systems, Inc., a
Washington corporation), of Bellingham, Washington, for incident reporting and patient care
reporting, in the amount of $14,000; and
BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol
Manual (Res. No. 2019-223), the City Attorney is hereby authorized to make minor revisions to
the above -referenced document(s) that do not alter the compensation or term, and to make
clerical corrections as necessary.
Dated: June 1, 2022
I hereby certify that Resolution No. 2022-138 was passed and adopted by the City Council
of the City of Lodi in a regular meeting held June 1, 2022 by the following vote:
AYES: COUNCIL MEMBERS — Hothi, Khan, and Kuehne
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — Nakanishi and Mayor Chandler
ABSTAIN: COUNCIL MEMBERS — None
OLIVIA NASHED
City Clerk
2022-138