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HomeMy WebLinkAboutDocumentation_Regular_09_04/13/2017 M M 0 To: Michael R. Couzzo, Jr. Village Manager From: Brad Gomberg — IT Manager Joel Medina — Fire Chief Date: 3/17/2017 Re: Fire — NFIRS & EPCR Replacement Mr. Couzzo, As you are aware, Chief Medina and I have been researching NFIRS and EPCR software to replace our existing system. After researching technologies, attending demonstrations with staff, and obtaining pricing, the Chief and I will be recommending purchase of the ESO Hosted Software Solution. This software incorporates a comprehensive feature set with a very attractive pricing model. ESO will replace the two, fragmented systems we currently utilize for NFIRS and EPCR reporting. It will unify those datasets via an import process, and greatly simplify data input for the department with full Palm Beach County CAD integration and auto -fill features. It will also simplify the billing process with export capability to Tri -Tech billing software. This system is budgeted for the current year, and is a NET decrease of approximately 2 000 annually f g Y PP Y$ Y r o support and maintenance. Thank you for your consideration, Brad Gomberg IT Manager The Village of Tequesta Village of Toques!. Data: 3(1712017 Purchase Order Requisition Date Purchase Order is Req'd: ASAP (Not a Purchase Ord Department Fre 'ltewaedJanwy 2017 Req. #: 3 ' # less than tree, select Quotas Received: option below Recommended Vendor Vendor t Vendors ESO Solutions ESO $ 11,399.75 Address: 9020 N. Capital of Texas Hwy. Building II-300 Fre Rescue Systems $ 31,465.00 City Austin Firehouse Software $ 13,720.00 State & Zip: TX, 78759 ['Option 1 Option 1 - This is an emergency purchase. Damage to Village facilities, personnel or serious damage to Wage programs will resu if prompt action is not taken. [Option 2 Option 2 - This is a ' piggy -bads' purchase. Please see attached Piggy -back Checldist. 3 Option 3 - This is a Sole Source Purchase. Sole source defined: only one parson or company can provide the goods or services needed. ['Option 4 Option 4 - This is a Single Source Purchase. Single source defined: purchase of goods or services in which an alternative may be available, but may not be feasible, practical or cost-effective to seek competitive bids. ❑option 5 Option 5 - This is 1M year of a previously approved, multi-year contract. Any Additional Commend Available Balance Item Description Qty. Unit Price Total Cost Account # (Finance Use Only) Esc EHt sae 1 S 2,908.00 $ 2,908.00 001- 192 - 546.320 ESO Fre Suite 1 $ 1,165.50 $ 1,165.50 001- 192 - 546.320 Cardiac Monitor 1 $ 596.25 $ 596.25 001 - 192-546.320 NEMSIS Import 1 $ 1,995.00 $ 1,995.00 001 - 192-546.320 NF1RS Import 1 S 1,995.00 $ 1,995.00 001 - 192-546.320 EHR Training 1 $ 995.00 $ 995.00 001- 192 - 546.320 Fre - Training 1 S 995.00 $ 995.00 , 001-192-546.320 Trainig & Travel Costs 1 S 750.00 $ 750.00 001-192-546.320 Total: $ 11,399.75 Finance/Administrative Use Onto; The DprenrrtDireriors /Designees signature below w►lisa tat (1) this purchase order requisition is couple!: and in aompivw:s weir Ens Magee Pun: heft ft Poicies and Procedures and (l Id procurement requirements have bean satisifad. Deparment Diector 1 Designee Signature: Date: The Finance Deperinsnt signature below cretin that (1) Mils requisition has been approved by an authorized Department Director /Designee, (2) that the conestaccount numbest hate bean used and (3) Ore is adequate *maw in the accounts listed. Finance Signature: Date: Vilage Manager Approval: Date: Vilage Council Approval: Resolution #: Date: MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (the "MSA ") is made and entered into as of ('Effective Date "), by and between ESO Solutions, Inc. a Texas corporation ( "Company ") and Tequesta Fire Rescue ( "Customer") (collectively the "Parties "). 1. TERMS OF THE AGREEMENT. This Agreement (as defined below) shall commence on the Effective Date and continue until terminated in accordance with this Agreement (the AgreearentPeriod"). Customer desires to rent, subscribe, license or purchase from Company and Company desires to rent, subscribe, license or sell to Customer the products, equipment, software, licenses, subscription ( "Products ") and/or services ( "Services ") identified on the Addenda to the Agreement, which are attached hereto and incorporated herein by this reference (collectively, "Addenda "). The Products and/or Services purchased by Customer for the Agreement Period and the costs of such Product and/or Service are set forth in a separate Addenda attached hereto. Check All That Apply Addendum A: Billing or Dispatch Software License Agreement ❑ Addendum B: ePCR, Fire, or PM Subscription Agreement Addendum C: ❑ 2. ADDENDA. The Parties anticipate that after the Effective Date, from time to time, Customer may want to purchase from Company and Company may desire to sell to Customer additional Products and/or Services. In which case, the Parties shall execute a separate Addendum referencing this MSA and incorporating it by reference. 3. CONFLICT. In the event any provision of a fully executed Addendum conflicts with this MSA, the MSA shall control. Otherwise, the most recently executed Addendum shall control. 4. ENTIRE AGREEMENT. This MSA, which includes any and all Addenda, shall be collectively referred to herein as the "Agreement and constitutes the final expression of and contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. 5. AGREEMENT SCOPE. The Products and/or Services constitute the scope of services and products anticipated to be provided to Customer by Company as of the Effective Date of the Agreement, as applicable ("Agreement Scope "). Customer acknowledges that the Fee (as defined below) is based on the Agreement Scope. Company shall have the option to increase pricing, except during the initial Term, as long as it provides at least sixty (60) days' notice of such increase to Customer prior to the annual renewal of the applicable Addenda. Should Customer refuse to accept the increased pricing, Customer shall have the option to terminate the Agreement before the increased pricing becomes effective. 6. PAYMENT; LATE FEE, INTEREST, DISPUTE. For purposes of the Agreement, the price of the Products and/or Services set forth on the Addenda and any other applicable cost or fee under the Agreement shall be collectively referred to herein as the "Fee." Unless otherwise expressly provided in the Addenda, Customer shall pay the entire amount of the Fee within thirty (30) days of the date of the Company's invoice. Payments shall be made to: ESO Solutions, Inc. P.O. Box 670324 Dallas, TX 75267 -0324 In the event Customer disputes any portion of an invoice, Customer shall timely pay the full invoiced amount and provide Company, within thirty (30) days of such payment, a written statement explaining such dispute, which contains all supporting documentation. Company shall thereafter determine, in its good faith business judgment, whether such invoice is erroneous, and may issue an appropriate credit to Customer. Any sum owed by Customer to Company shall bear interest at a rate of one and a half percent (1.5 %) per month or the maximum rate allowed by law (whichever is less) from the date said sum was first due until the date it is paid in full. Some Products and/or Services may be charged based on a Time and Materials basis. The term "Time" shall refer to any Product or Service billed at the applicable hourly rates ( "Time Rate") of Company in effect at the time such Product and/or Service is provided. Time Rates will be billed in minimum increments of one - quarter (1/4) of an hour. Travel time will be billed up to a maximum charge of eight (8) hours per day. The term "Materials" shall refer to the out of pocket expenses reasonably incurred by Company in providing the Product and/or Service to Customer, including, but not limited to, any travel expenses, and telephone line, media or shipping charges. 7. TAXES AND FEES. This Agreement is exclusive of all taxes and fees. Customer agrees to pay any and all federal, state, county, local or governmental taxes (including, but not limited to, sales taxes, but excluding any taxes based solely on Company's net income), duties, fees and amounts in lieu thereof now or hereafter applied to or based on (a) amounts payable to Company pursuant to the Agreement, including, without limitation, any licenses or subscription granted pursuant to any Addendum of the Agreement; or (b) Customer's production., storage, transportation, import, export, or use of any license, software or equipment purchased pursuant to the Agreement. Any such amounts, including interest and penalties thereon, paid or payable at any time by Company, shall promptly be reimbursed to Company by Customer. 8. ESTIMATES. If Company provides Customer with any written estimate of the Fee or an estimated delivery date (collectively, "Estimate "), Company shall exercise commercially reasonable efforts to provide such Products and/or Services within such estimate; provided that all Company estimates are based, in part, upon information supplied to Company by Customer and upon conditions as they are known by Company prior to providing such Estimate. It is agreed that circumstances or conditions may arise that affect the Fee which could not have been reasonably expected or foreseen despite the exercise of due care. Therefore, the Fee set forth in any Estimate is not intended to be a fixed price or a not to exceed" price. Customer shall notify Company if Customer becomes aware of any changes in such information or conditions, and Company shall notify Customer if Company determines that the Fee set forth in an Estimate may be exceeded. Customer acknowledges that Customer shall be obligated to pay for the entire Fee owed to Company even if the amount of such Fee exceeds the amount of any Estimate. All Estimates are (a) subject to change and may be revoked by Company without prior notice to Customer (unless otherwise stated in an Estimate signed by an authorized representative of Company); (b) subject to Company's approval of Customer's credit; and (c) based on and subject to the terms and conditions of the Agreement, including any Addenda as applicable. 9. TERMINATION. Except as otherwise expressly provided in the Addenda, either Party may terminate the Agreement or any Addenda with or without cause, by delivering written notice of termination to the other Party not later than thirty (30) days prior to the effective date of termination set forth in such notice. In the event Customer has breached any provision of the Agreement or any Addenda, Company may terminate the Agreement or any Addenda after written notice of breach is delivered to Customer and Customer has been given a ten (10) day cure period to cure said breach. Upon termination, Company will invoice Customer for any Fees and costs incurred by Company and Customer shall pay the full invoice amount within thirty (30) days after receipt of Company's invoice whether such Fees are due before or after termination, except for any Time and Materials fees for any services to be provided under the Agreement but not yet performed. In the event any Addenda or the Agreement is terminated by (a) Customer for any reason, or (b) Company due to Customer's breach of or pursuant to any Addenda or the Agreement, then Customer shall be obligated to pay Company for any and all costs and expenses paid by Company prior to such termination and/or incurred by Company during the Agreement Period. Customer and Company shall have any and all rights of termination and non - renewal of each Addendum to the Agreement as specified in such Addendum. Termination of an Addendum to the Agreement, as permitted by this Section or any such Addendum, will not terminate the balance of the Agreement or any other Addenda still in force. Upon the termination of the Agreement, all Addenda shall also automatically terminate. All provisions of the Agreement conceming payment of Fees, confidentiality, limitation of liability, disclaimer of warranty, and indemnification shall survive the termination of the Agreement. 10. RIGHT TO SUSPEND PERFORMANCE. Without prejudice to Company's right to terminate pursuant to Section 9 above, Company has the right to immediately suspend all or any portion of its performance under the Agreement or any Addenda, without notice to Customer, after written notice of breach of any provision of the Agreement or any Addenda is delivered to Customer and Customer has been given a ten (10) day cure period to cure said breach. In such event, prior to resuming its performance, Company may require Customer to pay any and all financial obligations in full and/or perform any and all obligations owing hereunder. Customer shall pay Company for all Services completed to the date of such suspension plus any reasonable or necessary costs incurred by Company as a result thereof. 1 1. CUSTOMER'S GENERAL RESPONSIBILITIES; CUSTOMER ACKNOWLEDGMENT. During the Agreement Period, in addition to the obligations set forth on the Addenda, Customer is responsible for the following: (a) ensuring that Customer, its employees and contractors properly identify and comply with laws and regulations applicable to Customer's activities; and (b) providing any and all documents and information required by Company to provide the Products and/or Services. Customer acknowledges that Company's full, accurate and timely performance under the Agreement and/or any Addenda is materially dependent upon Customer's reasonable cooperation and assistance. Customer further acknowledges that the Agreement Scope and Fee presume a reasonable amount of cooperation and assistance from Customer, such as Customer's timely provision of relevant information, documentation and personnel, including any of the foregoing, as requested by Company. Customer shall promptly report any difficulties it experiences with its use of any Products and/or Services to Company in accordance with any procedures reasonably established by Company, or set forth in the Agreement or any Addenda or any documents provided to Customer by Company during the Agreement Period. Company has explained its requirements in this regard to Customer and Customer agrees to meet these requirements. 12. FURTHER ASSISTANCE. Upon request of the other Party, Company or Customer shall execute and deliver additional instruments and take additional actions as may be necessary or appropriate to perform the Agreement. ESO Solutions, Inc. Master Services Agreement 20141202 Page 2 of 12 13. CONFIDENTIALITY. Customer understands and acknowledges that it may be granted access to certain Confidential Information (as defined below) of the Company in the course of performing its obligations under the Agreement. "Confidential Information" includes all oral and written information Customer receives from Company which, at the time of transmittal, has not been made public or is not generally available from public sources. By way of illustration and not limitation, Confidential Information includes trade secrets, technology, concepts, programs, business processes, methods, operational techniques, work product or documentation produced by Company hereunder, the Agreement (including the Addenda), any other agreement entered into between the Parties pursuant to the Agreement, source code, object code and specifications for Company's software provided under the Agreement, any other information capable of being a trade secret under applicable law, financial information and data and other records regarding the Company, its customers and other third parties. Customer hereby (a) acknowledges and agrees that all Confidential Information is confidential and proprietary; (b) agrees to hold the Confidential Information in confidence and protect Confidential Information from unauthorized use or disclosure, using a high level of care according to the standards of the high technology industry; (c) agrees to limit access to its employees and/or contractors who have a "need to know"; and (d) further agrees not to disclose the Confidential Information, or any portion thereof, to third persons without the prior written consent of the Company except: (i) to the extent necessary, to comply with any law, rule or regulation, or the valid order of any governmental agency or any court of any governmental agency or any court of competent jurisdiction; (ii) as part of such Party's normal reporting or review procedure, to its auditors and/or its attorneys; or (iii) as necessary to enforce such Party's rights and perform its agreements and obligations under the Agreement. The Parties hereby agree that monetary damages would not be an adequate remedy for the breach of this Section 13 and either Party shall have the right to seek injunctive relief or similar equitable remedies to enforce such Party's rights under this confidentiality provision. Notwithstanding the foregoing section 13, Company hereby acknowledges that as Customer is a governmental entity, Customer is subject to Chapter 119, Florida Statutes, "Public Records Law." Any confidentiality relating to the disclosure of information and software will be in accordance with Chapter 119, Florida Statutes. 14. HIPAA. The Parties agree that to the extent they are required to comply with HIPAA, this Section 14 shall apply. The Parties agree that this is a Business Associate Contract as defined under the Health Insurance Portability and Accountability Act of 1996, P. L. 104 -191 (the `Act "), and without limitation to its other requirements under the Act or other federal, state and local laws and regulations, the Parties agree to comply with the Act, the privacy standards set forth in 45 C.F.R. Parts 160 and 164 (the "Privacy Rule "), the security standards set forth in 45 C.F.R. Parts 160, 162, and 164 (the Security Rule "), and the Health Information Technology for Economic Clinical Health Act, Title XIII of Division A and Title IV of Division D of Pub. L. 111-5 ( "HITECH") and all of the rules and regulations implemented thereunder. The Act, the Privacy Rule, the Security Rule, and HITECH are collectively referred to as " HIPAA." Accordingly, Company agrees to safeguard Customer's protected health information ( "PHI ") by: (a) using and disclosing PHI only: (i) to fulfill Company's duties and responsibilities under the Agreement including in part disclosure to its directors, officers, employees, agents and subcontractors, including parties with whom it may contract for any of the staffing services; (ii) for Company's proper management and administration; and (iii) to provide data aggregation services relating to Customer and its health care operations; (b) not using or disclosing Customer's PHI unless permitted or required by law; (c) using appropriate safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Customer's PHI and prevent the use or disclosure of Customer's PHI other than as provided for by the Agreement; (d) immediately notifying Customer, whether internal or external, of any use or disclosure of the information not provided for by this Agreement including, without limitation, Security Incidents related to the Customer's PHI, or as required by law or regulation; (e) making an accounting of disclosure of Customer's PHI available to it in accordance with applicable regulations; (f) making Customer's PHI available for amendment and incorporate any amendments to such PHI in accordance with applicable regulations; (g) providing the information required to provide an accounting of any disclosures of Customer's PHI in accordance with applicable regulations including, in part, its internal practices, books, and records relating to the use and disclosure of PHI received from, or created, or received by it on behalf of Customer available to the Secretary of the Department of Health and Human Services for purposes of determining the Customer's compliance with HIPAA and its rules and regulations; (h) immediately begin to collect and develop and forward to Customer any information required to be in any notice of a breach under HITECH and any other laws and regulations; (i) at termination of the Agreement return or destroy all PHI received from, or created, or received by it on behalf of Customer that it still maintains in any form; or if not feasible, extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible; and (j) to the extent that Company carries out one or more obligation of Customer under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to Customer in the performance of such obligation. Customer authorizes Company to de- identify PHI it receives from Customer. Defined terms under HIPAA shall have the same meaning in this Agreement, and are incorporated herein by reference. 15. GOVERNING LAW; LEGAL COSTS; CAUSES OF ACTION. The Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue for any proceeding relating to the Agreement shall be in Palm Beach County, Florida. Any cause of action Customer may have with respect to the Agreement (including, without limitation, the Products and/or Services) or any other relationship of the Parties must be commenced within one (1) year after the claim or cause of action arises, otherwise such claim or cause of action is barred. ESO Solutions, Inc. Master Services Agreement 20141202 Page 3 of 12 16. INDEMNIFICATION. a. Customer shall indemnify, defend (with counsel selected by Company in its sole and absolute discretion) and hold harmless Company, its employees, agents, representatives and consultants, from and against any and all claims, liabilities, demands, damages, losses, costs and expenses, including, but not limited to, attorneys' fees and costs (collectively, the "Liability") caused by the performance of the Agreement (including, without limitation, the Products and/or Services); provided, however, that Customer shall have no obligation under this Section for any Liability caused by (a) any breach or default by Company of any of its obligations under the Agreement; or (b) the negligent acts, errors, omissions or willful misconduct of Company, its agents, subcontractors or employees. Company shall indemnify, defend (with counsel selected by Customer with Company's prior written consent, said consent not to be unreasonably withheld) and hold harmless Customer, its directors, officers, employees, agents, representatives and contractors, from and against any Liability caused by (a) any breach or default by Company of any of his obligations under the Agreement or (b) the negligent acts, errors, omissions or willful misconduct of Company, its agents, subcontractors or employees. b. In the event of a claim, suit, or proceeding against Company, alleging that any Customer has infringed any copyright, patent, trademark, trade secret, or other intellectual property right of a third party, Customer shall, at its sole cost and expense, defend and indemnify Company, or at its option, settle such claim, suit, or proceeding. Customer has no obligation to defend and indemnify Company pursuant to this provision for any gross negligence or willful misconduct of Company, or if such infringement is solely caused by an act of Company. Customer agrees to pay any settlement or final judgment entered against Company on such issue in any such claim, suit, or proceeding defended by Customer, provided that Customer shall select, with Company's prior written consent, said consent not to be unreasonably withheld, its defense counsel and must promptly notify Customer in writing of any such claim, suit, or proceeding, and must fully cooperate with Customer in Customer's' defense thereof. In the event of a claim, suit or proceeding against Customer alleging that the Licensed Software (as defined in any Addenda) infringes any copyright, patent, trademark, trade secret, or other intellectual property right of any third party, Company shall, at its sole cost and expense, defend and indemnify Customer or at its option, settle such claim, suit, or proceeding. Company shall select, in its sole and absolute discretion, Customer's defense counsel. Customer must promptly notify Company in writing of any such claim, suit, or proceeding, and must fully cooperate with Company in Company's defense thereof. Company has no obligation to defend and indemnify Customer pursuant to this provision for any gross negligence or willful misconduct of Customer, or if such infringement is caused by an act of Customer. 17. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, REGARDLESS OF THE TYPE OF ACTION, THE AGGREGATE LIABILITY OF COMPANY TO CUSTOMER SHALL NOT EXCEED DOUBLE THE SUM PAID TO COMPANY BY CUSTOMER UNDER THE APPLICABLE ADDENDA ATTACHED HERETO. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY REMOTE, INDIRECT, PUNITIVE, CONSEQUENTIAL, SPECIAL OR INCIDIENTAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOSS OF DATA, LOST OR IMPUTED PROFITS OR ROYALITIES, BUSINESS INTERRUPTION, OR THE COST OF COVER FOR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THIS LIMITATION SHALL APPLY EVEN IF COMPANY HAS BEEN ADVISED BY CUSTOMER OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CUSTOMER HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE THE AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL CUSTOMER'S LIABILITY TO COMPANY EXCEED THE LIMITS SET FORTH IN SEC. 768.28, FLORIDA STATUTES, WHICH IS CURRENTLY $200,000.00 PER CLAIM AND $300,000.00 PER INCIDENT. NOTHING CONTAINED IN THIS AGREEMENT AR ANY ADDENDA, ATTACHMENT OR EXHIBIT THERETO SHALL BE CONSTRUED AS A WAIVER OF CUSTOMER'S SOVEREIGN IMMUNITY BEYOND THE WAIVER PROVIDED IN SEC. 768.28, FLORIDA STATUTES, INCLUDING LIMITS ON ATTORNEY'S FEES. NOTHING CONTAINED IN THIS AGREEMENT AR ANY ADDENDA, ATTACHMENT OR EXHIBIT THERETO SHALL BE CONSTRUED AS CUSTOMER'S CONSENT TO BEING SUED. 18. DISCLAIMER OF OTHER WARRANTIES. THE PRODUCTS AND SERVICES TO BE DELIVERED UNDER ANY ADDENDA ARE PROVIDED "AS IS" OR "AS AVAILABLE." UNLESS OTHERWISE SPECIFIED HEREIN, COMPANY MAKES NO REPRESENTATION OR WARRANTY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR A PARTICULAR PURPOSE, OF ANY PRODUCT OR SERVICE PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER (INCLUDING WITHOUT LIMITATION THAT THERE WILL BE NO IMPAIRMENT OF DATA OR THAT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE), ALL OF WHICH WARRANTIES BY COMPANY ARE HEREBY EXCLUDED AND DISCLAIMED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 19. REMEDIES. In the event that Customer breaches any provision of this Agreement, including, without limitation, the failure to pay any sum to Company when due under the Agreement, Company may exercise any and all rights and legal remedies ESO Solutions, Inc. Master Services Agreement 20141202 Page 4 of 12 available to it, including, without limitation, any remedies against Customer for such breach. If Customer's financial ability becomes impaired or inadequate to meet Customer's obligations under the Agreement, as determined by Company in its sole and absolute discretion, or if Customer fails to make any payment to Company in accordance with the terms and provisions of the Agreement, the terms of any credit provided by Company to Customer may be modified or terminated by Company, in Company's sole and absolute discretion, and/or Company may require an advance cash payment or a satisfactory security interest. 20. MODIFICATION; INTERPRETRATION, SEVERABILITY; CONSTRUCTION. No modification to any provision of the Agreement (including, without limitation, the Addenda) shall be valid, unless executed in writing by both Parties. Neither the course of conduct between Parties, nor trade practices shall act to modify any provision of the Agreement. If any term, provision, covenant or condition of the Agreement is held to be invalid or otherwise unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The headings preceding each section and subsection of the Agreement are solely for the convenience of reference only, are not part of the Agreement, and shall be disregarded in the interpretation of any portion of the Agreement. Whenever required by the context of the Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. The Agreement shall not be construed as if it had been prepared by one of the Parties, but rather as if both Parties had prepared the same. Unless otherwise indicated, all references to paragraphs, sections, subparagraphs and subsections are to the Agreement. 21. TIME IS OF THE ESSENCE; DATES. When construing this Agreement, both Parties agree that time is of the essence. In the event that any date specified in the Agreement falls on Saturday, Sunday or other day on which public agencies and major banks are not open for business (each a "Non - Business Days'), such date shall be deemed to be the succeeding business day. For purposes of the Agreement, a "business day" shall mean a day other than a Non - Business Day. 22. WAIVER. Either Party's failure at any time to enforce any default or right reserved to it, or to require performance of any of the Agreement's terms, covenants, or provisions, by the other Party at the time designated, shall not be a waiver of any such default or right to which such Party is entitled, nor shall it in any way affect the right of the Party to enforce such provisions thereafter. 23. FORCE MAJEURE. No Party shall be liable for any delay, failure in performance or interruption due to events outside such Party's reasonable control, including, without limitation, acts of God, the other Party or any third party, acts or orders of governmental authorities, acts of civil or military authorities, shortages of supplies, labor disputes, catastrophes or other circumstances beyond its reasonable control, except circumstances caused by financial issues (collectively, a "Force Majeure Event'), and such nonperformance will not be a default hereunder. In the event that a Party is unable to perform any of its obligations under the Agreement or to enjoy any of the benefits provided thereby because of a Force Majeure Event, such Party shall immediately provide written notice to the other Party and make diligent efforts to resume performance. Upon a Party's receipt of the notice described in this Section, the delivery date for any Product and/or Service delayed as a result of a Force Majeure Event shall automatically be extended for a period equal to the duration of Force Majeure Event. 24. BINDING. Neither the Agreement, nor any modification of, amendment to the Agreement, nor any waiver of rights by Company under the Agreement, will be binding on either Party unless it is signed by an officer or member of the Company. The Agreement shall be binding not only upon the Parties, but also upon their heirs, personal representatives, permitted assigns and other successors in interest. Company and Customer hereby approve of the terms and conditions set forth herein. 25. INDEPENDENT CONTRACTOR. Nothing in this Agreement shall be construed to create: (i) a partnership, joint venture or other joint business relationship between the Parties or any of their affiliates; or (ii) a relationship of employer and employee between the Parties. Company is an independent contractor and not an agent of Customer. 26. NOTICES. All notices under the Agreement must be in writing, directed to the Party's address set forth below such Party's signature in the Agreement and shall be deemed to be received in accordance with the following: (a) in the case of personal delivery, on the date of such delivery; (b) in the case of overnight courier, on the second business day following the day such notice was sent, with receipt confirmed by the courier; (c) in the case of mailing by first class certified mail, postage prepaid, return receipt requested, on the fifth business day following such mailing (d) in the case of electronic mail, on the date the email is sent. A Party may change the address stated in the Agreement by giving written notice to the other Party. 27. COUNTERPARTS; EXECUTION. This Agreement, any Addenda, or amendments hereto may be executed by the Parties individually or in any combination, in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same agreement. Execution and delivery of this Agreement and any amendments by the Parties shall be legally valid and effective through: (i) executing and delivering the paper copy of the document, (ii) transmitting the executed paper copy of the documents by facsimile transmission or electronic mail in "portable document format" ( ".pdf') or other electronically scanned format, or (iii) creating, generating, sending, receiving or storing by electronic means this Agreement and any amendments, the execution of which is accomplished through use of an electronic process and executed or adopted by a Party with the intent to execute this Agreement (i.e. "electronic signature" through a process such as DocuSign ®). In making proof of ESO Solutions, Inc. Master Services Agreement 20141202 Page 5 of 12 this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the Party against whom enforcement of this Agreement is sought. ESO Solutions, Inc. Master Services Agreement 20141202 Page 6 of 12 IN WITNESS WHEREOF, the undersigned expressly agree and warrant that they are authorized to sign and enter into this Agreement on behalf of the Party for which they sign and have executed this Agreement on the Effective Date first written above. ESO SOLUTIONS, INC. CUSTOMER: [Signature] [Signature] [Printed Name] [Printed Name] 9020 N. Capital of Texas Hwy. Address: Building I1 -300 Austin, TX 78759 Phone: Phone: (866) 766 -9471 Email: Email: legal @esosolutions.com ESO Solutions, Inc. Master Services Agreement 20141202 Page 7 of 12 ADDENDUM B SUBSCRIPTION AGREEMENT THIS ADDENDUM B is effective as of the Effective Date of the Agreement. The provisions of this Addendum B are hereby incorporated into the Agreement. All capitalized terms not otherwise defined in this Addendum B are defined by the terms of the Agreement. By signing this Addendum, Customer agrees to not use the software or services until Customer agrees with these terms and conditions. 1. SERVICES. Company agrees to provide Customer the products and services identified on Exhibit #1 to this Addendum (the Services"). The subscription year for Services shall begin upon execution of this Addendum or upon the commencement of Company's active work on implementation, whichever date comes later. Customer agrees that the Services purchased hereunder are neither contingent on the delivery of any future functionality or future features, nor dependent on any oral or written public comments made by Company regarding future functionality or future features. 2. SUBSCRIPTION FEES. Customer shall pay to Company all of the fees set forth on Exhibit #1 (collectively, the "Subscription Fees "). Company may evaluate Customer's usage and adjust Customer's invoice based on changes in Customer usage based on the incident ranges listed in Exhibit #1. Company shall have the option to increase pricing, as long as it provides at least sixty (60) days' notice of such increase to Customer prior to automatic renewal under Section 3 below. 3. TERM. The term of this Addendum B shall be for a one (1) year period commencing on the Effective Date. Each year thereafter, the term of this Addendum B shall automatically renew for an additional one (1) year term (each one (1) year term shall be referred to herein as the "Term "), unless (a) Customer fails to pay the Subscription Fees when due; (b) this Addendum is terminated by a Party as provided for herein; or (c) the Agreement is terminated. 4. TERMINATION. Upon termination, Customer shall not be entitled to any reimbursement of the Subscription Fees or any portion thereof if (a) Customer terminates this Addendum B; or (b) Company terminates this Addendum B pursuant to or because Customer has violated a provision of this Addendum B and/or the Agreement. Subscription Fees shall be deemed to be fully eared when due and are non - refundable. If Customer requests its data within thirty (30) days of expiration or termination of this Addendum, Company shall deliver to Customer its data. Company shall make reasonable and good faith efforts to accommodate Customer's preference for the type of media for delivery. Customer shall reimburse Company for the cost of the media on which Customer's data is delivered to Customer. 5. INTERNET ACCESS. Customer has sole responsibility for obtaining, maintaining, and securing its connections to the Internet, and Company makes no representations to Customer regarding the reliability, performance or security of any particular network or provider. 6. SYSTEM MAINTENANCE. In the event Company determines that it is necessary to interrupt the Services or that there is a potential for Services to be interrupted for the performance of system maintenance, Company will use good -faith efforts to notify Customer prior to the performance of such maintenance and will schedule such maintenance during non -peak hours (midnight to 6 a.m. Central Standard Time). In no event shall interruption of Services for system maintenance constitute a failure of performance by Company. 7. MOBILE SOFTWARE. If Customer elects to use Company's Mobile Software (the "Mobile Software"), the provisions of this Section shall apply. a. Use of Software. Subject to the terms, conditions and restrictions in this Addendum and the Agreement and in exchange for the Subscription Fees applicable to the Mobile Software ( "Mobile Software Fee "), Company hereby grants Customer and Customer hereby accepts a non - exclusive, non - transferable, non - assignable, revocable license for the Term of this Addendum, to use and copy (for installation and backup purposes only) the Mobile Software to the units for which the Mobile Software has been purchased. b. Ownership and Restrictions. This Addendum does not convey any rights of ownership in or title to the Mobile Software or any copies thereof. All right, title and interest in the Mobile Software and any copies or derivative works thereof shall remain the property of Company. Customer agrees to keep the Mobile Software free and clear of all claims, liens, and encumbrances. The following uses by Customer (or any third party with Customer's permission or knowledge), or Customer's failure to comply with the restrictions set forth herein and in the Agreement, will result in the immediate termination of this Addendum B without notice thereof. Any such action also constitutes copyright infringement and may be punishable in a federal criminal action. Customer agrees mot to do any of the following unless expressly allowed under this Addendum: ESO Solutions, Inc. Master Services Agreement 20141202 Page 8 of 12 a. Use, access, copy, duplicate or modify the Mobile Software in any way; b. Decompile, reverse engineer or disassemble the Mobile Software; c. Rent, sell, sublicense, lease, distribute, assign, or otherwise convey or transfer the Mobile Software; d. Translate or adapt the Mobile Software for any purpose; or e. Create derivative works based on the Mobile Software. c. Mobile Software Fee. The Mobile Software Fee is non - refundable. The Mobile Software shall be deemed accepted upon delivery to Customer. d. Termination or Expiration of Addendum. Upon the termination or expiration of this Addendum, Customer shall (a) delete, destroy, or otherwise make permanently unusable the original and all copies of any Mobile Software in Customer's possession or control, except that Customer may retain one (1) archive copy thereof if required by law or a governmental regulation; and (b) discontinue its use and/or copying of Mobile Software. e. Warranty. Company hereby represents and warrants to Customer that Company is the owner of the Mobile Software or otherwise has the right to grant to Customer the rights set forth in this Addendum. In the event of a breach or threatened breach of the foregoing representation and warranty, Customer's only remedy shall be for Company, as determined in Company's sole discretion, to either: (i) procure, at Company's expense, the right to use the Mobile Software, or (ii) replace the Mobile Software or any part thereof that is in breach and replace it with software of comparable functionality that does not cause any breach. 8. SUPPORT AND UPDATES. During the Term of this Addendum, Company shall provide Customer the support services and will meet the service levels as set forth in Exhibit #2 attached hereto and incorporated herein. Company will also provide updates to Customer, in accordance with Exhibit #2. 9. ADDITIONAL PROFESSIONAL SERVICES. Any other services of Company not provided herein may be provided to Customer, in Company's sole and absolute discretion, on a Time and Materials basis pursuant to a separate written agreement between the Parties. This may include on -site consultation, configuration, and initial technical assistance and training for the purpose of installing the Mobile Software and training selected personnel on the use and support of the Services. ESO shall undertake reasonable efforts to accommodate any written request by Customer for such professional services. 10. OWNERSHIP. Title to the Mobile Software, all proprietary and intellectual property rights in the Services (including, without limitation, patents, trade secrets, copyrights, and trademarks), and title to any copy of the Mobile Software made by or for Customer shall be held solely by Company. All Company software is copyrighted and is protected by United States and international copyright laws. Customer hereby acknowledges and agrees that nothing in the Agreement or this Addendum B shall give Customer any right, title or interest in any ownership of the Services or software. Customer agrees to notify Company immediately in the event Customer becomes aware of any unauthorized access to, use, or copying of Company's software by any person. Customer hereby grants Company the right to collect and store its data for aggregate reporting purposes, but in no event shall Company disclose Protected Health Information (PHI") unless permitted by law. Moreover, Company will not identify Customer without Customer's consent. 11. CUSTOMER RESPONSIBILITIES. Customer shall provide Company with reasonable access to Customer's equipment, software, data and personnel, as requested by Company in order for Company to provide the Services. IN WITNESS WHEREOF, the Parties have executed this Addendum as set forth below. ESO SOLUTIONS, INC. CUSTOMER: [Signature] [Signature] [Printed Name] [Printed Name] ESO Solutions, Inc. Master Services Agreement 20141202 Page 9 of 12 EXHIBIT #1 — PRODUCT SCHEDULE This Product Schedule ("Schedule ") is subject to the terms and conditions of the Agreement entered into between the Parties. The Agreement is incotporated into this Schedule by this reference. _duct L ='teT _es: pt. on EHR Suite w, OM j Annual Subscription Amount • Includes Quality Management, Anatybcs, Patent Tracer. $ fulobde 600 - 1.00 $382.00 $2.908.80 Mows for unlimited users and mobile applications, live support, scale and federal data 1.250 Cells 1 repartmg. weekly web training, free regional user groups. software updates Fire Suite d00 1.00 512$_50 $1.165:50 Ponta Recurring Cost • Incuctes unaided users, five support. NFIRS data reporting, 1 250 Incidents Anafytics, free regional user groups and software upgrades. CAD Integration 640 1.250 1.00 51 41bfi�b0l Sb 00 ' Arnual R.erring Cost — Mows for integration of CAD data into EHR mobie and web Incidents I eppucation, Ongoing maintenance included Cardac Monitor I I i Arvual Recurring Cost - Urkmted cardiac monitors. allows for import of cardiac monitor 600 1,250 1.00 $198.75 559825 data vie Ioral or clauo integration Incidents Bang Standard Interface 600 100 Annual Recurring Cost —Mows for integration of discrete ePCR data into third -party $395.00 s0 -� billing software. Ongoing maintenance awarded 1,250 Incidents NEMSIS Data Import 600 -1.250 1.00 $0.00 $1.995.00 One time cost for NEMSIS data migration Celts NFIRS Data Import 100 $000 $1.995.00 One time coat for NFIRS data migration 800 - 1,250 Cells Training - IiR 1.00 $0.00 $ggs pp One Time Cost - 1 day of waits training Also includes web training. system setup and implernentation Training - Fire 1.00 50.00 3995.00 Orr. Time Co t - 1 day of ertsite training Also in udus web training, system setup and implemer.1alion Trair>4ng Travel 1.00 50.00 $750.00 One Time Cost - hotel, airfare and rental care fees Costs - EHR Fui Price $14.000.00 Sum of Discounts $2,60025 Grand Total 311,399.75 PAV%IEN1''l'ERMS: Customer agrees to pay the Subscription Fees annually in advance commencing upon execution of this Addendum. ESO Solutions. Inc. Master Services Agreement 20141202 Page 10 of 12 EXHIBIT #2 SUPPORT SERVICES AND SERVICE LEVELS This Exhibit describes the software support services (Support Services") that Company will provide and the service levels the Company will meet. 1. Definitions. Unless defined otherwise herein, capitalized terms used in this Exhibit shall have the same meaning as set forth in this Addendum or the Agreement. (a) "Customer Service Representative" shall be the person at Company designated by Company to receive notices of Errors encountered by Customer that Customer's Administrator has been unable to resolve. (b) "Error" means any failure of the Software to conform in any material respect with its published specifications. (c) "Error Correction" means a bug fix, patch, or other modification or addition that brings the Software into material conformity with its published performance specifications. (d) "Priority A Error" means an Error that renders the Software inoperable or causes a complete failure of the Software. (e) "Priority B Error" means an Error that substantially degrades the performance of the Software or materially restricts Customer's use of the Software. (f) "Priority C Error" means an Error that causes only a minor impact on Customer's use of the Software. (g) "Update" means any new commercially available or deployable version of the software, which may include Error Corrections, enhancements or other modifications, issued by Company from time to time to its Customers. (h) "Normal Business Hours" means 7:00 am to 7:00 pm Monday through Friday, Central Time Zone. 2. Customer Obligations. Customer will provide at least one administrative employee (the "Administrator" or Administrators ") who will handle all requests for first -level support from Customer's employees with respect to the Software. Such support is intended to be the "front line" for support and information about the Software to Customer's employees. Company will provide training, documentation, and materials to the Administrators to enable the Administrators to provide technical support to Customer's employees. The Administrators will refer any Errors to Company's Customer Service Representative that the Administrators cannot resolve, pursuant to Section 3 below; and the Administrators will assist Company in gathering information to enable Company to identify problems with respect to reported Errors. 3. Support Services. (a) Scope. As further described herein, the Support Services consist of: (i) Error Corrections that the Administrator is unable to resolve and (ii) periodic delivery of Error Corrections and Updates. The Support Services will be available to Customer during normal business hours, to the extent practicable. Priority A Errors encountered outside normal business hours may be communicated to the Customer Service Representative via telephone or email. Priority B and C Errors encountered outside normal business hours shall be communicated via email. (b) Procedure. (i) Report of Error. In reporting any Error, the Customer's Administrator will describe to Company's Customer Service Representative the Error in reasonable detail and the circumstances under which the Error occurred or is occurring; the Administrator will initially classify the Error as a Priority A, B or C Error. Company reserves the right to reclassify the Priority of the Error. (ii) Efforts Required. Company shall exercise commercially reasonable efforts to correct any Error reported by the Administrator in accordance with the priority level assigned to such Error by the Administrator. Errors shall be communicated to Company's Customer Service Representative after hours as indicated below, depending on the priority level of the Error. In the event of an Error, Company will within the time periods set forth below, depending upon the priority level of the Error, commence verification of the Error, and, upon verification, will commence Error Correction. Company will work diligently to verify the Error and, once an Error has been verified, and until an Error Correction has been provided to the Administrator, shall use commercially reasonable, diligent efforts to provide a workaround for the Error as soon as reasonably practicable. Company will provide the Administrator with periodic reports on the status of the Error Correction on the frequency as indicated below. ESO Solutions, Inc. Master Services Agreement 20141202 Page 11 of 12 Priority of Communicating Error to Time in Which Frequency of Periodic Status Error Company outside Normal Company Will Reports Business Hours Commence Verification Priority A Telephone or email Within 8 hours of Every 4 hours until resolved notification Priority B Email Within I business day of Every 6 hours until resolved notification Priority C Email Within two calendar Every week until resolved weeks of notification 4. Company Server Administration. Company is responsible for maintenance of Server hardware. Server administration includes: (a) Monitoring and Response (b) Service Availability Monitoring (c) Backups (d) Maintenance (i) Microsoft Patch Management (ii) Security patches to supported applications and related components (iii) Event Log Monitoring (iv) Log File Maintenance (v) Drive Space Monitoring (e) Security (f) Virus Definition & Prevention (g) Firewall ESO Solutions, Inc. Master Services Agreement 20141202 Page 12 of 12 eso ESO Solutions, Inc. 9 020 N. Capital of Texas Hwy. Building II -300 Austin, TX 78759 Healthcare Connected ESO CONTACT DETAILS Prepared By Scot Metcalf Phone (866) 766 -9471 Email scot.metcalf @esosolutions.com CUSTOMER CONTACT DETAILS Contact Name Joel Medina Quote Number 00008598 Bill To Name Tequesta Fire Rescue Created Date 3/6/2017 Bill To 357 TEQUESTA DR Expiration Date 6/30/2017 TEQUESTA, Florida 33469 United States QUOTE LINE ITEMS Product Quantity Discounts Total Line Item Description Price EHR Suite w/ QM Annual Subscription Amount - Includes Quality Management, Analytics, Patient Tracker. & Mobile 600 - 1.00 $382.00 $2,908.00 Allows for unlimited users and mobile applications, live support, state and federal data 1,250 Calls reporting, weekly web training, free regional user groups, software updates Fire Suite 600 1.00 $129.50 $1,165.50 Annual Recurring Cost - Includes unlimited users, live support, NFIRS data reporting. 1,250 Incidents Analytics, free regional user groups and software upgrades. CAD Integration 600 - 1,250 1.00 $1,495.00 S0.00 Annual Recurring Cost - Allows for integration of CAD data into EHR mobile and web Incidents application. Ongoing maintenance included Cardiac Monitor 600 1,250 1.00 $198.75 $596.25 Annual Recurring Cost - Unlimited cardiac monitors, allows for import of cardiac monitor Incidents data via local or cloud integration Billing Standard Interface 600 1.00 $395.00 $0.00 Annual Recurring Cost - Allows for integration of discrete ePCR data into third -party 1,250 Incidents billing software. Ongoing maintenance included NEMSIS Data Import 600 - 1,250 1.00 $0.00 $1,995.00 One time cost for NEMSIS data migration Calls NFIRS Data Import 600 - 1,250 Calls 1.00 $0.00 $1,995.00 One time cost for NFIRS data migration Training - EHR 1.00 $0.00 $995.00 One Time Cost - 1 day of onsite training. Also includes web training, system setup and implementation One Time Cost - 1 day of onsite training. Also includes web training, system setup and Training - Fire 1.00 $0.00 $995.00 implementation Training Travel 1.00 $0.00 $750.00 One Time Cost - hotel, airfare and rental care fees Costs - EHR Full Price $14,000.00 Sum of Discounts $2,600.25 Grand Total $11,399.75 THANK YOU FOR CONSIDERING ESO SOLUTIONS eso ESO Solutions, Inc. 9 020 N. Capital of Texas Hwy. Building 11-300 Austin, TX 78759 Healthcare Connected NOTES 1. The subscription rate is based on volume and will be re- evaluated on an annual basis. 2. Further terms and conditions apply as defined in the ESO Subscription Agreement. 3. If your organization is not tax exempt, sales tax will be added where applicable. 4. Additional charges from your billing and /or CAD vendor may apply and should be discussed with that vendor. THANK YOU FOR CONSIDERING ESO SOLUTIONS Xerox Government Systems, LLC Esti mate 74254 2900 100th St Suite 309 C �iSE Urbandale, Iowa 50322 r" Software° CUSTOMER NO. 338544 Phone: 888 - 866 -9119 A Xerox Solution Fax: (515) 493 -4374 E -Mail: eric@fhsoftwaresales.com 6 USER 1 MODULES WITH CAD BILL TO: SHIP TO: Tequesta Fire & Rescue Tequesta Fire & Rescue Bill Newbem PO Box 3273 Bill Newbem Tequesta, FL 33469 Bill NewbemPO Box 3273 Tequesta, FL 33469 US Phone: 561- 575 -6253 Fax: 561- 575 -6239 REP P.O. NUMBER TERMS QUOTE DATE EXPIRATION DATE SHIP VIA Eric Brenneman 3/17/2017 4/17/2017 Part Number Description Qty Each Amount 320007 FH Enterprise Fre Incident 1 $2,085.00 $2,085.00 320008 FH Enterprise Per Module Additional User 5 $290.00 $1,450.00 342003 FH Enterprise Generic CAD Interface - 1 $2,225.00 $2,225.00 (Requires files and /or components from CAD vendors. Additional costs may apply. Please contact your CAD vendor for more information) 342001 CAD Interface Enterprise additional user 5 $560.00 $2,800.00 SubTotal One Time Software Purchase $8,560.00 372006 FH Enterprise Incident Module Support 1 $185.00 $185.00 372007 FH Enterprise Additional User Support per 5 $60.00 $300.00 Module 372003 Enterprise CAD Monitor Support 1 $475.00 $475.00 372002 Enterprise CAD Monitor Additional User 5 $125.00 $625.00 Support SubTotal Annual Support Fee 81,585.00 350034 FH Medic Set -up Fee 1 $500.00 $500.00 350034 FH Medic (annual fee 1,300 ePCRs) 1 $3,075.00 $3,075.00 FH Medic (annual) 1300 ePCRs, 2 FH Medic Installs. Price based upon 2 FH Medic installations and 1300 ePCRs with CAD Integration. EMS Billing beyond basic Nemsis XML Export may require additional fees. ePCRs 1 over 1300 will be billed at $1.50. ePCRs under 1300 will be credited back at $1.25 per ePCR. I Sales Tax (0 %) : $0.00 Quotation Total: $ 13,720.00 Quotation Acceptance: Signature : Print Name: R'E RJESCUBSISTF:1111k- , ii QUOTE Number AAAQ20151689 60 Plant Ave Suite 2, Hauppauge, NY 11788 Date Mar 6, 2017 Tel. (631) 234 -1304 Fax. (631) 910 -2030 Sold To Sales Rep Tequesta Fire Department Andrew Brohm Brad Gomberg 516- 404 -0076 Thank you for your interest in our Product Family. The Following is a quote covering the products and services that you requested. Description 1 Incident Event Manager to allow the prepopulation of data from county to all 1 $5,000.00 $5,000.00 owned modules. 2 NFIRS Module 1 $1,995.00 $1,995.00 3 Electronic PCR Interface 1 $2,995.00 $2,995.00 4 Electronic PCR Program 5 $1,995.00 $9,975.00 5 Imports from FirePrograms for NFIRS data and Emergency Pro for EPCR data. 1 $4,500.00 $4,500.00 6 Client Interfaces with Zoll, Intergraph and EPCR Billing Host 1 $3,000.00 $3,000.00 7 Installation and Training on all Applications Quoted 1 $4,000.00 $4,000.00 SubTotal $31,465.00 Signature: Tax $0.00 Shipping $0.00 Approval Date: tal Payment Terms: 50% Due at the start of the project 50% Due at the completion of the project Yearly maintenance fees amount to 12% of the software owned. This fee includes ALL upgrades as well as support and retraining on the modules you own. The estimated cost of this yearly is $11,335.50 which would not be invoiced until 2018. This quote is based on the Fire District agreeing to provide the following: 1. High Speed Internet Connection (Cable or DSL) at all station locations for installation and support of all Fire Rescue Systems Software. network confifuration, administrative network login, and file permissions. 2. District will provide all hardware (other than Finger Readers), including printer(s), Bulletin Board Monitors(s), Baluns, server /workstation(s). 3. District agrees to provide all cabling and installation of Finger Readers. 4. Additional modules, system configuration, customization, custom reports, training, network licensing, data conversion. Created on 03/09/17 12:59:34 by Fire Rescue Systems Page 1 of 1 1 of 1