2015-536-E Tax-EMS - Zoll Data Systems, Inc. - Addendum to master contract for autoattach for scanned documents software addition

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DocuSign Envelope ID: B75CEBC2-C459-4715-91EF-F379A63CF3D9 ZOLL Data Systems,Inc. Order No:00009706 Order Form Addendum This Order Form is entered into as of September 8,2015(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,fwilliams@co.orange.nc.us Hillsborough,NC 27278 510 Meadowlands Drive Hillsborough,NC 27278 Shipping: Territory Manager: Lynn Isaacs Expires: November 30,2015 Lic. Annual Cost or M , ,4`11, Item Type Description City List Price Disc Adj.Price One Time Charge 7,0 HSBEM SUB Subscription Billing Eligibility Module(Per Concurrent User) 6 $100.00 $100.00 $7,200.00 Comments:Anticipated start date:January 1,2016 ANNUAL FEES: $7,200.00 MONTI ILY FEES: $600.00 PROFESSIONAL SERVICES: Payment'Terms: The first invoice issued under this agreement will be issued upon completion of the implementation services and will be for the sum of any PROFESSIONAL SERVICES fees and any ONE TIME FEES listed above if applicable.In addition,ZOLL will invoice Customer at the end of each calendar month during the Term for the amount of the Monthly Fees listed above.Monthly Fees resulting from a purchase of additional licenses or an upgrade to a higher level model will be added to the next monthly invoice.Otherwise,the invoice for the first Monthly Fees hereunder will be issued 90 days after the Effective Date,or upon completion of the implementation,whichever is earlier,with the exception of the Eligibility Module which will start billing on the date agreed upon(and noted in the comment section above)at the time of contract signing,which will in no case be more than 120 days from contract signing.All amounts are due within 30 days after the date of the invoice.The Total Professional Services fees,the One Time Fees and the Monthly Fees are hereinafter referred to collectively as the'Software Fees'. Maintenance Fees:Maintenance Fees are included in the Monthly Fees.For purposes of this Agreement,all references to Maintenance Pecs shall mean Monthly Fees. Maintenance Fees for third party software are set by the software vendor. 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. *Annual Fee:The Annual Fees shown above are for twelve-month periods during the Term(beginning on the Effective Date),which will be invoiced and paid as the Monthly Fees as shown above. *Monthly Fee(Subject to Adjustment):The Monthly Fees shown are based on the following options,determined by product:The quantity(Qty)of concurrent users for Dispatch,CornmCAD,and Billing;the Qty of Stations for FireRMS;the Qty of Customer Vehicles for Navigator and @)Work;the Qty of acilities for NetTransit;the Qty of employee resources for Crew Scheduler;the Qty of the tier(based on number of visits)for EMS Mobile I lealth;and for ePCR,the Qty of PCRs listed in the line item above(the PCR Volume).In the case of ePCR,following 12 months of service(from the completion of implementation),ZOLL will conduct an annual audit of PCR Volume.Should PCR volume exceed 110%of quantity for the 12 month period,ZOLI..,will invoice customer for the excess above quantity at the per PCR price listed in the line item above.Should a shortage greater than 10% of PCR Volume exist for the 12 month period,ZOLL will issue a credit in the amount of 10%of the Annual Fee.Future'billings for ePCR will be adjusted usted based on the new PCR Volume as determined by the audit for the following 12 month period.For EMS Mobile Health,adjustments to the pricing are outlined in Exhibit E.For NetTransit,@,)Work,and Crew Scheduler ASP,Monthly Fees will be determined by the previous month's actual usage. For the other products,adjustments to the Qty will be handled through an additional ASPA. This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. DocuSigned by: MAt [A+bVU 232DFFC2CFA847B Paul Laughton Interim Finance Director 10/4/2015 Ft� Page I ot'2 Customer Initials:_ ill