Loading...
Backup Documents 09/14/2010 Item #16F 616F 6 1 MEMORANDUM Date: September 24, 2010 To: Diana Deleon, Contracts Technician Purchasing & General Services From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract: #10 -5557 "Software Licensing Agreement for Electronic Patient Care Reporting System" Contractor: Image Trend, Inc. Enclosed please find one (1) original, as referenced above (Agenda Item #16F 6), which were approved by the Board of County Commissioners on Tuesday, September 14, 2010. The Minutes & Records Department has retained the original for the Board's Records. If you should have any questions, please contact me at 252 -7240. Thank you. Enclosures (1) o �,bn6r ITEM NO.: FILE NO.: ROUTED TO: Date: To: From: Re: 16F 6 PND DATE RECEIVED A-0 DO NOT WRITE ABOVE THIS LINE REQUEST FOR LEGAL SERVICES September 21, 2010 Office of th,u�rity A�iarney , Attenti S/ colt R. Teach ) Diana =antract Technician Purchasing Department, Extension 8375 ZS S P4 � zy /7":))p Contract: #10 -5557 "Software Licensing Agreement for Electronic Patient Care Reporting System" Contractor: ImageTrend, Inc. BACKGROUND OF REQUEST: I This Contract was approved by the BCC on September 14, 2010; Agenda Item 16.17.6 This item has not been submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: Please forward to the Chairman of the Board of County Commissioners for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Artie Bay, EMS wp 9 (V)v l 16F ' "' {� MEMORANDUM TO: Ray Carter Risk Management Department FROM: Diana De Leon, Contract Technician Purchasing Department DATE: September 21, 2010 RE: Review of Insurance for Contract: #10 -5557 "Software Licensing Agreement for Electronic Patient Care Reporting System" Contractor: ImageTrend, Inc. This Contract was approved by the BCC on September 14, 2010; Agenda Item 16.F.6 Please review the Insurance Certificates for the above - referenced contract. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, please advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 8375. ... C: Artie Bay, EMS l�:10 -(_ 16F 6 mausen_g From: RaymondCarter Sent: Wednesday, September 22, 2010 8:54 AM To: DeLeonDiana Cc: HerreraSandra; mausen_g; bayartie Subject: Contract 10 -5557 "Software Licensing Agreement for Electric Patient Care Reporting System" All, I have approved the certificate of insurance provided by ImageTrend, Inc. for contract 10 -5557. The contract will now be forwarded to the County Attorney's Office for their review. Thank you, Ray im, 91 Manager Risk Finance Collier County Board of County Commissioners 3301 East Tamiami Trail Naples, FL 34112 Office 239 - 252 -8839 Mobile 239- 821 -9370 Under Florida Law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by telephone or in writing. 16F 6 DeLeonDiana From: RaymondCarter Sent: Friday, July 23, 2010 4:08 PM To: DeLeonDiana Subject: FW: 10 -5557 Contract for EMS Software (ImageTrend) / Response to RLS Attachments: ImageTrent- Insurance Certificate.pdf; Collier County EMS Contract with ImageTrend vl.doc Requirements; WC: Statutory EL: $500,000 Auto: $500,000 CGL: $1,000,000 Professional (E &0): $1,000,000 The certificate provided meets or exceeds these requirements. Ray - - - -- Original Message---- - From: DeLeonDiana Sent: Friday, July 23, 2010 3:56 PM To: RaymondCarter Subject: FW: 10 -5557 Contract for EMS Software (ImageTrend) / Response to RLS Ray, Attached is a contract that EMS wants to piggy -back (with comments & revisions from Purchasing and CAD) and the insurance certificate the firm provided. Please review the contract, let me know what insurance requirements should be included in the contract and if the certificate provided meets those requirements. Thanks, DO x8375 - - - -- Original Message---- - From: TeachScott Sent: Friday, July 23, 2010 3:28 PM To: DeLeonDiana Subject: RE: 10 -5557 Contract for EMS Software (ImageTrend) / Response to RLS Please see my attached comments regarding the ImageTrend software contract. Scott R. Teach Deputy County Attorney Collier County, Florida Tel: (239) 252 -8400 Fax: (239) 252 -6300 From: DeLeonDiana Sent: Tuesday, July 20, To: Klatzkow3eff Cc: bayartie 2010 3:18 PM i 16F 6 September 13, 2010 Ms. Diana De Leon Collier County Purchasing Department 3301 Tamiami Trail East Naples, FL 34112 RE: Signature Authority Dear Ms. De Leon, As officers of ImageTrend Inc., we are confirming that Michael J. McBrady, the President has always, is currently and will be authorized to sign contracts on behalf of ImageTrend Inc. / % 4 Michael J. MCBra rest ent Valerie J. McBrady, Secretary/Treas r State of Minnesota County of Dakota On this 13`h day of September, 2010 before me personally appeared Michael J. McBrady, to me known to be the President of ImageTrend, Inc. described in and who executed the foregoing instrument 5nd acknowledged that he /she executed the same as his /her free act and deed, for the purpo smother ins forth. (Notary Public) My Commission Expires: �¢Ruo r I p l ROBERT JAMES NOVAK Notary Public -State of Minnesota Dakota County Commission N 31015200 10M Commission Ex i— Januar 31 2011 Jr H Kr_r, t, i r I a -,n F'.,, -I. i.Kl- it PdN _.1 /I kla I MAGETREND iNt 1z1,s ai -- -40�'V—LQA-20?) CHFMAST FOR REVIEWMG CONTRACTS Entity Nrrme: 6 \C� __,..N_..�_1C 1F Entity name correct on contract? 4;es No Entity registered with FL Sec. of State? Yes No Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &,/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $_ _ Products /Compl/Op Required S---- Personal & Advert Required $ Each Occurrence Required $� Fire/Prop Damage Required $ -----yes No es _ No �Yc No _ es No Provided $ % m\ \1 Provided $ e r , t_ Provided $__VTy.%a k Provided $ ( r , r Provided $ Automobile Liability Bodily Inj & Prop Required $ c5rx-)_V,Provided Workers Compensation Each accident Required $ _ Disease Aggregate Required $• Disease Each Empl Required $1re Date Exp. Date Exp Date 7 r r I Exp Date Exp Date Fxp Date Provided $. Exp Date I t Provided $ _ r, -_Cr Exp Date Provided .$ �` Ex Date Umbrella Liability Each Occurrence Provided $2ma'At Fxp Date _ l Exp Date it Aggregate Provided $ Does Umbrella sufficiently cover any underinsured portion? _ . Yes No Professional Liability Each Occurrence Required $_ ,r,_ Provided $_�� Exp. Date Per Aggregate Required SO z t Provided $_ _ Ii- Exp. Date _ rr t Otherinsurance Each Occur Type:__ Required $ _ Provided S. Exp Date County required to be named as additional insured? Yes No County named as additional insured? I X-C�, _ _No Indemnification Does inderimification meet County standards? Is County indemnifying other party? Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? Signature Blacks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses /notary? Authorization for executor to sign, if necessary: Chairman's signature block? Clerk's attestation signature block? County Attorney's signature block? Attachments Are all required attachments included? ✓Yes � �Ng��• Yes ___Yes No ____ Yes _No Yes No Yes es Y � No ___ -- No No No No No _ No Reviewer fnilials'_ _ rule „1. ff)A _G 1036222 101 BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY 6 F Page 1 of 1 Minn ota N 1iC: b DA Home UCC Business Services Account Session Briefcase Help /FAQS About Login BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Filing Number: 1 OB -266 Original Date of Filing: 3/11/1998 Chapter: 302A Entity Type: Entity Status: Good Standing: (date of last annual filing) Duration: Perpetual Name: ImageTrend, Inc. Registered Office 20855 Kensington Boulevard Address: Lakeville, MN, 55044 Agent Name: No Agent Filed Additional Entity Detail I Return to Search List Domestic Corporation Active 2010 New Search DA Home I OSS Home I Contacts I Privacy Policy I Terms & Conditions Use of this site and services indicates your acceptance of the Terms & Conditions of Use. ©Copyright 2001 , Minnesota Office of the Secretary of State. All Rights Reserved. http : / /da.sos.state.mn.us /minneso a/corp _inquiry- entity.asp ?:nfiling_ number =l 013- 266 &en... 9/22/2010 16 F "6 AGREE MEN T10 -5557 "Software Licensing Agreement for Electronic Patient Care Reporting System" THIS AGREEMENT, made and entered into on this 14th day of September, 2010, by and between ImageTrend, Inc., whose business address is 20855 Kensington Boulevard, Lakeville, Minnesota 55044, hereinafter called the "Consultant" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County ": WITNESSETH: 1. COMMENCEMENT. This Agreement shall conunence after receipt of the Notice to Proceed, in the form of a letter from the County's Contract Manager. This Agreement shall be for a three (3) year period commencing from the date of award by the Board of County Commissioners. The County may, at its discretion and with the consent of the Consultant, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods for a total of six (6) years. The County shall give the Consultant written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Consultant shall provide the County software and services as follows: A. SUPPLY OF SOFTWARE AND LICENSED INFORMATION: CONSULTANT shall provide COUNTY software and services as detailed in Exhibit "A." B. MODIFICATIONS, IMPROVEMENTS AND ENHANCEMENTS: During the terms of this Agreement and any extensions under Section 1, CONSULTANT will provide COUNTY with error corrections, defect fixes, patches or other updates to the Software in object code form, to the extent available in accordance with CONSULTANT's release schedule. If COUNTY desires to add new functions or make enhancements to the Software, COUNTY must, for additional consideration, negotiate with CONSULTANT to develop new functions or improvements to the existing Software. All such error corrections, bug fixes, patches, updates, or other improvements or modifications shall be the sole property of CONSULTANT. Page I of 30 16F 6 C. INSTALLATION, INTRODUCTORY TRAINING AND DEBUGGING: 1. CONSULTANT shall provide COUNTY with start -up services such as the installation and introductory training relating to the Software, and, if necessary, initial debugging services. 2. "Train-the-trainer" training for administrators as detailed in Exhibit "A." Additionally, online training videos and user guides in electronic format will be made available. 3. CONSULTANT will provide installation instructions and assistance for installation of the Software on the COUNTY's Servers. County agrees to ensure that CONSULTANT will have unlimited server access. 4. Introductory training relating to the Software as detailed in Exhibit "A." The parties may enter into a supplemental written agreement in the event COUNTY desires that CONSULTANT provide additional training. 5. CONSULTANT will provide hosting consultation during normal business hours for the term of the contract. Onsite and after -hours support will be charged at the then standard rates plus travel expenses. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Consultant and the County Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Consultant for the performance of this Agreement pursuant to Exhibit "A," Pricing Agreement and Payment Schedule, which is attached hereto and made a part hereof by reference. 4. EXHIBITS. Exhibit "B;' Application Use Support Service Level Agreement, provides basic rules for binding the Consultant and all of its application support customers and is accepted by the parties by execution of this Agreement; Exhibit "C," Business Associate Agreement, is to be signed by both parties; Exhibit "D," Insurance Requirements, outlines the insurance coverage required of the Consultant; Exhibit "E," Scope of Work (SOW), provides an overview of the project schedule and deliverables; and Exhibit "F," Deliverable Acceptance Signoff Form, to be signed by the County upon acceptance of a deliverable. Exhibits "B" thru "F" are attached hereto and made a part hereof by reference. 5. NOTICES. All notices from the County to the Consultant shall be deemed duly served if mailed or faxed to the Consultant at: Pale 2 of 30 16F 6 ImageTrend, Inc. 20855 Kensington Blvd. Lakeville, MN 55044 Toll Free: 1- 888 - 469 -7789; Phone: 952 - 469 -1589 Fax: 952- 985 -5671 MMcBrady@lmageTrend.com Attn: Michael J. McBrady, President All Notices from the Consultant to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department - Purchasing Building 3301 Tamiami Trail, East Naples, Florida 34112 Attn: Steve Carnell Fax: 239 - 252 -6584 The Consultant and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Service Agreement must be in writing. 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Consultant or to constitute the Consultant as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Consultant. Payment for all such permits issued by the County shall be processed internally by the County. All non - County permits necessary for the prosecution of the Work shall be procured and paid for by the Consultant. The Consultant shall also be solely responsible for payment of any and all taxes levied on the Consultant. In addition, the Consultant shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Consultant agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Consultant. 8. NO IMPROPER USE. The Consultant will not use, nor suffer or permit any person to use in any manner whatsoever, county facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Consultant or if the County or its authorized representative shall deem any conduct on the part of the Consultant to be objectionable or improper, the County shall have the right to suspend the contract of the Consultant. Should the Consultant fail to correct any such Pale 3 of 30 16F 6 violation, conduct, or practice to the satisfaction of the County within twenty -four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Consultant further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004 -05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and /or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and /or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and /or quotes; and, c. immediate termination of any contract held by the individual and /or firm for cause. 10.TERMINATION. Should the Consultant be found to have failed to perform its services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement immediately for cause; further the County may terminate this Agreement for convenience with a seven (7) day written notice. The County shall be sole judge of non - performance. 11. NO DISCRIMINATION. The Consultant agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Consultant shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of Consultant or anyone employed or utilized by the Consultant in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Collier County Emergency Services Department. 14. CONFLICT OF INTEREST: Consultant represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Consultant further represents that no persons having any such interest shall be employed to perform those services. Page 4 or"0 16F 6 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached component parts, all of which are as fully a part of the contract as if herein set out verbatim: Exhibit "A " -- Pricing Agreement, Exhibit "B " -- Application Use Support Service Level Agreement, Exhibit "C"- -HIPAA Business Associate Agreement, Exhibit "D "— Insurance Requirements, Exhibit "E " -- Statement of Work, Exhibit "F " -- Deliverable Acceptance Signoff Form, and Insurance Certificate(s). 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et Leq. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 18. VENUE. This agreement shall be construed in compliance with Florida Laws. Venue shall be in Collier County, Florida. 19. AGREEMENT TERMS: If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. Page 5 of 30 16F 6 IN WITNESS WHEREOF, the Consultant and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. ATTEST: Dwight E. Brock, Clerk of Courts Eiltti7WA • Op�f r First Witness Va�e�e e I mc�3radv TType/ int witness nameT' Second Witness Novak - TType /print witness nameT Approved as to form and legal sufficiency: County Attorney Print Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By:1. lA1 l_v, Fred W. Coyle, Chairman ImageTrend, Inc. M Page 6 of 30 n1ichafl S. mcbrct��/ f(maeat- Typed signature and title 16F 6 EXHIBIT A Pricing Agreement and Payment Schedule EXHIBIT B Application Use Support Service Level Agreement EXHIBIT C HIPAA Business Associate Agreement EXHIBIT D Insurance Requirements EXHIBIT E Statement of Work EXHIBIT F Deliverable Acceptance Signoff Form Pal-e 7 of 30 16F 6 EXHIBIT A Pricing Agreement and Payment Schedule TOTAL UniW rice, Extend' Rescue Bridge License Complete (Fire & EMS Database) 1 $52,000.00 $52,000.00 Rescue Bridge Complete Setup 1 Included $0.00 Field Bridge Site License 1 $10,000.00 $10,000.00 Reports Dashboard I Included $0.00 Hospital View 1 Included $0.00 Membership Management 1 Included $0.00 Auto CIVIS Service Level —1 1 Included $0.00 EMS Certification Dashboard 1 Included $0.00 Inventory Checklist I included $0.00 Billing Bridge Integration: ADPi 1— $4,000.00 $4,000.00 CAD Integration: Other 1— $10,000.00 $10,000.00 Legacy Data Conversion Complete Packaje--(-hd-u­des-- Healthware Legacy Import of data) 1 $3,000.00 $3,000.00 Installation on County Servers (via VPN) I Included $0.00 Training Sessions – Onsite (Full Day) 4 $1,000.00 $4,000.00 Travel per Trainer for Onsite Training (2 Trainem) 2 $1,500.00 $3,000.00 ColdFusion 9 Enterprise License 1 $7,600.00 $7,600.00 TOTAL TOTAL UniW rice, Extend' Rescue Bridge Complete Annual Support and Future Enhancements 1 $8,320.00 $8320.00 Field Bridge Site License Annual Support 1 $1,600.00 $1,600.00 Billing Bridge Annual Support 1 $500.00 $500.00 CAD Support 17 $1,600,00 $1,600.00 TOTAL TOTAL UniW rice, Extend' Hosting at Consultant's Fa $6,000.00 Rescue Bridge Complete Annual Support and Future $ 110.00 Enhancements 1— $10,400.00 $10,400.00 Field Bridge Site License Annual Support 1 $2,000.00 $2,000.00 Billing Bridge Annual Support 1 $800.00 $800.00 CAD Support 1 $2,000.00 $2,000.00 TOTAL ** CONSULTANT requires unlimited server access for the purpose of assisting in standard installation and error analysis procedures. ^ The County may elect to purchase additional services as set forth in the options identified above at the scheduled price amounts at any time during the initial term of the project. The County shall exercise said options by written notice to Consultant. Page Soy30 UniW rice, Extend' Hosting at Consultant's Fa $6,000.00 Out of Scope billed at 11 O/Hour $ 110.00 Additional Training Sessions $ 1,000.00 Travel per Trainer (for Onsite at County's Facility Training)*** $ 1,500.00 ** CONSULTANT requires unlimited server access for the purpose of assisting in standard installation and error analysis procedures. ^ The County may elect to purchase additional services as set forth in the options identified above at the scheduled price amounts at any time during the initial term of the project. The County shall exercise said options by written notice to Consultant. Page Soy30 16F 6 Payment Schedule: A -1 Implementation Services The table below provides a payment schedule for services performed during the configuration and implementation of CONSULTANT's ImageTrend Software. efdh� $i:�i .�ia'�+ s.,YL FF ,�Oi! ... Rescue Bridge Setup M -?, 30% of Year 1 negotiated payment plan upon Completion of Rescue Bridge Setup $12,966.00 Training 20% of Year 1 negotiated payment plan upon Completion of Training $8,644.00 Go -Live 30% of Year 1 negotiated payment plan upon Go -Live $12,966.00 Warranty Period 90 days after Go -Live $8,644.00 Year 2 Portion of Payment Plan October 1 , 2011 $43,220.00 Year 3 Portion of Payment Plan October 1s, 2012 $43,220.00 Year 4 Annual Support October 1s', 2013 $15,200.00 Year 5 Annual Support October 1 , 2014 $15,200.00 Year 6 Annual Support October 21r 015 $15,200.00 Terms: • Payment terms are in accordance with Chapter 218, Florida Statutes, also known as the "Local Government Prompt Payment Act ". • The recurring Annual Support will be billed annually. • A warranty is in effect for ninety (90) days from installation of software. • Consultant and County agree to split the total for the first three years (Total Year 1= $93,600 +$12,020 Annual Support; Year 2 Annual Support= $12,020; and Year 3 Annual Support= $12,020) into a three year payment plan, as follows: • Year 1 = $43,220.00 • Year 2 = $43,220.00 • Year 3 = $43,220.00 • Consultant and County agree that beginning Year 4, Annual Support Fees will be increase from an estimated 16% to 20% of Year 1 Annual Support Fees (Increase to $15,200.00 /year) • The Annual Support Fees includes: Upgrades, Maintenance and Support for the above mentioned products (Rescue Bridge, Field Bridge, Billing Bridge and CAD) Page 9 of 0 16F 6 EXHIBIT B Application Use Support Service Level Agreement This agreement exists for the sole purpose of creating some basic rules binding Consultant and all of its application support customers. It is part of our guarantee for exceptional service level for as long as the system annual support fee is contracted. Please make sure you have read and agreed to this document before submitting any payment to our company. 1. Term The tens of this AGREEMENT shall be for a total of six (6) years) from signature date. 2. Support Services Consultant provides both onsite and on -call support for their applications and hosting. Support includes technical diagnosis and fixes of technology issues involving software and hardware. Consultant has a broad range of technical support and proposes to provide service in the areas of: • Web Site Hosting and Support • Subject Matter Expert Application Usage Support • Web Application Development /Enhancement • Database Administration /Support • Project Management • Systems Engineering /Architecture 3. X -Team Support Our servers are automatically monitored 24x7 and send out alerts to our X -Team, who respond to all server issues and receive supportpConsultant.com notices 24x7. In addition to our standard services, we offer optional X -Team after -hours and emergency support for our customers. If you are in need of support after business hours or during weekends for everything from application support to hardware and technical emergencies, our X -Team is there to help provide fixes and a guaranteed eight -hour turnaround time on service calls placed to them when this level of support has been contracted. 4. Application Usage Support Consultant will provide ongoing support for one year (or as long as contracted) after installation for the customer for any software application errors. This includes continued attention to product performance and general maintenance, but does not include any server related issues, since the application will be installed on the County's servers. Consultant offers multi -level technical support, based on level -two user support by accommodating both the general inquiries of the administrators and those of the system users. We will give the administrators the ability to field support for the system as the first level of contact while providing them the option to refer inquiries directly to Consultant. Consultant's Application Use Support Team is available Monday through Friday from 8:30 am to 5:00 pm CST at Toll Free: 1- 888 -469 -7789 Phone: 952- 469 -1589 After hours issues may be submitted to supportCcDConsultant.com. These are responded to by Consultant's X -Team, who automatically receive all server and critical notifications 24x7- If an issue is deemed non - critical by the X -team they may elect to respond during normal business hours or charge for after hour's resolution. 5. Maintenance and Upgrades Included in the ongoing support and warranty during the first year (or as long as contracted) of system usage for the customer care system /product maintenance and upgrades. These ensure continued attention to product performance and general maintenance. Scheduled product upgrades include enhancements and may occur twice a year and include minor and major product changes. Customers are notified in advance of scheduled maintenance. Consultant offers multi -level technical support. We provide level -two user support by accommodating both the general inquiries of the administrators and those of the system users. We will give administrators the ability to field support for the system as the first level of contact while providing them the option to refer inquiries directly to Consultant. 6. Incident Reporting Malfunctions Consultant takes all efforts to correct malfunctions that are documented and reported by the County. Consultant acknowledges receipt of a malfunction report from a County and acknowledges the disposition and possible resolution thereof according to the chart below. If the Malfunction reported prevents all useful work from being done, or disables major functions from being performed, we undertake immediate corrective action to remedy the reported issue. If the malfunction reported represents a non- mission critical issue, reasonable corrective action to remedy the malfunction within three business days will be taken. If the malfunction reported disables only non - essential functions, resulting in degraded operations, we undertake reasonable corrective action to remedy the reported malfunction within a reasonable time period. Submission All support requests received by either direct phone contacts and support@Consultant.com are recorded by County, incident description and disposition into our support log. Pn'c 10 of "o 16'F 6 Severity Level Examples of each Severity Level: Notification Action: Expectation: Acknowledgement: Anticipated Error resolution Consultant Return notification after Consultant Return Call to Licensee : Call to Licensee of Notification after initial Acknowledgement of an error. - - .notification of an Error Severity 1 — - Complete shutdown or partial shutdown of one or Within one (1) hours 8 hours Critical more Software functions of initial notification - Access to one or more Software functions not during normal available business hours. - Major subset of Software application impacted su000rtCc),Consultant. com with critical subject will be responded to after hours. Severity 2 — - Minor subsystem failure Within four (4) hours 24 Business hours Non - Critical -Data entry or access impaired on a limited basis — of initial notification usually can be delegated to local County contact as a during normal first level or response for resolution — usually user business hours. error i.e. trainin or forgotten passwords Severity 3 — - System operational with minor issues; suggested Same day or next Next Release Non - essential enhancements as mutually agreed upon — typically business day of initial covered in next version release as mutually agreed notification upon. 7. Support and Issue Management Support Log Information regarding outstanding problems, fixes, modifications and improvements are tracked in Consultant's incident Support Suite and are available to the Customer upon request. Consultant's commitment to service ensures that projects stay on track by anticipating and resolving unexpected issues quickly. Consultant Project Management allows project shareholders to identify, prioritize, assign and solve issues based on critical status. Progress is tracked for each issue on the way to resolution. The Support/issue queue displays the list of issues and can be sorted by age, ID, reporter, and subject. Graphical aging status keeps project members informed of pending issues, and helps keep the project on track. In addition, each issue upon completion is then marked as 'Closed' and saved for documentation. In addition to tracking issues, the Support/Issue queue tracks HIPAA incidents. This in turn automatically notifies all designated parties for further action, which may be reporting or further security procedures, such as password changes. 8. Service Requests (enhancements) Any service requests that are deemed to be product enhancements are detailed and presented to the development staff, where the assessment is made as to whether these should be added to the future product releases and with a priority rating. If an enhancement request is specific to one County and deemed to be outside of the original scope of the product, then a change order is written and presented to the County. These requests are subject to our standard rates and mutual agreement. Countys review and approve the scope, specification and cost before work is started to ensure goals are properly communicated. Product release management is handled by Consultant using standard development tools and methodologies. Work items including, tasks, issues, and scenarios are all captured within the system. Releases are based on one or more iterations during a schedule development phase. This includes but not limited to: development, architecture, testing, documentation, builds, test and uses cases. Submissions of issues or requests are documented within our Product Management system and from there workflow is created to track the path from initial request to resolution. 9. Escalation Consultant has available for their Countys telephone and /or electronic mail support during Consultant's normal business hours (8:30 a.m. to 5:00 p.m. CST, Monday through Friday, excluding holidays). Our support staff is committed to resolving your issues as fast as possible. If they cannot resolve your issue immediately, they will identify the course of action that they will be taking and indicate when an answer will be available. They in turn will seek assistance from the designated developer. The next level of escalation goes to the Project Manager, who also addresses all operational issues on an ongoing basis and reviews the issue log regularly to assess product performance and service levels. Senior Management will handle issues requiring further discussion and resolution. Any issues to be determined to be of a critical nature are immediately brought to the attention of both the X -Team and Senior Management. Pa,e t I of 30 16F 6 EXHIBIT C BUSINESS ASSOCIATE AGREEMENT THIS BUSINESS ASSOCIATE AGREEMENT (this "Agreement ") is entered into as of the day of , 20 , by and between Collier County EMS /Fire, a corporation with an address at 8075 Lely Cultural Parkway, Naples, Florida 34113 (the "Covered Entity ") and ImageTrend, Inc., a corporation with an address at 20855 Kensington Boulevard, Lakeville, Minnesota 55044 (the "Business Associate'). WHEREAS, the Covered Entity and the Business Associate have entered, or may in future enter, into an agreement or agreements pursuant to which the Covered Entity may disclose certain Protected Health Information to the Business Associate or the Business Associate may create or receive Protected Health Information for or on behalf of the Covered Entity; and WHEREAS, pursuant to 45 C.F.R. § 164.502(e)(2), the Covered Entity is required to enter into a written contract with the Business Associate which contains satisfactory assurances that the Business Associate will appropriately safeguard the Protected Health Information; and WHEREAS, this Agreement sets forth the terms and conditions upon which the Covered Entity will disclose Protected Health Information to the Business Associate or will allow the Business Associate to create or receive Protected Health Information for, or on behalf of the Covered Entity. NOW, THEREFORE, on the mutual covenants and promises contained herein, the parties hereto hereby agree as follows: 1. Certain Definitions. a. Data Aggregation Services shall have the same meaning as is set forth in 45 C.F.R. § 164.501. b. Designated Record Set shall have the same meaning as is set forth in 45 C.F.R. § 164.501. c. Individual shall have the sane meaning as is set forth in 45 C.P.R. § 164.501. Pagc 12 of30 16F 6 d. Privacy Rules shall mean the Health Insurance Portability and Accountability Act of 1996 Privacy Rules set forth in 45 C.F.R. part 160 and part 164, subparts A and E. e. Protected Health Information shall have that same meaning as is set forth in 45 C.F.R. § 164.501. £ Required by Law shall have the same meaning as is set forth in 45 C.F.R. § 164.501. g. Secretary shall mean the Secretary of the United States Department of Health and Human Services or his designee. h. Security Rules shall mean the Health Insurance Portability and Accountability Act of 1996 Privacy Rules set forth in 45 C.F.R. parts 160, 162, and 164. 2. Services. The Covered Entity and the Business Associate have entered, and may in the future enter, into service agreements (the "Service Agreements ") pursuant to which the Business Associate provides services to the Covered Entity that require the use or disclosure of Protected Health Information (the "Services "). Except as expressly provided herein or as otherwise Required by Law, the Business Associate may only use or disclose the Protected Health Information for the purpose of providing the Services. The Business Associate expressly agrees that any and all uses or disclosures of the Protected Health Information by the Business Associate will be done in accordance with the terms of this Agreement and the provisions of all applicable federal and state laws and regulations, including without limitation, the Privacy and Security Rules. 3. Obligations and Activities of the Business Associate. The Business Associate hereby agrees: a. not to disclose the Protected Health Information other than as permitted or required by this Agreement, the Service Agreements or as otherwise Required by Law; Page 13 of ',0 16F 6 b. to use appropriate safeguards to prevent use or disclosure of Protected Health Information not expressly permitted by this Agreement, the Service Agreements or as Required by Law; c. to mitigate, to the extent practicable, any harmful effects of which the Business Associate becomes aware that arise out of the use or disclosure of Protected Health Information by the Business Associate that is in violation of this Agreement; d. to report to the Covered Entity any use or disclosure of the Protected Health Information not specifically permitted by this Agreement of which it becomes aware; e. to ensure that any agent, including but not limited to any subCONSULTANT or employee, to whom the Business Associate provides any Protected Health Information received from the Covered Entity, or created or received by the Business Associate for or on behalf of the Covered Entity, agrees to the same restrictions as apply through this Agreement to the Business Associate with respect to the Protected Health Information. Notwithstanding the foregoing, the Business Associate shall only disclose that Protected Health Information to such agents as is reasonably necessary to perform the Services or to fulfill a specific function required or permitted under this Agreement; f. upon [three (3)] days prior notice from the Covered Entity and during all regular business hours of the Business Associate, or at such times and upon such terns as the Secretary may require, to make available to the Covered Entity or the Secretary all internal practices, books and records, including but not limited to policies and procedures relating to the use and disclosure of Protected Health Information received from, or created or received by the Business Associate from or on behalf of the Covered Entity necessary to allow the Secretary to determine whether the Covered Entity is in compliance with the and Security Rules; P11"e I of 30 16F 6 g. to document all disclosures of Protected Health Information and such other information related to the disclosure of Protected Health Information as may reasonably be necessary for the Covered Entity to respond to any request by an Individual for an accounting of disclosures of Protected Health Information as permitted by 45 C.F.R. 164.528; h. within [thirty (30)] days of receiving a written request from the Covered Entity, to provide to the Covered Entity, or an Individual, all information collected in accordance with Section 3(g) of this Agreement; and i. if the Business Associate maintains Protected Health Information in a Designated Record Set, a. upon [three (3)] days prior notice from the Covered Entity and during all regular business hours of the Business Associate, to provide access to Protected Health Information to the Covered Entity or, as directed by the Covered Entity, to an Individual, contained in such Designated Record Set, as required by 45 C.F.R. 164.524; and b. within [three (3)] days of receiving written notice from the Covered Entity, to make any amendment(s) to Protected Health Information contained a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 C.F.K. 164.526. 4. Permitted Uses and Disclosures by the Business Associate. Except as otherwise limited by this Agreement, the Business Associate may use or disclose the Protected Health Information to perform functions, activities or services for, or on behalf of, the Covered Entity as set forth in the applicable Service Agreement, provided that such use or disclosure, if made by the Covered Entity, would not violate the and Security Rules or the minimum necessary policies and procedures of the Covered Entity. Page 1; of3o 16F b 5. Specific Use and Disclosure Provisions. Except as otherwise limited by this Agreement, the Business Associate may: a. use the Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate; b. disclose the Protected Health Information for the proper business administration of the Business Associate, provided that: a. any such disclosure is Required by Law, or b. the Business Associate obtains reasonable assurances from the person to whom the information is disclosed (the "Third Party ") that (a) the Protected Health Information will remain confidential and will only be used or further disclosed for the purpose for which it was disclosed to such Third Party or as may otherwise be Required by Law, and (b) the Third Party agrees to notify the Business Associate of any instances of which the Third Party becomes aware in which the confidentiality of the Protected Health Information has been breached; c. use the Protected Health Information to provide Data Aggregation Services to the Covered Entity, as permitted by 45 C.F.R. 164.504(e)(2)(i)(B); and d. disclose the Protected Health Information to report violations of law to appropriate federal and state authorities, consistent with 45 C.F.R. 154.5020)(1). 6. Obligations of the Covered Entity. The Covered Entity shall notify the Business Associate of a. any limitation(s) in its notice of privacy or security practices, to the extent that such limitation(s) may affect the Business Associate's use or disclosure of the Protected Health Information; Page 16 of 30 16F 6 b. any changes in, or revocation of, permission by an Individual to use or disclose Protected Health Information, to the extent that such change or revocation may affect the Business Associate's use or disclosure of Protected Health Information; and c. any restriction(s) on the use or disclosure of Protected Health Information that the Covered Entity has agreed to in accordance with 45 C.F.R. 164.522, to the extent that such restriction(s) may affect the Business Associate's use or disclosure of Protected Health Information. 7. Permissible Requests of the Covered End. The Covered Entity shall not request that the Business Associate use or disclose any Protected Health Information in any manner that would not be permissible under the Privacy and Security Rules if done by the Covered Entity, except as may otherwise be provided by Section 5 of this Agreement. 8. Term and Termination. a. Term. This Agreement shall be effective as of the date first set forth above and shall terminate when all of the Protected Health Information provided by the Covered Entity to the Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is not feasible to return or destroy the Protected Health Information, protections are extended to such information, in accordance with this Section 8. b. Termination by the Covered Entity for Cause. If the Business Associate breaches this Agreement, the Covered Entity, in its sole discretion, may: a. provide the Business Associate written notice that the Business Associate has breached this Agreement and provide the Business Associate an opportunity to cure the breach to the satisfaction of the Covered Entity within ten (10) days, after which time this Agreement and all of the Service Agreements shall be automatically terminated if the breach is not cured; Page 17 of30 16F 6 b. immediately terminate this Agreement and the Service Agreements if the Business Associate has breached a material term of this Agreement and cure is not possible; or c. if neither termination nor cure are feasible, the Covered Entity shall report the violation to the Secretary. c. Termination by the Business Associate. So long as any Service Agreement by and between the Covered Entity and the Business Associate shall exist, the Business Associate shall have no right to terminate this Agreement. d. Automatic Termination. This Agreement will automatically terminate, without any further action by the parties hereto, at such time as there are no longer any Service Agreements by and between the parties hereto. e. Effect of Termination. i. Except as provided in Section 8(e) (i) of this Agreement, upon termination of this Agreement for any reason, the Business Associate shall return or destroy all Protected Health Information received from the Covered Entity, or created or received by the Business Associate for or on behalf of the Covered Entity. This provision shall apply to all Protected Health Information that is in the possession of any subCONSULTANT or agent of the Business Associate. The Business Associate shall retain no copies of the Protected Health Information for its records. ii. In the event that the Business Associate believes that returning or destroying the Protected Health Information is not feasible, within [three (3) days] of any termination hereof the Business Associate shall provide written notice to the Covered Entity setting forth the conditions that the Business Associate believes make return or destruction of the Protected Health Information not feasible. Within [three (3)] days of its receipt of such notice from the Business Associate, the Covered Entity shall Pagc 13 of 30 16F 6 determine whether, in its sole discretion, the return or destruction of the Protected Health Information is not feasible, and provide written notice to the Business Associate of its decision. If the Covered Entity determines that the return or destruction of Protected Health Information is not feasible, the Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information. In the event that the Covered Entity determines, in its sole discretion, that it is feasible to return or destroy the Protected Health Information, the Business Associate shall immediately comply with the provisions of Section 8(e)(i) of this Agreement. For the period during which the Covered Entity and the Business Associate are determining whether the return or destruction of the Protected Health Information is feasible, the Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit use or disclosure of the Protected Health Information to those uses and disclosures necessary to determine whether the return or destruction of the Protected Health Information is feasible. 9. Indemnification. The Business Associate shall indemnify and hold harmless Covered Entity and any of Covered Entity's affiliates, directors, officers, employees and agents from and against any claim, cause of action, liability, damage, cost or expense (including reasonable attorney's fees) arising out of or directly relating to any non - permitted disclosure of Protected Health Information or other breach of this Agreement by Business Associate or any affiliate, director, officer, employee, agent or subCONSULTANT of Business Associate. 10. Miscellaneous. Pagc 19 of 30 16F 6 a. Regulatory References. Any reference made herein to any provision of law or regulation shall be a reference to such section as in effect and as same may be amended from time to time. b. Amendment. This Agreement may not be amended except in a writing signed by both parties hereto. Both parties hereto agree that this agreement shall be amended to comply with any and all state or federal laws rules, or regulations, including without limitation any future laws, rules or regulations. e. Interpretation. Any ambiguity in this Agreement shall be resolved to permit the parties hereto to comply with the Privacy and Security Rules. d. Successors and Assigns. This Agreement and all rights and obligations hereunder shall be binding upon and shall inure to the benefit of the respective successors and assigns of both parties hereto. e. Notices. All notices which are required to be given hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) the next business day following the day on which the same has been delivered prepaid to a nationally recognized overnight courier service, or (e) three (3) days after sending by registered or certified mail, postage prepaid, return receipt requested, in each case to the address first set forth above to the attention of the person signing below, or to such other person at such other address as the party may designate by giving notice. f. Severability. In the event that any provision of this Agreement is adjudged by any court of competent jurisdiction to be void or unenforceable, all remaining provisions hereof shall continue to be binding on the parties hereto with the same force and effect as though such void or unenforceable provision had been deleted. g. Waiver. No failure or delay in exercising any right, power or remedy hereunder shall operate as a waivcr thereof, nor shall any single or partial exercise of any right, power Pa,—,c 20 of 30 16F 6 or remedy hereunder preclude any other further exercise thereof or the exercise of any other right, power or remedy. The rights provided hereunder are cumulative and not exclusive of any rights provided by law. h. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supercede any prior or contemporaneous verbal or written agreements, communications and representations relating to the subject matter hereof. i. Choice of Law. This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of Florida, without regard to such state's conflict of laws provisions. j. Counterparts, Facsimile. This agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. A copy of this Agreement bearing a facsimile signature shall be deemed to be an original. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Page 21 oC30 16F � IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the date first set forth above. [COVERED ENTITY] Name: Jeffrey Walker Title: Privacy Officer [BUSINESS ASSOCIATE] C Name: Michael J. McBrady Title: President Pa�c 22 of 30 16F 6 EXHIBIT D Insurance Requirements INSURANCE. The Consultant shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent CONSULTANTs, Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $500,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non - Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. D. Professional Liability: $1,000,000 per occurrence, each claim and in the aggregate. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Consultant during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. Consultant shall insure that all subCONSULTANTs comply with the same insurance requirements that he is required to meet. The same Consultant shall provide County with certificates of insurance meeting the required insurance provisions. Paeo 2 3 of 30 16F b EXHIBIT E Scope of Work (SOW) Overview COUNSULTANT is delivering an ePCR solution that consists of Rescue Bridge with the EMS Field Bridge will be hosted at COUNTY's data center on hardware which follows the specifications provided by CONSULTANT. To complete this end to end solution there will be three (3) data integrations: a. Billing Bridge Integration to ADPi b. CAD Integration (to be determined) C. Legacy Data Import (Healthware) Since this is a product offering, the implementation process consists mostly of installation, testing, and training performed by CONSULTANT's personnel. Additionally the integrations will require a review of the various systems with which this system will communicate. The data elements, data file format, data exchange standard and the configuration mapping will need to be defined for each. As an open system, seamless data flow and exchange are the goal and accomplished with the support of multiple data file formats and an experienced integrations staff. Project Planning The planning process will begin with a kickoff meeting after contract agreement. This will establish the groundwork for this venture, informing all parties of their roles and responsibilities. Additionally, guidelines will be laid for the infrastructure, data dictionary, data imports /exports and the exact details of the acceptance procedure will also be established. The initial steps of finalization of specifications and acceptance criteria will be accomplished with CONSULTANT's personnel and will be subject to approval by COUNTY's representative. A task breakdown of a typical Implementation Plan follows: • Rescue Bridge and Field Bridge Application Review to include finalization of the data set, validation rules, system data exchange requirements, acceptance criteria, review training plan and deployment timeframes. COUNTY will be required to complete the implementation workbook; • Present initial Project Plan deliverable consisting of Project Schedule, Testing Plan, and Training Plan; • Ongoing bi monthly Status Reports; • Rescue Bridge will be installed in the Consultant environment for Initial acceptance to include all agreed base functionality. The deliverable for this are the associated licenses, • Training as specified in the training plan, • Billing Bridge Integration to ADPi • CAD Integration (to be determined) • Legacy Data Import • Installation on the production environment at COUNTY's data center • Ongoing data collection and final acceptance review • Go Live • Ongoing support Deliverables CONSULTANT will present the following deliverables (i.e., work products) to COUNTY for acceptance. Acceptance means that the deliverable is complete and meets expectations. Acceptance of deliverables on a timely basis is critical in order to avoid delays to the project and establish milestone payment points. • Project Plan deliverable consisting of Project Schedule, Testing Plan, and Training Plan, • Bi monthly status reports • Product Licenses • Installation on Consultant's Servers • Training • Each Integration acceptance • Final Acceptance / Go Live P9ee 24 of 30 16F b Warranty Implementation Deployment As a product offering, the Rescue Bridge implementation begins with the deployment to the CONSULTANT server environment and configured to the details as completed in the implementation workbook completed by COUNTY staff. This will then be reviewed with COUNTY and initial testing can begin. Status updates and phone meetings will be held during the development phase to review functionality. Modifications and System Enhancements As a Commercial of- the -shelf (COTS) system the Rescue Bridge will be implemented as is and will be configured for usage by the COUNTY's staff. Any modification or system enhancements that are not part of any scheduled release plan are considered out of scope and will be accomplished after a mutually agreed upon Statement of Work and costs has been established. Testing Testing will include performance, stability, data integrity, and connectivity measures. Complete testing and acceptance criteria are mutually detailed during the kick -off meeting. In general the tasks will be performed by the CONSULTANT's team with COUNTY team members responsible for review, modification requests and acceptance. Actual data collection during the pilot, however, is performed by the field personnel. Training The CONSULTANT's Training Curriculum will be reviewed with COUNTY to ensure that all courses are designed to address COUNTY's specific needs. "Train- the - trainer" sessions will train a designated person(s) from COUNTY in all aspects of system administration and usage and provides the basic materials for the training plan for all field personnel. CONSULTANT will provide the number of training days as specified in CONSULTANT's Proposal. Ongoing training sessions will be held regularly (perhaps every 6 months) for new personnel and as review for existing personnel if contracted or may be contracted as necessary. These sessions will be conducted by the trainer via Webinar or alternatively, CONSULTANT can offer these onsite for additional fees. CONSULTANT's Training Curriculum is broken down into two types of training sessions, User Training and Administrator Training. a. User Training. CONSULTANT will provide training for up to 25 students total in the use of the Field Bridge and Rescue Bridge applications, 5 hours per day, 2 days. From 9:30am to 12noon, 1 pm to 3:30pm. Training will be provided in TBD at an appropriate facility as determined by the CONSULTANT's Project Manager and the COUNTY Project Manager. These training costs will be paid for by COUNTY and are included in Exhibit A. Additional training may be purchased at $1000 per day plus expenses for onsite training or $100 / hour for webinar training. Administrator Training. Administration Training will focus on system administration and all the features associated with maintaining the application. Additional training will focus on data collection as well as reporting and data analysis. Administration training will include the knowledge to provide Level 1 support and training to field personnel. It is recommended that this training be accomplished in groups, since the interactive questions and assistance improves the learning process and establishes the communication links for the ongoing system usage. CONSULTANT will provide training on the installation, configuration, and maintenance of the Field Bridge and Rescue Bridge applications for technical support personnel (up to 10) for 8 hours per day, 2 days, from 8:OOam to 12noon, 1 pm to 5:OOpm. Training will be provided in TBD at an appropriate facility as determined by CONSULTANT's Project Manager and the COUNTY Project Manager. These training costs will be paid for by COUNTY and are included in Exhibit "A." Additional training may be purchased at $1000 per day plus expenses for onsite training or $100 / hour for webinar training. Pale 25 of 30 16F c. Documentation will be provided in PDF format, which COUNTY will be allowed to reproduce for its own internal use. Access will also be provided to Consultant University, which contains self - guided tutorial online videos as additional educational materials, which can be used for either initial or refresher training. When accessing Consultant University through their application, users can view educational videos, manuals, quick guides and workbooks to assist them in better understanding our software and support train - the - trainer sessions. These manuals may be copied and /or digitized by COUNTY for COUNTY's internal use. Integrations The following integrations have been established to define the overall data flow goals. It is understood that during discovery and finalization of the requirements for each integration the data elements, data file format, data exchange method, mapping and validation will be defined. Modifications may be necessary to accommodate technical issues and feasibility constraints, as well as third party vendor cooperation. These will be clearly discussed with all alternatives to accomplish the most advantageous solution. COUNTY agrees to be responsible for facilitating necessary communications with the third party vendors. The actual implementation strategy and timeline will be mutually agreed upon. Technical Contacts COUNTY Contacts: Name: Les Williams Title: Phone: 239 - 252 -3782 Email: leswiIliams@coliergov.net Billing Export Contact: Name: Title: Phone: Email: Website: Specification sheet required and will be found in the Project Plan CAD Contact: Name: Title: Phone: Email: Version Number: Website: Specification sheet required and will Healthware Legacy Data Contact: be found in the Project Plan Name: Title: Phone: Email: Version Number: Website: Specification sheet required and will be found in the Project Plan Final Deployment When preliminary testing has taken place an installation plan will be detailed for installation of the Rescue Bridge on COUNTY's servers. CONSULTANT will provide instructions and guidance for the Pa�,,e26 of 30 16F installation process. COUNTY will ensure that CONSULTANT has unlimited server access. Once the installation is completed, the training plan and Go Live procedure will be reviewed and modified if necessary. Testing will include performance, stability, data integrity and connectivity measures. At this point the full application usage will begin. At the end of this phase a status review and final acceptance meeting will be held. Services Provided by COUNTY A. COUNTY will host this application at its facility. B. COUNTY will install the software on their servers following CONSULTANT recommendations and installation procedures. C. COUNTY agrees to provide CONSULTANT unlimited server access for the purpose of assisting in standard installation and error analysis procedures. D. COUNTY will provide sufficient infrastructure and follow CONSULTANT recommendations to ensure application's accessibility and response times. COUNTY will configure the hosting environment to the hardware recommendations as detailed below. E. CONSULTANT will provide hosting consultation during normal business hours for the term of the contract. Onsite and after -hours support will be charged at the then standard rates plus travel expenses. Required Hosting Infrastructure for County -Based Hosting There are three environments Production, Staging and a Failover for disaster recovery. All environments require Adobe ColdFusion licenses as well as Microsoft Windows and SQL Server licenses. A backup storage solution should also be planned for, with a recommended storage of approximately three times the total storage capacity of all other servers. Storage requirements refer to anticipatory needs which would be based upon actual storage and archiving procedures. These are variable to each specific County. Production Environment: The Production environment will require at least one Application server and one Database server. Additional servers can be added as necessary but at least one additional Application server is recommended going into Phase II. Each Application server will require an Adobe ColdFusion 8 Enterprise Edition license and a Microsoft Windows Server 2003 (Web Edition or better) license. The Application server will host the ColdFusion Application as well as Microsoft IIS. The Database server will require a Microsoft SQL Server 2005 license and a Microsoft Windows Server 2003 license. Operating Systems Supported Windows 2003 Server with IIS version 7.0 or later (recommended) Server Hardware (not required if hosted by Consultant Required: 1 GHz Processor 2 GB RAM 20 GB Available Hard Disk Space Recommended: Dual 2 GHz Processors 4 GB RAM 50 GB Available Hard Disk Space RAID 5 SCSI Hard Drives Consultant Hosted: Quad 2 GHz Processors 8 GB RAM 100 GB Available Hard Disk Space RAID 5 SCSI Hard Drives Page 27 of 30 16F 6 Server Database (not required if hosted by Consultant) Microsoft SQL Server 2008 Additional Service Software (not required if hosted by Consultant) Microsoft .NET Framework 3 5 SP1 Microsoft Tablet PC SDK Additional Application Software (not required if hosted by Consultant) Adobe ColdFusion 9 Enterprise Internet Browser Requirements for End Users Microsoft Internet Explorer 6.0 and above Other browsers that support Mozilla 4.0 and above Adobe Flash 8 or higher (recommended) Adobe Reader 8 or higher Failover Environment: The Failover environment will require all of the software present in the Production environment but a reduced hardware capacity. The system should be capable of meeting the functional demands of users but not necessarily the performance requirements. If possible the Failover environment should be an exact replication of the Production environment hosted at a second physical location served by infrastructure independent of the Production environment, making the Failover environment a Secondary Production environment. Staging Environment: Consultant offers all upgrades in a Staging environment for review and testing of updates or requested changes to the system before deploying them to the Production environment. The system should be capable of performing the tasks of both the Application and Database servers for a limited number of users. Other Considerations: Other potential requirements should be considered for both hardware and software. Hardware should be purchased to be as consistent as possible across all environments to ensure reliable performance and behavior across the different environments. Backup requirements will be verified to determine early on including estimation of future growth and establishing requirements for backup retention and scheduling, all of which will impact the storage capacity requirements. Project Schedule a. COUNTY ePCR Initial Implementation Schedule — see attached Microsoft Project Plan. b. Prior to COUNTY's signature of this document, CONSULTANT and COUNTY will define and mutually agree to a Schedule of Services and associated Payment Schedule, included in Exhibit "A," that will be reviewed, the milestones defined together with the requisite dollar payment for each milestone. Pilot Phase needs to be defined with a date certain for completion and a go live date needs to be included (with acceptance of the system). These need to be specifically set out and approved by COUNTY and CONSULTANT prior to execution of the Agreement and may be reviewed and modified on an ongoing basis during the duration of the contract. Mutually agreed to changes will be evidenced by change orders executed by both parties. Customer Review and Acceptance Acceptance of Deliverables When CONSULTANT has completed a Deliverable, CONSULTANT shall forward such Deliverable to COUNTY with an Acceptance Form. Acceptance of a Deliverable shall be based on its conformity to the Contract Documents. Within ten (10) working days after COUNTY's receipt of such Deliverable, or as otherwise mutually agreed by the parties, COUNTY shall return to CONSULTANT the Acceptance Form executed by COUNTY's project manager or shall forward to CONSULTANT's project manager a written report requesting modification. A signed acceptance form will be required prior to submitting an invoice for payment. Palo 28 of 30 16F b Acceptance Testing COUNTY shall commence and complete acceptance testing in accordance with the Testing Plan submitted as part of the Project Plan. COUNTY shall evaluate the System for purposes of acceptance against the Acceptance Testing Criteria Final Acceptance Upon agreement between CONSULTANT and COUNTY that all Deliverables have been received and accepted, CONSULTANT shall certify in writing to COUNTY that the System is ready for First Full Functional Use. Special Considerations This section will detail all special considerations previously discussed and agreed to by COUNTY and CONSULTANT. Not Applicable Page 29 of 30 16F 6 EXHIBIT F Deliverable Acceptance Signoff Form ImageTrend Implementation Deliverable Acceptance Form Project Name Collier County Date Submitted Implementation Deliverable Date Reply Due Name DESCRIPTION AND ACCEPTANCE CRITERIA DELIVERABLE AMOUNT: $ COUNTY ACCEPTANCE Approve Signature ❑ Disapprove Type or Print Name Date '1 Deliverable Acceptance Form i� >� 1CF;'�I_,`" ? - Page 1 of 1 Page 30 of 30 16F 6 HL.VKL?, CERTIFICATE OF LIABILITY INSURANCE DATE IMM /DDNYYY) 07/20/2010 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER C. 0. Brown Agency, Inc. 2048 Superior Drive NW Suite 100 Rochester, MN 55901 CONTACT NAME: ADOL INSR H NJ EXe:507.288.7600 aDNO:507.535.3130 A DRIESS: PRODUCER CUSTOMER ID 9 INSURERS AFFORDING COVERAGE NAIC# INSURED ImageTrend, Inc. 20855 Kensington Blvd Lakeville, MN 55044 INSURER A: National Fire Insurance of Hart ord_ INSURER B: Continental_ Insurance CO. 06/1512010 INSURER C: Continental Casualty CO. EACH OCCURRENCE INSURER D: American CAsualty Company of Reading, PA INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: Z010/2011 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADOL INSR SUB WVD POLICY NUMBER POD ICY MMIDDrMY POLICY EXP MMIDDIYYYY OMITS GENERAL LIABILITY 402464679 06/1512010 0611512011 EACH OCCURRENCE S 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMERENTED PREMISES S ( Ea occurrence $ 100, DD MEDEXP (Any oneperson) _ $ 5,000 CLAIMS -MADE OCCUR PERSONAL & ADV INJURY S 1,000,000 A GENERAL AGGREGATE S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER'. PRODUCTS - COMPIOPAGG $ 2,000,00 $ POLICY JECT LOC AUTOMOBILE LIABILITY 402464680 0611512010 06/15/2011 COMBINED SINGLE LIMIT (Ea accident) $ 11000,000 X ANY AUTO BODILY INJURY (Par person) S ALLOWNEDAUTOS BODILY INJURY (Per accident) $ B SCHEDULED AUTOS HIRED AUTOS PROPERTY DAMAGE (Peraccident) $ X NON OWNED AUTOS — 8 8 UMBRELLA LIAB X OCCUR 402464678506/15 /2010 0611512011 EACH OCCURRENCE $ 2,000,000 C EXCESS IL CLAIMS -MADE AGGREGATE $ 2,000,000 DEDUCrIBLE -_ $ $ RETENTION S D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY OFFICER/MPR ARTNEEDPECUTIVE❑ (Mandator, in NH) NIA 402464681 06/1512010 06/15/2011 WC STATU- OR TORY LIMITS ER_ E.L. EACH ACCIDENT $ 500,000 E.L. DISEASE EA EMPLOYEE _ $ 500,000 EL DISEASE POLICY LIMIT $ 500,000 If yesdescribe under DESCRIPTION OF OPERATIONS below Pro essional /E&O 42515966506/15/2010 06/15/2011 $2,000,000 ea occurrence C $2,000,000 aggregate D SCRIPJID N OF OPEI(ATIQ N$ I LOCATIOry5,1 VEHIC}ES (Attach ACO 101, Additi naI rrarks S h.di if more space is require ) ertTtxate holger is ITstetl as an AdRLPitionai )Rnsured as respect to t e General Liability policy when required by a written contract. 1-CM I IT II.A I C MUUUI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County AUTHORIZED REPRESENTATIVE 3301 East Tamiami Trail Names. FL 34112 Mark Havford /MAS ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD PDF created with pdfFactory trial version www.pdffactory.com