10135-AMENDMENT #5 05-24-17.PDF

FIFTH AMENDMENT TO CONTRACT FOR ELECTRONIC MEDICAL
RECORDS FOR CORRECTIONAL HEALTH SERVICES
This Fifth Amendment is effective May 25, 2017 and is to the Contract (10135-RFP) for
Electronic Medical Records for Correctional Health Services between Maricopa County ("County"), a
political subdivision of the State of Arizona, and NaphCare, Inc., an Alabama Corporation ("Contractor")
for the purchase of an Electronic Medical Records System for Correctional Health Services entered into
on March 14, 2012, and amended on April 8, 2013, May 23, 2014, August 1, 2015 and April 21, 2017
("Contract").
WHEREAS, pursuant to Article 5.17 (Amendments) of the above stated Contract, the parties wish
to amend the Contract.
NOW THEREFORE, the parties hereby agree to the following provisions:
I. The Contract shall be renewed for a term from May 25, 2017 and ending May 20, 2022.
IL The following language is added to section 5.34.
5.34 APPLICABLE TAXES:
Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any
installation labor on items that are not attached to real property performed by Contractor
under the terms of this Contract, the installation labor cost and the gross receipts for
materials provided shall be listed separately on the Contractor's invoices.
State and Local Transaction Privilege Taxes: Maricopa County is subject to all
applicable state and local transaction privilege taxes. To the extent any state and local
transaction privilege taxes apply to sales made under the terms of this contract_it is the
responsibility of the seller to collect and remit all applicable taxes to the proper taxing
jurisdiction of authority.
Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and
local taxes applicable to its operation and any persons employed by the Contractor.
Contractor shall, and require all subcontractors to hold Maricopa County harmless from
any responsibility for taxes, damages and interest, if applicable, contributions required
under Federal, and/or state and local laws and regulations and any other costs including
transaction privilege taxes, unemployment compensation insurance, Social Security and
Worker's Compensation.
Tax (Services):
No tax shall be levied against labor. It is the responsibility of the Contractor to determine
any and all taxes and include the same in proposal price.
Tax (Commodities):
Tax shall not be levied against labor. Sales/use tax will be determined by County. Tax will
not be used in determining low price.

III. The following language is added to section 5.35.
5.35 ISRAEL BOYCOTT:
By signing this Contract, the Contractor certifies that they are in compliance with Article
9, Arizona Revised Statutes Section 35-393 et seq.
IV. Delete in Section 5.8 the Correctional Health Services contact in its entirety
V. Delete Section 5.20 and 5.25 in its entirety.
VI. Payments for the renewal term shall be as outlined in the payment schedule of the
Contract.
VII. Contractor shall provide server hosting services as described in Exhibit H-1 during the
renewal term which will include a one-time payment from County in the amount of
$1,500,000 (inclusive of all applicable taxes). Should County provide payment of said fee
to Contractor within thirty (30) days from the effective date of this Fourth Amendment,
County shall be entitled to a ten percent (10%) prompt payment discount of the $1,500,000
total fee (reduction of $150,000.00). Said discount shall not be applicable if County pays
the stated fee after the thirty day period. Furthermore, in the event the Contract is
terminated by the parties prior to the end of the five year renewal term, Contractor shall
provide a refund based on timing of the contract termination pursuant to the following
schedule:
A. If terminated prior to end of the first renewal year: $1,200,000.00.
B. If terminated during the second renewal year: $900,000.00.
C. If terminated during the third renewal year: $600,000.00.
D. If terminated during the fourth renewal year: $300,000.00.
IN WITNESS WHEREOF, the parties have executed this Agreement in their official
capacities with legal authority to do so.
AUTHORIZED SIGNATURE
James S. McLane, Chief Executive Officer
PRINTED NAME AND TITLE
2090 Columbiana Road, Suite 4000
Birmingham, Alabama 35216
ADDRESS

MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE

EXHIBIT H-1
TECHCARE HOSTING — SERVICE LEVEL AGREEMENT
In order to support the use of the TechCare EHR application within the Adult Correctional Facilities of
Maricopa County, NaphCare will provide the following services via a hosting architecture:
TechCare Production and Test Databases
TechCare Interface Services
TechCare Scanned File Services
TechCare Data Backup and Disaster Recovery
Microsoft SSRS Reporting Services
I. Provided Services & Responsibility
In order to support the usage of the TechCare EHR system within Maricopa County's Adult
Correctional Facilities, the following services are hereby defined:
a. Internal Hosting Network — Including the cables, switches, routers, firewalls, and other
network communications equipment supporting the communication of data internal to
Contractor's datacenters. Reliability, maintenance and financial responsibility is borne
solely by Contractor.
b. Internal County Network — Including the cables, switches, routers, firewalls, and other
network communications equipment supporting the communication of data internal to
County. Reliability, maintenance and financial responsibility is borne solely by County.
c. External Network — Including the communication mediums interconnecting the Internal
Hosting Network and the Internal County Network including but not limited to the Point-
to-Point & VPN Tunnel connections along with the routers/firewalls managing those
connections at Contractor and County sites.
i. Primary Connectivity: A private, Point-to-Point connection will be established
between County's primary datacenter and Contractors primary and secondary
datacenter. Financial and maintenance responsibility for this Point-to-Point
connection and the edge routers/firewalls supporting the connectivity at Contractor
and County sites is borne by Contractor.
ii. Secondary Connectivity: A private, Point-to-Point connection will be established
between County's secondary datacenter and Contractors primary and secondary
datacenters. Financial and maintenance responsibility for this Point-to-Point
connection and the edge routers/firewalls supporting the connectivity at Contractor
and County sites is borne by Contractor.
iii. Backup Connectivity: A static VPN over Internet connection will be established
between County's primary and secondary datacenters and Contractors primary and
secondary datacenters. Financial and maintenance responsibility for Internet
connectivity at the Contractor sites is borne by the Contractor. Financial and
maintenance responsibility for Internet connectivity at the County sites is borne by
the County.

d. Hosting Environment and Infrastructure — Including the computing environment, servers,
storage, operating systems, application software, licensing and configuration of such
residing within Contractor's datacenters. Also including the data center environment
systems (power, hvac, security) within Contractor's datacenters. Reliability, maintenance
and financial responsibility is borne solely by Contractor.
e. County Environment and Infrastructure — Including the software and computing
environment supporting usage of the TechCare application within the County. This
includes the workstations, peripherals, operating systems and configuration of such
residing within the County environment. This also includes the ongoing deployment of
updates to the TechCare Application on end-user workstations. Reliability, maintenance
and financial responsibility is borne solely by County.
f. Monitoring — Contractor will proactively monitor items a, c, d, using industry standard
tools and alerting. Contractor will notify County of any circumstances affecting
productive use of the EHR as soon as Contractor is made aware.
II. Security Provisions
a. Data Ownership - All data (a) created by County and/or (b) stored by County within
Contractor' applications and on the Contractor's servers are County's property and is for
County's exclusive use unless access to such data is permitted by County. The Contractor
shall allow access to such data by authorized County personnel and shall provide access in
compliance with the County's Privacy Policy. The Contractor makes no claim of
ownership of any server content, EHR content, or any other type of data contained within
the County's server space and applications on the Contractor's servers.
b. Data Storage Location — All County Data will be stored and accessed from Contractor
datacenters owned, managed, and maintained by Contractor in Birmingham, AL and/or
Las Vegas, NV.
c. Data & Resource Segregation - Contractor will implement reasonable and appropriate
measures designed to secure and segregate County content and resources against accidental
or unlawful loss, access or disclosure as the County is a "Business Associate" of Contactor
as defined in the Health Insurance Portability and Accountability Act of 1996, as amended,
then the HIPAA Business Associate Agreement. Contractor will provide documentation,
at County's request, of technical configuration supporting this segmentation and
protection.
d. Security Monitoring & Reporting — Contractor will employ intrusion detection/prevention
systems and enterprise firewall solutions to assist in data & resources segregation. In
addition, Contractor will utilize a 3 rd Party Monitoring and Reporting solution to
actionably notify Contractor and County, including Correctional Health Services and
Maricopa County InfoSec, of any events concerning the security or loss of data. Contractor
will complete weekly penetration tests and annual security risk assessments.

III. Backup and Disaster Recovery
a. Data Backup — Contractor will backup County data with a one (1) hour recovery point
objective and a four (4) hour recovery time objective. Retention of backups will include
daily backups for 1 week, weekly backups for 1 month, and monthly backups for 2 years.
b. Redundancy & Fail-Over — Contractor will maintain redundant datacenters in Birmingham,
AL and Las Vegas, NV. TechCare Application data will remain within synchronization
between datacenters. Should the primary datacenter become unreachable for any reason,
the application will fail-over to the backup datacenter for continue access. Testing of
failover may occur at the County's request with no more than one test during a 365-day
period.
IV. Service Level and Availability
a. Hosting Services provided by Contractor shall follow the Service Level Matrix located in
section 1.6.2 (Exhibit H) of the contract.
b. Service Availability — The availability of provided services as a part of this contract is
measured in the availability of the TechCare Application on County computing resources
within the correctional facilities. Contractor cannot be held responsible for components of
this solution outside of its control including County network equipment, County
computers, or 3 ' Party Internet / Point to Point services.
i. Mutual Effort and Coordination — The TechCare Hosted Solution requires a
coordinated effort between County and Contractor for ongoing maintenance and
troubleshooting reported issues. County and Contractor agree to work together
following the Service Level Matrix located in section 1.6.2 (Exhibit H) of the
contract.