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HomeMy WebLinkAboutAgreement A-17-039-1 with Netsmart Technologies, Inc..pdfAgreement 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 1 O 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). - 1 - - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 The maximum amount under this Agreement for the fifth period (July 1, 2021 through June 30, 2022) shall not exceed Two Million Six Hundred Twelve Thousand Seven Hundred Eighty-Eight and No/100 Dollars ($2,612,788.00). In no event shall the maximum contract amount for the services provided by the CONTRACTOR to COUNTY under the terms and conditions of this Agreement be in excess of Ten Million Three Hundred Sixty Thousand Four Hundred Eighty-Five and No/100 Dollars ($10,360,485.00)”. 3. That, upon execution, all references in existing COUNTY Agreement No. 17-039 to “Schedule B,” shall be changed to read “Revised Schedule B-1, et seq.,” attached hereto and incorporated herein by reference. 4.COUNTY and CONTRACTOR agree that this Amendment I is sufficient to amend the Agreement No. 17-039 and, that upon execution of this Amendment, the Agreement and this Amendment I together shall be considered the Agreement. The Agreement, as hereby amended, is ratified and continued. All provisions, terms, covenants, conditions and promises contained in the Agreement and not amended herein, shall remain in full force and effect. This Amendment I shall become effective upon execution by all parties. /// /// /// /// /// /// /// /// /// /// /// /// 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 CONTRA;I,OR 5 / ; r;---/ l+---+--+,,,f----------- 6 (Autho~3ignature) 7 Joseph McGovern Print Name 8 Executive Vice President 9 1-1---------------- Title (Chairman of Board, or President, 10 or CEO) 11 12 13 14 15 16 17 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 27 28 COUNTY OF FRESNO -~ Nathan Magsig, 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 By : S iSR>v-o bshof) Deputy - 3 - Revised Schedule A-1 – Charges and Payment Terms for Committed Funds 7/1/17 Thru 6/30/18 7/1/18 Thru 6/30/19 7/1/19 Thru 6/30/20 7/1/20 Thru 6/30/21 7/1/21 Thru 6/30/22 Annual Maintenance Fee 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: *CalPM Maintenance *Avatar CWS *Avatar E Signature 1260 $271,779 $295,783 $304,656 $313,796 $323,210 $1,509,224 Billable upon the first day of each Fiscal Year Avatar Named User Maintenance Includes the following Applications: * CalPM Maintenance * Avatar CWS * Avatar E Signature * 100 Licenses in April 2020 * 200 Licenses in July 2021 300 $4,200 $16,800 $50,400 $71,400 Maintenance for 100 Licenses due on April 1, 2020 and upon the first day of each Fiscal Year thereafter Maintenance for 300 licenses due July 1, 2021 and first day of each Fiscal year thereafter Avatar Named User Additional Licenses *250 Licenses in July 2017 *210 Licenses in January 2018 *License discount towards purchase in 2016 460 $312,800 $312,800 Paid in 17/18 FY Avatar Named User Additional Licenses *100 Licenses in April 2020 *200 Licenses in July 2021 *License discount for 2019 300 $68,000 $ 136,000 $204,000 License Delivery upon Execution and $68,000 payment due on April 1, 2020 License Delivery upon Execution and $136,000 payment due on July 1, 2021 Plexus Cloud Hosting iCD 10/DSM V Subscription 1260 $512,820 $559,440 $559,440 $559,440 $559,440 $2,750,580 Billed 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 *200 Licenses in July 2021 300 $12,000 $48,000 $144,000 $204,000 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 Billed Monthly Plexus Cloud Hosting - Perceptive - Disaster Recovery - Named User *100 Licenses in April 2020 *200 Licenses in June 2021 300 $1,428 $5,712 $17,136 $24,276 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 Escrow $3,167 $3,262 $3,360 $3,461 $3,564 $16,814 Billable upon the first day of each Fiscal Year ICD 10/DSM V Subscription Diagnosis Content on Demand $8,769.12 $8,769.12 $8,769.12 $8,769.12 $8,769.12 $43,846 Billable upon the first day of each Fiscal Year Diagnosis Content on Demand *Additional 140 Named Users with DSM5 Access $3,775 $3,775 $3,775 $3,775 $3,775 $18,875 Billable upon the first day of each fiscal year Diagnosis Content on Demand *Additional 60 Named Users with DSM5 Access $2,150 $2,150 $2,150 $6,450 Billable upon the first day of each fiscal year OrderConnect Subscriptions OrderConnect Base Fee $1,500 $1,500 $1,500 $1,500 $1,500 $7,500 Billable upon the first day of each Fiscal Year OrderConnect Inventory Management $3,000 $3,000 $3,000 $3,000 $3,000 $15,000 Billable upon the first day of each Fiscal Year OrderConnect Non-Prescribing User Subscription 33 $5,148 $5,148 $5,148 $5,148 $5,148 $25,740 Billable upon the first day of each Fiscal Year OrderConnect Non-Prescribing User Subscription 107 $11,128 $16,692 $16,692 $44,512 Payment due upon delivery and Billable upon the first day of each Fiscal Year thereafter *Year 1 Pro-rated Page 2 of 6 Revised Schedule A-1 – Charges and Payment Terms for Committed Funds OrderConnect -Full Suite - Prescriber Subscription 120 $149,760 $149,760 $149,760 $149,760 $149,760 $748,800 Billable upon the first day of each Fiscal 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 Setup (Hard & Soft) 120 $9,000 $9,000 Billable July 1, 2017 Professional Services - EPCS Training/Implementation $1,125 $1,125 Billed as Incurred 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 Users $70,000 $70,000 $70,000 $70,000 $70,000 $350,000 Billed Monthly myHealthPointe Kiosk Subscription $9,000 $9,000 $9,000 $9,000 $9,000 $45,000 Billable upon the first day of each Fiscal Year myHealthPointe Kiosk Screenings - Add-on $6,000 $6,000 $6,000 $6,000 $6,000 $30,000 Billable upon the first day of each Fiscal Year Perceptive Avatar POS Scanning Maintenance $1,900 $1,900 $1,900 $1,900 $1,900 $9,500 Billable upon the first day of each Fiscal Year Document Capture Upgrade - Perceptive Batch Scanning/Document Capture License $10,000 $10,000 Billable July 1, 2017 Professional Services - Document Capture Upgrade $12,000 $12,000 50% due upon initiation of project 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 Incurred $25,000 $25,000 $25,000 $25,000 $25,000 $125,000 Billed as Incurred at the NTE hourly 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 Users $32,100 $32,100 $32,100 $32,100 $32,100 $160,500 Billable upon the first day of each Fiscal Year CareConnect Monthly Referral FY 2017 increase up to 1500 Named Users $4,800 $4,800 $4,800 $4,800 $4,800 $24,000 Billable upon the first day of each Fiscal Year CareConnect Lab Results FY 2017 increase up to 1500 Named Users $9,600 $9,600 $9,600 $9,600 $9,600 $48,000 Billable upon the first day of each Fiscal Year CareConnect Lab Orders FY 2017 increase up to 1500 Named Users $9,600 $9,600 $9,600 $9,600 $9,600 $48,000 Billable upon the first day of each Fiscal Year Reaching Recovery A Reaching Recovery Subscription $25,000 $25,000 $75,000 $75,000 $75,000 $275,000 Billable upon the first day of each Fiscal Year SAIS A SAIS Annual Fee $56,600 $58,298.00 $60,046.94 $61,848.35 $63,703.80 $300,497 Billable upon the first day of each Fiscal 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 Service Fees *Implementation/Training $7,200 $7,200 50% due upon initiation of project implementation and 50% upon project completion Avatar Provider Connect A Provider Connect Individual Subscription 65 $32,175 $32,175 $32,175 $32,175 $32,175 $160,875 Billable upon the first day of each fiscal year Provider Connect Professional Service Fees $23,800 $23,800 50% due upon initiation of project 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 *Upgrade *Re-Load $77,400 $77,400 50% due upon initiation of project implementation and 50% upon project completion CareConnect Inbox A CareConnect Inbox Named User Direct Message Mailbox 800 $32,000 $32,000 $32,000 $32,000 $32,000 $160,000 Billable upon the first day of each fiscal year CareConnect Inbox Named User Direct Message Mailbox *100 Licenses in April 2020 *200 Licenses in July 2021 $1,500 $6,000 $18,000 $25,500 Billable upon delivery on April 1, 2020 and the first day of each fiscal year thereafter Professional Services - CareConnect Inbox Implementation $10,000 $10,000 50% due upon initiation of project implementation and 50% upon project completion Telehealth A Telehealth Subscription - Annual Subscription up to 30 Users $48,600 $48,600 $48,600 $145,800 Due Upon Go Live and Billable upon the first day of each Fiscal Year thereafter 100 Series Telehealth Tablet Maintenance $7,500 $7,500 $7,500 $22,500 Due Upon Go Live and Billable upon the first day of each Fiscal Year thereafter Professional Services - TeleHealth Implementation and Device Setup $41,000 $41,000 50% due upon initiation of project implementation and 50% upon project completion 100 Series Telehealth Table (base Mount)15 $36,750 $36,750 Due on Contract Execution 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 myStrength CareRecord Integration $8,000 $8,000 50% due upon initiation of project implementation and 50% upon project completion Professional Services - myStrength Implementation $5,000 $5,000 50% due upon initiation of project implementation and 50% upon project completion Application Managed Services Application Managed Services Subscription CareRecord Support - 100 Hours a month $216,000 $216,000 $216,000 $648,000 BIlled Monthly and due on Contract Execution *1 Year term with option to renew for years 2 and 3, 90 day notice to cancel *County has option to modify amount 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 Licensing & Optional Services needed during the course of Agreement on an "as-needed" and "as-approved" basis $130,000 $410,000 $410,000 $950,000 Billed as Incurred or according to Term outlined in SOW/Quote Total $1,866,234 $1,451,171 $2,117,901 $2,312,391 $2,612,788 $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. Project 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. Page 2 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. Features 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 • 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 Scope of Professional Services • Track every user login • Mood and Activity Tracking by date, time, and type • Questionnaire and Response Training myStrength Responsibilities • Develop training plan • Deliver training and post training survey Client Responsibilities • Distribute training materials • Conduct end user training Netsmart Responsibilities • None Testing 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 • Complete testing according to plan • Confirm Go-Live preparedness • Ensure all critical path issues have an action plan Page 3 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 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 Client responsibilities • Complete go-live plan • Execute go-live plan • Document go-live issues Netsmart responsibilities • Support go-live • Document go-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. 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. Project 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. Page 2 3. Scope of Services Telehealth – Scope of Services Telehealth - Offering the ability to schedule virtual appointments with clients with hosted video-based sessions. Features 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 • 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. Partnership Netsmart has partnered with American Well for hardware delivery. American Well is responsible for the following - 100 series configuration and support - 200 series configuration and support - 300 series configuration and support American Well provides level 1, 2, and 3 support for all hardware issues Scope of Professional Services 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 services for select employee populations. 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 Page 3 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. Training 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 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 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 • 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 Page 4 • 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 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 Client responsibilities • Complete go-live plan • Execute go-live plan • Document go-live issues Netsmart responsibilities • Support go-live • Document go-live issues Reporting American Well will provide a third party application 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 Page 5 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 Maintenance Release (Client Hosted) Primary Training on Functionality: Telehealth Super User Training Primary Testing Primary End-User Training Primary Optional NTST OneTeam Managed Services Addendum Page 1 of 5 September 2019 v1 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 http://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 Page 2 of 5 September 2019 v1 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. NTST OneTeam Managed Services Addendum Page 3 of 5 September 2019 v1 OneTeam Services Expenditures Page RECURRING CHARGES: OneTeam Services Qty Charges per month Payment Terms Application Management Services (AMS) 100 hours per month $18,000 Bill monthly TRAVEL AND LIVING AND TRAVEL TIME EXPENSES (where applicable) 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 Billed as incurred 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  SQL Server Database Management/Optimization NTST OneTeam Managed Services Addendum Page 4 of 5 September 2019 v1 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 resolution related to the Application X Recommend short-term and long-term alternative resolutions to incidents and problems X 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 Support X 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 NTST OneTeam Managed Services Addendum Page 5 of 5 September 2019 v1 Troubleshoot issues with existing reports X Modify existing Reports X Test Reports X X Communicate Report to End Users X AMS is being 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.