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DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 <br /> EXHIBIT C <br /> MAINTENANCE AGREEMENT <br /> THIS MAINTENANCE AGREEMENT("Maintenance Agreement")is made this 4th day of May,2017(the"Effective Date"),by <br /> and between Orange County EMS("Licensee"),and Bradshaw Consulting Services,Inc. ("BCS"),pursuant to that certain Master <br /> Software License and Support Agreement between BCS and Licensee,dated May 4,2017(the"Master Agreement"),the terms and <br /> conditions of which are incorporated herein by this reference. <br /> In consideration of the mutual covenants set forth herein,the Parties agree as follows: <br /> 1. Defined Terms. The terms and conditions set forth in the Master Agreement shall have the same meaning when <br /> used as defined terms in this Maintenance Agreement. <br /> 2. Warranty Date: The warranty will begin upon the completion of a)training,or b)installation completion plus <br /> 20 days,whichever is sooner. <br /> 3. Maintenance Services. Commencing upon the date of installation of each Licensed Product and continuing <br /> thereafter in accordance with the provisions of this Agreement, BCS agrees to provide the following <br /> maintenance services for such Licensed Product("Maintenance Services"): <br /> a. BCS shall correct any failure of the Licensed Product to operate in accordance with the Specifications. <br /> b. BCS shall provide to Licensee any Updates to the Software. <br /> c. BCS shall provide remote technical assistance and consultation to Licensee through its Telephone <br /> Support Services, Monday through Friday, from 8 a.m. to 5 p.m. EST on days not considered to be <br /> recognized as holidays by the Federal Government. Emergency support requests, defined as any <br /> condition that renders the system inoperable shall be answered within 1 hour. <br /> d. BCS shall provide Licensee assistance and consultation based on the support tier assigned to the <br /> request."Support tiers"are defined as the following: <br /> i. "Major" severity shall mean an application issue which requires staff to develop <br /> alternative methods (work-arounds) to continue performing the functions of the <br /> System. BCS will respond to Licensee within one(1)day of notification and will <br /> begin work to resolve the issue within two (2) days of notification and continue <br /> until an acceptable resolution is achieved. <br /> ii. "Minor" severity shall mean a non-critical application issue that does not <br /> immediately impact current operations of the County. BCS will respond to <br /> Licensee within two (2) day of notification and will begin work to resolve the <br /> issue within forty-eight(48)hours of notification and continue until an acceptable <br /> resolution is achieved. <br /> 4. Fees. BCS shall provide Maintenance Services for the Annual Maintenance Fee set forth on the applicable <br /> Schedule. BCS agrees to invoice Licensee annually in advance for the Annual Maintenance Fee at least sixty <br /> (60)days prior to the anniversary of the delivery date for the Licensed Product involved. Licensee shall pay the <br /> invoice within thirty(30)days of the anniversary date. <br /> 5. Licensee may reinstate Maintenance Services for any Licensed Product hereunder by paying a reinstatement <br /> charge consisting of an amount equivalent to the pro rata portion of Annual Maintenance Fee that would have <br /> been due hereunder for the period elapsed since termination of Maintenance Services and a reinstatement fee of <br /> $500. <br /> 6. BCS shall not provide maintenance for third party applications. The functionality and ongoing maintenance of <br /> the SunGard interface is the responsibility of SunGard. <br /> B-9 <br /> CORE/0804998.0008/128897050.2 <br />