HomeMy WebLinkAboutP-24-525 ZIRO Technologies Inc.pdf Docusign Envelope ID: EC923336-AD57-44DE-864A-16D68892B3F1
c0 County of Fresno
INTERNAL SERVICES DEPARTMENT
Facilities• Fleet•Graphics• Purchasing •Security•Technology
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PROCUREMENT AGREEMENT
Agreement Number P-24-525
September 27, 2024
ZIRO Technologies, Inc.
1010 Sherbrooke St. West Ste 1820
Montreal, QC H3a2r7 Can
The County of Fresno (County) hereby contracts with ZIRO Technologies, Inc. (Contractor)to provide self-
provisioning software in accordance with the text of this agreement, Attachment"A", Attachment"B",
Attachment"C", and Reverse RFP 24-032, by this reference made a part hereof.
TERM: This Agreement shall become effective October 1, 2024 and shall remain in effect through
September 30, 2025.
EXTENSION: This Agreement may be extended for two (2)additional one (1)year periods by the mutual
written consent of all parties.
MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County
reserves the right to increase or decrease orders or quantities.
CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment"B"
attached, at the rates set forth in Attachment"B".
ORDERS: Orders will be placed on an as-needed basis by Internal Services—IT under this contract.
PRICES: Prices shall be firm for the contract period.
MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of One
Hundred Ninety-Five Thousand Three Hundred Dollars ($195,300.00).
ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as
deemed necessary. Such additions shall be made in writing and signed by both parties.
DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be
delivered complete as specified. All orders placed before Agreement expiration shall be honored under the
terms and conditions of this Agreement.
DEFAULT: In case of default by Contractor, the County may procure the articles/services from another
source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any
other legal means available to the County. The prices paid by County shall be considered the prevailing
market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not
meet specifications, will be at the expense of Contractor.
333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110
*The County of Fresno is an Equal Employment Opportunity Employer*
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September 27, 2024
INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing
instructions included in each order referencing this Agreement. The Agreement number must appear on all
shipping documents and invoices. Invoice terms shall be Net 45 Days.
INVOICE TERMS: Net forty-five (45) days from the receipt of invoice.
TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30) days written
notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory
services or supplies provided to the date of termination.
LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they
be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel
engaged in service covered by this Agreement.
AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased
goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible
condition all books, documents, papers, data files and other records related to its performance under this
contract. Such records shall be complete and available to Fresno County, the State of California, the federal
government or their duly authorized representatives for the purpose of audit, examination, or copying during
the term of the contract and for a period of at least three years following the County's final payment under the
contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records
must be retained in the manner described above until all pending matters are closed.
LIABILITY: The Contractor agrees to:
Pay all claims for damage to property in any manner arising from Contractor's operations under this
Agreement.
Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and
employees from any and all claims for damage or other liability, including costs, expenses (including
attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected
with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this
Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages,
liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or
damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under
this Agreement.
INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any
third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following
insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
arrangement or Joint Powers Agreement (JPA)throughout the term of the Agreement:
A. Commercial General Liability: Commercial general liability insurance with limits of not less than Two
Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars
($4,000,000). This policy must be issued on a per occurrence basis. Coverage must include products,
completed operations, property damage, bodily injury, personal injury, and advertising injury. The
Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents,
employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the
operations under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County is excess only
and not contributing with insurance provided under the Contractor's policy.
B. Automobile Liability: Automobile liability insurance with limits of not less than One Million Dollars
($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include any auto
used in connection with this Agreement.
C. Professional Liability: Professional liability insurance with limits of not less than One Million Dollars
($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). If this is a
claims-made policy, then (1)the retroactive date must be prior to the date on which services began
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September 27, 2024
under this Agreement; (2)the Contractor shall maintain the policy and provide to the County annual
evidence of insurance for not less than five years after completion of services under this Agreement; and
(3) if the policy is canceled or not renewed, and not replaced with another claims-made policy with a
retroactive date prior to the date on which services begin under this Agreement, then the Contractor shall
purchase extended reporting coverage on its claims-made policy for a minimum of five years after
completion of services under this Agreement.
D. Worker's Compensation: Workers compensation insurance as required by the laws of the State of
California with statutory limits.
E. Technology Professional Liability(Errors and Omissions): Technology professional liability (errors and
omissions) insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and in
the aggregate. Coverage must encompass all of the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks.
F. Cyber Liability: Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000) per
occurrence. Coverage must include claims involving Cyber Risks. The cyber liability policy must be
endorsed to cover the full replacement value of damage to, alteration of, loss of, or destruction of
intangible property (including but not limited to information or data)that is in the care, custody, or control
of the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security Breach, which may
include Disclosure of Personal Information to an Unauthorized Third Party; (ii) data breach; (iii) breach of
any of the Contractor's obligations under Exhibit A of this Agreement; (iv) system failure; (v)data
recovery; (vi)failure to timely disclose data breach or Security Breach; (vii)failure to comply with privacy
policy; (viii) payment card liabilities and costs; (ix) infringement of intellectual property, including but not
limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy, including release
of private information; (xi) information theft; (xii)damage to or destruction or alteration of electronic
information; (xiii) cyber extortion; (xiv) extortion related to the Contractor's obligations under this
Agreement regarding electronic information, including Personal Information; (xv)fraudulent instruction;
(xvi)funds transfer fraud; (xvii)telephone fraud; (xviii) network security; (xix)data breach response costs,
including Security Breach response costs; (xx) regulatory fines and penalties related to the Contractor's
obligations under this Agreement regarding electronic information, including Personal Information; and
(xxi) credit monitoring expenses.
Additional Requirements Relating to Insurance:
Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of
Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only
insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall
apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers,
agents and employees shall be excess only and not contributing with insurance provided under Contractor's
policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30)days
advance written notice given to County.
Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts
paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely
responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of
subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not
Contractor obtains such an endorsement.
Within Thirty (30) days from the date Contractor signs and executes this Agreement, Contractor shall provide
certificates of insurance and endorsement as stated above for all of the foregoing policies, as required
herein, to the County of Fresno, Internal Services-IT, 333 W. Pontiac Way, Clovis, CA 93612, stating
that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers,
agents and employees will not be responsible for any premiums on the policies; that such Commercial
General Liability insurance names the County of Fresno, its officers, agents and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Agreement are concerned;
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September 27, 2024
that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-
insurance, maintained by County, its officers, agents and employees, shall be excess only and not
contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be
cancelled or changed without a minimum of thirty (30) days advance, written notice given to County.
Certificates of Insurance are to include the contract number at the top of the first page.
In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County
may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of
such event.
All policies shall be with admitted insurers licensed to do business in the State of California. Insurance
purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or
better.
COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish
proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence.
INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor
under this Agreement, it is mutually understood and agreed that Contractor, including any and all of
Contractor's officers, agents, and employees will at all times be acting and performing as an independent
contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint
venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise
or direct the manner or method by which Contractor shall perform its work and function. However, County
shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations
in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable
provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over
matters the subject thereof.
Because of its status as an independent contractor, Contractor shall have absolutely no right to employment
rights and benefits available to County employees. Contractor shall be solely liable and responsible for
providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor
shall be solely responsible and save County harmless from all matters relating to payment of Contractor's
employees, including compliance with Social Security, withholding, and all other regulations governing such
matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to
others unrelated to the County or to this Agreement.
NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or
duties under this Agreement without the written consent of the other party.
AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County
with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments,
writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature
whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set
forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both
parties.
INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this
Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the
text of this Agreement and Attachment"A" (excluding Attachment"B" and Attachment"C"), (2)Attachment
"B" and (3)Attachment"C".
GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the
State of California. Venue for any action shall only be in County of Fresno.
P-24-525 ZIRO Technologies Inc
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ZIRO Technologies, Inc.
September 27, 2024
ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic
signature as provided in this section.
A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement
to represent their signature, including but not limited to (1)a digital signature; (2) a faxed version of an
original handwritten signature; or(3) an electronically scanned and transmitted (for example by PDF
document)of a handwritten signature.
B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid
original handwritten signature of the person signing this Agreement for all purposes, including but not
limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and
effect as the valid original handwritten signature of that person.
C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in
the Uniform Electronic Transaction Act(Civil Code, Division 3, Part 2, Title 2.5, beginning with section
1633.1).
D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of
Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other
party may rely upon that representation.
This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means
and either party may sign this Agreement with an original handwritten signature.
Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or
USPS.
Please refer any inquiries in this matter to Heather Stevens, Purchasing Analyst, at 559-600-7110 or
heastevens(a)fresnocountyca.gov.
FOR THE COUNTY OF FRESNO
signedlckur
Riley Blackburn Datlea1ly 2024.10.03y07:39:Riley23a0T00n
Riley Blackburn
Purchasing Manager
333 W. Pontiac Way
Clovis, CA 93612
P-24-525 ZIRO Technologies Inc
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ZIRO Technologies, Inc.
September 27, 2024
CONTRACTOR TO COMPLETE:
Company:
ZIRO Technologies ,Inc.
Type of Entity:
❑ Individual ❑ Limited Liability Company
❑ Sole Proprietorship ❑ Limited Liability Partnership
❑ Corporation ❑ General Partnership
1010 Sherbrooke Street West, Unit 1820 Montreal QC 1-13A 2R7
Address City State Zip
514-940-1480 sales@goziro.com
TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS
Print Name & David Perlis coo
Title: Print Name &Title:
DocuSigned by:
5A�U/�,
Signature: 706A=511A8428... Signature:
ACCOUNTING USE ONLY
ORG No.: 8905
Account No.: 7309
Requisition No.: 8905250117
(7/2024)
P-24-525 ZIRO Technologies Inc
r+_..._a.. .-c r,__..- -
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ATTACHMENT A- DATA SECURITY
A. Definitions.
Capitalized terms used in this Attachment A have the meanings set forth in this section A.
"Authorized Employees" means the Contractor's employees who have access to Personal
Information.
"Authorized Persons" means: (i) any and all Authorized Employees; and (ii)any and all of the
Contractor's subcontractors, representatives, agents, outsourcers, and consultants, and providers of
professional services to the Contractor, who have access to Personal Information and are bound by law or
in writing by confidentiality obligations sufficient to protect Personal Information in accordance with the
terms of this Attachment A.
"Director" means the County's Director of Internal Services/Chief Information Officer or his or her
designee.
"Disclose" or any derivative of that word means to disclose, release, transfer, disseminate, or
otherwise provide access to or communicate all or any part of any Personal Information orally, in writing, or
by electronic or any other means to any person.
"Person" means any natural person, corporation, partnership, limited liability company, firm, or
association.
"Personal Information" means any and all information, including any data provided, or to which
access is provided, to the Contractor by or upon the authorization of the County, including but not limited to
vital records, that: (i) identifies, describes, or relates to, or is associated with, or is capable of being used to
identify, describe, or relate to, or associate with, a person (including, without limitation, names, physical
descriptions, signatures, addresses, telephone numbers, e-mail addresses, education, financial matters,
employment history, and other unique identifiers, as well as statements made by or attributable to the
person); (ii) is used or is capable of being used to authenticate a person (including, without limitation,
employee identification numbers, government-issued identification numbers, passwords or personal
identification numbers (PINs), financial account numbers, credit report information, answers to security
questions, and other personal identifiers); or is personal information within the meaning of California Civil
Code section 1798.3, subdivision (a), or 1798.80, subdivision (e). Personal Information does not include
publicly available information that is lawfully made available to the general public from federal, state, or local
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government records.
"Privacy Practices Complaint" means a complaint received by the County relating to the
Contractor's (or any Authorized Person's) privacy practices, or alleging a Security Breach. Such complaint
shall have sufficient detail to enable the Contractor to promptly investigate and take remedial action under
this Attachment A.
"Security Safeguards" means physical, technical, administrative or organizational security
procedures and practices put in place by the Contractor(or any Authorized Persons)that relate to the
protection of the security, confidentiality, value, or integrity of Personal Information. Security Safeguards
shall satisfy the minimal requirements set forth in subsection C.(5) of this Attachment A.
"Security Breach" means (i)any act or omission that compromises either the security,
confidentiality, value, or integrity of any Personal Information or the Security Safeguards, or(ii) any
unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or
damage to, any Personal Information.
"Use" or any derivative thereof means to receive, acquire, collect, apply, manipulate, employ,
process, transmit, disseminate, access, store, disclose, or dispose of Personal Information.
B. Standard of Care.
(1)The Contractor acknowledges that, in the course of its engagement by the County under this
Agreement, the Contractor, or any Authorized Persons, may Use Personal Information only as permitted in
this Agreement.
(2)The Contractor acknowledges that Personal Information is deemed to be confidential information
of, or owned by, the County (or persons from whom the County receives or has received Personal
Information) and is not confidential information of, or owned or by, the Contractor, or any Authorized
Persons. The Contractor further acknowledges that all right, title, and interest in or to the Personal
Information remains in the County(or persons from whom the County receives or has received Personal
Information) regardless of the Contractor's, or any Authorized Person's, Use of that Personal Information.
(3)The Contractor agrees and covenants in favor of the County that the Contractor shall: (i) keep
and maintain all Personal Information in strict confidence, using such degree of care under this Subsection
B as is reasonable and appropriate to avoid a Security Breach; (ii) Use Personal Information exclusively for
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the purposes for which the Personal Information is made accessible to the Contractor pursuant to the terms
of this Attachment A; (iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal
Information for the Contractor's own purposes or for the benefit of anyone other than the County, without
the County's express prior written consent, which the County may give or withhold in its sole and absolute
discretion; and (iv) not, directly or indirectly, Disclose Personal Information to any person (an "Unauthorized
Third Party") other than Authorized Persons pursuant to this Agreement, without the Director's express prior
written consent.
Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it, or any
Authorized Person, is required to disclose Personal Information to government regulatory authorities, or
pursuant to a legal proceeding, or otherwise as may be required by applicable law, the Contractor shall (a)
immediately notify the County of the specific demand for, and legal authority for the disclosure, including
providing the County with a copy of any notice, discovery demand, subpoena, or order, as applicable,
received by the Contractor, or any Authorized Person, from any government regulatory authorities, or in
relation to any legal proceeding, and (b) promptly notify the County before such Personal Information is
offered by the Contractor for such disclosure so that the County may have sufficient time to obtain a court
order or take any other action the County may deem necessary to protect the Personal Information from
such disclosure, and the Contractor shall cooperate with the County to minimize the scope of such
disclosure of such Personal Information.
The Contractor shall remain liable to the County for the actions and omissions of any Unauthorized
Third Party concerning its Use of such Personal Information as if they were the Contractor's own actions
and omissions.
C. Information Security.
(1)The Contractor covenants, represents and warrants to the County that the Contractor's Use of
Personal Information under this Agreement does and shall at all times comply with all federal, state, and
local, privacy and data protection laws, as well as all other applicable regulations and directives, including
but not limited to California Civil Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and
the Song-Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3, beginning with
section 1747). If the Contractor Uses credit, debit, or other payment cardholder information, the Contractor
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shall at all times remain in compliance with the Payment Card Industry Data Security Standard ("PCI DSS")
requirements, including remaining aware at all times of changes to the PCI DSS and promptly
implementing and maintaining all procedures and practices as may be necessary to remain in compliance
with the PCI DSS, in each case, at the Contractor's sole cost and expense.
(2)The Contractor covenants, represents and warrants to the County that, as of the Effective Date,
the Contractor has not received notice of any violation of any privacy or data protection laws, as well as any
other applicable regulations or directives, and is not the subject of any pending legal action or investigation
by, any government regulatory authority regarding same.
(3)Without limiting the Contractor's obligations under subsection C.(1) of this Attachment A, the
Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than accepted industry
practices and, at a minimum, include the following: (i) limiting Use of Personal Information strictly to the
Contractor's and Authorized Persons' technical and administrative personnel who are necessary for the
Contractor's, or Authorized Persons', Use of the Personal Information pursuant to this Agreement; (ii)
ensuring that all of the Contractor's connectivity to the County computing systems will only be through the
County's security gateways and firewalls, and only through security procedures approved upon the express
prior written consent of the Director; (iii)to the extent that they contain or provide access to Personal
Information, (a)securing the Contractor's business facilities, data centers, paper files, servers, back-up
systems and computing equipment, operating systems, and software applications, including, but not limited
to, all mobile devices and other equipment, operating systems, and software applications with information
storage capability; (b) employing adequate controls and data security measures with respect to the
Contractor Facilities and Equipment), both internally and externally, to protect (1)the Personal Information
from potential loss or misappropriation, or unauthorized Use, and (2)the County's operations from
disruption and abuse; (c) having and maintaining network, device application, database and platform
security; (d) maintaining authentication and access controls within media, computing equipment, operating
systems, and software applications; and (e) installing and maintaining in all mobile, wireless, or handheld
devices a secure internet connection, having continuously updated anti-virus software protection and a
remote wipe feature always enabled, all of which is subject to express prior written consent of the Director;
(iv) encrypting all Personal Information at advance encryption standards of Advanced Encryption Standards
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(AES) of 128 bit or higher(a) stored on any mobile devices, including but not limited to hard disks, portable
storage devices, or remote installation, or(b) transmitted over public or wireless networks (the encrypted
Personal Information must be subject to password or pass phrase, and be stored on a secure server and
transferred by means of a Virtual Private Network(VPN) connection, or another type of secure connection,
all of which is subject to express prior written consent of the Director); (v)strictly segregating Personal
Information from all other information of the Contractor, including any Authorized Person, or anyone with
whom the Contractor or any Authorized Person deals so that Personal Information is not commingled with
any other types of information; (vi) having a patch management process including installation of all
operating system/software vendor security patches; (vii) maintaining appropriate personnel security and
integrity procedures and practices, including, but not limited to, conducting background checks of
Authorized Employees consistent with applicable law; and (viii) providing appropriate privacy and
information security training to Authorized Employees.
(4) During the term of each Authorized Employee's employment by the Contractor, the Contractor
shall cause such Authorized Employees to abide strictly by the Contractor's obligations under this
Attachment A. The Contractor further agrees that it shall maintain a disciplinary process to address any
unauthorized Use of Personal Information by any Authorized Employees.
(5)The Contractor shall, in a secure manner, backup daily, or more frequently if it is the
Contractor's practice to do so more frequently, Personal Information received from the County, and the
County shall have immediate, real time access, at all times, to such backups via a secure, remote access
connection provided by the Contractor, through the Internet.
(6)The Contractor shall provide the County with the name and contact information for each
Authorized Employee (including such Authorized Employee's work shift, and at least one alternate
Authorized Employee for each Authorized Employee during such work shift)who shall serve as the
County's primary security contact with the Contractor and shall be available to assist the County 24 hours
per day, seven days per week as a contact in resolving the Contractor's and any Authorized Persons'
obligations associated with a Security Breach or a Privacy Practices Complaint.
D. Security Breach Procedures.
(1) Promptly, and without undue delay, upon the Contractor's confirmation of a Security Breach, the
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Contractor shall (a) notify the Director of the Security Breach, such notice to be given first by telephone at
the following telephone number, followed promptly by email at the following email address: (559) 600-5900
/incidents(a-)fresnocountyca.gov (which telephone number and email address the County may update by
providing notice to the Contractor), and (b) preserve all relevant evidence (and cause any affected
Authorized Person to preserve all relevant evidence) relating to the Security Breach. The notification shall
include, to the extent reasonably possible, the identification of each type and the extent of Personal
Information that has been, or is reasonably believed to have been, breached, including but not limited to,
compromised, or subjected to unauthorized Use, Disclosure, or modification, or any loss or destruction,
corruption, or damage.
(2) Immediately following the Contractor's notification to the County of a Security Breach, as
provided pursuant to subsection D.(1) of this Attachment A, the Parties shall coordinate with each other to
investigate the Security Breach. The Contractor agrees to fully cooperate with the County, including,
without limitation: (i) assisting the County in conducting any investigation; (ii) providing the County with
physical access to the facilities and operations affected; (iii)facilitating interviews with Authorized Persons
and any of the Contractor's other employees knowledgeable of the matter; and (iv) making available all
relevant records, logs, files, data reporting and other materials required to comply with applicable law,
regulation, industry standards, or as otherwise reasonably required by the County. To that end, the
Contractor shall, with respect to a Security Breach, be solely responsible, at its cost, for all notifications
required by law and regulation, and the Contractor shall provide a written report of the investigation and
reporting required to the Director within 30 days after the Contractor's discovery of the Security Breach.
(3)The County shall promptly notify the Contractor of the Director's knowledge, or reasonable
belief, of any Privacy Practices Complaint, and upon the Contractor's receipt of notification thereof, the
Contractor shall promptly address such Privacy Practices Complaint, including taking any corrective action
under this Attachment A, all at the Contractor's sole expense, in accordance with applicable privacy rights,
laws, regulations and standards. In the event the Contractor discovers a Security Breach, the Contractor
shall treat the Privacy Practices Complaint as a Security Breach. Within 24 hours of the Contractor's receipt
of notification of such Privacy Practices Complaint, the Contractor shall notify the County whether the
matter is a Security Breach, or otherwise has been corrected and the manner of correction, or determined
Docusign Envelope ID: EC923336-AD57-44DE-864A-16D68892B3F1
Procurement Agreement#P-24-525
ATTACHMENT A - DATA SECURITY
not to require corrective action and the reason therefor.
(4)The Contractor shall take prompt corrective action to respond to and remedy any Security
Breach and take reasonable mitigating actions, including but not limiting to, preventing any reoccurrence of
the Security Breach and correcting any deficiency in Security Safeguards as a result of such incident, all at
the Contractor's sole expense, in accordance with applicable privacy rights, laws, regulations and
standards. The Contractor shall reimburse the County for all reasonable costs incurred by the County in
responding to, and mitigating damages caused by, any Security Breach, including all costs of the County
incurred in relation to any litigation or other action described in subsection D.(5)of this Attachment A to the
extent applicable: (1)the cost of providing affected individuals with credit monitoring services for a specific
period not to exceed 12 months, to the extent the incident could lead to a compromise of the data subject's
credit or credit standing; (2) call center support for such affected individuals for a specific period not to
exceed 30 days; and (3)the cost of any measures required under applicable laws.
E. Oversight of Security Compliance.
(1)The Contractor shall have and maintain a written information security policy that specifies
Security Safeguards appropriate to the size and complexity of the Contractor's operations and the nature
and scope of its activities.
(2) Upon the County's written request, to confirm the Contractor's compliance with this Attachment
A, as well as any applicable laws, regulations and industry standards, the Contractor grants the County or,
upon the County's election, a third party on the County's behalf, permission to perform an assessment,
audit, examination or review of all controls in the Contractor's physical and technical environment in relation
to all Personal Information that is Used by the Contractor pursuant to this Agreement. The Contractor shall
fully cooperate with such assessment, audit or examination, as applicable, by providing the County or the
third party on the County's behalf, access to all Authorized Employees and other knowledgeable personnel,
physical premises, documentation, infrastructure and application software that is Used by the Contractor for
Personal Information pursuant to this Agreement. In addition, the Contractor shall provide the County with
the results of any audit by or on behalf of the Contractor that assesses the effectiveness of the Contractor's
information security program as relevant to the security and confidentiality of Personal Information Used by
the Contractor or Authorized Persons during the course of this Agreement under this Attachment A.
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ATTACHMENT A - DATA SECURITY
(3)The Contractor shall ensure that all Authorized Persons who Use Personal Information agree to
the same restrictions and conditions in this Attachment A. that apply to the Contractor with respect to such
Personal Information by incorporating the relevant provisions of these provisions into a valid and binding
written agreement between the Contractor and such Authorized Persons, or amending any written
agreements to provide same.
F. Return or Destruction of Personal Information.
Upon the termination of this Agreement, the Contractor shall, and shall instruct all Authorized
Persons to, promptly return to the County all Personal Information, whether in written, electronic or other
form or media, in its possession or the possession of such Authorized Persons, in a machine readable form
used by the County at the time of such return, or upon the express prior written consent of the Director,
securely destroy all such Personal Information, and certify in writing to the County that such Personal
Information have been returned to the County or disposed of securely, as applicable. If the Contractor is
authorized to dispose of any such Personal Information, as provided in this Attachment A, such certification
shall state the date, time, and manner(including standard) of disposal and by whom, specifying the title of
the individual. The Contractor shall comply with all reasonable directions provided by the Director with
respect to the return or disposal of Personal Information and copies thereof. If return or disposal of such
Personal Information or copies of Personal Information is not feasible, the Contractor shall notify the County
accordingly, specifying the reason, and continue to extend the protections of this Attachment A to all such
Personal Information and copies of Personal Information. The Contractor shall not retain any copy of any
Personal Information after returning or disposing of Personal Information as required by this section F. The
Contractor's obligations under this section F survive the termination of this Agreement and apply to all
Personal Information that the Contractor retains if return or disposal is not feasible and to all Personal
Information that the Contractor may later discover.
G. Equitable Relief.
The Contractor acknowledges that any breach of its covenants or obligations set forth in this
Attachment A may cause the County irreparable harm for which monetary damages would not be adequate
compensation and agrees that, in the event of such breach or threatened breach, the County is entitled to
seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief
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ATTACHMENT A - DATA SECURITY
that may be available from any court, in addition to any other remedy to which the County may be entitled
at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other
remedies available to the County at law or in equity or under this Agreement.
H. Indemnification.
The Contractor shall defend, indemnify and hold harmless the County, its officers, employees, and
agents, (each, a "County Indemnitee")from and against any and all infringement of intellectual property
including, but not limited to infringement of copyright, trademark, and trade dress, invasion of privacy,
information theft, and extortion, unauthorized Use, Disclosure, or modification of, or any loss or destruction
of, or any corruption of or damage to, Personal Information, Security Breach response and remedy costs,
credit monitoring expenses, forfeitures, losses, damages, liabilities, deficiencies, actions,judgments,
interest, awards, fines, and penalties (including regulatory fines and penalties), costs or expenses of
whatever kind, including attorney's fees and costs, the cost of enforcing any right to indemnification or
defense under the Agreement and the cost of pursuing any insurance providers, arising out of or resulting
from any third party claim or action against any County Indemnitee in relation to the Contractor's, its
officers, employees, or agents, or any Authorized Employee's or Authorized Person's, performance or
failure to perform under this Attachment A or arising out of or resulting from the Contractor's failure to
comply with any of its obligations under this section H. The provisions of this section H do not apply to the
acts or omissions of the County. The provisions of this section H are cumulative to any other obligation of
the Contractor to, defend, indemnify, or hold harmless any County Indemnity under this Agreement. The
provisions of this section H shall survive the termination of this Agreement.
I. Survival.
The respective rights and obligations of the Contractor and the County as stated in this Attachment
A shall survive the termination of this Agreement.
J. No Third Party Beneficiary.
Nothing express or implied in the provisions of in this Attachment A is intended to confer, nor shall
anything herein confer, upon any person other than the County or the Contractor and their respective
successors or assignees, any rights, remedies, obligations or liabilities whatsoever.
L. No County Warranty.
Docusign Envelope ID: EC923336-AD57-44DE-864A-16D68892B3F1
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ATTACHMENT A - DATA SECURITY
The County does not make any warranty or representation whether any Personal Information in the
Contractor's (or any Authorized Person's) possession or control, or Use by the Contractor(or any
Authorized Person), pursuant to the terms of this Agreement is or will be secure from unauthorized Use, or
a Security Breach or Privacy Practices Complaint.
Docusign Envelope ID: EC923336-AD57-44DE-864A-16D68892B3F1
County of Fresno
Procurement Agreement#P-24-525 ATTACHMENT B
PREPARED FOR
Heather Stevens Purchasing Analyst Internal Services Department I Purchasi
Erin Jones I Staff Analyst Internal Services Department Administration
co
4
FRES
ZIRO
Platform for
Coisco UC (ZPC)
PREPARED BY
Randee Barrer, Account Manager
Georges-Robert Aime, Solutions Engineering Specialist
July 24th, 2024
1010 Sherbrooke Street West Tel:Free:+ 844 900 ZiRr
Unit 1820 Toll Free:+1 844 940 1600
Montreal,QC H3A 2R7 Roziroxom
Docusign Envelope ID: EC923336-AD57-44DE-864A-16D68892B3F1
c;ounty of rresno
Procurement Agreement#P-24-525 ATTACHMENT B
Table of Contents
SituationOverview................................................................................................................4
Proposed Solution and Benefits.............................................................................................4
KeyBenefits..........................................................................................................................5
Interactive360 View................................................................................................................... 5
No Jobs or Templates Required.................................................................................................. 5
Troubleshoot Misconfigurations in Seconds.............................................................................. 5
Standardization and Consistency............................................................................................... 5
ITSM Integration (ex. ServiceNow)............................................................................................. 5
Dial Plan Management in CUCM and Active Directory(LDAP).................................................. 5
Self-Service................................................................................................................................. 5
Other Noteworthy Features....................................................................................................... 6
AutomationModule..............................................................................................................7
Proactive Provisioning and Deprovisioning................................................................................ 7
BulkProvisioning........................................................................................................................ 7
Simple and Powerful ServiceNow Integration through RESTful APIs......................................... 7
Control Module— Reporting and Analytics.............................................................................8
Technical Requirements ........................................................................................................9
VMRequirements....................................................................................................................... 9
Call Detail Record(CDR) Disk Requirements.............................................................................. 9
Example of hard disk space required per millions of call records ........................................... 9
NetworkRequirements............................................................................................................. 10
Technical Assumptions........................................................................................................ 11
OwnerUser ID Field.................................................................................................................. 11
User Primary Extension Field.................................................................................................... 12
Unique Set of Device Pools per Site.......................................................................................... 12
Automation Module Requirements.......................................................................................... 13
Whatis included?................................................................................................................ 14
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License...................................................................................................................................... 14
Installation & Configuration Review........................................................................................ 14
General Training (remotely through Webex):.......................................................................... 14
Pricing................................................................................................................................. 15
Subscription Pricing (Annual Payment).................................................................................... 15
Contacts.................................................................................................................................... 15
CustomerApproval................................................................................................................... 15
Software Support & End User License Agreement................................................................ 16
AboutZIRO.......................................................................................................................... 17
ZIRO Platform for Microsoft Teams (ZPM)............................................................................ 18
Z 1 R r Make IT Hassle-Free FSN02-240321-ZPC
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Situation Overview
County of Fresno operates a Cisco Unified Communications environment: CUCM, Unity, Jabber
IM&P, UCCX with 10,000 users/devices. The process for managing day to day operations within
Cisco backend applications is difficult and time-consuming leaving experienced technical team
members with less time for troubleshooting and projects. By implementing the ZIRO Platform for
Cisco UC (ZPC), County of Fresno can reduce cost and complexity, standardize configurations,
and reduce errors when performing moves adds and changes. In addition, ZIRO's ZIRO Platform
Automation Module and REST API offers many possibilities for 0-touch provisioning and
automated ticket processing. There is an amazing opportunity to remove user provisioning from
level 1 to 3 and even leverage end users to perform tasks through self-serve.
Proposed Solution and Benefits
ZIRO Platform for Cisco UC (ZPC) is a revolutionary tool that removes the complexity associated
with moves, additions, and changes of telephony users within Cisco applications such as Cisco
Unified Communication Manager, Unity Connection, and IM/Presence server. Our tool brings
immediate financial benefits while standardizing operations and business processes. ZPC allows
organizations to innovate through automation, optimization, and efficiency by enabling any
resources to execute daily telephony operations.
Z I R(' Make IT Hassle-Free FSN02-240321-ZPC
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Key Benefits
Interactive 360 View
Provide your helpdesk with the simplest user experience possible through an Interactive 360'
View. Empower them to easily view and update all services for any given user from a single
screen without needing to navigate through different pages or menus.
No Jobs or Templates Required
Provision or deprovision users without fumbling through templates or jobs. All changes are done
from the single Interactive 360' View with the click of a button.
Troubleshoot Misconfigu rations in Seconds
ZPC provides users with instant feedback for fields that are misconfigured or do not follow your
company's standards. This allows you to quickly identify potential issues or misconfigurations
and correct them instantly.
Standardization and Consistency
Enforce standardization and constancy throughout your organization via flexible site-based
configurations with feedback on services that do not match your company's standard.
ITSM Integration (ex. ServiceNow)
Build your own automated workflows or integrate ZPC to an Identity Management or ITSM
software such as ServiceNow via the RESTful API.
Dial Plan Management in CUCM and Active Directory (LDAP)
Stop wasting time consulting complicated route plan reports or updating outdated spreadsheets
to identify available extensions or DIDs. The ZPC Dial Plan Manager works like an airplane seat
selector, showing you all the available & unavailable extensions to easily the next available
number to assign. Automatically push those details down to Active Directory (ex. ipPhone/
telephoneNumber) ensuring that your corporate directory is always up-to-date and in sync with
your UC environment.
Self-Service
The Self-Serve Portal empowers end users to manage their own services, drastically reducing
requests to your helpdesk:
• Voicemail PIN Resets
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• Extension Mobility PIN Resets
• Rearrange BLFs and Speed Dials through a Drag n' Drop Interface
• Destination Changes for Call Forward
• Destination Changes for Single Number Reach
Other Noteworthy Features
• Phone Model Swap -Swap phone models and migrate existing configuration (including
button configurations) within seconds.
• Agent Provisioning &Skilling—Setup Agents in UCCX with all necessary configurations (ex.
IPCC extension, skilling, associating app users, call recording options) through the 360 View
within seconds.
• Automatic Phone Button Template Management— Make changes to button layouts without
having to deal with cumbersome phone button templates.
• Audit Trail -Tracks in comprehensive details of all moves, adds, and changes made in your
system.
• Role-based Access Control— Push MACDs to the frontline to help desk level or even facility
managers responsible for dedicated sites, reducing overall tickets and liberating time to work
on more valuable projects.
• Customizable interface—Customize the ZPC look and feel match your corporate brand colors
and have the self-serve page include your logo.
Z I R CJ Make IT Hassle-Free FSN02-240321-ZPC
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Automation Module
The Automation Module allows your organization to further leverage the power of ZPC to
automatically handle multiple provisioning and deprovisioning requests. This zero-touch
automation means removing all involvement from the helpdesk when provisioning or
deprovisioning users.
Proactive Provisioning and Deprovisioning
With Automatic provisioning, ZPC takes a pro-active approach in automatically onboarding any
newly activated LDAP user or offboarding any deactivated user. This eliminates any potential
miscommunication between different teams (ex. HR, AD, UC) and eliminates any potential
delays.
The moment a user is added and synchronized to your UC environment; they are automatically
provisioned with UC services using the business intelligence in ZIRO PROVIONING FOR CISCO UC.
The moment a user becomes an Inactive LDAP Synchronized User in CUCM, they are
automatically identified and deprovisioned.
Bulk Provisioning
The time required for a migration or site deployment in Cisco UC goes from hours to minutes.
ZIRO's bulk provisioning tool allows your engineering team to efficiently build a large number of
users in Cisco UC in a single action. By leveraging a single spreadsheet with minimal information,
ZIRO PROVIONING FOR CISCO UC can create primary extensions, voicemails, and devices per
user in no time at all.
Simple and Powerful ServiceNow Integration through RESTful APIs
The Automation Module includes a REST API that can drastically simplify automated workflows
interacting with ZIRO Provisioning. For example, ServiceNow catalog items can be automatically
processed through workflows that can provision or deprovision end users with a single API call to
ZIRO Provisioning.
Z I R(' Make IT Hassle-Free FSN02-240321-ZPC
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Control Module — Reporting and Analytics
Gain important insights and extract more value from your UC environment with the Control
Module through reporting and analytics:
• Dial Plan Inventory Identify DID shortages before you run out, order new numbers when
and where you need them
• Deskphone Inventory-A global inventory of your deskphones and their registration status
at your fingertips.
• Orphaned Device Report- Identify devices that are no longer in use to free up your
unused Cisco licenses.
• Device Utilization- See what people are using and better understand the rate of adoption
of the various UC services, based Call Detail Reports (CDRs).
• License Optimizer— Understand how your licenses are being used and how they can be
optimized.
• Call Logs—Provides simple and intuitive call logs gathered from your CUCM CDRS
• Global Directory report— Easily identify your global directory and quickly identify your
misconfigurations by comparing the DIDs in your CUCM against LDAP directory.
• Custom SQL reporting to CUCM—Ability to run a custom SQL query against your CUCM,
e.g. getting hunt group membership.
Z I R(' Make IT Hassle-Free FSN02-240321-ZPC
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Procurement Agreement#P-24-525 ATTACHMENT B
Technical Requirements
VM Requirements
ZIRO will work with you to install an .ovf image of ZPC on your environment (VMware ESK
version 6.5). The minimal virtualized server requirements (Up to 50,000 endpoints) are:
• 2vCPU
• 8G of RAM
• 120GB of disk space
Call Detail Record (CDR) Disk Requirements
Users who wish to import CDR data to use with the Reporting module will need to alter the
Virtual Machine's hard disk. We recommend adding an extra 3GB of disk space per 1M call
records.
ZPC supports a maximum of 40M CDR data entries.
Example of hard disk space required per millions of call records
. . Space
10,000,000 150 GB
25,000,000 195 GB
40,000,000 240 GB
Not sure how many call records you will need to store?
You can shut down the Virtual Machine at any time and resize the hard disk as you go. ZPC
will warn you when the disk reaches 75% of its capacity.
Z I R f' Make IT Hassle-Free FSN02-240321-ZPC
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Network Requirements
• Remote Access to ZPC via VPN, Citrix or similar.
• Web & SSH Access to ZPC server
• Access to ZPC Applications: CUCM, CUC, CUP/CUCM-IM&P 11.x or above
AD/LDAP CUCM Cluster IM&Presence Cluster CUC Cluster PCCE or UCCX Cluster
0 0 0 0
\ REST 8443
SOAP/AXL 8443 HTTPS 443 REST/HTTPS 443
HTTP5443
SOAP/AXL 8443
HTTPS443
LDAPS 636
LDAP 389
StackB Support
Z I R
VHTTP
TTPS443,8443,8444
SH 22
80
HTTPS443
HTTP 80
r
r
End Users Admin Users Stack8 Support
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Technical Assumptions
Owner User ID Field
For ZPC to run optimally and provide the best possible experience, a user's devices (ex.
Deskphone, Jabber Phones, SNR) must have the Owner User ID set to show correctly in the 3600
View.
HUMEME
Desk phones associated to an end user without the Owner User ID set are shown as Associated
Public Phones
a
sc v
ASSOCiated P-.,Clic Phor�c_.
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User Primary Extension Field
ZPC displays the user's Primary Extension in CUCM as part of the 3600 View. These numbers
must must be unique across the entire environment (all CUCMs). In other words, ZPC does not
support provisioning two users with the same primary extension.
36o°Vi— a.
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If the primary extension is not set, ZPC will load a dialog asking the user to select it upon
navigating to the 3600 View of the End User
0
No Primary Extension Assigned
Please select the user's Primary Extension:
Unique Set of Device Pools per Site
In a typical ZPC configuration, there is a unique pool per site. This will allow ZPC to automatically
determine the site of the user. It is possible to have multiple device pools (sites) per physical
location or city. For example, a site could mean a building floor, wing, or campus.
Z I R(' Make IT Hassle-Free FSN02-240321-ZPC
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Automation Module Requirements
• LDAP Users Only- Only LDAP users can be automatically provisioned or deprovisioned;
local users need to be provisioned manually via ZIRO Provisioning.
• 1-Click Provisioning- Only services that are setup for 1-Click Provisioning in ZPC can be
provisioning through Zero-Touch.
• No Agent Provisioning—Agent provisioning must be done manually via ZIRO Provisioning.
• Primary Extension Provisioning- Only the primary extension gets automatically
provisioned.
• Line 1 Only- Only line 1 of the devices are automatically provisioned with the user's
primary extension.
• Dial Plan Extensions - Extensions are set by picking the next available extension from the
dial plan group(s) associated to the LDAP filter.
• New Users Only- Only users with no services get automatically provisioned, users with
some services are ignored.
• Deprovisioning of 360 View Services-The automatic deprovisioning will leverage the
360' view to determine the user's primary extension, voicemail, and associated devices.
ZIRO Make IT Hassle-Free FSN02-240321-ZPC
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What is included?
License
A license will be provided for a specified number of users and public space devices as described
in the pricing section.
Installation & Configuration Review
ZIRO will deploy the application in the customer's environment. The initial configuration
performed by ZIRO will include one (1) cluster, three (3) ZPC sites and fifteen (15) DN/DID
groups. The deployment will be of the latest official release of the software. Training on admin-
specific tasks, such as cluster and site creation, DN/DID management is performed at this stage.
General Training (remotely through Webex):
ZIRO will hold one general training session with up to three (3) system administrators that can be
recorded and provided to attendees upon request. The general training is focused on day-to-day
MAC operations.
Note:No training material will be developed for this project. Training will be delivered live with
ZIRO trainers, using the customer's environment.
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Pricing
The licenses are based on users and public space devices configured in Cisco's Unified
Communication Manager.
Subscription Pricing (Annual Payment)
Total Seats: 10,000
7SW 471US 0-1000 1000
$ 1.20 $ 1,200.00
SWZR042US 1001-2500 1500
$ 0.65 $ 975.00
SWZR043US 2501-5000 2500
$ 0.50 $ 1,250.00
SWZR044US 5000+ 5000
$ 0.40 $ 2,000.00
Support& Maintenance included with Monthly: $ 5,425.00
Subscription licenses Annual: $ 65,100.00
3-Year Total: $195,300.00
Currency: USD
• The subscription price is for a 3-year contract, paid annually.
• Installation, Configuration, and Training are included as per section "What's Included" on page 14.
• Pricing is valid for 30 days.
• Applicable taxes are not included.
Contacts
. . . .
Customer Approval
Signature:
Name:
Title:
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Software Support & End User License Agreement
ZIRO provides telephone support Monday-Friday from Sam to 5pm ET.
Online access (portal) is available 24x7.
By accepting the fees above, County of Fresno agrees to the terms of the End User License &
Annual Support & Maintenance Agreements contained in the document 24.08.15 NRN ZIRO-
ZPC Software Support and EULA .
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About ZIRO
Ever since we began our journey, we have always believed that people should be able to get
what they want—that anything is possible, no excuses, no surprises.
That approach has never steered us or our clients wrong. In fact, it helped us simplify Cisco UC
over the past decade. Today we offer additional solutions that include Gartner Magic Quadrant
leaders like Microsoft, Zoom, and RingCentral just to name a few.
We remain committed as ever to making unified communications hassle-free by helping
organizations run their UC infrastructure with the tools they need and the services they want
without having to worry about connecting the dots or doing any heavy lifting.
By combining world-class managed services with intuitive provisioning software, we are able to
offer best-in-class solutions that mitigate the risk and complexity of finding, buying,
implementing, and supporting UC systems no matter the vendor or combination of vendors.
And with a satisfaction rating of 95% and CSAT scores of 90%, it is not hard to see why our
customers love us so much. Our customers are our biggest fans because we are their biggest
fans. That is because unlike VARs or Telcos, we do not merely try to meet expectations, we do
whatever it takes to delight and amaze.
You will not find a team more committed to your success.
Scout's honor!
We're ZIRO. We make UC hassle-free.
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ZIRO Platform for Microsoft Teams (ZPM)
Did you know ZIRO, your favorite UC Provisioning and Automation tool is now available for
Microsoft Teams. Using ZPC? Ask us about how you can toggle from Cisco to Microsoft
Provisioning with ease. Have questions regarding a Cisco to Microsoft Teams Migration? Check in
with ZIRO on how to streamline the migration process and move users from one UC platform to
the other with ease.
ZIRO makes managing a Teams Phone System the most
straightforward thing on your to-do list.
With the ZIRO Platform for Microsoft(ZPM),you can offload ® ®
day-to-day Teams provisioning tasks to your helpdesk without
worrying about complicated templates or accessing the
Microsoft Teams Admin Center.
360 000
INTERACTIVE 360= LICENSE NO EXCEL,JOBS, ROLE BASED EASY
VIEW MANAGEMENT OR TEMPLATES ACCESS TROUBLESHOOTING
View and update all Easily assign Teams Breakaway from Limit user access to Quickly identify
services from a single licenses(ex.Phone managing your UC the numbers your potential issues or
screen without System,E3,E5)as platform using helpdesk can and misconfigurations
navigating through your workforce spreadsheets,jobs, should manage. and correct them
pages or menus. changes. and templates. instantly.
Automate DID Porting
Are you tired of rejected port requests and lost days?ZIRO
streamlines the entire process.ZPM's intuitive user interface
ensures your helpdesk can efficiently request porting.ZPM's real-
O
time validation eliminates back-and-forth,saves time,and
reduces errors.
Gain complete transparency to the status of port orders placed
with ZIRO.
m
Z i R r Make IT Hassle-Free FSN02-240321-ZPC
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I r
END USER LICENSE AGREEMENT
READ BEFORE USING: Carefully read the terms of this End User License Agreement (the "EULA" or the "Agreement")
before installing,copying,or Using the Software(as defined below).This EULA constitutes a binding agreement between
You and ZIRO Technologies, Inc. ("ZIRO") and contains the terms and conditions of Use of ZIRO Software that shall apply
to any access to the Software. By Using the Software,You agree to be bound by the terms of the EULA.If You are entering
into this EULA on behalf of a Customer, You represent that You have the authority to bind the entity You represent. If
You do not have such authority or if You do not agree to the terms of the EULA,You shall cease immediately all Use of
the Software and You may uninstall and return the Software to ZIRO and destroy any remaining copy of the Software in
your possession.
1. Definitions.The following terms when used in this EULA shall have the following meaning:
"Authorized Users" means the natural persons authorized by the Customer to Use the Software on its behalf.
"Customer Termination" has the meaning set forth in Section 7 below.
"Documentation" is the ZIRO user or technical manuals, training materials,
specifications, release notes or other documentation applicable to the Software if and
where available.
"Entitlement" means the license details, including license metric, duration, and quantity provided in the final
proposal or quotation issued by ZIRO to Customer.
"License" has the meaning set forth in Section 2 below.
"License Term" has the meaning defined in Section 7 below.
"Parties"or"Party"shall mean both the Customer and ZIRO,or either of them.
"Software" means the ZIRO provisioning software and computer programs as identified in the Entitlement,and any
Upgrades licensed to You by ZIRO.
"Trial Product" has the meaning defined in Section 3 below.
"Upgrades" means all updates, minor update, maintenance release, version update, bug fixes, error corrections,
enhancements and other modifications to the Software, provided by ZIRO under a Software Support and
Maintenance Agreement or otherwise, and backup copies thereof.
"Use"or"Using" means to download, install, activate,access or otherwise use the Software.
"You"and "Your"or"Customer" means the legal entity licensing or Using or allowing the Use of the Software by its
Authorised Users under this EULA.
2. Right to Use.Subject to the payment of the applicable fees detailed in the Entitlement by the Customer and to
the compliance with this EULA and all applicable laws by the Customer and all its Authorized Users,ZIRO grants
the Customer a limited,non-exclusive and non-transferable license to Use object code versions of the Software
and the Documentation solely for the Customer's internal operations and in accordance with the Entitlement
and the Documentation (the"License").
If the Software is licensed for a specific number of Authorized Users, the License is valid solely for the specific
number of Authorized Users.
3. Trial Product. If the Customer licenses the Software or receives any ZIRO product for trial purposes or other
limited,temporary use as authorized by ZIRO ("Trial Product"),the Customer's Use of the Trial Product is only
permitted for the period limited by the license key or otherwise stated by ZIRO in writing. If no evaluation
period is identified by the license key or in writing,then the evaluation license is valid for twenty(20)days from
the date the ZIRO product is made available to the Customer.The Customer will be invoiced for the list price of
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the Trial Product if it fails to return such Trial Product or stops Using it by the end of the evaluation period.All
terms of this EULA, where applicable, will apply to the trial. Notwithstanding the foregoing, ZIRO does not
assume any liability arising from any use of the Trial Product. Neither the Customer nor its Authorized Users
may publish any results of benchmark tests run on the Trial Product without first obtaining the written approval
of ZIRO.The Customer authorizes ZIRO to use any feedback or ideas it provides ZIRO in connection with its Use
of the Trial Product.
4. Audit. During the License Term for the Software and for a period of three (3) years after its expiration or
termination,the Customer will take reasonable steps to maintain complete and accurate records of its use of
the Software sufficient to verify compliance with this EULA. No more than once per twelve (12) month period,
the Customer will allow ZIRO and/or its auditors the right to examine such records and any applicable books,
systems and accounts, upon fourteen (14) days' advanced written notice, during the Customer's normal
business hours to ensure that the Customer has complied with all the terms and conditions hereof. If the audit
discloses underpayment of License fees with respect to the specific number of Authorized Users,the Customer
will pay retroactively such License fees for any unauthorized Use, plus the reasonable cost of the audit within
thirty(30)days of receipt of written notice. The License fees shall be increased to reflect the actual number of
Authorized Users going forward.
5. Assignment. Neither Party may assign this Agreement, in whole or in part, without the other Party's prior
written consent,except that either Party may assign this Agreement without the other's consent in the case of
a merger, reorganization,acquisition,consolidation,or sale of all,or substantially all,of its assets. In the event
Customer assigns this Agreement in accordance with this Section 5, prior written notice shall be sent to ZIRO,
including all relevant information pursuant to assignee. Any attempt to assign this Agreement other than as
permitted herein will be null and of no effect.Without limiting the foregoing,this Agreement will ensure to the
benefit of and bind the Parties' respective successors and permitted assigns.All assignees shall comply with all
terms and conditions of this Agreement.
6. Force Maieure. Neither Party will be responsible for non-performance or delays in performing any of its
obligations under this Agreement resulting from events beyond the reasonable control of such Party,including:
acts of God, natural disasters,acts of civil or military authority,fire,floods,epidemics,,energy crises,war,acts
of terrorism, and riots ("Events of Force Majeure") provided that the nonperforming party uses commercially
reasonable efforts to avoid or remove such causes of non-performance gives a notice to the other Party as soon
as possible of the occurrence of an Event of Force Majeure, and continues performance hereunder with
reasonable dispatch as soon as such causes are removed. If the Event of Force Majeure causes a delay in
performance of an obligation or the exercise of a right hereunder, the period to perform such obligation or
exercise such right shall be extended for a period equal to the period during which the Event of Force Majeure
delayed such performance.
7. Term and Termination. If the Software is licensed for a specified term, this EULA is effective on the date the
Software is made available for download or installation and continues until the end of the specified term,unless
otherwise terminated in accordance with this Section ("License Term"). You may terminate the EULA at any
time by providing ZIRO with written notice of such termination date ("Customer Termination).This EULA will
immediately terminate if either party breaches its terms, or if You fail to pay any undisputed portion of the
applicable License fees and You fail to cure that payment breach within thirty(30)days of notice.
8. Effects of termination.Customer acknowledges and agrees that it shall not be reimbursed for any License fees
already paid in the event of Customer Termination.Upon the expiration or termination of this License,all grants
pursuant to this License shall be terminated and Customer shall stop and shall cause to be stopped any Use of
the Software and shall destroy or cause to be destroyed the foregoing. Customer agrees to provide forthwith
to ZIRO a statement executed (verified if so requested by ZIRO) by a duly authorised officer of Customer
attesting that all such material has been returned or destroyed. ZIRO does not anticipate retaining any
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Customer information during the License Term; notwithstanding the foregoing, ZIRO shall return all Your
information, if any, maintained by ZIRO within thirty(30)days of termination.
9. Ownership.ZIRO or its licensors retain ownership of all intellectual property rights in and to the Software and
Documentation, including copies, improvements, enhancements, derivative works and modifications thereof.
Your rights to Use the Software and Documentation are limited to those expressly granted by this
EULA. Nothing herein shall be construed as and have the effect of granting or transferring to any person
whomsoever any intellectual property right,title or interest in and to the Software and Documentation.
The Software may contain code which is distributed under any of the many known variations of open source license
terms,including terms which allow the free distribution and modification of the relevant software's source code or
which require all distributors to make such source code freely available upon request, including any contributions
or modifications made by such distributor(collectively, "Open Source Software") and excluding the obligation,for
ZIRO,to make its own code, program, image or text which may include Open Source Software freely available.You
undertake to abide to said license terms of Open Source Software.
10. Use by Authorized Users. You may permit a natural person to be an Authorized User of the Software and to
Use the Software if such Use is solely (i) on Your behalf, (ii) for Your internal operations in the course of the
Customer's everyday business, and (iii) in compliance with this EULA. You agree that You are liable for any
breach of this EULA by that third party.
11. Limitations and Restrictions.You will not and will not allow a third party to:
a. transfer, sublicense, or assign Your rights under this License to any other person or entity unless
expressly authorized by ZIRO in writing or under this EULA;
b. modify, adapt or create derivative works of the Software or Documentation unless expressly
authorized by ZIRO in writing;
c. reverse engineer,decompile,decrypt,disassemble or otherwise attempt to derive the source code
for the Software;
d. make the functionality of the Software available to third parties,whether as an application service
provider,or on a rental,service bureau,cloud service, hosted service, or other similar basis unless
expressly authorized by ZIRO in writing;
e. remove, modify, or conceal any product identification, copyright, proprietary, trademark,
intellectual property notices or other marks on or within the Software;
f. use the Software for illegal purposes; or
g. cause or permit the disabling or circumvention of any security mechanism contained in or
associated with the Software.
12. Representations and Warranties.
a.ZIRO warrants that(a)the Software will,under normal use,function substantially in accordance with
the Documentation, (b) ZIRO will deliver to You Software free from any disabling codes, viruses,
programs, or programming devices designed to modify, delete, damage or disable the Software or
Your data, (c) all remote access to Your systems which is required for installation and setup of the
Software shall be performed through VPN and shall be terminated upon completion of the installation.
b.ZIRO represents and warrants that: (a) it has full power and authority to enter into this Agreement, (b) it
owns the Software, (c) it has the right and authority to grant to You the rights and licenses set forth
herein,(d)on the date hereof,the Software does not infringe any registered U.S. intellectual property
rights including copyrights, trade-marks, patents and computer software and database rights, (e) on
the date hereof,the Open Source Software does not restrict Your right to use the Software;and (f)the
Software complies with the applicable laws.
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13. Disclaimers and Limitation of Liability.
a. Except as expressly set forth above and to the fullest extent permitted by applicable laws, ZIRO
and its licensors provide the Software "as is" and expressly disclaim all warranties, conditions or
other terms, whether express, implied or statutory, including without limitation, warranties,
conditions or other terms regarding merchantability, fitness for a particular purpose, design,
condition, capacity, performance, title, and non-infringement. ZIRO gives no warranty, express or
implied,with respect to(a)the uninterrupted or free from errors,defects,viruses or other harmful
elements operation of the Software; (b) Your computer equipment, its operation and that of its
hardware and software components as well as their compatibility with the Software; and (c) the
benefits,financial or otherwise,real or anticipated,positive or not,resulting or likely to result from
the use of the Software.
b. To the maximum extent permitted under applicable laws, neither party, its affiliates, employees,
partners, or agents shall be liable to the other or to any third party for any indirect, consequential
or incidental damages, losses or, expenses of any kind, whether loss of goodwill, loss of profits,
business interruption,computer failure or malfunction or otherwise arising out of or resulting from
the Software, however caused, even if the applicable party, its affiliates, employees, partners or
agents have been advised of the possibility of such damages, losses, or expenses. This disclaimer
constitutes an essential part of this agreement and no use of the Software is authorized except
under this disclaimer.
c. Except for the introduction of viruses,worms, malware or ransomware,to the extent permitted by
law,the entire liability of ZIRO for any and all claims, losses, damages and expenses arising under
or relating to the provision of ZIRO services, notwithstanding the form (e.g., contract, tort, or
otherwise) in which any action is brought, shall be limited to the aggregate amount that the
Customer paid to ZIRO under this EULA and the Entitlement within the twenty twenty-four (24)
months period immediately preceding the accrual of such claim.
14. Indemnification by Customer.You agree to defend ZIRO, its subsidiaries, affiliates and/or their respective
successors and assigns,officers,directors, employees, agents, licensors, representatives,advertisers, business
and promotional partners, operational service providers, suppliers, resellers and contractors (the "ZIRO
Indemnified Parties") against any and all claims, demands and/or actions and indemnify and hold the ZIRO
Indemnified Parties harmless from and against any and all losses, damages, costs and expenses (including
reasonable attorneys'fees),resulting from any breach or violation of this EULA,infringement,misappropriation
or any violation of the rights of any third party, violation or noncompliance with any law or regulation, the
breach or violation of any term or condition of Your agreement with us, any use, alteration or export of the
Software or otherwise in connection with this EULA.ZIRO reserves the right to assume, at ZIRO's expense,the
exclusive defense of any claims or actions and all negotiations for settlement or compromise,and You agree to
fully cooperate with ZIRO upon request.
15. Indemnification by ZIRO.ZIRO agrees to defend Customer, its subsidiaries, affiliates and/or their respective
successors and assigns,officers,directors,employees,agents,and representatives(the"Customer Indemnified
Parties")against any and all claims,demands and/or actions and indemnify and hold the Customer Indemnified
Parties harmless from and against any and all losses, damages, costs and expenses (including reasonable
attorneys' fees), resulting from any breach or violation of this EULA. ZIRO shall defend, at its expense, any
action (or portions thereof) brought against Customer solely on a claim that the Software infringes upon
any registered U.S. intellectual property rights including copyrights, trade-marks, patents and computer
software and database rights ZIRO will indemnify and hold harmless Customer against damages and costs,
including attorneys' fees, penalties and interest following an award against Customer on such actions
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directly attributable to such claims; provided that ZIRO is given prompt written notice of such claim,
reasonable assistance from Customer and sole authority to defend or settle such claim.
16. Upgrades and Additional Copies of Software. Notwithstanding any other provision of this EULA, Customer is
not permitted to Use Upgrades unless Customer, at the time of acquiring such Upgrade, already holds a valid
license to the original version of the Software, and has paid the applicable fee to ZIRO under the Support and
Maintenance Terms and Conditions attached hereto as Schedule A. Unless otherwise provided in the
Documentation,Customer is hereby authorized to make and Use additional copies solely for backup purposes,
where backup is limited to archiving for restoration purposes.
17. Support and maintenance.Any support and maintenance of the Software shall be governed by,and subject to
the terms and conditions provided in the Support and Maintenance Terms and Conditions attached hereto as
Schedule A.
18. Integration. If any portion of this EULA is found to be void or unenforceable, the remaining provisions of the
EULA shall remain in full force and effect. Except as expressly stated or as expressly amended in a signed
agreement,the EULA constitutes the entire agreement between the parties with respect to the license of the
Software and supersedes any conflicting or additional terms contained in any purchase order or elsewhere, all
of which terms are excluded.The Parties agree that the English version of the EULA will govern in the event of
a conflict between it and any version translated into another language.
19. Schedules incorporated.The schedules to this Agreement and all appendices thereto are incorporated into and
constitute an integral part of this Agreement.
20. Governing Law. This Agreement shall be governed by the laws of the State of California without regard to its
conflict of laws provisions. To resolve any legal dispute arising from this Agreement, You and ZIRO agree to
submit the dispute to a court of competent jurisdiction in State of California.ZIRO does not represent that the
Software is appropriate or available for use in all countries. ZIRO prohibits accessing materials from countries
or states where contents are illegal. Both parties are responsible for compliance with all applicable laws.
21. Insurance.ZIRO shall comply with all the insurance requirements in Attachment A to this Agreement.
22. Confidentiality. All services performed by ZIRO under this Agreement shall be in strict conformance with all
applicable Federal,State of California,and/or local laws and regulations relating to confidentiality.
IN WITNESS WHEREOF,the parties have caused their duly authorized representatives to execute this Agreement as of
the date specified in Section 7.
ZIRO TECHNOLOGIES INC.
By: By: County of Fresno
Name: Name: Riley Blackburn
Title: Title: Purchasing Manager
Docusign Envelope ID: EC923336-AD57-44DE-864A-16D68892B3F1
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SCHEDULE A
SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT
The following Terms and Conditions(the"Terms and Conditions"or the"Agreement")constitute a binding
agreement between you (hereinafter, "You" or the "Customer") ZIRO Technologies Inc., or its affiliates
("ZIRO") and shall govern the delivery of any Software Support and Maintenance Services by ZIRO to
Customer.This Agreement forms part of,and is governed by the End User License Agreement(the"EULA")
between ZIRO and Customer. Customer's acceptance of the EULA confirms the acceptance of this
Agreement.
1. DEFINITIONS.
Unless otherwise defined in these Terms and Conditions,capitalized terms shall have the meanings set forth
in the EULA.
1.1. "Customer Contact" means the authorized individual with whom ZIRO communicates when
providing Services.The Customer Contact may be an employee or a consultant providing services
to the Customer. The Customer Contact must be knowledgeable about the Software and the
operating environment.The Customer may change the name of the Customer Contact by written
notice to ZIRO.
1.2. "Maintenance Release" means all patches and bug fixes designed to correct any functional
problem or deficiency in the Software.These are released from time to time at the discretion of
ZIRO. ZIRO defines the Maintenance Releases for a specified software version as being those
releases with the same software version number in the first two positions,and any number in the
third position (e.g.,any version numbered 2.0.x would be a Maintenance Release for version 2.0).
1.3. "Minor Update" means all functional and/or feature enhancements that are incorporated and
released at the discretion of ZIRO from time to time, to improve and/or otherwise enhance the
product(s) functionality. ZIRO defines all Minor Updates as being those releases with a version
number other than zero in the second position (e.g.,2.1 or 2.2.).
1.4. "Relevant Production Instance"means the version of the Software as purchased by the Customer
under the EULA and any invoice related thereto, as modified from time to time at the sole
discretion of ZIRO by applicable Maintenance Releases or Minor Updates, if any.
1.5. "Version Update" means a significant change in the software functionality and/or architecture
deemed by ZIRO to be so and is represented as a change to the first number in the software
version number(e.g.,2.0 to 3.0, or 2.5 to 3.0,or 2.7 to 3.1).
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2. SCOPE OF AGREEMENT.
2.1. Subject to the terms and conditions of this Agreement and Customer's compliance with the EULA,
ZIRO hereby agrees to provide to the Customer and the Customer hereby purchases from ZIRO
the Software Support and Maintenance Services described under"Appendix 1,Scope of Coverage
-Software Support and Maintenance Services" hereto(the"Software Support and Maintenance
Services").
2.2. The Software Support and Maintenance Services shall only cover and apply to the Relevant
Production Instance.Additional coverage may be purchased by Customer as an option,subject to
further discussions between Customer and the ZIRO account manager responsible forthe account
of Customer.
2.3. The following tasks and services are NOT covered under this Agreement:
(a) User training;
(b) Travel and living costs to the Customer's site,
(c) The interaction with software or firmware and hardware not provided by ZIRO and any
custom software provided by ZIRO;
(d) Any software or hardware problems resulting from any third-party software or hardware
failure;
(e) Any extraordinary expenses; ZIRO reserves the right to charge for unusual or excess
telephone, shipping, handling, media or user manual expenses in connection with the
performance of this Agreement;All extraordinary expenses will be communicated to the
Customer in advance.
3. EXCLUSIONS.
3.1. The Software Support and Maintenance Services do not encompass and ZIRO will have no
obligation of any kind to provide Software Support and Maintenance Services for defects,
problems or bugs caused by or arising out of any of the following(each, an "Excluded Error"):
(a) installation, repair, relocation, addition, alteration, modification or enhancement of the
Software performed by parties other than ZIRO;
(b) use of the Software other than as authorized in the Agreement, the E or as provided in
the Documentation;
(c) use of the Software in conjunction with a non-supported third-party software or hardware
resulting in the defects, problems or bugs;
(d) negligent, abusive or faulty use of the Software;
(e) failure by the Customer to follow applicable operation or maintenance requirements as
provided by ZIRO, including failure to install in a timely manner any Maintenance Release
or Minor Update provided to Customer by ZIRO;
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(f) damage to the media on which the Software is provided or to the machine on which the
Software is installed;
(g) issues related to the underlying infrastructure including but not limited to VMWare,Active
Directory Services,Cisco Call Manager and Cisco Unity;
(h) introduction of data, through any method other than through the Software, into any
database accessed by the Software.
3.2. If ZIRO determines that it is necessary to provide the Software Support and Maintenance Services
for a problem caused by an Excluded Error,ZIRO will notify the Customer thereof as soon as ZIRO
is aware of such Excluded Error and ZIRO will have the right to invoice the Customer at ZIRO's
then-current time and material rates for any such Software Support and Maintenance Services
provided by ZIRO.
4. CONDITIONS.
The performance of the Software Support and Maintenance Services under this Agreement is conditional
upon the existence or occurrence of the following facts or events:
(a) The retention by the Customer of the software and hardware environment that the
deliverables were tested and delivered on. This includes all software and hardware that
the Software runs under, as well as all other systems to which Software interfaces;
(b) The installation and operation by the Customer of the Software on a computer system
that meets or exceeds the minimum system requirements, in accordance with the
Documentation for the Relevant Production Instance, if applicable.
(c) The designation by the Customer of a Customer Contact and communication of this
person's name and contact information to ZIRO.The Customer agrees that the Customer
Contact person shall have the authority to accept fixes as final.
(d) The granting of VPN or similar access to the Software for troubleshooting purposes.(Note:
WebEx sessions are not sufficient);
(e) Customer paying any applicable maintenance fee in a timely manner,such that there are
no overdue maintenance fee at the time when Software Support and Maintenance
Services are requested by Customer;
(f) Customer not being otherwise in breach of any provision herein or under the EULA,
including,for greater certainty,Customer not using the Software in a manner that exceeds
the scope and number of Authorized Users purchased by Customer.
5. FEES AND PAYMENT.
(a) The Customer agrees to pay ZIRO the applicable undisputed monthly or annual fees set forth
in the Purchase Order for the Software or in any Purchase Order or Invoice with respect to
additional Software Support and Maintenance Services purchased by Customer.
(b) All fees are in US currency, unless otherwise stipulated.
Docusign Envelope ID: EC923336-AD57-44DE-864A-16D68892B3F1
Procurement Agreement#P-24-525 ATTACHMENT C
APPENDIX 1 TO SCHEDULE A
SCOPE OF COVERAGE—SOFTWARE SUPPORT AND MAINTENANCE SERVICES
1. Supportand Maintenance.ZIRO will undertake,in accordance with this Agreement,ZIRO policies
and the based on the impact of the defect, problem or bug on Customer's use of the Software,
reasonable commercial efforts to resolve defects, problems or bugs in the Software, for the
Relevant Production Instance, which cause the Software not to function in material conformity
with the Documentation and the terms of the EULA.
2. Scope of Support.Support will be provided for the following types of issues:
■ questions on specifications,configuration, usage,and compatibility of the Software;
■ Software issues in the Software;
■ Compatibility issues between the Software and other officially supported third-party
software;
■ Services running on the ZIRO supplied or installed OVA template.
3. Supported Versions.Support will be provided for the most recent Maintenance Release or Minor
Update provided by ZIRO for the current and previous major release versions (for example, if
versions 2.7.3 and 3.2 are the most recent releases in the 2.x and 3.x families, they would be
supported, but releases 2.5,2.7.2,or 3.1.4 would not).
4. Case Priority Levels. Case priorities are assigned based on the business impact of the problem on
the Customer's environment.
P1 = Software is completely inaccessible, or the majority of its functionality is
unusable.
P2=One or more key features of Software are unusable.
P3=Any other case where a Software feature is not operating as documented.
P4=All enhancement requests.
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5. Targeted Fix Date or Workaround, by case priority
Initial Response& Email Status Updates for Open Cases,
Acknowledgment,by case priority by case priority
P1: Four(4) hours(8x5 ET) P1: One (1)day
P2: Next business day P2: One (1)week
P3: Two (2) business days P3: Next Release
P4: Two (2) business days P4: At ZIRO's discretion
6. Defect Resolution. Customer acknowledges and agrees that, should ZIRO, in its sole judgment,
determine that there is a defect,problem or bug in the Software,it will,at ZIRO's sole discretion,resolve
the defect, problem or bug by either one of the following: (i) provide Customer with a repair or fix for
the Relevant Production Instance of the Software that the Customer is currently using; or (ii) instruct
Customer to install a version or production instance of the Software including Minor Updates or
Maintenance Releases in which the defect, problem or bug is repaired or which includes bug fixes,
improvements, or enhancements (but which shall not include new or separate ZIRO software or
functionality). ZIRO reserves the right to provide the Customer with a workaround in lieu of fixing a
defect,should ZIRO in its sole judgment determine that it is more effective to do so.
7. Support Hours.Support is provided via telephone, email and web portal.A member of ZIRO's technical
support team will deliver support Monday through Friday by during standard business hours(9 am to 5
pm EST); excluding statutory holidays, unless any additional coverage has been purchased by the
Customer.
8. Compatibility issues. For compatibility issues between the Software and any third-party products,
Support will assist the Customer in troubleshooting the issue but may be unable to assist in resolving
the issue when the source of the issue is within the third-party product. If the Customer plans to
upgrade or modify third-party software or hardware components that interact with Software,they are
required to confirm in advance with Support that the upgrade they are planning is supported and
compatible with their Licensed Software. If required for compatibility with newer third-party releases,
modifications to custom configurations may require custom development from Stack, which custom
development is expressly excluded from the Software Support and Maintenance Services.
9. Product Training. Support will assist the Customer with usage questions on their supported Licensed
Software. However, Support is not an adequate replacement for product training. If, in the judgment
of Support, responses to the Customer's product usage questions are crossing the line into detailed
product training (for example, going through a detailed step-by-step feature introduction over the
phone), Support may at their discretion refer the Customer to ZIRO sales department to arrange a
training session, which training session is expressly excluded from the Software Support and
Maintenance Services.
10. Contact. Customer can contact Support by any of the means outlined in "Appendix 2 — Requesting
Support",during designated Support hours to provide problem reporting and resolution in accordance
with "Appendix 2—Requesting Support". Problems reported outside Customer's designated Support
hours will receive a response and follow-up once Support hours have resumed.
11. Web Contact. Web-based access to ZIRO Support Portal is available to initiate and track ticket status.
Customer can obtain a user name and password by contacting ZIRO Support at support@GoZIRO.com
12. Updates and Releases. Maintenance Releases and Minor Updates are released from time to time
throughout the year and are made available to our Customer upon request.
Docusign Envelope ID: EC923336-AD57-44DE-864A-16D68892B3F1
Procurement Agreement#P-24-525 ATTACHMENT C
APPENDIX 2 TO SCHEDULE A
REQUESTING SUPPORT
There are 3 methods for requesting support:
1. Email
a. Please email all support requests to support@goziro.com
b. You will receive a ticket acceptance notification immediately.A second notification will
be sent once the ticket has been reviewed by a technician.
2. Web
a. You may track your tickets or open new tickets through the ZIRO Customer portal which
can be found at https://Portal.goziro.com
b. If you do not have an account,please email support@goziro.com to make the request.
3. Phone
a. You may call 514-940-4110 or 1-844-940-4110 to speak with a support technician to
open and manage tickets.
Maintenance,support and development shall be provided during normal business hours which are Monday
through Friday(excluding statutory holidays)9:00 a. m.to 5:00 p. m. EST.