HomeMy WebLinkAboutDoc 005 - UNI-Care Beh Health AgrmtDeschutes County Board of Commissioners
1300 NW Wall St., Suite 200, Bend, OR 97701-1960
(541) 388-6570 - Fax (541) 385-3202 - www.deschutes.org
AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of January 12, 2011
Please see directions for completing this document on the next page.
DATE: January 5, 2011
FROM: Nancy England, Contract Specialist Phone: 322-7516
Health Services --Behavioral Health Division
TITLE OF AGENDA ITEM:
Consideration of Board signature of Document #2011-005, Agreement between UNI/Care Systems
Inc. and Deschutes County Health Services, Behavioral Health Division.
PUBLIC HEARING ON THIS DATE? No
BACKGROUND AND POLICY IMPLICATIONS:
Through a Request for Proposal (RFP) process, UNI/CARE Systems, Inc. was selected as the best
choice over seventeen other interested vendors to provide an electronic medical records system. On
July 7, 2010 the Board of County commissioners issued an Intent to Award for the contract for
Deschutes County Health Services Behavioral Health Information Management and Electronic
Records System.
Health Services Behavioral Health Department's practice management system was developed by
Deschutes County's IT Department and that department will soon cease to support this software.
The purpose of this current system (Accuterm) is to track client information, client billing, create
appointments and create reports. On January 22, 2010, Health Services issued a RFP to replace the
current software with an electronic medical records system which will not only satisfy the needs of
the current system but meet the future needs of having all client records on an electronic file as
opposed to a paper file. An electronic medical health record consists of client data such as client
demographics, progress notes, medications, past medical history. An electronic health record has
the ability to generate a complete record of a client encounter as well as provide quality
management data and outcomes reporting. The selected electronic medical record system is fully
integrated between clinical, billing and administrative functions and includes the ability to process
information from claims to billing which will ensure full and accurate filings.
UNI/CARE Systems, Inc. is the selected vendor because in their twenty-nine year history of being
in business, they have become an expert in the behavioral health industry. They have the
technology, professional staff and understanding of the behavioral health industry to provide
Deschutes County Health Services with an electronic medical records system that addresses
changes in the mental health industry and stay abreast of future changes in the field. They offer the
most thorough and comprehensive services in the market of behavioral health electronic records.
Through this contract, UNI/CARE shall implement new software that is fully integrated and
adaptable for continuity of client care.
FISCAL IMPLICATIONS:
Approximate maximum compensation including licensing, installation, consulting and maintenance
fees: $440,003 plus monthly a monthly maintenance fee of $4,423.
RECOMMENDATION & ACTION REQUESTED:
Behavioral Health requests approval and signature
ATTENDANCE: Christian Grijalva, Administrative Analyst
DISTRIBUTION OF DOCUMENTS:
Executed copies to:
Nancy England, Contract Specialist, Health Services
DESCHUTES COUNTY DOCUMENT SUMMARY
(NOTE: This form is required to be submitted with ALL contracts and other agreements,
regardless of whether the document is to be on a Board agenda or can be signed by the County
Administrator or Department Director. If the document is to be on a Board agenda, the Agenda
Request Form is also required. If this form is not included with the document, the document will
be returned to the Department. Please submit documents to the Board Secretary for tracking
purposes, and not directly to Legal Counsel, the County Administrator or the Commissioners. In
addition to submitting this form with your documents, please submit this form electronically to
the Board Secretary.)
Date:
Please complete all sections above the Official Review line.
December 27, 2010
Department:
Health Services, Behavioral Health
Contractor/Supplier/Consultant Name:
Contractor Contact:
May Ahdab
UNI/CARE Systems, Inc.
Contractor Phone #:
Type of Document: Personal Services Contract
941-954-3403
Goods and/or Services: UNI/CARE Systems, Inc. has the technology, professional staff and
understanding of the behavioral health industry to provide Deschutes County Health Services
with an electronic medical records system that addresses changes in the mental health industry
and stays abreast of future changes in the field.
Background & History: Over its twenty-nine year history, UNI/CARE Systems, Inc. has
become an expert in the behavioral health industry. They offer the most thorough and
comprehensive services in the market of behavioral health electronic records.
Through this contract, UNI/CARE shall implement new software that is fully integrated and
adaptable for continuity of client care. The system shall include a practice management system,
client accounting, administrative functions and electronic records management. In addition to
providing the licensed programs and materials, UNI/CARE shall also provide installation,
training, support and consulting services.
Agreement Starting Date:
January 1, 2011
Annual Value or Total Payment: 1 Approximate maximum compensation including licensing,'
nstallation, consulting and maintenance fees: $440,003 plus monthly maintenance fee $4,423
® Insurance Certificate Received (check box)
Insurance Expiration Date:
Check all that apply:
• RFP, Solicitation or Bid Process
❑ Informal quotes (4150K)
❑ Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37)
12/27/2010
Funding Source: (Included in current budget? ® Yes 0 No
If No, has budget amendment been submitted? 0 Yes 0 No
is this a Grant Agreement providing revenue to the County? 0 Yes ® No
Special conditions attached to this grant:
Deadlines for reporting to the grantor:
If a new FTE will be hired with grant funds, confirm that Personnel has been notified that it is a
grant -funded position so that this will be noted in the offer letter. 0 Yes 0 No
Contact information for the person responsible for grant compliance: Name:
Phone #:
Departmental Contact and Title:
Phone #:
541-322-7516
Department Director Approval:
Nancy England, Contract Specialist
Dcx-30,la
Date
Distribution of Document: Return both originals to Nancy England, Behavioral Health
Department.
Official Review:
County Signature Required (check one): I-61 BOCC 0 Department Director (if <$25K)
0 Administrator (if >$2 but <$150K; if >$150K, BOCC Order No.
Legal Review � ,",� Date /- 1/- //
Document Number 2011-005
CONFIDENTIAL DOCUMENTS
The agreement referenced herein specifies the terms and
conditions under which the product or services are to be
provided to Deschutes County.
It contains proprietary information and is a confidential
document; therefore, the agreement in its entirety is not
shown here.
Upon approval of all parties, a sealed copy of the
agreement will be on file with the Deschutes County
Clerk's Office.
If there are questions about this protocol or the agreement,
please contact Deschutes County Legal Counsel at
(541)388-6623.
December 21, 2010
GENERAL AGREEMENT
This GENERAL AGREEMENT made and entered into this day of January 2011, by
Deschutes County Health Services, a political subdivision of the State of Oregon, 2577 NE
Courtney Drive, Bend, Oregon 97701 (hereinafter "Licensee") and UNUCARE Systems, Inc., a duly
licensed Florida Corporation incorporated pursuant to the laws of the State of Florida, with principal
offices located at 540 N. Tamiami Trail, Sarasota, FL 34236 (hereinafter "Licensor").
WITNESSETH:
WHEREAS, Licensor has developed and desires to provide to Licensee certain application
software for an electronic records system, including support documentation and related installation,
consulting and training services and on-going software support services as more fully described
herein;
WHEREAS, Licensee desires to license from Licensor certain application software for an
electronic records system, including support documentation and related installation, consulting and
training services and on-going software support services;
NOW, THEREFORE, and in consideration of the mutual premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:
SECTION 1
DEFINITIONS
As used in this Agreement, the following capitalized terms have the meanings ascribed to
them below, and include the plural, as well as the singular:
1.01 Acceptance: has the meaning set forth in Subsection 5.05 of this Agreement.
1.02 Acceptance Criteria: Means the Specifications against which the Licensed
Programs shall be evaluated in accordance with Section 5 of this Agreement.
1.03 Acceptance Tests: means those procedures described in the General Agreement,
to be conducted by Licensee in order to determine whether the Licensed Programs have the ability
to support the Functionality Acceptance Criteria described in Section 5 and Exhibit E to this
Agreement.
1.04 Agreement: means this General Agreement, together with the following Exhibits,
all of which are incorporated by reference into, and made a part of this Agreement:
Exhibit A
Exhibit B
Exhibit C
Exhibit D
License End -User Agreement;
Approved Designated Equipment;
Support Services Agreement;
Price List;
UNI/CARE Systems, Inc.
11 REVIE ' D
LEGAL COUNSEL
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t�C -2011-00!
December 21, 2010
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
Exhibit K
Exhibit L
Functionality Acceptance Criteria;
Functionality Acceptance Certificate;
Negotiated Rates;
Business Associate Agreement;
Implementation Schedule;
Installation Services, Training Services and Consulting
Services;
Interfaces and Conversions; and
Licensed Content - Lexi -Comp Medication Table
1.05 Certification: means Licensee's receipt of applicable notice from Licensor that
Licensor has completed the Installation of the Licensed Programs on the Equipment.
1.06 Concurrent Users: means the number of Users who are simultaneously accessing
the Licensed Programs and Licensed Utilities over the Licensee's network at any one time.
1.07 Consulting Services: means the services that Licensor offers to Licensee in order
to implement the Licensed Programs and Licensed Utilities, as more particularly described in Exhibit
D (Price List), Exhibit I (Implementation Schedule), and Exhibit J (Installation Services, Training
Services and Consulting Services).
1.08 Designated Equipment: means the equipment identified in Exhibit B to this
Agreement.
1.09 Enhancements: means all Licensor Updates, upgrades, additions, and changes
to, and future releases for the Licensed Programs and Licensed Materials in whole or in part,
including without limitation: (1) updated Versions of the Licensed Programs and Licensed Materials
to operate on upgraded Versions of firmware or upgraded versions of Equipment; and (2) updated
Versions of Licensed Programs and Licensed Materials that encompass improvements, extensions,
maintenance updates, error corrections, or other changes that are logical improvements or
extensions of the Licensed Programs and Licensed Materials supplied to Licensee.
1.10 Functional Requirements: means Licensee's requirements for the functionality
of the Licensed Programs, as defined in Exhibit E.
1.11 Functionality Acceptance Criteria: means the performance standards by which
to measure the ability of the Licensed Programs to support the functionality described in Subsection
5.03 and Exhibit E of this Agreement.
1.12 Implementation Schedule: means the implementation and training plan attached
hereto in Exhibit I, which outlines various Installation Services, Training Services and Consulting
Services necessary to implement the Licensed Programs and Licensed Utilities at Licensee's sites.
1.13 Installation: means loading the standard Licensed Programs and Licensed Utilities
on the Designated Equipment and verifying accessibility on a User workstation. This does not
include any required customization and/or the programming of third parties requirements.
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December 21, 2010
1.14 Installation Services: means the installation, set up, testing, and related
services relating to the standard Licensed Programs and Licensed Utilities which are required to
make the standard Licensed Programs and Licensed Utilities ready for use by Licensee, as outlined
in Exhibit D (Price List), Exhibit I (Implementation Schedule) and Exhibit J (Installation Services,
Training Services and Consulting Services).
1.15 Installation Acceptance: means Licensee's Acceptance of the Licensed Programs
and Licensed Utilities upon their Installation on the Designated Equipment.
1.16 Interfaces: means Custom Programs described as such in Exhibit K.
1.17 Installation Acceptance Certificate: means the form included in Exhibit F.
1.18 License: means the rights granted Licensee pursuant to Section 2 hereof.
1.19 Licensed Materials: means the user guides, training materials, supplemental
materials and other documentation (and all revisions thereto) provided by Licensor to Licensee
relating to the Licensed Programs and Licensed Utilities.
1.20 Licensed Programs: means all the application software in object code format
only, recorded on CD or other media and provided by or through Licensor to Licensee and listed on
Exhibits A and D attached hereto. Any third party ownership of these Licensed Programs is set forth
in Exhibit A.
1.21 Licensed Utilities: means all the software in object code format only, recorded
on CD or other media and provided by or through Licensor to Licensee to enable User interface to
the Licensed Programs, and listed on Exhibit A and D attached hereto. Any third party ownership
of these Licensed Utilities is set forth in Exhibit A.
1.22 Permitted Purpose: means the Licensee's own corporate internal use only, of
Licensed Programs, Licensed Utilities and Licensed Materials, for purposes outlined in Section 2
of this Agreement. Any consortium of agencies agreement needs to be documented in this General
Agreement.
1.23 Proprietary Information: means information defined as such in Section 7.
1.24 Release: means a sequential product release of the Licensed Programs and
Licensed Materials, with additional functionality, and fixes; designated with a numerical Version
number. New Releases include bug fixes, as well as requested Enhancements, are issued
periodically, and are made commercially available to Licensor's customers by electronic download.
1.25 Specifications: means the description of the features and functions of the
Licensed Programs set forth in Exhibit E of this Agreement and the Licensed Materials.
1.26 Support Services: means the services that Licensor provides to Licensee
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December 21, 2010
pursuant to the Support Services Agreement attached hereto as Exhibit C.
1.27 Training Services: means the services that Licensor provides to Licensee in order
to prepare Licensee to use the Licensed Programs and Licensed Utilities as outlined in Exhibit D
(Price List), Exhibit I (Implementation Schedule), and Exhibit J (Installation Services, Training
Services and Consulting Services).
1.28 Update: means fixes as well as agreed upon changes to Licensed Programs,
Custom Programs and Enhancements.
1.29 Users: means an employee or agent of Licensee who has concurrent access as
defined in Section 2 of this Agreement, to any of the Licensed Programs and Licensed Utilities
provided by Licensor to Licensee and listed in Exhibit A and D attached hereto.
SECTION 2
LICENSE
2.01 License Grant: Subject to the conditions specified in this Agreement and Licensor's
termination rights pursuant to Section 9 of the General Agreement, Licensor hereby grants to
Licensee, a royalty free, non-exclusive, non -transferable License for the number of Concurrent
Users set forth in Exhibit D, to use the Licensed Programs, Licensed Utilities and Licensed Materials
for the length of the term of this General Agreement.
2.02 Permitted Purpose: Licensee hereby agrees:
(a) to access the Licensed Programs, Licensed Utilities
and Licensed Materials within the number of
Concurrent Users identified in Exhibit D of this
Agreement;
(b) to use the Licensed Programs, Licensed Utilities and
Licensed Materials only for its own corporate use and
within the scope of Licensee's operations;
(c) to install the Licensed Programs and Licensed Utilities
only on the Designated Equipment;
(d) to comply with Licensor's proprietary rights as detailed
in Section 7 of this Agreement;
(e) to obtain all Licensor's Licensed Programs, Licensed
Utilities and Licensed Materials developed by Licensor
and/or licensed by Licensor, only through Licensor
and no other person or entity;
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December 21, 2010
(f) to make archival copies of those portions of the
Licensed Programs, Licensed Utilities and Licensed
Materials that are provided on machine readable
media or paper copies, provided such copies are
strictly for Licensee's internal use in accordance with
this Agreement, and provided such copies are not
installed on equipment other than the Designated
Equipment; and
(g)
to copy the Licensed Materials as reasonably required
for Licensee's internal use of the Licensed Programs
and Licensed Utilities, in accordance with this
Agreement.
2.03 Scope of Services: Licensor shall provide to Licensee:
(a)
Licensed Programs that meet the Functionality
Acceptance Criteria as defined in Section 5.03 of this
Agreement, only in object code form as detailed in
Exhibits A and D of this Agreement;
(b) approval of Operating System and Designated
Equipment as specified in Exhibit B of this Agreement;
(c) Licensed Materials relating to the Licensed Programs
and Licensed Utilities as specified in Exhibit D of this
Agreement;
(d) Installation Services, Training Services and
Consulting Services in accordance with the
Implementation Schedule, as specified in Exhibits I
and J of this Agreement;
(e)
Support Services as set forth in the Support Services
Agreement attached hereto as Exhibit C; and
(f) such other additional services as may be requested by
Licensee for data conversion, database partitions,
interface customization, or management of projects,
that are not defined in Exhibit D, at the negotiated
rates set forth in Exhibit G.
2.04 Conditions: Licensee hereby agrees:
(a)
to use the Licensed Programs, Licensed Utilities and
Licensed Materials only for Permitted Purposes, only
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December 21, 2010
on the Designated Equipment ;
(b) to perform with Licensor a system audit on a monthly
basis, which will allow Licensor to confirm all Licensed
Programs and Licensed Utilities installed on
Licensee's Designated Equipment and update the
License number of Users assigned to Licensee by
Licensor and ensure that Licensed Programs and
Licensed Utilities have not been modified, duplicated
or deleted;
(c) not to copy, reproduce, or modify any of the Licensed
Programs and Licensed Utilities, or reproduce any
Licensed Materials or other information provided in
connection with the Licensed Materials except as
authorized in this Agreement;
(d) not to (i) de -compile, disassemble, or otherwise
reverse engineer all or any part of the Licensed
Programs and Licensed Utilities, or (ii) create,
produce, market, license or sell any product that
competes with any of the Licensed Programs and
Licensed Utilities, or (iii) permit any other person to do
any of the foregoing.
(e) to make archive copies of the Licensed Programs and
Licensed Utilities strictly for Licensee's own corporate
internal use. At all times during which any copy of the
Licensed Programs and Licensed Utilities in
Licensee's possession or under Licensee's control is
not installed for use on the Designated Equipment,
Licensee shall store such copy of the Licensed
Programs and Licensed Utilities in a manner that will
reasonably protect the copy from theft or unauthorized
disclosure;
(f) not to take any action that would encumber the
Licensed Programs and Licensed Utilities and related
Licensed Materials or expose the Licensed Programs
and Licensed Utilities and related Licensed Materials
to any claims, transfers, conversion, or other form of
encumbrance; and
(g) to acknowledge that the Licensed Programs and
Licensed Utilities may be derived, in part, from the
software of third parties. As a condition to Licensee's
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December 21, 2010
right to use the Licensed Programs and Licensed
Utilities and related Licensed Materials, Licensee shall
execute and deliver any other License Agreement,
Non -disclosure Agreement and Registration Form that
such a third party may require; provided that such
other agreement or form shall not (i) preclude
Licensee from using the Licensed Programs, Licensed
Utilities and Licensed Materials to conduct Licensee's
business, or (ii) impose any fee or any obligation more
stringent than that set forth in this Agreement.
2.05 Licensed Programs Updates: The Licensed Programs and Licensed Utilities
shall include all improvements or modifications of the version or versions of the Licensed Programs
and Licensed Utilities which Licensor has licensed to Licensee, and implemented or otherwise
released by Licensor from time to time during the term of this Agreement, and all related Licensed
Materials in written form and/or identified in the Exhibits attached hereto or used in connection with
the Licensed Programs and the Licensed Utilities as implemented by Licensor. Licensor shall
provide such updates and new releases to Licensee pursuant to the terms of the Support Services
Agreement attached hereto as Exhibit C. Licensed Programs updates may also require Equipment
upgrades by Licensee.
SECTION 3
SALE OF EQUIPMENT
Non -Applicable
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