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1. 12/31/2019 Agreement ATTACHMENT D.6 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN $50,000.00 Contract with: ESi Acquisition Inc Contract Effective Date: December 31 2019 .... .... Expiration Date March 31�mm2020 mm ,,,,, ,,,,, ContractPurpose/Description: xuvarre'Exchange,is a new communication to6t,that will:allow WebEOC data sharing betwe al partners: Miami Dade Broward� and Palm Beach Counties a The State of Florida Division of Emergency Management is implementing this sotukion as well The contract is for test5,,,,onlNo dollar valuertains , .....,, ,,.., ,.. ,,,,,,.. Contract is OAmendment/Extension riginal Agreement Contract Aendmen tension Renewal Contract Manager: Jeff Manning 6325 t 4 (Name) (Ext.) � � ( �epartment/Stop#) �f CONTRACT COSTS otal Dollar Value of Contract: 0 Current Year Portion: (must he less than M,000) (if multiyear agmcmcnt then l requires BOCC appro%al.,unlesii the u�unr��,n(��i�uuiiiimrlrxs��p��utimiuoatiauu7ia u+lw°��,��gln,m�u ltldD.00 Budgeted? Yes[] No ❑ Account Codes: ................................... Grant: ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, CountMatch:. ................., ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,_.,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, y _......................................_.....................................-_.....................................-_.............................................................................. . .,,,,,,,,,,, ............................ ....................................... . ........................................ ADDITIONAL COSTS Estimated Ongoing Costs: $ fyr For: (Not included in dollar value above) (c *. aintt:nancc, utilitic5 'janitorial,salaries,etc.) CONTRACT REVIEW Changes Date Out Da te In Needed 'Reviewer Department HeadYes No Risk Manage ent ,,,"; ,,, Yes No � .m, ,� ................................... ...... ..... �'� �..�.�� '� .... A...............O.M.B./Purchasing .. Yes❑ No ......... ,,.,,,Count Attorney Yes No ,mm . ° ............... ..........................__-µ .r... .............................m. Comments: DocuSign Envelope ID 25358EB7w1887-4063-82CB,CF2r,7832D88B JUVARE secudro a m3flient tuftne JUVARE EXCHANGE EVALUATION AGREEMENT Offer herelin expires iif ri,�A.execluted by County on air Ilblefoire IIDielceirn'beir 3,111 201911 This JX Evaluation Agreement('Evaluation Agreemerif), dated December 31„ 2019('Effective Date"), is made by and between Si c uisiti n Inc. (a wholly-owned subsidiary of Juvare, LLC,; hereinafter referred to as 'Juvare") and Monroe Courtly, FL(the"County'). GEtiERAL TERMS AND CONDITIONS A. The Juvare Exchange ("'JX') is a new product offering, where Juvare will provide a hosted environment for Juvare and its JX subscribers to share data in real time to coor6nate more efficiently within and outside of their organizafional network and across different sectors and industries; B. Juvare has developed the JX including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material, C. Juvare desires that the JX be tested prior to general release,and D. The County washes to evaluation the Juvare Exchange NOW,THEREFORE,in consideration of the mutual promises,,covenants,and agreements made and contained herein, and intending to be lega4y bound hereby,the parties hereto agree as follows: I Juvare grants to the County a non-exclusive, cannot be removed from the JX or from access by other nontransferable right to use the Juvare Exchange JX subscribers and will not be returned to County. solely for the County's evaluation for its internal County understands and agrees that it and its Users business use commencing on the Effective Date of this shall not enter in any personal information or Evaluation Agreement and ending no later than March personally identifiable information into the JX. 31,, 2020, unless or until this Evaluation Agreement is 6. County understands that a Subscription to the JX will to mat by either party (the "Evaluation Term"), not be free of charges or costs During the Evaluation subject to all of the to and conditions below, Term, the parties will make commercially reasonable 2. Upon execution of this Evaluation Agreement by the efforts to enter into an agreement for a subscription parties,Juvare will: to for the J . a. copy County data from the current underlying 7. The number of Users to the JX cannot exceed the Juvare products utilized by County and add the number of Users County has to the underlying Juvare data to the JX; products. County shall only permit its authorized b. activate County's access to the JX; employees to access and use the JX and in no event c. assist County with configurations in the JX;and shall County permit any competitor of Juvare to d. provide remote training services on the JX, access, use or view the JX County and its Users are 3. In consideration for receiving access to the JX, at no responsible for maintaining the confidentiality and additional cost to County during the Evaluation Term, security of the login credentials and for any access or County agrees to serve as a "beta site" for the JX. use of the JX, including acts or omissions, of each Upon completion of the Evaluation Term, the County individual User that County its to use the JX agrees to provide a quote, and material, statistics, and County shall immediately notify Juvare in the event of information for use in press releases, County any actual or suspected breach of any login testimonials,and as a reference in marketing and sales credentials. County understands and acknowledges initiatives by Juvare. that its usernames will be visible and not protected or 4. County agrees to notify Juvare of all problems and hidden from other JX subscribers or users, ideas for enhancements to the JX or underlying 8. County agrees that the JX is the sole property of Juvare products which come to County's attention,and hereby and includes valuable trade secrets of Juvare.. County assigns to Juvare all right, title and interest to such agrees to treat JX as confidential and will not,without enhancements and all property rights therein including, the express written authorization of an authorized without limitation, all patent, copyright, trade secret, representative of Juvare,,do any of the following mask work, trademark, moral right or other intellectual a. demonstrate,, copy, sell or market the JX to any property rights, third party;or 5. Notwithstanding anything to the contrary in this b. publish or otherwise disclose information relating Evaluation Agreement or in the EULA (as defined to performance or quality of the JX to any third below) by and between the parties, the County party;or understands that (i) Juvare may create and provide c. modify, reuse,, disassemble, decompile, reverse reporting and analytics on the data placed into the J engineer or otherwise translate JX or any portion (ii)other JX users will be able to view and use the data thereof in the JX; and (iii) upon data entering the JX data Confidential and Proprietary-0 2019 Juvare,LLC JX 90 Day Eval Agreement Page 1 of 2 DocuSign Envelope ID 25358EB7-IBB7AO63,82CB,CF2C7832D8BB JUVARE Secuflng a reWient future 9. County understands and acknowledges that the JX is County or Juvare terminate the license and/or Support in evaluation mode;will not be error free or defect free; Services for the underlying product; (iv) expiration or may not operate correctly, and is provided "AS IS" termination of the Evaluation Term, (v) County and its without warranty of any kind. County understands and users have not complied with this Evaluation acknowledges that no service level agreement, uptime Agreement guarantees, or response time guarantees, or service 13. Unless expressly excluded herein, this Evaluation commitments shall apply to the access to the JX Agreement shall be subject in all respects to the terms provided pursuant to this Evaluation Agreement. of that certain EULA In the event of any conflict 10. In no event shall Juvare be liable for any damages between the terms of this Evaluation Agreement and whatsoever arising out of the use of or inability to use the EULA,the to of this Evaluation Agreement shall the JX or any data in the J . even if Juvare has been govern for purposes of this Evaluation Agreement and advised of the possibility of such damages. The entire right to use provided hereunder risk arising out of the use or performance of the JX,, 14. No new software licenses are being purchased by including putting data or information into the JX, County pursuant to this Evaluation Agreement and no remains with County. County represents and warrants new software license is granted or shall be delivered it has the rights and abilities to grant Juvare the ability by Juvare pursuant to this Evaluation Agreement. to utilize the data from the underlying products and to 16. The laws in the State of Georgia shall govern this release such data in the J . County hereby grants to Evaluation Agreement Juvare, and other authorized users of the A an 16. Failure of Juvare to enforce a right under this irrevocable and unlimited license to use the data in the Evaluation Agreement shall not act as a waiver of that J . In no event shall Juvare, its other clients, and right or the ability to later assert that right relative to the licensees and, collectively or individually, any of their particular situation involved affiliates, directors, officers, employees and 17. If any provision of this Evaluation Agreement shall be subcontractors be liable or responsible for use of the found by a court to be void, invalid or unenforceable, data from the underlying products. the same shall be reformed to comply with applicable 11. County shall comply with all applicable federal, state law or stricken if not so conformable,so as not to affect and local laws, regulations, and ordinances in the validity or enforceability of this Evaluation connection wft its activities pursuant to this Evaluation Agreement Agreement. 18. County rights and obligations under this Evaluation 12. Juvare shall be entitled to immediately terminate Agreement may not be transferred or assigned. County's access to the JX for any reason, including 19. This Evaluation Agreement constitutes the entire and without limitation,, in the event any of the following only agreement between the parties regarding the JX occur- (t) County does not remit payment for and all other prior negotiations, representations, Subscription and/or Support Services for the agreements, and understandings are superseded underlying products (ii)County or Juvare terminate the hereby No agreements altering or supplementing the underlying End User License Agreement (or other terms hereof may be made except by means of a master agreement for services related to Juvare written document signed by the duly authorized underlying software products licensed to County)(the representatives of the parties. "EULA") by and between County and Juvare (iii) IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Evaluation Agreement Monroe CqAy, FL U n ESI Ac&uIyJtIfflJInc.("Juvare") og Awils By�� Name Title Name, &I P '? - Date 22 EST Title! Date �D�Iccic Please return this Evaluation Agreement,executed by the County,via email to� miikg Mgg@j ..................... ...... ... ....... Confidential and Proprietary .C, 2019 Juvare..LLC JX 90 Day Eval Agreement Page 2 of 2