HomeMy WebLinkAbout2015-536-E Tax-EMS - Zoll Data Systems, Inc. - Addendum to master contract for autoattach for scanned documents software addition DocuSign Envelope ID: B75CEBC2-C459-4715-91EF-F379A63CF3D9
ZOLL Data Systems,Inc. Order No:00009706
Order Form Addendum
This Order Form is entered into as of September 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: November 30,2015
Lic. Annual Cost or
M , ,4`11,
Item Type Description City List Price Disc Adj.Price One Time Charge 7,0
HSBEM SUB Subscription Billing Eligibility Module(Per Concurrent User) 6 $100.00 $100.00 $7,200.00
Comments:Anticipated start date:January 1,2016 ANNUAL FEES: $7,200.00
MONTI ILY FEES: $600.00
PROFESSIONAL SERVICES:
Payment'Terms: The first invoice issued under this agreement will be issued upon completion of the implementation services and will be for the sum
of any PROFESSIONAL SERVICES fees and any ONE TIME FEES listed above if applicable.In addition,ZOLL will invoice Customer at the end of
each calendar month during the Term for the amount of the Monthly Fees listed above.Monthly Fees resulting from a purchase of additional licenses or
an upgrade to a higher level model will be added to the next monthly invoice.Otherwise,the invoice for the first Monthly Fees hereunder will be issued
90 days after the Effective Date,or upon completion of the implementation,whichever is earlier,with the exception of the Eligibility Module which
will start billing on the date agreed upon(and noted in the comment section above)at the time of contract signing,which will in no case be more than
120 days from contract signing.All amounts are due within 30 days after the date of the invoice.The Total Professional Services fees,the One Time
Fees and the Monthly Fees are hereinafter referred to collectively as the'Software Fees'.
Maintenance Fees:Maintenance Fees are included in the Monthly Fees.For purposes of this Agreement,all references to Maintenance Pecs shall
mean Monthly Fees. Maintenance Fees for third party software are set by the software vendor.
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.
*Annual Fee:The Annual Fees shown above are for twelve-month periods during the Term(beginning on the Effective Date),which will be invoiced
and paid as the Monthly Fees as shown above.
*Monthly Fee(Subject to Adjustment):The Monthly Fees shown are based on the following options,determined by product:The quantity(Qty)of
concurrent users for Dispatch,CornmCAD,and Billing;the Qty of Stations for FireRMS;the Qty of Customer Vehicles for Navigator and @)Work;the
Qty of acilities for NetTransit;the Qty of employee resources for Crew Scheduler;the Qty of the tier(based on number of visits)for EMS Mobile
I lealth;and for ePCR,the Qty of PCRs listed in the line item above(the PCR Volume).In the case of ePCR,following 12 months of service(from the
completion of implementation),ZOLL will conduct an annual audit of PCR Volume.Should PCR volume exceed 110%of quantity for the 12 month
period,ZOLI..,will invoice customer for the excess above quantity at the per PCR price listed in the line item above.Should a shortage greater than 10%
of PCR Volume exist for the 12 month period,ZOLL will issue a credit in the amount of 10%of the Annual Fee.Future'billings for ePCR will be
adjusted usted based on the new PCR Volume as determined by the audit for the following 12 month period.For EMS Mobile Health,adjustments to the
pricing are outlined in Exhibit E.For NetTransit,@,)Work,and Crew Scheduler ASP,Monthly Fees will be determined by the previous month's actual
usage. For the other products,adjustments to the Qty will be handled through an additional ASPA.
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act.
DocuSigned by:
MAt [A+bVU
232DFFC2CFA847B
Paul Laughton
Interim Finance Director
10/4/2015 Ft�
Page I ot'2 Customer Initials:_
ill
DocuSign Envelope ID: B75CEBC2-C459-4715-91EF-F379A63CF3D9
ZOLL Data Systems,Inc. Order No:00009706
Order Form Addendum for Orange County Emergency Services
r t the terms of this Order Form. B signing
nt that She or he has the authority to bind Customer o
person signing below represents and warrants The � so
�' Y g g
p b � p
below,the parties agree to the terms and conditions of this Order Fonn. 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 will be subject to it.
ZOLL Data Systems,Inc. Orange County Emergency Services
22
1 mature; S7�n DOcrull ned b
DocuSigned by: 9 Y�
it, (kawtwlurs�,i�
_Dggg.p.7��a�Frar. 06'�7aa4B755E477
sandy King Bonnie Hammersley
Name: Name:
Title:
Accounting operations Manager Title: county Manager
Date:
9/29/2015 Date: 10/5/2015
D/yS'�-
Page 2 of Customer Initials:__._.__.