APPENDIX E
Addendum Number Two
February 2, 2010
SAMPLE AGREEMENT
IMPORTANT NOTE
THIS DOCUMENT IS A COUNTY AGREEMENT WHICH INCLUDES MANY OF COUNTY’S REQUIREMENTS FOR CONTRACTING FOR THIS CONTRACT PROGRAM AS OF THE ISSUANCE OF THIS REQUEST FOR PROPOSALS (RFP). COUNTY MAKES NO REPRESENTATION OR WARRANTY THAT ALL OF THE PROVISIONS IN THIS AGREEMENT WILL BE INCLUDED IN ANY RESULTANT CONTRACT, THAT SUCH PROVISIONS WILL NOT BE MODIFIED IN ANY RESULTANT CONTRACT, OR THAT OTHER PROVISIONS WILL NOT BE INCLUDED IN ANY RESULTANT CONTRACT.
AGREEMENT
BY AND BETWEEN
COUNTY OF LOS ANGELES
AND
______
FOR AN
INTEGRATED BEHAVIORAL HEALTH
INFORMATION SYSTEM (IBHIS)
______, 2010
RECITALS
THIS AGREEMENT (the “Agreement”) is made and entered into by and among the County of Los Angeles (hereinafter “County”), and [______], a ______corporation (hereinafter “Contractor”).
WHEREAS, pursuant to California Health and Safety Code Section 7101, County has established and operates, through its Department of Mental Health (hereinafter “DMH” or the “Department”), a comprehensive mental health care system for County’s population; and
WHEREAS, County desires to integrate the transfer of patient information, billing information and medical records throughout its healthcare system through the acquisition of an integrated behavioral health information system; and
WHEREAS, Contractor is engaged in the business of providing such an existing, proven, commercial-off-the-shelf integrated solution, as described hereunder; and
WHEREAS, in response to County’s information request for proposals for an Integrated Behavioral Health Information System (attached hereto as Exhibit T), Contractor has submitted its proposal to County (attached hereto as Exhibit U) and desires to, and possesses the necessary technical knowledge and skills to, provide such system (as further defined below, the “System”) to County; and
WHEREAS, this Agreement is authorized by California Government Code Sections 23004 and 31000.
NOW THEREFORE, in consideration of the mutual promises, covenants and conditions set forth herein, Contractor and County agree as follows:
1. APPLICABLE DOCUMENTS AND DEFINITIONS
1.1 Interpretation
The provisions of this document, along with Exhibits A, B, C, D E, F, G, H, I, J, K, L, M, N, O, P, Q, R and S attached hereto and any Attachments thereto, and Exhibits T and U not attached hereto, and the Detailed Work Plan not attached hereto, all described in this Paragraph 1.1 below and incorporated herein by reference, collectively form and hereinafter are referred to as the “Agreement.” In the event of any conflict or inconsistency in the definition or interpretation of any word, responsibility, schedule or the contents or description of any Task, Subtask, Deliverable, good, service or other Work, or otherwise, between this document as the body of the Agreement and the Exhibits, or between the Exhibits, such conflict or inconsistency shall be resolved by giving precedence first to the body of this Agreement, and then to the Exhibits, according to the following descending priority:
1. / Exhibit A / Statement of WorkAttachment A.1 / Auditor-Controller eCAPS Interfaces
Attachment A.2 / Project Status Report
2. / Exhibit B / Technical Solution Requirements
Attachment B.1 / Functional Requirements
Attachment B.2 / Technical Requirements
Attachment B.2.1 / Technical Narrative Requirements
Attachment B.3 / System Hardware
Attachment B.4 / System Software
3. / Exhibit C / Price and Schedule of Payments
4. / Exhibit D / Maintenance and Support Services
Schedule D.1 / Response Time Requirements
5. / Exhibit E / Project Schedule
6. / Exhibit F / Glossary
7. / Exhibit G / Employee Acknowledgment, Confidentiality and Copyright Assignment Agreement
8. / Exhibit H / Contractor’s EEO Certification
9. / Exhibit I / Required Subcontractor Provisions
10. / Exhibit J / Form of Change Notice
11. / Exhibit K / Task/Deliverable Acceptance Certificate
12. / Exhibit L / Safely Surrendered Baby Law
13. / Exhibit M / Business Associate Agreement
14. / Exhibit N / County of Los Angeles Policy on Doing Business with Small Business
15. / Exhibit O / Listing of Contractors Debarred in Los Angeles County
16. / Exhibit P / IRS Notice 1015
17. / Exhibit Q / Title 2 Administration Determinations of Contractor Non-Responsibility and Contractor Debarment Ordinance
18. / Exhibit R / Background and Resources: California Charities Regulation
19. / Exhibit S / Jury Service Ordinance Title 2 Administration Chapter 2.203.010 through 2.203.090
20. / Exhibit T / County’s Request for Proposal (Incorporated by Reference)
21. / Exhibit U / Contractor’s Proposal (dated _____) (Incorporated by Reference)
1.2 Entire Agreement
The body of this Agreement, together with the Recitals and Exhibits, as defined in Paragraph 1.1 (Interpretation) above, constitutes the complete and exclusive statement of understanding between the parties and supersedes all previous and contemporaneous agreements, whether written or oral, and any and all communications and negotiations between the parties relating to the subject matter of this Agreement.
1.3 Construction
The words “herein”, “hereof”, and “hereunder” and words of similar import used in this Agreement, including all annexes, Exhibits, and Attachments, refer to this Agreement, including all annexes, Exhibits, and Attachments. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural. Whenever examples are used in this Agreement with the words “including”, “for example”, “e.g.”, “such as”, “etc.”, or any derivation of such words, such examples are intended to be illustrative and not limiting. References in this Agreement to Application Software, Baseline Application Software, System Hardware, System Software, Third Party Software, Custom Programming Modifications, Interfaces, Conversions, or the System may include one or more Components or modules thereof, or the entirety of such Application Software, Baseline Application Software, System Hardware, System Software, Third Party Software, Custom Programming Modifications, Interfaces, Conversions, or System, as the case may be, in or comprising the System.
1.4 Definitions
1.4.1 The terms and phrases in this Paragraph 1.4 shall have the meanings set forth below, when used in this Agreement, throughout and hereafter.
1.4.2 “Acceptance” shall mean County’s written approval of any and all Work provided by Contractor to County in accordance with Paragraph 4.2 (Approval of Work).
1.4.3 “Acceptance Test” shall mean any one of the tests described in Task 8.0 (System Tests) or in Task 10.2 (Pilot Tests) of the Statement of Work.
1.4.4 “ADA” shall mean the Americans with Disabilities Act of 1990 as codified at 42 U.S.C. Section 12101 et seq., along with all implementing regulations made pursuant thereto.
1.4.5 “Agreement” shall have the meaning set forth in the Recitals.
1.4.6 “Ancillary Software” shall have the meaning set forth in Paragraph 6 (Change Notices and Amendments).
1.4.7 “Ancillary Software Warranty Period” shall have the meaning set forth in Paragraph9.2.3.
1.4.8 “Application Software” shall mean Baseline Application Software, Third Party Software, Interfaces and Custom Programming Modifications and any modifications, Updates, Enhancements, corrections, patches, fixes, new releases, or revisions thereto, including Enhancements as defined under Maintenance and Support Services in Exhibit D (Maintenance and Support Services). Application Software further includes Ancillary Software, upon the licensing of such software to County in accordance with the terms of this Agreement.
1.4.9 “Baseline Application Software” shall mean Contractor’s commercial product provided to the County as specified in Attachment B.4 (System Software) to Exhibit B (Technical Solution Requirements), including all Source Code, Object Code and related Documentation, supplied by Contractor pursuant to this Agreement and identified in Section I.A (System Software: Baseline Application Software) of Exhibit C (Price and Schedule of Payments).
1.4.10 “Board of Supervisors” or “Board” shall mean the Los Angeles County Board of Supervisors.
1.4.11 “Change Notice” shall have the meaning set forth in Paragraph 6 (Change Notices and Amendments).
1.4.12 “CSSD” shall mean County’s Child Support Services Department.
1.4.13 “Components” shall mean, individually and collectively, each and every component of the System, including System Software.
1.4.14 “Confidential County Data” shall have the meaning set forth in Paragraph 20 (Confidentiality).
1.4.15 “Contract Provider” shall mean a person, group or organization that contract with DMH to provide any type of mental health services (i.e., direct services, indirect services, consultation).
1.4.16 “Contract Sum” shall mean the total monetary amount that may be payable by County to Contractor hereunder, as set forth in Paragraph 7.1 (Contract Sum - General).
1.4.17 “Contractor” shall have the meaning set forth in the Recitals.
1.4.18 “Contractor’s Project Director” shall have the meaning set forth in Paragraph 3.1 (Contractor’s Project Director).
1.4.19 “Contractor’s Project Manager” shall have the meaning set forth in Paragraph 3.2 (Contractor’s Project Manager).
1.4.20 “Conversion” means the Tasks, Deliverables, data, and System Software, including Source Code, Object Code and related Documentation, which allow the conversion and migration of electronic data from County’s existing systems into the System, as required (i) pursuant to Task 9.0 (Data Conversion) of the Statement of Work, and/or (ii) which County may request in accordance with Paragraph 6 (Change Notices and Amendments).
1.4.21 “Corrective Maintenance” shall have the meaning set forth in Exhibit D (Maintenance and Support Services).
1.4.22 “County” shall have the meaning set forth in the Recitals.
1.4.23 “County Facilities” shall mean any facilities owned or operated by County.
1.4.24 “County Indemnitees” shall have the meaning set forth in Paragraph 15.1 (General Indemnification).
1.4.25 “County Materials” shall have the meaning set forth in Paragraph 21.2 (Proprietary Considerations).
1.4.26 “County’s Project Director” shall have the meaning set forth in Paragraph2.1 (County’s Project Director).
1.4.27 “County’s Project Manager” shall have the meaning set forth in Paragraph 2.2 (County’s Project Manager).
1.4.28 “County’s Remedial Acts” shall have the meaning set forth in Paragraph 15.2.2 (Intellectual Property Indemnification).
1.4.29 “County Staff” means all employees of County, contractors to County including both individuals and employees thereof, and subcontractors to contractors to County including both individuals and employees thereof, but excluding any employee, owner, partner, affiliate or agent of Contractor or of any Subcontractor to Contractor hereunder.
1.4.30 “Custom Programming Modifications” shall mean those custom software modifications, Source Code, Object Code and related Documentation, which Contractor shall provide in accordance with the Statement of Work and Sections III.A (Professional Services: Custom Programming Modifications) and III.B (Professional Services: Interfaces) of Exhibit C (Price and Schedule of Payments), or which County may request, and which Contractor shall provide, in accordance with Paragraph 4.5 (Other Professional Services), including but not limited to Interfaces and Conversions.
1.4.31 “Deficiency” shall mean and include (a) defects in design, development, implementation, materials, or workmanship; (b) errors, omissions, or deviations from published or mutually agreed upon standards, any of the Specifications or any County-approved Deliverables; (c) any other error or malfunction, including the provision of negligent or substandard workmanship; or (d) other problems which result in the System or any part thereof not performing in accordance with the provisions of this Agreement, including the Specifications.
1.4.32 “Deliverable” shall mean items and services provided or to be provided by Contractor under this Agreement, including numbered Deliverables in the Statement of Work, products and services under the Detailed Work Plan and the Detailed Work Plan itself, and products and services provided pursuant to ExhibitD (Maintenance and Support Services) or Paragraph 6 (Change Notices and Amendments).
1.4.33 “Detailed Work Plan” shall have the meaning set forth in Paragraph 4.6.1 (Delivery of Detailed Work Plan).
1.4.34 “Department” shall have the meaning set forth in the Recitals.
1.4.35 “Director” shall mean the Director of DMH.
1.4.36 “DMH” shall have the meaning set forth in the Recitals.
1.4.37 “Documentation” shall mean any and all written materials (including the electronic versions thereof), training course materials, Specifications, customer technical manuals, customer handbooks, customer flow charts, customer technical information, customer reference materials, customer user manuals, customer operating manuals, quick reference guides, FAQs and all other instructions and reference materials relating to the capabilities, operation, installation and use of the System and/or applicable System Components.
1.4.38 “Due Date” shall have the meaning set forth in Paragraph 7.3 (Credits to County).
1.4.39 “Effective Date” shall mean the date of approval and execution of this Agreement by County’s Board of Supervisors, following initial execution by Contractor.
1.4.40 “Enhancements” shall have the meaning set forth in Exhibit D (Maintenance and Support Services).
1.4.41 “Final System Acceptance” shall mean County’s written approval of the Work associated with Task 10.3 (Final System Acceptance) of the Statement of Work and County’s Project Director’s countersignature to the applicable Task/Deliverable Acceptance Certificate.
1.4.42 “Fixed Price Professional Services” shall mean those services identified in Section III.C (Professional Services: Fixed Price Professional Services) of Exhibit C (Price and Schedule of Payments), including without limitation services identified in the Statement of Work, Interfaces and Conversions, or required pursuant to Attachments B.2 (Technical Requirements) and B.1 (Functional Requirements) to Exhibit B (Technical Solution Requirements) that are provided by Contractor to County hereunder.
1.4.43 “HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191 (1996), together with the rules and regulations from time to time promulgated thereunder, including the Privacy and Security Regulations.
1.4.44 “HITECH Act” shall mean the Health Information Technology for Economic and Clinical Health Act, Title XIII and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-005).
1.4.45 “Holdback Amount” shall have the meaning set forth in Paragraph 8.4 (Holdbacks).
1.4.46 “IBHIS” or “Integrated Behavioral Health Information System” means the System as defined in Paragraph 1.4.81.
1.4.47 “Implementation Services” shall mean Application Software deployment, customizations, system training and other services related to the implementation of System Software, as set forth in the Statement of Work.
1.4.48 “Indemnify” shall have the meaning set forth in Paragraph 15.1 (General Indemnification).
1.4.49 “Infringement Claims” shall have the meaning set forth in Paragraph 15.2.1 (Intellectual Property Indemnification).
1.4.50 “Initial Interfaces” shall mean the Interfaces as identified in Attachments B.1 (Functional Requirements) and B.2 (Technical Requirements) to Exhibit B (Technical Solution Requirements).