ORDER NO. 30991
DATA PROCESSING SERVICES AGREEMENT WITH INDIGENT HEALTHCARE
SOLUTIONS
Came to be heard this the 8th day of September, 2008, with a motion made by
Commissioner Baldwin, seconded by Commissioner Williams. The Court unanimously
approved by a vote of 4-0-0 to:
Approve the renewal of the Data Processing Services Agreement with Indigent
Healthcare Solutions, and authorize the County Judge to sign same.
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COMMISSIONERS' COURT AGENDA REQUEST
PLEASE FURNISH ONE ORIGINAL AND TEN (10) COPIES OF THIS
REQUEST AND DOCUMENTS TO BE REVIEWED BY THE COURT
MADE BY: Jeannie Hargis
MEETING DATE: September 8, 2008
OFFICE: County Auditor
TIME PREFERRED:
SUBJECT: Consider, discuss and take appropriate action to renew the Data Processing
Services agreement with Indigent Healthcare Solutions and allow County Judge to sign
same.
EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON)
NAME OF PERSON ADDRESSING THE COURT: Jeannie Hargis
ESTIMATED LENGTH OF PRESENTATION:
IF PERSONNEL MATTER -NAME OF EMPLOYEE:
Time for submitting this request for Court to assure that the matter is posted in
accordance with Title 5, Chapter 551 and 552, Government Code, is as follows:
Meeting scheduled for Mondays: 5:00 PM previous Tuesday
THIS REQUEST RECEIVED BY:
THIS RQUEST RECEIVED ON:
@ .M.
All Agenda Requests will be screened by the County Judge's Office to determine if adequate
information has been prepared for the Court's formal consideration and action at time of Court
Meetings. Your cooperation will be appreciated and contribute towards your request being
addressed at the earliest opportunity. See Agenda Request Rules Adopted by Commissioners'
Court.
Indigent Healthcare Solutions
July 1, 2008
Ms. Nona Tucker
Kerr County Assistant Auditor
710 Water Street
Kerrville, Texas 78028
Re: Renewal Contracts
Dear Nona:
Per our conversation, I have enclosed two original copies of the renewal contracts. Please
have Judge Tinley sign both copies and return one copy back to us. I have included a
return label for your convenience. If you need anything else, please do not hesitate to call
me toll free at 1-800-834-0560. Thank you for your business and we look forward to
serving you for years to come.
Thank you, _
~~`
Tonya Robison
Office Manager
~t l r r ~ ~`' ~~~1$
2040 North Loop 336, Suite 304
Conroe, Texas 77304
(936) 756-6720
(936) 756-6741 Fax
Data Processing Services Agreement
THIS AGREEMENT is entered into and executed on the date set forth below, by and between
Indigent Healthcare Solutions, Ltd. ("IHS"), having offices located at 2040 North Loop 336, Suite
304, Conroe, Texas 77304, and Kerr County ("County") with administrative offices located at 700 E.
Main Street, Kerrville, Texas 78028:
Check one: Onsite Installation X Hosted Installation
WHEREAS, the Commissioners Court of the County has determined that a public necessity exists to
preserve, store, process, retrieve and organize certain data and information of the County in
order to prevent material losses to the County and to comply with the terms and conditions of
the Texas Indigent Health Care and Treatment Act, Texas Health & Safety Code, Subtitle C,
Chapter 61 (the "Act");
WHEREAS the Commissioners Court of the County has determined that it needs to contract for data
processing services; and
WHEREAS, the Commissioners Court of the County has determined that such data processing services
would be best provided by IHS; and
WHEREAS, IHS is willing to enter into this agreement upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, for and in consideration of the premises stated above and of the mutual covenants,
agreements, and promises hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. AGREEMENT TO PROVIDE SERVICES
The County agrees to retain IHS as an independent contractor, and IHS agrees to provide service to the County upon the
terms and conditions hereinafter stated.
2. TERM
This Agreement shall have an Initial Term of Two (2) years commencing on September 1, 2008, and continuing to and
including September 1, 2010.
This Agreement shall automatically renew for successive Renewal Terms of term equal to the Initial Term unless either
party notifies the other in writing no later than ninety (90) days before the end of the Initial Term or the then-current
Renewal Term, as applicable, either (a) that the Agreement shall ternunate at the end of the said applicable Term instead
of being renewed; or (b) requesting a Renewat Term of lesser duration, which request shall be subject to the agreement of
the other party; provided, however, that the total duration of this Agreement shall not exceed twenty-five (25) years as
provided by Texas Local Government Code section 271.009, or such other total term as permitted from time to time
under applicable law.
3. POST-EXPIRATION ASSISTANCE
IHS Data Processing Service Agreement (Rev.120205swf9-120205))vlOsw(082607 Page 1 of 12
Upon termination of this Agreement in part or in full by action of the terms herein or upon action of the parties, IHS wil l
assist in the transferal of the County's data files in the possession of IHS pursuant to this Agreement, including conversion
of such data to an other data format usable by the County; provided, however, that use of such format does not violate the
proprietary rights of IHS or any third party.
The County shall be responsible for reasonable fees to and costs incurred by IHS for such transferal or reformatting of
data, at IHS's then-prevailing rates for time and materials, and any costs and expenses of associated travel, including
reasonable per diem expenses. The County shall specify in writing to IHS what data records County desires to be
converted, the format requested, and the media on which the converted data is requested to be written or recorded;
provided, that IHS and County shall mutually agree on the data to be converted, the format of such converted data, and
the media on which such converted data shall be written or recorded.
If this Agreement has been terminated under Section 6 on the basis that funds have not been appropriated, IHS shall have
no obligation hereunder to provide such transferal or conversion assistance to the County unless and until the County
certifies in writing that funds are available for such services from current sources and the County is committed to pay IHS
for such services from such current sources.
The County shall be solely responsible for obtaining and for the costs of any applicable third party licenses that maybe
required to accomplish or permit the conversion to the agreed format and using the agreed media.
4. AUTHORIZATION
The County Judge of the County certifies that all appropriate steps to legally enter into this Agreement have been taken
on behalf of the County, that the matter has been approved by the Commissioners Court and that the terms of this
Agreement are understood and agreed by County. Moreover, the County Judge certifies that all laws, rules and
regulations as well as any local governmental rules were followed with regard to acceptance ofthis contract and thatthis
agreement meets all standards for governmental contracts.
5. BREACH, INVALIDATION OR EARLY TERMINATION
This Agreement shall automatically terminate upon the occurrence of any one or more of the following, whether or not
notice is given to County, unless IHS in its sole discretion elects to continue to provide the Services under the terms of
this Agreement: (i) any attempt or offer by County to transfer, sublicense or assign, or any actual transfer, sublicense or
assignment of, this Agreement, the License Agreement, or any rights or obligations arising under either of these; (ii)
because of any change in applicable law or regulation, or order of any court, regulatory agency or other instrumentality of
government having jurisdiction and authority, which change or order has or likely will have the effect, as determined in
the sole judgment of IHS, of substantially altering, or making impracticable IHS' performance of, the material terms and
conditions of this Agreement or the License Agreement; or (iii) any assignment or transfer, whether actual or
constructive, by operation of law or lawful order, including but not limited to a receiver or trustee in bankruptcy taking
possession, or an assignment for the benefit of creditors.
IHS shall have the right to terminate this Agreement immediately upon the material breach of this Agreement or of the
License Agreement by County or any of its officers, elected officials, employees, agents or other representatives, by the
giving of written notice to County, stating the reasons for such termination.
IHS reserves the right immediately to terminate this Agreement if any claims for copyright or patent infringement, or
infringement or misappropriation of intellectual property or intellectual property rights, or for unfair competition or trade
practices, or other misuse, relating to the Programs or any part thereof, are asserted against IHS, any relevant licensor of
IHS, or the County or any of County's employees, officers, agents or representatives. Such determination shall be in the
sole discretion of IHS. Termination on this basis shall be effective on notice in writing to County by IHS, stating the
reason for such termination. In the event of such termination, IHS will make a good faith effort to assist County to
arrange for substitute services; and IHS shall have the option, in lieu of such termination, to offer to provide reasonable
substitute services on terms and conditions (if different than those specified in this Agreement with regard to obligations
of IHS other than as to specific equipment, software and other materials) to be agreed by the parties.
IHS Data Processing Service Agreement Rev.120205swf9-120205))vl0swfl182607 Page 2 of 12
The License Agreement shall terminate, without necessity of notice to County, upon termination or expiration of this
Agreement, unless otherwise expressly agreed in writing by IHS.
If this Agreement is terminated or invalidated pursuant to Section 6 (except as otherwise expressly provided in this
Agreement for termination under such section) or by County's breach, including but not limited to breach of the terms of
any software or other license applicable to equipment or software used or provided by IHS in providing the Service, or
invalidated by operation of law or lawful order, IHS shall have no duty to assist County as described by Section 3.
In the event of termination for any reason prior to the Expiration Date of the term hereof or any renewals thereof, IHS
shall have the right immediately to reclaim possession of any of its property in the possession or under the control of the
County (or any of its employees, officers, elected officials, agents or other representatives), including IHS programs
(including but not limited to the Programs specifically licensed in the Non-Exclusive License Agreement, Attachment B
hereto ("License Agreement")), data, and related documentation or other support materials, and County shall have a duty
to immediately return all such items and any and all copies of such items in its possession or under its control to IHS, and
shall immediately refrain from using same; and in addition County promptly shall identify to IHS in writing any persons
or entities, including County's employees, officers, elected officials, agents or representatives as well as third parties, that
the County or any of its employees, officers; elected officials, agents or representatives know or reasonably suspect still
possess or are using in whole or part any such IHS Property.
6. SUBJECT TO APPROPRIATION
This Agreement shall continue in force as set forth in Paragraph 2 above, subject only to the following limitation: The
obligation of the County to make payments under this Agreement is subject to annual appropriation by the County in its
budget of funds to make such payments.
]n the event funds for this Agreement are or become unavailable due tonon-appropriation, this Agreement will thereupon
terminate without penalty to or further obligation hereunder of either party, as of the last date for which funds have been
appropriated; provided, that the County will remain responsible for costs and fees accrued hereunder for periods prior to
such non-appropriation termination; and provided, further, that any assistance provided to County by IH S in the transferal
of County data, including but not limited to any conversion or formatting of data, shall be provided by IHS under the
provisions of Section 3, and County's obligation there under to pay for such services shall not be excused by reason of
the non-appropriation of funds for the Agreement as a whole.
County certifies that it has available funds for payment of this Agreement during the initial fiscal year of the County in
the Initial Term hereof. Further, County agrees that it will notify IHS at least ninety (90) days prior to the end of its fiscal
year if it does not intend to make such appropriation for the coming fiscal year. If this Agreement is not terminated
pursuant to this section, then on or before ten (10) days before the beginning of each County fiscal year during the
applicable term hereof, the County shall provide written certification that adequate funds have been appropriated by the
County for the payment in full required under this Agreement for such fiscal year.
7. SERVICES
During the Initial Term or any Renewal Term hereof, IHS shall provide data processing services to the County and its
various specified departments, as described in Attachment A hereto ("Scope of Services and Schedule of Equipment")
(the "Services"). IHS shall render the Services to the County as maybe reasonably requested from time to time by the
County. The Services will be provided either by utilizing equipment specified in Attachment A that is installed and
operated by IHS on the premises of the County, as contemplated below in this Section 7 and in Section 16, or by Hosted
Services based on servers located at an IHS site.
The County has the right to permit access and use of the Program(s) by authorized County employees, up to the User
Number specified in Attachment A hereto; provided, that no more than the Concurrent User Number may access or use
the Program(s) at any given time. The Client shall assign a unique User Identification Number to each authorized User,
and shall provide to IHS a list of authorized Users and their User Identification Numbers upon request by IHS.
IHS Data Processing Service Agreement (Rev.120205swt9-120205))vlOswtD82607 Page 3 of 12
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"User" shall mean a County employee who is authorized to access and use the Services.
"User Number" shall mean the maximum number of County employees who are authorized to access and use
the Services, i. e., the maximum number of Users.
"Concurrent User Number" shall mean the maximum number of Users who are authorized to access and use the
Services at any given time.
IHS agrees to provide training to the County's personnel in the various County departments utilizing the Services
hereunder, when, in the opinion of both parties, it will further the intent of this Agreement and facilitate and expedite the
provision of the Services; provided, that only the initial orientation described below is included as part of the Monthly
Fee.
The County acknowledges that certain computer programs will be utilized or otherwise made available by IHS in its
provision of the Services hereunder, and that these programs (the "Programs") and their use by the County or on its
behalf or for its benefit shall be governed by the companion License Agreement (Attachment B), which is hereby
incorporated into this Agreement, and by other applicable terms of this Agreement. In the event of a conflict between the
terms of this Agreement or any amendment hereto and the License Agreement as it maybe amended from time to time,
the terms of the License Agreement shall control.
Initial Installation of the IHS Programs by IHS for the Services shall occur after an initial orientation of appropriate
County personnel by IHS, to be arranged as specified in Section 17.E below. As contemplated in Section 17.E, the initial
orientation shall be at no additional charge to the County if it is performed at IHS's offices in Conroe, Texas, or at a
location in County's offices; but if the County elects to have such initial orientation at another location, or additional
orientation sessions, the County shall be responsible for fees and reasonable costs associated with the provision of such
orientation, regardless of location, at IHS'sthen-prevailing time and materials rates, including costs and expenses of IHS
travel and reasonable per diem expenses.
Initial Installation of the Programs and equipment for the Services shall be performed at no additional cost to the County.
IHS will provide a server on which IHS Programs will be installed and operated by IHS that will be connected to the
County's network as appropriate for access by the County. That server may be located at a site on County's premises
("Onsite Installation") or at a remote site of IHS's choosing ("Hosting Site"), as specified in Attachment A hereto.
For Onsite Installation. After Initial Installation, access and maintenance of the Programs by IHS for Onsite Installation
will be by remote access. The County shall be responsible for the provision of satisfactory remote access by IHS, as
contemplated in Section 17.F below. After Initial Installation, any trips by IHS to the Onsite Installation site that maybe
required for maintenance, upgrades or other purposes shall be billed to the County on a time and materials basis,
including costs and expenses of IHS travel and reasonable per diem expenses, and the County agrees to pay such chazges,
costs and expenses. The County will be responsible for all data backup for Onsite Installations, as provided in Section
17.C.
For Remote Installation. In the even Hosting has been selected by County, IHS will provide the Services utilizing
server(s) located at IHS site(s) ("Hosted Services") rather than at a County site. Access to the Hosted Services by the
County will be via the Internet accessible from County workstations or other appropriate computer equipment, as
applicable. IHS will provide security and access limitation at the Hosting installation site(s) in the form of the methods
and procedures stated in Attachment A hereto as part of the Hosted Services, at no additional cost to the County. IHS
will be responsible for data backup. The County will be responsible for obtaining and maintaining suitable Internet
access via a reliable and competent Internet Service Provider ("ISP") or other suitable access provider or method (such as
a virtual private network), and for providing and maintaining suitable internal local area networks and other infrastructure
suitable to achieve such Internet access from the workstations or other locations from which the County will access the
Hosted Services.
IHS Data Processing Service Agreement (Rev.120205swt9-120205))v10sw1082607 Page 4 of 12
The County is responsible for all costs related to achieving such Internet access to the Hosted Services server(s),
including but not limited to any costs of equipment, equipment and software installation and maintenance required to
achieve such Internet access, and the costs of service by its ISP or other means of Internet access. The ISP (or other
method of Internet access) must provide reliable Internet access, with the minimum performance criteria identified in
Attachment A. The County shall identify its proposed ISP (or other method of Internet access) and provide appropriate
supporting detail and technical specifications about the ISP (or other method of access) service to IHS for approval, the
giving or denying of which shall be based on IHS's best professional judgment. If, in IHS's sole judgment, the County's
proposed ISP (or other method of Internet access) has capabilities inadequate to permit appropriately reliable, accurate
and fast access to the Hosted Services, or if an ISP (or other method) used by the County, even if previously approved by
IHS, has provided inadequate or unreliable access, on written request by IHS, the County agrees promptly to replace the
ISP (or other method) with another having suitable capability and performance record, subject to IHS's approval.
If, having elected Hosted Services against IHS's advice to do so based on IHS's assessment that available ISPs (or other
methods) will not provide the County with adequate access to Hosted Services, or if available ISPs (and other methods)
lack or have shown by performance to lack ability to provide adequate and reliable access to Hosted Services, IHS may
request in writing that the County convert to an Onsite Installation; if the County elects not to do so, IHS may at its sole
discretion terminate this Agreement without penalty or further obligation to the County, other than the obligation to return
the County's data to it and to assist the County with data conversion specified in Section 3. Conversion to an Onsite
Installation, if elected by the County will be at the County's expense, with costs ofIHS-provided equipment (including
Onsite server(s)) and Onsite Initial Installation at County expense, at IHS'sthen-prevailing rates for labor and equipment,
and including per diem and reasonable travel expenses for any IHS personnel visits to the new site.
8. SPECIAL SERVICES
IHS will from time to time provide the County with such special services or supplies outside the stated scope of the
Services but related thereto as may reasonably be requested or approved by the County, and for which special services
funds have been appropriated, including but not limited to: special data entry services, such as conversion, program and
test data keypunching, and other data entry; computer runs; or industrial or systems engineering services; provided, that
the County and [HS agree upon the fees and costs therefore, that the County approves, in writing, payment for such
special services, and certifies in writing that appropriated funds are available to pay for such special services. Special
services shall include conversion, formatting or other handling of data to be maintained or utilized by IHS under this
Agreement, whether such data is provided to IHS by County or on County's behalf by a previous or existing third-party
County service provider, as may be reasonable or necessary.
For any custom programming (i.e., any programming or other services not identified in Attachment A) that is requested
by County and which IHS agrees to provide, IHS shall provide County an estimate of the time and materials, and any
other anticipated costs and expenses (such as travel), likely to be required to accomplish the requested custom
programming, based on IHS' then-prevailing rates for such custom programming services. County shall have the option
thereafter to have the custom programming performed. Upon County providing a written certification that appropriated
funds are available from current sources to pay for such custom programming services, IHS shall perform such services.
IHS shall bill County, and County agrees to pay, for the actual time, materials and other costs and expenses incurred in
performing the custom programming, at IHS' then-prevailing rates.
The County is responsible that its networks, databases and other records; its workstations or other computers or
equipment of any kind used by County staff or others to access, send, receive, print, write or record, manipulate, store,
backup (see section 17.C), restore (see section 17.C), or otherwise use (collectively hereinafter "Access") individually
identifiable health information ("IIHI` ;also referred to as protected health information, "PHI"); its security and security
procedures and controls, and Access and authorization procedures and controls; and any other relevant County functions
or procedures concerning such data or Access thereto, are compliant with the Heath Insurance Portability and
Accountability Act ("HIPAA"), 29 U.S.C. ~ ~ 1181, et seq., and all applicable regulatory rules or guidelines
implementing HIPAA ("HIPAA Regulations") (both collectively "HIPAA" unless otherwise stated), as the statute or such
regulatory rules or guidelines maybe amended from time to time, and including any successor statutes or regulatory rules
or guidelines. IHS is providing the Programs on an "as is" basis. If additional equipment, software or other
programming beyond the Programs "as is" status, or procedures are required so that the data processing services provided
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by IHS hereunder for the County may be achieve compliance with HIPAA, considering the County's network, operating
systems, and equipment and their configuration, deployment and other characteristics, the County's program, applications
and data access practices and procedures, staffing, Access and other security rules and procedures, or other relevant
factors, comply with HIPAA, County shall be responsible for the costs of compliance by IHS, on a time and materials
basis at IHS' then-prevailing rates, and costs and expenses of any associated IHS travel, including reasonable per diem
expenses.
If IHS is requested to provide assistance to County to respond to any request made under the Texas Public Information
Act, IHS shall be compensated by County for any such assistance that is outside the scope of the standard reporting
specified in Attachment A, on a time and materials basis at IHS' then-prevailing rates.
9. OWNERSHIP AND CONFIDENTIALITY
The County's data files and the data contained therein shall be and remain the County's property. All the existing data and
data files of the County shall be returned to it by IHS at the Expiration Date or upon earlier termination of this
Agreement. The County's data shall not be utilized by IHS for any purpose other than that of rendering services to the
County under this Agreement and will not be disclosed, sold, assigned, leased, or disseminated to third parties, by IHS, or
commercially used or exploited by or on behalf of IHS, its employees or agents.
10. PROTECTION OF COUNTY DATA
IHS shall establish and maintain reasonable safeguards against the destruction or loss of the County's data in the
possession of IHS, which safeguards shall at least meet the standards of safety maintained by the County for like data. As
provided in Section 17.C below, for Onsite Installations, the County shall be responsible for daily and monthly backup of
data.
11. MONTHLY FEES; INTEREST; TAXES
Commencing on September 1, 2008, and on the first day of each succeeding month thereafter during the term of this
Agreement or extension hereto, the County shall pay to IHS at its office in Montgomery County, Texas, as advance
monthly fees for the Service, the sum of One Thousand, Three Hundred Ei hg ty-Eight Dollars ($ 1,388.00) (the "Monthly
Fee"), except that the initial payment shall be for the first and last month of the term in advance, that is, shall be equal to
twice the Monthly Fee quoted in this section.
In the event the County elects to add additional equipment or software, or to request substitute equipment or software,
during the term of the Agreement, IHS shall provide it, subject to availability and there being appropriated funds certified
by the County in writing and sufficient to cover associated additional or increased costs and fees associated with such
additional or replacement equipment and software. IHS may require an initial fee for the costs of providing the requested
additional equipment or software. The Monthly Fee applicable thereafter maybe increased by IHS as necessary to reflect
any additional cost to IHS of providing, installing, maintaining, repairing and, as appropriate, operating each requested
additional device and any associated software or licenses.
Timely payment in full of fees and other costs when due is a material obligation of the County. Payments are due within
thirty (30) days of invoice by IHS. Amounts due and payable by County but not timely received by IHS shall accrue
interest at the maximum rate permitted by law from the first day past due until paid.
County shall be responsible for any and all taxes or levies of any kind or character whatever that maybe assessed or due
on account of the Services, except any receipts taxes or income taxes of IHS. If County claims exemption from any
particular tax or taxes, such as sales taxes, County must provide IHS with a copy of the applicable tax exemption
certificate.
12. TERMINATION
Except as otherwise provided herein for immediate termination by IHS, if the County defaults in any required payments
to IHS, or fails to perform any other material obligation hereunder, IHS shall notify the County in writing of such default,
including a brief statement of the facts constituting the claimed default. If the County does not cause such default to be
remedied within ten (10) days after receipt of such written notice, IHS shall have the right to terminate this Agreement
IHS Data Processing Service Agreement (Rev.120205swf9-120205))vtOsw1082607 Page 6 of 12
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with no further written notice to County and without penalty to IHS. Such termination for default will not relieve the
County of its obligation to pay all fees and costs accrued or otherwise due and payable under this Agreement as of the
date of such termination; and shall not operate to waive or diminish any other rights of IHS hereunder, or to obtain such
other relief at law or in equity to which it may be entitled.
If IHS defaults in its obligations hereunder, County shall notify IHS in writing of such claimed default, including a
statement of the facts asserted as the basis for such claimed default. IHS shall have a reasonable time after receipt of
such written notice to review the County's claim and respond to County with an estimate of the time required to cure the
claimed default. IHS shall then cause such default to be remedied within the estimated time. If timely cure is not made
by IHS, the County shall have the right by further written notice to IHS to terminate this Agreement; provided, that such
termination shall not operate to excuse County of payment for all costs and fees accrued hereunder prior to such
termination. Except as provided in this Section and in Section 6, this Agreement shall not be cancelable by the County.
13. TIME REQUIREMENTS
IHS is not required to devote its efforts exclusively to the performance of this Agreement, and IHS shall not be prohibited
from engaging in other employment or transacting other business related to its field of endeavor and expertise.
14. INDEPENDENT CONTRACTOR
The parties contemplate and intend that the relationship of IHS to County at all times during the term ofthis Agreement
and any extensions thereof shall be that of an independent contractor and not an employee of the County; and nothing in
this Agreement or any license, document or attachment made a patrt hereof, nor any oral agreement, discussion or
representation between the parties, shall be construed or applied to create any relationship between the parties other than
that of IHS as an independent contractor. IHS shall provide its own personnel for the completion of its services
hereunder and agrees to properly insure them. Other than as may be expressly provided herein to the contrary, IHS is and
shall be the sole and exclusive owner of any and all work product or intellectual property it may create or cause to be
created for or in relation to its provision of the Services to the County.
15. NOTICE
Any notice required to be given hereunder shall be in writing, and shall be deemed delivered (i) three (3) business days
after deposit in the U.S. Mail, postage prepaid, sent by registered mail, (ii) one (1) business day after being sent for
overnight delivery by a reputable commercial courier, or (iii) upon hand delivery or receipt of facsimile transmission, to
the address or facsimile number designated in this Agreement and to the attention of the person named herein as
designated for receipt of notice by the receiving party, or to such other address, facsimile number or person as the
receiving party may designate in writing to the sending party from time to time.
If to IHS:
INDIGENT HEALTHCARE SOLUTIONS
2040 Loop 336 -Suite 304
Conroe, Texas 77304
1f to County:
Attn: Hon. Pat Tinley
Kerr County Judge
700 E. Main Street
Kerrville, Texas 78028
16. SITE ENVIRONMENT; COUNTY LIABILITY FOR DAMAGE TO EQUIPMENT OR SITE
ENVIRONMENT
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The County shall provide a suitable installation and operation environment (the ASite Environment@) for the computers
and other equipment utilized by IHS in connection with this Agreement, in accordance with the applicable equipment
manufacturer's requirements, a copy of which is available to the County upon request, and with any other requirements
specified in Attachment C hereto ("Statement of Site Environment Requirements and Acknowledgment of
Responsibility for Site Environment"). In the event the County does not provide or maintain the required Site
Environment at any time during the term of this Agreement or any extensions thereof, IHS is authorized at its sole option
either to terminate this Agreement by giving ten (10) days written notice, or to take such steps as maybe reasonable or
necessary under the circumstances, as determined by IHS in its sole judgment, to provide, restore or maintain the Site
Environment, and the County shall reimburse IHS for all incurred costs of such provision, restoration or maintenance of
the Site or any substitute Site.
If the County's officers, employees, or other agents or representatives misuse or in any way abuse or damage, by
negligence or otherwise, equipment, software or documentation provided or operated by IHS in providing the Service, the
County will be responsible for all costs associated with repair or replacement, as such repair or replacement is determined
by IHS in its sole discretion to be needed or appropriate. In the event IHS provides computers or other equipment
installed at a location on County property, then County will provide insurance coverage for loss or damage of such
equipment and software, or related documentation, and also shall be responsible for all costs associated with repair or
replacement. Notwithstanding the County's financial responsibility for any such repairs or replacements called for in
this section, IHS shall be and remain the owner of such equipment, software, documentation and associated licenses.
Prior to the installation or operation of any computer equipment and related software by [HS for the provision of the
Services, the County will execute a copy of Attachment C, which is hereby incorporated into this Agreement.
17. COUNTY ASSISTANCE
The County agrees to cooperate fully with IHS in the provision of the Services, and to make personnel available for the
purpose of installation and training. Failure by County to make reasonable efforts to facilitate IHS' delivery of the
Services shall not be a basis in whole or part for alleging non-performance by IHS. The following is intended to
supplement and clarify the obligation of County to provide reasonable assistance to IHS in its provision of the Service,
but in no way to limit or waive County responsibilities elsewhere stated or implied in this Agreement.
A. County agrees to appoint a Services Coordinator and to notify IHS of such appointment in writing within seven
(7) days of executing this Agreement. The Services Coordinator shall be IHS' contact person for providing the
Service and for administering the License Agreement, and shall be responsible for coordination between the
County and IHS pertaining to the Service, including but not limited to coordination and prioritization ofday-to-
day services by IHS and County requests for services or special services.
B. County will make reasonable efforts to ensure that appropriate persons from all affected County offices and
departments will attend any applicable training sessions. It shall be the responsibility of the Services
Coordinator to announce and otherwise communicate to County's personnel information and notices concerning
applicable scheduled training and installation, maintenance, or repair activities.
C. For Onsite Installations, the County shall be solely responsible to provide daily and monthly backup of all data.
IHS initially will provide seventeen (17) data tapes suitable for such backup, including five (5) tapes for daily
weekday backup, and twelve (12) tapes for individual monthly backup. After the first twelve months, the
County will purchase and use new tapes for each succeeding twelve-month period or part thereof to ensure the
reliability of the tapes in use; and the County will retain the old tapes as needed to maintain backup data for the
prior year. The parties agree this approach will be the most appropriate to ensure that PHI data will be suitably
protected and preserved. It will be the County's responsibility to ensure that daily and monthly backups are
timely performed and have integrity; that the backup tapes are properly stored and maintained; and that the
rotation of weekly and monthly tapes occurs in proper order and that stored backup data is not inadvertently or
prematurely over-written or erased. The County will be responsible for any costs associated with the
acquisition, installation or operation of backup equipment or software, and for any costs of restoring data. IHS
will not be responsible or liable in any way for loss of data or compromise of data quality or accuracy caused
IHS Data Processing Service Agreement (Rev.120205swf9-120205))vtOswfD82607 Page 8 of 12
(_ ~.
in whole or part by the failure of the County properly to perform backup or for the failure of integrity of such
backup data or tapes.
For Hosted Services, IHS will be responsible to conduct daily and monthly backup of County data kept on the
Hosted Services server(s), by means consistent with industry standards, or as may be otherwise specifically
described in Attachment A.
D. County shall cooperate fully with IHS in efforts by IHS to maintain any copyrights, trademarks or service
marks, patents, trade secrets or other intellectual property or proprietary information in the Programs or other
materials, equipment, software, or data provided or utilized by IHS in provision of the Services hereunder,
including but not limited to directly assisting IHS as IHS may reasonably request, and in taking all actions and
executing all documents necessary to the reasonable efforts of IHS to maintain and protect such intellectual
property. Failure of County to provide such assistance shall constitute a material breach of this Agreement.
E. Initial Installation of the Programs shall occur after an initial orientation of appropriate County personnel by
IHS. IHS offers an initial orientation to County at its offices in Conroe, Texas, without additional charge. If
County chooses to have the initial orientation at another location, it shall cooperate with IHS to schedule the
orientation at a mutually convenient time and location, and County shall reimburse IHS for costs and expenses
incurred by IHS personnel in travel to and from such other location, including without limitation, travel costs
and expenses and reasonable per diem expenses, and shall pay IHS a reasonable fee, at IHS' then-prevailing
rates for time (including travel) and materials, for such orientation services.
F. IHS access to Onsite Installations. In order that IHS may provide remote support and maintenance for Onsite
Installations, County shall be responsible for providing, at County's expense, suitable remote electronic access
for IHS to the Programs, the server on which they are installed, and the applicable County network, including
providing suitable access equipment as may be necessary, and any assistance that maybe required from time to
time to accomplish such access. For the purposes of this provision, unless otherwise expressly agreed by IHS in
writing, "suitable remote electronic access" shall mean remote access using "suitable access equipment." and
with the cooperation and assistance of County. The parties agree that a virtual private network ("VPN"), if
available, would be the preferred method for such IHS remote electronic maintenance access because it would
provide the currently most assured secure access considering HIPAA requirements and the confidential nature
of health care data, including PHI. Thus, for the purposes of this provision, "suitable access equipment" shall
mean, at a minimum, provision by County of a Web port, an FTP port, and a Telnet port, for the use of IHS,
and, if practicable for County to provide, also a virtual private network accessible by IHS. If County fails or
refuses for any reason to provide suitable remote electronic access to IHS including suitable access equipment,
County agrees that it shall be responsible for paying, and shall pay, service fees and costs for any services
provided by IHS that require on-site access by IHS, at IHSthen-prevailing rates for time (including travel time)
and materials, and including costs and expenses of travel for IHS personnel providing such services.
G. Each year, IHS holds an annual Customer Advisory Committee meeting. All customers of record are invited
and are strongly encouraged to attend. (Attendance is at the client's expense.) Software performance is
discussed, new software features and/or enhancements are demonstrated, and clients are asked to identify any
improvements, modifications, or enhancements they may desire. Based on the clients' interests and priorities of
those in attendance, IHS identifies improvements, modifications and/or enhancements it will seek to make to the
IHS Programs over the next year. Such improvements, modifications and/or enhancements will. be provided in
new software releases.
H. County agrees to provide IHS with suitable workspace at or near the Site, including appropriate furnishings and
the use of a telephone.
18. ASSIGNMENT
This Agreement shall be binding upon the successors and assigns of each party. Other than IHS' granting a Uniform
Commercial Code security interest to a third party lender in the accounts receivable/contract rights to receive money
IHS Data Processing Service Agreement (Rev.120205sw(9-120205))vl0swf082607 Page 9 of 12
(,_ ,
under this Agreement and in any equipment, software or other materials furnished by IHS to County, or an assignment or
transfer by IHS of all or substantially all of IHS' business or assets to a third party which expressly agrees to assume the
duties and responsibilities of this Agreement, neither party may assign all or any of its rights or obligations hereunder
without the express written consent of the non-assigning party.
19. ENTIRE AGREEMENT
This Agreement is the entire agreement between the parties concerning the subject matter hereof, but may be amended
from time to time only by a writing duly executed by both parties.
20. APPLICABLE LAW; VENUE
This Agreement shall be construed under the laws of the State of Texas, its choice of laws provisions excepted, and the
invalidity of any portion shall not invalidate the remainder of the agreement, but such remainder shall be given full force
and effect if practicable. Jurisdiction and venue shall lie exclusively in the state district courts of Travis County, Texas,
or the federal district courts of the Western District of Texas, Austin Division.
21. INDEMNITY
TO THE EXTENT PERMITTED BY LAW, COUNTY SHALL INDEMNIFY AND HOLD IHS HARMLESS FROM
ANY AND ALL CLAIMS, SUITS AND PROCEEDINGS OF ANY KIND OR CHARACTER (HEREIN,"CLAIMS"),
INCLUDING BUT NOT LIMITED TO CLAIMS CONCERNING PROPERTY DAMAGE, PERSONAL INJURY OR
DEATH, OR INFRINGEMENT OF INTELLECTUAL PROPERTY, ASSERTED AGAINST IHS BY ANY PERSON
(INCLUDING ANY THIRD PARTY; OR ANY COUNTY OFFICER, OFFICIAL, EMPLOYEE, AGENT OR OTHER
REPRESENTATIVE (HEREIN, ALL COLLECTIVELY "COUNTY PERSONNEL"), OR ANY PERSONS
AUTHORIZED OR PERMITTED BY COUNTY TO BE PRESENT ON THE SITE OR TO USE OR ACCESS ANY
EQUIPMENT, SOFTWARE OR ASSOCIATED DOCUMENTATION PROVIDED BY IHS OR OTHERWISE USED
BY IHS IN THE PROVISION OF THE SERVICE (COLLECTIVELY, "COUNTY GUESTS"), OR ANY IHS
PERSONNEL), ARISING IN WHOLE OR PART FROM ANY ACT OR OMISSION BY COUNTY OR ANY
COUNTY PERSONNEL OR COUNTY GUESTS; provided, that the County shall have no obligation hereunder to IHS
for any third party Claims of intellectual property infringement either (i) arising from use by County Personnel or Guests
of equipment or software provided by IHS for provision of the Services, where the acts of such County Personnel or
Guests are in strict accord with the terms of this Agreement, including full compliance with the terms ofany third party or
IHS licenses applicable to such equipment or software, or (ii) for acts or omissions of 1HS or IHS personnel.
22. INTELLECTUAL PROPERTY RIGHTS RETAINED; CONFIDENTIALITY; OPEN RECORDS
REQUESTS
No rights to use or possess any intellectual property of IHS or any third party are granted or transferred to the County by
this Agreement except as expressly provided herein or in any license agreements expressly made a part of this
Agreement.
Each party shall keep strictly confidential the proprietary or other confidential information of the other that may be
acquired or provided in the course of performance of this Agreement. Each party shall promptly notify the other in
writing ofany discovered compromise of such confidentiality. COUNTY SHALL USE UTMOST CARE TO ENSURE
THAT NO UNAUTHORIZED COPIES OF OR ACCESS TO SOFTWARE AND OTHER INTELLECTUAL
PROPERTY PROVIDED BY IHS IN THE PROVISION OF THE SERVICE IS OBTAINED BY UNAUTHORIZED
PERSONS.
COUNTY SHALL IMMEDIATELY INFORM IHS IN WRITING OF ANY REQUEST UNDER THE TEXAS PUBLIC
INFORMATION ACT ("TPIA") FOR INSPECTION OR COPYING OF ANY INFORMATION, DATA, SOFTWARE
OR OTHER INTELLECTUAL PROPERTY OR MATERIALS OF IHS OR ANY OF ITS SUPPLIERS BEING USED
IN THE PROVISION OF THE SERVICE OR OTHERWISE LICENSED TO COUNTY BY IHS, AND SHALL
TIMELY INITIATE THE REVIEW PROCESS OF THE TEXAS ATTORNEY GENERAL UNLESS EXPRESSLY
RELEASED IN WRITING BY IHS FROM THIS OBLIGATION. In the event that disclosure is ultimately required,
licensee shall provide, along with access to or any copies of such disclosed materials, a written notice to the recipient that
IHS Data Processing Service Agreement (Rev.t20205swt9-120205))vl0swfl)R2607 Page 10 of 12
~.,
the materials are owned by or licensed to IHS, and are protected by the federal Copyright Act; that recipient is not by
virtue of disclosure under the TPIA thereby authorized to use, copy, or disseminate the materials without the express
written consent of IHS; and that any unauthorized use, copying or dissemination may constitute a violation of federal
copyright or other laws, and could therefore subject the recipient to civil or criminal penalties. THIS IS A MATERIAL
OBLIGATION OF THE COUNTY, AND ANY FAILURE OF THE COUNTY TO COMPLY, FOR WHATEVER
REASON, IS GROUNDS FOR IMMEDIATE TERMINATION BY IHS OF THIS AGREEMENT AND ANY
ASSOCIATED LICENSES.
23. DISCLAIMER OF WARRANTIES; NO IMPLIED WARRANTIES
IHS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES NOT EXPRESSLY PROVIDED IN THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY
OR WARRANTIES OF FITNESS OF USE FOR A PARTICULAR PURPOSE. IHS MAKES NO
REPRESENTATIONS REGARDING THE PERFORMANCE OF OR FITNESS FOR USE FOR ANY PURPOSE OF
ANY EQUIPMENT OR SOFTWARE EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT. NO ADVICE
OR REPRESENTATIONS BY IHS OR IHS PERSONNEL SHALL CREATE ANY SUCH WARRANTY. IHS DOES
NOT MAKE ANY WARRANTY THAT THE SERVICE WILL BE ACCURATE, UNINTERRUPTED OR ERROR-
FREE; AND IN PARTICULAR DOES NOT WARRANT THAT ANY INFORMATION, DATA, SOFTWARE OR
EQUIPMENT USED TO PROVIDE OR ACCESSIBLE THROUGH THE SERVICE WILL BE AT ALL TIMES FREE
OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS. COUNTY IS SOLELY
RESPONSIBLE FOR THE ACCURACY OF ANY AND ALL DATA THAT IS THE SUBJECT MATTER OF THE
SERVICES, AND IHS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT SUCH DATA.
24. DISCLAIMER AND LIMITATION OF LIABILITY
NEITHER IHS NOR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE
LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR
EXEMPLARY DAMAGES THAT RESULT OR ARISE FROM COUNTY'S USE OF THE SERVICE. THE
COUNTY'S SOLE REMEDY FOR BREACH OF THIS AGREEMENT BY IHS SHALL BE TERMINATION AS
PROVIDED IN SECTION I2 HEREOF.
25. FORCE MAJEURE
IHS shall not be responsible for performance hereunder, and its obligation to perform the Services shall be suspended, for
the duration of any events of force majeure, including but not limited to: Acts of God including fire, explosion, storm and
other weather events; cable or power outages, cable cuts or other loss of necessary connectivity, including failure of
networks; failure or loss of any third party supplies, or termination or recision of any third party licenses necessary for the
provision of the Services; terrorism, vandalism, sabotage, theft of components, hacking or other interference with
software or operating system or network operations, including worms, viruses, Trojan horses or other harmful agents, or
interference with, alteration or destruction of County data; any action, law, order regulation, directive, or request of the
United States government or of any state or local government, or of any agency, commission, court, regulatory body or
other instrumentality of such government, or of any civil or military authority; war, national emergency or civil
insurrection, riot or other civil disorder; strike, work stoppage or lockout; or any other event outside the control of [HS or
its reasonable ability to have avoided or prevented; and such excuse by reason of force maj eure shall last until IHS by the
exercise of reasonable diligence might remove, avoid or otherwise cure such impediment.
26. NO WAIVER OF RIGHTS
No term or provision of this Agreement shall be deemed to be waived and no consent to any breach or default shall be
deemed unless such waiver or consent be in writing signed by the party against which such waiver or consent is asserted;
the terms of this Agreement shall not be deemed to be amended by any such waiver or consent unless in a writing
expressly stating such amendment; and any waiver by either party, whether express or implied, shall not imply a consent
or waiver of any term or provision on any other occasion, or any consent to any different breach or default.
IHS Data Processing Service Agreement Rev.120205swt9-120205))vl0swft182607 Page 11 of 12
~,.
27. LIMITATIONS; ATTORNEYS FEES
Any claim concerning the performance of any provision of this Agreement must be brought within one (1) year of the
occurrence of the event complained of, whether act or omission, or be barred. In any action, adjudication or other
proceeding to enforce any terms or provisions of this Agreement, to obtain equitable relief (including injunction), or to
collect damages, the party prevailing shall be entitled to recover from the other all applicable costs of suit or settlement,
including but not limited to filing fees, court costs, expert fees, costs of ADR, and reasonable attorneys fees.
28. CONSTRUCTION
Descriptive headings or captions in this Agreement are for convenience only and shall not affect the construction or
application of this Agreement. Words having established technical or trade meanings in the industry shall be so
construed. Listings of items shall not be exclusive unless expressly so stated, but shall include other items, whether
similar or dissimilar to those explicitly listed, as the context reasonably requires. No rule of construction requiring
interpretation against the drafting party shall be applied or given effect. Words of any gender used herein shall be
deemed to include words of any other gender; and use of the singular or the plural herein shall include the other, unless
context requires otherwise.
APPROVALS
IN WITNESS WHEREOF, we have executed this Agreement as of the day of _ , 20
COUNTY IHS
~ -
BY: BY:
NAME PRINTED: Hon. Pat Tinlev NAME PRINTED: Robert Baird
TITLE:	COUNTY JUDGE	TITLE:	PRESIDEN
DATE:	~ ~~ ~	DATE:	I
IHS Data Processing Service Agreement (Rev.120205swf9-120205))vlOswfOR2607 Page 12 of 12

ATTACHMENT B TO DATA PROCESSING SERVICE AGREEMENT
NONEXCLUSIVE LICENSE AGREEMENT
Indigent Healthcare Solutions ("IHS"), with offices located at 2040 North Loop 336, Suite 304,
Conroe, Texas 77304, for good and valuable consideration, hereby grants aroyalty-free, non-
exclusive, limited license ("License") to:
Kerr County
(LICENSEE NAME)
Kerrville, Texas, 78028
(CITY, STATE, ZIP CODE)
("Licensee") to use certain softwaze programs and related materials ("Programs") for the designated
processing system identified in the attached Schedule A, subject to the terms and conditions hereof.
Programs shall include executable modules for each software program identified in any Schedule to this
Agreement, one (1) set of user's manuals and related documentation, in machine readable or printed form.
Check one: - Onsite Installation / Hosted Installation
LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS	Signed:
LICENSE AGREEMENT, UNDERSTANDS If AND AGREES TO BE	~
BOUND BY ITS TERMSAND CONDITIONS. LICENSEE FURTHER	
AGREES THAT THIS AGREEMENT IS THE COMPLETE AND	
EXCLUSIVE STATEMENT OF THE LICENSE AGREEMENT
BETWEENIHSANDTHELICENSEEASCONCERNSTHELICENSE	
Hon. Pat Tinley
OF THE PROGRAMS AND NO VARIATIONS IN THE TERMS AND	
CONDITIONS OF THIS AGREEMENT SHALL HAVE ANY EFFECT	[print name]
UNLESS AGREED TO IN WRITIIYG IN ADVANCE BY [HS. THIS	['~
./
AGREEMENT SUPERSEDES ANY PROPOSAL OR PRIOR	~~
Date:
jf
AGREEMENT, ORAL OR WRITTEN, OR ANY OTHER	~
V
COMMUNICATION BETWEEN IHS AND LICENSEE RELATING TO	
THIS LICENSE AGREEMENT.	For IHS Use ONLY
Rev 120205swNBCtient-120205
C_ ~-
TERMS AND CONDITIONS
I. LICENSE
Licensee acknowledges that it shall be a licensee of
Indigent Healthcare Solutions ("IHS") under the terms
and conditions of this License Agreement, and that
Licensee obtains hereby only anon-exclusive, limited
license to use or access the Programs. Licensee has the
right to permit access and use of the Program(s) by
authorized Licensee employees, up to the User Number
and Concurrent User Number specified in Schedule A
hereto; provided, that no more than the ConcurrentUser
Number may access or use the Program(s) at any given
time. Licensee shall assign a unique User Identification
Number to each authorized User, and shall provide to
IHS a list of authorized Users and their User
Identification Numbers upon request by IHS.
As specified in Schedule A hereto, IHS'shall provide
the Programs or access to them to Licensee based either
on installation of the Programs by IHS (i) at a location
on the Licensee'spremises ("Onsite Installation") or (ii)
at a location remote from Licensee's premises ("Hosted
Services Site"). For Hosted Services, access to and use
of the Programs by Licensee shall be accomplished by
Licensee's use of the Internet (World Wide Web) or
other remote communication means, procedures or
networks., utilizing computers, workstations or other
equipment of Licensee; and Licensee shall be solely
responsible for providing and for the costs of
accomplishing such access, includingwithoutlimitation
costs of an Internet Service Provider. IHS may from
time to rime require that Licensee meet certain
requirements and specifications regarding the means of
accomplishing such access.
All rights, title and interests in and to the Programs
licensed under this License Agreement remain with IHS
and do not pass to Licensee in whole or any part.
Licensee acknowledges that the Programs contain
valuable proprietary information and trade secrets, the
unauthorized disclosure of which would cause
competitive and actual harm to IHS. For the purposes
of this License, the term "Programs" shall include, any
and all software or other intellectual property licensed
for use by Licensee hereunder, as identified in Schedule
A hereto, including also any and all documentation or
other materials in whatever form and on whatever
media stored, that describe, relate to or concern the
Programs.
Licensee may not transfer the Programs electronically
from one computer to another over a network or by
other means, or access and use the Programs by remote
means other than as expressly authorized herein; and for
installation on server(s) located other than on IHS
premises or other IHS Hosted Services Sites ("Onsite
Installation"), the Programs may be installed on only
one (1) computeror server at any given time. Licensee
is licensed to use the Program solely for the internal
purposes of its own business. Licensee agrees that
Licensee will not permit the Programs to be used or
accessed either directly or indirectly by Licensee's
employees or any other person or entity through a
timesharing service, service bureau arrangement or
otherwise, other than as expressly permitted in this
License or in the companion Data Processing Services
Agreement ("Services Agreement"), and that Licensee
shall ensure that only authorized Users may use or
access the Programs.
Licensee may not grant sublicenses or other rights in the
Programs to others, or assign or transfer this license to
any third party. Licensee may not grant, allow or
provide access to the Programs to, or use of the
Programs by, unauthorized third parties.
Licensee shall comply strictly with the provisions of
any IHS or third party license or other agreement
regarding or applicable to any third party intellectual
property, including without limitation applications,
operating systems, or other software of any kind, or
documentation thereof, utilized by Licensee in its use of
the Programs, or by IHS in the provision of any services
to Licensee related to or depending on the Programs.
IHS shalt have the right immediately to terminate this
License if Licensee violates any of its provisions.
Licensee recognizes and agrees that the Programs and
all portions, reproductions, modifications and
improvements thereof, whether provided toLicensee by
IHS or by any third party, (i) are considered by IHS to
be confidential and trade secrets; (ii) are provided to
Licensee in strictest confidence; and (iii) are andremain
the exclusive property and proprietary information of
IHS. Title and full ownership rights, including
copyrights or patents, in the Programs and any
modifications or improvements provided or developed
by IHS or on its behalf are and shall remain the sole
property of IHS or, if licensed to IHS, of the relevant
licensor as the relevant license may provide; and
IHS License Agreement Rev. 120205swtV8Client-120205 Page 2 of 7
~~~
Licensee acquires no ownership, rights, title or other
interest in or to the Programs hereunder other than as
expressly provided. Licensee is not granted the right to
create derivative works to the Programs; but any and all
derivative works of the Programs, if and by whomever
created, shall be the sole property of IHS or IHS'
licensor, as the case may be.
Licensee agrees not remove or destroy any copyright,
trademark, patent, or other designations or notices, or
other proprietary or confidential legends or markings
placed upon or contained within the Programs, or from
any copies thereof.
2. TERM
This license shall be in effect from the date of execution
of the associated IHS Data Processing Services
Agreement until termination of that Services
Agreement, or until termination of this License as
specified herein, whichever is earlier, unless otherwise
expressly agreed in writing by IHS.
Upon termination or expiration of this License on any
basis, all rights of Licensee and obligations of IHS
hereunder shall immediately terminate. Licensee shall
nonetheless have acontinuing obligation to maintain the
confidentiality ofIHS' proprietary information, to return
or destroy all copies of the Programs in Licensee's
possession or under its control or right of control, as
required herein, to indemnify IHS as provided
hereunder, and to pay any fees or costs accrued and
owing hereunder or under the Services Agreement as of
such termination.
3. PAYMENTS
All license fees and any first year support fees, along
with any installation and training fees, whether
specified herein or in an associated contract for services
by IHS, shall be paid to IHS upon mutual execution of
this License Agreement. Any other sums due hereunder
shall be payable within ten (10) days of Licensee's
receipt of IHS' invoice therefor. Any past due amounts
shall bear interest from the date when due until paid at
the highest rate allowable by law. All payments due
hereunder shall be made in lawful money of the United
States of America, and shall be made to IHS at its
address specified above or at such address as may from
time to time be designated by IHS in writing. In
addition to the fees, charges, expenses and other
amounts due and payable under this License
Agreement, Licensee shall pay any and all local, state,
federal, and other sales, use, excise, privilege or gross
receipts taxes and duties, tariffs, assessments or levies,
however designated, assessed or levied, resulting from
this License or any activities conducted hereunder
(exclusive of taxes based on IHS' net income);
provided, that ifLicensee claims legal exemption from
any tax or taxes, such as sales tax, it shall promptly
provide IHS with a copy of the applicable tax
exemption certificate.
4. SECURITY AND CONFIDENTIALITY;
NO REPRODUCTION; RIGHT TO
INJUNCTIVE RELIEF
Licensee shall take all reasonable steps necessary to
ensure that the Programs, or any portion thereof, that
are stored, written or recorded on magnetic tape, disk or
memory or in any other form, are not made available,
and access is not provided or permitted, by the Licensee
or by any of its employees, officers, principals, agents
or representatives to any organizations or individuals
not licensed hereunder to make use thereof. Licensee
recognizes the proprietazy nature of the Programs and
agrees as follows:
a. To use and access the Programs solely at the place of
installation specified in Schedule A to this License
Agreement.
b. To make no copies or duplicate the Programs or
any component thereof by any means for any purpose
whatsoever without prior written consent of IHS, except
as may reasonably be required for archival or security
storage purposes.
c. To instruct its employees having access to the
Programs not to copy or duplicate the Programs and not
to provide same to any third party, and to enforce these
requirements.
d. To effect security measures that are reasonably
calculated to safeguard the Programs from theft or
unauthorized access.
e. To maintain and reproduce IHS' copyright notice
and any other notices, legends or designations on all
materials or copies related to or part ofthe Programs on
which IHS displays such copyright or other notice,
legend or designation, including any copies made
pursuant to this License Agreement.
f. Licensee shall not copy, reproduce, reverse
assemble, reverse compile, compaze, modify, merge,
transfer or distribute the Programs or allow any other
person to do so in any way or manner without the prior
written authorization of IHS.
g. CONSENT TO INJUNCTION AND WAIVER
OF LEGAL RIGHTS. Any modifications or
enhancements to the Programs, or any other Program-
related material provided by IHS to the Licensee, shall
be subject to all conditions and restrictions contained in
this Agreement. Licensee acknowledges that IHS has
IHS License Agreement Rev. 120205swtV8Clicnt-120205 Page 3 of 7
C._.
gone to considerable time, trouble and expense to
develop the Programs and that IHS would suffer great
and irreparable harm and damage, including
competitivedisadvantage, byany unauthorized copying,
reproduction, dissemination, or other unauthorized use
of the Programs. Licensee further acknowledges that
such action may cause significant commercial damages
to IHS which may be difficult or impossible to quantify.
Therefore, Licensee agrees that, in addition to any
other legal or equitable remedy available to IHS,
IHS shall be entitled to equitable reliefincluding but
not limited to temporary restraining orders entered
without notice to Licensee or a prior opportunity for
Licensee to defend, and preliminary and permanent
injunctions, to compel strict compliance with the
terms of this License. Licensee hereby expressly
waives any right it may Gave to require IHS to post
a bond or other security as a prerequisite to
obtaining equitable or legal relief, or to request to a
court of competent jurisdiction that a bond be
imposed for any such relief. Licensee also waives
any right to proof of actual or impending actual
damage as a prerequisite to IHS obtaining equitable
relief.
5. LIMITATION OF LIABILITY
THS' liability for damages to Licensee, its employees,
officers, elected officials or principals, agents or
representatives for any cause, claim or action of any
kind or character whatsoever related to this License or
arising from or related to the use of the Programs by or
on behalf of Licensee or access to the Programs
provided or permitted by Licensee or its employees,
officers, elected officials or principals, agents or
representatives„ and regardless of the form of action,
whether in contract or in tort, including negligence,
shall be strictly limited. This limitation of liability will
not apply to claims for patent and copyright
infringement. Notwithstanding anything herein to the
contrary in no event will IHS be liable for any lost
profits, lost savings, or other actual, special, incidental
or consequential damages, or for punitive or exemplary
damages, even if IHS has been made aware of the
possibility of such damages, or for any claim against
Licensee, its employees, officers, elected officials,
agents or representatives by any other party, arising or
made in connection with the delivery, installation,
testing, use, performance or nonperformance of the
Programs, or access to the Programs, or for any act or
failure to act of IHS, arising out of, related to or in
connection with the delivery, installation, testing, use,
performance or nonperformance of the Programs, or
access to the Programs, or IHS' performance or
~~
nonperformance under or related to this License
Agreement.
6. TERMINATION
Upon termination of this License for any reason,
Licensee shall promptly uninstall, delete or otherwise
permanently remove all copies of the Programs from
any and all computers and storage devices or media of
any kind in Licensee's possession or under its control or
right of control on which a copy may reside
(hereinafter, "delete"); and deliver to IHS all copies of
the Programs including all materials related thereto that
are in Licensee's possession or under its control or right
of control, whether or not provided by IHS hereunder,
or copied or created by Licensee or its employees,
agents or representatives, in whatever form and on
whatever medium made, recorded or stored, together
with all portions, reproductions, and modifications
thereof, pertaining to the Programs; and shall also
warrant in writing to IHS that all copies thereof have
been deleted from all of Licensee's equipment (or other
equipment in Licensee's possession or under its control
or right of control) and either destroyed or returned to
IHS as required hereunder. Within ten (10) days of
request by IHS, Licensee shall certify in writing to IHS
that, to the best of Licensee's knowledge, the original
and all copies, in whole or part, of the Programs, in
Licensee's possession or under its control or right of
control, including all related materials and copies, have
been deleted, destroyed or returned to IHS In addition,
all documentation, listings, notes or other written
material pertaining to the Programs shall be returned to
IHS or deleted or destroyed and so certified in writing
by Licensee.
IHS shall have the right to terminate this License
Agreement, by giving written notice of such termination
to Licensee, in the event that the Licensee (i) fails to
pay IHS in full any sums due and payable hereunder
within ten (10) days after their due date, (ii) fails to
comply fully with any of the Licensee's obligations
hereunder with respect to proprietary information or
confidentiality, or (iii) fails to perform or comply fully
with any other material term or obligation set forth in
this License Agreement. IHS' right oftermination shall
be in addition to any other right or remedy it may have
at law or in equity.
This License shall immediately and automatically
terminate upon any offer or attempt of Licensee to:
assign, sublicense or otherwise transfer it in whole or
part, or any rights granted herein, to any third party, or
to assign, condition or avoid any obligations imposed
IHS License Agreement Rev. 120205swtvSClient-120205 Page 4 of 7

herein, without the express written consent of IHS; or
upon any such assignment or transfer, condition or
avoidance, or right or option thereto, of any kind, actual
or constructive, whether by operation of law, lawful
order or otherwise, including without limitation
appointment of a receiver or a trustee in bankruptcy or
an assignment in favor of Licensee's creditors.
IHS reserves the right immediately to terminate this
License if any claims for copyright or patent
infringement, or infringement or misappropriation of
any intellectual property rights, or for unfair
competition or trade practices or other misuse, relating
to the Programs or any part thereof, are asserted against
IHS, any relevant IHS licensor, or Licensee or any of
Licensee's employees, officers, agents or
representatives. Such determination shall be in the sole
discretion of IHS. Termination on this basis shall be
effective on notice in writing to Licensee by WS,
stating the reason for such termination.
7. NO WARRANTY
IHS PROVIDES THE PROGRAM TO LICENSEE
"AS IS". IHS MAKES NO WARRANTIES EITHER
EXPRESS OR IMPLIED, AS TO ANY MATTER
WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, THE CONDITION OR
FUNCTIONALITY OF THE PROGRAMS, THEIR
MERCHANTABILITY, OR THEIR FITNESS FOR
USE FOR ANY PARTICULAR PURPOSE. IHS
DOES NOT WARRANT THAT THE FUNCTIONS
CONTAINED OR PROVIDED IN THE PROGRAMS
WILL MEET THE LICENSEE'S REQUIREMENTS
OR THAT THE OPERATION OF THE PROGRAMS
WILL BE UNINTERRUPTED OR ERROR FREE, OR
THAT THE PROGRAMS OR THEIR OPERATIONS
OR OUTPUT PRODUCTS OR FILES WILL BE
FREE FROM VIRUSES, WORMS, TROJAN
HORSES OR OTHER HARMFUL AGENTS. IHS
DOES NOT WARRANT, AND EXPRESSLY
DISCLAIMS, ANY AND ALL RESPONSIBILITY
FOR THE ACCURACY OF ANY INFORMATION
OR DATA PROVIDED BY LICENSEE FOR USE
WITH OR BY THE PROGRAMS, OR ON WHICH
THE PROGRAMS OPERATE.
8. INDEMNIFICATION
IHS agrees to indemnify Licensee and to hold it
harmless from any damages finally awarded as result of
any claim of infringement of a United States patentor
copyright asserted against Licensee by reason of
Licensee's authorized use of the Programs as delivered
by IHS or access to the Programs as provided by IHS;
provided, that IHS is given prompt notice by Licensee
in writing of any such claim and the right to defend or
settle, at IHS' expense and in its sole discretion, any
such claims; and further provided, that Licensee fully
cooperates with IHS in connection with the defense or
settlement of such claims. IHS shall not be obligated to
defend such claims but may do so at its sole election.
TO THE EXTENT PERMITTED BY LAW,
LICENSEE AGREES TO INDEMNIFY AND HOLD
HARMLESS IHS, ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS AND REPRESENTATIVES,
AND ITS THIRD PARTY LICENSORS, IF ANY,
WHICH PROVIDE OR LICENSE TO IHS ANY
SOFTWARE OR OTHER PRODUCTS OR
MATERIALS USED BY IHS IN THE PROVISION
OF THE SERVICES CALLED FOR IN THE
ASSOCIATED DATA PROCESSING SERVICES
AGREEMENT, OR LICENSED HEREUNDER BY
IHS, FOR ANY AND ALL CLAIMS OF
INTELLECTUAL PROPERTY INFRINGEMENT,
INCLUDING BUT NOT LIMITED TO COPYRIGHT,
TRADEMARK, OR PATENT INFRINGEMENT, OR
FOR UNFAIR COMPETITION, OR FOR
MISAPPROPRIATION OR UNAUTHORIZED
DISCLOSURE OR USE OF TRADE SECRETS OR
OTHER PROPRIETARY OR CONFIDENTIAL
INFORMATION, WHERE SUCH CLAIM, IN
WHOLE OR PART, ARISES FROM OR IS
ASSERTED TO BE A RESULT OF THE ACTS OR
OMISSIONS OF LICENSEE, ITS OFFICERS,
ELECTED OFFICIALS, EMPLOYEES, AGENTS OR
OTHERREPRESENTATIVES,RND WHERE SUCH
ALLEGED ACTS OR OMISSIONS DO NOT
COMPLY STRICTLY WITH, OR ARE
INCONSISTENT WITH, THE TERMS AND
CONDITIONS OF THIS LICENSE AGREEMENT,
OR WITH THE TERMS AND CONDITIONS OF
ANY IHS OR THIRD PARTY LICENSE OR OTHER
AGREEMENT APPLICABLE TO INTELLECTUAL
PROPERTY UTILIZED BY LICENSEE IN ITS USE
OF THE PROGRAMS, OR UTILIZED BY IHS IN
THE PROVISION OF SERVICES TO LICENSEE
RELATED TO OR DEPENDENT ON THE
PROGRAMS. FOR THE PURPOSES OF THIS
PROVISION, "INTELLECTUAL PROPERTY"
SHALL INCLUDE ANY AND ALL INTELLECTUAL
PROPERTY, INCLUDING WITHOUT LIMTTATION
DATA BASES, APPLICATIONS, OPERATING
SYSTEMS OR OTHER SOFTWARE OF ANY KIND,
AND ANY DOCUMENTATION THEREOF.
IHS License Agreement Rev. 120205swtv8Clicnt-120205 Page 5 of 7
~_.
9. REMEDIES
Licensee acknowledges and agrees that because of the
unique nature of the Programs irreparable harm to IHS
will be caused by a breach by Licensee of its
obligations under this License Agreement, that
monetary damages will be inadequate to compensate
IHS for such harm, and that injunctive relief directed
against Licensee and in favor of IHS is an appropriate
remedy to enforce the provisions of this License. Such
injunctive or other equitable relief shall be cumulative
of and shall not preclude or waive any other relief or
remedies at law or in equity to which IHS may be
entitled. Licensee's exclusive remedy hereunder is
termination of this License Agreement.
10. MISCELLANEOUS
a. Assignment. Licensee's rights in and to the
Programs granted in this License may not be assigned,
sublicensed, or transferred voluntarily by Licensee or
by operation of law or otherwise, without IHS' prior
written consent and the execution of a new License
Agreement.
b. Notices. Any notice to be delivered pursuant
to this License Agreement shall be deemed delivered
upon service, if served personally, or three (3) days
after deposit in the United States mail if mailed by first
class mail, postage prepaid, registered or certified, and
addressed to the person designated for receipt ofnotice
hereunder, at the address set forth on the first page of
this License Agreement or at such other address as shall
be specified from time to time in writing by the
receiving party.
c. Severability. In the event that any provision
of this License Agreement is determined to be invalid
or unenforceable, the remainder of this License
Agreement shall be valid and enforceable to the
maximum extent permitted by applicable law.
d. Exclusive Agreement; Modification. This
License Agreement constitutes the complete and
exclusive statement of the agreement of the parties
relative to the licensing of use of the Programs, and
supersedes all oral or written proposals or
understandings concerning such subject matter. This
License Agreement may be modified only pursuant to
a writing executed by both parties. Should Licensee
elect to issue a purchase order or any similar document
for its own internal purposes, this License Agreement
shall control any conflict between the terms and
conditions of the said order form.
t
4... .
e. Public Information Act request. Should
Licensee receive a request under the Tezas Public
Information Act (open records act) for disclosure,
access to, or copying of any proprietary information
provided by or belonging to IHS or any of its licensors,
including but not limited to disclosure of, access to, or
a copy of the Programs or any part thereof, Licensee
shall immediately notify IHS, including notice in
writing and a copy of the said request, so that IHS may
determine what steps it may wish to take to protect such
information. Unless IHS expressly states to Licensee in
writing that it wishes to forgo seeking exemption or
exception from such disclosure, Licensee shall have the
duty hereunder timely to take all required steps to
initiate the process by which to request an opinion from
the Texas Attorney General concerning whether such
information must be disclosed. Thereupon, Licensee
shall promptly notify IHS that such request has been
made by Licensee, so that IHS may, at its option and to
the extent permitted by law, supplement Licensee's
request.
In the event that disclosure is ultimately required,
Licensee shall provide to the recipient, along with
access to or any copies of such disclosed materials, a
notice that the materials are owned by or licensed to
IHS, are protected under the federal Copyright Act and
other taws, and that recipient is not by virtue of
disclosure under the Texas Public Information Act (or
any successor statute) thereby authorized to use, copy,
or dissem inate the materials without the express written
consent of IHS; and that any unauthorized use, copying
or dissemination may constitute a violation of federal
copyright or other laws, and could therefore subject the
recipient or others to civil or criminal penalties.
FAILURE OF LICENSEE TO COMPLY FULLY
WITH THE OBLIGATIONS OF THIS SUBSECTION
SHALL BE A MATERIAL BREACH OF THIS
LICENSE AGREEMENT AND SHALL
CONSTITUTE GROUNDS FOR THE IMMEDIATE
TERMINATION OF THIS LICENSE AGREEMENT
BY IHS, WITHOUT PENALTY THEREFOR OR
FURTHER OBLIGATION TO LICENSEE. Such
termination shall not relieve Licensee from the
obligation to pay any outstanding fees or costs
hereunder, or other obligations hereunder that survive
termination.
f. Costs; Attorneys' Fees. In the event any
action or claim is brought by IHS to interpret, apply or
enforce this License Agreement, IHS shall be entitled to
recover its costs of such action, or costs of alternative
IHS License Agreement Rev. t20205swtv8Client-120205 Page 6 of 7
dispute resolution or settlement including, without
limitation, attorneys fees, expert fees, and court costs.
g. Survivability. The obligations of Licensee,
for example, regarding protection and confidentiality of
the Programs, consent to injunction, limitation of
liability, remedies, cooperation, governing law and
forum selection, payment of accrued fees and costs, and
the parties' obligations of indemnification and hold
harmless set forth herein, shall survive any termination
of this License Agreement.
h. Governing Law. This License Agreement
shall be governed by and enforced in accordance with
the laws of the State of Texas, without giving effect to
its choice of laws provisions.
i. Forum Selection. Any suit brought by or
against IHS under, concerning or related to this License
Agreement may be brought only in the State of Texas
and jurisdiction and venue for any action arising under
or concerning this License Agreement or the related
Data Processing Services Agreement shall be and lie
exclusively in the state and county courts of Travis
County, Texas, or the United States District Courts of
the Western District of Texas, Austin Division.
j. No Waiver of Rights. No term or provision
of this Agreement shall be deemed to be waived and no
consent to any breach or default shall be deemed unless
such waiver or consent be in writing signed by the party
against which such waiver or consent is asserted; the
terms of this Agreement shall not be deemed to be
amended by any such waiver or consent unless in a
writing expressly stating such amendment; and any
waiverbyeitherparry, whetherexpress orimplied, shall
not imply a consent or waiver of any term or provision
on any other occasion, or any consent to any different
breach or default.
k. Construction. Descriptive headings or
captions in this License Agreement are for convenience
only and shall not affect the construction or application
of this License Agreement. Words having established
technical or trade meanings in the industry shall be so
construed. Lists of items shall not be exclusive unless
expressly so stated, but shall include other items,
whether similar or dissimilar to those explicitly listed,
as the context reasonably requires. No rule of
construction requiring interpretation against the drafting
party shall be applied or given effect. Words of any
gender used herein shall be deemed to include words of
any other gender, and use of the singular or the plural
herein shall include the other, unless context requires
otherwise.
1. Cooperation. Licensee shall cooperate fully
with IHS in the maintenance and protection by IHS of
any intellectual property ownership or other rights or
interest of IHS in the Programs or other intellectual
property or interests therein that are the subject matter
of this License.
APPROVALS
IN WITNESS W HEREOF, we have executed this License Agreement as of the
Kerr County
[Licensee name)
BY• ~
--
NAME PRINTED: Hon. Pat Tinley
TITLE: County Judge
DATE: __~~_~ DATE:
IHS License Agreement Rcv. 120205swtV8Clicnt-]20205
day of - , 20 08
IHS
B Y:
NAME PRINTED:
TITLE: President
Robert Baird
Page 7 of 7
IHS No.
~ ONSITE; _X_ HOSTED)
ATTACHMENT A
TO DATA PROCESSING SERVICES AGREEMENT
Scope of Services (Programs), Fees and Schedule of Equipment
RE: Data Processing Services Agreement between IHS and Kerr County, Texas ("County").
The following Programs will be provided by IHS for the Services to the specified County offices or
departments, subject to the terms and conditions of the Services Agreement and the companion License
Agreement (Attachment B to the Services Agreement):
SERVICES: SOFTWARE
1Department 11
• Vendor Management
• Client Management
• Invoice entry for
prescriptions
• Invoice entry for anesthesia
• Invoice entry for physician
services
• Invoice entry for in-patient
care
• Invoice entry for out-patient
care
• Monthly updates for Red
Book / NDC drug codes
• Annual updates for CPT
codes
• Client listings
• Termination listings
• Explanation of benefits
(EOB) reporting
• General Ledger totals report
• Source totals reports
• Pending invoice listings
• Hospital utilization by days
• Amounts paid on clients
• CPT usage reports
• DRG Code Management
FEES AND USER NUMBERS
Monthly Fees are due and payable in the offices of IHS in Conroe, Texas, on or before of the first day of
each calendar month during the term of the Services Agreement, applicable to the Services for that calendar
month; provided, that the first payment in the Initial Term or any Renewal Term shall be equal to two (2)
months' fees for the applicable term, that is, for the first and last month of that term. All payments must be
in U.S. dollars, by check, money order, cashiers check or wire transfer.
TOTAL MONTHLY FEE of One Thousand, Three Hundred Eighty-Eight Dollars ($ 1,388.00)
for the following County offices and departments, inclusive:
Kerr County Indigent Health Care
Data Processing Services Agreement ATTACHMENT A Rev. 120205-vl-hosted-120205 Page I of 3
~ ~_.
SCHEDULE OF EQUIPMENT
INSTALLATION OF PROGRAMS WILL BE
ONSITE (on Client's premises) _X_ HOSTED (Internet or other remote access)
IHS will utilize the following equipment (computers, servers, other) or its functional equivalent as part of
the Services specified in the Services Agreement. Unless otherwise expressly stated in a writing executed
by IHS, the County shall have and acquire no right, title or interest in or to any equipment or hardware of
any kind that is provided by or for IHS ("IHS Equipment"), or in or to any software provided by or for IHS
additional to the Programs identified above (including but not limited to operating systems or other
software for IHS Equipment) ("Other IHS Software"), whether such IHS Equipment or Other IHS Software
is owned or leased by IHS or merely licensed to IHS; and all right, title and interest in and to such IHS
Equipment and Other IHS Software shall remain solely in IHS and/or in those third parties who lease or
license such equipment or software to IHS. [HS reserves the right to substitute, replace or modify any IHS
Equipment or Other IHS Software from time to time, at IHS's sole discretion.
SERVER and characteristics:
Model: IBM 270
Operating system version/release: AIX Unix V5 or later
SITE LOCATION: ILand Internet Solutions Corporation, Houston, Texas
FOR HOSTED SERVICES ONLY:
IHS will provide the following security at the remote installation site and/or for the remote installation
server: firewall; virus protection; master login password- and specific User login password-limited access.
IHS will perform daily and monthly data backup.
CLIENT-SUPPLIED EQUIPMENT -MINIMUM SPECIFICATIONS
The following are the suggested minimum specifications for Client-supplied equipment, to ensure
compatibility with the IHS Programs and satisfactory performance:
WORKSTATIONS:
2.0 GHz Intel Pentium PC 256 MB RAM 30 GB hard drive
17 inch monitor or LCD CD drive
Windows XP Pro or 2000 Pro Internet Explorer 6.0 or later 100 base-T Ethernet card
Internal NETWORK:
100 base-T compliant
Data Processing Services Agreement ATTACHMENT A Rev. 120205-vl-hosted-120205 Page 2 of 3
~,.R.
REQUIREMENTS AND SPECIFICATIONS
REGARDING CLIENT REMOTE ACCESS
ISP Requirements: High Speed Internet
APPROVALS:
COUNTYT r
`-•..
By: By:
Print name: Hon. Pat Tinley Print name: Robert Baird
Title: County Judge Title: President
Date: Date: ~ _ / -
Data Processing Services Agreement ATTACHMENT A Rev. 120205-vl-hosted-120205 Page 3 of 3

SCHEDULE A
TO NONEXCLUSIVE LICENSE AGREEMENT
CLIENT: Kerr County, Texas
CLIENT OFFICES OR DEPARTMENTS:
Kerr County Indigent Health Care
INSTALLATION TYPE:
(Check one)
ONSTTE; see Data Processing Services Agreement Attachment A
_X_ REMOTE; see Data Processing Services Agreement Attachment A
LICENSE TERM: Commensurate with term of companion Data Processing Services Agreement
LICENSING FEES: Included with fees stated in Data Processing Services Agreement, Attachment A
SOFTWARE:
Kerr County IHC:
Vendor Management
Client Management
Invoice entry for
prescriptions
Invoice entry for
anesthesia
Invoice entry for
physician services
Invoice entry for in-
patient care
Invoice entry for out-
patient care
Monthly updates for
Red Book / NDC drug
codes
Annual updates for
CPT codes
Client listings
Termination listings
Explanation of benefits
(EOB) reporting
General Ledger totals
report
Source totals reports
Pending invoice
listings
Hospital utilization by
days
Amounts paid on
clients
CPT usage reports
DRG Code
Management
Concurrent (Web) User No. (Maximum) = Two(2)
ACCESS
For requirements regarding client-provided remote maintenance access to IHS for Onsite installations, or Client
obligations regazding access for Hosted Services, see Data Processing Services Agreement Attachment A
CLIENT IHS
By 1 By: -
Name (printed): Hon. Pat Tinley Name: Robert Baird
Title: County Judge Title: President
Rev120205- v1-120205 SCHEDULE A to [HS Nonexclusive License Agreement Page l of 1
** CPT Addendum to Data Processing Services Agreement **
In accordance with the Terms and Conditions of the Data Processing Services Agreement
between Kerr County, Texas herein after referred to as "Client" and Indigent Healthcare
Solutions Ltd., this Addendum shall document IHS' licensing to Client updated versions
of the Physicians' Current Procedural Terminology CPTTM codes a product of the
American Medical Association (AMA), a coding work of nomenclature and codes for the
reporting of physician services.
For the consideration of $10.00 per concurrent user, per month, IHS will install and
update the most recent CPTTM codes for the Client Indigent Health Care Office.
# Concurrent Users 2
Monthly License $20.00
CPTTM codes are a copyrighted product of the American Medical Association (AMA).
All notices of proprietary rights, including trademark and copyright in CPT must appear
on all permitted back up copies
This Addendum is nontransferable, nonexclusive, and is for the sole purpose of internal
use by Client, and only in the United States.
CPTTM codes may not be used in any public electronic bulletin board, or public computer
based information system (including the Internet and World Wide Web unless subject to
the provisions of this Addendum).
Client may not create a derivative product of the CPTTM codes and selling, leasing or
licensing it or otherwise making the Electronic Product or any portion thereof available to
any unauthorized party.
Client may only make copies of the Electronic Product for back up and / or archival
purposes.
Client should ensure that anyone who has authorized access to the electronic product
complies with the provisions of this agreement and the Non Exclusive License
Agreement.
July 1, 2008
** CPT Addendum to Data Processing Services Agreement **
If any provision of this Addendum is determined to violate any law or is unenforceable
the remainder of the Addendum shall remain in full force and effect.
This Addendum shall become effective when executed and except as modified herein, all
of the Terms and Conditions of the aforementioned Data Processing Services Agreement
shall remain in full force and effect.
Client
Indigent Healthcare Solutions
r ature
Hon. Pat Tinley
~" 00 ~
Dat
Robert Baird
1, v
7
Date
July 1, 2008
** Addendum to Data Processing Services Agreement **
In accordance with the Terms and Conditions of the Data Processing Services Agreement
Contract between Kerr County, Texas and Indigent Healthcare Solutions Ltd, (IHS), this
Addendum shall document the addition, upgrade, and / or modification in services,
hardware ownership, maintenance and monthly billing to Kerr County for Indigent
Health Care Services.
For the monthly consideration of $100.00, IHS shall install and update the
automated Red BookTM codes for the Kerr County.
This Addendum shall become effective when executed and except as modified herein, all
of the Terms and Conditions of the aforementioned Data Processing Services Agreement
shall remain in full force and effect.
Kerr County, Texas Indigent Healthcare Solutions Ltd.
r
at Tinley Robert Baird
County Judge President
Date: ~ ll ~ ~ Date: ~ `~ /~
July 1, 2008
Addendum To Data Processing Services Agreement
In accordance with the Data Processing Services Agreement between Kerr County, Texas, hereinafter
referred to as the "Client" and Indigent Healthcare Solutions, Ltd. Of Conroe, Texas, hereinafter referred
to as "IHS", this Addendum shall document the mutual changes made by all parties to the Data
Processing Services Agreement.
Client and IHS have agreed to the following terms and conditions:
Section 6 "Subject To Appropriation"
All references /occurrences to ninety (90) days shall be modified to be thirty (30) days.
Section 12 "Termination"
All references /occurrences to ten (10) day notice to correct notice of default shall be replaced with
"reasonable time". The intent being to give both parties reasonable time to correct issues relevant to
notice of default.
Section 20 "Venue"
Section 20 shall be modified to reflect that Venue will be in Comal County, Texas replacing Travis
County, Texas.
Section 25 "Force Maieure"
Section 25 shall be changes to read..... "and such excuse by reason of force majeure shall last until IHS or
the county by the exercise of reasonable diligence might remove, avoid or otherwise cure such
impediment."
This Addendum shall be effective when executed and except as modified herein, all of the Terms and
Conditions of the aforementioned Data Processing Services Agreement and Non-Exclusive License
Agreement shall remain in full force and effect.
Kerr County, Texas
n. P t inley
County Judge
IHS
l
Robe aird
President
Date: ~ Z--T'~'~
Date: ~- ~ - v