HomeMy WebLinkAboutSoftware Agreement - MHIN, Inc. - Management for Mobile Integrated Community Health Outreach Program1316 COUNTY -CITY Bol,I)IN(i
227 W. JEFFERSON Boui.EVARD
Souj'ii BFND. INDIANA 46601-1830
2510M
Kelly Hahaj
Michiana Health Information Network, Inc,
I&M Building
220 W Colfax Avenue #200
South Bend, IN 46601
RE: Software Agreement
Dear Mr. Hahaj:
PIIONF 574/235-9251
FAX 574/ 235-9171
The Board of Public Works, at its meeting held on May 8, 2018, approved the above
referenced agreement regarding software and records management for the Mobile Integrated
Community Health Outreach Program (Community Paramedicine) in the amount of
$10,776.
Enclosed please find the original of the agreement for your signature. Please sign and return
the original agreement to our office and retain a copy for your records.
If you have any further questions regarding this matter, please call this office at (574) 235-
9251.
Sincerely,
Linda M. Martin, Clerk
Enclosure
c: Andrew Myer, Fire Department
Todd Skwarcan, Fire Department
GARY A. Gii,o'r SUZANNA M. FRITZBEW ELIZABETH A. MARADIK JAMEs A. MUELLER THERESE J. DORAU
W A 0 AN UIWM [: Al a 1 0 1 N =-Cole] N
Prepared For-.
South Bend Fire Department
RE: Mobile, Integrated Community Health Outreach (MlCHO)
Delivered To:
Mr. Andrew J. Myer
Assistant Chief of EMS
South Bend Fire Department
amyer@southbendin,gov
(574) 235-7562
Description:
MHIN Electronic Health Record System Agreement
ID Number:
SBFD06082018-MICHO
Date:
May 8, 2018
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MICHIANA HEALTH INFORMATION NETWORK
ELECTRONIC HEALTH RECORD SERVICE PROVIDER AGREEMENT
This MHIN Electronic Health Record Service Provider Agreement (the "Agreement") is entered into as of the
81" day of May, 2018 ("Effective Date") by and between Michiana Health Information Network, LLC ("MHIN")
and the City of South Bend acting by and through its Board of Public Works, on behalf of the South Bend Fire
Department (the "Practice") (collectively, "the Participant"). MHIN and Participant are each referred to
individually herein as a "Party" or collectively as the "Parties,"
MHIN has established and manages an Electronic Health Record ("EHR") and Health Information Exchange
("HIE") that operate on equipment and operating system software used by MHIN (the "MHIN System") and
consists of certain computer systems provided by other software and equipment vendors.
NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, MHIN and Practice
agree as follows:
Agreement and Effective Date.
As of the Effective Date, MHIN and Practice hereby agree that (i) Practice will have the rights and obligations
relating to the use of the EHR Services set forth in the Agreement; and (ii) MHIN will make the EHR Services
available and fulfill the other obligations of the Agreement.
Complete Agreement. This Agreement includes, and incorporates by reference:
2.1 Exhibit A - Definitions
2.2 Exhibit B - Terms and Conditions
2.3 Exhibit C - Scope of Services
2.4 Exhibit D - Investment Overview
2.5 Exhibit E - Health Care Provider System Recommendations
2.6 Exhibit F - Business Associate Agreement
2.7 Exhibit G - Help -Desk Information
2.8 Exhibit H - HIO Data Exchange Participant Agreement
2.9 Exhibit I —Acknowledgment of Obligation to Information Patients of Participation
3. Effective Date. The Agreement is effective as of the date on which it is executed by MHIN,
as set forth in the signature lines on the next page:
MHIN Form #3013 Revised: 0810812014 Page 2 of 19
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Agreed to:
CITY OF SOUTH BEND
BOARD OF PUBLIC WORKS
Gary A. Gilot
Ja s A. Mueller
Elizabeth A. Maradik
.Suu,,nm µ Al P-f tag
Therese J. lJorau
ATTES
Linda Martin, Clerk
MHIN, Inc.
By: Kelly Hahaj, CEO
Date
MHIN Form #3013 Revised: 0810812014 Page 3 of 19
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EXHIBIT A: MHIN ELECTRONIC HEALTH RECORD SERVICE PROVIDER AGREEMENT
DEFINITIONS
The following terms shall have the meaning ascribed to them in this Exhibit A when used in the Agreement.
a. "Agreement" shall mean the MHIN Electronic Health Record Service Provider Agreement and Exhibit
A: Definitions; Exhibit B: Terms and Conditions; Exhibit C: Scope of Services; Exhibit D: System
Recommendations; Exhibit E: Investment Overview; Exhibit F: HIPAA Business Associate
Agreement; Exhibit G: Help Desk Information; Exhibit H: HIO Data Exchange Participant Agreement,
b. "Applicable Law" shall mean the federal, state and local laws, rules, policies or regulations adopted by
administrative agencies that are applicable to either MHIN's or Practice or a party's rights and
obligations under the Agreement, including, without limitation, laws, rules and regulations applicable
to the confidentiality of patient records and the protected information of Individuals, such as HIPAA,
as defined in Section 1 below.
c. "Authorized End User(s)"shall mean each licensed EMS Paramedic and/or administrative user
("Administrative User") identified by Practice to MHIN for provision of access to the MHIN Service, as
such Authorized End Users are updated from time to time during the Term.
d. "Confidential Information" shall mean information that relates to a party's past, present, or future
business activities, fees, finances, practices, protocols, products, services, information, content,
technical knowledge, information obtained pursuant to this Agreement, which is otherwise protectable
by patent, copyright or trade secret, which has been designated in writing as confidential when
disclosed to the other party to the Agreement or which is, by its nature, something that would
reasonably be understood to be confidential by a recipient familiar with the health care industry.
Notwithstanding the foregoing, the term "Confidential Information" does not include any information
which (i) was already known to the Receiving Party; (ii) was generally available to the public prior to
disclosure to the Receiving Party; (iii) was developed by the Receiving Party independently of
disclosure by the Disclosing Party; or (iv) was disclosed to the Receiving Party by a third party without
any obligation of confidentiality or restriction on use. Confidential Information also does not include
Data, which is subject to Applicable Law and to the separate provisions of the Agreement specific to
Data, including the Business Associate Agreement (Exhibit F).
e. "Data" shall mean medical, other health care, and/or demographic information of or about an Individual
which is transmitted to and maintained in the MHIN System, all in accordance with the provisions of
this Agreement and the requirements of Applicable Law, including without limitation, HIPAA and state
medical privacy laws.
f. "Data Conversion" shall mean any tasks required to convert Practice's Data from electronic or paper
format to a format that is capable of being accepted into the MHIN System.
g. "Electronic Health Record" or "EHR" shall mean a longitudinal electronic record of patient health
information generated by one or more encounters in any care delivery setting. Included in this
information are patient demographics, progress notes, problems, medications, vital signs, past
medical history, immunizations, laboratory data and radiology reports. The EHR automates and
streamlines the clinician's workflow. The EHR has the ability to generate a complete record of a clinical
patient encounter - as well as supporting other care -related activities directly or indirectly via interface
- including evidence -based decision support, quality management, and outcomes reporting.
h. "Go Live" shall mean Practice's, or any of its Authorized End Users', first acceptance and use of the
MHIN Service in a live, production environment using actual Practice data.
i. "HIPAA" shall mean the Health Information Portability and Accountability Act of 1996, specifically
including the Standards for Privacy of Individually Identifiable Health Information and the Security
Standards for the Protection of Electronic Protected Health Information (45 C.F.R. Parts 160 and 164)
as amended by the Health Information Technology for Economic and Clinical Health Act, enacted as
Title XIII, Subtitle D of the American Recovery and Reinvestment Act of 2009 and as any further
MHIN Form #3013 Revised: 0810812014 Page 4 of 19
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amendments, modification, or renumbering which occurs or takes effect during the term of the
Agreement.
j. "HITECH" shall mean the Health Information Technology for Economic and Clinical Health Act ("The
HITECH Act"), enacted as part of the American Recovery and Reinvestment Act of 2009 ("ARRA").
k. "Individual" shall mean the individual person or, if appropriate in the context in which it occurs, the
individual's legal representative, authorized to act for the Individual under Applicable Law for matters
relating to Data.
I. "MHIN Affiliate" shall mean any entity that controls, is controlled by, or is under common control, of
MHIN.
m. "MHIN Service" shall mean the MHIN EHR, an electronic health record service for medical practices,
as such service is updated from time to time by MHIN.
n. "Services" shall mean, individually and collectively, the MHIN Service and the services described in
Section 2 provided by MHIN hereunder.
o. "Third Party Agreements" shall mean the terms and conditions set forth in Exhibit B that govern the
use of the Third Party Services.
p. "Third Party Services" shall mean the third party services identified in Exhibit B.
A defined term, indicated by capitalization of the first letter(s), not otherwise set forth above or elsewhere
in the Agreement shall have the meaning stated in HIPAA or, if not defined in HIPAA, assigned by other
Applicable Law,
[END OF DEFINITIONS]
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EXHIBIT B: MHIN ELECTRONIC HEALTH RECORD SERVICE PROVIDER AGREEMENT
TERMS AND CONDITIONS
1. Access to MHIN Service: Ownership. Data
a. Subject to Practice's compliance with this Agreement, MHIN hereby grants Practice and each
of Practice's Authorized End Users the limited, non-exclusive, nontransferable, revocable right to: (i) access
and use the MHIN Service during the Term, solely for managing data pertaining to Practice's patients and
clinical practice and (ii) access and use to the Third Party Services pursuant to (and in compliance with) the
applicable Third Party Agreements.
b. Practice will provide MHIN with the name and contact information for each of its Authorized
End Users and MHIN will provide each Authorized End User a unique user identification name and password
to access and use the MHIN Service ("User ID(s)"). Practice will (i) limit access and use of the MHIN Service
to only Authorized End Users, (ii) ensure the security and confidentiality of its User IDs and will be responsible
for the use of, and all activities performed under, its User IDs, and (iii) notify MHIN as soon as practicable, but
in any event no later than five (5) business days after termination of its relationship with any of its Authorized
End Users so that any access by such former Authorized End User can be timely deactivated,
C. MHIN will provide sufficient training, materials, and communication as updated from time to
time by MHIN in its discretion, to enable Practice and its Authorized End Users to use the MHIN Service (the
"User Documentation"),
d. MHIN will provide access and use of the MHIN Service in accordance with the Scope of
Services set forth in Exhibit C.
e. MHIN has the right, from time to time, to make modifications to the MHIN Service. MHIN
will deliver to Practice reasonable advance notice of any modifications that may impact Practice's use of
or access to the MHIN Service.
f. The MHIN Service and all intellectual property rights in and to the MHIN Service are, as
between MHIN and Practice, the sole and exclusive property of MHIN, including any modifications or
improvements thereto, and all recommendations or ideas for modifications, customizations, improvements or
enhancements to the MHIN Service submitted by Practice to MHIN or its personnel. MHIN reserves all rights
not expressly granted pursuant to this Agreement. Practice will not: (i) attempt to modify, reverse compile,
disassemble or otherwise reverse engineer the source or object code of the MHIN Service; (ii) copy, distribute,
license, sell or otherwise make available including through any dial -up, remote access, interactive or other on-
line service, directly or indirectly, the MHIN Service to any third party; (iii) use the MHIN Service to provide
data processing services to any third party on a service bureau, outsourcing, time-sharing or facilities
management basis or otherwise; or (iv) access or use the MHIN Service other than as expressly provided in
this Agreement.
g. As between the Parties, Practice will have ownership of Practice individual patient medical
records, laboratory and clinical Data entered into and maintained in the MHIN Service on behalf of Practice.
Notwithstanding the foregoing, Practice hereby grants MHIN and MHIN's Affiliates a revocable, non-exclusive
license to incorporate Data into the MHIN System, and to use the Data for analysis and research, with a right
to disclose and sublicense use of the Data and Data analysis to third parties including non-affiliated third
parties, for use in analysis and research, and upon prior written notice to Practice, provided that any such
Data will be in de -identified form as set forth and prescribed in (i) the safe harbor de -identification of patient
information contained in Section 164.514(b)(2) (the "HIPAA Safe Harbor") of the Privacy Rule implementing
H IPAA, or (li) the standards for "statistical de -identification" as set forth in Section 164.514(b)(1) of the Privacy
Rule implementing HIPAA (the "Statistical De -Identification Requirements") prior to such use, analysis,
disclosure or sublicense.
h. Reimbursement Incentives. MHIN represents and warrants that the MHIN Service shall meet
the technological requirements for certification as an electronic health record to qualify for the reimbursement
incentives authorized by The Health Information Technology for Economic and Clinical Health Act ("The
HITECH Act"), enacted as part of the American Recovery and Reinvestment Act of 2009 ("ARRA").
Notwithstanding the foregoing, Practice acknowledges and agrees that The HITECH Act states additional
MHIN Form #3013 Revised. 0810812014 Page 6 of 19
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requirements applicable solely to Practice regarding Practice's adoption and meaningful use of electronic
health records to be eligible for such reimbursement incentives.
2. Services
a. Implementation Plan. Commencing on the Effective Date, the Parties shall work diligently and
collaboratively to develop the Project Plan as soon as practicable after the Effective Date but no later than
thirty (30) days following such Effective Date. The Project Plan shall detail the services to be performed by
MHIN as stated in Exhibit C.
b. Implementation. MHIN will use commercially reasonable efforts to perform the implementation
services identified in Exhibit C, including the design, development, installation, implementation, configuration,
training, custom programming, if any, Data Conversion, if any, and other services with respect to the
implementation of the MHIN Service. Such transition shall be accomplished by MHIN substantially in
accordance with the Implementation Plan and Exhibit C provided that Practice provides prompt access to
necessary personnel, including vendor personnel, and equipment consistent with the Implementation Plan,
Exhibit C, and Practice's obligations hereunder.
c. Data Conversion. If Data Conversion is reasonably necessary or desired by Practice, MHIN
may, in its sole discretion, perform Data Conversion for an additional fee or may recommend a third party to
perform Data Conversion for Practice and Practice will be required to independently contract directly with and
make payments to such third party, for any such Data Conversion. MHIN makes no representations or
warranties, and accepts no liability, related thereto.
d. Training. MHIN will provide reasonable training services for Practice and any additional
training requested by Practice may result in additional charges to Practice.
e. Support Services. MHIN will provide support for the EHR services. All support issues will be
directed to MHIN, and not to any of MHIN's suppliers, unless MHIN specifically authorizes otherwise. The
Practice will designate an individual (and one or more back-ups) or department ("Designated Person") to
coordinate support services at the Practice's location.
Help -Desk Support. MHIN will provide Help -Desk support Monday through Friday
from 7.30 a.m. until 5:00 p.m. MHIN will provide on -call services ("Emergency On -
Call") from 5:00 p.m. until 7:30 a.m. Monday through Friday and all day on Saturday
and Sunday. Additional information regarding the MHIN Help -Desk is provided in
Exhibit L.
f. Miscellaneous Services. Any additional services for Practice will be performed on a time and
materials work basis, subject to mutual written agreement by the Parties as to the scope of such services and
the applicable fees therefore.
3. MHIN Responsibilities
a. Scope of Services. MHIN is obligated to satisfactorily perform the mutually agreed upon
responsibilities set forth in the agreed upon Scope of Services, attached hereto as Exhibit C.
b. Services Availability. MHIN will use reasonable efforts to make the EHR available to Practice
twenty-four (24) hours a day, seven (7) days a week, except for maintenance scheduled by MHIN upon
advance notice to Practice. MHIN is committed to making the data within the EHR available 98% of the time
or more.
C. Backup, MHIN will back up all data on the EHR on a regularly scheduled basis, no less
frequently than daily. MHIN will store the daily backups off site for a period of time necessary to ensure
recovery of lost data. Daily backups of the entire system will remain available for no less than 2 weeks. Backup
copies of individual files or results will remain available for 60 days within the interface log files.
d. Disaster Recovery. MHIN will, always, have in place a disaster recovery plan, with immediate
planned responses to emergency situations.
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e. Data Subject to Applicable Law. As to Data that is subject to protections and restrictions under
Applicable law, MHIN shall provide access to the EHR via a secured methodology, consistent with industry
standards, which shall incorporate end user authentication by Practice Users for access. MHIN is responsible
to ensure EHR security and shall operate the EHR System in a manner that protects the confidentiality,
integrity, availability and/or security of Data. MHIN shall be responsible for correcting any data related errors
caused by MHIN. MHIN will ensure encryption of Data through the use of generally accepted industry
standards and methods, in no case less than is required under the Business Associate Agreement (Exhibit F)
and under other Applicable Laws. MHIN shall be responsible for the security of Practice's Data that it receives
while under the control of MHIN or under any Third Party Services. In furtherance of the foregoing, MHIN shall
limit the number of MHIN personnel, subcontractors and agents who will have Access to Practice's Data to
that which is necessary and appropriate to the work function of individual personnel, subcontractors and
agents. Additionally, MHIN shall take all reasonable steps necessary to prevent MHIN personnel
subcontractors and agents from accessing the Data after having their access privileges revoked or suspended.
MHIN shall be responsible for ensuring the performance of routine and frequent backups of Practice's Data
stored on the MHIN System.
f. Audits. MHIN will provide a list of current users for auditing purposes on an annual basis.
Additionally, MHIN will provide the ability for the security officer to perform individual user based and individual
chart based audits on demand. User based audits will return every chart that a specific user has accessed.
Chart based audits will return all users who have accessed that chart.
4. Practice Obligations
a. Practice represents, warrants and covenants, that Practice (i) will use the MHIN Service solely
in accordance with this Agreement and any attachments or exhibits hereto, (ii) will provide and maintain all
computer and network equipment necessary to access and use the MHIN Service, (iii) will be solely
responsible for inputting and retrieving data from the MHIN Service (with the exception of any reports to be
generated by MHIN pursuant to Exhibit C), and for the accuracy and adequacy of information and data
furnished for processing, (iv) will be solely responsible for and take full responsibility for (1) any decision with
regard to the appropriateness of patient treatment, (2) the use of information provided by the MHIN Service in
patient care, (3) the care and well-being of Practice's patients, and (4) the validity or reliability of information
retrieved from the MHIN Service, (v) will comply with all applicable laws, (vi) will promptly provide MHIN with
all necessary access to records, and will make available to MHIN all necessary Practice personnel, to enable
MHIN to perform the Services in a timely manner, and (vii) does not possess and has not obtained items or
services equivalent to those provided under this Agreement.
b. Practice may be responsible for purchasing interface services, software licensing, or other
professional services from the Practice management system vendor for purposes of building the Practice
system interface to populate the EHR with Data.
C. Practice is required to evaluate the System Recommendations set forth in Exhibit E and inform
MHIN if the System Recommendations cannot be met by Practice.
d. Practice will designate an individual as a security officer. Name and number of the security
officer will be provided to MHIN. Security officer will be responsible for issuing Authorized User accounts;
reviewing audits generated by MHIN; notifying MHIN of employee terminations, separations, and/or changes
in individual employment status. Security officer will also be responsible for providing a current list of
Authorized End Users to MHIN on an annual basis.
5. Data Security MHIN will develop, implement, maintain and monitor commercially reasonable
physical, technical and administrative safeguards to protect the Data in its possession or under its control
against accidental loss or unauthorized access, use, disclosure, alteration, or destruction.
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6. Term and Termination
a. MHIN shall provide the software, support and maintenance services described in this
contract for a one-year period commencing upon the effective date of this agreement and, upon expiration of
the initial term, shall continue to provide such services on a year-to-year basis until terminated.
b. Termination. This Agreement will terminate under any of the following circumstances:
Violation of Law or Regulation. If either MHIN or Practice determines that its
continued participation in this Agreement would cause it to violate any law or
regulation applicable to it, or would place it at material risk of suffering any sanction,
penalty, or liability, that party may terminate its participation in this Agreement
immediately upon written notice to the other party.
For Cause. If MHIN or Practice determines that the other party or any of its
employees, agents, or contractors have Breached this Agreement, then that party
may terminate its participation in this Agreement on 30 days' advance written notice
to the other party, provided that such notice identifies such area of non-compliance,
and such non-compliance is not cured within 15 days of receipt of the notice of non-
compliance. MHIN may immediately terminate this Agreement upon written notice
to Practice if MHIN determines that Practice, an Authorized User, employee or
agent has used Data or the EHR for any purpose other than the Permitted Uses or
in violation of security or privacy provisions under this Agreement or applicable laws
and regulations.
iii. Without Cause. MHIN or Practice may terminate this Agreement without cause
upon 90 days' advance written notice of termination to the other party.
C. Retention of Data on Termination. To the extent a Practice has provided Data or other
information to MHIN, such Data will be merged with MHIN's Data or MHIN's other information such that
returning or destroying the Data at the termination of the Agreement is infeasible. In addition, MHIN will be
required to retain such Data or information for legal or regulatory reasons. MHIN is not required to return or
destroy such Data or other information, and may retain it in accordance with MHIN's document and data
retention policies and procedures, subject to the requirements of Applicable Laws.— Any provision of this
Agreement governing the use of Practice's Data by MHIN or any third -party shall survive the termination of
this Agreement in accordance with this Section 6(c). Nothing in this Agreement shall prevent Practice from
enforcement against any unauthorized use of its Data following termination of this Agreement.
7. Confidential Information
a. Each Party will hold in strict confidence all Confidential Information of the other Party to which
such Party gains access under this Agreement, and will not use, reproduce, publish, disclose or otherwise
make Known to any person or entity any such Confidential Information, except to the extent required in the
performance of such Party's obligations under this Agreement or as otherwise required by law and/or by a
court of competent jurisdiction.
b. MHIN acknowledges and agrees that from time to time during the term of this Agreement,
MHIN may be exposed to or have access to Protected Health Information ("PHI") as defined H1PAA, related
to patients of the Practice. MHIN acknowledges that any such PHI is Confidential Information of the Practice.
In respect of such PHI, MHIN will comply with the terms of the Business Associate Agreement attached hereto
as Exhibit F and made a part hereof by reference.
8. Fees
a. Practice Fees. MHIN will charge Practice fees for the use of the MHIN Services as set forth
in Exhibit C. The amount and timing of fees and expenses are as specified in Exhibit D. Unless specifically
stated otherwise in this Agreement, all fees and expenses will be paid to MHIN. MHIN is responsible for paying
MHIN's software vendors, if applicable, the fees and expenses relating to the license, support, and/or
implementation of MHIN's software.
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b. Except for material breach by MHIN, if Practice terminates the Agreement prior to the
expiration of the term, Practice will pay an early termination fee in an amount equal to one third of the remaining
balance of fees for the current Term with respect to the Agreement.
9. Audit MHIN has the right to inspect and to access the MHIN Service during normal business
hours, to verify that it is being used and protected as specified herein.
10. Indemnification
a. MHIN will indemnify, defend and hold Practice and its directors, officers, employees and
agents ("Practice Indemnitees") harmless from any claims, actions and damages (including the cost of
investigating, defending or settling any action, claim or demand including, but not limited to, attorneys' fees
and litigation costs) from every kind and nature, which may be made, threatened to be made, or instituted
against the Practice Indemnitees arising out of or in any way connected with: (i) a breach of the Agreement by
MHIN; (ii) the negligence or willful misconduct of MHIN (iii) the MHIN Service, as provided by MHIN to Practice
under this Agreement and used within the scope of this Agreement, infringement upon any U.S. patent or
copyright issued as of the Effective Date, or incorporation of any misappropriated trade secrets. MHIN has no
indemnification obligation for any claim of infringement or misappropriation to the extent that it results in whole
or part from: (a) modification to the MHIN Service made by a party other than MHIN; (b) combination of the
MHIN Service with other systems, products, processes or materials; or (c) compliance by MHIN with designs,
plans or specifications furnished by or on behalf of Practice.
b. Practice will indemnify, defend and hold MHIN and its directors, officers, employees and
agents ("MHIN Indemnitees") harmless from any claims, actions and damages (including the cost of
investigating, defending or settling any action, claim or demand including, but not limited to, attorneys' fees
and litigation costs) from every kind and nature, which may be made, threatened to be made, or instituted
against the MHIN Indemnitees arising out of or in any way connected with: (i) a breach of the Agreement by
Practice; (ii) any medical malpractice claim, tort claim, statutory claim or other claim against the MHIN
Indemnitees arising out of the Agreement; or (iii) the negligence or willful misconduct of Practice.
G. Each Party's indemnification obligations under this Section 10 are conditioned upon the Party
requesting indemnification: (a) promptly notifying the other Party in writing of the claim; (b) granting the Party
providing indemnification sole control of the defense and settlement of the claim, provided that the Party
providing indemnification will not settle a pending matter without first notifying the Party requesting
indemnification; and (c) providing the Party providing indemnification with all assistance, information and .
authority required for the defense and settlement of the claim.
d. Injunctions. If Practice's use of the MHIN Service is at risk of being enjoined due to the type
of infringement specified above, MHIN has the right, at its sole option and expense to: (a) procure for Practice
the right to continue using such MHIN Service under the terms of this Agreement; (b) replace or modify such
MHIN Service so that it is non -infringing; or (c) terminate Practice's rights and MHIN's obligations hereunder
with respect to such MHIN Service with no further liability.
11. Warranties, Remedies, Limitation of Liability, Allocation of Risk
a. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN
THIS AGREEMENT, THE SERVICES ARE PROVIDED TO PRACTICE "AS IS" WITH ALL FAULTS AND
DEFECTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, MHIN HEREBY DISCLAIMS ALL WARRANTIES PERTAINING TO THE SERVICES OR
THE USE THEREOF, INCLUDING THE MHIN SERVICE (AND ANY MATERIALS PROVIDED TO PRACTICE
UNDER THIS AGREEMENT), EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, TITLE, DESIGN, NON -INFRINGEMENT, OPERATION OR
FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM CONDUCT, COURSE
OF DEALING, CUSTOM OR USAGE IN TRADE. MHIN DOES NOT WARRANT THAT THE SERVICES WILL
SATISFY PRACTICE'S REQUIREMENTS OR THAT THE OPERATION OF THE MHIN SERVICE WILL BE
UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK ARISING OUT OF THE USE, PERFORMANCE,
OR INABILITY TO USE THE SERVICES REMAINS WITH PRACTICE.
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b. Remedies. Practice's remedies shall be limited to those remedies set forth in this Agreement,
including, but not limited to, specific performance of any Services agreed upon in this Agreement, resulting
from MHIN's failure to provide any service required under this Agreement.
C. LIMITATION OF LIABILITY. MHIN WILL HAVE NO LIABILITY FOR INDIRECT,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF MHIN HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES), INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE OR
PROFITS, LOST BUSINESS OR LOSS OF DATA OR OTHERWISE RELATING TO THE SERVICES OR THE
USE OR INABILITY TO USE ANY OF THE SERVICES, MHIN'S TOTAL LIABILITY TO PRACTICE AND ANY
OTHER PERSON OR ENTITY, INCLUDING WITHOUT LIMITATION PRACTICE'S PATIENTS, FOR
BREACH OF CONTRACT AND ALL OTHER CLAIMS (INCLUDING TORT CLAIMS) ARISING IN
CONNECTION WITH THIS AGREEMENT OR THE SERVICE, WILL NOT EXCEED THE FEES PAID BY
PRACTICE TO MHIN HEREUNDER DURING THE TWELVE-MONTH PERIOD IMMEDIATELY
PRECEDING THE CLAIM.
d. ALLOCATION OF RISK. IN THE EVENT THAT THE MHIN SERVICE OR ANY REPORT OR
INFORMATION GENERATED BY THE MHIN SERVICE IS USED IN CONNECTION WITH ANY DIAGNOSIS
OR TREATMENT BY PRACTICE OR ANY OF PRACTICE'S EMPLOYEES, AGENTS, REPRESENTATIVES,
AND THE LIKE, PRACTICE WILL TAKE ALL RESPONSIBILITY IN CONNECTION THEREWITH,
INCLUDING RESPONSIBILITY FOR INJURY, DAMAGE AND/OR LOSS RELATED TO SUCH DIAGNOSIS
OR TREATMENT.
e. The prices and limitations of liability set forth in this Agreement reflect the allocation of risk
negotiated and agreed to by the Parties, and the Parties would not enter into this Agreement without these
limitations. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.
12. General
a. No Requirement to Refer. Nothing in the Agreement will be construed to require or encourage
MHIN or Practice to refer, or to encourage others to refer, patients or other business opportunities to each
other or to MHIN's Affiliates. MHIN does not restrict, and will not take any action to limit, Practice's right or
ability to use the Services for any patient without regard to payor status.
b. Fair Market Value. The Parties hereto agree that the exchange of services contemplated
herein has been determined in arm's-length bargaining, and is consistent with fair market value in arm's-length
transactions.
c. Notice. Any notice required to be given under this Agreement will be in writing, in English,
and transmitted via overnight courier, hand delivery or certified or registered mail, postage prepaid and return
receipt requested, to a Party at the address set forth on the first page of this Agreement, in the Implementation
Plan, or such other addresses as may be specified or updated by written notice. Notices sent in accordance
with this Section will be deemed effective when received.
d. Entire Agreement. This Agreement and any exhibits hereto contain the full and complete
understanding of the Parties with respect to the subject matter hereof and supersede all prior oral and written
instruments, communications and understandings by and between the Parties concerning such subject matter,
and may only be amended in a writing signed by the Parties.
e. Injunctive Relief. The Parties acknowledge that any disclosure of a Party's Confidential
Information will result in irreparable injury to the Party, which injury could not be adequately compensated by
the payment of money damages. The Parties will be entitled to seek and obtain injunctive relief against any
breach or threatened breach of its confidentiality obligations hereunder, in addition to any other legal remedies
which may be available. In the event of any actual or threatened breach of MHIN's intellectual property rights
or Practice's confidentiality obligations, MHIN is entitled to obtain injunctive and all other appropriate relief from
a court of competent jurisdiction, without being required to: (a) show any actual damage or irreparable harm,
(b) prove the inadequacy of its legal remedies, or (c) post any bond or other security. Each Party acknowledges
and agrees that the covenants contained herein are necessary for the protection of legitimate business
interests and are reasonable in scope and content.
MHIN Form #3013 Revised: 0810812014 Page 11 of 19
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f. Waiver/Amendment. No waiver, amendment, or modification of any provision of this
Agreement will be effective unless in writing and signed by the Party against whom such waiver, amendment,
or modification is sought to be enforced. No failure or delay by either Party in exercising any right, power or
remedy under this Agreement, except as specifically provided herein, will be deemed as a waiver of any such
right, power, or remedy.
g. Force Majeure. Each Party will be excused from performance under this Agreement while
and to the extent that it is unable to perform due to a cause beyond its reasonable control. If either Party is
rendered unable wholly or in part by force majeure to carry out its obligations under this Agreement, then the
Party affected by force majeure will give written notice with explanation to the other Party immediately. The
affected obligations of the Party giving notice will be suspended only during the continuance of the events
giving rise to the force majeure provided that the affected Party is acting with due diligence to remedy the
delay caused by the force majeure. If either Party is unable to perform due to force majeure for a period of
more than twenty (20) days due to any delay, the other Party has the right to terminate this Agreement.
h. Assignment. Practice will not have the right to assign any of its rights or delegate any of its
obligations under this Agreement to any third party without the express written consent of MHIN, and any
purported attempt to do so will be void. Subject to the foregoing, this Agreement will be binding upon and
inure to the benefit of the permitted successors and assigns of the Parties hereto.
i. Jurisdiction and Venue; Choice of Law. This Agreement is governed by the laws of the State
of Indiana without regard to its conflicts of law provisions. THE PARTIES WAIVE ALL RIGHTS TO TRIAL BY
JURY IN ANY LITIGATION ARISING FROM OR RELATED TO THIS AGREEMENT. Any litigation or
enforcement of an arbitration award will be brought in Circuit or Superior Court of St. Joseph County, State of
Indiana, or the U.S. District Court for the Northern District of Indiana, as appropriate, Each Party consents to
personal and subject matter jurisdiction and venue in such courts and waives the right to change venue, The
Parties acknowledge that all directions issued by the forum court, including injunctions and other decrees, will
be binding and enforceable in all jurisdictions and countries.
j. Severability. In the event any provision of this Agreement is determined to be invalid, such
invalidity will not affect the validity of the remaining portions of this Agreement, and the Parties will promptly
substitute for the invalid provision a valid and enforceable provision which most closely approximates the intent
and economic effect of the invalid provision.
k. Interpretation. Any uncertainty or ambiguity with respect to any provision of this Agreement
will not be construed for or against any Party based on attribution of drafting to either Party. Article, section,
and subsection titles and captions herein are inserted as a matter of convenience and for reference and do
not, in any way, define, limit, extend, or describe the scope or construction of this Agreement or the intent of
any of its provisions.
I. No Partnership or Agency. Nothing contained in this Agreement will be construed as creating
a relationship between the Parties of partners, joint ventures, or agents, and neither Party has the power to
bind the other to any contract or commitment.
M. Advice of Counsel. The Parties represent that they have read and understand the terms of
this Agreement and are entering into this Agreement freely, having had a full and fair opportunity to obtain the
advice of counsel in relation hereto.
n. Counterparts. This Agreement may be executed in counterparts each of which will be
considered an original, but all of which will constitute one and the same agreement. Facsimile transmission
of an executed signature page will be sufficient to bind the executing Party.
[END OF TERMS AND CONDITIONS]
MNlN Form #3013 Revised: O810812014 Page 12 of 19
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EXHIBIT C: SCOPE OF SERVICES
1. Provide Practice with User -role, permission -based access to the MHIN Electronic Health Record.
a. Manage the customized design, build, and implementation of the MHIN EHR
b. Configure the system and all modules: Org, Users, Registration, Specialized Encounters
c. Provide initial implementation and training for the User(s)
d. Consult to provide workflow and charting recommendations to optimize use of the MHIN EHR
to meet the needs of the practice
e. Perform a hardware assessment and provide recommendations for any additional hardware
or changes to existing hardware or network configurations.
f. License and enable secure messaging via DIRECT protocols from within the MHIN EHR
g. Receive initial list and subsequent periodic updates in an agreeable standardized format of
practice's patients. MHIN will use the list and .updates to attribute patients to the practice's
organization. It is the expectation that practice will actively manage < 50 patients during any
one period during the Term.
h. Produce to Practice, or enable Practice to obtain, customized, incremental reporting of data,
defined and agreed to by the Parties, pertaining to Practice's patient population, including,
but not limited to: -
i. Baseline and quarterly reports on patient outcomes
ii. Root causes linked to patient outcomes
iii. Aggregate data reporting by Practice -identified subgroupings
2. Provide real-time alert messages via DIRECT to Practice notifying that an attributed patient presented
at an area hospital emergency department or was admitted into an area hospital within the region that
participates in MH1N's system.. The alert message will include only demographic information.
3. Provide comprehensive data center services including but not limited to:
a. System security
b. SANS Data Storage
c. Complete Database. Maintenance
d. High-speed Data Processing
e. Multiple Online Backups
f. Off -site Disaster Recovery
g. Hassle Free, Well -Communicated Upgrades
4. Provide ongoing local service and support
a. Twenty-four (24) hour Helpdesk support, seven (7) days per week
b. On -site support when MHIN deems necessary
5. MHIN will supply staff to fill the following roles on the implementation Project Team:
a. Project Manager: MHIN Associate responsible for the overall project scope, timeline, and
implementation completion. Organizes MHIN resources and serves as the main point of
contact.
b. Application Analyst: MHIN Associate responsible for the design, build, and testing of the
MHIN EHR application suite, org-level and User accounts
c. Trainer: MHIN Associate responsible for the development and execution of a training plan
addressing all areas of the MHIN EHR application in collaboration with the Practice. Trainer
will also participate in initial and periodic workflow analysis and provide go -live support.
MHIN Form #3013 Revised: 0810812014 Page 13 of 19
mnni
EXHIBIT D: INVESTMENT SUMMARY
QTy
Initial Investment
Annual Subscription
Fee
Unit Price
Total
Monthly '.'
Annual Fee
(Hours}
Description
42 Design and Implementation
$ 175.00
$ 7,350.00
Project Management
ORG and User Accounts - Build
Workflow Analysis& Practice Assessment
Customized System Configuration
Specialized Encounter Registration Build
Patient ListAttribution Scripting
DIRECT licensing and Account Configuration
Real time Alert Message Configuration
10 User Training
$ 175.00
$ 1,750.00
Initial User Training
Ongoing Support far Effective System Use
12 Quarterly Review and Workflow Revision*
$ 175.00
$ 2,100.00
Collaboration and workflow updates
2 Annual Subscription Fee
$ 299.00
$ 7,176.00
Subtotal "
$ 11,200.00
$'a 7,176.00
DISCOUNTS
64 Preferred Customer Discount
$ (25.00)
$ (1,600.w)
Discounted Hourly Rate
1 MHIN DISCOUNT IN -KIND
$ (500.00)
$ (6,000,00)
Community Benefit Pilot
TOTAL DISCOUNTS ":
$ j1600.do)
$' {500.00]
$ ... (6,000.00)
OT CA N ST ENS
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� � ,��� x - �
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*Parties will collaborate to evaluate current workflows, strategies, and EHR to maximize benefits to Practice
The Initial Investment includes full Project Management, EHR Development, Implementation and Go Live.
The Annual Subscription Fee includes:
• Software maintenance
• Application support monitoring
• Security/Privacy management
• Interface maintenance
• 24/7 Help Desk support
• User Account maintenance
• Access to MHIN's clinical data repository and data
The full amount of the Initial Investment will be invoiced upon the execution of this Agreement. The Practice
has the option of splitting the payment of the Initial Investment into two. The first payment of $4,800.00 will be
due within 30 days of the initial invoice. The remaining balance and second payment of $4,800.00 will be
invoiced after the completion of the implementation of the EHR upon the Practice having its first meaningful
use of the EHR, or three (3) months following the Effective Date, whichever is sooner.
Invoicing for the Annual Subscription Fee will be invoiced in full upon the Practice's first full month of productive
use of the EHR.
MHIN Form #3013 Revised: 0810812014 Page 14 of 19
mnin
EXHIBIT E: HEALTHCARE PROVIDER SYSTEM RECOMMENDATIONS
The specifications listed below are recommended for optimal security and system performance. Clients with
hardware or software that does not meet these recommendations should consult with MHIN.
All Clients:
• Connectivity (Direct fiber line or VPN)
• Firewall with IPSEC functionality
Additional Recommendations for EHR Clients:
Hardware:
• PC or laptop: Intel based mid -range workstation or approved Microsoft equivalent
o Processor - Dual core processor or higher
o Local Bus Video
o Memory - 4 GB
o Hard Disk Space - 1 Gb available for installation of Citrix Receiver Client
• Monitor
o Screen Resolution - 1024 x 768 pixels with 16k colors
o Desktop - 19-inch Color SVGA Monitor
o Laptop - 15-inch screen or larger
• Printer
o Most business class LaserJet printers are acceptable for routine EHR printing
o Clients who require custom output may need their printers evaluated by MHIN
• Scanner
o Fujitsu 7160
• Software
o Operating System (OS) - Windows 10 or greater
o Citrix Receiver Client - available to download at www.mhin.org
MHIN Form #3013 Revised. 0810812014 Page 15 of 19
EXHIBIT F: BUSINESS ASSOCIATE AGREEMENT
[Executed separately. Attached herein as an Exhibit to this ELECTRONIC HEALTHI RECORD SERVICE
PROVIDER AGREEMENT]
MHIN Form #3013 Revised: 0810812014 Page 16 of 19
1 L `1111i"A Lim
EXHIIBIIT G: HELPD,ESK INFORMATION
mhin
L'i Telephone: (674) 968-1018 or (866) 268-3016
E-mail: lielp@inh�in.com
• Monitored during regular business hours.
- Do not send detailed patient Information,
rA Power hart EHIR Message Center:
Mt41M1=V 14ni r]nSLr mailbox
MEMO=
Men- Fri: 7:30am-5:00pm !"1"'14111111111"
Emergency On -Call*: 5:00pm-7:30am
and all day on Saturday and Sunday
'EsUrvaled resolution time for an otr•caff issue
sir uh/ be provided wilffin, 50 minules of lire call.
V
Monitored during regular business hours at beginning, middle, ands end of day.
• Secure method for sending detailed patient Information.
2,
Fax: (574) 968-1020
- Generally used for combines, user access forms, or supplemental documentation.
When: you call, a trusted MHIN Support Analyst will answer.
• Callers to provide full name, confirm contact information, and brief description of the issue,
• Analyst will gather detailed information ands attempt to resolve the Issue Immediately.
• Shadowing of a uiser's session may be required and will only be performed with permission.
• Most issues are resolved during the initial calf. Issues needing expert or specialized
attention are triaged for resolution.
• Althougih a cater may request a specific person, the Analyst is required to triage the call and
attempt to resolve the Issue.
-Occasionalll a caller maybe asked to hold while the Analyst finishes working with a
previous caller.
er.
- Rarely, the caller may reach daytime voicemail. If this occurs, an analyst will respond within
15-30 minutes.
• Cases are entered Into a Helpde:sk database and routinely monitored.
• Callers will be given the case number for issues not immediately resolved.
- Clients can provide the case number when requesting foltow-up on an open case,
MHIN Form #3013 Revised., 0810812014 Page 17 of 19
EXHIBIT H: HEALTH INFORMATION ORGANIZATION DATA EXCHANGE SERVICES
PARTICIPANT AGREEMENT
[Executed separately.. Attached herein as an Exhibit to this ELECTRONIC HEALTH RECORD SERVICE
PROVIDER AGREEMENT]
WIN Form, #3013 Revised. 0810812014 Page 18 of 19
a
A01
EXHIBIT 1: ACKNOWLEDGEMENT OF OBLIGATION TO INFORM PATIENTS OF PARTICIPATION
I acknowledge that as a Covered Entity, our organization is obligated to inform our patients regarding our
participation in health information exchange. I have received a copy of the MHIN Community View Access
Management Policy, HIE Patient Opt -Out Policy, and suggested wording that can be used in our Notice of
Privacy Practices (NPP),
I have also been made aware that the Office of Civil Rights (OCR) encourages healthcare providers to include
information about health information exchanges in their NPP. The OCR takes the position that providers
should be "open and transparent about any policies,, procedures, and technologies that directly affect
individuals and/ortheir individually identifiable health information." As noted by the OCR, healthcare providers
are encouraged to use their NPPs or a separate notice of the disclosures that may be made to and through a
health information exchange, and describe how the patient's Protected Health Information (PHI) will be
protected. So although notice of participation in a health information exchange is not a required element of a
NPP', the OCR advises that covered entities furnish this information to their patients to promote openness and
transparency.
Signed:
&t,VA0VED
By: '16411*4 of Piwic WDirki,
Printed: Y Tuw
Title:
Company:
Date:
I "Openness and Transparency," The HIPAA Privacy Rule and Electronic Health Information Exchange in a
Networked Environment. Office of Civil Rights, Accessed Aug. 27, 2014. http://www.lihs.gov/ocr/privacy/
hipaa/understanding/special/healthit/opennesstransparency.pdf
WIN Form #3013 Revised.- 0810812014 page 19 of 19
122.2. S. MICHIGAN STRFET
Scum BIND, INDIANA 466oj-,A2i
CITY OF SOUTH BEND PETE Bvr'j'jG1FG, MAYOR
SOUTH BEND FiRF, DEPARTMENT
STEP-HENE Cox
FIRE CIVET'
April 30, 2018
Board of Public Works
227 W. Jefferson Blvd,
Suite 1300 N.
South Bend, IN 46601
Dear Members of the Board,
PIA ONE 5 74/ 2 3 5 -92 5 5
FAX 574/ 235-9305
I any requesting approval of the Electronic Health Record Service Provider Agreement with
Michiana Health Information Network.
The Agreement would provide South Bend Fire Department with a software solution and records
management system for the Mobile Integrated Community Health Outreach Program
(Community Paramedicine). We have worked with both the City of South Bend IT and Legal
Departments on this effort.
Funding source is 288-0902-422.31-06/Professional Services.
Thank you for the consideration.
Respecy.-ullyj
Andrew J. Myer
Assistant Chief of EMS
JAMEs LuCCKI ToDi) L. SMARCAN ANDiav J. MYER JOHN CORI'HIRR FEDEPico RODRIGUEZ, JR
Ass,r. CHIFF OPTIRAI'lONs Astir. Q-mal Si,,itvjcFs Astyr,CHIEF:ISMS AsTr-CHIFFTRAINING FIRE MARSHAL
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date 4/30/2018
Name Andrew Myer, Assistant Chief/EMS Department Fire
BPW Date May 8 th, 2018 Phone Extension 9255
Required Prior to Submittal to Board
Legal X Attorney Name Anderson, Elliot
Controller review is required for all Contracts $5,000.00 or more
Controller X and greater than one year in length per the City Purchasing
Policy
Purchasing X Michael Schmidt
X Agreement
F-1 Contract
❑ Proposal LJ Addendum
El Professional Services
F Amendment
F1 Bid Opening
F Bid Award
E] Req. to Advertise ❑ Title Sheet
0 Quote Opening
EJ Quote Award
F Chg Order No.
El C/O & PCA No.
F1 PCA
E] Ease./Encroach.
❑ Traffic Control
F] Resolution
F Other:
El Claim
Company or Vendor Name Michiiana Health Information Network —
F Yes E] If Yes, Approved by Purchasing
New Vendor
X INo
MBEANBE Contractor
MBE WBE ❑Nos
Completed E-Verify Form Attached
Project Name
Project Number
Funding Source
Professional Services
Account No.
288.0902.422.31-06
Amount
$1 0,776.00
Terms of Contract
Annual subscription
Purpose/Description
Software and records management for Mobile Integrated
Community Health Outreach Program (Community
Paramedicine)
For Change Orders Only
Amount of E]
❑
Increase $
Decrease $
Previous Amount
$
Current Percent of Change: %
New Amount
$
Total Percent of Change: %
Time Extension:
Dispersal After Approval
Copy Original
FIX F-1
Andy Myer
RX 0
Todd Skwarcan
El El