HomeMy WebLinkAboutContract 63538CSC No. 63538
CITY OF FORT WORTH
ASSIGNMENT
WHEREAS, the Metropolitan Area EMS Authority dba McdStar Mobile Healthcare ("Assignor")
and Paranet Solutions, LLC. ("Paranet") entered into a Master Services Agreement, dated effective
September 13, 2018, between Assignor and Paranet Solutions, LLC (the "Agreement");
WHEREAS, the Assignor is in the process of transitioning its EMS operations to the City of Fort
Worth ("Assignee");
WHEREAS, Assignor, Assignee, and Paranet have agreed to amend the Agreement as set forth
herein; and
WHEREAS, Assignor desires to assign, and Assignee desires to assume, the Agreement, as
amended (collectively, the "Contract"), with the consent of Paranet;
NOW, THEREFORE, Assignor, Assignee, and Paranet agree as follows:
I. AMENDMENT
The Agreement is hereby amended as follows:
Exhibit A "Quote #005002 has been added to the Agreement and is hereby attached.
All other terms of the Agreement remain in full force and effect.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page I of 5
II. ASSIGNMENT
Assignor hereby assigns to Assignee all of its rights, duties, and obligations under the
Contract, between Assignor and Paranet. Assignee agrees to assume and perform all duties and
obligations required of Assignor under the terms of the Contract, as amended.
This Assignment constitutes the entire agreement between Assignor and Assignee with
respect to the subject matter hereof. No modification of any provision of this Assignment shall be
effective unless in writing and signed by Assignor and Assignee. This Assignment shall inure to
the benefit of and be binding upon Assignor and Assignee and their respective successors and
assigns. This Assignment shall be governed by the laws of the State of Texas, without application
of principles of conflicts of law.
This Assignment may be executed in one or more counterparts each of which shall be
deemed an original but all of which together shall constitute one and the same instrument. Signed
signature pages may be transmitted by facsimile or a -mail, and any such signature shall have the
same legal effect as an original.
Dated the 3 day of —�S� &Y 2025.
Metropolitan Area EMS Authority dba MedStar
Mobile Healthcare
(Assignor)
By:
Print: Frank Gresh`"— r
Title: Interim Chief Executive Officer
Assignment Page 2 of 5
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City of Fort Worth (Assignee):
By: Dianna io�o(Jun 26,202513:18 CDT)
Name: Dianna Giordano
Title: Assistant City Manager
Date: 06/26/2025
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
By:
and reporting requirements.
Name: Kevin Gunn
Title: Director, IT Solutions
By: Steven Vandever(Jun 24, 202518:06 CDT)
Approved as to Form and Legality:
Name: Steven Vandever
Title: Sr. IT Solutions Manager
By:�
City Secretary: p F pops°nna
Name: Taylor Paris
,'°°°
Title: Assistant City Attorney
By:
Contract Authorization:
Name: Jannette Goodall
M&C: N/A
Title: City Secretary
Approval Date: N/A
Form 1295: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
NOTARY ACKNOWLEDGEMENT
On the 1- j day of --� o.) c5-- 2025, personally appeared
who acknowledged to me that (s)he is the Interim Chief Executive Officer
of Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor"), and that (s)he
executed this document for the purposes and consideration contained herein.
Metropolitan Area EMS Authority dba MedStar Mo 'le
Healthcare
By:
Print: Frank Gn sh
Title: Interim Chief Executive Officer
SUBSCRIBED TO before me on this 1.. Jh day of "'Sane , 2025.
MONICACRUZ
}* My Notary ID # 126�04818 = Notary Public in and for thy' State of-,Q�,Q. 5 Expires May 20, 0
28 -- - . My commission Expires: _Q u
J
Assignment Page 4 oF5
CONSENT TO ASSIGNMENT
Paranet Solutions, LLC hereby consents to the assignment of the Master Services
Agreement, dated effective on or about September 13, 20I8, as amended by the Amendment
executed concurrently herewith (collectively, the "Agreement"), between Paranet Solutions, LLC
and the Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor") to the
City of Fort Worth ("Assignee"). Paranet Solutions, LLC acknowledges and agrees that Assignee
shall assume all rights, duties, and obligations of Assignor under the Agreement, as amended,
provided that Assignee complies with all terms of the Agreement.
Paranet Solutions, LLC,
By:
Name: Jrm Crocco
Title: CEO
Date: 6-12-2025
Assignment Page 5 of5
y : efdsa-
A�
PARANET
Managed Services
includes Unlimited Phone Support & Unlimited Remote-Controi
Support During Standard Business Hours, Microsoft Password
and Account Reset, Peripheral Support, Anti -Virus and Anti-
Malware Software Administration, Drive Space Monitoring,
Microsoft Office 365 Support, Microsoft Workstation Patch
Management, and Authorized 3rd party applications Patch
Management including:
Third Party Applications: Adobe Reader f Apple iTunes j
Google Chrome I Oracle Java I PDF Creator 17-Zip I Mozilla
Firefox I Notepad++ j VLC Media Player
Server Support
PPN-MS-SRV Remote Virtual Server Support $199.00 62 $12,338.00
VS-01
Remote Virtual Server Support; Administration, Troubleshooting and
+F w
Support, 24x7x365 Monitoring and Alerts, Security Administration,
Software License Management, Advanced Server Optimization &
Mgmt., Anti -Virus and Anti-Malware Software Administration, Server
O/S Patch Management Does NOT cover: Hardware and Software
Product Costs, OS version updates, Business Application updates or
support, Hypervisor management or support
Network Support
PPN-MS-NET Vehicle Network Support $37.00 82 $3,034.00
VEH-01
� Support for managed networked vehicle. (per vehicle)
PPN-MS-NET Network Support $175.00 5 $875.00
LOC-01
Support for firewalls, switches, routers, access points. (per site
pP
a° )
Monthly Subtotal: $30,827.00
PARANET
Security - Authentication
Antivirus
PPN-MSEC- SentinelOne Complete $4.22 224 $945.28
SUB -Si -
COMPLETE
SentinelOne Endpoint Protection Platform (EPP) unifies
prevention, detection, response, remediation, and forensics in
a single platform driven by sophisticated machine learning
and intelligent automation. It enables businesses to prevent
and detect attacks across all major vectors, rapidly eliminate
threats with fully automated, policy -driven response
capabilities, and gain complete visibility into your endpoint
environment with full -context, real-time forensics.
DUO MFA
PPN-MSEC- Duo Multifactor Authentication $3.00 4 $12.00
SUB -DUO -ES
Duo Multifactor Authentication -Essentials
DNSFilter
PPN-MSEC- DNSFilter faro $3.30 85 $280.50
SUB-DNS1=-
PRO
"'rater Web -based content filtering.
Mimecast Email Security
PPN-MSEC- Email Security Monitoring and Compliance Management $500.00 1 $500.00
SRV EMAIL-
COMPLiANCE
-MGMT
Mimecast provides next -generation email security and compliance.
mimecast Protect from malware-based threats like malicious attachments or links
and malware-free threats like email fraud or credential phishing email$.
10 Year Data Retention
Monthly Subtotal: $1,737.78 I
PARANET
SimpleSecure XDR Service
HEIM
xs �- - 1 1, all o _
SimpleSecure360 XDR Platform
PPN-MSEC- SimpleSecure XDR Service -1 TB/Mo $4,530.84 1 $4,530.84
SS-XDR-1 TB
SS360 Extended Detection and Response (XDR) service. AI &
machine learning. SOAR. User and Entity Behavior Analysis
(UEBA). Includes Data Analyzer, Data Lake, 90-day Cold
Storage. Includes monthly vulnerability scanning. (up to 1
TB/month)
Monthly Subtotal: $4,530.84
Backup - Disaster Recovery
Veeam
PPN-BDR- Veeam Universal License $1.391 1111 $1,544.29
SUB-VEM-
VUL
Subscription to Veeam Backup & Replication; providing
backup, recovery and replication for critical workloads
including VMware, AWS, Microsoft Azure, Windows, Linux,
NAS, enterprise apps, and more
The prepaid amount for services to be rendered can be found below for the period from July 1, 2025 to December 31, 2025,
Monthly Subtotal: $1,544.29
Medstar - Prepay Managed Services 7-1-2025 to 12-31-2025
Preparers by:
Monthly Recurring Summary
Payment Options
Prepaid Managed Services
Prepayment Requirement
Parainet Solutions, LLC
Signature:
Name: Cam Reed
Title: Regional Sales Manager
Date: 06/04/2025
PARANET
Prepared for: Quote Information:
MedStar Mobile Healthcare Quote #: 006002
2900 Alta Mere Dr Version: 2
Fort Worth, TX 76116 Delivery Date: 06/04/2025
Pete Rizzo Expiration Date: 06/30/2025
(469) 613-0211
prizzo@medstar911.org
Monthly Total: $38,639.91
I 1 1 One -Time I $228,821.76
MedStar Mobile Healthcare
Signature:
Name: Pete Rizzo
Date:
MASTER SERVICES AGREEMENT No.002292
This Master Service Agreement and its attachments ('Agreement') is entered into by and between Paranet Solutlons, LLC. ('Parapet') and Med&tar Mobile Healthcare ('Client') to
be effective for all purposes as of the Effective Date set forth below. Paranet and Client are each sometimes referred to herein as a'Party' and collectively referred to as the
'Parties'.
WHEREAS, Client is in need of certain IT support services for its business and Paranet has informed Client that it has the skills, experience and expertise to provide the services
needed by Company.
NOW THEREFORE in consideration of the mutual covenants and premises contained herein and for other goods and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties hereto agree as follows:
Paranet agree to provide consulting, managed services, professional services and other services to Client (referred to collectively and individually herein, as the context requires,
as "services') under the terms and conditions of this Master Services Agreement. The precise scope of the services will be specified in statements of work ("SOW"). Example
SOW is provided in Attachment A and Attachment B. Each SOW will estimate timelines. This Master Services Agreement does not obligate either party to enter into any SOW.
All work and products created and provided by Paranet in connection with the provision of the Services, including design, technical documentation, reports, are considered work
product and work made for hire and Client shall hold all intellectual, industrial or proprietary property rights thereto and Paranet waives all moral rights to the Work Products
and assigns and conveys any such rights it may hold in the Work Product to Client.
Client may, during the course of this Agreement, request additional services to be provided by Paranet and if agreed to by Parties, such additional services shall be set for in a
SOW when appropriate, and when executed by the Parties shall become part of, incorporated by reference into and performed in accordance with the terms of this Master
Services Agreement. Due to the nature of our work, some additional services will be billed at an hourly rate. These services should be limited in scope and unplanned. in general,
planned work will be outlined and approved in a SOW. However, unplanned worked requested by Client will be invoiced in accordance with this Agreement.
i �E F • Sit .i y ' i .,(• -'.Pi. :i�'1 try. 4 f:vy"
(fl �� t$ >. 'v„ ,{ e f ..t9,i's '`4L ?'V7e i`�'i.`t`':7•"`.'�'ii"`z'<`,�', �','i`if;:`�t.. .1 The Term of this Agreement and the Services to be provided under the Statement of Work will begin on the Effective Date and continue for three (3) years. At the end of the
initial contract term, this Agreement will auto renew for successive one (1) year periods unless terminated by Client or Paranet with no less than ninety (90) days written notice
after the initial three (3) year term has completed.
If Paranet has entered into third party Agreements on client's behalf, a ninety (90) day written notice may not be applicable for these third -party contracts or MSA. Paranet shall
provide a list of third party services, as applicable, with expiration dates applicable to such third -party services on request. Examples of these third -party services are, but not
limited to: backup and DR services, security services, software and other Iaa$/SaaS vendors. Paranet will continue to invoice these items to client until the duration of their
respective third party contract or MSA has expired. Client agrees to pay these fees in accordance with the Fees and Payment Terms section of this Master Services Agreement.
Client may continue these services after the third -party contract or MSA expirations or is terminated directly with the third party. However, during the duration of this all third
parties are required by contract to protect our client relationships and may be prohibited by contract to provide services directly to Client until all associated contracts or MSA
have expired or terminated.
This Agreement can be terminated by Client at any time, for any reason upon ninety (90) days written notice to Paranet. Prior to the termination notice taking effect, Client shall
pay to Paranet all outstanding balances immediately for all work perviously invoiced and all work completed up to the date of the termination letter. In the event Client
terminates this Agreement under this paragraph for reasons other than 'for Cause' (Le. as a result of Paranet's failure to perform its obligations hereunder, an early termination
fee will be immediately due upon the effective date, equal to two (2) months of the current monthly fees in addition to any amounts then outstanding for services provided
under approved SOW completed up to the date of termination.
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�a:'%�..�I,��,�is''u`�,>Mazai��r�+�c�,:>.��.,�3�wuhv¢„�,.izY.r��,:Mrsi kxanr,.&.���aa1`3�Yd�R4�,.£7:s:,.v:rn,�,il=w+,,,.."s5�'�•a'rs.;:xf��"�,Ciu):�3»„<,ntu a�.a�.%,��`.�s<:.r.5xw„?,.>5.�.:,.>r„>�f�«`�,-.u. ��t.f , Gigikt�,.. > a.,,.. .'S;�.��.5.v,'¢,z„d�, ,: rmi;�,
For the Services to be provided by Paranet, as set forth in the SOW(s), the Client will pay the fees and charges listed in the SOW. The prices listed in the SOW will remain in effect
during the Term of the SOW.
All Invoices are due with net thirty (30) days for receipt of invoice terms.
Paranet shall submit an invoice to Client on a monthly basis. The invoices will include detailing all SOW work, as well as the Paranet personnel used, billing rate, hours, and other
reasonable information that Client may request.
Charges for all Managed Service work outlined in an SOW will be billed one (1) month in advance.
Any nut -of -scope charges and expenses, such as hardware or software needs, travel expenses, out -of- scope Services, must be approved in writing in advance by Client, and will
be billed on a monthly basis.
Any payment not received within thirty (30) days after the date of receipt of the invoice by Client will accrue a service charge at a rate of one and one-half (1.5%) per month, or
the highest rate allowed by applicable law, whichever is lower. if Client fails to make timely payments, Paranet shall notify client in wanting to cure such payment, if client fails to
remit payment within 15 days of written notice, Paranet shall have the right to terminate this Agreement upon 30-day prior written notice to the Client or require other
assurances to secure Client's payment obligations hereunder.
Client will be responsible for, and will pay in full, all associated federal, state, and local, sales, use, excise, gross receipts, and similar taxes, and all fees now in force or enacted in
PARI''!I E i Page of 6
MASTER SERVICES AGREEMENT No.002292
the future that are imposed solely with respect to the products and Services provided under this Agreement and each approved Sow ('Taxes'). This excludes all taxes, charges
and fees imposed on or based on Paranet's revenue, payroll, benefits or income or any other tax not directly related to the provision or goods or services for the benefit of
client. To the extent that the Client claims their business Is exempt, Client shall furnish Paranet proper exemption certificate as required by statute or regulation by the
jurisdiction providing the tax exemption. No exemption will be allowed to Client unless and until a valid certificate is provided.
......................................._.._.._...,,.«»...........»....,�,,.,,..,�«r�,rrwT�,�.v.».,.w.ay..vua,�:�<u..:�asav'ze�.a..�:u.�s�T,SttS
Both Client and Paranet agree to adhere to all Non -Disclosure Agreements (NDA) already executed. Nothing in this Agreement nor any other signed document, including but not
limited to all associated executed SOW, is intended to replace the executed NDA. Where any possible conflict may arise between the executed documents the stranger legal
bond will be deemed enforceable by both parties.
Both Parties also agree that all NDA are intended to be mutual and that both Client and Paranet will be held to the same standards.
Client acknowledges that Paranet has certa€n general knowledge and skills which maybe used in performing the Services and that Paranet will continue to develop and acquire
knowledge and skills and Is not prohibited from utilizing any skills or knowledge of a general nature that have been developed by it including those developed during the course
of providing the Services, provided that it is derived from information publicly known or that could reasonably be developed providing services for other and is not based on and
does not utilize Client Confidential Information or technology. Notwithstanding the foregoing, any intellectual property developed for or during the provision of client services
shall at all times be and remain the property of the client.
If, during the course of providing the Services, it is necessary for Paranet to use any Paranet proprietary technology, Paranet shall inform Client in advance and shall grant to
Client a nonexclusive, non- transferable, royalty —free license, during the term of this Agreement, to use the Paranet proprietary technology solely for the purpose of using the
Services(s). Client shall have no right to use such Paranet technology for any purpose other than using the Service(s). Paranet also reserves the right to pass along any reasonably
incurred costs.
Paranet acknowledges that in the course of performing the Services(s), it will be necessary for Paranet to access Client equipment and Client Confidential Information and Client
developed technology and it agrees to be bound by the restrictions and obligations stated in this Agreement and any Non -Disclosure Agreements ("NDA") executed prior or
during the duration of this Agreement. Paranet will be permitted to have access to and to use such Client Confidential Information and Client developed technology solely for
the purposes of providing and delivering Services) to Client. Paranet will have no right to use the Client developed technology for any purpose other than providing the
Service(s) hereunder.
It is not intended or anticipated that Paranet will create or develop any new technology in the course of providing the Services. To the extent that Paranet or its employees or
contractors directly or in participation with Client, create or develop new technology using Client Confidential Information or technology, such new technology ("New
Technology") shall belong solely to Client. Paranet, on behalf of itself and its employees and contractors, hereby assigns to Client all right, title and interest, including all
intellectual property rights, in the New Technology.
Client is the owner of the equipment to be used in connection with providing the Services hereunder. If any hardware or hardware components necessary for delivery of Services
are provided by Paranet, Paranet shall inform Client, and Paranet hereby grants Client the limited right to use that hardware for the term of this Agreement solely in accordance
with the terms and conditions set forth herein. Nothing contained herein, nor any actions or inactions of Paranet or Client, shall be construed to grant Client any right, title,
interest, or physical access to such Paranet-owned hardware.
Client represents and warrants that it has the legal right dauthority, and wil€ continue to own or maintain the legal right and authority, during the term of this Agreement, Co
place and use any Client equipment as contemplated underthis Agreement
Client agrees that it will use the Services(s) only for lawful purposes and otherwise in accordance with this Agreement. Client acknowledges that Paranet exercises no control
whatsoever over the content of the information passing through the Client's site(s) and networks and that it is the sole responsibility of the Client to ensure that the information
it and its users transmit and receive complies with all applicable laws and regulations.
Paranet shall at all times bean Independent Contractor during the provision of services under this Agreement and all SOWs. Paranet agrees that it will maintain and be solely
responsible for ensuring that its agents (including contractors and subcontractors) maintain insurance coverage at levels no less than (€) commercial general liability insurance in
the amount of not less than one million dollars ($1,000,000.00) per occurrence for bodily injury and property damage and one million dollars ($1,000,000m) general aggregate,
and (ii) worker's compensation insurance with benefits afforded under the laws of the state in which the Services are provided and employers liability insurance with minimum
limits of one hundred thousand dollars ($100,000.00) for bodily injury— each accident, five hundred thousand dollars ($500,000.00) for bodily injury by disease — policy limits,
and one hundred thousand dollars ($100,000,00) for bodily injury or disease — each employee.
Paranet also acknowledges that it will not be permitted access to Client facility without a Client representative. Paranet shall procure and maintain throughout the term of this
Agreement, at its sole cost and expense, policies of insurance necessary and appropriate to insure the Client and its employees and personnel against any claim or claims for
damages arising in connection with the performance of any Services by Paranet under this Agreement.
Each policy shall be in such amount and be underwritten by such companies as may be reasonably acceptable to Client and as customary and available in the market. Such
policies shall include, without limitation, coverage for errors and omissions, public liability and property damage (including infringement of intellectual property), casualty losses,
and such other coverage as Client reasonably deems necessary. All policies acquired by Paranet shall, to the extent possible and appropriate, name Client as an additional
insured. Paranet shall deliver to the Client copies of the required insurance policies and certificates of insurance as and when requested to do so.
F P°ARANET
�� � Page 3 of 6
MASTER SERVICES AGREEMENT No.002292
Paranet warrants that the Services provided hereunder will be performed in a competent and professional manner by persons with appropriate skill and experience in
accordance with applicable professional and industry standards. Paranet warrants that the Services provided under this Agreement shall substantially perform the functions and
task described in all SOW.
Paranet agrees to indemnify, defend and hold the Client, its officers, directors, shareholders, employees and agents harmless for any losses or damage (including reasonable
attorney's fees), including its duties and obligations under this Agreement and as an Independent Contractor, for any loss or damages incurred resulting from the intentional
misconduct or gross negligence of Client. Nothing in this provision is intended to waive any other defense or any governmental or official immunity afforded by law to the
client.
To the extent permitted by law, Client will indemnify and defend Paranet, its directors, officers, employees and agents from and against any losses or damage (including
reasonable attorneys' fees) arising from Client's breach of this Agreement, including its duties and obligations under this Agreement, and any loss or damage resulting from the
Intentional misconduct or gross negligence of Client. Nothing in this provision is intended to waive any other defense or any governmental or official immunity afforded by law
to the Client.
Paranet may rely on any reasonable information provided by Client or its Agents (including contractors and subcontractors) and assumes no liability for any damages or costs
that result from errors or omissions in such information.
Paranet represents and warrants that it is not presently, nor will it subsequently become during the term of this Agreement, a party to any Agreement or arrangement, whether
oral or written, which would constitute a conflict of interest with this Agreement or would prevent it from carrying out its obligations to Client under this Agreement.
This Agreement is a services Agreement. Paranet is an Independent Contractor, and neither Paranet nor its employees are employees or agents of Client. Nothing in this
Agreement creates, or will be construed as in any way creating, a partnership orjoint venture between the Parties. Nothing in this Agreement places, or will be construed as in
anyway of placing, either party in the position of agent of the other party. Neither party will have the power to bind the other party or to contract in the name of or create any
liability against the other party in anyway for any purpose. Neither party will be responsible for the acts or defaults of the other party or of those for whom the other party is in
law responsible.
The parties specifically disclaim the United Nations Convention on Contracts for International Sale of Goods and the Uniform Computer Information Transactions Act. This
Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and any action brought with respect to this Agreement shall be commenced
and maintained only in Dallas County, Texas. Each of the parties hereto consents to the in -person jurisdiction of any state or federal court in Dallas County, Texas and waives any
objection to the venue of any such suit, action or proceeding in such courts. The Parties agree that this Agreement is deemed to be performed in whole or in part in Dallas
County, Texas. The prevailing party in any action or proceeding brought under this Agreement shall be entitled to the award of reasonable attorneys' fees and costs.
Each Party agrees that during this Agreement and for a period of one (1) year following the termination of this Agreement, it will not, directly or indirectly, through another
person, firm, association, corporation or other entity with which it is now or may hereafter become associated: (a)request, advise, induce or attempt to induce any client,
supplier, licensee or other business relation of the other Party (each, a "Client") to withdraw, curtail, cancel or otherwise cease such Client's business with a Party and its
Affiliates or in any way interfere with the relationship between any such Client and a Party and its Affiliates; (b)disclose to any other person, firm, corporation or other entity, the
name or address of any Client of a Party and any of its Affiliates; or (c)solicit for employment or employ any person who is or was employed by a Parry and any of its Affiliates at
any time within the one (1) year period immediately preceding such solicitation or contract, or in any way willfully interfere with the relationship between a Party and its
Affiliates and any such person. If Client does hire such employee or ex -employee within the (1) year period, Client agrees Paranet has been damaged, and Client agrees to pay
Paranet one (1) times their annual salary in liquidated damages. This payment is due immediately.
Paranet may not assign this Agreement including its rights and obligations thereto without the prior written consent of Client.
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f A ' a ,<>.Y:' , 1 t'.}�. ,e Y •,,L'<. .).1.,,1 , i` 3 , ejiia
�?� y � '•� »..1�: r, ti..� i E� .i. .t.='a '.r, i;,�t;s .z}:z,'; `>''?�y.¢,.,z, "?a-. �iE�:
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h e�,
..b��;1;,,, Any provision of this Agreement which by its nature extends beyond the duration of the services provided hereunder or which is required to ensure that the parties fully exercise
their rights and their obligations hereunder will survive the expiry or termination of this Agreement.
The parties acknowledge and agree that it would be difficult to compute the monetary loss to the other party arising from a breach or threatened breach of the terms of this
Agreement (including the breach of confidentiality obligations) by the other Party and that, accordingly, either Party will be entitled to specific performance, injunctive or other
equitable relief in addition to or instead of monetary damages.
PARANET
Page 4of6
MASTER SERVICES AGREEMENT No,002292
Any notice or other communication hereunder shall be In writing addressed to the other party at the addresses noted below and will be deemed to have been duly given if (I) td
delivered personally (including delivery by courier services), (ii) twenty- four (24) hours after delivery to a service for next day delivery, (iii) three (3) days after being mailed by
first-class mail, postage prepaid to the respective addresses of the parties or (iv) twenty-four (24) hours after delivery of email or fax. The address for notice maybe changed by
giving written notice in accordance with this Section.
Paranet Solutions, LLC
Attn: Accounting
Parapet Solutions, LLC
5001 Spring Valley Road Suite 1050W
800 E. Campbell Rd., Suite 295 Dallas, TX 75244
Richardson, TX 75081
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If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability AI affect only that provision and will not make any
other provision of this Agreement invalid or unenforceable and such provision shall be modified, amended or limited only to the extent necessary to render it valid and
enforceable.
This Master Services Agreement sets forth the entire understanding of the Parties and supersedes any and all prior Agreements, anunderstanding
reements, d
g relating ingto
the subject matter hereof. No modifications or subsequent Agreements concerning the subject matter of this Agreement will be effective unless made in writing and signed by
the parties. Paranet will not be bound by any electronic or pre-printed terms additional to, or different from, those in this Agreement that may appear in Client's form
documents, orders, acknowledgements or other communications. All contractual language presented in SOW will not over ride anything stated in this Master Services
Agreement. If modifications need to be made to contractual terms signed amendments are required.
PARANET ` Page 5 of 6
MASTER SERVICES AGREEMENT Noa002292
Prepared for: Prepared by:
MedStar Mobile Healthcare
Paranet Solutions, LLC
2900 Alta Mere Dr
Brad Todd
Fort Worth, TX 76116
214-623-5207
Pete Rizzo
Fax 214-623-5300
prizzo@medstar911.org
bradley.todd@paranet.com
18179233700
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MedStar Mobile Healthcare Paranet Solutions, LLC
, r4A
Date: y► ��`�� Date: August 31, 2018
Name; 12 game: Brad Todd
Principal Solutions Architect, Business
Title: rTitle: Development
,��PARANET Page 6 of 6
� � � j
Managed Services Agreement No.002227
The following services will be provided by Paranet to Med5tar Mobile Healthcare in conjunction with the Master Services Agreement:
• CyberSecurity Management
Our Approach:
• Proactive planning to ensure technology capabilities are in line with current and future business needs
• Regular updates containing information regarding risks, action items, environmental issues, and other critical data relevant to your organization
• Host recurring meetings with account sponsors and key contacts
Cyber Security Management (M5SP) includes the following:
AiienVault USM SIEM Solution
Detecting threats quickly is a critical component of infrastructure security. The )onger a bad actor is inside an environment, the larger the risk to the organization. By identifying
and reporting threats expeditiously we will aid organizations in responding to threats, enabling them to quantifiably mitigate damage. A baseline level of security maturity,
including a well developed incident response plan and capability, is ideal for customers utilizing this core service.
• Lag Storage (Storage to be provided by MedStar)
• Cog Retention (Storage to be provided by MedStar)
• Cog Search
• Intrusion Detection
• Vulnerability Ad -hoc Scanning
• Vulnerability Recurring Scanning
• Risk Trending
• Monitoring and Alerts from SIEM Solution
* 24/7 Monitoring and Alerts for High and Critical Events
* Event Correlation
O Incident Review and Validation
* Incident Escalation
• Standard Reporting
• Remedlation Proposals and Advisory
• Remediation Validation
Cylance Protect —Artificial Intelligence Endpoint Security
Securing endpoints inside of corporate environments is more important today than ever before. Organized malware authors actively attempt to extort and disrupt businesses
for personal gain. Cylance prevents known and unknown harmful software from running on endpoints, protecting end users From themselves as they interact with riles from the
web and email. our security experts will help validate threats and escalate as appropriate for remediation.
• Agent Installation Assistance
• Escalation
• Detection Response
• Detection Revlew/Vatidation
• Management
0 Ad -hoc Exception Additions
Updates
• Standard Reporting
• Remediation Proposals and Advisory
• Remediation Validation
DA
Page 2 Of 7
Managed Services Agreement No.002227
Annual Penetration Testing
Paranet's Penetration Testing Services team will simulate a real -world attack on your networks, applications, devices, and/or People to demonstrate the security level of your
key systems and infrastructure and show you what it will take to strengthen it.
• Penetration Testing of up to 5 Public IP Addresses
• Remediation Proposals and Advisory
• Rernediation Validation
PAPANET Page 3 of 7
Managed Services Agreement No.002227
Not all events, incidents, or requests are covered as part of the Managed Services Agreement, in those instances, we wil.i prepare a specific quote for customer's approval prior
to proceeding. The list below reflects examples of the types of activities that will be considered billable under separate agreement:
Desktop Support Events
• Deploying a new system (including new operating system load and productivity applications)
• Migration or installation of a new major version of the desktop operating system or a new third party application on existing managed services systems
• Installation of a new device attached to an existing PC including hardware and software
• Support for any type of non -company owned equipment such as a home system or network
• Excessive support for 3rd party and proprietary software, applications, or databases due to conflicts with current operating systems
• Excessive issues and equipment rebuild due to issues created by a user with local administrative rights
• Viruses introduced via instant message, email, or any other unpreventable infections
Server Support Events
• New server deployment (physical or virtual) which includes a new operating system load and productivity applications installation
• Complete system rebuilds far servers due to failure of client owned hardware
• Excessive support for 3rd party and proprietary software, applications, or databases due to conflicts with current operating systems
• Migration or installation of a new major version of the server operating system or third party application on existing managed services systems
• installation of a new device attached to an existing PC including hardware and software
• Implementation or migration of new network storage (SAN, NF5)
• Implementation of new network printer or scanner
• Extensive file and folder permission revisions
• Implementation of new backup or disaster recovery services
Network Support Events
• Deploying new network equipment iswitches, routers, firewalls, security appliances) within an existing location
• Implementation of a new Internet service provider connection at an existing location
• Onsite support at remote or corporate locations
• Large scale implementation of hardware and/or software across a managed services location or implementation of a new location would be scoped and handled as a
project event.
• Redesign of network (WAN/LAN topology)
Cyber Security Management
• Incident Containment
• Incident Remediation
• Legal Council
• Advanced Payload Assistance
• System Reconfiguration
• Custom Reporting
• Vulnerability Remediation
• Forensics Assistance
General Support Events
• New infrastructure assessments
• NIPAA or Cyber security consulting
• Onsite support at remote or corporate locations
�� IFMR ""►1 VET Page 4 of 7
Managed Services Agreement Na.002227
Time and Material Rates
i CIO / CISO Consulting: $225/hr HIPAA Compliance Officer: $225/hr Network or Systems Engineer: $150/hr
Sr. CyberSecurity Specialist 5225/hr Sr. Network or Systems Engineer: $180/hr Service Delivery Manager: $180/hr
Paranet Procured New Desktop/Laptop Build Fee: $250 Externally Procured New Desktop/Laptop Build Fee: $450 Project Manager. $180/hr
After Hours Time and Material Rates
If an out of scope event or additional service is required by the customer, to be performed outside our standard business hours, the customer agrees to pay for the convenience
according to the multipliers to our billing rates noted below:
1.5X Multiplier After Hours (Monday - Friday) I 2.OX Multiplier After Hours (Saturday -Sunday)
PARANET
Page 5 of 7
Managed Services Agreement No.002227
Quote Information:
Quote #: 00222.7
Version: 1.
Delivery Bate: 08/08/2018
Expiration Date: 10/01/2018
Prepared for:
MedStar Mobile Healthcare
2900 Alta Mere Dr
Fort worth, TX 76116
Pete Rizzo
prizzo@medstar911.org
18179233700
Prepared by:
Paranet Solutions, LLC
Brad Todd
214-623-5207
Fax 214-623-5300
bradleytodd@paranet.com
Base Agreement Pricing
The counts below are trued up on a monthly basis by the service delivery manager assigned to your account.
s ,.,•:ter,:;,., >.,.,�..... .,<.:;<..::::..........„ .:.;,,::•,;,^;,�';;;;e.;::;:.;;
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a-.:�,.,.,.,.:ExS[,........:.v,s.,=rx...:.d,u.-w:,:rr Y-.wae,tM,<xa;. .3:at.<ax:xx.sw3o.a.LEi✓.,Yv:W.._ • ,•,..•, ,:` ..':'>';'.�>, j ..t-:'�
1 CyberSecurity Management (STEM / AV Mgmt & Monitoring) $800.00 $800 00
450 Cylance Next -Gen AntiMalware $4 22 $1 899 00
1 PenTest x5 IP ($5k amortized) $417-00 $417.00
Note: Penetration test to be scheduled between month 10-12 of agreement, annualry
Monthly Subtotal: $3,116.00
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_€ . 3. ,.� k< . ��' . � . � f �;� . $ 7, f.:1 v4. .Y. •.L==,,, 4i . � r;�'''%1':• t . Y.' � , zf,E:>. •ititi`• . E=>' � �z's � �
~w�taYa,s.. w " ... .., >,- ., ;;,t <?., <.'(`F .s: , ;"r ...tt v,�" �.< E. ,., .., ,,,. :E < 1 ,. <.C3 f>.;'.>?;.., t$•:1,::'„ .,l"I:{ �E`,y'., <...i �,4. .$.'y �.I....� < isgs
d�5zls��au„�'u3.._,,.w�,stYuvdfi�.f5..ct,.E#ti.,.:,�.,s�?..�Itrt3twlft.r.,.Liss.,F.,,:,a,u:�m,�.wu,...'�'na,.,z.Eb'3:.a,:�,,zP.»f.,�.�,?.:„•;:?;��iaa;S�.s �`�s,,>°bap�.,.�,,.,�. �- j >k:k, r.,>,. t
•=+ts i;�,.�*w'�iuzii:�MWatsv....,aR..�c...,,..,....>.,,ti,.:awu,,,=.,_<»r,u,�za3CT.iu.E.,>-,r;%36�3�3irna.,.,�.<»,,,,.f
45 Cylance and AlienVault Implementation � t $180,00 $8,100.Oo
Subtotal:
$8,100.00
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.'€-,.J ,1•.. 4r. s.,«. •r ,. v„E,• <.t ..:,.Z ,.. ..,i: .r,..,,.,.,Y,.,. ., .., .3., %2it 't;t:.
li fir;
.Zw,�, '�-, � 4s,.z.*a..a»nw,b:zv.,,..,<L..,.,.�aL.,w.,.!x.,:5�.::LJ.a,a.u.,....5v.,nr..r..wl.tii-i-a\Musa?ri.!w'.iss.uau.u:..,w2u'»ia:'+s:•'»..._.wtz:una..,..ar,.,..�<I':i.u> ma,... ., i �.I One -Time Total $8,100.00
Monthly Total
Taxes, shipping, handling and other fees may apply, We reserve the right to cancel orders arising from pricing or other errors.
All invoices are due with net fifteen (15) day for receipt of invoice terms.
PARANET
$3,116.00
Page 6 of 7
Managed Services Agreement No.002227
*Not Applicable
'Not Applicable
*Not Applicable
Paranet Solutions, LLC
Signature; '
rf
Name: Bradley Todd
Principal Solutions Architect, Business
Title: Development
Date: 08/08/2018
MedStar Mobile Healthcare
Signature:
Name: —Pr�Ci�rs�
Title:
Date: �J�3
PARANET
' Page 7 of 7