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HomeMy WebLinkAbout2022-232-E-IT Dept-Patagonia-Pay for additional Patagonia licenses for pharmacy apphttp://www.patagoniahealth.com Revised Renewal Sales Agreement 2022 - Pharmacy App Renewal & Additional User Licenses Customer: Orange County Health Department - NC Executed Date: Proposal Date:4/8/2022. This quote is valid for 90 days. The terms outlined in the Original Sales Agreement dated October 24, 2012 remain in effect except for where modified in the subsequent Agreements. This Agreement replaces Sales Amendment dated 8/7/2019 and voids Sales Agreement dated 3/28/2022. Contact: Kimberlee Quatrone, Business Officer –kquatrone@orangecountync.gov - 919-245-2460 Patagonia Health Sales Account Manager: Karen Khoury,Karen@PatagoniaHealth.com - 919-200-6011 Agreement Term 1 Year: Start Date 7/1/2022 End Date 6/30/2023 ●This Revised Agreement supersedes executed Renewal Sales Agreement 2022 executed 3/28/2022. ●The New Agreement Date has changed to reflect the Orange County, NC Fiscal Year. ●Users Included: 30 Permanent Full Time Users. ●Pharmacy App only. ●Excludes use of and support for all other apps & interfaces, including billing and e-prescription applications. Description Per User Cost Total Monthly Subscription Renew Pharmacy App with up to 15 Full Time Users Contract subscription minimum of $795.00 per month from 2019 plus 4% increase at contract anniversaries. $826.80 15 additional users added 3/2022 $30.00 $450.00 Total Monthly Subscription as of 7/1/2022 $1,276.80 1st Year Costs $15,321.60 Less: One Time Credit for fees already paid through 12/31/22 ($4,960.80) Net Total 1st Year Costs $10,360.80 Terms: ○Subscription Fees will be invoiced annually, in advance. ○Annual subscription costs will increase at each anniversary on July 1st by 4%. ○This Agreement is for an initial minimum term of one year. After the initial one year term, the agreement will automatically renew for the next year unless a written notice is received at least 90 days prior to the expiration of the current term to discuss new terms or to terminate the agreement. ○Reactivation post cancellation will incur an initiation fee. ○User Licenses can be added for $30.00 per user at any time during the active subscription. ○A decrease in users cannot occur more than once in a six month period. Page 1 of 3 Confidential. Copyright© 2021 Patagonia Health, Inc. 15100 Weston Parkway, Suite 204, Cary, NC 27513 | 919.238.4780 | Email:info@patagoniahealth.com DocuSign Envelope ID: 55FF4867-4481-44E0-96C4-6497255A4B04DocuSign Envelope ID: E2D521D8-A45F-4FA5-8036-262EFC1A4E6EDocuSign Envelope ID: 37385076-2222-4C89-BBA7-6AFFB4117C75 http://www.patagoniahealth.com Agreement Signatures: Patagonia Health, Inc. Signature: ______________________________ Date: _____________________ Name: Amos Slaymaker Title: VP of Sales and Marketing Phone: (919) 439-0964 Orange County Health Department - NC Signature: ________________________________ Date: _________________ Name: Bonnie Hammersley Title: County Manager Phone: 919-245-2306 Email: bhammersley@orangecountync.gov Email:amos@patagoniahealth.com Thank you for your continued partnership with Patagonia Health Page 2 of 3 Confidential. Copyright© 2021 Patagonia Health, Inc. 15100 Weston Parkway, Suite 204, Cary, NC 27513 | 919.238.4780 | Email:info@patagoniahealth.com DocuSign Envelope ID: 55FF4867-4481-44E0-96C4-6497255A4B04 04/29/2022 DocuSign Envelope ID: E2D521D8-A45F-4FA5-8036-262EFC1A4E6EDocuSign Envelope ID: 37385076-2222-4C89-BBA7-6AFFB4117C75 6/23/2022 http://www.patagoniahealth.com ADDENDUM TO PATAGONIA SALES AGREEMENT This Addendum modifies the Sales Agreement dated October 1, 2012 (the “Original Agreement”) by and between Patagonia Health, Inc. (“Patagonia” or “Provider”) and Orange County, a local political subdivision of the State of North Carolina, by and through its Orange County Health Department (“County” or “Customer”). The Addendum takes precedence over all conflicting terms and conditions of the Original Agreement and any amendments to the Original Agreement. This Addendum is attached to Renewal Sales Agreement 2022—Pharmacy App and Additional User Licenses and is incorporated into the Original Agreement as if fully set out therein. a.The following language is hereby added to paragraph 10.3,Governing Law:By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes.By executing this Agreement Provider certifies that Provider has not been identified,and has not utilized the services of any agent or subcontractor identified,on the list created by the State Treasurer pursuant to G.S.147-86.58.By executing this Agreement Provider certifies that Provider has not been identified,and has not utilized the services of any agent or subcontractor identified,on the list created by the State Treasurer pursuant to G.S. 147-86.81. b.Non-Discrimination.Provider shall at all times remain in compliance with all applicable local,state,and federal laws, rules,and regulations including but not limited to all state and federal non-discrimination laws,policies,rules,and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.)Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County.This paragraph is not intended to limit and does not limit the definition of breach to discrimination. c.Signatures:This Agreement together with any amendments or modifications may be executed electronically.All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of the North Carolina General Statutes Chapter 66. ORANGE COUNTY PATAGONIA HEALTH, INC. By: ________________________________By: __________________________________ Name and Title: ___________________________Name and Title: Amos Slaymaker, Vice President of Sales & Marketing Page 3 of 3 Confidential. Copyright© 2021 Patagonia Health, Inc. 15100 Weston Parkway, Suite 204, Cary, NC 27513 | 919.238.4780 | Email:info@patagoniahealth.com DocuSign Envelope ID: 55FF4867-4481-44E0-96C4-6497255A4B04DocuSign Envelope ID: E2D521D8-A45F-4FA5-8036-262EFC1A4E6E *“Subcontractors” does not include the Contractor’s engagement or hiring of subcontractors or otherwise engaging or partnering with third-party vendors that provide software which will be integrated into the Service (as defined in the Patagonia Sales Agreement). DocuSign Envelope ID: 37385076-2222-4C89-BBA7-6AFFB4117C75 Bonnie Hammersley County Manager Revised 06/21 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Patagonia Party/Vendor Contact Person: Karen Khoury Contact Phone: 919-200-6011 Party/Vendor Address: 15100 Weston Parkway #204 City Cary State: NC Zip: 27513 Department: IT Amount: $10,360.80 Purpose: Pay for additional Patagonia licenses for pharmacy app Budget Code(s):10315020-625010 Vendor # 61583 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 7-1-22 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state wo rk 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 affirmatio n. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: 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 the Clerk upon completion: occlerkdocs@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: 37385076-2222-4C89-BBA7-6AFFB4117C75 6/16/2022 6/17/2022 6/17/2022 6/17/2022 6/23/2022 05/12/2022 Tompkins Insurance Agencies, Inc 1240 Broadcasting Road P.O. Box 6707 Wyomissing PA 19610 Melissa Streeter (888) 601-2611 (888) 339-8337 mstreeter@tompkinsfinancial.com Patagonia Health Inc 15100 Weston Pkwy Suite 204 Cary NC 27513 Sentinel Ins Co, LTD 11000 Hartford Fire Insurance Co.19682 CL222288791 A 39SBMAE5408 02/13/2022 02/13/2023 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 A 39SBMAE5408 02/13/2022 02/13/2023 1,000,000 A 39SBMAE5408 02/13/2022 02/13/2023 5,000,000 5,000,000 B Technology E&O/Cyber Liability 39TE0334923-22 02/13/2022 02/13/2023 Each Wrongful Act $5,000,000 Aggregate $5,000,000 Orange County Health Department 300 West Tryon Street Hillsborough NC 27278 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 $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: 37385076-2222-4C89-BBA7-6AFFB4117C75 CERTIFICATE HOLDER © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS WC STATU-TORY LIMITS OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICE/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSR ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) 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. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 06/15/2022 AP INTEGO INSURANCE GROUP, LLC AP Intego Insurance Group, LLC 888-289-2939 375 Woodcliff Dr.certs@apintego.com Suite 103 Fairport NY 14450 Patagonia Health, Inc. 202 Midenhall Way Cary NC 27513 Travelers Indemnity Co Of America 25666 A UB0N691503 05/01/2022 05/01/2023 500,000 500,000 500,000 Orange County Health Department 300 West Tryon Street Hillsborough NC 27278 Clear All DocuSign Envelope ID: 37385076-2222-4C89-BBA7-6AFFB4117C75