HomeMy WebLinkAboutCare Coordination Systems LLC-Community Health Record Integrated Data Sharing Platform_A-22-214.pdf COU County of Fresno Hall of Records,Room 301
2281 Tulare Street
Fresno,California
Board of Supervisors 93721-2198
O �85G O Telephone:(559)600-3529
Minute Order Toll Free: 1-800-742-1011
www.co.fresno.ca.us
May 17, 2022
Present: 5- Supervisor Steve Brandau, Supervisor Nathan Magsig, Supervisor Buddy Mendes,
Chairman Brian Pacheco, and Vice Chairman Sal Quintero
Agenda No. 53. Public Health File ID:22-0142
Re: Make a finding that it is in the best interest of the County to suspend the competitive bidding process
consistent with Administrative Policy No. 34 for unusual or extraordinary circumstances for an
integrated data sharing platform system as Care Coordination Systems, LLC is the only provisionally
certified vendor for the Pathways Community Hub model; and approve and authorize the Chairman to
execute an Agreement and related documents with Care Coordination Systems, LLC for an integrated
data sharing platform, effective upon execution,for a five-year term,total not to exceed$845,750
APPROVED AS RECOMMENDED
Agreement No. 22-214
County of Fresno Page 56
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,A) r> Board Agenda Item 53
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DATE: May 17, 2022
TO: Board of Supervisors
SUBMITTED BY: David Luchini, RN, PHN, Director, Department of Public Health
SUBJECT: Agreement with Care Coordination Systems
RECOMMENDED ACTION(S):
1. Make a finding that it is in the best interest of the County to suspend the competitive
bidding process consistent with Administrative Policy No. 34 for unusual or extraordinary
circumstances for an integrated data sharing platform system as Care Coordination Systems,
LLC is the only provisionally certified vendor for the Pathways Community Hub model; and
2. Approve and authorize the Chairman to execute an Agreement and related documents with
Care Coordination Systems, LLC for an integrated data sharing platform, effective upon
execution,for a five-year term,total not to exceed $845,750.
There is no additional Net County Cost associated with the recommended actions. Approval of the
recommended actions would allow Care Coordination Systems, LLC (CCS)to provide the County with a
database sharing platform to implement the County's Community Health Worker(CHW) network.
Traditionally, CHWs have operated in silos, and referrals they make are dependent on their individual
knowledge. To be more consistent, the County has elected to adopt a centralized model where data and
information can be shared amongst CHWs and healthcare organizations. The Pathways Community Hub
(PCH) model is an evidence based framework adopted across the nation which standardizes how CHWs
are trained, with consistent documentation, and a payment for outcome structure. Fresno Community
Health Improvement Partnership (FCHIP) is contracted with the County to administer and implement the
Hub model. The services are funded through Department of Public Health grant funds and other public
health resources. This item is countywide.
ALTERNATIVE ACTION(S):
If the Board does not approve the recommended actions, the County will not be able to quickly implement a
CHW network, which will cause delays in a coordinated approach to address the social determinants of
health that are impacting our community. Further delay may result in not fulfilling the grant requirements
before the funding period ends, risking non-compliance.
SUSPENSION OF COMPETITION/SOLE SOURCE CONTRACT:
The Department requests to waive the competitive bidding process consistent with Administrative Policy No.
34. CCS is uniquely qualified as they are the only vendor that is provisionally certified through PCH. CCS
also has extensive experience with PCH and has completed integrated data systems for over 65 Pathways
Community Hubs nationwide. The ISD - Purchasing concurs with the Department's request to suspend the
competitive bidding process.
County of Fresno page 1 File Number.22-0142
File Number:22-0142
FISCAL IMPACT:
There is no increase in Net County Cost associated with the recommended actions. The recommended
agreement is fully funded through federal noncompetitive grant funding to address health disparities as well
as other funding which addresses data integration for Fresno County. The total cost of the recommended
5-year agreement with CCS is $314,750 in year one and $132,750 for subsequent years; $845,750 for the
term. Sufficient appropriations and estimated revenues are included in the Department's Org 5620 FY
2021-22 Adopted Budget and will be included in subsequent budget requests.
DISCUSSION:
On December 14, 2021, your board approved agreement No. 21-539 which allowed the County to partner
with Fresno Metro Ministries to allow them to act as the fiscal sponsor for FCHIP. This agreement also
allowed FCHIP to contract with community-based organizations to continue critical COVID response
activities as well as develop a CHW Network Hub to convert the reimbursement process into a payment for
outcome structure consistent with a national evidence based CHW Hub Pathways Model. Through the
Pathways Hub, CHWs will be able to coordinate with healthcare providers and other CHWs for resources
and referrals. The Hub also allows providers and CHWs to track client progress and measure client
success through various programs. FCHIP is the only organization in the Central Valley that is recognized
by the Pathways Hub organization for utilization of their evidence-based model.
The PCH Hub builds off the groundwork laid by the COVID Equity Project and continues the shared initiative
of FCHIP and the Department to establish an evidence based CHW network that can be significantly funded
from various funding resources through year 2023. The CCS platform is a key component in creating a
successful CHW network through their integrated capabilities with PCH. CCS is a PCH preferred vendor,
and the only vendor provisionally certified for the Pathways model. The CCS payment for outcome invoicing
function allows clients to be tracked through the lifetime of a referral and determines the most appropriate
blended funding sources to be billed based on services provided as well as client success through the
Pathway model. Through the Hub model, multisector partners throughout Fresno County will be able to take
a coordinated approach to address the social determinants of health that have contributed to high rates of
preterm, infant mortality, obesity, diabetes, cardiovascular disease, as well as other health issues faced by
our residents. The CCS platform creates a safe and seamless electronic data sharing and referral network
for partners. This includes the usage of this platform by other CHW efforts led by Fresno County
Department of Public Health, such as Advancing Health Literacy, Fresno County's Initiative to Address
COVID-19 Related Health Disparities, and Rural Mobile Health Program. The CHW network in conjunction
with the PCH Hub and CCS platform will allow for residents to receive access to a closed loop referral
network unique to their individual needs. The Hub will address health disparities impacted by COVID-19 and
address longstanding inequities that vulnerable populations of Fresno County have experienced long before
COVID-19. This model will be sustained beyond the Health Disparities grant by FCHIP and
community-based organizations who, after the initial purchase, will continue to utilize this software through
Hub model funding to create a sustainable network of care in Fresno County.
Internal Services Department and County Counsel have reviewed the contract and have found it to be
acceptable. County Counsel would like the following deviations from the standard contract noted:
• The agreement requires arbitration in Ohio.
• A limitation of liability section has been accepted at the discretion of the Department.
• CCS's cyber liability limits will begin at$1,000,000 at execution and be upgraded to$2,000,000 at the
time of their policy renewal on October 9, 2022 through the remainder of the term.
REFERENCE MATERIAL:
BAI #68, December 14, 2021
County of Fresno page 2 File Number:22-0142
File Number. 22-0142
ATTACHMENTS INCLUDED AND/OR ON FILE:
Suspension of Competition Acquisition Request
On file with Clerk-Agreement with Care Coordinated Systems, LLC
CAO ANALYST:
Ron Alexander
County of Fresno Page 3 File Number:22-0142
Macros Must Be Enabled -- Please Re-open and Enable [0 Email Me]
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Suspension of Competition Acquisition Request Double click!
1. Fully describe the product(s) and/or service(s) being requested.
The Fresno County Department of Public Health (FCDPH) is seeking a data sharing platform to be utilized by the
Fresno County HOPE HUB, a care coordination model that utilizes community health workers (CHW), for the
Health Disparities grant program. Services include a 5-year subscription to Care Coordination Systems (CCS)
software including:
• 104 user licenses to be used by FCDPH staff and subcontracted Community Based Organizations (CBO)
employing CHWs
• Trainings for users
• Secure client information and outcome tracking
• Internal and integrated community resource referral network
• Client access to the public facing Health Bridge.care community resource and referral portal with options for Tele-
Coordinator/Tele-Coach services
• Annual invoices with multiple performance-based outcomes
• Data Visualizations with custom dashboards to monitor key performance indicators
2. Identify the selected vendor and contact person; include the address, phone number and e-mail address for each.
Care Coordination Systems, LLC
75 Market Street
Akron, Ohio 44308, US
330.923.7202 x103
Bob Harnach, CEO
bob.harnach@ccs.health
3. What is the total cost of the acquisition? If an agreement, state the total cost of the initial term and the amounts for
potential renewal terms.
The cost of the software at a discounted 5-year contract rate is $314,750 for the first year, and $132,750 for
subsequent years totaling $845,750. This agreement will be paid through the Health Disparities grant and other
Public Health resources that align with the scope of this agreement.
4. Identify the unique qualities and/or capabilities of the service(s) and/or product(s)that qualify this as a Suspension of
Competition acquisition.
CCS is an integrated software that is a preferred vendor for the evidence-based Pathways Community HUB model
adopted by Fresno County as the preferred community health worker(CHW) network. The HUB model is a
framework in standardizing how CHWs are trained, with standardized documentation, and a payment for outcome
structure. Fresno County Health Improvement Partnership (FCHIP) is contracted with the County to administer
and implement the HUB model. CCS has completed integrated data systems for over 65 Pathways Community
HUBs. In addition CCS has integrated their data system into electronic medical records and/or health information
exchanges to 5 Pathway communities. CCS has also integrated with 3 insurance companies via electronic data
interchange transmission and 5 insurance companies through the CCS system. The experience that CCS has in
successful implementation into Pathways Community HUBs is significant in the Department's plan to convert the
participating community based organizations into a payment for outcomes model. Using CCS, FCDPH/FCHIP
will be able to track client progress and referrals from start to finish in the Pathways model. CCS also has an
invoicing module that will allow FCDPH/FCHIP to track the Pathways payment for outcome model to analyze
specifically which services are being funded as well as their success rates. Fresno County Superintendent of
Schools completed a study in evaluating similar database systems (e.g. UniteUS, Apricot 360,Activate Care, and
Avatar). Findings of the study identified a lack of existing data systems in the community as well as a lack of
current capacity to integrate data into an electronic medical record. Using this software will ensure improved and
efficient collection of data in a safe and secure manner, which is an advantage to the County and partners to
better track success and identify challenges within the new care coordination model.
5. Identify from Administrative Policy#34 what circumstances constitute a Suspension of Competition.
❑ In an emergency when goods or services are immediately necessary for the preservation of the public health,welfare,or safety,or for the
protection of County property.
❑When the contract is with a federal,state,or local governmental agency.
❑When the department head,with the concurrence of the Purchasing Agent,finds that the cost of preparing and administering a competitive
bidding process in a particular case will equal or exceed the estimated contract amount or$2,500 whichever is more.
❑When a contract provides only for payment of per diem and travel expenses and there is to be no payment for services rendered.
❑When obtaining the services of expert witnesses for litigation or special counsel to assist the County.
E-PD-048 (Rev 07/2021)
®When in unusual or extraordinary circumstances,the Board of Supervisors or the Purchasing Agent/Purchasing Manager determines that
the best interests of the County would be served by not securing competitive bids or issuing a request for proposal.
6. Explain why the unique qualities and/or capabilities described above are essential to your department.
With initial funding through the Health Disparities grant, CCS, in coordination with the Pathways Community HUB
model, will be able to address health disparities exacerbated by COVID-19, as well as other social determinants of
health. After the initial purchase, FCHIP and community-based organizations will continue to utilize this software
through HUB model funding. This technology will be used throughout Fresno County beyond the lifetime of the grant
to address a multitude of health disparities outside of COVID-19 and create a sustainable network of care in our
community.
7. Provide a comprehensive explanation of the research done to verify that the recommended vendor is the only vendor
with the unique qualities and/or capabilities stated above. Include a list of all other vendors contacted, what they were
asked, and their responses.
In February of 2022 a Community Information Exchange report was completed by Fresno County Superintendent of
Schools to study the best approach to creating a Community Information Exchange in Fresno County. Within the
report, multiple platform solutions were evaluated including CCS, various EHR/EMRs, UniteUS, Apricot 360,
Activate Care, and Avatar. Additionally, FCHIP leadership was given the opportunity to review demonstrations of
the same platform solutions. Of the evaluated platform solutions, CCS, Activate Care, and UniteUS were all
preferred vendors; however, CCS is the only vendor provisionally certified for the Pathways Community HUB
model and the only vendor in progress to meet live validation standards for full certification. CCS also has an
executed contract with Pathways, whereas Activate Care and UniteUS do not. No other vendors are certified or
provisionally certified for the Pathways HUB. Other solutions also did not provide specialized reporting for
invoicing and did not provide as comprehensive a referral system as CCS.
mruvalcaba 2/15/2022 12:09:20 PM Division Manager [a Sign] Double click!
Requested By: Title
I approve this request to suspend competition for the service(s) and/or product(s) identified herein.
dluchini 2/15/2022 4:31:16 PM [a Sign] Double click!
Department Head Signature
gcornuelle 2/17/2022 10:41:38 AM [a Sign] Double click!
Purchasing Manager Signature
E-PD-048 (Rev 07/2021)
DocuSign Envelope ID:A8B68B62-D9A1-422A-8A94-4D3DE58B6F37
care Agreement No. 22-214
coordination
systems
Community Health Record
Software License Agreement
This Software License Agreement is made on May 17, 2022 , between the County
of Fresno, California ("the Customer") and Care Coordination Systems LLC ("CCS")
details the terms and conditions by which CCS will permit the Customer to access and
use CCS's Community Health Record platform, including any accompanying
applications (collectively, "the Software").
1. Grant of License. Subject to the terms of this Agreement and the Specifications
attached to this Agreement, which are incorporated here by reference, CCS grants the
Customer a nonexclusive, nontransferable (except as otherwise provided below) license
("the License") for individuals identified by the Customer ("Licensed Users") to use the
Software in accordance with this Agreement. Unless otherwise provided in the
Specifications, the License granted herein is granted solely to the Customer and not, by
implication or otherwise, to any parent, subsidiary, or affiliate of the Customer.
2. Scope of License.
(a) Under this License, the Customer may enter data, generate reports, and print
out, or otherwise make, printed or electronic copies ("Copies") of the reports,
numeric results, and other information or materials generated from Customer's
access and use of the Software for the Customer's business purposes. As used
in the previous sentence, the phrase "the Customer's business purposes"
specifically includes (but is not limited to):
(1) providing care coordination, health, and social services to the
Customer's clients,
(2) sharing of client information with service providers and other care
coordination agencies through a community HUB, and
(3) compiling statistics and making reports to state or federal government
agencies or private funders regarding the Customer's care coordination
activities;
provided, however, that those features and functions of the Software which support
the use of the Pathways 2.0 HUB Model ("Pathways 2.0") promulgated by the
Pathways Community Hub Institute ("PCHI") shall only be available to the
Customer as provided in Section 17 below.
(b) CCS may reasonably restrict access rights to the Software by issuance and
usage of passwords, login controls, encryption, and other means, including Login
Credentials described in Section 4 below.
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(c) Any future updates, modifications, enhancements or new versions of the
Software provided or made available to the Customer by CCS, in accordance with
Section 8(c) below, shall be considered Software subject to this Agreement.
(d) CCS may at any time and for any reason elect to modify, discontinue, delete
or restrict any aspect or feature of the Software without notice to the Customer or
any liability; however, CCS agrees to make commercially reasonable efforts to
provide the Customer with reasonable prior written notice of any such changes.
3. Reservation of rights. Except as provided in Sections 1 and 2 of this Agreement, the
Customer has no right, title, interest, or license in the Software.
(a) CCS or its licensors own all rights, title and interests in the Software, including
trade secrets, patents, copyrights and database rights. Any rights in the Software
not expressly granted to the Customer in this Agreement remain the sole and
exclusive property of CCS or its licensors.
(b) The Software is protected by applicable United States and foreign laws and
treaties, including copyright laws and treaty provisions.
(c) The Customer acknowledges that the Software provided under this Agreement
may, either now or in the future, include intellectual property which has been
licensed to CCS by PCHI or other third party licensors and CCS represents and
warrants that it has sufficient rights to license such intellectual property to
Customer. Each licensor of any such intellectual property
(1) has a proprietary interest in that component of the Software,
(2) is a direct and intended beneficiary of this Agreement, and
(3) may, in its sole discretion exercised independently of CCS, enforce all
its rights in its intellectual property (including rights under Sections 3, 6, and
13 of this Agreement) directly against the Customer.
4. Licensed Users. In order for the Customer to access and use the Software, the
Customer shall pay the License Fee set forth in the Specifications, and each individual
Licensed User identified by the Customer (up to the number of Licensed Users paid for)
shall register with CCS, provide CCS with an email address, and obtain a unique user
name and password for accessing the Software ("Login Credentials").
(a) CCS and the Customer agree that CCS may obtain email addresses from
Licensed Users upon their accessing and using the Software. Such e-mail
addresses will only be used for CCS' internal business purposes and not disclosed
to any third party irrespective of anything to the contrary in the CCS Privacy Policy.
(b) The Customer may add or remove particular Licensed Users at any time
without additional fees, by written notice to CCS, so long as the total number of
Licensed Users does not exceed the maximum number set forth in the
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Specifications. Additional Licensed Users in excess of this number may be added
as provided in subsection (c) below.
(c) The Customer may increase the maximum number of Licensed Users at any
time upon written notice to CCS and payment of the additional per-user license fee
set forth in the Specifications, prorated to the end of the current year, for each
additional Licensed User. If additional Licensed Users are added in excess of the
maximum provided for in the License Agreement, the additional cost will be
reconciled monthly.
(d) The Customer is responsible and wholly liable for all acts or omissions
committed by any person using the Login Credentials issued to the Customer's
Licensed Users.
(e) The Customer agrees to honor these restrictions and requirements by limiting
access to the Software to only the Licensed Users granted Login Credentials by
CCS, not allowing those Licensed Users to share or distribute Login Credentials
to other individuals not specifically identified by the Customer and granted access
rights by CCS, and by developing, implementing and maintaining audit processes
and procedures to confirm compliance by the Customer's employees.
(f) Any and all personal information obtained from the Customer or a Licensed
User by CCS relating to this Agreement and the Software is subject to CCS's
Privacy Policy, and the Customer agrees to the terms and conditions of the Privacy
Policy provided that nothing in the Privacy Policy shall permit a disclosure or use
of information that would otherwise not be permitted hereunder or the Business
Associate Agreement between the parties.
5. Data. The Customer is the owner of all information entered into the Software by the
Customer, and all records and information generated through the Customer's use of the
Software in accordance with the terms of the License, including individual client records
and reports generated by the Software and any other information or data of Customer or
its clients to which CCS will have access in connection with this Agreement ("the Data").
(a) Subject to the terms and conditions of this Agreement, CCS will store Data for
the Customer as set forth in the Specifications. In so doing, CCS shall follow the
same archival procedures for Customer's Data as CCS employs for its own data,
as modified from time to time in CCS' sole discretion.
(b) CCS is not responsible for any loss of or inability to retrieve or utilize Data.
(1) In the event of any loss or damage to the Customer's Data, the
Customer's sole and exclusive remedy shall be for CCS,to use commercially,
reasonable efforts to replace or restore the lost or damaged Data from the
latest backup of such Data which CCS has maintained in accordance with
this Agreement, the Service Level Agreement, or CCS' standard archival
procedures, or from the Customer's backup, if one exists.
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(2) The Customer is permitted to backup any and all Data and Copies on
its own system, and CCS recommends that the Customer do so.
(c) The Customer agrees that CCS is permitted to access any and all Data for the
purpose of ensuring proper access and use of the Software by the Customer, to
maintain and troubleshoot the Software, and to restore Data from backups. Access
by CCS' employees will only be on a need to know basis for the foregoing
purposes.
(d) Notwithstanding the foregoing, CCS may disclose Data to third parties if such
disclosure is required by law, provided that CCS shall
(1) give prompt notice of such requirement to the Customer so it will have
the opportunity to seek a protective order or other appropriate remedy; and
(2) cooperate in the Customer's attempts to obtain confidential treatment
(such as filing under seal) of any Data which must be disclosed.
(e) The parties shall enter into a "Business Associate Agreement" with the other
as required by the Health Insurance Portability and Accountability Act of 1996 and
its associated regulations ("HIPAA"). If the terms of the applicable Business
Associate Agreement conflict with any terms of this Agreement, the most restrictive
terms shall control.
(f) CCS will promptly report to Customer any access, use or disclosure of Data
not permitted by this Agreement, and any successful or unsuccessful security
incident including any improper access of the Data or a breach of CCS' system
whether occurring at CCS or one of its vendors.
(g) The Customer further agrees that CCS is permitted to access and use any and
all Data in a de-identified form, and to provide de-identified Data to others, for the
purpose of research on public health issues and the effectiveness of care
coordination, and in the development of a new or improved platform. Prior to the
first such use of de-identified data, CCS shall obtain the Customer's approval of
the de-identified format to be used, which approval shall not be unreasonably
withheld.
6. Restrictions on use. The Customer agrees
(a) to only use the Software in the manner, and for the purposes, expressly
specified in this Agreement;
(b) not to decompile, disassemble, analyze or otherwise examine the Software for
the purpose of reverse engineering (except to the extent this restriction is expressly
prohibited by applicable law);
(c) not to delete or in any manner alter any notices, disclaimers or other legends
("Notices") contained in the Software or appearing on any screens, documents,
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reports, numeric results or other materials obtained by the Customer through use
of the Software;
(d) to reproduce and display all Notices on written or electronic Copies the
Customer makes in accordance with this Agreement;
(e) not to provide service bureau facilities or commercial time-sharing services to
any third party, or supporting operations for any third party, through the access
and/or use of the Software;
(fl not to attempt to access any systems, programs or data of CCS or any affiliate
of CCS (including other customers of CCS) that are not licensed under this
Agreement, or otherwise made available by CCS or an affiliate for the Customer's
use;
(g) not to copy, reproduce, republish, upload, post, transmit, or distribute the
Software, or any portion thereof, or facilitate or permit a third party to do so;
(h) not to use any device or software to interfere or attempt to interfere with the
proper operation of the Software;
(i) not to ship, transmit, transfer, or export the Software into any country or use the
Software in any manner prohibited by United States export laws, restrictions or
regulations; and
Q) to abide by all applicable local, state, and national laws and regulations,
including HIPAA.
7. Hardware and access requirements.
(a) The Customer is solely responsible for acquiring, servicing, maintaining, and
updating all equipment, computers, software, and communications services not
owned or operated by or on behalf of CCS that are employed by the Customer to
access and use the Software, and for all expenses relating thereto (plus any
applicable taxes). The Customer agrees to access and use the Software in
accordance with any and all specifications and operating instructions or
procedures that may be issued by CCS, and amended by CCS from time to time.
(b) The Customer understands and agrees that the operation and availability of
systems used for accessing and interacting with the Software, including the public
telephone system, computer networks, Wi-Fi, and the Internet, can be
unpredictable and may, from time to time, interfere with or prevent the access to
and/or the use or operation of the Software. CCS is not in any way responsible for
any such interference with or prevention of the Customer's access and/or use of
the Software except as contemplated by Section 7(c) below and the Service Level
Agreement.
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(c) The Software will operate and shall be accessible by Customer and Licensed
Users as provided in the Service Level Agreement, which is incorporated here by
reference.
8. Training and support. CCS will provide the Customer with
(a) training in the use of the Software as set forth in the Specifications to enable
the Customer to obtain the full benefit and use of the Software and to obtain the
full benefit of any training provided or to be provided from time to time by CCS
pursuant to a certain Training Agreement of even date herewith.;
(b) telephone and email support for the Software during normal business hours,
as more fully described in the Service Level Agreement (the "Support"); and
(c) discretionary updates and enhancements to the Software, to the extent that
CCS generally makes such updates and enhancements available to all of its
customers without a separate charge.
9. Security review and audits.
(a) Upon written request, CCS shall provide the Customer with copies of its most
current HIPAA and security compliance review letters.
(b) The Customer may request an independent review or audit of CCS' computer
security policies and practices by an evaluator of the Customer's choice. The
Customer shall pay CCS an Audit Fee of $10,000, and pay all reasonable
expenses incurred by CCS as a result of the audit or review. In consideration of
this payment, CCS will cooperate with all reasonable requests for information from
the Customer and/or evaluator.
10. Other services and licenses.
(a) CCS will license its HealthBridge.care software to the Customer pursuant to a
certain Website & Software License Agreement of even date herewith.
(b) CCS will provide certain advisory services to the Customer pursuant to a
certain Advisory Services Agreement of even date herewith.
(c) CCS may offer additional professional services related to the Software
("Services"), which may include additional training, consulting, technical support,
and/or implementation assistance. Any Services provided under this Agreement
shall be subject to the terms of this Agreement, including warranty exclusions and
limitations of liability.
(1) Prior to delivery of any Services by CCS, CCS and the Customer will
execute a Statement of Work that references the terms of this Agreement.
The Statement of Work will contain a description of the Services to be
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performed, a performance schedule, the location of the work, a fee
schedule, and any additional obligations of each party.
(2) Subject to the license rights granted herein, as between the parties,
CCS shall own all right, title and interest in and to any and all worldwide
patents, copyrights, trade secrets and other intellectual property resulting
from CCS' performance of Services.
(3) Fees for Services shall be specified in the Statement of Work. The fees
plus reasonable travel and other out of pocket expenses that are specified
in the Statement of Work are billed upon performance and shall be due thirty
days after the date of CCS' invoice.
(4) CCS warrants that any Services provided by CCS shall not infringe upon
the copyright, patent or other proprietary rights of others.
11. Warranties.
(a) By CCS.
(1) CCS warrants that, to the best of its efforts and in accordance with
industry standards, the Software will not contain any malware or
programming devices (e.g. viruses, back doors, timers or other disabling
devices, etc.) which would disrupt Customer's use of the services or
Customer's network or destroy or damage data or make data inaccessible
or delayed.
(2) CCS warrants that the Software, including Customer's use of the
reports, processes, techniques and methodologies provided by CCS or
developed by CCS, shall not infringe upon the copyright, patent or other
proprietary rights of others.
(b) By Customer. The Customer warrants to CCS that the Customer is either
(1) recognized by PCHI as a "Certified Pathways Community Hub"
("Certified Hub") or "Certified Pathways Agency" ("Certified Agency"), or
(2) has an application pending with PCHI for recognition as a Certified Hub
or Certified Agency, or
(3) has communicated to PCHI in writing an intention to apply for
recognition as a Certified Hub or Certified Agency by a date certain no more
than one year from the date of this Agreement.
The Customer shall provide CCS with a written attestation to this effect, in such
form as CCS may require.
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12. DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT (IN PARTICULAR, IN SECTION 11 ABOVE), THE SPECIFICATIONS AND SERVICE LEVEL
AGREEMENT, OR A RELEVANT STATEMENT OF WORK, ALL SOFTWARE AND SERVICES ARE
PROVIDED "AS-IS."
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CCS (INCLUDING ITS
MEMBERS, DIRECTORS, OFFICERS, LICENSORS, EMPLOYEES, SUBCONTRACTORS, AND
AGENTS)DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE
SOFTWARE AND SERVICES, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-
INFRINGEMENT,AND ACCURACY.
(b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE
SPECIFICATIONS AND SERVICE LEVEL AGREEMENT, OR A RELEVANT STATEMENT OF
WORK, CCS DOES NOT WARRANT THAT THE SOFTWARE AND SERVICES ARE OR WILL BE
ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES,
WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS.
(C) THE CUSTOMER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR,
OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS,
UNLESS SUCH ERRORS OR VIRUSES ARE THE DIRECT RESULT OF CCS' GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
(d) CCS DISCLAIMS AND MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE
ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS,
USEFULNESS, OR EFFECTIVENESS OF THE REPORTS, DATA, SCORES, RESULTS OR OTHER
INFORMATION OBTAINED, GENERATED, OR OTHERWISE RECEIVED BY THE CUSTOMER
FROM ACCESSING AND/OR USING THE SOFTWARE AND/OR SERVICES, OR OTHERWISE
RESULTING FROM THIS AGREEMENT.
(e) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE
SPECIFICATIONS, THE SERVICE LEVEL AGREEMENT, OR A RELEVANT STATEMENT OF
WORK, USE OF THE SOFTWARE, SERVICES, AND DATA IS ENTIRELY AT THE CUSTOMER'S
OWN RISK AND CCS SHALL HAVE NO LIABILITY OR RESPONSIBILITY THEREFOR.
13. LIMITATION OF LIABILITY. THE TOTAL LIABILITY OF CCS IN THE AGGREGATE TO THE
CUSTOMER ORANYTHIRD PARTYARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,THE
SOFTWARE,AND SERVICES WILL BE LIMITED TO THE CUSTOMER'S DIRECT DAMAGES. CCS SHALL
NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF
ANY TYPE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE, AND/OR
SERVICES, WHETHER OR NOT CCS AND ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES AND WHETHER BASED UPON BREACH OF CONTRACT OR TORT (INCLUDING
NEGLIGENCE). CCS SHALL HAVE NO LIABILITY FOR ANY DAMAGES RESULTING FROM ALTERATION,
DESTRUCTION OR LOSS OF ANY DATA INPUT, GENERATED, OR OBTAINED FROM ACCESS AND/OR
USE OF THE SOFTWARE AND SERVICES, WHETHER OR NOT CCS HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
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THE LIMITATIONS OF DAMAGES AND LIABILITIES SET FORTH IN THIS AGREEMENT ARE
FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CCS AND THE CUSTOMER,
AND THE PRICING FOR THE LICENSE REFLECTS SUCH LIMITATIONS. THE CUSTOMER AGREES
THAT THE FOREGOING LIMITATIONS SHALL BE ENFORCEABLE BY CCS TO THE FULL EXTENT THAT
LAWS APPLICABLE TO THE CUSTOMER,AND THE LAWS GOVERNING THIS AGREEMENT,
ALLOW. THE CUSTOMER AUTHORIZES ANY COURT OR ARBITRATOR ADJUDICATING A DISPUTE
UNDER THIS AGREEMENT TO CONSTRUE THE LIMITATIONS SET FORTH ABOVE TO ALLOW THEM TO
BE ENFORCEABLE TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW.
14. Confidentiality. The Customer acknowledges that the Software and Services
constitute and contain confidential, proprietary and copyrighted information and subject
matter of CCS and its licensors ("Confidential Information").
(a) The Customer agrees not to, directly or indirectly, without CCS's prior written
consent,
(1) use Confidential Information for any purposes other than those
expressly permitted under this Agreement;
(2) divulge, discuss, provide, transmit, copy, make available or otherwise
communicate Confidential Information to a third party; or
(3) permit any third party to use Confidential Information.
(b) Notwithstanding the foregoing, the Customer may disclose Confidential
Information if such disclosure is required by law, provided that the Customer shall
(1) give prompt notice of such requirement to CCS so it will have the
opportunity to seek a protective order or other appropriate remedy; and
(2) cooperate in CCS' attempts to obtain confidential treatment (such as
filing under seal) of any Confidential Information which must be disclosed.
(c) As used in this Agreement, the term "Confidential Information" shall not include
information that is shown by clear and convincing evidence in its entirety:
(1) to be in or have entered the public domain by means other than a breach
of this Agreement;
(2) to have been possessed by the Customer prior to first receiving it from
CCS;
(3) to have been developed by the Customer independently and without
use of or reference to the Confidential Information; or
(4) to have been received by Customer from a third party without restriction
on disclosure and without breach of a nondisclosure obligation.
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15. Indemnity.
(a) The Customer agrees to defend, indemnify and hold CCS (including its
members, directors, officers, licensors, employees, subcontractors, and agents)
harmless from any losses, liabilities, damages, actions, claims or expenses
(including reasonable attorneys' fees and court costs) arising or resulting from the
Customer's breach of any term of this Agreement or caused by acts or omissions
performed by the Customer or under any Login Credentials issued to the
Customer's Licensed Users, including but not limited to reimbursing all of the costs,
expenses and fees (including reasonable legal and expert witness fees) incurred
by the parties being indemnified.
(b) CCS agrees to indemnify, save, hold harmless, and at the Customer's request,
defend the Customer, its officers, agents, and employees from any and all costs
and expenses (including attorney's fees and costs), damages, liabilities, claims,
and losses occurring or resulting to the Customer in connection with the
performance, or failure to perform, by CCS, its officers, agents, or employees
under this Agreement, and from any and all costs and expenses (including
attorney's fees and costs), damages, liabilities, claims, and losses occurring or
resulting to any person, firm, or corporation who may be injured or
damaged by the performance, or failure to perform, of CCS, its officers, agents,
or employees under this Agreement.
(c) Notwithstanding the disclaimer of warranties in Section 11 and the limitation of
liability set forth in Section 12, CCS will indemnify the Customer (including its
members, directors, officers, employees, clients, subcontractors, and agents) and
hold it harmless from and against any liability,judgments, claims, damages, losses
and expenses (including attorneys'fees) resulting from or related to a claim by any
party for infringement of copyright or trademark based on material supplied by CCS
to the Customer under this Agreement.
16. Term and termination.
(a) The License shall be effective for an Initial Term beginning on the Effective
Date set forth in the Specifications and ending five years from the Effective Date.
(b) The License, and this Agreement, may be terminated prior to the end of the
Initial Term or any Renewal Term, in the following circumstances:
(1) by mutual agreement of the parties.
(2) immediately, if the Customer fails to pay the License Fee within five
business days after the start of any Renewal Term (or any longer period
agreed to by CCS in writing prior to the start of the Renewal Term);provided,
however, that CCS may, at its sole option, continue the License if the
Customer pays a 2% Late Fee in addition to the License Fee.
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(3) immediately, if a party commits a material breach of this Agreement
(other than that described in clause (2) above) and fails to remedy that
breach within
(a) the time set forth in the Service Level Agreement, or
(b) forty-five business days after written notice of the breach from
the other party,
whichever is applicable.
(4) by the Customer, upon written notice to CCS and payment of a
Termination Fee of 50% of the total License Fees which would be payable
to CCS over the remaining period of the Term.
(c) Upon termination of this Agreement, all rights under the License granted to the
Customer will cease, and the Customer's access to the Software may be disabled
and all Login Credentials cancelled.
(1) No later than five days before the termination of this Agreement for any
reason, the Customer may designate a maximum of two Licensed Users to
be given limited access to download Customer data during the 14 days
following the termination date.
(2) After access is terminated, the Customer may, at its sole expense and
upon reasonable written request, obtain exactly one copy of CCS' most
recent backup copy of the Customer's Data.
(d) The obligations of Sections 3, 5, 6, 14, 15, and 19 of this Agreement, the
disclaimers and limitations of Sections 12 and 13, the representations and
warranties of Sections 11 and 20(1), and any and all outstanding Customer
payment obligations, shall survive the termination of this Agreement.
17. Pathways 2.0. The following provisions of this Section 17 shall apply,
notwithstanding any conflicting terms elsewhere in this Agreement.
(a) Eligibility. For purposes of this Section 17 and the Specifications, the
Customer is "eligible to use Pathways 2.0" if the Customer is
(1) recognized by PCHI as a "Certified Pathways Community Hub"
("Certified Hub") or "Certified Pathways Agency" ("Certified Agency"),
(2) has an application pending with PCHI for recognition as a Certified Hub
or Certified Agency, or
(3) has communicated to PCHI in writing an intention to apply for
recognition as a Certified Hub or Certified Agency by a date certain no more
than one year from the date of this Agreement.
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The Customer shall provide CCS with a written warranty to this effect, in such form
as CCS may require.
(b) Pathways 2.0 content. If the Customer is eligible to use Pathways 2.0, CCS
shall provide the Customer with:
(1) access to all PCHI-licensed materials, Pathways 2.0 modules and
functions in the Software, and a Pathways 2.0 a simulated database
("Pathways 2.0 Demo HUB") used for training; and
(2) a one-time upload of Pathways 2.0 payer terms.
18. Reserved.
19. Remedies.
(a) Arbitration. With the exception of the particular matters described in Section
19(f)(1) below, any unresolved dispute arising out of or relating to this Agreement
(including, but not limited to, questions of interpretation)shall be settled exclusively
by arbitration; provided, however, that the parties may agree to resolve any such
issue through mediation or other alternative dispute resolution processes.
(b) Procedural rules. The arbitration shall be conducted by a single arbitrator in
Akron, Ohio, in accordance with the National Rules for the Resolution of
Commercial Disputes of the American Arbitration Association ("AAA") then in
effect, provided that
(1) the discovery provided for under the Federal Rules of Civil Procedure
shall be available to both parties, and
(2) the parties may agree to use an arbitrator other than those provided by
the AAA.
(c) Authority of the arbitrator. The arbitrator shall not have the authority to add
to, detract from, or modify any provision of this Agreement. The arbitrator shall
have the authority to order reimbursement of costs, including those incurred to
enforce this Agreement, and interest thereon.
(d) Binding effect and enforcement.
(1) This agreement to arbitrate shall be specifically enforceable as provided
in Section 19(f)(1)(B) below.
(2) The decision of the arbitrator shall be final and binding on all parties,
and judgment may be entered upon the arbitration award in the State courts
located in Summit County, Ohio as provided in Section 19(f)(1)(C) below.
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(e) Fees and costs.
(1) The fees of the arbitrator, and his or her reasonable expenses, shall be
shared equally by the parties unless the arbitrator determines, as part of the
award, that a different allocation would be just and equitable.
(2) Attorneys' fees and expenses of the parties in connection with the
arbitration shall be paid by the party who incurs them, unless the arbitrator
determines, as part of the award, that a different allocation would be just
and equitable.
(3) The fees and expenses (including reasonable attorneys' fees) incurred
to enforce the agreement to arbitrate contained in this Section 19, or to
enforce an arbitrator's award, shall be paid by the party against whom the
agreement or award is enforced.
(f) Court proceedings.
(1) Actions permitted.
(A) Injunctive relief. The Customer acknowledges that a violation
of Sections 3, 6, or 13 of this Agreement would cause irreparable
harm to CCS for which no adequate remedy at law exists and,
therefore, agrees that, in addition to any other remedies available,
CCS shall be specifically entitled to bring an action for injunctive relief
to enforce the terms of Sections 3, 6, or 13.
(B) Agreement to arbitrate. Either party may enforce the
agreement to arbitrate contained in this Section 19 by an action for
specific performance.
(C) Judgment on an arbitral award. Either party may bring an
action to have a judgment entered enforcing an arbitral award.
(2) Jurisdiction and venue. Any action described in this Section 19(f)
shall be subject to the exclusive jurisdiction of the State courts located in
Summit County, Ohio. The parties
(A) agree that the State courts located in Summit County, Ohio shall
have exclusive jurisdiction over any matters described in this Section
19(f);
(B) consent to personal jurisdiction in those courts; and
(C) waive any and all claims to the effect that any of those courts
constitutes an inconvenient forum or improper venue.
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(3) Except as otherwise provided in Section 19(e)(3) above, all attorneys'
fees and expenses of the parties in connection with any such action shall
be paid by the party who incurs them, unless the Court determines that a
different allocation would be just and equitable.
20. Insurance. Without limiting the Customer's right to obtain indemnification from CCS
or any third parties, CCS, at its sole expense, shall maintain in full force and effect, the
following insurance policies or a program of self-insurance, including but not limited to,
an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term
of the Agreement:
(a) Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000) for the period of May 17, 2022 through October 8, 2022 and
Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000.00)for the period of October 9, 2022 through May
17, 2027. This policy shall be issued on a per occurrence basis. The Customer
may require specific coverages including completed operations, products liability,
contractual liability, Explosion-Collapse-Underground, fire legal liability or any
other liability insurance deemed necessary because of the nature of this contract.
(b) Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One
Million Dollars ($1,000,000.00) per accident for bodily injury and for property
damages. Coverage should include any auto used in connection with this
Agreement.
(c) Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California
Labor Code.
(d) Cyber liability
Cyber Liability Insurance, with limits not less than $1,000,000 per occurrence or
claim, $1,000,000 aggregate for the period of May 17, 2022 through October 8,
2022 and limits not less than $2,000,000 per occurrence or claim, $2,000,000
aggregate for the period of October 9, 2022 through May 17, 2027. Coverage shall
be sufficiently broad to respond to the duties and obligations as is undertaken by
CCS in this Agreement and shall include, but not be limited to, claims involving
infringement of intellectual property, including but not limited to infringement of
copyright, trademark, trade dress, invasion of privacy violations, information theft,
damage to or destruction of electronic information, release of private information,
alteration of electronic information, extortion and network security. The policy shall
provide coverage for breach response costs as well as regulatory fines and
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penalties as well as credit monitoring expenses with limits sufficient to respond to
these obligations.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breaches, which may include Disclosure of Personal Information to an
Unauthorized Third Party; (ii) breach of any of the CCS's obligations under Section
# of this Agreement; (iii) infringement of intellectual property, including but not
limited to infringement of copyright, trademark, and trade dress; (iv) invasion of
privacy, including release of private information; (v) information theft; (vi) damage
to or destruction or alteration of electronic information; (vii) extortion related to the
Contractor's obligations under this Agreement regarding electronic information,
including Personal Information; (viii) network security; (ix) data breach response
costs, including Security Breach response costs; (x) regulatory fines and penalties
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; and (xi) credit monitoring expenses.
(e) Technology Professional Liability (Errors and Omissions).
Technology professional liability (errors and omissions) insurance with limits of not
less than One Million Dollars ($1,000,000) for the period of May 17, 2022 through
October 8, 2022 and limits not less than Two Million Dollars ($2,000,000) per
occurrence for the period of October 9, 2022 through May 17, 2027. Coverage
must encompass all of the Contractor's obligations under this Agreement, including
but not limited to claims involving Cyber Risks. Definition of Cyber Risks. "Cyber
Risks" include but are not limited to (i) Security Breaches, which may include
Disclosure of Personal Information to an Unauthorized Third Party; (ii) breach of
any of the Contractor's obligations under Section # of this Agreement; (iii)
infringement of intellectual property, including but not limited to infringement of
copyright, trademark, and trade dress; (iv) invasion of privacy, including release of
private information; (v) information theft; (vi) damage to or destruction or alteration
of electronic information; (vii)extortion related to the Contractor's obligations under
this Agreement regarding electronic information, including Personal Information;
(viii) network security; (ix) data breach response costs, including Security Breach
response costs; (x) regulatory fines and penalties related to the Contractor's
obligations under this Agreement regarding electronic information, including
Personal Information; and (xi) credit monitoring expenses.
(f) Additional Requirements Relating to Insurance
CCS shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno, its officers, agents, and employees, individually and
collectively, as additional insured, but only insofar as the operations under this
Agreement are concerned. Such coverage for additional insured shall apply as
primary insurance and any other insurance, or self-insurance, maintained by the
Customer, its officers, agents and employees shall be excess only and not
contributing with insurance provided under CCS's policies herein. This insurance
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shall not be cancelled or changed without a minimum of thirty (30) days advance
written notice given to the Customer.
CCS hereby waives its right to recover from the Customer, its officers, agents, and
employees any amounts paid by the policy of worker's compensation insurance
required by this Agreement. CCS is solely responsible to obtain any endorsement
to such policy that may be necessary to accomplish such waiver of subrogation,
but CCS's waiver of subrogation under this paragraph is effective whether or not
CCS obtains such an endorsement.
Within Thirty (30) days from the date CCS signs and executes this Agreement,
CCS shall provide certificates of insurance and endorsement as stated above for
all of the foregoing policies, as required herein, to the County of Fresno, (Name
and Address of the official who will administer this contract), stating that such
insurance coverage have been obtained and are in full force; that the County of
Fresno, its officers, agents and employees will not be responsible for any
premiums on the policies; that such Commercial General Liability insurance names
the County of Fresno, its officers, agents and employees, individually and
collectively, as additional insured, but only insofar as the operations under this
Agreement are concerned; that such coverage for additional insured shall apply as
primary insurance and any other insurance, or self-insurance, maintained by the
Customer, its officers, agents and employees, shall be excess only and not
contributing with insurance provided under CCS's policies herein; and that this
insurance shall not be cancelled or changed without a minimum of thirty (30) days
advance, written notice given to CCS.
In the event CCS fails to keep in effect at all times insurance coverage as herein
provided, the Customer may, in addition to other remedies it may have, suspend
or terminate this Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State
of California, and such insurance shall be purchased from companies possessing
a current A.M. Best, Inc. rating of A FSC VI I or better.
21. Miscellaneous.
(a) Entire Agreement. This Agreement is the complete and exclusive statement
of the agreement between Customer and CCS as it relates to the License,
Software, Services, and other subject matter of this Agreement, and supersedes
any proposal or prior agreement, oral or written, and any other communications
between the parties relating to the License, Software, Services, and other subject
matter of this Agreement.
(b) Governing law. This Agreement will be governed by the laws of State of Ohio,
excluding those relating to choice or conflicts of laws.
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(c) Modifications.
(1) Generally. Except as provided in clause (2) below, this Agreement may
not be modified except upon mutual agreement by the parties in writing.
(2) Exceptions. CCS reserves the right, at any time, to change
(A) the terms of its Privacy Policy consistent with and subject to
Section 4(g),
(B) its published schedule of License Fees provided that any fees
(and limits on increases) set forth in the Specifications shall take
precedence, or
(C) its archival procedures for Data consistent with and subject to
Section 5,
and to place in service updates, modifications, enhancements or new
versions of the Software, upon providing the Customer with reasonable
advance written notice of such changes. Any use of the Software or
Services by the Customer after notification of any such changes shall
constitute the Customer's acceptance of the Agreement, Software,
procedures, and/or Privacy Policy as so modified.
(d) Force Majeure. CCS is not responsible for any failure to perform, or delay in
performing, its obligations due to causes beyond its reasonable control, including,
acts of God, acts of terrorism, war, riot, embargoes, acts of civil or military
authorities, national disasters, strikes and the like.
(e) Severability. If any part of this Agreement is found void and unenforceable, it
will not affect the validity of the remainder of the Agreement, which shall remain
valid and enforceable according to its terms.
(f) Non-waiver. CCS's failure to exercise or enforce any right or power under this
Agreement shall not constitute a waiver of such right or power.
(g) No third-party beneficiaries. Except as otherwise expressly provided in
Sections 3(c) and 15(a) above, and in Section 200) below, if applicable, nothing
contained in this Agreement is intended to confer upon any person other than the
parties, and their respective successors in interest, any benefit, right or remedy
under or by reason of this Agreement.
(h) Writings and written notice. For purposes of this Agreement, "in writing"
includes electronic documents, and "written notice" includes communications sent
by electronic mail
(1) to CCS at bob.harnach(a)ccs.health and/or mike.morley(a)ccs.health,
and
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(2) to the Customer at: DPHContracts@fresnocountyca.gov
(i) Customer representations and warranties. The Customer represents and
warrants to CCS that this Agreement was executed by an authorized signatory of
Customer with specific authority to enter into and bind the Customer to it.
Q) U.S. Government customers. If the Customer uses the Software or Services
on behalf of a U.S. Government agency, this Agreement constitutes the entire
agreement between the Government agency and CCS and is binding on
Government users in accordance with the policy stated at Federal Acquisition
Regulation (FAR) [48 CFR] §§ 12.211 and 12.212 (for non-defense agencies) or
Defense FAR Supplement (DFARS) [48 CFR] §§ 227.7201 and 227.7202 (for
defense agencies). The Software and Services are commercial items which have
been developed at private expense and not under a Government contract.
Pursuant to Federal Acquisition Regulation (FAR) [48 C.F.R.] 12.212 (for non-
defense agencies) and Defense FAR Supplement (DFARS) [48 C.F.R.] 227.7202-
1 for defense agencies, the Government's rights in the Software and Services are
limited to those rights granted in this Agreement.
(k) Other rules of construction.
(1) The headings contained in this Agreement are for reference only and
shall not affect the meaning or interpretation of this Agreement.
(2) The words "and" as well as "or" shall be interchangeable to provide the
broadest interpretation.
(3) The word "includes" shall mean "includes without limitation" and
"includes, but is not limited to" to provide the broadest interpretation.
(4) The word "including" shall mean "including without limitation" and
"including but not limited to" to provide the broadest interpretation.
(5) Should a provision of this Agreement require interpretation, it is agreed
that the arbitrator, court, or other party interpreting or construing this
Agreement shall not apply the assumption that the terms hereof shall be
more strictly construed against the party preparing this Agreement.
(1) Formalities of execution. This Agreement may be executed by electronic
means, or in multiple counterparts, each of which may be deemed an original and
all of which together shall constitute a single instrument.
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Care Coordination Systems, LLC The Co my R1 F esno, California
DotuS{pned by: �I
by: by:
OACMDDMF413...
Name: Robert Hamach Name: Brian Pacheco
Title: CEO Title: Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
BERNICE E.SEIDEL
Clerk of the Board of Supervisors
FOR ACCOUNTING USE ONLY County of Sfu.e cf ra;;cornia
Fund: 0001 BY— _Deputy
Subclass: 10000
ORG: 56201557
Account: 7295
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Specifications
Community Health Record: license for a 5-year term, including up to 104 Licensed Users,
including invoicing and agency payout, medication reconciliation, patient activation
measure screening, real time advanced reporting, benchmarks, data visualization
dashboards, HealthBridge.care integration maintenance, user support,
and standard system upgrades. In no event shall services performed under this and all
Agreements be in excess of Eight Hundred and Forty-five Thousand Seven
Hundred and Fifty Dollars and No/100 ($845,750.00) during the initial term of these
Agreements.
The Effective Date of the License will be May 17, 2022.
Tele-Coordinator and Tele-Coach service will be provided at $0.05/minute/
participant, invoiced monthly.
The Customer may add a Personal Health Record portal for clients for $60,000/year
for the first 1,000 clients, and $36,000/year for each additional 1,000.
Annual Software License Fee
The Annual Software License Fee for each year shall be the total of the Base Annual
Fee, and the PCHI Usage Fee, both calculated at the beginning of that year.
o The Base Annual Fee during the Initial Term shall be $121,250 per year. The
Base Annual Fee for every year of a Renewal Term after the Initial term of five
years shall be the Base Annual Fee for the previous year increased by
(a) 5%, or
(b) the annualized rate of inflation most recently published by the Bureau of
Labor Statistics of the United States Department of Labor;
rounded to the nearest $500, whichever is greater.
The Base Annual Fee shall be further increased by $750 per year for each
Licensed User in excess of 104.
o The PCHI Usage Fee for the first year of the Initial Term shall be $1,250. The
PCHI Usage Fee for all subsequent years shall be determined by the number of
Active Participants the Customer has, per the following table:
Number of Active PCHI Usage
Participants Fee
Fewer than 1,000 $500.00
1,000 - 2,500 $1,250.00
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2,501 - 5,000 $2,500.00
5,001 - 7,500 $3,750.00
7,501 - 10,000 $5,000.00
10,001 - 15,000 $7,500.00
15,001 - 20,000 $10,000.00
20,001 - 30,000 $15,000.00
30,001 —40,000 $20,000.00
40,001 — 50,000 $25,000.00
50,001 — 100,000 $35,000.00
More than 100,000 $45,000.00
As used above, the term "Active Participant" means a client of the Customer who
has received care coordination services within the past 12 months.
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care
coordination
systems"
Training Services Agreement
This Training Services Agreement is made between the County of Fresno, California
("the Customer") and Care Coordination Systems LLC ("CCS") on May 17, 2022 , to
detail the terms and conditions by which CCS will provide training and instruction
("Training") to individuals designated by the Customer ("Students").
1. Services to be provided. Subject to the terms of this Agreement, CCS hereby agrees
to provide Training and other services set forth in Appendix A— Service Deliverable.
2. Payment. In consideration of the Training to be provided by CCS as set forth in this
Agreement, the Customer shall pay to CCS $123,000 upon execution of this Agreement.
3. Duties of CCS. CCS agrees to provide the Training, as set forth in detail in Appendix
A, including staffing and management. CCS will comply with any and all applicable federal,
state, and local laws concerning its employees and the Training to be provided.
4. Duties of the Customer. The Customer will provide CCS' staff with suitable
instructional facilities and access to equipment and Internet service at the site(s) for
delivery of the Training.
5. Advertising. Any materials prepared by the Customer advertising the Training shall
be submitted to CCS for its approval before publication or distribution.
6. Intellectual property rights in the Curriculum.
(a) The Customer agrees and acknowledges that
(1) CCS owns all right, title, and interest in written and electronic training
materials published by CCS for use in the program of instruction used in
delivering the Training ("the Curriculum"), including trade secrets, patents,
and copyrights.
(2) The written and electronic training materials published by CCS for use
in the Curriculum are protected by applicable United States and foreign laws
and treaties, including copyright laws and treaty provisions.
(b) The Customer agrees that it shall not, at any time, without the express written
consent of CCS in advance,
(1) copy, reproduce, reverse-engineer, republish, upload, post, transmit, or
distribute the Curriculum, or any portion'thereof, in any form,'including audio
or visual recordings of classroom lectures and demonstrations;
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(2) use the Curriculum or any portion thereof in the development,
production, or delivery of any other curriculum for training community health
workers, nurses, nurse's aides, or any other health care worker; or,
(3) produce any derivative works based upon the Curriculum.
(c) Upon the termination of this Agreement, the Customer shall return all
Curriculum materials in its possession to CCS.
7. Warranties.
(a) CCS represents and warrants that it is the owner of the written and electronic
training materials published by CCS for use in the Curriculum.
8. Indemnity.
(a) The Customer agrees to defend, indemnify and hold CCS (including its
members, directors, officers, licensors, employees, subcontractors, and agents)
harmless from any losses, liabilities, damages, actions, claims or expenses
(including reasonable attorneys' fees and court costs) arising or resulting from the
Customer's breach of any term of this Agreement or caused by acts or omissions
performed by the Customer or any Student, including but not limited to reimbursing
all of the costs, expenses and fees (including reasonable legal and expert witness
fees) incurred by the parties being indemnified. The provisions of this Section 8
shall survive the termination of the Agreement.
(b) CCS agrees to indemnify, save, hold harmless, and at the Customer's request,
defend the Customer, its officers, agents, and employees from any and all costs
and expenses (including attorney's fees and costs), damages, liabilities, claims,
and losses occurring or resulting to the Customer in connection with the
performance, or failure to perform, by CCS, its officers, agents, or employees
under this Agreement, and from any and all costs and expenses (including
attorney's fees and costs), damages, liabilities, claims, and losses occurring or
resulting to any person, firm, or corporation who may be injured or
damaged by the performance, or failure to perform, of CCS, its officers, agents,
or employees under this Agreement.
9. HIPAA compliance. The parties acknowledge that, in the course of providing
necessary laboratory and clinical experiences to the Students, CCS and/or the Customer
may obtain or have custody of records or other data which is or contains "protected health
information" as defined by the Health Insurance Portability and Accountability Act of 1996
and its associated regulations ("HIPAA"). Each of the parties shall (if they have not
already), enter into a "Business Associate Agreement" with the other as required by
HIPAA. If the terms of the applicable Business Associate Agreement conflict with any
terms of this Agreement, the most restrictive terms shall control.
10. Remedies.
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(a) Arbitration. With the exception of the particular matters described in Section
10(f)(1) below, any unresolved dispute arising out of or relating to this Agreement
(including, but not limited to, questions of interpretation)shall be settled exclusively
by arbitration; provided, however, that the parties may agree to resolve any such
issue through mediation or other alternative dispute resolution processes.
(b) Procedural rules. The arbitration shall be conducted by a single arbitrator in
Akron, Ohio, in accordance with the National Rules for the Resolution of
Commercial Disputes of the American Arbitration Association ("AAA") then in
effect, provided that
(1) the discovery provided for under the Federal Rules of Civil Procedure
shall be available to both parties, and
(2) the parties may agree to use an arbitrator other than those provided by
the AAA.
(c) Authority of the arbitrator. The arbitrator shall not have the authority to add
to, detract from, or modify any provision of this Agreement. The arbitrator shall
have the authority to order reimbursement of costs, including those incurred to
enforce this Agreement, and interest thereon.
(d) Binding effect and enforcement.
(1) This agreement to arbitrate shall be specifically enforceable as provided
in Section 10(f)(1)(B) below.
(2) The decision of the arbitrator shall be final and binding on all parties,
and judgment may be entered upon the arbitration award in the State courts
located in Summit County, Ohio as provided in Section 10(f)(1)(C) below.
(e) Fees and costs.
(1) The fees of the arbitrator, and his or her reasonable expenses, shall be
shared equally by the parties unless the arbitrator determines, as part of the
award, that a different allocation would be just and equitable.
(2) Attorneys' fees and expenses of the parties in connection with the
arbitration shall be paid by the party who incurs them, unless the arbitrator
determines, as part of the award, that a different allocation would be just
and equitable.
(3) The fees and expenses (including reasonable attorneys' fees) incurred
to enforce'the agreement to arbitrate contained in this Section 10, or to
enforce an arbitrator's award, shall be paid by the party against whom the
agreement or award is enforced.
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(f) Court proceedings.
(1) Actions permitted.
(A) Injunctive relief. The Customer acknowledges that a violation
of Section 6 of this Agreement would cause irreparable harm to CCS
for which no adequate remedy at law exists and, therefore, agrees
that, in addition to any other remedies available, CCS shall be
specifically entitled to bring an action for injunctive relief to enforce
the terms of Section 6.
(B) Agreement to arbitrate. Either party may enforce the
agreement to arbitrate contained in this Section 10 by an action for
specific performance.
(C) Judgment on an arbitral award. Either party may bring an
action to have a judgment entered enforcing an arbitral award.
(2) Jurisdiction and venue. Any action described in this Section 10(f)
shall be subject to the exclusive jurisdiction of the State courts located in
Summit County, Ohio. The parties
(A) agree that the State courts located in Summit County, Ohio shall
have exclusive jurisdiction over any matters described in this Section
10(f);
(B) consent to personal jurisdiction in those courts; and
(C) waive any and all claims to the effect that any of those courts
constitutes an inconvenient forum or improper venue.
(3) Except as otherwise provided in Section 10(e)(3) above, all attorneys'
fees and expenses of the parties in connection with any such action shall
be paid by the party who incurs them, unless the Court determines that a
different allocation would be just and equitable.
11. Insurance. Without limiting the Customer's right to obtain indemnification from CCS
or any third parties, CCS, at its sole expense, shall maintain in full force and effect, the
following insurance policies or a program of self-insurance, including but not limited to,
an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term
of the Agreement:
(a) Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000) for the period of May 17, 2022 through October 8, 2022 and
Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of
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Four Million Dollars ($4,000,000.00)for the period of October 9, 2022 through May
17, 2027. This policy shall be issued on a per occurrence basis. The Customer
may require specific coverages including completed operations, products liability,
contractual liability, Explosion-Collapse-Underground, fire legal liability or any
other liability insurance deemed necessary because of the nature of this contract.
(b) Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One
Million Dollars ($1,000,000.00) per accident for bodily injury and for property
damages. Coverage should include any auto used in connection with this
Agreement.
(c) Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California
Labor Code.
(d) Cyber liability
Cyber Liability Insurance, with limits not less than $1,000,000 per occurrence or
claim, $1,000,000 aggregate for the period of May 17, 2022 through October 8,
2022 and limits not less than $2,000,000 per occurrence or claim, $2,000,000
aggregate for the period of October 9, 2022 through May 17, 2027. Coverage shall
be sufficiently broad to respond to the duties and obligations as is undertaken by
CCS in this Agreement and shall include, but not be limited to, claims involving
infringement of intellectual property, including but not limited to infringement of
copyright, trademark, trade dress, invasion of privacy violations, information theft,
damage to or destruction of electronic information, release of private information,
alteration of electronic information, extortion and network security. The policy shall
provide coverage for breach response costs as well as regulatory fines and
penalties as well as credit monitoring expenses with limits sufficient to respond to
these obligations.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breaches, which may include Disclosure of Personal Information to an
Unauthorized Third Party; (ii) breach of any of the CCS's obligations under Section
# of this Agreement; (iii) infringement of intellectual property, including but not
limited to infringement of copyright, trademark, and trade dress; (iv) invasion of
privacy, including release of private information; (v) information theft; (vi) damage
to or destruction or alteration of electronic information; (vii) extortion related to the
Contractor's obligations under this Agreement regarding electronic information,
including Personal Information; (viii) network security; (ix) data breach response
costs, including Security Breach response costs; (x) regulatory fines and penalties
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related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; and (xi) credit monitoring expenses.
(e) Technology Professional Liability (Errors and Omissions).
Technology professional liability (errors and omissions) insurance with limits of not
less than One Million Dollars ($1,000,000) for the period of May 17, 2022 through
October 8, 2022 and limits not less than Two Million Dollars ($2,000,000) per
occurrence for the period of October 9, 2022 through May 17, 2027. Coverage
must encompass all of the Contractor's obligations under this Agreement, including
but not limited to claims involving Cyber Risks. Definition of Cyber Risks. "Cyber
Risks" include but are not limited to (i) Security Breaches, which may include
Disclosure of Personal Information to an Unauthorized Third Party; (ii) breach of
any of the Contractor's obligations under Section # of this Agreement; (iii)
infringement of intellectual property, including but not limited to infringement of
copyright, trademark, and trade dress; (iv) invasion of privacy, including release of
private information; (v) information theft; (vi) damage to or destruction or alteration
of electronic information; (vii) extortion related to the Contractor's obligations under
this Agreement regarding electronic information, including Personal Information;
(viii) network security; (ix) data breach response costs, including Security Breach
response costs; (x) regulatory fines and penalties related to the Contractor's
obligations under this Agreement regarding electronic information, including
Personal Information; and (xi) credit monitoring expenses.
(f) Additional Requirements Relating to Insurance
CCS shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno, its officers, agents, and employees, individually and
collectively, as additional insured, but only insofar as the operations under this
Agreement are concerned. Such coverage for additional insured shall apply as
primary insurance and any other insurance, or self-insurance, maintained by the
Customer, its officers, agents and employees shall be excess only and not
contributing with insurance provided under CCS's policies herein. This insurance
shall not be cancelled or changed without a minimum of thirty (30) days advance
written notice given to the Customer.
CCS hereby waives its right to recover from the Customer, its officers, agents, and
employees any amounts paid by the policy of worker's compensation insurance
required by this Agreement. CCS is solely responsible to obtain any endorsement
to such policy that may be necessary to accomplish such waiver of subrogation,
but CCS's waiver of subrogation under this paragraph is effective whether or not
CCS obtains such an endorsement.
Within Thirty (30) days from the date CCS signs and executes this Agreement,
CCS shall provide certificates of insurance and endorsement as stated above for
all of the foregoing policies, as required herein, to the County of Fresno, (Name
and Address of the official who will administer this contract), stating that such
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insurance coverage have been obtained and are in full force; that the County of
Fresno, its officers, agents and employees will not be responsible for any
premiums on the policies; that such Commercial General Liability insurance names
the County of Fresno, its officers, agents and employees, individually and
collectively, as additional insured, but only insofar as the operations under this
Agreement are concerned; that such coverage for additional insured shall apply as
primary insurance and any other insurance, or self-insurance, maintained by the
Customer, its officers, agents and employees, shall be excess only and not
contributing with insurance provided under CCS's policies herein; and that this
insurance shall not be cancelled or changed without a minimum of thirty (30) days
advance, written notice given to CCS.
In the event CCS fails to keep in effect at all times insurance coverage as herein
provided, the Customer may, in addition to other remedies it may have, suspend
or terminate this Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State
of California, and such insurance shall be purchased from companies possessing
a current A.M. Best, Inc. rating of A FSC VI or better.
12. Miscellaneous.
(a) Entire Agreement. This Agreement is the complete and exclusive statement
of the agreement between Customer and CCS as it relates to the Training and
other subject matter of this Agreement, and supersedes any proposal or prior
agreement, oral or written, and any other communications between the parties
relating to the Training and other subject matter of this Agreement.
(b) Governing law. This Agreement will be governed by the laws of State of Ohio,
excluding those relating to choice or conflicts of laws.
(c) Modifications.
(1) Generally. Except as provided in clause (2) below, this Agreement may
not be modified except upon mutual agreement by the parties in writing.
(2) Exceptions. CCS reserves the right, at any time, to change the
Curriculum or the materials used therein; provided that no such change
shall cause the Curriculum to fail to meet the requirements of Section 4723-
26-12 of the Ohio Administrative Code or any other applicable law or
regulation governing the training of community health workers.
(d) Force majeure. CCS is not responsible for any failure to perform, or delay in
performing, its obligations due to causes beyond its reasonable control, including,
acts of God, acts of terrorism, war, riot, embargoes, acts of civil or military
authorities, national disasters, strikes and the like.
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(e) Severability. If any part of this Agreement is found void and unenforceable,
it will not affect the validity of the remainder of the Agreement, which shall remain
valid and enforceable according to its terms.
(f) Non-waiver. CCS's failure to exercise or enforce any right or power under
this Agreement shall not constitute a waiver of such right or power.
(g) No third-party beneficiaries. Nothing contained in this Agreement is
intended to confer upon any person other than the parties, and their respective
successors in interest, any benefit, right or remedy under or by reason of this
Agreement.
(h) Writings and written notice. For purposes of this Agreement, "in writing"
includes electronic documents, and "written notice" includes communications sent
by electronic mail
(1) to CCS at bob.harnach@ccs.health, Kate.Hinken(aD_ccs.health, and/or
mike.morleyP_ccs.health, and
(2) to the Customer at DPHContracts@fresnocountyca.gov.
(i) Customer representations and warranties. The Customer represents
and warrants to CCS that this Agreement was executed by an authorized
signatory of Customer with specific authority to enter into and bind the Customer
to it.
(j) Other rules of construction.
(1) The headings contained in this Agreement are for reference only and
shall not affect the meaning or interpretation of this Agreement.
(2) The words "and" as well as "or" shall be interchangeable to provide
the broadest interpretation.
(3) The word "includes" shall mean "includes without limitation" and
"includes, but is not limited to" to provide the broadest interpretation.
(4) The word "including" shall mean "including without limitation" and
"including but not limited to" to provide the broadest interpretation.
(5) Should a provision of this Agreement require interpretation, it is
agreed that the arbitrator, court, or other party interpreting or
construing this Agreement shall not apply the assumption that the
terms hereof shall be more strictly construed against the party preparing
this Agreement.
(k) Formalities of execution. This Agreement may be executed by electronic
means, or in multiple counterparts, each of which may be deemed an original and
all of which together shall constitute a single instrument.
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Care Coordination Systems, LLC The Countynl of Fresno, California
DocuSlpnedby:
by:—L61!4 tn4ac i by:
OAC289DD598F413...
Name: Robert Harnach Name: Brian Pacheco
Title: CEO Title: Chairman of the Board of
Supervisors of the County of Fresno
FOR ACCOUNTING USE ONLY ATTEST:
BERNICE E.SEIDEL
Clerk of the Board of Supervisors
Fund: 0001 Coun*y Ca;;f,)rnia
Subclass: 10000
By_ �%�''>"�'��`, .—Deputy
ORG: 56201557
Account: 7295
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Appendix A— Service Deliverable
Activation Training for Users and Software for all care coordinators, supervisors,
operations, and Health Engagement Team members: 4 sessions of up to 27 students
each - 104 students total.
Operations, Reporting, and Invoicing Training for Operations and Staff: one session.
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e
Care
coordination
systems
Amendment to Community Health Record
Software License Agreement
This Amendment is made and entered into on May 17, 2022 between Care
Coordination Systems, LLC ("CCS") and The County of Fresno, California ("the
Customer") to amend an existing Software License Agreement between the parties dated
[date] ("the Original License Agreement").
Recitals
A. The Original License Agreement grants the Customer the right to use CCS'
Community Health Record software ("the Software") for an Initial Term which will end on
[end date], with provision for one or more Renewal Terms of [number] years each
thereafter.
B. The Customer uses the Software to provide care coordination services to individuals.
C. The Customer is or will become eligible to provide these services using the Pathways
2.0 HUB Model ("Pathways 2.0") promulgated by the Pathways Community Hub Institute
("PCHI").
D. This Amendment sets forth the terms and conditions under which the Customer will
have access to, and use of, those features and functions of the Software that support
Pathways 2.0 ("Pathways 2.0 Content").
Agreement
1. Eligibility. For purposes of this Amendment, the Customer is "eligible to use Pathways
2.0" if the Customer is
(a) recognized by PCHI as a"Certified Pathways Community Hub" ("Certified Hub")
or "Certified Pathways Agency" ("Certified Agency"),
(b) has an application pending with PCHI for recognition as a Certified Hub or
Certified Agency, or
(c) has communicated to PCHI in writing an intention to apply for recognition as a
Certified Hub or Certified Agency by a date certain no more than one year from the
date of this Agreement.
The Customer shall provide CCS with a written warranty to this effect, in such form as
CCS may require, subject to written confirmation by PCHI. If CCS is informed by PCHI
that the Customer has been denied certification or its certification has been revoked, the
Customer will no longer be deemed eligible to use Pathways 2.0.
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2. Activation Fee. Upon execution of the five-year Community Health Record license, the
Customer also receive the benefits of Pathways 2.0 model with the waiver of the $15,000
Activation Fee. Otherwise, Customer shall pay CCS a one-time nonrefundable Pathways
2.0 Activation Fee of$15,000.
3. Pathways 2.0 Content. Upon payment of the Pathways 2.0 Activation Fee, and upon
confirmation that the Customer is eligible to use Pathways 2.0, CCS shall provide the
Customer with:
(1) access to all PCHI-licensed materials, Pathways 2.0 modules and functions in
the Software, and a Pathways 2.0 a simulated database ("Pathways 2.0 Demo
HUB") used for training;
(2) two hours of training in Pathways 2.0 workflow processes and changes in the
Software made to conform to Pathways 2.0 standards; and,
(3) advisory services, of up to one hour per day, during the first business week
that the Customer delivers services using Pathways 2.0;
(4) a one-time upload of Pathways 2.0 payer terms.
If the Customer later becomes ineligible to use Pathways 2.0, CCS shall terminate the
Customer's access to the Pathways 2.0 Content.
4. Miscellaneous.
(a) This Amendment and the Original License Agreement contain the entire
understanding between CCS and the Customer relating to its subject matter, and
supersede all prior or contemporaneous written or oral communications,
understandings, and agreements between CCS and the Customer.
(b) Except as otherwise provided in this Amendment, the terms of the Original
License Agreement remain in full force and effect. This Amendment and the
Original License Agreement shall be construed in pari materia to give maximum
effect to both.
(c) The construction, interpretation and performance of this Amendment and the
Original License Agreement will be governed by and construed in accordance with
the laws of Ohio, without regard to the choice or conflict of law provisions thereof.
(d) This Amendment may be executed by electronic means, or in multiple
counterparts, each of which may be deemed an original and all of which together
shall constitute a single instrument.
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Care Coordination Systems, LLC The County of Fresno, California
DocuSIgn*d by:
by: by:
— OACMODDMF413...
l Robert Harnach Name: Brian Pacheco
CEO Title: Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
BERNICE E.SEIDEL
Clerk of the Board of Supervisors
County of Fresno,State of California
FORACCOUNTING USE ONLY By Deputy
Fund: 0001
Subclass: 10000
ORG: 56201557
Account: 7295
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care
coordination
systems
Advisory Services Agreement
This Agreement is made and entered into on May 17, 2022 , by and between Care
Coordination Systems, LLC ("CCS") and the County of Fresno, California ("the
Customer").
Recitals
A. The Pathways Community HUB Model ("Pathways Model") is a method of care
coordination which improves the health and well-being of at-risk populations by using
community health workers and sophisticated data management to identify, care for, and
track treatment outcomes of persons not adequately served by the health care system.
B. The Customer is starting up a community hub using the Pathways Model.
C. CCS has developed specialized knowledge and expertise that would be beneficial in
assisting the Customer in this endeavor.
D. The purpose of this Agreement is to set forth the terms and conditions under which
CCS will provide independent consulting services to the Customer.
Agreement
1. Term. This Agreement shall be effective on the date written above and continue until
completion of the projects set forth in the "Statement of Work" attached as Exhibit A
and incorporated here by reference.
2. Services. CCS shall provide consulting services for the Customer("Services") as
more fully set forth in the Statement of Work.
3. Compensation. Inconsideration for the Services rendered, the Customer shall pay
CCS in accordance with the fee schedule included in the Statement of Work. The
Customer shall pay any fees due to CCS within Fourty-five (45) days after receiving an
invoice from CCS for such fees. Each invoice from CCS will contain a specific
description of time spent and Services rendered.
4. Relationship of the parties. The parties agree that CCS' relationship to the
Customer in the provision of Services under this Agreement shall be that of an independent
contractor and not that of an agent, partner, or co-venturer of the Customer. The
employees, contractors, and agents of CCS shall not be considered employees,
agents, or representatives of the Customer for any purpose.
(a) CCS shall have sole control of the manner and means of performing the
Services and the assignment of personnel to perform them, and the Customer is
interested only in the results CCS obtains.
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care
coordination
systems
(b) CCS does not have, nor shall CCS hold itself out as having, any right, power or
authority to create any contract or obligation, either express or implied, on behalf of,
in the name of, or binding upon the Customer, unless the Customer expressly
delegates such authority in writing.
(c) The Customer does not have, nor shall the Customer hold itself out as having,
any right, power or authority to create any contract or obligation, either express or
implied, on behalf of, in the name of, or binding upon CCS, unless CCS expressly
delegates such authority in writing.
5. Confidentiality. The parties each recognize that in the course of working with each other
under this Agreement, they will each also have awareness of and access to the trade
secrets, proprietary software, contracts with each other's vendors and customers, and other
nonpublic information ("Confidential Information") of the other.
(a) Each party recognizes and acknowledges that all of the other party's Confidential
Information is a unique asset of its business. The parties each agree to keep all
Confidential Information and work performed confidential.
(b) The parties will not, during or after the term of this Agreement, in whole or in part,
disclose Confidential Information to any person, firm, corporation, association or
other entity for any reason or purpose whatsoever, nor shall they make use of any
Confidential Information for the their own purposes or for the benefit of any person,
firm, corporation, association or other entity (except the other party and/or a
Customer) under any circumstances, unless expressly authorized in writing by the
other party.
(c) If either party becomes legally obligated or compelled (by deposition, subpoena
or other validly issued administrative or judicial process) to release Confidential
Information belonging to the other party, it shall provide prompt notice to the owner
of the Confidential Information regarding the subpoena or other process. The party
in receipt of process shall thereafter be entitled to comply with such process to the
extent required by law. In addition, the party in receipt of process shall cooperate
with the other party in appropriate attempts to limit the extent or breadth of the
required disclosure.
The obligations of this Section 5 shall survive the termination of this Agreement.
6. Remedies.
(a) Arbitration. With the exception of the particular matters described in Section
6(f)(1) below, any unresolved dispute arising out of or relating to this Agreement
(including, but not limited to, questions of interpretation) shall be settled exclusively
by arbitration; provided, however, that the parties may agree to resolve any such
issue through mediation or other alternative dispute resolution processes.
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care
coordination
systems
(b) Procedural rules. The arbitration shall be conducted by a single arbitrator in
Akron, Ohio, in accordance with the National Rules for the Resolution of Commercial
Disputes of the American Arbitration Association ("AAA")then in effect, provided that
(1) the discovery provided for under the Federal Rules of Civil Procedure shall
be available to both parties, and
(2) the parties may agree to use an arbitrator other than those provided by
the AAA.
(c) Authority of the arbitrator. The arbitrator shall not have the authority to add to,
detract from, or modify any provision of this Agreement. The arbitrator shall have the
authority to order reimbursement of costs, including those incurred to enforce this
Agreement, and interest thereon.
(d) Binding effect and enforcement.
(1) This agreement to arbitrate shall be specifically enforceable as provided
in Section 6(f)(1)(B) below.
(2) The decision of the arbitrator shall be final and binding on all parties, and
judgment may be entered upon the arbitration award in the State courts
located in Summit County, Ohio as provided in Section 6(f)(1)(C) below.
(e) Fees and costs.
(1) The fees of the arbitrator, and his or her reasonable expenses, shall be
shared equally by the parties unless the arbitrator determines, as part of the
award, that a different allocation would be just and equitable.
(2) Attorneys' fees and expenses of the parties in connection with the
arbitration shall be paid by the party who incurs them, unless the arbitrator
determines, as part of the award, that a different allocation would be just and
equitable.
(3) The fees and expenses (including reasonable attorneys'fees) incurred to
enforce the agreement to arbitrate contained in this Section 15, or to enforce
an arbitrator's award, shall be paid by the party against whom the agreement
or award is enforced.
(f) Court proceedings.
(1) Actions permitted.
(A) Injunctive relief. The parties acknowledge that a violation of
Section 5 of this Agreement would cause irreparable harm for which
no adequate remedy at law exists and,therefore, agree that, in addition
to any other remedies available, the other party shall be specifically
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care
coordination
systems
entitled to bring an action for injunctive relief to enforce the terms of
Section 5.
(B) Agreement to arbitrate. Either party may enforce the agreement
to arbitrate contained in this Section 6 by an action for specific
performance.
(C) Judgment on an arbitral award. Either party may bring an action
to have a judgment entered enforcing an arbitral award.
(2) Jurisdiction and venue. Any action described in this Section 6(f) shall
be subject to the exclusive jurisdiction of the State courts located in Summit
County, Ohio. The parties
(A) agree that the State courts located in Summit County, Ohio shall
have exclusive jurisdiction over any matters described in this Section
6(f);
(B) consent to personal jurisdiction in those courts; and
(C) waive any and all claims to the effect that any of those courts
constitutes an inconvenient forum or improper venue.
(3) Except as otherwise provided in Section 6(e)(3) above, all attorneys'fees
and expenses of the parties in connection with any such action shall be paid
by the party who incurs them, unless the Court determines that a different
allocation would be just and equitable.
7. Miscellaneous.
(a) This Agreement contains the entire understanding between CCS and the
Customer relating to its subject matter, and supersedes all prior or
contemporaneous written or oral communications, understandings, and
agreements between CCS and the Customer.
(b) This Agreement may not be modified except by a writing signed by both parties.
(c) The construction, interpretation and performance of this Agreement will be
governed by and construed in accordance with the laws of Ohio, without regard to
the choice or conflict of law provisions thereof.
(d) No failure or delay by either CCS or the Customer in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise thereof preclude any other or further exercise thereof, or the
exercise of any other right, power or privilege.
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care
Coordination
systems"
(e) No waiver of any terms or conditions of this Agreement shall be deemed to be
a waiver of any subsequent breach of any term or condition. All waivers must be
in writing and signed by the party sought to be bound.
(f) If any part of this Agreement shall be held unenforceable, the remainder of
this Agreement will nevertheless remain in full force and effect.
(g) This Agreement may be executed by electronic means, or in multiple
counterparts, each of which may be deemed an original and all of which together
shall constitute a single instrument.
(h) For purposes of this Agreement, "in writing" includes electronic documents,
and "written notice" includes communications sent by electronic mail
(1) to CCS at bob.harnach(aD_ccs.health and/or mike.morley(c-)_ccs.health,
and
(2) to the Customer at DPHContracts@fresnocountyca.gov.
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DocuSign Envelope ID:A8B68B62-D9A1-422A-8A94-4D3DE58B6F37
care
=; coordination
Systems
Care Coordination Systems, LLC The County of Fresno, California
Dxu5lpnad by:
by: ''$10,1 -�4 _A afib by:
�DAC2BBDD598F41_3 .
Name: Robert Harnach Name: Brian Pacheco
Title: CEO Title: Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
BERNICE E.SEIDEL
FOR ACCOUNTING USE ONLY Clerk of the Board of Supervisors
County of Fresno.State of California
Fund: 0001 By_ _Deputy
Subclass: 10000
ORG: 56201557
Account: 7295
40
DocuSign Envelope ID:A8B68B62-D9A1-422A-8A94-4D3DE58B6F37
e
cal e
coordination
syster ns,.
Statement of Work
Develop and implement the community engagement strategy for HealthBridge.care
...................................................................................................................$10,000
Other development or advisory services requested by the Customer.............$250/hour
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DocuSign Envelope ID:A8B68B62-D9A1-422A-8A94-4D3DE58B6F37
care
coordination
systems
HealthBridge.care
Website & Software License Agreement
This Website & Software License Agreement is made on May 17, 2022 between
the County of Fresno, California ("the Customer") and Care Coordination Systems LLC
("CCS") details the terms and conditions by which CCS will permit the Customer to access
and use the HealthBridge.care information and referral website ("the Website") and
associated software and resource information ( "the Software").
Recitals
A. CCS operates a website known as "Health Bridge.care" (which may also be private
labeled under various URLs)which facilitates contact between members of the public and
the providers health and social services.
B. The Customer is located in Fresno County, California ("the Community") and desires
to use the Website and Software to make individuals in the Community aware of health
and social services that are available and permit those individuals to more easily contact
the service providers and/or Customer.
C. CCS is also providing the Customer with training services pursuant to a certain
Training Agreement of even date herewith, with a license to use CCS' Community Health
Record care coordination software pursuant to a certain Software License Agreement of
even date herewith and with advisory services pursuant to a certain Advisory Services
Agreement of even date herewith.
Agreement
1. Grant of License. Subject to the terms of this Agreement and the Appendix attached
to this Agreement, which are incorporated here by reference, CCS grants the Customer
a nonexclusive, nontransferable license ("the License") to post content to the Website,
and use the Software, in accordance with this Agreement. Unless otherwise provided in
the Appendix, the License granted herein is granted solely to the Customer and not, by
implication or otherwise, to any parent, subsidiary, affiliate, transferee, or successor in
interest of the Customer.
2. Scope of License. Under this License, the Customer may post content to the Website
and use the Software for the Customer's business purposes. As used in the previous
sentence,the phrase "the Customer's business purposes" specifically includes (but is not
limited to), providing health, and social services to individuals in the. Community and
compiling statistics and making reports to state or federal government agencies or private
funders regarding the Customer's activities.
(a) CCS may reasonably restrict access rights to the Website and Software by
issuance and usage of passwords, login controls, encryption, and other means,
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DocuSign Envelope ID:ABB68B62-D9A1-422A-8A94-4D3DE58B6F37
care
coordination
systems
including Login Credentials described in Subsection (d) below.
(b) Any future updates, modifications, enhancements or new versions of the
Website or Software provided or made available to the Customer by CCS shall be
included in the License granted under this Agreement.
(c) CCS may at any time and for any reason elect to modify, discontinue, delete
or restrict any aspect or feature of the Website or Software without notice to the
Customer or any liability; however, CCS agrees to make commercially reasonable
efforts to provide the Customer with reasonable prior written notice of any such
changes.
(d) In order for the Customer to access and use the Software, the Customer shall
pay the License Fee set forth in the Appendix, and any employee or agent of the
Customer authorized to access the Website and Software on the Customer's
behalf shall provide CCS with an email address, and obtain a unique user name
and password ("Login Credentials").
(1) CCS and the Customer agree that CCS may obtain email addresses for
this purpose. Such e-mail addresses will only be used for CCS' internal
business purposes and not disclosed to any third party irrespective of
anything to the contrary in the CCS Privacy Policy.
(2) The Customer is responsible and wholly liable for all acts or omissions
committed by any person using the Login Credentials issued to the
Customer.
3. Reservation of rights. Except as provided in Sections 1 and 2 of this Agreement, the
Customer has no right, title, interest, or license in the Website or the Software.
(a) CCS and/or its licensors own all rights, title and interests in the Website and
Software, including trademarks, service marks, trade secrets, patents, copyrights
and database rights. Any rights in the Website and Software not expressly granted
to the Customer in this Agreement remain the sole and exclusive property of CCS
or its licensors.
(b) The Website and Software are protected by applicable United States and
foreign laws and treaties, including copyright laws and treaty provisions.
(c) The Customer acknowledges that the Website and Software provided under
this Agreement include intellectual property which has been licensed to CCS by
third party licensors and CCS represents and warrants that it has sufficient rights
.to license such intellectual property to Customer. Each licensor of any such
intellectual property
(1) has a proprietary interest in that component of the Website and
Software,
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Docusign Envelope ID:A8B68B62-D9A1-422A-8A94-4D3DE58B6F37
e
care
coordination
systems
(2) is a direct and intended beneficiary of this Agreement, and
(3) may, in its sole discretion exercised independently of CCS, enforce all
its rights in its intellectual property directly against the Customer.
4. Restrictions on use. The Customer agrees
(a) to only use the Website and Software in the manner, and for the purposes,
expressly specified in this Agreement;
(b) not to decompile, disassemble, analyze or otherwise examine the Software for
the purpose of reverse engineering (except to the extent this restriction is expressly
prohibited by applicable law);
(c) not to delete or in any manner alter any notices, disclaimers or other legends
("Notices") posted on the Website or contained in the Software;
(d) not to provide service bureau facilities or commercial time-sharing services to
any third party, or supporting operations for any third party, through the access
and/or use of the Website and Software;
(e) not to attempt to access any systems, programs or data of CCS or any affiliate
of CCS (including other customers of CCS utilizing the Software) that are not
licensed under this Agreement, or otherwise made available by CCS or an affiliate
for the Customer's use;
(f) not to copy, reproduce, republish, upload, post, transmit, or distribute the
Software, the content on the Website, or any portion thereof, or facilitate or permit
a third party to do so;
(g) not to use any device or software to interfere or attempt to interfere with the
proper operation of the Website and Software;
(h) not to ship, transmit, transfer, or export the Software into any country or use
the Software in any manner prohibited by United States export laws, restrictions or
regulations; and
(i) to abide by all applicable local, state, and national laws and regulations.
5. Hardware and access requirements.
(a) The Customer is solely responsible for acquiring, servicing, maintaining, and
updating all equipment, computers, software, and communications services not
owned or operated by or on behalf of CCS that are employed by the Customer to
access and use the Software, and for all expenses relating thereto (plus any
applicable taxes). The Customer agrees to access and use the Software in
accordance with any and all operating instructions or procedures that may be
issued by CCS, and amended by CCS from time to time.
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CC I-e
coordination
systems
(b) The Customer understands and agrees that the operation and availability of
systems used for accessing and interacting with the Software, including the public
telephone system, computer networks, Wi-Fi, and the Internet, can be
unpredictable and may, from time to time, interfere with or prevent the access to
and/or the use or operation of the Software. CCS is not in any way responsible for
any such interference with or prevention of the Customer's access and/or use of
the Software except as contemplated by the Service Level Agreement.
(c) The Software will operate and shall be accessible by the Customer as provided
in the Service Level Agreement, which is incorporated here by reference.
6. Warranties.
(a) CCS warrants that, to the best of its efforts and in accordance with industry
standards, the Website and Software will not contain any malware or programming
devices (e.g. viruses, back doors, timers or other disabling devices, etc.) which
would disrupt Customer's use of the services or Customer's network or destroy or
damage data or make data inaccessible or delayed.
(b) CCS warrants that the Software does not infringe upon the copyright, patent
or other proprietary rights of others.
7. DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT (IN PARTICULAR, IN SECTION 6 ABOVE), THE APPENDIX AND SERVICE LEVEL
AGREEMENT, OR A RELEVANT STATEMENT OF WORK, THE WEBSITE AND SOFTWARE ARE
PROVIDED"AS-IS."
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CCS (INCLUDING ITS
MEMBERS, DIRECTORS, OFFICERS, LICENSORS, EMPLOYEES, SUBCONTRACTORS, AND
AGENTS)DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE
WEBSITE AND SOFTWARE, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-
INFRINGEMENT,AND ACCURACY.
(b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE APPENDIX
AND SERVICE LEVEL AGREEMENT, OR A RELEVANT STATEMENT OF WORK, CCS DOES NOT
WARRANT THAT THE WEBSITE AND SOFTWARE ARE OR WILL BE ACCURATE, COMPLETE,
UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL
COMPONENTS, OR OTHER PROGRAM LIMITATIONS.
(c) THE CUSTOMER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR,
OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS,
UNLESS SUCH ERRORS OR VIRUSES ARE THE DIRECT RESULT OF CCS' GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
(d) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE APPENDIX,
THE SERVICE LEVEL AGREEMENT, OR A RELEVANT STATEMENT OF WORK, USE OF THE
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core
coordination
systems
WEBSITE AND SOFTWARE IS ENTIRELY AT THE CUSTOMER'S OWN RISK AND CCS SHALL
HAVE NO LIABILITY OR RESPONSIBILITY THEREFOR.
8. LIMITATION OF LIABILITY. THE TOTAL LIABILITY OF CCS IN THE AGGREGATE TO THE CUSTOMER
OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE
SOFTWARE,AND SERVICES WILL BE LIMITED TO THE CUSTOMER'S DIRECT DAMAGES. CCS SHALL
NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF
ANY TYPE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE, AND/OR
SERVICES, WHETHER OR NOT CCS AND ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES AND WHETHER BASED UPON BREACH OF CONTRACT OR TORT (INCLUDING
NEGLIGENCE). CCS SHALL HAVE NO LIABILITY FOR ANY DAMAGES RESULTING FROM ALTERATION,
DESTRUCTION OR LOSS OF ANY DATA INPUT, GENERATED, OR OBTAINED FROM ACCESS AND/OR
USE OF THE SOFTWARE AND SERVICES, WHETHER OR NOT CCS HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
THE LIMITATIONS OF DAMAGES AND LIABILITIES SET FORTH IN THIS AGREEMENT ARE
FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CCS AND THE CUSTOMER,
AND THE PRICING FOR THE LICENSE REFLECTS SUCH LIMITATIONS. THE CUSTOMER AGREES THAT
THE FOREGOING LIMITATIONS SHALL BE ENFORCEABLE BY CCS TO THE FULL EXTENT THAT LAWS
APPLICABLE TO THE CUSTOMER, AND THE LAWS GOVERNING THIS AGREEMENT, ALLOW. THE
CUSTOMER AUTHORIZES ANY COURT OR ARBITRATOR ADJUDICATING A DISPUTE UNDER THIS
AGREEMENT TO CONSTRUE THE LIMITATIONS SET FORTH ABOVE TO ALLOW THEM TO BE
ENFORCEABLE TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW.
9. Indemnity.
(a) The Customer agrees to defend, indemnify and hold CCS (including its
members, directors, officers, licensors, employees, subcontractors, and agents)
harmless from any losses, liabilities, damages, actions, claims or expenses
(including reasonable attorneys' fees and court costs) arising or resulting from the
Customer's breach of any term of this Agreement or caused by acts or omissions
performed by the Customer, including but not limited to reimbursing all of the costs,
expenses and fees (including reasonable legal and expert witness fees) incurred
by the parties being indemnified.
(b) Notwithstanding the disclaimer of warranties in Section 7 and the limitation of
liability set forth in Section 8, CCS will indemnify the Customer (including its
members, directors, officers, employees, clients, subcontractors, and agents) and
hold it harmless from and against any liability,judgments, claims, damages, losses
and expenses (including attorneys'fees) resulting from or related to a claim by any
party for infringement of copyright or trademark based on material supplied by CCS
to the Customer under this Agreement.
10. Term and termination.
(a) The License shall be effective for an Initial Term of five years beginning on May
17, 2022 ("the Effective Date") and ending five years from the Effective Date.
411-6
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care
coordination
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(b) The License, and this Agreement, may be terminated prior to the end of the
Initial Term or any Renewal Term, in the following circumstances:
(1) by mutual agreement of the parties.
(2) immediately, if the Customer fails to pay the annual License Fee within
five business days after the start of any year of the Initial Term or any
Renewal Term (or any longer period agreed to by CCS in writing prior to the
start of the Term); provided, however, that CCS may, at its sole option,
continue the License if the Customer pays a 2% Late Fee in addition to the
License Fee.
(3) immediately, if a party commits a material breach of this Agreement
(other than that described in clause (2) above) and fails to remedy that
breach within
(a) the time set forth in the Service Level Agreement, or
(b) 45 business days after written notice of the breach from the other
party,
whichever is applicable.
(4) by the Customer, upon written notice to CCS and payment of a
Termination Fee of 50% of the total License Fees which would be payable
to CCS over the remaining period of the Term.
Upon termination of this Agreement, all rights under this Agreement, including the
License granted to the Customer, will cease and the Customer's access to the
Website and Software may be disabled and all Login Credentials cancelled, and
the Customer's content posted to the Website deleted.
(c) The obligations of Sections 3, 4, 9, and 11 of this Agreement, the disclaimers
and limitations of Sections 7 and 8, the representations and warranties of Section
12(h), and any and all outstanding Customer payment obligations, shall survive
the termination of this Agreement.
11. Dispute resolution.
(a) Arbitration. Any unresolved dispute arising out of or relating to this Agreement
(including, but not limited to, questions of interpretation)shall be settled exclusively
by arbitration; provided, however, that the parties may agree to resolve any such
issue through mediation or other alternative.dispute resolution processes.
(b) Procedural rules. The arbitration shall be conducted by a single arbitrator in
Akron, Ohio, in accordance with the National Rules for the Resolution of
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care
coordination
systems
Commercial Disputes of the American Arbitration Association ("AAA") then in
effect, provided that
(1) the discovery provided for under the Federal Rules of Civil Procedure
shall be available to both parties, and
(2) the parties may agree to use an arbitrator other than those provided by
the AAA.
(c) Authority of the arbitrator. The arbitrator shall not have the authority to add
to, detract from, or modify any provision of this Agreement. The arbitrator shall
have the authority to order reimbursement of costs, including those incurred to
enforce this Agreement, and interest thereon.
(d) Binding effect and enforcement. This agreement to arbitrate shall be
specifically enforceable as provided in Section 11(f)(1) below, and judgment may
be entered upon the arbitration award in the State courts located in Summit County,
Ohio as provided in Section 11(f)(1) below.
(e) Fees and costs.
(1) The fees of the arbitrator, and his or her reasonable expenses, shall be
shared equally by the parties unless the arbitrator determines, as part of the
award, that a different allocation would be just and equitable.
(2) Attorneys' fees and expenses of the parties in connection with the
arbitration shall be paid by the party who incurs them, unless the arbitrator
determines, as part of the award, that a different allocation would be just
and equitable.
(3) The fees and expenses (including reasonable attorneys' fees) incurred
to enforce the agreement to arbitrate contained in this Section 11, or to
enforce an arbitrator's award, shall be paid by the party against whom the
agreement or award is enforced.
(f) Court proceedings. Either party may enforce the agreement to arbitrate
contained in this Section 11 by an action for specific performance. or bring an
action to have a judgment entered enforcing an arbitral award. Any such action
shall be subject to the exclusive jurisdiction of the State courts located in Summit
County, Ohio. The parties
(1) agree that the State courts located in Summit County, Ohio shall have
exclusive jurisdiction over any matters described in this Section 11(f);
(2) consent to personal jurisdiction in those courts; and
(3) waive any and all claims to the effect that any of those courts constitutes
an inconvenient forum or improper venue.
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ecare
coordination
systems'
Except as otherwise provided in Section 11(e)(3) above, all attorneys' fees and
expenses of the parties in connection with any such action shall be paid by the
party who incurs them, unless the Court determines that a different allocation
would be just and equitable.
12. Miscellaneous.
(a) This Agreement contains the entire understanding between CCS and the
Customer relating to its subject matter, and supersedes all prior or
contemporaneous written or oral communications, understandings, and
agreements between CCS and the Customer.
(b) This Agreement may not be modified except by a writing signed by both
parties.
(c) The construction, interpretation and performance of this Agreement will
be governed by and construed in accordance with the laws of Ohio, without
regard to the choice or conflict of law provisions thereof.
(d) No failure or delay by either CCS or the Customer in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise thereof preclude any other or further exercise thereof, or the
exercise of any other right, power or privilege.
(e) No waiver of any terms or conditions of this Agreement shall be deemed to
be a waiver of any subsequent breach of any term or condition. All waivers must
be in writing and signed by the party sought to be bound.
(f) If any part of this Agreement shall be held unenforceable, the remainder of
this Agreement will nevertheless remain in full force and effect.
(g) For purposes of this Agreement, "in writing" includes electronic
documents, and "written notice" includes communications sent by electronic mail
(1) to CCS at bob.harnach(cDccs.health and/or mike.morley(d_)ccs.health,
and
(2) to the Customer at DPHContracts@fresnocountyca.gov.
(h) The Customer represents and warrants to CCS that this Agreement was
executed by an authorized signatory of Customer with specific authority to enter
into and bind the Customer to it.
(1) This Agreement may be executed in counterparts, including by facsimile
or other electronic means, each of which may be deemed an original and all of
which together shall constitute a single instrument.
49
DocuSign Envelope ID:A8B68B62-D9A1-422A-BA944D3DE58B6F37
YK: care
coordina#on
systems..
Care Coordination Systems LLC The County of Fresno, California
Docuapned by: N l
by: by: ``'�-�
C- OAMODDSMF413
Name: Robert Harnach Name: Brian Pacheco
Title: CEO Title: Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
BERNICE E.SEIDEL
Clerk of the Board of Supervisors
FOR ACCOUNTING USE ONLY County of Fresno,State of California
Fund: 0001 Deputy
Subclass: 10000
ORG: 56201557
Account: 7295
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DocuSign Envelope ID:A8B68B62-D9Al-422A-8A94-4D3DE58B6F37
care
coordination
systems
Appendix
The License Fee for the first year of the Initial Term is $59,000.
The License Fee for the remainder of the Initial Term is $10,000 per year.
The License Fee for each year of any Renewal Term shall be the License Fee for the
previous year, increased by
(a) 5% over the previous year, or
(b) by the annualized rate of inflation most recently published by the Bureau of
Labor Statistics of the United States Department of Labor;
rounded to the nearest $500, whichever is greater.
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DocuSign Envelope ID:A8B68B62-D9A1-422A-8A94-4D3DE58B6F37
care
coordination
systems„
HIPAA Business Associate Agreement
This HIPAA Business Associate Agreement is made and entered into on May 17, 2022 ,
and supplements and is made an integral part of an underlying Software License of even
date herewith (the "Contract"), by and between the County of Fresno, California
("Covered Entity") and Care Coordination Systems, LLC ("Business Associate").
Recitals
A. During the term of the Contract, Business Associate may receive from Covered Entity,
or may receive or create on behalf of Covered Entity, certain individual patient identified
confidential health or medical information ("Protected Health Information" or "PHI").
Protected Health Information is hereby defined to include Electronic Protected Health
Information ("EPHI"), as that term is defined in the regulations hereinafter referred to.
B. By this Agreement, Covered Entity and Business Associate agree to protect the privacy
and provide for the security of Protected Health Information disclosed to Business
Associate pursuant to the Contract and as Required by Law in compliance with:
(1) the Health Insurance Portability and Accountability Act of 1996, Public Law
104-191 ("HIPAA") and regulations promulgated thereunder by the U.S.
Department of Health and Human Services (the "HIPAA Regulations"), Title 45
Parts 160 and 164, including the "Privacy Rule" (Standards for Privacy of
Individually Identifiable Health Information at 45 CFR Part 160 and Part 164,
Subparts A and E) and the "Security Rule" (Security Standards for the Protection
of Electronic Protected Health Information at 45 CFR Part 160 and Part 164,
Subparts A and C) and the HITECH Regulations pertaining to the confidentiality,
integrity and availability of EPHI, and other applicable laws; and
(2) the Health Information Technology for Economic and Clinical Health Act
("HITECH"), passed as a part of the American Recovery and Reinvestment Act of
2009 (ARRA), Public Law 111-5 and regulations including, but not limited to, 45
C.F.R. Parts 160 and 164 (the "HITECH Regulations"); references in this
Agreement to HIPAA also includes any requirements contained in HITECH, as the
same may be amended from time to time.
C. As part of the HIPAA Regulations, the Privacy Rule requires Covered Entity to enter
into a contract containing specific requirements with Business Associate as set forth in,
but not limited to, Title 45, Sections 164.502(e) and 164.504 (e) of the Code of Federal
Regulations ("CFR") and contained in this Agreement.
D. A Business Associate may be directly liable under the HIPAA Rules and subject to
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civil, and in some cases, criminal penalties for making uses and disclosures of Protected
Health Information that are not authorized by this Agreement or Required by Law. A
Business Associate also is directly liable and subject to civil penalties for failing to
safeguard electronic protected health information in accordance with the HIPAA Security
Rule.
Agreement
1. Definitions. All capitalized terms used herein but not otherwise defined in the
preceding paragraphs shall have the meanings attributed to them in HIPAA and the
HIPAA Regulations and HITECH and the HITECH Regulations.
2. Obligations of Business Associate.
(a) Business Associate agrees to not use or disclose Protected Health
Information other than as provided by the Agreement and as Required by Law.
Business Associate agrees to maintain and use appropriate safeguards, and to
comply with the Security Rule with respect to EPHI, to prevent the use or disclosure
of Protected Health Information other than as set forth in this Agreement.
(b) Business Associate shall assess potential risks and vulnerabilities to PHI,
including EPHI, in its possession or under its control and develop, implement, and
maintain commercially appropriate administrative, technical and physical
safeguards to ensure that all Protected Health Information obtained by or on behalf
of Covered Entity is received, maintained, transmitted, and used or disclosed only
as authorized by this Agreement and as permitted by the Privacy Rule and the
Security Rule.
(c) Business Associate agrees to report to Covered Entity any use or disclosure
of Protected Health Information not provided for by this Agreement of which it
becomes aware, including breaches of unsecured PHI as required by 45 CFR
164,410, and any Security Incident of which it becomes aware.
(d) Business Associate shall ensure that all its agents, including
subcontractors, to whom it provides Protected Health Information received from
Covered Entity, or created or received by Business Associate on behalf of Covered
Entity, or who create, receive, maintain, or transmit PHI on behalf of Business
Associate, agree in writing to the same assurances, restrictions, requirements and
conditions that apply to Business Associate with respect to such Protected Health
Information. If Business Associate receives EPHI, Business Associate will ensure
that any agent, including a subcontractor, to whom it provides such EPHI or who
creates, receives, maintains, or transmits PHI on behalf of Business Associate,
specifically agrees in writing to implement reasonable and appropriate
administrative, physical and technical safeguards to protect it.
53
DocuSign Envelope ID:A8668B62-D9A1-422A-8A94-4D3DE58B6F37
care
coordination
systems-
(e) Business Associate shall, following the discovery of a Breach regarding
PHI, notify the Privacy Officer of Covered Entity of the breach. Notification shall be
without unreasonable delay, and in no event later than 10 business days after
Discovery. A Breach is "Discovered" on the first day it is known or, with the
exercise of reasonable diligence, would have been known by any employee (other
than the employee committing the Breach), officer or agent of the Business
Associate. Business Associate shall report such breaching use or disclosure even
if Business Associate deems the use or disclosure to be in good faith, unintentional
or inadvertent, and even if Business Associate deems the risk of harm posed to
the Individuals involved to be insignificant. The notification to the Privacy Officer
shall include the information required pursuant to 45 CFR 164,404 and 164.410,
including, but not limited to, the identity of the individual whose PHI has been
breached, a brief description of what happened (including the date of the breach
and the date of discovery), a description of the type of information accessed e.g.,
name, address, date of birth, Social Security Number, content of health care
provided, steps the individual can take to protect him or herself from harm, what
the Business Associate is doing to investigate and mitigate the effects of the
breach and to prevent future breaches; if any of this information is not available at
the time of notification, Business Associate shall provide it promptly if and when it
becomes available. In addition, Business Associate shall provide to Covered
Entity contact information, such as a toll free telephone number, email address,
website or postal address where affected Individuals may request or receive
information, and such other information as Covered Entity may reasonably
request. Business Associate shall cooperate with Covered Entity in investigating
such use or disclosure and assist Covered Entity in determining whether such use
or disclosure constitutes a Breach of Unsecured PHI. In the event that Covered
Entity determines that a Breach of Unsecured PHI has occurred, at Covered
Entity's election, Business Associate shall:
(1) Prepare, subject to Covered Entity's right to review and approve,
appropriate notifications of such Breach on behalf of Covered Entity
pursuant to 45 CFR Sections 164.404, 164.406 and 164.408; or provide
Covered Entity with any information necessary for it to prepare appropriate
and timely notifications of such Breach pursuant to 45 CFR Sections
164.404, 164.406, 164.408, and 164.410(c); and
(2) Subject to Covered Entity's right to elect to distribute such
notifications itself, distribute the appropriate notifications of such Breach in
the time and manner that complies with 45 CFR Sections 164.404, 164.406
and 164.408. Notwithstanding the foregoing, a delay in the distribution in
the appropriate notifications may be permitted, but only to the extent and
subject to the conditions of 45 CFR Section 164.412, regarding certain law
enforcement action.
(f) To the extent that Business Associate or its agents or subcontractors
54
DocuSign Envelope ID:A8B68B62-D9A1-422A-8A94-4D3DE58B6F37
care
coordination
systems
maintain PHI in a Designated Record Set, Business Associate shall, at the request
of Covered Entity, make available PHI which is maintained in Designated Record
Sets to Covered Entity or, as directed by Covered Entity, directly to Individual to
whom the PHI relates, and in the time and manner that meets the requirements of
45 CFR Section 164.524.
(g) To the extent that Business Associate or its agents or subcontractors
maintain PHI in a Designated Record Set, Business Associate shall make available
PHI which is maintained in Designated Record Sets to Covered Entity for
amendment pursuant to 45 CFR Section 164.526 Business Associate shall in a
timely manner incorporate into the Designated Record Set any such amendment
to enable Covered Entity to fulfill its obligations under the Privacy Rule. If any
Individual submits a request for an amendment of Protected Health Information
directly to Business Associate or its agents or subcontractors, Business Associate
must notify Covered Entity in writing within 5 business days of the request. Any
denial of amendment of an Individual's request to amend PHI maintained by
Business Associate or its agents or subcontractors shall be solely the responsibility
of Covered Entity.
(h) Business Associate shall implement a process that enables it to provide an
accounting of disclosures of PHI sufficient so that Covered Entity can respond to
a request by an Individual for an accounting of disclosures of PHI in accordance
with 45 CFR Section 164.528 and Section 13405(c)of HITECH and the regulations
promulgated thereunder. At a minimum, the information to be documented in the
log shall include:
(1) the date of disclosure;
(2) the name of the entity or person who received PHI and, if known, the
address of the entity or person;
(3) a brief description of the PHI disclosed; and
(4) a brief statement of the purpose of the disclosure that reasonably
informs the Individual of the basis for the disclosure, or a copy of the
Individual's authorization, or a copy of the written request for disclosure.
Business Associate shall provide a copy of the log to Covered Entity annually upon
request. Within 10 business days of notice by Covered Entity of a request from an
Individual for an accounting of disclosures of Protected Health Information, or
within 5 business days after a request for an accounting is delivered directly to
Business Associate or its agents or subcontractors, Business Associate shall make
available to Covered Entity the information from the log required to provide an
accounting of disclosures to enable Covered Entity to fulfill its obligations under
55
DocuSign Envelope ID:A8B68662-D9A1-422A-8A94-4D3DE58B6F37
care
coordination
systems„
the Privacy Rule and HITECH, including, but not limited to, 45 CFR 164.528.
(i) Within 15 business days of a request by the Covered Entity, Business
Associate agrees to comply with Covered Entity's request to accommodate an
Individual's access to his/her Protected Health Information. In the event that an
Individual contacts Business Associate directly about access to Protected Health
Information, Business Associate shall forward such request to Covered Entity
within 5 business days to Covered Entity, and shall respond pursuant to
instructions from Covered Entity. To the extent that PHI and communications are
within the control of Business Associate, Covered Entity shall direct all requests
for restrictions and confidential communications in connection with the disclosure
of PHI under 45 CFR Section 164.522 to Business Associate for evaluation.
Business Associate shall respond directly to Individual if directed to do so by
Covered Entity or if contacted directly by Individual, and in the time and manner
that complies with all the requirements of 45 CFR Section 164.522 and Section
13405(a) of HITECH.
0) All documentation that is required by this Agreement, the Privacy Rule, the
Security Rule and HITECH shall be retained by Business Associate for a period of
6 years from the date of creation or when it was last in effect, whichever is later.
After the expiration of such period, the Business Associate shall destroy the PHI
and EPHI, unless otherwise directed by Covered Entity.
(k) Business Associate agrees to make its internal practices, books and
records relating to the use and disclosure of Protected Health Information available
to the Secretary for purposes of determining Covered Entity's and/or Business
Associate's compliance with the Privacy Rule and HITECH, in a time and manner
designated by the Secretary.
(/) Business Associate agrees to mitigate, to the extent practicable, any
harmful effect that is known to Business Associate of a use or disclosure of
Protected Health Information by Business Associate (or by any other person to
whom Business Associate has disclosed PHI) in violation of the requirements of
this Addendum. In addition, Business Associate shall cooperate with and
implement any reasonable mitigation requests by the Business Associate or
Covered Entity relating to any Breach or any attempted or successful Security
Incident. Upon request, Business Associate shall provide Covered Entity with a
written report of its mitigation efforts.
(m) Business Associate shall satisfy all applicable provisions of the HIPAA
standards for electronic transactions and code sets, also known as the Electronic
Data Interchange Standards (the "EDI Standards"), in accordance with 45 CFR
Part 162. Business Associate further agrees that it shall ensure that any of its
agents, including any subcontractors, that conduct standard transactions on its
behalf shall comply with the EDI Standards.
56
DocuSign Envelope ID:A8B68B62-D9A1-422A-8A94-4D3DE58B6F37
ecare
coordination
systems-
(n) Business Associate represents and warrants that all personnel in its
workforce, and any agents or subcontractors, whose services may be used to fulfill
obligations under this Agreement are or shall be appropriately informed of the
terms of this Agreement and shall comply with all provisions of this Agreement
3. Permitted uses and disclosures by Business Associate; sale and marketing
prohibited.
(a) Business Associate shall not use or further disclose Protected Health
Information, except as stated in this Section 3 or as Required By Law.
(b) In any permitted use or disclosure of Protected Health Information to
perform functions, activities, or services for, or on behalf of Covered Entity as
specified in the Contract and this Agreement, Business Associate shall make
reasonable efforts to limit protected health information used or disclosed to the
minimum necessary to accomplish the intended purpose of the use, disclosure or
request. Business Associate agrees that, to the extent practicable, it shall only
request, use and disclose PHI in the form of a Limited Data Set (as defined in 45
CFR Section 164.514(e)(2)), and that in all other cases it shall only request, use
or disclose the Minimum Necessary amount of PHI necessary to accomplish the
purpose of the request, use or disclosure.
(c) Business Associate may use PHI to the minimum extent necessary for the
proper management and administration of Business Associate or to carry out the
legal responsibilities of the Business Associate.
(d) Business Associate may disclose PHI for the proper management and
administration of Business Associate, provided that disclosures are Required By
Law, or Business Associate obtains reasonable assurances from the person to
whom the information is disclosed that it will remain confidential and be used or
further disclosed only as Required By Law or for the purpose for which it was
disclosed to the person, and the person notifies Business Associate of any
instances of which it is aware in which the confidentiality of the information has
been Breached.
(e) Business Associate may use PHI to report violations of law to appropriate
Federal and State authorities, consistent with 45 CFR 164.502.
(f) Business Associate may use Protected Health Information to provide Data
Aggregation Services to Covered Entity, as permitted by 45 CFR Section
164.504(e)(2)(i)(B).
(g) The Business Associate is permitted to access and use any and all
Protected Health Information in the form of a "limited data set" as defined in 45
57
DocuSign Envelope ID:A8B68B62-D9A1-422A-8A94-4D3DE58B6F37
care
coordination
systems-
CFR 164.514(e), and to provide this de-identified Protected Health Information to
others, for the purpose of research on public health issues and the effectiveness
of care coordination, and in the development of a new or improved software
platform.
4. Obligations of Covered Entity.
(a) Covered Entity shall be responsible for using appropriate safeguards to
maintain and ensure the confidentiality, privacy and security of Protected Health
Information, including EPHI, transmitted to Business Associate pursuant to the
Contract and this Agreement, in accordance with the standards and requirements
of the Privacy Rule and the Security Rule, until such Protected Health Information
is received by Business Associate, and in accordance with any specifications set
forth in the Contract.
(b) Covered Entity shall notify Business Associate of any limitation(s) in its
notice of privacy practices of Covered Entity in accordance with 45 CFR 164.520,
to the extent that such limitation may affect Business Associate's use or disclosure
of Protected Health Information.
(c) Covered Entity shall notify Business Associate of any changes in, or
revocation of, permission by Individual to use or disclose Protected Health
Information, to the extent that such changes may affect Business Associate's use
or disclosure of Protected Health Information.
(d) Covered Entity shall notify Business Associate of any restriction to the use
or disclosure of Protected Health Information that Covered Entity has agreed to in
accordance with 45 CFR 164.522 to the extent that such restriction may affect
Business Associate's use or disclosure of Protected Health Information.
5. Term. This Agreement shall become effective immediately upon execution and,
except as hereinafter provided, shall remain in force and effect until the last of the
Protected Health Information is returned to Covered Entity or destroyed. Notwithstanding
the foregoing, the rights and obligations provided by Sections 2, 7, 8 and 9 of this
Agreement shall survive indefinitely.
6. Termination of Contract. Notwithstanding any provision in the Contract to the
contrary regarding term or termination, if Covered Entity determines in good faith that
Business Associate has violated a material term of this Agreement, Covered Entity shall
either:
(a) If such violation can be cured within 30 days or a reasonable period of time,
provide an opportunity for Business Associate to cure the breach or end the
58
DocuSign Envelope ID:A8B68B62-D9A1-422A-8A94-4D3DE58B6F37
care
coordination
systems„
violation and, if Business Associate does not cure the breach or end the violation
within the time specified, terminate the Contract; or
(b) If no cure is possible, immediately terminate the Contract, if feasible; or
(c) If neither termination nor cure is feasible, Covered Entity shall report the
violation to the Secretary.
7. Effect of termination.
(a) Except as provided in paragraph (b) of this Section, upon termination of the
Contract for any reason, Business Associate shall retain no copies of Protected
Health Information and, as instructed by Covered Entity, shall return or destroy all
Protected Health Information received from Covered Entity, or created or received
by Business Associate on behalf of Covered Entity. This provision, shall apply to
Protected Health Information that is in the possession of subcontractors or agents
of Business Associate.
(b) In the event that Business Associate determines that returning or destroying
the Protected Health Information is not feasible or that the retention of some PHI
is necessary for Business Associate's proper management and administration, or
to carry out its legal responsibilities, Business Associate shall continue to extend
the protection of this Agreement to such Protected Health Information retained for
those purposes that make the return or destruction infeasible, for so long as
Business Associate maintains such Protected Health Information.
(c) Upon termination, Business Associate shall retain and continue to make
available to Covered Entity the accounting of disclosures required by paragraph 2
0), in accordance with the requirements of and for the time period required by
HITECH.
8. Indemnification.
(a) Notwithstanding any provision in the Contract to the contrary regarding
indemnification, Business Associate agrees to indemnify, defend and hold
Covered Entity harmless from any liability, loss, claims or damages, including
reasonable attorneys' fees, caused solely by a breach by Business Associate or
any of its affiliates, employees, agents, subcontractors or successors, of its
obligations under this Agreement. Business Associate further agrees to assist and
defend Covered Entity in any investigation, litigation, adjudication, arbitration, or
proceeding of any kind, whether brought by the Secretary, an Individual, or any
other person or entity, that may result or arise from any breach of the terms of the
Contract or this Agreement.
59
DocuSign Envelope ID:A8668B62-D9A1-422A-8A94-4D3DE58B6F37
care
coordination
systems
(b) In the event that Covered Entity intends to rely on this indemnification
obligation of Business Associate, Covered Entity will
(1) provide prompt written notice to Business Associate of any claim, action
or demand for which indemnity is claimed; and
(2) provide such reasonable cooperation as Business Associate may
request.
(c) Covered Entity agrees to indemnify, save, hold harmless, and at Business
Associate's request, defend the Business Associate, its officers, agents, and
employees from any and all costs and expenses (including attorney's fees and
costs), damages, liabilities, claims, and losses occurring or resulting to Business
Associate in connection with the performance, or failure to perform, by Covered
Entity, its officers, agents, or employees under this Agreement, and from any and
all costs and expenses (including attorney's fees and costs), damages, liabilities,
claims, and losses occurring or resulting to any person, firm, or corporation who
may be injured or damaged by the performance, or failure to perform, of
Covered Entity, its officers, agents, or employees under this Agreement.
9. No third party beneficiaries. Nothing express or implied in this Contract is
intended to confer, nor shall anything herein confer, upon any person other than Covered
Entity, Business Associate and their respective successors or assigns, any rights,
remedies, obligations or liabilities whatsoever.
10. Miscellaneous.
(a) A reference in this Agreement to a section in the Privacy Rule or in HITECH
means the section as in effect or as hereafter amended.
(b) The parties agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for Covered Entity to comply with the
requirements of the Privacy Rule, HIPAA and HITECH.
(c) Except as specifically required to implement the purposes of this
Agreement, or to the extent inconsistent with this Agreement, all other terms of the
Contract shall remain in force and effect.
(d) The provisions of this Agreement shall prevail over any provisions in the
Contract that may conflict .or appear inconsistent with any provision in this
Agreement. This Agreement and the Contract shall be interpreted as broadly as
necessary to implement and comply with HIPAA, the Privacy Rule and HITECH
(or applicable state laws relating to security and privacy, if more stringent). The
60
DocuSign Envelope ID:A8B68B62-D9A1-422A-8A94-4D3DE58B6F37
care
coordination
systems
parties agree that any ambiguity in this Agreement shall be resolved in favor of a
meaning that complies and is consistent with HIPAA, the Privacy Rule and
HITECH (or applicable state laws relating to security and privacy, if more
stringent).
(e) Upon the effective date of any federal statute amending or expanding
HIPAA or any guidance, temporary, interim final or final regulations promulgated
under HIPAA or under any federal statute amending or expanding HIPAA
(collectively, the "HIPAA Regulations")that are applicable to this Agreement or any
amendments to the HIPAA Regulations, this Agreement shall be automatically
amended, such that the obligations imposed on Covered Entity and Business
Associate shall remain in compliance with such requirements, unless Covered
Entity notifies Business Associate otherwise. The parties agree to take such action
as is necessary to expressly reflect such automatic amendments in this Agreement
from time to time. Except as provided otherwise in this Section 10(e), no waiver,
change, modification, or amendment of any provision of this Agreement shall be
made unless it is in writing and is signed by the parties hereto. The failure of either
party at any time to insist upon strict performance of any condition, promise,
agreement or understanding set forth herein shall not be construed as a waiver or
relinquishment of the right to insist upon strict performance of the same condition,
promise, agreement or understanding at a future time.
(f) This Agreement, together with the Contract, constitutes the entire
agreement between Covered Entity and Business Associate with respect to the
matters described herein. No promises, terms, conditions or obligations, other
than those contained in this Agreement or the Contract shall be valid or binding.
Any prior agreements, statements, promises, negotiations, inducements, or
representations, either oral or written, made by either party or agent of either party,
that are not contained in this Agreement or the Contract shall be of no force or
effect.
61
DocuSign Envelope ID:A8668B62-D9AI-422A-8A94-4D3DE58B6F37
care
coordination
systems"
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
date first above written.
Business Associate: Covered Entity:
Care Coordination Systems, LLC the County of Fresno, California
DocuSlpned by:
OAC2B900598F413...
Name: Robert Harnach Name: Brian Pacheco
Title: CEO Title: Chairman of the Board of Supervisors of
of the County of Fresno
ATTEST:
BERNICE E.SEIDEL
Clerk of the Board of Supervisors
County of Fye5w, Ct?te of California
FOR ACCOUNTING USE ONLY By. _Deputy
Fund: 0001
Subclass: 10000
ORG: 56201557
Account: 7295
62
DocuSign Envelope ID:A8B68B62-D9A1-422A-8A94-4D3DE58B6F37
Fresno County 11/3/2021
Products and Pricing Valid throw h 5 17 2022
Annual Cost- 5
year contract
Service Description Standard Costs terms
s year contract terms
CHR Platform-Annual;Five-year term;CCS System platform license includes system,InterealAntegrated community
es referral via HeallhBridge.care,secure Messaging,standard reporting,Tier 2 user support with escalation for
Community Health Record rechecalsupport,secudlycomplianceaudit,standardhosting,standardmaintenance,backup/restore,and frequent standard
Platform system upgrades. $55,000 $as,oOD
Base User Umnses-Annual;10 desktop/Portal user licenses.
10 user licenses Included in
User Licenses your 5 year CHR contract; s0
As of 2022,no user licenses
re included with licenses
Desktop/portal-annual;In a 5 year contract,10 desktop user licenses are included with the CHR platform;Additional user
licenses per contract term;pro-rated at time of Initialization to next license contract anniversary date;Includes Tier 2 user
support.Multiple are models may be used with each license.Also,only one user license Is required for the user to be
enabled with Pathways and Health Homes(or any other platforms)concurrently.User licenses above the platform allotment $750-5 year contract;
User Licenses may be added and removed annually,as necessary.Estimated at 94 additional users@$750 for a total of 104 uses with $1,250-3 year contract; $70,500
the SO Included users above. $1,SOO-Less than 3 year
contract
Healthilrldge.care-A community resources and referral secure portal for public and HUB client use ertemal to the use In the
CH R by the care coordinator Included with APIs for third party systems.Public and HUB clients may seek local referral sources
Public Facing and send requests to the 3rd parry agencies.Public and HUB clients may maintain secure user logins for their referrals and
HealthBridge.care communications with the agencies.HUB/ACH clients have added benefit as their community care coordinator is also receiving $59,DOG-ONE-TIME
Integrated with the CHR the information and pathways are stacking outcomes as agencies and client perform.Community resourcelistings are $59,000 One-Tlme;$10.000
g uploaded by HUB staff and maintained by agencies through their agency login where they also track and respond to referrals. payment in first contract virtually with yours year
and enabled for Tele- year, 0 annual after$30,00
Additionally,HealthBridge Is Integrated with the Community Health Record platform providing security of information, first eontraet
Coordinator and Personal reporting.auto-generation of pathways for HUB clients,and integrated resources forcare oordinatorsto select and send year
Health Record referrals to agencies.Required for Tale-CooMlesator/Fete-Coach,Personal Health Record,and the new HealthBddge 2.0
features being released In early 2022.
Integrated Health Bridge—-Intemal/integmted community resources referral via HesithBridge.care(non-public facing
website).Us es the available clinical and community resources of the Community HUB to streamline the referral process for
Community Health Record are coordinators.With a community engagement strategy supplied by us,you may develop an optimum referral networkfor
with HealthBridge.care your initiative featuring multiple documented conversations in the referral Pathways and results metrics from a true closed- Included in your CHR $o
loop system.Highly innovative with patents pending. Platform
Integrated
Invoicing-Annual;Multiple performance-based contracts for outcomes;Braided-funding waterfall determines the
appropriate payer for the outcome for the client.Specialized reporting for Invoicing and financing operations including Payer
Invoicing and Agency °"tract terms management,secure invoicing trammisslonto Payers,and Invoicing and reponingsuppon(up to l hour per Included In CHR contract;or
month for first 4 months with 5 year contract). $0
Payout $18,000 annually
Data Vlwalleatim-Access your SDOH and cliniel Information for data visualization with our advanced Tableau dashboards.
Presentation quality and access for download.We can create dashboards for your teams to use to monitor best practices and
key performance indicators.
Tableau Data Visualization Included in the 5year Incuded
contract
Community Ersgagement Strategy Pow HealthBddge.cue-How to engage your community,community service
organizations,providers and government for an Integrated referral network with results and measures.Let us assist with step-
by-step guides,online education,and webinars to begin using HealthBridge.wre to Its fullest to enable true closed-loop
referrals for your lnitiaves.Produce greater information,benefit community service organizations and develop new revenue
Advisory Services opportunities for your community. $10,000 $10,000
One-time Activation Fee:Provides useraccess to PCHI Licensed Materials In the CHR(Visit Form,Progress Form,21
Pathways,PCHI Learning Modulesl;2 hours HUB Staff training on Pathways 2.0 Model and workflow processes;Initial bulk
upload of HUB Payer Terms;1-week open office hours-one hour per day for HUB Staff,CHWs,and Supervisors to ask any
Pathways 2.0 Activation questions related to Pathways 2.0 transition or PCHI Licensed Materials;Anticipated to increase upon PCHI certification of the
515,000 One time Included
Fee Community Health Record Platform.Waived fee with new:-year contract a additional 5-year extension to current
contract.
Pathways Community HUB Institute Annual client usagefees -PCHI requires a wry reasonable client usage fee for the
PCHI Client Usage Fees cams to the model and learning materials.Annual;1,000 active clients-$500;2.500 active clients-$1,250;5.000-active Estimated at lDDD-2500 $1,250
clients;Ask about other client ranges. clients in the first year
Mediation Reconcillatiom-Annual;Five-Year term;Now reconcile Mediation Assessment and Medication Management
Pathways with your approved Mediation Reviewers quickly,Integrated with the CHR platform,a are coordinator may
omplete the mediation assessment with their client and immediately send the authorized reviewer(s)a secure notification Secure,streamlined
and secure access to the client's medication assessment.Upon completion by the reviewer ofthe reconciliation,the care communication with
coordinator is notified and the reconciled assessment is stored securely In the client record's Documents,available to the care external reconciliation
License team,Faster than taxing.Secure.Better collaboration with providers and pharmacists.More pathways completed partners for greater $6,000
--fully. Pathways completion and
Important mediation
reconciliation.-$6,DDD
Patient Activation Measurc(PAM)-license per eligible screened client per year;Includes first screening and multiple, a $4,500
additional screenings per year.Screening Packages of 20O,SDO,1000,and 20DO annual clients,Clients screened In mess of
subscription without upgrading subscription are$25/client annually.Upgrades may be arranged at anytime.Invoiced g $9,OW
PAM License Included
monthly. individual llcemesto HUB&arc Sx-IOx more experWve,.We are able to share a license across all ofthe B $12,5DO
Community HUBS. B S17,500
CHR Platform-Initial Setup and Implementation-setup and implementation including scope review with one each EHR,
211 and HIE far integration with the Community Health Record.Deliverables include the launch of the CHR platform and the
Advisory project plans and budget for the integration of 211 and HIE. $15,000 Included
63
DocuSign Envelope ID:A8B68B62-D9A1-422A-8A94-4D3DE58B6F37
Fresno County 1 1/3120 2 1
Products and Pricing Valid lhrou h$l7 2022
Annual Cost-5
year contract
Service Description Standard Costs terms
5 year contract terms
Inlerp menial dynamle of eralning ums of community health workers in the CHR platform features and best practices far
effective supervisoon,—assurance quality improvement,information gathering and sustainability.Choice ofvirtual or in.
person training for all software users in the HUB.Supervisors and Community Health Workers must attend entire training
session.5 days of 2 90-minute virtual sessions,3 days of In-person tralning with access to on-line lessons in learning
Management System(LMS)for 1 year as well as community HUB specific guides,workbooks,videos,workflow processes and
best practices.Course will Include Pathways Community HUB model training that focuses on HUB's initiatives.Practice In the
Community Health Record(CHR)with reaWife use study examples.Separate Supervisortrainingprovlded forfree to those
attending Activalion Training.Supervisor bmak—training Includes managing coordinators,best practices for signing
documents and monitoring caseluds Ill repelling tool.Additional support week after training will include l hour open offce- Minimum-$15.OW;
Software Activation Madmum-$30,OW for 27
hour sessions for coordinators,supervisors and HUB staff to ask for refreshers,guidance and/or problem salve current uses. $120,000
Training ActivaeontraMlryto be held no strBer than 2 weeks before live launch hdp the field.Prking:$L500 per attendee -4 aW trainees;Expect4
Cohorts@ 530,000 per cohort.Fledble as to training dates over contract term. cohorts
TeamofMdataesperial coach HUB staffon all reportingfeaures.Real-timereportingutilizedfarbenchmarks,challenges
and overall program performance.Create customized reports and dashboards to meet all funder requirements.SpmWimcl
reporting views and drllWown dashboards for individuals,agencies,partners and boards.4 1-hour sessions post launch of
HUB.1st session will be Gee with purchase of mponing bundle and must take place before Activation Training and should be
Reporting Training for done in tangent with TAsupport when creating policies and procedures.Price for 3 sessions-$1,500,Additional sessions- 51,500;Can include Fresno
$500lhour
County and HUB personnel $11500
Staff
for greater economy
Leamtomatesssstainablllly throughlnvoicingtraining.CCS will train HUB staff with role designation Including invoicing
c ass;best practices in policy A,procedures,agency billing cycles and reporting.Create braided funding waterfall to
"corporate all funders and ensure community based coordination workissustainable.Access toguides and videciswrth
ongoing free support for fill,6 months.Training Price:$1,500,additional support 1.hour:$See
51,500;Can Include Fresno
Invoicing Training for Staff HUB personnel for greater $1s0o
economy
Includes 11-ftliBddg—re resources,public facing Interface,and search.All of HealthBridge.um+Registered diem
amen for their health Informaid-and assess ro swmmurkes.securely with Care Team,Care Coordinators,and
Coaches remotely.Medication lists and Integration with CHR documents far Coordinators and Call Centers.Integrated $60,000 for first 1,000
with HeafthgrWge search and all documems lntepatndto the CHR platform and attached to client chart Annual 1,000 clients;additional packages
client subscriptlon-560,OW per year.Additional clients in subscription package of 1,000 clients-$36,000 of LOW clients-$36,000
HealthBridge 2.0 annually,Choose this lfyuu To be launched In Q12022
want a client portal and
edended coordinator
features
Care Transition interventions•Transition soothe,-Evidence-based and highly acknowledged.breakthrough training to Group-Virtual or Onshe or
reduce hospital readmission(20.50%+)and improve patlents'hullh and self-achation.Onsit,(militated training with Individual Transition Coach
Care Transiton organizational readiness assessment,online preparation and continuing education and learning best practices through the
Interventions-Transition monthly Learning Network webinars. Training.Contact
Coaches Mich ellegpccspathways.com
for dates/times and
information
Organizational Readin AssessmentfwTmnddun Coadiiq -An organization needs the tools and mind'et to support Cfl
Transition Coaches to achleve the documented sucresses with Care Transition Interventions and TransitionCoaches.Weekly
meetings prior to your Tramltians Coach candidates receiving training are required for your organization.The hourly meetings
Care Transition will be conducted via individual organization scheduled webinars over 2 months or as needed.A key outcome will be whether
Intervention- your upnlution is ready to implement Transition Coaching and achieve significantly reduced 3G-190 day hospital readmission Contact
Organizational Readiness
rateswhilei pr.yngp,tie,tseff,alwOd andhe,lth.Individual candidates for training are also required to have their Michelle@ccspathways.c
orgamntum'smadiness assessment promo confirmation ofa training date and place.Group training sessions of up to 36 for Information
Assessment Transition Coach candidates are also required to be supported by their organizations readiness.Virtual cohorts for 25 trainee
aches.
CnmmunRy heahh workers professional development Including Pathways and CHR system hands-cm use studies Especially
suited for are coordinators m ing their clients/patients In the community setting.Ucensedprofessionalassupemisorsto
CH Ws are invited to gain understanding of the CHW experience and also the Pathways utilization timing the first three days.A
CHW attends the First week intenswe In the classroom.Pradicum weeks follow with on-line education and supervised
observation in the c rrm unity with clients.Final week indudes the Human Health segment and experiential learning based on Contact Sherd
best practices in the field.A CHW is enabled to start serving clients after the first week lmenslve. Ohly@capathways.com thw
CHW Training/CDC 2109 v pa ays.com for
Information on special CDC
2109 Pricing
Evaluator-annual;user licenses and Tier 2 support for initlative evaluation team with up to 3 evalumors per initiative.
Includes reporting access to evaluation reporting.
Additional User Licenses $5,000
Payer access•annual;up to 10 user licenses and tier 2 support for full access or read-only access to authorized client charts
and records Including secure mmmumicztlon with care coordinators,supervisors,and HUB staff to work in a team approach.
P.eporting access to aulhadxed client infonnalion and progress.State wide/mold-huh Ilcensing available for economical team
building wth community-based care coordlnatlon across a state or region.
Additional User Licenses $10,WO
64
DocuSign Envelope ID:A8B68B62-D9A1-422A-8A94-4D3DE58B6F37
Fresno County 11/3/2021
Products and Prldrig Valid through 5 17 2022
Annual Cost- 5
year contract First Year-One Time
Service Description terms Expenditure Subsequent Annual Costs
5 year contract terms
CHR Plartann-Annual;Five-year term;CCS System platform license Includes system,Intemalfintegrated community resources
referral via HealthBridge.care,secure Messaging,standard reporting,Tier 2 user support with escalation for technical support,
Community Health Record security compliance audit,standard hosting standard maintenance,backup/restore,and frequent standard system upgrades.
$as.000 $as.000
Platform
Desktop/portal-annual;In a 5 year contract,10 desktop user licenses are included with the CHR platform;Additional user
licenses per contract term;pro-rated at time of initialization to pert license contract anniversary date;includes Ter 2 user
support.Multiple care models may be used with each license.Also,only one user license is required for the user to be enabled
with Pathways and Health Homes(or any other platforms)concurrently.User licenses above the platform allotment may be
added and removed annually,as necessary.Estimated at 94 additional users III for a total of 104 user with the 10
User Licenses $7o,soo 52o,so0
Included users above.
HeAthBrldg—re-A community resources and referral secure portal for public and HUB client use extemal to the use in the
CHR by the care coordinator Included with APIs for third-patty systems.Public and HUB clients may seek local referral sources
Public Facing and send requests to the 3rd parry agencies.Public and HUB clients may maintain secure user login for their referrals and
HealthBridge.care communications with the agencies.HUB/ACH clients have added benefit as their community rare coordinator is also receiving $59,000.ONE-TIME
Integrated with the CHR the information and pathways are tracking outcomes as agencies and client perform.Community resource listings are uploaded payment in first contract
by HUB staff and maintained by agencies through their agency logins where they also track and respond to referrals. year with 5 year contract; $59.000 510,000
and enabled for Tele- Additionally,HealthBridge is integrated with the Community Health Record platform providing security of information, $10,DD0 annual after first
Coordinator and Personal reporting aulo-IrenerallonofpathwaysforHUBclients,andintegratedresourcesforcarecoordlnatorstoselectandsend year
Health Record referrals to agencies.Required for Tele-Coordlnat rfrele-Coach,Personal Health Record,and the new HealthBddge 2.0
features being released In early 2022.
Community Engagement Strategy for Health Bridge.care-How to engage your community,community service organizations,
providers and government for an integrated referral network with results and measures.Let us assist with step-by-step guides,
online education,and webinars to begin using Healthfiridge.care to Its fullest to enable true closed-loop referrals for your
initaves.Produce greater information,benefit cammunityservice organizations and develop new revenue opportunities for
Advisory Services your community. $10,000
Pathways Community HUB Institute Mnual dierrt usage fees -PCHI requires a very reasonable client usage fee for the access
to the model and learning materials.Annual;1,000 active clients$500;2,500 active clients-$1,250,5,000-active clients;Ask
PCHI Client Usage Fees about other die
ranges. $1,260 51,250
Medication Reconciliation-Annual;Five-Year term;Now reconcile Medication Assessment and Medication Management
Pathways with your approved Medication Reviewers quickly,Integrated with the CHR platform,a care coordinator may
complete the medication assessment with their client and immediately send the authorized reviewer(s)a secure notification
and secure access to the client's medication assessment.Upon completion by the reviewer of the reconciliation,the care
coordinator is notified and the reconciled assessment is stored securely in the client record's Documents,available to the care
License team.Faster than fairing.Secure.Better collaboration with providers and pharmacists.More pathways completed successfully. $6,000 $6,000
Interpersonal dynamira of training eams of community health workers in the CHR platform features and best practices for
effective supervision,care assurance quality improvement,Information gathering and sustainability. Choice ofvirtual or in-
person training for all software users In the HUB.Supervisors and Community Health Workers must attend entire training
session.5 days of 2 90-minute virtual sessions,3 days of in-person training with access to on-line lessons in Learning
Management System(tMS)for 1 year as well as community HUB specific guides,workbooks,videos,workflow processes and
best practices.Course will include Pathways Community HUB model training that focuses on HUB's initiatives.Practice in the
Community Health Record(CHR)with real-life case study examples.Separate Supervisor training provided for free to those
attending Activation Training.Supervisor break-our training Includes managing coordinators,best practices for signing
documents and monitoring caseloads via reporting tool.Additional support week after training will include 1 hour open office-
Software Activation hour sessions for coordinators,supervisors and HUB staff to ask for refreshers,guidance and/or problem salve current cases. $120,000
Training Activation training to be held no carper than 2 weeks before live launch Into the field.Pricy:$2,500 per attendee -4
Cohorts@$30,0DOpercohort.Flexible as to training dates overcontract term.
Team of CCS data experts-coach HUB staff on all reporting features.Real-time reporting utilized for benchmarks,challenges
and overall program performance.Create customized reports and dashboards to meet all funder requirements.Specialized
reporting views and drill-down dashboards for Individuals,agencies,partners and boards.41-hour sessions past launch of HUB.
1st session will be free with purchase of reporting bundle and must take place before Activation Training and should be done in
Reporting Training for tangent with TA support when creating policies and procedures.Price for 3 sessions-$1,500,Additional sessions-
Staff $509/hour $lsoo
leamtaoeatesustalnablllty through invoicing training.CCS will train HUB staff with role designation including invoicing
ccess;best practices in policy&procedures,agency Wiling cycles and reporting.Create braided funding waterfall to
corporate all fundemand ensure community based coordination work is sustainable.Access to gulden and videos with
ongoing free support for first 6 months. Training Pdce:$1,500,additional support 1haur:$500
Invoicing Training for Staff $1,500
Sub-Total $122,750 $192,000
Total $314,750 $132,750
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