4. 09/21/2022 Agreement DocuSign Envelope ID: 16ACFF3B-8DEO-40OC-A55B-BEECB09FODD8
Order Order No.:O 36930
THIS ORDER FORM(this"Order")is made as of the date on which both parties have signed below(the"Effective Date")by and between
ZOLL Data Systems, Inc., a Delaware corporation with offices at 11802 Ridge Parkway, Suite 400, Broomfield, CO 80021,
accountsreceivable@zoll.com("ZOLL")and Monroe County Fire Rescue(the"Customer").
Bill To: Monroe County Fire Rescue Ship To: Monroe County Fire Rescue
490 63rd Street Suite 170 490 63rd Street
Marathon,FL 33050 Suite 170
Marathon,FL 33050
Email for Notices:tamborski-cheri(a monroecounty-fl.gov
Territory Manager: Kevin Stanhope Offer Expires: 09/30/2022
i
Lic. Annual Fees or
Item Type Description Qty Price One Time Monthly
Charge Fees
HBSP HL Hosted Billing Service Plus(Per Concurrent User) 3 $646.00 $23,256.00 $1,938.00
HBPR01 HL RescueNet Billing Pro(Per Transport/Month)-1 Year 310 $2.48 $9,207.00 $767.25
HEPCRPL HL Hosted RescueNet ePCR Plus(Per PCR/Month) 1 $1.75 $21.00 $1.75
HFPR HL Hosted RescueNet FireRMS Premium (Per Station) 10 $223.76 $26,851.56 $2,237.63
Comments:Price is guaranteed until September 30,2022. *MONTHLY FEES: $4,944.63
Renewal begins Oct 1st,2022. *ANNUAL FEES: $59,335.50
This will be invoiced annually per Customer's request.
TOTAL FEES: $59,335.50
ASP Services Payment Terms:ZOLL will invoice Customer upon the earlier of the Deployment Date or 60 days after the Effective Date (the
"Monthly Fees Commencement Date")and and at the beginning of each calendar month during the Term for the amount of the Monthly Fees for
each of the ASP Services listed above(i)prorated to account for any partial month,(ii)increased or decreased as set forth in the Adjustments to
Fees section below and(iii)if such Monthly Fees are based on the quantity of Concurrent Users,increased by an amount equal to$10 per month for
any Registered User in excess of 200%of the Concurrent Users Cap.Additionally,ZOLL will invoice Customer on the Effective Date for any One-
Time Fees listed above.
Monthly Fees are payable in advance for each month of ASP Services("Monthly Service Period"),except for the first Monthly Service Period.
Accordingly,the first invoice for Monthly Fees shall be for the amount of the Monthly Fee for the first Monthly Service Period and the Monthly Fee
for the second Monthly Service Period.Each subsequent invoice shall be for the amount of the Monthly Fee.
Term.Unless earlier terminated as set forth in the Agreement,(i)the initial term of this Order shall begin on the Effective Date and continue for 12
months after the Monthly Fees Commencement Date(the"Initial Term")and(ii)after the Initial Term,this Order automatically shall continue on a
month-to-month basis until so terminated.
Early Termination Fee.Notwithstanding the Agreement,if this Order is terminated prior to the expiration of the Initial Term by ZOLL for a
material default or by Customer without cause,then Customer immediately shall pay ZOLL an early termination fee equal the amount of(i)the
Annual Fees for the Initial Term minus(ii)the sum of Monthly Fees paid by Customer to ZOLL prior to the date of termination for the ASP
Services or Software set forth in this Order.
*Adjustments to Fees:Fees are subject to adjustment based on quantity as set forth in the attached Adjustment-to-Fees Addendum,including as a
result of Registered Users being in excess of the Concurrent Users Cap for Fees based on Concurrent Users.
Additional Terms for this Order:
• Order of Precedence:In the event of any inconsistency between this Order and any other portion of the Agreement,the terms and conditions
of this Order will control.
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DocuSign Envelope ID: 16ACFF3B-8DEO-40OC-A55B-BEECB09FODD8
Order Order No.:O 36930
• Insurance: ZOLL shall obtain and maintain throughout the term of this Agreement,at its own expense,cyber Liability insurance with a
minimum Limit of liability of not less than one million dollars($1,000,000). ZOLL will provide a certificate of insurance evidencing such
coverage upon Customer's request.
• Public Records. Customer is a public agency subject to Chapter 119, Florida Statutes.
To the extent ZOLL is acting on behalf of Customer pursuant to Section 119.0701,
Florida Statutes, ZOLL shall comply with all applicable public records laws as
"contractor," specifically to:
o Keep and maintain public records required by the public agency to perform the
service.
o Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the
cost provided in this chapter or as otherwise provided by law.
o Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and following completion of the contract if the
contractor does not transfer the records to the public agency.
o Upon completion of the contract, transfer, at no cost, to the public agency all
public records in possession of the contractor or keep and maintain public records
required by the public agency to perform the service. If the contractor transfers
all public records to the public agency upon completion of the contract, the
contractor shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the
contractor keeps and maintains public records upon completion of the contract,
the contractor shall meet all applicable requirements for retaining public records.
All records stored electronically must be provided to the public agency, upon
request from the public agency's custodian of public records, in a format that is
compatible with the information technology systems of the public agency.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS BRIAN BRADLEY AT 305 292-3470 Ilbiir Ille
Ilbiiriii ,,,,,ilr�,,,,,,,,,,,,, pril „ilrIlr „ ,,,,,, Ill,, , c/o Monroe County Attorney's Office,
, ,
1111 12th St., Suite 408, Key West FL 33040.
• Non-appropriations. ZOLL acknowledges that Customer is a governmental entity,and payments under this Agreement are based upon
the availability of public funding under its authority.In the event Customer fails to appropriate funds or make monies available,after
making due efforts,for the subsequent fiscal year covered by the term of this Agreement for the Products and Services to be provided,
Customer shall notify ZOLL prior to the start of such fiscal year and this Agreement shall be terminated on the last day of the fiscal year
for which funds were appropriated or monies made available for such purposes without further liability for such fiscal year payment and
such termination shall not be a breach of this Agreement.
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DocuSign Envelope ID:16ACFF3B-8DEO-40OC-A55B-BEECB09FODD8
Order Order No.: -36930
THIS ORDER IS SUBJECT TO THE TERMS AND CONDITIONS, AND APPLICABLE ADDENDA, AVAILABLE AT
htt[)s://www.zolidata.com/legal, WHICH ARE INCORPORATED BV REFERENCE. BV SIGNING BELOW, CUSTOMER
ACKNOWLEDGES HAVING READ AND AGREES TO AND INTENDS TO BE BOUND BV THEM. HARD COPIES ARE
AVAILABLE UPON REQUEST.
Each person signing below represents and warrants that she or he has the authority to bind the party for which he or she is signing to the
terms of this Order. By signing below,the parties agree to the terms and conditions of this Order. Once signed,any reproduction of this
Order made by reliable means(for example,photocopy or facsimile)is considered an original.
ZOLL Data Systems,Inc. Monroe County Fire Rescue
Authorized Signature: Authorized Signature:
EDocuSigned by:
D1 D2A604C6944D5...
Name: Sandy King Name: Steve Hudson
Title: Director of operational Accounting Title: Fire Chief
Date: 9/6/2022 1 16:21 PDT Date: 10.06.2022
\
Digitally signed by James D.
James D.Molenaar olenaar
Da e:2022.09.0215:17:33-04'00'
Approved as to Form and Legal Sufficiency
James D. Molenaar
Asst. County Attorney
MONROE COUNTY ATTORNEY'S OFFICE
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DocuSign Envelope ID: 16ACFF3B-8DEO-40OC-A55B-BEECB09FODD8
Adjustments-to-Fees Addendum Order No.:Q 36930
*Adjustments to Fees:Fees in the Order Form to which this addendum is attached(the"Order"),and of which it is a part,are subject to adjustment based on quantity
as specified below("Qty"),including as a result of Registered Users being in excess of the Concurrent Users Cap for Fees based on Concurrent Users:
Product Basis for Adjustment
ZOLL AR Boost Qty of transactions(the"Transaction Volume").Within thirty(30)days following the end of each month,ZOLL shall(i)conduct an
audit of the Transaction Volume for each of the ASP Services listed above;(ii)multiply the Transaction Volume by the per-transaction
price for each of the ASP Services listed above(the"Total Monthly Price");and(iii)calculate the sum of the Total Monthly Prices
for all of the ASP Services listed above(the"Total Monthly Price for All ASP Services").If the Total Monthly Price for All ASP
Services in any month is greater than the applicable Monthly Fees listed in the Order,then ZOLL shall invoice Customer for such
excess per the overage charges listed in the Order.If the Total Monthly Price for All ASP Services for any month is equal to or less
than the applicable Monthly Fee listed in the Order,then ZOLL shall not be obligated to refund Customer all or any part of the Monthly
Fees for such month.In no event shall Customer pay less than the applicable Monthly Fees for any month.
RescueNet''Billing Pro Qty of trips(the"Trip Volume")listed in the line item in the Order.ZOLL may conduct an audit of Trip Volume following the 12'
month after the Monthly Fees Commencement Date for Billing Pro and each anniversary of such date(a"Trip Audit').Should actual
Trip Volume,less any exclusions listed as a line item in the Order('Exclusions"),which shall be increased or decreased prorata with
actual Trip Volume(the"Actual Trip Volume"),for the preceding 12-month period(the"Trip Audit Period")exceed 110%of the
quantity of trips,less any Exclusions listed in the Order without a prorata increase or decrease,that was the basis for Monthly Fees in
the Trip Audit Period multiplied by 12(the"Estimated Trip Volume"),then ZOLL will invoice Customer for such excess multiplied
by the per-trip price listed in the Order(the"Per-Trip Price").Should the Actual Trip Volume be less than the Estimated Trip Volume
by more than 10%during the Trip Audit Period,then ZOLL will issue a credit in the amount of 10%of the Estimated Trip Volume
multiplied by the Per-Trip Price.Future billings of the Monthly Fee will be adjusted based on the Actual Trip Volume as determined
by the Trip Audit;provided,that the Monthly Fee shall not decrease by more than 10%.
ZOLL emsCharts Qty of PCRs(the"PCR Volume")listed in the line item in the Order.ZOLL may conduct an audit of PCR Volume following the 12th
month after the Monthly Fees Commencement Date for ZOLL emsCharts and each anniversary of such date(a"PCR Audit').Should
ZOLL emsCharts— actual PCR Volume(the"Actual PCR Volume")for the preceding 12-month period(the"PCR Audit Period")exceed 110%of the
Critical Care quantity of PCRs that was the basis for Monthly Fees in the PCR Audit Period multiplied by 12(the"Estimated PCR Volume"),then
ZOLL will invoice Customer for such excess multiplied by the per-PCR price listed in the Order(the"Per-PCR Price").Should the
Actual PCR Volume be less than the Estimated PCR Volume by more than 10%during the PCR Audit Period,then ZOLL will issue
a credit in the amount of 10%of the Estimated PCR Volume multiplied by the Per-PCR Price.Future billings of the Monthly Fee will
be adjusted based on the Actual PCR Volume as determined by the PCR Audit;provided,that the Monthly Fee shall not decrease by
more than 10%.
ZOLL Fire Reports Qty of Fire Reports(the "Fire Report Volume")listed in the line item in the Order. ZOLL may conduct an audit of Fire Report
Volume following the 12'month after the Monthly Fees Commencement Date for ZOLL Fire Reports and each anniversary of such
date(a"Fire Report Audit').Fire Report Volume(the"Actual Fire Report Volume")for the preceding 12-month period(the"Fire
Report Audit Period")exceed 110%of the quantity of Fire Reports that was the basis for Monthly Fees in the Fire Report Audit
Period multiplied by 12(the"Estimated Fire Report Volume"),then ZOLL will invoice Customer for such excess multiplied by the
per-Fire Report price listed in the Order(the"Per-Fire Report Price"). Should the Actual Fire Report Volume be less than the
Estimated Fire Report Volume by more than 10%during the Fire Report Audit Period,then ZOLL will issue a credit in the amount of
10%of the Estimated Fire Report Volume multiplied by the Per-Fire Report Price.Future billings of the Monthly Fee will be adjusted
based on the Actual Fire Report Volume as determined by the Fire Report Audit;provided that the Monthly Fee shall not decrease by
more than 10%.
EMS Mobile Health Qty of the tier based on number of visits.Following six months from the Monthly Fees Commencement Date and every six months
thereafter,ZOLL will conduct an audit of the number of monthly visits(the"Visit Volume").Should the monthly Visit Volume for
any six month period exceed 110%of the maximum monthly visits for the current tier,then commencing the first month after the
completion of the audit,ZOLL will invoice Customer based on the new Visit Volume as determined by the audit and based on the
following tiers:(i)$750.00 for 1-150 visits per month;(ii)$1,250.00 for 151-300 visits per month;(iii)$2,000.00 for 301-600 visits
per month;and iv as quoted by ZOLL more than 600 visits per month.
Packaged Services Qty of trips(the"Trip Volume")listed in the line item in the Order.ZOLL may conduct an audit of Trip Volume following the 12'
month after the Monthly Fees Commencement Date for Packaged Services and each anniversary of such date(a"Trip Audit'). Should
actual Trip Volume("Actual Trip Volume")for the preceding 12-month period(the"Trip Audit Period")exceed 110%of the
quantity of trips that was the basis for Monthly Fees in the Trip Audit Period multiplied by 12(the"Estimated Trip Volume"),then
ZOLL will invoice Customer for such excess multiplied by the per-trip price listed in the Packaged Services—Overage line item in the
Order. Should the Actual Trip Volume be less than the Estimated Trip Volume by more than 10%during the Trip Audit Period,then
ZOLL will issue a credit in the amount of 10%of the Estimated Trip Volume multiplied by the per-trip price listed in the Packaged
Services—Overage line item in the Order. Future billings of the Monthly Fee will be adjusted based on the Actual Trip Volume as
determined by the Trip Audit;provided,that the Monthly Fee shall not decrease by more than 10%.
Packaged Services Qty of trips(the"Trip Volume")listed in the line item in the Order.ZOLL may conduct an audit of Trip Volume following the 12'
Premium month after the Monthly Fees Commencement Date for Packaged Services Premium and each anniversary of such date(a"Trip
Audit'). Should actual Trip Volume("Actual Trip Volume")for the preceding 12-month period(the"Trip Audit Period")exceed
110%of the quantity of trips that was the basis for Monthly Fees in the Trip Audit Period multiplied by 12(the"Estimated Trip
Volume"),then ZOLL will invoice Customer for such excess multiplied by the per-trip price listed in the Packaged Services Premium
—Overage line item in the Order. Should the Actual Trip Volume be less than the Estimated Trip Volume by more than 10%during
the Trip Audit Period,then ZOLL will issue a credit in the amount of 10%of the Estimated Trip Volume multiplied by the per-trip
price listed in the Packaged Services Premium—Overage line item in the Order. Future billings of the Monthly Fee will be adjusted
based on the Actual Trip Volume as determined by the Trip Audit;provided,that the Monthly Fee shall not decrease by more than
10%.
RescueNet''Billing Qty of Concurrent Users.
RescueNet Dis atch Qty of Concurrent Users.
RescueNet Eligibility of trips.
RescueNet FireRMS Qty of stations.
RescueNet Navigator Qty of Customer vehicles.
RescueNet(a-),Work I Qty of Customer vehicles estimated in Order,or Qty of trips ifspecified in the line item in the Order.
RescueNet''ePCR Qty of PCRs(the'PCR Volume")listed in the line item in the Order.ZOLL may conduct an audit of PCR Volume following the 12'
month after the Monthly Fees Commencement Date for RescueNet ePCR and each anniversary of such date a"PCR Audit").Should
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DocuSign Envelope ID: 16ACFF3B-8DEO-40OC-A55B-BEECB09FODD8
Adjustments-to-Fees Addendum Order No.:Q 36930
Product Basis for Adjustment
actual PCR Volume(the"Actual PCR Volume")for the preceding 12-month period(the"PCR Audit Period")exceed 110%of the
quantity of PCRs that was the basis for Monthly Fees in the PCR Audit Period multiplied by 12(the"Estimated PCR Volume"),then
ZOLL will invoice Customer for such excess multiplied by the per-PCR price listed in the Order(the"Per-PCR Price").Should the
Actual PCR Volume be less than the Estimated PCR Volume by more than 10%during the PCR Audit Period,then ZOLL will issue
a credit in the amount of 10%of the Estimated PCR Volume multiplied by the Per-PCR Price.Future billings of the Monthly Fee will
be adjusted based on the Actual PCR Volume as determined by the PCR Audit;provided,that the Monthly Fee shall not decrease by
more than 10%.
Mobile Care Connect Qty of trips(the"Trip Volume")listed in the line item above.ZOLL may conduct an audit of Trip Volume following the 12'month
after the Monthly Fees Commencement Date and each anniversary of such date(a"Trip Audit'). Should actual Trip Volume(the
"Actual Trip Volume")for the preceding 12-month period(the"Trip Audit Period")exceed 110%of the quantity of trips that was
the basis for Monthly Fees in the Trip Audit Period multiplied by 12 (the"Estimated Trip Volume"),then ZOLL will invoice
Customer for such excess multiplied by the per-trip price listed above,subject to increase in accordance with the Agreement(the"Per-
Trip Price");provided,that should Actual Trip Volume during any calendar month during the Trip Audit Period be(i)less than 300
trips,then the Monthly Fee attributable to such month will be the Per-Trip Price multiplied by 300 or(ii)more than 1,800 trips,then
Monthly Fee attributable to such month will be the Per-Trip Price multiplied by 1,800(the"Adjusted Trip Volume").Future billings
of the Monthly Fee will be adjusted based on the Adjusted Trip Volume.
ZOLL Billing Qty of claims(the"Claim Volume")listed in the line item in the Order.ZOLL may conduct an audit of Claim Volume following the
12th month after the Monthly Fees Commencement Date for ZOLL Billing and each anniversary of such date(a"Claim Audit').
Should actual Claim Volume(the"Actual Claim Volume")for the preceding 12-month period(the"Claim Audit Period")exceed
110%of the quantity of claims that was the basis for Monthly Fees in the Claim Audit Period multiplied by 12(the"Estimated Claim
Volume"),then ZOLL will invoice Customer for such excess multiplied by the applicable per-claim price,determined as if such
excess were the final claims in Actual Claim Volume,less any discounts specified in the Order.Future billings of the Monthly Fee
will be adjusted based on the Actual Claim Volume as determined by the Claim Audit;provided,that the Monthly Fee shall not
decrease by more than 10%.
ZOLL Respond Qty of trips(the"Trip Volume")listed in the line item in the Order.ZOLL may conduct an audit of Trip Volume following the 12th
month after the Monthly Fees Commencement Date for ZOLL Respond and each anniversary of such date(a"Trip Audit').Should
actual Trip Volume(the"Actual Trip Volume")for the preceding 12-month period(the"Trip Audit Period")exceed 110%of the
quantity of trips that was the basis for Monthly Fees in the Trip Audit Period multiplied by 12(the"Estimated Trip Volume"),then
ZOLL will invoice Customer for such excess multiplied by the applicable per-trip price,determined as if such excess were the final
trips in Actual Trip Volume,less any discounts specified in the Order.Future billings of the Monthly Fee will be adjusted based on
the Actual Trip Volume as determined by the Trip Audit;provided,that the Monthly Fee shall not decrease by more than 10%.Actual
Trip Volume includes only trips that have entered transporting status.
ZOLL Care Exchange Qty of transports(the"Transport Volume")listed in the line above.ZOLL may conduct an audit of Transport Volume following the
12th month after the Monthly Fees Commencement Date for ZOLL Care Exchange and each anniversary of such date(a"Transport
Audit'). Should actual Transport Volume(the"Actual Transport Volume")for the preceding 12-month period(the"Transport
Audit Period")exceed 110%of the quantity of transports that was the basis for Monthly Fees in the Transport Audit Period(the
"Estimated Transport Volume"),then ZOLL will invoice Customer for such excess in accordance with the tiers set forth below(the
"Tiers")based on the Actual Transport Volume,determined as if such excess were the final claims in Actual Transport Volume,less
any discounts specified in the Order.Future billings of the Monthly Fee will be adjusted based on the Actual Transport Volume as
determined by the Transport Audit;provided,that the Monthly Fee shall not decrease by more than 10%.
Tiers for ZOLL Care Exchange.The following Tiers apply to ZOLL Care Exchange based on the Qty of transports per year:
Q Annual Fee Q Annual Fee; Q Annual Fee Q Annual Fee Q M$80,5ff0000J
U to 9,999 $17,500.00 20,000-29,999 $31,500.00 40,000-49,999 $45,500.00 60,000-69,999 $59,500.00 80,000-89,999
10,000-19,999 $24,500.00 30,000-39,999 $38,500.00 50,000-59,999 $52,500.00 70,000-79,999 $66,500.00 90,000-99,999
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