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HomeMy WebLinkAbout2025-725-E-IT Dept-Zoll Data Systems-Software licensing and support for RescueNet softwareRevised 06/21 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS SECOND CONTRACT AMENDMENT is made and entered into this 17th day of September, 2025 by and between ORANGE COUNTY (County and ZOLL Data Systems, Inc. (hereinafter Provider ZDS ). WITNESSETH: THAT WHEREAS, the County and Provider entered into a Master Software License Agreement dated 9/27/2007, ), which included the provision of services for RescueNet software; WHEREAS, the County and Provider previously executed an amendment to extend the Original Agreement, fully executed August 4, 2022, and wish to further extend Original Agreement; 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, 2026. The Original Agreement, as modified by this Amendment, expires as of July 31, 2026, and Maintenance Services will be discontinued pursuant to Section 6.2 as of July 31, 2026. The parties may elect to enter into a mutually agreeable new contract for replacement maintenance services thereafter. 2. Subject to the terms and conditions of this Amendment, to the extent the Agreement may have terminated, automatically or otherwise, County and Provider agree that the Agreement is hereby reinstated, ratified, and is in full force and effect as amended by this Amendment. 3. Exhibit to the Original Agreement is amended by adding the following tasks and services to the Maintenance Services to be provided by Provider from 8/1/2025 7/31/2026 as follows: Customer is purchasing Maintenance Services from ZDS through July 31, 2026 pursuant to Section 6.2 Services, the parties agree that the annual Maintenance Fees for the following Software are $14,297.14 for the period August 1, 2025 July 31, 2026: 6 RN Billing Professional User Licenses $10,707.84 1 RN ePCR Network/WebPCR User License $ 686.40 Professional Reports/Crystal Interface $ 1,430.00 AutoAttach for Scanned Documents $ 686.40 Custom Report $ 100.10 Patient Invoice Single Trip ECM $ 686.40 ZDS will invoice Customer annually, approximately 30 days prior to the start of each annual period. Following July 31, 2026, the standard Maintenance Fee definition applies. For avoidance of doubt, Docusign Envelope ID: 60F0403B-6C09-4802-B118-B013BB3DD879 Revised 06/21 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). 4. Section 6.2 is amended to reflect a maximum payable not-to- exceed amount of $14,297.14 over 1 year (August 1, 2025 July 31, 2026). 5. 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 between 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 Authorized Signature: \ZCPQOPP_1_text\ \s2\ Name: \n2\ Title: \t2\ Date: \d2\ PROVIDER: ZOLL DATA SYSTEMS, INC. Authorized Signature: \ZCPQAcct_1\ \s1\ Name: \n1\ Title: \t1\ Date: \d1\ Docusign Envelope ID: 60F0403B-6C09-4802-B118-B013BB3DD879 12/5/2025 Sandy King Director Of Operational Accounting 12/9/2025 Travis Myren County Manager Revised 01/24 1 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Zoll Data Systems, Inc. Vendor Contact Person: Sandy King Phone: 303-801-0000 Address: 11802 Ridge Parkway City Broomfield State: CO Zip: 80021 Department: IT Amount: $14,297.14 Purpose: Software licensing and support for RescueNet software Budget Code(s): 10315020-625010 Vendor # 57181 Vendor Status with NCSOS: Current - Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: 10/04/2009) (Most Recent Amendment 8/2/2022) Effective Date 8/1/2025 End Date 7/31/2026 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Robert Reynolds Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: The software renewal date was 8/1/2025 and we’ve been unable to complete a contract amendment until now. Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 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: Received for record retention: Docusign Envelope ID: 60F0403B-6C09-4802-B118-B013BB3DD879 12/8/2025 12/8/2025 12/8/2025 12/8/2025 12/9/2025 Revised 01/24 2 Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: 60F0403B-6C09-4802-B118-B013BB3DD879 Page 1 of 2 11802 Ridge Parkway Suite 400 Broomield, CO 80021 REMIT TO ADDRESS DEPT# 42374 PO Box 650823 Dallas, TX 75265-0823 INVOICE Bill To: Orange County Emergency Services Sally Kadle Accounts Payable 131 W. Margaret Lane, STE 300 Hillsborough, NC 27278 Sold To: Orange County Emergency Services 510 Meadowlands Dr Hillsborough, NC 27278 Invoice Number Customer Number Invoice Date PO Number Invoice Due Date INV00205217 147907 07/01/2025 2500200 07/31/2025 Description/Module Service Period Quantity Unit Price Fee Orange County Emergency Services Charge Type: Recurring AutoAttach for Scanned Documents Ann Maint 08/01/2025 - 07/31/2026 1 686.40 686.40 Billing Professional User Ann Maint 08/01/2025 - 07/31/2026 3 1,784.64 5,353.92 Billing Professional User Ann Maint 08/01/2025 - 07/31/2026 3 1,784.64 5,353.92 Patient Invoice - Single Trip ECM Ann Maint 08/01/2025 - 07/31/2026 1 686.40 686.40 Prepaid Custom Report Services Ann Maint 08/01/2025 - 07/31/2026 1 100.10 100.10 Professional Reports/Crystal Interface Ann Maint 08/01/2025 - 07/31/2026 1 1,430.00 1,430.00 WebPCR User License Ann Maint 08/01/2025 - 07/31/2026 1 686.40 686.40 Subtotal: 14,297.14 Subtotal:14,297.14 Tax:0.00 Total:14,297.14 Exhibit ADocusign Envelope ID: 60F0403B-6C09-4802-B118-B013BB3DD879 Page 2 of 2 Please remit to the address above If you have any questions on this invoice, or need information on your acocunt in general, please email Accountsreceivable@zoll.com or call 303-801-1856 We appreciate your business and look forward to assisting with any questions or concerns. Docusign Envelope ID: 60F0403B-6C09-4802-B118-B013BB3DD879 Holder Identifier : 7777777707070700077763616065553330763735764015474607762215770634132071660557146323320716045773247451007700411752274710077624351364501320734621555223653007724275512274570077727252025773110777777707000707007 6666666606060600062606466204446200622200624224200006222206042042200062220042400600020622222426006002206002026260060000062200060622400220600200406222042006020046222440042066646062240664440666666606000606006Certificate No : 570115265556 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 09/05/2025 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc. New York NY Office One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 10945Tokio Marine America Insurance CompanyINSURER A: 41238Trans Pacific Ins CoINSURER B: 22551Mitsui Sumitomo Insurance USA Inc.INSURER C: 35300Allianz Global Risks US Insurance Co.INSURER D: 11126Sompo America Insurance CompanyINSURER E: INSURER F: FAX(A/C. No.):(800) 363-0105 CONTACTNAME: ZOLL Medical Corporation and Subsidiaries 269 Mill Road Chelmsford MA 01824-4105 USA COVERAGES CERTIFICATE NUMBER:570115265556 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $100,000 $5,000 $1,000,000 $2,000,000 Excluded B 07/01/2025 07/01/2026CLL640976008 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X BODILY INJURY (Per accident) $1,000,000A07/01/2025 07/01/2026 COMBINED SINGLE LIMIT (Ea accident)CA6409761-08 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $7,000,000 $7,000,000 07/01/2025UMBRELLA LIABC 07/01/2026EXS5200217 RETENTION X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH-ERPER STATUTEE07/01/2025 07/01/2026 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 LWL30091690500 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEOrange County 300 West Tyron Street P.O. Box 8181 Hillsborough NC 27278 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Docusign Envelope ID: 60F0403B-6C09-4802-B118-B013BB3DD879 AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Number: See Certificate Number: 570115265556 570115265556 Aon Risk Services Northeast, Inc. 570000097583 ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSURER INSURER INSURER INSURER INSURER(S) AFFORDING COVERAGE Page _ of _ NAIC # ZOLL Medical Corporation TYPE OF INSURANCE POLICY NUMBER LIMITS EXCESS LIABILITY D USL03153825 07/01/2025 07/01/2026 Aggregate $3,000,000 Each Occurrence $3,000,000 $3M xs $7M ADDL INSD INSR LTR SUBR WVD POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 60F0403B-6C09-4802-B118-B013BB3DD879 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY of Marsh USA LLC 20281 36066155 10,000,000Products Liability CN101609659--PROUM-25-26 , 07/15/2026 NYC-012396367-00 09/05/2025 0 10,000,000 Retro Date 10/1/2004 Prod/Comp Ops Agg Carrier.certrequest@Marsh.com 07/15/2025 Prod/Comp Ops/Occ Deductible - $200,000 Products Liability – Claims made coverage AND SUBSIDIARIES ZOLL MEDICAL CORPORATION CHELMSFORD, MA 01824-4105 269 MILL ROAD Federal Insurance Company 1166 Avenue of the Americas MARSH USA, LLC. New York, NY 10036 N P.O. Box 8181 Hillsborough, NC 27278 Orange County 300 West Tyron Street A Docusign Envelope ID: 60F0403B-6C09-4802-B118-B013BB3DD879