HomeMy WebLinkAbout32649First Amendment
to the Contract between the
County of Fresno
And
Netsmart
Agreement No. 14-111-1
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First Amendment .......................................................................................................................... I
R E C I T A L S ............................................................................................................................. I
W I T N E S S E T H ..................................................................................................................... I
1.That the entirety of Section VII. COMPENSATION/INVOICING of the Agreement,
beginning on page 16, line 5 and ending on page 19, line 7, be deleted and replaced with the
following: ................................................................................................................................... I
VII. COMPENSATION/INVOICING ..................................................................................... II
A)ONE-TIME FEES FOR CWS INSTALLATION, TRAINING, AND PROJECT
MANAGEMENT ..................................................................................................................... II
B)ONE-TIME FEES FOR ORCHARD LICENSE, INTERFACES, INSTALLATION,
TRAINING, AND PROJECT MANAGEMENT ........................................................................ II
C)PAYMENT SCHEDULE FOR ONE-TIME FEES .......................................................... III
XIV. NOTICES .........................................................................................................................VI
A)AUTHORITY TO GIVE AND RECEIVE NOTICES .......................................................VI
B)PRIMARY ESCALATION CONTACT INFORMATION .................................................VI
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A G R E E M E N T
THIS FIRST AMENDMENT (“First Amendment”) TO AGREEMENT is made and entered into
this _______ day of ___________, 2018, by and between the COUNTY OF FRESNO, a
political subdivision of the State of California, hereinafter referred to as "COUNTY", and
Netsmart Technologies, whose corporate address is at 3500 Sunrise Highway, Suite D122, Great
River NY 11739, hereinafter referred to as "CONTRACTOR".
R E C I T A L S
WHEREAS, COUNTY purchased a computer-based information system for client registration,
referral, client service tracking, quality assurance, scheduling, billing and reporting hereinafter
“myAvatar”; and
WHEREAS, COUNTY and CONTRACTOR entered into Agreement Number A-14-111
(“Original Agreement”) dated March 25th, 2014 for the purchase of and continued maintenance
and support of the myAvatar, CWS, and Mobile system (“System”); and
WHEREAS, CONTRACTOR provides continuous maintenance and support for myAvatar,
Mobile, and CWS; and
WHEREAS, COUNTY and CONTRACTOR now desire to further amend the Agreement to
purchase the Orchard Laboratory Information Management System (“LIMS”), maintenance and
support, and to increase the total compensation accordingly, and;
NOW, THEREFORE, the COUNTY and CONTRACTOR for and in consideration of the
promises herein, and for other good and valuable consideration, the parties agree as follows:
W I T N E S S E T H
1.That the entirety of Section VII. COMPENSATION/INVOICING of the Agreement,
beginning on page 16, line 5 and ending on page 19, line 7, be deleted and replaced with the
following:
20th March
Agreement No. 14-111-1
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VII.COMPENSATION/INVOICING
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive
compensation as follows:
A)ONE-TIME FEES FOR CWS INSTALLATION, TRAINING, AND PROJECT
MANAGEMENT
1.myAvatar CWS License $10,000
2.myAvatar CWS Project Management:$95,200
a) Project Management – 180 hours
b) Project Planning and Project Kick-Off Events – 80 Hours
1. Project Kick-Off
On-site Initial Training of CWS for Fresno County Project Team
2. Requires definition
c) Solution Architect – 60 hours
1. Requirements Analysis
2. Internal Reviews
d) Treatment Planning Configuration – 60 Hours
e) Rad Modeling and Crystal reports Assistance – 80 hours
f)“Train the Trainer” Training – 24 Hours
g) Go-live Support – 60 hours
544 Total Projected Hours
3. 30 Mobile Module License $12,800
Subtotal CWS One-time fees $ 118,000
B)ONE-TIME FEES FOR ORCHARD LICENSE, INTERFACES, INSTALLATION,
TRAINING, AND PROJECT MANAGEMENT
1.Orchard Harvest Application License $20,400
2.Orchard Harvest License - 8 $53,720
3.Orchard Microbiology Module $7,600
4.Orchard Copia Application Licensing $55,600
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5. Orchard Copia User Licenses (30 Concurrent) $14,175
6. Integrated ZetaFax software (2 Lines) $4,500
7. ADT HL7 Interface $6,500
8. Billing HL7 Interface $9,500
9. myAvatar HL7 ADT Interface to Harvest LIS $15,000
10. Orchard Harvest System Administrator Training
(5 days for up to 2 staff @ $3,900 per staff) $7,800
11. Orchard Copia System Administrator Training
(5 days for up to 2 staff @ $3,900 per staff) $7,800
12. Orchard Microbiology Module Training
(5 days for up to 2 staff @ $3,900 per staff) $7,800
13. Professional Services Time for Training, Installation
and Project Management
(15 weeks) $118,500
14. Avatar HL7 out-Bound Interface $12,800
15. Avatar HL7 In Abound Interface $16,000
Subtotal Orchard One-time fees $ 357,695
TOTAL One-time fees:
CWS $118,000 + LIMS $357,695 $ 475,695
C) PAYMENT SCHEDULE FOR ONE-TIME FEES
1. 30% upon all parties signing this Agreement.
2. 20% upon System Installation of Licenses.
3. 20% upon completion of Training.
4. 30% upon COUNTY’s First Production Use or 180 days after completion of
Training, whichever comes first.
D) NOT TO EXCEED AMOUNT FOR ONE-TIME FEES
It is understood and agreed that the dollar figures listed hereinabove for one-time fees
include applicable taxes which may be subject to change during the period for scheduled
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payments. In no event shall One-time Fees payment for services performed under this
Agreement exceed $475,695.00.
E) ANNUAL MAINTENANCE AND SUPPORT FEES:
1. Annual MPI, Interface, and myAvatar 100 Concurrent User Licenses $80,056
2. Annual CWS Maintenance and Support Services $ 2,100
3. Annual 30 Mobile Maintenance and Support Services $ 3,150
4. Orchard Avatar HL7 Uni Directional Interfaces $ 6,300
5. Annual Orchard Maintenance & Support Services (2019 & beyond) $ 37,571.40
TOTAL Annual Maintenance $ 129,177.40
F) FEE CHANGES
CONTRACTOR may increase Annual Maintenance and Support fees for years 2-5 of
this Agreement, upon thirty (30) days' advance written notice to COUNTY, provided
CONTRACTOR shall not increase such fees more than once in any one year period, and
provided further that each increase will not exceed the previous fees by the lesser of three
percent (3%) per year or (ii) the cumulative percentage increase in the Consumer Price
Index, All Urban Consumers for the U.S., during the previous year.
G) RATES FOR ADDITIONAL SERVICE FEES
Interfaces will be negotiated at the time they are needed and will be agreed upon by both
parties in writing. Optional, additional services may include, but are not limited to:
1. On-site System training/day $ 1,400
2. Billable Services / hour $ 175
3. Additional myAvatar User License $ 3,200
4. Additional myAvatar Annual Maintenance / License $ 550
5. Additional myAvatar Mobile License $ 500
6. Additional myAvatar Mobile Annual Maintenance $900
7. myAvatar Electronic Signature (eSIG) Module $ 10,000
8. myAvatar eSig Project Management Fee $ 500
9. myAvatar General Ledger Interface (GLI) $ 10,000
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10. myAvatar GLI Project Management Fee $ 2,400
11. myAvatar Management of Services Organization (MSO) $ 10,000
12. myAvatar MSO Project Management Fee $ 14,400
13. Perceptive Suite 12 Concurrent User License $ 10,000
14. Perceptive Suite Project Management Fee $ 7,500
15. OrderConnect Base $ 1,500
16. OrderConnect – 8 ePrescribing – Prescriber Subscription $ 7,200
17. OrderConnect – 31 ePrescribing – Non-Prescriber Subscription $ 4,836
18. OrderConnect Project Management Fee $1,600
19. OrderConnect Implementation and Training $ 3,400
20. Additional 1 Concurrent RADPlus User License $3,200
21. Additional Annual 1 RADPlus User License $ 672
22. Persimmony Interface TBD
23. Nurse Family Partnership (ETO) Interface TBD
Additional Service Fees shall only be paid to CONTRACTOR if any such services set
forth hereinabove are performed by CONTRACTOR upon COUNTY’s written request. In
no event shall payment for Additional Service Fees exceed $80,000 per year for each one
year period of this Agreement.
H) TOTAL CONTRACT AMOUNT
In no event shall the total payment for all services performed under this Agreement be
in excess of $1,410,439 during the entire maximum five (5) year term of this Agreement. It
is understood that all expenses incidental to CONTRACTOR'S performance of services
under this Agreement shall be borne by CONTRACTOR.
I) INVOICING
CONTRACTOR shall submit invoices, either electronically or via mail (and must
reference the provided contract number on the invoice) to the County of Fresno ITSD,
Accounts Payable, 333 W. Pontiac Way, Clovis CA 93612 or Accounts Payable
(ISDBusinessOffice@Co.Fresno.Ca.US ). COUNTY will pay CONTRACTOR within forty-
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five (45) days of receipt of an approved invoice, by mail addressed to CONTRACTOR’s
remittance address at 410 S Melrose Drive, Suite 100, Vista, CA 92081.
///
2. That the entirety of Section XIV. NOTICES of the Agreement, beginning on page 23,
line 7 and ending on page 24, line 10, be deleted and replaced with the following:
XIV. NOTICES
A) AUTHORITY TO GIVE AND RECEIVE NOTICES
The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
COUNTY OF FRESNO CONTRACTOR
Robert Bash E. Scott Menter
Chief Information Officer Vice President
333 W. Pontiac Way 410 S Melrose Drive, Suite 100
Clovis CA 93612 Vista, CA 92081
Any and all notices between the COUNTY and the CONTRACTOR provided for or permitted
under this Agreement or by law shall be in writing and shall be deemed duly served when
personally delivered to one of the parties, or in lieu of such personal services, when deposited in
the United States Mail, postage prepaid, addressed to such party or by electronic mail sent to and
confirmed by CONTRACTOR at CONTRACTOR’s email address.
B) PRIMARY ESCALATION CONTACT INFORMATION
The persons and their contact information that the COUNTY or CONTRACTOR can use to
escalate problems or situations:
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(1)
COUNTY CONTRACTOR
Contact # 1: Contact # 1:
George Sanchez Mr. Joseph McGovern
Information Technology Manager Executive Vice President
Office Phone: (559) 600-5800 Office Phone: (631) 968-2012#
Email: dmoore@co.fresno.ca.us Cell Phone: (631) 379-1784
Email jmcgovern@ntst.com
(2)
COUNTY
Contact # 2:
Mark Zack
Information Technology Division Manager
Office Phone: (559) 600-5800
Email: mzack@co.fresno.ca.us
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COUNTY and CONTRACTOR agree that this First Amendment shall take effect upon
execution, is sufficient to amend the Agreement and that upon execution of this First
Amendment, the Agreement and this First Amendment together shall be considered the
Agreement.
The Agreement, as hereby amended, is ratified and continued. All provisions, terms,
covenants, conditions and promises contained in the Agreement and not amended herein shall
remain in full force and effect.
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' i;J,,,' . ,J. tl h/ I).,J I/{)6 · :,, ' l l{;UJ,,/{,UA for...L,,�. c:r/;HI /;;w d
MARGAREll SMITH, CONTRACTS COORDINATOR
N etsmart Technologies 8 500Sunrise. Highway,S.uite 0122 Great Rive r, NY 11739
10
11 FOR ACCOUNTING USE ONLY:
12 Fund No.:
13 Subclass No.: Org No.: Account No.: 14
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0001 10000 56208550 7309
VUI
ATTEST: BERNICE E. SEIDEL
CLERK: OF THE BOARD OF SUPERVISORS
COUNTY OF FRESNO, STATE OF CAUFORNIA
By: >t �-A@-.J �
Geputy