SANTA CRUZ COUNTY BOARD OF SUPERVISORS INDEX SHEET

Creation Date: 6/14/05

Source Code: HSAXX Agenda Date: 6/2 I /05

I NVENUM : 56443

Resolution(s):

Ordinance(s):

Contract(s): 43371

Continue Date(s): Index: --Letter of Health Services Agency

Item: 41. APPROVED agreement with Orchard Software Company in the amount of $79,000 for the new laboratory software system and authorized the Health Services Agency Director to sign, as recommended by the Health Services Agency Director

--Purchase Agreement

HEALTH SERVICES AGENC ADMINISTRATION

County of Santa Cruz G:j63

HEALTH SERVICES AGENCY

P.O. BOX 962,1080 EMELINE AVENUE SANTA CRUZ, CA 95061

:Y (831) 454-4000 FAX: (831) 454-4770

APPROV’JBD AND FELID

May 3,2005 Agenda: June 21,2005

BOARD OF SUPERVIS County of Santa Cruz 701 Ocean Street I

Santa Cruz, CA 95060

RE: Approval of Laboratory Information Management System through Public Health Preparedness and Bioterrorism Program Grant

Dear Members of the Board:

On September 14, 2004, your Board approved a laboratory information management system through the Public Health Preparedness and Response to Bioterrorism Program. Included in this program were plans to replace the existing legacy laboratory information system (Costar) with a modern state of the art lab system.

No new county funds are needed to fund the activities. The funding sources for these programs are not affected by state or federal cuts.

The Health Services Agency (HSA) conducted a comprehensive request for proposals (RFP) process and obtained proposals from 15 laboratory information vendors. After a formalized evaluation process, the Orchard Software Company was recommended for utilization in public health and clinics. The Orchard Software Company “Harvest” laboratory information system is therefore being recommended for purchase by the Health Services Agency.

State Department of Health Services, Division of Communicable Disease Control, Public Health Informatics Network has reviewed the proposal from Orchard Software Company and has authorized the County to proceed with the project. This software meets all requirements for public health and clinic laboratory needs, is used by Planned Parenthood, one of our safety net clinic partners. It is also compatible with the new practice management software used by Clinics. The purchase and installation of this software package is the second step in HSA’s information systems master plan which includes plans to move off of HSA’s Costar legacy system. The master plan was developed in conjunction with the Information Services Department and is consistent with the County’s focus of centralizing basic computer requirements and allowing departments to focus on more specialized software needs.

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( 1 .-; 5 4 It is, therefore, RECOMMENDED that Y o u Board:

1. Approve the attached agreement with Orchard Software Company in the amount of $79,000 for the new laboratory software system and authorize the Health Services Agency Director to sign.

Sincerely,

Rama Khalsa, Ph.D. Health Services Agency Director

RECOMMENDED:

Susan A. Mauriello County Administrative Officer

RK:vye

Attachments: Exhibit A-Laboratory Information System Evaluation Process

cc: County Administrative Office County Counsel Auditor-Controller HSA Administration ISD Administration - HSA & Central

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. COUNTY OF SANTA CRUZ

REQUEST FOR APPROVAL OF AGREEMENT

TO. Board of Supervisors County Administrative Office Auditor Controller

AGREEMENT TYPE (Check One)

FROM: Health Services Agency (Department)

BY: (Signature) 5117105 (Date) nslrevenues are available

Expenditure Agreement Revenue Agreement 0 The Board of Supervisors is hereby requested to approve the attached agreement and authorize the execution of same.

1. Said agreement is between the Health Services Agency - Clinics (DepartmenffAgency)

and Orchard Software, 701 Congressional Blvd., Ste 360, Carmel, IN, 46032 (NamelAddress)

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3. Period of the agreement is from June 2005 to June 30,2006

4. Anticipated Cost Is $ 799000 0 Fixed 0 Monthly Rate 0 Annual Rate H Not to Exceed

Remarks:

5. Detail: On Continuing Agreements List for FY - Page CC- Contract, No: OR 1st Time Agreement 0 Section II No Board letter required, will be listed under Item 8

Section Ill Board letter required 0 Section IV Revenue Agreement

6. Appropriations1Revenues are available and are budgeted in 3621 10 (Index) 3665 (Sub object)

NOTE: IF APPROPRIATIONS ARE INSUFFICIENT, ATTACHED COMPLETED AUD-74 OR AUDSO

have been Contract NO: ~ 0 4 3 37 I Appropriations available and encumbered.

are not By: 0- w&% Date: r,/d o r Aiditor-Controller Deljuty

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

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

Health Services Agency (DepartmenffAgency)

Date: C / / / O s By: County AdmiKstrative Office

Distribution: Board of Supervisors - White Auditor Controller - Canary Auditor-Controller - Pink f the Board of Sup the County of Santa Cruz, Department - Gold f agreement was ap-

- 6 ADM - 29 (8101) Title I, Section 300 Proc Man

AUDITOR-CONTROLLER USE ONLY

co $ Document No. JE Amount Lines H/TL Keyed By Date

TC1 IO $ I Auditor Description Amount Index Sub object User Co

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Orchard Sohare Corporation ( cc Orc hard”) Laboratory Information System

Purchase Agreement For County of Santa Cruz Health SeYvices.

T”hE Purchase Agreement (“Agreement”) is dated this day of , 2005, and is for the acquisition of an Orchard Harvestm Laboratory Information System (“System”) by County of Santa Guz Health Services (“CLIENT”) and defines the ongoing business relationship related to the acquisition and use of the Orchard Harvest Laboratory Information System

Configuration. The configuration for CLIENT is as follows: 7 Harvest Laboratory Licenses, to include both General Laboratory and Microbiology. Santa Guz lab will consist of six lab users and an additional user will be located at the Watsonville location. The project will also include a demographic and billing interface to Epic (OCHIN), and a results interface to Elysium.

Licenses. CLIENT shall have the right to use all licensed software, ancillary hardware, instrument interfaces, and other interfaces described in this Agreement on a perpetual, nonexclusive basis and Orchard represents and warrants to CLIENT that Orchard has the right to license the same.

1. Hardware Components: CLIENT d provide the server and workstation hardwre. Mmunurn . .

specifications d be as follows:

Workstation Configuration: Provided by CLIENT . Intel Pentium I11 800 + MHz CPU = 256kPipeline L2 Cache

256 MB Memory . 4 GB EIDE Hard Drive . CD-ROM Drive = 56k Modem on one workstation 9 Ethernet Network Interface Card . 15” Color Monitor, Keyboard, and Mouse

Normal Network Cables, Boosters, and Connectors . Battery Powered Unintermptible Power Supply Single User License for Windows 2000 Professional or Windows XP Professional

NOTE: If any workstations on the Harvest network require communications via a Wide Area Network, CLIENT d be responsible for providing and maintaining a physical link of at least 512kbps (preferablyT1,) such as access to a network infrastructure or dedicated data line and all necessary terminating hardware between the remote workstations and the Harvest network hub.

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Network Server Configuration: Provided by CLZENT 0 3 6 7

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Dual Intel XEON Processor CPUs 512k Pipehe L2 Cache 1 GB Memory (5) 36 GB SCSI Hot Swap Drives with RAID 5 SCSI Controller 8 4 Drives arranged in a RAID 5 Configuration with 1 hot swap

Two v d Drives 8 Drive 1 (G) 5GB containing the OS m Drive 2 (D:) All remaining space for the Orchard Applications

CD-ROM Drive Dual Ethernet Network Interface cards Monitor, Keyboard, and Mouse High Capacity Removable Media Internal Back Up Drive Back-up Software Hot Plug Redundant Power Supply Hot Plug Redundant Fan Battery Powered Uninterruptible Power Supply License for Windows 2000 Server or Windows 2003 Server

CLIENT wdl provide all necessary cabling, phone lines and support services required to interface the System to CLIENT'S existing LAN.

Ancillary Hardware: Provided By CLIENT Laser report printers and fax printers as needed

Ancillary Hardware: Provided By Orchard All serial port expansion cards, hubs and connectors necessary to establish the Harvest Network and all interfaces listed in this Agreement Three Eltron 2824s Bar Code Label Printers One Laser Bar Code Scanner with associated cables and software

2. Software Components: Orchard will provide the following:

Server and 7 user licenses for the Harvest Laboratory Information System Application for 32-bit Microsoft Windows Server and 7 user licenses for 4th Dimension Harvest Microbiology Module Server and user licenses (as necess4 for backup and remote access utilities: Remote Access Software is Timbuktu Pro. Faxing Software to allow for faxing from any one of the Harvest workstations

Right to Use. CLIENT shall have the right to use all licensed software, ancillary hardware, instrument interfaces, and other interfaces described in this Agreement on a perpetual, nonexclusive basis. Orchard represents and warrants to CLIENT that Orchard has the right to license the same.

Documentation. CLJENT shall have the right to copy and use written manuals and documentation of the software provided by Orchard under this Agreement (including, but not limited to, the Training Outline and Operator's Manual.) CLIENT shall have the right to excerpt and post such materials onto an Internet website for instructional or reference purposes only and limited to the materials directly related to the Internet-enabled portions of the System described in this Agreement.

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. Backup Copy. CLIENT shall have the right to make one backup/archive copy of all Licensed Software (as defined below.)

Third Party Software. All third party software provided by Orchard and required to operate the System is set forth in this Agreement. Orchard agrees and acknowledges that it hereby grants to CLIENT (and has all rights necessary to make such grant) all licenses and rights necessary to enable CLIENT to use such third party software and thus operate the System in the manner contemplated under this Agreement. To the fullest extent possible, Orchard will pass on to CLIENT all applicable warranties on such thrrd party software so that CLIENT, either in its own name or through Orchard, may enforce the terms of any applicable warranty which has been extended to Orchard by such third party vendors to the same extent to which Orchard itself may enforce such warranties. Orchard will take such steps as may be reasonably requested by CLIENT to cooperate in the enforcement of such thud paqwarranties. CLIENT d not be responsible for any fees for its use or maintenance of any thrrd party software.

3. Interfaces: Orchard will deliver the interfaces listed below as part of tlus Agreement:

Main Site Santa Cruz: Hematology A n a l p x Cell Dyne 3200 (Bi-Directional)

= Other Analyzer: BD ProbeTec ET . Micro Analyzer. Biomerieux MB/Bact 120

Other Interfaces: = Epic Billing System Interface: Orchard will receive patient demographics sent from Epic to Harvest

and send billinz dormation from Harvest to EDic. Det& of implementation will be included in the Project Plan dGcribed in Section 4. Orchard wh take responsibLty to lead the team comprised of representatives from Epic, Orchard and CLIENT to successfully complete the interface. . Elysium Result Interface: Orchard will send patient test results from Harvest to Elysium Details of implementation d be included in the Project Plan described in Section 4. Orchard d take responsibility to lead the team comprised of representatives from Elysium, Orchard and CLIENT to successfully complete the interface.

9 Quest Diagnostics Reference Laboratory Interface: Orchard d send patient demographics, test orders and billing information from Harvest to Quest and receive patient test results sent from Quest to Hanrest. Interface to be delivered upon receipt of a purchase order from the reference lab.

CLIENT shall be responsible for ensuring that each analyzer or other dormation system interfaced has, in working order, all necessary software and inputloutput ports for interfacing with an LIS.

. Unless otherwise noted in this Agreement, CLIENT shall be responsible for all costs imposed by another vendor for their portion of the interface.

Orchard is not responsible for the interfacing limitations of any analyzer, host computer system, or reference laboratory interfaced.

. An interface between the Orchard system and any host computer or reference laboratory requires cooperation of all parties - Orchard, CLIENT, and the host computer vendor or reference laboratory - to be successfully completed. It is CLIENT'S responsibility to contact the other party and secure a commitment to complete their portion of the interface prior to the start of the project.

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All interfaces must be working properly prior to'CLIENT's acceptance of the System Orchard d validate that the components that Orchard provides to make an interface effective are in place and functioning correctly. If an interface is not functioning completely or correctly due to a component provided by another vendor, CLIENT will not delay acceptance of the Orchard System It is the responsibility of CLIENT to contact the vendor in order to assure that the device is in working order and that all software and components necessary to accomplish the interface are available and of the correct revision level.

4. Installation and Training: Orchard d provide onsite installation at CLIENT and provide training conducted by competent personnel with significant laboratory experience and knowledge of CLIA and other laboratory regulations.

A Project Plan d be established between CLIENT and Orchard and will be used as the primary coordination document for the entire project. Tlus Project Plan will be updated as necessary throughout the project at the mutual agreement of CLIENT and Orchard.

Installation and training d begin based on the Project Plan agreed upon by CLIENT and Orchard.

Installation and training expense including airfare, hotel and per diem is included in the System purchase price.

Orchard's technical staff will set up all computer hardware provided by Orchard, establish all physical connections, and set up all licensed software onsite at CLIENT.

Installation and training will consist of seven workmg week (Two at Orchard's corporate office, One for System Admin Training, one for Microbiology Training, five onsite at CLIENT) divided into different phases with objectives for each phase. It is understood that installation and training schedules must accommodate CLIENT'S normal work practices, and may not be on contiguous time frames.

In the event installation and training are completed in less time than is quoted in the contract, Orchard agrees to allow the customer to use the dollar amount not used toward future purchases including, additional licenses, interfaces, service and support.

Onsite Working Week Orchard personnel will arrive on Monday afternoon of each week on-site and will depart on Friday mornings.

CLIENT will assign two people to act as project coordinators for the entire project: One person for laboratory decisions and one for IT decisions.

Two Harvest system administrators and six operators d be trained and certified. Training will occur at Orchard's corporate office and onsite at CLIENT, or solely onsite at CLIENT.

Training will be coordinated between Orchard and CLJENT in advance. Individual Orchard System Engineers will not be expected to work more than 12 hours during a 24-hour period.

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5. Software Modifications: No moddications to the cment shipping version of the Harvest application are included as part of this Agreement. CLIENT will receive all general release software upgrades as part of the standard support agreement.

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Service and Support For one ful l year from the date of System installation, o&e telephone software service and support d be provided by Orchard as part of (i.e., included in) the purchase price, including modem diagnostics and all general release software upgrades to Harvest. Orchard agrees that support pricing shall not increase by more than 3.0% per year for years two through five, and no more than 4.0% per year for years six through ten.

. Following year one, the annual Silver software support agreement for the System configuration outlined in this Agreement will be $7,900.00, subject to increase if the System is expanded.

. System Expansion includes additional licenses, modules, and additional interfaces.

CLIENT is responsible for installation and maintenance of a direct phone h e to the System to accommodate dial-in support by Orchard.

Hardware Warranty: All new hardwe is warranted bythe manufacturer.

Representations and Warranties: Orchard hereby represents and warrants that the Licensed Software will conform in all m a t e d respects to the functional specifications included in this Agreement and the Operator’s Manual supplied with the System and be free of design defects. In the event of a breach of thrs representation, Orchard will, for a period of 360 days after System Acceptance by CLIENT, take such actions as may be necessary to conform the Licensed Software to the functional specifications at no additional charge to CLIENT.

All new hardware components provided by Orchard are warranted by the original manufacturer and may be repaired or replaced at the option of the manufacturer and/or Orchard. CLIENT should contact Orchard first so that a detemrination may be made as to the required corrective action.

Access to Source Code: In the &ly event that continued support of the User’s System by Orchard or its successor is not avadable (Le. a declaration of bankruptcy or any other dissolution of Orchard Software Corporation) a complete copy of the most current version of Harvest source code, with internal documentation, will be provided to the User (in confidence) for the sole purpose of maintaining the license use of Harvest at purchaser’s laboratory location at the time of the issuance of the license and to provide laboratory information for the purchaser’s patients only. Except for such individual use by purchaser at its business location(s) for the purposes of maintaining its laboratory information system, such code and documentation shall at all times be maintained in confidence. No &closure of such dormation shall be made other than that required to carry out the foregoing except by the authority of Orchard. No rights to all or any part of such software property shall be transferred to Clinic pursuant to this Agreement other than rights of use by CZlIllc pursuant to the above.

IO. Confidentiality of Patient Information: Orchard represents and warrants that the software and related equipment or products referenced in th_ls Agreement d operate in a rnanner that enables CLIENT to comply with the Health Insurance Portability and Accountability Act of 1996 (Public Law 104-9 1,42 U.S.C. 1301 et. Seq.) (“HIPAA”) and all rules, regulations, and standards coddied, promulgated or otherwise established by the Department of Health and Human Services (or any other governmental agency with the authority to establish or modify the same) , including, without limitation, those rules , regulations and standards for. Electronic Transactions and Code Sets; Privacy of Individually Idenufiable Health Information; Security and Electronic Signature Standards; National Standard Identifiers for

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Health Care Providers; National Standard Elnployet Identifiers; National Standard Identifiers for Health Plans; National Standard Identifiers for Health Claim Attachments; and National Standard Idendiers for Individuals.

In the normal come of business (installation and product support), Orchard may occasionally require access to protected healthcare mformation. Orchard warrants that all employees) agents, and representatives wdl hold confidential any and all information regardmg CLIENT'S clinical practices, administrative procedures, patients, and providers. Orchard wdl keep a record of all access by employees, agents, and representatives to the System and wdl limit access only to those individuals who have a compelling need in order to complete a specific and defined activity.

All data, including all protected healthcare mformation, created or collected by CLIENT as a result of its routine use of the System remains the property of CLIENT and its designated agents and representatives.

11. Options (Not Included in this Agreement):

CLIENT may contract, as a separate agreement, with Orchard for additional software, hardware and support at anytime during the term of dm Agreement.

12. Patent Indemnification: Orchard at its expense agrees to indemnify, defend and hold hannless CLIENT from any claim, judgment, costs, expenses and attorneys fees ("Claim") to the extent that such Claixn is based on a claim that the Orchard softmare, hardware, or instrument interfaces used by CLIENT dringe any patent, copyright, license, or other property right of a thud party. If as a result of any such claims CLIENT is enjoined from using the Orchard software, hardware, or other products, Orchard at its expense shall either procure the right for CLIENT to continue to use such software, hardware, or other products or discontinue the licenses granted herein and refund the purchase price paid byCLIENT.

13. INDEMNIFICATION. ORCHARD agrees to and hereby i n d e d i e s and saves COUNTY, and its officers, employees, harmless from all suits, claims, liabilities, judgments, costs, damages and expenses, including reasonable attorneys' fees, which m y accrue against, be charged to, sought from, or recovered from the mWI'Y by reason of or on account of damage to the property of the COUNTY or the p ropeq of, injury to, or death of any person, when such damage or i n j u r y is caused by ORCHARD'S negligence or recklessness or that of its employees, subcontractors, or agents while on the premises of the COUNTY during the delivery, installation and modification of the software. ORCE-URD agrees to defend COUNTY for the above stated causes provided that ORCHARD is nodied promptly in writing, and at ORCHARD'S request and expense, is given control of said suit and all requested assistance for defense of same.

14. INSURANCE. At its sole cost and expense, for the full term of this Agreement, ORCHARD shall obtain - . . and maintain minimum compliancewith all the following insurance coverages and requirements. Such murance coverage shall be primary coverage as respects the County of Santa Guz and any insurance or self- insurance maintained by COUNTY shall be excess of ORCHARD'S insurance coverage and shall not contribute to it. The insurance coverage required in this Agreement is provided on an "occurrenceYY form basis.

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85/23/2885 1 3 : 4 5 HSQ ADMINISTRRTIDN -* 913175732633 . NO. 146 DO83

M a y ' 24 2005 8:36flM Orchard Sof tware C o r p o r a t 317- 573- 2633 P o . __

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21. Notices: All notices or other communications required hereunder shall be in writing and shall be delivered via traceable carrier. All notices or communications s h d be deemed effective upon notice of delivery. Orchard's address for notices is 701 Congressional Blvd Suite 360, Cannel, Indiana 46032.

22. Investment and Payment Terms: Total Investment in the Orchard Harvest LIS is $79,000.00. Payment terms are as follows: 25% of purchase price due with the signing of the Agreement, 25% of purchase price upon completion of the initial hardware and software installation, and 50% of purchase price upon acceptance of the System as agreed upon in this Agreement.

23. Time Essence: Time is of the essence in the payment and performance of this Agreement

24. Term: The term of this agreement shall begin June 1,2005 and on June 30,2006. Paragraphs 8,9,10, 12,13,16, and 18 shall survive termination of this agreement.

25. Early Termination: Either party hereto may terminate this agreement at any time by giving 30 day written notice to the other p q . Paragraphs 8,9,10,12,13, 16, and 18 sh&-silrtTi.te termination of this agreement.

This Agreement contains all of the agreements and understandings between the parties with respect to the subject matter hereof. No agreement or other undetstandmg in any way moc3lfvrnrr the terms hereof will be binding unless made in writing as a modification or amendment to this Agreement and executed by both parties.

By signing below, each representative represents that they have been authorized by their respective company to enter into this contractual Agreement.

Title 14s &- PC fl=l?R County of Santa Fruz Health Services

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85,'2'3/2'885 13: 4 5 HSFl ADMINISTRQTIDN + 913175732633

22. Notices: All notices or other cornmuniutiorrs requirrd hereunder shall be in Wnung and s h d be delivered via taceable &r. AU notices or communicatibns shall be deemed effective upon m t k e of delivexy Otrhard's address for notices is 701 coagtessional Blvd. Suite 360, -1, Indiana 46032.

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