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HomeMy WebLinkAbout32062AGREEMENT NO. 08-042-4 1 FOURTH AMENDMENT TO AGREEMENT 2 THIS FOURTH AMENDMENT TO AGREEMENT (hereinafter "Amendment IV"), is 3 made and entered into this 24th day of March , 2015, by and between the 4 COUNTY OF FRESNO, a political subdivision of the State of California, Fresno, California 5 (hereinafter "COUNTY"), and Netsmart Technologies, a Delaware Corporation, whose 6 address is 4950 College Boulevard, Overland Park, KS 66211, successor in interest to 7 Netsmart New York, Inc. (hereinafter "CONTRACTOR" or "Netsmart"). 8 WHEREAS, COUNTY and CONTRACTOR entered into Agreement number A-08-142, 9 dated March 25, 2008 (hereinafter "Agreement"), pursuant to which CONTRACTOR agreed to 10 provide, support, and maintain an electronic integrated mental health information system for 11 the automated support of all Mental Health programs and related financial activities of 12 COUNTY's Department of Behavioral Health (DBH)-(hereinafter "Avatar"); and 13 WHEREAS, COUNTY and CONTRACTOR entered into a First Amendment to the 14 Agreement, effective August 9, 2011 (hereinafter "Amendment I") to allow for the provision of 15 continuous maintenance and support for Avatar pursuant to the terms of the Agreement, and 16 to install, and maintain a Substance Abuse Information System (hereinafter "SAIS"), to allow 17 COUNTY to maintain client, financial, and contract provider (hereinafter "Provider") 18 information; and 19 WHEREAS, COUNTY and CONTRACTOR entered into a Second amendment to the 20 Agreement, effective November 6, 2012 (hereinafter "Amendment II") to have the 21 CONTRACTOR; provide Software Hosting Services and permit COUNTY to load data on the 22 hosted system via Secure Socket Layer (SSL); terminate maintenance related products not 23 being used by COUNTY and to extend the Term of this Agreement; and 24 WHEREAS, COUNTY and CONTRACTOR entered in a Third amendment to the 1 1 Agreement, October 8, 2013 (hereinafter "Amendment Ill) to have the CONTRACTOR; 2 implement MyAvatar, a certified electronic health record and practice management solution 3 which included an upgrade of the current application foundation RADplus 2006 to RADplus 4 2011; implement Perceptive Point of Service Scanning to provide staff the ability to quickly 5 and easily scan, capture and organize low volume scanned images; implement 6 MyHealthPoint, a web portal that allows clients access to information related to their health 7 care; and to add additional consulting hours dedicated toward the implementation of MyAvatar 8 and Perceptive Point of Service Scanning; and 9 WHEREAS, COUNTY and CONTRACTOR now desire to amend the Agreement to 1) 10 have the CONTRACTOR implement CareConnect, a software service that enables clinical 11 data to be shared between DBH and laboratory organizations to allow DBH to submit lab 12 orders to laboratory organizations and allow laboratory organizations to submit lab results to 13 DBH, 2) have the CONTRACTOR implement ICD-10 and DSM-5 Upgrade to provide cross- 14 mappings, updates and clinician friendly terms to manage the transition across the different 15 diagnosis vocabularies, 3) have the CONTRACTOR implement OrderConnect™, Netsmart's 16 Surescripts Certified secure Web-based electronic prescribing, order tracking management 17 system, 4) have the CONTRACTOR implement the OrderConnect™ Inventory Module (IMM) 18 which allows an organization to input information related to medication samples that they 19 receive which they then give to patients as well as Prescription Assistance Program (PAP) 20 medications that COUNTY receives and needs to assign to a specific patient, 5) have the 21 CONTRACTOR provide Scriptlink hosting services, 6) have the CONTRACTOR implement 22 MyHealthPointe™ Kiosks which will provide client stations within waiting areas to allow clients 23 to access, and be allowed to, utilize information related to their demographic, administrative, 24 and clinical information to allow the client to be more engaged in their own care, and 7) have 2 1 the CONTRACTOR implement the Reaching Recovery System which will provide a 2 measurement-based clinical content tool, and 8) have the CONTRACTOR implement the 3 Recovery Needs Level Assessment within Avatar, which assesses consumers' needs and 4 level of care. 5 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy 6 of which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows: 7 1. The following definitions shall be added to Section II. DEFINITIONS as set forth 8 in the existing Agreement: 9 CareConnect: 10 A software service that enables clinical data to be shared between providers and other 11 entities, to be used under this Agreement both for the exchange of lab orders and lab 12 results and for the exchange of Clinical Care Documents (CCD) with other Provider 13 Agencies, in support of national standards related to continuity of care. 14 International Statistical Classification of Diseases (lCD}: 15 The international standard diagnostic tool for epidemiology, health management and 16 clinical purposes designed as a health care classification system, providing a system of 17 diagnostic codes for classifying diseases including nuanced classifications of a wide 18 variety of signs, symptoms, abnormal findings, complaints, social circumstances, and 19 external causes of injury or disease. The lCD is revised periodically. 20 Diagnostic and Statistical Manual of Mental Disorders (DSM): 21 Published by the American Psychiatric Association, offers a common language and 22 standard criteria for the classification of mental disorders. The DSM is revised 23 periodically. 24 ICD-10 & DSM-5 Upgrade: 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 The industry will be moving from ICD-9 codes to ICD-10 codes for diagnosis and inpatient procedures. In addition, the American Psychiatric Association has recently released DSM-5 as a replacement to the current industry standard DSM-IV. The ICD- 1 0 & DSM-5 upgrade will provide the necessary cross-mappings, updates and clinician friendly terms to manage the transition across the different diagnosis vocabularies OrderConnect™: Netsmart's Surescripts Certified secure Web-based electronic prescribing, order tracking management system. OrderConnect™ Inventory Management Module (IMM): A module that allows organizations to input information related to medication samples that they receive which they then give to patients as well as Prescription Assistance Program (PAP) medications that they receive and need to assign to a specific patient. Scriptlink Hosting Services: Scriptlink is an interface that allows Netsmart customers to create their own web services, to either perform an external task based on the form data, or update the current form a user is editing with their own events. Since web services can be written in any language, customers have greater flexibility to integrate the Avatar product into their own programs. Scriptlink simply sends the current data in an option to a script. It is then up to the script writers to decide what to do with that data. MyHealthPointeTM Kiosk: MyHealthPointe™ Kiosk provides hardware and application that will be located in COUNTY waiting areas to foster client engagement at the point of care. Functions of the application will allow clients the ability to; authenticate their identify, review and update demographics, verify insurance information, electronically sign administrative 4 1 forms, provide information related to medication adherence and management, 2 complete clinical intake screenings and assessments, and other point of care clinical 3 messaging." 4 2. That the existing COUNTY Agreement No. 08-142-3 (Amendment Ill), Page 5 Three (3), beginning with section four (4), line fifteen (15), with the number "4" and ending on 6 page three (3), line twenty three (23), with the word "session." be deleted and the following 7 inserted in its place: 8 9 10 11 12 "4. New Section Ill-Q. shall be inserted following Section 111-P.: Q. MYHEAL THPOINTE™ CONTRACTOR shall implement MyHealthPointe™ by providing MyHealthPointe™ web server configuration services and MyHealthPointe™ implementation services. The parties agree that MyHealthPointe™ will allow COUNTY clients access to a host 13 of information related to their care 24 hours a day via a secure, web-based portal. The parties 14 further agree that MyHealthPointe™ shall allow COUNTY clients the ability to schedule and 15 modify appointments, review and comment on their treatment plans, view current medications 16 and track their usage, communicate with their care team, check billing information and 17 account balances, and record information in an online journal prior to a scheduled session." 18 19 20 21 22 23 24 3. New Section 111-R shall be inserted following Section 111-Q.: "R. CARECONNECT CONTRACTOR shall implement CareConnect, a software service that enables clinical data to be shared between providers and other entities, in accordance with the Scope of Work shown in Revised Attachment G, attached hereto and incorporated herein by reference. The parties agree that the implementation of CareConnect will allow the 5 1 COUNTY to submit electronic lab orders two (2) laboratories of the COUNTY's designation 2 and will allow for electronic lab results to be submitted to COUNTY by each lab provider 3 stated herein. Additionally, the CARECONNECT solution will facilitate the exchange of 4 Clinical Care Documents (CCD) between the COUNTY and other care providers." 5 4. New Section Ill-S shall be inserted following Section 111-R.: 6 "S. ICD-1 0 and DSM-5 Upgrade: 7 CONTRACTOR shall implement the ICD-1 0 and DSM-5 Upgrade to allow 8 the necessary cross-mappings, updates and clinician friendly terms to manage the transition 9 across the different diagnosis vocabularies related to the behavioral health industry migrating 10 from ICD-9 codes to ICD-1 0 codes, in accordance with the Scope of Work shown in Revised 11 Attachment G.". 12 13 5. New Section 111-T shall be inserted following Section 111-S.: "T. OrderConnect™: 14 CONTRACTOR shall implement OrderConnect™, CONTRACTOR'S 15 Surescripts Certified secure web-based electronic prescribing, order tracking management 16 system, in accordance with the Scope of Work shown in Revised Attachment G. The parties 17 agree that the OrderConnect™ suite is an e-prescribing and medication management product 18 that has the ability to exchange web-based prescription information with community 19 pharmacies via the Surescripts national network and has the ability to exchange web-based 20 laboratory orders and radiology/imaging orders and their results and diagnostic information 21 with specific laboratories. The parties agree that COUNTY currently uses lnfoscriber, another 22 of Netmart's e-prescribing solutions, and that OrderConnect™ will replace the existing 23 lnfoscriber module with the new fees for OrderConnect™ beginning 60 days after the 24 execution of this Agreement as further described in Section VIII. Each OrderConnect™ 6 1 2 3 4 5 6 facility will be allowed to fax one hundred (1 00) fax pages directly from the application per month per each prescriber license purchased as further described in Section VIII. The parties agree that OrderConnect™ will assist the COUNTY with improving quality of care, reducing medication errors and meeting criteria to receive Medi-Cal and Medicare funds for meaningful use of an electronic health record (EHR)." 6. New Section 111-U shall be inserted following Section 111-T.: 7 "U. OrderConnect™ Inventory Management Module (IMM): 8 CONTRACTOR shall implement the OrderConnect™ IMM to allow 9 COUNTY to input information related to medication samples that it receives which are then 10 given to COUNTY patients as well as Prescription Assistance Program (PAP) medications 11 that COUNTY receives and needs to assign to specific patients. The parties agree that only 12 COUNTY users with appropriate permission levels can enter inventory. It is further 13 understood between the parties that the OrderConnect™ IMM will allow COUNTY authorized 14 users to assign inventory to prescriptions that are written but are to be filled from the sample 15 supply or from a patient's PAP medications, and that after assignments of sample supply or a 16 patient's PAP medications, the OrderConnect™ IMM will decrement from the total amount 17 that was input." 18 7. New Section 111-V shall be inserted following Section 111-U.: 19 20 "V. Scriptlink Hosting Services: Scriptlink is a tool that allows COUNTY to create its own programmable 21 functionality when addressing quality control items such as creating warnings to prevent 22 certain types of entries at time of entry to mitigate these types of errors from occurring. The 23 parties now agree that CONTRACTOR shall host the Scriptlink solution via a dedicated and 24 hosted server environment for scripts." 7 8. New Section 111-W shall be inserted following Section 111-V: 1 2 3 "W. Subscription Rights: 1. The new subscriptions added as per Amendment IV ("Subscription 4 Products and Services") are specifically included within the grant of license and term of 5 license as "Licensed Programs" under the Agreement. 6 2. COUNTY grants to CONTRACTOR a non-exclusive, non-transferable 7 license (the "Usage License") to use all patient data for the sole purpose of operating the 8 Subscription Products and Services for the benefit of COUNTY and its clients and for 9 maintaining the Subscription Products and Services (for example, creating backups of the 10 Patient Data or moving it between servers) so long as CONTRACTOR has a bona fide need 11 to do so subject to and for the sole purpose required by this Amendment IV and the Master 12 Agreement. The Usage License does not confer on CONTRACTOR any right to share patient 13 data with third parties other than CONTRACTOR employees or consultants who are bound by 14 agreements that contain confidentiality provisions equivalent to those contained in the 15 Agreement. The foregoing restriction on CONTRACTOR's use of Patient Data does not 16 prohibit CONTRACTOR from making use of De-identified Data as described and permitted 17 under HIPAA. 18 3. In addition to the obligations under the Agreement COUNTY agrees: 19 a. That it has no ownership rights in data or information in the Drug 20 Information Data (DID) services or content. 21 b. To restrict use of DID to licensed healthcare professional directly 22 connected with the COUNTY, either as an employee or an authorized affiliate. Such use shall 23 be made only under the supervision of, and reliance upon, the clinical discretion and judgment 24 of a licensed physician. As between the COUNTY and the publisher of the DID, COUNTY 8 1 assumes full responsibility for ensuring the appropriateness of using and relying upon the 2 information supplied by the DID publisher, in view of all attendant circumstances, indications 3 and contraindications. Except as provided above, it will not otherwise make the DID content 4 available to any person, or entity including the government, whether affiliated or not, except as 5 required by subpoena or other legal process and after notice to the owner of the content. 6 c. To maintain accurate and up to date Patient Data in all systems 7 covered by the Master Agreement. COUNTY hereby represents and warrants that is has 8 obtained from its patients all authorizations and consents required under all applicable laws in 9 order for COUNTY to provide data to CONTRACTOR (and its third party vendors If 10 applicable) and for CONTRACTOR and its vendors to use data to provide the services in 11 accordance with this Agreement. 12 d. To provide support to its Users and Consumers related to their use 13 of the Subscription Products and Services. 14 e. To notify CONTRACTOR in the event COUNTY becomes aware of 15 or suspects misuse, unauthorized access, data corruption or any other threat to the security of 16 the Subscription Products system and related data or if COUNTY receives a subpoena or 17 other legal process requiring disclosure of CONTRACTOR confidential information or DID 18 content. 19 f. In connection with the use of Red Book information in DID, 20 COUNTY acknowledges and agrees that the prices contained in Red Book are based on data 21 reported by manufacturers. The DID publishers have not preformed any independent analysis 22 of the actual prices paid by wholesalers and providers in the marketplace. Thus, actual prices 23 paid by wholesalers and providers may well vary from the prices contained in the database 24 and all prices are subject to change without notice." 9 1 2 3 4 5 6 7 8 9. New Section III-X shall be inserted following Section 111-W: "X. MyHealthPointe Kiosks: CONTRACTOR shall implement MyHealthPointe™ by providing MyHealthPointe™ kiosk services. The parties agree that MyHealthPointe™ kiosks provide hardware and an application that will be located in COUNTY waiting areas to foster continuous client engagement at the point of care. Functions of the application will allow clients the ability to; authenticate their identity, review and update demographics, verify insurance information, electronically sign administrative forms, provide information related to 9 medication adherence and management, complete clinical intake screenings and 10 assessments, and other point of care clinical messaging." 11 10. New Section Ill-Y shall be inserted following Section III-X: 12 13 "Y. Reaching Recovery System: CONTRACTOR shall implement the Reaching Recovery System which is 14 a measurement-based clinical content tool. With the purchase of the Reaching Recovery 15 System the COUNTY users receive access to four (4) mental health recovery instruments and 16 longitudinal display of client's progress data. This tool will be accessed from Avatar." 17 11. New Section 111-Z shall be inserted following Section 111-Y: 18 19 "Z. Recovery Needs Level Assessment: CONTRACTOR shall implement Reaching Recovery Needs Level 20 Assessment tools to assess clients' needs/level of care. The assessment is self-scored and 21 22 23 24 provides a recommendation of level of care ranging from most intensive to least intensive. These tools will be provided as screens in Avatar as a stand-alone assessment that provides unlimited use with clients but does not interact with/share data with the full Reaching Recovery System." 10 1 12. New Section 111-AA shall be inserted following Section 111-Z: 2 "The applications must run on a client operating system that is consistently and 3 currently supported by the operating system vendor. Applications under maintenance are 4 expected to always be current, or no more than one version behind, in regards to the required 5 client 0/S. No outdated or unsupported client 0/S will be implemented on the production 6 network. COUNTY will apply patches to both the client 0/S and security subsystems on 7 COUNTY PCs as releases are available from 0/S vendors following coordination with 8 CONTRACTOR to ensure continued operations following such updates. 9 In order to support a secure environment, the application must run on the latest 10 supported security release of any required third-party software, such as JAVA, Flash, 11 etc. COUNTY will notify CONTRACTOR when a critical security patch is released for such 12 products. CONTRACTOR will have 30 days to ensure application can perform in the updated 13 environment or such time that may be reasonably required based on the requirement. 14 COUNTY will actively run anti-virus management on all PCs. The application is expected to 15 perform adequately while anti-virus management is active." 16 13. Attachment E-1 to the Agreement shall be replaced by Revised Attachment E-1, 17 attached hereto and incorporated herein by reference. 18 14. Attachment G to the Agreement shall be replaced by Revised Attachment G, 19 attached hereto and incorporated herein by reference. 20 15. Section VIII. COMPENSATION/INVOICING, as previously modified by 21 Amendment Ill, shall be deleted in its entirety and replaced with the following: 22 "VIII. COMPENSATION/INVOICING: 23 A FEES/CHARGES 24 Refer to Revised Attachment E-1 for a schedule of all compensation payable 11 1 under this Agreement. All fees, including annual maintenance fees for Avatar, will be paid as set 2 forth in Revised Attachment E-1. In no event shall the maximum expenditure under this 3 Agreement for the entire term exceed $5,441 ,386. 4 The fees for SAIS Maintenance and Support for 28 Providers will be $47,401 for 5 the period of July 1, 2011 through June 30, 2012. The fees will be $48,823 for the period of July 6 1, 2012 through June 30,2013. The fees will be $50,287 for the period of July 1, 2013 through 7 June 30, 2014. The fees will be $51,796 for the period of July 1, 2014 through June 30, 2015. 8 The fees will be $53,350 for the period of July 1, 2015 through June 30, 2016. The fees will be 9 $54,951 for the period of July 1, 2016 through June 30, 2017. 10 Fees for Software Hosting Services shall be as follows: 11 1) Services related to migrating to a Hosted system shall be $6,400. 12 2) Set-up Services 13 Set-up services shall consist of building the live and test databases, the reporting 14 systems, and the web server system in the Netsmart Data Center. Installation of all licensed 15 programs together with any patches for optimal performance. Configuration and testing of 16 software programs. Establishing security infrastructure, establishing backup/disaster recovery 17 environments and setting up SSL connectivity. Total charges for Set-Up services shall be 18 $7,500. 19 3) Hosting Charges 20 Licensed Programs will be hosted at the Netsmart Data Center. Monthly price is 21 based upon a rate of $37 per named user per month for 615 named users per month, until 22 January 1, 2016 when the purchase will increase to 800 named users per month. Monthly fee 23 will begin on the first day of the first month following the date of execution of Amendment II. 24 Total monthly recurring charges for615 names users shall be $22,755; however, beginning on 12 1 January 1, 2016 the total monthly recurring charges for 800 names users shall be $29,600. 2 4) Consulting Services 3 For consulting services that do not fall under the scope of Additional Avatar Support 4 as indicated in Section III-E(6) of this Agreement, CONTRACTOR shall provide consulting 5 services at the rate of $225 per hour for a maximum of 100 hours per year, beginning in Fiscal 6 Year 2012-13 (July 1, 2012 to June 30, 2013). In no event shall consulting service fees paid 7 under this Agreement exceed $22,500.00 annually. Any consulting services must be requested 8 by COUNTY in writing. CONTRACTOR shall invoice COUNTY for consulting service fees as 9 used. 10 5) The following Products will be discontinued effective upon execution of 11 Amendment II: 12 i. Avatar MSO, Annual Maintenance 13 ii. HL-7 Interfaces (2), Annual Maintenance 14 iii. PeopleSoft Interface, Annual Maintenance 15 iv. Avatar Mobile (25), Annual Maintenance 16 6) In the event that Software Hosting Services are terminated pursuant to Section Ill 17 J. Software Hosting Services, Subsection 7, the monthly charges for software hosting services 18 shall cease effective upon a mutually agreed upon date with any remaining charges prorated 19 based upon the last day of provision of software hosting services by CONTRACTOR. 20 Fees for implementation of the My Avatar Upgrade will be as follows: 21 Professional fees associated with implementation of the My Avatar upgrade as 22 described in Revised Exhibit G shall be $19,800. 23 Fees for implementation of Perceptive Point of Service Scanning shall be as follows: 24 1) Avatar Perceptive Point of Service Scanning Third Party Software shall be $9,500. 13 1 2) Netsmart Monthly Subscription Fee for Avatar Perceptive Hosting for up to 50 2 named users shall be $237.41 per month. Monthly subscription fee will begin on the first day of 3 the first month after the Perceptive Point of Service Scanning go live date. 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 3) Netsmart Professional Services for Avatar Perceptive implementation as described in Revised Exhibit G shall be $7,500. 4) Netsmart Professional Services for Avatar Perceptive Hosting Set up services shall be $7,500. 5) Third Party monthly support fees for Avatar Perceptive Point of Service scanning maintenance shall be $158.33 per month. Third party monthly support fees for Avatar Perceptive Point of Service scanning maintenance will begin on the first day of the first month after the Perceptive Point of Service Scanning is made available to the COUNTY. Fees for implementation of MyHealthPointe™ fees shall be as follows: 1) MyHealthPointe™ subscription fees shall be $4,166.66 per month. The first monthly subscription fee shall begin the first day of the following month after the MyHealthPointe™ is made available to the COUNTY. 2) MyHealthPointe™ web server configuration services shall be $3,000. 3) MyHealthPointe™ implementation services shall be $9,000. 4) MyHealthPointe™ kiosks monthly subscription fees shall be $750 per month. The fees associated with the subscription shall begin 60 days after execution of Amendment IV. 5) MyHealthPointe™ kiosks monthly screening content fee shall be $500 per month. The fees associated with the subscription shall begin 60 days after execution of Amendment IV. 6) MyHealthPointe™ kiosks implementation services shall be $33,700. Fees for implementation services shall be invoiced at 50% due upon initiation of project implementation 14 1 and 50% upon project completion. 2 Consulting Fees for Implementation of the My Avatar Upgrade and Perceptive Point of 3 Service Scanning: 4 CONTRACTOR shall provide consulting and training services for the 5 implementation of the My Avatar Upgrade and the Perceptive Point of Service Scanning 6 consistent with an agreed upon project plan ("Project Plan") at the rate of $225 per hour for a 7 maximum of 448 hours for the period of July 1, 2013 through June 30, 2014. In no event shall 8 MyAvatar Upgrade and the Perceptive Point of Service Scanning consulting service fees paid 9 under this Agreement exceed $100,800 for the period of July 1, 2013 through June 30, 2014. 10 Any My Avatar Upgrade and the Perceptive Point of Service Scanning consulting services must 11 be included in the Project Plan agreed to in writing by COUNTY's Contract Administrator and 12 CONTRACTOR. CONTRACTOR shall invoice COUNTY for consulting service fees as used. 13 Fees for implementation of CareConnect shall be as follows: 14 1) Annual fees for CareConnect base subscription for up to 1,000 named users on 15 the enterprise Avatar solution shall be $15,300. The fees associated with the subscription shall 16 begin 60 days after execution of Amendment IV. 17 2) CareConnect base set up and implementation services shall be $6,000. Fees for 18 implementation services shall be invoiced at 50% due upon initiation of project implementation 19 and 50% upon project completion. 20 3) CareConnect Lab Order Outbound Interface -annual subscription fee shall be 21 $6,000. The fees associated with the subscription shall begin 60 days after execution of 22 Amendment IV. 23 4) CareConnect Lab Order implementation services shall be $6,000. Fees for 24 implementation services shall be invoiced at 50% due upon initiation of project implementation 15 1 and 50% upon project completion. 2 5) CareConnect Lab Results Inbound Interface annual subscription fee shall be 3 $6,000. The fees associated with the subscription shall begin 60 days after execution of 4 Amendment IV. 5 6) CareConnect Lab Results implementation services shall be $6,000. Fees for 6 implementation services shall be invoiced at 50% due upon initiation of project implementation 7 and 50% upon project completion. 8 7) CareConnect Referral Connector Interface annual subscription fee shall be 9 $3,000. The fees associated with the subscription shall begin 60 days after execution of 1 0 Amendment IV. 11 8) CareConnect Referral Connector implementation services shall be $5,000. Fees 12 for implementation services shall be invoiced at 50% due upon initiation of project 13 implementation and 50% upon project completion. 14 Fees for the ICD-10 and DSM-5 Upgrade shall be as follows: 15 1) Third party annual subscription for Diagnosis Content on Demand shall be 16 $8,769.12. The fees associated with the subscription shall begin 60 days after execution of 17 Amendment IV. Under this subscription, 160 named users will access DSM content for 18 recording diagnosis. In the event that more than 160 names users access DSM content for 19 recording diagnosis, a surcharge of $0.50 per month shall apply for each additional named user. 20 2) For Netsmart professional services, the Plexus Foundation Implementation-Avatar 21 product shall be $12,000. Fees for implementation services shall be invoiced at 50% due upon 22 initiation of project implementation and 50% upon project completion. 23 Fees for OrderConnect™ shall be as follows: 24 1) Annual fees for OrderConnect base subscription shall be $1,500. The fees 16 1 associated with the subscription shall begin 60 days after execution of Amendment IV. Each 2 OrderConnect facility will be allowed to fax 100 pages directly from the application per month per 3 each prescriber license purchased by COUNTY. Any fax pages in excess of the 100 page 4 allowance in any calendar month will be billed at $0.20 per page for the balance of that month. 5 2) OrderConnect base set up and implementation services shall be $6,750. Fees for 6 implementation services shall be invoiced at 50% due upon initiation of project implementation 7 and 50% upon project completion. 8 3) OrderConnect Inventory Management annual subscription fee shall be $3,000. 9 The fees associated with the subscription shall begin 60 days after execution of Amendment IV. 10 4) OrderConnect Inventory Management implementation services shall be $675. 11 Fees for implementation services shall be invoiced at 50% due upon initiation of project 12 implementation and 50% upon project completion. 13 5) OrderConnect Non-Prescriber User annual subscription fees for 33 users shall be 14 $5,148. The fees associated with the subscription shall begin 60 days after execution of 15 Amendment IV. 16 6) OrderConnect Full Suite Prescriber annual subscription fees for 51 users shall be 17 $63,648. The fees associated with the subscription shall begin 60 days after execution of 18 Amendment IV. 19 Fees for Scriptlink Hosting services shall be as follows: 20 1) Scriptlink Hosting Services annual subscription fee shall be $15,000. The fees 21 associated with the subscription shall begin 60 days after execution of Amendment IV. 22 Fees for Reaching Recovery System shall be as follows: 23 1) Netsmart subscription fees for the Reaching Recovery System to support 2,500 24 clients shall be $25,000. The fees associated with the subscription shall begin July 1, 2015. 17 1 2) Reaching Recovery System Clinical Content Implementation fee is $2,000. Fees 2 for implementation services shall be invoiced at 50% due upon initiation of project 3 implementation and 50% upon project completion. 4 Fees for the Recovery Needs Level Assessment services shall be as follows: 5 1) Recovery Needs Level Assessment Term License annual fee shall be $2,500. The 6 fees associated with the subscription shall begin July 1, 2015. 7 2) Recovery Needs Level Assessment Term Maintenance annual fee shall be $525. 8 The fees associated with the subscription shall begin July 1, 2015. 9 3) Netsmart fees for the Recovery Needs Level Assessment implementation services 10 shall be $600. Fees for implementation services shall be invoiced at 50% due upon initiation of 11 project implementation and 50% upon project completion. 12 It is understood that all expenses incidental to CONTRACTOR'S performance of services 13 under this Agreement shall be borne by CONTRACTOR. 14 B. INVOICE SCHEDULE-AVATAR AND SAIS INSTALLATION, TRAINING AND 15 LICENSE FEES AND SOFTWARE HOSTING SERVICES AND IMPLEMENTATION OF 16 MY AVATAR UPDGRADE AND PERCEPTIVE POINT OF SERVICE SCANNING, 17 CARECONNECT™,ICD-10 & DSM-5 UPGRADE, ORDERCONNECT™, ORDERCONNECT 18 INVENTORY MANAGEMENT MODULE, AND SCRIPTLINK HOSTING SERVICES: 19 CONTRACTOR shall invoice COUNTY for the products and services according to 20 the following plan and as shown in Revised Attachment E-1: 21 1) 50% of Total SAIS Software upon execution of Amendment I to this Agreement. 22 2) 50% of Total SAIS Software Installation upon First Production Use as defined in 23 the Project Plan. 24 3) CONTRACTOR shall invoice COUNTY for Software Hosting Services according 18 1 to the following plan: 2 a) Professional set-up services shall be $7,500 and data migration from 3 client server to Netsmart data center shall be $6,400 with both amounts to be invoiced by 4 CONTRACTOR upon execution of Amendment II. 5 b) The total amount payable to CONTRACTOR by COUNTY for 6 Professional set-up services and data migration shall be $13,900. 7 c) For Software Hosting Services, the monthly recurring charges shall be 8 $22,755 for 615 names users and will begin on the first day of the first month following the 9 date Amendment II is executed. Thereafter, beginning on January 1, 2016 the monthly 10 recurring charges shall be $29,600 for 800 names users and will begin on the first day of the 11 first month of January 2016. 12 4) For Implementation of the MyAvatar Upgrade, professional services shall be 13 $19,800 with 50% of this amount to be invoiced by CONTRACTOR upon execution of 14 Amendment Ill. The balance (50%) will be invoiced by CONTRACTOR upon successful 15 implementation. 16 5) For implementation of the Perceptive Point of Service Scanning, professional 17 services for Avatar Perceptive Implementation shall be $7,500 with 50% of this amount to be 18 invoiced by CONTRACTOR upon execution of Amendment Ill. The balance (50%) will be 19 invoiced by CONTRACTOR upon completion of the Perceptive Point of Service Scanning 20 professional services tasks listed in the Project Plan. 21 6) For implementation of the Perceptive Point of Service Scanning, professional 22 services for Avatar Perceptive Hosting set up shall be $7,500 with 50% of this amount to be 23 invoiced by CONTRACTOR upon execution of Amendment Ill. The balance (50%) will be 24 invoiced by CONTRACTOR upon completion of the Hosting set-up professional services 19 1 tasks listed in the Project Plan. 2 7) For implementation of Avatar Perceptive Point of Service Scanning, Third Party 3 Software shall be $9,500 to be invoiced by CONTRACTOR upon execution of Amendment Ill. 4 8) For implementation of Avatar Perceptive Point of Service Scanning, the 5 Netsmart monthly subscription fee for Avatar Perceptive Hosting for up to 50 named users 6 shall be $237.41 per month. The monthly subscription fee for Avatar Perceptive Hosting will 7 begin on the first day of the first month after the Perceptive Point of Service Scanning is made 8 available to COUNTY. 9 9) For implementation of Avatar Perceptive Point of Service Scanning, Third Party 10 Monthly Support Fees of $158.33 per month for Avatar Perceptive Point of Service Scanning 11 Maintenance shall begin on the first day of the first month after the Perceptive Point of Service 12 Scanning is made available to COUNTY. 13 10) For implementation of MyHealthPointe™, the MyHealthPointe™ monthly 14 subscription fee shall be $4,166.66 per month. The monthly subscription fee shall begin on 15 the first day of the first month after the MyHealthPointe™ is made available to COUNTY. 16 11) For implementation of MyHealthPointe™, MyHealthPointe™ web server 17 configuration services shall be $3,000 with 50% of this amount to be invoiced by 18 19 20 21 22 23 24 CONTRACTOR upon execution of Amendment Ill. The balance (50%) will be invoiced by CONTRACTOR after completion of the web server configuration. 12) For implementation of MyHealthPointe™, professional services for MyHealthPointe™.implementation services shall be $9,000 with 50% of this amount to be invoiced by CONTRACTOR upon execution of Amendment Ill. The balance (50%) will be invoiced by CONTRACTOR after completion of the MyHealthPointe™ professional services 20 1 tasks listed in the Project Plan. 2 13) Annual fees for CareConnect base subscription shall begin 60 days after 3 execution of Amendment IV. 4 14) CareConnect base set up and implementation services shall be invoiced at 50% 5 due upon initiation of project implementation and 50% upon project completion. 6 15)1nterface-Lab Order Outbound Interface-annual subscription fee shall begin 7 60 days after execution of Amendment IV. 8 16) CareConnect Lab Order implementation services shall be invoiced at 50% due 9 upon initiation of project implementation and 50% upon project completion. 10 17) Interface-Lab Results Inbound Interface annual subscription fee shall begin 60 11 days after execution of Amendment IV. 12 18) CareConnect Lab Results implementation services shall be invoiced at 50% 13 due upon initiation of project implementation and 50% upon project completion. 14 19) CareConnect Referral Connector Interface annual subscription fee shall begin 15 60 days after execution of Amendment IV. 16 20) CareConnect Referral Connector implementation services shall be invoiced at 17 50% due upon initiation of project implementation and 50% upon project completion. 18 21) Third party annual subscription for Diagnosis Content on Demand shall begin 19 60 days after execution of Amendment IV. 20 22) For Netsmart professional services, the Plexus Foundation lmplementation- 21 Avatar product fees for implementation services shall be invoiced at 50% due upon initiation 22 of project implementation and 50% upon project completion. 23 23) Annual fees for OrderConnect base subscription shall begin 60 days after 24 execution of Amendment IV. 21 1 24) OrderConnect base set up and implementation services shall be invoiced at 2 50% due upon initiation of project implementation and 50% upon project completion. 3 25) OrderConnect Inventory Management annual subscription fee shall begin 60 4 days after execution of Amendment IV. 5 26) OrderConnect Inventory Management implementation services shall be 6 invoiced at 50% due upon initiation of project implementation and 50% upon project 7 completion. 8 27) OrderConnect Non-Prescriber User annual subscription fees shall begin 60 9 days after execution of Amendment IV. 10 28) OrderConnect Full Suite Prescriber annual subscription fees shall begin 60 11 days after execution of Amendment IV. 12 29) Scriptlink Hosting Services annual subscription fee shall shall begin 60 days 13 after execution of Amendment IV. 14 30) For implementation of MyHealthPointe ™ kiosks, the implementation fee shall 15 be $33,700 with 50% of this amount to be invoiced by CONTRACTOR upon execution of 16 Amendment IV. The balance (50%) will be invoiced by CONTRACTOR after completion of 17 the MyHealthPointe TM kiosks go live date. 18 31) For implementation of the MyHealthPointe TM kiosks, the Netsmart monthly fee 19 shall be $750 per month. The monthly fee will begin on the first day of the first month 20 following the MyHealthPointe TM kiosks go live date. 21 32) For implementation of the MyHealthPointe TM kiosks, the screening content 22 monthly fee shall be $500 per month. The monthly fee will begin on the first day of the first 23 month following the MyHealthPointe ™ kiosks go live date. 24 33) Netsmart subscription fees for the Reaching Recovery System shall begin July 22 1 1, 2015. 2 34) Reaching Recovery System Clinical Content Implementation fee is shall be 3 invoiced at 50% due upon initiation of project implementation and 50% upon project 4 completion. 5 35) Recovery Needs Level Assessment Term License annual fee shall begin July 1, 6 2015. 7 36) Recovery Needs Level Assessment Term Maintenance annual fee shall begin 8 July 1, 2015. 9 37) Netsmart fees for the Recovery Needs Level Assessment implementation 10 services shall be invoiced at 50% due upon initiation of project implementation and 50% upon 11 project completion. 12 13 c. SYSTEM MAINTENANCE AND SUPPORT FEES: COUNTY shall pay CONTRACTOR for Avatar System Maintenance and 14 Support for 615 named users and 200 concurrent users, up to January 1, 2016, at that point 15 support will be provided for 800 named users and 200 concurrent users through the end of 16 this Agreement. COUNTY shall pay CONTRACTOR for SAIS System Maintenance and 17 Support for 28 Providers, and COUNTY shall pay CONTRACTOR for Software Hosting 18 Services, and COUNTY shall pay CONTRACTOR for Avatar Perceptive Hosting for up to 50 19 users, and COUNTY shall pay CONTRACTOR for Third Party Monthly Support fees for 20 Avatar Perceptive Point of Services Scanning Maintenance and COUNTY shall pay 21 CONTRACTOR for MyHealthPointe™ Subscription fees, and MyHealthPointe™ Kiosks 22 Subscription fees, and MyHealthPointe™ subscription screening fees, and COUNTY shall pay 23 CONTRACTOR for CareConnect base subscription fees, and COUNTY shall pay 24 CONTRACTOR for fees associated with CareConnect Lab Order Outbound Interface to two 23 1 laboratories, and for fees associated with CareConnect Lab Results Inbound interface from 2 two laboratories, and for fees associated with CareConnect Referral Connector, and COUNTY 3 shall pay CONTRACTOR for Third Party subscription fees for Diagnosis Content on Demand 4 for 160 named users, and COUNTY shall pay CONTRACTOR for OrderConnect™ Full Suite- S Prescriber subscription fees for 51 prescribers, and COUNTY shall pay CONTRACTOR for 6 OrderConnect™ Non-Prescribing User subscription fees for 33 non-prescribers, and 7 COUNTY shall pay CONTRACTOR for OrderConnect™ base fees, and COUNTY shall pay 8 CONTRACTOR for OrderConnect™ Inventory Management Module subscription fees, and 9 COUNTY shall pay CONTRACTOR for Scriptlink hosting subscription fees, and Netsmart 10 subscription fees for the Reaching Recovery System, and Recovery Needs Level Assessment 11 Term License, and Recovery Needs Level Assessment Term Maintenance as set forth 12 hereinabove and in Revised Attachment E-1. 13 CONTRACTOR shall invoice COUNTY for Avatar and SAIS System 14 Maintenance and Support and Software Hosting Services and Avatar Perceptive Hosting 15 services and Avatar Perceptive Point of Service Scanning Maintenance and MyHealthPointe™ 16 subscription fees, MyHealthPointe™ Kiosks Subscription fees, MyHealthPointe™ subscription 17 screening fees, CareConnect base subscription fees, for fees associated with CareConnect 18 19 Lab Order Outbound Interface to two laboratories, and for fees associated with CareConnect Lab Results Inbound interface from two laboratories, and for fees associated with 20 CareConnect Referral Connector, Diagnosis Content on Demand subscription fees, 21 22 23 OrderConnect™ Full Suite-Prescriber subscription fees, OrderConnect™ Non-Prescribing user subscription fees, OrderConnect™ base subscription fees, OrderConnect™ Inventory Management Module subscription fees, and Scriptlink hosting subscription fees, Netsmart 24 subscription fees for the Reaching Recovery System, and Recovery Needs Level Assessment 24 1 Term License, and Recovery Needs Level Assessment Term Maintenance annually and 2 separately in advance. COUNTY represents that Avatar and SAIS Systems Maintenance 3 and Support and Software Hosting Services, Avatar Perceptive Hosting services and Avatar 4 Perceptive Point of Service Scanning Maintenance, MyHealthPointe™ subscription fees, 5 CareConnect base subscription fees, CareConnect Optional Interface-Lab order Outbound 6 and Inbound subscription fees, Diagnosis Content on Demand subscription fees, 7 OrderConnect™ Full Suite-Prescriber subscription fees, OrderConnect™ Non-Prescribing 8 user subscription fees, OrderConnect™ base subscription fees, OrderConnect™ Inventory 9 Management Module subscription fees, and Scriptlink hosting subscription fees, Netsmart 10 subscription fees for the Reaching Recovery System, and Recovery Needs Level Assessment 11 Term License, and Recovery Needs Level Assessment Term Maintenance are not subject to 12 the State sales tax or similar taxes due to Avatar System Software and Maintenance 13 Releases being transmitted by remote telecommunications from CONTRACTOR to COUNTY. 14 Any sales or similar tax which may be assessed shall be paid by COUNTY. 15 D. ADDITIONAL USER LICENSE FEES AND MAINTENANCE 16 For the Term of this Agreement COUNTY may opt to purchase and shall pay 17 CONTRACTOR for Avatar additional licenses above the initia1615 named user licenses 18 purchased by COUNTY and Avatar System Maintenance and Support fees for these additional 19 licenses as follows: 20 21 1) 2) 22 per named license. Additional Avatar User License (taxable)$ 800 per user per year. Additional Avatar Annual Maintenance I License (non-taxable) at $168 23 COUNTY shall pay CONTRACTOR $2,000 per year for each additional SAIS 24 Provider for SAIS Annual Maintenance and Support fees, beginning in Fiscal Year 2012-13. 25 1 For Software Hosting Services, COUNTY shall pay CONTRACTOR $37 per 2 month per additional named user. 3 For Avatar Perceptive Hosting services, COUNTY shall pay CONTRACTOR 4 $4.75 per month per additional named user. 5 For Diagnosis Content on Demand, COUNTY shall pay CONTRACTOR $0.50 6 per month per additional named user. 7 E. FEE CHANGES 8 CONTRACTOR may increase maintenance and support fees upon thirty (30) days 9 advance written notice to COUNTY, provided that CONTRACTOR shall not increase such fees 10 more than once in any one-year period, and provided further that each increase will not exceed 11 the previous year's fees by the lesser of three percent (3%) per year or the cumulative 12 percentage increase in the Consumer Price Index, All Urban Consumers for the United States- 13 Medical Care, during the previous calendar year. Notwithstanding the foregoing, there shall be 14 no charge for Additional Avatar Support, beyond the amounts listed in Revised Attachment E-1. 15 16 17 F. REGULATORY CHANGES State and Federal regulatory changes are to be included as part of the Avatar and SAIS Systems Maintenance and Support and Software Hosting Services and implementation of 18 the MyAvatar Upgrade, the Perceptive Point of Service Scanning, MyHealthPointe™, 19 MyHealthPointe™ Kiosks, CareConnect, ICD-10 and DSM-5 Upgrade, OrderConnect™, 20 OrderConnect™ Inventory Management Module, Reaching Recovery System, Recovery Needs 21 Level Assessment and Scriptlink hosting as long as the change is a change to a current function 22 of the System. Also included are changes required by the discovery of current regulatory 23 requirements that have not been applied in the Avatar and/or SAIS and/or MyAvatar Upgrade 24 and/or Perceptive Point of Service Scanning and/or MyHealthPointe™ Systems and/or 26 1 2 3 4 5 6 7 8 9 MyHealthPointe™Kiosks and/or Software Hosting Services and/or CareConnect and/or ICD-10 & DSM-5 Upgrade and/or OrderConnect™ and/or OrderConnect™ Inventory Management Module and/or Reaching Recovery System and/or Recovery Needs Level Assessment and/or Scriptlink Hosting services. Any change mandated by California or federal regulatory requirements resulting in new Avatar and/or SAIS and/or MyAvatar Upgrade and/or Perceptive Point of Service Scanning and/or MyHealthPointe™ Systems functionality and/or MyHealthPointe™ Kiosks and/or Software Hosting Services and/or CareConnect and/or ICD-10 & DSM-5 Upgrade and/or OrderConnect™ and/or OrderConnect™ Inventory Management Module and/or Reaching Recovery System and/or Recovery Needs Level Assessment and/or Scriptlink Hosting 10 services, where that function does not exist as a current function of the System, will be an 11 12 13 14 15 enhancement to the Avatar and/or SAIS and/or My Avatar Upgrade and/or Perceptive Point of Service Scanning and/or MyHealthPointe™ and/or Software Hosting Services Systems and/or CareConnect and/or ICD-1 0 & DSM-5 Upgrade and/or OrderConnect™ and/or OrderConnect™ Inventory Management Module and/or Reaching Recovery System and/or Recovery Needs Level Assessment and/or Scriptlink Hosting services at an additional cost to COUNTY as 16 Additional Maintenance Services, at the cost identified in Section VIII-G. 17 18 19 G. ADDITIONAL AVATAR SUPPORT (ALSO KNOWN AS ADDITIONAL MAINTENANCE SERVICES): COUNTY shall pay CONTRACTOR's current prevailing rate ($1 ,600 currently) per 20 day for Additional Maintenance Services provided by CONTRACTOR pursuant to Section III.E.6 21 of this Agreement. This rate shall not increase by more than 3% per year during the term of this 22 Agreement. In no event shall Additional Maintenance Service Fees paid under this Agreement 23 exceed $105,000.00 annually. Any Additional Maintenance Services must be requested by 24 COUNTY in writing. CONTRACTOR shall invoice COUNTY for Additional Maintenance Service 27 1 Fees as used. However, beginning with Fiscal Year 2012-13 (July 1, 2012-June 30, 2013) and 2 through the remainder of the contract term, such Additional Avatar Support funding is not part of 3 this Agreement. 4 H. INVOICING/PAYMENT 5 CONTRACTOR shall submit all invoices to COUNTY of Fresno, Department of 6 Behavioral Health, Accounts Receivable, P.O Box 4500., Fresno, CA 93718, Attention: Business 7 Office. COUNTY shall mail payment within 45 days of receipt of a proper invoice. Payment 8 shall be mailed to Netsmart Technologies, Inc., 4950 College Boulevard, Overland Park, KS 9 66211. 10 I. TRAVEL AND TEMPORARY LIVING EXPENSES 11 Travel and temporary living expenses incurred by CONTRACTOR as requested by 12 the County of Fresno and will be compensated according to the COUNTY rules listed below as 13 Items 1-5. 14 1) Any subsequent travel and temporary living expenses incurred by 15 CONTRACTOR for the purpose of problem resolutions or for the provision of additional services 16 in regards to the Avatar System require COUNTY approval and shall not exceed the following: 17 2) Air travel, not to exceed the coach or tourist class rate, to COUNTY's 18 location, and shall be purchased using procedures, which result in the lowest available net 19 COUNTY cost. 20 3) Auto rentals while at COUNTY's location, not to exceed one medium-size 21 rental auto for every two (2) CONTRACTOR employees. 22 4) The standard COUNTY per diem rate will be paid for meals, cost of lodging, 23 mileage and miscellaneous expenses, such as taxi fares (where no rental car is involved), 24 parking and tips, etc., directly related to a business trip to COUNTY's location. 28 1 2 3 4 5) CONTRACTOR will retain on file and available upon request by COUNTY, receipts, invoices or other documents to verify such expenses. J. TAXES Federal, California and local taxes are included in the fees set forth in this 5 Agreement as they are specifically identified. COUNTY shall pay all taxes, however designated, 6 which are levied on this Agreement, or the products or services, excluding taxes based upon 7 CONTRACTOR's income. COUNTY will provide CONTRACTOR with a copy of any tax 8 exemption certificates, which are applicable." 9 16. Section L. entitled Health Insurance Portability and Accountability Act, beginning at 10 line 23 of page IX of Attachment A to the Agreement shall be deleted in its entirety and replaced 11 with the following: 12 L. "HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT 13 A. The parties to this Agreement shall be in strict conformance with all applicable 14 Federal and State of California laws and regulations, including but not limited to Sections 15 5328, 10850, and 14100.2 etseq. of the Welfare and Institutions Code, Sections 2.1 and 16 431.300 et seq. of Title 42, Code of Federal Regulations (CFR), Section 56 et seq. of the 17 California Civil Code and the Health Insurance Portability and Accountability Act (HIPAA), 18 including but not limited to Section 1320 D et seq. of Title 42, United States Code (USC) and 19 its implementing regulations, including, but not limited to Title 45, CFR, Sections 142, 160, 20 162, and 164, The Health Information Technology for Economic and Clinical Health Act 21 (HITECH) regarding the confidentiality and security of patient information, and the Genetic 22 Information Nondiscrimination Act (GINA) of 2008 regarding the confidentiality of genetic 23 information. 24 Except as otherwise provided in this Agreement, CONTRACTOR, as a Business 29 1 Associate of COUNTY, may use or disclose Protected Health Information (PHI) to perform 2 functions, activities or services for or on behalf of COUNTY, as specified in this Agreement, 3 provided that such use or disclosure shall not violate the Health Insurance Portability and 4 Accountability Act (HIPAA), USC 1320d et seq. The uses and disclosures of PHI may not be 5 more expansive than those applicable to COUNTY, as the "Covered Entity" under the HIPAA 6 Privacy Rule (45 CFR 164.500 et seq.), except as authorized for management, administrative 7 or legal responsibilities of the Business Associate. 8 B. CONTRACTOR, including its subcontractors and employees, shall protect, from 9 unauthorized access, use, or disclosure of names and other identifying information, including 10 genetic information, concerning persons receiving services pursuant to this Agreement, 11 except where permitted in order to carry out data aggregation purposes for health care 12 operations [45 CFR Sections 164.504 (e)(2)(i), 164.504 (3)(2)(ii)(A), and 164.504 (e)(4)(i)] 13 This pertains to any and all persons receiving services pursuant to a COUNTY funded 14 program. This requirement applies to electronic PHI. CONTRACTOR shall not use such 15 identifying information or genetic information for any purpose other than carrying out 16 CONTRACTOR's obligations under this Agreement. 17 C. CONTRACTOR, including its subcontractors and employees, shall not disclose 18 any such identifying information or genetic information to any person or entity, except as 19 otherwise specifically permitted by this Agreement, authorized by Subpart E of 45 CFR Part 20 164 or other law, required by the Secretary, or authorized by the client/patient in writing. In 21 using or disclosing PHI that is permitted by this Agreement or authorized by law, 22 CONTRACTOR shall make reasonable efforts to limit PHI to the minimum necessary to 23 accomplish intended purpose of use, disclosure or request. 24 D. For purposes of the above sections, identifying information shall include, but not 30 1 be limited to name, identifying number, symbol, or other identifying particular assigned to the 2 individual, such as finger or voice print, or photograph. 3 E. For purposes of the above sections, genetic information shall include genetic 4 tests of family members of an individual or individual, manifestation of disease or disorder of 5 family members of an individual, or any request for or receipt of, genetic services by individual 6 or family members. Family member means a dependent or any person who is first, second, 7 third, or fourth degree relative. 8 F. CONTRACTOR shall provide access, at the request of COUNTY, and in the 9 time and manner designated by COUNTY, to PHI in a designated record set (as defined in 45 10 CFR Section 164.501), to an individual or to COUNTY in order to meet the requirements of 45 11 CFR Section 164.524 regarding access by individuals to their PHI. With respect to individual 12 requests, access shall be provided within thirty (30) days from request. Access may be 13 extended if CONTRACTOR cannot provide access and provides individual with the reasons 14 for the delay and the date when access may be granted. PHI shall be provided in the form 15 and format requested by the individual or COUNTY. 16 CONTRACTOR shall make any amendment(s) to PHI in a designated record set 17 at the request of COUNTY or individual, and in the time and manner designated by COUNTY 18 in accordance with 45 CFR Section 164.526. 19 CONTRACTOR shall provide to COUNTY or to an individual, in a time and 20 manner designated by COUNTY, information collected in accordance with 45 CFR Section 21 164.528, to permit COUNTY to respond to a request by the individual for an accounting of 22 disclosures of PHI in accordance with 45 CFR Section 164.528. 23 G. CONTRACTOR shall report to COUNTY, in writing, any knowledge or 24 reasonable belief that there has been unauthorized access, viewing, use, disclosure, security 31 1 incident, or breach of unsecured PHI not permitted by this Agreement of which it becomes 2 aware, immediately and without reasonable delay and in no case later than two (2) business 3 days of discovery. For the purposes of this Agreement, "Security incident" does not include 4 trivial incidents that occur on a daily basis, such as scans, "pings", or unsuccessful attempts to 5 penetrate computer networks or servers maintained by CONTRACTOR. Immediate 6 notification shall be made to COUNTY's Information Security Officer and Privacy Officer and 7 COUNTY's DPH HIPAA Representative, within two (2) business days of discovery. The 8 notification shall include, to the extent possible, the identification of each individual whose 9 unsecured PHI has been, or is reasonably believed to have been, accessed, acquired, used, 10 disclosed, or breached. CONTRACTOR shall take prompt corrective action to cure any 11 deficiencies and any action pertaining to such unauthorized disclosure required by applicable 12 Federal and State Laws and regulations. CONTRACTOR shall investigate such breach and is 13 responsible for all notifications required by law and regulation or deemed necessary by 14 COUNTY and shall provide a written report of the investigation and reporting required to 15 COUNTY's Information Security Officer and Privacy Officer and COUNTY's DPH HIPAA 16 Representative. This written investigation and description of any reporting necessary shall be 17 postmarked within the thirty (30) working days of the discovery of the breach to the addresses 18 below: 19 County of Fresno Dept. of Behavioral Health 20 HIPAA Representative (559) 600-9180 21 4441 E. Kings Canyon Road Fresno, CA 93702 22 County of Fresno Dept. of Public Health Privacy Officer (559) 600-6405 P.O. Box 11867 Fresno, CA 93775 County of Fresno Information Technology Services Information Security Officer (559) 600-5800 2048 N. Fine Street Fresno, CA 93727 H. CONTRACTOR shall make its internal practices, books, and records relating to 23 24 the use and disclosure of PHI received from COUNTY, or created or received by the 32 1 CONTRACTOR on behalf of COUNTY, in compliance with HIPAA's Privacy Rule, including, 2 but not limited to the requirements set forth in Title 45, CFR, Sections 160 and 164. 3 CONTRACTOR shall make its internal practices, books, and records relating to the use and 4 disclosure of PHI received from COUNTY, or created or received by the CONTRACTOR on 5 behalf of COUNTY, available to the United States Department of Health and Human Services 6 (Secretary) upon demand. 7 CONTRACTOR shall cooperate with the compliance and investigation reviews 8 conducted by the Secretary. PHI access to the Secretary must be provided during the 9 CONTRACTOR's normal business hours, however, upon exigent circumstances access at 10 any time must be granted. Upon the Secretary's compliance or investigation review, if PHI is 11 unavailable to CONTRACTOR and in possession of a Subcontractor, it must certify efforts to 12 obtain the information to the Secretary. 13 I. Safeguards 14 CONTRACTOR shall implement administrative, physical, and technical 15 safeguards as required by the HIPAA Security Rule, Subpart C of 45 CFR 164, that 16 reasonably and appropriately protect the confidentiality, integrity, and availability of PHI, 17 including electronic PHI, that it creates, receives, maintains or transmits on behalf of COUNTY 18 and to prevent unauthorized access, viewing, use, disclosure, or breach of PHI other than as 19 provided for by this Agreement. CONTRACTOR shall conduct an accurate and thorough 20 assessment of the potential risks and vulnerabilities to the confidential, integrity and 21 availability of electronic PHI. CONTRACTOR shall develop and maintain a written information 22 privacy and security program that includes administrative, technical and physical safeguards 23 appropriate to the size and complexity of CONTRACTOR's operations and the nature and 24 scope of its activities. Upon COUNTY's request, CONTRACTOR shall provide COUNTY with 33 1 information concerning such safeguards. 2 CONTRACTOR shall implement strong access controls and other security 3 safeguards and precautions in order to restrict logical and physical access to confidential, 4 personal (e.g., PHI) or sensitive data to authorized users only. Said safeguards and 5 precautions shall include the following administrative and technical password controls for all 6 systems used to process or store confidential, personal, or sensitive data: 7 1. Passwords must not be: 8 a. Shared or written down where they are accessible or 9 recognizable by anyone else; such as taped to computer screens, stored under keyboards, or 10 visible in a work area; 11 12 13 14 15 16 17 2. b. A dictionary word; or c. Stored in clear text Passwords must be: a. b. c. d. Eight (8) characters or more in length; Changed every ninety (90) days; Changed immediately if revealed or compromised; and Composed of characters from at least three (3) of the 18 following four (4) groups from the standard keyboard: 19 1) Upper case letters (A-Z); 20 21 22 23 2) 3) 4) Lowercase letters (a-z); Arabic numerals (0 through 9); and Non-alphanumeric characters (punctuation symbols). CONTRACTOR shall implement the following security controls on each 24 workstation or portable computing device (e.g., laptop computer) containing confidential, 34 1 personal, or sensitive data: 2 1. Network-based firewall and/or personal firewall; 3 2. Continuously updated anti-virus software; and 4 3. Patch management process including installation of all operating 5 system/software vendor security patches. 6 CONTRACTOR shall utilize a commercial encryption solution that has received 7 FIPS 140-2 validation to encrypt all confidential, personal, or sensitive data stored on portable 8 electronic media (including, but not limited to, compact disks and thumb drives) and on 9 portable computing devices (including, but not limited to, laptop and notebook computers). 10 CONTRACTOR shall not transmit confidential, personal, or sensitive data via e- 11 mail or other internet transport protocol unless the data is encrypted by a solution that has 12 been validated by the National Institute of Standards and Technology (NIST) as conforming to 13 the Advanced Encryption Standard (AES) Algorithm. CONTRACTOR must apply appropriate 14 sanctions against its employees who fail to comply with these safeguards. CONTRACTOR 15 must adopt procedures for terminating access to PHI when employment of employee ends. 16 J. Mitigation of Harmful Effects 17 CONTRACTOR shall mitigate, to the extent practicable, any harmful effect that 18 is suspected or known to CONTRACTOR of an unauthorized access, viewing, use, 19 disclosure, or breach of PHI by CONTRACTOR or its subcontractors in violation of the 20 requirements of these provisions. CONTRACTOR must document suspected or known 21 harmful effects and the outcome. 22 23 K. CONTRACTOR's Subcontractors CONTRACTOR shall ensure that any of its contractors, including 24 subcontractors, if applicable, to whom CONTRACTOR provides PHI received from or created 35 1 or received by CONTRACTOR on behalf of COUNTY, agree to the same restrictions, 2 safeguards, and conditions that apply to CONTRACTOR with respect to such PHI and to 3 incorporate, when applicable, the relevant provisions of these provisions into each 4 subcontract or sub-award to such agents or subcontractors. 5 L. Employee Training and Discipline 6 CONTRACTOR shall train and use reasonable measures to ensure compliance 7 with the requirements of these provisions by employees who assist in the performance of 8 functions or activities on behalf of COUNTY under this Agreement and use or disclose PHI 9 and discipline such employees who intentionally violate any provisions of these provisions, 10 including termination of employment. 11 M. Termination for Cause 12 Upon COUNTY's knowledge of a material breach of these provisions by 13 CONTRACTOR, COUNTY shall either: 14 1. Provide an opportunity for CONTRACTOR to cure the breach or end the 15 violation and terminate this Agreement if CONTRACTOR does not cure the breach or end the 16 violation within the time specified by COUNTY; or 17 2. Immediately terminate this Agreement if CONTRACTOR has breached a 18 material term of these provisions and cure is not possible. 19 3. If neither cure nor termination is feasible, the COUNTY's Privacy Officer 20 shall report the violation to the Secretary of the U.S. Department of Health and Human 21 Services. 22 N. Judicial or Administrative Proceedings 23 COUNTY may terminate this Agreement in accordance with the terms and 24 conditions of this Agreement as written hereinabove, if: (1) CONTRACTOR is found guilty in 36 1 a criminal proceeding for a violation of the HIPAA Privacy or Security Laws or the HITECH 2 Act; or (2) there is a finding or stipulation that the CONTRACTOR has violated a privacy or 3 security standard or requirement of the HITECH Act, HIPAA or other security or privacy laws 4 in an administrative or civil proceeding in which the CONTRACTOR is a party. 5 0. Effect of Termination 6 Upon termination or expiration of this Agreement for any reason, 7 CONTRACTOR shall return or destroy all PHI received from COUNTY (or created or received 8 by CONTRACTOR on behalf of COUNTY) that CONTRACTOR still maintains in any form, 9 and shall retain no copies of such PHI. If return or destruction of PHI is not feasible, it shall 10 continue to extend the protections of these provisions to such information, and limit further 11 use of such PHI to those purposes that make the return or destruction of such PHI infeasible. 12 This provision shall apply to PHI that is in the possession of subcontractors or agents, if 13 applicable, of CONTRACTOR. If CONTRACTOR destroys the PHI data, a certification of date 14 and time of destruction shall be provided to the COUNTY by CONTRACTOR. 15 P. Disclaimer 16 COUNTY makes no warranty or representation that compliance by 17 CONTRACTOR with these provisions, the HITECH Act, HIPAA or the HIPAA regulations will 18 be adequate or satisfactory for CONTRACTOR's own purposes or that any information in 19 CONTRACTOR's possession or control, or transmitted or received by CONTRACTOR, is or 20 will be secure from unauthorized access, viewing, use, disclosure, or breach. CONTRACTOR 21 is solely responsible for all decisions made by CONTRACTOR regarding the safeguarding of 22 PHI. 23 Q. Amendment 24 The parties acknowledge that Federal and State laws relating to electronic data 37 1 security and privacy are rapidly evolving and that amendment of these provisions may be 2 required to provide for procedures to ensure compliance with such developments. The parties 3 specifically agree to take such action as is necessary to amend this agreement in order to 4 implement the standards and requirements of HIPAA, the HIPAA regulations, the HITECH Act 5 and other applicable laws relating to the security or privacy of PHI. COUNTY may terminate 6 this Agreement upon thirty (30) days written notice in the event that CONTRACTOR does not 7 enter into an amendment providing assurances regarding the safeguarding of PHI that 8 COUNTY in its sole discretion, deems sufficient to satisfy the standards and requirements of 9 HIPAA, the HIPAA regulations and the HITECH Act. 10 R. No Third-Party Beneficiaries 11 Nothing expressed or implied in the terms and conditions of these provisions is 12 intended to confer, nor shall anything herein confer, upon any person other than COUNTY or 13 CONTRACTOR and their respective successors or assignees, any rights, remedies, 14 obligations or liabilities whatsoever. 15 S. Interpretation 16 The terms and conditions in these provisions shall be interpreted as broadly as 17 necessary to implement and comply with HIPAA, the HIPAA regulations and applicable State 18 laws. The parties agree that any ambiguity in the terms and conditions of these provisions 19 shall be resolved in favor of a meaning that complies and is consistent with HIPAA and the 20 HIPAA regulations. 21 T. Regulatory References 22 A reference in the terms and conditions of these provisions to a section in the 23 HIPAA regulations means the section as in effect or as amended. 24 U. Survival 38 1 The respective rights and obligations of CONTRACTOR as stated in this Section 2 shall survive the termination or expiration of this Agreement. 3 V. No Waiver of Obligations 4 No change, waiver or discharge of any liability or obligation hereunder on any 5 one or more occasions shall be deemed a waiver of performance of any continuing or other 6 obligation, or shall prohibit enforcement of any obligation on any other occasion." 7 17. The subsection NOTICES, as set forth in Section IX on page 33 of the original 8 Agreement, shall be deleted in its entirety and replaced with the following: 9 "NOTICES: The persons and their addresses having authority to give and receive 10 notices under this Agreement are as follows: 11 12 13 14 COUNTY COUNTY OF FRESNO Mr. Robert W. Bash Director, Internal Services Department 2048 N. Fine Street Fresno, CA 93727 CONTRACTOR Netsmart Technologies, a Delaware Corporation Mr. Joseph McGovern Executive Vice President 3500 Sunrise Highway, Suite D122 Great River, NY 11739 15 Any and all notices between COUNTY and the CONTRACTOR provided for or 16 permitted under this Agreement or by law shall be in writing and shall be deemed duly served 17 when personally delivered to one of the parties, or in lieu of such personal services, when 18 deposited in the United States Mail, postage prepaid, Certified Mail, addressed to such party." 19 18. COUNTY and CONTRACTOR agree that this Fourth Amendment is sufficient to 20 amend the Agreement and, that upon execution of this Fourth Amendment, the Agreement, 21 the First Amendment, the Second Amendment, the Third Amendment, and this Fourth 22 Amendment together shall be considered the Agreement. The Agreement, as hereby 23 amended, is ratified and continued. All provisions, terms, covenants, conditions and promises 24 contained in the Agreement and not amended herein shall remain in full force and effect. 39 ... I :i~ I . 1 IN WITNESS WHEREOF, the parties have executed this Third Amendment to 3 4 5 3500 Sunrise Highway., Suite D122 6 Great River, N.Y. 11739 7 8 9 10 11 15 DATE: 2-Z)-ZOIS REVIEWED & RECOMMENDED FOR APPROVAL 16 APPROVEDASTOLEGALFORM Daniel C. CederborQ, County Counsel 17 18 19 20 21 FOR ACCOUNTING USE ONLY: ORG No.: 22 Account No.: 56309055 7309 23 0404 dbh \_ 24 40 Deborah A. Poochigian, C Board of Supervisors ATTEST: ~SD)u~~~-~ Bernice E. Seidel, Cieri< to Boar of Supervisors REVIEWED & RECOMMENDED FOR APPROVAL APPROVED AS TO ACCOUNTING FORM Vicki Crow, C.P.A. Controller/Treasurer- Auditor-Controller/Treasurer-Tax Collector. By: Revised Attachment E-1 Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Year Year Year Year Year Year Year Year Year Year Description 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 Total Licenses ($207 ,450) Due at contract siQninQ $41,490 $41,490 Due upon installation $62,235 $62,235 Due on 1/23/09 Phase 1 Implementation $20,745 $20,745 Due upon Phase 1 Go-Live $20,745 $20,745 Due on 8/1/2009 Phase 2 Implementation $20,745 $20,745 Due when all Deliverables Certified as delivered $41,490 $41,490 Total Licenses $103,725 $41,490 $62,235 $207,450 Professional Services ($530,228) Due at contract siqninq $53,023 $53,023 14 Equal Monthly Payments of$30,298.74 $60,598 $363,584 $424,182 Due when all Deliverables Certified as delivered $53,023 $53,023 Totals Professional Services $113,621 $363,584 $53,023 $530,228 Maintenance ($2,546, 115) LeQacy Maintenance (HSIS) (Currently paid by County) $183,647 $94,578 $278,225 Avatar-New Svstem $83,732 $172,488 $177,663 $182,993 $188,483 $194,137 $199,961 $205,960 $1,405,417 Additional Avatar Support (includes change orders) $105,000 $105,000 $105,000 $0 $0 $0 $0 $0 $315,000 lnfoscriber $11,160 $11,495 $11,840 $12,195 $12,561 $12,938 $0 $0 $72,189 SAIS $47,401 $48,823 $50,287 $51,796 $53,350 $54,951 $306,608 Escrow*** $2,500 $2,575 $2,652 $2,732 $2,814 $2,898 $2,985 $3,075 $22,231 Total Maintenance $183,647 $296,970 $291,558 $344,556 $246,743 $254,145 $261,769 $256,296 $263,986 $2,399,670 I Hosting Set Up Services (due upon execution of amend II) $7,500 $7,500 Data Migration (due upon execution of amend II) $6,400 $6,400 Recurring Monthly Charges $0 Hosting Services ($22,755/mo.) ($29,600/mo. starting 1/1/16) $159,285 $273,060 $273,060 $314,130 $355,200 $1,374,735 Total Hosting Services $173,185 $273,060 $273,060 $314,130 $355,200 $1,388,635 Consulting Services 100 hours per year @ $225/hr $22,500 $22,500 $22,500 $22,500 $22,500 $112,500 Total Consulting Services $22,500 $22,500 $22,500 $22,500 $22,500 $112,500 My Avatar Upgrade ($19,800) $9,900 (50%) invoiced upon execution of amend Ill $9,900 $9,900 $9,900 (50%) invoiced upon go live date $9,900 $9,900 Total MyAvatar Upgrade $19,800 $19,800 Page 1 of 7 Revised Attachment E-1 Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Year Year Year Year Year Year Year Year Year Year Description 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 Total Perceptive Point of Service Scanning Netmart hosted Third Party Software-Avatar Perceptive POS Scanning-invoiced upon execution of Amendment Ill $9,500 $9,500 Avatar Perceptive Hosting Monthly Subscription fee ($237.41/month for up to 50 named users)-starts the first day of the following month of the go live date $2,612 $2,849 $2,849 $2,849 $11 '159 Professional Services-Avatar Perceptive Implementation-$7,500-50% ($3,750) invoiced upon execution of amend Ill with balance ($3, 750i invoiced after the go live date $7,500 $7,500 Professional Services-Avatar Perceptive Hosting Set up fee ($7,500)-invoiced upon execution of amend Ill $7,500 $7,500 Third Party Monthly Support Fees ($158.33/mo)-Avatar Perceptive POS Scanning Maintenance-starts the first day of the following month of the qo live date $1,742 $1,900 $1,900 $1,900 $7,442 Total Perceptive Point of Service Scanning Netsmart hosted $28,854 $4,749 $4,749 $4,749 $43,101 Consulting Services-My Avatar & Perceptive 448 hours for FY 2013-14 only@ $225/hr $100,800 $100,800 Total Consulting Services-My Avatar & Perceptive $100,800 $100,800 MyHealthPointe Subscription (annual) MyHealthPointe Subscription-begins on the first day of following month after MyHealthPointe go live date. $45,833 $50,000 $50,000 $50,000 $195,833 Total MyHealthPointe Subscription $45,833 $50,000 $50,000 $50,000 $195,833 MyHealthPointe Web Server Configuration Services MyHealthPointe Web Server Configuration Services-50% I ($1 ,500) invoiced upon execution of Amendment Ill, with balance ($1 ,500) invoiced after the go live date $3,000 $3,000 Total MyHealthPointe Web Server Configuration $3,000 $3,000 MyHealthPointe Implementation MyHealthPointe Implementation-50% ($4,500) invoiced upon execution of Amendment Ill, with balance ($4,500) invoiced after the go live date $9,000 $9,000 Total MyHealthPointe Implementation $9,000 $9,000 Page 2 of 7 Revised Attachment E-1 Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Year Year Year Year Year Year Year Year Year Year Description 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 Total MyHealthPointe Kiosks Subscription (Monthly) MyHealthPointe Subscription · $750 per month for 5 units with the fee beginning 60 days after execution of Amendment IV. $750 $9,000 $9,000 $18,750 Total MyHealthPointe Kiosks Subscription $750 $9,000 $9,000 $18,750 MyHealthPointe Kiosks Screening Content Subscription (Monthly) MyHealthPointe Kiosks Screening Content Subscription -$500 per month for 5 units with the fee beginning 60 days after execution of Amendment IV. $500 $6,000 $6,000 $12,500 Total MyHealthPointe Kiosks Screening Content Subscription $500 $6,000 $6,000 $12,500 MyHealthPointe Kiosks Implementation Services (One-Time) MyHealthPointe Kiosks Implementation Services · 50% ($16,850) invoiced upon initiation of project implementation and 50% ($16,850) upon project completion. $33,700 $33,700 Total MyHealthPointe Kiosks Implementation Services $33,700 $33,700 CareConnect Base Subscription (Annual) CareConnect Base Subscription-$15,300 for up to 1,000 named users with the fee beginning 60 days after execution of Amendment IV. $1,275 $15,300 $15,300 $31,875 Total CareConnect Base Subscription $1,275 $15,300 $15,300 $31,875 CareConnect Base Set Up and Implementation Services (One-Time) CareConnect Base Set Up and Implementation Services -50% ($3,000) due upon initiation of project implementation and 50% ($3,000) upon project completion. $6,000 $6,000 Total CareConnect Base Set Up and Implementation Services $6,000 $6,000 CareConnect Lab Order Outbound Interface Subscription (Annual) CareConnect-Two (2) Lab Order Outbound Interface Subscriptions • Fees beginning 60 days after execution of Amendment IV. $500 $6,000 $6,000 $12,500 Total CareConnect Lab Order Outbound Interface Subscription $500 $6,000 $6,000 $12,500 Page 3 of 7 Revised Attachment E-1 Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Year Year Year Year Year Year Year Year Year Year Description 2007-08 2008-09 2009·10 2010-11 2011·12 2012-13 2013·14 2014-15 2015·16 2016-17 Total CareConnect Lab Order Implementation Services (One· Time)_ CareConnect Lab Order Implementation Services -50% ($1 ,500) due upon initiation of project implementation and 50% ($1 ,500)_ upon project completion. $6,000 $6,000 Total CareConnect Lab Order Implementation Services $6,000 $6,000 CareConnect Lab Results Inbound Interface Subscription JAnnual) CareConnect-Two (2) Lab Order Inbound Interface Subscriptions -Fees beginning 60 days after execution of Amendment IV. $500 $6,000 $6,000 $12,500 Total CareConnect Lab Results Inbound Interface Subscription $500 $6,000 $6,000 $12,500 CareConnect Lab Results Implementation Services (One· Time) CareConnect Lab Results Implementation Services -50% ($1 ,500) due upon initiation of project implementation and 50%($1 ,500) upon project completion. $6,000 $6,000 Total Care Connect Lab Results Implementation Services $6,000 $6,000 CareConnect Referral Connector Interface Subscription (Annual) CareConnect Referral Connector Interface Subscription Fees b~nning 60 days after execution of Amendment IV. $250 $3,000 $3,000 $6,250 Total CareConnect Referral Connector Interface Subscription $250 $3,000 $3,000 $6,250 CareConnect Referral Connector Implementation Services (One-Time) CareConnect Referral Implementation Services -50% ($2,500) due upon initiation of project implementation and 50% ($2,500) upon project completion. $5,000 $5,000 Total CareConnect Referral Connector Implementation Services $5,000 $5,000 ICD-10 and DSM-5 Upgrade Diagnosis Content on Demand Third Party Subscription (Annual) Diagnosis Content on Demand Third Party Subscription -Fees for 160 named users beginning 60 days after execution of Amendment IV. $730.76 $8,769.12 $8,769.12 $18,269 I 1 TotaiiCD-10 and DSM-5 Upgrade Diagnosis Content on I Demand Thif'd earty Subscriptiol'l ___ -$730.76 $8,769.12 $8,769.12 $18,269 I Page 4 of 7 Revised Attachment E-1 Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Year Year Year Year Year Year Year Year Year Year Description 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 Total ICD-10 and DSM-5 Upgrade Netsmart Professional services for Plexus Foundation Implementation-Avatar product (One-Time) ICD-1 0 and DSM-5 Upgrade Netsmart Professional services for Plexus Foundation Implementation-Avatar product-50% ($6,000) due upon initiation of project implementation and 50% {$6,000) upon completion. $12,000 $12,000 TotaiiCD-10 and DSM-5 Upgrade Netsmart Professional services for Plexus Foundation Implementation-Avatar product $12,000 $12,000 OrderConnect Base Subscription (Annual) OrderConnect Base Subscription -Fees beginning 60 days after execution of Amendment IV. $125 $1,500 $1,500 $3,125 Total OrderConnect Base Subscription $125 $1,500 $1,500 $3,125 OrderConnect Base Set Up and Implementation Services {One-Time) OrderConnect Base Set Up and Implementation Services-50% ($3,375) due upon initiation of project implementation and 50% ($3,375) upon project completion. $6,750 $6,750 Total OrderConnect Base Set Up and Implementation Services $6,750 $6,750 OrderConnect Inventory Management Module Subscription (Annual) OrderConnect Inventory Management Module Subscription -Fees beginning 60 days after execution of Amendment IV. $250 $3,000 $3,000 $6,250 Total OrderConnect Inventory Management Module Subscription $250 $3,000 $3,000 $6,250 OrderConnect Inventory Management Module Set Up and Implementation Services {One-Time) OrderConnect Inventory Management Module Set Up and I Implementation Services-50% {$337.50) due upon initiation I of project implementation and 50% ($337.50) upon project I completion. $675 $675 Total OrderConnect Inventory Management Module Set Up and Implementation Services $675 $675 OrderConnect Non-Prescriber User Subscription (Annual) 1 OrderConnect Non-Prescriber User Subscription-Fees for 33 users beginning 60 days after execution of Amendment IV. $429 $5,148 $5,148 $10,725 Total OrderConnect Non-Prescriber User Subscription -----------$429 $5,148 $5,148 $10,725 Page 5 of 7 Revised Attachment E-1 Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Year Year Year Year Year Year Year Year Year Year Description 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 Total OrderConnect Full Suite Prescriber User Subscription (Annual) OrderConnect Full Suite Prescriber User Subscription -Fees for 51 users beginning 60 days after execution of Amendment IV. $5,304 $63,648 $63,648 $132,600 Total OrderConnect Full Suite Prescriber User Subscription $5,304 $63,648 $63,648 $132,600 Scriptlink Hosting Services Monthly subscription fee for the Plexus Cloud Hosting-Avatar Scriptlink product shall be $1,250 per month with the monthly subscription fee beginning on the first day of the first month following the date that the subscription software is made available to COUNTY. $1,250 $15,000 $15,000 $31,250 Total Scriptlink Hosting Services $1,250 $15,000 $15,000 $31,250 Reaching Recovery System Subscription (Annual) Reaching Recovery System Subscription · $25,000 fee for 2,500 users beginning July 1, 2015. $25,000 $25,000 $50,000 Total Reaching Recovery System Subscription $25,000 $25,000 $50,000 Reaching Recovery System Clinical Content Implementation Services lOne-Timel Reaching Recovery System Clinical Content Implementation Services · 50% ($1 ,000) due upon initiation of project implementation and 50% ($1 ,000) upon project completion. $2,000 $2,000 Total Reaching Recovery System Clinical Content Implementation Services $2,000 $2,000 Recovery Needs Level Assessment Term License Subscription (Annual) Recovery Needs Level Assessment Term License Subscription · $2,500 fee beginning July 1, 2015. $2,500 $2,500 $5,000 Total Recovery Needs Level Assessment Term License Subscription $2,500 $2,500 $5,000 Recovery Needs Level Assessment Term Maintenance Subscription (Annual) Recovery Needs Level Assessment Term Maintenance Subscription · $525 fee beginning July 1, 2015. $525 $525 $1,050 Total Recovery Needs Level Assessment Term Maintenance Subscription $525 $525 $1,050 --- ---Page 6 of 7 Revised Attachment E-1 Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal I Year Year Year Year Year Year Year Year Year Year Description 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 Total Recovery Needs Level Assessment Implementation Services (One-Time) Recovery Needs Level Assessment Implementation Services -50% ($300) due upon initiation of project implementation and 50% l$300) upon project completion. $600 $600 Total Recovery Needs Level Assessment Implementation Services $600 $600 TOTAL $217,346 $588,721 $412,228 $291,558 $344,556 $442,428 $756,992 $624,617 $896,115 $866,825 $5,441,386 Page 7 of 7 SCOPE OF WORK 1. Purpose Revised Attachment G Page 1 of 16 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 release, project timeline, and use of Plexus Foundations implementation methodology, Plexus Home content and recommendations. The details ofthe scope of services are included below. 2. Project Duration Project Duration The following project start and end dates are estimates, and are subject to adjustment based upon the Effective Date of the Amendment IV and both parties overall cooperation of such implementation. Netsmart requires a minimum of sixty (60) days following the Effective Date of this Amendment IV to accommodate pre-project activities such as planning, staffing and technology activities. Additional services will be applicable for any project where the duration from project kick-off to go-live is in excess of 12 months. Notice of Changes or Delays In the event Netsmart determines, in good faith, at any time during the course of the project implementation, that failure, delay, inadequacy of performance by Client in performance of its obligations, or Client requested changes to the scope of work, as specified in the statement of work, may prevent Netsmart from completing any ofNetsmart's obligations in the agreed upon time frame or cause Netsmart to incur additional or unanticipated costs or expenses, Netsmart will promptly notify Client's Project Manager in writing, which notice shall specify in reasonable detail: (1) any alleged failure, delay or inadequacy of performance by Client and (2) the estimated impact including the resulting costs or expenses of such alleged failure, delay or inadequacy of performance on Netsmart's obligations. Client will respond to the notice, specifying any grounds for disagreement, within ten (1 0) working days from receipt of the notice. Absent any disagreement, the date for Netsmart's completion of such obligation may be appropriately extended and Client agrees to pay the corresponding additional costs or expenses as determined by Netsmart. In the event of a disagreement, Netsmart retains the option to either stop or continue with the work, and will begin the dispute resolution steps included in the contract between the parties. In the event action or inaction by Client delays the project, Netsmart may, at its option, terminate the Contract if any delay continues beyond 180 days. In that event, Netsmart will be entitled to payment for work performed and materials provided prior to the termination date and recover any damages permitted under the relevant agreement between the parties. Client will also be responsible for payment of the cost of reengaging on a project that has been placed on hold by Client for longer than 180 days. Cancellation of events associated with travel must be given 2 weeks prior to scheduled onsite or Client will still be charged for travel that has been booked. 3. Scope of Services 3.1 Scope of ICD-1 0 Capabilities Revised Attachment G Page 2 of 16 In order to support the changes that this federal mandate requires, the following updates have been made to the myAvatar platform to support the transition. • Incorporation of standard web service that provides access to externally hosted content for cross-mapped diagnosis search o Requires additional licensing o Requires network connection at each end user work station • System wide registry setting to indicate ICD-10 cutover date o Ability to flex at the payor (PM) or provider (MSO) level as required • Pull appropriate diagnosis based on date of service for all claims o 83 7 Institutional o 83 7 Professional o 837 Dental o UB-04 o HCFA-1500 • Provide ability to cross-map between ICD-9 and ICD-1 0 for procedures o Does not replace CPT codes -only applies to inpatient procedure billing o Allows clients to input cross mapped content for simultaneous capture of both ICD-9 and ICD-1 0 procedure codes • DRG Capture o Allows clients to input cross mapped content for ICD-10-CM to DRG Codes • Advanced Billing Rules Revised Attachment G Page 3 of 16 o Allows clients to input smaller subset of I CD-I 0 codes used for Advanced Billing Rules o Ability to create both ICD-9 and I CD-I 0 Billing Rules Registry Settings Configuration Training End-User Training ICD-10 Netsmart resources will assist in applying required registry settings to enable I CD-I 0 functionality. Project team training focuses on the following areas: I. Setting of the ICD-1 0 registry setting 2. Connection to external web service 3. Review individual payor and provider ICD- 1 0 over-ride capabilities 4. Validation of successful data conversion 5. 6. 7. from existing diagnosis tables to new diagnosis tables Training on ICD-1 0 Procedure input and configuration Training on Advanced Billing Rules input and configuration Training on DRG input and configuration During this event, Client will deliver training to all end users in preparation for go-live. Objectives • Train end-users on ICD-1 0 functionality Client responsibilities: • Distribute training materials provided by N etsmart (or create custom training materials) • Conduct end-user training, ensunng that all necessary staff are trained prior to go-live. Netsmart responsibilities: • Provide client with Netsmart training materials Revised Attachment G Page 4 of 16 3.2 Scope of OrderConnect Capabilities OrderConnect Scope of Services OrderConnect is a secure, Web-based prescribing and medication management system. The system can be utilized anywhere using a Window-based system via there is access to the Internet Explorer browser. Access clinical resources at the point of prescribing, reordering and discontinuations. Confirm and submit the prescription by fax or electronically to the pharmacy of choice or print locally. Utilize OrderConnect inbox capability to post messages to staff. Prescriber's Desktop & Be alerted to potential drug-to-drug/food interactions, drug Virtual Pharmacist allergy alerts and pregnancy/lactation alerts. Access and review your own as well as peer-medication dosing patterns using the libraries built automatically during the prescribing process. Access online clinical resources. Enter and track medication interactions for non-agency prescribed medications. Access and review crucial patient diagnostic, medical and prescription information. Medication Profile Provides valuable information on medication alerts, known allergies, patient care suggestions & overdose alerts. Supports compliance with accreditation standards and regulatory requirements. Included in full suite implementations. (Not in scope for Orders & Results eRx only) Order and review lab orders. Order and review radiology orders. Included in full suite implementations. (Not in scope for Patient Care Suggestions eRx only) Create customized patient care suggestions based on your unique client demographics. Utilize Surescript network to confirm prescription coverage eligibility. Utilize Surescript network to access medication history Eligibility and Formulary information from participating payors and pharmacies. Netsmart will register 20 prescribers with Surescripts. Checking Additional prescriber registrations will be considered out of scope may require additional professional services. Confirm medication formulary status in real-time during prescribing event. Non-Prescriber Registration N etsmart will train OrderConnect project team to register non-prescribers. OrderConnect Live Configurtion Reporting Revised Attachment G Page 5 of 16 OrderConnect live configuration requires the care record environment to be available and fully functional. Generate real-time reports from a suite of 37 available standard reports. Daily operations reports Quality assurance reports Security reports Administration reports Track prescription from order submission to pharmacy received. 3.3 Scope of CareConnect Capabilities CareConnect Scope of Services CareConnect enables the sharing of clinical information between and among providers involved in the care of a consumer and with other entities such as Regional Health Information Organizations (RHIOs). CareConnect works with the Netsmart enterprise system to provide a secure way to exchange clinical and administrative information. It is the vehicle for Clinical Information Exchange. Satisfy Meaningful Use requirements to provide the capability to exchange key clinical information among providers of care and patient authorized entities electronically. CareConnect will satisfy the following Stage II Meaningful Use requirements: • Exchange Clinical Information (Other Providers) Key Features • Immunization Reporting • Public Health Surveillance Reporting • Meaningful Use Measures The following services are available for interfacing through CareConnect: • Lab Orders Out OrderConnect • For lab orders and results OrderConnect is considered a prerequisite solution. 3rd Party Vendors • Non-preferred vendor selection may require time to develop the connection. • Engagement from 3rd party vendors/connections is required. 4. Assumptions Revised Attachment G Page 6 of 16 ~ Netsmart will devote sufficient resources and timely communication to the project in order to assure its reasonable success. ~ New hardware will be delivered by the date required in the Project Schedule. ~ Client will use Crystal v.9 Professional or later for all report development ~ Client will provide resources as identified in the work breakdown structure of the project plan. ~ A training room will be available for the training sessions with working equipment and appropriate software loaded if it is part of the planning and expectations for the project. ~ Individuals scheduled to attend training will attend. ~ Netsmart will provide recommended practices during the implementation. ~ The project will be executed according to the event-based Netsmart Plexus Foundation Methodology as outlined below. ~ Client resources will travel to the designated event location for identified events in the Netsmart Plexus Foundation Methodology. ~ Any usage of diagnosis and/or procedure code content that is utilized within the Netsmart solutions must be fully licensed by the client. Additionally, the client must provide proof of this licensing. This includes Micromedex content, CPT or DSM codes. 5. Location of Work & Client Responsibilities Revised Attachment G Page 7 of 16 The location of work by Netsmart and Client staff identified in the detailed project schedule and Plexus event descriptions is work performed eitiher on-site at Client location(s), at a Netsmart regional office or conducted remotely. A high-level outline for work location and Client responsibilities is provided below. Client Responsibilities Attend Knowledge Transfer Sess· ( Provide Data Collection J , I I I I . .1 J I J .I It Jil II I . I I ( Conduct System Testing: ) ( Maintain System Post Go-Uve J , 111 . . C I I .. I . I I ' . I . I .. I 1 6. Plexus Events, Expectations & Deliverables Revised Attachment G Page 8 of 16 The following section of this document details the mam deliverables of the Client Implementation. 6.1 Sales to Operations Transition Our implementation services begin with a formal transition from our Sales Team to our Project Management Team. This thorough transition process ensures that the expectations set and project management scoped during the sales process is reviewed including all contract components, and operational flows gathered during the sales cycle. 6.2 Hardware Network OS/Installation If Client-Hosted: The Client is responsible for providing the hardware, operating system software, and the network upon which the licensed programs operate. In the event hardware is purchased through Netsmart Technologies, its installation is coordinated and managed by Netsmart. Netsmart's engineers require the completion of a hardware/network survey prior to installation of any solutions. This ensures that all equipment meets application and performance requirements before Netsmart Technologies installs the programs. IfNetsmart Hosted: The client is responsible for providing the desktop hardware, operating system software, LAN/WAN network, and Internet connectivity upon which the licensed programs ·operate. Netsmart's engineers require the completion of a desktop hardware, network, and bandwidth survey prior to installation of any solutions. This ensures that all equipment and connectivity methods meet minimum application and performance requirements before Netsmart Technologies installs the programs. 6.3 Software Delivery and Installation If Client-Hosted: Licensed software solutions and keys are delivered via FTP with User Documentation that describes the application and database organization. Netsmart's system engineers install the solution on the system hardware/server and a subset of Client workstations. This software installation is performed remotely via VPN connection and includes the following: • Loading the InterSystems Cache database products needed by the application • Loading purchased Netsmart's Licensed Programs that make up the solution Revised Attachment G Page 9 of 16 • Testing the software to ensure access from the Client workstations • Training the customer on installing workstation software • Training the customer on basic operation tasks related to system start-up, shut- down, back-up and recovery procedures Netsmart engineers will create and install Plexus Home, BUILD, TEST and LIVE environments for all applications purchased. IfNetsmart Hosted: User documentation is delivered via FTP which describes the application and database organization. Netsmart's system engineers install the solution on server system hardware within Netsmart's Plexus Cloud hosting environment. Netsmart will also assist the client in connecting to the hosting environment and connecting a subset of client workstations. Netsmart's Plexus Cloud installation will include: • Loading the InterSystems Cache (for Avatar) or SQL (for TIER) database products needed by the application on all applicable servers • Loading purchased Netsmart's Licensed Programs that make up the solution • Testing the software to ensure access from the client workstations • Training the customer on installing workstation software Netsmart engineers will create and install Plexus Home, BUILD, TEST and LIVE environments for all applications purchased. 6.4 Project Planning The Project Planning Event is an opportunity to begin preparing your project team. The Client project team will be introduced and the team's responsibilities will be discussed. The Plexus Foundations implementation methodology is introduced and the different events within the methodology presented, outlining the objectives of each event and the roles and responsibilities of each member of the team. Additionally project tools that will be used will be shown through demonstration and hands-on experience. If purchased, Super User Solution web-based training courses are provided to up to 25 named Project Team users via the myLeamingPointe (www.myleamingpointe.com) online platform. Individual user training access is distributed and available to Project Team users starting at the Project Kick Off Plexus Methodology event and concludes at initial Go Live event. Users will have unlimited access to the provided solution training courses during the implementation. Objectives: • Review project management principles Revised Attachment G Page 10 of 16 • Review event-based Netsmart Plexus Foundations methodology • Provide hands on experience with solutions • Introduction to tools to be used during the project • Introduction to Starter Kit questions • Introduce Plexus Home & scripts • Introduce myLeamingPointe training classes (where applicable) • Conduct project Planning Assessment (Gate 1) • Plan for next event Client Responsibilities: • Identify Client project team and develop Client Staffing Plan • Ensure correct Client personnel attends the Project Planning event • Provide necessary facilities and equipment to support session if applicable • Complete Starter Kit questions • Complete myLeamingPointe training classes (where applicable) • Review and sign Communication Management, Change Management & Risk Management Plans 6.5 General Project Management Active throughout the project lifecycle and fundamental to it is a monitoring and measurement process that consists of numerous cost and scope control, testing, quality assurance and acceptance activities. These ongoing activities are supplemented by critical control points, progress checkpoints, called Plexus Gates are included to ensure that the project cannot advance to the next phase until the required activities and acceptance factors are successfully met. The monitoring and measurement process employed by Netsmart Technologies ensures that projects are properly stewarded to both a time and cost budget. This critical process transcends across the entire project implementation process to help ensure on-time project completion within estimated cost parameters along with properly managed and approved schedule and scope changes. • Status meetings & Project Status Reports • Client signoff and acceptance letters • Project plan change requests • Product Change Requests • Product Improvement Forms • Plexus Gates 6.6 Project Kickoff Revised Attachment G Page 11 of 16 The Project Kickoff consists of three discreet activities: Project Kickoff presentation, Workflow Assessment and Scope Review. The project kickoff presentation gives the Client Executives, project sponsors and project leadership an opportunity to create excitement for the organization and the project as well as pass down key messages and expectations. The scope review session includes breakout sessions led by SA's to review in detail the contract scope. During the Workflow Assessment the Netsmart Solution Architect (SA) and Client departmental/solution representatives, which could include a combination of IT analysts, departmental heads and/or key stakeholders from that department, will walk through the departments to get an understanding of the Client's unique workflow and processes and how it aligns with Netsmart's recommended practices. The walkthrough will be facilitated using both the Starter Kit questions, having already been completed, as well as the Workflow Assessment which will serve as a framework for questions and documentation of the discussions that occurred during the assessment. During the Workflow Assessment portion of the event, the discussions are a continuation of the data collection started during Project Planning. The Solution Architect will provide a demonstration of basic departmental workflow, if applicable, providing context for additional design decisions to be made. This event will represent the culmination of data collection and design decisions leading to the building of a complete and functional system. Client leaves the Project Kickoff event with assignments to be performed over the next several weeks. The assignments will be documented along with expected due dates and can be reviewed as a part of the Event Summary Document. The Netsmart project team will work with the Client to establish these deadlines and schedule conference calls to provide guidance and ensure the Client is on track. Objectives: • Conduct official project kickoff meeting • Introduce Netsmart Solution Architects • Review Starter Kit outstanding items • Conduct Workflow Assessment • Identify improvement opportunities • Conduct scope review • Identify project risks & scope concerns • Present data collection materials • Conduct Plexus Project Kickoff Assessment (Gate 2) • Conduct integration discussions • Discuss data collection materials • Identify Policies & Procedures requiring change • Review the event summary and sign-off • Plan for next event Client responsibilities: Revised Attachment G Page 12 of 16 • Deliver Project Kickoff presentation (with Netsmart leadership support) • Complete Starter Kit questions prior to the event • Complete any required data collection, following the event, by deliverable due dates • Participate and provide feedback during departmental walkthroughs • Participate in scope review discussions • Provide knowledge of requested data and current departmental processes and workflow • Identify Standard Operating Policies & Procedures for organization that will require change • Make design decisions for future state processes • Complete data collection assignments by defined due dates • Identify process improvement opportunities • Provide necessary facilities and equipment to support the event if applicable 6. 7 Final Review & Validation This event consists of three discrete parts: Final Review & Application Training, System Testing & Learning Plan discussions. The Final Review discussion is intended to present the design decisions and data collection as it is now represented in the Clients completed system and confirm their accuracy. Additionally, as a part of Final Review, application training relevant to testing and training is delivered to the Client personnel. The System Testing Session will be include a starter set of test scripts, examples upon which they can customize their own scripts, as well as instruction on testing principles, policies and procedures. During this session, there will also be discussion regarding the development of a Client testing strategy/plan for which the Client will be given a sample on which to build their own. The Learning Plan session is included to help Clients develop a solid plan to ensure end- users will be effectively trained prior to go-live. This will be critical to the success of the project as well as adoption of the solutions. The plan will include training strategies, resource requirements, any required technologies and/or logistics, timelines, goals and objectives. The same group of Clients that attended Solution Review should attend the Final Review & Validation event. Additionally, while it may be the same individuals, depending on your staffing plan, the event should also include any individuals who will be expected to Revised Attachment G Page 13 of 16 conduct system testing and/or end-user training. It is recommended that trainers participate in testing. It affords them an opportunity to practice and become familiar with the system. Objectives (Final Review) • Provide in-depth demonstration of the solutions and build using the Client's domain • Review and confirm design decisions and build • Confirm the solution workflow • Complete design process • Provide hands-on solution training • Conduct Plexus Final Design Assessment (Gate 3) • Plan for next event Objectives (System Validation) • Provide training on test script development and testing concepts • Begin development of Client-specific system test scripts • Plan for next event Objectives (Learning Plan Development) • Conduct Learning Plan session • Begin development on Learning Plan • Plan for next event Client responsibilities: • Participate in Final Review & Validation event • Provide appropriate resources to attend sessions • Complete data collection assignments • Validate design and build • Signoff design decisions • Customize sample test scripts to use during system and integration testing • Customize sample training materials in preparation for end-user training • Develop Learning Plan & execute against plan for end-user training 6.8 Go-Live Preparation The Go-Live Preparation event is the official milestone to transition project ownership from the Netsmart project team to the Client. Solution and project management discussion are delivered during this week and focus, in preparation for go-live, on assessing the Client's knowledge of the system as well as preparing the Client for their training events and go-live. In the solution discussions, the Client trainers are expected to provide. a \\~e uemonstration of the system back to the Netsmart project team to confirm Revised Attachment G Page 14 of 16 their understanding of the system and to confirm they are prepared to effectively train the end-user population. System Testing, while not complete, should be well underway. Netsmart Project Management will facilitate the event at the Client site, while the rest of the Netsmart project team participates via a conference call. In addition to the above, during this event, the Client will receive training on how to maintain the system using Netsmart maintenance tools. The event includes training on commonly used maintenance activities, not design and build activities. After maintenance training, the Client is equipped to make changes, modifications and updates to their implemented system. Client representatives who will maintain and support the production system should attend this event, although not always, this is commonly IT personnel. Those attending the event should be the same as the Final Review and Validation attendees. Department heads and/or key departmental representatives should attend the solution activities along with the Client representative responsible for testing coordination. Solution-Specific Activities & Objectives • Client to demo system using the Client demo script exhibiting a clear understanding of the solution functionality and departmental processes • Understand open issues, escalate, and plan as appropriate • Review completed training materials • Review Go-Live Readiness Assessment • Prepare Client representatives to make common data base updates • Train Client to locate supporting documentation and to use the appropriate tools to manage system maintenance • Educate Client on troubleshooting tools and techniques Project Management Activities & Objectives • Initiate ownership transition process • Confirm system testing is in process, on track and scheduled for completion prior to Integration Testing • Confirm and Finalize Integration Testing Plan if applicable • Confirm Client policies and procedures have been updated • Initiate Go-Live Planning • Conduct Plexus Go-Live Preparation Assessment (Gate 4) • Plan for next event Client Responsibilities: • Demonstrate understanding of system and departmental processes by leading a demonstration of the application • Fi\\ahze Training Strategy/Plan • Provide adequate training facilities • Provide completed testing materials • Schedule and perform end-user training Revised Attachment G Page 15 of 16 • Finalize Integration Testing scripts and Integration Testing Plan • Confirm users will be trained and available for Integration Testing • Confirm facilities and hardware is in place to support Integration Testing • Develop and own the Go-Live Plan • Attend database maintenance training • Learn the application tools needed to maintain the production system 6.9 Integration Testing One round of Integration Testing will be conducted according to the Client's Integration Testing Plan. Integration Testing will be executed at the Client's site and will be led by the Client project management team with assistance from the Netsmart project team. IT will allow the system testers to flow a complete patient experience, "a day in the life" of a patient, using the system including all involved, major workflow processes. This event also allows the Client to validate SOPs and end-user training prior to conversion. Objectives • Complete Integration Testing according to plan • Confirm Go-Live preparedness • Ensure all critical path issues have an action plan • Conduct Plexus Go-Live Assessment (Gate 5) • Plan for next event Client responsibilities: • Lead and direct integration testing activities • Conduct application integrated testing • Conduct operational testing • Document integrated test results • Troubleshoot and resolve testing issues • Update issues list with any unresolved integration test findings 6.1 0 Go-Live: Go-Live is the event when solutions are moved into productive use by the end-user population. It will take place at the Client site, supported by both project teams. Netsmart support will include remote support from the Netsmart Delivery Consultants/ Analysts. Objectives: • Begin functional use ofNetsmart solutions .. • Transition support from Netsmart project team to the Client Revised Attachment G Page 16 of 16 • Gather and document feedback regarding project experience, including methodology & project team resources Client responsibilities: • Develop and complete go-live plan • Confirm all systems, resources and 3rd parties are scheduled and prepared for go- live • Conduct go-live plan meetings to outline plan for all solutions and users • Execute go-live plan • Document go-live issues