HomeMy WebLinkAboutAgreement A-22-580 Amendment I to Agt. No. 18-494.pdf Agreement No. 22-580
1 AMENDMENT NO. 1 TO AGREEMENT NO. 18-494
2 This Amendment No. 1 to Agreement No. 18-494 ("Amendment No. 1") is dated
3 December 13, 2022 and is between Health Monitoring Systems, Inc., a Pennsylvania
4 corporation (HMS) ("Contractor"), and the County of Fresno, a political subdivision of the State
5 of California ("County").
6 Recitals
7 A. On August 21, 2018, the County and the Contractor entered into Agreement No. 18-494
8 (Agreement), for access to Contractor's Epicenter bio-syndromic surveillance system which
9 collects, manages, and analyzes emergency room and other data from local hospitals and other
10 healthcare providers, standardized, annotates, and processes data from these sources, and
11 which allows County access to this data in real time health for review and further analysis.
12 B. The County's ability to receive and analyze this data enhances its ability to identify and
13 respond to potentially significant public health threats, and this ability is further enhanced if more
14 providers connect to Contractor's bio-syndromic surveillance system as this makes more data
15 available.
16 C. Agreement No. 18-494 allows for County to authorize and pay associated connection
17 fees for additional providers, defined in the agreement as "Customer Users", to access and
18 contribute data to Contractor's bio-syndromic surveillance system, however, Exhibit B, the fee
19 schedule, did not identify the connection and other relevant fees associated with adding
20 Ambulatory Facilities.
21 D. Two Ambulatory Facilities have recently expressed interest in connecting to Contractor's
22 bio-syndromic surveillance system provided County will pay the associated connection and
23 other fees to Contractor. As a result, County desires to amend the Agreement to include these
24 fees so that County has a mechanism to pay these fees to Contractor.
25 E. The County and the Contractor now desire to amend the Agreement to include
26 Ambulatory Facilities connection and other associated fees in order to provide a mechanism to
27 pay these fees to Contractor, facilitating additional facilities connections to the bio-syndromic
28 surveillance system.
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1 The parties therefore agree as follows:
2 1. In Section 5, COMPENSATION, Page 4, Lines 5 through 7, the sentence which states
3 "Total compensation amount not to exceed Forty Six Thousand One Hundred Twenty Five and
4 No/100 Dollars ($46,125) during a given year" is deleted in its entirety and replaced with the
5 following:
6 "Total compensation amount not to exceed Fifty Six Thousand One Hundred
7 Twenty Five and No/100 Dollars ($56,125) during a given year"
8 2. Exhibit B of the agreement is deleted in its entirety and replaced with Revised Exhibit B,
9 which is attached to this amendment.
10 3. When both parties have signed this Amendment No. 1, the Agreement and this
11 Amendment No. 1 together constitute the Agreement.
12 4. The Contractor represents and warrants to the County that:
13 a. The Contractor is duly authorized and empowered to sign and perform its obligations
14 under this Amendment.
15 b. The individual signing this Amendment on behalf of the Contractor is duly authorized
16 to do so and his or her signature on this Amendment legally binds the Contractor to
17 the terms of this Amendment.
18 5. The parties agree that this Amendment may be executed by electronic signature as
19 provided in this section.
20 a. An "electronic signature" means any symbol or process intended by an individual
21 signing this Amendment to represent their signature, including but not limited to (1) a
22 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
23 electronically scanned and transmitted (for example by PDF document) version of an
24 original handwritten signature.
25 b. Each electronic signature affixed or attached to this Amendment (1) is deemed
26 equivalent to a valid original handwritten signature of the person signing this
27 Amendment for all purposes, including but not limited to evidentiary proof in any
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1 administrative or judicial proceeding, and (2) has the same force and effect as the
2 valid original handwritten signature of that person.
3 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
4 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part
5 2, Title 2.5, beginning with section 1633.1).
6 d. Each party using a digital signature represents that it has undertaken and satisfied
7 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
8 through (5), and agrees that each other party may rely upon that representation.
9 e. This Amendment is not conditioned upon the parties conducting the transactions
10 under it by electronic means and either party may sign this Amendment with an
11 original handwritten signature.
12 6. This Amendment may be signed in counterparts, each of which is an original, and all of
13 which together constitute this Amendment.
14 7. The Agreement as amended by this Amendment No. 1 is ratified and continued. All
15 provisions of the Agreement and not amended by this Amendment No. 1 remain in full force and
16 effect.
17 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Amendment No. 1 on the date stated in the introductory
2 clause.
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Health Monitoring Systems, COUNTY OF FRESNO
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6 K in J. Hutchi n, Pr
i e & C O Brian Pacheco, Chairman of the Board of
7 700 River Ave., Suite
/ Supervisors of the County of Fresno
Pittsburgh, PA 15212 Attest:
8 Bernice E. Seidel
Clerk of the Board of Supervisors
9 County of Fresno, State of California
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By:
11 Deputy
12 For accounting use only:
13 Org No.: 56201621
Account No.: 7295
14 Fund No.: 0001
Subclass No.: 10000
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Revised Exhibit B, Page 1 of 2
Fresno County Year 1 Year 2 Year 3 Year 4 Year 5
Service Fees
Annual EpiCenter Service Fee $ 75,000 $ 75,000 $ 75,000 $ 75,000 $ 75,000
Discount (65,625) (65,625) (65,625) (65,625) (65,625)
Insurance 2,000 2,000 2,000 2,000 2,000
$ 11,375 $ 11,375 $ 11,375 $ 11,375 $ 11,375
Hospital Facility Connections
Participating Data Source Initiation Fee-Amount
per hospital facility to be connected* $ - $ $ - $ $ 5,000
Estimated(max.)new hospitals 1
$ - $ $ - $ - $ 5,000
Annual Participating Data Source Initiation Fee-
Amount per facility to be connected** $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000
Facilities Connected Previous Years 6 6 6 6 6
$ 6,000 $ 6,000 $ 6,000 $ 6,000 $ 6,000
Ambulatory Facility Connections
Amount per network new connection fee:*** $ 3,000
New network:Family HealthCare Network 1
(Additional new network Ambulatory Facilities may be added at the same rates.) $ 3,000
Amount per network annual connection fee: $ -
(Annual connection fee not applicable during first year)
Annual Participating Eligible Professional Fee:
Eligible Professionals(total) 445
$0 per first 25 Eligible Professionals 25
$50 per next 50 Eligible Professionals 50
$25 per next 100 Eligible Professionals 100
$10 per each remaining Eligible Professional 269
$ 7,690
Amount per network to be reconnected fee**** $ 2,500
Existing network:United Health Centers 1
Reconnection fee to be pro-rated based on portion of remaining contract year. $ 2,500
Annual per network annual connection fee: $ -
(Annual connection fee not applicable during first year of reconnection)
Annual Participating Eligible Professional Fee:
Eligible Professionals(total) 91
$0 per first 25 Eligible Professionals 25
$50 per next 50 Eligible Professionals 50
$25 per next 100 Eligible Professionals 16
$10 per each remaining Eligible Professional -
$ 2,900
Other Services To Be Provided"
Optional services $ $ $ $ $ 17,660
$ $ $ $ $ 17,660
Revised Exhibit B, Page 2 of 2
Total Costs $ 17,375 $ 17,375 $ 17,375 $ 17,375 $ 56,125
Other Items To Be Budgeted
Third Party vendor fees(est.) $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,500
Estimated(max.)new hospitals - - - - -
Total Budget $ 17,375 $ 17,375 $ 17,375 $ 17,375 $ 56,125
*Amount per Hospital Facility to be Connected costs are shown as$5,000 each. Is is estimated that no additional new Hospital
Facilities will be connected in Year 5, but cost per new facility is identied in the fee schedule in the event this changes. New
Hospital Facilities could be connected at any time within the contract period.Actual connection costs will be incurred during the
year the new facility is connected. Should any new connections be added,associated costs will be abosorbed by funding available
within the"Other Services to be Provided"section,or through contract amendment approved prior to expenditures being incurred.
** Existing Hospital Facility Maintenance costs are shown as$1,000 per connected facility. Though no additional Hospitali Facilities
are anticipated to be added during Year 5,if new connections are added,the same fee will apply to each additional facility. Should
this occur,associated costs will be absorbed by funding available within the"Other Services to be Provided"section,or through
contract amendment approved prior to expenditures being incurred.
***New Ambulatory Facility connection fee is$3,000 each. Only one facility new facility connection fee is anticipated during Year
5,but an additional new connection fee will apply if additional new facilities are connected. Eligible Professional fees are subject to
change on an annual basis as Eligible Professionals may be added to or subtracted from facilities.
****Ambulatory Facility reconnection fee is$2,500 and will be prorated for portion of the contract year remaining at time of
reconnection. If a full contract year remains following reconnection,the prorated reconnection fee will apply for the remaining
portion of Year 4 and the annual connection fee will apply for Year 5.
***Optional Services were not provided in Years 1 through 4. It is estimated a maximum of$20,160 of Optional Services may be
provided during Year 5.Optional Services will not be provided without prior written authorization from COUNTY.
Note: "Participating Eligible Professionals"are defined as physicians participating in the surveillance system(submitting data).