HomeMy WebLinkAboutTablet Command 2022-04-22 COU PO No. 47866
Tablet Command
Service Agreement
This Agreement ("Agreement') is entered into as of April 25, 2022
("Effective Date") by and between Tablet Command, Inc., (the "Company"), and City of Ukiah
(or"Customer"). Company and Cusomer shalt be individually referred to as a "Party" and
collectively referred to as the "Parties".
Whereas, an important value of Customer is to operate a strong, sustainable, reliable, shared
incident command management system, and it is a goal of Customer that all Battalion Chiefs
manage incidents using a standardized command system; and
Whereas, Customer believes that a common or shared incident command system will produce
a more reliable and standardized operational picture and benefit the department as a whole;
and
Whereas, Customer recognizes that the following will improve safety on the fireground:
• Timely and accurate incident notification
• Comprehensive and accurate mapping and routing
• Access to agency map data through Esri ARC GIS Online
• Shared incident view by all users
• Transfer of command
• Standardized command and control
• Agency specified incident templates and checklists
• Time stamped record of all actions on the emergency scene
• Improved after-action analysis with time-stamped documentation
• improved accountability; and
Whereas, both Parties recognize that a relationship described herein may be mutually
beneficial,
Now therefore, in consideration of the mutual promises contained herein, the Parties agree as
follows:
9. Services. During the Term: (a) Customer shall direct incident data to an application
programming interface (API)to be provided by Tablet Command. This data will be directed to:
https://api.tabletcommand.com and (b)Tablet Command shall provide (i) System activation,
including CAD integration, initial user training and orientation, and ongoing customer support.
2. Fees. Tablet Command shall provide the Services in consideration for the fees set forth in
the quote(s) provided to and approved by the customer. Tablet Command will issue periodic
invoices and customer agrees to pay such amounts within thirty (30) days of receipt.
3. Term. The term of this Agreement will begin on the Effective Date and will continue for an
initial term of the earlier of (i) one year or (H) upon ten (10) days written notice by either Party for
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any reason. Unless otherwise cancelled, this Agreement shall renew automatically upon each
anniversary of the Effective Date.
4. Confidentiality and Data Security.
A. Definition. "Confidential Information" means any non-public information that relates
to Tablet Command or Customer, as applicable, including without limitation, the terms and
conditions of this Agreement, technical data, know-how, trade secrets, product plans, markets,
services offerings, customer lists and customers, software, research and developments,
inventions, processes, formulas, designs, drawings, hardware configurations or finances.
Confidential information does not include information that (i) is known to either Party at the time
of disclosure as evidenced by written records, (h) has become publicly known and made
generally available through no wrongful act of the receiving Party or (iii) has been rightfully
received by a Party from a third party who is authorized to make such disclosure.
B. Nonuse and Nondisclosure. Neither Party will during or subsequent to the term of this
Agreement, (i) use the Confidential Information for any purpose other than the performance of
this Agreement or(ii) disclose Confidential Information to any third party. Confidential
Information will remain the sole property of the disclosing Party. Each Party agrees to take all
reasonable precautions to prevent any unauthorized disclosure of such Confidential Information.
C. Tablet Command commits to the following standards of data security. (i) Data will
only be utilized by Tablet Command, Inc (dba Tablet Command) (ii) Data will not be shared with
any third party with the exception of Automatic Vehicle Location (AVL) data as outlined below in
D.; (iii) Any data will be encrypted while in transit via SSL 256 bit AES encryption or equivalent;
(iv) Data will be stored on a secure server in a SSAE 16 certified data center. (v) Customer can
stop sending data at any time for any reason without any liability to Tablet Command.
D. Tablet Command is hereby authorized to share Automatic Vehicle Location (AVL) data
with other Tablet Command, Inc. customers. Customer acknowledges and agrees that Tablet
Command, Inc. will have no liability to Customer related to AVL data shared with other Tablet
Command, Inc. customers. Tablet Command acknowledges and agrees that Customer retains
the ability to opt out of participation in this data sharing agreement at any time by providing
written notice to Tablet Command at the address for notice listed below, or via an email
message sent to admin _.tabletcommand.com .
5. Ownership. The Parties agrees that all copyrights, moral rights, notes, records, drawings,
designs, inventions, improvements, developments, discoveries, computer programs (e.g. source
code, object code, listings), work-in-progress, deliverables, drawings, designs, logos, images,
trademarks, and trade secrets conceived, discovered, developed or reduced to practice by
Tablet Command (collectively, "Inventions"), solely or in collaboration with others, that relate in
any manner to the business of Tablet Command are the sole property of Tablet Command,
except the extent of any Customer Confidential Information.
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6. Liability. EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES AND INDEMNITIES,
EXPRESS OR IMPLIED, IN THE PROVISION OF SERVICES HEREUNDER, INCLUDING THE
IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR
A PARTICULAR USE. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER.
7. Miscellaneous.
A. Goveming Law; Venue. This Agreement shall be governed by the laws of the State of
California without regard to California's conflicts of law rules. The Parties agree that the
exclusive venue for any dispute arising hereunder shall be the federal or state located in the
City and County of San Francisco and the parties waive any objection to personal jurisdiction or
venue in any forum located in that county.
B. Assignability. The rights and liabilities of the parties hereto shall bind and inure to the
benefit of their respective successors, executors and administrators.
C. Entire Agreement. This Agreement constitutes the entire agreement between the
Parties and supersedes all prior and contemporaneous written and oral agreements between
the Parties regarding the subject matter of this Agreement. Any waiver, modification, or
amendment of any provision of this Agreement shall be effective only if in writing and signed by
the Parties hereto.
D. Publicity. Each party may issue press releases or otherwise publicly reference the
other in advertising and marketing (such as Internet, TV, radio and print) including the use of
quotations from key staff, pictures, and videos.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above. The authorized representatives of the parties have signed this Agreement as of
the Effective Date. This Agreement may be executed simultaneously in two or more
counterparts, or by facsimile, each one of which shall be deemed an original, and all of which
shall constitute one and the same instrument.
-Signature page to follow-
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Customer Tablet Command, Inc.
By: By:
Name: Sage Sangiacomo Name: Van Riviere
Title: City Manager Title: President, CEO
Address for Notice: Address for Notice:
City of Ukiah 8 Fallen Leaf Court
300 Seminary Ave. Lafayette, CA 94549
Ukiah, CA 95482
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