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Ted Semonious
Battalion Chief, Tech Services
Fresno Fire Department
911 H Street
Fresno, CA93721
Dear Chief Semonious,
We are pleased and honored that you have chosen to deploy the FírstWatch@ Early Event Detection
System at Fresno Fire. You are joining a growing number of communities, large and small, who
recognize the value of real-time syndromic surveillance, situational awareness, operational analysis and
alerting ability found in FirstWatch.
Please accept the following documents; starting with a short 3-page license agreement along with other
documentation to assist with the acquisition and installation of your FirstWatch System.
Software License Ag reement:
Schedule A: Project Services, pricing, payment schedule, contact information and technical
specification
Schedule B: HIPAA Business Associate Compliance, This is our standard agreement which we
offer for your consideration, however if vour agencv uses it's own standard HIPAA aqreement we
would oladly consider it as a replacement to this version
Schedule G: Acceptance Test Plan. This document can be used to validate the FirstWatch
system is operating to specifications
Please review these documents and feel free to contact FirstWatch if you have any questions or
comments.
Best Regards,
laj ßecûeíi
Jay Bechelli
Project Manager
760.943.9123 x206
jbechel lí@FirstWatch. net
www.FirstWatch.net
322 Encinitas Blvd., Suite 100 . Encinitas,C^ 92024. Phone 760943.9123 . Fax760-942-8329
REAL.IIMË EAFLY WARNIÑ6
'Y!ÎCM
FIRST!øATCH SOLUTION S, IN C. SO F:TWARE LICENSE AGRE,EMENT
l. Partie¡; Efetiue Date. TL:ts Software License
Agreement ('?greement') is between FirstWatch
Solutions, Inc., 322 Encinitas Blvd., Suite 100,
Encinitas, Czltfornia 92024 ("FttstWatch') and
the undersigned software user City of Fresno, a
Cahfornia Municþal Co¡potation ("Client'). This
Agteement is effective on the date last signed
("Effective Date').
2. Purþ0rc of Agreernent. FirstWatch is a providet of
data monitoring and biosurveillance software and
related sewices to organizatons and agencies in
the helds of public health and public safety.
Client desires a ]icense to use the Firstrü(/atch
software identifred ofl Schedule À ("Software")
according to the terms of this Agreement.
3. Grant of Licenv. First\7atch grants Client a license to
load and execute the Softu/are on a computer located at
the Site identified on Schedule A for use by its
employees and staff in connection with its syndromic
suweillance system. Client may make backup and
archival copies of the Software.
4. Iticexse Tenz; Mainlenance Servite¡. The term of the
Software license is perpetual. However, Client shall be
entitled to Software updates, upgrades, enhancements,
new vetsions, bug fixes, other imptovements to the
Software and access to the FirstWatch Subscriber Site,
and to technical assistance telating to the Software, for
the term(s) described in Schedu-le r\ of this Softwate
License Àgreement and with pâyment in full for the
maintenance portion of the agreement. The term of
Software Maintenance and Suppott commences upon
the date of Software Acceptance.
5. Fir¡rlYatch Intellectaal PrEetl Nghts. The license is
nontransfetable and nonassignable without the prior,
written permission of FirstWatch. Client may not
modi$r, enhance, or creâte derivative works, decompile,
disassemble, or reverse eng'ineer the Software, or make
copies other than as autlorized in Section 3. ,{ll rights
not licensed are reserved to FirstWatch and no rights
may be implied. FirstìØatch 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. Deliuery, Installation, and Testin¿. Client is responsible
for acquiring all hardwate, equipment, and other
software; for preparing the site (including physical and
electrical requirements); for propetly configuring the
computing environment on which the Software will
reside, and for installing the Software in accordance
with Schedule À and any other requirements provided
by trirst!Øatch in writing. Client shall test the Software
within ten (10) days after FirstWatch has enabled
Client's access to the Sofrware.
7. Acceptance. The Software is Accepted upon the
eadier of when (a) Client determines that the Software
performs in accordance with the criteria set forth in the
Àcceptance Test Plan ('ATP'), set forth in Schedule C,
or þ) the Software has been installed for thirty (30)
days and Client has not advised FirstWatch that the
Software fails to matedally conform to the ATP. If the
Software does not so perform for reasons inherent in
the Software (and not, for example, third party
hardware, softwate, equipment, or system
conhguration), 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) Âccept 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 certifi 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 ot reject the Soffware. The
foregoing is the sole remedy available in the event of
nonconforming S oftware.
8. Client Satisfacrion. Firstl7atch desires that Client is
frrlly satisfied with the Software and Services. If, within
ninety (90) days after installation, fot ary reason, Client
is not satisf,red with the Sofnvare, Client may elect to
teturrì the Software and receive a frrll refrrnd of all
Sofrware license fees paid to FirstWatch.
9. Fee¡ and Palmeút. Client shall pay all fees according
to the tetms of Schedule À Client shall pay for alJ
travel-telated expenses (e4, gound transportation,
accommodations, food) incurred by Firstìíatch 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 sewices will be pursuant
to â separâte written âgreement. Client is responsible
fot payment of all sales arrdf or use tâxes arising out of
its use of the Software.
1,0. B ødgtt Appropriati o n.
During its annual budgeting process, Client shall
consider, and will use its best efforts to appropriate
funding to meet its License Fee payments, and other
estimated costs under this License Agteement for the
Client's ftscal yezr under consideration.
In the event of non-appropdation relating to this
License Agteement, Client shall have the right to
terminate this License Agreement at the end of any
hscal year of Client, in the mannet and subject to the
terms specified in this section. Client shall endeavor to
give written notice of such termination not fewer than
thirty (30) days prior to the end ofsuch fiscal year, and
shall noti$r First\Watch of any anticipated termination.
www. F irstWatch. net
322 Encinitas Blvd., Suite 100 . Encinitas,CA 92024. Phone 760.943.9123. Fax760-942-8329
For purposes of this section, "ftscal yearrr shall mean Sections 4, 5, or 14, in no event shall eithet party be
thetwelvemonthfiscalperiodofClientwhich liable to the other, under any theory of recovery,
commences onJuly 1 in every yearatd ends the including contract, negligence, strict liability, v¡ârrânty
followingJune30.Forpurposesofthispatagaph, or products liability, in an amount in excess of the
"non-appropriation" shall mean the failue of Client ot amount Client paid to FfustWatch for products and
Client's goveming body to appropriâte morìey for my services. Any claims relating to this Agreement shall be
fiscal year of Client or Client's goveming body to brought within two (2) yearc afÌer the occurrence of the
appropriate money for any fiscal year of Client event giviflg dse to the cause of action.
sufficient for the continued performance of this 13. Terruination. Either party may terminate this
License A.greement by Client. Agreement if there is a matedal breach by either party
Shouid Client terminate this License Agteement that is not cured within thrrty (30) days after receipt of
pursuânt to this Section, Client shall, at its own cost writteri notice of such breach. Upon terminaúon of
and expense, discontinue using the Softwate and tetutn this Agreement, Client shall ptomptly discontinue using
to FirstW'atch, or certi4' in writing, the destruction of the Software and tetum to Firstnüatch, ot certifir in
all Software, Documentation, and FirstWatch training writing, the destruction of all Software,
materials. Client shall pay License Fees and other Documentation, and FirstWatch tnining matetials.
amourits owed to FirstWatch at the then existing 14. Indemnfication.
monthly pro-rated basis until the use of the Software is First!7atch shall indemnifi, hold harmless and defend
discontinued and all Software, Documentation and Client and each of its officers, officials, employees,
First!7atch training matedals ^re desttoyed. agents and volunteers from any and all loss, liability,
Notwithstanding anything to the coîtta;ry in the fines, penalties, forfeitures, costs and damages (whether
foregoing nothing in this Section shall dirninish any in contract, tort or strict liability, including but not
contractual right FitsttüØatch may have hereunder, or limited to personal injury, death at any time and
any dght at law or in equity they have with respect to property damage) incutred by Client, FirstWatch or any
this Agteement ot the Client. other petson, and ftom any ar;.d all claims, demands
11. Linited lVaranlies; Exclttions. and actions in law or equity (including attomey's fees
FirstWatch wârrânts that during the Acceptance testing and litigation expenses), adsing or alleged to have
period, and whfe Client is receiving coveted arisen directly ot indirectþ out of perfotmance of this
Maintenance Services per section 4 of this Agteement, Agreement. FirstWatch's obligations under the
the Software will perform in substantial conformance preceding sentence shall apply regatdless of whether
with the ATP, provided that the Software has been Client or any of its officers, officials, employees, agents
used as specified by FirstWatch. Ffust!Øatch will use its or volunteets zte actively or passiveþ negligent, but
best efforts to coffect any material nonconformance shall not apply to any loss, liability, fines, penalties,
within ten (10) business days aftet receipt of wdtten forfeitures, costs or damages caused solely by the active
notice of such nonconfonnânce and Client's provision negligence ot by the willfi:l misconduct of Client or
of ar;y data, output, or othet documentation or any of its officets, officials, employees, agents or
description of the nonconformance. volunteers.
The lirnited software 'wa;tta;îty applies only to Software If FirstWatch should subcontract al7 ot any pottion of
used in accordance with the Agteement and does not the work to be perforrned under this Âgreement,
apply if the Software media or Sof¡ware code has been Fi¡stWatch shall require each subcontractor to
subject to accident, misuse, ot modification by a party indemni$r, hold hatmless and defend Client and each
othet than FitstìØatch ot as authodzed by FirstWatch. of its officers, officials, employees, agents and
FirstWatch does not wâffânt that the fi¡nctions volunteers in accordance with the terms of the
contained in the Software will meet Client's specific pteceding pangraph.
needs, industry requirements, be errot-ftee, or operate This section shall suwive termination or expiration of
without interruption. this Agteement. First\)Øatch agrees to defend, and
THESE LIMITED ìíARR{NTIES ÂRE IN LIEU herebyindemnifies,Clien¡fromalldamages, losses,
OF, .A,ND CLIENT HEREBY IøAI\IES, AIL fees, and expenses av/arded by a court of competent
OTHER !øARtu\NTIES, EXPRESS OR IMPLIED, jurisdiction, ot reached through a settlement, arising
INCLUDING, WITHOUT LIMIT.A.TION, ANY out of Client's use of the Software or Documentation
VøÀRR \NTY OF MERCFTA,NTABILITY OR when such claim is based upon a third party claim that
FITNESS FOR Â PARTICUL\R PURPOSE. the Software infringes a U.S. patenq ttademark,
72. I-.initation of Liabiliry. Neither party shall be liable copydght or trade secret; provided that (a) Client
for indirect, incidental, consequential, special, punitive promptly notifies First!7atch in wdting of such claim;
ot exemplary damages, or for lost ptofits ot business þ) FintWatch has sole control over the investigation,
intetruption losses, in connection with the Software or litigation and negotiation of such claim; (c) Client is
this Àgreement, regardless of whether it has been made cutrent in its payments and in compliance with its
aware of their possibility. Other than amorrits due to a obligations undet this Agreement; and (d) Client
party pursuant to Sections 9 or 13, or the breach of reasonablycooperate,attheexpenseofFirst!Øatch,in
the defense ot settlement of such claim. This
indemrrification applies only to the Software delivered
by FirstWatch and shall not apply if the Software has
been modified by party other than Fírst$Øatch, or if the
Software has been combined with (ot used in
connection with) other products and used as zpafi of
an infringing process ot 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 Fi¡st!Øatch may either (a) procure (at its
expense) Client's right to continue using the Software,
or þ) teplace or modifi the Software to avoid the claim
of infringement. If neither of the fotegoing altematives
is reasonably available to First\J7atch, then Firstllatch
may terminate this licensee and refund to Client the
license fees paid for the Software on a straight line
three-year depreciation basis. This states the entire
Iiability of FirstnØatch with tespect to third party claims
of intellectual property infringement.
15. Confdentialiflt.
First!Øatch and Client may have access to information
that the othet considets to be confidential, private, or a
üade secret. This information may include, but is not
lirnited to, patient or other data, the Software,
technical know-how, technical specifications, software
code, mannets of conducting business and opetations,
strategic business plans, systems, results of testing,
financial information, and third-party information
("Infotmation").
Without the priot written consert of the disclosing
Party, the receiving Party will not use any Infotmation
except in performing under this Agreement and u¡ill
not, by aîy ^ct or failure to act, divulge to any third
parry, ú cause to be entered into the public domain,
any Infotmation. F,acln party shall maintain the
confidentiality of all Infotmation in the same manner in
which it protects its own information of like kind, but
in no event shall either pâtry take less than reasonable
precautions to preveflt the unauthorized disclosute or
use of the Information.
Upon termination of the Agteement, or upon a party's
request, each party shall retum to the other all
Information of the other in its possession. All
provisions of the Agreement telatìng to confidentiality,
ownetship, and limitations of liability shall survive the
termination of the Agteement.
16. Ownersltip of Data. The parties acknowledge and
agree that all Client data ("DaIa"), is and shall remain
the exclusive property of Client. First!íatch
acknowledges that in performing its obligations under
the Agreement it may have access to Client netwotks
a¡d Data FirstWatch vrill use and access such Data
only as necessary for the pu{pose of providing the
services and supporting the Softwate as agteed.
16. HIPAA. rülith tespect to any protected health
information ('PHf) and to the extent First\X/atch is
subject to the provisions of the Health Insurance
PortabiJity and ,\ccountability Act as a Business
Associate, FirstlØatch shall (a) riot use or disclose PHI
other than as permitted or requited by any agreemeflt
between FirstWatch and Client, or as required by law,
þ) use appropriate safeguards to preveflt use ot
disclosure of the PHI, (c) report to Client any
rmauthorized use or disclosure of the PHI of which it
becomes awate, (d) eflsure that agent or
subcontractot that accesses PHI in order to assist
First!Øatch in providing the Services will be bound by
the provisions of this Section, (e) reasonably cooperate
with Client to make its intemal practices, books, and
records, including policies and procedures relating to
the use and disclosure of PHI available to
^goveÍnmentâl agency in the event a governmental
^geflcy requests such information, (f) document all its
disclosures of PHI and infotmation related to such
disclosures, and notifii Client of such disclosures, (g)
retum ot destroy â11 PHI upon termination of the
Sewices 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 ptecedence and control over the
terms of this Section 16.
17. Couemingl-¿a and Venae.
This Agteement shall be govemed by, and construed
and enforced in accordance with, the laws of the State
of California without tegard to any conflict of laws
principles. Venue fot pulposes of the fiIing of any
action regarding the enfotcemerit or inte¡pretation of
this Agteemenr ard arry rights and duties hereundet
shall be Ftesno County, California.
78. Ceneral.
All required communications shall be in writing and
addressed to the recipient party at its address set forth
in this Ageement, addressed to the person who sþed
the ,\gteement on behalf of such p^rty, or to such
address and person
^s
rn y be desþated by such party
in writing. All commurrications are deemed given when
hand-delivered; ot if mailed, by registered mail with
vetification of receþt, upon date of mailing; ot if by
electronic mail or facsimile, when teceived (with
verification of transmission sent promptly to the
receiving party ùong with a hatd copy of the
communication).
Any part of the Âgteement held to be invalid ot
u¡enfotceable, shall be tevised so as to make it valid
and enforceable, consistent with the intent of the
parties expressed in that provision. ,\tl other
provisions of the Ageement v"ill remain in fi¡ll force
and effect. The remedies accorded Fitst!íatch ate
cumulative and in addition to those provided by law.
The Agreement, all Schedules (,\-C), and
^nyamendments thereto constitute the entire
understanding of the parties with respect to the subject
matter of the Agteement and replaces all pdor and
contempotaneous written and oral communications,
ptomises, or understandings. The -Agteement shall be
govemed by the laws of the State of Califomia and may
4
be amended only by a writing sþed on behalf of both
parties. Electronic mail shall not be deemed to
constitute a signed writing for purposes of this
modification provision unless exptessly identified as an
amendment. No waiver of any right ot temedy will be
effective unless given in writing and sþed on behalf of
the party making such waiver. No purchase order or
othet administrative document will amend the
Agteement unless sþed by an tepresentative of both
parties and identified as ^rL amendment to the
Agreement, even if accepted by the receiving party
v¡ithout objection.
Client may not assþ any rights or delegate any duties
r¡nder the Agreement without the ptiot, written
consent of Firstlíatch, which will not be unreasonably
withheld, ar'd arly attempt to do so 'vithout consent will
be void. The Agreement is binding upon the parties'
successors and permitted assþs.
Todd Stout, President
APPRO\G,D AS TO FORM:
Douglas T. Sloan
CttyA
IN !øITNESS WHEREOF, the parties have executed this ,\gteement at Fresno, Califomia, the day andyear fust above
wfltten.
CITY OF FRESNO,
a Cal.ifomia municþal corporation
First ìØatch Solutions, Inc.
Deputy
By'?nnvftMt n-
By'
J. Robert Brown Fire Chief
ATTEST:
Yvonne Spence, CMC
City Clerk
Deputy City Attorney
Schedule A: Project Services, Pricing & Payment Schedule, Gontact lnformation
& Technical Specifications
Proiect Services:
. Single license of FirstWatch Thin-Client (Remote Data Gathering) Software installed on
Licensee's dedicated FirstWatch PC/Server
All data integration with Fresno Fire Departments TriTech Computer-Aided
Dispatch (CAD) and Tiburon Record Management System Systems integrated
via:. Connectivity to a data source via ODBC or similar means;r or Text or XML fiTe output for each incident from a Licensee-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.
Data Shuttle, remote connectivity and other software and processes on
Licensee's dedicated FirstWatch PC which work together to reliably and securely
transmit data to the FirstWatch Data Center, and allow for remote support, using
Licensee-provided, always-on lnternet 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 Licensee'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) Licensee-specific user login(s) and password(s) to allow up to fifty
(50) simultaneous users on the FirstWatch subscriber lnternet site. (Access by additional
users may be purchased, and access via FirstWatch to other, 3'd-party services or tools,
may be licensed separately.)
Provide the ability for the Licensee to define all system included and client purchased
"trigger sets" for monitoring by FirstWatch.
Provide the ability for the Licensee 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.
6
Pricing and Payment Schedule:
Line #Description otv.Unit Extended
1 Svstem License* (DSl-TriTech CAD)1 $39.082 $39,082
2 Annual Maintenance* (DS1)1 $8,598 $8,598
3 Data Source lnteqration (DS1)1 $7,500 $7,500
4 I nstallation / Confiquration 1 $2.500 $2,500
5 Trainino/Triooer Consultation/Proiect Mo mt.1 $6,500 $6.500
6 Svstem License (DS2- Tiburon RMS)1 $27,357 $27,357
7 Annual Maintenance (DS2)1 $6,019 $6,019
8 Data Source lnteqration (DS2)1 $7,500 $7,500
9 Reoular Svstem Triqqers (included)20 $0 $0
10 Additional Regular System Triggers (Year 1)l0 $600 $6,000
11 Performance PLUS Module 1 $2,500 $2,500
12 Annual Maintenance (PP Module)1 $550 $550
13 Total Price $114,106
* License and Maintenance costs are for monitoring Fresno Fire EMS and Fire Calls. Assumptions based
on 50,000 annual incidents, and include a 'buffed of plus or minus (t) 20% of the call volume.
The pricing outlíned above is based upon the FirstWatch Traditional - All Year 1 fees ($114,106) paid in
Year 1, using a project / performance formula break-down as follows: 50% due upon contract signing,
40o/o due upon installation and 10% due at Acceptance project milestones.
However, the Fresno Fire Department Software as a Service (SaaS) FirstWatch Payment Plan
outlined directly below is based upon an alternate "pay over-time" SaaS payment plan, rather than the
Traditional payment program (which requires 100% of tne $114,106 in project fees to be paid in fullwithin
Year 1).
FirstWatch has agreed to offer a Software as a Service (SaaS) 60-month / 5 (five) year payment /
financing program to Fresno Fire Department. SaaS is modeled upon a pay over-time (monthly
installment) payment plan which includes (1) lnitiation Payment of $29,503 (Start-up, Data lnterface(s) &
1't Month Subscription Fee) and recurring, fixed monthly SaaS installment payments of $3,003 for each of
the remaining 59 months. (Total of 59 monthly installments, plus lnitiation payment = the SaaS payment
program).
Should Fresno Fire terminate SaaS payments before the full 60-month cycle has been completed, the
FirstWatch project & support payment plan will revert back to the Traditional: All Year 1 fees (plus any
recurring annual support fees due after Year I ) becoming due and payable. An early termination pro-
rated "roll back" reconciliation will be created and compared: SaaS payments made versus the standard
FirstWatch payments that would have been made (over the same time period) and any shortfalls in
monies collected by FirstWatch between Traditional versus the SaaS will be computed and invoiced for
and owed by Fresno Fire.
Maintenance fees beyond the Term of this SaaS 60-month / 5 year Agreement will recur and reflect then-
current FirstWatch maintenance and support rates unless otherwise agreed on by both parties.
Fresno Fire Dept. FirstWatch Payment Schedule
lnitiation Payment: Start-up, Data lnterface(s) & I't Month Subscription Fee
>Due 30 days after SLA signature invoicing
On-going Monthly Subscription Fee
Month 2-60 (5 year)
>Due 30 davs after lnstallation invoicin
Gontact Information:
Licensor
Contact
Tax l.D. No.
05-0544884
Todd Stout, President
FirstWatch@
322 Encinitas Blvd., Suite
100
Encinitas, California, 92024
Phone: 760-943-9123
Fax: 760-942-8329
Emai | : tstout@fi rstwatch. net
Licensee
Contact
Ted Semonious
Battalion Chief
Fresno Fire Department
911 H Street
Fresno CA93721
Phone : (559) 621-4405 Mobile : (559)
908-9712
Ema i I :Theodore. Semon ious@fresno. gov
FirstWatch Hardware Requirements :
Minimum (onlv if usinq existinq equipment)Preferred (req u i red/min i mum if new eq u ipment)
Dedicated PC or Virlual Machine used exclusively for
FirstWatch ourposes
Dedicated Server or Virtual Machine used exclusively for
FirstWatch ourooses
Pentium lV Compatible 2.0GHz or better as long as it
meets the minimum requirements for installed OS
Core Duo 2.4Gïzor better
1GB RAM or better 4GB RAM or better
250G8 Hard Drive or larger (two partitions 20GB (OS),
balance as data)
500G8 Hard Drive or larger (two partitions 20GB (OS),
balance as data)
10/100mb Ethernet Card 100mb / 1GB Ethernet Card
16l32bi|color video, capable of displaying 1024 x 768 in
"High' or'True" color
16/32bit color video, capable of displaying 1024 x 768 in
"High'or True'color
Kevboard / mouse / monitor or via KVM Kevboard / mouse i monitor or via KVM
CD-R/CD R-RW drive or better CD-RWDVD drive or better
ãnt:
Minimum Preferred
Microsoft Windows 2003i2008/XP/Vista/7 Professional
includinq all the latest updates and patches loaded
Microsoft Windows Server 2008 (64bit) Standard Edition
includinq all the latest updates.
Complete (run all from my hard drive) installation of
Microsoft Access 2007 or later including all the latest
updates and patches loaded. lf the database to be
monitored is MS SQL Server, SQL Server Management
Studio can be installed instead of MS Access,
Note: lf Priority Alert was purchased, prefened
specifications are required.
Complete (run allfrom my hard drive) installation of
Microsoft Access 2007 or later including all the latest
updates and patches loaded, lf the database to be
monitored is MS SQL Server, SQL Server Management
Studio can be installed instead of MS Access.
NOTE: The FirstWatch Priority Alert Module Requires
MS SQL Server 2008 R2 Express Edition download for
free at:
htto ://www. microsoft, com/express/d
ODBC driver or other licensed and approved connectivity
to underlying database
ODBC driver or other licensed and approved connectivity
to underlying database
Virus Protection Software of customers choosinq Virus Protection Software of customers choosinq
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 3.5. (installed with loca
FirstWatch Thin Client Software)
Microsoft ,NET Framework Version 3.5 (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,
FW Softwa re/Hardwa re Requirements
9
Always-on high speed broadband lnternet connectivity under customer specified and controlled security settings;
Recommend static lP address with hardware firewall,
Read-only Network access to database(s) being monitored (ODBC connection)
Outbound access for HTTP (port 80)and HTTPS (port aa3)with access to *.firstwatch,net,
For agencies using FirstWatch provided WebEx Remote Access 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. ln
most cases, the lP Range that can be used to add an exception for the firewall or proxy is 64.68.96.0-
64.68.127.255.
SMTP account and access through client controlled server (preferred, not required) or SMTP access to
mail,stoutsolutions,com and mail.firstwatch,net. SMTP will be required for Priority Alerting Module if it was
Local (not network) 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 circuit(s) and HVAC controlled secure
environment.
Minimum
Allow FirsMatch access to the dedicated machíne via WebEx Remote Access client services (or authorized
substitute, including VPN). WebEx Remote Access client software provided with FirstWatch under maintenance and
service agreement. lf VPN or other connection requires additional hardware or software on client or support side, it
will be the responsibility of the customer to supply ít.
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 or in a virtual server
environment. We have successfully deployed in a combination of these configurations and are willing to aftempt 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 FirsMatch applications may affect the other applications. Therefore, if the
client decides to move fonruard in this manner and results in ongoing problems with our application, we will
respectfully request that our system be transfened to a dedicated machine for the purpose of running the
FirstWatch applications, FirsMatch staff will be happy to assist the client with reconfiguring the FirsMatch system
on a new machine.
10
Schedule B: FIRSTWATCH SOLUTIONS, lNC. DATA ACCESS AND DATA
SHARING AGREEMENT
Example HIPAA Business Associate Compliance (Or use yaur own)
This Business ,\ssociate Agteement (lgreement') is entered into between Firstlù7atch Solutions, Inc.,322
Encinitas Blvd., Suite 100, Encinitas, Califomia 92024 ("FirstWatch') and the Fresno Fìre Department
identified in the Data Access andDara Shadng Agteement ("Agency'), in futtherance of the obligations of
the Health fnsurance Portability and Accountability Act of 1.996 and its accompanying regulations that relate
to the privacy of individually identifiable health information ("HIPAr\').
/. Defnition. "PHI" means'þrotected health information" of ^rt individual or a patient (as defined in
45 CFR 1.64.501), but includes only the individually identiflable health information that is created or received
by FirstWatch ftom or on behalf of Agency. Terms not otherwise defined in this Agreement have the same
meaning as those terms undet HIPA,\.
2. Obligatiow ønd Actiuitie¡ of Fintll/øhch. First!Øatch agrees to do each of the following:
(") Not use or disclose PHI other than as permitted or requircd by this Agteement or as Required
by Law (as defined in 45 CFR 764.501);
(b) Use appropriate safeguards to prevent the use ot disclosute of PHI other than as provided for by
this Agreement;
O Document and report to ,{.gency uses or disclosures of PHI that are not peffnitted under this
Agteement, of which FirstWatch becomes
^:w^re;
(d) Make available its tecords telating to the uses and disclosutes of PHI for inspection by the
Secretary of the Health and Human Services fot the purpose of determining Âgency's
compliance u¡ith its obligations under HIPAA; provided that FirstWatch is not required to
disclose information that it deems confidential or proprietary; and
G) Disclose PHI to its employees, subcontractors and agents only if such entities are either
conftactually or legally bound to rest¡ictions and conditions with respect to the PHI that are no
less testrictive than those contained in this Agteement.
3. Pennined U¡e¡ and Di¡closure¡ of PHI B1 FirctIYatclt- Notwithstanding anything to the contralry in this
Agteement, Fits t\üatch may:
(") Use and disclose PHI to perform the functions, activities, or services fot or on behalf of its
Clieng ot in accordance v¡ith the terms of its Agreement with Agency;
þ) Use PHI for the proper manâgement and administration of its business and to c rry out any
present or future legal responsibilities of FirstWatch;
G) Disclose PHI for the propet management and administration of its business and to c ffy out its
legal responsibilities; provided that (i) such disclosures are Requfued by Law or (ü) First\Watch
obtains reasonable assurances from the persorì to whom the information is disclosed that the
PHI v/ill remain confidential (and used or further disclosed only as Requfued by Law or for the
purpose fot which it'¡¡as disclosed to that person), and such person agrees to noti$'FirstWatch
if it discovers that the confidentiality of the information has been breached;
(d) Use PHI to ptovide data aggtegation services as perrnitted by 45 CFR ßa.50aþ)Q)(i)(B); and
G) Disclose PHI to report violations of law to appropriate federal and state authorities consistent
u/ith 45 CFR 164.502(j)(1).
11
4. Obli¿atiorc of ,zþengt. Agency shall:
(") Notift FirstWatch in writing of any limitation ìn its notice of privacy ptactices if such limitation
may affect Fi-tstWatch's use or disclosure of PHI;
(b) Provide FitstWatch in writing with any changes in, or tevocation of, permission by an individual
to use or disclose PHI, if such changes affect First\Øatch's perrritted ot required uses and
disclosutes of PHI;
G) Noti$r FirstWatch of aLny restriction on the use ot disclosure of an individuafs PHI that ,{.gency
has agreed to in accordance with 45 CFR 1,64.522, if such restriction may affect FirstWatch's use
or disclosute of PHI; and
(d) Not request FirstWatch to use or disclose PHI ìn any manner that would not be permissible
under HIP,\,\ if done by Âgency.
5. Terrn. The term of this Agreement begins on the date the Agteement is last signed by both paties
and shall terminate concurrently with the termination or expiration of the License Agteement, unless
terminated eadier as permitted under this Â.gteement. Upon termination ot expiration of this Agreement,
FirstWatch shall either retum to Agenry or destroy all PHI in its possession. If Ftst!7atch is unable to
return or destroy PHI upon termination or expiration, it will extend the protections of this Agreement to
such PHI for so long as FitstWatch retains possession of such PHI.
6. General. Either p^fiy may tetminate this Agreement if the other patty engages in any activity or
practice that constitutes a breach of this Agreement, and the bteaching party fails to cure the bteach u¡ithin
thirty (30) days following receþt of notice of such violation. This Agreement shall be construed under the
laws of the State of California and the federal laws of the United States.
i7
FirstWatch Solutions,Inc. Date
,3
t2
Schedule G: Acceptance Test Plan
lntroduction
The purpose of the Acceptance Test Plan is to provide the customer with a tool to guide them
through the verification process resulting in system acceptance. This document will walk
through the most commonly used functionality of the product and provide 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
First\Match does NOT contain patient destination for an ambulance call, then FirstWatch can not
make it available for the user to view or test.
1
Navigate to the FirstWatch
Subscriber Site
subscriber.fi rstwatch. net
FirstWatch Subscriber Site
displays
2
Enter a Username and Password
provided to you by FirstWatch.
Successfully log into
Status Page showing a
quick-view of one or more
triooers
3
Launch your AII Calls Triqqer New window opens
showing the Graphlt
Summarv Paoe
4
Check the Hide Min/Max Events
box above the Actual Events
Graoh.
Shaded area (if present)
along Actual Events line
willdisappear.
5
Check the Hide Hourly Events
box above the Actual Events
Graoh
Bars along bottom axis will
disappear
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.
7
Click View Alert Confiquration 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."
I
Click the Event List link in the top
of the paoe.
Page displays a line listing
of events.
13
I
Click a hyperlink field from one of
the events in the line listing.
Page displays a drill-down
of data related to
incidenUevent selected.
10
Click the MaoShot link from the
top of the page. MapShot link is
only present for data sets that
include geo-data.
Page displays a map with
icons representing location
of incidents/events.
Thematic maps display
shaded areas for data sets
which include non-geo-
soecific data elements.
11
Click the Destination link from the
top of the page. (Only present for
data sets which include patient
transport desti nation data)
Page displays a line listing
of events separated by
transport destination.
12
Click the Analvsis Tool link from
the top of the page.
Page displays interactive
toolfor retrospective
analvsis.
13
Specify a Start DateiTime and
Stop Data/Time of the last 7 to 10
days. (Default date range will
include the last 7 days). Click
Graphlt link.
After calculations are
complete, trigger will
display Graphit summary
for date/time range
selected. (calculation time
will increased as date/time
ranqe increases)
14
Click Event List link Page displays line listing of
all events for date/time
ranqe selected.
15
Click MapShot link Page displays MapShot of
all activity for date/time
ranoe selected.
16
Click the Go-Back to real-time
link.
Page returns to Event list
view.
17
Press the Log Out button on the
top right corner of this trigger.
User will be logged out
and redirected to
FirstWatch Subscriber site.
IB
Press the Log Out button on the
top right corner of the Trigger
Status Page (1st page displayed
after login)
User will be logged out
and redirected to
FirstWatch Subscriber site.
Client Name
Client Siqnature
Acceptance ft
Conditional Acceptance tI
Reiected f
lf Conditional or Reiected please specify reason(s) in detail:
When completed, please fax this form to FirstWatch at 760-942-8329.
T4