Palm Springs City Council
November 9, 2023

Item 1L - Page 9

7. Owners/ nvestors with a 5% beneficial interest in the Applicant Entity or a rel 1ted entity

EXAMPLE
JANE D DE 50%, ABC COMPANY, Inc.
[r ame of owner/investor] [percentage of beneficial int•~rest in entity and name of entity
A. I
/(Jt\°/o .. Sal,"r1aSi L ,nc ~,/\ />1Pfrut~ r/l,. ",-'• ._ [r ame of owner/investor] [per centage of beneficial ihterest in .J entity
and name of entity:

B. I
C.

0. E.
[niime of owner/investor] [percentage of beneficial i',iterest in I
I
[n ilme of owner/investor]
I
I
I
[n: me of owner/investor]
I
I
entity
and name of entity]
[percentage of beneficial interest in
entity
and name of entity]
[percentage of beneficial i1~terest in
entity
and name of entity]
I I
[m me of owner/investor] [percentage of beneficial inter est in entity and name of entity]
CALIFORNIJl

I DECLARE I INDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Di ,closing Party, Printed Name, Title Date (Revised 09 13 18)

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Item 1L - Page 10

1. 2.

3. 4.

5. PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Name of Entity
Fi _; r;, .-f 14-- ;:::;~ _L-r,e,
- Address of Entity (Principle Place of Business)
7 g-590 V /H /V"('.-;2__ hep ~,J} d ~ C,4
Local or California Address (if different than #2) ,
State where Entity is Registered with Secretary of State t Cfa_L- ,\(' (!) IL,,_ ' J19
9 .:i;;oc
If other than California, is the Entitv also reqistered in California? n Yes n No Type of Entity
~poration D Limited Liability Company D Partnership D Trust D Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity P11--vl < rih~ 'Th , ..t2 I D Officer ~irector D Member D Manager [name]
D General Partner D Limited Partner
• Other
....-,----- I j2Q V CJL _TO~ /\/ ~ t ~
[name]
D Officer ~ Director D Member D Manager
D General Partner D Limited Partner
• Other
0 -<:?a.R k. 'Jot-i/11 (Al ~ I D Officer [j@irector D Member D Manager (Revised 09 13 18)
[name]
D General Partner D Limited Partner
• Other

CITY OF PALM SPRINGS- PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Item 1L - Page 11

7. Owners/Investors with a 5% beneficial interest in the Applicant Entitv or a related entity

EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor] (percentage of beneficial interest in entity and name of entity]
A. ~
pA-J)_ '25"cif...rV 'th. -5<.., (
so ?o
~-£) 6 cf 4- f:o/~ ~
[name of owner/investor] [percentage of beneficial interest in entity
and name of entity]
B. p/br...Q r- (,< t7i , ..e£)
g~ ~CJ
,F-;...0£.~
[name of owner/investor] [percentage of beneficial interest in entity
and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity
and name of entitv]
D.
[name of owner/investor] [percentage of beneficial interest in entity
and name of entitvl
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entitv]

I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING 15 TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title Date ;f_ <fJ:2.--- 5- -.J 4 -2-s
(Revised 09 13 18)

CITY OF PALM SPRINGS- PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

ATTACHMENT B
Item 1L - Page 12
Item 1L - Page 13
RESOLUTION NO. 18834

OF THE CITY COUNCIL OF THE CITY OF PALM

SPRINGS, CALIFORNIA, ESTABLISHING A NEW
REPLACEMENT POLICY FOR CITY EQUIPMENT.

WHEREAS Resolution No. 14138, adopted on February 3, 1982, modified the City Equipment · Replacement Policy established by Resolution No. 8521, adopted !November 8, 1965; and WHEREAS equipment reliability and longevity has increased as technology has been perfected subsequent to the last update of the Equipment Replacement Policy; and WHEREAS staff, utilizing best management practices during the City's continuing efforts to balance its budget, has endeavored to extend the service of Cijty equipment beyond the established policy life of the equipment; and
WHEREAS it is now desirable to establish a new Equipment Replacement Polic:y to formally increase the length of time or mileage the vehicles will be operated by the City before replacement; and
WHEREAS it is also desirable to incorporate language related to the introduction of alternate fuel vehicles in the City fleet,
NOW THEREFORE BE IT RESOLVED by the City Council of the City of Palm Springs that:

Section I:

Section II.

Resolution #14138 and any and all other previous Resolutions related to the City Equipment Replacement are hereby rescinded.

Replacement Schedule: City vehicles shall be replaced in accordance with the following schedule, provided that the .Assistant Director of Transportation, Surface Transportation & Energy (Fleet Manager) shall have the responsibility of determining whether exceptionally good or exceptionally poor vehicles shall be replaced in accordance with the Replacement Schedule or possibly retained for a greater or lessor period, and upon such determination, departure from the schedule is allowed, subject to the approval of the Director, Department of Transportation:

REPLACEMENT SCHEDULE
Vehicle Type Replacement

1. Motorcycles 4 years*

2. Staff cars 6 years or 70,000 miles
(Bought Used)

3. Police Patrol Units 3 years or 90,000 miles

4. Police Detective Units 6 years or 70,000 mil1as
(Bought Used)

5. Truck & Pickups
A. Light Duty 8 years or 80,000 mil1es
(Up To 3/4 Ton)
B. 1 Ton & Over 10 years
*Note: Age is based on model year.

I
I
I
Item 1L - Page 14
I
I
I
Rl8834

6. Specialized Equipment
(Such as Fire Trucks
Sweepers, etc.)

7. Equipment Loss Due To Accident
To be determined by the Fleet
Manager in consultation with the
user Department, subject to the
approval of the Director,
Department of Transportation based
on physical inspection and analysis
of current operating cost data and
mandated Regulations.

Immediately.

Section Ill. Vehicle Assignment/Rotation: Authorized vehicles are assigned to the various user departments via the budget process. User departments shall determine whom within their department utilizes which vehicle, except that the City Manager shall authorize and assign take-home vehicles. The Fleet Manager, after consulting with user departments, and with the consent of the Director, Department of Transportation, may rotate vehicles between user departments for operational efficiency or to extend the useful life of said vehicle.

Section IV. Methods of Acquisition: The Fleet Manager shall acquire City equipment in accordance with the City's Procurement Ordinance.

Section V. Methods O'f Disposal: The Fleet Manager shall dispose of surplus equipment in accordance with the City's Procurement Ordinance. Surplus equipment may be traded in on new or used equipment provided that the value of the trade shall be included as part of the total expenditure for the purpose of determining Procurement Ordinance limits compliance.

Section VI. Alternate Fuel Vehicles: The Fleet Manager shall make every effort to incorporate alternate fuel vehicles within the fleet via purchase or conversion.

Whenever a vehicle is replaced, that operationally is suited for alternate fuel usage, there is a proven track record for the specific type of vehicle being replaced, and the specific "engine family" is approved for use in California by the California Air Resources Board, the bid shall include a comparison of gasoline/diesel equipment vs alternate fuel equipment.

Section VII. Accessories: After market accessories that are purchased to properly equip a piece of equipment to carry out its designated function, shall be included in the overall capital cost component of the City's Motor Vehicle Replacement account for the particular vehicle to ensure the vehicle user department bears the full cost of its equipment.

Section VIII. Reporting Format: When a vehicle is being replaced requiring City Council approval, the Staff Report shall include the following information:

Vehicle type, Identification Number of the vehicle (except for undercover vehicles), vehicle use characteristics, description of why it is being replaced, special needs or equipment, alternate fuel options/discussion.

ADOPTED this 5th day of June r 1996,
AYES:

NOES:

ABSENT:

ATTEST:

Members Barnes, Hodges, Oden, Spurgin and Mayor Kleindienst None
None

LIFORNIA
~~c>(
\--.::,tity Clerk
REVIEWED & APPROVED AS TO FORM.----"W,___;_,u)_. _____________ _

CITY COUNCIL STAFF REPORT
11/09/2023
SUBJECT:

APPROVE BLANKET PURCHASE ORDER FOR SUPPLIES, SERVICE, REPAIR,

AND EQUIPMENT FROM ZOLL MEDICAL CORPORATION FOR FISCAL YEAR(S) 2024 AND 2025 TO COINCIDE WITH THE COUNTY OF RIVERSIDE

COOPERATIVE PURCHASE CONTRACT WITH ZOLL MEDICAL CORPORATION RECOMMENDATION:

Approve a blanket purchase order for annual supplies, service, and equipment from ZOLL Medical Corporation utilizing pricing within the County of Riverside cooperative purchase contract with ZOLL Medical Corporation for Fiscal Year(s) 2024 and 2025, in an amount not to exceed $100,000 over the course of the (2) two fiscal years.

Attachments
Item 1M

CITY COUNCIL STAFF REPORT
DATE: NOVEMBER 9, 2023 CONSENT CALENDAR
SUBJECT: APPROVE BLANKET PURCHASE ORDER FOR SUPPLIES, SERVICE, FROM:

BY:

REPAIR, AND EQUIPMENT FROM ZOLL MEDICAL CORPORATION
FOR FISCAL YEAR(S) 2024 AND 2025 TO COINCIDE WITH THE

COUNTY OF RIVERSIDE COOPERATIVE PURCHASE CONTRACT

WITH ZOLL MEDICAL CORPORATION
Scott C. Stiles, City Manager
Fire Department
SUMMARY:

Approve a blanket purchase order for annual supplies, service and repairs from ZOLL Medical Corporation for Fiscal Year(s) 2024 and 2025 to coincide with the County of Riverside cooperative purchase contract with ZOLL Medical Corporation (Attachment A).

RECOMMENDATION:

Approve a blanket purchase order for annual supplies, service, and equipment from ZOLL Medical Corporation utilizing pricing within the County of Riverside cooperative purchase contract with ZOLL Medical Corporation (Attachment A) for Fiscal Year(s) 2024 and 2025, in an amount not to exceed $100,000 over the course of the (2) two fiscal years.

BUSINESS PRINCIPAL DISCLOSURE:

A copy of the Public Integrity Disclosure Form for ZOLL Medical Corporation is included as Attachment C.

BACKGROUND:

In accordance with Municipal Code Title 7 Sections 7.03.030 and 7.04.020, the cumulative cost of annual supplies, service, and repairs on the ZOLL X series and ZOLL AutoPulse is in excess of $75,000, thus requiring City Council Approval.

The City of Palm Springs requested access to the Riverside County CA contract FPARC46514-001 on 07/14/2016 (Attachment B).

Item 1M - Page 1
City Council Staff Report
November 9, 2023 -- Page 2
Blanket Purchase Order from Zoll Medical Corporation
STAFF ANALYSIS:

The County of Riverside awarded a 5-year cooperative purchase contract FPARC-46514- 001 to ZOLL Medical Corporation (Attachment A) that is valid through 8-31-25, with options to extend. ZOLL is offering the City of Palm Springs pricing based upon this cooperative agreement.

Since the amount or type of supplies needed varies, having a blanket purchase order allows the Department to buy just what is needed when it is needed with no commitments or guarantees to the vendor of specific purchase amounts.

ENVIRONMENTAL ASSESSMENT:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve contracts for the above-mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

The requested action aligns with the City’s Major Theme/Principle: Focus on issues that most impact quality of life.

FISCAL IMPACT:

Sufficient funds are appropriated in the Fire Department’s Budget for the stated Fiscal Year(s).

REVIEWED BY:

Department Director: Fire Chief Paul Alvarado
Procurement and Contracting Director: Kim Baker
City Manager: Scott Stiles
ATTACHMENTS:

A. County of Riverside contract FPARC-46514-001 with ZOLL Medical Corporation B. ZOLL-Access Agreement-City of Palm Springs CA 07.14.2016 C. Public Integrity Disclosure Form for ZOLL Medical Corporation Item 1M - Page 2

ATTACHMENT A

Item 1M - Page 3
Item 1M - Page 4

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
Original Agreement Term:

Agreement Term Extended To:

Effective Date of Amendment:

Original Maximum Agreement Amount:

Amended Maximum Agreement Amount:

Agreement ID:

March 8, 2016 through Aug. 31 , 2025
March 31 , 2031
March 22, 2022
$800,000 Annually
$932,000 Annually
FP ARC-46514-001-09/25
The First Amendment to the Agreement between County of Riverside, a political subdivision of the State of California, by and through its Fire Department, ("COUNTY") and ZOLL Medical Corporation., a Massachusetts corporation registered to conduct business in California with its principal address at 269 Mill Road Chelmsford, MA O 1824 ("CONTRACTOR") ("First Amendment"), entered into as of the Effective Date of March 22, 2022, is hereby amended below. CONTRACTOR and COUNTY are sometimes individually referred to herein as "Party" and together as the "Parties".

RECITALS
WHEREAS, on March 8, 2016, in Minute Order 3.7, the COUNTY's Board of Supervisors approved and entered into that certain Agreement for Defibrillator Equipment, Supplies, Accessories, and Preventative Maintenance Repair Services between County of Riverside and Zoll® Medical Corporation ("Agreement") for $800,000 annually; and WHEREAS, Section 4 of the Agreement authorizes the Board of Supervisors and the COUNTY Purchasing Agent, or designee, to alter this agreement in writing; and WHEREAS, the COUNTY and CONTRACTOR desire to amend the technical scope, the contract price and memorialize the software updated of the Agreement; WHEREAS, the First Amendment and Agreement are herein referred together as the "Agreement".

NOW, THEREFORE, the Parties hereto mutually agree as follows:

1. Recitals. The recitals set forth above are true and correct and incorporated herein by this reference.

2. Amend the Table of Contents. The Agreement shall be amended to include "Exhibit C - ALS/BLS Software Solutions Master Application Service Provide Agreement" to the Table of Contents after "Exhibit B - Pricing Schedule" and before "Attachment I - Zoll Price List".

3. Amend Section 2.1 Period of Performance: The first sentence of Section 2.1 shall be deleted and replaced with the following sentence:

Form #116-311 Revision Date: 01 /13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
MAR 2 9 2022 ?· H
Item 1M - Page 5

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT
FOR DEFIBRILLATOR EQUlPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
This Agreement shall be effective upon signature of this Agreement by both parties and continues in effect through March 31, 2031.

4. Amended Section 3.1 Compensation. The second sentence of Section 3.1 of the Agreement shall be deleted and replaced with the following sentence:

Maximum payments by COUNTY to CONTRACTOR shall not exceed $932,000 annually including all expenses, based on the availability of fiscal funding.

5. Amend Section 3 .2 Compensation: The second sentence of Section 3 .2 of the Agreement shall be deleted and replaced with the following sentence:

The items identified in Section B "Core List" shall be fixed price and not subject to any price increases from March 22, 2022 through March 31, 2026, after which ZOLL reserves the right to evaluate pricing on a yearly basis thereafter. Any increase in price after March 31, 2026, shall be calculated from the active list price on the date of this executed Amendment. Any changes in pricing shall be memorialized in writing to the COUNTY and CONTRACTOR shall provide the COUNTY at least thirty (30) days advance written notice before changing the pricing.

6. Amend the Technical Scope. The Agreement is amended to reflect the changes that are attached hereto as "Attachments No. 1 and 2" and are incorporated herein by this reference. This First Amendment shall prevail in its entirety, as it relates to the original requirements provided in Agreement and shall prevail in the event of a discrepancy with a specific technical requirement cited elsewhere within and attached to the Agreement.

7. Amend the Pricing Schedule. The Agreement is amended to reflect the changes that are attached hereto as "Attachment No. 3" and are incorporated herein by this reference.

This First Amendment shall prevail in its entirety, as it relates to the original requirements provided in Agreement and shall prevail in the event of a discrepancy with a specific technical requirement cited elsewhere within and attached to the Agreement.

8. Addition of Exhibit C. The Agreement is amended to reflect the changes that are attached hereto as "Attachment No. 4" and are incorporated herein by this reference.

This First Amendment shall prevail in its entirety, as it relates to the original requirements provided in Agreement and shall prevail in the event of a discrepancy with a specific technical requirement cited elsewhere within and attached to the Agreement.

9. Add Section 23.14, Electronic Signature. The Agreement is hereby amended to add the following section to allow for the use of electronic signatures:

Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
2 Item 1M - Page 6

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation

23.14 This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each party of this Agreement agrees to the use of electronic signatures, such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (("CUETA") Cal. Civ. Code §§ 1633.1 to 1633.17), for executing this Agreement.

The parties further agree that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUET A as amended from time to time. The CUET A authorizes use of an electronic signature for transactions and contracts among parties in California, including a government agency. Digital signature means an electronic identifier, created by computer, intended by the party using it to have the same force and effect as the use of a manual signature, and shall be reasonably relied upon by the parties. For purposes of this section, a digital signature is a type of "electronic signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code.

10. First Amendment to Prevail. The provisions of this First Amendment and Agreement shall prevail over any inconsistency or conflicting provisions of the Agreement and shall supplement the remaining provisions thereof.
11 . Effective Date. The "Effective Date" of this First Amendment shall be March 22, 2022.

12. Entire Understanding. The First Amendment and the Agreement set forth contain the entire understanding and agreement of the Parties hereto. There are no oral or written representations, understandings, or ancillary covenants, undertakings or agreements, which are not contained or expressly referred to within this First Amendment and the Agreement.

13. Further Assurances. The Parties agree to execute such other documents and to take such other actions as may be reasonably necessary to further the purposes of this First Amendment.

14. Agreement in Full Force and Effect. Except as otherwise expressly modified herein, all other terms and conditions of the Agreement remain unmodified and in full force and effect.

Form #116-311 Revision Date: 01 /13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
3 Item 1M - Page 7

COUNTY OF RIVERSIDE
AMENDMENT NO. l TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WTTH
ZOLL® Medical Corporation
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this First Amendment.

Dated: MAR 2 9 2022
APPROVED AS TO FORM:

Form #116-311 Revision Date: 01/13/2016

ZOLL MEDICAL CORPORATION,
nmid2'..----- a Massachusetts corporation ' /
di -- ,1,(
By:_.fl-' - ----- Name: Steven K. Flora
Title: Sr. Vice President,
Vice President of North American
Sales Dated: 3/17/2022
Riverside County Fire Department
21 0 W. San Jacinto Ave .. Perris, CA 92570
4 Item 1M - Page 8

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
ATTACHMENT N0.1
Amendment No. 1 to Exhibit A, Scope of Work
(Behind this Page)
Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
5 Item 1M - Page 9

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation

1. Section 1.2 Program I - Equipment Purchase, Training and Trade-in: The Agreement shall be amended by deleting the second sentence and replacing it with the following:
"Program I shall have a term of up to five ( 5) years from the Date of March 8, 2021 , contract effective date, ending March 31 of each calendar year up to March 31, 2026."

2. Section 1.3 Program II - Maintenance, Service, Supplies and Accessories: The Agreement shall be amended by deleting the second sentence and replacing it with the following:
"Program II shall have a term of up to ten ( 10) years from the Date of March 8, 2021 , contract effective date, ending March 31 of each calendar year up to March 31, 2031 ."

3. Section 2.3 .1 E-Series Trade-In Value: DELETE in its entirety and replace with the following:

2.3.1 X-Series Trade in Value:
a. "Contract year one (1)", ENDING March 31, 2022 - $5,000.00 per trade ( 1-100 units)
b. Contract year two (2) - $4,000.00 per trade (1-100 units) c.Contract year three (3) through five (5):
(1) $2,500.00 per trade (1-5 units)
(2) $3,000.00 per trade (6-15 units)
(3) $3,500.00 per trade (16-25 units)
(4) $4,000.00 per trade (26+ units)

4. Section 2.3.2 X-series Trade in Value; DELETE in its entirety and replace with the following:

2.3.2 X-Series Advanced Trade in Value:
a. Contract year one (1) through five (5):
(1) $7,000.00 per trade (1-5 units)
(2) $8,000.00 per trade (6-15 units)
(3) $8,500.00 per trade (16-25 units)
(4) $9,000.00 per trade (26+ units)

5. Section 3 .2.1; DELETE in its entirety and replace with the following:

3.2.1 CONTRACTOR shall provide onsite Preventative Maintenance (PM) and perform authorized minor on-site device repairs to COUNTY owned X Series Defibrillators. The CONTRACTOR shall furnish all necessary labor, equipment and incidentals necessary to perform timely services that will maintain or provide minor repairs to the COUNTY'S inventory of ZOLL defibrillators in optimal working condition. Services provided by the CONTRACTOR shall be in strict compliance Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
6 Item 1M - Page 10

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
with all applicable federal, state, and local laws, industry codes, rules, regulations and standards set by the manufacturer.

6. Section 3.2.3; DELETE the first sentence in its entirety and replace with the following:

3.2.3 CONTRACTOR shall be responsible for trouble shooting, minor repairs and PM services to ZOLL defibrillator devices/accessories.

7. Section 3.2.4; DELETE in its entirety and replace with "Reserved."

8. Section 3.2.5; DELETE in its entirety and replace with the following:

3.2.5 PREVENTATIVE MAINTENANCE - COUNTY shall provide the CONTRACTOR with an adequate facility located at a single location where onsite trouble shooting, repairs and PM services will be provided by the CONTRACTOR. PM services will be conducted between 8:00am and 5:00pm Monday - Friday excluding holidays. For the onsite trouble shooting and minor repairs, CONTRACTOR will invoice COUNTY an hourly rate for these services to be calculated from the ZOLL Field Technician's residence to a single location determined by the COUNTY. The Preventative Maintenance Fee charge is $215.00 per device. After March 31 , 2026, ZOLL reserves the right to evaluate the pricing of the Preventative Maintenance Fee on a yearly basis thereafter. Any changes will be provided in writing to the Customer at least 30 days in advance. If onsite minor repairs are required during a PM, COUNTY will be required to pay for all parts consumed during the minor repairs after the one-year factory warranty has expired.

9. Section 3.2.6; DELETE in its entirety and replace with the following:

3.2.6 ONSITE SUPPORT - In the event that COUNTY requires a field technician to go to onsite for troubleshooting and minor repairs outside of the scheduled Preventative Maintenance, CONTRACTOR will invoice COUNTY an hourly Service Labor Rate of $165 per hour for these services. Service Labor Rate of $165 per hour will be calculated from the ZOLL field technician's residence to a single location determined by the COUNTY. After March 31 , 2026, ZOLL reserves the right to evaluate the pricing of the Service Labor Rate on a yearly basis thereafter.

Any changes will be provided in writing to the Customer at least 30 days in advance.

10. Section 3.2.8; DELETE in its entirety and replace with the following:

3.2.8 CONTRACTOR shall provide a "spares program" at no cost to the COUNTY for X Series Advanced defibrillators sent out for repair. The pool of available spare devices shall be at a ratio of 20: 1. As the COUNTY transitions from the X Series to the X Series Advanced Series, the CONTRACTOR shall convert the remaining X 7 Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
Item 1M - Page 11

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
Series spares over to X Advanced Series spares at a rate of one ( 1) spare for every fifteen ( 15) X Advanced Series purchased until all spare units are X Advanced Series.

The total spare devices available under the "spares program" shall be a minimum of eight (8) defibrillator units.

CONTRACTOR shall be responsible for performing Preventive Maintenance and repairs on the "spare" devices at no charge to the COUNTY. COUNTY shall be responsible for any damage incurred to any spare or loaner device 11 . Section 3.3, Batteries; DELETE in its entirety and replace with the following:

3.3 Batteries:

CONTRACTOR shall provide a battery replacement program for all batteries purchased under this Agreement. COUNTY shall maintain the batteries per ZOLL's recommended maintenance program. Batteries shall be replaced on a one-for-one basis throughout the one-year warranty period should the SurePower Battery or SurePower Charger display a fault. Battery replacement program only applies to batteries shipped after date of execution of this Agreement. COUNTY is not required to send back the batteries. If COUNTY chooses to send them back, shipping would be at the expense of the COUNTY. CONTRACTOR is not allowed to send prepaid shipping labels to COUNTY, since the Lithium battery regulations were put in place.

Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
8 Item 1M - Page 12

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
ATTACHMENT NO. 2
Amendment No. 1 to Exhibit A, Letter of Understanding
(Behind this Page)
Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
9 Item 1M - Page 13

COUNTY OF RIVERSIDE
AMENDMENT NO. I TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
I. ADD Exhibit A, Section 4.0 Letter of Understanding, Case Review Premium Subscription, R Series and X Series, 5 Year Hosted
ZOLL
LETTER Of UNDERSTANDING
he follo\\i11g Letter of Understanding serves to ensure that ZOLL Medic-al Corporation ("ZOLL and Rh'erside County Fire Department ("FIRE DEPARTMENT"} hold an equal understanding of the followin ·ssues as the are outside the realm ofZOLL's general Terms and Conditions. Therefore. once you ha\·e read and fully understand the content of this letter, please sign and date on the line provided below.

Case Review: ZOLL agrees to provide 13 licenses of Ca se Re\iew to FIRE DEPARTME T t no c from Aprill , _022 to July S, 20 . This offer is to bridge thl' end ofli e ofFIRE DEPART.1E. T S curren QA/ QI software to the FIRE DEPARTMENT"S new budget year. In ren1m. FIRE DEPARTME NT ag ees o · sue a valid Purchase Order on or b efore uly S, _o __ for Quo e • Q-255 2 V r Ion: m I s n ir e .·.

Payments will be due in three equa annual installm,mts of ~46.439.6 due July 31 20 • -Ju y 3 . o_ 5 and uJ~- 3 . -0-6.
!f you ban? any questions regarding this issue, please contact. Ot r ZOLL Sales Ma nager. Rr an Gn Ike.

Othen 'vise, please sign on .he appropriate line provided below and returr this letter to the -~ttenrio of Audr~ Tella, Contracts 1anager. ZOLL Medical Corporation \i3 email at .......,...,_t...,.......,."-"-"""""""'" Title:

Phone: __________ _
Date: _________ MAR 2 9 2022 _ _
Sincere(\".
eff Roberts
'ic e Presiden . US EMS S,;les
Name: (print) Steven K Flora
Phone: 800-348-9011
D..ite: 3/17/2022
> BY-=~~~:5f::-:::::--:----~~
Form #116-311 Revision Date: 01 /1 3/2016
~iverside County Fire Department
210 W. San Jacinto Ave .. Penis, CA 92570
MAR 2 9 2022 8.Jl
IU
Item 1M - Page 14

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
ZOLL
Quote No: Q-25532 Version: 1
Riverside County Fire Department
Clark Training Center
3423 Davis Avenue
Riverside, CA 92518
ZOLL Customer No: 5664
Scott Phil ipbarr
(909) 486-2825
1111111 CanlAcl Part Number
1 &400.11004o C.iseRe>Vi@w Premium Subscription. R S...ies n X Senn, 5 Yu,- HostM
Provides detililed post-information, including
CPR quality on compresslan dep1h, rate, pause time
.Jfld release velocity, as well as ECG. shoots, EtC02
and Sp02 vital signs.

ZOLL Medical Corporation
269MII Road
Chelmsford, MA 01824-4105
Federal 10#04-2711626
Phone: (800) 348-9011
Fax: (978) 421-0015
Email: [email protected]
Quote No: Q-25532
Version: 1
Issued Date: February 16, 2022
Expiration Date: March 31 , 2022
Terms.: Three amual installments with
1st Payment due NET T!IJ
Qty
113
FOB: Shipping Point
Freight Prepay & Add
Prepared by: catherine Prophet
EMS Tenitory Manager
[email protected]
949-436-4369
Ustl'riR Allll- PrlN
$'1,232.91 S1.232a91
SublDtill:

Total:

Tcall"riN
S 1311,318.83
$139,318.83
$139,311.13
Promo!KMgJ pricing valid for custaner migration om C~ew B.JSic to C.-HReview Prenwm. CaseRe1r.ew Ptemun Subscripticn P~~ in ee annual installments with 1st pa)'ITll!flt due N« 730.

To the exten th.at ZOLL .and Customer. or CuslDmer's Represent.alive have negotia ed and executed overriding erms and conditions ("Overriding T's & C's·}, thoH terms and conditions would appry to this quotation. In all other cases, this quote is m.ade subjec ID ZOLL's Standard Commercial Terms .and Conditions ("ZOLL T's. & C's"} whioh for capital equipment, acoessories .and oonsumab!M can be found at http:Jlwww.zoR.com/GTC .and for software produCIS can be found at http:/lwww.zoltcom/SSPTC and for hosted software products ca be found at hllp://www.zoll.com/SSHTC. Except in the case of ovemcfing T's .and c·s, a.ny Purch.ase Orde<r (·PO') inued in response to this quotation I be deemed to incorporate ZOLL T's & C's, and a,ny other terms and conditions preHnted sha have no force or effect except 10 the eX1ent .agreed in writing by ZOLL

1. Delivery will be made 120-150 days days after receipt of .accepted purchase otde.-.

2. Applicable tax, shipping & h.andGng will I><! .added .at the time of in,voici.ng.

3. All purchase orders are subject 10 credit .approval before being accep ed by ZOLL

4. To pl.ace an order. ple-.ase forward the purchase order with a copy of this quotation ID [email protected] or via f.ax ID 1>78~21-0015.

5. All discounts from 11st prioe are contingen upon payment wiihin the agreed upon terms"

6. Place your future accessory orders onfine by visiting www.zo ebst~.com- ? Paae 1 of2 Form1f11 ti-J11 KevIsIon LJate: 0111 J/~U1 ti Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
Item 1M - Page 15

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
ZOLL
Riverside County Fire Department
Quote No: 0-25532 Version: 1
Order Information (to be completed by the customer}
Tax Exempt Entity (Tax Exempt Certificate must be provided o ZOLL} Taxable Entity (Appricable tax will be .a,ppijed at time of invoice} BILL TO ADDRESS SHlP TO ADDRESS
Name/Department NameJOepanrnent:

Address: Addre.ss:

ZOLL Medical Corporation
269Mill Rooo
Chelmsford, MA 01824-4105
Federal 10#04-2711626
Phooe: (800) 348-9011
Fax:(978) 421-0015
Email: [email protected]
Ciiy I State I Zi,p Code: City I Stale / Zip Code:

Is a. Purchase Order (PO) required for the purchase and/or payment o the products listed on this quotation? Yes PO Number: ____ _ POAmoun
(A copy of the Purchase Order mu st be included wilh this Quote when returned ID ZOLL) o (Please complete lhe below section when submftling this order) For organizations !hat do no 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 whi,ct, he or she is signing to lhe 1enns and prices in this qootation.

Riverside County Fire Department
Authorized Sig:nawre:
exhibit - do not sign
ame:

Tille:

Date:

Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
12 Item 1M - Page 16

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
ATTACHMENT NO. 3
Amendment No. 1 to Exhibit B - Pricing Schedule
(Behind this Page)
Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
13 Item 1M - Page 17

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation

1. Section A. of Exhibit B, Defibrillators: The Agreement shall be amended to DELETE title and first paragraph in its entirety and replace with the following:

A. Defibrillators and Accessories:

Pricing for the following X-Series Defibrillators and Accessories shall be fixed price and not subject to an increase from March 22, 2022 through March 31 , 2026. The Riverside County Fire Department agrees to purchase 100% of its defibrillator requirements, listed below as Option # 1, Option #2, Option #3 and Option #4 directly from CONTRACTOR through March 31, 2026.

2. ADD Section A.6, A.7, and A.8 as follows:

A.6 Option #3
Part# 601-2221112-01
Description: X Series Advanced, Monitor/Defibrillator, 12 Lead W/Interp, Pace, SP02, ETC02, BVM, NIBP, CPR Expansion Pack, Remote View RescueNet Live Ready, US
1-5 Units 6-15 Units 16-25 Units 26-99 Units 100+ Units 31,330.69 28,406.49 27,988.75 27,571.01 26,317.78
A. 7 Option #4
Part# 601-2231112-01
Description: X Series Advanced, Monitor/Defibrillator, 12 Lead W /Interp, Pace, SP02, SPCO, ETCO2, BVM, NIBP, CPR Expansion Pack, Remote View RescueNet Live Ready, US
1-5 Units 6-15 Units 16-25 Units 26-99 Units
33,389.44 30,273.09 29,827.90 29,382.71
A.8 AED3 BLS, ZOLL AED 3, ENGLISH, AHA
Part# 8502-001103-01
Price: $2,107.51
Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
100+ Units
28,047.13
14 Item 1M - Page 18

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation

3. Section B. of Exhibit B, Core List: The Agreement shall be amended to DELETE the first sentence of Section B and replace it with the following:
"The items identified in Section B. "Core List" shall be fixed price and not subject to any price increases from March 22, 2022 through March 31 , 2026, after which ZOLL reserves the right to evaluate pricing on a yearly basis thereafter. Any increase in price after March 31, 2026, shall be calculated from the active list price on the date of the executed First Amendment. Any changes in pricing shall be memorialized in writing to the COUNTY and CONTRACTOR shall provide the COUNTY at least thirty (30) days advance written notice before changing the pricing." Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
15 Item 1M - Page 19

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation

4. Section B. of Exhibit B, Core List: ADD the following Sections to the Core List:

Line Part Number Description UOM List Price Riverside Price #
7508-000035-01 D(" SERIES EA 5,625 3,500
~DVANCED
lJPGRADE KIT, NIBP,
32 rAcE, W/0

MICROPHONE
7508-000036-01 D(" SERIES EA 5,725 3,500
~VANCED
lJPGRADE KIT, NIBP,
33 rACE, WI
MTrROPHONE
8000-000696 IZOLLAED 3 EA 160.00 120.00
34 [BATTERY PACK
8000-000925 IZOLL AED EA 290.00 217.50
35 SIMULATOR
8000-001250 IZOLL AED 3 CARRY EA 120.00 90.00
36 t:ASE
37 8000-001251 roucH, BATTERY, EA 20.00 15.00
IZOLL AED 3
8000-001252 SHOULDER STRAP, EA 15.00 11.25
tARRY CASE, ZOLL
38 ~D3
8000-001253 SMALL RIGID EA 295.00 221.25
rLASTIC CARRY
39 t:ASE, ZOLL AED 3
8000-001254 lARGE RIGID EA B 15.00 236.25
rLASTIC CARRY
40 t:ASE, ZOLL AED 3
Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
16 Item 1M - Page 20
141
142
143
144
145
146
47 48
149
50 COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
8000-001255 !BRACKET, WALL EA 55.00 41 .25
MOUNT, ZOLL AED 3
8000-000393-01 X SERIES CARRY CASE, EA 715.85 507.35

PREMIUM
8700-000850-40 AUTOPULSE QUICK !EA 509.85 1480.15

CASE, BLUE
8400-110041 tASEREVIEW !EA (URRENT LIST PRICE
!PREMIUM 1 YEAR

SUBSCRIPTION FOR X
SERIES
8400-110043 tASEREVIEW !EA tURRENT LIST PRICE
!PREMIUM 3 YEAR

SUBSCRIPTION FOR X
SERIES
8400-110045 tASEREVIEW !EA tURRENT LIST PRICE
!PREMIUM 5 YEAR

SUBSCRIPTION FOR X
SERIES
(ASEREVIEW !EA tURRENT LIST PRICE
!PREMIUM 1 YEAR

SUBSCRIPTION FOR
8400-110141 ~D3
tASEREVIEW EA CURRENT LIST PRICE
!PREMIUM 3 YEAR

SUBSCRIPTION FOR
8400-110143 ~ED3
tASEREVIEW IEA CURRENT LIST PRICE
PREMIUM 5 YEAR

SUBSCRIPTION FOR
k\ED3
8400-110145
!REMOTE VIEWING IEA tURRENT LIST PRICE
SUBSCRIPTION, 1
8400-110071 ~EAR, X SERIES
17 Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
21 0 W. San Jacinto Ave., Perris, CA 92570
Item 1M - Page 21
51 52

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
400-110073 A URRENT LIST PRICE
400-110075 A URRENT LIST PRICE
After Sale - On-Site Precision Part Numbers and Pricing 8889-89011-PP Precision Service Plan, 1 $1,595
Year, On-Site
8889-89022-PP Precision Service Plan, 2 $2,995
Years, On-Site
8889-89033-P P Precision Service Plan, 3 $4,400
Years, On-Site
8889-89044-PP Precision Service Plan, 4 $5,740
Years On-Site
8889-89055-PP Precision Service Plan, 5 $7,175
Years On-Site
Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
18 Item 1M - Page 22

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
After Sale - On-Site Worry-Free Part Numbers and Pricing 8889-89011-WF Worry-Free Service Plan, 1 $1,875
Year, On-Site
8889-89022-WF Worry-Free Service Plan, 2 $3,525
Years, On-Site
8889-89033-WF Worry-Free Service Plan, 3 $5,175
Years, On-Site
8889-89044-WF Worry-Free Service Plan, 4 $6,750
Years, On-Site
8889-89055-WF Worry-Free Service Plan, 5 $8,435
Years, On-Site
At Time of Sale - On-Site Precision Part Numbers and Pricing 8778-89011-PP Precision Service Plan, 1 $1,595
Year, On-Site, Point of Sale
8778-89022-PP Precision Service Plan, 2 $2,995
Years, On-Site, Point of Sale
8778-89033-PP Precision Service Plan, 3 $4,400
Years, On-Site, Point of Sale
8778-89044-PP Precision Service Plan, 4 $5,740
Years, On-Site, Point of Sale
8778-89055-PP Precision Service Plan, 5 $7,175
Years, On-Site, Point of Sale
Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
19 Item 1M - Page 23

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
At Time of Sale - On-Site Worry-Free Part Numbers and Pricing 8778-89011-WF Worry-Free Service Plan, 1 $1,875
Year, On-Site, Point of Sale
8778-89022-WF Worry-Free Service Plan, 2 $3,525
Years, On-Site, Point of Sale
8778-89033-WF Worry-Free Service Plan, 3 $5,175
Years, On-Site, Point of Sale
8778-89044-WF Worry-Free Service Plan, 4 $6,750
Years, On-Site, Point of Sale
8778-89055-WF Worry-Free Service Plan, 5 $8,435
Years, On-Site, Point of Sale
Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
20 Item 1M - Page 24

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation

5. Section C. of Exhibit B: The Agreement is amended to DELETE in its entirety, and replace with the following:

C. The COUNTY shall receive the following percentage discount off ZOLL Medical Corporation's published price list for all other accessories/supplies not listed in Exhibit B, Sections A and B of this Agreement. Those items not specifically listed are subject to a price increase per Section 3.2 of this Agreement.

1. 33% Discount on X Series Accessories/Supplies

2. 33% Discount on E Series Accessories/Supplies

3. 27% Discount on AED Plus & Pro Defibrillators Accessories/Supplies

4. 3% Discount on AutoPulse Units & Accessories/Supplies Please refer to Attachment 1 of this Agreement for manufacturers published price list and details in available items and pricing.

All other Government Agencies authorized to piggyback off this Agreement shall receive the following discount off ZOLL Medical Corporation's published price list for X Series and X Series Advanced Defibrillators:

1. 23% Discount on X Series and X Series Advanced Defibrillator(s) (1-5 Units) on one Purchase Order.

2. 30% Discount on X Series and X Series Advanced Defibrillator(s) (6-15 Units) on one Purchase Order.

3. 31 % Discount on X Series and X Series Advanced Defibrillator(s) (16-25 Units) on one Purchase Order.

4. 32% Discount on X Series and X Series Advanced Defibrillator(s) (26-99 Units) on one Purchase Order.

5. 35% Discount on X Series and X Series Advanced Defibrillator(s) (100+ Units) on one Purchase Order.

Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
21 Item 1M - Page 25

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
ATTACHMENT NO. 4
Amendment No. 1, ADDITION of Exhibit C
ALS/BLS Software Solutions Master Application
Service Provider Agreement
(Behind this Page)
Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
22 Item 1M - Page 26
ALS/BLS Software Solutions Master Application Service Provider Agreement l. 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. Toe ASP Services, Implementation Services, and Support Services are each, and are collectively, "Services". The terms and conditions set forth in this Agreement shall only apply to ALS/BLS Software Solutions products that are used with ZOLL Medical Corporation defibrillators. For the sake of clarity, these terms and conditions do not apply to any ZOLL patient care reporting software.

2. Payment. Customer shall pay fees 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 Fees due under this Agreement within thirty (30) days after the date of ZOLL's invoice. The first invoice will be sent after the Deployment Effective Date. "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 of whether 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 defibrillators 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 of days equal to the delay that ZOLL has caused. Fees are nonrefundable other than as expressly set forth herein. 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 fees) incurred by ZOLL in connection with collection of late payments. Any amounts not paid by Customer when due may result in the forfeiture by Customer, in ZOLL's sole discretion, of any discounts previously offered by ZOLL. In addition, ZOLL may cease providing any or all of the Services if any invoice is not paid in a timely manner, in which event ZOLL will not be liable to Customer fo r any damages caused by such cessation. 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 ("Taxes").

3. ASP Services. "ASP Services" means the hosting and maintenance of ZOLL software, as modified, updated, and enhanced (the "Underlying Software"), for remote electronic access and use by Registered Users on the website with a unique URL to be provided by ZOLL to Customer (the "ZOLL Site") in substantial conformity with the instrnctions 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 are 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. Subj ect 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 faci lities 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 faci lities, 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. ZOLL will use commercially reasonable efforts to notify Customer within a reasonable period of time prior to the implementation of such changes so that Customer is reasonably info rmed of alterations 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 lo the terms and conditions of this Agreement, ZOLL grants to Customer, during the Term, a non-exclusive, non-transferable, nonsublicensable license for Registered Users to access and use the 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".

3.3. Restrictions. Customer shall not, and shall not pem1it 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 the Documentation to any third party; (d) reverse engineer, decompile, djsassemble, 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 (t) otherwise use or copy the ASP Services, Software or Documentation in any manner not expressly pem1jtted by the Agreement. Customer agrees not to use the ASP Services in excess of its authorized login protocols.

Customer shall immediately notify ZOLL of any unauthorized use of Customer's login ID, password or account or other breach of security. If Customer becomes 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 their systems; (iv) otherwise attempting to mitigate any harm from such events; and (v) immediately notifying ZOLL of any 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 time the ASP Services are not accessible to Registered Users.

3.4.2. Planned Downtime. "Planned Downtime" is Downtime during which ASP Services may not be available in order for ZOLL to continue to provide commercially reasonable services, features and perfom1ance 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 of7 p.m. to 11 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 ofa ZOLL Site, including any software or systems operating on a Customer's premises (including ZOLL software); (c) a Force Majeure Event or (d) Customer's fai lure 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))
Total number of minutes in the calendar month x 100 = x %, where "x" is Unplanned Downtime.

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"). The 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 the contrary in the Agreement, ZOLL may revoke administrative rights, including database access rights, if the use of any such rights results in Downtime. v.3 - 202 1-04- 19
Item 1M - Page 27

3.4.7. Customer Content; Security; Backup.

3.4.7.1. Customer Content. As between ZOLL 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 obligations under this Agreement, ZOLL will implement commercially reasonable 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 ZOLL will use commercially reasonable efforts to maintain the integrity of the Customer Content, to back up 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 of any 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 of the Customer Content due to interruption in 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 of this 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 it 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 of receiving 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 the right to destroy the applicable Inactive Customer Content in its possession or under its control. Except for this Section 3.4.7.4, the terms of Section 3.4 (including, without limitation, the Unplanned Downtime Goal) do not apply to Customer's access oflnactive Customer Content. Customer represents, warrants and agrees that it (A) is solely responsible for determining the retention period applicable to 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.

3.4.8. Remedies. A "Service Credit'' means a percentage of the monthly Fee 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 I 0% Service Credit towards Customer's monthly Fee for such ASP Service that was affected;provided, that Customer (i) requests such Service Credit in writing within 30 days of the end of the 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 (iii) such Unplanned Downtime 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 from time to time at ZOLL's sole discretion. Customer will be notified of any such changes that are 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, tern1inals 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 the ability to meet them is influenced by a range of factors including, without limitation. response times and level of cooperation of Customer. Any obligations as to time are therefore on a "reasonable efforts" 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 Fees, except that ZOLL will have no obligation to provide such Support Services if any Fees for ASP Services are past due.

5.1. Support.

5.1.1. Emergency Support. ZOLL shall provide telephone support to Customer for 24 hours a day, 7 days a week, 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 the 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 to 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 Hours") to address all other Errors relating to any Supported ASP Services. Such telephone support will include (i) clarification of functions and features of the Supported ASP Services; (ii) clarification of the Documentation; (iii) guidance in operation of the Supported ASP Services; (iv) assistance in identifying and verify ing 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 Hours.

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 electromagnetic stTcss; 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 of the Supported ASP Services with other media and hardware, software or telecommunication 2 v.3 - 2021-04-19
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interfaces· or causes other than ordinary use. Any corrections perfom1ed by ZOLL for such Errors shall be made, in ZOLL's reasonable discretion, at ZOLL's then-current time and ~1aterial charges. ZOLL will provide the Support Services only fo r the most current release and the one immediately preceding major release of any 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 having the highest privilege or clearance level. ZOLL will infom1 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 of the Fees, ZOLL warrants that any Implementation Services or Support Services provided to Customer will be perfom1ed 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 , perfom1 again the Implementation Services or Support Services that gave rise to the breach or, in the case oflmplementation Services, at ZOLL's option, refund the Fees for such Implementation Services paid by Customer for the Implementation Services which gave rise to the breach. The availability of any remedy for a breach of the warranty set forth in this Section 6.1 is conditioned upon Customer notifying ZOLL in writing of such breach within thirty (30) days following perfom1ance of the 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 pem1itted and in accordance with the Documentation, will materially confom1 to the Documentation. ZOLL does not warrant that Customer's use of the ASP Services will be error free or uninterrupted. Customer will notify ZOLL in writing of any breach of this warranty with respect to any ASP Services prior to the expiration or tem1ination of the Order for such ASP Services. If ZOLL is unable to provide a correction or work-around pursuant to the tem1s governing the provision of the ASP Services after using commercially reasonable efforts, ZOLL may tem1inate such Order upon written notice to Customer. Any such correction or work-around shall not extend the tem1 of such Order. This Section 6.2 sets forth Customer's exclusive remedy, and ZOLL's entire liability, for breach of the warranty for the ASP 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 W ARRANTLES OF ANY KIND, WHETHER EXPRESS, IMPLLED, STATUTORY, WRITTEN OR ORAL; (8 ) ZOLL DOES NOT PROM1SE THAT THE SOFTWARE OR SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE OR THAT THEY ARE SUlTABLE FOR THE PARTICULAR NEEDS OF CUSTOMER, REGISTERED USERS OR ANY TH1RD PARTY; AND (C) ZOLL SPECIFICALLY DISCLAIMS

ALL IMPLLED WARRANTLES, INCLUDING, WITHOUT UMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, TITLE, AND NON INFRINGEMENT, AND ANY WARRANTLES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE IN TRADE. CUSTOMER ACKNOWLEDGES THAT IT HAS REUED ON NO WARRANTrES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT, AND THAT NO WARRANTIES ARE MADE BY ANY OF ZOLL'S LICENSORS OR SUPPLIERS WlTH RESPECT TO THIRD PARTY PRODUCTS OR SER VICES. 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 perfom1ance obligations hereunder are limited to those expressly enumerated herein, and payment for ZOLL's perfonnance obligations shall be due as described herein.

7. Confidentiality. Neither party will use any trade secrets, infom1ation, or other material, tangible or intangible, that relates to the business or technology of the other party and is marked or identified as confidential or is disclosed in circumstances that would lead a reasonable person to believe such infom1ation is confidential ("Confidential Information") for any purpose not expressly pem1itted by this Agreement, and will further disclose the Confidential lnfom1ation of the party disclosing it ("Disclosing Party") only to the employees or contractors of the party receiving it ("Receiving Party") who have a need to know such Confidential lnfom1ation fo r purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder. The Receiving Party will protect the Disclosing Party's Confidential Jnfom1ation from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidentia l or proprietary infom1ation of a similar nature and with no less than reasonable care. The ASP Services, Software and Documentation shall be ZOLL's Confidential lnfom1ation (including without limitation any routines, subroutines, directories, tools, programs, or any other technology included in the Software), notwithstanding any fai lure to mark or identify it as such. The Receiving Party's obligations under this Section 7 with respect to any Confidential lnfom1ation of the Disclosing Party will tem1inate when and to the extent the Receiving Party can document that such infom1ation: (a) was already lawfully known to the Receiving Party at the time of disclosure 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 of the 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 Infom1ation. In addition, the Receiving Party may disclose Confidential lnfom1ation of the Disclosing Party to the extent that such disclosure is: (i) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (ii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifi es 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.

8. Indemnification.

8.1. By ZOLL. ZOLL wi ll 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 ofa 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 thereof and 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 for 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) tenninate this Agreement, in whole or in part. Notwithstanding the foregoing, ZOLL will have no obligation under this Section 8.1 or otherwise with respect to any infringement claim based upon: (I) 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 of any release of the Software other than the most current release made commercially available by ZOLL; (4) any Customer Content; or (5) any modification of any Software or Services or use thereof by any person other than ZOLL or its authorized agents or subcontractors. This Section 8 states ZOLL's entire liability and the exclusive remedy for any claims of infringement.

8.2. By Customer. Customer shall indemnify, defend and hold ZOLL and its agents, officers, directors and employees (the "ZOLL Parties") harmless from and against any and all li abilities, losses, expenses, damages and claims (collectively, "Claims") that arise out of the following except to the extent the Claims are due to the gross negligence, intentional misconduct or breach of this Agreement by the ZOLL Parties: (i) information provided to any of the ZOLL Parties by any of the Customer Parties; (ii) any of the Customer Parties' use or misuse of any of the Software or Services, including without limitation in combination with Customer's software or services or third party software or services; (iii) any modifications made by any of the Customer Parties to any of the Software or Services; (iv) infringement by any of the Customer 3 v.3 - 202 1-04-19
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Parties of any third party intellectual property right; (v) Taxes (other than taxes based on ZOLL's net income) and any related _penalties and inte~est, aris_ing from the payment of the Fees or the delivery of the Software and Services to Customer; and (ix) any violation oflaws or regulations, mcludmg without hm1tatton applicable export and import control laws and regulations in the use of any of the Software or Services, by any of the Customer Parties.

9. Limitation of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT WILL ZOLL OR ITS AFFlLIATES, SUBCONTRACTORS OR SUPPLIERS, OR ANY OF THEIR OFFICERS OR DIRECTORS, BE LIABLE, EVEN IF 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 THE SOFTWARE OR SERVICES OR MISUSE OF THE SOFTWARE OR SERVICES. ZOLL 'S TOT AL 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 THE 12-MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. Customer acknowledges that these limitations reflect 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 fa ilure 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 of any 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 of the foregoing, in and to the following are the exclusive property of ZOLL (or, as the case may be, its subsidiaries, licensors and suppliers): (i) ASP Services, Software, Documentation, and all proprietary technology used by ZOLL to perform its obligations under this Agreement; (ii) all software, tools, 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 perfonning the Services; (iii) the fully compiled version of any of the foregoing software programs that can be executed by a computer and used without further compilation (the "Executable Code"); (iv) the human readable version of any of the 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 of the foregoing (the "ZOLL Property"). If any 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 of each Order begins on the effective date of such Order and continues until it expires or is terminated; provided, however, 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 tern1 at least ninety (90) days prior to the expiration of such term. "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 whether Customer uses such ASP Services or (b) one hundred eighty (I 80) days following the shipment of the monitor/defibrillators in connection with which such ASP Serv ices 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 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 if the other party materially defaults in the performance of any of its obligations hereunder and fails to 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 that 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 copies of Access Software from Customer's computers and the computers of its customers and return to ZOLL 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 fo r such ASP Services otherwise payable during the initial term of such Order had such Order not been terminated during such term minus (y) the sum 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 of the 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 of this 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 this 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.

12.3. Assignments. Customer may not assign or transfer, by operation oflaw or otherwise (including in connection with a sale of substantially all assets or equity, merger or other change in control transaction), any of its rights under this 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 to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise, and to contract with any third party to 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. 12.2 12 (SEPT 1995) and are (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202 I (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 be effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever occurs sooner.
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12.6. Governing Law and Venue; Waiver of Jury Trial. This Agreement will be governed by and interpreted in accordance with the laws of the State of California without reference to its choice oflaw rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement shall be brought in a federal or state court in the State of California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY,

AND INTENTIONALLY WAIVES ANY RJGHT IT MAY HAVE TO A TRJAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

12. 7. Remedies. Except as otherwise expressly provided in this Agreement, the parties' rights and remedies under this Agreement are cumulative. Customer acknowledges that the Software and Services are built on valuable trade secrets and proprietary infonnation 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.

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 will be 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 fu ll force and effect. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if 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 behalf of the other or to establish a partnership, franchise or joint 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 Services. 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 liability, and makes no representation, with respect to such Third Party Products or Services; and (ii) the Third Party Provider shall not be an agent of ZOLL. 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 perforn1ance hereunder (other than payment obligation) arising out of causes beyond such party's reasonable control and without such party's fault or negligence, including, 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, 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 contemporaneous agreements, understandings, and communication, whether written or oral, except agreements at zollonline.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 tenns 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 are 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 full force and effect in accordance with their terms notwithstanding the termination hereof including, but not limited to, Section 7 (Confidentiality), Section 8 (Indemnification), Section 9 (Limitation on Liability), Section IO (Ownership), Section 11.3 (Effects of Termination) and Section I 2 (General Provisions). 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. HIPAA. 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 ("PHI") in the course of providing Software or Services to Customer. Capitalized terms 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 I 320d, et seq., and regulations promulgated thereunder, as amended from time to time (such statute and regulations collectively referred to as "HIP AA"). "Covered Entity" as used herein means Customer. "Business Associate" as used herein means ZOLL. The purpose of this Section I 3 is to comply with 45 C.F.R. § 164.502(e) and§ l 64.504(e), governing PHI and business associates under HIP AA

13.1. Applicability. This Section 13 applies if and to the extent that Business Associate creates, receives, maintains or transmits, directly or indirectly, any PHJ in the course of providing Software or Services to Covered Entity.

13.2. Compliance and Agents. Business Associate agrees that, to the extent it has access to PHI, Business Associate will fully comply with the requirements of this Section 13 with respect to such PHI. Business Associate will ensure that every agent, including a subcontractor, of Business Associate to whom it provides PHl received fi-om , or created or received by Business Associate on behalf 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 PHJ except as pem1itted under this Agreement, and in compliance with each applicable requirement of 45 CFR Section 164.504(e). Business Associate may use or disclose the PHI received or created by it, (a) to perform its obligations under this Agreement, (b) to perforn1 functions, activities, or services for, or on behalf of, 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 the purpose for which it is disclosed to the person and the person notifies Business Associate of any instances of which it is aware that the confidentiality of the inforn1ation has been breached. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under HIP AA 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.F.R. §§ 164.308 - 164.3 12, sufficient to prevent any use or disclosure of electronic PHI 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 PHI 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 in 45 C.F.R. § 164.402, notify Covered Entity of such breach within 15 days. The notice sha ll 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
Item 1M - Page 31
acquired, or disclosed during such breach. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business A sociate of a use or disclosure of PHI by Business Associate in violation of this Agreement.

13. 7. Individual Atttss. In accordance with an individual 's right to access to his or her own PHI in a designated record set under 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 malte 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 or and Arens to PHI. Business Associate shall make available for amendment PHI in a designated record set and shall incorporate any amendments to PHI in a designated record set in accordance with 45 CFR § 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 PHI and information related to such disclosures as would be required for Covered Entity to respond to an individual 's request for an accounting of disclosures of their PHI in accordance with 45 CFR § 164.528. Business Associate agrees to malte 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 CFR § 164.528

13. 10. DHHS Access to Books, Records, and Other Information. Business Associate shall make available to the U.S. Department of Health and Human Services ("DHHS") 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 of determining the Covered Entity 's compliance with HIPAA.

13. 11. lndMdu•I Authorizations; Restrictions. Covered Entity will notify Business Associate of any limitation in its notice of privacy practices, an 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 extent that such limitation, restriction. change, or revocation may affect Business Associate's use or disclosure of PHI.

13.12. HITECH Act Compliance. Covered Entity and Business Associate agree to comply with the amendments to HIPAA included m the Health Information Technology for Economic and Clinical Health Act (the ·'HITECH 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 of a panem of activity or practice of Business Associate that constitutes a material breach or violation of Business Associate's obligations under this Section J 3, Covered Entity and Business Associate shall take any steps reasonably necessary to 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 failure to comply.

13.14. Return or PHI. Business Associate agrees that upon termination of this Agreement, and if feasible, Business Associate shall (a) return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, that Business Associate has continued to maintain in any form 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 of this Sectron 13 to such PHI and limit further uses and disclosures to those purposes that malte the return or destruction of the PHI 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) & (e). 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. Sun·iv•L All representations, covenants, and agreements in or under this Section J3 shall survive the execution. delivery, and performance of this Agreement.

13.17. Further Assunncu; Connicts. Each party shall in good faith execute, acknowledge or verify, and deli ver any and all 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 terms and conditions of this Section 13 will override and control any expressly connicting term or condition of the Agreement. All non-conflicting terms 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 of doubt, a limitation on liability in the Agreement does not conflict with this Section Jl

13.18. Applicable LH·. The parties acknowledge and agree that HIPAA may be amended and additional guidance or regulations implementing HJPAA may be issued after the date of the execution of this 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 necessa1y for Covered Entity to comply \\ith HIPAA.

By signing below, the Customer acknowledges and agrees to those terms and conditions. The person signing below represents and warrants that she or he has the authority to bind the Customer to those terms and conditions.

Nam
Title CHAIR, BOARD OF SUPERVISORS
CompanyC,awdu~ ff -fZ l Vfil5\lie
Company Address: ______ _______ _
Date: 03/ :L q f 1--0~
I
v.3 - 2021-04-19
6 ATTACHMENT B

Item 1M - Page 32
Item 1M - Page 33
We, the City of Palm Springs, CA located at 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92262, as of the date of this request, would like to access the Riverside County CA contract# FPARC-4 514-001· 09/25. This contract is effective 3/8/2016 through 8/31/2025 with ZOLL Medical Corporation. As per clause #13 included therein, by signing this request, I am certifying that I am an person authorized to bind the agency, and by doing so agree to accept all terms and conditions as stated within said contract.

AGENCY NAME: City of Palm Springs, CA
_oa_te_: 1_-14_-1_6--1~--==,,,::;dc,-=-=9"·-Bi~.~<fe--lFUL=~:::-,---__.,,.

By: Craig L. Gladders, C.P.M. ()
Title: Procurement and Contracting Manager
•As purchasing agent for the City Jam authorized to access cooperative purchase agreements when appropriate and the award of any purchase of equipment utilizing a cooperative agreement is subject to the City's policies and procedures as provided in the Municipal Code, Chapter 7, Procurement Ordinance and final approval and award by the City Manager and or the City Council as required depending on the transaction amount.

ATTACHMENT C
Item 1M - Page 34
Item 1M - Page 35
DocuSign Envelope ID: F3711302-86B9-4D22-8BC0-47C7FDB06730 ATTACHMENT "D"

CITY OF PALM SPRINGS

PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
REQUEST FOR PROPOSAL (RFP ##-##)
TITLE

THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Electronic File #1)
Who Must File?
Applicants that are NOT a natural person or group of natural people that will be identified on the application and seek a City approval determined by a vote of City officials. Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City's board or commissions.

Why Must I File?
The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City's Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City's interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney.

Note: A material financial relationship is a relationship between someone who is an owner/investor in the applicant entity and a voting official (or the City Manager or City Attorney), which relationship includes any of the following:
(1) the owner/investor and the official have done business together during the year prior to the application;
(2) the official has earned income from the owner/investor during the year prior to the filing of the application;
(3) the owner/investor has given the official gifts worth fifty dollars ($50) or more during the year prior to the filing of the application; or
(4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the owner/investor's interest in the applicant entity, in relation to the application's outcome.

When Must I File?
You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed.

Item 1M - Page 36
DocuSign Envelope ID: F3711302-86B9-4D22-8BC0-47C7FDB06730 What Must I Disclose?
A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.).

Note: (1) only trusts or other organizations that are not the fiduciaries, (2) if a second entity that is not a natural person serves the applicant entity (e.g., as a member of an applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed).

B. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant's application, or with the City Manager or City Attorney.

What if I Have Questions?

PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
*There are some additional supplementary instructions with an example following the form should you need further clarification.

Item 1M - Page 37
DocuSign Envelope ID: F3711302-86B9-4D22-8BC0-47C7FDB06730

1. 2.

3. 4.

5. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
ZOLL Medical Corporation
Address of Entity (Principal Place of Business)
269 Mill Road, Chelmsford MA 01824
Local or California Address (if different than #2)
State where Entity is Registered with Secretary of State Commonwealth of Massachusetts
If other than California, is the Entity also registered in California? i;a Yes D No Type of Entity
0 Corporation D Limited Liability Company D Partnership D Trust D Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
Jonathan Rennert i;a Officer i;a Director D Member D Manager [name] D General Partner D Limited Partner
!;2l0ther CEO
Craig Stowell i;a Officer D Director D Member D Manager [name] D General Partner D Limited Partner
i;aother Treasurer
Elijah White i;a Officer D Director D Member D Manager
[name] D General Partner D Limited Partner
!;2l0ther President
Item 1M - Page 38
DocuSign Envelope ID: F3711302-86B9-4D22-8BC0-47C7FDB06730

7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity

EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
A.

Asahi Kasei 100% Asahi Kasei Holdings US, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]

I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title
~
DocuSigned by:

N.iL Jbb,sfolA,
e'il'!J'6~'ll\~tbn, Vice President Worldwide Sales
Date
11/2/2023
Item 1M - Page 39
DocuSign Envelope ID: F3711302-86B9-4D22-8BC0-47C7FDB06730 City of Palm Springs, CA.

Business Disclosure Supplementary Instructions
In an effort to ensure we capture the required business entity information in accordance with the attached instructions, we provide you these supplementary instructions to clearly identify the required information, and the format the information should be provided.

If you, as the applicant, are a business entity (i.e. a corporation or limited liability company), and it is also comprised of other business entities as its members or having a financial interest, all other such business entities must also be disclosed, including those entities other business entities, if any.

Ultimately, the City's disclosure document (attached) requires a listing identifying all natural persons having any financial interest over 5% of the business entities (and any other business entities comprising your business entity).

As an example, Applicant is: Acme Brothers, Inc., a California corporation, whose officers are:

John Doe, Jill Doe, and Jay Doe, which is owned 50% by Acme Brothers, LLC, a California limited liability company, and John Doe (25% interest) and Jill Doe (25% interest). Acme Brothers, LLC, is managed by Acme Brothers 2, Inc., a California corporation, whose officers are: George Doe, Bill Doe, and Jane Doe, which is owned 100% by Acme Brothers 2, LLC, a California limited liability company, which is managed by George Doe, with George Doe and Jane Doe having 50% interest each.

The full business entity disclosure in this example would resemble the following:

1. Acme Brothers, Inc., a California corporation
a. Officers: John Doe, Jill Doe, and Jay Doe
b. Ownership:
i. 50% Acme Brothers, LLC, a California limited liability company ii. 25% John Doe
iii. 25% Jill Doe

2. Acme Brothers, LLC, a California limited liability company a. Managers: Acme Brothers 2, Inc., a California corporation b. Ownership: 100% Acme Brothers 2, Inc., a California corporation

3. Acme Brothers 2, Inc., a California corporation
a. Officers: George Doe, Bill Doe, and Jane Doe
b. Ownership: 100% Acme Brothers 2, LLC, a California limited liability company

4. Acme Brothers 2, LLC, a California limited liability company a. Managers: George Doe
b. Ownership:
i. 50%
Item 1M - Page 40
Certificate Of Completion
Envelope Id: F371130286B94D228BC047C7FDB06730
Subject: Complete with DocuSign: Business Disclosure Form.pdf Source Envelope:

Document Pages: 5
Certificate Pages: 1
AutoNav: Enabled
Envelopeld Stamping: Enabled
Signatures: 1
Initials: 0
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original
11/1/2023 6:27:13 PM
Signer Events
Neil Johnston
[email protected]
VP Global Sales
ZOLL Medical Corp.

Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Jennifer Kimball
[email protected]
Contract Manager - Technology
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events
Notary Events
Envelope Summary Events
Envelope Sent
Certified Delivered
Signing Complete
Completed
Payment Events
Holder: Jennifer Kimball
[email protected]
Signature
l,DocuSigned by:
27~~~:~
Signature Adoption: Pre-selected Style
Using IP Address: 67.218.11.44
Signature
Status
Status
Status
Status
Status
COPIED
Signature
Signature
Status
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Status
Status: Completed
Envelope Originator:

Jennifer Kimball
[email protected]
IP Address: 216.212.47.167
Location: DocuSign
Timestamp
DocuSign·
Sent: 11/1/2023 6:33:11 PM
Viewed: 11/2/2023 9:57:59 AM
Signed: 11/2/2023 9:58:10 AM
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Sent: 11/1/2023 6:33:11 PM
Resent: 11/2/2023 9:58:11 AM
Viewed: 11/2/2023 9:59:47 AM
Timestamp
Timestamp
Timestamps
11/1/2023 6:33:11 PM
11/2/2023 9:57:59 AM
11/2/2023 9:58:10 AM
11/2/2023 9:58:10 AM
Timestamps

CITY COUNCIL STAFF REPORT
11/09/2023
SUBJECT:

APPROVE PURCHASE ORDER FOR ANNUAL WARRANTY SERVICE PLAN /

ANNUAL MAINTENANCE ON ZOLL X SERIES AND ZOLL AUTOPULSE FOR FISCAL YEAR 2024 AND 2025 TO COINCIDE WITH THE COUNTY OF RIVERSIDE

COOPERATIVE PURCHASE CONTRACT WITH ZOLL MEDICAL CORPORATION RECOMMENDATION:

Approve a purchase order for annual warranty service plan / annual maintenance on ZOLL X Series Advanced Cardiac Life Support (ACLS) Monitor/Defibrillator(s) and AutoPulse System utilizing pricing within the County of Riverside cooperative purchase contract with ZOLL Medical Corporation for Fiscal Year(s) 2024 and 2025, in an amount not to exceed $60,000.

Attachments
Item 1N

CITY COUNCIL STAFF REPORT
DATE: NOVEMBER 9, 2023 CONSENT CALENDAR
SUBJECT: APPROVE PURCHASE ORDER FOR ANNUAL WARRANTY SERVICE

PLAN / ANNUAL MAINTENANCE ON ZOLL X SERIES AND ZOLL
AUTOPULSE FOR FISCAL YEAR 2024 AND 2025 TO COINCIDE WITH

THE COUNTY OF RIVERSIDE COOPERATIVE PURCHASE CONTRACT

WITH ZOLL MEDICAL CORPORATION
FROM: Scott C. Stiles, City Manager
BY: Fire Department
SUMMARY:

Approve a purchase order for annual warranty service plan / annual maintenance on ZOLL X Series and ZOLL AutoPulse for Fiscal Year 2024 and 2025 to coincide with the County of Riverside cooperative purchase contract with ZOLL Medical Corporation (Attachment A).

RECOMMENDATION:

1. Approve a purchase order for annual warranty service plan / annual maintenance on ZOLL X Series Advanced Cardiac Life Support (ACLS) Monitor/Defibrillator(s) and AutoPulse System utilizing pricing within the County of Riverside cooperative purchase contract with ZOLL Medical Corporation (Attachment A) for Fiscal Year(s) 2024 and 2025, in an amount not to exceed $60,000.

BUSINESS PRINCIPAL DISCLOSURE:

A copy of the Public Integrity Disclosure Form for ZOLL Medical Corporation is included as Attachment C.

BACKGROUND:

In accordance with Municipal Code Title 7 Sections 7.03.030 and 7.04.020, the cumulative cost of the annual warranty service plan / annual maintenance on the ZOLL X series and ZOLL AutoPulse is in excess of $75,000, thus requiring City Council Approval.

Item 1N - Page 1
City Council Staff Report
November 9, 2023 -- Page 2
Zoll AutoPulse Purchase Order
The City of Palm Springs requested access to the Riverside County CA contract FPARC46514-001 on 07/14/2016 (Attachment B).

STAFF ANALYSIS:

The X-Series® ACLS Monitor/Defibrillators and AutoPulse® Systems are used by Palm Spring Fire paramedics when responding to medical emergencies to monitor cardiac rhythm and administer lifesaving defibrillation during cardiac arrest.

The Fire Department uses ZOLL monitor/defibrillators as the only brand of ACLS monitor/defibrillator and ZOLL AutoPulse® as the only brand of CPR compression equipment in order to ensure that field use is standardized among the EMTs and paramedics as well as training, supplies, and the preventative maintenance program.

The County of Riverside awarded a 5-year cooperative purchase contract FPARC-46514- 001 to ZOLL Medical Corporation (Attachment A) that is valid through 8-31-25, with options to extend. ZOLL is offering the City of Palm Springs pricing based upon this cooperative agreement.

ENVIRONMENTAL ASSESSMENT:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve contracts for the above-mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

The requested action aligns with the City’s Major Theme/Principle, Focus on issues that most impact quality of life.

FISCAL IMPACT:

Sufficient funds are appropriated in the Fire Department’s Budget for the stated Fiscal Year(s).

Item 1N - Page 2
City Council Staff Report
November 9, 2023 -- Page 3
Zoll AutoPulse Purchase Order
REVIEWED BY:

Department Director: Fire Chief Paul Alvarado
Procurement and Contracting Director: Kim Baker
City Manager: Scott Stiles
ATTACHMENTS:

A. County of Riverside contract FPARC-46514-001 with ZOLL Medical Corporation B. ZOLL-Access Agreement-City of Palm Springs CA 07.14.2016 C. Public Integrity Disclosure Form for ZOLL Medical Corporation Item 1N - Page 3

ATTACHMENT A

Item 1N - Page 4
Item 1N - Page 5

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
Original Agreement Term:

Agreement Term Extended To:

Effective Date of Amendment:

Original Maximum Agreement Amount:

Amended Maximum Agreement Amount:

Agreement ID:

March 8, 2016 through Aug. 31 , 2025
March 31 , 2031
March 22, 2022
$800,000 Annually
$932,000 Annually
FP ARC-46514-001-09/25
The First Amendment to the Agreement between County of Riverside, a political subdivision of the State of California, by and through its Fire Department, ("COUNTY") and ZOLL Medical Corporation., a Massachusetts corporation registered to conduct business in California with its principal address at 269 Mill Road Chelmsford, MA O 1824 ("CONTRACTOR") ("First Amendment"), entered into as of the Effective Date of March 22, 2022, is hereby amended below. CONTRACTOR and COUNTY are sometimes individually referred to herein as "Party" and together as the "Parties".

RECITALS
WHEREAS, on March 8, 2016, in Minute Order 3.7, the COUNTY's Board of Supervisors approved and entered into that certain Agreement for Defibrillator Equipment, Supplies, Accessories, and Preventative Maintenance Repair Services between County of Riverside and Zoll® Medical Corporation ("Agreement") for $800,000 annually; and WHEREAS, Section 4 of the Agreement authorizes the Board of Supervisors and the COUNTY Purchasing Agent, or designee, to alter this agreement in writing; and WHEREAS, the COUNTY and CONTRACTOR desire to amend the technical scope, the contract price and memorialize the software updated of the Agreement; WHEREAS, the First Amendment and Agreement are herein referred together as the "Agreement".

NOW, THEREFORE, the Parties hereto mutually agree as follows:

1. Recitals. The recitals set forth above are true and correct and incorporated herein by this reference.

2. Amend the Table of Contents. The Agreement shall be amended to include "Exhibit C - ALS/BLS Software Solutions Master Application Service Provide Agreement" to the Table of Contents after "Exhibit B - Pricing Schedule" and before "Attachment I - Zoll Price List".

3. Amend Section 2.1 Period of Performance: The first sentence of Section 2.1 shall be deleted and replaced with the following sentence:

Form #116-311 Revision Date: 01 /13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
MAR 2 9 2022 ?· H
Item 1N - Page 6

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT
FOR DEFIBRILLATOR EQUlPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
This Agreement shall be effective upon signature of this Agreement by both parties and continues in effect through March 31, 2031.

4. Amended Section 3.1 Compensation. The second sentence of Section 3.1 of the Agreement shall be deleted and replaced with the following sentence:

Maximum payments by COUNTY to CONTRACTOR shall not exceed $932,000 annually including all expenses, based on the availability of fiscal funding.

5. Amend Section 3 .2 Compensation: The second sentence of Section 3 .2 of the Agreement shall be deleted and replaced with the following sentence:

The items identified in Section B "Core List" shall be fixed price and not subject to any price increases from March 22, 2022 through March 31, 2026, after which ZOLL reserves the right to evaluate pricing on a yearly basis thereafter. Any increase in price after March 31, 2026, shall be calculated from the active list price on the date of this executed Amendment. Any changes in pricing shall be memorialized in writing to the COUNTY and CONTRACTOR shall provide the COUNTY at least thirty (30) days advance written notice before changing the pricing.

6. Amend the Technical Scope. The Agreement is amended to reflect the changes that are attached hereto as "Attachments No. 1 and 2" and are incorporated herein by this reference. This First Amendment shall prevail in its entirety, as it relates to the original requirements provided in Agreement and shall prevail in the event of a discrepancy with a specific technical requirement cited elsewhere within and attached to the Agreement.

7. Amend the Pricing Schedule. The Agreement is amended to reflect the changes that are attached hereto as "Attachment No. 3" and are incorporated herein by this reference.

This First Amendment shall prevail in its entirety, as it relates to the original requirements provided in Agreement and shall prevail in the event of a discrepancy with a specific technical requirement cited elsewhere within and attached to the Agreement.

8. Addition of Exhibit C. The Agreement is amended to reflect the changes that are attached hereto as "Attachment No. 4" and are incorporated herein by this reference.

This First Amendment shall prevail in its entirety, as it relates to the original requirements provided in Agreement and shall prevail in the event of a discrepancy with a specific technical requirement cited elsewhere within and attached to the Agreement.

9. Add Section 23.14, Electronic Signature. The Agreement is hereby amended to add the following section to allow for the use of electronic signatures:

Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
2 Item 1N - Page 7

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation

23.14 This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each party of this Agreement agrees to the use of electronic signatures, such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (("CUETA") Cal. Civ. Code §§ 1633.1 to 1633.17), for executing this Agreement.

The parties further agree that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUET A as amended from time to time. The CUET A authorizes use of an electronic signature for transactions and contracts among parties in California, including a government agency. Digital signature means an electronic identifier, created by computer, intended by the party using it to have the same force and effect as the use of a manual signature, and shall be reasonably relied upon by the parties. For purposes of this section, a digital signature is a type of "electronic signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code.

10. First Amendment to Prevail. The provisions of this First Amendment and Agreement shall prevail over any inconsistency or conflicting provisions of the Agreement and shall supplement the remaining provisions thereof.
11 . Effective Date. The "Effective Date" of this First Amendment shall be March 22, 2022.

12. Entire Understanding. The First Amendment and the Agreement set forth contain the entire understanding and agreement of the Parties hereto. There are no oral or written representations, understandings, or ancillary covenants, undertakings or agreements, which are not contained or expressly referred to within this First Amendment and the Agreement.

13. Further Assurances. The Parties agree to execute such other documents and to take such other actions as may be reasonably necessary to further the purposes of this First Amendment.

14. Agreement in Full Force and Effect. Except as otherwise expressly modified herein, all other terms and conditions of the Agreement remain unmodified and in full force and effect.

Form #116-311 Revision Date: 01 /13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
3 Item 1N - Page 8

COUNTY OF RIVERSIDE
AMENDMENT NO. l TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WTTH
ZOLL® Medical Corporation
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this First Amendment.

Dated: MAR 2 9 2022
APPROVED AS TO FORM:

Form #116-311 Revision Date: 01/13/2016

ZOLL MEDICAL CORPORATION,
nmid2'..----- a Massachusetts corporation ' /
di -- ,1,(
By:_.fl-' - ----- Name: Steven K. Flora
Title: Sr. Vice President,
Vice President of North American
Sales Dated: 3/17/2022
Riverside County Fire Department
21 0 W. San Jacinto Ave .. Perris, CA 92570
4 Item 1N - Page 9

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
ATTACHMENT N0.1
Amendment No. 1 to Exhibit A, Scope of Work
(Behind this Page)
Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
5 Item 1N - Page 10

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation

1. Section 1.2 Program I - Equipment Purchase, Training and Trade-in: The Agreement shall be amended by deleting the second sentence and replacing it with the following:
"Program I shall have a term of up to five ( 5) years from the Date of March 8, 2021 , contract effective date, ending March 31 of each calendar year up to March 31, 2026."

2. Section 1.3 Program II - Maintenance, Service, Supplies and Accessories: The Agreement shall be amended by deleting the second sentence and replacing it with the following:
"Program II shall have a term of up to ten ( 10) years from the Date of March 8, 2021 , contract effective date, ending March 31 of each calendar year up to March 31, 2031 ."

3. Section 2.3 .1 E-Series Trade-In Value: DELETE in its entirety and replace with the following:

2.3.1 X-Series Trade in Value:
a. "Contract year one (1)", ENDING March 31, 2022 - $5,000.00 per trade ( 1-100 units)
b. Contract year two (2) - $4,000.00 per trade (1-100 units) c.Contract year three (3) through five (5):
(1) $2,500.00 per trade (1-5 units)
(2) $3,000.00 per trade (6-15 units)
(3) $3,500.00 per trade (16-25 units)
(4) $4,000.00 per trade (26+ units)

4. Section 2.3.2 X-series Trade in Value; DELETE in its entirety and replace with the following:

2.3.2 X-Series Advanced Trade in Value:
a. Contract year one (1) through five (5):
(1) $7,000.00 per trade (1-5 units)
(2) $8,000.00 per trade (6-15 units)
(3) $8,500.00 per trade (16-25 units)
(4) $9,000.00 per trade (26+ units)

5. Section 3 .2.1; DELETE in its entirety and replace with the following:

3.2.1 CONTRACTOR shall provide onsite Preventative Maintenance (PM) and perform authorized minor on-site device repairs to COUNTY owned X Series Defibrillators. The CONTRACTOR shall furnish all necessary labor, equipment and incidentals necessary to perform timely services that will maintain or provide minor repairs to the COUNTY'S inventory of ZOLL defibrillators in optimal working condition. Services provided by the CONTRACTOR shall be in strict compliance Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
6 Item 1N - Page 11

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
with all applicable federal, state, and local laws, industry codes, rules, regulations and standards set by the manufacturer.

6. Section 3.2.3; DELETE the first sentence in its entirety and replace with the following:

3.2.3 CONTRACTOR shall be responsible for trouble shooting, minor repairs and PM services to ZOLL defibrillator devices/accessories.

7. Section 3.2.4; DELETE in its entirety and replace with "Reserved."

8. Section 3.2.5; DELETE in its entirety and replace with the following:

3.2.5 PREVENTATIVE MAINTENANCE - COUNTY shall provide the CONTRACTOR with an adequate facility located at a single location where onsite trouble shooting, repairs and PM services will be provided by the CONTRACTOR. PM services will be conducted between 8:00am and 5:00pm Monday - Friday excluding holidays. For the onsite trouble shooting and minor repairs, CONTRACTOR will invoice COUNTY an hourly rate for these services to be calculated from the ZOLL Field Technician's residence to a single location determined by the COUNTY. The Preventative Maintenance Fee charge is $215.00 per device. After March 31 , 2026, ZOLL reserves the right to evaluate the pricing of the Preventative Maintenance Fee on a yearly basis thereafter. Any changes will be provided in writing to the Customer at least 30 days in advance. If onsite minor repairs are required during a PM, COUNTY will be required to pay for all parts consumed during the minor repairs after the one-year factory warranty has expired.

9. Section 3.2.6; DELETE in its entirety and replace with the following:

3.2.6 ONSITE SUPPORT - In the event that COUNTY requires a field technician to go to onsite for troubleshooting and minor repairs outside of the scheduled Preventative Maintenance, CONTRACTOR will invoice COUNTY an hourly Service Labor Rate of $165 per hour for these services. Service Labor Rate of $165 per hour will be calculated from the ZOLL field technician's residence to a single location determined by the COUNTY. After March 31 , 2026, ZOLL reserves the right to evaluate the pricing of the Service Labor Rate on a yearly basis thereafter.

Any changes will be provided in writing to the Customer at least 30 days in advance.

10. Section 3.2.8; DELETE in its entirety and replace with the following:

3.2.8 CONTRACTOR shall provide a "spares program" at no cost to the COUNTY for X Series Advanced defibrillators sent out for repair. The pool of available spare devices shall be at a ratio of 20: 1. As the COUNTY transitions from the X Series to the X Series Advanced Series, the CONTRACTOR shall convert the remaining X 7 Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
Item 1N - Page 12

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
Series spares over to X Advanced Series spares at a rate of one ( 1) spare for every fifteen ( 15) X Advanced Series purchased until all spare units are X Advanced Series.

The total spare devices available under the "spares program" shall be a minimum of eight (8) defibrillator units.

CONTRACTOR shall be responsible for performing Preventive Maintenance and repairs on the "spare" devices at no charge to the COUNTY. COUNTY shall be responsible for any damage incurred to any spare or loaner device 11 . Section 3.3, Batteries; DELETE in its entirety and replace with the following:

3.3 Batteries:

CONTRACTOR shall provide a battery replacement program for all batteries purchased under this Agreement. COUNTY shall maintain the batteries per ZOLL's recommended maintenance program. Batteries shall be replaced on a one-for-one basis throughout the one-year warranty period should the SurePower Battery or SurePower Charger display a fault. Battery replacement program only applies to batteries shipped after date of execution of this Agreement. COUNTY is not required to send back the batteries. If COUNTY chooses to send them back, shipping would be at the expense of the COUNTY. CONTRACTOR is not allowed to send prepaid shipping labels to COUNTY, since the Lithium battery regulations were put in place.

Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
8 Item 1N - Page 13

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
ATTACHMENT NO. 2
Amendment No. 1 to Exhibit A, Letter of Understanding
(Behind this Page)
Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
9 Item 1N - Page 14

COUNTY OF RIVERSIDE
AMENDMENT NO. I TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
I. ADD Exhibit A, Section 4.0 Letter of Understanding, Case Review Premium Subscription, R Series and X Series, 5 Year Hosted
ZOLL
LETTER Of UNDERSTANDING
he follo\\i11g Letter of Understanding serves to ensure that ZOLL Medic-al Corporation ("ZOLL and Rh'erside County Fire Department ("FIRE DEPARTMENT"} hold an equal understanding of the followin ·ssues as the are outside the realm ofZOLL's general Terms and Conditions. Therefore. once you ha\·e read and fully understand the content of this letter, please sign and date on the line provided below.

Case Review: ZOLL agrees to provide 13 licenses of Ca se Re\iew to FIRE DEPARTME T t no c from Aprill , _022 to July S, 20 . This offer is to bridge thl' end ofli e ofFIRE DEPART.1E. T S curren QA/ QI software to the FIRE DEPARTMENT"S new budget year. In ren1m. FIRE DEPARTME NT ag ees o · sue a valid Purchase Order on or b efore uly S, _o __ for Quo e • Q-255 2 V r Ion: m I s n ir e .·.

Payments will be due in three equa annual installm,mts of ~46.439.6 due July 31 20 • -Ju y 3 . o_ 5 and uJ~- 3 . -0-6.
!f you ban? any questions regarding this issue, please contact. Ot r ZOLL Sales Ma nager. Rr an Gn Ike.

Othen 'vise, please sign on .he appropriate line provided below and returr this letter to the -~ttenrio of Audr~ Tella, Contracts 1anager. ZOLL Medical Corporation \i3 email at .......,...,_t...,.......,."-"-"""""""'" Title:

Phone: __________ _
Date: _________ MAR 2 9 2022 _ _
Sincere(\".
eff Roberts
'ic e Presiden . US EMS S,;les
Name: (print) Steven K Flora
Phone: 800-348-9011
D..ite: 3/17/2022
> BY-=~~~:5f::-:::::--:----~~
Form #116-311 Revision Date: 01 /1 3/2016
~iverside County Fire Department
210 W. San Jacinto Ave .. Penis, CA 92570
MAR 2 9 2022 8.Jl
IU
Item 1N - Page 15

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
ZOLL
Quote No: Q-25532 Version: 1
Riverside County Fire Department
Clark Training Center
3423 Davis Avenue
Riverside, CA 92518
ZOLL Customer No: 5664
Scott Phil ipbarr
(909) 486-2825
1111111 CanlAcl Part Number
1 &400.11004o C.iseRe>Vi@w Premium Subscription. R S...ies n X Senn, 5 Yu,- HostM
Provides detililed post-information, including
CPR quality on compresslan dep1h, rate, pause time
.Jfld release velocity, as well as ECG. shoots, EtC02
and Sp02 vital signs.

ZOLL Medical Corporation
269MII Road
Chelmsford, MA 01824-4105
Federal 10#04-2711626
Phone: (800) 348-9011
Fax: (978) 421-0015
Email: [email protected]
Quote No: Q-25532
Version: 1
Issued Date: February 16, 2022
Expiration Date: March 31 , 2022
Terms.: Three amual installments with
1st Payment due NET T!IJ
Qty
113
FOB: Shipping Point
Freight Prepay & Add
Prepared by: catherine Prophet
EMS Tenitory Manager
[email protected]
949-436-4369
Ustl'riR Allll- PrlN
$'1,232.91 S1.232a91
SublDtill:

Total:

Tcall"riN
S 1311,318.83
$139,318.83
$139,311.13
Promo!KMgJ pricing valid for custaner migration om C~ew B.JSic to C.-HReview Prenwm. CaseRe1r.ew Ptemun Subscripticn P~~ in ee annual installments with 1st pa)'ITll!flt due N« 730.

To the exten th.at ZOLL .and Customer. or CuslDmer's Represent.alive have negotia ed and executed overriding erms and conditions ("Overriding T's & C's·}, thoH terms and conditions would appry to this quotation. In all other cases, this quote is m.ade subjec ID ZOLL's Standard Commercial Terms .and Conditions ("ZOLL T's. & C's"} whioh for capital equipment, acoessories .and oonsumab!M can be found at http:Jlwww.zoR.com/GTC .and for software produCIS can be found at http:/lwww.zoltcom/SSPTC and for hosted software products ca be found at hllp://www.zoll.com/SSHTC. Except in the case of ovemcfing T's .and c·s, a.ny Purch.ase Orde<r (·PO') inued in response to this quotation I be deemed to incorporate ZOLL T's & C's, and a,ny other terms and conditions preHnted sha have no force or effect except 10 the eX1ent .agreed in writing by ZOLL

1. Delivery will be made 120-150 days days after receipt of .accepted purchase otde.-.

2. Applicable tax, shipping & h.andGng will I><! .added .at the time of in,voici.ng.

3. All purchase orders are subject 10 credit .approval before being accep ed by ZOLL

4. To pl.ace an order. ple-.ase forward the purchase order with a copy of this quotation ID [email protected] or via f.ax ID 1>78~21-0015.

5. All discounts from 11st prioe are contingen upon payment wiihin the agreed upon terms"

6. Place your future accessory orders onfine by visiting www.zo ebst~.com- ? Paae 1 of2 Form1f11 ti-J11 KevIsIon LJate: 0111 J/~U1 ti Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
Item 1N - Page 16

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
ZOLL
Riverside County Fire Department
Quote No: 0-25532 Version: 1
Order Information (to be completed by the customer}
Tax Exempt Entity (Tax Exempt Certificate must be provided o ZOLL} Taxable Entity (Appricable tax will be .a,ppijed at time of invoice} BILL TO ADDRESS SHlP TO ADDRESS
Name/Department NameJOepanrnent:

Address: Addre.ss:

ZOLL Medical Corporation
269Mill Rooo
Chelmsford, MA 01824-4105
Federal 10#04-2711626
Phooe: (800) 348-9011
Fax:(978) 421-0015
Email: [email protected]
Ciiy I State I Zi,p Code: City I Stale / Zip Code:

Is a. Purchase Order (PO) required for the purchase and/or payment o the products listed on this quotation? Yes PO Number: ____ _ POAmoun
(A copy of the Purchase Order mu st be included wilh this Quote when returned ID ZOLL) o (Please complete lhe below section when submftling this order) For organizations !hat do no 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 whi,ct, he or she is signing to lhe 1enns and prices in this qootation.

Riverside County Fire Department
Authorized Sig:nawre:
exhibit - do not sign
ame:

Tille:

Date:

Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
12 Item 1N - Page 17

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
ATTACHMENT NO. 3
Amendment No. 1 to Exhibit B - Pricing Schedule
(Behind this Page)
Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
13 Item 1N - Page 18

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation

1. Section A. of Exhibit B, Defibrillators: The Agreement shall be amended to DELETE title and first paragraph in its entirety and replace with the following:

A. Defibrillators and Accessories:

Pricing for the following X-Series Defibrillators and Accessories shall be fixed price and not subject to an increase from March 22, 2022 through March 31 , 2026. The Riverside County Fire Department agrees to purchase 100% of its defibrillator requirements, listed below as Option # 1, Option #2, Option #3 and Option #4 directly from CONTRACTOR through March 31, 2026.

2. ADD Section A.6, A.7, and A.8 as follows:

A.6 Option #3
Part# 601-2221112-01
Description: X Series Advanced, Monitor/Defibrillator, 12 Lead W/Interp, Pace, SP02, ETC02, BVM, NIBP, CPR Expansion Pack, Remote View RescueNet Live Ready, US
1-5 Units 6-15 Units 16-25 Units 26-99 Units 100+ Units 31,330.69 28,406.49 27,988.75 27,571.01 26,317.78
A. 7 Option #4
Part# 601-2231112-01
Description: X Series Advanced, Monitor/Defibrillator, 12 Lead W /Interp, Pace, SP02, SPCO, ETCO2, BVM, NIBP, CPR Expansion Pack, Remote View RescueNet Live Ready, US
1-5 Units 6-15 Units 16-25 Units 26-99 Units
33,389.44 30,273.09 29,827.90 29,382.71
A.8 AED3 BLS, ZOLL AED 3, ENGLISH, AHA
Part# 8502-001103-01
Price: $2,107.51
Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
100+ Units
28,047.13
14 Item 1N - Page 19

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation

3. Section B. of Exhibit B, Core List: The Agreement shall be amended to DELETE the first sentence of Section B and replace it with the following:
"The items identified in Section B. "Core List" shall be fixed price and not subject to any price increases from March 22, 2022 through March 31 , 2026, after which ZOLL reserves the right to evaluate pricing on a yearly basis thereafter. Any increase in price after March 31, 2026, shall be calculated from the active list price on the date of the executed First Amendment. Any changes in pricing shall be memorialized in writing to the COUNTY and CONTRACTOR shall provide the COUNTY at least thirty (30) days advance written notice before changing the pricing." Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
15 Item 1N - Page 20

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation

4. Section B. of Exhibit B, Core List: ADD the following Sections to the Core List:

Line Part Number Description UOM List Price Riverside Price #
7508-000035-01 D(" SERIES EA 5,625 3,500
~DVANCED
lJPGRADE KIT, NIBP,
32 rAcE, W/0

MICROPHONE
7508-000036-01 D(" SERIES EA 5,725 3,500
~VANCED
lJPGRADE KIT, NIBP,
33 rACE, WI
MTrROPHONE
8000-000696 IZOLLAED 3 EA 160.00 120.00
34 [BATTERY PACK
8000-000925 IZOLL AED EA 290.00 217.50
35 SIMULATOR
8000-001250 IZOLL AED 3 CARRY EA 120.00 90.00
36 t:ASE
37 8000-001251 roucH, BATTERY, EA 20.00 15.00
IZOLL AED 3
8000-001252 SHOULDER STRAP, EA 15.00 11.25
tARRY CASE, ZOLL
38 ~D3
8000-001253 SMALL RIGID EA 295.00 221.25
rLASTIC CARRY
39 t:ASE, ZOLL AED 3
8000-001254 lARGE RIGID EA B 15.00 236.25
rLASTIC CARRY
40 t:ASE, ZOLL AED 3
Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
16 Item 1N - Page 21
141
142
143
144
145
146
47 48
149
50 COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
8000-001255 !BRACKET, WALL EA 55.00 41 .25
MOUNT, ZOLL AED 3
8000-000393-01 X SERIES CARRY CASE, EA 715.85 507.35

PREMIUM
8700-000850-40 AUTOPULSE QUICK !EA 509.85 1480.15

CASE, BLUE
8400-110041 tASEREVIEW !EA (URRENT LIST PRICE
!PREMIUM 1 YEAR

SUBSCRIPTION FOR X
SERIES
8400-110043 tASEREVIEW !EA tURRENT LIST PRICE
!PREMIUM 3 YEAR

SUBSCRIPTION FOR X
SERIES
8400-110045 tASEREVIEW !EA tURRENT LIST PRICE
!PREMIUM 5 YEAR

SUBSCRIPTION FOR X
SERIES
(ASEREVIEW !EA tURRENT LIST PRICE
!PREMIUM 1 YEAR

SUBSCRIPTION FOR
8400-110141 ~D3
tASEREVIEW EA CURRENT LIST PRICE
!PREMIUM 3 YEAR

SUBSCRIPTION FOR
8400-110143 ~ED3
tASEREVIEW IEA CURRENT LIST PRICE
PREMIUM 5 YEAR

SUBSCRIPTION FOR
k\ED3
8400-110145
!REMOTE VIEWING IEA tURRENT LIST PRICE
SUBSCRIPTION, 1
8400-110071 ~EAR, X SERIES
17 Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
21 0 W. San Jacinto Ave., Perris, CA 92570
Item 1N - Page 22
51 52

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
400-110073 A URRENT LIST PRICE
400-110075 A URRENT LIST PRICE
After Sale - On-Site Precision Part Numbers and Pricing 8889-89011-PP Precision Service Plan, 1 $1,595
Year, On-Site
8889-89022-PP Precision Service Plan, 2 $2,995
Years, On-Site
8889-89033-P P Precision Service Plan, 3 $4,400
Years, On-Site
8889-89044-PP Precision Service Plan, 4 $5,740
Years On-Site
8889-89055-PP Precision Service Plan, 5 $7,175
Years On-Site
Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
18 Item 1N - Page 23

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
After Sale - On-Site Worry-Free Part Numbers and Pricing 8889-89011-WF Worry-Free Service Plan, 1 $1,875
Year, On-Site
8889-89022-WF Worry-Free Service Plan, 2 $3,525
Years, On-Site
8889-89033-WF Worry-Free Service Plan, 3 $5,175
Years, On-Site
8889-89044-WF Worry-Free Service Plan, 4 $6,750
Years, On-Site
8889-89055-WF Worry-Free Service Plan, 5 $8,435
Years, On-Site
At Time of Sale - On-Site Precision Part Numbers and Pricing 8778-89011-PP Precision Service Plan, 1 $1,595
Year, On-Site, Point of Sale
8778-89022-PP Precision Service Plan, 2 $2,995
Years, On-Site, Point of Sale
8778-89033-PP Precision Service Plan, 3 $4,400
Years, On-Site, Point of Sale
8778-89044-PP Precision Service Plan, 4 $5,740
Years, On-Site, Point of Sale
8778-89055-PP Precision Service Plan, 5 $7,175
Years, On-Site, Point of Sale
Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
19 Item 1N - Page 24

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
At Time of Sale - On-Site Worry-Free Part Numbers and Pricing 8778-89011-WF Worry-Free Service Plan, 1 $1,875
Year, On-Site, Point of Sale
8778-89022-WF Worry-Free Service Plan, 2 $3,525
Years, On-Site, Point of Sale
8778-89033-WF Worry-Free Service Plan, 3 $5,175
Years, On-Site, Point of Sale
8778-89044-WF Worry-Free Service Plan, 4 $6,750
Years, On-Site, Point of Sale
8778-89055-WF Worry-Free Service Plan, 5 $8,435
Years, On-Site, Point of Sale
Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
20 Item 1N - Page 25

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation

5. Section C. of Exhibit B: The Agreement is amended to DELETE in its entirety, and replace with the following:

C. The COUNTY shall receive the following percentage discount off ZOLL Medical Corporation's published price list for all other accessories/supplies not listed in Exhibit B, Sections A and B of this Agreement. Those items not specifically listed are subject to a price increase per Section 3.2 of this Agreement.

1. 33% Discount on X Series Accessories/Supplies

2. 33% Discount on E Series Accessories/Supplies

3. 27% Discount on AED Plus & Pro Defibrillators Accessories/Supplies

4. 3% Discount on AutoPulse Units & Accessories/Supplies Please refer to Attachment 1 of this Agreement for manufacturers published price list and details in available items and pricing.

All other Government Agencies authorized to piggyback off this Agreement shall receive the following discount off ZOLL Medical Corporation's published price list for X Series and X Series Advanced Defibrillators:

1. 23% Discount on X Series and X Series Advanced Defibrillator(s) (1-5 Units) on one Purchase Order.

2. 30% Discount on X Series and X Series Advanced Defibrillator(s) (6-15 Units) on one Purchase Order.

3. 31 % Discount on X Series and X Series Advanced Defibrillator(s) (16-25 Units) on one Purchase Order.

4. 32% Discount on X Series and X Series Advanced Defibrillator(s) (26-99 Units) on one Purchase Order.

5. 35% Discount on X Series and X Series Advanced Defibrillator(s) (100+ Units) on one Purchase Order.

Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
21 Item 1N - Page 26

COUNTY OF RIVERSIDE
AMENDMENT NO. 1 TO THE AGREEMENT

FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES, AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
WITH
ZOLL® Medical Corporation
ATTACHMENT NO. 4
Amendment No. 1, ADDITION of Exhibit C
ALS/BLS Software Solutions Master Application
Service Provider Agreement
(Behind this Page)
Form #116-311 Revision Date: 01/13/2016
Riverside County Fire Department
210 W. San Jacinto Ave., Perris, CA 92570
22 Item 1N - Page 27
ALS/BLS Software Solutions Master Application Service Provider Agreement l. 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. Toe ASP Services, Implementation Services, and Support Services are each, and are collectively, "Services". The terms and conditions set forth in this Agreement shall only apply to ALS/BLS Software Solutions products that are used with ZOLL Medical Corporation defibrillators. For the sake of clarity, these terms and conditions do not apply to any ZOLL patient care reporting software.

2. Payment. Customer shall pay fees 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 Fees due under this Agreement within thirty (30) days after the date of ZOLL's invoice. The first invoice will be sent after the Deployment Effective Date. "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 of whether 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 defibrillators 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 of days equal to the delay that ZOLL has caused. Fees are nonrefundable other than as expressly set forth herein. 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 fees) incurred by ZOLL in connection with collection of late payments. Any amounts not paid by Customer when due may result in the forfeiture by Customer, in ZOLL's sole discretion, of any discounts previously offered by ZOLL. In addition, ZOLL may cease providing any or all of the Services if any invoice is not paid in a timely manner, in which event ZOLL will not be liable to Customer fo r any damages caused by such cessation. 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 ("Taxes").

3. ASP Services. "ASP Services" means the hosting and maintenance of ZOLL software, as modified, updated, and enhanced (the "Underlying Software"), for remote electronic access and use by Registered Users on the website with a unique URL to be provided by ZOLL to Customer (the "ZOLL Site") in substantial conformity with the instrnctions 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 are 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. Subj ect 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 faci lities 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 faci lities, 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. ZOLL will use commercially reasonable efforts to notify Customer within a reasonable period of time prior to the implementation of such changes so that Customer is reasonably info rmed of alterations 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 lo the terms and conditions of this Agreement, ZOLL grants to Customer, during the Term, a non-exclusive, non-transferable, nonsublicensable license for Registered Users to access and use the 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".

3.3. Restrictions. Customer shall not, and shall not pem1it 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 the Documentation to any third party; (d) reverse engineer, decompile, djsassemble, 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 (t) otherwise use or copy the ASP Services, Software or Documentation in any manner not expressly pem1jtted by the Agreement. Customer agrees not to use the ASP Services in excess of its authorized login protocols.

Customer shall immediately notify ZOLL of any unauthorized use of Customer's login ID, password or account or other breach of security. If Customer becomes 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 their systems; (iv) otherwise attempting to mitigate any harm from such events; and (v) immediately notifying ZOLL of any 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 time the ASP Services are not accessible to Registered Users.

3.4.2. Planned Downtime. "Planned Downtime" is Downtime during which ASP Services may not be available in order for ZOLL to continue to provide commercially reasonable services, features and perfom1ance 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 of7 p.m. to 11 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 ofa ZOLL Site, including any software or systems operating on a Customer's premises (including ZOLL software); (c) a Force Majeure Event or (d) Customer's fai lure 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))
Total number of minutes in the calendar month x 100 = x %, where "x" is Unplanned Downtime.

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"). The 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 the contrary in the Agreement, ZOLL may revoke administrative rights, including database access rights, if the use of any such rights results in Downtime. v.3 - 202 1-04- 19
Item 1N - Page 28

3.4.7. Customer Content; Security; Backup.

3.4.7.1. Customer Content. As between ZOLL 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 obligations under this Agreement, ZOLL will implement commercially reasonable 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 ZOLL will use commercially reasonable efforts to maintain the integrity of the Customer Content, to back up 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 of any 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 of the Customer Content due to interruption in 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 of this 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 it 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 of receiving 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 the right to destroy the applicable Inactive Customer Content in its possession or under its control. Except for this Section 3.4.7.4, the terms of Section 3.4 (including, without limitation, the Unplanned Downtime Goal) do not apply to Customer's access oflnactive Customer Content. Customer represents, warrants and agrees that it (A) is solely responsible for determining the retention period applicable to 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.

3.4.8. Remedies. A "Service Credit'' means a percentage of the monthly Fee 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 I 0% Service Credit towards Customer's monthly Fee for such ASP Service that was affected;provided, that Customer (i) requests such Service Credit in writing within 30 days of the end of the 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 (iii) such Unplanned Downtime 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 from time to time at ZOLL's sole discretion. Customer will be notified of any such changes that are 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, tern1inals 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 the ability to meet them is influenced by a range of factors including, without limitation. response times and level of cooperation of Customer. Any obligations as to time are therefore on a "reasonable efforts" 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 Fees, except that ZOLL will have no obligation to provide such Support Services if any Fees for ASP Services are past due.

5.1. Support.

5.1.1. Emergency Support. ZOLL shall provide telephone support to Customer for 24 hours a day, 7 days a week, 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 the 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 to 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 Hours") to address all other Errors relating to any Supported ASP Services. Such telephone support will include (i) clarification of functions and features of the Supported ASP Services; (ii) clarification of the Documentation; (iii) guidance in operation of the Supported ASP Services; (iv) assistance in identifying and verify ing 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 Hours.

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 electromagnetic stTcss; 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 of the Supported ASP Services with other media and hardware, software or telecommunication 2 v.3 - 2021-04-19
Item 1N - Page 29
interfaces· or causes other than ordinary use. Any corrections perfom1ed by ZOLL for such Errors shall be made, in ZOLL's reasonable discretion, at ZOLL's then-current time and ~1aterial charges. ZOLL will provide the Support Services only fo r the most current release and the one immediately preceding major release of any 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 having the highest privilege or clearance level. ZOLL will infom1 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 of the Fees, ZOLL warrants that any Implementation Services or Support Services provided to Customer will be perfom1ed 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 , perfom1 again the Implementation Services or Support Services that gave rise to the breach or, in the case oflmplementation Services, at ZOLL's option, refund the Fees for such Implementation Services paid by Customer for the Implementation Services which gave rise to the breach. The availability of any remedy for a breach of the warranty set forth in this Section 6.1 is conditioned upon Customer notifying ZOLL in writing of such breach within thirty (30) days following perfom1ance of the 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 pem1itted and in accordance with the Documentation, will materially confom1 to the Documentation. ZOLL does not warrant that Customer's use of the ASP Services will be error free or uninterrupted. Customer will notify ZOLL in writing of any breach of this warranty with respect to any ASP Services prior to the expiration or tem1ination of the Order for such ASP Services. If ZOLL is unable to provide a correction or work-around pursuant to the tem1s governing the provision of the ASP Services after using commercially reasonable efforts, ZOLL may tem1inate such Order upon written notice to Customer. Any such correction or work-around shall not extend the tem1 of such Order. This Section 6.2 sets forth Customer's exclusive remedy, and ZOLL's entire liability, for breach of the warranty for the ASP 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 W ARRANTLES OF ANY KIND, WHETHER EXPRESS, IMPLLED, STATUTORY, WRITTEN OR ORAL; (8 ) ZOLL DOES NOT PROM1SE THAT THE SOFTWARE OR SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE OR THAT THEY ARE SUlTABLE FOR THE PARTICULAR NEEDS OF CUSTOMER, REGISTERED USERS OR ANY TH1RD PARTY; AND (C) ZOLL SPECIFICALLY DISCLAIMS

ALL IMPLLED WARRANTLES, INCLUDING, WITHOUT UMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, TITLE, AND NON INFRINGEMENT, AND ANY WARRANTLES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE IN TRADE. CUSTOMER ACKNOWLEDGES THAT IT HAS REUED ON NO WARRANTrES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT, AND THAT NO WARRANTIES ARE MADE BY ANY OF ZOLL'S LICENSORS OR SUPPLIERS WlTH RESPECT TO THIRD PARTY PRODUCTS OR SER VICES. 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 perfom1ance obligations hereunder are limited to those expressly enumerated herein, and payment for ZOLL's perfonnance obligations shall be due as described herein.

7. Confidentiality. Neither party will use any trade secrets, infom1ation, or other material, tangible or intangible, that relates to the business or technology of the other party and is marked or identified as confidential or is disclosed in circumstances that would lead a reasonable person to believe such infom1ation is confidential ("Confidential Information") for any purpose not expressly pem1itted by this Agreement, and will further disclose the Confidential lnfom1ation of the party disclosing it ("Disclosing Party") only to the employees or contractors of the party receiving it ("Receiving Party") who have a need to know such Confidential lnfom1ation fo r purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder. The Receiving Party will protect the Disclosing Party's Confidential Jnfom1ation from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidentia l or proprietary infom1ation of a similar nature and with no less than reasonable care. The ASP Services, Software and Documentation shall be ZOLL's Confidential lnfom1ation (including without limitation any routines, subroutines, directories, tools, programs, or any other technology included in the Software), notwithstanding any fai lure to mark or identify it as such. The Receiving Party's obligations under this Section 7 with respect to any Confidential lnfom1ation of the Disclosing Party will tem1inate when and to the extent the Receiving Party can document that such infom1ation: (a) was already lawfully known to the Receiving Party at the time of disclosure 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 of the 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 Infom1ation. In addition, the Receiving Party may disclose Confidential lnfom1ation of the Disclosing Party to the extent that such disclosure is: (i) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (ii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifi es 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.

8. Indemnification.

8.1. By ZOLL. ZOLL wi ll 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 ofa 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 thereof and 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 for 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) tenninate this Agreement, in whole or in part. Notwithstanding the foregoing, ZOLL will have no obligation under this Section 8.1 or otherwise with respect to any infringement claim based upon: (I) 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 of any release of the Software other than the most current release made commercially available by ZOLL; (4) any Customer Content; or (5) any modification of any Software or Services or use thereof by any person other than ZOLL or its authorized agents or subcontractors. This Section 8 states ZOLL's entire liability and the exclusive remedy for any claims of infringement.

8.2. By Customer. Customer shall indemnify, defend and hold ZOLL and its agents, officers, directors and employees (the "ZOLL Parties") harmless from and against any and all li abilities, losses, expenses, damages and claims (collectively, "Claims") that arise out of the following except to the extent the Claims are due to the gross negligence, intentional misconduct or breach of this Agreement by the ZOLL Parties: (i) information provided to any of the ZOLL Parties by any of the Customer Parties; (ii) any of the Customer Parties' use or misuse of any of the Software or Services, including without limitation in combination with Customer's software or services or third party software or services; (iii) any modifications made by any of the Customer Parties to any of the Software or Services; (iv) infringement by any of the Customer 3 v.3 - 202 1-04-19
Item 1N - Page 30
Parties of any third party intellectual property right; (v) Taxes (other than taxes based on ZOLL's net income) and any related _penalties and inte~est, aris_ing from the payment of the Fees or the delivery of the Software and Services to Customer; and (ix) any violation oflaws or regulations, mcludmg without hm1tatton applicable export and import control laws and regulations in the use of any of the Software or Services, by any of the Customer Parties.

9. Limitation of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT WILL ZOLL OR ITS AFFlLIATES, SUBCONTRACTORS OR SUPPLIERS, OR ANY OF THEIR OFFICERS OR DIRECTORS, BE LIABLE, EVEN IF 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 THE SOFTWARE OR SERVICES OR MISUSE OF THE SOFTWARE OR SERVICES. ZOLL 'S TOT AL 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 THE 12-MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. Customer acknowledges that these limitations reflect 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 fa ilure 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 of any 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 of the foregoing, in and to the following are the exclusive property of ZOLL (or, as the case may be, its subsidiaries, licensors and suppliers): (i) ASP Services, Software, Documentation, and all proprietary technology used by ZOLL to perform its obligations under this Agreement; (ii) all software, tools, 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 perfonning the Services; (iii) the fully compiled version of any of the foregoing software programs that can be executed by a computer and used without further compilation (the "Executable Code"); (iv) the human readable version of any of the 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 of the foregoing (the "ZOLL Property"). If any 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 of each Order begins on the effective date of such Order and continues until it expires or is terminated; provided, however, 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 tern1 at least ninety (90) days prior to the expiration of such term. "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 whether Customer uses such ASP Services or (b) one hundred eighty (I 80) days following the shipment of the monitor/defibrillators in connection with which such ASP Serv ices 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 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 if the other party materially defaults in the performance of any of its obligations hereunder and fails to 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 that 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 copies of Access Software from Customer's computers and the computers of its customers and return to ZOLL 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 fo r such ASP Services otherwise payable during the initial term of such Order had such Order not been terminated during such term minus (y) the sum 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 of the 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 of this 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 this 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.

12.3. Assignments. Customer may not assign or transfer, by operation oflaw or otherwise (including in connection with a sale of substantially all assets or equity, merger or other change in control transaction), any of its rights under this 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 to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise, and to contract with any third party to 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. 12.2 12 (SEPT 1995) and are (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202 I (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 be effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever occurs sooner.
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12.6. Governing Law and Venue; Waiver of Jury Trial. This Agreement will be governed by and interpreted in accordance with the laws of the State of California without reference to its choice oflaw rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement shall be brought in a federal or state court in the State of California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY,

AND INTENTIONALLY WAIVES ANY RJGHT IT MAY HAVE TO A TRJAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

12. 7. Remedies. Except as otherwise expressly provided in this Agreement, the parties' rights and remedies under this Agreement are cumulative. Customer acknowledges that the Software and Services are built on valuable trade secrets and proprietary infonnation 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.

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 will be 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 fu ll force and effect. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if 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 behalf of the other or to establish a partnership, franchise or joint 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 Services. 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 liability, and makes no representation, with respect to such Third Party Products or Services; and (ii) the Third Party Provider shall not be an agent of ZOLL. 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 perforn1ance hereunder (other than payment obligation) arising out of causes beyond such party's reasonable control and without such party's fault or negligence, including, 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, 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 contemporaneous agreements, understandings, and communication, whether written or oral, except agreements at zollonline.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 tenns 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 are 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 full force and effect in accordance with their terms notwithstanding the termination hereof including, but not limited to, Section 7 (Confidentiality), Section 8 (Indemnification), Section 9 (Limitation on Liability), Section IO (Ownership), Section 11.3 (Effects of Termination) and Section I 2 (General Provisions). 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. HIPAA. 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 ("PHI") in the course of providing Software or Services to Customer. Capitalized terms 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 I 320d, et seq., and regulations promulgated thereunder, as amended from time to time (such statute and regulations collectively referred to as "HIP AA"). "Covered Entity" as used herein means Customer. "Business Associate" as used herein means ZOLL. The purpose of this Section I 3 is to comply with 45 C.F.R. § 164.502(e) and§ l 64.504(e), governing PHI and business associates under HIP AA

13.1. Applicability. This Section 13 applies if and to the extent that Business Associate creates, receives, maintains or transmits, directly or indirectly, any PHJ in the course of providing Software or Services to Covered Entity.

13.2. Compliance and Agents. Business Associate agrees that, to the extent it has access to PHI, Business Associate will fully comply with the requirements of this Section 13 with respect to such PHI. Business Associate will ensure that every agent, including a subcontractor, of Business Associate to whom it provides PHl received fi-om , or created or received by Business Associate on behalf 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 PHJ except as pem1itted under this Agreement, and in compliance with each applicable requirement of 45 CFR Section 164.504(e). Business Associate may use or disclose the PHI received or created by it, (a) to perform its obligations under this Agreement, (b) to perforn1 functions, activities, or services for, or on behalf of, 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 the purpose for which it is disclosed to the person and the person notifies Business Associate of any instances of which it is aware that the confidentiality of the inforn1ation has been breached. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under HIP AA 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.F.R. §§ 164.308 - 164.3 12, sufficient to prevent any use or disclosure of electronic PHI 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 PHI 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 in 45 C.F.R. § 164.402, notify Covered Entity of such breach within 15 days. The notice sha ll 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
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acquired, or disclosed during such breach. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business A sociate of a use or disclosure of PHI by Business Associate in violation of this Agreement.

13. 7. Individual Atttss. In accordance with an individual 's right to access to his or her own PHI in a designated record set under 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 malte 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 or and Arens to PHI. Business Associate shall make available for amendment PHI in a designated record set and shall incorporate any amendments to PHI in a designated record set in accordance with 45 CFR § 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 PHI and information related to such disclosures as would be required for Covered Entity to respond to an individual 's request for an accounting of disclosures of their PHI in accordance with 45 CFR § 164.528. Business Associate agrees to malte 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 CFR § 164.528

13. 10. DHHS Access to Books, Records, and Other Information. Business Associate shall make available to the U.S. Department of Health and Human Services ("DHHS") 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 of determining the Covered Entity 's compliance with HIPAA.

13. 11. lndMdu•I Authorizations; Restrictions. Covered Entity will notify Business Associate of any limitation in its notice of privacy practices, an 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 extent that such limitation, restriction. change, or revocation may affect Business Associate's use or disclosure of PHI.

13.12. HITECH Act Compliance. Covered Entity and Business Associate agree to comply with the amendments to HIPAA included m the Health Information Technology for Economic and Clinical Health Act (the ·'HITECH 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 of a panem of activity or practice of Business Associate that constitutes a material breach or violation of Business Associate's obligations under this Section J 3, Covered Entity and Business Associate shall take any steps reasonably necessary to 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 failure to comply.

13.14. Return or PHI. Business Associate agrees that upon termination of this Agreement, and if feasible, Business Associate shall (a) return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, that Business Associate has continued to maintain in any form 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 of this Sectron 13 to such PHI and limit further uses and disclosures to those purposes that malte the return or destruction of the PHI 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) & (e). 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. Sun·iv•L All representations, covenants, and agreements in or under this Section J3 shall survive the execution. delivery, and performance of this Agreement.

13.17. Further Assunncu; Connicts. Each party shall in good faith execute, acknowledge or verify, and deli ver any and all 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 terms and conditions of this Section 13 will override and control any expressly connicting term or condition of the Agreement. All non-conflicting terms 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 of doubt, a limitation on liability in the Agreement does not conflict with this Section Jl

13.18. Applicable LH·. The parties acknowledge and agree that HIPAA may be amended and additional guidance or regulations implementing HJPAA may be issued after the date of the execution of this 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 necessa1y for Covered Entity to comply \\ith HIPAA.

By signing below, the Customer acknowledges and agrees to those terms and conditions. The person signing below represents and warrants that she or he has the authority to bind the Customer to those terms and conditions.

Nam
Title CHAIR, BOARD OF SUPERVISORS
CompanyC,awdu~ ff -fZ l Vfil5\lie
Company Address: ______ _______ _
Date: 03/ :L q f 1--0~
I
v.3 - 2021-04-19
6 ATTACHMENT B

Item 1N - Page 33
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We, the City of Palm Springs, CA located at 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92262, as of the date of this request, would like to access the Riverside County CA contract# FPARC-4 514-001· 09/25. This contract is effective 3/8/2016 through 8/31/2025 with ZOLL Medical Corporation. As per clause #13 included therein, by signing this request, I am certifying that I am an person authorized to bind the agency, and by doing so agree to accept all terms and conditions as stated within said contract.

AGENCY NAME: City of Palm Springs, CA
_oa_te_: 1_-14_-1_6--1~--==,,,::;dc,-=-=9"·-Bi~.~<fe--lFUL=~:::-,---__.,,.

By: Craig L. Gladders, C.P.M. ()
Title: Procurement and Contracting Manager
•As purchasing agent for the City Jam authorized to access cooperative purchase agreements when appropriate and the award of any purchase of equipment utilizing a cooperative agreement is subject to the City's policies and procedures as provided in the Municipal Code, Chapter 7, Procurement Ordinance and final approval and award by the City Manager and or the City Council as required depending on the transaction amount.

ATTACHMENT C
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DocuSign Envelope ID: F3711302-86B9-4D22-8BC0-47C7FDB06730 ATTACHMENT "D"

CITY OF PALM SPRINGS

PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
REQUEST FOR PROPOSAL (RFP ##-##)
TITLE

THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Electronic File #1)
Who Must File?
Applicants that are NOT a natural person or group of natural people that will be identified on the application and seek a City approval determined by a vote of City officials. Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City's board or commissions.

Why Must I File?
The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City's Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City's interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney.

Note: A material financial relationship is a relationship between someone who is an owner/investor in the applicant entity and a voting official (or the City Manager or City Attorney), which relationship includes any of the following:
(1) the owner/investor and the official have done business together during the year prior to the application;
(2) the official has earned income from the owner/investor during the year prior to the filing of the application;
(3) the owner/investor has given the official gifts worth fifty dollars ($50) or more during the year prior to the filing of the application; or
(4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the owner/investor's interest in the applicant entity, in relation to the application's outcome.

When Must I File?
You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed.

Item 1N - Page 37
DocuSign Envelope ID: F3711302-86B9-4D22-8BC0-47C7FDB06730 What Must I Disclose?
A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.).

Note: (1) only trusts or other organizations that are not the fiduciaries, (2) if a second entity that is not a natural person serves the applicant entity (e.g., as a member of an applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed).

B. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant's application, or with the City Manager or City Attorney.

What if I Have Questions?

PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
*There are some additional supplementary instructions with an example following the form should you need further clarification.

Item 1N - Page 38
DocuSign Envelope ID: F3711302-86B9-4D22-8BC0-47C7FDB06730

1. 2.

3. 4.

5. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
ZOLL Medical Corporation
Address of Entity (Principal Place of Business)
269 Mill Road, Chelmsford MA 01824
Local or California Address (if different than #2)
State where Entity is Registered with Secretary of State Commonwealth of Massachusetts
If other than California, is the Entity also registered in California? i;a Yes D No Type of Entity
0 Corporation D Limited Liability Company D Partnership D Trust D Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
Jonathan Rennert i;a Officer i;a Director D Member D Manager [name] D General Partner D Limited Partner
!;2l0ther CEO
Craig Stowell i;a Officer D Director D Member D Manager [name] D General Partner D Limited Partner
i;aother Treasurer
Elijah White i;a Officer D Director D Member D Manager
[name] D General Partner D Limited Partner
!;2l0ther President
Item 1N - Page 39
DocuSign Envelope ID: F3711302-86B9-4D22-8BC0-47C7FDB06730

7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity

EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
A.

Asahi Kasei 100% Asahi Kasei Holdings US, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]

I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title
~
DocuSigned by:

N.iL Jbb,sfolA,
e'il'!J'6~'ll\~tbn, Vice President Worldwide Sales
Date
11/2/2023
Item 1N - Page 40
DocuSign Envelope ID: F3711302-86B9-4D22-8BC0-47C7FDB06730 City of Palm Springs, CA.

Business Disclosure Supplementary Instructions
In an effort to ensure we capture the required business entity information in accordance with the attached instructions, we provide you these supplementary instructions to clearly identify the required information, and the format the information should be provided.

If you, as the applicant, are a business entity (i.e. a corporation or limited liability company), and it is also comprised of other business entities as its members or having a financial interest, all other such business entities must also be disclosed, including those entities other business entities, if any.

Ultimately, the City's disclosure document (attached) requires a listing identifying all natural persons having any financial interest over 5% of the business entities (and any other business entities comprising your business entity).

As an example, Applicant is: Acme Brothers, Inc., a California corporation, whose officers are:

John Doe, Jill Doe, and Jay Doe, which is owned 50% by Acme Brothers, LLC, a California limited liability company, and John Doe (25% interest) and Jill Doe (25% interest). Acme Brothers, LLC, is managed by Acme Brothers 2, Inc., a California corporation, whose officers are: George Doe, Bill Doe, and Jane Doe, which is owned 100% by Acme Brothers 2, LLC, a California limited liability company, which is managed by George Doe, with George Doe and Jane Doe having 50% interest each.

The full business entity disclosure in this example would resemble the following:

1. Acme Brothers, Inc., a California corporation
a. Officers: John Doe, Jill Doe, and Jay Doe
b. Ownership:
i. 50% Acme Brothers, LLC, a California limited liability company ii. 25% John Doe
iii. 25% Jill Doe

2. Acme Brothers, LLC, a California limited liability company a. Managers: Acme Brothers 2, Inc., a California corporation b. Ownership: 100% Acme Brothers 2, Inc., a California corporation

3. Acme Brothers 2, Inc., a California corporation
a. Officers: George Doe, Bill Doe, and Jane Doe
b. Ownership: 100% Acme Brothers 2, LLC, a California limited liability company

4. Acme Brothers 2, LLC, a California limited liability company a. Managers: George Doe
b. Ownership:
i. 50%
Item 1N - Page 41
Certificate Of Completion
Envelope Id: F371130286B94D228BC047C7FDB06730
Subject: Complete with DocuSign: Business Disclosure Form.pdf Source Envelope:

Document Pages: 5
Certificate Pages: 1
AutoNav: Enabled
Envelopeld Stamping: Enabled
Signatures: 1
Initials: 0
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original
11/1/2023 6:27:13 PM
Signer Events
Neil Johnston
[email protected]
VP Global Sales
ZOLL Medical Corp.

Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
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Jennifer Kimball
[email protected]
Contract Manager - Technology
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(None)
Electronic Record and Signature Disclosure:

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Completed
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Holder: Jennifer Kimball
[email protected]
Signature
l,DocuSigned by:
27~~~:~
Signature Adoption: Pre-selected Style
Using IP Address: 67.218.11.44
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Status: Completed
Envelope Originator:

Jennifer Kimball
[email protected]
IP Address: 216.212.47.167
Location: DocuSign
Timestamp
DocuSign·
Sent: 11/1/2023 6:33:11 PM
Viewed: 11/2/2023 9:57:59 AM
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Timestamps

CITY COUNCIL STAFF REPORT
11/09/2023
SUBJECT:

APPROVE THE PURCHASE OF FIFTY (50) AUTOMATED EXTERNAL

DEFIBRILLATOR UNITS FOR USE AT CITY FACILITIES
RECOMMENDATIONS:

Approve purchase of fifty (50) AED units from Zoll for an amount not to exceed $102,000.

1. 2. Authorize the City Manager or designee to execute all necessary documents.

Attachments
Item 1O

CITY COUNCIL STAFF REPORT
DATE: NOVEMBER 9, 2023 CONSENT CALENDAR
SUBJECT: APPROVE THE PURCHASE OF FIFTY (50) AUTOMATED EXTERNAL

DEFIBRILLATOR UNITS FOR USE AT CITY FACILITIES
FROM: Scott C. Stiles, City Manager
BY: Fire Department, Emergency Management
SUMMARY:

This action will approve the purchase of fifty (50) Automated External Defibrillator (AED) units from Zoll Medical Corporation (Zoll). These units will replace existing and outdated equipment.

RECOMMENDATION:

1. Approve purchase of fifty (50) AED units from Zoll for an amount not to exceed $102,000.

2. Authorize the City Manager or designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

Zoll Medical Corporation is registered in the State of California. Their public integrity disclosure form is included as Attachment C.

BACKGROUND:

Sudden Cardiac Arrest is a leading cause of death in the United States, claiming an estimated 325,000 lives each year. During a sudden cardiac arrest, heart function ceases; abruptly and without warning. When this occurs, the heart is no longer able to pump blood to the rest of the body, and in some 95% of victims, death occurs. Sudden cardiac arrest occurs when the heart's electrical system malfunctions and the heart stops beating. The most common cause of sudden cardiac arrest is a disturbance in the heart rhythm called ventricular fibrillation. AEDs play a critical role in the "Chain of Survival" which can help save the lives of victims of sudden cardiac arrest (SCA). The Chain of Survival is a fourstep intervention process developed by the American Heart Association.

City Council Staff Report
November 9, 2023, Page 2
Automated External Defibrillator Purchase

1. Early Access - First, as soon as an emergency is recognized, call 911.

2. Early CPR – The critical link that buys time between the first link (call 911) and the third link (use the AED). Begin Cardiopulmonary Resuscitation (CPR).

3. Early Defibrillation – Most sudden cardiac arrest victims are in ventricular fibrillation (VF). Use an AED to Treat VF.

4. Early Advanced Care – The fourth is advanced care provided by highly trained EMS personnel called paramedics.

It is essential that defibrillation be administered immediately following the cardiac arrest.

If the heart does not return to a regular rhythm within 5-7 minutes, this fibrillation could be fatal. If defibrillated within the first minute of collapse, the victim’s chances for survival are close to 90%. For every minute that defibrillation is delayed, survival decreases by 7 percent to 10 percent. If it is delayed by more than 10 minutes, the chance of survival in adults is less than 5 percent.

STAFF ANALYSIS:

Palm Springs has a number of AEDs distributed throughout the City and at Palm Springs International Airport. The current AEDs are at the end of their service life and have outdated technology and algorithms. The purchase through Zoll is as needed with no continuing contract for maintenance or service.

Zoll was awarded a contract by Riverside County for purchasing medical equipment, services, and supplies. The County’s contracts include provisions that allow the awarded vendors to extend the same contract pricing to other public agencies. The Procurement and Contracting Manager has validated the competitive bid process with Riverside County, the piggyback pricing provision, and concurred that the pricing leveraged under the purchasing power of the County agreement would likely be less than what we could obtain independently. As such, pursuant to the provisions of the Procurement Ordinance,

7.09.010, the City Council may authorize the purchase and delivery, under this cooperative pricing afforded through the Riverside County agreements.

The purchase of new AEDs will ensure staff and our community have access to life-saving equipment. Zoll is taking the City’s outdated AEDs with trade-in value further reducing the cost of the purchase.

FISCAL IMPACT:

Sufficient funds are budgeted and available in Fiscal Year 2023-2024 Fire Department Account 1006000-60015.

City Council Staff Report
November 9, 2023, Page 2
Automated External Defibrillator Purchase
REVIEWED BY:

Emergency Manager: Daniel DeSelms
Department Director: Paul Alvarado
Procurement and Contracting Director: Kim Baker
Finance Director: Kris Mooney
City Manager: Scott Stiles
ATTACHMENTS:

A.) Zoll Quote No: Q-47722
B.) Riverside County Fire Department contract with Zoll Medical Corporation C.) Public Integrity Disclosure

ATTACHMENT A
Quote No: Q-47722 Version: 1

ZOLL Medical Corporation
269 Mill Road
Chelmsford, MA 01824-4105
Federal ID# 04-2711626
Phone: (800) 348-9011
Fax: (978) 421-0015
Email: [email protected]
Palm Springs Fire Department
300 North El Cielo Road
Palm Springs, CA 92262
ZOLL Customer No: 7704
Blake Bonelli
9097099300
Quote No: Q-47722
Version: 1
Issued Date: October 5, 2023
Expiration Date: December 31, 2023
Terms: NET 30 DAYS
FOB: Destination
Freight: Free Freight
Prepared by: Catherine Prophet
EMS Territory Manager
[email protected]
949-436-4369
Item Contract
Reference Part Number Description Qty List Price Adj. Price Total Price 1 545294 8502-001103-01 ZOLL AED 3® BLS EMS/ FIRE Package Includes: Product Documentation, ZOLL AED 3
Battery Pack, Carry Case, CPR Stat padz, Pedi
padz II. Six (6) year factory warranty.
50 $5,018.00 $2,107.51 $105,375.50
2 2001-9901-61 ZOLL Other BLS Equipment AED Plus/AED
Pro/Cardiac Science Trade In Allowance (EMS
Group)
See Trade Unit Considerations.
37 ($100.00) ($3,700.00)
Subtotal: $101,675.50
Total: $101,675.50
Contract Reference Description
545294 Reflects Riverside County 2016 contract pricing. Notwithstanding anything to the contrary herein, the terms and conditions set forth in Riverside County 2016 shall apply to the customer's purchase of the products set forth on this quote.

Trade Unit Considerations
Trade-In values valid through December 31, 2023 if all equipment purchased is in good operational and cosmetic condition and includes all standard accessories. Trade-In values are dependent on the quantity and configuration of the ZOLL devices listed on this quotation. Customer assumes responsibility for shipping trade-in equipment at the quantities listed on the trade line items in this quotation to ZOLL's Chelmsford Headquarters within 60 days of receipt of new equipment. Customer agrees to pay cash value for trade-in equipment not shipped to ZOLL on a timely basis.

Palm Springs Fire Department
Quote No: Q-47722 Version: 1

ZOLL Medical Corporation
269 Mill Road
Chelmsford, MA 01824-4105
Federal ID# 04-2711626
Phone: (800) 348-9011
Fax: (978) 421-0015
Email: [email protected]
To the extent that ZOLL and Customer, or Customer’s Representative have negotiated and executed overriding terms and conditions (“Overriding T’s & C’s”), 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 https://www.zoll.com/about-zoll/invoice-terms-and-conditions and for software products can be found at http://www.zoll.com/SSPTC and for hosted software products can be found at http://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. Delivery will be made upon availability.

2. This Quote expires on December 31, 2023. Pricing is subject to change after this date.

3. Applicable tax, shipping & handling will be added at the time of invoicing.

4. All purchase orders are subject to credit approval before being accepted by ZOLL.

5. To place an order, please forward the purchase order with a copy of this quotation to [email protected] or via fax to 978-421-0015.

6. All discounts from list price are contingent upon payment within the agreed upon terms.

7. Place your future accessory orders online by visiting www.zollwebstore.com.

Order Information (to be completed by the customer)
[ ] Tax Exempt Entity (Tax Exempt Certificate must be provided to ZOLL) [ ] Taxable Entity (Applicable tax will be applied at time of invoice)

BILL TO ADDRESS SHIP TO ADDRESS
Name/Department: Name/Department:

Address: Address:

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? [ ] Yes PO Number: ____________ PO Amount: ____________ (A copy of the Purchase Order must be included with this Quote when returned to ZOLL) [ ] No (Please complete the below section when submitting this order) 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.

Palm Springs Fire Department
Authorized Signature: _1\
\s1\
Name: \n1\
Title: \t1\
Date: \d1\

ATTACHMENT B

FIRST AMENDMENT – NUMBER CW2233480
FPARC-46514-001-09/25 AGREEMENT FOR DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES AND

PREVENTATIVE MAINTENANCE REPAIR SERVICES
This FIRST AMENDMENT (the “Amendment”), entered into effect as of by and between ZOLL Medical Corporation with its principal location at 269 Mill Road Chelmsford, MA 01824 (“CONTRACTOR”) and County of Riverside with its principal location at 210 W. San Jacinto Avenue, Perris, CA 92570(“COUNTY”).

The CONTRACTOR and “COUNTY” are parties to FPARC-46514-001-09/25 AGREEMENT FOR

DEFIBRILLATOR EQUIPMENT, SUPPLIES, ACCESSORIES AND PREVENTATIVE MAINTENANCE REPAIR SERVICES dated March 1, 2016(the “Agreement”) and desire to amend certain provisions of the Agreement subject to the terms set forth in this Amendment.

NOW THEREFORE, in consideration of the promises and mutual obligations and undertakings set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. The Agreement shall be amended in EXHIBIT A SCOPE OF WORK by deleting the last sentence in Section 1.2 Program I – Equipment Purchase, Training and Trade-in, and replacing it with the following:
“Program I shall have a term of up to ten (10) years from the contract effective date”

2. The Agreement shall be amended in EXHIBIT A SCOPE OF WORK by deleting Section 2.3.1 E Series Trade-In Value, in its entirety and replacing it with the following:

2.3.1 X-Series Trade in Value:
a. Contract year one (1) - $5,000.00 per trade (1-100 units) b. Contract year two (2) - $4,000.00 per trade (1-100 units) c. Contract year three (3) through five (5):
(1) $2,500.00 per trade (1-5 units)
(2) $3,000.00 per trade (6-15 units)
(3) $3,500.00 per trade (16-25 units)
(4) $4,000.00 per trade (26+ units)

3. The Agreement shall be amended in EXHIBIT A SCOPE OF WORK by deleting the title in Section 2.3.2, “X- Series Trade-in Value” and replacing it with the title “X-Series Advanced Trade-in Value”.

4. The Agreement shall be amended in EXHIBIT A SCOPE OF WORK by deleting Section 3.2.1 in its entirety and replacing it with the following:

3.2.1 CONTRACTOR shall provide onsite Preventative Maintenance (PM) and perform authorized minor on-site device repairs to COUNTY owned X Series Defibrillators. The CONTRACTOR shall furnish all necessary labor, equipment and incidentals necessary to perform timely services that will maintain or provide minor repairs to the COUNTY’S inventory of ZOLL defibrillators in optimal working condition. Services provided by the CONTRACTOR shall be in strict compliance with all applicable federal, state, and local laws, industry codes, rules, regulations and standards set by the manufacturer.

5. The Agreement shall be amended in EXHIBIT A SCOPE OF WORK by deleting the first sentence of Section 3.2.3 in its entirety and replacing it with the following:

3.2.3 CONTRACTOR shall be responsible for trouble shooting, minor repairs and PM services to ZOLL defibrillator devices/accessories.

6. The Agreement shall be amended in EXHIBIT A SCOPE OF WORK by deleting Section 3.2.4 in its entirety.

7. The Agreement shall be amended in EXHIBIT A SCOPE OF WORK by deleting Section 3.2.5, in its entirety and replacing it with the following:

3.2.5 COUNTY shall provide the CONTRACTOR with an adequate facility located at a single location where onsite trouble shooting, repairs and PM services will be provided by the CONTRACTOR. PM services will be conducted between 8:00am and 5:00pm Monday – Friday excluding holidays. For the onsite trouble shooting and minor repairs, CONTRACTOR will invoice COUNTY an hourly rate for these services to be calculated from the ZOLL Field Technician’s residence to a single location determined by the COUNTY. If the Field Technician is required to go to other locations to troubleshoot and/or repair a device, the hourly rate will be calculated from the agreed upon single location to the additional location. COUNTY will be required to pay for all parts consumed during the minor repairs after the one-year factory warranty has expired. • Preventative Maintenance Fee: $215
• Service Labor Rate: $165/hour

8. This Agreement shall be amended in EXHIBIT A SCOPE OF WORK by deleting Section 3.2.6 in its entirety.

9. This Agreement shall be amended in EXHIBIT A SCOPE OF WORK by deleting Section 3.2.8 in its entirety and replacing it with the following:

3.2.8 CONTRACTOR shall provide a “spares program” at no cost to the COUNTY for X Series Advanced defibrillators sent out for repair. The pool of available spare devices shall be at a ratio of 20:1. As the COUNTY transitions from the X Series to the X Series Advanced Series, the CONTRACTOR shall convert the remaining X Series spares over to X Advanced Series spares at a rate of one (1) spare for every fifteen (15) X Advanced Series purchased until all spare units are X Advanced Series. The total spare devices available under the “spares program” shall be a minimum of eight (8) defibrillator units.

10. This Agreement shall be amended in EXHIBIT A SCOPE OF WORK by deleting Section 3.3 in its entirety and replacing it with the following:

3.3 Batteries:

CONTRACTOR shall provide a battery replacement program for all batteries purchased under this Agreement. COUNTY shall maintain the batteries per ZOLL’s recommended maintenance program. Batteries shall be replaced on a one-for-one basis throughout the one-year warranty period should the SurePower Battery or SurePower Charger display a fault. Battery replacement program only applies to batteries shipped after date of execution of this Agreement. COUNTY is not required to send back the batteries. If COUNTY chooses to send them back, shipping would be at the

expense of the COUNTY. CONTRACTOR is not allowed to send prepaid shipping labels to COUNTY, since the Lithium battery regulations were put in place.

11. The Agreement shall be amended in Exhibit B Pricing Schedule by deleting the title and first paragraph of Section A. Defibrillators: and replacing it with the following:

A. Defibrillators and Accessories:

Pricing for the following X-Series Defibrillators and Accessories shall be fixed-price and not subject to escalation for a period of five (5) years from the effective date of this Amendment.

The Riverside County Fire Department agrees to purchase 100% of its defibrillator requirements, listed below as Option #1, Option #2, Option #3 and Option #4 directly from CONTRACTOR during Program I’s maximum five (5) year term.

12. The Agreement shall be amended in Exhibit B Pricing Schedule by adding the following subsections to Section A. Defibrillators and Accessories after subsection A.5 AED Pro Semi-Auto/Manual:

A.6 Option #3
Part# 601-2221112-01
Description: X Series Advanced, Monitor/Defibrillator, 12 Lead W/Interp, Pace, SP02, ETC02, BVM, NIBP, CPR Expansion Pack, Remote View RescueNet Live Ready, US 1-5 Units 6-15 Units 16-25 Units 26-99 Units 100+ Units 31,330.69 28,406.49 27,988.75 27,571.01 26,317.78
A.7 Option #4
Part# 601-2231112-01
Description: X Series Advanced, Monitor/Defibrillator, 12 Lead W/Interp, Pace, SP02, SPCO, ETCO2, BVM, NIBP, CPR Expansion Pack, Remote View RescueNet Live Ready, US 1-5 Units 6-15 Units 16-25 Units 26-99 Units 100+ Units 33,389.44 30,273.09 29,827.90 29,382.71 28,047.13
A.8 AED3 BLS, ZOLL AED 3, ENGLISH, AHA
Part# 8502-001103-01
Price: $2,107.51

13. The Agreement shall be amended in Exhibit B Pricing Schedule by adding the following parts and pricing to Section B Core List:

Part Number Description UO List Price Riverside Price
7508-000035-01 X SERIES ADVANCED

UPGRADE KIT, NIBP,

PACE, W/O

MICROPHONE
EA 5,625 3,500
7508-000036-01 X SERIES ADVANCED

UPGRADE KIT, NIBP,

PACE, W/

MICROPHONE
EA 5,625 3,500
8000-000696 ZOLL AED 3 BATTERY
PACK
EA 160.00 120.00
8000-000925 ZOLL AED

SIMULATOR
EA 290.00 217.50
8000-001250 ZOLL AED 3 CARRY
CASE
EA 120.00 90.00
8000-001251 POUCH, BATTERY,
ZOLL AED 3
EA 20.00 15.00
8000-001252 SHOULDER STRAP,

CARRY CASE, ZOLL
AED 3
EA 15.00 11.25
8000-001253 SMALL RIGID PLASTIC

CARRY CASE, ZOLL
AED 3
EA 295.00 221.25
8000-001254 LARGE RIGID PLASTIC

CARRY CASE, ZOLL
AED 3
EA 315.00 236.25

8000-001255 BRACKET, WALL
MOUNT, ZOLL AED 3
EA 55.00 41.25
8000-000393-01 X SERIES CARRY CASE,

PREMIUM
EA 715.85 507.35
8700-000850-40 AUTOPULSE QUICK

CASE, BLUE
EA 509.85 480.15
8400-110041 CASEREVIEW
PREMIUM 1 YEAR

SUBSCRIPTION FOR X
SERIES

EA CURRENT LIST PRICE
8400-110043 CASEREVIEW
PREMIUM 3 YEAR

SUBSCRIPTION FOR X
SERIES

EA CURRENT LIST PRICE
8400-110045 CASEREVIEW
PREMIUM 5 YEAR

SUBSCRIPTION FOR X
SERIES

EA CURRENT LIST PRICE
8400-110141

CASEREVIEW
PREMIUM 1 YEAR

SUBSCRIPTION FOR
AED3

EA CURRENT LIST PRICE
8400-110143

CASEREVIEW
PREMIUM 3 YEAR

SUBSCRIPTION FOR
AED3

EA CURRENT LIST PRICE
8400-110145

CASEREVIEW
PREMIUM 5 YEAR

SUBSCRIPTION FOR
AED3

EA CURRENT LIST PRICE
8400-110071

REMOTE VIEWING
SUBSCRIPTION, 1

YEAR, X SERIES

EA CURRENT LIST PRICE

8400-110073 REMOTE VIEWING
SUBSCRIPTION, 3

YEAR, X SERIES

EA CURRENT LIST PRICE
8400-110075 REMOTE VIEWING
SUBSCRIPTION, 5

YEAR, X SERIES

EA CURRENT LIST PRICE

14. The Agreement shall be amended in Exhibit B Pricing Schedule by deleting Section C in its entirety, and replacing it with the following:

C. The COUNTY shall receive the following percentage discount off ZOLL Medical Corporation’s published price list for all other accessories/supplies not listed in Exhibit B, Sections A and B of this Agreement. Those items not specifically listed are subject to escalation per Section 3.2 of this Agreement.

1. 33% Discount on X Series Accessories/Supplies

2. 33% Discount on E Series Accessories/Supplies

3. 27% Discount on AED Plus & Pro Defibrillators Accessories/Supplies

4. 3% Discount on AutoPulse Units & Accessories/Supplies Please refer to Attachment 1 of this Agreement for manufacturers published price list and details in available items and pricing.

All other Government Agencies authorized to piggyback off this Agreement shall receive the following discount off ZOLL Medical Corporation’s published price list for X Series and X Series Advanced Defibrillators:

1. 23% Discount on X Series and X Series Advanced Defibrillator(s) (1-5 Units) on one Purchase Order.

2. 30% Discount on X Series and X Series Advanced Defibrillator(s) (6-15 Units) on one Purchase Order.

3. 31% Discount on X Series and X Series Advanced Defibrillator(s) (16-25 Units) on one Purchase Order.

4. 32% Discount on X Series and X Series Advanced Defibrillator(s) (26-99 Units) on one Purchase Order.

5. 35% Discount on X Series and X Series Advanced Defibrillator(s) (100+ Units) on one Purchase Order.

15. The Agreement shall be amended by adding Exhibit C ALS/BLS Software Solutions Master Application Service Provider Agreement, attached hereto, to the end of the Amendment

16. Terms and Conditions: All defined terms used but not defined in this Amendment will default to the Agreement. Where the terms of this Amendment and Agreement conflict, this Amendment shall govern.

IN WITNESS WHEREOF, Supplier and Customer have executed this agreement by their duly authorized officer(s) as of the date first above written.

ZOLL Medical Corporation
By:
_______________________________________
Date: __________________
Name:
_____________________________________
Title:
_______________________________________

COUNTY OF RIVERSIDE
By:
_______________________________________
Date: __________________
Name:
_____________________________________
Title:
_______________________________________

EXHIBIT C
ALS/BLS Software Solutions Master Application Service Provider Agreement

1. Orders. ZOLL Medical Corporation (“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, Implementation Services, and Support Services are each, and are collectively, “Services”. The terms and conditions set forth in this Agreement shall only apply to ALS/BLS Software Solutions products that are used with ZOLL Medical Corporation defibrillators. For the sake of clarity, these terms and conditions do not apply to any ZOLL patient care reporting software.

2. Payment. Customer shall pay fees 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 Fees due under this Agreement within thirty (30) days after the date of ZOLL’s invoice. The first invoice will be sent after the Deployment Effective Date. "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 of whether 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 defibrillators 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 of days equal to the delay that ZOLL has caused. Fees are nonrefundable other than as expressly set forth herein. 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 fees) incurred by ZOLL in connection with collection of late payments. Any amounts not paid by Customer when due may result in the forfeiture by Customer, in ZOLL’s sole discretion, of any discounts previously offered by ZOLL. In addition, ZOLL may cease providing any or all of the Services if any invoice is not paid in a timely manner, in which event ZOLL will not be liable to Customer for any damages caused by such cessation. 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 (“Taxes”).

3. ASP Services. “ASP Services” means the hosting and maintenance of ZOLL software, as modified, updated, and enhanced (the “Underlying Software”), for remote electronic access and use by Registered Users on the website 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 are 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. ZOLL will use commercially reasonable efforts to notify Customer within a reasonable period of time prior to the implementation of such changes so that Customer is reasonably informed of alterations 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, nontransferable, non-sublicensable license for Registered Users to access and use the 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”.

3.3. 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 the 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 (f) otherwise use or copy the ASP Services, Software or Documentation in any manner not expressly permitted by the Agreement. Customer agrees not to use the ASP Services in excess of its authorized login protocols. Customer shall immediately notify ZOLL of any unauthorized use of Customer’s login ID, password or account or other breach of security. If Customer becomes 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 their systems; (iv) otherwise attempting to mitigate any harm from such events; and (v) immediately notifying ZOLL of any 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 time the ASP Services are not accessible to Registered Users.

3.4.2. Planned Downtime. “Planned 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 11 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 ZOLL Site, including any software or systems operating on a Customer’s premises (including ZOLL 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 of minutes in the calendar month

3.4.5. Unplanned Downtime Goal. ZOLL shall provide the ASP Services such that there is less than 1% of Unplanned Downtime in a calendar month (the “Unplanned Downtime Goal”). The 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 the contrary in the Agreement, ZOLL may revoke administrative rights, including database access rights, if the use of any such rights results in Downtime.

3.4.7. Customer Content; Security; Backup.

3.4.7.1. Customer Content. As between ZOLL 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 obligations under this Agreement, ZOLL will implement commercially reasonable 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 ZOLL will use commercially reasonable efforts to maintain the integrity of the Customer Content, to back up 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 of any 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 of the Customer Content due to interruption in 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 of this 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 it 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 of receiving 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 the right to destroy the applicable Inactive Customer Content in its possession or under its control. Except for this Section 3.4.7.4, the terms of Section 3.4 (including, without limitation, the Unplanned Downtime Goal) do not apply to Customer’s access of Inactive Customer Content. Customer represents, warrants and agrees that it (A) is solely responsible for determining the retention period applicable to 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.

3.4.8. Remedies. A “Service Credit” means a percentage of the monthly Fee 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 Customer's monthly Fee for such ASP Service that was affected; provided, that Customer (i) requests such Service Credit in writing within 30 days of the end of the 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 (iii) such Unplanned Downtime 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 from time to time at ZOLL’s sole discretion. Customer will be notified of any such changes that are 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 the ability to meet them is influenced by a range of factors including, without limitation, response times and level of cooperation of Customer. Any obligations as to time are therefore on a “reasonable efforts” 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 Fees, except that ZOLL will have no obligation to provide such Support Services if any Fees for ASP Services are past due.

5.1. Support.

5.1.1. Emergency Support. ZOLL shall provide telephone support to Customer for 24 hours a day, 7 days a week, 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 the ASP Servicesin 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 to 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 Hours”) to address all other Errors relating to any Supported ASP Services. Such telephone support will include (i) clarification of functions and features of the Supported ASP Services; (ii) clarification of the Documentation; (iii) guidance in operation of the 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 Hours.

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 electromagnetic 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 of the Supported ASP Services with other media and hardware, software or telecommunication interfaces; or causes other than ordinary use. Any corrections performed by ZOLL for 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 of any 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 having 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 of the 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 the Fees for such Implementation Services paid by Customer for the Implementation Services which gave rise to the breach. The availability of any remedy for a breach of the 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 of the 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. ZOLL does not warrant that Customer’s use of the ASP Services will be error free or uninterrupted. Customer will notify ZOLL in writing of any breach of this warranty with respect to any ASP Services prior to the expiration or termination of the Order for such ASP Services.

If ZOLL 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 of the warranty for the ASP 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 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, WITHOUT 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 IN THIS AGREEMENT, AND THAT NO WARRANTIES ARE MADE BY ANY OF ZOLL’S 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 of the other party and is marked or identified as confidential or is disclosed in circumstances that would lead a reasonable person to

believe such information is confidential (“Confidential Information”) for any purpose not expressly permitted by this Agreement, and will further disclose the Confidential Information of the party disclosing it (“Disclosing Party”) only to the employees or contractors of the party receiving it (“Receiving Party”) who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’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 of a similar nature and with no less than reasonable care. The ASP Services, Software and Documentation shall be ZOLL’s Confidential Information (including without limitation any routines, subroutines, directories, tools, programs, or any other technology included in the 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 Information of the Disclosing Party will terminate when and to the extent the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure 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 of the 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 enforce its rights under this Agreement in connection with a legal proceeding; or (ii) required by law or by the order of a 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.

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 thereof and 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 for 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 under this Section 8.1 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 of any release of the Software other than the most current release made commercially available by ZOLL; (4) any Customer Content; or (5) any modification of any Software or Services or use thereof by any person other than ZOLL or its authorized agents or subcontractors. This Section 8 states ZOLL’s entire liability and the exclusive remedy for any claims of infringement.

8.2. By Customer. Customer shall indemnify, defend and hold ZOLL and its agents, officers, directors and employees (the “ZOLL Parties”) harmless from and against any and all liabilities, losses, expenses, damages and claims (collectively, “Claims”) that arise out of the following except to the extent the Claims are due to the gross negligence, intentional misconduct or breach of this Agreement by the ZOLL Parties: (i) information provided to any of the ZOLL Parties by any of the Customer Parties; (ii) any of the Customer Parties’ use or misuse of any of the Software or Services, including without limitation in combination with Customer’s software or services or third party software or services; (iii) any modifications made by any of the Customer Parties to any of the Software or Services; (iv) infringement by any of the Customer Parties of any third party intellectual property right; (v) Taxes (other than taxes based on ZOLL’s net income) and any related penalties and interest, arising from the payment of the Fees or the delivery of the Software and Services to Customer; and (ix) any violation of laws or regulations, including without limitation applicable export and import control laws and regulations in the use of any of the Software or Services, by any of the Customer Parties.

9. Limitation of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT WILL ZOLL OR ITS

AFFILIATES, SUBCONTRACTORS OR SUPPLIERS, OR ANY OF THEIR OFFICERS OR DIRECTORS, BE LIABLE, EVEN IF 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 THE 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 THE 12- MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. Customer acknowledges that these limitations reflect 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 of any 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 of the foregoing, in and to the following are the exclusive property of ZOLL (or, as the case may be, its subsidiaries, licensors and suppliers): (i) ASP Services, Software, Documentation, and all proprietary technology used by ZOLL to perform its obligations under this Agreement; (ii) all software, tools, 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 the foregoing software programs that can be executed by a computer and used without further compilation (the “Executable Code”); (iv) the human readable version of any of the 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 of the foregoing (the “ZOLL Property”). If any 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 of each Order begins on the effective date of such Order and continues until it expires or is terminated; provided, however,

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 term at least ninety (90) days prior to the expiration of such term. “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 whether 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 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 if the other party materially defaults in the performance of any of its obligations hereunder and fails to 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 that 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 copies of Access Software from Customer’s computers and the computers of its customers and return to ZOLL 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 of such Order had such Order not been terminated during such term minus (y) the sum 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 of the 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 of this 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 this 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.

12.3. Assignments. Customer may not assign or transfer, by operation of law or otherwise (including in connection with a sale of substantially all assets or equity, merger or other change in control transaction), any of its rights under this 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 to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise, and to contract with any third party to 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 or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202 1 (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 be 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 Jury Trial. This Agreement will be governed by and interpreted in accordance with the laws of the State of Colorado without reference to its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement shall be brought in a federal or state court in the State of Colorado, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. EACH

PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

12.7. Remedies. Except as otherwise expressly provided in this Agreement, the 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.

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 will be 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 unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.