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HomeMy WebLinkAboutResolution - 2019-R0255 - Patagonia Health - 07/23/2019 (2)Resolution No. 2019-R0255 Item No. 6.17 July 23, 2019 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Contract No. 14676 for Commercial Off-the-Shelf Electronic Medical Record Software as per RFP 19-14676-SG, by and between the City of Lubbock and Patagonia Health, Inc., of Cary, North Carolina, and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on July 23,2019 DANIEL M. POPE, MAYOR ATTEST: ro-'P hP j -r- - Rebe ca Garza, City Secretat APPROVED AS TO CONTENT: Bill H rton, Deputy C' Manager APPROVED AS TO FORM: Ry Bio e, A si nt City Attorney ccdocs/RES.Contract 14676—Commercial Off-the-Shelf Electruiiic Medical Record Software July 12,2019 Resolution No. 2019-RO255 Contract 14676 City of Lubbock, TX Commercial Off-the-Shelf Electronic Medical Record Software Agreement This Service Agreement(this"Agreement") is entered into as of the_2_lxdday of July 2019 Effective Date") by and between Patagonia Health,Inc.,(the Contractor), and the City of Lubbock(the City"). RECITALS WHEREAS, the City has issued a Request for Proposals 19-14676-SG, Commercial Off-the-Shelf Electronic Medical Record Software. WHEREAS, the proposal submitted by the Contractor has been selected as the proposal which best meets the needs of the City for this service; and WHEREAS,Contractor desires to perforin as an independent contractor to provide Commercial Off- the-Shelf Electronic Medical Record Software upon terms and conditions maintained in this Agreement; and NOW THEREFORE, for and in consideration of the mutual promises contained herein,the City and Contractor agree as follows: City and Contractor acknowledge the Agreement consists of the following exhibits which are attached hereto and incorporated herein by reference, listed in their order of priority in the event of inconsistent or contradictory provisions: 1. This Agreement 2. Exhibit A—General Requirements per response by Contractor 3. Exhibit B—Sales Agreement and Price Sheet 4. Exhibit C—Business Associate Agreement 5. Exhibit D—Insurance Scope of Work Contractor shall provide the services that are specified in Exhibit A. The Contractor shall comply with all the applicable requirements set forth in Exhibit B, C and D attached hereto. Article 1 1.1 The contract shall be for a term five years,said date of term beginning upon formal approval. The Contractor must maintain the insurance coverage required during the term of this contract including any extensions. It is the responsibility of the Contractor to provide valid insurance to the Purchasing and Contract Management Department as requested. 1.2 Neither party may assign this Agreement, in whole or in part,without the other party's prior written consent except in the event of an assignment pursuant to the sale of all or substantially all of the assigning party's business or assets. Any attempt by either party to assign this Agreement other than as permitted above will be null and void. 1.3 All funds for payment by the City under this Agreement are subject to the availability of an annual appropriation for this purpose by the City. In the event of non-appropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the Agreement, the City will terminate the Agreement, in accordance with Section 7 (Term and Termination)of the Subscriber Services Agreement,on the last day of the then-current fiscal year or when the appropriation made for the then-current year for the goods or services covered by this Agreement is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this Agreement,cancellation shall be accepted by the contractor on 30 days prior written notice,but failure to give such notice shall be of no effect and the City shall not be obligated under this Agreement beyond the date of termination. It is expressly agreed that the City shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of the Subscriber Services Agreement, but only as a necessary fiscal measure as determined by the City Manager of the City of Lubbock or his or her designee. 1.4 This contract shall remain in effect until the expiration date. The City of Lubbock reserves the right to award the canceled contract to the next lowest and best bidder as it deems to be in the best interest of the city. Article 2 Miscellaneous. 2.1 This Agreement is made in the State of Texas and shall for all purposes be construed in accordance with the laws of said State,without reference to choice of law provisions. 2.2 This Agreement is performable in, and venue of any action related or pertaining to this Agreement shall lie in, Lubbock,Texas. 2.3 This Agreement and its Exhibits contains the entire agreement between the City and Contractor and supersedes any and all previous agreements, written or oral, between the parties relating to the subject matter hereof. No amendment or modification of the terms of this Agreement shall be binding upon the parties unless reduced to writing and signed by both parties. 2.4 This Agreement may be executed in counterparts,each of which shall be deemed an original. 2.5 In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement shall not be affected thereby. 2.6 The waiver of a breach of any provision of this Agreement by any parties or the failure of any parties otherwise to insist upon strict performance of any provision hereof shall not constitute a waiver of any subsequent breach.or of any subsequent failure to perform. 2.7 This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, representatives and successors and may be assigned by Contractor or the City to any successor. 2.8 All claims, disputes, and other matters in question between the Parties arising out of or relating to this Agreement or the breach thereof, shall be formally discussed and negotiated between the Parties for resolution. In the event that the Parties are unable to resolve the claims, disputes, or other matters in question within 30 days of written notification from the aggrieved Party to the other Party, the aggrieved Party shall be free to pursue all remedies available at law or in equity. 2.9 At any time during the term of the contract, or thereafter,the City,or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City, Contractor shall refund the City the full amount of such overpayments within 30 days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor. 2.10 The City reserves the right to exercise any right or remedy to it by law, contract, equity, or otherwise, including without limitation,the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy.The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in,or related to,this do. 2.11 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.THIS AGREEMENT IS PERFORMABLE IN LUBBOCK COUNTY, TEXAS.THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT TO THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF COMPETENT JURISDICTION OF THE STATE OF TEXAS,COUNTY OF LUBBOCK,FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS THAT ARE CONTEMPLATED HEREBY. 2.12 In the event contract is assigned, assignee must comply with the insurance requirements of this agreement. 2.13 Contractor acknowledges by supplying any Goods or Services that the Contractor has read, fully understands, and will be in full compliance with all terms and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims any terms and conditions provided by the Contractor unless agreed upon in writing by the parties. In the event of conflict between these terms and conditions and any terms and conditions provided by the Contractor,the terms and conditions provided herein shall prevail. The terms and conditions provided herein are the final terms agreed upon by the parties, and any prior conflicting terms shall be of no force or effect. 2.14 Pursuant to Section 2270.002 of the Texas Government Code, Respondent certifies that either(i)it meets an exemption criteria under Section 2270.002;or(ii) it does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its Response. 2.15 SB 252 prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization. INTENTIONALLY LEFT BLANK----- IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed the day and year first above written. Executed in triplicate. CITY OF LUB OCK CONTRACTOR BY: Daniel M. Pope, Mayor Authorized Representative ATTEST: Ashok Mathur Print Name 150100 Weston Parkway, Rebecca Garza, City Secre Ury Suite 204 Address APPROVED AS TO CONTENT: h Cary, NC 27513 5S r v 2 City, State, Zip Code Katherine Wel s, Diretor n Public Healtrpt, we 4 s APPROVED AS TO FORM Ryan;ool , Ass' ant City Attorney PatagoniaHealth City of Lubbock Public Health Department http://w,ww,patagoniahealth.coni RFP 19-14676-SG- Electronic Health Record Software GENERAL REQUIREMENTS Met, Partially Additional Comments Met,Not Cost Met Vendor 1. Experience working with governmental The Patagonia Health team has years of public health departments. experience working with public health Met departments having configured and implemented Electronic Health Records into over one hundred city and county health departments in over twenty states. 2. 24 hour,7-day per week support center Patagonia Health support can be reached available during business hours(Barn to Spm EST) Mon to Fri inclusive.Support can be reached either by phone or by opening an electronic ticket from within the EHR.Our support staff Met is based in Cary, NC.Our servers and system up is monitored 24 hrs.,7 days a week. Please refer to the"Service Level Agreement,"included in Tab 6 of our response which specifies uptime, response time as well as any penalties for non- performance. 3. Regular software updates provided with We are consistently enhancing the Patagonia minimal downtime Health solution. New releases are put out every 4-6 weeks with an average of 15 enhancements per release benefiting all customers every release cycle. Nearly 90% of all releases are targeted towards public Met health focused functionality and enhancements.The system has also averaged an uptime of 99.5%over the last two years. Please refer to the"Service Level Agreement," included in tab 6 of our response for more detail on performance. 4. Provides implementation training Yes, and includes both remote and onsite training.We strongly believe in providing in- person training at your site.Your users Met follow our trainers and it is "see and do" type of class room training. By being on site we also learn about your agency which allows us to serve you better going forward. 5. Offers ongoing training opportunities Met 6. Completes a workflow assessment prior Yes,and our implementation ensures that to implementation to streamline processes Met the EHR works out of box to meet your clinic's specific needs.We collect your agency data and set it up for you. Our info@patagoniahealth.com PatagoniaHealth City of Lubbock Public Health Department http://www.patagoniahealth.corn RFP 19-14676-SG- Electronic Health Record Software system includes tons of clinical templates. You can either use these existing templates or we can create your templates or a combination. 7.Offers custom programming to develop Yes.Our development team has completed new modules many custom development projects for past Met Y health departments and we are also open custom development work for new health departments. 8.System utilizes ICD coding Patagonia Health maintains ICD codes in Met nearly real time via a direct connection to the AMA database. 9. Migrate legacy data into the proposed Included in the pricing is both a patient solution demographic and clinical data migration to migrate prior legacy data into the Patagonia Met Health system. Please see the"Patagonia Health Data Migration Summary," included in tab 6 of our response for more detail on the data migration process. System Description 1. Ability to maintain a single patient record Met for each patient. 2.Ability to provide a single universal Met identifying number for each patient. 3.Ability to link two or more patient records We currently do not link patient records due for family members,such as two siblings or to HIPAA concerns when records are shared mother and child. between entities.We do have a COPY Partially function in Patient Demographics to reduce Met keystrokes when adding family members. We do collect Household Income data,for the calculation of Sliding Fee Scales,which includes family members. 4. Stores narrative notes and allows for Met If note has been signed,an addendum can input and editing of narrative notes. be added. 5.Allows documents to be attached to the Met patient record. 6. Captures electronic signatures. Met 7. Record patient demographics including preferred language,gender, sexual Met orientation,race, ethnicity,and date of birth. 8.Ability to print(all or part)of the medical Met record. 9. Ability to transmit information via fax Met 10. Provides secure email messaging to Met EMR Direct is our secure email messaging for outside providers entities outside your facility. 11.Ability to capture picture of client and Two ways- either with a webcam or Patient link picture to the patient record with new Met ID Scanner that will parse the number to the photo driver's license field and photo to the patient's photo field with one scan. info@patagoniahealth.com PatagoniaHealth City of Lubbock Public Health Department http://www.patagoniahealth.coni RFP 19-14676-SG -Electronic Health Record Software 12.Ability for patients to register online or Yes,this is available as an optional add on, via kiosk in the lobby Met Y We can also interface with third party as an optional interface at an additional cost. 13.Integrated clinic calendar and scheduling Met system 14.Ability to send reminders to patients Met Including patient reminders for through text, mail or email that meets appointments and alerts for follow up visits HIPAA guidelines via email,text or voice mail and in English or Spanish. 1S.Ability to register walk-in patients Met 16.Secure web based patient portal to Met communicate patient health information Met, Partially Additional Met,Not Cost Comments Met Security 1.Solution is HIPAA Certified Met We are HIPAA compliant and ONCHIT Federally Meaningful Use Stage 3 certified EHR software provider. 2. Solution is HITECH compliant The HITECH Act of 2009 established the Office of National Coordinator(ONC). ONC Met established Health IT Certifications like Meaningful Use. Patagonia Health's EHR is ONC-ACB Federally Certified Meaningful Use Stage 3. 3. City of Lubbock maintains ownership of data Met 4. Data backups are performed at least daily The application is backed up after any configuration changes and the full database Met is backed up every 24 hours. Please refer to Backup and Disaster Recovery Policy"for more details. S.Access can be restricted based on position Yes,The system includes role-based security for functions such as editing and deleting Met in which system administrators will control user's permissions such as editing and deleting. 6.Access can be restricted to specified program areas. Example:Only STD Clinic Met staff can review a patient's HIV status. 7. Systems are in place to prevent Unauthorized users cannot access the unauthorized access to the system. Met solution. Please refer to"HIPAA-Compliance Summary." 8.System security complies requirements Yes, and this was also a requirement for the outlined in Texas HHS Data Use Agreement. City of Amarillo Health Department in Texas. Please note Patagonia Health is in the sole Met business of providing Electronic Health Record software.Thus, it complies with applicable HIPAA requirements and our sales agreement includes applicable HIPAA info@patasoniahealth.com P,atagoniaHealth City of Lubbock Public Health Department http://www.patagoniaheaIth.coni RFP 19-14676-SG-Electronic Health Record Software compliance clauses.Additionally, Patagonia Health is federally certified to meet all requirements for Electronic Health Records. Since 2010,we have been certified to meet all three stages of federal Meaningful Use requirements including the latest version. 9. If selected,applicant will sign the HHS Subcontractor Agreement form.This form is part of the HHS Data Use Agreement that Will need some discussion to address the City of Lubbock is required to sign with Met highlighted items. the Texas Department of State Health Services. Reporting Capabilities 1. Able to generate ad hoc reports/queries Our robust ad hoc report writer allows you of clinical,demographic,and administrative to save your constraints the next time you data. run the report.We understand the Met importance of Reporting in Public Health and include as part of our standard support, unlimited report writing assistance at no additional charge. 2. Generates reports based on diagnosis Met code,clinic,and/or provider. 3. Generates worksheets for lab testing and controls Met 4.Ability to download reports into MS Excel, Met PDF, CSV and MS Excel.Word or PDF. 5. Ability to generate patient lists. Electronically select,sort, retrieve,and generate lists of patients according to Included as part of our standard support is problem list, immunizations, medication list, Met unlimited report writing assistance at no demographics,and laboratory test results, additional charge. communicable diseases and to cross reference each field. M et, Partially Additional Comments Met, Not Cost Met 6.Able to generate unduplicated counts of patients who received Texas Vaccine For Children(TVFC)Program and Adult Safety Net(ASN)vaccinations for specified date Met ranges. Report must be able to provide counts for each eligibility group, uninsured, underinsured, CHIP, Medicaid, uninsured, veterans. 7.Ability to save templates for commonly Met run reports. specific Function info@patagoniahealth.com PatagoniaHealth City of Lubbock Public Health Department http://www.patagoniahealth.coni RFP 19-14676-SG- Electronic Health Record Software 1.Allows authorized staff to input and/or add Met information to medical history. 2.Allows authorized staff to review medical We capture the original user/date/time history at visits and record review of medical Met history was recorded and subsequent edit or history. review user/date/time. 3.All for review of medical charts by an additional clinician and/or medical director Met 4. family health history. Met 5.Able to generate medical excuse for school Met or work 6.Allows authorized staff to record physical Met exam in appropriate fields. 7. Manages a list of allergies that is A standard list of Allergies and Reactions are accessible and updated by all clinical Met included and codified to SNOMED-CT with services. the ability to add user defined. 8.Allows for electronic access to Physician's Surescripts is our e-prescribing solution. Desk Reference. Surescripts is a nationwide prescribing network that provides the database of medications, contraindication checking and the ability to download patient history.PDR Met information is included with our solution including Patient education,monographs via Lexicomp),TML(The Medical Letter on Drugs and Therapeutics),PDR brief,etc. If the user prefers to use an online version of PDR,simply open a second browser. 9. Provides drug to drug,drug to allergy, and Met drug to disease interactions. 10. Has the ability to enter orders May need more discussion on specific electronically to include orders for vendors and their ability to connect. medications, laboratory,and radiology Patagonia Health has interfaced with a services, variety of practice management systems, diagnostic labs, HIES, registries and other Met Y custom interfaces.We have the expertise to interface with any system.That system must be able to support one or more of the following interfaces:i. HL7 ii.CCDA iii.XML over SOAP or API web service iv.JSON.Also, custom interfaces can be developed. 11.Able to manage prescriptions that are dispensed by agency pharmacy and indicate Met Including maintaining accurate inventory.who dispensed medication, date, and quantity dispensed. 12.Supports ability to send electronic Patagonia Health leverages Surescripts for prescription orders AND/OR print Met our electronic prescripts and printing. prescription for client. Surescripts is a nationwide prescription network that over 95%of U.S. pharmacies infoPpatagoniahealth.com PatagoniaHealth City of Lubbock Public Health Department http://www.patagon[ahealth.coni RFP 19-14676-SG- Electronic Health Record Software are connected to including thousands of local independent pharmacies, nationwide pharmacies and mail order pharmacies which follow nationwide standard protocol. Users can print the prescription or send electronically at their discretion. 13. Notifies the relevant providers that new results have been received. Met 14.Allows for review of lab test results by clinician and record date,time, and name of Met reviewer. 15.Allows alerts to be placed on specific patients based on laboratory results etc. Met 16.Able to generate a release of information request. Met Met, Partially Additional Met,Not Cost Comments Met 17.Allows for proper adherence to record retention schedules. Met 18.Supports the building of patient care plans. Met 19. Provides the ability to create patient specific instructions/patient specific care Met plans. 20. Has ability to create clinical summaries to be given to patient at each visit that Included is a Patient Portal where this include test Met information is available and the patient can results, problem lists,medication lists and communicate securely. allergy lists. 21.Able to select and record age- appropriate Met and/or condition-specific education given to client and delivery method of education. 22.Ability to track status of consent forms our solution allows you to attach an e.g.on file,signed,outstanding.)expiration/duration time to each form for Met example an ABN must be signed yearly.The form turns red,alerting your staff it's time for a new form to be signed. Immunizations 1. Interface accepts a patient's immunization Yes.When ImmTrac2 is ready for b- record downloaded from the current state Met directional HL7 interfaces we will be ready. of Texas immunization system (currently note: ImmTrac2 is currently accepting beta IMMTTAC 2) into the patient record. test sites for bi-directional connectivity). 2. Flags immunizations needed according to Yes.When the State Immunization Registry clients age, immunization history and Met ImmTrac2) is ready to send current Advisory Committee of recommendation information. ImmTrac2 is Immunization Practices(ACIP)schedule.currently beta testing this functionality.We infoPpatagoniahealth.com PatagoniaHealth City of Lubbock Public Health Department http://www.patagonialiealth.com RFP 19-14676-SG- Electronic Health Record Software have experience with this functionality in other states,like ShowMeVax in Missouri. 3.Allows for updating of recommendations Met when immunization guidelines change. 4.Allows manual entry of historical immunization record. Met S.Ability to document vaccine eligibility at each visit to meet TVFC program guidelines. Met 6.Ability to associate contraindications to Met specific vaccines. 7.Ability to document client eligibility for Met state vaccine at each clinic visit. 8. Electronically transfers vaccines administration data to Texas Immunization Met Patagonia Health will maintain all your codes System per state guidelines. including NDC Codes,CVX and MVX. 9. Interface documents when consent is given to participate in the immunization Met And when they do not consent to share with registry Registry. 10. Interface documents who consented for participation in the immunization registry. Met 11.Interface has system to notify staff of 18- 24-year olds who have not yet consented for Met participation in the adult immunization registry. 12.Records immunizations given in medical record to include vaccine name,trade,lot number,vaccine expiration date,site,date Met vaccine given,series,manufacturer, dose and VIS given. 13.System utilizes barcode scanning Met For accuracy and speed during administration and entering lot inventory. Met, Partially Additional Met,Not Cost Comments Met 14.Auto-populates encounter form for immunization services provided. Met 15.Ability to notify a patient when they are due for an immunization or for annual flu Met vaccine. 16. Patient notification system allows for Met Reminders can be sent via email,text or notification by text,email or printed letter. voicemail in compliance with HIPAA. 17.Able to print an immunization record that includes immunization history and Met vaccines provided during clinic visit Vaccine Inventory Management 1. System to maintain vaccine inventory by trade, lot number,vaccine expiration date, Met dose. info@patagoniaheaIth.com I'atdgoniaHealth City of Lubbock Public Health Department http://www.patagoniahealth.coni RFP 19-14676-SG -Electronic Health Record Software 2.Ability to maintain vaccine inventory based on funding source,Texas Vaccine for Children Program,Texas Adult Safety Net, Met Donated Vaccine, Private Vaccine. 3.Ability to document when vaccine is removed from inventory and transferred to Met an outside clinic. 4.Ability to document when vaccine is removed from inventory due to vaccine loss. System must be able to document reason Met for loss including,expired,drawn and not administered, improper storage. 5.Ability to notify staff of vaccine that will Yes,and this is done through the Inventory be expiring within the next 30,60 or 90 Met audit reports,which can be"exported to days. excel"and filtered on expiration date. 6.System to reconcile and document vaccine inventory each month. Met Via reporting. Registration/Checkout 1.Able to search for client by client first Patagonia Health allows patient search by name, client last name, client ID number, First Name, Last Name,Preferred Name, client date of birth,client social security DOB and MRN.Similar to Google search in number, client's alias, client's responsible that the user begins type the name and the party first name and last name(including Partially list of names that match will display. responsible party history choices),client's Met Additional information about the client i.e. mother's first and last name, client's father's address, phone number,email id,client first and last name,clients city and/or picture also displays which help in identifying county. the client when multiple clients with similar names show in the display list. 2. Provides ability to select and open client demographic information from search list. Met 3. Has ability to create a client call intake. Met 4. Validates city,state and zip code and flag Metanydiscrepancies. 5.Automatically generates client ID Met numbers. 6. Allows for management of required demographics, payor, eligibility, and income Met data fields. 7. Retains historical income and sliding fee Metscaledata. Met, Partially Additional Comments Met,Not Cost Met 8. Retains previous payor data. Met 9. Displays client's current age on all of the Met Patient Photo, MRN, DOB as well.client demographic screens. 10.Allows user to specify"confidential Visits can be marked confidential to suppress contact"for the client for each sub-program Met billing. Marking a patient visit confidential info Ppatagoniahealth.com PatagoniaHealth City of Lubbock Public Health Department http://www.patagoniahealth-coni RFP 19-14676-SG -Electronic Health Record Software specified. For example, a teenager comes will prevent charges from being sent to into the STD clinic and doesn't want his/her insurance and/or displaying on the patient parents to know. statement.This protects the privacy of a teenager who comes in for a pregnancy test STD,communicable diseases, etc.)from having a bill sent to her home,which would notify her parents. If the teenager is a regular patient,she may need to come in for confidential visits. From a security standpoint, our case management apps(i.e. HIV Case Management,TB app,etc.)are designed only to allow only end-users with appropriated permissions access to patient information thus hiding it from users who do not have permissions offering another way to secure sensitive patient information. 11.Displays the date the client demographics were last updated on all of Met And the user who last updated the the client demographic screens. information displays too. 12. Displays the last user to update sub- sections of the client demographic,payor, Met eligibility and/or income information screens. 13.Able to record which consents were signed by client with date. Met 14.Alerts user if consents need to be signed. Met 15.Indicates what proof is used when a name is changed and document all versions Met of the name and who changed it in history. 16. Keeps history when an alias is changed and document all versions of the alias and Met who changed it in history. 17. Indicates responsible party's relationship if patient is a minor and capture responsible Met party's SS#. 18.Able to copy the necessary call intake information into the client demographic Met section once client arrives for appointment and becomes a client in the system. 19.Able to copy the necessary client demographic information into the Met responsible party section and the insured section if the information is the same. 20.Retains historical"responsible party" information and their payor and payor plan Met type. 21.Able to bill the correct responsible party based on the date of service and the party Met responsible at that time. info(opatagoniahealth.com PatagoniaHealth City of Lubbock Public Health Department http://www.patagoniahealth.corn RFP 19-14676-SG-Electronic Health Record Software 22.Displays client balance on all of the client Met demographic screens. 23.Able to collect and post all co-pays and flat fee services to client's account prior to Met client receiving services. 24.Able to post payments to previous Patagonia Health supports CPT/HCPCS balances for a specific CPT/HCPC/CDT/Local Metially codes. Posting payments can be done to the code. supported code types. Met, Partially Additional Met,Not Cost Comments Met 25.Interfaces credit card system with EHR This can be available through a Credit Card system(including debit cards and flex Interface or added through a custom medical). Met Y enhancement depending on client requirements. Both projects will need to be scoped to provide an accurate price. 26.Able to print client receipt showing the 100%fee,the discount applied, any Met payments made,and the balance due. 27.System tracks patient telephone calls Met 28.Able to enter an encounter for past date Met services. 29. Has ability to post a refund to a client account and refund cash,check or apply Met credit to the credit card that was used. 30.Able to overbook a time slot for each Met clinic. 31.Able to restrict time slots(clinic profiles) This is accomplished through the use of a for each clinic and all clinics simultaneously. Met formatted calendar with a restricted permission set. 32.Able to add comments to a time slot for Met each clinic. 33.Able to set multiple time slot increments Met for each clinic. 34.Allows for multiple appointment statuses such as:scheduled, rescheduled(before appointment),kept, cancelled by client,no Met And reportable. show, no show-client rescheduled(after appointment). 35.Able to delete a scheduled appointment. Met 36.Able to view and retain appointment history. Met 37.Able to allow clerk to either create or not Met create encounter labels at their discretion. 38.Able to change appointment status to kept"when client comes for their Met appointment. 39.Generates encounter number and marks Met appointment"kept". info@patagoniahealth.com PatagoniaHealth City of Lubbock Public Health Department http://www.patagoniahealth.coni RFP 19-14676-SG -Electronic Health Record Software 40.Able to change any appointment status manually. Met 41.Able to change a profile name and have We will need more discussion on this it populate the new profile name for future Partially question and the health departments profiles throughout the system.Met definition of the patient profile to provide a complete answer. 42.Able to alert user if a new appointment is being made for a specific appointment Partially Needs further discussion on preference- type and another appointment type for the Met training or workflow. same date already exists. 43.System automatically indicates which user(user ID) makes any appointment status Met changes. 44.Able to track scheduled vs.walk-in appointments. Met 45.Able to track appointment types: kept, Met cancelled,no show. 46.Able to cancel an appointment and note Met cancellation reason. Met, Partially Additional Met,Not Cost Comments Met 47.Able to track missed appointments or cancellations. Met 48.Able to view multiple provider Met appointment schedules at one time. 49.Able to produce daily appointment roster that includes patient demographics, Met telephone#'s, notes,etc. 50. Patient Portal is fully integrated with No additional cost and is a requirement for Practice Management System and EHR. Met all Federally Certified EHR software programs. 51.System will set codes as billable and/or reportable. Met 52.Alerts staff if procedure/CPT code is not Not Met We will need to have a further discussion to age appropriate for the client. fully answer this question. 53. Produces a modifier with a CPT code if required for billing. Met 54.Manages a list of fees that are flat fee Met associated with a program. Billing 1. Billing system is integrated in the solution Met 2. Insurance eligibility checks are included in In 4 different locations for on-demand system Met checking and batch checking. Unlimited and included. 3. Unlimited insurance eligibly is included in Met the pricing info@patagoniahealth.com PatagoniaHealtl_? City of Lubbock Public Health Department http://www.patagoniahealth.com RFP 19-14676-SG-Electronic Health Record Software 4. History of services billed and rebilled are Met marinated 5. Interface with clearinghouse included Met Office Ally. 6. Unlimited submissions to clearing house is Met included in the pricing 7. Easily file claims with insurance providers Met 8. Ability to set up and invoice non- insurance payer sources, Example: Local Company sends employees for flu shots and Met TB tests.We will then send them a paper bill for these services. 9. Ability to reconcile cash drawers Met 10.Customization of billing reports is available Met Revenue management system 1. The supported Desktop Operating System Met Please refer to"Hardware and Software platform is Windows 10 64bit. Requirements." 2. Client Software does not require Java or Met Please refer to"Hardware and Software Flash. Requirements." 3.Supports availability of a mobile Laptops or mobile devices like MS Surface application and mobile device management. Met that have the ability to run a web browser. We currently do not have a mobile application but may in the future. 4. Includes Health Information Exchange Patagonia Health EH is federally certified capabilities.stage 3, now called Promoting Interoperability.Our solution can connect to Met y Health Information Exchanges(HIE)using CCDA and HL7.We have the expertise to interface with any system that support one of the following:HL7, CCD,XML over SOAP or API web service,or JSON or FHIR. 5. Client Software supports HTML5. Met Met, Partially Additional Comments Met,Not Cost Met System Server Platform 1.The System supports high availability and scalability and perform under periods of Met high usage and high processing loads. 2.The system has the ability to recover from a hardware or application failure. Includes Please refer to"Backup and Disasterbuiltinredundancyandfail-over Met Recovery" document for specifics.architecture to ensure seamless system recovery. Open Architecture info@patagoniahealth.corn PatagoniaHealth City of Lubbock Public Health Department h.ttp://www.pata,goniahealth.com RFP 19-14676-SG- Electronic Health Record Software 1.The system supports an open architecture Patagonia Health interface engine supports that allows integration between existing and several interfaces including HI-7,CCDA, future applications. custom XML, FHIR, CSV, Excel.The interface engine supports different transport Met protocols including SFTP, web services,VPN tunnel. Patagonia Health EHR provides an API.The interface engine is fully configurable to connect to different applications. 2. Import of department historic data, Met currently is access database 3. Has import/export capability.Met System Backup 1. Provide a complete backup and recovery Please refer to"Backup and Disaster process for all database tables and system fil Met Recovery"document for specifics. 2. Provide available and industry standard Met Please refer to"Backup and Disaster backup. Recovery"document for specifics. 3. Allow for continued user of the system Met Please refer to"Backup and Disaster during backup. Recovery"document for specifics. Laboratory Requirements 1.Ability to request lab tests thru the program, both by the provider and by lab Met Need more information.This may be a function of your current LIS. staff including reflex testing. 2.Ability to generate specific lab specimen numbers in a specific order with letter Met designations for different specimen types. 3. Ability to cancel or modify an order if Met needed. 4. Ability to be set up with a label printer which can include patient's name,social Labels for laps are formatted based on the security number, DOB, date drawn, location Met specific lab's requirements. of clinic, and test name. 5. Labels must be able to withstand being in Met It depends on the labels you on what you the refrigerator or freezer. purchase. 6. Must have the ability to designate a lab Met test as stat. 7. Must be able to modify or have a set Met number of labels to be printed. 8. Must be able to modify size and type of font for the labels(at least upon initial set- Met up). 9. Upon receipt of any type of We can connect bi-directionally for lab instrumentation,must have a bi-directional Met Y orders(sending)and results(receiving)from interface. commercial labs,state labs, hospital labs,or equipment with HL7 interface. 10.Ability to obtain statistics for how many Partially The system does not currently track quality lab tests run,track positivity rates for Met control.Yes,to everything else. info(c@patagoniahealth.com PatagoniaHealth City of Lubbock Public Health Department http://www.patagoniahealth.com RFP 19-14676-SG- Electronic Health Record Software sexually transmitted diseases,track quality control. Met, Partially Additional Comments Met,Not Cost Met 11.Ability to obtain or add a laboratory This is not a function of an EHR as it's not maintenance program. patient centric.A Laboratory Interface Not Met Y System (LIS)would provide this functionality. We have connected to many LIS including Orchard Harvest LIS. 12.Laboratory inventory/STD clinic Yes,we are able to manage inventories and Inventory Management System. Met dispensing of medications. 13.Ability to access patient demographics and encounters as necessary for data collection related to laboratory testing and Met reporting. 14.Computer faxing of lab reports. Met 1S. Integrated way(user friendly)of Met reporting STDs. 16.Ability to print, modify and save Met documents to a database. 17.Must have a user-friendly database that is searchable by name, DOB, date seen,type Met of test ordered,clinician, location of clinic, and by counties of Texas. 18.Ability to save documents to an external hard drive or some other type of long-term Met storage. 19.Ability to customize our lab reports Met within the system. 20.Must follow CLIA guidelines regarding laboratories. HIPPA rules apply. HIV results must be given in person,so we need a way Met to send messages and reminders for patients to return to our clinic to be given their results. 21.Must have the ability to create work list Partially Our solution can address all of this with the pending lists)and a way to document daily Met exception of QC which may be a function of QC with options to modify as needed. your Laboratory Interface System (LIS). 22.Must be able to create a signature page Met to indicate receipt of positive results. 23. Must be able to track age of documents so that we can adhere to the proper timeline of maintenance of documents.Would prefer Met notification to ask for permission to destroy records. 24.Ability to track within the program This is not a function of an EHR as it's not annual or routine checks of Not Met patient centric.A Laboratory Interface System(LIS)would provide this functionality. info@patagoniahealth.com PatagoniaHealth City of Lubbock Public Health Department http://www.patagonialiealth.coni RFP 19-14676-SG- Electronic Health Record Software refrigerator/freezer temperatures utilizing We have connected to many LIS including external calibrated thermometer. Orchard Harvest LIS. info@patagoniahealth.com A PatagoniaHealth http://www.patagoniahealth.com SALES AGREEMENT PatagoniaHealth 1 . Sales Agreement Presented to City of Lubbock Health Department 6/5/2019 Presented by Patagonia Health, Inc. 15100 Weston Parkway Suite 204 Cary, NO 27513 Contact Aaron Powell O: (919) 439-2220 aaron@patagoniahealth.com infnnanatagnniaheFlIth cnm Page 1 of 15 PatagoniaHealth htti)://www.patagoniahealth.com SALES AGREEMENT This"Agreement"comprises the below"HIPAA Business Associate Agreement,"the attached"Subscriber Services Agreement,"and the attached"Order Form," is effective as of this the day of 20_("Service Effective Date"),and is made by and between Patagonia Health, Inc.,located at 15100 Weston Parkway, Suite 204, Cary, North Carolina, 27513 ("Business Associate," "Vendor," or "Patagonia Health") and, City of Lubbock Health Department("Client"or"Subscriber"). 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 HIPAA Business Associate Agreement shall have the same meaning as those terms as set forth in HIPAA and the HIPAA Regulations. 2.Requirements 1. Business Associate agrees to not use or further disclose Protected Health Information received from Client other than as permitted or required by this HIPAA Business Associate Agreement,or as required by law. 2. 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 HIPAA Business Associate 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. 3. Business Associate agrees to report to Client immediately any and all security incidents resulting in a breach of security involving Protected Health Information. 4. 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 HIPAA Business Associate Agreement or applicable law. 5. 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 HIPAA Business Associate Agreement. 6. 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 HIPAA Business Associate Agreement. 7. 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. 8. 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 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. 9. 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. infora natanoniahealth.com Page 2 of 15 PatagoniaHealth http://www.patagoniahealth.com SALES AGREEMENT 10. Business Associate agrees to provide to Client or an Individual, in the time and manner designated by Client, information collected in accordance with this HIPAA Business Associate 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. 11. 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 HIPAA Business Associate Agreement.In addition: 1. Except as otherwise limited in this HIPAA Business Associate 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. 2. Except as otherwise limited in this HIPAA Business Associate 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. 3. Except as otherwise limited in this HIPAA Business Associate 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). 4. The provisions of this HIPAA Business Associate Agreement shall not apply to Protected Health Information that Business Associate may receive from any source outside the scope of this HIPAA Business Associate Agreement or independent of its relationship with Client. inforaRtagoniah.alth cam Page 3 of 15 PatagoniaHealtly http://www.patacioniahealth.com SALES AGREEMENT 4.Term and Termination 1. Term.The Term of the obligations this HIPAA Business Associate Agreement shall become effective on 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. 2. Termination for Cance,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 mayterminatethisHIPAABusinessAssociateAgreement. 5.Effect of Termination 1, Upon termination of this HIPAA Business Associate 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. 2. 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 onlythosepurposesthatmakethereturnordestructioninfeasible. 6.Miscellaneous 1. Regula_ toryR-fPP.s,A reference in this HIPAA Business Associate 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. 2. Amendment.The parties agree to take such action as is necessary to amend this HIPAA Business Associate Agreement from time to time as is necessary for the parties to comply with the requirements of HIPAA and the HIPAA Regulations. 3. Intelomiation.Any ambiguity in this HIPAA Business Associate Agreement shall be resolved in favor of a meaning that permits Client to comply with HIPAA and the HIPAA Regulations. info@ natannn iahealth.com Page 4 of 15 PatagoniaHealth http://www.r)atagoniahealth.com 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 (theRepository").Subscriber is an Organization 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 1. Vendor grants to Client non-exclusive and non-transferable rights to access and use the Service,subject to the terms and conditions below. 2. In consideration of the payments made in accordance with this Agreement, Vendor grants to the Subscriber non-exclusive, royalty-free, personal, non-transferable rights to access and use 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 .onn-ction 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.1.3(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. 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: Vendor shall provide services as for Subscriber's personnel who are authorized by Subscriber in writing to Vendor("Named Users")in the use of the Software as it relates to the Services as set forth in the Order Form. 2. Vendor shall provide initial training for Subscriber's personnel who are authorized by Subscriber in writing to Vendor("Named 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 Named 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. Subscriber shall protect,and ensure that its Named Users protect,the confidentiality of User passwords. 3. Users shall use the Software to transmit and update Records In the Vendor Repository via the internet connection through the Network. 4. Users shall use the Software to review Records in the Vendor Repository via the internet connection through the Network. 1.4 Suopnrt Vendor agrees to provide support subject to Subscriber's payment of the applicable support fees as follows: 1. 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. 2. Vendor shall,in its sole discretion,provide periodic releases of the Software which include enhancements and corrections,as applicable. 3. Vendor shall be responsible for maintaining only the current and next most current release of the Software. 4. 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 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 on the first day of each(annual)anniversary from the Service Effective Date. 3.Limited Warranties 3.1 Vendor Warranties infoP atagoniahealth.com Page 5 of 15 PatagoniaHealth http://www.patagoniahealth.COM SALES AGREEMENT Vendor warrants to Subscriber: 1. 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 orre-perform any Services to remedy such non-conformance of which it is so notified at no charge to Subscriber. 2. 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. 3. That it will comply with privacy requirements as listed in the HIPAA Business Associate Agreement. 3.2 Subscriber Warranties Subscriber warrants to Vendor: 1. 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. 2. 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 4.Disclaimers necessary rights and consents from individuals whose Records are transmitted over the Vendor Network for the purposes set forth herein. Subscriber acknowledges that factors beyond the reasonable control of Vendor, including without limitation, non-conformance with the Service functions bySubscriberoritspersonnel, 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 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 five year term from the Service Effective Date.The term of this Agreement shall automatically renew for subsequent five-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 dale of termination and all amounts due for remaining term of the Agreement.All payments made are non-refundable.Upon termination and if subscriber is current on payments.Vendor shall provide subscriber their data in a federally defined Continuity of care Document CCDA format, at no additional cost. If requested by Subscriber,Vendor can provide additional data extraction services at additional cost. B.Limitation of I iability 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 infoQpatagn n Pah ealth.com Page 6 of 15 PatagoniaHealth http://www.patagoniahealth.com SALES AGREEMENT 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. 8.1 Insurant, : During the entire term of this Agreement, Vendor shall maintain, at its own expense, insurance in the following minimum amounts and classification: LIMITS OF LIABILITY Workmen's Compensation and Employer's Liability Workers'Compensation AS REQUIRED BY STATUTE Employer's Liability 100,000 bodily injury for each accident 100,000 each employee for disease 500,000 disease aggregate Commercial General Liability Bodily Injury 1,000,000 each occurrence 2,000,000 aggregate Comprehensive Automobile Liability Combined Limit 1,000,000 Technology Errors&Omissions and Cyber Liability including Identity Theft,Information Security and Privacy Injury 5,000,000 each wrongful act and aggregate All insurance policies required must be from an insurance carrier licensed to do business in the State of Subscriber.Vendor agrees to furnish proof of required insurance to the Subscriber when requested. 9.General Provisions 9.1 Assignment Neither party may assign this Agreement,in whole or in part,without the other party's prior written consent except in the event of an assignment pursuant to the sale of all or substantially all of the assigning party's business or assets.Any attempt by either party to assign this Agreement other than as permitted abovewillbenullandvoid. 9.2 Force Malfam 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. 9.3 Arbitration and Governing I aw All claims,disputes, or other matters in question between the parties to this Agreement arising out of or relating to this Agreement or breach thereof shall be subject to and finally decided by mandatory and binding arbitration to be conducted in Wake County,North Carolina in accordance with the Arbitration Rules of the American Arbitration Association currently in effect as of the date of filing of any claim for arbitration. This Agreement will be governed by andconstruedinaccordancewiththelawsoftheStateofNorthCarolinawithoutregardtoitsconflictsoflawprinciples. 9.4 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. 9.5 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.ThisAgreementwillnotbeconstruedtocreateorimplyanypartnership,agency,or joint venture. 9.6 Waives 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 anywaiverofanysuchright,power,or remedy. 9.7 Severahility nfoOpatngoniehealth.rom Page 7 of 15 PatagoniaHealth http://www.patagoniahealth.com SALES AGREEMENT 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. 9.8 Survival The following provisions shall survive any termination or expiration of this Agreement:All definitions,and Sections 4 through 9. 9,9 Entire Agreement 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. infnn atagoniahealthrom Page 8 of 15 Patagonia.Health htto://www.patacioniahealth.com SALES AGREEMENT ORDER FORM Term,ORDER FORM This Agreement will run for an initial term of five (5) years from the Service Effective Date.All fees including monthly subscription fees will increase,at the beginning of each year, by either 4%or US CPI whichever is higher.All payments made are non-refundable.Vendor may adjust billing for actual named user count at the beginning of each month. Subscriber is responsible for managing and keeping current all active and inactive users in the Vendor system.All professional service fees,after first year,charged at the then current rate. Marketing,Client provides permission for use of Client's name in Vendor's marketing material including videos and case studies. Item/Description Quantity One-Time Monthly Upfront Subscription Charge Fee Includes: Base System: complete, end to end, patient registration,22 End-User Included Included electronic charting, billing and reporting system. Enter data once and it licenses auto-populates throughout the system. Includes Federally certified EHR. Ensures EHR meets all the federal standards including, but not limited to, stringent privacy, security requirements and clinical quality measures. No separate or additional charge for meaningful use certification upgrade. Web based(Software as a Service Saas) EHR eliminates the need for cost and maintenance of servers on customer premises. Includes Electronic Prescription (Surescript gold certified), no separate or additional per provider charges Connectivity to clearinghouse, no separate or additional clearinghouse EDI charges. Includes upgrade to ICD, CPT and DSM codes, no separate or additional charges for codes or upgrades Patient portal (meaningful use compliant), no separate or additional charges for users Secure Messaging (staff to staff and agency to patient). System Setup and Configuration: Patagonia Health will set up Included NA customer complete EHR (including any calendar, sliding fee scale, programs, clinical templates, billing and connectivity to clearinghouse) based on customer needs. Data Migration: Import of customer provided Patient Demographic Included NA data. Data Migration: Import of customer provided select Clinical data Included NA Interface: Immunization Registry. Included Included Immunization Inventory App. Included Included infoOnalagoniahealth com Page 9 of 15 PatagoniaHealtly http://www.pataaoniahealth.com SALES AGREEMENT Immunization Barcode scanning software. Included Included Pharmacy App. Included Included Electronic Patient Consent forms with editor tool included.20 Included Included Communicator App. Included Included of Onsite Training Days(Note: Days quoted are per person days). 6 Onsite Included NA Training Days Training (Videos): Unlimited, on-demand, access by each user to built Included NA in of training videos. Total Payments 1. Monthly On-going subscription fee Payments: First 2 months are free. Monthly payments start 1 st 1,489.25 day of 3rd month from the contract sign date.This includes a time limited discount for signing an agreement by an assigned date. 2. Initial Start Up Payment payable upon contract signing: Includes initial Set up($21,821.50) + 38,310.75 Training ($15,000.00) +first monthly subscription fees(1 *$1,489.25/month)=$38,310.75. Payment and Pricing Notes: 1) The above Total Pricing Summary table does not include items quoted as'optional."See Table 4"Optional Functionality&Interfaces"below for further details. 2) Monthly On-going subscription fee Payments: a) First 2 months are free. b) Monthly payments start 1st day of the 3rd month from the contract sign date. This includes a time limited discount for signing an agreement by an assigned date 3) Initial Start-up Payment payable upon contract signing:Includes initial Implementation charges, initial Training charges, and first monthly subscription fees. infoOpatagoniahealth.mm Page 10 of 15 PatagoniaHealth http://www.patagoniahealth.com SALES AGREEMENT 5-Year Price: Payments 1st Year 2nd Year 3rd Year 4th Year 5th Year Total 5 Years Payments to Patagonia $51,714.00 18,585.84 19,329.27 20,102.44 20,906.54 S130,638.10 Health info patagoniahealth,onm Page 11 of 15 PatagoniaHealth http://www.patagoniahealth.com SALES AGREEMENT PAYMENT SCHEDULE OPTIONS: OPTION A(Payment Terms): Initial to Accept Option A: a)Upfront Payment(implementation,training and first month's payment): 38,310.75 Due within 30 days of contract date) b)Ongoing Monthly.First 2 months free.Each monthly Payment: 1 489.95 c)Total First Year Payments($38,310.75+9'$1,4189,25): 51,714.00 OPTION B(All Annual Payments,each year,paid in advance):Initial to Accept Option B: a)Total Year 1 Contract Amount: 51,714.00 b)Discount on only first year total payment(2%) 1.034.28 c)Total Payment after discount for Year 1: 950.679.73 Due within 30 days of invoicelcontract date) infoOpatanon i sheaIt h.co m Page 12 of 15 PatagoniaHealth http://www.patagoniahealth.com SALES AGREEMENT OPTIONAL APPS, INTERFACES, AND SERVICES One-Tim Monthly Initial to Initial toItem/Description Unit a Upfront Subscription Decline Purchase Charge Fee Additional User login and Password: Use unit column to list number of unique user logins to Users $ 770/user $65/user add. Additional Onsite Go-Live Training Day(s): A member of the Patagonia Health implementation and training 2,500 0teamwillbethereonsitethefirstweekofyourscheduledDays go-live date on the Patagonia Health system. LabCorp,Solstas, or Quest- Results Only Interface: The lab may pay for part of or all of these costs, the 3,000 50 client should check with their lab account manager. LabCorp, Solstas, or Quest - Results and Orders Interface: The lab may pay for part of or all of these costs, the 5,000 50 client should check with their lab account manager. New Interface: Commercial or State Lab Results Only: The lab may pay for part of or all of these costs, the 7,000 100 client should check with their lab account manager. New Interface: Commercial or State Lab Results and Orders: Includes new commercial and state lab interfaces. The 12,500 150 lab may pay for part of or all of these costs, the client should check with their lab account manager. Electronic Fax: allows for paperless inbound faxes with quick and easy outbound faxing. 700/70.00/ https://patagoniahealth.com/electronic-fax-option/ Fax Lines Fax Line Fax Line Patient ID Scanner- Directly scan patient ID or insurance information into patient demographics 500 60/ Scanner purchased by the customer). Scanners Scanner httr)s:Hpatacioniahealth.com/patient-id-scanner/ Management Dashboard app: including financial, clinical and appointments. Designed for a quick view of 50.00/ organizational performance; graphs of financial, clinical 500 Management and appointment data. Provides over 30+graphs on any Users Dashboard device(computer, smartphone, laptop or tablet). User https://r)atagoniahealth.com/dashboard-app/ Custom Development Package(67 custom 10,000developmenthoursat$150/hour). info@pat 2goniahealth rom Page 13 of 15 PatagoniaHealth http://www.patagoniahealth.com SALES AGREEMENT ACH PREAUTHORIZED PAYMENTS (DEBITS) Starting from date 2111_,1 hereby authorize Patagonia Health Inc. to initiate debit entries or such adjusting entries,either debit or credit which are necessary for corrections,to my Checking Or Savings account indicated below and the financial institution named below to credit or debit)the same to such account. FINANCIAL INSTITUTION NAME CITY, STATE TRANSIT/ROUTING NUMBER ACCOUNT NUMBER 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 PRACTICE NAME SIGNATURE DATE info annatagon i ahealt h.co m Page 14 of 15 PatagoniaHealth hftr)://www.patagoniahealth.com 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 Phone:(919)622-6740 Client Signature: Date: Name: Title: Phone: Fax: Email: Cell: Email for Invoices: FORM INSTRUCTIONS 1. Please review and fill out the agreement. 2. Signed Sales Agreement can be either faxed to Patagonia Health, Inc., at F: (919) 238-7920 Or emailed to sales@patagoniahealth.com Or mailed to Patagonia Health Inc.,202, Midenhall Way,Cary, NC 27513 Note Business address is: 15100 Weston Parkway, Suite 204, Cary, NC 27513) Please call your representative with any question. infn(anatagoninhealth.rom Page 15 of 15 BUSINESS ASSOCIATE AGREEMENT This HIPAA Business Associate Agreement (the "Agreement") is entered into on June 18,2019 Effective Date") by and between the City of Lubbock), and Patagonia Health,Inc Business Associate") (each a "Party"and collectively the Parties"). 1. BACKGROUND Business Associate performs functions,activities or services for, or on behalf of Covered Entity, a political subdivision of the State of Texas, and Business Associate creates, receives, maintains, or transmits Protected Health Information ("PHI"), including Electronic Protected Health Information("EPHI"),in order to perform such functions,activities or services(referred to collectively as the"Services")secured through a Master Services Agreement. The purpose of this Agreement is to set forth the terms and conditions of disclosure of PHI by Covered Entity to Business Associate,to set forththe terms and conditions of Business Associate's use and disclosure of PHI,and to ensure the confidentiality,integrity and availability of EPHI that Business Associate creates, receives, maintains or transmits on behalf of Covered Entity. It is the intent of Covered Entity and Business Associate that this Agreement will meet the requirements of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the American Recovery and Reinvestment Act of 2009,Public Law 111-5("ARRA"),the Privacy Rule,and the Security Rule, 45 CFR Parts 160 and 164. 2. DEFINITIONS Terms used,but not otherwise defined, in this Agreement shall have the same meaning as those terms in HIPAA, ARRA, the Privacy Rule,and the Security Rule. Following are some of the key terms of this Agreement. 2.1 Individual. "Individual"shall have the same meaning as the term "individual" in 45 CFR § 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR§ 164.502(g). 2.2 Limited Data Set. "Limited Data Set" shall have the same meaning as a "limited data set"described in 45 CFR § 164.514(e)(2). 2.3 Minimum Necessary. "Minimum Necessary" shall have the same meaning as of necessary"described in 45 CFR§ 164.502(b)and Section 13405(b)of ARRA. 2.4 Privacy Rule. "Privacy Rule"shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Parts 160 and Part 164,subparts A and E. 2.5 Security Rade. "Security Rule"shall mean the Security Standards for the Protection of EPHI at 45 CFR Parts 160 and 164,subparts A and C. 1 2.6 Protected Health Infatuation. "Protected Health Information"or"PHI"shall have the same meaning as the term "protected health information" in 45 CFR§ 160.103, but shall be limited to the information created, received, maintained,or transmitted by Business Associate on behalf of Covered Entity. 2.7 Electronic Protected Health Information. "Electronic Protected Health Information" or "EPHI" shall have the same meaning as the term "electronic protected health information" in 45 CFR § 160.103, but shall be limited to the EPHI that Business Associate creates,receives,maintains,or transmits on behalf of Covered E,ntity. 2.8 Required By Lary. "Required By Law" shall have the same meaning as the term required by law"in 45 CPR§ 164.103. 2.9 Secretary. "Secretary" shall mean the Secretary of the United States Department of Health and I-{uman Services or his designee. 2.10 Security Incident. "Security Incident" shall have the same meaning as '`security incident'in 45 CFR § 164.304. 2.11 Subcontractor. "Subcontractor"shall have the same meaning as"subcontractor"in 45 CFR § 160.103. 3. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE 3.1 Use and Disclosure. Business Associate agrees to not use or disclose Pull other than as permitted or required by this Agreement and any underlying agreement(s) related to the Services,or as Required By Law. Business Associate shall also comply, where applicable, with the Privacy Rule and the Security Rule. 3.2 Safeguards. Business Associate agrees to use appropriate safeguards and comply, where applicable, with 45 CFR Part 164 Subpart C with respect to EPHI, to prevent use or disclosure of the information other than as provided for by this Agreement. 3.3 Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement. 3.4 Reports of Non-Permitted Me or Disclosatre. Business Associate agrees to report to Covered Entity any use or disclosure of the PINI not provided for by this Agreement of which Business Associate becomes aware. Where applicable, such report shall comply with the requirements outlined in Sections 3.5 and 3.11. 2 3.5 Reports of'Security Incidents. Business Associate agrees to report to Covered Entity any Security Incident of which it becomes aware. Where applicable, such report shall comply with the requirements outlined in Sections 3.4 and 3.11. This Agreement serves as Business Associate's notice to Covered Entity that attempted but unsuccessful Security Incidents, such as pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log-on attempts,denials of service and any combination of the above,regularly occur and that no further notice will be made by Business Associate unless there has been a successful Security Incident. 3.6 Subcontractors. Business Associate agrees to ensure that any Subcontractor that creates, receives, maintains, or transmits PHI (including EPI-11) on behalf of Business Associate agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information, including but not limited to, compliance with the applicable requirements of 45 CFR Parts 160 and 164. Such agreement between Business Associate and the Subcontractor must be made in writing and must comply with the terms of this Agreement and the requirements outlined in 45 CFR §§ 164.504(e)and 164.314. 3.7 Designated Record Set. a) If Business Associate maintains PHI in a Designated Record Set, Business Associate agrees to provide access,at the request of Covered Entity,to PHI in a Designated Record Set, to Covered Entity or,as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR§ 164.524. b) If Business Associate maintains PHI in a Designated Record Set, Business Associate agrees to make available such PHI for amendment and incorporate any amendment(s) to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 at the request of Covered Entity or an Individual. 3.8 Internal Practices. Business Associate agrees to make internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity available to the Secretary for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule and Security Rule. 3.9 Accounting of Disclosures. a)Business Associate agrees to document such disclosures of PI-11 and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528. b) Business Associate agrees to provide to Covered Entity or an Individual information collected in accordance with Section 3.9(a) of this Agreement,to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528. 3 this Agreement. 6. TERM AND TERMINATION 6.1 Term. This Agreement shall be effective upon the Effective Date and shall remain in effect for the duration of the Services giving rise to the necessity of a Business Associate Agreement, and until all of the PHI provided by Covered Entity to Business Associate,or created or received by Business Associate on behalf of Covered Entity,is destroyed or returned to Covered Entity,or,if it is infeasible to return or destroy PHI,protections are extended to such information. in accordance with Section 6.3(b). 6.2 Termination. a) 'Termination Resulting from the End of Services. This Agreement shall terminate in the event that the underlying agreement(s) under which Covered Entity discloses PHI to Business Associate terminates for any reason, or if the Services that give rise to the necessity of a Business Associate Agreement terminate for any reason. b) Tennination for Cause. Upon either Party's knowledge of a material breach of this Agreement by the other Party,the non-breaching Party must either: 1. Provide an opportunity for the breaching Party to cure the breach or end the violation, and if the breaching Party does not cure the breach or end the violation within the time specified by the non-breaching Party, the non- breaching Party shall terminate this Agreement and any underlying agreement(s);or 2. Immediately terminate this Agreement and any underlying agreement(s). 6.3 Return or Destruction g1'P111. 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 PHI received from Covered Entity,or created or received by Business Associate on behalf of Covered Entity, that Business Associate still maintains in any form. This provision shall also apply to PHI that is in the possession of Subcontractors of Business Associate. Business Associate shall retain no copies of the PHI. b) In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate and its Subcontractors shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible,for so long as Business Associate and/or its Subcontractors maintain such PHI. 6 7. MISCELLANEOUS 7.1 Regulatory References. A reference in this Agreement to a section in the Privacy Rule,the Security Rule, H.IPAA,or ARRA, or any other reference to a law or regulation, means the section or law as in effect as of the date of this Agreement or as subsequently amended. 7.2 Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time to comply with the requirements of the Privacy Rule, the Security Rule,HIPAA,and ARRA. 7.3 Survival. The respective rights and obligations of Business Associate under Section 6.3 of this Agreement shall survive the termination of this Agreement. 7.4 Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits compliance with the Privacy Rule,the Security Rule, HIPAA,and ARRA. 7.5 Relationship to Other Agreement Provisions. In the event that a provision of this Agreement is contrary to a provision of an underlying agreement or agreements under which Covered Entity discloses PHI to Business Associate,the provision of this Agreement shall control. Otherwise, this Agreement shall be construed under, and in accordance with, the terms of such underlying agreement or agreements between the Parties. 7.6 Prior Business Associate Agreements. Consistent with Section 7.5,this Agreement shall supersede any and all prior business associate agreement(s), or teens of other agreements addressing the privacy and security of Pi-II,between the Parties. 7.7 Modification ofAgreement. No alteration,amendment or modification of the terms of this Agreement shall be valid or effective unless in writing and signed by Business Associate and Covered Entity. 7.8 Relationship of Parties. Business Associate, in furnishing services to Covered Entity, is acting as an independent contractor, and Business Associate has the sole right and obligation to supervise, manage,contract, direct,procure,perform, or cause to be performed, all work to be performed by Business Associate under this Agreement. Business Associate is not an agent of Covered Entity,and has no authority to represent Covered Entity as to any matters,except as expressly authorized in this Agreement. 7.9 Notices. Any notices required or permitted to be given under this Agreement by either Party shall be given in writing: (a) by personal delivery; (b) by electronic facsimile with confirmation sent by United States first class mail; (c)by bonded courier or nationally recognized overnight delivery service; or(d) by United States first class registered or certified mail, postage prepaid, return receipt requested, addressed to the Parties at the addresses set forth below or to such other addresses as the Parties may request in writing by notice pursuant to this Section 7.9. Notices shall be deemed received on the earliest of personal delivery,upon the next business day after delivery by electronic facsimile with confirmation that the transmission was completed or upon receipt by any other method of delivery. 7 Covered Entity: City of Lubbock, c/o Katherine Wells, Director of Public Health, Health Services, P.O. Box 2000, Lubbock, Texas 79457. Business Associate: Psl^gonia Health, Inc. 7.10 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and when taken together shall constitute one agreement. 7.11 Governing Law. This Agreement will be governed by and construed in accordance with the laws of Texas. IN WITNESS W^REOF, the Parties hereto have caused this Agreement to be executed by their duly authorizeof offfcers and made effective as of the Effective Date. 'of Lubbock jfCoveJed Entity) By: V Print Name: Daniel M. Pope Title: Mayor (Business Associate) By: Print Name: Ashok Mathur ■pitie: CEO and Co-founder Exhibit D City of Lubbock,TX RFP 19-14676-SG Commercial Off-the-Shelf Electronic Medical Record Software INSURANCE SECTION A. Prior to the approval of this contract by the City,the Contractor shall furnish a completed Insurance Certificate to the City, which shall be completed by all agent authorized to bind the named underwriter(s) to the coverages, limits, and termination provisions shown thereon, and which shall furnish and contain all required information referenced or indicated thereon. THE CITY SHALL HAVE NO DUTY TO PAY OR PERFORM UNDER THIS CONTRACT UNTIL SUCH CERTIFICATE SHALL HAVE BEEN DELIVERED TO T14E CITY. INSURANCE COVERAGE REQUIRED SECTION B. The City reserves the right to review the insurance requirements of this section during the effective period of the contract and to require adjustment of insurance coverages and their limits when deemed necessary and prudent by the City based upon changes in statutory law,court decisions,or the claims history of the industry as well as the Contractor. SECTION C. The Contractor shall obtain and maintain in full force and effect for the duration of this contract,and any extension hereof,at Contractor's sole expense, insurance coverage written by companies approved by the State of Texas and acceptable to the City,in the following type(s)and amMmt(s): TYPE OF INSURANCE COMBINED SINGLE LIMIT GENERAL LIABILITY M Commercial General Liability Other General Aggregate 1,000,000 Claims Made Occurrence Products-Comp/Op AGG X W/Heavy Equipment Personal&Adv.Injury X To Include Products of Complete Operation Endorsements Contractual Liability X Fire Damage(Any one Fire) Med Exp(Any one Person) CYBER LIABILITY M Occurrence General Aggregate 1.000.000 AUTOMOTIVE LIABILITY Any Auto All Owned Autos Combined Single Limit Scheduled Autos Hired Autos Each Occurrence Non-Owned Autos EXCESS LIABILITY M Umbrella Form Each Occurrence 4.000,000 Aggregate GARAGE LIABILITY Any Auto Auto Only-Each Accident Each Accident Aggregate BUILDER'S RISK 100%of the Total Contract Price INSTALLATION FLOATER 100%ofthe Total Material Costs POLLUTION CARGO WORKERS COMPENSATION—STATUTORY AMOUNTS OR OCCUPA'T'IONAL MEDICAL AND DISABILITY EMPLOYERS' LIABILITY OTHER:COPIES OF ENDOSEMENTS ARE REQUIRED M City of Lubbock named as acklitional irasttred or Attlo/Ge17et•ctl Licrbility otr a primary and morn-conlr'ibutory basis. M To include products ofcompleted operalions endorsement. M Waiver of subrogation in favor of the City of Lubbock on all coverages,except The City of Lubbock shall be named as an additional insured on a primary and non-contributory basis and shall include waivers of subrogation in favor of the City on all coverage's, Copies of the Certificates of Insurance and all applicable endorsements are required. ADDITIONAL POLICY ENDORSEMENTS The City shall be entitled, upon request, and without expense,to receive copies of the policies and all endorsements thereto and may make any reasonable request for deletion, revision, or modification of.particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any ofsuch policies). Upon such request by the City,the Contractor shall exercise reasonable efforts to accomplish such changes in policy coverages,and shall pay the cost thereof. REQUIRED PROVISIONS The Contractor agrees that with respect to the above required insurance,all insurance contracts and certificate(s)of insurance will contain and state,in writing,on the certificate or its attachment,the following required provisions: a. Name the City of Lubbock and its officers,employees,and elected representatives as additional insureds,(as the interest of each insured may appear)as to all applicable coverage; b. Provide for thirty (30)days' notice to the City for cancellation,nonrenewal,or material change; c. Provide for notice to the City at the address shown below by registered mail; d. The Contractor agrees to waive subrogation against the City of Lubbock, its officers, employees, and elected representatives for injuries, including death, property damage, or any other loss to the extent same may be covered by the proceeds of insurance; e. Provide that all provisions of this contract concerning liability, duty, and standard of care together with the indemnification provision,shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable policies. NOTICES The Contractor shall notify the City in the event of any change in coverage and shall give such notices not less than 30 days prior the change,which notice must be accompanied by a replacement CERTIFICATE OF INSURANCE. All notices shall be given to the City at the following address: Marta Alvarez,Director of Purchasing and Contract Management City of Lubbock 1625 13"Street,Room 204 Lubbock,Texas 79401 SECTION D. Approval, disapproval,or failure to act by the City regarding any insurance supplied by the Contractor shall not relieve the Contractor of Hill responsibility or liability for damages and accidents as set forth in the contract documents. Neither shall the bankruptcy, insolvency,or denial of liability by the insurance company exonerate the Contractor from liability. CERTIFICATE OF INTERESTED PARTIES FORM 1295 1011`1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2019-500122 Patagonia Health Cary, NC United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 06/04/2019 being filed. City of Lubbock Department of Public Health Date Acknowledged: 07/10/2019 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 19-14676-SG Electronic Health Record Software 4 Nature of interest Name of Interested Party City,State,Country(place of business) check applicable) Controlling Intermediary Mathur,Ashok Cary, NC United States X 5 Check only if there is NO Interested Party. 6 UNSWORN DECLARATION My name is and my date of birth is My address is street)city)state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of 20 month)year) Signature of authorized agent of contracting business entity Declarant) Forms provided by Texas Ethics Commission www,ethics.state.tx.us Version V1.1.39f8039c CERTIFICATE OF INTERESTED PARTIES u t;FORM 1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2019-500122 Patagonia Health Cary, NC United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 06/04/2019 being filed. City of Lubbock Department of Public Health Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 19-14676-SG Electronic Health Record Software 4 Nature of interest Name of Interested Party City,State,Country(place of business) check applicable) Controlling I Intermediary Mathur,Ashok Cary, NC United States X 5 Check only if there is NO Interested Party. 6 UNSWORN DECLARATION 1 My name is /1j( M is L, and my date of birth is My address is Z M street)city)state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in W fc._t County, State of NC__ —on the 7 day of month)year) i Signature of authorized-ag o contracting business entity Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.39f8039c