AGR-6258.1 - ESO SOLUTIONS INC - FIRST AMENDMENT TO APPLICATION HOSTING AND TECHNOLOGY SUPPORT SERVICES AGREEMENT5 a i
FIRST AMENDMENT
TO
APPLICATION HOSTING AND
TECHNOLOGY SUPPORT SERVICES AGREEMENT
THIS FIRST AMENDMENT TO APPLICATION HOSTING AND TECHNOLOGY
SUPPOI.T SERVICES AGREEMENT(the"First Amendment")is made and entered into as of
Se-t'ern p r , 2020, by and between the CITY OF ORANGE, a municipal corporation
Cit'), and ESO SOLUTIONS, INC., a .Texas corporation, assignee of Xerox Government
Systems, LLC, ("Contractor"), with reference to the following:
A. City and Contractor entered into an Application Hosting and Technology.Support
Services Agreement(Agreement No. 6258)dated as of September 1, 2015, which is incorporated
herein by this reference(the"Original Agreement"); and
B. Xerox Government Systems, LLC has assigned the Original Agreement to ESO
Solutions, Inc. (henceforth, "Contractor"), and City consents to this assignment; and
B. City and Contractor desire to amend the Original Agreement to modify, amend and
supplement certain portions of the Original Agreement by extending the term, modifying the
services, and increasing the compensation. '
NOW,THEREFORE,the parties hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms
used herein shall have the meanings set forth for such tezms in the Original Agreement.
Section 2.: Cross-References. City and Contractor agree that all references in this
First Amendment are deemed and construed to refer to the Original Agreement, as implemented
by this First Amendment.
Section 3. Revised Term. Section 2.0 of the Original Agreement, Term, is hereby
revised to reflect a termination date of August 30, 2021.
Section 4. Revised Services. Section 3.0; Exhibit A, of the Original Agreement,
Services, is hereby amended, modified and supplemented to include the services described on
Exhibit A attached hereto and incorporated herein by this reference.
Section 5. Revised Compensation. Section 8.1 of the Original Agreement, Charges,
is hereby revised to include compensation for the additional services to be rendered pursuant to
Exhibit A of this First Amendment in an amount not to exceed TWENTY-NINE THOUSAND
FOUR HUNDRED EIGHTEEN DOLLARS and 00/100 ($29,418.00).
Section 6. Revised Notice. Section 15.7 of the Original Agreement,Notices,is hereby
revised to reflect the following notices:
If to Customer, to: If to ESO, to:
City of Orange ESO Solutions, Inc.
300 E. Chapman Ave. 9020 N. Capital of Texas Highway
Orange, CA 92866 Austin,TX 78759
Attn: Rosie Flores, Plan Examiner Attn: Marilee Murphy, Account Manager
Section 7. Intesration. This First Amendment amends, as set forth herein, the
Original Agreement and, except as specifically amended hereby, the Original Agreement shall
remain in full force and effect. To the extent that there is any conflict or inconsistency between
the terms and provisions of this First Amendment and the terms and provisions of the Original
Agreement, the terms and provisions of this First Amendment shall control and govern the rights
and obligations of the parties.
Remainder of page intentionally left blank; signatures on next page]
2
IN WITNESS of this Agreement,the parties enter into this Agreement on the year and day
first above written.
CONTRACTOR" CITY"
ESO SOLUTIONS, INC., a Texas corporation CITY OF ORANGE, a municipal corporation
By: By:
Printed Name: Matt Walker Mar A. Murphy,M o
Title: COO
By: AT'TEST:
Printed Name:
Title:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
l,
Mary E. nning
Senior Assistant City Atto e
NOTE:If Contractor is a corporation,the City requires the following signature(s):
1) the Chairman of the Board, the President or a Vice-President, AND (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an
Assistant Treasurer. If only one corporate officer ea ists or one corporate officer holds
more than one corporate oftice,please so indicate.OR
The corporate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement,must be provided to
the City.
3
EXHIBIT "A"
SUPPLEMENTAL SCOPE OF SERVICES
Behind this page.]
Quote Date: 08/03/2020
Customer Name: City of Orange
Quote#: Q-17464
Quote valid until: 08/31/202Q
ESO Account Manager: Mariiee Murphy
CUSTOMER CONTACT BILLING CONTACT
End User City of Orange Payor City of Orange Address Accts Payable
Name Casey Fieliihouse Name Matthew Nelson Orange CA,92866
Email cfieldhouse@cityoforange.org Email mrielson@ciTyoforange.or Billing Frequency Annual
g
Phone (714)651-3944 Phone 714288-2506 Initial Term 12 months
Total Annual Recurring $29,418.00
Special Terms and Notes: Term of this Agreement shall be from September 1,2020 to August 31,2021.
FH Cloud Support-Fire IncideM Moduie 1 Seats 1,495.65 Recurring
FH Cloud-Additional Users Support Fre Incident Module 19 Seats 4,239.85 Recurring
FH Cloud Support-Hydrant Module 0 Seats 0.00 Recurring
FH Ctoud-Additional User Support Hydrant Module 0 Seats 0.00 Recurring
FH Cioud Support-Inventory Module 1 Seats 747.85 Recurring
FH Cioud-Additional Users Support Inventory Module 19 Seats 2,120.40 Recurring
FH Cloud Support-Occupancies&Inspections Module 1 Seats 498.55 Recurring
FH Cioud SuppoR-Additional Users Support Occupancies&
19 Seats 1,413.60 RecurringInspectionsModule
FH Cloud Support - Staff Activities, Trafning & Programs
1 Seats 997.10 RecurringModule
FH Cioud Support-Additional Users SuppoR Staff Activities,
19 Seats 2,827.20 RecurringTraining,&Programs Module
FH Cloud Support=EMS Module 1 Seats 747.85 Recurring
FH Cloud Support-Additional Users Support EMS Module 19 Seats 2,119.45 Recurring
FH Cloud Support-CAD Monitor 1 Seats 1,332.20 Recurring
FH Cloud Support-Additional Users Support CAD Monitor 19 Seats 6,378.30 Recurring
FH Inspector for iPad-Support 30 Devices 4,500.00 Recurring
Total Recurring 29,418.00
Total One-Time 0.00
TOTAL 29,418.00
Additional fees may be applied by Customer's billing or CAD vendor for certain integrations or interfaces,and Customer is encouraged to
discuss this with the appficable vendor.
If present,appticable taxes shall be waived if Customer submits a valid certificate of tax exemption to ESO upon or prior to submission of
the signed Quote.
Quote Date: 08/03/2020
Customer Name: City of Orange
Quote#: Q-17464
Quote valid until: 8/31/2020
ESO Account Manager. Marifee Murphy
TERMS AND CONDITIONS:
1. If the Customer indicated above has an ESO Master Subscription and License Agreement
MSLA)dated on or after February 20, 2017,then that MSLA wili govern this Quote.Otherwise,
Customer intends and agrees that this Quote adopts and incorporates the terms and conditions
of the MSLA and associated HIPAA business associate agreement hosted at the following web
address,and that the products and services ordered above are subject thereto:
http://bit.lv/ESOContract
2. The Effective Date of this Quote shall be the final date of signature.
3. If Customer has selected a third party to pay fees on their behalf,the applicable fees
above shall be invoiced to the third party on Customer's behalf.
of Orange
S' ature]
i°ia r,
Pri N e]
Title]
o
Today's Date]
For Fire, EHR,Assets, Firehouse, Education,Safety Pad,Schedulin,the following payment terms
apply:
Fees are invoiced at the Billing Frequency 15 days after the Effective Date,with recurring fees due
on the anniversary.
Quote Date: 08/03/2020
Customer Name: City of Orange
Quote#: Q-17464
Quote valid until: 08/31/2020
ESO Account Manager. Marilee Murphy
N
A`
l
A
o
r D • i`
i.
ia§iE3:rs..`"'
z..<.,`
v;:Y,-t_...._w...ru,.<wu.o».... .._,.._w""°"' ,,.y..._._. ...6.., _,... x.,...Y.....-m...... ...__.........r
FH Cloud Support- Fire Incident
FiREHOUSE Cloud Hosted Enterprise Fire Incidents Module Support-Enables NFIRS reporting for fire departments.Module
FH Clouii - Additionai Users FlREHOUSE Cloud Hosted Enterprise Fi e Incidents Module Additional Users Support-Enabfes NFIRS reporting for flre
Support Flre Incident Module departments.
FH Cloud Support - Hydrant FIREHOUSE Cloud Hosted Enterprise Hydrant Module Support-Enables the colfection of complete hydrant data,inspection,and
Module repair records.
FH Cloud-Additional User Support FIREHOUSE Cloud Hosted Enterprise Hydrant Module Additional Users Support-Eriables the coltection of compfete hydrant data,
Hydrant Matlufe in§pection,and repair records.
FH Cloud Support - Inventory FIREHOUSE Cioud kosted Enterprise Inventory Module Support-Keeps comprehensive apparatus,equipment,and inventory
Module data for use and tracking of Invenfory.
FH Cloud - Additional Users FIREHOUSE Cioud Hosted Enterprise Inventory Module Additional Users Support-Keeps comprehensive apparatus,equipment,
Support Inventory Module and inventory data foruse and tracking of Inventory.
FH Cloud Support-Occupancies& FIREHOUSE Cloud Hosted Enterprise Occupancies&Inspections Module Support-Enables tracking of all building information,
Inspections Module enabling robust pr plans.
FH Cloud Support - Additional
FIREHOUSE Cloud Hosted Enterprise Occupancies&Inspections Module Additional Users Support-Enables tracking of allUsersSupportOccupancies &
buiiding information,enabling robust pre-plans.Inspections Madule
FH Cloud Support-Staff Activities, FIREHOUSE Cloud Hosted Enterprise Training Module Support-Enables the collection and tracking of all Training&Certification
Training&Programs Module data.
FH Cloud Support - Additional
FIREHOUSE Cioud Hosted Enterprise Training Module AddiUonal Users Support-Enables the collection and tracking of allUsersSupportStaffActivities,
Train'irig&Certification data.Training,&Programs Module
FH Cloud Support-EMS Module FIREHOUSE Cloud Hosted Enterprise Fire Inciden[s Moduie Support-Enables EMS reporting for fire departments.
FH Cloud Support - Additional FIREHOUSE Cloud Hosted Enterprise Fre Incidents Module Additional Users Support Enabtes EMS reporting for fire
Users Support EMS Module departments.
FH Cloud Support-CAD Monitor FIREHOUSE Cloud Hosted CAD Monitor Support-Imports incident information from dfspatch.
FH Cloud Support - Additional
FIREHOUSE Cloud Hosted CAD Monitor Additional Users Support-Imports incident information from dispatch.
Users Support CAD Monitor
FH Inspector for iPad-Support Annual Support for iPad for inspections.
Quote Date: 08/03/2020
Customer Name: City of Orange
Quote#: Q-17464
Quote valid until: 08/31/2020
ESO Account Manager. Marilee Murphy
Piease fiii in your contact information below:
Name Email Phone
Primary Business ., 's•
Contact o.=-a.,yP.o
y -
Invoicing Contact .••r' ch-r^/c'.
Q
L'V r li dl lilC'/d ^
c J L 1 t V r(} " //J C _J
J
Legal Contact y 6'•'•"
j/o e.o 7i>' -S 3
Software Administrator ,,5, ' j/cf-s r"/--'
Contact e,'io ru y. o '7 c 8 --?SS
v
Privacy HIPAA Contact S'r,/,,, %.,',;,7 c i,.j:,,'
7 y)us --asr—q7y',U,,
t/
Tax Exempt YES OR If YES, return Exempt Certificate with
Agreement
Purchase Order ES R NO If YES, return PO with Agreement
Required?
Please email the si ned sales order to le al@eso.com and vour sales representative.