HomeMy WebLinkAboutCity of Tamarac Resolution R-2014-087Temp. Reso. #12533
August 12, 2014
Page 1 of 4
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2014- E
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA
AUTHORIZING THE APPROPRIATE CITY
OFFICIALS TO ISSUE A PURCHASE ORDER TO
XEROX GOVERNMENT SYSTEMS, LLC TO
FURNISH A RECORDS MANAGEMENT SYSTEM
DEPARTMENT AT A
$71,795 INCLUDING
UTILIZING A
COMPETIVELY SOLICITED CITY OF
TALLAHASSEE AGREEMENT DATED FEBRUARY
281 2014; PROVIDING FOR CONFLICTS;
PROVIDING FOR SEVERABILITY; AND
PROVIDING FOR AN EFFECTIVE DATE.
FOR THE FIRE RESCUE
COST NOT TO EXCEED
$71000 CONTINGENCY,
WHEREAS, Tamarac Fire Rescue Department does not currently have an
integrated and comprehensive Records Management System; and
WHEREAS, FireHouse Software, a Xerox Government Systems Company, is the
leading provider of comprehensive Records Management Systems for Fire Rescue
Agencies throughout the Country; and
WHEREAS, after staff review, it was determined that FireHouse Software
provides the best Records Management Solution in the marketplace; and
WHEREAS, during the marketplace review staff also determined that the most
advantageous pricing for the FireHouse Software was available in an agreement
awarded by the City of Tallahassee on February 28, 2014 ; and
WHEREAS, the systems supplier, Xerox Government Systems, LLC is
Temp. Reso. #12533
August 12, 2014
Page 2 of 4
agreeable to extend pricing to the City based on the City of Tallahassee agreement with
the same terms and conditions; and
WHEREAS, Section 6-148 (g) of the Tamarac Procurement Code permits
purchases of goods and services from contracts awarded by other governmental or not -
for -profit entities by a formal competitive selection process; and
WHEREAS, the City of Tallahassee awarded this agreement pursuant to the
issuance of a competitive solicitation process, a copy of such Resolution and agreement
approved by the City of Tallahassee Commission is included herein as Exhibit 99
1 "; and
WHEREAS, the Fire Rescue Chief, Director of IT and the Purchasing and
Contracts Manager recommend procurement and implementation of a Records
Management System from Xerox Government Systems, LLC for the Fire Rescue
Department utilizing the City of Tallahassee Agreement dated February 28, 2014 at a
cost not to exceed $71,795, including $7,000 contingency; and
WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be
in the best interest of the citizens and residents of the City of Tamarac to authorize the
appropriate City officials to issue a purchase order to Xerox Government Systems, LLC
to furnish a Records Management System for the Fire Rescue Department at a cost not
to exceed $71,795, including $7,000 contingency utilizing the City of Tallahassee
Agreement dated February 28, 2014.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA, THAT:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and
Temp. Reso. #12533
August 12, 2014
Page 3 of 4
confirmed
as being true
and correct
and are hereby
made
a specific part
of this
resolution
upon adoption
hereof. The
exhibits attached
hereto
are incorporated
herein
and made a specific part of this resolution.
SECTION 2: The appropriate City officials are hereby authorized to issue
a purchase
order for
FireHouse Software utilizing
pricing,
terms and
conditions
provided in
the City of
Tallahassee Agreement dated
February28
2014 to
purchase
and implement a Records Management System from Xerox Government System s LLC
for the Fire Rescue Department at a cost of $64,795 as proposed in the-Estmate64659 .
attached hereto as Exhibit "2", and an additional for con in _ ' $7,000 t genes -fog a total
project cost not to exceed $71,795.
SECTION 3:
All Resolutions or parts of Resolutions in conflict herewith
are hereby repealed to the extent of such conflict.
SECTION 4:
If any clause, section, other part or application of this
Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid
in part or application, it shall not affect the validity of the remaining portions or
applications of this Resolution.
SECTION 5: This Resolution shall become effective immediately upon on its
passage and adoption.
Temp. Reso. #12533
August 12, 2014
Page 4 of 4
PASSED, ADOPTED AND APPROVED this f 0 day of
2014.
H- AMRY DRESSLER
MAYOR
ATTEST:
0
_ PATRICIA TEUFEL, CMC
CITY -CLERK
RECORD OF COMMISSION VOTE:
MAYOR DRESSLER 4IZ2
DIST 1: COMM. BUSH LL
DIST 2: VICE MAYOR GOME( Z�/
DIST 3: COMM. GLASSER "
DIST 4: COMM. PLACKO ,
I HEREBY CERTIFY THAT I HAVE
APPROVED THIS RESOLUTION
AS TO FORM
SAMUEL S. GOREN
CITY ATTORNEY
1
Exhibit 1
gc3n1;., l,te Details
Meeting
Feb 13, 2013 - City Commission Meeting and Summary
Category
CONSENT
Subject
Approval of Recommended Ranking and Selection for Fire Records Management System
(FRMS) (RFP NO. 0 1 06-12-VA-TC) --- CINDY DICK, FIRE
Type
Action (Consent)
Fiscal Impact
Yes
Dollar Amount
5009000.00
Budgeted
Yes
Budget Source
Fund 132, Dept ID 200101 Project #12005
Recommended Action
Option 1 - Approve the recommended ranking and selection for award of contract for RFP NO.
0 1 06-12-VA-TC (RFP) ACS Government Systems, Inc. and authorize staff to negotiate .and
execute a contract not to exceed $500,000 for the purchase and implementation of tasks
delineated in the RFP; and, if agreement cannot be reached on a satisfactory contract with ACS
Government Systems, Inc., authorize staff to negotiate and execute a contract with the second -
ranked FRMS company.
FOR INFORMATION CONTACT:
Fire Chief Cindy Dick or Division Chief Lori Roberts
STATEMENT OF ISSUE
A Fire Records Management System (FRMS) is responsible for the efficient and systematic control of the
creation, receipt, maintenance, use and disposition of records. The system processes and maintains
information about business activities and transactions in the form of records.
On May 18, 2012, Request for Proposal No. 0 1 06-12-VA-TC (RFP) was issued to solicit bids from vendors on
a new FRMS to replace the Fire Department's aged and outdated ZOLL System. This item seeks City
Commission approval of the selection committee's recommended ranking and selection for award of contract
for said RFP. Additionally, staff is seeking authorization to negotiate and execute a contract not to exceed
$500,000 with ACS Government Solutions, Inc. for the purchase and implementation of their Fire Records
Management System (FRMS).
The upgrade to a new FRMS will advance operational capabilities and allow staff to perform duties and
measure outcomes more effectively and efficiently. Control and maintenance of services and equipment will
be both fiscally and environmentally more efficient. It is anticipated that the duration of the project, from
purchase through implementation, will be approximately 6-9 months.
RECOMMENDED ACTION
Option 1: Approve the award of RFP NO. 0 1 06-12-VA-TC to ACS Government Systems, Inc. and authorize
staff to negotiate and execute a contract, not to exceed $500,000, for the purchase and implementation of tasks
delineated in the RFP; and if agreement cannot be reached on a satisfactory contract, authorize staff to
negotiate and execute a contract with the second -ranked FRMS company.
FISCAL IMPACT
The recommended FRMS contract and implementation plan will be funded from an approved, budgeted capital
project. It was originally approved for the full $500,000 in the 2012 Capital Improvement Budget. There is no
significant Operational and Maintenance Budget Impact since this system replaces an existing system. The
budget source is: Fund 132, Dept ID 200101 Project # 12005. The office of Procurement and Budget have
reviewed the item and concur that it is in compliance with City guidelines.
The budget source is: Fund 132, Dept ID 200101 Project #12005.
HISTORY / FACTS AND ISSUES
The Fire Department's existing FRMS system was originally purchased in 2003. The current ZOLL system
has been repeatedly purchased throughout the years from several different vendors and has had multiple
alterations which limit the ability to expand and incorporate upgrades to the system. The current ZOLL FRMS
is difficult to use and requires significant data manipulation to extract basic information. The system has not
and does not provide an appropriate platform for fire records management of services such as fire safety
inspections, mandatory training, critical equipment testing/maintenance, general inventory and performance
measure evaluation. This has required the department to develop alternative record management databases
which are less functional, reduce productivity and eliminate the benefit of a combined FRMS.
On September 15, 2011, the City issued a Request for Information (RFI) No. 0119-11-VA-RF Fire Records
Management System in order to issue Request for Proposal (RFP) NO. 0 1 06-12-VA-TC Fire Records
Management System on May 18, 2012. The scope of work as defined by the RFI was to solicit technical,
application capabilities, implementation timelines, resource estimates and vendor experience for a FRMS. The
RFP was broadcast to 235 vendors, where 27 reviewed the RFP, and proposals were received from three (3)
vendors.
The selection committee's analysis included evaluations of the technical proposals, structured interviews, and
presentation sessions. The selection committee evaluated and compared the technical experience,
qualifications, applicable technical program abilities, applicable strategic management, and services as
submitted by all three vendors.
The selection committee's recommended final ranking is as follows: (1) ACS Government Systems, Inc., (2)
Image Trend, and (3) Motorola Solutions/Emergency Technologies Incorporated. City Procurement, Legal
and the Office of Budget and Policy have reviewed the FRMS ranking and proposed contract award with no
objections.
CHARITABLE CONTRIBUTIONS
None of the vendors completed the Charitable Contributions Form. No Points were awarded to any vendor for
this criterion.
OPTIONS
1. Approve the award of RFP NO. 0 106-12-VA-TC to ACS Government Systems, Inc. and authorize staff to
negotiate and execute a contract, not to exceed $500,000, for the purchase and implementation of tasks
delineated in the RFP; and if agreement cannot be reached on a satisfactory contract, authorize staff to
negotiate and execute a contract with the second -ranked FRMS company.
Pros:
• This action is recommended in order to facilitate the replacement and upgrade of the aging ZOLL
Rescue Net FRMS System.
Cons:
• This option would require the City to use the allocated funds and manpower to purchase and
implement the selected FRMS to replace the existing antiquated system.
2. Do not approve the selection committee's recommended ranking and selection of ACS Government
Systems, Inc. and direct staff to re -advertise the project. This option is not recommended as it will result in
delays to implementing and completing these much -needed system improvements.
Pros:
• This option would not require the expenditure of budgeted funds, for this purpose, of up to $500,000.
Cons:
• This option would delay the replacement of the aging ZOLL Rescue Net System that is required for
the efficient monitor and control aspects of the Fire Department recording of activities and
processes.
• This option would require the Fire Department to continue to use alternative record management
databases which are less functional, reduces productivity and eliminates the benefit of a combined
FRMS
ATTACHMENTS
Score Sheet
(Requestor's Name)
ress
100246339421
(Address)
PICK-UP
ity/State/Zip/Phone #)
WAIT 11 MAIL
me
(Document Number)
Certified Copies _ _ Certificates of Status
Special Instructions to Filing officer:
k4...k,D VD
M Olt 3
R. WHITE
Office Use Only
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P t
CA."
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FA
COVER LE R
TO: Amendment Section
Division of Corporations
SUBJECT: AO S Govemment Systems, Inc.
(Name of Corporation)
DOCUMENT NUMBER: F930NW3742
T ke enclosed withdrawal application and fee are submitted for filing.
Please return all correspondence concerning this
matter to the following:
Kathy L. Brown, Corporate Paralegal
(Name of Person)
Xerox Business Services, LLC
ram_ ■ .�. ..I� .��Y.Y� ��I .W.r . . Y�Y
(FirmlCoimpany)
2828 N . Haskell Avenue, Building 1, 9th Floor
(Address)
Dallas, Texas 75204
(City/State and Z'p code)
For farther information ccoocemm" g this matter, please c.l:
Kathy L. Brown at ( 214 1 84 I -6346
(Marne of person) (Area Code & Daytime Telephone Number)
STREET ADDRESS:
Amendment Section
Division of Corporations
P.O. Box 6327
Tallahassec, FL 32314
MAMING ADDRESS:
Amendment Section
Division of Corporations
Clifton Building
2661 Executive Center Circle
Tallahassee, FL 32301
0
CORPORATION SERVICE COMPANY'
.
.91
do
ACCOUNT NO, 120000000195
REFERENCE 599258 5048595
AUTHORIZATION
COST LIMIT : $ 35 00
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
ORDER DATE A.p r i l 4 t 2013
ORDER TIME 3:40 PM
ORDER NO. 599258-135
PLEASE FILE 1ST.
10 CUSTOMER NO: 5048595 ( CONVERS ION FILED IN DOM STATE)
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
FOREIGN FILINGS
NAME: ACS GOVERNMENT SYSTEMS,
X CORPORATE
LIMITED PARTNERSHIP
LIMITED LIABILITY COMPANY
XXXX WITHDRAWAL/CANCELLATION
INC.
PLEASE RETURN THE FOLLOWING AS PROOF OF FILING:
CERTIFIED COPY
XX PLAIN STAMPED COPY
CERTIFICATE OF STATUS
CONTACT PERSON: Susie Knight - EXT# 52956
EXAMINER:
VA
t
APPLICATION BY FOREIGN CORPORATION FOR 11THD1tAWAL OF
AUTHORITY TO TRANSACT BUSINFSS OR CONDUCT AFFAM IN FLORIDA
ACS Govez ent Systems, Inc.
F93000003742
acumwt Numbff of Cotpomtion (if known)
State of Delaware
(hworpora U cr ws o
This corporation is no longer ftwz cfang business or conducting of airs wi thin the State of Florida and hereby
voluntarily suzrenders its authority to transact business or conduct affairs in Florida.
This corporation revokes the authority of its registemd agent in Florida to accept service on its behalf and
appoints the Department of State as its agent for service of process based on a cause of action arising during the
time it was authorized to transact business or conduct affairs in Florida.
r'-
ne following is a cumcnt mailing address for the corporation:
2828 N. Haskell Avenue, Building 1 9tb Floor
i �! r (U
r r n+��r��� r • r r.- � ��.��r � �! � ■ � � ■ �.�a..r4.r��r� w+..+r.w .r��rrr� !.�>'-.Y���.�� ��� u
(Mailing Address)
rrr
7 ♦ •� J
Dallas TexT as 75244�
(city/ state ip) ;
The corporation agrees to notify the Departrrent of State in the future of any change in its mailing address.
�5� u FF s mewl, 1FMW= gwma on= . IF un the Hanna of a
roativer or other wanbWinted fiducimy, by that Muaiary)
J. Michael. Peffer
or pfiYaW nwm of pawn signing)
F`. ING FEE $35
April / , 2013
Secretary_
a
AGREEMENT
THIS AGREEMENT ("AGREEMENT") effective on this
Agreement# 3171A
00?
day of"�'
,
2014, is entered into by and between the CITY of TALLAHASSEE, a Florida municipal
corporation ("CITY"), and XEROX GOVERNMENT SYSTEMS, LLC, a Delaware limited
liability company authorized to do business in the State of Florida, with an office located
at 2900 100th Street, Suite 309, Urbandale, IA 50322 ("XEROX").
WITNESSETH:
WHEREAS, the CITY desires to purchase, in accordance with this AGREEMENT, a
comprehensive records management system, for use by the CITY'S Fire Department,
that will be comprised of the SYSTEM as defined in Section 19.3 herein; and,
WHEREAS, on May 18, 2012, the City issued a Request for Proposal No.: 01 05-12-VA-
TC ("RFP"), which is available at the City of Tallahassee Treasurer -Clerk's office and is
incorporated herein by reference, requesting proposals of bids to provide a records
management system as above described; and,
WHEREAS,
XEROX
responded
to City's RFP
and
submitted a proposal, and
subsequent
proposal
clarification
information, for
the
City's consideration, which is
available at the City of Tallahassee Treasurer -Clerk's office and is incorporated herein
by reference; and,
WHEREAS, on February 13, 2013, XEROX was selected as the highest respondent;
and,
XEROXAgreement
Page T of 78
Contract No. 2978
v.2-27-14
WHEREAS, the Parties desire to enter into an agreement pursuant to which XEROX
shall perform all work and furnish all software, installation, integration, data conversion,
documentation, materials, training and project management services required to provide
the SYSTEM to the CITY upon the terms and conditions as hereinafter set forth.
NOW, THEREFORE, in consideration of the above premises and of the covenants and
representations herein contained, the .Parties covenant and represent as follows;
ARTICLE 1. STATEMENT of PERFORMANCE
1.1 XEROX'S Performance
XEROX, in accordance with this AGREEMENT, shall perform or cause to be performed
all services (including, without limitation, software design, development, production,
procurement, delivery, construction, installation, integration, staging, implementation,
interfacing, maintenance, testing, labor and training) and shall furnish all software,
installation, integration, data conversion, documentation, materials, training, project
management services and labor required to complete and achieve acceptance of the
SYSTEM identified and described in this AGREEMENT. In so doing, XEROX shall
perform the work and deliver the items described in this AGREEMENT and Attachments
incorporated herein and, notwithstanding any other provision of this AGREEMENT,
perform such other work and
deliver such
other items
as are necessary to
ensure
that
each SYSTEM for which
XEROX is
responsible
hereunder meets
all of
the
requirements set forth in this AGREEMENT. XEROX shall ensure that all
subcontractors and others performing work or services under this AGREEMENT, in the
present or future, comply with the applicable terms of this AGREEMENT.
XEROX Agreement Contract No. 2978 v.2.27-14
Page 2 of 78
1.1.1 Delivery, Installation and Acceptance of SYSTEM and Related Services
The equipment specifications required for the SYSTEM, as provided by XEROX, are
documented in Attachment A "Hardware and Equipment Specifications", and are
incorporated by reference herein. XEROX guarantees the minimum hardware and/or
equipment specifications will be fully functional with the software provided. The city
shall be solely responsible for procuring the hardware and equipment documented in
Attachment "A", including the Pads. The City will be responsible to confer with XEROX
to ensure any hardware or equipment purchased that exceeds the minimum
specifications, as outlined in Attachment A, will be fully functional and compatible with
the SYSTEM and XEROX shall provide their verification in writing. If said hardware or
equipment, verified by XEROX to be fully functional and compatible with the SYSTEM,
fails to perform with the SYSTEM to the satisfaction of the CITY, then the CITY may
seek the remedy available under Section 5.1.2.
The CITY, at their sole expense, will ensure that the third --party equipment dealer will
ship the hardware and equipment directly to a facility designated by XEROX. XEROX
will promptly inventory the hardware and equipment and shall immediately reconcile and
notify the CITY of any discrepancies. XEROX will promptly provide all original packing
slips to the CITY. XEROX may retain copies of the packing slips. The CITY will be
responsible for contacting the hardware and equipment provider to resolve any
discrepancies.
All deliveries will be made Q.O.B. Destination to the applicable Site(s). CITY assumes
the risk of loss to the equipment at all times other than when the equipment is at
XEROX Agreement Contract No. 2978 v.2-27-14
Page 3 of 78
XEROX's Site, The CITY'S acceptance of the equipment does not equate to the CITY's
approval of the SYSTEM. The above notwithstanding, title to software and any third
party supplied software shall not pass from CITY to XEROX under any circumstances,
including payment of the license fee.
1.1.2 Staging of Equipment
XEROX is responsible for the staging of all equipment received from the CITY'S vendor.
Staging shall include, hardware/software configuration, application installation and
configuration, interface setup and testing, on all equipment received from the CITY'S
vendor before said equipment is provided to the CITY.
1.1.3 Data Conversion of CITY Data
XEROX shall work with the CITY to develop a data conversion plan that defines data
mapping requirements between Zoll FireRIVIS data and the Frel-louse reporting data
formats for each data conversion. XEROX will supply information on any known issues
prior to the beginning of each data conversion process. XEROX will update the
conversion script and mapping document. XEROX will create a sample record set from
complete data files for use in each initial conversion iterations. XEROX will deliver and
install the first conversion iteration to the CITY and discuss the consultation process and
any issues occurring. XEROX will not manufacture data; however, XEROX can alter
data based on written specifications from the CITY for each data conversion. XEROX
can modify the conversion route and reconfigure FreHouse as necessary based on
issues reported by the City and execute the routine as a test run of the conversion
process using sample data from the Zoll I'ireRIVIS. XEROX will repeat the conversion
XEROXAgreement Contract No. 2978 v.2-27-14
Page 4 of 78
and review process, updating the conversion scripts and/or Firehouse configuration,
and Issues List using the entire set of data for each data conversion until the data
conversion is acceptable to the City. XEROX will perform a final data conversion on the
production system in accordance with the performance schedule. The CITY shall review
the final data conversion test and, in the CITY'S sole discretion, approve the final data
conversion test. If the CITY does not approve the final data conversion test, the parties
will identify the failing step in the process and XEROX will remedy that step and perform
conversion route testing from that point forward until the final data conversion test
receives CITY approval.
1.1.4 CAD Interface
XEROX shall provide CAD monitor configured to accept data from the Motorola
PremierOne (P1) CAD in the format provided by Motorola. City shall provide Motorola
contact information to Xerox, the CITY 3s current P1 CAD provider, to ascertain
requirements to provide interface. XEROX shall provide technical consulting to
Motorola to correct issues detected.
1.1.5 Automated Creation of .pdf files and Creation of EDMS Index Data
XEROX will ensure the SYSTEM can automatically create . pdf files of all reports,
including but not limited to, Fire Incident Report, Inspector Report and Patient Care
Report, and any amendments or corrections thereto. XEROX will ensure all Firehouse
Reports can be sent to a .pdf document automatically when a report is approved.
Documents will be placed in a location specified by the CITY on the local network.
Documents must be named with a unique ID. This ID will correlate to the index data for
XEROXAgreement Contract No. 2978 v.2-27-14
Page 5 of 78
that document. There must be access to index data for each document. Xerox will
create a text file with separated index values that are always in the same order, as
required for the OnBase system interface.
1.1.6 FireHouse Medic Integration Suite
The Integration Suite is configured to transfer completed calls into FireHouse Software
on the city server at the top of each hour. The frequency to transfer the completed calls
can be configured to a more frequent basis, such as every 15 or 30 minutes. The
FireHouse Software Automatic Task frequency to import the files exported by the
FireHouse Medic Cloud can be set to any time increment defined by the CITY.
All data will not transfer to FireHouse Software; the complete electronic patient care
record is stored on the Cloud, all appropriate and compatible fields are transferred to
the RMS system. A current list of transferable fields are listed in Attachment "E" as
reference paints; however, the CITY will be able to utilize future updated or amended
fields as they are developed.
All information entered into the FireHouse Medic Client and stored on the XEROX
servers (Claud) will be imported into the FireHouse Web system located on CITY
servers, on a daily scheduled determined by the CITY. All data will not transfer to
FireHouse Software; the complete electronic patient care reporting is stored on the
Cloud, all appropriate and compatible fields are transferred to the record management
system.
XEROX Agreement Contract No. 2978 v.2-27-14
Page 6 of 78
1.1.7 1�=ireHouse Inspector Client
All information entered into the FireHouse Inspector Client and stored on the XEROX
servers (Cloud) servers. The FH Inspector Client database on the Xerox system cannot
be provided, because one database handles all the pass through services. This
database also contains confidential information for all customers. FH Inspector Client
Cloud servers are `pass through' servers. Data is moved to and from the FH Inspector
Client App for the iPad via the Cloud servers. All data is always stored in the FH
database on CITY servers.
ARTICLE 2. -TERM AND PROJECT SCHEDULE
2.1 Term
The "Effective Date" is the date, determined pursuant to Article 21.5, as evidenced on
the first page of this AGREEMENT. This AGREEMENT shall commence on the
Effective Date and, except as otherwise provided herein or as may be required to give
effect to provisions hereof, shall terminate when the SYSTEM is operating as
warranted, all performance required hereunder is complete, and the CITY has notified
XEROX of their final acceptance of the SYSTEM.
2.2 Project Schedule
2.2.1 Initial Project Schedule
XEROX and the CITY have developed -a Project Schedule for the SYSTEM, evidenced
by Attachment B, Project Milestones and Payment, attached and incorporated by
XEROX Agreement contract No. 2978 v.2-27-14
Page 7 of 78
reference herein. This schedule indicates in detail all of the tasks and related subtasks,
including the ordering and delivery of hardware as required by the RFP (specifically
barcode scanners and printers) , software installation, configuration, data conversion,
data integration, testing, delivery to City, training etc.) to be performed by XEROX under
this AGREEMENT, the dates said tasks and subtasks shall be completed, and a final
completion date for each task.
2.2.2 Updated Project Schedules
After the execution of the contract, XEROX and the CITY shall have a project meeting
to review the Project schedule and make modifications, as needed and agreed upon by
each party. The Project Milestones and Payment, as shown in Attachment B, shall be
updated and submitted to the CITY by XEROX with each request for payment. The
updated Project schedule shall indicate the actual and projected completion dates of
each of the tasks and subtasks identified in the Project Schedule.
2.3 XEROX Schedule Obligations
XEROX shall complete, in a timely manner, each of the tasks and subtasks identified in
Attachment B.
2.4 CITY Schedule obligations
XEROX's ability to reasonably and substantially meet its obligations to complete each of
the tasks and subtasks identified in Attachment B is in part dependent upon the CITY
adhering to their respective obligations as set forth in this AGREEMENT. If the CITY
determines that they will be unable to meet any of their obligations in a timely manner,
XEROX Agreement Contract No. 2978 v.2-27-14
Page 8 of 78
the CITY, in writing and as early as reasonably possible, shall advise XEROX of such
fact and shall provide a projected time within which the delayed obligations will be
accomplished.
2.5 Adjustments to Schedule and price
The CITY and XEROX shall meet regularly to discuss the status of performance under
this AGREEMENT and to address any concerns raised in that regard. Should XEROX
fail to meet any dates for performance of tasks or subtasks as set forth in the Project
Schedule, regardless of whether such failure is an Excusable Delay, XEROX agrees to
schedule its performance in order to minimize, and to the extent possible eliminate, the
impact of such delay on its performance and on the timely completion of other tasks and
subtasks. At such time as the cumulative total of such delays extends the final
completion date of the SYSTEM by more than sixty (60) calendar days or the delay in
the performance of any individual task or subtask exceeds thirty (30) calendar days,
XEROX and the CITY, in addition to other obligations set forth in this AGREEMENT, will
meet promptly to discuss the impact of such delay on the Project Schedule. The date
for final completion of the SYSTEM, as reflected in the Project Schedule, shall be
extended on a day for day basis for any non --concurrent Excusable Delay or delay
caused by an act or omission of the CITY, their officials, officers, or employees which
directly impacts the ability of XEROX to meet that date; provided, however, that such an
extension of the time for final completion shall be the sole relief afforded XEROX in the
event of any such delay unless such delay is due solely to fraud, bad faith, or active
interference on the part of the CITY.
XEROX Agreement contract No. 2978 v.2-27-14
Page 9of78
ARTICLE 3. CONTRACT PRICE
3.1 Price - SYSTEM
For and in consideration of the performance of services and furnishing of labor,
materials and supplies as defined in SYSTEM and in accordance with this
AGREEMENT, the CITY, agrees to pay to XEROX for the deliverables set forth in
Attachment "C" Schedule of Deliverables and Values.
This proposal includes all FIREHOUSE Software license costs for accessing the test
and training (TEST) system for all Tallahassee users. In addition to FIREHOUSE costs
that are fully covered for the TEST system, there is a requirement for Microsoft SQL
licenses for the TEST system. The CITY anticipates a need for fifteen (15) computer
training room and five (5) administrator computers to access the TEST system, so the
SQL license proposal in Attachment "C" reflects this need. Any CITY user can access
the FIREHOUSE Software test system from these computers. Should the CITY need
additional access to the TEST/training system, the only additional costs to the CITY
would be for additional SQL server licenses for the TEST System. The client software
can be configured for connection to the production system and the test training system.
3.2 Payment
Any payments made to XEROX pursuant to Attachment "C" shall not be construed to
reduce the obligation of XEROX hereunder, nor in any manner whatever waive any of
the terms, conditions, covenants, or requirements of this AGREEMENT, nor be
considered a ratification of any act on the part of XEROX, or its subcontractors, agents
XEROX Agreement Contract No. 2978 v.2-27-14
Page 10 of 78
or representatives, which in any Manner may contravene any of the requirements or,
provisions of this AGREEMENT.
XEROX will submit invoices for payment upon achievement of Project. Milestones, as
contained in Attachment R, to the CITY. Amounts due XEROX shall be paid by the
CITY in accordance with the Florida Local Government Prompt Payment Act, governed
by Chapter 218, Florida Statutes, following receipt of a Proper Invoice, as defined in
Section 218.72, Florida Statutes, provided that the prerequisite Project Milestones have
been completed and accepted in accordance with this AGREEMENT. XEROX will
submit invoices that contain a detailed description of the Project Milestone completed
and amount of payment due and submit such invoices to the CITY, at the address set
forth in Article 10.2. The CITY shall have the right to credit against any payment
otherwise due XEROX all amounts then due and owing to CITY by XEROX.
3.3 Payment Provisions
All payment provisions shall be governed by the Florida Local Government Prompt
Payment Act, governed by Chapter 218, Florida Statutes.
3.4 Maintenance
XEROX will provide maintenance services for the SYSTEM which shall consist of (a)
technical or operation assistance provided by XEROX to CITY relating to the SYSTEM
or enhancements thereto and (b) distribution by XEROX to CITY at no charge of
enhancements to the SYSTEM which may be developed from time to time by XEROXC
XEROX Agreement Contract No. 2978 v.2-27-14
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During the terra commencing on the EFFECTIVE DATE, as defined in Section 21.5
herein, and continuing as long as all software maintenance agreement fees are current,
XEROX shad provide the maintenance services to CITY for a fee that is prorated from
the ACCEPTANCE DATE
until
September 30,
2014 and thereafter
will be payable
annually on October 1st.
For a
period of two
(2) year following the
ACCEPTANCE
GATE, the support and maintenance
fees shall not increase. In
year three, the
Annual
Support and Maintenance Fee will
be the fixed rate specified
in Attachment
C. In
subsequent years, in no event shall the percentage increase in maintenance fees, when
compared to those charged during the preceding year, exceed 5%. At least six (6)
months prior to each anniversary date of the Agreement's Effective Bate, XEROX shall
notify CITY of the yearly maintenance fee to be charged by XEROX for the next
succeeding year, whereupon, unless CITY notifies XEROX in writing that this
Agreement shall terminate on the Anniversary Date, this maintenance agreement shall
be in full force and effect.
At the request of the CITY, and with XEROX's consent, XEROX may also provide
technical, operational or other assistance or consulting to CITY, in addition to the
amount included as the maintenance services, at XEROX's standard hourly rates then
in effect.
ARTICLE 4. SYSTEM PERFORMANCE AND ACCEPTANCE TESTING
4.1 SYSTEM Acceptance Test Plan and Acceptance Criteria
The SYSTEM Acceptance Test Plan (ATP) will be created by XEROX after contract
execution, with review and approval by the CITY.
XEROX Agreement Contract No. 2978
Page 12 of 78
The ATP will contain detailed plans
v.2.27.14
and procedures designed to demonstrate the ability of the SYSTEM to meet, and to
function and perform in accordance with, the requirements contained in this
AGREEMENT. In addition to an overall SYSTEM ATP, an ATP will be issued for each
FireHouse system, including but without limitation, FH Web Bundled System, FH
Inspector, FH Analytics, FH Medic, validationlverification with CITY geofile, Interfaces,
Data Conversion, N FI RS Reporting, N EMS I S Reporting EMSTARS Reporting, perform
truck checks, track equipment, condition and location using scanners purchased from
Xerox printing of barcodes and Automated .pdf printing of all approved reports with a
ELMS component that includes the index data fields for EDIVIS.
The issuance of a written notice of final acceptance by the CITY stating that the
SYSTEM has satisfactorily completed the ATP and that other requirements of this
AGREEMENT have been met will be the sole criteria for acceptance and the date of
such issuance will be the Date of Final Acceptance.
4.1.1 use of the SYSTEM Prior to Acceptance
The CITY agrees that they will not use the SYSTEM prior to the Date of Final
Acceptance for any purpose other than training or testing as is authorized in this
AGREEMENT without the written consent of XEROX, which consent will not be
unreasonably withheld.
4.1.2 Equipment and Software
Any equipment, that meets the specifications set forth in Attachment "A" and
Attachment "C" or otherwise guaranteed by XEROX to function with the software, or
XEROX agreement Contract No. 2978 v.2-27-94
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software which does not successfully meet the requirements of the ATP or which does
not meet the requirements or specifications set forth in this AGREEMENT, shall be
repaired or replaced by XEROX without additional cost to the CITY.
4.2 Testing Notice
Not less Than fourteen (14) calendar days prior to conducting any Acceptance Test,
XEROX shall notify the CITY in writing of the date, time, and location of the test(s) to be
conducted. The CITY shall be responsible for thereafter giving prompt notice of such
test(s) to other affected CITY personnel. Any personnel so designated by the CITY may
be present during and may witness such tests).
4.2.1. System Acceptance
System Acceptance will occur upon successful completion of the Acceptance Tests.
Upon System Acceptance, the Parties will memorialize this event by promptly executing
a System Acceptance Certificate. If the Acceptance Test Ilan includes separate tests
for individual Subsystems or phases of the SYSTEM, acceptance of the individual
Subsystem or phase will occur upon the successful completion of the Acceptance Tests
for the Subsystem or phase, and the Parties will promptly execute an acceptance
certificate for the Subsystem or phase. If CITY believes the SYSTEM or Subsystem or
phase has failed the Acceptance Tests, CITY will provide to XEROX a written notice
that includes the specific details of the failure. If CITY does not provide to XEROX a
failure notice within thirty (30) days after completion of the Acceptance Tests, System
Acceptance will be deemed to have occurred upon expiration of the above referenced
thirty (30) days.
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4.2.2. Beneficial Use
CITY acknowledges that XEROX's ability to perform its implementation and testing
responsibilities may be impeded if CITY begins using the System before System
Acceptance. Therefore, CITY will not commence Beneficial Use before System
Acceptance without XEROX's prior written authorization, which will not be unreasonably
withheld. XEROX is
not responsible
for SYSTEM performance
deficiencies
that occur
during unauthorized
Beneficial Use.
Upon commencement of
Beneficial
Use, CITY
assumes responsibility for the use and operation of the System.
4.3 Test Responsibility
The conduct of all Acceptance Tests and all testing identified by any terminology (e.g.,
unit testing, factory testing, program testing, systems testing, installation and preliminary
testing, external testing, internal testing, functional testing, and performance testing)
shall be jointly coordinated by the City and XEROX. All tests shall be witnessed by the
Project Coordinator, or designee, and the resulting test data shall be attested tor and
signed by XEROX and the CITY. The format to be used for recording of test program
data shall be submitted to the CITY for written approval prior to testing. The test
program data from the entire ATP, once all elements of the ATP are successfully
completed, shall be presented in a single test report, certifying that such test program
data confirms that the tested elements of the SYSTEM meet the requirements of this
AGREEMENT.
4.4 Evaluation of Acceptance Test Data
4.4.1 Evaluation and Final Acceptance
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Upon completion of any test, XEROX shall promptly provide the test program data to
the CITY for evaluation. XEROX understands that the relevant test data provided by
XEROX must be evaluated by the CITY in order to determine if the results of any such
test are reliable and within acceptable limits; therefore, XEROX agrees that the
evaluation shall constitute an integral part of any such test. Within thirty (30) calendar
days after delivery of the test program data, the CITY shall provide a written report to
XEROX setting forth the results of the evaluation. Such written report shall either
accept or reject the applicable test program data and shall state whether or not the test
conforms to the requirements of the ATP and this AGREEMENT. If the CITY reasonably
rejects the test program data or determines that the test results do not conform to the
requirements of the ATP or this AGREEMENT, the evaluation report shall indicate the
basis for said findings and describe all deficiencies. XEROX shall then have forty-five
(45) calendar days to correct the deficiencies noted in such report, at which time the
test(s) will be rescheduled. The final acceptance of the test results and further testing,
at the CITY'S discretion, may be held in abeyance until all deficiencies and
nonconforming items have been corrected by XEROX, at its sole cost and expense, and
accepted by the Project Coordinator. When the CITY determines that all tests have
been successfully completed, then the CITY shall provide XEROX with a written "Notice
of Successful Completion" to evidence the CITY'S final acceptance of all of the tests
and test data. If CITY does not provide to XEROX a failure notice within thirty (30) days
after completion of the Acceptance Tests, the "Notice of Successful Completion" will be
deemed to have been provided by CITY to XEROX upon expiration of the above
referenced thirty (30) days.
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ARTICLE 5. SOFTWARE LICENSES
5.1 Licensed Software
"Licensed software" means the software component and modules provided with the
SYSTEM and includes all documentation relating to XEROX's software in addition to
any upgrades, modification and customizations ("Improvements") to XEROX software,
should such improvements be delivered to the CITY of a later time. End User(s) will be
CITY employees or third party consultants who need access to the Licensed Software
to conduct CITY business functions.
5.2 Grant of Software Licenses
XEROX hereby grants the CITY thirty (30) revocable, nonexclusive, non -transferable
licenses to use the SYSTEM Licensed Software in the United States of America. The
CITY may increase the maximum number of concurrent End Users by procuring
additional licenses from XEROX based upon the then -current license fee schedule. The
CITY is not permitted to make use of any object code for any component(s) or
module(s) for which you have not expressly obtained a license for use under this
Agreement. Any software license rights not expressly granted in this AGREEMENT are
expressly reserved. The CITY agrees not to (a) rent, lease, sublicense, assign or
otherwise transfer the Licensed Software, including any of the materials or the CITY'S
rights hereunder, (b) remove or obscure XEROX's proprietary notices, (c) translate,
alter, decompile or disassemble any of the materials, (d) copy any of the materials
without XEROX'S prior written consent,{e} use the software for other agencies. The
CITY shall have no right to access, copy or otherwise use the source code for software
XEROX agreement Contract No. 2978 v.2-27-14
Page 17 of 78
licensed under this license. The CITY is prohibited from causing or permitting the
reverse engineering, disassembly or decompilation of the software licensed under this
AGREEMENT. The CITY is prohibited from modifying, improving or otherwise
enhancing the software licensed under this AGREEMENT.
5.3 cloud storage and city Data
The CITY permits data to be stored on Cloud based enterprises; however, XEROX
agrees that the data stored and maintained on the Cloud based mechanisms at all times
remains property of the CITY. If this Agreement is terminated, XEROX agrees to return
any and all CITY data stored and maintained on any Cloud based mechanism, in a
mutually agreed upon format that can be readily utilized by the CITY. The CITY's
information will be removed from all XEROX systems after delivery of information and
acceptance by the CITY
ARTICLE 6.
6.1 Facilities
STANDARD of WORK, DOCUMENTATION AND TRAINING
The CITY will not be obligated to receive or to provide storage space for equipment,
materials, or supplies prior to the applicable delivery dates or such other dates as may
be agreed in writing by the CITY. The CITY, at their discretion, may withhold payment
for such equipment, materials, or supplies until the date on which payment for the
applicable Project Milestone becomes due. XEROX acknowledges that access to some
sites and facilities may be restricted by the CITY; therefore, XEROX agrees to
cooperate fully with all reasonable access requirements for delivery, installation and
testing of the SYSTEM.
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6.2 Standard of Work
XEROX shall perform all services required pursuant to this AGREEMENT, including but
not limited to the installation of the SYSTEM, as provided in this AGREEMENT. In the
event that XEROX, in its reasonable judgment, determines that a particular practice or
procedure is inappropriate in a particular situation, XEROX may follow whatever
practice or procedure it deems appropriate, provided that such practice or procedure
shall reflect good workmanship and judgment and be at least that of the standard
observed by a competent provider of services in the business in which XEROX is
engaged. XEROX agrees to notify the CITY of any such changed practices or
procedures prior to implementation, if practicable, or if not, as soon thereafter as is
practicable.
6.3 Documentation
In accordance with this Agreement, XEROX shall deliver to the CITY all documentation
related to the SYSTEM, including without limitation all system manuals, equipment
manuals, hardware manuals, user guides and software manuals, as provided in this
AGREEMENT.
6.4 Training
In accordance with this Agreement, XEROX will provide up to ten (10) days, of on -site
training
on the
SYSTEM.
The training will consist of
two
(2) days of administrative
training,
three
(3) days
of "train--the-trainer" training,
with
an unlimited number of
participants in the class, and then five (5) additional training days, as needed in the
XEROX Agreement Contract No. 2978 v.2-27-14
Page 19 of 78
CITY'S
sole discretion, that will focus
on technical training,
additional "train -the -trainer"
training
or other professional services.
The time, place and
number of attendees of the
on -site training classes will be mutually agreed upon by the CITY and XEROX. The
CITY agrees to give XEROX five (5) business days' notice, when possible, for the
cancellation of any scheduled training classes. However, XEROX agrees the CITY may
cancel any scheduled training class due to the CITY responding to emergency
situations or natural disasters.
ARTICLE 7. WARRANTIES
7.1 SYSTEM, Equipment and Software Warranties
7.1.1 SYSTEM Warranty
XEROX represents and warrants that all software, and other items delivered to the CITY
under this AGREEMENT conform to the specifications and requirements set forth in this
AGREEMENT. XEROX further warrants that the software, other products and other
items will perform and interact, together and with other CITY systems specified in the
RFP, in accordance with the specifications set forth in this AGREEMENT. XEROX
further represents and warrants that all work performed and services rendered under
this AGREEMENT will conform to the requirements of this AGREEMENT; will be free
from defects in workmanship; and will
be performed
in accordance with
generally
accepted professional standards and
in compliance
with all applicable
laws and
regulations.
XEROX Agreement Contract No. 2978 v.2-27-14
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7.1.2 Installation Warranty
All services provided, furnished, or performed by XEROX or its subcontractors are
warranted by XEROX to meet the requirements of this Agreement and to be free from
any defects in design, materials, workmanship, and labor for a period of ninety (90)
days from the Date of Final Acceptance.
A. The warranty is void if:
1. The product was used in other than its normal and customary manner.
2. The product has been subject to misuse, accident, neglect, or damage.
3.
Alterations or repairs
not performed or
authorized
by XEROX have been made to
the
product, or unauthorized
parts
have
been
used in
the
equipment.
B. In order to obtain performance of this warranty, the CITY, as appropriate in each
instance must give notice to XEROX pursuant to Article 10 of this Agreement. Repaired
or replaced product is warranted for the balance of the original applicable warranty
period. All replaced products or parts will become the property of XEROX.
7.1.3 Software Warranty
XEROX warrants the Software, as defined in Section 19.3, and applicable printed
materials are free from material defect in normal use for ninety (90) days from the Date
of Final Acceptance. XEROX does not warrant the error free operation of the Software
and the Software is licensed "as is XEROX will however attempt to correct or bypass
any actual reproducible and significant error in the Software, provided the CITY notifies
XEROX in writing within 90 day from the Date of Final Acceptance of the error.
XEROX, will within a reasonable time, at their option provide either a corrected copy of
XEROX Agreement Contract No. 2978 v.2-27-14
Page 21 of 78
work around instruction. This warranty does not cover altered software or require
XEROX to customize the software to meet the CITY's hardware or operating system
requirements. XEROX expressly does not warrant that the licensed software, in whole
or in part, will be error free, will operate without interruption or will be compatible with
any hardware or software other than as specified in this Agreement.
7.2 Warranty Period
Unless otherwise specifically set forth in this AGREEMENT, the warranties set forth in
this Article shall commence on the Date of Final Acceptance and shall continue for a
period of ninety (90) days following the Date of Final Acceptance.
7.3 Warranty of CITY and Right to Transfer
XEROX warrants that it has full power and authority to grant to the CITY the rights set
forth in this AGREEMENT. In the event of an Infringement Claim, the CITY'S remedies
in Article 17.2 will govern.
7.4 Compliance with Applicable Laws
XEROX further warrants that the SYSTEM, including but not limited to all software, its
license and use by the CITY, and the performance by XEROX of the services provided
hereunder, shall be in compliance with all applicable laws, rules, and regulations
governing the sale, use, installation, and maintenance of the SYSTEM or any portion or
component thereof.
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7.5 Disclaimer of Implied Warranties
THE EXPRESS WARRANTIES CONTAINED IN THIS ARTICLE ARE GIVEN IN LIEU
OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE
SPECIFICALLY EXCLUDED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
7.7 Maintenance Following warranty Period
The price for an annual maintenance contract shall be that price set forth in Section 3.4.
The CITY, thereafter, will have the option of renewing the maintenance contract on a
yearly basis, at the prices quoted in Attachment C.
7.8 Enforcement of warranties
The CITY shall give written notice to XEROX in accordance with Article 10 of this
AGREEMENT in the event it discovers a defect, malfunction, or failure of the SYSTEM,
or any portion thereof, to conform to the requirements of this AGREEMENT, including
the warranties set forth in this Article 7. Upon receipt of such notice, XEROX, promptly
and at its sole cost and expense, shall take all actions necessary to remedy or cure
such defect, malfunction, failure, or nonconformity. XEROX shall be responsible for
enforcing any third -party warranties for software and services provided under this
AGREEMENT; and XEROX shall be liable to the CITY for satisfaction of and
compliance with all warranty obligations set forth in this AGREEMENT.
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ARTICLE 8. PERSONNEL.
8.1 XEROX Personnel
The XEROX key personnel to be assigned to the Project will be identified to the CITY, in
writing, no later than thirty (30) calendar days following the Effective Date. XEROX
shall conduct employment background screening for all XEROX personnel that will have
access to the CITY'S database. XEROX, at their sole expense, shall conduct
background screening for all XEROX personnel that will have access to the CITY'S
database.
The background
screening
shall include
at a minimum:
(1) Social
Security
Number
Verification; (2)
National
Criminal File
Search; (3)
Felony
Including
Misdemeanor Search; and (4) First Advantage CP Global Search. To the extent
permitted by law, felony convictions will render a XEROX employee ineligible from
having access to the CITY's database. The process of adjudication for resolving any
concern raised by the background investigation will be in full compliance with applicable
federal, state and local employment law. At the CITY's request, XEROX will, at
XEROX's sole cost, require the above referenced background checks of current
XEROX
employees who
have access
to
the CITY's database.
At
the CITY's request,
XEROX
shall provide
confirmation
of
the completion of
the
above referenced
background screenings, which will include the date of the screening(s) and whether the
individuai's screening status (i.e., pass or fail screening).
XEROX shall make commercially reasonable efforts to retain such key personnel for
the duration of the Project and continue their assignment to the Project until the Date of
Final Acceptance. XEROX shall promptly replace any key or other personnel upon the
XEROX Agreement Contract No. 2978 v.2»27»14
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reasonable request of the Project Coordinator. XEROX shall at all times exercise
reasonable care and diligence in enforcing discipline and good order among its
assigned personnel and in ensuring that the work is executed in a timely and high
quality manner. Notwithstanding the authority of the Project Coordinator as set forth
herein or elsewhere in this AGREEMENT, XEROX shall be and remain liable to the
CITY for performance of all persons providing services, labor, material, equipment, or
other products under this AGREEMENT.
8.2 CITY Personnel
A written fist of the personnel assigned by the CITY to support the Project and their
assignments in that regard shall be made available to XEROX within thirty (30) calendar
days after the Effective Date of this AGREEMENT. The CITY shall make commercially
reasonable efforts to retain key personnel for the duration of the Project and continue
their assignment to the Project until its final acceptance. If it becomes necessary to
change such personnel assignments, the Project Coordinator shall provide timely
written notification to XEROX regarding any such changes.
ARTICLE 9. PROJECT REPRESENTATIVES
9.1 Project Coordinator
The CITY shall appoint a Project Coordinator for all work under this AGREEMENT. The
Project Coordinator shall be generally responsible for the administration of this
AGREEMENT on behalf of the CITY and for coordinating performance by the CITY and
XEROX Agreement Contract No. 2978 v.2-27-14
Page 25 of 78
XEROX as
required by this AGREEMENT.
The CITY may change
the Project
Coordinator
by providing written notice to XEROX
in the manner provided in
Article 10.
9.2 XEROX"s Project Manager
XEROX, pursuant to Article B.1, shall appoint a Project Manager, subject to approval by
the CITY, who will have the authority to make significant decisions relevant to the
Project and will have direct access to XEROX's management for resolution of problems
beyond the
Project Manager's immediate authority. The
Project
Manager will be
responsible
for day-to-day communications between the
parties,
monitoring the
schedules and progress of work according to Attachment "B", submitting progress
reports and invoices according to Attachment "B", receiving and submitting requests for
information and assistance, cooperating with the CITY's Project Coordinator to resolve
any issues and providing timely decisions and approvals, including processing any
change requests on behalf of XEROX. XEROX's Project Manager may schedule and
conduct weekly meetings, provide weekly status reports as well as provide minutes to
the CITY's Project Manager from all meetings conducted for this Project. XEROX's
Project Manager will also maintain and update the project plan that outlines the status of
each Project Milestone as set forth in Attachment "B" for the duration of the project
using Microsoft projects.
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ARTICLE 10. COMMUNICATIONS AND NOTICES
10.1 Communications
All notices, demands, requests, consents, and approvals either Party is required or
desires to give the other shall be in writing and sent by U.S. mail (registered and
postage prepaid), or by recognized overnight courier, or by hand delivery (with signed
receipt), or by facsimile transmission (if confirmed by registered mail, recognized
overnight courier, or hand delivery). Delivery shall be deemed effective upon receipt at
the addressee's office, upon personal delivery to the addressee's office, or upon
personal delivery to the addressee, whichever is applicable, so long as receipt is
subsequently confirmed. All such notices, if to the CITY, shall be addressed as set forth
in Article 10.2, and if to XEROX, shall be addressed as set forth in Article 10.3. Either
Party may change its address or the person designated to receive such notice by
notifying the other Party of the change and its effective date in the manner provided in
this Article 10.1.
10.2 Official CITY Address
All written communications and invoices pertaining to this AGREEMENT to the CITY
shall be addressed as follows:
Chief Information Systems officer
City of Tallahassee
City Hall, Box A-7
300 South Adams Street
Tallahassee, Florida 32301
With a copy to the Fire Department:
City of Tallahassee
911 Easterwood Drive Tallahassee, Florida 32311
XEROX agreement Contract No. 2978 v.2-27-14
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All written communications and invoices pertaining to future maintenance fees shall be
addressed as follows:
City of Tallahassee Fire Department
911 Easterwood Drive
Tallahassee, Florida 32311
10.3 Official XEROX Address
All written communications pertaining to this AGREEMENT to XEROX shall be
addressed as follows.-
XEROX Government Systems, LLC,
2900 100th Street, suite 309
Urbandale, IA 50322
Equipment Shipping Address
The CITY shall ensure all equipment in Attachment A, except iPads, will ship to
XEROX, at address specified in Section 10.3. After staging and configuration are
complete, XEROX shall be responsible to deliver the equipment to the CITY as directed
by the CITY, at no additional cost, to 234 East 7th Avenue, Tallahassee, Florida 32303.
ARTICLE 11. FINANCIAL REPORTS AND STATEMENTS
During the term of this AGREEMENT, XEROX will provide the CITY with oral and
written financial data in the form of reports and statements as indicated herein. Such
reports shall be delivered to the CITY. XEROX will provide such information as may be
reasonably requested by the CITY, including the following:
Invoices for services provided to the CITY under this AGREEMENT. Such invoices
shall be submitted in a form acceptable to the CITY and in accordance with the
Deliverables and Payment Schedule included in Attachment C.
XEROX agreement Contract No. 2978
Page 28 of 78
v.2-2744
.,t
Periodic summaries of payments received by XEROX from the CITY under this
AGREEMENT in accordance with the Schedule of Deliverables and Valdes included in
Attachment C.
Projections of Project Milestone completion as included in Attachment B.
Quotations in response to requests by the CITY as related to changes in the work.
ARTICLE 12. NON-INTERFERENCE
XEROX acknowledges that certain work and services being provided by XEROX under
this AGREEMENT will involve its use of, or presence in, areas being used by CITY'S
personnel in performance of their regularly assigned duties, and XEROX will coordinate
and schedule such activities in a manner which will minimize any interference with the
duties of such personnel. The CITY will coordinate and schedule their activities at Sites
in a manner which will minimize interference of those activities with scheduled work by
XEROX; provided, however, that this covenant shall not obligate the CITY to alter their
staffing schedules related to public safety functions.
ARTICLE 13. EXCUSABLE DELAYS
A Party's timely performance of its obligations under this AGREEMENT, only to the
extent it is specifically affected thereby, shall be suspended, without forfeiture of any
performance bond or the incurring of any financial liability, when and for as long as
performance of such obligations is prevented by reason of any of the following cases: (i)
acts of God, including severe weather events, (ii) operation of law, (iii) the inability to
obtain necessary permits, materials, supplies, by reason of appropriation or use thereof,
XEROX Agreement Contract No. 2978 v.2-27-14
Page 29 of 78
r
or by reason of regulations imposed, by local, state, or federal government, (iv) any acts
of the enemies of the State of Florida or of the United State of America, (v) civil
commotion, (vi) fire and delays in transportation beyond the reasonable control of the
Party whose performance is affected, (vii) any other event beyond the reasonable
control of the Party whose performance is affected, to the extent not caused by such
Party's willful or negligent acts or omissions, except in those cases where a Party could
have reasonably foreseen and reasonably avoided the occurrence. The Party effected
by any such event shall give written notice thereof to the other Party as soon as
practicable after it becomes aware of such an event and, to the extent practicable, shall
specify the anticipated length of the delay. In the event performance is suspended due
to Excusable Delay, the affected Party shall use reasonable efforts to minimize the
impact of that delay on the dates for completion of activities as reflected in the Project
Schedules.
ARTICLE 14. CHANGES, DELETIONS OR ADDITIONS TO AGREEMENT
14.1 CITYTS Change Requests
In the event that the CITY identifies changes or deletions to the performance, work, or
tasks specified in this AGREEMENT or additional work to be performed under this
AGREEMENT, the CITY shall submit a written request for such changes, deletions, or
additions to XEROX. Such request shall 'Include the nature of the change, deletion, or
addition requested, including a brief description of any new or altered requirements, and
a description of the requested work to be changed, deleted, or added.
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Page 30 of 78
ti
Contract No. 2978
v.2-27-14
14.2 Change Proposal
Within thirty (30) calendar days following XEROX's receipt of a request under Article
14.1, XEROX shall prepare and deliver to the CITY a written statement that shall
include the following data:
Technical impact of the change, deletion, or addition of existing requirements and
characteristics.
Estimated cost of the change, deletion, or addition.
Estimated time schedule to incorporate the change, deletion, or addition and its impact
on the Project Schedules.
Impact, if any, of the change, deletion, or addition on the suppliers, vendors, or
subcontractors.
Impact of the change, deletion, or addition on any other part of this AGREEMENT,
including Attachments or other documents that may be affected by a request.
The period of time for which such statement is valid, which time shall not be less than
thirty (30) days.
If the CITY designates the change request as a "Priority," XEROX shall respond no later
than fifteen (15) calendar days after receipt of the request. No such changes to this
AGREEMENT shall
become binding until the
CITY and XEROX have entered
into an
appropriate written
amendment to this
AGREEMENT, including all
affected
Attachments.
XEROX Agreement Contract No. 2978 v.2-27-14
Page 31 of 78
14.3 Change order Notice
Upon acceptance by the CITY of XEROX's written statement for a change proposal, the
CITY shall execute and deliver a Change Order Notice to XEROX, as shown in
Attachment D, specifying the change to be made and all of the particulars set forth in
Articles 14.1 and 14.2, as agreed upon; and, subject to the provisions of Article 14.5,
copies of proposed amendments containing any required changes to said pertinent
AGREEMENT and Attachments shall be provided to the CITY by XEROX.
14.4 XEROX change Requests
XEROX may suggest that changes be made to the scope of the work contemplated in
this AGREEMENT by submitting such suggestions to the CITY. Such suggested
changes may include, but shall not be limited to, substitutions, deletions or additions,
upgrading or enlarging components of either SYSTEM, or adjustment of the Project
Schedules. All such suggested changes shall be made in writing to the CITY and shall
set forth all information required by Articles 14.2 and 14.3. No such changes shall be
made without the prior written approval of the CITY.
14.5 Changes in the CITY'S Total Obligations
Notwithstanding any other provision in this AGREEMENT to the contrary, any changes
or additions thereto which will increase the cost to the CITY as set forth in Attachment C
of this AGREEMENT shall be accomplished by a written Change Order, as shown in
Attachment D, executed by both parties. The CITY shall be obligated for payment of
any such changes or additions made in response to this Article. Should the total
XEROX Agreement Contract No. 2978 v.2-27-14
Page 32 of 78
obligations of the CITY be reduced by any changes, substitutions, or deletions
hereunder, the CITY shall be credited for such reduction, which shall be suitably defined
and detailed upon the subsequent billing invoice to the CITY.
ARTICLE 15. DISPUTES
The Parties shall attempt to resolve any disputes that arise under this AGREEMENT in
good faith. Disputes shall be resolved in accordance with the following procedures:
The aggrieved Party shall give written notice to the other party setting forth the nature of
the dispute, date of occurrence (if known), and proposed equitable resolution.
Both the CITY and XEROX shall meet at the earliest opportunity to discuss and resolve
the dispute. If the dispute is resolved to the mutual satisfaction of both, the decision
shall be memorialized in writing.
If the Parties are not able to amicably resolve the dispute within thirty (30) days after the
initial notice thereof is received by the CITY or XEROX, then the Parties can pursue any
other forms of relief that may be available to them under this AGREEMENT, at law, or in
equity.
ARTICLE 15. TERMINATION
15.1 Termination by CITY
If XEROX fails to provide an operational
SYSTEM in accordance with this
AGREEMENT; or fails to make delivery or complete the installation of such SYSTEM
and all other performance as required under this AGREEMENT in a timely manner,
XEROX Agreement Contract No. 2978 v.2-27-14
Page 33 of 78
unless such failure has been caused by an Excusable Delay as defined in Article 13; or
fails to fulfill any of its obligations, through no fault of the CITY, such failure shall be
considered a default and shall entitle, but not obligate, the CITY to suspend
performance under or to terminate this AGREEMENT, in whole or in part at the CITY'S
discretion, if XEROX fails to cure such default within. thirty (30) days after receipt of a
written notice thereof from the CITY. If XEROX is unable to cure the breach within said
timefrarne, the CITY shall be entitled to a refund of any and all fees expended to
XEROX by the CITY. In no event will XEROX be responsible for any damage beyond
the amount of the license fee or for any indirect, special, incidental, consequential or
similar damages or profits to you or any other person, or entity, regardless of the legal
basis, even if XEROX has been advised of the possibility of such damages, except to
the extent applicable state law specifically prohibits such exclusion. Should the CITY
continue using the SYSTEM for a longer period, such continued use shall be subject to
the resolution procedures set forth in Article 15.
B. The CITY also
shall have the
right to
terminate this
AGREEMENT
for
convenience, in whole
or in part, without
XEROX
being in default
thereunder. In
the
event that the CITY chooses to so terminate all or part of this AGREEMENT, the CITY
shall provide XEROX with written notice thereof, and XEROX will, upon receipt of such
notice, take all reasonable steps to comply with such notice and minimize termination
costs. The CITY shall be liable to XEROX for cost of equipment and services
satisfactorily provided to the date of notice to terminate and for reasonable costs as
approved by the city incurred by XEROX in the termination of subcontracts, removal of
XEROX Agreement Contract No. 2978 v.2-27-94
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installation and test equipment, and other costs directly related to such termination that
are agreed upon by the parties.
16.2 Notification of Termination
Any such termination shall be effected by delivery to XEROX of a written Notice of
Termination specifying whether termination is for the default of XEROX or for the
CITY'S convenience, the extent to which work under this AGREEMENT is to be
terminated, and the date upon which such termination becomes effective. If the Notice
of Termination is given for default and XEROX believes that its failure to perform is due
to excusable delays, XEROX rshall give the CITY written notice of the basis for its belief
prior to the expiration of the cure period as authorized in this AGREEMENT. The CITY
shall review XEROX's submission and advise XEROX accordingly. If the CITY
disagrees with XEROX's belief and it is later determined by a court of competent
jurisdiction that XEROX's failure to perform is due to an Excusable Delay, as defined in
Article 13, the Notice of Termination shall be deemed to have been issued at the
convenience of the CITY and the rights and obligations of the Parties hereto shall in
such event be governed accordingly.
16.3 Effect of Termination Notification
After receipt of a Notice of Termination, and except as otherwise directed by the CITY in
writing, XEROX shall stop work under this AGREEMENT on the date and to the extent
specified in the Notice of Termination. XEROX shall place no further orders or
subcontracts for materials, services, or facilities except as may be necessary for
completion of such -portion of the work under this AGREEMENT as is not terminated.
XEROX Agreement Contract No. 2978 v.2-27-14
Page 35 of 78
XEROX shall terminate all orders and ,subcontracts to the extent that they relate to the
performance of work terminated by the Notice of Termination.
XEROX shall be paid for items it delivers hereunder. XEROX and the CITY shall work
together in good faith to determine and agree upon the whole or any part of the amount
or amounts to be paid to XEROX by reason of the total or partial termination of work
pursuant to this Article. The CITY shall retain any and all software purchased prior to
the termination.
XEROX shall complete performance of such part of the work as shall not have been
terminated by the Notice of Termination. XEROX shall take such action as may be
necessary, or as the CITY may direct, for the protection and preservation of all
equipment, materials, and other property related to this AGREEMENT which are in the
possession of XEROX and in which the CITY have or may acquire an interest.
XEROX shall proceed immediately with the performance of the obligations specified in
Article 16.3, notwithstanding any delay in determining or adjusting the prices and
compensation due XEROX under this AGREEMENT.
16.4 Invoicing of Non -Default Terminafion Expenses
After receipt of a Notice of Termination for the CITY'S convenience, XEROX shall
submit to the CITY its invoices for any termination expenses specifically allowed under
this AGREEMENT, as instructed by the Project Coordinator and in sufficient detail to
al -low the Project Coordinator to verify that such non -default termination costs are
properly categorized and payable under this AGREEMENT. Such invoices shall be
submitted promptly, but in no event later than ninety (90) calendar days after the
effective date of termination, unless one or more extensions in writing are granted by
the Project Coordinator upon good cause shown by XEROX in writing within such
period or any authorized extension thereof.
XEROX Agreement Contract No. 2978 v.2-27-14
Page 36 of 78
16.5 Failure to Agree on cost
If XEROX and the CITY fail to agree in whole or in part, as provided in Article 16.3, as to
the amounts to be paid to XEROX in connection with the termination of work for the
convenience of the CITY, XEROX shall, nevertheless, be entitled to payment for the
following:
All amounts and expenses incurred by XEROX in the performance of the work on this
AGREEMENT prior to effective date of said termination not previously paid to XEROX,
and such additional amounts as may be incurred out of necessity within a reasonable
time thereafter with the written approval of or as directed by the CITY; provided,
however, that XEROX shall proceed as rapidly as practicable to discontinue all
additional costs related to the terminated portions of this AGREEMENT.
So far as not included under Article 16.5(A), the reasonable costs of settling and paying
claims arising out of the termination of work under subcontracts or orders, as provided
in Article 16.3, which are related to the terminated portion of this AGREEMENT.
16.6 Deductions from Agreed To costs
In arriving at the amount due XEROX under this Article 16 there shall be deducted:
All payments theretofore made to XEROX applicable to the terminated portion of this
AGREEMENT.
Any amount due the CITY from XEROX in connection with this AGREEMENT.
C. The agreed price for, or the proceeds of sale of, any materials, supplies or other
things acquired by XEROX and sold pursuant to the provisions of this ARTICLE and not
otherwise recovered by or credited to the CITY.
ARTICLE 17. LIABILITY
Nothing herein shall be construed as a waiver of sovereign immunity by the CITY as
provided in Section 768.28, Florida Statutes, as amended from time to time, or any
other law providing limitations on claims.
XEROX Agreement contract No. 2978 v.2-27-14
Page 37 of 78
17.1 Indemnification
XEROX shall indemnify and hold harmless the CITY, their agents, officials, and
employees, from and against any and all claims, demands, actions at law and in equity,
liabilities, costs, and expenses, including without limitation court costs and attorney's
fees, that may hereafter at any time be asserted against or incurred by the CITY and
which arise from or are in any way related to loss of life, personal injury, or damage to
personal property resulting from the willful misconduct or negligent act or omissions of
XEROX, its employees, or subcontractors. The CITY agrees to notify XEROX as soon
as practical of any such claim, demand, or cause of action for which the CITY will
request indemnification from XEROX. If, by agreement between the Parties, XEROX
undertakes, at its sole expense, the defense of any such claim, demand, or cause of
action, the CITY shall cooperate with XEROX in regard to its defense of the same.
17.2 indemnification Regarding Patent Rights, Copyrights, Proprietary Data and
Trade Secrets
XEROX does hereby agree to indemnify and hold harmless the CITY, their officials and
employees ("Indemnified Parties") against all claims, costs, and expenses (including
reasonable attorney's fees and all costs of dispute resolution, in whatever manner
pursued) arising out of or relating to XEROX's violation or infringement of any U. S.
(including both federal and state) trade secret (as the term "trade secret' is defined by
Florida law"), proprietary information, trademark, copyright, or patent right, in connection
with the use of the SYSTEM, or any portion or component thereof, by an Indemnified
Party. XEROX, at its option and at its sole expense, shall defend or settle any such
XEROX Agreement Contract No. 2978 v.2-27 l4
Page 38 of 78
action or claim arising as described herein, and each indemnified Marty promises to
reasonably cooperate with such defense or settlement.
If, as a result of any claim to which paragraph (A) above is applicable, the continued use
of the SYSTEM, or any portion thereof, for the purpose intended is enjoined by any
court of competent jurisdiction or otherwise impacted in any way, XEROX shall, at its
sole expense, either; (i) replace the infringing products, hardware, or software, without
additional charge, with a compatible functionally equivalent and non -infringing product;
or (ii) modify the products to avoid the infringement, while maintaining equivalent
functionality; or (iii) attain a license for the CITY to continue use of the products in a
manner consistent with, and as provided in, this AGREEMENT and shall pay all fees
required for such licenses. If, after due diligence and best efforts, neither (i), (ii), nor (iii)
above can be accomplished, XEROX shall remove the SYSTEM, without harm or
damage to property of the CITY, and shall refund the total purchase price to the CITY.
This Article 17.2 states the entire liability of XEROX with respect to infringement of
patents and copyrights by the Equipment, XEROX Software, or any of their parts.
17.3 Limitation of Liability
Neither XEROX, its subcontractors nor its suppliers will be liable for any claims, actions,
suits, proceedings, costs, expenses, damages, or liabilities arising solely out of any
negligent act or omission of the CITY, unle s ptherwise specifically provided in this
AGREEMENT. The provisions of this Arti
hall apply r
provisions of the AGREEMENT. The provisions of this Articl
nding any other
V6
all survive the
expiration or termination of this AGREEMENT. In no event shall XEROX or the CITY be
XEROX agreement Contract No. 2978
Page 39 of 78
v.2-27-14
liable for any incidental, special, or consequential damages. Except for damages
related to personal injury, death, and actual damage to personal property directly
caused se.
us d by XEROX, its employees or subcontractors, and compliance with Article
XEROX's total liability under this AGREEMENT shall be limited to the Contract Price as
set forth in Article 3 of this AGREEMENT. In addition to the total liability amount above,
and in the event of XEROX's breach of this AGREEMENT, XEROX will pay up to 2% of
the Contract Price for the administrative costs to re -procure the SYSTEM specified in
this AGREEMENT.
ARTICLE 18. BONDS
18.1 Performance and Payment Bond
Within seven (7) calendar days after. the Effective Date, and after contract signing
XEROX shall deliver to the CITY a performance and Payment bond, to secure the
faithful performance by XEROX of all the terms, covenants, and conditions of this
AGREEMENT and the prompt payment, by XEROX, of amounts due all persons
supplying labor, services, equipment, or material used in the prosecution of the work to
be performed under this AGREEMENT and any and all duly authorized modifications
thereof. Such bond shall meet all requirements of applicable law and shall be issued by
on an annually renewable basis a surety, and in a form, acceptable to the CITY, and in
an amount equal to five (5%) of the total price specified in Attachment Gt without any
deduction therefrom. Such performance and payment bonds may be issued on annually
renewable bond forms to be provided by Xerox's Surety Bond Broker.
XEROX Agreement contract No, 2978 v.2•27-14
Page 40 of 78
ARTICLE 19. INCORPORATION OF DOCUMENTS AND DEFINITIONS
19.1 Incorporation of Proposals
Any reference to the "AGREEMENT" in these documents includes this document and
said Attachments. The effect, significance and applicability of the various documents or
sections thereof are as specified in those portions of the AGREEMENT which matte
specific reference to them.
19.2 Incorporation of Attachments
The following documents, which are attached to this AGREEMENT, are hereby
incorporated into and made a part of this AGREEMENT wherever referred to in the text
as though they, and all materials and documents contained therein, were set forth at
length:
Attachment A:
Attachment E:
Attachment C:
Attachment D.
Attachment E:
19.3 Glossary
Hardware and Equipment Specifications
Project Milestones and Payment
Schedule of Deliverables and Values
Change Order
FH Medic Field Mapping and Field Values
Capitalized terms used in this AGREEMENT, including Attachments hereto, shall have
the following meanings:
Acceptance Tests
Those tests described in the Acceptance Test
XEROX agreement Contract No. 2978 v.2-27-94
Page 41 of 78
Site
Cloud (Cloud Storage)
Confidential Information
Plan.
A location at which, or a building within which, any
portion of a SYSTEM is to be constructed or
installed.
Model of networked enterprise storage where data
is stored in virtualized pools of storage which are
generally hosted by third parties.
Any information that is disclosed in written,
graphic, verbal, or machine -recognizable form,
and is marked, designated, or identified at the time
of disclosure as being confidential or its
equivalent; or if the information is in verbal form, it
is identified as confidential at the time of
disclosure and is confirmed in writing within thirty
(30) days of the disclosure. Confidential
Information does not include any information that:
is or becomes publicly known through no wrongful
act of the receiving Party; is already known to the
receiving Party without restriction when it is
disclosed; is or becomes, rightfully and without
breach of this AGREEMENT, in the receiving
Party's possession without any obligation
restricting disclosure; is independently developed
XEROX Agreement Contract No. 2978 v.2M27-14
Page 42 of 78
Contract Price
Date of Final Acceptance
EDMS
Effective Date
Equipment
Final Acceptance
Force Majeu re
by the receiving Party without breach of this
AGREEMENT; or is explicitly approved for release
by written authorization of the disclosing Party.
The price for purchase of the SYSTEM as
provided in this AGREEMENT and in Attachment
C.
Date specified by the CITY in their notice of final
acceptance which advises XEROX that installation
and construction of the SYSTEM has been
completed in accordance with this AGREEMENT
and by which the CITY accepts the SYSTEM.
The
CITY'S
Electronic
Data Management
System.
The
date
indicated
on the first page
of the
AGREEMENT.
The equipment purchased by the CITY under this
AGREEMENT, as set forth in Attachment A.
The SYSTEM is operating as warranted, all
performance required pursuant to this
AGREEMENT is complete, and the CITY has
notified XEROX of their final acceptance of the
SYSTEM.
An event
constituting
an Excusable
XEROX Agreement Contract No. 2978 v.2•27-14
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Delay
Infringement Claim
Major System Failure
Minor System Failure
XEROX Software
Non-XEROX Software
Open Source Software
Project
pursuant to Article 13.
A third party claim
alleging that Equipment
manufactured by XEROX or the XEROX Software
directly infringes upon the third party's United
States patent or copyright.
A failure in which the entire SYSTEM is out of
service or in which functionality of the SYSTEM is
degraded to the point that the SYSTEM is not
substantially providing the level of coverage or
usage required.
A failure in which some features of the SYSTEM
are inoperative, but which does not render the
entire SYSTEM unusable or significantly degrade
its performance.
Software owned by XEROX or its affiliated
company.
Software owned by a party other than XEROX or
its affiliated company.
Also called "freeware" or "shareware", Open
Source Software means
software
that has
its
underlying source code
freely
available
to
evaluate, copy, and modify.
The scope of equipment, software, testing, training
XEROX Agreement Contract No. 2978 v.2-27-94
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Project Milestones
Proprietary Rights
Software
Specifications
and services required to implement the SYSTEM.
The events enumerated in the Project Schedule,
Attachment B, and Schedule of Deliverables and
Values, Attachment C, that serve as the basis for
payments by the CITY.
The patents, patent applications, inventions,
copyrights, trade secrets, trademarks, trade
names, mask works, know-how, and other
intellectual property rights in and to the equipment
and Software, including those created or produced
by XEROX under this AGREEMENT and any
corrections, bug fixes, enhancements, updates or
modifications to or derivative works from the
Software whether made by XEROX or another
party.
The XEROX Software and Non-XEROX Software,
in object code format, that is furnished with the
SYSTEM or equipment.
The functionality and performance requirements
for the SYSTEM described in the Attachments A,
B and C.
XEROX Agreement Contract No. 2978 v.2-27-74
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System
One (1) FIREHOUSE ("FH") Web Bundled
System, twenty-nine (29) FH Web Additional
Licenses, one {1} FH Telestaff Roster Interface,
one (1) FH Web Premier 1 CAD Interface, SQL
Standard (per 2 core license) Production 6, SQL
Server Standard Crevice GALS - Training RNI 15,
SQL Server Standard [device GALS - Admin PC'S
5, provide technical expertise to assist city in
creating and configuring all User defined fields
listed in RFP response, one (1) FH Web Complete
System Support, twenty-nine (29) FH Web
Additional User Support, one (1) FH Web Premier
1 CAD Interface Support, fifteen (15) FH Medic
Integrated Suite Unlimited, one (1) Sketch Preplan
Drawing Module, one (1) Analytics with five (5)
named users module, seven (7) software licenses
for FH Inspector for the iPads, National Fire
Incident Reporting System (NFIRS) Reporting,
National Emergency Medical Services Information
System (NEIVISIS), Emergency Medical Services
Tracking and Reporting System (EMSTARS)
Reporting, twenty-six (26) Motorola Bar Scanners,
twenty-six (26) software licenses for inventory
XEROX Agreement contract No. 2978 v.2-27-14
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System Acceptance
management with bar coding, forty (40) packages
of labels, one (1) sketch support, one (1) Analytics
support, seven (7) inspector for the iPad support,
twenty-six (26) bar coding support, twenty-six (26)
bar coding label licenses, one (1) 2009 NFPA 101
Life Safety Code Violation Codes, one (1) 2009
NFPA 1 Life Safety Violation Codes, one (1)
Occupancy and Inspections Conversions, one (1)
Fire Incident Conversion, one (1) automated PDF
Printing of all approved reports with a City's
EDMS "EDMS") component that includes index
data fields, FireView interface, LIFEPAK Interface
to FH Medic, geofile address
validation/verification functionality, one (1) Kaplan
interface, and training ("SYSTEM") and all
software, installation, configuration, integration,
data conversion, documentation, materials,
training, labor and project management services
for u se by
CTFD").
the Tallahassee Fire Department
System Acceptance occurs upon the completion
of the System Acceptance Test Plan and the
approval of the test results by the Project
XEROX Agreement Contract No. 2978 v.2-27-14
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Coordinator.
Warranty Period The period
during
which the
SYSTEM,
installation, and
Software
is warranted
by XEROX,
as specified in Article 7.1.
ARTICLE 20. ORDER OF PRECEDENCE BETWEEN AGREEMENT AND
ATTACHMENTS
In the event of an inconsistency between any of the provisions of this AGREEMENT
and/or the Attachments hereto, the inconsistency
precedence in the following order:
Articles of this AGREEMENT
Attachment C - Schedules of Deliverables and Values
Attachment B -- Project Milestones and Payment
Attachment A - Hardware and Equipment Specifications
Attachment D — Change Order
shall be resolved by giving
Attachment E - FIB Medic Field Mapping and Field Values
ARTICLE 21. GENERAL PROVISIONS
21.1 Construction of Provisions and Titles Herein
All titles or subtitles appearing herein have been inserted for convenience, and shall not
be deemed to affect the meaning or construction of any of the terms or provisions
hereof. The language of this AGREEMENT shall be construed according to its fair
XEROX Agreement Contract No. 2978 v.2-27-14
Page 48 of 78
meaning, not strictly for or against the CITY or XEROX, and not against any of them as
its drafter since the Parties all had an equal hand in drafting this AGREEMENT. The
singular shall include the plural; use of the feminine, masculine, or neuter genders shall
be deemed to include the genders not used.
21.2 Number of Originals
The number of original texts of this AGREEMENT shall be equal to the number of the
Parties, one text being retained by each Party.
29.3 Severability
If any
portion
of this AGREEMENT or any
Attachment or portion
thereof is held to
be
invalid
by a
court of law such provision
shall be considered
severable, and
the
remainder of this AGREEMENT shall be construed and enforced, in a manner
consistent with the intent of the Parties, as if it did not contain such provision.
21.4 Interpretation, Enforcement, and Venue
This AGREEMENT shall be enforced and interpreted under the laws of the State of
Florida.
All suits relating to
breach,
enforcement, or construction of
this
AGREEMENT,
including
all Attachments
and the
Software Licenses, shall be
filed
in a court of
competent jurisdiction in Leon county, Florida.
21.5 Effective Date
The Effective Gate of this AGREEMENT shall be the date evidenced on the first page of
this AGREEMENT.
XEROX Agreement Cort"d No. 2978 v.2-27-74
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21.6 Integrated Agreement
This AGREEMENT sets forth all of the rights and duties of the Parties with respect to
the subject matter hereof, and replaces any and all previous AGREEMENTS or
understandings, whether written or oral, relating thereto. This AGREEMENT may be
amended only as provided in Article 21.7.
21.7 Amendment
All amendments hereto shall be in writing and signed by the persons authorized to bind
the Parties. The Project Coordinator shall be responsible for processing all proposed
amendments to the AGREEMENT for signature by the CITY.
21.8 Breach
If any Party fails to perform, in whole or in part, any promise, covenant, or agreement
set forth herein, or should any representation made by any Warty be untrue, the
aggrieved Party, in accordance with the terms of this AGREEMENT, may avail itself of
all rights and remedies, at law or equity, in the courts of law.
21.9 Independent Contractor
XEROX is acting hereunder as an independent contractor and not as an agent or
employee of the CITY. XEROX shall not represent or otherwise hold out itself to be an
agent or employee of the CITY.
21.10 Prohibition Against Assignment or Delegation
XEROX may not, unless it has first obtained the written permission of the CITY:
XEROX Agreement Contract No. 2976 v.2-27-14
Page 50 of 78
Assign or otherwise alienate any of its rights hereunder, including the right to payment.
Delegate, subcontract, or otherwise transfer any of its duties hereunder.
21.11 Permits
XEROX shall obtain, at its sole cost and expense (if any), all permits and licenses, of
any kind, that are required for the performance of work under this AGREEMENT or for
operation of the SYSTEM.
21.12 Claims for Labor and Materials
XEROX shall promptly pay when due all amounts payable for labor and materials
furnished in the performance of this AGREEMENT so as to prevent any lien or other
claim under any provision of law from arising against any of the CITY (including reports,
documents, and other tangible matter produced by XEROX hereunder), against
XEROX's rights to payments hereunder, or against the CITY, and shall pay all amounts
under the applicable laws relating to Unemployment Insurance or compensation with
respect to such labor.
21.13 Insurance
21.13.1 Insurance Requirements
Prior to commencing performance under this AGREEMENT, XEROX shall procure and
maintain, at its cost and expense and for the duration of the AGREEMENT, the
insurance coverage described in this Article 21.13 against claims which may arise from
or in connection with the performance of the work or services hereunder by XEROX and
XEROX Agreement Contract No. 2978 v.2•27-14
Page 51 of 78
Its employees. XEROX shall require its agents and subcontractors to also carry and
maintain insurance as outlined by this section at agents? and subcontractors' expense.
All coverage shall be written on an occurrence or per accident basis.
21.13.2 Required Coverage
XEROX shall maintain coverage with limits no less than the following:
(a) Cornm�ercial General Liability Insurance - $1,000,000 limit per occurrence for
property damage and bodily injury. The insurance shall include coverage for the
following:
Premise/Operations
Explosion, Collapse and Underground Property Damage Hazard (only when applicable
to the Project)
Products/Completed Operations
Contractual
Independent Contractors
Broad Form Property Damage
Personal Injury
(b) Wo
ers' Compensation
EmOo
Liabili
Insurance -- Workers'
Compensation coverage with benefits and monetary limits as set forth in Chapter 440,
Florida Statutes. This policy shall include Employers' Liability coverage for $11000000
per accident. Workers' compensation coverage is required as a condition of performing
work or services for the CITY whether or not XEROX is otherwise required by law to
provide such coverage.
XEROXAgreement Contract No. 2978 v.2-27.94
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21.13.3 other Insurance Provisions
(a) Commercial General Liability Coverage
The CITY, members of its City Commission, boards, and committees, and their
respective officers and employees along with any members of the Fire Department
acting as agents or volunteers for the CITY, are to be included as additional insured
with respect to liability arising out of activities performed by or on behalf of XEROX.
The coverage shall contain no special limitations on the scope of protection. afforded to
any such entities or persons. The additional insured requirement may be met through
a blanket additional insured basis
XEROX's insurance coverage shall be primary insurance as respects the CITY (but only
if and where
CITY'S insurance is
not primary), and as
members of its
City Commissions
boards, and
committees, and
respective officers
and employees
along with any
members of the Fire Department acting as agents or volunteers for the CITY. Any
insurance or self-insurance maintained by any such entities or individuals shall be in
excess of XEROX's insurance and shall not contribute with it.
Coverage shall state that XEROX's insurance shall apply separately to each insured
against whom a claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
(b) Workers' Compensation and Employers' Liability
The insurer shall agree to waive all rights of subrogation against the CITY, and .its City
Commission, boards, and committees, and their respective officers and employees
along with any members of the Fire Department acting as agents or volunteers for the
XEROX Agreement Contract No. 2978 v.24744
Rage 53 of 78
21.14 Consent
Whenever consent or approval of a Warty is required, that Party shall not unreasonably
withhold or delay the granting of such consent or approval.
21.15 Survival
The obligations of the Parties that, by their nature, continue beyond the term of this
AGREEMENT, will survive the termination of this AGREEMENT.
21.16 Waivers
No waiver by a Party of any provisions of this AGREEMENT shall be deemed to be a
waiver of any other provision hereof or of any subsequent breach by that Party of the
same or any other provisions. Any waivers hereunder must be in writing and signed by
the waiving party.
21.17 Time of Essence
Time is of the essence as to each provision of this AGREEMENT that specifies a time
within which performance is to occur. In the absence of any specific time for
performance, performance shall be completed within a reasonable time. XEROX and
the CITY agree that timely completion of the SYSTEM is of critical importance to the
CITY.
21.18 Product Substitutions
During the performance of work and provision of services under this AGREEMENT, it is
understood that XEROX may, in accordance with Article 14.4 and with the written
XEROX Agreement Contract No. 2978 v.2-27-14
Page 55 of 78
consent of the CITY, implement changes in the products set forth in this AGREEMENT,
or substitute products of more recent design; provided, however, that any such
changes,
modifications, or
substitutions,
under normal and proper use, shall
not
adversely
affect physical
or functional
interchangeability or performance of
the
SYSTEM, their components, or any other equipment or systems, except where there is
written AGREEMENT between the Parties that specific characteristics will be so
affected.
21.19 Copyright of Proprietary Data Notices
The CITY shall affix copyright or proprietary data notices, as provided by XEROX,
where necessary or proper in accordance with XEROX`s direction. The CITY further
agree to reproduce and include said copyright or proprietary data notices on any copies,
in whole or in part, in any reasonable form, for the SYSTEM as such notices may be
requested in the future by XEROX.
21.20 Confidentiality of Information
The CITY and XEROX acknowledge that the CITY is subject to the Florida Public
Records Law (Chapter 119, Florida Statutes). The Parties further acknowledge that
some, or all, of the information, materials, or documents provided to the CITY by
XEROX may be "public records" and, as such, may be subject to disclosure to, and
copying by, the public unless otherwise specifically exempt by statute. Should XEROX
provide the CITY with any materials which it believes, in good faith, contain information
which would be exempt from disclosure and/or copying under Florida law, XEROX shall
indicate that belief by typing or printing, in bold letters, the phrase "Proprietary
XEROX Agreement contract No. 2978 v.2-27-14
Page 56 of 78
Information" on the face of each affected page of such material and shall submit to the
CITY both complete and a redacted copy of each affected page. Should any person
request to examine or copy any material so designated, the CITY will produce for that
person only the redacted copy of the affected page. If the person requests to examine
and/or copy the complete copy of the affected page, the CITY shall notify XEROX of
that request, and XEROX, within thirty-six (36) hours of receiving such notification, shall
either permit or refuse to permit such disclosure and/or copying. If XEROX refuses to
permit disclosure and/or copying, XEROX shall hold harmless and indemnify the CITY
for all expenses, costs, damages, and penalties of any kind whatsoever which may be
incurred by the CITY and/or assessed or awarded .against the CITY and in favor of the
person making such request, in regard to the CITY' refusal to permit disclosure and/or
copying of such material. If litigation is filed in relation to such request and XEROX is
not initially named as a party, XEROX shall promptly seek to intervene as a defendant
in such litigation to defend it claim regarding the confidentiality of such material. This
provision shall take precedence over the confidentiality provisions of all licenses and
other agreements that may apply to the SYSTEM, or to any equipment, other
components, or software which is a part thereof, and shall constitute the CITY'S sole
obligation with regard to maintaining confidentiality of any proprietary material, of any
kind. This provision shall apply to the use or maintenance and support of either XEROX
Software or Non-XEROX Software included in the SYSTEMS.
21.21 assignment
XEROX shall not, at any time during the term of the AGREEMENT, subcontract any part
of its operations or assign any portion or part of the AGREEMENT, except as approved
by the Project Coordinator, which approval will not be unreasonably withheld.
XEROX Agreement Contract No. 2978 v.2-27.94
Page 57 of 78
Notwithstanding any other provision of this AGREEMENT to the contrary and without
any additional consideration, the CITY shall have the unlimited right to assign all of its
rights and obligations, including the right to transfer title, for all deliverables specified for
in this AGREEMENT as of the date of this AGREEMENT, to any part or all of the
SYSTEMS, to a nonprofit corporation or any other entity. If the CITY assigns their rights
hereunder, the CITY shall so notify XEROX in writing, and the CITY'S assignee shall
assume all of the CITY'S obligations hereunder. XEROX agrees that the CITY may
directly enforce the warranties and indemnification provisions set forth in this
AGREEMENT including the pursuit of any remedies available at law or in equity
provided, however, that such right of enforcement shall only be held by the CITY or their
assignee, but not both. The CITY agrees that they shall be responsible for all
obligations pursuant to the Schedule of Deliverables and Values in Attachment C due
and owing on the date of assignment, unless XEROX provides express written approval
for the transfer of such obligations. The CITY shall not assign any -rights hereunder to
any party that is an actual or potential competitor of XEROX. In the event that the CITY,
with written notice to XEROX, assign Equipment and deliverables under this
AGREEMENT to a third party, the CITY agrees to require such third party to execute a
software license agreement with XEROX like that set forth in this AGREEMENT,
21.22 Books and Records
XEROX, its subcontractors and consultants, shall retain, for a period of three (3) years
following the Date of Final Acceptance, all books, drawings, specifications, documents,
and other records of any kind whatsoever relating to the provision of services, the
performance of work, or the furnishing of equipment, material, or components under this
XEROX Agreement Contract No. 2978 v.2»27»14
Page 58 of 78
AGREEMENT. So long as such records are retained, and to the extent necessary to
verify the accuracy of XEROX's invoices, the CITY, or their representatives, shall have
the right to inspect the same, after three (3) days prior notice, at any time during normal
working hours at the locations where such records are kept in the normal course of
business. This provision shall not require XEROX to disclose its confidential,
proprietary cost pricing data and information.
21.23 Applicable Laws
In carrying out the obligations under this AGREEMENT, XEROX, its subcontractors,
consultants, and suppliers, shall comply with all federal, state, and local laws, statutes,
ordinances, rules, and regulations that apply to such performance.
21.24 Preservation of Proprietary Rights
XEROX, the third party manufacturer of any Equipment, and the copyrights owner of
any Non-XEROX software own and retain all of their respective Proprietary Flights in
the Equipment and Software, and nothing in this Agreement is intended to restrict their
Proprietary Rights. All intellectual property developed, originated, or prepared by
XEROX in connection with providing to the CITY the SYSTEM or related services
remain vested exclusively in XEROX, and this AGREEMENT does not grant to the
CITY, any shared developmental rights of intellectual property. Except as explicitly
provided in the applicable software license agreements, XEROX does not grant to the
CITY, either directly or by implication, estoppel, or otherwise, any right, title or interest in
the Proprietary Rights. The CITY will not modify, disassemble, peel components,
decornpile, otherwise reverse engineer or attempt to reverse engineer, derive source
XEROX Agreement Contract No. 2978 v.2-27.14
Page 59 of 78
code of create derivative works from, adapt, translate, merge with other software,
reproduce, distribute, sublicense, sell or export the Software, or permit or encourage
,any third party to do so. The preceding sentence does not apply to Open :Source
Software that is governed by the standard license of the cop I yright owner.
21,25 Cooperative Statement
This contract shall be for the use of the City of Tallahassee, In addition, specific ellgibtle
political subdivisions or public health institutions may also participate, subject to
XEROX's a. I pproval, at their discretion.
IN
WITNESS WHEREOF, the Parties have caused
this
AGREEMENT to be execute
by
their
duly
authorized
representatives as of
the last
day
and
year written below.
Attest:
By
James
Approvi
CITY OF TArLLAHASSEE
By:
Anita Favors
City Manager
Cooke, IV, City Treasurer -Clerk
as to form:
IF 0 W
Attorney
Date executed by CITY:
ThMpson %W01
XEROXAgreement Contract No. 2978 v.2-27-14
Page 60 of 78
A
XEROX
O r
LLC
•4 W
MMI
t0""XERb0,
y.
TITLE
XEROX Agreement Contract �No. 2978
Page, of 78
r . I( P
ATTACHMENT "A"
HARDWARE SPECIFICATIONS
Hardware ;
4
ES3563001-SVR
ES3/356OR G3 Server With TPM
4
ES3503071-CPU
ES3000 G3 Base E5-2640 2.50GHz, 15M Cache, 7.2GT/s QPI,
Turbo, 6C, 95W
4
ES3563072-CPU
ES3/3560R G3 Base Processor Heat Sink Kit
4
ES359901 1 -NOS
ES3000 No Operating System
ES3/3560R G3 Shipping 1
4
ES356301 1 -SHP
4
ES3563012-SHP
ES3/3560R G3 Shi in 2
4
ES35031 01 -SHP
ES Re uired Confi uration Info
4
ES3500003-OPT
ES3/35xx No Media Re uired
1
6
ES3503025-MEM
ES3/35xx G3 4GB 1 R x4 RDIMM, 1333 MHz, LV
4
ES3503012-MEM
ES3/35xx G3 1333 111'iHz RDIMMs
4
ES3503001-OPT
ES3/35xx G3 Power Savin Active Power Controller
4
ES3503004-OPT
ES3/35xx G3 UEF1 BIOS Setting
4
ES3503022-PWR
ES3/35xx G3 Redundant 1 +1 , Hot -plug 75OW PSU
ES3/3560R G3 Read Rails With CIVIA
4
ES3563001--RCK
4
ES3503073-CPU
ES3000 G3 2nd E5-2640 2.50GHz, 15M Cache, 7.2GT/s QPI,
Turbo, 6C, 95W
4
ES3503074--CPU
ES3000 G3 DIMM Blanks for Systems with 2 Processors
4
ES3563075-CPU
ES3/3560R G3 2nd Processor beat Sink Kit
4
ES3503001-MEM
ES3/35xx G3 Performance Optimized
8
ES3599181-DSK
30OGB 15K SAS,6G,3.5,HP
1
6
ES3599161-DSK
60OGB 15K SAS,6G,3.5,HP
4
ES3563001-DOC
ES3/3560R G3 EDOCS and O enMana a DVD
4
ES3563001-BZL
ES3/3560R G3 Kit with Bezel
4
ES3563021-SVR
ES3/3560R G3 Up to 8 - 3.5" Hard Drives
4
ES3503021-SMC
ES3/35xx G3 iDRAC7 Enterprise
4
ES359901 1 -ODD
ES3000 DVD+/-RW ROM, SATA, Internal
8
ES3599021-PDU
ES3000 C13-C14, PDU, 12AMP, 6.5 FT, 2
4
ES359901 1-NKB
ES3000 No Ke board
4
ES3503011-LOM
ES3/35xx G3 Intel Ethernet 1350 QP 1 Gb Network Day hter Card
4
ES3563004-OPT
ES3/3560R G3 Riser 6 - x8 PCIe slots + 1 - x16 PCIe slot
4
ES3563121-RAD
ES3/356OR G3 RAID 1+RAID 5 for H71OP/H710/H310 (2 + 3-14
HDDs
4
ES3503003-RAD
ES3/35xx G3 PERC H710 Integrated RAID Controller, 512MB NV
Cache
4
WUL3563221-WWP
ES3000 3560R G3 5 r 7x24x4 Warranty Upgrade
Software :
4 1
WDS2826404-LI
Windows
Server 2008 R2 Std
Edition
5 CALs
XEROX Agreement contract No. 2978 v.2-27^14
Page 62 of 78
E FH Medic System Requirements
System Requirements
ififfininium Recommended
SOS: - - - -- --- - Windows MCP SP3 FPrindows 7 32 or 64-bit
Processor: 1 Ghz3 Ghzorhigher
IMemory (RAM): 12. GB 4 GB or more
Drive Space: 2Q G B
l
iVideo Display: ---.y..�... 80 x G{�0
_ i
€ lute net Bandwidth: � p .�.��.�.
15�12 Kb s
��icrasoft.f�et Framework: �..Q ._....�w�.__ �....�. .� ......._....._.......1
* if you have a cardiac monitor you wish to interface with PH Medic, a Bluetooth connection is also advised.
B Windows Server 2012, Windows 8 and Microsoft .Surface Tests
OLir compatibility te.SUng continues for FIREHOUSE -Software products with Nindows Server 2012, Windows 0 and
the new I411crosoft Surface tablets. Here's the latest!
• windows Server 2012 - Our tests have been successful. FIREHOUSE Software (Standard, Enterprise, and
Web), and FH CAD Idonitor successfully install and operate normally.
• Windows 8 - FIREHOUSE Software (Standard, Enterprise, and web), FH CAD Monitor, and FH lyledic
successfully install and operate normally. FH I4tobile Prepians and Inspections & Occupancies are not
supported on windows 8.
• windows Surface Tablets -Surface tablets are installed with'Nindows 8 or %hifindows RT. FH products are
not compatible with Surface tablets using Windows RT. Surface tablets running Windows 8 operating
systems will support FH products as noted above.
Wads:
Per Xerox, there is no specific requirement for the iPad needed to run the FH
Inspector application. Xerox recommends the large screen (!Pad mini will work). The
8GB !Pad will work, but 16GB is recommended. TFD will need to determine if they want
to purchase aircards that will provide connectivity and access to the FH system from any
location that is included in service provider coverage area.
XEROX Agreement Contract No. 2978 v.2-27-14
Page 63 of 78
ATTACHMENT "B"
Project Milestones and Payment
Except for a payment that is due on the Effective Date, CITY will make payments to XEROX in
accordance with the Florida Local Government Prompt Payment Act, governed by Chapter 218,
Florida Statutes, following receipt of a Proper Invoice, as defined in Section 218.72, Florida
Statutes, provided that the prerequisite Project Milestones have been completed and accepted
in accordance with this AGREEMENT . City will make payments when due in the form of a
check, cashier's check, or wire transfer: drawn on a U.S. financial institution and in accordance
with the following milestones.
1. 15% due upon contract execution and software delivery;
2. 10% of the Contract Price upon delivery of plans for Functional System Description and
Acceptance Tests, and Interface Requirements Document, Project Schedule, and Cutover Plan;
3. 10% of the Contract Price upon Delivery of Hardware from the City to Xerox listed in
Attachment "C";
4. 10% of the Contract Price upon Delivery of Hardware, listed in Attachment "A", from Xerox to
the City per staging and configuration requirements set forth in the Agreement;
5. 10% of the contract price upon delivery of converted data.
C. 10% of the Contract Price upon software acceptance based on Acceptance Test plans,
Interface requirements document Functional System Description and Acceptance Tests,
Interface Requirements Document, Protect Schedule, and Cutover Plan;
7. 5% of the Contract Price upon Completion of Training;
8. 15% of the Contract Price upon Completion of Live Cut;
9. 15% of the Contract Price upon Final System Acceptance.
XEROX Agreement contract No. 2978 v.2-27-94
Page 64 of 78
ATTACHMENT "C"
SCHEDULE OF DEL1VERIABLES AND VALUES
XEROX Agreement Contract No. 2978 v.2-27-14
Page 65 of 78
Xerox Govertittient Systems, LLC
2900 100th St Suite 309
Urbandale, Iowa 50322
Phone: 800-9?1-5300
Rax: 515-288-4825
E-Mail: r*oger.dedoncker(..-oxer o::.com
QUOTE FOR CONTRACT
BILL TO:
Tallahassee Fire Department (FL)
224 Sixth Street
Tallahasse, FL 32303
0 SIR HOUSE
Softwa►rec'
A Xetox Stnlu;ioa
REP P.O. NUMBER TERMS QUOTE DATE
3/7/2013
SIi1P TO:
Estimate 41893
CUSTOMER NO. 338482
Tallahassee Fire Department (FL)
Lori Roberts
224 Sixth Street
Tallahasse, FL 32303
US Phone: (850)891-6655 Fax:
EXPIRATION DATE
3/31/2014
SHIP VIA
Part Number
Description
Qty
Each
Amount
330001
FH Web Bundled System
Fire avid EMS Reporting, Staff Activities avid Training,
Occupancy Management,, Apparatus Equipment and
Inventory, Hydrant Tracking
i
$9,995.00
$ 9,995.00
330002
FH Web Additional Licenses
29
$1,495.00
1$4j945.00
", 3,355.00
350014
FH Sketch Preplan Drawing Nodule (30 Concurrent
Licenses)
1
$4,945.00
350022
FH Analytics • 5 Named Users
1
$10,000.00
$10,000.00
350016
FH Inspector for Paid (Hardware not Included)
7
$750,00
$5,250.00
350017
hlotorola Bar Scanner w/3 yr Warranty
Motorola MC3100 Scanner
26
$1,125.00
$29,250.00
350018
FH Bar Coding Software
26
$715.00
$18*590.00
360041
FH Bar Coding Labels (40x1000)
40
$120.00
54,800.00
360027
FH Telestaff Roster Interface
1
$2,600.00
$2,600.00
342003
FH Web Premier 1 CAD Interface
1
$15,000.00
$15,000.00
350034
FH Medic Unlimited (Annual Fee)
15
$1,300.00
$19,500.00
360031
Kaplan Interface (Annual Fee)
1
$4,500.00
$4,500.00
360037
2009 NFPA 101 Life Safety Violation Cacles
1
$10000.00
$1,000.00
360036
2009 NFPA 1 Life Safety Violation Codes
1
$1,000.00
$1.000.00
360031
SQL Standard (per 2 core license) Production 6
1
$12,888.00
$121$88.00
360031
SQL Server Standard Device GALS - Training RM 15
1
$1,845.00
$10845.00
360031
SQL Server Standard Device CALS - Admin PC$ 5
1
$615.00
$615.00
SubTotal
$185,133.00
360030
Occupancy/Inspection Conversion
I 1
J :$10,000.00 T$10,000.00
XEROX Agreement Contract No. 2978 v.2-27-14
Page 66 of 78
Xerox Governinent Systews, LLC Quotation
2900 100th St Suite 309 CUSTOMER NO, 338482 41893 (Continued)
Urbandale, Ionia 50322
Phone: 800-921-5300
Fax: 515-288-4825
Web: wnwwAr-ehousesoftware.com
E-Flail: dave.stanton@aacs-inc.com
Part Number
Description
Qty
Each
Amount
360030
Fire tncldent Conversion
1
$10000.00
$10,000.00
BL.abels
Bar Coding Labels (1000 per license)
26
$0.00
$0.00
360031
Automated PDF Printing (See Attached)
1
$5,000.00
$5,000.00
360031
Zebra Label Printer : ZT230
ZEBRA LA13EL PRINTER: ZT230 XZT23ODT Label Printer,
Zebra ZT230 Industrial Direct Thermal Printer, With USB,
Serial Interfaces, net -work capability, 1 Ribbon and Network
Cable.
1
$1,200.00
$1,200.00
SubTotal
$26,200.00
373005
FH Web Complete Systern Support (Annual Fee)
1
$1,700.00
$1,700.00
375007
FH Sketch Support (Annual Fee)
1
$2,200.00
$2,200.00
373001
FH Web Additional User Support (Annuat Fee)
29
$?50.00
$7,250.00
375014
FH Analytics Support - 5 Named Users (Annual Fee)
1
$2,000.00
$7,000.00
375509
FH Inspector- for Mad Support (Annual Fee)
7
$150.00
$1,050.00
375010
FH Bar Coding Support (Annual Fee)
?G
$110.00
S4,850.Qa
373003
FH Web Premier 1 CAD Interface Support (Annual Fee)
1
$30000.00
$3,000.00
373005
SQL Standard (per 2 core license) (Annual Fee)
1
$2e094.00
$2,094.00
373005
SQL Server Standard Device CALs - Training Room
(Annual Fee)
1
$360.00
$360.00
373005
SQL Server Standard Crevice CALs - Atlministrator PCs
(Annual Fee)
1
'$120.00
$120.00
SubTotal
$22,634.00
380004
Training on -site charge per day.
Includes Training and other Services
10
$1,595,00
$15,950.00
SubTotal
$15,950.00
Sales Tax (0%) :
q';0.00
ls2491917.00
Quotation Total:
XEROX Agreement contract No. 2978 v.2.2744
Page 67 of 78
CHANGE ORDER #
Date:
Project Name:
Proposal Number:
Customer Name:
Customer Project Mgr:
ATTACHMENT "D$l
Fire Records System (FRMS) for the Tallahassee Fire Department
0106-12-VA-TC
City of Tallahassee
Contract Number and Date No.: 2978
Date:
In accordance with the terms and conditions of the above identified contract between Customer and
XEROX Government Systems, LLC, a Xerox Company the following terms and provisions are mutually
agreed to:
Purpose of Change Order
Contract Price Adjustments
{original Contract Value:
R
Previous Change Order amounts for Change Order
numbers I I- - 1 $0.00
This Change Order:
New Contract Value:
Completion Date Adjustments
Original Completion Date:
Current Completion Date prior to this Change Order:
New Completion Date:
$0.00
XEROX Agreement Contract No. 2978 v.2-27-14
Page 68 of 78
Changes in Equipment: (additions, deletions or modifications)
NIA
Changes in Services: (additions, deletions or modifications)
Schedule Changes: (describe change or NIA)
Pricing Changes: (describe change or NIA)
N/A
Customer Responsibilities: (describe change or N/A)
NIA
Payment Schedule for this Change Order: (describe payment terms for this Change Order)
Unless amended above, all other terms and conditions of the Contract shall remain in full force. If there
are any inconsistencies between the provisions of this Change Order and the provisions of the Contract,
the provisions of this Change Order will prevail.
XEROX Agreement Contract No. 2978 v.2-27-14
Page 69 of 78
IN WITNESS WHEREOF the parties have executed this Change {order as of the last date signed below.
XEROX
By:
Name:
Title:
Cate:
Reviewed by:
XEROX Project Manager
Customer
By:
Name:
Title:
Date:
Date:
XEROX Agreement Contract No. 2978 v.2-27-94
Page 70 of 78
ATTACHMENT "E"
FH Medic application to FH field mapping
FH Medic field Maps to this FH field
Unit (Entered while fogging in to FH Medic.) EMS —> Units &Personnel —► Units--+ unitname ->
Field User ID (Associated with the user name
entered while logging in to FH Medic, and
displayed in the third column of the choose
User dialog box.)
Response Incident Information Location Address
Response -3 Incident Information --3 Location
Zip
Response --+ Incident Information -+ Location
--} city
Response -- Incident
Information --* Location -}
State
Response Incident
Information-), Location -
Location Type
Response --} Incident
Information Incident -�
Incident Number
Response -� Incident
Information --> Incident --�
Date of Service
Response --+ Incident
Information Incident
Alarm
Time*
Response --+ Incident Information
Transport Type
Response --+ Incident Information -�
Open —+ Unit Code
EMS --+ Units & Personnel --� Personnel --* staff
member name --+ Open --+ Staff ID
Incident ---> Basic ---a -(Scene Address* --), Type is set to
Rural /Directions) Directions
Incident --+ Basic --> ZIP Code
Incident --} Basic --> City
Incident --} Basic -3 State
Incident --+ Basic --+ Scene Address -3� Type
Incident --; Incident Number
Incident --+ Alarm Date
Incident - 4 Alarm Time
Incident EMS --+ Patients/Victims -} patient name--+ open
Status & Transport ---+ Transport --). Mode of Transport
Incident
Dispatch Complaint
Response --3 Call Times Call Received
Response -} call Times - At Scene
Response Call Times Unit Clear
EMS ---; Basis --� Dispatched For
EMS
Basic
Times
Dispatch Notif
EMS
Basic
-- Times -
First Ary Scene
EMS
Basic
--} Times -
Last Clr Scene
EMS -
Units
& Personnel
� Units --+ unit name
Open - Basic
--+
Times -+
Unit
Notified
XEROX Agreement Contract No. 2978 v.2-27-14
Page 71 of 78
Response -3 Call Times -� Dispatched
Response --� Call Times --+ En Route
Response ---� Cali Times > Unit Clear
Response > Call Times -> At Horne
Response > Call Times --� At Scene
Response > Call Times --> At Patient
Response > Call Times > Depart Scene
Response -+ Call Times > Arrive Destination
Response -> Call Times > Transfer Care
Response > Call Times --+ Dispatched --�
Beginning Mileage
EMS ---+ Patients/Victims -+ patient name -; Open
Response --+ Times > Dispatched
EMS -� Units & Personnel -+ Units -� unit name--,
Open -; Basic --+ Times Unit Enroute
EMS ---} Patients/Victims patient name---� Open
Response --+ Times --+ Unit Enroute
EMS --+ Units & Personnel > Units --3 unitname--+
Open --+ Basic --+ Times --+ Cleared
EMS --), Units & Personnel --), Units -+ unit name--+
Open ---� Basic -a Times Back in Svc
EMS --+ Patients/Victims patient name --� Open --�
Response > Times ---+ Cleared
EMS > Patients/Victims --+ patient name --+ Open --�
Response --+ Times --)� Back in Svc
EMS --+ Units & personnel > Units > unit name--+
Open > Basic --+ Times -a Back at Home
EMS > Patients/Victims --3 patient name--+ Open
Response --� Times --+ Back at Home
EMS --} Units & Personnel > Units --+ unit name .-+
Open > Basic ---+ Times Arrived at Scene
EMS ----) Patients/Victims -3 patient name-} Open
Response -; Times --> Arrived Scene
EMS -+ Units & Personnel > Units --+ unit name
Open > EMS/Search & Rescue > Arrived Pt/Viet
EMS --� Patients/Victims -a patient name --+ Open >
Response -+ Times -} Arrived Pt/Vict
EMS -+ Units & Personnel > Units --� unit name -
Open ---+ EMS/Search & Rescue -1, Enroute to Dest
EMS --� Patients/Victims --+ patient name--+ Open -a
Response > Times > Enroute to Dest
EMS -; Units & Personnel ---), Units --+ unit name >
Open --+ EMS/Search & Rescue --+ Arrived Dest
EMS ---, Patients/Victims --� patient name--> Open
Response -+ Times --+ Arrived Dest
EMS -+ Units & Personnel > Units --+ unit name--+
Open --a EMS/Search & Rescue --> Transfer of care
EMS --> Patients/Victims > patient name --� Open -�
Response --+ Times -+ Transfer of care
EMS ----). Patients/Victims --� patient name--+ Open --�
Response � Odometer Readings -+ Beginning
XEROX Agreement Contract No. 2978 v.2-27-14
Page 72 of 78
Response -} Call Times -� At Scene --} At Scene
Mileage
Response --+ Call Times Arrive Destination -->
At Destination Mileage
Response - Call Times --+ Unit Clear --+ Clear
Mileage
Response -} NFIRS Incident Type
Response --} NFIRS Aid Given / Received
Response -; NFIRS, Property Use
Response NFIRS Action Taken
Response Incident Narrative
Patient --+ Demographics --� Personal Info --+ Last
Name
Patient --> Demographics --+ Personal Info -+ First
Name
Patient --). Demographics ----+ Personal Info --+ Middle
Initial
Patient -+ Demographics -+ Personal Info --+ DOB
Patient ---+ Demographics --). Personal Info --+ Age
Patient --+ Demographics --+ Personal Info -} Race
Patient --+ Demographics -+ Personal Info -). Sex
Patient --+ Demographics --+ Personal Info --). Weight
Patient -+ Demographics --> Personal Info --� DL
Number
EMS -> Patients/Victims --), patient name -- > Open -->
Response --> Odometer Readings --+ At Scene
EMS --a Patients/Victims ---+ patient name--+ Open --�
Response --4 Odometer Readings --+ At Destination
EMS --+ Patients/Victims --+ patient name � Open -�
Response --3 Odometer Readings --� Ending
Incident Basic -3 Incident Type
Incident Basic Aid Given or Received
Incident Basic Specific Property Use
Incident --> Basic --), Actions Taken
Incident Incident Narrative
EMS Patients/Victims --+ Last Name
EMS --> Patients/Victims -+ First Name
EMS -+ Patients/Victims --+ Middle
EMS --+ Patients/Victims --+ patient name -► Open -;
Basic Date of Birth
EMS Patients/Victims patient name Open
Basic Age-yrs
EMS -+ Patients/Victims -} patient name -i Open ->
Basic --), Race
EMS Patients/Victims patient name--+ Open
Basic Gender
EMS ---> Patients/Victims patient name --+ Open -�
Basic Weight-Lbs
EMS Patients/Victims -a patient name -� Open
Basic Driver's License #
XEROXAgreement contract No. 2978 v.2-27-94
Page 73 of 78
Patient —> Demographics -+ Personal Info —+ SSN
Patient -3 Demographics --� Home Address -�
Address I
Patient --> Demographics --+ Home Address -�
Address 2
Patient ----� Demographics --+ Home Address --+ Zip
Patient --; Demographics --+ Home Address ---), City
Patient -w-a Demographics -+ Home Address --; State
Situation --M+ Chief Complaint -+ Primary Impression
Events � Treatments --+ treatment name
Events —} Treatments treatment name
Performed By
Events Treatments treatment name ---}
Time
Events Treatments treatment name —}
Attempts
Events --+ Treatments --> treatment name
Successful
Events --+ Treatments ----), Medication
Administration --+ Time
EMS —} Patients/Victims --+ patient name--+ Open -�
Basic - Social Security No.
EMS Patients/Victims -+ patient name ---), open ---+
Basic Residence Address --+ Street (first blank
field)
EMS Patients/Victims --), patient name --+ open ---�
Basic --> Residence Address -3 Street (second blank
field)
EMS Patients/Victims ---+ patient name --+ open -�
Basic Residence Address --). ZIP code
EMS Patients/Victims —� patient name --), Open
Basic Residence Address --+ City
EMS Patients/Victims --:� patient name --+ Open —�
Basic Residence Address —). State
EMS Patients/Victims --+ patient name ---), Open
Clinical--+ Provider --), Provider Impression ---} Primary
EMS --), Patients/Victims--). patientname —+ Open --a
Assessments & Treatments --+ procedure name
Open —+ Basic --+ Procedure Code
EMS -a Patients/Victims ---; patient name ---+ Open
Assessments & Treatments --). procedure name
Open ---), Basic --; Performed By
EMS -). Patients/Vi cti ms --a patient name Open
Assessments & Treatments ---� procedure name
Open Basic --+ Time
EMS --} Patients/Victims - + patient name —} open
Assessments & Treatments --+ procedure name —;
Open --+ Basic —} #Attempts
EMS --+ Patients/Victims ---+ patient name --), Open
-� Assessments & Treatments ---+ procedure name
---� open --+ Basic --� Successful
EMS --+ Patients/Victims --i patient name -; Open ---�
Assessments & Treatments ---+ medication name --�
Open --+ Basic --+ Time
XEROX Agreement Contract No. 2978 v.2-27-14
Page 74 of 78
Events --+ Treatments -3 Medication
Administered ---). Drug Name
Events -+ Treatments ---+ Medication
Administered --+ Dose
Events --+ Treatments -> Medication
Administered ---), Units
Events -+ Treatments -). Medication
Administered --+ Route
Events -+ Treatments --> Medication
Administered --+ Performed By
Events --> Vitals -), Vitals --> Time Taken
Events --� Vitals Vitals ---.* Performed By
Events --+ Vitals --+ Vitals -; HR (BPM)
Events --+ Vitals -} Vitals --> RR (BPM)
Events
Vitals
Vitals --}
BP
Sys
Events
Vitals
-i Vitals
BP
Dia
Events -+ Vitals -a Vitals -� SP02 %
EMS --> Patients/Victims --+ patient name --+ Open -+
Assessments & Treatments --), medication name -3
Open -3 Medication Code
EMS --> Patients/Victims --i� patient name Open •--3
Assessments & Treatments ---+ medication name --
Open -+ Basic -> Dosage -- , Measure
EMS -+ Patients/Victims ---+ patient name--+ Open
Assessments & Treatments --* medication name ->
Open r--� Basic -} Dosage --+ Units
EMS --+ Patients/Victims --+ patient name -+ Open -�
Assessments & Treatments --+ medication name
Open -+ Basic -+ Dosage --+ Route
EMS --+ Patients/Victims --+ patient name --), Open -->
Assessments & Treatments -� medication name
Open -} Basic --> Administered By
EMS Patients/Victims --). patient name --+ Open
Assessments & Treatments -� vitals reading -3
Open Basic --+ Time
EMS Patients/Victims -+ patient name Open --
Assessments & Treatments -a vitals reading
Open - Basic --+ Staff
EMS -> Patients/Victims --+ patient name --+ Open -�
Assessments & Treatments -> vitals reading -�
Open Basic -; Pulse Rate
EMS Patients/Victims --,, patient name --+ Open ---�
Assessments & Treatments -+ vitals reading -�
Open ---), Basic --� Respirations
EMS -} Patients/Victims ---> patient name --), Open -
Assessments & Treatments -+ vitals reading
Open -� Basic --+ Blood Pressure (the combination of
the two EH Medic values)
EMS -+ Patients/Victims --� patient name --+ Open ---�
Assessments & Treatments --+ vitals reading --
Open -), Basic --+ Pa02
XEROX Agreement Contract No. 2978 v.2-27-14
Page 75 of 78
Events -+ Vitals --), Glascow Coma Score ----� Eye
Response
Events ---+ Vitals Glascow Coma Score -+ Verbal
Response
Events --+ Vitals � Glascow Coma Score -� Motor
Response
Events --> Vitals --> Glascow Coma Score
Events -+ Vitals ---. Revised Trauma Score -} RTS
Summary -+ Disposition ---; Details -+ outcome
Summary -> Disposition --+ Details -•-+ Destination
Summary
Choice
--+ Disposition -> Details ---> Location
Summary ----* Narrative � Medic Narrative
EMS -� Patients/Victims --* patient name--+ Open -�
Assessments & Treatments --* vitals reading
Open Basic --+ Glascow Coma Scale -+ Eyes
EMS --> Patients/Victims --* patient name ---). Open --�
Assessments & Treatments --> vitals reading --�
Open -> Basic --+ Glascow Coma Scale --> Verbal
EMS -), Patients/Victims •-� patient name -), open
Assessments & Treatments --), vitals reading -�->
Open ---+ Basic --3 Glascow Coma Scale --+ Motor
EMS --> Patients/Victims --+ patient name --+ Open -}
Assessments & Treatments vitals reading --+
Open -� Basic ---+ Glascow Coma Scale --� GCS
EMS -+ Patients/Victims --+ patient name --). open -+
Assessments & Treatments --), vitals reading --}
Open --+ Basic --a Glascow Coma Scale -), RTS
EMS -+ Patients/Victims -•-> patient name --+ Open -;
Basic ---), Patient Disposition
EMS --> Patients/Victims ---+ patient name --i Open -->
Status & Transport -3 Destination --- Initial
Destination/Facility Code
EMS --+ Patients/Victims --+ patient name--+ open
Status & Transport ----> Destination --+ Destination
Determined By
EMS -+ Patients/Victims --+ patient name --+ Open -
Patient Narrative
XEROX Agreement Contract No. 2978 v.2.27»94
Page 76 of 78
so
FH Medic administration site to FH
field mapping
FH Medic administration site field
FH Medic administration site Configurations FH
Medic Configurations --+ Click here to
access configuration options —> Units
Edit --> Unit Description
FH Medic administration site --+ configurations ->
FH Medic Configurations --+ Click here to access
configuration options --), Units ---). Edit —+ Unit
Type
Maps to this FH field
EMS —+ Units & Personnel --> Units —* unit name
-- + Open - > Unit Code
EMS —+ Units & Personnel —+ Units--+ unit name
--.> Open --* Resource Type
XEROX Agreement Contract No. 2978 v.2w20•14
Page 77 of 78
FH field values set by default
When FH Medic data is imported into FH, the following FH fields are set with
these values by default, Dote: There are no fields in FH Medic that
corresponds to these FH fields,
• EMS
- Basic --+ Type of Service Requested
is set to
lookup
code 30 (911 response).
• EMS
Patients/Victims -� patient name ->
Open -+
Scene
--+ Injury or Illness is set to
is
Injury.
EMS -+
Patients/Victims --),
patient name - > Open
-+ Response
Lights & Siren
To Scene is set to lookup code 390 (Lights and sirens).
EMS --+
Patients/Victims ---->
patient name --* Open
--+ Response
Unit Mileage
Loaded
Miles is set to a calculated value from FH
Medic.
EMS -->
Patients/Victims --+
patient name -+ Open
--+ Response
Unit Mileage Total
Miles
is
set to a calculated
value
from
FH
Medic.
EMS --+ Patients/Victims -+ patient name ---> open - > Response -+ Primary Role of Unit
is set to lookup code 65 (Rescue).
EMS --). Units & Personnel --). Units --+ unit name -+ Open -+ Basic -; Response code is
set to Rescue.
EMS
Units
&
Personnel � Personnel -+ staff member name --+ open Basic -->
Activity
Code
is
set to mx (Medical At Scene).
EMS --+
Units
&
Personnel --+ Personnel ---a staff member name-+ open Basic -�
Activity
Type
is
set to Rescue.
EMS ->
Units
&
Personnel --+ Personnel -> staff member name ----> open Basic --�
Attendance
Status
is set
to Attended.
XEROX Agreement Contract No. 2978 v.2-20-14
Page 78 of 78
W
Exhibit 2
Xerox Government Systems, LLC
2900 100th St Suite 309
Urbandale, Iowa 50322
Phone: 800-921-5300
Fax: 515-288-4825
E-Mail: Brad.Reineke@xerox.com
FH WEB SYSTEM -NEW QUOTE DATES
BILL TO:
Tamarac Fire Department (FL)
Chief Moral 6000 Hiatus Rd
Tamarac, FL 33321
Estimate 54059
CUSTOMER NO, 338492
SHIP TO:
Tamarac Fire Department
Jeff Moral
6000 Hiatus Rd
Tamarac, FL 33321
Phone: 954-597-3800 Fax:
REP P.O. NUMBER TERMS QUOTE DATE
Bradley Reineke 7/29/2014
EXPIRATION DATE
8/29/2014
SHIP VIA
Part Number
Description
Qty
Each
Amount
330001
FH Web - Bundled System
Bundled System Includes Fire and EMS Reporting, Staff
Activities and Training, Occupancy Management, Apparatus
Equipment and Inventory and the Hydrant Tracking module.
1
$9,995.00
$9,995.00
330002
FH Web Additional Licenses
9
$1,495.00
$13,455.00
373005
FH Web - Complete System Support
1
$1,700.00
$1,700.00
373001
FH Web Additional User Support
9
$250.00
$2,250.00
SubTotal
$27,400.00
342003
FH Enterprise Generic CAD Interface
1
$2,060.00
$2,060.00
342001
CAD Interface Enterprise additional user
9
$515.00
$4,635.00
373003
Web CAD Monitor Support
1
$440.00
$440.00
373002
Web CAD Monitor Additional User Support
9
$115.00
$1,035.00
SubTotal
$8,170.00
350020
FH Analytics - 2 User
1
$5,000.00
$5,000.00
375012
FH Analytics Support - 2 User
1
$1,000.00
$1,000.00
SubTotal
$6,000.00
350016
FH Inspector for iPad
FH Inspector for Wad renews annually at $150 per instance.
3
$750.00
$2,250.00
350034
FH Medic - Unlimited
8
$1, 300.00
$10,400.00
360027
FH Telestaff Roster Interface
1
$2,600.00
$2,600.00
SubTotal
$15,250.00
•
380004 Installation and/or training on -site per day charge 5 $1,595.00 $7,975.00
SubTotal $7,975.00
Quotation Acceptance:
Signature :
Print Name:
yx .Y�i.•:.••..: �.. : v: •.•+;.•,�,•,•.•: n•.i•::::.�l: �:•}'t:::.: •.v w, i•n•.� ::::•n•.
...........
Sales Tax (0%)
Quotation Total:
I
$0.00
$64,795.00
A ,