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ORD 39949 - Agmt with Zoll Data Systems Inc for master software license ol4AF1 ,1V.6,8 k, i f .. �� ► ", „�s Fire Department ������f��tr�� r � __ 1516 Jackson Street ®�Y Cl��lir� �' Omaha,Nebraska 68102-3110 p�F ,,t2 "':'>-a (402)444-5700 Ao a FAX(402)444-6378 R4TEU FEBR°P4 Bernard J. Kanger,Jr. City of Omaha Interim Fire Chief Jean Stothert,Mayor Honorable President and Members of the City Council, Attached is an Ordinance requested by the Omaha Fire Department to approve a Maintenance Addendum to a Master Software License Agreement with ZOLL Data Systems, Inc. to maintain the RescueNet ePCR Suite which was purchased by Resolution No. 1677 on December 17, 2013. Approval of this Maintenance Agreement is for a term of five years at an initial cost of$20,900 per year and will cover upgrades and technical support for the software during the term. The fees will not increase more than 3% or the CPI (whichever is lower) annually. This Ordinance will allow for support of the software for a period of up to five years for the Maintenance Agreement to the Master Software License Agreement and was part of the original contemplated purchase. It was necessary to actually approve the purchase by Resolution in order to get the benefit of a reduced pricing available in 2013. Funds for the purchase of the Maintenance Addendum to the Master Software License Agreement were approved in the Omaha Fire Department's budget, General Fund 11111 EMS Response 114582 Maintenance Contract 42411. The contractor has on file a current annual Contract Compliance Report Form CC-1. We respectfully request approval of the attached Ordinance. Respectfully submitted, Approved: s z 3 kl, t1V., , � �, } JO / Bernard J. Kanger,. Date Mikki Frost t) ate Interim Fire Chief Human Rights & Relations Director Approved as to Funding: Referred to City Council for consideration: i /19 4'5 Q2/1/4 f`,, t :4.. /`'? — !z-/'/ Ste he B. Curtiss ate Mayoras,O f ice Date p Y Finance Director p:\law-city council document\2014\10015dae.doc ORDINANCE NO. r 399`/1 AN ORDINANCE to approve a Maintenance Addendum to Master Software License Agreement between City of Omaha and ZOLL Data Systems,Inc.,a Delaware corporation in the initial amount of$20,900 per year for a period up to five years; such Maintenance Agreement is to be for the benefit of the City of Omaha Fire Department in support of the RescueNet ePCR Suite purchased by Resolution No. 1677 on December 17, 2013; such Maintenance Agreement involves the appropriations of more than one year in accordance with § 5.17 of the Home Rule Charter of the City of Omaha, 1956, as amended; to authorize the Finance Department to make payment for specified accounts;and to provide an effective date hereof. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: Section 1. That the Maintenance Addendum to Master Software License Agreement between the City of Omaha and ZOLL Data Systems, Inc. in the initial amount of$20,900 per year for a period up to five years for maintenance of the RescueNet ePCR Suite, involving appropriations of more than one (1)years in accordance with § 5.17 of the Home Rule Charter of the City of Omaha, 1956, as amended. Section 2. That the attached Maintenance Addendum to Master Software License Agreement between the City of Omaha and ZOLL Data Systems, Inc. is hereby approved. Section 3. That the Finance Department is authorized to make payments to ZOLL Data Systems, Inc. from General Fund 11111 EMS Response 114582 Maintenance Contract 42411. Section 4. That this Ordinance not being of legislative character shall be in full force and take effect from its date of passage. ORDINANCE NO. ;.5999 PAGE 2 INTRODUCED BY COUNCILMEMBER AP4fride., APPROVED BY: kelt YOR OF THE CITY OF OMAHA] ATE PASSED MAR 1 8 2014 2.-C ATTEST: C Y CLERK OF THE CITY OF OMA A ATE APPROVED AS TO FORM: C . � Z c DEPUTYCITY ATTORNEY DA E p:\law-city council documents\2014\10016dae.doc MAINTENANCE ADDENDUM TO MASTER SOFTWARE LICENSE AGREEMENT This Maintenance Addendum (the "Addendum") is entered into as of January 29, 2014 by and between ZOLL Data Systems, Inc., a Delaware corporation with an address of 11802 Ridge Parkway, Suite 400, Broomfield, CO 80021 ("ZOLL"), and Omaha Fire Department with an address of 1516 Jackson Street, Omaha,Ne 68102 ("Customer"). WHEREAS, ZOLL and Customer are parties to that certain Master Software License Agreement dated as of December 2,2013 (the"Agreement"); and WHEREAS, the parties wish for ZOLL to provide Customer certain support and maintenance services under the Agreement, as hereinafter set forth. Capitalized terms used herein without a definition shall have the meaning set forth in the Agreement. NOW THEREFORE, in consideration of the mutual promises, covenants and obligations contained herein, and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following terms and conditions: 1. Definitions: The following terms shall have the following meanings: a. The term "Maintenance Services" means those maintenance and support services to be provided by ZOLL to Customer with respect to the Software pursuant to Section 2 hereof. b. The term "Maintenance Fees" means ZOLL's then current standard fees for the Maintenance Services. 2. Maintenance Services. Subject to Customer's payment of all applicable Maintenance Fees, ZOLL shall provide Customer with those Maintenance Services described in Exhibit A hereto. ZOLL will provide the Maintenance Services only for the most current release and the two immediately preceding major releases of the Software. ZOLL may elect to cease supporting a platform upon 6 months' notice to Customer. 3. Maintenance Fees: Maintenance Services are provided without charge for 90 days from the Deployment Date (i.e., during Software Warranty Period). Following the expiration of the Software Warranty Period, Customer shall pay ZOLL annual Maintenance Fees in the amount of 20.00% of the total combined Services Fees for customization of the Software performed by ZOLL pursuant to a Statement of Work (SOW) executed under the Agreement, if any, and the then-current list price for the Software, excluding discounts. Maintenance Fees for third party software are set by the software vendor. The Maintenance Fees shall include the cost of any upgrades necessary to keep Customer NEMSIS compliant. Maintenance Fees for the first twelve months following the expiration of the Software Warranty Period will be $20,900. Maintenance fees will not dms.us.53267724.02 increase more than 3% or CPI (whichever is lower) annually. Customer will be notified in advance of any fee increases. 4. Payment Terms: Sixty (60) days following the Deployment Date, ZOLL will invoice Customer for the Maintenance Services for one year to commence on the date of expiration of the Software Warranty Period. ZOLL will invoice Customer on an annual basis thereafter for all further Maintenance Fees unless Customer notifies ZOLL within 30 days of the end of the then-current Maintenance Services period. ZOLL will have no obligation to provide Maintenance Services to Customer if any invoice issued under this Addendum 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. 5. Miscellaneous. a. This Addendum is subject to all of the terms and conditions set forth in the Agreement. To the extent the terms and conditions set forth in this Addendum conflict with any terms or conditions set forth in the Agreement,the terms and conditions of this Addendum shall govern. Except as provided herein, all other terms of the Agreement and each parry's rights and obligations thereunder remain in full force and effect. b. This Addendum may be executed in multiple counterparts and may be delivered by facsimile or other form of electronic communication, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. c. The parties agree that the governing law and dispute resolution provisions of the Agreement are incorporated by reference into this Addendum, and such provisions will govern enforcement of, and any disputes related to, this Addendum. [Remainder of Page Intentionally Left Blank;Signature Page Follows.] 2 dms.us.53267724.02 IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the day and year first above written. CITY OF OMAHA ZOLL Data Systems,Inc. Omaha Fire Department By: AS7' By: Name: , � �y v V Name: Jeko S TUTIf6-4T Title: C- I Title: /17/9-y�,e- Date: I i 1 t`+ Date: Mo4e4 ATTEST: Bus er Brown, City Clerk G ROVED AS TO c ' 1)3)ity DEPUTY CITY ATTORNEY dms.us.53267724 02 Exhibit A - MAINTENANCE SERVICES 1. Definitions. Capitalized terms used but not defined in the Agreement or the Addendum shall have the meanings set forth in this Section 1: 1.1. "Designated Interface" shall mean the contact person or group designated by Customer and agreed to by ZOLL 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 information provided by ZOLL 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 platform which ZOLL 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 ZOLL 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 ZOLL licenses separately. 2. Maintenance Services Provided. 2.1. Telephone Support. a. Emergency Support. ZOLL will provide telephone support to the Designated Interface during the Emergency Support Hours to address Errors that prevent Customer from using the RescueNet Dispatch program 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 under a different account). b. Technical Support. ZOLL 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: A-1 dms.us.53267724.0I 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. ZOLL shall use commercially reasonable efforts to provide a Resolution to the Supported Program. ZOLL 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 ZOLL 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 ZOLL's principal place of business, or at Customer's location at ZOLL's expense, as determined in ZOLL's sole discretion. Should Customer request that ZOLL send personnel to Customer's location to resolve any Error in the Supported Program, ZOLL may charge Customer for reasonable travel, meals and lodging expenses. Under such circumstances, ZOLL may also charge Customer for actual costs for supplies and other expenses reasonably incurred by ZOLL, which are not of the sort normally provided or covered by ZOLL, provided that Customer has approved in advance the purchase of such supplies and other expenses. If Customer so requires, ZOLL shall submit written evidence of each expenditure to Customer prior to receiving reimbursement of such costs and expenses. 2.3. Exceptions. ZOLL 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 ZOLL; 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 performed by ZOLL for such Errors shall be made, in ZOLL's reasonable discretion, at ZOLL's then-current time and material charges. 3. Updates. ZOLL will provide Updates for the Supported Programs as and when developed for general release in ZOLL'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 inform Customer of the problems resolved and any significant operational differences resulting from installing the Update and must A-2 dms.us.53267724.01 be compliant with NEMSIS standard as they then exist. 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 ZOLL to Customer. If Customer requests that ZOLL installs 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 Interface with ZOLL for the Maintenance Services provided hereunder. 4.2. Access to Personnel and Equipment. Customer shall provide ZOLL 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. ZOLL will inform 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. A-3 dms.us.53267724.01 ORDINANCE NO. Lie/95/g AN ORDINANCE to approve a Maintenance Addendum to Master Software License Agreement between City of Omaha and ZOLL Data Systems, Inc., a Delaware corporation in the initial amount of$20,900 per year for a period up to five years; such Maintenance Agreement is to be for the benefit of the City of Omaha Fire Department in support of the RescueNet ePCR Suite purchased by Resolution No. 1677 on December 17, 2013; such Maintenance Agreement involves the appropriations of more than one year in accordance with § 5.17 of the Home Rule Charter of the City of Omaha, 1956, as amended; to authorize the Finance Department to make payment for specified accounts; and to provide an effective date PRESENTED TO COUNCIL hereof. 1st 7ing 4 2014 - � p:Alaw-city council documents\2014\10017dae.doc / He rig MAR 1 1 2014 - -- PUBLICATIONS / Final Reading 1AR 1 8 2014 PUBLICATION OF HEARING Passed 7-c Date 3 7-1( BUSTER BROWN City Clerk PUBLICATION OF ORDINANCE Date