HomeMy WebLinkAboutContract 44204 (2)ANCILLARY PROVIDER
HEALTH INFORMATION EXCHANGE SERVICES
PORTAL AGREEMENT
CITY SECRV14R1f CONTRACT NO. <<U_eieta
This Health Care Provider Health Information Exchange Services/Portal Agreement (this "Agreement") is
made and effective as of March a, 201&("Effective Date"), by and between the City of Fort Worth,
with its principal place of business located at 1000 Throckmorton Street, Fort Worth, Texas 76102
("Provider") and Sandlot, LLC, with its principal place of business located at 1701 River Run, Suite 205,
Fort Worth, Texas 76107 ("Sandlot"). In consideration of the premises and the mutual covenants,
agreements and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally hound hereby, the parties hereto agree as fellows:
1. Definitions.
(a) "Authorized Users" means Provider and Provider Personnel identified on Attachment A,
attached hereto, who are authorized under this Agreement to access the SandlotConnect Portal. A new list
will be provided to Sandlot on a monthly basis in order to reflect current authorized Fort Worth Fire
Department (FWFD) users. FWFD authorized users will include any sworn personnel eligible to provide
emergency medical care under the guideline of the Emergency Physician's Advisory Board (EPAB).
(b) "PHI" or "Protected Health Information" means any individually identifiable health
information in any form, including information related to payment for health services, as defined in the
Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as set forth at 45 C.F.R. Parts
160 and 164.
(c) "Portal Services" means services identified in Section 2.1(d) to be provided by Sandlot
through the SandlotConnecr portal access.
(d) "Provider" is a party providing health care services, including any of the following:
physicians, nurse practitioners, physician assistants, audiologists, optometrists, physical therapists,
occupational therapists, chiropractors, psychologists, dentists, counselors, mental health practitioners,
neurophysiologists, podiatrists, physical therapists, hospitals, and governmental entities providing health
care services including Texas certified EMT or Paramedic firefighters.
(e) "Provider Personnel" means personnel employed by or under contract with Provider
including physicians, nurses, practitioners, physical therapists, office managers, secretaries, or other
administrative staff.
(f) "Services" means the Portal Services and related services identified in Section 2.1(d) of
this Agreement.
2. Sandlot's Services and Obligations.
2.1 License and Services.
(a) Subject to the terms and conditions set forth in this Agreement, Sandlot hereby grants to
Provider a non-exclusive license for Provider and its Authorized Users to use the Sandlot Health
Information Exchange (as defined below) via the SandlotConnect® portal access provided by Sandlot
during the term of this Agreement.
(b) For purposes of this Agreement the term "Sandlot Health Information Exchange" or
SandlotConnecr means the system built by Sandlot that provides the sharing of certain data contained in
multiple patient medical records and other health information electronically across organizations within a
region or community. The Sandlot Health Information Exchange provides the capability to electronically
move clinical information between disparate health care information systems while maintaining the
meaning of the information being exchanged. The goal of the Sandlot Health Information Exchange is to
facilitate access to and retrieval of clinical data to provide safer, timelier, efficient, effective, equitable and
patient -centered care. -
City of Fort Worth (FWFD)- Sandlot
Portal Services Agreement
Page 1 of 14
13 P03:38 IN
OFFICIAL RECORD .
CITY SECRETARY
FtWORTH,TX
(c) The individuals who are identified as Authorized Users will be able to use the Sandlot
Health Information Exchange on behalf of the Provider. Prior to any use of the Sandlot Health Information
Exchange by the Authorized Users, Provider shall identify the Authorized users on Schedule 1 to
Attachment A and shall provide to Sandlot such other information of the Authorized Users as Sandlot may
require from time to time as reasonably necessary to verify qualifications related to the use of
SandlotConnect.
(d) Sandlot shall provide the Authorized Users results viewing read only services via portal
access (the "Portal Services"). However the parties may, upon mutual agreement, amend this provision to
give Provider the option to upload and transfer data through the SandlotConnect portal The Portal
Services and the provision of all other additional services by Sandlot pursuant to this Agreement are
collectively, the "Services." Each obligation set forth in this Agreement for either party with respect to any
Services shall apply only to the extent that such Services are provided.
(e) Provider's account shall be temporarily disabled when the Provider's account is inactive
and Authorized Users have ceased using the Services for a period of thirty (30) consecutive days. Sandlot
will provide FWFD fifteen (15) calendar day written notice prior to disabling the account. This provision
will be waived for during the FWFD trial period.
2.2 Restricted Access to Sandlot Health Information Exchange. Sandlot shall use
commercially reasonable efforts to limit access to the Sandlot Health Information Exchange by all other
participants in the Sandlot Health Information Exchange as required by state and federal laws. Specifically
Sandlot shall use commercially reasonable efforts to (i) only allow Authorized Users to request access to
and to access the Sandlot Health Information Exchange; (ii) have in place administrative and security
safeguards to prevent the unauthorized access of the Sandlot Health Information Exchange as required by
all state and federal laws and regulations; (iii) notify Provider if Sandlot receives a subpoena, request for
production, notice of deposition or any other legal process for a copy of PHI; and (iv) notify Provider
immediately if the SandlotConnect has been accessed by an unauthorized user or if SandlotConnect has
been or is believed to have been compromised.
3. Provider Obligations.
(a) In exchange for the Services provided by Sandlot under this Agreement, Provider agrees
to work together with Sandlot in good -faith to improve the Sandlot Health Information Exchange. Without
limiting the generality of the foregoing, Provider hereby agrees to:
(i) Cooperate in good -faith with Sandlot in the internal training and process
integration applicable of Sandlot Health Information Exchange, including without limitation,
committing adequate staff time for the successful completion of the same,
(ii) Use an existing or comparable internet connection;
(iii) In the event that any installation, maintenance, training or other services are
required at Provider's offices or site ("On Site Services"), Provider will provide Sandlot or any
third party acting on Sandlot's behalf in connection with the On Site Services adequate access to
Provider's offices or site subject to the provisions of a separate Access Agreement attached hereto
as Attachment D, and incorporated into this Agreement;
(iv) Be responsible for the payment for any costs incurred by Provider to access or in
accessing the Services to the extent that such costs are not paid for or waived by Sandlot pursuant
to this Agreement;
(b) As a fundamental element of the basis of this Agreement, Provider hereby represents and
warrants that (i) the Authorized Users will use the Sandlot Health Information Exchange to access PHI in
accordance with all applicable federal and state laws and regulations and for only the patients with whom
an Authorized User has an emergency medical relationship created in the course of treatment by Provider's
first responders and only as is necessary in connection with the treatment of such patients; (ii) the
City of Fort Worth (FWFD)- Sandlot
Portal Services Agreement
Page 2 of 14
Authorized Users will not attempt to, or assist any third person or entity in attempting to, reverse engineer,
decompile, or otherwise access the Sandlot Health Information Exchange except as expressly permitted in
this .Agreement; and (iii) Authorized Users will limit requests for PHI or access to PHI disclosed from
another participating physician or health care provider through the Sandlot Health Information Exchange to
requests or access to PHI for only those purposes for which the disclosing participant physician or provider
is permitted to disclose the PHI to Sandlot under applicable law. Any breach or attempted breach of this
representation and warranty shall be deemed to be a material breach of this Agreement.
(c) The term of this Agreement shall be set forth in Attachment A. The first year of the term
shall be the Waiver Period (as defined in Schedule 2 attached hereto). During the Waiver Period, Provider
hereby grants to Sandlot an exclusive right and privilege to provide the Services of this Agreement.
Provider agrees that, during the Waiver Period, it will not contract for or otherwise obtain any services of
the same or similar nature as the Services specified herein from any person or entity other than Sandlot,
without the prior approval of Sandlot. In addition to the foregoing rights granted to Sandlot during the
Waiver Period, for any renewal period in which Sandlot agrees to waive all fees, Provider hereby grants to
Sandlot an exclusive right and privilege to provide the Services of this Agreement, and Provider further
agrees that it will not contract for or otherwise obtain any services of the same or similar nature as the
Services specified herein from any person or entity other than Sandlot, with the prior approval of Sandlot.
(d) Provider hereby further grants to Sandlot a limited, world-wide, royalty -free, non-
exclusive license to use Provider's name in connection with the marketing and sale of the Services to third
parties. Sandlot shall have the right to use Provider's Logo and/or registered service marks ("marks") only
upon express separate written consent of Provider. Sandlot agrees not to use Provider's marks in any
derogatory or demeaning manner. This license and any authorized use of Provider's marks shall
immediately terminate upon the termination of this Agreement.
(e) Sandlot reserves the right to monitor, track and otherwise audit the Authorized Users'
use of the Services (including without limitation, the Sandlot Health Information Exchange) for the purpose
of ensuring that Authorized Users are using the Services as contemplated in this Agreement and in
accordance with the use restrictions set forth herein, including without limitation, those obligations and use
restrictions set forth in Section 3(b). Subject to Provider's security regulations, such audit rights include,
without limitation, the right to audit Provider's physical location and computers if necessary, provided that
at least thirty (30) calendar days prior notice is provided and provided further that such audit does not
interfere with the normal business activities of Provider or any patient care being provided by Provider In
the event that Sandlot reasonably believes that Provider has violated its obligations or the use restrictions
set forth in Section 3(b) or that Authorized Users' use of the Services is otherwise in violation of this
Agreement, Sandlot will provide Provider with written notification of such alleged violation, and Provider
shall have fifteen (30) calendar days to provide written evidence refuting such allegation. Without limiting
any other right that Sandlot may have pursuant to this Agreement, at law, or in equity, in the event that
Provider does not respond to such allegation or in the event that Sandlot still reasonably believes after
receipt of Provider's response that any Provider or Provider Personnel has violated Provider s obligations
set forth in Section 3(b) or that Authorized Users' use of the Services is otherwise in violation of this
Agreement, Sandlot shall have the right to suspend, without penalty of any kind, the provision of the
Services (including without limitation, access to the Sandlot Health Information Exchange) until further
investigation of such claim is completed and until such matter is resolved to Sandlot's reasonable
satisfaction.
4. Fees. The fees for the Services provided by Sandlot under this Agreement are identified on
Attachment A. Any fees not identified in Attachment A will be the responsibility of the Sandlot.
5. Proprietary Information, Medical Records and Other Confidential Information.
(a) Provider acknowledges and agrees that the Sandlot Health Information Exchange is and
shall remain the sole and exclusive property of Sandlot and that Provider has no ownership rights in the
Sandlot Health Information Exchange and by entering into this agreement or using the Services, shall
obtain no rights in or to the Sandlot Health Information Exchange or any intellectual property used by
Sandlot in providing the Services under this Agreement.
(b) Provider acknowledges that any medical records accessed by Provider and/or its
City of Fort Worth (FWFQ)- Sandlot
Portal Services Agreement
Page 3 of 14
Authorized Users through the Portal Services remain the sole and exclusive property of the party providing
them to the Sandlot Health Information Exchange.
(c) "Confidential Information" shall mean all written or oral information, disclosed by one
party ("Disclosing Party") to the other party ("Receiving Party"), related to the technology intellectual
property assets, financial or business plans and affairs, financial statements, internal management tools and
systems, operations, or business plans of the Disclosing Party of a third party that has been identified as
confidential or that by the nature of the information or the circumstances surrounding disclosure should
reasonably be treated as confidential provided such information is visibly marked as confidential or
proprietary information upon delivery, or for verbal information, provided the Disclosing Party identifies
the information as confidential at the time disclosed and provides a written summary of such information to
the Receiving Party within fifteen (30) days of such verbal disclosure. Confidential information shall not
include any information which (i) is proven by written evidence to have been in the Receiving Party's
possession prior to disclosure by the other party; (ii) is received without any obligation of confidentiality by
the Receiving Party from a third party having the right to disclose such information without any obligation
of confidentiality; (iii) is or hereafter becomes public knowledge through no act or fault of the Receiving
Party; (iv) is proven by written evidence to have been independently developed by the Receiving Party
without access to the Confidential Information of the Disclosing Party; or (v) is required to be disclosed by
applicable law, rule, regulation or court order. The terms and conditions of this Agreement shall not be
considered Sandlot's Confidential Information.
(d) The Receiving Party may not directly or indirectly disclose, divulge, publish,
disseminate, use, reproduce, copy, or create derivative works of or permit access to any Confidential
Information of the other party, and may not have or permit any other person or entity to do so, except in
connection with the Services and as otherwise authorized under this Agreement. Each party shall use the
same efforts and precautions as it uses for its own Confidential Information, but no less than commercially
reasonable efforts to prevent any disclosure, treatment or use of the other patty's Confidential Information
in violation of this Section 5. All Confidential Information of a party shall remain the property of such
party or a designee of such party, and nothing in this Agreement shall constitute, or be interpreted to
constitute, any transfer of ownership of any right, title or interest in such Confidential Information. Upon
request, the Receiving Party shall return the Confidential Information of the Disclosing Party. The
confidentiality obligations set forth in this Section 5(d) shall survive the expiration, termination,
completion or cancellation of this Agreement for any reason.
6. Protected Health Information
(a) Sandlot shall use commercially reasonable efforts to ensure that each third party with
whom it enters into an agreement with respect to the Services agrees to and is bound by confidentiality
obligations materially no less stringent than those set forth in the Business Associate Agreement attached
hereto as Attachment B.
(b) Notwithstanding anything to the contrary in this Agreement, without further consent from
Provider, Sandlot shall have the right to (i) collect and use statistical, aggregate, and de -identified PHI
("Statistical Data") in connection with testing and validating the operational performance of the Sandlot
Health Information Exchange and attempting to improve the Services, and (ii) provide trusted third parties
who are involved in the provision of the Services ( `Third Party Providers') and their respective service
partners and affiliates (together with the Third Party Providers, collectively, the "Trusted Third Parties")
the Statistical Data or otherwise permit such Trusted Third Parties to collect and use the Statistical Data, in
each case for the sole purposes of testing and validating the operational performance of the Sandlot Health
Information Exchange attempting to improve the Services or the services of such Trusted Third Parties, or
attempting to improve the services provided to Sandlot or to the Third Party Provider, and (iii) use and
protect PHI as addressed in the "Business Associate Agreement,' attached hereto as Attachment B.
(c) Sandlot will take commercially reasonable measures to enforce all of the obligations of
any Third Party Providers referenced in this Section 6 to the greatest extent permitted under applicable law;
provided however, in no event shall Sandlot be liable for or responsible in any way for any other Third
Party Provider's (i) unauthorized use or disclosure of the PHI or Statistical Data, (ii) unauthorized use or
disclosure of the Confidential Information of Provider or any of the other parties, or (iii) violation of
HIPAA, including without limitation, any failure to comply with the obligations required for PHI.
City of Fort Worth (FWFD)- Sandlot
Portal Services Agreement
Page 4 of 14
(d) The parties acknowledge that state and federal laws relating to the confidentiality of
individually identifiable health information require covered entities to comply with the privacy and security
standards adopted by the United States Department of Health and Human Services, as they may be
amended from time to time Accordingly, the parties hereto agree to the terms of the Business Associate
Agreement set forth in Attachment B.
7. Disclaimer of Warranties Sandlot shall use commercially reasonable efforts to enforce any
warranties provided by any third party with respect to the Services. Notwithstanding the foregoing or
anything to the contrary in this Agreement, the Services are provided on an "AS IS' BASIS WITH ALL
FAULTS INCLUDING WITHOUT LIMITATION, BUGS, DEFECTS, ERRORS, VIRUSES AND THE
LIKE. REGARDLESS OF ANY COURSE OF DEALING PROMOTIONAL LITERATURE OR
OTHER ACTIONS APPARENTLY CREATING A WARRANTY, GUARANTEE OR COVENANT,
SANDLOT MAKES NO WARRANTIES, GUARANTEES, OR COVENANTS OF ANY KIND,
EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, OR ANY WARRANTY REGARDING THE FUNCTIONAL
CHARACTERISTICS OR PERFORMANCE OF THE SERVICES OR THE PROFITABILITY OR
OTHER BENEFITS TO BE OBTAINED BY PROVIDER FROM THE USE OF THE SERVICES.
8. LIMITATION OF LIABLITY / INSURANCE. WITH THE EXCEPTION OF SANDLOT'S
GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, TO THE MAXIMUM EXTENT
PERMITTED UNDER APPLICABLE LAW, SANDLOT SHALL NOT BE LIABLE TO PROVIDER OR
THE AUTHORIZED USERS, AND PROVIDER COVENANTS THAT IT WILL NOT ASSERT A
CLAIM AGAINST SANDLOT, FOR CLAIMS RELATED TO THIS AGREEMENT UNDER ANY
LEGAL THEORY, WHETHER IN AN ACTION ARISING IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), LAW, EQUITY, STRICT LIABILITY OR OTHERWISE, FOR (i) ANY LOSS OF USE,
LOSS OF PROFIT, LOSS OR INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND EVEN IF SANDLOT
HAD BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH
DAMAGES OR (ii) DAMAGES RELATED TO OR ARISING OUT OF THIS AGREEMENT IN AN
AMOUNT THAT EXCEEDS THE LEVELS OF INSURANCE COVERAGE AS REQUIRED UNDER
THIS AGREEMENT AS SET FORTH IN A 1"1 ACHMENT E, AND INCORPORATED HEREIN. THIS
SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
9. Basis of Bargain. The parties hereby acknowledge and agree that the warranty disclaimers and
limitation of liabihty provisions set forth above have been negotiated and are fundamental elements of the
basis of this Agreement, and Sandlot would not be able to provide the services described herein at the fee
and on the other terms and conditions currently offered without such limitations. The parties further agree
that such provisions will inure to the benefit of the other party's successors and permitted assigns.
10. Term and Termination.
(a) The term of this Agreement shall commence as of the Effective Date and shall continue
for the term identified in Attachment A, or until earlier terminated in accordance with the provisions of this
Section 10.
(b) This Agreement shall automatically terminate when Provider's account is inactive and
Authorized Users have ceased using the Services for a period of ninety (90) consecutive days.
(c) Either party may terminate this Agreement for cause upon written notice to the other
party in the event that the other party breaches any of its obligations set forth in this Agreement and
subsequently fails to cure such breach within thirty (30) days after receipt of written notice setting forth
such breach. Without limiting the foregoing, Sandlot may terminate this Agreement for cause immediately
upon written notice to Provider in the event that Provider breaches any of its obligations or the use
restrictions set forth in Section 3(b). For purposes of this Section 10 any breach by any member of
Provider Personnel or any of Provider's Authorized Users shall be deemed to be a breach of this Agreement
by Provider.
City of Fort Worth (FWFD)— Sandlot
Portal Services Agreement
Page 5 of 14
(d) Sandlot may also terminate this Agreement without cause upon thirty (30) days written
notice in the event that any agreement between Sandlot and a third -party service provider and/or licensor,
whose software and/or services is material or necessary for the continuation of Sandlot's services, including
without limitation SandlotConnect®, is terminated for any reason. After the Waiver Period, Provider may
terminate this Agreement without cause upon thirty (30) days written notice in the event that any agreement
between Sandlot and any third -party service provider and/or representative or licensor whose software
and/or services is material or necessary for the continuation of Sandlot's services, including without
limitation SandlotConnect®, is terminated for any reason..
(e) Either party may terminate this Agreement upon prior written notice to the other, if the
other party becomes insolvent, is unable to pay its debts, makes a general assignment for the benefit of
creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its
business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, whether
domestic or foreign, or has wound up or liquidated, voluntarily or otherwise. In the event that any of the
above events occurs, that party shall timely notify the other party of its occurrence.
(f)
Upon expiration or termination of this Agreement for any reason,
(i) Provider and Authorized Users shall be denied access to the Portal;
(ii) all license rights granted under this Agreement and all other Services provided
under this Agreement shall terminate immediately (including without limitation, the right and
license to use the Sandlot Health Information Exchange); and
(iii) Receiving Party shall return the Confidential Information of the Disclosing
Party;
(iv) payments for the Services rendered through the date of termination shall be due
within thirty (30) days of the termination date.
(g) After the Waiver Period, Provider may terminate this Agreement foi any reason, with or
without cause, upon thirty (30) days written notice to Sandlot. Provider shall incur no penalty or additional
costs for such termination under this section.
(h) Notwithstanding anything herein to the contrary, if Provider's grant application to the North
Texas Specialty Physicians ("NTSP") Charitable Fund to purchase the hardware necessary to perform its
obligations under this Agreement is not approved for any reason, this Agreement shall automatically
terminate.
11. Indemnification.
(a) Sandlot hereby agrees to indemnify, defend and hold harmless Provider and Provider's
affiliates, the assignees of each, and their directors officers, agents, and employees from and against all
claims, demands, causes of actions, losses, fines, damages, penalties, settlements, judgments, and other
costs and expenses, including, but not limited to, attorneys fees and court costs, and other liabilities
(collectively, ` Liabilities") arising from, in connection with, based upon, or relating to the failure by
Sandlot to comply with any of its obligations set forth in this Agreement.
(b) Provider hereby agrees to release Sandlot and Sandlot's divisions, subsidiaries, parent,
and affiliates, the assignees of each, and their directors, officers, agents, and employees from all Liabilities
arising from in connection with, based upon, or relating to the failure by any member or individual of the
Authorized Users to comply with any of the terms or conditions set forth in this Agreement, including
without limitation, any terms and conditions related to the Sandlot Health Information Exchange.
(c) Each party s obligations under this Section 11 will survive the expiration, termination,
completion, or cancellation of this Agreement for any reason.
(d) THE FOREGOING INDEMNIFICATION OBLIGATIONS APPLY WITHOUT
REGARD TO THE ACTUAL OR ALLEGED FAULT, NEGLIGENCE, OR RESPONSIBILITY OF
City of Fort Worth (FWFD)— Sandlot
Portal Services Agreement
Page 6 of 14
ANY PARTY; PROVIDED, HOWEVER, IN THE EVENT THAT ANY INDEMNIFIED PARTY IS
FOUND TO BE IN FACT AT FAULT, NEGLIGENT, OR OTHERWISE RESPONSIBLE FOR
THE DAMAGES BY A FINDER OF FACT IN A FINAL ADJUDICATION OR
DETERMINATION IN A COURT OF COMPETENT JURISDICTION, ARBITRATION OR
OTHER LAWFUL PROCEEDING OR BY MUTUAL AGREEMENT IN WRITING
("INDEMNIFIED PARTY -CAUSED CLAIM"), THEN THE INDEMNIFIED PARTY SHALL
REIMBURSE INDEMNIFYING PARTY FOR ANY DAMAGES AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES) ACTUALLY INCURRED AND PAID BY THE
INDEMNIFYING PARTY ON BEHALF OF THE INDEMNIFIED PARTY IN CONNECTION
WITH THE INDEMNIFIED PARTY -CAUSED CLAIM BEFORE SUCH FINAL ADJUDICATION
OR DETERMINATION.
12. Miscellaneous.
(a) Independent Contractor. Provider and Sandlot are and at all times shall be and remain
independent contractors as to each other. At no time shall either party be deemed to be the agent or
employee of the other party, and no Joint venture, partnership, agency or other similar relationship shall be
created or implied by virtue of this Agreement.
(b) Severabilitv. If any portion of this Agreement is determined to be or becomes
unenforceable or illegal, (i) such portion shall be deemed eliminated and the remainder of this Agreement
shall remain in effect in accordance with its terms as modified by such deletion, and (ii) such unenforceable
or illegal portion shall be amended in order to effect, to the maximum extent allowable by law, the original
intent of such provision.
(c) Notices. Any notice or reports required or permitted to be given under this Agreement
must be given in writing and must be delivered by personal delivery, facsimile transmission or by certified
mail, postage prepaid, return receipt requested and will be deemed given upon personal delivery, five (5)
days after deposit in the mail, or upon acknowledgment of receipt of facsimile transmission to the address
to the principal executive officer of the party set forth below or such other address is given that notices are
to be sent. Either party may change its address for notice by providing notice of such address change in
accordance with this Section 12(c).
Provider
Charles W. Daniels
Assistant City Manager
1000 Throckmorton Street
Fort Worth, Texas 76102
With a copy to:
City Attorney
At same address
Sandlot, LLC
Karen Van Wagner, Ph.D.
Sandlot LLC
1701 River Run, Suite 200
Fort Worth, TX 76107
With a copy to:
Steve Norns
Thompson & Knight, LLP
801 Cherry Street Unit #1
Burnett Plaza, Suite 1600
Fort Worth, TX 76102-6881
(d) Interpretation. The section and subsection headings in this Agreement are solely for
convenience and shall not be considered in its interpretation. Pronouns in masculine, feminine and neutral
gender shall be construed to include any other gender.
(e) Waiver, Non -Exclusive Remedies. No waiver by either party of any term or condition of
this Agreement or any breach thereof, in any one or more instances, shall be deemed or construed to be a
waiver of such term or condition or any subsequent breach thereof. Whether or not the same is indicated
City of Fort Worth (FWFD)- Sandlot
Portal Services Agreement
Page 7 of 14
elsewhere in the Agreement in relation to any provision, no right or remedy granted by any provision of the
Agreement is intended to be exclusive of any other right or remedy provided in the Agreement or otherwise
unless expressly so set forth, and each and every right and remedy shall be cumulative and shall be in
addition to every other right remedy provided in the Agreement, at law, in equity, or otherwise, and the
election of any one right or remedy shall not constitute a waiver of any right to pursue other rights or
remedies under this Agreement, at law, in equity, or otherwise.
(f) Choice of Law and Forum. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Texas without reference to conflicts of laws rules
that would require application of another substantive law. All disputes arising out of or relating to this
Agreement that cannot be resolved through good -faith discussions between the parties may only be brought
in the state or federal courts located in Tarrant County, Texas, and the parties hereby agree and submit to
the personal and exclusive jurisdiction and venue of these courts.
(g) Entire Agreement; Amendment; Survival. The applicable terms and conditions of each
other writing or agreement referred to herein or delivered pursuant hereto are hereby incorporated herein as
if fully rewritten in this Agreement. This Agreement, including such other applicable terms and conditions,
contain the entire integrated agreement between the parties with respect to the subject matter hereof, and
supersedes all prior negotiations, representations or agreements, whether written or oral, with respect
thereto. Except as otherwise provided herein, only a written instrument signed by an authorized
representative of each party may amend this Agreement. The provisions of this Agreement that, by their
nature, survive the expiration or earlier termination of this Agreement, shall continue and remain in full
force after the expiration or earlier termination of this Agreement
(h) Injunctive Relief. Provider acknowledges and agrees that Sandlot will suffer irreparable
damage in the event of a breach by Provider of the terms of Sections 2 or 3 of this Agreement, and Sandlot
will be entitled to injunctive relief (without the necessity of posting a bond) in the event of any such breach.
Provider and Sandlot acknowledge and agree that the owner of the Confidential Information will suffer
irreparable damages in the event of the breach of Section 5 or 6 of this Agreement by the other party, and
the owner of the Confidential Information will be entitled to injunctive relief (without the necessity of
posting a bond) in the event of any such breach.
(i) Assignability. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Provider may not assign, transfer, or
delegate, in whole or in part (including without limitation, by in connection with the sale of any
membership interests or stock, a merger, or otherwise by operation of law) this Agreement or any of its
rights or obligations hereunder to any person without the prior written consent of Sandlot. Provider's
attempt to assign, transfer, or delegate this Agreement or any rights or obligations hereunder that is not
made in accordance with this provision shall be void and without effect. Upon thirty (30) days written
notice, Sandlot may assign, transfer, or delegate its rights under this Agreement without the prior consent of
Provider to an affiliate or entity that acquires a majority interest in Sandlot or its assets. Any attempt to
assign, transfer or delegate this Agreement or any rights or obligations hereunder by Provider that is not
made in accordance with this provision shall be void and without effect.
(j) Independent Counsel. Each party acknowledges that, in executing this Agreement, it has
had the opportunity to read and understand all of the terms and provisions of this Agreement and each of
the other writings and agreements referred to herein or delivered pursuant hereto and seek the advice of
independent legal counsel with respect thereto. Each party further hereby represents that either it has
sought independent legal counsel or has elected freely not to do so.
IN WITNESS WHEREOF, the parties hereto hereby enter into this Agreement as of the Effective Date.
SANDLOT, LLC
By: ise
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City of Fort Worth (FWFD)— Sandlot
Portal Services Agreement
Page 8 of 14
CITY OF FORT WORTH:
By:
Nam . harles W. Daniels
Title: Assistant City Manager
OFFICIAL RECO;11)
CITY SECRETARY
F7: WORTHS TX ';
Date:
ATTEST:
By:
Name:
Title:
City of .Fort Worn CFW Portal Services Agree)-- Sandlot
Page 9 of 14 went
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Attachment A
Specific Terms and Conditions
All capitalized terms used in this Attachment A shall have the meaning provided in the Agreement unless
otherwise defined in this Attachment.
1. Authorized Users. Provider may permit up to ten (10) Authorized Users to use the Portal
Services:
Provider s initial list of the Authorized Users of the Portal Services is set forth on Schedule 1
attached hereto.
2. Amendments.
a. The number of Authorized Users set forth in this Attachment A may be modified from
time to time upon mutual written agreement by the parties.
b. Provider may also modify the list of Authorized Users at any time by making
substitutions in the individuals identified (while keeping the number of Authorized Users
below the maximum agreed upon) and shall notify Sandlot monthly or as soon as
practically possible in writing in the event of any urgent modification of its list of
Authorized Users Schedule 1 shall be deemed amended upon Sandlot's receipt of
written notice of such modification on a continual basis for the life of this agreement
3. Term. The term of the Agreement shall commence on the Effective Date and shall continue for a
period of one (1) year from the Effective Date. The parties shall have the option to renew the Agreement
for two additional consecutive terms of one year each upon mutual agreement (each a "renewal period),
provided that all fees are waived.
4. Fees.
a. See the fee schedule on Schedule 2 to this Attachment.
b. The fees set forth in Schedule 2 to this Attachment may not be increased prior to end of
the Waiver Period, without the prior written consent of Provider unless the fees charged by any of
the service providers for SandlotConnect® increase, and then only to the extent that such fees have
actually increased. Payment of fees are subject to the approval by Provider's City Council.
Thereafter, Sandlot reserves the right to change any of the applicable fees based on the results of
its good -faith negotiations with its service providers for SandlotConnect® and other Services
provided under this Agreement. Sandlot will provide written notice of any change in fees at least
thirty (30) days prior to the effective date of such change.
City of Fort Worth (FWFll)— Sandlot
Portal Services Agreement
Page 10 of 14
Schedule 1
List of Authorized Users
This list will be updated and forwarded to Sandlot on a monthly basis.
Authorized User's Name
1.
2.
3.
4.
5.
6
7.
8.
9
10,
11,
12.
13,
14.
15.
16,
17.
18.
Provider name:
By:
Printed name.
Title:
Fax Number Email Address Title/position
Date provided to Sandlot:
Schedule 2
Fee Schedule
All fees shall be waived for all terms of this Agreement.
Attachment B
Business Associate Agreement
Not Applicable During Trial Phase
Provider Name:
Contact Name:
Address:
ITEM
ONE-TIME COSTS:
Health Information Exchange portal
training
TOTAL ONE-TIME COSTS
ANNUAL COSTS:
Health Information Exchange
TOTAL ANNUAL COSTS:
TOTAL MONTHLY COSTS:
* Fees incurred after waived period
Attachment C
Products and Services Invoice
City of Fort Worth Fire Department
[insert information]
1000 Throckmorton Street, Fort Worth, Texas 76102
LIST PRICE
$125.00
$1,200.00
$10.00
DISCOUNT
PRICE
$125.00
$1, 200.00
$10.00
# of EXTENDED
PROVIDERS PRICE
10
10
10
Waived
Waived
Waived
Waived*
Waived*
Attachment D
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