HomeMy WebLinkAboutAgreement A-17-039-1 with Netsmart Technologies Inc..pdf Agreement No. 17-039-1
1 AMENDMENT I TO AGREEMENT
2 THIS AMENDMENT TO AGREEMENT, hereinafter referred to as Amendment I, is made and
3 entered into this 19th day of November, 2019, by and between COUNTY OF FRESNO, a Political
4 Subdivision of the State of California, Fresno, California (hereinafter "COUNTY"), and Netsmart
5 Technologies, Inc., a Delaware Corporation, whose address is 4950 College Boulevard, Overland
6 Park, Kansas 66212 (hereinafter"CONTRACTOR").
7 WHEREAS, the parties entered into that certain Agreement, identified as County Agreement
8 No. 17-039, dated February 7th, 2017 (hereinafter "Agreement'), pursuant to which CONTRACTOR
9 agreed to provide an electronic medical records system including the hosting of hardware, software
10 and database environment to COUNTY;
11 WHEREAS, CONTRACTOR can also provide subscription, software maintenance, and
12 technical support;
13 WHEREAS, COUNTY and CONTRACTOR desire to amend the Agreement regarding changes
14 as stated below and restate the Agreement in its entirety.
15 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which
16 is hereby acknowledged, COUNTY and CONTRACTOR agree as follows:
17 1. That, upon execution, all references in existing COUNTY Agreement No. 17-039 to
18 "Schedule A," shall be changed to read "Revised Schedule A-1," attached hereto and incorporated
19 herein by reference.
20 2. That the existing COUNTY Agreement No. 17-039, beginning on Page Seven (7), Line
21 Seventeen (17) with the word "The" and ending on Page Eight (8), Line One (1) with the word
22 "Agreement' be deleted and the following inserted in its place:
23 "The maximum amount under this Agreement for the third period (July 1, 2019
24 through June 30, 2020) shall not exceed Two Million One Hundred Seventeen Thousand Nine
25 Hundred One and No/100 Dollars ($2,117,901.00).
26 The maximum amount under this Agreement for the fourth period (July 1, 2020
27 through June 30, 2021) shall not exceed Two Million Three Hundred Twelve Thousand Three
28 Hundred Ninety-One and No/100 Dollars ($2,312,391.00).
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1 The maximum amount under this Agreement for the fifth period (July 1, 2021
2 through June 30, 2022) shall not exceed Two Million Six Hundred Twelve Thousand Seven
3 Hundred Eighty-Eight and No/100 Dollars ($2,612,788.00).
4 In no event shall the maximum contract amount for the services provided by the
5 CONTRACTOR to COUNTY under the terms and conditions of this Agreement be in excess of Ten
6 Million Three Hundred Sixty Thousand Four Hundred Eighty-Five and No/100 Dollars
7 ($10,360,485.00)".
8 3. That, upon execution, all references in existing COUNTY Agreement No. 17-039 to
9 "Schedule B," shall be changed to read "Revised Schedule B-1, et seq.," attached hereto and
10 incorporated herein by reference.
11 4. COUNTY and CONTRACTOR agree that this Amendment I is sufficient to amend the
12 Agreement No. 17-039 and, that upon execution of this Amendment, the Agreement and this
13 Amendment I together shall be considered the Agreement.
14 The Agreement, as hereby amended, is ratified and continued. All provisions, terms,
15 covenants, conditions and promises contained in the Agreement and not amended herein, shall
16 remain in full force and effect. This Amendment I shall become effective upon execution by all parties.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment I to
2 Agreement No. 17-039 as of the day and year first hereinabove written.
3
4 CONTRACTOR / COUNTY OF FRESNO
5 r�"
6 (Autho(iz ignature) Nathan Magsig, Chairman of the Board
of Supervisors of the County of Fresno
7 Joseph McGovern
Print Name
8
9 Executive Vice President
Title (Chairman of Board, or President,
10 or CEO)
11
12
13 ATTEST:
Bernice E. Seidel
14 Clerk of the Board of Supervisors
County of Fresno, State of California
15
16
BY:
17 Deputy
18 Mailing Address:
4950 College Boulevard
19 Overland Park, KS 66211
20 Phone No. (310) 945-3350
21 Contact: Chief Executive Officer
22
23 FOR ACCOUNTING USE ONLY:
24 Fund/Subclass: 0001/10000
Organization: 56309055
25 Account/Program: 7295/0
26
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Revised Schedule A-1—Charges and Payment Terms for Committed Funds
7/1/17 7/1/18 7/1/19 7/1/20 7/1/21
Thru Thru Thru Thru Thru Annual Maintenance Fee
6/30/18 6/30/19 6/30/20 6/30/21 6/30/22
Qty Period Fees Period Fees Period Fees Period Fees Period Fees Total
Amount Payment Terms
Avatar Named User
Avatar Named User Maintenance
Includes the following Applications:
*CaIPM Maintenance Billable upon the first day of each Fiscal
*Avatar CWS 1260 $271,779 $295,783 $304,656 $313,796 $323,210 $1,509,224
Year
*Avatar E Signature
Avatar Named User Maintenance
Includes the following Applications: Maintenance for 100 Licenses
* CaIPM Maintenance due on April 1, 2020 and upon the first
* Avatar CWS day of each Fiscal Year thereafter
* Avatar E Signature 300 $4,200 $16,800 $50,400 $71,400 Maintenance for 300 licenses
* 100 Licenses in April 2020 due July 1, 2021 and first day of each
* 200 Licenses in July 2021 Fiscal year thereafter
Avatar Named User Additional Licenses
*250 Licenses in July 2017
*210 Licenses in January 2018 460 $312,800 $312,800 Paid in 17/18 FY
*License discount towards purchase in
2016
Avatar Named User Additional Licenses License Delivery upon Execution and
*100 Licenses in April 2020 300 $68,000 $ 136,000 $204,000 $68,000 payment due on April 1, 2020
*200 Licenses in July 2021 License Delivery upon Execution and
*License discount for 2019 $136,000 payment due on July 1, 2021
Plexus Cloud Hosting
iCD 10/DSM V Subscription 1 1260 1 $512,820 1 $559,440 1 $559,440 1 $559,440 1 $559,440 1 $2,750,580 jBilled Monthly
Page 1 of 6
Revised Schedule A-1-Charges and Payment Terms for Committed Funds
Plexus Cloud Hosting-Avatar
Disaster Recovery Named User
*100 Licenses in April 2020 $204,000
*200 Licenses in July 2021 300 $12,000 $48,000 $144,000 Billed Monthly starting April 1, 2020
Plexus Cloud Hosting- Perceptive-
Disaster Recovery- Named User 1260 $64,576 $70,441 $70,441 $70,441 $70,441 $346,340 gilled Monthly
Plexus Cloud Hosting- Perceptive-
Disaster Recovery- Named User
*100 Licenses in April 2020 $24,276
*200 Licenses in June 2021 300 $1,428 $5,712 $17,136 Billed Monthly starting April 1, 2020
Plexus Cloud Hosting-Avatar-Scriptlink $15,000 $15,000 $15,000 $15,000 $15,000 $75,000 Billed Monthly
Escrow
Billable upon the first day of each Fiscal
Escrow $3,167 $3,262 $3,360 $3,461 $3,564 $16,814 Year
ICD 10/DSM V Subscription
Billable upon the first day of each Fiscal
Diagnosis Content on Demand $8,769.12 $8,769.12 $8,769.12 $8,769.12 $8,769.12 $43,846 Year
Diagnosis Content on Demand
Billable upon the first day of each fiscal
*Additional 140 Named Users with $3,775 $3,775 $3,775 $3,775 $3,775 $18,875
DSM5 Access year
Diagnosis Content on Demand
Billable upon the first day of each fiscal
*Additional 60 Named Users with $2,150 $2,150 $2,150 $6,450
DSM5 Access year
OrderConnect Subscriptions
Billable upon the first day of each Fiscal
OrderConnect Base Fee $1,500 $1,500 $1,500 $1,500 $1,500 $7,500 Year
Billable upon the first day of each Fiscal
OrderConnect Inventory Management $3,000 $3,000 $3,000 $3,000 $3,000 $15,000 Year
OrderConnect Non-Prescribing 740 Billable upon the first day of each Fiscal
User Subscription 33 $5,148 $5,148 $5,148 $5,148 $5,148 $25, Year
Payment due upon delivery and
Billable upon the first day of each Fiscal
OrderConnect Non-Prescribing $44,512 Year thereafter
User Subscription 107 $11,128 $16,692 $16,692 *Year 1 Pro-rated
Page 2 of 6
Revised Schedule A-1-Charges and Payment Terms for Committed Funds
OrderConnect-Full Suite - Billable upon the first day of each Fiscal
Prescriber Subscription 120 $149,760 $149,760 $149,760 $149,760 $149,760 $748,800 Year
ePrescribing Controlled Substances
Tokens
OrderConnect- EPCS Subscription 120 $11,520 $11,520 $11,520 $11,520 $11,520 $57,600 Billable upon the first day of each fiscal
year
OrderConnect- EPCS Per Prescriber
120 $9,000 $9,000 Billable July 1, 2017
Setup (Hard &Soft)
Professional Services- EPCS
$1,125 $1,125 Billed as Incurred
Training/Implementation
EPCS Shipping and Handling $20 $20 Billed as Incurred
myHealthPointe Client Portal A
myHealthPointe Portal -
Level V Subscription 1000 Named Users
- FY 2017 increase up to 1500 Named $350,000
Users $70,000 $70,000 $70,000 $70,000 $70,000 Billed Monthly
$45,000
Billable upon the first day of each Fiscal
myHealthPointe Kiosk Subscription $9,000 $9,000 $9,000 $9,000 $9,000 Year
$30,000
Billable upon the first day of each Fiscal
myHealthPointe Kiosk Screenings-Add-on $6,000 $6,000 $6,000 $6,000 $6,000 Year
Perceptive
$9,500
Billable upon the first day of each Fiscal
Avatar POS Scanning Maintenance $1,900 $1,900 $1,900 $1,900 $1,900 Year
Document Capture Upgrade-
Perceptive
Batch Scanning/Document Capture
$10,000 $10,000 Billable July 1, 2017
License
Professional Services- Document SO%due upon initiation of project
Capture Upgrade $12,000 $12,000 implementation and 50% upon project
completion
Maintenance for Batch Scanning $2,000 $2,000 $2,000 $2,000 $2,000 $10,000 Billable upon the first day of each fiscal
year
Professional Services
Professional Services Bucket- Billed as Billed as Incurred at the NTE hourly
Incurred $25,000 $25,000 $25,000 $25,000 $25,000 $125,000 rate of$200
Page 3 of 6
Revised Schedule A-1-Charges and Payment Terms for Committed Funds
CareConnect Interoperability Solutions A
CareConnect Monthly Subscription
(1000 Users)
FY 2017 increase up to 1500 Named $160,500
Billable upon the first day of each Fiscal
Users $32,100 $32,100 $32,100 $32,100 $32,100 Year
CareConnect Monthly Referral
FY 2017 increase up to 1500 Named $24,000 Billable upon the first day of each Fiscal
Users $4,800 $4,800 $4,800 $4,800 $4,800 Year
CareConnect Lab Results
FY 2017 increase up to 1500 Named $48,000 Billable upon the first day of each Fiscal
Users $9,600 $9,600 $9,600 $9,600 $9,600 Year
CareConnect Lab Orders
FY 2017 increase up to 1500 Named $48,000 Billable upon the first day of each Fiscal
Users $9,600 $9,600 $9,600 $9,600 $9,600 Year
Reaching Recovery A
$275,000
Billable upon the first day of each Fiscal
Reaching Recovery Subscription $25,000 $25,000 $75,000 $75,000 $75,000 Year
SAIS A
Billable upon the first day of each Fiscal
SAIS Annual Fee $56,600 $58,298.00 $60,046.94 $61,848.35 $63,703.80 $300,497 Year
Avatar Web Services A
Avatar Web Services Suite - License $20,000 $20,000 Billable July 1, 2017
Avatar Web Services Maintenance $4,200 $4,200 $4,200 $4,200 $4,200 $21,000 Billable upon the first day of each fiscal
year
Avatar Web Services Professional 50%due upon initiation of project
Service Fees $7,200 $7,200 implementation and 50% upon project
*Implementation/Training completion
Avatar Provider Connect A
Provider Connect Individual Billable upon the first day of each fiscal
65 $32,175 $32,175 $32,175 $32,175 $32,175 $160,875
Subscription year
Provider Connect Professional Service 50%due upon initiation of project
Fees $23,800 $23,800 implementation and 50% upon project
completion
Page 4 of 6
Revised Schedule A-1-Charges and Payment Terms for Committed Funds
Avatar MSO A
MSO License $10,000 $10,000 Billable July 1, 2017
MSO Maintenance $2,100 $2,100 $2,100 $2,100 $2,100 $10,500 Billable upon the first day of each fiscal
year
MSO Professional Service Fees
*Implementation 50%due upon initiation of project
*Upgrade $77,400 $77,400 implementation and 50% upon project
completion
*Re-Load
CareConnect Inbox A
CareConnect Inbox Named User Billable upon the first day of each fiscal
800 $32,000 $32,000 $32,000 $32,000 $32,000 $160,000
Direct Message Mailbox year
CareConnect Inbox Named User
Direct Message Mailbox Billable upon delivery on April 1, 2020
Dire Licenses in April x $1,500 $6,000 $18,000 $25,500 and the first day of each fiscal year
*200 Licenses in July 2021 thereafter
Professional Services- CareConnect 50%due upon initiation of project
Inbox Implementation $10,000 $10,000 implementation and 50% upon project
completion
Telehealth A
Telehealth Subscription -Annual Due Upon Go Live and Billable upon the
Subscription up to 30 Users $48,600 $48,600 $48,600 $145,800 first day of each Fiscal Year thereafter
100 Series Telehealth Tablet Due Upon Go Live and Billable upon the
Maintenance $7,500 $7,500 $7,500 $22,500
first day of each Fiscal Year thereafter
Professional Services-TeleHealth 50%due upon initiation of project
Implementation and Device Setup $41,000 $41,000 implementation and 50% upon project
completion
100 Series Telehealth Table (base
15 $36,750 $36,750 Due on Contract Execution
Mount)
TeleHealth Shipping- 15 Devices $750 $750 Due on Contract Execution
myStrength A
myStrength Subscription $12,004 $12,004 $12,004 $36,012 Due Upon Go Live and Billable upon the
first day of each Fiscal Year thereafter
Page 5 of 6
Revised Schedule A-1—Charges and Payment Terms for Committed Funds
50%due upon initiation of project
myStrength CareRecord Integration $8,000 $8,000 implementation and 50% upon project
completion
Professional Services- myStrength 50%due upon initiation of project
Implementation $5,000 $5,000 implementation and 50% upon project
completion
Application Managed Services
Billed Monthly and due on Contract
Execution
*1 Year term with option to renew for
Application Managed Services years 2 and 3, 90 day notice to cancel
Subscription CareRecord Support- 100 $216,000 $216,000 $216,000 $648,000 *County has option to modify amount
Hours a month of hours needed per month after 1 year
term if continue service- notice
needed 90 days in advance of 2nd year
term to decrease/increase hours
Reserved Services
Reserved Services: Professional
Services, Consulting or Additional
Billed as Incurred or according to Term
Licensing& Optional Services needed $130,000 $410,000 $410,000 $950,000
outlined in SOW/Quote
during the course of Agreement on an
"as-needed" and "as-approved" basis
Total j $1,866,234 j $1,451,171 j $2,117,901 j $2,312,391 j $2,612,788 j $10,360,485
A After the Initial Term, the Subscription Products and Services will continue to be available to Licensee for additional terms of twelve (12) months, commencing on each
subsequent Anniversary Date, unless either party gives the other written notice not less than (90) days prior to an Anniversary Date that it is terminating its use of the
Subscription Products and Services.
Page 6 of 6
Revised Schedule B-1
1. myStrength
2. Telehealth
3. One-Team Managed Services
SCOPE OF WORK ("SOW")
Netsmart Technologies, Inc. and County of Fresno
1. Purpose
The purpose for this statement of work is to outline the requirements and deliverables
for the implementation and project management of the Client's implementation. The
scope is based on the latest generally available software releases, project timelines,
and the use myStrength software. The details of the scope of services are included
below.
2. Protect Duration
The following project start and end dates are estimates, and are subject to adjustment
based upon the Effective Date of the Agreement and both parties overall cooperation
of such Implementation. Netsmart requires a minimum of sixty(60) days following the
Effective Date of this Agreement to accommodate pre-project activities such as
planning, staffing and technology activities. The detailed project plan will define the
scope and estimated timing of Netsmart's work. Once the project plan is finalized,
extended delays and changes in scope may result in changes to scheduling and
services. Charges for additional services will be billed at Netsmart's then current rates
for such service.
3. Scope of Services
Scope of Services
myStrength is a web-based behavioral health and overall wellness solution
consisting of software, content, and interactive services. Client will have web-based
and mobile applications. Netsmart to provide the following activities to support
implementation requirements as set forth in this SOW.
Provider
• Access to the myStrength program for personal
self-care
• Access to ProviderConnect, a robust set of online
tools designed for clinicians/therapist
• On-site and/or web-based training in the program
Features • Online referral forms to send myStrength sign up
Consumer
• Access to both internet and mobile programs
• Welcome and orientation communications
• Weekly inspirations
• Program availability 24/7
• Track every user login
Scope of Professional
• Mood and Activity Tracking by date, time, and
type
Services
• Questionnaire and Response
myStrength Responsibilities
• Develop training plan
• Deliver training and post training survey
Training Client Responsibilities
• Distribute training materials
• Conduct end user training
Netsmart Responsibilities
• None
Testing will be executed at Client's site and will be
led by the Client project management team with
assistance from the Netsmart project team
(remotely).
Testing
Objectives
• Complete testing according to plan
• Confirm Go-Live preparedness
• Ensure all critical path issues have an action plan
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Client responsibilities
• Lead and direct integration testing activities
• Manage Issues List
• Conduct application integrated testing
• Conduct operational testing
• Document test results
• Update issues list with any unresolved test
findings.
• Complete integration testing within 4 weeks after
training has been delivered.
Netsmart responsibilities
• Troubleshoot identified issues and resolve go-live
dependent issues
Go-Live is the event when the solutions are ready for
use by the end-user population.
Objectives
• Begin functional use of myStrength
• Transition support from Netsmart project team to
the Client
Go-Live Client responsibilities
• Complete go-live plan
• Execute go-live plan
• Document go-live issues
Netsmart responsibilities
• Support go-live
• Documentgo-live issues
4. Assumptions
• Each client environment must be updated to the most recent maintenance releases
prior to the beginning of the engagement.
• Netsmart and the client will devote sufficient resources and timely communication
to the project to assure its success.
• the client will own all testing and validation during the implementation process.
• Individuals scheduled to attend training will attend.
• All work by Netsmart will be conducted remotely unless otherwise noted or agreed
upon by both parties.
'�`Netsmart Page 3
SCOPE OF WORK ("SOW")
Netsmart Technologies, Inc. and Fresno County
1. Purpose
The purpose for this statement of work is to outline the requirements and deliverables
for the implementation and project management of the Client's implementation. The
scope is based on the latest generally available software releases, project timelines,
and the use of American Well hardware. The details of the scope of services are
included below.
2. Protect Duration
The following project start and end dates are estimates, and are subject to adjustment
based upon the Effective Date of the Agreement and both parties overall cooperation
of such Implementation. Netsmart requires a minimum of sixty(60) days following the
Effective Date of this Agreement to accommodate pre-project activities such as
planning, staffing and technology activities. The detailed project plan will define the
scope and estimated timing of Netsmart's work. Once the project plan is finalized,
extended delays and changes in scope may result in changes to scheduling and
services. Charges for additional services will be billed at Netsmart's then current rates
for such service.
3. Scope of Services
Telehealth —Scope of Services
Telehealth - Offering the ability to schedule virtual appointments with clients with
hosted video-based sessions.
Provider
• Provider will use the integrated solution for
scheduled visits or a web-based URL.
• Provider can use the Telehealth application
provided by American Well
Consumer
Features • Consumer will use a web-based URL.
• Consumer can use the myHealthPointe mobile
application
• On-demand visits offered through innovative
telehealth tablet solution. Tablet will be placed in
field-based locations and will have the
opportunity to select a provider based on their
availability.
Netsmart has partnered with American Well for
hardware delivery. American Well is responsible for
the following
- 100 series configuration and support
Partnership - 200 series configuration and support
- 300 series configuration and support
American Well provides level 1, 2, and 3 support for
all hardware issues
Practice Creation
Netsmart will support client with the creation and
branding of Services (a.k.a. "Provider Type"), which
can represent various lines of service (e.g.,
behavioral health, mental health assessments,
medication assisted therapy, etc.); or branded
Scope of Professional services for select employee populations.
Services
Telehealth Setup and Configuration
Netsmart will collaborate with American Well to setup
and configure the Telehealth hardware and complete
the installation and setup activities required to use
the Telehealth hardware with the Platform.
Installation and setup activities include
. • .
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Supplemental hardware consists of requested
equipment above and beyond what is covered in the
initial Telehealth hardware purchase.
Telehealth Deployment Support
Netsmart to configure the Telehealth hardware to
support the client's distinct service offerings.
The Telehealth Training provided by Netsmart
follows the Train-the-Trainer model. This is an in-
depth training session, which includes:
• One Admin Staff Training
o Telehealth user setup
o Telehealth Maintenance
• One End User Training
o Step by step training for the tablet
o Assistance with enrollment and profile
creation
Training Telehealth training sessions will reflect the workflows
developed jointly between the client and Netsmart
during the Workflow Discovery and Business
Process Design sessions.
Client will provide the required technical resources to
support the training session (including devices for
participants (iPads, laptop or desktop computers),
internet access, and connection to a
projector/monitor for facilitation). Netsmart
recommends that there be no more than 12 providers
attending each session.
Testing will be executed at Client's site and will be
led by the Client project management team with
assistance from the Netsmart project team
(remotely).
Objectives
Testing • Complete testing according to plan
• Confirm Go-Live preparedness
• Ensure all critical path issues have an action plan
Client responsibilities
• Lead and direct integration testing activities
• Manage Issues List
• Conduct application integrated testing
'�Netsmart Page 3
• Conduct operational testing
• Document test results
• Update issues list with any unresolved test
findings.
• Complete integration testing within 4 weeks after
training has been delivered.
Netsmart responsibilities
• Troubleshoot identified issues and resolve go-live
dependent issues
Go-Live is the event when the solutions are ready for
use by the end-user population.
Objectives
• Begin functional use of Telehealth
• Transition support from Netsmart project team to
the Client
Go-Live Client responsibilities
• Complete go-live plan
• Execute go-live plan
• Document go-live issues
Netsmart responsibilities
• Support go-live
• Document go-live issues
American Well will provide a third party application
Reporting called "Looker" to do reporting on Telehealth
sessions. 2 accounts will be provided at no
additional cost.
4. Assumptions
• Each client environment must be updated to the most recent maintenance releases
prior to the beginning of the engagement.
• Netsmart and the client will devote sufficient resources and timely communication
to the project to assure its success.
• the client will own all testing and validation during the implementation process.
• Individuals scheduled to attend training will attend.
• All work by Netsmart will be conducted remotely unless otherwise noted or agreed
upon by both parties.
• Client has purchased the appropriate subscriptions and services for Telehealth
• For self-hosted Clients of myAvatar, a CSP Gateway will need to be configured
and network information will need to be provided by Client and network information
will need to be provided by Client
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Professional Services - Responsibility Matrix
Client Netsmart Optional
Services
Project Management Primary Primary
Attend Calls as Needed Primary Primary
Deliver Appropriate Documentation Primary
Update Environment to Current Primary
Maintenance Release Client Hosted
Training on Functionality:
Telehealth Super User Training Primary
Testing Primary
End-User Training Primary Optional
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SIMPLE,PERSONAL.POWERFUL.
ONETEAM-MANAGED SERVICES ADDENDUM FOR myAvatar
Netsmart shall provide the OneTeam Managed Services("OneTeam Services)to Fresno County("Client")in
accordance with the terms and conditions set forth within the parties' Support Agreement,dated December 1,2019
(the"Support Agreement"),incorporated herein by reference,and the terms of this OneTeam Addendum("OneTeam
Addendum")as of December 1,2019 (the"Addendum Effective Date"). In the event any terms conflict with the
Support Agreement,the terms of this OneTeam Addendum shall control. Client must be receiving support services
under a Support Agreement with Netsmart in order to receive OneTeam Services.
1. APPLICATIONS ELIGIBLE TO RECEIVE ONETEAM SERVICES
The Netsmart Programs("Applications")eligible to receive OneTeam Services are as outlined below:
myAvatar
2. SCOPE OF WORK FOR ONETEAM SERVICES
The Scope of Work for the OneTeam Services to be provided under this OneTeam Addendum is attached hereto
as Exhibit A("SOW").
3. TERM AND TERMINATION
Term. The initial term for provision of OneTeam Services will commence sixty(60)days from the Addendum
Effective Date and continue for 36 months thereafter(the"Initial Term"). In the event Client wants to
terminate this Addendum twelve(12)months from the Addendum Effective Date,Client must notify Netsmart
not less than ninety(90)days prior to the twelve month anniversary. Otherwise,after the Initial Term,
OneTeam Services will automatically renew for additional one(1)year periods(the"Renewal Term"),
(together with the Initial Term collectively referred to as the"Term")unless either party gives the other party
written notice of termination not less than ninety(90)days prior to the end of the Initial Term(or current
Renewal Term). In addition,Client will be given the opportunity to adjust the number of hours per month to
be used during the Renewal Term. If elected,Client must notify Netsmart not less than ninety(90)days prior
to the end of the Initial Term.
Termination Due to Default. If either party is in default of any of its material obligations hereunder and has not
commenced cure within ten(10)days and effected cure within thirty(30)days of receipt of written notice of
default from the other party(the"non-defaulting party")then the non-defaulting party may terminate this
OneTeam Addendum on written notice to the defaulting party. Notwithstanding the foregoing,Netsmart may
terminate this OneTeam Addendum immediately in the event Client fails to maintain an active agreement for
support services with Netsmart.
Survival. Notwithstanding the termination of this OneTeam Addendum for any reason,the terms and conditions
set forth in the following Sections of this OneTeam Addendum will survive and will be binding on the
representatives,successors,heirs and assignees of the parties:
Section 7 "Limitation of Warranty"
Section 8 "Limitation of Liability"
4. CHARGES
Charges. Client shall pay the Charges for OneTeam Services in the amounts set forth on the Expenditure Page
attached hereto. Unless otherwise stated on the Expenditure Page,Charges for Renewal Terms will be the
prior year's Charges plus an increase of 3%each year.
Due Date and Late Payments. With the exception of the initial invoice which is due upon the mutual execution of
this OneTeam Addendum,any subsequent invoices are payable net thirty(30)days after invoice date unless
otherwise stated on the Expenditure Page. Thereafter,any outstanding balance will bear simple interest at the
lower of 18%per annum or the highest interest rate permitted by law. Failure to make timely payment is
considered a material default of this OneTeam Addendum. Delinquent accounts will be subject to Netsmart's
Delinquent Account Escalation Policy set forth at htip://www.ntst.com/ARpolicy.
Scope of Use and Additional Services. OneTeam Services will be provided for the number of end users as
provided in the SOW or Expenditure Page. Any increase in the scope of use or additional OneTeam Services
NTST OneTeam Managed Services Addendum Pagel of 5
September 2019 v1
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SIMPLE,PERSONAL.POWERFUL.
will be at Netsmart's then-current rates payable to Netsmart pursuant to the terms of this OneTeam Addendum
by way of signing of Netsmart quote or amendment.
Travel Expenses. Any travel requested of Netsmart is not included in the Charges and will be billed as incurred in
accordance with the Expenditure Page attached hereto.
5. NETSMART SUPPORT EXCLUSIONS
The following item(s) will not be supported by Netsmart unless otherwise noted in a SOW. Requests to update
these items will be billable to Client if Client is no longer under a OneTeam Service contract:
- Custom routing
6. WARRANTY
OneTeam Services will be performed in a professional and workmanlike manner by personnel with the appropriate
skills,competence,and experience required to perform and undertake the services described herein.
LIMITATION OF WARRANTY.
EXCEPT AS EXPRESSLY PROVIDED IN THIS ONETEAM ADDENDUM, THERE ARE NO OTHER
WARRANTIES AND CONDITIONS EXPRESS OR IMPLIED, IN RELATION TO ONETEAM SERVICES,
INCLUDING,BUT NOT LIMITED TO,THOSE CONCERNING MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE OR ARISING BY TRADE USAGE OR COURSE OF DEALING. CLIENT'S
EXCLUSIVE REMEDY IN THE EVENT OF A FAILURE TO PROVIDE ONETEAM SERVICES AS
REQUIRED IN THIS ONETEAM ADDENDUM AND NETSMART'S SOLE OBLIGATION IS TO RE-
PERFORM THE APPLICABLE ONETEAM SERVICE(S).
7. LIMITATION OF LIABILITY
LIMITATION ON SPECIFIED DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
OTHER FOR ANY INDIRECT, SPECIAL,INCIDENTAL,CONSEQUENTIAL,PUNITIVE,OR
EXEMPLARY DAMAGES(INCLUDING DAMAGES RELATED TO DELAYS,LOSS OF DATA,
INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR PROFITS OR REVENUE),EVEN IF THE
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF
WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL EITHER
PARTY BE LIABLE FOR ANY THIRD PARTY CLAIM.
LIMITATION ON CUMULATIVE LIABILITY. THE CUMULATIVE LIABILITY OF NETSMART TO
CLIENT FOR ANY ACTUAL OR ALLEGED DAMAGES ARISING OUT OF,BASED ON OR
RELATING TO ONETEAM SERVICES,WHETHER BASED UPON BREACH OF CONTRACT,TORT
(INCLUDING NEGLIGENCE),WARRANTY OR ANY OTHER LEGAL THEORY,WILL NOT EXCEED
THE AMOUNT OF THE TOTAL CHARGES PAID BY CLIENT FOR APPLICABLE ONETEAM
SERVICE(S)DURING THE TWELVE(12)MONTH PERIOD PRECEDING THE EVENT GIVING RISE
TO SUCH ACTION.
IN WITNESS WHEREOF,the parties have executed this OneTeam Addendum as of the date first above written.
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OneTeam Services Expenditures Page
RECURRING CHARGES:
OneTeam Services Qty Charges per month Payment Terms
100 $18,000
Application Management Services(AMS) hours per Bill monthly
month
TRAVEL AND LIVING AND TRAVEL TIME EXPENSES(where applicable) Billed as incurred
Travel time will be billed at a rate of$150 per hour.
Billed monthly as incurred at the most economical rates.
Travel and Living Expenses are as follows:
Meals: Netsmart's current daily per diem rate is$65.00.Airline:Coach Class on Major Airlines including any
additional fees applied by the airline. Vehicle:Vehicle usage will be reimbursed at the current IRS allowance.
Rental Car:Mid-Size vehicle at local rates plus fuel,tolls,parking
Hotel: At local rates
Exhibit A—Scope of Work
Scope of Work—Application Managed Services(AMS)
Purpose
The purpose of this SOW is to outline the deliverables for the Application Management portion of the above
agreement including what is included in the scope,who is responsible for specific deliverables,and definitions for the
deliverables.
Points of contact
Netsmart will provide a central point of contact who will be responsible for review of services requested as well as the
priority/timing for when those services can be completed based on budgeted hours.
Client will appoint a central point of contact who will be responsible for coordinating and validating all requests and
priorities in coordination with the Netsmart central point of contact.
Scope Exclusions
The following items are specifically excluded from the scope of work under the Addendum:
■ Project work or implementation services of other Netsmart products that integrate with,but are
separate from,the Application.Also includes project work that significantly changes the existing
setups of the Client's Application.
■ Application release upgrade services for self-hosted clients
■ New location rollouts for multi-agency environments
■ Training of general Application concepts and use
■ State reporting implementation
■ 3rd party applications
■ Changes to Application source code for which engineering is required
■ Webservices/Scriptlink
■ Technical infrastructure and corresponding infrastructure services
IN SQL Server Database Management/Optimization
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Custom routing developed by Netsmart for the Application will not be supported by Netsmart.Requests to update
custom routing will be billable to the Client if the Client is no longer under OneTeam Services contract.
Responsibilities Matrix
Netsmart and Client will perform their respective obligations as set forth below.
Application Issue Response Netsmart Client
Perform Help Desk Functions X
Document Initial Cases X
Provide troubleshooting expertise,incident, and problem X
resolution related to the Application
Recommend short-term and long-term alternative X
resolutions to incidents and problems
Follow Netsmart policies for handling patient data X
Provide Client with monthly service reports X
Resolve Network and Hardware Related Issues X
As Needed Coordinate Work with Netsmart Technical X
Support
Document Resolution X X
Maintenance of Managed Software Netsmart Client
Request Application Changes X
Participation in Change Control Process X X
Perform Application Change in Non-Production Domain X
Test Application Changes in Non-Production X X
Perform Application Change in Production X
Validate Application Changes in Production X
Communicate Changes to Client X
Provide Client with monthly service reports X
Communicate Changes to End Users X
Report Development Netsmart Client
Request Reports and Document Desired End Goal X
Create Reports X
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Troubleshoot issues with existing reports X
Modify existing Reports X
Test Reports X X
Communicate Report to End Users X
AMS is beiniz provided within a block of hours:
Netsmart will address changes to the Application,which includes development of new or changes to existing forms,
reports,finance,and general discussions regarding Application maintenance and use.Request for maintenance
changes will be vetted by existing governance structures at the Client site.
• Total work per month will be limited to 100 hours.
• Unused hours cannot be rolled into the next month,unless agreed upon by the parties.
• AMS will be provided for one(1)production domain and one(1)non-production domain that Client utilizes
for the Applications.
Method of Delivery
AMS services will be delivered through remote connectivity to Client's systems.
Additional Hours
If additional hours are needed,these can be purchased at an hourly rate of$180. Client and Netsmart will work
together to determine the additional hours needed and a separate quote must be created and signed before the hours can
be worked by Netsmart.
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