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Home My WebLink AboutEMS Technology 2021-12-02EMS Technology Solutions, LLC 3781 Tramore Pointe Pkwy Austell, GA 30106 USA: 877-317-2707 Canada: 647-694-0150 www.operativeiq.com City of Ukiah Quotation 61356 Prepared by: Brent Miller on December 2, 2021 Page 1 of 7 Quotation Quote ID 61356 Date December 2, 2021 Expiration January 16, 2022 Client URL uvfa.operativeiq.com Prepared By Brent Miller Account Manager (678) 566-6778 brent@operativeiq.com Quotation For City of Ukiah 300 Seminary Ave Ukiah, California 95482 (707) 621-4994 Annual Service License Description Part Number Quantity Price Monthly Total Inventory and Asset Management License IQ10018 12.00 $30.00 $360.00 $4,320.00 Service Desk License IQ10233 1.00 $125.00 $125.00 $1,500.00 Subtotal $5,820.00 Thank you for choosing Operative IQ. We appreciate your business. Total $5,820.00 Comments or Special Instructions Licensing Agreement 1.Scope: EMS Technology Solutions will provide City of Ukiah, a private, public, or collective entity (the “Customer”) access to Operative IQ management software as a service (the “Service”). The terms and conditions held within (the “Agreement”) represent the terms and conditions under which EMS Technology Solutions will grant licenses to Customer for the Service. This Agreement shall begin on the signed Agreement date and maintain for the initial term of one (1) year (the “Term”). Upon expiration of the Term, Agreement will automatically renew for an additional one (1) year Term, unless terminated in accordance with Section 13, in which Customer may terminate the Agreement without penalty anytime during the Term contingent on a thirty (30) day written notice informing EMS Technology Solutions of intent. The initial Term together with any extensions thereof is referred to in the aggregate as the "Term”. EMS Technology Solutions and the Customer shall sometimes be individually referred to as a “Party” and sometimes collectively referred to as the “Parties.” This Agreement along with the attached Quote sets forth the Services to be provided by EMS Technology Solutions and is hereby incorporated into and made an integral part of the Agreement between EMS Technology Solutions and Customer. 2.Grant of Exclusive License: Subject to the terms and conditions of this Agreement, EMS Technology Solutions hereby grants to Customer irrevocable use of the Service during the aforementioned Term. Customer acknowledges that the Operative IQ management software, including all aspects of the system and software, all supporting documentation, all versions, improvements, and developments however derived; all marks used therewith; and all intellectual property rights associated with any of the foregoing, are the property of EMS Technology Solutions and that EMS Technology Solutions holds all related patent, trademark, copyright, or trade secret interests therein. Customer further acknowledges that the Operative IQ management software, including the software and supporting documentation, is treated by EMS Technology Solutions as its secret and proprietary information of substantial value, and Customer shall treat such information so received in confidence and shall not use, copy, disclose, reverse engineer nor permit any Licensee Personnel or any other person or entity to use, copy, disclose, or reverse engineer the same for any purpose that is not specifically authorized under this Agreement. 3.Product Service Fees: Requested Payment Terms and quantity of licenses specific to each Service (“Service License”) shall be as specified on the Quote. Customer holds option of Service License Requested Payment Term of annual, quarterly, monthly which is to be identified on Agreement. Requested Payment Term will be annual in the event of failure of Customer to identify. In the event EMS Technology Solutions, LLC 3781 Tramore Pointe Pkwy Austell, GA 30106 USA: 877-317-2707 Canada: 647-694-0150 www.operativeiq.com City of Ukiah Quotation 61356 Prepared by: Brent Miller on December 2, 2021 Page 2 of 7 of Agreement termination prior to the end of a Term, the Service License will be prorated to reflect the number of months remaining in the final Term. Quantity of Licenses may be increased or decreased without penalty. Minimum license requirements may apply based on the Service selected. Changes to the Service and equipment may be made at any time by contacting EMS Technology Solutions. Any additional Service may be added at any subsequent date by agreement of both EMS Technology Solutions and Customer. Any changes to the Service and equipment provided will be governed by this Agreement unless a new agreement is requested in writing. Custom RFID Solutions or IT Professional Services Terms are 50% down to commence production, 50% upon delivery. A non- cancellable purchase order will be required. 4.Professional Services: Professional Services shall be as specified on the Quote and payable upon receipt. Professional Services may include setup expenses, traditional remote training, onsite professional services, remote optimization services or custom systems integration and development. Traditional training includes dedicated time for Customer operations administrators with an EMS Technology Solutions Implementation Manager to complete interactive training online via GoToMeeting webinars. Onsite Professional Services include travel expenses within the continental United States. International, Hawaii and Alaska travel expenses are not included and will be invoiced upon completion of travel. Training packages will have a fixed duration. It is the client’s responsibility for scheduling training sessions during this time with an Implementation Manager. Unused training time will not be refunded. 5.Enterprise Professional Hours – Certain Enterprise level contracts may include complimentary professional service hours. Enterprise level accounts may need to integrate Operative IQ with existing business software (e.g., Oracle, NetSuite, HR Programs, etc.) and these hours can be used towards those IT projects. Professional service hours can also be used for additional training if needed; these additional training hours would be outside of the initial training package purchased in the contract. Professional service hours are allotted annually at the contract date and cannot be banked or rolled over each year and are provided up to the specified amount in the contract. Should additional hours be needed for an integration project, the time and cost difference will be generated as a separate quote. Additional training can be purchased at any time. 6.Technical Support: EMS Technology Solutions will provide application support and hosting as well as database management services for the Service on our application servers. EMS Technology Solutions will provide on-going technical and non-technical support for application users as part of the Service License. Maintenance upgrades to the Service that are relevant to all customers will be provided at no additional charge. 7.Data Security: EMS Technology Solutions uses a Disaster Recovery as a Service (DRAAS) solution to replicate data to a secondary datacenter for use in the event of a disaster. Local data backups are performed daily. Alert Logic Threat Manager is and Data Center Security are in place to further protect the computing environment and Customer data. Ownership of the data remains under the jurisdiction of the Customer. 8.Equipment: Customer may purchase equipment including RFID Readers, Barcode Printers, Barcode Readers, Biometric Readers, and Consumables as needed to operate the Service. Prices for equipment shall be specified on the agreement. Equipment invoices shall be payable upon receipt. 9.Warranties: Equipment sold by EMS Technology Solutions carry only those warranties specified for them by their manufacturers. The duration of the warranty shall extend for the length of time set by the manufacturer. As to such equipment there are no other expressed or implied warranties, including any warranty of merchantability or fitness for a particular purpose. If there is a breach or violation of any such warranties EMS Technology Solutions shall hold option, to repair or replace the equipment. EMS Technology Solutions shall not be liable for punitive, special, proximate, incidental, consequential, or exemplary damages including loss of profits. Notwithstanding this warranty, Customer shall be responsible for all regular service and maintenance of equipment. In no event will EMS Technology Solutions be liable for any damages or nonconformity of equipment to the extent caused either directly or indirectly by Customer or its designated representatives, employees, contractors, or agents. 10.Indemnity: EMS Technology Solutions shall defend, indemnify and hold harmless Customer, and its elected officials, directors, officers and employees, from any claims, losses, damages, penalties, judgments and liabilities, including all reasonable related costs and expenses, arising in connection with any action or claim that the Service infringes or misappropriates any patent, copyright, trade secret or other intellectual property right, including any third party intellectual property right. 11.Force Majeure: In the event that either Party is prevented from performing or is unable to perform any of its obligations under this Agreement (other than payment of amounts due hereunder) due to any Act of God, fire, casualty, flood, war, strike, lockout, epidemic, destruction of facilities, riot, insurrection, or any other cause beyond the reasonable control of the Party invoking this Section, such party's performance shall be excused and the time for the performance shall be extended for the period of the delay or inability to perform due to such occurrences. EMS Technology Solutions, LLC 3781 Tramore Pointe Pkwy Austell, GA 30106 USA: 877-317-2707 Canada: 647-694-0150 www.operativeiq.com City of Ukiah Quotation 61356 Prepared by: Brent Miller on December 2, 2021 Page 3 of 7 12.Confidentiality: Neither Party may disclose Confidential Information (as hereinafter defined) of the other Party to a third party without the prior written consent of the other, except as required by law, pursuant to a valid order or directive of a court or other governmental body, agency, department, or entity of the United States, any State, or any political subdivision of either the United States or any State, or in response to a subpoena (or similar instrument) issued in connection with an administrative or judicial proceeding, or as necessary to perform its obligations or to enforce its rights or establish obligations under this Agreement. Notwithstanding the forgoing; EMS Technology Solutions may, subject to Customer’s prior written consent, use certain Customer information as input data in a database where Customer's identity shall be kept anonymous. Neither Party will make any press release or other public announcement regarding this Agreement without the other Party's prior written consent except as required under applicable law or by any governmental agency. Subject to the provisions of this section, Customer shall maintain the confidentiality of all source materials and other sensitive information regarding software functionality. The recipient of Confidential Information shall give prompt notice to the other Party of an order, directive, or subpoena prior to disclosure so that an appropriate protective order or other action regarding such disclosure can be sought. For purposes hereof, “Confidential Information” means all confidential and propriety information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing (and if disclosed orally, promptly confirmed in writing thereafter), that is designated and clearly identified as confidential, and for purposes hereof Confidential Information includes all Customer data. Confidential Information (except for Customer data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. The obligations of the Parties with respect to Confidential Information shall survive the expiration or termination of this Agreement. 13.Miscellaneous: Both Parties shall comply with all laws, rules, and regulations applicable to this Agreement. All purchases under this Agreement are for Customers "own use" as to not be shared with separate entities, such term is defined in judicial or legislative interpretation. This Agreement is the entire agreement between the parties with regard to the subject matter of this Agreement. No amendment of the terms of this Agreement will be binding on either Party unless reduced to writing and signed by an authorized employee of the Party to be bound. 14.Termination: Either Party may terminate this Agreement at any time with or without cause for any reason or for no reason by giving the other Party at least thirty (30) days prior written notice. In addition, EMS Technology Solutions may terminate this Agreement by written notice to the Customer if the license fee due hereunder is not timely paid and such non-payment is not cured within 90- days from the due date. Notwithstanding the foregoing, however, each Party reserves the right to terminate this Agreement if: (a) the other Party ceases to function as a going concern in the normal course of business; or (b) the other Party commits or suffers any act of bankruptcy or insolvency. If this Agreement for service is terminated for any reason, Customer will be provided access to a backup of the Customer’s data. EMS Technology Solutions will retain a copy of Customer’s data for up to one (1) year from date of termination. 15.Relationship of Parties: Each Party is an independent contractor of the other. Neither Party shall be the legal agent of the other for any purpose whatsoever and therefore has no right or authority to make or underwrite any promise, warranty, or representation, to execute any Agreement, or otherwise to assume any obligation or responsibility in the name of or on behalf of the other Party, except to the extent specifically authorized in writing by the other Party. 16.Assignment: This Agreement and the rights and obligations hereunder shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns; provided that no assignment, sale or other assignment of this Agreement can occur unless either (a) the transfer occurs by way of merger, reorganization, consolidation, amalgamation, or as part of a transfer of all or substantially all of the assigning Party's assets, or (b) the non-transferring Party consents to the transfer. In the event of such a transfer, the transferring Party agrees to secure consent from the transferee that it will assume and perform all obligations of the transferring Party under this Agreement. Customer or EMS Technology Solutions shall give the other written notice of any anticipated assignment of the Agreement as soon as administratively practicable after such information may first be made public. 17.Notices: All notices or other communications that are required or permitted hereunder shall be in writing and delivered personally, sent by facsimile (and such facsimile must be promptly confirmed by personal delivery, registered or certified mail or overnight courier as provided herein), sent by nationally-recognized overnight courier or sent by registered or certified United States mail, postage prepaid, return receipt requested, to the addresses first specified hereinabove, or to such other address as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance herewith, to the attention of the Chief Executive Officer. For purposes hereof, notice or other communications shall be deemed to have been given, delivered, or provided (i) if delivered personally, at the time of delivery, (ii) if sent by facsimile, at the time the confirmation of such facsimile (whether by personal delivery, registered or certified mail, or overnight courier) is given or provided, (iii) if sent by nationally- recognized overnight courier, at the time of delivery by the courier, or (iv) if sent by registered or certified mail, postage prepaid, return receipt requested, 72 hours after deposit in the United States mail. EMS Technology Solutions, LLC 3781 Tramore Pointe Pkwy Austell, GA 30106 USA: 877-317-2707 Canada: 647-694-0150 www.operativeiq.com City of Ukiah Quotation 61356 Prepared by: Brent Miller on December 2, 2021 Page 4 of 7 18.Headings: The headings of this Agreement are for convenience only and shall not affect the meaning of the terms of this Agreement. 19.Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The parties agree that the enforcement of any provision of this Agreement shall be brought solely in the courts of Cobb County, Georgia. 20.Severability: If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of either Party under this Agreement will not be materially and adversely affected thereby such provision shall be fully severable and the remaining provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by applicable law, each Party hereby waives any provision of law that would render any provision prohibited or unenforceable in any respect. 21.Waiver: The failure of either Party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or insistence or excuse a similar subsequent failure to perform any such term or condition by the other Party. This Agreement and all of its provisions are solely for the benefit of the Parties hereto and do not and are not intended to create or grant any rights, contractual or otherwise, to any third person or entity. 22.Signed Agreements: Signed Agreements must be received within 45 days of the quotation date. EMS Technology Solutions, LLC 3781 Tramore Pointe Pkwy Austell, GA 30106 USA: 877-317-2707 Canada: 647-694-0150 www.operativeiq.com City of Ukiah Quotation 61356 Prepared by: Brent Miller on December 2, 2021 Page 5 of 7 Quotation Summary Quote ID:61356 Date:December 2, 2021 Expiration: January 16, 2022 Client URL:uvfa.operativeiq.com Amount:$5,820.00 Prepared By: Brent Miller Account Manager (678) 566-6778 brent@operativeiq.com Accounting Information Bill To Ship To City of Ukiah 300 Seminary Ave Ukiah, California 95482 (707) 621-4994 City of Ukiah 1500 S State St Ukiah, California 95482 Accounting Email EMS Technology Solutions, LLC sends electronic invoices for payment therefore a business email is required. If you do not see one listed below, please indicate the best email for your accounting department. Avoid using personal emails. \emil_1_accounting\ ap@cityofukiah.com Payment Terms [X] Annual, Net 45 [ ] Quarterly, Net 30 [ ] Monthly, Net 15 Purchase Order rms\ [ ] Purchase Order Not Required [ ] Purchase Order Required PO Number:_____________________ Existing Customers Select the appropriate option below for existing customers adding services.t_1_terms\ [ ] Invoice separately from my other services [ ] Invoice along with my other services \email_1_accounting\ Acceptance of Quotation IN WITNESS WHEREOF, the person signing below represents and warrants that she or he has the authority to bind City of Ukiah and execute the terms of this agreement. EMS Technology Solutions, LLC 3781 Tramore Pointe Pkwy Austell, GA 30106 USA: 877-317-2707 Canada: 647-694-0150 www.operativeiq.com City of Ukiah Quotation 61356 Prepared by: Brent Miller on December 2, 2021 Page 6 of 7 Signature \s1\ Name \n1\ Title \t1\ Date \d1\ Agreements can be Signed Electronically or Faxed to (404) 424-9401 Attn: Brent Miller SAGE SANGIACOMO CITY MANAGER Dec 22, 2021 EMS Technology Solutions, LLC 3781 Tramore Pointe Pkwy Austell, GA 30106 USA: 877-317-2707 Canada: 647-694-0150 www.operativeiq.com City of Ukiah Quotation 61356 Prepared by: Brent Miller on December 2, 2021 Page 7 of 7 Standard Equipment Options Standard Equipment can be ordered at any time by using the Operative IQ Integrated Supplier option from your Purchasing Module or by sending a Purchase Order to your Account Manager. Below is a list of equipment categories we offer. For details, pricing, or custom RFID Solutions, tracking tags or equipment please contact your Account Manager. Prices are subject to change. All equipment offered is tested for use with the Operative IQ system. BARCODE PRINTERS AND READERS BARCODE LABELS AND SEALS KOAMTAC BARCODE READERS AND CASES RFID EQUIPMENT RFID TAGS AND SEALS BIOMETRIC FINGERPRINT READERS GEOTAB FLEET TELEMATICS VEHICLE CAMERAS *For faster ordering use the Operative IQ Integrated Supplier from your Purchasing module. *