HomeMy WebLinkAboutItem 03 Approval of Master Subscription and License Agreement and to Place ESO on the “Single Source” Vendor List for Fire/EMS Software ocoee
florida
AGENDA ITEM COVER SHEET
Meeting Date: December 1, 2020
Item #: 3
Reviewed By:
Contact Name: Fire Chief John M. Miller Department Director: John Miller
Contact Number: 407-905-3140 City Manager: Robert Fra 7, '
Subject: Approval of Master Subscription and License Agreement and to Place SO !n the "Single
Source" Vendor List for Fire/EMS Software
Background Summary:
Since 2012, the Fire Department has been utilizing Zoll Data Systems (ZDS) as its record management
system for documenting EMS, fire, and fire prevention incidents and activities. ZDS operates on four
separate interfaces and applications to organize and store relevant data. When personnel need to
access information or reports, it is extremely time consuming and labor intensive to utilize the multiple
user interfaces. Currently, ZDS offers limited abilities to customize data analysis processes, which
prevents the department from compiling operational reports to monitor established response
benchmarks. The data is stored on a city server which also limits access and transferability. The
department's solution to these issues is to transition to another data management program, specifically,
ESO. ESO is a cloud-based data management system that offers greater efficiency in organizing and
accessing data. It will allow the department to compile and analyze information more effectively through
a broad range of established analytical processes. It will provide greater inter-operability with
surrounding fire departments that currently utilize ESO, such as Winter Garden, Orlando, Apopka, and
many others in Central Florida. Surrounding hospitals are also currently utilizing ESO for EMS reports.
By transitioning to ESO, the department will be able to transfer protected patient information through a
more secure process. The system uses a cloud-based integrated data entry process to reduce
redundancy and improve report accuracy. This will directly improve department operations and facilitate
report processing, quality improvement oversight, and records requests in a more thorough and
expedited manner. The Fire Department is requesting to enter into a subscription and license agreement
with ESO, and to have them added to the "single source" list for Fire/EMS software.
Issue:
Should the Mayor and Commission approve the Master Subscription and License Agreement with, as
well as the addition of ESO to the "single source" list for Fire/EMS software?
Recommendations:
Staff recommends the Mayor and Commission approve the Master Subscription and License Agreement
and the addition of ESO to the "single source" list for Fire/EMS software.
Attachments:
Master Subscription and License Agreement
ESO quote for subscription service
Financial Impact:
The cost for Fire/EMS software is included in the Fire Department annual budget.
Type of Item: (please mark with an "x")
Public Hearing For Clerk's Dept Use:
Ordinance First Reading X Consent Agenda
Ordinance Second Reading Public Hearing
Resolution Regular Agenda
X Commission Approval
Discussion & Direction
Original Document/Contract Attached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney Scott Cookson, City Attorney N/A
Reviewed by Finance Dept. Rebecca Roberts, Finance Director N/A
Reviewed by N/A
2
MASTER SUBSCRIPTION AND LICENSE AGREEMENT
This Master Subscription and License Agreement(this"Agreement')is entered into as of ("Effective Date"),by and between
ESO Solutions,Inc.,a Texas corporation having its principal place of business at 11500 Alterra Parkway,Suite 100 Austin,TX 78758,including its controlled
subsidiaries,(collectively,"ESCT)and City of Ocoee,a municipal corporation existing under the laws of the state of Florida,for the Ocoee Fire Department,
having its principal place of business at 563 S,Bluford Ave.,Ocoee,Florida 34761("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
Customer and any of its Users and/or Customer's clients(and which,as a "Third Party Service"means a service not provided by ESO but which is made
consequence,is neither PHI nor identifiable to or by Customer). available by ESO in connection with its Software under a Software Schedule or
Addendum.
"Customer Data"means information,data and other content in electronic
form that is submitted,posted,or otherwise transmitted by or on behalf of "Third-Party Software"means software not owned by ESO but which is(or
Customer through the Software. access to which is)provided by ESO under a Software Schedule or Addendum.
"Deliverable"means software,report,or other work product created pursuant "Use Restriction.?means the restrictions imposed on Customer's use of
to a Statement of Work. Software as described in Section 3.3.
"Documentation"means the Software's user guides and operating manuals. "User"means any individual who uses the Software on Customer's behalf or
through Customer's account or passwords.
"Feedback'refers to any suggestion or idea for improving or otherwise
modifying ESO's products or services. 2. SOFTWARE ORDERS.During the Term,Customer may order Software
from ESO by signing an appropriate Addendum.Customer'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
that ESO provides to Customer for its use and installation on Customer's own 3.1. Grant of Subscription: SaaS.For SaaS,during the Term Customer may
equipment.For the avoidance of doubt,Licensed Software does not include access and use the SaaS and Reporting Services,with the access and
Add on Software or SaaS. volume limitations set forth on the applicable Addendum,subject to
Customer's compliance with the Use Restrictions and other limitations
"New Version"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
distinct licensed product,as may be indicated by ESO's designation of a new 3.2. Grant of License:Licensed Software.For Licensed Software,during the
version number,brand or product. Term ESO hereby grants Customer a limited,non-exclusive,non-
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 this Agreement.
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,
tool provided through the Software. modify or create derivative works based upon the Software either in
whole or in part;or(e)use or permit the use of the Software for
"SaaS'means software-as-a-service that ESO hosts(directly or indirectly)for commercial time-sharing arrangements or providing service bureau,
Customer's use on a periodic subscription basis.For the avoidance of doubt, data processing,rental,or other services to any third party(including
SaaS does not include Licensed Software. any affiliate not specifically listed in the applicable Addendum).
3.4. Ownership. The rights granted under the provisions of this Agreement 4.4. Support and Updates. During the Term,ESO shall provide to Customer
do not constitute a sale of the Software.ESO retains all right,title,and the Support Services,in accordance with Exhibit B,which is
interest in and to the Software,including without limitation all software incorporated herein by reference.
used to provide the Software and all graphics,user interfaces,logos
and trademarks reproduced through the Software,except to the limited 5. FEES
extent set forth in this Agreement.This Agreement does not grant 5.1. Fees.In consideration of the rights granted hereunder,Customer
Customer any intellectual property rights in the Software or any of its agrees to pay ESO the fees 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-PartyPayei"), then (i)
following the Agreement for applicability. each applicable Addendum will identify such arrangement,(ii)the Third-
3.5.1. ESO neither accepts liability for,nor warrants the functionality, Party Payer will enter into a written agreement with ESO regarding such
utility,availability,reliability or accuracy of,Third-Party Software or arrangement,(iii)Customer may replace the Third Party Payer by written
Third-Party Services. The Third-Party Software"EMS1 Academy" notice to ESO(provided that no such change shall be made until the
and/or"FireRescuel Academy"and/or"EMS1&FireRescuel then-current Term's renewal),(iv)references within this Section 5 to
Academy Implementation and Configuration"and/or"Learning Customer's responsibility for Fees shall be understood to refer to the
Management System"and/or"EVALS Implementation"(collectively, Third Party Payer when applicable,and(v)Customer shall remain
"Education")is offered by ESO in collaboration with Lexipol,f/k/a responsible for payment if the Third Party Payer does not pay the Fees.
The Praetorian Group.If Customer subscribes to Education, 5.3. Uplift on Renewal.Fees for Software,which recur annually,shall
Customer acknowledges and agrees to the terms and conditions of increase by 3%each year this Agreement is in effect.
the Praetorian license agreement,located at
htto://www.oraetoriandigital.com/LMS-Master-Service-Agreement, 5.4. Taxes and Fees. The Fees are exclusive of all taxes and credit card
which shall supersede this Agreement as it applies to Customer's processing fees,if applicable.Unless and until Customer provides ESO
use of Education and any Customer Data stored therein. a tax exemption certificate,Customer will be responsible for and will
remit(or will 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
forth in the applicable Addendum,(ii)disclose,release,distribute, of the Customer's fiscal term if Customer provides evidence that its
or deliver Third-Party Data,or any portion thereof,to any third party governing body did not appropriate sufficient funds for the next fiscal
(iii)copy,modify,or create derivative works of Third-Party Data,(iv) year.Notwithstanding the foregoing,this provision shall not excuse
rent,lease,lend,sell,sublicense,assign,distribute,publish, Customer from past payment obligations or other Fees earned and
transfer,or otherwise make available Third-Party Data,(v)attempt unpaid.
to output in any form more than 10%of the Third-Party Data or 5.6. 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. Term.The term of this Agreement(the"Tenn")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 30 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 o
receipt to cure such breach to the reasonable satisfaction of the non-
may immediately terminate this Agreement,in which case ESO will breaching party. N
refund any prepaid,unearned Fees to Customer.This is Customer'scc
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 c
performance or Outage by ESO.Notification timelines and the frequency Software. w
of Scheduled Downtime are subject to the emergence of security N
concerns outside of ESO's control. 6.3.2. Upon termination of this Agreement or any Addendum,Customer
shall cease all use of the Software and delete,destroy or return all
copies of the Documentation and Licensed Software in its party shall protect Confidential Information with the same degree of
possession or control,except as required by law. Customer shall care it uses to protect its own confidential information of similar
remain obligated to pay appropriate Fees at ESO's then-current nature and importance,but with no less than reasonable care.A
rates if Customer continues to use or access Software after the receiving party shall promptly notify the disclosing party of any misuse
termination or expiration of this Agreement. If Customer's or misappropriation of Confidential Information of which it is aware.
Agreement includes a multi-year discount plan with diminishing
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
so long as such information remains subject to trade secret protection
6.3.3. Termination of this Agreement is without prejudice to any other right pursuant to applicable law.Upon termination of this Agreement,a party
or remedy and shall not release a party from any liability. shall return all copies of Confidential Information to the other or certify
the destruction thereof.
6.4. Delivery of Data. ESO will provide Customer its Customer Data in a
searchable.pdf format upon request made within 60 days of the 9.4. Retention of Rights.This Agreement does not transfer ownership of
expiration or termination of this Agreement. Customer acknowledges Confidential Information or grant a license thereto.
that ESO has no obligation to retain Customer Data more than 60 days
after expiration or termination of this Agreement. 9.5. Open Records and Other Laws.Notwithstanding anything in this Section
to the contrary,the parties expressly acknowledge that Confidential
7. REPRESENTATIONS AND WARRANTIES Information may be disclosed if such Confidential Information is
required to be disclosed by law,a lawful public records request,or
7.1. Material Performance of Software.After it is fully implemented(and
judicial order,provided that prior to such disclosure,written notice of
subject to Customer's adherence to Sections 3.3,4.1 and 13.4),ESO
such required disclosure shall be given promptly and without
warrants that the Software will reliably collect,transmit,store and/or
permit access to data in compliance with applicable law and industry unreasonable delay by the receiving party in order to give the disclosing
standards as described in this Agreement. 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 years thereafter for any insurance written on a claims-made form)ESO
systems and reasonably and timely cooperate with ESO,including shall maintain in effect the insurance coverage described below:
providing ESO reasonable access to its equipment,software and data 10.1. Commercial general liability insurance with a minimum of$1 million per
as necessary for the implementation and operation of the Software. occurrence and$2 million aggregate;
8. DISCLAIMER OF WARRANTIES.EXCEPT AS OTHERWISE PROVIDED IN 10.2. Commercial automobile liability insurance covering use of all non-
SECTION 7,ESO DISCLAIMS ALL WARRANTIES,EXPRESS OR IMPLIED, owned and hired automobiles with a minimum limit of$1 million for
INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS bodily injury and property damage liability;
FOR A PARTICULAR PURPOSE,PERFORMANCE,SUITABILITY,TITLE,NON-
INFRINGEMENT,OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, 10.3. Worker's compensation insurance and employer's liability insurance or
COURSE OF DEALING,COURSE OF PERFORMANCE,OR USAGE OF TRADE. any alternative plan or coverage as permitted or required by applicable
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7,CUSTOMER ACCEPTS law,with a minimum employer's liability limit of$1 million each
THE SOFTWARE"AS-IS"AND"AS AVAILABLE." 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
due to error,omission or negligence of ESO,and privacy and network
document marked"Confidential";(b)any information orally designated
security insurance("cyber coverage")covering losses arising from a
as"Confidential"at the time of disclosure,provided the disclosing party disclosure of confidential information(including PHI)with a combined
confirms such designation in writing within five business days;(c)the aggregate amount of$2 million.
Software and Documentation,whether or not designated confidential;
(d)ESO's security controls,policies,procedures,audits,or other 11. INDEMNIFICATION
information concerning ESO's internal security posture;(e)any other
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,
PHI.Notwithstanding the foregoing,Confidential Information does not 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
alleging that the Software delivered pursuant to this Agreement z
•
of disclosure free of duty of non-disclosure;(ii)is independently w •
developed without use of or reference to Confidential Information;(iii) infringe or misappropriate any third party's patent,copyright,trade
secret,or other intellectual property rights enforceable in the
becomes known publicly,before or after disclosure,other than as a o
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 cc
Business Associate Agreement rather than this Section). a right for Customer to continue using such Software;(b)modify such
Software to make it a non-infringing equivalent or(c)replace such N
9.2. Nondisclosure.Each party shall use Confidential Information of the Software with a non-infringing equivalent.If(a),(b),or(c)above are
other party solely to fulfill the terms of this Agreement(the"Purpose"). not reasonably practicable,either party may,at its option,terminate •
Each party shall(a)ensure that its employees or contractors are the relevant Addendum,in which case ESO will refund any pre-paid
bound by confidentiality obligations no less restrictive than those Fees on a pro-rata basis for such Addendum.Notwithstanding the
contained herein,and(b)not disclose Confidential Information to any foregoing,ESO shall have no obligation hereunder for any claim (Y)
other third party without prior written consent from the disclosing resulting or arising from(x)Customer's breach of this Agreement;(y)
party.Without limiting the generality of the foregoing,the receiving modifications made to the Software not performed or provided by or a
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 governmental authority.ESO shall give Customer prompt notice of any
which is subject to the provisions of Sections 11.1(a"Claim"), such legal or governmental demand and reasonably cooperate with
Customer must give prompt written notice of such Claim to ESO, 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,
12.1. LIMITATION OF DAMAGES.NEITHER ESO NOR CUSTOMER SHALL BE maintaining,and securing its network connections,and acknowledges
LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL,IN DIRECT,SPECIAL, such connections are essential to the effective operation of the
Software.ESO makes no representations to Customer regarding the
PUNITIVE OR INCIDENTAL DAMAGES,INCLUDING CLAIMS FOR
DAMAGES FOR LOST PROFITS,GOODWILL,USE OF MONEY, reliability,performance or security of any network or service provider
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
OBLIGATIONS UNDER SECTION 11 SHALL BE LIMITED TO to all proprietary and intellectual property rights of the Deliverables
(a) ESO'S (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 herein by reference.
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 status,disability,race,color,religion,sex,sexual orientation,gender
AS TO MAKE THE LIMITATION PERMITTED TO THE FULLEST EXTENT 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 w
CONSTITUTING IN PART THE CONSIDERATION FOR ESO'S SOFTWARE or contractor is listed by a federal agency as debarred,excluded or
li
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 programs. c;
ANY LIMITED REMEDY AND EVEN IFA PARTY HAS BEEN ADVISED OF Cl:
THE POSSIBILITY OF SUCH LIABILITIES. 16. PHI ACCURACY&COMPLETENESS c
12.5. THIS SECTION 12 SHALL SURVIVE EXPIRATION OR TERMINATION OF
16.1. Customer Responsibilities. The Software allows Customer and its
Users to enter,document,and disclose Customer Data,and as such, >
THE AGREEMENT.
ESO gives no representations or guarantees about the accuracy or
13. CUSTOMER DATA&PRIVACY completeness of Customer Data(including PHI)entered,uploaded or 2
disclosed through the Software by the Customer. Customer is solely w
13.1. Ownership of Data.As between ESO and Customer,all Customer Data responsible for any decisions or actions taken involving patient care or �.}.
shall be owned by Customer.
patient care management,whether those decisions or actions were
made or taken using information received through the Software.
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16.2. HDE Customer Certifications. In the interest of furthering community days,the other party may immediately terminate the applicable
health through the power of data,ESO encourages Customers Addendum.
subscribing to ESO's Health Data Exchange("HDE")Software to
empower joint healthcare providers by incorporating relevant,HIPAA 17.8. Marketing.If requested by ESO,Customer agrees to reasonably
compliant data elements in Customer's outgoing cooperate with ESO's preparation and issuance of a public
com p tg g patient care records announcement regarding the relationship of the parties.
delivered through HDE.ESO shall annually accredit qualifying
customers with Gold,Silver,or Bronze level certifications in 17.9. Waiver&Breach.Neither party will be deemed to waive any rights
accordance with Exhibit C,and Customer may reference such under this Agreement except through an explicit written waiver made
certification in marketing materials. by an authorized representative.No waiver of a breach of this
17. MISCELLANEOUS Agreement will constitute a waiver of any other breach hereof.
17.1. Independent Contractors.The parties are independent contractors. 17.10. Survival of Terms.Unless otherwise stated,all of ESO's and
Neither party is the agent of the other,and neither may make Customer's respective obligations,representations and warranties
commitments on the other's behalf.The parties agree that no ESO under this Agreement which are not,by the expressed terms of this
employee or contractor is or will be considered an employee of Agreement,fully to be performed while this Agreement is in effect shall
Customer. survive the termination of this Agreement.
17.2. Notices.Notices provided under this Agreement must be in writing and 17.11. Ambiguous Terms.This Agreement will not be construed against any
delivered by(a)certified mail,return receipt requested to a party's party by reason of its preparation.
principal place of business as forth in the recitals on page 1 of this 17.12. Governing Law.This Agreement,any claim dispute or controversy
Agreement,(b)hand delivered,(c)facsimile with receipt of a hereunder(a"Dispute?)will be governed by(i)the laws of the State of
"Transmission Confirmed"acknowledgment,(d)e-mail to a person Florida.The UN Convention for the International Sale of Goods and the
designated in writing by the receiving party,or(e)delivery by a Uniform Computer Information Transactions Act will not apply.In any
reputable overnight carrier service.In the case of delivery by facsimile Dispute,each party will bear its own attorneys'fees and costs and
ore-mail,the notice must be followed by a copy of the notice being expressly waives any statutory right to attorneys'fees.
delivered by a means provided in(a),(b)or(e). The notice will be
deemed given on the day the notice is received. 17.13. New Versions&Sunset. If ESO releases a New Version of Licensed
Software(i.e.,not SaaS),Customer may elect to receive such New
17.3. Merger Clause In entering into this Agreement,neither party is relying Version,subject to a relicense fee of 75%of the standard price for
upon any representations or statements of the other that are not fully such new version.All New Versions provided under this Agreement will
expressed in this Agreement;rather,each party is relying on its own constitute Licensed Software and be subject to the terms and
judgment and due diligence and expressly disclaims reliance upon any conditions of this Agreement. ESO may discontinue Support Services
representations or statement not expressly set forth in this Agreement. for Licensed Software upon 12 months'notice to Customer.
In the event the Customer issues a purchase order,letter or any other
document addressing the Software or Services to be provided and 17.14. No Class Actions.NEITHER PARTY SHALL BE ENTITLED TO JOIN OR
performed pursuant to this Agreement,it is hereby specifically agreed CONSOLIDATE CLAIMS BY OR AGAINST OTHER ESO CUSTOMERS,OR
and understood that any such writing is for the Customer's internal PURSUE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A
purposes only,and that any terms,provisions,and conditions PRIVATE ATTORNEY GENERAL CAPACITY.
contained therein shall in no way modify this Agreement. 17.15. Dispute Resolution.Customer and ESO will attempt to resolve any
17.4. Severability.To the extent permitted by applicable law,the parties Dispute through negotiation or by utilizing a mediator agreed to by the
hereby waive any provision of law that would render any clause of this parties,rather than through litigation.Negotiations and mediations will
Agreement invalid or otherwise unenforceable in any respect.If a be treated as confidential.If the parties are unable to reach a
provision of this Agreement is held to be invalid or otherwise resolution within 30 days of notice of the Dispute to the other party,
unenforceable,such provision will be interpreted to fulfill its intended the parties may pursue all other courses of action available at law or in
purpose to the maximum extent permitted by applicable law,and the equity.
remaining provisions of this Agreement will continue in full force and 17.16. Technology Export.Customer shall not:(a)permit any third party to
effect. access or use the Software in violation of any U.S.law or regulation;or
17.5. Subcontracting.Except for training and implementation services (b)export any software provided by ESO or otherwise remove it from
related to the Software,neither party may subcontract or delegate its the United States except in compliance with all applicable U.S.laws
obligations to each other hereunder,nor may it contract with third and regulations.Without limiting the generality of the foregoing,
parties to perform any of its obligations hereunder except as Customer shall not permit any third party to access or use the
contemplated in this Agreement,without the other party's prior written Software in,or export such software to,a country subject to a United
consent. States embargo(as of the Effective Date-Cuba,Iran,North Korea,
Sudan,and Syria).
17.6. Modifications and Amendments.This Agreement may not be amended
except through a written agreement signed by authorized 17.17. Order of Precedence.In the event of any conflict between this
representatives of each party,provided that the Customer agrees that Agreement,Addenda or other attachments incorporated herein,the z
ESO may rely on informal writings(including emails)of Customer's following order of precedence will govern:(1)the General Terms and
authorized representatives to(i)terminate Software products and Conditions;(2)any Business Associate Agreement;(3)the applicable z
services and(ii)approve or ratify rate or tier increases for Software Addendum,with most recent Addendum taking precedence over
products and services then in use by Customer. earlier ones;and(4)any ESO policy posted online,including without
limitation its privacy policy.No amendments incorporated into this oc
17.7. Force Majeure.No delay,failure,or default will constitute a breach of Agreement after execution of the General Terms and Conditions will s
this Agreement to the extent caused by acts of war,terrorism, amend such General Terms and Conditions unless it specifically states N
hurricanes,earthquakes,other acts of God or of nature,strikes or its intent to do so and cites the section or sections amended. a'
other labor disputes,riots or other acts of civil disorder,embargoes,or U
other causes beyond the performing party's reasonable control 17.18. Counterparts.This Agreement may be executed in one or more
(collectively,"Force Majeure").In such event,however,the delayed counterparts.Each counterpart will be an original,and all such w
party must promptly provide the other party notice of the Force counterparts will constitute a single instrument.
Majeure.The delayed party's time for performance will be excused for V a
the duration of the Force Majeure,but if the event last longer than 30
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.
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IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date.
ESOSolutions,Inc. Customer
By: By:
(signature) (signature)
Name: Name:
(print name) (print name)
Title: Title:
(print title) (print title)
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EXHIBIT A-1
SAAS SOFTWARE SCHEDULE
'Applications-ESO EHR.ESO Fire.ESO PM.FIREHOUSE Cloud.IFCCodes.EMS1Academy.FlreRescuel Academy.Staff Scheduling.Assets.Inventory,Checklist)
1. 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(htto://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
(htto://www.eso.com/software/personnel-management).
2.3. ESO Fire is a SaaS software application for NFIRS reporting(http://www.eso.com/software/fire).
3. 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:
N/A
5. Customer hereby agrees to timely pay for the following products according to the schedule below:
EHR
Product Volume Price Discount Total Fee Type
ESO EHR 4500 Incidents $9,190.00 ($919.00) $8,27100 Recurring
EHR CAD Integration 4500 Incidents $1,995.00 ($199.50) $1,795.50 Recurring
EHR Cardiac Monitor Integration 4500 Incidents $995.00 (599.50) $895.50 Recurring
EHR Billing Interface 4500 Incidents $595.00 ($59.50) $535.50 Recurring
EHR Fax 4500 Incidents $450.00 ($270.00) $180.00 Recurring
EHR Setup&Online Training 2 Sessions $1,190.00 (S0.00) $1,190.00 One-time
Fire
Product Volume Price Discount Total Fee Type
ESO Fire Incidents .,.... P ,v. 4 Stations $4,280.00 I$428.00) $3.852.00 Recurring
ESO Inspections 4 Stations $1,930.00 ($193.00I $1,737.00 Recurring
ESO Properties 4 Stations S1,680.00 ($168.00 I $1,512.00 Recurring
Fire Setup&Online Training 2 Sessions $1,190.00 ($0.00 I $1,190.00 One-time
Total Recurring $ 21,115.00
Total One-Time $ 2,380.00
Discounts $ (2,336.50)
TOTAL $ 21,158.50 O
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6. All the Fees above will be invoiced by ESO as follows:
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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
Date.
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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 Error(s)have been
reported and of steps being taken to correct such Error(s).
1.8. "Severity 1 Error"means an Error which renders the Software completely inoperative(e.g.,a User cannot access the Software due to unscheduled
downtime or an Outage).
1.9. "Severity 2 Error"means an Error in which Software is still operable;however,one or more significant features or functionality are unavailable(e.g.,a
User cannot access a core component of the Software).
1.1. "Severity 3 Error"means any other error that does not prevent a User from accessing a significant feature of the Software(e.g.,User is experiencing
latency in reports).
1.2. "Severity 4 Error"means any error related to Documentation or a Customer Enhancement request.
1.3. "Status Update"means if the initial Workaround or Fix cannot resolve the Error,notification of the Customer regarding the progress of the
Workaround or Fix.
1.4. "Online Support"means information available through ESO's website(www.eso.com),including frequently asked questions and bug reporting via Live
Chat.
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1.5. "Support Representative"shall be ESO employee(s)or agent(s)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.
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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, J
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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(support@eso.coml 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;(iii)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;(Hi)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(Hi)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);(ii)Customer's misapplication or unauthorized use of the Software;(iii)altered or damaged Software not caused by ESO;
(iv)any third-party software;(v)hardware issues;(vi)Customer's breach of the Agreement;and(vii)any other causes beyond the ESO's reasonable
control.
5.2. 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.
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EXHIBIT 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
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.
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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. '
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13. Accounting of Disclosures.Within five business days of notice by a Covered Entity to Business Associate that it has received a request for an accounting of
disclosures of PHI,Business Associate shall make available to a Covered Entity information to permit the Covered Entity to respond to the request for an
accounting of disclosures of PHI,as required 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 ii)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. Iniunctive 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 Aoorooriate 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.
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est, Quote Date: 10/29/2020
Customer Name: Ocoee Fire Department
Quote#: Q-23023
Quote valid until: 12/01/2020
ESO Account Manager: Rich Cunningham
CUSTOMER CONTACT BILLING CONTACT
End User Ocoee Fire Department Payor Ocoee Fire Department Address Orange County Government
Name John Miller Name John Miller Orlando FL,32806
Email jmiller@ocoee.org Email jmiller@ocoee.org Billing Frequency Annual
Phone (407)905-3140 Phone (407)905-3140 Initial Term 12 months
EHR
Product
Volume Price Di�vGunt,,i.,.a
ESO EHR Suite 4500 Incidents $9,190.00 ($919.00) $8,271.00 Recurring ,
EHR CAD Integration 4500 Incidents $1,995.00 ($199.50) $1,795.50 Recurring ,
EHR Cardiac Monitor Integration 4500 Incidents $995.00 ($99.50) $895.50 Recurring
EHR Billing Interface 4500 Incidents $595.00 ($59.50) $535.50 Recurring
EHR Fax 4500 Incidents $450.00 ($270.00) $180.00 Recurring
EHR Setup&Online Training 2 Sessions $1,190.00 ($0.00) $1,190.00 One-time
Fire
Product Volume <,,
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ESO Fire Incidents 4 Stations $4,280.00 ($428.00) $3,852.00 Recurring
ESO Inspections 4 Stations $1,930.00 ($193.00) $1,737.00 Recurring
ESO Properties 4 Stations $1,680.00 ($168.00) $1,512.00 Recurring
Fire Setup&Online Training 2 Sessions $1,190.00 ($0.00) $1,190.00 One-time
Total Recurring $ 21,115.00
Total One-Time $ 2,380.00
Discounts $ (2,336.50)
TOTAL $ 21,158.50
*Additional fees may be applied by Customer's billing or CAD vendor for certain integrations or interfaces,and Customer is encouraged to
discuss this with the applicable vendor.
eso Quote Date: 10/29/2020
Customer Name: Ocoee Fire Department
Quote#: Q-23023
Quote valid until: 12/01/2020
ESO Account Manager: Rich Cunningham
TERMS AND CONDITIONS:
1. If the Customer indicated above has an ESO Master Subscription and License Agreement
(MSLA) dated on or after February 20, 2017,then that MSLA will govern this Quote. Otherwise,
Customer intends and agrees that this Quote adopts and incorporates the terms and conditions
of the MSLA and associated HIPAA business associate agreement hosted at the following web
address,and that the products and services ordered above are subject thereto:
http://bit.Iy/MSLAW
2. The Effective Date of this Quote shall be the final date of signature.
3. If Customer has selected a third party to pay fees on their behalf,the applicable fees •
above shall be invoiced to the third party on Customer's behalf.
Ocoee Fire Department
[Signature]
[Print Name]
[Title]
[Today's Date]
For EHR, Fire,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.
eso Quote Date: 10/29/2020
Customer Name: Ocoee Fire Department
Quote#: Q-23023
Quote valid until: 12/01/2020
ESO Account Manager: Rich Cunningham
EHR
Patient care reporting suite,includes EHR web and mobile client,Quality Management,AdHoc Reports,Analytics,Patient
ESO EHR Suite Tracker.Allows for unlimited users,unlimited mobile applications,live support,state and federal data reporting,ongoing weekly
web training,software updates and upgrades.
EHR CAD Integration Allows for integration of CAD data into EHR mobile and web application.Ongoing maintenance included.Additional fees from
your CAD vendor may apply.
EHR Cardiac Monitor Integration Cardiac monitors integration.Allows for import of cardiac monitor data via local or cloud integration.Ongoing maintenance
included.Unlimited connections.
EHR Billing Interface Allows for integration of discrete ePCR data into third-party billing software.Ongoing maintenance included.
EHR Fax Enables faxing of patient care records to destination facilities.
EHR Setup&Online Training Webinar Training Session
Fire
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ESO Fire Incidents Includes Auto EHR-import or Auto-CAD import,federal NFIRS data reporting,software updates and upgrades.
Includes the ability to manage multiple code sets,using those to developed customized Check-lists for inspections.The
ESO Inspections application allows you to schedule,manage,execute and finalize inspections as well as reschedule any required follow up
inspections.
ESO Properties Includes CAMEO integration,Pre-Plan view.Stores property and occupant history(presence of chemicals and tanks,Incidents,
and previous inspections).
Fire Setup&Online Training Setup and Webinar Training Session for ESO Fire.
eso Quote Date: 10/29/2020
Customer Name: Ocoee Fire Department
Quote#: Q-23023
Quote valid until: 12/01/2020
ESO Account Manager: Rich Cunningham
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