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HomeMy WebLinkAbout22-1219 e-Pact Networkt PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this _19_day of _December_, 2022, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and ePACT Network Ltd., a Canadian corporation, (hereinafter referred to as "ePACT"). NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. PURCHASE. City shall purchase, and ePACT shall sell the goods and/or services described by Attachments A and B, attached hereto and made a part hereof. 2. TERMS. This Agreement shall be subject to the terms and conditions contained herein and as provided by Attachments A and B. 3. TERM. This agreement shall commence on January 3, 2023 and shall terminate January 2, 2024 (the "Initial Term"). This agreement shall automatically renew for additional one (1) year periods (each a "Renewal Term") unless either parry provides written notice to the other party within thirty (30) days from the end of the then -current term of its intent not to renew the agreement. If the City requests that any Renewal Term commence on a date other than immediately after the end of the immediately preceding terms, fees shall be prorated for the remaining portion of the Renewal Term. The maximum delay permitted to the start of any Renewal Term is one month. Fees for any Renewal Term shall be based on the total number of unique Members associated with City's account during the preceding term regardless of the number of Members who may have been associated with City's account at any given point in time. If the total number of Members associated with City's account exceeds the amount for which an invoice has been issued, ePACT shall invoice City for all such Members at its discretion, which City shall pay within (30) days from the date of the invoice. 4. INTEREST. ePACT hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 50511, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this agreement. 5. EXECUTION. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re -executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 6. CONFLICT. In the event of any conflict between the terms and provisions of this purchase agreement and Attachments A or B hereto, the terms and provisions of this purchase agreement shall supersede and control. In the event of any conflict between Attachments A and B, Attachment A shall supersede and control. 7. PAYMENT. City shall pay the total sum of $2,499 within thirty (30) days of city's receipt of invoice. The aforementioned total sum is inclusive of all applicable taxes. City is a tax- exempt governmental entity. 8. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary damages in excess of the purchase price contemplated by this agreement. In no event shall City be liable for any consequential, special or punitive damages, or any damages resulting from loss of profit. 9. WAIVER. Any delay or failure to enforce any rights by either party arising out of or pursuant to this Agreement shall not constitute, and shall not be construed as, a waiver of any such rights. 10. _LIMITATION OF ACTIONS. ePACT shall not be entitled to, and hereby waives, any and all rights that it might have to file suit or bring any cause of action or claim for damages against the City of Elgin and/or its affiliates, officers, employees, agents, attorneys, boards and commissions of any contract related claim and in whatsoever forum after ten (10) years in accordance with Illinois State statute 735 ILCS 5/13-206 from the date of this Agreement. 11. ePACT Network will provide City of Elgin with a user friendly, highly secure, HIPAA compliant web -based solution to collect medical and emergency information for program participants. The following services are included in this agreement: • Enterprise Package • Custom Set-up Electronic Health Record Collection & Management • Waiver Management (E-signature) and Custom Consents • Custom Other Operational Questions and Shared Files Collection • Email, Voice, One -Way and Two -Way Text Messaging • Automated Messaging for Members • Advanced Filtering & Reporting • Mobile App with Offline Access • Check In Check Out Tools including Optional Contactless QR Code • Daily Health Screening & Temperature Tracking (Advance and On -Site Available) • API Integration with RecTrac 3.1 Registration System • Four Dashboards: Camps, Preschool, Before/After School Care, Swim (can be reassigned to other programs as the client sees fit). If the dashboards have not been 2 implemented within two years of contract signing then implementation fees will apply. English only dashboards Account Set Up, Training and Marketing Support • Set-up fees are discounted 100%. 12. ePACT SERVICES. Definitions (a) "Code of Conduct" means the personal information code of conduct attached hereto in Attachment B. (b) "Effective Date" is January 23, 2023. (c) "Emergency" means: (i) any event that presents a reasonable health or safety risk to any Member or an individual in the Member's support network, exclusively or as part of a collective; (ii) a sudden decline in the physical or psychological wellbeing of any Member or an individual in the Member's support network rendering such Member or other individual in need of assistance to ensure their health and safety; and (iii) any other circumstances under which a reasonable person would conclude that the use of Member Content or any other Personal Information is necessary to ensure the health and safety of any Member or an individual in the Member's support network. (d) "ePACT Mobile Application" means any mobile device software provided by ePACT to City (or any of City's Admins) through the Apple App Store or Google Play, including the mobile application titled `ePACT Admin'. (e) "ePACT SaaS Services" means services through which ePACT hosts and makes available the ePACT solution for building support networks of relatives, friends and organizations, to store and exchange information (including personal health information), and to access communication tools for greater interaction and preparation in the course of their participation in programs and services offered by organizations registered with ePACT. The term "ePACT SaaS Services" includes the ePACT Mobile Application, but does not include Technical Support Services or the Professional Services. (f) "PACT Services" means the ePACT SaaS Services, the Technical Support Services and the Professional Services, collectively, and any part thereof. (g) "Member" means any individual affiliated with City that has been identified in the ePACT SaaS Services as a `member'. For greater clarity, Members may, but are not required to become users of the ePACT SaaS Services. (h) "Member Content" means any data, information, content, records, and files relating to a Member that has been transmitted, uploaded or entered into the ePACT SaaS Services by or on behalf of such Member, including any Personal Information about such Member. For greater clarity, Member Content excludes any information, content, records and files relating to a Member that has been transmitted, uploaded or entered into the ePACT SaaS Services by an Organizational Admin that is not on a Member's behalf. (i) Modifications" means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and "Modify" has a corresponding meaning. 0) "Organization Data" means any data, information, content, records, and files that the City loads, downloads from, receives through, transmits to or enters into the ePACT SaaS Services, excluding Member Content. (k) "Organizational Admin" means any user that uses the ePACT Services on behalf of the City, including using the ePACT SaaS Services, using the accounts issued to City in accordance with Agreement. (1) "Organizational Admin Accounts" has the meaning set out in Section 19 herein. (m) "Parry" means either ePACT or City, as the context requires, and "Parties" will mean both ePACT and City, collectively. (n) "Personal Information" means information about an identifiable individual (including, for greater certainty, contact information and personal health information). (o) "Shared Member Content" means any Member Content that a Member has elected to share with the Organization through the ePACT SaaS Services. (p) "Technical Support Services" means the support services described in Section 20 herein. (q) "Website" means any websites used by ePACT to provide the ePACT SaaS Services, including the website located at www.el)actnetwork.com. 13. ePACT Saati 1,,ERVf!QES. (a) Provisioning of the ePACT SaaS Services. ePACT will make the ePACT SaaS Services available to City on the terms and conditions of this Agreement. (b) Suspension of Access; Scheduled Downtime; Modifications. ePACT may, at its discretion: (1) suspend City's access to or use of the ePACT SaaS Services or any component thereof: (A) for scheduled maintenance; C! (B) if City or any City Admin violates any provision of applicable law or this Agreement; or (C) to address any emergency security concerns; and (ii) Modify the ePACT SaaS Services. City shall accept all patches, bug fixes and updates made by or on behalf of ePACT to the ePACT SaaS Services. 14. INFORMATION TRANSFER API SERVICES. City may have entered into agreements with one or more third party software vendors (each, a "Vendor") that permits data (including any data related to City's customers, clients or members) stored in City's account on the Vendor's software ("City's Vendor Account") to be accessed and retrieved via APIs (any access and retrieval by ePACT in accordance with this Agreement, the "Information Transfer API Services"). By providing ePACT with City's API key and/or other credentials necessary to access and use City's Vendor Account, City: (1) grants ePACT the right to retrieve select data from City's Vendor Account on its behalf, and import it into City's account on the ePACT SaaS Services on its behalf; and (2) represents and warrants that it has all rights, consents and permissions necessary to grant the right to ePACT described in clause (1). ePACT will limit any data retrieved from City's Vendor Account to the data (including any data related to City's customers, clients or members) that City has requested be transferred, based on settings in City's account on the ePACT SaaS Services. ePACT will store API keys provided to ePACT using the same security that ePACT uses to store passwords generally on the ePACT SaaS Services. City acknowledges and agrees that the Information Transfer API Services are dependent on the cooperation of Vendor and, accordingly, ePACT is not, and cannot, be responsible for ensuring the availability, uptime, integrity or performance of the Information Transfer API Services. If City makes any requests that ePACT facilitate the transfer of City Information using the Information Transfer API Services, City does so at its own risk. 15. PROFESSIONAL SERVICES. ePACT will use commercially reasonable efforts to perform the Professional Services, if any. 16. OWNERSHIP. (a) City will own all right (including intellectual property rights), title and interest in and to the City Data and, as between City and ePACT, Shared Member Content. City hereby grants to ePACT a nonexclusive, worldwide, royalty -free, irrevocable, fully paid -up right and license to access, use, process, store and transmit City Data to provide the ePACT Services and to exercise its rights hereunder. ePACT may collect and analyze non -identifiable data and other information relating to the provision, use and performance of the ePACT Services and related systems and technologies (including information concerning City Data and data derived therefrom), and during and after the Term of this Agreement, ePACT may use such data and information to improve and enhance the ePACT Services and for other development, diagnostic and corrective purposes in connection with the ePACT Services and other ePACT offerings. (b) PACT or its licensors will own all rights (including intellectual property rights), title and interest in and to: (i) the ePACT Services; (ii) anything developed or delivered by or on behalf of ePACT under this Agreement; and (iii) any Modifications to the foregoing (i) and (ii), except for the City's ownership rights described in Section 16(a). 17. SHARED MEMBER CONTENT. Notwithstanding that, as between the Parties, Shared Member Content will be owned by and the Confidential Information of City pursuant to Section 5(a) and 11(a), the Parties acknowledge that Shared Member Content may be made available by the applicable Member to the City under certain terms and conditions between such Members and the City. Accordingly, City will only use Shared Member Content in accordance with the rights and permissions granted by the applicable Member and ePACT will not be responsible for City's use or misuse of such Shared Member Content. 18. PERSONAL INFORMATION. (a) City will ensure that any collection, access, use and storage (including the storage of copies using ePACT's archival service) of Member Content by City will be performed in accordance with this Agreement, in compliance with applicable law, as well as in accordance with the City's privacy and information retention policies (to the extent such policies are not inconsistent with or contrary to this Agreement or applicable law). City will promptly notify ePACT of any actual or suspected unauthorized access to or use of the ePACT SaaS Services, City Data or Member Content. (b) ePACT will implement reasonable safeguards in an effort to protect personally identifiable City Data and Shared Member Content from unauthorized access, use and disclosure. 19. ORGANIZATIONAL ADMIN ACCOUNT: NOTIFICATION OF BREACH. Upon City's request, ePACT may issue one or more organization accounts for use by individuals on behalf of City (such accounts, the "City Admin Accounts") in accordance with this Agreement. City is responsible for: (a) identifying and authenticating all City Admins; (b) each City Admins' compliance with this Agreement; and (c) all activities that occur on or through the use of any City Admin Accounts. ePACT reserves the right to suspend, deactivate, or replace the Organizational Admin Account if it determines that the Organizational Admin Account may have been used for an unauthorized purpose. 20. SUPPORT. City shall generally have access to ePACT's Customer Success Team: (a) via telephone at 1-855-773-7228 from 9:00 am Pacific to 5:00 pm Pacific from Monday to Friday, (excluding statutory and civic holidays observed in Vancouver, British Columbia); and (b) via email at help@epactnetwork.com. 21. FEES AND PAYMENT. (a) Fees. City shall pay to ePACT the fees described in this Agreement. (b) Changes to the Fees. ePACT reserves the right to change the Fees and institute new charges on each anniversary of the Term upon providing not less than 60 days prior notice to City, 22. CONFIDENTIAL INFORMATION. (a) Definitions. For the purposes of this Section, a Party receiving Confidential Information (as defined below) will be the "Recipient", the Party disclosing such information will be the "Discloser" and "Confidential Information" means information marked or otherwise identified in writing by a Party as proprietary or confidential, or information that, under the circumstances surrounding the disclosure, the Recipient should recognize as being confidential; provided that the Discloser's Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by the Recipient without access to the Discloser's Confidential Information; (ii) information that is publicly available through no wrongful act of the Recipient; (iii) information received by the Recipient from a third party who was free to disclose it without confidentiality obligations; or (iv) information required to be provided pursuant to law, including but not limited to the Illinois Freedom of Information Act (5 ICLS 140/1, et seq.)) (b) Exceptions to Confidentiality,. Notwithstanding anything to the contrary herein, the Recipient may disclose the Discloser's Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Parry's business; or (iii) in the case of ePACT, to potential assignees, acquirers or successors of ePACT if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of ePACT. Notwithstanding anything to the contrary provided for herein, the City's good faith compliance with the Illinois Freedom of Information Act (5 ILCS 140/1, et seq.) shall not construed as and shall not constitute a breach of this Agreement. 23. WARRANTY: DISCLAIMER: INDEMNITY (a) City Warranty, City represents and warrants that it will at all times comply with applicable laws including, but not limited to, any law related to anti-spam prohibitions. (b) GENERAL DISCLAIMER. EPACT DOES NOT WARRANT THAT THE EPACT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE EPACT SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE EPACT SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY EPACT TO CITY ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE EXTENT PERMITTED BY APPLICABLE LAW, EPACT HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON -INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, EPACT EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CITY IN CONNECTION WITH CITY' S USE OF THE EPACT SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CITY FOR ANY PURPOSE WHATSOEVER. 24. LIMITATION F LIABILITIE The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy: (a) AMOUNT. EXCEPT AS PROVIDED HEREIN, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER PARTY IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, EXTRACONTRACTUAL LIABILITY, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CITY FOR THE EPACT SERVICES IN THE PRIOR 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM CUMULATIVE LIABILITY AMOUNT. (b) TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY CITY ADMIN FOR ANY: (1) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, EXTRACONTRACTUAL LIABILITY, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES. 25. TERM AND TERMINAT (a) Term. This Agreement shall be in effect until January 2, 2024 (the "Initial Term"). The Term shall renew as provided for herein. (b) Termination for Convenience. Either Parry may terminate this Agreement at any time by providing advance written notice of not less than 30 days to the other Party, and, in the case of the City, upon payment of any fees as provided for herein on a pro rata basis. (c) Termination for Cause. Either Party may, in addition to other relief, suspend or terminate this Agreement if the other Parry commits a material breach of any provision of this Agreement and fails within 30 calendar days after receipt of notice of such breach to correct such material breach. (d) Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 16 (Ownership), Section 22 (Confidential Information), Section 23 (Warranty; Disclaimer; Indemnity), Section 24 (Limitation of Liabilities), Section 25(d) (Survival), and Section 26 (General Provisions). 26. GENERAL PROVISIONS. (a) Notices. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be in writing and sent: (i) if to ePACT, 267 Esplanade W #105, North Vancouver, BC V7M 1A5; and (ii) if to City, 150 Dexter Court, Elgin, IL 60120. ePACT may change its contact information by posting the new contact information on the Website or by giving notice thereof to City. City is solely responsible for keeping its contact information on file with ePACT current at all times during the Term. (b) Assignment. City will not assign this Agreement to any third party without ePACT's prior written consent. ePACT may assign this Agreement or any rights under this Agreement to any third party in connection with the sale of all (or substantially all) of ePACT's business or assets, without City's consent. Any assignment in violation of this Section will be void. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees. (c) Publicity. ePACT may use and display City's name in the listings of current customers. (d) Choice of Law. This Agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. ePACT hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, G� Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof, and ePACT agrees that service by first class U.S. mail to 267 Esplanade W #105, North Vancouver, BC V7M IA5 shall constitute effective service. Both parties hereto waive any rights to a jury. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. (e) Export Restrictions. City shall comply with all export laws and regulations that may apply to its access to or use of the ePACT SaaS Services. (f) Construction. Except as otherwise provided in this Agreement, the Parties' rights and remedies under this Agreement are cumulative. The terms "include" and "including" mean, respectively, "include without limitation" and "including without limitation." The headings of sections termination of this Agreement are for reference purposes only and have no substantive effect. The terms "consent" or "discretion, when used in respect of ePACT in this Agreement means the right of ePACT to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to City. (g) Force Majeure. Neither Party will be liable for failures to perform its obligations hereunder, non -availability, or delays caused by any event or circumstances beyond each parties' reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving ePACT's employees), internet service failures or delays, or the unavailability or modification by third parties of telecommunications or hosting infrastructure or third parry websites. ePACT cannot guarantee the availability of the ePACT SaaS Services during a natural disaster. (h) Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect. (i) Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions. 0) Independent Contractors. ePACT's relationship to City is that of an independent contractor, and neither Party is an agent, employee or partner of the other. Neither Parry will have, and will not represent to any third party that it has, any authority to act on behalf of the other Party. (k) Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral. 10 (1) Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. (m) English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C'est la volonte expresse des Parties que la presente convention ainsi que les documents qui s'y rattachent soient rediges en anglais. 27. INSURANCE During the Term, ePACT will maintain comprehensive general liability insurance with limits of not less than $1,000,000. Upon reasonable request, ePACT will provide City evidence of such coverage. The person signing this Agreement certifies that s/he has been authorized by ePACT to commit ePACT contractually and has been authorized to execute this Agreement on its behalf. IN WITNESS WHEREOF, the parties have hereto set their hands the day and year first above written. ePACT NETWORK LTD. Ian Leitch Print Name c.�an-C,eitch'l' Signature Finance Director Title CI F _GIN G_ Richard G. Kozal, City Manager Aft st: City Clerk Legal Dept\AgreementlePact Purchase Agr-Emergency Network-11-29-22.docx 11 ATTACHMENT SUBSCRIPTION ORDER FORM PRICING Contract Term: January 3rd, 2023, to January 2nd, 2024 Name Price QTY Discount Subtotal ePACT Enterprise Package $7.00 357 $0.00 $2,499.00 (Rec) SETUPE $2,200.00 1-$2,200.00 $0.00 2022 NRPA Premier Discount Subtotal $2,499.00 Tax $0.00 Total $2,499.00 2 ATTACHMENT B Personal Information Code of Conduct for Organizational Users of ePACT ePACT is an online emergency network which enables registered users of the ePACT service ("Users") to build support networks of relatives, friends and organizations, store and exchange critical information, and access communication tools for greater interaction and preparation in the event of an emergency. This Code of Conduct sets out basic obligations in relation to the use of personal information on the ePACT service. "Personal Information" means any information which identifies or can be used to identify an individual. Via the ePACT service, you and your organization may have access to the following kinds of personal information: • Health information (which may include a User's physical and mental condition or medical requirements and records past and present) • Contact information (of a User or a User's family members or other emergency contacts) • Optional information (e.g. photographs uploaded by the individual as part of their ePACT information package and other optional information that a User might provide in connection with his/her ePACT account and profile) In using the ePACT service you agree on behalf of your organization that: 1. Permitted Use. Any personal information provided by ePACT or accessible through the ePACT service is NOT to be used for any purpose other than that for which it was collected. The personal information was disclosed to your organization with the consent of the individual. For greater certainty, the primary use of personal information by an organization in the safe delivery of programs, or to ensure that a User receives timely and effective assistance in the event of an Emergency which uses may include (to the extent required): • Disclosing information to medical personnel attending to the User • Providing medical assistance to the User • Contacting the User's family or emergency contacts, and • Any other action taken to ensure the health and safety of the User "Emergencies" may include: • Any event that presents a reasonable health or safety risk to the individual exclusively or as part of a collective • A sudden decline in the physical or psychological wellbeing of the individual rendering them in need of some assistance to ensure their health and safety, and • Any other circumstances under which a reasonable person would conclude that the use of the personal information is necessary to the health and safety of the individual 2. Limited Disclosure. As an administrator of personal information on behalf of your organization, you are responsible for ensuring that the information is not put to any use or disclosed in any manner that contravenes this Code of Conduct, ePACT's Terms of Use and Privacy Policy or any other contractual agreement in place between your organization and ePACT. Personal information should be shared only with administrators or other persons within the organization who need access to the information in order to use the ePACT service (e.g. to contact a User's emergency contact in the event of an emergency). Personal Information is NOT to be disclosed to any other individual, organization or entity of any kind under any circumstances except, as provided under this Code of Conduct, ePACT's Terms of Use and Privacy Policy or the contractual agreement between ePACT and your organization or where required by Applicable Law. "Applicable Laws" means all federal, provincial, state or other applicable statutes, laws or regulations of any governmental or regulatory authority in any jurisdiction governing the Handling of information about an identifiable individual, including the Personal Information Protection and Electronic Documents Act (Canada) and equivalent provincial/state legislation. Notwithstanding anything to the contrary provided for herein, the City's good faith compliance with the terms of the Illinois Freedom of Information Act (705 ILCS 140/1, et seq.) shall not be construed as and shall not constitute a breach of this Agreement or of these terms. 3. Notifications. If there is any unauthorized access to, disclosure or loss of, or inability to account for personal information, you agree to co-operate with ePACT in providing any notices regarding impermissible disclosures caused by such disclosure or access which ePACT deems appropriate. To the extent such unauthorized disclosure or access is attributable to a breach by any personnel of the organization (even if outside the scope of their employment or consulting duties), the organization will bear (a) the costs incurred in complying with legal obligations relating to such breach and (b) in addition to any other damages for which the organization may be liable for under this Agreement, reasonable direct costs incurred by ePACT in complying with its legal obligations relating to such breach 4. Personnel. On request, you will assign an individual acceptable to ePACT who will be responsible for all personal information to be handled by the organization and for ensuring that the organization complies with the requirements in the Terms of Service and this Code of Conduct.