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1829 Boundtree BOundTree Operative IQ Licensing Agreement �%101A Customer Company Name: Sanford Bound Tree Medical, LLC Address: 1303 William Clark Ave. 5000 Tuttle Crossing Blvd. Sanford FL,32771 Dublin,OH 43016 Attention: Shawn Treloar Mark Dougherty E-mail:shawn.treloar@sanfordfl.gov Mark.Dougherty@sarnova.com ZTh' LicensingAgreement(the"Agreement")is hereby entered this RESPONSIBLE FOR ALL REGULAR SERVICE AND day of MA.VLM 201P (the "Effective Date") by and between MAINTENANCE OF PRODUCTS AND SOFTWARE ACCESSORIES. Company and Customer (referred to herein as the "Parties" or IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DAMAGES "Party"). OR NONCONFORMITY OF PRODUCTS AND SOFTWARE 1. Scope. The terms and conditions below represent the ACCESSORIES TO THE EXTENT CAUSED EITHER DIRECTLY OR Terms acid conditions under which Company will grant a INDIRECTLY BY CUSTiOMER OR ITS DESIGNATED license to Customer for the Operative IQ Mobile Inventory REPRESENTATIVES,EMPLOYEES,CONTRACTORS,OR AGENTS. Management System for Emergency Medical Services (the 8. Force Majeure. In the event that either Party is prevented "Software"). The term of this Agreement shall be as if the from performing or is unable to perform any of its Effective Date and remain in full force and effect for 3 year(s) obligations under this Agreement (other than payment of after the Effective Date. amounts due hereunder)due to any Act of God,fire,casualty, 2. Term. The term of this Agreement shall become effective as flood, war, strike, lockout, epidemic, destruction of facilities, of the Effective Date and shall remain in full force and riot, insurrection, or any other cause beyond the effective for 3 year(s) after the Effective Date unless reasonable control of the Party invoking this Section, such otherwise terminated in accordance with the provisions set party's performance shall be excused and the time for the forth herein. performance shall be extended for the period of the delay 3. Grant of Non-Exclusive License. Subject to the terms and or inability to perform due to such occurrences. conditions of this Agreement, Company hereby grants to 9. Confidentiality. Neither Party may disclose the terms and Customer a non-exclusive irrevocable license to the Software conditions of this Agreement to a third party without the during the Term(the"License"). prior written consent of the other,except as required by law 4. Licensing Fee. The fee for each License shall be as specified or as necessary to perform its obligations under this on Exhibit A, per Contract Year, payable as of the respective Agreement.Notwithstanding the foregoing,Company may use Contract Year. For this purpose a "Contract Year" is the certain Customer information as input data in a database Twelve (12) consecutive month period beginning on the where Customer's identity shall be kept anonymous. Neither Effective Date and each succeeding Twelve (12) month party will make any press release nor other public consecutive 12 month period during the Term. If this announcement regarding this Agreement without the other Agreement ends prior to the end of a Contract Year, the part's prior written consent except as required under annual licensing fee will be pro-rated to reflect the number of applicable law or by any governmental agency. months in the final Contract Year. The number of licenses 10. Miscellaneous. Both Parties shall comply with all laws, issued under this Agreement is as specified in Exhibit A. rules, and regulations applicable to this Agreement. All S. Software Accessories. Customer may purchase Software purchases under this Agreement are for Customer's Accessories needed to operate the software at the prices "own use" as such term is defined in judicial or legislative specified on Exhibit A. The Software Accessories shall be interpretation. This Agreement is the entire agreement payable at the time of purchase. between the parties with regard to the subject matter of this .6. Set Up and Training. Set up of the Product shall be Agreement. No amendment of the terms of this Agreement performed by the software developer at the price specified on will be binding on either party unless reduced to writing and Exhibit A. signed by an authorized employee of the party to be bound. 7. Warranties. Products licensed by Company and Software 11. Termination. Each Party reserves the right to terminate the Accessories carry only those warranties made for them by Agreement if: (a) the other Party ceases to function as a their manufacturers. The duration of the warranty shall going concern in the normal course of business;(b)the other extend for the length of time set by the manufacturer. THERE Party commits or suffers any act of bankruptcy or insolvency; ARE NO OTHER EXPRESSED OR IMPLIED WARRANTIES, (c)upon notice of termination after notice of a material breach INCLUDING ANY WARRANTY OF MERCHANTABILITY OR has been given and such breach is not cured within thirty(30) FITNESS FOR A PARTICULAR PURPOSE. COMPANY'S SOLE days following the notice of breach. OBLIGATION AND CUSTOMER'S EXCLUSIVE REMEDY FOR 12. Relationship of Parties. Each Party is an independent BREACH OF ANY WARRANTY SHALL BE, AT COMPANY'S contractor of the other. Neither Party shall be the legal OPTION,TO REPAIR OR REPLACE THE PRODUCT. COMPANY agent of the other for any purpose whatsoever and therefore SHALL NOT BE LIABLE FOR PUNITIVE, SPECIAL, PROXIMATE, has no right or authority to make or underwrite any promise, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. warranty, or representation, to execute any Agreement, or NOTWITHSTANDING THIS WARRANTY, CUSTOMER SHALL BE otherwise to assume any obligation or responsibility in the V20131028 BoundTree medrem!. Operative IQ Licensing name of or on behalf of the other party, except to the extent be sent to General Counsel, Sarnova, Inc., 5000 Tuttle specifically authorized in writing by the other Party. Crossing Blvd., Dublin, OH 43016 (such copy shall not 13. Assignment. This Agreement and the rights and obligations constitute legal notice). hereunder shall be binding upon and inure to the benefit of 15. Headings. The headings of this Agreement are for the Parties hereto and their respective successors and assigns; convenience only and shall not affect the meaning of the provided that no Assignment,sale or other assignment of this terms of this Agreement. Agreement can occur unless either (a)the transfer occurs by 16. Governing Law. This Agreement shall be governed by and way of merger, reorganization,consolidation, amalgamation, construed in accordance with the laws of the State of Ohio, or as part of a transfer of all or substantially all of the excluding any conflicts or choice of law rule or principle that assigning party's assets, or (b) then non-transferring Party might otherwise refer construction or interpretation of this consents to the transfer. In the event of such a transfer,the Agreement to the substantive law of another jurisdiction. transferring Party agrees to secure consent from the 17. Severability. If any provision of this Agreement is held to transferee that it will assume and perform all obligations of be illegal, invalid or unenforceable under any present or the transferring Party under this Agreement. Supplier or future law, and if the rights or obligations of either Party Company shall give the other written notice of any anticipated under this Agreement will not be materially and adversely assignment of the Agreement as soon as administratively affected thereby such provision shall be fully severable and practicable after such information may first be made the remaining provisions of this Agreement shall remain in public. full force and effect to the fullest extent permitted by 14. Notices. All notices or other communications that are applicable law, each Party hereby waives any provision of required or permitted hereunder shall be in writing and law that would render any provision prohibited or delivered personally, sent by facsimile (and such facsimile unenforceable in any respect. must be promptly confirmed by personal delivery, registered 18. Waiver. The failure of either Party to assert a right or certified mail or overnight courier as provided herein),sent hereunder or to insist upon compliance with any term or by nationally-recognized overnight courier or sent by condition of this Agreement shall not constitute a waiver of registered or certified mail, postage prepaid, return receipt that right or excuse a similar subsequent failure to perform requested,to the addresses first specified hereinabove, or to any such term or condition by the other Party. such other address as the Party to whom notice is to be 19. Counterparts. This Agreement may be executed in two or given may have furnished to the other Party in writing in more counterparts, each of which shall be deemed an accordance herewith,to the attention of the Chief Executive original,but all of which together shall constitute one and the Officer. In addition, a copy of any notice to Company must same instrument. IN WITNESS WHEREOF,the parties hereto have executed this Company Agreement as of thi day ofPi941 Customer Bound Tree Medical,LLC By. �!._ ��.e -/, By. Name: " XJ �J C ����r�'� Name: 4J Title: T� �" ` d/um b o,, Title: d 4J t,E,a'"�±,f^ a F'f-rY.,kn, ,t-i *To the extent any item is provided at no charge,it is deemed to be provided at a discount on the full price of such item. These discounts are governed by the terms of a separate rebate agreement between the Parties. The parties acknowledge that the rebate provided under the terms of this Agreement constitutes a"discounts or other reductions in price"under section 1128 B(b)(3)(A)of the Social Security Act 42 U.S.C. 1320a-7b(b)(3)(A). Accordingly,Customer shall disclose the discount to any state or federal program that provides cost or charge-based reimbursement to the extent required by law. BoundTree Customer Rebate Agreement medical Customer Company Name:Sanford Bound Tree Medical,LLC Address:1303 William Clark Ave. 5000 Tuttle Crossing Blvd. Sanford FL,32771 Dublin,OH 43016 Attention:Shawn Terloar Attention: Mark Dougherty Telephone:407-688-5047 Telephone:614.760.5018 Email:shawn.treloar@sanfordfl.gov E-mail:Mark.Dougherty@sarnova.com This Rebate Agreement(the"Agreement")is hereby entered this Party unless reduced to writing and signed by an authorized _day of .2016_(the"Effective Date")by and between employee of the Party to be bound. Customer and Company(referred to herein as the"Parties" or"Party"). 8. Termination. Generally this Agreement shall terminate at the end 1. Scope. The terms and conditions below represent the terms and of the Term or as otherwise agreed in writing by the Parties; conditions under which Company will pay a rebate to Customer.The provided, however, that each Party reserves the right to terminate terms and conditions of any supply or similar contract executed, the Agreement if: (a) the other Party ceases to function as a going between the Parties shall apply to and govern this Agreement, to concern in the normal course of business; (b) the other Party the extent the terms of that agreement do not conflict with the commits or suffers any act of bankruptcy or insolvency. terms set forth herein. This Agreement shall include Exhibits A 9. Assignment. This Agreement and the rights and obligations hereto,which is incorporated herein by reference. hereunder shall be binding upon and inure to the benefit of the 2. Eligibility for Rebate. If Customer's purchases of products Parties hereto and their respective successors and assigns; provided purchased from Company during the period beginning on the that no assignment of this Agreement can occur without the prior Effective Date and ending as specified in Exhibit A (the "Rebate written consent of the other Party. Period") satisfies or exceeds the minimum purchase targets 10. Governing Law. This Agreement shall be governed by and specified in Exhibit A, Customer shall be eligible for a rebate in the construed in accordance with the laws of the State of Ohio, amount specified in Exhibit A, in accordance with the terms of this excluding any conflicts or choice of law rule or principle that might Agreement otherwise refer construction or interpretation of this Agreement to 3. Payment of Rebate. The rebate is payable(as soon as practicable the substantive law of another jurisdiction. after the close of the Rebate Period) by credit memo upon 11. Waiver. The failure of either Party to assert a right hereunder or to calculation and approval of the rebate by Company. insist upon compliance with any term or condition of this Agreement 4. Compliance with Safe Harbor Requirements. The Parties shall not constitute a waiver of that right or excuse a similar acknowledge that the rebate provided under the terms of this subsequent failure to perform any such term or condition by the Agreement constitutes a "discounts or other reductions in price' other Party. under section 1128 B(b)(3)(A) of the Social Security Act 42 U.S.C. 12. Counterparts. This Agreement may be executed in two or more 1320a-7b(b)(3)(A). Accordingly, Customer shall disclose the counterparts, each of which shall be deemed an original, but all of discount to any state or federal program that provides cost or which together shall constitute one and the same instrument. charge-based reimbursement to the extent requi ed by law. 5. Term. This Agreement shall commence on the Effective Date and continue for a period of one-year. This Agreement may be renewed IN WITNESS WHEREOF,the parties hereto have executed this Company for additional one-year periods by mutual agreement of the Parties. Agreement as of this 2�Zdayof1111441_//1`%,2017 6. Confidentiality. Neither Party may disclose the terms and conditions of this Agreement to a third Party without the prior Customer _ written consent of the other, except as required by law or as By: necessary to perform its obligations under this Agreement. Name: Notwithstanding the foregoing, Company may use certain Customer information as input data in a database where Customer's identity Title: ►j � shall be kept anonymous. Bound Tree Medica, oe 7. Miscellaneous. This Agreement is the entire agreement between By. the Parties with regard to the subject matter of this Agreement. No amendment of the terms of this Agreement will be binding on either Mark ugherty,CO BoundTree ,. 800-533-0523 ' www.boundtree.com Exhibit A* Customer Name: Sanford BTM Customer Number: 114354 BTM Account Manager: Shawn Murphy Number of Inventory Management Licenses: 11 Number of Fleet Management Licenses: 0 Number of Narcotics Tracking Licenses: 0 Rebate Period: 3 Years Bound Tree Pricing Surnmary Year 1, ;"'year) '16ar 3 TC+TAL : Inventory Management Licenses $3,762.001 $3,762.00 $3,762.00 $11,286.00 Total Fees Before Rebate $3,7621 $3,7621 $3,7621 $11,286 found 1 ree Dscaun#;pricing 5urrmary Year 1 Year.2 Year`3, T T Rebate Percentage for Licenses 50% 50% 50% Inventory Management Licenses $1,881 $1,881 $1,881 $5,643 Total Fees After Rebate $1,881 $1,881 $1,881 $5,643 Eebate Calculation Rebate Percentage50°%0 50% 50% TCiT 1[ SAVINGS. Minimum Purchase Commitment for Rebate $82,000 $82,000 $82,000 Rebate Amount $1,881 $1,881 $1,881 $5,643 *To the extent any item is provided at no charge, it is deemed to be provided at a discount on the full price of such item. These discounts are governed by the terms of a separate rebate agreement between the Parties. The parties acknowledge that the rebate provided under the terms of this Agreement constitutes a "discounts or other reductions in price" under section 1128 B(b)(3)(A)of the Social Security Act 42 U.S.C. 1320a-7b(b)(3)(A). Accordingly,Customer shall disclose the discount to any state or federal program that provides cost or charge-based reimbursement to the extent required by law.