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HomeMy WebLinkAbout2006-26291 Reso RESOLUTION NO. 2006-26291 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, WAIVING BY 5/7THS VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENTS, FINDING SUCH WAIVER TO BE IN THE CITY'S BEST INTEREST, AND AUTHORIZING A PURCHASE FOR THE MIAMI BEACH FIRE DEPARTMENT, IN THE AMOUNT OF $100,900.00, TO ZOLL DATA SYSTEMS, INC., FOR THE PURCHASE OF RESCUENET T ABLETPCR SOFTWARE; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH ZOLL DATA SYSTEMS, INC. WHEREAS, the Miami Beach Fire Department currently uses a hand-written, paper-based rescue report whenever units respond to an emergency; and WHEREAS, rescue reports include checklists and a narrative section for the responding Rescue Team Leader to hand-write their observations and conclusions; and WHEREAS, there has been a steady increase in the number of rescue reports processed over the past three years; and WHEREAS, paper-based rescue reports do not allow for efficient retrieval of data, resulting in limitations in the department's ability to measure organizational and operational performance, as well as effectively track outcomes and success rates of procedures; and WHEREAS, to acquire an electronic field data reporting system will enhance the ability of the Rescue Team Leader to more accurately record and capture data for diagnosing and treating patients, and allow for quick data retrieval for analysis; and WHEREAS, such a system would benefit the overall community, as it would enable more time to be spent responding to emergencies and treating patients, and less time writing and revising hand-written reports; and WHEREAS, in February, 2005, the Emergency Medical Services (EMS) Division of the Fire Department began researching various hardware and software solutions to purchase, conduct training, and implement an electronic report writing system for use in their field units; and WHEREAS, this research was conducted in collaboration with the Information Technology Department; and WHEREAS, following an evaluation of available software and hardware, the EMS Division, Fire Department staff, and Information Technology representatives agreed the ZOLL Data Systems RescueNet TabletPCR software, in conjunction with the Panasonic Toughbook CF18 mobile computer tablet, is the system to pursue; and WHEREAS, ZOLL Data Systems, Inc. is the sole developer and is the only authorized provider of technical support for any and all ZOLL Data Systems' applications, including, but not limited to, RescueNet TabletPCR; and WHEREAS, the Administration recommends that that the Mayor and City Commission of the City of Miami Beach, Florida, waive by 5/7ths vote, the formal competitive bidding requirements, finding such waiver to be in the City's best interest, and approve the purchase of the RescueNet TabletPCR software from ZOLL Data Systems, Inc. in the amount of $100,900. NOW, THEREFORE BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH FLORIDA, that the Mayor and the City Commission waive by 5/7ths vote, the formal competitive bidding requirements, finding such waiver to be in the City's best interest, and hereby authorize a purchase for the Miami Beach Fire Department, in the amount of $100,900 to ZOLL Data Systems, Inc., for the purchase of RescueNet TabletPCR software, and further authorizing the Mayor and City Clerk to execute an agreement with ZOLL Data Systems, Inc. PASSED and ADOPTED this 6th ,2006 ATTEST: ~r p(M~ CITY CLERK Robert Parcher T:\AGENDA\2006\Sep06\Consent\ ZOLLReso.doc CUMMI~~IUN II t:M ~UMMAKY Condensed Title: A Resolution of the Mayor and City Commission of the City of Miami Beach, Florida, Waiving by 5/7ths Vote, the Formal Competitive Bidding Requirements, and Authorizing a Purchase for the Fire Department in the Amount of $100,900, to lOll Data Systems, Inc., the Sole Source Developer of the RescueNet TabletPCR Software; and Further Authorize the Execution of an Aareement. Ke Intended Outcome Su orted: Increase Resident Ratings of Public Safety Services Issue: Shall the Commission Adopt the Resolution? Item Summary/Recommendation: The Miami Beach Fire Department currently uses a hand-written, paper-based rescue report whenever units respond to an emergency. Rescue reports include checklists and a narrative section for the responding Rescue Team leader to hand-write their observations and conclusions. There has been a steady increase in the number of rescue reports processed over the past three years. To acquire an electronic field data reporting system will enhance the ability of the Rescue Team leader to more accurately record and capture data for diagnosing and treating patients, and allow for quick data retrieval for analysis. Following the evaluation of the software and hardware, available, the EMS Division, Fire Department staff, and Information Technology representatives agreed the lOll Data Systems RescueNet TabletPCR software, in conjunction with the Panasonic Toughbook CF18 mobile computer tablet, is the system to pursue. lOll Data Systems, Inc. is the sole developer and is the only authorized provider of technical support for any and all lOll Data Systems' applications, including, but not limited to, RescueNet TabletPCR. The Administration recommends aooroval. Advisory Board Recommendation: I N/A Financial Information: Source of Account Approved Funds: 1 $100,900.00 Florida Department of Health / Bureau of EMS Matching Grant #M6148, awarded on 5/30/06. G~ 2 3 4 C BPI Total $100,900.00 Financial Impact Summary: Si n-Offs: Department Director Ci Clerk's Office Le Gus lopez, Ext. 6441 tive Trackin Assistant City Manager City Manager CP T: \AGENDA\2006\SEP0606\Consent\ZOLL m m ~ MIAMI BEACH AGENDA ITEM DATE e7K 9-6-or;, & MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov COMMISSION MEMORANDUM FROM: Mayor David Dermer and Members of the City Commission Jorge M. Gonzalez, City Manager\ V--' \.. r . September 6, 2006 0 '6 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, WAIVING BY 5/7THS VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENTS, FINDING SUCH WAIVER TO BE IN THE CITY'S BEST INTEREST, AND AUTHORIZING A PURCHASE FOR THE MIAMI BEACH FIRE DEPARTMENT, IN THE AMOUNT OF $100,900.00, TO ZOll DATA SYSTEMS, INC., FOR THE PURCHASE OF RESCUENET TABlETPCR SOFTWARE; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH ZOll DATA SYSTEMS, INC. TO: DATE: SUBJECT: ADMINISTRATION RECOMMENDATION Adopt the Resolution FUNDING $100,900 Funding is available from the Florida Department of Health Bureau of Emergency Medical Services Matching Grant Number M6148, awarded on May 30, 2006. KEY INTENDED OUTCOME SUPPORTED Increase resident ratings of public safety services. ANALYSIS The Miami Beach Fire Department currently uses a hand-written, paper-based rescue report whenever units respond to an emergency. Rescue reports include checklists and a narrative section for the responding Rescue Team Leader to hand-write their observations and conclusions. Rescue reports are used to correctly document incidents and properly treat patients. After the Rescue Team Leader responds to an emergency, approximately 24 hours passes between the time a report is generated at the emergency location, and the report being manually recorded in the fire station computer and subsequently submitted to the EMS supervisor. An additional delay results when Rescue Team Leaders must finish the hand-written report at the receiving facility prior to returning to service. There has been a steady increase in the number of rescue reports processed over the past three years. The Fire Department had processed 15,172 rescue reports during FY 2005; 14,754 in FY2004; and 13,391 in FY 2003. The EMS Supervisor must read, and review for accuracy and compliance, numerous rescue reports each day, often with difficulty deciphering critical information as a result of poor handwriting and illegibility. Paper-based rescue reports do not allow for efficient retrieval of data, resulting in limitations in the department's ability to measure organizational and operational performance, as well as effectively track outcomes and success rates of procedures. To acquire an electronic field data reporting system will enhance the ability of the Rescue Team Leader to more accurately record and capture data for diagnosing and treating patients, and allow for quick data retrieval for analysis. Such a system would benefit the overall community, as it would enable more time to be spent responding to emergencies and treating patients, and less time writing and revising hand-written reports. In February, 2005, the Emergency Medical Services (EMS) Division ofthe Fire Department began researching various hardware and software solutions to purchase, conduct training, and implement an electronic report writing system for use in their field units. This research was conducted in collaboration with the Information Technology Department. The implementation of such a reporting system has been deemed essential as it will: . Streamline EMS billing; increase revenues; and enable funds to be collected more expeditiously. . Enable the Rescue Division, and by extension the Medical Director, to gather data that will ensure effective quality assurance. . Allow more accurate analysis of data and facilitate effective planning and coordination of Fire Rescue resources. . Allow the Miami Beach Fire Department to be fully compliant with national and state requirements that will become effective in July 2008. In researching the necessary elements to develop an electronic report writing system, the following software manufacturers' products were obtained, studied and evaluated by Fire Department administrative and field personnel: . Bio-Key . Emergency Reporting, Inc. . ROAM-IT . LifeNet EMS by Medtronic . RescueNet TabletPCR by ZOLL Data Systems, Inc. Following the evaluation of the software listed above and the available hardware, the EMS Division, Fire Department staff, and Information Technology representatives agreed the ZOLL Data Systems RescueNet TabletPCR software, in conjunction with the Panasonic Toughbook CF18 mobile computer tablet, is the system to pursue. The Bio-Key and Emergency Reporting, Inc. software products were inadequate for field reporting for EMS, which is a requirement of this project. The ROAM-IT software product does not have touch-screen capability, which is a requirement for the computer tablets to be utilized in the field. In addition, this is a smaller company, which may be a detriment in terms of support and maintenance. LifeNet EMS by Medtronic was approximately $83,000 more expensive than the Zoll Data Systems' offering. Additionally, the company acknowledged at the time their software was being evaluated that delivery would be problematic, as they were lacking sufficient personnel for implementation. ZOLL Data Systems, Inc. is the sole developer and is the only authorized provider of technical support for any and all ZOLL Data Systems' applications, including, but not limited to, RescueNet TabletPCR. CONCLUSION The Administration recommends that the Mayor and City Commission of the City of Miami Beach, Florida, adopt the attached resolution, herein waiving by 5/7ths vote the formal competitive bidding requirement, and authorizing a purchase for the Miami Beach Fire Department in the amount of $1 00,900.00, to ZOLL Data Systems, Inc., for the purchase of RescueNet T abletPCR software, and further authorizing the Mayor and City Clerk to execute an agreement with ZOLL Data Systems, Inc. T:\AGENDA\2006\sep0606\Consent\ZOLLmemo.doc --- MSLA No. ~()t:J & -pc, 2 e; I ZOLL DATA SYSTEMS, INC. MASTER SOFTWARE L~I~~t~NT THIS MASTER SOFTWARE LICENSE AGREEMENT ("MSLA") is made as 0 ~ 20b6 (ilie "Effective Date"), by and between ZOLL Data Systems, Inc., a Delaware corporation with offices at 12202 Airport Way, Suite 300, Broomfield, CO 80021 ("ZDS") and the party identified below (the "Customer"). Bill to: City of Miami Beach Fire Department Attn: Chris Parrino Address: 2300 Pinetree Drive Miami Beach, FL 33140 Ship to: Attn: Address: City of Miami Beach Fire Department Chris Parrino 2300 Pinetree Drive Miami Beach, FL 33140 ) Sales Reo: Meyers, Jeff Initial Order: lJd Pf!iee $7,900.00 fWb RNT RescueNet TabletPCR Deployment (Excludes T&E) SEC NEMB DIS SRDE TNUL PHY RFDS TCL Ship Via: FedEx Security Module (USA) NEMSIS Extract $4,500.00 $5,000.00 $-5,400.00 $6,500.00 $3,000.00 $4,500.00 $8,900.00 $3,000.00 E-.!riet $7,900.00 $4,500.00 $5,000.00 $-5,400.00 $6,500.00 $9,000.00 $4,500.00 $8,900.00 $60,000.00 $100,900.00 Tax Exempt $100,900.00 $19,680.00 Pavment Tenns: <::?Stomer will pay to ZDS an amount equal to 33% of the total Software Fees indicated above on the Effective Date. A second payment equal to 1lr(~ of fees shall be paid by Customer no later than one week orior to the installation of Software. The remaining balance will ty, paid within 30 days of Customer's receipt of ZDS's invoice for such balance, which invoice shall be issued on the earlier of: (a) the Deployment Date, as defined in Section 1.1 of the MSLA; or (b) 6 months from the Effective Date (unless the Software has not been deployed due to a delay caused by ZDS). Any amounts not paid when due may result in the forfeiture of any discounts offered on the Effective Date. Maintenance Fees: Maintenance is without charge for 90 days from the Deployment Date. Thereafter, Maintenance Fees are 20010 of the total combined Services Fees for customization of the Software perfonned by ZDS pursuant to a Statement of Work (SOW), if any, and the then-current list price for the Software, excluding discounts. Service Fees: Service Fees are specified in each SOW. Customer will also reimburse ZDS for all reasonable out-of-pocket expenses (including travel and accommodation expenses) incurred by ZDS in providing the Services. SCODe of License: Software licensed on a per site or per user basis as indicated above may not be installed or used at greater than the number of sites indicated or used by more than the number of concurrent users indicated, as applicable. Tax Exempt Status: If Customer is tax exempt or pays state taxes directly, then prior to invoicing, Customer must provide ZDS with a copy of a current tax exemption certificate issued by Customer's state taxing authority for the given jurisdiction. Exoiration: Agreement expires in 60 days from above date. The person signing below represents and warrants that she or he has the authority to bind Customer to the tenns of this MSLA. By signing below, the parties agree to the tenns and conditions of this MSLA. Once signed, any reproduction of this MSLA, or any attachment or exhibit hereto, made by reliable means (for example, photocopy or facsimile) is considered an original and all Software, Services and Maintenance Services ordered and provided under this MSLA will be subject to it. Version 08/02/05 Discount State Regulatory Electronic Data Export TabletPCR Network User License Medtronic LifeNet SDK (Physio Interface) TabletPCR Base System/New Customers TabletPCR Client License 3 20 Software Fee Total: Tax: Total (Excl Maintenance): Maintenance Fees: fl ()O f.? ~;l 91 MSLA No. I BEACH FIRE DEPARTMENT Signature: Name: Title: Date: CUSTOMER: N Dermer VP - Sales ~ \ '1 Y \1:,,- P Title: Mayor Date: Attest:~~ JIU~ Name: Robert Parcher Title: City Clerk -.'. . Version 08/02/05 MSLA No. TERMS AND CONDITIONS ZDS shall provide Software and perform Maintenance Services and Services from time to time pursuant to this MSLA and any SOW executed by both parties. Each SOW executed by the parties will include, and incorporate therein, the applicable terms and conditions of this MSLA. Except for the execution of SOWs for Services, any different or additional terms of a related purchase order, confirmation or similar form signed by the parties after the date hereof shall have no force or effect. 1. DEFINITIONS. 2.3 Proprietary Rights. The Software and Documentation, and all 1.1 "Deployment Date" means the date upon which the deployment of the worldwide Intellectual Property Rights therein, are the exclusive property of Software is complete and the Software is able to function as described in the ZDS and its suppliers. All rights in and to the Software not expressly granted to Documentation. Customer in this MSLA are reserved by ZDS and its suppliers. 2.4 Order Fonns. During the Term, Customer may add Software and/or concurrent user licenses under this MSLA by request to ZDS. All such additional Software and licenses shall be set forth in an Order Form. No Order Form shall be valid unless it has been mutually agreed to and signed by authorized representatives of both ZDS and Customer. Neither party shall have any obligation to enter into any Order Form under this MSLA. The terms of this MSLA shall govem any Order Form issued under this MSLA. 3. DELIVERY. ZDS shall deliver the Software and Documentation FOb ZDS's shipping point. 4. SERVICES. If Customer has executed an SOW for the performance of Services, then subject to payment by Customer of the Service Fees in accordance with any payment schedule agreed to by the parties, ZDS will use commercially reasonable efforts to perform the Services in accordance with such SOW and the terms of Exhibit B. ZDS shall only be liable for failure to meet time frames or completion dates if such failure is due solely to ZDS's negligence, and its liability will be limited to the Service Fees paid for the deficient Services. If Customer fails to schedule installation within 6 months from the Effective Date, or postpones or cancels a scheduled installation with less than 30 days notice, ZDS may charge, and Customer shall pay, an additional installation fee plus any additional costs incurred as a result. If either party proposes in writing a change to the scope or timing of the Services, the other party will reasonably and in good faith consider and discuss with the proposing party the proposed change and a revised estimate of the costs for such change. 5. MAINTENANCE SERVICES. At its option, Customer may procure Maintenance Services from ZDS on a quarterly basis. Subject to Customer's payment of all applicable Maintenance Fees, ZDS shall provide Customer with those Maintenance Services described in Exhib/tA. ZDS will provide the Maintenance Services only for the most current release and the immediately preceding ml!ior release of the Software. ZDS may elect to cease supporting a platform upon 6 months notice to Customer. 6. FEES AND PAYMENT. 6.1 Software Fees. Customer will pay to ZDS the Software Fees set forth in the Initial Order and any Order Form in accordance with the terms and conditions specified on the order. Except as expressly provided in this MSLA, all Software Fees are non-refundable. 6.2 Maintenauee Fees. If Customer elects to procure Maintenance Services from ZDS, then 60 days following the Deployment Date, ZDS will invoice Customer for I quarter of Maintenance Services to commence on the date of expiration of the Software Warranty Period (as defined in Section 7 below). ZDS will invoice Customer on a quarterly basis thereafter for all further Maintenance Fees unless Customer notifies ZDS within 30 days of the end of the then-current Maintenance Services period. ZDS will have no obligation to provide Maintenance Services to Customer if any invoice issued under this Seetion 6.2 is past due. If Customer elects to discontinue Maintenance Services at any time, to reinstate Maintenance Services and receive the applicable updates and new releases, Customer must pay the Maintenance Fees for all time periods missed. All Maintenance Fees are non-refundable. 6.3 Sen'ice Fees and Expenses. Customer will pay all Service Fees to ZDS in accordance with the payment schedule and terms set forth in the applicable SOw. Unless otherwise provided in the applicable SOW Customer will reimburse ZDS for all reasonable out-of-pocket expenses (including travel and accommodation expenses) incurred by ZDS in providing the Services. 6.4 Payment Terms. Unless otherwise expressly provided in this MSLA or an applicable SOW, Customer will pay ZDS all amounts due under this MSLA within 30 days after the date of the invoice. All payments must be made in U.S. dollars, unless otherwise agreed by the parties. Any amounts not paid when due will accrue interest at the lesser of 114% per month or the maximum rate permitted by applicable law from the due date until paid. Any amounts not paid when due may result in the forfeiture of any discounts offered on the Effective Date. 6.5 Taxes. Fees exclude, and Customer will make all payments of the Fees to ZDS free and clear of, all applicable sales, use, and other taxes and all 1.2 "Documentation" means the user's manuals provided to Customer along with the Software. 1.3 "Executable Code" means the fully compiled version of a software program that can be executed by a computer and used by an end user without further compilation. 1.4 "Fees" means, collectively, the Software Fees, the Maintenance Fees and the Services Fees. 1.5 "Initial Order" means the written, mutually executed document preceding these terms and conditions. 1.6 "Intellectual Property Rights" means all existing and future worldwide copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights and other proprietaIy rights. 1.7 "Maintenance Fees" means ZDS's then-current standard, annual fees for the Maintenance Services. 1.8 "Maintenance Sen'ices" means those maintenance and support services to be provided by ZDS to Customer with respect to the Software pursuant to Section 4 below. 1.9 "Order Fonn" means a written document mutually agreed to and signed by the parties and made a part of this MSLA, setting forth such additional Software and/or user seats to be provided to Customer under the terms of this MSLA during the Term. 1.10 "Sen'ice Fees" means the fees for the provision of Services set forth on the applicable SOW executed by the parties. 1.11 "Sen'ices" means those installation, professional and other services and assistance to be provided by ZDS or its subcontractors to Customer as described in this MSLA and any applicable SOW executed by the parties. 1.12 "Software" means the computer software program or programs described in the Initial Order and any Order Form, as well as any modified, updated or enhanced versions of such programs that ZDS may provide to Customer pursuant to the Services and/or Maintenance Services. 1.13 "Software Fees" means ZDS's then-current standard fees for the license of Software set forth in the Initial Order or any subsequent Order Form. 1.14 "Source Code" means the human-readable version of a software program that can be compiled into Executable Code. 1.15 "SOW" means the engagement plan for Services to be performed by ZDS, which shall be in the form attached hereto as Exhibit B-1 or as otherwise agreed to by the parties, and must be signed by both parties before becoming effective. 2. LICENSE GRANT, RESTRICTIONS AND OWNERSHIP. 2.1 Software License Grant. Subject to the terms and conditions of this MSLA, ZDS grants to Customer a perpetual (subject to Section 11.2), non- exclusive, non-transferable license to: (a) install and use the Software in Executable Code form only on Licensee's servers and workstations, only for Licensee's internal business purposes, and subject to any limitations specified on the Initial Order; (b) make I copy of the Software solely for backup or archival purposes; and (c) copy and reproduce the Documentation provided to Licensee solely for the purposes of facilitating Licensee's use of the Software. 2.2 Restrictions On Use. Except as expressly permitted by this MSLA, Customer shall not, and shall not permit any third party, to: (a) reproduce, modif'y, adapt, alter, translate, or create derivative works from the Software or the Documentation; (b) merge the Software with other software; (c) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer the Software or the Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the Source Code for the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (e) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices included in the Software; or (f) otherwise use or copy the Software except as expressly permitted under Section 2.1. Version 08/02/05 applicable export and import fees, customs duties and similar charges. When applicable, ZDS may include any taxes that it is required to collect as a separate line item on an invoice. 6.6 Audit Rights. Upon 30 days written notice, ZDS will have the right, during normal business hours, to have an independent audit firm inspect Customer's records relating to Customer's use of the Software to ensure it is in compliance with the terms of this MSLA. The costs of the audit will be paid by ZDS, unless the audit reveals that Customer's underpayment of Fees exceeds 5%. Customer will promptly pay to ZDS any amounts shown by any such audit to be owing (which shall be calculated at ZDS's standard, non-discounted rates) plus interest as provided in Section 6.4 above. Such audits will be conducted no more than once in any period of 12 consecutive months. 6.7 Third Party Fees. Customer is solely responsible for, and none of the fees set forth herein, shall be deemed to cover any amounts owed to third parties in connection with the use of the Software, including without limitation, clearinghouse fees. 7. WARRANTIES. 7.1 Performance. Subject to Customer's payment of the Software Fees, for a period of 90 days after the Deployment Date (the "Software Warranty Period"), ZDS warrants that the Software, when installed by ZDS and used as permitted and in accordance with the instructions in the Documentation, will operate substantially as described in the Documentation. ZDS does not warrant the Customer's use of the Software will be error-free or uninterrupted. ZDS will, at its own expense and as its sole obligation and Customer's exclusive remedy for any breach of this warranty, use commercially reasonable efforts to correct any reproducible error in the Software reported to ZDS by Customer in writing during the Software Warranty Period. Any such error correction provided to Customer will not extend the original Software Warranty Period. 7.2 Services. ZDS warrants that any Services provided to Customer will be performed with due care in a professional and workmanlike manner. ZDS shall, as its sole obligation and Customer's sole and exclusive remedy for any breach of the warranty set forth in this Section 7.2, re-perform the Services which gave rise to the breach or, at ZDS's option, refund the Services Fees paid by Customer for the Services which gave rise to the breach; provided that Customer notify ZDS in writing of the breach within 30 days following performance of the defective Services, specifying the breach in reasonable detail. 7.3 Disclaimers. THE EXPRESS WARRANTIES IN TInS SEcrION 7 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATITfORY, REGARDING THE SOFIW ARE, SERVICES AND MAiNTENANCE SERVICES, AND ZDS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, lTILE, AND NON- INFRINGEMENT OF THIRD PARTY RIGHI'S. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES PROVIDED HEREIN AND THAT NO WARRANTIES ARE MADE HEREIN BY ANY OF ZDS's SUPPLIERS. 8. INFRINGEMENT CLAIMS. ZDS will defend at its own expense any action against Customer brought by a third party alleging that the Software infringes any U.S. patents or any copyrights or misappropriates any trade secrets of a third party, and ZDS will pay those costs and damages finally awarded against Customer in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Customer: (a) notifying ZDS promptly in writing of such action; (b) giving ZDS sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at ZDS's request and expense, assisting in such defense. If the Software becomes, or in ZDS's opinion is likely to become, the subject of an infringement claim, ZDS may, at its option and expense, either: (i) procure for Customer the right to continue using the Software; (ii) replace or modify the Software so that it becomes non-infringing; or (iii) accept return of the Software, terminate this MSLA, in whole or in part, as appropriate, and refund Customer the Software Fees paid for such Software upon such termination, computed according to a 36 month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, ZDS will have no obligation under this Section 8 or otherwise with respect to any infringement claim based upon: (w)any use of the Software not in accordance with this MSLA; (x) any use of the Software in combination with products, equipment, software, or data not supplied by ZDS if such infringement would have been avoided but for the combination with other products, equipment, software or data; (y) any use of any release of the Software other than the most current release made commercially available by ZDS; or (z) any modification of the Software by any person other than ZDS or its authorized agents or subcontractors. THIs SECTION 8 STATES ZDS's ENTIRE LIABILITY AND THE CUSTOMER'S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT. Version 08/02//05 MSLA No. 9. LIMITATION OF LIABILITY. ZDS's TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH ANY SOFlWARE, SERVICES OR MAINTENANCE SERVICES PROVIDED UNDER TInS MSLA OR ANY SOW, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID TO ZDS UNDER TInS MSLA DURING THE 12 MONTH PERIOD PRECEDING THE EVENT~ GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL ZDS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST DATA, LOST PROFITS AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THE MSLA OR ANY SOW, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF ZDS HAS BEEN ADVISED OF THE POSSffiILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT ZDS WOULD NOT ENTER INTO THE MSLA OR ANY SOW WITHOUT THESE LIMITATIONS ON ZDS's LIABILITY. IN ADDITION, ZDS DISCLAIMS ALL LIABILITY OF ANY KIND OF ITS SUPPLIERS. 10. CONFIDENTIALITY. 10.1 Confidential Information. Each party (the "Disclosing Party") may from time to time disclose to the other party (the "Redpienf') certain information regarding the business of the Disclosing Party and its suppliers, including technical, marketing, fmancial, employee, planning, and other confidential or proprietary information that is marked or identified as confidential, or disclosed under circumstances that would lead a reasonable person to believe such information is confidential ("Confidential Information"). The Software, including without limitation any routines, subroutines, directories, tools, programs, or any other technology included therein, shall be considered ZDS's Confidential Infonnation. The Recipient will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by the MSLA, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Recipient who have a need to know such Confidential Information for purposes of the MSLA and who are under a duty of confidentiality no less restrictive than the Recipient's duty hereunder. The Recipient will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as the Recipient protects its own confidential or proprietaIy information of a similar nature and with no less than reasonable care. 10.2 Exceptions. The Recipient's obligations under Section 10.2 with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already known to the Recipient at the time of disclosure by the Disclosing Party; (b) was disclosed to the Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Recipient has become, generally available to the public; or (d) was independently developed by the Recipient without access to, or use of, the Disclosing Party's Confidential Information. In addition, the Recipient will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party; (ii) necessary for the Recipient to enforce its rights under the MSLA or an SOW in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body. 10.3 Authority to Disclose Confidential Information. Prior to making any disclosure to ZDS of private patient information, Customer represents that it has obtained, in accordance with federal, state and local laws relating to the privacy of patient health information, including but not limited to the Health Insurance and Portability and Accountability Act of 1996 and regulations, and guidelines related thereto, a properly executed, written authorization from each of its patient or the patient's authorized representative documenting the patient's express written consent for the disclosure by Customer to ZDS of protected health information as necessary pursuant to the terms of this MSLA. 11. TERM AND TERMINATION. 11.1 Term. The term of this MSLA will begin on the Effective Date and will continue until terminated by either party as provided in Section 11.2 (the "Term"). The term for each SOW will be set forth in the applicable SOW unless terminated pursuant to Section 11.2. 11.2 Termination. Either party may terminate this MSLA and a!: Statements of Work or terminate a particular SOW, as applicable, if the other party breaches any material provision of the MSLA or an SOW and does not cure such breach within 30 days after receiving written notice thereof. 11.3 Effects of Termination. Upon termination or expiration of the MSLA for any reason: (a) any amounts owed to ZDS under this MSLA and all Statements of Work before such termination or expiration will be immediately due and payable; (b) all licensed rights granted in the MSLA will immediately cease to exist; (c) Customer must promptly discontinue all use of the Software, 2 erase all copies of the Software from Customer's computers and the computers of its customers, and return to ZDS or destroy all copies of the Software and Documentation on tangible media in Customer's possession; and (d) each party shall promptly discontinue all use of the other party's Confidential Information, and return to the other party or, at the other party's option, destroy, all copies of any such Confidential Information in tangible or electronic form. If ZDS terminates an SOW for cause, such termination will have no effect upon any other Statements of Work that may be in effect unless ZDS terminates the MSLA for cause. 11.4 Survival. Sections 1,2.2,6.4,6.5,6.6,7.3,8,9,10, ll.3, 1l.4 and 12, together with any accrued payment obligations, will survive expiration or termination of the MSLA for any reason. 12. GENERAL. 12.1 Compliance witb Laws. Customer will comply with all applicable export and import control laws and regulations in its use of the Software. 12.2 Assignments. Customer may not assign or transfer, by operation of law or otherwise, any of its rights under the MSLA or any SOW (including its licenses with respect to the Software) to any third party without ZDS' s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void. ZDS shall have the right to assign this MSLA or any SOW to any successor to its business or assets to which this MSLA relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. 12.3 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party. 12.4 U.S. Government End Users. If Customer is a branch or agency of the United States Government, the following provision applies. The Software and Documentation are comprised of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and are provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Version 08/02//05 MSLA No. Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3 (JUN 1995). 12.5 Notices. All notices, consents, and approvals under the MSLA and Statements of Work must be delivered in writing by courier, by electronic facsimile (fax), or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth on the cover page. of the MSLA and will be effective upon receipt or 3 business days after bemg deposited i~ the mail as required above, whichever occurs sooner. Either party may change its address by giving notice of the new address to the other party m writing. 12.6 Governing Law and Venue. This MSLA and all Statements of Work will be governed by and interpreted in accordance with the laws of the State. of Florida, without reference to its choice of laws rules. Any actton or proceedmg arising from or relating to this MSLA or any SOW shall be brought ~n a federal or state court in Miami-Dade County, Flonda, and each party Irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. 12.7 Waivers; Severability. All waivers must be in writing. Any w~iver or failure to enforce any provision of the MSLA or an SOW on one occasion WIll not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of the MSLA or an SOW is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable l~w. ~d the remalnl?g provisions will continue in full force and effect. Without l~mlttng the ~enerahty of the foregoing, Customer agrees that Section 9 WIll remain In effect notwithstanding the unenforceability of any provision in Section 7. 12.8 No Agency. Nothing contained herein shall be construed as creating any agency, partnership or other form of joint enterprise between the parties. 12.9 Entire MSLA. This MSLA, together with any exhibits hereto, constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, . and communication, whether written or oral. This MSLA shall not be modified except by a subsequently dated written amendment signed on behalf of ZDS and Customer by their duly authorized representatives. 3 MSLA No. EXIDBIT A MAINTENANCE SERVICES 1. DEFINITIONS. Capitalized tenns used but not defined in the MSLA shall have the meanings set forth in this Seetion 1: 1.1 "Designated Interface" shall mean the contact person or group designated by Customer and agreed to by ZDS who will coordinate all Maintenance Services requests by Customer. 1.2 "Error" shall mean a reproducible defect in the Supported Program when operated on a Supported Environment, which causes the Supported Program not to operate substantially in accordance with the Documentation. 1.3 "Resolution" shall mean a modification or workaround to the Supported Program and/or Documentation and/or other infonnation provided by ZDS to Customer intended to resolve an Error. 1.4 "Emergency Support Hours" shall mean 24 hours a day, 7 days a week. 1.5 "Business Hours" shall mean 6 a.m. to 6 p.m., Monday to Friday (Mountain Time). 1.6 "Supported Environment" shall mean any hardware and operating system platfonn which ZDS supports for use with the Supported Program. 1.7 "Supported Program" shall mean the current version of the Software, for which Customer has paid the then-current Maintenance Fees. 1.8 "Update" means a subsequent release of the Software which ZDS generally makes available for Software licensees at no additional license fee other than shipping and handling charges, provided Customer has paid the Maintenance Fees for such licenses for the relevant time period. Update shall not include any release, option or future product which ZDS licenses separately. 2. MAINTENANCE SERVICES PROVIDED. 2.1 Telephone Support. <a) Emergencv Suooort. ZDS will provide telephone support to the Designated Interface during the Emergency Support Hours to address Errors that prevent Customer from using the Supported Programs for a purpose for which the user has an immediate need (e.g., all users unable to login to the system constitutes an emergency versus a single user's inability to login, which does not constitute an emergency because there is an acceptable workaround available, logging in as another user). (b) Technical Suooort. ZDS will provide telephone support to the Designated Interface during the Business Hours to address all other Errors relating to software. Such telephone support will include the following: (i) Clarification of functions and features of the Supported Program; (ii) Clarification of the Documentation; (iii) Guidance in operation of the Supported Program; (iv) Assistance in identifying and verifying the causes of suspected Errors in the Supported Program; and (v) Advice on bypassing identified Errors in the Supported Program, if reasonably possible. ZDS shall use commercially reasonable efforts to provide a Resolution to the Supported Program. ZDS will acknowledge each Customer report of an Error by written acknowledgment, in electronic form, setting forth a Service Request number (SR#) for use by Customer and ZDS in all correspondence relating to such Error to track the Error until it is resolved. 2.2 Travel and Other Expenses. Maintenance Services provided hereunder shall be provided at ZDS's principal place of business, or at Customer's location at ZDS's expense, as determined in ZDS's sole discretion. Should Customer request that ZDS send personnel to Customer's location to resolve any Error in the Supported Program, ZDS may charge Customer for reasonable travel, meals and lodging expenses. Under such circumstances, ZDS may also charge Customer for actual costs for supplies and other expenses reasonably incurred by ZDS, which are not of the sort nonnally provided or covered by ZDS, provided that Customer has approved in advance the purchase of such supplies and other expenses. If Customer so requires, ZDS shall submit written evidence of each expenditure to Customer prior to receiving reimbursement of such costs and expenses. 2.3 Exceptions. ZDS shall have no responsibility under this MSLA to fix any Errors arising out of or related to the following causes: (a) Customer's modification or combination of the Supported Program (in whole or in part), (b) use of the Supported Program in an environment other than a Supported Environment; or (c) accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure or fluctuation of electric power, air conditioning or humidity control; failure of media not furnished by ZDS; excessive heating; fire and smoke damage; operation of the Supported Program with other media and hardware, software or telecommunication interfaces not meeting or not maintained in accordance with the manufacturer's specifications; or causes other than ordinary use. Any corrections perfonned by ZDS for such Errors shall be made, in ZDS's reasonable discretion, at ZDS's then-current time and material charges. 3. UPDATES. ZDS will provide Updates for the Supported Programs as and when developed for general release in ZDS's sole discretion. Each Update will consist of a set of programs and files made available on machine-readable media and will be accompanied by Documentation adequate to infonn Customer of the problems resolved and any significant operational differences resulting from installing the Update. Unless otherwise agreed by the parties, Customer will be solely responsible for the installation of any Updates in accordance with the Documentation and the installation instructions provided by ZDS to Customer. If Customer requests the ZDS install updates, such Services shall be subject to an SOW executed by the parties. 4. CUSTOMER RESPONSIBILITIES. 4.1 Designated Interface. Only individuals who have been trained with respect to the Supported Programs shall serve as the Designated Interfacp with ZDS for the Maintenance Services provided hereunder. 4.2 Access to Personnel and Equipment. Customer shall provide ZDS with access to Customer's personnel and its equipment during Support Hours. This access must include the ability to remotely access the equipment on which the Supported Programs are operating and to obtain the same access to the equipment as those of Customer's employees having the highest privilege or clearance level. ZDS will infonn Customer of the specifications of the remote access methods available and associated software needed, and Customer will be responsible for the costs and use of said equipment. Version 08/02/05 Exhibit A-I . EXIDBIT B SERVICES 1. DEFINITIONS. Capitalized terms used in this Exhibit B but not defined in the MSLA shall have the meanings set forth herein. 2. SERVICES. 2.1 ZDS Obligations. ZDS agrees to provide the Services as more specifically described in, and in accordance with, any SOW executed under the MSLA, substantially in the fonn attached hereto as Exhibit B-1. 2.2 Customer's Obligations. (a) Access. Customer shall at its own expense provide or make available to ZDS access to the Customer's premises, systems, telephone, tenninals and facsimile machines and all relevant infonnation, documentation and staff reasonably required by ZDS to enable ZDS to perfonn the Services. (b) Maintenance of Access Conditions. Customer is responsible for maintaining the conditions of access specified in clause 2.2(a) above and the SOW. ZDS may suspend its obligations during such period that such conditions of access are not maintained and Customer agrees to reimburse ZDS for any reasonable costs incurred as a result of such suspension at its then current time and materials rates. (c) Other Oblill:ations. Customer agrees to perfonn its obligations hereunder (including the SOW) in a timely manner and shall co-operate and provide ZDS with requested infonnation to enable ZDS to perfonn the Services. To the extent that ZDS is perfonning work in accordance with specifications provided by Customer, Customer shall be solely responsible for compliance with all laws and regulations. 3. EXTENSION OF TIME. 3.1 Delay. Customer acknowledges that time frames and dates for completion of the Services as set out in the SOW are estimates only and the ability to meet them is influenced by a range of factors including: (a) the developing nature of the scope of work; (b) the perfonnance of third party contractors involved in the process; (c) the contribution of resources by the Customer; and (d) times of response by and level of co-operation of Customer. Obligations as to time are therefore on a "reasonable efforts" basis only and ZDS shall not be liable for failure to meet time frames or completion dates unless that is due to negligence of ZDS. 3.2 Changes. Customer understands that ZDS's perfonnance is dependent in part on Customer's actions. Accordingly, any dates or Version 08/02/05 MSLA No. time periods relevant to perfonnance by ZDS hereunder will be appropriately and equitably extended to account for any delays resulting from changes due to Customer's acts or omissions. If either party proposes in writing a change to the scope or timing of the Services, the other party will reasonably and in good faith consider and discuss with the proposing party the proposed change and a revised estimate of the costs for such change. 3.3 Notification. Where in ZDS's reasonable opinion there is likely to be a delay in the provision of Services under any SOW because of a cause beyond the reasonable control of ZDS (including default or delay of Customer in perfonning its obligations), ZDS will: (a) notifY Customer of the circumstances of the delay; (b) give details of the likely effect of the delay and develop, at the Customer's expense, a strategy to manage the consequences of the delay; (c) request a reasonable extension of time; and (d) submit to Customer a statement of the variations to the SOW resulting from the delay. 4. ACCEPTANCE. Without limiting any applicable warranties sc~ forth in the MSLA, the Services will be deemed accepted upon perfonnance and any Deliverables (as defmed in Section 5.2 below) delivered pursuant to an SOW will be deemed accepted upon delivery. 5. OWNERSHIP AND LICENSE. 5.1 Ownership. ZDS shall retain all right, title and interest in and to: (a) all software, tools, routines, programs, designs, technology, ideas, know-how, processes, techniques and inventions that ZDS makes, develops, conceives or reduces to practice, whether alone or jointly with others, in the course of perfonning the Services; (b) all enhancements, modifications, improvements and derivative works of the Software and of each and any of the foregoing; and (c) all Intellectual Property Rights related to each and any of the foregoing (collectively, the "ZDS Property"). 5.2 License. Provided that Customer is not in breach of any material tenn of the MSLA or any SOW, ZDS grants Customer a non-exclusive, non-transferable license, without rights to sublicense, to use the ZDS Property that is incorporated into deliverables delivered pursuant to an SOW (each, a "Deliverable"), solely for Customer's own internal business purposes in connection with the use of the Deliverable and the Software and solely for so long as the licenses to the Software granted pursuant to the MSLA remain in effect. Exhibit B SOW NO. MSLA NO. EXHIBIT B-1 FORM OF DEPLOYMENT SOW This SOW is executed subject to and made a part of that certain Master Software License Agreement between ZOLL DATA SYSTEMS, INC. ("ZDS") and ft"1tJfAlIAII/~'Customer") executed on~tu... ",-, 200-' (the "MSLA"). Unless explicitly stated otherwise lD this SOW, any capitalized terms shall have the meaning given to them in the MSLA. 1.0 Project Objective and Scope Provide a clear, concise description of the scope of the project. 2.0 ZDS Responsibilities Define the actual work ZDS will perform under the sow. The work will be defined with sufficient detail to provide a clear understanding of the engagement responsibilities, limitations, exclusions, and out-of-scope items. 3.0 Customer Responsibilities Define the actual work (if any) that Customer will perform under this SOw. This work will be defined with sufficient detail to provide a clear understanding of the engagement responsibilities. 4.0 Deliverables List the Deliverables for the engagement, including a short description of the Deliverable and format of delivery. 5.0 Key Assumptions, Risks, and Issues Details the assumptions, risks and issues upon which the Statement Of Work will be based List any contingencies or dependenciesfor the Deliverables. 6.0 Estimated Schedule Outline the estimated schedule of key activities, (e.g., delivery of Deliverables, important milestones). 7.0 ZDS Key Resources Specify the project manager and other key ZDS key personnel that will work on the project, as well as other required material resources. If applicable, list the categories of resources (i.e. titles) and descriptions of the roles and responsibilities of such resources. 8.0 Customer Key Resources Specify the project manager and other key Customer personnel that will work on the project, as well as other required material resources. If applicable, list the categories of resources (i.e. titles) and descriptions of the roles and responsibilities of such resources. 9.0 Additional Terms and Conditions (if applicable) List any additional or alternative terms and conditions, if applicable. Version 08/02105 Exhibit B-1 MSLA No. By (Si sentatives to execute this SOW IN WITNESS WHEREOF, the parties have caused their duly effective as of~~1\dl.- l.-, 20~. ZOLL DATA SYSTEMS, INC. ST David Dermer Name (Print) Title FORM OF CUSTOM SOl.; This SOW is executed subject to and made a part of that certain Master Software License Agreement between ZOLL DATA SYSTEMS, INC. ("ZDS") andCtJ1,1 ,."...., ~"Customer") executed on ~.ft.w'- .k., 200~(the "MSLA"). Unless explicitly stated otherwise in this SOW, any capitalized terms shall have the meaning given to them in the MSLA. 1.0 Project Objective and Scope Provide a clear, concise description of the scope of the project. 2.0 ZDS Responsibilities Define the actual work ZDS will peiform under the sow. The work will be defined with sufficient detail to provide a clear understanding of the engagement responsibilities, limitations, exclusions, and out-of-scope items. 3.0 Customer Responsibilities Define the actual work (if any) that Customer will perform under this SOw. This work will be defined with sufficient detail to provide a clear understanding of the engagement responsibilities. 4.0 Deliverables List the Deliverables for the engagement, including a short description of the Deliverable and format of delivery. 5.0 Key Assumptions, Risks, and Issues Details the assumptions, risks and issues upon which the Statement Of Work will be based List any contingencies or dependencies for the Deliverables. 6.0 Estimated Schedule Outline the estimated schedule of key activities, (e.g., delivery of Deliverables, important milestones). 7.0 ZDS Key Resources Specify the project manager and other key ZDS key personnel that will work on the project, as well as other required material resources. If applicable, list the categories of resources (i.e. titles) and descriptions of the roles and responsibilities of such resources. 8.0 Customer Key Resources Specify the project manager and other key Customer personnel that will work on the project, as well as other required material resources. If applicable, list the categories of resources (i.e. titles) and descriptions of the roles and responsibilities of such resources. I REV 05/31/02 ZDS Systems, Inc. Page 21 MSLA No. 9.0 Additional Terms and Conditions (if applicable) List any additional or alternative terms and conditions, if applicable. IN WITNESS WHEREOF, the parties have caused their du a tho i effective as of r..cplll4/u- iL, 20~. ZOLL TASYSTEMS'~ ~, B (S ~ature) & ~. . %11/;4 ! r yJ I Name (Print) I lJ f- Sq t-') . re esentatives to execute this SOW Title David Dermer Name (Print) Mayor Title UJ' p~ Robert Parcher, City Clerk APPROVED AS TO FORM & LANGUAGE & FOR CUTlON ~ Attest: I REV 05/31/02 ZDS Systems, Inc. Page 31 e MIAMIBEACH PROCUREMENT Division MEMORANDUM SUBJECT: ZOLL Data systems ~ () & ,,4 R :/h/O~ " {; 'J. CJ/ C~ I~ TO: Robert Parcher - City Clerk FROM: Pamela Leja - Procurement Division DATE: November 1, 2006 Hello Bob, Following is the only set I was provided for ZOLL Data Systems Master Software License Agreement and Maintenance Services. This was approved for the City's Fire Department at the September 6th Commission Meeting. I just received the agreement signed by ZOLL yesterday. Please call me upon being signed, and I will have it picked up, copies made to those that require them, and distributed accordingly. Thanks-ar)d regards, ~Ia Leja, CPPB Ext.. 6650 I Parcher, Robert From: Sent: To: Subject: Parrino, Christopher Tuesday, November 07, 2006 8:21 AM Parcher, Robert Re: Agreement with Zoll Data System Thank you Bob MIAMIBEACH Chris Parrino, Division Chief, Emergency Medical Services FIRE- RESCUE 2300 pinetree Drive, Miami Beach, FL 33140 Tel: 305-673-7130 / Fax: 305-673-7257 / cparrino@miamibeachfl.gov Sent from my BlackBerry Wireless Device -----Original Message----- From: Parcher, Robert To: Parrino, Christopher CC: Jordan, Floyd; Yuhr, Eric Sent: Tue Nov 07 08:19:25 2006 Subject: FW: Agreement with Zoll Data System Good morning Chris. I should have included you in the email below. Sorry. Bob MIAMI BEACH Robert Parcher, City Clerk CITY CLERK'S OFFICE 1700 Convention Center Drive, Miami Beach, FL 33139 Tel: 305-673-7411 / Fax: 305-673-7254 / www.miamibeachfl.gov <http://www.miamibeachfl.gov/> We are committed to providing excellent public service and safety to all who live, work and play in our vibrant, tropical, historic community. From: Parcher, Robert Sent: Tuesday, November 07, 2006 8:03 AM To: Jordan, Floyd Cc: Yuhr, Eric; Leja, Pamela Subject: Agreement with Zoll Data System Good morning all. FYI - The agreement I am signing today is for $100,900 which is what the City Commission approved (see below). The agreement also has a $19,680 maintenance fee which is in addition to the $100,900, which was not approved by the Commission. I guess the maintenance fee is being approved via the City Manager's authorization. 1 If you have any questions, pls call me at X6451. Bob C7K A Resolution Waiving By 5/7ths Vote, The Formal Competitive Bidding Requirements, Finding Such Waiver To Be In The City's Best Interest, And Authorizing A Purchase For The Miami Beach Fire Department, In The Amount Of $100,900.00, To Zoll Data Systems, Inc., For The Purchase Of Rescuenet Tabletpcr Software; And Further Authorizing The Mayor And City Clerk To Execute An Agreement With Zoll Data Systems, Inc. (Fire Department) ACTION: Resolution No. 2006-26291 adopted. Chief Jordan to handle. MIAMIBEACH Robert Parcher, City Clerk CITY CLERK'S OFFICE 1700 Convention Center Drive, Miami Beach, FL 33139 Tel: 305-673-7411 / Fax: 305-673-7254 / www.miamibeachfl.gov <http://www.miamibeachfl.gov/> We are committed to providing excellent public service and safety to all who live, work and play in our vibrant, tropical, historic community. 2