HomeMy WebLinkAboutStaff Report 2408-3351CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Monday, October 21, 2024
Council Chambers & Hybrid
5:30 PM
Agenda Item
8.Approval of Contract Amendment No. 3 to Contract No. S18171325 with ESO Solutions
for a 5-Year Extension, Increasing the Total Not-to-Exceed (NTE) Amount by $150,007 to
$277,155 for the Fire Department's Records Management System (RMS) and Electronic
Patient Care Reporting (ePCR) Software; CEQA Status: Not a Project
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: IT Department
Meeting Date: October 21, 2024
Report #:2408-3351
TITLE
Approval of Contract Amendment No. 3 to Contract No. S18171325 with ESO Solutions for a 5-
Year Extension, Increasing the Total Not-to-Exceed (NTE) Amount by $150,007 to $277,155 for
the Fire Department's Records Management System (RMS) and Electronic Patient Care
Reporting (ePCR) Software; CEQA Status: Not a Project
RECOMMENDATION
Staff recommends that City Council approve and authorize the City Manager or their designee
to execute Amendment No. 3 Contract S18171325 with ESO Solutions Inc. (Attachment A) for
Fire Department Operations and Response Management Platform in an amount not-to-exceed
(NTE) $151,007 and extend for an additional 5-years through September 29, 2029. This
amendment results in a NTE total amount of $277,155.
BACKGROUND
The initial Contract No. S18168886 was awarded under PAMC 2.30.360(i) for a one-year term
from July 10, 2017, to June 30, 2018, with a total value of $7,995. This project aimed to
transition the Palo Alto Fire Department (PAFD) from paper-based patient care reports (PCR) to
an electronic format, aligning with County, State, and National reporting mandates.
Following this, Contract No. S18171325 was awarded under PAMC 2.30.360(d) due to the
absence of alternative sources, with a three-year term from September 30, 2018, to September
30, 2021, totaling $45,000. Amendment no. 1 extended this contract to September 29, 2024,
with a revised NTE amount of $116,148. Subsequently, Amendment no. 2 allocated an
additional $10,000 for optional EHR add-on software and increased reporting services, bringing
the NTE value to $126,148.
ANALYSIS
The Palo Alto Fire Department (PAFD) seeks approval for Amendment No. 3 to Contract No.
S18171325, extending it by five years through September 29, 2029, and increasing the
contract's NTE value by $151,007, totaling $277,155. This extension will ensure continued
access to ESO’s Records Management System (RMS) and Patient Care Reporting (ePCR)
software, which are integral to the City's Computer-Aided Dispatch (CAD) system. These tools
are essential for maintaining Electronic Health Records (EHR) and National Fire Incident
Reporting (NFIR) data. Despite exploring alternatives, ESO remains the most cost-effective
option, with significantly lower recurring costs and fewer transition expenses.
Following the amendment to the current contract (Amendment 2 term), the PAFD/ITD had
committed to Purchasing to initiate a Request for Proposal (RFP) process for a new contract.
City reached out to three vendors—ESO, HealthEMS, and ImageTrend Elite. After comparing
quotes, staff found ESO to be the most cost-effective option. Switching to ImageTrend Elite or
HealthEMS would incur significant additional costs in the first year ($47,523 and $48,608
respectively) and higher annual increases (ESO: 5%, HealthEMS: 6%, ImageTrend Elite: 7%).
Transitioning to a new vendor would involve significant expenses for initial setup, data
migration, and employee training. Given the cost efficiency and PAFD's satisfaction with ESO,
staff recommend continuing the partnership with ESO Solutions, Inc.
ESO provides the most cost-effective solution, with the following annual costs:
o Year 1: $27,779
o Year 2: $28,591
o Year 3: $30,020
o Year 4: $31,521
o Year 5: $33,098
The contract includes a not-to-exceed amount of $10,000 for the performance of any Add-on
Software and/or increased reporting services. The total compensation for the Master
Subscription and License Agreement services, including Add-on Software, will not exceed
$277,155 over the contract term.
Based on operational disruption to the Fire Department, staff executed an exemption from
competitive solicitation under PAMC 2.30.360(b)(2) due to the impracticality of soliciting new
vendors, given the high costs and potential risks involved.
FISCAL/RESOURCE IMPACT
Funding for this contract amendment in FY 2025 is within budgeted levels adopted by the City
Council, no additional funding is requested.
The Information Technology Department is funded by an internal service fund. Approximately
45% of the department is General Fund funded with the remaining 55% funded by Enterprise
and special revenue funds. The cost for this contract is allocated directly to the Fire Department
in the General Fund.
STAKEHOLDER ENGAGEMENT
The services were coordinated with internal stakeholders and the vendor. The Information
Technology Department (ITD) met with PAFD to evaluate their business needs and documented
their must-have features. ITD evaluated alternative solutions, but they would incur significantly
higher initial setup and ongoing expenses. Given ESO’s cost-effectiveness and staff’s satisfaction
with its performance, ESO remains the preferred choice.
ENVIRONMENTAL REVIEW
The approval of this contract is exempt from review under the California Environmental Quality
Act (CEQA) under CEQA Guidelines section 15061(b)(3) because it can be seen that there is no
possibility that the activity in question may have a significant effect on the environment.
ATTACHMENTS
Attachment A: ESO Solutions Contract S18171325 Amendment No. 3
APPROVED BY:
Darren Numoto, Chief Information Officer
(CONTRACT EXTENSION) AMENDMENT NO. 3 TO
MASTER SUBSCRIPTION AND LICENSE AGREEMENT
BETWEEN THE CITY OF PALO ALTO AND ESO SOLUTIONS, INC.
(PALO ALTO CONTRACT # S18171325)
This Amendment No. 3 (this “Amendment”) to Master Subscription and License Agreement (the
“Agreement” as defined below) is made and entered into as of September 23, 2024 (the “Effective Date”)
by and between ESO Solutions, Inc., a Texas corporation having its principal place of business at 11500
Alterra Parkway, Ste 100, Austin, TX 78758 (“ESO”), and the City of Palo Alto, having its principal place
of business at 250 Hamilton Ave., Palo Alto, CA 94301 (“Customer”), (each a “Party” and collectively the
“Parties”).
R E C I T A L S
WHEREAS, the Agreement (as defined below) was entered into by and between the Parties for the
provision of software services, as detailed therein; and
WHEREAS, the Parties entered into Amendment #1 in order to extend the term through September 29, 2024
and increase the amount of the Agreement accordingly, as detailed therein; and
WHEREAS, the Parties entered into Amendment #2 in order to allocate a budget in the amount of
Ten Thousand Dollars ($10,000) for optional Electronic Health Record (EHR) Add-on Software application(s)
subscription and increased Reporting Services, as detailed therein
WHEREAS, the Parties now wish to amend the Agreement to extend a 5-year software extension
subscription for the term through September 29, 2029 with an additional One Hundred Fifty-One Thousand
Seven Dollars and Zero Cents ($151,007) increase compensation value of the Agreement accordingly, as
detailed herein;
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, Customer and ESO mutually agree as follows:
1. Definitions. The following definitions shall apply to this Amendment:
a Agreement. The term “Agreement” shall mean the Master Subscription and License
Agreement effectively dated September 30, 2018 between Customer and ESO, as amended
by:
• Amendment No. 1, dated July 27, 2021
• Amendment No. 2, dated March 6, 2023
b Other Terms. Capitalized terms used and not defined in this Amendment shall have the
meanings assigned to such terms in the Agreement.
2. The second sentence of the first paragraph of the Agreement is hereby amended to read as follows:
“This Agreement hereby attaches and incorporates herein the following documents by reference as
Docusign Envelope ID: 89DE245A-C133-4998-91C6-9CE10CF8EBFA
though fully set forth herein: the General Terms & Conditions, Exhibit A-1, Exhibit A-1b, Exhibit A-
1c, and Exhibit A-1z (collectively, the “Software Schedules”), EHR Schedule of Rates), Exhibit B
(“Support Services Addendum”), and Exhibit C (“HIPAA Business Associate Addendum”).”
3. Section 5.6 of the Agreement is hereby amended to read as follows:
“5.6 Optional Add-on Software or increased Reporting Services Provision (This provision applies,
only if needed by Customer, for Add-On Software subscription or increased tier Reporting Services
fees. The budget will allocate additional funding to Exhibit A-1z.)
In addition to recurring compensation specified in Exhibit A-1(b&c), Customer has set aside the not-to-
exceed compensation amount of Ten Thousand Dollars ($10,000) for the performance of any Add-on
Software and/or increased Reporting Services (as defined in Exhibit A-1, Exhibit A-1b, Exhibit A-1c,
Exhibit A-1zz). The total compensation for performance of the Master Subscription and License
Agreement services and Add-on Software, shall not exceed Two Hundred Seventy-Seven Thousand
One Hundred Fifty-Four Dollars and Ninety Cents ($277,154.90), as detailed in Exhibit A-1z,
Amendment No. 3.
ESO will provide optional “Add-on Software application only by advanced written authorization from
the Customer, which shall be incorporated as a part of this Agreement.”
4. Exhibit A-1z to the Agreement, entitled “EXHIBIT A-1z MASTER FEE SUMMARY, AMENDMENT
NO. 2” is hereby deleted and replaced in its entirety with Exhibit A-1z, as attached to this Amendment,
entitled “EXHIBIT A-1z MASTER FEE SUMMARY, AMENDMENT NO. 3 (AMENDED,
REPLACES PREVIOUS),” which is hereby attached and incorporated into this Amendment and into the
Agreement in full by reference.
5. Legal Effect. The Parties agree that the terms and conditions of this Amendment modify the terms and
conditions contained in the Agreement. Except as modified in this Amendment, all other terms and
conditions of the Agreement shall remain in full force and effect. Taken together this Amendment and
the Agreement (including exhibits) constitute the entire agreement between the Parties regarding the
subject matter contained collectively herein.
6. Counterparts; Execution. This Amendment may be executed by the Parties individually or in any
combination, in one or more counterparts, each of which shall be an original and all of which shall
together constitute one and the same agreement. Execution and delivery of this Amendment by the
Parties shall be legally valid and effective through: (i) executing and delivering the paper copy of the
document, or (ii) creating, generating, sending, receiving or storing by electronic means this
Amendment, the execution of which is accomplished through use of the DocuSign® electronic process.
7. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully
incorporated herein by this reference.
(REFER TO SIGNATURE PAGE ON NEXT PAGE)
Docusign Envelope ID: 89DE245A-C133-4998-91C6-9CE10CF8EBFA
IN WITNESS WHEREOF, the undersigned expressly agree and warrant that they are authorized to sign and enter into this Amendment on behalf of the Party for which they sign and have executed this Amendment
as of the Effective Date first written above.
ESO:
______________________________________________ [Signature] ______________________________________________
[Printed Name] ______________________________________________ [Title] ______________________________________________ [Date]
CUSTOMER: ______________________________________________ [Signature] ______________________________________________ [Printed Name] ______________________________________________ [Title] ______________________________________________ [Date] AS TO FORM: ______________________________________________ [Signature] ______________________________________________ [Printed Name] ______________________________________________ [Title] ______________________________________________ [Date]
Docusign Envelope ID: 89DE245A-C133-4998-91C6-9CE10CF8EBFA
Robert Munden
Chief Legal & Compliance Officer
9/23/2024
Buyer
Philip Mai
Ed Shikada
EXHIBIT A-1z MASTER FEE SUMMARY, AMENDMENT NO. 3 (AMENDED, REPLACES PREVIOUS)
Fee Summary: All Fees (Less Discounts) by Exhibit, Fee Type and Contract Year*
Exhibit A-1 Exhibit A-1b
Contract Year** Recurring Fees One-time Fees Recurring Fees One-time Fees Per-Year Subtotals
Contract Year 1 $ 9,665.88 $ 7,725.00 [$ 7,994.30***] -- $ 17,390.88 (Paid)
Contract Year 2 $ 9,955.86 -- $ 8,234.13 -- $ 18,189.99 (Paid)
Contract Year 3 $10,254.53 -- $ 8,481.15 -- $ 18,735.68 (Paid)
Contract
Year 4 partial
-- -- $ 2,183.91 -- $ 2,183.91
(Paid)
Subtotal (years 1-4) $29,876.27 $ 7,725.00 $18,899.19 -- $ 56,500.46 (Paid)
Amendment No. 1,
Including Exhibit A-1b Contract Year 1 recurring fee (paid)
$7,994.30***
$64,225.46***
(Paid)
Exhibit A-1c
Recurring Fees One-time Fees -- -- Per-Year Subtotals
Contract Year 5
(9/30/21 - 9/29/22)
$19,297.76 -- -- -- $19,297.76 (Paid)
Contract Year 6
(9/30/22 - 9/29/23)
$19,876.69 -- -- -- $19,876.69
(Paid)
Contract Year 7 (9/30/23 – 9/29-
2024)
$20,472.99 -- -- -- $20,472.99 (Paid)
Subtotal (years 5-7) $59,647.44 -- -- -- $59,647.44
(Paid)
Amendment No. 2 (optional)
Added-on Software or increased Reporting Services,
$10,000 budget
Amendment No. 3
Additional 5-yr Extension Fee for Volume Incidents
ESO EHR
(Up to
11,604)
ESO Inspections
(up to 11,604)
ESO Properties
(up to 11,604)
ESO Fire
Incidents
(up to 11,604)
Telestaff
integration
(up to 11,604)
SUB-TOTAL
(i) Contract Year 8 (9/30/24 - 9/29/25) $19,239 $249.83 $299.75 $5,995 $1,995 $27,778.58
(ii) Contract Year 9
(9/30/25 - 9/29/26)
$20,200.95 -- -- $6,294.75 $2,094.75 $28,590.45
(ii) Contract Year 10
(9/30/26 - 9/29/27)
$21,211 -- -- $6,609.49 $2,199.49 $30,019.97
(ii) Contract Year 11 $22,271.55 -- -- $6,939.96 $2,309.46 $31,520.98
Docusign Envelope ID: 89DE245A-C133-4998-91C6-9CE10CF8EBFA
(9/30/27 - 9/29/28)
(ii) Contract Year 12
(9/30/28 - 9/29/29)
$23,385.13 -- -- $7,286.96 $2,424.93 $33,097.02
Total not-to-exceed amount of the Agreement (years 1-7)
(Paid) = $7,994.30 of year 1 and $80,269.33 [Amendment No.1] amending services
of year 5-7, recurring total fees under Exhibit A-1(b&c) during Contract Year 1- 6)***
$116,147.90
(Paid)
Amendment No. 2
(Optional) Add-on Software $10,000.00****
Amendment No.3
(i)(ii), Total not-to-exceed amount of the Agreement for 5-yr extension (Years 8-
12)
$151,007.00
Maximum (including any Add-on Software or increase Reporting Service)
Total not-to-exceed amount of the Agreement (years 1-12) $277,154.90
* Notwithstanding the foregoing, any Overages, as defined in Section 5.5 (“Audit Rights”) of the Agreement, shall be
addressed as provided for in the applicable Software Schedule.
**Contract Years are defined as provided for in the applicable Software Schedule.
*** The $7,994.30 recurring fee under Exhibit A-1b Contract Year 1 is paid. It is noted here but not included in any
calculations except the last sum at the bottom of the table above, provided for informational purposes.
**** Allocated budget set aside for Optional Add-on Software and Reporting Services fee is under Exhibit A-1zz
(Paid) The rendered service fee has been paid.
(i) The Agreement between ESO, Eagle County Health Service District and Public Safety Association, Inc., effective
August 21, 2023, (the Master Agreement) shall govern the Terms and Conditions of this Quote (and upon the expiration
or termination of the Master Agreement, ESO’s then-current terms and conditions for such products (as indicated at
www.eso.com) shall apply
(ii) The parties acknowledge and agree that the term of this Agreement (the 'Term') shall have an effective
(Subscription Start Date) of September 30, 2024 and continue for the period of five (5) years renewing on the
anniversary of the Subscription Start Date (Annual Subscription Date)
[With respect to the] The Term of Services for ESO Properties and Inspections (listed herein) annual Recurring Fees shall be invoiced on a prorate basis from September 30, 2024 through October 31, 2024 (Initial Term). Thereafter, ESO
Properties and Inspections shall automatically terminate after the initial Term; and The Fees, except in the instance of
(Overages), for the Services ordered herein shall be invoiced annually and due on the Annual Subscription Date as
follows:
a. Year One (9/30/24 - 9/29/25) - $27,778.58
b. Year Two (9/30/25 - 9/29/26) - $28,590.45
c. Year Three (9/30/26 - 9/29/27) - $30,019.97
d. Year Four (9/30/27 - 9/29/28) - $31,520.98
e. Year Five (9/30/28 - 9/29/29) - $33,097.02
EHR Product Description ESO EHR Patient care reporting suite for ALS and Transport EMS agencies, includes EHR web and mobile client, Quality Management, Basic Personnel Management, Insights Reporting Tool, Analytics, Patient Tracker. Allows for unlimited users, unlimited mobile applications, live support, state and federal data reporting, ongoing weekly web training, software updates and upgrades. FIRE
Docusign Envelope ID: 89DE245A-C133-4998-91C6-9CE10CF8EBFA
Product Description
ESO Fire Incidents Includes Auto EHR-import or Auto-CAD import, federal NFIRS data reporting, software updates and upgrades.
Telestaff Integration Integration with Telestaff Rostering to place staff on the appropriate calls.
ESO Inspections Includes the ability to manage multiple code sets, using those to developed customized Check-lists for inspections. The application allows you to schedule, manage, execute and finalize inspections as well as reschedule any required follow up inspections. ESO Properties Includes CAMEO integration, Pre-Plan view. Stores property and occupant history (presence of chemicals and tanks, Incidents, and previous inspections).
Docusign Envelope ID: 89DE245A-C133-4998-91C6-9CE10CF8EBFA