06 4253 CERNER-AMENDMENT 6-DHS-11.16.2018.pdf

AMENDMENT NO. 6

Wisconsin Department of Corrections

1-6JK8Y1L_CPQ-13433-R1

November 16, 2018

THIS AMENDMENT NO. 6 to the Contract Number 410008-M16-ELB4253A-RFP-01 (as amended, the “Agreement”) dated June 28, 2016 between Cerner Corporation ("Cerner"), a Delaware corporation with its principal place of business at 2800 Rockcreek Parkway, Kansas City, Missouri, 64117 and Wisconsin Department of Corrections ("Client"), a Wisconsin state agency having its principal place of business at 3099 E Washington Ave. PO Box 7925, Madison, WI, 53707- 7925, is effective as of November 16, 2018 ("Amendment No. 6 Effective Date").

WITNESSETH:

WHEREAS, Client wishes to permit certain facilities of The Wisconsin Department of Health, Wisconsin Resource Center (“Affiliate”) to access certain solutions, which are currently hosted by Cerner for Client, through Client’s Cerner hosted domains, WHEREAS, Cerner and Affiliate are parties to a separate Contract for Services (Contract ID Number 43550-O17- 0206EHEALTH-00) and will enter into an appropriate amendment to such contract, pursuant to which Cerner will provide to Affiliate a license to or access to such solutions, WHEREAS, Cerner and Client are entering into this Amendment No. 6, and Affiliate is agreeing to it as well, to set forth the terms and conditions that will govern Affiliate’s access to such solutions through Client’s Cerner hosted domains, NOW, THEREFORE, in consideration of the premises, the parties hereto do hereby covenant and agree as follows:

1. Effective Agreement. Under the Agreement, Cerner provides RHO Services to Client with respect to (among other items) the following items of Licensed Software (the “Extended Cerner Solutions”):

- PS-20570 Clinical Data Repository PS-20570_11

Under the Agreement, Cerner provides RHO Services to Client with respect to (among other items) the following items of Sublicensed Software (the “Extended Third Party Solutions”):

- Dentrix - All Solution Codes contained in the Agreement under Attachment C (CERNER

SYSTEM SCHEDULE NO.1), subsection EQUIPMENT AND SUBLICENSED SOFTWARE MAINTENANCE and listed under DENTRIX

The parties understand and agree that such RHO Services are governed by the terms and conditions set forth in the Agreement and any Cerner System Schedule(s) which are still in effect which describe the RHO Services to be provided. For the avoidance of doubt, with respect to such RHO Services, Cerner owes its duties and obligations under such Agreement and Cerner System Schedule(s) to Client. Cerner shall not be separately liable to Affiliate for any breach of the terms of the Agreement or any Cerner System Schedules thereunder, including but not limited to this Amendment No. 6.

The Extended Cerner Solutions and the Extended Third Party Solutions are collectively referred to herein as the “Extended Solutions”.

Affiliate will enter into a separate amendment to its Contract for Services with Cerner with respect to the Extended Solutions.

2. Right of Access. Subject to (i) the terms of this Amendment No. 6, (ii) any applicable agreement between Client and Affiliate, and (iii) the applicable contract amendment between Cerner and Affiliate, Affiliate’s permitted users shall have the right to access the Extended Cerner Solutions on a read-only basis and to access the Extended Third Party Solutions on a read-update basis through the Client Domains. Affiliate shall not have the right to enter data into or otherwise use the Extended Cerner Solutions in any production basis. Affiliate shall have the right to

DocuSign Envelope ID: 104F945C-70CD-4E1B-86EA-9F890A8AAFA1

November 16, 2018 enter data into and use the Extended Third Party Solutions in a production basis. “Client Domains” shall mean the specific computing environments (e.g. production, certification, build, training and mock) within which Client uses the Extended Solutions. Affiliate shall not have the right to access any functionality or tools to create customization or tailoring for the Extended Solutions, or any back-end system management functionality and tools for the Client Domains. Client and Affiliate are responsible to connect the Affiliate’s facilities to the Client’s network or to the point at which the Cerner provided WAN connection terminates. Client will be responsible for the granting of access privileges to Affiliate via the Client network and Client Domains as appropriate. For the avoidance of doubt, other than the right to access the Extended Cerner Solutions on a read-only basis and access the Extended Third Party Solutions on a read-update basis, Affiliate will have no right to access or use any software or services in Client Domains.

3. Addition of Permitted Facility. Client and Cerner agree to modify the CERNER SYSTEM SCHEDULE NO.1, subsection FACILITIES and under Permitted Facilities to add Wisconsin Department of Health, Wisconsin Resource Center, the address of which is 1 West Wilson Street, Room 350, PO Box 309, Madison, WI 53701- 0309.

4. Governance. Client and Affiliate understand and agree that it is solely their responsibility to adopt appropriate policies, procedures and training for Affiliate’s permitted users to create and support physical and logical security and privacy of the common domain and to communicate and enforce such policies and procedures as they relate to both Client and Affiliate.

5. Scope of Use.

a. Affiliate user logons to the Client Domains will count against the RHO scope of use limits in Attachment C of the Agreement (CERNER SYSTEM SCHEDULE NO.1). Cerner is responsible for monitoring and reporting on the total Peak Concurrent Logon scope of use (as defined in CERNER SYSTEM SCHEDULE NO.1) of Client’s hosting agreement. Client is responsible for monitoring Affiliate’s Peak Concurrent Logon scope of use. In the event Client exceeds its total Peak Concurrent Logon scope of use (regardless of whether such excess is due to Affiliate or Client), Client will be responsible for any increased fees due to Cerner as provided in the Agreement.

b. Affiliate’s use of the Extended Solutions through the Client Domains will count against any applicable scope of use limits for the Extended Solutions in CERNER SYSTEM SCHEDULE NO.1. If such limits are exceeded (regardless of whether such excess is due to Affiliate or Client), Client will be responsible for any increased fees due to Cerner as provided in the Agreement.

6. Support and Maintenance.

a. Items used in Production by Client. Cerner or its third party supplier will provide Support and Maintenance for the Extended Solutions directly to Client, or its designee (which may include Affiliate).

For the avoidance of doubt, Cerner may not be able to provide Affiliate with Support or Maintenance on any of the Extended Solutions if Client is running such Extended Solutions in Client’s production environment, but Client is not receiving Support or Maintenance from Cerner or its third party supplier.

b. Changes, Additions and Modifications. Notwithstanding any terms to the contrary, Cerner and Affiliate each agree that Cerner does not have the right to make any material changes, additions or modifications to any Client Domain, unless Cerner obtains Client’s prior written consent to any such change, addition and/or modification. Affiliate acknowledges and agrees that Cerner shall not be responsible for or liable for Cerner’s failure to make any change, addition, and/or modification to the extent Client did not provide Cerner the consent to make such change, addition, and/or modification. Client’s consent for all Production Domain changes, additions and modifications will be documented and authorized through Cerner’s standard Change Authorization process (i.e. PECA or similar) process.

November 16, 2018

7. Limitation of Liability. IN NO CASE SHALL CLIENT OR CERNER BE LIABLE TO AFFILIATE FOR ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR ANY OTHER DAMAGES WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR ANY OTHER LEGAL THEORY.

SUCH EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, THIRD PARTY CONSEQUENTIAL DAMAGES, AND INJURY TO PROPERTY. Affiliate understands that Cerner’s sole responsibility with respect to the RHO Services is to Client. All claims by Affiliate against Cerner and which arise out of this Amendment No. 6 (“Affiliate Claims”) may only be brought by Client and may not be brought directly by Affiliate against Cerner. Affiliate assigns all Affiliate Claims to Client and Cerner waives any right to contest (a) the validity of such assignment, and (b) the applicability of any limitation of liability within this Amendment No. 6 for damages relating to Affiliate Claims brought by Client (it being understood that such Affiliate Claims when brought by Client will be subject to any applicable limitations of liability which otherwise apply between Cerner and Client).

8. Term and Automatic Termination. This Amendment No. 6 shall continue in effect until ___________, subject to earlier termination as provided herein. Such term may be extended by the written agreement of all three parties.

Notwithstanding any terms to the contrary, Affiliate, Cerner and Client agree that this Amendment No. 6 will automatically terminate, without the need for notice, in the event (a) the remote hosting services being provided to Client for the Extended Solutions by Cerner terminates or expires for any reason, or (b) the separate Contract for Services and/or applicable amendment thereto with respect to the Extended Solutions between Affiliate and Cerner terminates or expires for any reason.

In all other respects, the Agreement remains unchanged.

IN WITNESS WHEREOF, the parties hereto do hereby execute this Amendment No.6 as of the Amendment No. 6 Effective Date.

Cerner Corporation

By:

Teresa Waller

Title:

(type or print)

Sr. Director, Contract Management

WISCONSIN DEPARTMENT OF HEALTH SERVICES

(signature)

(type or print)

Deputy Division Administrator

6/27/24

Rose Kleman

Secretary

Cathy A. Jess