• DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7
MASTER SUBSCRIPTION AND LICENSE AGREEMENT
, 14,2021
This Master Subscription and License Agreement (this "Agreement") is entered into as of May ("Effective Date"), by and between ESO Solutions, Inc., a Texas corporation having its principal place of business at 11500 Alterra Parkway, Suite 16J Austin, TX 78758, including its controlled subsidiaries, (collectively, "ESO") and Merced Fire Department, having its principal place of business at 99 E 16t St., Merced, CA 95340 ("Customer"). This Agreement consists of the General Terms & Conditions below and any Addenda (as defined below) executed by the parties, including any attachments to such Addenda.
The parties have agreed 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 set forth below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows.
GENERAL TERMS AND CONDITIONS
1. DEFINITIONS. Capitalized terms not otherwise defined in this Agreement "Scheduled Downtime" 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 on Software, SaaS, and Licensed Software are collectively referred to as products or services which is executed by authorized representatives of each Software. party. An Addendum may be (a) an ESO sales form or "Quote", (b) a Statement of Work, or (c) 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 "Anonymized Data" means Customer Data from which all personally which is) provided by ESO under a Software Schedule. identifiable information is removed, as well as the names and addresses of "Third-Party Service" means a service not provided by ESO but which is made Customer and any of its Users and/or Customer's clients (and which, as a available by ESO in connection with its Software under a Software Schedule or consequence, is neither PHI nor identifiable to or by Customer).
Addendum.
"Customer Data" means information, data and other content in electronic "Third-Party Software" means software not owned by ESO but which is (or form that is submitted, posted, or otherwise transmitted by or on behalf of access to which is) provided by ESO under a Software Schedule or Addendum.
Customer through the Software.
"Use Restrictions" means the restrictions imposed on Customer's use of "Deliverable" means software, report, or other work product created pursuant Software as described in Section 3.3.
to a Statement of Work.
"User" means any individual who uses the Software on Customer's behalf or "Documentation" means the Software's user guides and operating manuals. through Customer's account or passwords.
"Feedback" refers to any suggestion or idea for improving or otherwise
2. SOFTWARE ORDERS. During the Term, Customer may order Software modifying ESO's products or services.
from ESO by signing an appropriate Addendum. Customer's license to "Intellectual Property" 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. LICENSE/SUBSCRIPTION TO SOFTWARE "Licensed Software" means the executable, object code 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 volume limitations set forth on the applicable Addendum, subject to Add-on Software or SaaS. Customer's compliance with the Use Restrictions and other limitations "New Version" means any new version of Licensed Software (excluding SaaS contained in this Agreement.
Software) that ESO may from time to time introduce and market generally as a
3.2. Grant of License: Licensed Software. For Licensed Software, during the distinct licensed product, as may be indicated by ESO's designation of a new Term ESO hereby grants Customer a limited, non-exclusive, non- version number, brand or product. transferable, non-assignable, non-sublicensable, revocable license to "Outage" means Customer is unable to access SaaS, or such access is copy and use the Licensed Software, in such quantities as are set forth materially delayed, impaired or disrupted, in each case as caused or controlled on the applicable Addendum and as necessary for Customer's internal by ESO. business purposes, in each case subject to Customer's compliance with the Use Restrictions and other limitations and obligations contained in "Professional Services" means professional services provided by ESO under a Statement of Work.
3.3. Use Restrictions. Except as provided in this Agreement or as otherwise "Protected Health Information" or "PHI" has the meaning set forth in HIPAA. All authorized by ESO, Customer has no right to, and shall not: (a) references herein to PHI shall be construed to include electronic PHI, or ePHI, decompile, reverse engineer, disassemble, print, copy or display the as that term is defined by HIPAA. Software or otherwise reduce the Software to a human-perceivable form "Reporting Services" 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; (c) 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, modify or create derivative works based upon the Software either in tool provided through the Software.
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 any third party (including SaaS does not include Licensed Software. any affiliate not specifically listed in the applicable Addendum).
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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
5. FEES
and trademarks reproduced through the Software, except to the limited 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 for the Software and Professional Services components, except to the limited extent that this Agreement as set 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-party to 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- Party Payer will enter into a written agreement with ESO regarding such
3.5.1. ESO neither accepts liability for, nor warrants the functionality, arrangement, (ili) Customer may replace the Third-Party Payer by written utility, availability, reliability or accuracy of, Third-Party Software or notice to ESO (provided that no such change shall be made until the Third-Party Services. The Third-Party Software "EMS1 Academy" then-current Term's renewal), (iv) references within this Section 5 to and/or "FireRescue1 Academy" and/or "EMS1 & FireRescue 1 Customer's responsibility for Fees shall be understood to refer to the Academy - Implementation and Configuration" and/or "Learning Third-Party Payer when applicable, and (v) Customer shall remain Management System" and/or "EVALS Implementation" (collectively, responsible for payment if the Third-Party Payer does not pay the Fees. "Education") is offered by ESO in collaboration with Lexipol, f/k/a 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 5.4. Taxes and Fees. The Fees are exclusive of all taxes and credit card http://www.praetoriandigital.com/LMS-Master-Service-Agreement. which shall supersede this Agreement as it applies to Customer's processing fees, if applicable. Unless and until Customer provides ESO a tax exemption certificate, Customer will be responsible for and will use of Education and any Customer Data stored therein.
remit (or will promptly reimburse 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, ESO 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 of the Customer's fiscal term if Customer provides evidence that its forth in the applicable Addendum, (ii) disclose, release, distribute, governing body did not appropriate sufficient funds for the next fiscal or deliver Third-Party Data, or any portion thereof, to any third party (iii) copy, modify, or create derivative works of Third-Party Data, (iv) year. Notwithstanding the foregoing, this provision shall not excuse Customer from past payment obligations or other Fees earned and rent, lease, lend, sell, sublicense, assign, distribute, publish, 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. Usage Monitoring. Customer is solely responsible for its own adherence otherwise circumvent the usage limitations included in the to volume and use limitations 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 owe ESO 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 the functionality, 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. Ierm. The term of this Agreement (the "Term") commences on the Effective Date and continues for a period of one year (or any longer
4.1. Hosting & Management. Customer shall be responsible for hosting and 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 falling below 99% by providing written notice. The breaching party shall have 30 days from 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 ESO MSLAV20190823 CONFIDENTIAL 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 Downtime to 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.
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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 law. Customer shall party shall protect Confidential Information with the same degree of remain obligated to pay appropriate Fees at ESO's then-current care it 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 promptly notify the disclosing party of any misuse Agreement includes a multi-year discount plan with diminishing or misappropriation of Confidential Information of which it is aware. discounts, and Customer terminates the Agreement prior to the 9.3. Termination & Return. With respect to each item of Confidential completion of the discount plan, Customer shall promptly pay ESO's Information, the obligations of nondisclosure will terminate three years invoice recouping such discounts for a maximum of two years prior after the date of disclosure; provided that, such obligations related to to the date of termination. Confidential Information constituting ESO's trade secrets shall continue 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 certify
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 or termination of this Agreement. 9.5. Open 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 it is fully implemented (and required to be disclosed by law, a lawful public records request, or subject to Customer's adherence to Sections 3.3, 4.1 and 13.4), ESO judicial order, provided that prior to such disclosure, written notice of warrants that the Software will reliably collect, transmit, store and/or such required disclosure shall be given promptly and without permit access to data in compliance with applicable law and industry unreasonable delay by the receiving party in order to give the disclosing standards. party the opportunity to object to the disclosure and/or to seek a protective order. The receiving party shall reasonably cooperate in this
7.2. Due Authority. Each party's execution, delivery and performance of this effort. In addition, Customer may disclose the contents of this Agreement and each agreement or instrument contemplated by this Agreement solely for the purpose of completing its review and approval Agreement is duly authorized by all necessary corporate or government processes under its local rules, if applicable.
action.
10. INSURANCE. Throughout the Term (and for a period of at least three
7.3. Customer Cooperation. Customer agrees to use current operating systems and reasonably and timely cooperate with ESO, including years thereafter for any insurance written on a claims-made form) ESO shall maintain in effect the insurance coverage described below:
providing ESO reasonable access to its equipment, software and data as necessary for the implementation and operation of the Software. 10.1. Commercial general liability insurance with a minimum of $1 million per occurrence and $1 million aggregate;
8. DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE PROVIDED IN SECTION 7, ESO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED. 10.2. Commercial automobile liability insurance covering use of all non- INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS owned and hired automobiles with a minimum limit of $1 million for FOR A 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 accident or disease; and
9. CONFIDENTIALITY
10.4. Computer processor/computer professional liability insurance (a/k/a
9.1. "Confidential Information" refers to the following items: (a) any technology errors and omissions) covering the liability for 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 arising from 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 secret or 11.1. IP Infringement. Subject to the limitations in Section 12, ESO shall otherwise confidential; and (f) Customer Data which does not comprise defend and indemnify Customer from any damages, costs, liabilities, expenses (including reasonable attorney's fees) ("Damages") actually include information that: (i) is in the other party's possession at the time incurred or finally adjudicated as to any third-party claim or action of disclosure free of duty of non-disclosure; (ii) is independently alleging that the Software delivered pursuant to this Agreement developed without use of or reference to Confidential Information; (iii) infringe or misappropriate any third party's patent, copyright, trade becomes known publicly, before or after disclosure, other than as a secret, or other intellectual property rights enforceable in the ESO MSLAv20190823 CONFIDENTIAL result of the receiving party's improper action or inaction; (iv) is applicable jurisdiction (each, an "Indemnified Claim"). If Customer approved for release in writing by the disclosing party; (v) as to ESO, makes an Indemnified Claim under this Section or if ESO determines Customer's Feedback; or (vi) is PHI (which shall be governed by the 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 DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7 Fees on a pro-rata basis for such Addendum. Notwithstanding the 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 or arising 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 under this Agreement or as required by applicable law or legal or
11.2. Indemnification Procedures. Upon becoming aware of any matter which is subject to the provisions of Sections 11.1 (a "Claim"), governmental authority. ESO shall give Customer prompt notice of any Customer must give prompt written notice of such Claim to ESO, such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise contest accompanied by copies of any written documentation regarding the such required disclosure, at Customer's expense.
Claim received by the Customer. ESO shall compromise or defend, at its own expense and with its own counsel, any such Claim. Customer 13.3. Anonymized 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. Without limiting the 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. or other information derived therefrom.
12. LIMITATION OF LIABILITY 13.4. Internet Access. Customer is solely responsible for obtaining, maintaining, and securing its network connections, and acknowledges
12.1. LIMITATION OF DAMAGES. NEITHER ESO NOR CUSTOMER SHALL BE such connections are essential to the effective operation of the
LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, Software. ESO makes no representations to Customer regarding the
PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING CLAIMS FOR
reliability, performance or security of any network or service provider
DAMAGES FOR LOST PROFITS, GOODWILL, USE OF MONEY,
not provided or managed by ESO.
INTERRUPTED OR IMPAIRED USE OF THE SOFTWARE, AVAILABILITY OF 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 to all proprietary and intellectual property rights of the Deliverables (a) ESO'S OBLIGATIONS UNDER SECTION 11 SHALL BE LIMITED TO (including, without limitation, patents, trade secrets, copyrights, and $500,000.
trademarks), as well as title to any copy 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 Customer any 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 PARTY'S 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 SHALL NOT EXCEED THE FEES PAID BY (OR ON BEHALF Agreement.
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 Addendum attached as Exhibit B and incorporated
12.4. THE FOREGOING LIMITATIONS, EXCLUSIONS, DISCLAIMERS SHALL
APPLY REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS
15.3. Equal Opportunity. The parties shall abide by the requirements of 41
BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a), and the posting TORT OR OTHERWISE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY requirements of 29 CFR Part 471, appendix A to 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 AS TO MAKE THE LIMITATION PERMITTED TO THE FULLEST EXTENT status, disability, race, color, religion, sex, sexual orientation, gender identity or national origin).
POSSIBLE UNDER SUCH LAW. THE PARTIES AGREE THAT THE
LIMITATIONS SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK 15.4. Excluded Parties List. ESO agrees to report to Customer if an employee ESO MSLAV20190823 CONFIDENTIAL CONSTITUTING IN PART THE CONSIDERATION FOR ESO'S SOFTWARE or contractor is listed by a federal agency as debarred, excluded or AND SERVICES TO CUSTOMER, AND SUCH LIMITATIONS WILL APPLY otherwise ineligible for participation in federally funded health care
NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSES OF
ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. 16. PHI ACCURACY & COMPLETENESS
12.5. THIS SECTION 12 SHALL SURVIVE EXPIRATION OR TERMINATION OF 16.1. Customer Responsibilities. The Software allows Customer and its THE AGREEMENT. Users to enter, document, and disclose Customer Data, and as such, ESO gives no representations or guarantees about the accuracy or Page
DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7 completeness of Customer Data (including PHI) entered, uploaded or hurricanes, earthquakes, other acts of God or of nature, strikes or disclosed through the Software. Customer is solely responsible for any other labor disputes, riots or other acts of civil disorder, embargoes, or decisions or actions taken involving patient care or patient care other causes beyond the performing party's reasonable control management, whether those decisions or actions were made or taken (collectively, "Force Majeure"). In such event, however, the delayed using information received through the Software. party must promptly provide the other party notice of the Force Majeure. The delayed party's time for performance will be excused for
16.2. HDE Customer Certifications. In the interest of furthering community the duration of the Force Majeure, but if the event last longer than 30 health through the power of data, ESO encourages Customers days, the other party may immediately terminate the applicable subscribing to ESO's Health Data Exchange ("HDE") Software to Addendum. empower joint healthcare providers by incorporating relevant, HIPAA- compliant data elements in Customer's outgoing patient care records 17.8. Marketing. If requested by ESO, Customer agrees to reasonably delivered through HDE. ESO shall annually accredit qualifying cooperate with ESO's preparation and issuance of a public customers with Gold, Silver, or Bronze level certifications in announcement regarding the relationship of the parties. accordance with Exhibit C, and Customer may reference such
17.9. Waiver & Breach. Neither party will be deemed to waive any rights certification in marketing materials.
under this Agreement except through an explicit written waiver made
17. MISCELLANEOUS by an authorized representative. No waiver of a breach of this Agreement will constitute a waiver of any other breach hereof.
17.1. Independent Contractors. The parties are independent contractors.
Neither party is the agent of the other, and neither may make 17.10. Survival of Terms. Unless otherwise stated, all of ESO's and commitments on the other's behalf. The parties agree that no ESO Customer's respective obligations, representations and warranties employee or contractor is or will be considered an employee of under this Agreement which are not, by the expressed terms of this Customer. Agreement, fully to be performed while this Agreement is in effect shall survive the termination of this Agreement.
17.2. Notices. Notices provided under this Agreement must be in writing and delivered by (a) certified mail, return receipt requested to a party's 17.11. Ambiguous Terms. This Agreement will not be construed against any principal place of business as forth in the recitals on page 1 of this party by reason of its preparation.
Agreement, (b) hand delivered, (c) facsimile with receipt of a
17.12. Governing Law. This Agreement, any claim dispute or controversy "Transmission Confirmed" acknowledgment, (d) e-mail to a person hereunder (a "Dispute") will be governed by (i) the laws of the State of designated in writing by the receiving party, or (e) delivery by a Texas, or (ii) if Customer is a city, county, municipality or other reputable overnight carrier service. In the case of delivery by facsimile governmental entity, the law of state where Customer is located, in or e-mail, the notice must be followed by a copy of the notice being each case foregoing without regard to its conflicts of law. The UN delivered by a means provided in (a), (b) or (e). The notice will be Convention for the International Sale of Goods and the Uniform deemed given on the day the notice is received.
Computer Information Transactions Act will not apply. In any Dispute,
17.3. Merger Clause. In entering into this Agreement, neither party is relying each party will bear its own attorneys' fees and costs and expressly upon any representations or statements of the other that are not fully waives any statutory right to attorneys' fees. expressed in this Agreement; rather, each party is relying on its own
17.13. New Versions & Sunset. If ESO releases a New Version of Licensed judgment and due diligence and expressly disclaims reliance upon any Software (i.e., not SaaS), Customer may elect to receive such New representations or statement not expressly set forth in this Agreement.
Version, subject to a relicense fee of 75% of the standard price for In the event the Customer issues a purchase order, letter or any other such new version. All New Versions provided under this Agreement will document addressing the Software or Services to be provided and constitute Licensed Software and be subject to the terms and performed pursuant to this Agreement, it is hereby specifically agreed conditions of this Agreement. ESO may discontinue Support Services and understood that any such writing is for the Customer's internal for Licensed Software upon 12 months' notice to Customer. purposes only, and that any terms, provisions, and conditions contained therein shall in no way modify this Agreement. 17.14. No Class Actions. NEITHER PARTY SHALL BE ENTITLED TO JOIN OR
CONSOLIDATE CLAIMS BY OR AGAINST OTHER ESO CUSTOMERS, OR
17.4. Severability. To the extent permitted by applicable law, the parties
PURSUE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A hereby waive any provision of law that would render any clause of this PRIVATE ATTORNEY GENERAL CAPACITY.
Agreement invalid or otherwise unenforceable in any respect. If a provision of this Agreement is held to be invalid or otherwise 17.15. Dispute Resolution. Customer and ESO will attempt to resolve any unenforceable, such provision will be interpreted to fulfill its intended Dispute through negotiation or by utilizing a mediator agreed to by the purpose to the maximum extent permitted by applicable law, and the parties, rather than through litigation. Negotiations and mediations will remaining provisions of this Agreement will continue in full force and be treated as confidential. If the parties are unable to reach a effect. resolution within 30 days of notice of the Dispute to the other party, the parties may pursue all other courses of action available at law or in
17.5. Subcontracting. Except for training and implementation services equity.
related to the Software, neither party may subcontract or delegate its obligations to each other hereunder, nor may it contract with third 17.16. Technology Export. Customer shall not: (a) permit any third party to parties to perform any of its obligations hereunder except as access or use the Software in violation of any U.S. law or regulation; or contemplated in this Agreement, without the other party's prior written (b) export any software provided by ESO or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing.
17.6. Modifications and Amendments. This Agreement may not be amended Customer shall not permit any third party to access or use the except through a written agreement signed by authorized ESO MSLAV20190823 CONFIDENTIAL Software in, or export such software to, a country subject to a United representatives of each party, provided that the Customer agrees that States embargo (as of the Effective Date - Cuba, Iran, North Korea, ESO may rely on informal writings (including emails) of Customer's Sudan, and Syria).
authorized representatives to (i) terminate Software products and services and (ii) approve or ratify rate or tier increases for Software 17.17. Order of Precedence. In the event of any conflict between this products and services then in use by Customer. Agreement, Addenda or other attachments incorporated herein, the
17.7. Forçe Majeure. No delay, failure, or default will constitute a breach of following order of precedence will govern: (1) the General Terms and Conditions; (2) any Business Associate Agreement; (3) the applicable this Agreement to the extent caused by acts of war, terrorism, Addendum, with most recent Addendum taking precedence over DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7 earlier ones; and (4) any ESO policy posted online, including without 17.18. Counterparts. This Agreement may be executed in one or more limitation its privacy policy. No amendments incorporated into this counterparts. Each counterpart will be an original, and all such Agreement after execution of the General Terms and Conditions will counterparts will constitute a single instrument. amend such General Terms and Conditions unless it specifically states its intent to do so and cites the section or sections amended. 17.19. Signatures. Electronic signatures on this Agreement or on any Addendum (or copies of signatures sent via electronic means) are the equivalent of handwritten signatures.
Paze 6 ESO MSLAV 20190823 CONFIDENTIAL
DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
ESO Solutions, Inc. Customer
-DocuSigned by:
Robert Munden stiphani hut
By:_ By:_
-BB3BGB55088847E.
(signature) signatur
Robert Munden stephanie Dietz
Name: Name:
(print name) (print name)
General Counsel & secretary City Manager
Title:_ Title:
(print title) (print title
APPROVED AS TO FORM:
1-28-21
Account Number: 061-0924-522-24-00 OHN B. GOULART Date
Senior Deputy City Attorney
Amount: #18970.00
-
VERIFIED
BY: /
Finance Officer
FINANCE ENTRY
Contract No: 301498
Vendor Number: 17924
P.O. Number: 140890
Proj# 234908
Funds Available: yes.us 21100121
02/10/21
72 2/14121
ATTEST:
CITY ČLERK полост
Assistant/Deputy City Clerk : 1889 ESO MSLAv20190823 CONFIDENTIAL A.D
MCPORATO NAT
Pase 7
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
ESO Solutions, Inc. Customer
By:_ By:
(signature) (signature)
Name:_ Name:
(print name) (print name)
Title:_ Title:
(print title) (print title)
APPROVED AS TO FORM:
AnD. Aoulat 1-28-21
SOHN B. GOULART Date
Senior Deputy City Attornel
DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7 EXHIBIT A-1
SAAS SOFTWARE SCHEDULE
(Applications - ESO EHR, ESO Fire, ESO PM, FIREHOUSE Cloud, IFC Codes, EMS1 Academy, FireRescue1 Academy, Staff Scheduling, Assets, Inventory, Checklist) The Saas subscription term shall begin 15 calendar days after the Effective Date ("SaaS Subscription Start Date"). Customer shall be deemed to have accepted the SaaS on the SaaS Subscription Start Date. The parties will make reasonable efforts to ensure that Customer is able to use the SaaS as contemplated as quickly as possible, but in no event will the Saas Subscription Start Date be modified for implementation delays.
2. The following SaaS may be ordered under this Exhibit:
2.1. ESO Electronic Health Record ("EHR") is a SaaS software application for prehospital patient documentation (http://www.eso.com/software/ehr).
2.2. ESO Personnel Management ("PM") is a SaaS software application for tracking personnel records, training courses and education history (http://www.eso.com/software/personnel-management).
2.3. ESO Fire is a SaaS software application for FIRS reporting (http://www.eso.com/software/fire).
The following Third-Party Data and/or Software may be ordered under this Exhibit: 2018 International Fire Code, 2015 International Fire Code, 2012 International Fire Code, Education (see section 3.5).
4. Third-Party Payer is responsible for the following products and Fees:
Merced County Emergency Medical Services agrees to pay for the first year of the below subscription amount:
EHR
MOONE Foo type
ESO EHR ( 7600 Incidents $14,690.00 ($0.00 ) $14,690.00 Recurring EHR CAD Integration 7600 Incidents $2,495.00 ($0.00) $2,495.00 Recurring EHR Setup & Online Training 3 Sessions $1.785.00 ($0.00) $1,785.00 One-time EHR - FIREHOUSE Interface 7600 Incidents $995.00 ($995.00) $0.00 Recurring Total Recurring 18,180.00
Total One-Time $ 1,785.00
Discounts (995.00)
TOTAL $ 18,970.00
5. Customer hereby agrees to timely pay for the following products for all subsequent years according to the schedule below:
Pare 8 ESO MSLAV20190823 CONFIDENTIAL
DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7 EHR
Product Volume Discount Fatel Foo type
ESO EHR 7600 Incidents $14,690.00 ($0.00 ) $14,690.00 Recurring EHR CAD Integration 7600 incidents $2,495.00 ($0.00) $2,495.00 Recurring EHR Setup & Online Training 3 Sessions $1,785.00 ($0.00 ) $1.785.00 One-time EHR - FIREHOUSE Interface 7600 Incidents $995.00 ($995.00) $0.00 Recurring Total Recurring 18,180.00
Total One-Time 1,785.00
Discounts (995.00)
TOTAL 18,970.00
6. All the Fees above will be invoiced by ESO as follows:
6.1. Training and Training Travel Fees shall be invoiced on the Effective Date.
6.2. During the first year, 100% of the remaining Fees shall be invoiced on the SaaS Subscription Start Date.
6.3. During the second year and any renewal years thereafter, 100% of the recurring Fees shall be due on the anniversary of the Saas Subscription Start pare 9 ESO MSLAV20190823 CONFIDENTIAL
DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7
EXHIBIT B
SUPPORT SERVICES ADDENDUM
1. DEFINITIONS. Capitalized terms not defined below shall have the same meaning as in the General Terms & Conditions.
1.1. "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. "Emai report means ability to make requests for technical support assistance by email at any time concerning the use of the then current release
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. "Initial Response" means the first contact by a Support Representative after the incident has been logged and a ticket generated. This may includ an automated email response depending on when the incident is first communicated .7. "Management Escalation" means, if the initial Workaround or Fix does not resolve the Error, notification of management that such Errors) have bee eported and of steps being taken to correct such Errors
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. "S every 2 aces a or compriet of so ovar is stil perable; however, one or more significant features or functionality are unavailable (6z, a
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. "Sorkar undate means if the initial Workaround or Fix cannot resolve the Error, notification of the Customer regarding the progress of the
1.4. "Online Support" means information available through ESO's website (www.eso.com), including frequently asked questions and bug reporting via Live
1.5. "Support Representative" shall be ESO employee(s) or agents) designated to receive Error notifications from Customer, which Customer's Administrator has been unable to resolve.
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 Error without substantially impairing Customer's use of the Software.
SUPPORT SERVICES.
.1. Customer will provide at least one administrative employee (the "Administrator" or "Administrators") who will handle all requests for first-level suppor om Customer's employees with respect to the Software. Such support is intended to be the "front line" for support and information about th oftware to Customer's Users. ESO will provide training, documentation, and materials to the Administrator to enable the Administrator to provid echnical support to Customer's Users. The Administrator will notify a Support Representative of any Errors that the Administrator cannot resolve an 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-mail Support, 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,
DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7 messages appearing upon login to the Software or other means of broadcasting Status Update(s) to multiple customers affected by the same Error, such as a customer portal.
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.
3. ERROR PRIORITY LEVELS. Customer will report all Errors to ESO via e-mail ([email protected]) 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 1 Error, ESO shall (i) commence Error Correction promptly; (i) provide an Initial Response within four hours; (i) 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; (il) 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.
3.3. Severity 3 Error. ESO shall (i) commence Error Correction promptly; (i) provide an Initial Response within three business days; and iii) 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 SOW. 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.
5. EXCLUSIONS.
5.1. ESO shall have no obligation to perform Error Corrections or otherwise provide support for: (i) Customer's repairs, maintenance or modifications to the Software (if permitted): (i) 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 (vil) any other causes beyond the ESO's reasonable control.
5.2. ESO shall have 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.
5.3. 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.
5.4. Customer is solely responsible for its selection of hardware, and ESO shall not be responsible the performance of such hardware even if ESO makes recommendations regarding the same.
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 SO. 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.
PaRe 11 ESO MSLAV20190823
DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7
EXHIBT C
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 Master Subscription and License Agreement (the "Agreement") into which this HIPAA Business Associate Addendum (this "Addendum") has been incorporated, 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.
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 by Business 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, shall 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.
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 pursuant to 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, and (ii) to carry out its legal responsibilities. If Business Associate discloses Protected Health Information to a third party for either above reason, prior to 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 breaches 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 manner that 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. Required 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 agreement with 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 Entity such PHI for so long as such information is maintained by Business Associate in the Designated Record Set, as required by 45 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 an individual'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 ndividual 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. par 12 ESO MSLAV20190823
DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7
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 by 45 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 request as 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 has violated a material term of this Addendum; or il) 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 of any other rights the non-breaching party has in the Agreement, this 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 PH 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 has been returned or otherwise destroyed as provided in this Section. For the avoidance of doubt, de-identified Customer Data shall not be subject to this provision.
19. Injunctive Relief. Business Associate stipulates that its unauthorized use or disclosure of PHI while 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 Appropriate Use of Protected Health Information. Covered Entity is responsible for implementing appropriate privacy and security safeguards to protect its PHI in compliance 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 document evidencing the parties' adoption thereof) indicate agreement hereto and shall be deemed signatures hereof, whether manual, electronic or facsimile.
Pare 1,3 ESO MSLAV20190823
Report Prepared by: Janet German, Management Analyst, Fire Department ..Title
SUBJECT: Approval of the Purchase of ESO Solutions, Inc. Records Management System Software Via an Addendum to the Master Subscription and License Agreement for the "Electronic Patient Care Records" System, Approval to Waive the Competitive Bidding Requirement in Conjunction with the Previously Approved for Information Only Agreement Titled "Electronic Patient Care Records", Authorization for Three Additional One-Year Renewals, and Approval to Terminate the Existing Agreement for the FireHouse Records Management System
REPORT IN BRIEF
Considers authorizing the purchase of ESO Solutions, Inc. records management system software via an Addendum to the Master Subscription and License Agreement for the "electronic Patient Care Records" system with an initial cost of $12,705, waiving the competitive bidding requirement in conjunction with the previously approved for information only agreement titled "electronic Patient Care Records" at a cost of $18,970 (cost borne by the County of Merced), authorizing three additional one-year renewals, and terminating the existing agreement for the FireHouse records management system.
RECOMMENDATION
City Council - Adopt a motion:
A. Authorizing the City Manager to terminate the existing software subscription with ESO Solutions, Inc.'s agreement for the FireHouse records management system, City Contract No. 300980;
B. Authorizing the City Manager to negotiate and execute an addendum to the Master Subscription and License agreement with ESO Solutions, Inc. at an initial cost of $12,705 for the purchase of ESO's records management system (Fire incidents CAD Integration, fire incidents, inspections, properties, activities and permits), with three additional one-year renewals, for a total amount not to exceed $64,792.87 (including a 10% contingency) over a three year period, with future funding contingent upon City Council's budget approval;
C. Authorizing the City Manager to negotiate and execute the software subscription agreement with ESO Solutions, Inc. for the 2nd year's cost of $19,539.10 for the records management system (electronic Patient Care Reporting), with three additional one-year renewal options, for a total amount not to exceed $89,918.73 (including a 10% contingency) over a three year period, with future funding contingent upon City Council's budget approval; and,
D. Authorizing the waiving of the competitive bidding requirement in order to maintain standardization of software and the sole source provider of the Fire Department's current records management software, pursuant to Merced Municipal Code, Article
3.04.210 - Exemptions from Competitive Bidding;
E. Authorizing the Finance Officer to make the necessary budget adjustments. ..Body
ALTERNATIVES
1. Approve, as recommended by staff; or,
2. Approve, subject to other than recommended gy staff; or,
3. Deny; or,
4. Refer to staff for reconsideration of specific items; or,
5. Continue to a future meeting.
AUTHORITY
Merced Municipal Code
• The Charter, Article II-Power of City, Sec. 200-Powers • The Charter, Article XI-Fiscal Administration, Section 1105-Budget- Appropriations
• Title 3-Revenue and Finance-Chapter 3.04-Purchasing System-Article 3.04.210 - Exemptions from Competitive Bidding
California Health and Safety Code §13110.5
CITY COUNCIL PRIORITIES
Public Safety as provided for in the FY 21/22 budget priorities.
DISCUSSION
Background:
California Health and Safety Code (HSC) §13110.5 mandates that each fire department operated by the state, a city, city and county, fire protection district, organized fire company, or other public or private entity which provides fire protection, shall furnist information and data to the Office of the State Fire Marshal relating to each fire which occurs within its area of jurisdiction.
The Local Emergency Medical Services Authority (LEMSA) participation in the Statewide Emergency Medical Services data system, California Emergency Medical Services Information System (CEMSIS), is required consistent with HSC §1797.102 in providing the Emergency Medical Service's Authority with information necessary to assess the effectiveness of emergency medical services in each EMS area or the system's service area. The EMS Authority tasks the LEMSA's with the extraction and submission of core measure reports based on their local databases.
To meet the above endeavors, the Merced Fire Department has continuously used FireHouse Software since 2003, which is owned by ESO Solutions, LLC, hereinafter referred to as ESO. In 2020, to comply with HSC §1797.227 which requires all Merced County EMS providers to submit their EMS data to the Merced County EMS Agency for California State CEMSIS & National Emergency Medical Services Information System (NEMSIS) reporting, the County EMS Agency implemented a regional EMS electronic Patient Care Report (ePCR) system and selected ESO as the software vendor.
Furthermore, utilizing "EMS System Enhancement Trust" funds, the first-year cost ($18,970) of the ePCR software was be borne by the County and the city would be responsible for all future costs. Consequently, the city entered into a software subscription agreement with ESO and City Council was apprised of the information-only contract on 03/01/21. The agreement renews annually, unless terminated by either party with a minimum of 60-day notice.
FireHouse Software was built on FoxPro's software platform and then later Visual FoxPro, and support for these platforms ceased in 2015. Consequently, ESO or any vendor cannot continue development of FireHouse Software without support of the underlying development and database platform. Additionally, in 2018, ESO announced that they would be phasing out FireHouse Software and the new RMS was released in June, 2020. Staff is recommending the replacement/update of the existing RMS system, due to the end of life of the existing FireHouse system.
City Council Prior Actions
Date Council Amount | Cumulative Term Agreement Agreement Comments Action Agreement No. Purpose
with ESO
Solutions,
Inc.
07/01/19 Information - $9,158.38 $9,158.38 03/01/19- 300980 Records Year 1 of Only 02/29/20 Management | Agreement
System
01/31/20 N/A $9,433.13 $18,591.51 03/01/20- 300980 Records Year 2 of 02/28/21 Management Agreement
System
01/30/21 N/A $9,716.16 $28,307.67 03/01/21- 300980 Records Year 3 of 02/28/22 Management Agreement
System
03/01/21 Information $18,970.00 1$28,307.67 05/24/21- 301498 electronic Year 1 of Only 04/23/22 Patient Care Agreement
Reporting
'The County of Merced directly paid ESO Solutions, Inc. for the first-year cost and the city had no expense for the ePCR system for the first year.
Justification for Waiving of Competitive Bidding Process and Standardization ESO is the only source for annual maintenance of the ESO's ePCR and software that was selected and paid for by the County of Merced. The sole source letter is included as an attachment and applies to all of ESO's products.
Since 2003, the fire department has had one vendor to provide ePCR, RMS, and the CAD monitor, therefore no dual entry of data was necessary. In other words, if patient data was entered into the ePCR system, it would automatically update in the RMS. If a different vendor is selected for RMS, then firefighters will need to enter the information twice, once into the ePCR system and a second time into the RMS. If ESO is selected for RMS, then the interactions of CAD, ePCR, and the RMS will continue to seamlessly interface and will allow interoperability between systems and other agencies within the County as well. Put simply our ePCR and RMS software will contain modules that speak to each other to minimize data entry, searching, and other time-wasting activities. In summary, standardization is of utmost importance to avoid duplication of effort by inputting the same information multiple times.
Should the City Council approve the purchase of the ESO's RMS at a first-year cost of $12,705 then Agreement No. 300980 for ESO's FireHouse Records Management System will be terminated, with Council's approval.
ESO will then provide software maintenance for all of the Fire Department's RMS modules: Fire incidents CAD Integration, fire incidents, inspections, properties, activities, permits, and ePCR under an addendum to the existing Master Subscription and License Agreement. The RMS and ePCR will both have one-year terms with an annual 3% uplift on renewal. The contract auto renews annually unless either party cancels within a stipulated time frame. The Fire Department, will return to Council prior to four years from the contract date to apprise council and seek their approval prior to auto renewing the contract prior to renewal in Fiscal Year 25/26.
The projected financial impact for the systems is reflected below:
Fiscal RMS ePCR RMS & Cumulative Cumative
Year Amount Amount ePCR Total Agreement Agreement
Amount with ESO with ESO
Solutions, Solutions,
Inc. Inc.
(Including
10%
Contingency)|
21/22 $12,705.00 | $19,539.10 $ 32,244.10 $ 32,244.10 $ 35,468.51 - 22/23 $14.946.33 $20,125.27 $ 35,071.60 $ 6฿,315.70 ] $ 72,947.27 23/24 $15,394.72 $20,729.03 $ 36,123.75 6103,439.45 $113,783.40 - 24/25 $15,856.56 $21,350.90 $ 37,207.46 $140,646.91 | $154,711.60 TOTAL | $58,902.61 $81,744.30 $140,646.91 $140,646.91 | $154,711.60
IMPACT ON CITY RESOURCES
The contract to be awarded to ESO is for an amount not to exceed $154,711.60 (including 10% contingency) and staff will return to City Council with a request to terminate or renew the Master Subscription and License Agreement prior to Fiscal Year 25/26. Future year funding for this agreement is contingent upon City Council budget approval.
ATTACHMENTS
1. ePCR Master Subscription and License Agreement between ESO and the City of Merced
2. ePCR Services Payment Agreement between ESO and the County of Merced
3. ESO Sole Source Letter
DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7
EXHIBIT B
SUPPORT SERVICES ADDENDUM
1. DEFINITIONS. Capitalized terms not defined below shall have the same meaning as in the General Terms & Conditions.
1.1. "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 has been logged and a ticket generated. This may include an automated email response depending on when the incident is first communicated.
1.7. "Management Escalation" means, if the initial Workaround or Fix does not resolve the Error, notification of management that such Errors) have been reported and of steps being taken to correct such Errors).
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. "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" shall be ESO employee(s) or agents) designated to receive Error notifications from Customer, which Customer's Administrator has been unable to resolve.
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 Error without substantially impairing Customer's use of the Software.
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 respect to 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-mail Support, 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, PARe 10 ESO MSLA 20190823
DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7 messages appearing upon login to the Software or other means of broadcasting Status Update(s) to multiple customers affected by the same Error. such as a customer portal.
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.
3. ERROR PRIORITY LEVELS. Customer will report all Errors to ESO via e-mail ([email protected]) 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 1 Error. ESO shall (i) commence Error Correction promptly; (ii) provide an Initial Response within four hours: (ii) 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; (iii) 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.
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 SOW. 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.
5. EXCLUSIONS.
5.1. ESO shall have no obligation to perform Error Corrections or otherwise provide support for: (i) Customer's repairs, maintenance or modifications to the Software (if permitted): (il) 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. ESO shall have 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.
5.3. 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.
5.4. Customer is solely responsible for its selection of hardware, and ESO shall not be responsible the performance of such hardware even if ESO makes recommendations regarding the same.
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.
Pare 11 ESO MSLAV20190823
DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7
EXHIBITC
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 Master Subscription and License Agreement (the "Agreement") into which this HIPAA Business Associate Addendum (this "Addendum") has been incorporated, 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.
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 by Business Associate from or on behalf of Covered Entity in any form or medium whatsoever.
Definitions. For purposes of this Addendum, the terms used herein, unless otherwise defined, shall 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.
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 pursuant to 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, and (ii) to carry out its legal responsibilities. If Business Associate discloses Protected Health Information to a third party for either above reason, prior to 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 breaches 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 manner that 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.
Required 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 PHl 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 iii) 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 agreement with 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 Entity such PHI for so long as such information is maintained by Business Associate in the Designated Record Set, as required by 45 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 an individual'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 PHl in accordance with 45 C.F.R. 164.528 and HITECH. pare 12 ESO MSLAV20190823
DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7
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 by 45 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 request as 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 has violated a material term of this Addendum; or il) 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 of any other rights the non-breaching party has in the Agreement, this 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 has been returned or otherwise destroyed as provided in this Section. For the avoidance of doubt, de-identified Customer Data shall not be subject to this provision.
19. Injunctive Relief, Business Associate stipulates that its unauthorized use or disclosure of PHl while 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 Appropriate Use of Protected Health Information. Covered Entity is responsible for implementing appropriate privacy and security safeguards to protect its PHI in compliance 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 document evidencing the parties' adoption thereof) indicate agreement hereto and shall be deemed signatures hereof, whether manual, electronic or facsimile.
PaRe 1.3 ESO MSLAV20190823
Quote Date: 06/18/2021
Customer Name: Merced Fire Department
eso
Quote #: Q-40364
Quote Expiration date: 09/30/2021
ESO Account Manager: Todd Long
CUSTOMER CONTACT BILLING CONTACT
Customer Merced Fire Department Payor Merced Fire Department Address Accounts Payable Name Casey Wilson Name Janet German Merced CA, 95340
Email [email protected] Email [email protected] Billing Frequency Annual Phone (209)388-8835 Phone 209-385-6891 Initial Term 12 months Fire
Product Volume Price Discount Total Fee Type
Fire Setup & Online Training 3 Sessions $1,785.00 - ($0.00) $1,785.00 One-time Fire Incidents CAD Integration 7600 Incidents $2,495.00 ($2,495.00 ) $0.00 Recurring ESO Fire Incidents 5 Stations $5,275.00 ($0.00 ) $5,275.00 Recurring ESO Inspections 5 Stations $2,375.00 ($0.00 ) $2,375.00 Recurring ESO Properties 5 Stations $2,075.00 ($0.00 ) $2,075.00 Recurring Fire Incidents NFIRS Data Import 7600 Incidents $4,995.00 ($4,995.00) $0.00 One-time Properties/Inspections Data Import 5 Stations $1,775.00 ($1,775.00) $0.00 One-time ESO Activities - Fire and Fire/EMS $1,195.00 Recurring
5 Stations $1,195.00 ($0.00)
Agencies
ESO Permits 5 Stations $1,096.00 ($1,096.00 ) $0.00 Recurring Total Recurring Fees $ 14,511.00
Total One-Time Fees 8.555.00
Discounts (10,361.00)
TOTAL FEES $ 12,705.00
Quote Date: 06/18/2021
Customer Name: Merced Fire Department
eso Quote #: Q-40364
Quote Expiration date: 09/30/2021
ESO Account Manager: Todd Long
Merced Fire Department
Luk faul
[Signature]
Stephanie Dietz.
[Print Name]
Lity Manager
(Title]
Supt 9, 2021
[Today's Date]
for, the following payment terms apply
Fees are invoiced at the Billing Frequency 15 days after the Effective Date, with recurring tees due on the anniversary.
APPROVED AS TO FORM:
71-21
JOHN B. GOULART Date
¿Senior Deputy City Attorney
D
ATTEST:
CITY CLERK
JiTY.OtMERC
BY-
Assistent/Deputy City Clerk
NCORPORATED HURT
Quote Date: 06/18/2021
Customer Name: Merced Fire Department
eso Quote #: Q-40364
Quote Expiration date:
ESO Account Manager: Todd Long
Merced Fire Department ESO Solutions, Inc.
Signature
DEREK PARKER Robert Munden
[Print Name]
Name
FIRE CHIFF Chief Legal & Compliance Officer
[Title]
Title
8/16/21
August 2, 2021
[Today's Date]
Date
For, 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.
APPROVED AS TO FORM:
Im is Aorhat 7-1-21
JOHN B. GOULART Date
(Senior Deputy City Attorney
Quote Date: 06/18/2021
Customer Name: Merced Fire Department
eso Quote #: Q-40364
Quote Expiration date: 09/30/2021
ESO Account Manager: Todd Long
Product Description
DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7
EXHIBIT B
SUPPORT SERVICES ADDENDUM
1 DEFINITIONS. Capitalized terms not defined below shall have the same meaning as in the General Terms & Conditions
1.1 "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.
12. "E-mail Support" means abiltty 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 has been logged and a ticket generated. This may include an automated email response depending on when the incident is first communicated
1.7. "Management Escalation" means, if the initial Workaround or Fix does not resolve the Error, notification of management that such Errors) have been reported and of steps being taken to correct such Errors).
1.8. "Severity 1 Error" means an Error which renders the Software completely inoperative (eg., 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 (eg. 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).
12. "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" shall be ESO employee(s) or agents) designated to receive Error notifications from Customer, which Customer's Administrator has been unable to resoive.
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 Error without substantially impairing Customer's use of the Software
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 respect to 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 materiats 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-mail Support, 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. 10F80 NEUV20190973
DocuSign Envelope ID: A928FC3C-CA69-4F56-838E-D27E595832F7 messages appeanng upon login to the Software or other means of broadcasting Status Update(s) to multiple customers affected by the same Error. such as a customer portal.
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.
3. ERROR PRIORITY LEVELS. Customer will report all Errors to ESO via e-mail ([email protected]) 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 1 Error. ESO shall (i) commence Error Correction promptly: (i) provide an Initial Response within four hours: (i) 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 (1) commence Error Correction promptly; (it) provide an Initial Response within eight hours; (il) 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.
3.3. Severity 3 Error. ESO shall (i) commence Error Correction promptly, (i) provide an Initial Response within three business days; and (ill) 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 (t) 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 SOW. 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 incide customized report writing by ESO on behalf of Customer.
5 EXCLUSIONS.
5.1. ESO shall have no obligation to perform Error Corrections or otherwise provide support for: (i) Customer's repairs, maintenance or modifications to the Software (if permitted): (il) Customer's misapplication or unauthorized use of the Software; (ril) altered or damaged Software not caused by ESO:
(iv) any third-party software; (v) hardware issues: (vi) Customer's breach of the Agreement; and (vil) any other causes beyond the ESO's reasonable control.
5.2. ESO shall have 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.
5.3. 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
5.4 Customer is solely responsible for its selection of hardware, and ESO shall not be responsible the performance of such hardware even if ESO makes recommendations regarding the same.
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.
PaRe 11 ESO MSLA 20190873
DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7
EXHIBI C
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 Master Subscription and License Agreement (the "Agreement") into which this HIPAA Business Associate Addendur (this "Addendum") has been incorporated, 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. 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 by Business 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, shall 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 Compliarice 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 obiigations 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.
Permissible Use and Disclosure of PHI. Business Associate may use and disclose PHi as necessary to carry out its duties to a Covered Entity pursuant to 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, and (il) to carry out its legal responsibilities. If Business Associate discloses Protected Health Information to a third party for either above reason, prior to 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 breaches of the confidentiality of the PHI. 5 Limitations on Use and Disclosure of PHL. Business Associate shall not, and shall ensure that its directors, officers, employees, subcontractors, and agents do not, use or disclose PHI in any manner that 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 PHt are subject to the minimum necessary rule of the Privacy Rule.
6. Required Safeguards to Protect PHl. 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 Ircidents 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 ta 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 (i) 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 Ihird Parties. Business Associate shall enter into an agreement with any subcontractor of Business Associate that creates, recerves, 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 appiy 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 PHl about an individual contained in a Designated Record Set.
Business Associate shall make available to the Covered Entity such PHI for so long as such information is maintained by Business Associate in the Designated Record Set, as required by 45C.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 an individual's PHior a record regarding an individual contained in a Designated Record Set (for so long as the PHl 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. paro 12 ESO MSLAV20190823
DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595832F7
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 by 45 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 request as 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 Addendur or by operation of law or in equity, either party may: i) immediately terminate the Agreement if the other party has violated a material term of this Addendur; or il) 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 of any other rights the non-breaching party has in the Agreement, this 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 has been returned or otherwise destroyed as provided in this Section. For the avoidance of doubt, de-identifled Customer Data shall not be subject to this provision.
19. Inctive Reief, Business Associate stipulates that its unauthonzed use or disclosure of PHi while 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 Appropriate Use of Protected Health Information Covered Entity is responsible for implementing appropriate privacy and security safeguards to protect its PHI in compliance with HIPAA. Without limitation, it is Covered Entity's obligation to:
21.1. Not include PHl 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 Entrty outside ESO's Software over the public internet; and
21.2. Implement privacy and security safeguards in the systems, applications, and software Covered Entity controis, configures and connects to ESO's Software.
22. Ihird 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 document evidencing the parties" adoption thereof) indicate agreement hereto and shall be deemed signatures hereof, whether manual, electronic or facsimile.
Quote Date: 06/18/2023
Customer Name: Merced Fire Department
eso
Quote i: Q40364
Quote Expiration date: 09/30/2021
ESO Account Manager: Todd Long
CUSTOMER CONTACT BILLING CONTACT
Customer Merced Fire Department Payor Merced Fire Department Address Accounts Payable Name Casey Wilson Name Janet German Merced CA, 95340
Email [email protected] Email [email protected] Billing Frequency Annual 209-385 6891 Initial Term 12 months
Phone (209)388-8835 Phone
Fire
Product Price Discount Total Fee ope
Fire Setup & Online Training 3 Sessions $1,785.00 -($0.00) $1,785.00 One-time Fire Incidents CAD Integration 7600 Incidents $2,495.00 ($2,495.00) $0.00 Recurring ESO Fire Incidents 5 Stations $5,275.00 ($0.00) $5,275.00 Recurring ESO inspections 5 Stations $2.375.00 ($0:00 ] $2,375.00 Recurring ESO Properties 5 Stations $2,075.00 ($0.00) $2,075.00 Recurring Fire Incidents NFIRS Data Import 7600 incidents $4,995.00 ($4,995.00) $0.00 One-time Properties/Inspections Data Import 5 Stations $1,775.00 ($1,775.00) $0.00 One-time ESO Activities - Fire and Fire/EMS 5 Stations $1,195.00 $1,195.00 Recurring (50.00 )
Agencies
ESO Permits 5 Stations $1,096.00 ($1096:00 ) $0.00 Recurring Total Recurring Fees 14,511.00
Total One-Time Fees 8,555.00
Discounts (10,361.00)
TOTAL FEES $ 12,705.00
Quote Date: 06/18/2021
Customer Name: Merced Fire Department
eso Quote #: 0-40364
Quote Expiration date: 09/30/2021
ESO Account Manager: Todd Long
Merced Fire Department
[Signature]
Stephanie Dietz.
[Print Name]
City Manayer
[Title]
Supt 9, 2021
[Today's Date]
For, 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.
APPROVED AS TO FORM:
Inks Jorat 7-1-21
JOHN B. GOULART Date
¿Senior Deputy City Attorney
ATTEST: I MERCEL
CITY CLERK
BY-
Assistant/Deputy City Clerk
10 Account Number: 001-0901-522-24-00 projit 238608
Amount: Not to exceed # 1541711.000 for all 4 years.
VERIFIED
BY: Was rang One
FINANCE ENTRY
Contract No: 301498
Vendor Number: 17924
P.O. Number: 143070
Funds Available: Funds to be encumbered as needed. ug 91112) 08/25/21 F2 9/1/21
foole Da'e 06: 16, 207:
eso Q 47364
Quote #:
Quote Expirator cute 09:30. 2021
Jon kong
Merced Fire Department ESO Solutions, Inc.
Signature
[Signature]
Robert Munden
(Print Name]
Name
Chief Legal & Compliance Officer
(Title]
Title
August 2, 2021
(Today's Date)
Date
For, 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.
APPROVED AS TO FORM:
Ank Forat 71-21
JOHN B. GOULART Date
‹ Senior Deputy City Attorney
pore Date 06: :8 2021
Casene. Pane. More@ Fie lera?" e !
eso © 10304
Pare trimt dt- 09:50 2001
ES)4. sar Matseger. tidd Lir
Quote Date: 06/18/2021
Customer Name: Merced Fire Department
eso Quote #: Q-40364
Quote Expiration date:
ESO Account Manager: Todd Long
Merced Fire Department ESO Solutions, Inc.
Signature
DEREK PARKER Robert Munden
[Print Name]
Name
FIRE CHIFF Chief Legal & Compliance Officer
[Title]
Title
8/16/21
August 2, 2021
[Today's Date]
Date
For, 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.
APPROVED AS TO FORM:
Im is Aorhat 7-1-21
JOHN B. GOULART Date
(Senior Deputy City Attorney
Quote Date: 06/18/2021
Customer Name: Merced Fire Department
eso Quote #: Q-40364
Quote Expiration date: 09/30/2021
ESO Account Manager: Todd Long
Product Description
DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7
EXHIBIT B
SUPPORT SERVICES ADDENDUM
1 DEFINITIONS. Capitalized terms not defined below shall have the same meaning as in the General Terms & Conditions
1.1 "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.
12. "E-mail Support" means abiltty 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 has been logged and a ticket generated. This may include an automated email response depending on when the incident is first communicated
1.7. "Management Escalation" means, if the initial Workaround or Fix does not resolve the Error, notification of management that such Errors) have been reported and of steps being taken to correct such Errors).
1.8. "Severity 1 Error" means an Error which renders the Software completely inoperative (eg., 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 (eg. 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).
12. "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" shall be ESO employee(s) or agents) designated to receive Error notifications from Customer, which Customer's Administrator has been unable to resoive.
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 Error without substantially impairing Customer's use of the Software
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 respect to 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 materiats 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-mail Support, 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. 10F80 NEUV20190973
DocuSign Envelope ID: A928FC3C-CA69-4F56-838E-D27E595832F7 messages appeanng upon login to the Software or other means of broadcasting Status Update(s) to multiple customers affected by the same Error. such as a customer portal.
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.
3. ERROR PRIORITY LEVELS. Customer will report all Errors to ESO via e-mail ([email protected]) 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 1 Error. ESO shall (i) commence Error Correction promptly: (i) provide an Initial Response within four hours: (i) 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 (1) commence Error Correction promptly; (it) provide an Initial Response within eight hours; (il) 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.
3.3. Severity 3 Error. ESO shall (i) commence Error Correction promptly, (i) provide an Initial Response within three business days; and (ill) 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 (t) 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 SOW. 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 incide customized report writing by ESO on behalf of Customer.
5 EXCLUSIONS.
5.1. ESO shall have no obligation to perform Error Corrections or otherwise provide support for: (i) Customer's repairs, maintenance or modifications to the Software (if permitted): (il) Customer's misapplication or unauthorized use of the Software; (ril) altered or damaged Software not caused by ESO:
(iv) any third-party software; (v) hardware issues: (vi) Customer's breach of the Agreement; and (vil) any other causes beyond the ESO's reasonable control.
5.2. ESO shall have 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.
5.3. 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
5.4 Customer is solely responsible for its selection of hardware, and ESO shall not be responsible the performance of such hardware even if ESO makes recommendations regarding the same.
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.
PaRe 11 ESO MSLA 20190873
DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595B32F7
EXHIBI C
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 Master Subscription and License Agreement (the "Agreement") into which this HIPAA Business Associate Addendur (this "Addendum") has been incorporated, 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. 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 by Business 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, shall 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 Compliarice 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 obiigations 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.
Permissible Use and Disclosure of PHI. Business Associate may use and disclose PHi as necessary to carry out its duties to a Covered Entity pursuant to 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, and (il) to carry out its legal responsibilities. If Business Associate discloses Protected Health Information to a third party for either above reason, prior to 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 breaches of the confidentiality of the PHI. 5 Limitations on Use and Disclosure of PHL. Business Associate shall not, and shall ensure that its directors, officers, employees, subcontractors, and agents do not, use or disclose PHI in any manner that 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 PHt are subject to the minimum necessary rule of the Privacy Rule.
6. Required Safeguards to Protect PHl. 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 Ircidents 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 ta 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 (i) 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 Ihird Parties. Business Associate shall enter into an agreement with any subcontractor of Business Associate that creates, recerves, 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 appiy 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 PHl about an individual contained in a Designated Record Set.
Business Associate shall make available to the Covered Entity such PHI for so long as such information is maintained by Business Associate in the Designated Record Set, as required by 45C.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 an individual's PHior a record regarding an individual contained in a Designated Record Set (for so long as the PHl 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. paro 12 ESO MSLAV20190823
DocuSign Envelope ID: A928FC3C-CA69-4F56-B38E-D27E595832F7
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 by 45 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 request as 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 Addendur or by operation of law or in equity, either party may: i) immediately terminate the Agreement if the other party has violated a material term of this Addendur; or il) 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 of any other rights the non-breaching party has in the Agreement, this 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 has been returned or otherwise destroyed as provided in this Section. For the avoidance of doubt, de-identifled Customer Data shall not be subject to this provision.
19. Inctive Reief, Business Associate stipulates that its unauthonzed use or disclosure of PHi while 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 Appropriate Use of Protected Health Information Covered Entity is responsible for implementing appropriate privacy and security safeguards to protect its PHI in compliance with HIPAA. Without limitation, it is Covered Entity's obligation to:
21.1. Not include PHl 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 Entrty outside ESO's Software over the public internet; and
21.2. Implement privacy and security safeguards in the systems, applications, and software Covered Entity controis, configures and connects to ESO's Software.
22. Ihird 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 document evidencing the parties" adoption thereof) indicate agreement hereto and shall be deemed signatures hereof, whether manual, electronic or facsimile.
Quote Date: 06/18/2023
Customer Name: Merced Fire Department
eso
Quote i: Q40364
Quote Expiration date: 09/30/2021
ESO Account Manager: Todd Long
CUSTOMER CONTACT BILLING CONTACT
Customer Merced Fire Department Payor Merced Fire Department Address Accounts Payable Name Casey Wilson Name Janet German Merced CA, 95340
Email [email protected] Email [email protected] Billing Frequency Annual 209-385 6891 Initial Term 12 months
Phone (209)388-8835 Phone
Fire
Product Price Discount Total Fee ope
Fire Setup & Online Training 3 Sessions $1,785.00 -($0.00) $1,785.00 One-time Fire Incidents CAD Integration 7600 Incidents $2,495.00 ($2,495.00) $0.00 Recurring ESO Fire Incidents 5 Stations $5,275.00 ($0.00) $5,275.00 Recurring ESO inspections 5 Stations $2.375.00 ($0:00 ] $2,375.00 Recurring ESO Properties 5 Stations $2,075.00 ($0.00) $2,075.00 Recurring Fire Incidents NFIRS Data Import 7600 incidents $4,995.00 ($4,995.00) $0.00 One-time Properties/Inspections Data Import 5 Stations $1,775.00 ($1,775.00) $0.00 One-time ESO Activities - Fire and Fire/EMS 5 Stations $1,195.00 $1,195.00 Recurring (50.00 )
Agencies
ESO Permits 5 Stations $1,096.00 ($1096:00 ) $0.00 Recurring Total Recurring Fees 14,511.00
Total One-Time Fees 8,555.00
Discounts (10,361.00)
TOTAL FEES $ 12,705.00
Quote Date: 06/18/2021
Customer Name: Merced Fire Department
eso Quote #: 0-40364
Quote Expiration date: 09/30/2021
ESO Account Manager: Todd Long
Merced Fire Department
[Signature]
Stephanie Dietz.
[Print Name]
City Manayer
[Title]
Supt 9, 2021
[Today's Date]
For, 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.
APPROVED AS TO FORM:
Inks Jorat 7-1-21
JOHN B. GOULART Date
¿Senior Deputy City Attorney
ATTEST: I MERCEL
CITY CLERK
BY-
Assistant/Deputy City Clerk
10 AccoutNumber: 001-0901-522-24-00 proj#t 238608
Amount: Not to exceed # 154/711.600 for all 4 years.
VERIFIED
BY: Was agor
FINANCE ENTRY
Contract No: 301498
Vendor Number: 17024
P.O. Number: 143070
Funds Avalable: Funds to be encumbered as needed. up 91412) 08/25/21 P2 9/1|21
06: 18, 202:
Casino Nar'e Merced Fre Celery en
eso Quote #: C403m4
09. 30. 2021
EST. dra Manager Indel Lang
Merced Fire Department ESO Solutions, Inc.
(Signature Signature
Robert Munden
¡Prit Namel
Name
Chief Legal & Compliance Officer
[Title]
Title
August 2, 2021
[Today's Date) Date
For, 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.
APPROVED AS TO FORM:
Kinks Jakat 7-1-21
JOHN B. GOULART Date
‹ Senior Deputy City Attorney
n6::8 2001
Casanes Pales
eso ¢ 3030-
09:50 201
ESTAD Marter.