HomeMy WebLinkAbout2012-393 Health - Patagonia Health Inc for Elecronic Medical Record $40,500 plus $3764 per month Patagon iaHealth Sales Agreement
This Subscriber Sales Agreement(including HIPAA Business Associate Agreement,Subscriber Services Agreement, Order
Form and the End-User Service Level Agreement(October 1,2012)which is hereby incorporated by reference),effective as
of this they /'h day of October,2012("Service Effective Date"), is made by and between Patagonia Health,Inc.
("Business Associate"&"Vendor"),located at 15,200,Weston Parkway,Suite 106,CM,North Carolina 27513 ("Patagonia
Health")and, Orange County,by and through the Orange County Health Department ("Client')Located at 300,West
Tryon Street,Hillsborough,NC 27278
HIPAA BUSINESS ASSOCIATE AGREEMENT
WITNESSETH
WHEREAS,in connection with the goods and/or services provided to Client,Business Associate may be given or otherwise
have access to Protected Health Information("PHI"),as that term is defined in 45 CFR Part 160.103;and
WHEREAS,Business Associate and Client intend to protect the privacy and provide for the security of any PHI disclosed to
Business Associate, or to which Business Associate may have access, in compliance with the Health Insurance Portability
and Accountability Act of 1996, Public Law 104-191 ("HIPAA") and regulations promulgated there under by the U.S.
Department of Health and Human Services(the"HIPAA Regulations")and other applicable laws.
WHEREAS,as part of the HIPAA Regulations,the Privacy Rule that is codified at 45 CFR Parts 160 and 164 requires Client
to enter into a contract containing specific requirements with Business Associate prior to the disclosure of or providing access
to PHI as set forth in the Privacy Rule,including without limitation 45 CFR Sections 164.502(e)and 164.504(e).
NOW,THEREFORE, in consideration of the mutual promises and covenants set forth below, Client and Business Associate
agree as follows:
1. Definitions
Terms used,but not otherwise defined,in this Agreement shall have the same meaning as those terms as set forth in
HIPAA and the HIPAA Regulations.
2. Requirements
(a) Business Associate agrees to not use or further disclose Protected Health Information received from Client other
than as permitted or required by this Agreement,or as required by law.
(b) Business Associate agrees to use appropriate safeguards to prevent the use or disclosure of any Protected Health
Information other than as provided for by this Agreement,and to maintain the integrity and confidentiality of
any Protected Health Information created,received,maintained or transmitted by Business Associate on behalf
of Client.
(c) Business Associate agrees to report to Client immediately any and all security incidents resulting in a breach of
security involving Protected Health Information.
(d) Business Associate agrees to mitigate,to the extent practicable,any harmful effect that is known to Business
Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the
requirements of this Agreement or applicable law.
(e) Business Associate agrees to report to Client any use or disclosure,or improper or unauthorized access,of the
Protected Health Information not provided for by this Agreement.
(f) Business Associate agrees that any agent,including a subcontractor,to whom it provides Protected Health
Information,received from,or created or received by Business Associate on behalf of Client,shall be subject to
obligations of confidentiality with respect to such information at least as protective of the Protected Health
Information as provided under this Agreement.
(g) Business Associate agrees to provide access,at the request of Client,during normal business hours,to Protected
Health Information in a Designated Record Set,to Client or,as directed by Client,to an Individual in order to
meet the requirements under 45 CFR Part 164.524.
(h) Upon written request,Business Associate agrees to make any internal practices,books,and records maintained
in the ordinary course of business and relating to the use and disclosure of Protected Health Information
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A RatagoniaHealtb Sales Agreement
received from,or created or received by Business Associate on behalf of Client available to Client,or at the
request of Client,to the Secretary of Health and Human Services,or its designee,in a time and manner
designated by Client or the Secretary,for purposes of the Secretary determining Client's compliance with
applicable law,including without limitation,HIPAA and HIPAA Regulations.
(i) Business Associate agrees to document such disclosures of Protected Health Information and information
related to such disclosures as would be required for Client to respond to a request by an Individual for an
accounting of disclosures of Protected Health Information in accordance with 45 CFR Part 164.528.
Business Associate agrees to provide to Client or an Individual,in the time and manner designated by Client,
information collected in accordance with this Agreement,to permit Client to respond to a request by an
Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR Part
164.528.
(k) Business Associate agrees to report to Client any security incidents of which Business Associate becomes aware
regarding Electronic Protected Health Information.
3. Permitted Uses and Disclosures by Business Associate
Business Associate may use or disclose Protected Health Information on behalf of,or to provide services to Client,
as permitted under this Agreement.In addition:
(a) Except as otherwise limited in this Agreement,Business Associate may use Protected Health Information for
the proper management and administration or to carry out any present or future legal responsibilities of
Business Associate.
(b) Except as otherwise limited in this Agreement,Business Associate may disclose Protected Health Information
for the proper management and administration and to fulfill any present or future legal responsibilities of
Business Associate,provided that disclosures are required by law,or provided that Business Associate obtains
reasonable assurances from the person to whom the information is disclosed that it will remain confidential and
used or further disclosed only as required by law or only for the purpose for which it was disclosed to the
person,and the person notifies Business Associate of any instances of which it is aware in which the
confidentiality of the information has been breached.
(c) Except as otherwise limited in this Agreement,Business Associate may use Protected Health Information to
provide Data Aggregation services as permitted by 42 CFR Part 164.504(e)(2)(i)(B).
(d) The provisions of this Agreement shall not apply to Protected Health Information that Business Associate may
receive from any source outside the scope of this Agreement or independent of its relationship with Client.
4. Tenn and Termination
(a) Term. The Term of this Agreement shall become effective the date of execution by Client,and shall terminate
when all of the Protected Health Information provided by Client to Business Associate,or created or received
by Business Associate on behalf of Client,or otherwise in Business Associate's possession,is destroyed or
returned to Client,or,if it is infeasible to return or destroy Protected Health Information,protections are
extended to such information in accordance with the termination provisions in this Section.
(b) Termination for Cause. Upon Client's knowledge of a material breach by Business Associate,Client shall
provide a reasonable time for Business Associate to cure the breach. If Business Associate does not cure the
breach or end the violation within such reasonable time,Client may terminate this Agreement,or if termination
is not possible,report the problem to the Secretary of Health and Human Services.
5. Effect of Termination
(a) Except as provided in paragraph (b)of this Section,upon termination of this Agreement,for any reason,
Business Associate shall return or destroy all Protected Health Information received from Client,or created or
received by Business Associate on behalf of Client,or otherwise in Business Associate's possession. Business
Associate shall retain no copies of the Protected Health Information in any form.
(b) In the event that Business Associate determines that returning or destroying the Protected Health Information is
infeasible,Business Associate shall provide to Client notification of the conditions that make return or
destruction infeasible.Business Associate shall extend the protections of this Agreement to such Protected
Health Information and limit any further uses and disclosures of such Protected Health Information to only
those purposes that make the return or destruction infeasible.
6. Miscellaneous
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Patagon:aHeuith Sales Agreement
(a) RegulgtM References. A reference in this Agreement to a section in HIPAA or the HIPAA Regulations means
the section as in effect or as amended,and for which compliance is required.
(b) Amendment. The parties agree to take such action as is necessary to amend this Agreement from time to time
as is necessary for the parties to comply with the requirements of HIPAA and the HIPAA Regulations.
(c) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Client to
comply with HIPAA and the HIPAA Regulations.
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PatagoxiaHealtb Sales Agreement
SUBSCRIBER SERVICES AGREEMENT
Introduction: Vendor has developed a subscription service as described herein(the"Service")which provides services that
enable medical professionals and their staffs to maintain their patient Electronic Medical Record / Practice Management
Systems (the "Records") within the Vendor Electronic Medical Record / Practice Management System Software (the
"Software") through Vendor's secure network (the "Network") using the Vendor database repository (the "Repository").
Subscriber is a Public Health Department which provides diagnostic and other medical services to patients. Subscriber and
Vendor(the"Parties")desire for Vendor to provide Services to Subscriber under the terms set forth herein.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Service Provisions
1.1 Software.
(a) Vendor grants to Client a non-exclusive,non-transferable license to use the Software,subject to the terms and conditions
below.
(b) In consideration of the payments made in accordance with this Agreement, Vendor grants to the Subscriber a non-
exclusive, royalty-free, personal, non-transferable license during the term of this Agreement to allow its Users (as
defined in Section 1.3(b))to use the Software only in connection with the Service. Subscriber shall ensure that its Users
do not, copy, reverse engineer, decompile or disassemble the Software or use it for any purposes other than those
expressly authorized herein.
1.2 Internet Connection. Subscriber shall have sole responsibility to contract for,install,and maintain during the term of this
Agreement an Internet connection which will enable the Records updated by Subscriber of its patients to be transmitted via
the Internet to the Vendor Network(as defined in Sec. 13(c,d). The internet connection shall be established by installation
date and shall be comparable with that specified and updated from time to time by Vendor. Notification of updates to new
internet connection specifications will be supplied to Subscriber by Vendor at least 3 months before the Subscriber is
expected to make changes.
1.3 Service. During the term of this Agreement,in consideration of Subscriber's payment of the appropriate fees as set forth
on the Order Form and Subscriber's compliance with the provisions herein,Vendor shall provide the Service as follows:
(a) Vendor shall provide services as for Subscriber's personnel who are authorized by Subscriber in writing to Vendor
("Users")in the use of the Software as it relates to the Services as set forth in the Order Form.
(b) Vendor shall provide initial training for Subscriber's personnel who are authorized by Subscriber in writing to Vendor
("Users") in the use of the Software as it relates to the Services as set forth in the Order Form. Additional training
requested by Subscriber shall be at the then-current hourly rate charged by Vendor. Subscriber shall allow only Users
who have received proper training to utilize the Software and Vendor Network, and shall allow access only through
passwords which comply with password requirements provided by Vendor. Training on utilization of software and
Vendor Network can be conducted by Subscriber's supervisors and super-users who have been properly trained by the
Vendor. Subscriber shall protect,and ensure that its Users protect,the confidentiality of User passwords.
(c) Users shall use the Software to transmit&update Records in the Vendor Repository via the internet connection through
the Network.
(d) Users shall use the Software to review Records in the Vendor Repository via the internet connection through the
Network.
1.4 SMpport. Vendor agrees to provide support subject to Subscriber's payment of the applicable support fees as follows:
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A PatagoniaHealth Sales Agreement
(a) Help desk support shall be provided during Vendor's standard help desk hours, with Vendor's recognized holidays
excluded. "Help desk support" is defined as reasonable telephone support, which ranges from addressing simple
application questions to providing in-depth technical assistance.
(b) Vendor shall, in its sole discretion, provide periodic releases of the Software which include enhancements and
corrections,as applicable,at no additional cost to the Subscriber.
(c) Vendor shall be responsible for maintaining only the current and next most current release of the Software.
(d) Vendor shall not be responsible for technical support, or liable for breaches of warranty, for issues caused by any third
party hardware,software or connections, including the internet connection,by Subscriber's failure to maintain the most
up-to-date anti-virus software.
2. Payment. Subscriber shall pay Vendor for Service as indicated on the Order Form. Subscriber will pay monthly for
Service via automatic bank debit. Subscriber will provide necessary details on Debit Authorization Form. Vendor shall
withdraw agreed to subscription fees on a recurring monthly basis. Vendor shall have the right to assess a late payment fee
of 1.5%per month,or the lawful maximum,whichever is lower,on any past due balance where the payment is late as a result
of Client's fault. Vendor reserves the right to suspend Services upon five(5)days written notice to Subscriber until payment
of overdue amounts is made in full. Vendor may adjust billing for actual user count first day of each(annual) anniversary
from service effective date.
3. Limited Warranties.
3.1 Vendor Warranties. Vendor warrants to Subscriber:
(a)That the Service will function during the term of this Agreement substantially in accordance with the Service
specifications provided to Subscriber by Vendor from time to time. Subscriber shall promptly notify Vendor in writing
(as defined in Section 9.4) of the details of any material non-conformance to such Service specifications, and Vendor
shall use commercially reasonable efforts to promptly correct or re-perform any Services to remedy such non-
conformance of which it is so notified at no charge to Subscriber.
(b)That it has,and will have during the term of this Agreement,all necessary rights to enter into and perform its obligations
under this Agreement and to provide the Services as set forth in this Agreement,and that the Services shall be performed
in accordance with all applicable laws and regulations.
(c)That it will comply with privacy requirements as listed in the HIPAA Business Associate Agreement.
3.2. Subscriber Warranties. Subscriber warrants to Vendor:
(a)That Subscriber has,and will have during the term of this Agreement,all necessary rights,title and license to enter into
and perform its obligations under this Agreement,including the rights to use all software,and connections,including the
internet connection.
(b) That Subscriber will comply with all applicable laws and regulations in the use of vendor's software, as well as
Subscriber's clinical and ethical standards,policies and procedures,and industry standards,in handling Protected Health
Information (PHI), as defined by Privacy Regulations issued pursuant to the Health Insurance Portability and
Accountability Act ("HIPAA") as they relate to individuals, and that Subscriber has all necessary rights and consents
from individuals whose Records are transmitted over the Vendor Network for the purposes set forth herein.
4 Disclaimers. Subscriber acknowledges that factors beyond the reasonable control of Vendor,including without limitation,
non-conformance with the Service functions by Subscriber or its personnel, or software, hardware, services or connections
supplied by third parties,may have a material impact on the accuracy, reliability and/or timeliness of the compliance of the
Services with the Service specifications. Notwithstanding any contrary provisions of this Agreement, in no event shall
Vendor be responsible for any non-conformities,defects,errors,or delays caused by factors beyond the reasonable control of
Vendor.The warranties expressly set forth in this section are the only warranties given by either party in connection with this
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PaxagoniaHealth Sales Agreement
agreement,and no other warranty,express or implied,including implied warranties of merchantability,title,and fitness for a
particular purpose,will apply.
5. Intellectual Property. Subscriber acknowledges and agrees that, between the parties, Vendor exclusively owns all rights
to the Software, the Vendor Network, the Service, all materials, content and documentation provided by Vendor, and all
derivatives to and intellectual property rights in any of the foregoing, including without limitation, patents, trademarks,
copyrights, and trade secrets. Subscriber shall promptly advise Vendor of any possible infringement of which Subscriber
becomes aware concerning the foregoing. Vendor acknowledges and agrees that, between the parties, Subscriber owns all
data submitted by Subscriber or its personnel to Vendor or the Vendor Network.
6. Confidentiality. Each Party agrees: (a)that it will not disclose to any third party or use any confidential or proprietary
information disclosed to it by the other Party(collectively, "Confidential Information") except as necessary for performance
or use of the Services or as expressly permitted in this Agreement; and (b) that it will take all reasonable measures to
maintain the confidentiality of all Confidential Information of the other Party in its possession or control, which will in no
event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.
"Confidential Information" shall include all non-public information of either Party disclosed hereunder, including without
limitation, the Software, technical information, know-how, methodology, information relating to either Party's business,
including financial, promotional, sales, pricing, customer, supplier, personnel, and patient information. "Confidential
Information"will not include information that: (i)is in or enters the public domain without breach of this Agreement;(ii)the
receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure
obligation; (iii) the receiving Party knew prior to receiving such information from the disclosing Party; or (iv) develops
independently without use of or resort to the other Party's Confidential Information. Subscriber consents in advance to the
use of Subscriber's name and logo as a customer reference in Vendor marketing materials and other promotional efforts in
connection with Service.
7. Term and Termination. This Agreement shall be in effect for an initial three year term from service effective date. The
term of this agreement shall automatically renew for subsequent one-year periods unless either Party notifies the other in
writing at least three months prior to the end of the then-current term of its intent not to renew. Upon termination or
expiration of this Agreement, Subscriber's right to use the Service or access the Vendor Network shall cease and each Party
shall return to the other Party or destroy, with the consent of the disclosing Party, all Confidential Information of the
disclosing Party. Upon termination for any reason, Subscriber shall pay Vendor all amounts incurred for Services performed
prior to the effective date of termination and all amounts due for remaining term of the agreement. All payments made are
non-refundable.
8. Non-Appropriation.Vendor acknowledges that Client is a govemmental entity,and the validity of this Agreement is based
upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are
unavailable and not appropriated for the performance of Client's obligations under this Agreement,then this Agreement shall
automatically expire without penalty to Client immediately upon written notice to Vendor of the unavailability and non-
appropriation of public funds. It is expressly agreed that Client shall not activate this non-appropriation provision for its
convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a
substantial fiscal crisis. In the event of a change in the Client's statutory authority, mandate and/or mandated functions,by
state and/or federal legislative or regulatory action, which adversely affects Client's authority to continue its obligations
under this Agreement, then this Agreement shall automatically terminate without penalty to Client upon written notice to
Vendor of such limitation or change in Client's legal authority.
9. Limitation of Liability. In no event will either party be liable for any damages for loss of use,lost profits,business loss or
any incidental, special, or consequential damages whether or not such party has been advised of the possibility of such
damages. except for each party's indemnification obligations herein, each parties rights with regard to intellectual property,
confidentiality obligations pursuant to section 6, and excluding subscriber's payment obligations pursuant to this agreement,
in no event shall either party's liability in connection with or arising out of this agreement or the services exceed the service
fees for three(3)month paid to Vendor by subscriber prior to the date the claim arose.Subscriber shall indemnify Vendor and
hold Vendor harmless against any and all claims, demands, actions, or causes of action arising from, related to, or alleging
negligence or other wrongful conduct in the diagnosis or treatment of any patient.
10. General Provisions.
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A Patagon:aHea th Sales Agreement
10.1 Assijznm ent. Subscriber may not assign this Agreement, in whole or in part, without Vendor's prior written consent.
Any attempt by Subscriber to assign this Agreement other than as permitted above will be null and void.
10.2 Force Majeure. Vendor will not be responsible for any failure to perform due to causes beyond its reasonable control,
including,but not limited to,acts of God,war,riot,failure of electrical,internet or telecommunications service,acts of civil
or military authorities,fire,floods,earthquakes,accidents,strikes,or fuel crises.
103 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of North
Carolina without regard to its conflicts of law principles.
10.4 Notice. Any notice under this Agreement will be in writing and delivered by personal delivery, overnight courier, or
certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, two (2) days after
deposit with overnight courier or five(5)days after deposit in the mail. Notices will be sent to the Parties to addresses stated
in this Agreement,or such other address or designee provided in writing by Parties.
10.5 No Agency. The Parties are independent contractors and will have no power or authority to assume or create any
obligation or responsibility on behalf of each other.This Agreement will not be construed to create or imply any partnership,
agency,or joint venture.
10.6 Waiver. No failure or delay by any Party in exercising any right,power, or remedy under this Agreement, except as
specifically provided herein,shall operate as any waiver of any such right,power,or remedy.
10.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or
invalidated in any way. The Parties agree to replace any invalid provision with a valid provision that most closely
approximates the intent and economic effect of the invalid provision.
10.8 Survival. The following provisions shall survive any termination or expiration of this Agreement: All definitions, and
Sections 4 and 5 through 9.
10.9 Entire AAQreement. This Agreement,constitutes the complete and exclusive agreement between the Parties with respect
to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such
subject matter.This Agreement may only be modified,or any rights under it waived,by mutual agreement of both Parties.
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RatageniaHealth Sales Agreement
ORDER FORM
Term: This Agreement will run for an initial term of three years from the Service Effective Date.All fees including monthly subscription
fees and training will increase by 5%at the beginning of first and second annual anniversary date.After three years,price will increase by
US CPI at the beginning of each anniversary date.All payments made are non-refundable.Vendor may adjust billing for actual user count
at the beginning of each anniversary date.
Cancellation: This agreement is for an initial minimum term of three years. After initial three year term,the agreement will automatically
renew for the next year. Client may cancel the agreement with a three month written notice prior to the expiration of the current term.
Marketing: Client provides permission for use of client name in company's marketing material.
Topic Description I Rate Units Total Price
Pricing includes software of federally certified Electronic Medical Record, j
$�...;764...,....
Practice Management and Billing software.EMR is PCMH ready.Price is
inclusive of all modules.
Price is inclusive of all clearinghouse charges for connectivity to numerous
commercial and government payers including Medicaid,Medicare,BOBS,
United,Cigna and others.
Price includes monthly fees of(optional)one Electronic Fax(@$40/month)at
..1-site.
Pricing is for the county staff currently comprising of..AO.'—users including
MDs,NP,Nurses,billing,clinical management and other staff.
Additional users may be added at any time for an additional fee of
$19.40/month.
Includes support of UNC Lab interface
Krum
Includes set u configuration of software for the customer and uploading of
P p g
anent demo hic information xis or csv file provided by the client
Installation of..3.,. (optional)Electronic Fax @$500/each: 0
Additional customization services as per client request.Interface to UNC Lab.
Start-up Training:Onsite training to occur within first 90 days of installation. ..6... s l tded NA Included
All training after normal business 9 am to 5 pro EST hours at$60/hr.
Annual Training:Additional on line training available within first year of 6 Hours included NA Included
install. All training after normal business hours at$60/hr.
Video Training:Unlimited,on demand,video training. Included NA Included
Optional additional training:$120/hr or On site at$1000/day including travel $120/hr.
costs and time.(All training during normal business hours:9am to 5 pm EST. On site:$1000/day
After business hours training at 1.5 times rates indicated.) Incl.travel cost/time
Incentive Assurance Service:Training and support for Meaningful Use $1000/eligible
incentive application registration and attestation.Payable each year at the provider/yr. „„.,.;d,„.,,»,
beginning of contract anniversary.
Discount for first year of the Incentive Assurance Service. $1000/eligible Reduced
provider/yr.
1. Monthly On-going subscription fees,payable each month after contract date: $,....3,76+1,,.,
2.Initial Start Up Payment payable upon contract signing:Includes initial Set up/Training($
...24,$W- StA,901/}S..,b 10 ...-w �.k..,.»)+Incentive Assurance Service
($, .....)and first month of monthly subscription fees
month=
►NOTES: e bt a er-N-0y I
Patagon:aHealtb Sales Agreement
ACH PREAUTHORIZED PAYMENTS (DEBITS)
Starting from date / /201_, I hereby authorize Patagonia Health Inc to initiate debit enlries or
such adjusting entries, either debit or credit which are necessary for corrections, to my(diet" ' or
sgmngs account indicated below and the financial institution named belo to credit(or debit)
the same to such account.
15 u
FINANeM INSTIT'L11,10N NAB CffY, STATE
()(n 16 a 6 I'LO-1 14 (4 0 Q ,3
TRANS fMOU MG MJW� t ACCOUNT NUhMER
I understand that this ACH authorization will be in effect until I notify my financial institution in writing that I no longer
desire ACH,allowing it reasonable time to act on my notification. I also understand that if corrections in the debit amount
are necessary,it may involve an adjustment(credit or debit)to my account.
I have the right to stop payment of a debit entry by notifying my financial institution before the account is charged. If an
erroneous debit entry is charged against my account,I have the right to have the amount of the entry credited to my account
by my financial institution. I agree to give my financial institution a written notice identifying the entry,stating that it is in
error,and requesting credit back to my account. I will provide this written notice within 45 days after posting.
NAME
vo. n
PRAcIV�E
wa'� /�' t
SIGNA'nM DATE
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RatagoniaHealth Sales Agreement
SIGNATURE PAGE
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their duly authorized
representative.
SIGNATURES:
Vendor(Patagonia Health,Inc.)
Signature: —`
Name: Ashok Mathur
Title: CEO
Email: ashok @patagoniahealth.com
Cell: 919 622 6740
FOR AND ON BEHALF OF E ORANGE COUNTY
B Y
Frank W.t1ifton, Coif Manager
Approved as to technical Content:
zt,�� , Z�
Colleen M. Bridger, He Director Date
Orange County Health Department
ORANGE COUNTY FINANCE DIRECTOR:
"This instrument has been pre-audited in the manner required by the Local Government Budget and
Fisc Control Act."
ff6V,4__-, ,� /U Z
Clarence Grier, Asst. County Manager/ Date
Chief Financial Officer
App f d a form and legal sufficiency
IDs I 12
Anne a M. Moore, Staff Attorney Date
Confidential Page 10
PatagoxiaHealtb Sales Agreement
FORM R"TRi.MONS
1.Please review the agreement. Fill out information on page 1,9 and 10. Signed agreements can be
either:
• Fax to Patagonia Health Inc,at F: 919 238 7920
• Or email to salesra.,patagoniahealth.com.
• Or Mail to Patagonia Health Inc,202,Midenhall Way,Cary,NC 27513
(Note Business address is: 15,200 Weston Parkway,Suite 105,Cary,NC 27513)
Please call your local representative with any questions.
Confidential Page 11
PatagoniaHealth
http://www.patagoniahealth.com
e
Contacts:
Ashok Mathur, Patagonia Health Inc.
CEO and Co-founder 15200 Weston Parkway,
ashokCa?_patagoniahealth.com Suite 106
Ph: 919 622 6740 Cary, NC 27513
Trade Secret—Confidential and Proprietary Information—Do Not Disclose Except for the Purpose of Evaluating this Proposal
APatagoniaHealth
http://www.patagoniahealth.com
Patagonia Health End-User SLA
I Definitions
1 Availability Exceptions shall mean the exceptions listed in section 3.E below
2. Downtime shall mean the number of minutes per month Patagonia Health EMR is not available
as determined by two independent measurement systems returning consecutive HTTP error
404 (page not found) over at least a ten (10) minute period. Downtime minutes must be
confirmed in accordance with Section 3.A.
3. Customer reported issues shall mean system problems described in Section 3.13. which shall
be classified as Critical, High, Medium and Low priority issues.
4. Permitted downtime shall mean the number of minutes of downtime per month that are
attributable to the availability exceptions listed in Section 3.E.
5. Unplanned downtime shall mean all downtime that is not permitted downtime
6. Uptime shall mean the number of minutes per month that are not considered downtime
7. System availability shall mean a percentage calculated as follows (Uptime minutes in calendar
month) / (total minutes in calendar month — Permitted downtime)
8. System availability objective shall mean an overall average system availability of ninety-nine
point five percent (99.5%) as determined on a calendar month basis
2. Objectives
A. System Availability Objective
i. Availability: Patagonia Health will cooperate in good faith to provide the Patagonia Health
EMR in a manner that satisfies system availability objective. Normal hours for operation of
Patagonia Health EMR are considered to be Monday— Friday 7:00arn—6:00pm ET;
Saturday 8*00arn—5:00prn ET, excluding Patagonia Health holidays. Any period of
Unplanned Downtime in excess of 10 consecutive minutes will contribute to the monthly
sum of Unplanned Downtime.
ii. Response time: Patagonia Health will make commercially reasonable efforts to complete
page loads in 30 seconds or less, over broadband connection (3Mbps or greater downlink
speed), using hardware as specified in the hardware specifications document. Page load
time is defined as the time it takes from when user clicks on a link to the time first HTML
element appears and user can click on the page or scroll through the page.
B. Customer Reported Issues
Customer will classify any problem reported to Patagonia Health support teams according to the
descriptions below. If Patagonia Health disagrees with the customer's classification a discussion will
be called to reach an agreement.
bIt",
Trade Secret—Confidential and Proprietary Information—Do Not Disclose Except for the Purpose of Evaluating this Proposal
PatagoniaHealth
http://www.Patagoniahealth.com
• Critical
The software system has completely failed. Users cannot log in to the EMR or practice management
system. Users cannot view or update data for any patients in the system. There are no known
workarounds for the issue.
For example: the web server fails. No one can log in to the system.
• High
System is functional but a defect may produce incorrect or incomplete results and affects the
behavior. This defect has a work around, which may require modifying the user work flow.
For example: E-prescription is not transmitting prescriptions. Workaround is for user to hand write
prescriptions.
• Medium
System is functional and all operations return correct results. The defect may be isolated to a specific
flow. The issue impacts a small number of users. This kind of defect has a quick workaround for the
user to avoid any issues.
For example: Filter in a table or list does not narrow down results.
• Low
The defect is aesthetic or assistance request or information request. It does not affect functionality or
usability of the system. It might result from non-conformance to a standard. No work around is
required.
For example: Button text has spelling mistake or a message has grammatical error.
C. Defect Reporting Procedures
a. Initial Reporting: Customer will report any issues to Patagonia Health support team via
one of the methods listed in Appendix A.
b. Reporting Requirements: When reporting any issue, the customer will promptly provide
the following information
i. Steps to recreate the problem, include relevant details
ii. Contact information (name, email and phone number)
iii. If possible, severity of the issue
c. Response times: Patagonia Health will respond to reported issues in a timely fashion.
The response times based on severity are as follows:
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business 4 business 8 business 24 business
hours or less hours or less hours or less hours or less
2 business 2 business 2 business
hours or less hours or less hours or less, if
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2 business 4 business 48 business Next release
hours or less hours or less hours or less cycle or less
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• or feedback or feedback or feedback
app app app
D. Limited Remedies
a. Service Credit: For each instance of Patagonia Health's failure to meet System
Availability in a complete calendar month, Patagonia Health will be required to refund to
customer the prorated amount of Unplanned Downtime experienced calculated from the
annual fees paid by the customer to Patagonia Health.
b. Termination rights: In the event Patagonia Health fails to meet the System Availability
Objective for 4 consecutive months during a 12 month period, customer may terminate
agreement upon 90 days written notice.
c. Sole and exclusive Remedies: The service credit and termination rights described in this
section D. are customer's sole and exclusive rights and remedies for Patagonia Health's
failure to meet any of the requirements set forth in this agreement.
E. System Availability Exceptions
Unlike client-server systems that provide service level agreements, Internet services are routinely
impacted by events that cannot be controlled and may negatively impact System Availability. Each
party will make commercially reasonable efforts to communicate any Unplanned Downtime as soon
as possible using the escalation contacts established. Accordingly, the occurrence of any one of the
following events will constitute an exception to either party's obligation to meet the System Availability
Objective and will be considered Permitted Downtime.
i. An outage or slowdown or any kind of feed failure or feed delay that is due to the failure or
non-performance of any equipment, connections, entities, individuals or services that are
not under the direct reasonable control of Patagonia Health, including but not limited to,
Internet Service Provider routing, third party data center or service failure, third party
network errors etc.
ii. Any outage or slowdown or any kind of feed failure or feed delay caused by an event that is
beyond reasonable control of Patagonia Health, including, but not limited to acts of God,
acts of any Government in its sovereign or contractual capacity, terrorist acts, fires, floods,
snowstorms, earthquakes, epidemics, quarantine restrictions, wars, riots, rebellions,
insurrections or civil unrest, strikes or other work stoppages, Internet viruses or worms or
malware, hacker attacks such as Denial of Service and general Internet brown-outs, black
outs and slow downs.
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iii. Any outage or slowdown or any kind of feed failure or feed delay caused by maintenance.
Such outages require prior written (or email) notification at least 24 hours before the
planned outage. The notification will describe work to be done, scheduled date and time for
maintenance to be performed and expected length of outage or slowdown. Should the
outage exceed the scheduled outage in the notification by more than 15%, any Downtime
in excess of this 15%will counted towards Unplanned Downtime for the calendar month.
Patagonia Health will perform such maintenance to minimize the impact to the customers.
3. Contacting Patagonia Health Support
Use one of these methods
1. Feedback button in the EMR. Click on the Feedback (left hand side of all screens) in the EMR.
Submit an issue with your email address. Use this 24x7.
2. Email to support(-a)-patagoniahealth.com. Use this 24x7.
3. Patagonia Health support line 919-238 4780. Monday— Friday 8:00am —6:00pm ET.
4. Customer Responsibility
Customer is responsible for providing users with the appropriate hardware and software, access to
Internet and other devices as required. Any violations in policies (such as non-sharing passwords) will
have to be dealt with by the department.
Requirements:
1. Internet connection
a. Broadband access for all users
b. Sample measure, run hftp://www.pingtest.net/
from a few of the workstations during peak and off-peak hours. Results of 60ms or better
and 0% packet loss is expected
2. Desktops, laptops:
a. Modern hardware (dual-core CPU or better) with 2GB+ RAM. The browser should have
sufficient CPU cycles and should not be starved.
b. Preferably users are not sharing hardware at the same time
c. Users should not be running other network intensive applications like Pandora
3. Software:
a. Windows OS. XP or Windows 7 preferred.
b. Mozilla Firefox (latest version) to access the EMR
c. PDF Viewer (e.g. Adobe) to view scanned PDF documents
d. Microsoft Silverlight—only for staff who upload documents
4. Training:
a. New users to the department must be trained by others and should be required to view
on-boarding video training in the EMR
b. Users are expected to have basic understanding of computers
c. Users are trained on HIPAA guidelines
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