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HomeMy WebLinkAboutBack-Up DocumentsAGREEMENT FOR THE PROVISION OF OCCUPATIONAL HEALTH CARE SERVICES BY AND BETWEEN THE PUBLIC HEALTH TRUST OF MIAMI-DADE COUNTY AND THE CITY OF MIAMI THIS AGREEMENT FOR THE PROVISION OF OCCUPATIONAL HEALTH CARE SERVICES ("Agreement") is entered as of the day of , 2022, by and between the PUBLIC HEALTH TRUST OF MIAMI-DADE COUNTY, an agency and instrumentality of Miami -Dade County, which operates, governs and maintains Jackson Memorial Hospital and other designated facilities, within a healthcare system known as Jackson Health System (the "Trust"), and the CITY OF MIAMI, a municipal corporation organized under the laws of the State of Florida, ("City"). The Trust and the City shall be collectively referred to herein as the "Parties." WITNESSETH: WHEREAS, Section 163.01(4), Fla. Stat., of the Florida Interlocal Cooperation Act of 1969, provides that " A public agency of this state may exercise jointly with any other public agency of the state, of any other state, or of the United States Government any power, privilege, or authority which such agencies share in common and which each might exercise separately"; and WHEREAS, this Agreement will serve as a contract with the Trust to assist the City in providing occupational medicine and wellness services to all of the sworn and non -sworn members of the City of Miami Department of Fire -Rescue; and WHEREAS, the occupational and wellness health of the sworn and non -sworn members of the City of Miami Department of Fire -Rescue is of upmost importance; and WHEREAS, the Trust and the City agree to act in a spirit of mutual cooperation and good faith in the implementation of the Agreement; and WHEREAS, pursuant to Section 18-112 of the Code of the City of Miami, Florida, as amended, and subject to City Commission approval, the City is exempt from all competitive bidding procedures when it enters into an agreement with another governmental agencies or state funded institutions; and WHEREAS, the Parties have negotiated this Agreement in good faith and agree to be bound in accordance with its terms and conditions; NOW THEREFORE, in consideration of the mutual obligations expressed herein, and for other good and valuable consideration, the City and the Trust enter into this Agreement and agree as follows: 1. Recitals and Incorporations: The foregoing recitals are true and correct and hereby incorporated into and made a part of this Agreement. Term: This Agreement shall become effective on the date it is entered into as stipulated above in the first paragraph of this Agreement, which is the effective date and shall continue through three (3) years following the effective date. The City and the Trust may extend the Agreement for an additional two (2) year period upon mutual agreement which shall be evidenced by an amendment to this Agreement, provided the same shall be executed by the Parties prior to the expiration of the initial term of the Agreement. 1 3. Scope of Services: The City retains the Trust to assist the Department of Fire Rescue, and to perform the health care services set forth on Attachment "A" attached hereto and made a part hereof ("Services") and such other related tasks the Trust determines is necessary to fully perform and complete the Services. Notwithstanding the foregoing, the Parties agree that the Services set forth in Attachment "A" can only be modified upon mutual consent of the Parties, exemplified as an amendment to this Agreement. The Trust represents to the City that the Trust is and shall at all times during the term of this Agreement remain, fully qualified, competent, and capable to perform the Services under this Agreement. 4. Fees: The City shall compensate the Trust for services rendered under this Agreement in accordance with Attachment A. 5. Insurance: The City and the Trust acknowledge that they each operate a self -insured program in accordance and subject to the limitations and provisions of Section 768.28 of the Florida Statutes. The Trust will issue a standard letter or certification of self- insurance in a form reasonably acceptable to the City Risk Management Director. 6. Indemnification: The City and the Trust acknowledges mutual indemnity subject to the limitations, conditions, and restrictions and contained in Section 768.28 of the Florida Statutes for their own respective negligence but for no other act or omission. 7 Termination: A. Notwithstanding any other provision to the contrary, this Agreement may be terminated without cause at any time by either party upon thirty (30) days' prior written notice to the other party. In the event of termination, the Trust will be compensated for actual Services rendered up to and including date of termination. B. In the event of a material breach of this Agreement, the aggrieved party may terminate this Agreement by giving thirty (30) days prior written notice of termination to the breaching party. If the breach is not cured, the Agreement shall terminate at the end of the thirty -day period. 8. Compliance with Federal, State, and Local Laws: The City and the Trust are both governmental entities. As such, the City and the Trust understand that contracts between private entities, or state agencies or public agencies and local governments are subject to certain laws and regulations, including laws pertaining to open public meetings, public records, conflicts of interest, ethics procurement procedures, approved funding and budgetary allocation, and record keeping, and the City and the Trust agree to comply with and to observe all applicable laws, codes and ordinances as they may be amended from time to time. 9. Public Records: A. The City and the Trust understand that the public shall have access, at all reasonable times, to all documents and information pertaining to this Agreement, subject to the provisions of Chapter 119, Florida Statutes, and agree to allow access by the other party and the public to all documents subject to disclosure under applicable laws. A party's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the other party. 2 B. Each party shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keeping and maintaining public records that ordinarily and necessarily would be required by the Parties regarding the performance of the Services; (2) provide the public with access to public records on the same terms and conditions as the City or the Trust, as the case may be, would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the other party all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records to the other party in a format compatible with the other party's information technology systems. C. Should one of the Parties hereto determine to dispute any public access provision required by Florida Statutes, then that party shall do so at its own expense and at no cost to the other party. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1830, Via email at PublicRecordsgmiamigov.com, or regular email at City of Miami Office of the City Attorney, 444 SW 2nd Avenue, 9th FL, Miami, FL 33130. 10. Survival: The Parties acknowledge that any of the obligations in this Agreement that are intended to survive this Agreement will survive the term, termination and cancellation hereof. Accordingly, those respective obligations of the Trust and the City under this Agreement shall survive termination, cancellation or expiration hereof. 11. Notices. All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given herein provided. Notice shall be deemed given on the day on which personally delivered; or if by U.S. Mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. To the Trust: Public Health Trust 1611 N.W. 12th Avenue Miami, Florida 33136-1096 Attn: Carlos Migoya Chief Executive Officer With Copies To: Public Health Trust 1611 N.W. 12th Avenue Miami, Florida 33136-1096 Attn: Caridad Nieves Senior Vice President Ambulatory & Physician Services 3 Miami -Dade County Attorney's Office 1611 N.W. 12th Avenue, Room 109 Miami, Florida 33136 To the City: Arthur Noriega V City Manager, City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 With Copies To: Department of Fire Rescue Attn.: Joseph Zahralban Fire Chief, City of Miami 1151 N.W. 7th Street, 3rd Floor Miami, Florida 33136 Procurement Department Attn.: Annie Perez, CPPO Director City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130 Office of the City Attorney Attn: Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 12. Miscellaneous. A. Entire Agreement; Modifications. Both Parties agree that this Agreement and Attachment(s) sets forth the entire agreement and understanding of the Parties and supersedes all prior and contemporaneous agreements, arrangements, or understandings relating to the subject matter hereof. There are no conditions or limitations to this undertaking except those stated therein. This Agreement may not be altered, changed or modified except by or with the written consent of the Trust. Any modifications to this Agreement must be evidenced in writing and signed by each of the Parties hereto. B. Representations or Warranties. The Parties represent that they have all necessary authority and approvals to enter into this Agreement and no further approval is necessary to validate the terms and conditions of this Agreement. No representations or warranties shall be binding upon either party unless expressed in writing herein. 4 C. Applicable Law; Venue. This Agreement shall be construed according to the law of the State of Florida applicable to contracts made and fully performed therein, without giving effect to its laws or rules relating to the conflict of laws. Venue for any litigation between the Parties regarding this Agreement shall lie only in state or federal courts located in Miami -Dade County, Florida. D. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all such counterparts together shall constitute but one and the same instrument. The Parties also agree that this Agreement shall be binding upon the faxing by each Party of a signed signature page thereof to the other Party. E. Waiver. Waiver by either party of a breach or failure to perform hereunder shall not constitute a waiver of any subsequent breach or failure. Neither party will be bound by any purported rescission or modification of this Agreement and shall not be deemed to have waived any provisions of this Agreement unless such rescission, modification or waiver is set forth in writing and signed by an authorized official of both Parties. F. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect. G. Paragraph Headings. The paragraph headings used in connection with this Agreement have been inserted for the convenience of the Parties only. They do not purport to and shall not be deemed to define, govern, limit, modify or in any manner, affect the scope, meaning or intent of the provisions to which they pertain. H. Drafting Party. This Agreement shall not be construed against the party preparing it but shall be construed as if all Parties hereto jointly prepared this Agreement. I. Error. Stenographic, clerical, or similar errors in this document are subject to correction. J. Time Of Essence. Time shall be deemed of the essence on the part of the CONTRACTOR in performing all of the terms and conditions of this AGREEMENT. K. Advertising. Neither party shall use the name of the other in any promotional or advertising material unless review and approval in writing of the intended use shall first be obtained from the party whose name is to be used. The TRUST may withhold such approval for any reason it determines to be in its best interest. Non -Discrimination. The Parties shall not discriminate against an employee, volunteer, or participant of the other Party on the basis of race, color, gender, pregnancy, marital status, familial status, sexual orientation, gender identity and/or expression, religion, ancestry, national origin, disability, or age. Additionally, the Parties shall demonstrate the standards, policies, and practices necessary to respect the worth of the individual and protects and 5 preserves the dignity of people of diverse cultures, classes, races, religions, sexual orientation, gender identity and/or expression and ethnic backgrounds. It is expressly understood that upon receipt of evidence of discrimination under any of these laws, Either Party shall have the right to terminate this Agreement if the other Party is found by the responsible enforcement agency or the courts to be in violation of these laws. M. Dispute Process. If possible, disputes shall first be resolved by informal discussion between the Parties. If, after informal discussions, the Parties have not resolved their disputes, the Parties shall attempt to resolve their disputes arising under this Agreement using the procedural options afforded by the Florida Governmental Conflict Resolution Act, Chapter 164, Florida Statutes, as amended. This shall be a condition precedent to any civil action between the Parties arising out of this Agreement and each Party shall be responsible for its own costs and attorneys' fees. N. Conflict of Interest. The City shall be familiar and comply with all conflict of interest legal requirements, to the extent they apply to the City, including the Miami -Dade County Conflict of Interest and Code of Ethics Ordinance, Section 2-11.1, Code of Miami -Dade County, as made applicable to the Public Health Trust by Section 25A- 3(c), Code of Miami -Dade County, and Florida's Code of Ethics for Public Officers, Chapter 112, Part III, Florida Statutes. The Public Health Trust will not contract or transact business with the City, and any contract with the City shall be void, if a conflict of interest under State or local laws occurs and neither an exemption nor opportunity to waive the conflict exists, or an opportunity to waive the conflict exists but the Public Health Trust does not waive it. If a conflict of interest is waivable, the Public Health Trust's Board of Trustees shall have the sole authority to waive the conflict. Copies of the ordinance are available on-line or may be furnished to the City upon request. O. Independent Private Sector Inspector General . Pursuant to the Code of Miami -Dade County, Resolution #R-516-96, and Miami -Dade County Administrative Order 3-20, and in connection with the award of this AGREEMENT, the Public Health Trust has the right to retain the services of an Independent Private Sector Inspector General ("IPSIG") whenever the Public Health Trust or County deems it appropriate to do so. Upon written notice from the Public Health Trust, the City shall make available, to the IPSIG retained by the Public Health Trust, all requested records and documentation pertaining to this AGREEMENT, for inspection and copying. The Public Health Trust will be responsible for the payment of these IPSIG services, and under no circumstance shall the fees for the Services under this AGREEMENT be inclusive of any charges relating to these IPSIG services. The terms of this provision herein shall, apply to the City, its officers, agents, employees and assignees. Nothing contained in this provision shall impair any independent right of the Public Health Trust to conduct, audit, or investigate the operations, activities and performance of the City in connection with this AGREEMENT. The terms of this provision are neither intended nor shall the City construe them to impose any liability on the TRUST. Miami -Dade County Inspector General Review. According to Section 2-1076 of the Code of Miami -Dade County, Miami -Dade County has established the Office of the Inspector General (IG) which may, on a random basis, perform audits, inspections, 6 and reviews of all County and Public Health Trust contracts. This random audit is separate and distinct from any other audit by the County. The City shall, in stating its agreed process, be mindful of this assessment, which will not be separately identified, calculated or adjusted in the City's Proposal. The audit cost shall also be included in all change orders and all contract renewals and extensions. The Miami -Dade Office of Inspector General is authorized to investigate County affairs and empowered to review past, present and proposed County and Public Health Trust programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor existing projects and programs. Monitoring of an existing project or program may include a report concerning whether the project is on time, within budget and in conformance with plans, specifications and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance, and procurement processes, including but not limited to project design, proposal specifications, proposal submittals, activities of the City, its officers, agents and employees, lobbyists, County and Public Health Trust staff and elected officials to ensure compliance with contract specifications and to detect fraud and corruption. Upon ten (10) days written notice to the City, the City shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General shall have the right to inspect and copy all documents and records in the City's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the AGREEMENT, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project -related correspondence, memoranda, instructions, financial documents, construction documents, Proposal and AGREEMENT documents, back- change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforementioned documents and records. The City shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (proposal preparation) and performance of this AGREEMENT, for examination, audit, or reproduction, until three (3) years after final payment under this AGREEMENT or for any longer period required by statute or by other clauses of this AGREEMENT. In addition: 1. If this AGREEMENT is completely or partially terminated, the City shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and 2. The City shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this AGREEMENT until such appeals, litigation, or claims are finally resolved. 7 The provisions in this section shall apply to the City, its officers, agents, employees, subcontractors and suppliers. The City shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the City in connection with the performance of this AGREEMENT. Nothing in this section shall impair any independent right to the County to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the County by the City or third parties. Exception: The above application of one quarter (I/4) of one percent fee assessment shall not apply to the following contracts: (a) IPSIG contracts; (b) contracts for legal services; (c) contracts for financial advisory services; (d) auditing contracts; (e) facility rentals and lease agreements; (f) concessions and other rental agreements; (g) insurance contracts; (h) revenue -generating contracts; (i) contracts where an IPSIG is assigned at the time the contract is approved by the TRUST; (j) professional service agreements under $1,000; (k) management agreements; (I) small purchase orders as defined in Miami -Dade County Administrative Order 3-38; (m) federal, state and local government - funded grants; and (n) interlocal agreements. Notwithstanding the foregoing, the TRUST may authorize the inclusion of the fee assessment of one -quarter (1/4) of one percent in any exempted contract at the time of award. Nothing contained above shall in any way limit the powers of the Inspector General to perform audits on all Public Health Trust contracts including, but not limited to, those contracts specifically exempted above. _a [Signature Page to Follow] 8 IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. TRUST: Public Health Trust of Miami -Dade County, an agency and instrumentality of Miami - Dade County, Florida By: Carlos A. Migoya, Chief Executive Officer Approved by the Miami -Dade County Approved for sufficiency as to insurance Attorney's Office as to form and legal and liability by the Director of Risk sufficiency: Management, Jackson Health System By: By: Assistant Miami -Dade County Attorney ATTEST: By: Todd B. Hannon, City Clerk CITY: CITY OF MIAMI, a municipal corporation organized under the laws of the State of Florida By: Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: Victoria Mendez City Attorney By: Ann -Marie Sharpe, Director Risk Management 9 Attachment "A" Scope of Services Below is a list of resources to be provided by the Trust throughout the term of this Agreement: 1. Staffing Medical Doctor, MD or DO 1.00 APRN 0.20 APRN-Cardiology 1.00 Office Coordinator PG 1.00 Medical Assistant 1.00 Medical Assistant 0.20 Receptionist 1.20 Navigator (Outpatient Specialist) 1.00 Ultrasound Tech 0.50 Echo Tech 0.50 Radiologic Technologist 0.50 2. Clinical/Business Systems. The Trust will provide IT hardware/software systems and Electronic Health Record (EHR) as part of this Agreement. In doing so, and to ensure IT security standards are consistent with other Jackson facilities, the IT hardware (server, routers, switches, PCs, printers, etc.) will be provided by the Trust. The City will be responsible for any and all improvements to the designated space. All non -IT related equipment and supplies (i.e. exam tables, diagnostic equipment, desks, chairs, etc.) necessary to perform the services within the Center and a Front Desk/Greeter. 3. Wellness Services. The Trust shall provide the following Wellness Services to the City, as further described below. The individual lab and diagnostic testing below is included in the Fee for Wellness Services and is required to be performed onsite or at a JHS Laboratory. a. Lab Tests. i. CBC ii. CMP (includes BMP & LFT) iii. Lipid Profile iv. Urinalysis v. Thyroid Panel with TSH vi. Hemoglobin A1C vii. PSA (Prostate Specific Antigen) viii. Heavy Metal Testing — Arsenic ix. Heavy Metal Testing - Lead x. Heavy Metal Testing —Mercury xi. Pap Smear xii. Free Forming Testosterone Level xiii. CA125 Cancer Antigen 125 xiv. Glucose (assume included in CMP above) xv. Hemoccult Screening Fecal Occult Blood Test (FOBT) 10 xvi. Hepatitis C - Estimate 25 members xvii. PPD ( Tuberculosis) xviii. Quantiferon (if prior history of positive PPD; replaces need for chest Xray) xix. TSH Thyroid Stimulating Hormone xx. Cholinesterase Plasma b. Ultrasonography: i. Carotid Doppler with an evaluation to include all abnormalities of the vessel. ii. Thyroid Ultrasound iii. Abdominal Ultrasound (bladder, gall bladder, kidney, liver, pancreas, and spleen) iv. Abdominal Ultrasound (Thoracic Aorta) v. Echocardiogram, including Aortic superior vi. Pelvic Ultrasound for Women (External, Ovaries, and Uterus) vii. Testicular Scrotal Ultrasound for Men viii. Prostate Ultrasound for Men c. Head to Toe Physical Exam: i. Health History Questionnaire or PAR-Q ii. Mental Health and Sleep Disorder Assessments iii. Vision (Titmus test) iv. Audiometric testing/Hearing Exam v. Breast Exam for women vi. Pelvic exam (optional) vii. Skin cancer assessment viii. Personal Consultation with review of testing results ix. Pulmonary Function Testing x. Nutrition and diet recommendations xi. Exercise recommendations d. Screenings: Onsite screenings i. Cardiovascular Stress Test Echocardiogram ii. Stress EKG (treadmill) iii. Chest x-ray Post Anterior & Lateral iv. Routine EKG v. Pap Smear Offsite screenings — These Services provided by the TRUST shall be billed to the City member's private insurance. vi. Screening Mammography vii. Cardiovascular Thallium Stress Test e. Written Medical Clearances to also include: i. OSHA Respirator Medical Clearance ii. Firefighter Medical Clearance 11 f. Convenient Care Services. Effective on August 1, 2023, Convenient Care Services above physical examination will include the assessment and treatment of the illness and injuries included in Attachment "B" when diagnosis can be achieved by clinical assessment and diagnostic testing /evaluation available on - site g. Fee for the Wellness Services. The City shall compensate and pay the Trust the sum of Seven Hundred Thousand Dollars ($700,000.00), payable by the City to the Trust for the Wellness Services performed under this Agreement, which includes costs associated with such Wellness Services. The City shall pay the sum stated in this paragraph 3 in equal monthly installments of $58,333.33 commencing on the first day of the month next following execution of this Agreement and continuing on the first date of each month thereafter until fully paid. The Trust agrees and understands that (i) any and all subcontractors providing Services related to this Agreement shall be paid through the Trust and not paid directly by the City, and (ii) any and all liabilities regarding payment to or use of subcontractors for any of the Wellness Services related to this Agreement shall be borne solely by the Trust. 4. Occupational Health Services. The Trust shall perform a variety of occupational health services for the City, as further described below. a. The Trust shall: i. Conduct pre -employment physicals, which include the following: 1) Pre- employment physical exam; 2) Drug and alcohol screening; 3) EKG; 4) Hepatitis A, B, and C Titer; 5) HIV Screening; 6) MS 3D Echo (TTE) Complete; 7) MS CVSLR Stress Test; 8) PPD Tuberculin Test; 9) XR Chest 2 Views; 10) Hepatitis B Vaccine ii. Conduct random drug & alcohol screening iii. Conduct the following for the Cadets -Feeder Program: 1) Pre -employment drug and alcohol screening; 2) Preadmission physicals to include, physical exam, EKG, Flu Vaccine, MMR Titer, TB skin test, Varicella Antibody, and Pregnancy Test; 3) MMR Vaccine; and 4) Varicela Vaccine iv. Conduct fitness for duty physical examinations Fees for Occupational Health Services. The City shall compensate the Trust for the provision of Occupational Health Services in accordance with the fee schedule below. Cadets -Feeder Program Charge per member Pre -employment Drug and Alcohol Screening (off -site screening) $331.95 Preadmission Physicals — to include: Physical EKG Flu Vaccine MMR Titer TB Skintest Varicella Antibody Pregnancy Test $242.60 12 MMR Vaccine $90.00 Varicelli Vaccine $130.00 Random Drug Screen Charge per test per member Drug and Alcohol Screening $31.95 Pre -Employment Physicals Charge per member Pre -employment Physical Exam Drug and Alcohol Screening EKG Hepatitis A,B, and C Titer HIV Screening MS 2D Echo (TTE) Complete MS CVSLR Stress Test PPD Tuberculin Test XR Chest 2 Views Hepatitis B Vaccine $812.45 Fit for Duty Charge per member Fit for Duty Physical $27.00 5. Center: The Center will be located at the Marlins Parking Facility located at 1502 NW 4 Street, Retail No. 5, Miami, Florida 33125. 6. Diagnostic Services provided in the Center will include professional interpretation by the Trust Radiologist and is included in the Fee for Wellness Services. 7. Incidental services not identified on this Attachment A that can be provided at the Center and which do not increase cost will be included as part of this Agreement at no additional cost to the City. However, the Trust may decline to provide any incidental services that will incur additional costs, as the same is determined by the Parties, and the City will direct impacted employees to other providers for such services. 8. The schedule set forth and the content of the present physical examination shall continue, unless changed by mutual agreement of the parties. 13 Minor Illnesses Allergies - seasonal Cough & bronchitis Ear infections & earaches Flu -like symptoms Heartburn & indigestion HIV pre- or post -exposure treatment Mononucleosis Mouth & oral conditions Mouth & oral pain Nausea, vomiting & diarrhea Pink eye & styes Sinus infections & congestion Sore & strep throats STD evaluation & treatment Upper respiratory infections Urinary tract & bladder infections Minor Injuries Bug bites & stings Minor burns Minor cuts, blisters & wounds Splinter removal Suture & staple removal Tick bites Skin Conditions Acne treatment Athlete's foot Chicken pox Cold, canker & mouth sores ATTACHMENT "B" Wellness Services Convenient Care Services 14 Dermatitis, rash & skin irritation Impetigo Lice Minor psoriasis Poison ivy & poison oak Ringworm Rosacea Scabies Shingles Sunburn Swimmer's itch Wart evaluation Vaccinations DTaP (diphtheria, tetanus, pertussis) Flu shots Hepatitis A Hepatitis B MMR (measles, mumps, rubella) Meningitis Pneumonia Shingles vaccine (herpes zoster vaccine) Td (tetanus, diphtheria) Tdap (tetanus, diphtheria, pertussis) Vitamin B12 injection Women's Services Pregnancy evaluation Urinary tract & bladder infections Yeast infections 15 Itanufall= loduct Descripti Quote Pircyll CareStream Portable X -Ray $138,229.00 GE Healthcare Tread Mill $ 30,111.85 GE Healthcare EKG Machine $ 18,278.19 Phillips Healthare Ecocardiagram Machine ( Epid CV Ultrasound) $178,280.50 GE Healthcare Logic ET 10 Series (Ultrasound) $140,681.60 $505,581.14 MASTER SERVICES AGREEMENT BETWEEN JACKSON HEALTH SYSTEM AND MEDASSETS SUPPLY CHAIN SYSTEMS, LLC PURSUANT TO PHT RFP NO.: 10-5140 FOR GROUP PURCHASING ORGANIZATION SERVICES THIS AGREEMENT made and entered into by and between the Public Health Trust, an agency and instrumentality of Miami -Dade County, Florida (hereinafter referred to as the "Trust" or "Jackson"), which operates Jackson Health System, including Jackson Memorial Hospital, located at 1611 Northwest 12th Avenue, Miami, Florida 33136 and other designated health care facilities and MedAssets Supply Chain Systems, LLC, a limited liability company organized and existing under the laws of the State of Delaware, having its principal office at 100 North Point Center East, Suite 200 Alpharetta, GA 30022, and a subsidiary of MedAssets, Inc.. MedAssets Supply Chain Systems, LLC. and the other MedAssets, Inc. subsidiaries, Aspen Healthcare Metrics, LLC ("Aspen"), and MedAssets Analytical Systems, LLC ("MAS") (each an "Affiliate" of MedAssets Supply Chain Systems, LLC. and collectively the "Affiliates"), offer integrated services which assist healthcare providers in improving business processes and cash flow. Collectively, MedAssets Supply Chain Systems, LLC and each Affiliate shall be referred to hereinafter as "Contractor" or "MedAssets". RECITALS WHEREAS, the Trust issued Request for Proposal (RFP) No. 10-5140 (hereafter "Request for Proposal" or "RFP"), and has decided to contract with Contractor pursuant to this RFP for the Work set forth therein; and WHEREAS, the parties have negotiated this Agreement in good faith and agree to be bound in accordance with its terms and conditions; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1. DEFINITIONS The following words and expressions used in this Agreement shall be construed as follows, except when it is clear from the context that another meaning is intended: 1.1 "Agreement" to mean the terms and conditions set forth in this document, its attachments and the Contract Documents. 1.2 "Amendment" to mean any changes to the RFP document authorized by the Trust. 1.3 "Background Technology" shall mean all designs, drawings, models, prototypes, information and technology proprietary to MedAssets, which MedAssets: (i) has acquired or acquires from third parties; (ii) creates outside of its performance of the services under this Agreement; or, (iii) relates to skills and knowledge of a general nature acquired by MedAssets in the course of performance of services under this Agreement. 1.4 "Chief Procurement Officer" to mean the individual appointed by the Trust to serve as the principal public purchasing official for the Trust, or such person's designee. 1.5 "Contract Documents" to mean those terms and conditions set forth in the RFP document, as amended by the Trust, and all attachments thereto, and the Contractor's Proposal, including any revised proposals, accepted by the Trust. RFP No. 10-5140, Group Purchasing Organization Page 1 of 79 Doc ID: 20101201164540359 Sertifi Electronic Signature 1.6 "Deliverables" to mean all documentation and any items of any nature submitted by the Contractor to the Trust's Project Manager for review and approval pursuant to the terms of this Agreement. 1.7 The terms "directed", "required", "permitted", "ordered", "designated", "selected", "prescribed" or words of like import to mean respectively, the direction, requirement, permission, order, designation, selection or prescription of the Trust's Project Manager; and similarly the words "approved", acceptable", "satisfactory", "equal", "necessary", or words of like import to mean respectively, approved by, or acceptable or satisfactory to, equal or necessary in the opinion of the Trust's Project Manager. 1.8 "Change Order" to mean additions or deletions or modifications to the amount, type or value of the Work as required in this Agreement, as directed and/or approved by the Chief Procurement Officer or his/her written designee. 1.9 "Modification" to mean any written alteration in specifications, delivery point, rate of delivery, period of performance, price, quantity or other provisions of any contract or agreement accomplished by mutual action of the parties to the contract. 1.10 "P-Card" to mean purchasing card, a purchasing/payment card program. 1.11 The words "Project Manager" to mean the Trust's representative of the Trust designated by the Chief Procurement Officer to work with the Contractor and administer this Agreement as set forth in Article 22. 1.12 The words "revisions" or "revised" to mean changes in a Contractor's proposal during the pre -award evaluation or negotiation process. 1.13 Statement of Work or SOW means one (1) or more documents MedAssets, or an Affiliate, and Jackson have agreed to and which are attached hereto, or which they will develop incorporating descriptions of the specific services requested by Jackson and other applicable terms and conditions after the Effective Date. Both parties must execute any SOW agreed to after the Effective Date for it to be binding on the parties hereto. 1.14 "Subcontractor" " to mean any person, entity, firm or corporation, other than the employees of the Contractor, who furnishes labor and/or materials, in performance of the Work, whether directly or indirectly, on behalf and/or under the direction of the Contractor and whether or not in privity of Contract with the Contractor. 1.15 "Work" to mean all goods and services and all matters and things required to be supplied or performed by the Contractor in accordance with this Agreement or a valid Statement of Work. ARTICLE 2. ORDER OF PRECEDENCE in the event of a conflict between or among the provisions of this Agreement and those of its attachments or the Contract Documents, or ambiguity in interpreting this Agreement, the order of precedence shall be as follows: 1) the terms, conditions, and provisions of this Agreement; 2) the Contractor's Proposal under this RFP, including any revised proposals, accepted by the Trust (Exhibit 1 to this Agreement), and 3) the Trust's Request for Proposals, as amended (Exhibit 2 to this Agreement). ARTICLE 3. MANNER OF PERFORMANCE During the term of this Agreement, the Contractor shall provide the Work set forth in this Agreement and render full and prompt cooperation with the Trust in all aspects of the Work performed and Deliverables provided hereunder. The Contractor acknowledges that this Agreement requires the performance of all things necessary for or incidental to the effective and complete performance of all Work. The Contractor shall at all times cooperate with RFP No. 10-5140, Group Purchasing Organization Page 2 of 79 Doc ID: 20101201164 540359 Sertin Electronic Signature the Trust and coordinate its respective work efforts to most effectively and efficiently maintain the progress in performing the Work, consistent with the ongoing needs and operations of the Trust. ARTICLE 4. TERM AND TERMINATION 4.1 Term. The term of this Agreement shall be for a period of sixty-six (66) months commencing on December 2, 2010 ("Effective Date"). In addition Trust reserves the right to exercise the following option to extend any non -expired contract: The Chief Procurement Officer may extend a non -expired contract for a maximum period of ninety (90) calendar days for one time only. 4.2 Termination by Trust. The Trust may terminate in the event of a default or breach by the Contractor pursuant to Article 23. In the event that it is determined that the Contractor has not so breached or defaulted, the Trust may treat the termination as if had been a termination for convenience. 4.3 Termination by Contractor. The Contractor may seek termination of the Agreement only if the Trust has committed a material breach of this Agreement, and only as follows. In the event that the Contractor believes there has been a material breach, the Contractor shall send written notice to the Chief Procurement Officer (with a copy to the County Attorney's Office), indicating with specificity: the nature of the breach, the provision(s) of the Agreement purportedly breached, and what the Contractor believes must be done to cure the breach. The notice shall further specifically cite to this paragraph of the Agreement. The notice shall state a time period of not less than thirty (30) calendar days for curing the alleged breach. In the event the Contractor believes the breach has not been cured, the Contractor may seek termination pursuant to the provisions of Article 23. 4.4 Termination for Convenience. After Savings Period Three, this Agreement may be terminated by the Trust for convenience (without cause) upon ninety (90) calendar days prior written notice of termination delivered to the Contractor by certified mail, return receipt requested, at the address set forth herein for notices. The date of termination will be stated in the notice. Any earned fees due and owing to MedAssets in accordance with the Schedule below (as modified by the time value factor) shall be payable in twelve (12) equal, monthly installments commencing on the first day of the month next following the termination effective date and are in addition to any fees already paid by Jackson as of the effective date of termination. Aggregate Savings Achieved at Earned Fees the time of effective date of termination Time Value Factor Earned Fees payable to MedAssets as a result of early termination $48M+ 1 $19,210,170 No Termination Rights $40 — 47.9M I $17,609,322 I68.30% $12,027,167 $30-39.9M 1 $14,007,415 i 51.25% I $7,178,800 $20-29M `$10,005,297 34.17% $3,418,810 !Less than $20M $ 7,684,066 10.00% 'No Fees Due 4.5 Transition of Licensed Software. Upon termination or expiration of this Agreement, should the Trust intend to transition the licensed software (as defined in SOW 2, 3, 4 and 5) to the Trust's designated facility, the Trust will notify Contractor prior to the Termination Date of this Agreement of its intentions. The Contractor and the Trust will work together to develop a transition plan that will allow the Trust to obtain the necessary licenses to use the licensed software. Contractor shall also provide the Trust with a proposal for the utilization of Contractor's licensed software at its then fair market price, which will include maintenance fees and any professional services necessary to transition the licensed software for the Trust's use. RFP No. 10-5140, Group Purchasing Organization Page 3 of 79 Doc ID: 20101201164540359 Sertifi Electronic Signature ARTICLE 5. PAYMENT TERMS 5.1 FEES. Fees for the services, Work and Deliverables set forth in SOWs 1 through 6 shall be as set forth in the price proposal included in Schedule 1 — Contractor's response. Charges for any other Work by the Contractor shall only be as agreed in writing by the parties hereto. Fees shall remain firm and fixed for the term of the Contract however, the Contractor may offer incentive discounts to the Trust at any lime during the Contract term. 5.2 MAXIMUM CONTRACT VALUE. The Trust shall have no obligation to pay the Contractor any additional sum in excess of the fees set forth in Schedule 1 or any subsequently executed SOW. If additional funding is required, it will be processed pursuant to the prior approval of the Trust, any services undertaken by the Contractor, prior to any written approval by the Trust, will be at the Contractor's sole risk and expense. ARTICLE 6. METHOD AND TIMES OF PAYMENT 6.1 Contractor may bill the Trust periodically, but not more than once per month, upon invoices certified by the Contractor pursuant to the payment schedule established at Schedule 1 and its exhibits. All invoices shall be taken from the books of account kept by the Contractor, shall be supported by copies of payroll distribution, receipt bills or other documents reasonably required by the Trust. As provided by law, the Trust shall make payment for all purchases under this Agreement in a timely manner and make interest payments on late payments. 6.2 Pursuant to Florida Statutes, Section 218.74 and Section 2-8.1.4 of the Miami -Dade County Code, the time at which payment shall be due from the Trust shall be forty-five (45) days from receipt of a proper invoice. The time at which payment shall be due to small businesses shall be thirty (30) days from receipt of a proper invoice. Miami -Dade County, Florida, Section 2-8.1.4, Sherman S. Winn Prompt Payment Ordinance No. 94-40, provides for expedited payments to small businesses by County agencies and the Trust; creates dispute resolution procedures for payment of County and Trust obligations; and requires the prime contractor to issue prompt payments, and have the same dispute resolution procedures as the County, for all small business subcontractors. Failure of the prime vendor to issue prompt payment to small businesses, or to adhere to its dispute resolution procedures, may be cause for suspension, termination, and debarment, in accordance with the terms of the County contract or Trust contract and debarment procedures of the County. 6.3 Payment Card Program terms for vendors accepting the P-Card as method of payment shall be: Net 15 days. 6.4 All payments due from the Trust, and not made within the time specified by this section, shall bear interest from thirty (30) days after the due date at the rate of one percent (1%) per month on the unpaid balance. Further, proceedings to resolve disputes for payment of obligations shall be concluded by final written decision of the Chief Procurement Officer, or his or her designee(s), not later than sixty (60) days after the date on which the proper invoice was received by the Trust. Invoices and associated, back-up documentation, shall be submitted, by the Contractor, to the Trust's Project Manager as follows: Invoices and associated, back-up documentation may be submitted electronically via email. If submitted via email invoices shall be submitted to jhsinvoicecapture@ihsmiami.org. The Trust may at any time designate a different address and/or contact person by giving written notice to the other party. ARTICLE 7. AVAILABILITY OF FUNDS It is understood that the Trust shall be bound hereunder only to the extent that funds are available, or may hereafter become available, for the purpose of this Agreement. RFP No. 105140, Group Purchasing Organization Page 4 of 79 Doc ID: 20101201164 540359 Sertifi Electronic Signature ARTICLE 8. REPRESENTATIONS, WARRANTIES, AND COVENANTS 8.1 CONTRACTOR REPRESENTATIONS, WARRANTIES AND COVENANTS. The Contractor represents, warrants and covenants to the Trust that: 8.1.1 The representations made in the Contractor's Proposal, which response is incorporated herein as Exhibit 1, are true and correct; 8.1.2 Its Work, including all its goods and services covered by this RFP, will conform to the specification samples or other descriptions furnished or specified by the Contractor, and will be of good material and workmanship and free from defects and that the Contractor will perform reasonably and in good faith. The Contractor expressly warrants that all the materials it provides hereunder or under any SOW shall be provided to Jackson in accordance with its specifications and will be fit and sufficient for the purposes intended by the Trust. Additionally, MedAssets will use commercially reasonable efforts to assist Jackson in enforcing the third party vendor warranties. 8.1.3 It shall comply with all material terms of the RFP and the Contractor's Proposal, except as may otherwise be expressly provided in this Agreement; 8.1.4 It is in compliance with and will comply with all material laws with respect to its rights, duties, and obligations under this Agreement; 8.1.5 It is a business entity duly authorized to do business in the state of Florida; 8.1.6 It has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; 8.1.7 It has obtained, and shall maintain in full force during the term hereof, such federal, state and local authorizations as are material and necessary to operate the business it is conducting in connection with its rights and obligations under this Agreement; 8.1.8 To the best of its knowledge and belief, it has all necessary intellectual property rights and other use rights necessary to perform its obligations hereunder; 8.1.9 Its personnel have the proper skill, training, background, knowledge, experience, rights, authorizations, integrity, character and licenses as necessary to perform the Work described herein, in a competent and professional manner. 8.1.10 To the best of its knowledge and belief, its Work does not and shall not: (i) violate any applicable law, regulation, judgment, injunction, order, decree or third party right, or (ii) violate the organizational documents of Contractor; or (iii) require any notice or consent or other action by any person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Contractor, or to a loss of any benefit to which Contractor is entitled under, any agreement or other instrument binding upon Contractor or any license, franchise, permit or other similar authorization held by Contractor; and 8.1.11 it has no (and it covenants that it shall not enter into directly or indirectly, allow or otherwise permit any) agreements, whether written or oral, granting to licensees and/or any other third party, person or entity any form or type of exclusive or non-exclusive license, rights to use or other rights that would limit or restrict in any way the Trust's and/or its affiliate', successors' and assigns' rights to use the Work in accordance with the terms of this Agreement. 8.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties contained herein or made by Contractor in connection herewith shall survive termination of this Agreement and any independent investigation made by the Trust, authorized auditors or a state or federal agency. RFP No. 10-5140, Group Purchasing Organization Page 5 of 79 Doc ID: 20101201164540359 Sertifi Electronic Signature ARTICLE 9. INDEMNIFICATION 9.1 General. Contractor shall indemnify and hold harmless the Trust and Miami -Dade County and their respective Trustees, Commissioners, medical staff, officers, employees, agents and instrumentalities (the "Indemnified Parties") from any and all liability, losses or damages, including reasonable attorneys' fees and costs of defense, which the Indemnified Parties may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the negligent performance of this Agreement by the Contractor or its employees, agents, servants, principals or subcontractors. Contractor shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the Indemnified Parties, where applicable, including appellate proceedings, and shall pay all costs, judgments, and reasonable attorney's fees which may issue thereon. Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Indemnified Parties as herein provided. Contractor's indemnity obligations stated herein shall not apply in the event any liability, loss or damage arises out of, relates to or results from the negligence of Trust or any of its employees, agents, servants, principals or subcontractors. This provision shall survive the termination or cancellation of this Agreement. 9.2 Intellectual Property Indemnity. 9.2.1 Indemnity Generally. MedAssets agrees to defend at its expense and pay any final judgment or settlement in connection with any third -party claim based on infringement or misappropriation of U.S. copyrights, U.S. patents, trade secrets, or other proprietary rights of any third party arising out of Jackson's use of the Background Technology. The foregoing indemnification obligations of MedAssets are contingent upon MedAssets being promptly notified of such claim, having the sole authority to defend or settle such claim, and receiving the reasonable assistance of Jackson in connection therewith at MedAssets' expense. 9.2.2 Right to Procure or Modify. If a claim of infringement under this Section occurs, or if MedAssets determines that a claim is likely to occur, MedAssets will have the right, in its sole discretion, to either: (i) procure for Jackson the right or license to continue to use the Background Technology free of the infringement claim; or (ii) modify the Master Service to make it non -infringing. If these remedies are not reasonably available to MedAssets, then Jackson may consider it an event of Default pursuant to Article 23. 9.2.3 Indemnity Exclusions. Notwithstanding the foregoing, MedAssets has no obligation with respect to any claim of infringement that is based upon or arises out of: (i) the use or combination of the Background Technology with any hardware, software, products, data or other materials not specified or provided by MedAssets; or (ii) Jackson's use of the Background Technology other than in accordance with MedAssets' written directions or policies. 9.2.4 Exclusive Remedy. The provisions of this section state the sole and exclusive obligations and liability of MedAssets and its licensors and suppliers for any patent, copyright, trademark, trade secret or other intellectual property rights infringement arising out of or relating to the Background Technology. The provisions of this section are in lieu of any implied warranties of non -infringement, all of which are disclaimed. ARTICLE 10. INSURANCE AND LIMITATION OF LIABILITY 10.1 The Contractor shall maintain at its own expense: a)Worker's Compensation insurance as provided by statute; b)Employer's Liability of at least [U.S. $100,000 per person). c)General Liability and Product Liability Insurance in an amount not less than [U.S.$1,000,000) per occurrence in primary coverage, and not less than [U.S. $3,000,000] per occurrence in excess liability insurance, covering any and all damage to property or injury to persons arising from the Contractor's provision of Work; and RFP No. 10-5140, Group Purchasing Organization Page 6 of 79 Doc ID: 20101201164540359 Sertifi Electronic Signature d)Contractual Bodily Injury and Property Damage Liability Insurance in an amount not less than [U.S. $1,000,000] per occurrence and [U.S. $3,000,000] aggregate, covering any and all damage to property or injury to persons arising from or out of the performance of the work under this Agreement 10.2 All insurance policies required above shall be issued by companies authorized to do business under the laws of the state of Florida, with the following qualifications: a) The company must be rated no Tess than "B" as to management, and no less than "Class V" as to financial strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the Trust Risk Management Division; or, b) The company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or Approved to Do Business in Florida" issued by the State of Florida Department of Insurance and are members of the Florida Guaranty Fund. Certificates will indicate no material modification or change in insurance shall be made without thirty (30) days notice to the certificate holder. 10.3 Limitation of Liability. For that Contractor's work which is advisory in nature and which Jackson implements, Jackson shall be solely responsible for the results therefrom provided that Contractor's work has been provided in a professional, workmanlike manner, and in a manner consistent with industry standards and in compliance with applicable law. Jackson shall be responsible for compliance with applicable law regarding Medicare reimbursement, and accurate and complete code assignment. Contractor shall not be liable for any claims attributable to any errors, omissions, or other inaccuracies in the information or material contained in the data provided by the Trust or any Member. Nothing herein shall relieve Contractor of liability for damages, subject to the monetary damages set forth below, suffered by the Jackson as a result of any claims attributable to any errors, omissions, or other inaccuracies in the information or material contained in the data provided by Contractor. The maximum liability of Contractor arising out of or related to this Agreement, regardless of legal theory (whether in contract, tort or otherwise), shall not exceed $8,000,000. IN NO EVENT SHALL ANY PARTY HERETO BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF SUCH INFORMATION, MATERIAL, AND/OR IMPORTED OR EXPORTED DATA (including, without limitation, any damages for lost or damaged files or data, lost profits, lost savings, or loss of business opportunity or goodwill), EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE. Contractor shall have no obligation to provide support services under a SOW for (i) any professional services provided by Contractor outside of the scope of this SOW; (ii) any non -Contractor computer programs, technology or hardware; (iii) any data conversion, template construction or interface design, other than as specifically set forth solely with respect to Jackson's systems and data as provided on the date of the completion of the applicable Setup Services; and/or, (iv) any data conversion, template construction or interface design arising out of or relating to a change in Jackson's system and data at any time during the SOW Term . Any failure of Jackson to pay all applicable, undisputed fees for the Services within 90 days of receipt of invoice shall discharge Contractor of any obligation to provide support services hereunder and, upon 10 days prior written notice after the conclusion of the 90 day period, Contractor may terminate its obligation under such SOW upon written notice to Jackson. RFP No. 10-5140, Group Purchasing Organization Page 7 of 79 Doc ID: 20101201164540359 Sertlfi Electronic Signature ARTICLE 11. CONFIDENTIAL INFORMATION AND PROTECTED HEALTH DATA 11.1 CONFIDENTIAL INFORMATION. The Contractor acknowledges that Florida's public records law apply to the Trust and that as an entity providing services to the Trust all its communications to the Trust, unless exempted or confidential under Florida law, are public records. Nothing in the Agreement or the Contract Documents shall be construed to prevent disclosure of documents pursuant to Florida's public records laws or other applicable laws. In no event shall any action by the Trust, its employees' or its agents' taken in good faith belief to be in compliance with or required by such laws constitutes a breach of this Agreement. As used in this Agreement, the term "Confidential Information" shall mean all materials, data, transactions of all forms, financial information, documentation, inventions, designs and methods obtained from the Trust in connection with the Work performed under this Agreement, made or developed by the Contractor or its subcontractors in the course of the performance of such Work, or the results of such Work, or which the Trust holds the proprietary rights. In addition to the foregoing, all Trust employee information, Trust financial information, and all "Protected Health Information," as that term is used in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), shall be considered confidential information and shall be subject to all the requirements stated herein. 11.2 CONFIDENTIALITY. The Contractor shall keep strictly confidential and hold in trust all Confidential information. Neither the Contractor nor its employees, agents, subcontractors or suppliers may sell, transfer, publish, disclose, display, license or otherwise make available to others any part of such Confidential Information without the prior written consent of the Trust. Additionally, the Contractor expressly agrees to be bound by and to defend, indemnify and hold harmless the Trust from the breach by Contractor of any federal, state or local law in regard to the privacy of individuals. The Contractor shall advise each of its employees, agents, subcontractors and suppliers who may be exposed to such Confidential Information of their obligation to keep such information confidential and shall promptly advise the Trust in writing if it learns of any unauthorized use or disclosure of the Confidential Information by any of its employees or agents, or subcontractor's or supplier's employees, present or former. In addition, the Contractor agrees to cooperate fully and provide any assistance reasonably necessary to ensure the confidentiality of the Confidential Information. it is understood and agreed that in the event of a breach of this Article damages may not be an adequate remedy and the Trust shall be entitled to injunctive relief to restrain any such breach or threatened breach. Unless otherwise requested by the Trust, upon the completion of the Work performed hereunder, the Contractor shall immediately turn over to the Trust all such Confidential Information existing in tangible form, and no copies thereof shall be retained by the Contractor or its employees, agents, subcontractors or suppliers without the prior written consent of the Trust. A certificate evidencing compliance with this provision and signed by an officer of the Contractor shall accompany such materials. Termination of this contract shall not eliminate the Contractor's obligation to continue to maintain confidentiality under this section. 11.3 HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT ("HIPAA"). The Contractor shall complete and execute the Trust's Business Associate Agreement, attached hereto as Exhibit 3, and comply with related policies and procedures, unless the Trust agrees in writing that no such agreement is needed. Pursuant to the Health Insurance Portability and Accountability Act of 1996, Privacy Regulations ("HIPAA"), as a vendor, the Contractor may be required to provide services that involve the use and disclosure of Protected Health Information. Any use of Protected Health Information that is not authorized by the Public Health Trust/Jackson Health System is prohibited. As a Business Associate, the Contractor may only use the Protected Health Information if it is necessary to perform contract obligations with the Public Health Trust/Jackson Health System, provided that such uses are permitted under the state and federal confidentiality laws. As a Business Associate, the Contractor is required to comply with HIPAA and all federal and state laws. As a Business Associate, the Contractor may only use the Protected Health Information to the extent permitted by the terms of the PHT- HIPAA Business Associate Agreement. Disclosure of Protected Health Information to third parties is strictly prohibited unless it is pursuant to the terms of the PHT-HIPAA Business Associate Agreement and authorization has first been provided in writing, the law requires the disclosures, and the Contractor has received from the third party written assurances regarding its confidential handling of such Protected Health Information. RFP No. 10-5140, Group Purchasing Organization Page 8 al 79 Doc ID: 20101201164 540359 Sertifl Electronic Signature ARTICLE 12. PROPRIETARY INFORMATION The Contractor acknowledges that all computer software in the Trust's possession may constitute or contain information or materials which the Trust has agreed to protect as proprietary information from disclosure or unauthorized use and may also constitute or contain information or materials which the Trust has developed at its own expense, the disclosure of which could harm the Trust's proprietary interest therein. During the term of the contract, the Contractor will not use directly or indirectly for itself or for others, or publish or disclose to any third party, or remove from the Trust's property, any computer programs, data compilations, or other software which the Trust has developed, has used or is using, is holding for use, or which are otherwise in the possession of the Trust (hereinafter "Computer Software"). All third -party license agreements must also be honored by the Contractor and their employees, except as authorized by the Trust. Also, if the Computer Software has been leased or purchased by the Trust, all hired party license agreements must also be honored by the Contractor's employees with the approval of the lessor or contractors thereof. This includes mainframe, minis, telecommunications, personal computers and any and all information technology software. The Contractor will report to the Trust any information discovered or which is disclosed to the Contractor which may relate to the improper use, publication, disclosure or removal from the Trust's property of any information technology software and hardware and will take such steps as are within the Contractor's authority to prevent improper use, disclosure or removal. ARTICLE 13. PROPRIETARY RIGHTS The Contractor hereby acknowledges and agrees that the Trust retains all rights, title and interests in and to all materials, data, documentation and copies thereof furnished by the Trust to the Contractor hereunder. The Contractor shall not, without the prior written consent of the Trust, use such Trust documentation on any other project in which the Contractor or its employees, agents, subcontractors or suppliers are or may become engaged. Submission or distribution by the Contractor to meet official regulatory requirements or for other purposes in connection with the performance of Work under this Agreement shall not be construed as publication in derogation of the Trust's copyrights or other proprietary rights. The Background Technology, Software, and MedAssets' Deliverables to the extent such Deliverables incorporate the Background Technology shall be the exclusive property of MedAssets or the respective Participating Affiliate, unless otherwise expressly specified in the applicable SOW. Excluding any Background Technology included in the Work all Work prepared by MedAssets for the Trust shall be the property of the Trust. During the applicable SOW Term, MedAssets hereby grants to Trust, and Trust accepts, a non -transferable, non-exclusive limited license to access the application listed hereunder for its internal business purposes only; provided, however, such access shall only be for the number of authorized user(s) and the for the specific Covered Facilities identified hereunder, only during the applicable SOW Term and solely for the limited purpose of receiving the Services, subject to payment of the Fees. ARTICLE 14. ASSUMPTION, PARAMETERS, PROJECTIONS, ESTIMATES AND EXPLANATIONS The Contractor understands and agrees that any assumptions, parameters, projections, estimates and explanations presented by the Trust were provided to the Contractor for evaluation purposes only. Because these assumptions, parameters, projections, estimates and explanations represent only good faith predictions of future events, the Trust makes no representations or guarantees on such assumptions; the Trust shall not be responsible for the accuracy of the assumptions presented; the Trust shall not be responsible for conclusions to be drawn therefrom; and any assumptions, parameters, projections, estimates and explanations shall not form the basis of any claim by the Contractor. The Contractor accepts all risk associated with using this information. However, notwithstanding the foregoing, the aforementioned understanding shall in no way act as a limitation on any specific commitment made by either party hereunder in this Agreement or in any valid SOW. RFP No. 10-5140, Group Purchasing Organization Page 9of79 Doc ID: 20101201164 540359 Sertifi Electronic Signature ARTICLE 15. FEDERAL, STATE AND LOCAL COMPLIANCE REQUIREMENTS Contractor agrees to comply, subject to applicable professional standards, with the provisions of any and all applicable Federal, State and applicable County orders, statutes, ordinances, rules and regulations as they apply to the Trust, which may pertain to the Work required under this Agreement, including but not limited to: 15.1 EQUAL EMPLOYMENT OPPORTUNITY (EEO) AND NONDISCRIMINATION. Equal Employment Opportunity in compliance with Executive Order 11246 and Miami -Dade County Code, Chapter 11 A, Article 3 as amended and applicable to this Agreement. All contractors and subcontractors performing work in connection with this Agreement shall provide equal opportunity for employment because of race, religion, color, age, sex, national origin, sexual preference, disability or marital status. The aforesaid provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous place available for employees and applicants for employment, such notices as may be required by the Dade County Fair Housing and Employment Commission, or other authority having jurisdiction over the work setting forth the provisions of the nondiscrimination law. By entering into This Contract with the Trust, the Contractor attests that it is not in violation of the Americans with Disabilities Act of 1990 (and related Acts) or Miami -Dade County Resolution No. R-385-95, as it pertains to the Trust. If the Contractor or any owner, subsidiary or other firm affiliated with or related to the Contractor is found by the responsible enforcement agency or the Trust to be in violation of the Act or the Resolution, such violation shall render this Agreement void. This Agreement shall be void if the Contractor submits a false affidavit pursuant to this Resolution or the Contractor violates the Act or the Resolution during the term of this Agreement, even if the Contractor was not in violation at the time it submitted its affidavit. 15.2 Miami -Dade County Florida, Department of Business Development Participation Provisions, as applicable to this Agreement. 15.3 The Trust shall insure, to the maximum extent economically feasible, the purchase of environmentally preferable products or services. This includes, but is not limited to, products that are durable, recyclable, reusable, readily biodegradable, energy efficient, made from recycled materials, and nontoxic if those materials meet technical specifications. Furthermore, the Trust may purchase supplies, services on the basis of long-term environmental and operating costs. 15.4 CONFLICT OF INTEREST. The Contractor shall be familiar and comply with all applicable conflict of interest legal requirements, including the Miami -Dade County Conflict of Interest and Code of Ethics ordinance, Section 2-11.1, Code of Miami -Dade County, as made applicable to the Trust by Section 25A-3(c), Code of Miami -Dade County, and Florida's Code of Ethics for Public Officers, Chapter 112, Part III, Florida Statutes. The Trust will not contract or transact business with a Contractor, and any contract with a Contractor shall be void, if a conflict of interest under State or local laws occurs and neither an exemption nor opportunity to waive the conflict exists, or an opportunity to waive the conflict exists but the Trust does not waive it. If a conflict of interest is waivable, the Trust's Board of Trustees shall have the sole authority to waive the conflict. 15.5 DEBARMENT as set forth in Miami -Dade County Code Section 10-38. 15.6 DOMESTIC LEAVE. Miami -Dade County Ordinance 99-5, codified at 11 A-60 et. seq. of Miami -Dade Code pertaining to complying with the County's Domestic Leave Ordinance. 15.7 FALSE OR FRAUDULENT CLAIMS. Miami -Dade County Ordinance 99-152, prohibiting the presentation, maintenance, or prosecution of false or fraudulent claims against Miami -Dade County and the Trust. Notwithstanding any other provision of this Agreement, Contractor shall not be required pursuant to this Agreement to take any action or abstain from taking any action if such action or abstention would, in the good faith determination of the Contractor, constitute a violation of any law or regulation to which Contractor is RFP No. 10.5140, Group Purchasing Organization Page 10 of 79 Doc ID: 20101201164540359 Sertlfi Electronic Signature subject, including but not limited to laws and regulations requiring that Contractor conduct its operations in a safe and sound manner. ARTICLE 16. INSPECTOR GENERAL REVIEWS 16.1 INDEPENDENT PRIVATE SECTOR INSPECTOR GENERAL. Pursuant to the Code of Miami -Dade County, Section 2-1076, and Miami -Dade County Administrative Order 3-20, and in connection with the award of this Agreement, the Trust has the right to retain the services of an Independent Private Sector Inspector General ("IPSIG") whenever the Trust or County deems it appropriate to do so. Upon written notice from the Trust, the Contractor shall make available, to the IPSIG retained by the Trust, all requested records and documentation pertaining to this Agreement, for inspection and copying. The Trust will be responsible for the payment of these IPSIG services, and under no circumstance shall the Contractor's fees for the Work under this Agreement be inclusive of any charges relating to these IPSIG services. The terms of this provision herein shall, apply to the Contractor, its officers, agents, employees and assignees. Nothing contained in this provision shall impair any independent right of the Trust to conduct, audit, or investigate the operations, activities and performance of the Contractor in connection with this Agreement. The terms of this provision are neither intended nor shall the Contractor construe them to impose any liability on the Trust. 16.2 MIAMI-DADE COUNTY INSPECTOR GENERAL REVIEW. According to Section 2-1076 of the Code of Miami -Dade County, Miami -Dade County has established the Office of the Inspector General (IG) which may, on a random basis, perform audits, inspections, and reviews of all County/Trust contracts. This random audit is separate and distinct from any other audit by the County. To pay for the functions of the Office of the Inspector General, any and all payments to be made to the Contractor under this Contract will be assessed one quarter (1/4) of one (1) percent of the total amount of the payment, to be deducted from each progress payment as the same becomes clue unless, as stated in the Special Conditions, this Contract is federally or state funded where federal or state law or regulations preclude such a charge. The Contractor shall, in stating its agreed process, be mindful of this assessment, which will not be separately identified, calculated or adjusted in the Contractor's Proposal. The audit cost shall also be included in all change orders and all contract renewals and extensions. The Miami -Dade Office of Inspector General is authorized to investigate County affairs and empowered to review past, present and proposed County and Public Health Trust programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor existing projects and programs. Monitoring of an existing project or program may include a report concerning whether the project is on time, within budget and in conformance with plans, specifications and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, proposal specifications, proposal submittals, activities of the Contractor, its officers, agents and employees, lobbyists, County and Public Health Trust staff and elected officials to ensure compliance with contract specifications and to detect fraud and corruption. Upon ten (10) days written notice to the Contractor, the Contractor shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General shall have the right to inspect and copy all documents and records in the Contractor's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the Contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project -related correspondence, memoranda, instructions, financial documents, construction documents, Proposal and Contract documents, back -change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforementioned documents and records. RFP No. 10-5140, Group Purchasing Organization Page 11 of 79 Doc ID: 20101201164540359 Sertlfi Eiectronlc Signature The Contractor shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (proposal preparation) and performance of this Contract, for examination, audit, or reproduction, until three (3) years after final payment under this Contract or for any longer period required by statute or by other clauses of this Contract. In addition: 1. If this Contract is completely or partially terminated, the Contractor shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and 2. The Contractor shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this Contract until such appeals, litigation, or claims are finally resolved. The provisions in this section shall apply to the Contractor, its officers, agents, employees, subcontractors and suppliers. The Contractor shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Contractor in connection with the performance of this Contract. Nothing in this section shall impair any independent right to the County to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the County by the Contractor or third parties. Exception: The above application of one quarter (1/4) of one percent fee assessment shall not apply to the following contracts: (a) IPSIG contracts; (b) contracts for legal services; (c) contracts for financial advisory services; (d) auditing contracts; (e) facility rentals and lease agreements; (f) concessions and other rental agreements; (g) insurance contracts; (h) revenue -generating contracts; (i) contracts where an IPSIG is assigned at the time the contract is approved by the Trust; (j) professional service agreements under $1,000; (k) management agreements; (1) small purchase orders as defined in Miami -Dade County Administrative Order 3-2; (m) federal, state and local government -funded grants; and (n) interlocal agreements. Notwithstanding the foregoing, the Trust may authorize the inclusion of the fee assessment of one -quarter (1/4) of one percent in any exempted contract at the time of award. Nothing contained above shall in any way limit the powers of the Inspector General to perform audits on all Trust contracts including, but not limited to, those contracts specifically exempted above. ARTICLE 17. BUSINESS APPLICATION AND FORMS The Contractor shall be a registered vendor with the Trust — Procurement Management Department, for the duration of this Agreement. It is the responsibility of the Contractor to file the appropriate Vendor Application and to update the Application file for any changes for the duration of this Agreement, including any option years. ARTICLE 18. INDEPENDENT CONTRACTOR RELATIONSHIP The Contractor is, and shall be, in the performance of all Work and activities under this Agreement, an independent contractor, and not an employee, agent or servant of the Trust. All persons engaged in any of the Work performed pursuant to this Agreement shall at all times, and in all places, be subject to the Contractor's sole direction, supervision and control. The Contractor shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the Contractor's relationship and the relationship of its employees to the Trust shall be that of an independent contractor and not as employees and agents of the Trust. The Contractor does not have the power or authority to bind the Trust in any promise, agreement or representation other than specifically provided for in this Agreement. ARTICLE 19. CONTRACTOR'S EMPLOYEES All employees, officers, directors and agents of the Contractor shall be considered to be at all times the employees, officers, directors and agents of the Contractor under its sole direction, and not of the Trust. In no event shall the Contractor or its respective officers, directors, agents, servants of employees be considered to be officers, agents, servants, representatives or employees of Miami -Dade County, or the Trust, including any of RFP No. 10-5140, Group Purchasing Organization Page 12 of 79 Doc ID: 20101201164 540359 Sertifl Electronic Signature its divisions or designated facilities. Additionally, in no event shall Miami -Dade County, the Trust, or its respective officers, trustees, commissioners, medical staff, nurses, agents, servants, or employees be considered to be officers, agents, servants, representative or employees of the Contractor. The Contractor shall supply competent and physically capable employees and agents. The Trust at its discretion may require the Contractor to remove an employee or agent the Trust deems careless, incompetent, insubordinate or otherwise objectionable. ARTICLE 20. NON•DISCRIMINATION. The Trust requires that the Contractor shall not discriminate against an employee, volunteer, or participant of the Contractor on the basis of race, color, gender, pregnancy, marital status, familial status, sexual orientation, gender identity and/or expression, religion, ancestry, national origin, disability, or age except that programs may target services for specific participant groups as defined in the Deliverables of this Agreement. Additionally, Contractor shall demonstrate the standards, policies, and practices necessary to render services in a manner that respects the worth of the individual and protects and preserves the dignity of people of diverse cultures, classes, races, religions, sexual orientation, gender identity and/or expression and ethnic backgrounds. It is expressly understood that upon receipt of evidence of discrimination under any of these laws, The Trust shall have the right to terminate this Agreement. If the Contractor or any owner, subsidiary, or other firm affiliated with or related to the Contractor, is found by the responsible enforcement agency or the courts to be in violation of these laws, The Trust will conduct no further business with the Contractor. ARTICLE 21. SUBSTITUTION OF KEY PERSONNEL Substitution of key personnel during contract performance is permissible only on notice to and with the written consent of the Trust's designated Project Manager, provided the qualifications of the proposed substitute equal or exceed the qualifications of the person that has left or is being replaced and the proposed substitution is approved by the designated Project Manager. The key personnel assigned to this project are considered to be essential to the work being performed for the Trust. During contract performance, the Vendor shall make no substitution of key personnel unless illness, death, or termination of employment necessitates the substitution or in the event the Vendor and/or the designated Project Manager determines that a personnel substitution is in the best interest of the project. In no event shall a substitution of key personnel take place due to the Vendor's reassignment of key personnel to another project. This project shall take precedence over any other project the Vendor may have assigned to the key personnel identified herein. During contract performance, the Vendor shall notify the Trust's Project Manager within ten (10) calendar days of the occurrence of any of these events and provide the following information: (1) an explanation of the circumstances necessitating the proposed substitution, (2) complete resume and credentials for the proposed substitution, and (3) any additional information requested by the designated Project Manager. After receipt of all required information, the designated Project Manager will promptly notify the Vendor whether consent is given for the proposed substitution. For this Agreement, "key personnel" means, but shall not be limited to, the positions detailed at Section 1.36 of the RFP document. ARTICLE 22. PROJECT MANAGER AUTHORITY/DISPUTE RESOLUTION 22.1 The Contractor hereby acknowledges that the Trust's Project Manager will determine in the first instance all questions of any nature whatsoever arising out of, under, or in connection with, or in any way related to or on account of, this Agreement including without limitation: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Work; negligence, fraud or misrepresentation before or subsequent to acceptance of the Proposal; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. RFP No. 10-5140, Group Purchasing Organization Page 13 of 79 Doc ID: 20101201164 540359 Sertifi Eiectronlc Signature The Contractor shall be bound by all reasonable determinations or orders and shall promptly obey and follow every reasonable and legal order of the Project Manager, including the withdrawal or modification of any previous order. Where orders are given orally, these orders will be issued in writing by the Project Manager as soon thereafter as is practicable. 22.2 in the event that the Contractor and the Trust are unable to resolve their differences concerning any determination made by the Project Manager, or any dispute, question, or claim arising under or relating to the Agreement, and the Executive Steering Committee is also unable to produce a mutually satisfactory conclusion, either the Contractor or the Trust may initiate a dispute in accordance with the procedure set forth in this Article. 22.3 The parties to this Agreement authorize the Chief Procurement Officer, or his designee, to decide all questions, disputes, or claims of any nature arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) (collectively "questions" or "disputes"), and his decision shall be conclusive, final and binding on the parties, subject only to the limited review specified below. Any such dispute by the Contractor shall be brought, if at all, before the Chief Procurement Officer within 10 days of the occurrence, event or act out of which the dispute arises. Any such dispute by the Trust shall be brought, within a reasonable time after the occurrence, event or act out of which the dispute arises. 22.4 The Chief Procurement Officer may establish rules and procedures for presentation disputes, including for example, whether and what rules of evidence and argument shall apply, the length and manner of hearing(s) and the disposition of preliminary matters. The Chief Procurement Officer may obtain such assistance as may be desirable, including advice of experts, and may consult with legal counsel in setting such procedures and in making its decisions. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the Chief Procurement Officer participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the Chief Procurement Officer for a decision, together with all evidence and other pertinent information in regard to such questions, in order that a fair and impartial decision may be made. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Agreement and in accordance with the Project Manager's interpretation. 22.5 The Chief Procurement Officer may, at his or her option, for any particular dispute, elect to forgo the dispute resolution procedures herein and allow the dispute to be otherwise resolved in accordance with law. ARTICLE 23. BREACH AND REMEDIES 23.1 EVENT OF DEFAULT. An Event of Default shall mean a breach of this Agreement by the Contractor. Without limiting the generality of the foregoing and in addition to those instances referred to herein as a breach, an Event of Default, shall include the following: a) The Contractor has not delivered Deliverables or Work on a timely basis, or in a professional or workmanlike manner, or in a manner consistent with industry standards; b) The Contractor has refused or failed, except in case for which an extension of time is provided, to supply enough properly skilled Staff Personnel; c) The Contractor has failed to make prompt payment to subcontractors or suppliers for any Work; d) The Contractor has become insolvent (other than as interdicted by the bankruptcy laws), or has assigned the proceeds received for the benefit of the Contractor's creditors, or the Contractor has taken advantage of any insolvency statute or debtor/creditor law or if the Contractor's affairs have RFP No. 10-5140, Group Purchasing Organization Page 14 of 79 Doc ID: 20101201164 540359 Sertifi Electronic Signature been put in the hands of a receiver; e) The Contractor has failed to obtain the approval of the Trust where required by this Agreement; f) The Contractor has failed to provide "adequate assurances" as required below or fails to fulfill the assurances provided; and g) The Contractor has failed in the representation of any warranties stated herein. When, in the opinion of the Trust, reasonable grounds for uncertainty exist with respect to the Contractor's ability to perform the Deliverables or Work or any portion thereof, the Trust may request that the Contractor, within the time frame set forth in the Trust's request, provide adequate assurances to the Trust, in writing, of the Contractor's ability to perform in accordance with terms of this Agreement. Until the Trust receives such assurances the Trust may request an adjustment to the compensation received by the Contractor for portions of the Deliverables or Work that the Contractor has not performed. In the event that the Contractor fails to provide to the Trust the requested assurances within the prescribed time frame, or fails to fulfill the assurances provided, the Trust may: a) Treat such failure as a repudiation of this Agreement; b) Resort to any remedy for breach provided herein or at law, including but not limited to, taking over the performance of the Work or any part thereof either by itself or through others. In the event the Trust shall terminate this Agreement for default, the Trust or its designated representatives, may immediately take possession of all applicable equipment, materials, products, documentation, reports and data. 23.2 NOTICE OF DEFAULT. If an Event of Default occurs, in the determination of the Trust, the Trust may so notify the Contractor ("Default Notice"), specifying the basis for such default, and advising the Contractor that such default must be cured immediately or this Agreement with the Trust may be terminated. Notwithstanding, the Trust may, at its sole discretion, allow the Contractor to rectify the default to the Trust's reasonable satisfaction within a thirty (30) day period. The Trust may grant an additional period of such duration as the Trust shall deem appropriate without waiver of any of the Trust's rights hereunder, or under any bond. The default notice shall specify the date the Contractor shall discontinue the Work upon the Termination Date. MedAssets shall use all commercially reasonable efforts to achieve the Trusts savings goals during the Term of this Agreement. Notwithstanding the foregoing, provided that substantive progress is being achieved, the parties agree and acknowledge that any failure to meet any of the First Period savings commitments shall not be deemed a material breach or an Event of Default and the Trust shall have no right to terminate for breach for any such failure to meet the First Period Savings commitments set forth in Schedule 1. 23.3 REMEDIES IN THE EVENT OF DEFAULT. In the event that the Contractor is unable to perform its duties and causes hardship to the Trust and/or its patients, the Trust reserves the right to seek remedies, including but not limited to: a) Recovery of actual damages, including but not limited to replacement services and completing the Work under this Agreement; b) Recovery of direct damages, actual costs and reasonable attorney's fees, , incurred in the course of seeking to compel the Contractor to perform its Work and to terminate this Agreement or for procuring replacement if Contractor is terminated; c) Compensation from the insurance policies pledged by the Contractor; d) Return within 30 calendar days of demand any monies advanced to the Contractor, as well as the net cost associated with recovery hereunder. e) In addition to the above remedies, the Trust reserves the right to demand restitution or any other remedy available to it by law in equity or otherwise, including but not limited to damages incurred for specific performance and for injunctive relief. RFP No. 10.5140, Group Purchasing Organization Page 15 of 79 Doc ID: 20101201164 540359 Sertifl Electronic Signature ARTICLE 24. USER ACCESS PROGRAM (UAP) 24.1 User Access Program: The Board of Trustees for the Public Health Trust (PHT) of Miami -Dade County approved a User Access Program (UAP) under Resolution No. PHT 5/10-030 as implemented by the CEO/President in the "Jackson Health System User Access Program" policy. This Agreement is subject to a user access deduction under the PHT User Access Program (UAP) in the amount of two percent (2%). All PHT purchases under this Agreement, and purchases made by any other organization or jurisdiction that may use the agreement, are subject to the two percent (2%) UAP deduction. Contractor shall invoice the amount of the agreement price, as listed in Schedule 1, and shall accept as payment thereof the contract price less the 2% UAP as full and complete payment for the goods and/or services specified on the invoice. The PHT shall retain the 2% UAP for use by the PHT to help defray the cost of PHT operations. Vendor participation in this program is mandatory. 24.2. USER ACCESS FEE (60 Day Implementation). PHT is implementing the program and MedAssets and Jackson shall review its terms and application during the first sixty (60) days following the Effective Date. MedAssets shall use all commercially reasonable efforts to assist in implementing the two percent (2%) UAP fee reduction in vendor agreements the Trust accesses. This fee applies to all usage of such vendor agreements whether by the PHT or by any other governmental, quasi -governmental or not -for -profit entity. 24.3. CONTRACTOR COMPLIANCE. If the Contractor fails to comply with this section, the Contractor may be considered in default by the TRUST in accordance with the terms and conditions set forth in this AGREEMENT. ARTICLE 25. MISCELLANEOUS 25.1 ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. Contractor may not assign by transfer, by operation of law or otherwise, any of its rights or obligations under this Agreement, or any interest in any portion of same, without the prior written consent of the Trust, which consent may be withheld by the Trust for any reason it determines to be in its best interest. 25.2 SUBCONTRACTING. Any and all subcontractors to be utilized by the Contractor in the completion of work for this proposal shall be identified to and approved by the Trust. The Contractor shall not change or substitute subcontractors or suppliers from those listed in the Contractor's Response. Such approval shall not be unreasonably withheld. If the Contractor will cause any part of this Agreement to be performed by a Subcontractor, the provisions of this Agreement will apply to such Subcontractor and its officers, agents and employees in all respects as if it and they were employees of the Contractor; and the Contractor will not be in any manner thereby discharged from its obligations and liabilities hereunder, but will be liable hereunder for all acts and negligence of the Subcontractor, its officers, agents, and employees, as if they were employees of the Contractor. The services performed by the Subcontractor will be subject to the provisions hereof as if performed directly by the Contractor. 25.3 FORCE MAJEURE. Neither party shall be liable to the other for failures or delays in performance due to causes beyond its reasonable control and that cannot be avoided by exercise of due care, including war, strikes, lockouts, fire, flood, storm of other acts of God. Both parties agree to use their commercially reasonable efforts to minimize the effects of such failures or delays. 25.4 WAIVER. The failure of any party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or similar nature. All rights and remedies reserved to either party shall be cumulative and shall not be in limitation of any other right or remedy that such party may have at law or in equity. RFP No. 10-5140, Group Purchasing Organization Page 16 of 79 Doc fix 20101201164540359 Sertlfi Electronic Signature 25.5 SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect. 25.6 COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all such counterparts together shall constitute but one and the same instrument. The parties also agree that this Agreement shall be binding upon the faxing by each party of a signed signature page thereof to the other party. 25.7 GOVERNING LAW. In the event that it becomes necessary to enforce the terms of this Agreement, the validity, construction, interpretation and performance of this Agreement and the remedies for its enforcement or breach shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and fully performed therein, without giving effect to its laws or rules relating to the conflict of laws. 25.8 JURISDICTION AND VENUE. The parties hereto unconditionally and irrevocably: (i) submit to the exclusive jurisdiction and venue of the state and federal courts located in Miami -Dade County, Florida; and (li) waive any objections they may have at any time to the laying of venue of any suit, action or proceeding relating hereunder. 25.9 DRAFTING PARTY. This Agreement shall not be construed against the party preparing it. It shall be construed as if all parties hereto jointly prepared the Agreement. 25.10 RIGHTS, REMEDIES AND OBLIGATIONS. The rights, remedies and obligations contained in this Agreement shall pertain solely to the parties executing the Agreement. This Agreement shall not be construed or deemed to create any rights or remedies for any third parties or any other person who is not a party thereto. 25.11 AUDIT. The Contractor agrees to retain all books, such records and other documents related to this Agreement for five (5) years after final payment. The Trust, its authorized agents and/or Federal and State auditors shall have full access to and the right to examine any of said material during this period. The Contractor also agrees to provide the Trust upon request with copies of all such records and documents. 25.12 ADVERTISING. Neither party shall use the name of the other in any promotional or advertising material unless review and approval in writing of the intended use shall first be obtained from the party whose name is to be used. Such approval may be withheld by the Trust for any reason it determines to be in its best interest. 25.13 TIME OF ESSENCE. Time shall be deemed of the essence on the part of the Contractor in performing all of the terms and conditions of this Agreement. 25.14 SECTION HEADINGS. The section headings hereof are for the convenience of the parties only and shall not be given any legal effect or otherwise affect the interpretation of this Agreement. 25.15 ERROR. Stenographic, clerical, or similar errors in this Agreement are subject to correction. 25.16 INTENTIONALLY OMITTED 25.17 NOTICES. Every notice that may be required by this Agreement shall be in writing and shall be deemed sufficiently served if delivered by Registered or Certified Mail, with return receipt requested or delivered personally to the parties at their respective addresses set forth as follows: As to the TRUST: David R. Small, EVP and Chief Operating Officer Public Health Trust 1611 NW 12 Avenue, B069 Miami, Florida 33136 RFP No. 10-5140, Group Purchasing Organization Page 17 of 79 Doc ID: 20101201164540359 Sertifi Electronic Signature As to the CONTRACTOR: Matthew T. Willaert Deputy General Counsel, SVP 280 S. Mount Auburn Rd. Cape Girardeau, MO 63703 ARTICLE 26. ADDITIONAL TERMS AND CONDITIONS 26.1. CENTER OF EXCELLENCE. An implementation plan for the development of the Trust Centers of Excellence will be completed within thirty (30) days following the execution of the Agreement in conjunction with the Executive Steering Committee (as referenced in Section 5.7 of Schedule 1). The implementation plan will utilize Service Line Analytics, and other mutually agreed upon methods, and evaluate opportunity for financial improvement in clinical service lines. 26.2 TRANSPARENCY IN PRICING. Unless prohibited by law or contract, MedAssets shall provide through reports and/or the technology provided in the SOWs attached hereto, monthly reporting to the Procurement Management Department to document process for best in class pricing and method for validating pricing. To obtain such best in class pricing, Contractor shall utilize various contracting methodologies including but not limited to the utilization of reverse auction and other e-procurement methods, as may be approved by the Trust, provided for in support of the initiatives supported by Florida House Bill 5001. The Trust may contract with an independent electronic negotiation/reverse auction or e-procurement business partner of their choice. Such a business partner may operate in collaboration with, but independent of, MedAssets and/or any MedAssets affiliated entity or subcontractor. In the event that the Trust does contract with such a business partner, MedAssets shall work collaboratively, as may be required, with the Trust's electronic negotiation/reverse auction or e-procurement vendor in the conduct of such purchases and facilitate with the Trust any related program implementation. 26.3. HAP-X. Jackson shall reasonably apply for the credit line and shall proceed with the program, if approved, and if savings are demonstrated. HAP-X, a MedAssets business partner which provides rebate and financing services to MedAssets members, shall be available to vendors not accepting Jackson's current P-Card program, or if HAP-X is able to demonstrate savings greater than the P-Card program in which case MedAssets will receive credit for the incremental savings above what would have been achieved through the P-Card program. Should Jackson not be approved for the credit line, this will not reduce the Guaranteed Savings, Recurring Savings and Targeted Savings. 26.4. SMALL BUSINESS PROGRAM. Contractor (MedAssets Supply Chain Systems) is committed to supporting Jackson's Small Business Program (SBP) and Supplier Diversity initiatives utilizing both our existing supplier portfolio as well as a customized approach. Contractor will work with Jackson to customize the outreach, education, reporting and supplier development programs to ensure the plan supports the Jackson Health System's Small Business Program. Contractor will provide the following as measurable performance criteria in support of this program: 26.4.1. Contractor will provide Jackson with the supporting systems, toots and processes to track SBE contract utilization, such as: o Inclusion of Iocal and small business agreements in the Custom Local Compliance Catalog o Custom and routine reporting mechanisms to track Jackson Health System purchases and monitor growth and compliance. o Executive Dashboard to include Supplier Diversity expenditures 26.4.2. Contractor will work with Small Business Enterprises (SBE), Micro Enterprises (ME) and local businesses to develop potential for inclusion in MedAssets contract portfolio by providing supplier consultation and development activities which may include, but are not limited to: RFP No. 10-5140, Group Purchasing Organization Page 18 of 79 Doc ID: 20101201164 540359 Sertifi Electronic Signature o Providing information to potential local suppliers pertaining to doing business with Group Purchasing Organizations. o Providing information to assist potential local suppliers pertaining to MedAssets' vendor certification process and contracting processes and procedures. o Providing information to potential local suppliers about MedAssets' tools and resources available to contracted suppliers such as marketing opportunities and VendorNet. o Evaluating the potential for regional synergies amongst MedAssets customers in Florida focused on the mutual goal of developing local suppliers. 26.4.3. MedAssets will participate in regional/local business opportunity fairs, educational events and/or workshops in support of the Jackson's Small Business Program as requested, through activities such as: o The MedAssets Client Management team for Jackson may provide information and/or presentations about MedAssets' Supplier Diversity program including an overview of MedAssets' certification, bidding, and supplier selection processes at requested events. o Sponsoring Jackson's Small Business Program events as requested. At least three (3) events per year. o Partnering with the Jackson and Miami -Dade County to provide information on how to navigate the world of group purchasing, and following up with interested suppliers on the process with MedAssets. o Local representative participation in events with and on behalf of Jackson Health System. o Support Customer business opportunity fairs and roundtables by providing referrals for contracted suppliers to meet the needs of Jackson Health System 26.4.4. Contractor's Client Management representatives will meet with the Trust's Small Business Program representatives to discuss in detail how MedAssets can support the economic growth and development of SBE, ME and local businesses. 26.4.5. Contractor's Client Management representatives will meet with Jackson Executives on a regular basis as appropriate and requested by JHS to review Diversity and SBE initiatives, performance metrics, the challenges and successes of the program. 26.4.6. Contractor will invite a Jackson representative to serve on the MedAssets Supplier Diversity Advisory Committee for MedAssets Supply Chain Systems. 26.4.7. Contractor will support Jackson's Small Business and Diversity Programs through MedAssets' affiliation with NMSDC and WBENC National Councils. 26.4.8. Contractor will assist in identifying opportunities for local certified small business enterprises (SBE) within Jackson and the healthcare industry. Through the implementation of the above outreach, education and supplier growth and development initiatives, Contractor will customize our approach to ensure Jackson is provided with the support, reporting and tracking mechanisms necessary to grow the SBE program and help promote the growth and economic success of small businesses in Miami -Dade County. ARTICLE 27. ENTIRE AGREEMENT AND MODIFICATIONS Both parties agree that this Agreement is the entire agreement of the parties therein. This Agreement and its exhibits referenced below set forth the entire agreement and understanding of the parties relating to the subject RFP No. 10-5140, Group Purchasing Organization Page 19 of 79 Doc ID: 20101201164540359 Sertifi Electronic Signature matter hereof, and supersede all prior and contemporaneous agreements, arrangements, or understandings relating to the subject matter hereof. 1) Agreement Pursuant to RFP No.: 10-5140 Schedule 1 - Fee Schedule and Guaranty Schedule 1 - Exhibit A: Request for Sales Tax Exemption Certificate Schedule 1 — Exhibit B-1: Proforma and Fee Payment Examples Schedule 1 — Exhibit B-2: Payment Schedules Schedule 1 — Attachment A: Jackson Initiatives SOW 1: Group Purchasing Program (the "GPO Program") SOW 2: Local Compliance Catalog (the "LCC") SOW 3: Strategic Information Services (the "SI Services") SOW 4: Strategic Information for Pharmacy (the "SI-Fix") SOW 5: Aspen Services (the "Aspen Services") SOW 6: Data Extract Services (the "DE Services") 2) Agreement Exhibit 1 — The Contractor's Proposal response under RFP No. 10-5140, including any revised proposals, accepted by the Trust 3) Agreement Exhibit 2 — RFP No.: 10-5140, as amended by the Trust 4) Agreement Exhibit 3 — PI -IT HIPAA Business Associates Agreement There are no conditions or limitations to this undertaking except those stated therein. This Agreement and any change orders issued hereunder shall not be modified other than in writing, signed by each of the parties hereto. (Remainder of Page intentionally left Blank) RFP No. 10-5140, Group Purchasing Organization Page 20 of 79 Doc ID: 20101201164 540359 Sertifi Electronic Signature IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. Approved for legal sufficiency and form by the Miami -Dade County Attorneys Office MEDASSETS SUPPLY CHAIN SYSTEMS, LLC. E•Signed By; h/attheiv % W]/laert Name: Matthew T. Willaert Title: Deputy General Counsel, SVP Date: 12.1.2010 THE; PUBLIC HEALTH TRUST OF MIAMI.DADE COUNTY, FLORIDA By: Name: Title: President & CEO Date: Eneida O. Roldan Approved for sufficiency as to insurance and liability by the Director of Risk Management / -y~fy Signature" Date Signature ,+ Date RFP No. 10.5140, Group Purchasing Organization Page 21 of 79 Doc ID: 201012011645.10359 Serttri Electron[ Signature SCHEDULE I Monthly Service Fee and Guaranty 1. Definitions. Administrative Fee shall mean a payment from Participating Vendors to MedAssets based upon purchases by Members listed in SOW 1, Schedule 1 through the Program. Aggregate Financial Improvement shall mean the total Financial Improvement signed off on by the Trust pursuant to Section 5.3 over the Term. Aggregate Savings Conunitment shall mean $48,000,000. Committed Purchases shall he the annual Contract Fee Purchases, Committed Purchases Requirement shall be $103,291,415 for the First Savings Period. For the Second Savings Period through the Sixth Savings Period, the Committed Purchases Requirement shall be $151,400,000 of Committed Purchases annually. Guaranteed Savings shall mean: First Period Guaranteed Savings shall mean Thirty Million Dollars ($30,000,000). Second Period Guaranteed Savings shall mean Six Million Five Hundred Thousand Dollars ($6,500,000). Third Period Guaranteed Savings shall mean Eleven Million Five Hundred Thousand Dollars ($I 1,500,000). Initiative or Initiatives shall be any commercially reasonable cost saving or revenue improving opportunity for financial improvement beneficial to Jackson identified by, and recovered primarily through the resources and effort of, MedAssets, an Affiliate, or a MedAssets business partner (e.g. HAP-X) to the Trust or one of its Members. Contract Fee Purchases shall be those purchases by Jackson or its Members of goods or services provided by MedAssets vendors or obtained by Jackson with the assistance of MedAssets including PPI items and excluding 34013 purchases and distribution volume. Monthly Service Fee shall be those fees paid by Jackson as provided for in Section 4 of this Schedule 1. Recurring Savings shall mean that Financial improvement which has previously been accepted by Jackson Section 5.3 of this Schedule 1 during a Savings Period which is maintained in subsequent Savings Pcriod(s). The annualized Financial Improvement determined upon effective date of the specific product category shall be counted in subsequent Savings Periods. Recurring Savings Commitment shall mean: Second Period Recurring Savings shall mean Thirty Million Dollars ($30,000,000) regardless of the actual Financial Improvement achieved in the First Savings Period if less than the First Period Guaranteed Savings conunitnlent. Third Period Recurring Savings shall mean Thirty Six Million Five Hundred Thousand Dollars ($36,500,000) regardless of the actual Financial Improvement achieved in the First Savings Period and the Second Savings Period if less than the First Period Guaranteed Savings and Second Guaranteed Savings commitment. Savings Period shall mean; First Savings Period shall mean the period of the Effective Date of this Agreement and the following 12 months. Second Savings Period shall mean the period of 12 months following the First Savings Period. Third Savings Period shall mean the period of 12 months following the Second Savings Period. Fourth Savings Period shall mean the period of 12 months following the Third Savings Period. Fifth Savings Period shall mean the period of 12 months following the Fourth Savings Period. RFP No. 10.5I40, Group Purchasing Organization Page 22 of 79 Doc ID: 20101201164540359 scrim fiettrantt Signature Sixth Savings Period shall mean the period of 6 months following the Fifth Savings Period. Targeted Savings shall mean Four Million Dollars ($4,000,000) in each of periods three, four and five. 2. Intentionally Omitted 3. Jackson Commitments. Jackson shall: (i) pay the Monthly Service Fees due pursuant to Section 4 of this Schedule 1; (ii) begin implementing all parts of the Program within five (5) days of the Effective Date; (iii) complete implementation of all parts of the Program, including SOW 1, within 45 days from effective date of this Agreement; (iv) to be at a monthly run -rate of $8,607,617 in Contract Fee Purchases within 45 days from effective date of this Agreement; (v) annually meet the Committed Purchases Requirement during each Savings Period; (vi) implementation of a standardization model on all commodities, clinically sensitive items and physician preference items; and (vii) comply with nationally and locally acceptable evidence based models of utilization. In the event that Jackson fails to implement or comply with (vi) or (vii) set forth above, MedAssets may include the amount of Financial Improvement which would have otherwise been achieved but for Jackson's failure to implement or comply with such commitments for purposes of determining whether MedAssets met its Guaranteed Savings commitments for the First Savings Period, the Second Savings Period and the Third Savings Period, which valuation shall be reasonably determined by the Executive Steering Committee as that term is defined in Section 5.7 of this Schedule 1 below. MedAssets and Jackson agree that Section 5.3, Approval Process for Initiatives and Financial Improvements, and Section 5.7, Executive Steering Committee, below will govern all initiatives and financial improvements presented throughout the term of this Agreement. Additionally, Jackson will ensure that all of its personnel who may be necessary or appropriate for the successful implementation of the Services will, on reasonable notice: (i) be available to assist MedAssets' personnel by answering business, technical and operational questions and providing requested documents, guidelines and procedures in a timely manner; (ii) participate in the Services as outlined in the SOW; (iii) participate in progress and other Services related meetings; (iv) contribute to system testing and data integrity testing; and, (v) be available to assist MedAssets or the respective Affiliate with any other activities or tasks required to complete the Services in accordance with the SOW. Any delays caused by Jackson in providing the above may result in a pro rata reduction in the Guaranteed the Recurring Saving and or the Targeted Savings upon reasonable verification of the reduction by Jackson. 4. Monthly Service Fee and Billing. MedAssets shall earn, and Jackson shall pay, a Monthly Service Fee for the Services as calculated below. Payment terms of the Monthly Service Fees are described in section 4.3. 4.1 Monthly Service Fees. The Monthly Services Fee shall be calculated as follows: 4.1.1 First Savings Period. During the First Savings Period, Jackson shall pay a base fee equal to $640,339 per month, for six months, commencing on the Agreement Effective Date (the "First Period Base Fee") (i.e. $3,842,034)). The First Period Base Fee is not subject to refund or reimbursement in the event MedAssets fails to meet its Guaranteed Savings commitment. During any month of the First Savings Period, MedAssets shall issue an invoice, if such an invoice is due based on the below calculation, for the "First Period Financial Improvement Fee" equal to the following: ((Aggregate Financial Improvement as of the date of calculation over the entire Term I$30,000,000) x $7,684,068) — total base fees invoiced to the date of calculation. Any shortfall is addressed below in subsequent Savings Period Financial Improvement Fee calculations. Examples of such calculations are set forth in Schedule 1, Exhibit. B. In no event shall the First Period Base Fees plus the First Period Financial Improvement Fees exceed $7,684,068. 4.1.2 Second Savings Period. During any month of the Second Savings Period, MedAssets shall issue an invoice, if such an invoice is due based on the below calculation, for the "Second Period Financial Improvement Fee" equal to the following: RFP No. 10.5140, Group Purchasing Organization Page 23 o179 Doc ID: 20101201164 540359 Sertlt Electronic Signature (((Aggregate Financial Improvement as of the date of calculation over the entire Term) / $36,500,000) x ($7,684,068 + ($7,684,068 x 80%)) — total fees invoiced to the date of calculation) During any month of the Second Savings Period, MedAssets shall issue an invoice, if such an invoice is due based on the below calculation, for the "Second Period Recurring Savings Fee" equal to the following: ((((Second Period Recurring Savings) / $30,000,000) x $7,684,068) x 20%. In no event shall the Second Period Base Fees plus the Second Period Financial Improvement Fees plus the Second Period Recurring Savings Fee exceed $7,684,068 plus any previously unearned fees earned during the Second Savings Period. 4.1.3 Third Savings Period. During the Third Savings Period, Jackson shall pay a base fee equal to $256,136 per month (the "Third Period Base Fee"). The Third Period Base Fee is not subject to refund or reimbursement in the event MedAssets fails to meet its Guaranteed Savings commitment. During any month of the Third Savings Period, MedAssets shall issue an invoice, if such an invoice is due based on the below calculation, for the "Third Period Financial Improvement Fee" equal to the following: (((Aggregate Financial Improvement as of the date of calculation over the entire Term) / $48,000,000) x ($7,684,068 + ($7,684,068 x 80%) + ($7,684,068 x 80%) — total fees invoiced to the date of calculation (excluding any year 2 or year 3 recurring savings fees)) During any month of the Third Savings Period, MedAssets shall issue an invoice, if such an invoice is due based on the below calculation, for the "Third Period Recurring Savings Fee" equal to the following: ((((Third Period Recurring Savings) / $36,500,000) x $7,684,068) x 20%. In no event shall the Third Period Base Fees plus the Third Period Financial Improvement Fees plus the Third Period Recurring Savings Fee exceed $7,684,068 plus any previously unearned fees earned during the Third Savings Period. 4.1.4 Remainder of Term. In the event MedAssets has achieved the Aggregate Savings Conunitment of $48,000,000 and has met its Recurring Savings commitments in the Second and Third Savings Period, then the Monthly Base Fee shall equal $640,339 per month for the remainder of the Term. In the event MedAssets has not achieved the Aggregate Savings Commitment of $48,000,000, the remaining monthly base fee shall equal $256,136 (i.e. ($7,684,068 x .4) / 12))(the "Remaining Monthly Base Fee"). Additionally, in the event the Remaining Monthly Base Fee is less than $640,339 per month, then MedAssets may invoice a Financial Improvement Fee equal to the amount calculated pursuant to the below formula and paid by the Jackson pursuant to Section 4.3. ((Aggregate Financial Improvement as of the date of calculation over the entire Term / ($48,000,000)) x $7,684,068 x (the Saving Period number in which the calculation is made') - (all fees invoiced under this Section 4.1 as of the date of calculation - any fee shortfall not earned by MedAssets due to a failure in meeting its Recurring Savings commitments in Savings Period 2 or 3). In no event shall the fees exceed $7,684,068 for any Savings Period. 4.2 Targeted Savings Achievement. Provided MedAssets has achieved the Aggregate Savings Commitment in the first three Savings Periods, and MedAssets has exceeded the aggregate Targeted Improvement guaranty for the Third Savings Period, Fourth Savings Period and Fifth Savings Period (i.e. $12,000,000), Jackson shall pay MedAssets the additional fees set forth in the table below (a "Targeted Savings Achievement Fee") which shall based upon the aggregate Financial The parties agree and acknowledge that for the purpose of this equation, the multiplier for the Sixth Savings Period shall equal 5.5 due to the final period only being 6 months. RFP No. 10.5140, Group Purchasing Organization Page 24 of 79 Doc ID: 20101201164 540359 Sertifl Electronic Signature Improvement achieved during the Third Savings Period through and the Sixth Savings Period. The Targeted Savings Achievement Fee shall be: (i) invoiced immediately upon achievement; (ii) paid by Jackson in accordance with the payment terms 'set forth in Section 4.3; and, (iii) shall be in addition to any other fees which may be due under this Agreement. DOCUMENT FINANCIAL IMPROVEMENT IN ACHIEVEMENT FEE YEAR 3, Year 4 AND YEAR 5 1,000,000-1,999,999 250,000 2,000,000-2,999,999 500,000 3,000,000-3,999,999 750,000 4,000,000-4,999,999 1,000,000 5,000,000-5,999,999 1,250,000 6,000,000 — 6,999,999 1,500,000 7,000,000 — 7,999,999 1,750,000 8,000,000 — 8,999,999 2,000,000 9,000,000 — 9,999,999 2,250,000 10,000,000 —10,999,999 2,500,000 11,000,000 —11, 999,999 2,750,000 12,000,000 —12,999,999 3,000,000 In accordance with Section 4.4 below, in the event MedAssets delivers new Targeted Savings exceeding $13,000,000 in Agreement years three (3) through six (6), it shall receive an additional $250,000 in achievement fees for each full $1,000,000 above $13,000,000 in new Financial Improvement. 4.3 Payment Terms. Monthly Base Fees. For any amount invoiced for services rendered during the six (6) months immediately subsequent to the Effective Date, such payment shall not be due for twelve (12) months from invoice date. Thereafter, and for the remainder of the Term, all amounts invoiced shall be due within 45 days of invoice date. Financial Improvement Fees. For amounts invoiced for any Financial Improvement Fees, such payment shall be paid in six (6) equal, monthly payments from the invoice date. Financial Improvement Fees may be invoiced by MedAssets at any time over the Term of the Agreement. Recurring Savings Fees. For amounts invoiced for any Second or Third Period Recurring Savings Fee, such payment shall not be due for six (6) months from invoice date. Any payment due hereunder, or under any other agreement between the parties hereto, which is overdue more than ten (10) days may be deducted by MedAssets from Jackson's earned Shareback as that term is defined in SOW 1. Any other invoice which may be issued under this Agreement shall be paid in accordance with Article 6.4 of the Agreement. 4.4 Maximum Contract Value. Jackson shall have no obligation to pay the Contractor any additional sum in excess of $45,262,373 for services and travel expenses as set forth in this Schedule 1 for the agreed upon services provided SOW 1 through 6 . If additional funding is required, it will be processed pursuant to the prior approval of Jackson. Any services which would be in excess of the cap stated above which are undertaken by MedAssets prior to any written approval by Jackson shall be at MedAssets' sole risk and expense. 5. MedAssets' Commitments. 5.1 MedAssets' Commitments. MedAssets agrees, provided Jackson fulfills its commitments hereunder that: (i) the total improvement in financial performance identified by MedAssets and agreed to by Jackson (the "Financial Improvement") prior to the conclusion of the First, Second and Third Savings Period shall be not Tess than the Guaranteed Savings for such Savings Period; (ii) the Financial Improvement shall be in excess of the Recurring Savings Commitment, (iii) it shall use all commercially reasonable efforts to ensure that the Financial Improvement RFP No. 10-5140, Group Purchasing Organization Page 25 of 79 Doc ID: 20101201164540359 Sert l Electronic Signature is in excess of the Targeted Savings for the Third, Fourth and Fifth Savings Period, (iv) it shall pay within fifteen (15) days of receipt of invoice for the Trust's UHC access fee each Saving Period not to exceed $80,000 per Savings Period, and (v) it will use all commercially reasonable efforts to ensure Jackson is receiving the best pricing available. 5.2 Calculation of Financial Improvement. The calculation of Financial Improvement shall include the following: (i) the annualized effect of implemented cost savings through utilization of the Group Purchasing Program by Jackson (as described at 5.2.1 and SOW 1); (ii) the annualized effect of implemented cost savings, cost avoidance, or revenue increase identified through utilization of the Clinical Pharmacy Consulting Program by Jackson (as described at 5.2.2 and SOW 4); (iii) the annualized effect of implemented cost savings or revenue increase through utilization of any Initiative(s) including, but not limited to, revenues received by approved business partners (e.g. HAP-X) or affiliates; (iv) the annualized effect of implemented cost savings through utilization of the Aspen Program and Service Line Analytics including clinical service line improvements in clinical care delivery and operating process changes, better utilization of resources, human resource efficiencies, process standardization or formulary driven process improvements and other process efficiency initiatives as approved by the Executive Steering Committee pursuant to Section 5.7 below; (v) any Financial Improvement in excess of a Guaranteed Saving or Targeted Savings commitment from a period prior to the current Savings Period; and, (vi) the annualized effect of implemented cost savings through utilization of the MAS goods and services (as described at 5.2.4 and SOW 3). The parties agree and acknowledge that for the purposes of the satisfaction of the Recurring Savings Commitment in the Second through Fifth Savings Periods, in addition to the above, MedAssets may include reoccurring Physician Preference Item Savings and reoccurring cost savings identified through utilization of the Group Purchasing Program achieved during any Savings Period. The Parties agree and acknowledge that any initiative within the scope of this Agreement which is not specifically listed on Schedule 1, Attachment A hereto shall be available to MedAssets pursuant to the approval process set forth in Section 5.3.1 below. In the event that after the Effective Date of this Agreement an initiative is unreasonably withheld from MedAssets, the process described in Section 5.3.3 shall apply. 5.2.1 Calculation of Group Purchasing Program Savings. Cost savings implemented by the Group Purchasing Program shall be calculated by determining the Baseline Cost (as defined below) of each product included in the Baseline Product Set (as defined below) which: (i) was purchased by any Member in the twelve (12) month period immediately preceding the Effective Date; and, (ii) is or becomes available for purchase under the Group Purchasing Program. MedAssets and Jackson shall review the purchasing records of each Member and shall mutually agree to the Baseline Cost, which shall be calculated on a product-by-product/facility-by- facility basis. The Baseline Cost for each product purchased by Jackson shall equal the purchase price most recently paid by Jackson during the twelve (12) month period immediately preceding the Effective Date. The Baseline Costs shall not include the cost of: (i) any product that is not available through the Program (unless MedAssets and Jackson agree that a product available through the Program is the clinical and functional equivalent of a product purchased by Jackson during the twelve (12) month period immediately preceding the Effective Date); or, (ii) any new product that becomes available during the term hereof. Jackson shall provide MedAssets with data for all purchases of Jackson during the twelve (12) month period immediately preceding the Effective Date and MedAssets shall produce periodic reports demonstrating the annualized cost savings identified and implemented during the Savings Period. "Baseline Product Set" shall consist of those products and services purchased by Jackson or its Members for which an Administrative Fee is paid from a Participating Vendor who is not a distributor during the twelve (12) month period immediately preceding the Effective Date: (i) from a Group Purchasing Organization with RFP No. 10-5140, Group Purchasing Organization Page 26 of 79 Doc ID: 20101201164540359 Sertl5 Electronic Signature whom Jackson has or had a purchasing relationship; and, (ii) from MedAssets under an existing or prior agreement. "Cost savings per product" shall be calculated on a facility -by -facility basis and shall equal the annualized difference between the Baseline Cost for the product in question for such facility and the MedAssets' price at the time of conversion for said product by said facility identified and implemented during the Savings Period. All information used in calculating the Group Purchasing Program cost savings during the Savings Period will be subject to independent verification by MedAssets. Jackson shall provide MedAssets with data for all purchases needed to make the above -mentioned calculations and MedAssets shall produce periodic reports demonstrating the annualized cost savings identified. All information used in calculating the cost savings during the Savings Period will be subject to verification and agreement by MedAssets and Jackson. Jackson agrees to provide MedAssets with the information necessary to make such verification. Savings derived from price reductions or rebate increases on products utilized by Jackson immediately preceding the Effective Date shall be accepted, upon validation by Jackson, for the purposes of calculating Financial Improvement unless an error in calculation has been made by MedAssets. 5.2.2 Calculation of Clinical Pharmacy Consulting Program Savings. Clinical Pharmacy Consulting Program savings shall be determined by calculating the sum total of savings implemented for each Clinical Pharmacy Consulting intervention during the Savings Period. The annualized total shall be counted toward the Financial Improvement. 5.2.3 Calculation of Aspen Services Savings. Cost Savings implemented by the Aspen Services shall be as follows: 5.2.3.1 "PPI Baseline Period" shall mean the most recent twelve (12) month period prior to the Effective Date of the Agreement; 5.2.3.2 "PPI Product Class" or "Classes" shall have the meaning set forth in SOW 5, Exhibit A attached hereto and made a part hereof; 5.2.3.3 "Baseline PPI Price" shall consist of the weighted average price paid by Jackson during the PPI Baseline Period for each PPI like product category as defined by PPI Product Class; 5.2.3.4 "Baseline PPI Product Set" shall mean all PPI products purchased by Jackson during the PPI Baseline Period; 5.2.3.5 "MedAssets PPI Price" is the price available to Jackson for PPI products pursuant to contracts negotiated by or for the benefit of Jackson during the Savings Period; 5.2.3.6 "MedAssets PPI Volume" shall equal all PPI volumes of each PPI Product Class used by Jackson Entities identified during the PPI Baseline Period; and, 5.2.3.7 "Total PPI Cost Savings" shall be the sum of the PPI Cost Savings for each PPI Product Class (which shall equal the MedAssets PPI Price minus the Baseline PPI Price for such products in the Baseline PPI Product Set; multiplied by the MedAssets PPI Volume for each Product Class). PPI Cost Savings will also include those savings identified in the areas of pharmacy, lab, blood, clinical preference items, purchased services/commodities, capital equipment, and length of stay (LOS). Savings from baseline LOS for each specific studied patient population shall be counted at no less than $300 per day in direct savings for each day saved. 5.2.4 Calculation of MAS Program Financial Improvement. Financial Improvement deemed achievable by the MAS Program shall be as follows: RFP No. 10-5140, Group Purchasing Organization Page 27 of 79 Doc ID: 20101201164540359 Sertifl Electronic Signature Financial Improvement from SI. The calculation of Financial Improvement from SI shall include: (i) any cost savings opportunities implemented through the Contract Spend Audit; (ii) any cost savings opportunities implemented through the Price Variation Reports; (iii) any cost savings opportunities implemented through Aggregation of Data; (iv) any cost savings opportunities implemented through Non -contract to Contract Conversions; (v) any cost savings opportunities implemented in Supply Vendor Contract Conversions; and, (vi) any cost savings opportunities implemented through Price Standardization of Like/Similar Items or Product Categories. Financial Improvement from SI-Rx. The calculation of Financial Improvement from SI-Rx shall include: (i) any revenue recovered from pricing discrepancies; (ii) any revenue recovered from failure to supply; (iii) any savings implemented from Market Share Reports; and, (iv) annualized implemented savings of Generic Alternative Reports 5.3. Approval Process for Initiatives and Financial Inmprovetuents 5.3.1 Initiatives and Prior Approval by Jackson. To be eligible to be accepted by Jackson as a Financial improvement, the particular initiative underlying the Financial Improvement must have been approved prior to implementation by the Executive Steering Committee pursuant to Section 5.7 which such approval shall not be unreasonably withheld. 5.3.2 Documentation/Calculation of Financial Improvement and Approval by Jackson. During each Savings Period, MedAssets shall prepare and deliver to Jackson periodic reports, not Tess frequently than on a monthly basis of the Financial Improvements, Recurring Savings and Contract Fee Purchases implemented during that period, and cumulative to date, together with MedAssets' assessment of the financial value of each Financial Improvement, and with any supporting documentation in conjunction with MedAssets' automated tools including, but not limited to, Service Line Analytics and Strategic Information. Pursuant to Section 5.7, the Executive Steering Committee shall use best efforts to accept or reject any report and any calculation of Financial Improvement under this section at its regular meetings and in not more than fifteen (15) business days, and shall either: (i) accept the report and/or calculations, or specific portions thereof, by signing and returning to MedAssets a copy thereof; or, (ii) reject the same, or specific portions thereof, by providing MedAssets with a written explanation specifying the reason or reasons for the rejection in detail sufficient to allow MedAssets to review and respond to each specific rejection. In the event that Jackson rejects the report, or any portion of the report, MedAssets shall not count the savings or revenue improvement in its calculation of Financial Improvement, but may resubmit such proposed Financial Improvement in subsequent months. In the event that Jackson fails to either accept or reject the report within the fifteen (15) day period, MedAssets may count the Financial Improvement toward its guaranteed savings commitments. 5.3.3 Pro Rata Reduction in Event of Unreasonable Disapproval. Approval by the Executive Steering Committee, referred to at Section 5.7, of a particular Initiative recommended by MedAssets for Financial Improvement under 5.3.1 shall not be unreasonably withheld provided the Initiative conforms to the scope of this Agreement and does not require a capital investment, additional staffing, a change in PHT by-laws, policies, prevailing agreements or other local, state or federal legislation. Neither shall acceptance by the Executive Steering Committee of a report or calculation of Financial Improvement, or any portion thereof, under 5.3.2, be unreasonably withheld. If a requested approval under either 5.3.1 or 5.3.2 is unreasonably withheld, then the Parties shall reduce the Guaranteed Savings, the Recurring Savings Commitment and/or the Targeted Savings commitment for the applicable period on a pro rata basis for each month that such implementation is delayed, unless such delay is due to the fault of MedAssets. The exact amount of any such Financial Improvement shall be referred to and reviewed by the Executive Steering Committee pursuant to Section 5.7, and shall be based on the amount MedAssets, the MedAssets affiliate or MedAssets business partner, would have achieved if such initiative had been implemented by MedAssets, and not by the actual financial improvement realized by Jackson, if any. 5.4 Limitations on Savings. In the event that: (i) any Covered Facility or Member participating under any SOW has not fully implemented the Services provided thereunder within forty-five (45) days from the Effective Date of this Agreement (unless otherwise provided for in the RFP No. 10-5140, Group Purchasing Organization Page 28 of 79 SOW) then the parties shall reduce the First Savings Period's savings shall reduce the Guaranteed Savings, the Recurring savings Commitment and/or the Targeted Savings commitment on a pro rata basis for each month that such implementation is delayed, unless such delay is due to the fault of MedAssets; and (ii) Jackson has not provided the data required for the Aspen Services within thirty (30) days of the Effective Date of this SOW, and from time to time as reasonably requested by Aspen thereafter, then the Parties shall reduce the Guaranteed Savings, the Recurring savings Commitment and/or the Targeted Savings commitment on a pro rata basis for each month that such implementation is delayed, unless such delay is due to the fault of MedAssets but only for the Savings Period impacted by such delay. In the event that any Member participating in the Aspen Services terminates its engagement with Aspen at any time prior to the end of the scheduled term, then the Parties shall mutually agree to an equitable reduction of the Guaranteed Savings, the Recurring Savings Commitment and/or the Targeted Savings commitment based upon the volume and type of purchases made by such Member. Additionally, if Jackson's Committed Purchases at the conclusion of any Savings Period are Tess than the annual Cotrrn fitted Purchases Requirement, the Guaranteed Savings, the Recurring Savings Commitment and the Targeted Savings shall be reduced in a pro rata manner. If factors outside of MedAssets' and Jackson's control, affect the ability to achieve contract savings targets, both parties agree to renegotiate savings targets and fees. 5.5 Pro Forma & Payment Schedule. The pro forma and payment schedule are attached hereto as Schedule 1, Exhibit B-1 and B-2 for informational purposes only. 5.6 Process Overview. For the purposes of clarification, the parties agree and acknowledge the following as it relates to the undertaking of Initiatives by MedAssets: MedAssets shall analyze certain Jackson data files (including, but not limited to, supply files, patient level detail, general ledger, medical records, resource details, and revenue files), use existing operational expertise, and use proprietary software analysis tools to identify and prioritize potential opportunities in the supply chain, purchased services, Physician Preference Items, Pharmacy, overall operational efficiencies, clinical utilization and standardization. Based on MedAssets' analytics and expertise, opportunities will be identified each such opportunity will be documented, and the savings potential shall be estimated. This information shall be shared with the Executive Steering Committee. The Executive Steering Cornn ittee shall then prioritize those opportunities in a specific work plan for implementation. Depending on the Initiative, MedAssets will provide analytics and expertise necessary to help produce maximum possible efficiencies and savings for Jackson negotiation of new pricing, process changes affecting utilization, standardization of products and redesign of existing clinical service lines or other processes (including but not limited to; patient flow, formularies and length of stay), sourcing of new contracts, "Lean" processes, resource efficiency methods, and any other measures needed to provide maximum possible efficiencies and savings for Jackson. These clinical areas will be defined as surgery (inpatient and outpatient), invasive and non-invasive cardiology (including cvor, cath lab and ep lab), radiation oncology, medical oncology, radiology, vascular lab, emergency department, pharmacy, respiratory therapy, trauma, critical care, and any clinical resources associated with length of stay and patient flow initiatives. MedAssets will also provide on -going tracking and monitoring of the project to assist in the reduction of the above mentioned measures and on- going sustainability and provide savings reports and calculations pursuant to Section 5.3.2, above 5.7 Executive Steering Committee. Upon the Effective Date of the Agreement, the parties agree to form an "Executive Steering Committee" made up of three Jackson voting members consisting of Jackson's Chief Financial Officer, the Chief Medical Officer and the Chief Operations Officer and two non -voting representatives from MedAssets including its Project Leader and Client Executive. The Executive Steering Committee shall meet as needed, but no less frequently than bi-monthly. The voting members of the Executive Steering Committee shall determine the Initiatives to pursue, the priority of Initiatives, and resolve any dispute with regard to the calculation of Financial Improvement. RFP No. 10-5140, Group Purchasing Organization Page 29 of 79 Doc ID: 20101201164540359 Sertifi Electronic Signature The Executive Steering Committee shall review current initiatives and work plans and discuss any specific problems associated within. A color -coordinated sense of urgency may be applied to any such problems: (i) green shall mean on track, (ii) orange shall mean potential issue and (iii) red shall mean critical issue needing immediate attention. RFP No. 10-5140, Group Purchasing Organization Page 30 of 79 Doc ID: 20101201164540359 Sertifi Electronic Signature Schedule 1- Exhibit A Request for Sales Tax Exemption Certificate pursuant to state law, all sales of tangible personal property or taxable services are presumed to be subject to, -unless a properly completed Exemption Certificate or a Direct Pay Permit is 'provided. Facility Name: Facility Street Address: P.O. box: City: State: ZIP Code: ❑ My facility is not exempt from sales tax. (Sales Tax will be applied to purchases where applicable.) ❑ My facility has a Direct Pay Permit. Please provide the direct pay permit to one of the addresses below. OR: ❑ I claim an exemption for the following reason (Check applicable box or boxes): PURCHASE FOR RESALE: Purchase of tangible personal property or taxable services for resale or for use in performing taxable services where such ❑ property becomes a component part of the property upon which the services are performed and will be actually transferred to the purchasers. TAX EXEMPT ORGANIZATIONS: GOVERNMENT — Purchases by governmental agencies and institutions of (1) the United States; (2) the State (including local ❑ governments); and (3) other instrumentality of the state (i.e. hospital districts) which are exempted from sales tax. An exemption certificate from the state is required. NONPROFIT ORGANIZATIONS — Purchases by a corporation or organization which has a current registration certificate and which is exempt from federal income taxes under section 501(c)(3) or (c)(4) of the Internal Revenue Code. An exemption certificate from the state is required. I declare that the information above on my sales tax exemption status is true to the best of my knowledge and belief. Signature of Authorized Party Print Name Date Please Forward Your valid Exemption Certificate or Direct Pay Permit To MedAssets via: E-mail: Exemptioncert@redassets.com Fax: (866) 493-3236 MAIL: MedAssets Managed Tax Services c/o Taxcient, Inc. 500 Sugar Mill Road Bldg A; Ste 150 Atlanta, GA 30350 RFP No. 10.5140, Group Purchasing Organization Page 31 of 79 Doc ID: 20101201164 540359 Sertifi Electronic Signature Schedule 1 Exhibit B-1 Pro Forma/Payment Examples Exhibit B-2 Payment Schedules The Proforma, Payment Examples and Payment Schedules are incorporated by reference and are for informational purposes only. (Remainder of this page intentionally left blank) RFP No. 10-5140, Group Purchasing Organization Page 32 of 79 Doc ID; 20101201164540359 Sertifi Electronic Signature Schedule 1 Attachment A Jackson Initiatives A. The following are current Jackson initiatives, active at this time, which will not be counted towards the savings guarantee for the First, Second or Third Savings Periods. MedAssets may, however, review these initiatives and may receive credit, with the approval of the Executive Steering Committee pursuant to Section 5.7 of Schedule 1, for any additional savings in the same area that exceed and do not impair the amounts listed below. 1) Inventory Management — Omnicell Operations Efficiency (internal operations) Savings: $1,5M 2) Pharmacy Inventory Carousel (internal operations) Savings: $2.0M 3) Retail Pharmacy Management Services (recent contract award) Savings: $1.0M 4) Food and Nutrition Services (pending contract award) Savings: $3.2M 5) Biomedical Engineering Services (pending contract award) Savings: $2.1M 6) Waste Management Services (pending contract award) Savings: $540K The savings numbers above reflect the projected annual amount based on twelve (12) months from contract award. B. Med/Surg Distribution Services is available to MedAssets as a full initiative but only if the value of any contract recommendation represents financial improvement (savings) for Jackson equal to or greater than $4.8M in the first year, and $9M total for five (5) years. RFP No. 10-5140, Group Purchasing Organization Page 33 of 79 Doc ID: 20101201164540359 Sertifi Electronic Signature SOW 1 SCS SOW FOR THE GROUP PURCHASING PROGRAM THIS SOW IS MADE PART OF THE MASTER SERVICFS AGREEMENT DA t EU AS OFTIIE 21`1) DAY OFDECEVTBER, 2010 (THE AGREEVIENT"). 1. GPO Program Term. The GPO Program (the "GPO Program") provided under this SOW shall commence upon the Agreement Effective Date (the "GPO Program Effective Date") and continue for a period of sixty-six (66) months therefrom (the "GPO Program Term"). 2. Covered Facilities. The GPO Program shall be provided to the sites identified on SOW 1, Schedule 1 attached hereto (the "Covered Facilities" or "Members"). 3. Definitions. The following Definitions shall pertain to the GPO Program: Administrative Fee shall mean a payment from Participating Vendors to MedAssets based upon purchases by Members through the GPO Program. Group Purchasing Organization shall mean a business, company, enterprise, joint venture, association, partnership, limited partnership, limited liability company or corporation; organized as a cooperative, for profit or not -for -profit, owned separate and apart of its Members; to provide commodity group purchasing services and/or programs, group contract negotiations and/or ancillary professional, technical or managerial services, or some similar combination of services thereof to its Members. Group Purchasing Sales shall mean Member' s purchases through the GPO Program during the Term of the Agreement. Member shall mean any healthcare provider organization which is owned by, or affiliated with, Jackson. Any non -owned facility or entity shall be mutually agreed on by the parties hereto and shall sign a MedAssets' Access Agreement where such facility or entity shall agree to be bound by the terms hereof. A list of the current Members is attached as Schedule 1 hereto. Jackson represents and warrants it has the legal authorization to execute this Agreement on behalf of those Members. Participating Vendor shall mean any manufacturer, wholesaler or distributor which has executed a Vendor Agreement to sell products or services through the GPO Program. Rebate shall refer to any payment by a Participating Vendor to MedAssets based upon a reduction in price of a product or service sold through the GPO Program identified as a rebate. Report shall mean a report Administrative Fees received by MedAssets based upon Group Purchasing Sales. An example of the Report is attached as Exhibit A. Vendor Agreement shall mean the contracts executed between MedAssets and Participating Vendors pursuant to which Members may purchase products and services. 4. Fees. The GPO Program shall be provided in consideration of the Monthly Service Fee set forth in Schedule 1 of the Agreement. 5. Description, Deliverables and Obligations of the Parties. 5.1 Deliverables. MedAssets shall provide the GPO Program to Jackson in accordance with the terms provided in this SOW. The GPO Program shall consist of the following programs whose goals are to provide the greatest opportunity for economic advantage to Jackson: 5.1.1. The Materials Management - A portfolio of contracts of medical, surgical and capital equipment products consisting of manufacturers and distributors; 5.1.2. The Pharmacy Program - A portfolio of contracts of pharmaceutical and pharmacy related products consisting of manufacturers and wholesalers; 5.1.3. The Clinical Pharmacy Support Services - A portfolio of services consisting of medication information RFP No. 10.5140, Group Purchasing Organization Page 34 of 79 Doc ID: 20101201164 540359 Sertifl Electronic Signature services, disease management programs, formulary management support, clinical pharmacy training, educational programs, assistance with government and Joint Commission on the Accreditation of Healthcare Organizations issues, preferred pricing of clinical pharmacy software, and programs for documenting cost-effectiveness of clinical pharmacy initiatives; 5.1.4. The Laboratory Program - A portfolio of contracts of laboratory products and services consisting of manufacturers, distributors and reference laboratories; 5.1.5. The Dietary Program - A portfolio of contracts of food and food service products (including beverages, capital equipment, small wares and chemicals) consisting of manufacturers, prime vendor distribution and rebate agreements; and, 5.1.6. Any other contracts between MedAssets and Participating Vendors added during the Term. 5.2 Obligations of Jackson. 5.2.1 Primary GPO. Jackson hereby designates MedAssets as the primary Group Purchasing Organization authorized to provide any of the services comprising the GPO Program to Jackson during the term hereof including any all programs and/or tools necessary to increase vendor competition and provide Jackson the greatest economic advantage reasonably obtainable. JHS agrees to utilize MedAssets on a preferred vendor basis, and JHS retains the right to utilize other vendors if MedAssets cannot meet the stated goals for a particular product or service which may include, but shall not be limited to pricing, quantity and quality. JHS shall maintain the ability to self -contract without punitive or negative consequences. 5.2.2 New Sites. Jackson may amend its Schedule 1 of owned sites with written notice to and approval of MedAssets, which such approval shall not be unreasonably withheld. Each new site must comply with the terms hereof including providing a valid DEA number in order to access the Pharmacy Program and sign and Access Agreement if not owned by Jackson. Information about new sites must be provided to MedAssets forty-five (45) days in advance of the month in which purchases are to commence. 5.2.3 Own Use. Jackson hereby represents to and covenants with MedAssets that all purchases made through the GPO Program by Jackson shall be made for Jackson's "own use" and consumption. Jackson shall comply with the "own use" restrictions regarding the use and resale of products and further shall comply with the Prescription Drug Marketing Act of 1987, as applicable. Jackson shall indemnify and hold MedAssets harmless from any and all manner of liability including, but not limited to, costs of defense resulting from any breach by Jackson of this Section 5.2.3. 5.2.4 Construction Contracting. MedAssets provides services for the purchase of construction materials. The Trust will use all commercially reasonable efforts to utilize these services when deemed to be in its best interests. 5.2.5 Executive Review. Jackson and MedAssets agree to conduct semiannual reviews with participation by senior level executives of each Party hereto. Such reviews shall be conducted onsite at Jackson and shall cover matters to include, but not limited to, ongoing Initiatives, success of the program, issues, additional opportunities and knowledge transfer. 5.3 Obligations of MedAssets. 5.3.1 Access. MedAssets shall provide access to the GPO Program to Jackson pursuant to the terms and subject to the conditions hereof. Jackson hereby represents and warrants to MedAssets that it is authorized to enter into this Agreement. The terms and conditions received from Participating Vendor under the GPO Program are dependent upon Jackson' eligibility. 5.3.2 Administrative Fee Disclosure. MedAssets discloses and Jackson acknowledges that during the term of this Agreement MedAssets will receive Administrative Fees from Participating Vendors which are based on purchases made by Jackson. Jackson acknowledges that this Administrative Fee is not fixed at the same amount in each Vendor Agreement, and that the Vendor Agreements provide for Administrative Fees equal to three percent (3%) or less of the purchase price of the goods or services purchased by Jackson under the Vendor Agreements. MedAssets will report to Jackson, in writing, on a basis not less frequently than annually, and to the Secretary of Health and Human Services, on request, the amount received from Participating Vendors with respect to purchases made by or on behalf of Jackson, sorted by Participating Vendor. RFP No. 10-5140, Group Purchasing Organization Page 35 of 79 Doc ID: 20101201164 540359 Sertifl Electronic Signature Jackson understands that the discounted pricing provided as part of the GPO Program, as well as the value of any Services provided at less than full price, is a "discount" within the meaning of 42 U.S.C. Section 1320a-7b(b)(3)(A) of the Social Security Act and the regulations promulgated hereunder at 42 C.F.R. Section 1001.952(h) and that Jackson may have an obligation to report this discount to any state or federal program which provides cost or charge -based reimbursement to Jackson for the items to which the discount applies. 5.3.3 Implementation and Utilization. In addition to the employees set forth in SOW 5, MedAssets shall provide two (2) dedicated representatives to assist Jackson and its Members in implementing and utilizing the Program and shall monitor the performance of the Participating Vendors for the Term of the Agreement. Upon request, Jackson shall assist MedAssets in securing access to invoices, payment and/or receiving documents to resolve any question of Participating Vendor compliance. 5.3.4 Rebate(s). MedAssets shall remit to Jackson one hundred percent (100%) of all Rebate(s) received on purchases made by Jackson. MedAssets shall pay any such Rebate(s) within sixty (60) days of the cumulative value of such Rebate(s) exceeding one -hundred ($100), but in no event more frequently than on a quarterly basis. 5.3.5 Reporting. MedAssets shall provide the Report to Jackson with the Shareback. MedAssets will maintain a sales information database that is based on reports received from Participating Vendors. The database, and all data within it, shall be and remain the property of MedAssets. 5.3.6 Revenue Sharing. MedAssets shall pay Jackson's one hundred percent (100%) of the Administrative Fees derived from Group Purchasing Sales which MedAssets receives from Participating Vendors (the "Shareback") provided that Jackson's has not breached a material term of the Agreement that remains uncured. MedAssets shall pay such earned Shareback upon the cure of any such breach. MedAssets shall pay the earned Shareback within sixty (60) days following the end of each monthly period. In the event this SOW or the Agreement is terminated for any reason whatsoever, any and all obligations to pay future Shareback shall immediately terminate. Notwithstanding anything to the contrary stated herein, MedAssets shall not be obligated to pay Shareback to Jackson in the event that: (i) a Participating Vendor contractually prohibits MedAssets from sharing Administrative Fees with MedAssets' members which as of the Effective Date hereof is limited to Talecris and Eli Lilly. MedAssets shall notify Jackson as soon as practicable of any other vendor so restricting MedAssets ability to share Administrative Fees; (ii) Administrative Fees are received for which a vendor has failed to provide sufficient detail to determine whether they are derived from purchases made by Jackson; or, (iii) a change in law or regulation occurs which prohibits MedAssets from sharing such Administrative Fees with its members. 5.3.7 Ancillary Membership Dues. Provided Jackson is in full compliance with the material terms of the Agreement, MedAssets shall pay, within fifteen (15) days of receipt of invoice from Jackson, Jackson's annual membership fees for their participation in the University Healthcare Consortium academic cohort group for the duration of the Agreement unless such participation is terminated by Jackson. In no event shall the fees paid by MedAssets exceed Eighty Thousand Dollars ($80,000) per Savings Period. 5.3.8 GHX. MedAssets shall fund GHX (or equivalent EDI tool) for the interfaces with Jackson's vendors over the term of the Agreement. In no event will such funding exceed $23,000 per year whether for the fee or any development which may be deemed necessary. 5.3.9 Vendor Obligations. It is understood that MedAssets negotiates all Vendor Agreements and facilitates communication between Members and Participating Vendors. MedAssets agrees to use commercially reasonable efforts: (i) to obtain the most advantageous terms and conditions for Members in its Vendor Agreements and shall use Jackson Member's lowest pricing as the baseline for such negotiations; (ii) to promote competition among vendors for participation in the Group Purchasing Program. ; (iii) to enforce the terms of Vendor Agreements, and to resolve, as practicable, any issues related to Vendor compliance or performance; and, (iv) to assign and to otherwise pass through, for the benefit of the Members, any such Vendor provisions. RFP No. 105140, Group Purchasing Organization Page 36 of 79 Doc ID: 20101201164540359 Sertifl Electronic Signature 6. Additional Terms and Conditions. 6.2 Limited Rights. Except as expressly authorized by this SOW, Jackson has no right to provide access to the application offered in this SOW or to transfer, sublicense or otherwise distribute MedAssets' proprietary content of any Services to any third party. Jackson is not authorized to access the application in any manner to provide service bureau, time sharing or other computer services to third parties. Jackson shall not remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of Services (including any screen displays, etc.) or any other products or materials delivered by MedAssets hereunder. Jackson shall not copy, use, analyze, reverse engineer, decompile, disassemble, translate, convert, or apply any procedure or process to the SLA application in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code for the applications or any trade secret information contained in the application. Licensee does not have the right to alter, maintain, enhance or otherwise modify the application. MedAssets, or the respective Affiliate, is the owner of all modifications and enhancements to the software. Except for the express license granted herein, no other licenses are granted by MedAssets by implication or otherwise. 7. Schedules and Exhibits. The following Schedules and Exhibits are attached thereto and are to be considered an integral part hereof and are incorporated into the Agreement by this reference: SOW 1, Exhibit A: Sample Shareback Report SOW 1, Schedule 1: List of Members RFP No. 10-5140, Group Purchasing Organization Page 37 of 79 Doc ID: 20101201164540359 Sertiff fiectronic Signature SOW 1, EXHIBIT A SAMPLE SHAREBACK REPORT 01/22/2008 00/OT AM _-_ ...__.., l ...,.... -- _ _ _._ __i_._.. ..-. -- - _----_......�.. . _.__� € Report No: 220t1 ID: XXXXXXXXXXX i i i L lY 1 -I NAME I I 9 i I E 1 1 I i i I I I AEI Purche.ee 9/2006 Purchase. Made Pur0haves Mode Perchesaa Made Purchase. Made Purchases Made Through 10/2008 122006 1/2007-3/2007 4/2007. 6/2007 7/2007 - 912007 10/2007 122007 1 • Now Volume New Pees Total Volume T tai Previf s _ New Faan. Fees" -Pe0s Total To1a1 Pr9vloun Fees New Fee. Tote) YD[ume Total Previoue: New FPPa'. FOOs FPaa Total Total i-PPa Previous Fees New - FOPS T tal1 currg t ---�'--' ' VDlum.: Foos Total New Fees Face FacilityName City CI 5T Volume I Fags Volume X%OC;NPmO )Ola Awn IN 0' 0 3B1 9'r 6 0 ru773 14 6 . 6 1.799 52. 11 51 1.025 16 0 2,2711 63 1361 100006 ` Namo Indlanapolls IN 0 0 24,704 497E 497 �0 7,9101 158 11 157 3,512 651 11 85 1.016 30 0 30 267' 01 2721 -Grand Total el Manutacturor Purchases: -1,000 8,148 28.975.569 681,6321 679,827 1,806 30,826,1151 730.570 606.489'. 64.08132,705,076 792,4261 134,9441657.484 28.449,036 640,197 0 640,197 11.111,147; 179,859 1,549,5751 01/22/2008 1o: XXXXXXXXXXXXXXXX 0057 AM € I I Roper[ N0: 2201 NAM I I 1 1 1 i I I I All Purchaser. 9l2006 Porches.. made -._ Pact.ao. Made Pureham. Ma00 Plattotwo Mario Purchaaos Mode 1012007-522007 Through 10l2006. 122008 1l2007.3l2007 4/2907-82007 7/2007 912007 Total— Volumol Now Fees i New Volume Now FOoa Total Previous P.C.. Foos Total Total FePa Prevlouo Fees New Foe Total] Total Previous Foos Now Fees Total Talalleroolool Is FPaa Now Foes Total Cur,9nt Feoa Total New Foos Fact Facility Hama City 5 Volume Velama-, Fee YolumP froesl— Volume Nama Awn W - Maaulecturer Comruct Purchases 0 __ 0'.i 0 0 0! 0 0 0 0 0 0 0 0 0, 3.0281 20 01 30 0 0 30 Nome Indianapolis W 0 ManuhlCwror COnlracl Purchase. = a0 01 0', 0 0 0. 0 0 01 0 0 0 Oj 0 e 0 0 0 0 01/22/2008 ID: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX 08:57 AM .._ ._..-.._.-- L- -------........ I € Report No:2201 EI t NAME 1 1 t I I 1 i Alt Purchases Through 9/2006 Purchases Made 10/2006 - 12/2006 Purchases 1/2007 - Made Purchases Made 4/2007 - 6/2007 Purchases Made 7/2007 - 9/2007 Purchases Made 10/2007- 12/2007 3/2007 Fac # I3 ST Total New Facility Name !City Manufacturers Distributor Manufacturers Distributor Manufacturer Distributor Manufacturer Distributor Manufacturer Distributor ManulacturerDlstrlbutor Fees •••• •••• Name Awn IN 0 0 0 0 6 0 51 0 16€ 30 63 0 167 Nemo Indianapolis IN 0 0 0 0 157 0 85 0 301 0 0 0 272 01/22/2008 08:57 AM I : 1 Report No: 2201 ID:XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX it NAME i Total New Fac #' Facility Name City €ST Med/Surg Pharmacy Laboratary Dietary Others Fees )0000( Name .Awn iIN 1 160 6, 1 i, 0 0f 167 )0000(lName Indianapolis IIN„ _ 77 0 195 0 0 272 [Totals: -I 967,285 625,673 148.027 97,311 i 8 1,838,303 RFP No. 10-5140, Group Purchasing Organization Page 38 of 79 Doc ID: 20101201164540359 Serttfl Electronic Signature SOW 1, SCHEDULE 1 LIST OF MEMBER Jackson Health System 1611 NW 12th Ave Miami FL 33136 Ambulatory Infusion Pharmacy 1611 NW 12th Ave Miami FL 33136 Biscayne Imaging 3801 Biscayne Blvd Miami FL 33137 Central Admixture Prep Services, Inc 3125 Commerce Parkway Miramar FL 33025 Community Health of South Dade 10300 SW 216th Street Miami FL 33190 Corrections Health Services 564 NW 23rd St Miami FL 33127 Corrections Kith Srvs Metro West Detention 13850 NW 41st St Miami FL 33178 Corrections Hlth Srvs Pre -Trial Detention C 1321 NW 13th St Miami FL 33125 Corrections Hlth Srvs Training & Treatment 6950 NW 41st St Miami FL 33136 Corrections Hlth Srvs Turner Gilfrod Knight 7190 NW 41st St Miami FL 33169 Corrections Hlth Srvs Women's Detention Cntr 1401 NW 7th Ave Miami FL 33125 Donnell L. Morris Adolescent Health 3422 NW 187th St Miami FL 33056 Downtown Employee Medical Office 111 NW 1st St, Ste 110 Miami FL 33128 Dr. Rafael A. Penalver Clinic 971 NW 2nd Ave Miami FL 33128 Dunbar Elementary School 505 NW 20th St Miami FL 33127 E.W.F Stirrup 330 NW 97th Ave Miami FL 33172 Feinberg -Fisher Elementary School 1420 Washington Ave Miami Beach FL 33139 Fredrick Douglas Elementary 314 NW 12th St Miami FL 33136 Hialeah Middle School 6027 E 7th Ave Hialeah FL 33013 Human Resource Health Center 2500 NW 22nd Ave Miami FL 33142 Jackson Memorial Hosp Ambulatory Care Cntr 1611 NW 12th Ave Miami FL 33136 Jackson Memorial Hospital 1611 NW 12th Ave Miami FL 33136 Jackson Memorial Long -Term Care Center 2500 NW 22nd Ave Miami FL 33142 Jackson Memorial Perdue Medical Cntr 19590 Old Cutler Rd Miami FL 33157 Jackson North Community Mental Hlth 20201 NW 37th Ave Miami FL 33056 Jackson North Medical Center 160 NW 170th St North Miami Beach FL 33169 Jackson North Mental Health 15055 NW 27th Ave Opalocka FL 33054 Jackson North Specialty & Diagnostic Cntr 14701 NW 27th Ave Opa-Locka FL 33504 Jackson Pediatric Center 1477 NW 8th Ave Miami FL 33136 Jackson South Community Hospital 9333 SW 152nd St Miami FL 33157 Jefferson Reaves Sr. Health Center 1009 Nw 5th Avenue Miami FL 33136 JHS Central Fill 1660 NW 7th Ct Miami FL 33136 JMH ACC Pharmacy 1611 NW 12th Ave Miami FL 33136 JMH Mental Health Hospital Center 1695 NW 9th Ave Miami FL 33136 John H. Peavy Adolescent Health Center 1100 NW 71 st St Miami FL 33150 Juanita Mann Health Center 7900 Nw 27th Ave Miami FL 33147 Liberty City Health Center 1320 NW 62nd St Miami FL 33147 Martin Luther King, Jr Ctinica Campesina 810 W. Mowry Street Homestead FL 33030 Miami Hope Center 1550 N Miami Ave Miami FL 33136 Nautilus Middle School 4301 N Michigan Ave Miami Beach FL 33140 Norland Triplex Full Service Center 19340 NW 8th Ct Miami Gardens FL 33169 North Dade Health Center 16555 NW 25th Ave Miami FL 33054 North Miami Health Center 14101 NW 8th Ave Miami FL 33168 Paim Springs Middle School 1025 W 56th St Hialeah FL 33012 Prevention, Education, Treatment 615 Collins Ave Miami Beach FL 33139 Rosie Lee Wesley Health Center 6601 SW 62nd Ave Miami FL 33143 RFP No. 10-5140, Group Purchasing Organization Page 39 of 79 Doc ID: 20101201164540359 Serttfi Electronic Signature Ruben Dario Middle School 350 NW 97th Ave Miami FL 33172 South Dade Homeless Assistance Center 28205 SW 125th Ave Homestead FL 33030 South Florida AIDS Network 1611 NW 12th Ave Miami FL 33136 Southside Dental Clinic 5798 S.W 68th Street Miami FL 33143 Jackson Memorial Hospital Logistic Center 1100 NW 2Oth ST Miami FL 33136 Jackson North Med. Ctr. Receiving 16951 NW 2ND AVE North Miami Beach FL 33169 RFP No. 10-5140, Group Purchasing Organization Page 40 of 79 Doc ID: 20101201164540359 Sertffl Electronic Signature SOW 2 LOCAL COMPLIANCE CATALOG THIS SOW IS MADE PART OF THE MASTER SERVICES AGREEMENT DATED AS OF THE 211/433 DAY OF DECEMBER, 2010 (THE "AGREEMENT° ). 1. The Local Compliance Catalog Term. The Local Compliance Catalog (the "LCC") provided under this SOW shall commence upon the Agreement effective date (the "LCC Effective Date") and continue for a period of sixty-six (66) months (the "LCC Term"). 2. Covered Facilities. The LCC shall be provided to the Covered Facilities as listed in SOW 2, Schedule 1 attached hereto. 3. Intentionally omitted. 4. Fees, Payment Terms and Expenses. 4.1 Fees. THE FEES SET FORTH IN THIS SECTION 4.1 AND SECTION 4.2 ARE PROVIDED FOR DISCLOSURE PURPOSES ONLY AND ARE PROVIDED IN CONSIDERATION OF THE MONTHLY SERVICES SET FORTH IN SCHEDULE 1. Covered Facilities Set Up Annual Initial Billing Fee Maintenance Tern of SOW Frequency Fee $10,400 $104,000 66 Months Monthly 4.2 Payment Terms and Invoicing. The set up fee for the LCC provided hereunder equals $10,400. The maintenance fee for the LCC provided hereunder equals $104,000 per year. 4.3 Sales Tax Exemption Certificate. In the event that Jackson is a tax-exempt entity, Jackson shall provide its tax- exempt certificate to MedAssets within thirty (30) days of the LCC Effective Date. 5. Deliverables and Obligations of the Parties. MedAssets shall build an LCC containing MedAssets' and Jackson's contracts in order to enable and enhance Jackson's usage of Jackson's contracts with vendors in accordance with the terms of the Agreement (the "Purpose"). 5.1 Jackson's Responsibilities. Jackson agrees and acknowledges that the functionality and accuracy of the LCC depends on the integrity of Jackson's contract files and MedAssets' interaction with personnel from Jackson. Jackson further agrees that the accuracy of the LCC is dependent upon their ability to electronically transmit updated information concerning contract changes and additions to MedAssets in a timely manner in accordance with the scheduled LCC updates. As a result, the following lists of responsibilities may not be all-inclusive, but generally outline the responsibilities required to implement and maintain the LCC. Jackson's responsibilities are as follows: 5.1.1 Development Phase. The development phase is defined as the period after the LCC Effective Date until the initial load of Jackson's contracts into the LCC (the "Development Phase"). During the Development Phase, Jackson shall: (i) provide a specific Jackson designee to act as the MedAssets liaison; (ii) review and work with MedAssets to revise the phases of implementation; (iii) work with the designated MedAssets LCC administrator to add all applicable GPO contracts; (iv) meet specified timelines as mutually agreed upon by the Parties hereto; (v) provide all pertinent Jackson custom contract information to the LCC administrator using the specified contract maintenance worksheet, standard electronic price file format and other electronic documents by the mutually agreed upon timelines; (vi) follow the established contract input process when providing information to the MedAssets LCC administrator; RFP No. 10-5140, Group Purchasing Organization Page 41 of 79 Doc ID: 20101201169 540359 Sertifl Electronic Signature (vii) meet the necessary contract input deadline as mutually agreed upon by the Parties hereto; (viii) provide sufficient technical information and support in the event there are issues related to internet access or system issues that may be related to Jackson's information systems; and, (ix) set aside sufficient time to be trained during implementation based on a mutually agreed upon schedule, location and method. 5.1.2 Maintenance Phase. The maintenance phase is defined as the period after the initial load of Jackson's data into the LCC until the end of the LCC initial Term (the "Maintenance Phase"). During the Maintenance Phase, Jackson shall: (i) provide a designated liaison to interact with the LCC administrator; (ii) provide designated user(s); (iii) provide all pertinent Jackson custom contract information including contract changes to the LCC administrator using the specified contract maintenance worksheet, standard electronic price file format and other electronic documents; (iv) follow the established contract input process when providing information to the LCC administrator; (v) provide Jackson custom contracts and line item pricing with contract changes to the LCC administrator based on established contract management timelines and formats; (vi) maintain locally negotiated contract information within a mutually agreed upon timeframe; (vii) review the list of expiring contracts on a monthly basis and provide MedAssets with updated information, changes, and/or cancellations on expiring contracts prior to the contract expiration date; (viii) proactively notify MedAssets of upcoming price changes, new contracts, and tiers; (ix) Toad price changes into their host MMIS and/or ERP system; (x) maintain correct distributor mark ups and tier settings; (xi) utilize the LCC as part of their daily contract change or item add process; and, (xii) work with the LCC administrator to remove any MedAssets' contracts that should be excluded from the LCC based on this SOW. 5.2 MedAssets' Responsibilities. 5.2.1 Development Phase. During the Development Phase, MedAssets shall: (i) provide a MedAssets designate to manage the development and implementation process; (ii) communicate the phases of LCC development and maintenance; (iii) include all or eliminate any GPO contracts as requested by Jackson in writing or as specified in the Agreement; (iv) input Jackson's custom contracts and line item pricing into the LCC based on the established timelines and electronic document formats; (v) establish a contract load schedule for the Development Phase; (vi) provide sufficient technical and contract administrative support to meet mutually agreed upon development and implementation timelines; (vii) provide Help Desk support Monday -Friday from 7AM-6PM Central Time; (viii) provide LCC training during implementation based on a mutually agreed upon training schedule, location and method; and, (ix) work with Jackson to establish user(s) to act as the catalog liaison to Jackson. 5.2.2 Maintenance Phase. During the Maintenance Phase, MedAssets shall: (i) provide a designated LCC administrator; (ii) act as a resource for Jackson's user(s); (iii) provide sufficient LCC administration support to properly maintain the contract management process for Jackson; (iv) establish a contract load schedule for the Maintenance Phase of this SOW 2; (v) update contract information based on the established schedule; (vi) include all or eliminate any GPO contracts as requested by Jackson in writing or as specified in this SOW; (vii) input Jackson's custom contracts and line item pricing into the LCC based on the established contract management timelines and electronic formats; RFP No. 10-5140, Group Purchasing Organization Page 42 of 79 Doc ID: 20101201164540359 Sertiti Electronic Signature (viii) develop and provide a customized contract maintenance worksheet and standard price file format document to Jackson; (ix) maintain catalog availability except for unforeseen events and special circumstances; and, (x) provide Help Desk support Monday -Friday from 7AM-6PM Central Time.. 6. Additional Terms and Conditions. 6.1 License. MedAssets hereby grants Jackson a non-exclusive, non -assignable, and non -transferable license to access and use the Properties (as defined herein) and Confidential Information (as defined in the Agreement) of the LCC in furtherance of the Purpose. Jackson may not download, upload, copy, print, display, reproduce, publish, post, distribute, or transmit any of the Properties or Confidential Information except as necessary to effectuate the purpose of this SOW 2. 6.2 Information Disclaimer. Nothing contained in the LCC is intended to replace the independent medical judgment of a health care professional and MedAssets' liability for any damages arising out of reliance on the information contained herein shall be limited as set forth in Article 10.3 of the Agreement. 6.3 Discount Disclosure. Jackson understands that the discounted pricing provided as part of the Program may be regarded as a "discount" within the meaning of 42 U.S.C. Section 1320a-7b(3)(A) of the Social Security Act and the regulations promulgated hereunder at 42 C.F.R. Section 1001.952(h) and that Jackson may have an obligation to report this discount to any state or federal program which provides cost or charge -based reimbursement to Jackson, as the case may be, for the items to which the discount applies. 6.4 Limitations and Exclusions. MedAssets shall have no obligation to provide support services for: (i) any professional services provided by MedAssets outside of the scope of this Schedule; (ii) any non-MedAssets computer programs, technology or hardware; (iii) any data conversion, template construction or interface design, other than as specifically set forth solely with respect to Jackson systems and data as provided on the date of the completion of the applicable setup services; (iv) any data conversion, template construction or interface design arising out of or relating to a change in Jackson's system and data at any time during the LCC Term ; and/or, (iv) any MedAssets software that is not the most recent version or release. 6.5 Additional Terms. Jackson hereby grants to MedAssets, and any Affiliate a non-exclusive, fully -paid, royalty -free and irrevocable right and license to use, reproduce, display, modify, create derivative works and disclose in any manner (including the right to prepare and provide comparative pricing benchmarks) any data or information uploaded, provided, sent, transferred or otherwise transmitted by Jackson to MedAssets in connection with the Services (the "Jackson Data"); provided, however, that, other than in connection with the performance of the Services, MedAssets or such Affiliate is prohibited from (and such right and license specifically excludes) the right: (i) to disclose the Jackson Data other than on a non -identifying (anonymous) basis, and (ii) to use or otherwise disclose any protected health information or any other personally identifiable information. 6.6 Schedules. The following Schedules are attached thereto and are to be considered an integral part hereof and are incorporated into the Agreement by this reference: SOW 2, Schedule 1: List of Covered Facilities RFP No. 10.5140, Group Purchasing Organization Page 43 of 79 Doc ID: 20101201164540359 Sertifi Electronic Signature SOW 2, SCHEDULE 1 COVERED FACILITIES Jackson Health System 1611 NW 12th Ave Miami FL 33136 Ambulatory Infusion Pharmacy 1611 NW 12th Ave Miami FL 33136 Biscayne Imaging 3801 Biscayne Blvd Miami FL 33137 Central Admixture Prep Services, Inc 3125 Commerce Parkway Miramar FL 33025 Community Health of South Dade 10300 SW 216th Street Miami FL 33190 Corrections Health Services 564 NW 23rd St Miami FL 33127 Corrections Hlth Srvs Metro West Detention 13850 NW 41st St Miami FL 33178 Corrections Hlth Srvs Pre -Trial Detention C 1321 NW 13th St Miami FL 33125 Corrections Hlth Srvs Training & Treatment 6950 NW 41st St Miami FL 33136 Corrections Hlth Srvs Turner Gilfrod Knight 7190 NW 41st St Miami FL 33169 Corrections Hlth Srvs Women's Detention Cntr 1401 NW 7th Ave Miami FL 33125 Donnell L. Morris Adolescent Health 3422 NW 187th St Miami FL 33056 Downtown Employee Medical Office 111 NW lst St, Ste 110 Miami FL 33128 Dr. Rafael A. Penalver Clinic 971 NW 2nd Ave Miami FL 33128 Dunbar Elementary School 505 NW 20th St Miami FL 33127 E.W.F Stirrup 330 NW 97th Ave Miami FL 33172 Feinberg -Fisher Elementary School 1420 Washington Ave Miami Beach FL 33139 Fredrick Douglas Elementary 314 NW 12th St Miami FL 33136 Hialeah Middle School 6027 E 7th Ave Hialeah FL 33013 Human Resource Health Center 2500 NW 22nd Ave Miami FL 33142 Jackson Memorial Hosp Ambulatory Care Cntr 1611 NW 12th Ave Miami FL 33136 Jackson Memorial Hospital 1611 NW 12th Ave Miami FL 33136 Jackson Memorial Long -Term Care Center 2500 NW 22nd Ave Miami FL 33142 Jackson Memorial Perdue Medical Cntr 19590 Old Cutler Rd Miami FL 33157 Jackson North Community Mental Hlth 20201 NW 37th Ave Miami FL 33056 Jackson North Medical Center 160 NW 170th St North Miami Beach FL 33169 Jackson North Mental Health 15055 NW 27th Ave Opalocka FL 33054 Jackson North Specialty & Diagnostic Cntr 14701 NW 27th Ave Opa-Locka FL 33504 Jackson Pediatric Center 1477 NW 8th Ave Miami FL 33136 Jackson South Community Hospital 9333 SW 152nd St Miami FL 33157 Jefferson Reaves Sr. Health Center 1009 Nw 5th Avenue Miami FL 33136 JHS Central Fill 1660 NW 7th Ct Miami FL 33136 JMH ACC Pharmacy 1611 NW 12th Ave Miami FL 33136 JMH Mental Health Hospital Center 1695 NW 9th Ave Miami FL 33136 John H. Peavy Adolescent Health Center 1100 NW 71st St Miami FL 33150 Juanita Mann Health Center 7900 Nw 27th Ave Miami FL 33147 Liberty City Health Center 1320 NW 62nd St Miami FL 33147 Martin Luther King, Jr Clinica Campesina 810 W. Mowry Street Homestead FL 33030 Miami Hope Center 1550 N Miami Ave Miami FL 33136 Nautilus Middle School 4301 N Michigan Ave Miami Beach FL 33140 Norland Triplex Full Service Center 19340 NW 8th Ct Miami Gardens FL 33169 North Dade Health Center 16555 NW 25th Ave Miami FL 33054 North Miami Health Center 14101 NW 8th Ave Miami FL 33168 RFP No. 10-5140, Group Purchasing Organization Page 44 of 79 Doc ID: 20101201164 540359 Sertlfi Electronic Signature Palm Springs Middle School 1025 W 56th St Hialeah FL 33012 Prevention, Education, Treatment 615 Collins Ave Miami Beach FL 33139 Rosie Lee Wesley Health Center 6601 SW 62nd Ave Miami FL 33143 Ruben Dario Middle School 350 NW 97th Ave Miami FL 33172 South Dade Homeless Assistance Center 28205 SW 125th Ave Homestead FL 33030 South Florida AIDS Network 1611 NW 12th Ave Miami FL 33136 Southside Dental Clinic 5798 S.W 68th Street Miami FL 33143 Jackson Memorial Hospital Logistic Center 1100 NW 20th ST Miami FL 33136 Jackson North Med. Ctr. Receiving 16951 NW 2ND AVE North Miami Beach FL 33169 RFP No. 10-5140, Group Purchasing Organization Page 45 of 79 Doc ID: 20101201164540359 Sertifl Electronic Signature SOW 3 MAS SOW FOR STRATEGIC INFORMATION SERVICES THIS SOW IS MADE PART OFTHE MASTER SERVICES AGREEMENT DAM.) AS OF THE 21\1) DAY OF DECEMBER, 2010 (THE "AGREEMENT ). 1. The Strategic Information Services Term. The Strategic Information Services (the "SI Services") provided under this SOW shall commence upon the Effective Date (the "SI Services Effective Date") and continue for a period of sixty-six (66) months therefrom (the "SI Services Term"). 2. Covered Facilities. The SI Services shall be provided to the Covered Facilities listed in SOW 3, Schedule 1 attached hereto. 3. Intentionally omitted. 4. Fees, Payment Terms and Expenses. 4.1 Fees. THE FEES SET FORTH IN THIS SECTION 4.1 AND SECTION 4.2 ARE PROVIDED FOR DISCLOSURE PURPOSES ONLY AND ARE PROVIDED IN CONSIDERATION OF THE MONTHLY SERVICES SET FORTH IN SCHEDULE 1. Name: Strategic Information Services Covered Facility Set Up Fee Annual Maintenance Fee Initial Term of SOW Billing Frequency $57,000 $190,000 66 Months Monthly 4.2 Payment Terms and Invoicing. The set up fee for the SI Services provided hereunder shall equal $57,000. The maintenance fee for the SI Services provided hereunder shall equal $190,000 per year. 4.3 Sales Tax Exemption Certificate. In the event that Jackson is a tax-exempt entity, Jackson shall provide its tax- exempt certificate to MedAssets within thirty (30) days of the SI Services Effective Date. 5. Description, Deliverables and Obligations of the Parties, 5.1 Description. Jackson has identified the need for consultative services and SI management tools to aggregate, analyze and recomrnend action on purchase order or closed receipt or detailed invoice data for the Covered Facilities. The purpose of the data aggregation is to provide a data repository for all Enterprise Resource Planning (the "ERP") system purchases from the Covered Facilities. The purpose of the analysis is to indicate possible savings and contracting opportunities found in moving non -contracted purchases to MAS or Jackson's negotiated contracts. The analysis also provides information that aids in the maintenance of Jackson's database(s), aggregates spend by category, and shows price variation for each Covered Facility. 5.2 Obligations of Jackson. The success of the SI Services implementation and monthly reporting process depends on the timely receipt and routine delivery of Jackson's purchase order or closed receipt or detailed invoice data to MedAssets as well as MedAssets' interaction with Jackson's personnel. The following lists of responsibilities may not be all-inclusive, but generally outline the responsibilities required to implement and utilize the SI Services. The responsibilities of Jackson are as follows: 5.2.1 Data Submission. Jackson will provide MedAssets its data on a mutually agreed upon and consistent schedule in the specific standardized formats outlined in the MedAssets data requirements provided. All data shall be delivered to a dedicated Fi'P site. Jackson agrees and acknowledges that all data must be submitted on schedule, include all requested data elements, and reflect accurate and agreed upon time periods in order for MedAssets to fulfill its responsibilities herein. Furthermore, MedAssets is under no obligation to provide the SI Services RFP No. 10-5140, Group Purchasing Organization Page 46 of 79 Doc ID: 20101201164540359 Sertifi Eiectronlc Signature described herein or credit monies to Jackson if Jackson fails to supply data necessary to implement the SI Services within ninety (90) calendar days of the SI Services Effective Date during the implementation phase or after the established monthly data receipt date during the maintenance phase. In addition, the file layout of all data submissions shall remain consistent with the initial data submission unless agreed upon in advance and in writing by MedAssets. If standard reports or files do not exist and Jackson Information Systems personnel create a data extraction process (i.e., scripts, etc.), MedAssets requires documentation of this data extraction process. 5.2.2 Date Range of Data. Jackson will provide MedAssets with twelve (12) months of data ending no earlier than the first complete month after the SI Services Effective Date for the implementation phase described below. No prior months of data will be processed by MedAssets unless agreed to under a separate SOW or Amendment. During the subsequent maintenance phase described below, Jackson will provide MedAssets with data monthly thereafter until the last the complete month thirty (30) days prior to the SI Services Term. 5.2.3 Implementation Phase. The implementation phase is defined as the period after SI Services Effective Date until the initial load Jackson's data into the SI Portal (the "Implementation Phase"). During the Implementation Phase, Jackson shall: (i) provide a designee to act as the MedAssets liaison; (ii) review and agree to work with MedAssets to revise the phases of SI Services work flow; (iii) provide MedAssets' technical and support staff contacts and contact information at Covered Facilities; (iv) provide MedAssets the necessary purchase order or closed receipt or detailed invoice data in sufficient time (as mutually determined by Jackson and MedAssets); (v) provide data in MedAssets' specified electronic formats or other mutually agreed upon formats; (vi) collaborate with the designated MedAssets SI Services support staff in the event that data is problematic and does not facilitate the implementation time frame; (vii) meet specified timelines as mutually agreed upon by MedAssets and Jackson; (viii) provide sufficient technical support in the event there are issues related to internet access or system issues that may be related to Jackson's information systems; (ix) develop Jackson's custom catalog per Section 5 of the MedAssets SOW for LCC, if applicable; (x) set aside sufficient time to be trained in the use of Jackson's SI portal and functionality based on a mutually agreed upon training schedule, location and method; (xi) provide MedAssets a list of SI Services portal users and contact information; (xii) coordinate at least one (1) initial meeting between MedAssets' team members and all end users; and, (xiii) remove any data Jackson does not want analyzed by MedAssets before sending files for analysis. 5.2.4 Maintenance Phase. The maintenance phase is defined as the period after the initial load of Jackson's data into the SI portal until the end of the SI Services Initial Term (the "Maintenance Phase"). During the Maintenance Phase, Jackson shall: (i) provide a designated liaison to interact with the MedAssets SI Services analyst; (ii) provide a designated "super user(s)" for Jackson; (iii) provide all pertinent Jackson purchase order or closed receipt or detailed invoice data to MedAssets using the specified file formats within five (5) days of the close of the month; (iv) remove any data they do not want analyzed by MedAssets before sending files for analysis; (v) maintain the accuracy of Jackson's custom catalog per Section 5 of the MedAssets SOW for LCC, if applicable; (vi) commit to attend and participate in a recurring schedule of monthly SI review conference calls; and, (vi) act on all opportunities within thirty (30) days or a mutually agreed upon time frame and provide MedAssets with a formal disposition and sign off on each opportunity and its associated value. If no disposition of each opportunity is provided within thirty (30) days of delivery, then MedAssets will assume that the savings opportunity has been realize.; 5.3 Obligations of MedAssets. 5.3.1 Implementation Phase. During the Implementation Phase, MedAssets shall: (i) implement the SI Services; (ii) develop and maintain a hosted extranet SI Services inquiry website for Jackson; (iii) perform monthly data aggregation and analysis services; RFP No. 10-5140, Group Purchasing Organization Page 47 of 79 Doc 1D: 20101201164 540359 5ertlfl Electronic Signature (iv) post the results of the aggregation and analysis services on the hosted SI portal; (v) communicate the phases of SI Services implementation and maintenance to Jackson's designates; (vi) develop a hosted extranet SI Services inquiry web site; (vii) provide a specific MedAssets designate to manage the development and implementation process; (viii) provide sufficient technical and administrative support to meet mutually agreed upon development and implementation goals and timelines; (ix) work with Covered Facilities' materials managers and/or IT departments to explain the data requirements; (x) establish a data requirements schedule for the development phase; (xi) analyze transactional information from each Covered Facility; (xii) import analyzed information into the SI portal; (xiii) provide Help Desk support Monday -Friday from 7AM-6PM Central Time; (xiv) provide SI Services training during implementation based on a mutually agreed upon training schedule, location and method; and, (xv) work with Jackson to establish a Jackson "super user(s)" to act as the SI Services liaison to the Covered Facilities. 5.3.2 Maintenance Phase. During the Maintenance Phase, MedAssets shall: (i) establish a monthly reporting schedule for the Maintenance Phase. Monthly reporting is dependent on the date of data receipt and validation and scheduling may vary; (ii) provide analyst support to meet the monthly reporting schedule and timelines; (iii) act as a SI Services resource for Jackson's "super user(s)"; (iv) process Covered Facility -reported purchase order or closed receipt or detailed invoice data within thirty (30) days of receipt of complete and accurate data through the SI program; (v) provide access to the SI portal based on the terms and conditions of this SOW; (vi) aggregate purchase order or closed receipt or detailed invoice data such that it can be posted on the SI portal and can be viewed in an aggregated fashion by contract, facility, group and/or region; (vii) provide standard reports hosted on the SI portal; (viii) provide a report generator on the SI portal; (ix) conduct a monthly SI conference call with Jackson to discuss the presentation of savings opportunities that may include the following reports: Contract Price Audit, Price Standardization Analysis, Non - Contract to Contract Conversions, Supply Vendor Contract Conversions, Supply Manufacturer Contract Conversions, and Standardization and Consolidation Opportunities; (x) maintain website availability except for unforeseen events and special circumstances; and, (xi) provide Help Desk and analyst support Monday -Friday from 7AM-6PM Central Time. 6. Additional Terms and Conditions. 6.1 Additional Terns. Jackson hereby grants to MedAssets, and any Affiliate which executes a valid SOW, a non- exclusive, fully -paid, royalty -free and irrevocable right and license to use, reproduce, display, modify, create derivative works and disclose in any manner (including the right to prepare and provide comparative pricing benchmarks) any data or information uploaded, provided, sent, transferred or otherwise transmitted by Jackson to MedAssets in connection with the SI Services (the "Jackson Data"); provided, however, that, other than in connection with the performance of the SI Services, MedAssets is prohibited from (and such right and license specifically excludes) the right: (i) to disclose the Jackson Data other than on a non -identifying (anonymous) basis, and (ii) to use or otherwise disclose any protected health information or any other personally identifiable information. 6.2 License. MAS hereby grants Jackson a non-exclusive, non -assignable, and non -transferable license to access and use the Properties (as defined herein) and Confidential Information (as defined in the Agreement) of the SI Services in furtherance of the Purpose. Jackson may not download, upload, copy, print, display, reproduce, publish, post, distribute, or transmit any of the Properties or Confidential Information except as necessary to effectuate the Purpose. 6.3 Information Disclaimer. Nothing contained in the SI Services is intended to replace the independent medical judgment of a health care professional and MAS' liability for any damages arising out of reliance on the information contained herein shall be limited as set forth in Article 10.3 of the Agreement. 6.4 Limitations and Exclusions. MedAssets shall have no obligation to provide support services for: (i) any professional services provided by MedAssets outside of the scope of this Schedule; (ii) any non-MedAssets computer RFP No. 10-5140, Group Purchasing Organization Page 48 of 79 Doc ID: 20101201164540359 Sertifi Electronic Signature programs, technology or hardware; (iii) any data conversion, template construction or interface design, other than as specifically set forth solely with respect to Jackson systems and data as provided on the date of the completion of the applicable setup services; (iv) any data conversion, template construction or interface design arising out of or relating to a change in Jackson's system and data at any time during the SI Services Tenn ; and/or, (iv) any MedAssets software that is not the most recent version or release. Any failure of Jackson to pay all applicable fees for the SI Services as they come due shall, at MedAssets' sole option, immediately discharge MedAssets of any obligation to provide support services hereunder. 6.5 Discount Disclosure. Jackson understands that the discounted pricing provided as part of the Program, as well as the value of any services provided at less than full price including, but not limited to, the SI Services, may be regarded as a "discount" within the meaning of 42 U.S.C. Section 1320a-7b (3)(A) of the Social Security Act and the regulations promulgated hereunder at 42 C.F.R. Section 1001.952(h) and that Jackson may have an obligation to report this discount to any state or federal program which provides cost or charge -based reimbursement to Jackson, as the case may be, for the items to which the discount applies. 6.6 Schedules. The following Schedules are attached thereto and are to be considered an integral part hereof and are incorporated into the Agreement by this reference: SOW 3, Schedule 1: List of Covered Facilities RFP No. 10-5140, Group Purchasing Organization Page 49 of 79 Doc ID: 20101201164540359 Sertifi Electronic Signature SOW 3, SCHEDULE I Covered Facilities Jackson Health System 1611 NW 12th Ave Miami FL 33136 Ambulatory Infusion Pharmacy 1611 NW 12th Ave Miami FL 33136 Biscayne Imaging 3801 Biscayne Blvd Miami FL 33137 Central Admixture Prep Services, Inc 3125 Commerce Parkway Miramar FL 33025 Community Health of South Dade 10300 SW 216th Street Miami FL 33190 Corrections Health Services 564 NW 23rd St Miami FL 33127 Corrections Hlth Srvs Metro West Detention 13850 NW 41st St Miami FL 33178 Corrections Hlth Srvs Pre -Trial Detention C 1321 NW 13th St Miami FL 33125 Corrections Hlth Srvs Training & Treatment 6950 NW 41st St Miami FL 33136 Corrections Hlth Srvs Tumer Gilfrod Knight 7190 NW 41st St Miami FL 33169 Corrections Hlth Srvs Women's Detention Cntr 1401 NW 7th Ave Miami FL 33125 Donnell L. Morris Adolescent Health 3422 NW 187th St Miami FL 33056 Downtown Employee Medical Office 111 NW 1st St, Ste 110 Miami FL 33128 Dr. Rafael A. Penaiver Clinic 971 NW 2nd Ave Miami FL 33128 Dunbar Elementary School 505 NW 20th St Miami FL 33127 E.W.F Stirrup 330 NW 97th Ave Miami FL 33172 Feinberg -Fisher Elementary School 1420 Washington Ave Miami Beach FL 33139 Fredrick Douglas Elementary 314 NW 12th St Miami FL 33136 Hialeah Middle School 6027 E 7th Ave Hialeah FL 33013 Human Resource Health Center 2500 NW 22nd Ave Miami FL 33142 Jackson Memorial Hosp Ambulatory Care Cntr 1611 NW 12th Ave Miami FL 33136 Jackson Memorial Hospital 1611 NW 12th Ave Miami FL 33136 Jackson Memorial Long -Term Care Center 2500 NW 22nd Ave Miami FL 33142 Jackson Memorial Perdue Medical Cntr 19590 Old Cutler Rd Miami FL 33157 Jackson North Community Mental Hlth 20201 NW 37th Ave Miami FL 33056 Jackson North Medical Center 160 NW 170th St North Miami Beach FL 33169 Jackson North Mental Health 15055 NW 27th Ave Opalocka FL 33054 Jackson North Specialty & Diagnostic Cntr 14701 NW 27th Ave Opa-Locka FL 33504 Jackson Pediatric Center 1477 NW 8th Ave Miami FL 33136 Jackson South Community Hospital 9333 SW 152nd St Miami FL 33157 Jefferson Reaves Sr. Health Center 1009 Nw 5th Avenue Miami FL 33136 JHS Central Fill 1660 NW 7th Ct Miami FL 33136 JMH ACC Pharmacy 1611 NW 12th Ave Miami FL 33136 JMH Mental Health Hospital Center 1695 NW 9th Ave Miami FL 33136 John H. Peavy Adolescent Health Center 1100 NW 71 st St Miami FL 33150 Juanita Mann Health Center 7900 Nw 27th Ave Miami FL 33147 Liberty City Health Center 1320 NW 62nd St Miami FL 33147 Martin Luther King, Jr Clinica Campesina 810 W. Mowry Street Homestead FL 33030 Miami Hope Center 1550 N Miami Ave Miami FL 33136 Nautilus Middle School 4301 N Michigan Ave Miami Beach FL 33140 Norland Triplex Full Service Center 19340 NW 8th Ct Miami Gardens FL 33169 North Dade Health Center 16555 NW 25th Ave Miami FL 33054 North Miami Health Center 14101 NW 8th Ave Miami FL 33168 Palm Springs Middle School 1025 W 56th St Hialeah FL 33012 RFP No. 10.5140, Group Purchasing Organization Page 50 of 79 Doc ID: 20101201164 540359 Sertifl Electronic Signature Prevention, Education, Treatment 615 Collins Ave Miami Beach FL 33139 Rosie Lee Wesley Health Center 6601 SW 62nd Ave Miami FL 33143 Ruben Dario Middle School 350 NW 97th Ave Miami FL 33172 South Dade Homeless Assistance Center 28205 SW 125th Ave Homestead FL 33030 South Florida AIDS Network 1611 NW 12th Ave Miami FL 33136 Southside Dental Clinic 5798 S.W 68th Street Miami FL 33143 Jackson Memorial Hospital Logistic Center 1100 NW 20th ST Miami FL 33136 Jackson North Med. Ctr. Receiving 16951 NW 2ND AVE North Miami Beach FL 33169 RFP No. 10-5140, Group Purchasing Organization Page 51 of 79 Doc ID: 20101201164540359 Sertlfl Electronic Signature SOW 4 STRATEGIC INFORMATION SERVICES FOR PHARMACY THIS SOW IS MADE PART OF THE MASTER ShRVICESAGR AGREEMENT DATEDAS OF THE 2N13 DAY OFDECEMBER, 2010 (THE "AGREEMENT''). I. Strategic Information for Pharmacy Services Term. The Strategic Information for Pharmacy Services (the "SI- Rx Services") provided under this SOW shall commence upon the Agreement Effective Date (the "SI-Rx Effective Date") and continue for a period of sixty-six (66) months therefrom (the "SI-Rx Services Term"). 2. Covered Facility(ies). The SI-Rx Services shall be provided to the Covered Facilities as listed in SOW 4, Schedule 1, attached hereto: 3. Intentionally Omitted. 4. Fee and Expenses. THE FEES SET FORTH IN THIS SECTION 4.1 AND SECTION 4.2 ARE PROVIDED FOR DISCLOSURE PURPOSES ONLY AND ARE PROVIDED IN CONSIDERATION OF THE MONTHLY SERVICES SET FORTH IN SCHEDULE I. Name: Strategic Information for Pharmacy Services Covered Facility Annual Maintenance Fee Initial Term of SOW Billing Frequency $96,403 66 Months Monthly 4.2 Payment Terms and Invoicing. The maintenance fee for the SI-Rx Services provided hereunder equals $96,403 per year. 4.3 Sales Tax Exemption Certificate. In the event that Jackson is a tax-exempt entity, Jackson shall provide its tax- exempt certificate to MedAssets within thirty (30) days of the SI-Rx Services Effective Date. 5. Description, Deliverables and Obligations of the Parties. 5.1 Description. SI-Rx is a supply chain spend and business analytics service specifically designed to meet Jackson's pharmacy needs. 5.1.1 Pricing Discrepancy and Potential Resolution. Pricing Discrepancy and Potential Resolution services include: 5.1.1.1 daily review and resolution of price discrepancies including documentation requirements for credit and rebill process (comparison of invoice, contract and multiple distributors); and, 5.1.1.2 daily review of outstanding price discrepancies (those pending credit and rebilis) 5.1.2 Cost Effective Alternatives. Cost Effective Alternatives services include twice monthly updates including stock status availability at distributor. 5.1.3 Failure to Supply; Guaranteed Supply Reimbursement. Failure to Supply; Guaranteed Supply Reimbursement services include review of failure to supply guaranteed supply products. 5.1.4 Market Share Monitoring. Market Share Monitoring services include: 5.1.4.1 high cost market share basket data; 5.1.4.2 market share incentives and buying opportunities within specified measurement periods; and, 5.1.4.3. quantities required for purchase to optimize tier pricing levels. RFP No. 10.5140, Group Purchasing Organization Page 52 of 79 Doc ID: 20101201164 540359 Sertifi Electronic Signature 5.3 Obligations of Jackson. Jackson agrees and acknowledges that the functionality of the SI-Rx Services depends on the integrity of Jackson's data files and MAS' interaction with personnel from Jackson. These lists of responsibilities may not be all-inclusive, but generally outline the responsibilities required to implement and maintain the SI-Rx Services. Jackson's responsibilities are as follows. 5.3.1 Data Requirements. Data requirements include: 5.3.1.1 obtain data daily via a download from SCS after all of the following conditions have been met: a all Letters of Commitment (LOCs) have been completed; o all contracts have been loaded for the primary distributor; and, o sixty (60) days have passed since the completion of the SCS implementation. 5.3.1.2 data contains invoices from the pharmacy wholesaler to Jackson; and, 5.3.1.3 approve data for release to MAS. 5.3.2 Set-up and Implementation. Set-up and implementation responsibilities include: 5.3.2.1 account implementation activities; 5.3.2.2 account completes account set-up form; 5.3.2.3. testing; and, 5.3.2.4 set-up conference call with account to review forms and processes. 5.4 Obligations of MAS. MAS responsibilities include: 5.4.1 SI-Rx account implementation activities; 5.4.2 loading of Covered Facility information into SI-Rx database; 5.4.3. loading of past invoice activity into SI-Rx database; 5.4.4 testing of SI-Rx Services; 5.4.5. daily processing; and, 5.4.6 set-up conference call with account to review forms and processes. 6. Additional Terms and Conditions. 6.1 License. MAS hereby grants Jackson a non-exclusive, non -assignable, and non -transferable license to access and use the Properties (as defined herein) and Confidential Information (as defined in the Agreement) of the SI-Rx Services. Jackson may not download, upload, copy, print, display, reproduce, publish, post, distribute, or transmit any of the Properties or Confidential Information except as necessary. 6.2 Information Disclaimer. Nothing contained in the SI-Rx Services is intended to replace the independent medical judgment of a health care professional and MAS' liability for any damages arising out of reliance on the information contained herein shall be limited as set forth in Article 10.3 of the Agreement. 6.3 Discount Disclosure. Jackson understands that the discounted pricing provided as part of the Program, as well as the value of any services provided at less than full price including, but not limited to, the Merge Technology Services, may be regarded as a "discount" within the meaning of 42 U.S.C. Section 1320a-7b (3)(A) of the Social Security Act and the regulations promulgated hereunder at 42 C.F.R. Section 1001.952(h) and that Jackson may have an obligation to report this discount to any state or federal program which provides cost or charge -based reimbursement to Jackson, as the case may be, for the items to which the discount applies. 6.4 Limitations and Exclusions. MedAssets shall have no obligation to provide support services for: (i) any professional services provided by MedAssets outside of the scope of this Schedule; (ii) any non-MedAssets computer programs, technology or hardware; (iii) any data conversion, template construction or interface design, other than as specifically set forth solely with respect to Jackson systems and data as provided on the date of the completion of the applicable setup services; (iv) any data conversion, template construction or interface design arising out of or relating to a change in Jackson's system and data at any time during the SI-Rx Services Term ; and/or, (iv) any MedAssets software that is not the most recent version or release. Any failure of Jackson to pay all applicable fees for the SI-Rx Services as they come due shall, at MedAssets' sole option, immediately discharge MedAssets of any obligation to provide support services hereunder. RFP No. 10-5140, Group Purchasing Organization Page 53 of 79 Doc ID: 20101201164540359 Sertifi Electronic Signature 6.5 Schedules. The following Schedules are attached thereto and are to be considered an integral part hereof and are incorporated into the Agreement by this reference: SOW 4, Schedule 1: List of Covered Facilities RFP No. 10-5140, Group Purchasing Organization Page 54 of 79 Doc ID: 20101201164540359 Sertffi Electronic Signature SOW 4, SCHEDULE 1 Covered Facilities Jackson Health System 1611 NW 12th Ave Miami FL 33136 Ambulatory Infusion Pharmacy 1611 NW 12th Ave Miami FL 33136 Biscayne Imaging 3801 Biscayne Blvd Miami FL 33137 Central Admixture Prep Services, Inc 3125 Commerce Parkway Miramar FL 33025 Community Health of South Dade 10300 SW 216th Street Miami FL 33190 Corrections Health Services 564 NW 23rd St Miami FL 33127 Corrections Hlth Srvs Metro West Detention 13850 NW 41st St Miami FL 33178 Corrections Hlth Srvs Pre -Trial Detention C 1321 NW 13th St Miami FL 33125 Corrections Hlth Srvs Training & Treatment 6950 NW 41 st St Miami FL 33136 Corrections Hith Srvs Turner Gilfrod Knight 7190 NW 41 st St Miami FL 33169 Corrections Hith Srvs Women's Detention Cntr 1401 NW 7th Ave Miami FL 33125 Donnell L. Morris Adolescent Health 3422 NW 187th St Miami FL 33056 Downtown Employee Medical Office 111 NW 1st St, Ste 110 Miami FL 33128 Dr. Rafael A. PenaEver Clinic 971 NW 2nd Ave Miami FL 33128 Dunbar Elementary School 505 NW 20th St Miami FL 33127 E.W.F Stirrup 330 NW 97th Ave Miami FL 33172 Feinberg -Fisher Elementary School 1420 Washington Ave Miami Beach FL 33139 Fredrick Douglas Elementary 314 NW 12th St Miami FL 33136 Hialeah Middle School 6027 E 7th Ave Hialeah FL 33013 Human Resource Health Center 2500 NW 22nd Ave Miami FL 33142 Jackson Memorial Hosp Ambulatory Care Cntr 1611 NW 12th Ave Miami FL 33136 Jackson Memorial Hospital 1611 NW 12th Ave Miami FL 33136 Jackson Memorial Long -Term Care Center 2500 NW 22nd Ave Miami FL 33142 Jackson Memorial Perdue Medical Cntr 19590 Old Cutler Rd Miami FL 33157 Jackson North Community Mental Hlth 20201 NW 37th Ave Miami FL 33056 Jackson North Medical Center 160 NW 170th St North Miami Beach FL 33169 Jackson North Mental Health 15055 NW 27th Ave Opa-locka FL 33054 Jackson North Specialty & Diagnostic Cntr 14701 NW 27th Ave Opa-Locka FL 33504 Jackson Pediatric Center 1477 NW 8th Ave Miami FL 33136 Jackson South Community Hospital 9333 SW 152nd St Miami FL 33157 Jefferson Reaves Sr. Health Center 1009 Nw 5th Avenue Miami FL 33136 JHS Central Fill 1660 NW 7th Ct Miami FL 33136 JMH ACC Pharmacy 1611 NW 12th Ave Miami FL 33136 JMH Mental Health Hospital Center 1695 NW 9th Ave Miami FL 33136 John H. Peavy Adolescent Health Center 1100 NW 71st St Miami FL 33150 Juanita Mann Health Center 7900 Nw 27th Ave Miami FL 33147 Liberty City Health Center 1320 NW 62nd St Miami FL 33147 Martin Luther King, Jr Clinica Carnpesina 810 W. Mowry Street Homestead FL 33030 Miami Hope Center 1550 N Miami Ave Miami FL 33136 Nautilus Middle School 4301 N Michigan Ave Miami Beach FL 33140 Norland Triplex Full Service Center 19340 NW 8th Ct Miami Gardens FL 33169 North Dade Health Center 16555 NW 25th Ave Miami FL 33054 RFP No. 10.5140, Group Purchasing Organization Page 55 of 79 Doc ID: 20101201164540359 Sertif nectronic Signature North Miami Health Center 14101 NW 8th Ave Miami FL 33168 Palm Springs Middle School 1025 W 56th St Hialeah FL 33012 Prevention, Education, Treatment 615 Collins Ave Miami Beach FL 33139 Rosie Lee Wesley Health Center 6601 SW 62nd Ave Miami FL 33143 Ruben Dario Middle School 350 NW 97th Ave Miami FL 33172 South Dade Homeless Assistance Center 28205 SW 125th Ave Homestead FL 33030 South Florida AIDS Network 1611 NW 12th Ave Miami FL 33136 Southside Dental Clinic 5798 S.W 68th Street Miami FL 33143 Jackson Memorial Hospital Logistic Center 1100 NW 20th ST Miami FL 33136 Jackson North Med. Ctr. Receiving 16951 NW 2ND AVE North Miami Beach FL 33169 RFP No. 10-5140, Group Purchasing Organization Page 56 of 79 Doc ID: 20101201164540359 Sertifi Electronic Signature SOW 5 ASPEN SERVICES THIS SOW IS MADE PART OF THE MASTER SERVICES AGREEMENT DAIEDASOFTHE 2 ' DAY OFDE{"FMBER,2010 (THE"AGREF'vIENr`). 1. Aspen Services Term. The Aspen Services (the "Aspen Services") to be provided under this SOW shall commence upon the Agreement Effective Date and continue until such time as the Aspen Services set forth hereunder are completed (the "Aspen Services Term"). The Parties agree and acknowledge that the Aspen Services Term shall be approximately sixty-six (66) months from the Effective Date. 2. Covered Facility(ies). The Aspen Services shall be provided to the Covered Facility(ies) as listed in Schedule 1, attached hereto 3. Definitions. The following definitions shall pertain to the Aspen Services. Bug shall mean a defect in the application that causes it to operate incorrectly or otherwise not in conformity with its applicable specifications Error shall mean a verifiable programming error, logic error, or Bug within the application. FTE shall mean full time equivalent person. Jackson's Data shall mean any data or information uploaded, provided, sent, transferred or otherwise transmitted by Jackson to Aspen in connection with the Aspen Services. Jackson -Aspen Strategic Sourcing Department shall mean Aspen employees who will work on this project. The number and/or type of Aspen employees utilized on the project may vary according to project activities, savings requirements, and expertise required. Maintenance Modification shall mean a revision or modification thereto which provides correction or which otherwise is intended to remedy the reported and verifiable non -conformity of the application with its applicable specifications Module(s) shall mean, for the purposes of this SOW, those services or programs set forth within this SOW. PPI shall mean Physician Preference Item(s). Service Line Analytics shall mean an on -demand business intelligence tool that gathers, interprets and reports clinical, financial and cost data. SLA quantifies achievable opportunities by service line and provides clear direction for change management to impact clinical supply costs and utilization. 4. Fees and Expenses. 4.1 Fees. THE FEES SET FORTH IN THIS SECTION 4.1 ARE PROVIDED FOR DISCLOSURE PURPOSES ONLY AND ARE PROVIDED IN CONSIDERATION OF THE MONTHLY SERVICES SET FORTH IN SCHEDULE 1. 4.1.1 Analysis for Expense Management and Implementation Fee. The total fee for analysis and implementation of expense management equals $12,144,000 in the First Savings Period; $4,360,000 in the Second Savings Period; and $3,200,000 in the Third Savings Period. 4.1.2 Service Line Analytics Fee. The fee for service line analytics ("SLA") equals $330,000 annually (the "SLA Annual Fee"). 4.2 Sales Tax Exemption Certificate. In the event that Jackson is a tax-exempt entity, Jackson shall provide its tax- exempt certificate to MedAssets within thirty (30) days of the Aspen Services Effective Date. 4.3 Staffing. The following staffing model shall be used to provide the Services set forth herein, and may be modified by the parties from time to time: RFP No. 10-5140, Group Purchasing Organization Page 57 of 79 Doc ID: 20101201164 540359 Serti5 Electronic Signature 4.3.1 26 Aspen FTEs shall be assigned to Jackson in the First Savings Period to serve as the Jackson -Aspen Strategic Sourcing Department. 14 FTEs shall be assigned to Jackson in the Second Saving Period and 10 FTEs shall be assigned to Jackson in the Third Savings Period. The FTEs stated above shall stay for longer durations in the event there are any unsatisfied guaranteed savings commitments for the applicable Savings Period and shall remain until such time as MedAssets has submitted, in good faith, a Financial Improvement report (as set forth in Schedule 1) demonstrating that it has met the applicable Savings Guaranty. Aspen shall have sole responsibility for hiring any such Aspen FTEs and shall be responsible for providing compensation, insurance coverage and benefits to these employees. Notwithstanding anything to the contrary stated herein shall the minimum threshold of employees by period be less than stated above regardless of where such employees are located. For any Savings Period in which dedicated FTE's are assigned to Jackson, on average half of the dedicated FTE's will be onsite at any given time, commencing no later than thirty (30) days from the Agreement Effective Date. 4.3.2 Aspen FTEs will be both remotely and locally -based in South Florida. Locally -based Aspen FTEs will utilize their home office and/or space designated within Jackson by Jackson as their primary work location. Aspen staff members will be deployed and will work with the Jackson system on an ongoing basis. A tentative description of the deployment of resources on this project is included as Exhibit C. If so desired by any Jackson facility, Aspen staff working at such Jackson facility may be required to complete all routine new employee orientation activities required by that facility, and will be issued a Jackson identification badge. Bios or resumes for all dedicated FTE's (onsite or remote) will be submitted to Jackson's Project Manager in advance of the FTE being placed on the project. Jackson will have the right to review and approve recommended Aspen staff for these assignments, with such approval not unreasonably withheld. Jackson may request the removal or change of an Aspen staff member in the event of performance failures or other specific issues. Jackson must notify Aspen in writing of any request for a staff change and Aspen will be provided thirty (30) days to address the issue with the staff member. If at the end of the thirty (30) day period, Jackson reasonably determines that the issue has not been resolved, Aspen will agree to make the staff change within a subsequent thirty (30) day period. 4.4 Knowledge Transfer and Transition Plan. Commencing no later than six (6) months after the Effective Date Aspen and Jackson will jointly develop a transition plan to migrate responsibilities of the Aspen team to Jackson. The transition plan will include details on full and effective knowledge transfer to Jackson staff and support the achievement of sustainable financial improvements. This knowledge transfer will be completed before there is a reduction in the number of on -site FTE's. This transition will continue in phases over the first thirty-six (36) months of the relationship, and will coincide with the proposed staffing plan. Commencing eighteen (18) months after the Effective Date, with Aspen's approval which shall not be unreasonably withheld, Jackson may begin to offer permanent Jackson positions to current Aspen staff on the project. Should Jackson wish to convert Aspen employees to Jackson employees, Aspen and Jackson will work together to ensure a smooth transition. 5. Description, Deliverables and Obligations of the Parties. Aspen shall provide consulting services to: (i) reduce costs associated with the purchase of PPI, clinical supplies, and commodity products through various competitive bidding strategies including but not limited to the negotiation of improved acquisition pricing and also improved utilization patterns where appropriate; (ii) reduce the contracted costs for certain purchased services (for example, telecom, laundry, hazardous waste, helicopter, etc.) through competitive bidding processes and/or contract renegotiation at lower prices; (iii) reduce pharmacy costs by improving utilization of certain high -impact pharmaceuticals for targeted patient populations and identify opportunities for improved reimbursement; (iv) analyze, evaluate and recommend operational efficiencies in supply chain, support services and clinical services lines and JHS Centers of Excellence; (v) provide ongoing tracking, communication of decisions and financial results reporting throughout each Jackson hospital utilizing the Value Management System ("VMS"); and (vi) provide SLA for the term of this agreement to assist with reduction and monitoring of supply costs, utilization, and outcomes measures. 5.1 Develop the Project Baseline and Identify Cost Reduction Opportunities. The Parties shall collaborate in the development and verification of a project baseline against which project results will be measured. Aspen shall: (i) provide, and Jackson will complete, a standard data request that includes such items as patient discharge data, supply cost data, vendor contracts and other data and information related to the purchase and utilization of RFP No. 10-5140, Group Purchasing Organization Page 58 of 79 Doc ID; 20101201164 540359 Sertifi Electronic Signature PPI, clinically sensitive, pharmacy items, commodities, purchased services, and other resource costs. All data shall be provided by the Jackson in advance of Aspen's initial site visit; (ii) analyze Jackson's Data and information to validate and assess current purchasing patterns and prices, pricing opportunities, physician utilization patterns, clinical demand -matching opportunities, resources and staffing, and identify opportunities for cost reduction; (iii) calculate the cost savings potential by measuring current aggregate costs and clinical and operational practices compared to Aspen's experience and targets. The difference between Jackson's beginning aggregate variable costs and utilization, and best practice in Aspen's experience, will be the source of the quantified supply cost, purchased services, and resource cost reduction opportunities for Jackson; (iv) provide the project baseline to Jackson's project coordinator for validation; (v) request, and Jackson will arrange, interviews with relevant clinical and business management staff, materials management staff and other clinical and ancillary departmental staff and key physicians to complete the baseline information; (vi) present the baseline information to the hospital executive team, specialty physicians and other management and clinicians to provide project overview, discuss rationale, present comparative data and cost reduction strategies. Aspen and Jackson will agree upon the strategies and timeline that will be followed to achieve cost savings; (vii) deliver summary reports of all of the baseline opportunities including all annualized baseline cost management opportunities identified to date; and, (viii) provide an overview of currently available and compliant physician engagement and staff engagement strategies, and recommendations regarding whether Jackson should consider implementing one or more of these methods to achieve optimal project outcomes. 5.2 Implementation of Cost Reduction Strategies. Aspen shall facilitate the implementation process to execute all reasonable actions identified and endorsed by hospital administration to reduce some or all of the following: clinical supply costs; pharmacy utilization costs; purchased services costs; supply chain operations costs, and resource costs. In furtherance of this purpose, Aspen shall, subject to the restrictions on access to Confidential Information set forth in the Agreement: (i) provide a preliminary implementation work plan, prior to contract execution, which shall be updated from time to time by the Parties hereto as each reasonably deems necessary, based on the areas of opportunity identified and as validated and modified by the data to be provided by the Trust upon Agreement execution. The finalized implementation work plan shall be produced not later than thirty (30) days after the Agreement execution, and such finalized work plan may similarly be updated from time to time by the Parties hereto. Following review with Aspen, and any necessary modifications to accommodate other initiatives in place at Jackson, Jackson's project leader shall sign off on the initial plan and timelines. Modifications to the project plan and timelines will be made as needed throughout the project by mutual agreement of Aspen and Jackson; (ii) provide an experienced team of consultants to direct the on -site work, including all key meetings involving physicians; (iii) facilitate implementation activities with hospital clinical and business staff and physicians, including on -site meetings, ongoing data analysis and regular project status conference calls; (iv) provide meeting agendas, data analysis, recommendations for vendor negotiation strategies and assistance with structuring and completing vendor negotiations; and, (v) assist Jackson's staff to finalize contracts that achieve lower pricing, operationalize pharmacy utilization changes and implement changes in supply chain operations and support staff work flow; and, (vi) work with Jackson to determine or agree to a final analysis of annualized cost savings for sign -off by Jackson project leader. 5.3 SLA. Aspen shall provide access to (i) the Service Line Analytics Tool ("SLA Tool") for the entire SOW 5 Term; and (ii) a consultant coach ("Consultant Coach") in order to evaluate, interpret and quantify service line metric indicators for the reduction and maintenance of supply costs. Indicators will be reported online in a directed analytic path that will allow for physician engagement and ongoing meaningful interactions. Information is updated on a quarterly basis to reflect key trends in opportunities and maintenance. Support will be provided by Aspen to help identify savings initiatives. SLA gives hospital executives the ability to isolate, measure and manage costs with ongoing access to accurate, significant metrics such as: (i) Gross profit margin by case (ii) Net profitability by case, procedure and service line (iii) Physician payer inix, reimbursement and profitability by case, procedure and service line (iv) Detailed costs and supply utilization profiles by physicians, by case: RFP No. 10.5140, Group Purchasing Organization Page 59 of 79 Doc ID: 20101201164 540359 Seriifi Electronic Signature o Physician preference item utilization o Demand matching comparisons by physician o Utilization of specific pharmaceuticals by physician o Utilization of specific med-surg supplies by case (v) Specific utilization patterns for all other cost drivers per case including LOS, OR times, and ancillary utilization (vi) Patient demographic information by case and by physician (vii) Complication and co -morbidity information 5.3.1 SLA Process. The scope of the project shall be completed in the following steps: 5.3.1.1 Setup Period. Aspen will facilitate the scripting of repeatable data transfers from Jackson systems to Aspen. Aspen will help identify the systems from which data can be accessed, define all required fields and establish a timeline for data submission for the term of the project. In order to expedite this process, Aspen shall be allowed to access the people and systems necessary to develop electronic data transfer protocols with the support of facility executive teams. These activities may be conducted remotely or on -site if needed. 5.3.1.2 Develop the Project Baseline and Identify Cost Reduction Opportunities. The Parties shall collaborate in the development and verification of a project baseline against which project results will be measured. During this step, the procedure set forth in Section 5.1 (i), (ii), (iii) and (vi) of this SOW shall apply. 5.3.1.3 Produce On -Going Opportunities Ouantification. During this step, Aspen shall: (i) develop an agreed upon schedule of data extractions on a quarterly basis; (ii) quantify revised supply cost savings opportunities; (iii) measure and track progress toward improvement; and, (iv) identify any new opportunities for cost savings. 5.3.1.4 Provide a Consultant Coach. In the First through the Third Savings Period, the role of Consultant Coach (also known as SLA Manager) will be provided as part of the dedicated Jackson FTEs as outlined in Section 4.3 of this SOW. During this period, the Consultant Coach shall be available for onsite and remote support as needed by Jackson to ensure appropriate training of Jackson staff on successful use of the tool. Reasonable efforts will be made to hold comprehensive training with groups of Jackson staff at regular intervals so as to maximize the knowledge transfer and time of those involved. In the Fourth and Fifth Savings Periods of the Agreement, Aspen shall continue to provide a Consultant Coach with the following minimum requirements: (i) Each Covered Facility will have a named Consultant Coach for the support of SLA and strategy development; (ii) The Consultant Coach will be onsite to conduct staff interviews with service line leaders and executive staff. The purpose of these interviews is to understand the hospital culture in order to present opportunities that are realistic, achievable, and reflect any current initiatives. Physician interviews will be conducted as appropriate and at the request of the hospital project sponsor; (iii) Consultant Coaches will provide a minimum of four (4) on -site visits per year to present the results of the most recent opportunities evaluation to the project sponsor and/or executive team; and, (iv) At the request of Jackson, Consultant Coaches are also available to meet with active implementation teams, physicians, technology assessment teams and others as needed while on -site. Consultant Coaches are available via phone or LiveMeeting for questions, problem solving, strategy determination, and physician engagement initiatives on a daily basis during regular business hours from Monday -Friday, 8am-5pm, Mountain Standard Time. RFP No. 10-5140, Group Purchasing Organization Page 60 of 79 Doc ID: 20101201164 540359 Sertifl Electronic Signature 5.3.2 SLA Deliverables. Aspen shall provide the following: (i) facilitation of the scripting of the data elements required. Once a complete data set is received, Aspen will marry the implant cost and demand information with the patient billing and utilization data to develop a complete picture of current clinical practice and utilization. The purpose is to present a full evaluation of opportunity with respect to comparative clinical and cost targets; (ii) transformation and loading of cleaned data into the SLA Tool; (iii) configuration of the SLA application with facility specific information including the definition of user defined fields; (iv) user setup for as many users as dictated by Jackson; (v) systems administration and management setup; (vi) development of file import templates to enable ongoing automated processing of incoming hospital data; (vii) web -based remote training for content search tool following contract execution; (viii) as needed product training and education. This training may be delivered onsite or remotely; and, (ix) customizable e-mail alerts based upon selected documents and saved searches. 5.4 Jackson's Responsibilities. 5.4.1 General Responsibilities. Jackson shall: (i) assign an overall Executive liaison and project coordinator to act as Aspen's liaison with Jackson; (ii) assign appropriate resources to participate in the Aspen process. Such resources shall include, but are not limited to, providing clerical support to arrange meeting rooms and audiovisual support, providing meeting notification and providing meeting minutes consistent with standards in place for process improvement activities at Jackson; (iii) ensure the project timeline designed at the project outset and agreed to by Aspen and Jackson is maintained, and that assignments accepted by hospital staff or physicians are completed in a timely manner such that the project timeline is observed. Assignments may include small group meetings for specific tasks to be conducted by Jackson without Aspen on -site facilitation; (iv) ensure that Jackson physicians elect only cost reduction strategies that result in clinically appropriate reductions in utilization of services, clinically appropriate standardization, clinically -based algorithms for demand -matching or other supply choice guidelines, or a combination thereof; (v) adhere to the project timeline. Propose no delays to the project timeline due to availability of hospital or physician staff to support the project schedule; (vi) provide requested data so that project results can be measured and reported; (vii) validate the project baseline by signature of Jackson's project coordinator; and, (viii) ensure all reasonable opportunities identified by Aspen and supported as reasonable by the hospital administration and physicians are agreed to and supported by Jackson senior and departmental managers and are fully implemented. 5.4.2 SLA Data Requirements. The data files listed below are examples of what will be needed to be submitted as part of the setup and thereafter for the remainder of this SOW. The initial data pull will require twelve (12) months of data to initialize the SLA Tool. Thereafter, quarterly data submission is required. Jackson agrees and acknowledges that all data must be submitted on schedule, and include all requested data elements and reflect accurate time periods in order for Aspen to fulfill its responsibilities hereunder. Data elements include: (i) Decision Support Information (including patient demographics, diagnosis code file, procedure code file, outpatient CPT file, physician tile, detailed charge file, charge master file, patient physician file) (ii) Vendor Management Contract Summary File (iii) Closed Receipt File (iv) OR/Cath Lab Procedure and Implant Log (v) Pharmacy 8020 Report (vi) General Ledger Detail (specific to supply spend) (vii) Medicare Cost Report (viii) Purchase Aspen Services Statistics (ix) Mark -Up Formula/Schedule (x) Organization and Leadership Chart (including conflict of interest policies) (xi) Case Mix Report RFP No. 10-5140, Group Purchasing Organization Page61 of79 Doc ID: 20101201164540359 Serti6 Electronic Signature 5.5 Aspen's Responsibilities. Aspen shall: (i) provide sufficient data processing, data analysis and clerical resources; (ii) work closely with the identified Jackson project coordinator on all aspects of project management; (iii) facilitate activities of cost reduction teams that follow the project timeline. Teams may include physicians, hospital clinical staff, hospital materials management staff and others as needed to implement the cost reduction opportunities; (iv) adhere to the project timeline. Propose no delays to the project timeline due to availability of Aspen's resources or consulting staff to support the project schedule; (v) Aspen will propose only cost reduction strategies that result in clinically appropriate reductions in utilization of services, clinically appropriate standardization, clinically -based algorithms for demand -matching or other supply choice guidelines, or a combination of these. Models of care that are put in place will be designed according to national benchmarks of utilization at quality programs and will be designed to guide but in no way limit physician choices regarding care of their patients; and, (vi) measure and report the results of the project. 6. Additional Terms and Conditions. 6.1 Project Timeline. Implementation is a dynamic process. Aspen will outline proposed completion dates by savings opportunity in a work plan within the first sixty (60) to ninety (90) days after the Effective Date. SLA shall commence once implementation activities are complete, and continue for the SOW 5 Term. The timeline may fluctuate due to availability of data, complexity of programs or services to be addressed, availability of physicians, vendor responsiveness, and ability to achieve consensus within the Jackson organization. 6.2 Right to Review. In executing the Agreement, Jackson authorizes Aspen to act as its designated agent in reviewing and discussing Jackson's confidential vendor pricing and other vendor or other information that is proprietary to Jackson. Notwithstanding anything to the contrary stated herein, each of the Parties to this SOW covenants and agrees with the other that it will neither request nor accept from the other Party any document or other information which that Party has agreed with any third party is confidential and cannot be disclosed. 6.3 Support Aspen Services. Jackson shall only be eligible to receive support services hereunder if: (i) it has paid all accrued fees associated with the Aspen Services; and, (ii) it is not otherwise in default or violation of any material provision of the Agreement or this SOW. 6.4 Software Maintenance. Aspen will use its commercially reasonable efforts to correct Errors in the Modules which are reported in writing or via email by Jackson by issuing either (a) corrected information, such as a correction or corrected documentation, if the Error is reasonably classified by Aspen as an Error in the documentation or (b) Maintenance Modifications, if the Error resides in the operation of the code of the application itself. Any Maintenance Modifications to the application that may be proposed by Jackson are subject to agreement on the terms and specifics of the work product, and Aspen shall be under no obligation to make any requested modifications. 6.5 Email, Telephone and Onsite Support. Aspen will provide reasonable email and phone support for Error corrections to Jackson regarding the operation of the application, during regular business hours, which are Monday through Friday, 8:00 a.m. — 5:00 p.m. Mountain Standard Time. This time cannot be used for onsite days or special projects. 6.6 Training. Aspen shall provide training and training materials to Jackson on the support, use, and technical functions of the application. 6.7 Limitations and Exclusions. Aspen shall have no obligation to provide support services for: (i) any professional services provided by Aspen outside of the scope of the Agreement or this SOW; (ii) any non -Aspen computer programs, technology or hardware; (iii) any data conversion, template construction or interface design, other than as specifically set forth solely with respect to Jackson's systems and data as provided on the date of the completion of the applicable setup services; (iv) any data conversion, template construction or interface design arising out of or relating to a change in Jackson's system and data at any time during the Aspen Services Term; and/or, (iv) any Aspen software that is not the most recent version or release. Any failure of Jackson to pay all applicable fees for the Aspen Services as they come due shall, at Aspen's sole option, immediately discharge Aspen of any obligation to provide support services hereunder. 6.8 Limited Rights. Except as expressly authorized by this SOW, Jackson has no right to provide access to the application offered in a SOW or to transfer, sublicense or otherwise distribute the Aspen's proprietary content of any Aspen RFP No. 10-5140, Group Purchasing Organization Page 62 of 79 Doc ID: 20101201164540359 Sertifl Electronic Signature Services to any third party. Jackson is not authorized to access the application in any manner to provide service bureau, time sharing or other computer services to third parties. Jackson shall not remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of Aspen Services (including any screen displays, etc.) or any other products or materials delivered by Aspen hereunder. Jackson shall not copy, use, analyze, reverse engineer, decompile, disassemble, translate, convert, or apply any procedure or process to the application in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code for the applications or any trade secret information contained in the application. Licensee does not have the right to alter, maintain, enhance or otherwise modify the application. Aspen, or the respective Participating Affiliate, is the owner of all modifications and enhancements to the software. Except for the express license granted herein, no other licenses are granted by Aspen by implication or otherwise. 6.11 Ownership. Jackson hereby grants to Aspen, and any Participating Affiliate a non-exclusive, fully -paid, royalty -free and irrevocable right and license to use, reproduce, display, modify, create derivative works and disclose in any manner (including the right to prepare and provide comparative pricing benchmarks) Jackson's Data; provided, however, that, other than in connection with the performance of the Aspen Services, Aspen is prohibited from (and such right and license specifically excludes) the right (i) to disclose Jackson's Data other than on a non -identifying (anonymous) basis and (ii) to use or otherwise disclose any protected health information or any other personally identifiable information. 6.12 Schedules & Exhibits. The following schedule and exhibits are attached thereto and are to be considered an integral part hereof and are incorporated into this SOW by reference: SOW 5 - Exhibit A: PPI Product Classes SOW 5 - Exhibit B: Hardware Requirements SOW 5 — Exhibit C: Tentative Organization and Resource Structure SOW 5 — Schedule 1: List of Covered Facilities RFP No. 10-5140, Group Purchasing Organization Page 63 of 79 Doc ID: 20101201164540359 Sertit Electronic Signature Cardiac Rhythm Management Pacemakers Pacemaker leads AICD Defibrillators Cardiac Resync Therapy ICD Defibrillator leads EP Catheters Sheath Introducers Cardiac Interventional Bare Metal Stents Drug Eluting Stents Interventional Catheters Atherectomy Products Balloons Diagnostic Catheters Diagnostic Wires & Guidewires Sheath / Introducers Closure Devices Septal Repair Products Cardiac Surgery and Vascular Surgery Mechanical Heart Valves Tissue Heart Valves Repair Products Perfusion Products (various) Intra-Aortic Balloons Vascular Grafts Peripheral Interventional Stents Endoluminal grafts Interventional Catheters Atherectomy Catheters Balloons Diagnostic Catheters Diagnostic Wires & Guidewires Sheath / Introducers Thrombus Management Joint Replacement Primary Hips Primary Knees Partial Hips Bone Cement Revision Cases Other Joints SOW 5 - EXHIBIT A PPI PRODUCT CLASSES Trauma Plates & Screws IM Fixation Cannulated Screws Hip Screws Misc. Internal Fixation External Fixation Spine Metals — Cervical by Level Metal — Lumbar by Level Interbody Fusion Cages Machined Bone Neuro Stimulator Barrier Osteobiologics Bone Morphogenic Protein (BMP) Bone & Tissue Purchased Aspen Services / Supply Chain Equipment Repair & Maintenance Utilities — Electricity Utilities — Telecommunications Linen & Laundry Reprocessing Transcription Agency staffing Custom Packs Records Storage & Document Management Reusable Med/Surg Items Pharmaceutical Drug Categorizations Antibiotics Analgesics GP IIB/IIIA Platelet Inhibitors Thrombin Inhibitors ACEI/ARB s Beta Blockers Low Molecular Weight Heparin RFP No. 10-5140, Group Purchasing Organization Page 64 of 79 Doc ID: 20101201164540359 Sertifi E#ectronlc Signature SOW 5 - EXHIBIT B HARDWARE REQUIREMENTS FOR SLA The Modules currently have the following hardware requirements, which may need to be upgraded periodically: 1. Always on high speed Internet connection for transmitting data to Aspen 2. Any of the following supported platforms (i) Windows XP SP2: Internet Explorer 6.X or 7.0 (ii) Windows 2000: Internet Explorer 5.5 SP2 and Internet Explorer 6.0 or 7.0 3. Minimum video/computer display capabilities of 1024 x 768 pixels. 4. Minimum client computer hardware requirements are 1.1 GHz processor, 1 GB of system memory, and 500 MB of available hard disk space. Recommended client computer hardware requirements are 1.8 GHz processor, 2 GB of system memory and 500 MB of available hard disk space. 5. Enable Jackson's network to allow email from the following domain(s): *.medassets.com *.aspenhealthcare.com 65 Doc ID: 20101201164540359 Sertifi Electronic Signature FTE Project Executive EXHIBIT C ETE'S BY SAVINGS PERIOD Year 1 Year 2 Year 3 Year 4 Year 1 1 0.5 0.1 al PPI Pill Lead 1 Ortho/Traurna/Bone 1 Spine Cardiovascular 1 1 Pharmacy 0.5 0.5 Blood 0.5 Data Analysts 3 Business Analysts 2.5 Sourcing Aspen Sourcing Lead 1 1 0.5 0.1 Q1 Service Line - Med/Surg 1 1 1 Service Line - oR/Surg 1 1 1 Service Line - Radiology 1 1 Service Line -Lab 1 1 Service line - Non -Clinical 1 1 1 Sourcing Data Analyst 2 1.5 1 0.1 0.1 Clinical Subject Matter Expert Clinical Value Analysis Project Coordinator 3 1 1 3 1 1 2.5 1 1 0.75 1 0.5 0.25 1 a SIA SIA Manager 1 0,5 0.5 0.1 (k1 TOTAL Savings Period One 26 66 4 10 2.65 1.85 Doc ID: 20101201164540359 Su tin Eiectronit Signature Savings Period Two Savings Period Three 67 Doc ID: 20101201164540359 Sertift Electronic Signature 68 Clinical Vafue Ataalysls Doc ID: 20101201164540359 Sertifi Electronic Signature SOW 5, SCHEDULE 1 Covered Facilities Jackson Health System 1611 NW 12th Ave Miami FL 33136 Ambulatory Infusion Pharmacy 1611 NW 12th Ave Miami FL 33136 Biscayne imaging 3801 Biscayne Blvd Miami FL 33137 Central Admixture Prep Services, inc 3125 Commerce Parkway Miramar FL 33025 Community Health of South Dade 10300 SW 216th Street Miami FL 33190 Corrections Health Services 564 NW 23rd St Miami FL 33127 Corrections Filth Srvs Metro West Detention 13850 NW 41st St Miami FL 33178 Corrections Hlth Srvs Pre -Trial Detention C 1321 NW 13th St Miami FL 33125 Corrections Hlth Srvs Training & Treatment 6950 NW 41st St Miami FL 33136 Corrections Hlth Srvs Tumor Gilfrod Knight 7190 NW 41st St Miami FL 33169 Corrections Hlth Srvs Women's Detention Cnt 1401 NW 7th Ave Miami FL 33125 Donnell L. Morris Adolescent Health 3422 NW 187th St Miami FL 33056 Downtown Employee Medical Office 111 NW lst St, Ste 110 Miami FL 33128 Dr. Rafael A. Penalver Clinic 971 NW 2nd Ave Miami FL 33128 Dunbar Elementary School 505 NW 20th St Miami FL 33127 E.W.F Stirrup 330 NW 97th Ave Miami FL 33172 Feinberg -Fisher Elementary School 1420 Washington Ave Miami Beach FL 33139 Fredrick Douglas Elementary 314 NW 12th St Miami FL 33136 Hialeah Middle School 6027 E 7th Ave Hialeah FL 33013 Human Resource Health Center 2500 NW 22nd Ave Miami FL 33142 Jackson Memorial Hosp Ambulatory Care Cntr 1611 NW 12th Ave Miami FL 33136 Jackson Memorial Hospital 1611 NW 12th Ave Miami FL 33136 Jackson Memorial Long -Term Care Center 2500 NW 22nd Ave Miami FL 33142 Jackson Memorial Perdue Medical Cntr 19590 Old Cutler Rd Miami FL 33157 Jackson North Community Mental Hlth 20201 NW 37th Ave Miami FL 33056 Jackson North Medical Center 160 NW 170th St North Miami Beach FL 33169 Jackson North Mental Health 15055 NW 27th Ave Opalocka FL 33054 Jackson North Specialty & Diagnostic Cntr 14701 NW 27th Ave Opa-Locka FL 33504 Jackson Pediatric Center 1477 NW 8th Ave Miami FL 33136 Jackson South Community Hospital 9333 SW 152nd St Miami FL 33157 Jefferson Reaves Sr. Health Center 1009 Nw 5th Avenue Miami FL 33136 JHS Central Fill 1660 NW 7th Ct Miami FL 33136 JMH ACC Pharmacy 1611 NW 12th Ave Miami FL 33136 JMH Mental Health Hospital Center 1695 NW 9th Ave Miami FL 33136 John H. Peavy Adolescent Health Center 1100 NW 71 st St Miami FL 33150 Juanita Mann Health Center 7900 Nw 27th Ave Miami FL 33147 Liberty City Health Center 1320 NW 62nd St Miami FL 33147 Martin Luther King, Jr Ciinica Campesina 810 W. Mowry Street Homestead FL 33030 Miami Hope Center 1550 N Miami Ave Miami FL 33136 Nautilus Middle School 4301 N Michigan Ave Miami Beach FL 33140 Norland Triplex Full Service Center 19340 NW 8th Cl Miami Gardens FL 33169 North Dade Health Center 16555 NW 25th Ave Miami FL 33054 North Miami Health Center 14101 NW 8th Ave Miami FL 33168 Palm Springs Middle School 1025 W 56th St Hialeah FL 33012 Prevention, Education, Treatment 615 Collins Ave Miami Beach FL 33139 69 Doc ID: 20101201164540359 Sertifi Electronic Signature Rosie Lee Wesley Health Center 6601 SW 62nd Ave Miami FL 33143 Ruben Dario Middle School 350 NW 97th Ave Miami FL 33172 South Dade Homeless Assistance Center 28205 SW 125th Ave Homestead FL 33030 South Florida AIDS Network 1611 NW 12th Ave Miami FL 33136 Souihside Dental Clinic 5798 S.W 68th Street Miami FL 33143 Jackson Memorial Hospital Logistic Center 1100 NW 20th ST Miami FL 33136 Jackson North Med. Ctr. Receiving 16951 NW 2ND AVE North Miami Beach FL 33169 70 Doc ID: 20101201164 540359 Sert41 Electronic Signature SOW 6 DATA EXTRACT SERVICES THAT THIS SOW IS MADE PART OFTHE MASTER SERVICES AGREEMENT DA'l LD AS OF IRE 2ND DAY OFDECEMBER, 2010 (THE "AGREEMENT ). 1, The Data Extract Services Term. The Data Extract Services (the "DE Services") provided under this SOW shall commence shall upon the Agreement Effective Date and continue until for sixty-six (66) months from the Effective Date (the "DE Services Term"). 2. Covered Facilities. The DE Services shall be provided to the Covered Facilities as listed in Schedule 1 of this SOW. 3. Fees. THE FEES SET FORTH IN THIS SECTION 3 ARE PROVIDED FOR ➢ISCLOSURE PURPOSES ONLY AND ARE PROVIDED IN CONSIDERATION OF THE MONTHLY SERVICES SET FORTH IN SCHEDULE 1. The fees for the Services set forth in this Section 3 equal shall equal $6000 annually. 4. Description, Deliverables and Obligations of the Parties. 4.1 Level I: Initial Data Extract. MedAssets shall provide a standard data extract from the MedAssets CDQuick program (the "CDQ") or Jackson specific local compliance catalog (the "LCC"). This data extract shall be provided in the standard McdAssets file format as described in Exhibit A and will be delivered via File Transfer Protocol (the "FTP") or email. If the standard MedAssets file format or delivery mechanism is unacceptable, MedAssets must receive a written specification of the desired file layout, format and other requirements. Once received, MedAssets will review and determine if the request can be accommodated in the desired specification and establish an appropriate timeline and cost for delivery. MedAssets will be unable to provide any additional fields that are not listed in Exhibit A. If a custom specification is approved by MedAssets, Jackson will be required to sign the Data Extract Specification Acceptance Certificate as more fully described in Exhibit C attached hereto before any data is provided to Jackson. After the data extract is provided to Jackson, Jackson will review the data extract and sign off on its format and content via the Data Extract Acceptance Certificate as more fully described in Exhibit D attached hereto within thirty (30) calendar days of delivery. If neither the Data Extract Acceptance Certificate nor any requests for changes that are consistent with the approved Data Extract Specification are received by MedAssets from Jackson within thirty (30) calendar days of the delivery of the Data Extract Deliverable, acceptance of the Data Extract Deliverable will be automatically granted by Jackson. 4.2 Level IL Maintenance Data Extract (Optional). MedAssets shall provide an updated file (insert Frequency) delivered via FTP or email in the designated format. Subsequent revisions or alterations to the format or delivery mechanism will affect the timelines and deliverable. MedAssets may revise the Data Extract Specification required to make reasonably requested changes and Jackson will be charged an amount to be mutually agreed to by the Parties hereto. 4.3 Data Inclusions/Exclusions. MedAssets shall provide data for providers listed in Exhibit B attached hereto. MedAssets will only provide data for the specific contracts and specific tiers that Providers are actively utilizing. Jackson shall be responsible for building and maintaining a list of the specific contracts to be supplied, and shall notify MedAssets of any changes to that list as they occur. 4.4 Changes to Data Formats and/or System Architecture. Any changes to Jackson's data formats during the DE Services Term will require MedAssets to modify the maintenance to accommodate the changed format. Subject to availability, MedAssets will use commercially reasonable efforts to provide data under this SOW, on a time and materials basis, as necessary to accommodate the changed format. Moreover, in the event Jackson undergoes a future system conversion or major system restructuring, additional fees may be necessary for setup, linking to the LCC, or other procedures, and the related additional services may be provided by MedAssets pursuant to a separately agreed to SOW. Material changes are those changes which require additional efforts beyond the scope of this SOW on the part of MedAssets to insure that the data can be processed. 4.5 Data Accuracy. MedAssets shall endeavor to collect and catalog an accurate representation of contract data. In order to determine which price(s) to provide, MedAssets is responsible for maintaining the appropriate tier settings and cost 71 Doc ID: 20101201164 540359 Sertifi Electronic Signature plus markups in the LCC. MedAssets is not responsible for the accuracy and makes no warranties regarding the data provided. MedAssets will be responsible for researching and resolving those discrepancies under this SOW if a discrepancy is discovered between the data provided by MedAssets and some third party source or vendor. 5. Additional Terms and Conditions. 5.1 Additional Terms. Jackson hereby grants to MedAssets, and any Participating Affiliate which executes a valid SOW, a non-exclusive, fully -paid, royalty -free and irrevocable right and license to use, reproduce, display, modify, create derivative works and disclose in any manner (including the right to prepare and provide comparative pricing benchmarks) any data or information uploaded, provided, sent, transferred or otherwise transmitted by Jackson to MedAssets in connection with the DE Services (the "Jackson Data"); provided, however, that, other than in connection with the performance of the DE Services, MedAssets is prohibited from (and such right and license specifically excludes) the right: (i) to disclose the Jackson Data other than on a non -identifying (anonymous) basis, and (ii) to use or otherwise disclose any protected health information or any other personally identifiable information. 5.2 License. MAS hereby grants Jackson a non-exclusive, non -assignable, and non -transferable license to access and use the Properties (as defined herein) and Confidential Information (as defined in the Agreement) of the DE Services in furtherance of the Purpose. Jackson may not download, upload, copy, print, display, reproduce, publish, post, distribute, or transmit any of the Properties or Confidential Information except as necessary to effectuate the Purpose. 5.3 Information Disclaimer. Nothing contained in the DE Services is intended to replace the independent medical judgment of a health care professional and MAS' liability for any damages arising out of reliance on the information contained herein shall be limited as set forth in Article 10.3 of the Agreement_ 5.4 Discount Disclosure. Jackson understands that the discounted pricing provided as part of the Program, as well as the value of any services provided at less than full price including, but not limited to, the DE Services, may be regarded as a "discount" within the meaning of 42 U.S.C. Section 1320a-7b (3)(A) of the Social Security Act and the regulations promulgated hereunder at 42 C.F.R. Section 1001.952(h) and that Jackson may have an obligation to report this discount to any state or federal program which provides cost or charge -based reimbursement to Jackson, as the case may be, for the items to which the discount applies. 5.5 Limitations and Exclusions. MedAssets shall have no obligation to provide support services for: (i) any professional services provided by MedAssets outside of the scope of this SOW; (ii) any non-MedAssets computer programs, technology or hardware; (iii) any data conversion, template construction or interface design, other than as specifically set forth solely with respect to Jackson systems and data as provided on the date of the completion of the applicable setup services; (iv) any data conversion, template construction or interface design arising out of or relating to a change in Jackson's system and data at any time during the DE Services Term; and/or, (iv) any MedAssets software that is not the most recent version or release. 6. Exhibits. The following exhibits are attached hereto and are to be considered an integral part hereof and are incorporated into this SOW by reference: SOW 6, Exhibit A: Data Extract Requirements and File Formats (example only) SOW 6, Exhibit B: List of Providers for whom data is to be provided (example only) SOW 6, Exhibit C: Data Extract Specification Acceptance Certificate (example only) SOW 6, Exhibit D: Data Extract Deliverable Acceptance (example only) SOW 6, Schedule 1: List of Covered Facilities 72 Doc ID: 20101201164540359 Sertifl Electronic Signature SOW 6, EXHIBIT A DATA EXTRACT FILE STANDARDS File Format Specifications BYIABC Health System112341100 South Main StreetlAnytownlCA192868-4507 MFIBIO-RAD Laboratories1204611000 Alfred Nobel DrivelHerculeslCAl94547 SEICardinal Health12721Scientific Products DivisionlMcGaw ParklIL160085-678711/1/200111/l/201113 HEADILB000411Quality Control Productsll lManufacturer Price 1 Product Line Code: 16/1/200715/31/201013 LINI12311ANA HOMOGENEOUS LIQ 3XO.5MLIBXI31861 18/1/200815/31/2010 LINI12311ANA HOMOGENEOUS LIQ 3X0.5ML1EA11128.671 18/1/200815/31/2010 LINI1241IANA HOMOGENEOUS LIQ 4X1.OMLIBXI41901 18/1/200815/31/2010 LINI12411ANA HOMOGENEOUS LIQ 4X1.OMLIEA11122.51 18/1/200815/31/2010 BY = Facility information that the file is for (Name, Number, Address) MF = Manufacturer Information (Name, ID, Address) SE = Distributor/Supplier Information (Name, ID, Address, Supplier Begin Date, Supplier End Date, Hierarchy) HEAD = Contract Header (MedAssets Contract Number, Contract Description, Tier Level, Tier Description, Begin Date, End Date, Hierarchy) LIi T = Each line items data (Manufacturer Item Number, Distributor Item Number (will be blank) , Description, Unit of Measure Description, Unit of Measure Quantity, Price for that unit of measure, Product Line Code, Item Begin Date, Item End Date) Hierarchy: 3 = MedAssets GPO Contract, 2 = Custom Advantage Tier Contract (MedAssets negotiated on behalf of the customer), 1 W Locally Negotiated Contract Field Name Row Naine Source Comments Facility Name BY MedAssets Facility name Facility Number BY MedAssets Unique ID assigned by MedAssets Facility Street Address BY MedAssets Facility street address Facility City BY MedAssets Facility city Facility State BY MedAssets Facility state Facility Zip BY MedAssets Facility zip code Manu Name MF MedAssets Manufacturers name Manu ID MF MedAssets Unique manufacturer ID assigned by MedAssets Manu Street Address MF MedAssets Manufacturer street address Manu City MF MedAssets Manufacturer city Manu State MF MedAssets Manufacturer state Manu Zip MF MedAssets Manufacturer zip code Distr Name SE MedAssets Distributor/Supplier name Distr ID SE MedAssets Unique distributor/supplier ID assigned by MedAssets Distr Street Address SE MedAssets Distributor/Supplier street address Distr City SE MedAssets Distributor/Supplier city Distr State SE MedAssets Distributor/Supplier state Distr Zip SE MedAssets Distributor/Supplier zip code Distr BeginDate SE MedAssets Begin date of the distributorlsupplier contract Distr End Date SE MedAssets End date of the distributor/supplier contract Distr Hierarchy SE MedAssets Distributor/Supplier contract's hierarchy 3 = MedAssets GPO Contract, 2 = Custom Advantage Tier Contract (MedAssets negotiated on behalf of the customer), 1 = Locally Negotiated Contract Contract Number HEAD MedAssets MedAssets contract number Contract Desc HEAD MedAssets MedAssets contract description Tier Level HEAD MedAssets Manufacturer tier level set for the facility 73 Doc ID: 20101201164540359 Sertlfi Electronic Signature Tier Description HEAD MedAssets Tier description for the tier level set Contract BeginDate HEAD MedAssets Manufacturer contract's begin date Contract EndDate HEAD MedAssets Manufacturer contract's end date Manu Hierarchy HEAD MedAssets Manufacturer contract's hierarchy 3 = MedAssets GPO Contract, 2 , Custom Advantage Tier Contract (MedAssets negotiated on behalf of the customer), I = Locally Negotiated Contract Manu Item Number LIN MedAssets Manufacturer provided item number Distr Item Number LIN MedAssets Distributor/Supplier Item Number (Will be left blank) Manu Item Desc LIN MedAssets Manufacturer item description Manu Item UOM LIEN MedAssets Manufacturer item unit of measure description Manu Item UOM Qty LIN MedAssets Manufacturer item unit of measure quantity Item Price LIN MedAssets Price for the corresponding unit of measure Product Line Code LIN MedAssets Two character code Item BeginDate LIN MedAssets Begin date of the item Item EndDate LIN MedAssets End date of the item 74 Doc 1D: 20101201164540359 Sertifi Electronic Signature SOW 6, EXHIBIT & LIST OF PROVIDERS TO BE INCLUDED IN DATA EXTRACT (Example Only) 1. X.xxxr 2. Kum Contract No.: 10-5140, Group Purchasing Organization Page 75 of 79 Doc ID: 20101201164540359 Serti5 Electronic Signature SOW 6, EXHIBIT C DATA EXTRACT SPECIFICATION ACCEPTANCE CERTIFICATE (Example Only) ACCEPTANCE OF DATA EXTRACT SPECIFICATION: Jackson hereby acknowledges and agrees that, as of the date set forth below, the Data Extract Specification attached to this certificate has been reviewed and accepted. By accepting below, Jackson agrees that data extracts provided by MedAssets to the attached specification will meet the contractual obligations set forth in this SOW. If changes are made to the Data Extract Specification after acceptance, additional costs or implementation time may be required.. Accepted and Agreed to by: CUSTOMER LEGAL NAME Signature: Name: Title: Date: Contract No.: 10-5140, Group Purchasing Organization Page 76 of 79 Doc ID: 20101201164540359 Sertifi Electronic Signature SOW6, EXHIBITD DATA EXTRACT DELIVERABLE ACCEPTANCE CERTIFICATE (Example Only) ACCEPTANCE OF FINAL DE DELIVERABLE: Jackson hereby acknowledges and agrees that, as of the date set forth below, the Data Extract Deliverable has been reviewed and accepted. By accepting below, Jackson agrees that the content provided by MedAssets in the Data Extract Deliverable meets the contractual obligations set forth in this SOW. If neither the Data Extract Deliverable Acceptance Certificate nor any documented requests for container changes are received by MedAssets from Jackson within thirty (30) days of the delivery of the Final Data Extract Deliverable, acceptance of the Final Data Extract Deliverable will be automatically granted by Jackson. Accepted and Agreed to by; CUSTOMER LEGAL NAME Signature: Name: Title: Date: Contract No.: 10-5140, Group Purchasing Organization Page 77 of 79 Doc ID: 20101201164540359 Sertifi Electronic Signature SOW6, Schedule 1 LIST OF COVERED FACILITIES Jackson Health System 1611 NW 12th Ave Miami FL 33136 Ambulatory infusion Pharmacy 1611 NW 12th Ave Miami FL 33136 Biscayne Imaging 3801 Biscayne Blvd Miami FL 33137 Central Admixture Prep Services, Inc 3125 Commerce Parkway Miramar FL 33025 Community Health of South Dade 10300 SW 216th Street Miami FL 33190 Corrections Health Services 564 NW 23rd St Miami FL 33127 Corrections Hlth Srvs Metro West Detention 13850 NW 41st St Miami FL 33178 Corrections Hlth Srvs Pre -Trial Detention C 1321 NW 13th St Miami FL 33125 Corrections Hlth Srvs Training & Treatment 6950 NW 41st St Miami FL 33136 Corrections With Srvs Turner Gilfrod Knight 7190 NW 41st St Miami FL 33169 Corrections Hlth Srvs Women's Detention Cnt 1401 NW 7th Ave Miami FL 33125 Donnell L. Morris Adolescent Health 3422 NW 187th St Miami FL 33056 Downtown Employee Medical Office 111 NW 1st St, Ste 110 Miami FL 33128 Dr. Rafael A. Penalver Clinic 971 NW 2nd Ave Miami FL 33128 Dunbar Elementary School 505 NW 20th St Miami FL 33127 E.W.F Stirrup 330 NW 97th Ave Miami FL 33172 Feinberg -Fisher Elementary School 1420 Washington Ave Miami Beach FL 33139 Fredrick Douglas Elementary 314 NW 12th St Miami FL 33136 Hialeah Middle School 6027 E 7th Ave Hialeah FL 33013 Human Resource Health Center 2500 NW 22nd Ave Miami FL 33142 Jackson Memorial Hosp Ambulatory Care Cntr 1611 NW 12th Ave Miami FL 33136 Jackson Memorial Hospital 1611 NW 12th Ave Miami FL 33136 Jackson Memorial Long -Term Care Center 2500 NW 22nd Ave Miami FL 33142 Jackson Memorial Perdue Medical Cntr 19590 Old Cutler Rd Miami FL 33157 Jackson North Community Mental Hlth 20201 NW 37th Ave Miami FL 33056 Jackson North Medical Center 160 NW 170th St North Miami Beach FL 33169 Jackson North Mental Health 15055 NW 27th Ave Opalocka FL 33054 Jackson North Specialty & Diagnostic Cntr 14701 NW 27th Ave Opa-Locka FL 33504 Jackson Pediatric Center 1477 NW 8th Ave Miami FL 33136 Jackson South Community Hospital 9333 SW 152nd St Miami FL 33157 Jefferson Reaves Sr. Health Center 1009 Nw 5th Avenue Miami FL 33136 JHS Central Fill 1660 NW 7th Ct Miami FL 33136 JMH ACC Pharmacy 1611 NW 12th Ave Miami FL 33136 JMH Mental Health Hospital Center 1695 NW 9th Ave Miami FL 33136 John H. Peavy Adolescent Health Center 1100 NW 71st St Miami FL 33150 Juanita Mann Health Center 7900 Nw 27th Ave Miami FL 33147 Liberty City Health Center 1320 NW 62nd St Miami FL 33147 Martin Luther King, Jr Clinica Campesina 810 W. Mowry Street Homestead FL 33030 Miami Hope Center 1550 N Miami Ave Miami FL 33136 Nautilus Middle School 4301 N Michigan Ave Miami Beach FL 33140 Norland Triplex Full Service Center 19340 NW 8th Ct Miami Gardens FL 33169 North Dade Health Center 16555 NW 25th Ave Miami FL 33054 North Miami Health Center 14101 NW 8th Ave Miami FL 33168 Palm Springs Middle School 1025 W 56th St Hialeah FL 33012 Prevention, Education, Treatment 615 Collins Ave Miami Beach FL 33139 Contract No.: 10-5140, Group Purchasing Organization Page 78 of 79 Doc ID: 20101201164540359 Sertifi Electronic Signature Rosie Lee Wesley Health Center 6601 SW 62nd Ave Miami FL 33143 Ruben Dario Middle School 350 NW 97th Ave Miami FL 33172 South Dade Homeless Assistance Center 28205 SW 125th Ave Homestead FL 33030 South Florida AIDS Network 1611 NW 12th Ave Miami FL 33136 Southside Dental Clinic 5798 S.W 68th Street Miami FL 33143 Jackson Memorial Hospital Logistic Center 1100 NW 20th ST Miami FL 33136 Jackson North Med. Ctr. Receiving 16951 NW 2ND AVE North Miami Beach FL 33169 E-Signedi 12/1/2010 5i21142 PM CST Matthew T. Wilfaert mwillaert@medassets.com IP: 184.225.27.114 y4il'li�YW V to� 11 1 t.EE'- y �l1 tiocIC+r 201012011b 540359 Contract No.: 10-5140, Group Purchasing Organization Page 79 of 79 Doc ID: 20101201164540359 Sertifi Electronic Signature 0 0 Add -on Agenda Item (1) Chairperson's Report November 29, 2010 RESOLUTION NO. PHT 11/10 — 06/ RESOLUTION APPROVING AND AUTHORIZING THE PRESIDENT TO EXECUTE THE AGREEMENT FOR GROUP PURCHASING ORGANIZATION SERVICES BETWEEN THE PUBLIC HEALTH TRUST AND MEDASSETS SUPPLY CHAIN SYSTEM, LLC IN THE AMOUNT OF $45,262,373 FOR A TERM OF SIXTY-SIX MONTHS (David Small, Executive Vice President and Chief Operating Officer, Jackson Health System) WHEREAS, the Public Health Trust issued Request for Proposal No. 10-5140 ("RFP") for Group Purchasing Organization ("GPO") Services at Jackson Health System on or about June 23, 2010, as set forth and described in detail in the attached singe -item Purchasing Report; and WHEREAS. MedAssets Supply Chain System, LLC ("MedAssets") was the highest -ranked company having submitted its successful proposal to the RFP on or about July 6, 2010, a Best and Final Offer Response on or about July 24, 2010 and an Improved Best and Final Offer response on August 9, 2010; and WHEREAS, the Trust and MedAssets have negotiated the final Agreement governing the terms and conditions for the relationships; for a fixed term of sixty-six months, and in the amount of $45,262,373; and WHEREAS, the President, the Purchasing Subcommittee and Fiscal Affairs, Purchasing & Budget Committee recommend approval. Add -on Agenda Item (1) Chairperson's Report November 29, 2010 -Page 2- NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE PUBLIC HEALTH TRUST OF MIAMI-DADE COUNTY, FLORIDA, that this Board hereby approves and authorizes the President to execute the Agreement for Group Purchasing Organization Services between the Public Health Trust and MedAssets Supply Chain System, LLC, for a fixed term of sixty-six months, and in the amount of $45,262,373, in accordance with the attached single -item Purchasing Report. David R. Small, MBA, FACHE Executive Vice President and Chief Operating Officer • -Page 3- Add-on Agenda Item (1) Chairperson's Report November 29, 2010 The foregoing resolution was offered by Mr. Rogers and the motion was seconded by Mr. Nuell as follows: • Jorge L. Arrizurieta Nay Gladys L. Ayala, Esq. Aye John H. Copeland, III Aye Ernesto A. de la Fe Absent Joaquin del Cueto Aye Georgena D. Ford, RN Aye Abraham A. Galbut Absent Marcos J. Lapciuc Aye Angel Medina, Jr. Nay Stephen S. Nuell Aye Robin Reiter-Fargaralli Aye Mark C. Rogers, M.D. Aye Judy Rosenbaum, Ed.D. Aye Martin G. Zilber Aye Commissioner Javier Souto Absent The Chairperson thereupon declared the resolution duly passed and adopted this 291" day of November 2010. PUBLIC HEALTH TRUST OF MIAMI-DADE COUNTY, FLORIDA BY:, Georgena D. Ford, RN, Secretary Approved by the Countytto;y as to form and legal sufficiency 0 L ADD -ON ITEM This section consists of awards under competitively solicited Requests for Proposals (RFP's) over $1,000,000. (21456421) The Supply Chain and Pharmacy Departments request a contract for Group Purchasing Organization Services to be used enterprise wide (replacement purchase). MedAssets Supply Chain Systems, LLC: $45,262,373 (for 5.5 years) Fees for Service: $42,262,373 Additional Targeted Savings Achievement Fee: Total Approved Funding (Maximum Contract Value): $3,000,000 $45,262,373 Note: Any purchases processed under the GPO contract will be in accordance with the Procurement Regulation and will be brought to the Board for Approval when over the established $3M GPO contract threshold. The Supply Chain and Pharmacy Departments request a contract award to MedAssets Supply Chain Systems, LLC. for Group Purchasing Organization (GPO) services resulting from a competitive Request for Proposals (RFP 10-5140) for the entire Jackson Health System. This was a combined initiative from Jackson Health System and P ricewaterhou s eCao p e rs. Background This competitive procurement was solicited and administered by the Procurement Management Department through a formal RFP process that was publicly advertised. The RFP document was also distributed to six (6) vendor representatives. Competitive proposals were submitted by five firms: MedAssets Supply Chain Systems, LLC, University Healthcare Consortium (UHC), Premier, Inc., Amerinet, Inc. and HealthTrust Purchasing Group. This RFP was designed to provide JHS with the broadest array of possible options to improve efficiency and reduce costs, All GPO's were encouraged to respond with innovative solutions to support JHS achieve its strategic goals through creative approaches and a long term partnership. Included in the goals were the following: o Supply Chain Optimization o Utilization of Supplies and Services o Value Analysis of clinical service delivery and protocols for usage of physician preference items ADD -ON ITEM o Support of the Centers of Excellence (Clinical Service Lines) o Guaranteed Savings to help JHS achieve maximum opportunity and cost reduction o Technology tools for better data and sustainability The Selection Committee held seven meetings during the evaluation process. During the evaluation process, the Selection Committee scored five Best and Final Offers (BAFO) which yielded three highest ranked firms. JHS proceeded into negotiations with the three highest ranked firms. As a result of negotiations, written improvements to the BAFO were requested and presented to the Selection Committee for final evaluation and ranking. Upon final scoring, the Selection Committee recommended for JHS to proceed into negotiations with MedAssets, the highest ranked firm. Contract Summary The proposed contract with MedAssets offers quick cost reduction and sustainability the future. The contract will include a co -management model that will enable the implementation of change management, standardization on all product areas, integration of MedAssets' intellectual tools and staffing to drive the change JHS needs to ensure sustainability. The co -management model will also include remote and on - site full time employees, Physician Preference Item (PPI) consulting, Service Line Anaiytics tools, and GPO Services. The contract term will be for a period of sixty-six (66) months without termination for convenience, in the best interest of the Trust. The following are some of the key features included in the recommended contract award, • A comprehensive GPO cost savings program in JHS' supply chain services, support services and clinical service lines. • Shareback: JHS will receive 100% of the Administrative Fees collected by MedAssets. This is projected to be a shareback of $16.9M over the term of the contract. • Savings Guarantee: $48M Year 1: $30M Year 2: $6.5M Year 3: $11.5M • Two (2) on -site GPO Dedicated Resources for the entire contract term. • Strategic Sourcing Module (Co -Management) 26 FTE's in year one or until $30M savings are achieved. 14 FTE`s in year two or until $6.5 M savings are achieved. 10 FTE's in year three or until $11.5 savings are achieved. ADD -ON ITEM There will be full knowledge transfer and sustainable results before the FTE's leave. • Total Savings: guaranteed, non -guaranteed and recurring (savings preservation) savings to be tracked by MedAssets via Value Management System tool. This tool will ensure transparency in pricing/best pricing and will be reported to the Procurement Department on a monthly basis, a summary of same will be reported to the PHT Board Quarterly. • Payment Schedule: JHS will not pay any fees during the first year of the contract. • Fees at Risk: 68% of MedAssets' fees are at risk if guaranteed savings are not achieved. 20% of MedAssets' fees are at risk if the recurring savings in years 2 and 3 are not achieved. • Tools & Data Support for the Term of the Agreement include: Service Line Analytics, Strategic Information (transparency tool), Value Management System (tracking tool customized to JHS) and Local Compliance Catalog. • An Executive Steering Committee will be in place for effective contract and project management. • "UAP" Provision is included in the Agreement • Small, Micro and Local Business development commitment • Additional Value Added Savings: UHC Membership Fee: MedAssets will cover the $80,000 per year fee for UHC Network Membership. This benefit will total an amount of $400,000 for the contract term. GHX Services: MedAssets will cover $23,000 per year for GHX, EDf Services, This benefit will total an amount of $115,000 for the contract term. Protest Process Upon notice of award recommendation to MedAssets the three day protest period began. UHC, the incumbent vendor, submitted their notice of intent to protest on August 19, 2010. A protest hearing was held on September 15, 2010 in which UHC presented their protest and reasoning and JHS with the support of MedAssets presented their case on why the recommendation to award should stand. The hearing was heard by Hearing Officer, David Nash, who presented his findings of the protest on August 17, 2010. His findings were in favor of the Trust and supported the process in which the RFP was held. The findings dismissed the protest and sustained the recommendation to award to MedAssets. • • ADD -ON ITEM Savings This award recommendation represents a guaranteed $48 million dollars in new savings. In addition to the guaranteed new savings, another $66.5 million dollars in guaranteed recurring savings and $16.9 million dollars in shareback based on an annual spend of $151,400,000. Aside from the guaranteed savings above, MedAssets will refund JHS fees for UHC membership and GXH services which equal an additional $515,000 in savings. (D. Small) Balance of page intentionally left blank ADD -ON ITEM RFP Award Recommendation Fact Sheet RFP 10-5140, Group Purchasing Organization (GPO) Procurement Management Department RFP No.: RFP 10-5140 RFP Title: Group Purchasing Organization (GPO) Issuing Department: Procurement Management ❑epartment Principal Department: Supply Chain Management & Pharmacy User Department(s): Enterprise Wide Project Manager: David Small, Chief Operating Officer Rosa Costanzo, Interim Corp. Director of Strategic Sourcing/Chief Procurement Officer and Director of Supply Chain Scope of Service: The Trust intends to enter into an agreement with the most qualified proposer that best meets the requirements of this RFP by providing the highest level of strategic fit with JHS. Creativity and Comprehensive proposals that best service the needs and interests of JHS. JHS proposes to select a single GPO. Method of Award: To a single vendor that best meets the criteria for proposal evaluation requirements established for this RFP. "SBE" Measure: Selection Factor Term of Contract: The selected vendor will be awarded a sixty-six (66) month agreement. Award Amount: $45,262,373 (Initial 5.5 year period) ADD -ON ITEM Criteria for Evaluation: Criteria for Evaluation Available Points Proposer Qualifications, including Corporate Past Performance 15 Technical Considerations 35 Price Considerations 35 Small/Local Business Strength 5 Partnership Strength 10 Total Weighted Points 100 Selection Committee Members (Voting Members): Alternate Committee Members (Non -Voting Members): Current Vendor Vice President: -Rosa Costanzo, Director, Supply Chain Management - Barbara Perez-Deppman, Director of Radiology -Dr. Arnan Sabharwal, Chef Utilization Officer - Silvia Rodriguez, Director, Patient Care Services - Paul Eger, Director, JSCH Pharmacy - John Kimble, Manager, Cardiopulmonary Services Jake Groenewold, University Healthcare Consortium Current Contract Expiration Date: February 12, 2011 Balance of page intentionally left blank ADD -ON ITEM Selection Committee Composite Score Sheet (Evaluation of "Improved Best and Final Offers") RFP 10-5140, Group Purchasing Organization (GPO) Procurement Management Department Items Evaluation Criteria (Average Points After Written improvements to BAFO) '" •' ^- =i- -Maximum;:. A tau able MedAssets Premier UHC .-. =4-oints 1 Proposer Qualifications Including Corporate Past Performance 12 8.4 12 2 Technical Consideration •'35 f. ,?,' 28.84 22.96 27.8E 3 Price Consideration 5 ' ''= 35 21 35 4 Small/Local Business Strength 3 3 3.2 5 Partnership Strength . '=' 3t1 8.8 7.2 8 TOTAL SCORES O Az 87.64 62.56 86.06 Balance ofpa.e intentionally left blank FIRST AMENDMENT TO THE MASTER SERVICES AGREEMENT BETWEEN JACKSON HEALTH SYSTEM AND NIEDASSETS SUPPLY CHAIN SYSTEMS, LLC PURSUANT TO PHT RFP NO.: 10-5140 FOR GROUP PURCHASING ORGANIZATION SERVICES Public Health Trust, an agency and instrumentality of Miami -Dade County, Florida (hereinafter referred to as the "Trust" or "Jackson") and MedAssets Supply Chain Systems, LLC ("MedAssets") entered into an agreement for certain healthcare group purchasing services (the "Services") effective December 2, 2010 (the "Original Agreement"). The Trust and MedAssets hereby agree to amend the Agreement with this first amendment (the "First Amendment") effective upon the last date signed below (the "First Amendment Effective Date") as follows: 1. The Broadlane Group, Inc., a division of MedAssets, Inc. shall be added as an Affiliate by deleting the second paragraph of the Agreement in its entirety and replacing it with the following: "MedAssets Supply Chain Systems, LLC and the other MedAssets, Inc. subsidiaries, Aspen Healthcare Metrics, LLC ("Aspen"), MedAssets Analytical Systems, LLC ("MAS") and The Broadlane Group Inc., a division of MedAssets, Inc. ("Broadlane") (each an "Affiliate" of MedAssets Supply Chain Systems, LLC" and collectively the "Affiliates"), offer integrated services which assist healthcare providers in improving business processes and cash flow. Collectively, MedAssets Supply Chain Systems LLC and each Affiliate shall be referred to hereinafter as "Contractor" or "MedAssets". 2. SOW I shall be modified to include The Broadlane Group, Inc., a division of MedAssets, Inc. as a Party thereto. 3. SOW 1, Section 5.1 shall be deleted in their entirety and replaced with the following: 5.1 Deliverables. MedAssets and its Affiliate, Broadlane Group, Inc., shall provide the GPO Program to Jackson in accordance with the terms provided in this SOW. The GPO Program shall consist oldie following programs whose goals are to provide the greatest opportunity for economic advantage to Jackson: 5.1.1. The Materials Management - A portfolio of contracts of medical, surgical and capital equipment products consisting of manufacturers and distributors; 5.1.2. The Pharmacy Program - A portfolio of contracts of pharmaceutical and pharmacy related products consisting of manufacturers and wholesalers; 5.1.3. The Clinical Pharmacy Support Services - A portfolio of services consisting of medication information services, disease management programs, formulary management support, clinical pharmacy training, educational programs, assistance with government and Joint Commission on the Accreditation of Healthcare Organizations issues, preferred pricing of clinical pharmacy software, and programs for documenting cost-effectiveness of clinical pharmacy initiatives; 5.1.4. The Laboratory Program - A portfolio of contracts of laboratory products and services consisting of manufacturers, distributors and reference laboratories; 5.1.5. The Dietary Program - A portfolio of contracts of food and food service products (including beverages, capital equipment, small wares and chemicals) consisting of manufacturers, prime vendor distribution and rebate agreements; and, 5.1.6. Any other contracts between MedAssets or Broadlane and Participating Vendors added during the Term and as agreed to by Jackson. 4. All defined terms used in this First Amendment shall have the meaning ascribed to them in the Original Agreement unless otherwise defined herein. Except as expressly modified by this First Amendment the original terms and conditions of the Agreement shall remain in full force and effect. (Remainder of Page Intentionally Left Blank) Page 1 of 2 Amendment No. I RFP No. 10-5140 Doc ID: 20110125084914320 sertifi Electronic Signature IN WITNESS WHEREOF, the parties have executed this First Amendment through their duly authorized representatives as of the First Amendment Effective Date. MEDASSETS SUPPLY CHAIN SYSTEMS, LLC THE PUBLIC HEALTH TRUST OF MIAMI-DADE On behalf of itself and its Affiliates E-Signed : 1/25/2011 11:36:53 AM CST Matthew T. Willaert (mina ertgmedassets.cam Ig; 173.31.232.37 M•l712v. 1 DucID:2011612505491J320 Matthew T. Willaert Printed Name Deputy General Counsel, SVP Title Date COUNTY, FLORIDA Rosa Costanzo Printed Name Interim Chief Procurement Officer Title (- r 2 Date Page 2 of 2 Amendment No. 1 RFP No. 10-5140 Doc ID: 20110125084914320 Sertifi Electronic Signature AMENDMENT TO THE MASTER SERVICES AGREEMENT BETWEEN JACKSON HEALTH SYSTEM AND MEDASSETS SUPPLY CHAIN SYSTEMS, LLC PURSUANT TO PHT NO.: 10-5140 FOR GROUP PURCHASING ORGANIZATION SERVICES The Public Health Trust, an agency and instrumentality of Miami -Dade County, Florida (hereinafter referred to as the "Trust" or "Jackson") and MedAssets Supply Chain Systems, LLC, on behalf of itself and its Affiliates (collectively, "MedAssets"), entered into an agreement for certain healthcare group purchasing services (the "Services") effective December 2, 2010 (the "Original Agreement"). The Original Agreement has since been modified by an amendment effective January 26, 2011. Collectively, the Original Agreement and the aforementioned amendment shall hereinafter be referred to as the "Agreement." Jackson and MedAssets hereby agree to amend the Agreement with this additional amendment (the "Amendment") effective on the last date signed below (the "Amendment Effective Date") as follows: 1. As consideration for the modifications effected by this Amendment, Jackson will pay MedAssets a total of $3,000,000, which amount will be payable in full on or before September 30, 2012. No discount will be allowed for early payment, electronic payment, or otherwise. For purposes of clarity, with respect to the payments made by Jackson pursuant to this paragraph, MedAssets will not be liable for and such payments will not be discounted for the User Access Program deduction identified in Article 24 of the Agreement, American Express or any other credit card fees, or any other amounts. 2. Section 4.4 is deleted in its entirety and replaced with the following: "4.4 Termination for Convenience. Neither party may terminate this Agreement without cause during the period September 1, 2012 through March 31, 2014. Commencing April 1, 2014, the Trust may terminate this Agreement without cause upon thirty days prior written notice of termination delivered to the Contractor by certified mail, return receipt requested, at the address set forth herein for notices. The effective date of termination will be stated in the notice. If the Trust terminates the Agreement pursuant to this Section 4.4, the Tnist will pay the Contractor a termination fee (in addition to any fees already paid or owed by the Trust as of the termination effective date) in accordance with the table below within 90 days following the effective date of termination" Effective (late of termination Termination Fee: falls within: A .ril 1, 2014 --March 31, 2015 Aril 1, 2015 - March 31, 2016 $4,000,000 $2,000,000 3, Article 21 is deleted in its entirety and replaced with "Intentionally Omitted." 4. All powers granted to the Project Manager and Chief Procurement Officer pursuant to Article 22 are transferred to the Executive Steering Committee. 5. Section 26.3 is deleted in its entirety and replaced with "Intentionally Omitted." 6. Schedule 1, Section 1 is amended by deleting the definitions of "Aggregate Savings Commitment," "Guaranteed Savings," "Recurring Savings Commitment," and "Targeted Savings" in their entirety without replacement. All references in the Agreement to an Aggregate Savings Commitment, Guaranteed Savings, a Recurring Savings Commitment, and Targeted Savings are deleted in their entirety without replacement. For purposes of clarity, MedAssets makes no guarantees or comtnitments with respect to the Single Purchase Financial Improvements or Recurring Savings under the Agreement. 7. Schedule 1, Section 1 is further amended by amending the definition of "Committed Purchases Requirement" as follows: "Committed Purchases Requirement shall be $100,000,000 minimum for each Savings Period. The parties may mutually agree to amend the Committed Purchases Requirement from time to time due to fluctuations in patient volume." 67436 - 120796 1 8. Schedule 1, Section 1 is further amended by adding the following definition: "Single Purchase Financial Improvement shall mean a one-time pricing or financial improvement realized by Jackson during the Agreement Term. The cost savings realized on a one-time capital purchase and the revenue realized from a one-time inventory buy back project are examples of Single Purchase Financial Improvements. All Financial Improvements are final for purposes of calculating the Monthly Service Fee upon approval by Jackson pursuant to Section 5.3.2 below." 9. Schedule 1, Section 1 is further amended by amending the definition of "Recurring Savings" as follows: "Recurring Savings shall mean the annualized effect of a pricing or financial improvement that MedAssets implements during the Agreement Term and from which Jackson realized and will realize residual benefits in subsequent years. The cost savings implemented by a change in clinical product pricing (pursuant to which Jackson will realize supply expense savings over current baseline pricing for multiple years) is an example of Recurring Savings." 10. Schedule 1, Section 4.1 and all subsections thereunder are deleted in their entirety and replaced with the following: "4.1 Monthly Service Fees. Jackson shall pay a Monthly Service Fee to MedAssets equal to Si for every $5 of Single Purchase Financial Improvements and $1 for every $3 of Recurring Savings. MedAssets shall 'invoice the Monthly Service Fee for incremental Single Purchase Financial Improvements in full on the 15th day of the month following the mouth in which the Single Purchase Financial Improvements are approved by Jackson pursuant to Section 5.3.2 below. MedAssets shall invoice the Monthly Service Fee for incremental Recurring Savings in twelve equal monthly installments on the 15th day of each consecutive month beginning ninety (90) days following the implementation date of the initiative from which such Recurring Savings are derived." 11. Schedule 1, Section 4.2 is deleted in its entirety and replaced with "Intentionally Omitted." 12. Schedule 1, Section 4.3 is deleted in its entirety and replaced with the following: "4.3 Payment Terms. For any amount invoiced for Services rendered during the Term, payment shall be due within 45 days of the invoice date." 13. Schedule I, Section 5.1 is deleted in its entirety and replaced with the following: "5.1 MedAssets' Commitments. MedAssets agrees, provided Jackson fulfills its commitments hereunder that: (i) it shall pay within fifteen (15) days of receipt of invoice for the Trust's UHC access fee each Savings Period not to exceed $80,000 per Savings Period, and (ii) it will use all conunercially reasonably efforts to ensure Jackson is receiving the best pricing available through MedAssets' portfolio of vendor contracts." 14, The first three paragraphs of Schedule I, Section 5.2 are deleted in their entirety and replaced with the following: "5.2 Calculation. of Single Purchase Financial lmnrovements and Recurring Savings. The calculation of Single Purchase Financial Improvements and Recurring Savings (depending upon whether the cost savings are realized by Jackson once or for multiple years, respectively) shall include the following: (i) the cost savings realized through utilization of the Group Purchasing Program by Jackson (as described in SOW 1); (ii) the cost savings, cost avoidance, or revenue increase realized through utilization of the Clinical Phartnacy Consulting Program by Jackson (as described in SOW 4); (iii) the cost savings or revenue increase realized through utilization of any Initiative(s) including, but not limited to, revenues received by approved business partners (e.g. HAP-X) or affiliates; (iv) the cost savings realized through utilization of the Aspen Program including clinical service line improvements in clinical care delivery and operating process changes, better utilization of resources, human resource efficiencies, process' standardization or formulary driven process improvements and other process efficiency initiatives undertaken at MedAssets' discretion and as approved by the Executive Steering Committee pursuant to Section 5.7 below; and (v) the cost savings realized though utilization of the MAS goods and services (as described in SOW 3). 67436 - U0796 2 The Parties agree and acknowledge that any initiative within the scope of this Agreement which is not 'specifically . listed on Schedule 1, Attachment A hereto shall be available to MedAssets, at its option, pursuant to the approval process set forth in Section 5.3,1. below. A list of initiatives that have been approved by Jackson and for which MedAssets may implement and earn Monthly Service Fees is attached hereto as Schedule 1, Attachment B. Any future initiatives not listed on Schedule 1, Attachment B will be brought before the Executive Steering Committee pursuant to Section 5.3.1 below." 15. Schedule 1, Attachment B, attached to this Amendment, is added as an attachment to Schedule 1 of the Agreement. 16. Schedule 1, Sections 5.2.1, 5.2.2, 5.2.3, and 5.2.4, and all subsections thereunder are amended by replacing all instances of the term "implemented" with the term "realized." 17. Schedule 1, Section 5.3.2 is deleted in its entirety and replaced with the following: "5.3.2 Documentation of Single Purchase Financial Improvements and Recurring Savings and Approval by Jackson. MedAssets shall prepare and deliver to Jackson periodic reports, not less frequently than on a monthly basis of the Single Purchase Financial Improvements and Recurring Savings realized during that period and cumulative to date, together with any supporting docutneutation. For purposes of clarity, Single Purchase Financial Improvements and Recurring Savings are realized (as that term is used throughout this Amendment) when such savings are measured and recorded in Jackson's financial statements, which are based on Jackson's actual product and service volumes as a result of price reduction, cost avoidance and/or utilization improvement initiatives facilitated by MedAssets. Pursuant to Section 5.7, the Executive Steering Committee shall use best efforts to accept or reject any report under this section at its regular meetings and in not more than thirty (30) business days, and shall either: (i) accept the report, or specific portions thereof, by signing and returning to MedAssets a copy thereof; or, (ii) reject the same, or specific portions thereof, by providing MedAssets with a written explanation speeifying the reason or reasons for the rejection in detail sufficient to allow MedAssets to review and respond to each specific rejection. In the event that Jackson rejects the report, or any portion of the report, MedAssets shall not count the rejected Single Purchase Financial Improvements or Recurring Savings in its calculation of the Monthly Service Fee, but may resubmit such proposed Single Purchase Financial Improvements or Recurring Savings in subsequent months. In the event that Jackson fails to either accept or reject the report within the thirty (30) day period, MedAssets may count the Single Purchase Financial Improvements or Recurring Savings in its calculation of the Monthly Service Fee. For purposes of calculating the Monthly Service Fee for incremental Recurring Savings, MedAssets shall count one hundred percent (100%) of the incremental Recurring Savings at the time Jackson approves the incremental Recurring Savings (the "Recurring Savings Projection") and issue an invoice pursuant to Section 4.1 above. On the first anniversary of Jackson's approval of each incremental Recurring Savings, or within 90 days of the expiration of the Agreement, MedAssets and Jackson shall determine the incremental Recurring Savings actually realized by Jackson (the "Actual Recurring Savings"). In the event that the Actual Recurring Savings are less than the Recurring Savings Projection, MedAssets shall refund to Jackson the portion of the previousIy-paid Monthly Service Fee attributable to the difference between the Recurring Savings Projection and the Actual Recurring Savings. In the event that the Actual Recurring Savings are greater than the Recurring Savings Projection, Jackson shall pay MedAssets an additional Monthly Service Fee on the difference between the Actual Recurring Savings and the Recurring Savings Projection. In no event shall any refund or payment made pursuant to the true -up procedure described in this Section 5.3.2 exceed ten percent (10%) of the Monthly Service Fee originally paid on the Recurring Savings Projection." 18. SOW 1, Section 5.3.6 is deleted in its entirety and replaced with "Intentionally Omitted." MedAssets will retain the balance of any accumulated Shareback accrued but unpaid as of the Amendment Effective Date, and shall have no obligation to pay any past or future Shareback. With respect to Administrative Fees paid by Participating Vendors to MedAssets pursuant to this Agreement, MedAssets will not be liable for and such Administrative Fees will not be discounted for the User Access Program deduction identified in Article 24 of the Agreement. The Shareback will no longer be available to fund any payment due under this Agreement or any other agreement between Jackson and MedAssets. Notwithstanding any provision of this Agreement or any other agreement to the contrary, Jackson will pay for any product or service provided by MedAssets at the full price set forth in the applicable agreement within 45 days of the invoice date for all invoices dated August 1, 2012, or later. All unpaid invoices that are dated July 31, 2012, or before, are hereby deemed paid. 19. SOW 5, Section 4.3 and all subsections thereunder are deleted in their entirety and replaced with "Intentionally Omitted." 20. SOW 5, Section 4.4 is deleted in its entirety and replaced with "Intentionally Omitted." 67436 - I20796 3 21, SOW 5, Sections 5(v) and (vi) are deleted in their entirety and replaced with "Intentionally Omitted." 22. SOW 5, Section 5.3 and all subsections thereunder are deleted in their entirety and replaced with "Intentionally Omitted." 23, SOW 5, Section 5.4,2 is deleted in its entirety and replaced with "Intentionally Omitted." 24. SOW 5, Section 6.1 is deleted in its entirety and replaced with the following: "6.1 Project Timeline. In accordance with Schedule 1, Section 5.3.1, approved savings initiatives may be pursued by MedAssets, at its option, for the remainder of the SOW 5 term." 25. SOW 5, Exhibit E is deleted in its entirety and replaced with "Intentionally Omitted." 26. SOW 5, Exhibit C is deleted in its entirety and replaced with "Intentionally Omitted." 27. All defined terms used in this Amendment shall have the meaning ascribed to them in the Agreement, unless otherwise defined herein. Except as expressly modified by this Amendment, the terms and conditions of the Agreement, shall remain in full force and effect, 1N WITNESS WHEREOF, the patties have caused this Amendment to he duly executed by their authorized representatives as of the last date signed below. MEDASSETS SUPPLY CHAIN SYSTEMS, LLC On behalf of itself and its Affiliates Rand A. Ballard Printed Name SEVP and CCO, MedAssets, Inc. Title '?/it9iloP/2 Date THE PUBLIC HEALTH TRUST OF MIAMI-DADE COUNTY,ORIDA Signature e. Printed Name Title Date 67436-120796 4 Schedule 1 Attachment B MedAssets' Initiatives 330,3408 Retail Pharmacy Revenue - Walgreens 329 340E Retail Pharmacy Revenue - non Walgreens Multiple #'s 1B Braun Bundle 133 1Trocars 214Third party repair service — instrument & Rigid Scope Repairs 303 'Hemostatic Patch 185AAA Grafts 197 Osteobiologics 67436-120796 312 64 326 General Surgical Instruments - Integra Central venous catheters Medication Delivery System 781Reprocessing 27911.1fecell Pricing 275 1Gastric Bands 77'Vascular grafts 280IENT Supplies 76Dialysis catheters & supplies 90jSurgical power equipment and tools 324 Biological Indicators 3231Hypo Blanket 276Breast implants 306 Bedside Procedural Trays 721Dural substitutes 2711Biopatch 801Hemodynamic & critical care monitoring 325Women's Health 228iTranslatlon Service 273!PCA and Syringe Pumps 305 Port Access Kits Purchase Service Purchase Service OR/Surgery ':Olt/Surgery ;Purchase Service {OR/Su rgery cV OR/Surgery E O R/Surgery OR/Surgery OR/Surgery OR/Surgery OR/Surgery OR/Surgery 0 R/Surgery OR/Surgery OR/Surgery OR/Surgery OR/Surgery `OR/Surgery iiOR/Surgery 1OR/Surgery OR/Surgery OR/Surgery OR/Surgery OR/Surgery Purchase Service OR/Surgery OR/Surgery 5 THIRD AMENDMENT TO THE MASTER SERVICES AGREEMENT BETWEEN JACKSON HEALTH SYSTEM AND MEDASSETS PERFORMANCE MANAGEMENT SOLUTIONS, INC. PURSUANT TO PHT NO.: 10-5140 FOR GROUP PURCHASING ORGANIZATION SERVICES The Public Health Trust, an agency and instrumentality of Miami -Dade County, Florida (hereinafter referred to as the "Trust" or "Jackson") and MedAssets Performance Management Solutions, Inc. (f/k/a The Broadlane Group, Inc. and successor -in -interest to MedAssets Supply Chain Systems, LLC) ("MedAssets") entered into an agreement for certain healthcare group purchasing services (the "Services") effective December 2, 2010 (the "Original Agreement"). The Original Agreement has since been modified by amendments effective January 26, 2011 (the "First Amendment") and September 27, 2012 (the "Second Amendment"). Collectively, the Original Agreement, the First Amendment, and the Second Amendment shall hereinafter be referred to as the "Agreement". Jackson and MedAssets agree to modify the Agreement with this additional amendment (the "Third Amendment") effective March 1, 2015 (the "Third Amendment Effective Date") as follows: 1. All references to "The Broadlane Group, Inc.", "MedAssets Supply Chain Systems, LLC", "MedAssets Analytical Systems, LLC", and "Aspen Healthcare Metrics, LLC" are deleted in their entirety and replaced with "MedAssets Performance Management Solutions, Inc." All references to `Broadlane", "SCS", "MAS" and "Aspen" are deleted in their entirety and replaced with "MPMS". 2. Article 4 Section 4.1 is deleted in its entirety and replaced with the following: 4.1 Term. The Agreement commenced December 2, 2010 ("Effective Date") and shall expire May 31, 2018 (the "Term") unless terminated earlier pursuant to Section 4.4 below. The Agreement may be renewed for up to two successive one year terms upon mutual agreement by the parties as set forth in writing via an Amendment to this Agreement. 3. Article 4 Section 4.4 of the Agreement, previously modified by the Second Amendment, is deleted in its entirety, and replaced with the following: 4.4 Termination for Convenience. Neither party may terminate this Agreement without cause during the period September 1, 2012 through March 31, 2016. Commencing April 1, 2016, either party may terminate this Agreement without cause upon thirty days prior written notice of termination delivered to the other party by certified mail, return receipt requested, at the address set forth herein for notices. The effective date of termination will be stated in the notice. 4. The definition of "Committed Purchase Requirement" in Section 1 of Schedule 1 of the Agreement is deleted in its entirety and replaced with the following: Committed Purchases Requirement" shall be $70,000,000 minimum for each Savings Periods. The parties may mutually agree to amend the Committed Purchase Requirement from time to time due to fluctuations in patient volume. 5. Section 1 of SOW 1 of the Agreement is deleted in its entirety and replaced with the following: 1. GPO Program Term. The GPO Program (the "GPO Program") provided under this SOW shall commence upon the Agreement Effective Date (the "GPO Program Effective Date") and continue for the remainder of the Term of the Agreement set forth in Article 4 Section 4.1 (the "GPO Program Term"). 6. Section 5.3.6 of SOW 1 of the Agreement is deleted in its entirety and replaced with the following: 5.3.6 Revenue Sharing. For purchases made subsequent to the Third Amendment Effective Date, MedAssets shall pay Jackson a percent of the Administrative Fees which MedAssets receives from Participating Suppliers which are derived from Contract Fee Purchases (the "Shareback") provided that: (i) Jackson has not breached a material term of the Agreement that remains uncured; and (ii) the aggregate Shareback due for the period being calculated is in excess of $500. In the event that MedAssets has withheld Shareback for breach by Jackson, MedAssets agrees to pay such withheld Shareback upon the cure of any such breach as reasonably determined by MedAssets. In the event that the aggregate Shareback is Page 1 of 3 Doc ID: 20150219092808861 Sertifi Electronic Signature less than $500 (an "Unvested Shareback Amount"), MedAssets shall have no obligation to pay such amount, but it shall add the Unvested Shareback Payment to subsequent period's Shareback calculation until such time as the aggregate Unvested Shareback Amounts and the Shareback for the period then being calculated exceeds, in the aggregate, $500. At such time as the aggregated amount exceeds $500, the Shareback payment right shall vest and be due to Jackson. MedAssets shall pay any earned and vested Shareback within 60 days following the end of each semi-annual period. MedAssets shall have no obligation to make a Shareback payment after an early termination of the Agreement for any reason whatsoever. The Shareback shall be graduated per the table below. As Jackson's purchases of MedAssets suppliers' products who (i) are manufacturers of products provided by the Group Purchasing Program (not distributors) and (ii) pay MedAssets an Administrative Fee on such purchases (the "Manufacturer Contract Purchases"). As Administrative Fees reach each tier, the higher percent shall be only applicable to the amount of Administrative Fees above the tier in the scale. By way of example and not limitation, if Manufacturer Contract Purchases during the first semi-annual period are $30,000,000 the Shareback percentage shall be Amount 0% of the Administrative Fees received during the period. If Manufacturer Contract Purchases during the next semi-annual period are $40,000,000 the Shareback percentage shall be 0% of the Administrative Fees received during the period which are derived from purchases below $37,500,000 and 50% of the Administrative Fees which are derived from purchases above $37,500,001. At the close of each semi-annual period MedAssets shall determine the amount of Shareback earned based upon Jackson's participation in the Group Purchasing Program. Manufacturer Contract Purchases For Each Semi -Annual Period Beginning January 1, 2015 and Concluding June 30, 2016 $0 to $37,500,000 $37,500,001 and above Manufacturer Contract Purchases For Each Semi -Annual Period Beginning July 1, 2016 and Continuing Through the Remainder of the GPO Program Term $0 to $37,500,000 $37,500,001 and above Percent of Shareback 0% 50% Percent of Shareback 60% 75% Notwithstanding anything to the contrary stated herein, MedAssets shall not be obligated to pay Shareback to Jackson in the event that: (i) a Participating Supplier contractually prohibits MedAssets from sharing Administrative Fees with MedAssets' members; MedAssets shall notify Jackson as soon as practicable of any vendor restricting MedAssets ability to share Administrative Fees; (ii) Administrative Fees are received for which a supplier has failed to provide sufficient detail to determine whether they are derived from purchases made by Jackson; or, (iii) a change in law or regulation occurs which prohibits MedAssets from sharing such Administrative Fees with its members. 7. Section 1 of SOW 2 of the Agreement is deleted in its entirety and replaced with the following: 1. The Local Compliance Catalog Program Term. The Local Compliance Catalog (the "LCC") provided under this SOW shall commence upon the Agreement Effective Date (the "LCC Effective Date") and continue for the remainder of the Term of the Agreement set forth in Article 4 Section 4.1 (the "LCC Term"). 7. Section 1 of SOW 3 of the Agreement is deleted in its entirety and replaced with the following: 1. The Strategic Information Services Term. The Strategic Information Services (the "SI Services") provided under this SOW shall commence upon the Agreement Effective Date (the "SI Services Effective Date") and continue for the remainder of the Term of the Agreement set forth in Article 4 Section 4.1 (the "SI Services Term"). Page 2 of 3 Doc ID: 20150219092808861 Sertiri Electronic Signature 8. Section 1 of SOW 4 of the Agreement is deleted in its entirety and replaced with the following: 1. The Strategic Information for Pharmacy Services Term. The Strategic Information for Pharmacy Services (the "SI-Rx Services") provided under this SOW shall commence upon the Agreement Effective Date (the "SI-Rx Services Effective Date") and continue for the remainder of the Term of the Agreement set forth in Article 4 Section 4.1 (the "SI-Rx Services Term"). 9. The Aspen Services, provided under SOW 5 of the Agreement, are terminated in their entirety as of the Third Amendment Effective Date. 10. Section 1 of SOW 6 of the Agreement is deleted in its entirety and replaced with the following: 1. The Data Extract Services Term. The Data Extract Services (the "DE Services") provided under this SOW shall commence upon the Agreement Effective Date (the "DE Services Effective Date") and continue for the remainder of the Term of the Agreement set forth in Article 4 Section 4.1 (the "DE Services Term"). 11. The Auditor Services, provided under SOW 7 of the Agreement, are terminated in their entirety as of August 1, 2013. 12. All defined terms used in this Third Amendment shall have the meaning ascribed to them in the Agreement unless otherwise defined herein. Except as expressly modified by this Third Amendment, the terms and conditions of the Agreement and its Amendments shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Third Amendment to be duly executed by their authorized representatives as of the Third Amendment Effective Date. MEDASSETS PERFORMANCE MANAGEMENT THE PUBLIC HEALTH TRUST OF MIAMI-DADE SOLUTIONS, INC. COUNTY, FIJ RIDA C2tatthew lVtlluert ithvillberbertbeddeldebt.Ctirn Signature Signature Printed Name )v-et Matthew T. Willaert (Arius A NVI 0" Printed Name r SVP, Deputy General Counsel, MedAssets, Inc. J j P tY 02/ 19/ 15 2. S ((�1LU,-t � (,��1 � Title Date Title Date Page 3 of 3 Doc ID: 20150219092808861 Sertifi Electronic Signature CONTRACT AWARD SHEET Infor Contract Management Contract No.; 79 Active Status Date: 12/2/2010 Contract Information PHT Approval /Resolution: PHT 11/10-061, PHT 9/12/067 & PHT 2/15-009 Contract No.: IRFP No. 10-5140 Project Title: GPO Services CO/Specialists: IRomano, Michelle Project Manager: IR. Costanzo Req Rcd Date: N/A PO Number: Requisition No.: EN/A Department: Supply Chain and Procurement Management Advertise Date:, *Rcd ALL Required Docs from User Dept Source Selection Selection: 'Modification If Other (Specify): if Excersing an OTR / Modification OTR, how many are left: !2 OTR's of one year each Modification II: Award Information Vendor (s) Recommended: MedAssets Performance Management Solutions, Inc. Original Amount: This request for funding: N/A Term of Contract: Applicable OTR: Contract Start Date: '12/2/2016 Contract End Date:.5/31/2018 PHT Approval / Resolution: Expiration Date of Vendor Registration: Miracle -Bond Funded? No . 10/1/2016 Description Modification No. 5 to the MedAssets agreement to incorporate Vizient, Inc., MedAsset's parent company. All terms and conditions remain the same as well as the shareback structure set forth in Modification No. 3 Insurance Living Wage Local Preference j{ OIG Payment Bond Performance Bond Small Business Enterprise Participation SBE Prime Measure, % Goal & $ Spend SBE Subs If yes, Sub Contractor Names & $ Spend Due Diligence Requirements The CO or Specialist must verify the vendor's registration documents, affidavits, insurance and other requirements ore met. The following documents have been reviewed and are on file: Certificate of insurance Debarred Contractors Suspended Contractors *Procurement process begins upon receipt of fully completed / approved documents, per Procurement Regulation Sudan -Iran Affidavit Revised: OW29/2016 1 of 2 GPO Services State of FL Corporation FL Suspended Contractors FL Convicted Vendor List I Lobbyist Registered Contractor Due Diligence (Over $IM) SBr: SRD• History of Violations SBD Certified Firms Construction Svcs A&E Technical Certification Pre -Qualification Report *If any violations are found contract will not be awarded t3AP: Level Of Effort: Calculation: Rebate Savings UAP Savings: Cost Reduction: Calculation: Contracting Officer / Procurement Specialist Acknowle• : ment The Information provided In this Contract Award Sheet is true and accurate. All due diligence requirements have been met. Sr. Contracting Officer / Sr, Procurement Specialist Contract Approval Date rf0,i• 1 c Contracting Officer / Procurement Date Specialist Fidel Alvarez Date y Dor Procurement Manager Cont acts and Records Manager Reviewed contract terms and conditions Michelle Romano Director, Procurement Management Date Rosa Costanzo VP of Strategic Sourcing and Supply Chain & Chief Procurement Officer Kenneth Robertson Director of Procurement, Construction Services Iv /cL f-t Date D1b Date *Procurement process begins upon receipt of fully completed / approved documents, per Procurement Regulation Revised: 09/29/2016 2 of 2 GPO Services DeJesus, Yahaira From: Sent: To: Subject: Infor Customer Communities <support@inforcommunities.com> Monday, December 12, 2016 11:37 AM DeJesus, Yahaira Your Infor Customer Communities Login Below is your login for the Infor Customer Communities website (http://www.inforcommunities.com) To finish setting up your account please follow this link: http://www.inforcommunities.com/lllilinl?uname=yahaira.dejesus jhsrniami.org&pass=xkxfxwta Your initial username is: vahaira.dejesus a 'hsmiami.org Your initial password is: xkxfxwta If the above link does not work - you can copy and paste the address directly Into your web browser - or go to http://www.inforcommunities.com/l/li/inl and use the User name and password provided above. If you have login support questions, please send an email to: support@inforcommunities.com inforconnmunities.com t DeJesus, Yahaira Subject: Location: Start: End: Contract Management User Group Webex below Mon 12/19/2016 2:00 PM Mon 12/19/2016 3:00 PM Recurrence: (none) Meeting Status: Accepted Organizer: John Carrico Hi Everyone, Based on the availability of most, here is the invite for the Contract Management User Group. I'm excited to extend to you an invitation to join the Contract Management User Group. We really look forward to the discussions, networking and connection with our Infor team that this group will provide. We are planning the first meeting via WebEx on either December 19th or 20th, please send me your availability on those days. Our agenda for this meeting will be a light one: • introductions • Role of the user group ▪ Formalities- like establishing a user group leader, etc. • Meeting schedule Plan next meeting agenda items Also, please allow me to introduce you to Yvonne Cheslog. Yvonne coordinates our User Groups and will provide coordination and technical support to you to help launch the new Infor Lawson Supply Chain - Contract Management User Group Community. This new Infor Lawson Supply Chain - Contract Management User Group Community is now set up - http://www.inforcommunities.com/p/co/ly/gid=285. Here are the instructions on how to join Inforcommunities. Please join prior to our first call. 1. Click here to register for Customer Groups. 2. Press the Register button. 3. Complete all required fields on the Request Login screen. 4. After receiving your login, select Find a Community on the Community home page. 5. Find your community > Lawson > Infor Lawson Supply Chain - Contract Management User Community 6. Click on the Request to Join button. 7. Further instructions will display. 1 If you have any issues joining the user community, please send an email to vvonne.cheslog@infor.com. -- Do not delete or change any of the following text. — Join WebEx meeting Meeting number (access code): 591 233 251 Join by phone 1-650-479-3207 Call -in toll number (US/Canada) Global call -in numbers 1 Toll -free calling restrictions Can't join the meeting? If you are a host, go here to view host information. now. fi,oi Odleft rrt )1 011,; -r;;;;;;;(;:irl;I:, ,:;;Ir,!?nt bein;'; yc..31H veith ,n()t j()111 Iiii‘7:"SSi0f1 2 Jack oo Miracles &ale,k4j. CONTRACT AWARD SHEET Infor Contract Management Contract No.: j79 PHT Approval / Resolution: 110/16-053 1 Active Status Date: 112/02/2010 Contract Information PO Number: 18111614-0-SERV 1 Contract No.: IRFP 10-5140 J Requisition No.: 11069741 --- Project Title: AMENDMENT TO GPO SERVICES CONTRACT FOR CONSULTING SERVICES CO/Speciallsts: (obertson, Kenneth Project Manager: 1ISA NUNEZ Req Rcd Date: 10/07/2016 Selection: Request for Proposal if Excersing an OTR/Modification: OTR, how many are left: r Department: !FACILITIES DESIGN & CONSTRUCTION J Advertise Date:fN/A *Rcd ALL Required Docs from User Dept : [10/19/2016 Source Selection 7 If Other (Specify): l Modification !: Award Information Vendor (s) Recommended: 1MEDASSETS PERFORMANCE MANAGEMENT SOLUTIONS, INC. (VIZIENT) Original Amount: 1$ 0,00 Expiration Date of Vendor Registrat€on: 108/11/201d-_I Thls request for funding: Ls4,204,162.00 t Term of Contract: 136 MONTHS I Applicable OTR: (N/A Contract Start Date: )PENDING Contract End Date: PENDING PHT Approval / Resolution: 110/16-053 J Miracle -Bond Funded? No [ ED ASSETS HAS BEEN RETAINED TO PROVIDE CONSULTING SERVICES IN AN EFFORT TO SPEARHEAD CERTAIN COST SAVING !'INITIATIVES. THIS COST REDUCTION IS A COMBINED EFFORT OF SEVERAL INITIATIVES INCLUDING: BULK MEDICAL EQUIPMENT PURCHASING, CONSTRUCTION SERVICES FOR BULK BUILDING MATERIAL PURCHASING, OWNER DIRECT PURCHASE OF !MATERIALS FOR TAX SAVINGS, AND AN ARCHITECTURAL EFFICIENCY COST REDUCTION. MED ASSETS IS UNIQUELY QUALIFIED TO PERFORM THE SERVICES NECESSARY TO ACHIEVE THESE SAVINGS FOR SEVERAL (REASONS INCLUDING: MEDASSETS IS THE TRUST'S GPO AND WAS COMPETITIVELY SELECTED AS A RESULT OF A REQUEST FOR !PROPOSAL PROCESS, AND HAS DEEP SPECIALIZED INDUSTRY KNOWLEDGE IN MEDICAL EQUIPMENT AND CONSTRUCTION 1MEDASSETS !SERVICES PROCUREMENT. HAS PREPARED 2 PROPOSALS (ONE FOR SERVICES PERTAINING TO AGGREGATED PURCHASE PRICE REDUCTIONS Description !FOR MEDICAL EQUIPMENT AND ONE FOR AGGREGATED PURCHASE PRICE FOR CONSTRUCTION BUILDING MATERIALS) FOR THE TRUST TO DELIVER A COMBINED NET RETURN OF $29.6 M - $30.7M THROUGH SAVINGS OF $29.8M, INCREASED ISHAREBACK IN THE RANGE OF $4M - $5,1M (DEPENDING ON WHETHER JACKSON IS AT 60% OR 75% SHAREBACK WHEN PURCHASES ARE MADE) AND FEES OF APPROXIMATELY $4.2M. THESE SAVINGS AND INCREASES TO SHAREBACK WILL BE 'DELIVERED THROUGH VOLUME THAT IS INCREMENTAL TO THE TRUST'S CURRENT SPEND AND SPECIFIC TO THE AREAS OF ;CONSTRUCTION SERVICES AND EQUIPMENT STANDARDIZATION THROUGH THE CURRENT SLATE OF CAPITAL CONSTRUCTION ;AND RENOVATION PROJECTS SCHEDULED THROUGH 2020. *Procurement process begins upon receipt of fully completed / approved documents, per Procurement Regulation Revised, 08/30/2016 ' '1 'of•3 AMENDMENT TO GPO SERVICES CONTRACT FOR CONSULTING SERVICES Contracting Officer / Procurement Specialist Acknowledgment The information provided in this Contract Award Sheet is true and accurate. All due diligence requirements have been met. Sr. Contracting Officer / Sr. Procurement Specialist Contract Approval Date Contracting Officer / Procurement Date Specialist Fidel Alvarez Date Kimberly Dort Procurement Manager Contracts and Records Manager Reviewed contract terms and conditions Michelle Romano Director, Procurement Management Date Kenneth Rojfertson Director of Procurement, Construction Services Rosa Costanzo D e VP of Strategic Sourcing and Supply Chain & Chief Procurement Officer Date /e/v/x Date 'Procurement process begins upon receipt of fully completed / approved documents, per Procurement Regulation Revised: 08/30/2016 - '3 of 3 • 'AMENDMENT TO GPO SERVICES CONTRACT FOR CONSULTING SERVICES DocuSlgn Enve!ope ID: 58F3EA7B-7A52.409C-A9FA-61967075B5B2 EIGHTH AMENDMENT TO THE MASTER SERVICES AGREEMENT BETWEEN JACKSON HEALTH SYSTEM AND MEDASSETS PERFORMANCE MANAGEMENT SOLUTIONS, INC. PURSUANT TO PHT NO.: 10-5140 FOR GROUP PURCHASING ORGANIZATION SERVICES The Public Health Trust, an agency and instrumentality of Miami -Dade County, Florida (hereinafter referred to as the `Trust" or "Jackson") and MedAssets Performance Management Solutions, Inc. (f/k/a The Broadlane Group, Inc. and successor -in -interest to MedAssets Supply Chain Systems, LLC) ("MedAssets") entered into an agreement for certain healthcare group purchasing services (the "Services") effective December 2, 2010 (the "Original Agreement"). The Original Agreement has since been modified by amendments effective January 26, 2011 (the "First Amendment"), September 27, 2012 (the "Second Amendment)", March 1, 2015 (the "Third Amendment"), May 16, 2016 (the "Fourth Amendment"), October 15, 2016 (the "Fifth Amendment"), October 31, 2016 (the "Sixth Amendment"), and October 11, 2017 (the "Seventh Amendment"). Collectively, the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, and the Seventh Amendment shall hereinafter be referred to as the "Agreement". Jackson and MedAssets agree to modify the Agreement with this additional amendment (the "Eighth Amendmenr) effective June 1, 2018 (the "Eighth Amendment Effective Date") as follows: 1. Section 4.1 of the Agreement, previously modified by the Third Amendment, is deleted in its entirety and replaced with the following: "4.1 Term. The Agreement commenced December 2, 2010 ("Effective Date") and shall expire May 31, 2020 (the "Term") unless terminated earlier pursuant to Section 4.4 below. The Agreement may be renewed for up to two successive one-year terms upon mutual agreement by the parties as set forth in writing via an amendment to this Agreement." 2. Section 4.4 of the Agreement, previously modified by the Second and Third Amendments, is deleted in its entirety, and replaced with the following: "4.4 Termination for Convenience. Either party may terminate this Agreement without cause upon thirty (30) days prior written notice of termination delivered to the other party by certified mail, return receipt requested, at the address set forth herein for notices. The effective date of termination will be stated in the notice." 3. The definition of "Committed Purchase Requirement", set forth in Section 1 of Schedule 1 to the Agreement and previously modified by the Third Amendment, is deleted in its entirety and replaced with the following: "Committed Purchases Requirement. Jackson agrees that, during each consecutive twelve (12) month period commencing on the Eighth Amendment Effective Date (each a "Contract Year") the annualized aggregate purchases made by Jackson, and its Sponsored Members, if any, from Suppliers not acting in the capacity of a distributor ("Manufacturer Fee Contract Purchases") will equal or exceed One Hundred Fifty Five Million Six Hundred Nine Thousand Dollars ($155,609,000) (the "Committed Purchases Requirement:'). The parties may mutually agree to amend the Committed Purchase Requirement from time to time during this renewal term due to fluctuations of patient volume? 4. The definition of "Report" set forth in SOW 1 (Group Purchasing Program) Section 3 is deleted in its entirety. SOW 1 Exhibit A is also deleted in its entirety. 5. All references to "Report" are deleted in their entirety and replaced with "Member Statement". 6. A new defined term "Member Statement" is added to SOW 1 Section 3 as follows: Page 1 Revised May 17, 2018 MID 2498 httpsilviziontinc.mysWasforce.cam10054490000JSxcq {.m.ir> DocuSIgn Envelope HD: 58F3EA7B-7A52-409C-A9FA-61967075B5B2 "Member Statement" means a summary level statement of account covering Jackson and its Covered Facilities, indicating the dollar value of the Fee Share and any other cash payments owed by MedAssets, which MedAssets shall provide to Member at the end of each calendar quarter. if the Member Statement reflects a total net due amount from MedAssets to Jackson, Jackson will be eligible for a payment from MedAssets to be made within one hundred twenty (120) day of the end of the applicable period. MedAssets reserves the right to offset the Custom Charges, Reimbursable Expenses, fees and other amounts of any SOW for Jackson or its Covered Facilities that are past due ninety (90) days against amounts due to Jackson. The Member Statement will provide a summary of any fees, expenses, and other amounts offset by MedAssets." 7. All references to "Shareback" are deleted In their entirety and replaced with "Fee Share". 8. Section 5.3.5 of SOW 1 is deleted in its entirety and replaced with the following; "5.3.5 intentionally Deleted." 9. Beginning July 1, 2018, Section 5.3.6 of SOW 1 is deleted in lis entirety and replaced with the following. "5.3,6 Fee Share. For purchases reported subsequent to the Eighth Amendment Effective Date, MedAssets shall pay to Jackson a percentage, in accordance with the table below, of the Administrative Fees MedAssets receives from Participating Vendors (the "Fee Share") within one hundred (120) days following the end of each quarter. At the beginning of each calendar year (each a "Contract Year"), the applicable Fee Share Percentage shall equal sixty percent (60%) until the Manufacturer Fee Contract Purchases reported by Participating Vendors during the Contract Year ("Reported Purchases") exceeds Seventy Five Million Dollars ($75,000,000). Thereafter, Jackson's Fee Share Percentage may increase during a Contract Year per the table below. For any quarter during a Contract Year in which Reported Purchases exceeds an applicable tier threshold, the average Administrative Fee rate will be used to determine the amount of the gross Administrative Fees to be allocated to each applicable Fee Share Percentage tier. Reported Purchases $0 - $75,000,000.99 $75,000,001 — $170,000 000.99 $170,000,001 and Above Fee Share Percentage 75%i 77% Notwithstanding anything to the contrary stated herein, MedAssets shall not be obligated to pay Fee Share in the event that: (I) Jackson has breached a material terra of the Agreement, or this SOW, that remains uncured; (ii) a Supplier contractually prohibits MedAssets from sharing Administrative Fees with MedAssets' Members; MedAssets shall notify Jackson as soon as practical of any vendor restricting MedAssets' ability to share Administrative Fees (ill) Administrative Fees are received for which a Supplier has failed to provide sufficient detail to determine whether they are derived from purchases made by Jackson; or, (iv) a change In law or regulation occurs which ModAssels prohibits the sharing of such Administrative Fees with its members. Following the expiration of the GPO Program Term, MedAssels will continue to pay Jackson the Fee Share for any purchases that are: (a) made by Jackson prior to the expiration date and (b) reported to MedAssets by a Supplier within one hundred and eighty (180) days of the expiration date. For purposes of clarification, MedAssets will have no obligation to pay Fee Page 2 Revised May 17, 2018 MID 2498 hltpsilvizianfnc.my,saIe roic..com10064400000I5xcq t�as.E�i DocuSign Envelope ID: 58F3EA7B-7A52-409C-A9FA-61967075B5B2 Share for any purchases made by Jackson following the expiration of the Term or reported by a Supplier more Than one hundred and eighty (180) days after the expiration of the Term of this SOW. An early termination of this SOW, for any reason, shall terminate MedAssets' obligation to pay any Fee Share to Jackson after the effective date of such termination." 10. A new Section 5.4 is added 10 SOW 1 (Group Purchasing Program) as follows: "5.4 MedAssets-Sponsored Events and Expenses. Jackson shall be invited annually to MedAssets Sponsored educational events ("MedAssets Events"). if: (i) Jackson utilizes MedAssets' designated travel partner in booking travel, where applicable; (II) Jackson provides receipts of travel expenses and other required reimbursement forms in a timely manner, but no later than thirty (30) days following the MedAssets Event; and (iti) such process does not violate MedAssets' or Jackson's applicable compliance and travel policies, as each may be amended from time -to -time, MedAssets will pay for, or reimburse Jackson for, reasonable airfare and lodging expenses, in accordance with the policies set forth in (iii) above, for attending Vizlent Events. However, any amount paid for, or reimbursed by MedAssets, hereunder will be offset from amounts owed to Jackson, including, without limitation, the Fee Share, as reflected in the Member Statement." 11. All references to "Local Compliance Catalog" are deleted In their entirety and replaced with "Contract Catalog". All references to "LCC" are deleted in their entirety and replaced with "Catalog". 12. Section 4.1 of SOW 2 (Contract Catalog) is deleted in its entirety and replaced with the following: "4.1 Fees. THE CONTRACT CATALOG ANNUAL FEE OF ONE HUNDRED FOUR THOUSAND DOLLARS ($104,000) IS DISCOUNTED IN FULL BY MEDASSETS IN CONSIDERATION OF THE ADMINISTRATIVE FEES RETAINED UNDER SOW 1 (GROUP PURCHASING PROGRAM) BETWEEN THE PARTIES EFFECTIVE D ECEMBER 2, 2010, AS AMENDED, AND 15 SET FORTH HEREIN FOR DISCLOSURE PURPOSES ONLY." 13. The parties agree to terminate the services provided under SOW 3 (Strategic Information Services) and SOW 4 (Strategic Information for Pharmacy Services) effective on the Eighth Amendment Effective Date. Accordingly, SOWs 3 and 4 are deleted in their entirety. All references to "Strategic Information Services", "sr, "Strategic Information Services far Pharmacy", and "SI-Rx" are deleted in their entirety. 14. All references to "Data Extract Services" are deleted in their entirety and replaced with "Catalog Data Services". All references to "DE Services" are deleted in their entirety and replaced with "Data Services". 15. Section 3 of SOW 6 (Catalog Data Services) is deleted in its entirety and replaced with the following: "3. Fees. THE DATA SERVICES ANNUAL FEE OF SIX THOUSAND DOLLARS ($6,000) IS DISCOUNTED IN FULL BY MEDASSETS iN CONSIDERATION OF THE ADMINISTRATIVE FEES RETAINED UNDER SOW 1 (GROUP PURCHASING PROGRAM) BETWEEN THE PARTIES EFFECTIVE DECEMBER 2, 2010, AS AMENDED, AND IS SET FORTH HEREIN FOR DISCLOSURE PURPOSES ONLY. 16. The Agreement is modified to include the attached Vizlent Analytics Subscription Program Order Form, 17. Alt defined terms used in this Eighth Amendment shall have the meaning ascribed to them in the Agreement unless otherwise defined herein. Except as expressly modified by this Eighth Amendment, the terms and conditions of the Agreement and its Amendments shall remain In full force and effect. Page 3 Revised May 17, 2018 MID 2498 hitpsjMzlenlinc.my.salesforce.comf00544000001Sxcq (.an DocuSign Envelope ID: 58F3EA78-7A52-409C-A9FA-61967075B5B2 IN WITNESS WHEREOF, the parties have caused this Eighth Amendment to be duly executed by their authorized representatives as of the Eighth Amendment Effective Date, MEDASSETS PERFORMANCE MANAGEMENT THE PUBLIC HEALTH TRUST OF MIAMI-DADE SOLUTIONS, INC, ,—OocuSlgned by: (%. i • bettLar4t —2B6EBD0540DD4FF... Signature Rand Ballard Printed Name Chief Customer Officer 5123/18 Title Page 4 Revised May 17, 2018 MID 2498 htipsJlviztenllne.my,satosfarce,camt00844000001Sxcq y.o .tn COUNTY, FLORIDA 1.4sc,t Printed Name coo Date Title Date DocuSign Envelope ID: 58F3EA7B-7A52-409C-A9FA-61967075B5B2 VIZIENT ANALYTICS SUBSCRIPTION PROGRAM Order Farm This Vizient AnalytIcs Subscripllan Program Order Form (the 'Order Form') is made and entered Into by and between Vizient, inc. ("Vizleni'), a Detaware corporation having a principal place of business al 290 East John Carpenter Freeway, Irving, Texas 75062 and the subscriber ('Subscriber") Identified below. Order Form No,: VA•030718-BVALVPL- 2498 Effective Date: June 1, 2018 Member ID: 2498 Subscriber Name: Jackson Health System Network Participant (H applicable : Address: 1611 NW 121h Avenue, Miami, FL 33136 Violent Analytics Subscription(s) Please check all Subscription Program Service Descriptions that apply and complete the sections that apply below. ® Violent Savings Actualyzer-supplies BonchmarkingTM [Ver, VAL-011917L) o Vizient DeleLYNXTM [Ver. VDL-032116L) o Vizient Savings Actualyzer-Pharmacyro [Ver. VPL•100615L] a Vizient Savings Acivalyzer-CapltelT (Ver. VALC-070717L) o Vizient Savings Acivatyzer-Purchased SorvlcesTM [Ver. VALPS-070717L1 LTO, Is the purchase In connection with a Limited Time Olfercempalgn7 (If yes, please check the box for each 5ubscriptkrn Program that applies and complete and submit a LTO Form with this Order Form a Yes IS No Are there any modifications to this Order Form? (if yes, please check the box for each Subscription Program that applies and complete and submit a Subscription Modification Form wlh this Order Form, teYes No Vizient Sales Contact: Name: Robert Minton Phone: 972-830.0505 Title: Associate VP, Enterprise Clients Email: bob.minton@vizientinc.com Subscriber Contact: Name: Vanessa Goodnow Phone: 305.585.7411 Title; Director of Pharmacy Services Email: vpdce@jhsmiemi.org z entSavings ctua yzer St! plies Bencilinarkin Subscription Service Term: Annual Subscription Foe List Price: Subscription Status: re New Subscription o 1 Year @ 2 Year a 3 Year a Other $ Renewal Modification: Commencement Date: s Yes i r No June 1, 2018 Eligible Discounts: ra Member u Network Participant o Multi•Produel ce Multi -Year 13 Bundler t i LTO Discounted Annual Subscription Fees: Year 1: $133,484 discounted in full b Vizient Year 2: $ 133,484 (discounted in full b Violent Year 3: $ Vizient DataLYNX Subscription Status: New Subscription r Renewal Modification: a Yes [: No Version: I Enhance € i Consolidate Subscription Service Term: n 1 Year a 2 Year a 3 Year i Other Commencement Date: Annual Subscription Fee List Price: $ Initial Item Master Size (Sesellne): Per Item Charge: Eligible Discounts: u Member I Network Participant i i Multi Product r ] Muhl -Year n Bundle n LTO Discounted Annual Subscription Fees: Year 1: $ Year 2: $ Year 3 $ © 2016 Violent, Inc. All rights reserved. (Rev. 040115L) (Order Forn No: VA-030718-BVALVPL-24981 5 Vizient, Inc, Confidential Information. DocuSIgn Envelope ID: 58F3EA7B-7A52-409C-A9FA-61967075B5B2 Vizient Savings Actualyzer Plianrracy Subscription Status: Subscription Service Term; a New Subscription o Renewal Modification: c1 Yes D No ❑ 1 Year r 2 Year 0 3 Year a Other Commencement Date: June 1, 2018 Annual Subscription Fee List Price: 5 Eligible Discounts: Discounted Year 1: Annual Subscription Fees: Vfzient Savings Actual er-Cn. dal Subscription Service Term: o Member o Network Participant c Multl•Pmduct o Multi -Year 0 Bundle 0 LTO Subscription Status: Year 2: o New Subscription ci Renewal o 1 Year a 2 Year u 3 Year o Other Year 3: $ Modification: commencement Date: Yes o No Annual Subscription Fee List Price: $ Eligible Discounts: Discounted Year 1: $ Annual Subscrt.Uon Fees: Vizient Savings Actuatyze r Purchased Services Subscription Service Term: Annual Subscription Fee List Price: Eligible Discounts: a Member o Network Participant o Muitl•Product a Multi -Year n Bundle o LTO Subscription Status: Year 2: $ o New Subscription 0 Renewal Year 3: $ Modification: 01 Year a 2 Year o 3 Year o Other I Commencement Dale: a Yes oNo a Member ❑ Network Participant o Multi -Product o Multi -Year a Bundle a LTO Discounted Year 1: $ Annual Subscri lion Fees: Year 2: $ Year3: $ Total;.;: Subscription Program Fees:'; Year 1: $133,484 (Discounted by $133,484 by Vizlent) Year 2: $ 133,484 (Discounted by $133,484 by Vlztent) If Subscriber is a Member, dues Subscriber request the Vizient Member Statement payment option? Of yes, please also cam Mete and submit a MS Form for review and a. 'naval b Vlzient Finance/Accounll .. The Subscription PPegmm Pees and related discounts offered by Vizlent to Subscriber through this Order Form are available for a limited time only and will expire on the discount expiration date ('Discount Expiration Date specified In this Order Form. If Subscriber elects to sign and retum this Order Form after the Discount Expiration Date, Vizient, at its solo discretion, will have the option to accept or reject this Order Form. Vizient will confirm an re action of this Order Form In watt Authorized Signatures'. -ubs riber Name: Title: Dale: Please send electronic copy for Vizient countersignature and processing to the following email address: a Yes o No Discount Expiration Date. June 30, 2016 VIzient, Inc. DocuSfgned by: Signature: Name: Dare: executedagreements©vizientinc.com b 2e6EHDOS401.u4FF.. Rand Ballard Chief Customer Officer 5123/18 For Vlzfent Infernal Use Only h tips://vlzlentlnc.mv.salesforco, com/0054400O001Sxcq 02016 Vizient, Inc. All rights reserved. (Rev. 04011514 (Order Form No: VA-030718-BVALVPL-2498 ) 6 Vizient, Inc, Confidential Information. DoeuSign Envelope ID: 58F3EA7B-7A52-409C-A9FA-61967075B582 9 I Vizlent Analylres Subscription Terms and Conditions 1. Terms and Conditions. This Order Form Is entered between the Subscriber and Vizlent for the purchase of the Vizlent enalytics subscription service(s) Identified on the Order Form (the 'Subscription Services"). The Subscription Services are provided subject to this Order Form and Subscriber's separate signed Master Services Agreement with MedAssets dated December 2, 2010. The Master Services Agreement (the 'Agreement'), together with the applicable Service Description(s), as defined below, are Incorporated by reference herein. This Order Form may be terminated for breach In accordance with the terms of the Agreement. Notwithstanding anything to the contrary In the Agreement, thls Order Fonn may not be terminated for convenience. if the Agreement is terminated for convenience, the terns and conditions of the Agreement survive for the limited purpose of governing this Order Form for its remaining term. 2,, Sub criptlon Services, The Subscription Services are provided in accordance with the applicable Subscription Program Service Description identified on the Order Form (the 'Service Descriptlon(s)'). Subscriber agrees that by utilizing the Subscription Services beyond the initial Subscription Services Term, as defined below, the Ihen-current Service Description(s) will apply unless the parties have agreed otherwise in writing. 3. Subscription Service Term. The Subscription Services will begln on the respective commencement date Indicated on the Order Form and continue for the specified term. Vizlent shall have the right at any time to discontinue the delivery of the Subscription Services in the event Vizlent, in its sole discretion, withdraws the Subscription Service(s) as a general offering or the Subscription Services are translOoned to successor offerings by Vizlent. If either of the foregoing is applicable, Vlztant will provide Subscriber with at least sixty (60) days prior written notice and, if applicable, will refund Subscriber a pro rata portion of any prepaid Subscription Fees. 4. r4ppllcatlon of the Multi-Year/Muhl-product Discount The 'Multi-Year/Multi-Product Discount' Subscription Fees amount noted in the Vizlent Analytics Subscription Program Order Form are calculated and quoted, as applicable, based on the number of Vizlent Analytics subscriptions Subscriber has in place as of the Effective Date of the Order Form. To qualify for the applicable discount, Subscriber Is required to subscribe to at least hvo (2) Vizlent Analytics subscription -based products (e.g., Vizlent Savings Actualyzerm, Vizient DataLYNX Enhance and/or Vizlent Savings Actual yzer•Phanmacyru) (the "Qualifying Subscriptions"). If during the Initial Subscription Program Term or any annual renewals thereafter Subscriber doss not have such a Qualifying Subscription, then the 'Multi-Year/Mufti- Product Discount' Subscription Feas, es applicable, shall not apply, and the "Muhl Year Tenn Discount' Subscription Fees, as applicable, shall apply. Any change to Qualifying Subscription status during the Tenn of this Order Form shall result in a change to the Subscription Fees under this Order Form as of the effective date of such Qualifying Subscription status change, and any such change to the Subscription Fees shall be reflected in the next Invoice after the effective date of such Qualifying Subscription status change. 5, Fees, Expenses and tnvelcina. Subscriber agrees to pay Vizlent all subscription fees end one-time set-up fees (If applicable) stated in this Order Form when due (collectively the `Subscription Foes'). Subscription Fees will be invoiced quarterly in advance commencing on the Effective Date of this Order Form and are due within forty-five (45) days from receipt of a proper Invoice. Subscriplian Fees are non- refundable except as otherwise provided herein. VIzient will deduct the Custom Charges from Member cash received through the Member Statement process on an equally amortized quarterly basis for the duration of the Term. If Custom Charges for any given quarter exceed the Member Statement cash distribution amount from Vizlent before deducting for the Custom Charges for that quarter, Vlziont will invoice Member for the Custom Charges and Member will be required to pay the Invoiced balance directly to Vizlent within thirty (30) days of receipt. Invoices shall be sent to: Name Tliie Address Phone email Additionally, in the event Member requires specific Information (i.e. purchase order number) to be included on each invoice to process payment, Member shall mark the appropriate box below: Purchase Order Number„- (must be provided at time of contract execution, and annually thereafter by Member) Li Contract Identification Number (must be provided at time of contract execullen, and annually thereafter by Member) Other Information . . 02016 Vizlent, Inc. All rights reserved. (Rev. 010115L) (Order Form No: VA-030718•BVALVPL-2488 j 7 Vizlent, Inc. Confidential Information. DocuSign Envelope ID: 58F3EA7B-7A52-409C-A9FA-61967075B5B2 nt 6. Entire Agreement This Order Form together with applicable Service Descrlption(s), the Agreement, and any ancillary forms that explicitly reference this Order Form (Individually and coltectively, the "Order Form Supplements") shall constitute the complete agreement between the parties and supersedes all prior or contemporaneous oral or written representations, promises, quotes and proposals with respect to the subject matter covered by this Order Form. This Omer Form may only be modified In writing by the authorized representatives of the parties. In the event of any conflict of terms the following order of precedence shall govern: (I) Order Form Supptement(s), (II) the Order Form, (Ili) Service aescriptlon(s), and (Iv) the Agreement. 0 2016 V€zlant, Inc. All rights reserved. (Rev, 04011514 [Order Form No: VA-030718-BVALVPL-2498 j 8 Vizier'', Inc. Confidential information, DocuS€gn Envelope ID: 58F3EA78-7A52-409C-A9FA-619670758582 VIZIENT ANALYTICS SUBSCRIPTIONPROGRAM Member Statement Payment Option This Vizient Member Statement Payment Option Form ('M/S Form') Is being submitted by subscriber ('Subscriber") to Vlzient, Inc. ('Vizlenl') in connection with the Subscriber's purchase of the Vlzlent servlce(s) identified In the referenced Order Fern (the "Order Form'). M/S Form No,: Subscriber Name: Address: VA•030718- BVALVPL-2498- Effective Dale: June 1, 2018 0/8 Jackson Health System 1811 NW 12th Avenue, Miami, FL 33136 Order Form Na.: Member MO 2498 t VA-030718•BVALVPL-2498 Authortxatian of Payment of Subscrrptron Fees and or Reimbursable: Expenses` via the Member Statement: Process. Subscription Fees and/or Reimbursable Expenses payable by Member under this Order Form may be deducted from Member cash received through the Member Statement process, If approved by the Members CEO, CFO, CAO or their written designee (Identified below If applicable), If Subscription Fees and/or Reimbursable Expenses for any given quarter exceed the cash distribution amount from Vlzient before deducting for the Subscription Fees and/or Reimbursable Expenses for that quarter, Member will be required to pay the invoiced balance directly to Vizient within thirty (30) days of receipt. To authorize this payment option, !ha System level CEO, CFO, CAO, or their written designee must complete the following and sign this M/S Form. Please deduct the following Items related to this SOW from the cash distributed to Member as part of V€zlent's Member Statement process (initial appropriate Items): a) Subscdpllon Fees only b) Reimbursable Expenses only (if applicable) c) Subscription Fees and Reimbursable Expenses (If applicable) Authorized Designees: Carlos Mona and Mark Knlehl If Member elects this payment option, copies of Invoices offset by Member Statement funds will be sent to Member far record keeping purposes. If the CEO, CFO or CAO would like to authorize an additional designee, please request a Custom Charge Designee form from viziontgs@vlzientinc,com. This M/S Form modifies the referenced Order Form and Is incorporated by reference In such Order Font (referred to in the Order Form as an "Order Form Supplement"). Except as otherwise specified In this M/S Form, defined terms shall have the meaning set forth In the Order Form. In the event of any conflict between the terms of the Order Form and the MIS Form, the M/S Form shall control, This M/S Forrn may only be modified In wrilin • b the authorized re • resentatives of the • arties. Signature: Name: 777!!e: Date: Authorized Signatures4P scri ( .Y)(A ) Please send electronic copy for V/z/ent countersignature and processing to the following email address: Vizient, Inc, ,-OocuSlgnedby: Signature: Name: Title: Dale: '--2B Eaon540004Fr__ Rand Ballard Chief Customer Officer 5/23/18 For Vizient Infernal Use Only executedagraements@vizientlnc.com ( httpsi/v1ztent/nc.mv.salesforce.cam/00644000O01Sxcq 02016 Vizient, Inc. All rights reserved. (Rev. 040115L) [Order Form No: VA-030718-BVALVPL-2498.0/S ) 9 Vizient, Inc, Confidential information, DocuSign Envelope ID: 08DDCED4-22DC-4D68-84BB-B7C61 BE7ABO8 NINTH AMENDMENT TO THE MASTER SERVICES AGREEMENT BETWEEN JACKSON HEALTH SYSTEM AND MEDASSETS PERFORMANCE MANAGEMENT SOLUTIONS, INC. PURSUANT TO PHT NO.: 10-5140 FOR GROUP PURCHASING ORGANIZATION SERVICES The Public Health Trust, an agency and instrumentality of Miami -Dade County, Florida (hereinafter referred to as the "Trust" or "Jackson") and MedAssets Performance Management Solutions, Inc. (f/k/a The Broadlane Group, Inc. and successor -in -interest to MedAssets Supply Chain Systems, LLC) ("MedAssets") entered into an agreement for certain healthcare group purchasing services (the "Services") effective December 2, 2010 (the "Original Agreement"). The Original Agreement has since been modified by amendments effective January 26, 2011 (the "First Amendment"), September 27, 2012 (the "Second Amendment)", March 1, 2015 (the "Third Amendment"), May 16, 2016 (the "Fourth Amendment"), October 15, 2016 (the "Fifth Amendment"), October 31, 2016 (the "Sixth Amendment") October 11, 2017 (the "Seventh Amendment") June 1, 2018 (the "Eighth Amendment") and June 1, 2020 (the "Ninth Amendment"). Collectively, the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, Eighth Amendment, and the Ninth Amendment shall hereinafter be referred to as the "Agreement". Jackson and MedAssets agree to modify the Agreement with this additional amendment (the "Ninth Amendment") effective June 1, 2020 (the "Ninth Amendment Effective Date") as follows: 1. Article 4 Section 4.1 is deleted in its entirety and replaced with the following: 4.1 Term. The Agreement commenced December 2, 2010 ("Effective Date") and shall expire May 31, 2023 (the "Term") and shall renew for two (2) additional one year optional terms (each a "Renewal Term") unless terminated earlier pursuant to Section 4.4 below. The Renewal Term shall be memorialized in a mutually agreed upon written amendment executed by the parties. 2. The definition of "Committed Purchase Requirement" in Section 1 of Schedule 1 of the Agreement is deleted in its entirety and replaced with the following: Committed Purchases Requirement. Jackson agrees that, during each consecutive twelve (12) month period commencing on the Ninth Amendment Effective Date (each a "Contract Year"), the annualized aggregate purchases made by Jackson, and its Sponsored Members, if any, from Suppliers not acting in the capacity of a distributor ("Manufacturer Fee Contract Purchases") will equal or exceed $165,000,000 (the "Committed Purchases Requirement"). 3. Section 5.3.3. of SOW 1, Section 3 is deleted in its entirety and replaced with the following: 5.3.3 Implementation and Utilization. In addition to the employees set forth in SOW 5, MedAssets shall provide two (2) dedicated resources ("Resource") to assist Jackson and its Members in implementing and utilizing the Program and shall monitor the performance of the Participating Vendors for the Term of the Agreement for the annual service fee reflected in the chart below (collectively, "Resource Service Fee"). Upon request, Jackson shall assist MedAssets in securing access to invoices, payment and/or receiving documents to resolve any question of Participating Vendor compliance. THE RESOURCE SERVICE FEES SET FORTH HEREIN ARE FOR DISCLOSURE PURPOSES ONLY AND ARE DISCOUNTED IN FULL IN CONSIDERATION OF THE ADMINISTRATIVE FEES RETAINED BY MEDASSETS IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS SOW. IF MEMBER TERMINATES OR BREACHES THIS SOW, MEDASSETS DISCOUNT OF THE RESOURCE SERVICE FEES IS TERMINATED EFFECTIVE IMMEDIATELY. © 2016 Vizient, Inc. All rights reserved. (Rev. 040115L) [Order Form No: VA-030718-BVALVPL-2498-S/M 1 DocuSign Envelope ID: 08DDCED4-22DC-4D68-84BB-B7C61 BE7ABO8 Contract Year Resource Service Fee June 1, 2020- May 31, 2021 $348,662 In addition to the employees set forth in SOW 5, MedAssets shall provide one (1) dedicated analyst ("Analyst") to assist Jackson and its Members in implementing and utilizing the Program and shall monitor the performance of the Participating Vendors for the Term of the Agreement for the annual service fee reflected in the chart below (collectively, "Analyst Service Fee"). Upon request, Jackson shall assist MedAssets in securing access to invoices, payment and/or receiving documents to resolve any question of Participating Vendor compliance. THE ANALYST SERVICE FEES SET FORTH HEREIN ARE FOR DISCLOSURE PURPOSES ONLY AND ARE DISCOUNTED IN FULL IN CONSIDERATION OF THE ADMINISTRATIVE FEES RETAINED BY MEDASSETS IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS SOW. IF MEMBER TERMINATES OR BREACHES THIS SOW, MEDASSETS DISCOUNT OF THE ANAYLYST SERVICE FEES IS TERMINATED EFFECTIVE IMMEDIATELY. Contract Year Analyst Service Fee June 1, 2020- May 31, 2021 $81,250 4. Section 5.3.6 of SOW 1 of the Agreement is deleted in its entirety and replaced with the following: 5.3.6 Fee Share. For purchases reported subsequent to the Ninth Amendment Effective Date, MedAssets shall pay to Jackson a percentage, in accordance with the table below, of the Administrative Fees MedAssets receives from Suppliers (the "Fee Share") within one hundred twenty (120) days following the end of each quarter. At the beginning of each Contract Year, the applicable Fee Share Percentage shall equal (61 %) until the Administrative Fees reported to Vizient by Suppliers during the Contract Year ("Reported Purchases") equals or exceeds ($75,000,000). Thereafter, Jackson's Fee Share Percentage may increase during a Contract Year per the table below. For any quarter during a Contract Year in which Reported Purchases exceeds an applicable tier threshold, the average Administrative Fee rate will be used to determine the amount of the gross Administrative Fees to be allocated to each applicable Fee Share Percentage tier. At the beginning of each new Contract Year the Fee Share Percentage will reset to sixty percent (61 %). Reported Purchases Fee Share Percentage $0 - $75,000,000 61% $75,000,001 — 170,000,000 76% $170,000,001— and Above 80% Notwithstanding anything to the contrary stated herein, MedAssets shall not be obligated to pay Fee Share in the event that: (i) Jackson has breached a material term of the Agreement, or this SOW, that remains uncured; (ii) a Supplier contractually prohibits MedAssets from sharing Administrative Fees with MedAssets' Members; (Hi) Administrative Fees are received for which a Supplier has failed to provide sufficient detail to determine whether they are derived from purchases made by a Covered Members; or, (iv) a change in law or regulation occurs which MedAssets reasonably believes prohibits the sharing of such Administrative Fees with its Members. Following the expiration of the Term of this SOW, MedAssets will continue to pay Jackson the Fee Share for any purchases that are: (a) made by Jackson prior to the expiration date and (b) reported to MedAssets by a Supplier within one hundred and eighty (180) days of © 2016 Vizient, Inc. All rights reserved. (Rev. 040115L) [Order Form No: VA-030718-BVALVPL-2498-S/M 2 DocuSign Envelope ID: 08DDCED4-22DC-4D68-84BB-B7C61 BE7ABO8 the expiration date. For purposes of clarification, MedAssets will have no obligation to pay Fee Share for any purchases made by Jackson following the expiration of the Term or reported by a Supplier more than one hundred and eighty (180) days after the expiration of the Term of this SOW. An early termination of this SOW, for any reason, shall terminate MedAssets' obligation to pay any Fee Share to Jackson after the effective date of such termination. 5. Section 4.1 and 4.2 of SOW 2 (Local Compliance Catalog) is deleted in its entirety and replaced with the following: 4.1 Fees. MedAssets will provide the Services described herein to Member for an annual service fee of $14,250 ("Annual Service Fees"). THE ANNUAL FEES SET FORTH HEREIN ARE FOR DISCLOSURE PURPOSES ONLY AND ARE DISCOUNTED IN FULL IN CONSIDERATION OF THE ADMINISTRATIVE FEES RETAINED BY MEDASSETS IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS SOW. IF MEMBER TERMINATES OR BREACHES THIS SOW, MEDASSETS DISCOUNT OF THE ANAYLYST SERVICE FEES IS TERMINATED EFFECTIVE IMMEDIATELY. 6. The Agreement is modified to include the attached Vizient Analytics Services Order Form. 7. All defined terms used in this Ninth Amendment shall have the meaning ascribed to them in the Agreement unless otherwise defined herein. Except as expressly modified by this Ninth Amendment, the terms and conditions of the Agreement and its Amendments shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Ninth Amendment to be duly executed by their authorized representatives as of the Ninth Amendment Effective Date. MEDASSETS PERFORMANCE MANAGEMENT THE PUBLIC HEALTH TRUST OF MIAMI-DADE SOLUTIONS, INC. COUNTY, FLORIDA DocuSigned by: rAl&i, a. t5kAri, `-2B6EBD0540DD4FF... Signature Rand Ballard Printed Name Chief Customer Officer ,—DocuSigned by: (aypvFLe,s ,,aa�. rNl,i�bya JIgrityte cED71E425... Carlos Migoya Printed Name 5/28/2020 1 9:35:58 AM CDT CEO Title 6/4/2020 Date Title Date This Amendment has been approved by the PHT Board of Trustees via Resolution No. 04/2020 - 020 as approved on April 28, 2020. © 2016 Vizient, Inc. All rights reserved. (Rev. 040115L) [Order Form No: VA-030718-BVALVPL-2498-S/M 3 DocuSign Envelope ID: 08DDCED4-22DC-4D68-84BB-B7C61 BE7ABO8 vizient© VIZIENT ANALYTICS SERVICES ORDER FORM Vizient, Inc. ("Vizient") will provide the services detailed in this Vizient Analytics Services Order Form (this "Order Form") to The Public Health Trust of Miami -Dade County, Florida who own's and operates the Jackson Health System, a Florida not -for - profit corporation and the Covered Facilities set forth in Exhibit A ("Member") for the Service Fees indicated hereunder. This Order Form is made pursuant to the terms and conditions set forth in the Master Services Agreement dated June 1, 2020, including any amendments or addendums thereto (collectively, the "Master Agreement"). As such, all capitalized terms used herein and not otherwise defined in this Order Form will have the meanings ascribed to such terms in the Master Agreement. This Order Form is effective as of June 1, 2020 ("Effective Date"). Vizient and Member are sometimes referred to herein individually as a "Party" and collectively as the "Parties." As of the Effective Date, this Order Form will supersede that certain Vizient Analytics Services Order Form between Jackson Health System and Vizient, Inc. dated April 1, 2019. For the avoidance of doubt, this Agreement shall govern the period commencing on the Effective Date. Any reference to, or description of any right or obligation of, "Member" in this SOW shall also include Covered Facilities unless specifically delineated. Vizient Analytics Services Please check all Services that apply and complete the applicable sections below. D Vizient DataLYNXTM Consolidate [4016; Ver. VDL-032116L] D Vizient DataLYNXTM Enhance [4015; Ver. VDL-032116L] D Vizient Savings Actualyzer ("VSA") - Capital TM [4002; Ver. VALC-070717L] C Vizient Savings Actualyzer - PharmacyTM [4086; Ver. VASP-031318L] D Vizient Savings Actualyzer - Purchased Services TM [4084; Ver. VALPS-070717L] 0 Vizient Savings Actualyzer - Supplies with BenchmarkingTM [4075; Ver. VAL-011917L] Member Supply Name: Rosa Costanzo Phone 305-585-7333 Chain Contact: Title: VP Email: rcostanzo@jhsmiami.org Vizient DataLYNX Version: ❑ Consolidate Total Item ❑ Enhance Masters**: Total Lines Charge Per Line (Baseline): Over Baseline: $1.30 Term: ❑ 1 Year ❑ 2 Year ❑ 3 Year ❑ 4 Year D 5 Year Service Commencement Date: Non -Discounted Annual Service Fee: Discounts: D Multi -Year 0 Bundle Annual Service Fees (after Discounts): Year 1: $ Year 2: $ Year 3: $ Year 4: $ Year 5: $ **Any requests for additional Item Masters made on or after the Effective Date will result in additional Service Fees. VSA — Capital Term: ❑ 1 Year ❑ 2 Year D 3 Year D 4 Year ❑ 5 Year Service Commencement Date: Non -Discounted Annual Service Fee: Discounts: ❑ Multi -Year ❑ Multi -Product 0 Bundle Annual Service Fees (after Discounts): Year 1: $ Year 2: $ Year 3: $ Year 4: $ Year 5: $ VSA — Pharmacy Term: ❑ 1 Year ❑ 2 Year C 3 Year D 4 Year ❑ 5 Year Service Commencement Date: June 1, 2020 © 2016 Vizient, Inc. All rights reserved. (Rev. 040115L) 4 [Order Form No: VA-030718-BVALVPL-2498-S/M ] DocuSign Envelope ID: 08DDCED4-22DC-4D68-84BB-B7C61 BE7ABO8 Non -Discounted Annual Service Fee: Discounts: 0 Multi -Year 0 Multi -Product 0 Bundle Annual Service Fees (after Discounts): Year 1: $85,000 (55,000 funded by Vizient) Year 2: $85,000 (41,250 funded by Vizient) Year 3: $85,000 (27,500 funded by Vizient) Year 4: Year 5: VSA — Purchased Term: 0 1 Year 0 2 Year 0 3 Year 0 4 Year 0 5 Year Services Service Commencement Date: Non -Discounted Annual Service Fee: Discounts: ❑ Multi -Year 0 Multi -Product 0 Bundle Annual Service Fees (after Discounts): Year 1: $ Year 2: $ Year 3: $ Year 4: $ Year 5: $ Term: VSA — Supplies with 0 1 Year 0 2 Year 0 3 Year 0 4 Year 0 5 Year Benchmarking Service Commencement Date: June 1, 2020 Non -Discounted Annual Service Fee: Discounts: ❑ Multi -Year 0 Multi -Product 0 Bundle Annual Service Fees (after Discounts): Year 1: $140,000 (90,000 funded by Vizient) Year 2: $140,000 (67,500 funded by Vizient) Year 3: $140,000 (45,000 funded by Vizient) Year 4: Year 5: IN WITNESS WHEREOF, of the Effective Date. Vizient, Inc. By: the Parties have caused this Order Form to be executed Docusigned by: The Public Health r,,,,t yr , U., b � By: by their duly authorized representatives as Trust of Miami -Dade County �DocuSign/e�d,by: (Aytbs Y �'Ur�O�/v,Ii(a Printed Name: Title: ®agaeD3aFF. Rand Ballard Printed Name: Title: \"--AOF ACOED7]E425... Carlos Migoya Chief Customer Officer CEO 5/28/2020 19:35:58 AM CDT 6/4/2020 Date: Date: Please sign, scan, and email to: executedagreements@vizientinc.com. Vizient will provide a fully executed electronic copy to Member. © 2016 Vizient, Inc. All rights reserved. (Rev. 040115L) 5 [Order Form No: VA-030718-BVALVPL-2498-S/M ] DocuSign Envelope ID: 08DDCED4-22DC-4D68-84BB-B7C61 BE7ABO8 Services Terms and Conditions 1. Services. Vizient will provide the foregoing services (collectively, "Services") in accordance with the applicable services descriptions (collectively, the "Services Descriptions") located on https://www.vizientinc.com/our-solutions/supply-chain- solutions/Solution-Service-Descriptions. Vizient will provide an electronic or hard copy of all applicable Services Descriptions upon Member's request. 2. Term. The initial term for all applicable foregoing Services will commence on the respective Services Commencement Date and continue for a period of three (3) years ("Initial Term"). There will be two successive renewal options of one year each available and can be exercised by written modification approved by the Parties. The Service Fees for each Renewal Term will be at the then -current rate for each applicable Service. The Initial Term and any Renewal Terms are collectively referred to herein as the "Term." 3. Termination. This Order Form may be terminated for convenience by either Party upon thirty (30) days written notice of termination delivered to the other Party by certified mail, return request requested, at the address set forth in the Master Agreement. The effective date of the termination will be set forth in the notice. If the Master Agreement is terminated for convenience, the terms and conditions of the Master Agreement survive for the limited purpose of governing this Order Form for its remaining Term. 4. Discounts. Any modifications or cancellations to the Services after the Effective Date may result in termination of any discounts provided to Member as of the termination date, and Vizient reserves the right to apply the standard Service Fee rate, effective as of the date Member is no longer eligible to receive such discount(s). 5. Service Fees. Vizient will provide Services to Member for the service fees set forth above ("Service Fees"). Member agrees that any additional facility seeking Services hereunder, on or after the Effective Date, will result in additional Service Fees. Services -related expenses for data entry, travel, meals, lodging, and other administrative costs, such as postage, copying, and overnight mailing ("Reimbursable Expenses"), are in addition to the Service Fees set forth and must be pre -approved by Member. 6. Invoicing. THE SERVICE FEES SET FORTH HEREIN ARE FOR DISCLOSURE PURPOSES ONLY AND ARE PARTIALLY DISCOUNTED IN CONSIDERATION OF THE ADMINISTRATIVE FEES RETAINED BY VIZIENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THE PARTIES' GROUP PURCHASING PROGRAM STATEMENT OF WORK OR OTHER EQUIVALENT AGREEMENT ("GPO SOW"); PROVIDED, HOWEVER, ANY TERMINATION OR BREACH OF THE GPO SOW WILL AUTOMATICALLY TERMINATE VIZIENT'S DISCOUNT OF ALL APPLICABLE SERVICES, EFFECTIVE IMMEDIATELY. Vizient will invoice any outstanding Service Fees (if the above -referenced discount doesn't apply) in equal quarterly installments and will invoice Reimbursable Expenses, as incurred, on a monthly basis. Member will pay all invoices within 30 days of receipt. Invoices will be addressed to: Name/Title/Dept.: Address: Member Contact Information Name/Title: Phone: © 2016 Vizient, Inc. All rights reserved. (Rev. 040115L) [Order Form No: VA-030718-BVALVPL-2498-S/M 6 DocuSign Envelope ID: 08DDCED4-22DC-4D68-84BB-B7C61 BE7ABO8 Email: 7. Member Statement Offset Option. If adequate funds are available, Member may elect to have Service Fees and/or Reimbursable Expenses offset from Member's available cash distributions. If Member intends to elect this option, Member shall request, complete, and return the Offset Authorization Form via email to MSD@vizientinc.com. © 2016 Vizient, Inc. All rights reserved. (Rev. 040115L) [Order Form No: VA-030718-BVALVPL-2498-S/M 7 DocuSign Envelope ID: 08DDCED4-22DC-4D68-84BB-B7C61 BE7AB08 Exhibit A — Covered Facilities Vizient MID NAME Address City ST ZIP 1 2498 Jackson Health System 1611 NW 12th Ave Miami FL 33136 © 2016 Vizient, Inc. All rights reserved. (Rev. 040115L) [Order Form No: VA-030718-BVALVPL-2498-S/M 8