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2017-537-E ES - ESO Solution, Inc. for EHR billing software
DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E MASTER SUBSCRIPTION AND LICENSE AGREEMENT 9/29/2017 This Master Subscription and License Agreement(the"Agreement")is entered into as of ("Effective Date"), by and between ESO Solutions,Inc.,a Texas corporation having its principal place of business at 9020 North Capital of Texas Highway, Building 11-300,Austin,TX 78759("ESO")and Orange County Emergency Services("Customer")having its principal place of business at 510 Meadowland Drive,Hillsborough,NC 27278.This Agreement consists of the General Terms&Conditions below and any Addenda(as defined below)executed by the parties,including any attachments to such Addenda. The parties have agreed that ESO will provide Customer with certain technology products and/or services and that Customer will pay to 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 set forth in the pages that follow. GENERAL TERMS AND CONDITIONS 1. DEFINITIONS.Capitalized terms not otherwise defined in this 1.11. `Protected Health Information"or"PHI"shall have the Agreement shall have the meanings below: meaning set forth in HIPAA.All references herein to PHI shall be construed to include electronic PHI,or ePHI,as 1.1. "Add-On Software"means any complementary software that term is defined by HIPAA. components or reporting service(s)that ESO makes available to customer through its Licensed Software, 1.12. "Reporting Services"means collectively the different Tnteroperability Software or SaaS. programs or tools ESO provides for Customer to generate compilations of data,including but not limited to ad-hoc 1.2. "Addendum"or"Addenda'means a writing addressing an reports,analytics,benchmarking or any other reporting tool order of a specific set of products or services executed by provided through the Software. authorized representatives of each party.An Addendum may be(a)a Software Schedule(see Exhibit Al—A4),(b)a 1.13. "SaaS"means software-as-a-service that ESO hosts Statement of Work,or(c)another writing the parties intend (directly or indirectly)for Customer's use.For the to be incorporated by reference into this Agreement. avoidance of doubt,SaaS does not include Licensed Software,but does include Add-on Software and 1.3. "Customer Data"means data in electronic form managed or Interoperability Software. stored by ESO,which is entered into or transmitted through the Software. 1.14. "Software"means any computer program,programming or modules specified in each Software Schedule or SOW.For 1.4. "Deliverable"means software,report,or other work product the avoidance of doubt,Add-on Software,SaaS; created pursuant to a Statement of Work. Interoperability Software;and Licensed Software shall collectively be referred to as Software. 1.5. `Documentation"means user guides,operating manuals, and specifications regarding the Software covered by this 1.15. "Software Schedule"refers to an Addendum in which Agreement. Customer has ordered either Add-on Software,Licensed Software,Interoperability Software or SaaS,collectively Software.See Exhibits Al—A4. 1.6. "Feedback"refers to any suggestion or idea for improving or otherwise modifying ESO's products or services. 1.16. "Statement of Work"or`SOW"refers to an Addendum in which Customer has ordered Professional Services or a 1.7. "Intellectual Property"means trade secrets,copyrightable Deliverable from ESO. subject matter,patents,and patent applications and other proprietary information,activities,and any ideas,concepts, innovations,inventions and designs. 1.17. "Support Services"means those services described in Exhibit B. 1.8. "Interoperability Software"means software-as-a-service that ESO hosts(directly or indirectly)for Customer to 1.18. "User"means any individual who uses the Software on exchange healthcare data with others.Some of ESO's Customer's behalf or through Customer's account or Reporting Services may be made available to Customer via passwords,whether authorized or not. the Interoperability Software.For the avoidance of doubt, lnteroperability Software does not include Add-on Software,Licensed Software or SaaS. 2. SOFTWARE SCHEDULES.During the Term of this 1.9. "Licensed Software"means on premise software that ESO Agreement,Customer may order Software from ESO by signing provides to Customer for its reproduction and use.For the a Software Schedule. Customer's license to Licensed Software avoidance of doubt,Licensed Software does not include and its subscription to SaaS are set forth below.Each such Add-on Software,Interoperability Software or SaaS. Software Schedule,Exhibits A-1,A-2,A-3,and A-4,are incorporated herein by reference. 1.10. "Professional Services"means professional services that a Statement of Work calls on ESO to provide. 3. LICENSE/SUBSCRIPTION TO SOFTWARE ESO—MSLA v.20170519 Confidential&Proprietary Page 1 DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E 3.1. Grant of License.In the case of Licensed Software,during Software.ESO shall be responsible for hosting and the Term of this Agreement ESO hereby grants Customer a managing the SaaS. limited,non-exclusive,non-transferable,non-assignable, revocable license to copy and use the Licensed Software,in 4.2. Service Level Agreement.No credits shall be given in the such quantities as are set forth on the applicable Software event Customer's access to SaaS is delayed,impaired or Schedule and as necessary for Customer's internal business otherwise disrupted(collectively,an"Outage").If such purposes;provided that,Customer complies with the Outage,excluding Scheduled Downtime(as defined below), Restrictions on Use(Section 3.3)and other limitations and results in the service level uptime falling below 99%for one obligations contained in this Agreement.Such internal month(collectively,"Uptime Commitment"),then business purposes do not include reproduction or use by any Customer shall have the option to immediately terminate parent,subsidiary,or affiliate of Customer,or any other this Agreement;and ESO will refund any prepaid,unearned third party,and Customer shall not permit any such use. Fees to Customer.To the extent allowed by law,this is Customer's sole remedy for ESO's breach of the Uptime 3.2. Grant of Subscription.In the case of SaaS,during the term Commitment. of this Agreement Customer may access and use the SaaS, in such quantities as are set forth on the applicable Software 4.3. Scheduled Downtime. In the event ESO determines that it Schedule;provided that,Customer complies with the is necessary to intentionally interrupt the SaaS or that there Restrictions on Use(Section 3.3)and other limitations is a potential for the SaaS to be interrupted for the contained in this Agreement. performance of system maintenance(collectively, "Scheduled Downtime"),ESO will use good-faith efforts to 3.3. Restrictions on Use.Except as provided in this Agreement notify Customer of such Scheduled Downtime at least 72 or as otherwise authorized by ESO,Customer has no right hours in advance and will ensure Scheduled Downtime to:(a)decompile,reverse engineer,disassemble,print,copy occurs during non-peak hours(midnight to 6 a.m.Central or display the Software or otherwise reduce the Software to Time). Scheduled Downtime shall not constitute a failure a human perceivable form in whole or in part;(b)publish, of performance by ESO,provided the Scheduled Downtime release,rent,lease,loan,sell,distribute or transfer the does not result in the service level uptime falling below Software to another person or entity;(c)reproduce the 97%for one month. Software for the use or benefit of anyone other than Customer;(d)alter,modify or create derivative works based 4.4. Support and Updates. During the Term of this Agreement, upon the Software either in whole or in part;or(e)use or ESO shall provide to Customer the Support Services,in permit the use of the Software for commercial time-sharing accordance with Exhibit B.Exhibit B is incorporated herein arrangements or providing service bureau,data processing, by reference. rental,or other services to any third party.The rights granted under the provisions of this Agreement do not constitute a sale of the Software.ESO retains all right,title, 5. FEES and interest in and to the Software,including without limitation all software used to provide the Software and all 5.1. Compensation. The maximum amount payable under this graphics,user interfaces,logos and trademarks reproduced agreement shall not exceed FORTY-SEVEN THOUSAND, through the Software,except to the limited extent set forth FIVE HUNDRED AND SEVENTY-TWO DOLLARS in this Agreement.This Agreement does not grant AND FIFTY CENTS($47,572.50). This amount shall not Customer any intellectual property rights in the Software or be exceeded without a written amendment duly executed by any of its components,except to the limited extent that this authorized representatives of both parties. Agreement specifically sets forth Customer's rights to access,use,or copy the Software during the Term of this 5.2. Fees.in consideration of the rights granted and except in the Agreement.Customer recognizes that the Software and its event there is a Third-Party Payer(as defined below), components are protected by copyright and other laws. Customer agrees to pay ESO the fees for the Software and/or Professional Services as set forth in the Software 3.4. Delivery.In the case of Licensed Software,ESO shall Schedule(s)or SOW(s)(collectively,"Fees")up to the provide the Licensed Software to Customer through a amount in Section 5.1.Except as provided in Section 4.2, reasonable system of electronic download.In the case of the Fees are non-cancelable and non-refundable.Customer SaaS,ESO shall grant Customer access to SaaS promptly shall pay all invoices within thirty(30)days of receipt.In after the Effective Date. the event a third-party is paying some or all of the Fees on behalf of Customer("Third-Party Payer"),the Software 3.5. Third-Party Software.Software may incorporate software Schedule will state that payment obligation.The parties ft and other technology owned and controlled by third parties agree that Customer may replace the Third-Party Payer by ("Third-Party Software"). ESO is licensed to sublicense submitting to ESO written notice memorializing the change. and distribute Third-Party Software.All Third-Party However,no such change shall be made until the then- Software falls under the scope of this Agreement. current Term's renewal.Moreover,Customer is responsible Moreover,ESO neither accepts liability,nor warrants the for payment in the event the Third-Party Payer does not pay functionality,reliability or accuracy of Third-Party the Fees and Customer continues using the Software.For Software,including but not limited to third-party mapping the avoidance of doubt,any such Addenda will become part applications. of this Agreement. 4. HOSTING,SLA&SUPPORT SERVICES 5.3. Appropriation of Funds. ESO acknowledges that Customer is a governmental entity,and the validity 4.1. Hosting&Management.Customer shall be solely of this Agreement is based upon the availability of responsible for hosting and managing the Licensed public funding under the authority of its statutory mandate. DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E In the event that public funds are unavailable and not 6.4.3. Termination of this Agreement is without prejudice appropriated for the performance of Customer's to any other right or remedy of the parties and shall obligations under this Agreement,then this not release either party from any liability(a)which Agreement shall automatically expire without at the time of termination,has already accrued to penalty to Customer immediately upon written notice the other party,(b)which may accrue in respect of any act or omission prior to termination,or(c)from to ESO of the unavailability and non-appropriation of any obligation which is intended to survive public funds.It is expressly agreed that Customer termination. shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of 6.5. Delivery of Data. Upon the expiration or termination of this Agreement,but only as an emergency fiscal this Agreement,ESO will provide Customer access to measure during a substantial fiscal crisis. Customer Data in either,at Customer's request,searchable Portable Document Format or XML format file within a In the event of a change in the Customer's statutory reasonable time frame thereafter.After Customer authority,mandate and/or mandated functions,by acknowledges receipt of Customer Data,ESO is under no obligation to retain Customer Data more than one(1)year state and/or federal legislative or regulatory action, after expiration or termination of this Agreement. which adversely affects Customer's authority to continue its obligations under this Agreement,then 7. REPRESENTATIONS AND WARRANTIES this Agreement shall automatically terminate without penalty to Customer upon written notice to ESO of 7.1. Material Performance of Software.ESO warrants and such limitation or change in Customer's legal represents that the Software will materially perform in authority. accordance with the Documentation provided by ESO,if any. 6. TERM AND TERMINATION 7.2. Warranty of Services.ESO wan-ants that its personnel are 6.1. Term.The term of this Agreement(the"Term")shall adequately trained and competent to perform Professional commence on the Effective Date and continue for the period Services and/or Support Services and that each will be set forth in the applicable Software Schedule or,if none,for performed in a professional and workmanlike manner. one year.Thereafter,the Agreement and associated pricing may be renegotiated and renewed upon mutual written 7.3. Due Authority.Each party's execution,delivery and consent of the parties.The license period or subscription performance of this Agreement and each agreement or period shall begin on the date specified in the applicable instrument contemplated by this Agreement has been duly Software Schedule,and this Agreement shall automatically authorized by all necessary corporate or government action. be extended to ensure that the contract Term is coterminous with the subscription period or license period,as applicable. 7.4. Customer Cooperation.Customer agrees to reasonably and timely cooperate with ESO,including but not limited to 6.2. Termination for Cause.Either party may terminate this providing ESO with reasonable access to its equipment, Agreement or any individual Software Schedule for the software,data and using current operating system(s). other party's material breach by providing written notice. The breaching party shall have fifteen days from receipt to 8. DISCLAIMER OF WARRANTIES.EXCEPT AS cure such breach to the reasonable satisfaction of the non- OTHERWISE PROVIDED IN SECTION 7,ESO HEREBY breaching party,except for a breach of Section 4.2 where DISCLAIMS ALL WARRANTIES,EXPRESS OR IMPLIED, termination may be immediate. INCLUDING,WITHOUT LIMITATION,ALL IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A 6.3. Bankruptcy/Insolvency.This Agreement and any applicable PARTICULAR PURPOSE,PERFORMANCE,SUITABILITY, Software Schedule maybe terminated immediately upon the TITLE,NON-INFRINGEMENT,OR ANY IMPLIED following:(a)the institution of insolvency,receivership or WARRANTY ARISING FROM STATUTE,COURSE OF bankruptcy proceedings or any other proceedings for the DEALING,COURSE OF PERFORMANCE,OR USAGE OF settlement of debts of the other party;(b)the making of an TRADE.WITHOUT LIMITING THE GENERALITY OF THE assignment for the benefit of creditors by the other party;or FOREGOING:(a)ESO DOES NOT REPRESENT OR (c)the dissolution of the other party. WARRANT THAT THE SOFTWARE WILL PERFORM WITHOUT INTERRUPTION OR ERROR;AND(b)ESO 6.4. Effect of Termination. DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE IS SECURE FROM HACKING OR OTHER 6.4.1. If Customer terminates this Agreement or any UNAUTHORIZED INTRUSION OR THAT CUSTOMER Software Schedule as a result of ESO's breach,then DATA WILL REMAIN PRIVATE OR SECURE.CUSTOMER to the extent that Customer has prepaid any Fees, THEREFORE ACCEPTS THE SOFTWARE"AS-IS"AND"AS ESO shall refund to Customer any prepaid Fees on a AVAILABLE." pro-rata basis to the extent such Fees are attributable to the period after the termination date. 9. CONFIDENTIALITY 6.4.2. Upon termination of this Agreement or any 9.1. "Confidential Information"refers to the following items:(a) Software Schedule,Customer shall cease all use of any document marked"Confidential";(b)any information the Software and delete,destroy or return all copies orally designated as"Confidential"at the time of disclosure, of the Documentation and Licensed Software in its provided the disclosing party confirms such designation in possession or control,except as required by law. writing within five(5)business days;(c)the Software and DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E Documentation,whether or not designated confidential;and solely for the purpose of completing its review and approval (d)any other nonpublic,sensitive information reasonably processes under its local rules,if applicable. considered a trade secret or otherwise confidential. Notwithstanding the foregoing,Confidential Information 10. INSURANCE.Throughout the term of this Agreement,and for a does not include information that:(i)is in the other party's period of at least three(3)years thereafter for any insurance possession at the time of disclosure;(ii)is independently written on a claims-made form,ESO shall maintain in effect the developed without use of or reference to Confidential insurance coverage described below: Information;(iii)becomes known publicly,before or after disclosure,other than as a result of a party's improper action or inaction;(iv)is approved for release in writing by 10.1. Commercial general liability insurance with a minimum of the disclosing party;(v)is required to be disclosed by law; $1 million per occurrence and$1 million aggregate; or(vi)PHI,which shall be governed by the Business Associate Agreement rather than this Section. 10.2. Commercial automobile liability insurance covering use of all non-owned and hired automobiles with a minimum limit 9.2. Nondisclosure.The parties shall not use Confidential of$1 million for bodily injury and property damage Information for any purpose other than to fulfill the terms of liability; this Agreement(the"Purpose").Each party:(a)shall ensure that its employees or contractors are bound by 10.3. Worker's compensation insurance and employer's liability confidentiality obligations no less restrictive than those insurance or any alternative plan or coverage as permitted contained herein and(b)shall not disclose Confidential or required by applicable law,with a minimum employer's Information to any other third party without prior written liability limit of$1 million each accident or disease;and consent from the disclosing party.Without limiting the generality of the foregoing,the receiving party shall protect 10.4. Computer processor/computer professional liability Confidential Information with the same degree of care it insurance("Technology Errors and Omissions")covering uses to protect its own confidential information of similar the liability for financial loss due to error,omission or nature and importance,but with no less than reasonable negligence of ESO,and Privacy and Network Security care.A receiving party shall promptly notify the disclosing insurance("Cyber")covering losses arising from a party of any misuse or misappropriation of Confidential disclosure of confidential information,with a combined Information of which it is aware. aggregate amount of$5 million. 9.3. Disclosure of ESO's Security Policies.Customer 11. INDEMNIFICATION acknowledges that any information provided by ESO pertaining to ESO's security controls,policies,procedures, 11.1. IP Infringement.ESO shall defend and indemnify Customer audits,or other information concerning ESO's internal from any damages,costs,liabilities,expenses(including security posture are considered Confidential Information reasonable and actual attorney's fees)("Damages")actually and shall be treated by Customer in accordance with the incurred or finally adjudicated as to any third-party claim or terms and conditions of this Agreement. action alleging that the Software delivered pursuant to this Agreement infringe or misappropriate any third party's 9.4. Injunction.Omitted. patent,copyright,trade secret,or other intellectual property rights enforceable in the applicable jurisdiction(each an 9.5. Termination&Return.With respect to each item of "Indemnified Claim").if an Indemnified Claim under this Confidential Information,the obligations of nondisclosure Section occurs or if ESO determines that an Indemnified will terminate three(3)years after the date of disclosure; Claim is likely to occur,ESO shall at its option:(a)obtain a provided that,such obligations related to Confidential right for Customer to continue using such Software;(b) Information constituting ESO's trade secrets shall continue modify such Software to make it a non-infringing so long as such information remains subject to trade secret equivalent or(c)replace such Software with a non- protection pursuant to applicable law.Upon termination of infringing equivalent.If(a),(b),or(c)above are not this Agreement,a party shall return all copies of reasonably available,either party may,at its option, Confidential Information to the other or certify,in writing, terminate this Agreement and/or relevant Software the destruction thereof. Schedule.ESO will refund any pre-paid Fees on a pro-rata basis for the allegedly infringing Software provided. 9.6. Retention of Rights.This Agreement does not transfer Notwithstanding the foregoing,ESO shall have no ownership of Confidential Information or grant a license obligation hereunder for any claim resulting or arising from thereto. (x)Customer's breach of this Agreement;(y)modifications made to the Software that were not performed or provided by or on behalf of ESO or(z)the combination,operation or 9.7. Open Records and Other Laws.Notwithstanding anything use by Customer or anyone acting on Customer's behalf of in this Section to the contrary,the parties expressly the Software in connection with a third-party product or acknowledge that Confidential Information may be service(the combination of which causes the infringement). disclosed if such Confidential Information is required to be To the extent allowed by law,this Section 11 states ESO's disclosed by law,a lawful public records request,or judicial sole obligation and liability,and Customer's sole remedy, order,provided that prior to such disclosure,written notice for potential or actual intellectual property infringement by of such required disclosure shall be given promptly and the Software. 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 1 1.2. Indemnification Procedures. Notwithstanding the party shall reasonably cooperate in this effort.In addition, following,in no circumstance will the Customer indemnify Customer may disclose the contents of this Agreement ESO. Upon becoming aware of any matter which is subject to the provisions of Sections 11.1 (a"Claim"),the party seeking indemnification(the"Indemnified Party")must DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E give prompt written notice of such Claim to the other party MODIFIED,BUT ONLY TO THE EXTENT SO AS TO (the"Indemnifying Party"),accompanied by copies of any MAKE THE LIMITATION PERMITTED TO THE written documentation regarding the Claim received by the FULLEST EXTENT POSSIBLE UNDER SUCH LAW. Indemnified Party. The Indemnifying Party shall THE PARTIES AGREE THAT THE LIMITATIONS SET compromise or defend,at its own expense and with its own FORTH HEREIN ARE AGREED ALLOCATIONS OF counsel,any such Claim. The Indemnified Party will have RISK CONSTITUTING IN PART THE the right,at its option,to participate in the settlement or CONSIDERATION FOR ESO'S SOFTWARE AND defense of any such Claim,with its own counsel and at its SERVICES TO CUSTOMER,AND SUCH own expense;provided,however,that the Indemnifying LIMITATIONS WILL APPLY NOTWITHSTANDING Party will have the right to control such settlement or THE FAILURE OF THE ESSENTIAL PURPOSES OF defense. The Indemnifying Party will not enter into any ANY LIMITED REMEDY AND EVEN IF A PARTY settlement that imposes any liability or obligation on the HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH Indemnified Party without the Indemnified Party's prior LIABILITIES. written consent. The parties will cooperate in any such settlement or defense and give each other full access to all 12.5. THIS SECTION 12 SHALL SURVIVE EXPIRATION OR relevant information,at the Indemnifying Party's expense. TERMINATION OF THE AGREEMENT. 12. LIMITATION OF LIABILITY 13. CUSTOMER DATA&PRIVACY 12.1. LIMITATION OF DAMAGES.TO THE EXTENT 13.1. Ownership of Data&Reports.As between ESO and ALLOWED BY APPLICABLE LAW,UNDER NO Customer,all Customer Data shall be owned by Customer. CIRCUMSTANCES SHALL ESO OR CUSTOMER BE Without limiting the foregoing,ESO will own all right,title LIABLE FOR ANY CONSEQUENTIAL,INDIRECT, and interest in all Intellectual Property in any aggregated SPECIAL,PUNITIVE OR INCIDENTAL DAMAGES, and de-identified reports,summaries,compilations,analysis INCLUDING CLAIMS FOR DAMAGES FOR LOST or other information made available through ESO's PROFITS,GOODWILL,USE OF MONEY, Reporting Services.If subscribed to by Customer,ESO INTERRUPTED OR IMPAIRED USE OF THE grants to Customer a limited,non-exclusive license to use SOFTWARE,AVAILABILITY OF DATA,STOPPAGE its Reporting Services for Customer's internal purposes OF WORK OR IMPAIRMENT OF OTHER ASSETS. only during the Term of this Agreement.ESO will make available data,in a reasonable format,for Customer's 12.2. LIMITATION OF LIABILITY.WITH THE backup and research capability. Except for those EXCEPTION OF SECTION 12.3(EXCEPTIONS TO THE reasonably required by the Customer's ordinary course of LIMITATION OF LIABILITY)AND TO THE EXTENT business(for instance,Customer's billing company to the ALLOWED BY APPLICABLE LAW,ESO'S MAXIMUM extent required to perform billing services for Customer), AGGREGATE LIABILITY FOR ALL CLAIMS OF no other third party shall rely on ESO's Reporting Services LIABILITY ARISING OUT OF OR IN CONNECTION or the contents thereof.ESO disclaims all liability for any WITH THIS AGREEMENT,SHALL NOT EXCEED THE damages related thereto.Customer acknowledges and FEES PAID BY CUSTOMER OR ON BEHALF OF agrees that any such license expires upon the expiration or CUSTOMER IN THE CASE OF A THIRD-PARTY termination of the applicable Software Schedule granting a PAYER UNDER THE APPLICABLE SOFTWARE license to ESO's Reporting Services. SCHEDULE OR SOW GIVING RISE TO THE CLAIM WITHIN THE PRECEDING 12-MONTH PERIOD. 13.2. Use of Customer Data.Unless it receives Customer's prior written consent,ESO:(a)shall not access,process,or 12.3. EXCEPTIONS TO LIMITATION OF LIABILITY.TO otherwise use Customer Data;and(b)shall not intentionally THE EXTENT ALLOWED BY LAW AND grant any third-party access to Customer Data,including NOTWITHSTANDING SECTION 12.2,A PARTY'S without limitation ESO's other customers,except LIABILITY FOR CLAIMS INVOLVING A PARTY'S subcontractors that are subject to a reasonable nondisclosure INDEMNIFICATION OBLIGATIONS UNDER SECTION agreement or authorized participants in the case of 11,SHALL BE LIMITED TO$250,000.IN ADDITION, Intcroperability Software.Notwithstanding the foregoing, AND NOTWITHSTANDING SECTION 12.2,A ESO may use and disclose Customer Data to fulfill its PARTY'S LIABILITY SHALL BE LIMITED TO THE obligations under this Agreement or as required by AMOUNT OF INSURANCE COVERAGE REQUIRED applicable law or by proper legal or governmental authority. BY SECTION 10 FOR THE FOLLOWING TYPES OF ESO shall give Customer prompt notice of any such legal or CLAIMS:(I)CLAIMS ARISING FROM A PARTY'S governmental demand and reasonably cooperate with GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; Customer in any effort to seek a protective order or AND (II)CLAIMS ARISING FROM A BREACH OF otherwise to contest such required disclosure,at Customer's CONFIDENTIAL INFORMATION,INCLUDING A expense. BREACH OF PROTECTED HEALTH INFORMATION. 13.3. Anonymized Data.Notwithstanding any provision herein, 12.4. TO THE EXTENT ALLOWED BY APPLICABLE LAW, ESO may use,reproduce,license,or otherwise exploit THE FOREGOING LIMITATIONS,EXCLUSIONS, Anonymized Data;provided that Anonymized Data does DISCLAIMERS SHALL APPLY REGARDLESS OF not contain and is not PHI.("Anonymized Data"refers to WHETHER THE CLAIM FOR SUCH DAMAGES IS Customer Data with the following removed:personally BASED IN CONTRACT,WARRANTY,STRICT identifiable information and the names and addresses of LIABILITY,NEGLIGENCE,TORT OR OTHERWISE. Customer and any of its Users and/or Customer's clients.) INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION HEREIN,THE PARTIES AGREE THAT 13.4. Risk of Exposure.Customer recognizes and agrees that SUCH LIMITATION SHALL BE AUTOMATICALLY hosting data online involves risks of unauthorized DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E disclosure and that,in accessing and using the SaaS, Data(including PHI)entered,uploaded or disclosed Customer assumes such risks.Customer has sole through the Software. responsibility for obtaining,maintaining,and securing its connections to the Internet.ESO makes no representations 16.2. Customer is solely responsible for any decisions or actions to Customer regarding the reliability,performance or taken involving patient care or patient care management, security of any network or provider. whether those decisions or actions were made or taken using information received through the Software. 14. FEEDBACK RIGHTS&WORK PRODUCT 17. MISCELLANEOUS 14.1. Feedback Rights.ESO does not agree to treat as confidential any Feedback that Customer provides to ESO. 17.1. Independent Contractors.The parties are independent Nothing in this Agreement will restrict ESO's right to use, contractors.Neither party is the agent of the other,and profit from,disclose,publish,keep secret,or otherwise neither may make commitments on the other's behalf.The exploit Feedback,without compensation or crediting parties agree that no ESO employee or contractor is or will Customer.Feedback will not constitute Confidential be considered an employee of Customer. Information,even if it would otherwise qualify as such pursuant to Section 9(Confidential Information). 17.2. Notices.Notices provided under this Agreement must be in writing and delivered by(a)certified mail,return receipt 14.2. Work Product Ownership.To the extent allowed by law and requested to a party's principal place of business as forth in in compliance with the North Carolina Public Records Law, the recitals on page 1 of this Agreement,(b)hand delivered, in the event Customer hires ESO to perform Professional (c)facsimile with receipt of a"Transmission Confirmed" Services,ESO alone shall hold all right,title,and interest to acknowledgment,(d)e-mail,or(e)delivery by a reputable all proprietary and intellectual property rights of the overnight carrier service.In the case of delivery by Deliverables(including,without limitation,patents,trade facsimile or e-mail,the notice must be followed by a copy secrets,copyrights,and trademarks),as well as title to any of the notice being delivered by a means provided in(a),(b) copy of software made by or for Customer(if applicable). or(e). The notice will be deemed given on the day the Customer hereby explicitly acknowledges and agrees that notice is received. nothing in this Agreement or a separate SOW gives the Customer any right,title,or interest to the intellectual property or proprietary know-how of the Deliverables. 17.3. Merger Clause. In entering into this Agreement,neither Notwithstanding the foregoing,nothing in this Section 14.2 party is relying upon any representations or statements of shall grant to ESO any ownership in any form of Customer the other that are not fully expressed in this Agreement Data or reports generated from such Customer Data. rather each party is relying on its own judgment and due diligence and expressly disclaims reliance upon any representations or statement not expressly set forth in this 15. GOVERNMENT PROVISIONS Agreement.In the event the Customer issues a purchase order,letter or any other document addressing the Software 15.1. Compliance with Laws. Both parties shall comply with and or Services to be provided and performed pursuant to this give all notices required by all applicable federal,state and Agreement,it is hereby specifically agreed and understood local laws,ordinances,rules,regulations and lawful orders that any such writing is for the Customer's internal of any public authority bearing on the performance of this purposes only,and that any terms,provisions,and Agreement. conditions contained therein shall in no way modify this Agreement. 15.2. Business Associate Addendum.The parties agree to the terms of the Business Associate Addendum attached hereto 17.4. Severability.To the extent permitted by applicable law,the as Exhibit C and incorporated herein by reference. parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise 15.3. Equal Opportunity.The parties shall abide by the unenforceable in any respect.If a provision of this requirements of 41 CFR 60-1.4(a),60-300.5(a)and 60- Agreement is held to be invalid or otherwise unenforceable, 741.5(a),and the posting requirements of 29 CFR Part 471, such provision will be interpreted to fulfill its intended appendix A to subpart A,if applicable.These regulations purpose to the maximum extent permitted by applicable prohibit discrimination against qualified individuals based law,and the remaining provisions of this Agreement will on their status as protected veterans or individuals with continue in full force and effect. disabilities,and prohibit discrimination against all individuals based on their race,color,religion,sex,sexual 17.5. Assignment&Successors.Neither party may assign, orientation,gender identity or national origin. subcontract,delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder,nor may it 15.4. Excluded Parties List.ESO agrees to immediately report to contract with third parties to perform any of its obligations Customer if an employee or contractor is listed by a federal hereunder except as contemplated in this Agreement, agency as debarred,excluded or otherwise ineligible for without the other party's prior written consent. Except that participation in federally funded health care programs. either party may,without the prior consent of the other, assign all its rights under this Agreement to(i)a purchaser 16. PHI ACCURACY&COMPLETENESS of all or substantially all assets related to this Agreement,or (ii)a third party participating in a merger,acquisition,sale of assets or other corporate reorganization in which either 16.1. ESO provides the Software to allow Customer(and its party is participating(collectively,a"Change in Control"); respective Users)to enter,document,and disclose Customer provided however,that the non-assigning party is given Data,and as such,ESO gives no representations or notice of the Change in Control. guarantees about the accuracy or completeness of Customer DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E 17.6. Modifications and Amendments.This Agreement may not 17.14. Venue.The parties agree that any Dispute shall be brought be amended except through a written agreement signed by exclusively in the state or federal courts located in Orange authorized representatives of each party. County,North Carolina 17.7. Force Majeure.No delay,failure,or default,other than a 17.15. Bench Trial.The parties agree to waive,to the maximum failure to pay Fees when due,will constitute a breach of this extent permitted by law,any right to a jury trial with respect Agreement to the extent caused by acts of war,terrorism, to any Dispute. hurricanes,earthquakes,other acts of God or of nature, strikes or other labor disputes,riots or other acts of civil 17.16. No Class Actions.Omitted. disorder,embargoes,or other causes beyond the performing party's reasonable control(collectively,"Force Majeure"). In such event,however,the delayed party must promptly 17.17. Limitation Period.Omitted. provide the other party notice of the Force Majeure.The delayed party's time for performance will be excused for 17.18. Dispute Resolution.Customer and ESO will attempt to the duration of the Force Majeure,but if the event last resolve any Dispute through negotiation or by utilizing a longer than thirty(30)days,the other party may mediator agreed to by the parties,rather than through immediately terminate the applicable. litigation.Negotiations and mediations will be treated as confidential.If the parties are unable to reach a resolution 17.8. NEMSIS.ESO's SaaS Software,where applicable,is within thirty(30)days of notice of the Dispute to the other NEMSIS v3 compliant.ESO shall make its best reasonable party,the parties may pursue all other courses of action commercial efforts to maintain NEMSIS compliance within available at law or in equity. applicable mandated deadlines as future versions are released.Should ESO breach the terms of this Section 17.8 17.19. Technology Export.Customer shall not:(a)permit any third "NEMSIS",Customer's sole remedy shall be the option to party to access or use the Software in violation of any U.S. immediately terminate this Agreement,and ESO will refund law or regulation;or(b)export any software provided by any prepaid,unearned Fees to Customer. ESO or otherwise remove it from the United States except in compliance with all applicable U.S.laws and regulations. 17.9. Marketing.Omitted. 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 17.10. Waiver&Breach.Neither party will be deemed to have a United States embargo(as of the Effective Date-Cuba, waived any of its rights under this Agreement unless it is an Iran,North Korea,Sudan,and Syria). explicit written waiver made by an authorized representative.No waiver of a breach of this Agreement will constitute a waiver of any other breach of this 17.20. Order of Precedence.hi the event of any conflict between Agreement. this Agreement,Addenda or other attachments incorporated herein,the following order of precedence will govern:(1) Exhibit X,the County Terms,(2)the General Terms and 17.11. Survival of Terms.Unless otherwise stated,all of ESO's Conditions;(3)any Business Associate Agreement;(4)the and Customer's respective obligations,representations and applicable Software Schedule or SOW,with most recent warranties under this Agreement which are not,by the Software Schedule or SOW taking precedence over earlier expressed terms of this Agreement,fully to be performed ones,(4)the implementation plans attached as Exhibits E while this Agreement is in effect shall survive the and F to this Agreement;and(5)any ESO policy posted termination of this Agreement. online,including without limitation its privacy policy.No amendments incorporated into this Agreement after 17.12. Ambiguous Terms.This Agreement will not be construed execution of the General Terms and Conditions will amend against any party by reason of its preparation. such General Terms and Conditions unless it specifically states its intent to do so and cites the section or sections 17.13. Governing Law.This Agreement,any related Addenda,and amended. any CLAIM,DISPUTE,OR CONTROVERSY (WHETHER IN CONTRACT,TORT,OR OTHERWISE, 17.21. Counterparts.This Agreement may be executed in one or INCLUDING STATUTORY,CONSUMER more counterparts.Each counterpart will be an original,and PROTECTION,COMMON LAW,INTENTIONAL TORT all such counterparts will constitute a single instrument. AND EQUITABLE CLAIMS)BETWEEN CUSTOMER AND ESO,including their affiliates,contractors,and 17.22. Signatures. This Agreement together with any agents,and each of their respective employees,directors, amendments or modifications may be executed and officers(a"Dispute")will be governed by the laws of electronically. All electronic signatures affixed hereto the State of North Carolina,without regard to conflicts of evidence the consent of the Parties to utilize electronic law• signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date. Customer Dousigned X.SO Solutions,Inc. G IA& c §tiltzFaa6 DocuSigned by: bbV lc 4 �N J /l [ Qnue5E477-- Chris Dillie Bonnie Hammersley [Printed Name] [Printed Name] President and CEO County Manager [Title] [Title] DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E EXHIBIT A-1 SAAS SOFTWARE SCHEDULE (Applications-ESO EHR,ESO Fire,ESO PM) 1. The General Terms&Conditions are incorporated herein by reference.The SaaS subscription term shall begin when Customer software is capable of functional usage in a live'environment("SaaS Subscription Start Date").Customer shall be deemed to have accepted the SaaS on the SaaS Subscription Start Date.The parties will make reasonable efforts to ensure that Customer is live on the SaaS as quickly as possible,and in no event will the SaaS Subscription Start Date be modified for implementation delays. 2. The following SaaS may be ordered under this Exhibit: 2.1. ESO Electronic Health Record("EHR")is a SaaS software application for prehospital patient documentation 2.2. ESO Personnel Management("PM")is a SaaS software application for tracking personnel records,training courses and education history 2.3. ESO Fire is a SaaS software application for NFIRS reporting 3. Third-Party Payer is responsible for the following products and Fees: N/A 4. Customer hereb a_rees to tinsel sa for the followin_ ,roducts according to the schedule below: tU .dn.."..III t :::, ° r EHE Cu:te dDl k Annual subscription amours-Incluc s Quaky Management,Ad Hoc.lrlepr „ c Anazhtics Parent Tracker Ar^aaw�s Hr us^,Iiirr did users unilmlt`ed mobile�app%leata sw lw obr e I2 .r20- R 00 3,034 GO 47,:158 20 1 b,a�r6]gala sup,l^ort,,state arid federal..data recurring,,ongoing weekly web lemons tree regional use Sidling Standard Idse Charge'fps interface aso 634;1;Sang..Anima recurring cost-Mous foor orutegra/on interface 112,,500- f,.00 1795.00 SO 410 ot'dnsrretas lePOR data into gird-party t ong suluare Ongoing marnrntenanee included 15,000 Incidents tl 2,500 e gra Lrur Ann val recurring r:wJ Ar cuwws for integration or CAD data,hire EHP,mobile arid es-b CAD Integration I5 d00 I.d0 $29950 X2.635 50 incidents amok/cat/on.Ongoing maintenance preluded Carat MOITIOr 12,500 'I 5s, 4g 1.00 t29/50'd '1.1665 50 Anr�uai Recurring Cosi-rlrl�mr'Il,ed c,asdrac monitors altoerors fax import of cardiac. tnr_udents monitor.eta rwua local or cloud'integrations Dairy Data Esckup 1.00 1 5'0'1 0 $695 Sett Ana/air recissrung fees dart'data backup Training-ERR, 3.t t io.00 2.865w013 flrne-time.cost-Irrciinudes online Adniriuc^,and conlirgsuaratwaan training,and onside training Treating TratPeV .Su: $0.00 $1,,b00 00 One-Tonie Fee Training fraxisi expenses Costs E,1M Fwli Price 1372,455 Sum of Discounts "7,5 711 ,uT Grand To-;tai $26„697 d"a70 5. All the Fees above will be invoiced by ESO as follows: 5.1. For the avoidance of doubt,ESO includes state data reporting at no additional cost. 5.2. Training and Training Travel Fees shall be invoiced on the Effective Date,as well as 50%of the remaining Grand Total. 5.3. During the first year,the remaining 50%of the recurring Fees shall be invoiced on the SaaS Subscription Start Date. 5.4. During any renewal years thereafter, 100%of the Fees shall due on the anniversary of the SaaS Subscription Start Date. DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E EXHIBIT A-2 LICENSED SOFTWARE SCHEDULE (Applications—ESO Billing,ESO Dispatch) 1. The General Terms&Conditions are incorporated herein by reference.The Licensed Software term shall begin the earlier of ninety(90) calendar day after the Effective Date or the first day the Licensed Software is used in production mode("Activation Date").Customer shall be deemed to have accepted the Licensed Software on the Activation Date.The parties will make reasonable efforts to ensure that Customer is live on the Licensed Software as quickly as possible,and in no event will the Activation Date be modified for implementation delays. 2. The following Licensed Software may be ordered under this Exhibit: 2.1. ESO Billing is on premise software for EMS billing Ogg://www.esosolutions.com/software/billing). 2.2. ESO Dispatch is on premise software for medical dispatch and transports(htgE//www.esosolutions.comtroftware/diggitch). 3. Third-Party Payer is responsible for the following products and Fees: N/A 4. Customer hereby agrees to timely pay for the following products according to the schedule below: °'-. 1N rlg Billing wenty eIPC . impOrl Module i0,00C1-. 1.00 51.295.03 ki C9w(3',97n Charge for fie Biltiang interlace to ESO EBB_ 30,00.0 C:lears.. Annual nscurr!rig coei,_&ailwvnre mnclydne,icunlarmm tsd user licenses,support scow•. ae Billing&A ware,10 0 r 1!00 1,009.ri V21,8951..50 updates and maintenance.,fltutarmatied ePC 6 nnpma t,mileage verification esle. alo 15„000 1 llelmumra aulcma led Bash p.rratiaig and auto crosswalk aarxi,r,eportag tool comes standard. Daring-BIll' g .3..00 $0.00 $2,085.00 1;3mme-trite cxrrl.3 dssy:s at online traamM~nin g.. Fu;11 Frle r 5,5555.0B .!Sam of Diacnuurmte 1132,3G4,50 Grand Ttm-lstl Kry 11,8130.50 5. All Fees above will be invoiced by ESO as follows: 5.1. For the avoidance of doubt,there are no additional installation or implementation fees associated with the purchase of the Licensed Software contained on this schedule. 5.2. Training and Training Travel Fees shall be invoiced on the Effective Date. 5.3. During the first year,25%of the recurring Fees shall be invoiced on the Effective Date and the remaining 75%of the recurring Fees shall be due on the Activation Date. 5.4. During the second year and any renewal years thereafter,100%of the Fees shall be due on the anniversary of the Activation Date. DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E EXHIBIT A-3 INTEROPERABILITY SOFTWARE SCHEDULE (ESO Health Data Exchange"HDE") 1. The General Terms&Conditions are incorporated herein by reference.The Interoperability Software subscription tens shall begin on the first day the Interoperability Software is used in production mode("Interoperability Subscription Start Date").Customer shall be deemed to have accepted the Interoperability Software on the Interoperability Subscription Start Date.The parties will make reasonable efforts to ensure that Customer is live on the Interoperability Software as quickly as possible. 2. The following Interoperability Software may be ordered under this Exhibit: 2.1. HDE is a data interoperability platform for connecting EMS with other healthcare providers attp://www.esosolinions.corn/sollwitreihde). 3. Third-Party Payer is responsible for the following products and Fees: N/A 4. Customer hereby agrees to timely pay for the following products according to the schedule below: .ipii„ r ,N�n ""tll � I�I�I �nl dilllllllli' � D Conew irt 2,500 � ldth.updates, Exchange t c r r to rty IIfl ttctyG 7 E lu l rta Includes d nr ne .. Ruses insight.-Fliret,Free 1.00 $1",,000.00 Annu,elliiii recurring'fee kr Patner frierphr Access GI and Intel ;ta 1ed5 Vyt 5. All Fees above will be invoiced by ESO as follows: 5.1. During the first year,the Implementation Fee shall be invoiced on the Effective Date and the recurring Fees(e.g.Connection Fees and Volume Fees)shall be due on the Interoperability Subscription Start Date. 5.2. During any renewal years thereafter, 100%of the Fees shall be due on the anniversary of the Interoperability Subscription Start Date. DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E EXHIBIT A-4 /this page intentionally left blank] DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E EXHIBIT B SUPPORT SERVICES ADDENDUM 1. DEFINITIONS.Capitalized terms not defined below shall have the same meaning as in the General Terms&Conditions. 1.1. "Enhancement"means a modification,addition or new release of the Software that when added to the Software,materially changes its utility,efficiency,functional capability or application. 1.2. "E-mail Support"means ability to make requests for technical support assistance by e-mail at any time concerning the use of the then-current release of Software. 1.3. "Error"means an error in the Software,which significantly degrades performance of such Software as compared to ESO's then- published Documentation. 1.4. "Error Correction"means the use of reasonable commercial efforts to correct Errors. 1.5. "Fix"means the repair or replacement of object code for the Software or Documentation to remedy an Error. 1.6. "Initial Response"means the first contact by a Support Representative after the incident has been logged and a ticket generated.This may include an automated email response depending on when the incident is first communicated. 1.7. "Management Escalation"means,if the initial Workaround or Fix does not resolve the Error,notification of management that such Error(s)have been reported and of steps being taken to correct such Error(s). 1.8. "Severity 1 Error"means an Error which renders the Software completely inoperative(e.g.a User cannot access the Software due to unscheduled downtime or an Outage). 1.9. "Severity 2 Error"means an Error in which Software is still operable;however,one or more significant features or functionality are unavailable(e.g.a User cannot access a core component of the Software). 1.1. "Severity 3 Error"means any other error that does not prevent a User from accessing a significant feature of the Software(e.g.User is experiencing latency in reports). 1.2. "Severity 4 Error"means any error related to Documentation or a Customer Enhancement request. 1.3. "Status Update"means if the initial Workaround or Fix cannot resolve the Error,notification of the Customer regarding the progress of the Workaround or Fix. 1.4. "Online Support"means information available through ESO's website(www..sosolutions.com),including frequently asked ....... ........................ questions and bug reporting via Live Chat. 1.5. "Support Representative"shall be ESO employee(s)or agent(s)designated to receive Error notifications from Customer,which Customer's Administrator has been unable to resolve. 1.6. "Update"means an update or revision to Software,typically for Error Correction. 1.7. "Upgrade"means a new version or release of Software or a particular component of Software,which improves the functionality or which adds functional capabilities to the Software and is not included in an Update.Upgrades may include Enhancements. 1.8. "Workaround"means a change in the procedures followed or data supplied by Customer to avoid an Error without substantially impairing Customer's use of the Software. 2. SUPPORT SERVICES. 2.1. Customer will provide at least one administrative employee(the"Administrator"or"Administrators")who will handle all requests for first-level support from Customer's employees with respect to the Software.Such support is intended to be the"front line"for support and information about the Software to Customer's Users. ESO will provide training,documentation,and materials to the Administrator to enable the Administrator to provide technical support to Customer's Users. The Administrator will notify a Support Representative of any Errors that the Administrator cannot resolve and assist ESO in information gathering. 2.2. ESO will provide Support Services consisting of(a)Error Correction(s);Enhancements,Updates and Upgrades that ESO,in its discretion,makes generally available to its customers without additional charge;and(c)E-mail Support,telephone support,and Online Support.ESO may use multiple forms of communication for purposes of submitting periodic status reports to Customer, DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E 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 have been vetted through a third-party background and criminal record check and who are trained in and thoroughly familiar with the Software and with Customer's applicable configuration.Telephone support and all communications will be delivered in intelligible English. 2.4. Normal business hours for ESO's support desk are Monday through Friday 7:00 am to 7:00 pm CT.Customer will receive a call back from a Support Representative after-hours for a Severity 1 Error. 3. ERROR PRIORITY LEVELS.Customer will report all Errors to ESO via e-mail(suppos t@esosolutions.coin or by telephone(866-766- 9471,option#3).ESO shall exercise commercially reasonable efforts to correct any Error reported by Customer in accordance with the priority level reasonably assigned to such Error by ESO. 3.1. Severity 1 Error.ESO shall(i)commence Error Correction promptly;(ii)provide an Initial Response within four hours;(iii)initiate Management Escalation promptly;and(iv)provide Customer with a Status Update within four hours if ESO cannot resolve the Error within four hours. 3.2. Severity 2 Error.ESO shall(i)commence Error Correction promptly;(ii)provide an Initial Response within eight hours;(iii)initiate Management Escalation within forty-eight hours if unresolved;and(iv)provide Customer with a Status Update within forty-eight hours if ESO cannot resolve the Error within forty-eight hours. 3.3. Severity 3 Error.ESO shall(i)commence Error Correction promptly;(ii)provide an Initial Response within three business days;and (iii)provide Customer with a Status Update within seven calendar days if ESO cannot resolve the Error within seven calendar days. 3.4. Severity 4 Error.ESO shall(i)provide an Initial Response within seven calendar days. 4. CONSULTING SERVICES.If ESO reasonably believes that a problem reported by Customer is not due to an Error in the Software,ESO will so notify Customer.At that time,Customer may request ESO to proceed with a root cause analysis at Customer's expense as set forth herein or in a separate SOW.If ESO agrees to perform the investigation on behalf of Customer,then ESO's standard consulting rates of $200 per hour will apply for all work performed in connection with such analysis,plus reasonable related expenses incurred.For the avoidance of doubt,Consulting Services will include customized report writing by ESO on behalf of Customer. 5. EXCLUSIONS. 5.1. ESO shall have no obligation to perform Error Corrections or otherwise provide support for:(i)Customer's repairs,maintenance or modifications to the Software(if permitted);(ii)Customer's misapplication or unauthorized use of the Software;(iii)altered or damaged Software not caused by ESO;(iv)any third-party software;(v)hardware issues;(vi)Customer's breach of the Agreement; and(vii)any other causes beyond the ESO's reasonable control. 5.2. ESO shall have no liability for any changes in Customer's hardware or software systems that may be necessary to use the Software due to a Workaround or Fix. 5.3. ESO is not responsible for any Error Correction unless ESO can replicate such Error on its own software and hardware or through remote access to Customer's software and hardware. 5.4. Customer is solely responsible for its selection of hardware,and ESO shall not be responsible the performance of such hardware even if ESO makes recommendations regarding the same. 6. MISCELLANEOUS.The parties acknowledge that from time-to-time ESO may update its support processes specifically addressed in this Exhibit and may do so by notifying Customer of such updates.Customer will accept reasonable updates to ESO's support procedures and any other terms in this Exhibit;provided however,that they do not 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. DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E EXHIBIT C HIPAA BUSINESS ASSOCIATE ADDENDUM Customer and ESO Solutions,Inc.("Business Associate")agree that(1)this HIPAA Business Associate Addendum is entered into for the benefit of Customer,which is a covered entity under the Privacy Standards("Covered Entity"). Pursuant to the Agreement,Business Associate may perform functions or activities 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 set forth in this HIPAA Business Associate Addendum("Addendum"). 1. Scope. This Addendum applies to and is hereby automatically incorporated into all present and future agreements and relationships, whether written,oral or implied,between Covered Entity and Business Associate,pursuant to which PHI is created,maintained,received or transmitted by Business Associate from or on behalf of Covered Entity in any form or medium whatsoever. 2. Definitions.For purposes of this Addendum,the terms used herein,unless otherwise defined,shall have the same meanings as used in the Health Insurance Portability and Accountability Act of 1996("HIPAA"),or the Health Information Technology for Economic and Clinical Health Act("HITECH"),and any amendments or implementing regulations,(collectively"HIPAA Rules"). 3. Compliance with Applicable Law.The parties acknowledge and agree that,beginning with the relevant effective date,Business Associate shall comply with its obligations under this Addendum and with all obligations of a business associate under HIPAA,HITECH,the HIPAA Rules,and other applicable laws and regulations,as they exist at the time this Addendum is executed and as they are amended,for so long as this Addendum is in place. 4. Permissible Use and Disclosure of PHI.Business Associate may use and disclose PHI as necessary to carry out its duties to a Covered Entity pursuant to the terms of the Agreement and as required by law.Business Associate may also use and disclose PHI(i)for its own proper management and administration,and(ii)to carry out its legal responsibilities.If Business Associate discloses Protected Health Information to a third party for either above reason,prior to making any such disclosure,Business Associate must obtain:(i)reasonable assurances from the receiving party that such PHI will be held confidential and be disclosed only as required by law or for the purposes for which it was disclosed to such receiving party;and(ii)an agreement from such receiving party to immediately notify Business Associate of any known breaches of the confidentiality of the PHI. 5. Limitations on Use and Disclosure of PHI.Business Associate shall not,and shall ensure that its directors,officers,employees, subcontractors,and agents do not,use or disclose PHI in any manner that is not permitted by the Agreement or that would violate Subpart E of 45 C.F.R.164("Privacy Rule")if done by a Covered Entity.All uses and disclosures of,and requests by,Business Associate for PHI are subject to the minimum necessary rule of the Privacy Rule. 6. Required Safeguards to Protect PHI.Business Associate shall use appropriate safeguards,and comply with Subpart C of 45 C.F.R.Part 164 ("Security Rule")with respect to electronic PHI,to prevent the use or disclosure of PHI other than pursuant to the terms and conditions of this Addendum. 7. Reporting to Covered Entity.Business Associate shall report to the affected Covered Entity without unreasonable delay:(a)any use or disclosure of PHI not provided for by the Agreement of which it becomes aware;(b)any breach of unsecured PHI in accordance with 45 C.F.R.Subpart D of 45 C.F.R. 164("Breach Notification Rule");and(c)any security incident of which it becomes aware. With regard to Security Incidents caused by or occurring to Business Associate,Business Associate shall cooperate with the Covered Entity's investigation, analysis,notification and mitigation activities,and except for Security Incidents caused by Covered Entity,shall be responsible for reasonable costs incurred by the Covered Entity for those activities.Notwithstanding the foregoing,Covered Entity acknowledges and shall be deemed to have received advanced notice from Business Associate that there are routine occurrences of:(i)unsuccessful attempts to penetrate computer networks or services maintained by Business Associate;and(ii)immaterial incidents such as"pinging"or"denial of services"attacks. 8. Mitigation of Harmful Effects.Business Associate agrees to mitigate,to the extent practicable,any harmful effect of a use or disclosure of PHI by Business Associate in violation of the requirements of the Agreement,including,but not limited to,compliance with any state law or contractual data breach requirements. 9. Agreements by Third Parties.Business Associate shall enter into an agreement with any subcontractor of Business Associate that creates, receives,maintains or transmits PHI on behalf of Business Associate.Pursuant to such agreement,the subcontractor shall agree to be bound by the same or greater restrictions,conditions,and requirements that apply to Business Associate under this Addendum with respect to such PHI. 10. Access to PHI.Within five(5)business days of a request by a Covered Entity for access to PHI about an individual contained in a Designated Record Set,Business Associate shall make available to the Covered Entity such PHI for so long as such information is maintained by Business Associate in the Designated Record Set,as required by 45 C.F.R. 164.524.In the event any individual delivers directly to Business Associate a request for access to PHI,Business Associate shall within five(5)business days forward such request to the Covered Entity. 11. Amendment of PHI.Within five(5)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), DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E 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(5)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(5)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(7)business days of receipt of such request. 16. Availability of Books and Records.Business Associate hereby agrees to make its internal practices,books,and records available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with the HIPAA Rules. 17. Breach of Contract by Business Associate.In addition to any other rights a party may have in the Agreement,this Addendum or by operation of law or in equity,either party may:i)immediately terminate the Agreement if the other party has violated a material term of this Addendum;or ii)at the non-breaching party's option,permit the breaching party to cure or end any such violation within the time specified by the non-breaching party.The non-breaching party's option to have cured a breach of this Addendum shall not be construed as a waiver of any other rights the non-breaching party has in the Agreement,this Addendum or by operation of law or in equity. 18. Effect of Termination of Agreement.Upon the termination of the Agreement or this Addendum for any reason,Business Associate shall return to a Covered Entity or,at the Covered Entity's direction,destroy all PHI received from the Covered Entity that Business Associate maintains in any form,recorded on any medium,or stored in any storage system.This provision shall apply to PHI that is in the possession of Business Associate,subcontractors,and agents of Business Associate.Business Associate shall retain no copies of the PHI.Business Associate shall remain bound by the provisions of this Addendum,even after termination of the Agreement or Addendum,until such time as all PHI has been returned or otherwise destroyed as provided in this Section.For the avoidance of doubt,de-identified Customer Data shall not be subject to this provision. 19. Injunctive Relief.Business Associate stipulates that its unauthorized use or disclosure of PHI while performing services pursuant to this Addendum would cause irreparable harm to a Covered Entity,and 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. Data Usage Provision.Business Associate may aggregate and dc-identify PHI and/or create limited data sets for use in research,evaluation and for publication or presentation of patient care quality improvement practices and outcomes.The Parties understand and agree that such aggregated and de-identified data is no longer PHI subject to the provisions of HIPAA and agree that Business Associate may retain such limited data sets indefinitely thereafter.Business Associate agrees that it will comply with all terms of this Agreement with respect to the limited data sets and that it shall not re-identify or attempt to re-identify the information contained in the limited data set,nor contact any of the individuals whose information is contained in the limited data set. 22. 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: 22.1. 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 HTPAA Rules with respect to Customer Data once it is sent to or from Covered Entity outside ESO's Software over the public Internet;and 22.2. Implement privacy and security safeguards in the systems,applications,and software Covered Entity controls,configures and connects to ESO's Software. 23. Third Party Rights.The terms of this Addendum do not grant any rights to any parties other than Business Associate and the Covered Entity. DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E EXHIBIT D Pricing Memorandum ESO offers subscriptions to its Software on a tier-based system derived from Customer electronic patient care record volume per year.Annual record volume may be estimated by averaging no less than six(6)consecutive months of Customer record volume from the current Term and multiplying the result by twelve.Should the annual record volume estimation described above result in Customer rising into a new pricing tier,ESO shall inform Customer of the impending change in pricing at least sixty(60)days prior to the issuance of the upcoming annual invoice. As of the effective date of this Agreement,Customer and ESO agree that Customer annual electronic patient care record volume per year has been estimated to fall between 12,500—15,000 records per year.Should Customer annual record volume be estimated to rise to 15,000—20,000 records per year,the following pricing shall apply prior to the issuance of the next annual invoice: EHR Suite w/QM&Mobile annual subscription: $22,761.00 Billing Standard Interface: $0.00 Cardiac Monitor Integration: $1165.50 CAD Integration annual subscription: $2695.50 Daily Data Backup: $995.00 Annually recurring grand total: $27,617.00 As of the effective date of this Agreement,Customer and ESO agree that Customer Billing record volume per year has been estimated to fall between 12,.500— 15,000 records per year.Should Customer Billing record volume be estimated to rise to 15,000—20,000 records per year,the following pricing shall apply prior to the issuance of the next annual invoice: Billing Software 15,000—20,000 Claims: $11,695.50 Billing Agency ePCR Import Module 10,000—30,000: $0.00 Payer Insight Flat Fee: $7000.00 Annually recurring grand total: $18695.50 As of the effective date of this Agreement,Customer and ESO agree that Customer Health Data Exchange record volume per year has been estimated to fall between 2,.500—15,000 records per year. Should Customer Health Data Exchange record volume be estimated to rise to 15,000—30,000 records per year,the following pricing shall apply prior to the issuance of the next annual invoice: HDE—ESO EHR Connection 15,000—30,000 Incidents: $1,495.00 Notwithstanding the foregoing,ESO reserves the right to increase the fees described in this exhibit by no more than three percent(3%)per year for each year the Agreement is in effect.Furthermore,ESO is under no obligation to provide this pricing beyond the term of the existing Agreement. DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E EXHIBIT E EHR IMPLEMENTATION STATEMENT OF WORK I. Background ESO Solutions, founded in 2004, currently serves 1,900-plus agencies and 55,000-plus end users across more than 46 states. We serve agencies large and small, urban and rural, and our clients include federal, regional, and local government agencies, hospitals, volunteer departments, and private agencies, by providing an electronic patient care reporting (ePCR) software solution for the pre-hospital environment. Customer desires an electronic patient care reporting software solution that is both NEMSIS compliant, and desires that said ePCR software solution be implemented and its users be trained in a timely and competent manner, as further described in this SOW. ESO's hosted, Software as a Service (SaaS) solution enables agencies to run the EHR system from any computer with an internet connection, as well as from a mobile component for data entry at the patient's side. This hosted model makes our solutions fast and easy to implement, and there is no upfront investment for server hardware. Updates to the software are automatically deployed to end users, reducing demands on the ever-increasing needs of agency information technology staff Further, our customers rest assured that our data hosting facilities meet rigorous requirements to protect customer data at all times through high availability standards, unsurpassed physical security, reliability and backup, and a disaster recovery plan. ESO employs over 100 employees, most of whom work in the Austin office. Regional account representatives typically live in the region in which they work, while support, implementation and development staff work out of the office in Austin, TX. In implementing the SaaS model, ESO works with agencies in proposed 11-step implementation process. The process is led be one of ESO's three implementation specialists and delivered by a client services administrator, a support manager assisting in the CAD and billing interfaces, and a technical product manager assisting agencies with new software features as well as billing and state extract processes. In addition,based on the segment of implementation, specialists that are part of the client services team assist the agency in implementation. II. Training Plan Strategy ESO Solutions' blended implementation and training plan relies on both on-site and remote, off- site training. Having implemented over 1,900 customers, ESO provides flexible training options to meet the specific needs of your agency. DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E Vendor Roles & Responsibilities The roles and responsibilities of ESO Solutions in the design and implementation of training is included in the sections above and below, detailing the milestones of project implementation. ESO understands the importance of making sure you know how the product works and how to best incorporate the product into your daily operations. We take great pride in working hand in hand with the customer during implementation and beyond. Staff Roles & Responsibilities The milestones listed below include the responsibilities of your agency's staff in the implementation of ESO software. Coordinating training dates and testing the software are a few of the items that can either speed up or delay the implementation timeline. The proposed work plan is a guide. We will work closely with designated project managers for a smooth implementation. We understand the scheduling needs of the emergency services environment, having successfully implemented the software for more than 2000 clients of varying sizes and needs. Interfacing with CAD typically involves assistance from the CAD vendor and while we can typically complete the ePCR portion of the interface within a six-week period, we do not have control over the CAD vendor's participation, schedule, and needs. In this case, with multiple vendors involved, the ESO software will be up, running, and working but there are no guarantees that the interfaces will be complete by the desired go-live date. Personnel involvement and decision points milestone stages include: a. ESO's implementation specialist provides your agency's project manager a project planning worksheet to identify the organization's key players who will participate in implementation and the ongoing administration of the software. These individuals include agency administrators, quality management administrator(s), and any software release recipients. b. Agencies provide ESO with vendor contacts (i.e., billing, CAD, or any other). c. ESO's implementation specialist and your agency's project manager will work together on scheduling, frequency of meetings, and other meetings to discuss progress. d. You return a `setup' file prior to milestone 3. This information includes personnel, medic units, vehicles, facilities to and from which the Customer commonly transports patients, and more. e. ESO provides designated users with a user name to create a password, log in to the system, and complete the agency setup process. f. You install ESO ePCR Mobile on agency tablets and computers. g. Online administrative training (milestone 4) typically lasts three hours and should be attended by those individuals participating in system administration that have a good understanding of your processes. h. ESO utilizes GoToMeeting for online training and the maximum number of attendees is 25. DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E i. Online Quality Management/Reporting takes place on a scheduled bi-monthly basis. We recommend that those individuals involved in the overall performance process attend. The training takes about two hours. j. About ten days before the system goes live, ESO provides onsite training in order to familiarize end users with the features and functionality of the suite. The goal is to reach as many field users as possible. For each training session, ESO offers two classes per day with each class lasting about 3-4 hours. Power users—those individuals that will use and teach—will generally attend a morning and afternoon session. k. Power users receive advanced information about the ePCR suite and should be comfortable with technology and have a clear understanding of the organization's internal processes. I. Ideally, the number of participants in an onsite training class is 20, and in a training room with a projector and wireless internet connection. m. System administrators should also plan to attend at least one of the power or end user classes. n. ESO suggests that attendees be off-duty for power user/end user training. o. ESO suggests to administrators that the personnel/hardware ratio be no more than 3:1 to create an optimal learning environment. p. Agencies are encouraged to move to full system use within ten days of training. q. ESO provides training guides and videos at all points of set up, training, and live use. Such tools are regularly updated to include during software upgrades. r. Designated users will go through training on the state registry site. —Knowledge Transfer ESO places a special emphasis on the `train the trainer concept' by identifying the need for "power users"to receive more advanced, or detailed, training. These power users are expected to learn the product well enough to educate future employees and provide refresher training if necessary. Further, once the system is placed into production, ESO offers customer support, regional learning opportunities, and a host of materials available for training. We do not train our agencies and leave—we support our agencies and their end users through the lifetime of the contract. Customer support is included within your contract. —Implementation Schedule ESO's schedule contains specific milestones with a description of the deliverables associated with each milestone. During the project kick-off phase dates will be defined with the project implementation team. Our summary and detail work plan below presents a rollout process that we can condense or expand based on Customer's specific needs. Variables not controlled by ESO are items such as getting the setup file completed,providing training dates, delivery of hardware and integration with other services (i.e. CAD). DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E In the event there are no delays caused by Customer, ESO offers a general estimate of sixty days from the time that Customer returns the setup files and they are successfully validated by ESO to the time that Customer may expect to "go live" on the software. Post-Initial Implementation Process ESO provides continual support to the customer. The assigned implementation manager remains the primary point of contact for 60-90 days post go-live to make sure the process is running smoothly. After that initial time period, while the implementation manager and regional account manager are always available to you, the primary point of contact of any issues becomes our support department. Summary Work Plan and Timeline 1. Project Kickoff a. Approximate time: within 1 week of contract execution 2. Information Gathering and System Setup a. Approximate time: 1-2 weeks post kick-off(we will have the agency set up within 1 week of receipt of information/set-up files). The rest of implementation cascades from this milestone. 3. Installation of Mobile Software and Cardiac Monitor Interface a. Approximate time: This can be started as soon as set up is complete. It's completed locally by the customer(with assistance from ESO if needed) and is dependent upon customer resources to allocate to the task and access to hardware. I would estimate the actual install will take about 15 minutes per tablet(maximum). 4. Online Administrative Training (admin/overview) a. Approximate time: This is done by facilitated webinar and can be scheduled with ESO as soon as set up is complete and concurrently with #3, 5&6. Class is approximately 2.5-3 hours. It is typically completed within 2 weeks of set up completion. Local configuration of the software by the customer will take place after Admin training (this is configuring the software for local policy and protocol) and, depending upon resources, is usually completed within 2 weeks of Admin training. 5. Mobile Testing Software a. Approximate time: Can be done on install and ongoing during end-user training. 6. Billing Interface a. Approximate time: ESO will configure the billing extract as soon as set up is complete. Test records will be created during testing and training and can be used to verify extract data is flowing and appropriate. 7. Online Administrative Training (QM/reporting) a. Approximate time: Facilitated webinars occurring weekly. Can be registered for and completed by the client at their convenience prior to go live. Each class is 1 hour in length. DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E 8. Onsite End User Training (3 days of on-site EHR training) a. Approximate time: 2 sessions each day lasting about 3 —3.5 hours for EHR. Same information is repeated in each session so providers only need to attend 1 (2°a session offered for scheduling flexibility). The 3 days of EHR training will cover all the operations of medical incident reporting (navigation, operations, tips, and CAD importing). We will make every effort to accommodate the scheduling needs of the client. If you have days already on the calendar for training or follow a specific regimen, let us know on the kickoff call and we will plan accordingly. Training should be completed no less than 7-10 days prior to go-live. 9. Regulatory Compliance/Data Reporting a. Approximate time: ESO will configure your state reporting extracts and begin reporting for your department at the required cadence immediately upon go-live. 10. System Testing a. Approximate time: Ongoing throughout implementation. As each milestone is completed, ESO/client will verify and adjust if needed. 11. System Go-live and Post-implementation Support a. Approximate time: The Training and Implementation team will be the primary resource for the client during Implementation and for 30 days after go-live. Support will be available as well, and will become the primary resource after 30 days. Detailed Work Plan Milestone 1: Project Kickoff Deliverables Introductory Kickoff Conference Call Agency Key Players Worksheet ESO Considerations Formal Kickoff Conference Call Vendor Contacts Formal Kickoff Conference Call Meeting Notes & Timeline Project Management Expectations To initiate the implementation process, the ESO Client Services administrator will contact the agency's project manager("introductory call") to schedule a kickoff conference call, At this time, ESO will send the project manager a project planning worksheet on which s/he can identify the key players from the organization who will participate in the project implementation and the ongoing administration of the software, including, but not limited to, agency administrators. At that time, ESO also will send the project manager a document that highlights areas that the agency will need to consider during the transition to the ESO ePCR Suite. These may include the need to re-define certain terminology as well as outline new procedures for the organization's day-to-day operations. The agency will receive a detailed list of these areas during project implementation. DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E Following the introductory call, a more formal kickoff call will allow ESO and agency stakeholders to make contact on a larger scale. The purpose of the call is to enable the agency and ESO implementation team members to introduce themselves and begin to discuss project deliverables, task ownership, and tentative timelines, including possible online and onsite training dates. During the call, ESO and the agency will discuss CAD and billing interfaces as well as identify vendor contacts that will assist with those interfaces. After the call, ESO will send the agency's project implementation team an email summarizing the call and will develop a project timeline that sets forth project milestones and timeframes for: • Documentation return • ePCR system setup by ESO • Interface programming and testing, if applicable • Online administrative training • Completion of ePCR system setup • Mobile software installation and testing • End user training • End user practice • Post-implementation follow-up At this time, ESO and the agency's project lead can discuss the scheduling (frequency, attendees etc.) of additional meetings and other means to report progress. Milestone 2: Information Gathering and System Setup Deliverables: Agency Account and Build Out in ESO Suite Agency Setup Preparation These activities begin after project kickoff and last for approximately two weeks. (The milestone timeframe may vary depending on how quickly the agency returns the completed setup file after project kickoff, and how quickly the agency completes its portions of the system setup after the initial setup done by ESO.) During this time, ESO creates an agency account for the agency in the ESO Suite and begins to build out the systems with the information provided on the agency's ePCR setup file, including personnel, medic units and vehicles, facilities to and from which they commonly transport patients and the like. When this setup is complete, ESO will provide designated users from each account with a user name so that they may create a password, log in to the system, and complete the agency setup. This includes: • Adding a company logo (can be completed by ESO during initial setup if preferred) • Assigning user names • Assigning roles and claims • Loading patient refusal form and/or other agency-specific, custom forms for capturing signatures in the field(can be completed by ESO during initial setup if preferred) • Adding agency-specific billing authorization language • Establishing agency password and lockout policies • Creating data retention,patient lookup and update settings • Creating new users and assigning user roles and login credentials • Adding additional facilities, units, vehicles etc. beyond those entered by ESO during initial system setup DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E • Configuration and maintenance of clinical data such as interventions, therapies and medications • Configuration of agency's validation routine • Addition of optional,pre-defined data fields ESO will train agency administrators on this functionality during the online administrative training session and also will provide detailed help guides to assist administrators throughout this process. Milestone 3: Mobile Software Installation and Cardiac Monitor Interface Deliverable: Mobile Software Installation This task usually occurs during the client portion of system setup; however, the exact timing is at the client's discretion. ESO will send the links to the mobile software to the designated agency contact so that s/he may begin to install ESO ePCR Mobile on the agency's tablet computers. ESO provides a period of instruction for approximately two hours with, generally, two or three individuals. Installing ESO ePCR Mobile for the first time involves the following steps: • Install prerequisites if necessary(included as part of installation package) • Install mobile application and software for cardiac monitor interface (part of installation package)—ESO interfaces a variety of cardiac monitor devices Milestone 4: Online Administrative Training (admin/overview) Deliverable: Online Training This activity typically occurs within one week after ESO receives the completed setup file from the agency. Online administrative training is intended for system administrators and takes place relatively early in the implementation process. Training objectives and activities include: • A brief overview of the ESO ePCR application • Configuration and maintenance of the ESO administrative console o Adding a company logo o Assigning user names o Assigning roles and claims o Loading agency-specific, custom forms o Adding agency-specific billing authorization language o Establishing agency password and lockout policies o Creating data retention, patient lookup and update settings o Creating new users and assigning user roles and login credentials • Adding additional facilities, units, vehicles etc. beyond those entered by ESO during initial system setup • Configuration and maintenance of clinical data such as interventions, therapies and medications This training is generally three hours in duration and should be attended by anyone who will be participating in the administration of the ePCR system and who has a good understanding of the DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E department's processes. However, we understand training needs, and combined with the billing partner, the training event will likely be a two-day session, and we can also provide additional assistance during the on-site training sessions. ESO utilizes GoToMeeting for online training and the maximum number of attendees is 25. Milestone 5: Mobile Software Testing Deliverable: Software Testing This activity occurs immediately after mobile software installation. All users should log in to both the web and mobile applications to ensure that they have been assigned an appropriate level of access to the system (i.e. that they have access to the various modules—ePCR, QM, Admin and Reports—that they will require). Milestone 6: Billing Interface (if applicable) Deliverable: Billing Interface Testing ESO Solutions has successfully completed billing interfaces to a variety of billing software packages. During the implementation phase, ESO and the billing partner will work together to test the interface. Milestone 7: Online Administrative Training (QM/Reporting) Deliverable: Online Training This training takes place online as a separate online session. ESO conducts this training using regularly scheduled, bi-monthly GoToMeeting sessions and it is recommended that all of your Supervisory and Billing Staff attend. They do NOT need to pre-register for any given class. A class schedule will be provided to you at the completion of your initial Administrative Training Session as well as information on how to join the ongoing training sessions. At most, the training takes two hours. The focus of the additional administrative training is to provide: • An overview of ESO Reports • Detailed class over the usage of the ESO Quality Management system • Information specific to the processing of Billing Records Milestone 8: Conduct End User Training Deliverable: Onsite training This activity typically occurs around 10 days before system go-live on the ESO ePCR software. This final phase of training is designed to familiarize end users with the features and functionality of the ePCR module. The goal of end user training is to reach as many field users as possible and to develop a core group of power users from the EMS organization who, in turn, will develop a knowledge base for future staff in conjunction with support from ESO (train the trainer). This training takes users through each page of the ePCR application, giving them in-depth views into the functionality and usability of all aspects of the software. During this time, users will be provided with opportunities for hands-on involvement with the software to enforce what they have learned and will be given ample time to ask questions about any issues they may encounter during day-to-day use. Training objectives include: DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E • Overview of data flow and system security, including creating login credentials • Entering patient data on the ESO ePCR Mobile software as well as the web-based application (this will include descriptions of all fields and data flow explanations) • Extended sessions for training end users and troubleshooting issues (if training power users) ESO generally offers two end user training classes per day of onsite training. Each end user session lasts approximately 3 to 3.5 hours (8 hour days for power users, starting with a standard training session in the morning and in-depth training in the afternoon). The number of days of training purchased by Customer is listed on Exhibit A to this SOW, and ESO will deploy trainers as necessary to meet the schedule requested by Customer. Each end user only needs to attend one session. Ideally, classes of 20 or less, in a training room with a projector and wireless internet connection while end users follow along on mobile computers, are preferred. ESO's implementation team will work carefully with the agency to meet all training needs and requirements. Selecting which individuals from the organization will learn how to use and teach others to use the software is vital to the success of the project. These power users will gain an in-depth knowledge of ESO ePCR and will ensure continuity in staff education by providing training and mentoring to the rest of the organization, including new employees who join the agency after the initial onsite training and deployment have occurred. The power users selected will receive advanced information about ePCR systems in general and ESO ePCR in particular and should be comfortable with technology, be champions of ESO and have a clear understanding of the organization's internal processes. Note that these individuals will not necessarily be the people with the highest rank or the longest tenure. System administrator(s) should also plan to attend at least one of the power user/end user classes. This not only acknowledges administrators' support of the new program, but it also allows them to acquire additional expertise on the software's functionality so that they may serve as knowledgeable resources. Also, ESO suggests that attendees be off-duty for power user/end user training and administrators offer a personnel/hardware ratio of no more than 3:1 to create an optimal learning environment. Agencies are encouraged to move to full use of the system within 10 days of training. Training guides and videos are available for reference by administrators and users at all points of set-up, training and live use of the system and are updated regularly to include upgrades to the software. Power users may utilize these training materials during later training sessions in the matter they see fit. Said training materials shall be made available to user through their subscription to the software—as administrators log into their test environment, they will have the ability to review the training materials. Those training materials not made available in this fashion will be delivered to Customer by ESO. Milestone 9: Regulatory Compliance Deliverable: Reporting Testing Data reporting to the agency typically happens between end user training and system go-live. As needed, the agency will be required to go through training on the registry site and submit a copy of our jointly executed Business Associates Agreement. ESO also will work with the agency to complete any necessary integration with the State and/or County Regulatory reporting systems. DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E Milestone 10: System Testing Deliverable: Completed implementation Agencies are encouraged to initiate testing with ESO and move to full use of the system within 10 days of training. Milestone 11: System Go-live and Post-implementation Support Deliverables: Live System Ongoing Support Ongoing Training III. Misc. Change Management Process Should the need arise to modify this SOW, the request should be directed toward Pat Piper, ESO's implementation and training manager. Should the change request require the modification of this SOW, that request will be brought to the attention of ESO's legal department, and an amendment to this SOW will be delivered to Customer. Upon full execution of the amendment, ESO shall modify the implementation plan as requested. Should the scope of the implementation plan change in such a way that additional fees are required, those fees will be added to the amendment to the SOW. Acceptance The implementation and training process shall be deemed accepted upon the date customer goes live on our services. Once our software is being utilized in the field by the customer, the implementation and training process shall be deemed completed, save for our routine follow-up process to ensure customer satisfaction. Should additional training or configuration services become necessary after go-live, a separate statement of work shall be drawn up to address these issues. Payment Fees shall be invoiced in advance of the first scheduled training as further described in the Master Subscription and License Agreement —Assumptions This SOW is presented under the assumption that Customer shall make its best commercially reasonable efforts to assist ESO in its implementation process, which includes providing access to the necessary systems and personnel described herein and as may arise through the course of implementation and training. In the event Customer fails to meet the assumptions stated herein, ESO may be unable to meet the implementation schedule and goals as set forth in this SOW. ESO shall not be held liable for delays caused by Customer. Any fees for training or training- related travel are non-refundable. DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E EXHIBIT F BILLING IMPLEMENTATION STATEMENT OF WORK Session Date Time Admin Configuration Session#1 2 Hours Admin Configuration Session#2 2 Hours Admin Configuration Session#3 2 Hours End User Training Session#1 2 Hours Admin Reports #1 —Reports Review 1 Hour End User Training Session#2 2 Hours Admin Reports #2—Running Reports & 1.5 Hours Saved Selections End User Training Session#3 2 Hours Pre- Go Live Check 1 Hour Go Live Go Live Date Go Live Support AM (Day 1) 1 Hour Go Live Support PM (Day 1) 1 Hour Go Live Support (Day 2) 1 Hour Go Live Support(Day 3) 1 Hour Go Live Support (Day 4) 1 Hour Post Go Live Post Go Live Follow Up #1 1 Hour Admin Reports Follow Up 1 Hour Post Go Live Follow Up #2 1 Hour Payment Posting (Live Payments) 1 Hour Post Go Live Follow Up #3 1 Hour Post Go Live Follow Up #4 1 Hour Close Month Procedure Review 1 Hour DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E Exhibit X County Terms 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to: Electronic patient care reporting and billing software specifically designed for EMS settings. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows: the implementation, maintenance and support of the subscription or license (as applicable) to ESO's NEMSIS v3 compliant electronic patient care reporting software and ESO's medical billing software. The electronic patient care reporting software includes a bidirectional "Health Data Exchange" component which will allow the County to transfer ePCR data digitally to participating hospitals and receive patient outcome data back from participating hospitals (at the hospital's discretion.) See the Master Subscription and License Agreement to which this Agreement is attached for further details. 4. Duration of Services a. Term. The term of this Agreement shall be from September 29, 2017 to September 29, 2018. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be October 1, 2017. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed FORTY-SEVEN THOUSAND, FIVE HUNDRED AND SEVENTY-TWO DOLLARS AND 50 CENTS Dollars ($47572.50). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Jim Northrup) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E additional insurance shall consist of: N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity Omitted. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon one month's prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. Omitted DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E 11. Additional Provisions a. Limitation and Assignment. Omitted. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147- 86.58. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at hU //www.oranJecount„nco, ov/dej artments/1 urchasin divisionlcontracts a i hj .) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Omitted. DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail,return receipt requested to the following: Orange County ESO Solutions, Inc. Attention: ATTN: Legal Department P.O. Box 8181 9020 N Capital of Texas Hwy, Building 11-300 Hillsborough,NC 27278 Austin, Texas 78759 DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1F-F6CBCC3F8A9E AIG-BJD Adoa Rm CERTIFICATE OF LIABILITY INSURANCE YYY) 9/2 MIDD/Y M/DD/Y DATE(M 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 NAME: Risk Management Department Commercial Lines-(305)443-4886 PHONE FAX (A/C,No,Ext) (866)443-8489 (A/C,No): (800)889-0021 Wells Fargo Insurance Services USA, Inc. E-MAIL C k or . om ADDRESS: Work.Comp@Trinet.com 2601 South Bayshore Drive,Suite 1600 INSURER(S)AFFORDING COVERAGE NAIC# Coconut Grove, FL 33133 INSURERA: Indemnity Insurance Company of North America 43575 INSURED INSURER B: TriNet HR III,Inc. INSURER C: RE: Eso Solutions Inc INSURER D: 9000 Town Center Parkway INSURER E: Bradenton, FL 34202 INSURER F: COVERAGES CERTIFICATE NUMBER: 12286627 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE RETED CLAIMS-MADE OCCUR PREMISES O(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION$ $ A WORKERS EMPLOYERS'COMPENSATION WLRC64417861 7/1/2017 7/1/2018 X STATUTE EERH AND EMPLOYERS'LIABILITY 2,000,000 ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT OFFICER/MEMBEREXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under 2,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Workers'Compensation coverage is limited to worksite employees of Eso Solutions Inc through a co-employment agreement with TriNet HR III,Inc. CERTIFICATE HOLDER CANCELLATION Orange County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Link Government Services Center ACCORDANCE WITH THE POLICY PROVISIONS. 200 South Cameron Street Hillsborough, NC 27278 AUTHORIZED REPRESENTATIVE The ACORD name and logo are registered marks of ACORD ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E DATE(MM/DD/YYYY) A�U CERTIFICATE OF LIABILITY INSURANCE 9/28/2017 DATE(M 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 NAMEACT Lindsay Willoughby CLS Risk Management, LLC PHONE Ext): 512-306-9300 FAX 3600 N Capital of TX Hwy (A/C,No,E (NC,No): Building B, Ste. 200 ADDRESS:riskmanagement @clspartners.com Austin TX 78746 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Indemnity Company 25658 INSURED ESOSOLUTIO INSURER B:Travelers Indemnity Company of America 25666 ESO Solutions, Inc. INSURER C:Travelers Indemnity Co. of Connecticut 25682 9020 N. Capital Of Texas Highway Building 2, Ste. 300 INSURERD: Austin TX 78759 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1145681791 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP W /Y LIMITS LTR INSD VD POLICY NUMBER (MM/DDYYY) (MM/DD/YYYY) A x COMMERCIAL GENERAL LIABILITY Y Y ZLP81M74904 2/21/2017 2/21/2018 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES( SES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $Inc in Tech E&O GE 'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY Y Y BA1J597863 2/21/2017 2/21/2018 COMBINED SINGLE LIMIT $ (Ea accident) 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 X AUTOS ONLY (Per accident) C X UMBRELLA LIAB X OCCUR ZUP91M75197 2/21/2017 2/21/2018 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$10,000 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Tech E&O/Cyber ZPL61M53728 3/22/2017 3/22/2018 Per Claim 6,000,000 Aggregate 6,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The general liability and auto liability policies include blanket additional insured and blanket waiver of subrogation endorsements when required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Link Government Services Center ACCORDANCE WITH THE POLICY PROVISIONS. 200 South Cameron Street Hillsborough NC 27278 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD