HomeMy WebLinkAbout2016-589-E Tax - Zoll Data Systems, Inc. for custom medicaid cost report DocuSign Envelope ID:08FFF9DF-E68C-4766-AOEF-6FB69555BF48
[Departmental Use Only]
TITLE ZOLL Custom Report
FY 2016-2017
ORANGE COUNTY
CONTRACT UNDER$1,000.00
NORTH CAROLINA
THIS AGREEMENT, made and entered into this 14th day of October, 2016, ("Effective Date")by
and between Orange County, North Carolina, a body politic and corporate organized under the laws of the
State of North Carolina, (the "County"), party of the first part; and Zoll Data Systems Inc. (the "Provider"),
party of the second part;
WITNESSETH:
For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby
contracts for the services of the Provider, and the Provider agrees to provide the following services to the
County in accordance with the terms of this Agreement, time being of the essence:
The services and/or materials and/or construction (hereinafter referred to collectively as "Services")
to be furnished under this Agreement are as follows: Custom Medicaid Cost Report with work to be
provided as described in the Zoll Custom Reporting Work Order dated September 30, 2016, which is
incorportated herein by reference.
The term of this agreement rendered shall be from October 15, 2016 to October 14, 2017.
Provider represents and agrees that Provider is qualified to perform and fully capable of performing and
providing the services required or necessary under this Agreement in a fully competent, professional and
timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in
the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies,
ambiguities,mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not
sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or
responsibility granted or required by this Agreement,without the prior written approval of the County.
SPECIFIC TERMS
1. Payment: The County agrees to pay at the rates specified for Services satisfactorily
performed in accord with this Agreement. The amount to be paid by the County shall not exceed nine
hundred ninety-nine dollars, ($999). Payment shall be made within thirty (30) days of an invoice properly
submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County
may, without fault or penalty, withhold any payment associated with the work to be performed until such
time as said work is completed.
2. Non—waiver: Failure by County at any time to require the performance by Provider of any
of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same,nor
shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of
this Non-Waiver Clause.
3. Independent Contractor: The Provider shall operate as an independent contractor, and the
County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated
as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or
workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of
any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider.
4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability
Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may
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be required by County's Risk Manager as such insurance requirements are described in the Orange County
Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is
incorporated herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk
Manager determines additional insurance coverage is required such additional insurance shall be designated
here N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not
commence work until such insurance is in effect and certification thereof has been received by the County's
Risk Manager.
5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County
from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable
attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or
destruction of any property caused in whole or in part by any negligent or intentional act or omission on the
part of the Provider in carrying out Provider's duties and obligations related to the Services to be provided in
this Agreement.
6. Termination: This Agreement may be terminated at any time by mutual written agreement of
the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon
reasonable notice to Provider.
7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be
bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the
Agreement between the parties unless and until modified in writing and signed by the parties. Modifications
may be evidenced by telefacsimile signature. 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.
8. Governing Law and Priority: Both parties agree that this Agreement shall be governed by
the laws of the State of North Carolina and Orange County. Provider shall at all times remain in compliance
with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state
and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Anti-
Discrimination Policy. Any violation of this requirement is a breach of this Agreement and County may
immediately terminate this Agreement without further obligation on the part of the County. This paragraph
is not intended to limit and does not limit the definition of breach to discrimination. By executing this
Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any
agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing
this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of
the North Carolina General Statutes. In determining the basic services to be provided, should any documents
be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between
the terms of referenced documents and the terms of this Agreement.
9. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be
resolved by nonbinding mediation. 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.
10. Non Appropriation: Provider acknowledges that County 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 County's
obligations under this Agreement, then this Agreement shall automatically expire without penalty to County
immediately upon written notice to Provider of the unavailability and non-appropriation of public funds.
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[SIGNATURE PAGE TO FOLLOW]
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DocuSign Envelope ID:08FFF9DF-E68C-4766-AOEF-6FB69555BF48
IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective
as of the day first written above.
O iCOVNTY PROVIDER
DocuSigned by:
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By. SEUUiu'61fs By 5PA A5ABTrai ni ng coordi nator
Department director Titl .
200 S. Cameron St. Zoll Data Systems, Inc
P.O. Box 8181 11802 Ridge Pkwy Ste 400
Hillsborough,NC 27278 Broomfield, CO 80021
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DocuSign Envelope ID:08FFF9DF-E68C-4766-AOEF-6FB69555BF48
111111111111111
� Custom Reporting Work Order
mm
Date: September 30, 2016
Project: Medicaid Cost Report
Contact: Felicia Williams
ZOLL Orange County NC
11802 Ridge Parkway Suite 400 510 Meadowlands Dr
Broomfield, CO 80021 Hillsborough, NC 27278
(303) 801-1714 Fax: (303) 379-3851
Project Objectives:
The primary goal of this project is to generate the Medicaid Cost Report at the click of a button.
Functional Specification
The design of this project will be divided into the following modules:
One Report File:
DETAIL SECTION:
Grouped by:
• Run Number
Columns for:
• Run Number(Year-Run Number)
• Date of Service
• Primary Payor
• Current Payor
• Payor Category(as defined below)
o Dually eligible—they have Medicare(or Medicare replacement plan)+Medicaid
o Medicaid—just Medicaid
o Medicare—Medicare is primary payor
o Others—private pay and other commercial insurance
• IncidentID
SUMMARY SECTION:
A Cross Tab style summary
Rows for:
• Payor Category(As defined above)
• Grand Total for each column
Summary columns for:
• Subtotal by Call Type
• Grand Total for each Payor Category
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DocuSign Envelope ID:08FFF9DF-E68C-4766-AOEF-6FB69555BF48
Custom Reporting—Work Order
One Initialization File:
Filters for:
•
Project Scope
The scope of this project includes the report described above only.
All changes to this work order including,but not limited to,requests for additional functionality and changes to
existing functionality that are not specified in this work order are outside of the scope of this project and will be
evaluated separately.
Delivery of this project does not include hardware;third-party software;network installation,configuration,or
troubleshooting.
Completion Requirements:
Delivery shall be considered complete when:
1. ZOLL has delivered the application/report which meets the functional requirements specified above
2. ZOLL has verified that the application/report will perform as specified on the customer's system
3. ZOLL has provided training to at least one individual on your staff.
Customer Requirements:
To facilitate delivery the customer shall:
1. Provide prompt and appropriate support to ZOLL for IS and design issues.
2. Provide remote access to the system for testing.
3. Identify a staff member who will be available for training and provide contact information for said
employee.
4. Hardware in addition to standard hardware requirements
a. There are no additional requirements
5. Software in addition to standard software requirements
a. There are no additional requirements
6. Network
a. There are no additional requirements.
Delivery Date(s):
ZOLL will deliver the application during April 2016. This delayed delivery will allow Orange County,NC to pay
during July 2016 with no late fees. Net 90 terms authorized per email from Sandy King(ZOLL)to Cynthia Baker
(ZOLL)and Felicia Williams(Orange County,NC)dated 1/26/2016.
Due to scheduling limitations, this delivery date may need to be revised if this order is not returned within one week.
Delivery assumes access to your network and appropriate support from your IS staff.
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Custom Reporting—Work Order
Pricing
Item Price
Custom Project $875
Total $875
Additional Support Per Year 10% $88
Notes
This is an estimate of effort. Substantial changes to the scope or effort required to complete this project may result
in revisions to the functionality,pricing,and timelines indicated on this work order.
Additional requests or changes to the functionality of this system must undergo a change review process and may
result in additional cost for this project.
All ZOLL"General Terms and Conditions"apply to this contract(available on request). Payment is due 90 days
after acceptance of deliverables.
In order to provide support for your custom applications into the future, 10%of this quote will be added to your
current support agreement. This does not include adding new functionality or features,but ensures your program
operates as outlined in the Functional Overview as documented above or the attached Functional Specification.
This contract gives the client the license to use the software or report. Source code remains the property of ZOLL.
Any discrepancy or determination of functionality within the scope of this project is at the discretion of the Custom
Reporting Manager.
Should the customer requirements fail to be met,ZOLL reserves the right to invoice the customer for work to date at
any time.
This work order is valid for 60 days from the date of issue.
ZOLL Client
DocuSigned by' o ? ,""""DocuSigned,¢by:
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5981°°5OA11F13rlene Forney Date `wt8fe$ gWnature Date
10/20/2016
303-801-
Database Training Coordinator 1866 Tax Admi ni strator
(Title) (Title) Please sign and return
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