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Home My WebLink About2015-544-E Tax-ES - Zoll Data Systems, Inc. - Addendum to master contract - scanned documents software addition DocuSign Envelope ID:626CADB8-lD9F-499D-BB9E-85CF9853E35A ZOLL Data Systems,Inc. Order No:0001.2406 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 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, i� fwilliams co.orange.Ile.LIS Hillsborough,NC 27278 510 Meadowlands Drive Iillsborough,NC 27278 Shipping: Territory Manager: Edie Morales Expires: September 30,2015 i' ,,,,,,,< -,.<i., ,,,,- !,,,-, ,", �,,,,,, , ', _c„ ��,,,!,�i, r iii/7,i ii, L i e /iiii✓, „�, �,i Annual Item License Description Qty List Price Disc. Adj.Price Ext.Price Maint. STECM PL Patient Invoice-Single Trip ECM 1 $3,000.00 15% $2,550.00 $2,550.00 $600.00 Comments:Trizetto SUBTOTAL SOFTWARE: $2,550.00 SUBTOTAL PROFESSIONAL,SERVICES: TOTAL: $2,550.00 ANNUAL MAINTENANCE: $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 up to the next maintenance billing cycle and included as a line itern 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 Fonn. By signing below,the parties agree to the terns and conditions of this Order Form. Once sided,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 terns of the MSLA. ZOLL Data Systems,Inc. Orange County Emergency Services S E- sandy ttSbrL%Igned by:D68AD773926rar.King Bonnie Hammersley Name: Name: Title: Accounting operations Manager _ Title: county Manager ...........-- .._... Date: Date: 10/7/2015 This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. DocuSigned by: �� maw 232DFFC2CFA847B... Paul Laughton Interim Finance Director 10/4/2015 Ft� Page I oft Customer Initials: 000uSign Envelope ID:susoAoB8-1oeF-4eeo'ooeE-nnoFennnEnnA . . � ZuLL Data Systems,Inc. Order Form Addendum for Orange County Emergency Services Amended Terms and Conditions The following sections supersede v,are m addition m sections/o the existing mmLA. 1.1 "Annual Fee"for^mmo^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""the date identified/o the Initial Order. /.// "Monthly Fees"for^mmo^Type licenses.Means zoLcomo,:oo,o/oumuumrecuoi"omvo,m/feom,,/euuu"»oocavuwure"o`mrth in the Initial Order ^r any subsequent Order Form.Monthly Fees are part of the Software Fees. 6.2 Maintenance Fees.For''aou''Type licenses,Maintenance Fees are included iu the Monthly Fees.For all other software,ir Customer elects toprocure Maintenance Services from ZOLL,then 60 days following the Deployment Date,ZOLL will invoice Customer for I quarter vr Maintenance Services m commence oo the date or expiration or the"Software Warranty Period"(as defined/o Section rbolo°).zoLL will invoice Customer vuu quarterly basis thereafter for all further Maintenance Fees unless Customer notifies zoLL within so days o*the end vr the then-current Maintenance Services period.zuLL will have oo obligation mprovide Maintenance Services to Customer if any invoice issued under this Section 6.2 is past due.Ic Customer elects m discontinue Maintenance Services at any time,m 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 u^o'refunua,lc 6.6 Audit Rights. During the Termi 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,m inspect(through remote access m Customer servers,reports,etc.v,voo/tea determined u^oroo^ry).o,have uo independent audit firm inspect, � Customer's records relating m Customer's use°e the Software`"ensure ai"/"compliance with the terms"r this mSLx,including with any limitation""the number or servers,personal computers and/or other portable devices v"which Customer may install the Software hereunder and/or the number"r Customer users that may use � the Software hereunder,and/or the number orpcx,generated through the software hereunder, The costs of the audit will uo paid,yzoLL,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.cuommor=m promptly pay mzocL any amounts shown ov any such audit*br owing(,wuuh shall bv calculated*zoLL',standard,non discounted rates)plus interest as provided i"Section a4above. 11.4 Effects of Termination.Upon termination or expiration of the MSLA for any reason:(a)uur amounts owed mzoLc under this wscA and all Statements^r 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 u.r'm(u)ur Customer under"Section//.»^.a termination fee(^E^r/r Termination Fee"equal,o the amount,/r any,or(z)the initial Annual Fee minus(y)the � ,om^f Monthly Fees(as defined in the Initial Order)paid or Customer mzocL hereunder prior to the date or termination during the initial tw*lvo~"wmperiod;(b)al/ licensed rights granted/u this moLAwill immediately cease to exist;(c)Cuommo,mumpromptly discontinue all use w the Software,erase all copies oc,m`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^r 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 NISLA for cause.Upon ZOLL's request,Customer will provide uwritten 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 zoLcovnb`un",°°.zozL""u=`"m(^zoLLo=//u,'')/y agreeing mthe tertus of the Application Service Provider Agreement available on ZOLL Online("The � ASP^cr,~*mr),pursuant m which Customer shall receive access,at"o additional charge,,"Insight An"lytio,product vrzoLL^subject m the terms osmoASP � Agreement. zz./u Entire Agreement.This waLA.together with all exhibits hereto and the ASP Agreement,/cany'ovuotimmomoouureagrvnmou/*o*mmmo,uruvoreoaroiog the subject hereof and supersedes all prior u,contemporaneous agreements,understandings,and communication,whetherwriov"orom/, This xuscA shall not u, modified except by a subsequently dated written amendment signed on behalf of ZOLL and Customer by their duly authorized representatives. � r��zor� cu�v��/��as��—