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HomeMy WebLinkAboutMINUTES - 05072013 - FPD C.2RECOMMENDATION(S): APPROVE and AUTHORIZE the Fire Chief, or designee, to execute a non-financial Software License and Testing Agreement with Simple Track, LLC for the use and testing of computer aided dispatch incident command software for the period May 7 to July 2, 2013. FISCAL IMPACT: None presently. No fees are due under the Software License and Testing Agreement. If the District contracts with Simple Track, LLC in the future for the paid use of the software, the District will receive a 30% discount on services and license fees. BACKGROUND: Simple Track, LLC is designing its Tablet Command software program to enhance the safety and effectiveness of field command operations. The District believes that the software program may be beneficial to its incident command management system. The software is designed to provide standardized command and control, standardized checklists, time stamping of all actions on a fire ground, and improved after-action reviews and accountability. The District's computer aided APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 05/07/2013 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, Director Candace Andersen, Director Mary N. Piepho, Director Karen Mitchoff, Director Federal D. Glover, Director Contact: 925-941-3500 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: May 7, 2013 David Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: C. 2 To:Contra Costa County Fire Protection District Board of Directors From:Daryl Louder Date:May 7, 2013 Contra Costa County Subject:Software License and Testing Agreement with Simple Track, LLC for Computer Aided Dispatch Incident Command Software BACKGROUND: (CONT'D) dispatch (CAD) data will be utilized to test the interface for providing critical incident data to mobile command devices. In exchange for the opportunity to have its software program tested by the District, contractor will not charge District for use during the term of the contract that will run from May 7, 2013 to July 2, 2013. Should the District decide to contract with contractor in the future for use of the software on a paid basis, the District will receive a 30% discount on service fees and license fees. Battalion Chiefs and Captains using the software on their mobile devices will be receiving redundant CAD data via radios. The contract provides that the contractor may state that District is assisting in testing Tablet Commands, but may not use the District logo or emblem on its website or materials and may not indicate that District endorses it or it's products. CONSEQUENCE OF NEGATIVE ACTION: The District will not have the opportunity to use the computer aided dispatch incident command software for the testing period and realize future savings if it chooses to contract with contractor. CHILDREN'S IMPACT STATEMENT: None. ATTACHMENTS Simple Track LLC Tablet Command Contract Software License and Testing Agreement This Software License and Testing Agreement (this “Agreement”) is entered into as of May 7, 2013 (the “Effective Date”) by and between Simple Track, LLC (“Simple Track”), located at 8 Fallen Leaf Ct., Lafayette, CA 94549, and Contra Costa County Fire Protection District (“CCCFPD”). Simple Track and CCCFPD are referred to herein individually as a “Party”, and collectively as the “Parties”. Whereas, Simple Track desires to work with CCCFPD to help further develop Simple Track’s Tablet Command software application (“Tablet Command”) designed to track computer aided dispatch (“CAD”) data on mobile devices, by using CCCFPD’s CAD data (“CAD Data”) for testing purposes; and Whereas, an important value of CCCFPD is to operate a strong, sustainable, reliable, shared incident command management system, and it is a goal of CCCFPD that all Battalion Chiefs manage incidents using a standardized command system; and Whereas, CCCFPD believes that a common or shared incident command system will produce a more reliable operational picture and benefit the department as a whole; and Whereas, Simple Track believes that Tablet Command can provide CCCFPD with standardized command and control, standardized checklists, time stamping of all actions on a fire ground, and improved after-action reviews and accountability that will improve safety on the fire ground; and Whereas, Simple Track will not charge CCCFPD for its use of Tablet Command for the Term of this Agreement, and will offer CCCFPD discounted rates as set forth in this Agreement if CCCFPD chooses to contract with Simple Track for the license of Tablet Command when it is in production form; and Whereas, both Parties believe that entering into this Agreement will be mutually beneficial. Now therefore, in consideration of the mutual promises contained herein and other good and valuable consideration, the Parties hereby agree as follows: 1. Software License; Services, Compensation. a. License. Simple Track hereby grants CCCFPD a revocable, non-exclusive, non- transferrable, non-assignable license to install and use Tablet Command in accordance with the terms of this Agreement. CCCFPD shall not: (i) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt Tablet Command; (ii) make any modification, adaptation, improvement, enhancement, translation or derivative work from Table Command; (iii) violate any applicable laws, rules or regulations in connection with its access or use of Tablet Command; or (iv) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Simple Track. 2 b. Simple Track Obligations. During the Term (as defined in Section 2 below) of this Agreement Simple Track will: i. Tablet Command Downloads. Provide CCCFPD with up to twenty (20) promotional codes that will allow free download and installation of Tablet Command on Chief Officers’, Battalion Chiefs’, and/or Training Captains’ iPads. The promotional codes will be issued by Simple Track to CCCFPD at CCCFPD’s request. ii. Tablet Command API. Provide CCCFPD with an application programming interface (API) at no cost to CCCFPD; iii. Tablet Command Activation. Simple Track will work closely with CCCFPD’s information technology staff to activate and integrate Tablet Command with the CAD Data; iv. 30-Day Trial of Tablet Command. Once the CAD Data is activated and operational with Tablet Command, CCCFPD will be permitted to use Tablet Command with CAD interface at no cost for a period of 30 days. This trial will begin once Tablet Command determines that Tablet Command is operational with CAD Data; v. Compensation. If CCCFPD chooses to contract with Simple Track for Tablet Command at any time after the expiration of the Term of this Agreement, Simple Track will waive all set up fees, and will provide CCCFPD a 30% discount in annual licensing and service fees. Neither Party will receive any monetary compensation under this Agreement. c. CCCFPD Obligations. During the Term of this Agreement CCCFPD will direct CAD Data to an API to be built by Simple Track (the same data as currently being sent to Pulsepoint), and provide minimal support from CCCFPD IT support manager. This data will be directed to: https://api.tabletcommand.com/api/v1/incidents. 2. Term. The term of this Agreement will begin on the Effective Date and will continue until the earlier of: (i) ninety (90) days after the Effective Date (the “Full Term”), or (ii) upon ten (10) days written notice by either Party for any reason (the “Term”). In the event this Agreement is terminated prior to the expiration of the Full Term, CCCFPD will still be entitled to the discounts and benefits described in this Agreement. 3. Confidentiality and Data Security. a. Definition. As used in this Agreement, the term “Confidential Information” means any non-public information that relates to Simple Track or CCCFPD, as applicable, including without limitation, technical data, know-how, trade secrets, 3 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 the receiving Party at the time of disclosure as evidenced by written records, (ii) has become publicly known and made generally available through no wrongful act of the receiving Party, or (iii) has been rightfully received by the receiving Party from a third party who is authorized to make such disclosure. b. Nondisclosure. Subject to the requirements of the California Public Records Act (California Government Code Sections 6250 et seq., the “Act”). 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 Confidential Information, provided that any release or disclosure of Confidential Information pursuant to the Act shall not in any way constitute a breach of this Agreement, nor shall CCCFPD be liable to Simple Track for such release or disclosure. c. Data Security. Simple Track agrees to the following provisions regarding handling of CAD Data: i. Simple Track will only use the CAD Data to develop an API with Tablet Command; ii. Simple Track will not share any CAD Data with any third party in any way; iii. Any CAD Data in Simple Track’s possession at the end of the Term will be destroyed and deleted; iv. CAD Data will be stored on a server dedicated to testing Tablet Command located at Simple Track’s facilities (the “Tablet Command Server”) for developing the API; v. All CAD Data will be encrypted while in transit via SSL 256 bit AES encryption or its equivalent; vi. CAD Data will be stored on the secure Tablet Command Server in a SSAE 16 certified data center; and vii. CCCFPD may stop providing CAD Data to the Tablet Command Server at anytime for any reason without any liability to Simple Track. 4. 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 Simple Track (collectively, “Inventions”), solely or in collaboration with others, that relate in any manner to the business of Simple Track are the sole property of Simple Track, except the extent of any CCCFPD Confidential Information. 4 5. INDEMNITY; WARRANTIES; LIMITATION OF LIABILITY. a. Indemnity. Except for claims arising out of or related to CCCFPD’s use of Tablet Command, Simple Track shall defend, indemnify and save harmless CCCFPD, its officers, agents and employees from Simple Track’s share of any and all claims, costs, and liability for any damage, injury or death of or to any person or the property of any person, including attorneys’ fees, arising out of the willful misconduct, negligent acts, errors, or omissions of Simple Track, its officers or employees in the performance of this Agreement. Simple Track’s obligations under this section exist regardless of concurrent negligence or willful misconduct on the part of CCCFPD or any other person; provided, however, that Simple Track is not required to indemnify CCCFPD for the proportion of liability a court determines is attributable to the negligence or willful misconduct of CCCFPD, its governing body, officers or employees. This indemnification clause shall survive the termination or expiration of this Agreement. b. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SIMPLE TRACK DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED REGARDING TABLET COMMAND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER. c. Intellectual Property Infringement. Simple Track represents and warrants that it has title to Tablet Command and has the authority to grant the license to CCCFPD granted in this Agreement. If CCCFPD’s use of any portion of Tablet Command or documentation related thereto is enjoined by a court of competent jurisdiction, Sinple Track shall do one of the following at its option and expense within thirty (30) days of such enjoinment: i. Procure for CCCFPD the right to use such infringing portion; ii. Replace such infringing portion with a non-infringing portion providing equivalent functionality; or iii. Modify the infringing portion so as to eliminate the infringement while providing equivalent functionality. 6. Miscellaneous. a. Governing 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 5 the federal or state located in Contra Costa County and the Parties waive any objection to personal jurisdiction or venue in any forum located in that county. b. Assignment. Neither Party may assign its rights under this Agreement without the prior written consent of the other Party. The rights and liabilities of the Parties hereto shall bind and inure to the benefit of their respective successors, executors, administrators, and permitted assigns. c. Entire Agreement; Amendments. 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. Counterparts. 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. e. Compliance with Law. Simple Track is subject to and must comply with all applicable federal, state, and local laws and regulations with respect to its performance under this Agreement, including but not limited to, licensing, employment, and purchasing practices; and wages, hours, and conditions of employment, including nondiscrimination. f. Independent Contractor Status. The parties intend that Simple Track, in performing the services specified herein, is acting as an independent contractor and that Simple Track will control the work and the manner in which it is performed. This Agreement is not to be construed to create the relationship between the parties of agent, servant, employee, partnership, joint venture, or association. g. Conflicts of Interest. Simple Track covenants that it presently has no interest and that it will not acquire any interest, direct or indirect, that represents a financial conflict of interest under state law or that would otherwise conflict in any manner or degree with the performance of its services hereunder. Simple Track further covenants that in the performance of this Agreement, no person having any such interests will be employed by Simple Track. If requested to do so by CCCFPD, Simple Track will complete a “Statement of Economic Interest” form and file it with CCCFPD and will require any other person doing work under this Simple Track to complete a “Statement of Economic Interest” form and file it with CCCFPD. Simple Track covenants that it, its employees and officials do not now occupy a position that would create a conflict of interest under Government Code section 1090. In addition to any indemnity provided by Simple Track in this Agreement, Simple Track will indemnify, defend, and hold CCCFPD harmless from any and all claims, investigations, liabilities, or damages resulting from or related to any and all alleged conflicts of interest. 6 h. Insurance. During the entire term of this Agreement and any extension or modification, Simple Track shall keep in effect insurance policies meeting the following insurance requirements: i. Commercial General Liability Insurance. Simple Track will provide commercial general liability insurance, including coverage for business losses and for owned and non-owned automobiles, with a minimum combined single limit coverage of $500,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use thereof, arising from each occurrence. Such insurance must be endorsed to include CCCFPD and its officers and employees as additional insureds as to all services performed by Simple Track under this Agreement. Said policies must constitute primary insurance as to CCCFPD, the state and federal governments, and their officers, agents, and employees, so that other insurance policies held by them or their self- insurance programs will not be required to contribute to any loss covered under Simple Track’s insurance policy or policies. Simple Track must provide CCCFPD with a copy of the endorsement making the CCCFPD an additional insured on all commercial general liability. ii. Workers’ Compensation. Simple Track must provide workers’ compensation insurance coverage for its employees. iii. Certificate of Insurance. Simple Track must provide CCCFPD with (a) certificate(s) of insurance evidencing liability and worker’s compensation insurance as required herein no later than the effective date of this Agreement. If Simple Track should renew the insurance policies or acquire either a new insurance policy or amend the coverage afforded through an endorsement to the policy at any time during the term of this Agreement, then Simple Track must provide a current certificate of insurance. Simple Track will provide CCCFPD at least thirty (30) days written notice prior to any cancellation or material change of the above- specified coverage. i. Endorsements. In its capacity as a contractor with CCCFPD, Simple Track may state that CCCFPD is assisting in testing Tablet Command, but may not use the CCCFPD logo or emblem on its website or materials, and may not indicate that CCCFPD endorses it or its products. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. The authorized representatives of the Parties have signed this Agreement as of the Effective Date. 7 Simple Track – CCCFPD Software License and Testing Agreement CONTRA COSTA COUNTY FIRE PROTECTION DISTRICT SIMPLE TRACK, LLC By: Name: Title: By: Name: William G. Pigeon Title: By: Name: Title: Address for Notice: 2010 Geary Road Pleasant Hill, CA Address for Notice: 8 Fallen Leaf Ct. Lafayette, CA 94549 Approved as to Form: Sharon L. Anderson, County Counsel By: Name: Eric Gelston Title: Deputy County Counsel Two officers of Simple Track must sign the Agreement. The first signature must be that of the chairperson of the board, president, or any vice-president; the second signature must be that of the secretary, any assistant secretary, chief financial officer, or assistant treasurer. (Civil Code Section 1190 and Corporations Code Section 17154.) The signatures must be notarized.