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Home My WebLink About2015-538-E Tax-EMS - Zoll Data Systems, Inc. - Addendum to master contract for autoattach for scanned documents software addition 000uSign Envelope ID:nn0001nE'onos-4nue-84o4-711nroFsernn ° zucL Data Systems,Inc. Order N^:00012329 Order Form Addendum � This Order Form is entered into as of September 1,2015(the"Effective Date"),executed subject to and made a part of that certain Master Software License Agreement between Z0LL Data Systems,Inc.(^ZOLc'')and Orange County Emergency Services(''Comvm,,'')(the N8LA^) previously executed.Unless explicitly stated otherwise in this Order Form,any capitalized terms shall have the meaning given m them iu the uoacA. Bill To: Orange County Emergency Services Ship To: Orange County Emergency Services 5 10 Meadowlands Drive Attn: Felicia Williams, fwilliams@,co.orange.nc.us Hillsborough,NC 27278 5 10 Meadowlands Drive Hillsborough, NC 27278 Territory Manager: Lynn Isaacs Expires: September 30,2015 Annual Item License Description Qty List Price Disc. Adj.Price Ext.Price Maint. CSGFN PL AutoAttach for Scanned Documents 1 $3,000.00 15% $2,550.00 $2,550.00 $600.00 � x Comments: SUBTOTAL SOFTWARE: $2.550�00 SUBTOTAL PROFESSIONAL SERVICES: TOTAL: $2`550.00 ANNUAL MAowrcmamCs: $600.00 � � Payment Terms: The TOTAL amount specified above in this Order Form is due within 30 days of ZOLL's invoice for Such amounts. Maintenance Fees:Maintenance Fees specified in this Order Form will be prorated Lip 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 lorth above and in the attached License Description Addeodum. � Tax Exempt Status: /[Customer io tax exempt or pays state taxes directly,then prior to invoicing,Customer must provide ZOLL with a copy ofa 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 lie has the authority to bind Customer*the t000sof this Order Form. By signing below,the parties agree to the tcouo and conditions^f this Order Form. Once signed,any reproduction^f this Order pvn=vranyauaobmoutor exhibit hereto,made by reliable means(for example,photocopy or facsimile)is considered an original and all Software,Services and Maintenance fb 9 � Sum�coondrrodaodnmvidoduvdc,��o0rdor9vouur*,umcc�/o�c�,u^o" � oxu LA. ZOLL Data Systems, Inc. Oraxwe Countv Emeruency Services � Name: sandy King Name: Bonnie *ammersley Title: Accounting operations manager Title: County Manager / Date.. 9/29/2015 Date: 10/5/2015 This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. n"""nw""ouv. Paul Laughton lO/4/2Ol5 Page I of 2 Customer Initials: DocuSign Envelope ID:08DDB13E-DOD6-4329-8484-71137CFE9785 ZOIA,Data Systems,Inc. Order Form Addendum for Orange County Emergency Services Amended'ferms 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 Linder this MSLA in each twelve-morith period during the'Verin beginning on the date identified in the Initial Order. 1.11 "Monthly Fees"for"SUIV'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 if 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,arid/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(if)by Customer under,"Section 11.3",a termination fee("Early'Ter mination 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)CLIStOrner 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)cach party shall promptly discontinue all use of the other party's Confidential Information,and return to tile other party of-,at the other party's option,destroy,all copies of any such Confidential Information fit tangible or electronic form.If ZOLI.,terminates an SOW for cause,such termination will have no effect upon any other SOWS that may be in effect unless ZOLL terminates tire 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 off payments of Maintenance Fees hereunder,Customer may subscribe,at no additional charge,to ZOLL's website www.ZOLLotiliric.cone("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 pal-ties 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. Page 2 of 2 Customer Initials: