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HomeMy WebLinkAboutRECOGNITION SOLUTIONS, INC - 2001-10-01 CITY OF HUNTINGTON BEACH 2000 MAIN_ STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL! REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH DATE: October 10, 2001 TO: Recognition Solutions, Inc. ATTENTION: Douglas Brown Name — 0645 N. Tatum Blvd. , Suite 200-243 DEPARTMENT: Street Phoenix, AZ 85028 REGARDING: Software License City,State,Zip See Attached Action Agenda Item E-17 Date of Approval 10/01/01 Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item. Remarks: G x� ow-Oz4al— Connie Brock%vay City Clerk Attachments: Action Agenda Page x Agreement x Bonds Insurance x RCA Deed Other CC: M. Dolder Fire x x x Name Department RCA Agee.:.ent Insurance Other Nam Department RCA Ageemmi Insurance Other Name Department RCA Ageement Insurance Other Tame Department RCA AUccr..e.-It Insurance Other C. Mendoza Risk Mgmt. x x Name Department RCA Insurance (Telephone:714-536-5227) Council/Agency Meeting Held:_ 10-0)-0) Deferred/Continued to: 'D(A r ved ❑ C nditianal y Approved ❑ Denied �mP- Cler gnature Log 6i_ft� Council Meeting Date: October 1, 200 Department ID Number: FD 01-019 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION f SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City AdministratorpJ PREPARED BY: MICHAEL P. DOLDER, Fire Chief/Information Systems Director SUBJECT: AUTHORIZE APPROPRIATION OF FIREMED FUNDS AND APPROVE AGREEMENT WITH RECOGNITION SOLUTIONS INCORPORATED TO OBTAIN UPGRADED SOFTWARE LICENSE FOR CITY'S PARAMEDIC QUALITY ASSURANCE PROGRAM Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s) Statement of Issue: Should the City of Huntington Beach enter into an agreement with Recognition Solutions Incorporated (RSI) to upgrade the Paramedic Quality Assurance Software that monitors Advance Life Support Services provided by the Huntington Beach Fire Department? Funding Source: An appropriation of$210,000 from the Unappropriated FireMed Enterprise Fund balance (502.31110) to FireMed account number 50265401.86100 is recommended to fund the acquisition and installation of SynOptir Quality Assurance Software upgrade. The Fiscal Impact Statement (Attachment 1) is attached. Recommended Action: MOTION TO: 1. Authorize the appropriation of $210,000 from the Undesignated, Unappropriated FireMed Fund balance to FireMed account number 50265401.86100. 2. Approve and authorize the Mayor and City Clerk to execute the Software License Agreement Between Recognition Solutions Incorporated and the City of Huntington Beach for RSI SynOptix® and FireMed Pro in an amount not to exceed $210,000. o c Alternative Action(s): Do not approve the agreement between the City of fantAton Beach and RSI and direct staff accordingly. b 01 a r T7 - � r �r w f REQUEST FOR COUNCIL ACTI N MEETING DATE: October 1, 2001 DEPARTMENT ID NUMBER: FD 01-019 Analysis: The Huntington Beach Fire Department's FireMed Program is currently funding and participating in an-Orange County Pilot Project to determine the feasibility of utilizing a scanner-based pre-hospital data collection system. RSI developed their SynOpte software exclusively for Emergency Medical Services (EMS) and Fire Department use. Since its earlier version, originally released in 1996, the data system has been installed in over 150 sites throughout the United States. Presently, EMS and Fire agencies located in the states of Alabama, Arizona, Arkansas, California, Colorado, Florida, Idaho, Illinois, Louisiana, Mississippi, Nevada, North Dakota, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Dakota, Tennessee, Texas, and Washington are using current and earlier versions of this system to collect a wide variety of information from over 5.5 million medical aid incidents annually. The medical data is collected via a Patient Care Record (PCR) document completed by paramedics when treating a patient. The PCR is a narrative documentation of the assessment, intervention, response to intervention, disposition, and on-scene circumstances for patients treated by emergency personnel. It is a legal document subject to subpoena that becomes a permanent part of a patient's medical record. The PCR is utilized as a tool for retrospective review of care provided by prehospital personnel (firefighters and paramedics) to patients. Complete and accurate documentation enhances the quality of patient care, as well as the ability to identify system trends and education needs. The current version of the SynOptix• FireMed Pro reporting system software in use by the Huntington Beach Fire Department automatically identifies the paramedic/medical document, electronically resizes the images and removes lines, then intelligently validates and corrects the data. Fire Department staff then views and edits the document on computer screens, and corrects any questionable data not recognized by the software. This reporting system allows for improved record access and quality assurance controls for paramedic delivery. Unlike previous methods that only maintained records in archival storage that must be manually retrieved, this new system provides both data and images "on-line" for immediate access. The system significantly improves our EMS records management system, enabling rapid access to indicators that track trends, treatments, skills, and system performance. This information is a key ingredient in maintaining an ongoing continuing quality improvement system. The current version of the SynOptix®software will be replaced with RSI SynOptix® and FireMed Pro, which will allow for continual vendor support and additional expansion capabilities. The proposed Software License Agreement (Attachment 2), takes advantage of many features not in the existing version, including: • Integrated reporting that reduces need for customized reports. • Ability to centralize verification, thereby consolidating and reducing operational costs. Fa01 019 Auth FireMed Funds—RSI Agreement.doc .2. 9/24101 9:25 AM • REQUEST FOR COUNCIL ACTR MEETING DATE: October 1, 2001 DEPARTMENT ID NUMBER: FD 01-019 Analysis: (continued) • Electronic merging of field device data (cardiac monitors/defibrillators) that enable replaying of heart rhythms and defibrillation activities. • Ability to merge audio and video recordings from each EMS response with the PCR data. Recently, the Los Angeles County Fire Department adopted the latest version of RSI's SynOptix® software to monitor its treatment to over 180,000 patients annually. It is anticipated, as more departments convert to electronic data exchange and document management systems, that overall costs of continuing quality improvement systems, record storage, and liability will go down. Environmental Status: Not applicable. Attachment(s): City Clerk's Page Number No. Description 1 Fiscal Impact Statement 2 Software License Agreement Between Recognition Solutions Incorporated and the City of Huntington Beach for RSI SynQptix® and FireMed Pro with approved Certificate of Insurance RCA Author: Dolder FD01 019 Auth FireMed Funds_RSI Agreement.doc -3- 9124101 9:13 AM A TTA CHMENT 1 • • � CITY OF HUNTINGTON BEACH 4 INTERDEPARTMENTAL COMMUNICA TION To: Ray Silver, City Administrator From: Clay Martin, Director of Administrative Services Subject: FIS 2002-02 Authorize Appropriation of Firemed Funds and Approve Agreement with RSI to Obtain Upgraded_Software License for City's Paramedic QA Program - - Date: September 21 , 2001 As required by Resolution 4832, this Fiscal Impact Statement has been prepared for "Authorize Appropriation of Firemed Funds and Approve Agreement with RSI to Obtain Upgraded Software License for City's Paramedic QA Program". - If the City Council approves this request (total appropriation $202,000), the estimated actual working capital of the Firemed Fund at September 30, 2002 will be reduced to $462,000. Clay ��in ,Direcr of Administrative Services A TTA CHMENT 2 CITY OF HUNTINGTON BEACH INTER-DEPARTMENT COMMUNICATION To: Connie Brockway, City Clerk From: Michael P. Dolder, Fire Chief/Information Systems Director ^, Date: October 8, 2001 0 _ C, SUBJECT: SOFTWARE LICENSE AGREEMENT — RECOGNITION SOLUTIONS INCORPORATED (RSI) ' APPROVED OCTOBER 1, 2001 r N Y' Paul D'Alessandro and John Fujii, City Attorney's Office, discovered that Exhibit "C" of the Software License Agreement Between Recognition Solutions Incorporated and the City of Huntington Beach was not included with the final agreement presented to the City Council on October 1, 2001. This exhibit is a `blank' form to be used for additional software orders and exchanging administrative information. Since this exhibit will be used primarily for transmittal of information, they do not feel it is necessary to go back to the City Council to get this exhibit approved. Therefore, please include the attached original Exhibit "C" for with the final, executed agreement(s). There were two originals of the subject agreement submitted to the City Clerk. If you have any questions, please call me at ext. 5402. M PDicgs s:fmtldolderlmemo city cleric RSI exhibit C Attachments cc: Jeffrey Hughes, Deputy City Clerk Carolyn Strook, Administrative Assistant to the Fire Chief SOFTWARE LICENSE AGREEMENT BETWEEN RECOGNITION SOLUTIONS INCORPORATED AND THE CITY OF HUNTINGTON BEACH This Agreement("Agreement') is made and entered into this 1st day of October , 2001, by and between the City of Huntington Beach, a municipal corporation of the State of California (CUSTOMER) and RECOGNITION SOLUTIONS INCORPORATED, an Arizona corporation (RSI). 1. Definitions (a) "Software" means the computer programs and documentation listed in Exhibit"A", whose functional requirements are described in Exhibit"B", both of which are attached to this Agreement and incorporated herein by this reference. (b) "Install" means placing the Software on a computer's hard disk, CD-ROM or other secondary storage device. (c) "Use" means (i) executing or loading the Software into computer RAM or other primary memory, and (ii)copying the Software for archival or emergency restart purposes. 2. Grant of Rights (a) Network License. RSI hereby grants to CUSTOMER a perpetual, nonexclusive license to Install and Use the Software on the Local Area Network currently operating at the following sites: City of Huntington Beach City of Newport Beach 2000 Main Street 3300 Newport Blvd Huntington Beach, CA 92648 Newport Beach, CA 92663 (b) Uses Authorized. CUSTOMER may use the Software only for the processing of data for its own use, including use by any third party who is contracting with CUSTOMER to perform a service for CUSTOMER. This Agreement does not permit CUSTOMER to use the Software to furnish data processing services to any person, firm, organization, government or other entity other than CUSTOMER, except for the City of Newport Beach,without written permission from RSI. (c) Number of Users. CUSTOMER shall use the Software only upon the terminals to which the Software has been installed by RSI (Designated Terminals) unless a Designated Terminal is inoperative because of (i) Malfunction, (ii) Performance of maintenance, or (iii) Modification to a Designated Terminal; In such event, CUSTOMER may use the Software on a backup or substitute terminal while a Designated Terminal is inoperative. 1 01 agree/rsi/jmf/jn/9/21/01 (d) Hardware consideration. The following hardware and software are to be purchased and/or utilized by CUSTOMER to support the Imaged Patient Care Record (IPCR) system: • Scanner-to scan Patient Care Record (PCR) and related documents • Scanning Workstation (Pentium III or better)-to access database and control scanning activities. • Image-enabled workstations-to access database, verify, maintain, and retrieve data • Image Server-dedicated server for the purpose of processing received images • Database server-to house the Microsoft SQL Server database used in the IPCR application • Mass storage-Raid 5 or better attached to the database server with a minimum of 60 GB of storage • Operating environment-Microsoft Windows NT 4.0 or better (e) Scope and nature of services to be performed by RSI,tangible deliverables to be provided to CUSTOMER. 1) Convert existing database to upgraded version (FireMed Pro 2.0) 2) Integrate, install, and deliver software upgrade to CUSTOMER's Fire Department 3) Perform staging and deployment 4) Provide telephone support to CUSTOMER's Fire Department 5) Provide maintenance to the Software for as long as CUSTOMER desires the Software to be used without upgrade 6) Provide full and complete documentation, including a user-friendly operating manual, for all Software 3. Limitations on Copying, Reproduction and Disclosure (a) No Transfer of Title. The Software is the property of RSI, and no title or ownership of the Software, or any of its parts including documentation, is transferred to CUSTOMER. CUSTOMER may use the Software, subject, however, to all laws protecting trade secrets, know-how and the like. (b) Backup Copies. Except for a reasonable number of backup copies, CUSTOMER shall not duplicate the Software onto any media, including, without limitation, paper, magnetic tape, paper tape, magnetic or optical disk or electronic memory. (c) Nondisclosure/Confidentiality Agreement. CUSTOMER agrees not to publish or disclose to any third party, except to employees of CUSTOMER with a legitimate need to know and who have executed a nondisclosure agreement with RSI, any information, which is confidential or proprietary to RSI and is so designated by appropriate labels or by written notice from RSI. (d) Trade Secrets. CUSTOMER shall not reverse, assemble, or de-compile the Software in whole or in part. CUSTOMER shall keep confidential the contents of the Software, which includes trade secrets, and this obligation shall survive termination of the Agreement. (e) Development. CUSTOMER shall not permit its employees or any other person under its direct or indirect control to write, develop, produce, sell, or license any software that performs the same functions as the Software. (f) RSI's Remedies. CUSTOMER agrees that any violation of this or any other agreement covering nondisclosure of RSI's confidential, proprietary information or publication or any unauthorized disclosure of RSI's confidential, proprietary information shall constitute a violation of the terms and conditions of this Agreement. CUSTOMER acknowledges that it is the responsibility of CUSTOMER to take all reasonable measures to safeguard the Software 2 01 ag ree/rsi!mf/j n/9121/01 to prevent its unauthorized use. By its use of the Software, CUSTOMER acknowledges that violations of the terms hereof shall cause RSI irreparable damage for which monetary damages may be inadequate, and CUSTOMER agrees that RSI may seek injunctive relief. 4. License Term and Charges The effective date of this Agreement(that is, license for the Software) shall be the date RSI, or its agent, completes the Installation of the Software. The basic fee paid upon the effective date of the license for The Software shall entitle CUSTOMER to the use of the Software for a period of one (1)year, thereafter, subject to termination as otherwise provided herein. The prices for the license and related services to be provided by RSI under this Agreement are set forth in Exhibit"A". Subject to CUSTOMER's acceptance process set forth in Exhibit"A", any payment not made within thirty(30) days from CUSTOMER's receipt and approval of RSI's invoice shall bear interest at the rate of one and one-half percent(1'/%) per month or fraction thereof, or the maximum rate allowed under California law, whichever is greater, from the date payment is due until the date payment is received by RSI. Thereafter, RSI shall extend annual renewable licenses for the Software, entitling CUSTOMER to the use of the Software for a period of one (1) year, subject to termination as otherwise provided herein. The fee for each renewal year shall be Thirty Thousand Dollars ($30,000) (see Exhibit"A"). This renewal fee shall entitle CUSTOMER to receive all software upgrades released for general distribution by RSI during the term of the license renewal. Any payment not made within thirty (30)days of CUSTOMER's receipt of the license renewal invoice shall bear interest at the rate of one and one-half percent(1 Y2%) per month from the date payment is due until the date payment is received by RSI. 5. Termination of Agreement (a) By CUSTOMER. CUSTOMER may terminate this Agreement at any time for any reason. (b) By RSI. RSI may terminate this Agreement if CUSTOMER fails to comply with its license obligations herein and does not cure such failure within thirty(30) days after receipt of written notice from RSI or within such longer period as may be reasonably necessary. (c) Return of Software. Within sixty(60) business days following the termination of this Agreement, CUSTOMER shall return the Software to RSI. 6. Warranty and Limitations (a) Limited Warranty. RSI warrants that when shipped to CUSTOMER, the Software will be free of defects in manufacture or material. If the Software is installed by RSI, RSI further warrants that the Software shall remain free of defects in manufacture or material for a period of one (1) year from the date of CUSTOMER's written acceptance of the Software as more fully described in Exhibit"A". This warranty does not apply to defects that arise out of accident, neglect, misuse, poor telephone circuits, failure of electric power, air conditioning, humidity control, equipment failure, or causes other than ordinary use or causes beyond RSI's control. (b) CUSTOMER's Responsibilities. CUSTOMER agrees that it is responsible for the management and operation of the Software and for determining that the Software will meet its requirements and will operate in combinations selected by CUSTOMER. CUSTOMER acknowledges it is solely responsible to secure the rights and permissions from any third party necessary to interface any third-party system or software. 3 01 agreelrsi/jmf/jn19/21101 0 . (c) Limitation of Remedy. The total liability of RSI for breach of any warranty shall be limited to a replacement of the defective item of the Software or, if CUSTOMER chooses, a refund of all monies paid by CUSTOMER to RSI under this Agreement. (d) Title. RSI warrants that is has title to the Software and has full right to license the Software. RSI will defend at its expense any action brought against CUSTOMER based on any allegation to CUSTOMER that the Software infringes a United States copyright, provided CUSTOMER promptly notifies RSI in writing of any such action or allegation of infringement and provided further that RSI shall have sole control of the defense of such action and all negotiations of its settlement or compromise. If a final injunction shall be obtained against CUSTOMER's use of the Software by reason of such infringement, or if in RSI's opinion the Software is likely to become the subject of a claim of infringement, RSI will at its option and its expense: i. Procure for CUSTOMER the right to continue to use the Software; or ii. Replace or modify the Software so that it becomes non-infringing; or iii. If(i) and (ii) are not in RSI's opinion feasible, terminate this Agreement and refund all monies paid by CUSTOMER to RSI under this Agreement. RSI also shall pay any fines, damages and/or penalties CUSTOMER suffers as a result of such claim of infringement. RSI shall have no liability to CUSTOMER under this Clause if any infringement or allegation thereof is based upon CUSTOMER's use of the Software in combination with any hardware or software not approved by RSI or if the Software is used in a manner for which it is not designed. The foregoing states RSI's entire liability with respect to infringement of copyrights of any software or by their operation. 7. Assignments CUSTOMER's rights in and to the Software arising out of this Agreement may not be assigned, licensed, or otherwise transferred voluntarily, by operation of law, or otherwise, without RSI'S prior written consent. S. Change Orders To simplify the ordering procedure and making administrative changes under this Agreement, CUSTOMER and RSI agree to use RSI's Licensee Order Form, a copy of which is attached hereto as Exhibit"C" and incorporated herein by this reference, for ordering additional software, for changing the location of any server and/or workstation, and for changing administrative information, such as notification addresses and invoicing instructions. Licensee Order Forms signed and submitted by CUSTOMER are subject to the terms and conditions of this Agreement and acceptance by RSI. CUSTOMER agrees to submit such forms to RSI's address for written communications as specified in Clause 9(t) of this Agreement. RSI agrees to return a copy of accepted forms to CUSTOMER, and the parties agree that each form is and shall be considered to be an Amendment to this Agreement. 9. General Provisions (a) Entire Contract Clause. This document sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges all prior discussions between them, and neither of the parties shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter other than as expressly provided herein, or as duly set forth on or subsequent to the 4 01 agree/rsif mffjn/9/21/01 effective date hereof in writing and signed by a proper and duly authorized representative of the party to be bound thereby. No provision appearing on any form originated by CUSTOMER shall be applicable unless RSI expressly accepts such provision in writing. (b) Governing Law and Venue. This Agreement shall be deemed to have been executed and entered into in the State of California, and shall be construed, performed, and enforced in all respects in accordance with the laws and rules of the State of California and any and all actions initiated under or as a result of this Agreement shall be brought solely and exclusively in a court of competent jurisdiction in the County of Orange, California, and no other court. (c) Force Majeure. RSI shall not be liable to CUSTOMER for any delay or failure by RSI to perform its obligations under this Agreement or otherwise if such delay or failure arises from any cause or causes beyond the reasonable control of RSI, including but not limited to labor disputes, strikes, other labor or industrial disturbances, acts of God, shortages of materials, rationing, utility or communication failures, acts of war, riots, insurrections, embargoes, regulations or orders of any government agency, or subdivision thereof, or temporary unavailability of qualified service personnel at RSI's office due to service calls received before CUSTOMER's call. (d) Disputes. Any dispute concerning the performance of this Agreement shall be documented by CUSTOMER. The CUSTOMER's decision shall not be final or binding unless it is agreed to in writing by RSI. Within thirty(30) calendar days of receiving CUSTOMER's written dispute, RSI shall notify CUSTOMER whether or not RSI agrees with the decision. If RSI does not provide notification to CUSTOMER, or if RSI provides notice that RSI does not agree with the decision, then RSI and CUSTOMER shall informally meet and make a good faith attempt to resolve the issue. If an agreement cannot be reached, the parties may pursue any other available remedies, subject to the terms and conditions of this Agreement. (e) Attorneys' Fees. Except as expressly set forth herein, in the event suit is brought by either party to enforce the terms and provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees. (f) Non-Waiver Clause. A waiver of a breach or default under this Agreement shall not be a waiver of any subsequent default. Failure of either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition. (g) Audit Clause. In furtherance of any and all of RSI's rights under this Agreement, RSI may, at its expense and without notice to CUSTOMER, but during CUSTOMER's regular business hours, enter upon CUSTOMER's premises to audit the number of copies made under this Agreement and CUSTOMER's compliance with the other provisions of this Agreement. (h) Customer Staff Assistance. CUSTOMER shall assign a staff coordinator to work directly with RSI in the performance of this Agreement. (1) Time of Performance. Time is of the essence of this Agreement. RSI services are to commence as soon as practicable after the execution of this Agreement and all tasks specified in Exhibit"A" shall be completed no later than ninety (90) days from the date of this Agreement. These times may be extended with the written permission of CUSTOMER. (j) Extra Work. In the event CUSTOMER requires additional services or changes in the scope of services described herein, RSI will undertake such work after receiving written authorization from CUSTOMER. Additional compensation for such extra work shall be allowed only if the prior written approval of CUSTOMER is obtained. (k) Method of Payment a. RSI shall be entitled to progress payments toward the fixed fee set forth herein in accordance with the progress and payment schedules set forth in Exhibit"A". 5 01 agreelrsiljmf1jnl9121101 b. Delivery of work product: Where applicable, a copy of every technical memo and report prepared by RSI shall be submitted to CUSTOMER to demonstrate progress toward completion of tasks. In the event CUSTOMER rejects or has comments on any such product, CUSTOMER shall identify specific requirements for satisfactory completion. c. RSI shall submit to CUSTOMER an invoice for each progress payment due. Such invoice shall: i. Reference this Agreement; ii. Describe the services performed; iii. Show the total amount of the payment due; iv. Include a certification by a principal member of the RSI firm that the work has been performed in accordance with the provisions of the Agreement. d. Upon submission of any such invoice, if CUSTOMER is satisfied that RSI is making satisfactory progress toward completion of tasks in accordance with this Agreement, CUSTOMER shall promptly approve the invoice, in which event payment shall be made within thirty(30)days of receipt of the invoice by CUSTOMER. Such approval shall not be unreasonably withheld. If CUSTOMER does not approve an invoice, CUSTOMER shall notify RSI in writing of the reasons for non-approval, within seven (7) calendar days of receipt of the invoice, and the schedule of performance set forth herein shall be suspended until the parties agree that past performance by RSI is in, or has been brought into compliance, or until this Agreement is terminated as provided herein. e. RSI shall separately invoice CUSTOMER for any billings for extra work or additional services authorized in writing by CUSTOMER. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. CUSTOMER shall approve such invoices if the work performed is in accordance with the extra work or additional services requested, and if CUSTOMER is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be reasonably withheld. f. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. (l) Indemnification, Defense, Hold Harmless. Notwithstanding anything to the contrary in this Agreement, RSI hereby agrees to protect, defend, indemnify and hold harmless CUSTOMER, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to RSI's employees and damage to RSI's property, arising directly or indirectly out of the obligations or operations herein undertaken by RSI, caused in whole or in part by any negligent act or omission of RSI, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence nor willful misconduct of CUSTOMER. RSI will conduct all defense at its sole cost and expense and CUSTOMER shall approve selection of RSI's counsel. CUSTOMER shall be reimbursed for all costs and attorney's fees incurred by CUSTOMER in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits or contrary provisions in this Agreement do not act as a limitation upon the amount of indemnification to be provided by RSI. 6 01 agree/rsi/jmffjn/9121/01 (o) Workers' Compensation and Employers' Liability Insurance. Pursuant to California Labor Code 1861, RSI acknowledges awareness of Section 3700 et seq. of said Code, which requires every employer to be insured against liability for workers' compensation, RSI covenants that it will comply with such provisions prior to commencing performance of the work hereunder; and shall indemnify, defend and hold harmless CUSTOMER from and against all claims, demands, payments, suit, actions, proceedings, and judgments of every nature and description, including attorney's fees and costs presented, brought or recovered against CUSTOMER, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by RSI under this Agreement. RSI shall maintain workers' compensation and employers' liability in amounts not less than the State statutory limits. RSI shall require all subcontractors to provide such workers' compensation and employers' liability insurance for all of the subcontractors' employees. RSI shall furnish to CUSTOMER a certificate of waiver of subrogation under the terms of the workers' compensation and employers' liability insurance and RSI shall similarly require all subcontractors to waive subrogation. (p) General Liability Insurance. In addition to the workers' compensation insurance and employers' liability and RSI's covenant to indemnify CUSTOMER, RSI shall obtain and furnish to CUSTOMER, a policy of general public liability insurance, including motor vehicle coverage covering the Agreement. The policy shall indemnify RSI, its officers, agents and employees, while acting within the scope of their duties, against any and all claims arising out of or in connection with this Agreement, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including productslcompleted operations liability and blanket contractual liability, of One Million Dollars ($1,000,000.00) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars($1,000,000.00)for this Agreement. The policy shall name CUSTOMER, its agents, its officers, employees and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to this Agreement shall be deemed excess coverage and that RSI's insurance shall be primary. Under no circumstances shall the above-mentioned insurance contain a self-insured retention, or a "deductible"or any other similar form of limitation on the required coverage. (q) Certificates of Insurance. Prior to commencing performance of the work hereunder, RSI shall furnish to CUSTOMER certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement; the certificates shall: A. provide the name and policy number of each carrier and policy; B. shall state that the policy is currently in force; and C. shall promise that such policies shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty(30) days' prior written notice. RSI shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by CUSTOMER. The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of CUSTOMER by RSI under the Agreement. CUSTOMER or its representative shall at all times have the right to demand the original or a copy of all said policies of insurance. RSI shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. 7 01 ag ree/rsi/jmflj n19121/01 (r) Independent Contractor. RSI is, and shall be, acting at all times in the performance of this Agreement as an independent contractor. RSI shall secure at its expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensations, unemployment compensation and other payroll deductions for RSI and its officers, agents and employees and all business licenses, if any, in connection with the services to be performed hereunder. (s) Customer Employees and Officials. RSI shall employ neither any CUSTOMER official nor any regular CUSTOMER employee in the work performed pursuant to this Agreement. No officer or employee of CUSTOMER shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. (t) NOTICES. All notices, certificates, or other communications hereunder shall be sufficiently given and shall be deemed received when (a) personally delivered; or(b)three (3) business days after being deposited in the United States mail in registered form with postage fully prepaid; or(c) one(1) business day after being sent by reputable overnight courier, in each case to the addresses specified below, provided that RSI and CUSTOMER, by notice given hereunder, may designate different addresses to which subsequent notices, certificates, or other communications will be sent: TO CUSTOMER TO RSI City of Huntington Beach Recognition Solutions Inc. 2000 Main Street 10645 N. Tatum Blvd, Suite 200-243 Huntington Beach, CA 92648 Phoenix, AZ 85028 Attn: Michael Dolder and Kevin Justin Attn: Doug Brown (u) Immigration. RSI shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, particular, comply with the provisions of the United States Code regarding employment verification. (v) Legal Services; Subcontracting Prohibited. RSI and CUSTOMER agree that CUSTOMER is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. RSI understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CUSTOMER, and CUSTOMER shall not be liable for payment of any legal services expense incurred by RSI. (w) Amendments. This Agreement may be amended, provided such amendments are put in writing and signed by both parties. (x) Confidentiality. RSI shall not copy, alter or remove any of CUSTOMER's data, records, documents or computer information and shall restrict and limit the disclosure of and access to any of CUSTOMER's data, records, documents or computer information to only those employees of RSI who require the information to perform services pursuant to the terms of this Agreement. RSI acknowledges that the breach of its obligations under this Clause may cause CUSTOMER irreparable harm and that the breach or threatened breach of the non- disclosure provisions of the Agreement shall entitle CUSTOMER to injunctive relief, in addition to any other legal remedies that may be available to it. (y) Assignment and Subcontracting. This Agreement is a personal service contract and the work hereunder shall not be delegated or subcontracted by RSI to any other person or entity without the express prior written consent of CUSTOMER. (z) Copyrights/Patents. CUSTOMER shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 8 01 agree/rsdirnf/in/g/21/01 (aa) Section Headings. The titles, captions, section, paragraph, subject headings and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. (bb) Interpretation of this Agreement. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. (cc) Duplicate Original. The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each of the parties hereto shall retain an originally signed copy hereof. Each duplicate original shall be deemed an original instrument as against any party who has signed it. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices this day, month and year first above written. RECOGNITION SOLUTIONS INCORPORATED, an CITY OF HUNTINGTON BEACH, a municipal Arizona corporation corporation of the State of California al, _ By: 4 Z yor print name ITS: (circle one) Chairma �ice President A7TE AND City Clerk )o-ld-a; By: 9/�/dl D APPROVED AS TO FORM: ITS: (circle on Secreta hief Financials City Attorney t Officer/Asst. Secretary-Treasurer r ! l INITIATED AND APPROVED- REVIEWED AND APPROVED: Fire Chief/Informat of n Systems Director CitKAdministrator 9 01 agreelrsiljmfljnl9/21101 Exhibit "A" Software and Labor Costs Recognition Solutions Incorporated Software Licenses oty Cost Total SynOptix' FireMed Pro V2.0 Upgrade Network/Site License including Application and Database Software and 10 custom integrated reports 1 $150,000 $150,000 -Less 50% Discount for Existing Client ($75,000) Additional Site License 1 25,000 25,000 -Less 100% Discount for Existing Client (25,000) FireMed Pro Scanning/Workstation Software 2 7,500 15,000 -Less 50%Discount for Existing Client (7,500) FireMed Pro Retrieval/Workstation Software 6 4,000 24,000 -Less 50%Discount for Existing Client (12,000) Field Device Interface(Medtrontics) 1 10,000 10,000 Virtual Private Network Software 2 1,000 2,000 Sub Total $226,000 -Less Discounts -$119,500 Software Total $106,500 Labor— Installation/Maintenance Server Staging/Preparation 2 $2,500 $5,000 Software InstallationlTesting -includes servers/scanning/workstations 2 $2,500 5,000 Project ManagementlAdministration/Training 40 125 5,000 Data Conversion 1 25,000 25,000 24/7 Telephone and On-line support of Software/CAD TransNPN/, per year (includes all major and minor upgrades plus support 1 30,000 30,000 Travel Expenses per week 2 1,500 3,000 Labor Total $73,000 Annual Recurring Fees Begins 2"d Year Annual License Fees& 24/7 Support 20%of current full price of software $30,000 $30,000 Exhibit"A" • 0 Recurring Annual Fees $30,000 OPTIONAL LABOR Custom and Specialized Reports/Support Reporting and Non-Technical Support 160 $75 $12,000 Specialized Form Development 3 1,500 4,500 Custom Program Changes/Additions billed at$125/per hour Estimated Total $16,500 CONTINGENCY 7% of estimated charges for additional customization Contingency Total $12,565 MILESTONES AND SCHEDULE OF PAYMENTS - Optional Labor and 7% Contingency costs not included Software Estimated Payment Contract Acceptance 25% of Software costs $26,625.00 Stage and Install Software 25% of Software costs $26,625.00 Customer's Written Acceptance 50%of Software costs $53,250.00 Labor Contract Acceptance 25% of labor costs $22,375.00 Installation and Customer Accepted Testing 25% of labor costs $22,375.00 Customer's Written Acceptance 50% of labor costs $44,750.00 Optional Labor As services are performed Due within thirty(30) days of invoice Upon completion of the milestones as described in Exhibit"A", RSI shall notify CUSTOMER in writing of such completion. Upon completion of each milestone, RSI will submit an invoice for progress payment. Upon completion of the fast milestone, RSI shall perform an all-functions demonstration of the Software. CUSTOMER shall have thirty (30) calendar days (Acceptance Period) from the mutually agreed upon successful completion of the all-functions demonstration to determine whether the Software and services conform to the acceptance criteria_ Upon expiration of the Acceptance Period, the Software and services shall be deemed accepted by CUSTOMER unless RSI has received from CUSTOMER prior to the expiration of the Acceptance Period either(i) a written statement detailing any nonconformance (Notice of Nonconformance)or(ii) any communication indicating that such deliverables are unacceptable. Exhibit"A" If RSI receives a Notice of Nonconformance or communication during the Acceptance Period, the Acceptance Period shall be suspended and RSI shall perform such services or correct, modify or provide substitute Software, at RSI's sole option and at no cost to CUSTOMER, to remedy such nonconformance. Upon delivery of the corrected or replacement deliverables, the Acceptance Period shall recommence for an additional thirty(30) day period. If deficiencies continue to be documented by CUSTOMER, CUSTOMER may: 1) Terminate the Agreement; 2) Extend the Acceptance Period; or 3) Accept the Software andlor services at their current level of performance. If CUSTOMER accepts the Software and services at their then current level of performance, CUSTOMER may submit to RSI an equitable adjustment to the fees shown in Exhibit"A". RSI shall accept or reject the adjusted fee submitted by CUSTOMER. In the event that RSI rejects CUSTOMER's adjusted fee, the parties shall mutually attempt to informally resolve the matter. if such informal resolution is not reached, then the Agreement shall be terminated and CUSTOMER shall be entitled to a full refund of all monies it has paid RSI under this Agreement. Exhibit"A" • Exhibit "B" Software Requirements Identification This document describes specific functional requirements for the Software to be provided by RSI to CUSTOMER under this Agreement. Project Summary and Background CUSTOMER's Fire Department utilizes multiple standardized and non-standardized paper forms as the source for its billing and patient care documentation. Standardized forms include the"Patient Care Record" (PCR), which describes activities performed during a patient transport, as well as patient condition, billing information, and other pertinent data. Non-standardized forms can include any paper records that pertain to a particular patient-related incident. Currently, information from these forms are scanned into the existing PCR system and filed. CUSTOMER's Fire Department desires to upgrade its existing system to expand the database, imaging, electronic importing of data, and facilitate exporting key reports and data electronically. The version of RSI's SynOptix*software system described herein is Version 2.0 of the previously installed pilot project software implemented last year by CUSTOMER's Fire Department. It includes the development of specialized image-enabled forms to be completed by the appropriate personnel and submitted via electronic scanning to a central location. The scanned images will be processed for extraction of specific hand and machine-print characters, verified for accuracy, and stored in a Microsoft SQL Server database for reporting and/or retrieval at a later time. Images of these forms will be stored in association with the extracted data. Enhanced storage capabilities are to be provided through the use of a mass storage on-line system. General Requirements The Imaged Patient Care Record (IPCR)system is composed of several hardware and software components. The hardware system utilizes two Windows NT4.0/Windows 2000 network servers to principally function as an image server, and a database server. SynOptixr' software processes to be upgraded include image processing and recognition, data verification, and data storage/retrieval. Specific Requirements Form design. Implementation of this automated system requires the prior design and production of multiple image-enabled forms, including the following: • PCR • PCR Continuation Page(s) • Alternative Transportation Services (ATS) • Patient Refusal/Non-Transport These standardized forms will be further defined during the ongoing implementation process. Routine form submittal. Upon the conclusion of any paramedic and/or ambulance response resulting in a patient contact, field personnel may complete both standardized and non-standardized forms. These forms will be periodically scanned by designated personnel and sent to the upgraded image server at CUSTOMER's Fire Department operational headquarters or other centrally located system authorized by RSI. Exhibit"B" Performance criteria. The speed of incoming image processing can vary depending upon communication line condition and server processing load. However, it is estimated that incoming image transmission time will be approximately 5-10 seconds per transmitted image. Processing of scanned images—standardized forms. Processing of incoming scanned forms will be accomplished automatically by the SynOptix' software. Scanned images that can be identified as standardized forms (i.e., the form number can be read and matched)will result in the creation of three files for each scanned image: (1) .tif file containing the image, (2) .zrf file containing zone recognition information, and(3) .syn file containing image processing information and any processing errors generated. The images will be placed in a previously identified directory referred to as the image queue. Information for the .zrf files provides input to a defined software structure consisting of all data elements from the form and their corresponding degrees of accuracy. Images that cannot be identified will be considered non-standard forms and placed in a separate image queue for later handling. Performance criteria. Image processing is expected to operate at an approximate rate of up to 350 images per hour. Verification of scanned images. During image processing, scanned images that require data verification (i.e., images containing data elements whose accuracy falls below a pre-defined error threshold)will be identified. Each form image will be retrieved from the image queue and displayed to the user. Elements requiring verification will be highlighted on the image, with all scanned data from the form simultaneously displayed in a data entry window. Changes to the data can be done either directly on the form image or using the data entry window. After each Form is verified, the data will be saved to a SQL Server database. At that time, any errors identified in the data will also be posted to an error table in the database. Posted errors will refer to data that does not conform to established data validation rules. The .tif image files will be renamed and placed in another pre-defined directory. The image location will also be stored in the database for future image retrieval. Performance criteria. Accuracy of optically scanned data is dependent upon proper completion of the submitted forms. The overall expected accuracy rate for scanned data is approximately eighty percent(80%). Correction of scanned data. After an image has been verified, it may require error correction. From a displayed list of errors, the user can select any error and will be presented with the appropriate data entry window in order to correct the information. Upon correction, each error will be removed from the error table. Maintenance of stored data. In addition to error correction based on validation failure, the software will provide a data maintenance capability that will allow the end user to query and locate other patient-related information and edit it as desired. Processing of scanned images—non-standardized forms (cataloging). Non-standardized forms have a separate handling process. These forms will not be verified, since they have no image- enabled areas for data. Each form should have identifying information (run number, corresponding PCR number, and/or patient name when applicable)written on it when scanned. The Software will provide a capability whereby non-standard form images can be viewed and catalogued. The following identifying information is recommended to be included on each non-standard form: • Run number • PCR number • Patient name • Date of service (optional) Exhibit"B" 0 0 Billing interface. After all forms relating to a specific incident have been received, processed, verified, corrected, and catalogued as necessary, the designated billing system will be invoked, with identifying information (PCR number and form number) passed to the billing system. The billing system software can then retrieve pertinent information stored in the SQL Server database and store it in the billing database to be used in invoice generation, if desired. After data for a particular incident has been stored in the billing database, it will be disabled for changes in the SQL Server database. Data/image retrieval. Throughout the invoice creation process, billing personnel will be able to enter queries based upon several incidents, or patient-related data elements. in this manner, any catalogued image can be readily located and displayed. Completeness of stated requirements. All requirements for the operation of this Software are as stated herein. Exhibit"B" Exhibit "G" Licensee order Form Date Request/Problem Resolution CUSTOMER: Name: Signature: Date: Recognition Solutions Incorporated: Name: Signature: Date: Exhibit "C" RECOGNITION SOLUTIONS, INC. (RSI) INSURANCE 5EP-20-2001 15:48 03/01/01 14:2S -5I"f I fi t-A( '1, 16025327827 .01/02 A �aTZVa E. Yt �E :.:. ;: y,.;.. Q3 joz�ioz PRMUCER w THIS C—FICATS MISS= AS A MMER QF INFO MATION Agency Services Unit ONLY AND COlI rEM NO I IGM UPON THE CEFt ICAT'E Schaefer-Smith-Ankeiley ins. ALOE THE THIS a�D�m OY E PouGM B�Aw P.O. Box 10 067 _ COWAMES WORDING COVERAGE Phoenix, AZ 85064 =PAW AHartford Fire Insurance Company_ Iysuaw cp,.p,�,. Recognitions Solutions Inc Bsan Antonio T% 4652 E Desert Cove -- ,� C0`i Phoenix, AZ 85028 � a f AW THIS IS TO CEFMFY TWAT THE POUCtES OF INSURANCE US= B6ldiaV HAVE SM i98 w TC WE INSURED fiAMED ABOVE FOR THE POLICY FIFA INDICATE. NOTWITHSTANDING AMREQUIJ2EaMW. TERM OR CONOITTON OF ANY comTRACT 4R mER COm1iNlw wTi1 RJa�SP VYI ECr To wA T, CFATIFICATB IUAY IE ISSIJ>rD OR MAY PERTAIN, W4 INSURAKE AFFOROM eY THE POU S DESCRISM HEREW IS SUBJECT TO ALL THE Tow OCCLUSIONS AND CON 0MONS OF SUCH POLIM LIWIM SFIOM AMAYNAVre 8M REDUCED BY PAW CLAVaco ` LTA TYPE OF IMSU1RIa}IGE POULV M 1am DATE PMOYM y � U1ffT5 , A 59SUANB4989 02/21/01 !02/21/02 am wALAr.•altt;cut !s20130000 x Rom. 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IDLWEASE-11iEMPLOYEE 8 OTHER '• DE5CR>eti0r+OF0PMATA0UL 0eA7M9hTW1CL9-WMALffW This form is subject to all policy terms and conditions City of Huntington Beach, its agents, officers and employees are named as additional insureds .�Awls its .`.. - •�-�:.:; ,: $IialA.Q AIN OF THE A51WE a PCUCMS Be CAUCE l O 1111 ll! The City of Huntington Beach wmnm aawTF;V£ 7»=zwQ0 PMY ii Attn: Risk Management 34—PAYswwrrii wnw ToTmcommAwwLemiiToTl¢c,M 2000 Main Street I quill Huntington Reach, CA 92648 Tlva 09/21/01 17:09 SCHAEFER-SMITH-ANKENEY i 3741591 N0.542 CO2 • BUSIPW LIABILITY COVERAGE FORM (b) That is Fire insurance for premises F. OPTIONAL COVERAGES rented to you or temporarily If listed or shown as applicable in the Declarations, occupied by you with permission of one or more of the following Optional Coverages also the owner; apply. These coveragas are subject to the terms and (c) Thai is Insurance purchased by you conditions applicable to Business Uability Coverage to cover your liability as a tenant for in this policy,except as provided below: 'property damage` to premises 1. AddFtkmW Irtss red - 0"kp a tud Person or ranted to you or temporarily OTanlzAV*n occupied by you with permission of the owner,or WHO IS AN INSURED under Section C. Is A If the loss arises out of the amended to include as an insured the person or maintenance or use of aircraft, orgy fmatian shown in the Declarations. but only C14 'autos' or watercraft to the extent with respect to liability arising out of your not subject to Exclusion g. of oparations or premises owned by or rented to Sectian A.—Coverages. you. (2) Any other primary insurance available to 2. Additional sdm� Wwred - Iliianagers or Loasore of �4 you covering liability for damages CP arising out of the premises or operations a. WHO IS AN INSURED under Section C. is c for which you have been added as an amanded to include as an Insured the N additional insured by attachment of an Person(s) or organization(s) shown in the endorsement. Declarations;but only with respect to liability N When this insuranca is excess over other arising out of the ownership,maintenance or o insurance, we will pay only our share of the use a# that part at the premises leased to N amount of the loss, tf any, that exceeds the You and shown in the Declarations and * sum of: subject to the following additional exclusions: (1) The total amount that all such other b. Additional Exclusions insurance would pay for the loss in the absence of this insurance;and This insurance does not apply to: (2) The total of afl deductible and sell- (1) Any 'occurrence' -which takes place insured amounts under all that other after you cease to be a tenant in that insurance. premises;or We will share the remaining loss,if any,with (2) Structural alterations, new construction any other insurance that is not desc ibod in or demot;tion operations performed by or -� this excess of the Limits of Insurance shown for that person or organization. in the Declarations of this Coverage Part. 2. Adder bmsed-Grardar of Franchise 'w c. Nkdh°d all SharkV WHO IS AN INSURE] under Section C. is If all the other insurance permits contribution amended to include as an insured the person(s) a by equal shares, we will follow this method or organization(s)shown in the Declarations, but also. Under this approach, each insurer only with respect to their liability as grantor of contributes equal amounts until it has paid franchise t4 you. Its applicable limit of insurance or none of 4. AddNotW ltwzod - Lessor of Leased the loss remains,whichever comes first. Equillpirawd If any of the other insurance does not permit a' WHO t5 AN INSURED under Section C. is contribution by equal shares, we will amended to include as an insured the contribute by Limits. Under this method, person(s) or organizaton(s) shown in the each Insurer's share is based on the ratio of Declarations, but only with respect to their its applicable limit of insurance to the totel liability arising oust of the maintenance, applicable Emits of insurance of all insurers. operation or use by you of equipment leased This provision provides such insurance as is to you by such persons)or arganization(s). afforded under this coverage form, but only b. Additiona!Exclusions: with respect to your operations, "your worle or facilities owned or used by you. This insurance doss not apply: Form SS 00 08 Page IS of 20 09/21/01 17:10 SCHAEFER—SMITH--ANKENEY 3741591 N0.5a2 G03 BlfsiNiESs LlA ury COYERA a*m (1) To any "occurrence' which takes place (a) 'Bodily injury or*property damage' after the equipmert Isase expl=*.or for which the vendor is obligated to (2) To 'bodily injury' or 'property damage' Day damages by reason of the arising out of the sole negligence of the assumption of liability in a contract lessor. or agreement. 6. Additional Mauled - Owners or Other This exclusion does not apply to Inhwoob From Whom mud Nos Boon LensW liability for damages that the vendor WHO IS AN WSURED under Section C. is would have in the absence of the amended to Include as an insured the petsan or contract of agreement; organiza0on shown In the Declarations, trui only (b) Any express warranty unauthorized with respect to liability arwng out of ttte by you; ownership,maintenance or usa of that part of the (0) Any physical or chemical change in land loused to you and shown In the the product made intentionally by Declarations and subjed to the following the vendor, additional exclusion: This insurance does not apply to: {d) Repackaging, unless unpacked a. Any 'occurnanca' that takes place after you ddemonstraor tionurtesti oseg,+�inspection, the com to lease that lead;or substitution of parts under b. S -octural a4terations, new consftc ion or Instructions from the manufacturer, demolition operations performed by or for and then repackaged In the original iha person or organization shown In the container, Declarations. (0) Any failure to make such S. Additlonal lr<swvd - State or PoMkW inspections, adjustments, tests or Subdhrfslon-Pwmfts servicing as the vendor has agreed e. WHO IS AN INSURED under Section C. is to make or normally undertakes to amended to Include as an insured the state make in the usual course of business, in connection with the or political subdsvisiofi shown in the distribution or sale of the products: Declarations, bul only with respect to operations performed by you or on your M Demonstration, installation, behalf for which the state or pogdoal servicing- or repair oparations, subdivision has issued a permit. except such operations performed b. Additional Exclusions at the vendoes praftes in This Insurance does-not apply to: connection with the sale of the product: (1) ISMly injury, 'property damage' or ($) Products which, after distribution or 'personal and ad►rertl�g injury' arising sale by you, have been labeled or out of operations performed for the state relabeled or used e a labconeled o or political st[bdlvislon,or part or ingredient of any other thing (2) 'Bodily injury' or 'property damago' or substance by or for the vendor. included in the *product-completed operations'hazard. (2) This insurance does not apply to any insured parson or organization, from 7. Addiiti ml Dwirod-Vendors whom you have acquired such products,' a. WHO IS AN INSURED under Section C. is or any ingredient, part or container, amended to include as an insured tho entering into. accompanying or person(s) or organization(s) (referred to containing such products. below as vendor)shown in the Declarations, (3) This Provision 7. does not apply to any but only with respect to `bodily injury or vendor irduded as an inured by an 'property damage' arising out of "your endorsement issued by us and made a products'which are distributed or sold in the regular course of the vandoes business. part of this Coverage Form. b. Aftdonal Exclusions (1) The insurance afforded the vendor does not apply to: Pegs 16 of 20 Faun SS 00 08 09/21/01 17:10 SCHREFER-SMITH-ANKENEY ► 3741591 N0.542 904 • BUSIIO UABIM COVERAGE FOAM (4) This Provision 7. does not apply if"bodily However,'advertlsement'does not Include: injury' or `prDporlY Aga. it chided a. The design. printed material, information or within the 'productPcomplated operations images contained in, on or upon the hazard' is excluded either by the packaging or labeling of any goods or provisions of this Coverage Form or by products;or arrdorsernertt. e. Addttiorrs!Ittuesd—Co+moIIing 1r�eraat b. An interactive conversation between or among persons through a compuisr network. WHO IS AN INSURED under Section C. is 2. 'Advertising idea' means any idea for an amended to include as an insured the persons) 'adverl5sernanN. or organization(s) shown in ttta Declarations but only with respect to their liability arising nut of: 3• 'fie` means a land motor vehicle, trailer or semi-trailer designed for travel on public roads, M a. Their financial control of you;or including any attached machinery or equipment. b. Premises they own,maintain or control while Eut'auto'does not include'mobile equipment'. o you lease or occupy those promises. 4. 'Bodily injury' means bodily injury, sickness or This insurance does not apply to shictural dsaase sustained by a parson,including mental alterations, new construction and demolition anguish or death resulting from any of these at 0 operations performed by or for that person or any time. 0 organization. S. 'Coverage territoryr'moans: $' Additional Irumed Om' s or s. The United States of America {including its a Cormactois -• Scheduled Person or � OrgsArtif�stlon. territories and possessions}. Puerto Rico WHO IS AN INSURED under Section C. is rq and Canada; b• Into amended to Include as insured the person or mational waters or airspace, but only if * organization shown in the Declarations, but only the injury or damage occurs in the course of with respect to liability arising out of your travel or transportation between any places ongoing operations performed for that insured. included in a above; 1©. AddRbnel Irtsurod — Co-0wner Irrs+�ed c. All other parts of the world if the injury or damage arises out at WHO IS AN INSURED under Section C. is (1) Goods or products made or sold by you *" amended to include as an insured the person(s) in the territory described in e.above; or Organization(s)shown in the Declarations,but (2) The activities of a parson whose home only with respect to their liability as co-owner of is in the territory described in a. above, . the premises shown in the Declarations, but is away for a short time on your G. LIABILITY AND MEDICAL. EXPENSES business;or DEFINiTIGNS (3) 'Personal and advertising injury' offenses that take place through the I. 'Advertisomenr means the widespread public Internet or similar electronic means of dissemination of information or images that has communication the purpose of inducing the sale of goods, provided the insureds rasponsibllity to pay products or sarvices through: damages is determined in the United Stales of a. (1) Radio; America (including its territories and (2) Television; Possessions), Puerto Rico or Canada, In a suit (3) Billboard; on the merits according to the substantive law in (4) Magazine; such territory,or in a settlement we agraa to. 6. 'Employee' includes a 'leased worker'. (5) Newspaper, 'Employee' doss not include a 'temporary b. The Internet,but only that part of a web she worker'. that is about goods, products or services for the purposes of inducing the sale of gaols, 7. 'ExeWive officer' means a parson holding any products or services;or of the officer positions created by your charter, oonstihrtion, by-laws or any other similar c. Any other publication that is given governing document. widespread public distribution. Form SS 00 O8 - Page 17 of 20 5EP-20-2001 15:49 P.02.02 .r f%v: r rvn 1•pvp • CTCICJ.JG 1 iJG! s/Cb. i L Gtr..�� W• ... Llec-12-00 02:59P HS a 0Opartmmr+t J34 37�678 P-dam ,wW„ 2000 Main Street catlfaNa 92648 DECLARATION 4NCN-TlMPLOYE-R5TATU5 In to rx,.,� With crib Cm-61 Kcnolvtion No.6277, raou are requires to provide prom of Worlrerw C_OMpan.,atian ineu(attee* Ifye+, 6,c no cmpluyec64 tWr'form""Jot be a--Sncd ae.3 rcnirned to: city of till"tirss,sn J5&aek KiA Ma r-agement Divisian Z=Mair,Jr'erect )"�untingtan�eatr�,t.A 4z64e I certify that in the performance of 0,c activitx; or warn for"ich th;l; perm;c its iasu44, ] 660 not empley an.9 Pprson in any neaahrser &n as to became subEect to C414arniy WeAers. �om�erJ3alie�n ln5urance resiuirtemenes. J *Utl,nrizr Ae city of 1Muntins �j ton r ai:aA to im,nesreig ,nd retry'acsVely rev,56 Ar, lieenec or perrn;t rsiUAJ unper tks OOcla7ration iF 1 hire any emplayceCs) or bewme 5u6Jec;t fv tkc provip;ona of tkc ta-M mi"ir;"S W-Fleare C-Ompe"Sa6crl)i.5 urnor- . f Apphean%/Compan0a>ne_ A cv&.vi"c-,v �OLV'i7 c�NS: - /yc, AJdrezo. I bG yS /II. %�4rr?/+�'+ , w�• , Sv�rE �.Oc7-Zy�3;fit ix�. �8 nF'pgGCnt'S i,rptsatlirC: 4 DALv: DOc T V io rr.n�.rr.rr Loca lion 5ig,.Gd. T-lvp�wrc G:\ftisfcMglnilCe►Wr1s\W�Wvr DGC (Rft.Sall 0) TOTAL P.02 RCA ROUTING SHEET INITIATING DEPARTMENT: FIRE SUBJECT: Authorize Appropriation of FireMed Funds and Approve Agreement with RSI to obtain Upgraded Software License for Cit 's Paramedic QA Program COUNCIL MEETING DATE: October 1, 2001 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (wlexhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attome Attached Subleases, Third Party Agreements, etc. (Approved as to form by Cif Attome Not Applicable Certificates of Insurance (Approved by the CityAttomey) Attached Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds (If applicable) Not Applicable Staff Report (If applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Findin s/Conditions for Approval and/or Denial Not Attached (Explain} EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FORWARDED Administrative Staff Assistant City Administrator (Initial) ) City Administrator Initial City Clerk ( ) r EXPLANATION FOR RETURN OF ITEM: Only)(Below Space For City Clerk's Use RCA Author: Dolder