1. 05/01/2020 Agreement Monroe County Purchasing Policy and Procedures
ATTACHMENT D.6
COUNTY ADMINISTRATOR
CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN $50,000.00
Contract with: ESO'Solutions, Inc. Contract#
Effective Date: 05/01/2020
Expiration Date: 05/01/2021
Contract Purpose/Description:
Acquisition and implementation of ESO's software solutions modules for Electronic Health
Records EHR , Fire Properties, and Fire Inspections as a sole source purchase.
Contract is Original Agreement Contract Amendment/Extension
Renewal Contract Manager: Mark Thompson 394-0820 MCFR/Sto #14
(Name) (Ext.) (Department/Stop #)
CONTRACT COSTS
Total Dollar Value of Contract: $26,249.50 Current Year Portion: $8,470.00
(must be less than$50,000) (If multiyear agreement then requires BOCC approval,
unless the total cumulative amount is less than
$50,000.00).
Budgeted? Yes® No ❑ Account Codes: 101-11001-530341 -
Grant: $ N/A 141-11500-530341 -
County Match: $0 404-63100-530341
ADDITIONAL COSTS
Estimated Ongoing Costs: $17,779.50/yr For: Licenses, Billing Interface, Hosted Solution
Not included in dollar value above e. .maintenance utilities janitorial, salaries etc.
CONTRACT REVIEW
Changes Date Out
Date In Needed Rev e„wer 04/15/20
Department Head 04/15/20 Yes[:] No®
Risk Management 04-15-2020 yes❑ No® 04-15-2020
O.M.B./Purchasing 4�Z9�2 1 es❑ No[k Clti CsV"ia,8r6(,-" 412912
4/17/20
County Attorney Yes❑ NoF
Comments:
Page 67 of 70
)ocuSign Envelope ID:F79 1 F3 ElD -4FA5- F7 -A 1 9981D81 009
M ST R St1 c1QRIPTIQN AND LICENSEAQR E EhIT
This taster Subscription and License Agreement(this'Agreement')is entered into as of the date indicated below('Effective late'),by and between ESO
Solutions,Inc.,a Texas corporation having its principal place of business at MOO Alterra Parkway,suite 100 Austin,TX 78758,including its controlled
subsidiaries,(collectively,"ESO')and Customer,as indicated on the Sales Order which adopts this Agreement(or the governing or controlling authority thereof).
This Agreement consists of the General Terms&Conditions which follow,the Sales Order adopting this Agreement,and any Addenda(as defined low)
executed by the parties,including any attachments to such Addenda. The parties have weed 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
t. DEFINITIONS.Capitalized terms not otherwise defined in this Agreement "SaaS"means software-a -service that ESO hosts(directly or Indirectly)for
shall have the meanings below! Customer's use.For the avoidance of doubt,SaaS does not include Licensed
Software,but does include Add-on Software and Interoperability Software.
"Add-On So are"means any complementary softwarecornponentsor
reportingservice(s)that ESO makes available to customer through its ".ScheduledDowntime'means periods when ESO intentionally interrupts the
Licensed Software,Interoperability Software or SaaS. SaaS for the performance of system maintenance or to otherwise correct
service errors.
'Addendum'``leans a wrftingaddressing an order of a specific set of products
or serv,ces executed by authorized representaUves of each party.An -Software'means any ESO computer program,programming or les
Addendum may be to a Software Schedule,sb)a Statement of Work,(c)Sa s specified in any Software Schedule or SOW.For the avoidance of doubt,Add-
Order,or I d)another writ==ng the parties intend to be incorporated by reference on Software,SaaS,Interoperability Software,and Licensed Software are
nto this Agreement. collectively referred to as Software.
-Anonyrrnzed Data"means Customer Data from which all personally 'SoftwareSchedule"refers to an Addendum under which Customer has
identifiable information has been removed,as well as the names and ordered either Add-on Software,Licensed Software,Interoperability Software
addresses of Customer and any of its Users and/or Customer's clients(and or SaaS.
which,as a consequence,is neither PHI nor identifiable to or byCustomer). "Statement of VWork"or"SO refers to an Addendum in which Customer has
'CustomerData"`Weans information,data and other content in electronic ordered Professional Services or a Deliverable from ESO.
form that is submitted,posted,or otherwise transmitted by or on behalf of
"Support Services'means those services ioe5 described in Exhibit
Customer through the Software.
'Deliverable"means software,report,or other work product created pursuant "Third® Data"`Weans data not owned by ESO but which is(or access to
to a Statement of fork. which is)provided by ESO under a Software Schedule.
'Documentation"rneans user guides,operating rnanuaiis,and specifications "Third-PartyService"means a service not provided by ESO but which is(or
regarding the Software. accessto which is)offered by SO in connection with its software under a
Software Schedule or Addendum.
"Feedback"refers to any suggestion or idea for improving or otherwise "Third-Party Software"means software not owned by ESO but which is(or
modifying SO's products or servic
access to which is)provided by ESO under a Software Schedule or Addendum.
'Incident'refers to a locked and uploaded record within the system on a per-
encounter basis,regardlessof the nurri r of patients involved in said Use Restrictions'as drescri ed i nSects the restrictions imp posed on Customer's use of
individual encounter. Software as described in Section .3.
"Intellectual Property"means trade secrets,copyrightable subject matter, "User"means any individual who uses the Software on Customer's behalf or
patents and patent applications,and other proprietary information,activities, through Customer's account or passwords,whether authorized or not.
and any ideas,concepts,innovations,inventions and designs. 2. SOFTWARE ORDERS.During the Terris,Customer may order Software
"Interoperability Software-means SaaS that allows Customer to exchange from ESO by signing an appropriate Software Schedule. Customer's
healthcare data with others.For the avoidance of doubt,Interoperability license to Licensed Software and Its subscription to SaaS are set forth
Software does not include Add-on Software or Licensed Software. below.Each such software Schedule;s incorporated herein by reference,
'Licensed Software"means the executable,object code version of software 3. LICENSE/SUBSCRIPTION TO SOFTWARE
that ESO provides to Customer for its use and installation on Customer's own 3A. 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,in such quantities as
Add-on Software.Interoperability Software or SaaS. are set forth on the applicable Software Schedule,subject to
'New Version"means any new version of Licensed Software that ESO may Customer's compliance with the Use Restrictions and other limitations
Iron time to time introduce and market generally as a district I,censed contained in this Agreement.
product,as may be indicated by Licensors designation of a new version 3.2. grant of Licensee Licensed So are.For Licensed Software,during the F
nurnber,brand or product. Term ESO hereby grants Customer a limited,noon-exclusive,non-
w
transferable,non-assignable, non-sublicen ble,revocable license to
"Outage'means Customer is unable to accessSaaS,or such accessis U.
materiWly delay ,impaired or disrupted,in each case as caused or controlled Dopy and u the Licensed Software,in such quantities as are set forth 0
by ESO. on the applicable Software Schedule and as necessary for Customer's
internal business purposes,m each case su bject to Customer's
'ProfessionalServices"means professional services provided by ESO under a compliance with the Use Restrictions and other limitations and
Statement of work. obligations contained in th•,s Agreement.
0
"Protected Health Information'or" l-II"shall havethe meaningsetforth in 3.3, U ft triotian .Except as provided in this Agreement or as otherwise �
HIP AA.All references herein to PHI shall be construed to include electronic authorized by ESO,Customer has no right to,and shay not:(al,
PHI,or ePlil,as that term is defined by H(PAA. decompile,reverse engineer,disassemble.print,copy or display the to
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;(ch alter,
tool provided through the Software. modify or create derivative works based upon the Software either in
whole or in part;or lei use or permit the use of the Software for
DocuSign Envelope ID:F7991 F3 9EDC FA5- F7C-4F`1 998D81009
commercial time-sharing arrangements or providing service bureau, 4.4• Su®oort and tlndatee. During the Terre,ESO shall provide to Customer
data processing,rental,or rather services to any third party(including the Support Services,in accordance with Exhibit A,which is
any affiliate not specifically listed in the applicable Software Schedule). incorporated herein by reference.
3.4. Ownershio. The rights granted under the provisions of this,Agreement 5. FEES
do not constitute a sale of the Software.ESO retains all right,title,and 5.1. .In consideration of the rights granted,Customer agrees to pay
I nterest in and to the Software,including without limitation all software ESO the fees for the Software and Professional Services as set forth in
used to provide the Software and all graphics,user interfaces.logos the Software Schedule(s)or SOW(s)(collectively,"Fees").The Fees are
and trademarks reproduced through the Software,except to the limited iron-cancelable and non-refundable,except as expressly provided
extent set forth in this Agreement.This Agreement does not grant herein.Customer shall pay all invoices within 30 days of receipt.
Customer any intellectual property rights in the Software or any of its
components,except to the limited extent that this Agreement 5.2. Third-Party PaM. If Customer desires to use a third-party to pay some
specifically sets forth Customer's rights to access,use,or copy the or ail of the Fees on behalf of Customer la-Third-Party Payer), then(i+
Software during the Terra.Customer acknowledges that the Software each appJcabie,Addendum will identify such arrangement,(I))the Third-
and its components are protected by copyright and other laws. Party Payer will enter into a written agreement with ESO regarding such
arrangement,(ri,:)Customer may replace the Third-Party Payer by written
3.5. ird-Party Software ESO neither accepts liability for,nor notice to ESO(provided that no such change shall be made unti i the
wants the funcWnahty,utility,availability,reliability or accuracy of, then-current Terra°s renewal;;,,and flv)Customer shall remain
Third-Party Software or Third-Party Servic . The Third-Party Software responsible for payment if the Third-Party Payer does not pay the Fees.
"tfr9S1Academy"and/or'Fi+reRescuel Academy"and/der"EMS1
FireRescuei Academy Implementation and Configuration"and;/or 5.3. YPIift ors Renewal.Fees for Software,which recur annually,shall
".Learning Management System"and/or-EVAL5 Implementation' increase by 2.5%. each year this Agreement is in effect.
(collectively,"Education')is offered by ESO in collaboration with Lexi pal,
f/k/a The Praetorian Group.If Customer subscribes to Education, •46 T processing
and Fees. The li are exclusive of all taxes and credit card
Customer acknowledges and agreesto the terms and conditions of the tax
ring fees,if applicable.omUnless and responsible
o Customer r provides ESO a
Praets�riar licenseagreement located at tax exemption certificate,Customer wiL be responsible for and will
remit(or will promptly reimburse ESO for)all taxes of any kind,including
..e^_n
he s rvly ch shall superseder this Agre
ement as it applies to Customer's use of sales,use,duty,customs,wi rihoic ng,property,value-added.and other
Education and any Customer Data stored therein. similar federal,state or local taxes(other than taxes based on ESO's
income)related to this Agreement.
3. . Third-Party Bata. If Customer(as indicated on an Addendum)elects to
;icense Third-Party Data e.g,fire cod >,then subject to the terms 5.5. AapLQrrriatiaan of Funds.if Customer ,°s a city,county or other
hereof,ESO hereby grants Customer a non-exclusive,non- government entity,Customer will have the right to terminate the
sublicensable,and non-transferable license during the Terre to use Agreement at the end of the Customer's fiscal term if Customer
such Third-Party Data we the Software solely for Customer's interne provides evidence that its governing body did not appropriate sufficient
purposes. Customer will not(i)allow greater access than that set forth funds for the next fiscal year.Notwithstanding the foregoing,this
in the applicable Software Schedule,(k).disc�ose,release,distribute,or provision shall not excuse Customer from past payment obligations or
deliver Third-Party Data,or any portion thereof,to any third party(bill) other Fees earned and unpaid.
copy,modify,or create derivative works of Third-Part Data,(iv)rent, 5.6, Ujagg Mignitor n .Customer is solely responsible for its own adherence
lease,;!end,sell,sublicense,assign,distribute,publish,transfer,or to volume and use limitations indicated on the applicable Software
otherwise make available Third-Party Data,(v)attempt to output in any Schedule. ESO may monitor Customer's use of the Software,and if
form more than IC6, of the Third-Party Data or otherwise c rcundvent Customer's usage exceeds the bevel for which Customer has paid in the
the usage limitat+:ons included in the Software,(vi)remove any applicable Software Schedule(an"Overage'),Customer shall owe ESO
proprietary notices included within Third-Party Data or Software,or(vilj the Fee corresponding to such usage level based on the Software
use Third-Party Data in any manner or for any purpose that infringes or Schedule(or if none,ESO's then-current rates).ESO may invoice for
otherwise violates any proprietary right of a person,or that violates Overag `rnmediately.
applicable law.ESO does not warrant the functionality,reliability,
accuracy,completeness or utility of,Third-Party Data,or accept any 6. TERM AND TERMINATION
liaWity therefor. Additional terms and!irritations applicable to Third- 6.1. T r ,The term of this Agreement(the"Terin')shall commence on the
Party Data may be provided on the applicable Addendum. Effective Date and continue for the period set forth in the applicable
3.7. New 4lersiors&Sunset If ESO releases a New Version of Licensed Software schedule(or,if none,for one year);provided that the Terra
Software,Customer may elect to receive such New Version,subject to a shall be automatically extended to match the end of the last
relicense fee of 75 of the standard price for such new version.All New subscription period or license period of any Software provided
Versions provided under this Agreement will constitute Licensed hereunder,Thereafter,the Terra will renew for successive one-year
Software and be subject to the terms and conditions of this Agreement. periods un!ess written notice is provided at least 60 days prior to the
SO may discontinue Support Services for Licensed Software upon 12 applicable renewal date.
months'notice to Customer. 6.2. Termination for Cause.Either party may terminate this Agreement or
4, HOSTING,SLA&SUPPORT SERVICES any individual Software Schedule for the other rty's uncured material
breach by providing written notice.The breaching party shall have 30
4.1. Customer shall be solely responsible for days from rece,pt to cure such breach to the reasonable satisfaction of J
hosting and managing,any Licensed Software.ESO shall be responsible the non-breaching party. a
for hosting and managing any SaaS.
6.3. Effect of Terrrrinaticn. w
4.2. Sentice Level Agreement. If an Outage,excluding Scheduled Downtime a
(as defined below),results in the service level uptirne falling below 99%, 6.3.1. !f Customer terminates this Agreement or any Software Schedule as z
for three months in any rolling 12-month period(the"Uptitne a result of ESO's material breach,then to the extent that Customer v
Commitment*),then Customer may immediately terminate this has prepaid any Fees,ESO shall refund to Customer any prepaid �
Agreement,in which case ESO will refund any prepaid,unearned Fees Fees on a pro-rata basis to the extent such Fees are attributable to 00
to Customer.This is Customer's sole rernedy for ESO's breach of the the period after the latter to occur of the(i)termination date or(ii) a
Liptirne Commitment. tine date on which Customer actually ceases use of the Software.
4.3. owntime, ESO will provide reasonable notice to the 6.3.2. upon termination of this Agreement or any Software Schedule,
Customer(Software Administrator Contact or otherwise)of Scheduled Customer shall cease all use of the Software and delete,destroy or
Downtime;usually at least 72 hours in advance),and will plan return all copies of the Documentation and Licensed Software in its
Scheduled Downtime to occur during non-peak hours(midnight to 6 possession or control,except as requ+red by law, Customer shall w
a.m.Central Ume). Scheduled Downtime shall never constitute a remain obligated to pay appropriate Fees at ESO's then-current
failure of performance or Outage by ESO. rates if Customer continues to use or access Software after the
termination or expirat,on of this Agreement. If Customer received
discounts for any of the two years prior to the date of termination.
)ocuSign Envelope ID:F79 1F E -4FPa5-9F7 -4F1 99813811009
Customer shall promptly pay ESO`s invoice recouping such so long as such information remains subject to trade secret protection
discounts. pursuant to applicable law,Upon termination of th!s Agreement,a party
shall return all copies of Confidential Information to the other or certify
6.3.3. Termination of this Agreement is without prejudice to any other right the destruction thereof.
or remedy and shall not release a party from any liability. .4. Retention_of Brenta.This Agreement does not transfer ownership of
E.4. Delivery of Data. If Customer requests its data within 60 days of Confidential Information or grant a+license thereto.
expiration or termination of this Agreement,ESO will provide Customer 9.5. Q=rL Records and Other Lam.Notwithstandirrganything in this Section
its Customer Data in.in an XML or searchable.pdf format at the to the contrary,the parties expressly acknowledge that Confidential;
Customer's choice. Customer acknowledges that ESO is under no information may be disclosed if such Confidential'nforrnation is
obligation to retain Customer Data more than 60 days after expiration required to be disclosed by law,a lawful public records request„or
or termination of this Agreement. judicial order,provided that prior to such 6sclosure,written notioe of
6.5. Termination For Convenience.Upon completion of the initial terra of 12 such required disclosure shay be given promptly and without
months the Customer may terminate this agreernent upon 60 days unreasonable delay by the receiving party in order to give the disclosing
written notice to ESO. party the opportunity to abject to the disclosure and/or to seek a
protective order.The receiving party shall reasonably cooperate in this
7. REPRESENTATIONS AND WARRANTIES effort.In addition,Customer may disclose the contents of this
Agreement solely for the purpose of completing its review and approval
7.1. Material Perf rma ce cif Software.ESO represents and warrants that processes under its local rules,if applicable.
the Software will perform in material accordance with any
Documentation provided by ESO. 10. INSURANCE.Throughout the Terre(and for a perm of at least three
years thereafter for any insurance written on a claims-made form)ESO
7,2. Que Authority.Each party's execution,delivery and performance of this shall maintain in effect the insurance coverage described below:
Agreement and each agreement or instrument contemplated by this
Agreement has been duly authorized by all necessary corporate or 10.1. Co mere al general'lability insurance with a minimum of$1 n1i'ion
government action. per occurrence and$1 million aggregate:
7.3. LrLQQP9L@tiQn.Customer agrees to use current operating. 10.2. Commercial automobile liability insurance covering use of all non-
systems and reasonably and timely cooperate with ESO,includl.ng owned and hired automobiles with a minimum:1mit of$1 million for
providing ESO reasonable access to its equipment,software and data. bodily injury and property damage liability,
S. DISCLAIMER OF WARRANTIES.EXCEPT AS OTHERWISE PROVIDED IN 10.3. Worker's compensation insurance and employers liability insurance or
SECTION 7,EEO DISCLAIMS ALL WARRANTIES,EXPRESS OR IMPLIED, any alternative plan or coverage as permitted or required by applicable
INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS law,with a minimum employer°s liability limit of 1 million each
FOR A PARTICULAR PURPOSE,PERFORMANCE,SUITABILITY,TITLE,NON- accident or disease:and
INFRINGEMENT,OR ANY IMPLIED WARRANTY ARZING FROM STATUTE, 10 4 Computer pro° ,orjcom uter professional Tonal liability insurance(ajkBa
COURSE OF DEALING,COURSE OF PERFORMANCE,OR USAGE OF TRADE. p
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,ESO DOES technology errors and omissions)covering the liability for financial loss
NOT'REPRESENT OR WARRANT THAT CUSTOMER DATA WILL REMAIN due to error,omission or negligence of ESO,and privacy and network
PRIMATE OR SECURE,OR THAT THE SOFTWARE(X)WILL PERFORM security Insurance("cyber coverage")covering losses arising from a
WITHOUT INTERRUPTION OR ERROR,OR(Y)IS SECURE FROM HACKING disclosure of confidential information(including PHI)with a combined
OR OTHER UNAUTHORl7ED INTRUSION.EXCEPT AS EXPRESSLY aggregate amount of 1 million.
PROVIDED IN SECTION 7,CUSTOMER ACCEPTS THE SOFFW E"AS-IS" 11. INDEMNIFICATION
AND"AS AVAILABLE'
11.1. IP Infrongernent.Subject to the limitations in Section 12,ESO shall
9. CONFIDENTIALITY defend and indemnify Customer from any damages,costs,liabilities,
9.1. "Confidential Information'refers to the following items: (a)any expenses(including reasonable attorney's fees)(" images") actually
document marked"Confidential",(b)any information orally designated incurred or finally adjudicated as to any third-party claim or action
as'Confidential"at the time of disclosure,provided the disclosing party alleging that the Software delivered pursuant to this Agreement
conforms such designation in writing within five business days,(c)the infringe or misappropriate any third party's patent, copyright,trade
Software and Documentation,whether or not designated confidential, secret,or other intellectual property rights enforceable in the
(d)E O's security controls,polici ,procedures,audits,or other applicable jurisdiction(each,an'Indeminifi Claim'),If Customer
information concerning SO's internal security posture,(e)any other makes an Indemnified Claim under this Section or if ESO determines
nonpublic,sensitive information reasonably treated as trade secret or that an Indemnified Claim may occur,ESO shall at its option,(a)
otherwise confidential,and(f)Customer Data which does not comprise obtain a right for Customer to continue using such Software;(b)
PHI.Notwithstanding the foregoing,confidential Information does not modify such software to make it a non-infringing equivalent or(c)
include information that:(1)is in the other party's possession at the time replace such Software with a non-infringing equivalent.If(a),(b),or
of disclosure free of duty of non-disclosure;(li)is ndependently (0)above are not reasonably practicable, either party may,at its
developed without use of or reference to Conf dentW Information,(ii.fiI caption,terminate the relevant Software Schedule,in which case ESO
becomes known publicly,before or after disclosure,other than as a will refund any pre-paid Fees on a pro- rate basis for such Software
result of the receiving party's improper action or inaction;(Iv',is Schedule.Notwithstanding the foregoing,ESO shall have no
approved for releasein writing by the disclosing party;or(v)PHI 'which obligation hereunder for any claim resulting or arising from(x)
strait be governed by the Business Associate Agreement rather than Customer's breach of thisAgreement:(y) modifications made to the
this Sectlomn or is subject to disclosure pursuant to Florida Statute Software that were not performed or provided by or on behalf of ESO
Chapter 119 of the Florida Public Records Act. or(z)the combination,operation or use by Customer(and/or anyone
acting can Customer's behalf)of the Software in connection with any
9.2. n i ri r .Each party shall use Confidential informat on of the ether product or service(the combination or joint use of which p
other party solely to fulfill the terms of this Agreement(the'Purpose'). causes the alleged infringement). This Section 11 stet ESO`s soleUJ
Each party shall(a)ensure that its employees or contractors are bound obligation and viability,and Customers sole remedy,for potential or
by oonficlenfality obligations titans no less restrictive than those contained actual intellectuav:property infrirrgernent by the Software.
herein,and(b)not disclose Confidential information to any other third Indemnification Procedures. Upon becoming aware of any matter which �
party without prior written consent from the disclosing party.Without is subject to the provisions of Sections 11.1(a"flair's'), Customer roust
limiting the generality of the foregoing,the recemng party shall protect give prompt written notice of such claim to ESO, accompanied by copies O
Confidential information with the same degree of care it uses to protect of any written documentation regarding the Claim received by the 14
its own confidential information of similar nature and importance,but Customer. ESO shall compromise or defend,at its own expense and
with no less than reasonable carer A receiving party shall promptly with its own counsel,any such Claim. Customer will have the right,at its
notify the disclosing party of any misuse or misappropriation of caption,to participate in the settlement or defense of any such Claire,
Confidential Information of which it Is aware. with its own counsel and at its oven expense;provided,however,that 0
9.3. Trrviination i&Return.With respect to each item of Confidential ESO will have the right to control such settlement or defense. ESO w+ w
Information,the obligations of nondisclosure will terminate three years not enter into any settlement that imposes any liability or obligation on
Customer without the Customer's prior written consent. The parties will
after the date of d+Scl •rare;provided that,such obligations related to m
Confidential Information constituting SO's trade secrets shall continue cooperate in any such settlement or defense and give each other full
mess to all relevant i,nformatlon,at E O's expense. a
goll
)ocu Sig n Envelope 10:F7991 F3B-9EDC-4FA5-9F7C-4F1 998D81009
judgment and due diligence and expressly disclaims reliance upon any This Agreement,any claim dispute or controversy
representations or statement not expressly set forth in this Agreement. hereunder(a'Dispute')will be governed by(I)the laws of the State
in the event the Customer issues a purchase order,letter or any other of Texas,or(III if Customer is a city,county,municipality or other
document addressing the Software or Services to be provided and governmental entity,the law of state where Customer is located,in
performed pursuant to this Agreement,it is hereby specifically agreed each case foregoing,without regard to its conflicts of law.The UN
and understood that any such writing is for the Customer internal Convention for the International Sale of Goods and the Uniform
purposes only,and that any terms,provisions,and conditions Computer information Transactions Act will not apply.In any Dispute,
contained therein shall in no way modify this Agreement. each party will bear its own attorneys'fees and costs and expressly
waives any statutory right to attorneys'fees.
17,4. &yff&pjW.To the extent permitted by applicable law,the parties 17.13. QEB 1i LeA
hereby waive any provision of law that would render any clause of this
Agreement invalid or otherwise unenforceable in any respect.If a 17A4, NL Class=A�in .NEITHER PARTY SHALL BE ENTITLED TO JOIN OR
provision of this Agreement is held to be invalid or otherwise CONSOLIDATE CLAIMS BY OR AGAINST OTHER ESO CUSTOMERS,OR
unenforceable,such provision will be interpreted to fulfil its Intended PURSUE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN
purpose to the maximum extent permitted by applicable law,and the A PRIVATE ATTORNEY GENERAL CAPACITY.
remaining provisions of this Agreement will continue in full for and
affect. 17.15. Litnilati2n PgLivd.Neither party shall be liable for any claim brought
more than two years after the use of action for such claim first
Except for training and implementation services arose.
related to the Software,neither party may subcontract or delegate its
obligations to each other hereunder,nor may it contract with third 17.16. piiao�rte �i ,Customer and ESO will attempt to resolve any
parties to Worm any of its obligations hereunder except as Dispute through negotiation or by utilizing a mediator agreed to by the
contemplated in this Agreement,without the other party's prior written parties,rather than through litigation.Negotiations and
consent. mediations will be treated as confidential.If the parties are unable to
reach a resolution within 30 days of notice of the Dispute to the other
17.6. Mgdlfie;9iQrls and AntgnAMgnL%This Agreement may not be amended party,the parties may pursue all other courses of action available at
L
except through a written agreement signed by authorized law or in equity,
representatives of each party,provided that the Customer agrees that
ESO may rely on informal writings(including smalls)of Customer's 17.17. IgQLntp[B&-Ey,=.Customer shall not:(a)permit any third party to
authorized representatives to(i)terminate Software products and access or use the Software in violation of any U.S.law or regulation:
services and(I!)approve or ratify rate or tier increases for Software or(b)export any software provided by ESO or otherwise remove it
products and services then in use by Customer. from the United States except in compliance with all applicable U.S.
laws and regulations.Without limiting the generality of the foregoing,
17.7. EgLQP_MWgm1P_No delay,failure,or default will constitute a breach of Customer shall not permit any third party to access or use the
this Agreement to the extent caused by acts of war,terrorism, Software in,or export such software to,a country subject to a United
hurricanes,earthquakes,other acts of God or of nature,strikes or States embargo(as of the Effective Date-Cuba,Iran,North Korea,
other labor disputes,riots or other acts of civil disorder,embargoes,or Sudan,and Syria).
other causes beyond the performing party's reasonable control
(collectively,'Force Majeure').In such event,however,the delayed 17,15. Qroer!pf Rrosgden se.In the event of any conflict between this
party must promptly provide the other party notice of the Force Agreement,Addenda or other attachments incorporated herein,the
Majeure.The delayed party's time for performance will be excused for following order of precedence will govern:(1)the General Terms and
the duration of the For Majeure,but if the event last longer than 30 Conditions;(2)any Business Assoc-ate Agreement;(3)the applicable
days,the other party may immediately terminate the applicable Software Schedule or SOW,with most recent Software Schedule or
Software Schedule. SOW taking precedence over earlier ones:and r4)any ESO policy
posted online,including without limitation its privacy policy.No
17.8. fv it If requested by ESO,Customer agrees to reasonably amendments incorporated into to a Agreement after execution of the
cooperate with ESO's preparation and issuance of a public General Terms and Conditions will amend such General Terms and
announcement regarding the relationship of the parties. Conditions unless it specifically states its intent to do so and cites
17.9. &�rtggtt Neither party will be deemed to have waived any the section or sections amended,
rights under this Agreement unless it is an explicit written waiver made 17.19. Counter Its.This Agreement may be executed in one or more
by an authorized representative,No waiver of a breach of this counterparts.Each counterpart will be an original,and all such
Agreement will constitute a waiver of any other breach hereof. counterparts will constitute a single=nstrument.
17.10. Surviv
al T 20. Byieglig-rga.Elec tronic si gn star es on this Agreement or on any
gLm_g,Unless otherwise stated,all of ESO's and 17
Customer's respective obligations,representations and warranties Addendum(or copies of signatures sent via electronic means)are
under this Agreement which are not,by the expressed terms of this the equivalent of handwritten signatures.
Agreement,fully to be performed while this Agreement is in effect terms and.
shall survive the termination of this Agreement. 17.21 Addition a I Terror and conditions. CWg2mer'$
conditions r h hereto as Exhibit
17.11, &MplgU2KLT_gTmE.This Agreement will not be construed against any ingpirpQrated as if fully r ggo :rein.
party by reason of its preparation. ZWONROE AM HEY
FOAM
ACADO
OOUNTY AMTEY
WITNESS WHE 0"
IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective [Ya
ESO SOLUTIONS, INC. NROE COUNTY Zo C14
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DocuSigned by. 1,g-11y,,g-d by 1—b G-- 0)
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Roman Gastesi
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By: By.
B`836CB5!iO888414,�
Title: General Counsel secretary
Title. County Administrator
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Date: 4/13/2020 Date. LO
DocuSig n Envelope ID, F7991 F3B-9EDC-4FA5-9F7C-4F1 998D81 009
5UPL>QRT SERV&EaAQ2ENDMM
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 atiffiryto make requests for technical support assistance by e-mail at anytime 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.
1Z, '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 e-mail response depend ng 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 be,ng taken to correct such Error(s).
1.8. 'Severity I 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 allser fronn 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"mea ris information available through ESO's website(mow &jg,.Lfi,),including frequently asked questions and bug reporting via Live
Chat,
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 riot 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.
I 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 Z
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from Customer's employees with respect to the Software.Such support is intended to be the'front fine"for support and information about the 0
Software to Customer's Users. ESO will provide training,documentation,and materials to the Administrator to enable the Administrator to provide ZLL
technical support to Customer's Users. The Administrator will notify a Support Representative of any Errors that the Administrator cannot resolve and 0
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assist ESO in information gathering. g:
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2.2. ESO will provide Support Services consisting of(a)Error Gorrection(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 cc
forms of commun:cation for purposes of submitting periodic status reports to Customer,including but not limited to,messages in the Software,
DocuSign Envelope ID:F7991F3 9EDC-4FA5-9F7C-4F1998DS1009
messages appearing upon login to the Software or other means of broadcasting Status Update(s)to multiple customers affected by the sarrm Error,
such as a customer portal.
2.& ESO's support desk will be staffed with competent technics consultants who are trained in and thoroughly famiiiar with the Software and with
Customer's applicable configuration.Telephone support and all communications wilt be del,vered in intelligible English.
14. Normal business hours for ESO's support desk are Monday through Friday 7:00 am to 7:00 pro CT.Customer will receive a call back from a Support
Representative after-hours for a Severity 1 Error.
I ERROR PRIORITY LEVELS.Customer wO report all Errors to ESO via e-maF or by telephone Z66-766-9471,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. 5gyer&1 Error.ESO shalt ii)commence Error Correction promptly,(li)provide an ImCal Response within four hours;(jr)initiate Management
Escalation promptly:and(w)provide Customer with a Status Update within four hours J ESO cannot resolve the Error within four hours.
3. Severity Error.ESO shall(t)commence Error Correction promptly:(in provide an Initial Response within eight hours;)iii)initiate Management
Escalation within 48 hours if unreso ved:and;iv)provide Customer with a Status Update within forty-eight hours if ESO cannot resolve the Error wsthrrr
forty-eight hours.
3.3. 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. Severn 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 use 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. EXCLUS11ONS.
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 perrmttecl)e(5)Customer's misapplication or unauthorized use of the Software;(T)altered or damaged Software not caused by ESO;
hvI,any third party software;(v)hardware issues;(vp Customer's breach of the AgreementP 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 shag 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 th:s Exhibit:provided however,that they do not materially decrease the level of Support Services that Customer will receive from ESO.
THESE TERMS AND CONNTIONS DO NOT CONST=TUTE A PRODUCT WARRANTY.THIS EXHIBIT Z 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 B
HIPAA BUSINESS ASSOCIATE ADDCN2LM_
Customer and ESO Solutions,Inc.("Business Associate')agree that this HIPAA Business Associate Addendum is entered into for the benefit of CUStOmer,
which is a covered entity under the Privacy Standards(,Covered Entity').
Pursuant to the Agreement.Business Associate may perform functions or activities invotving 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 followingterms and conditions
set forth in this HIPAA Business Associate Addendum("Addendum').
L . 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 ate
from or on behalf of Covered Entity in any form or medium whatsoever.
2. Cefinitions.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("HIPAA1),or the Health Informat on Technology for Economic and Clinical Health Act('HITECH'),and
any amendments or Implementing regulations,;collectively''HIPAA Rules").
3. QQ[13plianca wilh ApplicableAaw.The parties acknowledge and agree that,beginning with the relevant effective date,Business Associate shall comply w th
its obligations under this Addendum and with all obligations of a business associate under HIPAA,H,TECH,the HIPAA Rules,and other applicable laws and
regulabons,as they exist at the time this Addendum is executed and as they are amended,for so long as this Addendum is to place.The parties agree to take
such action as is necessaryto amend this Addendum to complywith the requirements of HIPAA HITECH,the HIPAA Rules,and any other applicants law.
4. Perm 1551 bItUM_gnd Disclosure of PHI.Business Associate may use and disclose Pill as necessary to carry out its duties to a Covered Entity pursuant to the
terms of the Agreement and as required by aw.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:(1)reasonable assurances from the re wing 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('i an agreement from such receiving party to
immediately notify Business Associate of any known breaches of the confidentiality of the PHI.
5. Liffiftatigna on U and L7i uuure tof 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 t'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. Reniiired Safegkjards 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 electrerVe PHI,to prevent the use or disclosure of PHI other than pursuant to the terms and conditions of this Addendum.
7- Rip porting to Covered Entity:Business"s oclate 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 rout'ne occurrences
of:(1)unsuccessful attempts to penetrate computer networks or services maintained by Business Associate:and(ll)immaterial inc�dents such as'pinging"or
'denial of services-attacks.
S. Midg@tion of Harmful:Eff%12.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. Agieements,by third—Padmi .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. 6Qag5a-t9=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 15)business days forward such request to the Covered Entity.
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11. Amendment of PHI.Within five business days of receipt of a request from a Covered Entity for the amendment of an indiv'dual's PHI or a record regarding an LL
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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 directlyto Business Associate a request for amendment to PHI,Business Associate shall within five business days forward such request to
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the Covered Entity.
12. Documentation QLXac( mr.�-Business Associate agrees to document disclosures of PHI and information related to such disclosures as would be required N
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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DocuSgn Envelope itD: F7991 F3B-9EDC-4FA5-9F7C-4F1 99SD81 009
13. Accounting ofWithin 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 PHIL as required by 45 C.F.R.164-528 and HITECH.
1,C QJLtr_QD_1lggLiQ_n1 To the extent that Business Associate is to Garry 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 Administr tive Pr eed.r 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 oks 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 deterMinong compliance with the HIP AA Rules.
17. Elrflyith of Qlapitala by Dwain=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:n immediately terminate the Agreement if the other party has violated a materw to of this Addendum-,or ii)at the non-breaching
party option,permit the breaching party to cure or end any such violation within the time specified by the non-breaching party.The non-breaching par A
option to have cured a breach of this Addendum sha1 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 Addendurn 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 PHI while performing services pursuant to this Addendum would
cause irreparable harm to a Covered Entity,and n such event,the Covered Entity shall be entitled to institute proceedings in any court of competent
jurisdiction to obtain damages and injunctive relief,
M Owner QLF_H_I,Under no circumstances shak Business Associate be deemed in any respect to be the owner of any PHI created or rece.,ved by Business
Associate on behalf of a Covered Entity.
21. Safeguards and Arroroodate Use of R_rQJelJW Health ItI&MAt[pri.Covered Entity is responsible for irriplementl ng appropriate privacy and security
safeguards to protect its PHI in compliance with HIPAA.Mhout 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 HIP AA Rules with respect to
Customer Data once it is sent to or from Covered Entity outside ESO'sSoftware 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 Pa RI gh.The terms of th's Addendum do not grant any rights to any parties other than Business Associate and the Covered Entity.
23. &gagJUM.The signatures to the Agreement for the Sales Order or other document evidencing the parties'adoption thereof)indicate agreement hereto and
she"be deemed signatures hereof,whether manual,electronic or facsim e.
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pp
ESO inspections 9 Stations $3,cj95 00 $ 00,1 S3.995 00 Recurring
ESO Properties 9 Stations $3,4 5,0 4$0 or.,1 $3,495.00 Recurring
He SetLAP&Online Trwnmg 2 Sessions $99000 to 0C,1 $9W 00 One-time
ad
ESO EHR Suite 3000 IwMents $7,79000 5389 50 $7.40050 Recurring
EHR CAD Integrabon ?AM, !mutants $I'qq5 00 ($0,0()) $1.99500 Recurring
EHR Cardiac Monitor Integratran 'KM, Incodenirs $79500 (so N)1 $79500 Recrining
EHR ffiffing interface 30(.X.)Incodents $39500 5395 001 SO O Recur6orig
EHR Training 3 Days $2,98500 (toDo) $298500 One-time
EHR Training TravW Costs I Traver Cost $1,50000 ($0.001 S L500 00 One-time
EIIR-Handtevy Integradron 3000 MWents $39500 (5395,00) $000 Recurring
NEMSiS Data lmport-one-time 3000 ronc4ents $2.99500 (So.(;Y-") $2,99500 One-time
QuickSpeak-no speelf ic volume 3.000 $19900 (So; ) S9900 Recurring
ElIR Boiling Interfa(* 3000 Incodents $39500 $395-00 SD 0 Recurring
M rMMONIM -----
MDE-ESO EHR Oennection $99500 59,45("',C $000 ReWning
Total Recurring 20,349M
Total One-Time $ 8,470,00
Dismnts (2 56q,50)
TOTAL $ 26,24950
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DocuSign Envelope ID:F7991 F3B;-9EDC-4FA5-9IF7C-4F1 998DSI 009
ESO Products&Services
SaaS Software Health Data Exchange Connection for EMS
Electronic Health Record(-EHR') Payer insight
Optional components: N EMS Repository
Mobile 0 Hospital Analybes
Billing Interface a Connect
EMS Data Export
Fax Ucensed Software
Patient Tracker Billing
QuickSpeak ■ Optional components:
o Integration:CAD■ 0 ePCR Import Module
Integration:Cardiac Monitor 0 Payer insight
integration:Firehouse Dispatch
Optional components:
QM
Staff Scheduling & Dispatch AVL Interface
Fire 0 Dispatch MDT Interface
Optional components: 0 Dispatch ePCR Export Module
• Properties 0 Dispatch Wheelchair Module
• Inspections FIREHOUSE Enterprise,Web,and Standard
• Integration:CAD Optional components:
• Integration:Teiestaff a Fire Incidents
FIREHOUSE Cloud 0 Personnel
■ Optional components: * Apparatus
Fire nciclents 0 Occupancy
® Personnel 0 Inventory
• Apparatus 0 Hydrants
• Occupancy 0 Staff Scheduling
® nventory a Accounts Receivable
• Hydrants 9 Sketch
• Staff Scheduling 0 Ana lytics
• Accounts Receivable a integration!PCR
• Sketch a Integration:EHR
• Analytics a Integration:Telestaff
• integration:PCR 0 Integration:CAD
• Integration:EFIR 0 integration:Billing
• D
Integration:Telestaff Visual Fire
• Integration:CAD Services
• integration:Billing Support
Training
• Inspector for I Pad(compatible with r,
Travel
Enterprise, Web,and Standard) Third-Party Software,Thit rly Data,Third-Party Services;
Personnel Management 111 TrackEMS
C Staff Scheduling Education(Lexipol fe�/a Praetoran Digital)
Assets 0 EMS1 Academy
Inventory ® FireRescuel Academy
Checklist EVALS Implementation
SafetyPAD Learning Management System
■ Optional components:
Airwatch/SOTI Mobile Device EMS1&FireRescuel Academy-
Management Implementation and Configuration
Fax IFC:National Codes=12,2015,2018)
integration:CAD Narc8ox Software
Third-Party Hardware
Subcategory-linteroperability Software NarcBox Hardware
■ Health Data Exchange('HDE')
Opt,onal components-.
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DocuSign Envelope ID,F7991 F3B-9EDC-4FA5-9F7C-4F1 998D81 009
EXHIBIT C
Addendum to ESO MASTER SUBSCRIPTION AND LICENSE
AGREEMENT
1) Payments.
A. County's performance and obligation to pay under this agreement, is contingent
upon annual appropriation by the Board of County Commissioners.
B. County's shall pay in accordance with the Florida Local Government Prompt
Payment Act; payment will be made after delivery and inspection by County and upon submission
of invoice by ESO.
C. ESO shall submit to County invoices with supporting documentation acceptable to
the Clerk of Courts. Acceptability tote Clerk is based on generally accepted accounting
principles and such laws, rules and regulations as may govern.the Clerk's disbursal of funds.
2) Books, Records and Documents. ESO shall maintain all books, records, and
documents directly pertinent to performance under this Agreement in accordance with generally
accepted accounting principles consistently applied. Each party to this Agreement or their
authorized representatives all reasonably cooperate to provide such records tote other party to
this Agreement for public records purposes during the to oft e Agreement and for four years
following the termination oft is Agreement. If an auditor employed by the County or Clerk
determines that monies paid to ESO pursuant to this Agreement were spent for purposes not
authorized by this Agreement, ESO shall repay the monies together with interest calculated
pursuant to Sec. 55.03, FS, running from the date the monies were paid to ESO.
3) Severabifity. If any term, covenant, condition or provision of this Agreement (or the
application they to any circumstance or person) shall be declared invalid or unenforceable to
any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and
provisions oft is Agreement, shall not be affected thereby; and each remaining term, covenant,
condition and provision oft is Agreement shall be valid and shall be enforceable tote fullest
extent permitted by law unless the enforcement oft e remaining ternis, covenants, conditions and
provisions of this Agreement would prevent the accomplishment of the original intent of this
Agreement. The County and ESO agree to reform the Agreement to replace any stricken provision
with a valid provision that comes as close as possible to the intent of the stricken provision.
4) Attorney's Fees and Costs. The County and ESO agree that in the event any cause of
action or administrative proceeding is initiated or defended by any party relative to the enforcement
or interpretation oft is Agreement, the prevailing party all be entitled to reasonable attorney's
Exhibit C Page 1 of 6
DocuSig n Envelope ID: F7991 F3B-9EDC-4FA6-9F7C-4F1 998DBI 009
fees,court costs,investigative, and out-of-pocket expenses, as an award against the non-prevailing
party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in
appellate proceedings. Mediation proceedings initiated and conducted pursuant tothis Agreement
shall be in accordance with the Florida Rules of Civil Procedure and usual and customary
procedures required by the circuit court of Monroe County.
5) Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall
bind and inure tote benefit of the County and ESO and their respective legal representatives,
successors, and assigns.
6) Authority. Each party represents and warrants tote other that the execution, delivery
and performance of this Agreement have been duly authorized by all necessary County and
corporate action, as required by law.
7) Adjudication of Disputes or Disagreements. County and ESO agree that all disputes and
disagreements shall be attempted to be resolved by meet and confer sessions between
representatives of each of the parties. The County and ESO representative shall try to resolve the
claim or dispute with meet and confer sessions. If the issue or issues are still not resolved to the
satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may
be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration,
notwithstanding the foregoing the parties shall adhere to section 17.16"Dispute Resolution"oft
Master Subscription and License Agreement in resolving any contractual issues.
8) Cooperation. In the event any administrative or legal proceeding is instituted against
either party relating to the formation,execution,performance,or breach oft is Agreement,County
and ESO agree to participate, to the extent commercially reasonable and as reasonably required by
the other party, in proceedings, hearings, processes, meetings, and other activities related tothe
substance oft is Agreement or provision oft e services under this Agreement. County and ESO
specifically agree that no party to this Agreement shall be required to enter into any arbitration
proceedings related to this Agreement.
9) Nondiscrimination. The parties agree that there will be no discrimination against any
person, and it is expressly understood that upon a determination by a court of competent
jurisdiction that discrimination has occurred,this Agreement automatically terminates without any
further action on the part of any party, effective the date oft a court order. The parties agree to
comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) Title VII oft e Civil Rights Act of
1964 (PL 88-352), which prohibit discrimination in employment on the basis of race, color,
religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended
(20 USC §§ 1681-1683, and 1685-1686), is prohibits discrimination on the is of sex; 3)
Exhibit C Page 2 of 6
DocuSign Envelope D F7991 F3B-9EDC-4FA5-9F7C-4F1 998D81009
Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), is prohibits
discrimination on the basis of handicaps; 4)The Age Discrimination Act of 1975, as amended (42
USC §§ 6101-6107),which prohibits discrimination on the basis of age; 5)The Drug Abuse Office
and Treatment Act of 1972 (PL 92-255),as amended,relating to nondiscrimination on the basis of
drug use; 6) The Comprehensive Alcohol use and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970 (PL 91616), as amended,relating to nondiscrimination on the basis of
alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and 527 (42 USC
§§ 690dd-3 and 290ee-3), as amended,relating to confidentiality of alcohol and drug abuse patient
records; 8) Title V111 of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended,
relating to non discri mi nation in the sale, rental or financing of housing; 9) The Americans with
Disabilities Act of 1990 (42 USC §§ 12101), as amended from time to time, relating to
nondiscrimination in employment on the is of disability; 10) Monroe County Code Chapter 14,
Article 11, is prohibits discrimination on the basis of race, color, sex, religion, national origin,
ancestry, sexual orientation,gender identity or expression,familial status or age;and 11)any other
nondiscrimination provisions in any federal or state statutes is may apply tote parties to, or
the subject matter of, this Agreement.
10) Covenant of No Interest. County and ESO covenant that neither presently has any
interest, and shall not acquire any interest, is would conflict in any manner or degree with its
performance under this Agreement,and that only interest of each is to perform and receive benefits
as recited in this Agreement.
11) Code of Ethics. County agrees that officers and employees oft e County recognize and
will be required to comply with the standards of conduct for public officers and employees as
delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or
acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of
public position, conflicting employment or contractual relationship; and disclosure or use of
certain information.
12) Public Records Compliance. ESO must comply with Florida public records laws,
including but not limited to Chapter 119, Florida Statutes and Section 24 of Article I ofthe
Constitution of Florida. The County and ESO shall provide tothe other, all documents, records,
papers, letters or other "public record" materials in its possession or under its control subject to
the provisions of Chapter 119, Florida Statutes, and made or received by the County and ESO in
conjunction with this contract and related to contract performance. The County shall have the
right to unilaterally cancel this contract upon violation oft is provision by ESO. Failure of ESO
to abide by the to oft is provision all be deemed a material breach oft i contract and the
County may enforce the terms oft is provision in the form of a court proceeding and shall, as a
prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that
proceeding. This provision shall survive any termination or expiration oft e contract.
Exhibit C Page 3 of 6
DocuSign Envelope U F7991 F3B-9EDC-4FA5-9F7C-4F1 99SD81009
ESO is encouraged to consult with its advisors about Florida Public Records Law in order to
comply with this provision.
Pursuant to F.S. 11 9.0701 and the terms and conditions oft i ntract, ESO is required to:
(1) Keep and maintain public records that would be required by the County to perforrn the
service.
(2) Upon receipt from the County's custodian of records, provide the County with a copy of
the requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in this chapter or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law forte duration ofthe
contract to and following completion of the contract if the contractor does not transfer the
records tothe County.
(4) Upon completion of the contract, transfer, at no cost, tote County all public records in
possession of ESO or keep and maintain public records that would be required by the County to
perform the service. If ESO transfers all public records tote County upon completion oft e
contract, ESO shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If ESO keeps and maintains public records
upon completion oft contract, ESO shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the County, upon request from the
County's custodian of records, in a format that is compatible with the information technology
systems oft e County.
(5) A request to inspect or copy public records relating to a County contract must be made
directly tote County, but if the County does not possess the requested records, the County shall
immediately notify ESO aft e request, and ESO must provide the records tote County or allow
the records to be inspected or copied within a reasonable time.
If the Contractor does not comply with the County's request for records, the County shall enforce
the public records contract provisions in accordance with the contract, notwithstanding the
County's option and right to unilaterally cancel this contract upon violation oft is provision by
the Contractor. A Contractor who fails to provide the public records tote County or pursuant to
a valid public records request within a reasonable time may be subject to penalties under Section
119.10, Florida Statutes.
Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public
records unless or otherwise provided in this provision or as otherwise provided by law.
Exhibit C Page 4 of 6
DocuSign Envelope ID:F7991 F3B-9EDC-4FA5-9F7C-4F I 998D81009
IF ESO HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT,, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470,
BRADLEY-BRIAN( MONROECOUNTY-FL.GOV, MONROE COUNTY
ATTORNEY'S OFFICE, It I I 12th STREET, SUITE 408, KEY WEST, FL 33040.
13) Non-Waiver of Immunity. Notwithstanding he provisions of Sec. 768.28, Florida
Statutes, the participation of the County and ESO in this Agreement and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local government liability
insurance pool coverage shall not be deemed a waiver of immunity tote extent of liability
coverage, nor shall any contract entered into by the County be required to contain any provision
for waiver.
14) Privileges and Immunities. All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability, workers'
compensation, and other benefits which apply tot activity of officers, agents, or employees of
any public agents or employees of the County, when performing their respective functions under
this Agreement within the territorial limits of the County shall apply tothe same degree and extent
tote performance of such functions and duties of such officers, agents, volunteers, ore loyees
outside the territorial limits oft e County.
15) Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory
Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating
entity from any obligation or responsibility imposed upon the entity by law except tothe extent of
actual and timely perfa e thereof by any participating entity, in which case the performance
may be offered in satisfaction oft e obligation or responsibility. Further, this Agreement is not
intended to,nor shall it be construed as,authorizing the delegation aft constitutional or statutory
duties of the County, except tothe extent permitted by the Florida constitution, state statute, and
case law.
16) Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms,
or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or
entitlement to or benefit of any service or program contemplated hereunder, and the County and
ESO agree that neither the County nor ESO nor any agent,officer,or employee of either shall have
the authority to inform, counsel, or otherwise indicate that any particular individual or group of
individuals, entity or entities, have entitlements or benefits under this Agreement separate and
apart, inferior to, ors pe `o tothe community in general or forte purposes contemplated in this
Agreement.
Exhibit C Page 5 of 6
DocuSig n Envelope ID: F7991 F3B-9EDC-4FA5-9F7G4F1 999D81 009
17) Attestations. ESO agrees to execute such documents as the County may reasonably
require, to include a Public Entity Crime Statement, an Ethics Statement, afid a Drug-Free
Workplace Statement, and a Scrutinized Vendor List
18) No Personal Liability. No covenant or agreement contained herein all be deemed to be
a covenant or agreement of any member, officer, agent ore lee of Monroe County in his or
her individual capacity, and no member, officer, agent oremployee of Monroe County shall be
liable personally on this Agreement or be subject to any personal liability or accountability by
reason oft execution oft is Agreement.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
IN WITNESS WHEREOF, each party has caused this Addendum to ESO Master
Subscription Agreement to be executed by its duly authorized representative.
ESO SOLUTIONS, INC. MONROECOUNTY
BrDocuSWndby: Digitally sig
ned by Roman G,j
DI n 1—m G=j,Wn',County
B.11,Roman Gastesi .. ..nt,A Z afl—bz]N,d
on-c t fl.gUS
y: y: Date 2020.05.04085759 0400
Roman Gastesi
Title: General counsel & secretary Title: County Administrator
Date: 4/13/2020 Date:
,Ro W NEY
APP Vrr_D
PEOROWMERCADO
ASSIS !IN
Exhibit C Page 6 of 6
DacuSign Envelope ID F799IF3B-9EDC-4FA5-9F7C-4FI998DBI009
SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
41 ESO So'tut ion S, Inc.
(Company)
"...warrants that he/it has not employed, retained or otherwise had act on his/her behalf any
former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any
County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or
violation of this provision the County may, in its discretion, terminate this Agreement without
liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise
recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the
former County officer or employee."
DocuSigned by:
F MWAO"
(,Svnffff&r 7E
Date: 4/13/2020
STATE OF-
COUNTY OF:
Subscribed and sworn to (or affirmed) before me, by means of C1 physical presence or 0 online
notarization, on
(date) by (name of affiant). He/She is
personally known to me or has produced (type of
identification) as identification.
NOTARY PUBLIC
My Commission Expires:
DocuSign Envelope ID F7991F3B-9EDC-4FA5-9F7C-4F1998D81009
DRUG-FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that:
ESO solutions, Inc.
(Name of Business)
1. Publish a statement notifying employees that the unlawful manufacture, distribution,
dispensing, possession, or use of a controlled substance is prohibited in the workplace
and specifying the actions that will be taken against employees for violations of such
prohibition.
2. Inform employees about the dangers of drug abuse in the workplace, the business' policy
of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and
employee assistance programs, and the penalties that may be imposed upon employees
for drug abuse violations.
3. Give each employee engaged in providing the commodities or contractual services that
are under bid a copy aft statement specified in subsection (1).
4. In the statement specified in subsection (1), notify the employees that, as a condition of
working on the commodities or contractual services that are under bid, the employee will
abide by the terms of the statement and will notify the employer of any conviction of, or
pI ea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of
any controlled substance law of the United States or any state, for a violation occurring in
the workplace no later than five (5) days after such conviction.
5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance
or rehabilitation program if such is available in the employee's community, or any
employee who is so convicted.
6. Make a good faith effort to continue to maintain a drug-free workplace through
implementation of this section.
As the person authorized to sign the statement, I certify that this firm complies fully with the above
requirements.
Docuftned by:
( ig 650SM7E
S ;W"
4/13/2020
Date:
STATE OF:
COUNTY OF:
Subscribed and sworn to (or affirmed) before me, by means of 0 physical presence or 0 online
notarization, on (date) by
(name of affiant). He/She is personally known to
me or has produced (type of identification) as
identification.
NOTARY PUBLIC
Docuftn Envelope I . F79giF3B-gEDC-4FA5-9F7C-4F1998D81009
My Commission Expires:
PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on a contract to provide any goods ors is to a public
entity, may not submit a bid on a contract with a public entity fort construction or repair of a
public building or public work, may not submit bids on leases of real property to public entity, may
not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR
under a contract with any public entity, and may not transact business with any public entity in
excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period
of 36 months from the date of being placed on the convicted vendor list."
I have read the above and state that neither ESO Solutions, Inc. (Respondent's name)
nor any Affiliate has been placed on the convicted vendor list within the last 36 months.
rDwuSigned by:
M MALae�
(Si—gnAY6Lr&T—"z
Date: 4/13/2020
STATE OF:
COUNTY OF:
Subscribed and sworn to or affirmed) before me, by means of 0 physical presence or El online
notarization, on (date) by
(name of affiant). He/She is personally known to
me or has produced (type of identification) as
identification.
NOTARY PUBLIC
My Commission Expires:
Co sign Envelope ID F7991 F3B-9EDC-4FA5-9F7C-4F1 998D81009
VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS
Project Description(s): sortware
Respondent Vendor Name: ESO solutions, inc
V
. 36-4S66209 endor FEIN,
Vendor's Authorized Representative Name and Title: Robert Munden Gemeral Counsel & secretary
Address: 11500 Alterra Parkway, Suite 100
City: Austin State: Texas Zip: 78758
Phone Number: 866-766-9471 x 1253
Email Address. robe rt.munden@eso.com
Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or
entering into or renewing a contract for goods or services of any amount if, at the time of contracting or
renewal,the company is on the Scrutinized Companies that Boycott Israel List,created pursuant to Section
215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also
prohibits a company from bidding on,submitting a proposal for,or entering into or renewing a contract for
goods or services of$1,000,000 or more, that are on either the Scrutinized Companies with Activities in
Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists is
were created pursuant to s. 215.473,Florida Statutes,or is engaged in business operations in Cuba or Syria.
As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified
above in the Section entitled "Respondent Vendor Name" is not listed on the Scrutinized Companies that
Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on
either the Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies with Activities
in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria.
I understand that pursuant to Section 287.135, Florida Statutes,the submission of a false certification may
subject company to civil penalties,attorney's fees, and/or costs. I further understand that any contract with
the County may be terminated, at the option of the County, if the company is found to have submitted a
false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a
boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations
in Cuba or Syria.
Certified By: RoDert Munden who is authorized
to sign on behalf of t , RMenced company.
Authorized Signature
Rober", ... ....
Print Name: UWE
Title: General counsel & secretary
Note: The List are available at the following Department of Management Services Site:
http.,,jwww.dms.myfloi-ida.com/business operation s/slate purchasing;vendor nformation/convicted sus
pended discriminatory cony; laints vendor lists
DATE(MM/DDYYY)
A�" /YCERTIFICATE OF LIABILITY INSURANCE 4/15/2020
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
Alliant Insurance Services, Inc. PHONE Risk Management FAX
3600 N Capital of Texas Hwy, Bldg B, Suite 200 A/C No Ext: 512-306-9300 A/c,No):
E-MAustin TX 78746 ADDRESS: SCR-Risk-Management@alliant.com
INSURER(S)AFFORDING COVERAGE NAIC#
INSURERA:Valley Forge Insurance Co 20508
INSURED ESOSOLUTIO INSURER B: Continental Insurance Company 35289
ESO Solutions, Inc.
11500 Alterra Parkway INsuRERc: Steadfast Ins Co 26387
Suite 150 INSURERD:21st Century Insurance Company 10245
Austin TX 78758 INSURERE:
INSURER F:
COVERAGES CERTIFICATE NUMBER:767724711 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS
LTR INSD WVD POLICY NUMBER MM/DD MM/DD
A X COMMERCIAL GENERAL LIABILITY 6083451840 5/1/2019 5/1/2020 EACH OCCURRENCE $1,000,000
X DAMAGE TO RENTED
CLAIMS-MADE � OCCUR PREMISES Ea occurrence $1,000,000
MED EXP(Any one person) $15,000
PERSONAL&ADV INJURY $1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000
POLICY❑ PRO ❑
JECT LOC PRODUCTS-COMP/OP AGG $2,000,000
X
OTHER: $
B AUTOMOBILE LIABILITY 6083451790 5/1/2019 5/1/2020 COMBINED SINGLE LIMIT $1,000,000
X Ea accident
ANY AUTO BODILY INJURY(Per person) $
OWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOS ONLY AUTOS
X HIRED X NON-OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY Per accident
B X UMBRELLA LAB X OCCUR 6083451756 5/1/2019 5/1/2020 EACH OCCURRENCE $10,000,000
EXCESS LAB CLAIMS-MADE AGGREGATE $10,000,000
DED X RETENTION$1 n nnn $
D WORKERS COMPENSATION 71827301 10/1/2019 10/1/2020 X PER OTH-
AND EMPLOYERS'LIABILITY Y/N STATUTEI ER
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000
OFFICE R/M EMBER EXCLUDED? ❑ N/A
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000
C Tech E&O/Cyber EOC 1220647 5/1/2019 5/1/2020 Each Claim 10,000,000
Aggregate 10,000,000
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required)
Errors&Omissions/Cyber: Newly acquired or created entities have coverage only for actual or alleged wrongful acts taking place or events commencing after
such acquisition or creation. IS
By-
A 4/17/2020 ,
CERTIFICATE HOLDER _ELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Monroe County BOCC
490 63rd Street, Ocean, Suite AUTHORIZED REPRESENTATIVE
140 Marathon FL 33050
@ 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD