Item G4Meeting Date: September 16. 2015 Department: Em rgency Services
AGENDA ITEM WO61ING: Approval to waive purchasing policy and issue a purchase order, and approval
for the Fire Chief to execute an Application Service Provider Agreement with ZOLL Data Systems,
provider of RescueNet suite software products, for the purchase of application hosting and technology services
on their FireRMS product in the annual amount of $17,550, a one-time $9,450 deployment fee, and.a one-time
remote/on-site implementation all-inclusive fee of $18,600; this includes data migration and conversion
responsibility for configuration to ZOLL Data Systems, Inc. and integrates Monroe County Fire Rescue's
current ePCR and RescueNet billing software with FireRMS providing a one -of -a -kind solution for MCFR.
ITEM BACKGROUND: The Florida Fire Incident Reporting System (FFIRS) established under Florida
Statute 633.136 within the Division of State Fire Marshal mandates fire departments to report and maintain
computerized records of fires, and other fire department incidents, in a uniform manner codifying the language
for the National Fire Incident Reporting Section (NFIRS). Zoll's ePCR system is based an the National
Emergency Medical Services Information System (NEMSIS Version 3) and FireRMS on the National Fire
Information Reporting System (NFIRS Version 5) Standards. This solution assists each agency in meeting its
regulatory requirements by electronically transmitting data into the National EMS Database and the National
Fire Incident Reporting System. ZOLL's RescueNet ePCR and RescueNet FireRMS solution is the only known
vendor that offers a fully -integrated Fire and EMS data system that rneets the following US federal
requirements:
FDA Class I MDDS Registration NEMSIS Version 3 Compliance
F DA Class I I Medical Device 5 1 0(k) Clearance NFIRS Version 5 Compatibility
PREVIOUS RELEVANT BOG ACTION: N/1
CONTRACT/AGREEMENT CHANGES: N/A
STAFF RECOMMENDATIONS: Approval. Staffis requesting a waiver of the requirement to get two
quotes in light of the fact the Zoll product being purchased is compatible with other Zoll software used by
Monroe County Fire Rescue.
TOTALCOSTFY15: 145,600 (There wifl be a 2% discount off this com iZfid1 pat nient iv made to 7oll b), 9-30- 15
Cost includes: $9.450 — one-tirne de2loyment fee
$18.600 —one-time remote/on-site,impi,ementatiopfinc/i(de.v all
$17.550 — Annually FYI 7 forward
REVENUE PRODUCING: Yes —No X AMOUNT PER MONTH — Year
I L
APPROVED BY: County Attorney C t'f OMB/Purchasing-N Risk Managemenkg
_V_� F0Qjj4[Htj �, _� �j �, �j IMt-71k
DISPOSITION: AGENDA ITEM #_
Revised 6/15
Contract with: ZOLL Data Systems, Inc. Contract #
-------------------
New Effective Date w/ 10/1/20115
Expiration Date: 09/30/2016
A inufal renewals until lerininated
Contract Purpose/Description:
I Contract Manager:
I , WOT, I4 IFIE961411m,
6088 -mergency Services / Stop 14 (Department/Stop #)
Agenda Deadline: 09/01/2015
-----------------------------------------------------------------
Total
Fire RMS Deployment
Current
$45,600
Dollar
S9,450 one-thnefee
FY15
Value
Year
(2% Discount
Of
FireRMS Reniote/On-Site Implementation
Portion
of this cost if
paid by 9-30-151
Contract:
= 60 S18,0 ore -time fee
(10) Cloud Hosted FireRMS (per station)
= S 17,550 annually
Budgeted? Yes Z NoE]
Grant: $ N/A
County Match- S N/A
ADDITIONAL COSTS
Estimated Ongoing Costs: $17,550 / year For: (IO)Cloud-Hosted Fire RMS Licenses
.. .................. ...
CONTRACT REVIEW
Changes
Date
In Needed Reviewer Date Out
Division Director Yes EJ No[�t' 00f
Risk Management t Yes El Noff
O.M.B./Purchasing Yes[] NoE� 19
County Attorney 28 Aug 2015 Yes[—] No 28 Aug 2015
Comments:
OMB Form Revised 2/27/01 MCP #2
Z L,L Data Systems, Inc. Order No:00012175
Application Service Provider Agreement
T111S APPLIC ATION SE RVIC E PRO't'IDER ACRE ,%IEN'E' ("ASPA") is made as of October], 2015 (tire "Effective Date"). by and between
ZOLL Data Systems, Inc., sa Delaware corporation with offices at 11902 Ridge Paark`va`, Suite 400. Broomfscld, CO 80021 CZOL.L") and Monroe
County Fire Rescue (the "Customer").
StreetI,H[To: Monroe County Fire Rescue
�
Territory Manager: Jason Meyer Expires: b
I
AnnualCostor MonthlyCost
Item Type Description
yMY List Price DIsc Adj. PrIce one Inme Charge
A
FHS L SL Firehouse SCIL Conversion Taal 1-3 Stations (6 Month 1 $3,000.00 35% $1,qS0.00 $1,950.00 N/A
License)
FI s mm p" `
lic.
Annual Cost or
Monthly Cost
Item Type Description
Ctty
list Prig
Disc Adj. Price
One Time Charge
MFRIVT TPL MFR Incident Validation and Trusted Analytics {per Paid
10
$750,00
$750.00
$7,500a 0
N/A'
Station!
Lic,
Annual Cost or
Monthly Cost
Item Type Description
CRY
List Price
Disc Adj. Price
One Time Charge
RNFD RescueNet FireRMS Implementation Day (Includes Travel
2
$1,500,00
$1,5 0.00
3,000.00
N/A
Expenses)
RNFD u- RescueNet FireRMS Implementation Day (includes Travel
a
$1,5 0.00
$1,500.00
$12,00 -00
NIA
Expenses)
miscellaneous
Lic.
Annual Cost or
MunthlyCost
Item Type Description
QtY
List Price
Disc Adj. Price
One Time Charge
MIX — ImplenrentationService
1
$3,6 0.00
$3,600.00
$3,600.00
N/A`
Comments: 2%discount offered WWI payment is
ANNUAL FELS:
S17„550.00
received in ouroil-iceby 9130/15
MONTIILY F°PES„
S1,462.50
PROFESSIONAL
SERVICE S:
SI .6t)i1°OO
( qui—livir rE s:
S9.4 0,00
Annual Fee, 'nae Annual Fee is S17,550 for tweelwc-month periods during
the `re (beginning
on the Effapctiwe Dole).
%%hich wvill be invoiced and
paid as the Monthly Fee of°S1,462.50°
a
PaymentTerms: `ne first invoice issued tender this agreement will be issued upon completion offlie implementation services and +vflt be fbr the starts
Page I of 12 [ usinmer Initials
L. Data Svsteaats® Inc. Order 1oA0012175
Applicalion San ice Provider Agreement for Monroe County Fire Rescue
111111101WWWWWW'"M MINIMUM,, Imm", aaw WON 1101101111W11111011
&,I, fclx� Bc—. I, M-MVIWU CYT-LiX A014TWK III It) i'= S i I UFeLt I I I L I %,A It I' U 1551vl�
90 da�s after ilia Effectke Date, or upon completion of the implerntmiation. whichevcr is eur'kr. %%ith ilia exception of (he L figibility Module which
%�ill start billing on the date agreed upon (and noted in the comment section above) at the time ofcontract signing. which %, ill in no case be more than
120 da�s from contract signing. All amounts are due Niiithin 30 da� s altar the date ofthe invoice. 'The Total PrOlaSSiOlIal Scr% ices fees. the One I ime
Fees and the Monthly rees are hereinafter rererrcd to coflecti%cl-, as the'Soffivarc Eces'.
The person signing bclo%% reptimnts; and warrantN that site or lie has the authorii) to bind Customer to ilia terms of this Agreement. By signing
bclo%�. the parties agree to the terms and conditions ofthis Agreement, Once signed, any reproduction oFthis Agreernent, or any attachment orl
164� vi, ail
undcrthisAgreement %vill N.- whji�ctlo it=
ZOLL Datn vsterrt Inc Monroe County Fire Rescue
Signature;
Name: Name -
Title: 'ritic:
Date: Datc;
MONROE COUNTY ATTORNEY
APPROVED AS TO FORM
Vt. 1w
COW?- I
Assistant County Attorney
Pape 2 of 13 Customer lnidals
ZOLL flaafa Systems, Inc.
Application Service Provider Agreement for eMonros County Fire Rescue
Terms and Conditions
1. Definitions
I.I. "ASP Services" means the provision or Fire or 17MS data toanagurmcm functiornality as described hosted by ZOLL and made avaifaVe to VtS= cuviomers for their
internal business use in accordance with the terms of this Agreement.
1.2. "F AA" means the Business Associate: Addendum attached hereto as Exhibit A,
1.3. "Confidential Information" means all trade scercts, business and financial inforsrmation, computer software,, machine and operator iniquitia ons, t.usmess mctha ds,.
procedures, knov` hove, and other information that relates to Inc business or technology of either party and is marked or mentificd as oast l ider&aal,. or i,, cfsclosed in
circumstances that would ]cad as reasonable person to believe: such information is confidential. °iiit Software and the Instruct ions shall be considered Z LL's
Confidential Information, nousithelanding any failure to murk or i icribry 1 as such.
lod. "Fee Based Services" means the ASP Services for ohich ZCII_f. charges Customers fee
135 "Initial Order" means the written. mutually executed document preceding these terms and conditions.
1.6, °"Instrurifiano' means the instructions for use of the ASI' Services and the docurne tuition and users manuals from time -to -times provided by ZOLL on the ZOL.L
Site
1.7. "Intellectual Properly Rights" means any and all existing or future copyrights, trademarks, service marks, trade sacrcts. patents, patent opplo at orra,. know hove
moral rights, commet rights, and other proprietary rights, and all registrations, applications, izavr vats, extensions,, and combinations ofthc forego ng
I.S. "Order Form" means a written document mutually ;agreed to and sikined by the parties and made to part of th-s Agreement, sctun,i forth additional ASP Services
to be provided to Customer under the terms of this Agreement during the Perm.
L9. "Software" means Inc ZOLL sofivvaarcc that underlies the ASP Services provided to C uttomcr, as modified, updated, and enhanced
1.10. 'ZOLL Site" means the vveb site located at a unique URL to be provided by ZOLL to Customer %%here sand users ma1v download the Soflcvare and acccs i, and use
the ASP Services
2. ASP Services, Pay,niern Obligation, Taxes.
2.1. Provision or ASI' Sere ices by ZOLL. SubJeci to the terms and conditions ofthis Agreement, ZOLL math use commerctarlly reasonable eiicrrts to make the ASP
Services avaitable to Customer through the ZOLL Silo over normal naovork connections, excepting dovvriume due to necessary maintenance ;and troubleshomting
Customer, not ZOLI., shall be responsible for controlling its uscrs and protection ofconhdcromt fty ofas login lDs and passwords the BAA shall apply to the ASP
Services Customer acknowledges that (i) it is rc.aponsimlc for maintain n,= its interface and connectivity to the ASP Services and (it) the facalaty(aes) used for pren is on
of the ASP Services may be surreal l or operated by ZOLL, or a ZOLL aflifiala or a third party, or any combination of such frcmucs, as determined by ZOLL
2.2, dsodiricaations and Upgrades Io ASP Services. Customeraacknovvlcdges that ZOLL may modify and upgrade the ASP Services„ on an ongoing basis, in order to
improve or adapt the ASP Seri ices. Without limiting the lbregoing,. ZOLL will have the right, in its sole discretion to develop, provide and market new, upgraded or
modified ASP Services to Customer, including adding, ren oving, or modifying the furauronaht;- or features of the ASP Services accessible by Customer and Its risers
ZOLL v4 ill use commercially rcaasonaVe of frins to notify Customer within az reasonable period of now pricer to the implementation of such changes sax that Customer is
reasonably informed ofralteratiosns teethe ASP Services that will affect the ASP Services and Customer's use. ofthein
2.3. Support and :M ainlenanee. ZOLL vvill provide telephone support services during, ZOLL`s regular business hours for Scty+ce (pie ums
2.4. Payriment Obfit;ttta'aaaa Fees Erased Services provided to Customer earl require payment of applicable teas The fees (the 'Tees") traits of use and payment fair
Fee Based Services are set forth in the Initial Girder and any Order Form, All payments must heinous in C] 5 dollars, unless othervvise agreed by the partie _ Any
amounts not paid when due evil] accrue interest at the lesser per month or the maximum rate permitted by applicable have freers the due date until paid. In
addition, ZOLL reserves the right to deny Customer,. and its users, access to the ASP Services in the event that any invoice is not paid in a timely manner, or to
terminate this Agreement in the case of non-payment ofan invoic€=(s); unless Customer has provided vvnium that the invoice is the sulceet of BOW faith dispute
Customer acknoo ledges that ZOLL will not be responsible for any damage or liability caused by ZOLL °s interruption or term,natum of the ASP Services in accordance
with this Section 2 3 as a result of Customer's f€shure to pay ZOLL in a timely manner
.5. Taxes. ices exclude., and Customer will make all payments of the Fees to ZOLL, lice and cicar of, all applicable sates, use, and either taxes and all applicable
export and import fees., customs duties and similar charges. When applicable, ZOLL may include any taxes that it is required m coifed as a separate hne item art an
invoice Customer yvill be responsible tsar, and will indemnify and hold harmless ZOLL from, payment craft such taxes (other than tastes based on ZOLL's net
income), fees, duties and charges, and any refuted penalties and interest, ansing !`ream the payment ofthc Face or the delivery ofthe ASP Services to Customer
hereunder No taxes will be charged ifZOLL has a current exemption certificate from the. State of" rioudis that exempts Customer from paying taxes
3. License Grant; Restrictions, Ownership.
3.1. License Grunt. Subject to the terms and conditions ofthis Agreement, ZOLL grants to Customer. during the Turn, a nonexclusive, nem-transturable, non
subhcensaable license to access and use the ASP Services using the. Scatly airc, each as made availabh to Customer through the ZOLL Site, solely f`or Customer's internal
business purposes and solely in accordance with the Instructions.
3.2, Restrictions. Customer shall not, and shall not permit any third party to. (a) modify= adapt. alter„ Imnslate, or create derivative works from the. ASP Services.
Software or the Instructions,, (bg allow any, third party access to or ass: arms ASP Services. (c) reverse: engineer, decornpile, disassemble, or othero w attempt to alter
or derive the source code for the Software; or (d ) o ficrivise use or copy the Software or the Instructions or the ASP Services in any manner not expressly permitted
hereunder Customer agrees not to use me ASP Services in excess of its authorized login protocols Customer shal I i mmedRandy notify ZOLL of any unauthorized use
of Customer's login ID, password,. or account or any other breach of security
3.3. Remediaatlan. ]fCustomer becomes aware ofany actual or threatened activity concernplated by the restrictions on use set i"sarth in Section 3 ys above, Customer
will, and will cause its risers to, mimediatcfy take: all reasonable measures necessary to stop Inc activity or threatened tote ity and to mitigate the effect ofsuch activity
including, (a) discontinuing and I ruining any improper access to any data; (b) preventing any use and disclosure of improperly obtained data, (a) destroy ing is% copies
of improperly obtained data that may have been made on their systems- (d) otherwise attempt; ng to mitwate any hann from such events; and (c) namedaatony notifying
ZOLL of an% such everit(s) so that ZOLL may also attempt to remedy the problern(sj and prevent its future occurrence
Page 3 of 12 Customer initials
ZOLL Data Systems, Inc.
Application Service Provider Aigirrement for M3rsnroe County Fire Rescue
Terries and Conditions
.4. Ownership, The 5oftoure, Instructions, ASP Services, all proprietary technology utihacd by ZOLL to perform its obligations lender them Agreement. and all
haellectuat Property Rights in and to the foregoing, are the "elusive property of ZOLL (or, as the case may be, its licensors and suppliers) Am,% rights nett cyere: i ly
granted to Customer hereunder are reserved by ZOLL (or its licensors and suppliers, as Inc case may be).
4. Customer Content; Security, Backups.
4.1. Cuslonter Contrail. As between ZOLL and Customer, and vvohout l inning the rights (Many) of any patient, Customer vvill retain at' ri ght, title and interest ;m and
to all data, mbermanon or other content provided to, Customer in its use of the ASP Serf ices ('Customer Content"); provided, hoo ever, that ZOC 1. may de-[dent€fv
and use Customer Content for any la€ ful purpose consistent with all applicable law
4.2. Security. Subject to Customer's obligations under this Agreement, ZOLL odl implement commercially reasonably security measures %within the ASP Services ;n
an attempt to prevent unlawful access to Customer Content by [hard panics Such measures may include, mhert appropriate, use of updated fire%valls, commercially
available virus screening sirfroare, logon identification rind paassvvords, encryption. intrusion detection systems. !rigging of in chops, periodic reporting and prompt
application of current security patches and virus defnnoms
4.3. Backup of Customer Content. While ZOLL will use commercially reasonable efforts to maintain the integrity of the Customer Content, to back rip the
Customer Content, and to pro%rde I`all and ongoing access to the ASP Services, bass of access to the ASP Services andfor loss eaf`Cuinomcr Content may occur
Customer will make pro%ision for additional back-up storage of any critical Customer Content ZOLL will out bL responsiblc for any loss: corruption ofor
iriaccessitudny of the Customer Content disc eta interruption in the ASP Sen ices or other%m tse arising out orcireurnstances not or in in ZOLL's control.
5. Gi arraanev ionuclasisrsers.
5.1. ZOLL Service D'urra ty. ZOLL represents and vv;trrunls that during parTerm of this Agreement, (i) ZOLL has the right to license the ASP Services and
Instructions to Customer pursuant to the r Agreement and (it) the ASP Services %%tt! mamnally conform to the Instructions Customer v%ilk notify ZCILL in %%rating ofian%
breach of ices moronity, and request a correction of"tic oarrtsated n€>nc€snfiernity If ZOLL is unab''e to prov ide a corriccr m or work -or€ and pursuant to the semis
governing the pro% union orlhe ASP Services after using cc mnn rc mlly reasonable efforts. ZOLL may terminate this Agreement upon oTilten nohcc to Customer "finis
Section 5 ]sots forth Customer's exclusive remedy, and ZOLL's entire liability, Itsr breach ofthe warranty forthe ASP Services contained herein
.2. EXCEP't' AS EXPRESSLY PROVIDED IN SECTION 5 1, THE ASP SERVICES ARE PROVIDED "AS IS", WITHOUT ANY WARRANTIES OF ANY
KIND, WI IETHER EXPRESS, IMPLIED OR STATUTORY. ZOLL DOES NOT PROMISE °TILAT TtHE ASP SERVICES WILL BE SECURE,
UNINTERRUPTED CAR ERROR -FREE„ OR TIIATTiHEY ARE SUITABLE FOR TFIE PARTICULAR NEEDS OF CUSTOMER, ITS USERS OR ANY Tl HRD
PARTY OR'THA'F T iEY WILL BE rAVAILABLl FOR, ANY PI!:RIOD AND ZOLL MAKES NO Fi v-`rilNE CUMthtrrmENrr ZOLL SPECIFICALLY
DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, wr four LIMITATION, ALL WARRANTIES OFa MIERCI LANTABILFFY, FITNESS FOR A
PARTICULAR PURPOSE. TITLE, AND NUN INFRINGEMENT- AND ANY WARRANTIES ARISING I -ROM COURSE OF DEALING Olt COURSE OF
PERFORMANCE OR USAGE. IN TRADE CUSI'OkIER ACKNOWI.EDGES `TFIA,r IT IIAS Itl LIED ON rat) WARRANTIES Orif FER,ri-IANTHE EXPRESS
WARRANTIES t Tl IIS AGREEMENT AliD T HAT NO WARRANTIES ARE MADE BY ANY OFZOLUS LICENSORS OR SUPPLIERS
.3 Customer acknowledges and agrees that in entering into the the Agreement, it hm., not relied upon Inc future availabduy crony new or enhanced feature or
functionality, or any new or enhanced product or service, including, onhoui limitation, updates or upgrades to ZOLL's exit tiag, product and services. ZOLL's
performance obligations hereunder are: limited m those expressly enumerated herein, and payment for ZOLL's performance obligations she" be due as described harem
6. Lint! inthin of Lie hill ky. In no event vvf l either party be liable hereunder for any consequential, indirect, exemplary, special, punitive or incidental damages. or for
any lost data.. lost probes or crests of procurement oi'substitute goads or services, arising from or relating to tits Agreement, however caused and under an% theory of
liability (including negligence), even itsuch party has been advised of the possibility of such damoaes. ZOLL's total cumulative liability in connection orth this
Agreement and the Sofiv%mc, whether in contract or tort or otherwise, will not exceed the amount paid TO ZOLL BY C. t ``STONIER FOR the ASP SERVICES provided
UNDERTHIS HIS AGREEMENT IN THE PREVIOUS SIX (fs) MONTH PERIOD Customer acknowledges that these limitations reflect the [allocation ofrisk set forth in
this Agreement and that ZOLL would not enter into this Agreement without these limitations o= its liabshty, and Customer agrees that these limitations shall apply
tnoto-ithstandmg any failure of ccssentral purpose of any Ionhod remedy In addition, ZOLL discla'ms all ha :ility ofrany kind ofZOLL`s licensors and wpphers
7. Term and Termination.
7.1. Terns, The term of this Agreement (`:Teruo") begins on the Ellcctive Bate and continues until terminated as set forth herein.
7.1 'Termination. Either party may numtnat€: this Agreement without cause on tmemty (20) drays prior ormen notice to the other party. Either party may terttsimaaa;
this Agreement immediately if the. other party materially defaults in the performance of -any of is obligations hereunder and tails to auto such default canon thirty (30)
days after oTroctt notice from the non -defaulting parity.
7,3. E fecis of T°ermination. Upon termination of this Agreement for any rc:s son (a) all amounts, Ram,, osoed to ZOLL under this Agreement before such
termination %vill become irrimediatcly due and payable, including., in the e%cnt otterrnination ofthi!i Agreement (i) by ZOLL tender Section 7.2 fora material default or
(it) by Customer under Section 7.2, €a termination fee ("ErvIv Tcratalnation Fee")- if`uptoicable as described in Section 7.4 - equal to the amount„ irony, of(x) the
moral Annual Pee minus (y) the sure ofMonthly fees (as defined in the Initial Order) paid by Customer to ZOLL hereunder prior to the date ofterminatton during the
instal ovelve-month period (b) Customer's right to access the ASP Services %%-If immediately terminate; and (r) Customer must () promptly discontinue all use of the
ASP Services and (ill nuns' or destroy all copies ofthe Instructions and the ofl%vare in Customer's: possess=on or control.
7.4 Products Excluded from Early Termination Fee. RescueNct (c Work, RcscucMct I^let fra,-,sit, and stand alone instances of RescueNct Crew Schoduker ASP are
excluded from the Early Termaralion Fee
. Confidentiality.
8.1. Proteclion. Subject to Section 4 hereof; the party receiving Conf denord Info ation ("Receiving Party") front the: other pony ("Disclosing Party") will not use
any Confidential information of the Disclosing Party fear any purpose not expressly permitted by this. Agreement, and will disclose the Confidential Information of the
Disclosing Party only to the employees or contractors ofthe Receiving €'art[ who have a need to kno%% such ConCdendal Inkintratiot for purposes of d s Agreement
and whit are under to duty of con fidentri clay no less restrictive than the: Receive njt Party`s duty hereunder 'the. Receiving Party o,4h protect the F? whesing Party's
Confidential Information from unauthorized use. access, or disclosure in Inc sarre manner as the Receiving Party protects it:=; rove confidential or proprietary
information seta similar nature and vvith no less than reasonable cram:
.2. Exceptions. the Receiving Parry's obligations under Section S 1 above with respect to are% Confidential Information ofthe Disclosing Party %sill terminate ifand
when the Receiving Party can document that such indentation- (a) ouj alread% lawfally knee%trt to the Rece v-ing Party at the time of°disclosure by the Disclosing Party;
Page 4 of 12 Customer Initials
ZOLL Data Systcrms, Inc.
Application Service Provider Agreement for Monroe Cox my Fire Rescue
.f tMIM
(b) is disclosed to the Receiving Party by a third party vaho had the right to make such disclosure without any confldennalm, restrictions, (c) is, orthrough no fault of
the Receiving Party has become, generally to annuls to the public, or (d) is independently developed by the Receia ing, Party wvrthout access to, or use of, the Disclosing
Party's Confidential Information In addition:. the; Receiving Party may disclose Confidential Into anion of the Disclosing Party to the extent that such disclosure is
(i) approved in writing by the Disclosing Party, (ii) necessary for the € acelvirig Party to enforce its riIdus under this Agreement in connection eviin a legal proceeding.
sir (m) required by laaw or by the order ofa court or sirndar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party oaf such
required disclosure in wvriong pricer to making such disclosure and cooperates with the Disclosing party, at the Disclosing Party 's reasonable request and expense.. in any
Ioo-lol action to contest or lirmt the scope tat"such required disclosure.
% lndernnificadon,
9.1. ZOLL oill defend, at its omen[ expense, any action against Customer brought by a third part) alleging that the AS11 Services infrinno any U,& pan nts or any
copyrights or misappropriate any trade secrets of a third party, and ZOLL pill pay those costs and damages finally awwarded against Customer in any such action that are
specifically attributable to such claim or those coasts and damages agreed to in a monetary settlement of such actions The foregoing obligations are conditioned on
Customer (a) noble ring ZOLL promptly aim warning ofsuch ractiow (b) giving ZOLL sake control of the defense thereof and any related settlement negotiations, and (c)
cooperating and, at ZOLL's request and expense assisting in such defense. If the ASP Services become, or in ZOLL's opinion are likely to become, the subject oaf arc
infringement claim. ZOLL may, at its option and expense, either: (i) procure for Customer the right to continue using the ASP Set%ices. (h) replace or modify the ASP
Services sip that they become non -infringing, or (m) terminate this Agreement, in oholc or in part. as appropriate btotorthstanding the foregoing. ZOLL will have no
obligation tender this Section 9 1 or otherwise with respect to any infringement claim based upon (1) any rase of tlic ASP Services not in [accordance with this
Agreement: (2) any use of the ASP 5enwes in combination with products„ equipment, software, or data not supplied by ZOLL if such infringement would have been
avoided but for the combination wvah other products., equipment, software or data', (3) the failure co'C'ustomer to implement any replacements, corrections or
moprnfications made available by ZOLL for the ASP Services. (d) Customer Content, or (5) any modification oftltc ASP Sera ices or use thereof by any person other
than ZOLL or its authorized agents or subcontractors This Section states ZOLL"s entire liability and the Customer's exclusive remedy for ;any claims of infringenment.
9.2. Customer shall indemnify„ defend and hold ZOLI, harmless from and against any and all hobtlincs„ lasses„ expenses, damages ;and chums that arise out of"
information provided to ZOLL by Customer or Customer's use of the ASP 5ervices except to the exicia same are due to ZOLLA breach hereof or ZCJLL's groas
negligence or intentional misconduct
aft. General Pro%islons,
10, L Compile nee with laws wind Export Regain lions. Customer shall comply as ith all applicable lairs and regulations conec mmg its use of the ASP Serw ices,
Including wvrthout limitation if applicable all export and import control h oos and regulations Customer will not use the Sera ices for rang purpose in vio'zoear of am
applicable lamas, Customer agrees to defend. indemnify, and hold harmless ZOLL twin and against any and rill light] ones, losses, expenses L damages and claims that
arise out of violation of any° applicable: laws or regulations by Customer or any of its agents, oflwers; directors. or employees
10.2. Audits and Inspections. Upon %written request from ZOLL. Customer shall furnish ZOLL with a certiiici ae signed by an oilicer ofCustioner smuntg that the:
ASP Services are being used strictly in accordance wvdh the terms and conditions of this Agreement In addition, upon prior written notice, ZOLL aw ill have the right:.
during normal business hours, to inspect, or have an independent audit firm inspect, Customer's records relating, to Customer's use ofthe ASP Services to ensure it is in
compliance Whir the terms ol`this Agreement, including with .any Herniation can the number ol` vehiciLs or other mechanism upon avhrch piecing is based hereunder The
costs ofthe audit v i 1 be paid by ZOLL: unless the audit reveals that Customer's underpayment of Pees exceeds SRO Customer aysll prrs mptly pa't to ZOLL otn,'
amounts �ilcvsn by any such audit to be caving (ohich shall be calculated at ZCJLL"s standard, nun -discounted rates) plus interest its provided in Sceco- 3 t above
10.3. . ssignmeriL Customer may not assign or transfer, by operation[ (if kov or otherwise, any of its rights under this Agreement to any third party without ZOLt. s
prior awxinen consent. Any ;attempted assignment or transfer in violation of the foregoing sw ill be null and void ZOLL shall have time right to iassign IN s Agreerent to
on aftilime or to any aucccscar to its business or assets to oI'ich this Ainv meat relates, t0unher by merger, sale of iassets. stale of stied:, reorganizations or othcro,iIs ;
10A, U,S, Governmen I End Users. If Customer is a branch or agency of the United States Government, time fnllowaing provision applies The So€t, wv are and
Instruct ism, are comprised of "core mere ad computer sottwvtare ";end "commercial computer soffo are docnmentatran" as such terms are used m 48 C f R 12 212 (SF P`I'
1993) and if provided hereunder are (i) for acquisition by or on befuslt of civilian agencies, consistent `with the policy act forth in 48 C f' R ?_2 213., or (n) [bier
acquisition by or on bchaalfuf units of the Department of Defense, consistent with the policies set forth in 49 C F €t 227 7202 1 (JUN 1 95) and 227 712 3 (JUN
1995),
10.5. Notices, All notices, consents, and approvals under this Agreement must be delivered in writing by electronic [nail, courer e'ectronic facsimile (fax).. or
certified or registered mail (postage prepaid and return receipt requested) to the other party at the address set forth in the Initial Order (or such other address as from
time to time provided by such party in accordance %%ith this Section), and waill be effective upon receipt or three (3) business days after being deposited in the maul as
required above, oluchever occurs sooner
10.6. Governing Low and Venue, "'alver orJury "frhal. `this Agreement will be governed by and interpreted in accordance wv th the laws of the State of Colorado
without reference to its choice of loo rules. The United Nations Convent on Contracts for the International Sale of Goods does not apply to thi , Agreement Any
action or proceeding arising from or relating to this Agreement shall be brought in a federal or state court in Denver. Colorado: and each parry uncvcctfldy submits to
the jurisdiction and venue ofrainy such court in any such action or proceeding. EAC14 PARTY HEREBY KNOWINGLY. VOLUNTARILY, AND I T€ N'rIONALLY
WAIVES ANY RIGHT IT MAY HAVETO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING 01,rr or OR IN CONNECTION WITH THIS
AGREEMENT.
10.7, Remedies. Except as oihcrutse expressly provided in this Agreement, the parties" rights and remedies under this Agreement are eurmeri',ati re Cu;vtorncr
acknoo'edges that the ASP Services are built on valuable trade secrets and proprietary information ofZOLL, that any actual or threatened breach hereof may constitute
immediate, irreparable harm to ZOLL for aehich monetary damages would be an inadequate remedy, and that irhunci:vc rchcfis an appropriate remedy for such breach
Ifarmy legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys" tees. court costs- and other collection expenses, in
addition to any other relief it may receive.
10.0. Waabrcr& Ant woa ver or failure to enforce any provision ofthis Agreement on one occasion wadi not be deemed a wvaiver oaf any other provision or of such
provision an any other occasion
10.9. Severability. Ifany provision ofthis Agreement is held by a court of corm nentjurisdiction to be unenforceable, such provision awi] be changed and interpreted
to accomplish the objectives of°such provision to the greatest extent possible under applicable kov and the remaining provisions of this Agreement o ill continuo in IWI
force and effect.
Page 5 of 12 Customer Initials
ZOLL Data Systems, lire.
Application Service Pr€a%rider Agreement for Monrcme C€aunq Fire Rescue
Terms And Conditions
10.10. Independent Contractors, The parties are entering into, and will perform, this Agreement as indc nmdent contractors Nothing in this Agreement e%ilI be
construed to make either party the agent of the anther for any purpose whiatsoevcr, tcs authorize enner Mart} to eater into any contract or assume any obligation on behalf'
ofthe ember car to cstai ! n i a partnership, franchise t>r joule venture bct%vccn the parties
10.11. Subcontracting by ZOLL ZGIA. nia}', in its scale discretion. contract %vuh any third part} to prm ide the AS1a Smices
10.12. Counterparts. This Agreement Busy be executed in counterparts, each ofmhieh %%ill be cons dcred an original, but all of%thich together will constitute the
same instrument
10.13. Force micleure. Neither pony shall he liable for damages for any delay or Endure oftscrVarmance hereunder (other than payment obhIpasen) arising out of
causes beyond such party's reasonable control and wahout such party's fault or n€gligcncc., including, but not Imuliel lo, Acts orGod, acts ofei%al or military authority„
fires. mists, %%,its, etribargc es, Internet dtsrupticans, hacker attacks, or communications Wares
10.14. Entire Agreement; Amendment; No Third -Putty Beneficiaries, Survival. This Agreement, including the Initial Orderand an) Order Formsexecuted
hereunder and any exhnbris hereto (including the 1 AA), and the Terms of Use and Privacy Policy that fare accessible on the ZOLL Site constitute the enure agreement
between the parties regarding the subject hereof and supersedes all pricer or contemporaneous a rcei noos, understandings, and communication; whether %%Taten or oral
lift}acre many conflict between this Agreement and ditcTerms of Use, this Agrecincnt shall take precedence This Agreement may not be amended or any prep ision
hrrctaf%vane E except in %%Tiling sigmd by bath partees, There are no dardwparty baneticiaricx of this Agreement Those provisions of this Agreement that may be
reasonably ::nierprete;d as surviving termination of this Agreement or the survival of which is necesnaary fior he m unprettation or enforcement of this Agreement shall
continue in full force and effect in accordance with their terms notwithstanding, the termination hereof
Page 6 of 12 Customer initials
3LL [)snit Systems, Inc.
Application Service Provider Agreement for isilonroc County Tire Rescue
ExhibiliA Business Assoc sate Addend if care
mern it me to urne uAmule and regulations eel lecuve y referred to as" H I 11A A") JosAaden ds the terms and cis.F�itwmsuRna v; hereby mcorpo
of1hat certain olroccirent between Covered Entity and Business Associate entitled Application Set% ice Protaler Agreement (ilia "Services ApTeenuou") and attached
herieliv
MmUMMMOMMUNMOM
§4, Definitions. Terms used, but not othercrise defined, in this Addendum shall have the some meaning as those terms in HIPAA, provided that fill shall refer
only to protected health information of Covered Entity unless othere ise stated.
§2. Compliance and Agents. Business Associate agrees that to the extent it has access to ['I 11, Business Associate will fully comply with the requirements m'
this Addendum with respect to such Pill, Business Associate vvill ensure that every agent„ including a subcontractor, of Business As,,ociate to `%horn it provides rill
received train, or created or received by Business Associate on behalf cat, Covered Entity will comply with the saute restrictions and conditions as set forth in this
Addendum IfCovered Entity is required by 11111AA to maintain a Notice rafi'rivacy Practices, Covered Entity shall notify Business .= s socute ofany, limitations in
such notice to the extent that such limitation may affect Business Associate's use or disclosure of t'111
3. Life find Disclosure, Rights. Business Associate agrees that it shall not use or dischase l'ttI except as permitted under this Addendum, including Section 16
hereof, and to compliance with each applicable: requirement of45 CPR Section 164.504(c), Business Associate may use or disclow the PHI received or Greater] by it,
(a) to perfition its obhgadons under this Addendum, (b) to perfrina functions, activities, or services for, or can behalf, ot; Covered Entity as sisccttied in the Services
Agreement, or (c) to provide data aggregation functions to Covered Entity as permitted by f €JPAA. further, Business associate may use the 11111 received by it in its
capacity as Business Associate, if necessary, eta properly manage and administer its business or to carry out its lewd resprsnsib ifities Business Assoc late mr:€e &: c'eave
the III it received by it in its capacity as Business Associate to properly manage and administer its business or to carry out its legal responsibilitucs of (a) the tl.sclo :ure is
required by lave: or (b) the Business Associate obtains reasonable assurances from the person to %%horn the information isdisetosed that it will be held conl¢dcninally and
used or further disclosed only its required by isev or for the purpose for which it is disclosed to the person and the person notifics Business Associate csfany instances of
ohach it is aware that the confidentiality of the information has been breached. Covered Entity shall not request Business Associate as use or disclose PHI to any
manner that would not be permissible under Iltt'AA i1`doanc by Covered Entity.
§4. Saleg;uards. Business Associate agrees to develop, document, use, and keep current appropriate procedural, physical, and electrt< c: safeguards, as recpared
in 45 C. F Ri §§ 164 308 - 16 4.312, sufficient to prevent any use or disclosure of etectronic PI -If rather than as pernsitted or required by this Addendum
§5. Minimum Nccessarv, Business Associate will limit any use, disclosure, or request for use or disclosure to the minimum amount necessary to acconnpiish
the intended purpose of the rise- disclosure, or request.
§C Report of [tnprolatr Use or Disclosure, Business Associate shall report to Covered Entityany odairmatiesn ofvv ich ii becomes aware conceming. any use
or disclosure of E'II l that is neat permitted by this Addendum and any security incident raf ohich it becomes come, Business Assoc idle mrb, fell lowing the d:scovery of a
breach raf "utnw.ccured protected health information," as def ace] in 45 CT R § 16.4 402, notify Covered Inate, or such breach vvidon 15 days no notice sha- include
the identification ofeach individual whose unsecured protected health information has been, or is reasonably believed by Business Associate to have: been. acces:wzd,
acquired.. or disclosed during such breach. Business Associate agrees to anittgatc, to the extant practicable, am, harmful effect that is knovren to Business Assoa;n fie: ofis
use or disclosure of Pl I i by Business Associate in violation of this Addendum
§7. Indiv Idual access. In accordance with an individual's right to access to their own Ill it in a demmarried record set tinder 45 CFR 4164 324 and the
individual `s right to copy or amend such records under 45 Cl-ft § 164,524 and § U14 52€, Business Associate shall snake available all 11111 in a designated record set to
Co,cred Entity to enable the Covered Entity to provide access to ilia individual to ohom that information pertains or such nndtvidual's representative
§ik Amendment of send access tea Pill. Business Associate shall make atvfitlabie for amendment Pill in a designated record set and shall incorporata: any
amendments to I'll] in a designated record set in accordance with 45 CI -IC § 164.526 ;and in accordance with any process mutually agreed to by the parties
§9. Accounting, (Business Associate agrees to document such disclosures ofill if and information related to such disclosures as would be required f€sr Covered
Entity to respond loan individuals request for an accounting ofdlsclosures cif their Pill to accordance o ith 45 CFR § l64 528 Business Associate agrees to make
suitable to Covered Entity the info anion needed to enable Covered Entity to provide the individual with an accounting of disclosures asset forth in 45 CrR
§164 52&
§m DIIII .=tccess to Books, Records, and Other Information, Business Associate shall make available to the U S Department of Fleahh and Human
Services ("JAH1 !S"), +ts internal practices, books, and records relating to the use and disclosure of F'i Il received from, or created or received by EBusmess Associate on
behalfof, Coverer! Entity for purposes offliocimuning the Cowered Entity's compliance with IllPAA
§11. Indly Idual „ ul harbor lions; Restrictions. Covered Entity mill notify Business Associate ofany limitation to its notice oaf Arty cy practices,.. any restriction
to the use or disclosure of PH I that Covered Entity has agreed to with an nrtdividual and of any changes in or revocation of fin authorization or rather permission by an
individual., to the extent that such limitation, restriction, change, or revocation may affect Business Associate's use: or disclosure cif° f"I Il
12. Compliance whh al RA. Covered Entity and Business Associate agree to comply with the amendments to Flfi'AA included in ilia Arnencan Recovery and
Reinvestment Act of 2009 ("ARRA-) (P.L. 1 I 15), including all privacy and security regulations issued under ARRA that apply to Business Associate as and when
those regulations are effective.
§ m Term. This Addendum shall take effect on the effective date, of the Services Agreement, and shall continue to cNect unless and until either party terminates
this Addendum or the Services Agreement,
§ i46 Breach; Terind am lion; %litigation. If Covered Entity knows ore pattern ofactiv ay or practice ofBusiness Associate that constitutes a malaria:. breach or
violation offlusiness Associate's obligations under this Addendum, Covered Entity and Business Associate shall take any steps reasonably necessary to cure such
breach and make Business Associate comply, and, ifsuch steps are unsuccessful, Covered Entity may terminate this Addendum Business Associate shall take
reasonable actions available to b to mitigate any detrimental effects of such violation or failure; to comply
Page 7 of 12 Customer initials.
ZOLL Data Sysictirs, Inc,
Application Service Provider A recrtscnt for Monroe County Fire Rescue
Exhibit A — Business Assoelaate Addimduni
§ 15. Return of Pill. Business Associate agrees that aspen termination of [his Addendum, and if feasible. Business Associate shall (a) return or destraay all Pill
received front Covered Entity, or created or received by Business Associate can behalfof°Covered Entity., that Business Associate; maintains in any farm or manner and
retain nocopies ol'such information or, (b) if such return or destruction is not gcasiislc, m n edtately notify Covered Entity of the reasons return or destruction are not
fa stble. and extend indefinitely the protection of this Addendum to such flit and limit further uses and disclosures to those purposes Neat snake the return or destruction
of the fill not feasible
§16. Business Associate may de-idenufy any and all Pill and may create ae "L untied Data Set" in accordance wth Ala C f' R
b 164 514(b)&(c) Cusioamcrackttoesledges and agrees that dc'dcntifcd ii-odrtruourn is not Pill and that Business Associate may use such de-sdcnttfied information for
any lawful purpose, Use or disclosure are [.untied Dion Set must comply o-fth 45 CFR 164 514(c)
l7, Sara 1vaL rill representations, covenants, and agreements in or under this Addendum or any other documents executed in connection sasth the transac"ons
contemplated by this Addendum- shall surm ice the execution. do every, and perrarmancc of this Addendum and such other documents The respective rights and
obli tions of 1lusmess Associate under Securer 14 ofthis Addendum shall survive termination or expiration ofthis Adder dump
§18. Fort her Assurances, Can Me is. lade party shall its good faith execute, acknowledge or serif}., and deliver any and :all documents which may from time to
tame he reasonably reclucsted by the other pane, to carry out the purpow and Intent of'thts Addendum The terms and conditions of this Addendum will cacerrade and
control any conflicting term or condition cafthe Smices Agreement. All names conflicting terms and conditions of the Service Agreement shall runnam in full force and
effect tiny ambiguity can thus Addendum with respect to the Sera"ccs Afreement shall be resolved Into manner that will permit Covered Ent ty tea comply with lllf'AA
§19. Applicable Law, The parties acknon kedge and agree that lHPAA may be amended and additional guidance or regulations irnplerncrunng 1111'AA array be
issued rifler the date of the execution of this Addendum and may affect de parties' obligations under this Addendum The parties agree tea take such action as is
necessary to amend this Addendum from time in carder as is necessary for Covered Entity to comply craft 1HPAA
i,age R of 12 Customer Initials
ZOLL Data Systems, Inc.
Application Sers'lce Provider Agreement for %lonr°oe County Fire )reserve
Exhibit B Service Level .agreement
Service Level Agreerncnt (the "SLA") defines Inc sersice levels provided by ZOLL in accordance with delivering its scaliwware as a hosted servwe pursuant to the
Application Scrwiec Provider Agreement (Inc "AS11 Agreement'), to uwh ch this SLA is attached as an exhibit `Mis SLA is effective upon ZOLL's acceptance ova
signed copy of the ASP Agreement from Customer and rccc pt freesia Customer of all fares due and pay able Capitalized terms used but not defined herein shall have the
same meanings as assigned to such terms in the ASP Agreement
I Service Overs'iew. ZCOLL' hosted services (the "`I lotted Serc ices") are definedas Inc service of nesting, can ZOLL's 1-fitfalfbirm, the web based Sofisw;are for use
by Customer ZOLL's IT platform includes the network connectivity, haardoaresysxms, security components and management services supporting the Hosted Services
Specd1cally excluded from this SLA are Inc services, scittsvare and harduware prow ided by either third parties (such as cellular network carriers and mobile handset
providers), and any rather software, services or systems operating ouis°;de of ZOLL hosted :nfiastructur , including, .any softivare (including ZOLL s developed sci£iss:arc )
or as sterms operating on Customer's premises
Wzffi=f "T7
2.1 Service Deliverobles
2.L I f oomfirete. LOowsnume, expressed in minutes; is any time the Hosted Scruxc is not acres ihle to Cm'usicarner and Cusesrner"s risers
2.1.2 planned I)awntime, Planned CDoontemc is Downtime including scheduled periods ®where the Hosted Services may not be assailable in order for ZOLL to continue
to bring the best possible service., real ores and performance toils customers Planned Downtime includes, but is neat limited to ])Standard Maintenance, acid 2)
ImicrScricylshuntimance, Standard Maintenance is performed when upgrades or system updates need to be applied It e standard softwsnre release, non critRed saiftwware
updates) Erningeocy maintenance happens when there is a critical system update that needs to be applied quickh, to avoid significant dowwnu me (such as ha doure
patches that address server vulnerabilities or a critical sofitvarc update)
Standctraf Maintenance If hissers: Weekly, Monday and Wednrida)between rite lictivi of7pnt to 1 Ipm Mountain Time Notice swill so out at least 24 hours in advance
of the planned outage
Errrcrgency Maarrnrenance 16iradriirr: ,as needed. Hest efforts tvill be made to pro% sere notice at least 31] minutes in advance of Inc planned outage.
2.13 riorused Downtime. Excused Dottvune time is Downtime caused by a) services, soffloure or hardware provided by anyone either than ZOLL (such as the
cellular nowaork carrier or the mobile handset provider), b) software, services or systems operating outside ofZiOLL hassled infrastructure, including, any software
(including ZOLL's developed soft varc) or systerns operating on Customer's prcirnscs; c) a Force lafajeurc e®ent or a customer related aetiawn (c P. a customer's failure to
comply ww ath its obligations under the Application service Provider Agreement or use oftha: Hosted ,Services to ways that users not intended)
11.4 tl phinned Dliu nougat. Unplanned D{9ovarme in a calendar month is expressed as a percentage calcuktcd as folPosts
(Downtime (Planned Dowsntmric+Excused Downtime)
x 100 = x %, where "x" is Unplanned Douw lame
`Coral number or inim ai s in the calendar month
2.I.5 Unplanned Downtime Goat ZOLL shall provide the I locust services such that there is less than Ifs of Unplanned Downtime in a calendar month
2.1.6 lncideni 1lonitoring ritual tteport`sngl 11robkms wifl-i the Hosted sted Services can be logged by Customer through tltc; ZOLL support awebsue at support a;Zoll cam
or through the ZOLLA call center at II00-663-3911 An incident report wilt recreated and escalated sass appropriateSTANDARD ZOLL DELIVERARLES:
Online Mention Reporting, 24x7 reporting through the ZOLL support site; support alzoll coin Responses shall be provided onion 24 hours during normal business
hours
C6zil Cet;rarSrcaeacian,i ttla rt Monday to Friday d €`Oam to 6 00pm_ Mounur" True
.2 Covered Services d Customer Content
2.2.1 Covered Services. The I feasted Services cow Bred bg that 1..inplanned Dovitairme Coal are those iideru rf od in the AST' Agreement as the AST' San ices, that have
been activated for Customer, and Customer has accepted and is using in the course of carry ing; out their normal business operations.
2.2.2 Availability or Customer Content. It is Customer's responsibility to maintain any Customer Content that it requires far archival purposes or tangoing
management oaf its operations Unless spec;,fied otherwise in the ASP Agreement, ZOLL wi.li store Customer Content, other than Inactive Data (as defined below), for
151 gears (calculated from the date ofere al van of such Customer Content, or ZOLL's rccetpt of such Customer Content, ®whichever is later) in ZOLL's viorking data set
Upon the expiration of such [5]-year period.. ZOLL v%f I notify Customer in wwra mV anti weed provide Customer the op€ion, which Customer shall exercise by informing
ZOLL in writing, within 30 days orreceiving the notice.., that either (at) Customer wishes to receive Customer Convent in a ZOLL-provaled tool that allows Customer to
view%, search and print such Cttsloimer Content. or (b) Custorncr whi pay ZOLL. at ZiOLL's then -current storage rates and upon ZOLL's then -current terms and
conditions, to continue to story such Customer Content IfCustorncr fails to exercise one of the& foregoing cautious within such 30-day period. ZOLL will have the right
to destroy all Customer Content in its possession or under its control During the time ZOLL stores Customer Content for Customer hereunder„ ROLL will periodically
idcruify Customer Content that has Tied no activity associated with it for at Icasa 180 days (Amardsc [)age") and will ratify Customer in writing of' its intent to remove
the. Inactive Data from ZOLL's working data set and destroy such data, unless Cusmineer requests, to wwrtttng„ within 30 days ofrecciving the ounce from ZOLL, that
Rather (a) Customer washes to receive such Inact vc Data in a ZOLL-provided tool that asllowvs Customer to viewv, search and print such Inactive Data, or (6) Custa riser
will pay ZOLL. at SOLL's then -current storage rates and upon ZOLL's then -current tarns and coati it ions, to senttmue to store such Inactive Data H'Custanter fails to
exercise one of the foregoing optaaans within such 30-day period, ZOLL will have the right to destria, the azppl icable Inactive Data in its Possession or under its control
Except for this Section 2-2 2, the terms ol"this SLA Impaling. vinhout annotator. the Unplanned Dowtmime Goal) do not apply to Customer's access cif lnacttwR Data,
Pave 9 of 11 Customer Initials
ZOLL butsa Systems, Inc.
Appllcalion Service Pro ider A rtitiirseatt par N I(on roe County Fire Rescue
Exhibit It - Service Level Agreement
13 Remedies. A "Service Credit" means as percentage ofthc moruhly service fee to be credited to Customer (sublc°ct to Customer Nwto t request therefor and
ZGLL`s verification thercoo for the service for %%htch die Unplanned Downtime Goal is exceeded in a calendar month For any calendar month %%here the ag�rc -ate
total of Umdanncd Dovs ume for a particular sett Bee exceeds 1 %, ZOLL will provide a 1 it°d 5cry we Credd onwards Custorma's mianthl3 sere ice charge for the service
that svas affected, provided that credit is requested by the Customer within 30 days of"the and of the calendar month to which the Unplanned Downtime occurred and
ilia Unplanned i7raeaname is verified by ZOLL `lire Service Credit %% ll be applied to a future month's service invoice (typically two Morith.is later) Customer Fervtce
remedy disputes concerning €mplanned Downtime must be made in writing within 60 days From the Unplanned Etcovt imm in s9is flute and urJude d tars on the nature
ordic outage and date and lime oroccurrence Prior to issuance of Service Credits, the incolent must be verified by ZOLL Failure to submit a written request for
Service Credit as mated above shall constitute a `vaiver al'such Service Credits by Customer Further, Service Credits shall not be isssucd of Cusioiner is net current can
all fees due and payable
3 Term. The lenn ofthis SLA shall be comcment with the term of the. ASP Agreement,
4 Falser Conditions
4.1 General Terms & Condinous. "Earns and cortdtttons on use of l-eaned Sere'ices are contained m the ASP Agreement
4.2 Modifications. Changes to this SLA ma) be made from time to time at ZOLL's scale discretion. Customer wilt be notified of eery maatena changes to tln.%. SLA
43 Limitations On Remedies The remedies ofSecimn 2 of this SLA shall be Customer's wile and exchisive remedies with respect to ZOLL exceedait; the 1=taplannecl
Downtime Goal
Page 10 OF 12 Customer initials.
ZOLL Data Syslerns, Inc.
Application Service Provider Agreement ror Monroe County Fire Rescue
L DEFINITIONS. Capitalized terms used in this Exhibit C but not defined in the Agreement shah have the meanings set forth herein
1 SMICES
2.1 ZOLL Obligations. ZOLL agrees to provide the Services as more specificaly described in, arid in accordance with, any SOW executed under the Agreement
12 Customer's Obligations.
(a) Access Customer shall at its own expense provide or make available to ZOLL access to the Customer's promises systems, Isileplasinc. terminals and
facsimile machines and all relevant information, documentation and staff reasonably required by ZOLL in enable ZOLL to perform the Services
(h) Customer is responsible for maintaining the conditions of access specified in clause 2 2(a) above aid the SOW ZOLL
may suspend as obligations daring such peritsd that such conditions of access are not mon-ortared and Customer agrees to reimburse ZOLL for any reasonable costs
incurred as a result of such suspension at its then current time and materials rates
M iLla—cr±21-uhan—tions Customer agrees to perform its obhgaUons larcunder(including, the SOW) in timely manner and shall co-operate and provide ZOLL
with requested information to enable ZOLL to perfornt the Services To the extent that ZOLL is performing work in accordance with speculicationii provided b}
CUSURaff, CUS1011M shall be solely responsible for compliance with of Irnv- and rcguation--,.
1 EXTENSION OFTINIE,
3A Delay. Customer acknoolisdrics that firsts frames arid dales for completion of the Services as set out in the SOW are estimates only and the ability to meet them is
influenced bye range of factors including. (a)ific developing nature or the scope of work; (b)the lim-fientrance of i bird party contractors invory ed in the process, (c)the
contribution of resources by the Customer, and (duimes of response by and level (if co-operafton of Customer Obligations as to lirne are therefore on a "reasonable
offlarts" basis only and ZOLL shall not be liable flir failure to meet nine frames or cornplel-on dales unless that is due to negligence orZOLL li'Custamer finp; to
sc,Tdule instalianon within 6 months from the Eflective Date, or postpones or cancels a scheduled installramr. with less than 30 days notice or Customer requests a
change in the timing or duration of [lie Services with less than 30 da)s'noacc. ZOLL may charge, and Customer shall pay, an additional installation fee plus on�
adifinoinfl costs ineunred as a result (including, without incaution, a S2',0 travel change loo to cover increased travel crisis as a result of the rescheduhnQ)
3.2 Changes Customer understands beat ZOLL's perronnance is dependent in part on Custamer*s actions Accordingly, any times or time periods relevant to
performance b% ZOLL hereunder swill be oppropritady and equitatif, extended to account for any delays resulting from changes due to Customer's acts oromissains
Ireaher party proposes in writing a �change to the scope, timing, or duration of the Services, the other party %vrcatFionably and in good faith consider and discuss with
ti=c proposing parvy the proposed change and a revised estimate of rite costs weir such change If Customer tdccts to have LOLL develop custom soilm are, Customer
agrc,cs that the lunchonalky provided by the custom software is not eswritial to Cuslarrices use oflhc Softoare If Customer does not rise ail oflhc Services purchased,
unused Services will be credited
33 oieflificalmis Where in ZOLL's reasonable opinion there is likely to he a delre, n the provision of Services under any SOW because ora cause beyond the
reasonable control of ZOLL (including default or delay of Customer in perl'orming its obligations), ZOLL will (ahion Fy Customer of the circumstances of the delay,
hibsivc details of the likely effieci of the delay and devclop, or the Customer's w(pensc. a strategy to maret,?v the conscritionces. ofthe dcla}. (c)rcquest a reasonable
extension ortare, and (6mierat to Customer a stam teent of the variations to kite SOW resulting from thedialer
4THIS SECTION INTENTIONALLY LEPTEILANK
5, OWNERSHIP AND LICENSE.
5.1 Ovvnerihiip. ZOLL shall retain all right, title and interest in and to (ahtH soilm-are, tools. routines programs, designs, technology, ideas Cnov%-how, processes.
techniques arid inventions that ZOLL makes, develops, conceives at reduces to practice, whether alone air jointly with others. in the course of performing Oic Services,
(b)all enhancements, modifications, improvements and derivative ovirks of the Solloore and of each and any ofthe foregoing, and fe)all Intellectual Property PvShis
related to each and any ofthe foregoing (colloctively, the "TOLL Property')
51 License. Provided that Customer is riot in breach of any material oern orthe Agreement or any SOW. ZOLL grants Customer a non-exclus,,ve, non-vansficable
hcense,rvithout rights to sublicense, to use the ZOLL Property that is incorporated into dch% crables dchr cred pursuant to an SOW (each, a --Delh, crable"), solely for
Customer's cvvn internal business purposes in connection wair the use ofthe Deliverable and the Sullivan: and solch, for so long as the licenses to the Saftware granted
pursuant to the Agreement remain in effect.
Page I I of 12 Customer initials
. .... . . ....
` €yLL Data Systerns, [tic.
Applicsiflon Sect ice Provider Agreement for,\[ottroe County Fire Rescue
Exhibit l) a Description or License Types
Thcc license to marsh and use the 5trfltt n, shall be in accordance mtth the following license options The Softasarc may contain a soflowe license management tool is
"License Manager") that regulates Customer's use ofthe St Rwarc If; o, all ofthe licensed acuvoy described Wow must be subject to the control ofthe License
Manager, and Customer may not install or use the S€sf warc in a manner that circumvents or interferes math the operation ofthe License Manager tar any other
tcchnolssgic l measure that controls access to the Sollocim
I lasted License - Hosted License provides access to the ASP Services as described or Section 3 1 and provides Customer the right to install the Softsa;tre on an
unlimited number of comp atthfe personal computers or dcwiccs, for use by any number ofCusionter users to peribna Dispatch, Bilhng, SchtsJul€ng, Records
Munagctrrcrtt, or es faciiitatc the entry of PCRs, as specified on the Initial Order ne Ireense is not limited tra any specifically Werinficd Cumorner users
Pape n or lz Customer Initials