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HomeMy WebLinkAboutAzara Healthcare, LLC - 0114190(_ F4 /�Ll�l7 SOFTWARE SUBSCRIPTION AND SERVICES AGREEMENT (Single Entity) This Software Subscription and Services Agreement (this "Agreement") is made and entered into as of the 22nd day of June 2018 (the "Effective Date") by and between Azara Healthcare, LLC, a Delaware limited liability company ("Azara"), and Jefferson County Public Health, a healthcare organization ("Subscriber"), wherein Azara and Subscriber are individually referred to as a "Party" or collectively as the "Parties." Terms used herein as defined terms and not otherwise defined when first used shall have the meanings ascribed to them in Section 14 below or in the relevant Appendix. WHEREAS, Azara owns or has the right to use certain intellectual property known as the AZARA DRVS (Data Reporting and Visualization Solution), a reporting and analytics solution (as defined below and described in more detail in Appendix A hereto, and collectively, the "Software"); WHEREAS, Subscriber desires to use the Software and receive the Subscriber Support Services and the Professional Services provided by Azara in relation to Subscriber's use of the Software; WHEREAS, Subscriber has entered into a training and technical assistance program with Upstream, wherein Subscriber will provide data, including Protected Health Information ("PHI"), as that term is defined under HIPAA, directly to Azara, which will thereafter be measured and released to Upstream in aggregate and/or de -identified form, as authorized by Subscriber, to be used by Upstream to inform Subscriber's quality improvement efforts and track its progress toward certain goals; and WHEREAS, Upstream has agreed to provide Subscriber with access to Software by paying all fees and charges for Subscriber's use of Software and Professional Services related to said use. NOW, THEREFORE, the Parties agree as follows: 1) SUBSCRIPTION TERMS (a) Subscription Grant. Subject to the terms and conditions of this Agreement, Azara grants to Subscriber a non-exclusive, non -transferable subscription to access and use the Software, including the right to download, copy and use the Documentation provided with the Software. Subscriber may select those individual users to whom it shall grant access to Subscriber's account. Such persons may include any or all of Subscriber's employees or contractors, provided that (i) users may use the Software solely for the benefit of Subscriber's conduct of its own business and (ii) such user's access must be consistent with the obligations of this Agreement and Subscriber's confidentiality obligations under HIPAA. 68458640_2 (b) Restrictions. Subscriber's license to use the Software is subject to the following restrictions: (i) Subscriber shall not reverse engineer the Software or attempt to decompile, disassemble, reverse translate or otherwise derive the source code or data processes from the executable Software code; (ii) Subscriber shall not change Azara branding or the location of Azara's logo, as displayed within the Software delivered or otherwise made available to Subscriber; (iii) Subscriber shall not (a) interfere in any manner with the operation or functionality of the Software or the Services, or (b) attempt to gain unauthorized access to the Software or its related systems or networks; (iv) Subscriber shall not sell, resell, sublicense, lease, rent, loan, lend, transmit or otherwise distribute or transfer access to the Software to third parties; and (v) Subscriber shall not use the Software to provide services to third parties through a service bureau, timeshare or any other arrangement, nor shall it use the Software to build a competitive product or service, or copy any feature, function or graphic of the Software for competitive purposes. (d) Subscriber Responsibilities. Subscriber acknowledges and agrees that (i) as between Azara and Subscriber, Subscriber is solely responsible for the Subscriber Data and those individuals to whom it grants access to Subscriber Data; (ii) Subscriber is responsible for any unauthorized access to the Software taking place through its systems or accounts and it shall notify Azara promptly of any such unauthorized access; and (iii) Subscriber may use the Software only in accordance with the Documentation and applicable law. Subscriber shall be responsible for compliance with this Agreement by its officers, employees and agents. 3) PROFESSIONAL SERVICES Azara agrees to use commercially reasonable efforts to provide the Professional Services and to meet the deadlines, milestones, targets and goals described in the Statement of Work ("SOW") attached to this Agreement (and in any further written SOW as may be jointly executed between the Parties and that are made a part of this Agreement). Professional Services shall be limited to implementation, integration, data connection and training services associated with the initial setup of the Software for Subscriber and such other customization services as may be set forth in the applicable SOW. Unless otherwise specified, all work product and deliverables created by Azara with the applicable SOW shall be deemed to be modifications to the Azara DRVS platform, owned exclusively by Azara and not be considered a work -made -for -hire under the U.S. copyright laws. The fee estimates set forth in the SOW are minimum fees only and may be subject to additional costs, fees and charges for such things as out-of-pocket expenses, travel costs, unplanned or un -forecasted costs, as well as costs incurred as a result of the failure of Subscriber to meet any of its obligations under this Agreement or any SOW. Azara and Subscriber will execute a change order detailing any additional fees or costs. Upon prior notice 2 68458640_2 to Subscriber, Azara shall have the right to assign, delegate, or subcontract the Professional Services, or any portion thereof, to a third party designated by Azara. 4) SUBSCRIBER SUPPORT SERVICES During the Term Azara shall use commercially reasonable efforts to provide the Subscriber Support Services described on Appendix C attached to this Agreement. 5) PAYMENT TERMS (a) Agreed Upon Fees. The Parties acknowledge that Upstream shall pay to Azara all fees and charges in full delivery of the provision of the Software and Professional Services contemplated under this Agreement during the Term, as documented in that certain Statement of Work entered into between Azara and Upstream with respect to Azara's performance of this Agreement. (b) Miscellaneous Charges. Subscriber shall also pay Azara's charges for all goods or services that Azara provides at Subscriber's written request. Subscriber shall be solely responsible for any other charges or expenses Subscriber may incur to access the Software, including without limitation, telephone and equipment charges, and fees charged by third party vendors of products and services. 6) LIMITED WARRANTY Azara warrants that the Services will be performed in a professional and workmanlike manner, and that the Software will, during the Term, perform as stated in this Agreement and its Documentation. During the Term, if the Software does not perform in accordance with its Documentation or the Services are not properly performed, then Azara shall repair the Software or re -perform the Services such that they are then conforming. The foregoing shall be Subscriber's exclusive remedy, and Azara's sole liability, with regard to any warranty claim. 7) MUTUAL CONFIDENTIALITY (a) Definition of Confidential Information. Confidential Information means all confidential information disclosed by a Party (the "Disclosing Party") to the other Party (the "Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Azara's Confidential Information includes, without limitation, the Software. (b) Protection of Confidential Information. Each party receiving or learning Confidential Information of the other party agrees that it shall a) use such Confidential Information only for the purpose(s) of this Agreement and not for any independent purpose, b) not disclose such Confidential Information to any person or entity except to its own employees having a "need to know" such information for the purposes of this Agreement and to such other recipients as the disclosing party may approve in writing, provided, however, that such other recipients shall have executed a confidentiality agreement similar in substance to this Agreement and c) use the same procedures and degree of care to restrict and prevent disclosure that it uses 3 68458640_2 for its own confidential information of a similar nature, but in no event less than reasonable care. The receiving party shall make only such copies of Confidential Information as are necessary to carry out the purpose for the disclosure, and shall reproduce the disclosing party's proprietary legends on all such copies. (c) Exclusions. Confidential Information shall exclude information that: (i) is or becomes generally known to the public without breach, by the Recipient, of any obligation owed to the Disclosing Party; (ii) was known to the Recipient prior to its disclosure by the Disclosing Party without a breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without a breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Recipient without use of or access to the Confidential Information. (d) Protected Health Information. The Parties acknowledge that Subscriber will provide PHI to Azara through its use of the Software, and that Azara's performance of the Services involves access to and use of PHI provided by Subscriber. The Parties acknowledge that Azara will act as the Subscriber's business associate, and Azara agrees to be bound by the provisions of the Business Associate Agreement attached as Appendix D to this Agreement. Subscriber shall not, under any circumstances, provide any PHI to Upstream. Rather, Upstream will only receive aggregate and/or de -identified data or measures directly from Azara, as authorized by Subscriber. Subscriber and Azara agree that Upstream shall own all aggregate and/or de -identified data and measures that result from this Agreement. 8) PROPRIETARY RIGHTS (a) Reservation of Rights by Azara. Subscriber acknowledges that Azara, or its licensors own all right, title and interest, including all intellectual property rights, in the Software, all workflow processes, user interface, designs, know-how and other technologies provided by Azara as part of the Services. Azara does not grant any rights, titles, permissions or licenses except those expressly set forth in this Agreement. (b) Subscriber Data. As between Azara and Subscriber, all Subscriber Data shall remain the sole property of Subscriber subject to the other terms of this Agreement. Subscriber grants to Azara a non-exclusive, royalty free, license to use the Subscriber Data as necessary for purposes of Azara performing its obligations under this Agreement. Subscriber may at any time download the Subscriber Data from the data warehouse maintained by Azara. Azara may use, during and after the Term of this Agreement, all aggregate non -identifiable information and data ("Aggregate Data") for purposes of enhancing the Software, providing technical support, developing industry benchmarks and standards and for other business purposes, all in compliance with HIPAA privacy standards. Azara may use and/or publish such Aggregate Data for the benefit of all Subscribers of Azara or the public, provided that such use is in compliance with HIPAA privacy standards. Subscriber agrees to negotiate in good faith with Azara with regard to any additional or future opportunities for uses of Subscriber Data that may arise from time to time under this Agreement. (c) Data Integrity and Accuracy. Subscriber accepts sole responsibility for: (i) the accuracy, completeness and integrity of the Subscriber Data input into the data warehouse 4 68458640_2 maintained by Azara for use with the Software; and (ii) the programming, procedures and communication lines established and used for purposes of internet-based or remote access to the Software. Subscriber shall use reasonable efforts to ensure that its use of the Software and the Services, including, without limitation its transmission of Subscriber Data, will not include, or introduce any malicious software or malware, viruses, worms, and Trojan Horses which will disrupt the proper operation of the Software or Services. 9) LIMITATION OF WARRANTY AND LIABILITY (a) Limitation of Warranty. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES WITH REGARD TO THE SOFTWARE AND SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, AZARA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES REGARDING MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE OR NON - INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. AZARA MAKES NO REPRESENTATIONS OR WARRANTIES THAT ACCESS TO SOFTWARE WILL BE UNINTERRUPTED, THAT THE SOFTWARE WILL MEET Subscriber'S REQUIREMENTS, OR THAT THE RESULTS OBTAINED BY Subscriber WILL BE ERROR FREE. (b) Limitation of Liability. EXCEPT FOR VIOLATIONS BY Subscriber OF SECTION 1(b) or 1 (c), NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR ANY EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, COSTS OF DELAY, LOSS OF DATA OR INFORMATION), REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AZARA'S LIABILITY FOR ALL DAMAGES RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL NOT EXCEED THE ACTUAL AMOUNT PAID BY Subscriber FOR THE SUBSCRIPTION THAT IS THE SUBJECT OF THE CAUSE OF ACTION, WITHIN THE PRECEDING TWELVE (12) MONTHS. (c) No Medical Practice. Azara does not, nor does it intend to, engage in the performance or delivery of medical or health care services. The Software provided and Services performed by Azara under this Agreement should not, in any case, be deemed or understood as a recommendation, endorsement, guarantee or warranty of the professional services of any health care service providers. The Software is not intended as a substitute for professional medical judgment in patient diagnosis or treatment. Subscriber shall retain responsibility for all medical services and Subscriber shall maintain the usual and customary medical liability and malpractice insurance to cover the provision of services, including those reported on through this Agreement. It is intended that all claims, liabilities, damages, costs and expenses, including, without limitation, attorneys' fees (collectively, "Damages"), relating to or arising out of any claim by any third party that the Software, the Services or their use has resulted in personal injury shall be covered by insurance carried by the Subscriber. Furthermore, provided the Software performs in 5 68458640_2 accordance with the Documentation, Subscriber indemnify and defend Azara against and hold it harmless from any and all Damages. 10) TERM, TERMINATION, SUSPENSION OF SERVICE AND RETURN OF DATA (a) Term. This Agreement shall commence on the Effective Date and continue for a term of five (5) years (the "Term"). (b) Termination. Either Party may terminate this Agreement, effective upon providing written termination notice to the other Party, if the other Party fails to cure a breach of a material term of this Agreement within thirty (30) days after receiving written notice thereof. Either Party may terminate this Agreement, effective immediately, in the event of bankruptcy, dissolution or liquidation by the other Party. (c) Actions upon Termination. In the event of termination or expiration of this Agreement all licenses granted pursuant to Section 2 of this Agreement shall immediately terminate and Subscriber's use of the Software and the Services shall cease. Any and all unpaid fees and charges for Services performed shall immediately become due. Subscriber shall be entitled to the return of all Subscriber Data, and upon written request Azara shall return the Subscriber Data to Subscriber or otherwise make the Subscriber Data available to Subscriber for download. Subscriber Data will be provided or made available in the form and/or format in which it is stored in the Software, or such other form mutually agreed to by the Parties. Notwithstanding the forgoing, Azara shall have no obligation to maintain any of the Subscriber Data longer than sixty (60) days after termination or expiration of this Agreement. All requests for return or access must be made prior to the forgoing date. (d) Suspension of Service for Violations of Law. Azara may immediately suspend the Services and access to the Software and remove applicable Subscriber Data if it in good faith believes that, as part of using the Software or the Services, Subscriber may have violated the law. Azara shall attempt to notify Subscriber in advance, but it is not required to do so. (f) Survival. Only those Sections of this Agreement that, by their nature, must survive termination or expiration in order to achieve their full and intended meaning shall survive any termination or expiration of this Agreement. Such Sections shall survive only to the extent and duration necessary to give such Sections their intended meaning and affect. 11) INDEMNITY (a) By Azara. Azara shall defend, indemnify and hold Subscriber harmless against costs, expenses (including reasonable attorneys' fees) and liabilities resulting from a claim by any third party that use of the Software infringes or violates any intellectual property right of such third party (an "IP Claim"), provided that: (i) Subscriber notifies Azara promptly in writing of any such IP Claim; (ii) Subscriber cooperates with Azara in all reasonable respects in connection with the investigation and defense of the IP Claim; and (iii) Azara shall have sole control of the defense of the IP Claim and all negotiations for its settlement or compromise. Should the Software become, or in Azara's opinion be likely to become, the subject of an IP Claim, Azara may, at its option and expense, either, (A) procure for Subscriber the right to continue using the Software, (B) replace or modify the Software so that it becomes non 6 68458640_2 infringing; or (C) terminate this Agreement and grant to Subscriber a refund of the fees paid hereunder for the balance of the Term. Notwithstanding anything herein to the contrary, Azara shall have no obligation or liability to Subscriber under this Section I I (a) to the extent any otherwise covered IP Claim is based upon: (1) use of the Software by Subscriber in a manner other than that for which it was furnished by Azara; (2) use of the Software if it has been modified by or for Subscriber in such a way as to cause it to become infringing; or (3) use of the Software by Subscriber in conjunction with systems, products or components not furnished by Azara. The provisions of this Section I I (a) set forth Azara's exclusive liability, and Subscriber's exclusive remedy, for infringement or other violation of the intellectual property rights of any third party. (b) By Subscriber. Subscriber shall defend, indemnify, and hold Azara and its directors, officers and employees harmless from and against any claim, action, proceeding, liability, loss, damage, cost or expense (including, without limitation, reasonable attorneys' fees) (collectively, "Claims"), arising out of (i) use or operation of, or access to, the Software or the Services by Subscriber, except to the extent caused by Azara's breach, negligence or intentional misconduct; (ii) any breach of this Agreement by Subscriber or Subscriber's performance or failure to perform its obligations hereunder; (iii) the negligence, recklessness or willful misconduct of Subscriber; or (iv) any breach or alleged breach by Subscriber of any applicable laws or regulations, including, but not limited to, HIPAA or HITECH. 12) MISCELLANEOUS OTHER TERMS (a) Governing Law. This Agreement is governed by the substantive laws of the Commonwealth of Massachusetts, without regard to conflict of laws principles. (b) Entire Agreement. This Agreement, together with the Appendices, sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and supersedes all prior and contemporaneous discussions, representations and understandings, oral or written between them. No amendment or modification of any provision of this Agreement or any of the documents, instruments or agreements to be executed by the Parties pursuant hereto shall be effective unless in a writing specifically referring to this Agreement and signed by all of the Parties hereto. (c) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same Agreement. The executed counterparts of this Agreement may be delivered by scan and e- mail, facsimile or other electronic means by any Party to another Party, and the receiving Party may rely on receipt of such document so delivered as if the original had been received. (d) Headings. The headings of the articles, sections and subsections of this Agreement are intended for the convenience of the Parties only and shall in no way be held to explain, modify, construe, limit, amplify or aid in the interpretation of the provisions hereof. (e) Severability. In the event that any provision of this Agreement is declared or held by any court of competent jurisdiction to be invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any 7 68458640_2 effect on, the remaining provisions of this Agreement, unless such invalid or unenforceable provision goes to the essence of this Agreement, in which case the entire Agreement may be declared invalid and not binding upon any of the Parties. (f) Waiver. The terms, rights and obligations contained in this Agreement, may be waived only by a written instrument executed by the Party waiving compliance. Any such waiver shall not be deemed a waiver of any other provision hereof or of the same breach or default upon any recurrence thereof. No delay or failure on the part of a Party hereto to exercise any right hereunder shall operate as a waiver thereof. (g) Force Maieure. Neither Party shall be held responsible for any delay or failure in performance of any part of this Agreement (except for Subscriber's payment obligations) to the extent such delay or failure is caused by fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, act of God or other causes beyond its control and without the fault or negligence of the delayed or non performing Party or its subcontractors. (h) Assignment. Neither Party may assign or transfer this Agreement to a third party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that this Agreement may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of a Party; provided that the surviving entity (in the case of a merger) or the buyer (in the case of a sale of the business or assets) shall agree in writing to assume the obligations of Subscriber under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and authorized assigns. (i) Independent Contractors. The Parties are independent contractors and shall not be construed to be partners, agents, joint venturers or representatives with respect to each other. 0) Insurance. Azara shall maintain adequate comprehensive general liability and professional liability insurance coverage, with separate minimum limits $1 million per occurrence and $2 million in the aggregate. Upon request, Azara shall provide Subscriber with evidence of insurance for such coverage. Azara shall also maintain workers' compensation insurance as required by law. (k) Use of Subscriber's Name and Logo. Azara may use Subscriber's name and logo in subscriber lists and related promotional materials describing Subscriber as a subscriber of Azara, which use must be in accordance with Subscriber's trademark guidelines and policies. 13) NOTICES Any notice or communication required or permitted under this Agreement shall be in writing and shall be sent to a party at the address specified below or such other address as either party may from time to time designate to the other, via US Mail or courier service, or, if mailed electronically, it shall be confirmed in writing via US Mail or courier service. Such notice shall be deemed to be delivered when actually received by the other party, or when such party refuses delivery. If to Azara Healthcare, LLC: 8 68458640_2 Azara Healthcare, LLC Attention: Jeff Brandes 70 Blanchard Road — Suite 401 Burlington, MA 01803 (781) 365-2208 If to Subscriber: Jefferson County Public Health Attention: Vicki Kirkpatrick 615 Sheridan Street Port Townsend, WA 98368 vkirkpatrick@co. j efferson.wa.us (360) 385-9408 14. DEFINITIONS (a) "Documentation" shall mean all Software user guides, sample data, specifications and other material provided in connection with or accessible through the Software or the Services. (b) "Encounter" means a visit that includes face to face contact between a patient and a provider who exercises independent professional judgment in the provision of services to the patient, which services are documented in charts maintained by the provider and reported through the Uniform Data System of the Health Resources and Services Administration or equivalent report counts, including AZARA DRVS. For the purposes of pricing and payment under this Agreement, Encounter is further limited to the sum of lines 15b and 22b of Table 5 of the final UDS report submitted by Subscriber. (c) "HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996. (d) "HITECH" shall mean the Healthcare Information Technology for Economic and Clinical Health Act of 2009. (e) "Professional Service Fees" shall mean the fees payable by Subscriber for the Professional Services, as set forth in the applicable SOW. (f) "Services" shall mean, collectively, the Subscriber Support Services and the Professional Services. (g) "Software" shall mean the AZARA DRVS Reporting and Analytics Solution, a centralized data warehouse with a web based application, including interfaces and data extraction applications for validation and loading of data, data captured from EPM and EMR, as well as aggregating data through standardized data objects, which enables the functionality of analytic reporting. The term "Software," for purposes of this Agreement, shall also include the Documentation. The Software is further described in Appendix A hereto. 9 68458640_2 (h) "Subscriber Data" shall mean all data uploaded by Subscriber. [Remainder of the page left intentionally blank. ] IN WITNESS WHEREOF, the Parties hereto, by their duly authorized representatives, have executed and delivered this Agreement as of the day and year first above written. JEFFERSON COUNTY PUBLIC HEALTH - / ;/? I C t By: Name: Vicki Kir patric Title: Director "oved e. 7"=.. Date: Philip C. Hunsucker, Chief Civil Deputy Prosecuting ttorney Jefferson County Prosecuting Attorney's Office Jefferson County Board of County Commissioners By: KAI �-- Name: Title: Lit G .q Date: Z/ ATTEST: By: 0I lkGZtic: Carolyn Galla*j y> Deputy Clerk o M e Board 10 68458640_2 AZARA HEALTHCARE, LLC By. N Jeff Brandes Title: President & CEO APPENDIX A Software Description AZARA DRVS "UP" Overview AZARA DRVS is a web -based central data warehouse and reporting solution that provides reports, key performance indicators and a visualization of various data measures captured from Electronic Practice Management (EPM) and Electronic Health Records (EHR) systems. The AZARA DRVS Reporting and Analytics Solution includes three core components: (i) Clinical Quality Reports; (ii) Registry Reports. All reports can be configured and customized using a variety of filters, views, sorts by provider, provider type, gender, locations, specialties, chronic disease and ages. The AZARA DRVS Reporting and Analytics Solution also includes reporting modules covering Patient Centered Medical Home (PCMH) and "Meaningful Use" program requirements and features. AZARA DRVS supports MS Excel and .pdf data output formats, role based security access and user levels that may be defined to reflect scopes of reports referenced in product documentation. The system extract receives data from the individual EPM/EHR systems and deposits it in the AZARA DRVS data warehouse nightly. Subscriber access to data and reporting is provided through secure, role based web interface, meaning only properly authorized personnel may see data that he/she is authorized to view. AZARA DRVS provides multi -dimensional reports and many well-documented health center - specific key performance indicators to support quality improvement. These reports fulfill various needs such as multi-level panel oversight (i.e. Site, Department, team, etc), quality improvement, prevention and outreach, grant and federal reporting. The DRVS "UP" package will contain the following: 1. Upstream USA Family Planning Measure Set (12) 2. Standards based Primary Care Clinical Quality Measures (10) a. Tobacco Use Screening b. Well Child (3) c. Immunizations (5) d. Chlamydia e. Lead Screening DOES NOT INCLUDE Depression or BMI/Weight Screening Measures 3. Cancer Screening Measures — MU Measure Set a. Breast b. Cervical c. Colorectal 4. 1 Full Chronic Disease Measure Set (HTN) & Registry, Dashboard 5. Limited Diabetes Measure Set a. alc control, b. Pre -diabetes c. Undiagnosed diabetics 6. Primary Care Summary/Preventative Registries (3) a. Male A-1 V941W40_2 b. Female c. Pediatrics 7. Fixed Scorecards & Dashboards for above Measures 8. PCMH 2014 Measures (10) Subscriber/o Advanced Care Plan 9. Encounter Volume Measure 10. No -Show & Appointment Cancellation Tracking Measures Azara Data Assurance The Data Connector Assurance Plan covers all changes necessary to maintain the Data Connector fidelity between the EHR and EPM systems and supply any data necessary for DRVS "UP" reports. This plan covers EHR version upgrades and template or workflow changes. The Data Connector Assurance Plan does NOT cover the migration onto a different EHR or EPM platform nor the sourcing or ingestion of data from any other systems. AZARA DRVS "UP" Subscription Included in each subscription is: • License to use Software as a Service • Minimum Availability as detailed in Subscriber Support Services • Support and sustainability services, including continuous improvement related to performance standards • Training Materials and Product Documentation • Business Hours Technical Support/Help Desk (Phone/Email/Internet) — "I can't login to the system" as detailed in Subscriber Support Services • Business Hours Application Support (Phone/Email/Internet) - "How do I view the report of XYZ" as detailed in Subscriber Support Services • Data handling and storage that is compliant with HIPAA, HITECH and other applicable state and federal laws and regulations; provided that if Subscriber changes its EHR software or significant changes are made to HIPAA, HITECH and other applicable state and federal laws and regulations, Azara reserves the right to charge a Professional Services Fee or increase the Subscription Fee • Generally available continuous improvement enhancements to AZARA DRVS Reporting functionality • Services necessary to assure continuity in mappings, data validity and continuous transmission of data following routine upgrades of EHR versions; provided that if significant changes are made to such EHR software, beyond routine upgrades, Azara reserves the right to charge a Professional Services Fee or increase the Subscription Fee Not included in subscription: • User access equipment • Network connectivity to sites • Data Connectors • Sourcing of new or additional data elements necessary to use new reports or functionality, including reports added to meet updated regulatory requirements (ex. UDS) • Data Connector modifications to accommodate EHR system changes A-2 6NW40_2 • Open Database access • Custom Reports Definitions Used in this Product Description "EHR" means an electronic health record system. "EPM" means an electronic practice management system. "Meaningful Use" means the criteria to be established in three stages from 2011 to 2015 pursuant to the HITECH provisions of the American Recovery and Reinvestment Act of 2009 for the use of certified EHR technology in ways that can be measured significantly in quality and in quantity, including using certified EHR technology that includes electronic prescribing, using EHR technology that allows electronic documentation and exchange of health information and submitting information on the clinical quality measures and other measures selected by the secretary of the Department of Health and Human Services. A-3 6194$40_2 APPENDIX B Statement of Work Azara will connect the Subscriber's EHR & EPM System to the Azara DRVS platform 1.1 Connecting Health Center to AZARA DRVS: 1.1.1 Preparation call with Subscriber to provide project overview, define project goals and approach, and determine Subscriber team owners. 1.1.2 Connect Subscriber's EHRs to the DRVS data warehouse for nightly unidirectional data transfer. 1.1.3 Conduct Kickoff — DRVS product overview and demonstration, review standardized metrics, and conduct EHR walkthrough for in scope metrics with health center staff. 1.1.4 Capture of all required data elements from Subscriber's EHR for standard DRVS "UP" configuration. 1.2 Data Validation: 1.1.1.1 Quality of Documentation= Quality of Care Delivered (QD=QC) analysis: Analysis of the quality of data extracted from each EHR/EPM to determine whether data accurately represents of the quality of care delivered by Subscriber. Completion milestones are listed below: A) Seed Data / Mapping (e.g., all the ways to order Alc, Pap, Mamm, Locations, etc.) B) Patient Profile: Data Validation • Pt Demographics • PCP / Usual Provider • Medications • Allergies • Problems / Diagnoses • Insurance / Payer Information C) Clinical Encounter: Data Validation • Lab Results • Vitals • Procedures • Medical and Social History • Charges D) Data Loaded in Production Environment E) Detailed Validation of Upstream Measures B-1 61944W402 a • Exceptions / Exclusions • Denominator • Numerator 1.2.2 Validation/Sign-Off of Subscriber that EHR data is accurately represented in AZARA DRVS. 1.3 Training: 1.3.1 Azara will provide Subscriber training on the use of the DRVS reporting platform. The training will consist of one live, in person session and up to 2 additional webinars (60 minutes each). 1.3.2 One super user training session will be provided to Subscriber (as required/up to 4 hours in length) on same day as User training (1.3.1) 1.3.3 Post Go -Live "Adoption" support from Implementation Specialist includes 8 hours of structured meeting time over 10-12 weeks following system go -live and user sign off. The connection services for Subscriber will begin on a mutually agreed upon date. The services will be completed in accordance with the timeline illustrated below and are expected to take approximately 8-10 weeks. iQHC Database Connector Per Center {up to 3 at a time] Weekt Week2 We"3 Week4 Weeks Week6 Week? M T W Th F hl T W "Th F M T W Th F M 7 W Th F tel T W 'h F M T 'W Th `r M T W Th F Project Management Estahtish. EMR Connectivity Project Kick -Oft and Onsite DeveW & BuRd Connector to Azara DRYS Conduct Data Yakdatian Sessions GW L aR Training & Ca Uve /,//M/ ," Aura DRVS Post implementation Support e ,Affl 61941W40_2 IM Azara will produce the following deliverables for Subscriber. 4 Assumptions The following are assumptions for this project: 4.1 Subscriber will facilitate conversations with key personnel. 4.2 Subscriber will provide reference materials as needed (e.g., EHR setup, EHR workflows, quality improvement initiatives, network connectivity). 4.3 Azara staff will be granted access to any relevant, existing Subscriber systems, data and documentation, including application and database access to both EMR and EPM systems, prior to the integration start date in the Schedule section. 4.4 In order to minimize travel expenses, Azara resources will perform work that can be accomplished offsite at Azara facilities. 4.5 Subscriber will be available for issue resolution within 2 business days. 4.6 Subscriber will respond to requests for information or materials within 3 business days. 4.7 Only data captured in a structured format within the EPM and EMR of each health center will be transmitted to the DRV S platform. 4.8 Data elements added to the EHR or EPM systems after the completion of this project are outside the scope of this statement of work. B-3 $19415M40_2 4.9 Structured data will be collected from a single EMR & EPM system. Connections to other data sources or legacy systems are beyond the scope of this SOW. 4.10 Subscriber will ensure business and technical stakeholders are available for project meetings and will provide necessary materials as needed and as agreed to in the project plan maintained by the Project Manager. M APPENDIX C Subscriber Support Services Azara will provide the following Subscriber Support Services at no additional charge to Subscriber: • Azara will use commercially reasonable efforts to (i) provide for resolution of Software performance issues; (ii) provide monitoring to assure effective transmission of data; and (iii) provide necessary support to remedy malfunctions in data transmission due to the Software. In addition, Azara will make available on-going system reports supported by tracking logs and other documentation and provide communication to Subscriber on the status of any known issues. • Azara will use commercially reasonable efforts to maintain the Software through Scheduled Maintenance and Emergency Maintenance, as required. Notice of Scheduled Maintenance will be provided to Subscriber's designated point of contact by telephone, email or fax, as determined by Azara. • Azara will use commercially reasonable efforts to maintain the online Availability of the Software as follows: • Azara will correct, within the timeframes set forth below, reported verifiable failures of the Software to substantially conform to, or perform substantially in accordance with, Azara's published user documentation: Activity SL 1 SL 2 SL 3 SL 4 Acknowledge Within 2 Within 4 Within 8 Within 8 business business business business hours hours hours hours Response & Every 2 Every 4 Every As needed Follow Up business business business day hours hours Escalation Immediate 2 business As needed As needed Hours Severity Level Definitions: Severity 1: indicates a major business impact Severity 2: indicates a serious business impact ( i.e., poor application performance or intermittent connectivity) Severity 3: indicates a minor business impact (no workaround in place) Severity 4: indicates a low business impact (workaround available) • Azara will provide telephone support and/or remote access support to designated Subscriber contacts to assist Subscriber in the use of the Software, including the daily transmission of data and the availability of reports. C-1 $194$40_2 Telephone Support: Phone No.: Hours of Support: 8:00 am to 7:00 pm Eastern Time Email Support: Email Address: support@azarahealthcare.com Hours of Support: 8:00 am to 7:00 pm Eastern Time Designated Subscriber Contact: Contact 1: Name: Phone: Email: Azara will provide to Subscriber all Updates of the Software and any new modules for which Azara does not charge an additional Subscriber fee; provided, however, that any required development, installation, implementation and other services or out-of- pocket costs in connection with the Updates, new reports or new modules shall not be included in the Subscriber Support Services. Exclusions. The Subscriber Support Services provided by Azara under this Agreement do not include: (i) resolution of problems resulting from or attributable to: (A) any modification of or damage to the Software or its operating environment not caused by Azara; (B) the failure of Subscriber to operate or use the Software in the proper hardware and software environment; (C) the failure of Subscriber to use the Software or the Professional Services in accordance with Azara's documentation and/or instructions; or (D) use of the Software or the Professional Services with third party hardware or software not provided or approved by Azara or that does not meet the specifications provided by Azara; (ii) new modules in the Software for which Azara establishes a separate subscription fee; provided that the Subscriber Support Services shall include new modules of the Software if Subscriber pays the agreed upon subscription fee for such new module; (iii) any Updates, if Subscriber is in default with respect to payment of any amounts due hereunder; or (iv) the Professional Services. Carrier Lines. Subscriber acknowledges that access to the Software is provided over various faculties and communications lines and information will be transmitted over local exchange and internet backbone carrier lines and through routers, switches, and other devices (collectively "Carrier Lines") that are owned, maintained and serviced by third parties, all of which are beyond Azara's control. Azara assumes no liability for or relating to the availability, integrity, privacy, security, confidentiality or use of any information while it is transmitted on the Carrier Lines, or any delay, failure, interruption, interception, loss, transmission or corruption of any data or other information attributable to transmission on the Carrier Lines. Use of the Carrier Lines is solely at Subscriber's risk and is subject to all applicable laws. C-2 WrW40_2 Subscriber Duties. During the Term, Subscriber shall: (i) at Subscriber's expense, maintain an approved, secure internet connection with the ability to access the Software; (ii) cooperate with Azara in identifying the cause of any claimed failure of the Software to perform per the warranty herein; and (iii) allow Azara on-site access to Subscriber's systems to the extent necessary to perform the Services.. Definitions Used in this Support Services Appendix "Agreed Upon Service Time" shall mean the total number of minutes available for a particular month, minus the sum of (i) any Scheduled Maintenance for such month; and (ii) any additional planned downtime approved by Subscriber. "Emergency Maintenance" shall mean any maintenance of the Software, at Azara's data warehouse or otherwise, other than Scheduled Maintenance. "Incident Minutes" shall mean the number of minutes during which the availability and use of the Software is substantially impacted. "Scheduled Maintenance" shall mean any maintenance of the Software, at Azara's data warehouse or otherwise, where (i) Subscriber is notified not less than forty eight (48) hours in advance; and (ii) the maintenance is performed during a standard maintenance window from 10 pm to 6 am EST. "Updates" shall mean all versions, revisions, updates or upgrades to the Software that Azara makes available generally to Subscribers without any additional fees. C-3 6194W40_2 APPENDIX D BUSINESS ASSOCIATE AGREEMENT F-1 1992V X40_2 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement"), effective as of June 22, 2018 ("Effective Date"), is entered into by and between Jefferson County Public Health, a healthcare organization with its primary place of business at 615 Sheridan Street, Port Townsend, Washington 98368 (the "Covered Entity"), and Azara Healthcare, LLC, a Delaware limited liability company, with its primary place of business at 70 Blanchard Road, Suite 401, Burlington, MA 01803 (the 'Business Associate") (each a "Party" and collectively the "Parties"). The Parties may enter into agreements or arrangements from time to time pursuant to which the Business Associate may receive, use and/or disclose Protected Health Information (as defined below) in connection with the services provided to the Covered Entity under such agreements or arrangements (the "Service Agreements"). Both Parties are committed to complying with Federal regulations under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), including the so-called Privacy, Security, Breach Notification and Enforcement Rules (the "HIPAA Laws") and other applicable laws that govern the privacy and security of Protected Health Information. This Agreement sets forth the terms and conditions pursuant to which the Covered Entity and the Business Associate will handle Protected Health Information that is provided by, or created or received by, the Business Associate from or on behalf of the Covered Entity ("Protected Health Information"), during the term of the Service Agreements between the Parties and after its termination. Capitalized terms shall have the meanings set forth in HIPAA, HITECH and the corresponding Federal regulations at 45 C.F.R. Part 160 and Part 164, unless otherwise defined herein. The Parties agree as follows: 1. PERMITTED USES AND DISCLOSURES OF PROTECTED HEALTH INFORMATION 1.1 Services. Pursuant to one or more Service Agreements between the Parties, the Business Associate provides services to the Covered Entity that involve the receipt, use and disclosure of Protected Health Information. Except as otherwise specified herein, the Business Associate may make any and all uses of Protected Health Information necessary to perform its obligations under the Service Agreements between the Parties. 1.2 Business Activities of the Business Associate. Unless otherwise limited herein, the Business Associate may do the following: a. use the Protected Health Information in its possession for its proper management and administration and to fulfill any present or future legal responsibilities of the Business Associate, provided that such uses are permitted under state and federal confidentiality laws; and b. disclose the Protected Health Information in its possession to third parties for the purpose of its proper management and administration or to fulfill any present or future legal responsibilities of the Business Associate, provided that (i) the disclosures are Required by Law; or (ii) the Business Associate has received from the third party written assurances regarding its confidential handling of such Protected Health Information, as required under 45 C.F.R. § 164.504(e)(4). 3900439v8 1.3 Additional Activities of the Business Associate. In addition to using the Protected Health Information to perform the services referred to in Section 1.1 and as otherwise provided for in Section 1.2, the Business Associate may do the following: a. aggregate the Protected Health Information in its possession with the Protected Health Information of other covered entities that the Business Associate has in its possession through its capacity as a business associate to said other covered entities, provided that the purpose of such aggregation is to provide the Covered Entity with data analyses relating to the Health Care Operations of the Covered Entity to the extent permitted by applicable law. Under no circumstances may the Business Associate disclose Protected Health Information of the Covered Entity to another covered entity absent the explicit authorization of the Covered Entity; and b. de -identify any and all Protected Health Information, provided that the de -identification conforms to the requirements of 45 C.F.R. § 164.514(b), and further provided that the Covered Entity maintains the documentation required by 45 C.F.R. § 164.514(b) which may be in the form of a written assurance from the Business Associate. To the extent described in 45 C.F.R. § 164.502(d)(2), de -identified information does not constitute Protected Health Information and is not subject to the terms of this Agreement. 2. RESPONSIBILITIES OF THE PARTIES WITH RESPECT TO PROTECTED HEALTH INFORMATION 2.1 Responsibilities of the Business Associate. With regard to its use and/or disclosure of Protected Health Information, the Business Associate hereby agrees to do the following: a. Use and/or disclose the Protected Health Information only as permitted or required by this Agreement or as otherwise Required by Law; b. Not use the Protected Health Information in any manner that would constitute a violation of the HIPAA Laws if done by the Covered Entity; C. Report to the designated Privacy Officer of the Covered Entity, in writing, any use and/or disclosure of the Protected Health Information that is not permitted or required by this Agreement of which the Business Associate becomes aware, within 10 days of the Business Associate's discovery of such unauthorized use and/or disclosure, and report any Breach of Unsecured Protected Health Information in accordance with 45 C.F.R. § 164.410 and any Security Incident of which it becomes aware; d. Use appropriate safeguards and comply with subpart C of 45 C.F.R. Part 164 with respect to EPHI, to prevent use or disclosure of Protected Health Information or EPHI, other than as provided for by this Agreement; e. Ensure, in accordance with 45 C.F.R. § 164.502(e)(1)(ii) and § 164.308(b)(2), if applicable, that any subcontractors, that create, receive, maintain or transmit Protected Health Information on behalf of the Business Associate agree to the same restrictions and conditions that apply to the Business Associate with respect to such Protected Health information; 2 3900439v8 Upon prior written request, make available during normal business hours at the Business Associate's offices its internal practices and all records, policies and procedures relating to the use and/or disclosure of Protected Health Information received from, or created by or received by the Business Associate on behalf of, the Covered Entity, to the Secretary of Health and Human Services for purposes of determining the Covered Entity's compliance with applicable HIPAA Laws and regulations; g. Document and maintain a record of all Disclosures of Protected Health Information in its possession 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 Protected Health Information in accordance with 45 CFR Part 164.528, and, within 45 days of receiving a written request from the Covered Entity, provide to the Covered Entity such information as is requested by the Covered Entity to permit the Covered Entity to respond to a request by an individual for an accounting of the disclosures of the individual's Protected Health Information in accordance with 45 C.F.R. § 164. 528; h. To the extent Business Associate has Protected Health Information in a Designated Record Set, at the request of, and in the time and manner reasonably designated by the Covered Entity, provide access to Protected Health Information that is in a Designated Record Set to the Covered Entity or the individual to whom such Protected Health Information relates or his or her authorized representative in order to meet a request by such individual under 45 C.F.R. § 164.524; and To the extent Business Associate has Protected Health Information in a Designated Record Set, at the request of, and in the time and manner reasonably designated by the Covered Entity, make any amendment(s) to Protected Health Information that is in a Designated Record Set that the Covered Entity directs pursuant to 45 C.F.R. § 164.526. To the extent Business Associate is to carry out one or more of Covered Entity's obligations under Subpart E of 45 C.F.R. § 164, Business Associate must comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligations; k. Use, disclose and make requests for Protected Health Information consistent in accordance with the Covered Entity's minimum and necessary policies and procedures; and Not use or disclose Protected Health Information in a manner that would violate Subpart E of 45 C.F.R. Part 164 if done by Covered Entity, except for the specific uses and disclosures set forth in this Agreement. 2.2 Responsibilities of the Covered Entity. With regard to the use and/or disclosure of Protected Health Information by the Business Associate, the Covered Entity hereby agrees as follows: a. Covered Entity will not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the HIPAA Laws if done by the Covered Entity; b. Covered Entity will inform the Business Associate of any changes in its privacy policies and the form of notice of privacy practices (the "Notice") that the Covered Entity 3 3900439v8 provides to individuals pursuant to 45 C.F.R. § 164.520, and provide the Business Associate a copy of the Notice currently in use; Covered Entity will inform the Business Associate of any changes in, or withdrawal of, the consent or authorization provided to the Covered Entity by individuals pursuant to 45 C.F.R. § 164.506 or § 164.508; d. Covered Entity will notify the Business Associate, in writing and in a timely manner, of any arrangements permitted or required of the Covered Entity under 45 C.F.R. Parts 160 and 164 that may impact in any manner the use and/or disclosure of Protected Health Information by the Business Associate under this Agreement, including, but not limited to, restrictions on use and/or disclosure of Protected Health Information, as provided for in 45 C.F.R. § 164.522, agreed to by the Covered Entity; e. Covered Entity will use appropriate safeguards to maintain and ensure the confidentiality, privacy and security of Protected Health Information transmitted to Business Associate in accordance with the standards and requirements of the HIPAA Laws; and f. Covered Entity will agrees that the Business Associate may make any use and/or disclosure of Protected Health Information permitted under 45 C.F.R. § 164.512 except uses or disclosure for research are not permitted without prior approval by the Covered Entity. 3. TERMS AND TERMINATION 3.1 Term. This Agreement shall become effective on the Effective Date and shall continue in effect until all obligations of the Parties have been met, unless terminated as provided in this Section 3. In addition, certain provisions and requirements of this Agreement shall survive its expiration or other termination in accordance with Section 4.3 herein. 3.2 Termination by the Covered Entity. As provided for under 45 C.F.R. § 164.504(e)(2)(iii), the Covered Entity may immediately terminate this Agreement and any related agreements if the Covered Entity makes the determination that the Business Associate has breached a material term of this Agreement. Alternatively, the Covered Entity may choose to: (i) provide the Business Associate with written notice of the existence of an alleged material breach; and (ii) afford the Business Associate an opportunity to cure said alleged material breach upon mutually agreeable terms. In any event, the Business Associate must cure said breach to the satisfaction of the Covered Entity within 30 days. Failure to cure such breach in the manner set forth in this paragraph 3.2 shall be grounds for the immediate termination of this Agreement. 3.3 Termination by the Business Associate. If the Business Associate makes the determination that a material condition of performance has changed under an Agreement between the Parties or this Agreement, or that the Covered Entity has breached a material term of this Agreement, the Business Associate may provide 30 days notice of its intention to terminate this Agreement. The Business Associate agrees, however, to cooperate with the Covered Entity during such 30 day period to find a mutually satisfactory resolution to the matter prior to terminating this Agreement and further agrees that, notwithstanding this provision, it shall not terminate this Agreement so long as it continues to receive Protected Health Information from the Covered Entity. 3.4 Effect of Termination. upon the event of termination pursuant to this Section 3, the Business Associate agrees to return or destroy all Protected Health Information pursuant to 45 C.F.R. § 4 3900439v8 164.504(e)(2)(I), if it is feasible to do so. Prior to doing so, the Business Associate further agrees to recover any Protected Health Information in the possession of its subcontractors or agents. If it is not feasible for the Business Associate to return or destroy said Protected Health Information, the Business Associate will notify the Covered Entity in writing. Said notification shall include: (i) a statement that the Business Associate has determined that it is infeasible to return or destroy the Protected Health Information in its possession, and (ii) the specific reasons for such determination. The Business Associate further agrees to extend any and all protections, limitations and restrictions contained in this Agreement to the Business Associate's use and/or disclosure of any Protected Health Information retained after the termination of this Agreement, and to limit any further uses and/or disclosures to the purposes that make the return or destruction of the Protected Health Information infeasible. If it is infeasible for the Business Associate to obtain, from a subcontractor or agent any Protected Health Information in the possession of the subcontractor or agent, the Business Associate must provide a written explanation to the Covered Entity and require the subcontractors and agents to agree to extend any and all protections, limitations and restrictions contained in this Agreement to the subcontractors' and/or agents' use and/or disclosure of any Protected Health Information retained after the termination of this Agreement, and to limit any further uses and/or disclosures to the purposes that make the return or destruction of the Protected Health Information infeasible. 4. MISCELLANEOUS 4.1 The Covered Entity. For purposes of this Agreement, the Covered Entity shall be as defined under the Privacy Regulation and shall include all entities covered by the joint notice of information practices (or privacy notice). 4.2 The Business Associate. For purposes of this Agreement, the Business Associate shall be as defined under the Privacy Regulation at 45 C.F.R. § 160.103 and shall include the named Business Associate herein. However, in the event that the Business Associate is otherwise a Covered Entity under the Privacy Regulation, that entity may appropriately designate a health care component of the entity, pursuant to 45 C.F.R. § 164.504(a), as the Business Associate for purposes of this Agreement. The Parties acknowledge and agree that in its performance hereunder, Business Associate is acting as an independent contractor and is not an agent of the Covered Entity. 4.3 Survival. The respective rights and obligations of the Business Associate and the Covered Entity under the provisions of Sections 3.4, 4 and Section 2.1 solely with respect to Protected Health Information the Business Associate retains in accordance with Section 3.4 because it is not feasible to return or destroy such Protected Health Information, shall survive termination of this Agreement indefinitely. In addition, Section 2.1 shall survive termination of this Agreement, provided that the Covered Entity determines that the Protected Health Information being retained pursuant to Section 3.4 herein constitutes a Designated Record Set. 4.4 Amendments; Waiver. This Agreement may not be modified, nor shall any provision hereof be waived or amended, except in a writing duly signed by authorized representatives of the Parties. A waiver with respect to one event shall not be construed as continuing, or as a bar to or waiver of any right or remedy as to subsequent events. 4.5 No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Parties and the respective successors or assigns of the Parties, any rights, remedies, obligations, or liabilities whatsoever. 5 3900439v8 4.6 Notices. Any notices to be given hereunder to a Party shall be made via U.S. Mail or express courier to such Party's address given below, and/or (other than for the delivery of fees) via facsimile to the facsimile telephone numbers listed below. If to the Business Associate, to: Azara Healthcare, LLC 70 Blanchard Road, Suite 401 Burlington, MA 01803 Attention: President Fax: (781) 457-7699 If to the Covered Entity, to: Jefferson County Public Health 615 Sheridan Street Port Townsend, WA 98368 Attention: Vicki Kirkpatrick Fax: Each Party named above may change its address and that of its representative for notice by the giving of notice thereof in the manner hereinabove provided. 4.7 Counterparts; Facsimiles. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Facsimile copies hereof shall be deemed to be originals. 4.8 Disputes. If any controversy, dispute or claim arises between the Parties with respect to this Agreement, the Parties shall make good faith efforts to resolve such matters informally. The exclusive jurisdiction and venue for any dispute hereunder shall lay in the Federal or state courts located in Massachusetts. 4.9 LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. 4.10 Indemnification. Each party (the "Indemnitor"), shall indemnify and defend the other party and its employees, directors, managers, officers, members, representatives and agents (collectively the "Indemnitees") against all third parry claims, causes of action, liabilities, judgments, fines, assessments, penalties, damages, awards or other expenses, of any kind or nature whatsoever, including, without limitation, reasonable attorneys' fees, expert witness fees, and costs of investigation, litigation or dispute resolution, incurred by the Indemnitees and relating to or arising out of any breach or alleged breach of the terms of this Agreement by the Indemnitor. The Indemnitor shall have sole control over the defense of any such claim, and the Indemnitees shall reasonably cooperate in such defense. 4.11 Amendment and Interpretation. The Parties agree to take such action as is necessary to amend this Business Associate Agreement, from time to time, as is necessary for compliance with the 6 3900439v8 requirements of the HIPAA Laws and any other applicable laws. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Laws. IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed in its name and on its behalf effective as of the Effective Date. COVERED ENTITY BUSINESS ASSOCIATE JEFFERSON COUNTY PUBLIC HEALTH AZARA HEALTHCARE, LLC By: Y' _ By : Name: Vick4Kiratrick/' Nam . f Brandes Title: Director Title: President & CEO A ved asor • C. Date: Philip C. H su ker, Chief Civil Deputy Prosecu ing Attorney Jefferson County Prosecuting Attorney's Office Jefferson Coun Board of County Commissioners By: Name:l Title: CA&I e -?c i Date: `f ATTEST: By:rrC:— Carolyn Gallaway, eputy Clerk of the Boa 3900439v8 Consent Agenda January 10, 2019 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Vicki Kirkpatrick, JCPH Director DATE: SUBJECT: Agenda It m — Azara Software Subscription and Services Agreement STATEMENT OF ISSUE: Jefferson County Public Health requests Board approval of the software subscription and services agreement with Azara. ANALYSIS/STRATEGIC GOALS/PRO'S and CON'S: JCPH has been selected as one of four family planning programs forming the latest cohort of FP programs to receive the TA/QI services from UPSTREAM. It is an opportunity that will provide for improvements around goals of cost savings, client service enhancement, and inventory management to ensure timely access to contraceptive methods. Azara is the data organization that will give Upstream and JCPH access to data analysis regarding clinic effectiveness and inventory efficiency. Data will be measured and released to Upstream to inform JCPH about quality improvement efforts and track progress towards goals. This Business Associate Agreement is the standard agreement between contracting agencies that will be sharing HIPAA protected information and assurance that confidentiality protection is in place. Any data that Azara provides to UPSTREAM regarding our family planning clients will be de -identified and provided in such a way that individual identification cannot be determined. FISCAL IMPACT/COST BENEFIT ANALYSIS: The services provided to the Family Planning program is provided at no cost to JCPH, will provide for quality improvement and, assuming JCPH Family Planning program meets milestones, may provide for incentive funds that can be used to stabilize inventory and improve access. RECOMMENDATIOS: Approve Software Subscription and Services Business Associate Agreement with Azara. REVIEWED BY: K iTip Morle'nty Admir Date Consent Agenda CONTRACT REVIEW FORM CONTRACT WITH: Azara Healthcare LLC 16-Z5 CONTRACT FOR: Software Subscription & Service Agreement TERM: 6/22/2018-6/22/2023 AMOUNT: $0 Revenue: Expenditure: Matching Funds Required: Sources(s) of Matching Funds Source of Funds N/A N/A N/A N/A Step 1: REVIEW BY Review by: Date Reviewed: ❑X APPROVED FORM Comments PROCESS: Exempt from Bid Process Consultant Selection Process Cooperative Purchase Competitive Sealed Bid Small Works Roster Vendor List Bid RFP or RFQ X Other: 1, ❑ R&u+ried for revision (See Comments) Step 2: REVIEW BY PR.=GTTORNEY Review by: . C. Date VReview' / Z APPROVED AS TO FORM Returned for revision (See Comments) Comments 4'/1tk Gj H � Rkf ., Step 3: (If required) DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF ORIGINALS Step 5: SUBMIT TO BOCC FOR APPROVAL Submit originals and 9 copies of Contract, Review Form, and Agenda Bill to BOCC Office. Place "Sign Here" markers on all places the BOCC needs to sign. MUST be in BOCC Office by 5 p.m. TUESDAY for the following Monday's agenda. (This form to stay with contract throughout the contract review process.)