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HomeMy WebLinkAbout2020-611-E Health=Circulation Inc. platform services amendment 1 FIRST AMENDMENT TO PLATFORM SERVICES AGREEMENT This First Amendment (this “Amendment”) is made effective May 13, 2020 (“Effective Date”), by and between Orange County Health Department (“Client”), with offices at 300 W. Tryon Street, Hillsborough, NC 27278, and Circulation, Inc. (“Circulation”), with offices at 53 State Street, 23rd Floor, Boston, Massachusetts, 02109. Each may be referred to as a “Party” or collectively as the “Parties.” WHEREAS, Client and Circulation entered into a Platform Services Agreement effective May 13, 2019 (the “PSA”), under which the Parties agreed to terms and conditions with respect to the provision of the Circulation software platform which enables on-demand and future ride booking and trip management focused on non-emergency medical transportation for eligible riders; WHEREAS, the Parties now wish to amend the PSA as set forth in this Amendment; and WHEREAS, capitalized terms used herein without definition have the meanings given to them in the PSA. NOW, THEREFORE, the Parties agree as follows: 1. Section 7.1 of the PSA is hereby amended and restated to read as follows: “Term. The term of this Agreement shall commence on the Effective Date and shall end at 11:59 p.m. on May 12, 2021.” 2. All other terms and conditions of the PSA remain unchanged. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Amendment. {SIGNATURE PAGE FOLLOWS} DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 2 IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the Effective Date set forth above. CIRCULATION, INC. By: Name: Title: Date: ORANGE COUNTY HEALTH DEPARTMENT By: _ Name: Title: Date: DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 9/3/2020 Revised 12/18 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Circulation, Inc. Party/Vendor Contact Person: Chelsea Lawson Contact Phone: 215-317- 2965 Party/Vendor Address: 53 State Street 2nd Floor City Boston State: MA Zip: 02109 Department: Health Amount: $5,500 Purpose: Provide transportation to Maternal Health and CHG clients to attend appointments Budget Code(s): 10414020-630000-71424/71409 Vendor # 65642 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 5- 13-20 Approved by Board Yes No Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Forgot to do an amendment back in May. Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to Sherri Ingersoll upon completion: singersoll@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 9/1/2020 9/2/2020 9/2/2020 9/3/2020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY A 1,000,000 MLP G71128192 003 Manashi Mukherjee ATL-005052109-03 2,000,000 10,000,000 X 22667 10,000,000 of Marsh USA Inc. ATLANTA, GA 30326 N X05/15/2020 0 05/15/2021 05/15/2021 ISA H25300622 B 3,000,000 1,000,000 N/A ACE American Insurance Company 2,000,000 X X X 05/15/2020 05/15/2020 Evidence of Insurance X Hillsborough, NC 27278 Orange County Health Department A N/A CN102926104--GAWU-20-21 05/15/2021 2,000,000 XFL G27171060 008 1,000,000 27960 100,000 2,000,000 X WLR C67455629 TWO ALLIANCE CENTER MARSH USA, INC. X 3560 LENOX ROAD, SUITE 2400 1275 Peachtree Street NE LogstiCare Solutions, LLC Atlanta, GA 30309 6th Floor 05/15/2020 300 W Tryon Street 05/15/2020 B 05/15/2021 Illinois Union Insurance Co DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 Named Insured Schedule As of 5/15/2020 Providence Service Corporation Logisticare Solutions, LLC Provado Insurance Services, Inc. Provado Technologies, LLC Red Top Transportation, Inc. Ride Plus, LLC (Workers Compensation and Umbrella/Excess Only) Health Trans, Inc. LogistiCare Solutions Independent Practice Association, LLC LogistiCare, Inc. Gainesville Technology Services, Inc. LGCT Ware, Inc. Online Communications, Inc. Provado Insurance Services Purchasing Group, Inc. LogistiCare, Inc. 401K Plan The LogistiCare Foundation, Inc. Automated Dispatch Solutions, Inc. Charter LCI Corporation Circulation, Inc. DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 Robin Heffernan COO Circulation, Inc. DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 COO Circulation, Inc. DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 Robin Heffernan COO Circulation, Inc. DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 STATEMENT OF WORK 2019.02.22 CIRCULATION STATEMENT OF WORK THIS STATEMENT OF WORK #1 ("SOW"), dated and entered into as of this 13th day of May, 2019 (the "Effective Date"), is made by and between [Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolina, on behalf of its Health Department, company with offices located at 300 W. Tryon Street, Hillsborough, NC 27278, (“Client”) and Circulation, Inc., a Delaware corporation with offices located at 53 State Street, Floor 23 Boston, MA 02109 (“Circulation”) pursuant to and subject to the terms and conditions of the Platform Services Agreement, dated 03/15/2019 (the "Agreement") between the parties. General Description of Services General Overview. Circulation is a provider of the Circulation software platform which enables on-demand and future ride booking and trip management focused on non-emergency medical transportation for eligible riders (“Riders”). Collectively, the database architectures, database, algorithms, and websites comprise the system hereinafter referred to as the “Platform” and when combined with professional services as the “Services.” The Platform is currently in market with a scheduling application that integrates with “Transportation Providers” fulfilling “Rides” requested through the Platform. Services. The specific Services and “Deliverables” contemplated in this SOW are detailed in Exhibit A. of this agreement. Term and Termination Term. Initial period of one (1) year from the Effective Date. This SOW may be renewed at the end of each term for a further term of twelve (12) months by written amendment duly executed by authorized members of both Parties unless either party gives the other written notice of termination in accordance with the termination provision below. Termination. Either party may terminate this SOW without cause by providing sixty (60) days written notice to the other party. Fees Charged for Circulation's Services Booking Fee. $4.00 per ride Booking Fee • . All payments will be payed via check IT Service Fee. N/A Onboarding Fee. N/A How Circulation Rates and Fees Work Booking Fee. This fee is applied to all Booked Rides ordered in the Circulation Platform on behalf of the Client or the Client's Riders. On the day following the end of the Billing Period, we will calculate the number of Rides Booked during the Billing Period and apply the Booking Fee as a lump sum charge to your account. Billing Period. The Billing Period begins on the first day of the calendar month and ends on the last day of the same month, and only includes Rides that are completed and submitted with a final receipt for the Ride Cost. "Booked Ride" A Ride is considered "Booked" when the ride request is transmitted to a Transportation Provider and the Transportation Provider accepts responsibility for fulfillment of the Ride. IT Service Fee. The IT Service Fee is a recurring monthly charge for any custom technical integrations that require ongoing resourcing independent of Client’s ride volume. In some cases, this is a pass through of costs incurred to Circulation for third-party service providers (e.g. EMR integration fees charged to Circulation by your vendor). Onboarding Fee. This fee is calculated based on the expected resourcing required to implement customizations and workflows for the Client. This fee is a one-time fee and is payable within thirty (30) days of the Effective Date of this SOW. Transportation Costs & Fees Passed Through to Client DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 STATEMENT OF WORK 2019.02.22 Ride Cost. (or "Transportation Cost") Invoiced monthly. Circulation has subcontracted with the Transportation Providers delivering Rides requested through Circulation. We pass on to the Client the direct cost of transportation charged to Circulation by the Transportation Provider, at no additional mark up. Cancellation Fees. Before Ride Booking: No charge After Ride Booking: Pass through of cancellation fees or other charges when the Rider and/or Client is the cause, or at fault for the Ride being cancelled (i.e. Rider no- show, Rider refuses transportation, Client schedules an incorrect Ride date or time). This fee is a pass through from the transportation provider. Adjustments. If Client disputes the Ride Cost or Cancellation Fees for a Ride, or has a grievance that would warrant reimbursement for all or a portion of the Ride Cost or fees, Circulation will investigate the claim per established grievance policies. If Circulation finds in Client’s favor, a credit for all or a portion of the Ride Cost or fees will be applied to a subsequent Billing Period as an Adjustment. Conversely, if we bill for an incorrect Ride Cost or Fee for a Ride occurring in a previous Billing Period, Circulation will credit the difference as an Adjustment in a subsequent Billing Period. Payment Terms The fees cover only the Specific tasks, expenses, tax and Deliverables set forth in this SOW. It does not include travel and expenses incurred by Circulation in connection with the performance of the Services. Client shall reimburse Circulation for actual pre-approved travel, per diem and out-of-pocket expenses incurred by Circulation in connection with the performance of the Services. Any Services and Deliverables performed outside the scope of this SOW shall not be included within the fees set forth above and shall be charged on a time and materials basis at Circulation’s then current rates, unless otherwise agreed to in writing by the parties. The maximum amount payable by Client for the initial term of this Agreement shall not exceed $5500 dollars unless amended in writing and signed by both parties. Invoices are payable via check or electronic funds transfer, within thirty (30) days of receipt of invoice to the bank account indicated in Exhibit C. All overdue amounts will accrue interest at the lesser of 2.5% per month or the maximum rate permitted by law. Assumptions The Services, Deliverables, pricing, and schedule set forth herein are based upon the assumptions and dependencies listed in Exhibit A. If any of these assumptions or dependencies proves to be incorrect or are not achieved in whole or in part, or if Circulation is requested to deviate from or add services or deliverables to this proposal, then the parties may agree to appropriate and equitable adjustments to the Services, Deliverables, pricing and/or schedule for in connection with this SOW; provided, neither party will be obligated to pay or perform any activities beyond the scope of this SOW prior to the execution of a written amendment signed by each party. Approval The parties hereto have caused this SOW to be executed by their respective duly authorized representatives as of the Effective Date hereof. To the extent there are any inconsistencies or conflicts arising between the provisions of this SOW and the Agreement, the provisions of the Agreement shall control unless otherwise expressly provided in this SOW. All other terms and conditions of the Agreement not expressly modified herein remain unchanged and in full force and effect. Signatures CIRCULATION, INC. By: ___________________________ Name: ___________________________ Title: ___________________________ ORANGE COUNTY, NORTH CAROLINA, on behalf of its HEALTH DEPARTMENT By: ___________________________ Name: ___________________________ Title: ___________________________ DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 STATEMENT OF WORK 2019.02.22 Project Contacts Circulation Project Contact(s): Account Manager & Point of Contact: Name: Natalie Cicciari Title: Client Services Manager Email: natalie.cicciari@circulation.com Business Development Contact: Name: Chelsea Lawson Title: Account Executive Email: Chelsea.lawson@circulation.com Executive Contact: Name: Monica Rivera Title: VP of Business Development Email: monica.rivera@circulation.com Client Project Contact(s): 1 Primary Contact (Project Manager): Name: Renee Kemske Title: Nutrition Program Manager Email: rkemske@orangecountync.gov Phone: 919.245.2418 Executive Sponsor/Contact: Name: Kimberlee Quatrone Title: Business Officer Email: kquatrone@orangecountync.gov Phone: 919.245.2460 DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 STATEMENT OF WORK 2019.02.22 EXHIBIT A. DESCRIPTION OF SERVICES Circulation Background Circulation is a provider of the Circulation software platform which enables on-demand and future ride booking and trip management focused on non-emergency medical transportation for eligible riders (“Riders”). Collectively, the database architectures, database, algorithms, and websites comprise the system hereinafter referred to as the “Platform” and when combined with professional services as the “Services.” The Platform is currently in market with a scheduling application that integrates with “Transportation Providers” subcontracted by Circulation to fulfill “Rides” requested through the Platform. Service Description Core Circulation Platform i. Ride scheduling & dispatch platform for use by Client’s designated Users ii. A mobile-responsive cloud-hosted website that enables Users to schedule transportation iii. Coordinated transportation network services iv. Network intelligence application (analytics and reporting tools) v. Training and on-boarding of Client Users Approach Circulation’s approach to implementing the Platform and Services will be as follows: 1. Project Kick Off: a. Introduction of teams/review of implementation process 2. On-Boarding Data Collection Stage: a. Circulation will send the Client onboarding forms to be completed by Client within one (1) week from the Client’s receipt of the forms. b. Information requested of Client may include, but is not limited to the following: Users and access privileges, Client-specified Billing Codes, Separate Invoices, or Rider Directory/patient data uploads. 3. Platform Configuration/Training: a. Circulation and Client schedule the web-based training b. Following training, training materials are available digitally and via web-based support for Client 4. Platform Pre-Go-Live: a. Circulation and Client agree on any ordering workflows or specifications b. Client confirms requested Platform go-live date with Circulation 5. Platform Go-Live a. Circulation notifies Client when Platform is switched live for active Ride Booking Client Responsibilities The Client responsibilities are listed below: i. Appoint a Project Manager and/or Program Manager to act as the Client’s single point of contact for Circulation. ii. Provide sponsorship from the Client’s senior management, who will be available on a timely basis to monitor progress and to act as a decision maker for policy decisions and issue resolution as required. iii. Ensure that Client team members are knowledgeable about the solution being implemented and have sufficient capacity to support the Project. iv. Provide Circulation with timely access to key Client personnel and ensure timely, expeditious completion of any IT, security, or compliance reviews as required. v. Client agrees to provide to, deliver or make available, as applicable, all requested documentation required for Platform setup and on-onboarding within one week of Circulation’s request. vi. Client shall provide at its own expense Internet Explorer 11 or Chrome web browser access to work with Circulation Platform. Firefox and Safari are not currently supported. Assumptions and Exclusions DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458 STATEMENT OF WORK 2019.02.22 The Service Description assumptions are listed below: i. All supporting documentation will be developed using industry standard personal computers/laptops using Microsoft Office applications and/or other mutually agreed upon documentation tools. ii. Circulation will conduct the work from Circulation offices, with reimbursable travel to Client’s offices as needed or requested, in which case Client will permit Circulation personnel to visit its on-site facilities and meet with necessary Client personnel, subject to Client’s policy for site visitation. If directed, any travel will result in additional SOW related fees. The Service Description exclusions include, but are not limited to the following: i. Requests that change or extend the standard Circulation software source code. ii. Requests for non-standard reporting or analytics not otherwise specified in this Services Description or applicable Statement of Work. Description of Transportation Providers Transportation Providers. Client acknowledges that the use of the Platform may involve and/or require integration with technology services provided by third party Transportation Providers, including but not limited to Lyft, Inc. (“Lyft”). DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458