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PROFESSIONAL SERVICES AGREEMENT
(Not Construction Related)
Starwest Technologies, LLC
an Arizona Limited Liability Company
This Professional Services Agreement ("Agreement") is entered into and effective between CITY OF GLENDALE,
an Arizona municipal corporation ("City") and Starwest Technologies, LLC, a Atizona Limited Liability Company,
authorized to do business in the State of Arizona, ("Consultant") as of the day of. 2021
(“Effective Date”).
RECITALS
A. City intends to continue to utilize the SaaS software product for the benefit of the public and with public
funds (the “Product”);
B. City desires to retain the professional services of Consultant to perform certain specific duties and to
continue to support and maintain the Product as set forth in the attached Exhibit A,B,C,D,E (“Project”);
Cc. Consultant desires to provide City with professional services (“Services”) consistent with best consulting or
architectural practices and the standards set forth in this Agreement, in order to complete the Project;and
D. City and Consultant desire to memorialize their agteement with this document.
AGREEMENT
The parties heteby agrce as follows:
1, Key Personnel; Other Consultants and Subcontractors.
1.1 Professional Services. Consultant will provide all Setvices necessary to assure the Product is utilized
efficiently.consistent within Project requirements, including, but not limited to, working in close
interaction and interfacing with City and its designated employees, and working closely with others,
including other consultants or contractors, retained by City and designated as such by City to
Consultant.
1.2 Project Team.
a. Consultant’s Project Manager.
(1) Consultant will designate an employee as Consultant’s Project Manager with
sufficient training, knowledge, and experience to, continue to support and maintain;
the Product and handle all aspects of the Project such that the work ptoduced by
Consultant is consistent with applicable standards as detailed in this Agreement and
Exhibits; and
b. Project Team.
(1) The Consultant’s Project Manager and all other employees assigned to the Project
by Consultant will comprise the "Project Team."
2) Project Manager will have responsibility for and will supervise all other employees
assigned to the Project by Consultant.
QB) Consultant will change any of the members of the Project’Team at the City’s request
if an employee’s performance does not equal or exceed the level of competence that
the City may reasonably expect of a person performing those duties, or if the acts
or omissions of that person are detrimental to the development of the Project.
c Subcontractors. Consultant shall not engage any subcontractor for the work ot services to
be performed under this Agreement unless such subcontractors ate authorized by the City.
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Consultant’s Work.
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2.2
2.3
2.4
Standard. Consultant must perform Services in accordance with the standards of due diligence, care,
and quality prevailing among consultants having substantial experience with the successful furnishing
of Services as identified in this Agreement and Exhibits.
Licensing. Consultant warrants that:
a. Consultant currently holds all appropriate and required licenses, tegistrations and other
approvals necessary for the lawful furnishing of Services provided by Product as outlined in
Exhibits A,B,C and D ("Approvals"); and
b. Neither Consultant nor any Subconsultant has been debarred or otherwise legally excluded
from contracting with any federal, state, or local governmental entity ("Debarment').
(1) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, or to examine Consultant's contracting ability,
(2) Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.
Compliance. Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, and other standards and criteria designated by City.
Consultant must not discriminate against any employee or applicant for employment on the basis of
race, color, religion, sex, national origin, age, marital status, sexual orientation, gender identity or
expression, genetic characteristics, familial status, U.S. military veteran status or any disability.
Consultant will require any Sub-contractor to be bound to the same requirements as stated within
this section. Consultant, and on behalf of any subcontractors, warrants compliance with this section.
a. For project items that the City believes requires the coordination of vatious professional
services, Consultant will work in close consultation with City to proactively interact with any
other professionals retained by City on such Project items ("Coordinating Project
Professionals").
b. For projects not involving Coordinating Project Professionals, Consultant will proactively
interact with any other contactors when directed by City to obtain or disseminate timely
information for the proper execution of the Project.
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4.
Compensation for the Project,
3.1 Compensation. Consultant's compensation for the Project, including those furnished hy its
Subconsultants ot Subcontractors will not exceed $425,000.00 as specifically detailed in Exhibit E
("Compensation"),
3.2 h i coject. ‘The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in Exhibits A,B,C of the Project is significantly modified.
a. Adjustments to Compensation require a written amendment to this Agteement and may
require City Council approval.
b. Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by the Consultant without ptior written authorization from the City.
c. Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in the
Exhibits and accompanying attachments, the provisions of this Agreement shall take priority
and govern the conduct of the parties unless outlined in this Agreement.
3.3 Allowances. An “Allowance” may be identified in Exhibit E only for work that is required by the
Scope and the value of which cannot reasonably be quantified at the time of this Agreement.
a. As stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts
identified in Exhibit E and any unused allowance at the completion of the Project will
remain with City.
b. Consultant may not add any mark-up for work identified as an Allowance and which is to
be performed by a Subconsultant.
c - Consultant will not use any portion of an Allowance without prior written authorization
from the City.
d. Examples of Allowance items include, but ate not limited to, subsurface pothole
investigations, survey, geotechnical investigations, public Participation, radio path studies
and material testing.
3.4 Expenses. City will reimburse Consultant for certain out-of-pocket expenses necessarily incurred by
Consultant in connection with this Agreement, without mark-up (the “Reimbursable Expenses”),
including, but not limited to, document reproduction, materials for book Preparation, postage,
courier and overnight delivery costs incurred with Federal Express or similar cattiers, travel and car
mileage, subject to the following:
a. Mileage, airfare, lodging and other travel expenses will be reimbursable only to the extent
these would, if incurred, be reimbursed to City of Glendale personnel under its policies and
procedures for business travel expense reimbursement made available to Consultant for
teview prior to the Agreement’s execution, and which policies and procedures will be
furnished to Consultant;
b. The Reimbursable Expenses in this section are approved in advance by City in writing; and
c. The total of all Reimbursable Expenses paid to Consultant in connection with this
Agreement will not exceed the “not to exceed” amount identified for Reimbursable Services
in the Compensation.
Billings and Payment,
4.1 Applications.
a. Consultant will submit annual invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated below.
b. The period covered by each Payment Application will be one calendar month ending on the
last day of the month.
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4.2 Payment.
a. After a full and complete Payment Application is received, City will process and remit
payiment within 30 days.
b. Payment may be subject to or conditioned upon City's receipt of:
Q) Completed work generated by Consultant and its Subconsultants pursuant to the attached
Exhibits; and
(2) Unconditional waivers and releases on final payment from all Subconsultants as City
may reasonably request to assure the Project will be free of claims arising from
required performances under this Agreement.
4.3 Review and Withholding. City's Project Manager will timely review and certify Payment Applications.
a. Tf the Payment Application is rejected, the Project Manager will issue a written listing of the
items not approved fot payment.
b. City may withhold an amount sufficient to pay expenses that City reasonably expects to incur
in cortecting the deficiency or deficiencies rejected for payment.
Termination.
5.1 For Convenience. City may terminate this Agreement for convenience, without cause, by delivering
a written termination notice stating the effective termination date, which may not be less than 15 days
following the date of delivery.
a. Consultant will be equitably compensated for Services furnished prior to teceipt of the
termination notice and for reasonable costs incurred.
b. Consultant will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of the
required items to the City.
5.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cure any breach of this
Agreement within seven days after receipt of written notice specifying the breach.
a. Consultant will not be entitled to further payment until after City has determined its damages.
If City's damages resulting from the breach, as determined by City, ate less than the equitable
amount due but not paid Consultant for Services furnished, City will pay the amount due to
Consultant, less City's damages, in accordance with the provisions of Sec. 5.
b. If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay
the difference to City immediately upon demand; however, Consultant will not be subject to
consequential damages more than $1,000,000 or the amount of this Agreement, whichever
1s greater.
Conflict. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for cancellation
of this Agreement in the event any person who is significantly involved in initiating, negotiating, securing,
drafting, ot creating the Agreement on City's behalf is also an employee, agent, or consultant of any other
patty to this Agreement.
Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain insurance
against claims for injuries to persons or damages to property which may arise from or in connection with the
performance of all tasks or work necessary to complete the Project as herein defined. Such insurance shall
cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors.
7A Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:
a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01, including
products and completed operations, with limits of no less than $1,000,000 per occurrence
for bodily injury, personal injury, and property damage. If a general aggregate limit applies,
cither the general aggregate limit shall apply separately to this project/location or the general
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7.2
7.3
aggregate limit shall be twice the required occurrence limit.
Automobile Liability: Insurance Setvices Office Form Number CA 0001 covering Code 1
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.
Professional Liability. Consultant must maintain a Professional Liability insurance covering
errors and omissions arising out of the work or services performed by Consultant, or anyone
employed by Consultant, or anyone for whose acts, mistakes, errors and omissions
Consultant is legally liability, with a liability insurance limit of $1,000,000 for each claim and
a $1,000,000 annual ageregate limit.
Worker's Compensation: Insurance as required by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease.
To the fullest extent petmitted by law, Consultant must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an "Indemnified
Party," collectively, the "Indemnified Parties") for, from, and against any and all claims,
demands, actions, damages, judgments, settlements, personal injury (including sickness,
disease, death, and bodily harm), property damage (including loss of use), infringement,
governmental action and all other losses and expenses, including attorneys’ fees and litigation
expenses (each, a "Demand or Expense" collectively "Demands or Expenscs'') asserted bya
third-party (Le. a person or entity other than City or Consultant) and that atises out of or
results from the breach of this Agreement by the Consultant or the Consultant’s negligent
actions, errors or omissions (inchiding any Subconsultant or Subcontractor or other person
or firm employed by Consultant), whether sustained before or after completion of the
Project.
This indemnity and hold hatmless provision applies even if a Demand or Expense is in part
due to the Indemnified Party's negligence or breach of a responsibility under this Agreement,
but in that event, Consultant will be liable only to the extent the Demand or Expense results
from the negligence or breach of a responsibility of Consultant or of any person or entity
for whom Consultant is responsible.
Consultant is not requited to indemnify any Indemnified Parties for, from, ot against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.
Other Insurance Provisions. The insurance policies required by the Section above must contain,
or be endorsed to contain the following insurance provisions:
a.
The City, its officers, officials, employees and volunteers are to be covered as
additional insureds of the CGL and automobile policies for any liability arising from or in
connection with the performance of all tasks or work necessary to complete the Project as
herein defined. Such liability may arise, but is not limited to, liability for materials, parts or
equipment furnished in connection with any tasks, or work performed by Consultant ot on
its behalf and for liability arising from automobiles owned, leased, hired or borrowed on
behalf of the Consultant. General liability coverage can be provided in the form of an
endorsement to the Consultant’s existing insurance policies, provided such endorsement is
at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37, if later
tevisions ate used.
For any claims related to this Project, the Consultant’s insurance coverage shall be
primary insurance with respect to the City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by the City, its officers, officials, employees or
volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it.
Each insurance policy requited by this Section shall provide that coverage shall not be
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10.
canceled, except after providing notice to the City.
7A Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating
of no less than A: VIL, unless the Consultant has obtained prior approval from the City stating that
a non-conforming insurer is acceptable to the City.
75 Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation which any
insurer may acquire from Consultant by virtue of the payment of any loss. Consultant agrees to
obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’
Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City for all work
performed by the Consultant, its employees, agent(s) and subcontractor(s). ’
7.6 Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Consultant shall
furnish the City with original certificates and amendatory endorsements, or copies of any applicable
insurance language making the coverage requited by this Agreement effective. All certificates and
endorsements must be received and approved by the City before work commences. Failure to obtain,
submit or secure the City’s approval of the required insurance policies, certificates or endorsements
prior to the City’s agreement that work may commence shall not waive the Consultant’s obligations
to obtain and verify insurance coverage as otherwise provided in this Section. The City reserves the
fight to require complete, certified copies of all required insurance policies, including any
endorsements or amendments, required by this Agreement at any time during the Term stated herein.
Consultant’s failure to obtain, submit or secute the City’s approval of the required insurance policies,
certificates or endorsements shall not be considered a Force Majeure or defense for any failure by
the Consultant to comply with the terms and conditions of the Agreement, including any schedule
for support and maintenance of the Product.
77 Subcontractors. Consultant shall require and shall verify that all subcontractors maintain insurance
meeting all requirements of this Agreement.
78 Special Risk or Circumstances. The City reserves the right to modify these insurance requirements,
including any limits of coverage, based on the nature of the risk, ptior experience, insurer, coverage
or other circumstances unique to the Consultant, the Product or the insurer.
E-verify, Records and Audits. To the extent applicable under A.R-S. § 41-4401, the Consultant warrant
their compliance and that of its subconsultants with all federal immigration laws and regulations that relate to
their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Consultant or
subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement and may result
in the termination of the Agreement by the City under the terms of this Agreement. The City retains the legal
tight to randomly inspect the papers and records of the other patty to ensure that the other party is complying
with the above-mentioned warranty. The Consultant and subconsultant warrant to keep their respective
papers and records open for random inspection during normal business hours by the other party. The parties
shall cooperate with the City’s random inspections, including granting the inspecting party entry rights onto
their respective properties to perform the random inspections and waiving their respective rights to keep such
papers and records confidential.
No Boycott of Israel. To the extent ARS. § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a
boycott of goods or services from Israel, as that term is defined in A.RS. § 35-393.
Attestation of PCI Compliance. When applicable, the Consultant will provide the City annually with a
Payment Card Industry Data Security Standard (PCI IDSS) attestation of compliance certificate signed by an
officer of Consultant with oversight responsibility.
Notices.
11.1 A notice, request or other communication that is required or permitted under this Agreement (each
a "Notice") will be effective only if:
a. The Notice is in writing; and
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Delivered in person ot by ovetnight courier service (delivery chatges prepaid), certified or
tegistered mail (return receipt requested).
Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, if:
(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
setvice; or
(2) As of the next business day after receipt, if received after 5:00 p.m.
d. The burden of proof of the place and time of delivery is upon the Party giving the Notice.
€. Digitalized signatures and copies of signatures will have the same effect as original signatures.
11.2 Representatives.
a. Consultant. Consultant's representative (the "Consultant's Representative") authorized to act
on Consultant's behalf with respect to the Project, and his or her address for Notice delivery
is:
Starwest Technologies, LLC
c/o Gary Ramsey
8585 E. Bell Road, Ste. 100
Scottsdale, AZ 85260
b. City. City's representative ("'City's Representative") authorized to act on City's behalf, and his
or her address for Notice delivery is:
City of Glendale
c/o Eric Keppler
11550 W. Glendale Ave.
Glendale, Arizona 85301
City Manager City Attorney
City of Glendale City of Glendale
5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Atizona 85301
c Concuttent Notices.
(1) All notices to City’s representative must be given concurrently to City Manager and
City Attorney.
(2) A notice will not be deemed to have been received by City's representative until the
time that it has also been received by the City Manager and the City Attorney.
(3) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
respective addresses for notices.
d. Changes. Consultant or City may change its representative or information on Notice, by
giving Notice of the change in accordance with this section at least ten days prior to the
change.
Financing Assigament. City may assign this Agreement to any City-affiliated entity, including a non- profit
corporation or other entity whose primary purpose is to own ot manage the Project.
Entire Agreement; Survival; Counterparts; Signatures,
13.1 Integration. This Agreement contains, except as stated below, the entire agreement between City and
Consultant and supersedes all prior conversations and negotiations between the parties regarding the
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14.
13.2
13.3
13.4
13.5
13.6
13.7
Term.
14.1
14.2
Project or this Agreement.
a. Neither Patty has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.
b. Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.
Interpretation.
a. The parties fairly negotiated the Agreement's provisions to the extent they believed necessaty
and with the legal representation they deemed appropriate.
b. The parties are of equal bargaining position and this Agreement must be construed equally
between the patties without considetation of which of the patties may have drafted this
Agreement.
c The Agreement will be interpreted in accordance with the laws of the State of Atizona.
Survival. Except as specifically provided otherwise in this Agreement, each ‘warranty, representation,
indemnification and hold harmless provision, insurance requitement, and every other right, remedy
and responsibility of a Party, will survive completion of the Project, or the earlier termination of this
Agreement.
Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.
Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of any
one or more right or remedy will not affect any other rights or remedics under this Agreement ot
applicable law.
Severability. If any provision of this Agreement is voided or found unenforceable, that determination
will not affect the validity of the other provisions, and the voided or unenforceable provision will be
reformed to conform with applicable law.
Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.
Renewals. The term of this Agteement commences upon the effective date and continues for a two
(2) year initial period. The City may, at its option and with the approval of the Consultant, extend the
term of this Agreement an additional three (3) years, renewable on an annual basis. Consultant will
be notified in writing by the City of its intent to extend the Agreement period at least thirty (30)
calendar days prior to the expiration of the original or any renewal Agreement period. Price
adjustments will only be reviewed during the Agreement renewal petiod and will be a determining
factor for any renewal. There are no automatic renewals of this Agreement.
Extension for Procurement Process. Upon the expiration of the Term of this Agreement, including
the initial term and any renewals, at the City’s sole discretion, this Agreement may be extended on a
month-to-month basis for a maximum of six (6) months to allow for the City to complete its
ptocurement process to select a vendor to provide the services/materials similar to those provided
under this Agreement. The City will notify the Contractor in writing of its intent to extend the
Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension
provided under this subsection will continue under the same terms and conditions as in effect
immediately prior to the expiration of the then-current term.
Dispute Resolution. Any controversy ot claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.
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16.
17.
Coopetative Use of Contract. This agreement may be extended for use by other governmental agencies
and political subdivisions of the State. Any such usage by other entities must be in accord with the
ordinances, charter, rules and regulations of the respective entity and the approval of the Contractor and
City. For a list of SAVE members, click on the following link:
http://www. mesaaz.gov/business/purchasing/ save
Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.
Exhibit A Scope of Work
Exhibit B Service Level Agreement
Exhibit C End User Agreement
Exhibit D Business Associate Agreement
Exhibit E Compensation
(Signatures appear on the following page.)
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The parties enter into this Agreement effective as of the date shown above.
ATTEST:
Julie K. Bower (Seal)
City Clerk
APPROVED AS TO FORM:
Michael D. Bailey
City Attorney
10
City of Glendale, an Arizona
municipal corporation
By: Kevin R. Phelps
Its: City Manager
Starwest Technologies, LLC,
Its: V.P. & Chief of Business Affairs
10/6/2020
—
EXHIBIT A
Professional Services Agreement
SCOPE OF WORK
Scope of Work:
Starwest Technologies, LLC will continue to support and maintain the ZoYIM Responder Digital ExchangeTM (RDX), referred to
as, “Zoi.” Zoi is driven by proprietary software, cloud technology and Apple’s iPad that seamlessly integrates dispatch, clinical and
patient data for agile efficient emergency care in the field; and creates a mote accurate and complete electronic patient care record
(ePCR) that can integrate with other systems and networks including hospital data systems for improved hospital treatment
continuity of care.
Key criteria for electronic charting capabilities:
* Software functions/integrates with the fire department’s current heart monitors without additional costs or equipment.
* Software integrates with the fire department’s computer aided dispatch (CAD) system through the Phoenix Fire Department
Regional Dispatch Center.
* Software is IOS-based
* Software provides for real-time video important to the expansion of Community Paramedicine/Telemedicine Programs.
* Software Company gives the fire department administrative rights to create Glendale Fire Department specific charting fields
Data collection protocols.
* Due to our participation, and in order to be recognized as a Premier Level EMS Agency through the Arizona Department of
Health Services, the fire department is required to have an electronic patient cate reporting system that uploads data directly to
the state.
The fire department version of Zoi allows for the capture of treatments, vitals, images, transfer of and exchanges of data in a mutual
aid or automatic aid environment and other specific data points in ALS/BLS operation’s present need. Zoi is also designed for
future fire-based community paramedicine. Zoi is easily and totally configurable to meet the customer’s needs. The customer can
quickly add additional data fields, disable ones they do not need, and add pick lists, protocols and any other information in order to
enhance and expedite collection data. The customer can make changes in configurations, through the Zoi’s Admin Portal or Starwest
Technologies, LLC will help configure the system during the initial setup phase.
The pre-hospital patient care record system consists of the Zoi Device Application which is the software that is used on an iPad in
the field for the collection of data; and the Zoi Admin Portal which is the web based application used by Administrators and
Managers to configure and manage the Zoi Device Application, provide clinical and operational oversight, configure and run reports
easily and perform quality improvement (QI) functions. In addition to providing the customer the device software and the admin
portal, Starwest Technologies, LLC can provide a host of other services as part of our Software solution. The Services include
HIPAA compliant and redundant data transfer and storage; 24/7/365 Customer Support; free upgrades and enhancements as they
are developed for the term of your contract; telemedicine conferencing is as a built-in service within Zoi; and included in the price
of the service including CAD and any other third party integrations required.
Zoi Description
Zoi is a powerful Responder Digital Exchange (RDX), powered by proprietary software, cloud technology and Apple’s iPad that
integrates dispatch, clinical and patient data for efficient emergency care in the field; and creates a more accurate and complete
electronic patient care record (ePCR) that integrates with hospital data systems for improved hospital treatment and billing.
m
Zoi App: The field personnel enter incident data into Zoi on an iPad, and the data is automatically relayed to the Zoi Cloud through
a wireless internet connection. If the wireless connection is lost, the data is automatically stoted on the local device, and then
automatically uploads to the Zoi Cloud when the Internet connection is re-established.
Zoi Cloud: Administrators access the Zoi Cloud via the web. Here administrators can configure data fields, parameters and
validation requirements; upload users, data for pick lists and protocols; review and manage data entered by the field personnel; and
generate reports. Reviewed incidents and configuration changes that are made on the administration website are automatically
pushed to the device the next time the field personnel log in.
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EXHBIT A
Professional Services Agreement
SCOPE OF WORK (Continued)
Zoi Admin Portal
Administrators access the Zoi Admin Portal via the web. Here administrators can configure data fields, parameters and validation
requirements; upload users and other data lists, data for pick lists, and protocols; review and manage data entered by the field
personnel; and generate reports. Reviewed incidents and configuration changes that are made on the administration website are
automatically pushed to the device the next time the field personnel log in.
Features:
* Secured Administrative site accessed via the web through a computer or iPad, providing real time review of field operations
° Integrates with CAD, patient record and billing systems
¢ Administrators can set and adjust configurations, parameters and validation requirements to the field in real-time
* Built in connectivity for telemedicine, instant messaging and real time record review aid in clinical oversight
° Agile reporting configuration, operation and deliverable
* Custom reporting (NEMSIS Gold Certified and NFIRS reporting capability), can be modified to meet additional State ot local
reporting requirements.
° Automated QI can be configured to meet QI needs
¢ Fire department agency controls all data
Zoi RDX; Zoi is offered as a service rather than just a software license to allow the customer to focus on the care of patients
rather than managing technology. Zoi allows the customer to manage the technology with no additional internal costs. In
addition, as Starwest Technologies, LLC continues to make software enhancements, the customer will automatically receive new
versions of the software pushed down at no additional cost for the term of the contract,
* Architectute allows for seamless integrations and real time oversight
* State of the art data protection through real-time cloud sync ensures data records is never lost
* iOS platform eliminates Windows issues and back office IT’ tequitements and costs; no additional hardware or software is
requited.
* End-to-end protection of patient health information, images and video exceeds HIPAA compliance standards and CMS System
Security and e-Authentication Assurance Levels with 256-bit device encryption, and 2048-bit transit level enctyption
° 24/7/365 Customer Support
* Version of Zoi developed specifically for EMS continuity of care and continuous reliable operations
* A low-cost model of entry and free upgrades for the term of the contract
Data Integration: Zoi integrates with CAD, billing system and other data systems. The preferred transport is KML over web
services; however, most transport methods can be utilized.
Technical Approach and Methodology Assumptions
1. In an effort to ensure the quality and integrity of the setup process relevant information is needed from customers,
Examples of relevant information to be requested consists of, but is not limited to:
° Employee Names
* Employee Certification Information
* Unit Designations
* Radio Designations
° Facility Information
* Names/Types
° Addresses
* Telephone/Fax
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EXHIBIT A
Professional Services Agreement
SCOPE OF WORK (Continued)
Starwest ‘T'echnologies, LLC assumes customers will be able to provide sufficient resources and have the ability to
make operational decisions regarding all aspects and phases of the implementation of the software system.
Starwest Technologies, LLC assumes customers will provide a contact who is knowledgeable about technical
infrastructure, and is able to answer technical questions, or be involved in the implementation of the System as it might
relate to network, facility codes, IP addresses, etc. It is important to note: Starwest Technologies, LLC emphasizes
that customer data, as it pertains to our software, will be protected during all transmissions to and from our system.
Starwest Technologies, LLC assumes customers will provide contacts and information related to any CAD and/or
monitor integrations that is required. Zoi can integrate with other systems, but Starwest Technologies, LLC is
dependent on the customer to facilitate the necessary approvals for this flow of information.
Starwest Technologies, LLC is not responsible for the security of the customer’s network as it relates to the operation
of the proposed software solution on the customer’s network, or how customer chooses to maintain security of the
devices in the field (“locking them down”).
Statwest Technologies, LLC assumes customers will provide a “Team” ot individual to “Champion” the Product.
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10/6/2020
Exhibit B
Professional Services Agreement
SERVICE LEVEL AGREEMENT
The Zoi Service Level Agreement (“SLA”) is a part of each Order Form by which the Customer ordered the Services and is
governed by the Master Subscription Agreement (“MSA”). Capitalized tetms used but not defined in this SLA have the meanings
given to them in the MSA.
1. DEFINITIONS
“Downtime” means the percentage of minutes during the month in which the Services were unavailable.
“Emergency Issue” means a problem reported by You wherein the Services are unavailable to You.
“Med Priority Issue” means a problem reported by You wherein you are able to use the Services, but the full functionality
is limited as a result of the reported problem.
“High Priority Issue” means any problem reported by You wherein You ate able to use the Services, but Your overall
use of the services is materially impacted.
“Incident” shall mean an event wherein the Services were unavailable and reported to the Zoi Support Desk as a High
Priotity Issue.
“Issue” shall mean an Emergency, High Priority or Low Priority Issue as further defined herein.
“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in
which the Zoi Services were unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly
ot indirectly from any SLA Exclusion (defined below).
“Response Time” shall mean the interval of time from when You report an Issue and We respond to You.
“Uptime” means the percentage of minutes duting the month the Services were available.
“Unavailable” and “Unavailability” is when You ate unable to access the Services.
2. Service Level Commitment. We will make Setvices available 24 houts a day, 7 days a week, except as set forth in Section
9 (SLA Exclusions).
3. Reporting. You must report your Issue via the Zoi Support Desk and include whether the Issue is an Emergency, High
Priority or Low Priority Issue.
4. Response Times. We will respond to your reported Issue within the time frames outlined below:
Emergency Issue: i Hour
High Priority Issue: 4 Hours
Med Priority Issue: 24 Hours
5. SLA Exclusions. The Service Commitment does not apply to any unavailability, suspension of termination of Services
performance issues: (a) caused by factors outside of Our reasonable control, including any force majeure event ot Internet
access or related problems beyond the demarcation point of the Services; (b) that result from any actions or inactions of
You or any third party; (c) that result from Your equipment, software or other technology and/or third party equipment,
software or other technology; or (d) atising from Our termination of Your tight to use the Services in accordance with the
MSA (collectively, the “SLA Exclusion”).
14
10/6/2020
EXHIBIT C
Professional Services Agreement
END USER LICENSE AGREEMENT (EULA)
The Zoi End User License Agreement (“EULA”) is a part of each Order Form by which the Customer ordered the Services and
is governed by the Master Subscription Agreement (“MSA”). Capitalized terms used but not defined in this EULA have the
meanings given them in the MSA.
This is a legally binding agreement and is entered into between the Customer and Us. By installing or using the Zoi Device
Software and/or any updates to such software provided by Us (the “Software”), you:
* Agree to the following terms on behalf of the Customer with which you ate employed, affiliated or associated,
* Represent that you have the authority to bind the Customer to these terms, and
° Represent that you are an authorized User under the MSA.
If you do not have such authority, ate not an authorized User, or do not agree to these tetms, you may not install ot use the
Software.
Apple Inc. may at any time and without notice, restrict, interrupt or prevent use of the Software, or delete the Software from your
or the Customer’s Apple devices, or requite Us to do any of the foregoing, without entitling the Customer or you to any refund,
credit or other compensation from Us or any third party (including, but not limited to, Apple Inc. or your network connectivity
provider).
This EULA is effective between the Customer and Us as of the date you first download, install or use the Software, whichever is
earliest.
1. The Software. The Software allows Zoi customets to use the Services from Supported Devices. A “Supported Device”
is a combination of an Apple device model and relevant iOS software version(s) that is supported by the Software. The
Software is provided by Us as a component of the Services.
2. The Software License. The Software, including software embedded in the Software, is licensed, not sold, to the Customer
by Us only under the terms of the MSA, the Order Form and this EULA, and We reserve all rights not expressly granted
to the Customer. This Software may include some third-party software. The Customer or you own the media or device
on which the Software is recorded or stored by We retain ownership of the Software itself.
3. Permitted License Uses and Restrictions,
(a) This EULA allows you, as an authorized User under the MSA, to use the Software on any Supported Device and on
no other devices.
(b) With respect to updates to the Software that We may make available for download, this EULA allows you to
download such Software updates to update or testore the Software on any Supported Device.
(©) Except as and only to the extent permitted by applicable law, neither you nor any other Customer personnel may
copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create
derivative works of the Software or Software updates, or any part thereof. Any attempt to do so is a violation of
Our rights. If you or any other Customer personnel violate this restriction, you or they, and the Customer, may be
subject to prosecution and damages.
(d) Neither you nor the Customer may rent, lease, lend, redistribute ot sublicense the Software. The Customer may,
however, allow other authorized Users under the MSA to use the Software in connection with a re-assignment of the
Supported Device to another authorized User under the MSA.
(© The Software is available only for Supported Devices and is not available for all devices. Please check with Us to
determine whether a specific device-iOS software combination is supported by the Software.
15
10/6/2020
EXHIBIT C
Professional Services Agreement
END USER LICENSE AGREEMENT (EULA) (Continued)
4. Term and Termination, We may terminate this EULA at any time upon 30 days’ notice to Customer without cause, or
immediately upon notice to the Customer if any third party (including but not limited to, Apple Inc., or your network
connectivity provider) restricts. Prevents or ceases to authorize the installation or use of the Softwate on your Supported
Device or over your network. In addition, this EULA will terminate immediately and automatically upon any termination
or expiration of the Customer's subscription to the Zoi Services. Upon any such termination or expiration, the Customer
(including you) shall no longer be permitted to use the Software and shall delete or destroy all copies of the Softwate in its
(including your) possession.
‘Termination of this EULA shall not entitle the customer to any refund, credit, or other compensation ftom US under the
MSA or any other agreement or from any third party.
5. Service Level Agreement. Any service level agreement in effect between the Customer and Us will also apply to the
Software.
6. ‘Terms Required by Apple Inc.
(a) This EULA is between the Customer and Us, and not with Apple. We are solely responsible for the Software.
(b) We are solely responsible for providing and Apple has no obligation to provide maintenance and support for the
Software. Support requests, as well as questions, complaints or claims regarding the Software, may be directed to Zoi
Support Desk.
(© In the event of any failure of the Software to comply with the warranty in the MSA, Apple will have no wattatily
obligation whatsoever with respect to the Software, and will not be liable for any other claims, losses, liabilities,
damages, costs ot expenses attributable to any failure to conform to any warranty.
(@) Apple shall not be responsible for addressing any claims by you, the Customer or any third party relating to the Software
or the Customer’s possession and/or use of the Software, including but not limited to (i) product liability claims, (ii)
any claim that the Software fails to conform to any applicable legal or regulatory requirement, or (iii) claims arising
under consumer protection or similar legislation.
(©) Apple shall not be responsible for the investigation, defense, settlement or dischatge of any claim that the Software, or
you or the Customet’s possession and use of the Software, infringes a third patty’s intellectual property rights.
(f) The Customer represents and warrants that (i) the Software will not be downloaded or used in, or transported to, a
country that is subject to a U.S. Government embargo, or has been designated by the U.S. Government as a “tetrorist-
supporting” country, and (ii) neither the Customer nor any User is listed on any U.S. Government list of prohibited or
restricted parties.
16
10/6/2020
EXHIBIT D
Professional Serviccs Agreement
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (this “Agreement”) is made and entered into by and between City of Glendale (hereafter
collectively referred to as “Covered Entity”) and Starwest Technologies, LLC DBA Starwest Tech (“Business Associate”) and
is made effective on , 2021 (“Effective Date”).
RECITALS
WHEREAS, reference is made to that certain agreement or artangement between Covered Entity and Business Associate
(the “Underlying Agreement”), to which Business Associate performs certain activities or functions on behalf of Covered Entity
which may involve Business Associate to create, receive, maintain or transmit Protected Health Information (“PHI”), as hereinafter
defined.
WHEREAS, Covered Entity and Business Associate intend to protect the privacy and security of PHI that may be created,
received, maintained or transmitted by Business Associate pursuant to the Underlying Agreement with applicable provisions of the
Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 and regulations promulgated thereunder by the
United States Department of Health and Human Services (“HHS”), including those added pursuant to the American Recovery and
Reinvestment Act of 2009, Title XIII — Health Information Technology for Economic and Clinical Health (“HITECH”), and other
applicable laws (collectively referred to herein as “HIPPA”).
WHEREAS, the putpose of this Agreement is to satisfy certain standards and requirements of the Privacy Rule, 45 C.F.R.
Parts 160 and 164, subparts A and E, and the Security Rule, 45 C.F.R. Parts 160 and 164, subparts A and C, as the same may be
amended from time to time.
NOW THEREFORE, in consideration of the foregoing, and of the mutual covenants and promises contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which ate hereby acknowledged, the parties hereby
agree as follows:
AGREEMENT
Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those tetms in HIPPA.
(a) “Breach” has the meaning set forth at 45 C..R. § 164.402.
(b) “Data Aggregation” means, with respect to PHI created or received by Business Associate in its capacity as a business
associate of Covered Entity, the combining of such PHI by Business Associate with the PHI received by Business
Associate in its capacity as a business associate of another covered entity to permit data analyses that relate to the health
care operations of the respective covered entities.
(©) “Designated Record Set: has the same meaning as the term “designated record set” in 45 CER. § 164.501.
(d) “Electronic Protected Health Information” or “ePHI” has the same meaning as the term “electronic protected health
information” in 45 C.F.R. § 160.103, limited to information cteated or received by Business Associate from or on
behalf of Covered Entity.
e) “Individual” has the same meaning as the term “individual” in 45 C.F.R. § 160.103 and shall include a person who
s Pp
qualifies as a personal representative in accordance with 45 CFR. § 164.502(g).
() “Limited Data Set” has the same meaning as the term “limited data set” in 45 CF.R. § 164.514(e)(2).
17
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EXHIBIT D
Professional Services Agreement
BUSINESS ASSOCIATE AGREEMENT (Continued)
(g) “Protected Health Information” or “PHI” has the same meaning as the term “protected health information” in 45
CIR. § 160,103, limited to the information created or received by Business Associate from or on behalf of Covered
Entity. PHI shall include ePHI.
(h) “Required by Law” has the same meaning as the term “required by law” in 45 C.FR. § 164.103.
@) “Secretary” means the Sectetary of the U.S. Department of Health and Human Services ot his/her designee.
@) “Security Incident” means the attempted or successful unauthorized access, disclosure, modification, or destruction of
information ot interference with system operations in an information system.
(k) “Unsecured PHI” means PHI that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals
through the use of a technology or methodology specified by the Secretary in the guidance by HHS under Pub. L. 111-
5, § 13402(h)(2).
and in ci
(a) Uses and Disclosures. Business Associate shall not use or disclose Covered Entity’s PHI otherwise than as specifically
permitted or required by this Agreement.
@ Exceptas otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform
functions, activities, or services for, or on behalf of, Covered Entity only as specified in the Underlying
Agreement or as otherwise directed in writing by Covered Eutity, provided that such use or disclosure
would not violate HIPAA if done by Covered Entity and meets the tequirements of this Agreement.
(i) Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper
management and administration of Business Associate or to catry out the legal responsibilities of
Business Associate.
(iit) Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper
management and administration of Business Associate of to catry out legal responsibilities of Business
Associate, provided that: (A) disclosures are Required by Law; or (B) Business Associate obtains
written assurances from the person to whom the information is disclosed that it will remain
confidential and will be used or further disclosed only as Required by Law of for the purpose for
which it was disclosed to the person, and the petson notifies Business Associate of any instances of
which it is aware in which the confidentiality of the PHI has been potentially breached.
(iv) To the extent permitted in the Underlying Agreement or otherwise approved in writing by Covered
Entity, Business Associate may use PHI to provide Data Aggtepation services to Covered Entity
relating to the health care operations of Covered Entity.
(v) Business Associate is not permitted to use PHI to create de-identified information except as approved
in writing by Coveted Entity.
(2) Other Business Associates. As part of its providing functions, activities, and/or services to Covered Entity as identified in
Section 2(a) (Uses and Disclosures), Business Associate may disclose information, including PHI, to other business
associates of Covered Entity when directed to do by Covered Entity and may use and disclose information, including
PHI, received from other business associates of Covered Entity as if this information was received from, or originated
with, Covered Entity.
() Safeguards for Protection of PHI. Business Associate agrees to use appropriate and reasonable safeguards to prevent use
ot disclosure of the PHI other than as provided for by this Agreement and will comply with the Security Rule with
fespect to ePHI. Business Associate shall use its best efforts to implement and maintain technologies and
methodologies that render PHI unusable, unreadable, ot indecipherable to unauthorized individuals as specified by the
Secretary in the guidance issue by HHS undet Pub. L. 111-5, § 13402(h)(2).
EXHIBIT D
Professional Services Agrecment
BUSINESS ASSOCIATE AGREEMENT (Continued)
(4) Reporting of Unauthorized Uses or Disclosures, Business Associate agrees to report to Covered Entity any use of disclose
not provided for by this Agreement, including any Breach of Unsecured PHI or any Security Incident, in writing and
without unreasonable delay, but not late than three (3) days after Business Associate’s discovety of the use or disclosure,
Breach of Unsecured PHI, or Secutity Incident. The patties agree that this Section satisfies any notices necessary by
Business Associate to Covered Entity of the ongoi g existence and occurrence of attempted Unsuccessful Security
Incidents (as defined below) for which no additional notice to Covered Entity shall be tequired. For putposes of this
Agreement, “Unsuccessful Security Incidents” include activity such as pings and other broadcast attacks on Business
Associate’s firewall, port scans, unsuccessful log-on attempts, and any combination of the above, so long as no such
incident results in unauthorized access, acquisition, use or disclosure.
(2) Breaches of Unsecured PHI.
@ In the event of a Breach of Unsecured PHI, Business Associate shall provide Covered Entity a written report,
without unreasonable delay, but not later than three (3) days after Business Associate’s discovery of the Breach.
The report shall include at least the following information:
(J) The identification of each Individual whose PHI has been, or is reasonably believed by
Business Associate to have been, accessed, acquired, used, or disclosed during the Breach;
(3) A brief description of what happened, including the date of the Breach and the date of the
discovery of the Rreach, if known;
(3) A desctiption of the types of PHI that were involved in the Breach (ie., full name, social
secutity number, date of birth, home address, account number, diagnosis, disability code,
or other types of information that were involved);
(4) Any steps that Covered Entity or the Individual should take to protect Covered Entity or
the Individual from potential harm resulting from the Breach;
(5) A brief description of what Business Associate is doing to investigate the Breach, to
mitigate harm to the Individual, and to protect against further Breaches;
(® The results of any and all investigations performed by Business Associate related to the
Breach;
(7) Any other details necessary to complete an assessment related to the potential compromise
of PHI; and
(8) Contact procedures for Covered Entity to ask Business Associate questions of learn
additional information from Business Associate, which shall include a telephone number,
an e-mail address, and postal address.
(ii) Business Associate shall assist Covered Entity, as requested, to provided notification to affected Individuals
whose Unsecured PHI has been Breached, as well as the Secretary and the media, as requited by HIPAA or
other applicable law. Business Associate agrees to pay actual costs for notification and any associated
mitigation incurred by Covered Entity, including but not limited to, costs associated with providing notice,
Printing, mailing, credit monitoring, identity theft protection, call center setvices, etc., if Covered Entity
determines in its sole discretion that such measures are warranted. Business Associate shall also reimburse
Covered Entity for all reasonable costs, expenses, damages and other losses resulting from any unauthorized
use or disclosure, Security Incident, or Breach involving PHI maintained by Business Associate or its
subcontractors. These obligations are in addition to, and in no way limit, the obligations under Section 2(1)
(Indemnification). ‘I'he obligations of this Section shall survive the expiration or eatlier termination of this
Agreement.
7]
7]
@)
()
Q
EXHIBIT D
Professional Services Agreement
BUSINESS ASSOCIATE AGREEMENT (Continued)
(iit) Business Associate agrees to establish procedures to investigate a Breach, mitigate losses, and protect against
future Breaches, and to provide a description of these procedures and the specific findings of the investigation
to Covered Entity in the time and manner reasonable requested by Covered Entity.
Mitigation of Unauthorized Uses or Disclosures. Business Associate agrees to mitigate, to the extent practicable, any harmful
effect that is known to Business Associate of a use of disclosure of PHI by Business Associate or one of its agents or
subcontractors in violation of the requirements of this Agreement, HIPAA, ot other applicable law.
Subcontractors, Business Associate agrees to ensure that any subcontractor to whom it provides PHI created by ot
received from or on behalf of Covered Entity agrees in writing to the same restrictions and conditions that apply
throughout this Agreement to Business Associate with respect to such PHI. Business Associate agrees to ensure that
any subcontractor to whom it provides PHI agrees to implement reasonable and appropriate safeguards to protect
such PHI.
Access to PHI. Business Associate shall, to the extent Covered Entity determines that any PHI maintained by Business
Associate or its agents or subcontractors constitutes a Designated Record Set, make PHI specified by Covered Entity
available to Covered Entity, or as directed by Covered Entity, to the Individual(s) identified by Covered Entity as being
entitle to access and copy that PHI, in the time and manner reasonable designated by Covered Entity and in accordance
with 45 C.F.R. § 164.524. If Business Associate receives a tequest for access to PHI directly from an Individual,
Business Associate shall notify Covered Entity upon receipt of such request.
Amendment of PHI. Business Associate shall, to the extent Covered Entity determines that any PHI maintained by
Business Associate or its agents or subcontractors constitutes a Designated Record Set, make any amendment(s) to
PHI that the Covered Entity directs or agrees to pursuant to 45 C.E.R. § 164.526 in the time and manner reasonably
designated by Covered Entity. If Business Associate receives a request for amendment to PHI directly from an
Individual, Business Associate shall notify Covered Entity upon receipt of such request.
Accounting of Disclasures. Business Associate agrees to maintain and document such disclosures of PHI and information
related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an
accounting of disclosures of PHI in accordance with HIPPA, including but not limited to 45 CER. § 164.528. Business
Associate agrees to provide to Covered Entity, in writing and within ten (10) days of a request, information collected
in accordance of this Section to permit Covered Entity to respond to a request by an Individual for an accounting of
disclosures of PHI. If Business Associate teceives a request for an accounting of PHI directly from an Individual,
Business Associate shall notify Covered Entity upon teceipt of such request.
Minium Necessary Requirement, Business Associate shall comply with HIPAA’s minimum necessary requirements with
respect to the use, disclosure, or request of PHI by limiting such PHI, to the extent reasonably practicable, to a Limited
Data Set, or if needed, the minimum necessary to accomplish the intended purpose of such use, disclosure or request.
Indemnification, Business Associate agrees to defend, indemnify, and hold harmless Covered Entity, its Board of
Directors, officers, agents, employees, personnel, affiliates, and permitted assignees from and against any and all claims,
damages, expenses, demands, suits, losses, causes of action, or liability that Covered Entity may sustain as a result of
Business Associate’s breach of its obligations under the Agreement ot applicable law. ‘This indemnification shall
include reasonable expenses, including but not limited to, attorney’s fees and costs incurred by defending such claims
and damages. Business Associate will cooperate with Covered Entity in the settlement and/or defense of such claim,
at Business Associate’s costs and expense.
(m) Restrict Disclosure of PHI. Upon tequest by Covered Entity on behalf of an Individual Business Associate agrees to abide
(4)
by any restrictions on the use or disclosure of PHI agreed to by Covered Entity.
Sales or Marketing. Business Associate shall not use or disclose PHI for fundraising or marketing purposes. Business
Associate shall not directly or indirectly receive remuneration in exchange for PHI, except as expressly permitted by
HIPPA.