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HomeMy WebLinkAboutContract 63537Docusign Envelope ID: FFAD7893-1E62-4F96-854C-F33EADOD5885 CSC No. 63537 CITY OF FORT WORTH ASSIGNMENT WHEREAS, the Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor") and ZOLL Medical Corporation ("ZOLL") entered into a Software Solutions Master Application Service Provider Agreement, dated effective March 22, 2022 (the "Agreement"); WHEREAS, Assignor, the City of Fort Worth ("Assignee"), and ZOLL have agreed to amend the Agreement as set forth herein and reflected in the attached; and WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to assume, the Agreement, as amended (collectively, the "Contract"), with the consent of ZOLL; NOW, THEREFORE, Assignor, Assignee, and ZOLL agree as follows: I. AMENDMENT The Agreement is hereby amended as reflected in the attached Exhibit A. II. ASSIGNMENT Assignor hereby assigns to Assignee all of its rights, duties, and obligations under the Agreement between Assignor and ZOLL. Assignee agrees to assume and perform all duties and obligations required of Assignor under the terms of the Agreement, as amended. This Assignment constitutes the entire agreement between Assignor and Assignee with respect to the subject matter hereof. No modification of any provision of this Assignment shall be effective unless in writing and signed by Assignor and Assignee. This Assignment shall inure to the benefit of and be binding upon Assignor and Assignee and their respective successors and assigns. This Assignment shall be governed by the laws of the State of Texas, without application of principles of conflicts of law. This Assignment may be executed in one or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signed signature pages may be transmitted by facsimile or e-mail, and any such signature shall have the same legal effect as an original. Dated the [ r) day of ':�O L 2025. Metropolitan Area EMS Authority dba MedStar Mobile Healthcare (Assignor} By: Print: Title: Interim Chief Executive Officer OFFICIAL RECORD Assignment CITY SECRETARY Page t of3 FT. WORTH, TX [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City of Fort Worth (Assignee): By: Dianna Giordano (Jun 26, 202513:17 CDT) Name: Dianna Giordano Title: Assistant City Manager 06/26/2025 Date: CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance By: / and reporting requirements. Name: Kevin Gunn Title: Director, IT Solutions By: Steven Vandever(Jun 24, 202518:05 CDT) Approved as to Form and Legality: Name: Steven Vandever Title: Sr. IT Solutions Manager �— By: nnIl FORr City Secretary: p°°°°°°°°°4,nuao9dd Name: Taylor Paris o Title: Assistant City Attorney > acIl � s aEaasa6 By: V Contract Authorization: Name: Jannette Goodall M&C: N/A Title: City Secretary Approval Date: N/A Form 1295: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Docusign Envelope ID: FFAD7893-lE62-4F96-854C-F33EADOD5885 NOTARY ACKNOWLEDGEMENT On the E1 day of , !u�^ 2025, personally appeared �Ae-6�.v4- , who acknowledged to me that (s)he is the Interim Chief Executive Officer of Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor"), and that (s)he executed this document for the purposes and consideration contained herein. Metropolitan Area EMS Autho ity dba MedSt obile Healthcare By: Print: d Title: Interim Chief xecutive Officer SUBSCRIBED TO before me on this 11M.- day of Zl tle— 12025, ; *r °% •: MONICA CRUZ My Notary ID # 126504816 Notary Public in and fo� State of 1�?ka-5 "�fF,oF tit4 ` expires May 20, 2D28 My commission Expires.�(Q C� Assignment Page af3 Docusign Envelope ID: FFAD7893-1 E62-4F96-854C-F33EADOD5885 CONSENT TO ASSIGNMENT Effective July 1, 2025, ZOLL Medical Corporation hereby consents to the assignment of the Software Solutions Master Application Service Provider Agreement dated March 22nd, 2022 (the "Contracts") between ZOLL Medical Corporation and the Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor") to City of Fort Worth ("Assignee"). ZOLL Medical Corporation acknowledges and agrees that Assignee shall assurne all rights, duties, and obligations of Assignor under the Agreement, as amended, provided that Assignee complies with all terms of the Agreement. ZOLL Medical Corporation Signed by: Name: Kurt an s rar� Title: VP/General Manager EMS Date: Tun 4, 2025 Assignment Page of3i Docusign Envelope ID: FFAD7893-lE62-4F96-854C-F33EADOD5BB5 Exhibit A [Remainder of Page Intentionally Left Blank] Assignment Pagc 5 of3 Docusign Envelope ID: FFAD7893-1 E62-4F96-854C-F33EAD0D5885 Quote No: Q-12681 Version: 1 MedStar Mobile Healthcare 2900 Alta Mere Drive Fort Worth, TX 76116 ZOLL Customer No: 162959 Shaun Curtis (817) 980-3199 scurtis@medstar911.org Item Contract Part Number Description Reference 8400-110045 CaseReview Premium Subscription, RSeries and X Series, 5 Year- Hosted Provides detailed post -case information, including CPR quality on compression depth, rate, pause time and release velocity, as well as ECG, shocks, EtCO2 and Sp02 vital signs. ZOLL Medical Corporation 269 Mill Road Chelmsford, MA 01824-4105 Federal ID# 04-2711626 Phone: (800) 348-9011 Fax: (978) 421-0015 Email: esales@zoll.com Quote No: Q-12681 Version: 1 Issued Date: March 21, 2022 Expiration Date: March 31, 2022 Terms: Three annual installments with 1 st Payment due NET 730 FOB: Shipping Point Freight: Prepay & Add Prepared by: Pamela Truhn EMS Territory Manager ptruhn@zoll.com +1 8178000927 an List Price Adj. Price Total Price 50 $1,232.91 $1,232,91 $61,645,50 Subtotal: $61,645.50 Total: $61,645.50 Additional Language 1 Promotional pricing valid for customer migration from CaseReview Basic to CaseReview Premium. CaseReview Premium Subscription Payable in three annual installments with 1st payment due Net 730. J To the extent that ZOLL and Customer, or Customer's Representative have negotiated and executed overriding terms and conditions ("Overriding T's & Cs"), those terms and conditions would apply to this quotation. In all other cases, this quote is made subject to ZOLL's Standard Commercial Terms and Conditions ("ZOLL T's & C's") which for capital equipment, accessories and consumables can be found at httD://www.zoll.com/GTC and for software products can be found at httD://www,zoll.com/SSPTC and for hosted software products can be found at httr)://www.zoll.com/SSHTC. Except in the case of overriding T's and C's, any Purchase Order ("PO") issued in response to this quotation will be deemed to incorporate ZOLL T's & C's, and any other terms and conditions presented shall have no force or effect except to the extent agreed in writing by ZOLL. 1. This Quote expires on March 31, 2022. Pricing is subject to change after this date. 2. Applicable tax, shipping & handling will be added at the time of invoicing. 3. All purchase orders are subject to credit approval before being accepted by ZOLL. 4. To place an order, please forward the purchase order with a copy of this quotation to esales0zoll.com or via fax to 978-421-0015. 5. All discounts from list price are contingent upon payment within the agreed upon terms. Page 1 of 2 Docusign Envelope ID: FFAD7893-lE62-4F96-854C-F33EADOD5885 6. Place your future accessory orders online by visiting www.zollwebstore.com. Page 2 of 2 Docusign Envelope ID: FFAD7893-1E62-4F96-854C-F33EADOD5885 A7 MMMMOOLL0 MedStar Mobile Healthcare Quote No: Q-12681 Version: 1 Order Information (to be completed by the customer) X ] Tax Exempt Entity (Tax Exempt Certificate must be provided to ZOLL) Taxable Entity (Applicable tax will be applied at time of invoice) ZOLL Medical Corporation 269 Mill Road Chelmsford, MA 01824-4105 Federal ID# 04-2711626 BILL TO ADDRESS SHIP TO ADDRESS Name/De artment: MedStar Name/Department: MedStar Address: 2900 Alta Mere Dr Address: 2900 Alta Mere Dr. Fort Worth, TX 76116 Fort Worth, TX 76116 City / State / Zip Code: City / State / Zip Code: Is a Purchase Order (PO) required for the purchase and/or payment of the products listed on this quotation? ] X ] Yes PO Number: PO Amount: (A copy of the Purchase Order must be included with this Quote when returned to ZOLL) [ X ] No (Please complete the below section when submitting this order) Phone: (800) 348-9011 Fax: (978) 421-0015 Email: esales@zoll.com For organizations that do not require a PO, ZOLL requires written execution of this order. The person signing below represents and warrants that she or he has the authority to bind the party for which he or she is signing to the terms and prices in this quotation. MedStar Mobile Healthcare Authorized Signature: �OocuSigned 6y: fit.IAaA,�c, ,�. �twlpSthtA. �-'--OL' `JUtt[l.Ld.lu NtSt Name: Kenneth J. S i m o s o n Title: CEO Date: 03/22/2022 ALS/BLS Software Solutions Master Application Service Provider Agreement 1. Orders. ZOLL Data Systems, Inc, ("ZOLL") shall provide the ASP Services, Implementation Services and Support Services identified in any order or contract ("Order") between ZOLL and another party ("Customer") incorporating this Software Solutions Master Application Service Provider Agreement (together with each such Order, the "Agreement"). ASP Services are further defined in Section 3. Implementation Services are further defined in Section 4, Support Services are further defined in Section 5. The ASP Services, hnplementation Services, and Support Services are each, and are collectively, "Services". The terns and conditions set forth in this Agreement shall only apply to ALS/l3LS Software Solutions products that are used with ZOLL Medical Corporation defibrillators. For the sake orclarity, these terms and conditions do not apply to any ZOLL patient care reporting software. 2. Payment. Customer shall pay Pecs to ZOLL for Services as provided in any Order and this Agreement ("Fees"), Unless otherwise provided in the applicable Order, Customer will pay ZOLL all frees due under this Agreement within thirty (30) days after the date of ZOLL's invoice, The l irst invoice will be sent after Elie Deployment Effective Datc. "Deployment Date" means the date upon which the deployment of the ASP Services is complete and it is able to function as described in the warranty set forth in this Agreement, regardless orwhether Customer actually uses such ASP Services. "Deployment Effective Date" means the earlier of(a) the Deployment Date or (b) 90 days from the date after ZOLL's shipment of def ibrillators that are included on the Order (the "Latest Deployment Date"), unless a delay in the Deployment Date has been caused by ZOLL, in which case the Deployment Effective Date shall be postponed by a number ordays equal to the delay that ZOLL has caused. frees are non- refundable other than as expressly set forth hercfn. Amounts not paid when due will accrue interest at the rate of 1.5% per month, or the maximum allowed by law, whichever is less. Customer shall pay all expenses (including reasonable attorney's Page 3 of 2 Docusign Envelope ID: FFAD7893-1E62-4F96-854C-F33EAD0D5886 fees) incurred by ZOLL in connection with collection of late payments. Any amounts not paid by Customer when due may result in the forlciturc by Customer, in ZOLL's sole discretion, of any discounts previously of l=d by ZOLL. In addition, ZOLL may cease providing any oral] of the Services ifany invoice is not paid in a timely manner, in which event ZOLL will not be liable to Customer for any damages caused by such ecssation. Payment terms are subject to ZOLL's credit approval. Fees exclude all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges c-faxes" ). 3. ASP Services. "ASP Services" means the hosting and maintenance of ZOLL software, as modified, updated, and enhanced (the "Underlying Software"), for rernote electronic access and use by Registered Users on the websile with a unique URL to be provided by ZOLL to Customer (the "ZOLL Site") in substantial conformity with the instructions for use, documentation and users manuals from time -to -time provided by ZOLL (the "Documentation"), as listed in any Order, on and after the Implementation Date (defined below) for such services and before that Order has expired or been terminated in accordance with the Agreement. Customer acknowledges that the ASP Services arc only compatible with ZOLL equipment that has been enabled and configured for use with the ASP Services in accordance with the Documentation and only with the browser and other technical environment that supports the use of the ASP Services in accordance with the Documentation. 3.1. Provision of ASP Services. Subject to the terms and conditions of the Agreement, ZOLL will use commercially reasonable efforts to make the ASP Services available to Customer and Customer's employees, directors, principals, partners, consultants and agents authorized to use ASP Services on behalf of Customer and registered through the ZOLL Site for such use ("Registered Users") through the ZOLL Site over normal network connections in accordance with the Documentation, excepting downtime due to necessary maintenance and troubleshooting. Customer, not ZOLL, shall be responsible for controlling Registered Users and protection of confidentiality of its login identifications and passwords. Customer acknowledges that (i) it is responsible for maintaining its interface and connectivity to the ASP Services and (ii) any facilities used for provision of the ASP Services may be owned or operated by ZOLL, or a ZOLL affiliate or a third party, or any combination of such facilities, as determined by ZOLL. Customer acknowledges that ZOLL may modify, and upgrade the ASP Services, on an ongoing basis, to improve or adapt the ASP Services. Without limiting the foregoing, ZOLL will have the right, in its sole discretion, to develop, provide and market new, upgraded or modified ASP Services to Customer, including adding, removing or modifying the functionality or features of the ASP Services accessible by Registered Users. "LOLL will use commercially reasonable efforts to notify Customer within a reasonable period oftime prior to the implementation ofsuch changes so that Customer is reasonably informed ofalterations to the ASP Services that will affect the ASP Services and Customer's use of them. Notwithstanding anything to the contrary in the Agreement, ZOLL may cease providing any ASP Services upon at least six months advance notice to Customer. 3.2. Access Software. Subject to the terms and conditions of this Agreement, ZOLL grants to Customer, during the Term, a non-exclusive, non -transferable, non- sublicensable license for Registered Users to access and use tine ASP Services using the ZOLL software that Registered Users may download at the ZOLL Site to access the ASP Services, as modified, updated and enhanced (the "Access Software"), each as made available to Customer through the ZOLL Site, solely for Customer's internal business purposes and solely in accordance with the Documentation. Access Software and Underlying Software are, collectively, the "Software". 33, Restrictions. Customer shall not, and shall not permit any third party to: (a) use, reproduce, modify, adapt, alter, translate or create derivative works from the ASP Services, Software or Documentation; (b) merge the ASP Services, Software or Documentation with other software or services; (c) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer or allow access to the ASP Services, Software or (lie Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to alter or derive the Source Code for the ASP Services or Software; (e) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices included in the ASP Services, Software or Documentation; or (I) otherwise use or copy the ASP Services, Software or Documentation in any manner not expressly permitted by the Agreement. Custoner agrees not to use the ASP Services in excess of its authorized login protocols. Customer shall immediately notify ZOLL ofany unauthorized use ofCustomer's login ID, password or account or other breach of security. If Customer beconnes aware of any actual or threatened activity contemplated by the restrictions on use set forth in this section, Customer will, and will cause Registered Users to, immediately take all reasonable measures necessary to stop the activity or threatened activity and to mitigate the effect of such activity including: (i) discontinuing and limiting any improper access to any data; (ii) preventing any use and disclosure of improperly obtained data; (iii) destroying any copies of improperly obtained data that may have been made on (heir systems; (iv) otherwise attempting to mitigate any €nanrn from such events; and (v) immediately notifying ZOLL ofany such event so that ZOLL may also attempt to remedy the problem and prevent its future occurrence. 3.4. Service Level Agreement. 3.4.1. Downtime. "Downtime", expressed in minutes, is any lime the ASP Services are not accessible to Registered Users. 3.4.2.PIanned Downtime. "P[anned Downtime" is Downtime during which ASP Services may not be available in order for ZOLL to continue to provide commercially reasonable services, features and performance to its customers. Planned Downtime includes, but is not limited to: (a) Standard Maintenance; and (b) Emergency Maintenance. "Standard Maintenance" is performed when upgrades or system updates are desirable, "Emergency Maintenance" is performed when a critical system update must be applied quickly to avoid significant Downtime. Standard Maintenance may be performed weekly on Monday and Wednesday between the hours of 7 p.m. to 1 I p.m. in Broomfield, Colorado. ZOLL will provide Customer with notice at least 24 hours in advance of Standard Maintenance. 3.4.3. Excused Downtime. "Excused Downtime" time is downtime caused by: (a) services, software or hardware provided by anyone or any entity other than ZOLL, (b) software, services or systems operating outside of a'Z.OLL Sitc, including any software or systems operating on a Customer's premises (includingZOLL software); (c) a Force Majeure Event or (d) Customer's failure to comply with its obligations under the Agreement or use of the ASP Services in ways that were not intended. 3.4.4. Unplanned Downtime. Unplanned Downtime in a calendar month is expressed as a percentage calculated as follows: (Downtime - (Planned Downtime + Excused Downtime)) x 100 = x %, where "x" is Unplanned Downtime. Total number ofminutes in the calendar month 3.4.5. Unplanned Downtime Goal. ZOLL shall provide the ASP Services such that there is less than I% of Unplanned Downtime in a calendar month (the "Unplanned Downtime Goal"), 'fine ASP Services covered by the Unplanned Downtime Goal are those for which Customer has paid all Fees when due and is using in the course of carrying out its normal business operations in accordance with the Agreement. 3.4.6, Revocation of Administrative Rights. Notwithstanding anything to (lie contrary in the Agreement, ZOLL may revoke administrative rights, including database access rights, ifthe use ofany such rights results in Downtime. v.3 — 2021-04-19 Docusign Envelope ID: FFAD7893-lE62-4F96-854C-F33EADOD5885 3.4.7, Customer Content; Security; Backup. 3.4.7.1. Customer Content. As between 'LOLL and Customer, and without limiting the rights of any patient, Customer will retain all right, title and interest in and to all data, information or other content provided by Customer in its use of the ASP Services ("Customer Content"); provided, however, that ZOLL may de -identify and use Customer Content for any lawful purpose consistent with all applicable law. 3.4.7.2. Security. Subject to Customer's obligationsunderthisAgrccmcnt,ZOLLwill implementcoin inerciallyreasonable security measures within the ASP Services in an attempt to prevent unlawful access to Customer Content by third parties. Such measures may include, where appropriate, use of updated firewalls, commercially available virus screening software, logon identification and passwords, encryption, intrusion detection systems, logging of incidents, periodic reporting, and prompt application of current security patches and virus definitions. 3.4.7.3. Backup of Customer Content (Not Applicable to Remote View). Although -LOLL will use commercially reasonable efforts to maintain the integrity of the Customer Content, to backup the Customer Content, and to provide full and ongoing access to the ASP Services, loss of access to the ASP Services and loss of Customer Content may occur. Customer will make provision for additional back-up storage ofany critical Customer Content and shall be responsible for compliance with all records retention requirements applicable to Customer. ZOLL will not be responsible for any loss, corruption of or inaccessibility ofthc C€istomer Content due to interruption is) the ASP Services or otherwise arising out of circumstances not within ZOLL's control. 3.4.7.4. Availability of Customer Content (Not Applicable to Remote View). It is Customer's responsibility to maintain any Customer Content that it requires for archival purposes, ongoing management of its operations and compliance with applicable records retention requirements. Unless specified otherwise in the Agreement, ZOLL will store Customer Content, other than Inactive Customer Content as defined below (the "Active Customer Content"), in ZOLL's working data set until the earlier of (i) five years (calculated from the date of creation of such Customer Content, or ZOLL's receipt of such Customer Content, whichever is later) or (ii) the expiration or termination ofthis Agreement or the Order under which such Active Customer Content was stored (the "Active Retention Period"). Upon the expiration of the Active Retention Period, ZOLL will notify Customer in writing and will provide Customer the option, which Customer shall exercise by informing ZOLL in writing, within 30 days of receiving the notice, that either (a) Customer wishes to receive Active Customer Content in a database determined by ZOLL in its sole and absolute discretion (a "Database"), or (b) Customer will pay ZOLL, at ZOLL's then -current storage rates and upon ZOLL's then -current terms and conditions, to continue to store the Active Customer Content, If Customer fails to exercise one of the foregoing options within such 30-day period, ZOLL will have the right to destroy the Active Customer Content. During the time ZOLL stores Customer Content for Customer hereunder, ZOLL may periodically identify Customer Content that has had no activity associated with 4 for at least 180 days ("Inactive Customer Content") and will notify Customer in writing of its intent to remove the inactive Customer Content from ZOLL's working data set and destroy such data, Unless Customer requests, in writing, within 30 days ofrecciving the notice from ZOLL, that either (z) Customer wishes to receive the Inactive Customer Content in a Database, or (y) Customer will pay ZOLL, at ZOLL's then -current storage rates and upon ZOLL's then -current terms and conditions, to continue to store such inactive Customer Content. If Customer fails to exercise one of the foregoing options within such 30-day period, ZOLL will have Elie right to destroy ilia applicable Inactive Customer Content in its possession or under its control. Except for this Section 3.4.7.4. the termsofSection3.4(including,without linilation,the Unplanned Downtime Goal) do not apply to Customer's access oflnactiveCustomer Content, Customer represents, warrants and agrees that it (A) is solely responsible for determining the retention period applicable (o it with respect to Customer Content maintained by ZOLL; (B) has consulted with or has had the opportunity to consult with legal, information governance or records management professionals; and (C) is not relying upon ZOLL to assist with determining the records maintenance or retention requirements applicable to it. 3.4.9. Remedies. A "Service Credit" means a percentage of (lie monthly Pee to be credited to Customer (subject to Customer's written request therefor and ZOLL's verification thereof) for any ASP Service for which the Unplanned Downtime Goal is exceeded in a calendar month. For any calendar month where the aggregate total of Unplanned Downtime for any ASP Service exceeds one percent ZOLL will provide a 10% Service Credit towards Customers monthly Fee for such ASP Service that was affected; provided, that Customer (i) reques(S such Service Credit in writing within 30 days ofthe end ofthe calendar month in which such Unplanned Downtime occurred, (ii) includes in such request the nature of, and date and time of such Unplanned Downtime and (ii i) Such Unplanned Do%v ntime is verified by ZOLL. Such Service Credit will be applied to a future month's invoice for such ASP Services, which typically is two months later, Failure to submit a written request for Service Credit as provided in this Section 3.4.8 shall constitute a waiver of such Service Credit by Customer. Further, Service Credits shall not be issued if Customer is not current on all Fees due and payable. The remedy set forth in this Section 3.4.8 shall be the Customers' sole and exclusive remedy with respect to ZOLL exceeding the Unplanned Downtime Goal, 3.4.9. Modifications. Changes to this Section 3.4 may be made front time to time at ZOLL's sole discretion. Customer will be no6ficd of any such changes that arc material. 4. Implementation Services. ZOLL shall provide ASP Services implementation, training and any related services identified in an Order (the "Implementation Services"). Customer shall, in a timely manner and at its own expense, cooperate and provide or make available to ZOLL access to the Customer's premises, systems, telephone, terminals and facsimile machines and all relevant information, documentation and staff reasonably required by ZOLL to enable ZOLL to perform the Implementation Services. Customer acknowledges that any time frames or dates for completion of the Implementation Services set out in an Order are estimates only and die ability to meet them is influenced by a range of factors including, without limitation, response limes and level of cooperation of Customer. Any obligations as to time are therefore on a "reasonable eirorts" basis only and ZOLL shall not be liable for failure to meet time frames or completion dates unless solely due to ZOLL's negligence. 5. Support Services. ZOLL shall provide the following Support Services for ASP Services without any additional Pees, except that ZOLL will have no obligation (o provide such Support Services ifany Fees for ASP Services are past due. 5.1. Support. 5.I.I.Emergency Support. ZOLL shall provide telephone support to Customer for 24 hours a day, 7 days a ),veek, to address Errors that prevent Customer from using Supported ASP Services for a purpose for which Customer has an immediate and material need. "Supported ASP Services" means the ASP Services for which Customer has paid the then -current Fees. "Supported Environment" means a browser and other technical environment that supports the use of (Inc ASP Services in accordance with the Documentation. "Error" means a reproducible defect in the Supported ASP Services when operated in accordance with the Documentation in a Supported Environment that causes the Supported ASP Services not (o operate substantially in accordance with such Documentation. 5.1.2. Technical Support. ZOLL shall provide telephone support to Customer during 6 a.m. to 6 p.m. Eastern Time, Monday to Friday, excluding ZOLL holidays ("Business flours") to address all other Errors relating to any Supported ASP Services. Such telephone support will v.3 — 2021-04-19 Docusign Envelope iD: FFAD7893-1E62-4F96-854C-F33EADOD5885 include (i) clarification of functions and features of tine Supported ASP Services; (ii) clarificationof the Documentation; (iii)guidance in Operation ofthe Supported ASP Services; (iv) assistance in identifying and verifying the causes of'suspected Errors in the Supported ASP Services; and (v) advice on bypassing identified Errors in the Supported ASP Services, if reasonably possible. Responses to such reporting shall be provided at a minimum within twenty-four (24) hours during Business Flours. 5.1.3. Resolution. ZOLL shall use commercially reasonable efforts to provide a modification or workaround to Supported ASP Services that resolves an Error in all material respects ("Resolution"). 5.1,4. Expenses. Support Services provided hereunder shall be provided from Chelmsford, Massachusetts or Broomfield, Colorado, as determined in ZOLL's sole discretion. Should Customer request that ZOLL send personnel to Customer's location to resolve any Error in the Supported ASP Services, ZOLL may charge Customer a fee of $2,500 for each day ZOLL personnel is at Customer's location, 5.1.5. Exceptions. ZOLL shall have no responsibility under this Agreement to fix any Errors arising out of or related to the following causes: (a) Customer's modification or combination of the Access Software (in whole or in part), (b) use of the Supported ASP Services in an environment other than a Supported Environment, or (c) accident; unusual physical, electrical or electromagoctic stress,, neglect; misuse; failure or fluctuation of electric power, air conditioning or humidity control; failure of media not furnished by ZOLL; excessive heating; fire and smoke damage; operation ofthe Supported ASP Services with other media and hardware, software or telecommunication interfaces, or causes other than ordinary use. Any corrections performed by ZOLL f'or such Errors shall be made, in ZOLL's reasonable discretion, at ZOLL's then -current time and material charges. ZOLL will provide the Support Services only for the most current release and the one immediately preceding major release ofany Access Software, Notwithstanding anything to the contrary in the Agreement, (i) ZOLL may cease providing Support Services for any ASP Services upon at least six (6) months advance notice to Customer of such cessation and (ii) Support Services do not cover Third Party Products or Services (defined below). 5.2. Conditions and Limitations. Customer shall provide ZOLL with access to Customer's personnel and its equipment. This access must include the ability to remotely access the equipment on which the Supported ASP Services are operating and to obtain the same access to the equipment as those of Customer's employees craving the highest privilege or clearance level, ZOLL will inform Customer of the specifications of the remote access methods available and associated software needed, and Customer will be responsible for the costs and use of said equipment. Fees for third party software and services are set by the owner of such software, 6. Warranties. 6.1. Implementation Services and Support Services. Subject to Customer's payment ofthe Fees, ZOLL warrants that any Implementation Services or Support Services provided to Customer will be performed with due care in a professional and workmanlike manner. ZOLL shall, as its sole obligation and Customer's sole and exclusive remedy for any breach of the warranty set forth in this Section 6.1, perform again the Implementation Services or Support Services that gave rise to the breach or, in the case of implementation Services, at "ZOLL's option, refund (lie Fees for such Implementation Services paid by Customer for the Implementation Services which gave rise to the breach. The availability ofany remedy for a breach ofthe warranty set forth in this Section 6.1 is conditioned upon Customer notifying ZOLL in writing of such breach within thirty (30) days following performance ofthe defective Implementation Services or Support Services, specifying the breach in reasonable detail. 6.2. ASP Services and Access Software. Subject to Customer's payment of the Fees, ZOLL represents and warrants with respect to any ASP Services that (i) ZOLL has the right to license the Access Software and Documentation and make the ASP Services available to Customer pursuant to this Agreement and (ii) the ASP Services, when used as permitted and in accordance with the Documentation, will materially conform to the Documentation. "LOLL does not warrant that Customer's use ofthe ASP Services will be error free or uninterrupted. Customer will notify ZOLL in writing ofany breach ofthis warranty with respect to any ASP Services prior to the expiration or termination ofthe Order for such ASP Services. IfZOLL is unable to provide a correction or work -around pursuant to the terms governing the provision of the ASP Services after using commercially reasonable efforts, ZOLL may terminate such Order upon written notice to Customer. Any such correction or work -around shall not extend the term of such Order, This Section 6.2 sets forth Customer's exclusive remedy, and ZOLL's entire liability, for breach ofthe warranty for the AS11 Services contained herein. 6.3. Warranty Disclaimers. The warranties for the Software and Services are solely and expressly as set forth in Section 6.1 and Section 6.2 and are expressly qualified, in their entirety, by this Section 6.3, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1 AND SECTION 6.2, (A) THE SOFTWARE AND SERVICES ARE PROVIDED STRICTLY "AS IS", WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER (ETHER EXPRESS, IMPLIED, STATUTORY, WRITTEN OR ORAL; (B) ZOLL DOES NOT PROMISE THAT THE SOFTWARE OR SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR -FREE OR THAT THEY ARE SUITABLE FOR THE PARTICULAR NEEDS OF CUSTOMER, REGISTERED USERS OR ANY THIRD PARTY; AND (C) ZOLL SPECIFiCALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITI [OUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE IN TRADE. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES 1N THIS AGREEMENT, AND THAT NO WARRANTIES ARE MADE BY ANY OF ZOLL'5 LICENSORS OR SUPPLIERS WITH RESPECT TO THIRD PARTY PRODUCTS OR SERVICES. Customer acknowledges and agrees that, in entering into this Agreement, it has not relied upon the future availability of any new or enhanced feature or functionality, or any new or enhanced product or service, including, without limitation, updates or upgrades to ZOLL's existing products and services. ZOLL's performance obligations hereunder are limited to those expressly enumerated herein, and payment for ZOLL's performance obligations shall be due as described herein. 7. Confidentiality. Neither party will use any trade secrets, information, or other material, tangible or intangible, that relates to the business or technology ofthe other party and is marked or identified as confidential or is disclosed in circumstances that would [cad a reasonable person to believe such information is confidential ("Confidential information") for any purpose not expressly permitted by this Agreement, and will further disclose the Confidential Information ofthe party disclosing it ("Disclosing Party") only to the employees or contractors ofthe party receiving it ("Receiving Party") who have a need to know such Confidential Information for purposes of this Agreement and who are under a duly of confidentiality no less restrictive than the Receiving ['arty's duty hereunder. The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information ol'a similar nature and with no less €han reasonable care. The ASP Services, Software and Documentation shall be ZOLL's Confidential information (including without limitation any routines, subroutines, direc(ories, tools, programs, or any other technology included in tine Software), notwithstanding any failure to mark or identify it as such. The Receiving Party's obligations under this Section 7 with respect to any Confidential lnformation of the Disclosing Party will terminate when and to the extent the Receiving Party can document that such information: (a) was already v.3 — 2021-04-19 Docusign Envelope ID: FFAD7893-1E62-4F96-854C-F33EAD0D5885 €awfully known to the Receiving Party at the time ofdisclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault ofthe Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) necessary for the Receiving party to enlbrce its rights under this Agreement in connection with a legal proceeding; or (ii) required by law or by the order OCR court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing party of such disclosure in writing prior to making such disclosure and cooperates with the Disclosing Party, at the Disclosing Party's reasonable request and expense, in any lawful action to contest or limit the scope of such disclosure. The above notwithstanding, Customer is a government entity under the laws ofthe, State of'Texas and all documents held or maintained by Customer are subject to disclosure under the Texas Public Information Act. In the event there is a request for information considered Confidential or Proprietary, Customer sliall promptly notify ZOLL. It will be the responsibility of'ZOLL to submit reasons objecting (o disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by (lie Office of the Attorney General ofthe State of Texas or by a court of competent jurisdiction. 8. Indemnification, 8.1. By ZOLL. ZOLL will defend, at its own expense, any action against Customer or its or any of its agents, officers, director, or employees ("Customer parties") brought by a third party alleging that any Software or Services infringe any U.S. patents or any copyrights or misappropriate any trade secrets of a third party, and ZOLL will pay those costs and damages finally awarded against the Customer Parties in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Customer: (a) notifying ZOLL promptly in writing of such claim or action; (b) giving ZOLL sole control of the defense thereofand any related settlement negotiations; and (c) cooperating with ZOLL and, at ZOLL's request and expense, assisting in such defense. If any of the Software or Services become, or in ZOLL's opinion is likely to become, the subject of an infringement claim, ZOLL may, at its sole option and expense, either: (i) procure far Customer the right to continue using such Software or Services; (ii) modify or replace such Software or Services with substantially similar software or services so that such Software or Services becomes non -infringing; or(iii) terminate this Agreement, in whole or in part. Notwithstanding the foregoing, ZOLL will have no obligation tinder this Section 8_€ or otherwise with respect to any infringement claim based upon: (1) use of any of the Software or Services not in accordance with this Agreement; (2) any use of any Software or Services in combination with products equipment, software, services or data not supplied by ZOLL if such infringement would have been avoided but for the combination with other products, equipment, software, services or data; (3) the failure of Customer to implement any replacements, corrections or modifications made available by ZOLL for any Software or Services including, but not limited to, any use ofany release ofthe Sottivare other than the most current release made commercially available by ZOLL; (4) any Customer Content; or (5) any modification ofany Software or Services or use themol' by any person other than ZOLL or its authorized agents or subcontractors, This Section 8 states ZOLL's entire liability and the exclusive rcmcdy for any claims of infringement. 9. Limitation ofLiability. NOTWITHSTANDING ANYTiLING HEREIN TO THE CONTRARY, IN NO EVENT WILL ZOLL OR ITS AFFILIATES, SUBCONTRACTORS OR SUPPLIERS, OR ANY OF 1-1-JEIR OFFICERS OR DIRECTORS, BE LiABLE, EVEN 1F ADVISED OF THE POSSIBILITY, FOR: (i) SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), (ii) LOSS OF PROFIT, DATA, BUSINESS OR GOODWILL, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR (iii) ANY LOSSES, COSTS OR DAMAGES ASSOCIATED WITH CUSTOMER'S PRODUCTS OR OTHER ELEMENTS INCORPORATED OR USED THEREWITH WHICH WERE NOT PROVIDED BY ZOLL OR WITH RESPECT TO ANY MODIFICATIONS MADE TO THL SOFTWARE OR SERVICES OR MISUSE OF THE SOFTWARE OR SERVICES. ZOLL'S TOTAL CUMULATIVE LIABILITY iN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR "TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT PAID TO ZOLL BY CUSTOMER FOR THE SOFTWARE AND SERVICES PROVIDED UNDER THIS AGREEMENT DURING TIME 12- MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. Customer acknowledges that these limitations relied the allocation of risk set forth in this Agreement and that ZOLL would not enter into this Agreement without these limitations on its liability. Customer agrees that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. The remedies in this Agreement are Customer's sole and exclusive remedies. In addition, ZOLL disclaims all liability ofany kind of ZOLL's licensors and suppliers, for third party products or services, and for the actions or omissions of Customer's representatives. 10. Ownership. All right, title and interest, including but not limited to all existing or future copyrights, trademarks, service marks, trade secrets, patents, patent applications, know how, moral rights, contract rights, and proprietary rights, and all registrations, applications, renewals, extensions, and combinations ofthe foregoing, in and to the following are tite exclusive property ofZOLL (or, as the case may be, its subsidiaries, licensors and suppliers): (i) ASP Services, Software, Docunten(ation, and all proprietary technology used by ZOLL to perform its obligations under this Agreement; (ii) all software, toots, routines, programs, designs, technology, ideas, know-how, processes, techniques and inventions that ZOLL makes, develops, conceives or reduces to practice, whether alone or jointly with others, in the course of performing the Services; (iii) the fully compiled version of any of file foregoing software programs that can be executed by a computer and used without further compilation (tile "Executable Code"); (iv) the human readable version ofany ofthe foregoing software programs that can be compiled into Executable Code (the "Source Code"); and (v) all enhancements, modifications, improvements and derivative works of each and any ofthe foregoing (the "ZOLL Property"). Ifany derivative work is created by Customer from the Software or Services, ZOLL shall own all right, title and interest in and to such derivative work. Any rights not expressly granted to Customer hereunder are reserved by ZOLL (or its licensors and suppliers, as the case may be). 11, Term and Termination. 11.1. Term. The term of this Agreement ("Term") begins on the effective date of the first Order incorporating this Agreement and continues until it is terminated. The term ofeach Order begins on the effective date ofsuch Order and continues until it expires or is terminated; provided hmrever, that such term (and any extension thereof) shall automatically renew for an equivalent period at ZOLL's then current list pricing unless either party notifies the other party in writing of an intent to not renew such terns at [cast thirty (30) days prior to the expiration ofsuch tern. "Implementation Date" for any ASP Services means the earlier of(a) the date upon which the activation of such ASP Services is complete and such ASP Services are able to function as described in the warranty for such ASP Services, regardless of whellier Customer uses such ASP Services or (b) one hundred eighty (180) days following the shipment of the monitor/defibrillators in connection with which such ASP Services are to be used, unless a delay in the activation of such ASP Services is caused by ZOLL, in which case the Implementation Date shall be postponed by a number of days equal v.3 — 2021-04-19 Docusign Envelope ID: FFAD7893-1 E62-4F96-854C-F33EAD0D5885 to the delay that ZOLL has caused; or (c) if Customer does not use Implementation Services to activate such ASP Services, the date of the Order for such ASP Services. 11.2. Termination. Either party may terminate this Agreement or any Order without cause on thirty (30) days' prior written notice to the other party. Either party may terminate this Agreement or any Order i f the other party materially de€aulls in the performance ofany of its obligations hereunder and Iaiis (o cure such default within twenty (20) days after written notice from the non -defaulting party. 11.3. Effects of Termination. Upon expiration or termination of this Agreement or any Order for any reason: (a) all amounts, if any, owed to ZOLL under this Agreement or the Order (hat has expired or been terminated (the "Expired or Terminated Document") before such termination or expiration will become immediately due and payable; (b) Customer's right to access the ASP Services, and all licensed rights granted, in the Expired or Terminated Document will immediately terminate and cease to exist; and (c) Customer must (i) promptly discontinue all use of any ASP Services provided under the Expired or Terminated Document (ii) erase all topics of Access Sollware from Customers computers and the computers of its customers and return to "LOLL or destroy all copies of such Access Software and related Documentation on tangible media in Customer's possession and (iii) return or destroy all copies of the Documentation in Customer's possession or control; (d) each party shall promptly discontinue all use of the other party's Confidential Information disclosed in connection with the Expired or "Terminated Document and return to the other party or, at the other party's option, destroy, all copies of any such Confidential Information in tangible or electronic form. Additionally, if any Order for ASP Services is terminated by ZOLL for a material default or by Customer without cause, then Customer immediately shall pay ZOLL an early termination fee equal to the amount of (x) the Fees for such ASP Services otherwise payable during the initial term ofsuch Order had such Order not been terminated during such term minus (y) the sun of such fees paid by Customer to ZOLL prior to the date of termination. Upon ZOLL's request, Customer will provide a written certification (in a form acceptable to ZOLL), certifying as to Customer's compliance with its post -termination obligations set forth in this Section 11.3. 12. General Provisions. 12.1. Compliance with Laws. Customer shall comply with all applicable laws and regulations, and obtain required authorizations, concerning its use ofthe ASP Services, including without limitation if applicable all export and import control laws and regulations. Customer will not use any ASP Services for any purpose in violation of any applicable laws, ZOLL may suspend performance if Customer violated applicable laws or regulations. 12.2. Audits and inspections. Upon written request from ZOLL, Customer shall furnish ZOLL with a certificate signed by an officer of Customer stating that the ASP Services are being used strictly in accordance with the terms and conditions of this Agreement. During the Term and for a period of six months following the termination or expiration ofthis Agreement, upon prior written notice, ZOLL will have the right, during normal business hours, to inspect, or have an independent audit firm inspect, Customer's records relating to Customer's use of the ASP Services to ensure it is in compliance with the terms of (his Agreement. The costs of the audit will be paid by ZOLL, unless the audit reveals that Customer's underpayment of Fees exceeds five percent. Customer will promptly pay to ZOLL any amounts shown by any such audit to be owing (which shall be calculated at ZOLL's standard, non -discounted rates) plus interest as provided in Section 2 above. ZOLL agrees that Customer shall, until the expiration of three (3) years alter final payment under the Agreement, have access to and (Ise right to examine any directly pertinent books, documents, papers and records of ZOLL involving transactions relating to the Agreement. ZOLL agrees that Customer shall have access during normal working hours to all necessary ZOLL facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Customer shall give ZOLL reasonable advance notice of intended audits. 12.3. Assignments. Customer may not assign or transfer, by operation of law or otherwise (including in connection with a sale ofsubstantially all assets or equity, merger or other change in control transaction), any of its rights under (his Agreement or any Order to any third party without ZOLL's prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void. ZOLL shall have the right to assign this Agreement or any Order to any affiliate, or to any successor (o its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorgani7ation or otherwise, and to contract with any third party (o provide part of any of the Software and Services, and to delegate performance of this Agreement or any Order to any of its subsidiaries. 12.4. U.S. Government End Users. If Customer is a branch or agency of the United States Government, the following provision applies. The Software and Documentation are composed of"commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and are (i) for acquisition by oron behalfor civilian agencies, consistent with the policy set forth in 48 C.P.R. 12.212; or (ii) for acquisition by or on behalf of units ofthe Department of Defense, consistent with the policies set forth in 48 C.P.R. 227.7202 l (JUN 1995) and 227.7202 3 (JUN 1995), 12.5. Notices. All notices, consents, and approvals under this Agreement must be delivered in writing by electronic mail, courier, electronic facsimile, or certified or registered mail (postage prepaid and return receipt requested) to the other party at the address set forth in the most recent Order (or to such other address or person as from time to time provided by such party in accordance with this Section 12.5), and will he effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever occurs sooner, 12.6. Governing Law and Venue; Waiver of.lury Trial. This Agreement will be governed by and interpreted in accordance with the laws of the State of Texas without reference to its choice of law rules. The United Nations Convention on Contracts for the international Sale ofGoods 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 the State of Texas, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. EACH PARTY i[EREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A "TRIAL BY JURY iN RESPECT OP ANY LITIGATION ARISING OUT OF OR IN CONNECTION WITI [Tills AGREEMENT. 12.7. Remedies. Except as otherwise expressly provided in this Agreement, (he parties' rights and remedies under this Agreement are cumulative. Customer acknowledges that the Software and Services are built on valuable trade secrets and proprietary information of ZOLL, that any actual or threatened breach hereof will constitute immediate, irreparable harm to ZOLL for which monetary damages would be an inadequate remedy, and that ZOLL will be entitled to injunctive relief for such breach or threatened breach. Customer further agrees to waive and hereby waives any requirement for the security or the posting of any bond in connection with such remedies. Such remedies shall not be considered to be the exclusive remedies for any such breach or threatened breach, but shall be in addition to all other remedies available at law or equity to ZOLL. The above notwithstanding, nothing herein constitutes a waiver of Customer's sovereign immunity. To (he extent the Agreement or its terms requires Customer to waive its rights or immunities as a government entity, such provisions are hereby deleted and shall have no force or effect, 12.8, Waivers. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 12.9. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision wil I be v.3 — 2021-04- l 9 Docusign Envelope ID: FFAD7893-1 E62-4F96-854C-1733EAD005885 changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement will continue in full force and effect. In any event, the uncnforecability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continuc in full force and effect, and be construed and enforced, as i f such provision had not been included, or had been modified as above provided, as the case may be. 12,10. Independent Contractors. The parties are entering into, and will perform, this Agreement as independent contractors. Nothing in this Agreement will be construed to make either party the agent of the other for any purpose whatsoever, to authorize either party to enter into any contract or assume any obligation on bchalfofthe other or to establish a partnership, franchise orjoint venture between the parties, 12.11. Third Parties. Customer is solely responsible for, and none of the fees set forth herein shall be deemed to cover, any amounts owed to third parties in connection with the use of the ASP Serviccs, If Customer engages a third -party provider ("Third Party Provider") to deliver products or services, including without limitation software, integrated into or receiving data from or accessing the ASP Services ("Third Party Products or Services"), Customer represents, warrants and agrees that; (i) ZOLL shall have no l iabiIity, and makes no representation, with respect to such Third Party Products or Services; and (ii) the Third Party Provider shall not be an agent ofZOLL. To the extent the ASP Services or Software contains software owned by a third party for which ZOLL has a license agreement with a third party, the ASP Services and Software and all rights granted hereunder are expressly limited by and subject to any license agreements ZOLL may have for such software. 12,12. Force Majeure. Neither party shall be liable for damages for any delay or failure of performance hereunder (other than payment obligation) arising out of causes beyond such party's reasonable control and without such party's fault or negligence, itie] uding, but not limited to, failure of its suppliers to timely deliver acceptable parts or services, any act or omission of Customer that interferes with or impedes ZOLL's performance hereunder, acts of God, acts of civil or military authority, f fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures (a "Force Majeure Event"). 12.13. Entire Agreement; Amendment, No Third Party Beneficiaries; Survival, This Agreement, which may be accepted by performance, constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneoccs agreements, understandings, and communication, whether written or oral, except agreements at zol lonlinc.com. Any other representation or agreement, whether written or oral, including but not limited to any purchase order issued by Customer, shall be wholly inapplicable to the Software and Services and shall not be binding in any way on ZOLL. This Agreement may not be amended or changed or any provision hereof waived except in writing signed by both parties, Any different or additional terms in any purchase order, confirmation or similar form issued or otherwise provided by Customer but not signed by an authorized representative of ZOLL shall have no force or effect. There arc no third party beneficiaries of this Agreement. Those provisions of this Agreement that may be reasonably interpreted as surviving termination of this Agreement or the survival of which is necessary for the interpretation or enforcement of this Agreement shall continue in frill force and effect in accordance with their terms notwithstanding the termination hereof including, but not 1 imited to, Section 7 (Confidentiality), Section 8 (Indemnification), Section 9 (Limitation on Liability), Section 10 (Ownership), Section 11.3 (Effects of Termination) and Section 12 (General Previsions). This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument. 13. IiIPAA. This Section 13 applies if and to the extent that ZOLL creates, receives, maintains or transmits, directly or indirectly, any protected health information of Customer ("Pfll") in the course of providing Software or Services to Customer. Capitalized terns used but not defined in this Section 13 have the meanings assigned to them elsewhere in the Agreement or, if not defined therein, as defined in the Health Insurance Portability and Accountability Act of 1996 (P,L, 104 191), 42 U.S.C. Section 1320d, et seq., and regulations promulgated thereunder, as amended from time to time (such statute and regulations collectively referred to as "IiIPAA"). "Covered Entity" as used herein nmcans Customer. "Business Associate" as used herein means ZOLL. The purpose of this Section 13 is to comply with 45 C.F,R. § 164.502(e) and § 164,504(c), governing PI Il and business associates under HIPAA 13.1. Applicability. This Section 13 applies if and to the extent that Business Associate creates, receives, maintains or transmits, directly or indirectly, any PHI in the course ofproviding Software or Services to Covered Entity, 13.2. Compliance and Agents. Business Associate agrees that, to the extent it has access to 11I-11, Business Associate will fully comply with the requirements ofthis Section 13 with respect to such PHI. Business Associate will ensure that every agent, including a subcontractor, of Business Associate to whom it provides 11111 received from, or created or received by Business Associate on beltal f of, Covered Entity will comply with the same restrictions and conditions as set forth herein. 13.3. Use and Disclosure; Rights. Business Associate agrees that it shall not use or disclose PI fI except as permitted under this Agreement, and in compliance with each applicable requirement of 45 CFR Section 164.504(c), Business Associate may use or disclose the PHI received or created by it, (a) to perform its obl igations under this Agreement, (b) to perform functions, activities, or services for, or on behalfof, Covered Entity as specified in the Agreement, or (c) to provide data aggregation functions to Covered Entity as permitted by HIPAA. Further, Business Associate may use the PHI received by it in its capacity as Business Associate, if necessary, to properly manage and administer its business or to carry out its legal responsibilities. Business Associate may disclose the PHI received by it in its capacity as Business Associate to properly manage and administer its business or to carry out its legal responsibilities if: (a) the disclosure is required by law, or (b) the Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for One purpose for which it is disclosed to the person and time person notifies Business Associate of any instances of which it is aware that the confidentiality ofthe information has been breached. Covered Entity shall not request Business Associate to use or disclose PI-11 in any manner that would not be permissible under HIPAA if done by Covered Entity. 13.4. Safeguards. Business Associate agrees to develop, document, use, and keep current appropriate procedural, physical, and electronic safeguards, as required in 45 C.P.R. §§ 164.308 - 164.312, sufficient to prevent any use or disclosure of electronic P111 other than as permitted or required by this Agreement. 13.5. Minimum Necessary. Business Associate will limit any use, disclosure, or request for use or disclosure to the minimum amount necessary to accomplish the intended purpose of the use, disclosure, or request. 13.6. Report of Improper Use or Disclosure. Business Associate shall report to Covered Entity any information of which it becomes aware concerning any use or disclosure of PHT that is not permitted by this Agreement and any security incident of which it becomes aware. Business Associate will, following the discovery of a breach of "unsecured protected health information," as defined i„ 45 C.F.R. § 164.402, notify Covered Entity of such breach within 15 days. The notice shall include the identification of each individual whose unsecured protected health information has been, or is reasonably believed by Business Associate to have been, accessed, v.3 — 2021-04-19 ❑ocusign Envelope ID: FFAD7893-lE62-4F96-854C-F33EADOD5885 acquired, or disclosed during such breach. Business Associate agrees to mitigate, to the extent practicable, any Harmful effect that is known to Business Associate of a use or disclosure of PI-I1 by Business Associate in violation ofthis Agreement. 13.7. Individual Access. In accordance with an individual's right to access to his or her own PI11 in a designated record set tinder 45 CFR § 164.524 and the individual's right to copy or amend such records under 45 CFR § 164.524 and § 164.526, Business Associate shall make available all PHI in a designated record set to Covered Entity to enable the Covered Entity to provide access to the individual to whom that information pertains or such individual's representative. 13.8. Amendment of and Access to PIII. Business Associate shall make available for amendment PI-11 in a designated record set and shall incorporate any amendments to PI-11 in a designated record set in accordance with 45 CPR § 164.526 and in accordance with any process mutually agreed to by the parties. 13.9. Accounting. Business Associate agrees to document such disclosures of PI-I1 and information related to such disclosures as would be required for Covered Entity to respond to an individual's request for an accounting ofdiselosures of their PI-i1 in accordance with 45 CFR § 164,528. Business Associate agrees to make available to Covered Entity the information needed to enable Covered Entity to provide the individual with an accounting of disclosures as set forth in 45 CPR § 164.528. 13.10. DI HIS Access to Books, Records, and Other Information. Business Associate shall make available to the U.S. Department ofl-lealth and Human Services ("DIIiIS"), its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity for purposes ol'determining the Covered Entity's compliance wi€h HIPAA. 13.11. Individual Authorizations; Restrictions. Covered Entity will notify Business Associate of any limitation in its notice of privacy practices, any restriction to the use or disclosure of PHI that Covered Entity has agreed to with an individual and of any changes in or revocation of an authorization or other permission by an individual, to the ex€cnt that such limitation, restriction, change, or revocation may affect Business Associate's use or disclosure of PI 11, 13,12, IIITECII Act Compliance. Covered Entity and Business Associate agree to comply with the amendments to HIPAA included in (lie Health Information Technology for Economic and Clinical Health Act (the "III'rml Act"), including all privacy and security regulations issued under the HITECH Act that apply to Business Associate, 13.13, Breach; Termination; Mitigation. If Covered Entity knows ofa pattern ofactivity or practice of'Business Associate that constitutes a material breach or violation of Business Associate's obligations under this Section 13, Covered Entity and Business Associate shall take any steps reasonably necessary €o cure such breach and make Business Associate comply, and, if such steps are unsuccessful, Covered Entity may terminate this Agreement. Business Associate shall take reasonable actions available to it to mitigate any detrimental effects of'such violation or lailurc to comply. 13.14. Return of PIII. Business Associate agrees that upon termination ofthis Agreement, and if feasible, Business Associate shall (a) return or destroy all PI-11 received from Covered Entity, or created or received by Business Associate on belral fofCovered Entity, that Business Associate has continued to maintain in any fonn or manner and retain no copies of such information or, (b) if such return or destruction is not feasible, immediately notify Covered Entity of the reasons return or destruction are not feasible, and extend indefinitely the protection ofthis Section 13 to such PI-11 and limit further uses and disclosures to those purposes that make the return or destruction ofthe 111-11 not feasible. 13.15. De -identified Health Information. Business Associate may de -identify any and all PHI and may create a "Limited Data Set" in accordance with 45 C. F.R. § 164,514(b) & (c). Covered Entity acknowledges and agrees that de -identified information is not PHI and that Business Associate may use such de -identified information for any lawful purpose. Use or disclosure of a Limited Data Set must comply with 45 CFR 164,514(e), 13.16. Survival. All representations, covenants, and agreements in or under this Section 13 shall survive the execution, delivery, and performance ofthis Agreement. 13.17. Further Assurances; Conflicts. Each party shall in good faith execute, acknowledge or verify, and deliver any and a[[ documents which may from time to time be reasonably requested by the other party to carry out the purpose and intent of this Section 13. The tens and conditions of this Section 13 will override and control any expressly confl icting term or condition of the Agreement. All non -conflicting lerltts and conditions of the Agreement shall remain in full force and effect. Any ambiguity shall be resolved in a manner that will permit Covered Entity to comply with HIPAA. For the avoidance ofdoubt, a limitation on liability in the Agreement does not conflict with this Section 13. 13,18. Applicable Law. The parties acknowledge and agree that HIPAA may be amended and additional guidance or regulations implementing HIPAA may be issued afler the date of the execution ofthis Agreement and may affect the parties' obligations hereunder, The parties agree to take such action as is necessary to amend this Agreement from time in order as is necessary for Covered Entity to comply with HIPAA. v,3—2021-04-I9 0 docusign. Certificate Of Completion Envelope Id: FFAD7893-1 E62-4F96-854C-F33EADO D5885 Status: Completed Subject: Complete with Docusign: City of Fort Worth-Medstar Mobile —Consent of Assignment_6-4-2025.pdf Source Envelope: Document Pages: 15 Signatures: 1 Envelope Originator: Certificate Pages: 3 Initials: 0 Jaewoo Lee AutoNav: Enabled jaewoo.lee@zoll.com Envelopeld Stamping: Enabled IP Address: 67.218.11.44 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original Holder: Jaewoo Lee Location: Docusign 6/4/2025 10:15:40 AM jaewoo.lee@zoll.com Signer Events Signature Timestamp Kurt Sandstrom b"' Sent: 6l4/2025 10:17:49 AM kandstrom@zoll.com ESIQ..d J �r s&anJ06K1 Viewed: 614/2025 10:45:09 AM VP/General Manager EMS 3ecc9FA442B3492 Signed: 6/4/2025 10:45:28 AM ZOLL Medical Security Level: Email, Account Authentication Signature Adoption: Pre -selected Style (None) Using IP Address: 164.86.16.234 Electronic Record and Signature Disclosure: Accepted: 6/4/2025 10:45:09 AM ID: 993f5Ob1-43c3-41 i b-ac47-4eefabf0680e Company Name: Zoll Medical In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/4/2025 10:17:49 AM Certified Delivered Security Checked 6/4/2025 10:45:09 AM Signing Complete Security Checked 6/4/2025 10:45:28 AM Completed Security Checked 6/4/2025 10:45:28 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 8/3/2025 7:32:30 AM Parties agreed to: Kurt Sandstrom ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, ZOLL Medical (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies orally such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from as or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us othenvise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to (lie same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do no( agree with this process, please let us know as described below, Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact ZOLL Medical: You may contact us to let us know ol'your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: Emily,Sullivannzoll.com To advise ZOLL Medical of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at Emily.Sullivan a zoll.com and in the body orsuch request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from ZOLL Medical To request delivery from us of paper copies of the notices and disclosures previously provided by its to you electronically, you must send us an email to Emily.Sullivan a zoll.com and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, Warty. To withdraw your consent with ZOLL Medical To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session. and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii, send us an email to Emily.Sullivan@zol1.com and in the body of such request you must state your email, full name. mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required Hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: Intl s) ./ls€ipl7ort.docissign.Cglil_/guides/signer-guide-signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you arc able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check - box next to `1 agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check -box next to `1 agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify ZOLL Medical as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by ZOLL Medical during the course of your relationship with ZOLL Medical.