HomeMy WebLinkAboutAgreement A-25-198 First Amendment to Agreement with Netsmart.pdf Agreement No. 25-198
1 AMENDMENT NO. 1 TO SERVICE AGREEMENT
2 This Amendment No. 1 to Service Agreement ("Agreement No. 24-224") is dated
3 May 20, 2025 and is between Netsmart Technologies, Inc., a Delaware Corporation
4 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
5 ("County").
6 Recitals
7 A. On May 21, 2024, the County and the Contractor entered into a service agreement,
8 which is County agreement number A-24-224, for support and maintenance of myAvatar, the
9 Clinician Workstation and Mobile Module System ("CWS"), and consulting services in support of
10 the Department of Public Health's nursing case management modules, and Laboratory
11 Information Management Systems ("LIMS").
12 B. The County and the Contractor now desire to amend the Agreement to (1) add additional
13 solutions to Netsmart Hosting Services and permit County to load data on the hosted system via
14 a virtual private network ("VPN") or Secure Socket Layer ("SSU) and; (2) upgrade to myAvatar
15 NX for Electronic Health Record System (EHR) featuring a redesigned, user friendly interface
16 and improved navigation.
17 The parties therefore agree as follows:
18 1. Article 3, subsection 3.2 "Maximum Compensation," starting on page 5 line 10 through
19 line 26 shall be deleted in its entirety and replaced with the following:
20 "3.2 Maximum Compensation. Pursuant to Article 4 of this Agreement, the term
21 of this Agreement for a three-year term, with two, optional 12-month extension periods.
22 The total maximum compensation payable to Contractor during the initial term of this
23 Agreement is One Million, Two Hundred Fifty-Two Thousand, Two Hundred Thirty-Six
24 Dollars 95/100 ($1,252,236.95). If this Agreement is extended for the first additional year
25 as provided in Article 4, the total maximum compensation payable to Contractor will
26 increase to One Million, Six Hundred Fifty-Eight Thousand, Eight Hundred Fifty-Seven
27 Dollars 20/100 ($1,658,857.20). If this Agreement is extended for the second additional
28 year as provided in Article 4, the total maximum compensation payable to Contractor for
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1 Contractor Products and Services will increase to Two Million, Eighty-One Thousand,
2 Seven Hundred Forty-Two Dollars 26/100 ($2,081,742.26). In the event the total
3 maximum compensation amount in the Initial Term, Year 4, and/or Year 5 is not fully
4 expended, the remaining unspent funding amounts shall roll over to each subsequent
5 term's established maximum compensation. The total maximum compensation for the
6 contract's services under this Agreement shall not exceed Two Million, Eighty-One
7 Thousand, Seven Hundred Forty-Two Dollars 26/100 ($2,081,742.26) for the full five-
8 year term, inclusive of all extensions.
9 (A) Additional Services. The County may request additional service. Additional
10 Services shall only be performed, and Additional Service fees shall only be paid
11 to Contractor upon County's written request. Interfaces shall be negotiated at the
12 time they are needed and shall be agreed upon by both parties in writing. In no
13 event shall the total maximum compensation paid by County to Contractor for
14 Additional Services for the possible five (5) year term of this Agreement exceed
15 Three Hundred Thousand Dollars 00/100 ($300,000.00). Should Additional
16 Services be initiated, the total possible maximum compensation payable to the
17 Contractor under this agreement is Two Million, Three Hundred Eighty-One
18 Thousand, Seven Hundred Forty-Two Dollars 26/100 ($2,381,742.26)
19 commencing as of the Agreement effective date, and for the entire term of the
20 Agreement.
21 The Contractor acknowledges that the County is a local government entity and does so
22 with notice that the County's powers are limited by the California Constitution and by State law,
23 and with notice that the Contractor may receive compensation under this Agreement only for
24 services performed according to the terms of this Agreement and while this Agreement is in
25 effect, and subject to the maximum amount payable under this section. The Contractor further
26 acknowledges that County employees have no authority to pay the Contractor except as
27 expressly provided in this Agreement."
28 2. All references in the Agreement to "Exhibit A" shall be changed to read "Revised
2
1 Exhibit A," where appropriate, attached hereto and incorporated herein by reference.
2 3. All references in the Agreement to "Exhibit B" shall be changed to read "Revised
3 Exhibit B," where appropriate, attached hereto and incorporated herein by reference.
4 1. When both parties have signed this Amendment No. 1, the Agreement, and this
5 Amendment No. 1 together constitute the Agreement.
6 2. The Contractor represents and warrants to the County that:
7 a. The Contractor is duly authorized and empowered to sign and perform its obligations
8 under this Amendment.
9 b. The individual signing this Amendment on behalf of the Contractor is duly authorized
10 to do so and his or her signature on this Amendment legally binds the Contractor to
11 the terms of this Amendment.
12 3. The parties agree that this Amendment may be executed by electronic signature as
13 provided in this section.
14 a. An "electronic signature" means any symbol or process intended by an individual
15 signing this Amendment to represent their signature, including but not limited to (1) a
16 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
17 electronically scanned and transmitted (for example by PDF document) version of an
18 original handwritten signature.
19 b. Each electronic signature affixed or attached to this Amendment (1) is deemed
20 equivalent to a valid original handwritten signature of the person signing this
21 Amendment for all purposes, including but not limited to evidentiary proof in any
22 administrative or judicial proceeding, and (2) has the same force and effect as the
23 valid original handwritten signature of that person.
24 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
25 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part
26 2, Title 2.5, beginning with section 1633.1).
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1 d. Each party using a digital signature represents that it has undertaken and satisfied
2 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
3 through (5), and agrees that each other party may rely upon that representation.
4 e. This Amendment is not conditioned upon the parties conducting the transactions
5 under it by electronic means and either party may sign this Amendment with an
6 original handwritten signature.
7 4. This Amendment may be signed in counterparts, each of which is an original, and all of
8 which together constitute this Amendment.
9 5. The Agreement as amended by this Amendment No. 1 is ratified and continued. All
10 provisions of the Agreement and not amended by this Amendment No. 1 remain in full force and
11 effect.
12 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
NETSMART TECHNOLOGIES, INC. COUNTY OF FRESNO
3
4K"I4/22/2025
5 J6s,60fi McGovern, EVP Ernest Buddy Me es, Chairman of the
6 11100 Nail Avenue Board of Supervisors of the County of Fresno
Overland Park, KS 66211 Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno. State of California
9
By:
10 Deputy
11 For accounting use only:
12 Org No.: 56208550
Account No.: 7309
13 Fund No.: 0001
Subclass No.. 10000
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1
2 ADDITIONAL DEFINITIONS
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4 1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following
5 terms shall have the meanings specified:
6 Change Control Process means the process used by the Information Services Division
7 of COUNTY's Internal Services Department to inform COUNTY staff of new or updated
8 production use systems.
9 Confidential Information means all technical, financial and other information that is
10 disclosed by either party to the other, whether orally or in writing, any disputes, status reports,
11 scheduling updates, workflows, forms, reporting, the terms of this Agreement, pricing, Services,
12 Work Product, data (other than Protected Health Information which is protected in accordance
13 with the BAA), Documentation, all non-public information related to Contractor's products,
14 services and methodologies. "Confidential Information" does not include information (a) publicly
15 available through no breach of this Agreement; (b) rightfully acquired from a third party having a
16 bona fide right to disclose or make the same available; (c) independently developed or
17 previously known by a party; (d) Protected Communication; or that subject to Provisions 13.3
18 and 13.4 of the Agreement.
19 Data means all information collected, stored, processed or generated through Client's
20 use of the Software Services.
21 Documentation means the description and features of the Licensed Software and
22 Software Services as set forth on the Netsmart Wiki, which includes release notes. The
23 Netsmart Wiki can be accessed via the application or the NetsmartConnect support portal.
24 Products and Services — means the products and services made available to the County
25 pursuant to this Agreement, which may include Contractor Products and Services accessible for
26 use by the County on a subscription basis ("Software-as-a-Service" or "SaaS"), Contractor
27 professional services, content from any professional services or other required equipment
28 components or other required hardware, as specified in each Order or SOW.
License is the license granted under this Agreement, and the rights and obligations that
1
1 it creates under the laws of the United States of America and the State of California, including
2 without limitation, copyright and intellectual property law.
3 Order or Statement of Work (SOW) means a written order, proposal, or purchase
4 document in which the Contractor agrees to provide and the County agrees to purchase specific
5 Contractor Products and Services. Statement of Work (SOW) means a written order, proposal,
6 or purchase document that is signed by both Parties and describes the Contractor Products and
7 Services to be provided and/or performed by the Contractor. Each Order or SOW shall describe
8 the Parties' performance obligations and any assumptions or contingencies associated with the
9 implementations of the Contractor Products and Services, as specified in each Order or SOW
10 placed hereunder.
11 Order Term means the then-current duration of performance identified on each Order or
12 SOW, for which the Contractor has committed to provide, and the County has committed to pay
13 for, Contractor Products and Services.
14 Problem or Defect means any failure of the Licensed Software or Software Services to
15 operate in substantial conformance with the Documentation.
16 Support means the ongoing support and maintenance services performed by the
17 Contractor related to the Contractor Products and Services as specified in each Order or SOW
18 placed between the Parties.
19 Support Services means the application maintenance and support services provided by
20 Contractor for the Software Services.
21 System refers to the System Software and System Documentation, collectively, including
22 all modifications and enhancements.
23 Svstem Documentation means the documentation relating to the System Software,
24 including all manuals, reports, brochures, sample runs, specifications, and other materials
25 provided by CONTRACTOR in connection with the System Software.
26 System Software is Contractors Products and Services provided and hosted by a
27 Contractor provided SaaS environment. System Software does not include operating system
28 software, or any other third-party software.
System Software Maintenance and Support and Support means software hosting for
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1 System Software, regular software updates to System Software, and support provided for
2 System Software in case of errors, mistakes, or other technical difficulties.
3 Work Product means any documentation, technique, methodologies, inventions, reports,
4 software, or procedures developed, conceived or introduced by Contractor during the course of
5 this Agreement, whether acting alone or in conjunction with County or its employees, Users or
6 others. Work Product does not include any Client Confidential Information or Data.
7 2. Warranties & Disclaimers. Contractor warrants that all services performed under this
8 Agreement will conform in all material aspects with the requirements of this Agreement and
9 their specifications. Contractor warrants that it takes all commercially reasonable precautions
10 that are standard in the industry, in California, to increase the likelihood of a successful
11 performance for the Contractor Products and Services.
12 Except as provided in herein provided, each Party hereby disclaims any and all other
13 warranties of any nature whatsoever whether oral and written, express or implied, including,
14 without limitation, the implied warranties of merchantability, title, non-infringement, and fitness
15 for a particular purpose. Contractor does not warrant that Contractor Products and Services will
16 meet County's requirements.
17 3. Project Deadlines. It is understood and agreed by both parties to this Agreement that if
18 all the work specified or indicated in the Order or SOW is not completed within the specified
19 time frames set forth in the Order or SOW, or within such time limits as extended, County may
20 elect to terminate without clause as discussed in section 6.3, provided however, nothing in this
21 Section A.9 limits any of County's remedies under this Agreement for Contractor's breach of
22 this Agreement.
23 4. Contractor's Project Coordinator. Upon execution of this Agreement, Contractor shall
24 appoint a Project Coordinator who will act as the primary contact person to interface with
25 County for the services discussed in this Agreement.
26 5. Documentation. Contractor shall provide to County access to on-line System
27 Documentation. Contractor shall update new on-line System Documentation corresponding to
28 all new Software Upgrades. All System Documentation is to be used by County only for the
purposes identified within this Agreement.
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1 6. Technical Information. Contractor will provide technical information to County. Such
2 information may cover areas regarding the software discussed in this Agreement, third party
3 software, and other matters considered relevant to County by Contractor. Technical information
4 will be provided at the discretion of Contractor but will not be unreasonably withheld.
5 7. RESERVED.
6 8. Adhere to Change Control Process. Contractor employs a procedure to implement
7 updates, upgrades, and version releases to a system that is in production use. This forum
8 allows Contractor to inform County of upcoming changes to a production system. Contractor
9 must inform County a minimum of one (1) week prior to any planned, non-emergency changes
10 so that the Change Control Process may be followed.
11 9. Storage and Sending. If any services specified in this Agreement are used to store
12 and/or send Confidential Information, Contractor must be notified in writing, in advance of the
13 storage or sending. Should County provide such notice, County must ensure that Confidential
14 Information is stored behind a secure interface and that Contractor Products and Services be
15 used only to notify people of updates to the information that can be accessed after
16 authentication against a secure interface managed by County.
17 10. Support Services. The following is a description of the Support Services to be
18 performed by Contractor during the time period in which the County is purchasing Support
19 Services.
20 a. Contractor will support and maintain the most current version of the Licensed Software
21 in substantial conformance with applicable Federal laws. County acknowledges and agrees
22 that, in the event County has chosen to utilize a less than current version of the Licensed
23 Software or has missed any mandatory upgrades, County will bring the Licensed Software up
24 to Contractor's then-current version in order for County to maintain compliance with applicable
25 Federal law.
26 b. Priority 1 issues must be called in directly to the Contractor Support department.
27 For all other concerns County can call or use Contractor's designated online support system to
28 log issues specifying a Problem or Defect in the Licensed Software.
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1 c. If self-hosted, County will provide and maintain, at its expense, hardware and/or
2 software to allow Contractor to access County's system remotely.
3 d. Contractor will also provide County with: (a.) updates that are distributed without charge
4 to other similar clients which reflect modifications and incremental improvements made to the
5 Licensed Software by Netsmart; (b.) an opportunity to obtain enhancements to the Licensed
6 Software for which fees are imposed on the same terms as such enhancements are generally
7 made available to other clients.
8 e. Contractor will provide a toll-free problem reporting and support telephone line available
9 8:00 a.m. to 5:00 p.m., Central time Monday through Friday, exclusive of Federal holidays.
10 f. County agrees to grant Contractor access to the Licensed Software on County's
11 system(s) for the sole purpose of performing Contractor's obligations under this Agreement.
12 Netsmart will ensure all connectivity to Contractor's system is through a single point of
13 connectivity utility which audits Contractor' activity on County's system(s)when Contractor is
14 connected to County's system(s). These audit logs are retained for 90 days.
15 g. If reasonable analysis by Contractor indicates that a reported Problem or Defect is
16 caused by a problem related to hardware used by County, the hardware's system software, or
17 applicable software other than Licensed Software, or County's misuse or modification of the
18 Licensed Software, Contractor's responsibility will be limited to the correction of the portion, if
19 any, of the problem caused by a Problem or Defect in the Licensed Software.
20 h. If analysis by Contractor indicates that a reported problem is caused by a reproducible
21 Problem or Defect, Contractor will use commercially reasonable efforts to provide Support
22 Services in accordance with the following prioritization of reported problems:
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24 Priority Definition
25 Priority 1: will be assigned when the Licensed Software or a
26 1 - material functional component thereof is non-operational as a result
27 Critical of a defect, in the production environment only, such as the
28 production system cannot be accessed or utilized in any capacity, a
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1 direct patient safety issue is present, or a HIPAA compliance
2 violation as a result of a server incident or Netsmart application
3 defect. Best efforts will be made to correct Priority 1 problems, or to
4 provide a plan for such correction, within two (2) business days.
5 Notwithstanding the above, Netsmart will work continuously toward
6 resolution.
7 County's Commitment:
8 • This case Priority must be called in directly to the Netsmart
Support department.
9 • County provides specific, detailed information required for
10 troubleshooting/investigation.
• County provides appropriate staff and resources to sustain
11 continuous communication and work effort as required.
• Without appropriate County resources, the case will be
12 downgraded to Priority 2 after three business days.
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14 Priority 2: will be assigned to defects in the live production
15 environment that have a significant negative impact on daily
16 operations but do not cause a "System Down". A workaround may
17 be available and/or the capacity to maintain daily business
18 functionality. Commercially reasonable efforts will be made to
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2 - correct Priority 2 problems, or to provide a plan for such correction,
20 High within five (5) business days.
21 County's Commitment:
22 • County provides specific, detailed information required for
troubleshooting/investigation.
23 • County provides appropriate staff and resources to sustain
continuous communication and work effort as required.
24 • Without appropriate County resources, the case will be
downgraded to Priority 3 after six business days.
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26 Priority 3: will be assigned for system defects that result in functions
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27 that have no major impact on daily operations. An issue that allows
Medium
28 the continuation of function, including issues in which a reasonable
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1 workaround is available. Commercially reasonable efforts will be
2 made to correct Priority 3 problems, or to provide a plan for such
3 correction, within ten (10) business day.
4 County's Commitment:
5 • County provides specific, detailed information required for
troubleshooting/investigation.
6 • County provides appropriate staff and resources to sustain
7 continuous communication and work effort as required.
• Without appropriate County resources, the case will be
8 downgraded to Priority 4 after eleven (11) business days.
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Priority 4: will be assigned to cosmetic defects that do not affect
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system usability or non-defect related requests including, but not
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limited to, system set up/configuration, training, functionality
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questions, documentation, portal access, and upgrade requests.
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Commercially reasonable efforts will be made to address Priority 4
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4 - Low issues, or to provide a plan for such correction, within fifteen (15)
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business day.
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County's Commitment:
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• County provides specific, detailed information required for
18 troubleshooting/investigation.
19 • County provides appropriate staff and resources to sustain
continuous communication and work effort as required.
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22 11. Downtime. Downtime shall be defined as System non-availability due to System
23 Software error, malfunction, or due to System Software Maintenance and Support activity other
24 than in accordance with the scheduling parameters set forth in this Agreement. Examples of
25 Downtime include, without limitation, County and public cannot access the System for reasons
26 within Contractor's Control or any functional Component of the System or Interference is not
27 available and is within Contractor's Control. County requires that there be no unscheduled
28 Downtime for routine System Software Maintenance and Support of the Application Software.
County will accept occasional scheduled Downtime, not to exceed, four (4) hours, for significant
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1 non-routine Updates and maintenance to be scheduled by Contractor. Routine System
2 Software Maintenance and Support includes such tasks as major System Software version
3 Updates. Contractor shall use its best efforts to keep scheduled Downtime for non-routine
4 maintenance to a minimum (99.9% up time guarantee).
5 12. Data Sources. Data uploaded into Contractor Products and Services must be
6 brought in from County sources (interactions with end users and opt-in contact lists). County
7 cannot upload purchased contact information into Contractor Products and Services without
8 Contractor' written permission and professional services support for list cleansing. Contractor
9 certifies that it will not sell, retain, use, or disclose any personal information provided by County
10 for any purpose other than retaining, using, or disclosing such personal information for the
11 specific purpose of performing the services outlined within this Agreement.
12 13. Passwords. Passwords are not transferable to any third party. County is
13 responsible for keeping all passwords secure and all use of the Contractor products and
14 services accessed through County's passwords.
15 14. County Feedback. County will provide feedback to Contractor with any
16 suggestion, enhancement, request, recommendation, correction or other feedback provided by
17 County relating to the use of the Contractor Products and Services. Contractor may use such
18 submissions as it deems appropriate in its sole discretion.
19 15. Third Party Disclaimer - Closed Captioning and Meeting Services. County
20 and Contractor may agree that a third party will provide closed captioning, transcription
21 services, or other meeting services under this Agreement. In such case, County expressly
22 understands that the third party is an independent contractor and not an agent or employee of
23 Contractor. Contractor is not liable for acts performed by such an independent third party.
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25 16. Software Services License Terms. Contractor hereby grants County a non-
26 exclusive, royalty-free, non-transferable subscription license to use the Software Services only:
27 i. for County's internal business purposes and not to process the data of any other entity;
28 and
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1 ii. to support the Scope of Use for the Software Services set forth on the applicable
2 Statements of Work.
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4 License Rights. The license rights granted in this section may be exercised by County, its
5 employees and independent contractors (provided that such independent contractors are
6 not competitors of Contractor (each a "User"). County shall be responsible for each User(s)
7 compliance with the terms of this Agreement.
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9 License Restrictions. Except as expressly stated in this Agreement, no other rights,
10 express, implied or otherwise, are granted to County and Contractor reserves all rights not
11 expressly granted herein. County will not permit the Software Services or Third Party
12 Products (i) to be disassembled or reverse engineered, (ii) to be sold, disclosed, leased,
13 subleased, lended or otherwise made available to others including third party hosting
14 providers, (iii) to be or attempted to be accessed, modified, make additions to or altered, (iv)
15 make any derivations, adaptations, or translations in whole or in part, (v) County shall not
16 transmit malware including but not limited to malicious codes, viruses, Trojan horses or
17 similar mechanisms, and/or (vi) to be used to develop functionally similar computer
18 software or to otherwise compete with Netsmart. No copies of the Software Services or
19 Third Party Products may be made by County without the prior written consent of
20 Contractor except for backup purposes in accordance with normal data processing
21 practices. County agrees to reproduce any copyright notices and/or other proprietary
22 legends, regardless of form, contained in, affixed to, or appearing on the Software Services
23 and Third Party Products.
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25 Third Party Products. Third Party Products are licensed subject to the same restrictions as
26 are set forth in this Agreement. Third Party Products are also subject to and County agrees
27 to the pass through terms that apply to those Third Party Products at
28 https://www.ntst.com/lp/pass-through-terms. Notwithstanding the foregoing, nothing
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1 contained in the third party pass through terms will diminish or replace Contractor's
2 obligations under the terms of this Agreement.
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4 Software Title. The Software Services are proprietary to contractor and are based upon and
5 contain trade secrets and other Confidential Information. Contractor reserves title to the
6 Software Services and all other rights not expressly granted herein.
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8 Scope of Use Audit. County acknowledges that Contractor has access to view County's
9 actual Scope of Use and will periodically verify County's actual Scope of Use of the
10 Software Services. Should this verification identify usage of the Software Services in
11 excess of the Scope of Use contracted for, County agrees to true-up the Scope of Use to
12 the current usage levels.
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14 17. Product Descriptions.
15 Product Description
16
AMA CPT Code Subscription AMA CPT Code -American Medical Association CPT
17 Code Subscription - pricing based on Named Users
18 Red Hat Jboss Subscription Red Hat Jboss -Java Application for Self-Hosted
Clients
19
Avatar CWS Maintenance
20 Avatar CWS -Clinician Workstation Maintenance
Avatar HL7 Interface Avatar HL7- HL7 Interface that allows transferring
21 Maintenance data between Avatar and any other system that
22 supports HL7
Avatar POS Scanning
23 Maintenance Avatar POS-Scanning by Perceptive
24 Diagnosis Content on Diagnosis Content on Demand - Includes access to
Demand Subscription the DSM-5 Library
25 Support Internal-Avatar-
26 Avatar Support Internal -Avatar- Maintenance Fee
27 Orchard Enterprise Lab
Maintenance Support Orchard/Harvest- provides Labs with software,
28 services and support
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-"V^Netsmart Revised Exhibit A
SIMPLE.PERSONAL.POWERFUL.
NETSMART HOSTING ADDENDUM TO LICENSE
This Addendum dated May 20,2025 (the"Addendum Effective Date")is a supplement to the terms of the License
and Services Agreement dated as of May 21,2024, ("Agreement")by and between Netsmart Technologies,Inc.a
Delawar corporation("Netsmart")and the County of Fresno,a political subdivision of the State of California
("Client").
1. PURPOSE OF ADDENDUM. This Addendum states the terms and conditions under which Netsmart will
provide software hosting services and permit Client to load Data on the Hosted System via a virtual private
network("VPN")or Secure Socket Layer("OSSL").
2. DEFINITIONS.Capitalized terms in this Addendum that are not defined below will have the same meaning as
the terms that are given in the Agreement. All references to Schedules mean the Schedules attached to this
Netsmart Hosting Addendum unless otherwise indicated.
a) "Data"means all information collected,stored,processed or generated through Client's use of the
Licensed Programs.
b) "Hardware Configuration"means the hardware required to install and/or operate the Licensed Software as
set forth at https://wikihelp.ntst.com/Special:Userlogin?retumtotitle=Req#tab=login,Username:
Netsmart_Prospect and Password:Netsmartl.
c) "Hosted S. sue"means the hardware and software in a cloud computing environment that are used to
provide access to the Licensed Programs as defined in the Agreement.
d) "Month 1"means the first day of the first month after mutual contract execution.
e) "Netsmart Provided Hardware"means any equipment provided to the Client by Netsmart
f) "Protected Communication"mean those communications protected under 45 CFR§ 170.403,
Communications,of the 21 st Century Cures Act(the"Communications Rule"),regarding the usability,
interoperability or security of the Netsmart Licensed Programs;relevant information regarding users'
experiences when using the Licensed Programs;Netsmart's business practices related to exchanging
electronic health information;and the manner in which a user uses the Licensed Programs.
g) "Fees" means the amount to be paid by Client under this Addendum. The fees and associated
payment terms for the Fees are set forth in Addendum Schedule 2(a).
h) "SLA"or "Service Level Agreement" describes the performance committments of the Hosted System as
available at Client's site and is set forth in Addendum Schedule 2(b).
i) "Year 1"means the period from the Addendum Effective Date through its one year anniversary.
3. HOSTING SERVICES
a) The Hosted Services may be used with the required Hardware Configuration by Client only:
i) for Client's internal business purposes and not to process the data of any other entity;and
ii) for access by the maximum number of named users permitted under the Agreement;and
iii) so long as the Client is not otherwise in default under the Agreement or this Addendum.
The license rights granted in this section may be exercised by Client, its employees and independent
contractors (provided that such independent contractors are not competitors of Netsmart) (each a "User").
Client shall be responsible for each User(s)compliance with the terms of this Addendum.
b) This Addendum does not convey to Client any title or ownership interest in the Hosted Systems or the
Licensed Programs.
c) The Hosting Services covered by this Addendum are provided solely to Client. Client is prohibited from
engaging in any activity that makes these Hosting Services available to third parties.
4. TERM AND TERMINATION
a) Term. See Term and Extension in Article 4.1 of MSA between Fresno County Public Health and Netsmart
Technologies.
b) Early Termination. Client has the option to terminate the hosting relationship with Netsmart prior to the
expiration of the Initial Term,on sixty(60)days'notice to Netsmart and payment of an early termination
fee equal to ten percent(10%)of the contracted remaining hosting fees through the expiration of the Initial
Term.
5. SERVICES
NTST Hosting Addendum_U Page 1 of 8
v2024.1
• ' Revised Exhibit A
Netsmart
SIMPLE.PERSONAL.POWERFUL.
a) Hosting Services.Netsmart agrees to provide hosting services in accordance with the terms set forth on
Addendum Schedule(b)attached hereto.
b) Data Services. To the extent permitted by applicable law,Netsmart may(i)use and disclose Data as
necessary to perform,analyze and improve the Services;(ii)use and disclose Data to provide data
aggregation services as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B),including use for statistical
compilations,reports and all other purposes allowed under applicable law HIPAA and(iii)deidentify PHI
in accordance with the standards set forth in HIPAA and use and disclose such deidentified data.
c) Data Security.Netsmart has a risk-based,independent third-party-audited Information Security
Management System("ISMS")designed to enable Software Services and Support Services to be delivered
in a secure manner and protect against threats to the security or integrity of Client's Data.Netsmart aligns
its ISMS with the National Institute of Standards and Technology(MIST)cybersecurity framework.
Netsmart annually agrees to undergo SSAE18 SOC 2 Type 2 review of its data center operations and agrees
to provide a summary of the report upon Client's request.
d) Suspension of Services.Netsmart may,upon advance written notice to Client,suspend Services without
liability to Client in the event of(i)a threat to the security of Netsmart's systems,the Services,or(ii)
Client's undisputed invoices are overdue and written notice has been provided by Netsmart,in addition to
any other rights or remedies,including termination of this Addendum.
6. PAYMENTS
a) Payments. Client agrees to pay Netsmart the Fees in the amounts and at the times set forth in Addendum
Schedules. Payments are subject to completion of identified list of products and services,and payment
terms as established within the `Payment Terms' columns as set forth within the Revised Exihibit B to the
Addendum to Agreement,attached hereto.With the exception of the initial invoice which is due contract
signing,invoices are payable net Forty-Five(45)days after invoice date. Failure to make timely payment
is considered a material default of the Agreement.
b) Annual Increases.Netsmart agrees that it will not revise any recurring fees during the term of the
Agreement and all fees are pursuant as set forth within the Revised Exhibit B to the Addendum to
Agreement attached hereto.
c) Taxes.The fees set forth in this Agreement do not include any taxes.Where applicable,taxes will be added
to the fees,and Client will pay amounts equal to any taxes(however designated,levied,or based)on such
fees including,but not limited to,state and local sales,privilege,property,use or excise taxes,but not
including taxes based on the net income of Netsmart.If Client is tax exempt,Client will provide Netsmart a
certificate of exemption from taxes.
7. CONFIDENTIALITY. Except as permitted in this Addendum,neither party will,nor will they permit their
employees,agents,attorneys or independent contractors to,disclose,use,copy,distribute,sell,license,publish,
reproduce,or otherwise make available confidential information of the other party.Each party agrees to secure
and protect the other party's confidential information using the same standard of care,but in no event less than
reasonable care,that it uses to protect its own confidential information.Each party agrees to require their
respective employees,agents,attorneys,and independent contractors who have a need to access confidential
information to be bound by confidentiality obligations sufficient to protect the confidential information.Either
party may disclose the other party's confidential information to the extent required by applicable law or
regulation,provided that,as permitted,it notifies the other party in writing as soon as practicable prior to such
disclosure. Confidential Information does not include information(a)publicly available through no breach of
this Agreement;(b)rightfully acquired from a third party having a bona fide right to disclose or make the same
available; (c)independently developed or previously known by a party;or(d)Protected Communication.
Notwithstanding the foregoing,Netsmart shall not prohibit or restrict or engage,nor shall anything contained
herein be construed to permit or allow Netsmart to engage in a practice that prohibits or restricts a Client from
any Protected Communications that are entitled to unqualified protection as defined and required under the
ONC Final Rules(45 C.F.R.Parts 170 and 171).Client recognizes that Netsmart has a legitimate interest in the
Protected Communications and that if Netsmart is not made aware of the issues that may be detailed in a
Protected Communication,Netsmart is not able to resolve,correct or explain them. Netsmart encourages
Client to report all such issues included in Protected Communications through Netsmart's standard support
process. Netsmart reserves all rights to assert that any prohibition or restriction imposed by Netsmart on
Protected Communications is permitted because it is not entitled to unqualified protection under 45 C.F.R.
170.403(a)(2)(ii).
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Netsmart
SIMPLE.PERSONAL.POWERFUL.
8. GENERAL TERMS
Except as expressly set forth in this Addendum,the relationship between Netsmart and Client will be governed
by the provisions of the Agreement.
9. SURVIVAL OF TERMS
In the event this Addendum terminates pursuant to its terms,the Agreement will continue in full force and
effect.
10. CROSS DEFAULT
A default by Client and resulting termination of the Agreement will similarly terminate all rights granted by this
Addendum. A default and termination of this Addendum,however,will not constitute grounds for termination
of the Agreement,unless the default under this Addendum would likewise be grounds for termination of the
Agreement.
11. USE OF NETSMART WEBSERVICES
If separately purchased,Netsmart supports the use of Netsmart-provided web services in the hosted
environmental platforms.A secure medium for transmission of web services data is required in order to connect
to the cloud computing environment.
IN WITNESS WHEREOF,the parties have executed this Addendum as of the Addendum Effective Date.
Netsmart Technologies Inc.
BY: „/ BY:
Joseph McGovern
(PRINTED NAME) (PRINTED NAME
TITLE: Executive Vice President TITLE:
DATE: 4/22/2025 DATE:
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Netsmart
SIMPLE.PERSONAL.POWERFUL.
Addendum Schedule 2(a)
Fees
Netsmart Professional Services
Item Price Payment
Terms
Set-up Services: $27,500
• Building the live and test databases,the reporting systems,
and the web server system in the cloud computing
environment
• Installation of all Licensed Programs together with any
patches for optimal performance
• Configuration&testing of software programs
• Establishing security infrastructure
• Establishing backup/disaster recovery environments
• Setting up VPN client,VPN appliance,or SSL connectivity
One copy of client installable Checkpoint VPN Software(if
applicable)
Hosting Setup Fee—NIAM Federated Model $4,000
NIAM Credential Migration Federated Model $42.50
Data Migration from Client's Server to Netsmart Data Center $6,400
Professional Services—Avatar—Hosting Flip Support and Data $11,000
Warehouse Setup
Plexus Cloud Services—Avatar—Data warehouse Implementation $9,000
Avatar Data Warehouse Middleware License $38,500
PaaS Hosting Setup Fee-Project Management of Orchard Services $16,000
and PaaS Environment Setup
PAAS Hosting Setup Fee—Harvest $10,000
PAAS Hosting Setup Fee—Co is $10,000
Professional Services-Third Party Services $55,400
Orchard Project Planning,Harvest Move,Copia Move,Post Move
Support
Total Fees-Professional Services $187,842.50
30%($56,352.75)due upon
Contract execution
40%($75,137.00) due on
First Restore of Avatar data
in the Netsmart Cloud
30%($56,352.75)due on Go
Live
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Recurring
Description Payment Due
Annually
Hosting of Licensed Programs licensed by Client as described in Schedule A
of the Agreement. $71,280
Annual price is based per concurrent user per month per year
for Up to 45 Concurrent User. Additional concurrent users can be
purchased for an additional fee of$132 per concurrent user per month.
Annual fee will commence upon Addendum execution. Payments
beyond Year I are due on each anniversary of the Effective Date
during the Initial Term.
Plexus Cloud Hosting Perceptive Disaster Recovery—for Up to 45 Concurrent $7,711.20
User. Additional concurrent users can be purchased for an additional fee of
$14.28 per concurrent user per month.
Plexus Cloud Hosting Avatar Data Warehouse High Availability $21,648
Plexus Cloud Hosting—Avatar Identity and Access Management(NIAM) $1,122
Federated—per named user
Avatar Data Warehouse Middleware Maintenance $8,085
Platform Hosting as a Service—COPIA PaaS Pricing $51,600
Platform Hosting as a Service—Harvest PaaS Pricing $31,200
Total Recurring Fees $192,646.20
*If Client has licensed Avatar and is moving to a cloud computing environment,the previous licenses for Cache
from Intersystems are terminated and Client is no longer obligated to pay for Cache licenses as of the go-live date of
the hosting environment.
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Netsmart
SIMPLE.PERSONAL.POWERFUL.
Addendum Schedule 2(b)
Service Level Agreement for Hosting Services
1. Definitions.
i. Major System Change means a material change to the system, including a backend upgrade, operating
system upgrade,new release upgrade,SAN upgrade,database upgrade.
ii. Service Package means software designed to fix identified Problems or Defects in the Software Services,
including documentation and release notes made available with such patch or service pack.
iii. System Stabilization Period is the period during the seventy-two (72)hour window following the First
Productive Use and following a Major System Change.
2. Coverage.
This Section sets forth the System Availability commitments for Software Services. If monthly System Availability
(as defined below)falls below 99.9%,Netsmart will provide a credit against the Client's next monthly recurring
Software Services fees to account for the downtime. The appropriate credit percentage(%)will be determined
based on the following table.
System U time% Credit%
>=99.0%and<99.9% 5%
98.0 to 98.9% 10%
96.0 to 97.9% 15%
<95.9 or below 25%
3. System Availability Calculation
a) Netsmart will calculate System Availability as set forth below for each month during the Term.
b) System Availability will be calculated as follows(and will be rounded to up to the next one tenth of a
percentage point):
System Availability=[(Base Time—Unscheduled Downtime)/(Base Time)]x 100
Base Time equals the product of the number of days in the applicable month times 24 hours times 60
minutes.
Unscheduled Downtime equals the time(in minutes)during which the production system is not
operational(excluding"Scheduled Downtime")from the Netsmart-provided hosting facility internet
connection based on the measuring methodology documented below.
Scheduled Downtime equals the aggregate total of all minutes of planned and scheduled maintenance
performed during the month to perform any necessary hardware,operating system,network,database,
application software maintenance,repair,upgrades,and updates. Netsmart will work with Client to
determine and use commercially reasonable efforts to schedule downtime after regular business hours,
during times that minimize the disruption to operations. The amount of scheduled downtime may vary
from month to month depending on the level of change to the system such as the project implementation
phase,adding new products,upgrading products,etc
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c) Client is permitted to audit Unscheduled Downtime based on the methodology established below. Netsmart
agrees to cooperate with Client in connection with any audit of Unscheduled Downtime.This audit must take
place within 30 days of the month end.
d) Netsmart recommends that Client implement,on a timely basis,the Service Packages that will be provided
to Client by Netsmart on a periodic basis. Netsmart will advise Client on Service Packages that may enhance
performance and availability and will advise Client of the advantages of implementing the Service Packages
as well as the implication of electing not to implement the Service Packages. Netsmart will perform the
technical requirements needed for Client to use the Service Packages that Client elects to implement, at no
additional charge and as part of the recurring hosting fees. Client and Netsmart will work together to establish
a mutually agreeable implementation schedule for the Service Packages. Upon notice to Client that the
system's performance and availability will be adversely affected if Client elects not to implement a Service
Package, Client will waive any credits set forth above,until such time as Client performs its obligations as
necessary to implement the required Service Packages.
e) Client must allow Netsmart to implement the latest Netsmart supported layered software version (i.e. OS,
DBMS, etc.) and patches within six (6) months of the general support announcement from
Netsmart. Netsmart will advise Client regarding the layered software enhancements as well as the
implications of electing not to implement the layered software enhancements. Netsmart will perform the
technical requirements needed for Client to use the layered software enhancements that Client elects to
implement as part of the fees. Client and Netsmart will work together to establish an implementation
schedule for the layered software enhancements. If Netsmart provides notice to Client that the system's
performance and availability will be adversely affected if Client elects not to implement the layered software
enhancements, Client waives its right to any credits set forth above until Client implements the required
layered software enhancements.
f) If Client is operating beyond the Scope of Use limits, Client waives its right to any credits set forth above
until Client is in compliance with Scope of Use.
g) During a System Stabilization Period,changes to the System may be required to achieve optimal performance
and Unscheduled Downtime or Scheduled Downtime minutes do not apply.
4. Exceptions
Client shall not receive any credits under this Schedule in connection with any failure or deficiency of System
Availability caused or associated with:
a. an event of Force Majeure;
b. Failure of access circuits to the Netsmart network,unless such failure is caused solely by Netsmart;
c. Scheduled maintenance,scheduled backups,scheduled restores and emergency maintenance and upgrades;
d. Issues with FTP,POP,or SMTP Client access;
e. Client's acts or omissions(or acts or omissions of others engaged or authorized by Client),including,without
limitation, custom scripting or coding (e.g., CGI, Perl, Java, HTML, ASP, etc), any negligence, willful
misconduct,or misuse of the Software Services;
f. E-mail or webmail delivery and transmission;
g. Outages elsewhere on the Internet that hinder access to your account.Netsmart is not responsible for browser
or DNS caching that may make your site appear inaccessible when others can still access it. Netsmart will
guarantee only those areas considered under the control of Netsmart: Netsmart server links to the Internet,
Netsmart's routers,and Netsmart's servers; and
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h. Use of a VPN or similar connection which is not exclusively within Netsmart's control at both ends of such
connection,and where the problem occurs in the part of the VPN which is not under Netsmart's control.
5. Scheduled Maintenance. Netsmart reserves the right to establish a monthly maintenance window for the
purpose of upgrading,patching,modifying,and repairing portions or the entire
cloud computing environment. The monthly window is generally scheduled on the 3'Sunday of the month,
from 2:OOAM—5:30AM EST.
6. Credit Request and Payment Procedures.
In order to receive a credit,Client must submit a request for credit to Netsmart Accounting at AR@ntst.com,
within thirty(30)days after the incident supporting the request.Each request must include Client's account
number(per Netsmart's invoice)and the dates and times of the unavailability of the services. If the
unavailability is confirmed by Netsmart as an incident eligible for credit,credits will be applied within two
billing cycles after Netsmart's receipt of Client's request. Credits are not refundable and can be used only
towards future billing fees.
Notwithstanding anything to the contrary herein,the total amount credited to Client in a particular month under
this Schedule cannot exceed the total hosting fees paid by Client for the month in which Services were
impacted. Credits are exclusive of any applicable taxes charged to Client or collected by Netsmart and are
Client's sole and exclusive remedy with respect to any failure or deficiency in level of services described in this
Schedule if Client applied for and received a credit. Nothing in this Schedule precludes Client from pursuing an
alternate contract remedy for any future incident that may occur.
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�Netsmart
Fresno County Public Health
Scope of Work
Plexus Cloud Hosting Conversion
Version 1.0
Document Version History
Release Date Version # Description
12/5/2024 V1.0 Scope of Work
12/13/2024 V2.0 Added Orchard Copia and Harvest to the SOW
Purpose
The purpose of this project plan is to outline the project performed to move the existing
Fresno County Public Health inpatient self-hosted myAvatar, Server applications, and data
to the Netsmart Plexus Cloud Service.
This scope of work does not impact or change any of the other Netsmart provided solutions
beyond the hosting of solutions listed in Table 1 below. All fees for the Plexus Cloud Hosting
Conversion are additive to the existing fees being paid for by the client. The one exception
to this statement is the current fees being paid by Fresno County Public Health for
Intersystem Cache maintenance. The Cache maintenance fees only will be cancelled once
the Avatar solution is live in Netsmart's cloud, and the Agency turns down its self-hosted
on prem Avatar solution.
Once completed, the myAvatar solution will be hosted by Netsmart Technologies Inc.
(NTST).
This Statement of Work must be included as an attachment to a signed quote or included
in any contractual agreement.
Scope of Services
The following services and solutions are included as part of this project:
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1. Professional Services:
• Create the following environments in the NTST Plexus cloud hosting
environment:
Table 1: Solutions included for the Self-Hosted migration to Netsmart Hosted
Netsmart Solution NIAM MFA Support Live UAT Build SBOX
myAvatar* Yes (Across All Env) Yes Yes Yes Yes
myAvatar Data Warehouse N/A Yes Yes N/A N/A
Perceptive (Document Capture) N/A as accessed throughYes Yes N/A N/A
Avatar
Orchard COPIA No Yes Yes
Orchard Harvest No Yes Yes
*Note: myAvatar production will be connected to the CareConnect interfaces (Labs,
CaIAIM, HIE, ASAM).These interfaces are not deployed to other environments (UAT,
Build, SBOX) due to the unavailability of corresponding third-party downstream non-
production environments.
2. Installation and Configuration:
• Install and configure the myAvatar solution in the new hosting environments.
• Setup and configure the existing interfaces to work in the equivalent NTST
hosted environments as the current Fresno County Public Health hosted
environments.
• Migrate the existing Fresno County Public Health data to the appropriate
NTST hosted environments.
3. Technical Project Management Services:
• If necessary, upgrade the database version to prepare for database migration
to the new hosting environment.
• Provide Go-Live support services.
• Provide hosting services as described in the contractual agreement.
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NTST Responsibilities
NTST will provide the following services:
1. Planning:
• Coordinate and organize meetings between Fresno County Public Health and
NTST PMs and other required technical resources to gather all information to
plan and design the build-out of the NTST hosted cloud environments.
• Develop a detailed go-live plan that outlines all steps and coordinates
activities.
2. Build Execution:
• Assign and coordinate NTST resources to build out, install solutions, and
migrate data to the NTST cloud hosted environments.
• Schedule necessary meetings, set agendas, and track action items for all
tasks to be performed as part of the environment build.
3. Network Connections:
• Work with the Fresno County Public Health to establish a network
connection between the NTST hosting centers and the Fresno County Public
Health network.
4. Data Migration:
• Coordinate with Fresno County Public Health the migration of the existing
myAvatar data from Fresno County Public Health hosted environments to the
NTST hosting environments.
• Identify data sources, timing, and all required security to ensure a successful
migration.
5. Testing and Validation:
• Validate that the new NTST hosted environment is set up and configured for
access prior to any Fresno County Public Health testing.
• Work with Fresno County Public Health to jointly test the network connection
and validate data migration.
6. Cutover and Go-Live:
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• Manage the cutover and go-live tasks as established in the project planning.
• Coordinate with Fresno County Public Health resources for cutover tasks
that will be Fresno County Public Health's responsibility.
Fresno County Public Health Responsibilities
Fresno County Public Health will provide the following:
1. Project Team:
• Staff a project team with the required skills to accomplish assigned tasks.
• Participate in project planning sessions and provide information requested
as part of the planning sessions.
2. Hardware and Software:
• Complete desktop hardware, network, and bandwidth survey to ensure
equipment and connectivity methods meet minimum solution requirements
prior to Netsmart cloud environment build.
• For all end-users, provide the desktop hardware and operating system
software and network connections to the internet required to access the
Netsmart cloud environment.
• Provide any required LAN/WAN network hardware or software required to
connect to the Netsmart data center.
• Provide agency side virtual VPN termination point (hardware, software,
internet connectivity, and routing within the Agency environment) required to
establish needed VPN for ODBC connectivity communications required both
to query the Datawarehouse and for form, report, and widget development.
3. Custom Forms, Reports,Widgets Update and Test
o Update and test all custom forms, reports, and widgets to the new
namespace.
4. Training and Testing:
• Certify Netsmart hosted solution interfaces, configurations, forms, reports,
and data migration accuracy. This will require the agency to create and
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Netsmart
execute a test plan addressing these aspects. The test results will be used as
a part of declaring ready for go live.
• Attend training sessions (if any) related to this project.
• Conduct system testing and validation as defined in the planning process.
• Conduct any required end-user training(if any).
5. Project Communications:
• Manage and conduct project communications with end-users and/or other
stakeholders or contracted third parties.
• Provide required staffing resources during the defined go-live period to assist
in researching any issues.
6. Maintenance:
• Maintain Fresno County Public Health end-user hardware, operating
systems, networks, and user identities/authorizations in the Netsmart
solutions post Go-live.
• Update the current on-prem environment LIVE to an update level within two
quarters of the current update level prior to migration to Netsmart hosted.
• Create a user file import for bulk load of NIAM enabled active users in Avatar.
Project Assumptions
• Netsmart and Fresno County Public Health will assign senior leadership to support
the project, resource assignments, and assist in making any required leadership
project decisions.
• Netsmart and Fresno County Public Health will devote sufficient resources and
timely communication to the project to assure its success.
• Netsmart will establish the production (live) environment before the other
environments. This environment will be used for testing for this project. The non-
production environments (UAT, Build, and SBOX)will be delivered after the Go-Live
of the production environment.
• Any new hardware or required network connections will be delivered and configured
according to the final project schedule dates and/or contractual agreement.
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• All NTST work for this project will be completed remotely. Onsite work by NTST
would require a change in scope to the project.
• Fresno County Public Health's network and infrastructure resources will be
available for network implementation meetings as needed.
• Initial data exchanges for the project can be accomplished through secure
transmissions (i.e., VPN, sFTP).
Project Task Lead Expectations
Task Fresno County NTST
Public Health
Project Planning Support Lead
Project Kick-Off Support Lead
Planning documents: project schedule, go-live cutover plan
draft, staffing plan final, communication plan final, project Support Lead
risks
Preparation of End User Desktop Environments Lead Support
Validate delivered Initial Environment Support Lead
Test delivered environment Lead Support
Cut over go-live plan final Support Lead
Migrate/Copy Data to NTST Plexus Cloud Environment (test
Lead Support
migration)
Setup data (test migration) Support Lead
Validate migrated data (test migration) Lead Support
Migrate/Copy Data to NTST Plexus Cloud Environment (final
Lead Support
migration)
Setup data (final migration) Support Lead
Validate migrated data (final migration) Lead Support
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Task Fresno County NTST
Public Health
End-users being productive use (Go-Live) - including
Lead Support
enabling NIAM
Timeline and Deliverables
Task Name Description Task Order
After
Project Planning
1 contract
Kickoff
execution
The Project Plan will contain the following:
• staffing plan
• communication plan
Project Plan and • project schedule
Project o Tasks
o Resources
2 Schedule o Timelines/Dates After Task 1
Task/Resources/ • go-live cutover plan draft
Timelines • project risks
All task completion dates will be reviewed and
mutually determined after thecontract agreement
is completed.
The project kickoff between Netsmart and the Fresno
County Public Health will introduce the project
details to the respective stakeholders including
Fresno County Public Health leadership and
stakeholders that may not be directly involved in the Fresno
project.The kickoff meeting will set project County
expectations and emphasize the importance of the
project, deliverables, and collaboration. Questions Public
3 Project Kickoff
from the project stakeholders will be addressed. Health
acceptance
Expected Agenda of Task 2
• Introductions
• Overview of the Project
• Project Communications
• Project Tasks and Timeline
• Questions
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Task Name Description Task Order
Fresno
Production/LIVE County
Public
4 Environment
Health
Build
acceptance
of Task 3
Fresno
Cutover to Go- County
5 Live (using Public
Production Health
Environment) acceptance
of Task 4
Non-Production Fresno
Environment County
6 build out as per Public
section 3.0 Health
Scope of acceptance
Services of Task 5
End Plexus Cloud Hosting Conversion Scope of Work
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Netsmart
Fresno County Public Health
Scope of Work
Data Warehouse Implementation
Version 1.0
Document Version History
Release Date Version # Description
12/5/2024 V1.0 Scope of Work
Overview of Methodology
Data Warehouse Project
TA Call-Netsmart and Client Technical Staff
• Initial meeting to align on project timelines, milestones, and expectations for the
Data Warehouse implementation.
Avatar System Patching-UAT
• Installation of required pre-patches for the Avatar Data Warehouse module.
• Execution of the Avatar Data Warehouse Update process.
Server Setup - Data Warehouse Middleware - UAT Avatar DB Server
• Configuration of Middleware (MW) instances for each namespace, including PM,
CWS, MSO, and/or CFMS.
• The configuration approach will vary depending on client namespaces in use.
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Client Testing and Training in UAT
• Clients will configure 5-25 tables for data integration with the Data Warehouse DB
server.
o Data will be transferred nightly; errors will be flagged and managed through a
separate case process.
o Nightly email notifications will be sent detailing the push results.
• SQL-based validation will be conducted by the client to ensure data accuracy.
• The client will finalize the list of tables required for the live system.
Avatar System Patching—LIVE
• Deployment of the Avatar Data Warehouse Module Pre-Install Patch.
• Execution of the final Avatar Data Warehouse Update.
Server Setup- Data Warehouse Middleware - LIVE Avatar DB Server
• Configuration of Middleware (MW) instances for the LIVE server environment,
mirroring UAT steps and adjusted for active namespaces.
Go Live
• Upon successful testing, live Data Warehouse pushes will commence.
o A final review call will address last-minute issues or clarifications.
o Nightly email summaries of data push results will continue.
o Any identified issues will be documented and handled as separate cases.
Post Go-Live Monitoring and Support
• Continuous monitoring of the nightly data pushes to ensure system stability and
accuracy.
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• Ongoing client support will include troubleshooting data discrepancies and refining
table configurations as needed.
• Regular status reviews will be conducted with the client to address operational
feedback and enhance system performance.
Acceptance Criteria
• The project will be considered complete upon first productive usage by the client.
End Data Warehouse Implementation Scope of Work
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Netsmart Technologies, Inc. and Fresno County Public Health
NX Scope Of Work
1. Purpose
The purpose of this SOW is to review the Client's current Netsmart solution,train and assist in upgrading to
myAvatar NX and provide recommendations and best practices. The consultants will walk through the changes
to NX, identify requirements for the NX upgrade,and propose recommended future state use for NX
functionality.Additionally,Netsmart Consultants will provide NX Training.
2. Proiect Duration
The following project start and end dates are estimates and are subject to adjustments based upon the Effective
Date of the Agreement and both party's overall cooperation of such implementation. For Level 1,the overall
duration of this project,based on the scope of work detailed herein and reasonable Client cooperation,is
anticipated to be 5 months,with Application Managed Services(AMS) starting 3 months after the project start
date.Additional services will be required for any project where the duration from project kick-off to go-live is
more than the anticipated duration above.
3. Scope of Services
Netsmart will conduct a Pre-Launch call with the Client to review the
SOW,discuss necessary pre-requisites,timelines, and review pre-
Pre-Planning planning questions. Future goals and direction will be discussed to
capture context and align to Client's longer-term objectives with the
scope of this agreement.
The project launch call will cover the following items:
• Confirm timeline
• Provide NX demo
• Discuss project expectations
Project Launch • Schedule weekly meetings
• Introduce NX playbook
o Outline client due dates
• Review top form list report
• Netsmart will assist with updates, development, and
documentation of up to five(5)workflows.
• The following topics are typically reviewed,but this list will
be mutually updated after the pre-planning process.
o Clinical/Case Management Workflow/Application
• Review the intake process
Workflow Review • Review the clinical/Case documentation process
• Review the treatment/Support planning process
• Review currently used workflows&Routing
setups
• Review the currently used reports, as well as the
need for additional reports.
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• Discuss functionality available but currently not
used by the Client
o Financial Topics
• Review billing-specific workflows and processes
from charge entry,through billing,to remittance
and AR.
• Review the current process for scrubbing billing
files for errors.
• Review the current process for eligibility
verification.
• Review of existing reports as they relate to
Revenue Cycle Management.
• Review the current re-billing process.
• The findings report will follow the session within two (2)
weeks of the completion of the event. This report will
include a summarization of the topics discussed during the
session as well as Netsmart's recommendation for any
applicable optimization work.Netsmart will provide an
assessment of the value and relative prioritization of each
recommendation.Netsmart will include in the documentation
a follow-up detailing the key decisions made during the
consulting visit and all configuration changes that resulted or
are suggested as a byproduct of the health check(as well as
other recommendations related to system use).
o These recommendations may include:
• The recommendation to implement unused
functionality
• The recommendation to create custom reports or
forms.
• The recommendation to change existing
workflows.
• Additional end user& system administrator
training
For Level 1,the Netsmart Clinical Advisory team will evaluate and
provide recommendations for one(1)key workflow tailored to the
specific needs of the client using clinical best practices. This will
focus on either admissions, discharge, or transfer workflows,based
on the client's priority and requirements. This will include:
Clinical Advisory • Comprehensive assessment of the current workflow.
• Recommendations for enhancements to improve efficiency
and compliance.
Netsmart will provide remote clinical advisory support for one(1)
day during the Go-Live event to assist the client in the practical
application of the new workflow and to address any immediate
operational challen es.
The client will determine ten(10) forms for review within the forms
tab of the NX playbook.Netsmart will then review the ten(10)
Configuration selected forms(data collection instruments)to validate migration
success.
Netsmart NX SOW Page 2 of 7
Revised Exhibit A
�Netsmart
Netsmart will be responsible for form designer correction and
migration of up to ten(10)forms(data collection instruments)that
are not rendering the same as myAvatar.
• Client will be permitted a single round of testing and review
to identify acceptance or identify remaining issues
The client will determine five(5)user roles for review within the
user roles tab of the NX playbook.Netsmart will then review the five
(5) selected user roles and up to three(3)console views per role to
identify readiness to be utilized within Avatar NX.
Netsmart will be responsible for configuring up to five(5)NX views
that match the five(5)user roles previously identified. Each NX
view will be configured with up to three(3)console views.
Additionally,Netsmart will define one (1)myDay view and one(1)
Client Dashboard view to be utilized with the five(5)NX Views.
• Client will be permitted a single round of testing and review
to identify acceptance or identify remaining issues
Netsmart will be responsible for the configuration of up to ten(10)
total All Documents Widgets as applicable to the five(5)views
Netsmart is responsible for.
• The client will be permitted a single round of testing and
review to identify acceptance or identify remaining issues.
Netsmart will be responsible for up to eight(8)hours a month of
optimization assistance to be used at the discretion of the client.
Please reference Appendix A for full details on the scope of these
hours.
During the Integration Testing event,the client will test in their system
and ensure functionality is working as it should with necessary
workflows. The client will use the Testing Checklist provided by
Testing Netsmart during the Integration Testing event.
• Three(3)check-in calls will be scheduled within one(1)
week to discuss completed testing and discuss/document any
items that may arise.
Netsmart will conduct one(1) Configuration Training,up to one(1)
hour, for up to 15 users. Configuration Training will cover the
following topics:
• Process to update forms(data collection instruments)that
did not successfully migrate to Avatar NX
• Configuration of NX views, Console Views,Dashboard
Views, and All Documents Widgets
Training Additional configuration questions and discussions will take place on
weekly calls.
Netsmart will conduct three(3) Super User Trainings,up to 90
minutes, for up to 15 users per session. Super User Training will
cover the following topics:
• System navigation
• Workflow changes that exist between myAvatar and Avatar
NX
Netsmart NX SOW Page 3 of 7
Revised Exhibit A
�Netsmart
Netsmart will hold up to eight(8) consecutive weekly three(3)-hour
sessions to assist with testing, configuration,and knowledge transfer.
Go Live event will occur when the solution is moved into productive
use by the end-user population. This will consist of"preparation"and
performing functions within the Live environment.
Go-Live . The Netsmart consultant will support the first three(3)days
of Go-Live remotely, site-wide.
Su ort will take place in the form of daily check-in calls.
Post-Go-Live Support will be provided up to 45 days following Go-
Live to ensure the successful adoption of the solution by the end-user
population.Netsmart will continue to address any items that arise
during Go-Live and will monitor the usage of non-NX myAvatar and
myAvatar NX.Netsmart will document and track any roadblocks that
may be present for 100%adoption of myAvatar NX.
Post Go-Live Support Once all deliverables in scope have been completed, support will be
notified that the client is live on NX. The client will be notified that
any future cases will be investigated by Support.
Once 100%NX adoption is achieved for a period of up to 45 days,
the Client's Netsmart Solution Delivery Manager will be in touch to
start the planning process of decommissioning the non-NX myAvatar
servers.
For client-direct ODBC DB access, a secured,private connection
between Netsmart and the client network is required. This includes
access through crystal reports for report development as well as any
external ODBC access. To ensure this secured,private connection is
Connectivity accounted for,this must be reviewed between Netsmart and the
client. Depending upon the client's need and any existing secure
private connections in place,the client may be required to purchase
and deploy the appropriate VPN solution to enable needed ODBC
access.
The following includes (but not limited to)items identified as beyond
the scope of this agreement:
Out of Scope • Custom report modifications to configure report definitions
for menu launch reports with parameters, as needed.
Custom report modifications to configure"can grow"properties to
specific fields, as needed.
4. Assumptions
a. Netsmart will devote sufficient resources and timely communication to the project in order to assure its
reasonable success.
b. Client will provide resources as identified in the work breakdown structure of the project plan.
c. New hardware,if required,will be delivered by the date required in the Project Schedule.
d. Client is using latest Treatment Plan functionality
e. Document Routing is the only form of electronic approval being used
f. No Custom Development exists (Cust Packs)
Netsmart NX SOW Page 4 of 7
Revised Exhibit A
�Netsmart
g. If client uses OrderConnect or OrderEntry, Orders Console is being utilized to enter all orders
h. Any item not explicitly referenced in this SOW is considered out of scope.
5. Client Responsibilities
a. Participation in pre-planning activities
b. Ensure that the appropriate resources are available to meet.
c. Participation in analysis presentation and prioritize configurations for deployment.
d. Participate in NX Review sessions and trainings.
e. Review,test, and confirm delivery of the NX configurations deployed.
f. Provide sufficient Go-Live support
6. TRAVEL AND LIVING AND TRAVEL TIME EXPENSES for this agreement only:
The location of work within the SOW will be conducted remotely. On-Site and Travel is out of scope.
Netsmart NX SOW Page 5 of 7
Revised Exhibit A
Netsmart
Appendix A
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 Purchase Agreement:
■ 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(Avatar only)
■ Technical infrastructure and corresponding infrastructure services
■ SQL Server Database Management/Optimization
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 X
problem 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
Netsmart NX SOW Page 6 of 7
Revised Exhibit A
Netsmart
As Needed Coordinate Work with Netsmart X
Technical 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 X
Domain
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
Troubleshoot issues with existing reports X
Modify existing Reports X
Test Reports X X
Communicate Report to End Users X
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 will be limited to 8 hours per month for 12 months.
• 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.
AMS services will be delivered through remote connectivity to Client's systems.
Netsmart NX SOW Page 7 of 7
REVISED EXHIBIT B
Compensation
The Contractor will be compensated for under this Agreement as provided in this Revised Exhibit B.The
Contractor is not entitled to any compensation except as expressly provided in this Revised Exhibit B.
Table 1-Annual Maintenance and Support Fees
Master YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 Payment Terms
Agreement 2024-2025 2025-2026 2026-2027 2027-2028 2028-2029
Expenditures
AMA CPT Code $3,595.37 $3,739.18 $3,888.75 $4,044.30 $4,206.07 Billed Annually
Subscription
Red Hat Jboss $7,828.00 $8,141.12 Billed Annually
Subscription
Avatar CWS $6,850.07 $7,124.07 $7,409.04 $7,705.40 $8,013.61 Billed Annually
Maintenance
Avatar HL7 $7,178.41 $7,465.55 $7,764.17 $8,074.73 $8,397.72 Billed Annually
Interface
Maintenance
Avatar POS $2,553.42 $2,655.56 $2,761.78 $2,872.25 $2,987.14 Billed Annually
Scanning
Maintenance
Diagnosis $9,726.45 $10,115.51 $10,520.13 $10,940.93 $11,378.57 Billed Annually
Content on
Demand
Subscription
Support Internal- $104,454.94 $108,633.14 $112,978.46 $117,497.60 $122,197.51 Billed Annually
Avatar-Avatar
Orchard $41,888.53 $43,564.07 $45,306.63 $47,118.90 $49,003.66 Billed Annually
Enterprise Lab
Maintenance&
Support
*Additional $300,000.00 as needed
Services
Total Per Year $184,075.19 $191,438.20 $190,628.96 $198,254.12 $206,184.28
Original $1,270,580.75
Contract No.A-
24-224—5 year
Total
Table 2.Amendment 1 New Purchases—myAvatar NX Upgrage One-Time Fees
Amendment 1 YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 Payment Terms
New Purchases 2024-2025 2025-2026 2026-2027 2027-2028 2028-2029
myAvatar NX
Upgrade One-
Time Charges
REVISED EXHIBIT B
myAvatar NX, $60,000.00 35%($31,220.00)
Professional upon execution
Services
NX Project $10,000.00 30%($26,700.00)
Management upon system
configuration and set
Application $19,200.00 up for completion
Management
Services(NX 35%($31,220.00)at
upgrade) go live
myAvatar NX
Upgrage One- $89,200.00
Time Fee Total
Table 3.—Amendment 1 New Purchases—myAvatar Hosting Flip One Time Fees
myAvatar
Hosting Flip
One-Time Fees
License:Avatar $38,500.00
Data Warehouse
Middleware
Hosting Set-up
Fees
Avatar NIAM $42.50
Credential
Migratoin
Federated
Model,85
Named Users 30%($56,352.75)
Avatar $27,500.00 due upon Contract
Concurrent execution
Users
Avatar NlAM $4,000.00 40%($75,137.00)
Federated Model due on First Restore
Paas Hosting $10,000.00 of Avatar data in the
Setup Fee- Netsmart Cloud
Harvest 30%($56,352.75)
PaaS Hosting $16,000.00
setup Fee-PM due on Go Live
for Orchard and
PaaS
Environment
Setup
PaaS Hosting $10,000.00
Setup Fee-
COPIA
Plexus Cloud $6,400.00
Hosting
Application and
REVISED EXHIBIT B
DB Migration-
Avatar
Plexus cloud $9,000.00
Services-Avatar
Professional $11,000.00
Service Charges
-Avatar
Professional $55,400.00
Service charges-
Third Party
Services-
Orchard,
Harvest,Copia,
Post Move
Support
myAvatar $187,842.50
Hosting Flip
One-Time Total
Table 3A.Amendment 1 New Purchases—Annual myAvatar Hosting Flip Fees
Platform Hosting $2,600.00 $31,200.00 $32,448.00 $33,745.92 $35,095.76 Billed Annually,Year
as a Service- 1 pro-rated from
PaaS Harvest Execution to 3/31
Platform Hosting $4,300.00 $51,600.00 $53,664.00 $55,810.56 $58,042.98 Billed Annually,Year
as a Service- 1 pro-rated from
PaaS Copia Execution to 3/31
Avatar Data $673.75 $8,085.00 $8,408.40 $8,744.74 $9,094.53 Billed Annually,Year
Warehouse 1 pro-rated from
Middleware Execution to 3/31
Maintenance
Plexus Cloud $5,940.00 $71,280.00 $74,131.20 $77,096.45 $80,180.31 Billed Annually,Year
Hosting-Avatar 1 pro-rated from
=Disaster Execution to 3/31
Recovery-
Concurrent
User(45)
Plexus Cloud $1,804.00 $21,648.00 $22,513.92 $23,414.48 $24,351.06 Billed Annually,Year
Hosting-Avatar 1 pro-rated from
Data Warehouse Execution to 3/31
-High Availailty
Plexus Cloud $93.50 $1,122.00 $1,166.88 $1,213.56 $1,262.10 Billed Annually,Year
Hosting-Avatar 1 pro-rated from
Identity and Execution to 3/31
Access
Management
(NIAM)
Federated Model
(85Named)
REVISED EXHIBIT B
Plexus Cloud $642.60 $7,711.20 $8,019.65 $8,340.43 $8,674.05 Billed Annually,Year
Hosting- 1 pro-rated from
Perceptive- Execution to 3/31
Disaster
Recovery
Concurrent
User(45)
Total
$16,053.85 $192,646.20 $200,352.05 $208,366.13 $216,700.78
myAvatar
Hosting Flip 5-
year Total $834,119.00
Total 5-year $2,381,742.25
Contract
Amount
2. *Additional Services. Additional services shall only be performed, and additional service fees shall
only be paid to Contractor upon County's written request. Interfaces shall be negotiated at the time they
are needed and shall be agreed upon by both parties in writing. In no event shall the total compensation
paid by County to Contractor for Additional Services for the possible five (5)year term of this Agreement
exceed $300,000. Any payment by County to Contractor for Additional Services is subject to the
maximum compensation limits in Section 3.2 of this Agreement.
3. Annual Increases. Contractor agrees that it will not revise any recurring fees during the
term of this Agreement and all fees are pursuant to this Revised Exhibit B.
4. Payment Terms. Payments are subject to completion of identified list of products and
services and payments terms established within the "Payment Terms" columns of this Revised
Exhibit B.