HomeMy WebLinkAboutC-2867Digital EMS Subscription Agreement
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SUBSCRIPTION AGREEMENT
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This Medic CiipBoard Subscription Agreement ( "Agreement") is between Digital EMS Solutions Incorporated
( "Digital EMS ") and the undersigned customer ( "Customer ").
1. Medic OpBoard. ( "System ")
1.1. Licensed Software. The licensed software is the Medic ClipBoard system, a system comprising of multiple
parts: an i0S (Apple's mobile operating system) application ( "Front- End ") that performs reporting of
patient information, a web -based administrative support back -end ( "Back- End ") that performs data
collection, analysis, and reporting over the Internet (the "Licensed Software ") for the Emergency Medical
Services (EMS) industry. Digital EMS Solutions Inc. owns all the rights to this software.
1.2. Professional Services. Digital EMS makes available many professional services ( "Professional Services ")
per Section 4 to help maximize your investment in Digital EMS. Services include, but may not be limited to,
Application Support, Classroom Training, Educational Resources, and Custom Programming to the System.
1.3. System Integration Services. Digital EMS integrates the System with many third -party systems, such as
CAD (Computer- Aided - Dispatch), medical devices, billing, and local reporting systems. These integration
services may be provided on a fee - for - services basis or may be included in the Subscription Fees, and /or
evaluated on a case -by -case basis.
1.4. Data Collection Services. Digital EMS provides the System as a flexible data collection solution for the
Customer using the proprietary electronic Patient Care Report ( "ePCR ") using mobile hardware and a
secure file transfer that uploads data via the Internet (the "Data Collection Services "). Certain Data
Collection Services require the Customer to procure and support hardware that meets the specifications set
forth by Digital EMS. Digital EMS shall not be responsible for any loss or damages caused by the failure or
nonperformance of any of the System described herein, and license fees due pursuant to Section 2 of this
Agreement shall continue to accrue notwithstanding to any period of downtime caused thereby.
1.5. Data Center Services. The Data Center ( "Data Center ") is comprised of infrastructure and services that
host, manage, and support the System. Digital EMS is responsible for the Data Center as defined in Section
5.2 up to the point of eternal Internet access. It is the responsibility of the Customer to procure applicable
hardware, software, and Internet Connectivity with sufficient bandwidth to meet the user demands. Digital
EMS uses a third party Business Associate to handle the Data Center and hardware that support the Back -
End part of the System. Digital EMS will do its due diligence to uphold this Agreement as defined herein.
2. INITIAL SETUP
2.1.
2.2.
Customer's Responsibilities for Setup. Customer must provide Internet connectivity to the System with
sufficient bandwidth to meet the Customer's utilization demands. System performance is a function of
bandwidth and latency time from client hardware to the System. Customer must connect to Back -End with
a web browser that will support the latest web technologies. If the Customer is using Internet Explorer, the
Customer must use version 8.0 or greater.
Customer Passwords. Both a login identity and a password are necessary to access the System Back -End
through a web browser. The password provides a vital security in preventing unauthorized access to the
Customer's Data and Confidential Information. Customer is responsible for keeping and r
security of the passwords that are assigned to the Customers employees. Digital EMS
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responsibility for the unauthorized access to the Customer's Data or Confidential Information that results
from the Customers Failure to keep secure the assigned passwords.
2.3. System Activation Date. The System Activation Date ( "Activation Date ") is defined in Schedule P. The
System Activation Date is the date at which Digital EMS will activate the System to allow for Customer set-
up of the Licensed Software via the Data Center.
2.4. System Go -Live Date. The System Go -Live Date ( "Go- Live ") is defined in Schedule P. The Go -Live date is the
date at which the Customer has properly set up their Back -End, the Customers employees have been
trained in the use of the System, and the Customer is ready for live field use of the System.
3. LICENSE AND FEES
3.1. License. Digital EMS herby grants the Customer a non - exclusive, non - transferable, license to access the
System on their iOS hardware and over the Internet, based on the payment of the Customer's subscription
fees as set forth in Schedule P.
3.2. Fees.
3.2.1. System Set -Up Fees. System Set -Up Fees are the one -time per Provider initial System Activation and
Provider Set -up as set forth on Schedule P.
3.2.2. Subscription Fees. Customer agrees to pay Subscription Fees as set forth on Schedule P, which
forms a part of this Subscription. Fees include: Data Center Services, Data Collection Services,
Application Licensing, System Maintenance, and Application Support System Upgrades are the sole
prerogative of Digital EMS.
3.2.3. Invoicing. Following the identification of Customer's System Go Live Date as set forth in Schedule P,
Digital EMS will invoice the Customer for Subscription Fees in subsequent years on the Go Live
anniversary date.
3.2.4. Payment. Year -One initial payment from Customer is due upon acceptance of this Agreement and all
fees must be paid as set forth on Schedule P. For subsequent years, payment is due upon receipt of
invoice and payment shall be made no later then 30 calendar days from the Go Live anniversary date.
3.2.4.1. Year -One pricing will be based on the average emergency medical reports for the preceding year.
At the conclusion of Year -One, the difference between the estimate and the actual electronic
Patient Care Reports ( "ePCRs ") uploaded will be calculated and the difference resolved at the
agreed rate for Year -One. The difference shall be credited or paid to the respective party within
30 calendar days.
3.2.4.2. Year -Two pricing will be based on the actual electronic Patient Care Reports ( "ePCRs ") that are
uploaded to the server during Year -One. At the conclusion of Year -Two, the difference between
the estimate and the actual reports uploaded will be calculated and the difference resolved at the
agreed rate for Year -Two. The difference shall be credited or paid to the respective party within
30 calendar days.
3.2.4.3. Year -Three pricing will be based on the actual electronic Patient Care Reports ( "ePCRs ") that are
uploaded to the server during Year -Two. At the conclusion of Year - Three, the difference between
the estimate and the actual ePCRs uploaded will be calculated and the difference resolved at the
agreed rate for Year - Three. The difference shall be credited or paid to the respective party
within 30 calendar days.
3.2.5. Taxes. In the future, Digital EMS may be required to collect sales tax from products and services
provided to customers in the state of California. Digital EMS reserves the right to invoice the
Customer those taxes that are imposed by any governmental authority upon the sale or delivery of
items purchased or licensed. Customer shall only be responsible for any penalties or accruing
interest respective to non - payment of Customer sales tax fees. Customer shall be held harmless by
Digital EMS from penalties or accruing interest for failure of Digital EMS to pay sales tax.
3.2.6. Interest and Costs. Amounts not paid when due will bear interest at the rate of 2.0% annum on the
unpaid balance each month, or such lesser rate of interest as shall be the maximum amount
chargeable with respect to this account under the law in the effect in the state of California. In the
event of non - payment or default by the Customer, Customer agrees that Customer will pay all costs of
enforcement and collection, including reasonable attorney's fees.
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4. PROFESSIONAL SERVICES
4.1. Application Support Digital EMS provides phone and email Application Support of the System at no
additional cost to Customers who have completed Train- the - Trainer Classroom Training and are active
Users. Application support is defined as help with application navigation or troubleshooting arising from
the use of the System, as designed. Digital EMS's phone support will provide unlimited Customer support
during the hours of 8:00 am - 5:00 pm PST. After -hour System support consists of a voice - messaging system
in which the Customer will be required to leave a message containing a brief synopsis of the issue, and a
contact name and number. It is Digital EMS's goal to return after -hour messages within one hour of
receiving them or first thing in the morning for late night calls. As to avoid many calls from the Customer's
employees, the Customer will designate one to five employees who will act as the point of contact between
Digital EMS and the Customer. Application Support excludes supporting Customer procured hardware, OS
and Internet connectivity.
4.2. Classroom Training. Digital EMS offers training regarding the use of the System for the benefit of its
Customers. Customer will define, in their RFP, what is requested as a minimum of training required for the
Customer. Training will be offered at the rate defined in Schedule P. Should the Customer, at a later date,
require additional Training not defined in their RFP, it will be the Customer's responsibility to pay for the
invoice of the requested additional training.
4.3. Custom Programming. If the Customer desires to have the System perform in a way that is not already
included in the System, this will require Digital EMS to perform Custom Programming ( "Custom
Programming "). The Customer will provide Digital EMS with an outlined requirement of such Custom
Programming requirements, and will be responsible for obtaining the necessary Non- Disclosure-
Agreements ( "NDA ") for any third party vendor that the Customer wishes to have the System integrate
with. Digital EMS will, at the request of the Customer, provide the Customer with the estimated Custom
Programming quote after Digital EMS has assessed the necessary Custom Programming time required to
complete such requirements. Digital EMS will not begin work on the said Custom Programming until the
Customer has agreed to enter into a Software Development Agreement ( "SDA ") with Digital EMS. Digital
EMS will charge the customer at the standard rate as defined below. The SDA is not included within this
Agreement, and is a separate Agreement that the Customer will enter into with Digital EMS should the
Customer request Custom Programming to be done by Digital EMS.
4.3.1. Developer's Services. Digital EMS shall provide to Customer professional services in the area of
software development, human user interface design, graphic design, web page design, application
design and development, mobile device application design or development, project management,
testing & QA, research or any other consulting, development, management, software or graphic
services.
4.3.1.1. HOURLY RATE. In consideration of the Services to be performed by Developer under this
Agreement, Client will pay Developer for time spent on Services, at the following rates:
$100 per hour Web Development, $125 per hour Mobile Development
S. DATA CENTER SERVICES
5.1.
System Maintenance. Digital EMS will provide software upgrades and system enhancements when Digital
EMS determines the upgrades are essential for the Customer. Digital EMS will coordinate the installation of
software upgrades and system enhancements for Customer at no charge to the Customer. Should Digital
EMS decide that upgrades or enhancements to the System are needed, Digital EMS will notify the customer
one week in advance if the said upgrade or enhancement will cause an interruption to any part of the
System. If the said upgrade or enhancement is to be made to the Front -End, explicit instructi
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to the Customer on how to do the said upgrade or enhancement as to minimize impact to the Customer's
business activity.
5.2. System Access Level. Digital EMS is not responsible for loss of access to the Data Center for reasons that
are beyond Digital EMS's reasonable control. With the exception for loss of access that is beyond Digital
EMS's reasonable control, Digital EMS shall maintain a level of access to the Data Center (excluding periods
of scheduled or emergency maintenance) of 99.8% Access Availability ( "Access Availability"), 24 hours a
day, 7 days a week, including holidays. System Access Unavailable ( "System Access Unavailable ") is defined
as the reported unscheduled inability of users of the Customer to access the Data Center and verification
that the problem is within the Data Center.
6. TERM AND TERMINIATION
6.1. Term Initiation. This agreement takes effect on the latest signature date below and continues through the
conclusion of the Subscription Term or any subsequent renewed Subscription Terms. The Subscription
Term (the "Term ") begins on the System Activation Date and ends at the conclusion of the period set forth
in Schedule P or any subsequent renewed Subscription Terms. Subscription Fees commence on the System
Activation Date and continue throughout the Term of this Agreement. Upon acceptance of this Agreement,
Digital EMS will provide Customer with the appropriate login credentials to use the Licensed Software via
Digital EMS's Data Center and the Internet.
6.2. Term Renewal. This agreement may be renewed upon such terms and for such period set forth in a new
Schedule P (the "Renewal Schedule P ") provided by Digital EMS and executed by Customer within thirty
(30) days before the end of the then current Term. If Customer does not execute the Renewal Schedule P,
this agreement shall automatically terminate upon expiration of the then current Term. When the
conclusion of the period as set forth in Schedule P is nearing ninety (90) days from the Term conclusion,
Digital EMS will issue a Renewal Schedule P to the Customer.
6.3. Termination. Either party may terminate the Agreement upon the other party's material breach of this
Agreement, if within 30 days of receipt of written notification of breach (10 days in the case of non-
payment), the breaching party has failed to cure its breach. Digital EMS may terminate Customer's access to
the System immediately upon Termination of the Agreement. In the event of early Termination due to
material breach by the Customer, Customer shall be responsible for Early Termination Fee per Section 6.4
of this Agreement. In the event of early Termination due to material breach by Digital EMS, Customer shall
not be responsible for Early Termination Fee as set forth in Section 6.4. Notwithstanding anything in this
Section 6 or in this Agreement to the contrary, Customer may terminate this Agreement and Customer
obligations hereunder during the initial Term or any subsequent renewal Term, without cause, for any
reason, or for no reason, and in Customer's sole and absolute discretion by payment to Digital EMS of the
Early Termination Fee as set forth in Section 6.4. Digital EMS acknowledges and agrees that payment of
such Early Termination Fee shall be Digital EMS's sole remedy therefore. Customer must notify Digital EMS
of its intention for early Termination by written notification at least 90 days before the desired Termination
date. Early Termination must occur on a monthly anniversary of the then current Term.
6.4. Early Termination Fee. Upon early Termination for breach by Customer or for such other early
Termination as described in Section 6.3 of this Agreement, Digital EMS reserves the right to charge the
Customer a pro -rated termination fee based on the percentage of the current Term utilized. The percentage
will be applied to the average storage (incidents uploaded on Back -End) for the months in the current
Term, and multiplied towards the remaining months remaining. The Termination Fee will be applied, as it
was in Schedule P before any applied discount, for the current Term. Digital EMS acknowledges and agrees
the early Termination Fee will be Digital EMS's sole remedy therefore.
Example: Current Term Length: 12 months
Desired Early Termination Date: end of month 9
Percentage of Term Utilized: 75%
Remaining months in current Term (RM): 3
Pro -Rated Termination Percentage (PRP): 25%
Average storage (incidents uploaded) per month (AI): 250
Price per incident (uploaded to Back -End) as per Schedule P (PPU): $5.00
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Using the previous example, a Customer would calculate their Early Termination Fee based on the following
formula:
(((Al * RM) PRP) PPU) = Early Termination Fee
7. PROPRIERTY RIGHTS OF DIGITAL EMS IN THE LICENSED SOFTWARE
7.1. Nature of Rights and Title. Customer acknowledges that the System and System documentation manuals
and other proprietary information, materials supplied by Digital EMS to Customer are and shall remain the
property of Digital EMS and nothing in this Agreement shall be construed as transferring any aspect of such
Customer or any third party. Any changes, additions, and enhancements in the form of a new or partial
programs or documentation as may be provided under this Agreement shall remain the proprietary
property of Digital EMS. Customer agrees with Digital EMS that the System documentation and all other
proprietary information or data supplied by Digital EMS are trade secrets of Digital EMS, are protected by
criminal and civil law, and by the law of copyright, are valuable to Digital EMS, and that their use and
disclosure must be carefully and continuously controlled. Customer shall keep each and every item to which
Digital EMS retains title free and clear of all claims, liens, and encumbrances except those of Digital EMS and
any act of Customer, voluntary or involuntary, purporting to create a claim, lien or encumbrance on such an
item shall be void.
7.2. Unauthorized Acts. Customer agrees to notify Digital EMS promptly of the unauthorized possession, use,
or knowledge of any item supplied under this license and of other information made available to Customer
under this Agreement, by any person or organization not authorized by this Agreement to have such
possession, use, or knowledge. Customer will promptly furnish full details of such possession, use or
knowledge to Digital EMS, will assist in preventing the continuation or recurrence of such possession, use
or knowledge, and will cooperate with Digital EMS in any litigation against third partied deemed necessary
by Digital EMS to protect its propriety rights. Customer's compliance with this subparagraph shall not be
construed in any way as waiver to Digital EMS's right, if any, to recover damages or obtain other relief
against Customer for its negligent or intentional harm to Digital EMS's proprietary rights, or for breach of
contractual rights.
7.3. Remedies. If Customer attempts to use, copy, license, sub - license or otherwise transfer the Licensed
Software or access to the System supplied by Digital EMS under this Agreement, in a manner contrary to the
terms of this Agreement or in competition with Digital EMS or in derogation of Digital EMS's proprietary
rights, whether these rights are explicitly stated, determined by law, or otherwise, Digital EMS shall have
the right to injunctive relief enjoining such action, in addition to any other remedies available. Customer
acknowledges that other remedies are inadequate.
7.4. Infringement Indemnification. Digital EMS shall indemnify, defend and hold harmless Customer from and
against any and all lost, cost, damage, or liability, including reasonable attorneys' fees and expenses, arising
out of or relating to any claim or cause of action for patent, copyright, and /or other intellectual property
infringement. ( "Infringement Claim ") asserted against Customer by virtue of the System, Software or
Documentation or Customer's use of possession of the System, Software or Documentation pursuant to this
agreement. Digital EMS shall defend and settle at its sole expense all suits and proceedings arising out of the
foregoing, providing that Customer gives Digital EMS prompt written notice of any such Infringement Claim
of which it learns. In all events, Customer shall have the right to participate at its own expense in the
defense of any such suit or proceeding through counsel of its own choosing. In the event any Infringement
Claim is asserted by a third party with respect to the System or Customer's use thereof, then and in that
event, Customer may terminate its use of the System and /or this Agreement without payment of any Early
Termination Fee.
8. LIMITED WARRANTY
8.1. Software. For duration of this Agreement (the "Warranty Period "), Digital EMS will check
and deliver any amendments or alterations to the License Software that may be required to
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which significantly effect performance. This warranty is contingent upon the Customer advising Digital EMS
in writing of such errors. Digital EMS shall not be responsible for maintaining Customer - modified portions
of the License Software. Corrections for difficulties or defects traceable to Customer errors or System
changes will be billed at the standard Digital EMS time and materials rates.
THE LIMITED WARRANTY SET FORTH IN THE AGREEMENT IS THE ONLY WARRANTY MADE BY
DIGITAL EMS. DIGITAL EMS EXPRESSLY DISCLAIMS, AND CUSTOMER HERBY EXPRESSLY WAIVES,
ALL OTHER WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE. DIGITAL EMS DOES NOT WARRANT THAT
THE LICENSED SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF
THE LICENSED SOFTWARE WILL BE UNINTERUPTED OR ERROR -FREE, OR THAT, EXCEPT AS
REQUIRED HEREIN TO ADDRESS ERRORS THAT SIGNIFICANTLY EFFECT PERFORMANCE, ERRORS IN
THE LICENSE SOFTWARE WILL BE CORRECTED. DIGITAL EMS' LIMITED WARRANTY IS IN LIEU OF
ALL LIABILITIES OR OBLIGATIONS OF DIGITAL EMS FOR THE DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THE INSTALLATION, USE OR PERFORMANCE OF THE SYSTEM.
9. DATA
9.1. Use. Customer grants Digital EMS a perpetual, royalty-free license to compile, analyze, use and distribute
de- identified aggregated data derived from information and data obtained through the Customer's use of
the System during the Term. Digital EMS represents and warrants that it will only employ methods to de-
identify the data that do not involve actual disclosure or Protected Health Information to Digital EMS.
9.2. Backups. Customer's full data will be backed up on a daily basis with a fourteen (14) day retention of said
backup. Digital EMS will maintain the copy of the full backup for a period of fourteen (14) days at which
time it will be deleted to ensure space for the following fourteen (14) days of backup data. Customer's
backup(s) will be maintained on a rolling basis and Digital EMS will not be responsible for archiving more
than the most recent fourteen (14) days of full backup data. Digital EMS will take commercially reasonable
steps to maintain data integrity of any backup, but Digital EMS is not responsible for loss of data or data
integrity so long as Digital EMS has performed the backup in a commercially reasonable manner.
10. BUSINESS ASSOCIATE AGREEMENT
This business associate Agreement ( "Agreement "), effective as of Activation Date, is entered into by and between
Digital EMS ( "Business Associate') and Customer (the "Covered Entity").
10.1. DEFINITIONS
10.1.1. Business Associate. "Business Associate" shall mean Digital EMS.
10.1.2. Covered Entity. "Covered Entity" shall mean Customer.
10.1.3. Individual. "Individual" shall have the same meaning as the term "individual" in 45 CFR E 160.103
and shall include a person who qualifies as a personal representative in accordance with 45 CFR ❑
164.502(g).
10.1.4. Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable
Health Information at 45 CFR Part 160 and Part 164, Subparts A and E.
10.1.5. Protected Health Information. "Protected Health Information" shall have the same meaning as the
term "protected health information" in 45 CFR 1 160.103, limited to the information created or
received by Business Associate from or on behalf of Covered Entity.
10.1.6. Required By Law. "Required By Law" shall have the same meaning as the term "required by law" in
45 CFR ❑ 164.103.
10.1.7. Secretary. "Secretary" shall mean the Secretary of the Department of Health and Human Services or
his designee.
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10.2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
10.2.1. Business Associate agrees to not use or disclose Protected Health Information other than as
permitted or required by the Agreement or as Required By Law.
10.2.2. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the
Protected Health Information other than as provided for by this Agreement.
10.2.3. 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 Agreement.
10.2.4. Business Associate agrees to report to Covered Entity any use or disclosure of the Protected Health
Information not provided for by this Agreement of which it becomes aware.
10.2.5. Business Associate agrees to ensure 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 Covered Entity agrees to the same restrictions and conditions that apply through this Agreement
to Business Associate with respect to such information.
10.2.6. Business Associate agrees to make internal practices, books, and records, including policies and
procedures and Protected Health Information, relating to the use and disclosure of Protected Health
Information received from, or created or received by Business Associate on behalf of, Covered Entity
available, or to the Secretary, in a time and manner of sixty (60) days or designated by the Secretary,
for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule.
10.2.7. Business Associate agrees to document such disclosures of Protected Health Information 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 ❑ 164.528.
10.2.8. Business Associate agrees to provide to Covered Entity or an Individual, in time and manner of sixty
(60) days, information collected in accordance with Section 10.2.7 of this Agreement, to permit
Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected
Health Information in accordance with 45 CFR 11164.528.
10.3. SPECIFIC USE AND DISCLOSURE PROVISIONS
10.3.1. Except as otherwise limited in this Agreement, Business Associate may use Protected Health
Information for the proper management and administration of the Business Associate or to carry
out the legal responsibilities of the Business Associate.
10.3.2. Except as otherwise limited in this Agreement, Business Associate may disclose Protected Health
Information for the proper management and administration of the Business Associate, provided that
disclosures are Required By Law, or 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 for the purpose for which it was disclosed to the person, and
the person notifies the Business Associate of any instances of which it is aware in which the
confidentiality of the information has been breached.
10.3.3. Except as otherwise limited in this Agreement, Business Associate may use Protected Health
Information to provide Data Aggregation services to Covered Entity as permitted by 45 CFR ❑
164.504(e) (2) (i) (B).
10.3.4. Business Associate may use Protected Health Information to report violations of law to appropriate
Federal and State authorities, consistent with C 164.5020)(1).
10.4. OBLIGATIONS OF COVERED ENTITY
10.4.1. Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices
of Covered Entity in accordance with 45 CFR ❑ 164.520, to the extent that such limitation(s) may
affect Business Associate's use or disclosure of Protected Health Information.
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10.4.2. Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by
Individual to use or disclose Protected Health Information, to the extent that such changes may
affect Business Associate's use or disclosure of Protected Health Information.
10.4.3. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of Protected
Health Information that Covered Entity has agreed to in accordance with 45 CFR ❑ 164.522, to the
extent that such restriction may affect Business Associate's use or disclosure of Protected Health
Information.
10.5. PERMISSIBLE REQUESTS BY COVERED ENTITY
Covered Entity shall not request Business Associate to use or disclose Protected Health Information in
any manner that would not be permissible under the Privacy Rule if done by Covered Entity. An
exception is if the Business Associate will use or disclose protected health information for, data
aggregation or management and administrative activities of Business Associate.
10.6. TERM AND TERMINATION
10.6.1. Term. The Term of this Agreement shall be effective as of Activation Date, and shall terminate
when all of the Protected Health Information 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 Protected Health Information, protections
are extended to such information, in accordance with the termination provisions in this Section.
10.6.2. Termination for Cause. Upon Covered Entity's knowledge of a material breach by Business
Associate, Covered Entity shall either:
10.6.2.1. Provide an opportunity for Business Associate to cure the breach or end the violation and
terminate this Agreement if Business Associate does not cure the breach or end the violation
within the time specified by Covered Entity;
10.6.2.2. Immediately terminate this Agreement if Business Associate has breached a material term of
this Agreement and cure is not possible; or
10.6.2.3. If neither termination nor cure are feasible, Covered Entity shall report the violation to the
Secretary.
10.6.3. Effect of Termination
10.6.3.1. Except as provided in paragraph 10.6.3.2 of this section, upon termination of this Agreement,
for any reason, Business Associate shall return or destroy all Protected Health Information
received from Covered Entity, or created or received by Business Associate on behalf of
Covered Entity. This provision shall apply to Protected Health Information that is in the
possession of subcontractors or agents of Business Associate. Business Associate shall retain
no copies of the Protected Health Information.
10.6.3.2. In the event that Business Associate determines that returning or destroying the Protected
Health Information is infeasible, Business Associate shall provide to Covered Entity
notification of the conditions that make return or destruction infeasible. Upon sixty (60)
days that return or destruction of Protected Health Information is infeasible, Business
Associate shall extend the protections of this Agreement to such Protected Health
Information and limit further uses and disclosures of such Protected Health Information to
those purposes that make the return or destruction infeasible, for so long as Business
Associate maintains such Protected Health Information.
10.7. MISCELLANEOUS
10.7.1. Regulatory References. A reference in this Agreement to a section in the Privacy Rule means the
section as in effect or as amended.
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10.7.2. Amendment_ The Parties agree to take such action as is necessary to amend this Agreement from
time to time as is necessary for Covered Entity to comply with the requirements of the Privacy Rule
and the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104 -191.
10.7.3. Survival. The respective rights and obligations of Business Associate under Section 10.6.3 of this
Agreement shall survive the termination of this Agreement.
10.7.4. Interpretation. Any ambiguity in this Agreement shall be resolved to permit Covered Entity to
comply with the Privacy Rule.
11. GENERAL
Section 11 sometimes refers to Digital EMS and Customer as each a "Party" and collectively the "Parties ".
11.1. Amendment. This Agreement can only be modified by a written agreement duly signed by persons
authorized to sign agreements on behalf of Customer and of Digital EMS, and variance from the terms and
conditions of this Agreement in any order or other written notification from the Customer will be of no
effect.
11.2. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way
be affected or imparted thereby.
11.3. Applicable Law. This Agreement shall, in all respects, be interpreted, construed, and governed by and
under the domestic laws of the State of California. Any judicial or arbitral proceedings brought to
interpret or enforce this Agreement shall be brought in the County of Los Angeles, State of California.
11.4. Entirety of Agreement. Digital EMS and Customer hereto acknowledge and agree that this instrument
and other instruments specifically referred to herein, if any, constitute and contain the entire Agreement
and understanding concerning the subject matter between Digital EMS and Customer and supersede and
replace all prior negotiations and proposed agreements, whether written or oral. Each of the parties
warrants that no other party or any agent or attorney of any other party has made any promise,
representations, or warranty whatsoever not contained herein to induce it to execute the Agreement and
the other documents referred to herein, if any. Each of the Parties represents that they have not executed
this Agreement in reliance on any promise, representation, or warranty whatsoever not contained herein,
to induce them to execute this Agreement and the other documents referred to herein, if any. Each of the
Parties represents that he has not executed this Agreement or the other documents, if any, in reliance on
any promise, representation, or warranty not contained herein.
11.5. Headings. The various headings used in this Agreement are inserted for convenience only, and do not
vary the meaning of the Agreement.
11.6. This Agreement may be executed in counterparts, and any signature evidenced by facsimile or scanned
and emailed shall have the same validity as an original ink signature.
Subscription Agreement
Page 9 of 10 City of Arcadij4wqgate
Fire Department 'aaaji
IN WITNESS HEREOF, Digital EMS and Customer execute this Agreement by their signatures on
the dates listed herein below.
Customer Name:
Signature:
Printed Name:
Printed Title
Date:
Address:
City
State / Zip:
Customer
Citv of Arcadia
� Signature:
Dominic Lazzaretto Printed Name:
City Manager Printed Title
240 W. Huntington Drive
Arcadia.
CA. 91007
APPROVED AS TO FORM:
r
Stephen P. Deitsch
City Attorney
I Page 10 of 10
Date:
Digital EMS
AGO
Digital EMS Solutions Inc.
145 Cottonwood Cove Drive
Diamond Bar, CA 91765
Subscription Agreement
City of Arcadialate
Fire Department Aj
Digital(E N
- Schedule P -
Prepared For: City of Arcadia Fire Department
Proposal Valid: October 8, 2013 to December 31, 2013
Proposal Term: Three (3) Years
YEAR ONE FEES
M
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Fee
Term
Qty
Fee
Faxing (Optional)
Standard
Discount
Projected
$353.80
Description
Fee
Fee
PPU Uploads
Fee
Price per incident uploaded (PPU)
$5.00 per
$3.00 per
3,538
$10,614.00
PPU
PPU
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Note: 1. Discount is provided for agencies choosing the annual fee option.
2. Price per incident uploaded, (PPU) are ePCRs that have been uploaded to the Back -End System for storage
3. PPU for Year -One is estimated from the department's EMS medical incidents of the previous fiscal year.
4. Discount annual fee option for Year Two @ $3.25 per PPU and for Year Three @ $3.75 per PPU.
See Subscription Agreement for terms of contract
SYSTEM SET -UP FEES
1A1.1.1V411U11
Description
Fee
Term
Qty
Fee
Faxing (Optional)
$0.10 per PPU
Yearly
3,538
$353.80
SYSTEM SET -UP FEES
1A1.1.1V411U11
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Description
Fee
Discount
Qty
Fee
Medic ClipBoard System Activation
0
0
1
$0
Billing
Included
_. _
1
en
interlace
r cub
Description
Fee
Term
Qty
Fee
CAD / RMS
$3,000.00
3 Year
1
$3,000.00
Billing
Included
3 Year
1
$0
DHS Reporting
Included
3 Year
1
$0
17......
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Note: The cost of any CAD /RMS system changes effecting integration with the Medic Clipboard are the responsibility of
the client
1
aining rues
Description
Fee
Term
�$700.00
Onsite Training
$700.00
Four Sessions
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Note: Digital EMS provides four training sessions consisting of three drills for Train -The- Trainer platoon -based personnel
and an administrative training session for managers and nurse educators. Training can be up to three hours for each
session.
Page l of 2
Schedule P
City of Arcadia
Fire Department
DigitaJr11 S
- Schedule P -
Prepared For: City of Arcadia Fire Department
Proposal Valid: October 8, 2013 to December 31, 2013
Proposal Term: Three (3) Years
Proposed System Costs and System Dates
YEAR ONE FEES
Medic ClipBoard Subscription Fees $10,614.00
SYSTEM SET -UP FEES $0
Activation /Implementation Fees
Interface Fees $ 00.00
$700.00
Training Fees $7
$14,314.00
Total
Faxing Option 53.8
Grand Total $14,667.80
System Dates
Activation Date (TBD By Customer)
Estimated Go -Live Date (TBD By Customer)
Schedule P is a component of the Subscription Agreement. All fees are due upon acceptance of this
Agreement and must be paid in full five (5) days before the Activation Date. The undersigned agrees
to the terms identified in the Schedule P Activation /Implementation agreement.
City of Arcadia Department
Authorized Customer Signature / Date
Dominic Lazzaretto, Citv Manager
Printed Name / Title
Page 2 of 2
Digital EMS Solutions Inc.
Authorized Digital EMS Solutions Inc. Signature / Date
/ 11 a 61i i/dl_ez (`EU_
Printed Name / Title
Schedule P
City of Arcadia
Fire Department