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3. 12/11/2024 Agreement GVS COURTq c o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: January 3, 2025 TO: Cheri Tamborski Emergency Services Mayor Bruce Halle Fire & Ambulance District 1 Board of Governors FROM: Liz Yongue, Deputy Clerk SUBJECT: December 11, 2024 BOCC Meeting The following item has been executed and added to the record: C17/1-12 Agreement between Monroe County and ESO Solutions, Inc. for EMS Enterprise Software Solutions and Support, in the amount of$63,059.38 for the initial year, retroactive to October 1, 2024. Should you have any questions, please feel free to contact me at(305) 292-3550. cc: County Attorney_ Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 AGREEMENT between MONROE COUNTY,FL and ESO SOLUTIONS,INC. for EMS Enterprise Software Solutions and Support THIS AGREEMENT is made and entered into this I Ith day ofDecembe,;2024,by and by and between Monroe County, a political subdivision of the State of Florida, through its Board of County Commissioners, with principal offices located at 1100 Simonton Street, Key West, FL 33040 (the "County"), the Board of Governors of the Fire and Ambulance District 1 of Monroe County, Florida, a municipal services taxing unit established under Florida law and codified in Section 22-129, Monroe County Code of Ordinances, with a principal address being the same as the County ("BOG"), and ESO Solutions, Inc., a Texas corporation with principal offices located at 11500 Alterra Pkwy, Ste. 100, Austin, TX 78758 (the "Contractor")to provide EMS enterprise software solutions and support as more specifically described in the "Contracted Services and Licensed Software/Subscription Schedule"attached as"Exhibit D." Now therefore, in exchange for good and sufficient consideration,the parties hereby agree to the following terms and conditions: 1) The Contract Documents. This Agreement supersedes and replaces, in all respects, all prior agreements including,but not limited to,the electronically signed agreement in April 2020 and the First Amendment thereto signed in November 2023. This Agreement is the current and effectual understanding of the parties, and the contract documents consist of: this Agreement,the"ESO Subscription Agreement"attached as"Exhibit A,"the"Support Services" attached as "Exhibit B,"the "HIPAA Business Associate Agreement" attached as "Exhibit C," and "Contracted Services and Licensed Software Schedule" attached as "Exhibit D."All exhibits referenced herein are incorporated by reference. In the event of a conflict between the aforementioned documents,this Agreement will control,then"Exhibit D,"then"Exhibit C,"and then"Exhibit B,"and then"Exhibit A," in that order. 2) The Work/Services.The Contractor must perform all work and provide all services to the County required by this Agreement, and as set forth below: a) County agrees to purchase and Contractor agrees to furnish all software and services as indicated in"Exhibit D." b) Contractor must comply with any and all Federal, State, and local laws and regulations now in effect,or hereinafter enacted during the term of this Agreement, which are applicable to the Contractor, its employees, agents or subcontractors, if any, with respect to the work and services described herein. Contractor shall maintain throughout the term of this Agreement, appropriate licenses. 3) Contract Amount. Contractor will perform contract requirements with pricing as listed in "Exhibit D" and invoicing via Contractor order(s) are allowable hereunder so long as they are acceptable to the Monroe County Office of Clerk and Comptroller (County Clerk). Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws, rules and regulations as may govern the disbursal of funds by the County Clerk. To the extent that any renewal hereof exceeds the total value of$100,000, prior written approval of the Board of County Commissioners shall be obtained. As used herein, the total value of renewal(s)is calculated by adding the value of each renewal or amendment Page 1 of 13 after the Board of County Commissioners' most recent approval. County is exempt from payment of Florida State Sales and Use taxes. 4) Agreement Subject to Funding. The County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn,this Agreement is terminated,and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. 5) Contract Term. The initial contract period is foi•two (2) years commencing on October 1, 2024 (retroactively effective), with the option to renew for two (2), mutually agreed upon, two (2)-year extensions (renewals). An extension or renewal may be accomplished by written consent of all parties subject to Section 3, "Contract Amount,"herein. Annual invoices must be consistent with the pricing provided herein, and in accordance with any annual increase expressly authorized in the exhibits. All renewals are subject to the same terms and conditions as provided herein. Additional services and products above and beyond what is authorized in the exhibits may only be purchased through a duly executed amendment to this Agreement. 6) Contract Extension Beyond the Term.In the event services are scheduled to end because of the expiration of this contract, and the Contractor must continue the service upon the request of the County's Contract Administrator on an emergency or continuity of services basis, an administrative extension period may be exercised and will not extend for more than ninety (90) days beyond the expiration date of the existing contract. The Contractor will be compensated for the service at the prorated rate(s) in effect when the County invokes this extension clause. 7) Independent Contractor. This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the County's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. The Contractor will retain sole and absolute discretion in the judgment of the manner and means of carrying out Contractor's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement will be those of Contractor, which policies of Contractor will not conflict with County, State,or United States policies,rules or regulations relating to the use of Contractor's funds provided for herein. The Contractor agrees that it is a separate and independent enterprise from the County,that it had frill opportunity to find other business,that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement must not be construed as creating any joint employment relationship between the Contractor and the County and the County will not be liable for any obligation incurred by Contractor,including but not limited to unpaid minimum wages and/or overtime premiums. 8) Assignment and Subcontracting. Contractor and County must not transfer or assign the performance required by this Agreement without the prior written consent of the other party. Page 2 of 13 9) Termination a) Termination for Cause and Remedies: In the event that Contractor is found to be negligent in any aspect of service or Contractor is in breach of any contract terms, the County retains the right to terminate this Agreement. The County reserves all rights available to it for monies paid under this Agreement, without limitation thereby, and reserves the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. b) Termination for Convenience: The County may terminate this Agreement for convenience, at any time, upon ninety (90) days' written notice to Contractor provided that in no event shall Contractor provide County a refund for pre-paid Fees in the event of a Termination under this section. 10) Insurance Requirements. Contractor shall obtain and maintain at its own expense the insurance coverages listed within this paragraph prior to commencing service under this Agreement, and maintain such coverage throughout the term of the Agreement. All insurance requirements provided for in this Agreement shall be subject to annual review. Depending on the extent of contractual obligations incurred by the Contractor, the below insurances will be required. Insurances can be altered via written waiver by County's Risk Manager, if required. If the insurance policies originally purchased that meet the requirements are canceled, terminated, or reduced in coverage, then the Contractor must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the Monroe County Risk Department whenever acquired, amended, and annually during the term of this Agreement. Prior to execution of this Agreement, Contractor shall furnish the County Certificates of Insurance indicating the minimum coverage limitations in the following amounts: a) WORKERS COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE. Where applicable, coverage to apply for all employees at the minimum statutory limits as required by Florida Law, and Employee's Liability coverage in the amount of$1,000,000.00 bodily injury by accident,$1,000,000.00 bodily injury by disease,policy limits,and$1,000,000.00 bodily injury by disease, each employee. b) COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no-fault coverage, with limits of liability of not less than $1,000,000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. If single limits are provided, the minimum acceptable limits are $500,000.00 per person, $1,000,000.00 per occurrence, and $100,000.00 property damage. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles. c) COMMERCIAL GENERAL LIABILITY. Commercial general liability coverage with limits of liability of not less than $1,000,000.00 per occurrence combined single limit,and not less than$2,000,000.00 in the aggregate,for Bodily Injury Liability and Property Damage Liability. Such coverage must include, as a minimum: Premises Operations, Products and Completed Operations, Blanket Contractual Liability,and Personal Injury Liability.An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve(12)months following the termination of this agreement. d) CYBER LIABILITY. Contractor must carry Cyber Liability Insurance with Page 3 of 13 i I limits not less than $2,000,000 per claim, $3,000,000 in the aggregate, and such coverage is required for the benefit of the County throughout the term of this Agreement. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken the Contractor pursuant to this Agreement, and shall include, but not be limited to, information theft, damage to or destruction of electronic information, release of private information, liability of third parties for failure to handle, manage, store, and control personal identifiable information, alteration of electronic information, extortion, network security, legal fees, judgements, settlements, forensic experts and public relations efforts. The policy shall provide coverage for regulatory fines and penalties as well as credit monitoring expenses. e) CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the County at the time of execution of this Agreement and certified copies provided if requested. Each policy certificate shall be endorsed with a E provision that not less than thirty (30) calendar days' written notice shall be provided to the County before any policy or coverage is canceled or restricted.The underwriter of such insurance shall be qualified to do business in the State of i Florida. If requested by the County Administrator, the insurance coverage shall be primary insurance with respect to the County, its officials, employees, agents, and volunteers. Failure of Contractor to comply with the insurance requirements of this section shall be cause for immediate termination of this Agreement. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, 1100 SIMONTON STREET, KEY WEST, FLORIDA 33040, MUST BE NAMED AS ADDITIONAL INSURED AND CERTIFICATE HOLDER ONALL POLICIES EXCEPT WORKER'S COMPENSATION. In the event that the Contractor is authorized by County to assign work hereunder to subcontractors,the Contractor specifically agrees to identify the County as an additional insured on all insurance policies pursuant to said subcontract(s) as same are required by the County here. 11) Indemnification &Hold Harmless I a) This section shall be governed by Section I 1 of"Exhibit A." j b) Nothing contained herein is intended, nor may it be construed,to waive County's rights and immunities under the common law or Section 768.28, Florida Statutes, j as amended from time to time; nor will anything included herein be construed as consent to be sued by any third parties in any matter arising out of this Agreement. To the extent considered necessary by the County,any sums due Contractor under this Agreement may be retained by the County until all of the County's claims subject to this indemnification obligation have been settled or otherwise resolved, and any amount withheld is not subject to payment of interest by the County. Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. 12) Data Management;Data Security Standards.Contractor must agree to comply with the County's written demands regarding reasonable cooperation(and any applicable financial responsibilities) for timely data breach incident reporting, response activities/fact- gathering, public and other governmental agency notification requirements, severity level assessment, and after-action reporting, consistent with Sections 282.3185(5) & (6), and 501.171, Fla. Stats., as amended from time to time. And specifically in the context of data Page 4 of 13 breaches that involve Protected Health Information pursuant to Health Insurance Portability and Accountability Act (HIPAA), Contractor must comply with all requirements of the Health Information Technology for Economic and Clinical Health Act (HITECH); Section 105 of Title I of the Genetic Information Nondiscrimination Act of 2008 (GINA); and 45 C.F.R. Parts 160, 162 and 164 and Final Omnibus Rule eff. March 26, 2013). 13) Trade Secrets. Documents submitted by Contractor which constitute trade secrets as defined in Sections 812.081 and 688.002,Florida Statutes, as amended from time to time, and which are clearly marked or stamped as confidential by the Contractor at the time of submission to the County,will not be subject to public access.However,should a requestor of public records challenge Contractor's interpretation of the term "trade secrets" within five (5) calendar days of notice of such challenge, Contractor must provide a separate written affidavit that includes an indemnification and release guarantee,as approved by the County Attorney or designee, to the County to support its claim that the alleged trade secret(s)actually constitutes same as defined by law.Contractor must demonstrate the need for confidentiality of the documentation by showing a business advantage or an opportunity to obtain an advantage if the documentation was released. Otherwise, Contractor is required to timely seek a protective order in the Circuit Court of the Sixteenth Judicial Circuit in and for Monroe County to prevent the County's release of the requested records. 14) Discriminatory Vendor List. Contractor hereby acknowledges its continuous duty to disclose to the County if the Contractor or any of its affiliates, as defined by Section 287.134(1)(a),Florida Statutes, are placed on the Discriminatory Vendor List. Pursuant to Section 287.134(2)(a),Florida Statutes: "An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid,proposal,or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work;may not submit bids,proposals,or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor,supplier,subcontractor,or consultant under a contract with any public entity; and may not transact business with any public entity." 15) Prohibition on Conflict of Interest, Gratuities, Kickbacks, and Collusion. The statements contained in this paragraph are true and correct, and made with the full knowledge that Monroe County relies upon the truth of the statements contained herein in awarding the contract for this Project. a) Conflict of Interest. Contractor covenants that it presently has no interest and will not acquire any interest that would conflict in any manner or degree with the performance of services required. Each party hereto covenants that there is no conflict of interest or any other prohibited relationship between the County and itself. b) Gratuities. Contractor hereby certifies that it has not offered,given, or agreed to give any Monroe County employee a gratuity, favor, or anything of monetary value in connection with any decision, approval, disapproval, recommendation, preparation of any part of the Project or award of this contract. c) Kickbacks. Contractor certifies that it has not given payment, gratuity, or offer of employment to be made by or on behalf of a Sub-contractor under a contract to Contractor or higher tier sub-contractor or any person associated therewith, as an inducement of the award of a subcontract or order. d) Non-Collusion Statement. By signing this Agreement, Contractor certifies under penalty of perjury that the price proposed by Contractor was arrived at independently Page 5 of 13 without collusion, consultation, or communication for the put-pose of restricting competition;and no attempt has been made to induce another person or entity to submit a proposal,or not Submit,for the purpose of restricting competition in the award of this Project. c) Contract Clause. The prohibitions on ounflio1 of interest, gratuities, kickbacks, and collusion prescribed in this paragraph Must be conspicuously set forth in every contract and auhoouhao1 and ao|iodu|inn initiated by Contractor in its performance of this Agreement. 16) 8tk|oa Clause pursuant to Monroe County Ordinance No. 010-1990, By signing this Agreement,the Contractor warrants that ho/obe/iibaa not employed, retained of'otherwise had act on his/her/its behalf any former County officer or employee in violation of Section 2-149,Mun,oe County Code uf Ordinances,or any County officer or employee inviolation of Section 3-l50, Monroe County Code ufOrdinances. For breach or violation ofthis provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deductfiom the /\g,eomnn\ 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 pursuant to Dubscuhon2-|52(b), Monroe County Code ofOrdinances. 17) f'xonopt Disclosure of 3~blgadux, Investigations, Arbitration, or Administrative Proceedings.Throughout the terin of this Agreement,the Contractor has a continuing duty to promptly disclose to the County, in writing, upon occurrence, all civil or criminal litigation, iuveehAu1iooa, arbitration, or administrative proceedings relating to or affecting Contractor's ability to perform under this Agreement. If the czio|euue of such ouooca the County concern that the Contractor's ability or willingness {o perform the Agreement ia jeopardized, the Conti-actor may be required to provide the County with reasonable assurances to demonstrate its ability to perform as required hereunder, and that its ernployees/agents have not or will not engage in conduct similar in nature to the conduct alleged in such proceeding. 10) Notice. All written correspondence to the County ohn|| he dated and signed by an authorized representative of the Contractor. Any written nodooe or correspondence required or contemplated under this Agreement shall be sent by U.S.Mail, certified,return receipt requested, postage pre-paid, or by courier with proof ofdelivery.Notice is deemed received by Contractor when hand delivered by national COUrier with proof of delivery or by U.S.Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. Notice shall be sent to the following persons: FOR COUNTY: FOR CONTRACTOR: County Administrator ConouctaDopadmzn( Monroe County 2803 Manor Road, ||00 Simonton Street, lloom2-2O5 Austin, Texas 7D722 ||00 Simonton Street, Room 2-2U5 2nnoi|: Key West, PL33O40 And (with copy to) Monroe County /\Uuzney`aOffice |lll |2(h Street, Suite 4O8 Key West, FL3304U 19) Choice of Law and Venue. The parties hereby agree that the only laws that apply(othis Agreement are those of the State of Florida and United States of America. The podice Page 6ofl3 waive the privilege of venue and agree that all litigation between them in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County, Florida,and that all litigation between them in the federal courts will take place exclusively in the United States District Court in and for the Southern District of Florida, or United States Bankruptcy Court for the Southern District of Florida,whenever applicable. 20) WAIVER OF JURY TRIAL& MANDATORY PRE-SUIT MEDIATION BY ENTERING INTO THIS CONTRACT, EACH OF CONTRACTOR AND THE COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EACH MAY HAVE TO A TRIAL BY JURY RELATED TO THIS CONTRACT. IF A PARTY FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING OUT OF THIS CONTRACT AFTER WRITTEN NOTICE BY THE OTHER PARTY OF VIOLATION OF THIS SECTION, THE PARTY MAKING THE REQUEST FOR JURY TRIAL WILL BE LIABLE FOR THE REASONABLE ATTORNEY'S FEES AND COSTS OF THE OTHER PARTY CONTESTING THE REQUEST FOR JURY TRIAL, AND SUCH AMOUNTS MUST BE AWARDED BY THE COURT IN ADJUDICATING THE MOTION. THE COUNTY AND CONTRACTOR AGREE THAT, IN THE EVENT OF CONFLICTING INTERPRETATIONS OF THE TERMS OR A TERM OF THIS AGREEMENT BY OR BETWEEN ANY OF THEM THE ISSUE SHALL BE SUBMITTED TO MEDIATION PRIOR TO THE INSTITUTION OF ANY OTHER ADMINISTRATIVE OR LEGAL PROCEEDING. MEDIATION PROCEEDINGS INITIATED AND CONDUCTED PURSUANT TO THIS 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. 21) Attorney's Fees and Costs. County and Contractor 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 of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, at all levels of the court system, including in appellate proceedings. 22) Public Records. County is a public agency subject to Chapter 119, Florida Statutes, as amended from time to time. To the extent Contractor is a Contractor acting on behalf of the County pursuant to Section 119.0701, Florida Statutes, as amended from time to time, Contractor must comply with all public records laws in accordance with Chapter 119, Florida Statutes. In accordance with state law, Contractor agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the County in order to perform the services. b) Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the costs provided in Chapter 119, Florida Statutes, or as otherwise provided by law. c) Ensure that public records that are exempt,or confidential and exempt,from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the County. d) Upon completion of the services within this Agreement, at no cost, either transfer to the County all public records in possession of the Contractor or keep and Page 7 of 13 maintain public records required by the County to perform the services. If the Cuo1ruooc tomafezy all public records to the County upon completion of the services,the Contractor must destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If tile Contractor keeps and maintains public records upon completion of the oen/i000, the Contractor must meet all applicable requirements for retaining public records. All records stored c|oo1roniva||y must he provided to the County, upon request from the County`u custodian of public records, in o format that is compatible with the information technology systems of the County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNTY,S CUSTODIAN OF PUBLIC RECORDS AT PHONE NO, 305-292-34709 , C/O MONROE COUNTY A1[TORNEY9S OFFICE, 1111 12TH STREET, SUITE 408, KEY WEST, FL 33040. If Contractor does not comply with this section, the County will enforce the Agreement provisions in accordance bcre*i1b and may unilaterally oonuu\ this &greoruout in accordance with state law. 23) Uncontrollable Circumstances(^FurmoM8ajooro') /\s used herein,"Force M 'eore"meuuy[hnocconeooeufonyevcrtthatprcvcnt000de|uye the porfbrmance by either party of its obligations hereunder p/bioh are beyond the reasonable control of the non-performing party. Examples nf"Force M 'euro" include,but are not limited to, ooty of God, natural disasters, or emergency governmental action. To invoke this paragraph, immediate written notice, consistent with the "Nohuc" provisions of this Agreement,must be sent by the non-performing party describing the circumstances Constituting force m 'curo and proof that the non-performance or delay of performance is o direct and reasonable result of such ovcut(m). Any claim for extension of time by Contractor Pursuant twthis paragraph will be made not more than Seventy-two (72) hours after the commencement of the delay. Otherwise, it shall bewaived. The Conti-actor shall immediately report the termination of the cause for the delay within seventy-two(72)hours uDcr ouub termination. The County reserves its right to obaUeuQo the invocation by the Contractor within five(5)calendar days of receipt of said notice,in such case uninterrupted performance ln required. However, inthe event the invocation ia accepted by the County, the Contractor Must take all reasonable measures to mitigate any and all resulting damages, ouo|o, delays, or disruptions to the Contractor's performance requirements under this Agreement. All obligations must resume when the circumstances of such ovuo1(a) have subsided, or other arrangements are mode pursuant to a written amendment to this Agreement. 24) Public X%odty Crin000 Stutmnumut Pursuant to Sec|ioo287.l33(2)(u), Florida Statutes, as amended from time to time, Contractor hereby oodifiou that neither it nor its affiliate(s) have been placed on the convicted vendor list following a conviction for opublic entity crime. If placed on that list, Contractor agrees: to ionnundiu|n|y notify \be County and is prohibited from providing any goods or services toa public entity; k may not submit abid on a contract with a public entity for the construction or repair of a public building or public Pago 8 o[13 work; it may not submit bids on leases of real property to a public entity; it may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and, it may not transact business with any public entity in excess of the threshold amount provided in Section 287.017,Florida Statutes,for Category TWO($35,000), as may be amended, for a period of thirty-six(36) months from the date of being placed on the convicted vendor list. 25) Foreign Gifts and Contracts.The Contractor must comply with any applicable disclosure requirements in Section 286.101, Florida Statutes. Pursuant to Section 286.101(7)(b), Florida Statutes:"In addition to any fine assessed under[§286.101(7)(a),Florida Statutes], a final order determining a third or subsequent violation by an entity other than a state agency or political subdivision must automatically disqualify the entity from eligibility for any grant or contract funded by a state agency or any political subdivision until such ineligibility is lifted by the Administration Commission [Governor and Cabinet per §14.202, Florida Statutes] for good cause." 26) Scrutinized Companies and Countries of Concern per Sections 287.135, 215.473, & 287.138, Florida Statutes. Contractor hereby certifies that it: a) has not been placed on the Scrutinized Companies that Boycott Israel List, nor is engaged in a boycott of Israel; b)has not been placed on the Scrutinized Companies with Activities in Sudan List nor the Scrutinized Companies with Activities in the Iran Terrorism Sectors List(formerly the Iran Petroleum Energy Sector List);and c)has not been engaged in business operations in Cuba or Syria. If County determines that Contractor has falsely certified facts under this paragraph,or if Contractor is found to have been placed on a list created pursuant to Section 215.473, Florida Statutes, as amended, or is engaged in a boycott of Israel after the execution of this Agreement, County will have all rights and remedies to terminate this Agreement consistent with Section 287.135, Florida Statutes, as amended. The County reserves all rights to waive certain requirements of this paragraph on a case-by-case exception basis pursuant to Section 287.135, Florida Statutes, as amended. Beginning January 1, 2024, the County must not enter into a contract that grants access to an individual's personal identifying information to any Foreign Country of Concern such as: People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea,the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor,under penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs (2)(a)-(c)of Section 287.138, Florida Statutes, as may be amended. Beginning January 1, 2025, the County must not extend or renew any contract that grants access to an individual's personal identifying information unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor,under penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs (2)(a)-(c) of Section 287.138, Florida Statutes, as may be amended. Violations of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida. ESO Solutions, Inc. is not owned by the government of a Foreign Country of Concern, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a Foreign Country of Concern does not have a Controlling Interest in the entity. Under penalties of perjury, I declare that I have read the foregoing statement and that the Page 9 of 13 facts stated in it are true. Printed Name: i, Title: C_) Signature: Date: 27) Noncoercive Conduct for Labor or Services.As a no governmental entity submitting a proposal, executing, renewing, or extending a contract with a government entity, Contractor is required to provide an affidavit under penalty of perjury attesting that Conti-actor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As an authorized representative of Contractor, I certify under penalties of perjury that Conti-actor does not use coercion for labor or services as prohibited by Section 787.06.Additionally,Contractor has reviewed Section 787.06,Florida Statutes,and agrees to abide by same. 28) Nondiscrimination.The Conti-actor and County 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 of the court order. Contractor agrees 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 of the Civil Rights Act of 1964(PL 88-352)which prohibits discrimination in employment on the basis of race, color, religion, sex or national origin; 2) Title IX of the Education Amendment of 1972, as amended(20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex;3)Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of disability; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 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 abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse,or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) The Pregnant Workers Fairness Act(PWFA) pursuant to 42 U.S.C. 2000gg et seq.;and 12)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to,or the subject matter of,this Agreement. 29) E-Verify Requirements. Effective January 1, 2021, public and private employers, contractors and subcontractors must require registration with, and use of the E-verify system in order to verify the work authorization status of all newly hired employees. Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: Page 10 of 13 a) All persons employed by Contractor to perform employment duties within Florida during the term of the contract; and b) All persons (including subvendors/subconsultants/subcontractors) assigned by Contractor to perform work pursuant to the contract with the County. The Contractor acknowledges and agrees that use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the County. By entering into this Agreement, the Contractor becomes obligated to comply with the provisions of Section 448.095, Florida Statutes, "Employment Eligibility," as amended from time to time. This includes,but is not limited to,utilization of the E-Verify System to verify the work authorization status of all newly hired employees, and requiring all subcontractors to provide an affidavit to Contractor attesting that the subcontractor does not employ,contract with,or subcontract with,an unauthorized alien. Contractor agrees to maintain a copy of such affidavit for the duration of this Agreement. Failure to comply with this paragraph will result in the termination of this Agreement as provided in Section 448.095, Florida Statutes, as amended, and Contractor may not be awarded a public contract for at least one (1) year after the date on which the Agreement was terminated. Contractor will also be liable for any additional costs to County incurred as a result of the termination of this Agreement in accordance with this Section. Upon executing this Agreement, Contractor will provide proof of enrollment in E-verify to the County. 30) Prohibited Telecommunications Equipment. Contractor represents and certifies that it and its applicable subcontractors do not and will not use any equipment,system,or service that uses covered telecommunications equipment or services as a substantial or essential component of any system,or as critical technology as part of any system,as such terms are used in 48 CFR§§52.204-24 through 52.204-26.By executing this Agreement,Contractor represents and certifies that Contractor and its applicable subcontractors must not provide or use such covered telecommunications equipment, system, or services for any scope of work performed for the County for the entire duration of this Agreement. If Contractor is notified of any use or provisions of such covered telecommunications equipment, system, or services by a subcontractor at any tier or by any other source,Contractor must promptly report the information in 40 CFR § 52.204-25(d)(2)to County. 31) Antitrust'Violations; Denial or Revocation under Section 287.137, Florida Statutes. Pursuant to Section 287.137,Florida Statutes, as may be amended, a person or an affiliate who has been placed on the antitrust violator vendor list (electronically published and updated quarterly by the State of Florida)following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply for any new contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply for a new contract with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on new leases of real property to a public entity;may not be awarded or perform work as a contractor,supplier,subcontractor, or consultant under a new contract with a public entity;and may not transact new business with a public entity. By entering this Agreement, Contractor certifies neither it nor its affiliate(s) are on the antitrust violator vendor list at the time of entering this Agreement. False certification under this paragraph or being subsequently added to that list will result in termination of this Agreement, at the option of the County consistent with Section 287.137, Florida Statutes,as amended. 32) Merger; Amendment; Interpretation; Joint Preparation. This Agreement constitutes the entire Agreement•between the Contractor and the County, and negotiations and oral a Page 11 of 13 understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and authorized designees of the County. The titles and headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement.It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and accordingly the rule that a contract will be interpreted strictly against the party preparing same does not apply herein due to the joint contributions of both parties. 33) Severability; Waiver of Provisions. Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction will,as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non-enforcement of any provision by either party will not constitute a waiver of that provision nor will it affect the enforceability of that provision or of the remainder of this Agreement. 34) Signatory Authority; Counterparts and Multiple Originals. Upon request, the Contractor must provide the County with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. This Agreement may be executed in multiple originals, and may be executed in counterparts, each of which is hereby deemed to be an original, but all of which, taken together, constitutes one and the same agreement. IN WITNESS WHEREOF, County and BOG, signing through their respective authorized representatives, and Contractor, through its authorized representative, have made formed this Agreement that is retroactive to October 1,2024. CONTRACTOR: ESO SOLUTIONS,INC. By: Sign ture Print Name&Tit e STATE OF COUNTY ON...., I,4, =— g before me by p yT eforegoingrese e or❑onl instrument was sworn to attJrJnn acknowledged 20 � � ,by.., i e notarization this y°da of means, h sicl as ; . AutholJt Tale] of ESO Solutions,Inc., yuaa° produced t soe of d ntt a Texas cor oration. He/She 1 kno �t P (type ��a ono me) of e tfi �ti )_ ��' �1 41 ri c � N / S`i ature of Not ry"Publi -/° (Print& 'tamp Commissione � Public) SADIE R0l3B1J:':, Notary Public,State o r s Comm.Expires00-22.202b 12451.3'l'ZO�r Page 12 of 13 "` AGREEMENT between MONROE COUNTY,FL and ESO SOLUTIONS,INC. for EMS Enterprise Software Solutions and Support BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY,FLORIDA: IF 44 „.. • - . ' 1 liii: 0 i' Ma 40 ames K. Schol . ' BOARD OF GOVERNORS,FIRE AND AMBULANCEBy DISTRICT 1, MONROECOUNTY,FLORIDA: Chairperson ''''',17•((Sea I)70 ,'''., +1' ...,•;-/' - ---.-r. . N,':',:•:;:-,1,, ,,,.--.:;i',-,:'•''I'A\ „):,',,r,-:;\,:\N:AA ,E,....il Att6teKe*Madok,Clerk g:4 141,114W -k%..Zgagan, Ztt. ::;;;;;/:„•, As Deputy leek ''''.'''',;S:-:•,':'''"-- .,-..fc'::,,,,,,,,-- . `-',,,--,-:::,.:;:7,,.:.•,,.„0:•!:,,,,,, • Approved as to legal form &sufficiency: Eve IVI. Lewi$.D'aileiTls,i19.,7.0d9b;::::.01-70.1c. Eve M. Lewis,Assistant County Attorney r.,,,,): --"" Lri 1--- _ „.... :13 C—,,,,, P1 ialikow '' ') CA> C) 7C-:77. --.<---, s,., ,, --ri .,;• CD r-- CA TJCI -.> '4-4 • , Page 13 of 13 "EXHIBIT A" ESO SUBSCRIPTION AGREEMENT This ESO Subscription Agreement is entered into as of the date indicated on the duly executed Master Agreement ("Effective Date"),by and between ESO Solutions,Inc., a Texas corporation having its principal place of business at 11500 Alterra Parkway,Suite 100 Austin,TX 78758, including its controlled subsidiaries,(collectively, "ESO")and Customer(or the governing or controlling authority thereof), as indicated on the Quote or other ordering document. . The Master Agreement consists of this"Exhibit A"(the"General Terms&Conditions")below, "Exhibit B"("Support Services"), "Exhibit C"(the"Business Associate Agreement"), and"Exhibit D"(the"Contracted Services and Licensed Software/Subscription Schedule"that summarizes existing Orders(as defined below))executed by the parties. The parties have agreed that ESO will provide Customer certain technology products and/or services and that Customer will pay ESO certain fees.Therefore, in consideration of the covenants,agreements and promises set forth below,and for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the parties, intending to be legally bound, hereby agree as follows. GENERAL TERMS AND CONDITIONS 1. DEFINITIONS.Capitalized terms not otherwise defined in this Agreement have the meanings below: "Add-On Software"means any complementary software components or reporting service(s)that ESO makes available to customer through its Software. "Customer Data"means information,data and other content in electronic form that is submitted,posted,or otherwise transmitted by or on behalf of Customer through the Software. "De-identified Data"means Customer Data which(i)if PHI, has been deidentified in accordance with HIPAA, or(ii)if not PHI, which has had all personally identifiable information removed, as well as the names and addresses of Customer and any of its Users and/or Customer's clients, and in each case as a consequence is neither PHI nor identifiable to or by Customer. "Deliverable"means software, report, or other work product created pursuant to a Statement of Work. "Documentation"means the Software's user guides and operating manuals. "Feedback"refers to any suggestion or idea for improving or otherwise modifying ESO's products or services. "Integrated Service"means a third-party hardware, software, service,website, or data that is integrated with (or interoperates)with a Service. Nonexclusive examples of Integrated Services include computer-aided dispatch(CAD),cardiac monitors and billing software. "Intellectual Property'means trade secrets,copyrightable subject matter,patents and patent applications, and other proprietary information,activities, and any ideas,concepts, innovations, inventions and designs. "Licensed Software"means the executable, object code version of software that ESO provides to Customer for its use and installation on Customer's own equipment. For the avoidance of doubt, Licensed Software does not include Add-on Software or SaaS. "New Version"means any new version of Licensed Software(excluding SaaS Software)that ESO may from time to time introduce and market generally as a distinct licensed product,as may be indicated by ESO's designation of a new version number,brand or product. "Order"means a document addressing the order of a specific set of products or services which is executed by authorized representatives of each party.An Order may be(a)an ESO sales form or"Quote", (b)a Statement of Work,or(c)an addendum or other writing which is attached or which the parties intend to be incorporated by reference into this Agreement. For the avoidance of doubt, unilateral purchase orders and other similar documents do not constitute an Ordering Document. "Outage"means Customer is unable to access SaaS,or such access is materially delayed,impaired or disrupted, in each case as caused or controlled by ESO. "Professional Services"means professional services provided by ESO under a Statement of Work. "Protected Health Information"or"PHP'has the meaning set forth in HIPAA.All references herein to PHI shall be construed to include electronic PHI,or ePHI,as that term is defined by HIPAA. "Reporting Services"means, collectively,the different tools or features in the Software allowing Customer to generate compilations of data, including but not limited to ad-hoc reports,analytics,benchmarking or any other reporting tool provided through the Software. "SaaS"means software-as-a-service that ESO hosts(directly or indirectly)for Customer's use on a periodic subscription basis. For the avoidance of doubt,SaaS does not include Licensed Software. CONFIDENTIAL ESO ESA v23042511 "Scheduled Downtime"means periods when ESO intentionally interrupts SaaS to perform system maintenance or otherwise correct service errors during non-peak hours(except for critical circumstances),typically between midnight and 6 a.m. Central Time on a fortnightly basis. "Software"means any ESO computer program, programming or modules specified in the Agreement or any Order. For the avoidance of doubt,Add-on Software, SaaS,and Licensed Software are collectively referred to as Software. "Support Services"means those services described in Exhibit 8. "Third-Party Data"means data not owned by ESO but which is(or access to which is)provided by ESO under an Order(such as fire codes orAAAMA|8codoa). "Third-Party Service"means a service not provided by ESO but which is made available by ESO in connection with its Software under anOrder. "Third-Party Software"means software not owned by ESO but which is(or access to which is)provided by ESO under an or Order. "Use Restrictions"means the restrictions imposed on Customer's use of Software as described in Section 3.3. "User"means any individual who uses the Software on Customer's behalf through Customer's account or passwords. ^ 3. SOFTWARE ORDERS. During the Term, Customer may order Software from ESO by signing an appropriate Order. Customer's license to Licensed Software and its subscription to GauG are set forth below. Each such Order is incorporated herein by m(omnme. 3. L|CENGEXSUBGCR|PT|ONTOSOFTWARE 3.1. For SaaS, during the Term Customer may access and use the SaaS and Reporting Services,with the access and volume limitations set forth on the applicable Order, subject to Customer's compliance with the Use Restrictions and other limitations contained in this Agreement. 32 For Licensed Software,during the Term ESO hereby grants Customer a limited, non- exclusive, non-transferable, non-assignable, non-sublicensable, revocable license to copy and use the Licensed Software, in such quantities as are set forth on the applicable Order and as necessary for Customer's internal business purposes, in each case subject to Customer's compliance with the Use Restrictions and other limitations and obligations contained in this Agreement. 33. Use Restrictions. ExceptaopmvidodinthioAgmementoraoothewvieeauthoriz*dbyEGO.Cuetomorhaunoright0o.andohe|| not: (a)decompile, reverse engineer,disassemble,print,copy or display the Software or otherwise reduce the Software to a human-perceivable form in whole or in part;(b)publish, release, rent,lease, loan,sell,distribute or transfer the Software to another person or entity; (c)reproduce the Software for the use or benefit of anyone other than Customer; (d)alter,modify or create derivative works based upon the Software either in whole or in part;or(e)use or permit the use of the Software for commoncia|Umo~ohahngarrengemontsorpmvdingoonioobumeu.dahspmcesuing. mm\a|.orothoraorvi0000oonythirdpady (including any affiliate not specifically listed in the applicable Order). 3.4. Ownership. The rights granted under the provisions of this Agreement dn not constitute a sale of the Software. ESO retains all right,title, and interest in and to the Software, including without limitation all software used to provide the Software and all graphics, user interfaces, logos and trademarks reproduced through the Software, and Feedback,except to the limited extent set forth in this Agreement.This Agreement does not grant Customer any intellectual property rights in the Software or any of its components,except to the limited extent that this Agreement specifically sets forth Customer's rights to access, use,or copy the Software during the Term. Customer acknowledges that the Software and its components are protected by copyright and other laws. 3.5. Services.This Section 3.5 applies to Third-Party Software and Services offered by ESO. Refer to the product table following the Agreement for applicability, 3.51. EGO neither accepts liability for, nor warrants the functionality, utility,availability, reliability or accuracy of,Third-Party Software orThind'Party Gomicaa. The Third-Party Software^EMS1 Academy"and/or^FimRoonuo1 Academy"and/or^EMS1 & FireRescuel Academy—Implementation and Configuration"and/or"Learning Management System"and/or"EVALS Implementation"(collectively,^Eduoetion^)ia offered by EGO in collaboration with Loxipo|.f/k/a The Praetorian Group. If Customer subscribes to Education, Customer acknowledges and agrees to the terms and conditions of the Praetorian license agreement, located at which oheUoupomodothis Agmomontuo�applies tu Customer's use of Education and any Customer Data stored therein. 3.52. . If Customer(as indicated on an Order)elects to license Third-Party Data(e.g.,fire codes),then subject to the terms hereof, ESO hereby grants Customer a non-exclusive, non-sublicensable,and non-transferable license during the Term to use such Third-Party Data via the Software solely for Customer's internal purposes. Customer will not(i)allow greater access than that set forth in the applicable Order, (ii)disclose, release,distribute,or deliver Third-Party Data,or any portion thereof,to any third party(iii)copy,modify,or create derivative works of Third-Party Data,(iv)rent,lease,lend,sell, sublicense,assign,distribute,publish,transfer, or otherwise make available Third-Party Data, (v)attempt to output in any form more than 10%of the Third-Party Data or otherwise circumvent the usage limitations included in the Software,(vi)remove any proprietary notices included within Third-Party Data or Software,or(vii)use Third-Party Data in any manner or for any purpose that infringes or otherwise violates any proprietary right of a person,or that violates applicable law. ESO does not warrant the functionality, reliability,accuracy,completeness or utility of,Third-Party Data,or accept any liability therefor. Additional terms and limitations applicable to Third-Party Data may be provided on the applicable Order. 3.6. Integrated Services. Customer is responsible for securing the right for ESO to receive,transmit,process,display,and store all data("Integrated Data")from and to any Integrated Service to the extent required for ESO to perform its obligations and exercise its rights under this Agreement. ESO's obligation to support Integrated Services is contingent upon Customer securing such rights. Customer's failure to secure such rights does not terminate or suspend Customer's obligation to pay Fees.Customer bears(and shall hold ESO harmless from)all risks associated with access to and use of Integrated Services and Integrated Data.Any Integrated Data made accessible by ESO in or through the Integrated Service is provided on an"as-is"and"as available"basis without any warranty of any kind.Customer acknowledges that ESO is not responsible for and under no obligation to control,monitor or correct Integrated Data;provided,however, ESO reserves the right to take remedial action if any such data violates applicable law or this Agreement, including without limitation and after prompt notice to Customer,the removal of, or disablement of access to, such data and the Integrated Service.Customer acknowledges that ESO's ability to deliver each Service is contingent upon Customer or User's compliance with this Agreement and any applicable third party's terms of use.Accordingly,if ESO's performance under this Agreement is prevented or delayed by any act or omission of Customer or its agents,subcontractors,or third party vendors(other than ESO)("Customer Delay"), ESO shall not be deemed in breach of its obligations under this Agreement or otherwise be liable for any costs or losses of Customer(in each case, to the extent arising directly or indirectly from Customer Delay). 3.7. Third Party APIs.Customer acknowledges that:(i)the nature,type,quality and availability of Integrated Data and Integrated Services may change at any time during the Term,and(ii)features of the Integrated Service that integrate or interoperate with third parties and Integrated Data depend on the continuing availability of such third parties'respective application programming interfaces("APIs")for use with the Integrated Service. ESO may update,change or modify the Integrated Services under this Agreement because of a change in,or unavailability of,such Integrated Data or APIs. If any third-party ceases to make its Integrated Data or APIs available on reasonable terms for the Integrated Services, as determined by ESO in its sole discretion, ESO may cease providing access to or support for the affected Integrated Data or Integrated Service without any liability to Customer, provided that prompt notice to Customer is given and existing public records are preserved by ESO.Any changes to Integrated Data or APIs, including their availability or unavailability,during the Term does not affect Customer's obligations under this Agreement or the applicable Order,and Customer will not be entitled to any reduction in fees, refund,credit or other compensation due to any such changes. 4. HOSTING,SLA&SUPPORT SERVICES 4.1. Hosting&Management. Customer shall be responsible for hosting and managing any Licensed Software on systems meeting the requirements specified by ESO. ESO shall be responsible for hosting and managing any SaaS. 4.2. Service Level Agreement. If an Outage,excluding Scheduled Downtime(as defined below), results in the service level uptime falling below 99%for any three-month period(the"Uptime Commitment'),then Customer may immediately terminate this Agreement,in which case ESO will refund any prepaid, unearned Fees to Customer.This is Customer's sole remedy for ESO's breach of the Uptime Commitment. 4.3. Scheduled Downtime. ESO will endeavor to provide reasonable(72 hour)notice of Scheduled Downtime to Customer's Users. Notice of Scheduled Downtime may be provided from within the Software or via email. Scheduled Downtime shall never constitute a failure of performance or Outage by ESO. Notification timelines and the frequency of Scheduled Downtime are subject to the emergence of security concerns outside of ESO's control. 4.4. Support and Updates. During the Term, ESO shall provide to Customer the Support Services, in accordance with Exhibit B, which is incorporated herein by reference. ESO may update and revise its Software,providing reasonable notice in the case of any material diminishment. 5. FEES 5.1. Fees. In consideration of the rights granted hereunder, Customer agrees to pay ESO the fees for the Software and Professional Services as set forth in the Order(s))(collectively, "Fees").The Fees are non-cancelable and non-refundable,except as expressly provided herein.Customer(or Third-Party Payer, if applicable)shall pay all undisputed invoices within 30 days of receipt. 5.2. Third-Party Paver. If Customer desires to use a third-party to pay some or all of the Fees on behalf of Customer(a"Third-Party Payer"), then (i)each applicable Order will identify such arrangement,(ii)the Third-Party Payer will enter into a written CONFIDENTIAL ESO ESA v230425 13 agreement with ESO regarding such arrangement, (iii)Customer may replace the Third-Party Payer by written notice to ESO (provided that no such change shall be made until the then-current Term's renewal),(iv)references within this Section 5 to Customer's responsibility for Fees shall be understood to refer to the Third-Party Payer when applicable,and(v)Customer shall remain responsible for payment if the Third-Party Payer does not pay the Fees. 5.3. Uplift on Renewal. Fees for Software,which recur annually,shall increase by the percentage assigned to each product provided in "Exhibit D"each year this Agreement is in effect. 5.4. Taxes and Fees. The Fees are exclusive of all taxes and credit card processing fees,if applicable. Unless and until Customer provides ESO a tax exemption certificate, Customer will be responsible for and will remit(or will promptly reimburse ESO for)all taxes of any kind, including sales, use,duty,customs,withholding,property,value-added,and other similar federal,state or local taxes(other than taxes based on ESO's income)related to this Agreement. 5.5. Appropriation of Funds.If Customer is a city,county or other government entity,Customer may terminate the Agreement at the end of the Customer's fiscal term if Customer provides evidence that its governing body did not appropriate sufficient funds for the next fiscal year. Notwithstanding the foregoing,this provision shall not excuse Customer from past payment obligations or other Fees earned and unpaid. 5.6. Usage Monitoring. Customer is solely responsible for its own adherence to volume and use limitations indicated on the applicable Order. ESO may monitor Customer's use of the Software,and if Customer's usage exceeds the level indicated in the applicable Order(an"Overage"), Customer shall owe ESO the Fee corresponding to such usage level at a rate no higher than ESO's then-standard pricing for new customers at an equivalent usage level. ESO may invoice for Overages immediately, but only after prompt written notice to Customer and opportunity to cure. 6. TERM AND TERMINATION 6.1. Term.The term of this Agreement(the"Term")commences on the Effective Date and continues for a period of one year(or any longer period provided in an Order). 6.2. Termination for Cause. Either party may terminate this Agreement or any individual Order for the other party's uncured material breach by providing written notice.The breaching party shall have 30 days from receipt to cure such breach to the reasonable satisfaction of the non-breaching party. 6.3. Effect of Termination. If Customer terminates this Agreement or any Order as a result of ESO's material breach, then to the extent Customer prepaid any Fees, ESO shall refund to Customer those prepaid Fees on a pro-rata basis from the date Customer actually ceases use of the Software. Upon termination of this Agreement or any Order, Customer shall cease all use of the Software and delete,destroy or return all copies of the Documentation and Licensed Software in its possession or control, except as required by law. Customer shall remain obligated to pay appropriate Fees at ESO's then-current rates if Customer continues to use or access Software after the termination or expiration of this Agreement. Termination of this Agreement is without prejudice to any other right or remedy and shall not release a party from any liability. 6.4. Delivery of Data. ESO will provide Customer its Customer Data in a searchable.pdf format upon request made within 60 days of the expiration or termination of this Agreement. Customer acknowledges that ESO has no obligation to retain Customer Data more than 60 days after expiration or termination of this Agreement. 7. REPRESENTATIONS AND WARRANTIES 7.1. Material Performance of Software.After it is fully implemented(and subject to Customer's adherence to Sections 3.3,4.1 and 13.4), ESO warrants that the Software will reliably collect,transmit,store and/or permit access to data in compliance with applicable law and industry standards. 7.2. Due Authority. Each party's execution,delivery and performance of this Agreement and each agreement or instrument contemplated by this Agreement is duly authorized by all necessary corporate or government action. 7.3. Customer Cooperation. Customer agrees to use current operating systems and reasonably and timely cooperate with ESO, including providing ESO reasonable access to its equipment,software and data as necessary for the implementation and operation of the Software. 8. DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE PROVIDED IN SECTION 7, ESO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY,TITLE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE,COURSE OF DEALING,COURSE OF PERFORMANCE, OR USAGE OF TRADE. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7, CUSTOMER ACCEPTS THE SOFTWARE"AS-IS"AND"AS AVAILABLE." 9. CONFIDENTIALITY 9.1. "Confidential Information"refers to the following items: (a)any document marked"Confidential";(b)any information orally CONFIDENTIAL ESO ESA v230425 14 designated as"Confidential"at the time of disclosure, provided the disclosing party confirms such designation in writing within five business days;(c)the Software and Documentation,whether or not designated confidential;(d)ESO's security controls, policies,procedures,audits, or other information concerning ESO's internal security posture; (e)any other nonpublic,sensitive information reasonably treated as trade secret or otherwise confidential;and(f)Customer Data which does comprise PHI . Notwithstanding the foregoing,Confidential Information does not include information that: (i)is in the other party's possession at the time of disclosure free of duty of non-disclosure;(ii)is independently developed without use of or reference to Confidential Information;(iii) becomes known publicly,before or after disclosure, other than as a result of the receiving party's improper action or inaction; (iv) is approved for release in writing by the disclosing party; (v) as to ESO, Customer's Feedback;or(vi)is PHI(which shall be governed by the Business Associate Agreement rather than this Section). Notwithstanding the above, confidential information may only be classified as such if it is determined"confidential and exempt" in accordance with relevant Florida Laws(including but not limited to Chapter 119, Fla. Stat.)and existing case law. 9.2. Nondisclosure. Each party shall use Confidential Information of the other party solely to fulfill the terms of this Agreement(the "Purpose"). Each party shall(a)ensure that its employees or contractors are bound by confidentiality obligations no less restrictive than those contained herein,and(b)not disclose Confidential Information to any other third party without prior written consent from the disclosing party.Without limiting the generality of the foregoing,the receiving party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care.A receiving party shall promptly notify the disclosing party of any misuse or misappropriation of Confidential Information of which it is aware. 9.3. Termination&Return.With respect to each item of Confidential Information,the obligations of nondisclosure will terminate three years after the date of disclosure;provided that,such obligations related to Confidential Information constituting ESO's trade secrets shall continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this Agreement,a party shall return all copies of Confidential Information to the other or certify the destruction thereof. 9.4. Retention of Rights.This Agreement does not transfer ownership of Confidential Information or grant a license thereto. 9.5. Open Records and Other Laws. Notwithstanding anything in this Section to the contrary,the parties expressly acknowledge that Confidential Information may be disclosed if such Confidential Information is required to be disclosed by law,a lawful public records request,orjudicial order, provided that prior to such disclosure,written notice of such required disclosure shall be given promptly and without unreasonable delay by the receiving party in order to give the disclosing party the opportunity to object to the disclosure and/or to seek a protective order.The receiving party shall reasonably cooperate in this effort. In addition, Customer may disclose the contents of this Agreement solely for the purpose of completing its review and approval processes under its local rules,if applicable. 10. INSURANCE.Throughout the Term(and for a period of at least three years thereafter for any insurance written on a claims-made form)ESO shall maintain in effect the insurance coverage described below: 10.1.Commercial general liability insurance with a minimum of$1 million per occurrence and$1 million aggregate; 10.2.Commercial automobile liability insurance covering use of all non-owned and hired automobiles with a minimum limit of$1 million for bodily injury and property damage liability; 10.3.Worker's compensation insurance and employer's liability insurance or any alternative plan or coverage as permitted or required by applicable law,with a minimum employer's liability limit of$1 million each accident or disease;and 10.4.Computer processor/computer professional liability insurance(a/k/a technology errors and omissions)covering the liability for financial loss due to error,omission or negligence of ESO, and privacy and network security insurance("cyber coverage") covering losses arising from a disclosure of confidential information(including PHI)with a combined aggregate amount of$1 million. 11. INDEMNIFICATION 11.1.IP Infringement.Subject to the limitations in Section 12, ESO shall defend and indemnify Customer from any damages,costs, liabilities,expenses(including reasonable attorney's fees)("Damages")actually incurred or finally adjudicated as to any third- party claim or action alleging that the Software delivered pursuant to this Agreement infringe or misappropriate any third party's patent,copyright,trade secret,or other intellectual property rights enforceable in the applicable jurisdiction(each,an "Indemnified Claim"). If Customer makes an Indemnified Claim under this Section or if ESO determines that an Indemnified Claim may occur, ESO may at its option:(a)obtain a right for Customer to continue using such Software;(b)modify such Software to make it a non-infringing equivalent or(c)replace such Software with a non-infringing equivalent. If(a),(b), or(c) above are not reasonably practicable, either party may, at its option,terminate the relevant Order, in which case ESO will refund any pre-paid Fees on a pro-rata basis for such Order. Notwithstanding the foregoing, ESO shall have no obligation hereunder for any claim resulting or arising from(x)Customer's breach of this Agreement;(y)modifications made to the Software not performed or provided by or on behalf of ESO or(z)the combination,operation or use by Customer(and/or CONFIDENTIAL ESO ESA v230425 15 anyone acting on Customer's behalf)of the Software in connection with any other product or service(the combination or joint use of which causes the alleged infringement).This Section 11 states ESO's sole obligation and liability,and Customer's sole remedy,for potential or actual intellectual property infringement by the Software. 11.2.Indemnification Procedures. Upon becoming aware of any matter which is subject to the provisions of Sections 11.1 (a"Claim"), Customer must give prompt written notice of such Claim to ESO,accompanied by copies of any written documentation regarding the Claim received by the Customer. ESO shall compromise or defend,at its own expense and with its own counsel,any such Claim. Customer will have the right,at its option,to participate in the settlement or defense of any such Claim,with its own counsel and at its own expense;provided,however,that ESO will have the right to control such settlement or defense. ESO will not enter into any settlement that imposes any liability or obligation on Customer without the Customer's prior written consent. The parties will cooperate in any such settlement or defense and give each other full access to all relevant information, at ESO's expense. 12. LIMITATION OF LIABILITY 12.1.LIMITATION OF DAMAGES.NEITHER ESO NOR CUSTOMER SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING CLAIMS FOR DAMAGES FOR LOST PROFITS, GOODWILL, USE OF MONEY, STOPPAGE OF WORK OR IMPAIRMENT OF OTHER ASSETS RELATING TO THIS AGREEMENT. 12.2.SPECIFIC LIABILITY. LIABILITY SHALL BE LIMITED AS FOLLOWS: (a) ESO'S OBLIGATIONS UNDER SECTION 11 SHALL BE LIMITED TO$1,000,000. (b) DAMAGES ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS(INCLUDING A BREACH OF OBLIGATIONS REGARDING PROTECTED HEALTH INFORMATION), SHALL BE LIMITED TO$1,000,000. (c) DAMAGES ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR CRIMINAL CONDUCT SHALL NOT BE LIMITED. 12.3.GENERAL LIABILITY. EXCEPT AS EXPRESSLY PROVIDED"SPECIFIC LIABILITY,"ESO'S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY(OR ON BEHALF OF)CUSTOMER WITHIN THE PRECEDING 12-MONTH PERIOD UNDER THE APPLICABLE ORDER OR EXHIBIT GIVING RISE TO THE CLAIM. 12.4.THE FOREGOING LIMITATIONS, EXCLUSIONS, DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT,WARRANTY, STRICT LIABILITY, NEGLIGENCE,TORT OR OTHERWISE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION HEREIN,THE PARTIES AGREE THAT SUCH LIMITATION SHALL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION PERMITTED TO THE FULLEST EXTENT POSSIBLE UNDER SUCH LAW.THE PARTIES AGREE THAT THE LIMITATIONS SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR ESO'S SOFTWARE AND SERVICES TO CUSTOMER,AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSES OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. 12.5.THIS SECTION 12 SHALL SURVIVE EXPIRATION OR TERMINATION OF THE AGREEMENT. 13. CUSTOMER DATA&PRIVACY 13.1.Ownership of Data.As between ESO and Customer, all Customer Data shall be owned by Customer. 13.2.Use of Customer Data. Unless it receives Customer's prior written consent, ESO shall not grant any third-party access to Customer Data,except(a)subcontractors that are subject to a reasonable nondisclosure agreement or(b)authorized participants in the case of Software designed to permit Customer to transmit Customer Data. ESO may only use and disclose Customer Data to fulfill its obligations under this Agreement or as required by applicable law or legal or governmental authority. ESO shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise contest such required disclosure,at Customer's expense. 13.3.De-identified Data. CUSTOMER ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANY OTHER PROVISION HEREIN, ESO MAY USE DE-IDENTIFIED DATA FOR INTERNAL AND EXTERNAL PURPOSES(INCLUDING BENCHMARKING AND RESEARCH), PROVIDED THAT ESO WILL NOT SELL DE-IDENTIFIED DATA TO THIRD PARTIES FOR COMMERCIAL USE. Without limiting the foregoing, ESO will own all right,title and interest in all Intellectual Property of any aggregated and de-identified reports,summaries,compilations, analysis,statistics or other information derived therefrom. 13.4. Internet Access.Customer is solely responsible for obtaining,maintaining, and securing its network connections,and acknowledges such connections are essential to the effective operation of the Software. ESO makes no representations to Customer regarding the reliability,performance or security of any network or service provider not provided or managed by ESO. CONFIDENTIAL ESO ESA v230425 16 14. WORK PRODUCT 14.1.Work Product Ownership. In the event Customer hires ESO to perform Professional Services, ESO alone shall hold all right,title, and interest to all proprietary and intellectual property rights of the Deliverables(including,without limitation,patents,trade secrets,copyrights,and trademarks),as well as title to any copy of software made by or for Customer(if applicable).Customer hereby explicitly acknowledges and agrees that nothing in this Agreement or a separate Order gives the Customer any right,title, or interest to the intellectual property or proprietary know-how of the Deliverables. 15. GOVERNMENT PROVISIONS 15.1.Compliance with Laws. Both parties shall comply with and give all notices required by all applicable federal,state and local laws, ordinances, rules, regulations and lawful orders of any public authority bearing on use of the Software and the performance of this Agreement(provided that Customer shall be solely responsible for any such notice required to be given to its employees, agents or patients). Customer acknowledges and agrees that it must fully and accurately report discounts or other incentives under this Agreement on any cost reports or other applicable claims for payment submitted under any federal health care program, including but not limited to Medicare and Medicaid,as required by federal law. 15.2. Business Associate Agreement.The parties agree to the terms of the Business Associate Agreement attached as Exhibit C and incorporated herein by reference. 15.3.Equal Opportunity.The parties shall abide by the requirements of 41 CFR 60-1.4(a),60-300.5(a)and 60-741.5(a), and the posting requirements of 29 CFR Part 471, appendix A to subpart A, if applicable(prohibiting discrimination on the basis of protected veteran status,disability,race,color, religion,sex,sexual orientation,gender identity or national origin). 15.4.Excluded Parties List. ESO agrees to report to Customer if an employee or contractor is listed by a federal agency as debarred, excluded or otherwise ineligible for participation in federally funded health care programs. 16. PHI ACCURACY&COMPLETENESS 16.1.Customer Responsibilities. The Software allows Customer and its Users to enter,document, and disclose Customer Data, and as such, ESO gives no representations or guarantees about the accuracy or completeness of Customer Data(including PHI) entered, uploaded or disclosed through the Software. Customer is solely responsible for any decisions or actions taken involving patient care or patient care management,whether those decisions or actions were made or taken using information received through the Software. 16.2.HIDE Customer Certifications. In the interest of furthering community health through the power of data, ESO encourages Customers subscribing to ESO's Health Data Exchange("HDE")Software to empowerjoint healthcare providers by incorporating relevant, HIPAA-compliant data elements in Customer's outgoing patient care records delivered through HIDE. ESO shall annually accredit qualifying customers with Gold, Silver, or Bronze level certifications in accordance with Exhibit C, and Customer may reference such certification in marketing materials. 17. MISCELLANEOUS 17.1.Independent Contractors.The parties are independent contractors. Neither party is the agent of the other,and neither may make commitments on the other's behalf.The parties agree that no ESO employee or contractor is or will be considered an employee of Customer. 17.2. Notices. Notices provided under this Agreement must be in writing and delivered by(a)certified mail,return receipt requested to a parry's principal place of business as forth in the recitals on page 1 of this Agreement,(b)hand delivered, (c)facsimile with receipt of a"Transmission Confirmed"acknowledgment,(d)e-mail to a person designated in writing by the receiving party,or(e) delivery by a reputable overnight carrier service. In the case of delivery by facsimile or e-mail,the notice must be followed by a copy of the notice being delivered by a means provided in(a), (b) or(e). The notice will be deemed given on the day the notice is received. 17.3.Merger Clause. In entering into this Agreement,neither party is relying upon any representations or statements of the other that are not fully expressed in this Agreement;rather,each parry is relying on its own judgment and due diligence and expressly disclaims reliance upon any representations or statement not expressly set forth in this Agreement. In the event the Customer issues a purchase order, letter or any other document addressing the Software or Services to be provided and performed pursuant to this Agreement,it is hereby specifically agreed and understood that any such writing is for the Customer's internal purposes only,and that any terms,provisions,and conditions contained therein shall in no way modify this Agreement. 17.4.Severability.To the extent permitted by applicable law,the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect.If a provision of this Agreement is held to be invalid or otherwise unenforceable,such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law,and the remaining provisions of this Agreement will continue in full force and effect. 17.5.Subcontracting. Except for Support Services,and training and implementation services related to the Software, neither party may CONFIDENTIAL ESO ESA v230425 1 7 S t E subcontract or delegate its obligations to each other hereunder, nor may it contract with third parties to perform any of its obligations hereunder except as contemplated in this Agreement,without the other party's prior written consent. 17.6.Modifications and Amendments.This Agreement may not be amended except through a written agreement signed by authorized representatives of each party,provided that the Customer agrees that ESO may rely on informal writings(including emails)of Customer's authorized representatives to terminate Software products and services. 17.7.Force Maieure. No delay,failure,or default will constitute a breach of this Agreement to the extent caused by acts of war, terrorism,hurricanes,earthquakes,other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder,embargoes,or other causes beyond the performing party's reasonable control(collectively,"Force Majeure"). In such event,however,the delayed party must promptly provide the other party notice of the Force Majeure.The delayed party's time for performance will be excused for the duration of the Force Majeure,but if the event last longer than 30 days,the other party may immediately terminate the applicable Order. 17.8.Marketing. If requested by ESO,Customer agrees to reasonably cooperate with ESO's preparation and issuance of a public announcement regarding the relationship of the parties. 17.9.Waiver& Breach. Neither party will be deemed to waive any rights under this Agreement except through an explicit written waiver made by an authorized representative. No waiver of a breach of this Agreement will constitute a waiver of any other breach hereof. 17.10.Survival of Terms. Unless otherwise stated, all of ESO's and Customer's respective obligations, representations and warranties under this Agreement which are not, by the expressed terms of this Agreement, fully to be performed while this Agreement is in effect shall survive the termination of this Agreement. 17.11.Ambiguous Terms.This Agreement will not be construed against any party by reason of its preparation. 17.12.Governing Law. This Agreement, any claim dispute or controversy hereunder(a"Dispute")will be governed by(i)the laws of the State of Florida and the United Stated of America,or(ii)if Customer is a city,county,municipality or other governmental entity,the law of state where Customer is located,in each case foregoing without regard to its conflicts of law.The UN Convention for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply. In any Dispute, each party will bear its own attorneys'fees and costs and expressly waives any statutory right to attorneys'fees.Venue for state matters is exclusively in the Sixteenth Judicial Circuit in and for Monroe County, FL;and venue for federal matters is exclusively in the U.S. District Court in and for the Southern District of Florida. 17.13.New Versions&Sunset. If ESO releases a New Version of Licensed Software(i.e.,not SaaS), Customer may elect to receive such New Version,subject to a relicense fee of 75%of the standard price for such new version; and same must be memorialized via a formal amendment to the agreement, and specifically the products and services listings of the Customer outlined in"Exhibit D."All New Versions provided under this Agreement will constitute Licensed Software and be subject to the terms and conditions of this Agreement. ESO may discontinue Support Services for Licensed Software upon 12 months'notice to Customer. 17.14.No Class Actions, NEITHER PARTY SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER ESO CUSTOMERS, OR PURSUE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. 17.15.Dispute Resolution.Customer and ESO will attempt to resolve any Dispute through negotiation or by utilizing a mediator agreed to by the parties, rather than through litigation. Negotiations and 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 party,the parties may pursue all other courses of action available at law or in equity. 17.16.Technology Export.Customer shall not:(a)permit any third party to access or use the Software in violation of any U.S. law or regulation; or(b)export any software provided by ESO or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations.Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the Software in,or export such software to,a country subject to a United States embargo(as of the Effective Date-Cuba, Iran, North Korea, Sudan,and Syria). 17.17.Reserved. 17.18.Counterparts.This Agreement may be executed in one or more counterparts. Each counterpart will be an original,and all such counterparts will constitute a single instrument. 17.19.Reserved. CONFIDENTIAL ESO ESA v230425 18 EXHIBIT B SUPPORT SERVICES 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 addedto the Software,materially changes its utility,efficiency,functional capability nrapplication. 12. "E-mail Support"means ability to make requests for technical support assistance by e-mail at any time concerning the use of the then-current release ofSoftware. 1.3. "Error"means an error in the Software,which significantly degrades performance of such Software as compared to ESO's then-published Documentation. 1.4. "Error Correction"means the use of reasonable commercial efforts to correct Errors. 1.5. "Fix"means the repair or replacement of object code for the Software or Documentation to remedy an Error. 1.6. "Initial Response"means the first contact by a Support Representative after the incident has been logged and a ticket generated.This may include an automated email response depending on when the incident is first communicated. 17. "Management Escalation"means, if the initial Workaround or Fix does not resolve the Error, notification of management that such Error(s)have been reported and of steps being taken to correct such Error(s). 1.8. "Severity I Error"means an Error which renders the Software completely inoperative(e.g.,a User cannot access the Software due to unscheduled downtime oron0utago). 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). 1.10."Severity 3 Error"means any other error that does not prevent a User from accessing a significant feature of the Software (o.g.. User ia experiencing latency inreports). 1.11."Severity 4 Error"means any error related to Documentation or a Customer Enhancement request. 1.12."Status Update"means if the initial Workaround or Fix cannot resolve the Error, notification of the Customer regarding the progress of the Workaround orFix. 1.13."Online Support"means information available through E8O'owebuiha<2��L��^�g�). including frequently asked questions and bug reporting via Live Chat. 1.14."Support Representative"shall be ESO employee(s)or agent(s)designated to receive Error notifications from Customer, which Customer's Administrator has been unable toresolve. 1.15."Update"means an update or revision to Software,typically for Error Correction. 1.16."Upgrade"means a new version or release of Software or a particular component of Software,which improves the functionality or which adds functional capabilities to the Software and is not included in an Update. Upgrades may include Enhancements. 1.17."Workaround"means a change in the procedures followed or data supplied by Customer to avoid an Error without substantially impairing Customer's use of the Software. 2. SUPPORT SERVICES. 2.1. Customer will provide at least one administrative employee(the "Administrator"or"Administrators")who will handle all requests for first-level support from Customer's employees with respect hn the Software. Such support is intended 0obathe "front line"for support andinformation about the Software ho Customer's Users. EGO will provide training,documentation,and materials to the Administrator to enable the Administrator to provide technical support to Customer's Users. The Administrator will notify o Support Representative of any Errors that the Administrator cannot resolve and assist EGOininformation gathering. 22. ESO will provide Support Services consisting of(a)Error Correction(s); (b)Enhancements, Updates and Upgrades that ESO, in its discretion,makes generally available to its customers without additional charge;and(c)E-mail Support,telephone support,and Online Support. ESO may use multiple forms of communication for purposes of submitting periodic status reports CONFIDENTIAL emsSA v23042519 to Customer, including but not limited to,messages in the Software,messages appearing upon login to the Software or other means of broadcasting Status Update(s)to multiple customers affected by the same Error,such as a customer portal. 2.3. ESO's support desk will be staffed with competent technical consultants who are trained in and thoroughly familiar with the Software and with Customer's applicable configuration.Telephone support and all communications will be delivered in intelligible English. 2.4. Normal business hours for ESO's support desk are Monday through Friday 7:00 am to 7:00 pm CT. Customer will receive a call back from a Support Representative after-hours for a Severity 1Error. 2.5. ESO will provide responses toa technology and/or security assessment of reasonable detail(a"Tech Anmeoomnnt")upon request prior ho(or in connection with) implementation. E8D will provide responses ho any subsequent Tech Assessments provided that Customer compensates ESO at its then-current and standard consulting rates for all work performed in connection with such Tech Assessments. ERROR PRIORITY LEVELS.Customer will report all Errors to ESO via ESO's Support Request Form link EM or by telephone(866-766-9471, option#3). ESO shall exercise commercially reasonable efforts to correct any Error reported by Customer in accordance with the priority level reasonably assigned to such Error by ESO. 2.0. Seve[ityL1JEr[o . ESO shall(i)commence Error Correction promptly;(ii)provide an Initial Response within four hours;(iii) initiate Management Escalation promptly;and(iv)provide Customer with a Status Update within four hours if ESO cannot resolve the Error within four hours. 2.7. Severity promptly;(i|)provide on Initial Response within eight hours; (iii) initiate Management Escalation within 48 hours if unresolved;and(iv)provide Customer with a Status Update within forty-eight hours ifEGO cannot resolve the Error within forty-eight hours. 2.8. Severity Elro . ESO shall (i)commence Error Correction promptly; (ii)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. 2.8. Severity UEr[o . ES0 shall provide on Initial Response within seven calendar days. 3. CONSULTING SERVICES. If ESO reasonably believes that a problem reported by Customer is not due to an Error in the Software, ESO will so notify Customer.At that time, Customer may request ESO to proceed with a root cause analysis at Customer's expense as set forth herein or in a separate SOW. If ESO agrees to perform the investigation on behalf of Customer,then ESO's then-current and standard consulting rates will apply for all work performed in connection with such analysis,plus reasonable related expenses incurred, For the avoidance of doubt, Consulting Services will include customized report writing byEG0on behalf ofCustomer. 4. EXCLUSIONS. 4.1. ESO shall have no obligation to perform Error Corrections or otherwise provide support for:(i)Customer's repairs, maintenance nrmodifications to the Software(if permitted);(ii)Customer's misapplication or unauthorized use of the Software; (iii)altered or damaged Software not caused by ESO; (iv)any third-party software;(v)hardware issues;(vi)Customer's breach of the Agreement;and(vii)any other causes beyond the ESO's reasonable control. 4.2. ESO shall have no liability for any changes in Customer's hardware or software systems that may be necessary to use the Software due 1oa Workaround nrFix. 4.3. 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. 4.4. Customer is solely responsible for its selection of hardware,and ESO shall not be responsible the performance of such hardware even ifEQO makes recommendations regarding the same, 5. MISCELLANEOUS.The parties acknowledge that from hme4u-timaEGO may update its support processes specifically addressed in this Exhibit and may do so by posting such updates to ESO's website or otherwise notifying Customer of such updates. Customer will accept updates to ESO's support procedures and any other terms in this Exhibit;provided however,that they do not materially decrease the level of Support Services that Customer will receive from ESO..THESE TERMS AND CONDITIONS DO NOT CONSTITUTE A PRODUCT WARRANTY.THIS EXHIBIT IS AN ADDITIONAL PART OF THE AGREEMENT AND DOES NOT CHANGE OR SUPERSEDE ANY TERM OF THE AGREEMENT EXCEPT TO THE EXTENT UNAMBIGUOUSLY CONTRARY THERETO. EXHIBIT C HIPAA BUSINESS ASSOCIATE AGREEMENT Customer and ESO Solutions, Inc.("Business Associate")agree that this HIPAA Business Associate Agreement is entered into for the benefit of Customer,which is a covered entity under the Privacy Standards("Covered Entity"). Pursuant to the ESO Subscription Agreement(the"Agreement")into which this HIPAA Business Associate Agreement(this"BAA")has been incorporated, Business Associate may perform functions or activities involving the use and/or disclosure of PHI on behalf of the Covered Entity, and therefore, Business Associate may function as a business associate. Business Associate,therefore, agrees to the following terms and conditions. 1. Scope. This BAA applies to and is hereby automatically incorporated into all present and future agreements and relationships, whether written,oral or implied,between Covered Entity and Business Associate,pursuant to which PHI is created, maintained, received or transmitted by Business Associate from or on behalf of Covered Entity in any form or medium whatsoever. 2. Definitions. For purposes of this BAA,the terms used herein, unless otherwise defined,shall have the same meanings as used in the Health Insurance Portability and Accountability Act of 1996("HIPAA"),or the Health Information Technology for Economic and Clinical Health Act("HITECH"),and any amendments or implementing regulations,(collectively"HIPAA Rules"). 3. Compliance with Applicable Law.The parties acknowledge and agree that,beginning with the relevant effective date, Business Associate shall comply with its obligations under this BAA and with all obligations of a business associate under HIPAA, HITECH, the HIPAA Rules,and other applicable laws and regulations,as they exist at the time this BAA is executed and as they are amended,for so long as this BAA is in place. 4. Permissible Use and Disclosure of PHI. Business Associate may use and disclose PHI as necessary to carry out its duties to a Covered Entity pursuant to the terms of the Agreement,as required by law,or as permitted by the Agreement. Business Associate may also use and disclose PHI(i)for its own proper management and administration, and(ii)to carry out its legal responsibilities. If Business Associate discloses Protected Health Information to a third party for either above reason,prior to making any such disclosure,Business Associate must obtain:(i)reasonable assurances from the receiving party that such PHI will be held confidential and be disclosed only as required by law or for the purposes for which it was disclosed to such receiving party;and(ii)an agreement from such receiving party to immediately notify Business Associate of any known breaches of the confidentiality of the PHI. 5. Limitations on Use and Disclosure of PHI. Business Associate shall not,and shall ensure that its directors,officers,employees, subcontractors,and agents do not,use or disclose PHI in any manner that is not permitted by the Agreement or that would violate Subpart E of 45 C.F.R. 164("Privacy Rule")if done by a Covered Entity.All uses and disclosures of,and requests by, Business Associate for PHI are subject to the minimum necessary rule of the Privacy Rule. 6. Required Safequards to Protect PHI. Business Associate shall use appropriate safeguards, and comply with Subpart C of 45 C.F.R. Part 164("Security Rule")with respect to electronic PHI, to prevent the use or disclosure of PHI other than pursuant to the terms and conditions of this BAA. 7. Reporting to Covered Entity. Business Associate shall report to the affected Covered Entity without unreasonable delay:(a)any use or disclosure of PHI not provided for by the Agreement of which it becomes aware; (b)any breach of unsecured PHI in accordance with 45 C.F.R. Subpart D of 45 C.F.R. 164("Breach Notification Rule"); and(c)any security incident of which it becomes aware. With regard to Security Incidents caused by or occurring to Business Associate, Business Associate shall cooperate with the Covered Entity's investigation,analysis, notification and mitigation activities,and except for Security Incidents caused by Covered Entity,shall be responsible for reasonable costs incurred by the Covered Entity for those activities. Notwithstanding the foregoing, Covered Entity acknowledges and shall be deemed to have received advanced notice from Business Associate that there are routine occurrences of:(i)unsuccessful attempts to penetrate computer networks or services maintained by Business Associate; and(ii)immaterial incidents such as"pinging"or"denial of services"attacks. 8. Mitigation of Harmful Effects. Business Associate agrees to mitigate,to the extent practicable,any harmful effect of a use or disclosure of PHI by Business Associate in violation of the requirements of the Agreement,including, but not limited to,compliance with any state law or contractual data breach requirements. 9. Agreements by Third Parties. Business Associate shall enter into an agreement with any subcontractor of Business Associate that creates, receives,maintains or transmits PHI on behalf of Business Associate. Pursuant to such agreement,the subcontractor shall agree to be bound by the same or greater restrictions,conditions,and requirements that apply to Business Associate under this BAA with respect to such PHI. 10. Access to PHI.Within five business days of a request by a Covered Entity for access to PHI about an individual contained in a Designated Record Set, Business Associate shall make available to the Covered Entity such PHI for so long as such information is maintained by Business Associate in the Designated Record Set,as required by 45 C.F.R. 164.524. In the event any individual delivers directly to Business Associate a request for access to PHI, Business Associate shall within five(5)business days forward such request to the Covered Entity. CONFIDENTIAL ESO ESA v230425 1 11 11. Amendment of PHI.Within five business days of receipt of a request from a Covered Entity for the amendment of an individual's PHI or a record regarding an individual contained in a Designated Record Set(for so long as the PHI is maintained in the Designated Record Set), Business Associate shall provide such information to the Covered Entity for amendment and incorporate any such amendments in the PHI as required by 45 C.F.R. 164.526. In the event any individual delivers directly to Business Associate a request for amendment to PHI, Business Associate shall within five business days forward such request to the Covered Entity. 12. Documentation of Disclosures.Business Associate agrees to document disclosures of PHI and information related to such disclosures as would be required for a Covered Entity to respond to a request by an individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. 164.528 and HITECH. 13. Accounting of Disclosures.Within five business days of notice by a Covered Entity to Business Associate that it has received a request for an accounting of disclosures of PHI, Business Associate shall make available to a Covered Entity information to permit the Covered Entity to respond to the request for an accounting of disclosures of PHI,as required by 45 C.F.R. 164.528 and HITECH. 14. Other Obligations.To the extent that Business Associate is to carry out one or more of a Covered Entity's obligations under the Privacy Rule, Business Associate shall comply with such requirements that apply to the Covered Entity in the performance of such obligations. 15. Judicial and Administrative Proceedings. In the event Business Associate receives a subpoena,court or administrative order or other discovery request or mandate for release of PHI,the affected Covered Entity shall have the right to control Business Associate's response to such request,provided that,such control does not have an adverse impact on Business Associate's compliance with existing laws.Business Associate shall notify the Covered Entity of the request as soon as reasonably practicable, but in any event within seven business days of receipt of such request. 16. Availability of Books and Records. Business Associate hereby agrees to make its internal practices,books,and records available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with the HIPAA Rules. 17. Breach of Contract by Business Associate. In addition to any other rights a party may have in the Agreement,this BAA or by operation of law or in equity,either party may: i)immediately terminate the Agreement if the other party has violated a material term of this BAA;or ii)at the non-breaching party's option, permit the breaching party to cure or end any such violation within the time specified by the non-breaching party. The non-breaching party's option to have cured a breach of this BAA shall not be construed as a waiver of any other rights the non-breaching party has in the Agreement,this BAA or by operation of law or in equity. 18. Effect of Termination of Agreement.Upon the termination of the Agreement or this BAA 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 BAA,even after termination of the Agreement or BAA, 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 BAA would cause irreparable harm to a Covered Entity,and in such event,the Covered Entity shall be entitled to institute proceedings in any court of competent jurisdiction to obtain damages and injunctive relief. 20. Owner of PHI. Under no circumstances shall Business Associate be deemed in any respect to be the owner of any PHI created or received by Business Associate on behalf of a Covered Entity. 21. Safeguards and Appropriate Use of Protected Health Information. Covered Entity is responsible for implementing appropriate privacy and security safeguards to protect its PHI in compliance with HIPAA.Without limitation, it is Covered Entity's obligation to: 21.1. Not include PHI in information Covered Entity submits to technical support personnel through a technical support request or to community support forums. In addition, Business Associate does not act as,or have the obligations of a Business Associate under the HIPAA Rules with respect to Customer Data once it is sent to or from Covered Entity outside ESO's Software over the internet;and 21.2. Implement privacy and security safeguards in the systems,applications,and software Covered Entity controls,configures and connects to ESO's Software. 22. Third Party Riqhts. The terms of this BAA do not grant any rights to any parties other than Business Associate and the Covered Entity. 23. Signatures.The signatures to the Agreement(or the document evidencing the parties'adoption thereof)indicate agreement hereto and shall be deemed signatures hereof,whether manual,electronic or facsimile. CONFIDENTIAL ESO ESA v230425 1 12 "EXHIBIT � ESO Contracted Services and Licensed Software/Subscription Schedule i Pricing Schedule and Annual Uplift. Monr*e County Fire Rescue Subscriptions FY24 Base Additional Contract Subscriptions #of Units, Amount Uplift Amt Amount Billing Interface(for Patient Reporting) 4,249 $ - 0� $ - $ - EHR Billing Interface(for Data upload to 3rd Party) 3,000, $ - 01 Uplift Percent and Amounts Shown Above *The Agreement provides for an initial term of two(2)years,with the option to renew for two(2) more years; each year will have an annual uplift (compounded) as provided above. U. Additional Services. a. CONSULTING SERVICES, i Consulting Services may include customized report writing by E8O on behalf of Customer. Such consulting services may be obtained only through a written proposal detailing the scope of work and pricing for same.Approval of consulting services must be accomplished by written amendment to the Agreement.All billing will be pro-rated to quarter of an hour, with schedule of work ino|uded, or as otherwise detailed in such amendment agreed to by the parties. Contractor must submit invoices with supporting documentation that is acceptable tothe Monroe County Office of Clerk and Comptroller(County Clerk).Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws, rules and regulations ao may govern the disbursal cf funds by the County Clerk. (MMI A�® CERTIFICATE OF LIABILITY INSURANCE 71T2 2/202 DIYYYY) 2/2 0 2 4 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 MARSH USA,LLC. NAME: FA 4400 Comerica Bank Tower AICONE No Ext: (AIX,No): 1717 Main Street E-MAIL Dallas,TX 75201-7357 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN 1 22676965--Finpr-2425 INSURER A: Federal Insurance Company 20281 INSURED ESO Solutions,Inc. INSURER B: Great Northern Insurance Company 20303 11500 Alterra Parkway INSURER C: N/A N/A Suite 100 INSURER D: AIG Specialty Insurance Company 26883 Austin,TX 78758 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: HOU-004138310-04 REVISION NUMBER: 11 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 POLICY LTR TYPE OF INSURANCE INSD WVD SUER POLICY NUMBER MM DDIYYYY MM DDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY X 36075664 03/31/2024 03/31/2025 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence $ 1,000,000 APPROVED BY RISK MANAGEMENT MED EXP(Any one person) $ 15,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: s ,.. GENERAL AGGREGATE $ 2,000,000 X POLICY❑ PRO ❑ LOC DATE 12/27/2024 JECT PRODUCTS-COMP/OP AGG $ 2,000,000 WAIVER N/A_YES_ $ OTHER: B AUTOMOBILE LIABILITY X 73627314 03/31/2024 03/31/2025 EOM a aB.,dsDtSINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY L AUTOS ONLY Per accident) $ A X UMBRELLALIAB X OCCUR 78196190 03/31/2024 03/31/2025 EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED RETENTION$ $ A WORKERS COMPENSATION 7182-73-01 03/31/2024 03/31/2025 PER OTH- AND EMPLOYERS'LIABILITY X STATUTE ER YIN ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ❑N NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Cyber/Tech Errors&Omissions 06-178-04-42 05/03/2024 05/03/2025 Limit 5,000,000 'SIR$500,000" DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County BOCC is included as additional insured where required by written contract with respect to General Liability and Auto Liability. CERTIFICATE HOLDER CANCELLATION Monroe County BOCC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1100 Simonton Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Key West,FL 33040 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD