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2024-301
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Last modified
12/30/2024 11:45:39 AM
Creation date
12/30/2024 11:07:59 AM
Metadata
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Template:
Official Documents
Official Document Type
Agreement
Approved Date
12/03/2024
Control Number
2024-301
Agenda Item Number
9.K.
Entity Name
WebEOC
Subject
Agreement for Incident Management Software
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A TRUE COPY <br />CERTIFICATION ON LAST PAGE <br />EXHIBIT D TO WEBEOC SUBSCRIPTION AGREEMENT RYAN L. BUTLER, CLERK <br />HOSTED SERVICES <br />Definitions. For the purposes of this Exhibit, the following words have the meaning set forth below: <br />a. "Hosted Services" means the installation and management of specified software applications in the <br />Juvare Cloud shared environment on behalf of a ESi customer and exclusively for the benefit of permitted <br />users of the Software. <br />b. "Hosted System" means the combination of hardware, software and networking components used by <br />the application service provider to deliver the Hosted Services. <br />c. "Juvare Cloud" means the shared hardware environment for the purpose of hosting and maintaining <br />software and data on behalf of ESi's customers; may also be referred to as the application service provider <br />or the "ASP." <br />All other capitalized terms in this Exhibit D shall have the same meaning set forth in the Agreement, except <br />where otherwise stated in this Exhibit. <br />Scope of Services. ESi shall provide the following services to address the Software hosting needs: <br />a. ESi shall provide Hosted Services to Client according to the provisions set forth in the Agreement and <br />this Exhibit. ESi shall notify Client promptly upon creation of Hosted Services account and provide Client <br />with all information required to access such account. ESi, at its sole discretion, may provide and maintain <br />such Hosted System and/or deliver such Hosted Services internally or through a qualified subcontractor. <br />b. ESi shall provide and maintain the facilities, hardware, and networking components as it sees fit to provide <br />access to the Juvare Cloud for the benefit of Client. <br />c. ESi shall perform, at its convenience and after notice to Client, scheduled updates of the Juvare Cloud <br />as ESi or its hosting subcontractor sees fit. Such updates shall be scheduled to enable the simultaneous <br />update to all of ESi-hosted customers. <br />d. ESi or its hosting subcontractors shall be entitled to perform, as needed, emergency security updates to <br />the Hosted System to protect the Juvare Cloud or the subcontractor's hosted environment from newly <br />identified and widespread threats to the internet or internet-based services posed by worms, viruses and <br />Trojans, or to address other vulnerabilities, with little or no notice to Client. <br />e. ESi shall provide and maintain a redundant shared environment of the Juvare Cloud at a location that is <br />geographically separated from its primary ASP Environment to ensure continuity of Software access and <br />operation in the event of any unforeseen outage, disaster or other event that may interrupt service at the <br />primary location of the Juvare Cloud. Failover to the redundant shared environment of the Juvare Cloud <br />is a manual process and service will be activated by ESi immediately upon notification of malfunction, <br />unavailability or failure of primary shared environment of the Juvare Cloud. <br />f. ESi will notify (via ESi's Support Center) the Client of any planned service outages, i.e., for the purpose <br />of performing Software updates or testing, or other inability to perform the services outlined in this <br />Agreement. <br />g. ESi shall schedule, perform and maintain a duplicate ("backup") record of Client's data within the Juvare <br />Cloud. <br />h. In addition to the Support Services pursuant to the Agreement and Exhibit B, ESi shall provide Client with <br />Support Services for the Hosted Services which include assistance with problems related to the Juvare <br />Cloud, data access, Hosted System access, or similar problems. Such Support Services for the Hosted <br />Services may be accessible to Client via the same contact information provided to Client for Support <br />Services; provided, however, services to be provided by ESi under this Exhibit and the Agreement do not <br />include assistance with third party products; training; installation of plug -ins, boards or modules; API <br />support; or board building; or repair or correction of errors, defects or other operational or performance <br />defects caused by Software configuration, modification, enhancement or programming provided by any <br />party other than ESi or an ESi-certified technician. Any professional services described in this Section <br />2(h), or services required to repair or correct the errors and defects described in this Section 2(h), shall <br />be provided on a fee -for -services basis at rates consistent with the ESi published price list in effect at the <br />time services are rendered. <br />i. Client may request performance of additional services by ESi. Such services shall be invoiced separately <br />by ESi at the current published rate for labor and actual costs for materials and travel, if applicable. <br />3. Client Obligations <br />a. The Client shall maintain, at Client's expense, a secure high-speed internet connection through which to <br />access its hosted Software. <br />b. The Client shall appoint a designated point of contact and two alternate points of contact for its interactions <br />with ESi. Client shall provide ESi with the name, job title, physical address, telephone number, facsimile <br />number and electronic mail address for each of the contact persons. Client shall keep such contact <br />information up-to-date and promptly notify ESi, in writing via electronic mail, of any changes. <br />Confidential and Proprietary <br />Indian River. ME USA.draft 9-10-24 Page 19 of 20 <br />
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