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2005 Technical Support Agreement 04/28/2005 13:58 FAX 563 387 9333 ORTIVUS NORTH AMERICA I4J 001/008 f~ ~ -I}, Ç1 ;J 0 ~~ y~~ Ross Hadley Sales Representative Ortivus North America 2324 Sweet Parkway Road Decorah, IA 52101 Phone: 563.~a7.~191. ext.274 Fax: 563.387.9333 ross. had ley@ortivusna.com .. To= Franz I Rod Frone Ross Hadley Fax: 785-309-5736 Pages: 8 Phone: 785-309-5735 Date: 4.28.05 He: Sweet Billing Support Renewal cc~ D U.-gent D For Review 0 Please Comment D Please Reply D Plea~ Reçyçle . Comments= We have received your payment for support renewa~ but we are unable to process the payment without a s;gned support agreement. Please review, sign, and return by fax the following:documenfs: /. . Technical Support Agreement (All 7 pgs) Fax back to: 563-387-9333 Attn: Ross THIS FAX TRANSMISSION IS CONFIDENTIAL INFORMATION THAT IS INTENDED ONLY FOR THE REVIEW OF THE PARTY TO WHOM IT IS ADDRESSED. IF YOU HAVE RECEIVED THIS TRANSMISSION IN ERROR, PLEASE RETURN IT IMMEDIATELY TO THE SENDER WITH A NOTE STATING, "RECEIVED IN ERROR". THANK YOU FOR YOUR COOPERATION. .,T". . 04/28/2005 13:58 FAX 563 387 9333 ORTIVUS NORTH AMERICA I4J 002/008 Ortivus,. INC. TECHNICAL SUPPORT AGREEMENT This Technical Support Agreement ("Agreement") is d~ted as of I 200Í-- by ¡;md between Ortivus, Inc., d/b/a, Ortivus North America, a Delaware CorporatiQ.!l...with pffices at 2324- Sweet Parkway Road, Decorah, Iowa ("Ortivus North AmeJ:k;a") and t:, l}/ df- ~ 41:. (~ 10. 6 vt-'1 r , with offices at 1 tJ U 4.J. . ¡/J-f) fA ({. . ('Customer"). I. Definitions a. The term "Program" shall have the meaning set forth in the Licensing Agreement. b. "Anniversary Date" shall refer to each anniversary ofthe COmmencement Date. c. "Commencement Date" shall refer to the date the Program was delivered to Customer. d. "Licensing Agreement" shall mean the licensing agreement dated between Ortivus North America and Customer. e. IIlnitial Support Term" shall mean the 12-month period commencing on the Commencement Date. f. "Renewal Term" shall mean each 12-month period commencing on the expiration of the Initial Support Term. g. "Ter:hnir:al Support" shall mean those maintenance and technical services described in detail on Schedule A to this Agreement. h. "Supporl"when used without a modifier sha,lI mean Technical Support. II. Affirmation of Licensing Agreement Customer hereby certifies that it has read, agrees with and hereby reaffirms each of the terms and conditions contained in the Licensing Agreement. III. Technical Support Subject to the terms and conditions contained herein, during the Initial Support Term and any applicable Renewal Term, Ortivus North America shall provide to Customer the Technical Support described in Schedule A attached hereto. Ortivus North America's obligations under this Section III with respect to a Renewal Term are contingent upon Customer's timely making the payments required by Section IV.1. IV. Fees and Payment; Renewal of Technical Support 1. Support Fees and Renewal. Customer by purchasing a license to the Program has already paid for Technical Support for the Initial Support Term. Approximately 60 days prior to the expiration of the Initial Support Term, Ortiv(JS North America wíll ínvoice Customer for the upcoming Renewal Term, payable 12 months in advance. Customer may accept Technical Support for the upcoming Renewal Term by paying Ortivus North America's invoice in U.S, Dollars. If Customer fails to pay such invoice prior to the commencement of the Renewal Term, Ortivus North America may immediately, notwithstanding Section VI and wIthout further notice to Customer, terminate and treat this Agreement as terminated. 2. Taxes. Support fees and other charges set forth in this Agreement do not include applicable taxes. In additIon to the fees and charges due Ortivus North America under this Agreement. Customer shall remain liable for and shall pay all local, state, and federal sales, use, excise, personal property, or other similar taxes or duties, and all other taxes, which may now or hereafter be imposed upon this Agreement or possession or use of the Program, excluding taxes based on Ortivus North America's income. Revtsed on 04/11/2005 1 '"Iti..~ 04/28/2005 13:58 FAX 563 387 9333 ORTIVUS NORTH AMERICA I4J 003/008 .1" V. Warranties and LImitations of LIability 1. Limited Performan~e Warranty. Ortivus North America warrants that it will use its reasonable best efforts to ensure that any Support it provides will be performed in a professional and workmanlike manner. OrtiVU5 North America agrees to U$e reasonable efforts to correct any error or defect in its provision of Support under this Agreement. The foregoing warranty and remedy do not expand or extend any limited warranties relating to the Program set forth in the relevant License Agreement THE PROVISIONS OF THIS SECTION SET FORTH THE ENTIRE LIABILITY OF ORTIVUS NORTH AMERICA AND THE SOLE REMEDIES OF CUSTOMER WrrH RESPECT TO ORTIVUS NORTH AMERICA'S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT. 2. Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES, AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL, OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITIY, TITLE, THE CONDITION OF ANY PRODUCT OR SERVICES, OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED. 3. No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ORTIVUS NORTH AMERICA OR ITS SUPPLIERS BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILIlY TO USE THE PROGRAM, EVEN IF ORTIVUS NORTH AMERICA HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 4. Additional Limitation of Liability. IN NO EVENT SHALL ORTIVUS NORTH AMERICA'S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE TECHNICAL SUPPORT PROVIDED UNDER THIS AGREEMENT. VI. Termination Subject to Section IV, if either party defaults in performing any material obligations required under thi::; Agreement, the non-defaulting party may give written notice of its intention to terminate this Agreement. de::;cribing in reasonable detail the default. If the defaulting party fails to remedy such material default within thirty (30) days following such written notice, or if such default is not capable of cure within such thirty (30)-day period, and the defaulting party fails to commence cure procedures within such thirty (30)-day period and diligently prosecute such procedures until the default is cured, then the non-defaulting party may terminate this Agreement. VII. Business Associate Assurances Revised on 04/11/2005 In the event that Ortivus North America is deemed to be a "Business Associate" of Customer, and Customer is a "Covered Entity," as those terms are defined in 45 C.F.R. § 160.103, Ortivus North America shall, effective on or after April 14, 2003, or such other implementation date established by law, carry out its obligations under this Agreement in material compliance with the regulations published at 65 Federal Register 82462 (December 28, 2000) (the "Privacy Regulations") pursuant to Public Law 104.191 of August 21, 1996, known as the Health ,o_pr 2 " 04/28/2005 13:59 FAX 563 387 9333 ORTIVUS NORTH AMERICA I4J 004/008 Insurance Þortability and Accountability Act of 1996, Subtitle F - Administrative Simplification, Sections 261, et seq., as amended ("HI PAA") , to protect the privacy of any personally identifiable. protected health information ("PH I") that is collected, processed or learned in connection with the Technical Support services set forth in Schedule A hereto. In conformity therewith. Ortivus North America agrees that it will use its reasonable best efforts to: Revised on 04/1112005 . Not use or further disclose PHI except (i) as permitted under this Agreement (that is, for those activities specified in Schedule A hereto; and related administrative functions pertaining to these activities): (ii) as required for the proper management and administration of Ortlvus North Ameríca in its capacity as a HIPAA Business Associate of Customer, in the event Ortivus North America is deemed to be a Business Associate of Customer for these specified purposes; or (iii) as requIred by law; . Use appropñate reasonable safeguards to prevent use or disclosure of PHI except as permitted by this Agreement; . Report to Customer any uSe Or disclosure of PHI not provided for by this Agreement of which Ortivus North America becomes aware; . Ensure that any agents or subcontractors to whom Ortivus North America provides PHI, or who have access to PHI, agree to the same restrictions and conditions that apply to Ortivus North America with respect to such PHI; . Make PHI available to the individual who has a right of access as required under HIPAA in the event Ortivus North America maintains any PHI in a designated record set as defined by 45 C.F.R. § 164.501; . Make available for amendment and incorporate any amendments to PHI when notified to do so by Customer in the event that Ortivus North America maintains any PHI in a designated record set as defined by 45 C.F.R. § 164.501 : .. Make available to Customer the information required to provide an accounting of the disclosures of PHI, if any, made by Ortivus North America on Customer's behalf, provided such disclosures are of the type for which an accounting must be made under the Privacy Regulations; .. Make its internal practices. books and records relating to the use and disclosure of Customer's PH] available to the Secretary of the Department of Health and Human Services for purposes of determining Customer's compliance with HIPAA and the Privacy Regulations; and .; At the termination of this Agreement, return or destroy all PHI received from, or created or received by Crows North America on behalf of Customer. In the event the return or destruction of such PHI is infeasible, Ortivus North America's obligations under this section VII shall continue in force and effect so long as Ortivus North America possesses any PHI, notwithstanding the termination of this Agreement for any reason. Notwithstanding any provisions of this Agreement to the contrary, Customer may terminate this Agreement if Customer determines that Ortivus North,America has violated a material term of this Agreement with respect to its functions as a Business Associate. 3, ,-,gY 04/28/2005 13:59 FAX 563 387 9333 ORTIVUS NORTH AMERICA I4J 005/008 VIII. Security Agreement WHEREAS, certain federal regulations at 42 C.F.R., Part 164, Subpart C, entitled .Security Standards for the Protection of Electronic Protected Health Information" and certain definitions in relation thereto at 42 C.F.R. F'art 160, 162 :¡!l"Jd 164 (collectively, the "Security Rule") have been duly promulgated and adopted and take effect (except for .small health plans") on April 20,2005; and NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: A. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the HIPAA Agreement or in the Security Rule. B. If Business Associate creates, receives, maintains, or transmits any Electronic Protected Health Informatíon on Covered Entity's behalf, Business Associate shall: 1. Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic Protected health Information that It creates, receives, maintains, or transmits on behalf of Covered Entity as required by the Security Rule: and Ensure that any agent, including a subcontractor, to whom it provides such information agrees to implement reasonable and appropriate safeguards to protect it; and 2. 3. Promptly report to Covered Entity any Security Incident of which it becomes aware. C. Covered Entity may terminate any and all agreements under which Business Associate creates, receives, maintains, or transmits any Electronic Protected Health Information on behalf of Covered Entity if Covered Entity determines that Business Associate has violated a material term hereof. Such termination shall be in accordance with the procedures set forth in the HIPAA Agreement. D. This Amendment shall take effect on date which is the later ot. (a) the date executed by the last Party to execute this Amendment; or (b) April 20, 2005. E. All other terms and provisions ofthe HIPAA Agreement shall remain in full force and effect. IX, General 1) Entire Agreement. This Agreement and the License Agreement constitute the entire agreement between the parties with respect to the subject matter hereof, and all prior agreements, representations, and statements with respect to such subject matter are superseded hereby. This Agreement may not be altered, modified, amended, changed, rescinded, or discharged in whole or in part, except by written agreement executed by both Customer and Ortivus North America. 2) Assignment. This Agreement may not be assigned by Customer without the prior written consent from Ortivus North America and any attempt to do so without Ortivus North America's permission shall be void. " Revised on 04/11/2005 4 ,."." r¡;z- 04/28/2005 13:59 FAX 563 387 9333 ORTIVUS NORTH AMERICA I4J 006/008 3) Force Majeure. Notwithstanding anything to the contrary in this Agreement, no default, delay or failure to perform on the part of either party shall be considered a breach of this Agreement (other than nonpayment of money or breach of confidentiality provisions) if such default, delay or failure to perform is shown to be due entirely to causes beyond reasonable control of the party charged wíth a default, including, but not limited to, causes such as strikes, lock-outs or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy, or nuclear disasters. 4) Governing Law. The validity and performance of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding that body of law applicable to choice of law. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. Ortivus, Inc., d/b/a Ortivu$ North America, a Delaware Corporation 8y: By: Print Name: Teresa L. Rurodell Print Name: Title:ß n., );;..,.. r re-. "'- A- ¿=-, ~ ;; Customer.J1 I r Site Address: ? ðO Lc), ~ '" ( , ç.:=¡ t~...... I Ie.. ~ . Title: Vice President of Operations Ortivus, Inc. d/b/a Ortivus North America 2324 Sweet Parkway Road Decorah, Iowa 52101 Revised on 04/11/2005 5 .~" cr 04/28/2005 13:59 FAX 563 387 9333 ORTIVUS NORTH AMERICA I4J 007/008 Schedule A This Schedule describes the terms and conditions relating to Technical Support that Ortivus North America provide to Customer during the Initial Support Term and any Renewal Terms. The Technical Support Agreement described into this Schedule does not expand on or change the Program warranty provisions set forth in the License Agreement. Product Updates: From time to time Ortivus North America may develop permanent fixes or solutions to known problems or bugs in the Program and incorporate them in a formal "Update" to the Program. If Customer is receiving Technical Support from Ortivus North America on the general release date for an Update and is not in breach of the Technical Support Agreement, Ortivus North America will provide the Customer with the Update and related documentation, both at no additional charge to the Customer for the update. The customer will be charged for shipping and handling if an update CD is requested and an alternative electronic download method is available. Technical Support Services: Telephone Assistance for Sweet"CAD, Sweet-Billing and Sweet-Field Data. Customer will be given the telephone number for Ortivus North America's support line and will be entitled to contact the support line during normal operating hours, (between 8:00 a.m. and 5 p.m. U.S. Central Standard Time) on regular business days, excluding Ortivus North America holidays, to consult with Ortivus North America Technical Support staff concerning problem resolution, bug reporting, documentation clarification, and general technical guidance. Assistance may include communicating via pcAnywhere, modem, or electronic bulletin board. Sweet-CAD Extended Support. Emergency after hours support is available and should be contacted outside of normal business hours when the dispatching of ambulances is being disrupted by a malfunction of CAD. After hour support information will be provided to the Dispatch Supervisor at the time of training. Web Site Support. Online support is available 24 hours per day, offering Customer the ability to resolve its own problems with access Ortivus North America's most current information. Customer will need to enter its designated user name and password to gain access to the technical support areas on Ortivus North America's Web site. Ortívus North America's technical support areas allow Customer to: (i) search an up-to-date knowledge-base of technical support information, technical tips, and featured functions; (ii) access answers to frequently asked questions (FAa); and (iii) access current program releases and documentation. Software Problem Reporting. Customer may submit to Ortivus North America requests identifying potential problems in the Program. Requests should be in writing and directed to Ortivus North America bye-mail or FAX. Ortivus North America retains the right to determine in its sale discretion the final disposition of all requests, and will inform Customer ofthe disposition of each request. If Ortivus North America decides in its sole judgment to act upon a request, it will do so by providing a bug fix as described above. Exclusions from Technical Support Service5: Ortivus North America shall have nO support obligations with respect to any hardware or software product ("Nonqualified Products") other than the Program. If Ortivus North America provides support services for a problem caused by a Nonqualified Product, Or if Ortivus North America service efforts are increased as a result of a Nonqualified Product, Ortivus North America will charge time and materials for extra service at its CUITent published rates for custom software services. If, in Ortivus North America's sole opinion, performance of Technical SuPPo~de Revised on 0411112005 6 Initials ~ .. 04/28/2005 13:59 FAX 563 387 9333 ORTIVUS NORTH AMERICA I4J 008/008 mOre difficult or impaired because of Nonqualified Products, Ortivus North America shall so notify Customer, and Customer will immediately remove the Nonqllalified Product at its own risk and expense during any efforts to render Technical Support under this Agreement. Customer shaH be solely responsible for the compatibility and functioning of Nonqualified Products with the Program. Customer ResDonsibilities: In connection with Ortivus North America's provision of Technical Support as described in this Exhibit, Customer acknowledges that Customer has the responsibility to do each of the following: 1) Maintain the designated computer system and associated peripheral equipment in good working order in accordance with the manufacturers' specifications, and ensure that any problems reported to Ortivus North America are not due to hardware malfunction; 2) Maintain the designated computer system at the latest code revision level deemed necessary by Ortivus North America for proper operation of the Program; 3) Supply Ortivus North America with access to and use of all information. and facilities determined to be necessary by Ortivus North America to render the Technical Support described in this Exhibit; 4) PertÖrm any test or procedures recommended by Ortivus North America for the purpose of identifying and/or resolving any problems: 5) Maintain a procedure external to the Program for reconstruction of lost or altered files, data, programs to the extent deemed necessary by Customer; 6) At all Umes follow routine operator procedures as specified in the Documentation; 7) Remain solely responsible at all times for the safeguarding of Customer's proprietary, confidential. and classified information; and 8) Ensure that the designated computer syst~m is isolated from any process links or anythIng else that could cause harm before requesting or receiving remote support assistance. Definitions of 45 C. F.R. § 160.103 Individually identifiable health information is information that is a subset of health information, including demographic information collected from an individual, and: 1) Is created Or received by a health care provider, health plan; employer, or health Care dearinghouse;and . 2) Relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an Individual; or the past. present, or future payment for the provision of health care to an individual; and (i) That identifies the individual; or (ii) With respect to which there is a reasonable basis to believe the information can be used to identify the individual. IHDOO9 Revised on 04/1112005 7 InilialS~ ',. '...' 04/29/2005 15:11 FAX 7853095738 . . CITY OF SALINA I4J 001 TRANSMISSION OK TX/RX NO CONNECTION TEL SUBADDRESS CONNECTION ID ST. TIME USAGE T PGS. SENT RESULT ********************* *** TX REPORT *** ********************* 2759 915633879333 ORTIVUS NORTH AM 04/29 15:08 02'28 8 OK