Agenda 05/27/2008 Item #16F 1
EXECUTIVE SUMMARY
Agenda Item No. 16F1
May 27, 2008
Page 1 017
Recommendation to recognize and accept a donation from Atrus, Inc., a sole source supplier,
valued at $5,000 for installation of equipment and software as well as two years of service
valued at $48,000.
OBJECTIVE: The installation and two year subscription for the Atrus AED LinkrM will afford
the citizens of Collier County the benefit of having registered AED locations available to citizen
responders through the County's dispatch system, potentially providing assistance prior to the
arrival of first responders and ultirnately improving patient outcomes due to early defibrillation.
CONSIDERATIONS: Because of Collier County's leadership position in the area of Public
Access Defibrillation, as well as Collier Medical Director Dr. Robert Tober's national reputation as
a pioneer in out-of-hospital cardiac arrest survival tools, Atms, a sole source supplier of technology
known as AED Link™ is offering to install this system, which will integrate with the Sheriffs
Dispatch system. This system will place no onus on 911 Dispatch. Based on the code entered by
Dispatch for the call type, it will autornatically look up the nearest AED(s) (Automated External
Defibrillator) and dial all the registered responders for those AEDs, prompting for whether the
individuals are able to respond to the emergency or not. The aim of this program is to get an AED
to the victim before other first responders are on scene to provide the earliest possible intervention
for cardiac events.
As mentioned previously, this system will not place any additional strain on 911 Dispatch because
when the dispatcher keys in the call type, the AED Link™ will automatically dial all the registered
responders of AED locations within the closest proximity to the victim. The system will be clued to
events such as the victim has problcms breathing, person down and unresponsive, not breathing, etc.
At no cost to the County, each AED owner registered with Collier County EMS will be contacted
for participation. If they choose to participate in the program, they will be registered with Atms.
Should a cardiac event take place near an Atrus-registered AED location, the AED Link™ system
will automatically call all registered owners and their designated responders of nearby AEDs.
The use of this system will allow for the evaluation and tracking of AED deployment and saves.
Atms will benefit by the documented use of their system in these life saving events.
LEGAL CONSIDERATIONS: The Agreement and Executive Summary have been reviewed and
approved by the County Attorney's Office for fonn and legal sufficiency. - CMG
FISCAL IMPACT: There is no fiscal impact resulting from this action.
GROWTH IMPACT: There is no Growth Management Impact resulting from this action.
RECOMMENDATION: That the Board of County Commissioners:
,-,
I. Recognize $5,000 for installation of AED Link™ equipment and software donated by
Atms, Inc., a sole source supplier;
2. Accept a donation of two years of Alms AED LinkrM service valued at $48,000; and,
3. Authorize the County Manager or his designee to execute the license agreement.
PREP ARED BY: Artie Bay, Operations Analyst, Emergency Medical Services
Page 1 of2
Agenda Item No. 16F1
May 27, 2008
Page 2 of 7
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
Item Number:
Item Summary:
16F1
Recommendation to recognize and accept a donation from Atrus, Inc., a sole source
supplier, valued at $5,000 for installation of AED notification equipment and software as well
as two years of service valued at $48,000.
Meeting Date:
5/27/20089:0000 AM
Prepared By
Artie Bay
Senior Administrative Assistant
Date
Bureau of Emergency
Services
EMS
5/B/200B 8:25:31 AM
Approved By
Colleen Greene
Assistant County Attorner
Date
County Attorney
County Attorney Office
5/8/200B 1 :51 PM
Approved By
Jeff Page
Bureau of Emergency
Services
EMS Chief
Date
EMS
5/12/200B 11:50AM
Approved By
Ly" Wood
Purchasing Agent
Date
Administrative Services
Purchasing
5/12/20082:36 PM
Approved By
Steve Carnell
Purchasing/General Sves Director
Date
Administrative Services
Purchasing
5/15/20089:11 AM
Approved By
Dan E. Summers
Bureau of Emergency Services Director
Date
County Manager's Office
Bureau of Emergency Services
5/15/2008 2:21 PM
Approved By
OMS Coordinator
OM8 Coordinator
Date
County Manager's Office
Office of Management & Budget
5/15/20083:44 PM
Approved By
John A. Yonkosky
Director of the Office of Management
Date
County Manager's Office
Office of Management & Budget
5/17/200B 11 :20 AM
Approved By
Leo E. Ochs, Jr.
Deputy County Manager
Date
Board of County
file://C:\AgendaTest\Export\ 1 08-May%2027, %202008\16.%20CONSENT%20AGENDA \ 1... 5/2\ /2008
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Agenda Item No. 16F1
May 27, 2008
Page 3 of7
Commissioners
County Manager's Office
5/17/200812:12 PM
file://C:\AgendaTest\Export\ 1 08-May%2027,%202008\ 16.%20CONSENT%20AGENDA \ I... 5/21/2008
~Atrus.
Agenda Item No. WF1
Atrns/Collier Connty BCC License Ag'Ml1Y'~~;-:1~ I
Page 4 of 7
ATRUS, INC.
AED LINK LICENSE AGREEMENT
This AED Link~ License Agreement ("Agreemenf'), dated April 22, 2008, is made and entered
into by and between: Atrus, Inc., a Florida corporetion ("Licensor"), and the Collier County Florida Board
of County Commissioners ("Licensee").
1. License. Subject to the terms and conditions of this Agreement, Licensor grants Licensea a
nonexclusive, nontransferable license to install and use Licensor's AED Link date files, geodata, digital
maps, images, information, documentation and other materials furnished by Licensor ("Licensed
Materials") on dispatch agency computer systems within Licensee's possession and control solely for
Licensee's internal use for a period of twenty-four (24) months from the date of this Agreement unless the
term of this Agreement is sooner terminated as provided below ('"Use Period"). Licensee is solely
responsible for installing the Licensed Materials. Licensor will furnish the Licensed Materials
electronicelly or by other appropriate means.
2. Acc_ to Hosted Application. During the Use Period, Licensee's employees may access
Licensor's online Atrus National AED Registry'" Management Console application in accordance with
Licensor's terms of use ("Hosted Application") through a standard web browser for the purpose of
registering and managing the location of AEDs in connection with Licensee's permitted use of the
Licensed Materials. Upon expiration or termination of this Agreement, Licensee's employees may access
the Hosted Application in accordance with Licensor's standard terms of use as described herein.
3. Updates. Licensor wit! make available to Licensee updates to the Licensed Materials every
ninety (90) days. Any updates will be deemed to be "L1censed Materials" and will be governed by this
Agreement unless separate license terms are provided with such updates, in wllich case, such separate
terms will govem.
4. SUbscription Fees. For the term of this agreement, Licensee wit! not pay an annual
subscription fee for the use of the Licensed Materiais. The value of the annual subscription fee is twenty
four thousand dot!ars ($24,000). Although the Licensee will not pay the annual fee, this does not
preclude the ability of licensor to seek payment for the use of the license throngh other meanll such all a
grant or public/private corporate sponsorship or similar arrangement If a corporate sponsorship is
proposed Licensee will have the right to approve the Sponsor in writing.
There will be no obligation on behalf of the Licensee beyond the initial term of two (2) years.
Licensee has the right to renew this Agreement for one (1) two (2) year term. There will be no rate
incnlase for the first renewal period (a total of 4 years) after which Licensor has the right to increase
prices at a rate of no more than fiVe percent (5%) per contract period.
5, Start up and Installation costa: The installation fee of five thousand dollars ($5,000) will be
waived by Licensor. In addition, the Licensor will provide, If necessary, an additional computer terminal,
and dillplay device to facilitate the accessibility of AED site locations.
6. Restrictions. Licensee acknowledges that the Licensed Materials comprise works of original
authorship, including, withoullimitation, compiled information containing Licensor's selection and
9858 Oint Moore Rd., Ste, CUl-281 -- BOCA RATON, FL 33496
Office: 877-340-8689 - Fax: 561-208-6364
~Atrus~
Agenda Item No. 16F1
Alrus/Collier County BCC License AgrM!ljOl!t;-2IlIIs 2
Page 5 of 7
arrangement and expression of material ~ has created, gathered or assembled and trade secrets.
Licensor reserves all rights in and to the Licensed Materials not expressly grented to Licensee hereunder.
No tilie to or ownership of the Licensed Materials or any proprietary rights related to them are transferred
to Licensee under this Agreement. Without limiting the foregoing, Licensee will: (i) use the Licensed
Materials solely for internal use, (ii) not distribute, license, transmit broadcast rent display, disclose or
transfer the licensed Materials to any third party, (iii) not copy the Licensed Materials except for a single
back-up copy and as necessary to install and use the Licensed Materials pursuant to Section 1, (Iv) not
reverse engineer, disassemble or decompile any software included in the Licensed Materials or otherwise
attempt to discover or recreate the source code to any such software. Licensee will comply with all
applicable laws, ruies and regulations in Licensee's use of the Licensed Materials.
7. Duties of Licensee. In partial consideration for the license granted hereunder, Licensee will:
a. Promptly report to Licensor any errors, bugs or other problems with the Licensed Materials
that become known to Licensee. Such reports to be made to Bruce Kusens via email,
bkusens@atrusinc.com. or such other person as Licensor directs;
b. Subject to reasonable availability, participate in regularly scheduled status calls;
c. Use the Licensed Materiais as part of regular dispatch operations activities as Licensee deems
appropriate in its sole discretion; and
d Share information with other dispatch agencies considering whether to license the System and
with media representatives interested in learning about the System only in accordance with the
terms of this Agreement.
8. Feedback. Any comments or materials Licensee sends or communicates to Licensor via any
medium including, without limitation, feedback data such as questions, comments, suggestions, reports or
the like regarding the Licensed Materials or Hosted Application or any other products or programs of
Licensor (collectively "Feedback") will not be deemed to be or treated as confidential information of
Licensee. Licensor will have no obligation of any kind w~h respect to such Feedback and will be free to
reproduce, use, disclose, exhibit, display, transform, create derivative wori<.s and distrtbute the Feedback
to others without limitation.
9. Term and Termination. The term of this Agreement will commence on the date of this
Agreement and will terminate at the end of the Use Period unless sooner terminated as provided herein.
Licensee may terminate the term of this Agreement with no termination fee at any time, with or without
cause, by giving ninety (90) days written notice of termination to Licensor. Licensor may terminate the
term of this Agreement upon written notice in the event that Licensee commits a breach or default under
this Agreement and fails to cure such b!"each or default within fifteen (15) days after written notice of the
breach or default. Upon expiration or termination of this Agreement, Licensor will provide Licensee with a
SOL export of the then-current version of the Licensed Materials but will provide no further updates.
Sections 5, 7, 9, 10, 11, 12, and 13 will survive the termination of this Agreement.
Upon termination of the Agreement, by either part and for any cause, Licensor will remove
any equipment, either installed initially or adclecl subsequently, In a timely and pre-contract manner.
9858 Clint Moore Rd., Ste. C111-281 - BOCA RATON, FL 33496
Office: 877-340-8689. Fax: 561.208-6364
. . ~Atrus'
Agenda Item No. 16F1
AtruslCollier County BCC License AgrMIlY'l!17-;-~8g 3
Page 6 of 7
10. Disclaimer of Warranties. Licensee acknowledges that the Licensed Materials may contain
bugs, elTOrs and defects and may be incomplete and that access to the Hosted Application may be
interrupted. Accordingly, Licensee accepts the Licensed Materials and Hosted Application "AS IS" and
'WITH ALL FAULTS, DEFECTS AND ERRORS." LICENSOR MAKES NO WARRANTY, EXPRESS OR
IMPLIED, ARISING BY LAW OR OTHERWISE, REGARDING THE LICENSED MATERIALS, HOSTED
APPLICATION OR ANYTHING ELSE FURNISHED HEREUNDER OR THEIR PERFORMANCE OR
SUITABILITY FOR LICENSEE'S INTENDED USE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR NON-
INFRINGEMENT.
11. Limitation of Damages. LICENSOR WILL HAVE NO LIABILITY (WHETHER ARISING IN
CONTRACT, WARRANTY, TORT, NEGLIGENCE OR OTHERWISE) FOR ANY INDIRECT, SPECIAL,
OR CONSEQUENTIAL DAMAGES; LOSS OF DATA, SAVINGS, OR PROFITS; OR COST OF COVER
ARISING FROM THE USE OR INABILITY TO USE THE LICENSED MATERIALS, HOSTED
APPLICATION OR ANYTHING ELSE FURNISHED HEREUNDER, EVEN IF LICENSOR HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AGGREGATE
LIABILITY OF LICENSOR WITH RESPECT TO THE LICENSED MATERIALS, HOSTED APPLICATION
OR ANYTHING ELSE FURNISHED HEREUNDER OR ANY USE OF OR INABILITY TO SUCH ITEMS
EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID HEREUNDER.
12. Responalblllty for Use. Licensee is. responsible in its sole discretion for determining how to
implement and use the Licensed Materials within Licensee's operational environment Licensee will
indamnify, hold harmless and defend Licensor from and against any and all claims, losses, liabilities,
damages, costs or expenses (including, without limitation, reasonable attorneys' fees) arising out of or
relating to Licensee's use of the Licensed Materials, except to the extent such claim, loss, liability,
damage, cost or expense is caused by Licensor's negligence, gross negligence or intentional misconduct,
subject to Section 768.28, Florida Statutes.
13. Injunctive Relief. In the event of any breach of this Agreement, Licensor may suffer
irreparable harm and have no adequate remedy at law. In such event or the threat of any such event,
Licensor will be entitled (in addition to any and all other remedies) to injunctive relief, speCific
performance and other eqUitable remedies without proof of monetary damages or the inadequacy of other
remedies, and without necessity of posting a bond or other security.
13. Miscellaneous. Licensor will not be in default or liable for any delay or failure in its
performance under this Agreement as a result of any cause or condition beyond its reasonable control.
This Agreement will be governed by the laws of the State of Florida, without reference to its choice of law
principles to the contrery. Licensee hereby irrevocably submits to the Jurisdiction of state and federal
courts located in Collier County, Florida, with respect to any disputes arising under this Agreement.
Licensee will not prosecute any action, suit, proceeding or claim arising under or by reason of this
Agreement except in such courts. In eny action or proceeding to enforce rights under this Agreement, the
prevailing party will be entitled to recover costs and reasonable attomeys' fees. Any action, regardless of
form, arising out of this Agreement, may not be brought by either party more than one (1) year after the
cause of action has accrued, except that the foregoing will not be construed to limit any aelion of Licensor
to enforce any of its intellectual property rights. Licensee will not assign this Agreement. by operation of
law or otherwise, without the prior written consent of Licensor. Subject to. the foregoing restriction, this
Agreement will be fully binding upon, inure to the benefit of end be enforceable by the parties and their
successors and assigns.
9858 Clint Moore Rd., Ste. Cl11-281 - BOCA RATON, FL 33496
Office: 877-340-8689 - Fax: 561-208-6364
~Atrus~
Agenda Item No. 16F1
AtruslCollier County BCC License AgrM!I\"~~;-~ 4
Page 7 of 7
If any provision of this Agreement is fourn:l to be invalid or unenforceable, then the remainder of
this Agreement will have full force and effect and the invalid provision will be modified, or partially
enforced, to the maximum extent permitted to affect the purpose of this Agreement.
This Agreement sets forth the entire agreement and supersedes any and all prior agreements,
01 the parties regarding the subject matter. No amendment modification, or waiver of any of the
provisions of this Agreement will be valid unless set forth in a written instrument signed by both partieS.
Licensor:
Atrus, Inc.
1814 NE Miami Gardens Drive #400
North Miami Beach, FI 33179
Attention: Elliot R. Fisch, President & CEO
(888) 202-4009 I erfisch@atrusinc.com
Licensee:
Collier County Board of County
Commissioners
(address)
Naples, FL
By:
~.
Attention:
Title:
Print: Elliot R. Fisch
Phone:
lemail:
Hie:
President/CEO
By:
Print:
Tille:
Approved As To Form and Legal Sufficiency:
Print Name:
Assistant County Attorney
9858 Clint Moore Rd., Ste. Cl11-281 -- BOCA RATON, FL 33496
Office, 877-340-8689. Fax, 561-208-6364