HomeMy WebLinkAbout2015-381-E Tax-EMS - Zoll Data Systems, Inc. to provide training for in-house EMS billing and collection $9,000 DocuSign Envelope ID: E49FBB4E-2281-4303-A3F6-F6BBB81858FB
ZOLL Data Systems,Inc. Order No:00013008
Order Form Addendum
This Order Form is entered into as of June 8,2015 (the"Effective Date"),executed subject to and made a part of that certain Master Software
License Agreement between ZOLL Data Systems,Inc.("ZOLL")and Orange County Emergency Services("Customer')(the"MSLA")previously
executed.Unless explicitly stated otherwise in this Order Form,any capitalized terms shall have the meaning given to them in the MSLA.
Bill To: Orange County Emergency Services Ship To: Orange County Emergency Services
510 Meadowlands Drive Attn: Felicia Williams,fwilliams@co.orange.nc.us
Hillsborough,NC 27278 510 Meadowlands Drive
Hillsborough,NC 27278
Shipping:
Territory Manager: Lynn Isaacs Expires: July 30,2015
Annual
Item License Description Qty List Price Disc. Adj.Price Ext.Price Maint.
ARC --- A/R Consulting Day(Excludes ME) 3 $1,500.00 $1,500.00 $4,500.00 $0.00
ARC --- A/R Consulting Day(Excludes ME) 3 $1,500.00 $1,500.00 $4,500.00 $0.00
Comments: SUBTOTAL SOFTWARE:
SUBTOTAL PROFESSIONAL SERVICES: $9,000.00
TOTAL: $9,000.00
ANNUAL MAINTENANCE: $0.00
Payment Terms: The TOTAL amount specified above in this Order Form is due within 30 Days from completion of services.
Maintenance Fees:Maintenance Fees specified in this Order Form will be prorated up to the next maintenance billing cycle and included as a line
item in the invoice issued in connection with this Order Form.
Service Fees: Service Fees are specified in each SOW. Customer will also reimburse ZOLL for all reasonable out-of-pocket expenses(including
travel and accommodation expenses)incurred by ZOLL in providing the Services.
Scope of License:Software is licensed based upon the License Type and quantity purchased,as more particularly set forth above and in the attached
License Description Addendum.
Tax Exempt Status: If Customer is tax exempt or pays state taxes directly,then prior to invoicing,Customer must provide ZOLL with a copy of a
current tax exemption certificate issued by Customer's state taxing authority for the given jurisdiction.
The person signing below represents and warrants that she or he has the authority to bind Customer to the terms of this Order Form. By signing
below,the parties agree to the terms and conditions of this Order Form. Once signed,any reproduction of this Order Form,or any attachment or
exhibit hereto,made by reliable means(for example,photocopy or facsimile)is considered an original and all Software,Services and Maintenance
Services ordered and provided under this Order Form are subject to the terms of the MSLA.
ZOLL Data Systems,Inc. Orange County Emergency Services
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Name:
sandy King Name: Bonnie Hammersley
Title:
Accounting operations Manager Title: county Manager
Date:
7/16/2015 Date: 7/29/2015
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Page 1 of 2 Customer Initials:
DocuSign Envelope ID: E49FBB4E-2281-4303-A3F6-F6BBB81858FB
ZOLL Data Systems,Inc.
Order Form Addendum for Orange County Emergency Services
Amended Terms and Conditions
The following sections supersede or are in addition to sections in the existing MSLA.
1.1 "Annual Fee"for"SUB"Type licenses.Means the amount of Monthly Fees that Customer is required to pay under this MSLA in each twelve-month period
during the Term beginning on the date identified in the Initial Order.
1.11 "Monthly Fees"for"SUB"Type licenses.Means ZOLL's then current standard recurring monthly fees for the license of Software set forth in the Initial Order
or any subsequent Order Form.Monthly Fees are part of the Software Fees.
6.2 Maintenance Fees.For"SUB"Type licenses,Maintenance Fees are included in the Monthly Fees.For all other software,if Customer elects to procure
Maintenance Services from ZOLL,then 60 days following the Deployment Date,ZOLL will invoice Customer for I quarter of Maintenance Services to commence on
the date of expiration of the"Software Warranty Period"(as defined in Section 7 below).ZOLL will invoice Customer on a quarterly basis thereafter for all further
Maintenance Fees unless Customer notifies ZOLL within 30 days of the end of the then-current Maintenance Services period.ZOLL will have no obligation to provide
Maintenance Services to Customer if any invoice issued under this Section 6.2 is past due.If Customer elects to discontinue Maintenance Services at any time,to
reinstate Maintenance Services and receive the applicable updates and new releases,Customer must pay the Maintenance Fees for all time periods missed.All
Maintenance Fees are non-refundable.
6.6 Audit Rights. During the Term and for a period of six(6)months following the termination or expiration of this MSLA,ZOLL will have the right,during
normal business hours,to inspect(through remote access to Customer servers,reports,etc.or onsite if determined necessary),or have an independent audit firm inspect,
Customer's records relating to Customer's use of the Software to ensure it is in compliance with the terms of this MSLA,including with any limitation on the number
of servers,personal computers and/or other portable devices on which Customer may install the Software hereunder and/or the number of Customer users that may use
the Software hereunder,and/or the number of PCRs generated through the software hereunder. The costs of the audit will be paid by ZOLL,unless the audit reveals
that Customer's underpayment of Fees exceeds 5%for products other than ePCR Monthly Fees that are subject to adjustment as described on page 1.Customer will
promptly pay to ZOLL any amounts shown by any such audit to be owing(which shall be calculated at ZOLL's standard,non discounted rates)plus interest as provided
in Section 6.4 above.
11.4 Effects of Termination.Upon termination or expiration of the MSLA for any reason:(a)any amounts owed to ZOLL under this MSLA and all Statements of
Work before such termination or expiration will be immediately due and payable,including,in the event of termination of this MSLA(i)by ZOLL under"Section
11.2"or(ii)by Customer under"Section 11.3",a termination fee("Early Termination Fee"equal to the amount,if any,of(x)the initial Annual Fee minus(y)the
sum of Monthly Fees(as defined in the Initial Order)paid by Customer to ZOLL hereunder prior to the date of termination during the initial twelve-month period;(b)all
licensed rights granted in this MSLA will immediately cease to exist;(c)Customer must promptly discontinue all use of the Software,erase all copies of the Software
from Customer's computers and the computers of its customers,and return to ZOLL or destroy all copies of the Software and Documentation on tangible media in
Customer's possession;and(d)each party shall promptly discontinue all use of the other party's Confidential Information,and return to the other party or,at the other
party's option,destroy,all copies of any such Confidential Information in tangible or electronic form.If ZOLL terminates an SOW for cause,such termination will
have no effect upon any other SOWS that may be in effect unless ZOLL terminates the MSLA for cause.Upon ZOLL's request,Customer will provide a written
certification(in the form acceptable to ZOLL),certifying as to Customer's compliance with its post-termination obligations set forth in this Section 11.3.
12.9 Access to Insight Analytics.Provided the Customer is current on payments of Maintenance Fees hereunder,Customer may subscribe,at no additional charge,to
ZOLL's website www.ZOLLonline.com("ZOLL Online")by agreeing to the terms of the Application Service Provider Agreement available on ZOLL Online("The
ASP Agreement"),pursuant to which Customer shall receive access,at no additional charge,to Insight Analytics product of ZOLL,subject to the terms of the ASP
Agreement.
12.10 Entire Agreement.This MSLA,together with all exhibits hereto and the ASP Agreement,if any,constitutes the entire agreement between the parties regarding
the subject hereof and supersedes all prior or contemporaneous agreements,understandings,and communication,whether written or oral. This MSLA shall not be
modified except by a subsequently dated written amendment signed on behalf of ZOLL and Customer by their duly authorized representatives.
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Page 2 of 2 Customer Initials:
DocuSign Envelope ID: E49FBB4E-2281-4303-A3F6-F6BBB81858FB
AMENDED TERMS AND CONDITIONS
This is an Amendment to the Zoll Data Systems, Inc. Master Software License Agreement
entered into by the Zoll Data Systems, Inc., a Delaware Corporation with office located at 12202
Airport Way, Suite 300, Broomfield, CO 80021 ("ZDS") and Orange County, a local political
subdivision of the State of North Carolina identified below as "Customer" on September 27,
2007 ("Original Agreement").
13.0 Governing Law. Both parties agree that this Agreement shall be governed by the
laws of the State of North Carolina. Should either party initiate litigation to settle any
dispute involving the terms of this Agreement such litigation shall be initiated in the
General Court of Justice of North Carolina seated in Orange County, North Carolina.
ZDS shall at all times remain in compliance with all applicable local, state, and federal
laws, rules, and regulations including but not limited to all anti-discrimination laws.
14.0 Non Appropriation. ZDS acknowledges that Customer is a governmental entity,
and the validity of this Agreement is based upon the availability of public funding under
the authority of its statutory mandate. In the event that public funds are unavailable and
not appropriated for the performance of Customer's obligations under this Agreement,
then this Agreement shall automatically expire without penalty to Customer immediately
upon written notice to ZDS of the unavailability and non-appropriation of public funds.
15.0 Signatures. This Agreement together with any amendments or modifications may
be executed electronically. All electronic signatures affixed hereto evidence the intent of
the Parties to comply with Article 11A and Article 40 of North Carolina General Statute
Chapter 66.
Except for the addition included herein, the Original Agreement shall remain in full force and
effect to the extent it is not inconsistent with this Amendment. In the event that there is a
conflict between the Original Agreement and this Amendment, this Amendment shall control.
DocuSigned by: DocuSigned by:
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sandy King Bonnie Hammersley
7/16/2015 7/29/2015