county of santa cruzsccounty01.co.santa-cruz.ca.us/bds/govstream2/...dec 13, 2011 · county of...

0221

County of Santa CruzHEALTH SERVICES AGENCY

POST OFFICE BOX 962,1080 EMELINE AVE., SANTA CRUZ, CA 95061-0962TELEPHONE: (831) 454-4000 FAX: (831) 454-4770 TOO: (831) 454-4123

HEALTH SERVICES AGENCYADMINISTRATION

AGENDA: December 13,2011

November 30,2011

BOARD OF SUPERVISORSCounty of Santa Cruz701 Ocean Street, Fifth FloorSanta Cruz, CA 95060

SUBJECT: EMERGENCY MEDICAL SERVICES PATIENT CARE RECORD SYSTEM

Dear Members of the Board:

The Health Services Agency (HSA) requests your Board's approval of an agreement withImageTrend, Inc. to provide an electronic patient care record reporting system for theEmergency Medical Services (EMS) Program. HSA will be completing this project in two steps.The approval of the software contract will be followed by a purchase of hardware appropriate foruse by field medics. HSA will return to your Board in January for approval of this part of theproject once a vendor has been identified.

All patient contacts by emergency medical services providers in Santa Cruz County are carefullydocumented using a patient care record system to ensure that patient care is appropriate. Thisdocumentation ultimately becomes part of the patient's medical record at the hospitalemergency department should the patient require transportation by ambulance. The patient carerecord system also produces data that is used to evaluate the effectiveness of interventions,time on task by medics and to verify decisions by dispatchers, ultimately leading toimprovements in patient care. The current system used by EMS is more than 10 years old, nolonger compatible with current hardware and softare, and is experiencing a number of failuresthat limit its utility.

In August 2010, the County of Ventura (Ventura) developed a Request for Proposal (RFP) foran electronic patient care record system. Ventura selected ImageTrend, Inc. through acompetitive bidding process as their highest qualified scorer. Ventura's RFP and supportingdocumentation are on fie with the Clerk of the Board. ImageTrend, Inc. is willing to extendVentura's contract terms to our County. The term of the attached agreement is from December13, 2011 to December 12, 2014, with an option for three two-year extensions. The cost of theagreement for the first year is $136,440 for software licenses, installation, implementation andtraining. Subsequent years will cost $30,440 per year. A software escrow agreement is includedin the primary agreement to protect HSA's rights to the software code in the event thatImageTrend, Inc. dissolves as a company.

87

Emergency Medical Services Patient Care Record SystemAgenda: December 13, 2011 of 2

0222

HSA proposes to procure ImageTrend, Inc.'s services without utilizing a competitive process asauthorized in the County of Santa Cruz Purchasing Manual "Exceptions to the CompetitiveProcess" Section 2.4(m)(3). This section excepts certain purchases from the competitiveselection process when the following conditions exist: 1) the private supplier has a currentcontract with another public agency; 2) the contract was let through a competitive pricingprocess such as an RFP, a competitive pricing process; 3) items to be purchased by County ofSanta Cruz are comparable to those obtained through the other governmental contract; and, 4)the item price obtained by Santa Cruz County is no greater than that specified in such othergovernmental contract. All the conditions for competitive process exception are met in thissituation. County Counsel and the Information and General Services Departments have beenconsulted and concur with this approach.

Hardware costs to support the new system are estimated to be $125,000 and a vendor has notyet been selected. HSA continues to research vendor and equipment options and will return tothe Board for purchase of the hardware in January.

Funds for this project are available from the Ambulance Excess Revenue Trust Fund. Countygeneral funds will not be used for this purpose. Grant funds were not available for this project.

It is, therefore, RECOMMENDED that your Board:

1. Approve the attached agreement with ImageTrend, Inc., Contract 3933, in theamount of $197,320, for the electronic patient care record reporting system andauthorize the Health Services Director to sign the agreement and any relateddocuments; and

2. Adopt the attached resolution accepting and appropriating $136,440 of unanticipated

Ambulance Excess Revenue Trust Fund revenue into the Health Services Agencybudget.

Sincerely,

rí~~~Rama K. Khalsa, Ph.D.Health Services Agency Director

/ . )-')'L:~¿'" . ~.

Nancy Gordon \General Services Di ector

RECOMMENDED:

Susan A. MaurielloCounty Administrative Officer

Attachments: AUD 60, ADM-29, contract

81

COUNTY OF SANTA CRUZREQUEST FOR APPROVAL OF AGREEMENT

0223

TO. Board of SupervisorsCounty Administrative OfficeAuditor Controller

FROM: Health Seiyices Agency (Department)

æ0;r~ 2 (Signature) 12.~/-l((Date)Signature certifies that appropriations/revenues are available

BY

AGREEMENT TYPE (Check One) Expenditure Agreement ~ Revenue Agreement 0

The Board of Supervisors is hereby requested to approve the attached agreement and authorize the execution of same.

1. Said agreement is between the Health Services Agency - Public Health/EMS

and Image Trend, Inc., 20855 Kensington Blvd., Lakeville, MN 55044

(Department/Agency)

(Name/Address)

2. The agreement will provide EMS electronic patient care record system

3. Period of the agreement is from December 13, 2011

4. Anticipated Cost Is $ 197,320

Remarks: Auditor, please encumber $136,440 FY 11/12

to December 12,2014

o Fixed 0 Monthly Rate 0 Annual Rate ~ Not to Exceed

5. Detail: 0 On Continuing Agreements List for FY _-_ Page CC-o Section II No Board letter required, will be listed under Item 8~ Section III Board letter required

o Section IV Revenue Agreement

6. Appropriations/Revenues are available and are budgeted in 362010

Contract, No: OR ~ 1 st Time Agreement

(Index) 8405 (Sub object)

NOTE: IF APPROPRIATIONS ARE INSUFFICIENT, ATIACHED COMPLETED AUD-74 OR AUD-60

APProP~i~tion~have been EH13933-01

encumbered.Date: \'L-\ - L \

Proposal and accounting detail reviewed and approved. It is commended that the Board of Supervisors approve the agreement and authorize

wd

Health Services Agency Director (Dept/Agency Head) to execute on behalf of the

By:Date:

(Department/Agency)

Distribution:Board of Supervisors - WhiteAuditor Controller - CanaryAuditor-Controller - PinkDepartment - Gold

State of CaliforniaCounty of Santa CruzI ex-officio Clerk of the Board of Supervisors of the County of Santa Cruz,

State of California, do hereby certify that the foregoing request for approval of agreement was ap-proved by said Board of Supervisors as recommended by the County Administrative Office by anorder duly entered in the minutes of said Board on 20

ADM - 29 (8/01)Title I, Section 300 Proc Man By: Deputy Clerk

AUDITOR-CONTROLLER USE ONLY

CODocument No.

$

JE Amount Lines HITL Keyed By Date

TC110Auditor Description

$Amount Index

/Sub object

1

User ço~,.~

87-

BEFORE THE BOARD OF SUPERVISORSOF THE COUNTY OF SANTA CRUZ, STATE OF CALIFORNIA 0224

RESOLUTION NO.

On the motion of Supervisorduly seconded by Supervisorthe following resolution is adopted.

RESOLUTION ACCEPTING UNANTICIPATED REVENUE

WHEREAS, the County of Santa Cruz is a recipient of funds from excess ambulance revenue

as deposited in the Ambulance Trust Fund for the EMS program; andWHEREAS, the County is a recipient of funds in the amount of $which are either in excess of those anticipated or are not specifically setin the current fiscal year budget of the County; and

136,440

WHEREAS, pursuant to Government Code Section 29130(c)/29064(b), such fundsmay be made available for specific appropriation by a four-fifths vote ofthe Board of Supervisors;

NOW, THEREFORE, BE IT RESOLVED AND ORDERED that the Santa Cruz CountyAuditor-Controller accept funds in the amount of $ 136,440 intoDepartment Health Services

TIC001

IndexNumber

362010

RevenueSubobjectNumber

2384PER ATIACHED SCHEDULE

Account NameOther Revenue

Amount

and that such funds be and are hereby appropriated as follows:

TIC021

IndexNumber

362010

ExpenditureSubobjectNumber PRJ/UCD

8405PER ATIACHED SCHEDULE

Account Name Amount

136,440

DEPARTMENT HEAD I hereby certify that the fiscal provisions have beenresearched and that the Revenue(s) (has been) (will be) received within the:~rent tiscal year. tJ ~ Date 12 _ / _ ¡ /

Department Head

ADD-50 (Rev 5794) Page 1 of 2

l 87

COUNTY ADMINISTRATIVE OFFICER /

0225

/ Recommended to Board

/ / Not recommended to Board

PASSED AND ADOPTED by the Board of Supervisors of the County of Santa Cruz, State of

California, this day of , 20 by the following vote(requires four-fifts vote for approval):

AYES: SUPERVISORSNOES: SUPERVISORSABSENT: SUPERVISORS

ATTEST:

Clerk of the Board

Distribution:Auditor-ControllerCounty Counsel

County Administrative OfficerOriginating Departent

Aud60 (Rev 08/09)

Chair of the Board

Approved as to Accounting Detail

.~1i;øv IAuditor-Controller

~

Page 2 of2

817_

HEALTH SERVICES AGENCY FISCAL YEAR 2011/12 0226AUD-60 ATTACHMENT

ESTIMATED REVENUES:

RevenueIndex Subobject

TIC Number Number Account Name Amount001 362010 2384 OTHER REVENUE 136,440

Total $ 136,440

APPROPRIATIONS:

ExpenditureIndex Subobject

TIC Number Number PRJ/UCD Account Name Amount021 362010 8405 FIXED ASSETS OTHER 136,440

Total $ 136,440

87

Contract No.

.....~

~z:;oo

The COUNTY OF SANTA CRUZ through theHEALTH SERVICES AGENCY- Emergency Medical Services1080 Emelìn~ Avenue, P.O. Box 962, Santa Cruz, CA 95061-0962

0227

Hereinafter called COUNTY and:

Name: ImageTrend, Inc.Address: 20855 Kensington Blvd.

Lakeville, MN 55044

0:o

~i-zouHereinafter called CONTRACTOR for: Electronic Patient Care Record System Software

WHEREAS CONTRACTOR possesses certain skills, experience, education and competency to perform thespecial services and, COUNTY desires to engage CONTRACTOR for such special services upon the termsprovided; and

WHEREAS pursuant to the provisions of California Government Code, Section 31000 the BOARD OFSUPERVISORS of COUNTY is authorized to enter into an agreement for such services.

NOW, THEREFORE, the parties here to do mutually agree as set forth in

t/I-M:i)(UJ

EXHIBITA

TITLE

Scope of Services

Budget, Fiscal and Payment Provisions

Standard County I Agency Provisions

Standard (Division) Provisions

Mental Health Medi-Cal, Medicare Requirements

Medi-Cal Administrative Activities

CHECK BOX IF ATTACHEO

rg

ooooooo X Revisions

Said exhibits attached hereto are incorporated into this Agreement by this reference.

B

C

o

E

F

H HIPANBusiness Services

IN WITNESS THEREOF, COUNTY AND CONTRACTOR have executed this Agreement to be effective:

t/UJ0:=il-ceZC)ëñ

December13i2011 throughBoard Execution Date

Decemberlt2014

COUNTY

HEALTH SERVICES AGENCY

Suffix:ol-t/cecUJ::~D-D-ce

3620103665

Index:Subobject:User Code:

Amount: $197,320

Risk ManTotal Contract Amount: $197,320

Health Services AgencyContractor 8.

i- Clerk of the Board

~ Auditor-Controller

..

Contractor: ImageTrend, Inc.0228

COUNTY OF SANTA CRUZ

EXHIBIT A - Scope of Services

Scope of Services

CONTRACTOR agrees to exercise special skill to accomplish the following result(s) incoordination with COUNTY Emergency Medical Services staff: provide data andsoftware services for COUNTY'S electronic patient care record system under the detailsand compensation terms of Exhibit A-1 - ImageTrend Electronic Patient Care RecordSystem Agreement, which by this reference is made part of this agreement.

S 1Xhibit A, 2011-12

1 of 1

Santa Cruz County EMS Agency Contract #1818ImageTrend Electronic Patient Care Record System Agreement 0229

Santa Cruz CountyEXHIBIT A-1

Santa Cruz County EMS AgencySystem Purchase Contract #1818

Agreement

. ,87

iI

Santa Cruz County EMS Agency Contract #1818ImageTrend Electronic Patient Care Record System Agreement

0230

Table of Contents

1. SCOPE OF WORK..... .... ...... ..... ...... .... ...... .......... ..... ....... ................ ....... .............. .... ...... 3

2. DEFINITIONS.................................................................................................................3

3. COMPENSATION ..........................................................................................................5

4. DELIVERY SCHEDULE.................................................................................................6

5. ACCEPTANCE .............................................................................................................. 7

6. TERM AND TERMINATION...........................................................................................8

7. GRANT LICENSE ..........................................................................................................9

8. PROPRIETARY RIGHTS .............................................................................................10

9. WARRANTIES .............................................................................................................11

10. OTHER AGREEMENTS...............................................................................................13

11. PROFESSIONAL SERVICES ......................................................................................14

12. EQUIPMENT ................................................................................................................14

13. TRAINING....................................................................................................................14

14. SUPPORT....................................................................................................................14

15. TRANSITION ASSISTANCE/SOURCE CODE ............................................................15

16. CONFIDENTIAL INFORMATION.................................................................................17

17. DATA SECURITY ........................................................................................................19

18. PATENT AND COPYRIGHT PROTECTION ................................................................20

19. FORCE MAJEURE ......................................................................................................21

20. EXCLUSION OF DAMAGES AND REMEDIES ...........................................................21

21. INDEMNIFICATION .....................................................................................................21

22. INSURANCE PROVISIONS .........................................................................................22

23. RELATIONSHIP OF THE PARTIES ............................................................................23

24. TAXES .................................... ........ ......................... ............. ........... ...... ......... .... ... ...... 24

91 Page 1 of 28

Santa Cruz County EMS Agency Contract #1818 0231ImageTrend Electronic Patient Care Record System Agreement

25. EQUAL OPPORTUNITY EMPLOYER .........................................................................25

26. COOPERATION WITH OTHER CONTRACTORS.......................................................25

27. AMENDMENT ..............................................................................................................25

28. SUBSTITUTION...........................................................................................................25

29. ASSIGNMENT .............................................................................................................26

30. CONTRACT MONITORING .........................................................................................26

31. INVESTIGATION AND RESEARCH ............................................................................26

32. NOTICES .....................................................................................................................26

33. CONFLICT OF INTEREST ...........................................................................................26

34. GOVERNING LAW ......................................................................................................27

35. SEVERABILITY OF CONTRACT.................................................................................27

36. CUMULATIVE REMEDIES ...........................................................................................27

37. COMPLIANCE WITH LAWS........................................................................................27

38. USE OF COUNTY TECHNOLOGY ..............................................................................27

39. MISCELLANEOUS ......................................................................................................27

40. EXHIBITS.....................................................................................................................28

Exhibit A - Statement of WorkExhibit B - Pricing

Exhibit C - Deliverables ScheduleExhibit D - NoneExhibit E - Santa Cruz County EMS Patient Care Record Internet Usage

PolicyExhibit F - Escrow AgreementExhibit G - Santa Cruz County EMS Agency Business PartnersExhibit H - Product and Service SupportExhibit i - Business Associate AgreementExhibit J - Additional Terms

Page 2 of 28 : l Ii'

""


AGREEMENT FOR AN ELECTRONIC PATIENT CARE REPORTING SYSTEM

This Service Agreement (hereinafter Agreement) is made by and Santa Cruz CountyEMS Agency (hereinafter County) and ImageTrend, Inc. (hereinafter ImageTrend)who together may be referred to herein as the Parties, or individually as the Party.This agreement is based upon Ventura County's Request for Proposal (RFP) processand ImageTrend, Inc.'s response. Accordingly, the Parties agree as follows:

1. SCOPE OF WORKImageTrend provides electronic patient care reporting services to businessesand municipalities which provide emergency patient care. These services areprovided on the license and document pre-hospital patient care and subsequentdefinitive medical care. ImageTrend shall supply the County an ePCR systemincluding a mobile interface in accordance with the terms and conditions of theAgreement including Exhibit A - Statement of Work (SOW), with VenturaCounty's Request for Proposal (RFP), and with ImageTrend responses to saidCounty RFP which are incorporated herein by reference.

ImageTrend will provide all services selected by County as shown in, attachedand incorporated herein. No changes to the scope of Products and Servicesincluded in the Agreement shall be made without the mutual written consent ofthe Parties.

2. DEFINITIONS

Acceptance or Accept means the processes described in the SystemAcceptance and System Acceptance Testing sections of Exhibit A.

Acceptance Test Plan (ATP) means the documents setting forth the acceptancetesting procedures and criteria with respect to the deliverables hereunder.

Authorized User(s) means the designated employees, agents and businesspartners of County who operate a workstation that is configured to access and/orutilize the capabilities and features of the Software and who will use the LicensedProduct and Services in conjunction with County's provision of service to itscustomers.

BAFO means best and final offer.

County Data means the data that County's Authorized Users upload to theWebsite.

Demonstration of Licensed Functionaliy (DOLF) means pre-delivery testingprocedures for a system, conducted as described in Exhibit A.

87 Page 3 of 28


0233

Documentation means the ImageTrend user manuals, training materials, guides,product descriptions, technical manuals, product specifications, supportingmaterials and Updates describing the Licensed Product, Services andImageTrend Content provided to

County, in printed and/or electronic form.

Equipment means the desktop, mobile, and any other devices, as approved byImageTrend, used to exchange data with the ImageTrend Website.

Go-live means the event that occurs when the County first uses a Subsystem forLive Operations. A separate Go Live may take place with respect to eachimplementation phase, Subsystem, Interface, and Modification.

Image Trend Content means ImageTrend proprietary reports, information anddata made available to County and its Authorized User(s) as part of the Services.

Interface, collectively or individually, means the interface software described inExhibit A.

Licensed Product or Product means the computer program/s in object code andother related data, including intellectual data, proprietary information and userdocumentation contained and applicable to the services and application softwaredescribed more fully in Exhibit A.

Licensed Services or Services means the operation of the application softwareand necessary operating system software and utilities on ImageTrend hostcomputer system, providing ImageTrend Content to County, storing County Dataand making the application software, ImageTrend Content and County Dataavailable to Authorized User(s) via the website and mobile interface, as morefully described in Exhibit A.

Live Operations means use of a Subsystem as the primary means of performingits functions. Use of a Subsystem in parallel with the County's existing systemfor any period where the existing system is the primary means of performing itsfunctions and the Subsystem is being run in a test environment shall not bedeemed Live Operations.

Modifications mean changes or additions to software from the standard version.

Product Requirements Document (PRO) means a document which specifieseach custom Modification or Interface that will be developed as a deliverable ofthis Agreement.

Softare means collectively or individually the computer programs providedunder this Agreement, including, without limitation, the programs for eachSubsystem.

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Santa Cruz County EMS Agency Contract #1818 0234ImageTrend Elecronic Patient Care Record System Agreement

Software Support means telephone or on-site support, Software error correction,and Software Update services provided by ImageTrend (and/or other softwarevendors) for the Software, either under warranty or under an annual ServiceLevel Agreement, as more fully described in Exhibit H - Service LevelAgreement.

Service Level Agreement (SLA) means, collectively or individually, agreementsof that name (or a similar name) for the rendering of Software Support servicesentered into between the Parties of this Agreement and renewed from time totime thereafter.

Source Code means the original mnemonic or high-level statement version ofSoftware in human-readable or compiled form.

Subsystem means each of the applications described in Exhibit A.

System Software means the third party software which includes, withoutlimitation, operating system software.

Third Party Item means all System Software, any subcontractor software and anyother items provided under this Agreement and not manufactured byImageTrend.

Update means, as applicable, any minor improvement, Software fix,maintenance item, or enhancement that ImageTrend makes generally availableto its customers as part of the annual support agreement.

Upgrade means the next generation version or new release of the Software,Documentation or ImageTrend Content that ImageTrend makes generallyavailable to its customers as part of the annual support agreement.

Website means the Internet site operated by ImageTrend to provide access tothe Licensed Product, with the Uniform Resource Locator of

(or any successor URL).

3. COMPENSATIONA. County shall pay to ImageTreiid fees for the Licensed Products, Services

and Support described in Exhibit A. County will pay said fees according tothe costs attached hereto as Exhibit B - System Pricing, according toExhibit C - Deliverables & Payment Schedule, and according to the termsof this Agreement. Unless otherwise specified or approved in writing, inadvance, by County, actual fees will not exceed the amount specified in thisAgreement.

~ Page 5 of 28


0235

B. ImageTrend is responsible for the payment of all expenses related to theProduct and Services provided.

C. Payment shall be made by the County on presentation of three copies of anitemized and detailed invoice including any appropriate supportingdocumentation reasonably requested by the County. All invoices shall bepayable within thirty (30) days.

D. If County, in good faith, disputes any portion of an ImageTrend invoice,County shall submit to ImageTrend, by the due date, full payment of theundisputed portion of the invoice, accompanied by written documentationidentifying and substantiating the disputed amount.

1. County shall have waived its right to dispute an invoice sixty (60)days following the due date.

2. Any disputed amounts determined to be payable tolmageTrend

shall be due within thirty (30) days of the resolution of the dispute.

3. No penalty or termination provision in the Agreement shall apply ifCounty withholds payment because of a good faith disputeregarding a material term or obligation under the Agreement.

4. At County's discretion, ImageTrend shall continue to perform fully,while the parties work diligently to resolve such dispute.

4. DELIVERY SCHEDULEImageTrend shall provide the Licensed Products and Services listed in Exhibit Aready for use on or before the completion dates specified in Exhibit C. Time is ofthe essence in this contract.

Within thirty (30) days after the parties execute this Agreement, ImageTrend andCounty shall complete a mutually agreed upon project plan and such project planshall be incorporated into this Agreement by reference and deemed a parthereof.

The project plan shall include, but not be limited to, a project timeline,management and staffing resources, configuration schedule and specifications,testing schedules, training schedule, and Go-live date(s). Such project plan shallfurther detail any other consulting services to be completed by ImageTrend.

ImageTrend shall deliver the Documentation and any other written materialsregarding the Licensed Product and Services and ImageTrend Content and thatImageTrend and applicable third parties supply within the same time period.

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In the event that the parties are unable to complete a mutually agreed uponproject plan within said time period, County may extend the time period tocomplete the project plan or County may terminate this Agreement and uponsuch termination, ImageTrend shall refund to County all amounts paid toImageTrend under this Agreement, less any permitted expenses incurred prior totermination.

In the event the Parties complete the project plan, failure of ImageTrend toperform its material obligations substantially in accordance with the dates setforth in the project plan shall entitle County to a refund of all amounts paid toImageTrend under this Agreement.

5. ACCEPTANCEAcceptance testing is intended to ensure that the Product and Services providedhereunder operate in substantial accord with ImageTrend technicalspecifications, are adequate to perform as warranted by ImageTrend, andevidence a satisfactory level of performance reliability, prior to their Acceptanceby County.

ImageTrend shall submit, as part of the project plan, Acceptance Test Plans(ATP) for approval by County. These ATPs will establish the timeframes andcriteria for determining the proper function of the Software and Interfacesdescribed in Exhibit A.

At Go-Live, County shall have ninety (90) days to test the Licensed Product andServices in Live Operations to ensure that they conform to Documentation and tothe warranties and descriptions in this Agreement.

If, in County's sole discretion, the Licensed Product and/or Services does notmeet the Acceptance criteria, and ImageTrend, within thirty (30) days of writtennotice of rejection from County, does not correct all deficiencies identified byCounty at no additional cost to County, County may terminate this Agreementand ImageTrend shall promptly refund to County all sums paid by County underthis Agreement. Such refund shall not bar County from pursuing other remediesavailable under the Agreement.

In the event County fails to submit a notice of rejection within the required period,or if ImageTrend makes all corrections within the applicable cure period, Countywill be deemed to have accepted the License Product and Services(Acceptance ).

Immediately upon successful completion of the acceptance tests, the Countyshall notify ImageTrend in writing of acceptance of the system and authorizepayment as listed in Exhibit C attached hereto.

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0237

6. TERM AND TERMINATIONA. Term

The term of this Agreement shall commence on the date of execution andshall be effective for a period of three (3) years, unless terminated earlierpursuant to this Agreement. Subsequent to the three (3) year initial term thisAgreement may be renewed for three (3) succeeding terms of two (2) yearseach. The Agreement shall automatically renew for the succeeding two yearterms unless one Party gives the other Party written notice, at least ninety(90) days prior to the end of the then-current term, that the Agreement willnot renew.

B. Government FundingContinuation of this Agreement is subject to the appropriation of funds forsuch purpose by the County board of supervisors. If funds for continuedpayment are not appropriated, County may terminate this project andImageTrend will relieve County of any further obligation under thisAgreement.

C. Termination for Breach or Insolvency

1. Either Party may terminate this Agreement for material failure bythe other Party to comply with the terms of this Agreement providedsuch breach is not corrected within thirty (30) days after writtennotice of the breach is received from the other Party.

2. This Agreement shall terminate immediately in the event eitherParty seeks the protection of any bankruptcy court, becomesinsolvent, or makes an assignment for the benefit of creditors.

3. In the event of an interruption due to force majeure, breach shall beinterpreted in terms of Section 19 - Force Majeure of thisAgreement.

4. Termination will be effective upon written notice of termination tothe non-performing Party.

D. Effect of Termination

Upon the expiration or termination of this Agreement, the Parties shall:

1. Immediately pay to the other all amounts due under this Agreement;

ImageTrend will refund to County a prorated amount of any use orprepaid charges for the Licensed Products and/or Services, includingtechnical support charges.

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Santa Cruz County EMS Agency Contract #1818ImageTrend Elecronic Patient Care Record System Agreement

0238

2. Immediately cease all use of the other's marks and within thirty (30)days after such expiration or termination, shall return or destroy, at theelection of the other Party, all confidential information and all othermaterial received from such other party, and remove or terminate alllinks on the Website.

3. Provide the other Party with a signed written statement certifying that ithas complied with the foregoing obligations.

4. Within thirty (30) days after the expiration of this Agreement or thetermination of this Agreement pursuant to Paragraph C above,ImageTrend will deliver to County its data, in machine readable format,on appropriate media, at County's option. If County wants the data to bedelivered in a medium other than tape or CD, ImageTrend shall do itsbest to accommodate County, provided County shall provide themedium on which the data is to be provided and shall pay for anyadditional cost incurred by ImageTrend in accommodating this request.

Notwithstanding anything to the contrary herein, each party shall have the right toterminate the Agreement, including all exhibits then in effect, at the end of theinitial term or any renewal term, by written notice at least ninety (90) days inadvance of the last day of the initial term or any renewal term thereafter.

7. GRANT LICENSEImageTrend agrees to provide the Licensed Product and Services to County andgrants to County a renewable, nonexclusive, and nontransferable (except asotherwise provided herein) license for use of the Licensed Product and Servicesby Authorized Users during the term to perform the following functions, includingbut not limited to, accessing the Website, upload of County Data to the Website,and use of the Software and ImageTrend Content in accordance with all theterms and conditions herein.

All rights granted under this Agreement will extend to County's businesspartners. For the purposes of this Agreement business partners meansagencies, both public and private, with which County's Emergency MedicalServices Agency cooperates for the common operation of the County EMSsystem. County relationships with these business partners may be regulatory,contractual, or, by mutual agreement, working for the common public good.Such business partners are identified in EXHIBIT G - Business Partners, andmay be modified from time to time upon prior written notice to ImageTrend.

91 Page 9 of 28


8. PROPRIETARY RIGHTSA. Ownership

Except as otherwise stated herein, as between County and ImageTrend, theServices (including without limitation, the Licensed Product, Software,ImageTrend Content and Updates) and Documentation are and shall remainthe sole and exclusive property of ImageTrend, including all applicablecommon law and statutory rights in confidential and trade secret material,source code, object code, trademarks, service marks, trade secrets, patents,and copyrights, or other proprietary or intellectual property rights thereto. AllModifications, enhancements, Updates, derivative works and translations ofthe Services shall be deemed a part thereof. All rights not expressly grantedto County herein are reserved to ImageTrend and County shall have noright, title, or interest in such proprietary rights.

B. County Requirements and License RestrictionsExcept as otherwise provided in this Agreement, County will:

1 . Use commercially reasonable efforts to ensure that Authorized Userscomply with all of the terms and conditions hereof.

2. Not reverse engineer, decompile, disassemble, modify, adapt, translate,or otherwise reduce the Licensed Product to human-perceivable form ormake any attempt to discover the source code of the Licensed Product.

3. Make copies of the Licensed Product as agreed to by both parties up tolimits provided within this Agreement for archival purposes only.

4. Not rent, lease, sub-license, resell for profit, transfer, and loan,distribute, network or modify the Licensed Product or ImageTrendContent or any component thereof, provided as part of the Services,except as otherwise authorized by ImageTrend.

5. Only use the Licensed Product and ImageTrend Content in the normal

course of business, in connection with, and as part of, the Services.

6. Not attempt to gain unauthorized access to the Licensed Product or

Services, other user accounts, computer systems or networksconnected to the Services.

7. Not intentionally adapt the Licensed Product, Services, related

materials, or any part thereof, to create a derivative work intended to beproprietary to County.

8. Not remove, obscure or alter ImageTrend's proprietary notices,disclaimers, trademarks, or other proprietary rights notices of any kind

Page 10 of 28 87


0240

affixed or contained in the Licensed Product, Documentation, orServices or any written or electronic report, output or result generated inconnection with the Services.

9. Use commercially reasonable efforts to not transmit any material thatmay infringe the intellectual property rights or other rights of third parties,including trademark, trade secret, patent and copyright.

10. Not use the Licensed Product or Services for any illegal, obscene,offensive or immoral purpose, or to transmit communications describedin 47 U.S.C. Section 223.

11. Employ commercially reasonable efforts to ensure that all County Datais free from viruses, worms, Trojan horses and other malicious code.

C. County Proprietary RightsExcept as otherwise stated herein, as between County and ImageTrend,County Data is and shall remain the sole and exclusive property of County,including all applicable rights to patents, copyrights, trademarks, tradesecrets or other proprietary property rights thereto. Additionally, all right, titleand interest in and to any data relating to County's business shall remain theproperty of County, whether or not supplied to ImageTrend or uploaded intothe Licensed Product.

D. Failure to abide by the terms of this Section (Section 8 - Proprietary Rights)will invalidate County's rights to obtain the Services, Updates, Support andany future enhancements offered and provided by ImageTrend.

9. WARRANTIESThe obligations contained herein apply to Licensed Products and Servicesprovided by ImageTrend, its sub-contractors or any third party involved in thecreation of the products to be delivered to County under this contract.

A. Intellectual PropertyImageTrend warrants that it is the sole owner of and/or has all the necessaryintellectual property rights in the Licensed Product, Software, ImageTrendContent, and related Documentation, to grant the license under thisAgreement; and the Licensed Product, Software, ImageTrend Content, andrelated Documentation do not infringe upon any patent, copyright, tradesecret, or other proprietary or intellectual property right of any third party.

B. Compliance with SpecificationsImageTrend warrants that the Licensed Product and Services will conform inall material respects to the specifications, functions, descriptions, standardsand criteria set forth in the Agreement, its exhibits and attachments; and the

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applicable specification and Documentation, which are all incorporatedherein by reference. Licensed Product and Services shall be compatible

with and will operate successfully when used on the Equipment inaccordance with the Documentation and all of the terms and conditionshereof.

C. ImprovementsImageTrend warrants that all post-Acceptance Updates, changes, alterationsor Modifications to the Licensed Product, Services and Documentation byImageTrend will be compatible with, and will not materially diminish thefeatures or functionality of the Licensed Product, Services, and/orImageTrend Content when used on the Equipment in accordance with theDocumentation and all of the terms and conditions hereof.

D. Compliance with Laws

ImageTrend warrants that the Licensed Product, Services, ImageTrendContent, and Documentation rendered pursuant to this Agreement are andwill be manufactured, produced, sold and rendered in conformity with allapplicable laws, ordinances, orders, directions, rules, and regulations of theFederal, state, county, and municipal governments applicable thereto, all asthey may be amended from time to time.

E. Disabling Code

ImageTrend warrants that the Licensed Product and Software does notcontain disabling code (defined as computer code designed to interfere withthe normal operation of the Service or County's hardware or software) or anyprogram routine, device or other undisclosed feature, including but notlimited to, viruses, worms, Trojan horses, or other malicious code which isspecifically designed to permit unauthorized access, delete, disable,deactivate, interfere with or otherwise harm the Licensed Product ApplicationSoftware, Service or County's hardware or software.

F. Access to Product and Passwords

Except for exclusion based upon non-payment of applicable fees,ImageTrend warrants that County will be provided commercially reasonableuninterrupted access to the Product Services, and that ImageTrend will notcancel or otherwise terminate County's access to the Product by disablingpasswords, keys or tokens that enable County's continuous use of theProduct during the term of this agreement.

G. Compatible with Equipment

ImageTrend further warrants that the Licensed Product and Services arecompatible with and will operate successfully on Equipment meetingspecifications supplied by ImageTrend in the RFP and in Exhibit A.

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H. ImageTrend Legal StatusImageTrend warrants that it is duly organized and in good standing underthe laws of the jurisdiction in which it is organized and has the authority andpower to enter into the Agreement and perform its obligations hereunder.

Additionally, ImageTrend warrants that it is not currently the subject ofvoluntary or involuntary petition in bankruptcy, does not currentlycontemplate filing any such voluntary provision, and is not aware of anyclaim for the filing of an involuntary petition.

i. Exclusion of Any Other Warranties

Except as otherwise expressly set forth in this Agreement, ImageTrendmakes no warranty, express or implied, including but not limited to, impliedwarranties of merchantability, fitness for a particular purpose and title inconnection with the Licensed Product, Service, ImageTrend Content,Documentation, or any component of any of the foregoing.

Only an authorized officer of ImageTrend may make modifications to thiswarranty or additional warranties binding on ImageTrend, and slJchmodifications or additional warranties must be in writing. Accordingly,additional statements such as those made in advertising or presentations,whether oral or written, do not constitute warranties by ImageTrend andshould not be relied upon as such.

J. Non-ConformanceIn the event that County discovers a non-conformance against any of theforegoing warranties or representations, County shall promptly informImageTrend of such fact in writing, and, upon receipt of such notice,ImageTrend shall correct the non-conformity within a reasonable period oftime not to exceed thirty (30) days without any additional charge to County.

In the event that ImageTrend cannot effect such corrections within areasonable time using best efforts, County may terminate the Agreementand obtain a pro rata refund of the annual fees paid to ImageTrendhereunder, allocable to the period after the termination of this Agreement inaccordance with this section and a pro rata refund of all other fees paidunder this Agreement. With respect to the cure period set forth in thissection, ImageTrend acknowledges that time is of the essence in anyinterruption of County's use of the Services.

10.0THER AGREEMENTSNeither the execution of this Agreement nor its performance will directly orindirectly violate or interfere with the terms of another agreement to which

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ImageTrend is a party, nor willlmageTrend enter into any agreement theexecution or performance of which would violate or interfere with this Agreement.

11. PROFESSIONAL SERVICESAll training, maintenance, and professional services provided by ImageTrend toCounty under this Agreement shall be performed in a professional andworkmanlike manner by adequately trained and experienced personnel and inaccordance with the terms of this Agreement.

12. EQUIPMENTThe Parties acknowledge that successful use of the Licensed Product andServices is dependent upon County's use of appropriate mobile computingdevices (Equipment). Unless provided otherwise in Exhibit A, County shall beresponsible for providing the Equipment at its own expense.

County is solely responsible for obtaining and providing for its own broadbandconnections and/or connections to the internet. ImageTrend makes norepresentations to County regarding the advisability of any provider or particularnetwork. County's network and internet access must meet the minimumrequirements set forth in Exhibit A.

13.TRAININGImageTrend will provide County with training on the Licensed Product andServices as described in the Project Plan, attached to and incorporated herein byreference, and in the ImageTrend response to the request for proposal (RFP).ImageTrend shall provide County-specified individuals with sufficient training withrespect to the functions, features, and operation of the Licensed Product, anddeliver to County any tools, utilities, or any other software necessary orappropriate for County to become self-reliant with respect to operation of theLicensed Product and Services.

14.SUPPORTA. On-going Support

ImageTrend shall provide County and its Authorized Users technical supportregarding the use of the Licensed Product and Services as described inExhibit H _ Support Services attached hereto and incorporated herein by

reference. Such support shall be sufficient to maintain the Licensed Productand Services in accordance with the representations and warranties set forthin this Agreement.

B. UpdatesFor the term of this Agreement, County will receive for its use all Updates ofthe Licensed Product and Services issued by ImageTrend. Use of Updateswith or in place of the Licensed Product and Services shall be fully governedby and subject to the terms of this Agreement. ImageTrend will also provide

l 87Page 14 of 28


to County, in advance of release, notification of such release and anyrevisions to the existing Documentation necessary to reflect all corrections,improvements, and new modules.

C. DocumentationImageTrend will furnish at no additional charge to County, that number ofcopies of all operating manuals, user manuals, training materials, guides,product descriptions, product specifications, technical manuals, supportingmaterials, and other information relating to the Software as may bereasonably requested by County, including all subsequent revisions thereto(including revisions to such Documentation relating to any upgrades orenhancements of the Software).

Notwithstanding any provision contained in this Agreement to the contrary,County will have the right to copy the Documentation, at no additionalcharge, for County or its business partners' use in connection with theprovision of services, provided all proprietary markings that had been affixedby ImageTrend are retained on all copies.

15. TRANSITION ASSISTANCE/SOURCE CODEA. Transition Services

ImageTrend and County will develop a transition plan detailing each Party'srespective tasks in connection with the orderly transition and migration of theLicensed Product and Services to County or a third party contractor in theevent the Agreement is terminated (Transition Plan).

At a minimum, the Transition Plan shall provide that upon termination of thisAgreement for any reason, ImageTrend will, at County's option, continue toprovide Services for up to ninety (90) days after the date of termination inorder to facilitate County's transition to a new service provider andImageTrend shall provide such reasonable assistance as may be requestedby County to effectuate such transition.

B. Source Code EscrowImageTrend shall, on or before the occurrence of the Go-live, enroll theCounty as a "Beneficiary" of the applicable ImageTrend Source Code escrowaccount with Iron Mountain Intellectual Property Management, Inc. (the"Escrow Agent". A copy of ImageTrend's Two-Party Escrow Service

Agreement and Beneficiary Enrollment Form with Iron Mountain is attachedas Exhibit F - Source Code Escrow.

1. PaymentImageTrend shall pay all escrow fees and expenses associated with theescrow, including but not limited to first year fees and renewal year fees.

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0245

2. DepositEvery six (6) months, ImageTrend shall deposit in escrow updatedSource Code containing all Updates to the ImageTrend Softwarereleased during the preceding month and any ImageTrend SoftwareModification and/or Interfaces released for Live Operations during thepreceding month.

3. TermSource Code escrow shall be kept in effect until the County givesImageTrend written notice of termination of the escrow, or thisAgreement is terminated.

4. ReleaseSource Code released under the terms of the Source Code EscrowService Agreement shall be deemed part of the ImageTrend Softwarehereunder, subject to the terms and conditions of this Agreement,including but not limited to the license terms of this Agreement, exceptas modified below.

Source Code shall be released to the County only upon the occurrenceof and only during the duration of one of the following conditions:

. Action by ImageTrend under any state corporation or similar law forthe purposes of dissolution;

. Action by ImageTrend under any state insolvency or similar law forthe purpose of its bankruptcy or liquidation;

. A voluntary filing by ImageTrend of a petition for relief under Chapter

7 or Chapter 11 of the United States Bankruptcy Code;

. The filing of an involuntary petition in bankruptcy against ImageTrendthat is not dismissed within sixty (60) calendar days after its filing;

. ImageTrend's persistent and uncured failure to carry out or providefor the carrying out of material warranty or Software Supportobligations imposed upon it pursuant to this Agreement or anySoftware Support agreement between the Parties with respect to theImageTrend Software, which failure persists for a period of sixty (60)days after written notice from the County to ImageTrend assertingsuch failure and the intention to demand a release of Source Codefrom escrow, or:

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0246

. ImageTrend's failure to continue to do business in the ordinarycourse without providing an alternate source of warranty or SoftwareSupport by a ready, willing and able assignee.

5. Confidentiality

The escrowed Source Code and other material released to the Countyhereunder shall be subject to all of the terms and conditions of thisAgreement, including without limitation the confidentiality provisionsherein, except as specifically modified in this paragraph. The SourceCode shall, except for periods of actual use, be kept in a secure, lockedcontainer and/or a secure protected computer file with access limitedonly to those with a need to know for purposes of software maintenance.Any person or entity granted access shall be required to agree in writingto comply with this paragraph. ImageTrend shall, upon request, beprovided with a copy of such agreement(s).

6. License and Intellectual Property RightsProvided that a release of Source Code is rightfully made hereunder, theCounty is granted a license to copy and use the Source Code for thesole purpose of software maintenance. For purposes of these SourceCode escrow provisions, the term "software maintenance" meanscorrection of software errors and preparation of software modificationsand enhancements.

If the County creates new and original computer code not derived fromthe ImageTrend Software or the ideas, processes, methods ofoperation, technology or know-how implemented therein, in the processof software maintenance, the intellectual property rights (includingcopyright, patent and trade secret) in and to that specific new andoriginal code shall be owned by the County.

However, if the County's enhancements or other modifications result inthe creation of a derivative work from the ImageTrend Software, or awork based upon the ideas, processes, methods of operation,technology or know-how implemented therein, the intellectual propertyrights (including copyright, patent and trade secret) in and to such workshall be owned by ImageTrend and the County's rights to use such workshall be limited to those granted with respect to the ImageTrendSoftware in this Agreement. No rights to distribute Source Code orderivative works therefrom are granted hereunder.

16. CONFIDENTIAL INFORMATIONA. Protected Health Information

County has in its possession data that contains individual identifiable healthinformation as defined by Health Insurance Portability and Accountability Act

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of 1996, Pub. L. No. 104-191 (HIPAA) and the regulations promulgated thereunder.

Fulfillment of the Parties' obligations under this Agreement necessitates theexchange of, or access to, data including individual identifiable healthinformation. Therefore, the Parties have entered into the BusinessAssociate Agreement documented in Exhibit I - Business AssociateAgreement attached and incorporated herein by reference.

B. Confidentiality Obligations

From time to time, either Party may disclose or make available to the otherParty reports, proprietary information, data, statistics, forms, procedures,systems, studies and any other communication or form of knowledge(Confidential

Information). Neither Party shall make available to anyindividual or organization such information nor data without the prior writtenapproval of the other Party except as authorized by law.

Each Party agrees that during the term of this Agreement and thereafter itwill use Confidential Information belonging to the other Party solely for thepurpose(s) of this Agreement; and each Party will take all reasonableprecautions to ensure that it does not disclose Confidential Information toany third party without first obtaining the other Party's written consent.

Upon request by a Party, the other Party will return all copies of anyConfidential Information to the requesting Party. For ConfidentialInformation that does not constitute trade secrets under applicable law,these confidentiality obligations will expire three (3) years after thetermination or expiration of this Agreement. The Parties will be responsiblefor any breach of this provision by their respective employees,representatives, and agents.

C. Trade SecretsImageTrend shall identify any information it provides to County thatImageTrend considers a trade secret. Once so identified, County will havethe responsibility to notify ImageTrend of any requests for such identifiedinformation and will assist ImageTrend in compliance with the provisionsparagraph D below.

D. Required Disclosures

The County, as a public agency, is, with certain exceptions, legally requiredto make documents in its possession public. The confidentiality obligationsin this Agreement will not restrict any disclosure required by public disclosurelaws, order of a court, or the legal request of any government agencyprovided that the disclosing Party gives prompt notice to the other Party of

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0248

any such order. The disclosing Party, at the other Party's request andexpense, shall assist to resist such order or to obtain a protective order.

E. Equitable Relief

The Parties acknowledge and agree that a breach of its obligations underthis section may cause harm to the other Party for which monetary damagesare not a sufficient remedy. In such event the Parties understand and agreethat the non-defaulting party shall be entitled to seek to obtain from a court ofappropriate jurisdiction immediate injunctive or other equitable relief to whichit may be entitled under the circumstances in addition to other remediesallowed under this Agreement.

17. DATA SECURITYDuring the term of this Agreement, ImageTrend shall, at a minimum, implementthe following procedures designed to protect the security of County Data andCounty confidential information:

A. Maintain user identification and access controls designed to limit access toCounty Data and County's confidential information to Authorized Users.

B. External connections to the World Wide Web will have appropriate securitycontrols including industry standard intrusion detection and countermeasuresthat will detect and terminate any unauthorized activity prior to entering thefirewall maintained by ImageTrend.

C. Use industry standard firewalls regulating all data enteringlmageTrend'sinternal data network from any external source which will enforce secureconnections between internal and external systems and will permit onlyspecific types of data to pass through.

D. Industry standard encryption techniques will be used when County Data andelectronic forms of County's Confidential Information is transmitted byImageTrend on behalf of County.

E. Employ physical security measures, including securing all County data orCounty confidential information on a secure server, in locked data cabinetswithin a secure facility. Only authorized ImageTrend employees and agentsshall have physical access to such information.

F. ImageTrend will maintain and follow a disaster recovery plan designed tomaintain County's access to the Licensed Product and Services, and toprevent the unintended destruction of County Data or County ConfidentialInformation.

G. Such plan, unless otherwise specified herein, shall provide for twice-dailyback-up of County Data and archival of such County data at a secure facility.

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0249

The disaster recovery plan shall provide for and be followed by ImageTrendsuch that in no event shall the Licensed Product, Services, ImageTrendContent and/or County Data be unavailable to County for a period in excessof twelve (12) hours.

H. ImageTrend shall provide its employees regular training regarding thesecurity and data recovery programs referenced in this section.

i. ImageTrend shall regularly test the systems and procedures outlined in thissection.

J. ImageTrend shall continuously audit controls that record and monitorLicensed Product and Services activity.

18. PATENT AND COPYRIGHT PROTECTION

A. Infringement

ImageTrend, at its own expense, shall defend any action brought againstCounty to the extent that such action is based upon a claim that theLicensed Product and Services supplied by ImageTrend, or the operation ofsuch, pursuant to a current version of ImageTrend-supplied operatingsoftware, infringes upon a United States patent or copyright. ImàgeTrendshall pay those costs and damages finally awarded against County in anysuch action. Such defense and payment shall be conditioned on thefollowing:

1. That ImageTrend shall be notified within a reasonable time in writing byCounty of any notice of such claim; and,

2. That ImageTrend shall have the sole control of the defense of any actionon such claim and all negotiations for its settement or compromise.

B. RemedyShould the Licensed Product and Services, or the operation thereof,become, or in ImageTrend opinion are likely to become, the subject of aclaim of infringement of a United States patent or copyright, County shallpermit ImageTrend at its option and expense either to procùre for County theright to continue using the system, or to replace or modify the same so thatthey become non-infringing.

If, in the sole opinion of County, the non-use of such infringing systemmakes the retention of other portions of the system acquired fromImageTrend under this Agreement impractical, County shall then have theoption of terminating the Agreement, or applicable portions thereof, withoutpenalty or termination charge. ImageTrend agrees to refund any sumsCounty has paid ImageTrend less any reasonable amount for use.

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C. Exclusions

Such indemnity by ImageTrend as to use of such system shall not apply toany infringement arising out of the use or in combination with other itemswhere such infringement would not have occurred in the normal use forwhich the Licensed Product and Services were developed.

19. FORCE MAJEURENeither Party shall be liable to the other, nor deemed in default under thisAgreement, if and to the extent that such party's performance of this Agreementis delayed or prevented by reason of an event that is beyond the reasonablecontrol of the Party affected and occurs without such Party's fault or negligence(Force Majeure). Force Majeure shall include but not be limited to acts of God,fire, flood, earthquake, other natural disaster, war or terrorism, nuclear accident,strike, lockout, riot, freight embargo, public regulated utility, or governmentalstatutes or regulations superimposed after the fact.

If a delay or failure in performance by ImageTrend arises out of a default of itssub-contractors, and if such default arises out of causes beyond the control ofboth ImageTrend and sub-contractor, and without the fault or negligence of eitherof them, then ImageTrend shall not be liable for damages of such delay orfailure, unless the supplies or services to be furnished by the sub-contractor wereobtainable from other sources in sufficient time to permit ImageTrend to meet therequired performance schedule.

20. EXCLUSION OF DAMAGES AND REMEDIESNeither party will be liable to the other for:

A. Indirect, consequential, special, incidental, or punitive damages, even if suchdamages were foreseeable; however, this exclusion will not apply to anydamages caused by a party's gross negligence or willful misconduct.

B. Amounts to be paid by any indemnitor pursuant to the indemnificationobligations in this contract no matter how such damages might becharacterized by a third party.

C. Damages caused by a breach of any confidentiality and non-disclosureagreement executed pursuant to this Agreement.

The remedies specified in this Agreement are cumulative and in addition to anyremedies available at law or in equity.

21.INDEMNIFICATIONAll activities and/or work covered by this Agreement will be at the risk ofImageTrend alone. ImageTrend agrees to defend, indemnify, and save harmlessCounty, including all of its boards, agencies, departments, officers, employees,

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0251

agents and volunteers, against any and all claims, lawsuits, whether againstImageTrend, County or others, judgments, debts, demands and liability, includingwithout limitation, those arising from injuries or death of persons and/or fordamages to property, arising directly or indirectly out of the obligations hereindescribed or undertaken or out of operations conducted or subsidized in whole orin part by ImageTrend, save and except claims or litigation arising through thesole negligence or wrongdoing and/or sole willful misconduct of County.ImageTrend agrees to waive all rights of subrogation against County for lossesarising directly or indirectly from the activities and/or work covered by thiscontract.

22.INSURANCE PROVISIONS

A. InsuranceImageTrend, at its sole cost and expense, will obtain and maintain in fullforce during the term of this contract the following types of insurance:

A. Commercial General Liability "occurrence" coverage in the minimumamount of $1,000,000 combined single limit (CSL) bodily injury &property damage each occurrence and $2,000,000 aggregate, includingpersonal injury, broad form property damage, products/completedoperations, broad form blanket contractual and $100,000 fire legalliability.

B. Commercial Automobile Liability coverage in the minimum amount of$1,000,000 CSL bodily injury & property damage, including owned, non-owned, and hired automobiles. Also include Uninsured/UnderinsuredMotorists coverage in the minimum amount of $100,000 when there areowned vehicles.

C. Workers' Compensation coverage, in full compliance with Californiastatutory requirements, for all employees of ImageTrend and Employer'sLiability in the minimum amount of $1 ,000,000.

D. Professional Liability coverage in the minimum amount of $1 ,000,000each occurrence and $3,000,000 minimum.

B. CoverageAll insurance required will be primary coverage as respects County and anyinsurance or self-insurance maintained by County will be excess ofImageTrend's insurance coverage and will not contribute to it. County is tobe notified immediately if any aggregate insurance limit is exceeded.Additional coverage must be purchased to meet requirements.

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C. Additional Insured

The County, its Boards, Agencies, Departments, Offices, Employees,Agents, and Volunteers are to be named as additional insured as respectswork done by ImageTrend under the terms of this Agreement on all policiesrequired except Workers' Compensation.

D. Cancellation

Policies will not be canceled, non-renewed or reduced in scope of coverageuntil after sixty (60) days written notice has been given to the County ofSanta Cruz, Risk Management Division.

E. DocumentsImageTrend agrees to provide County with the following insurancedocuments on or before the effective date of this contract:

1. Certificates of Insurance for all required coverage.

2. Additional Insured endorsements.

3. 60 Days Notice Cancellation Clause endorsement

Failure to provide these documents will be grounds for immediatetermination or suspension of this contract.

F. Subcontractors

If ImageTrend utilizes one or more subcontractors in the performance of thisContract, ImageTrend shall obtain and maintain Independent Contractor'sInsurance as to each subcontractor or otherwise provide evidence ofinsurance coverage from each subcontractor equivalent to that required ofImageTrend in this contract.

23. RELATIONSHIP OF THE PARTIES

A. Independent Contractor

For purposes of this Agreement, County is not an agent of ImageTrend. Norelationship of employer and employee is created by this Agreement, it beingunderstood that ImageTrend is an independent contractor. NeitherImageTrend nor any of the persons performing services for ImageTrendpursuant to this Agreement, whether said person be member, partner,employee, sub-contractor, or otherwise, will have any claim under thisAgreement or otherwise against County for sick leave, vacation pay,retirement benefits, social security, workers' compensation, disability,unemployment insurance benefits, or employee benefits of any kind.

It is further understood and agreed by the Parties that, except as provided inthis Agreement, ImageTrend in the performance of its obligation hereunderis subject to the control or direction of County merely as to the result to beaccomplished by the services hereunder agreed to be rendered and

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Santa Cruz County EMS Agency Contract #1818

ImageTrend Electronic Patient Care Record System Agreement0253

performed and not as to the means and methods for accomplishing theresults.

B. Third Parties

If, in the performance of this Agreement, any third persons are employed byImageTrend, such persons will be entirely and exclusively under direction,supervision and control of ImageTrend. All terms of employment, includinghours, wages, working conditions, discipline, hiring and discharging or anyother terms of employment or requirements of law, will be determined byImageTrend, and County will have no right or authority over such persons orthe terms of such employment, except as provided in this Agreement.

C. Worker's CompensationImageTrend will comply with all of the provisions of the Worker'sCompensation Insurance and Safety Acts of the State of California, theapplicable provisions of Division 4 and 5 of the California Labor Code and allamendments, thereto; and all similar State and Federal acts or lawsapplicable; and will indemnify and hold harmless the County of Santa Cruzfrom and against all claims, demands, payments, suits, actions, proceedingsand judgments of every nature and description, including attorney's fees andcosts, presented, brought or recovered against the County, for or on accountof any liability under any of said Acts which may be incurred by reasons ofany work to be performed under this Agreement.

D. Personal ConductWhenever employees, agents, representatives or independent contractors ofImageTrend (ImageTrend Personnel) are present on County premises,ImageTrend shall cause alllmageTrend Personnel to comply with all Countypolicies and procedures governing on-site work, including County's safetyand security, and data protection, policies and procedures, and allreasonable instructions and directions issued by County.

24. TAXESCounty is exempt from Federal excise taxes and no payment shall be made forany personal property taxes levied on ImageTrend or on any taxes levied onemployee wages. County will pay to ImageTrend any sales or use tax, whetherfederal, state or local, imposed on or arising out of the delivery of services byImageTrend. County shall not be responsible for paying any other taxes or feesof ImageTrend, including LmageTrend licensing or business fees or assessmentsthat are not specified as a sale or use tax.

Once County has paid such tax to ImageTrend, County shall have no otherresponsibility with respect to such sales and use taxes. ImageTrend shall beresponsible for promptly paying such tax to the appropriate taxing authority. If itis later determined that such tax, or any portion thereof, was not due,

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.Santa Cruz County EMS Agency Contract #1818

ImageTrend Electronic Patient Care Record System Agreement0254

ImageTrend will promptly refund the amount thereof to County together withinterest on such refunded amount regardless of whether ImageTrend hasrecovered such amount from such taxing authority.

ImageTrend shall, on every taxable event, make all reasonable efforts to limitany and all tax consequences to County. ImageTrend is solely responsible forpaying any and all taxes (including social security, employment and income)required by any federal, state or local

law or regulation pertaining to ImageTrend

personnel relating to this Agreement.

25. EQUAL OPPORTUNITY EMPLOYERImageTrend affirms that it provides equal employment opportunities for allindividuals without regard to race, color, religion, national origin, sex, age,disability, sexual preference, or other characteristics protected by law.ImageTrend will not recruit, hire, train, assign, compensate, discipline, promote,transfer or discharge any individuals who may be assigned to provide services inviolation of this equal employment opportunity policy.

26. COOPERATION WITH OTHER CONTRACTORSImageTrend will cooperate with other contractors and consultants who areworking on projects for County as may reasonably be required in order tocomplete the provisions of this Agreement.

27.AMENDMENTEach Party acknowledges that it has read this Agreement and any exhibits,understands them, and agrees to be bound by their terms, and further agreesthat they are the complete and exclusive statement of the agreement betweenthe Parties which supersedes and merges all prior proposals, understandings,and all other agreements, oral and written, between the Parties relating to thisAgreement. This Agreement may not be modified or altered except by writteninstrument duly executed by both Parties.

County may from time to time require changes in the scope of the servicesrequired hereunder. Changes, including any increase or decrease in the amountof ImageTrend compensation which are mutually agreed upon by and betweenCounty and ImageTrend, shall be effective when incorporated in writtenamendments to this Agreement.

28. SUBSTITUTIONIf particular people are identified in Exhibit A as working under this Agreement,ImageTrend will not assign others to work in their place without consulting withCounty project manager. Any substitution will be with a person of commensurateexperience and knowledge.

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29.ASSIGNMENTNeither Party may assign this Agreement, or any portion thereof, to a third partywithout the prior written consent of the other Party. Any attempted assignmentwithout such prior written consent will be null and void.

30. CONTRACT MONITORINGCounty shall have the right to review the work being performed by ImageTrendunder this contract at any time during County's usual working hours. Review,checking, approval or other action by County shall not relieve ImageTrend of itsresponsibility for the accuracy and completeness of the work performed underthis contract.

31. INVESTIGATION AND RESEARCHImageTrend by investigation and research has acquired reasonable knowledgeof all conditions affecting the work to be done and labor and material needed,and the execution of this contract is to be based upon such investigation andresearch, and not upon any representation made by County or any of its officers,agents or employees, except as provided herein.

32.NOTICESAll notices and other communications hereunder shall be in writing and shall bedeemed to have been duly given as of the date of delivery or confirmed facsimileor email transmission. Notices must be delivered or sent to the parties'respective addresses set forth as follows:

To CountySanta Cruz County EMS Agency1080 Emeline AveSanta Cruz, CA 95060

To ImageTrendImageTrend, Inc.Attention: Michael J. McBradyStreet Address: 20855 Kensington Blvd.City, State, Zip Code: Lakeville, MN 55044

Either party may, by written notice to the other, change its own mailing address.

33. CONFLICT OF INTERESTImageTrend covenants that ImageTrend presently has no interest, including, butnot limited to, other projects or independent contracts, and will not acquire anysuch interest, direct or indirect, which would conflict in any manner or degreewith the performance of services under this Agreement. ImageTrend furthercovenants that in the performance of this Agreement no person having suchinterest will be employed or retained by ImageTrend under this Agreement.

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34. GOVERNING LAWThe validity of this contract and any of its terms or provisions, as well as therights and duties of the parties under this Agreement, will be construed pursuantto and in accordance with the laws of the State of California.

35. SEVERABILITY OF CONTRACTIf any term of this contract is held by a court of competent jurisdiction to be voidor unenforceable, the remainder of the contract terms will remain in full force andeffect and will not be affected.

36. CUMULATIVE REMEDIESThe exercise or failure to exercise of legal rights and remedies by the County ofSanta Cruz in the event of any default or breach hereunder will not constitute awaiver or forfeiture of any other rights and remedies, and will be withoutprejudice to the enforcement of any other right or remedy available by law orauthorized by this Agreement.

37. COMPLIANCE WITH LAWSEach Party to this Agreement will comply with all applicable laws.

38. USE OF COUNTY TECHNOLOGYAs part of this contract ImageTrend shall agree with and abide by the provisionsset forth in the Santa Cruz County EMS Patient Care Record Internet UsagePolicy, Exhibit E, which, by this reference is made a part hereof. Any

employee,

sub-contractor, or agent of ImageTrend who will access County informationtechnology in the course of his, or her, work for County is required to sign suchpolicy before accessing, using, maintaining, repairing or installing any Countyinformation technology system or component. Information technology shallinclude, but is not limited to, the network, Internet access, electronic

mail, voice

mail, voice message systems, facsimile devices, or other electronic ortelecommunication systems used by County.

39. MISCELLANEOUSThis Agreement, along with the documents incorporated by reference hereto,constitutes the final expression of the agreement of the parties and supersedesany, and all, other contracts, either oral or written, between ImageTrend andCounty, with respect to the subject of this Agreement.

This Agreement and its exhibits contain all of the covenants and contractsbetween the parties with respect to the services required hereunder.ImageTrend acknowledges that no representations, inducements, promises orcontracts have been made by or on behalf of County except those covenantsand contracts embodied in this Agreement. No contract, statement, or promisenot contained in this Agreement will be valid or binding.

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0257Santa Cruz County EMS Agency Contract #1818

ImageTrend Elecronic Patient Care Record System Agreement

This Agreement may not be altered, amended, or modified except by writteninstrument signed by the duly authorized representatives of both parties.

In the event of an inconsistency in this contract, the inconsistency shall beresolved in the following order:

A. This Agreements and all exhibits or addenda attached hereto or incorporatedby reference.

B. The County approved specifications.

C. County of Ventura RFP #5551 as amended by ImageTrend responsesthereto.

40. ExhibitsThe following Exhibits are incorporated herein by reference:

Exhibit AExhibit BExhibit CExhibit DExhibit EExhibit F

Exhibit GExhibit HExhibit IExhibit J

Statement of WorkPricingDeliverables ScheduleRemovedSanta Cruz County EMS Patient Care Record Usage PolicyEscrow AgreementSanta Cruz County EMS Agency Business PartnersProduct and Service SupportBusiness Associate AgreementAdditional Terms

Page 28 of 28 87



Exhibit A

Statement of Work

Exhibit A - sow FINALA-1

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Exhibit A - SOW FINALA-2 87

..


Table of Contents1 Overview. .. .,. . . . . .. . .......... . . . . . . . . .. .,. . . . . . .. .. . .., . . . .., ..... . . .,. . . . .. . . . . ..... . . . . . .... . . ...... . . . . . .., 4

1.1 Project Organization ...... .............. ..... .................... ....... ........ ................ ..... ..... ....... ...........41.2 ePCR Implementation Overview......................................................................................41.3 Overview of County Responsibilities................................................................................ 51.4 Recommended County Implementation Project Team .................................................... 51.5 Project Exclusions............................................................................................................ 6

2 Functional Description of ImageTrend Services and Software ......................62.1 Service Overview................... .......................................................................................... 62.2 System Requirements......................................................................................................92.3 Summary of Standard Features..................................................................................... 10

3 Professional Services .................................................................................. 113.1 Project Management .... ......... ........ .............. ................. .... ........... .... ........... ........... ......... 113.2 Business Analysis ............... .......................... ......... ..... ................................. ......... ......... 113.3 System Data...................................................................................................................113.4 Training ................ ....... ......... ............ ............ ......... ..................... ............ ...... .......... ........ 11

4 Implementation.. ....... ......... .............................. ........ ....... ..... ........... .......... .,. 124.1 Pre-implementation Phase.............................................................................................124.2 Project Implementation Phase ....................................................................................... 144.3 User Training Phase ...................................................................................................... 17

5 Interfaces..................................................................................................... 195.1 Intent..............................................................................................................................195.2 CAD.................................................................................................................................195.3 California EMS Information System ......... ............ ......................... ....................... ..........205.4 Billing.......................................................................................................................... ....205.5 Cardiac Monitor.. ............... ........... .............. ..................... .., ........ ..... ...................... .........20

6 Deliverable........ ....... ......... ........... ....... ............ ............. ................................216.1 Deliverable #1 - Unified Patient Care Record .................. ............... ..............................21

7 Go-live......................................................................................................... 237.1 County Responsibilities.................................................................................................. 237.2 ImageTrend Responsibilities.......................................................................................... 23

8 System Testing ............................................................................................238.1 DOLF _ 1.. .... ....... ............. ............... ................ ....... ............. ....... .......... ....... ..... ..... ......... 238.2 DOLF _ 2........................................................................................................................24

9 System Acceptance..................................................................................... 249.1 Reliability Testing ........................................................................................................... 249.2 Final Acceptance Testing............................................................................................... 259.3 Additional ATP ... ................ ............ ...................... ................ .............. ........ ......... ........... 269.4 Issue Management.. ........ ...... ..... ............ ..... ........ ............ .......... ...... ...................... ........269.5 Final System Acceptance ............ ............. ................... .... ................................ .............. 27

Exhibit A - SOW FINAL A-3

.-ra


1 Overview

This statement of work is part of the ImageTrend Electronic Patient Care

Records (ePCR) System Agreement. Within this document, 'ImageTrend'refers to ImageTrend, Inc. and 'County' to the Santa Cruz County EMSAgency, which is the organization that is contracting with ImageTrend for theproject described herein.

ImageTrend shall supply the County an ePCR system including a mobileinterface in accordance with the terms and conditions of the Agreementincluding this Statement of Work (SOW) and ImageTrend's Cost Proposal.

In order to establish objective and mutual expectations for the County'sproject, this SOW was developed and approved by both parties to define theframework of deliverables in terms of Products and Services. The SOWestablishes standards for the deliverables, which are in some cases furtherrefined through appendices to this document, additional deliverabledocuments such as Acceptance Test Plans (ATP), and ProductRequirements Documents (PRO).

The SOW and any other exhibits associated with the Agreement will beupdated as necessary and mutually agreed upon, in writing, by the Parties toclarify any ambiguity or prior omission regarding this project's scope of work,or to address any change in this project's scope of work or schedule.

1.1 Project Organization

ImageTrend will provide professional services, Software, and Third PartyItems necessary to meet the requirements of this SOW. ImageTrend willassign a project manager as the principal contact and who is responsible forimplementing this project within the framework of the SOW and theAgreement.

The County will also assign a project manager as the County's principalcontact for this project, and to coordinate the activities of a team ofapplicable personnel designated to contribute to the implementation of thisproject.

1.2 ePCR Implementation OverviewImageTrend Emergency Data Systems is a robust, mature suite of softwareapplications that is highly configurable. The primary deliverables for thisproject are the ImageTrend Service Bridge using the application serviceprovider (hosted) model with the associated ImageTrend Field Bridge optionand all Interfaces and Modifications described herein. This Service will behosted by ImageTrend and delivered in a subscription format with associatedprofessional services.

b 8tExhibit A - SOW FINAL A-4


The proposed ePCR project schedule is documented in Exhibit C - ProjectDeliverable & Payment Schedule. The projectschedule will be finalized asa deliverable after consulting with the County regarding the availability ofCounty's personnel and facilities, and after specifications for the Interfacesand/or Modifications have been finalized.

Any work activities or Software Modifications outside of the capabilities of thecurrent production version of the Software are described within this SOW.These Modifications will be separately tested for system Acceptance, asdefined in the system Acceptance section of this SOW. Additional workactivities and Software functionality not described as being included in thisSOW will be considered a change order to and may incur additional charges.Such additional items shall not affect the County's acceptance of the system,except as mutually agreed to by the parties in writing.

Based on the project schedule developed with the County, ImageTrend shalldeliver to the County a Project Requirements Document (PRO) including anATP for each applicable Interface and each Modification listed herein.County and ImageTrend shall agree on the architecture and operation of theInterfaces and Modifications prior to commencement of work.

Acceptance testing criteria for ImageTrend will be defined in the acceptancetest plans (ATP) developed by ImageTrend, approved by the County, andincluded in this SOW.

1.3 Overview of County ResponsibilitiesThe County's responsibilities are described throughout this document. Someof these requirements include, but are not limited to, documentation

submittals, training facilities, technical support, and connectivity.

ImageTrend and County's respective project managers will work closely torevise as necessary and to mutually agree upon the on-going County

responsibilities that are specific to this project.

1.4 Recommended County Implementation Project TeamThe project design team will include the County's project manager, systemadministrator; a small core group of pre-hospital care personnel representingline, supervision and management; and a representative involved inadministrative reporting requirements. The team is responsible forparticipating in the project kickoff meeting and the Demonstrations ofLicensed Functionality (DOLF). This team and these project meetingsprovide the information necessary for ImageTrend to setup the systemconfiguration files.

31 Exhibit A - SOW FINAL A-5


County Project ManagerThe County's project manager coordinates County resources tocomplete the tasks and activities that are the County's responsibility forthis project. The County project manager is ImageTrend primary pointof contact with the County. Activities include management of theCounty's staff; facilitating project schedules and meetings; timelyapproval and processing of invoices; review and approval of any PRO,DOLF, or ATP.

System Administrator

The County system administrator will be the individual primarilyresponsible for monitoring on-going system operation. This individualbecomes the primary contact for the ImageTrend technical servicesdepartment after the system is installed and once the system is live.Activities include system configuration, assignment and managementof ImageTrend modular security, evaluation and implementation ofversion updates, and reporting, prioritization and management ofsupport issues. Personnel involved in system administration shallattend the ImageTrend system administrator course.

1.5 Project Exclusions

ImageTrend is not responsible for actions and activities that are identified asthe responsibility of the County as stated in this SOW; for vendors who haveprovided systems to the County that are now the basis of Interfaces (exceptthose functions provided by ImageTrend through subcontractor products); orfor products or services that are outside the scope of this SOW.

County requests for work or items not described in this SOW or theAgreement, including but not limited to custom software, are not included inthis project. In such cases, these items can be added through a mutuallyagreed upon project change order.

County is solely responsible for obtaining and providing its own Equipmentand broadband connections and/or connections to the internet.

2 Functional Description of ImageTrend Services and Softare

This project includes the installation of the then-current production version ofImageTrend Service Bridge and Field Bridge. Interfaces and Modifications tothese Products are described in separate sections of this SOW.

2.1 Service Overview

ImageTrend provides its service on the hosted model, delivering 24x7 onlineaccess to the web-based ImageTrend Service Bridge and the mobile dataentry solution Field Bridge.

Exhibit A - SOW FINAL A-6 J 87


0264

Data Hosting Facility SecurityImageTrend Web applications are hosted in Minneapolis in a securedata center. These facilities provide the maximum level of security andstability for hosting needs. The data center features triple redundant,high-speed internet connections over fiber optic trunk lines. Onlyauthorized personnel have access to the data floor. The data center ismonitored electronically and individuals accessing the server room arelogged.

The facility is temperature controlled, utilizes an in-line 80kVa UPSwith 150 KW back up generator, and a clean agent fire suppressionsystem.

ImageTrend production network consists of application/web anddatabase servers. The databases are on a private network withaccess control managed through the firewall permitting only authorizedadministrators or approved VPN access.

Applications are monitored for availability and performance frommultiple locations to ensure accurate measurement of current systemhealth. Slow application pages and long running database queries arelogged for analysis by server administrators and development staff.Serious errors and performance degradation trigger email alerts whichare sent to support staff and cell phone alerts to 24/7 support staff.Support employees have VPN access to production servers, to ensureaccessibility and security, when accessing the servers from outside ofthe ImageTrend network.

The Service Bridge audit system tracks user information when

accessing the secure portion of the application. IP address, User 10,date/time, browser information, and information on each file accessedare all tracked within a separate database, which is kept for a period oftime for reporting purposes and audit trails.

Security breaches are logged within the ImageTrend ProjectManagement system for any HIPAA disclosures related to securitybreaches or information disclosers. If a security breach happens, thesecurity module currently sends an email tolmageTrend.sDirector ofDevelopment and the Security Officer who in turn notify the designatedcustomer contact.

All ImageTrend employees are subjected to background checks andare required to attend and successfully complete HIPAA training. TheImageTrend Project Management System provides a facility to track

A-7

31 Exhibit A - SOW FINAL

,"


any HIPM Security Incidents or Information Disclosure Incidents forreporting purposes.

Only those certified ImageTrend employees that work with eitherhardware or software related to the specified application or project canaccess the data center and interact with the servers. These

employees have worked with ImageTrend hardware as part of its ITsupport staff or are part of its implementation team as software

developers. Authorization is granted from the management leveL.

Application Securities

2.1.1.1 Secure User Login

The application will follow best business practices forprotected health information (PHI) security to ensure onlyauthorized access to the system. Strong authentication or twoform factor authentication practices will be used to enhancelogin security.

2.1.1.2 Password Encryption

. Hash function implementation

. For sessions failing to successfully login after three tries

. Check access log for sequential unsuccessful logins

. Set session logout variable

2.1.1.3 Password Requirements

. Length and complexity enforcement

. Validate password for case, length (8 characters), and

composition

2.1.1.4 Login Expirations

. Validate for expired logins

. Force password changes on expired logins and restrict siteaccess until new, valid password is created.

2.1.1.5 Page Access CheckingPage access checking to make sure user has properly loggedin and is not entering the site via an external link.

2.1.1.6 SSL Server Certificate128-bit encryption Security Certificate

Exhibit A - SOW FINAL A-8 87

Ii


0266

Permissions Administration

2.1.1.7 Manage Users and GroupsThe application employs a hierarchical based password

administration as a series of group policies to controlapplication entry and level of access within the application.With the system administrator being the highest level ofsecurity, groups can be created below that to encompass allother group needs.

2.1.1.8 Permissions and Rights

Permission and rights are governed by the ability of what theuser can see and do. At the global level, rights are based onthe following criteria:

. County

. City

. Service

On the service level, there are two levels:

. Administrator

. User

Provider administrators can control and edit all their own

approved functions. Provider users have the ability to edit andview their own information.

2.2 System Requirements

Enterprise Servers

ImageTrend hosts the application and databases so no local serversare required.

Field BridgeThe ImageTrend Field Bridge mobile application currently operates ona Windows platform (XP, Table PC Edition 2005, Vista and Windows 7are supported within the scope offered by Microsoft). Hardware

requirements include a minimum of 500 MHz processor with 512 MBRAM and 600 MB hard disk space. Optimal performance requires a1.5 GHz processor, 4 GB RAM, and 1 GB available hard disk space.Supported screen resolution is 1024 x 768 or higher. Additionalsoftware requirements include: Microsoft .NET Framework 3.5 SP1,

A-9

S"' Exhibit A - SOW FINAL


Adobe Flash 8 or higher, and Adobe Reader 8 or higher. Optimal

connectivity is achieved using 802.11, Bluetooth, or GPRS/CDMAcellular modem.

2.3 Summary of Standard FeaturesThis section outlines the features provided by the standard production

version of the listed applications. These features are further modified andenhanced in the Interface and Modification sections of this SOW.

Service BridgeA summary of Service Bridge features is found on pages 20 through28 of the ImageTrend response to Ventura County's RFP #5551. Thisinformation has been included as Attachment A of this document.

Visual InformaticsA summary of Visual Informatics features is found in the appendices ofthe ImageTrend response to RFP #5551.

MARSA summary of MARS features is found in the appendices of theImageTtend response to RFP #5551. Key features include:

. Interactive display capabilities, including intensity

shading, cluster mapping and individual pin displays. Aerial, Satellite and Road views

. Pan and scroll capabilities

. User-definable options

. View incident data on the map

. Drill-down search functionality

. Integration with Bing Maps provides the most

current maps available. Secure access; no HIPAA data leaves the network

Field BridgeA summary of Field Bridge features is found on pages 23 through 31 ofthe ImageTrend response to RFP #5551.

Exhibit A - SOW FINAL A-10 l 87


3 Professional Services

3.1 Project ManagementImageTrend will appoint a project manager with the authority to make certaindecisions relevant to the project. He/She will have direct access to

ImageTrend executive management for resolving problems beyond theproject manager's immediate authority.

The project manager will coordinate with the County's project managerthrough periodic meetings, create the project plan and project schedule,

review the project and its progress, prepare project status reports, andreview the current task list and upcoming milestones. The County andImageTrend have agreed that the respective project managers will be theprimary points of contact for this project.

The ImageTrend project manager will manage the implementation plan andwill coordinate, through the County's project manager, the activities of theCounty required for this project.

3.2 Business Analysis

ImageTrend will provide a business analysis through the ImageTrend projectmanager for the County regarding the configuration and use of ServiceBridge and Field Bridge, along with proposed Interfaces and Modifications.

ImageTrend will lead the County's implementation team in an analysis of theoperational and reporting procedures utilized by the County relevant toImageTrend implementation. This analysis will be utilized to configureImageTrend. Based upon the business analysis, ImageTrend will supervisethe configuration of the Product and will lead the development of anynecessary PRO for Interfaces and Modifications. This configuration will bethe base configuration for the County and will set access controls and

minimum standards for subsequent and subordinate provider configurations.

3.3 System Data

ImageTrend will define the data necessary to set up the system and provideCounty templates for the input of the set-up data. Set-up data will include,but not be limited to, personnel, providers, unit, destination, first responder,insurance, and favorite location databases. County is responsible to provideaccurate data as required of the project timeline.

3.4 Training

Training will be based upon the business analysis conducted in accordancewith the SOW. ImageTrend will provide training on three main levels:

A-11

~ 1 Exhibit A - SOW FINAL. \


System Administrator

System administrator training will be conducted on-site in Santa CruzCounty. It will include all training and documentation necessary toprovide up to three people with the skills and knowledge necessary toadminister the system as determined in the business analysis processdescribed in this SOW.

Provider AdministratorProvider administrator training will be conducted on-site in Santa CruzCounty. This training will include the skills and knowledge necessaryfor the administrator of each provider to maintain their portion of theoverall system.

UserUsers may be classified in multiple roles. For example a provider willhave at least field users and quality improvement users. A providermay also elect to have sub-administrative. users for power users,billing, supervisory, or other specified roles. Training for all user roleswill be constructed and administered after and subject to the findingsof the business analysis.

4 Implementation

4.1 Pre-implementation Phase

Project implementation will involve activities and meetings to manage theimplementation of the project. Unless otherwise indicated herein, meetingswill be conducted via conference call or web conferencing. These activitiesand meetings include, but are not necessarily limited to, the followingrequired sessions:

Project Planning and Kick-off MeetingThis meeting will make introductions and begin discussing projectdeliverables, task ownership, and tentative timelines, includingpossible online and onsite training dates. After the meeting,

ImageTrend will send the County project manager an emailsummarizing the call, which will contain preliminary document requestsas well as contact information for the ImageTrend staff members whowill be responsible for managing project implementation. ImageTrendand County will determine the frequency of follow-up meetings andschedule the next meeting.


87


Project Plan and TimelineBased upon discussions with, and input from County the ImageTrendproject manager will develop a project plan and timeline that sets forthproject milestones and timeframes for:

. Business analysis

. Set-up documentation return

. ePCR System Setup

. Interface design, programming and testing

. Mobile software installation

. Demonstration of licensed functionality (DOLF)

. Administrator training

. Pilot project

. End-user training and practice

. Go-live

. Post Go-live follow-up

. System acceptance

The County and ImageTrend shall agree upon the project tasks,schedule and milestones in writing prior to commencing any furtherwork on the project.

Documentation RequestsWhen the implementation plan and timeline have been agreed upon,ImageTrend will collect the documentation needed to complete thesystem set-up. This documentation will include an ePCR set-up filecontaining agency-specific personnel information, information aboutmedic units and vehicles, information about facilities to and from whichCounty agencies commonly transport patients, and other informationrequired for the system Interfaces and Modifications.

Interface & Modification PlanSubsequent to approval of the project implementation plan and

timeline, ImageTrend will develop the necessary Interface andModifications implementation plans specific to County requirementscontained herein. The Interface and Modification plans and associatedtimelines will be part and parcel of the project implementation plan andtimeline. Each Interface and Modification shall have a product

requirements document (PRO) specifying the operation of the Interfaceor Modification and the work plan necessary to build the Interface orModification and an acceptance test plan (ATP) describing the processfor testing and acceptance of each. The Interfaces selected by County


31


are listed in Section 5 of this SOW. The Modifications selected byCounty are listed in Section 6 of this SOW.

4.2 Project Implementation PhaseImageTrend and County will mutually agree that the project is ready for theimplementation phase based on review of the business analysis, projectplan, and the PRO submittals for the Interfaces and Modifications. Once thisagreement is reached, implementation will begin.

System Set-upImageTrend is responsible for setting up a master account which willallow Santa Cruz system administrators to have full control of allfunctions that make up the Santa Cruz system.

ImageTrend will configure the County account on its WEB service anddatabase servers including all access permissions, site domain andSSL accounts.

ImageTrend will set up the system for the County including, but notlimited to, entering information about each provider's medic units,vehicles, stations, facilities, and shifts and zones as provided byCounty in the pre-implementation phase.

System Administrator Training

After the system is fully set up, ImageTrend will train up to three SantaCruz personnel in the use, configuration and maintenance of thesystem. This training will take place on-site at a location selected bySanta Cruz County.

System Master ConfigurationImageTrend shall provide, at County-provided facility, onsite support inconfiguring the County system. Based on the business analysisrequired herein and the Software's capabilities, ImageTrend will assistin configuring the master system to County specifications.

This configuration session will include, but not be restricted to:

. Adding the Santa Cruz and provider logos

. Assigning user names

. Assigning roles and claims

. Establishing password and lockout policies

. Adding medications and consumables


0271

8'1


¡.~..

0272

. Creating data retention, patient lookup, and update settings

. Selecting the most commonly used medications, CPR treatments,

and general treatments to appear in the Power Tools section of themobile application

Mobile Application InstallationImageTrend shall review and approve the County-selected Third PartyItems to be installed on County provided and ImageTrendrecommended hardware. ImageTrend shall provide support andadvice to County technical staff in creating the base configuration forCounty hardware and attendant System Software installed thereon.

Third Party Items will include the ImageTrend-required additional

software listed in the minimum requirements section of the RFP,included as Attachment B of this document, the anti-virus softwareselected by the County and any other System Software deemednecessary by the County.

ImageTrend will provide support for the installation and testing of theField Bridge Software on County Authorized Users' mobile hardware.

Provider Administrator TrainingProvider administrator training is designed for an in-depth view of all ofthe ImageTrend components available to the individual providers asdetermined by the master configuration.

Immediately following the Santa Cruz master system configuration,personnel from all provider agencies will be trained in the

administration of their agency's portion of the system and thenassisted in configuring their portion of the software. Duringadministrative training, administrators will be introduced to theImageTrend Products.

This session will include, but not be restricted to:

. Overview of the Product capabilities

. Overview of data flow and system security, including creating logincredentials.

. Assigning user names

. Assigning roles and claims

. Loading provider-specific, custom forms

. Adding agency-specific billing authorization language

. Adding a company logo

Exhibit A - SOW FINALA-15

3'7


0273

. Quality Management and Reporting modules

. Add additional personnel, facilities, etc. not entered as part of theinitial system setup.

The provider administrative training session(s) as well as the providedDocumentation will guide provider administrators through theconfiguration/customization of their agency's portion of the Softwaresubject to the restrictions of the base configuration.

Demonstration of Licensed FunctionalityThe DOLF process is a mid-project assessment of the status of thesoftware configuration. This is done through a review of the software'scompliance with the ATP designed for each of the functions.

ImageTrend will provide an inventory of all ATP's to be delivered to theCounty and will deliver each ATP per the project schedule. TheCounty will review each ATP, rework it as necessary withImageTrend's concurrence, and approve each ATP in a timely manner.

The County will penorm each ATP during the applicable testing cycles.ImageTrend will work with the County to document issues that ariseduring the testing cycles and resolve applicable issues per SOWSubsection 9.4 - Issue Management.

ImageTrend and County will mutually agree in writing as to the statusof all open items following completion of each test cycle (Test CycleStatus Report).

4.2.1.1 DOLF-1When ImageTrend has set up the system in accordance withthis SOW and County has completed the base configurationand sub-ordinate provider configurations, the system will bedeemed ready for demonstration. ImageTrend shall thendemonstrate the basic web-based Service Bridge applicationsoftware and Field Bridge mobile software. Thisdemonstration shall include all administrative, operational,quality management and reporting functionality, but will notinclude Intenace or Software Modification functionality.

Issues raised at DOLF-1 shall be addressed and corrected as isnecessary prior to DOLF-2.

4.2.1.2 DOLF-2DOLF-2 shall be considered a 'dress rehearsal' for Go-live.After all DOLF-1 issues have been addressed in a manner



0274

acceptable to County, ImageTrend shall demonstrate the fullsystem with all required Interfaces and Software Modificationsin place. The integrated mobile application will also be testedat this time.

Issues raised at DOLF-2 shall be addressed and corrected as isnecessary prior to Go-live.

4.2.1.3 Pilot PhaseTypically services elect a pilot testing phase of 30 to 60 dayswith select crews to evaluate the program's effectiveness andto incorporate local policies and procedures. During thisperiod configuration and training plan adjustments can beaccommodated to improve the initiative's outcome. Thecompletion of the pilot program is a milestone for assessingthe overall project success and will mark the readiness for "go-live". ImageTrend will assist during this time and provide afinal report covering program objectives.

4.3 User Training Phase

The County views the user level training, the subsequent practice intervaljust prior to Go-live, and the post Go-live support period as critical to systemacceptance and optimal performance. ImageTrend will support all threecategories of training as outlined in this section.

On-site user training conceptImageTrend shall provide onsite user training using approved

instructors. ImageTrend and County project managers will confer withall County providers as to scheduling issues and numbers of personnelto be trained.

Subsequently ImageTrend shall devise and County shall approve atraining schedule designed to provide ImageTrend training to at least80% of the workforce in each County agency. Training of thoseemployees who miss the on-site ImageTrend training will be theresponsibility of the County and its providers.

Each user will receive approximately 3.5 hours of training includingtime for hands-on practice, questions and discussion. ImageTrendshall provide all training materials including user guides and manuals.County will provide facilities, computers and mobile devices necessaryfor a 2:1 studenUdevice ratio.

ImageTrend shall, at the County's discretion, provide training videosfor user self-study or trouble shooting.


Q.~


4.3.1.1 Field User Training

User training shall include, but not be limited to, the followingcomponents:

. Overview of data flow and system security, includingcreating login credentials.

. Entering patient data on the ImageTrend Mobile software aswell as the web-based application (this will includedescriptions of all fields and data flow explanations).

. Quality management for the end user.

Following the formal training users will be able to log into theSanta Cruz system and enter test data in order to maintainskills until the formal go-live is accomplished. This data shallbe isolated so as not to contaminate the production databaseafter go-live.

4.3.1.2 Power User Training

ImageTrend will provide two power user training sessions ofapproximately 5 hours in length. This training will include, butnot be limited to:

. The basic end-user training topics and practice listedabove.

. Advanced information about ePCR systems in general andImageTrend Mobile in particular.

. Tips for training end-users and troubleshooting issues (iftraining power users).

4.3.1.3 Quality Manager Training

Concurrent with or subsequent to provider administratortraining, ImageTrend shall conduct training specific to the QAmanagers of all providers. This training shall guide QAmanagers through the QA capabilities of the system to includebut not limited to:

. Service Bridge overview

. QA module overview

. Documentation functions

./ CAD reconciliation

./ Real-time feedback capabilities

./ Documentation validation/grading system

./ Online collaboration with QA/QI team


8'1


0276

. Clinical review functions

,/ Confidential messaging system

./ Real-time feedback capabilities

,/ Online collaboration with QAlQI team

. Outcomes component functions

5 Inteifaces

5.1 Intent

Interfaces and Modifications shall enhance the system to create a seamlessdata collection, storage and display system that will leverage the .data inputfrom a variety of sources into one interrelated system for analysis and

reporting. The following concepts are offered to clarify this intent.

Single Data Point EntryValid data entered at one point of a patient's record is valid for all otherversions of the record. For example, dispatch time is entered from the

CAD interface into the ePCR. Therefore, at no other point in thesystem shall that data need to be entered manually.

Auto-populationWhere a point of data has been entered it shall auto-populate fieldsthroughout the system.

Data SharingIn the patient care continuum, all previous care provided a patient shallbe visible to succeeding care givers. While this information is visibleas a record of previous patient care it will not be modifiable by

succeeding providers.

5.2 CADThe Motorola Premier CAD system Interface shall be the first priority forintegration. A PRD will be developed the components of which will includethe business concept, a schedule for the exchange of sample data files aswell as programming, testing, and signoff. This interface will bedemonstrated in DOLF-2.


§\7


0277

5.3 California EMS Information SystemImageTrend shall construct and implement a data export process to providedata to the California EMS Information System (CEMSIS).

The export of data to the state of California shall be in the CEMSIS formats.The export of data to the CEMSIS database will be demonstrated in OOLF-2.

5.4 BilingShould the listed providers elect to purchase the billing interface option,ImageTrend will construct a PRO for each of the following billing systems:

. AMR - loll RescueNet Billing

These Interfaces if chosen, and funded, by the providers will bedemonstrated and implemented after Go-live but prior to acceptance.

5.5 Cardiac Monitor

ImageTrend will interface with the following user devices. Listed deviceInterfaces will be demonstrated in OOLF-1.. LifePak 12 & 15

. Philips Heartstart FR2

. LifePak 500

. LifePak 1000

. loll E Series

. loll M Series

Exhibit A - SOW FINALA-20 87


0278

6 Deliverable

6.1 Deliverable #1 - Unified Patient Care Record

As a deliverable for the Ventura County contract, Santa Cruz wil be deliveredexactly as delivered to Ventura County. Any customization or change requestswil require a separate Statement of

Work at the standard development rate

of$110jhour.

RequestSanta Cruz County has determined that the transfer of data from onelevel of care to another or from one provider to a succeeding provideris crucial to meeting the project goals. Moreover, the ability of to see aconsolidated patient record is critical to the oversight of the system.

Santa Cruz County sees high value in 'carrying forward' patient caredata so that each succeeding provider has a record of care providedby the previous provider. This record of previous care shall not beeditable by any succeeding provider but the specific care provided,who provided that care and the point and time of transfer, shall beclearly defined.

Operational ConceptFrom the time a 9-1-1 call is received until the patient is dischargedfrom the hospital, patient care will be recorded by those who providethe care to the patient. When care is transferred from one provider orservice level to another there will be an easy method for the providertransferring care to document time of transfer and to whom that carewas transferred. This could be termed a 'push' button.

As the care of the patient progresses all information, including patientdemographics, assessment, and treatment, will be visible tosuccessive care providers. This is a look-back only feature. Previouscare providers will only have rights to see what they and previousproviders entered but not subsequent care.

A prominent 'pull' button will be provided to allow all previousinformation sent to the server to be available in the record. This 'pull'button will also document acceptance of patient care by thesucceeding provider.


87


FIRST ARRIVING FIREFIGHTERS ESTABLISH AND DOCUMENT CERTAIN PATIENTINFORMATION, A BLS-LEVEL ASSESSMENT AND SOME BASIC PATIENT CARE. AT

THE ARRIVAL OF THE ALS PROVIDER, THE FIRST RESPONDERS COMPLETE THETRANSFER OF CARE USING THE 'PUSH' BUTION. THE SUCCEEDING PROVIDER

THEN 'PULLS' THE INFORMATION FROM THE SERVER ACKNOWLEDGINGACCEPTANCE OF CARE. THE SUCCEEDING PROVIDER CAN NOW SEE ALLINFORMATION GAINED AND, AS YET ENTERED, BY THE FIRST RESPONDERS

INCLUDING PATIENT INFORMATION AND ANY ASSESSMENT AND TREATMENTSPERFORMED.

In practice, this will not always be so 'clean'. Policy will establish thatthe 'push' and 'pull' buttons must be activated to time stamp andacknowledge patient transfer. All other information will be added assoon as possible by the providers. Any time a succeeding provider

'syncs' all as yet entered previous provider information will be shown.

While all previously gained information is visible, only patientinformation may be changed by those who performed the care. Allassessment and treatment information will be read-only to succeedingproviders.

FIRST ARRIVING PROVIDERS DETERMINE AND DOCUMENT THE PATIENT NAME ASJOHN SMITH AS WELL AS OTHER INFORMATION SUCH AS ADDRESS, AGE, ETC.THE FIRST RESPONDERS THEN TAKE SOME VITALS AND PERFORM SOMETREATMENTS SUCH AS OXYGEN, SPLINT, ETC. THESE ARE ALSO DOCUMENTEDAND TRANSFER OF PATIENT CARE IS THEN ACCOMPLISHED. SUBSEQUENTLY,THE ALS PROVIDER, THROUGH FURTHER DISCUSSION DETERMINES THAT THE

PATIENT NAME IS REALLY JON SMYTHE. THE ALS PROVIDER MAY CHANGE THERECORD TO CORRECT THE NAME OF THE PATIENT. THIS NAME WILL THENAPPEAR AS THE PATIENT NAME IN THE RECORD. HOWEVER, SHOULD THE ALSPROVIDER THINK THAT THE OXYGEN RATE WAS WRONGLY DOCUMENTED BY THEFIRST RESPONDER HElsHE WILL NOT BE ABLE TO CHANGE THAT RECORD. THEALS PROVIDER MAY COMMENT IN THE NARRATIVE, BUT THE RECORD OF THEFIRST RESPONDER TREATMENT IS NOT CHANGEABLE.

When a provider wishes to print and process a report for a specificpatient, only that provider's information will appear and report.Previous provider's actions, units and personnel will appear on the'official' individual provider report and will be duly designated as such.However, when accesses or prints a report, the entire unified reportwill be seen including all units, personnel, assessments, treatmentsand narratives.

The assessment and treatments will be in chronological order and beannotated with Jhe name of the person providing the assessment



and/or care. Transfer of care will be shown in the chronology includingthe transferring provider and the receiving provider.

While each provider will enter their own data and lock it under thevalidation level assigned, there will be a utility by which QI can seewhich providers are responsible for incomplete records.

7 Go-live

When DOLF 2 has been completed and all remaining issues corrected, adate will be set for Go-live. Go-live shall constitute the use of the

ImageTrend Product and Services in Live Operations. The Go-live date shalltrigger the beginning of the annual Software Support period.

7.1 County ResponsibilitiesPrior to Go-live County shall complete the following tasks.

EquipmentCounty shall purchase and configure all hardware necessary for LiveOperations including Third Party Items and wireless and internetconnectivity.

ConfigurationCounty shall complete the configuration of the master system and allprovider configurations.

TrainingCounty will arrange for training for sufficient Users to make Go-liveeffective.

7.2 ImageTrend ResponsibilitiesImageTrend shall notify County when the system is ready for live Operations.This shall include all corrections required from DOLF-2 and any remainingsystem set-up issues.

8 System Testing

8.1 DOLF-1The intent of DOLF-1 is to test the basic functionality of Service and FieldBridges using the County set-up and configuration and a sample database.The DOLF-1 ATP shaii be developed by ImageTrend and approved by theCounty prior to the demonstration. The DOLF-1 ATP shall include, at aminimum the functionality recorded in the ImageTrend response to County


87


RFP #5551, Product Description Attachment A Also included in DOLF-1 willbe:

. Defibrillator Interfaces

. QA module w/messaging

. Basic reporting, Visual Informatics and MARS

County will construct, in advance of DOLF-1, a patient care record databaseagainst which to test these functionalities. County will also provide mobile

devices with broadband connectivity for installation and testing of the FieldBridge functionality.

8.2 DOLF - 2The intent of DOLF~2 is to demonstrate the entire ePCR system in a nearLive Operations environment including all Modifications and Interfaces.ImageTrend shall demonstrate the system as an integrated fully operationalProduct and Service.

Prior to DOLF-2, ImageTrend shall provide and ImageTrend and Countyshall mutually agree upon an ATP for DOLF-2. This plan shall include, at aminimum the items included in DOLF-1 plus the following Interfaces andModifications:

. Motorola Premier GAD Interface

. GEMSIS Integration

. Unified patient care record Modification

County will construct a patient care record database against which to testthese functionalities. County will also provide mobile devices with

broadband connectivity for the testing of the Field Bridge functionality.ImageTrend shall provide the Field Bridge mobile application software to bedownloaded on sufficient mobile devices to conduct the demonstration.

9 System Acceptance

System Acceptance shall be based upon two factors: the reliability test periodand the final ATP.

9.1 Reliability TestingThe reliability testing period will be a sixty (60) calendar day period that shallbegin upon the date of Go-live. The reliability test will ensure that thefunctions, successfully tested during DOLF-1 and DOLF-2, continue tofunction successfully under live conditions. In addition, reliability testing willbe used to ensure that the overall Product and Service meets the definedperformance criteria.


87


During the reliability test period, ImageTrend shall not make any Modificationto the system without specific authorization from the County.

At the end of the reliability testing period, the County will evaluate theperformance of the Product and Service based on any down timeexperienced and whether or not any Critical or High Priority issues havebeen documented and communicated. If no such issues have beendocumented the Product and Service shall be deemed to have successfullycompleted reliability testing.

Critical Priority Softare ErrorThis level of failure includes a critical software error, which severelyimpacts the ability of the County and its Authorized Users to recordpatient care information.

Examples of these Software errors are:

. Software lockup

. Data corruption caused by ImageTrend Software

. ImageTrend Software is inoperable due to one of the followingconditions:

.. Inability to enter new requests for service

.. Inability to assign a call to a unit

.. Inability to enter data not related to connectivity

.. Inability to lock or transmit a call

High Priority Software ErrorThis level of failure a non-critical Software error which does notprevent the user from opening or initiating a record, but which doesprevent the User from performing an entry, accessing a protocol,receiving integration data, or accomplishing system administrative

functions. These do not include cosmetic, documentation, reporting, orsimilar problems. These also do not include questions or inquiriesregarding the operation of the Software or its installation and training.

9.2 Final Acceptance TestingImageTrend will develop a modular Acceptance Test Plan (ATP) for eachSubsystem, Modification and Interface defined for this project.

Within the time period specified in the project schedule, ImageTrend shallsubmit each ATP to the County for the County's review and approval; suchapproval will not be unreasonably withheld. Most of the ATP's will be

87 Exhibit A - SOW FINAL A-25


0283

finalized for approval by the County during each defined DOLF. Each ATPwill detail the specific tests to be performed for the Subsystem, Modificationor Interface, and will include:

. Test Data Requirements (as applicable)

. Test Scenarios/Cases

. Test Success/Failure Criteria for each test case

Such ATP shall include appropriate test record forms or scripts, problemreport form and logging methods. The ATP shall state the methods to beused for testing and scope of testing.

The scope of testing shall encompass applicable steps for testing thefunctionality required by this Agreement and this SOW. Where applicable,the PRO for Modifications and Interfaces will include the ATP for the function.ImageTrend may elect to provide a separate ATP instead of including theATP within the PRO (such as if the PRO defines functions not required bythis SOW). Each module of the ATP is subject to the joint approval of theParties prior to testing of that Subsystem.

9.3 Additional ATPIn addition to the ATP developed for DOLF-1 and DOLF-2, the followingInterfaces and Modifications shall be developed and applied prior to SystemAcceptance.

. Billing Interface ATP (if requested and funded by providers)

. Data conversion (if requested)

9.4 Issue ManagementIf during any of the testing cycles the County determines that a Product orService does not perform in accordance with the ATP, the ImageTrend

Support Team shall be notified as described in this SOW, setting forth thedefects noted with specificity as requested by ImageTrend. Upon notificationof such a non-conformance, ImageTrend shall have a reasonable time toreproduce and verify it. Test failures for functions required by this SOW, asdocumented in the applicable ATP, will be managed according to thefollowing.

When reproduced and verified, ImageTrend will correct the non-conformanceby (i) developing and delivering a correction to the Subsystem Software, (ii)providing a temporary technical work-around, if reasonably feasible, or (iii) inthe case of problems that do not materially affect operation of the Subsystempursuant to the criteria set forth in the Acceptance Test Plan, providing afuture release of an Update to the Subsystem Software and/orDocumentation under the applicable Software Support agreement. Within



ten (10) business days after receipt of a correction, the County shall retestthe corrected function(s) and report any other non-compliance with the ATP.

Test failures for functions not required by the System Purchase Contract orSOW, or as documented in the applicable ATP, will be considered Warrantyor Support issues and will be managed under those procedures.

9.5 Final System AcceptanceFollowing the successful completion of the Final System Acceptance Testingcycle, the County and ImageTrend will generate a Final Project StatusReport that identifies any unresolved issues with the project.

If no uncorrected Critical or High Priority Software errors remain, the Countyshall provide a written Certificate of Final System Acceptance, which shallacknowledge that the System has achieved Final System Acceptance. Allother remaining issues will be prioritized and scheduled for resolution per theIssue Management section above.


87


Attachment A

As referenced in item 2.3.1 Service Bridge, the following is an excerpt ofImageTrend'sresponse to Ventura County's RFP #5551.

Product DescriptionThis response is comprised of three parts: the EMS Service Bridge, field clients (EMSField Bridge or TapChart) and the Patient Registry. The EMS Service Bridge is thecentralized EMS Data repository with full data management and reporting functionalitythat provides Web-based data submission by all

licensed EMS providers. The EMS

Field Bridge portion of the system is designed for the electronic collection of data in thefield with mobile platforms.

EMS Service BridgeImageTrend's EMS Service Bridge is a pre-hospital emergency centralized Web-baseddata collection, analysis and reporting system. It allows for secure access from anywhereat any time to authorized persons, which consists of all of these main functions asstandard features that are required for a successful implementation:

-A centralized, dynamic data warehouse with a scalable open architecture for today'sand tomorrow's requirements.

-Secure multi-tiered access to ensure and respect dataprivacy to HIP AA standards

-Web-based online patient run forms for data entryby all EMS providers

-DataPort with standard XML file formats to ensuredata migration and exchange with other existingsystems, applications and agencies (i.e. TriTech,Bio-Key, FirstWatch, Billing)

_ i 00+ standard reports and easy to use ad hocreporting with advanced query capabilities

-NHTSA v2.2.i (NEMSIS gold compliance), as well asindividualized data elements; NFIRS also available

-Built-in Data Validity Scoring to ensure data quality-Protocol Manager Function that allows for a readily

available and easily maintained reference documents,links, procedures, forms, etc.

-A Medical QA module that provides for incident review and action to improvehealth care

-Robust data analysis with the standard reporting function as well as data mining andcubing with the optional advanced Visual Informatics reporting module

-Staff Scheduling module-Integrations to CAD and billing as contracted-Optional modules:

oGeo-Mapping for geographical plotting of incident dataoComputer based training for EMS professionalso Visual Informatics for advanced reporting with data mining technique

Exhibit A - SOW FINAL A-28 ,.

B7


0286

EMS Service Bridge Data EntryThe EMS Service Bridge provides eachservice in the County with their own serviceview that gives them the access to online runreporting, a run history, staff tracking, andreporting. As a Web-based application datais entered via an online form that can beaccessed from any internet connection at anytime. This form replicates a paper patientcare report (PCR) with all fields for datacollection. Many features for simplifying dataentry are standard. These are quick pick lists,defaults, and most importantly an automaticnarrative.

Service AdministrationThe administration will have the ability to administer their service through a series ofsetup screens and functions.

The service can set up their service information from this screen, including contactinformation and customized resource lists. The custom defined resource lists allow aservice administrator to setup lists including:

_Destinations

-First Responder Agencies

-Responding Units

-Diverted to Facilities

This gives EMTs consistent, easily selected choices while filling out a run form.

The staff directory allows the service administrators to set up crewmembers that wilhave access to the system or that wil be available in the list boxes on the online run formallowing quick selections. This includes entering the certification numbers to expedite thedata entry process.

Run History allows the user to search runs by incident number, response number, date,time and validity (%) and then view them. The search results page can be sorted by anyof the tabs at the top of the columns by clicking on the tab. The full run form can be openby selecting a result.

EMS Service Bridge System ArchitectureThe overall architectural design of the EMS Service Bridge and the EMS Field Bridge isan open scalable database structure that supports full functionality with ease of expansionas requirements grow and change. The following overview is further detailed in theenclosed set of user and administration manuals.

The EMS Service Bridge consists ofthe data repository based upon the NTHSA V2.2.1uniform data set (NFIRS also available) and functional modules:

-Security Module for system and data access control-DataPort for data exchange

Exhibit A - SOW FINAL A-29t 87


eStandard Report Writer for querying and reportingeProtocol11anagereQuality Assurance (optional)e Visual Informatics advanced reporting with data cubing techniques (optional)eEMT/Paramedic Certification Tracking (optional)

The open, scalable architectural design allows for system configuration to exactspecifications, as well as further implementations so that existing systems can be upgradedand wil not require replacement. All system functional modules are designed for ease ofunderstanding and use.

The data repository is Microsoft SQL based and designed to support the expanding anddynamic requirements ofthe EMS community. These requirements include, but are notlimited to, system-wide quality improvements identified through tracking of

trends and

procedures, benchmarking of specific indicators for compliance and public health issues,and a non-redundant data flow and sharing between concerned agencies from the local tothe Service to the national leveL. The NHTSA V2.2. i uniform data set populates thedatabase hosted at ImageTrend's secure facilities. All fields ofthe data set are availablefor reporting and exchanging with other agencies and applications.

Electronic data entry, whether via the Webor with the E11S Field Bridge in the field,supports ease of collection and ensures non-redundant entries, while being workfoworiented. The data can originate from

CAD, drivers' licenses and medical devices,or quick-pick entries in the field as ithappens. This data collection constitutesthe incident level and can be posted to thedata repository. From here the data isavailable for querying, comparing, reportingor sharing.

The multi-tiered security module incorporated into this application meets HIP AA

guidelines and has been reviewed by HIP AA officers of various organizations with apositive outcome. The reporting and auditing functions ofthe application's proceduresallow for complete safeguarding and immediate notifications of any attempted breaches.This provides for data access only through assigned permissions and ensures that onlythose intended see their data and can access it for reporting.

The DataPort technology uses Xl file format standards to ensure data exchange with avariety of applications and agencies. Data exchange between systems is necessary toassure completeness of the data set and to eliminate redundant entries throughout thecommunity to the national leveL. Data from CAD or medical devices can be imported aswell as data exports to other systems or agencies to satisfy a variety of reportingrequirements.

The open and modular architectural design of the system facilitates the addition offunctionality as new needs arise and budgets allow. There are several functional modulesavailable. Several are included in the base system offered and others are offered as


87


options.Compliance with National EMS DatabaseImageTrend is NEMSIS gold compliant and based upon the most current version of theNHTSA data set, which is Version 2.2. i. ImageTrend is committed to supporting thenational data set, since we understand the importance of a national data set and its positiveimpact on convenient data exchange and the potential role that EMS data plays inimproving health care. As such we have Gold Vendor Compliance Certification.

The release of the national NHTSA v2.2. i data set certainly has done much for thestandardization of pre-hospital data and improving communications. Although embracedby a consortium of States, they have also determined a need for some additional dataelements. So the NISE (pronounced "nice") codes have evolved. NHTSA ImplementedState Enhanced codes have been defined by ImageTrend in conjunction with the State usercommunity. NISE brings further standardization and practicality to the NHTSA dataset.An example would be a further clarification ofthe NHTSA v2.2.i 'Skin Assessment' with'Rash' from the NISE code set. Another good example would be the NHTSA code fordrowning, which NISE delineates into salt or fresh water. These NISE codes are thenavailable in EMS Bridge products from the quick pick lists.

In the continuing effort to streamline and improve communications, the NISE code wilalso be supporting selected NFIRS, Trauma and biling codes.

Hospital DashboardOne of the popular features available for theEMS Service Bridge is a Web-basedHospital Dashboard, which provides foronline viewing of the EMS pre-hospitalpatient care report. The application can beaccessed from any browser using theappropriate permissions, so that searching,viewing and data entry can be accomplishedfrom any computer with internet access,making the system available to all necessarypersons from anywhere and at any time. TheHospital Dashboard offers an up-to-theminute electronic Arrival Board providing big screenviewing in the ER of pending arrivals and theirconditions by the receiving hospitaL. Hospitals

display all incoming incidents, allowing them toprepare for incoming patients.

The security module ensures patient data privacy by allowing each hospital access to onlythose PCR's of patients delivered to that facility. Once an authorized individual haslogged in using the hospital access code, a run history is available for all incidentsdelivered to that facility as well as recent activity. Clicking the PDF icon will open thecompleted PCR for viewing. The PDF can also be downloaded and saved locally for reuseand inclusion in hospital records as attachments

ScalabiltyImageTrend systems are designed with open, scalable architectures and modular

S 7 Exhibit A - SOW FINALA-31


0289

functionality. Functional modules can be added at any time, and if functionality is desiredthat does not exist, it can be designed as a module. All system additions are designed andtested on development servers to ensure desired functionality and full functionalinterfacing with existing functionality. This also allows the client to review and performfinal acceptance prior to going live. Thus allowing the systems to grow as needs, budgetsand hardware capabilities allow, providing for continual progression.

Another consideration of scalability is the user and data volumes. ImageTrend systemsare designed for high volume and traffic applications over years. The EMS Service Bridgesystems are designed as a centralized data warehouse for EMS pre-hospital data collection,analysis, and reporting.

This solution provides:-System access for the public to locate information on the nearest ambulance service.-Limited information access to the ambulance volunteer or paramedic in the field to

their personal data and the ambulance runs they perform.-The ambulance service manager has access to all of

the data on all ofthe runs that

are handled by his or her service (200 to 50,000 runs annually.-The county administrator has access to all ofthe rus for his or her county.

ImageTrend's familiarity with all sizes of EMS reporting systems is reflected in our

diverse list of clients, ranging from services with fewer than 200 runs per year to stateswith hundreds of thousands of runs per year.

Audit TrackingThe Service Bridge has the capability to audit any fields that were updated on the EMSrun form once the run has been marked completed. In addition, system administrator canrequire users to list the "reason" for viewing existing online reports, for generating anypeR reports, and all submissions ofthe run form allowing a more enhanced audit history.User information is tracked when accessing the secure portion ofthe application. IPaddress, User il, date/time, browser information, along with information on each file

accessed, is all tracked within a separate database, which is kept for a period of time forreporting purposes and audit trails.

The reporting and auditing functions ofthe application's procedures allow for completesafeguarding and immediate notifications of any attempted breaches. This provides fordata access only through assigned permissions and ensures that only those intended seetheir data and can access it for reporting.

Data Conversion and IntegrationsImageTrend's goal in any solution is to streamline data flow and maximize data usage.The NEMSIS XM Gold standard data exchange methodology has been successfullyimplemented in numerous solutions and with many different vendors. To accomplish thiswe have a team that thoroughly investigates the existing data and requirements anddevelops a plan of integration for ongoing data communications between systems or a dataconversion plan for those instances when a singular import of existing data into the newdatabase is required. In either of these instances the file import method, dataporttechnology and accurate mapping are the keys to success.

These interfaces wil be fully reviewed for implementation requirements, after which adetailed implementation and acceptance will be presented. Even in the case of standard

Exhibit A - SOW FINALA-32

,'l

I I?


0290

interfaces, ImageTrend reserves the right to fully review all requirements, as it has beenour experience that even standard products from vendors often have variances that maynot be thoroughly documented.Every client has a unique set of interfaces that define their system and configuration;therefore not all interfaces may be available for their specific versions. Even if

we do not

have a specific integration available, as integration experts we fully understand the issuesinvolved and will prepare a detailed plan for successful implementation within reasonabletimelines.

Cardiac Monitor IntegrationImageTrend currently integrates with ZOLL, Physio Control, Philips and WelchAllyn cardiac monitors. The data types that the EMS Field Bridge currentlycaptues are based on what the manufacturer exports (these are configurablethrough an administration screen). These include: 12-Lead Analysis,Defibrillation, ETC02, Heart rate, Invasive blood pressure, Noninvasive bloodpressure, Respiratory rate, and SP02. Each entry is imported and saved as a newentry within the Vitals/Treatments section of

the EMS Field Bridge, which also

appears on the PCR. In addition, the original manufacturer file is dynamicallysaved as an attachment in the specific incident. This allows the end-user to beable to view six-second waveform strips, as well as related waveforms for eachvitals record at any time in the future. These can also be synced up to the ServiceBridge for viewing at any time using the manufacturers' code reviewingsoftware.

CAD Integration (optional)-Dispatches are XML fies that contain full or partial run information that are

automatically recognized by the ImageTrend EMS Field Bridgeapplication. A file with extension .xmd will open automatically andpopulate a run form with the information that is contained within the file.

-Any dispatch files that have been placed in the dispatches directory underthe EMS resource folder wil show up under Dispatches in the BrowseIncidents window. Dispatches can be placed there either manually or bya CAD system.

-The sample XML file can be found by installing the ImageTrend EMS FieldBridge and examining the Dispatches Folder.

Billng (optional)

ImageTrend's software fully supports integration with the Ortivus Sweet billingsystem, RescueNet Biling, Digitech, ADPI and others based upon XM dataexchange. In some cases we utilize CSV data exchange to support other bilingintegrations.

Other IntegrationsImageTrend DataPort technology allows for the integration and exchange of datathrough multiple methods. This includes the transferring, processing andimporting of data files. The DataPort is the gateway for how data is received andprocessed between applications.

In order to effectively implement a robust data processing tool, the applicationmust be able to collect data from disparate systems and in multiple formats to


87


0291

ensure the most widely acceptable and cost effective solution.

The process of importing data involves a set of routines that functionindependently of one another to issue fast and accurate data transferrng andimporting.- Receiving

_ Transferring

_ Processing

_ Importing (via one ofthe aforementioned methods)

The DataPort can be configured to assist in the retrieval of data, process andformatting, transferring, and importing, or any combination in-between. This canbe accomplished automatically by the system or with user interaction.

Quality ManagementThe QA mechanisms in the EMS Service Bridge gobeyond validity, and allow services and MedicalDirectors to track, review and comment on all incidentswithin their service. To start, the system containsnumerous standard QA reports that allow services toreview and quickly determine the quality of runs beingentered by their emergency technicians. Additionally,each run can be assigned a status. This list is dynamic,and can be added to, or modified at any time. This mayinclude statuses for: In Progress, Completed, Submittedfor Review, Needs Review, Reviewed/Sign Off, Billed, etc. User can search andreport on status of all runs.

If a run is determined to need follow ups with emergency personnel, the medicaldirector or other service administrators can record a note with a run. They canspecify the specific individuals to send the note to. Users are automaticallynotified upon entering the system that they have unread notes. Thesecorrespondences are tracked within the system with no limits on the number ofnotes attached to the run, for ease of review by the administrator or the MedicalDirector. Users with unread notes can reply to these just like emaiL.

In addition, runs can be locked from editing, in order to maintain the integrity ofruns that have been submitted or biled. Administrators have the ability to lock orunlock runs at any time. This can also be set on a schedule, for example, all runsolder than 7 days are locked automatically by the system.

Staff Management ModuleThe Staff Management Module enables services to not only maintain completestaff profiles, but also develop training reports and manage certifications.

-Staff Listing-Individual Staff Profile-Add Staff-Certification Management-Training Report


8'1


Report WriterImageTrend's Report Writer allows you to dynamically create, display, and storestandard as well as ad hoc reports. The EMS Service Bridge provides over 100standard reports at your fingertips, and also gives you the power to create anddisplay reports of your choice.

The EMS Service Bridge Report Writer also allows you to schedule the reportgeneration on regular intervals and have these then distributed via email to a pre-determined list of recipients.

User InterfaceChoose from multiple display methods including a row/column report or singlerecord display per page. Database search criteria can be selected on a field levelbasis allowing you to define exactly the fields you want. User-defined headers,sorting, and grouping give you the ability to display search results using anumber of options. Reports can be saved for later review or editing, and also asstatic content as a HTML file, Microsoft Excel, Word, CSV, or PDF document.

User security is strictly enforced to only allow users to report and viewinformation that they have rights to. Additionally, based on your permissiongroup, you will have rights to the following report functions;

-Define Data Set

-Choose Field Properties-Define Selection Criteria-Report Layout Options-Display Options-Saving and Scheduling Reports-Setting up Permission

Ad Hoc ReportsThe Report Writer allows you to dynamically create, display, and store ad hocreports. This gives you the power to find and display the data that you wantwithout relying on static reports that may not have the data that you need. Thereport writer encompasses a single reporting tool that gives you complete controlof data output and display.

Administra tionAdministration of the Report Writer involves the complete setup, display, andmanagement of reports. System administrators can:

_ Manage Reports

-Manage Report Categories-Setup Tables and Field to be Reported on-Setup Table Relationships

-Create Formulas-Schedule Automatic Generation of Reports-Automatic Distribute Reports via Email

This allows administrators to assign public/private access to individual dataelements as required.

Exhibit A - SOW FINAL A-35s,


Attachment B

System Specifications

Network Requirements

Networking: Any TCP/IP Network may be used, including wired and wirelesstechnologies. An Internet connection to the server may be required for remote access andremote data posting.

EMS System Requirements

EMS Service Bridge Requirements

The following is not required if hosted by 1m age Trend:

Web/Application Server

Required:2 GHz Processor4GBRA40 GB Available Hard Disk Space

Recommended:Dual Quad Core Processors8-16 GB RA100 GB Available Hard Disk SpaceRAID 5 SCSI Hard Drives with OS and Data Partitions

Image Trend Hosted:Dual Quad Core Processors32 GB RASAN Data StorageBlade Servers with Microsoft Hyper-V

Operating Systems SupportedMicrosoft Windows 2003 ServerMicrosoft Windows 2008 R2 Server (recommended)

Web Server SoftwareMicrosoft LIS version 6.0 or later

Additional Service SoftwareMicrosoft .NET Framework 3.5 SP1Microsoft Tablet PC SDK

Additional Application SoftwareAdobe ColdFusion 9 Enterprise

Database Server (Separate database servers)Hardware


8' ; r).""'~;'

Santa Cruz County EMS Agency Contract # 1818ImageTrend Electronic Patient Care Record System Agreement 0294

Required:2 GHz Processor4GBRA20 GB Available Hard Disk Space

Recommended:Dual Quad Core Processors8-16 GB RA50 GB Available Hard Disk SpaceRAID 5 SCSI Hard Drives

Software (64-bit recommended)Microsoft SQL Server 2005

Microsoft SQL Server 2008 (recommended)

Internet Browser Requirements for End UsersMicrosoft Internet Explorer 7.0 and aboveOther browsers that support Mozilla 4.0 and aboveAdobe Flash 8 or higher (recommended)Adobe Reader 8 or higher (recommended)

EMS Field Bridge Requirements

Hardware:Desktop, Laptop or Tablet PCs with:Required:500 MH Processor512 MB RA200 MB Available Hard Disk Space

Recommended:1 GHz Processor2GBRA600 MB Available Hard Disk Space802.11 wireless

Optimal:1.5 GHz Processor4GBRA1 GB Available Hard Disk Space802.11 wirelessBluetoothGPRS/CDMA cellular modem

Operating Systems SupportedMicrosoft XP, XP, Tablet PC Edition 2005, Vista, Windows 7

Screen Resolution Supported1024 x 768 or greater


81


Additional SoftwareMicrosoft .NET Framework 3.5 SPlAdobe Flash 8 or higherAdobe Reader 8 or higher



0296


Exhibit B

Pricing

S 1 Exhibit B - PricingB.1



Exhibit B - Pricing B-2

0297

87

..


0298

Exhibit B - System Pricing

Year 1 Costs

ImageTrend EMS Service BridgeService Bridge License...... ........ ....................................... .., ..... $25,000Hospital Dashboard .......... ..................... .............. ................ .... IncludedFirst Year Support.......................................................................$4,000

State Bridge Total..............................................................................$29,000

Visual Informatics

Visual Informatics License ........................................................$24,000First Year Support.......................................................................$3,840

Visual Informatics Total....................................................................$27,840

MARS (Mapping and Reporting System)MARS First Year Support ...........................................................$5,000

MARS Total..........................................................................................$5,000

CAD IntegrationCAD ..........................................................................................$10,000First Year Support.......................................................................$1,600

CAD Integration Total........................................................................$11,600

ImageTrend Field BridgeField Bridge License ...................... ......... ......... .......... ............... $25,000First Year Support.......................................................................$4,000

Field Bridge Total..............................................................................$29,000

Service Bridge Annual Hosting ........................................................ $12,000

Installation & ImplementationPilot Phase Monitoring, Testing and Hosting .............................. $5,000Planning and Kickoff Meetings....................................................$5,000Initial Training Days - 6 Days .....................................................$6,000

Installation & Implementation Totai.................................................$16,000

TravelPlanning and Kickoff Travel................ ........................................ $3,000Training Travel.................. ........ ...... ..'............................. ............. $3,000

Travel Total .......................................................................................... $6,000

nl' Exhibit B - PricingB-3

" ~


Software Escrow........................................................................................... $0

Change Order Rate (Out of Scope Custom Development)Subject to mutual agreement

$110/hour

Year 1 Grand Total ........................................................ $136,440

On-going Costs

Term 1

Years 2 through 3, inclusive, are part of the 3-year term and the fees are fixedas indicated below.

Year 2

Service Bridge Support............ ........ ................................................ ...... $4,000Visual Informatics Support.....................................................................$3,840MARS Support.. ... ...................... ...... ...... ......... ....... .., .... ..... .............. ...... $5,000CAD Support .........................................................................................$1 ,600Field Bridge Support........ ..................... ............................. ...... .............. $4,000Service Bridge Hosting ........................................................................$12,000Year 2 Total........................................................................................ $30,440

Year 3

Service Bridge Support....................... ..... ..................... .... ....... .............. $4,000Visual Informatics Support..................................................... ................ $3,840MARS Support................. .............. ....... ....... .., ...... ..... ....................... ..... $5,000CAD Support ......................................................................................... $1 ,600Field Bridge Support......... ................. ........ ................... ......................... $4,000Service Bridge Hosting ........................................................................ $12,000Year 3 Total........................................................................................ $30,440

Term 1 Total................................................................... $197,320

There may be up to three (3) 2-year extensions of the contract. The followingrates are the basis for the ensuing contract extensions starting at Term 2 andare subject to the pricing escalation factors listed below.

Pricing escalation factors:

a.lmageTrend reserves the right to reevaluate and potentially increase theongoing support services rates for the subsequent years, starting with 87

Exhibit B - PricingB-4


0300

Term 2. The increase shall not, however, exceed inflation. Inflation shallbe defined by the Consumer Price Index (CPI-U) from the Department ofLabor's Bureau of Labor Statistics for the Minneapolis-St. Paul, MN-WIurban areas for the published 12 months prior to the term for which therates may be adjusted. Rates established under this method are thengood for both years of the subject term. Subsequent terms (i.e. 3 through4) are based on the immediate previous term's rates.

b.AII hosting fees are based upon anticipated usage and include an averageof 3GB Bandwidth and 30GB Storage. These fees are subject to annualusage audits, which may affect future fees at an increase of$15/GB/month for Bandwidth and $15/1 OGB/month for Storage.

c.At least 120 days prior to the end of each contracted term ImageTrend willestablish and communicate to County any of the anticipated increasesallowed above. The intent is to allow County 30 days before themandatory notification of Agreement non-renewal to review the costincreases.

Term 2 (Years 4-5)Service Bridge Support.. ................. .................... ....... ........ ..... ....... ........ $4,000Visual Informatics Support.....................................................................$3,840MARS Support.. ........... .......................................................................... $5,000CAD Support ......................................................................................... $1 ,600Field Bridge Support............................................. ................................. $4,000Service Bridge Hosting ........... ............................................................. $12,000Annual Total (each year) ................................................................... $30,440Term Total.......................................................................................... $60,880

*plus increases (if any) for inflation, bandwidth and storage allowed above.

Term 3 (Years 6-7)The respective costs in Term 3 are based upon the final costs determined forTerm 2 plus any related increases pùrsuant to the escalators describedabove.

Term 4 (Years 8-9)The respective costs in Term are 4 based upon the final costs determined forTerm 3 plus any related increases pursuant to the escalators describedabove.

87Exhibit B . Pricing

B-5


Payment Terms:

a. Payment Terms are net 30 days and based upon Exhibit C Milestones.b. The recurring Annual Fees will be billed annually in advance.c. Refer to Agreement Section 3, Compensation for additional payment

terms.

Cooperative Use of Contract: Any Contract resulting from this solicitationshall be for the use of the Santa Cruz. In addition, public and nonprofitagencies that have entered into a Cooperative Purchasing Agreement withthe Santa Cruz's Department of procurement are eligible to participate in anysubsequent Contract. The parties agree that these lists are subject to change.Any such usage by other municipalities and government agencies must be inaccord with the ordinance, charter and/or rules and regulations of therespective political entity.

Any orders placed to, or services required from, the successful Contractor(s)will be requested by each participating agency. Payment for purchases madeunder this agreement will be the sole responsibility of each participatingagency. The County shall not be responsible for any disputes arising out oftransactions made by others. Contractor shall be responsible for correctlyadministering this contract in accordance with all terms, conditions,requirements, and approved pricing to any eligible procurement unit.

87Exhibit B - Pricing

B-6



Exhibit C

Deliverables Schedule

Exhibit c- Deliverables Schedule

nl'



Exhibit C- Deliverables Schedule87

, ..


Exhibit C - Project Deliverable Schedule & Milestones

Notes:*The delivery ofthese Deliverables will be in accordance ofthe Project Plan.

Exhibit C- Deliverables Schedule

~1



Exhibit E

EMS Patient CareRecord Use Policy

Exhibit E - EMS Patient Care Record Use Policy

..

87

0306

County of Santa Cruz

HEALTH SERVICES AGENCY

POST OFFICE BOX 962,1080 EMELINE AVENUE SANTA CRUZ, CA 95061-0962

(831) 454-4120 FAX: (831) 454-4272 TOO: (831) 454-4123

EMERGENCY MEOICALSERVICES

EMS Patient Care Record Internet Usage Policy(Confidentiality and Privacy Agreement)

Purpose

The Santa Cruz County Emergency Medical Services Agency's Patient Care Record (PCR) system is an internet-browser-based application that enables users to enter PCRs from any registered PC (and authorized work site).Because the system is internet based, it is especially important that users are aware of policy considerations anda'ppropriate use.

System Security

Users access the system with an internet browser and sign into the system with a unique user name and password.Sharing of passwords is strictly prohibited. Users may change their passwords at will and are asked do so any timetheir password becomes known to another person. For HIPAA compliance, users are asked to change theirpasswords at least once every 90 days.

Patient Record Confidentiality

The PCR will be completed for every patient contact in accordance with Policy No. 1170. This is a permanent legalmedical record for prehospital care. Patient care records document all aspects of the patient contact including careprovided or refusal of care, communicate patient information to other health care providers, are necessary for billingpurposes, and serve as the basis for quality improvement. Due care must be taken to ensure that patient informationremains confidentiaL. Patient confidentiality means that the personal andlor medical information about a patient willnot be shared with a third party without the consent of the patient.

Patient Record Transfers - Print and Fax

Users print PCRs for their own ambulance or fire agency as directed by their employer, and as required for qualityimprovement purposes. "Print for Signature" copies show the date, time, and name of the person who prints thePCR. This document footer represents an electronic signature when printed by the Patient Medic, making itunnecessary to sign the PCR. Medics may also use the "Print for Signature" function to fax a PCR to pre-designatedconfidential fax machines at the hospital emergency rooms.

Brief Overview of HIPAA

HIPAA protects individually identifiable health information (IIHI). IIHI includes information that is created andlorreceived by a health care provider such as the County Health Services Agency. It relates to the condition of anindividual, the past, present or future condition, either physical or mental. IIHI identifies the individual or has enoughinformation in it to identify an individuaL. Examples: Patient Name, Address, Phone Number, Date of Birth.

Protected health information (PHI) is IIHI that is created or maintained by a covered entity (such as the County

Health Services Agency or their business associates (including ambulance, fire, and hospital staff who access EMSpatient care records). It may be kept electronically (filed in the patient care record system) or stored in a filingcabinet or in special folders, etc. PHI includes information that is on paper, in a computer, talked about, in a fax, inan email, sent through a messaging system, or any other way that information is transmitted.

S thibit E - EMS Patient Care Record Use Policy

E-1

0307Civil and criminal penalties include but are not necessarily limited to State law penalties as well as the HIPAAFederal Enforcement Rule, which allows for up to $250,000 and 10 years in prison for obtaining or disclosing PHIwith the intent to sell, transfer, or use for commercial advantage, personal gain, or malicious harm.

Receipt of Policy and Agreement to Comply

The User's Signature below acknowledges receipt of this policy for EMS Patient Care Record Internet Usage andagreement to comply with this and all related confidentiality policies required by the County of Santa Cruz and theuser's employer regarding patient information, including HIPAA. This documents you have received trainingregarding patient confidentiality (including HIPAA) and that you understand your responsibilities and obligations toproperly protect and secure protected health information.

Signature: Date:

Print Name: License #:

Current Employer(s) within Santa Cruz County EMS:

Users and/or their employers please keep a photocopy for your records. (Form Version October 2011)

E-2 87Exhibit E - EMS Patient Care Record Use Policy



Exhibit F

Escrow Agreement

Exhibit F - Escrow Agreement

~1

0309

Escrow Agreement between ImageTrend, Inc. and Iron Mountain

TWo-PARTY ESCROW SERVICE AGREEMENT

Deposit Account Number: _27976

1. Introduction.

This Escrow Service Ageement (the" Agrtoement") is entered into by and between 1mageTrend, Inc., located at 20855Kensington Blvd Lakeville, MN 55044 (the "Depositor") and Depositor's affiliates and subsidiares and by Iron MountainIntellectil Propert Maagement, In. ("Iron Mountain") on ths 29th day of July, 2005 (the "Effective Date").Depositor and Iron Mountain may be referred to individualy as a "Party" or collectively as the "Pares" thoughut thsAgreement

The use of the teII "Servces" in ths Agreement shall refer to Iron Mounain Services tht facilitate. the creation,

management, and enorcement of softare and/or other technolog escrow accounts as described in

Exhbit A attched

hereto. Depositor shall request Services under this Agreement (i) by submittin a work request associated for certin IronMounin Escrow Services via the onle portl maintained at the Website located at www.ironmountainconnectcom orany (lther Website or Web pages owned or con.trolled by Iron Mountain tht are lined to tht Website (collectively the"Iron Mountain Wehsite"),or (ii) by submiting

a wrttn work request attched hereto as Exhbit A (eac individually,

a "Work Request"). The Paes deire this Ageement to be supplement to the License Agreement and pursunt toChapter 11 United States (Bariptcy J Code, Section 365(n).

2. Depositor Responsibilties.

(a) Depositor shall provide all information designated as required to fufill a Work Request ('Required Information")and may also provide other information (" OptionaJ Information") at Depositots discretion to assist Iron Mountain inthe fulfillment of requested Services.

(b) Depositor must autorize and desigate one or more persons whose action(s) will legally bind the Depositor("Authorized Persn(s)" who.shall be identified

in the Autorized PersonslNotices Table of ths Ageement) and

who may manage the Iron Mountain escrow account thoug the Iron Mounin Website or via written Work Request

AuthorizedPerson(s) wil maintain the accuracy of their name and contact inon'ation provided to Iron Mountain

dur the Term of ths Agreeent (the "DepOsitor Information").

(c) Depositor may enroll one or more beneficiaries ("Beneficiar") under th Ageement to enroll a Beneficiar,Depositor will either (i) execute and submit to Iron Mountain a Beneficiary Enrollment docunient,referenced in thsAgreement as Exhibit E, listing each beneficiary to be enrolled as a Beneficiary under the Ageement or (ii) enroll theBeneficiary via the online portal maintained at the Website located at "''''.ironmountainconnectcom. Upon IronMounin's receipt of Exhibit E or any additional Exhibit E thereto, Iron Mountain váll issue an enrollment letter

to

the Beneficiar. Depositor shall use commercially reasonable effort to assue that all Beneficiary informationcontained in Authorized Personsotices Table of each Exhibit E submitted to Iron Mountain is curent.

(d) Depositor shall make an intial deposit that is complete and fuctional of all proprieta technology and othermaterials covered under ths Ageement CDeposit Material") to Iron Moiitain with niety (90) days of theEffective Date. Depositor may also update Deposit Material from time to time durin the Term of th Agreementprovided a minium of one (i) complete and fuctional copy of Deposit Material is deposited with Iron Mountain atall times. At the time of each deposit or update, Depositor will provide an accurate and complete description of allDeposit Material sent to Iron Moiitain via the Iron Mountain Website or usig the form attched hereto as Exhbìt B.

(e) Depositor represents that:(i) Depositor lawfully possesses all Deposit Material provided to Iron Moiitain under this Agreement free of any

liens or encubrances as of the date of their deposìt Any Deposit Material liens or encumbrances made after

their deposit will not prohibit, liit, or alter the rights and obligatìons of Iron Mountain under

this Ageem ent;

(ii) Ali Deposit Material is readable and useable in its then curent form. If any portion of such Deposìt Material isencryted, the necessar decryption tools and keys to read such material are deposited contemporaneously.

3. Iron Mountain Responsibilties.

(a) Iron Mountain agees to use commercially reasonable effort to provide the Services requestd by AutorizedPerson(s) representin th Depositor in a Work Request and permitted requests from a Beneficiary. Iron Mountainmay reject a Work Request (in whole or in part) that does not contain all Required Inormation at any time uponnotifcation to the Party originati the Work Request.

(b) Iron Moiitain will conduct a deposit inspection. upon receipt of any Deposit Material and

associated Exbìt B. If

Iron Mountain determines tht the Deposit Material does not match the description provided by Depositor representein Exbit B attched hereto, Iron Mountain will provide Depositor with notice by electronic mail, telephone, or

reguar mail of such discrepancies Iron Mounta ",ill work diectly with the Depositor to resolve any such2-21105 NA Page 1 of 10F-1

Exhibit F - Escrow Agreement8'(

0310

discrepancies prior to accepting Deposit Material. Iron Mountain will provide Depositor with notice from time totime dur the first ninety (90) clys from the Effective clte as a reminder that submission of initial Deposit Materialis requied.

(c) Iron Mountain will hold and protect all Deposit Material in physical and/or electronic vaults tht are eithr owned orunder the direct control of Iron Mountain.

(d) Iron Mountain retain the right to terminte ths Ageement, retu all Deposit Material submittd by Depositor and

retain all accred Services Fees paid herewider if Depositor is not able - with niety (90) calenda clys - to provide

an Exhbit B that matches Deposit Material received by Iron Mounin.

4. Payment.

Depositor shall pay to Iron Mountain all fees as set fort in the Work Request form attched hereto as Exhibit A ("ServceFees"). Except as set fort below, all Service Fees are due to Iron Mowitain within thirt (30) calenda clys from the clteof invoice in U S. curency and are non-refundable. Iron Mountain mayupclte Service Fees with a ninety (90) calendacly writtn notice to Depositor durin the Term of

ths Ageement. Depositor is liable for any taxes relate to Services

purchaed under ths Ageement or shall present to Iron Mountain an exemption certificate acceptable to the taxngauthorities. Applicable taxes shall be billed as a separate item on the invoice, to the extnt posible. Any Service Fees notcollected by Iron Mounin when due shall bear interest

until paid at a rate of 1.25% per month (15% per anum) or the

maxmum rate permittd by law, whichever is less. Delinquent accounts may be referred to a collection agency. The non-performance of any obligations of Depositor to deliver Deposit Material under the License Agreement or th .Ageementnotwithstnding, Iron Mountain is entitled to be paid all Service fees tht accrue dur th Term of th Ageement. Ali.Serv ice Fees will not be subject to offset except as specifically provided hereuder.

5. Term and Termination.

(a) The initial"Term" of th Ageement is fora period of one 0) year from the Etlective Date and will automatically

renew for additional Terms and continue in fu force arid effect until one of the followig

events occu: (i) Depositor

provides written insttions of their intent to cancel th Ageement withn six (60) days to Iron Mountain; or (ii)Iron MOlltain provides a six (60) day writtn notice to the Depositor and Beneficiary Authorized Person(s) tht .itcan no longer perform the Services under this Ageement.

(b) In the event ths Ageement is terminated wider Section 6(a)above, Depositor

may provide Iron Mountain with written

insctions authorizin Iron Mounin to forward the Deposit Material to another escrow company and/or agent or

other designted recipient. IfIron Mountain does not receive written insttions within sixy "(60) calenda days after

the clte of the notice of term ination, Iron Mountain shall retu or destroy the Deposit Material.

(c) In the event of the nonpayment of Service Fees owed to Iron Mountain Iron Mowita shall provide Depositor ,,;othnotice by electronic mail and/or regular maiL. Iron Molltain shall have the right to notify any and all Beneficiaresemolled under ths Agreement of nonpayment of Service Fees.

Depositor and any emolled Beneficiary shall have the

right to make th payment to Iron Mounin to cure the default. If the past due payment is not received in full by Iron

Mountain with thy (30) calenda days of the date of such notice, then Iron Mountain shall have the right to

terminate this Agreement at any time thereafter by sending notice by electronic mail and/or regular mail oftermination to Depositor and emolled Beneficiares. Iron Mountain shall have no obligation to tae any action underth Agreement so long as any Iron Mountain invoice issued for Services rendered under this Ageem

ent Temain

uncollected.

6. General Indemnity.

Each par shall defend, indemnify and hold harless the others, therr corprate affiliates and therr respective offcers,directors, employees, and agents and their respective successors and assign from and against any and all claims, losses,liabilities, damages, and expenses (includ, without limitation, reaonable attorneys' fees), arising under this Agreementfrom the negligent or intentional acts or omissions of

the indemnifying Par or its subcontractors, or the offcers,

directors, employees, agents, successors and assign of any of them.

7. \Varranties.

(a) Iron Mountain AN AN ALL SERVICES PROVIED HEREUNDER SHAL BE PERFORMD IN AWORKMANIKE MANNER EXCEPT AS SPECIFED IN THIS SECTION, ALL EXRESS OR llvlPLIEDCONDITIONS, REPRESENATIONS, AN WARIES INCLUDING, WITHOm LIMITATION, ANIMPLIED WARIES OR CONDITONS OF MERCHA1TABILITY, FITSS FOR A PARTICUARP1ÆOSE, SATISFACTORY QUALITY, AGAmST lNRlGEME1T ORARSINGFROMA COURE OFDEALING, USAGE, OR TRlilE PR.ACTICE, AR HEREBY EXCLUDED TO THE E.XTENT ALLO\VED BYAPPLICABLE LAW AN AGGRIVED PARTY MOST NOTIFY IRON MOlln Am PROMPTLY OF AN

Page 2 of 102-21105 NA

F-2

S1 Exhibit F - Escrow Agreement

"

0311

CLAIMED BREAm OF AN WARTllS AAl) SUCH PARTY'S SOLE AN EXCLUSIVE REMEDY FORBREACH OF WARY SHALL BE RETUR OF THE PORTION OF THE FEES PAI TO IRONMOUNAi BY PAYIcr PARTY FOR SUCH NON-CONFORJG SERVICES. TIDS DISCLAlR ANEXCLUSION SHALL APPLY EVEN IE THE EXRESS wARY AN LIMTED REMEY SET FORTHABOVE FAIS OF ITS ESSENIA pURSE. THE wARY PRO\!IDED IS SUBJECT TO THELIMTATION OF LIABILITY SET FORTH IN SECTION 10 HEREIN.

(b) Depositor. Depositor warants tht all Depositor Inormation provided hereuner is accurate and reliable andundertkes to promptly correct and update such Depositor Inormation dur the Term of ths Agreem ent

8. Insurance.

Iron Mounin shalL, at its sole cost and expense, througout the term of

ths Agreement, procure and maintain in full force

and effect, the followig inurance coverage, with aniiiance carrer tht is rated B+ or bettr by A.M Best.:

-General Liabity $2,000,000 Gene,"¡ Aggregate

Crie Insurance $2,000,000 Each Occurence

Gener Liability $ i ,000,000 Each Occurence Umbrella Coverage $5,000,000 General Aggregate

Professional Liability $1,000,000 Each Occurence

All certificates of inurance shall name the Depositor as additional beneficiaries with respect to General Liabiltycoverage. Ali certificates of insurance shall require that the Depositor

be provided with advance writtn notice of

cancellation of the stted coverage, and Iron Mountain shall request tlat its inurer use its best effort to provide at leastthiry (30) days' adance written notification of such cancellation

9. Confidential Information.

Iron Mounta shall have the obligation to reasonably protect the confdentiality of the DepositMBterial ExcepLasprovided in thi Agreement Iron Mountain shall not diclose, trnsfer, make available or use the Deposit Material. IronMountain shall not disclose the terms of ths Agreement to any thrd Par. If

Iron Mountain receives a subpoena or any

other order from a cour or other judicial trbunl pertainng to the disclosure or releae of

the Deposit MBterial, Iron

Mountai wil immediately notify the Pares to ths Ageement uness prohibited by law. It shall be the responsibility ofDepositor and/or Beneficiary to challenge any such order; provided. however, that Iron Mountain does not waive its rightsto present its position with respect to any mch order. Iron Mountain will not be required to disobey any order from a couror other judicial trbunL, includin but not limited

to, notices delivered pursuat to Section l2(g) below.

10. Limitation of Liabiltv.NOTWITHSTANING ANYTHIG ELSE HEREIN, ALL LIABILITY, IF ANY, WHTHER

ARSING IN

CONTRACT, TORT (INCLUDING NEGLIGENCE) OROTHERViISE, OF A1"" PARTY TO TIDS AGREEMENTSHAL BE LIMTED TO THE AMOUNT EQUAL TO ONE YEAR OF FEES PAI OR OWED TO IRONMOUN AJ UNER TIDS AGREEMET. IF CLAIM OR LOSS IS MADE IN RELATION TO A SPEClFCDEPOSIT OR DEPOSITS, Sum LIABILITY SHAL BE LIMTED TO THE FEES REATED SPEClICALL Y TOsum DEPOSITS. TIDS LIMT SHALL NOT APPLY TO ANY PARTY FOR: (I) ANY CLAIMS OFINRIGEMENT OF AN PATEN, COPYRIGHT, TRAEMA OR OTHER PROPRITARY RIGHT; (ILIABILITY FOR DEATH OR BODILY INJUY; (III) DAMGE TO TANGIBLE PROPERTY (EXCLUDING THEDEPOSIT ITEMS); (IV) THET; OR (V) PROVE GROSS NEGLIGENCE OR WILLFUL :MISCONDUCT.

11. Consequential Damages 'Naiver.IN NO EVE SHAL ANY PARTY TO TIDS AGREEM BE LIALE TO ANOTHER PARTY FOR ANYINCIDENTAL, SPECIAL, PUNIVE OR CONSEQUENTIA

DAMGES, LOST PROFITS ORLOST DATA OR

INORI.ATION, AN COSTS OR EXENSES FOR THE PROCURME OF SUBSTITUTE SERVICES, OR ANYOTHER INIRCT DAMGES, WHTHER ARSING IN CONTRACT, TORT (ICLUDING NEGLIGENCE) OROTHERWISE EVE IF TH POSSIBILITY THEREOF M.W BE KNOWN IN AnV ANCE TO ONE OR MOREPARTllS.

12. Gener"i.

(a) Incoæoration of Work Requests. All Depositor Work Requests are incorporated into tlis Ageement.

(b) purchase Orders. The ters and condition of

ths Agreement prevail regardless of any confcting or additional terms

on any Purchase Order or other correspondence. Any contingencies or additional terms conuiined on any Puchase

Page 3 of 10

2.21105 NA

F-3 8'1Exhibit F - Escrow Agreement

0312

Order are not bindi upon Iron Mountain All Puchase Orders are subject to approval and acceptace by IronMountain.

(c) Right to Mae Copies. Iron Momtain shall have the right to make copies of all Deposit Mateial as reasonablynecessar to perform ths Ageement. Iron Momtain shall copy all copyright, nondisclosure, and other proprietarynotices and titles contained on Deposit l',,1aterial onto any copies made by Iron Mountain Iiy copyin expensesincured by Iron Mountain as a resut of a Work Request to copy will be borne by the Depositor. Iron Momtain mayrequest Depositor's reasonable cooperation in promptly copyin Deposit Material in order for Iron Momtain toperform ths Ageem ent.

(d) Choice of Law. The validity, inrpretation, and performance of th Ageem ent shall be contolled by and constedunder the laws of the State of

New York, United States of America, as if performed wholly with the state and

without giving effect to the priciples of conficts of laws.

(e) fut to Rely on Instrctions. Iron Mountain may act in reliance upon any insttion, inent, or sigtue

reaonably believed by Iron Mounin to be genuine. Iron Mountain may assume tht any employee of

Depositot or a

Beneficiar of Depositor under th Agreement who gives any writtn notice, request, or intrction

has the authority

to do so. Iron Mounin will not be requied to inquire ino the trth or evaluate the merit of any statement or"

representation contained in any notice or document Iron Mountain shall not be responsible for failure to act as aresult of causes beyond thereasonable contol of

Iron Mountain. .(I) Force Maieure. Except for the obligation to pay monies due and owin, no par shall be liabl~ for any delay or

failure in perormance due to events outside the defaulting Party's reasonable control, including without limitationacts of God, eartque, labor disputes, shortges of supplies,

riots, war, acts of terrorism, fire, epidemics, or delays of

common carrers or other circumstances beyond its reasonable control. The obligations and rights of the excusedPart shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay

(g) Notices. All notices regardig Exhibit C shall be sent by commercial express maiL. All other correspondence,including invoices, payments, and other documents and communications, shall be sent by (í) electronic mail; (ii) viaregular mail to the paries at the addresses specified in the Authorized PersonslNotices Table which shal i include thetitie(s) of the individual(s) autorized to receive notices; or (iii) via the oiùine portal maintained at the Iron MouninWebsite. Notices to Beneficiaries of

Depositor under this Agreement shall provided to such addresses as Depositor

shall provide Iron Mountain It shall be the responsibility of the Parties to notify each other as provided in th Sectionin the event of a change of physical or e-mail addresses. The Paries shall have the

right to rely on th las known

address provided by the other Par. Any correctly addressed notice or last known address tht is relied on herein thatis refued, unclaimed, or undeliverable because of all act or omission of

the par.to be notified as provided herein

shall be deemed effective as of the first date that said notice was refued, unclaimed, or deemed undeliverable byelectronic mail, the postal authorities by mail, thoug messenger or commercial express delivery services.

(h) No Waiver. No waiver of rights under this Ageement by any Par shall constitue a subsequent waiver of this or any

other right under ths Ageement

(i) Assignent. No assign ent of this Ageement by Depositor or any rights or obligations of

Depositor under this

Agreement is perniittd without the written consnt ofIron Mountain, which shall not be uneasonably witheld ordelayed.

G) Severability. In the event any of the terms of this Ageement become or are declared to be illegal or otherwiseunenforceable by any cour of competent

jursdiction, such term(s) shall be null and void and shall be deemed deleted

from ths Agreement. All remain terms of ths Ageement shall remain in ful force and effect. Notwithtanding

the foregoing, if ths paraph becomes applicable and, as a resut, the value of ths Ageement is materially impaired

for eitherPar, as determined by such Par in its sole discretion, then the affected Part may terminte thsAgreement by nollce to the other.

(k) Independent Contrctor Relationship. Depositor understands, acknowledges, and agrees that Iron Momtain'srelationship with Depositor wil be that of an independent contractor and that nothg in ths Agreement is intended toor should be constied to create a partnership, joint ventue, or employment relationship.

(1) Attrnevs' Fees. In any sut or proceedi between

the Paries relating to ths Ageement, the prevailing Part will

have the right to recover from the othr(s) it's costs and reasonable fees and expenses of attrneys, accountants, andother professionals incued in connection 'W~th the suit or proceedin including costs, fees and expnses upon appeaL,separately from and in addition to any other amount included in such

judm ent Thi provision is intended to be

severable from the other provisions of ths Ageement, and shall surive and not be merged into any such

judgment

(m) No Agency No Par has the right or authority to, and shall not, assume or create any obligation of any naturewhatsoever on behalf of the other Part or bind the other Part in any respect whatsoever.

Page 4 of 10

2-21105 NA

F-4

~~ Exhibit F - Escrow Agreement

0313

(n) Disputes. Any dispute, difference or que~tion relating to or arsin among any of the paries concerning theconstrction, mean, effect or implementation of this Ageement or any Pary hereof will be submitted to, andsettled by arbitration by a sinle arbitrator chosen by the New York Regional Office of the American ArbitrationAssociation in accordace with the Commercial Rules of the American Arbitrtion Association. The arbitrator shallapply New York law. Unless otherwise agreed by the Parties, arbitration will take place in New York City, NewYork, U S.A. Any cour having

jursdction over the mattr may enter judgment on the award of the arbitrator.

Serice of a petition to confir the arbitration award may be made by regular mail or by commercial express mail, to

the attorney for the Party or, if unepresented, to the Party at the last known business address. Ifhowever, Depositorrefues to submit to arbitration, the mattr shall not be submitted to arbitration and Iron Mounìn may

submit the

mattr to any cour of competent jursdiction for an interpleader or similar action. Unless adjudged otherwise, anycost of arbitration incured by Iron Mountain, ìncludin reasonable attorney's fees and costs, shall be paid byDepositor.

(0) Regulations. Al Pares are responsible for and wart - to the extent of their individual actions or omissions -

compliance with all applicable laws, rules and regulations, includìng but not limited to: customs laws; import; export

and re-export laws; and governent regulations of any countr from or to which the Deposit Materal may bedeliveredin accordace with the provisions of this Ageement.

(P) Counterprt. Thi Agreement may be executed in any number of counterparts, each of

which shall be an origial, but

all of which together shall constitute one intrent

(q) SurvivaL. Sections 5 (Term and Termination), 6 (General Indemnity), 7 (V'¡arranties), 9 (Confdentiaiinformation), 10(Limitation of Liability), 11 (Consequential Damages Waiver), and J 2 (General) of

th Agreement shall surive

termination of ths Agreement or any Exhbit attched hereto.

NOTE: SIGNATURE BLOCKS, AUTHORIED PERSON NOTICES TABLE, AND BILLING COJ''TACTINFORMTION TABLE FOLLOW ON THE NEXT PAGE

Page 5 of 10. 2-21105 NA

F-5

Exhibit F - Escrow Agreement87

0314

The Paries agree that ths Agreement is the complete ageement between the Paries hereto concern the subject matterof ths Agreement and replaces any prior or contemporaeous oral or wrtten communcations between the Pares. Thereare no conditions, understadins; ageements, representations, or warranties. expressed or implied, which are not

specifed herein Each of the Paries herein represents and warts tht the execution, delivery, and performance of thisAgreement ha been duly authorized and signed by a person who meets statuory or other binding approval to sign onbehalf of its business organiation as named in ths Agreement This Ageement may only be modified by mutual written

ageement of the Partes.

Note: If contrcti electronically via th online portl, clicki the "I Accept" butn displayed as part of

the orderig

process, evidences Depositor's ageement to the precedi terms and conditions (the" Agreement"). If you are enteringinto ths Agreement via the online portl on behalf of a company or other legal entity, you represent tht you have theautorily to bind such entity to thse terms and conditions, in which case the terms "you" or "your" shall refer to such

entity. If you do not have such authority, or if you do not agee with these terms and condition, you mus select the "IDecline" buton

DEPOSITORIRON MOUNTAIN INTELLECTUALPROPERTY MANAGEMENT, INC.

SIGNATU:

PiNTNAME: Colln McBr..dy .

TITLE: Network Administrator

DATE:

EMAIL ADDRES [email protected]

SIGNATURE:

PR'T NAME:

TITLE:

DATE:

EMIL ADDRESS: iUDlcontrctsflronmountain.com

AUTHORIED PERSON(S)INOTICES TABLE

Please provide the name(s) and contact information of the Autorized Person(s) under ths Ageement. Al Notices will besent electronically and/or thoug reglar mail to the appropriate address set fort below

PRIT NAM: Colln McBrady PRITNAM:

TITLE~ Network Adminitrator TITLE:

EMA AnDRESS [email protected] EMA AnDRESS

STRT ADDRESS 1 20855 Keni.ngton BlvdSTRT ADDRESS 1

l'OVIcrCITY/STATE Lakevile, I\fNl'ovlNcrCITY/STATE

POSTALlZip CODE 550H POSTALlZip CODE

PHONE NUI\ER 952.69.1589 PHONE NUMB

FAX NUMBER 952.985.5671 FAX NUMBER

BILLING CONTACT INFORMATION TABLE

Please provide the name and contact inormation of the Bill Contact under thi Ageement. All Invoices will be sent to

ths individual at the address set fort below.

PmNAME: VALERE McBrady

TiTl.E: OPERTIONS ~AGER

EMA AnDRESS 'VMCBRAy(á)IMGETRND.COM

STRT ADDRESS 1 20855 KESINGTON BL VD

PROVIcrCITv/STATE LAKEVILLE, MN

POSTAI"lZip CODE 550ll

PHONE NUMBER 952.469.1589

FAX NUMER 952.985.5671

All notices to Iron Mountain should be sent to ipmcontrcts(âiranountain.com or Iron Mountain At: ContractAdminstration, 2100 Norcross Parkway, Suite 150, Norcross, Georgia, 30071, USA

Page 6 of 102-21105 NA

F-6

81 Exhibit F - Escrow Agreement

0315

EXlDlllAE.YcrO\1 Serve Work Requesi

o ReplareeleeDrporit Materials

lroi Mountain wil open.i new escrow depsi account thal includes i minimum of one (1) Da:ositor and one (1)cOflplek-sei ofDcpositMaLeral. ,All DtposMldcrilÙ \\ill be secrciysicd in ccntrUed\'lLsthnarc ownedaid/oropcrled by Iron Moutain. Accotscices inchide unlimíic: depl'its, c1cdÎc vwlling.acccs 10 IronMounlainCoceTN Es Manacmcil CCll forsccre online accciotm8laganent and submission ufclcçtonic: Wci'Reacs and SCCJC dcsc.cr of deposit m:iíaJs upoo accout lemiina1On

Iron Mounta wil asgn a ClicnlManagerfor each escrow accounl ThtSe Miiagerwill provide client traíiogfr time to limt to fillìte sen; Interet acces to escrow account(s). Assigned Manager

wil also ensure

Ulclyfulfllmcnl of client Wor RcquCS (e,g., deoSlupdl. nt\' btcficla CIollment) and communicaon ofslaws.

Iron MClin will scdpcrodcnDl-tn DtposiLorandiorBcneficiar rda1 toDcpsítMlIcrl as !õccfied wiitinthe tcs oflhe agecail

Iron Moutain wil fu!fll a W or Reques to add a new Beneficiar to an escrow acrount. w!CH: possible, andprovideno1ice \l appropiaido all TeIC\'æPaies.

Irci Mountam wilfulflJ 2 Wor Re~e: to gor dc:Ds rnaiiriiiisin one adtlitiomil locon as defined wilhin the

Serice AgCØe:L IMplicate ¡;orerequis maybe in the for ~ eitherplysca media or electic SOJe.

Iron Mountain will prces a Wark Reqes 10 releas Dcpost Malcrial by following Ihe spifc procedesdcfinedin Emmit C .'Rdease of Depsit MatÎal~ the Escow Serice Agecait.

Iron Mountin will provide iLS Escw Expcrl' com:;iill.ng Scces(e.g., IiC:CT.~ing esow rulegy deelopent,dua1ri:Ole..aulting. lloonl consolidaLion)bas on a custom SOWmuiual1y agreed to by all Paies-

Iron Mountain will fulfll a wor RCQlle9 to teiinau an exiSting escrow account by pro\'idirig noûce to all PßIieswihe AgreemcuL removing Deosit Malerial from the valt and then either sccurdy deyi~ or .rerning theDepsit Maual via aimmercial expess mail caer 'Ijnstd.cd, Al acaued Scces Fees mus Dc.collecled byIron Mountain pior to completgfulfllient to termlle 11 cxslgescow account:

Iron MounlBinwill replacedelete deposit maicra.in 3W1rdwce with the t.s ofthc agrecaiL M.erials will berd.umed as dlect: by depositor or destroyed using Iron MouniBin Secre Shredding

~. Add an-d ManageNew Es:w Accwr

o Add Dep.ntTrang NottcatiOlo Add Benficiry

DAddDualVaultng

D Release DeposiMateriii

D Add Cu!iomSercei'

D Dr-Jete Aceunt

Upón Escrow Senice ,Ageement executon, please pril'f'ide your initials be.low in the appropriate loction to indicate your acceptance òf this Escrw SerYices'VorkRequest inclusive of sgreed Sen-ices pricing and indication of which Part is financially responsible fói- paYIOi;nt of specific Sen'iccs.

Note: Clients may submit ',,ork Requests elecironicallythrough their escrow account online OR may complete trus fonn :along with any other supporting exhibitsrequired and email and/or fax this "tork Request to their assigned Client Manager

at Tron Mountain for fulfllmr.nt.

DEPOSITOR INITIALSBENFlC1Y lNITLALS_

2-21105 NA Page 7 of 10A2-21105 NA

F-7

87Exhibit F - Escrow Agreement

Iii

0316

EXHffITBDEPOSIT MATERIA DESCRIPTION

Deposit Account Number:

COMPAN NAME: IMAGETRND, INc.

DEPOSIT NAME_EMS StateBridgev2, EMS Field Bridgev3,l, Visua WorMatics v2.l_ AN DEPOSIT VERSION _vl.0_ (Deposit

Name wi appear in account histor report)

DEPOSIT MEDIA (PEASE LABEL ALL MEDIA 'WITH THE DEPOSIT NAM PROVIDED ABVE)

., ,

o Internet File TransferN/A o 3.5" Floppy Disk

C8 CD-ROM IDVD 3 o Documentation

DDLTTape o Hard Drive / CPU

DDATTape , o Circuit Board

I 0 ,"" Cd","", ""'J' W,"Z'p Mm'""

DEPOSIT ENCRYPnON(Please check either "Yes" or "No" below and complete as appropriate)

Is the media or are an)' of the fies encryted? DYes or C8 No

If yes, please include any passwords and decryption tools description below. Please also deposit all necessaryencrytion softine with this depositEncryption tool name VersionHardware required

Softare required

Oter requied inormation

DEPOSIT CERTIFlCA nON (please check the box below to Certify and Provide your Contactlnformation)

~ 1 certfy for Depositor that the above described Deposit0 Iron Momitan ha insected and accepted the above described

Material has been transmitted electromcaly orsent via commercialDepsit Material either electronicay or physical y. Iron Mounta

express mai carer to Iron Moinita at the addess below.wi notify Depsitor of any discrepancies.

NAME: COLLIN Mc"BY NAME:

DATE:DATE:

EMAIL ADDRESS: CMCBRADY(ûIMAGETREND.COM

TELEPHONE NUMBER: 952.469.1589

FAX NUMBER: 952.985.5671

sit

Iron Mountain Intellectul Propert Manaem ent, Inc.Att: Vault Administration

2100 Norcross Parkway, Suite 150

Norcross, GA 30071Telephone: (770) 239-9200Facsimile: (770) 239-9201

Page 8 of 102-21105 NA

F-8

81 Exhibit F - Escrow Agreement

II

0317

EXHllITC

RELEASE OF DEPOSIT MATERI

Iron Mounin wil use the followin procedures to process any Work Request to release' Deposit MateriL

I. Releae of Deposit Upon Depositots Instion. Upon receipt by Iron Mormtain of wrttn intrtions directly fromDepositor, Depositots trtee in banptcy or a cour of competent jursdiction, Iron Moimtain will release a copy of thDeposit Materils to the Beneficiar identified in th intrctions. Iron Mounìn is entitled to receive any fees due IronMoimtain before making the release. Beneficiar's enrollment will termin upon the release of the Deposit Materials held byIron Mounin

2 Filin F or Release by Beneficia.

(a) Upon nptce to Iron Mounin by Beneficiar of the occurence of a release condition, Iron Mounin shall provide

Depositor with a copy of Beneficiars notice by commercial express maiL Such notice from Beneficiar will be

signed and on company letterlead. From .the date Iron Mormtain mails the notice requesti release of the DepositMaterials. Depositor shall have STh."ty-(60) days to deliver teIron Mormtain contr instrctions ("Continsction,"). Contrar Intrctions shall mean the writtn representation by Depositor tht a Release Condition ha

not occured or has been cured. Such notice shall be signd and on company letterhead. Upon receipt of ContrarInstrction, Iron Moun shall send a copy of the Contrar Instrctions to Beneficiar by commercial express maiL.

(b) If no Contrary Intrtions are given to Iron MoimtaIn Depositor agrees tht Iron Moimlain shalL, uness prohibitd byoperation of law, deliver a copy of the Deposit Materials to the Beneficiar tht provides Iron Mountain with all of thefollowing:

(i) Copy of the License Agreement between Depositor andBeneficiar~

(ii) Writtn demand tht a copy of the Deposit Materials be released and delivered to Beneficiaiy~(iii) Writtn notice tht the copy of the Deposit Materials being releasd to Beneficiary only be used as

permittd under the Licens Ageement;(iv) Specific delivery insions along with any fees due Iron Mountain and(v) Written notice tht the release oftle copy of

the Deposit Materials is purua to Chpter 11 United

States Code Section 365(n) Or other applicabie federal or state bankptcy, insolvency, reorganization orliquidation statute.

3. Releae Conditions. As used in ths Ageement "Release Condition" shall mean the exitence of anyone or more of thefollowig circumstaces; uncorrected for more than th (30) days:

(i) Entr of an order forreliefunder Chpter Ii of the United States Banptcy Code;

(ii) The makg by Depositor of a general assignent for th benefit of creditors;(iii) The appointment of a general receiver or trtee in bankptcy of

Depositor's bu.,iness or propert; or

(iv) Action by Depositor rmder any state or federal inolvency or similar law fOT the purose of its

bankptcy, reorgazation or liquidation

4. Rigt to Use Followìng Release. Beneficiar ha the right under ths Agreement to us the Deposit Materials for th sole

purose of continuin the benefits afforded to Bene1iciary by the Licens Ageement. Notwithtadi the preceding sentence.Beneficiar shall not have access to the Deposit Materials uness there is a release of the Deposit Materials in accordance withthe Ageement. Beneficiar shall be obligated to mainÙlin the confdentiality of

the released Deposit Materials.

2-21105 NAPage 9 of 10

F-9

Exhibit F - Escrow Agreement 87


0318


Exhibit G

Santa Cruz County EMSAgency

Business Partners

31 Exhibit G - Business Partners G-1



Exhibit G - Business Partners G-2 87


Exhibit G - County Business Partners

The County, through its Emergency Medical Service Agency, oversees andcooperates with the following partner agencies. Any or all of these entities maybe granted Authorized User status during the term of this Agreement.

. Aptos/La Selva Fire Protection District

. Santa Cruz City Fire Department

. Branciforte Fire Protection District

. Central Fire Protection District

. Scotts Valley Fire Protection District

. UC Santa Cruz Fire Department

. Watsonville City Fire Department

. AMR Ambulance

In addition, the Santa Cruz County EMS cooperates with the following hospitalentities:

. Catholic Healthcare West dba Dominican Hospital

. Watsonville Community Hospital

37 Exhibit G - Business Partners G-3



Exhibit H

Product & ServiceSupport

31Exhibit H Product and Support H-1

31



I=yhibit H Product and SupportH-2

r.f


0323

Exhibit H

Product & Service Support

A. TermSoftare support and maintenance is included in the annual subscription fees forthe term of this Agreement. Image Trend will provide ongoing Support after the

system has been installed for County. For the purposes of this section,'installation' shall mean Go-live. Annual support shall commence at that time. AllSupport and assistance provided by ImageTrend to County prior to Go-live underthis Agreement shall be deemed part and parcel of the professional servicesrendered under the implementation phase of the project.

B. AvailabiltyImageTrend will provide technical support 24x7 to review and escalate all inboundSupport issues according to their severity. Support will be available by email, chat,and phone according to processes defined in this Exhibit. Support is alsoavailable in the form of help guides, training videos, and other customer support.

1. Normal Hours of OperationImageTrend will provide Support to County Monday through Friday from 8:30am to 5:00 pm Pacific Standard Time (PST) or Pacific Daylight Time (PDT) asthe case may be. Support contact information:

Toll Free: 1-888-469-7789Phone: 952-469-1589

[email protected]

2. After Hours OperationImageTrend X-Team, which automatically receives all server and criticalnotifications 24x7, will respond to after-hours reports. If a reported issue isdeemed non-critical by the X-team, it may elect to respond during normalbusiness hours or charge for after-hour's resolution.

c. ScopeImageTrend wil provide both on-site (if contracted) and on-call Support in thefollowing areas:

. Subject matter expert for application usage

. Website hosting

. Web application development/enhancement (all purchased products)

. Mobile application development/enhancement (including Tap chart)

. Database administration

. Systems Engineering/Architecture

. Updates and Softare Upgrades

. Project Management - Issue Resolution

Exhibit H Product and SupportH-3 87


D. Support Overview

1. ResponsibiltiesImageTrend will make all efforts to correct malfunctions that are documentedand reported by the County. ImageTrend will acknowledge receipt of amalfunction report from the County within four (4) business hours of receipt ofthe report and will communicate the disposition and possible resolution of aproblem as soon as practicaL.

The County will establish a Support request protocol for its various providers.ImageTrend will provide multi-level technical Support based on this protocol.System administrators, designated by the County, will address problems andattempt to resolve them at the first level of contact. The. County

system

administrator will address operational issues referred to him/her by designatedprovider administrators on a continuous basis. ImageTrend will resolve alltechnical and applications problems not addressed by the County.

2. DocumentationSupport requests received by either direct phone contacts or e-mail will berecorded by client, incident description and disposition into the support log.Information regarding outstanding problems, fixes, modifications and

improvements is tracked by the ImageTrend Incident Support Suite and isavailable to the County.

ImageTrend Project Management allows project shareholders to identify,prioritize, assign and solve issues based on critical status. Progress istracked for each issue on its way to resolution. The SupporUlssue queuedisplays the list of issues and can be sorted by age, 10, reporter, and subject.Graphical aging status keeps project members informed of pending issues,and helps keep the project on track. In addition, each issue upon completionis then marked as 'Closed' and saved for documentation.

The SupporUlssue queue also tracks HIPAA incidents and, in turn,automatically notifies all designated parties for further action, which mayinclude reporting or further security procedures such as password changes.

E. Updates and UpgradesUpdates, in the form of minor improvements, Software fixes, maintenance items,or enhancements; and Upgrades, in the form of next generation versions or newreleases of the Software, Documentation or tmageTrend Content, are included intmageTrend Support of its Services and Products. ImageTrend shall send

notification, supporting documentation and any notices and warnings to Countyprior to the release of an Update or Upgrade.



0325

ImageTrend shall warranty that Updates and Upgrades are fully compatible with allThird Part Items installed on County hardware that are required or recommendedby Image Trend. If changes or upgrades are required in the then-installed versionsof Third Party Items, ImageTrend shall make recommendations as to the versionor configuration of said Third Party Items necessary to maintain functionality of theProduct and Services.

ImageTrend will notify County in advance of any scheduled maintenance that mayaffect Service and Product functionality. Scheduled maintenance shall not reducethe system functionality during peak business hours, which are defined as Mondaythrough Friday from 8:00 a.m. to 6:00 p.m. PST, nor make any portion of thesystem inoperable for more than 3 hours.

Product release management will be handled by ImageTrend using standarddevelopment tools and methodologies. Work items including, tasks, issues, andscenarios shall be captured within the system. Releases are based on one ormore iterations during a schedule development phase. This includes but notlimited to: development, architecture, testing, documentation, builds, test and usescases. Submissions of issues or requests are documented within ImageTrendProduct Management system and from there workflow is created to track the pathfrom initial request to resolution.

F. Support Detailed Process1. Workflow

For the purposes of this section, 'provider' shall mean the Authorized Users.In general terms, the process for solving application and technical issues withthe Service and Product will begin at the lowest possible level and escalate,as necessary, to the ImageTrend support desk.

a. Provider Application Issues

Providers with an application Softare issue, who have not been able toresolve the issue using the user manual or on-line support, shall contacttheir in-house provider help-desk. They shall not contact ImageTrenddirectly. If the issue cannot be resolved by the provider's staff, theprovider may contact, or authorize the user to contact, the ImageTrendhelp-desk.

b. Provider System IssuesProviders with issues involving the functionality, configuration or operation of theSoftware or any interfaces will contact the System Administrator. Afterconsultation, the provider may be directed to contact the ImageTrend help-desk.This may be a conference call with the System Administrator to monitor theissue. Regardless, ImageTrend will copy the System Administrator on the

resolution of all issues of significance.



0326

c. Agency System IssuesIssues involving the universal operation of the system shall be resolved bythe System Administrator. .

2. Response Priorities

a. Level 1 - CriticalFor any reported malfunction that prevents substantial useful work frombeing done, or disables major functions of the Software, ImageTrend willundertake immediate' corrective action to remedy the reported issue.ImageTrend will assign an individual to coordinate information and assistin escalation as necessary.

b. Level 2 - Significant

For reported malfunctions that are not non-mission critical, reasonablecorrective action will be taken to remedy the malfunction within three (3)business days.

c. Level 3 - Degraded Functionality

If a reported malfunction disables only non-essential functions, resulting indegraded operations, ImageTrend will undertake reasonable correctiveaction to remedy the reported malfunction within a reasonable time

period, as mutually agreed upon by both ImageTrend and the County.

The chart below demonstrates the level of severity for each type of problem,and the subsequent action ImageTrend will take.

Severity of Oefinition Reporting Method Company Response Company

Oefect by Customer Guidelines UpdateFrequency

Level 1 Examples: Data loss; Telephone or Investigation begins Every 4 hours

system unavailable. EmaiL. immediately; escalation beginning next

procedure enacted if normal business

required. day and dunngnormal business

hours.

Level 2 Serious issue with Telephone or Investigation begins Every 6 hours

software prevents emaiL. immediately if during normal during normal

customer from using itbusiness hours; research business hours.

as designed and therebegins at start of next

are revenuebusiness day if reported on

implications.off-hours.

Example: cannotprocess billinq.

Level 3 Not a high severity Telephone or Investigation begins within a Updates are

issue. Example: an ad emaiL. Email only week of an issue being provided in a

hoc report is not after hours. reported. timely manner

producing desiredwhen the root

results.cause of theissue has beenidentified and theprioritization of afix has beenestablished.

O~ Exhibit H Product and Support H-6


G. Service Requests (enhancements)Service requests from County that are deemed to be product enhancements willbe presented to the development staff, where an assessment will be made as towhether the County request should be added to the future product releases andwith a priority rating. If an enhancement request is deemed to be specific to theCounty and deemed to be outside of the original scope of the product, a changeorder will be written and presented to the County. These requests are subject tomutual agreement and ImageTrend standard rates. County will review andapprove the scope, specification and cost before work is started to ensure goalsare properly communicated.

H. EscalationImageTrend support staff is committed to resolving County issues as fast aspossible. If it cannot resolve a County issue immediately, ImageTrend will identifythe course of action that it will be taking and indicate when an answer will beavailable. ImageTrend will, in turn, seek assistance from the designateddeveloper.

An unresolved problem next goes to the Project Manager, who also addresses alloperational issues on an ongoing basis and reviews the issue log regularly toassess product performance and service levels.

Should the situation continue to remain unresolved, senior ImageTrend

management will handle issues requiring further discussion and coordinate thefinal resolution. Any issues determined to be of a critical nature are immediatelybrought to the attention of both the X-Team and Senior Management.

i. Go-live SupportIt is the intention of the County to provide a very high level of user support for a period oftime commencing with Go-live. The purpose of this special support process is to reduce,to the extent possible, anxiety and rumors during this initial period among the AuthorizedUsers.

1. 24-7 SupportThe County will provide 24-7 support to its Authorized Users through adedicated County Go-live support team for the first two weeks of Live

Operations. ImageTrend will provide secondary support on the same basiswith a 24-7 dedicated contact for all issues during the same initial two weeksof Live Operations. ImageTrend wil return all calls for support from theCounty Go-live team during this period within 1 hour of County notification byeither e-mail or telephone.

2. 8-7 SupportThe County will provide support 8 hours per day, seven days per week to itsAuthorized Users through a dedicated County Go-live support team for the

Exhibit H Product and Support H-7 81


second two weeks of Live Operations. ImageTrend will provide secondarysupport on the same basis with an 8-7 dedicated contact for all issues duringthe same initial two weeks of Live Operations. ImageTrend will return all callsfor support from the County Go-live team during this period within 1 hour ofCounty notification by either e-mail or telephone.

Subsequent to this period of special support, the County will begin normal supportoperations through its help-desk system. Support will be provided under theprovisions of this Exhibit, Sections A-H.

~~ Exhibit H Product and Support H-8


0329


Exhibit IBusiness Associate Agreement

Exhibit 1- Business Assoc I - 11'7

0330

Santa Cruz County EMS Agency Contract #1818imageTrend Electronic Patient Care Record System Agreement

BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement ("he Agreement") dated,20_ (the "Effective Date"), is entered into by and between,

the Santa Cruz County Health Services Agency (the "Covered Entity") and ImageTrend, Inc.a Minnesota corporation (the "Business Associate").

WHEREAS, Covered Entity and Business Associate have entered into, or are entering into,or may subsequently enter into, agreements or other documented arrangements (collectively,the "Business Arrangements") pursuant to which Business Associate may provide productsand/or services for Covered Entity that require Business Associate to access, create and usehealth information that is protected by state and/or federal

law; and,

WHEREAS, pursuant to the Administrative Simplification provisions of the Health InsurancePortability and Accountability Act of 1996 rH1PM"), the U.S. Department of Health & HumanSerVices rHHS") promulgated the Standards for Privacy of Individually Identifiable HealthInformation (the "Privacy Standards"), at 45 C.F.R. Parts 160 and 164, requiring certainindividuals and entities subject to the Privacy Standards (each a "Covered Entity", orcollectively, "Covered Entities") to protect the privacy of certain individually identifiable healthinformation rprotected Health Information", or "PHI"); and,

WHEREAS, pursuant to HIPM, HHS has issued the Security Standards (the "SecurityStandards"), at 45 C.F.R. Parts 160, 162 and 164, for the protection of electronic protectedhealth information ("EPHI"); and,

WHEREAS, in order to protect the privacy and security of PHI, including EPHI, created ormaintained by or on behalf of the Covered Entity, the Privacy Standards and SecurityStandards require a Covered Entity to enter into a "business associate agreement" withcertain individuals and entities providing services for or on behalf of the Covered Entity ifsuch services require the use or disclosure of PHI or EPHI; and,

WHEREAS, on February 17, 2009, the federal Health Information Technology for Economicand Clinical Health Act was signed into law (the "HITECH Act"), and the HITECH Actimposes certain privacy and security obligations on Covered Entities in addition to theobligations created by the Privacy Standards and Security Standards; and,

WHEREAS, the HITECH Act revises many of the requirements of the Privacy Standards andSecurity Standards concerning the confidentiality of PHI and EPHI, including extendingcertain HIPM and HITECH Act requirements directly to business associates; and,

WHEREAS, Business Associate and Covered Entity desire to enter into this BusinessAssociate Agreement;

NOW THEREFORE, in consideration of the mutual promises set forth in this Agreement andthe Business Arrangements, and other good and valuable consideration, the sufficiency andreceipt of which are hereby severally acknowledged, the parties agree as follows:

S'lExhibit 1- Business Assoc

1-2


1. Business Associate ObligationsBusiness Associate may receive from Covered Entity, or create or receive on behalf ofCovered Entity, health information that is protected under applicable state and/orfederal law, including without limitation, PHI and EPHI. All capitalized terms nototherwise defined in this Agreement shall have the meanings set forth in the PrivacyStandards, Security Standards or the HITECH Act, as applicable (collectively referredto hereinafter as the "Confidentiality Requirements").

All references to PHI herein shall be construed to include EPHI. Business Associateagrees not to use or disclose (or permit the use or disclosure of) PHI in a manner thatwould violate the Confidentiality Requirements if the PHI were used or disclosed byCovered Entity in the same manner.

2. Use of PHIExcept as otherwise required by law, Business Associate shall use PHI in compliancewith 45 C.F.R. § 164.504(e). Furthermore, Business Associate shall use PHI (i) solelyfor Covered Entity's benefit and only for the purpose of performing services for CoveredEntity as such services are defined in Business Arrangements, and (ii) as necessary forthe proper management and administration of the Business Associate or to carry out itslegal responsibilities, provided that such uses are permitted under federal and statelaw. Covered Entity shall retain all rights in the PHI not granted herein. Use, creationand disclosure of de-identified health information by Business Associate are notpermitted unless expressly authorized in writing by Covered Entity.

3. Disclosure of PHISubject to any limitations in this Agreement, Business Associate may disclose PHI toany third party persons or entities as necessary to perform its obligations under theBusiness Arrangement and as permitted or required by applicable federal or state law.

Further, Business Associate may disclose PHI for the proper management andadministration of the Business Associate, provided that (i) such disclosures arerequired by law, or (ii) Business Associate: (a) obtains reasonable assurances from anythird party to whom the information is disclosed that it will be held confidential andfurther used and disclosed only as required by law or for the purpose for which it wasdisclosed to the third party; (b) requires the third party to agree to immediately notifyBusiness Associate of any instances of which it is aware that PHI is being used ordisclosed for a purpose that is not otherwise provided for in this Agreement or for apurpose not expressly permitted by the Confidentiality Requirements.

Additionally, Business Associate shall ensure that all disclosures of PHI by BusinessAssociate and the third party comply with the principle of "minimum necessary use anddisclosure," i.e., only the minimum PHI that is necessary to accomplish the intendedpurpose may be disclosed; provided further, Business Associate shall comply withSection 13405(b) of the HITECH Act, and any regulations or guidance issued by HHSconcerning such provision, regarding the minimum necessary standard and the useand disclosure (if applicable) of Limited Data Sets.

If Business Associate discloses PHI received from Covered Entity, or created orreceived by Business Associate on behalf of Covered Entity, to agents, including asubcontractor (collectively, "Recipients"), Business Associate shall require Recipients to

Exhibit 1- Business Assoc 1-3 17


agree in writing to the same restrictions and conditions that apply to the BusinessAssociate under this Agreement. Business Associate shall report to Covered Entity anyuse or disclosure of PHI not permitted by this Agreement, of which it becomes aware,such report to be made within three (3) business days of the Business Associatebecoming aware of such use or disclosure.

In addition to Business Associate's obligations under Section 9, Business Associateagrees to mitigate, to the extent practical and unless otherwise requested by CoveredEntity in writing or as directed by or as a result of a request by Covered Entity todisclose to Recipients, any harmful effect that is known to Business Associate and isthe result of a use or disclosure of PHI by Business Associate or Recipients in violationof this Agreement.

4. Individual Rights Regarding Designated Record SetsIf Business Associate maintains a Designated Record Set on behalf of Covered Entity,Business Associate shall (i) provide access to, and permit inspection and copying of,PHI by Covered Entity or, as directed by Covered Entity, an individual who is thesubject of the PHI under conditions and limitations required under 45 CFR §164.524, asit may be amended from time to time, and (ii) amend PHI maintained by BusinessAssociate as requested by Covered Entity.

Business Associate shall respond to any request from Covered Entity for access by anindividual within five (5) days of such request and shall make any amendmentrequested by Covered Entity within ten (10) days of such request. Any informationrequested under this Section 4 shall be provided in the form or format requested, if it isreadily producible in such form or format. Business Associate may charge a reasonablefee based upon the Business Associate's labor costs in responding to a request forelectronic information (or a cost-based fee for the production of non-electronic mediacopies).

Covered Entity shall determine whether a denial is appropriate or an exception applies.Business Associate shall notify Covered Entity within five (5) days of receipt of anyrequest for access or amendment by an individuaL. Covered Entity shall determinewhether to grant or deny any access or amendment requested by the individuaL.Business Associate shall have a process in place for requests for amendments and forappending such requests to the Designated Record Set, as requested by Covered .Entity.

5. Accounting of DisclosuresBusiness Associate shall make available to Covered Entity in response to a requestfrom an individual, information required for an accounting of disclosures of PHI withrespect to the individual in accordance with 45 CFR § 164.528, as amended by Section13405(c) of the HITECH Act and any related regulations or guidance issued by HHS inaccordance with such provision.

Business Associate shall provide to Covered Entity such information necessary toprovide an accounting within thirty (30) days of Covered Entity's request or such shortertime as may be required by state or federal law. Such accounting must be providedwithout cost to the individual or to Covered Entity if it is the first accounting requestedby an individual within any twelve (12) month period.

8'7 Exhibit 1- Business Assoc 1-4

0333


For subsequent accountings within a twelve (12) month period, Business Associatemay charge a reasonable fee based upon the Business Associate's labor costs inresponding to a request for electronic information (or a cost-based fee for theproduction of non-electronic media copies) so long as Business Associate informs theCovered Entity and the Covered Entity informs the individual in advance of the fee, andthe individual is afforded an opportunity to withdraw or modify the request. Suchaccounting obligations shall survive termination of this Agreement and shall continue aslong as Business Associate maintains PHI.

6. Withdrawal of AuthorizationIf the use or disclosure of PHI in this Agreement is based upon an individual's specificauthorization for the use of his or her PHI, and (i) the individual revokes suchauthorization in writing, (ii) the

effective date of such authorization has expired, or (iii)the consent or authorization is found to be defective in any manner that renders itinvalid, Business Associate agrees, if it has notice of such revocation or invalidity, tocease the use and disclosure of any such individual's PHI except to the extent it hasrelied on such use or disclosure, or where an exception under the ConfidentialityRequirements expressly applies.

7. Records and Audit

Business Associate shall make available to the U.S. Department of Health and HumanServices or its agents, its internal practices, books, and records relating to the use anddisclosure of PHI received from, created, or received by Business Associate on behalfof Covered Entity for the purpose of determining Covered Entity's compliance with theConfidentiality Requirements or any other health oversight agency, in a time andmanner designated by the Secretary. Except to the extent prohibited by law, BusinessAssociate agrees to notify Covered Entity immediately upon receipt by BusinessAssociate of any and all requests by or on behalf of any and all federal, state and localgovernment authorities served upon Business Associate for PHI.

8. Implementation of Security Standards; Notice of Security IncidentsBusiness Associate will use appropriate safeguards to prevent the use or disclosure ofPHI other than as expressly permitted under this Agreement. Business Associate willimplement administrative, physical and technical safeguards that reasonably andappropriately protect the confidentiality, integrity and availability of the PHI that itcreates, receives, maintains or transmits on behalf of Covered Entity. BusinessAssociate acknowledges that the HITECH Act requires Business Associate to complywith 45 C.F.R. §§ 164.308, 164.310, 164.312 and 164.316 as if Business Associatewere a Covered Entity, and Business Associate agrees to comply with these provisionsof the Security Standards and all additional security provisions of the HITECH Act.

Furthermore, to the extent feasible, Business Associate will use commerciallyreasonable efforts to ensure that the technology safeguards used by BusinessAssociate to secure PHI will render such PHI unusable, unreadable and indecipherableto individuals unauthorized to acquire or otherwise have access to such PHI inaccordance with HHS Guidance published at 74 Federal Register 19006 (April

17,

2009), or such later regulations or guidance promulgated by HHS or issued by theNational Institute for Standards and Technology ("NIST") concerning the protection ofidentifiable data such as PHI.



Lastly, Business Associate will promptly report to Covered Entity any successfulSecurity Incident of which it becomes aware. At the request of Covered Entity,Business Associate shall identify: the date of the Security Incident, the scope of theSecurity Incident, the Business Associate's response to the Security Incident and theidentification of the party responsible for causing the Security Incident, if known.Business Associate and Covered Entity shall take reasonable measures to ensure theavailability of all affirmative defenses under the HITECH Act, HIPM, and other stateand federal laws and regulations governing PHI and EPHI.

9. Data Breach Notification and Mitigation

9.1. HIPAA Data Breach Notification and MitigationBusiness Associate agrees to implement reasonable systems for the discoveryand prompt reporting of any "breach" of "unsecured PHI" as those terms aradefined by 45 C.F.R. §164.402 (hereinafter a "HIPM Breach"). The partiesacknowledge and agree that 45 C.F.R. §164.404, as described below in thisSection 9.1, governs the determination of the date of a HIPM Breach. In theevent of any conflict between this Section 9.1 and the ConfidentialityRequirements, the more stringent requirements shall govern.

Business Associate will, following the discovery of a HIPM Breach, notifyCovered Entity immediately and in no event later than three (3) business daysafter Business Associate discovers such HIPM Breach, unless BusinessAssociate is prevented from doing so by 45 C.F.R. §164.412 concerning lawenforcement investigations. For purposes of reporting a HIPM Breach toCovered Entity, the discovery of a HIPM Breach shall occur as of the first day onwhich such HIPM Breach is known to the Business Associate or, by

exercising

reasonable diligence, would have been known to the Business Associate.

Business Associate will be considered to have had knowledge of a HIPM Breachif the HIPM Breach is known, or by exercising reasonable diligence would havebeen known, to any person (other than the person committing the HIPAA Breach)who is an employee, officer or other agent of the Business Associate.

No later than seven (7) business days following a HIPAA Breach, BusinessAssociate shall provide Covered Entity with sufficient information to permitCovered Entity to comply with the HIPAA Breach notification requirements setforth at 45 C.F.R. §164.400 et seq. Specifically, if the following information isknown to (or can be reasonably obtained by) the Business Associate, BusinessAssociate will provide Covered Entity with: (i) contact information for individualswho were or who may have been impacted by the HIPAA Breach (e.g., first andlast name, mailing address, street address, phone number, email address); (ii) abrief description of the circumstances of the HIPAA Breach, including the date ofthe HIPM Breach and date of discovery; (iii) a description of the types ofunsecured PHI involved in the HIPAA Breach (e.g., names, social securitynumber, date of birth, address(es), account numbers of any type, disability codes,diagnostic and/or billing codes and similar information); (iv) a brief description ofwhat the Business Associate has done or is doing to investigate the HIPMBreach, mitigate harm to the individual impacted by the HIPAA Breach, and

3'7 Exhibit 1- Business Assoc 1-6


protect against future HIPAA Breaches; and (v) appoint a liaison and providecontact information for same so that the Covered Entity may ask questions orlearn additional information concerning the HIPAA Breach.

Following a HIPAA Breach, Business Associate will have a continuing duty toinform Covered Entity of new information learned by Business Associateregarding the HIPAA Breach, including but not limited to the information describedin items (i) through (v), above.

9.2. Data Breach Notification and Mitigation Under Other LawsIn addition to the requirements of Section 9.1, Business Associate agrees toimplement reasonable systems for the discovery and prompt reporting of anybreach of individually identifiable information (including but not limited to PHI, andreferred to hereinafter as "Individually Identifiable Information") that, if misused,disclosed, lost or stolen, Covered Entity believes would trigger an obligation underone or more State data breach notification laws (each a "State Breach") to notifythe individuals who are the subject of the information.

Business Associate agrees that in the event any Individually IdentifiableInformation is lost, stolen, used or disclosed in violation of one or more State databreach notification laws, Business Associate shall promptly: (i) cooperate andassist Covered Entity with any investigation into any State Breach or alleged StateBreach; (ii) cooperate and assist Covered Entity with any investigation into anyState Breach or alleged State Breach conducted by any State Attorney General orState Consumer Affairs Department (or their respective agents); (iii) comply withCovered Entity's determinations regarding Covered Entity's and BusinessAssociate's obligations to mitigate to the extent practicable any potential harm tothe individuals impacted by the State Breach; and (iv) assist with theimplementation of any decision by Covered Entity or any State agency, includingany State Attorney General or State Consumer Affairs Department (or theirrespective agents), to notify individuals impacted or potentially impacted by

a

State Breach.

9.3. Breach IndemnificationBusiness Associate shall indemnify, defend and hold Covered Entity and itsofficers, directors, employees, agents, successors and assigns harmless, fromand against all reasonable losses, claims, actions, demands, liabilities, damages,costs and expenses (including costs of judgments, settlements, court costs andreasonable attorneys' fees actually incurred) (collectively, "Information DisclosureClaims") arising from or related to: (i) the use or disclosure of IndividuallyIdentifiable Information (including PHI) by Business Associate in violation of theterms of this Agreement or applicable law, and (ii) whether in oral, paper orelectronic media, any HIPAA Breach of unsecured PHI and/or State Breach ofIndividually Identifiable Information by Business Associate.

If Business Associate assumes the defense of an Information Disclosure Claim,Covered Entity shall have the right, at its expense and without indemnificationnotwithstanding the previous sentence, to participate in the defense of suchInformation Disclosure Claim. Business Associate shall not take any final actionwith respect to any Information Disclosure Claim without the prior written consent

Exhibit 1- Business Assoc 1 -7 87

Santa Cruz County EMS Agency Contract #1818 0336ImageTrend Elecronic Patient Care Record System Agreement

of Covered Entity. Covered Entity likewise shall not take any final action withrespect to any Information Disclosure Claim without the prior written consent ofBusiness Associate.

To the extent permitted by law and except when caused by an act of CoveredEntity or resulting from a disclosure to a Recipient required or directed byCovered Entity to receive the information, Business Associate shall be fully liableto Covered Entity for any acts, failures or omissions of Recipients in furnishing theservices as if they were the Business Associate's own acts, failures or omissions.

Covered Entity shall indemnify, defend and hold Business Associate and itsofficers, directors, employees, agents, successors and assigns harmless, fromand against all reasonable losses, claims, actions, demands, liabilities, damages,costs and expenses (including costs of judgments, settlements, court costs andreasonable attorneys' fees actually incurred) (collectively, "Information DisclosureClaims") arising from or related to: (i) the use or disclosure of IndividuallyIdentifiable Information (including PHI) by Covered Entity, its subcontractors,agents, or employees in violation of the terms of this Agreement or applicable law,and (ii) whether in oral, paper or electronic media, any HIPM Breach ofunsecured PHI and/or State Breach of Individually Identifiable Information byCovered Entity, its subcontractors, agents, or employees.

9.4. Costs and TimelinessCovered Entity and Business Associate shall seek to keep costs or expenses thatthe other may be liable for under this Section 9, including Information DisclosureClaims, to the minimum reasonably required to comply with the HITECH Act andHIPM. Covered Entity and Business Associate shall timely raise all applicableaffirmative defenses in the event a violation of this Agreement, or a use ordisclosure of PHI or EPHI in violation of the terms of this Agreement or applicablelaw occurs.

10. Term and Termination10.1.This Agreement shall commence on the Effective Date and shall remain in effect untilterminated in accordance with the terms of this Section 10, provided, however, thattermination shall not affect the respective obligations or rights of the parties arisingunder this Agreement prior to the effective date of termination, all of which shallcontinue in accordance with their terms.

10.2.Covered Entity shall have the right to terminate this Agreement for any reason uponthirt (30) days written notice to Business Associate.

10.3.Covered Entity, at its sole discretion, may immediately terminate this Agreement andshall have no further obligations to Business Associate if any of the following eventsshall have occurred and be continuing:

(i) Business Associate fails to observe or perform any material covenantor obligation contained in this Agreement for ten (10) days after written

37 Exhibit 1- Business Assoc 1-8


0337

notice thereof has been given to the Business Associate by CoveredEntity; or

(ii) A violation by the Business Associate of any provision of the ConfidentialityRequirements or other applicable federal or state privacy law relating to theobligations of the Business Associate under this Agreement.

10.4.Termination of this Agreement for either of the two reasons set forth in Section 10.3above shall be cause for Covered Entity to immediately terminate for cause anyBusiness Arrangement pursuant to which Business Associate is entitled to receive PHIfrom Covered Entity.

10.5.Upon the termination of all Business Arrangements, either Party may terminate thisAgreement by providing written notice to the other Party.

10.6.Upon termination of this Agreement for any reason, Business Associate agrees eitherto return to Covered Entity or to destroy all PHI received from Covered Entity orotherwise through the performance of services for Covered Entity, that is in thepossession or control of Business Associate or its agents. In the case of PHI which isnot feasible to "return or destroy," Business Associate shall extend the protections ofthis Agreement to such PHI and limit further uses and disclosures of such PHI to thosepurposes that make the return or destruction infeasible, for so long as BusinessAssociate maintains such PHI. Business Associate further agrees to comply with otherapplicable state or federal law, which may require a specific period of retention,redaction, or other treatment of such PHI.

11. No WarrantyPHI IS PROVIDED TO BUSINESS ASSOCIATE SOLELY ON AN "AS IS" BASIS.COVERED ENTITY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS ORIMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OFMERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

12. Ineligible Persons

Business Associate represents and warrants to Covered Entity that Business Associate(i) is not currently excluded, debarred, or otherwise ineligible to participate in anyfederal health care program as defined in 42 U.S.C. Section 1320a-7b(f) ("he FederalHealthcare Programs"); (ii) has not been convicted of a criminal offense related to theprovision of health care items or services and not yet been excluded, debarred, orotherwise declared ineligible to participate in the Federal Healthcare Programs, and (iii)is not under investigation or otherwise aware of any circumstances which may result inBusiness Associate being excluded from participation in the Federal HealthcarePrograms. This shall be an ongoing representation and warranty during the term of thisAgreement, and Business Associate shall immediately notify Covered Entity of anychange in the status of the representations and warranty set forth in this section. Anybreach of this section shall give Covered Entity the right to terminate this Agreementimmediately for cause.



13. Miscellaneous

13.1. NoticeAll notices, requests, demands and other communications required or permittedto be given or made under this Agreement shall be in writing, shall be effectiveupon receipt or attempted delivery, and shall be sent by (i) personal delivery; (ii)certified or registered United States mail, return receipt requested; or (iii)overnight delivery service with proof of delivery. Notices shall be sent to theaddresses below. Neither party shall refuse delivery of any notice hereunder.

If to Covered Entity:

Santa Cruz County Health Services Agency1080 Emeline AveSanta Cruz, CA 95060

If to Business Associate:

ImageTrend, Inc.Attention: Michael J. McBradyStreet Address: 20855 Kensington Blvd.City, State, Zip Code: Lakeville, MN 55044

13.2. WaiverNo provision of this Agreement or any breach thereof shall be deemed waivedunless such waiver is in writing and signed by the Party claimed to have waivedsuch provision or breach. No waiver of a breach shall constitute a waiver of orexcuse any different or subsequent breach.

13.3. AssignmentNeither Party may assign (whether by operation or law or otherwise) any of itsrights or delegate or subcontract any of its obligations under this Agreementwithout the prior written consent of the other Party. Notwithstanding theforegoing, Covered Entity shall have the right to

assign its rights and obligations

hereunder to any entity that is an affliate or successor of Covered Entity,without the prior approval of Business Associate.

13.4. Severability

Any provision of this Agreement that is determined to be invalid orunenforceable will be ineffective to the extent of such determination withoutinvalidating the remaining provisions of this Agreement or affecting the validityor enforceability of such remaining provisions.

13.5. Entire AgreementThis Agreement constitutes the complete agreement between BusinessAssociate and Covered Entity relating to the matters specified in thisAgreement, and supersedes all prior representations or agreements, whetheroral or written, with respect to such matters.

8'7 Exhibit 1- Business Assoc

1-10


0339

In the event of any conflict between the terms of this Agreement and the termsof the Business Arrangements or any such later agreement(s), the terms of thisAgreement shall control unless the terms of such Business Arrangements aremore strict with respect to PHI and comply with the ConfidentialityRequirements, or the parties specifically otherwise agree in writing.

No oral modification or waiver of any of the provisions of this Agreement shallbe binding on either Part; provided, however, that upon the enactment of anylaw, regulation, court decision or relevant government publication and/orinterpretive guidance or policy that the Covered Entity believes in good faith willadversely impact the use or disclosure of PHI under this Agreement, CoveredEntity may amend the Agreement to comply with such law, regulation, courtdecision or government publication, guidance or policy by delivering a writtenamendment to Business Associate which shall be effective thirty (30) days afterreceipt. No obligation on either Party to enter into any transaction is to beimplied from the execution or delivery of this Agreement. This Agreement is forthe benefit of, and shall be binding upon the parties, their affiliates andrespective successors and assigns. No third part shall be considered a third-party beneficiary under this Agreement, nor shall any third party have any rightsas a result of this Agreement.

13.6. Governing LawThe validity of this Agreement and any of its terms or provisions, as well as therights and duties of the parties under this Agreement, will be construed pursuantto and in accordance with the laws of the State of California."

13.7. Equitable Relief

The parties understand and acknowledge that any disclosure ormisappropriation of any PHI in violation of this Agreement will cause the otherirreparable harm, the amount of which may be diffcult to ascertain, andtherefore agrees that the injured party shall have the right to apply to a court ofcompetent jurisdiction for specific performance and/or an order restraining andenjoining any such further disclosure or breach and for such other relief as theinjured party shall deem appropriate. Such right is to be in addition to theremedies otherwise available to the parties at law or in equity. Each partyexpressly waives the defense that a remedy in damages will be adequate andfurther waives any requirement in an action for specific performance orinjunction for the posting of a bond.

13.8. Nature of Agreement; Independent Contractor

Nothing in this Agreement shall be construed to create (i) a partnership, jointventure or other joint business relationship between the parties or any of theiraffiliates, or (ii) a relationship of employer and employee between the parties.Business Associate is an independent contractor, and not an agent of CoveredEntity. This Agreement does not express or imply any commitment to purchaseor sell goods or services.

13.9. Counterparts

This Agreement may be executed in one or more counterparts, each of whichshall be deemed an original, but all of which together shall constitute one and

Exhibit 1- Business Assoc I - 11 .?


the same document. In making proof of this Agreement, it shall not benecessary to produce or account for more than one such counterpart executedby the party against whom enforcement of this Agreement is sought. Signaturesto this Agreement transmitted by facsimile transmission, by electronic mail inportable document format (".pdf' form, or by any other electronic meansintended to preserve the original graphic and pictorial appearance of adocument, will have the same force and effect as physical execution anddelivery of the paper document bearing the original signature.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

(Print or Type Name)

COVERED ENTITY:

By:

President(Title) (Title)

Date_Ûi. il1b\\

Date

3" Exhibit 1- Business Assoc1 -12 -feG:.f'l-1-


0341


Exhibit J

Additional Terms

Exhibit J Additional Terms J-1 87

~~'



Exhibit J Additional Terms J-2


Exhibit J

Additional Terms

1.1 Non-Discrimination. EQUAL EMPLOYMENT OPPORTUNITY. Duringand in relation to the performance of this Agreement, VENDOR agrees asfollows:

A. The VENDOR shall not discriminate against any employee or applicant foremployment because of race, color, religion, national origin, ancestry, physicalor mental disability, medical condition (cancer related), marital status, sexualorientation, age (over 18), veteran status, gender, pregnancy, or any othernon-merit factor unrelated to job duties. Such action shall include, but not belimited to, the following: recruitment; advertising, layoff or termination; rates ofpayor other forms of compensation; and selection for training (includingapprenticeship), employment, upgrading, demotion, or transfer. The VENDORagrees to post in conspicuous places, available to employees and applicantsfor employment, notice setting forth the provisions of this non-discriminationclause.

B. If this Agreement provides compensation in excess of $50,000 to VENDORand if VENDOR employees fifteen (15) or.more employees, the followingrequirements shall apply:

(1) The VENDOR shall, in all solicitations or advertisements for employeesplaced by or on behalf of the VENDOR, state that all qualified applicants willreceive consideration for employment without regard to race, color, religion,national origin, ancestry, physical or mental disability, medical condition(cancer related), marital status, sexual orientation, age (over 18), veteranstatus, gender, pregnancy, or any other nonmerit factor unrelated to job duties.Such action shall include, but not be limited to, the following: recruitment;advertising, layoff or termination; rates of payor other forms of compensation;and selection for training (including apprenticeship), employment, upgrading,demotion, or transfer. In addition, the VENDOR shall make a good faith effortto consider MinoritylWomen/Disabled Owned Business Enterprises inVENDOR'S solicitation of goods and services, Definitions forMinoritylWomen/Disabled Business Enterprises are available from theCOUNTY General Services Purchasing Division.

(2) In the event of the VENDOR'S non-compliance with the non-discriminationclauses of this Agreement or with any of the said rules, regulations, or orderssaid VENDOR may be declared ineligible for further agreements with theCOUNTY.

(3) The VENDOR shall cause the foregoing provisions of this Section to beinserted in all subcontracts for any work covered under this Agreement by a

Exhibit J Additional Terms J-3 87


subcontractor compensated more than $50,000 and employing more thanfifteen (15) employees, provided that the foregoing provisions shall not applyto contracts or subcontracts for standard commercial supplies or rawmaterials.

1.2 Off-Shore Outsourcing of Services Vendor certifies that any servicesperformed on any purchase order or contract with the County of Santa Cruz,either by Vendor, or any subcontractor, will be performed solely by workerswithin the United States.

1.3 Living Wage Whenever applicable, the following provisions will applyto service agreements: "This contract is subject to the provisions of SantaCruz County Code Chapter 2.122, requiring payment of a living wage tocovered employees. Noncompliance during the term of the contract will beconsidered a material breach and may result in termination of the contract orpursuit of other legal or administrative remedies." If a contract for coveredservices in excess of $50,000 is terminated prior to its expiration, any newcontract with a subsequent Vendor for the same services must include thisterm: "Vendor shall make best effort to offer employment to qualifiedemployees of the prior Vendor for the performance of this contract. Suchefforts shall not be required in regard to employees who are: (1) exempt underthe Fair Labors Standards Act: (2) family members of the prior Vendor: (3)employed by the prior Vendor for less than six months: or (4) convicted of job-related or workplace crime. Upon request by the County, the Vendor shalldemonstrate to the County that good faith efforts have been made to complywith this provision."

1.4 License and Permits Vendor's employees shall possess all applicablelicenses and certifications required by the State of California and the County ofSanta Cruz. Such licenses and certifications are to be presented to the Countyprior to the contract signing. The Vendor shall also maintain all other businessand professional licenses that may be required by Federal, State and localcodes.

1.5 Entire Agreement This Agreement, including all attachments,embodies the entire agreement and understanding between Vendor andCounty with respect to the subject matter of this Agreement and supersedesall prior oral or written agreements and understandings relating to the subjectmatter of this Agreement. No statement, representation, warranty, covenant oragreement of any kind not expressly set forth in this Agreement shall affect, orbe used to interpret, change or restrict, the express terms and provisions ofthis Agreement. The terms and conditions of any purchase order or otherinstrument issued by County which are in addition to or inconsistent with thisAgreement shall be of no effect and shall not be binding on Vendor. In theevent of a conflict between the two documents, the Master Agreement shalltake precedence.

97 Exhibit J Additional Terms J.4