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HomeMy WebLinkAboutESi Acquisition Inc.-WebEOC Software and Service_A-24-480.pdf COtj County of Fresno Hall of Records, Room 301 2281 Tulare Street Fresno,California 601 Board of Supervisors 93721-2198 O� 1$56 0 Telephone: (559)600-3529 FRV,t' Minute Order Toll Free: 1-800-742-1011 www.fresnocountyca.gov September 10, 2024 Present: 5- Supervisor Steve Brandau, Chairman Nathan Magsig,Vice Chairman Buddy Mendes, Supervisor Brian Pacheco, and Supervisor Sal Quintero Agenda No. 39. Internal Services File ID: 24-0946 Re: Under Administrative Policy No. 34 for competitive bids or requests for proposals(AP 34), determine that an exception to the competitive bidding requirements under AP 34 is satisfied and a suspension of competition is warranted due to unusual or extraordinary circumstances, and that the best interests of the County would be served by entering into an agreement with ESi Acquisition, Inc., as it is the only authorized provider of WebEOC support and system updates; and Approve and authorize the Chairman to execute an Agreement with ESi Acquisition, Inc.for the purchase, installation, training, and maintenance of WebEOC, an Electronic Crisis Management System, effective upon execution, not to exceed five consecutive years,which includes a three-year base contract and two optional one-year extensions,total not to exceed$354,626 APPROVED AS RECOMMENDED Ayes: 5- Brandau, Magsig, Mendes, Pacheco, and Quintero Agreement No. 24-480 County of Fresno Page 42 co Board Agenda Item 39 O 1856 O FRE`'� DATE: September 10, 2024 TO: Board of Supervisors SUBMITTED BY: Edward Hill, Chief Operating Officer/ Interim Director of Internal Services/Chief Information Officer David Luchini, Director, Department of Public Health SUBJECT: Agreement with ESi Acquisition, Inc. for WebEOC Support RECOMMENDED ACTION(S): 1. Under Administrative Policy No. 34 for competitive bids or requests for proposals (AP 34), determine that an exception to the competitive bidding requirements under AP 34 is satisfied and a suspension of competition is warranted due to unusual or extraordinary circumstances, and that the best interests of the County would be served by entering into an agreement with ESi Acquisition, Inc., as it is the only authorized provider of WebEOC support and system updates; and 2. Approve and authorize the Chairman to execute an Agreement with ESi Acquisition, Inc.for the purchase, installation, training, and maintenance of WebEOC, an Electronic Crisis Management System, effective upon execution, not to exceed five consecutive years, which includes a three-year base contract and two optional one-year extensions, total not to exceed $354,626. There is no additional Net County Cost associated with the recommended actions, which will provide the Department of Public Health's - Office of Emergency Services (OES)with a system that allows real-time information sharing between agencies during an emergency event. The County has used the WebEOC system since 2012, and this agreement will provide for the continued maintenance and support for the WebEOC system. This item is countywide. ALTERNATIVE ACTION(S): Should your Board not approve the recommended actions, OES would perform its emergency management functions without the capabilities of a crisis management system. SUSPENSION OF COMPETITION/SOLE SOURCE CONTRACT: It is requested that the County find under AP 34 that an exception to the competitive bidding requirement is satisfied, and a suspension of competition is warranted, due to unusual or extraordinary circumstances, as ESi Acquisitions, Inc. (ESi), as the proprietor of the software, is the only authorized provider of WebEOC support and upgrades. The Internal Services Department- Purchasing Division (ISD-Purchasing) concurs with the request to suspend the competitive bidding process. FISCAL IMPACT: County of Fresno Page 1 File Number.24-0946 File Number:24-0946 There is no increase in Net County Cost associated with the recommended actions. The recommended agreement will be funded with California Office of Emergency Services (Cal OES)emergency preparedness grants. The maximum compensation for the term of the agreement is$354,626 and includes the maximum of$32,239 for additional services fees, such as training, system development, additional licenses, and the option to enhance the system for an offsite backup. Sufficient appropriations and estimated revenues are included in the Department of Public Health Org 5620 FY 2024-25 Recommended Budget, and ongoing maintenance and other associated costs will be included in future budget requests for the duration of the contract term. DISCUSSION: The Fresno County Operational Area (OA) is comprised of all local government agencies within the County boundaries, including county departments, 15 incorporated cities, 32 school districts, and 116 special districts. During a disaster, the County serves as the lead organization within the OA and facilitates the coordination of resource requests between local jurisdictions and the State. The OA also serves as the main communication and coordination link between Cal OES and local emergency operations centers. Events that may necessitate the OA to open the Emergency Operations Center(EOC) and conduct emergency management activities include floods, wildfires, earthquakes, severe weather, terrorist activities, and medical epidemics. OES manages emergency operations at the EOC where information on overall emergency priorities and policies are developed and disseminated to various sections and agencies. The WebEOC crisis information management system provides a solution to these challenges, as the primary purpose of the system is to enhance communication and coordination across emergency management functions, and amongst jurisdictions within the OA with Cal OES. WebEOC provides the capability to accurately document the County's response to disaster events. The recommended agreement with ESi will provide information and resource tracking, situation analysis, communication, and dissemination of information during an emergency. The recommended agreement will have a three-year base term with two optional one-year extensions. The maximum compensation for the entire potential five-year agreement will not exceed $354,626. Approval of the recommended actions will allow the Department of Public Health to enter into a new agreement with ESi to provide support and upgrades for the WebEOC system. ATTACHMENTS INCLUDED AND/OR ON FILE: Suspension of Competition Acquisition Request On file with Clerk-Agreement with ESi Acquisition, Inc. for WebEOC Support CAO ANALYST: Ahla Yang County of Fresno Page 2 File Number.24-0946 cotw [0 Email Me] Suspension of Competition Acquisition Request Double click! \.FREE% 1. Fully describe the product(s)and/or service(s) being requested. The department of Public Health (DPH), Office of Emergency Services is requesting to suspend competition in order to continue using the Crisis Management System (WebEOC) subscription software for information sharing, resource tracking, situational analysis, communication, and dissemination of information in the Emergency Operations Center(EOC)during an emergency or disaster continuing the support and subscription licensing. The agreement will have an initial three-year term with two possible one-year extension periods. 2. Identify the selected vendor and contact person; include the address, phone number and e-mail address for each. ESi Acquisition, Inc. 235 Peachtree Street NE, Suite 2300, Atlanta, Georgia 30303 Patrick Niles-patrick.niles@juvare.com 410-353-9370 3. What is the total cost of the acquisition? If an agreement, state the total cost of the initial term and the amounts for potential renewal terms. The Initial 3-year term is$219,869. If we enter Year 4 it will increase to $285,604; If we enter Year 5 it will increase to $354,626. 4. Identify the unique qualities and/or capabilities of the service(s) and/or product(s)that qualify this as a Suspension of Competition acquisition. WebEOC has been in use by Fresno County DPH EOC for 12 years and is used to communicate with the California Office of Emergency Services and within the Fresno County EOC. WebEOC is used for documentation and communication during an emergency or disaster. ESi Acquisition, Inc. is the developer of this product, and they are the only company who can provide the licensing and support. 5. Identify from Administrative Policy#34 what circumstances constitute a Suspension of Competition. ❑ In an emergency when goods or services are immediately necessary for the preservation of the public health,welfare,or safety,or for the protection of County property. ❑When the contract is with a federal,state,or local governmental agency. ❑When the department head,with the concurrence of the Purchasing Agent,finds that the cost of preparing and administering a competitive bidding process in a particular case will equal or exceed the estimated contract amount or$5,000 whichever is more. ❑When a contract provides only for payment of per diem and travel expenses and there is to be no payment for services rendered. ❑When obtaining the services of expert witnesses for litigation or special counsel to assist the County. ®When in unusual or extraordinary circumstances,the Board of Supervisors or the Purchasing Agent/Purchasing Manager determines that the best interests of the County would be served by not securing competitive bids or issuing a request for proposal. 6. Explain why the unique qualities and/or capabilities described above are essential to your department. WebEOC is a Crisis Management System. This software is critical for allowing the County to communicate in an EOC environment and document impacts as well as responses during a disaster. WebEOC allows for information sharing, resource tracking, situational analysis, communication, and dissemination of information in the Emergency Operations Center(EOC)during an emergency or disaster. This information provides the ability to easily communicate with EOC staff, and partner agencies and the State. 7. Provide a comprehensive explanation of the research done to verify that the recommended vendor is the only vendor with the unique qualities and/or capabilities stated above. Include a list of all other vendors contacted, what they were asked, and their responses. WebEOC has been in use by Fresno County DPH for 12 years. In 2011 Request for Proposal No. 208-4996 was issued by the County for an on-line crisis information management system and ESi was chosen as the vendor who met the needs of the RFP which included but were not limited to system's consistency with Incident Command System, SEMS, and National Incident Management System principles and amount of demonstrated experience in California. While there are other vendors who offer crisis management software, such as Noggin, Everbridge, and Crisis Systems Management, LLC, the Department of Public Health EOC has advised that the WebEOC subscription software has been effective and reliable. Changing to a new vendor would result in increased costs and potential delays in services due to the time and manpower it would take to transition, implement, train employees, and the data conversion involved in the shift to a new software. Transitioning to a new software would also require the County to pay for both old and new systems running them concurrently until the transition was complete. ESi Acquisition, Inc. is the developer of WebEOC, and they are the only company who can provide the licensing and support for their proprietary product. cvart 8/14/2024 3:41:35 PM 8/14/24 [a Sign] Double click! E-PD-048 (Rev 07/2021) Requested By: Title I approve this request to suspend competition for the service(s) and/or product(s) identified herein. dluchini 8/14/2024 5:09:37 PM [a Sign] Double dick! Department Head Signature rblackburn 8/15/2024 2:10:53 PM [a Sign] Double dick! Purchasing Manager Signature E-PD-048 (Rev 07/2021) I Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Agreement No. 24-480 1 SERVICE AGREEMENT 2 This Service Agreement ("Agreement") is dated September 10, 2024 and is between 3 ESi Acquisition, Inc., a Delaware corporation, ("Contractor"), and the County of Fresno, a 4 political subdivision of the State of California ("County"). 5 Recitals 6 A. The County has a need for WebEOC Software as a Service (SaaS) (as defined in 7 Exhibit A) subscription license including support services, professional services, and training. 8 The purpose of the WebEOC software subscription is to provide information and resource 9 tracking, situation analysis, communication, and dissemination of information during Emergency 10 Operations Centers (EOC) events. 11 B. The County previously entered into Agreement A-19-467 for continued licensing and 12 support for WebEOC software subscription platform, which expires on June 30, 2024. 13 C. The County desires to enter into an agreement through a suspension of competition with 14 the Contractor for the continued provision of WebEOC software subscription licensing, 15 maintenance, support and professional services. 16 The parties therefore agree as follows: 17 Article 1 18 Contractor's Services 19 1.1 Scope of Services. The Contractor shall provide a three-year subscription license 20 with two possible one-year extensions for WebEOC SaaS software platform as described in 21 Exhibit A and Exhibit F to this Agreement. 22 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and 23 able to perform all of the services provided in this Agreement. 24 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all 25 applicable federal, state, and local laws and regulations in the performance of its obligations 26 under this Agreement, including but not limited to workers compensation, labor, and 27 confidentiality laws and regulations. 28 1 I Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA 1 1.4 License Term. The term of the license (as defined in Exhibit A and Exhibit F) is a 2 three-year subscription service with two possible one-year extensions. However, the County 3 shall be entitled to WebEOC software subscription platform updates, upgrades, enhancements, 4 new versions, bug fixes, other improvements to the software, as and when released by the 5 Contractor to Contractor's customers, and access to the WebEOC software subscription 6 platform, and to technical assistance relating to the software, for the Term described in this 7 Agreement. Contractor hereby grants to the County, at no additional cost, a limited non- 8 exclusive, non-transferable, and non-sublicensable revocable term Subscription license to use 9 the Contractor's WebEOC software subscription platform (as defined in Exhibit A and Exhibit F) 10 in object code only for County's internal business purposes (and not to process the data of any 11 other entity or agency, except to the extent the other entity or agency uses the County's public 12 facing site), as well as to support the number of County databases and the number of named 13 users of the Contractor. 14 1.5 Coordination of Work. Contractor shall coordinate all work with County to minimize 15 any interruptions to the normal operation of County operations, through the appointee as 16 identified in Section 1 of Article 2 of this Agreement. 17 1.6 Infringement. Contractor further represents and warrants that it has the right to 18 grant the licenses granted to County hereunder and that the services provided under this 19 Agreement do not infringe upon or violate the United States patent of rights of any third party 20 and do not infringe upon or violate the copyright, or trade secret right of any third party. This 21 Section survives the termination of this agreement. 22 1.7 Viruses & Disabling Mechanisms. Contractor shall use commercially reasonable, 23 diligent measures to screen the licensed programs provided under this Agreement to avoid 24 introducing, or coding of, any virus or other destructive programming designed to permit 25 unauthorized access or use by third parties to the software installed on County's systems (as 26 defined in Exhibit A), or to disable or damage the County's systems (each, a "Virus"). Without 27 limiting the rights and remedies of the County, in the event any Virus is introduced into the 28 County's systems through any of the licensed programs provided under this Agreement, 2 I Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA 1 whether or not such introduction is attributable to the Contractor (including the Contractor's 2 failure to perform its obligations under this Agreement), the Contractor shall, as soon as 3 practicable, use its diligent, commercially reasonable efforts to assist the County in eliminating 4 the effects of the Virus, and if the Virus causes a loss of operational efficiency or loss of data, 5 and upon the County's request, Contractor will, diligently work as soon as practicable to contain 6 and remedy the problem and to restore lost data resulting from the introduction of such Virus. 7 Contractor shall not insert into any of the licensed programs provided in this Agreement any 8 code or other device that would have the effect of disabling or otherwise shutting down all or 9 any portion of the licensed programs. Contractor shall not invoke such code or other device at 10 any time, including upon expiration or termination of this Agreement for any reason. This 11 section survives the termination of this Agreement. 12 1.8 ADA Compliance. Contractor's Products and Services shall be in Compliance with 13 the Americans with Disabilities Act of 1990 (ADA) shall be the sole responsibility of the 14 Contractor. Contractor shall indemnify, defend, and hold County (including its officers, agents, 15 employees, and volunteers) harmless from liability of any nature or kind, including damages, 16 costs and expenses (including attorney's fees and costs) arising from the Contractor's non- 17 compliance therewith, including compliance with ADA Section 508 of the Rehabilitation Act of 18 1973. This section survives the termination of this Agreement. 19 Article 2 20 County's Responsibilities 21 2.1 County Contractor Administrator. The County appoints the Director of Internal 22 Services/Chief Information Officer ("CIO"), or his or her designee, as the County's Contract 23 Administrator with full authority to deal with the Contractor in all matters concerning this 24 Agreement. 25 2.2 Notice to Proceed. County shall issue a Notice to Proceed for each Order or SOW, 26 (as defined in Exhibit A) for which County may desire, and shall issue any subsequent Change 27 Requests, which County may desire, for each Order or SOW, as applicable. 28 3 I Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA 1 2.3 Written Acceptance. County shall provide a Written Acceptance of all Orders or 2 SOW's, upon the County's determination that the Contractor has fully performed under the 3 Order or SOW, at the end of an Order or SOW, as applicable. 4 2.4 Contractor Access. The County will ensure that Contractor's consultants have 5 access to County's network and systems as required during County's normal business hours, 6 which is 8AM to 5PM Monday through Friday, except for County holidays or when the Office of 7 the Clerk of the Board of Supervisors is officially closed to the public. 8 Article 3 9 Compensation, Invoices, and Payments 10 3.1 Compensation. The County agrees to pay, and Contractor agrees to receive, 11 compensation for the performance of its services under this Agreement as described in Exhibit 12 B to this Agreement. 13 3.2 Maximum Compensation. Pursuant to Article 4 of this Agreement, the term of this 14 Agreement for a three-year term, with two, optional 12-month extension periods. The total 15 maximum compensation payable to Contractor during the initial term of this Agreement is 16 $219,869. If this Agreement is extended for the first additional year as provided in Article 4, 17 below, the total maximum compensation payable to Contractor will increase to $285,604. If this 18 Agreement is extended for the second additional year as provided in Article 4, below, the total 19 maximum compensation payable to Contractor for Contractor Products and Services will 20 increase to $354,626. The total maximum compensation includes $6,160 for one-time fees and 21 $316,227 for annual recurring subscription licensing and $32,239.00 for additional licensing and 22 services, as needed. In the event the total maximum compensation amount in the Initial Term 23 and/ or Year 4, is not fully expended, the remaining unspent funding amounts shall roll over to 24 each subsequent term's established maximum compensation. 25 The Contractor acknowledges that the County is a local government entity and does so with 26 notice that the County's powers are limited by the California Constitution and by State law, and 27 with notice that the Contractor may receive compensation under this Agreement only for 28 services performed according to the terms of this Agreement and while this Agreement is in 4 I Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA 1 effect, and subject to the maximum amount payable under this section. The Contractor further 2 acknowledges that County employees have no authority to pay the Contractor except as 3 expressly provided in this Agreement. 4 3.3 Contractor Products and Services. The Contractor's WebEOC SaaS Subscription 5 license including support, and professional services are purchased by the County as annual 6 renewals or one-time fees. Additional Contractor Products and Services, which may include but 7 is not limited to, licenses, modules, features, professional services may be added, during an 8 Order Term (as described in 3.4 below.), to the System Software as determined necessary by 9 the Contract Administrator. 10 3.4 Annual Fees. Subscription license annual fees (as identified in Exhibit B) are due for 11 the first year of the Agreement, and then annually thereafter, and at the beginning of any 12 extended term, within forty-five (45) days of receipt of invoice. Exhibit B of this Agreement 13 identifies the list of Products and Services used in this Agreement. Services supporting the 14 Contractor's products, shall be paid annually commencing upon the completion of the 15 implementation of the products, or their being ready for County's use. 16 3.5 Ordering Products and Services. The Parties may execute one or more Order or 17 SOW related to the sale and purchase of Contractor's Products and Services. Each Order or 18 SOW will include an itemized list of the Contractor Products and Services as well as the Order 19 Term for such Contractor Products and Services. Each Order or SOW must, generally, be 20 signed by the Parties. Each Order or SOW shall be governed by this Agreement regardless of 21 any pre-printed legal terms on each Order or SOW, and by this reference is incorporated herein. 22 3.6 Invoices. The Contractor shall submit invoices to the County of Fresno, Internal 23 Services Department, Attention: Business Office, 333 W. Pontiac Way, Clovis, CA 93612, 24 isaDuslnessotrlceccurresnocountyca.gc . The Contractor shall submit each invoice within 60 days 25 after the month in which the Contractor performs services and in any case within 60 days after 26 the end of the term or termination of this Agreement. 27 28 5 I Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA 1 3.7 Payment. The County shall pay each correctly completed and timely submitted 2 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's 3 address specified in the invoice. 4 3.8 Incidental Expenses. The Contractor is solely responsible for all of its costs and 5 expenses that are not specified as payable by the County under this Agreement. 6 Article 4 7 Term of Agreement 8 4.1 Term. This Agreement is effective on the date that the parties sign this Agreement, 9 and terminates no more than three years later, except as provided in section 4.2, "Extension," or 10 Article 6, "Termination and Suspension," below. 11 4.2 Extension. The term of this Agreement may be extended for no more than two (2), 12 one-year periods only upon the written approval of both parties at least 30 days before the first 13 day of the next one-year extension period. The Director of Internal Services/Chief Information 14 Officer or his or her designee is authorized to sign the written approval on behalf of the County 15 based on the Contractor's satisfactory performance. The extension of this Agreement by the 16 County is not a waiver or compromise of any default or breach of this Agreement by the 17 Contractor existing at the time of the extension whether or not known to the County. 18 Article 5 19 Notices 20 5.1 Contact Information. The persons and their addresses having authority to give and 21 receive notices provided for or permitted under this Agreement include the following: 22 For the County: 23 Director of Internal Services/Chief Information Officer County of Fresno 24 333 W. Pontiac Way Clovis, CA 93612 25 isdcontracts(a)fresnocountyca.gov 26 For the Contractor: CISO 27 ESi Acquisition, Inc. 235 Peachtree St., N.E., Suite 2300 28 Atlanta, GA 30303 legal@juvare.com 6 I Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA 1 5.2 Change of Contact Information. Either party may change the information in section 2 5.1 by giving notice as provided in section 5.3. 3 5.3 Method of Delivery. Each notice between the County and the Contractor provided 4 for or permitted under this Agreement must be in writing, state that it is a notice provided under 5 this Agreement, and be delivered either by personal service, by first-class United States mail, by 6 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable 7 Document Format (PDF) document attached to an email. 8 (A) A notice delivered by personal service is effective upon service to the recipient. 9 (B) A notice delivered by first-class United States mail is effective three County 10 business days after deposit in the United States mail, postage prepaid, addressed to the 11 recipient. 12 (C)A notice delivered by an overnight commercial courier service is effective one 13 County business day after deposit with the overnight commercial courier service, 14 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to 15 the recipient. 16 (D)A notice delivered by PDF document attached to an email is effective when 17 transmission to the recipient is completed (but, if such transmission is completed outside 18 of County business hours, then such delivery is deemed to be effective at the next 19 beginning of a County business day), provided that the sender maintains a machine 20 record of the completed transmission. 21 5.4 Claims Presentation. For all claims arising from or related to this Agreement, 22 nothing in this Agreement establishes, waives, or modifies any claims presentation 23 requirements or procedures provided by law, including the Government Claims Act (Division 3.6 24 of Title 1 of the Government Code, beginning with section 810). 25 Article 6 26 Termination and Suspension 27 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are 28 contingent on the approval of funds by the appropriating government agency. If sufficient funds 7 I Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA 1 are not allocated, then the County, upon at least 30 days' advance written notice to the 2 Contractor, may: 3 (A) Modify the services provided by the Contractor under this Agreement; or 4 (B) Terminate this Agreement. 5 6.2 Termination for Breach. 6 (A) Upon determining that a breach (as defined in paragraph (C) below) has 7 occurred, the County may give written notice of the breach to the Contractor. The written 8 notice may suspend performance under this Agreement, and must provide at least 30 9 days for the Contractor to cure the breach. 10 (B) If the Contractor fails to cure the breach to the County's satisfaction within the 11 time stated in the written notice, the County may terminate this Agreement immediately. 12 (C) For purposes of this section, a breach occurs when, in the determination of the 13 County, the Contractor has: 14 (1) Obtained or used funds illegally or improperly; 15 (2) Failed to comply with any part of this Agreement; 16 (3) Submitted a substantially incorrect or incomplete report to the County; or 17 (4) Improperly performed any of its obligations under this Agreement. 18 6.3 Termination without Cause. In circumstances other than those set forth above, the 19 County CIO may terminate this Agreement by giving at least 30 days advance written notice to 20 the Contractor. 21 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County 22 under this Article 6 is without penalty to or further obligation of the County. 23 6.5 County's Rights upon Termination. Upon termination for breach under this Article 24 6, the County may demand repayment by the Contractor of any monies disbursed to the 25 Contractor under this Agreement that, in the County's sole judgment, were not expended in 26 compliance with this Agreement. The Contractor shall promptly refund all such monies upon 27 demand. This section survives the termination of this Agreement. 28 8 I Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA 1 Article 7 2 Independent Contractor 3 7.1 Status. In performing under this Agreement, the Contractor, including its officers, 4 agents, employees, and volunteers, is at all times acting and performing as an independent 5 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint 6 venturer, partner, or associate of the County. 7 7.2 Verifying Performance. The County has no right to control, supervise, or direct the 8 manner or method of the Contractor's performance under this Agreement, but the County may 9 verify that the Contractor is performing according to the terms of this Agreement. 10 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no 11 right to employment rights or benefits available to County employees. The Contractor is solely 12 responsible for providing to its own employees all employee benefits required by law. The 13 Contractor shall save the County harmless from all matters relating to the payment of 14 Contractor's employees, including compliance with Social Security withholding and all related 15 regulations. 16 7.4 Services to Others. The parties acknowledge that, during the term of this 17 Agreement, the Contractor may provide services to others unrelated to the County. 18 Article 8 19 Indemnity and Defense 20 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the 21 County (including its officers, agents, employees, and volunteers) against all claims, demands, 22 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and 23 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to 24 the performance or failure to perform by the Contractor (or any of its officers, agents, 25 subcontractors, or employees) under this Agreement. The County may conduct or participate in 26 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or 27 defend the County. 28 8.2 Survival. This Article 8 survives the termination of this Agreement. 9 I Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA 1 Article 9— Omitted. 2 Article 10 3 Insurance 4 10.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this 5 Agreement. 6 Article 11 7 Ownership of Data 8 11.1 Ownership of Data. The parties acknowledge and agree that all the County's data 9 (Data), is and shall remain the exclusive property of the County. The Contractor acknowledges 10 that in performing its obligations under the Agreement it may have access to the County's 11 networks and Data. The Contractor shall use and access such Data only as necessary for the 12 purpose of providing the services and supporting the Software as agreed. 13 11.2 Ownership of System Software. The parties acknowledge and agree that, as 14 between Contractor and County, title and full ownership of all rights in and to the System 15 Software, System Documentation (as defined in Exhibit A), and all other materials provided to 16 County by Contractor under the terms of this Agreement shall remain with Contractor. County 17 will take reasonable steps to protect trade secrets (as defined in Government Code Section 18 7924.510(f)) of the System Software and System Documentation, and which are identified as 19 such by Contractor. County may not disclose or make available to third parties the System 20 Software or System Documentation or any portion thereof, unless otherwise required by court 21 order. Contractor shall own all right, title and interest in and to all corrections, modifications, 22 enhancements, programs, and work product conceived, created or developed, alone or with 23 County or others, as a result of or related to the performance of this Agreement, including all 24 proprietary rights therein and based thereon. Except and to the extent expressly provided 25 herein, Contractor does not grant to County any right or license, express or implied, in or to the 26 System Software and System Documentation or any of the foregoing. The parties acknowledge 27 and agree that, as between Contractor and County, full ownership of all rights in and to all 28 10 I Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA 1 County data, whether in magnetic or paper form, including without limitation printed output from 2 the System, are the exclusive property of County. 3 11.3 Contractor Intellectual Property Rights. Contractor shall grant a limited non- 4 exclusive, non-transferable, and non-sublicensable revocable term Subscription license, at no 5 additional cost, to County to use the Contractor Products and Services to the extent allowed in 6 the relevant Order or SOW (Permitted Use). County may reproduce, modify or create derivative 7 works for its own use, public display, and use any and all of Contractor's copyrights in the 8 homepage layout wireframe, sitemap, draft homepage design concept(s) interior page layouts 9 (collectively, the "Contractor Designs") embodied in County's website and intranet, which are 10 prepared or caused to be prepared by Contractor under this Agreement. All rights not licensed 11 are reserved to the Contractor and no rights may be implied. The Contractor retains all 12 intellectual property rights in the Software, and the County agrees to implement software 13 protection measures designed to prevent unauthorized use and copying of the Software. 14 11.4 Data Sources. Data uploaded into Contractor Products and Services must be 15 brought in from County sources (interactions with end users and opt-in contact lists). County 16 cannot upload purchased contact information into Contractor Products and Services without 17 Contractor's written permission, which shall not be unreasonably withheld or delayed, and 18 professional services support for list cleansing. Contractor understands and acknowledges, 19 however, that County is a government agency and intends to use Contractor for the purpose of 20 publishing information required by law to be available to the public. 21 Article 12 22 Confidentiality & Data Security 23 12.1 Confidentiality. The County and the Contractor may have access to information that 24 the other considers to be a trade secret as defined in California Government Code section 25 7924.510(f). All services performed by CONTRACTOR under this Agreement shall be in strict 26 conformance with all applicable Federal, State of California and/or local laws and regulations 27 relating to confidentiality. 28 11 I Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA 1 12.2 Each party shall use the other's Information only to perform its obligations under, and 2 for the purposes of, the Agreement. Neither party shall use the Information of the other Party for 3 the benefit of a third party. Each Party shall maintain the confidentiality of all Information in the 4 same manner in which it protects its own information of like kind, but in no event shall either 5 Party take less than reasonable precautions to prevent the unauthorized disclosure or use of the 6 Information. 7 8 12.3 Contractor shall not disclose the County's data except to any third parties as 9 necessary to operate the Contractor Products and Services (provided that the Contractor 10 hereby grants to the County, at no additional cost, a non-perpetual, noncancelable, worldwide, 11 nonexclusive license to utilize any data, on an anonymous or aggregate basis only, that arises 12 from the use of the Contractor Products and Services by the Contractor, whether disclosed on, 13 subsequent to, or prior to the Effective Date, to improve the functionality of the Contractor 14 Products and Services and any other legitimate business purpose, subject to all legal 15 restrictions regarding the use and disclosure of such information). 16 12.4 Upon termination of the Agreement, or upon a Party's request, each Party shall 17 return to the other all Information of the other in its possession. All provisions of the Agreement 18 relating to confidentiality, ownership, and limitations of liability shall survive the termination of 19 the Agreement. 20 12.5 All services performed by Contractor shall be in strict conformance with all applicable 21 Federal, State of California, and/or local laws and regulations relating to confidentiality, including 22 but not limited to, California Civil Code, California Welfare and Institutions Code, California 23 Health and Safety Code, California Code of Regulations, and the Code of Federal Regulations. 24 12.6 Data Security. Contractor shall be responsible for the privacy and security 25 safeguards, as identified in Exhibit E, entitled "Data Security." To the extent required to carry out 26 the assessment and authorization process and continuous monitoring, to safeguard against 27 threats and hazards to the security, integrity, and confidentiality of any County data collected 28 and stored by the Contractor, Contractor shall afford the County access as necessary at 12 I Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA 1 Contractor's reasonable discretion, to the Contractor's facilities, installations, and technical 2 capabilities. If new or unanticipated threats or hazards are discovered by either the County or 3 the Contractor, or if existing safeguards have ceased to function, the discoverer shall 4 immediately bring the situation to the attention of the other party. 5 6 Article 13 7 Inspections, Audits, and Public Records 8 13.1 Inspection of Documents. The Contractor shall make available to the County, and 9 the County may examine at any time during Business Hours and as often as the County deems 10 necessary, all of the Contractor's records and data with respect to the matters covered by this 11 Agreement, excluding attorney-Contractor privileged communications. The Contractor shall, 12 upon request by the County, permit the County to audit and inspect all of such records and data 13 to ensure the Contractor's compliance with the terms of this Agreement. 14 13.2 State Audit Requirements. If the compensation to be paid by the County under this 15 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the 16 California State Auditor, as provided in Government Code section 8546.7, for a period of three 17 years after final payment under this Agreement. This section survives the termination of this 18 Agreement. 19 13.3 Public Records. The County is not limited in any manner with respect to its public 20 disclosure of this Agreement or any record or data that the Contractor may provide to the 21 County. The County's public disclosure of this Agreement or any record or data that the 22 Contractor may provide to the County may include but is not limited to the following: 23 (A) The County may voluntarily, or upon request by any member of the public or 24 governmental agency, disclose this Agreement to the public or such governmental 25 agency. 26 (B) The County may voluntarily, or upon request by any member of the public or 27 governmental agency, disclose to the public or such governmental agency any record or 28 13 I Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA 1 data that the Contractor may provide to the County, unless such disclosure is prohibited 2 by court order. 3 (C) This Agreement, and any record or data that the Contractor may provide to the 4 County, is subject to public disclosure under the Ralph M. Brown Act (California 5 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950). 6 (D)This Agreement, and any record or data that the Contractor may provide to the 7 County, is subject to public disclosure as a public record under the California Public 8 Records Act (California Government Code, Title 1, Division 10, Chapter 3, beginning 9 with section 7920.200) ("CPRA") 10 (E) This Agreement, and any record or data that the Contractor may provide to the 11 County, is subject to public disclosure as information concerning the conduct of the 12 people's business of the State of California under California Constitution, Article 1, 13 section 3, subdivision (b). 14 (F) Any marking of confidentiality or restricted access upon or otherwise made with 15 respect to any record or data that the Contractor may provide to the County shall be 16 disregarded and have no effect on the County's right or duty to disclose to the public or 17 governmental agency any such record or data. 18 13.4 Public Records Act Requests. If the County receives a written or oral request 19 under the CPRA to publicly disclose any record that is in the Contractor's possession or control, 20 and which the County has a right, under any provision of this Agreement or applicable law, to 21 possess or control, then the County may demand, in writing, that the Contractor deliver to the 22 County, for purposes of public disclosure, the requested records that may be in the possession 23 or control of the Contractor. Within five business days after the County's demand, the 24 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's 25 possession or control, together with a written statement that the Contractor, after conducting a 26 diligent search, has produced all requested records that are in the Contractor's possession or 27 control, or (b) provide to the County a written statement that the Contractor, after conducting a 28 diligent search, does not possess or control any of the requested records. The Contractor shall 14 I Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA 1 cooperate with the County with respect to any County demand for such records. If the 2 Contractor wishes to assert that any specific record or data is exempt from disclosure under the 3 CPRA or other applicable law, it must deliver the record or data to the County and assert the 4 exemption by citation to specific legal authority within the written statement that it provides to 5 the County under this section. The Contractor's assertion of any exemption from disclosure is 6 not binding on the County, but the County will give at least 10 days' advance written notice to 7 the Contractor before disclosing any record subject to the Contractor's assertion of exemption 8 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs 9 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption, 10 failure to produce any such records, or failure to cooperate with the County with respect to any 11 County demand for any such records. 12 Article 14 13 Disclosure of Self-Dealing Transactions 14 14.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation, 15 or changes its status to operate as a corporation. 16 14.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a 17 self-dealing transaction, he or she shall disclose the transaction by completing and signing a 18 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to 19 the County before commencing the transaction or immediately after. 20 14.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is 21 a party and in which one or more of its directors, as an individual, has a material financial 22 interest. 23 Article 15 24 General Terms 25 15.1 CIO. Director of Internal Services/Chief Information Officer (CIO). 26 15.2 Modification. Except as provided in Article 6, "Termination and Suspension," this 27 Agreement may not be modified, and no waiver is effective, except by written agreement signed 28 15 I Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA 1 by both parties. The Contractor acknowledges that County employees have no authority to 2 modify this Agreement except as expressly provided in this Agreement. 3 15.3 Non-Assignment. Neither party may assign its rights or delegate its obligations 4 under this Agreement without the prior written consent of the other party. 5 15.4 Governing Law. The laws of the State of California govern all matters arising from 6 or related to this Agreement. 7 15.5 Jurisdiction and Venue. This Agreement is signed and performed in Fresno 8 County, California. Contractor consents to California jurisdiction for actions arising from or 9 related to this Agreement, and, subject to the Government Claims Act, all such actions must be 10 brought and maintained in Fresno County. 11 15.6 Severability. If anything in this Agreement is found by a court of competent 12 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in 13 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of 14 this Agreement with lawful and enforceable terms intended to accomplish the parties' original 15 intent. 16 15.7 Nondiscrimination. During the performance of this Agreement, the Contractor shall 17 not unlawfully discriminate against any employee or applicant for employment, or recipient of 18 services, because of race, religious creed, color, national origin, ancestry, physical disability, 19 mental disability, medical condition, genetic information, marital status, sex, gender, gender 20 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to 21 all applicable State of California and federal statutes and regulation. 22 15.8 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation 23 of the Contractor under this Agreement on any one or more occasions is not a waiver of 24 performance of any continuing or other obligation of the Contractor and does not prohibit 25 enforcement by the County of any obligation on any other occasion. 26 15.9 Entire Agreement. This Agreement, including its exhibits, is the entire agreement 27 between the Contractor and the County with respect to the subject matter of this Agreement, 28 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements, 16 I Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA 1 publications, and understandings of any nature unless those things are expressly included in 2 this Agreement. If there is any inconsistency between the terms of this Agreement without its 3 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving 4 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the 5 exhibits. 6 15.10 No Third-Party Beneficiaries. This Agreement does not and is not intended to 7 create any rights or obligations for any person or entity except for the parties. 8 15.11 Authorized Signature. The Contractor represents and warrants to the County that: 9 (A) The Contractor is duly authorized and empowered to sign and perform its 10 obligations under this Agreement. 11 (B) The individual signing this Agreement on behalf of the Contractor is duly 12 authorized to do so and his or her signature on this Agreement legally binds the 13 Contractor to the terms of this Agreement. 14 15.12 Electronic Signatures. The parties agree that this Agreement may be executed by 15 electronic signature as provided in this section. 16 (A) An "electronic signature" means any symbol or process intended by an individual 17 signing this Agreement to represent their signature, including but not limited to (1) a 18 digital signature; (2) a faxed version of an original handwritten signature; or (3) an 19 electronically scanned and transmitted (for example by PDF document) version of an 20 original handwritten signature. 21 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed 22 equivalent to a valid original handwritten signature of the person signing this Agreement 23 for all purposes, including but not limited to evidentiary proof in any administrative or 24 judicial proceeding, and (2) has the same force and effect as the valid original 25 handwritten signature of that person. 26 (C) The provisions of this section satisfy the requirements of Civil Code section 27 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, 28 Part 2, Title 2.5, beginning with section 1633.1). 17 I Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA 1 (D) Each party using a digital signature represents that it has undertaken and 2 satisfied the requirements of Government Code section 16.5, subdivision (a), 3 paragraphs (1) through (5), and agrees that each other party may rely upon that 4 representation. 5 (E) This Agreement is not conditioned upon the parties conducting the transactions 6 under it by electronic means and either party may sign this Agreement with an original 7 handwritten signature. 8 15.13 Counterparts. This Agreement may be signed in counterparts, each of which is an 9 original, and all of which together constitute this Agreement. 10 Agent for Service of Process. The Contractor represents to the County that the 11 Contractor's agent for service of process in California, and that such agent's address for 12 receiving such service of process in California, which information the Contractor shall maintain 13 with the office of the California Secretary of State, is as follows: 14 1505 Corporation Registered Agent 15 Solutions, Inc Jackson Yang 16 720 14t" St Sacramento, Ca 95814 17 The Contractor further represents to the County that if the Contractor changes its agent for 18 service of process in California, or the Contractor's agent for service of process in California 19 changes its address for receiving such service of process in California, which changed 20 information the Contractor shall maintain with the office of the California Secretary of State, the 21 Contractor shall give the County written notice thereof within five (5) calendar days thereof 22 pursuant to Article 5. 23 [SIGNATURE PAGE FOLLOWS] 24 25 26 27 28 18 11 Docusign Envelope ID:EC555AA5-309D-4F81-69A0-01 E6E0288BDA 1 The parties are signing this Agreement on the date stated in the introductory clause. 2 ESI ACQUISITION, INC. COUNTY OF FRESNO 3 EDocuSigned by: 4 038540ED7 5042F 5 Rajib Roy, CEO Nathan Magsig, Chairman of the Board of Supervisors of the County of Fresno 6 235 Peachtree St., Suite 2300 Atlanta, GA 30303 Attest: 7 Bernice E. Seidel Clerk of the Board of Supervisors 8 County of Fresno, State of California By: A'4" 10 eput 11 For accounting use only: 12 Org No.: 56201500 Account No.: 7309 13 Fund No.: 0001 Subclass No.: 10000 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 19 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit A - Scope of Work 1 1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following 2 terms shall have the meanings specified: 3 Change Control Process is defined as the process used by the Information Services 4 Division of COUNTY's Internal Services Department to inform COUNTY staff of new or updated 5 production use systems. 6 Products and Services — is defined as the products and services made available to the 7 County pursuant to this Agreement, which may include Contractor Products and Services 8 accessible for use by the County on a subscription basis ("Software-as-a-Service" or "SaaS"), 9 Contractor professional services, content from any professional services or other required 10 equipment components or other required hardware, as specified in each Order or SOW. 11 License is defined as the license granted under this Agreement, and the rights and 12 obligations that it creates under the laws of the United States of America and the State of 13 California, including without limitation, copyright and intellectual property law. 14 Order or Statement of Work (SOW) is defined as a written order, proposal, or purchase 15 document in which the Contractor agrees to provide and the County agrees to purchase specific 16 Contractor Products and Services. Statement of Work (SOW) means a written order, proposal, 17 or purchase document that is signed by both Parties and describes the Contractor Products and 18 Services to be provided and/or performed by the Contractor. Each Order or SOW shall describe 19 the Parties' performance obligations and any assumptions or contingencies associated with the 20 implementations of the Contractor Products and Services, as specified in each Order or SOW 21 placed hereunder. 22 Order Term is defined as the then-current duration of performance identified on each 23 Order or SOW, for which the Contractor has committed to provide, and the County has 24 committed to pay for, Contractor Products and Services. 25 26 27 A-1 28 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit A - Scope of Work 1 Support is defined as the ongoing support and maintenance services performed by the 2 Contractor related to the Contractor Products and Services as specified in each Order or SOW 3 placed between the Parties. 4 System is defined as the System Software and System Documentation, collectively, 5 including all modifications and enhancements. 6 System Documentation is defined as the documentation relating to the System Software, 7 including all manuals, reports, brochures, sample runs, specifications, and other materials 8 provided by CONTRACTOR in connection with the System Software. 9 System Software is defined as Contractors Products and Services provided and hosted 10 by Contractor. System Software does not include operating system software, or any other third- 11 party software. 12 System Software Maintenance and Support and Support is defined as software hosting 13 for System Software, regular software updates to System Software, and support provided for 14 System Software in case of errors, mistakes, or other technical difficulties. 15 2. Warranties & Disclaimers. Contractor warrants that all services performed under this 16 Agreement will conform in all aspects with the requirements of this Agreement and their 17 specifications. Contractor warrants that it takes all precautions that are standard in the industry, 18 in California, to increase the likelihood of a successful performance for the Contractor Products 19 and Services. 20 Except as provided in herein provided, each Party hereby disclaims any and all other 21 warranties of any nature whatsoever whether oral and written, express or implied, including, 22 without limitation, the implied warranties of merchantability, title, non-infringement, and fitness 23 for a particular purpose. Contractor does not warrant that Contractor Products and Services will 24 meet County's requirements. 25 3. Project Deadlines. It is understood and agreed by both parties to this Agreement that if 26 all the work specified or indicated in the Order or SOW is not completed within the specified 27 A-2 28 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit A - Scope of Work 1 time frames set forth in the Order or SOW, or within such time limits as extended, County may 2 elect to terminate without clause as discussed in section 6.3, provided however, nothing in this 3 Section A.9 limits any of County's remedies under this Agreement for Contractor's breach of 4 this Agreement. 5 4. Contractor's Project Coordinator. Upon execution of this Agreement, Contractor shall 6 appoint a Project Coordinator who will act as the primary contact person to interface with 7 County for the services discussed in this Agreement. 8 5. Documentation. Contractor shall provide to County System Documentation, which shall 9 consist of electronic media files. The electronic media files must be printable using PC software 10 normally available at County. Contractor shall provide new System Documentation 11 corresponding to all new Software Upgrades. County may print additional copies of all 12 documentation. All System Documentation is to be used by County only for the purposes 13 identified within this Agreement. 14 6. Technical Information. Contractor will provide technical information to County. Such 15 information may cover areas regarding the software discussed in this Agreement, third party 16 software, and other matters considered relevant to County by Contractor. Technical information 17 will be provided at the discretion of Contractor but will not be unreasonably withheld. 18 7. Operating System Updates. The application must run on a County operating system 19 that is consistently and currently supported by the operating system vendor. Applications under 20 maintenance are expected to always be current in regards to the required Contractor operating 21 system. No outdated or unsupported County operating system will be implemented on the 22 production network. Contractor shall keep their software current in order to operate in this 23 environment. Patches may include critical operating system updates and security patches. 24 8. Adhere to Change Control Process. Contractor employs a procedure to implement 25 updates, upgrades, and version releases to a system that is in production use. This forum 26 allows Contractor to inform County of upcoming changes to a production system. Contractor 27 A-3 28 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit A - Scope of Work 1 must inform County a minimum of one (1) week prior to any planned, non-emergency changes 2 so that the Change Control Process may be followed. 3 9. Storage and Sending. If any services specified in this Agreement are used to store 4 and/or send Confidential Information, Contractor must be notified in writing, in advance of the 5 storage or sending. Should County provide such notice, County must ensure that Confidential 6 Information is stored behind a secure interface and that Contractor Products and Services be 7 used only to notify people of updates to the information that can be accessed after 8 authentication against a secure interface managed by County. 9 10. Support Services. Support Services is defined as technical support, account 10 management, and education and training. Contractor will support day-to-day operation of the 11 System as follows. Basic support related to standard Contractor Products and Services is 12 included within the fees paid during the Order Term. Contractor may update its Support 13 obligations under this Agreement, so long as the functionality purchased by County is not 14 materially diminished. An emergency is defined as Contractor's services described in this 15 Agreement being down for more than ten (10) minutes. If more than 3 instances occur a ten 16 (10) percent reduction in compensation will go into effect. 17 11. Downtime. Downtime shall be defined as System non-availability due to System 18 Software error, malfunction, or due to System Software Maintenance and Support activity other 19 than in accordance with the scheduling parameters set forth in this Agreement. Examples of 20 Downtime include, without limitation, County and public cannot access the System for reasons 21 within Contractor's Control or any functional Component of the System or Interference is not 22 available and is within Contractor's Control. County requires that there be no unscheduled 23 Downtime for routine System Software Maintenance and Support of the Application Software. 24 County will accept occasional scheduled Downtime, not to exceed, four (4) hours, for significant 25 non-routine Updates and maintenance to be scheduled by Contractor. Routine System 26 Software Maintenance and Support includes such tasks as major System Software version 27 A-4 28 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit A - Scope of Work 1 Updates. Contractor shall use its best efforts to keep scheduled Downtime for non-routine 2 maintenance to a minimum (99.9% up time guarantee). 3 12. Data Sources. Data uploaded into Contractor Products and Services must be brought 4 in from County sources (interactions with end users and opt-in contact lists). County cannot 5 upload purchased contact information into Contractor Products and Services without 6 Contractor' written permission and professional services support for list cleansing. Contractor 7 certifies that it will not sell, retain, use, or disclose any personal information provided by County 8 for any purpose other than retaining, using, or disclosing such personal information for the 9 specific purpose of performing the services outlined within this Agreement. 10 13. Passwords. Passwords are not transferable to any third party. County is responsible 11 for keeping all passwords secure and all use of the Contractor products and services accessed 12 through County's passwords. 13 14. County Feedback. County will provide feedback to Contractor with any suggestion, 14 enhancement, request, recommendation, correction or other feedback provided by County 15 relating to the use of the Contractor Products and Services. Contractor may use such 16 submissions as it deems appropriate in its sole discretion. 17 15. Support is to be provided by the Contractor as described in Exhibit F, WebEOC 18 Subscription Agreement and Exhibits. 19 16. Product Descriptions. WebEOC is a (SaaS) subscription software application that 20 streamlines response and recovery efforts by automating workflows and notifications, 21 aggregating data from a variety of sources, eliminating redundant data entry, and summarizing 22 data in dashboards with analytics. WebEOC software subscription efficiently disseminates 23 information to the proper personnel & agencies for rapid response based on a common 24 operating picture for situational awareness. WebEOC software subscription provides standard 25 off the shelf workflows (24 and 2 more being released by the end of the year) that are based on 26 industry best practices and also allows users to build their own workflows using the 27 A-5 28 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit A - Scope of Work 1 DesignStudio tool which is included with the platform. WebEOC software subscription is able to 2 connect with CalOES' WebEOC instance for things such as mutual aid, initial damage 3 assessment, and after action reporting while simultaneously allowing the County to operate 4 independently from the State. Not only can WebEOC be used for emergency situations or large 5 scale events, the platform can also be used for day-to-day operations such as Project 6 Management, Plan Building, Inventory Management along with Facility and Shelter Status for 7 daily situational awareness. 8 19. Scope of Service. The Contractor agrees to provide the following services to address 9 the Software hosting needs: 10 WebEOC allows for communications with the California Office of Emergency Services and the 11 Fresno County EOC. This subscription software allows for the documentation and 12 communication during an emergency or disaster. The Contractor shall provide subscription 13 licensing for WebEOC which includes 150 Users, WebEOC Alerts with 100,000 Message 14 Credits and Arc GIS Extension. The Contractor shall also provide professional services for the 15 SaaS Implementation Tier 2 of ArcGIS Extension and Training Center WebEOC virtual 16 Bootcamp 17 a. The Contractor shall provide Hosted Services to the County according to the 18 provisions set forth in the Agreement and this Exhibit. The Contractor shall notify the County 19 promptly upon creation of Hosted Services account and provide the County with all information 20 required to access such account. The Contractor, at its sole discretion, may provide and 21 maintain such Hosted System and/or deliver such Hosted Services internally or through a 22 qualified subcontractor. 23 b. The Contractor shall provide and maintain the facilities, hardware, and 24 networking components as it sees fit to provide access to the Juvare Cloud for the benefit of the 25 County. 26 27 A-6 28 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit A - Scope of Work 1 C. The Contractor shall perform, at its convenience and after notice to the County, 2 scheduled updates of the Juvare Cloud as The Contractor or its hosting subcontractor sees fit. 3 Such updates shall be scheduled to enable the simultaneous update to all of The Contractor - 4 hosted customers. 5 d. The Contractor or its hosting subcontractors shall be entitled to perform, as 6 needed, emergency security updates to the Hosted System to protect the Juvare Cloud or the 7 subcontractor's hosted environment from newly identified and widespread threats to the internet 8 or internet-based services posed by worms, viruses and Trojans, or to address other 9 vulnerabilities, with little or no notice to the County. 10 e. The Contractor shall provide and maintain a redundant shared environment of 11 the Juvare Cloud at a location that is geographically separated from its primary ASP 12 Environment to ensure continuity of Software access and operation in the event of any 13 unforeseen outage, disaster or other event that may interrupt service at the primary location of 14 the Juvare Cloud. Failover to the redundant shared environment of the Juvare Cloud is a 15 manual process and service will be activated by The Contractor immediately upon notification of 16 malfunction, unavailability or failure of primary shared environment of the Juvare Cloud. 17 f. The Contractor will notify (via The Contractor's Support Center) the County of 18 any planned service outages, i.e., for the purpose of performing Software updates or testing, or 19 other inability to perform the services outlined in this Agreement. 20 g. The Contractor shall schedule, perform and maintain a duplicate ("backup") 21 record of the County's data within the Juvare Cloud. 22 h. The Contractor shall provide the County with Support Services for the Hosted 23 Services which include assistance with problems related to the Juvare Cloud, data access, 24 Hosted System access, or similar problems. Such Support Services for the Hosted Services 25 may be accessible to the County via the same contact information provided to the County for 26 Support Services; provided, however, services to be provided by The Contractor under this 27 A-7 28 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit A - Scope of Work 1 Exhibit and the Agreement do not include assistance with third party products; training; 2 installation of plug-ins, boards or modules; API support; or board building; or repair or correction 3 of errors, defects or other operational or performance defects caused by Software configuration, 4 modification, enhancement or programming provided by any party other than The Contractor or 5 an Contractor certified technician. Any professional services described in this Section 2(h), or 6 services required to repair or correct the errors and defects described in this Section 2(h), shall 7 be provided on a fee-for-services basis at rates consistent with the Contractor published price 8 list in effect at the time services are rendered. 9 i. The County may request performance of additional services by The ContractorSuch 10 services shall be invoiced separately by the Contractor at the current published rate for labor 11 and actual costs for materials and travel, if applicable. 12 j. All services provided by Contractor and identified in this Exhibit A shall be subject to the 13 maximum compensation amount as described in Section 3 of this Agreement, and payment for 14 said services shall not exceed that maximum compensation amount. 15 16 17 18 19 20 21 22 23 24 25 26 27 A-8 28 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit B Compensation The Contractor will be compensated for Contractor's Products and Services under this Agreement as provided in this Exhibit B subject to the maximum compensation amount as described in Section 3 of this Agreement. The Contractor is not entitled to any compensation except as expressly provided in this Exhibit B. 1. Fees. The County agrees to pay all fees, costs, and other amounts as specified in each Order or SOW approved by County, subject to the maximum compensation amount as described in Section 3 of this Agreement. 2. Renewing Subscription Fee. These fees as seen in this section 2, will be charged on an annual basis. These fees are subject to the maximum compensation amount as described in Section 3 of this Agreement. Year 1 Item Description Sales Price QTY Total Price number 100-WEB-B WEBeoc Subscription $51,597.00 1 $51,597.00 150 Users WebEOC Alerts 101-S-PEAB-1 100,000 Message $3,150.00 1 $3,150.00 Credits 101-S-AGIS-1 SaaS ArcGIS Extension $4,494.00 1 $4,494.00 Professional Services 700-P-W-SI-T2- -WebEOC-SaaS One-Time Fees Implementation -Tier $3,000.00 1 $3,000.00 2 ArcGIS Extension Implementation Training Center- 702-T- WebEOC Virtual BOOTCAMP Bootcamp Training- $1,580.00 2 $3,160.00 One-Time Fees New Implementation Clients (1 Seat) Additional Licensing and Services as $32,239.00 Needed Year 2 Item Description Sales Price QTY Total Price number WEBeoc 100-WEB-B Subscription 150 $51,597.00 1 $51,597.00 Users B-1 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit B 101-S-PEAB-1 "WebEOC Alerts $3,307.50 1 $3,307.50 100,000 101-S-AGIS-1 Message $4,718.70 1 $4,718.70 Credits" Year 3 Item Description Sales Price QTY Total Price number WEBeoc 100-WEB-B Subscription 150 $54,176.85 1 $54,176.85 Users 101-S-PEAB-1 "WebEOC Alerts $3,472.88 1 $3,472.88 100,000 101-S-AGIS-1 Message $4,954.64 1 $4,954.64 Credits" Year 4 Item Description Sales Price QTY Total Price number WEBeoc 100-WEB-B Subscription 150 $56,885.69 1 $56,885.69 Users WebEOC Alerts 101-S-PEAB-1 100,000 Message $3,646.52 1 $3,646.52 Credits 101-S-AGIS-1 SaaS-ArcGIS $5,202.37 1 $5,202.37 Extension Year 5 Item Description Sales Price QTY Total Price number WEBeoc 100-WEB-B Subscription 150 $59,729.98 1 $59,729.98 Users 101-S-PEAB-1 "WebEOC Alerts $3,828.85 1 $3,828.85 100,000 101-S-AGIS-1 Message $5,462.49 1 $5,462.49 Credits" B-2 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit C Self-Dealing Transaction Disclosure Form In order to conduct business with the County of Fresno ("County"), members of a contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: "A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest." The definition above will be used for purposes of completing this disclosure form. Instructions (1) Enter board member's name, job title (if applicable), and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation's transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. The form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). C-1 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit C (1) Company Board Member Information: Name: Date: Job Title: (2) Company/Agency Name and Address: (3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to) (4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code § 5233 (a) (5) Authorized Signature Signature: Date: C-2 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit D Insurance Requirements 1. Required Policies Without limiting the County's right to obtain indemnification from the Contractor or any third parties, Contractor, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement. (A) Commercial General Liability. Commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. The Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under the Contractor's policy. (B) Automobile Liability. Automobile liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include any auto used in connection with this Agreement. (C)Workers Compensation. Workers compensation insurance as required by the laws of the State of California with statutory limits. (D) Employer's Liability. Employer's liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for disease. (E) Technology Professional Liability (Errors and Omissions). Technology professional liability (errors and omissions) insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the Contractor's obligations under this Agreement, including but not limited to claims involving Cyber Risks. (F) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The cyber liability policy must be endorsed to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property (including but not limited to information or data) that is in the care, custody, or control of the Contractor. Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security Breach, which may include Disclosure of Personal Information to an Unauthorized Third Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Article 11 of this Agreement; (iv) system failure; (v) data recovery; (vi)failure to timely disclose data breach or Security Breach; (vii)failure to comply with privacy policy; (viii) payment card liabilities and costs; (ix) infringement of intellectual property, including but not limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy, including release of private information; (xi) information theft; (xii) damage to or D-1 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit D destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion related to the Contractor's obligations under this Agreement regarding electronic information, including Personal Information; (xv)fraudulent instruction; (xvi) funds transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach response costs, including Security Breach response costs; (xx) regulatory fines and penalties related to the Contractor's obligations under this Agreement regarding electronic information, including Personal Information; and (xxi) credit monitoring expenses. 2. Additional Requirements (A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement, and at any time during the term of this Agreement as requested by the County's Risk Manager or the County Administrative Office, the Contractor shall deliver, or cause its broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by mail or email to the person identified to receive notices under this Agreement, certificates of insurance and endorsements for all of the coverages required under this Agreement. (i) Each insurance certificate must state that: (1) the insurance coverage has been obtained and is in full force; (2) the County, its officers, agents, employees, and volunteers are not responsible for any premiums on the policy; and (3) the Contractor has waived its right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under any insurance policy required by this Agreement and that waiver does not invalidate the insurance policy. (ii) The commercial general liability insurance certificate must also state, and include an endorsement, that the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, are additional insureds insofar as the operations under this Agreement are concerned. The commercial general liability insurance certificate must also state that the coverage shall apply as primary insurance and any other insurance, or self-insurance, maintained by the County shall be excess only and not contributing with insurance provided under the Contractor's policy. (iii) The automobile liability insurance certificate must state that the policy covers any auto used in connection with this Agreement. (iv) The technology professional liability insurance certificate must also state that coverage encompasses all of the Contractor's obligations under this Agreement, including but not limited to claims involving Cyber Risks, as that term is defined in this Agreement. (v) The cyber liability insurance certificate must also state that it is endorsed, and include an endorsement, to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property (including but not limited to information or data) that is in the care, custody, or control of the Contractor. D-2 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit D (B) Acceptability of Insurers. All insurance policies required under this Agreement must be issued by admitted insurers licensed to do business in the State of California and possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no less than A: VI I. (C) Notice of Cancellation or Change. For each insurance policy required under this Agreement, the Contractor shall provide to the County, or ensure that the policy requires the insurer to provide to the County, written notice of any cancellation or change in the policy as required in this paragraph. For cancellation of the policy for nonpayment of premium, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 10 days in advance of cancellation. For cancellation of the policy for any other reason, and for any other change to the policy, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 30 days in advance of cancellation or change. The County in its sole discretion may determine that the failure of the Contractor or its insurer to timely provide a written notice required by this paragraph is a breach of this Agreement. (D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance with broader coverage, higher limits, or both, than what is required under this Agreement, then the County requires and is entitled to the broader coverage, higher limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer to deliver, to the County's Risk Manager certificates of insurance and endorsements for all of the coverages that have such broader coverage, higher limits, or both, as required under this Agreement. (E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under the policy of worker's compensation insurance required by this Agreement. The Contractor is solely responsible to obtain any policy endorsement that may be necessary to accomplish that waiver, but the Contractor's waiver of subrogation under this paragraph is effective whether or not the Contractor obtains such an endorsement. (F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep in effect at all times any insurance coverage required under this Agreement, the County may, in addition to any other remedies it may have, suspend or terminate this Agreement upon the occurrence of that failure, or purchase such insurance coverage, and charge the cost of that coverage to the Contractor. The County may offset such charges against any amounts owed by the County to the Contractor under this Agreement. (G)Subcontractors. The Contractor shall require and verify that all subcontractors used by the Contractor to provide services under this Agreement maintain insurance meeting all insurance requirements provided in this Agreement. This paragraph does not authorize the Contractor to provide services under this Agreement using subcontractors D-3 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit E Data Security A. Definitions. Capitalized terms used in this Exhibit E have the meanings set forth in this section A. "Authorized Employees" means the Contractor's employees who have access to Personal Information. "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all of the Contractor's subcontractors, representatives, agents, outsourcers, and consultants, and providers of professional services to the Contractor, who have access to Personal Information and are bound by law or in writing by confidentiality obligations sufficient to protect Personal Information in accordance with the terms of this Exhibit E. "Director" means the County's Director of Internal Services-Chief Information Officer or his or her designee. "Disclose" or any derivative of that word means to disclose, release, transfer, disseminate, or otherwise provide access to or communicate all or any part of any Personal Information orally, in writing, or by electronic or any other means to any person. "Person" means any natural person, corporation, partnership, limited liability company, firm, or association. "Personal Information" means any and all information, including any data provided, or to which access is provided, to the Contractor by or upon the authorization of the County, including but not limited to vital records, that: (i) identifies, describes, or relates to, or is associated with, or is capable of being used to identify, describe, or relate to, or associate with, a person (including, without limitation, names, physical descriptions, signatures, addresses, telephone numbers, e-mail addresses, education, financial matters, employment history, and other unique identifiers, as well as statements made by or attributable to the person); (ii) is used or is capable of being used to authenticate a person (including, without limitation, employee identification numbers, government- issued identification numbers, passwords or personal identification numbers (PINs), financial account numbers, credit report information, answers to security questions, and other personal identifiers); or is personal information within the meaning of California Civil Code section 1798.3, E-1 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit E subdivision (a), or 1798.80, subdivision (e). Personal Information does not include publicly available information that is lawfully made available to the general public from federal, state, or local government records. "Privacy Practices Complaint" means a complaint received by the County relating to the Contractor's (or any Authorized Person's) privacy practices, or alleging a Security Breach. Such complaint shall have sufficient detail to enable the Contractor to promptly investigate and take remedial action under this Exhibit E. "Security Safeguards" means physical, technical, administrative or organizational security procedures and practices put in place by the Contractor(or any Authorized Persons)that relate to the protection of the security, confidentiality, value, or integrity of Personal Information. Security Safeguards shall satisfy the minimal requirements set forth in subsection C. (5) of this Exhibit E. "Security Breach" means (i) any act or omission that compromises either the security, confidentiality, value, or integrity of any Personal Information or the Security Safeguards, or(ii) any unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage to, any Personal Information. "Use" or any derivative thereof means to receive, acquire, collect, apply, manipulate, employ, process, transmit, disseminate, access, store, disclose, or dispose of Personal Information. B. Standard of Care. (1)The Contractor acknowledges that, in the course of its engagement by the County under this Agreement, the Contractor, or any Authorized Persons, may Use Personal Information only as permitted in this Agreement. (2)The Contractor acknowledges that Personal Information is deemed to be confidential information of, or owned by, the County (or persons from whom the County receives or has received Personal Information) and is not confidential information of, or owned or by, the Contractor, or any Authorized Persons. The Contractor further acknowledges that all right, title, and interest in or to the Personal Information remains in the County (or persons from whom the County receives or has received Personal Information) regardless of the Contractor's, or any Authorized E-2 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit E Person's, Use of that Personal Information. (3) The Contractor agrees and covenants in favor of the County that the Contractor shall: (i) keep and maintain all Personal Information in strict confidence, using such degree of care under this Subsection B as is reasonable and appropriate to avoid a Security Breach; (ii) Use Personal Information exclusively for the purposes for which the Personal Information is made accessible to the Contractor pursuant to the terms of this Exhibit E; (iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal Information for the Contractor's own purposes or for the benefit of anyone other than the County, without the County's express prior written consent, which the County may give or withhold in its sole and absolute discretion; and (iv) not, directly or indirectly, Disclose Personal Information to any person (an "Unauthorized Third Party") other than Authorized Persons pursuant to this Agreement, without the Director's express prior written consent. Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it, or any Authorized Person, is required to disclose Personal Information to government regulatory authorities, or pursuant to a legal proceeding, or otherwise as may be required by applicable law, the Contractor shall (a) immediately notify the County of the specific demand for, and legal authority for the disclosure, including providing the County with a copy of any notice, discovery demand, subpoena, or order, as applicable, received by the Contractor, or any Authorized Person, from any government regulatory authorities, or in relation to any legal proceeding, and (b) promptly notify the County before such Personal Information is offered by the Contractor for such disclosure so that the County may have sufficient time to obtain a court order or take any other action the County may deem necessary to protect the Personal Information from such disclosure, and the Contractor shall cooperate with the County to minimize the scope of such disclosure of such Personal Information. The Contractor shall remain liable to the County for the actions and omissions of any Unauthorized Third Party concerning its Use of such Personal Information as if they were the Contractor's own actions and omissions. C. Information Security. (1) The Contractor covenants, represents and warrants to the County that the Contractor's E-3 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit E Use of Personal Information under this Agreement does and shall at all times comply with all federal, state, and local, privacy and data protection laws, as well as all other applicable regulations and directives, including but not limited to California Civil Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and the Song-Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3, beginning with section 1747). If the Contractor Uses credit, debit, or other payment cardholder information, the Contractor shall at all times remain in compliance with the Payment Card Industry Data Security Standard ("PCI DSS") requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing and maintaining all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at the Contractor's sole cost and expense. (2)The Contractor covenants, represents and warrants to the County that, as of the Effective Date, the Contractor has not received notice of any violation of any privacy or data protection laws, as well as any other applicable regulations or directives, and is not the subject of any pending legal action or investigation by, any government regulatory authority regarding same. (3)Without limiting the Contractor's obligations under subsection C.(1) of this Exhibit E, the Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than accepted industry practices and, at a minimum, include the following: (i) limiting Use of Personal Information strictly to the Contractor's and Authorized Persons' technical and administrative personnel who are necessary for the Contractor's, or Authorized Persons', Use of the Personal Information pursuant to this Agreement; (ii) ensuring that all of the Contractor's connectivity to the County computing systems will only be through the County's security gateways and firewalls, and only through security procedures approved upon the express prior written consent of the Director; (iii) to the extent that they contain or provide access to Personal Information, (a) securing the Contractor's business facilities, data centers, paper files, servers, back-up systems and computing equipment, operating systems, and software applications, including, but not limited to, all mobile devices and other equipment, operating systems, and software applications with information storage capability; (b) employing adequate controls and data security measures with respect to the Contractor Facilities and Equipment), both internally and externally, to protect (1) the Personal Information E-4 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit E from potential loss or misappropriation, or unauthorized Use, and (2)the County's operations from disruption and abuse; (c) having and maintaining network, device application, database and platform security; (d) maintaining authentication and access controls within media, computing equipment, operating systems, and software applications; and (e) installing and maintaining in all mobile, wireless, or handheld devices a secure internet connection, having continuously updated anti-virus software protection and a remote wipe feature always enabled, all of which is subject to express prior written consent of the Director; (iv) encrypting all Personal Information at advance encryption standards of Advanced Encryption Standards (AES) of 128 bit or higher (a) stored on any mobile devices, including but not limited to hard disks, portable storage devices, or remote installation, or(b) transmitted over public or wireless networks (the encrypted Personal Information must be subject to password or pass phrase, and be stored on a secure server and transferred by means of a Virtual Private Network (VPN) connection, or another type of secure connection, all of which is subject to express prior written consent of the Director); (v) strictly segregating Personal Information from all other information of the Contractor, including any Authorized Person, or anyone with whom the Contractor or any Authorized Person deals so that Personal Information is not commingled with any other types of information; (vi) having a patch management process including installation of all operating system/software vendor security patches; (vii) maintaining appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks of Authorized Employees consistent with applicable law; and (viii) providing appropriate privacy and information security training to Authorized Employees. (4) During the term of each Authorized Employee's employment by the Contractor, the Contractor shall cause such Authorized Employees to abide strictly by the Contractor's obligations under this Exhibit E. The Contractor further agrees that it shall maintain a disciplinary process to address any unauthorized Use of Personal Information by any Authorized Employees. (5)The Contractor shall, in a secure manner, backup daily, or more frequently if it is the Contractor's practice to do so more frequently, Personal Information received from the County, and the County shall have immediate, real-time access, at all times, to such backups via a secure, remote access connection provided by the Contractor, through the Internet. E-5 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit E (6)The Contractor shall provide the County with the name and contact information for each Authorized Employee (including such Authorized Employee's work shift, and at least one alternate Authorized Employee for each Authorized Employee during such work shift)who shall serve as the County's primary security contact with the Contractor and shall be available to assist the County twenty-four(24) hours per day, seven (7) days per week as a contact in resolving the Contractor's and any Authorized Persons' obligations associated with a Security Breach or a Privacy Practices Complaint. D. Security Breach Procedures. (1) Promptly, and without undue delay, upon the Contractor's confirmation of a Security Breach, the Contractor shall (a) notify the Director of the Security Breach, such notice to be given first by telephone at the following telephone number, followed promptly by email at the following email address: (559) 600-5900/ incidents@fresnocountyca.gov (which telephone number and email address the County may update by providing notice to the Contractor), and (b) preserve all relevant evidence (and cause any affected Authorized Person to preserve all relevant evidence) relating to the Security Breach. The notification shall include, to the extent reasonably possible, the identification of each type and the extent of Personal Information that has been, or is reasonably believed to have been, breached, including but not limited to, compromised, or subjected to unauthorized Use, Disclosure, or modification, or any loss or destruction, corruption, or damage. (2) Immediately following the Contractor's notification to the County of a Security Breach, as provided pursuant to subsection D. (1) of this Exhibit E, the Parties shall coordinate with each other to investigate the Security Breach. The Contractor agrees to fully cooperate with the County, including, without limitation: (i) assisting the County in conducting any investigation; (ii) providing the County with physical access to the facilities and operations affected; (iii)facilitating interviews with Authorized Persons and any of the Contractor's other employees knowledgeable of the matter; and (iv) making available all relevant records, logs, files, data reporting and other materials required to comply with applicable law, regulation, industry standards, or as otherwise reasonably required by the County. To that end, the Contractor shall, with respect to a Security Breach, be solely responsible, at its cost, for all notifications required by law and regulation, and the Contractor E-6 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit E shall provide a written report of the investigation and reporting required to the Director within thirty (30) days after the Contractor's discovery of the Security Breach. (3)The County shall promptly notify the Contractor of the Director's knowledge, or reasonable belief, of any Privacy Practices Complaint, and upon the Contractor's receipt of notification thereof, the Contractor shall promptly address such Privacy Practices Complaint, including taking any corrective action under this Exhibit E, all at the Contractor's sole expense, in accordance with applicable privacy rights, laws, regulations and standards. In the event the Contractor discovers a Security Breach, the Contractor shall treat the Privacy Practices Complaint as a Security Breach. Within 24 hours of the Contractor's receipt of notification of such Privacy Practices Complaint, the Contractor shall notify the County whether the matter is a Security Breach, or otherwise has been corrected and the manner of correction, or determined not to require corrective action and the reason therefor. (4)The Contractor shall take prompt corrective action to respond to and remedy any Security Breach and take reasonable mitigating actions, including but not limiting to, preventing any reoccurrence of the Security Breach and correcting any deficiency in Security Safeguards as a result of such incident, all at the Contractor's sole expense, in accordance with applicable privacy rights, laws, regulations and standards. The Contractor shall reimburse the County for all reasonable costs incurred by the County in responding to, and mitigating damages caused by, any Security Breach, including all costs of the County incurred in relation to any litigation or other action described in subsection D. (5)of this Exhibit E. to the extent applicable: (1)the cost of providing affected individuals with credit monitoring services for a specific period not to exceed twelve (12) months, to the extent the incident could lead to a compromise of the data subject's credit or credit standing; (2) call center support for such affected individuals for a specific period not to exceed thirty (30) days; and (3)the cost of any measures required under applicable laws. E. Oversight of Security Compliance. (1)The Contractor shall have and maintain a written information security policy that specifies Security Safeguards appropriate to the size and complexity of the Contractor's operations and the nature and scope of its activities. E-7 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit E (2) Upon the County's written request, to confirm the Contractor's compliance with this Exhibit E, as well as any applicable laws, regulations and industry standards, the Contractor grants the County or, upon the County's election, a third party on the County's behalf, permission to perform an assessment, audit, examination or review of all controls in the Contractor's physical and technical environment in relation to all Personal Information that is Used by the Contractor pursuant to this Agreement. The Contractor shall fully cooperate with such assessment, audit or examination, as applicable, by providing the County or the third party on the County's behalf, access to all Authorized Employees and other knowledgeable personnel, physical premises, documentation, infrastructure and application software that is Used by the Contractor for Personal Information pursuant to this Agreement. In addition, the Contractor shall provide the County with the results of any audit by or on behalf of the Contractor that assesses the effectiveness of the Contractor's information security program as relevant to the security and confidentiality of Personal Information Used by the Contractor or Authorized Persons during the course of this Agreement under this Exhibit E. (3)The Contractor shall ensure that all Authorized Persons who Use Personal Information agree to the same restrictions and conditions in this Exhibit E. that apply to the Contractor with respect to such Personal Information by incorporating the relevant provisions of these provisions into a valid and binding written agreement between the Contractor and such Authorized Persons, or amending any written agreements to provide same. F. Return or Destruction of Personal Information. Upon the termination of this Agreement, the Contractor shall, and shall instruct all Authorized Persons to, promptly return to the County all Personal Information, whether in written, electronic or other form or media, in its possession or the possession of such Authorized Persons, in a machine readable form used by the County at the time of such return, or upon the express prior written consent of the Director, securely destroy all such Personal Information, and certify in writing to the County that such Personal Information have been returned to the County or disposed of securely, as applicable. If the Contractor is authorized to dispose of any such Personal Information, as provided in this Exhibit E, such certification shall state the date, time, and manner E-8 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit E (including standard) of disposal and by whom, specifying the title of the individual. The Contractor shall comply with all reasonable directions provided by the Director with respect to the return or disposal of Personal Information and copies thereof. If return or disposal of such Personal Information or copies of Personal Information is not feasible, the Contractor shall notify the County accordingly, specifying the reason, and continue to extend the protections of this Exhibit E to all such Personal Information and copies of Personal Information. The Contractor shall not retain any copy of any Personal Information after returning or disposing of Personal Information as required by this section F. The Contractor's obligations under this section F survive the termination of this Agreement and apply to all Personal Information that the Contractor retains if return or disposal is not feasible and to all Personal Information that the Contractor may later discover. G. Equitable Relief. The Contractor acknowledges that any breach of its covenants or obligations set forth in this Exhibit E may cause the County irreparable harm for which monetary damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the County is entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the County may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available to the County at law or in equity or under this Agreement. H. Indemnification. The Contractor shall defend, indemnify and hold harmless the County, its officers, employees, and agents, (each, a "County Indemnitee")from and against any and all infringement of intellectual property including, but not limited to infringement of copyright, trademark, and trade dress, invasion of privacy, information theft, and extortion, unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage to, Personal Information, Security Breach response and remedy costs, credit monitoring expenses, forfeitures, losses, damages, liabilities, deficiencies, actions,judgments, interest, awards, fines, and penalties (including regulatory fines and penalties), costs or expenses of whatever kind, including attorney's E-9 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit E fees and costs, the cost of enforcing any right to indemnification or defense under this Attachment "A" and the cost of pursuing any insurance providers, arising out of or resulting from any third party claim or action against any COUNTY Indemnitee in relation to CONTRACTOR's, its officers, employees, or agents, or any Authorized Employee's or Authorized Person's, performance or failure to perform under this Attachment "A" or arising out of or resulting from CONTRACTOR's failure to comply with any of its obligations under this section H. The provisions of this section H do not apply to the acts or omissions of the County. The provisions of this section H are cumulative to any other obligation of the Contractor to, defend, indemnify, or hold harmless any County Indemnity under this Agreement. The provisions of this section H shall survive the termination of this Agreement. I. Survival. The respective rights and obligations of the Contractor and the County as stated in this Exhibit E shall survive the termination of this Agreement. J. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit E is intended to confer, nor shall anything herein confer, upon any person other than the County or the Contractor and their respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever. L. No County Warranty. The County does not make any warranty or representation whether any Personal Information in the Contractor's (or any Authorized Person's) possession or control, or Use by the Contractor(or any Authorized Person), pursuant to the terms of this Agreement is or will be secure from unauthorized Use, or a Security Breach or Privacy Practices Complaint. E-10 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F WebEOC®Subscription Agreement(Hosted Implementation)—Exhibit F to Main Agreement This Subscription Agreement is "Agreement") is Exhibit F to the Main Agreement as executed on effective the day of 2024("Effective Date")., between ESi Acquisition, Inc.("ESi"), a Delaware corporation with its principal place of business located at 235 Peachtree Street NE,Suite 2300,Atlanta,Georgia 30303 and the County of Fresno, a political subdivision of the State of California ("Client"), a political subdivision of the State of California county government agency, having its principal place of business located at 1221 Fulton Street, Fifth Floor, Fresno, CA 93775. ESi and Client may individually be referred to as a"Party"herein,or the"Parties"collectively. Upon execution of the Main Agreement and this Agreement by both Parties, Client understands and acknowledges: (i) no new WebEOC Software is being provided to Client pursuant to this Agreement as Client already received a Subscription based access to the ESi WebEOC Software identified on Exhibit A to this Agreement and this Agreement is for a Hosted to SaaS conversion of the Subscription to such WebEOC Software; and (ii) any previously executed agreements as they pertain to the WebEOC Subscription (collectively referred to as the "Prior Agreement") by and between the Parties for the WebEOC Software Subscription and related services thereto shall be terminated and replaced by the Agreement in all effects.Any payment obligations set forth in such Prior Agreement shall remain due and payable and shall survive such termination. For good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the Parties agree as follows: 1. Agreement. This is a Software-as-a-Service ("SaaS") based subscription agreement and not an agreement for sale.As of the Effective Date of this Agreement, this Agreement covers the WebEOC®Software Subscription and services (including Support Services)that Client purchases from ESi as a provider of Hosted/hosting services for the Software governed by this Agreement ("Services") pursuant to Exhibits, Orders and Quotes hereto that are executed and/or agreed upon by both parties and expressly references this Agreement. This Agreement and the Main Agreement, and all applicable Exhibits, Orders and Quotes hereto for Services and any attachments hereto are the complete agreement regarding ESi's Services hereunder and replace any prior oral or written communications between Client and ESi relating to such transactions. Client agrees that purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by ESi regarding future functionality or features. 2. Definitions. Unless otherwise specifically stated in this Agreement or in any Exhibit or Quote hereto, the capitalized terms used in this Agreement shall have the meanings set forth below: 2.1 "Administrator"means an employee,officer,director or consultant of Client to whom Client has provided a user account and certain rights to administer the Software on behalf of Client. 2.2 "Active User"means a User that has logged in to the Software at any time,for any period of time,within any given calendar month. 2.3 "Affiliate"means an entity that controls, is controlled by,or is under common control with a party hereto. 2.4 "Client Data"means data input by Client or its authorized Users into the Software. 2.5 "Confidential Information"means as set forth in Section 8 to this Agreement. 2.6 "Consulting Services" means all the professional services for installation or implementation of Hosted Services or Software,training services, or other non-recurring services as set forth on Exhibit E hereto (as applicable); Consulting Services do not include Hosted Services or Support Services. 2.7 "Derivative Work(s)"means the work based on or derived from or modifications,enhancements or other functional extensions of the Software. 2.8 "Documentation" means the user manuals, requirements, specifications, training materials, and any other documents, materials, information or guidance, whether supplied as printed material or in electronic form, provided by ESi in conjunction with the purchase, training, use, technical support or update of the Software and Services provided hereunder. 2.9 "Fee"means the amounts due and payable by Client to ESi for the Subscription and Services pursuant to this Agreement; the Fee may be set forth on Exhibit C, as amended from time to time, to this Agreement or Quotes or Orders. 2.10 "Hosted Services"means as set forth in Exhibit D to this Agreement. 2.11 "Hosted System" means as set forth in Exhibit D to this Agreement. 2.12 "Installation"of the Software shall be deemed to be complete on the sooner to occur of(i)the day that the Software is available for production, (ii) the date of Client's first use of the Software in a live production environment, or(iii)90 days following the date of Client's execution of this Agreement(or if for an amendment, Exhibit or Statement of Work adding Software, Modules, or Services under this Agreement,the Client's execution of such subsequent amendment, Exhibit or Statement of Work). 2.13 "Internal Business Purpose" means the primary business purpose of the Client as established by articles of incorporation,operating agreement, enabling statute, agency rule or regulation, or any other Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 1 of 24 F-1 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F documentation that defines Client's primary business purpose; however, such Internal Business Purposes will be construed as narrowly as legally allowed and any overly broad business purposes will require further refining and supplementation in this Agreement. 2.14 "Juvare Cloud"means as set forth in Exhibit D to this Agreement. 2.15 "Message Credit" means one SMS segment or one 1-minute voice call. 2.16 "Module" means a proprietary set of status boards developed by ESi for use with selected WebEOC Software which are designed to address a common functional need. 2.17 "Party"means as defined in the preamble above. 2.18 "SMS Segment"Each time a SMS message is sent,it consists of"segments"depending on the number of characters used. Each segment is equal to 160 characters. 2.19 "Software," means, individually and collectively, all of the software granted to Client from ESi via the Subscription as identified on Exhibit A hereto and Software Updates to such software. 2.20 "Software Support Plan" means the Support Services plan provided by ESi pursuant to Exhibit C and Quotes to this Agreement. 2.21 "Software Updates" means any technical correction, patch, bug fix, enhancement or other software release to the Software that is provided to Client pursuant to the Software Support Plan or the Software Subscription purchased by Client. 2.22 "Standard Business Hours"shall mean 9:00 a.m.through 6:00 p.m.U.S. Eastern Time,Monday through Friday, excluding holidays, and are subject to change by ESi. 2.23 "Sub-Administrator"shall mean as set forth in Section 6 of this Agreement. 2.24 "Subscription"means a SaaS based subscription for Client to use and access the proprietary Software, Software Updates, online and/or hard-copy documentation and user guides as set forth in Section 4 of this Agreement and for the Term set forth in Exhibit A. 2.25 "Support Services" means the technical support services provided by ESi pursuant to Section 11, Exhibit B and Exhibit C to this Agreement. May also be referred to as"Software Support Services." 2.26 "Term"means as set forth in Section 5 of this Agreement. 2.27 "Travel Expenses"means travel, living and out of pocket expenses(including travel agent service fees and applicable internal per diems) incurred by ESi in connection with the performance of Services hereunder, including, without limitation, charges and fees incurred by ESi resulting from the cancellation/rescheduling of scheduled air travel or similar services based on changes requested by Client to the applicable dates for performance of the relevant Services. 2.28 "User" means an authorized employee, contractor or affiliate of Client to whom Client has provided a user account for the Software; User includes Administrators and Sub-Administrators. 3. Ownership and Licensing Authority. a. Ownership of, and title to, the Software and Documentation shall be held by ESi and its licensor(s) and is protected by United States law and applicable international laws, treaties and conventions regarding intellectual property. ESi and its licensor(s) shall retain all rights, title and ownership not granted herein to all copies of the Software and Documentation provided as part of the Subscription under this Agreement. "WebEOC" is a registered trademark of ESi Acquisition, Inc., all rights reserved. b. ESi is authorized to redistribute, license and/or provide subscriptions to any third-party software delivered with the Software and Documentation provided under this Agreement. The owner of such third-party software shall have the right to enforce this Agreement to the extent permitted by applicable law. 4. Subscription. ESi grants to Client, and Client accepts, subject to the following terms and conditions and payment of the applicable Fees, a limited non-exclusive, non-transferable, and non-sublicensable revocable term Subscription according to the terms stated herein, to use and access the Software and Documentation for the stated Term. Except as expressly authorized in this Agreement, Client shall not rent, lease, loan, sell, sublicense, distribute, transfer, copy, reproduce, display, modify, provide commercial hosting services, time share or dispose of the Software or Documentation or any part thereof, use the Software to provide any services to third parties or otherwise use the Software and Documentation to generate commercial revenue. 5. Term. The"Term"of this Agreement shall commence on the date that the parties sign this Agreement, and continue through the sooner to occur of: (i)termination of this Agreement pursuant to the terms hereof, or(ii) expiration of the "Term" of the Subscription to the Software as set forth in Exhibit A (Exhibit A is herein incorporated and made part of this Agreement by this reference). 6. Permitted Uses. Client's, and its User's, access and use of the Software shall be limited and subject to the following terms and conditions: Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 2 of 24 F-2 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F a. One (1) Instance of the Software on one (1) Machine. As used herein, "Machine" means a single laptop, personal computer or web server, or a combined web and database server or multiple load- balanced web servers, configured to point to a single database and database server that is used operationally or"in production"("Instance"). b. Client may use the Software and Documentation solely for Client's internal business purposes. c. Client also may make one (1)copy of the Software for back-up or archival purposes. d. Client also may use the Software to support"non-production" software development cycle activities if a non-production Subscription is purchased, as set forth in Exhibit A hereto. e. If Client requires or desires operational use of more than one Instance of the Software, an additional Subscription Fees shall be required. f. The Client's storage capacity is set to the maximum as set forth on Exhibit A hereto. ESi shall have the right to conduct regular audits of Client compliance with the storage capacity permitted under this Agreement. In the event Client's storage usage exceeds such capacity, Client will receive a warning notice (via email being sufficient) from ESi and Client shall promptly remove the excess data from the Hosted System (as defined on Exhibit D) causing the capacity excess or Client shall promptly purchase from ESi additional storage capacity in sufficient quantity at ESi's then current rates for such additional storage; provided, however, if Client does not either remove such data or purchase the additional storage capacity within the time period specified in the warning notice(if no time period is specified in the notice, then thirty (30) calendar days shall apply), then ESi shall be entitled to delete the Client's Data within the Hosted System on a first in-first out approach,without any liability to ESi. g. The Subscription is on a named and Active User basis. Each Administrator, Sub-Administrator, and User shall have a unique user account. User accounts, usernames and passwords shall not be shared. There shall be no limitation on how many User accounts that Client may create; however, Client may only provide access to the number of Administrators, Sub-Administrators, and Active Users set forth in Exhibit A to this Agreement.Active User counts are based on the number of unique logins each calendar month. ESi shall have the right to conduct regular audits of Client compliance with the number of Active Users permitted under this Agreement. Client agrees to provide ESi with the information required, if any, for ESi to complete such audits. Such audits shall be conducted at ESi expense. Client shall not have the number of Active Users restricted during the term of Agreement; however, Client shall be in violation of Active User limits if the number of Active Users during any month covered by the audit is greater than the number of Active Users permitted in Exhibit A.Client shall be given reprieve or"forgiveness"for the first Active User limit violation in a contractual year period; however, all additional violations shall incur additional fees. Clients that incur the additional fees for Active User limit violations may elect to either(a)pay the difference in their current user level and the appropriate user level plus a 20% convenience fee for each month in which the Active User limit was exceeded; (b) immediately increase the Active User count to the appropriate level and pay the pro-rata difference between the subscriptions plus a 10% convenience fee within 30 days of the increase; or (c) immediately increase the Active User count to the appropriate level but pay the pro-rata difference between the subscriptions plus a 10%convenience fee, plus late fees as defined in Paragraph 16 upon subsequent renewal term. h. Administrators, Sub-Administrators, and Users shall have different rights to access the Software as follows: i. Administrators may access all features of the Software. Certain features of the Software may only be accessed by named users who are granted status as an Administrator ("Administration Tools"). Administration Tools include, without limitation, the following: creation and administration of user accounts; creation and subsequent editing of incidents; software configuration; use of the WebEOC BoardBuilder tool; installation and administration of board sets, plug-ins, modules, interfaces and Software Updates; and access to the Software's Application Programming Interface. ii. "Sub-Administrator"is a subset of Administrator Users as set forth in this subsection (ii)and such Sub-Administrators are only active if set forth on Exhibit A to this Agreement and if Client has subscribed to the WebEOC Enterprise Software. Sub-Administrator rights also shall be available solely to support management of Sub-Organizations. Sub-Administrators may access the following Administration Tools: creation of user accounts; management of user accounts including definition of roles and permissions; and creation and subsequent editing of incidents. Maintenance of Sub-Administrator rights requires the purchase of an annual "Enterprise" Software Support Plan. If Client elects to discontinue the required Software Support Plan, access to Sub-Administrator features and any other benefits of Enterprise which ESi may elect to make available from time to time shall be discontinued. Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 3 of 24 F-3 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F iii. Users may not be granted access to any Administration Tools, except that Administrators may grant designated Users rights to create or edit incidents and to add or edit maps in MapTacT"" i. Except where otherwise provided in this Agreement, rights to access and use Administrative Tools are given exclusively to the Client and Client may not grant such rights to any third party. j. Client may provide its consultant(s) or independent contractor(s) with access to the Software and Documentation, provided that such consultants or independent contractors are using the Software and Documentation exclusively for the benefit of the Client.Client shall be responsible for compliance by its consultants and independent contractors with the terms and conditions of this Agreement. k. If Client has subscribed to the WebEOC Enterprise Software or the WebEOC Professional Software, then Client may use the WebEOC BoardBuilder tool and, if subscribed to, the DesignStudio® solution,to copy, modify and create forms and templates("Status Boards")and Client may distribute, in printed form or as electronic media, the Status Boards to Client's authorized users, provided that such Status Boards are used exclusively for the internal business purposes of Client. Status Boards shall be considered Derivative Work(s) of the Software and Client shall not sell, resell, license or otherwise transfer for value any Derivative Work(s)created using the WebEOC BoardBuilder tool or the DesignStudio® solution, and Client shall not distribute such Derivative Work(s) as part of any product or service for value to any third party.Any Derivative Work(s)prepared by Client shall remain subject to the terms of this Agreement and shall clearly display the following copyright notice to properly acknowledge the proprietary rights of ESi and its third-party licensors: "This work includes the intellectual property of ESi Acquisition, Inc. and its licensors and is provided under subscription/license. Copyright © 2002-2024, ESi Acquisition, Inc. and its licensors. All rights reserved." I. Client may, at its option and according to the terms of the ESi standard price list, obtain a Disaster Recovery Software Subscription to support replication of an active, source server to one or more redundant ("Target") servers which may be placed in use to support disaster recovery or fail-over activities. A Disaster Recovery Software Subscription is required for each Target server. A Disaster Recovery Software Subscription may be used to operate an"in production"instance of the Software only when the source server is inactive or inoperable; only one Instance of the Software shall be active at any one time. Client is not required to obtain additional subscriptions for Software plug-ins, modules or interfaces installed on a redundant non-production Instance. m. Permitted uses of WebEOC Fusion Software vary from the terms set forth in subsection (a)through (1) of this Section 6; in the event Client has purchased WebEOC Fusion Software, this subsection 6(m)shall apply:Client may install and place in production one(1)copy of WebEOC Fusion Software on one (1)source server and one (1)target server. Client may make one (1) copy of the WebEOC Fusion Software for back-up or archival purposes,or Client may install a second copy of the WebEOC Fusion Software on a second Machine if only one(1)copy of the WebEOC Fusion software is in use at any one time. There is no limit to the number of the Subscription Instances of WebEOC Fusion Software® (or number of WebEOC Fusion Software clients) which may be connected by a single instance of WebEOC Fusion Software, provided that (i) only the Client of the WebEOC Fusion Software has administrative privileges and administrative access to the WebEOC Fusion Software and (ii)the Client has paid to ESi all applicable connection fees. n. A high-speed Internet connection is required for proper transmission of the Client Data into the Hosting Services and Software. Client, at its sole cost and expense, is solely responsible for procuring and maintaining the network connections that connect the Client network to the Hosting Services and Software, including, but not limited to,"browser"software that supports protocols used by ESi, and to follow procedures for accessing services that support such protocols. ESi is not responsible for notifying Client and its Users of any upgrades, fixes, or enhancements to any such software or for any compromise of data,including Client Data,transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated, or controlled by ESi. ESi assumes no responsibility for the reliability or performance of any connections as described in this subsection. o. Client and its Users agree to not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute,time share,or otherwise commercially exploit or make the Software and Hosting Services available to any third party, other than authorized Users in furtherance of Client's Internal Business Purposes as expressly permitted by this Agreement; (ii) use the Software and Hosting Services to process data on behalf of any third party other than Client; (iii) modify, adapt, or hack the Software and Hosting Services,or otherwise attempt to gain unauthorized access to the Software and Hosting Services or related systems or networks; (iv)falsely imply any sponsorship or association with ESi, (v) use the Software and Hosting Services in any unlawful manner, including but not limited to violation of any person's privacy rights;(vi)use the Software and Hosting Services to send unsolicited or unauthorized junk mail, spam, pyramid schemes, or other forms of duplicative or unsolicited Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 4 of 24 F-4 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F messages; (vii)use the Software and Hosting Services to store or transmit files,materials,data,text, audio,video, images, or other content that infringes on any person's intellectual property rights; (viii) use the Software and Hosting Services in any manner that interferes with or disrupts the integrity or performance of the Software and Hosting Services and its components; (ix) attempt to decipher, decompile, reverse engineer, or otherwise discover the source code of any software making up the Software and Hosting Services; (x) use the Software and Hosting Services to knowingly post, transmit, upload, link to, send,or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (xi) use the Software and Hosting Services to store or transmit any "protected health information"as that term is defined in U.S.45 C.F.R. 160.103 or"personal data"as that term is utilized in the Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data,and repealing Directive 95/46/EC(General Data Protection Regulation);(xii) use the Software and Hosting Services to knowingly post transmit, upload, link to, send,or store any viruses,malware,trojan horses,time bombs,or any other similar harmful software;or(xiii)try to use, or use the Software and Hosting Services in violation of this Agreement. p. Communication Notifications. i. Client acknowledges that all content, data, text, messages and other material ("Content") contained in a voice, text, e-mail, Short Message Service ("SMS"), or other telephonic or electronic communication or notification, including without limitation prerecorded and artificial voice and autodialed messages sent by Client or its Users through the Services, Software,and/or Hosted Services(such communication or notifications collectively referred to hereinafter as "Communication Notification")are the sole responsibility of Client. Under no circumstances will ESi or any of its providers be responsible for any loss, damage, or liability arising out of the Content or any Communication Notification, including without limitation any mistakes contained in the Content, the use, transmission or delivery of the Content, or any service outages or transmission delays. Without limitation, Client acknowledges that Client,and not ESi, is solely responsible for the timing, integrity,quality, legality, and all claims, liabilities, and other effects resulting from any Content or Communication Notification. ii. Client agrees not to use the Services, Software, and/or Hosted Services to send any unsolicited Communication Notification in which the recipient has not expressly consented to receive the message ("consentless messages"), except that this provision shall not restrict Client's ability, if acting as a government agency, to send IPAWS and emergency messages as permitted under law and subject to all the other terms and conditions of this Agreement. Client also certifies that it will not send or target any Communication Notification on the basis of any rented or purchased lists,email append lists,"scraped"lists,or any other list that contains contact information captured in any other method than opt-in. Client will not send any Communication Notification unless (a) the recipient of the message is an employee of Client sending the message, (b) is using a device owned or paid for by Client sending the message,(c)using a personal device and the User has given Client permission to communicate with them via the device, or (d) Client has obtained adequate "opt-in" consent from the User. Client acknowledges that it is Client's sole responsibility to obtain prior consent from its Users or obtain other legal authority prior to sending any SMS or voice call. iii. Client represents,warrants, and covenants that: 1. Client's provision of data to ESi complies with applicable laws and is legally sufficient to enable ESi's provision of services on Client's behalf, including all use and sharing of data contemplated hereunder and in connection the Services, Software, and Hosted Services; 2. Client has, as required by law, (i) provided notices to and (ii) collected consents from each individual messaging recipient, and,for each of(i)and (ii), such notices and/or consents are legally sufficient to enable transmission and all other messaging (including without limitation any prerecorded or autodialed messages) to or from each individual through the Services, Software, and Hosted Services; 3. Client will only send or cause to be sent Communication Notifications in accordance with this Agreement and law; 4. Client will ensure that any phone numbers to be called or messaged via Communication Notifications exclude emergency numbers and other numbers that may not be called under law; and 5. Client will ensure that Content and Communication Notifications which Client sends or causes to be sent fully comply with all law, including without limitation all international, U.S. federal, state, local, provincial and other law, and including Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 5 of 24 F-5 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F without limitation the General Data Protection Regulation ("GDPR), the Fair Debt Collection Practices Act ("FDCPA"), Telephone Consumer Protection Act ("TCPA"), the Telemarketing Sales Rule ("TSR"), Controlling the Assault of Non- Solicited Pornography And Marketing Act ("CAN-SPAM"), the Federal Trade Commission Act, Federal Trade Commission guidance and regulation, the Health Insurance Portability and Accountability Act, state laws governing consumer privacy and rights, and all implementing guidance and regulations under the foregoing. iv. Client further represents, warrants, and covenants that it will not: 1. violate any regulation of the U.S. Securities and Exchange Commission or any stock exchange, infringe any third party intellectual property rights, invade another's right to privacy, or violate any privacy laws, privacy policies of Client or any other third parties or do anything that would justify a complaint to the Federal Communications Commission; 2. engage or facilitate any illegal, unethical, deceptive or misleading practices in connection with the use of the Services,Software,and Hosted Services, including, but not limited to, creating a false identity or forged email, phone or message header or otherwise attempt to mislead others as to the identity of the sender or the origin of the message; 3. use the Services, Software, and/or Hosted Services in connection with any junk email, junk phone messages, misinformation campaign, spamming or any unsolicited messages(commercial or otherwise); 4. transmit, or allow any third parties to transmit, Content or other material with or through the Services, Software, and/or Hosted Services which: (i) is defamatory, libelous, obscene, pornographic or is harmful to minors; (ii) promotes violence, discrimination, or illegal activities; (iii)contains viruses, worms, cancelbots or any other harmful code or computer programs designed to disrupt the functionality of any computer software or hardware or telecommunications equipment; and/or(iv) contains sensitive financial or identifying information (including government- identification numbers); (v)is targeted or aimed at children under the age of 13;or (vi)is not properly licensed or authorized; 5. violate any law, statute, ordinance or regulation, (including without limitation the laws and regulations governing export control); 6. use the Services, Software, and/or Hosted Services to develop a competitive service,create derivative works, reverse engineer,disassemble,decompile, make unauthorized copies, or circumvent any controls; 7. use the Services,Software,and/or Hosted Services except for Client's own internal purposes; 8. resell, sublicense or timeshare the Services, Software, and Hosted Services; 9. utilize the Services, Software, and/or Hosted Services on behalf of anonymous third parties; 10. use the Services, Software, and/or Hosted Services to carry messages for or connect with emergency services personnel or public safety answering points (such as 911); 11. use the Services, Software,and/or Hosted Services in hazardous environments or to support critical systems, including situations where high availability or reliability is required to preserve human life or property (such as the operation of nuclear facilities, aircraft navigation, or any other use that may result in foreseeable risk of injury, death, or destruction of property); 12. use the Services, Software,and/or Hosted Services for any surveillance purposes; 13. use the Services,Software,and/or Hosted Services to process any biometric data; 14. use the Services, Software, and/or Hosted Services to record audio, except in compliance with all applicable laws, including proper notice and consent which Client shall be solely responsible for obtaining; and 15. use the Services, Software or Hosted Service, including the transmission of Communication Notifications, in a manner that fails to comply with the following third party terms and conditions applicable as agreed by ESi, as now or in the future existing: (a) Twilio Agreement(https://www.twilio.com/en-us/legal/tos) (b) Twilio Acceptable Use Policy (https://www.twilio.com/en- us/legal/aup) (c) Twilio Documentation (https://www.twilio.com/docs), and Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 6 of 24 F-6 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F (d) Twilio Data Protection Addendum (htti)s://www.twilio.com/en- us/legal/data-protection-addendum). (e) Amazon Service Terms(https://aws.amazon.com/service-terms/) v. Client acknowledges and agrees that ESi utilizes third party internet, mobile, telecommunication providers to provide the Services, Software and Hosted Services, including Communication Notifications, including AWS and/or Twilio, Whispr, or Rave. Client will not cause ESi to become non-compliant with any such third party restrictions regarding the content, delivery, or timing of Communication Notifications. Client acknowledges and agrees that its continued use of the Services, Software, and/or Hosted Services may be subject to additional acceptable use, anti-spam, or technical use policies made available to Client by ESi. Client acknowledges that ESi services may become unavailable if ESi agreements with its third party mobile carriers,telecommunication carriers and companies, internet service providers, service providers and/or our or their designees or service partners become terminated or expired. vi. Client acknowledges and agrees that violations of any law or condition set forth herein may result in immediate suspension or cancellation of the Services in order to protect ESi's ability to deliver Services, Software, and Hosted Services. ESi may immediately suspend, limit or terminate the availability of the Services, Software, and/or Hosted Services (and any elements and features of them), in whole or in part,for any reason, in ESi's sole discretion, and without advance notice or liability, including without limitation in circumstances where: (i) one of ESi's third party internet, mobile, telecommunication providers directs ESi to suspend, limit or terminate services; or (ii) where Client fails to provide evidence, upon request, of Client compliance with law or related text messaging practices(such as consent collection and management processes). Though it is not required to do so, ESi may at its sole discretion determine whether a Communication Notification meets acceptable criteria and will be uploaded to the Software. Client agrees that it will not construe any such determination by ESi as legal or other advice to Client. vii. Client expressly acknowledges and agrees that ESi, third party mobile carriers, telecommunication carriers and companies, internet service providers, service providers and/or our or their designees or service partners are each authorized to monitor Client's use of messaging services for fraud, abuse or non-compliance with law or their policies, and to take steps in their absolute and sole discretion, and without liability to Client, to prevent or limit such activity as assessed by them. Client agrees to cooperate and comply at Client's sole expense with any audit or informational requests from ESi, third party mobile carriers, telecommunication carriers and companies, internet service providers and our or their auditors, designees or regulators, to audit, review, or gather information about Client's use of ESi's Services, Software, and Hosted Services, including to demonstrate Client's compliance with applicable law. Client specifically understands and agrees that Client's continued use of the Services, Software,and/or Hosted Services may be subject to Client's provision of information, including in a form required by ESi, regarding the specific notice, consent, messaging content, recipient list, and other details of Client's planned and other messaging campaigns. ESi may share such information with third parties, including third party mobile carriers,telecommunication carriers and companies,internet service providers and our or their auditors,service providers,designees or regulators, including in connection with reviews for compliance or best practices. viii. Notwithstanding that ESi may offer or provide template notices,consents,or other materials supporting Client messaging, or may facilitate or conduct reviews of Client's messaging practices, Client acknowledges and agrees that ESi is not and shall have no responsibility to advise or ensure that Client's use of ESi services, including Communication Notification, complies with law. ESi does not provide legal advice. If using any artificial intelligence- related service or functionality available via the Services, Software and Hosted Services, Client acknowledges that it is solely responsible for all use or reliance (including action or inaction)with respect to the same.You are responsible for notifying us in the event that any content stored by artificial intelligence-related service or functionality must be deleted under applicable law. ix. Client hereby acknowledges that ESi merely provides Software for facilitating the sending of Client's Communication Notifications, and that Client shall have sole responsibility and liability for its messages and communications. Delivery, delivery timing,and deliverability of e-mail, voice notifications, and text/MMS/SMS messages are not guaranteed by ESi and may be impacted by third party internet, mobile or telecommunication carriers, service providers and/or their designees or service partners. Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 7 of 24 F-7 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F x. As between Client and ESi, Client affirms that it is solely responsible for complying with all laws, rules and regulations, including maintaining an accurate record of the status of a recipient's consent, revocations of consent, and any Do Not Call obligations, including the language consented to and the date of consent and revocation, if applicable, and all such records will be retrievable. Upon request by ESi, Client will provide proof of any such recipient consent status. A. Client also agrees to defend, indemnify and hold harmless ESi and its employees,affiliates, agents, attorneys, and officers from and against any and all claims or damages which may result from the Client and its Authorized Users use of the Services, Software, and Hosted Services, including, but not limited to, claims, damages, liabilities, fines, assessments, penalties, suits, fees, judgments, costs, expenses (including attorneys' fees) (collectively, "Losses") as well as inquiries and investigations by local, state and federal regulators. Without limitation, Client's obligation to defend, indemnify and hold harmless under the previous sentence shall extend to all Losses resulting from or relating to any and all of Client's actions which constitute a failure to comply with this Section p, including without limitation a failure to comply with the TCPA and its implementing regulations,as well as any applicable federal or state law requirements in conjunction with the use of the Services, Software, and/or Hosted Services provided under this Agreement. ESi may assume control of the defense with counsel of its choice immediately upon written notice to Client. Client agrees to participate with ESi as requested and at Client's own expense in any litigation, investigation or regulatory action impacting ESi that arises under or relates to Losses resulting from or relating to Client's use of Services, Software, and/or Hosted Services to send Communication Notifications. xii. If Communication Notifications are included in the Fees set forth on Exhibit C, such Fees are for Communication Notifications to U.S. based telephone numbers only; ESi will invoice Client, and Client shall pay such invoice, for any Communication Notifications sent to telephone numbers that are not U.S.-based. Additionally, each subscription of WebEOC Alerts is allocated a defined number of Message Credits that can be used for SMS notifications and voice calls,to be noted on Exhibit A, Exhibit C,and/or other documentation contemporaneously with this Agreement. If Client exceeds the allotment of Message Credits without purchasing an additional Message Credit Bundle, an overage penalty will be charged at the rate of$0.06 per Message Credit used for US-based telephone numbers. ESi shall invoice as appropriate for international telephone numbers. xiii. Client shall promptly pay additional fees, including reimbursements to ESi, not otherwise reflected in this agreement or its exhibits which may now or in the future be charged by internet, mobile or telecommunication carriers, regulators, taxing authorities, service providers and/or their designees or service partners in connection with the delivery of Communication Notifications. q. As part of its Services, Software and Hosted Services, ESi may provide or make available certain messaging features that permit communications between end users, such as the"JX®Collaborate" messaging feature, or similar features as may become available in the future (such features collectively, "Messaging Features"). Client understands and agree that it, not ESi, is solely responsible for the configuration and use of Messaging Features by its end-users in compliance with law. Client further understand and agrees that communications through Messaging Features may be stored and shared real-time with Juvare and its providers. Client will provide notice and obtain appropriate consent from its end-users having accessing to Messaging Features sufficient to legally enable the utilization of such Messaging Features by Client and its end-users. r. As part of its Services, Software and Hosted Services hosted by ESi or its providers, ESi may deploy user monitoring, analytics, and session replay tools. These tools help ESi to understand how users experience its platform and can be used for other purposes such as troubleshooting, security monitoring, and to customize and enhance services. You understand and agree that ESi may use such tools, including storing and sharing information real-time from such tools about your end-users' use of ESi services with ESi and its providers. Client will provide notice and obtain appropriate consent from its end-users accessing Services, Software and Hosted Services hosted by ESi or its providers sufficient to legally enable the utilization of such user monitoring, analytics, and session replay tools. 7. Protection of Software.Client agrees to take all reasonable steps to protect the Software and Documentation from unauthorized copying or use. The Software source code represents and embodies trade secrets of ESi and/or its third-party licensors.The Software source code and embodied trade secrets are not licensed to the Client.Client agrees not to disassemble,decompile or otherwise reverse engineer the Software, use reflection or other mechanism to view,interpret,translate or try to understand the structure of the Software,or otherwise Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 8 of 24 F-8 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F attempt to discover the source code and/or the trade secrets contained in the source code, and Client will not allow third parties to do so. Client may not, nor allow third parties to, modify or alter the Software in any way. 8. Confidentiality. 8.1 Confidential Information Defined. During the Term of this Agreement and in connection with each party's performance of their respective duties and obligations hereunder and thereunder, each party will disclose to the other ("Discloser") and the other party shall receive ("Recipient") certain Confidential Information of the Discloser. The term "Confidential Information" shall mean any and all information that the Discloser discloses to the Recipient in connection with or related to this Agreement, whether disclosed verbally, electronically,visually, or in a written or other tangible or intangible form, including, but is not limited to,trade secrets,pricing information,terms of this Agreement,customers,customer lists, intellectual property, computer programs, software, documentation, formulas, data, inventions, techniques, financial, marketing or product development plans, personnel, audit results, designs, performance data, as to ESi, the ESi Technology and any other deliverables (including, without limitation, data, information, computer code and reports) provided in connection with the Software, and, as to Client, the Client Data, as well as any other information that the Discloser clearly communicates to the Recipient as confidential. 8.2 Duties with Regard to Confidential Information. The Recipient agrees that it will only use the Discloser's Confidential Information in the performance of its obligations hereunder or as otherwise expressly provided in this Agreement, and that it will only disclose the Discloser's Confidential Information only to those of its directors, officers, employees, consultants, agents, independent contractors, and professional advisers who need to know such information and who are subject to written agreements with the Recipient sufficient to enable the Recipient to require such persons to comply with the Recipient's confidentiality obligations hereunder. The Recipient agrees that it will treat all of the Discloser's Confidential Information with the same degree of care (but no less than reasonable care)as it accords its own confidential information. Notwithstanding the foregoing or ESi's obligations elsewhere in this Section,Client understands that ESi does not require any information for the performance of Services hereunder, and that ESi cannot guarantee the security of Client Information when added to the Juvare Exchange®, stored on Client's applicable equipment and hardware or transmitted or accessible when using the internet or other services providers. ESi shall not be liable or responsible to Client or any other party for any losses,damages,claims,costs or other obligations arising out of or relating to any unauthorized access to, disclosure or use of information stored by Client on the System, including,without limitation,within the Juvare Exchange, or while such information is transmitted or accessible through the Software, the internet, or services providers. Additionally, ESi shall not be responsible for any breach of security or confidentiality caused by Client's failure to maintain the confidentiality and control of its user identification numbers or passwords related to its use of the Software provided hereunder. 8.3 Exclusions from Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of an unauthorized disclosure by the Recipient or its personnel; (b) has been or is obtained by the Recipient from an independent source without accompanying obligations of confidentiality; (c)is independently developed by the Recipient without reliance in any way on the Discloser's Confidential Information; or(d) has been approved for unrestricted release by the Discloser in writing.Additionally,the Recipient may disclose the Discloser's Confidential Information where the Recipient is required by law to disclose information that is otherwise Confidential Information, provided (to the extent not prohibited by law) the Recipient has first notified the Discloser in writing as soon as is commercially reasonable of such requirement to disclose the Discloser's otherwise Confidential Information in order to permit the Discloser to seek confidential treatment of such information. With respect to any disclosure made pursuant to this Section, the Recipient(or any of its Representatives)agrees to furnish only that portion of the Confidential Information that it reasonably determines, in consultation with its counsel, is necessary under applicable law. Additionally, Client agrees to reimbursement ESi at its then current hourly rate for such services for the number of hours spent by ESi responding to legal requests for Client Information in ESi possession. 8.4 Protection of Confidential Information. Notwithstanding the "Dispute Resolution" Section of this Agreement,the Recipient acknowledges that the Discloser shall have the right to take all reasonable steps to protect the Discloser's confidential and proprietary interests, including, but not limited to, injunctive relief in a court of law or equity and any other remedies as may be available at law or in equity in the event the Recipient does not fulfill its obligations under this Section. 8.5 Survival of Confidentiality Obligations. Each party's obligations of confidentiality pursuant to this Section for all Confidential Information disclosed between the parties during the term of this Agreement shall survive the expiration or termination of this Agreement as follows: (i)for Confidential Information consisting of trade secrets, for so long as such information remains a trade secret of the Discloser or for five (5) years following the expiration or termination of this Agreement, whichever is longer, (ii)for Confidential Information Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 9 of 24 F-9 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F consisting of the Discloser's customer information or ESi's suppliers' information, indefinitely, and (iii) for all other Confidential Information,for five(5)years following the expiration or termination of this Agreement. 8.6 Termination of This Agreement. Upon termination of this Agreement or upon the Discloser's written request, the Recipient agrees to terminate all use of the Discloser's Confidential Information and to either return to the Discloser all copies of the Discloser's Confidential Information in its possession or under its control or to provide the Discloser with a written notice from one of the Recipient's authorized representatives certifying that all copies of the Discloser's Confidential Information in the Recipient's possession or control have been destroyed; provided, however,the Recipient may(at its option, but not its obligation) keep a copy of the Discloser's Confidential Information in its archives,and the provisions of this Section shall continue with respect to such Confidential Information. Notwithstanding the foregoing, in no event shall any Client Confidential Information, including, without limitation, the Client Data, that is entered into or shared in the Juvare Exchange be returned to Client or removed from the Juvare Exchange; Client understands and acknowledges that any Client Confidential Information, including, without limitation, the Client Data, entered into the Juvare Exchange is visible and viewable by other Juvare Exchange users and is not secure or held confidential. 9. Proprietary Interests. The Software and Documentation, and all copies thereof, shall remain the exclusive property of ESi and/or its third-party licensors.All applicable rights to copyrights,trademarks, logos, patents and other intellectual property shall remain vested in ESi and/or its third-party licensors. Client shall not claim, register, alter or modify, any interest in such copyrights, trademarks, patents or other intellectual property, nor shall Client nor attempt to do any of the foregoing. Client shall not translate any of the ESi trademarks into any other language or alphabet. Notwithstanding the foregoing, Client shall always have title to data input and output arising out of the use of the Software, and any computer programs developed by or for Client using output of the Software as input to another source,and which do not include any logic and code of the Software, and such shall remain the exclusive property of the Client. Client acknowledges and agrees that ESi may seek equitable relief at any time to remedy a violation or threatened violation of the restrictions set forth herein regarding the use and protection of the Software and Documentation. 10. Copying of Documentation.Client may make as many copies of the Documentation as necessary for Client's internal purposes, provided the Client shall not modify or alter the content or appearance of the Documentation, modify or alter the appearance of any ESi trademark or logo in the Documentation, or eliminate any references to ESi, WebEOC or other ESi Software in the Documentation and provided that the Client shall reproduce and distribute the ESi copyright and notices page contained in the Documentation with all such copies and maintain the confidentiality of the copies and destroys or returns such copies in accordance with Section 8(Confidentiality)above. 11. Support Services.During the Term of this Agreement and provided Client is not in violation of this Agreement (including,without limitation, paying for the Subscription Fees), ESi will provide Support Services(all as further defined in Exhibit B hereto; Exhibit B is herein incorporated and made part of this Agreement by this reference) for the Software during the Standard Business Hours consisting of the following: (i) ESi will use reasonable efforts to maintain the Software to comply with the applicable Documentation in all material respects, and (ii) if and when made generally available through Support Services to ESI's other customers receiving Support Services, providing subsequent releases and versions of the Software for use consistent with ESI's then current policies. All Software Updates received by Client shall be subject to the terms of this Agreement. Support Services shall not include, and ESi shall not be responsible for, failures of the Software to perform consistent with the Documentation, specifications, requirements and other details set forth in Exhibit A or any subsequent amendments or quotes hereto in all material respects resulting from or caused by Client, Client's hardware and equipment, Client's connection to the Software,third party service providers, including,without limitation, communications services providers, or otherwise disclaimed elsewhere in this Agreement. 12. Hosted Services. During the Term of this Agreement and provided Client is not in violation of this Agreement, ESi will provide Hosted Services, as set forth in Exhibit D hereto, for the Software during the Standard Business Hours. Exhibit D is herein incorporated and made part of this Agreement by this reference. 13. Consulting Services. ESi will perform the Consulting Services set forth in any Exhibit or Statement of Work between the Parties in accordance with the terms within the applicable Exhibit and/or Statement of Work,for the Fees for such professional services as set forth in such Exhibit or Statement of Work. Each attachment for Consulting Services will include details that: (A)best utilizes the Consulting Services purchased and/or(B) identifies the date of achievement of mutually agreed to milestones tied to the deployment of the Subscription(s)and/or Service(s). Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 10 of 24 F-10 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F 14. Warranty. 14.1 Warranty by ESi. For new Software provided pursuant to the Subscription purchased by Client pursuant to this Agreement (for instance, merely adding additional Users to the Subscription for use with the Software would not be considered new Software), ESi warrants that, for a period of sixty(60)days from the Installation (the "Software Warranty Period"), the Software, when used in accordance with the applicable Documentation and this Agreement,will perform in compliance with the specifications for such Software as set forth in the Documentation in all material respects. In the event the Software fails to perform as warranted herein during such Software Warranty Period, and ESi receives written notice of such failure from Client following the first occurrence of such failure(and in all events prior to the expiration of the Software Warranty Period): a. ESi shall use all reasonable efforts to correct any reproducible error condition reported to ESi in such written notice during the Software Warranty Period as soon as reasonably possible (not to exceed 45 days)following receipt of such written notice; b. if ESi is unable to resolve such failure to comply with the warranty as provided above through either a correction or reasonable work around,Client may terminate the applicable order only(in its entirety) without penalty or liability for any amounts payable(other than charges and fees incurred prior to the effective date of such termination)on written notice to ESi that is received by ESi within 3 business days of the expiration of the 45 day"cure period"for any failure to comply with the warranty,and ESi shall, within thirty (30) days following the effective date such termination, refund to Client the pre- paid unused amounts paid by Client pursuant to the terminated order during the 60 day period prior to the effective date of such termination. Additionally,to the extent not already waived or expired as provided above, all rights of termination by Client pursuant to this Section shall expire to the extent ESi has not received a written notice of termination pursuant to this Section prior to the expiration of the Software Warranty Period; c. In the event of termination of an order as provided in this Section, Client shall not be obligated to pay any additional charges or fees payable pursuant to such terminated order for the period after the effective date of such termination; and d. The limited warranty provided hereunder(including ESi's obligations to restore Software and provide corrections and Client's rights of termination pursuant to this Section)shall not apply to Software to the extent it has been modified by other than ESi (or its contractors or agents), modified at Client's request, or not used in accordance with the requirements of this Agreement, the Documentation, specifications, and the Quotes or order forms. ESi does not warrant that the Software will operate uninterrupted or error free,that all errors can be corrected,or that it will satisfy Client's requirements. This Section sets forth Client's sole and exclusive remedy, and ESi's entire liability, for the failure of the Software to satisfy the warranty described in this Section.Any refunds pursuant to this Section shall be applied against any limitations of liability set forth in this Agreement. ESi shall have no obligations pursuant to this Section for claims under this Section for which Client does not provide ESi written notice prior to the expiration of the Software Warranty Period. In addition to the terms above, any termination of an initial Quote or Order pursuant to this Section shall also terminate this Agreement. 14.2 Warranty by Client. Client represents and warrants that (a) the performance of its obligations and use of the Software by Client and its Users, including, without limitation, any Administrators or Sub- Administrators, if any,will not violate any applicable laws or regulations, ESi's rules and regulations or cause a breach of any agreements with any third parties; (b)it will not interfere with ESi's systems or the use of any services or systems by other ESi's clients; (c)it will not provide or enter any Client Information or Client Data into the Software or Systems that may or does contain protected health information under Health Insurance Portability and Accountability Act of 1996 ("HIPAA"); (d) it will not provide or enter any Client Information or Client Data into the Software or Systems that may or does contain personal data as regulated by the General Data Protection Regulation 2016/679(the"GDPR"); and(e)it will not send any notifications, be it SMS, email, text, pager alerts, phone calls, using the Software or Systems without obtaining the consent of any User or recipient as required by applicable laws, statutes, or regulations. In the event of any breach of any of the foregoing Client warranties, in addition to any other remedies available at law or in equity, ESi will have the right, in its sole reasonable discretion, to terminate or suspend immediately any related Software if deemed reasonably necessary by ESi to prevent any harm to ESi, its Clients and/or its business. ESi will provide to Client notice (email being sufficient) of such termination or suspension of the Software and, in ESi's sole discretion if an opportunity to cure the breach if practicable depending on the nature of the breach, ESi may provide the Client with an opportunity to cure such breach and if cured, in ESi's full satisfaction, ESi may restore the Software or access to the Software. Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 11 of 24 F-11 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F 15. Disclaimers. 15.1 ESI DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FORA PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND/OR ACCOMPANYING DOCUMENTATION. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY ESI OR ANY OF ITS AGENTS, EMPLOYEES OR CONTRACTORS SHALL CREATE A WARRANTY, AND CLIENT IS NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION. ESI EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR FREE OF ERRORS. 15.2 THE SOFTWARE AND ANY SERVICES THERETO ARE NOT COMPLIANT WITH THE REQUIREMENTS OF THE HIPAA. 15.3 The Software is an information management application.The software is not fault-tolerant and is not designed, manufactured, or intended for use or resale in hazardous environments that require fail-safe performance such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, emergency response, terrorism prevention or response, life support or weapons systems (collectively"High Risk Activities"),the failure of which could lead to death, personal injury,or severe physical or environmental damage. ESI EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. Client agrees to indemnify,defend and hold ESi,and its affiliates,officers,directors, employees, agents, subcontractors, licensors, successors, and assigns harmless from and against any and all liability, losses, claims, expenses (including attorneys' fees), demands or damages of any kind, including direct, indirect,special, punitive, incidental,or consequential damages,arising out of or in connection with the Client's use of the Software for High Risk Activities. 16. Fees and Payment Terms. 16.1 Payment; Late Payment. All amounts are due and payable by Client to ESi as set forth in Exhibit C hereto (unless alternative payment terms are mutually agreed up on by the parties). Exhibit C is herein incorporated and made part of this Agreement by this reference. 16.2 Travel Expenses and Additional Charges. To the extent that the Software and services provided hereunder may require ESi to travel, Client shall pay Travel Expenses reasonably incurred by ESi in connection with such travel.ESi shall invoice Client for Travel Expenses on a monthly basis as incurred.Travel Expenses are in addition to any charges set forth in this Agreement or any Quote hereto. Other additional charges may be required should Client elect to: (a) use the Software on more than one (1) Instance; (b) increase the number of named users who may access the Software;(c)increase the number of non-production instances of the Software; (d)additional Software; (e) upon renewal; (f) increase storage capacity; or(g) as otherwise required by the Agreement. 16.3 Renewal Charges. At least sixty (60) days prior to the expiration of the Initial Period (as defined in Exhibit A)or a then current Renewal Period, ESi may notify Client of the current fees for Software and Support Services, and invoice Client for such fees for the Renewal Period so that such amount is due and payable prior to the commencement of such Renewal Period. ESi shall be entitled, in its sole discretion, to increase the fees for the Software and Support Services. 16.4 Suspension of the Software, Services and Support Services.Without limitation as to any other rights or remedies of ESi under this Agreement, ESi reserves the right to immediately suspend Client's access to and use of the Software and the Services (including, without limitation Support Services), without notice to Client,if any charges or fees payable to ESi are past due and not paid within the time frame set forth in Section 16.1 or elsewhere in this Agreement or an Exhibit, Statement of Work or Quote hereto, as applicable. Client agrees that ESi shall have no liability to Client, and Client waives any claim or action against ESi in the event of suspension or termination of access to or use of the Software and the Services for Client's failure to timely pay charges. Client's payment obligations shall continue during any period of suspension pursuant to this Section. 16.5 Taxes. All amounts charged by ESi are exclusive of, do not include, and Client shall be solely responsible for payment of, all sales, excise, use, value added, withholding, import or other taxes, tariffs and duties which are imposed to the Software and Services by or under the authority of any government or any political subdivision thereof, except for any taxes based upon ESI's net income, assets or worth. ESI shall invoice Client for amounts it is obligated to collect or is allowed to recover as such taxes, tariffs and duties. Client's obligations for the payment of taxes, tariffs and duties payable hereunder shall survive the expiration or termination of this Agreement. If the transaction or the Client is exempt from taxes, ESi will not charge tax provided that Client timely provides ESi with a valid exemption certificate or other evidence of such exemption in a form reasonably acceptable to ESi. To the extent permitted under applicable laws and regulations, ESi will not charge tax on transactions for the electronic delivery of the Software and Services. All payments due from Client shall be made without any deduction or withholding on account of any Taxes, charge or penalty, except required by law, in which case the sum payable by Client from which such deduction or withholding is to be made shall be increased to the extent necessary to ensure that, after making such deduction or Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 12 of 24 F-12 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F withholding, ESi receives and retains (free from any liability with respect thereof)a net sum equal to the sum it would have received but for such deduction or withholding being required. 16.6 Aggregate Amount.All payments for services and charges as identified in this Agreement shall not exceed in the aggregate the maximum compensation amount as identified in Section 3 of the Main Agreement. 17. Limitations of Liability.NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY EXHIBITS OR ATTACHMENTS HERETO AND TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ESI (INCLUDING ITS AFFILIATES) SHALL NOT BE LIABLE FOR L, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY EXHIBIT, QUOTES OR ORDERS HEREUNDER (HOWEVER ARISING, UNDER ANY THEORY INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, CONTRACT OR STRICT LIABILITY), INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR INTERRUPTED OR DELAYED COMMUNICATIONS, LOST DATA, LOST REVENUE,LOST PROFITS,LOSS OF TECHNOLOGY, LOSS OF RIGHTS OR SOFTWARE OR SERVICES AND/OR DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF USE OF ANY INFORMATION OR DATA OR OF THE SOFTWARE OR SERVICES, EVEN IF ESI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. SUBJECT TO THE FOREGOING AND TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, FOR THIS AGREEMENT AND EACH QUOTE FOR SOFTWARE OR SERVICES HEREUNDER, IN NO CASE SHALL ESI'S (INCLUDING ITS AFFILIATES)MAXIMUM AGGREGATE LIABILITY DURING ANY TWELVE (12) MONTH PERIOD DURING THE TERM OF THIS AGREEMENT (THE FIRST OF WHICH SHALL COMMENCE ON THE EFFECTIVE DATE OF THIS AGREEMENT)UNDER ANY CIRCUMSTANCES EXCEED THE AMOUNTS ACTUALLY PAID TO ESI BY CLIENT PURSUANT TO THIS AGREEMENT DURING SUCH TWELVE (12) MONTH PERIOD (EXCLUDING TRAVEL EXPENSES). THE PARTIES UNDERSTAND AND AGREE THAT THE LIMITATION OF LIABILITY SET FORTH IN THIS AGREEMENT REPRESENTS A REASONABLE ALLOCATION OF RISKS, AND EACH PARTY EXPRESSLY CONSENTS TO SUCH ALLOCATION. ESI SHALL HAVE NO LIABILITY OF ANY KIND IN THE EVENT CLIENT'S RECORDS OR OTHER DATA SUBMITTED FOR PROCESSING ARE LOST OR DAMAGED. 18. Termination. 18.1 Termination for Cause. This Agreement or any Exhibit or Quotes hereto may be terminated as follows: a. by ESi upon the breach by Client of any of its payment obligations under this Agreement or any Quote or Exhibit hereto, which breach has not been cured within five (5) days after Client has received written notice thereof, b. by one party upon the breach by the other party of any of such other party's material obligations under this Agreement or any Quote or Statement of Work hereto that has not been cured within thirty (30)days after the breaching party has received written notice thereof(provided, however,that there shall be no cure period in the event of a breach by Client of its obligations related to ESi's intellectual property), or c. by ESi if all or a substantial portion of the assets of Client are transferred to an assignee for the benefit of creditors or Client files or has filed against it a petition for liquidation under bankruptcy or similar laws and such proceeding is not dismissed within sixty(60)days. d. by Client for Non-Allocation of Funds.The terms of this Agreement are contingent on the approval of funds by the appropriating government agency. If sufficient funds are not allocated,then the County, upon at least 30 days' advance written notice to the Contractor, may: Modify the services provided by the Contractor under this Agreement;or Terminate this Agreement. If the basis for termination for cause applies only to a specific Quote or Statement of Work,the non- breaching party may elect to terminate only the affected Quote and associated Statement of Work, in which case this Agreement and other Quotes will remain in full force and effect. A breach of the terms of this Agreement or a Quote by a User shall be deemed to be a breach of the terms of this Agreement by Client. 18.2 Effective Date of Termination for Cause. Termination for cause based upon 18.1(a) above shall be effective on the 6th day after Client received the original written notice of breach if cure is not made or if some interim arrangement has not been reached between the parties(and agreed in writing)during the five(5)day cure period. Termination for cause based upon 18.1(b) above shall be effective on the 31st day after the breaching party received the original written notice of breach if cure is not made or if some interim arrangement has not been reached between the parties (and agreed in writing) during the thirty (30) day cure period; provided, however, if a breach under 18.1(b) is not subject to cure (e.g., disclosure of a party's Confidential Information), termination for cause is effective immediately upon the party providing written notice of termination to the breaching party consistent with the notices provision of this Agreement. Termination for Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 13 of 24 F-13 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F cause based upon 18.1(c) above shall be effective immediately after the assignment for benefit of creditors has been made or the filing of a petition for liquidation under bankruptcy or other insolvency laws and such have not been dismissed, dissolved or the petition lifted or stayed. 18.3 Effects of Termination.Termination of this Agreement shall result in the termination of all outstanding Quotes, Statements of Work and Exhibits,and termination of all outstanding Quotes, Statements of Work and Exhibits shall result in the termination of this Agreement. All Subscriptions, including, without limitation, Services and all Software use and access,granted under this Agreement and all Quotes,Statements of Work and Exhibits hereto shall immediately terminate upon termination of this Agreement. All Subscriptions, including, without limitation, Services and all Software use and access, granted pursuant to an applicable Quotes, Statements of Work and Exhibits shall terminate upon the expiration or termination of the applicable Quotes, Statements of Work and Exhibits. Upon termination of this Agreement, ESi will immediately cease performing all Services and terminate Client's and its User access to the Software. ESi shall have no obligation for retaining or maintaining a copy of any such Client's Information or data from the Software following the date of expiration or termination of the Quotes, Statements of Work and Exhibits governing such information or(if sooner)the expiration or termination of this Agreement. ESi shall be entitled, without further liability, to destroy all such Client's Information or data from the Software following the date of expiration or termination of the Quotes, Statements of Work and Exhibits governing such information or (if sooner) the expiration or termination of this Agreement. Notwithstanding the foregoing, in no event shall any Client Confidential Information, including,without limitation,the Client Data,that is entered into or shared in the Juvare Exchange be returned to Client or removed from the Juvare Exchange; Client understands and acknowledges that any Client Confidential Information,including,without limitation,the Client Data,entered into the Juvare Exchange is visible and viewable by other Juvare Exchange users and is not secure or held confidential. If Client receives Hosted Services from ESi, the following termination provisions also apply upon termination of this Agreement for any reason: a. Client's access to the Hosted Services (including, without limitation, all access to the hosted environments and data)shall be suspended; b. Client shall immediately surrender to ESi any Internet protocol numbers, addresses or ESi-owned domain names assigned to Client in connection with the Hosted Services delivered hereunder; c. Unless other arrangements are requested by Client within five (5) days of the effective date of termination and provided Client has paid all outstanding amounts due to ESi under this Agreement, for the five (5) day period following the effective date of termination of this Agreement ESi shall provide Client with access to its data or information within the Hosted Services for Client to download the Client Data or information; and d. Any and all Client Data shall be overwritten,erased,encrypted or otherwise rendered unrecognizable upon the sooner to occur of (i) Client's confirmation that it has downloaded the Client Data or information, or(ii)expiration of the period of access as set forth in subsection (c)above, or(ii)thirty (30)days from the effective date of termination of this Agreement. 18.4 Other Termination/Suspension of Services. In addition to all other remedies to which it may be entitled hereunder, ESi shall have the right, without notice to Client, to immediately suspend the provision of any and all Software and Services hereunder, including,without limitation,access to the Software and Support Services, in the event of(i)any breach or threatened breach of this Agreement or any Quotes, Statements of Work and Exhibits hereto by Client or its Users or contractors, (ii)any requirement or direction by any legal or regulatory body having jurisdiction over Client, ESi or its suppliers or third party service providers, or(iii)any change in law that renders ESi provision of the Software unlawful or otherwise non-compliant with applicable law. ESi shall make reasonable efforts to restart such access upon Client's cure or correction of the event of default or breach unless it has already terminated this Agreement or any Quotes, Statements of Work and Exhibits as provided hereunder.Client shall reimburse and pay to ESi all charges,expenses and fees incurred by ESi or payable by ESi to third parties as a result of such suspension of Software or reconnection/restart of such access to such Software. 18.5 Survival.The provisions of this Agreement that, by sense and context of the provision, are intended to survive performance by either or both parties shall also survive the completion, expiration, termination or cancellation of this Agreement. 18.6 The termination of this Agreement shall not relieve the Client of its obligation to pay any Charges and Fees incurred hereunder prior to the effective date of such termination or expiration or that result or arise from the termination of this Agreement(as provided in herein). 19. Indemnification. 19.1 By ESi. ESi shall, at ESi's sole cost and expense, defend Client against a third party claim that the Software provided hereunder by ESi infringes such third party's U.S. patent or copyright(or other jurisdiction as agreed to in writing by both parties), and ESi shall pay damages that a court finally awards to such third Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 14 of 24 F-14 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F party to the extent based on such claims or is agreed to by ESi in settlement of such claims, provided that(i) Client provides ESi prompt written notice of such claims, (ii)ESi controls the defense and settlement of such claims, and (iii) Client, at ESi's expense, reasonably cooperates with ESi in the defense and settlement of such claims. ESi's obligation hereunder shall not extend to a claim to the extent such claim is based on any alleged infringement arising from any (a) infringement or contributory infringement to the extent caused in whole or in part by Client, its Users, agents, representatives, employees or by third parties under Client's direction or control; (b)additions, changes or modifications to the Software by or on behalf of Client except for any additions, changes or modifications made by ESi or its Suppliers on ESi's behalf; (c)incorporation of the Software or any component thereof into any other product or process; or(d) use of the Software other than as permitted by this Agreement or the applicable Quote or Order. Should the Software become, or in ESi's opinion, be likely to become the subject of any such suit or action for infringement for which ESi is responsible under this Section,or if Client is enjoined from using the Software, ESi shall,at ESi's sole option and expense, (x) procure the right to continue providing the Software; (y) replace or modify such Software so that they become non-infringing and functionally equivalent; or(z)may terminate that portion of the allegedly infringing Software on written notice to Client. This Section states ESi's entire liability for infringement claims relating to the Services, Software, or Support Services. 19.2 By Client.Client shall defend,indemnify and hold ESi,its affiliates and each party's officers,directors, employees, representatives and agents harmless, at Client's sole cost and expense, from and against any damages and third party claims that arise from (a) infringement or contributory infringement to the extent caused in whole or in part by Client, its Users, agents, representatives, employees or by third parties under Client's direction; (b) additions, changes or modifications to the Services by or on behalf of Client; (c) incorporation of the Services or any component thereof into any other Client product or process; (d)use of the Services by Client other than as permitted by this Agreement or applicable Exhibit, Statement of Work or Quote; (e) Client's breach of any of its obligations under this Agreement, an applicable Exhibit, Statement of Work or Quote, or (as if the same were applicable to Client) the Amazon Service Agreement, Twilio Agreement,Twilio Acceptable Use Policy,Twilio Documentation,or Twilio Data Protection Addendum; (f)any personal injury or property damage caused by Client; (g) Client's breach of any federal, state or local law or regulation in connection with Client's use of the Software, System or Services, (h) Client's performance of services for Client's clients; (i) claims against ESi by Client's clients, customers or third parties arising from Client's use of the Software, Hosting Services and/or Documentation hereunder, including, without limitation, Client Data containing any protected health information subject to HIPAA or personal data subject to GDPR; 0) libelous, slanderous, indecent or other statement concerning or arising out of Client's statement or publications to or about individuals or business entities,(k)any damage,liability,judgment,defense,indemnity or hold harmless obligation that ESi becomes subject to as a result of Client's acts or omissions. 20. Export Controls. Client acknowledges that the Software and Documentation are subject to United States export laws. Client shall not, nor shall Client authorize or permit its directors, employees, consultants, independent contractors or other persons, to export, re-export, disclose or otherwise provide the Software and/or Documentation to any country unless an appropriate license, exemption or authorization has been obtained from the U.S. Government. Client expressly agrees that Client shall not export, re-export, barter, or otherwise provide or disclose the Software and Documentation, in whole or in part,to:(a)any country covered by any United States trade embargo; (b)any person listed on the United States Department of Treasury's list of Specially Designated Nationals; (3) any person or entity listed on the United States Department of Commerce Denied Persons List; (4)any person or entity listed on the United States Department of Commerce Unverified or Entity Lists; (5) any person or entity listed on the United States Department of State Debarred List; or(6) any person or entity where such export, re-export, barter, disclosure or provision violates United State export control law or regulation. Client represents and warrants that neither it nor its directors, employees, consultants, nor any other persons or entities who may gain access to the Software and Documentation through the Client, are persons or entities subject to such U.S. export controls. Client agrees to defend, indemnify, and hold harmless ESi from and against any claim, loss, liability, damage or expense, including fines or legal fees incurred by ESi with respect to any of Client's export or re-export activities contrary to the foregoing instructions. 21. U.S. Government Rights. a. If Client is an agency, department, or other entity of the United States Government ("Government"), or funded by the United States Government, Client's use, duplication, reproduction, release, modification, disclosure or transfer of the Software, Documentation, technical specifications, or any related materials of any kind, including technical data, is restricted in accordance with Federal Acquisition Regulation ("FAR") 12.212 for civilian agencies, Defense Federal Acquisition Regulation Supplement ("DFARS") 227.7202 for military agencies and the equivalent regulations for the Department of Energy. The use of the Software and Documentation is further restricted in accordance with the terms of this Agreement, or any modification thereto. Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 15 of 24 F-15 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F b. The Software and Documentation are commercial computer software and commercial computer software documentation.Client shall ensure that each copy used or possessed by or for the Government is labeled with the following: "Manufacturer is ESi Acquisition, Inc., 235 Peachtree Street NE, Suite 2300, Atlanta, GA 30303. ALL RIGHTS RESERVED. PROPRIETARY PRODUCTS." For the purpose of any federal, state or local law, Client agrees that the Software and Documentation are trade secrets and proprietary commercial products of ESi and/or its third-party licensors and are not subject to disclosure. 22. General Terms and Conditions. a. Entire Agreement; Waiver. The Main Agreement, this Agreement (including any attachments and schedules)and Exhibits,Statements of Work or Quotes set forth the entire understanding and agreement of the parties and supersede any and all oral or written agreements or understandings between the parties,as to the subject matter of this Agreement or the applicable Exhibit, Statement of Work or Quote. Any inconsistent terms, provisions,terms or conditions as stated in the Main Agreement,this Agreement, including terms in imbedded hyperlinks, shall be resolved in favor of the Main Agreement. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. b. Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of California (United States of America) regardless of application of choice of law rules or principles. This Agreement expressly excludes the United Nations Convention on Contracts for the International Sale of Goods. Unless otherwise elected by ESi at its option and in writing for a particular instance,the sole jurisdiction and venue for actions related to the subject matter hereof shall be the state or United States District Court having within its jurisdiction the location of The County of Fresno, Fresno, California . Both parties shall consent to the jurisdiction of such courts and agree that process may be served in any manner allowed by the laws of the State of California or of the United States. If Client acquires the Subscription, or use or access of the Software, in a country other than the United States or its territories, local law and additional Fees to Client may apply.The original language of this Agreement is English. In case of any discrepancies or conflicts between the English text version of this Agreement and any translation,the English version shall prevail. c. Dispute Resolution.Subject to the"Confidentiality"Section of this Agreement,the parties agree to resolve all differences or disputes arising out of or relating to this Agreement shall be resolved and settled by final and binding arbitration administered by the Judicial, Arbitration, Mediation Services (J.A.M.S.) pursuant to J.A.M.S.' then-current arbitration rules; provided, however, that in the event that J.A.M.S. shall be unavailable for any reason, then the arbitration shall be filed with and administered by the American Arbitration Association ("AAA")in accordance with its Commercial Arbitration Rules.Any such arbitration shall be conducted before a single arbitrator in a proceeding held in the Fresno, California area. The arbitrator shall award to the prevailing party in such arbitration such party's attorneys'charges,arbitrator's charges, J.A.M.S.' charges (or, if applicable, AAA's charges) and other costs incurred by the prevailing party in such arbitration. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The language of the arbitration shall be English. The arbitrator shall apply the substantive law of California when resolving the differences before them and shall not resort to any conflict of law rule that would call for the application of the law of another jurisdiction.The arbitrator shall take into account principles of legal privileges, such as those involving the confidentiality of communications between a lawyer and a client. The arbitrator shall render any monetary award in U.S. dollars. Notwithstanding the foregoing,the parties reserve the right to seek injunctive relief in a court of competent jurisdiction to protect any intellectual property rights and to prevent the release of Confidential Information. d. Assignment. Client may not assign or otherwise transfer, in whole or in part, or in any other manner, any rights, obligations, or any interest in or under this Agreement without the prior written consent of ESi and any purported attempt to do so will be null and void.A merger or other acquisition by a third party will be treated as an assignment. ESi may at any time and without Client's consent assign all or a portion of its rights and duties under this Agreement to a company or companies wholly owning, owned by, or in common ownership with ESi.This Agreement shall be binding on each party's successors and permitted assigns.Additionally, ESi may delegate the performance of certain Services to its Affiliates and third-party providers,provided ESi remains responsible to Client for the delivery of such Services and the compliance of such Affiliates and third-party providers with this Agreement. e. Change in Subcontractors. ESi has the right to change, modify and otherwise convert services providers and subcontractors (including, without limitation, its affiliates) used to provide the Services and terms under which the Services are offered, provided that the basic functionality and quality of the Services will not be materially adversely affected. f. Interpretation. In the event of a conflict between this Agreement and the terms of any Exhibit, Statement of Work or Quote attached hereto,the terms of the Exhibit, Statement of Work or Quote shall prevail and Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 16 of 24 F-16 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F control the interpretation of this Agreement. The Exhibits, Statement of Work or Quote, attachments, and schedules together with this Agreement shall be interpreted as a single document. g. Force Majeure. No breach of any obligation of ESi in this Agreement or an Exhibit, Statement of Work or Quote shall constitute an event of default or breach to the extent it arises out of a cause,existing or future, that is beyond the reasonable control of ESi, including without limitation, "acts of god" (such as earthquake, natural disaster, or flood), war, terrorists' acts, riot, theft, labor disputes, government regulations, curtailment of transportation, or a cause making ESi's performance impossible or commercially impracticable or the like. h. Limitations Period.Client agrees not to bring a legal action against ESi more than two years after the later of the date on which the cause of action accrues or the date on which the party discovered or with reasonable investigation should have discovered the cause of action. i. Prevailing Party. The prevailing party in any arbitration, suit, or action brought by one party against the other party to enforce the terms of this Agreement, any Exhibits or Quotes or Statement of Works hereto or any rights or obligations hereunder, shall be entitled to receive its reasonable costs, expenses, and attorneys' charges of bringing such arbitration, suit, or action. j. Independent Contractors. The parties are independent contractors, and no agency, partnership, franchise,joint venture or employment relationship is intended or created by this Agreement.Neither party shall make any statement, representation,warranty or other commitment on behalf of the other party. k. No Licenses. There are no licenses to the Software, express or implied, granted or provided under this Agreement. Neither party shall exceed the scope of the Subscription granted hereunder. ESi reserves all rights not specifically granted to Client. I. Notice.All notices shall be in writing and sent by certified mail(return receipt requested),overnight courier, or delivered personally to the addresses indicated on the first page of this Agreement for the applicable intended recipient,or such other address as either party may indicate by at least ten(10)days prior written notice to the other party. All notices to ESi shall be directed to the attention of the President/CEO of ESi, with a copy of all such notices also sent to ESi to the attention of ESi's General Counsel at the same address as ESi. Notice will be effective on the date shown on the delivery receipt or, in the case of personal delivery,actual receipt.All notices required pursuant to this Agreement shall be provided in strict compliance with this Section. m. Severability. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. n. No Third-Party Beneficiaries. ESi and Client agree that, except as otherwise expressly provided in this Agreement,there shall be no third-party beneficiaries to this Agreement. o. Headings.The headings used in this Agreement, Exhibits, Quotes and Statements of Work are solely for convenience and shall not be considered in its interpretation. p. Authorized Signer. Each party represents that the person signing this Agreement and any Exhibit, Statement of Work or Quotes hereto has been properly authorized and empowered to execute and deliver this Agreement and any Exhibit, Statement of Work or Quotes hereto on behalf of such party. This Agreement becomes null and void if the time between the earlier dated signature and the later dated signature exceeds sixty(60)days, unless waived by ESi. q. Incorporation by Reference. Any Attachments to this Agreement and any Exhibit, Statement of Work or Quote now existing and hereafter executed or issued that are made pursuant to this Agreement shall be deemed to be part of this Agreement and are incorporated into this Agreement by reference. r. Amendments. Except as otherwise provided herein or in an applicable Exhibit, Statement of Work or Quote,this Agreement and any Exhibit, Statement of Work or Quote may be changed or modified only in a written document signed by duly authorized representatives of both parties. s. Counterparts/Duplicate Originals. This Agreement and any Exhibit, Statement of Work or Quote may be executed by the parties in one or more counterparts or duplicate originals, and each of which when so executed shall be an original, but all such counterparts shall constitute one and the same document. t. Publicity/Use of Trademarks. ESi and Client herein agree to permit the occasional use of each other's name and logo as well as reference to this Agreement and the Services in their respective promotional advertising, press releases and public relations efforts. All such use will be only in a manner that reflects positively upon the other party. ESi may, without obtaining Client's prior written consent, place Client's name on a list of ESi's customers. u. Non-Solicitation. Client shall not, without ESi's prior written consent, directly or indirectly, solicit for employment or hire any Restricted Employee (as defined herein)while such person is employed by ESi and for the 12-month period starting on the earlier of: (i) termination of such Restricted Employee's employment with ESi, or (ii) termination or expiration of this Agreement. "Restricted Employee" means any former or current employee of ESi or its Affiliates that provided services on behalf of ESi hereunder Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 17 of 24 F-17 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F or that Client became aware of or came into contact with during ESi's performance of its obligations under this Agreement. v. Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other mail transmission), which signature shall be binding on the party whose name is contained therein. Each party providing an electronic signature agrees to promptly execute and deliver to the other party an original signed Agreement upon request. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate originals by their duly authorized representatives as of the day and year set forth above. This Agreement becomes null and void if the time between the earlier dated signature and the later dated signature exceeds sixty(60)days, unless waived by ESi. MEooc"spy"ea by: Fresno County OES,CA("Client") 03854DED775042F... By: By: Raj ib Roy Name: Name: President and CEO Title: Title: July 22, 2024 09:24:05 EDT Date: Date: /End of the Agreement;Exhibits follow Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 18 of 24 F-18 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F EXHIBIT A TO WEBEOC SUBSCRIPTION AGREEMENT 1. Term of Hosted Services Subscription The Subscription to the Hosted Services for the Software identified forth on this Exhibit A shall commence on the date set forth above in section 5 of the Agreement and continue thereafter for an initial period of three(3)years(the"Initial Period")plus two(2)optional one-year periods(the"Optional Period").Thereafter,the Subscription to the Hosted Services for the Software shall automatically renew for successive additional 12-month periods (each a "Renewal Period"), provided that either party may non-renew the Subscription to the Hosted Services for the Software as of the end of the Initial Period or any subsequent Renewal Period,on not less than 60 days'prior written notice of non-renewal to other party. "Term" means the Initial Period and any Renewal Period of the Subscription to the Hosted Services for the Software as set forth herein.Any such non-renewal shall be effective as of the end of the Initial Period or subsequent Renewal Period, as applicable,following the expiration of such 60-day notice period. 2. Subscription Software The Sub scri tion includes the folill wing Software: Number of Instance Software 1 ESi WebEOC Pro Software*v9.x(SaaS) *Latest version at time of contract execution -WebEOC Subscription -Premium Board Subscription -State&Local Board Set -User Importer -SSO for AD&SAML -Maps Add-On -Dashboard -Board Data Manager -Active Users -WebEOC Alerts (100k message credits) -ArcGIS Extension Juvare Exchange Desi nStudio®Software The Subscription includes the following urchased "non-production" Instances for the identified purpose: Number of Instance I Purpose 1 Development/testing of Software Updates prior to placing in production internal use only) - Training internal use only) 3. Authorized Number of Users for WebEOC Client may provide access to the following number of Administrators, Sub-Administrators, and Active Users, all authorized on a named and active user basis; does not include Desi nStudio User counts. User T pe Qty of Users Administrators (Up to the Number of Authorized Active Users Active Users 150 inclusive of Administrators and Sub-Administrators 4. Desi nStudio User T pe Qty of Users Users 3 5. Client Storage Capacity: 100 GB 6. Emergency Response Program Emergency Response Program has been purchased for Term: [ ] Yes [X] No /End of Exhibit A Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 19 of 24 F-19 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F EXHIBIT B TO WEBEOC SUBSCRIPTION AGREEMENT DESCRIPTION OF SUPPORT SERVICES FOR THE SOFTWARE Support Services for the Software shall include the following(in addition to what is stated in the Agreement): 1) Telephone Assistance:Client's"Support Contact"(as defined below)may contact the ESi's Support Center for telephone assistance to seek advice relating to the use of Hosted Services and/or to identify and work to provide a"workaround"for Software problems, if available.Telephone assistance for non-Emergency Support Services shall be available during Standard Business Hours. 2) Problem Assistance: Client may submit problem assistance requests for Software assistance via the published ESi's support escalation procedures.ESi will notify Client if any request is beyond the scope of this Agreement and is,therefore,subject to additional charges.Requests for problem assistance for non-Emergency Support Services shall be available during Standard Business Hours. 3) Software Updates: ESi will update the Software as such updates and future versions of the applicable Software are made generally available to other ESi clients receiving Support Services at no additional charge. Any training required by Client related to such Software Updates and subsequent versions of the Software are provided for an additional charge. ESi shall provide Client with Software Updates to the Software,except for modules,as such Software Updates become available.Software Updates may include correction releases (i.e. patches provided to correct software anomalies), point releases (i.e. modifications to current generation of software including enhancement and improvements), and level releases(i.e. new releases or new generation of software), but shall not include new products, modules or plug-ins released commercially by ESi as independently priced items. For Modules, ESi shall provide Client any Software Updates released by ESi to correct errors affecting the operation of the Module, whether such error is caused by the Module itself or by an error in the Software, and any Software Updates required to maintain compatibility with the Software. ESi shall not provide for any enhancements to the Module. Process to Obtain Support Services. To obtain Support Services or telephone or problem assistance, Client's designated Support Contact (an assigned Administrator that has completed the Administrator training and is listed as the Support Contact for Client) may contact ESi's Support Center as pursuant to ESi's published support procedures.Such support procedures include contacting ESi's Support Center via telephone, email and, when required, remote session support during Standard Business Hours and during Non-Standard Business Hours. "Routine"Support Services includes assistance with the use and configuration of the software;assistance with identification and resolution of errors or defects assistance with application and use of new releases;general support for Board Builder and boards built by ESi or an ESi-certified technician; and access to WebEOC best practices,community-use status boards, "help"resources and other content made available through https://www.muvare.com/customers/technical-support, a"client only"web forum. Support Services may be accessed by Client by calling the Support Center via(877)771-0911 or by electronic mail at support(cD.iuvare.com(subject to updates and changes by ESi). "Emergency" Support Services shall be available 24 hours per day, 365 days per year. Emergency telephone support includes any assistance needed by Client while Software is in use operationally,whether for actual incidents or exercises excluding assistance with GIS interfaces, mapping or products,which is licensed by a third-party vendor is available only during Standard Business Hours. Emergency Support Services may be accessed by calling the Support Center via(877)771-0911 (subject to updates and changes by ESi). Client may request performance of additional services by ESi.Such services shall be invoiced separately by ESi at ESi's then current rate for such services and Travel Expenses, if applicable. Limitations on Support Services. ESi will provide Support Services for only the current version of any Software. Client is obligated to promptly implement all Software Updates,work arounds and error corrections provided by ESi. Problems or Issues Not Covered by Support Services. The following issues/problems, and all issues or problems caused by the following,are not covered by Support Services: 1.Alterations to the Software not authorized by ESi; 2. Unless otherwise agreed in an Exhibit or Statement of Work hereto,customizations to the Software from consulting or professional services provided by ESi,including applications design or recommendations by Client; 3.Software problems created by Client negligence or fault or failure to comply with any specifications, policies, procedures or requirements for use of the Software,including,without limitation,those set forth in ESi's Terms&Conditions; 4.Software problems caused by or related to a change in Client's service provider or internet access provider. Without limiting the generality of the foregoing,no reconfiguration of the Software due to a change in a service provider is covered under Support Services. Client should notify ESi prior to changing its service provider to enable ESi to provide configuration specifications to the new service provider.Any programming and configuration changes will be charged to Client at the then-current ESi's daily/hourly rates for such reconfiguration services; 5.Software problems that do not significantly impair or affect the operation of the Software; 6.Assistance with third party products;Training; Installation of plug-ins,boards or modules;API support;Board building;and 7.Client's failure to allow for the prompt implementation of Error corrections,Software updates,or any work-around provided or made available by ESi(including,without limitation and applicable at all times,implementation of more recently released,generally available versions or releases of the Software made available through Support Services that contain corrections to the relevant Error or where such Error does not occur when using such more recently released version or release of the Software). Client Responsibilities. Client agrees to limit its requests for Support Services after Standard Business Hours to occasions when the problem related to the Software is critical to Client's operation and cannot wait to be addressed until Standard Business Hours on the next succeeding Contractor business day. /End of Exhibit 8 Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 20 of 24 F-20 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F EXHIBIT C TO WEBEOC SUBSCRIPTION AGREEMENT FEES AND PAYMENT SCHEDULE Fees (further to Quote No. Q-15593, dated April 12, 2024): Upon payment of the following Fees pursuant to the Payment Schedule below, the following Subscription(s) shall be made available for use and access by Client and its Users on a SaaS Subscription basis for the Term set forth in the Agreement and all use of the Software shall be governed by the Agreement: Year 1 ITEM NUMBER DESCRIPTION SALES PRICE CITY TOTAL PRICE 100-WEB-B WebEOC Subscription 150 Users $51397.00 LDO S51397.00 101-S•PEAB-1 WebEOC Alerts $3.150.00 1.DO $3.150.00 100,0D0 Message Credits 101-SAGIS-1 SaaS-ArcGIS Extension $4,494.00 1.00 54,494.00 700•P-W-St.T2 Professional Services,WebEOC-SaaS Implementation- $3.000.00 1.D0 S3,0D0.00 Tier 2 ArcGIS Extension Implementation 702-T-BCIOTCAMD Training Center-WebEOC Vftual Bootcamp Training- S11,580.00 2 00 $3,160.00 New Implementation Clients(1 Seat) Year/Totak, $65,401.DO Year 2 ITEM NUMBER DESCRIPTION SALES PRICE QTY TOTAL PRICE 100•WEB•8 WebEOC SUbscrrption 150 Users $51,597DO 1.00 ss,5?7.UG 101-SPEAB-1 WebEOC Alerts $3,307.SO 1.00 s 7L5u 100,OD0 Message Credit 101-S-AGIS-1 SaaS-ArcGIS Extenwn $4718.70 1 DO S4 71 S.70 Year 2 Total $r- - Year 3 ITEM NUMBER DESCRIPTION SALES PRICE CITY TOTAL PRICE 100•WEB-8 WebEOC Subscription 150Users $54,176.85 1.D0 $54,176.85 101-5-PEAB-1 WebEOC Alerts $3.472.88 1.00 $3,472.88 100,0DO Message Credits 101-S-AGIS-1 SaaS-ArcGIS Extension $4,954.64 1.D0 $4,954.64 Year 3 Totat S6Z604.37 Year 4-OPTIONAL ITEM NUMBER DESCRIPTION SALES PRICE QTY TOTAL PRICE 100-WEB-B WebEOC Subscription 150 Users $56,885.69 1.00 $56,885.69 101•S-PEA8.1 WebEOC Alerts S3,646.52 1.00 S3,646.52 1DO.D00 Message Credns 101.5-AGIS-1 SaaS-ArcGIS Extension S5,202.37 1.00 SS,202.37 Year 4-OPTIONAL Total S65,734.58 Year 5-OPTIONAL ITEM NUMBER DESCRIPTION SALES PRICE QTY TOTAL PRICE 1w WEB B WebEOC Subscription 150 Users S59,729.98 LDO S59,729.98 101 S-PEAK-1 WebEOC Alerts S3,828,85 1,00 $3,828,85 1 DO.000 Message Credits 101,SAGIS•1 SaaS•ArcGIS Extension SS,462.49 I.DO $5,462.49 Year S•OPTIONAL Total S69,021.32 •wer�<x 7w1 ISD I322364-7 Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 21 of 24 F-21 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F Payment Schedule For purposes of this Exhibit C, ESi shall invoice, and Client shall pay, the amounts set forth below according to below payment schedule: (i) The total "Year One(1)" fees set forth above in the amount of$65,401.00 USD (plus applicable taxes) shall be invoiced by ESi to Client upon ESi's receipt of this Agreement(executed by Client); (ii) Subsequent annual charges as set forth above shall be invoiced by ESi to Client so that such amounts are due and payable prior to the commencement of each applicable year; and (iii) No travel is expected to be performed by ESi pursuant to this Exhibit C. All charges in this Agreement are exclusive of taxes and Travel Expenses incurred by ESi in the performance of services and are in addition to any charges set forth in any other Statement of Works or Addenda or Quotes to the Agreement or in the Agreement.All invoices are due and payable forty-five (45)days from receipt of invoice . If Client is tax exempt, Client shall be responsible for providing all necessary documentation to show such tax-exempt status to ESi or to the taxing entity. Work cannot be started and dates for services cannot be secured until the applicable initial payment has been received by ESi. Pricing contained herein is based on configuration outlined above. Some items may not be sold separately. Pricing is valid for 90 days from the date of Quote date. Notwithstanding anything to the contrary in this Exhibit C and the Agreement, Client has 60 days from execution of this Agreement by Client to permit ESi to implement the Subscription provided hereunder into production.Should Client fail to permit ESi to implement the Subscription into production within such 60-day period, all unpaid amounts set forth above shall be immediately due and payable by Client to ESi and the implementation shall be deemed complete as of the end of such 60-day period. Client may then provide ESi written notice when Client is ready to implement the Subscription. ESi shall not have any obligations for warranties applicable to the Subscription, Software and services, if any, provided hereunder, and Support Services for such Subscription, shall not apply to issues experienced by Client, to the extent caused by Client's use of such Subscription prior to ESi's completion of the implementation of the Subscription. /End of Exhibit C Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 22 of 24 F-22 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F EXHIBIT D TO WEBEOC SUBSCRIPTION AGREEMENT HOSTED SERVICES 1. Definitions. For the purposes of this Exhibit,the following words have the meaning set forth below: a. "Hosted Services" means the installation and management of specified software applications in the Juvare Cloud shared environment on behalf of a ESi customer and exclusively for the benefit of permitted users of the Software. b. "Hosted System" means the combination of hardware, software and networking components used by the application service provider to deliver the Hosted Services. c. "Juvare Cloud" means the shared hardware environment for the purpose of hosting and maintaining software and data on behalf of ESi's customers;may also be referred to as the application service provider or the"ASP." All other capitalized terms in this Exhibit D shall have the same meaning set forth in the Agreement, except where otherwise stated in this Exhibit. 2. Scope of Services. ESi shall provide the following services to address the Software hosting needs: a. ESi shall provide Hosted Services to Client according to the provisions set forth in the Agreement and this Exhibit. ESi shall notify Client promptly upon creation of Hosted Services account and provide Client with all information required to access such account. ESi,at its sole discretion, may provide and maintain such Hosted System and/or deliver such Hosted Services internally or through a qualified subcontractor. b. ESi shall provide and maintain the facilities,hardware,and networking components as it sees fit to provide access to the Juvare Cloud for the benefit of Client. c. ESi shall perform, at its convenience and after notice to Client, scheduled updates of the Juvare Cloud as ESi or its hosting subcontractor sees fit. Such updates shall be scheduled to enable the simultaneous update to all of ESi-hosted customers. d. ESi or its hosting subcontractors shall be entitled to perform, as needed, emergency security updates to the Hosted System to protect the Juvare Cloud or the subcontractor's hosted environment from newly identified and widespread threats to the internet or internet-based services posed by worms,viruses and Trojans, or to address other vulnerabilities,with little or no notice to Client. e. ESi shall provide and maintain a redundant shared environment of the Juvare Cloud at a location that is geographically separated from its primary ASP Environment to ensure continuity of Software access and operation in the event of any unforeseen outage,disaster or other event that may interrupt service at the primary location of the Juvare Cloud. Failover to the redundant shared environment of the Juvare Cloud is a manual process and service will be activated by ESi immediately upon notification of malfunction, unavailability or failure of primary shared environment of the Juvare Cloud. f. ESi will notify(via ESi's Support Center)the Client of any planned service outages, i.e., for the purpose of performing Software updates or testing, or other inability to perform the services outlined in this Agreement. g. ESi shall schedule, perform and maintain a duplicate ("backup")record of Client's data within the Juvare Cloud.. h. In addition to the Support Services pursuant to the Agreement and Exhibit B, ESi shall provide Client with Support Services for the Hosted Services which include assistance with problems related to the Juvare Cloud, data access, Hosted System access, or similar problems. Such Support Services for the Hosted Services may be accessible to Client via the same contact information provided to Client for Support Services;provided, however,services to be provided by ESi under this Exhibit and the Agreement do not include assistance with third party products; training; installation of plug-ins, boards or modules; API support; or board building; or repair or correction of errors, defects or other operational or performance defects caused by Software configuration, modification, enhancement or programming provided by any party other than ESi or an ESi-certified technician. Any professional services described in this Section 2(h), or services required to repair or correct the errors and defects described in this Section 2(h), shall be provided on a fee-for-services basis at rates consistent with the ESi published price list in effect at the time services are rendered. i. Client may request performance of additional services by ESi.Such services shall be invoiced separately by ESi at the current published rate for labor and actual costs for materials and travel, if applicable. 3. Client Obligations a. The Client shall maintain, at Client's expense, a secure high-speed internet connection through which to access its hosted Software. b. The Client shall appoint a designated point of contact and two alternate points of contact for its interactions with ESi. Client shall provide ESi with the name,job title, physical address, telephone number, facsimile number and electronic mail address for each of the contact persons. Client shall keep such contact information up-to-date and promptly notify ESi, in writing via electronic mail, of any changes. Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 23 of 24 F-23 Docusign Envelope ID: EC555AA5-309D-4F81-B9A0-01E6E0288BDA Exhibit F c. The Client shall use reasonable security precautions in connection with the use of Services provided under this Agreement. d. The Client is responsible for any and all use and access to the Hosted System and Hosted Services by its employees, agents, contractors and permitted users of the Software and Hosted Services. e. The Client shall make best efforts to notify ESi in writing, via electronic mail or facsimile, of any planned non-emergency use of its Software, such as the occurrence of training sessions, drills and exercises, to aid ESi with the planning of any scheduled outages. f. The Client shall promptly notify ESi Support Center of any identified Hosted Services outage that impairs Client's access to the Software so that ESi may manually activate the redundant shared environment of the Juvare Cloud and immediately commence work to restore service to the primary shared environment of the Juvare Cloud. b. The Client shall not conduct any load testing, performance testing or any other test of the Hosted System which may degrade performance or limit or adversely impact availability of the Juvare Cloud for other customers. 4. Limitations on Use of Hosted Services. a. Client's usage of the Hosted Services in the Juvare Cloud is subject to capacity and performance constraints. Monthly active users do not equal maximum concurrent users. Concurrent user capacity will be variable based on Juvare Cloud load. b. Access to the Hosted System may not be rented, leased, sold, sub-leased, assigned or otherwise transferred for value or for no value by Client to any third party. c. Hosted System and Hosted Services are provided to support the Software which is an information management tool. Hosted Services are not guaranteed to be fault-tolerant or to provide fail-safe performance. Hosted Services are not appropriate for use in ultra-hazardous environments where failure of the Hosted System or the Juvare Cloud may lead to bodily injury, death or destruction of property. d. Installation of Software applications in the Juvare Cloud is limited to the Software included in the Subscription to Client by ESi and Software supplied by ESi either as a component of the Hosted System or to support delivery of Hosted Services. e. ESi shall only be responsible for performance of components of the Hosted System and Services under its control. ESi shall not be responsible for performance deficiencies caused by processes, hardware and software beyond its control including, but not limited to, information transmission delays due to excessive internet traffic, internet outages, or failure of Client to perform its obligations under this Agreement. f. The warranties set forth in the Agreement shall be void if any breach of this warranty or failure of the hosting environment or Software is caused by unauthorized use,improper use or modification to Software made by Client or its authorized users. /End of Exhibit D Confidential and Proprietary Exhibit F 6.24.24.docx DRAFT 4.15.24 Page 24 of 24 F-24