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1 <br />Sally Kadle <br />From:Kerry Onda <Kerry.Onda@zoll.com> <br />Sent:Wednesday, June 29, 2022 12:02 AM <br />To:James Bryan <br />Cc:Sally Kadle; Sonia Ensenat <br />Subject:[EXTERNAL MAIL!] RE: RE: Contract for software annual maintenance for Orange County <br />- Zoll RescueNet <br />Hello James, thank you for getting back to me. We’d like to migrate to ZDS’s standard terms sooner to keep the contract <br />fresh, but ZOLL Data Systems, Inc. is open to the idea of using the 2007 MSLA for another period with an amendment. <br /> <br />That quote for a 3 year commitment is actually pretty out of date (1/30/2020). Normally ZDS would send a new quote <br />with current standard terms. Since we’re working together directly, I thought I’d try to corral it here. If Orange County <br />commits to a 3 year term and both parties sign a mutually agreeable amendment to the 2007 MSLA before 8/1/22, the <br />following Maintenance Fees could hold steady from 8/1/22 – 7/31/25. Please feel free to propose your amendment <br />form to the Master Software License Agreement dated September 27, 2007 (“MSLA”). I’ll be happy to take a look. For <br />example: <br /> <br />Customer is purchasing Maintenance Services from ZDS through July 31, 2025 pursuant to Section 6.2 <br />(Maintenance Fees) of the MSLA. Notwithstanding ZDS’s standard Maintenance Fees for Maintenance <br />Services, the parties agree that the annual Maintenance Fees for the following Software are $41,241.75 <br />for the period August 1, 2022 – July 31, 2025: <br /> <br />6 RN Billing Professional User Licenses $10,296.00 <br />1 RN ePCR Network/WebPCR User License $ 660.00 <br />Professional Reports/Crystal Interface $ 1,375.00 <br />AutoAttach for Scanned Documents $ 660.00 <br />Custom Report $ 96.25 <br />Patient Invoice Single Trip ECM $ 660.00 <br />ZDS will invoice Customer annually, approximately 30 days prior to the start of each annual <br />period. Following July 31, 2025, the standard Maintenance Fee definition applies. For avoidance of <br />doubt, Maintenance Fees do not include applicable Taxes pursuant to Section 6.5 (Taxes) of the MSLA or <br />expenses requested pursuant to Section 2.2 (Travel and Other Expenses) of Exhibit A (Maintenance <br />Services). <br /> <br />I realize that as a County, Taxes are generally N/A. ZDS makes the note for form. Section 2.2 (Travel and Other <br />Expenses) deals with expenses if Customer requests on-site Maintenance Services (normally provided from ZDS’s <br />location). <br /> <br />Best regards, <br />Kerry <br /> <br />Kerry Onda <br />Counsel, Data <br />ZOLL Data Systems, Inc. <br />+1 720-232-4536 (cell) <br />kerry.onda@zoll.com <br />www.zolldata.com <br />DocuSign Envelope ID: EB6F0482-539C-46A3-8C62-0C225316A99D