HomeMy Public PortalAbout060-2021 - Fire - ESO Soutions, Inc - Subscription and licensing of management software •
PROFESSIONAL SERVICES AGREEMENT/17
THIS AGREEMENT made and entered into this /v day of '�li/9� , 2021, and
referred to as [Revised] Contract No. 60-2021, by and between the City of Richmond, Indiana,
a municipal corporation acting by and through its Board of Public Works and Safety (hereinafter
referred to as the "City") and ESO Solutions, Inc., 11500 Alterra Parkway, Suite 100, Austin,
Texas, 78758 (hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide services in connection with ongoing subscription,
licensing, and support (the "Project") in connection with a management software package for
scheduling, inspection, and various record-keeping tasks, for the Richmond Fire Department,
which professional services shall include, but shall not be limited to, ongoing licensing,.
implementation, and customization of the software, and administrative support, as more fully
described on Contractor's proposal. The products associated with this Agreement are designed,
in part, to assist the Fire Department in compliance with National Fire Incident Reporting
System ("NFIRS") requirements and International Organization for Standardization ("ISO")
requirements. Contractor's proposal also includes a standard Business Associate Agreement in
connection with HIPAA compliance. Contractor shall perform all services and provide all
licensing and subscription materials, including software, as described on Contractor's proposal
marked as "Exhibit A" which Exhibit consists of twenty-three (23) pages, and which is attached
hereto and made a part hereof Contractor agrees to abide by the same. Portions of Contractor's
proposal include a quote for the services and initial implementation to be provided in 2021 and a
quote for services after 2021, as further explained and clarified in Section III of this Agreement.
Should any provisions,terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions,terms, or conditions of this Agreement,this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all applicable
professional standards.
The Contractor shall furnish all labor and services necessary for the proper completion of all
work specified.
[Revised] Contract No. 60-2021
Page 1 of 7
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond. The Contractor shall provide, at its own expense, competent supervision
of the work.
SECTION III. COMPENSATION
City shall pay Contractor a total amount not to exceed Forty-three Thousand Five Hundred
Thirty Dollars and One Cent ($43,530.01) for complete and satisfactory performance of this
Agreement and all work described on Exhibit A for the 2021 calendar year, which is the agreed
upon initial term and initial setup for starting implementation of use of the software and products
to be implemented. Notwithstanding the amount listed in the "2022 quote" portion of Exhibit A
(page 18 of Exhibit A, dated April 19, 2021), City shall pay Contractor a total amount not to
exceed Forty-seven Thousand Two Hundred Sixty-six Dollars and Sixty-four Cents ($47,266.64)
for the 2022 calendar year which incorporates a three percent (3%) increase negotiated as an
allowable increase for each full year this Agreement continues to be in effect.
SECTION IV. TERM OF AGREEMENT
This Agreement shall be in effect when signed by all parties and shall continue in effect until
December 31, 2022. This Agreement shall not automatically renew. However, City shall retain
two (2) options to renew this Agreement for the 2023 and 2024 calendar years at the same rates,
terms, and conditions, which shall include the annual three percent (3%) increases for each year
the City opts to renew.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least thirty (30) days written notice specifying the
effective date and the reasons for termination which shall include but not be limited to the
following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
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professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work
performed prior to the date this Agreement is terminated, but shall be relieved of any other
responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties
by setting forth the reasons for such termination, the effective date, and in the case of partial.
termination,the portion to be terminated.
This Agreement may also be terminated by the City if a force-majeure event occurs and the
results or aftereffects of said event causes the performance of this Agreement to become
impossible or highly impracticable. Said event or results or aftereffects of said event would
include events or effects which the parties to this Agreement could not have anticipated or
controlled. Examples of a force-majeure event, or its results, would include, but would not be
limited to, events such as an Act of God, an Act of Nature, an Act of Law, or an Emergency Act
of Executive Enforcement of the Federal government,the State of Indiana, or local government.
SECTION V. INDEMNIFICATION AND INSURANCE
Subject to Section 12 of Exhibit A (Limitation of Liability), Contractor agrees to obtain
insurance and to indemnify the City for any damage or injury to person or property or any other
claims which may arise from the Contractor's conduct or performance of this Agreement, either
willfully or negligently; provided, however, that nothing contained in this Agreement shall be
construed as rendering the Contractor liable for acts of the City, its officers, agents, or
employees. Additionally, nothing contained in this Agreement shall be construed as rendering
the Contractor liable for acts of the City in connection with any content changes the City
implements nor any alterations to or replacement of any policies in connection with the Project.
Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such
insurance as will protect it from the claims set forth below which may arise out of or result from
the Contractor's operations under this Agreement, whether such operations by the Contractor or
by any sub-contractors or by anyone directly or indirectly employed by any of them, or by
anyone for whose acts the Contractor may be held responsible.
Page 3 of 7
Coverage Limits
A. Worker's Compensation& Statutory
Disability Requirements
B. Employer's Liability $100,000
C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability
Section 1. Bodily Injury $1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence
$2,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and
shall, before commencing work under this Agreement, provide the City a certificate of insurance,
or a certificate from the industrial board showing that the Contractor has complied with Indiana
Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and
therefore subject to another state's worker's compensation law, Contractor may choose to
comply with all provisions of its home state's worker's compensation law and provide the City
proof of such compliance in lieu of complying with the provisions of the Indiana Worker's
Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired
Page 4 of 7
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employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify
program no longer exists. Prior to the performance of this Agreement, Contractor shall provide
to the City its signed Affidavit affirming that Contractor does not knowingly employ an
unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC
22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days
after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation
within the thirty (30) day period provided above, the City shall consider the Contractor to be in
breach of this Agreement and this Agreement will be terminated. If the City determines that
terminating this Agreement would be detrimental to the public interest or public property, the
City may allow this Agreement to remain in effect until the City procures a new contractor. If
this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the
Contractor will remain liable to the City for actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement
that this certification is no longer valid, City shall notify Contractor in writing of said
determination and shall give contractor ninety (90) days within which to respond to the written
notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased
investment activities in Iran within ninety (90) days after the written notice is given to the
Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In
the event the City determines during the course of this Agreement that this certification is no
longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-
22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety (90) day period set forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub-contractor, or any person acting
on behalf of Contractor or any sub-contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms, conditions or privileges of employment or any matter
directly or indirectly related to employment, because of race, religion, color, sex,
disability, national origin, or ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
1. That in the hiring of employees for the performance of work under this
Agreement of any subcontract hereunder, Contractor, any subcontractor, or any
person acting on behalf of Contractor or any sub-contractor, shall not discriminate
by reason of race, religion, color, sex, national origin or ancestry against any
citizen of the State of Indiana who is qualified and available to perform the work
to which the employment relates;
Page 5 of 7
2. That Contractor, any sub-contractor, or any person action on behalf of Contractor
or any sub-contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex,national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated
in violation of the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money
due or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party except that
the Contractor may, without the prior consent of the City, assign all of its rights under this
Agreement to (i) a purchaser of all or substantially all assets related to this Agreement, or (ii) a
third party participating in a merger, acquisition, sale of assets or other corporate reorganization
in which either party is participating (collectively "a change in control"); provided however, that
City is given notice of the change in control. Any such delegation or assignment, without the
prior written consent of the other party, shall be null and void. This Agreement shall be
controlled by and interpreted according to Indiana law and shall be binding upon the parties,
their successors and assigns. This document constitutes the entire Agreement between the
parties, although it may be altered or amended in whole or in part at any time by filing with the
Agreement a written instrument setting forth such changes signed by both parties. By executing
this Agreement the parties agree that this document supersedes any previous discussion,
negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this Contract must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other
action in any alternative forum, venue, or in front of any other tribunal, court, or administrative
Page 6 of 7
body other than the Circuit or Superior Courts of County, Indiana, regardless of any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
Subject to Section 12 of Exhibit A (Limitation of Liability), in the event of any breach of this
Agreement by Contractor, and in addition to any other damages or remedies, Contractor shall be
liable for all costs incurred by City in its efforts to enforce this Agreement, including but not
limited to, City's reasonable attorney's fees.
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the
day and year first written above, although signatures may be affixed on different dates.
"CITY" "CONTRACTOR"
THE CITY OF RICHMOND, ESO SOLUTIONS,INC.
INDIANA by and through its 11500 Alterra Parkway, Suite 100
Board of Public Works and Safety Austin, TX 78758
By: gd e / af4 ✓`G By:
Vicki Robinson,President
By: a —ThPrinted: c v"'e ��i_i__,;..c
Emily almer,Member
•
By: Title:
Matt Evans,NMember
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APPROVED: Date:
i. `• M. S o k4a o
Date: 0P ( ZDZ
Page 7 of 7
. eso
Quote Date:. 04/14/2021
Customer Name: Richmond Fire Department
Quote#: Q-35728
Quote valid until: 07/31/2020
ESO Account Manager: Chad d Miller
CUSTOMER CONTACT BILLING CONTACT
End User Richmond Fire Department Payor Richmond Fire Address 101 South Fifth
Department
Name Jamey Miller Name Jamey Miller Richmond IN,47374 !;
Email Jamiller@richmondindiana.gov Email jamiiler@richmondindian Billing Frequency Annual
a.gov
Phone (765)983-7266 Phone (765)983-7266 Initial Term 6 months
Fire RMS Management Bundle
.,. ,t• ',rye & s ue 7°� d 65;.: C s , r i .�r $
e
Fire RMS Management Bundle $14,110.50 ($705.49); $13,405.01 Recurring
RMS Bundle-ESO Assets
RMS Bundle-ESO.Checklist
RMS Bundle-ESO Scheduling Plus
RMS Bundle-ESO Fire incidents
RMS Bundle-ESO inspections
RMS Bundle-ESO Properties
RMS Bundle-ESO Personnel Management
RMS Bundle-ESO Hydrants.
RMS Bundle-ESO Activities
EHR
c, o try""* (r c"k P D s ugj� Si otaf ��g�
;oak—...- .. ,....- .. .�. ..�... .. � .. _ „_
ESO EHR 7800 Incidents $7,345.00 ($0.00) $7,345.00 Recurring
EHR CAD Integration 7800 incidents $1,247.50 g ($0.00) $1,247.50 Recurring
EHR Billing Interface 7800 Incidents $297.50 (:$297.50) $0.00 Recurring
EHR Fax 7800 Incidents $450.00 ($0.00) $450.00 Recurring
EHR Cardiac Monitor integration 7800 Incidents $497.50 ($0.00) $497.50 Recurring
EHR Setup&Online Training 4 Sessions $2,380.00 ($0.00) $2,380.00 One-time
NEMSIS Data Import-one-time 7800 Incidents $4,995.00 ($0.00) $4,995.00 One-time
Fire Incidents CAD integration 7800 Incidents $1,247.50 (;$1,247.50) $0.00 - Recurring
Properties/inspections Data Import 5 Stations $1,775,00 ($0.00) $1,775.00 One-time
Fire Incidents NFIRS Data Import 7800 Incidents $4,995.00 ($0.00) $4,995.00 One-time
IFC 2012 Codes-Indiana Amendments 5 Stations $1,375.00 ($0.00) $1,375.00 One-time
Fire Setup&Online Training 3 Sessions $1,785.00 ($0.00) $1,785.00 One-time
Scheduling
(E�XHIB�IT• A PAGE I OF 23
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*Additional fees may be applied by Customer's billing or CAD vendor for certain integrations or interfaces,and Customer is encouraged to
discuss this with the applicable vendor.
1
•
eso Quote Date: 04/14/2021
Customer Name: Richmond Fire Department
Quote#: Q-35728
Quote valid until: 07/31/2020
ESO Account Manager: Chad Miller
tam ;a fir t " -s (��3 eE ' ? i'et1t`
ESO Scheduling-Setup&Online Training 3 Sessions $1,785.00 ($0.00) $1,785.00 One-time
Asset Management/Inventory
chin" tiefPriVr--144-4-t,
Asset Management and Checklist-Training and ;
Implementation 20 Vehicles $1,495.00 ($0.00') $1,495.00 One-time
Total Recurring $ 25,195.50.
Total One-Time $ 20,585.00
Discounts $ (2,250.49)
TOTAL $ 43,530.01
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EXHIBIT A PAGE 2- OF a 3
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esao Quote Date: 04/14/2021
Customer Name: Richmond Fire Department
Quote#: Q-35728
Quote valid until: 07/31/2020
ESO Account Manager: Chad Miller.
HR
Patient care reporting suite,Includes EHR web and mobile client,Quality Management,AdHoc Reports,Analytics,Patient °
ESO EHR Tracker.Allows for unlimited users,unlimited mobile applications,live support,state and federal data reporting,ongoing weekly
web training,software updates and upgrades.
EHR Cardiac Monitor Integration Cardiac monitors integration.Allows for import of cardiac monitor data via local or cloud integration.Ongoing maintenance
Included.Unlimited connections.
EHR Fax Enables faxing of patient care records to destination facilities.
EHR Billing Interface Allows for integration of discrete ePCR data into third-party billing software.Ongoing maintenance included.
EHR CAD Integration Allows for integration of CAD data into EHR.mobile and web application.Ongoing maintenance included.Additional fees from
your CAD vendor may apply.
NEMSIS Data Import-one time Import of legacy NEMSIS data from 3rd party vendor into ESO for reporting and record retrieval.Some limitations may apply.
EHR Setup&Online Training Webinar Training Session
et Management/Inventory
ale aa n 4�'
d
Asset Management and Checklist- Training and configuration to include;group admin training,agency specific web-based sessions,online training and pre-
Training and implementation recorded end user training.
RMS Bundle-ESO Assets Web-based asset management for Fire and EMS.
RMS Bundle-ESO Checklist Web-based apparatus checklist for Fire and EMS.
Scheduling
no � Y$, tt, 1. ;+�''4..
ESO Scheduling-Setup&Online Webinar Training Session.
Training
RMS Bundle-ESO Scheduling Plus Online scheduling,messaging and detailed reporting,plus web-based time clock,'attendance tracking,time off management and
payroll output files.
d' •
,as" t "` �.yam fro hA %�,"� t65,
RMS Bundle-ESO Fire Incidents includes Auto EHR-Import or Auto-CAD Import,federal NFIRS data reporting,software updates and upgrades.
Includes the ability to manage multiple code sets,using those to developed customized Check-lists for inspections.The
RMS Bundle-ESO Inspections application allows you to schedule,manage,execute and finalize inspections as well as reschedule any required follow up
inspections.
RMS Bundle-ESO Properties Includes CAMEO integration,Pre-Plan view.Stores property and occupant history(presence of chemicals and tanks,Incidents,
and previous inspections).
RMS Bundle-ESO Hydrants Inventory and document testing and status of hydrants.
RMS Bundle-ESO Activities-Fire
and Fire/EMS Agencies Application for tracking non-response activities,including Operations and Community Risk Reduction and Daily Log.
IFC 2012 Codes. Indiana Complete set of IFC 2012 Codes-Indiana Amendments to be used within the Inspections application.
Amendments
Fire Incidents NFIRS Data Import Data migration from previous RMS platform.
Properties/Inspections Data Data migration of Properties data and inspection reports into ESOs Properties and Inspections applications from a previously
Import used RMS.
Fire Incidents CAD Integration Allows for integration of CAD data into the FIRE application.Ongoing maintenance Included.Additional fees from your CAD
vendor may apply.
Fire Setup&Online Training Setup and Webinar Training Session for ESO Fire.
�E HIBIT A PAGE LOF a3 I
• eso Quote Date: 04/14/2021
Customer Name: Richmond Fire Department
Quote#: Q-35728
Quote valid until: 07/31/2020
ESO Account Manager: Chad Miller
TERMS AND CONDITIONS:
1. If the Customer indicated above has an ESO Master Subscription and License Agreement
(MSLA) dated on or after February 20,2017,then that MSLA will govern this Quote.Otherwise,
Customer intends and agrees that this Quote adopts and incorporates the terms and conditions of
the MSLA and associated HIPAA business associate agreement hosted at the followingweb
address,and that the products and services ordered above are subject thereto:.
htto://bit Iv/MSLAW
2. The Effective Date of this Quote shall be the final date of signature.
3. If Customer has selected a third party to pay fees on their behalf,the applicable fees
above shall be invoiced to the third party on Customer's behalf.
Richmond Fire Department
EXHIBIT PAGE OF I
[Signature]
EXHIBIT PAGE OF
EXHIBIT
Name] •
[Title]
[Today's Date]
For EHR,Asset Management/Inventory,Scheduling,Fire, Personnel Management,the following
payment terms apply:
Fees are invoiced at the Billing Frequency 15 days after the Effective Date,with recurring fees due.
on the.anniversary.
EXHIBIT_ A PAGE Y OF .,
Quote Date: 04/14/2021
eso
Customer Name: Richmond Fire Department
Quote#: Q-35728
Quote valid until: 07/31/2020.
ESO Account Manager: Chad Miller
Please fill in your contact information below:
Name Email Phone
Primary Business
Contact
invoicing Contact
Legal Contact
Software Administrator
Contact
Privacy HIPAA Contact
Tax Exempt YES OR NO if YES, return Exempt Certificate with
Agreement
Purchase Order YES OR NO If YES,return PO with Agreement
Required?
Please email the signed sales order to leealeeso.com and your sales representative.
!EXHIBIT A PAGE 5 OF23I
. eso
Quote Date: 04/14/2021
Customer Name: Richmond Fire Department
Quote#: Q-35728
Quote valid until: 07/31/2020
ESO Account Manager: Chad Miller
Personnel Management i.
.a° x vU � and'- p t ff7. a "�` �• fi"r
Ufa' A.v °$- w v +3 "
RMS
Bund
e
Mana emenit - ESO Personnel Includes tracking of Training classes,certifications,credentials,immunization records.Discounted as apart of the RMS Bundle.
g
1
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'EXHIBIT A PAGE (v OF a3
MASTER SUBSCRIPTION AND LICENSE AGREEMENT -
This Master Subscription and License.Agreement(this"Agreement")is entered into as of the date indicated on the duly executed Quote which:adopts this
Agreement("Effective Date"),by and between ESO Solutions,Inc.,a Texas corporation having its principal place of business at 11500 Aiterra Parkway,Suite
100.Austin,TX 78758(including its controlled subsidiaries,"ESO`)and Customer(or the governing or controlling authority thereof),as indicated on the Quote.
This Agreement consists-of the General Tentts&Conditionswhich follow,the Quote adopting this Agreement,the Business Associate Addendum,and any other
Addenda(as defined below)executed by the parties. The parties agree hereby that ESO will provide Customer certain technology products and/or services and •
that Customer will pay:ESO certain fees.Therefore,in consideration of the covenants,agreements and promises below,and for other good and:valuable
consideration,the receipt and sufficiency of which is hereby acknowledged,the parties,intending to be legally bound,agree as follows.
GENERAL TERMS•AND CONDITIONS.
1. DEFINITIONS.Capitalized terms not otherwise defined in this Agreement "Scheduled Downtirrie"means periods when ESO Intentionally interrupts SaaS
have.the meanings below: to perform system maintenance or otherwise correct service errors during
non-peak hours(except for critical circumstances),typically between midnight
"Add-On Software'means any complementary software components or
and 6 a.m.Central Time on a fortnightly basis.
reporting service(s)that ESO makes available to customer through its
Software. "Software"means any ESO computer program,programming or modules
specified In the-Agreement or any Addendum.For the avoidance of doubt,Add-
Addendum means a document addressing the order of.a specific set of
products or services which is•executed by authorized representatives of each on Software,SaaS,and Licensed Software are collectively referred to as
Software.
party.An.Addendum may be(a)an ESO sales farm or"Quote",(b)a Statement
of Work,or(:):another writing the parties intend to be Incorporated by "Support Services"means those services described in Exhibit B.
reference into this Agreement. "Third-Party Data"means data not owned by ESO but which Is(or access to
"Anonymlzed Data"means Customer Data from which all personally which is)provided.by ESO undera Software Schedule.
identifiable information is removed,as wail as the names and addresses of •Third-Party Service"means a terVice not proVidetl by ESO but which is made
Customer and any of its Users and/or Customer's clients(and which,as a
consequence,Is neither PHI nor Identifiable to or by Customer).. available by ESO in connection with its Software.under a Software Schedule or
Addendum.
"Customer Data"means information,data and other content in electronic
form that submitted,posted,or otherwise transmitted by or on behalf of "Third-Party Software means software not owned by ESO but which is(or
access to which is)provided by ESO under a Software Schedule or Addendum.
Customer through the Software.
"Deliverable"means software,report,or Other work productcreated pursuant • `Use Restrictions"means the restrictions imposed on Customer's use of
to a Statement of Work. Software as described in.Section 3.3.
"Documentation"means the Software's user guides and operating manuals. `User"means any individual-who usesae Software on Customer's behalf or
through Customer's account or passwords.
"Feedback"refers to any suggestion or idea for improving or otherwise
modifying ESO's products or services. 2. SOFTWARE ORDERS.During the Term,Customer may order Software
from ESO by signing an appropriate Addendum.Customer'slicense to
'intellentualProperty'means trade secrets;copyrightable subject matter,. Licensed Software and its subscription to SaaS are set forth below.Each
patents and patent applications,and other proprietary Information,activities, such Addendum is incorporated herein by reference.
and any Ideas,concepts,innovations,inventions and.designs. 3. LIGENSE/SUBSCRiPTION TO SOFTWARE
"Licensed Software"means the executable,objectcode version of software 3.1. Grant of Subscription.: SaaS.For SaaS,during the Term Customer may
that ESO provides to Customer for its use and installation on Customer's Own
equipment:For the.avoidance of doubt,Licensed-Software does not include access and use the SaaS and Reporting Services,with the access and
Add on Software or SaaS: volume limitations set forth on the applicable Addendum,subject to
Customer's compliance with.the Use'Restrictions and other limitations
"New Version meansanynew version of Licensed Software:(exoluding SaaS contained in this Agreement.
Software):thatESO may from time to time.introduce and market generally as a
distinct licensed product,as may be indicated by ESO's designation of a new 3.2. Grant of License: Licensed Software.For Licensed Software,during the
version number,brand orproduct. Term ESO hereby grants Customer a limited,non-exclusive,non-
transferable,non-assignable; non-subilcensabie,revocable license to
"Outage"means Customer is unable to access SeaS,or such access is copy and use the Licensed Software,in such quantities as are set forth
materially delayed,Impaired or disrupted,Imeach case as caused or controlled on the applicable Addendum and as necessary for Customer's internal
by ESO, business purposes,,in each case subjectto Customer's compliance with
the Use Restrictions and other limitations and obligations contained In
'Professional Services"means professional services-provided by ESO under a this Agreement.
Statement of Work.
3.3. Use Restrictions.Except as provided in this Agreement or as otherwise
• !Protected NealthJnformat/on"or'PHI"has the meaning set forth in HIPAA.Ali.
a)
references herein to PHI shall be construed to Include electronic PHI,or ePHI, authorized by reverseESO,Customerg has no right,print,and shall or di(pi
decompile, engineer,.disassemble, copy display the
as thatterm is:defined by HIPAA. Software or otherwise reduce the-Software to a human-perceivable form
"ReportingServlces"means,-collectively,the different tools or features in.the in.whole or in part;(b)publish,release,rent,lease,loan,sell,distribute
Software allowing Customer to,generate compilations of data,including but or transfer the Software.to another person or entity;(:).reproduce the
not limited to ad-hoc reports,analytics,benchmarking or any other reporting Software for the,use or benefit of anyone other than Customer;(d)alter,
tool provided through the Software.. modify or create derivative;works based upon the Software either in
whole or in part;or(e)use or permit the use of the Software for
"SaaS"means software-as-a-service that ESO hosts(directly or indirectly)for commercial time-sharing arrangements or providing service bureau;
Customer's use on a periodic subscription basis:.For the avoidance of doubt, data processing,rental,or other services to anythird party(including
SaaS does not include Licensed Software. any affiliate not specifically listed in the applicable Addendum).
IEXHiBIT A- PAGE ? OF�3
•
3.4. Ownership. The rights granted under the provisions:of this Agreement 4.4. Support and Updates. During the Term,ESO shall provide to.Customer
do not constitute a sale of the Software.ESO retains all right,title,and the Support Services,in accordance with Exhibit B,which is
interest in and to the Software,including without limitation all software incorporated herein by reference.
used to provide the Software and all;graphics,user Interfaces,logos
and trademarks reproduced through the Software,except to the limited 5. FEES
extent set forth in this Agreement.This Agreement does not grant 5.1. Fees.In consideration of the rights granted hereunder,Customer
Customer any Intellectual property rights in the Software or any of its agrees to pay ESO the fees forthe Software and Professional Services
components,except to the limited extent that this Agreement asset forth in the Addendum(s))(collectively,"Fees").The Fees are non-
specifically sets forth Customer's rights to access,use,or copy the cancelable and non-refundable,except as expressly provided herein.
Software during the Term.Customer acknowledges that the Software Customer(or Third-Party Payer,if applicable)shall pay all invoices
and its components are protected by copyright and other laws, within 30 days of receipt.
3.5. Third-Party Software and Services.This Section 3.5 applies to Third- 5.2. Third-Party Payer. If Customer desires to use a third-partyto pay some
Party Software and Services offered by ESO.Refer to the product table or all of the Fees on behalf of Customer(a"Third-Party Payer"), then (i)
following the Agreement for applicability. each applicable Addendum will identify such arrangement,(ii)the Third-
3.5.1. ESO neither accepts liability for,.nor warrants the functionality, Party Payer will enter Into a written agreement with E50 regarding such
arrangement,(iii)Customer mayreplace the Third-Party Payer by written
utility,availability,reliability or accuracy of,Third-Party Software or
Third-Party Services: The Third-Party Software"EMS1 Academy" notice to ESO(provided that no such change shall be made until the
and/or"FlreRescuel Academy"and/or"EMS1&FireRescuel then current Term's renewal),(iv)references within this Section 5 to
Academy-Implementation and Configuration"and/or"Learning
Customer's responsibility for Fees shall be understood to refer to the
Third-Party Payer applicable,and(v)Customer shall remain
Management System"and/or"EVALS Implementation"(collectively,
"Education")is offered by ESO in collaboration with Lexipol,f/k/a responsible for payment if the Third-Party Payer does not pay-the Fees.
The Praetorian Group.if Customer subscribes to Education, 5.3. Uplift on Renewal.Fees for Software,which recur annually,shall
Customer acknowledges and agrees to the terms and conditions of increase by 3%each year this Agreement is In effect.
the Praetorian license agreement,located at
htta://www.oraetoriandigital.com/LMS-Master-Service-Agreement, 5.4. Taxes and Fees.The Fees are exclusive of all taxes and credit card
which shall supersede this Agreement as it applies to Customer's processing fees,if applicable.Unless and until Customer provides ESO
use of Education and any Customer Data stored therein. a tax exemption certificate,Customer will be responsible for and will
remit(or will promptlyreimburse ESO-for)all taxes of any kind,including
3.5.2. Third-Party Data. If Customer(as indicated on an Addendum)elects sales,use,duty,customs,withholding,property,value-added,and other
to license Third-Party Data(e.g.,fire:codes),then subject to the similar federal,state or local taxes(other than taxes based on ESO's
terms hereof,E50 hereby-grants Customer a non-exclusive,non- Income)related to this Agreement.
sublicensable,and non-transferable license during the Term to use
such Third-Party Data via the Software solely for Customer's Internal 5.5..Appropriation of Funds.If Customer is a city,county or other
purposes. Customer will not(I)allow greater access than that set government entity,Customer may terminate the Agreement at the'end
forth In the applicable Addendum,(II)disclose,release,distribute, of the Customer's fiscal term if Customer provides evidence that its
or deliver Third-Party Data,or any portion thereof,to any third party governing body did not appropriate sufficient funds for the next fiscal
(Ili)copy,modify,or create derivative works of Third-Party Data,(ivy year.Notwithstanding the foregoing,this provision shall not excuse
rent,lease,lend,sell,sublicense,assign,distribute,publish, Customer from past payment obligations or other Fees earned and
transfer,or otherwise make available Third-Party Data,(v)attempt unpaid.
to output in any form more than 10%of the Third-Party Data or
5.6. jleaaP Moir itnring.Customer is solely responsible for its own adherence
otherwise circumvent the usage limitations included in the
to volume and use Iimitattons indicated on the applicable Addendum.
Software,(vi)remove any proprietary notices included within Third- ESO may monitor Customer's use of the Software,and if Customer's
Party Data or Software,or(vii)use Third-Party Data in any manner usage exceeds the level indicated in the applicable Addendum(an
or for any purpose that infringes or otherwise violates any "Overage"),Customer shall oweESO the Fee corresponding to such
proprietary right of a person,or that violates applicable law.ESO
usage level at a rate no higher than ESO's then-standard pricing for new
does not warrant thefunctionality,reliability,accuracy, customers at an equivalent usage level.ESO may invoice for Overages
completeness or utility of,Third-Party Data,or accept any liability immediately.
therefor. Additional terms and limitations applicable to Third-Party
Data may be provided on the applicable Addendum. 6. TERM AND TERMINATION
4. HOSTING,SLA&SUPPORT SERVICES 6.1. Term,The ternof this Agreement(the"Term')commences on the
4.1. Hosting&Management.Customer shall responsible for hosting and Effective Date and continues for a period of one year(or arty longer
period provided in an Addendum). Thereafter,the Term will renew for
managing any Licensed Software on systems meeting the requirements successive one-year periods unless written notice is provided at least
specified by ESO.ESO shall be responsible for hosting and managing 60 days prior to the anniversary of the Effective Date.
any SaaS.
6.2..Termination for Cause.Either party may terminate this Agreement or
4.2. Service Level Agreement. If an Outage,excluding Scheduled Downtime
any Individual.Addendum for the other party's uncured material breach
(as defined below),results In the-service level uptime failing below 99% by providing written notice.The breaching party shall have 30 daysfrom
for any three-month period(the"Uptime Commitment"),then Customer receipt to cure such breach to the reasonable satisfaction of the non-
may immediately terminate this Agreement,in which case ESO will breaching party.
refund any prepaid,unearned Fees to Customer.This is Customer's
sole remedy for ESO's breach of the Uptime Commitment. 6.3. Effect of Termination.
4.3.Scheduled Downtime. ESO will endeavor to provide reasonable(72 6.3.1. If Customer terminates this Agreement or any Addendum as a result
hour)notice of Scheduled.Downtimeto Customer's Users.Notice of of ESO's material breach,then to the extent Customer prepaid.any
Scheduled Downtime may be provided from within the Software or via Fees,ESO shall refund to Customer those prepaid Fees on a pro-
email.Scheduled Downtime shall never constitute a failure of rata basis from the date Customer actually ceases use of the
performance or Outage by ESO.Notification timelines and the frequency Software.
of Scheduled Downtime are subject to the emergence of security
concerns outside of ESO's control
EXHIBIT A PAGE & OF G3 -1
6.3.2. Upon termination of this Agreement or any Addendum,Customer contained herein,and(b)not disclose Confidential information to any
shall cease all use of the Software and:delete,destroy or return all other third party without prior written consent from the disclosing
copies of the Documentation and Licensed.Software in its party.Without limiting the generality of the foregoing,the receiving
possession or control,except as required by taw. Customer shall party shall protectConfidential Information with the same degree of
remain obligated to pay appropriate Fees at ESO's then-current careit uses to protect its own confidential information of similar
rates if Customer continues to use or access Software after the nature and importance,but with no less than reasonable care.A
termination or expiration of this Agreement If Customer's receiving party shall promptlynotilyythe disclosing party of any misuse
Agreement includes a multi-year discount plan with diminishing or misappropriation of ConfidentialInformation of which it is aware.
discounts,and Customer terminates the Agreement prior to the
completion of the discount plan,Customer shall promptly pay ESO's 9.3. Termination&Return.With respect to each Item ofConfidential
invoice recouping such discounts fora maximum of two years prior Information,the obligations of nondisclosure will terminate three years
to the date of termination. after the date of disclosure;provided that,such obligations related to
Confidential Information constituting ESO's trade secrets shall continue
6.3.3: Termination of this Agreement is without prejudice to any other right so,long as such information remains subject to trade secret protection
or remedy and shall not release a party from any liability, pursuant to applicable law.Upon termination of this Agreement,a party
shall return all copies of Confidential Information to the other or
6..4. Delivery of Data. ESO will provide Customer its Customer Data in a the destruction thereof.
searchable.pdf format upon request made-within 60 days of the
expiration or termination of this Agreement'Customer acknowledges 9.4. Retention of Rights.This Agreement does not transfer ownership of
that ESO has no obligation to retain Customer Data more than 60.days Confidential information or grant a license-thereto.
after expiration orterminator)of this Agreement 9.5. Coen Records and Other Laws,Notwithstanding anything in this Section
7. REPRESENTATIONS AND WARRANTIES to the contrary,the parties expressly acknowledge that Confidential
Information may be disclosed if such Confidential information is
7.1. Material Performance of Software.After ills fully implemented(and
subject to Customer's adherence to Sections 3.3,4.1 and 13.4),ESO required to order,e drovidedtd ay 1pri ra osulawfcl dipusci rune,wds tten nreque t,i e
warrants that the Software will reliably collect,transmit,store and/or ju chir qu r provided that shall be to given p.promptlyt an written notice of
such required disciosure be and without
permit access to data in compliance with applicable law and industry unreasonable delay by the receiving party In orderto-give the disclosing
standards.
party the opportunity to object to the disclosure and/or to seek a
7.2. Due Authority:Each party's execution,delivery and performance of this protective order.The receiving party shall reasonably cooperate in this
Agreement and each agreement or instrument contemplated by this effort.In addition,Customer maydisciose the contents of this
Agreement is duly authorized by all necessary corporate or government. Agreement solely for the purpose of completing its review and approval
action. processes under its local rules,If applicable.
7.3. Customer`C000eration.Customer agrees to use current operating 10. INSURANCE.Throughout the Term(and for a period of at least three
systems-and reasonably and timely cooperate with ESO,including years thereafter for any insurance written on a claims-made form)ESO
providing ESO reasonable access to its equipment;software and data shall maintain in effect the insurance coverage described below:
as necessary for the implementation and operation of the Software. 10.1. Commercial general liability insurance with a minimum of$1 million per
8. DISCLAIMER OF WARRANTIES.EXCEPT AS OTHERWISE PROVIDED IN occurrence and$1 million aggregate;
SECTION 7,ESO DISCLAIMS ALL WARRANTIES,EXPRESS OR IMPLIED, 10.2. Commercial automobile liability insurance covering use of ail non-
INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS owned and hired automobiles with a minimum limit of$1 million for
FOR PARTICULAR PURPOSE,PERFORMANCE,SUITABILITY,TITLE,NON- bodily injury and property damage liability;.
INFRINGEMENT,OR ANY IMPLIED WARRANTY ARISING FROM STATUTE;
COURSE OF DEALING,COURSE OF PERFORMANCE,OR USAGE OF TRADE. 10.3. Worker's compensation insurance and employer's liability insurance or
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7,CUSTOMER ACCEPTS any alternative plan or coverage as permitted or required by applicable
THE SOFTWARE"AS-IS"AND"AS AVAILABLE." law,with a minimum employer's liability limit of$1 million each
9. CONFIDENTIALITY accident or disease;and
9.1. "Confidentfa!Informatlon"refers to the following items: (a)any 10.4. Computer processor/computer professional liability insurance(a/k/a
technology errors and omissions)coveringthe liabilityfor-financial loss
document marked"Confidential";(b).any information orally designated due to error,omission or negligence of ESO,and privacy and network
as"Confidential"at the time of disclosure,provided the disclosing party security insurance("cyber coverage")covering losses arisingfrom a
• confirms such designation in writing within five business days;(c)the disclosure of confidential information(including PHI)with a combined
Software and Documentation,whether or not designated confidential; aggregate amount of$1 million.
(d)ESO's security controls,policies,procedures,audits,or other
information concerning ESO's internal security posture;(e)any other -11. INDEMNIFICATION
nonpublic,sensitive information reasonably treated as trade secretor 11.1. IP infringement.Subject to the limitations in Section 12,ESQ shall
otherwise confidential;and(f)Customer Data which does not comprise -
PHI.Notwithstanding the foregoing,Confidential Information:does not defend and indemnify Customer from any damages,costs,Ilahilities,
include information that:(I)is in the other party's possession at the time expenses(Including reasonable attorneys.fees)('Damages")actually
of disclosure free of duty of non-disclosure;{ii)Is independently incurred or finally adjudicated as to any third-party claim erection
developed without use of or reference to Confidential Information;(ill) alleging that the Software delivered pursuant to this Agreement
becomes known publicly,before or after disclosure,.otherthan as a infringe or misappropriate any third pariy'spatent copyright,trade
result of the receiving party's improper action or Inaction;.(iv)is secret,or other intellectual property rights enforceable in the
approved for release in writing by the.disclosing party;(v)as to ESO, applicable jurisdiction(each,an"indemnified Claim").If Customer
Customer's Feedback;or(vi)is PHI(which shall be governed by the makes an indemnified Claim under this Section or if ESO determines
that.an Indemnified Claim may occur,ESO shall at Its option:(a)obtain
Business Associate Agreement rather-than this Section).
a right for Customer to-continue using such Software;(b)modify such.
9.2. Nondisclosure.Each-party shall use Confidential Information-of the Software to make it a non-infringing equivalent or(c)replace such
other party solely to fulfill the terms of this Agreement(the"Purpose"). Software with a non-Infringing equivalent.If(a),(b),or(c)above are
Each party shall(a)ensure that its employees or contractors are not reasonably-practicable,either party may,at its option,terminate
boUnd by confidentiality obligations no less restrictive than those the relevant Addendum,in which case-ESO will refund any pre-paid
EXHIBIT A- PAGE 9 OF a3
•
Fees on a pro-rats basis for such Addendum.Notwithstandingthe 13. CUSTOMER DATA&PRIVACY
foregoing,ESO shall have no obligation hereunder for any claim 13.1.. Ownership of Data.As between ESO and Customer,all.Customer Data
resulting orarislng from(x)Customer's breach of this Agreement;(y) shall be owned by.Customer:
modifications made to the Software.not performed or provided by or on behalf of ESO or(z)the combination,operation or use by Customer 13.2. Use of.Customer Data.Unless it receives Customer's prior written
(and/or anyone acting on Customer's behalf)of the Software in consent,ESO shall not grant any third-party access to Customer Data,
connection with any other product or service(the combination or joint except(a)subcontractors that are subject to a reasonable
use of which causes the alleged infringement).This Section 11 states nondisclosure agreement or(b)authorized participants in the case of
ESO's sole:obligation and liability,and Customer's sole remedy,for Software designed to permit Customer to transmit Customer Data.
potential or actual intellectual property infringement by the Software. ESO may only use and disclose Customer Data to fulfill its obligations
11.2. dndemnificatlorr Procedures, Upon becoming aware of any matter underthis Agreement or a's required by applicable law or legal or
which is subject tothe provisions of Sections i1.1(a"Claim"), governmental authority.ESO shall give Customer prompt notice of any
Customer must give prompt written notice of such Claim o ESO, such legal or governmental demand and,reasonably cooperate with
accompanied by copies of any written documentation regarding the Customer in any effort to seek a protective order or otherwise contest
Claim received by the Customer. ESO shall compromise or defend,at such required disclosure,at Customers expense.
Its.own expense and With its own counsel,anysuch Claim. Customer 13.3. Anonymlzed Data. CUSTOMER ACKNOWLEDGES AND AGREES THAT,
will have the right,at its option,to participate in the settlement or NOTWITHSTANDING ANY OTHER PROVISION HEREIN,ESO MAY USE
defense of any such Claim,with its own counsel and-at its own ANONYMIZED DATA FOR INTERNAL AND EXTERNAL PURPOSES
expense;provided,however,that ESO will have the right to control (INCLUDING BENCHMARKING AND RESEARCH),PROVIDED THAT ESO
such settlement or defense. ESO will not enter into any settlement. WILL NOT SELL ANONYMiZED DATA TO THIRD PARTIES FOR
that imposes any liability or obligation on Customer without the COMMERCIAL USE. Withoutllmitingthe foregoing,ESO will own all
Customer's prior written consent. The parties will cooperate in any right,title and interest in all Intellectual Property of any aggregated
such settlement or defense and:give each other full access to all and de-Identified reports,summaries,compilations,analysis,statistics
relevant information,at ESO's expense. orother information derived therefrom.
12. LIMITATION OF LIABILITY 13.4. Internet Access.Customer is solely responsible for obtaining,
12.1. LIMITATION OF DAMAGES.NEITHER ESO NOR CUSTOMER SHALL BE maintaining,and securing its network connections,and acknowledges
LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL,INDIRECT,SPECIAL, such connections are essential to the effective operation of the
PUNITIVE OR INCIDENTAL DAMAGES,INCLUDING CLAIMS FOR Software.ESO makes no representations to Customer regarding the
DAMAGES FOR LOST PROFITS,GOODWILL,USE OF MONEY, reliability,performance or security of any network or service provider
INTERRUPTED'OR IMPAIRED USE OF THE.SOFTWARE,AVAILABILITY OF not provided or managed by ESO.
DATA,STOPPAGE OF WORK OR IMPAIRMENT OF OTHER ASSETS 14. WORK PRODUCT
RELATING TO THIS AGREEMENT.
14.1. Work Product Ownership.In the event Customer hires ESO to perform
12.2. SPECIFIC LIABILITY.LIABILITY SHALL BE LIMITED AS FOLLOWS: Professional Services,ESO alone shall hold all right,title,and.interest
(a) ESO'S OBLIGATIONS UNDER SECTION 11 SHALL BE LIMITED TO to all proprietary and intellectual property rights of the.Deliverables
$500,000. (including,without limitation,patents,trade secrets,copyrights,and
trademarks),as well as-title to any copyy of software made by or for
(b) DAMAGES ARISING FROM A PARTY'S BREACH OF Customer(if applicable).Customer hereby explicitly acknowledges and
CONFIDENTIALITY OBLIGATIONS(INCLUDING A BREACH OF agrees that nothing In this Agreement or a separate-Addendum gives
OBLIGATIONS REGARDING PROTECTED HEALTH INFORMATION), the Customerany right,title,or interest to the intellectual property or
SHALL BE LIMITED TO$1,000,000. proprietary know-how of the.Deliverables.
(c) DAMAGES ARISING FROM A PARTYS WILLFUL MISCONDUCT OR 15. GOVERNMENT PROVISIONS
CRIMINAL CONDUCT SHALL NOT BE LIMITED. 15.1. Compliance with Laws. Both parties shall comply with and give all
12.3. GENERAL LIABILITY.EXCEPT AS EXPRESSLY PROVIDED"SPECIFIC notices required by all applicable federal,state and local laws,
LIABILITY,"ESO'S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS ordinances,rules,regulations and lawful orders of any public authority
OF LIABILITY ARISING OUT OF OR IN CONNECTION.WITH THIS bearing on use of the Software and the performance of this Agreement
AGREEMENT SHALL NOT EXCEED THE FEES PAID BY(OR ON BEHALF
OF)CUSTOMER WITHIN THE PRECEDING 12-MONTH PERIOD UNDER 15.2. Business Associate Addendum.The parties agree to the terms of the
THE.APPLICABLE ADDENDUM.OR EXHIBIT GIVING RISE TO THE CLAIM. Business Associate,Addenduni attached as Exhibit Band incorporated
herein by reference.
12.4. THE FOREGOING LIMITATIONS,EXCLUSIONS,DISCLAIMERS SHALL
APPLY REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS 15.3. Eaual Opportunity.The parties shall abide by the requirements of 41
BASED IN CONTRACT,WARRANTY,STRICT LIABILITY,NEGLIGENCE, CFR 601.4(a),60-30.0.5(a)and 60 741.5(a),and the posting
TORT OR OTHERWISE.INSOFAR AS APPLICABLE LAW PROHIBITS ANY requirements of 29 CFR Part 475,appendix Ato subpart A,if
LIMITATION HEREIN,THE PARTIES AGREE THAT SUCH LIMITATION applicable(prohibiting discrimination on the basis of protected veteran
SHALL BE AUTOMATICALLY MODIFIED,BUT ONLY TO THE EXTENT SO status;disability,race,color,religion,sex,sexual orientation,gender
AS-TO MAKE THE LIMITATION PERMITTEDTO THE FULLEST EXTENT Identity ornational origin).
POSSIBLE UNDER SUCH LAW.THE PARTIES AGREE THAT THE 15.4. Excluded Parties List.ESO agrees to reportto Customer if aft employee
LIMITATIONS SET FORTH.HEREIN ARE AGREED ALLOCATIONS OF RISK or contractor is listed by a federal agency as debarred,excluded or
CONSTITUTING IN PART THE CONSIDERATION FOR ESO'S SOFTWARE i
otherwise ineligible for partloipation in federally funded health care
AND SERVICES TO_CUSTOMER,AND SUCH LIMITATIONS WILL APPLY programs. -
NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSES OF
ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF
16. PHI ACCURACY&COMPLETENESS
THE POSSIBILITY OF SUCH LIABILITIES.
16.1. Customer Responsibilities.The Software allows Customer and its
12.5. THIS SECTION 12 SHALL SURVIVE EXPIRATION OR TERMINATION OF Users to enter,document,and disclose Customer Data,and as such,
THE AGREEMENT. ESO gives no representations or guarantees about the accuracy or
completeness of Customer Data.(Including PHI)entered,uploaded or
'EXHIBIT A PAGE /o OF a3
disclosed through the Software. Customer is solely responsible for any 17.8. Marketing.If requested by ESO,Customer agrees to reasonably
decisions or actionstaken involving patient care or patient care cooperate with ESO's preparation and issuance of a public
management;whether those decisions or actions were made or taken announcement regarding the relationship of the parties.
• using information received through the Software. 17.9. Waiver&Breach.Neither party will be deemed to waive any rights
17. MISCELLANEOUS under this Agreement except through an explicit written waiver made
by an authorized representative.No waiver of a breach of.this I
17.1. Independent Contractors.The parties are independent contractors. Agreement will constitute a waiver of any other breach hereof.
Neither party is the agent of the other,and neither may make
commitments on the other's behalf.The parties agree that no ESO 17.10. Survival of Terms.Unless otherwise stated,all of ESO's and
employee or contractor is or will be considered an employee of Customers respective obligations,representations and warranties
Customer. • under this Agreement which are not,by the expressed terms of this
Agreement,fully to be performed while this Agreement is in effect
17.2. Notices.:Notices provided under this Agreement must be.in writing and [
survive the termination of this Agreement.
delivered by(a).certified mall,return receipt requested to a party's E
principal place of business as forth in the recitals on page 1 of this 17.11. Ambiguous Terms.This Agreement will not be,construed againstany
Agreement,(b)hand delivered,.(c).facsimile With receipt of a party by reason.of its preparation.
'Transmission Confirmed acknowledgment(d)e-mail to a person 17.12. Governing Law.This Agreement,anyclaim dispute or controversy
designated in o by the receiving party,or(e)delivery by ahereunder(a'Dispute')will be governed by(I)the laws of the State of
reputable overnight carrier service.In the case of delivery by facsimile
or e-mail,the notice must be followed by a copy of the notice being Texas,.or(ii)if Customer is a city,county,municipality or other
delivered by a means provided in(a),(b)or(e). The notice will be governmental entity,the law of state where Customer is located,In
deemed given on the day the notice is received, each case foregoing without regard to its conflicts of law.The.UN
Convention for the international Sale of Goods and the Uniform
17.3. Merger Clause. In entering into this:Agreement,neither partyis relying Computer Information Transactions Act will not apply.In any Dispute,
upon any representations or statements of the other that are not fully each party will bear its own attorneys'fees and costs and expressly
expressed in this Agreement;rather,each party is relying on its own waives any statutory right to attorneys'fees.
judgment and due diligence and expressly disclaims reliance upon any 17.13. New Versions&Sunset. If ESO releases a New Versionof Licensed
representations or statement not expressly set forth in this Agreement.
In the event the Customer issues a purchase cyder,letter or any other Software(Le.,.not SaaS),Customer may elect receive such New
document addressing the Software or Services to be provided and Version,subject to a relicense fee of 75%of the standard price for
performed pursuant to this Agreement,it is hereby specifically agreed such new version.All New Versions provided under this Agreement will
constitute Licensed Software and be subject to the terms and
and understood that any such writing is for the Customer's Internal I
purposes only,and that any terms,provisions,and conditions conditions of this Agreement. ESO may discontinue Support Services
contained therein shall In noway modify this Agreement. for Licensed Software upon 12 months'notice to Customer.
17.4. Severebhity:To the extent permitted by applicable law,the parties
17.14. No Class Action8.NEITHER PARTY SHALL BE ENTITLED TO JOIN OR
hereby waive any provision of law that would render any clause of this CONSOLIDATE CLAIMS BY OR AGAINST OTHER ESO CUSTOMERS,OR
Agreement invalid or otherwise unenforceable in any respect if a PURSUE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A
provision of this Agreement.Is held to be invalid or otherwise PRIVATE ATTORNEY GENERAL CAPACITY.
unenforceable,such provision will be'interpreted to fulfill its intended 17.15. Disoute Resolution.Customer and ESO will attempt to resolve any
purpose to the maximum extent permitted by applicable law,and the Dispute through negotiation or by utilizing a mediator agreed to by the
remaining provisions of thisAgreement will continue in full force and parties,rather than through litigation.Negotiations and mediations will
effect. be treated as confidential.If the parties are unable to reach a
17.5. Subcontracting.Except for training and implementation services resolution within 30 days of notice of the Dispute to the other party,
the parties may pursue all other courses
related to the Software,neither party may subcontract or delegate its : of action available at law or in
obligations to each other hereunder,nor may it contract with third equity.
parties to perform any of its obligations hereunder except as 17.16. Technology Exoort.Customer shall not:(a)permit any third partyto
contemplated lnthis Agreement,without the other party's prior written access or use the Software in violation of any U.S.law or regulation;or
consent. (b)export any software provided by ESO or otherwise remove it from
17.6. Modifications and Amendments.This Agreement may not be amended the United States except incompliance with all applicable U.S,laws
except through a written agreement signed by authorized and regulations.Without limiting the generality of the foregoing,
representatives of each party,provided that.the Customer agrees that Customer shall not permit any third partyto access or the
Software in,or export such software to,a country subject to a United
ESO may rely on Informal writings(including emails).of Customer's States embargo(as of the Effective Date-Cuba,Iran;North Korea,
authorized representatives to(i)terminate Software products and
services and(ii)approve or ratifyrate or tier increases for Software Sudan,and Syria).
products and servicesthen in use by Customer. 17.17. Order of Precedence.In the event of any conflict between this
17.7. Force Majeure.No delay,failure,or default will constitute a breach of Agreement Addenda or other attachments incorporated herein,the
this Agreementto the extent caused by acts of war,terrorism, following order of precedence will govern:(1)the General Terms and
hurricanes,earthquakes,other acts of God or of nature,strikes or Conditions;(2pany Business Associate Agreement;(3)the applicable
other labor disputes,riots or other acts of civil disorder,embargoes,or Addendum,with most recent Addendum taking precedence over
other causes beyond the performing party's reasonable control earlierones;and(4)any ESO policy posted online,including without
(collectively,"Force Majeure").In such event,however,.the delayed limitation its privacy policy.No amendments incorporated into this
party must promptly provide the other party notice of the Force Agreement after execution:of the General Terms and Conditions will
Majeure.The delayed.party's amend such General Terms and Conditions unless it specifically states
rty's time for performance will be excused for ..
the duration of the Force Majeure,but If the event last longer than 30 its intent to do so and cites the section or sections amended.
days,the other party may immediately terminate the applicable 17.18.Counterdarre.This Agreement may be executed in one or more
Addendum. counterparts.Each counterpartwiil be an original,and all such
counterparts will constitute a single instrument.
1EX1-11BiT A PAGE 1h OF '3-3 1
•
•
17.19. Sionatures,Electronic signatures on this Agreement or on any
Addendum(or copies of signatures sent via electronic means)are the
equivalent of handwritten signatures:
* * *
II
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,EXHIBIT 4 PAGE /a OF 23
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EXHIBIT A
SUPPORT SERVICES ADDENDUM
1. DEFINITIONS.Capitalized terms not defined below have the same meaning as in the General Terms&Conditions.
11. "Enhancement"means a modification,addition or new release of the Software that when added to the Software,Materially changes its utility,
efficiency,functional capability or application.
1.2. "E-mail Support"means ability to make requests for technical support assistance by e-mail at any time concerning the use of the then-current release
of Software.
1.3. "Error"means•an error in the Software,which significantly degrades performance of such Software as compared to ESO's then-published
Documentation.
1.4. "Error Correction"means the use of reasonable-commercial efforts to correct.Errors.
1.5. "Fix"means the repair or replacement of object code for the Software or Documentation to remedy an.Error.
1.6. "Initial Response"'means the first contact by a Support Representative after the incident Is logged and a ticket generated.This may include an
automated e-mail response depending on whenthe incident is first communicated.
1.7. "Management Escalation"means the notification of ESO management following the incomplete resolution of an Error to which•an initial Workaround
or Fix has been applied,
1.8. "Severity 1 Error"means an Error which renders the Software completely inoperative(e.g.,a User cannot access the Software due to unscheduled
downtime or an Outage).
1.9. "Severity 2 Error means an Error in which.Software is still operable;however,one or more significant features or functionality are unavailable(e.g.,a
User cannot access a core component of the Software).
1.1. "Severity 3 Error"means any other error that does not prevent a User-from accessing a significant feature of the Software•(e.g.,User is experiencing
latency in reports).
1.2. "Severity 4.Error"means any error related to Documentation or a Customer Enhancement request.
1.3. "Status Update"means if the Initial Workaround or'Fix cannot resolve the Error,notification of the Customer regarding the progress of the
Workaround or Fix.
1.4. "Online Support"means Information available through ESO's.website(www.eso:com),including frequently asked questions and bug reporting via Live
Chat.
1.5. "Support Representative"shalt be ESO employee(s):or agents)designated to receive Error notifications from Customer.
1.6. "Update"means an update or revision to Software,typically for.Error Correction.
1.7. "Upgrade."means a new version or release of Software or a particular component of Software,which improves the functionality,or which adds
functional capabilities to the Software and is not included in an Update.Upgrades may include Enhancements.
1.8. "Workaround"means a change In the procedures followed or data supplied by Customer to avoid an Errorwithoutsubstantially impairing Customer's
use oftheSoftware.
2. SUPPORT SERVICES.
2.1. Customer will provide at least one administrative employee(the"Administrator"or"Administrators")who will handle all requests for first level support
from Customer's employees with respectto the Software.Such support Is intended to be the"front line"for support and information about the
Software to Customer's Users. ESO will provide training,documentation,and materials to the Administrator to enable the Administrator to provide
technical support to Customer's Users.The Administrator will notify a Support Representative of any Errors that the Administrator cannot resolve and
assist ESO in information gathering.
2.2. ESO will provide Support Services consisting of(a)Error Correction(s);Enhancements,.Updates and Upgrades that ESO,in its discretion,makes
generally available to its customers-without additional charge;and(c)E-maiiSupport,telephone support,and Online Support.ESO may use multiple
forms of communication for purposes of submitting periodic status reports to Customer,Including but not limited to,messages in the Software,
messages appearing upon login to the Software or other means of broadcasting Status`Updete(s)to multiple customers affected by the same Error,
such as-a customer portal.
EXHIBIT_ A- PAGE t3 OF ,?-3
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2.3. ESO's support desk will be staffed with competent technical consultants who are trained in and thoroughly familiar with the Software and with
Customer's applicable configuration.Telephone support and all communications will be delivered in intelligible English.
2.4. Normal business hours for ESO's support desk are Monday through Friday 7:00 am to 7:00 pm CT.Customer will receive a call back from a Support
Representative after-hours for a Severity 1 Error.
2.5. ESO will provide responses to a technology and/or security assessment of reasonable detail(a"Tech Assessment")upon request prior to(or in
connection with)implementation. ESO will provide responses to any subsequent Tech Assessments provided that Customer compensates ESO at its
then-current and standard consulting rates for all work performed in connection with such Tech Assessments.
3. ERROR PRIORITY LEVELS.Customer will report all Errors to ESO via e-mail(su000rt@eso.com)or by telephone(866-766-9471,option#3).ESO shall
exercise commercially reasonable efforts to correct any Error reported by Customer in accordance with the priority level reasonably assigned to such Error by
ESO.
3.1. Severity Error.ESO shall(I)commence Error Correction promptly;(iI)provide an initial Response within four hours;(lit)initiate Management
Escalation promptly;and(iv)provide Customer with a:Status Update within four hours if ESO cannot resolve the Error within four hours.
3.2. Severity 2 Error.ESO shall(i)commence Error Correction promptly;(ii)provide an initial Response within eight hours;(Ili)initiate Management
Escalation within 48 hours if unresolved;and(iv).provide Customer with a Status.Update within forty-eight hours if ESO cannot resolve the Error within
forty-eight hours.
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3.3. Severity 3 Error.ESO shall(i)commence Error Correction promptly;(ii)provide an Initial Response within three business days;and(Ili)provide
Customer with a Status Update within seven calendar days if ESO cannot resolve the Error within seven calendar days.
3.4. Severity 4 Error.ESO shall(i)provide an Initial Response within seven calendar days.
4. CONSULTING SERVICES.If ESO reasonably believes that a problem reported by Customer is not due to an Error In the Software,ESO will so notify Customer.
At that time,Customer may request ESO to proceed with a root cause analysis at Customer's expense as set forth herein or In a separate Addendum,If ESO
agrees to perform the investigation on behalf of Customer,then ESO's then-current and standard consulting rates will apply for all work performed In
connection with such analysis,plus reasonable related expenses incurred.For the avoidance of doubt,Consulting Services will include customized report
writing by ESO on behalf of Customer.
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5- EXCLUSIONS.
5.1. ESO has no obligation to perform Error Corrections or otherwise provide supportfor:(I)Customer's repairs,maintenance or modifications to the
Software(if permitted);(ii)Customer's misapplication or unauthorized use of the Software;(iii)altered or damaged Software not caused by ESO;(Iv)
any third party software;(v)hardware Issues;(vi)Customer's breach of the Agreement;and(vii)any other causes beyond the ESO's reasonable
control.
5.2. For ESO's'Firehouse'Licensed Software(excluding Firehouse Cloud),Severity 1 and Severity 2 Errors will receive an Initial Response and Status
Report within 48-hours.
5.3. ESO has no liability for any changes in Customer's hardware or software systems that may be necessary to use the Software due to a Workaround or
Fix.
5.4. ESO is not required to perform any Error Correction unless ESO can replicate such.Error on its own software and hardware or through remote access
to Customer's software and hardware..
5.5. Customer is solely responsible for its selection of hardware,and ESO shall not he responsible the performance of such hardware.
6. MISCELLANEOUS.The parties acknowledge that from time-to-time ESO may update its support processes specifically addressed in this Exhibit and may do
so by posting such updates to ESO's website•or otherwise notifying Customer of such updates.Customer will accept updates to ESO's support procedures
and any other terms in this Exhibit;provided however,that they do not materially decrease the level of Support Services that Customer will receive from
ESO.THESE TERMS AND CONDITIONS DO NOT CONSTITUTE A PRODUCT-WARRANTY.THIS EXHIBIT IS AN ADDITIONAL PART OF THE AGREEMENT AND DOES
NOT CHANGE OR SUPERSEDE ANY TERM OF THE AGREEMENT EXCEPT TO THE EXTENT UNAMBIGUOUSLY CONTRARY THERETO.
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EXHIBIT A- PAGE III OF a?
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EXHIBIT B
HIPAA BUSINESS ASSOCIATE ADDENDUM
Customer and ESO Solutions,Inc.("Business Associate")agree that this HIPAA Business Associate Addendum is entered into for the benefit of Customer,
which is a covered entity under the Privacy Standards("Covered Entity").
Pursuant to the Agreement,Business Associate may perform functions or activities involving the use and/or disclosure of PHI on behalf of the Covered
Entity,and therefore,.Business Associate may function as a business associate.Business Associate,therefore,agrees to the following terms and conditions
set forth in this HIPAA Business Associate Addendum("Addendum").
1. Scope. This Addendum applies to and is hereby automatically Incorporated into all present and future agreements and relationships,whether written,oral
or implied,between Covered Entity and Business Associate,pursuant to which PHI is created,maintained,received or transmitted byBusiness Associate
from or on behalf of Covered Entity in any form or medium whatsoever.
2. .Definitions.For purposes of this Addendum,the terms used herein,unless otherwise defined,have the same meanings as used in the Health Insurance
Portability and Accountability Act of 1996("HIPAA"),or the Health Information Technology for Economic and Clinical Health Act("HITECH"),and any
amendments or implementing regulations,(collectively"HIPAA Rules").
3. Compliance with Applicable Law.The parties acknowledge and agree that,beginning with the relevant effective date,Business Associate shall comply with
its obligations under this Addendum and with all obligations of a business associate under HIPAA,HITECH,the HIPAA Rules,and other applicable laws and
regulations;as they exist at the time this Addendum Is executed and as they are amended,for so long as this Addendum Is in place.The parties agree to
take such action as is necessary to amend this Addendum to comply with the requirements of HIPAA HITECH,the HIPAA Rules,and any other applicable law.
4. Permissible Use-and Disclosure of PHI.Business Associate may use and disclose PHI as necessary to carry out its duties to a Covered Entity pursuantto the
terms of the Agreement and as required by law.Business.Associate may also use and disclose PHI(i)for its own proper management and administration,
end(ii)to carry out its legal responsibilities.If Business Associate discloses Protected Health Information to a third party for either above reason,priorto
making any such disclosure,Business Associate must obtain:(i)reasonable assurances-from the receiving party that such PHI will be held confidential and
be disclosed only as required by law or for the purposes for which it was disclosed to such receiving party;and(ii)an agreement from such receiving party to
Immediately notify Business Associate of any known breathes of the confidentiality of the PHI.
5. limitations on Use and Disclosure of PHI.Business Associate shall not,and shall ensure that its directors,officers,employees,subcontractors,and agents
do not,use or disclose PHI in any mannerthat is not permitted by the Agreement or that would violate Subpart E of 45 C.F.R.164("Privacy Rule")if done by
a Covered Entity.All uses and disclosures of,and requests by,Business Associate for PHI are subject to the minimum necessary rule of the Privacy Rule.
6. )2eauired Safeguards to Protect PHI.Business Associate shall use appropriate safeguards and comply with Subpart C of 45 C.F.R.Part 164("Security Rule")
with respect to electronic PHi,to prevent the use or disclosure of PHI other than pursuant to the terms and conditions of this Addendum.
7. Reporting to Covered Entity.Business-Associate shall report to the affected Covered Entity without unreasonable delay:(a)any use or disclosure of PHI not
provided for by the Agreement of which it becomes aware;(b)any breach of unsecured PHI in accordance with 45 C.F.R.Subpart D of 45 C.F.R.164
("Breach Notification Rule");and(c)any security incident of which it becomes aware. With regard to Security Incidents caused by or occurring to Business
Associate,Business Associate shall cooperate with the Covered Entity's Investigation,analysis,notification and mitigation activities,and except for Security
Incidents caused by Covered Entity,shall be responsible for reasonable costs Incurred by the Covered Entity for those activities.Notwithstanding the
foregoing,Covered Entity acknowledges and shall be deemed to have received advanced notice from Business Associate that there are routine occurrences
of:(i)unsuccessful attempts to penetrate computer networks or services maintained by Business Associate;and(iI)immaterial Incidents such as"pinging"
or"denial of services"attacks.
8. Mitigation of Harmful Effects.Business Associate agrees to mitigate,to the extent practicable,any harmful effect of a use or disclosure of PHI by Business
Associate in violation of the requirements of the Agreement,including,but not limited to,compliance with any state law or contractual data breach
requirements.
9. Agreements by Third Parties.Business Associate shall enter Into an agreementwith any subcontractor of Business Associate that creates,receives,
maintains or transmits PHI on behalf of Business,Associate.Pursuant to such agreement,the subcontractor shall agree to be bound by the same or greater
restrictions,conditions,and requirements that apply to Business Associate under this Addendum with respect to such PHI.
10. Access to PHI.Within five business days of a request by a Covered Entity for access to PHI about an individual contained In a Designated Record Set,
Business Associate:shall make available to the Covered Entitysuch PHI for so long as such information is maintained.by Business Associate in the
Designated Record Set,as required by45'C:F.R.164.524.In the event any individual delivers directly to Business Associate a request for access to PHI,
Business Associate shall within five(5)business days forward such request to the Covered Entity.
11. Amendment of PHI.Within five business days of receipt of a request from a Covered Entity for the amendment of anindividual's PHI or a record regarding an
individual contained In a Designated Record Set(for so long as the PHI is maintained In the Designated Record Set),Business Associate shall provide such
information to the Covered Entity for amendment and incorporate any such amendments in the PHI as required by 45 C.F.R.164.526.In the event any
individual delivers directly to Business Associate a request for amendment to PHI,Business Associate shall within five business days forward such request
to the Covered Entity.
12. Documentation of Disclosures.Business Associate agrees to document disclosures of PHI.and information related to such disclosures as would be required
for a Covered Entity to respond to a request by an individual for an accounting of disclosures of PHI in accordance With 45 C.F.R.164.528 and HITECH.
`EXHIBIT A- PAGE- IS OF ?3
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13. Accounting of Disclosures.Within five business days of notice by a Covered Entity to Business Associate that it has received a request for an accounting of
disclosures of PHI,Business Associate shall make available to a Covered Entity Information to permit the Covered Entity to respond to.the request for an
accounting of disclosures of PHI,as required by45 C.F.R.164.528 and HITECH.
14. Other Obligations.To the extent that Business Associate is to carry out one or more of a.Covered Entity's obligations under the Privacy Rule,Business
Associate shall comply with such requirements that apply to the Covered Entity In the performance of such obligations,
15.. Judicial and Administrative Proceedings.In the event Business Associate receives a subpoena,court or administrative order or other discovery request or
mandate for release of PHI,the affected Covered Entity shall have the right to control Business Associate's response to such request,provided that,such
control does not have an adverse impact on Business Associate's compliance with existing laws.Business Associate shall notify the Covered Entity of the
requestas soon as reasonably practicable,but in any event within seven business days of receipt of such request.
16. Availability of Books and Records,Business Associate hereby agrees to make its internal practices,books,and records available to the Secretary of the
Department of Health and Human.Services for purposes of determining compliance with the HIPAA Rules.
17. Breach of Contract by Business Associate.in addition to any other rights a party may have in the Agreement,,this,Addendum or by operation of law or In
equity,either party may:I)immediately terminate the Agreement if the other party violates a material term of this Addendum;or li)at the non-breaching
party's option,permit the breaching party to cure or end any such.violation within the time specified by the non-breaching party.The non-breaching party's
option to have cured a breach of this Addendum shall not be construed as a waiver ofany other rights the non-breaching party has in the Agreement,this
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Addendum or by operation of law or in equity.. •
18. Effect of Termination of Agreement.Upon the termination of the Agreement or this Addendum for any reason,Business Associate shall return to a Covered
Entity or,at the Covered Entity's direction,destroy all PHI received from the Covered Entity that Business Associate maintains in any form,recorded on any
medium,or stored In-any storage system:This provision shall apply to PHI that is in the possession of Business Associate,;subcontractors,and agents.of
Business Associate.Business Associate shall retain no copies of the PHI.Business Associate shall remain bound by the provisions of this•Addendum,even
after termination of the Agreement or Addendum,until such time as all PHI is returned or otherwise destroyed as provided in this Section.For the avoidance 1,
of doubt,de-identified Customer Data shall not be subject to this provision.
19. jniunctive-Relief.Business Associate stipulates that its unauthorized use or disclosure of PHiwhlle performing services pursuant to this Addendum would
cause irreparable harm to a Covered Entity,and in such event,the Covered Entity shall be entitled to Institute proceedings•in any court of competent
jurisdiction to Obtain damages and injunctive relief.
20. Owner of PHI.Under no circumstances shall Business Associate be deemed in any respect to be the owner of any PHI created or received by Business
Associate on behalf of a Covered Entity..
21. Safeguards and Aaorooriate Use of Protected Health Information.Covered Entity is responsible for Implementing appropriate privacyand security
safeguards to protect its PHI in with HIPAA.Without limitation,it is Covered Entity's obligation to:
21.1.Not include PHi in information Covered Entity submits to technical support personnel through a technical support request or to community support
forums..In addition,Business Associate does not act as,or have the obligations of a Business Associate under the HIPAA Rules with respect to
Customer Data once it is sent to or from Covered Entity outside ESO's Software over the public Internet;and
21.2. Implement privacy and security safeguards in the systems,applications,and software Covered Entity controls,configures and connects to ESO's
Software.
22. 'Third Party Rights.The.terms of this Addendum do not grant any rights to any parties other than Business Associate and the Covered.Entity.
23. Signatures.The signatures to the Agreement(or the Quote or other document evidencingthe parties'adoption thereof)indicate agreement hereto and shall
be deemed signatures hereof,whether manual,electronic or facsimile
1EXHiBIT Ate- PAGE it, OF '23
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ESO Products&Services
SaaS Software o Health Data Exchange Connection for EMS
o Electronic Health Record("EHR") o Payer Insight.
• Optional components: o State Repository
• Mobile o Hospital Analytics
• Billing Interface. • Connect
• EMS Data Export Licensed Software
• Fax o Billing
• Patient Tracker • Optional components:
• QuickSpeak • ePCR Import Module
.• Integration:CAD • Payer Insight
o Dispatch
• Integration:Cardiac Monitor • Optional components:
• Integration:Firehouse • Dispatch AVL interface
• QM • Dispatch MDT Interface •
• Staff Scheduling • Dispatch ePCR Export Module •
o Fire •
• Optional components: • • Dispatch Wheelchair Module •
• Properties o FIREHOUSE Enterprise,Web,and Standard •
• Optional components:
• Inspections • Fire Incidents
• Integration:CAD •
• Integration:Telestaff Personnel
o FIREHOUSE Cloud. • Apparatus
• Optional components: • Occupancy
• Fire Incidents • Inventory
• Personnel • Hydrants
• Apparatus
• Staff Scheduling
• Occupancy • Accounts Receivable
• Inventory •
Sketch
• Hydrants • Analytics
• Integration:PCR.
• Staff Scheduling• Accounts Receivable • Integration:EHR
• Sketch • Integration:Teiestaff
• Sketch
Analytics • integration:CAD
• Integration:PCR • Integration:Billing
• integration:EHR o Visual Fire
• Integration:TeiestaffServices
o Support
• Integration:CAD
o Training
• Integration:Billing o Travel
• Inspector for IPad(compatible with Enterprise, Third-Party Software,Third-Party Data,Third-Party Services
Web,and Standard) o TrackEMS
o Personnel Management o Education(Lexipol f/k/a Praetorian Digital)
o Staff Scheduling • EMS1Academy
o Assets
• FireRescuelAcademy
o Inventory • EVALS Implementation
o Checklist • Learning Management System
o SafetyPAD • EMS1&FireRescuel Academy—Implementation
• Optional components: and Configuration
• Airwatch/SOTI Mobile Device Management o IFC National Codes(2012,2015,2018)
• Fax o NFPA Fire Codes
• Integration:CAD o NarcBox Software
o Health Data Exchange(HDE) Third-Party Hardware
• Optional components: o NarcBox Hardware
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'EXHIBIT A ,PAGE 17 OF aL J
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eso Quote.Date: 04/19/2021
Customer Name: Richmond Fire Department
Quote#: Q-35983
Quote valid until: 08/18/2020
ESO Account Manager: Chad Miller
CUSTOMER CONTACT BILLING CONTACT
End User Richmond Fire Department Payer Richmond Fire Address 101South.Fifth
Department
Name Jamey Miller Name Jamey Miller Richmond IN,47374
Email jamiller@richmondindiana.gov Email jamiller@richmondindian Billing Frequency Annual
a.gov
Phone (765)983-7266 Phone (765)983-7266 Initial Term 12 months
Fire RMS Management Bundle
am,*• 8
Ifico:t
Fire RMS Management Bundle $28,221.00 ($1,411.05) $26,809.95 Recurring
RMS Bundle-ESO Assets
RMS Bundle-ESO Checklist
RMS Bundle-ESO Scheduling Plus
RMS Bundle-ESO Fire Incidents
RMS Bundle-ESO Inspections
RMS Bundle-ESO Properties
RMS Bundle-ESO Personnel Management
RMS Bundle-ESO Hydrants
RMS Bundle-ESO Activities
EHR
a' � �
..�;�,��' .._'�=,..6,.,...._�.,..-.�..... ...�:.�..,..;,..,,..w.<..u...-.,. �,.��._..x..,. ,,, ._. � ...a,,,.�w.•.,:M.,». „�.._„... .'. ... .,._ ��s.��z�,,,,.ti.x, .. .�.v._....�..n,.._n....,:.i
ESO EHR 7800 Incidents $14,690.00 ($0.00) $14,690.00 Recurring
EHR Cardiac Monitor Integration 7800 Incidents $995.00 ($0:00:) $995_00 Recurring
EHR Billing Interface 7800 Incidents $595.00 ($595:00") $0.00 Recurring
EHR CAD Integration 7800 Incidents $2,495.00 ($0.00) $2,495.00 Recurring
EHR Fax 7800 Incidents $900.00 ($(3.00) $900.00 Recurring
t a` 3. �ii--r��.}' kz f ,Y�.'vaa- vidAtit
Fire Incidents CAD Integration 7800 Incidents $2,495.00 ($2,495.00) $0.00 Recurring
Total Recurring $ 50,391.00
Total One-Time $ 0.00
Discounts $ (4;501.05)
TOTAL $ 45,889.95
EXHIBIT A PAGE 12'OF OF a3
*Additional fees may be applied by Customer's billing or CAD vendor for certain integrations or interfaces,and Customer is encouraged to
discuss this.with the applicable vendor.
1 �
eso Quote Date: 04/19/2021
Customer Name: Richmond Fire Department
Quote#: Q-35983
Quote valid until: 08/18/2020
ESO Account Manager: Chad Miller
}
j93
ypypyp
EXHIBIT A PAGE I9 OF 9-3
eso Quote Date: 04/19/2021
Customer Name: Richmond Fire Department
Quote#: Q-35983
Quote valid until: 08/18/2020
ESOAccount Manager Chad Miller
TERMS AND CONDMONS:. i.
1.. If the Customer indicated above has an ESO Master Subscription and License Agreement
(MSLA) dated on or after February 20, 2017,then that MSLA will govern this Quote.Otherwise,
Customer Intends and agrees that this Quote adopts and incorporates the terms and conditions of
the MSLA and associated HIPAA business associate agreement hosted at the following web
address,and that the products and services ordered above are subject thereto:
http://bitty/MSlAW
2. The Effective Date of this Quote shall be the final date of signature.
3. If Customer has selected a third party to pay fees on their behalf,the applicable fees
above shall be invoiced to the third party on Customer's behalf.
Richmond Fire Department
[Signature]
[Print Name]
[Title]
[Today's Date]
For EHR, Fire, Personnel Management,Asset Management/Inventory,Scheduling,the following
payment terms apply:
Fees are invoiced at the Billing Frequency 15 days after the Effective Date,with recurring fees due
on the anniversary.
[ig
pt
EXHIBIT A- PAGE as OF P.3
•
esa
Quote Date: 04/19/2021
Customer Name: Richmond Fire Department
Quote#: Q-35983
Quote valid until: 08/18/2020
ESO Account Manager: Chad Miller
EHR
a u as :-t .,Su- ��g w, ; c w+Y`. .d t ���' �,Z°r ���Y
•+a.,• "��,w._��� :s .c � asp`° � „Qs��" �h„� �....�.,..c a+�kt'.
Patient care reporting suite,includes EHR web and mobile client,Quality Management,AdHoc Reports,.Analytics,Patient
ESO EHR Tracker.Allows for unlimited users,unlimited mobile applications,live support,state and federal data reporting,ongoing weekly
web training,software updates and upgrades.
EHR Cardiac Monitor Integration Cardiac monitors integration.Allows for import of cardiac monitor data via local or cloud integration.Ongoing maintenance
included.Unlimited connections-
EHR Fax Enables faxing of patient care records to destination facilities.
EHR Billing Interface Allows for integration of discrete ePCR data into third-party billing software.Ongoing maintenance.included.
EHR CAD integration Allows for integration of CAD data into EHR mobile and web application.Ongoing maintenance included.Additional fees from
your CAD vendor may apply.
sera.,„ - ,�,. i ,r , a f � � l ��.ix,b
RMS Bundle-ESO Fire Incidents Includes Auto EHR-import or Auto-CAD import,federal NFIRS data reporting,software updates and upgrades.
Includes the ability to manage multiple code sets,using those to developed customized Check-lists for inspections.The
RMS Bundle-ESO Inspections application allows you to schedule,manage,execute and finalize inspections as well as reschedule any required follow up
inspections.
RMS Bundle ESO Properties Includes CAMEO integration,Pre-Plan view.Stores property and occupant history(presence of chemicals and tanks,Incidents,
and previous inspections).
RMS Bundle-ESO Hydrants Inventory and document testing and status of hydrants.
RMS Bundle-ESO Activities-Fire Application for tracking non-response activities,including Operations and Community Risk Reduction and Daily Log.
and Fire/EMS Agencies
Fire Incidents CAD Integration Mows for integration of CAD data into the FIRE application.Ongoing maintenance Included.Additional fees from your CAD
vendor may apply,
Personnel Management ` •
(.�a i C_ �� �� �_ b � , ,�Ej, �,a '� d�,��k"q a. � �`k �a" �i� s�s�' �`� ' ""� x ,.
RMS Bundle ESO Personnel Includes tracking of Training classes,certifications,credentials,-immunization records.Discounted as a part of the RMS Bundle.
Management
Asset Management/In`ventory
RMS Bundle-ESO Assets Web-based asset management for Fire and EMS.
RMS Bundle-ESO Checklist Web-based apparatus checklist for Fire and EMS.
Scheduling I
x cow,.. # ,w -u
RMS Bundle-ESO Scheduling Plus Online scheduling,messaging and detailed reporting,plus web-based time clock,attendance tracking,time off management and
payroll output files.
EXHIBIT A PAGE 9-!OF a3
eso Quote Date: 04/19/2021
Customer Name: Richmond Fire Department
Quote#: Q-35983
Quote valid until: 08/18/2020
ESO Account Manager: Chad Miller
Please fill in your contact information below:
Name Email Phone
Primary Business
Contact
Invoicing Contact.
Legal Contact
Software Administrator
Contact
Privacy HIPAA Contact
Tax Exempt YES OR NO If YES, return Exempt.Certificate with
Agreement
Purchase Order YES OR NO If YES, return PO with Agreement
Required?
{
Please email the signed sales order to legal@eso.com and your sales representative.
q€i
EXHIBIT A PAGE aa- OF 93
eso
April 19,2021
Re: ESO Fire RMS&EHR Sole Source Letter
To Whom It May Concern:
ESO Solutions, Inc. ("ESO") is the owner and sole authorized provider of the"ESO Fire RMS" NFIRS
report management software offered as a service,as well as its associated modules and
integrations; fire codes and online training modules are provided by third parties on a non-exclusive
basis. ESO does not engage resellers or channel partners to sell ESO Fire RMS,nor does it provide
ESO Fire RMS to any third party other than end-users.Only ESO can support, maintain, upgrade,and
host data far ESO Fire RMS.
Likewise, ESO is the is the owner and sole authorized provider of ESO's electronic patient care record
software "ESO EHR offered as a service,as well as its associated modules and integrations. ESO
does not engage resellers or channel partners to sell ESO EHR, nor does it provide ESO EHR to any
third party other than end-users.Only ESO can support, maintain,upgrade, and host data for ESO
EHR.
If you desire additional information,do not hesitate to contact me at 866-766-9471 at any time or
visit our website at www_eso.com.
Thank you for your interest in ESO's software products.
Si cerely,
Roda
de '�`" `
General Counsel
EXHIBIT A PAGE 93 OF 93
11500 Alterta Pkwy#100, 0:.866 766 9471 The ESO Mission
Austin;T5xaS 78758 F_512 697 5190 Improue Community Health and satetyThrough the Power el Data
530.com