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Contract 64149
www.FirstWatch.net 2035 Corte del Nogal, Suite 101 • Carlsbad, CA 92011 • Phone 760.943.9123 • Fax 760-942-8329 FIRSTWATCH SOLUTIONS, INC. SOFTWARE LICENSE AGREEMENT 1. Parties; Effective Date.This Software License Agreement (“Agreement”) is between FirstWatch Solutions, Inc., 2035 Corte del Nogal, Suite 101, Carlsbad, California 92011 (“FirstWatch”) and the undersigned software user (“Client” or “Agency”). This Agreement is effective as of _________________ (“Effective Date”). 2. Purpose of Agreement. FirstWatch is a provider of data monitoring and biosurveillance software and related services to organizations and agencies in the fields of public health and public safety. Client desires a license to use the FirstWatch software identified on Schedule A (“Software”) according to the terms of this Agreement. 3.Grant of License. FirstWatch grants Client a license to load and execute the Software on a computer located at the Site identified on Schedule A for use by its employees and staff in connection with its syndromic surveillance system. Client may make backup and archival copies of the Software. 4.License Term; Maintenance Services. The term of the Software license is perpetual. However, Client shall be entitled to Software updates, upgrades, enhancements, new versions, bug fixes, other improvements to the Software and access to the FirstWatch Subscriber Site, and to technical assistance relating to the Software, for the term(s) described in Schedule A of this Software License Agreement and with payment in full for the maintenance portion of the agreement. The term of Software Maintenance and Support commences upon the date of Software Acceptance. 5.FirstWatch Intellectual Property Rights. The license is nontransferable and nonassignable without the prior, written permission of FirstWatch. Client may not modify, enhance, or create derivative works, decompile, disassemble, or reverse engineer the Software, or make copies other than as authorized in Section 3. All rights not licensed are reserved to FirstWatch and no rights may be implied. FirstWatch retains all intellectual property rights in the Software, and Client agrees to implement software protection measures designed to prevent unauthorized use and copying of the Software. 6.Delivery, Installation, and Testing. Client is responsible for acquiring all hardware, equipment, and other software; for preparing the site (including physical and electrical requirements); for properly configuring the computing environment on which the Software will reside, and for installing the Software in accordance with Schedule A and any other requirements provided by FirstWatch in writing. Client shall test the Software within ten (10) days after FirstWatch has enabled Client’s access to the Software. 7.Acceptance. The Software is Accepted upon the earlier of when (a) Client determines that the Software performs in accordance with the criteria set forth in the Acceptance Test Plan (“ATP”), set forth in Schedule C, or (b) the Software has been installed for thirty (30) days and Client has not advised FirstWatch that the Software fails to materially conform to the ATP. If the Software does not so perform for reasons inherent in the Software (and not, for example, third party hardware, software, equipment, or system configuration), FirstWatch will promptly replace the Software with materially conforming Software. Client shall test the revised Software and, unless the parties agree otherwise, Client may either (1) Accept the Software as conforming, (2) Accept the Software AS IS, or (3) reject the Software. If Client rejects the Software, it shall delete the Software from its computing system, shall certify in writing such deletion, and FirstWatch shall refund all Software license fees paid by Client. Client shall have thirty (30) days after initial delivery to finally Accept or reject the Software. The foregoing is the sole remedy available in the event of nonconforming Software. 8.Client Satisfaction.FirstWatch desires that Client is fully satisfied with the Software and Services. If, within ninety (90) days after acceptance, for any reason, Client is not satisfied with the Software, Client may elect to return the Software and receive a full refund of all Software license fees paid to FirstWatch. 9. Fees and Payments. Client shall pay all fees according to the terms of Schedule A, and to pay a late fee of one and a half percent (1.5%) interest per month on all overdue amounts for any fees due and payable under the Agreement. Client shall pay for all travel-related expenses (e.g.,ground transportation, accommodations, food) incurred by FirstWatch at the request of Client and approved by Client in writing, for Software-related services such as on-site installation, training, customization, integration, support, and maintenance. Such additional services will be pursuant to a separate written agreement. Client is responsible for payment of all sales and/or use taxes arising out of its use of the Software. 10.Limited Warranties; Exclusions.FirstWatch warrants that during the Acceptance testing period, and while Client is receiving covered Maintenance Services per section 4 of this Agreement, the Software will perform in substantial conformance with the ATP, provided that the Software has been used as specified by FirstWatch. FirstWatch will use its best efforts to correct any material nonconformance within ten (10) business days after receipt of written notice of such 2 nonconformance and Client’s provision of any data, output, or other documentation or description of the nonconformance. The limited software warranty applies only to Software used in accordance with the Agreement and does not apply if the Software media or Software code has been subject to accident, misuse, or modification by a party other than FirstWatch or as authorized by FirstWatch. FirstWatch does not warrant that the functions contained in the Software will meet Client’s specific needs, industry requirements, be error-free, or operate without interruption. The remedies in this Section 10 are the sole and exclusive remedies provided by FirstWatch relating to the Software. THESE LIMITED WARRANTIES ARE IN LIEU OF, AND CLIENT HEREBY WAIVES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.Limitation of Liability. Neither party shall be liable for indirect, incidental, consequential, special, punitive or exemplary damages, or for lost profits or business interruption losses, in connection with the Software or this Agreement, regardless of whether it has been made aware of their possibility. Other than amounts due to a party pursuant to Sections 9 or 13, or the breach of Sections 4, 5, or 14, in no event shall either party be liable to the other, under any theory of recovery, including contract, negligence, strict liability, warranty or products liability, in an amount in excess of the amount Client paid to FirstWatch for products and services. Any claims relating to this Agreement shall be brought within two (2) years after the occurrence of the event giving rise to the cause of action. 12.Termination. Either party may terminate this Agreement if there is a material breach by either party that is not cured within thirty (30) days after receipt of written notice of such breach. Upon termination of this Agreement, Client shall promptly discontinue using the Software and return to FirstWatch, or certify in writing, the destruction of all Software, Documentation, and FirstWatch training materials. 13.Indemnification. FirstWatch agrees to defend, and hereby indemnifies, Client, from all damages, losses, fees, and expenses awarded by a court of competent jurisdiction, or reached through a settlement, arising out of Client’s use of the Software or Documentation when such claim is based upon a third party claim that the Software infringes a U.S. patent, trademark, copyright or trade secret; provided that (a) Client promptly notifies FirstWatch in writing of such claim; (b) FirstWatch has sole control over the investigation, litigation and negotiation of such claim; (c) Client is current in its payments and in compliance with its obligations under this Agreement; and (d) Client reasonably cooperate, at the expense of FirstWatch, in the defense or settlement of such claim. This indemnification applies only to the Software delivered by FirstWatch and shall not apply if the Software has been modified by party other than FirstWatch, or if the Software has been combined with (or used in connection with) other products and used as a part of an infringing process or method which, but for the combination, would not infringe the intellectual property rights of such third party. If the Software becomes, or in the opinion of FirstWatch is likely to become, the subject of such a claim, then FirstWatch may either (a) procure (at its expense) Client’s right to continue using the Software, or (b) replace or modify the Software to avoid the claim of infringement. If neither of the foregoing alternatives is reasonably available to FirstWatch, then FirstWatch may terminate this license and refund to Client the license fees paid for the Software on a straight-line three-year depreciation basis. This agreement states the entire liability of FirstWatch with respect to third party claims of intellectual property infringement. 14.Confidentiality. FirstWatch and Client may have access to information that the other considers to be confidential, private, or a trade secret. This information may include, but is not limited to, patient or other data, the Software, technical know-how, technical specifications, software code, manners of conducting business and operations, strategic business plans, systems, results of testing, financial information, and third-party information (“Information”). Each party shall use the other’s Information only to perform its obligations under, and for the purposes of, the Agreement. Neither party shall use the Information of the other for the benefit of a third party. Each party shall maintain the confidentiality of all Information in the same manner in which it protects its own information of like kind, but in no event shall either party take less than reasonable precautions to prevent the unauthorized disclosure or use of the Information. Upon termination of the Agreement, or upon a party’s request, each party shall return to the other all Information of the other in its possession. All provisions of the Agreement relating to confidentiality, ownership, and limitations of liability shall survive the termination of the Agreement. 15.Ownership of Data. The parties acknowledge and agree that all Client data (“Data”), is and shall remain the exclusive property of Client. FirstWatch acknowledges that in performing its obligations under the Agreement it may have access to Client networks and Data. FirstWatch will use and access such Data only as necessary for the purpose of providing the services and supporting the Software as agreed. 16.HIPAA. With respect to any protected health information (“PHI”) and to the extent FirstWatch is subject to the provisions of the Health Insurance Portability and Accountability Act as a Business Associate, FirstWatch shall (a) not use or disclose PHI other than as permitted or required by any agreement between FirstWatch and Client, or as required by law, 3 (b) use appropriate safeguards to prevent use or disclosure of the PHI, (c) report to Client any unauthorized use or disclosure of the PHI of which it becomes aware, (d) ensure that any agent or subcontractor that accesses PHI in order to assist FirstWatch in providing the Services will be bound by the provisions of this Section, (e) reasonably cooperate with Client to make its internal practices, books, and records, including policies and procedures relating to the use and disclosure of PHI available to a governmental agency in the event a governmental agency requests such information, (f) document all its disclosures of PHI and information related to such disclosures, and notify Client of such disclosures, (g) return or destroy all PHI upon termination of the Services under this Agreement. If the parties enter into a separate agreement regarding the use of protected health information, the terms of that separate agreement shall take precedence and control over the terms of this Section 16. 17.Cooperative Purchasing. If agreed to by Client and FirstWatch, another public body may utilize this contract. FirstWatch shall deal directly with any public body authorized to use the contract. Client, its officials and staff are not responsible for placement of orders, invoicing, payments, contractual disputes, or any other transactions between FirstWatch and any other public bodies, and in no event shall Client, its officials or staff be responsible for any costs, damages or injury resulting to any party from use of a Client Contract. Client assumes no responsibility for any notification of the availability of the contract for use by other public bodies, but FirstWatch may conduct such notification. 18.General. All required communications shall be in writing and addressed to the recipient party at its address set forth in this Agreement, addressed to the person who signed the Agreement on behalf of such party, or to such address and person as may be designated by such party in writing. All communications are deemed given when hand-delivered; or if mailed, by registered mail with verification of receipt, upon date of mailing; or if by electronic mail or facsimile, when received (with verification of transmission sent promptly to the receiving party along with a hard copy of the communication). Any part of the Agreement held to be invalid or unenforceable, shall be revised so as to make it valid and enforceable, consistent with the intent of the parties expressed in that provision. All other provisions of the Agreement will remain in full force and effect. The remedies accorded FirstWatch are cumulative and in addition to those provided by law. The Agreement, all Schedules (A-C), and any amendments thereto constitute the entire understanding of the parties with respect to the subject matter of the Agreement and replaces all prior and contemporaneous written and oral communications, promises, or understandings. The Agreement shall be governed by the laws of the State of Texas and may be amended only by a writing signed on behalf of both parties. Electronic mail shall not be deemed to constitute a signed writing for purposes of this modification provision unless expressly identified as an amendment. No waiver of any right or remedy will be effective unless given in writing and signed on behalf of the party making such waiver. No purchase order or other administrative document will amend the Agreement unless signed by a representative of both parties and identified as an amendment to the Agreement, even if accepted by the receiving party without objection. The Parties may not assign any rights or delegate any duties under the Agreement without the prior, written consent of the other Party, which will not be unreasonably withheld, and any attempt to do so without consent will be void. However, no consent shall be required in the case of a Party’s transfer of all or substantially all of its business or assets by merger, asset sale, or other similar transaction. The Agreement is binding upon the parties’ successors and permitted assigns. AGREED AND ACCEPTED: FirstWatch Solutions, Inc. Date: ________________________ By: ________________________ Name: Todd Stout, President_______ Client Name and Address: City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 Date: ________________________ By: ________________________ Name: Dianna Giordano Title: Assistant City Manager 10/13/2025 4 Schedule A: Project Services, Pricing & Payment Schedule, Contact Information & Technical Specifications If needed, single license of FirstWatch Thin-Client (Remote Data Gathering) Software installed on Client’s dedicated FirstWatch PC/Server All data integrated with Client’s Data Source/System will be integrated via: Connectivity to a data source via ODBC or similar means; or Text or XML file output for each incident from a Client-provided process (one or more files for each incident) that provides files on the dedicated FirstWatch PC/Server; or client provided web services interface allowing FirstWatch to securely access, query and receive necessary data via a non-dedicated internet connection. Client provided web services interface will include the ability to encrypt and decrypt data and options to query live and historical data. If needed, Data Shuttle, remote connectivity and other software and processes on Client’s dedicated FirstWatch PC which work together to reliably and securely transmit data to the FirstWatch Data Center, and allow for remote support, using Client-provided, always-on Internet connectivity. Linking of data sources requires, at a minimum, a unique key that exists within each data source in a useable format. Modify centrally located FirstWatch server-based processes, software and database as necessary to receive Client’s data, import into FirstWatch database, and monitor for statistically-significant increases in volume or geographic clusters of calls which meet user-defined criteria. Provide up to fifty (50) Client-specific user login(s) and password(s) to allow up to fifty (50) simultaneous users on the FirstWatch subscriber Internet site. (Access by additional users may be purchased, and access via FirstWatch to other, 3rd-party services or tools, may be licensed separately.) Provide the ability for the Client to define all system included and client purchased “trigger sets” for monitoring by FirstWatch. Provide the Client the ability to completely replace each Trigger up to twice per Trigger per year and refinements and adjustments to existing triggers as the Client reasonably requires per any twelve (12) month period during the term. Provide the ability for the Client to define up to fifty (50) alert recipients for each trigger, via a combination of email, text messaging, fax, or compatible paging system. Provide a default “All Events” trigger with monitoring and alerts to demonstrate complete functionality of system. 5 Pricing and Payment Schedule: (Term 10/31/2025-10/30/2026) Dept Description Unit Price Qty Item Total City of Fort Worth - Fire transitioned from MedStar FWFD DS1 – CentralSquare CAD Conversion from Logis $ 7,500.00 1 $ 7,500.00 FWFD DS1 - CentralSquare CAD Support & Maintenance $ 7,616.95 1 $ 7,616.95 FWFD DS2 - ImageTrend ePCR Support & Maintenance $ 11,376.30 1 $ 11,376.30 FWFD Standard Triggers (Included) $ - 20 $ - FWFD Interactive Data Visualization (IDV) Module $ - 1 $ - Grand Total $26,493.25 * License and Maintenance costs are for monitoring Client’s Fire and EMS calls. Assumptions are based on annual incidents and include a ‘buffer’ of plus or minus (±) 20% of the call volume. Maintenance fees beyond the Term of this Agreement will recur and reflect the current FirstWatch maintenance and support rates unless otherwise agreed on by both parties. Annual Support Fee increase is projected (for budget purposes) at 5% per year. Contact Information: Licensor Contact Tax ID No: 05- 0544884 Todd Stout, President FirstWatch® 2035 Corte del Nogal, Suite 101 Carlsbad, California, 92011 Email : admin@firstwatch.net Phone : 760-943-9123 Fax : 760-942-8329 Client Contact Pete Rizzo City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 Email: zz_IT_Finance_Contracts@fortworthtexas.gov Phone: 817-392-3016 City of Fort Worth - Fire Payment Schedule Project Initiation Payment: 100% >Invoiced for at Contract Execution $26,493.25 6 Technical Specifications: FirstWatch Hardware Requirements: Minimum (only if using existing equipment)Preferred (required/minimum if new equipment) Dedicated PC or Virtual Machine used exclusively for FirstWatch purpose Dedicated Server or Virtual Machine used exclusively for FirstWatch purposes Core i3 (Dual core or better) Core i5 (Quad core or better) 4GB RAM or better 8GB RAM or better 256 GB Disc (Partition as appropriate) 500GB Disc (Partition as appropriate.) 1 GB Ethernet Card 1 GB Ethernet Card Any recent generation Graphic card Any recent generation Graphic card Keyboard/Mouse/Monitor/KVM/Virtual Machine Access Keyboard/Mouse/Monitor/KVM/Virtual Machine Access FirstWatch Software Requirements: Minimum Preferred Microsoft Windows Server 2020 or Windows 10 Professional including all the latest updates. Microsoft Windows Server 2022 (64bit) including all the latest updates. If the database to be monitored is MS SQL Server, SQL Server Management Studio needs to be installed. NOTE: For general installations, we do not need an instance of MS SQL Server installed on the server—just management studio tools. If the database to be monitored is MS SQL Server, SQL Server Management Studio needs to be installed. NOTE: For general installations, we do not need an instance of MS SQL Server Database Engine installed on the server—just management studio tools. Current ODBC driver or other licensed and approved connectivity to underlying database Current ODBC driver or other licensed and approved connectivity to underlying database Virus Protection Software of customer’s choosing Virus Protection Software of customer’s choosing WinZip or compatible software - Not Required if functionality included in Windows OS WinZip or compatible software - Not Required if functionality included in Windows OS Microsoft .NET Framework Version 4.0. (installed with local FirstWatch Thin Client Software) Microsoft .NET Framework Version 4.0 or greater (installed with local FirstWatch Thin Client Software) Automated Time synchronization software or process of clients choosing. MS Windows OS feature is fine. Automated Time synchronization software or process of clients choosing. MS Windows OS feature is fine. 7 Remote-Client Technical Specifications Continued Connectivity, Firewall & Environment: Always-on, high speed broadband Internet connectivity under customer specified and controlled security settings; Recommend static IP address with hardware firewall. Read-only/db_DataReader Network access to database(s) being monitored. Outbound only access for HTTPS (port 443) with access to *.firstwatch.net. IP Addresses for outbound whitelisting will be provided. For agencies using FirstWatch provided Cisco WebEx Remote Access Agent service for installation and support, it may be necessary to create an exception list for WebEx sites on the firewall or proxy to properly use WebEx services. In most cases, the IP Range that can be used to add an exception for the firewall or proxy is 64.68.96.0 - 64.68.127.255 and ports 80, 443 and 1280. Local (not domain) server administrator account with access to specifications above. To maximize system availability FirstWatch recommends remote-client hardware be located with other critical systems and when possible, include UPS, back-up generator, monitored data circuits) and HVAC controlled secure environment. Support: Minimum Allow FirstWatch access to the dedicated machine via WebEx Remote Access client services (or authorized substitute, including VPN). WebEx Remote Access client software provided with FirstWatch under maintenance and service agreement. If VPN or other connection requires additional hardware or software on client or support side, it will be the responsibility of the customer to supply it. FirstWatch understands that some agencies require attended remote access sessions and are fine with this approach when required. Disclaimer: Although FirstWatch requires a dedicated machine for our applications, some clients have requested running the FirstWatch applications on a server that is shared with other applications. We have successfully deployed in a combination of these configurations and are willing to attempt an install in this environment if the client understands that there is risk involved. The risk is that if another process or application on the same machine renders the machine unresponsive, it could potentially stop the processing of the FirstWatch applications. Conversely, the FirstWatch applications may affect the other applications. Therefore, if the client decides to move forward in this manner and results in ongoing issues with FirstWatch applications, we will respectfully request that our system be transferred to a dedicated machine for the purpose of running the FirstWatch applications. FirstWatch staff will be happy to assist the client with reconfiguring the FirstWatch system on a new machine. 8 Schedule B: CITY OF FORT WORTH BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (the “BAA”) is made and entered into by and between the City of Fort Worth Texas, a home-rule municipality organized under the laws of the state of Texas (“Covered Entity”) and FirstWatch Solutions, Inc. (Business Associate”, in accordance with the meaning given to those terms at 45 CFR § 164.501). In this BAA, Covered Entity and Business Associate are each a “Party” and, collectively, are the “Parties.” WHEREAS, Covered Entity is a “covered entity” as defined under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended by the HITECH Act (as defined below) and the related regulations promulgated by HHS (as defined below) (collectively, “HIPAA”) and, as such, is required to comply with HIPAA’s provisions regarding the confidentiality and privacy of Protected Health Information (“PHI”); WHEREAS, the Parties have entered into or will enter into one or more agreements under which Business Associate provides or will provide certain specified services to Covered Entity (collectively, the “Agreement”); WHEREAS, in providing services pursuant to the Agreement, Business Associate will have access to PHI; WHEREAS, by providing the services pursuant to the Agreement, Business Associate will become a “business associate” of the Covered Entity as such term is defined under HIPAA; WHEREAS, both Parties are committed to complying with all federal and state laws governing the confidentiality and privacy of health information, including, but not limited to, the Standards for Privacy of Individually Identifiable Health Information found at 45 CFR Part 160 and Part 164, Subparts A and E (collectively, the “Privacy Rule”); and WHEREAS, both Parties intend to protect the privacy and provide for the security of Protected Health Information disclosed to Business Associate pursuant to the terms of this Agreement, HIPAA and other applicable laws. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and the continued provision of PHI by Covered Entity to Business Associate under the Agreement in reliance on this BAA, the Parties agree as follows: 9 1. Definitions For purposes of this BAA, the Parties give the following meaning to each of the terms in this Section 1 below. Any capitalized term used in this BAA, but not otherwise defined, has the meaning given to that term in the Privacy Rule or pertinent law. A. “Affiliate” means a subsidiary or affiliate of Covered Entity that is, or has been, considered a covered entity, as defined by HIPAA. B. “Breach” means the acquisition, access, use, or disclosure of PHI in a manner not permitted under the Privacy Rule which compromises the security or privacy of the PHI, as defined in 45 CFR §164.402. C. “Breach Notification Rule” means the portion of HIPAA set forth in Subpart D of 45 CFR Part 164. D. “Data Aggregation” means, with respect to PHI created or received by Business Associate in its capacity as the “business associate” under HIPAA of Covered Entity, the combining of such PHI by Business Associate with the PHI received by Business Associate in its capacity as a business associate of one or more other “covered entity” under HIPAA, to permit data analyses that relate to the Health Care Operations (defined below) of the respective covered entities. The meaning of “data aggregation” in this BAA shall be consistent with the meaning given to that term in the Privacy Rule. E. “Designated Record Set” has the meaning given to such term under the Privacy Rule, including 45 CFR §164.501.B. F. “De-Identify” means to alter the PHI such that the resulting information meets the requirements described in 45 CFR §§164.514(a) and (b). G. “Electronic PHI” means any PHI maintained in or transmitted by electronic media as defined in 45 CFR §160.103. H. “Health Care Operations” has the meaning given to that term in 45 CFR §164.501. I. “HHS” means the U.S. Department of Health and Human Services. J. “HITECH Act” means the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009, Public Law 111-005. K. “Individual” has the same meaning given to that term i in 45 CFR §§164.501 and 160.130 and includes a person who qualifies as a personal representative in accordance with 45 CFR §164.502(g). 10 L. “Privacy Rule” means that portion of HIPAA set forth in 45 CFR Part 160 and Part 164, Subparts A and E. M. “Protected Health Information” or “PHI” has the meaning given to the term “protected health information” in 45 CFR §§164.501 and 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity. N. “Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. O. “Security Rule” means the Security Standards for the Protection of Electronic Health Information provided in 45 CFR Part 160 & Part 164, Subparts A and C. P. “Unsecured Protected Health Information” or “Unsecured PHI” means any “protected health information” as defined in 45 CFR §§164.501 and 160.103 that is not rendered unusable, unreadable or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the HHS Secretary in the guidance issued pursuant to the HITECH Act and codified at 42 USC §17932(h). 2. Use and Disclosure of PHI A. Except as otherwise provided in this BAA, Business Associate may use or disclose PHI as reasonably necessary to provide the services described in the Agreement to Covered Entity, and to undertake other activities of Business Associate permitted or required of Business Associate by this BAA or as required by law. B. Except as otherwise limited by this BAA or federal or state law, Covered Entity authorizes Business Associate to use the PHI in its possession for the proper management and administration of Business Associate’s business and to carry out its legal responsibilities. Business Associate may disclose PHI for its proper management and administration, provided that (i) the disclosures are required by law; or (ii) Business Associate obtains, in writing, prior to making any disclosure to a third party (a) reasonable assurances from this third party that the PHI will be held confidential as provided under this BAA and used or further disclosed only as required by law or for the purpose for which it was disclosed to this third party and (b) an agreement from this third party to notify Business Associate immediately of any breaches of the confidentiality of the PHI, to the extent it has knowledge of the breach. C. Business Associate will not use or disclose PHI in a manner other than as provided in this BAA, as permitted under the Privacy Rule, or as required by law. Business Associate will use or disclose PHI, to the extent practicable, as a limited data set or limited to the minimum necessary amount of PHI to carry out the intended purpose of the use or disclosure, in accordance with Section 13405(b) of the HITECH Act (codified at 42 USC §17935(b)) and any of the act’s implementing regulations adopted by HHS, for each use or disclosure of PHI. 11 D. Upon request, Business Associate will make available to Covered Entity any of Covered Entity’s PHI that Business Associate or any of its agents or subcontractors have in their possession. E. Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 CFR §164.502(j)(1). 3. Safeguards Against Misuse of PHI Business Associate will use appropriate safeguards to prevent the use or disclosure of PHI other than as provided by the Agreement or this BAA and Business Associate agrees to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the Electronic PHI that it creates, receives, maintains or transmits on behalf of Covered Entity. Business Associate agrees to take reasonable steps, including providing adequate training to its employees to ensure compliance with this BAA and to ensure that the actions or omissions of its employees or agents do not cause Business Associate to breach the terms of this BAA. 4. Reporting Disclosure of PHI and Security Incidents Business Associate will report to Covered Entity in writing any use or disclosure of PHI not provided for by this BAA of which it becomes aware and Business Associate agrees to report to Covered Entity any Security Incident affecting Electronic PHI of Covered Entity of which it becomes aware. Business Associate agrees to report any such event within five business days of becoming aware of the event. 5. Reporting Breaches of Unsecured PHI Business Associate will notify Covered Entity in writing promptly upon the discovery of any Breach of Unsecured PHI in accordance with the requirements set forth in 45 CFR §164.410, but in no case later than 30 calendar days after discovery of a Breach. Business Associate will reimburse Covered Entity for any costs incurred by it in complying with the requirements of Subpart D of 45 CFR §164 that are imposed on Covered Entity as a result of a Breach committed by Business Associate. 6. Mitigation of Disclosures of PHI Business Associate will take reasonable measures to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of any use or disclosure of PHI by Business Associate or its agents or subcontractors in violation of the requirements of this BAA. 7. Agreements with Agents or Subcontractors Business Associate will ensure that any of its agents or subcontractors that have access to, or to which Business Associate provides, PHI agree in writing to the restrictions and conditions concerning uses and disclosures of PHI contained in this BAA and agree to 12 implement reasonable and appropriate safeguards to protect any Electronic PHI that it creates, receives, maintains or transmits on behalf of Business Associate or, through the Business Associate, Covered Entity. Business Associate shall notify Covered Entity, or upstream Business Associate, of all subcontracts and agreements relating to the Agreement, where the subcontractor or agent receives PHI as described in section 1.M. of this BAA. Such notification shall occur within 30 (thirty) calendar days of the execution of the subcontract by placement of such notice on the Business Associate’s primary website. Business Associate shall ensure that all subcontracts and agreements provide the same level of privacy and security as this BAA. 8. Audit Upon request, Business Associate will provide Covered Entity, or upstream Business Associate, with a copy of its most recent independent HIPAA compliance report (AT-C 315), HITRUST certification or other mutually agreed upon independent standards based third party audit report. Covered entity agrees not to re-disclose Business Associate’s audit report. 9. Access to PHI by Individuals A. Upon request, Business Associate agrees to furnish Covered Entity with copies of the PHI maintained by Business Associate in a Designated Record Set in the time and manner designated by Covered Entity to enable Covered Entity to respond to an Individual’s request for access to PHI under 45 CFR §164.524. B. In the event any Individual or personal representative requests access to the Individual’s PHI directly from Business Associate, Business Associate within ten business days, will forward that request to Covered Entity. Any disclosure of, or decision not to disclose, the PHI requested by an Individual or a personal representative and compliance with the requirements applicable to an Individual’s right to obtain access to PHI shall be the sole responsibility of Covered Entity. 10. Amendment of PHI A. Upon request and instruction from Covered Entity, Business Associate will amend PHI or a record about an Individual in a Designated Record Set that is maintained by, or otherwise within the possession of, Business Associate as directed by Covered Entity in accordance with procedures established by 45 CFR §164.526. Any request by Covered Entity to amend such information will be completed by Business Associate within 15 business days of Covered Entity’s request. B. In the event that any Individual requests that Business Associate amend such Individual’s PHI or record in a Designated Record Set, Business Associate within ten business days will forward this request to Covered Entity. Any amendment of, or decision not to amend, the PHI or record as requested by an Individual and compliance with the requirements applicable to an Individual’s right to request an amendment of PHI will be the sole responsibility of Covered Entity. 13 11. Accounting of Disclosures A. Business Associate will document any disclosures of PHI made by it to account for such disclosures as required by 45 CFR §164.528(a). Business Associate also will make available information related to such disclosures as would be required for Covered Entity to respond to a request for an accounting of disclosures in accordance with 45 CFR §164.528. At a minimum, Business Associate will furnish Covered Entity the following with respect to any covered disclosures by Business Associate: (i) the date of disclosure of PHI; (ii) the name of the entity or person who received PHI, and, if known, the address of such entity or person; (iii) a brief description of the PHI disclosed; and (iv) a brief statement of the purpose of the disclosure which includes the basis for such disclosure. B. Business Associate will furnish to Covered Entity information collected in accordance with this Section 10, within ten business days after written request by Covered Entity, to permit Covered Entity to make an accounting of disclosures as required by 45 CFR §164.528, or in the event that Covered Entity elects to provide an Individual with a list of its business associates, Business Associate will provide an accounting of its disclosures of PHI upon request of the Individual, if and to the extent that such accounting is required under the HITECH Act or under HHS regulations adopted in connection with the HITECH Act. C. In the event an Individual delivers the initial request for an accounting directly to Business Associate, Business Associate will within ten business days forward such request to Covered Entity. 12. Availability of Books and Records Business Associate will make available its internal practices, books, agreements, records, and policies and procedures relating to the use and disclosure of PHI, upon request, to the Secretary of HHS for purposes of determining Covered Entity’s and Business Associate’s compliance with HIPAA, and this BAA. 13. Responsibilities of Covered Entity With regard to the use and/or disclosure of PHI by Business Associate, Covered Entity agrees to: A. Notify Business Associate of any limitation(s) in its notice of privacy practices in accordance with 45 CFR §164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI. B. Notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose Protected Health Information, to the extent that such changes may affect Business Associate’s use or disclosure of PHI. C. Notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR §164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI. 14 D. Except for data aggregation or management and administrative activities of Business Associate, Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under HIPAA if done by Covered Entity. 14. Data Ownership Business Associate’s data stewardship does not confer data ownership rights on Business Associate with respect to any data shared with it under the Agreement, including any and all forms thereof. 15. Term and Termination A. This BAA will become effective upon execution by the Covered Entity’s City Manager, Deputy City Manager, or Assistant City Manager, and will continue in effect until all obligations of the Parties have been met under the Agreement and under this BAA, unless earlier terminated in accordance with the terms of this BAA. B. Covered Entity may terminate immediately this BAA, the Agreement, and any other related agreements if Covered Entity determines that Business Associate has breached a material term of this BAA and Business Associate has failed to cure that material breach, to Covered Entity’s reasonable satisfaction, within 30 days after written notice from Covered Entity. Covered Entity may report the problem to the Secretary of HHS if termination is not feasible. Notwithstanding the foregoing, Covered Entity may also terminate the Agreement any other related agreements as provided by the terms of such agreements. Additionally, Covered Entity may terminate this BAA for convenience upon 30 days’ prior written notice to Business Associate. C. If Business Associate determines that Covered Entity has breached a material term of this BAA, then Business Associate will provide Covered Entity with written notice of the existence of the breach and shall provide Covered Entity with 30 days to cure the breach. Covered Entity’s failure to cure the breach within the 30-day period will be grounds for immediate termination of the Agreement and this BAA by Business Associate. Business Associate may report the breach to HHS. D. Upon termination of the Agreement or this BAA for any reason, all PHI maintained by Business Associate will be returned to Covered Entity or destroyed by Business Associate. Business Associate will not retain any copies of such information. This provision will apply to PHI in the possession of Business Associate’s agents and subcontractors. If return or destruction of the PHI is not feasible, in Business Associate’s reasonable judgment, Business Associate will furnish Covered Entity with notification, in writing, of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of the PHI is infeasible, Business Associate will extend the protections of this BAA to such information for as long as Business Associate retains such information and will limit further uses and disclosures to those purposes that make the return or destruction of the information not feasible. The Parties understand that this Section 14.D. will survive any termination of this BAA. 15 16. Effect of BAA A. This BAA is a part of and subject to the terms of the Agreement, except that to the extent any terms of this BAA conflict with any term of the Agreement, the terms of this BAA will govern. B. Except as expressly stated in this BAA or as provided by law, this BAA will not create any rights in favor of any third party. 17. Regulatory References Regulatory References. A reference in this BAA to a section in HIPAA means the section as in effect or as amended at the time. 18. Notices Notices required pursuant to the provisions of this BAA will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To Covered Entity: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney’s Office at same address To Business Associate: FirstWatch Solutions, Inc. Attn: Legal Department 2035 Corte Del Nogal, St. 101 Carlsbad, CA 92011 19. Amendments and Waiver This BAA may not be modified, nor will any provision be waived or amended, except in writing duly signed by authorized representatives of the Parties. A waiver with respect to one event shall not be construed as continuing, or as a bar to or waiver of any right or remedy as to subsequent events. 20. HITECH Act Compliance The Parties acknowledge that the HITECH Act includes significant changes to the Privacy Rule and the Security Rule. The privacy subtitle of the HITECH Act sets forth provisions that significantly change the requirements for business associates and the agreements 16 between business associates and covered entities under HIPAA and these changes may be further clarified in forthcoming regulations and guidance. Each Party agrees to comply with the applicable provisions of the HITECH Act and any HHS regulations issued with respect to the HITECH Act. The Parties also agree to negotiate in good faith to modify this BAA as reasonably necessary to comply with the HITECH Act and its regulations as they become effective but, in the event that the Parties are unable to reach agreement on such a modification, either Party will have the right to terminate this BAA upon 30- days’ prior written notice to the other Party. 17 Schedule C: Acceptance Test Plan Introduction The FirstWatch Acceptance Test Plan (ATP) is designed to confirm with you, our Client, that FirstWatch data integration has been completed. It is also the tool by which you will be guided through the verification process of FirstWatch Base System Acceptance. Some features and functions may vary depending on data system and type. Each commonly used functionality of the product is provided an expected result for each “test” executed. These tests assume that the data made available to FirstWatch contains the information necessary to provide the functionality to test. An example would be if the underlying data available to FirstWatch does NOT contain patient destination for an ambulance call, then FirstWatch cannot make it available for the user to view or test. No.Test Expected Result Pass = Y Fail = N Comment 1 Navigate to the FirstWatch Subscriber Site subscriber.firstwatch.net FirstWatch Subscriber Site displays Yes / No 2 Enter a Username and Password provided to you by FirstWatch. Successfully log into Status Page showing a quick-view of one or more triggers Yes / No 3 Launch your All Calls Trigger New window opens showing the Event List summary page Yes / No 4 Click a hyperlink field from one of the events in the line listing. Page displays a drill-down of data related to incident/event selected. Yes / No 5 Click the View Alert Config link from the top right of the page. Separate windows displays criteria for which this trigger will alert, or "This trigger is currently not configured for any alerts." Yes / No 6 Set Refresh Rate to 1 minute. Page will reload every 1 minute. Prior to reloading a green "Reloading" bar will appear near the top left section of the page. Reset Refresh Rate to 20 minutes after page reloads so reloads to not interfere with ATP. Yes / No 7 Click the Graphs link from the top of the page The GraphIt Summary page will display Yes / No 8 Check the Hide Min/Max Events box above the Actual Events Graph. Shaded area (if present) along Actual Events line will disappear. Yes / No 9 Check the Hide Hourly Events box above the Actual Events Graph. Green bars along bottom axis will disappear Yes / No 10 Click the Maps link from the top of the page. The Map link is only present for data sets that include geo- data Click on the filter icon and select a sub-category in the Group By dropdown. Click an incident on the map and click the Incident Detail hyperlink to launch the incident drilldown. Yes / No 11 Click the Layers icon and click the Top 10 Problems category A multi-colored list of the Top 10 Problems will appear Yes / No 12 Click the Destination link from the top of the page. (Only present for data sets which include patient transport destination data) Page displays a line listing of events separated by transport destination. Yes / No 18 13 Click the Analysis Tool link from the top of the page. Page displays interactive tool for retrospective analysis. Yes / No 14 Specify a Start Date/Time and Stop Data/Time of the last 7 to 10 days. (Default date range will include the last 7 days). Click Event List link. After calculations are complete, trigger will display line listing of all events for date/time range selected. Yes / No 15 Click GraphIt link Graphit summary for date/time range selected will display Yes / No 16 Click Maps link Page displays MapShot of all activity for date/time range selected.Yes / No 17 Click the Go-Back to real- time link.Page returns to Event list view. Yes / No 18 Press the Log Out button on the top right corner of this trigger. User will be logged out and redirected to FirstWatch Subscriber site. Acceptance: Test Plan Passed Successfully, Test Plan Conditionally Accepted or Test Plan Did Not Pass If Conditional or Rejected please specify the reason(s) in detail Name: Title: Agency: Signature: Date: When completed, please email this form to support@firstwatch.net Notes: THE CITY OF FORT WORTH ADDENDUM This City of Fort Worth Addendum (the “Addendum”) to the FirstWatch Solutions, Inc. Software License Agreement (the “Agreement”) is entered into by and between the City of Fort Worth (“City”) and FirstWatch Solutions, Inc. (“Vendor,”) collectively the “parties.” The Agreement documents shall include the following: 1. FirstWatch Solutions, Inc. Software License Agreement; 2. The City of Fort Worth Addendum; 3. Exhibit A – FirstWatch Statement of Work; 4. Exhibit B – FirstWatch System Renewal Quote 5. Exhibit C – FirstPass Proposal System Enhancement Quote; and 6. Exhibit D – Network Access Agreement. Notwithstanding any language to the contrary in the attached FirstWatch Solutions, Inc. Software License Agreement, the Statement of Work and Quote attached hereto (collectively referred to herein as the “Agreement”), the parties stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The initial term of this Agreement is for one (1) year, beginning on September 30, 2025 (“Effective Date”) and ending on October 1, 2026, unless terminated earlier in accordance with this Agreement (“Initial Term”). This Agreement may be renewed for unlimited, one-year renewals at the City’s option, each a “Renewal Term.” The City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 2. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. c. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3.Attorneys’ Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys’ fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4.Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5.Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 6.Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled “Self-Insurance by Governmental Units,” is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. 7.Sovereign Immunity. Nothing herein constitutes a waiver of City’s sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 8. Limitation of Liability and Indemnity. Vendor agrees the exclusions or limits of liability, as may be stated elsewhere in the Agreement, shall not apply to the City’s claim or loss arising from any of the following: (a) Vendor’s breach of its data security obligations; (b) Vendor’s misuse or misappropriation of the City’s intellectual property rights, (c) Vendor’s indemnity obligations, or (d) any other obligations that cannot be excluded or limited by applicable law. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 9.IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney’s fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 9, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City’s interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City’s assumption of payment of costs or expenses shall not eliminate Vendor’s duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR’S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. 10.Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information (“Personal Data”) by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work (“Data Breach”), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor’s expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor’s obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. 11.No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 12. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. 13. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of Cityhereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 14. PublicInformation. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 15. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 16. Network Access. a. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section “Vendor Personnel”), requires access to the City’s computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit “A” and incorporated herein for all purposes. b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System (“FIRS”), Interstate Identification Index System (“III System”), National Crime Information Center (“NCIC”) or National Fingerprint File (“NFF”), or Texas Law Enforcement Telecommunications Systems (“TLETS”), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 (“CFR Part 20”), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 17. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under the Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES.City, upon written notice to Vendor, shall have the right to immediately terminate the Agreement for violations of this provision by Vendor. 18. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor’s signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 19.Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 20.Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” have the meaning ascribed to those terms by Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 21.Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate,” “firearm entity” and “firearm trade association” have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 22. Insurance. 1.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 1.1.1. Commercial General Liability: 1.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 1.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. 1.1.1.3. Defense costs shall be outside the limits of liability. 1.1.2. Statutory Workers’ Compensation and Employers’ Liability Insurance requirements per the amount required by statute. 1.1.3. Technology Liability (Errors & Omissions) 1.1.3.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 1.1.3.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 1.1.3.3. Coverage shall include, but not be limited to, the following: 1.1.3.3.1. Failure to prevent unauthorized access; 1.1.3.3.2. Unauthorized disclosure of information; 1.1.3.3.3. Implantation of malicious code or computer virus; 1.1.3.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 1.1.3.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 1.1.3.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 1.1.3.3.7. Any other insurance as reasonably requested by City. 1.2. General Insurance Requirements: 1.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 1.2.2. The workers’ compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 1.2.3. A minimum of Thirty (30) days’ notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days’ notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 1.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 1.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 1.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City’s Risk Management Division prior to execution of this Agreement. (signature page follows) [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: By: ___________________________ Name: Dianna Giordano Title: Assistant City Manager Date: ___________________________ FirstWatch Solutions, Inc. By: ___________________________ Name: ___________________________ Title: ___________________________ Date: ___________________________ CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: ___________________________ Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: By: ___________________________ Name: Taylor Paris Title: Sr. Assistant City Attorney Contract Authorization: M&C: N/A Approval Date: N/A Form 1295: N/A 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 and reporting requirements. By: ___________________________ Name: Pete Rizzo Title: Sr. IT Solutions Manager City Secretary: By: ___________________________ Name: Jannette S. Goodall Title: City Secretary Todd Stout President 10/13/2025 EXHIBIT A FirstWatch Statement of Work (Attached) Copyright © 2025 FirstWatch Solutions, Inc. – Confidential and Proprietary Rights reserved under the copyright law of the United States. 1 Statement of Work City of Fort Worth FirstWatch System – Real Time Monitoring & Alert System Copyright © 2025 FirstWatch Solutions, Inc. – Confidential and Proprietary Rights reserved under the copyright law of the United States. 2 Table of Contents Table of Contents.......................................................................................................................................... 2 1. Introduction............................................................................................................................................. 3 1.1 Defined Terms................................................................................................................................ 3 1.2 Introduction..................................................................................................................................... 3 2. Scope...................................................................................................................................................... 4 2.1 FirstWatch Project Overview .......................................................................................................... 4 2.2 Scope Inclusions............................................................................................................................. 4 2.3 Scope Exclusions ........................................................................................................................... 5 2.4 Project Personnel ........................................................................................................................... 5 2.5 Project Assumptions and Limitations.............................................................................................. 6 2.6 Project Issues and Risks ................................................................................................................ 6 2.7 Overview of Client Responsibilities ................................................................................................ 6 3 Professional Services............................................................................................................................. 7 3.1 Project Management....................................................................................................................... 7 3.2 FirstWatch User/System Training................................................................................................... 7 3.3 Trigger Definition, Re-definition, & Refinement.............................................................................. 8 3.4 Project Meetings............................................................................................................................. 8 3.5 Installation Tasks............................................................................................................................ 8 3.6 Client Responsibilities..................................................................................................................... 9 4 Overview of Project Implementation Schedule....................................................................................... 9 4.1 Project Initiation Phase................................................................................................................... 9 4.2 Deployment Phase .......................................................................................................................10 4.3 Completion Phase ........................................................................................................................11 4.4 Post Implementation Phase..........................................................................................................11 Copyright © 2025 FirstWatch Solutions, Inc. – Confidential and Proprietary Rights reserved under the copyright law of the United States. 3 1. Introduction This Statement of Work defines the framework of deliverables for this Project in terms of products, equipment and services and establishes standards for the deliverables, which may be further refined through additional documents. Within this document, 1) “FirstWatch” refers to FirstWatch Solutions, Inc; 2) “Client” refers to City of Fort Worth. 1.1 Defined Terms The word “FirstWatch” to mean FirstWatch Solutions, Inc. The word “Client” to mean a representative of the City of Fort Worth acting on behalf of the Fire Department. The word “Days” to mean Business Days. The word “Software” to mean the code installed locally on the Client’s server to retrieve and transmit data between systems. The word “Information” to mean confidential patient, private or trade secret data. The word “System” to mean the hardware components that have been carefully chosen so that they work well together and software components or programs that run in the computer. The words “Work”, “Services”, “Program”, or “Project” to mean all matters and things required to be done by Client in accordance with the provisions of the Statement of Work. The word “Trigger” to mean a representation of data based on a set of user-defined data filter criteria using one or more of the Client’s requested analytical methods for a specific data source. The word “All Responses” to mean an unfiltered trigger view of every call within Client’s CAD data source. The word “All ePCR” to mean an unfiltered trigger view of every record within Client’s ePCR data source. The word “Go Live” to mean receiving and processing data through the FirstWatch system with subscribed users for live operations against the initial “All Calls” Trigger. The word “Lead” to mean to main point of contact at the FirstWatch or Client site. The word “Wholesale” to mean extensive or large-scale rework. 1.2 Introduction FirstWatch will provide all professional services and software necessary to meet the requirements of this Statement of Work. FirstWatch will appoint a Project Manager as the principal contact who is responsible for implementing this project within the framework of the Statement of Work. The FirstWatch Project Manager organizes a team of specialists assigned to the project from FirstWatch. FirstWatch’s Project Manager will manage each of these personnel to provide a coordinated implementation of the project defined by this Statement of Work. Copyright © 2025 FirstWatch Solutions, Inc. – Confidential and Proprietary Rights reserved under the copyright law of the United States. 4 The Client will appoint a Project Manager or Point of Contact as the Client’s principal contact to manage a team of personnel designated to contribute to the implementation of this project. Similar to the duties of FirstWatch’s Project Manager, the Client’s Project Manager has overall responsibility to manage the other members of the Client’s team. This Statement of Work includes an overview of the Client’s responsibilities. 2. Scope 2.1 FirstWatch Project Overview The FirstWatch project schedule is summarized at the end of this Statement of Work. Assuming prompt and diligent activities by the Client and FirstWatch, the estimated project timeline from contract execution and project initiation payment to “Go Live” is estimated to be six (6) weeks. This estimate is based upon the current and past experience and on availability of FirstWatch and Client resources. The term “Go Live” shall mean receiving and processing data through the FirstWatch system with subscribed users for live operations against the initial “All Calls” Trigger(s). The actual “Go Live” date may be revised by FirstWatch’s and Client’s Project Manager based on feedback from project resources and system stabilization. Changes proposed by the Client in software or hardware configuration or the scheduling of meetings or training sessions may result in revisions to project chronology. 2.2 Scope Inclusions This project includes the following deliverables for Fort Worth Fire Department: Base System License for (DS1) – CentralSquare CAD Data Source Integration Services – work to be performed to integrate the monitoring of the CAD Data into the FirstWatch system includes the installation and configuration of the necessary FirstWatch applications services to query, compress, encrypt and securely transmit data packets through a secure connection –SSL/HTTPS to the FirstWatch Data Centers. The data will be made available through the FirstWatch web portal via FirstWatch Triggers and/or in the form of automated alerting where applicable. Base System License for (DS2) – ImageTrend ePCR Adding electronic patient care records (ePCR) for Client will enhance the agency’s view related to monitoring Quality Assurance and Quality Indicators and the impact of treatment related to improving patient outcomes. The data will be made available and linked to the other data sources described in this document through the FirstWatch web portal via FirstWatch Triggers and/or in the form of automated alerting where applicable. Copyright © 2025 FirstWatch Solutions, Inc. – Confidential and Proprietary Rights reserved under the copyright law of the United States. 5 Twenty (20) Standard FirstWatch Triggers FirstWatch and the Client will work in a collaborative manner to define the necessary Standard FirstWatch Triggers as defined by the Client and within the scope of a Standard FirstWatch Trigger. One (1) Interactive Data Visualization Module (IDV) FirstWatch Interactive Data Visualization Tool (IDV) is a modernized look and feel that allows Client to interact with the data that has been configured for a particular trigger. Client is able to view or filter based upon the desired data elements and has the ability to: o search through filter criteria or apply and save custom filters to the Client’s profile o select data ranges, demographically, day of week/hour of day, station, company, shift, battalion, or unit o have the ability to group multiple data elements and compare to previous day, month, or year 2.3 Scope Exclusions Any Client requests for work or items not described in this Statement of Work, including but not limited to custom software, are not included in this project. In such cases, these items can be added through a mutually agreed upon Project Change Order. 2.4 Project Personnel Project Management FirstWatch will assign a dedicated Project Manager to manage all aspects of the project through project deliverables. The FirstWatch Project Manager will coordinate efforts related to project tasks with the Client’s Project Manager and FirstWatch team members. Operations and Support The FirstWatch Operations and Support team will work with the FirstWatch Project Manager on the completion of project tasks. Engineering The FirstWatch Engineering team will work with the Operations and Support team to develop install and develop necessary software requirements to meet the project deliverable objectives. Copyright © 2025 FirstWatch Solutions, Inc. – Confidential and Proprietary Rights reserved under the copyright law of the United States. 6 2.5 Project Assumptions and Limitations The Client will be responsible for connecting FirstWatch with personnel on Client’s team to discuss the integration approach for the ImageTrend ePCR integrations and providing access to Client’s CentralSquare CAD database as specified in this Statement of Work. The Client will assign a Project Manager or other “Lead” person as a single Point of Contact for the duration of the project. Once data from the Primary Data Source (DS1) is available and the Acceptance Test Plan (ATP) is completed by the Client, FirstWatch will help the Client identify pertinent triggers and then will define and develop those triggers and when completed will subscribe authorized Client users to the applicable triggers and notifications. 2.6 Project Issues and Risks Software Issues Software related issues will be managed in accordance with the Client’s FirstWatch System Maintenance Services, which can be provided at Client’s request. Project Risks o Project Meetings and Tasks Changes proposed in the scheduling of meetings, training sessions, or project related tasks may result in project timeline revisions. o Hardware, Software, and Third-Party Configuration Changes in the proposed hardware, software or third-party configuration changes may result in project timeline revisions. 2.7 Overview of Client Responsibilities Client responsibilities are described within the FirstWatch Remote Client Installation Guide, which can be provided upon Client’s request. The FirstWatch Remote Client Installation Guide provides implementation requirements and actions to be performed by the Client and its staff during the data source implementation phase of the project. Such items include but are not limited to – Network and Cabling needs, Training Facilities, Technical Support connectivity (VPN or ISDN) and physical requirements for the equipment facility. Copyright © 2025 FirstWatch Solutions, Inc. – Confidential and Proprietary Rights reserved under the copyright law of the United States. 7 FirstWatch’s Project Manager and the Client Project Manager will work closely to revise as necessary and mutually agree upon the on-going client responsibilities that are specific to this project. FirstWatch Equipment & Configuration Overview The Client will provide all equipment and third-party software for this project. The Client will provide a Read-Only account for accessing CAD data against the CentralSquare CAD database. The FirstWatch Data Exporter will connect to the specified CAD database using the Read-Only account provided by the FirstWatch client via ODBC or other agreed to connectivity. The Client will notify FirstWatch and ImageTrend once Client is ready to proceed with the ePCR to FirstWatch interface. FirstWatch and ImageTrend will implement the standard interface to securely transmit and receive the ePCR records for this project. 3 Professional Services 3.1 Project Management FirstWatch will appoint a Project Manager with the authority to make certain decisions relevant to the project and have direct access to FirstWatch’s executive management for resolving problems beyond the Project Manager's immediate authority. FirstWatch’s Project Manager will coordinate with FirstWatch President, Todd Stout, to have all contractual agreements executed in a timely manner. The Project Manager shall coordinate with the Client's Project Manager through scheduled meetings, review the project and its progress, and review the current task list and upcoming milestones. The FirstWatch Project Manager will manage the implementation plan and team members who will be associated with the project. 3.2 FirstWatch User/System Training Training on the FirstWatch System is currently accomplished remotely via Microsoft Teams powered Internet-based meetings. Users who require training will receive it via a scheduled online training session with FirstWatch Operations personnel. All that is required for the training webinar is an Internet-connected PC and telephone. Training is best accomplished in an area where all participants can see the monitor/screen and hear and ask questions to the FirstWatch Instructor. Training topics include information on the basic understanding of data monitoring, how to use and access the FirstWatch System. Copyright © 2025 FirstWatch Solutions, Inc. – Confidential and Proprietary Rights reserved under the copyright law of the United States. 8 3.3 Trigger Definition, Re-definition, & Refinement FirstWatch will work with the Client to make complete “Wholesale” changes to each Trigger up to twice per Trigger, per year, and as many minor refinements to existing triggers as the Client reasonably requires per year. 3.4 Project Meetings Project implementation will involve various meetings to manage project activities. These include, but are not necessarily limited to, the following required sessions: Initial technical discussion related to data access for the Computer Aided Dispatch and Electronic Patient Care Record data sources Trigger definition discussions System user access discussions Project Status Update Conference Calls 3.5 Installation Tasks The Client will ensure that remote access is available to the existing FirstWatch server. The Client will ensure that a Read-Only (db_datareader & db_denydatawriter) account is created for FirstWatch on the database server that FirstWatch will be monitoring for CAD. Ideally, the database that FirstWatch will be monitoring will be a near real-time replica of the production CAD database. The Client will create an ODBC DSN connection on the existing FirstWatch server using the Read-Only account that was created for FirstWatch access to the CAD data source. Once data access has been provided, FirstWatch will verify data connectivity and submit a ticket to our project deployment queue for installation. FirstWatch deployment team will remotely connect to the existing FirstWatch server to install the necessary FirstWatch software components to query the CAD data source at predetermined intervals. The default query frequency for CAD is 60- seconds. If the client desires a query frequency of greater than 60- seconds, the Client shall specify their requested frequency level. This will effectively create a new instance of the FirstWatch Data Exporter on the existing FirstWatch server for monitoring the CAD data source. The Client will notify FirstWatch and ImageTrend once the Client is ready to proceed with the ePCR interface. FirstWatch and ImageTrend will implement the standard interface to securely transmit and receive the ePCR records for this project. Once the CAD FirstWatch Data Exporter is installed and ePCR data is also flowing, FirstWatch will develop “All Responses” and “All ePCR” Triggers and pull a one-year baseline of historical data for trending analysis. If additional historical data is required, FirstWatch and Client may need to work with the data source vendors to request the data. FirstWatch will obtain a list of approved subscribers for the CAD “All Responses” and “All ePCR Triggers”, create new users or subscribe existing users to the Triggers and notify the Client upon completion. Copyright © 2025 FirstWatch Solutions, Inc. – Confidential and Proprietary Rights reserved under the copyright law of the United States. 9 3.6 Client Responsibilities The Client is responsible for (where applicable): Electrical facilities (e.g., outlets, generator and other electrical infrastructure facilities); Cabling (e.g., power, network, interface and other electrical and data transmission lines); Network/communications connections (e.g., WAN, telephone, ISDN, VPN and other voice/data connections), or ongoing network/communications charges associated with installation, operation or support of the proposed system; Configuration and/or programming of network routers, switches and bridges; Training for third-party software; Computer workstations or mobile devices for accessing FirstWatch via the web portal or alerts. Participation in FirstWatch system training and Trigger definitions. Participation in Project Status Update Conference Calls Making the appropriate personnel available for scheduled training sessions; and Internet access for training via Microsoft Teams sessions. 4 Overview of Project Implementation Schedule Project Implementation occurs in several phases and requires numerous actions by the Client and FirstWatch. These activities are interdependent - sometimes requiring action by FirstWatch before the Client can proceed, and sometimes requiring action by the Client before FirstWatch can proceed. The following schedule overview identifies key tasks and their interdependencies. Such a project schedule will be under continuous evolution, as adjustments need to be made in the course of the project. It’s important to note that for some activities, such as training or interface integration; a several day delay may result in a several week project timeline revision as resources for both the Client and for FirstWatch may need rescheduling. 4.1 Project Initiation Phase Project Initiation is the phase of the project used to ‘introduce’ the applicable FirstWatch and Client team members in the project, develop a project schedule, conduct initial consultation and information gathering sessions, and to prepare the Client site for deployment. This phase can take numerous days, depending upon the availability of resources to review and comment on documents. Major tasks include the following: Task Responsibility Initiation Phase Copyright © 2025 FirstWatch Solutions, Inc. – Confidential and Proprietary Rights reserved under the copyright law of the United States. 10 Complete Project Confirmation Authorize Project / PO Client Send Licensing Documentation (if applicable)FW Sign Licensing / Maintenance Agreement (if applicable) FW, Client Complete Kick-Off Meeting Schedule Kick-Off Meeting FW, Client Review General Project Flow FW, Client Identify All Stakeholders FW, Client Complete Demo (if desired)FW, Client Complete Technical Meeting Request detailed printout example of data source reports and data dictionary if available FW Send WebEx Remote Access Install Guide (if applicable) FW Send FirstWatch Remote Install Guide (if applicable)FW Schedule Technical Discussion Meeting FW, Client Complete Technical Discussion Mtg. Agenda Discuss ODBC / Web Services Approach FW, Client Review Project Technical Requirements FW, Client Review Deployment Process FW, Client Complete Technical Discussion Meeting FW, Client 4.2 Deployment Phase The deployment phase of the project is used to prepare the local deployment site, validate hardware, software and network connectivity and Go Live with the initial FirstWatch system’s All Responses and All ePCR Triggers. Major tasks include the following: Deployment Phase Prepare Install Site Receive detailed printout example of data source Report FW Order Server (if applicable, or VM server, existing server or workstation)Client Receive Server (if applicable) Client Prepare Server (Notify FW of Readiness)Client Validate Hardware Configuration/Connectivity Provide technical configuration/connectivity information Client Test connectivity FW Add to Master Reference File FW Install Data Sources (CAD & ePCR) Move Project to FW Deployment Queue FW Copyright © 2025 FirstWatch Solutions, Inc. – Confidential and Proprietary Rights reserved under the copyright law of the United States. 11 Complete Development of All Responses /All ePCR Triggers FW QA All Responses / All ePCR Triggers FW Subscribe Users to All Responses / All ePCR Triggers (System LIVE)FW 4.3 Completion Phase The completion phase consists of system training and project wrap up tasks. Major tasks include the following: Completion Phase Complete Training Schedule System Overview / Orientation FW, Client Complete System Overview / Orientation FW, Client Create Report Finalize Milestones and Dates FW Document Maintenance Components FW Re-assess project for final completion FW Promote Project to FirstWatch Support FW 4.4 Post Implementation Phase The post implementation phase consists of Trigger definition, development, and ongoing project support. At this stage, the Base Implementation will have been completed and the Client will be fully transitioned from FirstWatch Project Management into the Operations and Support team for further trigger development and fine- tuning and implementation of enhancements Trigger Development (In Support) Define Triggers & Modules FW, Client Develop Triggers & Modules FW QA Triggers & Modules FW, Client Configure Std. Alert Methods for Triggers FW, Client Subscribe Alert Recipients for Triggers FW Subscribe Users to Triggers & Modules FW END OF DOCUMENT EXHIBIT B FirstWatch System Renewal Quote (Attached) F� ���* 2035 Corte Del Nogal Carlsbad, CA 92011 Phone: 760-943-9131 Fax: 760-268-0922 Email: Accounting@firstwatch.net FEIN: 050544884 Customer Information Organization: City of Fort Woth Address: 100 Fort Worth Trail, Fort Worth, TX 76102 Term: 10/31/2025 -10/30/2026 FWFD FWFD FWFD FWFD FWFD DS1 - CentralSquare CAD Conversion from Logis CAD $ DS1 - CentralSquare CAD Annual Support & Maintenance $ DS2 - ImageTrend ePCR Annual Support & Maintenance $ Standard Triggers (Included) $ Interactive Data Visualization (IDV) Module $ 7,500.00 7,616.95 11, 376.30 Date: 10/3/2025 Terms: 2025 - 2026 1 $ 1 $ 1 $ 20 $ 1 $ 7, 500.00 7,616.95 11, 376.30 Pavment Terms & Information Please make checks payable to: FirstWatch Late payments may be subject to additional charges. If you have any questions about this quote, please contact FirstWatch immediately. Thank You! EXHIBIT C FirstPass Proposal System Enhancement Quote (Attached) FirstWatch Solutions, Inc. 2035 Corte Del Nogal, Suite 101 Carlsbad, California 92011 USA Phone: 760-943-9123 Fax: 760-268-0922 Atten: Dave Amaya, Regional Manager (Ph Ext 287) Customer Information:Quote Information: Name: Dwayne Howerton, Chief of Staff Date: 10/6/2025 Organization: Office of the Medical Director Expiration Date: 4/4/2026 Address: 2900 Alta Mere Drive City, ST Zip: Fort Worth, TX 76116 Phone: 817-923-1500 Email: dhowerton@medstar911.org Qty Description Unit Price Item Total Data Source 2 (DS2) - ImageTrend Elite 1 Data Source 2 (DS2) data source swap integration - ImageTrend Elite $7,500.00 $7,500.00 1 Trigger Conversion $0.00 $0.00 Sub-total $7,500.00 FirstPass Clinical QI Module (FP) 1 FirstPass Module - Complex - for systems w/ multiple ePCR data sources $41,000.00 $41,000.00 1 FirstPass Module Annual Support & Maintenance $9,020.00 $9,020.00 0 Custom Protocol (beyond the basic bundle) $1,500.00 $0.00 0 Custom Protocol Annual Support & Maintenance $330.00 $0.00 1 FirstPass - Training / Consulting $2,000.00 $2,000.00 1 FirstPass - Project Management $1,500.00 $1,500.00 Sub-total $53,520.00 EMS PowerBI Report / Dashboard 1 Agency "External" EMS Public Facing Dashboard $7,500.00 $7,500.00 1 "External" EMS Public Facing Dashboard Annual Support & Maintenance $3,500.00 $3,500.00 Sub-total $11,000.00 $72,020.00 $28,989.41 $1,822.74 $72,020.00 $13,146.00 $13,803.30 $14,493.47 $15,218.14 Accepted: Title: Date: Important Project Notes NOTE: If Customer's data from CAD, ePCR, RMS (or other system(s)) is to be provided to FirstWatch via another Vendors Hosted Environment, fees payable to that Vendor (not reflected/included in this project quote) may be required. FirstWatch recommends that the Customer learn about options and costs associated with their Hosted Vendors approach & process - as fees will likely be required by Vendor to establish data feed/connection into FirstWatch. If customer plans to switch Vendor for CAD, ePCR or RMS (other data system) from existing data interface feeding into FirstWatch, in addition to the Data Source Interface fee of $7,500, additional work & fees will be required to convert specialized system enhancement modules such as FirstPass, OCU as well as Complex Triggers & Customized Reports, all of which can be Price upon Request (in advance). Also; when Customer selects a new Vendor (for CAD, ePCR or RMS (other data system)), FirstWatch highly recommends a minimum of 90-day advanced notice so as to provide quote for work required, as well as to allow FirstWatch enough lead time to plan conversion work prior to new system cut-over. Additional Details about Proposed Project and Data Source Interfaces and Changes are outlined on Page 2. All Fees Quoted are in US Dollars (USD). Estimated Annual Support & Maintenance for Year 4 (based on a 5% annual increase): Estimated Annual Support & Maintenance for Year 5 (based on a 5% annual increase): System Enhancement Quote System Enhancement (Payment of All Year One Fees) - Total: Option #2 - Payment of All Year One Fees FirstWatch offers the following payment option choices for your consideration Option #1 - 'Software as a Service' Payments Total of Items Above (in USD) System Enhancement 'Software as a Service' Start-up Services & 1st Month Subscription Fee - Total: Monthly Subscription Fee: Please see Page 2 for Additional Information - OR - Estimated Annual Support & Maintenance beyond Year 1 (not applicable to Software as a Service option above) Estimated Annual Support & Maintenance for Year 2 (based on a 5% annual increase): Estimated Annual Support & Maintenance for Year 3 (based on a 5% annual increase): To authorize FirstWatch to proceed with proposed enhancements, please send PO or signed copy (all pages) back to: Fax - Sales @ (760) 268-0922 or Email - damaya@firstwatch.net Thank you for the opportunity to present this quote. Ft.Ft.Worth Fire FirstPass ProposalWorth Fire FirstPass ProposalWorth Fire FirstPass ProposalWorth Fire FirstPass ProposalWorth Fire FirstPass Proposal EXHIBIT D Network Access Agreement This Network Access Agreement (“Access Agreement”) is made and entered into by and between the City of Fort Worth (“City,”) a Texas home rule municipality, and FirstWatch Solutions, Inc. 1. The Network. The City owns and operates a computing environment and network (collectively the “Network”). Vendor wishes to access the City’s Network in order to provide services as described in the Agreement. In order to provide the necessary support, Vendor needs access to various City systems as it pertains to the services agreed upon in the aforementioned Agreement. 2. Grant of Limited Access.Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing provided services as described in the Vendor Services Agreement. Such access is granted subject to the terms and conditions forth in this Access Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Access Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then, this Access Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. Otherwise, access rights will automatically expire one (1) year from the date of this Access Agreement (“Expiration Date”). Services are being provided in accordance with City Secretary Contract No. ________. (“Agreement”) Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No. ______. (“PSK #”) Services are being provided in accordance with the Agreement to which this Access Agreement is attached. (“Agreement”) Services are being provided without a City Secretary Contract at no cost to the City No services are being provided pursuant to this Access Agreement 4. Renewal. This Access Agreement shall renew in accordance with the term of the Contract or PSK #. If there is no Contract or PSK #, this Access Agreement may be renewed annually by City, in its sole discretion, at the end of the Expiration Date and each renewal term thereafter. Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Access Agreement. 5. Network Restrictions. Vendor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Access Agreement. A breach by Vendor, its officers, agents, servants, employees or representatives, of this Access Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Access Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data, terminate the Access Agreement, and pursue any other remedies that the City may have under this Access Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Access Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Access Agreement, Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the City’s Network. 7. Information Security. Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City’s Network, including but not limited to, theft of Vendor-owned equipment that contains City-provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS ACCESS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDORMAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR 'S DATA ON ACCOUNT OF ANY BREACH OF THIS ACCESS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, VENDORSHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR 'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Vendor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Vendor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit.Vendor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Vendor involving transactions relating to this Access Agreement. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor reasonable advance notice of intended audits. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 11. Agreement Cumulative.This Access Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Vendor. This Access Agreement and any other documents incorporated herein by reference constitute the entire understanding and Access Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access to and use of the City's Network. 12. Amendments.The terms of this Access Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Vendor. 13. Assignment. Vendor may not assign or in any way transfer any of its interest in this Access Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. Severability.If any provision of this Access Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 15. Force Majeure.Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Access Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. Governing Law / Venue. This Access Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Access Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. Signature Authority. By affixing a signature below, the person signing this Access Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this Access Agreement and to execute this Access Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Access Agreement. F�RT ��RTH�} City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Firstwatch solutions, Inc. Subject of the Agreement: New Agreement with FirstWatch Solutions, Inc. M&C Approved by the Council? * Yes ❑ No 8 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? XYes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: September 30, 2025 Expiration Date: October 1, 2026 If�different from lhe approval date. If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If so, please ensure it is attached to the approving M&C or attached to the contract. Proj ect Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processin� in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the infor7nation is required and if the information is nol provided, the contract will be returned to the department. 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