DocuSign Envelope ID: A2A7206D-BDC5-4884-AEC3-EA9D9345B959
EPIC SYSTEMS CORPORATION
TWENTY-THIRD AMENDMENT TO LICENSE
This Twenty-Third Amendment to License (“Amendment”) is entered into by and between Epic Systems Corporation (“Epic”) and
The County of Santa Clara (“You”).
BACKGROUND
Epic and You entered into a License and Support Agreement dated January 10, 2012, which has since been amended (as amended,
the “Agreement”).
Epic and You would like to amend the Agreement to add the Spirometry Integration Module as an Item of Program Property
licensed under the Agreement.
AMENDMENT
In consideration of the mutual covenants set forth below and in the Agreement, Epic and You agree as follows:
1.
Addition of Program Property. The Agreement is amended by adding the following module as an Item of Program Property
listed on Exhibit 1(a) of the Agreement, subject to the terms and conditions stated in this Amendment and in the Agreement:
Program Property
License Fee (US$)
Initial Monthly
Maint. Fee (US$)
Estimated
Implementation
Fees (US$)*
Spirometry Integration Module**
Limitations: The Item above is limited for use solely with the other Items of Program Property licensed by You under the Agreement.
* Installation, modifications, and support of testing of the above Item will be billed at Epic's then current in-house hourly rates. On-site
time, if needed, will be charged at Epic's then current hourly on-site rates. The estimated implementation fees for the above Item are as set
forth above and have been provided by Epic based on its experience with other similarly situated customers and other information available
to Epic as of the date of this Amendment. Actual implementation fees may vary from such estimate.
2.
License and Maintenance Fees.
The initial monthly
maintenance fee for the above Item is as provided in Section 1 of this Amendment. Maintenance fees will be due and payable,
and may be adjusted, as provided in the Agreement.
3.
Miscellaneous. The addition of the Program Property listed above may require additional licenses, including but not limited
to InterSystems Caché licenses, or other third-party software and may increase Your use of processor cycles, disk space and
memory. In connection with the addition of the Program Property, You may also require additional computer hardware,
storage, or other infrastructure, which may result in additional costs (including from Your hosting or infrastructure providers).
Except as otherwise expressly provided in this Amendment, all terms and conditions (including limitations) previously set
forth in the Agreement will remain in effect as set forth in the Agreement, and any fees payable pursuant to this Amendment
are in addition to all other fees payable under the Agreement. In the event that this Amendment and the Agreement are
inconsistent, the terms and provisions of this Amendment will supersede the terms and provisions of the Agreement, but only
to the extent necessary to satisfy the purposes of this Amendment. Upon Epic’s signature, this Amendment will be effective as
of the date of Your signature below.
<signature page attached>
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Considered: 11/15/2016
All capitalized terms used in this Amendment and not defined in this Amendment but defined in the Agreement will have the
meanings assigned to such terms in the Agreement.
DocuSign Envelope ID: A2A7206D-BDC5-4884-AEC3-EA9D9345B959
COUNTY OF SANTA CLARA
EPIC SYSTEMS CORPORATION
By: _________________________________________
DAVE CORTESE, President
Board of Supervisors
By: ____________________________________
Name: Erik J. Phelps
Title: General Counsel
Date: ___________________________________
Date: _________________________________________
ATTEST:
By: ___________________________________________
MEGAN DOYLE
Clerk of the Board of Supervisors
Date: _______________________________________
APPROVED AS TO FORM AND LEGALITY
By: ___________________________________________
MICHAELA LEWIS
Deputy County Counsel
Date: _______________________________________
APPROVED BY SCVHHS FINANCE
By: _________________________________________
JOHN COOKINHAM
SCVHHS Chief Financial Officer
Date: ______________________________________
The terms offered by this Amendment will expire if You have not returned an executed copy to Epic within 60 days of October 25,
2016. ONC Health IT Certification (for Meaningful Use) information, including pricing and limitations, is available here:
http://www.epic.com/Docs/MUCertification.pdf.
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