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R2018-209 2018-10-22 RESOLUTION NO. R2018-209 A Resolution of the City Council of the City of Pearland, Texas, authorizing a Bill of Sale and Assignment for the City's sale and transfer of its Fire Station Alerting System assets to Cypress Creek Emergency Medical Services ("CCEMS"),and authorizing an Amended Subscriber Agreement with CCEMS. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain Bill of Sale and Assignment, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That certain Amended Subscriber Agreement, a copy of which is attached hereto as Exhibit"B" and made a part hereof for all purposes, is hereby authorized and approved. Section 3. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest a Bill of Sale and Assignment and an Amended Subscriber Agreement. PASSED, APPROVED and ADOPTED this the 22"d day of October, A.D., 2018. TOM REID MAYOR ATTEST: 1\,1111/„ e uvo,, NG 'TAG /...MC :a..�j Y S"A ETARY APPROVED AS TTOOFFJORM: DARRIN M. COKER CITY ATTORNEY BILL OF SALE AND ASSIGNMENT THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OFBRAZORIA § The City of Pearland, ("Grantor"), for and in consideration of the sum of Thirty Three Thousand Two Hundred Seventy Dollars ($33,270.00) cash and other good and valuable consideration paid to Grantor by Cypress Creek Emergency Medical Services ("Grantee"), the receipt and sufficiency of which is hereby acknowledged, has granted, sold, and conveyed, and by these presents does grant, sell, and convey unto Grantee, its successors and assigns, the following: I. Personal Property. All of Grantor's right,title, and interest in all personal property used, equipment or hardware used and/or owned by Grantor in connection with Grantor's Automated Fire Station Alerting System ("F'SAS'), comprised of the hardware and software ("Components") more particularly described on Exhibit "A" attached hereto and incorporated herein, and all of such items and personal property being collectively referred to herein as the"Personal Property". 2. Licenses. All of Grantor's right, title, and interest in all license agreements associated with the FSAS (the"Licenses")associated with the Components. 3. Warranties. To the extent and relating solely to the ownership, development use, or projected use, maintenance, or operation of the FSAS, all of Grantor's right, title, and interest in all warranties, guaranties, indemnities, and claims (the "Warranties") more associated with the Components. TO HAVE AND TO HOLD THE Personal Property, Licenses, and Warranties, together with all and singular rights and appurtenances thereto in belonging, to Grantee, its successors and assigns, forever. Grantor warrants that there are no liens, encumbrances, or security agreements affecting the FSAS and/or Grantor's interest in the FSAS. IN WITNESS WHEREOF,Grantor has executed this Bill of Sale and Assignment as of the Soy" day of Os le&it. ,2018. Oranto C1T P ND THE STATE OF TEXAS ' COUNTIES OF BRAZORIA AND HARRIS ' BEFORE ME, the undersigned Notary Public, on this day personally appeared C14.1 r�tass..• known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same lbr the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 50�e DAY OF ____ A.D.,2018. one-\MICHAEL MARK MUSCARELLO� �©,, Notary ID #12534022-8 /�jy/�� a ` My Commission Expires N(lFARY PUBLIC IIV AND FOR THE August 02,2022 STATE OF TEXAS My Commission Expires: Aywf t,test- Printed Name: MaL..I mad *1,aow.do Grantee: CYPRESS •EEK • " Y MEDIA SE'.�� THE STATE OF TEXAS ' COUNTIES OF BRAZORIA AND HARRIS ' (((��� BEFOR M the undersigned Notary Public, on tins day personally appeared 1 staasps, (y.�„ known to me to be the person whose name is subscribed to the foregoing s ment ad acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND QNI)H ge9 OF OFFICE THIS30 DAY OF A.D.,2018. � Wien/iMr,State elan Mtn 10 11703$474 I tirtia. SW Cof••anWlan 1 1 - - -.- - - - - ) ARY PUBLIC IN AND 4oRTu 1 '�SfATE OF TEXAS Roy Commission Expires: 8)N)tat Printed Name:j tttfI n ca_ L. V.. W-Cey EXHIBIT " PURVIS SYSTEMS I N C O R P O R A T E D 17 September 2018 City of Pentland,TX Pearland Fire Department 2703 Veterans Drive Pearland,TX 77584 Subject: Authorization to Transfer the PURVIS Fire Station Alerting System (FSAS) Located at Cypress Creek Communication Center References: (I)Pentland PO 2107.00000369 (2)End-User License Agreement(EULA)for PURVIS FSAS,dated 10/18/16 PURVIS Systems Incorpoi$ed pnsviously implemented the PURVIS Fire Station Alerting System for the Pear land Fire Deportment. This implementation included PURVIS FSAS Dispatch hardware and software located at the Cypress Creek Communication Center,which the City of Penland procured via the above- reltrenced PO. PURVIS acknowledges that the Pearlond Fire Department wishes to transfer the PURVIS FSAS Dispatch —hardware as well as the software licenses to the Cypress Creek Communication Center,which is the current location of the hardware and software.The following list identifies the affected hardware and software: PURVIS RSAS Hardware; �t ' Central Server i DM Console I j Radio Interface Unit—Two(2)Channel RIU Cable Kit-1U PURVIS',SAS sal'tWahx; PURVIS FSAS Central Server Software(perpetual license) I 'I PURVIS FSAS Central Server TI'S Voice Module Software Uct,sc(pwpetusl thyme) I PURVIS FSAS Central Server Database Software(perpetual license) 1 PURVIS FSAS Application Programming Interface(API)(perpetual license I PURVIS FSAS Dispatch Management Software(perpetual license) I .' Paragraph 2 of the referenced EIJLA indicates that no Heave or light is granted to license,sell,disolose, or otherwise transfer the software to others. Notwithstanding this restriction, PURVIS authorizes the . Portend Fire Department to transfer the aboveunetioned PURVIS FSAS software licenses to the Cypress Creek Communication Center. The transfer of licenses is expected to lake effect on or about I November 2018, or upon execution of on Fad-User License Agreement between PURVIS and the Cypress Creek Communication Center,whichever is later. 88 SILVAXANtt,MIDDLETOWN,RHODE ISIANI)028411,401849-4750/FAX 402 apporm Pap 2 oft Upon bowfin-of the hardware and the software licenses,all associated meiulenancc lets shall become the responsibility of the Cypress Creek Communication Center. Any questions may be addressed to the undersigned at 401-845-8401 or mcraft@purvis.com. Sincerely, PURVIS Systems Incorporated laIt.t., t- (.14 a/ Michelle R.Cr411 Contmols Pewter cc: 2703.02 file PURVIS SYSTEMS inaonronerro ■ CITY OF PEARLAND AMENDMENT TO SUBSCRIBER AGREEMENT This Amendment (hereinafter "Amendment") is made between the City of Pearland, Texas (hereinafter "City"), and Cypress Crock Emergency Medical Services (hereinafter"CCEMS") to amend that Subscriber Agreement (the"Agreement")between the City and CCRMS effective July 13th,2016. 1. Amended Terms. The City and the CCEMS hereby agree that Section 3 of the Agreement,attached hereto as Exhibit"A", is amended to add the following terms: City and CCEMS, in recognition of City's sale of its Automated Fire Station Alerting System ("FSAS") equipment to CCEMS and in recognition that City incurred configuration costs of approximately $150,000 ("Configuration Costs") associated with the FSAS, desire to amortize the Configuration Costs throughout the remaining terms of this Agreement. City and CCEMS agree to amortize, on a prorated basis, the Configuration Costs over a four (4) year period beginning June 1, 2017 and ending May 30, 2022 ("Amortization Period"). In the event, CCEMS terminates the Agreement during the Amortization Period, CCEMS shall pay the prorated amount of the Configuration Costs to City within ten (10) days following City's receipt of CCEMS's written notification of its intent to temtinatc the Agreement. For proposes of calculating the amortized Configuration Cost, City and CCEMS agree that the prorated cost shall equal $3,125.00 for each month of the Amortization Period. The actual, final cost from the date of this Amendment forward is $96,875. The sum of$53,125 is deemed to have been previously paid. 2. Agreement to Remain in Force. Other than the provisions of the Agreement expressly amended herein, the Agreement, including other provisions of Section 3 not amended, shalt remain in full force and its enforceability shall be unaffected by this Amendment. EXECUTED and EFFECTIVE as of the 30 day of Df,R7 2018. CITY OF P ' AND,TEXAS By: ."�� Cny Pea :o City M: ger CYPRESS CREEK ERGECY MEDIC SERYia By: 00 Title: �X.O6-e-c5 1M//t/e& EXHIBIT o �r cyrnxss CneSR SUBSCRIBER AGREEMENT This Agreement between Cypress Creek Emergency Medical Services("CCEMS")and City of Reedited Fire Department(also referred to herein an the"Subscribing Member") for the provision of Emergency • Communication Services is sighed And entered into on Ibis the 13th day of July, 2016. In consideralion of the mutual promises contained in the Agreement. the parties agree as follows: I, SERVICES PROM RED CCI3MS will provide Emergency Communication Services through its Emergency Cornntunications Center("Comm Center"). The Comm Center Will receive emergency and nos-emergency commwticalions directed to the Subscribing Member and will dispatch the Subscribing Member's personnel and equipment, by appropriate means, within the Subscribing Member's geographic area in response to such communications(the "Services"). '17Mese Services will be provided twenty-four(24) hours a day,seven days a week, filly-two weeks n year, for the duration of this Agreement, without interruption or any reason, including natural disaster; with the following exceptions;(I) A compromise in the structural integrity of the building materially impairing the ability to deliver the service,(2)a fatal infrastructure failure from whatever curse, (3)a material decrease in CCRMS' funding by an outside agency or (4) force nnjeure. CCRMS will develop redundancy or systems to insure non-interruption or the Services in the event one system is disabled. The Services will be of the same �! quality and performed by the same personnel as arc CCEMS' own Emergency Communication Services. All personnel will be trained to meet or exceed CCEMS' standards or competency and professionalism. CCEMS will abide by all applicable laws, rules and regulations to the best of their nb)iity. CCEMS will continue to enhance Services provided with updated technology and updated protocols to reflect best practices in the industry. 2. COMPENSATION/FUNDING • The initial Icrm of the Agreement is three(3)years. In addition to the charges per c ll described below, the base fee fur CORMS' dispatch services is$2,000 as a First Station Base Pee, paid annually, and $500 fhr each additional station,also paid annually. II; in the sole and exclusive judgment ofCCEMS' Executive Director or his/her designee, the Subscribing Member, performs competently,consistently, effectively and timely, as an Automatic Aid First Responder to CCEMS'medical calls, then the base fee will be reduced by 25%. If, in the sole and exclusive judgment of CCEMS' Executive Director or his/her designee, the Subscribing Member firrthar perlbnns competently, consistently, effectively and timely as a Mutual Aid Agency to CCEMS medical calls, then the base fee will reduce by an additional 25%. Evaluation ofdte Subscribing Member's performance as an Automatic Aid First Responder or Mutual Aid Agency will be made 30 days idler the first year in widch the Subscribing Member performs Under this Agreement. Any reduction in Base Pee will be either remitted by CCEMS within thirty(30) days of determining satisfactory performance or will he waived for the next year of this Agreement,as determined solely and exclusively by CCEMS' Executive Director or his/her designee. In no event shall any waiver or rcCtuul of the Base Fee exceed 100°h(Sancti amount paid by a Subscribing Member, regardless of whether that Memberiimctions both as an Automatic Aid First Responder or a Mutual Aid Agency. Each renewal or this Agreement is subject to the base fee as adjusted by agreement of the parties. In addition, the Subscribing Member will pay a Dispatch Service Fee of Twenty One Dollars ($21.00)for each FIRE/RESCUE call dispatched by CCEMS for the Subscribing Member,$4.00 for each AUTOMA'T'IC PIRI:/MEDICAL ALARM dispatch and $5.00 for each EMS assist outside of CCEMS' Service Territory.The Base Fee is due upon the execution of this Agreement. Ongoing charges for Dispatch Service Fees will be billed on February I° and due on February 2W of the year immediately following the year of service. Extensions may be requested from CCEMS and approved by the Executive Director. All calls are chargeable to the Subscribing Member, except(I) medical emergencies within the response territory of CCEMS,and(2)calls for service to motor vehicle accidents involving medical aid only,as EMS assist services. Whether a dispatch fhlis within either of these two categories will be determined by CCEMS in its note and exclusive discretion. if the Subscribing Member also runs its own ambulance service Mot Member's FMS coifs will be charged at $21.00 per call, • CCEMS may create additional compensation/funding rules dependent on lbe specialized needs of non- standard fire/EMS agencies. • A Technology Pee will be annually asscared to all Comm Center users in the amount of$3,000 peryenr invoiced and payable initially upon the execution of this contract and thereafter during February of ends calendar year. The purpose of'the technology 1'ee is to first Rind the fiber optic line to TranStar and then to assist in finding norther technological improvements thin benefits all users. This fee may he removed under recommendation of the L1AE but CC:UMS has the sole authority to continue the fee as deemed necessary, if at any time the technology fee is deemed unnecessary, or if an agency is financially incapable of contributing to the technology I'ce, a motion may be set forth and voted on by the (JAB. 3. RENEWAL, This Agreement will renew automatically tier successive one(I)year periods unless either party provides written notice of termination to the other at lent three(3) months prior to the next successive anniversary date. CCEMS agrees to provide written notice of any proposed fee increase at least six(6) months prior to the anniversary date on which such increases would go into effect. Any agency may voluntarily remove themselves from the services of CCEMS Comm Center at any time with a minimum of a 30 day notice; however such termination shall be effective only when all sums due and own CCEMS by the Subscribing Member have been paid in Ml. Any early termination by a Subscribing Member constitutes a waiver of CCEMS'discretionary right to refund any or all Base Fees. An Administrative Termination Fee of$1000.00 will also be charged and will be due and owing upon early termination. fl 4. USER ADVISORY BOARD !!' The City of pearland Tire Department may appoint one member to ilia User Advisory Board. An annual update will be given by UAB members and as necessary idetifying their specific representative. 't'he purposes and authority of the User Advisory Board arc as follows: • A. A User Advisory Board was established to provide an opportunity for all Subscribing Members to monitor the staffing,equipment and physical facilities of Comm-Center that may affect the ability or user agencies to achieve their unique lire depmtrmtein needs or their other specialized minions Tho purpose of the User Advisory Board will be to observe that appropriate agency and other specialized agency protocols are established and used in the Comm-Center,to offer suggestions for hiring,orientation and training standards for the Comm-Center staff,to advise the Executive Directorof CCEMS regarding the specialized needs of participating agencies or other user agencies, and to act as a quality review advisory committee for all user agencies,customers and contractors ofConun-Center. B. The ilser Advisory Board will act as a consultant to the CCEMS Board of Directors in matters relating to expansion of the user base, solely in order to promote continuation or quality service to all Subscribing Members. Any proposed additional age cy users of the Comm Center are to be discussed (after appropriate veiling) at a UAB meeting to obtain feedback on the potetial Impact to existing users. C. Each Subscribing Member will appoint one individual representative to the User Advisory Board.'rho Director of the Comm-Center will serve as the permanent chairperson of the User Advisory Board, which will develop its own operating protocols.The User Advisory Board's primary objective will be to assess whether the operating needs and concerns or user agencies are handled promptly and objectively and to Ihcilttate communication between CCEMS and the Subscribing Members. 0. The User Advisory Board will serve in an advisory and consultative capacity only with respect to maun affecting Comm-Caller operations Sole and exclusive authority and responsibility for Comm- Center management, Its stall'and physical resources rests with CCEMS, its Executive Director and its Board of Directors. E. The User Advisory Board will operate voluntary task forces to develop pmposals regarding possible radio frequency shifts and capital acquisitions that may be necessary to maintain superior levels of emergency communication services consistent with the needs of the user agencies. F. The UAB may reject the addition of other agencies as UAB members by an 80% majority vote or till current UAB members. 5. SUBSCRIBING MIM MRDEFAULT Payment of all fees not collected upon the execution of this Agreement by a Subscribing Member shall be due and payable within twenty night (28)clays of invoicing to the Subscribing Member. Failure to pay within the twenty tight(26)day period is an event of default. Upon notice to the Subscribing Member of such event of default, the Subscribing Member shall cure such default within fifteen(15)drys.Failure to cure such default will result in the automatic and immediate termination of.Services by CCEMS under this Agreement and will simultaneously cause all other sums due and owing,or which arc woo* in process. to then become due and owing. The rate of interest on past due accounts and any other sum owed to CCEMS is twelve(12)percent. Upon the full and complete payment of all sums decant,owing under the Agreement, CCEMS may, but is not obliged to, resume Services under this Agreement. As a condition of resumption of Services,CCEMS may require a deposit not to exceed the total annual(or annualized)charges paid by the Member the preceding ycnr. Under no circumstance is CCEMS obligated to resume Services ton defaulting Member regardless of whether said Member Imys its recount in dull. Any decision by CCEMS in decline a resumption of Services shall in no way act as a waiver or obstacle to CCEMS' right to recover sums due and owing through and including the date of dclbult. 6. CCEMS' AND SUBSCRIBING MEMBER O1U ICATIONS CCEMS and each Subscribing Member will maintain in full torte and effect liability insurance in the amount of 31,000,000.00 or at least an amount sulliciert to satisfy a judgment against it up to and including the limits of its statutory liability. CCEMS will be deemed in default heroin should it cease, due to its own negligence, to alafrand operate the physical facilities necessary to perform its obligations hereunder. CCEMS and the City ol'Pearland Fire Department will indemnify and hold each other harmless for any and all claims arising out oftheir respective acts of negligence, but not otherwise. ii CCEMS will maintain all records required by law and will permit examination and dissemination of said record only In accordance with law ore subpoena issues pursuant to law. 7, The City of Pearland Fire Department retains ownership of any equipment it lends or lurnishca to CCEMS in furtherance of this Agreement. { 8. GOVERNING LAWS The obligations of CCEMS and City at Pearland Fire Department shall be construed and enforced In accordance with the laws oldie State of Texas.Venue of any c)nins,suit nr dispute arising under this Agreement shall be In Harris County exclusively, June prevailing party In any dispute,claim or suit prising hereunder sired)recover Its reasonable attorney's fees and expenses of litigation,the rensonnbleness and necessity of which shall be determined by the Court and not by a jury,all parties hereto expressly agreeing to waive their right to trial by jury on the issue 9. ENTIRE AGREEMENT This Agreement and any amendments thereto,contain the entire agreement between CCEMS and the City of Pearinnd Fire Depamnenl for emergency comomnication services. No varimions, modifications,or changeashaiibe binding upon any Subscribing Member of CCEMS unless it is In writing,signed by both panics,and approved by the Board of Directors of CCEMS. Executed at Spring,Texas, on July 13,2016 Cypress Cr 0/, Emergen I Services " ) / By: as - _ ,. 't' ..._. (Signature) 04e. titeeitE (printed name and dtib orpurson signing as authorized representative) SUBSCR B 'fvf 3138 13Y, `/f7l .---- By:_(', ii'-)' if CR rsaA/ ( 1,� i b11t r r (Printed no t and tide et person signing u nut rued representative) I I CERTIFICATE OF INTERESTED PARTIES FORM 1295 1011 — Complete Non.1-4 ond6 N There we hummed pages. OFFICE USE ONLY Conan:Nos.1,1,A 5,end 6 If gwm NO no interested moiler,. CERTIFICATION OF FILING t Nsme Of bustle*.Wilily Ming loan,end the city,slate and country el the in shales eniky's piece' Certificate Number: of business. 2018 413863 Cyplmis Creek EMS Spring,TX United States Delo Flied; t Name of gowrnmemalentiy or state agency dint Is.petty to the contact tot which Cho loon(6 07(13/2016 being Med. City al Pentland Dale Acknowledged; 3 Provide the Identification number used by 11w liovornmenld entry or mate aganoy to Inch or identity lho contract,and provide s • dosdlMlon of the son/Ices,puedo or other property to bo provided under the cannot. A201.6-120 931 Ceunmaknllons and Dispatch Smvlcnn Nature of Immo 4 Name of Interested Party City,data,Country(Aeon el busines:0 (check npplk.bl.) __ Oontroilmp Inl.rmadlwy Snedh,Noy Spring,TX tinned Stoles X I check wily If thmaIs NO Interested Party. ci 6 AFPIOAVIT I swam,or sl•m,wales inanity of penury,that lho Wove dldowre Is tae and cared, ""�n A f�rl�Dp /` t ���� iltAef l I chinned agent M connecting business entity AFFIX NOTARY STAMP!SEAL ABOVE (((l((����������� %yams.end mthttted bailee no,bythe said .-._.-.:dda the ‘/ _day of at 20 II ter tip Caddy which,eeness my hand and setol U `. BAEBAM L U01RB6Y 01 b -4 I- 111 NOTAnY NAM m SIMI Cc MAO • _.4, • .A • • Ak _•A •, a • ane el offices adminkkdn0.0 4 d name of Ohm edWdsktbg lb :avia. 21M4.10 14.1r!d1104 Farms provided by Texas Ethics Corn nslon WAVw.elnks.aalo.Lx.ud Vesgon V1,0,1021