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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 />DocuSign Envelope ID: 3A3B749D-89FA-4DD4-AB4B-396224600A6A