HomeMy WebLinkAboutSigned-Agreement-CorEMRCOUNTYAGREEMENT
(Electronic Medical Records/HardwarelSoftwa
Je)
This Agreement ("Agreement") is made and is effective hiQJP day of frM*1r0i2
("Effective Date"), by and between CorEMR, L.C., a Utah limited liability company - Fecleral tAf LD, # 20-
1999745 ("CorEMR") with its principal office located at 430 West 200 North, PO Box 702 Midway, Utah
84049 and Kittitas County Sheriff's Office, with its principal office address at 307 W Umptianum RD,
Ellensburg, WA 98926 (COUNTY"). COUNTY and CoTEMR are collectively referred to herein as the
"Parties" and may singly be referred to herein as a "Party."
RECITALS:
A. Among other things, CoTEMR is engaged in the business of providing computer hardware
and software for electronic medical records.
B. Among other things COUNTY operates a correctional facility located at 205 W sth AVE.
STE 1 Ellensburg, WA 98926 the ("FACILITY") and makes available, by separate contract or othenlrise,
medical services, including rnedical staff for the care and treatment of the inmates at the FACILIW.
C. COUNTY desires the services of CoTEMR in providing computer hardware and electronic
medical records soflware (the "Medical Records Software') for it in connection with the provision of
medical services for the inmates at the FACILITY. CoTEMR is willing to provide computer hardware and
software for electronic medical records for COUNTY exclusively at the FACILITY.
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein
together with other good and valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the Parties incorporate the Recitals herein and agree as follows:
1. SCOPE OF COREMR SERVICES. CoTEMR agrees to provide COUNTY for its use
exclusively at the FACILITY the following:
A. A copy of the CoTEMR Medical Records Software to be properly configured, set
up and installed on the COUNTY'S server(s) (the "Server(s)") at the FACILITY which Serve(s) shall be
owned, operated and maintained by the COUNTY;
B. Training on the operation, maintenance, and use of the CoTEMR system, to
include training on both hardware and software.
C. Optional Hardware such as computer servers, document scanners and
computers (the "Hardware") as outlined in Schedule 1 of this agreement.l CoTEMR will pass on to the
COUNTY the manufacturers'warranty covering the CoTEMR-provided hardware. CoTEMR will provide no
separate, additional or further warranty covering this hardware;
D. A Software License Agreement to be executed concurrently herewith by the
parties and accompanying software for electronic medical records ("Medical Records Software") initially
loaded, installed and operating on the Server(s) at the FACILITY;
E. ln the event of a Server failure, provide prompt telephone support for assisting
the applicable information technology representative(s) in installing the CoTEMR Medical Records
Software to the new server;
I CoTEMR may provide additional consulting. taining. hardware, customized software, additional software
modules, and other services at agreed upon additional terms and fees as set forth on Schedule I attached hereto.
F. On an on-going basis, reasonable telephone consultation and training for
COUNTY'S information technology representative and, if requested by COUNTY, the information
technology representative for the FACILITY regarding use of the Medical Records Software;
G. Periodic product updates and enhancements to the Medical Records Software
for use by the COUNTY exclusively at the FACILITY during the term of this Agreement;
H. Periodic information CoTEMR has learned from the industry generally (not
including any proprietary information) concerning current correctional FACILITY practices and procedures
for electronic medical records creation, access, retention, storage and retrieval;
l. At least annual telephonic consultation with the COUNTY's information
technology representative and the information technology representative and medical personnel at the
FACILITY, if desired, to evaluate and improve electronic medical records creation, addition to, access,
retention, storage and retrieval;
J. Reasonable integration of the COUNTY/ FACILITY adaptable medical protocol
forms, if any, into the Medical Records Software at the FACILITY; and
K. Upon termination of this agreement and provided County is not in breach of this
Agreement, a stand-alone, read only program that allows the COUNTY/FACILITY to search for, view and
print medical records, along with a data schema describing how data is stored.
2. COUNTY'S RESPONSIBILITIES. ln connection with the use of the Medical Records
Software, and electronic medical records creation, addition to, access, storage and retrieval at the
FACILITY, COUNTY sha|I:
A. Provide, own, operate, maintain and replace the Server(s) configured to
CoTEMR's minimum specifications to run and operate the Medical Records Software at the COUNTY'S
expense at the FACILITY;
B. Provide, own, maintain and replace the additional hardware such as document
scanners and computers at COUNTY's expense at the COUNTY;
C. Designate, control and be responsible for all aspects of the location of the
Serve(s) including, without limitation, electrical power availability, backup, controlled environment
including humidity and temperature, and all other physical aspects in connection with the Serve(s) and
related hardware;
D. Be responsible for all aspects of the security for the Server(s) and Server
location(s). user names and passwords, credentials, keys, and all on-site medical records, whether stored
electronically or otheruvise. ;
E. Be responsible for all aspects of the security of all stored data and medical
records (whether stored electronically or othenruise) including, without limitation, providing appropriate
user names, passwords, credentials, keys, encryptions, etc;
F. Be responsible for on-site back-up systems, and such off-site back-up systems
as the COUNry determines necessary or advisable;
G. Be responsible for regular on-site backup of the Serve(s) and all electronic
medical records and data stored thereon, and appropriate encryption of the same, and for regularly
transmitting the electronic medical records and data to selected off-site back-up/storage, if any, all as
determined from time to time by the COUNTY;
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H. Be responsible for the acts and omissions of all users of the Medical Records
Software at the Facilities and for remote access thereto by anyone on behalf of COUNTY/FACILITY to
medical records stored on-site and/or off-site;
l. Be responsible with the FACILITY for the acts and omissions of all users of the
Medical Records Software at the Facilities and remote access by any one on behalf of or through
FACILITY and/or the COUNTY to medical records stored on-site and/or off-site;
J. Be responsible with the medical and billing staff at the FACILITY for the form,
content, completeness and accuracy of all medical records, coding and billing;
K. Be responsible with the FACILITY for all privacy pertaining to on-site medical
records, whether stored electronically or otherwise, including state and federal privacy laws and including
HIPAA and the HIPAA Security Rule;
L. Be responsible with the medical staff at the FAClLlry for all medical care
including diagnosis, treatment and medication dispensing for all inmates at the FACILITY; and
M. Enter into and fully comply with the terms and provisions of the accompanying
Software License Agreement.
3. EXCLUSIONS. CoTEMR shall have no responsibility or obligation to the COUNTY, the
FACILITY, any inmates at the FACILITY, or to any third persons or legal entities for or arising out of any
of the COUNTY'S responsibilities and obligations as set forth in Section 2 above or for any failure to
perform such responsibilities and obligations. Notwithstanding anything in this Agreement to the contrary,
CoTEMR shall have no responsibility or liability of any kind or nature for any and all aspects of any and all
of the following:
A. Any and all aspects of the Serve(s); the location, maintenance, repair,
replacement and security of the Serve(s)' the control of or responsibility for the Serve(s); and all other
aspects of the Server(s), including, without limitation, electrical power availability, backup, environmental
controls including humidity and temperature, and/or all other physical aspects of the Server(s);
B. The input, form, content, completeness and/or accuracy of any medical records,
coding or billing;
C. Security, access to and privacy of the applicable computer hardware, electronic
medical records, and user names, passwords, credentials, keys, and encryption;
D. Remote access for anyone on behalf of or through the COUNTY to medical
records stored on-site and/or off-site;
E. Maintaining privacy pertaining to on-site medical records, whether stored
electronically or otherwise, including compliance with state and federal privacy laws and including
HIPAA and the HIPAA Security Rule, if applicable; and
F. The medical care including diagnosis, treatment and medication dispensing for
any and all inmates at the FACILITIES.
4. PROPRIETARY PROTOCOL FORMS. The COUNTY or the FACILITY may have
developed and own certain proprietary protocol forms for assisting the FACILITY'S medical staff in
efficiently providing medical services to inmates in the FACILITY. At no additional cost, COREMR agrees
to exercise reasonable efforts to integrate all COUNTY/ FAClLlry adaptable protocol forms, if any, into
the Medical Records Software used by COUNTY at the FACILITY. Attached hereto as Schedule 2 is a list
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of any protocol forms that COUNTY claims are proprietary and confidential (the "Confidential Protocol
Forms"). Except as set forth below, CoTEMR agrees to keep the Confidential Protocol Forms confidential
and not use the same in connection with its Medical Records Software at any correctional FACILITY
without COUNTY's prior written consent. ln addition, except as set forth below, CoTEMR agrees to keep
the Confidential Protocol Forms confidential and shall not disclose the same, in whole or in part, to any
person or entity other than its representatives who need to know about such Confidential Protocol Forms
in connection with the performance of CoTEMR's duties under this Agreement, except as otherwise
consented to in writing by COUNTY. Notwithstanding the foregoing or anything herein to the contrary, the
foregoing restrictions and limitations of CoTEMR's use or disclosure of the Confidential Protocol Forms
shall not be applicable to protocol forms identified by the COUNTY on Schedule 2 as Confidential
Protocol Forms which; (a) are already substantially or materially known to CoTEMR at the time the
Confidential Protocol Forms are disclosed to CoTEMR; (b) have become substantially or materially
generally known to the public through no wrongful act of CoTEMR; (c) have been rightfully received by
CoTEMR from a third party without restriction on disclosure and without, to the knowledge of CorEMR, a
breach of an obligation of confidentiality running directly or indirectly to the other party thereto; (d) have
been approved for release by a written authorization by the COUNTY or the FACILITY; (e) have been
disclosed pursuant to a requirement of a governmental agency or of law without similar restrictions or
other protection against public disclosure, or is required to be disclosed by operation of law; (f) are
independently developed by CoTEMR without use, directly or indirectly, of the Confidential Protocol Forms
received from the COUNTY or the FACILITY; (g) are furnished to a third party by the COUNTY or the
FACILITY without restrictions on the third party's right to disclose the Confidential Protocol Forms; or (h)
are disclosed by CoTEMR with the prior written permission of the COUNTY or the FACILITY.
5. PAYMENT. As consideration for the services listed in this Agreement, COUNTY agrees
to pay CoTEMR an lnitial Set-up Fee of $15,000.00 and a Monthly Service Fee of $300.00. Any
Additional CoTEMR Services/Hardware outlined in Schedule 1 of this agreement shall be paid in full by
COUNTY upon execution of this Agreement, or, if applicable, within thirty days of the County's receipt of
an invoice for such services if performed after the inception of this Agreement.
6. TERM. The initial term ("lnitial Term") of this Agreement shall be for a period of Three (3)
years from the Effective Date, unless sooner terminated as provided in Paragraph B below, and shall be
automatically renewed, without notice, on the same terms and provisions, for successive periods of one
(1)year each ("Renewal Term(s)"), unless either Party gives written notice of termination to the other at
least ninety (90) days prior to the expiration of the lnitial Term or applicable Renewal Term. At the
expiration or termination of this Agreement and at the written request of COUNTY, CoTEMR shall remove
all of COUNTY's protocol forms from the Medical Records Software at the FACILITY and generally from
CoTEMR's Medical Records Software wherever located, and shall not thereafter use the same except
under the circumstances set forth in the last sentence of Paragraph 4 above. Effective immediately upon
the expiration or termination of this Agreement, the accompanying Software License Agreement shall also
automatically and without notice terminate and expire, and the COUNTY and the FACILITY shall no
longer use the Medical Records Software, or any component thereof, except the read-only software and
COUNTY'S/ FACILITY'S protocol forms, if any, which have been installed thereon all of which shall be in
a read-only format.
7. INDEPENDENTCONTRACTOR.
A. CoTEMR is an independent contractor, holding itself out to the general public as an
independent contractor for other work or contracts as it sees fit; it advertises its services as it sees fit to
the general public, maintains its office separate from COUNW, and this Agreement is not exclusive of
other CoTEMR agreements, contracts or opportunities.
B. An independent contractor relationship is created by this Agreement. COUNTY is
interested only in the results to be achieved, and the conduct and control of the service provided by
CoTEMR as set forth in paragraph 1 above will lie solely with CorEMR. CoTEMR is not to be considered
an agent or employee of COUNTY for any purpose, and the employees of CoTEMR are not entitled to any
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of the benefits that COUNTY provides for COUNTY's employees. COUNTY is not to be considered an
agent or employee of CoTEMR for any purpose, and the employees of COUNTY are not entitled to any of
the benefits that CoTEMR provides for CoTEMR's employees.
C. Each Party shall comply with all laws regarding workers' compensation insurance, as
applicable and all other insurance, whether required by applicable law or othenrise. Neither Party shall
have any authorization, express or implied, to bind the other to any agreement, settlement, liability, or
understanding whatsoever, and agrees not to perform any acts as agent for the other except as expressly
set forth herein. The compensation to be paid CoTEMR as provided for herein shall be the total
compensation payable hereunder to CoTEMR by the COUNTY.
D. Nothing herein shall be deemed to constitute COUNTY and CoTEMR as partners or joint
venturers. Each of the Parties is a separate legal entity. CoTEMR is merely providing software to
COUNTY as an independent contractor pursuant to this Agreement. Each of the Parties shall be solely
and exclusively liable and responsible for its own negligent, reckless and/or intentional acts and
omissions and for all of their respective costs and expenses.
E. This Agreement does not confer any rights or benefits on any third person or legal entity
B. DEFAULT. ln the event either Party hereto breaches any of the terms, provisions,
covenants or obligations of this Agreement, the other Party shall give notice specifying such breach and
give the breaching Party a thirty (30) day opportunity to cure the breach. ln the event the breach is cured
within this thirty (30) day period, this Agreement shall not be in default. ln the event the breaching Party
fails to cure the breach within this thirty (30) day period, such breaching Party shall be in default, and the
other Party shall be entitled to terminate this Agreement at any time thereafter upon written notice to the
other Party resulting in, among other things, an automatic termination of the accompanying Software
License Agreement, and in addition shall be entitled to recover such out-of-pocket damages as actually
and directly incurred as a direct result of a breach of this Agreement. Notwithstanding the foregoing,
neither Party shall be liable to the other under any circumstances in the event of a default for any indirect,
exemplary, punitive, general, special, statutory, incidental or consequential loss or damages of any kind
or nature whatsoever.
9. INDEMNIFICATION. The COUNTY agrees to indemnify CoTEMR and all of its officers,
directors, stockholders, employees, agents, consultants, independent contractors from any and all claims,
losses, damages, or liabilities (including attorneys' fees and costs) brought by any third person, including
any inmate(s) at the FACILITY, arising out of the COUNTY'S performance or nonperformance of its
obligations under this Agreement or arising from the use of any hardware or the Medical Records
Software supplied by CorEMR, except as the same may the direct result of a breach of CoTEMR's
obligations under this Agreement.
10. COMPLIANCE WITH LAW. Each Party shall comply with all applicable local, state, and
federal laws that may bear on their respective obligations under this Agreement.
11. NOTICES. Any notice or other communication under this Agreement shall be in writing
and shall be considered given when delivered personally, upon receipt by confirmed telefax, on delivery
by a reputable overnight courier (receipt confirmed), certified mail, return receipt requested or four (4)
days after the postmark date if mailed by United States First Class Mail, to the Parties at the addresses
set forth below (or at such other address as a Party may specify by notice to the other):
lf to CorEMR, to it at:
John J. Probst, Manager
5
430 West 200 North,
P.O. Box 702
Midway, Utah 84049
with a copy to:
STOEL RIVES LLP
201 Main Street, Suite 1100
Salt Lake City, Utah 84111- 4904
Attention: Scott F. Young
lf to COUNTY, to it at:
with a copy to
12. ENTIRE AGREEMENT. This Agreement, together with the accompanying Schedules and
Software License Agreement set forth the entire understanding and agreements between the Parties with
respect to the subject matter hereof, and supersedes any and all prior understandings, representations
and warranties, including, without limitation, any submittal or response to request for proposal ("RFP") of
any kind preceding the date of this Agreement and are not binding on either party except to the extent
incorporated in this Agreement, the accompanying Schedules or Software License Agreement. This
Agreement may only be amended by an instrument in writing signed by the Parties. The invalidity of any
provision or portion of a provision of this Agreement shall not affect the validity of any other provision of
this Agreement or the remaining portion of the applicable provision.
13. ASSIGNMENT. No Party may assign any of its rights or delegate any of its duties under
this Agreement without the prior written consent of the other Party, which may be withheld for any reason
or for no reason, except that any Party may assign its rights and delegate its duties to a successor to
such Party's entire business, membership interests or assets.
14. COUNTERPARTS. This Agreement may be executed in one or more counterparts, which
together shall constitute a single instrument. Facsimile delivery of an executed counterpart shall be valid
and binding for all purposes.
15. INCORPORATION OF RECITALS AND FOOTNOTES. The Recitals and Footnotes to
this agreement are a part hereof and incorporated herein.
16. MODIFICATION/CONSTRUCTION. This Agreement may not be modified or amended
except with a writing signed by both Parties. No rule of strict construction shall apply against or in favor of
either Party.
17. FORCE MAJEURE. Neither CoTEMR nor COUNTY shall be liable to the other or be
deemed to be in breach of this Agreement for any failure or delay in rendering performance arising out of
causes beyond its reasonable control and without its fault or negligence. Such causes may include, but
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are not limited to, acts of God or the public enemy, fires, floods, epidemics, quarantine restrictions,
strikes, freight embargoes and unusually severe weather.
lN WTNESS VITHEREOF the Parties have executed this Agreement effective as of the day and
year first above written.
KITTITAS COUNW COREMR,
By By:
(Authorized Signature) (Authorized
PrinlName ctav n-rq4 PrintName J
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SCHEDULE 1 - Optional Services.
On-site Support/Training (optional) - $1,500.00
Upon request. CoTEMR will provide additional on-site training and/or supporl. The cost for this
is $ I,500 per CorEl\lll representative per day, plus expenses. Training days are to be
consecutive.
Additional Integrations (optional) - $2,000
Any additional integration such as labs or radiology will be an additional $2,000 per integration
Custom Progrnmming Requests
If your facility requires additional custom programning, the fee will be $l5Olhour (with a
minimum of I hour per instance).
Offender Manage System Integration Support
After the initial integration is established, if your tacility's Jail Management system changes
and/or CorEMR technical representative are required to edit/modi$ the upgraded/changed
integration. or re-install the CorElVlR software. CcrElVlR rvill charge $150 per hour with a
minimum of I hour to re-establish communication between the two systems.
KITTITAS COUNTY
Dated: 5 -\1 -LL By:e-/2,-- hr'-t ,t4----T luufiotiifo Signature)
coREMR, L
Dated:
I
SCHEDULE 2
LIST OF CONFIDENTIAL PROTOCOL FORi'IS
NONE
5 -t1 -zL By:(k-- (W&1
KITTITAS COUNTY
l'lqlar{'
,/ (Authorized$ignature)
coREMR, L.C.
By
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COUNTY SOFTWARE LICENSE AGREEMENT
THIS SOFTWARE LICENSE IS GMNTED BY COREMR, L.C., A UTAH
LIMITED LIABILITY COMPANY AND IS SOLELY IN FAVOR OF KITTITAS COUNTY
FOR USE EXCLUSIVELY AT THE FACILITY IDENTIFIED BELOW. BY EXECUTING
THIS SOFTWARE LTCENSE AGREEMENT (THE ,,L|CENSE AGREEMENT") AND
ustNc THE SOFTWARE (DEFINED BELOW), THE COUNTY AGREES TO BE
BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. THIS LICENSE
AGREEMENT ts ENTERED tNTo AND ts EFFEcnvE As oF THE 2.2 oav orl l-c,.lv ,2022.
/1. Definitions:
Agreement "Agreement' means that certain Agreement accompanying this
License Agreement entered into between CorEMR, L.C. ("CorEMR") and KITTITAS
COUNTY pertaining to the provision of electronic medical records software under this
License Agreement and the provision of computer hardware, if requested.
COUNTY. 'County" means Kittitas County, State of Washington.
Facility. 'Facility" exclusively means the correctional facility operated by the
COUNTY located at 205 W 5th AVE. STE 1 Ellensburg, WA 98926.
Software. "Software" and/or "Medical Records Software" means the computer
programs provided by CoTEMR under this License Agreement for electronic medical
records in connection with the accompanying Agreement.
You. "You" means the County and the Facility and their respective officers,
administrators, employees, agents, independent contractors, and medical staff
exclusively at the Facility and the information technology staff exclusively at the Facility.
2. License Grant. Provided you comply with all of the terms and conditions of this
License Agreement and the accompanying Agreement including timely payment of the
lnitial Set Up Fee and the Monthly Service Fee as provided in the Agreement, CoTEMR
grants you a non-exclusive, non-transferable, limited license to use the Software for
electronic medical records under the Agreement on one server exclusively at the Facility
for so long as the Agreement is in effect and not terminated or expired, lmmediately
upon the expiration or termination of the accompanying Agreement, this Software
License Agreement shall also automatically and without notice terminate and expire and
you shall no longer be entitled to use the Software, or any component thereof, except
your protocol forms, if any, which you may have caused to be installed thereon. ln the
event of the termination or expiration of this License Agreement and/or the license
granted hereby, you must immediately uninstall and return the Software to CorEMR,
including all documentation together with all upgrades, enhancements, modifications and
updates and shall not thereafter use the same.
3. Backup Copy; Transferability. You may make one backup copy of the Software
for archival purposes to backup the Software, provided your backup copy is not installed
or used on any computer. You may network this Software internally at the Facility for the
sole and exclusive purpose of using the Software through commands, data or
instructions exclusively on the internal network at the Facility. No other network use is
permitted. No lnternet Web hosting or lnternet access of any kind or nature is permitted.
You may not transfer any rights of any kind or nature to this Software or the backup copy
thereof. All trademark, copyright, and proprietary rights notices must be faithfully
reproduced and included by you on such copy. You may not make any other copies of
the Software.
4. Other Restrictions. CoTEMR reserves all rights not expressly granted to
you herein. Without limiting the generality of the foregoing, you shall not, nor shall you
permit, any other party to: (i) use the Software except pursuant to the terms of this
License Agreement; (ii) disassemble, decompile, unbundle, reverse engineer, or
translate any part of the Software, or otheruvise attempt to reconstruct or discover the
source code of the Software, except and only to the extent that such activity is expressly
permitted by applicable law notwithstanding this limitation; or (iii) modify or create
derivative works based on the Software; or (iv) externally distribute, sublicense, resell,
encumber, or othenivise transfer the Software; or (v) rent, lease, lend, or use the
Software for timesharing or bureau use; or (vi) allow a third party to inspect, copy,
access, or use the Software; or (vii) disclose the results of any benchmark test of the
Software to a third party without the prior written approval of CoTEMR; or (viii) take any
actions that would cause the Software to become subject to any open source or quasi-
open source license agreement. The Software contains trade secrets and confidential
information and you shall diligently protect the same against transfer or disclosure to, or
discovery by, other persons not authorized by CorEMR. ln the event you create, or
cause to be created, any derivative work or modification to the Software, in violation of
this Agreement or otherwise, all such derivative works and/or modifications (including all
related intellectual property) created by or for you is hereby assigned to CoTEMR in their
entirety.
5. Ownership. You acknowledge that CoTEMR exclusively owns all title and
intellectual property rights in and to the Software, including all copies thereof. U.S., and
you acknowledge international laws protect the Software, including without limitation
copyright and trademark laws and international treaty provisions. The Software is
licensed to you, not sold, and you have no ownership of any kind in or to the Software.
6. Gopyrights; Trade Secrets. You acknowledge and agree that the structure,
sequence, and organization of the Software (including but not limited to any technical
configurations, technical data, images, photographs, animations, video, audio and text)
are proprietary to and are the valuable trade secrets of CorEMR. You agree to hold such
trade secrets in confidence. Unless explicitly set forth in a written agreement executed
between CoTEMR and you, you may not remove from the Software or alter any of the
trademarks, trade names, logos, patent or copyright notices or markings, or add any
other notices or markings to the Software.
7. Updates. Except as othenruise expressly provided herein, this License
Agreement will govern any Software updates, modifications, enhancements, upgrades,
patches, pre-releases (BETA), tryout, evaluation or product sampler that may be
provided to you in accordance with CoTEMR's then-current maintenance and support
policies and license agreement, unless such updates, modifications, enhancements
andior upgrades are provided under separate license agreement. You may use such
updates, modifications, enhancements and/or upgrades, etc. only in conjunction with the
license granted pursuant to this License Agreement and such updates, modifications,
enhancements and/or upgrades, etc. are covered by the terms and conditions of
CoTEMR's then current License Agreement, and CoTEMR may condition issuance
thereof to you on your written acceptance of the then current license agreement.
Updates to which you may be entitled under this Agreement shall not include any
custom modifications or versions of the Software not released by CoTEMR for general
distribution to its clients.
8. Limited Warranty. CoTEMR warrants that the Software will enable the properly
trained users hereof to create, maintain, access, and make additions to electronic
medical records and medical data, and will enable your properly trained personnel to
backup the electronic medical records created thereby on site and/or at a remote
location if proper equipment and backup software is used, for a period of ninety (90)
days from the date of installation on the Server at the applicable Facility. Non-substantial
variations of performance do not establish a warranty right. To make a warranty claim,
you must notify CoTEMR in writing of the specific defect or failure claimed within such
ninety (90) day period. lf the Software does not perform substantially in accordance with
this Limited Warranty, the entire liability of CoTEMR and your exclusive remedy shall be
limited to either, at CoTEMR's option, the replacement of the Software or the refund of
the lnitial Set Up Fee and Monthly Service Fees actually paid to date; and in any such
event, you shall be obligated to return to CoTEMR the Software. THIS LIMITED
WARRANTY SHALL NOT APPLY TO ANY SOFTWARE UPDATES, UPGRADES,
MODIFICATIONS, ENHANCEMENTS, PATCHES, PRE-RELEASES (BETA),
TRYOUTS, EVALUATIONS OR PRODUCT SAMPLERS, ALL OF WHICH ARE
LICENSED 'AS IS," WITHOUT WARRANTY OF ANY KIND. THIS LIMITED
WARRANTY SET FORTH IN THIS SECTION GIVES YOU SPECIFIC LEGAL RIGHTS.
YOU MAY HAVE ADDITIONAL RIGHTS, WHICH MAY VARY FROM JURISDICTION
TO JURISDICTION
9. Additional Warranty Limitations. The limited warranty set forth in Section 8
above does not apply to: (a) use on any hardware not meeting CoTEMR's specifications;
or (b) bugs, defects, problems or failures caused by defects, problems or failures of
hardware or software not provided by CoTEMR or the negligence of the COUNTY or any
person other than a CoTEMR representative. The limited warranty set forth in Section 8
above does not include any warranty that (i) the Software will meet the COUNTY'S
requirements; (ii) will operate in conjunction with other hardware and software utilized by
the COUNTY; (iii) will be error free in all circumstances; and (iv) that non-material bugs
will be corrected.
10. No Other Warranties. EXCEPT AS EXPRESSLY WARRANTED ABOVE lN
SECTION 8, THE SOFTWARE IS PROVIDED "AS IS,' WITHOUT WARRANTY OR
REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR ARISING
FROM COMMON LAW, CUSTOM, USAGE OR OTHERWISE, OR STATUTORY,
INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-
INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR
PURPOSE, OR PERTAINING TO TITLE, INTEGRATION, ACCURACY, SECURITY OR
AVAILABILITY. ANY EXPRESS WARRANTY MADE OUTSIDE OF THIS LICENSE
AGREEMENT IS EXCLUDED AND SUPERSEDED BY THE TERMS OF THIS
LICENSE AGREEMENT. COREMR DOES NOT REPRESENT OR WARRANT THAT
THE SOFTWARE WILL SATISFY YOUR REQUIREMENTS, THAT IT IS WITHOUT
DEFECT OR ERROR, OR THAT THE OPERATION THEREOF WILL BE
UNINTERRUPTED OR ERROR FREE. COREMR DOES NOT AND CANNOT
WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE
SOFTWARE. Some jurisdictions do not allow certain disclaimers or limitations of
warranties, so some of these may not apply to you.
11. Exclusion of Gertain Damages. UNDER THIS LICENSE AGREEMENT, TO
THE FULLEST EXTENT PERMITTED BY LAW, COREMR SHALL NOT IN ANY CASE
BE LIABLE FOR ANY LOSS OF USE, LOST OR DAMAGED DATA, ANY INABILITY TO
ACCESS OR RETRIEVE DATA, OTHER COMMERCIAL, MEDICAL OR ECONOMIC
LOSS, OR FOR ANY DIRECT, INDIRECT, SPECIAL, STATUTORY, PUNITIVE,
EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY
KIND, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, OR
BUSINESS COSTS OF COVERAGE, OR EQUIPMENT DOWNTIME ARISING FROM
OR RELATING TO THIS LICENSE AGREEMENT OR FROM THE USE OR INABILITY
TO USE THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION AND EVEN IF
COREMR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS
DISCLAIMER OF LIABILITY WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED
HEREIN FAILS lN ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow certain
exclusions or limitations of liability, so some of these may not apply to you.
12. Limitation of Liability. THE AGGREGATE LIABILITY OF COREMR ARISING
FROM OR RELATING TO THIS LICENSE AGREEMENT AND/OR THE
ACCOMPANYING AGREEMENT OR THE USE OR INABILITY TO USE THE
SoFTWARE (REGARDLESS OF THE FORM OF ACTTON OR CLA|M, WHETHER
CoNTRACT, WARRANTY, TORT, EQUTTABLE AND/OR OTHERWTSE) SHALL NOT
EXCEED THE AMOUNT OF ALL LICENSE FEES PAID BY YOU FOR THE
SOFTWARE LICENSE GRANTED HEREUNDER AND THE INITIAL SET UP FEE AND
MONTHLY SERVICE FEES PAID TO THE DATE OF CLAIM. COREMR SHALL NOT IN
ANY CASE, BE LIABLE FOR ANY SPECIAL INCIDENTAL, CONSEQUENTIAL,
INDIREGT OR PUNITIVE DAMAGES EVEN IF COREMR HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. COREMR IS NOT RESPONSIBLE FOR
LOST PROFITS OR REVENUE, LOSS OF USE OF SOFTWARE OR DATA, GOSTS
OF RE.GREATING LOST DATA, THE COST OF ANY SUBSTITUTE EQUIPMENT OR
PROGRAM, OR CLAIMS BY ANY PERSON OR LEGAL ENTITY OTHER THAN YOU.
13. Sole Remedy and Allocation of Risk. YOUR SOLE AND EXCLUSIVE
REMEDY UNDER THIS LICENSE AGREEMENT AND COREMR'S SOLE AND
EXCLUSIVE LIABILITY UNDER THIS LICENSE AGREEMENT IS SET FORTH IN THIS
LICENSE AGREEMENT. This License Agreement defines a mutually agreed-upon
allocation of risk. Each of the parties acknowledge that the provisions of this License
Agreement and accompanying Agreement were negotiated to reflect an informed,
voluntary allocation between them of all risks (both known and unknown) associated with
the use of the Software. The warranty disclaimers and limitations in this License
Agreement are intended to limit the circumstances of liability and are separately
intended to limit the forms of relief available to the parties.
14. Taxes. ln the event that any withholding, sales or use taxes or other taxes or
government fees, assessments or charges are payable because of this License
Agreement, or any license of the Software, or because of any payment by you, then you
shall pay such taxes, fees, assessments and charges in addition to all other payments.
15. Severability. lf a court of competent jurisdiction determines that any provision of
this License Agreement is invalid or unenforceable or contrary to applicable law, such
provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity
or unenforceability or the conflict with applicable law, and all other provisions of this
License Agreement shall remain in effect.
16. U.S. Government End Users. The Software is provided with Restricted Rights.
use, duplication, or disclosure by the United States Government and is subject to
restrictions applicable to commercial computer software as set forth in the Federal
Acquisition Regulations (FAR) S 52.227-14 (June 1987) Alternate lll (June 1987), or
FAR S 52.227-19 (June 1987), or DFARS S 252.227-7013(bX3) (Nov 1995) or applicable
successor provisions. Software licensed to U.S. Government end users are licensed (a)
only as Commercial ltems as defined at 48 C.F.R. S 2.101,512.212 or $ 227.7202-1-4;
and with only those rights as are granted to all other end users pursuant to the terms
and conditions herein. Use of the Software by the U.S. Government constitutes
acknowledgment of CoTEMR's proprietary rights therein. The manufacturer is CoTEMR
Corporation with its principle office located at 430 West 200 North, P.O. Box 702,
Midway, Utah 84049.
17. Export Laws. You acknowledge that the Software is subject to applicable import
and export regulations of the United States and of the countries in which you do
business. lt is your responsibility to comply with the United States' and other countries'
government requirements as they may be amended from time to time. Without limiting
the generality of the foregoing, and regardless of any disclosure made by you to
CoTEMR regarding an ultimate destination of the Software, you shall not export, re-
export, transfer, divert, or disclose (directly or indirectly) the Software or any portion
thereof to any country in violation of U.S. export laws or regulations or any other law,
regulations, or government order. Note that Software containing encryption may be
subject to additional restrictions.
18. Gonstruction. No rule of strict construction shall apply against or in favor of
either party in the construction and interpretation of this License Agreement and/or the
Master Agreement.
19. Assignment. You may not assign, sublicense, or transfer this License
Agreement, any rights or obligations under this License Agreement, the Software, or any
enhancements, updates, upgrades, modifications, or amendments to the Software.
CoTEMR may assign or transfer this License Agreement and its rights and obligations
hereunder at its discretion to any third person or legal entity without your prior
permission.
20. Entire Agreement. This Software License Agreement sets forth the entire
understanding and agreement between the parties relating to the subject matter hereof,
may be amended only in a writing signed by both parties, and supersedes all prior
purchase orders, agreements, understandings, representations, and warranties relating
to the subject matter of this License Agreement. Any waiver of or promise not to enforce
any right under this License Agreement shall not be enforceable unless evidenced by a
writing signed by the party making such waiver or promise. ANY TERMS AND
CONDITIONS OF ANY PURCHASE ORDER OR OTHER DOCUMENT SUBMITTED
BY YOU IN CONNECTION WITH THE SOFTWARE THAT ARE IN ADDITION TO,
DIFFERENT FROM, OR INCONSISTENT WITH THE TERMS AND CONDITIONS OF
THIS LICENSE AGREEMENT AND THE ACCOMPANYING AGREEMENT ARE NOT
BINDING ON COREMR AND ARE INEFFECTIVE. ONLY AUTHORIZED OFFICERS
(NOT SALES PERSONS) OF COREMR HAVE AUTHORITY, ON BEHALF OF
COREMR, TO MODIFY THIS LICENSE AGREEMENT OR TO MAKE ANY
WARRANTY, REPRESENTATION, OR PROMISE THAT IS DIFFERENT THAN OR IN
ADDITION TO THE WARRANTIES, REPRESENTATIONS, OR PROMISES
EXPRESSLY SET FORTH IN THIS LICENSE AGREEMENT.
lN WITNESS WHEREOF the Parties have executed this License Agreement
effective as of the day and year first above written.
KITTITAS COUNTY COREMR,
By By:
(Authorized Signature)(Authorized S
PrinlName /,r 4 y ttYF 2-f Print Name lnn
!-?-
CV COTEMR
Electronic Medical Records
EMRProposal
A Budgetary Proposal for an Electronic Health
Records System for
Kittitas Co, WA
SaaS - hosted by CoTEMR
March 21,2022
Proprietary Notice
@ 2022 CorEMR, Inc. All rights reserved. The ideas and designs set forth in this proposal are the sole property of CoTEMR and
are not to be disseminated, distributed, discussed, or otherwise conveyed to third persons without the express written permission of
CoTEMR LC.
CoTEMR -Costs and Contract . 5l'l'l /2022
CoTEMR Costs
CoTEMR includes two fees associated with our Electronic Medical Record System. The
first is a one-time implementation and Set-up fee and the second is a monthly service and
support fee. What is included in each of these fees is outlined below:
One-Time Implementation and Set-up Fee -$25,ooo
(10,000) - discount
$15,000
Installation - We install the CoTEMR software the server and ensure it is
accessible and working properly on your network.
Jail management software (JMS) integration. Uni-interface with the JMS
provider to populate patient demographics into CorEMR.
Training - CoTEMR has experienced staff members who are able to provide
effective online training to your medical staff to familiarize them with the
CoTEMR system and train to competency.
Customized FormslProtocols - CoTEMR staff will take up to 30 of your
existing forms (screening forms, medical forms, exam forms, etc.) and transform
them to electronic format for use on our system.
CoTEMR will integrate with your current pharmacy to ensure online ordering
and medication check-in capabilities.
Site Configuration - This includes, but is not limited to setting up: task
categories, Medication distribution schedules (electronic MAR), Users and
password groups, Drug List, Problem list, form triggers, and Medication sets.
Additional Integrations (optional) - $2,000
Any additional integration such as labs or radiology will be an additional $2,000 per
integration.
Custom Programming Requests
If your facility requires additional custom programming, the fee will be $15O/hour (with
a minimum of I hour per instance). Charges also apply to server, pharmacy, lab,
radiology, and JMS changes.
Optional On-site SupportlTraining
Upon request, CoTEMR will provide on-site training andlor support. The cost is $1,500
per CoTEMR representative per day.
License. Monthly Service and Support Fee - ($300 month)
Based on 80 ADP
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CoTEMR -Costs and Contract .5/11/2022
24/7 Tech Support - CoTEMR has a highly rated support staff whose main
concern is the success of the customer. CoTEMR uses an e-mail, telephone and
on-call system to provide the highest level of customer support.
CoTEMR Software License - The monthly service fee pays for a license to the
CoTEMR software. This software was built specifically for corrections and is
unmatched in the industry.
Future CoTEMR Product Enhancements - CoTEMR is always listening to our
customers and enhancing our product to better meet their needs. All upgrades,
product enhancements, and feature improvements are included in the monthly
service fee. Online training for existing products and upgrade products is also
included.
SAAS Hosted -L Yearly $250 security certificate.
2. $85/ month hosting fee.
CoTEMR has SAAS server's set-up for small facilities at Fiber Net in Orem, UT.
https ://www. fi ber.net/
The monthly service and support fee is based on the number of active records per day.
($2 per inmate per month with a monthly minimum of $300). Because the average daily
population (ADP) of each facility fluctuates, CoTEMR would simply negotiate with the
facility an estimated ADP for the vear and would re-calculate this number on an annual
basis.
This proposal is good for Ninety (90) Days starting from March2l,2022
Hardware is not included in this proposal
Price Com
Please contact me if you have anyfurther questions
Paul Winterton, VP
801-225-0317 xl05
paul@coremr.com
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Set-up Fee $15.000 (one time)
Monthly license and maintenance $300.00/month $3,600 year
Yearly Certificate $250.00 yearly
Monthly hosting $85.00/month $1,020 year
First Year Total $19,870
2nd yr and on-goins $4,870.00
SaaS - Hosted atlby CoTEMR: