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Home My WebLink About2022-339-E-IT Dept-Zoll Data Systems-RescueNet software maintenanceRevised 06/21 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 2nd day of August, 2022 by and between ORANGE COUNTY (hereinafter referred to as “County”) and Zoll Data Systems, Inc. (hereinafter referred to as “Provider” or “ZDS”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a Master Software License Agreement dated 9/27/2007, (hereinafter the “Original Agreement” or “MSLA”), which included the provision of services for RescueNet software; and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. In order to ensure the completion of the Maintenance Services identified in the term of the Original Agreement is amended to reflect an end date by which all Maintenance Services shall be completed of July 31, 2025. The Original Agreement, as modified by this Amendment, expires as of July 31, 2025, and Maintenance Services will be discontinued pursuant to Section 6.2 (“Maintenance Fees”) of the Original Agreement as of July 31, 2025. The parties may elect to enter into a mutually agreeable new contract for replacement maintenance services thereafter. 2. Exhibit to the Original Agreement is amended by adding the following tasks and services to the Maintenance Services to be provided by Provider from 8/1/2022 – 7/31/2025 as follows: Customer is purchasing Maintenance Services from ZDS through July 31, 2025 pursuant to Section 6.2 (Maintenance Fees) of the MSLA. Notwithstanding ZDS’s standard Maintenance Fees for Maintenance Services, the parties agree that the annual Maintenance Fees for the following Software are $41,241.75 for the period August 1, 2022 – July 31, 2025: 6 RN Billing Professional User Licenses $10,296.00 1 RN ePCR Network/WebPCR User License $ 660.00 Professional Reports/Crystal Interface $ 1,375.00 AutoAttach for Scanned Documents $ 660.00 Custom Report $ 96.25 Patient Invoice Single Trip ECM $ 660.00 ZDS will invoice Customer annually, approximately 30 days prior to the start of each annual period. Following July 31, 2025, the standard Maintenance Fee definition applies. For avoidance of doubt, Maintenance Fees do not include applicable Taxes pursuant to Section 6.5 (Taxes) of the MSLA or expenses requested pursuant to Section 2.2 (Travel and Other Expenses) of Exhibit A (Maintenance Services). 3. Section 6.2 (“Maintenance Fees”) of the Original Agreement is amended to reflect a maximum payable not- to-exceed amount of $41,241.75 over 3 years (August 1, 2022 – July 31, 2025). DocuSign Envelope ID: EB6F0482-539C-46A3-8C62-0C225316A99D Revised 06/21 4. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict b etween the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER: ZOLL DATA SYSTEMS, INC. ______________________________ __________________________________ Bonnie Hammersley Sandy King County Manager Director of Operational Accounting DocuSign Envelope ID: EB6F0482-539C-46A3-8C62-0C225316A99D 8/3/20228/4/2022 Revised 06/21 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Zoll Data Systems, Inc. Party/Vendor Contact Person: Sandy King Contact Phone: 303-801-0000 Party/Vendor Address: 11802 Ridge Parkway City Broomfield State: CO Zip: 80021 Department: IT Amount: $41,241.75 over 3 years Purpose: RescueNet software maintenance Budget Code(s): 10315020-625010 Vendor # 57181 (N/A if new vendor) Vendor is a BOCC consultant? Yes NoX Contract Type: (Check one) New Renewal Amendment X Effective Date 2 August 2022 Approved by Board Yes NoX Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this pro ject has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services rela ted to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer ___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: EB6F0482-539C-46A3-8C62-0C225316A99D 8/3/2022 8/3/2022 8/3/2022 8/3/2022 8/4/2022 DocuSign Envelope ID: EB6F0482-539C-46A3-8C62-0C225316A99D DocuSign Envelope ID: EB6F0482-539C-46A3-8C62-0C225316A99D DocuSign Envelope ID: EB6F0482-539C-46A3-8C62-0C225316A99D DocuSign Envelope ID: EB6F0482-539C-46A3-8C62-0C225316A99D DocuSign Envelope ID: EB6F0482-539C-46A3-8C62-0C225316A99D DocuSign Envelope ID: EB6F0482-539C-46A3-8C62-0C225316A99D DocuSign Envelope ID: EB6F0482-539C-46A3-8C62-0C225316A99D 1 Sally Kadle From:Kerry Onda <Kerry.Onda@zoll.com> Sent:Wednesday, June 29, 2022 12:02 AM To:James Bryan Cc:Sally Kadle; Sonia Ensenat Subject:[EXTERNAL MAIL!] RE: RE: Contract for software annual maintenance for Orange County - Zoll RescueNet Hello James, thank you for getting back to me. We’d like to migrate to ZDS’s standard terms sooner to keep the contract fresh, but ZOLL Data Systems, Inc. is open to the idea of using the 2007 MSLA for another period with an amendment. That quote for a 3 year commitment is actually pretty out of date (1/30/2020). Normally ZDS would send a new quote with current standard terms. Since we’re working together directly, I thought I’d try to corral it here. If Orange County commits to a 3 year term and both parties sign a mutually agreeable amendment to the 2007 MSLA before 8/1/22, the following Maintenance Fees could hold steady from 8/1/22 – 7/31/25. Please feel free to propose your amendment form to the Master Software License Agreement dated September 27, 2007 (“MSLA”). I’ll be happy to take a look. For example: Customer is purchasing Maintenance Services from ZDS through July 31, 2025 pursuant to Section 6.2 (Maintenance Fees) of the MSLA. Notwithstanding ZDS’s standard Maintenance Fees for Maintenance Services, the parties agree that the annual Maintenance Fees for the following Software are $41,241.75 for the period August 1, 2022 – July 31, 2025: 6 RN Billing Professional User Licenses $10,296.00 1 RN ePCR Network/WebPCR User License $ 660.00 Professional Reports/Crystal Interface $ 1,375.00 AutoAttach for Scanned Documents $ 660.00 Custom Report $ 96.25 Patient Invoice Single Trip ECM $ 660.00 ZDS will invoice Customer annually, approximately 30 days prior to the start of each annual period. Following July 31, 2025, the standard Maintenance Fee definition applies. For avoidance of doubt, Maintenance Fees do not include applicable Taxes pursuant to Section 6.5 (Taxes) of the MSLA or expenses requested pursuant to Section 2.2 (Travel and Other Expenses) of Exhibit A (Maintenance Services). I realize that as a County, Taxes are generally N/A. ZDS makes the note for form. Section 2.2 (Travel and Other Expenses) deals with expenses if Customer requests on-site Maintenance Services (normally provided from ZDS’s location). Best regards, Kerry Kerry Onda Counsel, Data ZOLL Data Systems, Inc. +1 720-232-4536 (cell) kerry.onda@zoll.com www.zolldata.com DocuSign Envelope ID: EB6F0482-539C-46A3-8C62-0C225316A99D