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ZOLL Data Systems, Inc. Sales Order #: MASTER SOFTWARE LICENSE AGREEMENT Payment Terms: Customer will pay to ZOLL an amount equal to 33% of the TOTAL SOFTWARE & IMPLEMENTATION (EXCL MAINT) amount indicated above on the Effective Date. A second payment equal to 33% of the TOTAL SOFTWARE & IMPLEMENTATION (EXCL MAINT) amount shall be paid by Customer Prior to the date of deployment of the Software. The remaining balance equal to 34% of TOTAL SOFTWARE & IMPLEMENTATION (EXCL MAI" will be paid within 30 days of Customer's receipt and approval of ZOLL's invoice for such balance, which invoice shall be issued upon the satisfactory completion of all services. Any amounts not paid when due may result in the forfeiture of any discounts offered on the Effective Date. Satisfactory completion of services is determined as the date that the Onsite Installation Verification and Exceptions Report is signed by the City. Maintenance Fees: Maintenance for all Software is without charge for 90 days from the Deployment Date. Thereafter, the Customer will pay ZOLL an annual Maintenance Fee of 20% of the total combined Service Fees for the customization of the Software performed by ZOLL pursuant to this MSLA or a Statement of Work (SOW), if any, and the then current list price for the Software, excluding discounts. Maintenance for the initial purchase of the Software will not increase beyond the 20% stipulated above. Maintenance fees for additional Software purchased during the life of this Agreement are 20% of the total combined Services Fees for customization of the Software performed by ZOLL pursuant to a Statement of Work (SOW), if any, and the then current list price for the software, excluding discounts. Maintenance Fees for third party software are set by the software vendor. Service Fees: Service Fees are specified in this MSLA and for additional services will be specified in each subsequent SOW. Customer will also reimburse ZOLL for all reasonable out -of- pocket expenses (including travel and accommodation expenses) incurred by ZOLL in providing the Services. Scope of License: Software licensed on a per site or per mobile unit basis as indicated above may not be installed or used at greater than the number of sites indicated or used by more than the number of concurrent users indicated, as applicable. It is permissible for the Customer to install the Software on one additional mobile unit, which will be kept in reserve status, and only used when a frontline unit is down for maintenance. Tax Exempt Status: The Customer is tax exempt or pays state taxes directly, and prior to invoicing, the Customer will provide ZOLL with a copy of a current tax exemption certificate issued by Customer's state taxing authority for the given jurisdiction. Expiration: The terms of this MSLA expire if the MSLA is not signed by the Customer and ZOLL by November 30, 2012. The person signing below represents and warrants that she or he has the authority to bind Customer to the terms of this MSLA. By signing below, the parties agree to the terms and conditions of this MSLA. Once signed, any reproduction of this MSLA, or any attachment or exhibit hereto, made by reliable means (for example, photocopy or facsimile) is considered an original and all Software, Services and Maintenance Services ordered and provided under this MSLA will be subject to it. ZOLL Dat Systems, Inc. Signa u Name: Kevin A. Tapply Title: Vice President - Sales Date: ' I I go / San Marcos, TX, City of Name: ll\amd R. Nuse, P.E. Title: City Manager Date: Page 2 of 7 Customer Initials: