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3. 09/16/2015 Agreement ZOLL Data Systems,Inc. Order No:00012175 Application Service Provider Agreement THIS APPLICATION SERVICE PROVIDER AGREEMENT("ASPA")is made as of October 1.2015(the"Effective Date"),by and between ZOLL Data Systems.Inc.,a Delaware corporation with offices at 11802 Ridge Parkway,Suite 400.Broomfield,CO 80021("ZOLL")and Monroe County Fire Rescue(the"Customer"). Bill To: Monroe County Fire Rescue 490 63rd Street Suite 170 Marathon,FL 33050 Territory Manager:Jason Meyer Expires: September 30,2015 FireRMS ' `:- Lic. Annual Cost or Monthly Cost Item Type Description Qty List Price Disc Adj.Price One Time Charge HFPR HL Hosted RescueNet FireRMS Premium(Per Station) 10 $225.00 35% $146.25 $17,550.00 $1,462.50 FHSQL SL Firehouse SQL Conversion Tool 1-3 Stations(6 Month 1 $3,000.00 35% $1,950.00 $1,950.00 N/A License) FireRMS Third Party Lic. Annual Cost or Monthly Cost Item Type Description Qty List Price Disc Adj.Price One Time Charge MFRIVT TPL MFR Incident Validation and Trusted Analytics(Per Paid 10 $750.00 $750.00 $7,500.00 N/A Station) Professional Services Lic. Annual Cost or Monthly Cost Item Type Description Qty List Price Disc Adj.Price One Time Charge RNFD --- RescueNet FireRMS Implementation Day(Includes Travel 2 $1,500.00 $1,500.00 $3,000.00 N/A Expenses) RNFD --- RescueNet FireRMS Implementation Day(Includes Travel 8 $1,500.00 $1,500.00 $12,000.00 N/A Expenses) Miscellaneous I Lic. Annual Cost or Monthly Cost Item Type Description Qty List Price Disc Adj.Price One Time Charge MISC --- Implementation Service I $3,600.00 $3,600.00 $3,600.00 N/A Comments:2%discount offered if full payment is ANNUAL FEES: $17,550.00 received in our office by 9/30/15 MONTHLY FEES: $1,462.50 PROFESSIONAL SERVICES: $18,600.00 ONETIME FEES: $9,450.00 *Annual Fee:The Annual Fee is$17,550 for twelve-month periods during the Term(beginning on the Effective Date),which will be invoiced and paid as the Monthly Fee of$1,462.50. *Monthly Fee(Subject to Adjustment):The Monthly Fees shown are based on the following options,determined by product:The quantity(Qty)of concurrent users for Dispatch,CommCAD,and Billing:the Qty of Stations for FireRMS;the Qty of Customer Vehicles for Navigator and @Work:the Qty of Facilities for NetTransit;the Qty of employee resources for Crew Scheduler;the Qty of the tier(based on number of visits)for EMS Mobile Health;and for ePCR.the Qty of PCRs listed in the line item above(the PCR Volume).In the case of ePCR,following 12 months of service(from the completion of implementation),ZOLL will conduct an annual audit of PCR Volume.Should PCR volume exceed 110%of quantity for the 12 month period,ZOLL will invoice customer for the excess above quantity at the per PCR price listed in the line item above.Should a shortage greater than 10% of PCR Volume exist for the 12 month period,ZOLL will issue a credit in the amount of 10%of the Annual Fee.Future billings for ePCR will be adjusted based on the new PCR Volume as determined by the audit for the following 12 month period.For EMS Mobile Health,adjustments to the pricing are outlined in Exhibit E.For NetTransit.'g Work.and Crew Scheduler ASP,Monthly Fees will be determined by the previous month's actual usage.For the other products,adjustments to the Qty will be handled through an additional ASPA. Payment Terms: The first invoice issued under this agreement will be issued upon completion of the implementation services and will be for the sum Page 1 of 12 Customer Initials:X6 ZOLL Data Systems,Inc. Order No:00012175 Application Service Provider Agreement for Monroe County Fire Rescue of any PROFESSIONAL SERVICES fees and any ONE TIME FEES listed above if applicable.In addition,ZOLL will invoice Customer at the end of each calendar month during the Term for the amount of the Monthly Fees listed above.Monthly Fees resulting from a purchase of additional licenses or an upgrade to a higher level model will be added to the next monthly invoice.Otherwise,the invoice for the first Monthly Fees hereunder will be issued 90 days after the Effective Date,or upon completion of the implementation,whichever is earlier,with the exception of the Eligibility Module which will start billing on the date agreed upon(and noted in the comment section above)at the time of contract signing,which will in no case be more than 120 days from contract signing.All amounts are due within 30 days after the date of the invoice.The Total Professional Services fees,the One Time Fees and the Monthly Fees are hereinafter referred to collectively as the'Software Fees'. The person signing below represents and warrants that she or he has the authority to bind Customer to the terms of this Agreement. By signing below,the parties agree to the terms and conditions of this Agreement. Once signed,any reproduction of this Agreement,or any attachment or exhibit hereto,made by reliable means(for example,photocopy or facsimile)is considered an original and all ASP Services ordered and provided under this Agreement will be subject to it. ZOLL Data Systems.Inc. Monroe County Fire Rescue Signature: Signature: /JA�� ///I(\/,Wt 1 / .— Name: No e: C ..G9_3 "ir ( err(/ Title: Title: �,,, /.2.O /,./ f� F h Date: Date: /0 ' MO OE COUNTY ATTORN Y ROV YNTHAS YNTHIA I. AL ASSIS NTICCO�T�(SRNEY Date • • ZOLL Data Systems,Inc. Application Service Pros ider Agreement for Monroe County Fire Rescue Terms and Conditions 1. Definitions 1.1. "ASP Services"means the provision of Fire or EMS data management as described hosted by ZOL 1.and made available to its customers for their internal business use in accordance with the terms of this Agreement 1.2. "tlVA"means the Business Associate Addendum attached hereto as Exhibit 1.3. "Confidential Information"means all trade secrets.business and financial information computer software_machine and operator instructions business methods_ procedures.know how_and other infbrmmion that relates to the business or technology of either party and is marked or Identified as confidential.or is disclosed in circumstances that would lead a reasonable person to believe such information is confidential The Software and the Instructions shall he considered ZOI_I's Confidential Information.notwithstanding any failure to mark or identify it as such. I.J. "Fee Bused Sen ices means the ASP Sour ices for which ZOII.charges Customer a tee 1.5. `Initial Order"means the t noen_mutually executed document preceding these tens and conditions. 1.6. "Instructions"means the instructions f _ of the ASP Sen ices and the documentation and users manuals from time- e provded by/OI.1.on the ZOLI. Site 1.7. 'Intellectual Property Rights'means any and all existing or Intuit copy rights trademarks.sew ice marks.trade secrets_patents.patent applications_know how moral rights,contract rights. d other proprict a rights,and all registrations applications.renewals.extensions.and combinations of the foregoing I.A. "Order Form"means a wTntem document mutual'agreed to and signed hs the parties and made a part of this Agreement setting forth additional ASP Sen ices to be pro'ided to Customer under the terms of this Agreement during the l eon. 1.9. "Software"means the/OM.sndeare that underlies the ASP Sen ices provided to Customer.as mcdifmd updated and enhanced 1.10. "Z01.1.Site"means the web site located at a unique IRE to he prow ided by Z01.1 to Customer where end users maw download the Software and access and use the ASP Sen ices 2. ASP Sen ices;Payment Obligation;Taxes. LI. Provision of ASP Seniees by 1.01.1.. Subject to the terms and conditions(if this Agreement.ZU1.I_will use commercially reasonable eflrts to make the ASP Sen ices available toCustomer through the/011.Site otcc normal network connections.excepting downtime due to necessaft maintenance and tmuhleshonmg Custorner.notJOIE..shall h sp uible for controlling Its users andp fiction olcongdentiality of gel in IDs and passwrds 'the ltAA shall apply to the ASP Sen ices Customer acknowledge'that OL is responsible tnrmaintaining its interface and connectivity to the ASP Sery ices and(I)the facilifi ) sed for pro'non of the ASP Sett lees inay he owed or opciated foal ZOlE.or aZOLI.affiliate or a third p tnh 't n of such Pc'Iit : as determined by Z011_ 2.2. Modifications and I pgrades to A51'Services.Customer acknowledges that Z01.1,mat. modify and upgrade the ASP Sen ices_on an ongoing basis.in order to improve oradapt the ASP S es Without limiting the foregoing.Z01.I will bate the right.in its sole discretion to develop.pros ide and market 11CW,upgraded or modified ASP berwces to Customer.including adding wing or mod'b Eng the functionality or femur :of the ASP Sery ices accesgble by Customer and its users Z011 wall use c cialh reasonable el Tort:to notify Customer ithin prior nalle period altme prioo the implement fr ith changes s that Customer is si f reasonably informed of alterations to the ASP Serces that will affect the ASP Sen ices and Customer's use of Minn 2.3. Support and Maintenance. Z01.1.will proside telephone support secs ices during/011's regular business hours for Sen lee questions. 2.4. Payment Obligation. fee Based Sen ices pros ided to Customer will require payment of applicable fees The fees(the"Fees)and terms of use and payment for lee Based Services are set forth in the Initial Order and any Order Form All payments must he made in ll S dollars.unless otherwise reed by the parties. Any amounts not paid when due will accrue interest at the lesser of IA%per month or the max lmum rate permitted by applicable law from the due date until paid. In ten nine ZOLA reserves the right to deof n Customer,and as n'oic access to the ASP Services ws in the event that any invoice n oe not paid in timely godmanner_ordisputeto Customer case thiackAgreemestiatM1e illnon-paymentresponsible inr an) unless oCubility has ided ZO written that irerier subjectis theaPoSefaith ico Cuan acknowledges that ZOf Custo Customer's :p oipa'loran or t caused by Z0ll Simcrzupton ortermination al the ASP S snaewrdance with this Section 2 3 as a result of Clutnmer's failure to pay ZOIJ.in a timely manner 2,5. Taxes.Fees exclude and Customer will make all payments ofthe tees to Z011 free and clear of all applicable sales,use,and other taxes and all applicable export and import tees customs duties and similar charges. When applicable-Z01.I.may include any taxes that t is required t ollect as a separate line item on n invoice Customer will b sp able for.and l l indemnify andhold harmless ZOL from,payment of all - ch taxes Other than taxes based on/01.I.s net income).tees, . .s,and charges.and any related penalties and interest,arising from the payment of the Fees or the deny en of the ASP Sen ices to Customer hereunder No taxes gill he charged ifZO1l_has a current exemption tfiate from the State of Florida that exempts Customer from pay Dog taxes. 3. License Grant;Restrictions;Ownership. 3.1. License Grant. Subject to the terms and conditions of this Agreement.Z011.grants to Customer,during the Term.anon-cmlusne,non-transferable.non sublicensable license to access and use the ASP Services using the Software.each as made available to Customer through the/01.I.Site.solely for Customer's internal business purposes and osoldh in accordance with the Instructions. J,R. Restrictions. Customer shall not,and shall not peen it any third party to (a)modin.adapt.alter.translate_or create den'strive works from the ASP Sen ices, Selig are or the Intructions.(b)allow ant third party access to or use of the ASP Sen ices.lel rev erse engineer.decompilc.disassemble.or othenike attempt to alter or derive the source code for the Software:orldi otherwise use or copy the Software or the Instructions or ASP Sets ices in any manner not expressly peon itted hereunder Customer agars not to use the ASP ices excess of its authorized login protocols Customer shall immediately notify ZOLL of an unauthorized use of Customer's loaloanID.poasswrd.or account or any other breach of secunry 3.3. Remediation.If Customer becomes mare et any actual or threatened aetitnvcontemplated by the restrictions on use set forth in Section 3 2 also e.Customer will.and gill cause its users t .immediately take all reasonable m s to tp the activity or threatened acddrc and to mitigate the fT toof such activity including.(al discontinuing and limiting am improper access to anal data lb presenting any use and disclosure of improperly obtained data:(c)destroying any copies el improper's obtained data that may have been made on their systems:(dl otherwise attempting to mitigate ant harm From such events:and(e)burned iatek notir'ing ZOI.I.of any such esemlw)so that ZOLL may also attempt to remedy the problemts)and present its future occurrence Page 3 of12 Customer Initials: bets. 1.01.1.Data Systems,Inc. Application Service Provider Agreement for Monroe County File Rescue Terms and Conditions 3.4. Oti th rship. e Sottmg n c. Instructions.ASP Se all proprietan technology utilized b)/0I1.to perform its obligations under this Agreement.and all Intellectual Properly Rights in and to the lore the e property or OI1 (or.as the case man be.its licensors and suppliers). An' fights not expressly granted to Customer hereunder are reserved by/OI I.(or its licensors and suppliers as the case may he). 4. Customer Content;Security:Backups. A.I. Customer Content. As het"een ZOLL and Customer.and mahout limning the rights(ifany)of patient Customer mill retain all right title and interest in and to all data information or other content pan idol bs Customer in its use of the ASP Sets icesl'Customer Contenrt pros idd.bosses cr.that may deidenifs and use Customer Content for an lamiul purpose consistent with all applicable lam. 4.2. Security. Sub)ect to Customer's obligations under Agreement /Ol.l.mill mpleement commercially reasonable securty measures within the ASP Seniees in an attempt o present unlam fill access to Customer Content En third parties Such measures mat include,where appropriate use of updated firessalls-commercially asailables screenin sottmare_lotion identification and passwords.encn➢tion.intrusion detection systems logging or incidents.periodic reponinn,and prompt application of currentseeuray patches and rims definitions 4.3. Backup of Customer Content. While/OLl.sill use commercially reasonable eltorsto maintain the Integrity of the Customer Content to back up the Customer Content.and to pros ide full and ongoing access tothe ASP Sers ices.loss of ace ess to the ASP Services andtor loss of Customer Content may occur Customer will make piny ison foradditional back-tip storage Mann critical Customer Content Z0I 1.still not he responsible for any loss.corruption of or maccessibilith of the Customer Content due to interniption in the ASP Stift Ice,or othensise arising out efcircumstances clot mithm ZOLL'scontrel. 5. Marren, Disclaimers. 5.1. Z01.1.Sen'ice IS arrant,. /01 I.represents and ssarrantsthat during the Term of this Agreement (I)Z01u_has the right to license the ASP Services and Instructions t Customer pursuant to this Agreement and()the ASP Services will mat calls conform to the Instructions Customer still notify Z01"1. riling of any breach or this warranty-and request a correction of the ssarranted noneon rani its.BZOI I is tvable to pro)idea correction stork-around pursuant to the terms goserning the provision of the ASP Sen ices alter acne commercialln reas onable efforts /01.1 nay terminate this Agreement upon mrtten notice Customer. this Section s l sets forth Customer's lusrse remed)_and 701la entire Ihdin_for breach of the warrant, for the ASP Sep ices contained herein 5.2. I3CEFr AS EXPRI'SS I.V PROVIDED IN SF(' ION 5 I HIE ASP SERVICE iS ARE_PROVIDED 'AS IS".WIII10(1'1 ANY WARRANITI;S OF ANY RIND, UHF I11ER EXPRESS.SS. In/PILED, OR STATE I0RY /Oil_DOTS NO I PRUMISII DIA I I Ill;ASP SERVICES UII I.HE SR( RI' UNINTI-RRUPTID OR ERROR-REIE ORI u%llI1EY ARE SlLIABLE FOR 111E PAR rim'AR NEEDS OF CIPSIDMIR IS USERS OR ANY TIIIRD PAR IF OR I I IA I"1'I Its.Y Al III Ill AVAIIAM If FOR ANY I I'.RIOD AND/01.I"MARES NO I IP-IIMH COMM(TMI N r /oi l-SPECIIICAI.I.Y DISCI AIMS AIM IMP!IF I)An,ARRAN 111.5 INCLUDING.W11110111 I.EMIDA ION.AII_RARR\NIIFSIIE MIRC! N I AB11HAT FIFNESS FOR A PAR El(DI.AR Pt RPOS11. 1111 II.AND NON INI RINGI Nil NI AND,ANY WARR\N DES ARISING I ROM COURSE.01'01.AIING OR COURSE OF PERFORMANCE OR I[SAGE IN TRADII. CI'S IOMER AC KNOW I I_DGI:S'1II A 111 HAS R11111 D ON NO t W ARRAN E IF:S OTHER'DI AN HIE EXPRESS B ARRAN ILLS IN I I IIS ACRE EMEN I'AM) ]'I IA'r No W ARR ANIIFS ARP MADE BY ANY OF/OI I.S LICENSORS OR SIIPPI.IFRS 5.3 Customer acknowledges and agrees that.in entering into the this Agreement it has not relied upon the figure at ailahilit,of ans new or enhanced feature or runt[ alit or enhanced product or service,including without limitation.updates or upgrades to/011's existingprnduct and serves.701 I's performance bl afons hereunder are limited t those xpressIy enumerated herein and payment forgrit.)` performance obligations shall he d as described herein. 6. 1imitatiu of!DIN D. In no in ent still either part)he liable hereunder tinartsc nsquential,indirect.exemplars.special punitive or incidental damages.or for col t dataJust profits costs f p c n t of substitute goodssine lion Or relating t this Agreement,hones er caused and under en)theory of liability(including negligence)es en if such part)has been adsised orthe possbTuf such damages IOU 1 total cumulatise IiabTis in connection with this Agreement and the Software_whether in contract or tort or Oti1CTINISC mill not exceed the nt paid TO Z(I.I_BY('IS'IOSIER FOR the ASP SERVICES provided UNDER IIlIS AGREEMIN I IN 11 III PREVIOUS SIX(6)MOV'f11 YP:RIOD Customeracknosledgesthat these limitations reflect the allocation frisk set forth in this Agreement and that ZOl1.smuld not enter into this Agreement sothoutthese limitations on its Iiahill .andCustomer agrees that these limitations shall apply notstltndingans failure essential purpose fanslimited renedn In addtion./01.L disclaims all)-tilt ofann kind of 701.1.'s licensors and suppliers 7. Perm and Termination. 7.1. Term. The term or this Agreement '"I trill')begins on the Latin c Dine and continues until terminated as set forth herein 7.2. Termination. Either parts may terminate this Agreement'Althorn cause on tscots 1201 days prior Bitten notice to the other pans Is alter pans maw terminate this Agreement immediate]) lithe other party materiallydefaults in the performance of ann of its obligations hereunder and fads to Vire such default within thins(Lf) dans tiller sntten nice Rum the non-defaulting pate. 7.3. Effects of Termination. Upon termination of this Agreement t )rseason. ( )all amounts tan,oss ed to Z011_under the Agreement before such termination mill become immediateln due and pasable_including,in the es ent of termination of this Agreement ft)by/01 I.under Section 7 2 for a material default or (iq hs Customer under Section 7 2 a termination fee("Early'Termination Fee")-if applicable as described in Section 7 4-equal to the amount,if an}of(x)the initial Annual Fee minus(y)the sum of Monthly Fees(as defined in the Initial Order)paid h)Customer to LOLL hereunder priorto the date of termination during the rnatal nwelse-month period tb)Customer's right to access the ASP Sen ices mill ir mediateR terminate.and(c)Customer must f )prompth discontinue all use of the ASP Sen ices and ail)return or destroy all copies of the Instructions and the Solhmtre in Customer's possession or control. 7.4 Products Excluded from Early Termination Fee.RescueNet a Aork.RescueNet NefGansit.'and stand alone instances of RescueNet CTem Scheduler ASP are excluded from the Early Termination Fee S. (onfideatiality. 8.1.Protection. Subject to Section 4 hereof the parts receivmg Confidential Information(-Reeds ing Party')from the other pans(-Disclosing Parts)mill not use an)Confidential Information of the Disclosing Parts for am purpose not e\pressls perm mid h)this Agreement.and mill disclose the Confidential Information of the Disclosing Parts onh to the emplos eec or contractors of the Receiy into Par w)who hese a need to knots such Confidential Information for purpos of this Agreement and who are under a din)of confidentialit>no less restrictive than the Receinng Parts's doh hereunder. The Receiving Parts mill protect the Dis m closing Party' Confidential Information from unauthorized use,access,or disclosure in the same manner as the Renei'ing Part)protects its omil confidential or proprittun information of a similar nature and with no less than reasonable care 8.2. Exceptions. The Receming Parts-s obligations under Section 8 I abuse midi respect to anti Confidential lntinmution of the Disclosing Party will terminate Tend when the Receiving Parts can document that such information (o)ssas alreads loss fully knosm to the Receivng Pan>at the time of disclosure bs the Disclosing Party. Page 4 of 12 Customer Initials- x✓P Z1)1.1_Data Systems,Inc. Application Service Provider Agreement for Monroe County Fire Rescue Terms and Conditions (b)Is disclosed to the Receiving Part}by a third part).who had the right to make such disclosure without any confidentiality restrictions,(e)is or hrough no fault of the Receiving Party has become generally available to the public:or(di is independently developed by the Receiving Part}without access to,or use of the Disclosing Party'sConfidential Information Infiormation In addition.the Reeeis ing Pony may disclose ConConiidentiallformatio+of the I)slos rig Party to the extent that such disclosures (i)approved in writing by the Disclosing Part} O necessary llr the Receiving Party to [ e its rights under this Agreement ill connection with a legal proceeding, or(ii)required by law or by the rder of a court or similar judicial or administrative lid-.pros ided that the Receiving Party nothim the Disclosing Party of such required disclosu wring prior to nakm such di losure and cooperates nth the Disclosing Party at t Disclosing Party fs reasonable request and expense,in any Iwlhl action to contest or limit he scope of such required disclosure 9. Indemnification. 9.1. ZOI.L will defend at its own expense_any action against Customer brought In a third part,alleging that the ASP Services infringe any US.patents or anp copyrights or misappropriate trade secrets of a third party.and/(II I will pay those sts and damages finally awarded against Customer in any such action that are specifically attributable to such claim or those costs and damages aged to in a monetary settlement ofsuch action. The foregoing obligations are conditioned on Customer(a)notifying ZO1.1.promptly in writing of such action:(b)giving/O1.I.sole control of the defense thereof and any related settlement negotiations:and(c) cooperating and at ZOL I's request and expenseistng in such defense lithe ASP S es become, in/Odl's opinion elkely to become.the subject elan infringement claim.Aft I may.at its option and expense.either:Of procure for Customer the right to continue using the ASP Services,(ii)replace or modlt the ASP Sen i s so that they become - fringing or(i)term mate this A meet in obole orin part,as appropriate Nomithstandng the foregoing_/OIL will hay e no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon. (I'an} use of the ASP Sen ices not in accordance with this Agreement(2)any use of the ASP Sen ices in combination with products equipment software or data not supplied by ZOI L if such infringement would hare been avoided but for the combination with other products_equipment software or data(Lithe failure of Customer to tinplement ant replacements_corrections or modifications made mailable by/OLT for the ASP Services(1)Customer Content or(flan, modification of the ASP Sen ices or use thereof by any person other than AIM or its authorized agents or subcontractors This Section states 10E1.s entie]iahlin and the C stmers exclusye retied). for any claims of infrngeement. 9.2. Customer shall indemnilk.defend and hold ZOLL harmless from and against an, J all liabilttics losses,expenses.damages and claims that arise out of information provided to/01.L by Customer or Customer's use of ASP Syr,ices except to the extent same are due toZOl l.'s breach hereof r/OI.I.'s gross negligence or inwnuonal misconduct. 10. General Provisions. 10,1. Compliance with Laws and Export Regulations Customer shall comply).ath all applicable laws and regulations concerning its use of the ASP Services_ including without limitation if applicable all export and import control laws and regulations Customer call not use the Services for any purpose in violation of any atNh 'hl1'ws_Customer agrees to defend demnly,and hold harmless/01.1.from d against any and all liabilities.losses,expe ses.damages and claims that arise nutof violation(Many applicable Laws or regulations by Customer or an, of its agents,officers,directors.or ees 10.2. Audits and Inspections. Upon written request from/.OI.1..Customer shall furnish ZOLlnath a certificate signed h) an officer of Customer stating that the ASP S being used:ti'tl accordance with the termsand conditions of tb`Ag Agreement In addition.upon prior It entice,ZO11.mill hate the right. during business I b _toI. ct-or ha c an independent inspectCustomer's records relating toCstoner s use of the ASP Sery ices to ensure it is in compliance with the terns of this Agreement,including with any limitation on the number of thidu or othermechanissm upon which pricing is based hereunder the costs of the audit"ill he paid by/011_unless the audit reveals that Customer's underpay ment of feu exceeds 5%voter tall promptly pay to any amounts shoon by any such audit to he own (which shall he calculated at/Ol,1 s st d d.non-discounted rates)plus interest as pit,ded inS tin 24 above. Id.d. Assignment. Customer of assign transtio,by operation otlaw or otheroise.am of its rights under OM Agreement to any third party without 101 Lis prior written consent Any attempted assignment or transfer in violation ofthe foregoing,will he null and void ZD1l.shall base the right to assign this Agreement to an affiliate orto any Stlette•sor to is business orassets to which this Agreement relates.whether by merger.sale of assets,sale oisrock.reorgaiZtion or othero i se 10.1. I.S.Cis ernment Fed Use _. If Customer is a branch of the United States Gumemment.the following pro n applies. The Software and Instructionscomprised of eat computer software-and-mmneval computer software documentation-a such terms are used in 48 C.P R 122121SIiPr 1995)and if pro ided hereunder are(i)for acquisition b).or on behalf of civilian agencies consistent with the polio set forth in 18('.fR 12 212:or fit)for acquisition by or on behalf of units ofthc Department of Defense consistent with the policies set forth in 4S C I'R 227 7202 1 (JUN 1995)and 227 7202 3(IlIN 1995). 10.5. Notices All notices.consents.and approvals under this Agreement must hedeli'ered in writing by electronic mail,courier,electronic facsimile(fax),or certified or registered mail(postage prepaid and mum receipt requested)to the other party at address set forth in the Initial Order(or such other address as from time to time pmyided by such party in accordance with this Section),and will be efRtti'e upon receipt or three(3)business days after being deposited in the mail as required(dame,whiche).er occurs sooner. 10.6. Goserning Law and Venue;Waiver of Jun Trial. Tins Agreement will he got tried by and interpreted in accordance with the lays of the State of Colorado without reference to ifs choice of law rules The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement Any action or proceeding arising from or relating to this Agreement shall be brought in a federal or state court in Demur_Colorado_and each party irrevocably submits to the jurisdictionand venue of any such court such action or proceeding PhACI I PAR HEREBY KNOWINGLY,VOLUNTARILY.AND INTENTIONALLY WAIVES ANY RIGII'r IT MAY HAVE TO A TRIAL BY 11 RY IN RESPECT OF ANY Ill1GA'l FIN ARISING OUT OF OR IN CONNECTION WITH THIS AGRITMEV I. 10.7. Remedies. Except as otherwise expressly provided in this Agreement,the pauses'rights and remedies under this Agreement are cumulative Customer acknowledges that the ASP Sen ices are built on valuable trade secrets and proprietan information of LOLL_that an>actual or threatened breach hereof ma>constitute immediate,irreparable harm to ZOL1 for which monetary damages).could he an inadequate remedy.and that inryncti,e relief is an appropriate remed,fur such breach. If any legal action is brought to enforce this Agreement.the preyailing pain will he entitled to recery e its attorneys'fees court costs,and other collection expense.in addition to an,other relief it may receive. 10.8. Waisen. Any waiter or failure to enforce any pro; sion of this Agreement on one occasion will not he deemed a waiser of any other prosislon or of such provision on any other occasion 10.9. Sever-ability.. It'an provision of this Agreement is held by a court of competent jurisdiction to he unenforceable such provision will he changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining pro'isions of this Agreement will continue in full force and effect. - Page 5 of 12 Customer Initjgre_ • ZOLA Data Systems.Inc. Application Service Provider Agreement for Monroe('nuns'Fire Rescue Terms and Conditions 10.10. Independent Contractors. The parties are covering info_and Dill perform_this Agreement es independent contractors Nothing in this Agreement will he constmcd to make either pans the agent of the other for ant purpose mhatsoer er,to authorize either pan'to enter into any contract or assume an,obligation on behalf of the other or to establish a partnership_franchise or joint venture henscen the parties. 10.11. Subcontracting by ZOI.1.. (Olt may to its sole discretion_contract with ant third parts to pro de the ASP Set ices. 10.12. Counterparts. This Agreement may he executed in counterparts-each ofmhich will he considered an original but all ofohich together mill constitute the same instrument. 10.13. Force majeure. Neither pans shall be liable for damages for ant delay or failure of performance hereunder(other than payment obligation)arising out of causes beyond such partMs reasonable control and mithout such pant's fault Or negligence including.but not limited to Acts of God.acts of ccl or military authoms, tires.riots.wars-embargoes Internet disruptions-hacker attacks_or communications failures. 10.14. Entire Agreement; Amendment;No'third-Part.Beneficiaries;Sun ival, his Agreement_including the Initial Order and any Order Forms executed hereunder and an}exhibits hereto(mdud ma the ISAA),and the Terms of Use and Priwe) Polies that are accessible on the/01.1 Site constitute the entire agreement henmen the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements-understandings.and communication,mhether smitten or oral. If there is any conflict hetmeen this Agreement and the'terms of I:se.this Agreement shall take precedence 'this Agreement mat not be amended or any pro ision hereof waived except in writing gned by both parties There are no third party beneficiaries of this Agreement Those pro'isions of this Agreement hat may he reasonably interpreted as sum iving termination of this Agreement or the_ it al of which is necessary for the interpretation or enforcement of this Agreement shall continue to full force and effect in accordance such their terms eons&standing the termination hereof Page 6 of 12 Customer Inn gibe. ZOLL Data Systems,Inc. Application Sen ice Pros ider Agreement for dlon roe County Fire Rescue Inhibit A-Business Associate Addendum This B _Associate Addendum(this!Addendum ) s entered into by and hi:Gwen Monroe County hire Rescue Ffoered Entty"I and ZOLE Data Sy stems.Inc ("Business Associate";in order to comply with 45 C FR.1164 502(c)and i164514(e).gascming protected health information("PI II")and business associates under the Ilealth Insurance Portahilits and Accountability Act of 1996IP.1. 104 191).12 U.S C Section 132nd,et seq_and regulations promulgated thereunder_as amended From time to time(statute and regulations collectixck referred to as'I IIPAA") This Addendum amends the terms and conditions of and is hereby incorporated as part of that certain agreement between Coy ered Entity and Business Associate entitled Application Sen ice Pros ides Agreement(the"Senior Agreement")and attached hereto S I AILMENT OF AGREEMENT I. Definitions 'ferns used.but not othennse defined.in this Addendum shall hose the same meaning as those terms in 1Ill'A i provided that PI ll shall refer only m protected health information of Cos ered Entity unless othmase stated. §2. Compliance and Agents. Business Associate agrees that to the extent it has access to P111.Business Associate sill filly comply with the requirements of this Addendum with respect to such Plll. Business Associate sill ensure that then agent,including a subcontractor,of Business Associate to whom it provides PHI receised from_or created or reeeised by Business on behalf of Covered Sims mill conpls sail the estrictio :ande ditions as set forth in this Addendum Itroyered Entits is required by lilPAA to maintain M ice of Pr Copied vacyl � tices.Cered Entity shall noiif Business Associate fs limitations in such notice to the extern that such limitation may affect Business Associates use or disclosure of P1❑. §3. I se and Disclosure;Rights. Business Associate agrees that it shall not use or disclose Pl ll except as perm itted under this Addendum_including Section la hereof.and in compliance w Oh each applicable requirement of CFR Section 164504tc) Business Associate may use or disclose the Pill rece;yad or created lm i4 (a)to perform its obligations under tins Addendum.(b)to perform fimetions activities,or sers ices for.or on behalf of Cosered Entity as specified in the Services Agreement.or(c)to pmride data aggregation I'uncttons to Covered Entity as permitted by IIIPAA further.Business . date mas use the PI II receised by it in its caroms Business Associate.if necessary.to primed manage and admEnister its businessto earn rafts legal responsibilities Business Associate may disclose the Plll received be it inb capacity as Business Associate t properly manage and administer as business to earn out its legal eponsiblitiesf(a)the disclosure is required bit las,or lb)the Business Associate obtains enable assurances from the person to whom the irdbmation is disclosed that it mill be held eon!dent thIL and used further disclosed onlyas required by lass or for the purpose ter sshbht isdahmsed to the person and the person notifies Business Associate f instances of which it is more that he confidentiality of the information has been breached Cosered Entity shall not request Business Associate to use or disclose l'Ill in am manner that Gould not he permissible under IIIPAA if done by Covered Entity §4. Safcgoards. BusinessAssoc iate agrees to des lop_document.use.and keep urea appropriate procedural_ph's' -1_andlironic safeguards,as required m 45 C F R ;g 1(A 305- 164 312_sufficient to pre'ent ore use or dlslosureofelectronic Pill other than as permitted or required by this Addendum §5. Alinimnm fiecesness Associate Gill limit use.disclosure_ request for use or disclosure to the m amount necessary to accomplish the intended purpose of the use,disclosure or request. §6. Report of Improper I or Disclosure 13usiness Associate shall report to Cosered Entity an information ol''hich it becomes assure concerning any use or disclosure ofllll that is not permitted In this Addendum and ans its incident ofshich it becomes Business Associate Gill_tellossing he disc over>ofa breach of-unsecured protected health infnrtmf as defined in 45 C R 164 402.notiS(sired P. it of such breach G'than 15 class. The oCer shall include the identification of each ind is idtial Ghose unsecured protected health information has been.or is reasonablshlieved by Business Asssoe late to has e beeo accessed. acquired.or disclosed during such breach. Business Assoc late agrees t mitigate,to the extent practicable,any harmful effect that is knossn to Business Associate of a use or disclosure of PI II by Business Associate in violation of this Addendum. §]. Individual Access. In accordance with an indis;dual=s right to access to their own Pill in a designated record set under 45 CFR§164.524 and the indlvdars right to copy or amend - h records under 45 CFR§164524 and§16456 Business Associate shall nab:mailable all PHI in a designated record set to Covered l. (K to enable th Cosered Entits to pros'd access to the d 4dual to whom that information pertains or such Milts Maul's representatise. §8. Amendment of and Access to PHI. Business Associate shall make as ailahle fur amendment Pl11 in a designated record set and shall incorporate any amendments to Pill in a designated record set in accordance with 45 CfR§164.516 and in accordance with any process mutually agreed to by the parties §9, Accounting. Business Associate agrees to document such dtselosures of PI II and mfimnation related to such disclosures as Gould he required for Cos ered Emus to respond to an;tad is iduals request for an accounting of disclosures of their Pill in accordance with 45 CFR§I6452R Business Associate agave to make asailable tO Covered limits the information needed to enable Covered E ots to pros ide the disidu l mash an accounting ofdisclosures as set forth in 45 CPR §IM521I §It). DIIIIS Access to Books,Records.and Other Information. Business Associate shall make as Olathe to the ll S Department of 14vlth and Human Sen ices('DI II IS').its internal practices,books.and records relating to the use and disclosure of PHI receisedf from-or created or reeesed bs Business Associateon behalfol Covered limo for purposes ofdeter minine the Cocred Enutc s compliance with HIP AA §II. Individual Authorizations;Restrictions. Cosered Entity sill notifs Business Associate ofans limitation in as notice ofprisacy practices.ans restriction to the use or disclosure of Plll that Cosered!Otis has agreed to svith an- dnidualuJ of'ny chances in or resocation of an authorization or other permission by an individual,t he extent that s h limitation,restriction,Mange.or rewwion may affect B iness Associate's use or disclosure of PHI §I1. Compliance with ARRA. Co; rcd Entity and Business Assoc late agree to comply Gith the amendments to II IPAA Included in the American Recos cry and Reim estment Act of 2009(-ARRA`)1 P I. III al including all pi _ and secures regulations issued under ARRA that appls to Business Associate as and'hen those regulations are effective §13, Term. This Addendum shall take effect on the effects e date of the ties ces Agreement,and shall continue in effect unless and until either party terminates this Addendum or the Services Agreement g14. Breach:Termination;Mitigation. If Cos ered Entity knots of a pattern of thin its or practice of Business Associate that constitutes a material breach or siolation ofBusiness Associate's obligations under this Addendum,Covered Entity and Business Associatemsteps shall take a re abl-eyes; to cure such breach and make Business Associate comply_and if such steps a esslul.Creed limits may terminate this Addendum Business Assoc ate shall take reasonable actions available to it to mitigate am detrimental elects of such s iolation or failure to comply Page 7 of 12 Customer Init ,- • ZOLI.Data Systems,Inc. Application Service Pros ider Agreement for Monroe County Fire Rescue Exhibit A—Business Associate Addendum §IS. Return of Pill.Business Associate agrees thatupon termination of this Addendum,and iffeasible.Business Associate shall lal return or destroy all PI II massed from Coscred[ntts,or created or omen d be Business Associate on behalf of Covered Entity,that B siness Associate r h in any t and retain no copies of such i f or.(b)if such ream or destruction is not feasible immediately notify Covered[tat of the reasons return or destruction are not teasIble and extend indefimtelu the protection of this Addendum to such PI II and limit further uses and disclosures to those purposes that make the return or destruction of the Pill not feasible. §16. De-identified Ilealtb Information Business Assoc ate may do identil$um and all till I and may create a—I.imeted Data Set`in accordance with 45 C.PR. * 16451416)&(e).Customer knovdedges and agrees that deidentfld information i'not Pill and that Business Associate may use such de —identified information for any lawful purrywe.Ilse or disclosure ora limited Data Set must comply with 45 CFR 164.514(d §I). aunty al. All representations,covenants,and agreements in or under this Addendum or any other documents executed in connection with the transactions contemplated by this Addendum_shall sun is the execution_delivers,and performance of this A Addendum and such other documents The respective rights and obligations of Business Associate under Section 14 of this Addendum shall survive ter mmation or exudation of this Addendum. §IS. Further Avuranres;Conflicts. Each party shall in good faith execute,acknowledge orient\_and deli>er any and all documents which may from time to time he reasonably requested by the other party to cars out the purpose and intent of this Addendum.The terms and conditions of this Addendum will Oserride and control any confictingterm or condition of the Services Agreement All non conflicting terms and conditions oldie Sets ice Agreement shall remain in full force and effect An}ambiguity in this Addendum unit respect to the Sen ices Agreement shall he msolsed in a manner that n ell permit Coycred Entity to comply with I IIPAA. §I9. Applicable Law. The parties acknow ledge and agree Mat I IIPAA may be amended and additional guidance or regulations implementing I IIPAA may he issued atter the date of the execution of this Addendum and may affect he parties'obligations under this Addendum The parties agree to take such action as is necessars to amend this Addendum from time in order as is necessary for Coy ered Entity to comply with I IIPAA. Page 8 or 12 Customer Initi • Z01.1.Data Systems,Inc. Application Service Provider Agreement for Monroe County Fire Rescue Exhibit R-Service Level Agreement Son ice Level Agreement(the-SEA )defines the sen ice levels provided by Z0L1.in accordance with delis(Ping its sollware as a hosted Sen ice pursuant to the Application Set' ce Polder Agreement(the''ASP Agreement") to tick this SIAisattached as an exhibit ibis SI.A is etrectve upon Z011 s acceptance of signed copy of the ASP Agreement from Customer and receipt from Customer of all fees duc and rev able Capitalized terms used hut not defined herein shall have the same meanings as assigned to such terms in the ASP Agreement I Sen ice Os ene ./OI.L hosted services(the Ilosted Sen e. )ae defined as the sere iceof hosting.on ZO1.I:s II platoon the mob based Spins-are for use by Customer.Z01.1 s IT platform includes the network connectik hardware ss stems security components and management en ices supporting the Floated Services Specmfie.11y excluded from this SIA are the services solhare and hardware pros ided by other third parties(such as cellular network carriers and mobile handset pros iderse and no other solissarc sery ices or systems operating outside of ZOI.I.hosted infrastructure-includinn any soli are(including/OI 1 's deselaped sottuarel o .stems operating on Customer's premises 2 Service Deliverables 2.1 Service Deliverables 2.1.1 Downtime. Downtime expressed in minutes 15 an time the Hosted Sets ice is not accessible to Customer and Customers users 2.1.E Planned Downtime.Planned Doswume is Dowmtimc including scheduled periods where the hosted San ice mac not he available in order for ZOII.to continue to bring the hest possible sers ice.faturess and performance to its customers.Planned[Jo"ntin,e includes,hut is not limited to 1)Standard Maintenance,and 2) Emergency Maintenance. Standard Maintenance is performed a hen upgrades or s'stemn updates need to be applied(i a standard software release.non-critical software updates).Iinergency maintenance happens when there Is a critical system update that needs to he applied quickI'to avoid significant downtime(such as hardware patches that address secs er vulnerabilities or a critical mihare update). .Srandarz/Lniruenence II Irrdnu s Weekk.Monday and Wednesday bemcen the hours of]pin to I Ipnt Mountain Time.Notice will go out at least 24 hours in advance of the planned outage Emergence tfunieeamtae It ndmsr:As needed Best efforts mall he made to prcide notice at least 30 in inures in advance of the planned outage 2.1.3 Excused Downtime.excused Downtime time is Downtime caused by a)sen ices_software or hard are provided by ansone other than/01.I.(such as the cellular network carrierthe mobile handset provider),h)sothsare_services or systems operating outside of/.O1.I.hosted Infrastructure including an soih'are (including/O1.I:s des or eloped sofisvare)or systems operating on Cusormrs premises-)a Iroree hi leurc cs ent or a customer related action(e a a customers failure to comply with its obligations under the Application Service Prouder Agreement or us eof the Hosted Services in ways that were not intended) 2.1.4 I nplanned DOW niirne. I lnplannd Downtime in a calendar month is expressed as a percentage calc slated as follmms (Dow nano-(Planned Downtime+I:xcuased Dmmntime) x 100 =x.n-%ahem X-is Unplanned Downtime heal number of minutes in the calendar month 2.1.5 I nplanned Downtime Goal. /01.I.shall provide the Hosted Services such that there is less than I%ofUnplanned I)owntiine in a calendar month - 2,1.6 Incident ylonitoring and Reporting Problems with the llostd Semmes can he logged by Customer through the/Oil-support wabsite at stipporl zoll coin or through the ZOI I call center at 8011-6(13-301 I. An incident report will he created and escalated as appropriate SEASDARI)ZOI.1.DEER ERAREES: Online Incident Hep irdng:24x7 tenoning through the/01.1.suppon site support rot toll coo.Responses shall be provided within 24 hours during normal business hours Call('enter Standard.Gggmr'r Monday to Friday 6:ooam to 6(111pm,Mounain'lime 2.2 Covered Services/Customer Contend E3.1 ('mired Services.The Hosted Sen ices covered by the Unplanned Downime Goal are those identified in the ASP Agreement as the ASP Sea ices that hoe been activated for Customer and Customer has accepted and is using in the course of'earn me out their normal business operations. 2.2.2 Availability of C ustomer Content. It is Customers responsibility to muinain any Customer Content that it requires for archival purposes ongoing management of its operations.Unless specified other's ise in the ASP Agreement ZALL will store Customer Content.other than Inactive Data(as defined helow),for FI years(calculated from the date of creation of such Customer Content or/OLIs receipt of such Cmtomer Content,mhicheyet is later)in ZOI 1's work ran data set Upon the expiration of such 151^ear period,ZOI.I swill notify Customer in writing and will provide Customer the option.which Customer shall exercise by informing ZO11m within 30 d -of recce mg the notice that either(a)C 'timer mishes[ e C'ustomerContent in a ZOi.l-provided awl that allomss t Customer to Gem arch and print such Customer Content then-currentor tbl Customer will pa ZOI.1_at/O1.I.-s storage rates and upon ZOLIs then-current terms and conditions.to continue to store such Customer Content. If Customer fads to exercise one of the foregoing options within such 30-dos period/011-will hum the right to destroy all Customer Content in its possession or under its control During the time ZOI.I.stores Customer Content for Customer hereunder.ZOI.I.will periodically identify Customer Content that has had no/11:11VItS associatedwith l for at least IRO day('Inactive Dal ')and mill notify Customer melting of its intent to remove the have e Data from/011-s working data setad destroy such data.unless Customer equests inage within 30 days of receiving the notice from/01 I.that either(a)Customer ishes m receise such Rennie(Data in a ZO11-pros teed tool that allows Customer to slew.search and print such Inactive Data or b)Customer mill pay/O11,at ZOII's then-current storage rates and upon/O1.1's then-current terms and conditions_to continue to store such inactive Data If C stomer fails to exercise e of the foregoing options thfn such 30-day period-ZOLI will have the right to desroy the applicable Inactive Data in its possession or under its control. Except fensa this Section 2 22.the terms of this SLA(including without limitation the unplanned Downtime Goal)do not apply to Customer's access of Inactive Data Page 9 of 12 Customer Initial ZOI.1.Data Systems,Inc. Application Service Provider Agreement for Monroe County Fire Rescue Exhibit B-Service I.ewel Agreement 2.3 Remedies.A Service('redit"means a percentage of the monthh son ice tee to he credited to C'ustomer(subject to Customer's xmten request therefor and ZOI.Cs verification thereof)for the service for which the Unplanned IAmntime Goal is exceeded in a calendar month I'or any calendar month where the aggregate total of Unplanned Downtime for a particular service exceeds 1%_ZOl I.will pro ide a 10%Sew iee Credit towards Customer's monthly service charge for the sem Ice that was affected:pro'ided that credit is requested hs the Customer within 30 doss of the end of the calendar month in which the Unplanned Downtime occurred and the Unplanned Domtimc Is'erilled by ZOLL. The Service Credit will he applied to a future months service invoice(typiedly two months later).Customer service used'disputes concerning unplanned Downtime now he made in writing within 60 dais Item the Unplanned Downtime in dispute and include details on the nature of the outage and date and time of occurrence. Prior to issuance or Senia Credits the incident must be'eritled by Z011_ Failure to submit a%rivet requestf Sew ice Credit as noted ahot e shall cmttivaeu waiver ofsuch Sew ice Credits fit Customer Further_Se ice Credits shall n t be issued if Customer is not current on all fees due and payable 3 Term. The term or this SI A shall he coincident wnm the term of the ASP Agreement. 4 Other Conditions 4.1 General Terms&Conditions.Terms and conditions on use of Hosted Sett hies are contained in the ASP Agreement. 4.2 Modifications.Changes to this SLA may he made from time to time atZOLI is sole discretion Customer will he notified of any material changes to this SI_A. 4.3 limitations On Remedies The oiediee or-Scrotal 2 of this SI A shall he Cum sole and exclustte remedies with respect to Zola exceeding the Unplanned Downtime Goal. Page 10 of 12 Customer Ionia fl/ • ZOI.1.Data Systems,Inc. Application Service Pros icier Agreement for Monroe(county Fire Rescue Fabibit('-Services I. DEFINITIONS. Capitalized terms used in ibis Exhibit C hut not defined in the Agreement shall have the mean set!lath herein 2. SERVICES 2.I ZOI.I.Obligations. Z011.agrees to proside Sen ices as _pc]healk described in.and in accordance with.tiff SOW executed under the Agreement. 2.2 Customer's Obligations. (a) Access. Customer shall al its own expense p ide or make ailahle to/01.1.access to the Cus 'spemises,s stes.telephone terminals and facsimile machines and all relesent information doNlnemation and staff reasonably required he/01.1.to enable ZOLe to perform the Sen ma. (I,) Maintenance of Access Conditions. Customer responsible f aintain e the conditions of access specified in clause 2 21a)above and the SOW. /0I1_ may NLISpCnd its obligationsduring such period that s h conditions of- not maintained and Cuswiner agrees to reimburse ZOl L for any reasonablects incurred as a result of such suspension at its Then current time and materials rates. (O Other Obligations CLISIOIller agret:s to perform its obligations hereunder(including the SOW)in a mei, manner and shall co-operate and provide/OII_ with requested information to enable Z01.1 to perform the Seruces To the extent that/01.1 is perNnnina work in accordance with specifications pro%idedIn Customer.Customer shall he soled) responsible for compliance with all lass and regulations. 3. EXTENSION OFrOIF. 3.1 Delay. Customer acknowledges that time frames and dates for completion of the Son ices as set out in the SOW are estimates only and the ahilip to meet them is influenced b)u range of factors including. I a)the developing nature of the scope of work_(h)the performance of third part)contractors invoked in the prtx .s.(e)the d nd l s to contribution of resourcesZ 1..heRlno he liable tbrimesoftomeetcm frames or completione doe unletomha sObligationstnugenceo are therefore IfCustomerefails tik to lc giber basis andonly ZOl 6 shall notoml to ffrferotemeett n' dlinstac'thl`due at than 3t des notice ICCuh Customer lit, chantinstallation oNFnt months So is EffectiveOhan 30dss eel- scheduled Ind Customer sit lelpyaa3ad ouncara nrequestsang change b the coticuoed C thef luring,with less littn3nd notice.el H. co and CAt rsel costs as additional tieeschedming) mry additional costs incurred� � result(including.without limitation. 5 rip 1 nrcl changefeeto � err increased f q ns- result f the resehcdullnyl. 3.2 Changes. Customer understands that L01.1.'s perturm'ance is dependent in part on Customers actions Accordingly_an}dates or time periods relevant to performance by/OI.I.hereunder AM be appropriately and equitably xt nded to account fin any delays restiltinglom changes dim to Customer's acts or omissions If either pins proposes in s‘riting a change to the scope.timing.or duration of the Sen ices.the other parts wille marls and in good faith corder and discuss with the propo ing party the p pt ed change and a e tied estimate ofMe costs fi such change ItCustomer elects to hase/01.1.deelop custom saga are Customer agrees that the functional_ posided bs the custom software tint essential to Customer's use of the Software itrustornerd of use all of the Services purchased. unused Sen ices will he credited 3.3 Notification. Where in/01,1'5reasonable opinion there is likek to be a delta in the pro%ision of Sers ices under an)SOU because of a cause beyond the reasonable control of ZOI.I.(including default or delay of Customer in performing itsblgations). will ll. (a)notitq Customer of the circumstances of the Jelin (high details of the like)) eIreu of the del as and develop_at theca expense.a nit g>to manage the consequences of the delay.(c)request a reasonable extension of time.and(d)submnto Customer statement of the variations to the SOW resulting front the delay. 4. THIS SECTION INTENTIOs d 1.131.F.Is.'RI.AVG 5. OWNERSHIP AND I.ICE NSF. 5.1 Ownership. ZOE shall retain all riehtlde and interest inand to (Mall software.t routines.programs.designs.t tog .ideas,know-how processes. techniques and inventions thatZOI I.makes.d p: reduces b to practice.whether alone Jointly with other. ther or e nfperiniig the Sen ices. (h]till enhancements.modifications.improvements and de nsatise works of Fe Solware and of each and am of the foregoing.and(c)all Intellectual Property Rights related to each and any of the foregoing icollectn el',the%01.1.Proper") 5.2 License Provided that Customer is not in breach of any material term of the Agreement or any SOW.Z01.1.grants Customer a non-exclusi)e.non-transferable license. TIling rights to subl se.to use the/OCI.Property that is incorporated into ell' ahles delivered p want to an SOW(each.a'Deliverable").solely for CPIs internal business purposes in Software connection with the use of the Delis and the Soare and soleh for so lona as the licenses to the Smith are granted tt pursuano the Agreement remain in effect Page II of 12 Customer lnilfe1�N�- • ZOLI.Data Sfstems.Inc. Application Service Prodder Agreement for Monroe County Fire Rescue Exhibit D-Demriptinn of Licence Types The license to install and use the Sotissare shall he in accordance with the following license options.The Software mm contain a software license management tool(a `License Manger`)that regulates Customer's use of the Sollssare If so.all of the licensed setts its described helms must be subject to the control of the License Manager.and Customer may not install or use the Software in a manner that etreums ems or interferes with the operation of the license Ylanaser or ant other technological measure that controls access to the Software Hosted License-Hosted License pros ides access to the ASP tiers as described in Section 3 I and pros ides Customer the richt to install the5ttware on an unlimited number of compatible personal computers or des fees.for use hs and number of Customer users to perform Dispatch_Billing Scheduling.Records Management_or to facilitate the of PCR:_as specified on the Idol Order The license . not limited t specifically identified Customer users Page 12 of 12 Customer Initia k -