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HomeMy WebLinkAboutR-2004-163 Reporting Systems, Inc. AgreementRESOLUTION NO R-2004-163 A RESOLUTION authorizing and directing the City Manager of the City of Yakima to execute a "Computer Systems Service Agreement" with Reporting Systems, Inc., to provide the City of Yakima with a web -base, remote -access fire and emergency medical service records management system and related services, and to acquire these services as a sole source purchase without calling for bids. WHEREAS, Article VI, Section 6 of the City of Yakima Charter and the Yakima Municipal Code Chapter 1.80 generally require that purchases in excess of $25,000 be done by competitive bid, subject to certain exceptions; and WHEREAS, the law recognizes a "sole source purchase" exception from bidding requirements, when due to the uniqueness of the product to be purchased and the fact there is only one source for the product, it would be futile to utilize competitive bidding; and WHEREAS, the City of Yakima desires to participate in a regional fire and emergency medical records system; and WHEREAS, the City of Yakima Fire Department participated in a Fire Records System Committee with four other Yakima county fire districts to locate a Fire and Emergency Medical Records system appropriate to serve as a regional system; and WHEREAS, the Fire Records System Committee determined that an intuitive, web -based, remote access, fire and emergency medical records system service would best serve the regional requirements; and WHEREAS, Reporting Systems, Inc., was the only vendor that has the system, computer and communications infrastructure, expertise, and capability to provide such a system and related services, and is willing to do so in accordance with the attached agreement; and (1k) res/info systems fire records sole source 10-04.pm l WHEREAS, the other members of the Fire Records System Committee have executed agreements with RSI to provide regional fire and emergency medical records system services; and WHEREAS, the City Council finds it would be futile to call for bids regarding regional fire records system services as the system solely offered by Reporting Systems, Inc. is the only system that meets the regional service criteria of the Committee for an intuitive, web -based, remote access, fire and emergency medical records system; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to authorize execution of the attached Computer System Services Agreement with Reporting Systems, Inc. for the purchase of said regional fire records system services, now, therefore, BE IT RESOLVED BY THE CITYCOUNCIL OF THE CITY OF YAKIMA: The City Manager of the City of Yakima is hereby authorized and directed to execute the attached and incorporated "Computer System Services Agreement" with Reporting Services, Inc., in order to acquire regional fire records services as a sole source purchase without calling for bids. ADOPTED BY THE CITY COUNCIL this 19th day of October, 2004. ATTEST: City Clerk Resolution No. R-2004-163 Contract No. 2004-121 (Ik) res/info systems fire records sole source 10-04.pm Paul P. George, Mayor Computer System Services Agreement This Computer System Services Agreement ("Agreement") is made and entered into this 2- day of .i/c- , 2004 (the „Effective Date") by and between Reporting Systems, Inc. ("RSI") a corporation having corporate offices at 851 Coho Way, Suite #307, Bellingham, WA 98225, and the City of Yakima ("Agency"), a Washington municipal corporation having offices at 129 North 2nd Street, Yakima, WA 98901. Recitals Whereas RSI provides a Web -based, remote -access Fire and Emergency Medical Services Records Management System ("Fire/EMS RMS"); and Whereas RSI has the capability and desires to provide these services to the Agency; and Whereas the Agency desires to obtain these services from RSI solely in accordance with terms and conditions set forth in this Agreement: Now, Therefore, the parties hereto agree as follows: 1.0. DEFINITIONS "Fire/EMS RMS" means the Fire and Emergency Medical Service Records Management System provided by Reporting Systems, Inc. and further described in Exhibit 2 - Fire and Emergency Medical Services Records Management System Description 1.2. "Website" means the internet website accessible at "http//www.emergencyreporting.com" that is maintained by Reporting Systems, Inc. and provides access to Fire/EMS RMS. 1.3. "Station" means each separate physical fire station. Each of these Stations may have multiple computers with access to the Website. 1.4. "Yakima County Fire Agencies" means all the fire agencies and districts located within Yakima County as listed in Exhibit 4 - Yakima County Fire Agency Listing. 1.5. "Emergency Response Data" means all information entered by the Agency related to the Agency's response to fire and emergency medical incidents and as required by the current and future National Fire Incident 1 Reporting System (NFIRS) and National Highway Traffic Safety Administration (NHTSA) standards. 1.6. "HIPAA" means the Health Insurance Portability and Accountability Act. 2.0. SERVICES 2.1. RSI shall provide to the Agency access to the Fire/EMS RMS via the Internet utilizing the current version of Microsoft Internet Explorer. 2.2. RSI shall collect emergency response data via a website accessible at http//www.emergencyreporting.com or through a participating agency website, in which the Agency is an active member. 2.3. All data collected via the website above shall be compliant with FEMA's National Fire Incident Reporting System (NFIRS) Release 5.0 or the National Highway Traffic Safety Administration (NHTSA) Release 2.0 Federal Department of Transportation's Uniform Pre -Hospital Emergency Medical (EMS) Data Conference. 2.4. RSI shall provide ongoing updates, changes, and bug fixes, at no additional charge, to remain compliant with NFIRS and NHTSA standards and to remain operational with new releases of Internet Explorer and other software necessary for the operation of Fire/EMS RMS. 2.5. RSI shall upload via the Internet, transfer via electronic media, or otherwise transmit appropriate NFIRS and/ or NHSTA data to the appropriate state office as necessary to meet the Agency's reporting requirements. 2.6. RSI shall export the Agency's data to the Agency on electronic media once a year. 2.7. On October 20 and 21, 2004, RSI shall provide to the Agency's personnel train -the -trainer training in the proper use of all modules of the Fire/ EMS RMS and the website to include data entry, report generation, operation and administration. This training shall take place at the Agency's location. 2.8. RSI shall ensure appropriate security and privacy of all data transmitted to the website in compliance with HIPAA regulations and all other applicable federal, state and/or local rules, regulations and/or laws. 2 2.9. RSI shall maintain the Website and store the Agency's data at the Bellingham Fibercloud Data Center. If RSI utilizes another data center in the future, it shall meet or exceed the accessibility, reliability, and security standards of the Fibercloud Data Center. 2.10. RSI shall provide the Website to be accessible by current browser technology (Internet Explorer 5.5) as standardized by the W3C (World Wide Web Consortium). In the event that non-standard browsers must be supported, additional time and funding may need to negotiated separately from this Agreement. 2.11. RSI shall provide at least daily data backups to guard against data loss in the event of catastrophic system failure. 2.12. RSI shall maintain all data submitted on the Website for a period of eight years (96 months) from the time of submission by the Agency. Data older than eight years shall be archived and removed from the servers, but may be reloaded for a nominal fee if the data is needed. 2.13. RSI shall begin these services within thirty days of execution of this Agreement. 3.0. FUTURE SERVICES AND MODIFICATIONS 3.1 Upon execution of this Agreement, RSI shall begin development of an interface, as defined in Exhibit 3 - Computer Aided Dispatch Interface Definition, to the Agency's Hitech Computer Aided Dispatch (CAD) system. With cooperation from Hitech, the interface development time will be approximately four weeks. The cost of this interface shall not to exceed Five Thousand Dollars ($5,000). An initial payment of $2,500 shall be due upon contract signing. The balance shall be due upon successful implementation of the CAD Interface. 3.2 RSI shall make available to the Agency the ability to download the Agency's reports from the Website to the Agency's computer upon re- release of reporting program as decided by RSI. 3.3. RSI is developing a Daily Roster enhancement for career departments. This enhancement shall be available during third quarter 2004 and shall become part of the standard system at no additional cost to the Agency. 3.4. RSI is developing a Shift Rotation enhancement that will enable the Agency to setup shift rotation once based on a fifty-six hours per week, three -shift rotation in a CBCACABAB pattern. This enhancement shall be 3 available during third quarter 2004 and shall become part of the standard system at no additional cost. 3.5. RSI desires to add regional record management and reporting capabilities to the Fire/EMS RMS. As soon as five or more Yakima County Fire Agencies sign contracts for Fire/EMS RMS services, RSI shall begin developing regional capabilities to include at least the ability (a) of each Agency to view the other Agencies' records, (b) to report regional incident statistics based on incident class codes and other records classifiers, (c) to create and view multiple -agency calendars, and (d) the ability to transfer individual training records from one Agency to another Agency. Each of these regional capabilities shall include the security necessary to eliminate unwanted intrusion or records transfer and to maintain record integrity. RSI shall develop these regional capabilities in cooperation with the Yakima County Fire Agencies. These modifications shall be available no later than one hundred and twenty (120) days following the execution of a service agreement with at least five Yakima County Fire Agencies as listed in Exhibit 4. There shall be no additional fees to the Agency for these modifications. 3.6. RSI shall convert the Agency's existing Fire/EMS records from the records current format in the Agency's Aether system to the Fire/EMS RMS format and import the records into the Fire/EMS RMS for a fee of $0.10 per record for less than 25,500 records or $0.07 per record for 25,500 or more records. 4.0. SERVICE AVAILABILITY COMMITMENT 4.1. RSI warrants that the Fire/ EMS RMS shall be operational and available for access by the Agency 99% of the time during any given month. 4.2. RSI shall not be responsible for Service Interruptions for reasons outside RSI's and/or the Bellingham Fibercloud Data Center's reasonable control such as failures of the Agency's ISP or failure of the Internet. 4.3. Service suspensions due to scheduled system maintenance or upgrades shall not be considered a Service Interruption so long as RSI has notified the Agency of such suspension at least twenty-four hours in advance. 4.4. When the Agency notices a Service Interruption or believes there has been a service interruption, the Agency shall notify RSI of such interruption by e-mail or in writing within five working days of first notice. Failure to comply with this requirement will forfeit the Agency's right to a remedy for the Service Interruption. 4 4.5. If a Service Interruption occurs despite the fact that the Agency fulfills all of its obligations under this Agreement, the Agency shall have the following remedy: RSI will provide a pro -rata credit on the Agency's fee for the month in which the Service Interruption occurred. The pro -rata credit shall be calculated by multiplying the Service Interruption percentage by the Agency's total monthly fee for the month in which the Service Interruption occurred. This credit will be applied against the next invoice from RSI. Furthermore, if the Agency experiences a Service Interruption within three consecutive months, the Agency has the option to terminate the Agreement. 5.0 AGENCY RESPONSIBILITIES 5.1 The Agency shall maintain an active user list of accounts that are authorized to access the Website. 5.2. The Agency shall pay all valid invoices in a timely manner 5.3 The Agency shall provide an active Internet Service Provider (ISP) to access the Website. Such ISP charges are not included in this Agreement. ISP failures are not the responsibility of RSI. 5.4 The Agency shall enter emergency response data into the Website per instructions included in the training provided by RSI. 6.0 FEES AND PAYMENTS 6.1. In consideration of the services described herein provided by RSI, the Agency shall pay the fees as defined in Exhibit 1 - Emergency Reporting Order Form. RSI shall invoice the Agency on an annual basis, in advance, for the Service Fees at least thirty days before the beginning of each annual billing period. The invoices will be due thirty days from receipt by Agency. 6.2. The initial billing shall be from the data of the last signatory of the Agreement through January 31, 2005 and shall be pro -rated accordingly. Subsequent billing periods shall be from February 1St of one year through January 31st of the next year. 6.3. The fees as defined in Exhibit 1 - Emergency Reporting Order Form shall remain the same through January 31, 2006. RSI may thereafter annually adjust the fees based on the December All Urban Consumers Price Index (CPI -U) for the Seattle -Portland area or 5%, whichever is less. 5 6.4. In the event that the Agency adds a station or changes the location of a station during the initial term of this Agreement, the fee for the new station shall be the same as the fee for the existing stations as defined in Exhibit 1 - Emergency Reporting Order Form. 6.5. In the event that the Agency reduces the number of stations, the fee for that station(s) shall be eliminated. 6.6. The fees may be renegotiated upon renewal of this Agreement. RSI must notify the Agency of any changes in the fees at least forty-five days prior to renewal. In no event will the fees exceed the standard, advertised fees RSI charges for equivalent services at the time of renewal. 6.7. All amounts payable hereunder shall be payable in United States funds without deductions for taxes or assessments. 6.8. The Agency shall be responsible for paying sale, use, excise, value-added, or other tax or governmental charges impose on the use of the services provided for herein. 7.0. DATA OWNERSHIP AND CONFIDENTIALITY 7.1. All data transmitted to the website shall remain the property of the Agency. Retransmission of this data to the State of Washington and FEMA is authorized. Modifying, deleting or other modifications of submitted data by RSI is prohibited. Scientific research that is based on broad data trends is authorized, but no Agency specific data must be visible to any third parties. 7.2. Each party agrees to keep confidential information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have any such obligations with respect to use of disclosure to other not parties of this Agreement of such confidential information as can be established to: (a) have been known publicly; (b) have been known generally in the industry before communication by the disclosing party to the recipient; (c) have become known publicly, without the fault on the part of the recipient, subsequent to disclosure by the disclosing party; (d) have been known otherwise by the recipient before communication by the disclosing party; or (e) has been received by the recipient without any obligation of confidentiality 6 from a source, other than the disclosing party, lawfully having possession of such information. Notwithstanding the above, the parties agree to keep confidential all confidential information except as legally required under Washington State law or as otherwise required under applicable statute. 7.3. The parities obligations under this Article 7 will survive the termination of this agreement. 8.0. TERM 8.1. The term of this Agreement is the period from the date of the last signature through December 31, 2009. 8.2. At the end of the initial term and any subsequent terms, this Agreement may be renewed by the Agency on a year-to-year basis upon written notice to RSI at least thirty days prior to the end of each term. 9.0. NONASSIGNABILITY Neither Party may assign their rights or obligations under this Agreement without the prior written consent of the other Party. 10.0. SOFTWARE ESCROW 10.1. RIS shall deposit the Software Source Code with National Software Escrow, Inc. in accordance with the Agreement in Exhibit 5 - Software Source Code Agreement.. 10.2. The Agency will pay the annual escrow fee to National Software Escrow, Inc. The fee for the initial one-year term shall be three hundred and fifty dollars ($350.00). 11.0. DEFAULT AND TERMINATION This Agreement may be terminated by the non -defaulting party if any of the following events of default occur: (a) if either party materially fails to perform or comply with this Agreement or any provision hereof; (b) if either party fails to strictly comply with the provisions of Section 7 - Data Ownership and Confidentially or makes an assignment in violation of Section 9 - Nonassignability; (c) if either becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (d) if a petition under any foreign state, or the United States bankruptcy act, receivership statute or the like, as they now exist, or as they may be amended, is filed by a party; or (5) if 7 such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition or application is not resolved favorably within ninety days. 11.2. Termination due to a material breach of Section 7 - Data Ownership and Confidentiality shall be effective upon notice. In all other cases, termination shall be effective thirty days after notification of termination to the defaulting party if the defaults have not been cured within such thirty -day period. 11.3. Within thirty days of termination, RSI shall issue a pro -rata refund to the Agency. The pro -rata refund shall be calculated by multiplying the annualized fee by the percentage of time remaining in the prepaid service period. 11.4. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or different kind. 12.0. COPYRIGHT AND INDEMNIFICATION 12.1. The Agency recognizes that the RSI website is protected under U.S. copyright and trademark law, international conventions and other applicable law. The Agency agrees not to license, sell, publish or create any kind of derivative system using the RSI website as source of information. 12.2 RSI shall indemnify, hold harmless and defend the Agency against any claim that use of the RSI Website, the Fire/EMS RMS, or any other RSI product infringes third party propriety rights and shall indemnify the Agency against any loss, damage, or expense arising from such claim, provide that the Agency provides prompt notice to RSI of any such claim and further provided that RSI shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. 13.0. NOTICES All notices, authorizations, and requests in connection with this Agreement will be deemed given (a) five days after being deposited in the U.S. mail postage prepaid, certified or registered, return receipt requested; or (b) one day after being sent by overnight courier, charges prepaid, with a confirming FAX. 8 14.0. GOVERNING LAW AND VENUE The validity, interpretation, construction, and performance of this Agreement will be governed by the laws of the State of Washington. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement will be in Yakima County Superior Court, or the United States District Court for the Eastern District of Washington State. 15.0. SEVERABILITY 15.1. If a court of competent jurisdiction holds any part, term, or provision of this Agreement to be illegal or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 15.2. If any provision of this Agreement is in direct conflict with any state and/or federal statutory provision, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict and shall be deemed modified to conform to such statutory provision(s). 15.3. Should the Agency or RSI determine that the severed portions substantially alter this Agreement so that the original intent and purpose of the Agreement no longer exist, the Agency or RSI may, in its sole discretion, terminate this Agreement. Within thirty (30) days of such termination, RSI shall issue a pro -rata refund to the Agency. The pro -rata refund shall be calculated by multiplying the annualized fee by the percentage of time remaining in the prepaid service period. 16.0. CAPTIONS AND HEADINGS All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. 17.0. ENTIRE AGREEMENT This Agreement and its Exhibits contain the entire understanding and agreement between the parties respecting the subject matter hereof. This Agreement may not be supplemented, modified, amended, released, or discharged except by an instrument in writing signed by each party's duly authorized representative. This Agreement may not be modified by acceptance of a purchase order with conflicting terms; in such an event the terms of this Agreement shall control. 9 IN WITNESS WHEREOF the parties have executed this Agreement by their duly authorized representatives as of the day and year first above written. City of Yakima, Washington By:��A (Authorized Signatory) By: Authorized Signatory) Name R. A. Zais, Jr. Name: O4 -L/1% 4-a44..$ Title: City Manager Title ?S i LeXtr— Date: 10/27/04 Date: /0/2/04 Address for Notice: Address for Notice: City of Yakima 129 N. 2nd Street Yakima, WA 98901 CITY CONTRAC r NO: RESOLUTION N0: 10 Reporting Systems, Inc. 851 Coho Way, Suite #307 Bellingham, WA 98225 Exhibit 1 Emergency Reporting Order Form 11 Emergency Reporting Order Form EMERGENCY REPORTING" / EMS RECORDS MANAGEMENT ORDER FORM Emergency Reporting; 851 Coho Way, Suite #307, Bellingham, WA 98225 Telephone: 360.647.6003, Toll free: 866.773.7678; Fax: 360.527.0401 Email: sales@emergencyreporting.com; Website: www.emergencyreporting.com Page 1 of 2 INTERNAL USE ONLY Order #: ERS -859 Date Received: Rep: Kieve Account Information Agency Name: Yakima Fire Department FDID#: 39M11 Mail Address: 129 North 2nd St City: Yakima State: WA Zip Code: 98901 Telephone: 509-575-6060 Name/Title of primary contact: Fire Chief Dennis Mayo Fax: 509-576-6356 Name/Title of other contact: Information Services Officer Corinne Choy Telephone number other than above: 509-575-3030 Account established through: Yakima Cty Committee Sales representative: Kieve Best time to call: Other - be specific: Total number of stations within department: 4 Package Ordered NFIRS Only $5 per call • NFIRS 5.0 forms • Reports 0 NFIRS Only 0 Fire Package 0 EMS Package ® Full ERS Package Fire Package $90 per month / per station • NFIRS 5.0 forms • Fire Inspections • Occupancy • Prefire plans • Apparatus Maintenance • Equipment Maintenance • Hydrant Maintenance • Training Records • Library • Calendar • Daily Roster Monthly Foe Number of stations 4 EMS Package $90 per month / per station • EMS Forms • Pre -hospital PCR • Training records • Apparatus Maintenance • Equipment Maintenance • Library • Calendar • Daily Roster Full ERS Package $129 per month / per station • NFIRS 5.0 forms • All EMS forms • Occupancy • Fire Inspections • Prefire plans • Apparatus Maintenance • Equipment Maintenance • Hydrant Maintenance • Training Records • Library • Calendar • Daily Roster X Rate $99.00 = Monthly Fee $396.00 Startup Feo $1,250.00 Start Date Billing Information Check One: 0 Monthly 0 Quarterly Billing Address (if different than above): Approval ❑ Yearly City: Title: Check One: Date: ® Invoice State: © 2004 Reporting Systems, Inc. See Terms & Conditions Reverse https://secure.emergencyreporting.com/command/print. asp?cid=859 8/11/2004 Exhibit 2 Fire and Emergency Medical Service Records Management System Service Description 12 What is EmergencyReporting com EMERGENCY~ REPORTING What is Emergency Reporting LOGIN PASSWORD Remember my password 9/3/04 9:24 AM Emergency Reporting is a web -based HIPAA compliant records management system integrating the National Fire Incident Reporting System (NFIRS) 5.0, the National Highway Traffic Safety Administration's EMS Uniform PreHospital Dataset (NHTSA) 2.0 and management modules for running fire and EMS departments. The Emergency Reporting system is an entirely web -based records management system which meets the current national standards in Fire & EMS. This is a very important benefit, because over 70% of all fire department "incidents" are EMS related. The Emergency Reporting system also comes in various options, including the Fire Package, the EMS Package, the NFIRS Only Package and the Per Call Reporting Package (for departments with less than 150 calls per year). The Emergency Reporting system is accessible by a "Subscription" service option or an "On -Site installation" option. The Subscription service allows authorized personnel to access the system running at our first class, service oriented data center; while the On -Site Installation option provides the client with the software system to run on their local network. Contact Emergency Reporting to discuss which solution best matches your agency's needs. Screen Shots © 2004 Reporting Systems Inc. 1 Contact Usl Privacy Statement http.//www emergencyreporting.com/whatiser asp Page 1 of 1 Why Choose Emergency Reporting EMERGE N Y REPORTI 9/23/04 1001 AM LOGIN PASSWORD Remember my password © i ogiri"; rartya�ynr�zls'(°". �raie*asp ....,4,4A,',1;4?" SrsT I. Why Choose Emergency Reporting Emergency Reporting sets the standard for web -based, integrated fire and EMS records management! Request a demonstration and see for yourself how fast, friendly and smart records management is with Emergency Reporting. Meanwhile, here are reasons why Emergency Reporting should be your first choice: Web -Based System Emergency Reporting utilizes the largest network in the world: the Internet. The system is accessible from anywhere in the world using an Internet Explorer web -browser on a desktop, laptop, or handheld computer You can enter data, search incidents, and run reports from anywhere at anytime. NFIRS 5.0 & NHTSA 2.0 Integrated Emergency Reporting will keep your department current with the latest version of both federal standards at no additional cost! Your department will receive Emergency Reporting updates without having to download software, install software patches, buy equipment or otherwise invest time and money to stay compliant with the federal standards. Since 70% of all incidents are EMS related, our system saves you time and money Secure Data Center The data center is built to exceed the most stringent requirements necessary to guarantee Internet and network operations. The data center is designed as a first-class, service-oriented facility with the in-house expertise to provide a refreshingly different approach to co -location. Data Center specifications. Incident Reporting Modules Emergency Reporting provides the modules required to handle most department needs from apparatus maintenance to scheduling shifts. The modules are intuitive and easy to use. Subscription or Onsite Installation Option Emergency Reporting offers two options for supporting your records. The "Subscription service is a monthly service with no long-term obligation. The "Onsite Installation service" provides you department with the system to run locally on your department's network. Contact Emergency Reporting to find out more about the options. Secure Data Transfer The system utilizes 128 -byte encryption with SSL, the same software used for encrypting sensitive VISA / MC cardholder data for ecommerce transactions. Data Center specifications. HIPAA Compliant Emergency Reporting meets HIPAA requirements regarding the use and storage of data concerning the records management system. Your department does not need to worry about the records meeting HIPAA guidelines. Data Center specifications. Low Monthly Rate Emergency Reporting is competitively priced, especially when you consider all of the hidden costs associated with the traditional out -dated fire software. Contact Emergency Reporting for a price quote for your department. Super User -Friendly Our system is designed with the first responder and Chief in mind. The first responder, who is often not motivated to enter data into ANY software solution, will find the intuitive point -and -click system fast and easy to use. The Chief receives fast and easy access to the data required to manage the department and present reports. Wireless Access Web -based delivery provides our customers with wireless access from any device with an Internet connection and an IE web -browser Wireless connection means more connection options for no additional cost. Data Backup Emergency Reporting takes the burden out of data back up procedures and offers eight (8) years back-up service on all accounts. Emergency Reporting data back-up procedures may be customized to meet data requirements for your department. Unlimited Users Your department or agency can have unlimited users accessing the system, at the same time, for no additional charge per user Emergency Reporting saves your department money by allowing multiple users to enter data and run reports. Most traditional fire or EMS software companies charge for additional seats within a department! Free Upgrades Emergency Reporting continues to make system upgrades, including NFIRS and NHTSA related upgrades, for no additional cost to users. You will not be bothered with all the hassles commonly connected to making an upgrade to traditional fire or EMS software solution. No Licensing and Maintenance Fees Emergency Reporting charges a low monthly rate, which covers the use of the system. We do not charge licensing and maintenance fees, or other costs added on by traditional fire or EMS software companies. Scalable The Emergency Reporting system is created with expansion in mind. As new modules and features become http://www emergencyreporting com/whychooseer.asp Page 1 of 2 Why Choose Emergency Reporting 9/23/04 1001 AM important to our customers, we develop and integrate them without need for technical upgrades, training, and investment on behalf of our customers. This means your department will benefit for years to come with our intuitive and well-designed records management system. No Software Required Since the system is web -based, you don't worry about loading software and patches or purchasing hardware to run the software. Emergency Reporting saves your department hidden software related costs. CAD Interface Link Emergency Reporting interfaces with computer aided dispatch (CAD) systems, allowing all your incident data to be integrated within one easy to use system. The compiled information improves reports and other important efficiencies. Contact us for more information and a price quote. Medical Billing Export Link EMS -related data can be automatically sent to your billing software system or medical billing provider This benefit prevents you from having to re-enter data into the system, which allows for more accurate and faster billing practices. Faster billing means faster collection of funds! Contact us for more information and a price quote. Data Conversion Services Data can be converted from an existing fire or EMS software system for as little as 07 cents per record. This service saves your department time and energy of having to re-enter data into the system. Contact us for more information and a price quote. Custom Programming Emergency Reporting provides custom programming data collection solutions, GIS reporting and more. Contact us to discuss what you need to accomplish. Fast, Easy and Free Training Our system is arguably the easiest to use fire and EMS records management system. We can have your department up and running within an hour of an agreement being approved. Our friendly staff will walk you through the process and be accessible via telephone or email if you have questions. Emergency Reporting also provides onsite training available if necessary Software Escrow Account Emergency Reporting can establish your department or agency as a beneficiary to our records management system source code, in the unlikely event we are not able to function as a company This means your department need not worry about Emergency Reporting no longer being able to provide the necessary services for your department. Working with Emergency Reporting is a safe, smart and long-term solution. Free Technical Support! Emergency Reporting offers the friendliest customer service available. We're here to answer your technical system questions via telephone or email. Our goal is to make working with us fast and easy! © 2004 Reporting Systems Inc. 1 Contact Us 1 Privacy Statement http //www emergencyreportmg.com/whychooseer asp Page 2 of 2 Why Choose Emergency Reporting Products EMERGENCY REPORTING" . NFIRS 5.0 Forms . NHTSA 2.0 Forms . Occupancy Prefire Plans . Apparatus Maintenance . Equipment Maintenance . Personnel Management . Hydrant Maintenance • Training Records . Calendar Module . Library Module . Payroll Module . Reports Module • Daily Roster . Administration • . NFIRS 5 0 Forms . Occupancy Prefire Plans . Apparatus Maintenance . Equipment Maintenance . Personnel Management Hydrant Maintenance Training Records . Calendar Module . Library Module ▪ Payroll Module . Reports Module . Daily Roster . Administration . NHTSA 2.0 Forms . Occupancy Prefire Plans . Apparatus Maintenance . Equipment Maintenance . Personnel Management . Training Records . Calendar Module . Library Module • Payroll Module . Reports Module . Daily Roster . Administration . NFIRS 5.0 Forms © 2004 Reporting Systems Inc. I Contact Us 1 Privacy Statement LOGIN PASSWORD Remember my password Q 9/3/04 9.21 AM http://www emergencyreporting.com/products.asp Page 1 of 1 Exhibit 3 Computer Aided Dispatch Interface Definition 13 Dispatch Integration with the Emergency Reporting System Technical Manual — August 2004 EMERGENCY REPORTING' FIRE f EMS RECORDS MANAGEMENT Table of Contents Overview 3 Real Time Listener Method ..... ................................4 Record Types ......... 5 Incident Record [IR]. 6 Apparatus Dates / Times [RU]... ....... 7 People Involved [PI]..... 8 Dispatch Notes [DN] . 9 Incident Closed [IC] ........... 10 Graphical Description of record type layout . . .. .. .. 11 Transmission Triggering Events and Timeline.. .11 Alternate Transmission Methods of Dispatch Data to ERS 12 Web Server Method .............. 12 Local ERS Application with ODBC Connectivity to Dispatch System 13 API . 13 FTP Push Method .. 13 Revision History .... 15 2 Overview This document describes the various methods that dispatch data can be passed to the Emergency Reporting System (ERS). The intent is to provide a seamless integration that allows dispatch information to be passed into the ERS system. Emergency Reporting is web based, and as such any transmission method must be able to operate over the internet. Newer technologies, such as XML files and NET application methods, are the preferred method for transmitting data to ERS. Legacy methodologies, such as FTP push, ASCII text files, listening based transmission are also supported. Regardless of the transmission type or method used, technical coordination between the dispatch center and Emergency Reporting is vital. In particular, translation tables must be provided from the dispatch center to Emergency Reporting for the purpose of building the interface. 3 Real Time Listener Method This method utilizes a real time connection that sends a string of ASCII characters to a specific IP address and port number This method can work over the native Internet, or can work over a VPN connection. Ideally, no middle ware is involved; the dispatch computer sends the data string directly to the ERS servers. The example below shows what this relationship would look like. Dispatch Side Firewall Dispatch System (Windows, Unix, AS 400, etc.) Via VPN connection or direct connection across the internet. Real time Listener Method ERS Side ERS System The needed dispatch data would be transmitted to static IP and port number on the ERS side. The exact IP and port number will be provided by ERS technical staff. Due to privacy and security issues, ERS recommends that this link be operated via an encrypted VPN link, and not as an open unencrypted communication across the internet. Either method is acceptable, however Regardless of what method is used, the dispatch side will simply need to send information to a specific IP address and port number ERS will "listen" on the appropriate port and process the information. TCP / IP is the only protocol supported. Currently, only one way communication is supported Bidirectional communication is not supported The triggering event to send incident data should be when a call has been closed. All data should be sent at that time, followed by end of incident record type. 4 Record Types There are five record types for the real time listener. They are Incident Record (IR), Resource Unit dates / times (RU), People Involved (PI), Dispatch Notes (DN) and Incident Closed (IC). The relationship for RU, PI, and DN is relational, as each of these three record types can be many to one back to the IR. IC is one to one with the IR. The IR record type denotes the creation of a new incident in the ERS system, and IC record type denotes closing an incident. The version number (currently 01, as in RU01) follows each of the record types. When a "code" is listed in the export, the requisite table from the dispatch system must be provided If a "code" and "description" field is used for the same thing (i.e. `incident type code' and `incident type description') then both values should be entered into the system. If a given "code" field is not collected by the dispatch system but a text value is, then the code field should be left blank and the text description should be input. Blank or null values should be padded with spaces, regardless of data type (text, numbers, etc.) For street addresses, ERS would prefer that the address information be broken up into 6 separate fields (Address, Street prefix, street name, street type, street suffix, apart / suite). In the event the dispatch program doesn't store address information in this format, an alternate field titled "consolidated address string" can be used instead. This field is designed to store the street address information as one single field. Address information is collected in record types IR and PI and the alternative address string is available in both instances. The delimiter at the end of each record type is the following four character string, without the quotes: "E&^5" Below is a summary of each record type 5 Incident Record [IR] The data in this section is designed to trigger the creation of a new incident. Only one incident record transmission is allowed for each incident. Subsequent incident records with duplicate incident numbers will be analyzed by the ERS system and handled accordingly depending on the data in the various IR record types. Description Data Type Position Length Sample Record Type text 1 4 IR01 Agency Identifier Code text 5 15 BFD Agency Incident Number text 20 15 123abc Dispatch Incident Number text 35 15 123abc Date Incident occurred MMDDYYYY 50 8 09252004 Time incident occurred HHMMSS 58 6 164322 Date call received at dispatch MMDDYYYY 64 8 09252004 Time call received at dispatch HHMMSS 72 6 164322 Date agency notified MMDDYYYY 78 8 09252004 Time agency notified HHMMSS 86 6 164322 Date incident controlled MMDDYYYY 92 8 09252004 Time incident controlled HHMMSS 100 6 164322 Incident Type Code text 106 10 56 Incident Type Description text 116 25 Man Down District text 141 10 2 Zone text 151 10 SE Map Page text 161 10 J24 Primary Station text 171 10 1 Location Type Code text 181 10 6 Address Number text 191 8 123 Street Prefix text 199 2 SE Street or Highway Name text 201 30 Main Street Type text 231 4 ST Street Suffix text 235 2 Apartment / Suite number text 237 10 Apt 102 Consolidated address string text 247 35 123 SE Main St. Apt 102 City text 282 20 Bellingham State text 302 2 WA Zip +4 number 304 9 98225 Cross Street or Directions text 313 20 In front of Latitude text 333 10 123456 Longitude text 343 10 123456 reserved text 353 100 End of record type text 453 4 E&^5 Total length of record type 457 6 Apparatus Dates / Times [RU] — Ideally, for each incident, there will be a series of response times for each individual apparatus that responds to an incident. Each response time should contain a date / time combination. The following times can be imported into ERS. Description Data Type Position Length Sample Record Type text 1 4 RUO1 Agency Identifier Code text 5 15 BFD Agency Incident Number text 20 15 123abc Dispatch Incident Number text 35 15 123abc Unit Number text 50 15 E23 Dispatch Date MMDDYYYY 65 8 09252004 Dispatch Time HHMMSS 73 6 164322 Enroute Date MMDDYYYY 79 8 09252004 Enroute Time HHMMSS 87 6 164322 Arrived Date MMDDYYYY 93 8 09252004 Arrived Time HHMMSS 101 6 164322 Canceled Date MMDDYYYY 107 8 09252004 Canceled Time HHMMSS 115 6 164322 In Service Date MMDDYYYY 121 8 09252004 In Service Time HHMMSS 129 6 164322 Clear Date MMDDYYYY 135 8 09252004 Clear Time HHMMSS 143 6 164322 In Quarters Date MMDDYYYY 149 8 09252004 In Quarters Time HHMMSS 157 6 164322 Transporting Date MMDDYYYY 163 8 09252004 Transporting Time HHMMSS 171 6 164322 Transport Complete Date MMDDYYYY 177 8 09252004 Transport Complete Time HHMMSS 185 6 164322 Person id 1 text 191 10 12345 Person id 2 text 201 10 12345 Person id 3 text 211 10 12345 Person id 4 text 221 10 12345 Person id 5 text 231 10 12345 Person id 6 text 241 10 12345 Person id 7 text 251 10 12345 Person id 8 text 261 10 12345 Person id 9- text 271 10 12345 reserved text 281 100 End of record type text 381 4 E&^5 Total length of record type 385 7 People Involved [PI] This record type refers to the people that were involved in an incident. This could entail the reporting party, witnesses, owners, etc Description Data Type Position Length Sample Record Type text 1 4 PI01 Agency Identifier Code text 5 15 BFD Agency Incident Number text 20 15 123abc Dispatch Incident Number text 35 15 123abc Involvement Code text 50 15 RP Involvement Description text 65 30 Reporting Party Name Prefix text 95 5 Mr. First Name text 100 20 John Middle Name text 120 20 Q Last Name text 140 30 Doe Suffix text 170 5 Sr. Business Name text 175 30 Mt. Pleasant Industries Contact Telephone text 205 30 999999999 Address Number text 235 8 123 Street Prefix text 243 2 SE Street or Highway Name text 245 30 Main Street Type text 275 4 St. Street Suffix text 279 2 Apartment / Suite number text 281 10 101 Consolidated address string text 291 35 123 SE Main St. Apt 102 City text 326 20 Bellingham State text 346 2 WA Zip + 4 number 348 9 98225 reserved text 357 100 End of record type text 457 4 E&^5 Total length of record type 461 8 Dispatch Notes [DN] Dispatch notes refer to comments that have been entered by the dispatch personnel. Description Data Type Position Length Sample Record Type text 1 4 DNO1 Agency Identifier Code text 5 15 BFD Agency Incident Number text 20 15 123abc Dispatch Incident Number text 35 15 123abc Note Date MMDDYYYY 50 8 09252004 Note Time HHMMSS 58 6 164322 Note text text 64 128 RP reports smoke showing and people trapped in the red car. reserved text 192 100 End of record type text 292 4 E&^5 Total length of record type 296 9 Incident Closed [IC] The IC record type refers to closing an incident record. This record type should be sent once at the end of a record. This action closes the incident and disallows additional data to be sent to ERS. If additional data must be sent, a duplicate IR record type should be sent to reopen the incident. Description Data Type Position Length Sample Record Type text 1 4 IC01 Agency Identifier Code text 5 15 BFD Agency Incident Number text 20 15 123abc Dispatch Incident Number text 35 15 123abc close incident command text 50 7 must be "CLOSEIR" reserved text 57 50 End of record type text 107 4 E&^5 Total length of record type 111 10 Graphical Description of record type layout IR RU RU RU PI DN IC Generates a new incident; one IR per incident. RU record types are for each resource that responds Unlimited number of resources per each incident. PI record types are for the people involved in an incident. Unlimited number of people allowed for each incident. DN record types refer to dispatch notes. Unlimited number of dispatch notes allowed for each incident. IC record types refer to closing a incident. Only one IC allowed for each incident; this action closes the incident so no other information is allowed in If a incident must be reopened a duplicate IR should be generated to reopen access to the data. If an incident is closed, reopened, and then closed again, the entire set of corresponding record types shown above should be sent, if applicable. The ERS system will analyze the revised data and deal with it according to business rules. For each incident, a new IR record type should be sent. For an incident to be considered valid, there must be a corresponding pair of a single IR and IC record type. RU, PI, and DN record types are not required, but should be included if at all possible. Transmission Triggering Events and Timeline The needed data set should be sent all at once when the incident is completed. When ERS receives the validated data then the entire data set will be processed and inserted into the ERS database. 11 Alternate Transmission Methods of Dispatch Data to ERS There are a variety of methods that are available to transmit data to ERS Some examples are shown below. In nearly all cases, an Open DataBase Connectivity (ODBC) connection of some kind is preferred In order to allow ODBC access, the dispatch computer must allow access to the database tables of the dispatch program. Generally, read only level access is required, and as long as the dispatch vendor is involved in the process, the appropriate database query strings can be used to get only the needed information and nothing more. A. Web Server Method — This method allows an ERS web server to request updated dispatch information, in real-time, from a web server on the dispatch side. 1. The ERS web server receives a login request from an agency that has a dispatch link enabled. This action triggers the ERS web server to hit a remote ASP page on a dispatch web server. Firewalls are configured to only allow remote access from the necessary computers only (and not the entire internet, for example). 2. Once the ASP page on the web server is activated, it performs a local database call via ODBC to the primary dispatch database. The resulting data is then transmitted back to the ERS web server. 3. Once the ERS web server has received the data, the data is then stored in the ERS Database. This data will then be available when the remote user visits the appropriate page(s). 4. The dispatch side must be operating a Windows compatible web server (IIS 5.0 or newer, Windows 2000 Server or newer) in order to activate the appropriate ASP pages. The dispatch database server must only be able to communicate with the web server via ODBC; it's native environment is unimportant (AS 400, Unix, etc.) 5. The advantage of this method is that there is virtually no delay in the flow of data, as database calls happen when needed The disadvantage is that it can be difficult to setup if the appropriate computers and network infrastructure aren't already in place. As part of the setup process, Emergency Reporting will provide an application that will be installed on the dispatch web server. The dispatch agency will provide assistance in allowing the appropriate ODBC calls on the dispatch side; ERS will write and maintain the code for the application Dispatch Side ERS Side Web Server Database Server Database Server Web server — Web server method 12 B. Local ERS Application with ODBC Connectivity to Dispatch System In this instance, an ERS application will be installed on a Windows computer located on the client's dispatch system. This application will act as a "middleman", and will query data from the dispatch system via ODBC and then retransmit it to the ERS system. In order for this application to operate, ODBC connectivity is required between the dispatch server and the local ERS application A VPN connection is then required between the local ERS application and the main ERS system. Dispatch Side Via ODBC connection Via VPN connection Windows Box with local ERS Application installed Dispatch System (Windows, Unix, AS 400, etc.) Local ERS application method Database Server ERS Side C. API A variation of the local application / ODBC method is to utilize an Application Programming Interface (API) to interface between the dispatch computer and the local ERS application. The dispatch vendor will be required to provide the database -specific API and associated technical documentation. This method is not recommended, as an ODBC connection is preferred. D. FTP Push Method FTP push is accomplished by a special directory being setup inside the ERS servers. On a regular basis (say every 60 seconds) the remote dispatch computers FTP a small block of data to the appropriate ERS server. On a similar interval, the ERS server picks up the imported files and integrates the information into the ERS database When a remote user logs into ERS, the appropriate data is then available to them. The data that is pushed to the ERS servers can be ASCII text files or other file types, such as XML. Contact ERS for specific file format specifications. 13 The advantage of this method is that it is rather straightforward to setup and maintain. ERS will also provide the software to facilitate the FTP transfer. The FTP format will be provided by ERS if needed, or ERS can map a canned FTP export routine that already exists. The disadvantage of this method is that there can be a 1 — 2 minute delay for the data to work it's way through the system. This kind of delay is not unacceptable for most agencies, however. 14 Revision History 8/3/2004 ............. ... Version 1.00 R:\technical_information\dispatch_docs\ERS Dispatch Link Standard v 100.doc 8/3/2004 15 City/District Exhibit 4 Yakima County Fire Agency Listing Number of Reporting Stations Stations Grandview 1 1 Granger 1 1 Mabton 1 1 Sunnyside 1 1 Toppenish 1 1 Union Gap 2 1 Wapato 1 1 Yakima 4 4 Zillah 2 1 Cowiche 2 1 Selah 4 1 Naches 1 1 East Valley 4 1 District 5 (Lower Valley) 16 1 Gleed 2 1 Glade 1 1 Naches Heights 1 1 West Valley 4 1 14 Exhibit 5 Software Source Code Escrow Agreement 15 SOFTWARE ESCROW AGREEMENT NO. 6512 FOR REPORTING SYSTEMS, INC. AND NATIONAL SOFTWARE ESCROW, INC. SOFTWARE ESCROW AGREEMENT NUMBER 6512 This Escrow Agreement made as of this Z441'' day of I:me 2004, among NATIONAL SOFTWARE ESCROW, INC., an Ohio Corporation, ("ESCROW AGENT") and REPORTING SYSTEMS, INC. ("SOFTWARE DEVELOPER") and Multiple Users (hereinafter with its parent, and all subsidiaries and affiliated companies which it now or hereafter owns or controls, collectively referred to as ("SOFTWARE USER"). WHEREAS, SOFTWARE DEVELOPER and SOFTWARE USER have entered into multiple License Agreements, pursuant to which SOFTWARE DEVELOPER has agreed to grant SOFTWARE USER a license to use, copy and distribute certain computer software programs (the "Programs") upon specified terms and conditions and, WHEREAS the SOFTWARE DEVELOPER desires not to disclose the source code and related documentation for that program except upon certain specific terms and conditions and, WHEREAS, to assure the continued availability and usefulness of the Programs, SOFTWARE DEVELOPER has agreed to establish and maintain in escrow the Source Code and documentation thereof, NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows: 1 1.0 DEPOSIT OF SOURCE CODE 1.1 The SOFTWARE DEVELOPER agrees to deposit and the ESCROW AGENT agrees to accept the Source Code for the licensed Program(s) as described in Form 1.1, attached hereto and made a part hereof. In addition, from time to time hereafter, the SOFTWARE DEVELOPER will deposit with the ESCROW AGENT all necessary and appropriate improvements, revisions, enhancements, or updates for the Source Code so that, at all times, the Source Code will correspond with the Programs actually distributed to the SOFTWARE USER. The ESCROW AGENT will issue to the SOFTWARE DEVELOPER a receipt for the initial Source Code deposit and for each subsequent deposit. "Source Code" means not only the Source Code as originally deposited, but all revisions, updates or improvements which relate to that original deposit as well as "Supporting Tools" as such term is defined in the License Agreement. It is agreed that only a copy of the Source Code need be deposited with the ESCROW AGENT and that this Escrow Agreement relates only to the copy of the Source Code in the possession of the ESCROW AGENT. Nothing in this agreement shall be interpreted to deprive the SOFTWARE DEVELOPER of any right, title or interest in the Source Code. However, this agreement will be construed to effectuate its major purpose which is to allow the SOFTWARE USER the continued benefit of the Programs if the SOFTWARE DEVELOPER fails to perform its obligation as stated herein and in the License Agreement. 1.2 SOFTWARE DEVELOPER represents and warrants that: A. The material described in Form 1.1 attached hereto constitutes the Source Code and documentation of the licensed Program(s) described in Form 1.1. B. The Source Code delivered to the ESCROW AGENT is in a form suitable for reproduction by computer and/or photocopy equipment, and consists of a full source language statement of the Program or Programs comprising the product and any existing Program maintenance documentation, including all flow charts, schematics and annotations which comprise the precoding detailed design specifications and all other materials necessary to allow a reasonably skilled third -party programmer to maintain or enhance the product without the help of any other person or reference to any other material. 2 C. The SOFTWARE DEVELOPER will promptly supplement the Source Code with all revisions, corrections, enhancements, Supporting Tools or other changes so that the Source Code constitutes a human readable program for the current release of the license Program to which this trust agreement relates. D. The source code delivered to the ESCROW AGENT includes all necessary materials to permit a reasonably skilled third party programmer to recreate executable version(s) of licensed Program(s) from the Source Code. 1.3 ESCROW AGENT shall hold the Source Code in a secure, climatized facility and shall release the same upon the conditions hereinafter provided. 2.0 DEFAULTS AND RELEASE FROM ESCROW 2.1 Any of the following will constitute a default by the SOFTWARE DEVELOPER of its obligation and responsibilities to the SOFTWARE USER. A. The SOFTWARE DEVELOPER is unable to correct any Operational Def- ect (as such term is defined in the License Agreement) in the Program which prevents it from functioning in accordance with the applicable specifications, documentation, performance criteria and other warranties and descriptions provided in the License Agreement within sixty days after the SOFTWARE USER has notified the SOFTWARE DEVELOPER of such failure, specifying in reasonable detail the respects in which the program fails to perform. B. The SOFTWARE DEVELOPER is unable to discharge any of its maintenance obligations to the licensed Program in accordance with the warranties or other standards for such maintenance set forth in any software maintenance agreement which may be in effect between the SOFTWARE DEVELOPER and the SOFTWARE USER within sixty days after the SOFTWARE USER'S notice to the SOFTWARE DEVELOPER specifying in reasonable detail the respects in which the program is not being properly maintained. C. Any sale, assignment or other transfer by the SOFTWARE DEVELOPER of such of the SOFTWARE DEVELOPER'S rights in the Program as would prevent the SOFTWARE DEVELOPER from discharging its 3 obligations with respect to the licensed Program or any maintenance obligations for the Program. D. The SOFTWARE DEVELOPER becomes insolvent, makes a general assignment for the benefit of creditors, or suffers or permits the appointment of a receiver for its business, where its assets become subject to any proceeding under any insolvency law, domestic or foreign, or has wound up or liquidated its business and the SOFTWARE USER has reason to believe that any such event will cause the SOFTWARE DEVELOPER to fail to meet its warranty and maintenance obligations in the foreseeable future. E. The SOFTWARE DEVELOPER fails to make to ESCROW AGENT any payments required of SOFTWARE DEVELOPER to keep this Agreement in full force and effect, provided that the ESCROW AGENT shall notify the SOFTWARE DEVELOPER in writing of such default by certified mail, return receipt requested, and the SOFTWARE DEVELOPER fails, within thirty days after receipt thereof, to cure such default. 2.2 On the happening of events of default A. B. C. or D, the SOFTWARE USER shall give written Notice to the ESCROW AGENT of that default. The Notice of Default shall be labeled a Notice of Default, shall identify the License Agreement and this Escrow Agreement, shall specify the nature of default, shall identify the source code with reasonable specificity, and shall demand the delivery of a complete copy of the source code to the SOFTWARE USER. Upon receipt of the Notice of Default and payment corresponding to the Release Request Fee as detailed in Exhibit B, attached hereto and entitled "PRICE SCHEDULE," the ESCROW AGENT shall send a copy of the Notice of Default to the SOFTWARE DEVELOPER by certified or registered mail, return receipt requested. If the SOFTWARE DEVELOPER desires to dispute the Notice of Default, the SOFTWARE DEVELOPER shall, within ten days after receipt thereof, deliver to the ESCROW AGENT a sworn statement stating that in the SOFTWARE DEVELOPER'S view, no default has occurred. If the ESCROW AGENT does not receive an affidavit from the SOFTWARE DEVELOPER stating that SOFTWARE DEVELOPER does not believe there has been a Default, or if the SOFTWARE DEVELOPER does not cure its default with respect to non-payment of escrow fees to the ESCROW AGENT, the ESCROW 4 AGENT is authorized and directed to deliver the Source Code to the SOFTWARE USER. 2.3 In the event that the ESCROW AGENT becomes insolvent, makes a general assignment for the benefit of creditors, or suffers or permits the appointment of a receiver for its business, where its assets become subject to any proceeding under any insolvency law, domestic or foreign, or has wound up or liquidated its business, the ESCROW AGENT shall notify the SOFTWARE USER of the occurrence and shall send the SOFTWARE DEVELOPER the ESCROW AGENT'S copy of the Source Code and Documentation as defined in section 1.2 A. 3.0 DISPUTES 3.1 If the SOFTWARE DEVELOPER files the affidavit in response to the Notice of Default disputing the existence of any default, ESCROW AGENT will not release the source code until it receives joint instructions from the SOFTWARE DEVELOPER and SOFTWARE USER, a court order, or binding arbitration award. Both parties agree that the ESCROW AGENT is directed to act in accordance with the determination and to be entirely protected from any adverse results of such actions even if a court should later determine their rights differently from the arbitrators or find some fault with the arbitration process. 4.0 PAYMENT AND INDEMNIFICATION OF THE ESCROW AGENT 4.1 The ESCROW AGENT shall be entitled to payment for his services in accordance with Exhibit B, attached hereto and entitled "PRICE SCHEDULE." That attachment exhibit shall set forth both the ESCROW AGENT'S fees as escrow agent and also, should the ESCROW AGENT be called upon to conduct meetings and/or to act as arbitrator, the fees for those services as well. SOFTWARE DEVELOPER and the SOFTWARE USER agree that all fees payable to the ESCROW AGENT, under the arbitration arrangement, shall be split equally between them, otherwise each shall pay their respective fees as listed on Exhibit B. ESCROW AGENT shall not be required to perform any service, including release of any Deposit Materials, unless the payment for such service and any outstanding balances owed to ESCROW AGENT are paid in full. Initial fees are due upon receipt of a signed contract or receipt of the Deposit Materials whichever is earliest. 5 The ESCROW AGENT shall not be obligated or required to examine or inspect the Source Code or any of the additions. The ESCROW AGENT'S obligation shall be limited to providing the same degree of care for the Source Code as he maintains for his valuable documents and those of his customers lodged in the same location. The ESCROW AGENT shall be protected in acting upon any written notice, request, waiver, consent, receipt, or other paper or document furnished to him not only in assuming its due execution, but also as to the truth of any information contained therein. 5.0 OWNERSHIP OF SOURCE MATERIAL 5.1 The legal owner of the tangible medium comprising the escrowed Source Code, but not the Source Code itself nor the documentation and other information embodied in such tangible medium, shall be ESCROW AGENT as soon as such material is received at ESCROW AGENT at all times until the Source Code is returned to SOFTWARE DEVELOPER, subject only to the claims of SOFTWARE DEVELOPER and SOFTWARE USER herein. 5.2 ESCROW AGENT, SOFTWARE DEVELOPER and SOFTWARE USER recognize and acknowledge that ownership of the Source Code itself and any programmer documentation (together with all copyright rights and proprietary rights therein) shall remain with SOFTWARE DEVELOPER at all times. 6.0 TERMINATION 6.1 If a copy of the Source Code is delivered to the SOFTWARE USER pursuant to the Notice of Default procedures set forth herein, ESCROW AGENT'S duties with respect to such Source Code shall terminate on the date of such delivery. In the event the Source Code delivered to SOFTWARE USER includes all licensed Programs identified in Form 1.1, this Agreement shall also terminate on the date of such delivery. This Agreement may also be terminated by the SOFTWARE DEVELOPER three (3) months from the date of termination or expiration of the License Agreement. In such an event the SOFTWARE DEVELOPER may obtain the return of the Source Code by furnishing the ESCROW AGENT with a written notice of termination or expiration. Such written notice to ESCROW AGENT must be signed by both SOFTWARE DEVELOPER and SOFTWARE USER. 6 6.2 ESCROW AGENT shall be permitted to terminate this Escrow Agreement and return the Source Code to SOFTWARE DEVELOPER for non-payment of its fee upon providing thirty -days written notice to SOFTWARE USER and SOFTWARE USER'S failure to cure such default. 7.0 GENERAL 7.1 Except as provided in this Agreement, ESCROW AGENT agrees that it shall not divulge or disclose or otherwise make available to any third person whatsoever, or make any use whatsoever of the Source Code without the express prior written consent of SOFTWARE DEVELOPER. 7.2 ESCROW AGENT shall not, by reason of its execution of this Agreement, assume any responsibility or liability for any transactions between SOFTWARE DEVELOPER and SOFTWARE USER other than for the performance of its obligations with respect to the Source Code held by it in accordance with this Agreement. The party on whose behalf, or pursuant to whose directions ESCROW AGENT acts, shall, indemnify and hold harmless ESCROW AGENT from any and all liability, damage, costs or expenses, including reasonable attorney's fees, which may be sustained or incurred by ESCROW AGENT as a result of taking of such action. 7.3 ESCROW AGENT HEREBY DISCLAIMS THE UNIFORM COMMERCIAL CODE IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY AND ALL OTHER WARRANTIES OF ANY NATURE OR KIND. 7.4 ESCROW AGENT'S liability to SOFTWARE DEVELOPER and SOFTWARE USER shall be limited to the safe return of the Source Code to whichever is entitled to it by agreement between them, or pursuant to Article 2.0 of this Escrow Agreement. In no event shall ESCROW AGENT be liable for consequential or other damages to either SOFTWARE DEVELOPER or SOFTWARE USER. Damages shall be limited to (i) replacement of this Source Code media (e.g., blank tapes, cards or disks) and (ii) the sum of all escrow fees previously paid by SOFTWARE USER and DEVELOPER under the terms of this Escrow Agreement. 7.5 This Escrow Agreement shall not be waived, amended, or modified except by written agreement of all of the parties hereto. Any invalidity in whole or in part of 7 any provision of this Escrow Agreement will not affect the validity of any of its other provisions. 7.6 All notices required to be given hereunder shall be in writing and shall be given by certified or registered mail, return receipt requested, to the parties at their respective addresses as indicated in this agreement or to such other address that shall be specified in writing in a notice to all of the other parties. 7.7 This Escrow Agreement shall be governed by the laws of the State of Ohio. 8 ACKNOWLEDGED AND ACCEPTED NATIONAL SOFTWARE ESCROW, INC. ("ESCROW AGENT") Addre s<-8225 lrecksville Road, Building 3, Suite 105, Brecksville, Ohio 44141 To thiAttention of- By: ( � ; (% Title: 72-64_,i 47 REPORTING SYSTEMS, INC. ("SOFTWARE DEVELOPER") ( St Address:,,861Coho Way, #307, Bellingham, WA 98225 To the Attention of: By: Title: 9 SOFTWARE SOURCE CODE IDENTIFICATION AND CERTIFICATION ESCROW FORM 1.1 The undersigned "SOFTWARE DEVELOPER" hereby identifies the following Source Code contained within the package to which this document is attached and certifies to its completeness and accuracy for Escrow Agreement Number 6512. Program -dY7e - jc1 Rj!'alz-T/10Er __I -v.51 -0w; REPORTING SYS 1'EMS, INC. ("SOFTWARE DEVELOPER") By: Title: ��u�•r��h-�' Date: G - 2' - 2-0 04 10 ADDITIONAL "SOFTWARE USER" REGISTRATION ESCROW FORM 2.1 1. The "SOFTWARE DEVELOPER" listed below, having established Software Escrow Agreement #6512 with NATIONAL SOFTWARE ESCROW, INC., ('ESCROW AGENT"), hereby designates the following organization as an additional party ("SOFTWARE USER") to that Escrow Agreement: Company Name : 6 y of 9a/C H'l� Street Address : 1 2 cl N. Z � 54 -- City, State, Zip : k, evIu LAM g890 Attention of ,ck )' ,Johv% , ES MAetc.,�,, Phone CC) q - 5 "75% C,0$5) Source Licensed: NSE should invoice Developer User 2. The "SOFTWARE DEVELOPER" grants the "ESCROW AGENT" the irrevocable right to copy or reproduce the "SOURCE CODE" being held under the terms of this Escrow Agreement, to be used only for the completion of the terms of this Escrow Agreement, should the need occur. 3. The "SOFTWARE DEVELOPER" by signing below, authorizes the "ESCROW AGENT" to issue a copy of the Escrow Agreement to the above named "SOFTWARE USER", granting all protection contained in the original agreement. REPORTING SYSTEMS, INC. NATI SOFTWARE DEVELOPER By: A_ Title: Title: Date: 6n -'Z `Ji ZO O-( ESCR OFTWARE ESCROW, INC. WjpyNT By:r-/-)Ct Title: 7_,/,c,`,/,_,/ Date: 7/9/ y 11 ITEM TITLE: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. / For Meeting Of /0- / 9-o`f Resolution to Authorize a Computer Systems Service Agreement for Regional Fire and Emergency Medical Records System Services as a Sole Source. SUBMITTED BY: Dennis Mayo, Fire Chief jJkry i CONTACT PERSON /'TELEPHONE: Brian Schaeffer, Deputy Fire Chief - 575-6079 Rick Pettyjohn, Information Systems Mgr - 575-6098 SUMMARY EXPLANATION: The City has been participating in a Fire Records System Committee during the last two years. The members of this committee are the City of Yakima, the City of Union Gap, the City of Selah, the East Valley Fire District, and Fire District Five (the lower valley). The purpose of this committee was to locate a fire and emergency medical records system that could serve as a regional reporting system to facilitate record sharing and a regional approach to research and investigation. The committee received proposals from three vendors. After thorough analysis and demonstrations, the committee members decided that none of the proposed systems provided an adequate solution. The committee further determined that a web -based, remote -access service would best fit the regional requirements and would eliminate the need for one of the fire departments to maintain the computer server, communications, and security necessary to provide the regional services. (Summary Explanation continued on next page) Resolution XX Ordinance Other (Specify) Contract XX Mail to (name and address): Dave Adams, President Reporting Systems, Inc.,851 Coho Way, Suites #307, Bellingham, WA 98225 Phone: (360) 647-6003 Funding Source General Fun APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: Adopt Resolution BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2004-163 After further research, the committee identified Reporting Systems, Inc. (RSI). RSI provides fire and emergency medical records system services over the internet. The committee members tested the system and found it to be very easy to understand and use. Because the system is available over the internet, access is extremely flexible. As currently available, the RSI system meets the vast majority of the committee's requirements. RSI has agreed to make some specific changes to the system for the Yakima fire districts and will write an interface to the City's computer aided dispatch system to automatically load information into the records system from the dispatch system. RSI provides their system services from the Bellingham Fibercloud Data Center. This data center is a highly secure and redundant facility that provides the computer and communications services. The other four members of the committee have signed agreements with RSI. The agreement between the City of Yakima and RSI is a five-year agreement with an annual service cost of $4,752 plus a $350 annual software escrow service cost for a total services cost of $25,510. Annual increases are restricted to the lesser of the All Urban Consumer Price Index or 5%. In addition to the service costs, there is a one-time startup fee of $1,250 and a $5,000 one-time programming services cost to write an interface to the City's computer aided dispatch system. The total contract cost is $31,760. The City's computer aided dispatch vendor will program the dispatch side of the interface between the two systems. The estimated cost for this portion of the interface is $15,000. The other fire departments have agreed to reimburse the City of Yakima for their share of the escrow fees and the interfaces. This reimbursement will be based on the number of stations and will reduce the City's cost by approximately $10,000. The City is currently drafting the appropriate agreements with each of the other fire districts. These agreements should be completed within the next thirty days. These costs are very reasonable. The other proposals received ranged from a license fee of $127,713 plus an annual maintenance cost of $28,714 to a license fee of $545,770 and an annual maintenance cost of $58,624. These other systems would have also required a substantial investment in computer and communications hardware and services. This agreement is the culmination of nearly two years of effort by the members of the Fire Records System Committee. This effort is an excellent example of multiple government agencies working together to provide a regional solution that provides both a cost savings and better service for the citizens of Yakima county. This effort is continuing. The committee is standardizing coding county -wide and is working with the fire inspectors to further standardize inspection methods and codes. CITY OF SELAH 115 WEST NACHES AVENUE SELAH, WASHINGTON 98942 Office of City Manager City of Yakima 129 North 2nd Street Yakima, WA 98901 From: City of Selah November 23, 2004 Re: Informations System Agreement )0 X004 PHONI 509-698-7326 PA 509-698-7338 At their November 9th Council Meeting, the City Council authorized the Mayor to sign an Information Services Agreement with the City of Yakima. Enclosed please find a copy of that resolution and the agreement signed and date by Mayor Bob Jones. We will appreciate receiving a copy of the signature page of this document when it is duly signed by Mr. Zais. Thanks. '‘wiiR)sfis RESOLUTION NO. /5 6 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AN INFORMATION SYS 'EMS SERVICES AGREEMENT WITH THE CITY OF YAKIMA. WHEREAS, the City of Selah wishes to enter into a Information Systems Services Agreement with the City of Yakima, and WHEREAS, the City of Yakima will interface to the Computer Aided Dispatch system to transfer incident data from CAD to our contracted records system management contractor, the Emergency Records Systems of Bellingham, Washington; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SELAH WASHINGTON that the Mayor of the City of Selah be authorized to sign an Information Systems Services agreement with the City of Yakima. A copy of this agreement is attached and incorporated as shown. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF SELAH WASHINGTON, this 9th day of November 2004. ATTEST - Dale . ovobie ' ler Treasurer APPROVED AS TO FORM: 1 ol5 Noe, CityA rriey Y i RESOLUTION NO. /5-4 0 Robert L. Jone ayor CITY OF YAKIMA INFORMATION SYSTEMS SERVICES AGREEMENT THIS INFORMATION SYSTEMS SERVICES AGREEMENT (hereinafter "Agreement"), is made and entered into by and between the CITY OF YAKIMA, Washington, a municipal corporation (hereinafter "City"), and the City of Selah, Washington a Washington municipal corporation (hereinafter the "User Agency"). The purpose of this Agreement is to define the scope of services contracted by the User Agency from the City, set forth the compensation to be paid by the User Agency for such services, and enumerate other related provisions that contribute to the mutual benefit of the parties to this Agreement. WHEREAS, the User Agency desires Information Systems Services as described in the Appendix to this Agreement; and WHEREAS, the City of Yakima possesses the necessary resources to provide the Information Systems Services to the extent described in this Agreement and is willing to do so according to the terms and conditions contained herein; NOW, THEREFORE, in consideration of mutual promises contained herein and the mutual benefits to be derived hereunder, the parties agree as follows: A. THE CITY OF YAKIMA WILL: 1. Implement and maintain the services described in the Appendix to this Agreement. 2. Give the User Agency at least seven (7) days' advance written notice of any change in operation, computer hardware, or software that may foreseeably adversely affect the User Agency, excluding normal upgrades of the operating system or software and excluding emergency operational requirements. 3. Use a reasonable standard of care to insure the security of User Agency data, which shall be no less than the precautions the City of Yakima uses to protect its own confidential information. B. THE USER AGENCY WILL: 1. Provide and maintain any additional computer hardware and/ or software necessary for the operation the system(s) described in the Appendix Page. 1of7 beyond the hardware explicitly provided by the City of Yakima pursuant to this Agreement. All such equipment and/or software must be approved by the City of Yakima prior to cormection to the system, which approval will not be unreasonably withheld. 2. Provide any hardware deemed necessary by the City of Yakima to protect the City of Yakima's computer equipment from potential damage caused by the User Agency's hardware. 3. Provide security for criminal record information and/or private, personal, or confidential information contained in the services being provided. C. EFFECTIVE DATE & TERMINATION 1. The effective date of this Agreement will be January 1, 2005. This Agreement shall continue in duration until terminated by either party in accordance with Section (C)(2) of this Agreement. 2. This Agreement may be terminated by either party, with or without cause, by giving written notice to the other party at least sixty (60) days in advance of the intended date of termination. D. CHARGES & BILLING 1. For the first year of this Agreement, the fees for the Information Systems Services shall be in accordance with the attached Appendix. 2. Prior to October 1St of each year during the term of this Agreement, the City shall provide notice in writing to the User Agency of the fee that will be charged during the subsequent year for the services identified in the Appendix. Fees will be billed on January 1St. The User Agency's fee will equal the number of the User Agency's reporting stations multiplied by the result of the following equation: (Direct Costs + Administrative Fees) / Total Number of Reporting Stations of All Participating Agencies. 3. The User Agency may request additional services beyond those described in the Appendix. In such event, the City Manager (or his designee) is authorized to negotiate a mutually agreeable sum for such additional services. A description of the additional services and consideration shall be reduced to writing in a document signed by the parties. This document shall be made an addendum to this Agreement. Page 2 of 7 4. The User Agency will pay the full amount of the City's invoice within thirty (30) days of receipt. In the event that either party terminates this Agreement under Section C(2), the City shall be compensated on a pro - rata basis for all services provided to the User Agency under this Agreement up to the effective termination date. E. LIABILITY OF THE CITY OF YAKIMA The City of Yakima shall not be liable to the User Agency, its elected officials, officers, employees, and agents for failure to provide, or delays in providing, services herein, if due to any cause beyond the City of Yakima's control, such as, but not limited to, power outage, fire, water, energy shortages, failure of its communications or computer hardware or operating system, natural disaster, or inability to provide or continue to provide the agreed upon services due to a court ruling or other legal action adverse to the City of Yakima or this Agreement. F. INDEMNIFICATION/PROMISE NOT TO SUE 1. The User Agency agrees to hold harmless, indemnify, protect, and defend the City, its elected officials, officers, employees, and agents from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) that result from or arise out of the sole negligence or intentionally wrongful acts or omissions of the User Agency, its elected officials, officers, employees, and agents in connection with or incidental to the performance or non- performance of this Agreement. 2. In the event that the officials, officers, agents, and/or employees of both the City and the User Agency are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). 3. Nothing contained in this Section or this Agreement shall be construed to create a liability or right of indemnification in any third party. G. TERMS TO BE EXCLUSIVE The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement. In the event the User Agency issues a purchase order, memorandum, specifications, or other instrument covering the services herein provided, such purchase order, memorandum, specifications, or instrument is Page 3 of 7 for the User Agency's internal purposes only and any and all items and conditions contained therein, whether printed or written, shall be of no force or effect. Except as herein expressly provided to the contrary, the provisions of this Agreement are for the benefit of the parties hereto solely and not for the benefit of any other person, persons, or legal entities. H. REPRESENTATIONS & WARRANTIES 1. The User Agency acknowledges that it has not been induced to enter into this Agreement by any representation or statements, oral or written, not expressly contained herein or expressly incorporated by reference. 2. The City of Yakima makes no representations, warranties, or guaranties, express or implied, other than the express representations, warranties, and guaranties contained in this Agreement. I. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the City of Yakima and the User Agency. J. ASSIGNMENT This Agreement may not be assigned by either party hereto without the prior written consent of the other party. K. TIME IS OF THE ESSENCE Time and the punctual performance of each and all of the terms, provisions, and conditions of this Agreement are of the essence. L. NON -WAIVER The waiver by the User Agency or the City of the breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party thereafter enforcing any such provision. Page 4 of 7 M. SURVIVAL Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this agreement and shall be binding on the parties to this Agreement. N. WRITTEN NOTICE All notices required by or sent under this Agreement shall be in writing, shall be delivered personally to the recipient, or sent by means of certified mail with full postage prepaid, return receipt requested. Any written notice hereunder shall become effective as of the date of when mailed or personally delivered. Notices to the City of Yakima shall be delivered to the Yakima Communications Manager at 200 South 3rd Street, Yakima, Washington 98901 and notices to the User Agency shall be delivered to O. SEVERABILITY 1. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 2. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. P. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Q. VENUE The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. R. AUTHORITY The person executing this Agreement on behalf of the User Agency represents and warrants that he or she has been fully authorized by the governing body of the Page 5 of 7 APPENDIX CITY OF YAKIMA INFORMATION SYSTEMS SERVICES AGREEMENT Emergency Reporting Systems Fire Records System The City of Yakima shall provide. 1) An interface to the Computer Aided Dispatch System (CAD) to transfer the incident data from CAD to the ERS records system. 2) An agreement with Hitech Systems, Inc and Emergency Reporting Systems for maintenance of the Interface. 3) An Escrow account to contain the software associated with the RSI Fire Records system. 4) The in-house resources necessary to ensure the system continues to operate within the limitations set forth by the system providers. In consideration of these services the City shall receive compensation in the following amounts: Primary Participating Agencies: Year One of the Agreement: (To be billed January 1, 2005) Fire District # 2, Selah Fire District # 4, East Valley Fire District # 5, Lower Valley Fire District # 12, West Valley Union Gap Fire Department $2361.11 $2361.11 $2361.11 $2361.11 $2361.11 Subsequent years shall be determined in accordance with Section D (2) of this Agreement. Additional Participating User Agencies: Additional User Agencies that wish to enter into an Agreement with the City of Yakima for Emergency Reporting Systems Fire Records Interface will be billed based on the following schedule for the First Year of the Agreement: Number of Incidents per Year First Year of Agreement 1-100 $50 101-500 $100 501-1000 $150 Above 1000 $200 Subsequent years shall be determined in accordance with Section D (2) of this Agreement. Page 7 of 7 User Agency to execute this Agreement on its behalf and to legally bind the User Agency to all the terms, performances and provisions of this Agreement. S. RECORDING OF AGREEMENT A copy of this Agreement shall be recorded with the Yakima County Auditor CITY OF YAKIMA R. A. Zais, Jr., City Manager Date: l/- a9 -©`f' USER AGENCY ATTEST: City Clerk City Contract No. Add`% /Z/ Page 6 of 7 Print Name: Robert L. .nes Title: Mayor Date: November 9, 2004