8-Attachment G H25-25-150 Master Services Agreement-Sample.docx

CONTRACT FOR SERVICE

«CONTRACTCATEGORY», «CONTRACTTITLE»

FOR: COOK COUNTY HEALTH

DEPARTMENT OF «DEPARTMENTNAME»

ISSUED BY THE OFFICE OF THE CHIEF PROCUREMENT OFFICER

REQ# «ReqNo»/ nnn /«Contact_MnYr»

CCH MSA Template (ver. 4.1.1; 9.2021)

SAMPLE

CCH MSA Template

CCH ASSIGNED AGREEMENT NO. HXX-XX-XXX

Agreement Term: _______ through __________

Maximum Contract Amount of Initial Term: _______

Type of Service: ____________________

MASTER SERVICES AGREEMENT

This MASTER SERVICES AGREEMENT (“Services Agreement”) is made and entered into as of the ____ day of ______________, ______ (“Effective Date”) by and between:

(a) COUNTY OF COOK, an Illinois body politic and corporate (“Cook County”), by and through its operating unit, Cook County Health and Hospitals System doing business as Cook County Health (“CCH”), having offices at 1950 West Polk Street, Chicago, Illinois 60612; and

(b) _____________________________________, a __________________________, with its principal place of business at ________________________________________________ (“Vendor”).

CCH and Vendor are each a “Party” and are collectively the “Parties.” Reference to “CCH GC” means the General Conditions for contracting with the County of Cook and its operating units, including CCH, that are generally applicable to contractors engaged by the County of Cook and its operating units.

The County of Cook and its operating units, including CCH, are collectively referred to as “CCH” in the remainder of this Services Agreement and in its Appendices, Addenda, Attachments, Exhibits, Schedules, Statements of Work and Change Orders.

RECITALS

WHEREAS, CCH issued RFP Number H25-25-###, seeking proposals from respondents and selected Vendor in accordance with the evaluation criteria published in RFP for «ServiceDescription»; and WHEREAS, the Vendor represents that it has the professional experience and expertise to provide the necessary services and further warrants that it is ready, willing and able to perform in accordance with the terms and conditions set forth in this Agreement.

WHEREAS, CCH desires to engage Vendor to furnish Services and Deliverables to CCH, as more fully described in this Services Agreement and in its Appendices, Addenda, Exhibits, Schedules, Statements of Work and Change Orders; and WHEREAS, Vendor desires to be so engaged by CCH;

NOW THEREFORE, in consideration of the mutual agreements and undertakings of the Parties and for other good and valuable consideration, the sufficiency of which the Parties acknowledge, the Parties intend to be legally bound and agree as follows:

CONSTRUCTION OF AGREEMENT

Defined Terms in Services Agreement (CCH GC-30). Capitalized terms used, but not otherwise defined, in this Services Agreement, have the meanings set forth in the Glossary of Terms attached as Appendix 1. As used in this Services Agreement, the words “include” and “including” mean including but not limited to; and the word “or” is not exclusive.

References in Services Agreement (CCH GC-30). Unless the context otherwise requires, reference in this Services Agreement to: (a) an Article, Section, Appendix, Addendum, Exhibit, or Schedule means an Article or Section of, or an Appendix, Addendum, Exhibit or Schedule referenced in or attached to this Services Agreement; (b) a Statement of Work or Change Order means a Statement of Work or Change referenced in or issued under this Services Agreement; (c) an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented or otherwise modified from time to time to the extent permitted by the provisions thereof and by this Services Agreement; and (d) a statute, regulation or other Law means such statute, regulation or other Law as amended or modified from time to time and includes any of its successors. Headings in this Services Agreement are for convenience and identification and do not describe, interpret, define or limit the scope, extent or intent of this Services Agreement.

Incorporation in Services Agreement (CCH GC-30). The Appendices, Addenda, Exhibits and Schedules referenced in or attached to, and the Statements of Work and Change Orders referenced in or issued under, this Services Agreement will be construed with, and as an integral part of, this Services Agreement to the same extent as if they were set forth verbatim in this Services Agreement.

Order of Precedence (CCH GC-30).

Contract Documents. In the event of and only to the extent of irreconcilable conflict or inconsistency of terms among the various documents (other than Statements of Work and Change Orders) that, at any given time, constitute this Services Agreement, the order of precedence and priority that will apply is as follows, with each listed document or type of document superseding and prevailing over any subsequently listed document or type of document, and with later-executed documents prevailing over earlier-executed documents of the same type:

(i) HIPAA Business Associate Addendum (CCH GC-39) to the extent applicable to the furnishing of Services and Deliverables under this Services Agreement;

(ii) Medicaid Managed Care Addendum or other Government Requirements document (collectively, “Government Program Addenda”) to the extent each is applicable to the furnishing of Services and Deliverables under this Services Agreement;

(iii) ARTICLES 1 through 12 of this Services Agreement; and

(iv) Any Appendix, Addendum, Exhibit, or Schedule referenced in or attached to this Services Agreement, other than the HIPAA Business Associate Addendum (CCH GC‑39) and the Government Program Addenda to the extent the Services are being performed for CCH Health Plan Services, CountyCare Health Plan.

Statements of Work and Change Orders. In the event of conflict or inconsistency between the terms and conditions of this Services Agreement and the terms and conditions of any Statement of Work or Change Order referenced in or issued under this Services Agreement, the terms and conditions of this Services Agreement will govern, unless expressly provided otherwise and there is written approval of the CCH Office of the General Counsel of the change in priority; provided in no case will a Statement of Work or Change Order supersede the HIPAA Business Associate Addendum (CCH GC-3) or applicable Government Program Addenda. CCH will be responsible for obtaining such approval of the CCH Office of the General Counsel before the Statement of Work or Change Order will govern.

FURNISHING OF SERVICES AND DELIVERABLES

Vendor’s Engagement (CCH GC-01). CCH engages Vendor to furnish the services (“Services”) and deliverables (“Deliverables”) set forth in Statements of Work, as may be executed by the Parties and issued from time to time as “Statements of Work” under this Services Agreement. Services and Deliverables must be furnished in accordance with the terms and conditions of this Services Agreement, as supplemented by the terms and conditions specific to the Services and Deliverables in the applicable Statements of Work in an amount not to exceed the Maximum Contract Amount of $________________________ Vendor accepts this engagement as the prime contractor under and subject to the terms and conditions of this Services Agreement and assumes full and total responsibility and liability for procuring and furnishing the Services and Deliverables to or for CCH. Vendor will:

Act at all times as the single point of reference and contact for CCH with regard to this Services Agreement and all performance under this Services Agreement;

Furnish or arrange to furnish the Services and Deliverables in a manner that complies with all applicable accreditation standards affecting CCH and all applicable Government Regulations;

If Vendor will furnish or arrange to furnish any Services that require personnel to have medical staff appointments or appropriate clinical privileges, assure that such appointments or privileges have been secured prior to permitting such personnel to furnish such Services;

Procure and furnish to or for CCH all Services and Deliverables specified in this Services Agreement and the Statements of Work, regardless whether any particular Service or Deliverable is manufactured or supplied directly by Vendor or through a third party;

Furnish the Services and Deliverables inclusive of all activities and tasks necessary and appropriate for performance of the Services or Deliverables in accordance with this Services Agreement, subject to CCH’s retention of performance of any activities or tasks for a particular Service or Deliverable as specified in the applicable Statement of Work;

Furnish, install, configure, implement and integrate the Services and Deliverables, provide efficient business administration and project management with respect to this engagement, and appropriately supervise all work performed as part of this engagement, as necessary and appropriate to complete the installation, configuration, implementation and integration of Services and Deliverables in accordance with this Services Agreement Remain fully responsible and liable for any Services in whole or in part, provided by any third party on behalf of Vendor;

Provide ongoing support and maintenance of all Services and Deliverables; and Not discontinue or suspend performance under this Services Agreement or any Statement of Work prior to the expiration or termination date of this Services Agreement or the applicable Statement of Work, unless the CCH Chief Procurement Officer or designee directs otherwise in writing.

Changes in Services or Deliverables (CCH GC-16). CCH may request change to any Statement of Work by providing a written request to Vendor, specifying the change with sufficient detail reasonably to enable Vendor to evaluate the request.

Vendor’s Provision of Change Order. Within 10 days (or such longer period as the Parties mutually agree) after the date of CCH’s request, Vendor will deliver to CCH a written request to change (“Change Order”) the applicable Statements of Work, which includes the following as applicable:

(i) Description of the impact of the Change Order upon the Statement of Work;

(ii) Specifications, implementation plans and schedules with milestones and completion dates;

(iii) Firm price quote to implement the Change Order, which price quote will constitute Vendor’s firm offer for 30 days (or such longer period as stated in the Change Order); and

(iv) Estimates of any expenses or disbursements anticipated to implement the Change Order.

Change Order Negotiation, Acceptance or Rejection. For 30 days (or such longer period as stated in the Change Order) following Vendor’s delivery of the Change Order to CCH (“Negotiation Period”), the Parties may negotiate mutually-acceptable modifications to the Change Order.

(i) No Cost Increase or Scope Expansion. When a Change Order does not require an increase to the Maximum Contract Amount for this Services Agreement, as approved by the CCH Board of Directors in a Board transmittal and certified by the Stamp of the Secretary of the CCH Board of Directors (“Maximum Contract Amount”), and does not expand the scope of Services or Deliverables beyond that requested by CCH in any request for proposal or approved by the CCH Board of Directors, then before expiration of the Negotiation Period, CCH may notify Vendor in writing of CCH’s acceptance or rejection of the Change Order (as may have been modified by the Parties during the Negotiation Period).

(A) Change Order Rejection. If CCH rejects, or fails to give any notice to Vendor with respect to the Change Order before expiration of the Negotiation Period, CCH will be deemed to have rejected the Change Order and withdrawn its request to change the Statement of Work. Vendor will thereafter take no further action with respect to the Change Order.

(B) Change Order Acceptance. If CCH accepts the Change Order before expiration of the Negotiation Period and there are available CCH-approved contract funds that may be reallocated without causing the Maximum Contract Amount to be exceeded, then the CCH Using Department operationalizing the Change Order may reallocate those CCH-approved contract funds for the Change Order without need for a contract amendment pursuant to Section 12.9.

(ii) Cost Increase or Scope Expansion. When a Change Order requires or commits additional monies to be expended by CCH that were not in the Maximum Contract Amount or expands the scope of Services or Deliverables beyond that requested by CCH in any request for proposal or approved by the CCH Board of Directors, then the Change Order may not be accepted by CCH, unless such Change Order is processed as an Amendment pursuant to Section 12.9.

Implementation of Accepted Change Order. Upon CCH’s acceptance of a Change Order that does not require processing as an Amendment pursuant to Section 2.2(b)(ii), the Parties will execute the Change Order and apply it to the applicable Statements of Work. Vendor will thereafter implement the Change Order in accordance with its terms and conditions as part of the applicable Statements of Work. No Change Order or other request for change to a Statement of Work will become binding upon CCH or Vendor, and CCH will not be obligated to pay Vendor for, and Vendor will not be obligated to furnish, any Services or Deliverables described in a Change Order, except as expressly set forth in a Change Order signed by a duly authorized representative of each Party and attached to the applicable Statements of Work.

CCH Inspection and Rejection of Services and Deliverables (CCH GC-04). At all times during the Term and at any location where this Services Agreement is performed, CCH will have a right to inspect the Services and Deliverables. Services and Deliverables may be rejected by the CCH Using Department if the Services or Deliverables fail to meet the specifications of this Services Agreement. In the event of such rejection, Vendor will remedy the failure in accordance with Section 7.1(d). Any rejected Deliverable must be removed by Vendor within a reasonable time at Vendor’s expense, after CCH has given notice to Vendor that such Deliverable has been rejected.

Vendor Personnel (CCH GC-02). Personnel that Vendor employs or engages in connection with this Services Agreement must have the requisite ability, expertise, knowledge and skill appropriate to the work they carry out in connection with the furnishing of Services and Deliverables and must not be excluded Persons as specified in Section 10.1(c). At all times during the Term, Vendor will assign a sufficient number of qualified personnel to enable furnishing of the Services and Deliverables in accordance with this Services Agreement. The quality, experience and availability of Vendor personnel are a continuing obligation under this Services Agreement.

Identification of Key Vendor Personnel. Vendor will furnish to CCH a list identifying all key Vendor personnel to be used to furnish the Services and Deliverables and their designated assignments. The list will, upon CCH’s request, include the qualifications of each individual named. Such list will be made available to CCH at least twice a year, every January 1 and July 1 of each calendar year of the Term. Vendor will provide regular updates to CCH as Personnel are added or deleted from the Services.

Removal of Vendor Personnel. If CCH has a reasonable basis to believe at any time during the Term that the performance or conduct of any Vendor personnel assigned to carry out work in connection with the furnishing of Services or Deliverables fails to conform to the requirements of this Services Agreement, CCH will so notify Vendor. Vendor will immediately remedy the performance or conduct of such personnel. Should Vendor fail to remedy such personnel’s performance or conduct to CCH’s approval, and CCH requests the personnel’s replacement, Vendor will, no later than 5 (five) days following CCH’s request, replace the personnel with other qualified personnel, reasonably acceptable to CCH, who meet the requirements of this Services Agreement.

Wage Requirements. Vendor will familiarize itself with the current Cook County Living Wage established by County’s Chief Financial Officer and ensure that Vendor’s employees are paid not less than the applicable Cook County Living Wage. If Vendor’s employees or its subcontractors’ employees furnish any Services to which the Illinois Prevailing Wage Act (820 ILCS 130/0.01 et seq.) or Cook County Code of Ordinances Section 34-163 applies, then Vendor must ensure that its employees assigned to provide such Services under this Services Agreement are paid not less than the applicable prevailing wage. Vendor must maintain documentation sufficient to verify that its employees assigned to furnish such Services are paid not less than the Cook County Living Wage or the applicable prevailing wage.

Parties’ Primary Contacts and Status Meetings (CCH GC-01).

Primary Contacts. Each Party will designate and identify a primary contact (“Primary Contact”) to serve as the Party’s principal contact individual for the other Party with respect to this Services Agreement.

Status Meetings. On a periodic basis, but no less frequently than monthly during the Term, Vendor’s Primary Contact, along with other Vendor personnel as CCH may request, will participate in an in-person or telephonic meeting with CCH’s Primary Contact, and other CCH representatives as CCH may elect to include, at the time and place that CCH reasonably designates. The purpose of each such meeting will be to review and discuss the operational status and anticipated tasks or activities with respect to the applicable Statements of Work, including any actual or anticipated problems and proposed solutions that could impact performance of the Statements of Work.

Books and Records Maintenance (CCH GC-32).

By Vendor. Vendor will maintain timely, complete and accurate books and records, consistent with books and records maintained in the ordinary course of business and including documents, papers, canceled checks, bank statements, purveyor’s and other invoices involving transactions relating to compliance with the terms, conditions or provisions of this Services Agreement or the Services and Deliverables, for the longer of: (i) 10 years following the later of expiration or termination of, or final payment under, this Services Agreement; (ii) completion of a final audit by CCH or by the U.S. Department of Health and Human Services (“DHHS”), the U.S. Comptroller General, the U.S. Department of Justice, the Illinois Department of Healthcare and Family Services, the Illinois Office of Attorney General or other applicable State or County agencies, or their respective designees; or (iii) as otherwise required by applicable Law. Vendor will be responsible for establishing and maintaining records sufficient to document the costs associated with Vendor’s furnishing of Services and Deliverables under this Services Agreement.

By Subcontractors. Vendor will include in all of its subcontracts relating to this Services Agreement a provision that requires each subcontractor to maintain timely, complete and accurate books and records, consistent with books and records maintained in the ordinary course of business and including documents, papers, canceled checks, bank statements, purveyor’s and other invoices involving transactions relating to compliance with the terms, conditions or provisions of the subcontract or this Services Agreement or the Services and Deliverables furnished by the subcontractor, for the longer of: (i) 10 years following the later of expiration or termination of, or final payment under, the subcontract; (ii) completion of a final audit by CCH or by DHHS, the U.S. Comptroller General, the U.S. Department of Justice, the Illinois Department of Healthcare and Family Services, the Illinois Office of Attorney General or other applicable State or County agencies, or their respective designees; or (iii) as otherwise required by applicable Law.

Audit and Examination (CCH GC-32).

By CCH. Upon CCH’s reasonable notice and during normal business hours, Vendor will, and will contractually require its subcontractors performing under this Services Agreement to, make available and submit for audit, inspection, evaluation or examination by CCH or its duly authorized representatives, their respective books and records maintained in compliance with Section 2.6, as well as their respective premises, facilities, equipment, computer and other electronic systems, for the longer of: (i) 10 years following the later of expiration or termination of, or final payment under, the Services Agreement or subcontract, as applicable; (ii) completion of CCH’s final audit; or (iii) as otherwise required by applicable Law. Any CCH audit, inspection, evaluation or examination will be conducted in a manner that does not unreasonably interfere with the operation of Vendor’s or subcontractor’s day-to-day business affairs. Vendor will, and will contractually require its subcontractors performing under this Services Agreement to, copy, upon CCH’s reasonable notice and at CCH’s expense, and furnish to CCH the books and records it maintains in compliance with Section 2.6.

By Government Agencies. Vendor will, and will contractually require its subcontractors performing under this Services Agreement to, make available their respective books and records maintained in compliance with Section 2.6, as well as their respective premises, facilities, equipment, computer and other electronic systems, involving transactions relating to or compliance with the terms, conditions or provisions of the Services Agreement, the subcontracts or the Services and Deliverables, available for audit, inspection, evaluation, examination or copying by DHHS, the U.S. Comptroller General, the U.S. Department of Justice, the Illinois Department of Healthcare and Family Services, the Illinois Office of Attorney General and other applicable State or County agencies, or their respective designees, at all reasonable times at Vendor’s or subcontractor’s place of business or such other mutually agreeable location, for the longer of: (i) 10 years following the later of expiration or termination of, or final payment under, the Services Agreement or subcontract; (ii) completion of a final audit by DHHS, the U.S. Comptroller General, the U.S. Department of Justice, the Illinois Department of Healthcare and Family Services, the Illinois Office of Attorney General or other applicable State or County agencies, or their respective designee; or (iii) as otherwise required by applicable Law, provided, if a government agency determines there is a reasonable possibility of fraud, abuse or similar risk, the government agency or its designee may audit, inspect, evaluate or examine Vendor or subcontractor at any time.

Medicare Reimbursement. If Medicare program reimbursement, to which applies Social Security Act § 1861(v)(1)(l) (42 U.S.C. § 1395x(v)(1)(l)), may be made for Services or Deliverables provided under (i) this Services Agreement or an applicable Statement of Work, or (ii) one or more subcontracts with related organizations of Vendor that have a value or cost of $10,000 or more over a 12‑month period, then Vendor will: (x) retain, to the extent not included within the books and records Vendor is required to: maintain under Section 2.6(a), this Services Agreement and the books, documents, records and data necessary and appropriate to certify the nature and extent of the costs of the Services and Deliverables for at least 4 years after furnishing the Services or Deliverables; and (y) include in each subcontract with a related organization a requirement that, until the expiration of 4 years after furnishing of the Services or Deliverables, the related organization will make available to DHHS, the U.S. Comptroller General, or their respective designees, upon request, the related organization’s subcontract and books, documents, records and data necessary and appropriate to certify the nature and extent of the value or costs of the Services or Deliverables.

Cooperation and Reliance. Vendor and CCH will cooperate in good faith with each other in performance of their respective obligations and responsibilities under this Services Agreement. Vendor may rely upon the accuracy and completeness of the data and information that CCH provides or arranges to provide Vendor under this Services Agreement for Vendor’s furnishing of Services and Deliverables.

Policies and Procedures. Vendor must maintain, and regularly review and update as necessary or appropriate, sufficiently detailed written policies and procedures applicable to implementation and performance of the Services. Such policies and procedures must address testing, monitoring, auditing and other quality assurance activities undertaken with respect to implementation and performance of the Services. Vendor will ensure adherence to those policies and procedures in the implementation and performance of the Services. CCH may at all times during the Term review the policies and procedures applicable to implementation and performance of the Services. Vendor will furnish CCH an electronic copy in an agreed format of any or all then current policies and procedures for the Services as promptly as practicable, but no later than five (5) Business Days after Vendor’s receipt of CCH’s request.

PAYMENT FOR SERVICES AND DELIVERABLES

Fees (CCH GC-06). CCH will pay Vendor in accordance with this Services Agreement for Services and Deliverables furnished by Vendor to or for CCH.

Expenses and Disbursements (CCH GC-06). CCH will be responsible for pre-approved reasonable expenses and disbursements that Vendor incurs in the course of furnishing Services and Deliverables under this Services Agreement. Vendor must submit documentation, including third-party receipts, to CCH to substantiate the types and amounts of expenses and disbursement incurred related to the furnishing of Services and Deliverables for which Vendor seeks reimbursement from CCH. Such expenses and disbursements are payable only upon approval from CCH and in accordance with CCH and Cook County’s policies and procedures.

Fee, Expense and Disbursement Estimates (CCH GC-06). To the extent Vendor charges for Services or Deliverables on an hourly basis for actual time worked, Vendor will provide an estimate of the total fees to be payable for each applicable Statement of Work. Vendor will also provide an estimate of the total expenses and disbursements that Vendor may incur for each applicable Statement of Work. Vendor will promptly notify CCH’s Primary Contact of the reasons and the anticipated amounts of additional fees, expenses and disbursements any time Vendor anticipates exceeding a dollar limit for fees, expenses and disbursements that CCH may establish for an applicable Statement of Work. Vendor will provide documentation of actual time worked in writing as requested by CCH.

Invoices (CCH GC-06). Vendor is on notice that invoices are required to comply with and be submitted in accordance with Cook County Code of Ordinances Sections 34-310 and 34-311. Unless the Parties agree to an alternative payment frequency and that alternative payment frequency is identified in the applicable Statement of Work, Vendor will invoice CCH monthly by submission of invoices to the CCH Using Department. Each invoice must include itemized records that indicate the dates or periods in which Services and Deliverables being invoiced were furnished, describe the work performed and the time spent performing the work, and detail the fees and reimbursable expenses and disbursements incurred during the period covered by the invoice. Each invoice must be in a form acceptable to CCH and include third-party receipts or other evidence satisfactory to CCH for each expense or disbursement for which Vendor’s invoice seeks reimbursement. Each invoice must accord with any applicable cost provisions of this Services Agreement or Statement of Work and reference a valid purchase order if CCH has issued a purchase order in connection with the furnishing of any of the Services or Deliverables. All invoices must be sent to Accounts Payable (AP@cookcountyhhs.org) or to CCH Using Department (CCHEmail) and reference an active purchase order.

Payment (CCH GC-06). CCH payment terms are Net 45 days following CCH receipt of Vendor’s invoice satisfying the requirements of Section 3.4. No payment may be made on an invoice that fails to comply with the requirements of Section 3.4. CCH will pay the undisputed portion of each invoice that satisfies the requirements of Section 3.4 within Net 45 days following CCH receipt of Vendor’s invoice and notify Vendor of any portion of the invoice that CCH disputes and the bases for the dispute. Upon resolution of any disputed portion of an invoice, CCH will pay the amounts owed to Vendor within Net 45 days following such resolution. Vendor will not be entitled to: (a) invoice or otherwise charge CCH for late fees, interest on past due payments, or other penalties assessed on untimely payments; or (b) invoice, without the prior written approval of the CCH Chief Procurement Officer or designee, additional charges, costs, mark-up or pass-through amounts with respect to any subcontract or subcontractor of or arranged by Vendor.

Payment in Full. Vendor will accept the amounts paid pursuant to this Services Agreement as payment in full for furnishing Services and Deliverables. CCH will have no financial obligation or liability to any Vendor subcontractor or agent under any circumstance, and Vendor will ensure Vendor’s subcontractors and agents do not seek payment from CCH for furnishing Services or Deliverables under this Services Agreement or for satisfaction of any financial obligation or liability whatsoever owed by Vendor. Vendor is solely responsible for fully compensating any Vendor subcontractor or agent performing under this Services Agreement.

Taxes (CCH GC-08). Federal Excise Tax does not apply to materials purchased by CCH by virtue of Exemption Certificate No. 36-75-0038K. The Illinois Retailers' Occupation Tax, Illinois Use Tax and Illinois Municipal Retailers' Occupation Tax do not apply to Services or Deliverables purchased by CCH by virtue of statute. The State of Illinois Sales Tax Exemption Identification No. applicable to CCH is E-9998-2013-07. The price or prices that Vendor quotes under this Services Agreement or any Statement of Work or Change Order must include all other Federal and State direct and indirect taxes that may apply.

Refunds. In the event Vendor receives, or an audit, inspection, evaluation or examination by CCH or its duly authorized representatives identifies, any payment under this Services Agreement, which is in excess of amounts due under this Services Agreement or otherwise disallowed by CCH, Vendor, at CCH’s direction, will promptly refund the excess or disallowed amount to CCH or credit the excess or disallowed amount to the next payment due or to become due to Vendor from CCH under this Services Agreement or any other contract between Vendor and CCH.

Prepaid Fees (CCH GC-07). Upon the expiration or termination of this Services Agreement for any reason, Vendor will refund to CCH any prepaid fees CCH paid to Vendor for Services or Deliverables not actually furnished as of the expiration or termination date, on a prorated basis to the expiration or termination date, no later than 30 days following the expiration or termination date.

CONFIDENTIALITY

Confidential Information (CCH GC-31). In connection with performance under this Services Agreement, Vendor may gain access to CCH Confidential Information, and CCH may gain access to Vendor Confidential Information.

“Confidential Information” Defined. “Confidential Information” means all information in any form that is identified by the disclosing Party to the receiving Party as confidential or proprietary at the time of the disclosure or that, under the circumstances surrounding the disclosure, should reasonably be considered by the receiving Party as confidential or proprietary, including trade secrets, internal business practices, processes, plans, goals, strategies, software systems, protocols, policies, procedures, finances, products, services and pricing.

Exclusions from Confidential Information (CCH GC-31). Excluded from “Confidential Information” is information that: (i) is generally available to the public at the time the disclosing Party makes the disclosure; (ii) was rightfully and legally available on a non-confidential basis to the receiving Party prior to the disclosing Party’s disclosure of the information to the receiving Party; (iii) becomes rightfully and legally available on a non-confidential basis to the receiving Party from a source other than the disclosing Party; provided that the source is not prohibited from transmitting the information to the receiving Party by a contractual, legal or fiduciary obligation; (iv) is developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; or (v) is Protected Health Information subject to the protections of the HIPAA Business Associate Addendum (CCH GC-39). Work Product and/or Vendor’s deliverables are specifically excluded from the definition of Vendor’s Confidential Information.

Vendor Confidentiality Obligations (CCH GC-31).

Protection of CCH Confidential Information. Vendor will protect the confidentiality of CCH Confidential Information in accordance with applicable laws, rules, and regulations, with no less than reasonable care and in at least the same manner and to the same extent as Vendor protects its own Confidential Information.

Restriction on Use and Disclosure of CCH Confidential Information. Vendor may not use or disclose CCH Confidential Information without CCH’s specific prior written consent, except as necessary to perform Vendor’s obligations or exercise Vendor’s rights under this Services Agreement or as required by Law. Vendor may permit use of CCH Confidential Information only by Vendor’s employees, and disclose CCH Confidential Information only to Vendor’s subcontractors, agents and other representatives, that: (i) need to know CCH Confidential Information as necessary to perform Vendor’s obligations or exercise Vendor’s rights under this Services Agreement or as required by Law; and (ii) are bound by confidentiality obligations at least as stringent as those in this Services Agreement. In no event may Vendor or any of Vendor’s employees or Vendor’s subcontractors, agents and other representatives use or disclose for purposes not described in this Agreement or for any non CCH business, or personal gain, or make other improper use or disclosure of CCH Confidential Information.

Additional Confidentiality Obligations Applicable to Vendor. Notwithstanding the CCH Confidential Information use and disclosure permissions granted to Vendor by Section 4.2(b), Vendor may not compile or distribute statistical analyses or reports or engage in data aggregation or data de-identification utilizing data derived from CCH Confidential Information or other information or data obtained from CCH without CCH’s specific prior written consent. Vendor will furnish a copy of any such statistical analyses or reports or aggregated or de-identified data, for which CCH provides written consent, to CCH without charge to CCH.

CCH Confidentiality Obligations (CCH GC-31).

Protection of Vendor Confidential Information. CCH will protect the confidentiality of Vendor Confidential Information in accordance with applicable laws, rules, and regulations, with no less than reasonable care and in at least the same manner and to the same extent as CCH protects its own Confidential Information.

Restriction on Use and Disclosure of Vendor Confidential Information. CCH may not use or disclose any Vendor Confidential Information without Vendor’s specific prior written consent, except as necessary to perform CCH’s obligations or exercise CCH’s rights under this Services Agreement or as required by Law. CCH may permit use of Vendor Confidential Information only by CCH’s employees and agents, and disclose Vendor’s Confidential Information only to CCH’s subcontractors, agents and other representatives, that: (i) need to know Vendor Confidential Information as necessary to perform CCH’s obligations or exercise CCH’s rights under this Services Agreement or as required by Law; and (ii) are bound by confidentiality obligations at least as stringent as those in this Services Agreement.

Public Meeting and Public Document Disclosure. Vendor acknowledges and agrees that the County of Cook as a public body (including its operating unit, CCH), may discuss information regarding this Services Agreement in public meetings and disclose such information in public documents.

(a) Freedom of Information Act Compliance. Vendor acknowledges and agrees that Institution, as part of a public body is required to by law to comply with the Illinois Freedom of Information Act (“FOIA”) (5 ILCS 140/1 et seq.). Vendor must designate, in writing to CCH, any information Vendor deems Vendor Confidential Information and asserts to be exempt from disclosure under § 7(1) (i.e. 5 ILCS 140/7(1)(b)), § 7(1)(g) (5 ILCS 140/7(1)(g)) or other applicable FOIA exemption. If any Vendor Confidential Information that Vendor has asserted is exempt from disclosure is subject to FOIA request, CCH will respond to the FOIA request with the Vendor-asserted FOIA exemption and withhold disclosure of the Vendor Confidential Information. CCH will notify Vendor of the FOIA request and may require Vendor to submit further written justification of the Vendor-asserted FOIA exemption. Failure of Vendor to designate as exempt from disclosure under an applicable FOIA exemption shall not be conclusive that the information is not confidential and exempt from disclosure under FOIA. However, if Vendor has not asserted exemption from disclosure for any Vendor Confidential Information subject to FOIA request, CCH may determine whether CCH will or will not withhold the Vendor Confidential Information in response to the FOIA request. CCH will use best efforts to notify Vendor of the FOIA request and give Vendor 3 Business Days from the notice date to assert an applicable FOIA exemption from disclosure. Additionally, CCH will not oppose any action of Vendor to obtain a declaratory judgment, protective order or other appropriate remedy in response to a FOIA request of Vendor Confidential Information. To the extent CCH is assessed attorneys’ fees or court costs as a result of assisting Vendor in asserting a FOIA exemption from disclosure of certain Vendor Confidential Information, Vendor will indemnify and hold harmless CCH from and against such expenses.

Compelled Confidential Information Disclosure. It shall not be deemed a breach of this Services Agreement if a Party honors a properly executed criminal or civil subpoena from a court with jurisdiction over the parties and/or subject matters of the Agreement, for Vendor Confidential Information. If a receiving Party is required by subpoena or other legal process to disclose the disclosing Party’s Confidential Information, the receiving Party will, prior to disclosure, promptly notify the disclosing Party so that the disclosing Party may object to the subpoena or other legal process or obtain a protective order or other appropriate remedy. In the event the disclosing Party’s objection or effort to obtain a protective order or other appropriate remedy fails, the receiving Party will furnish only that portion of the disclosing Party’s Confidential Information that the receiving Party is legally compelled to furnish.

Confidential Information Return or Destruction. Upon expiration or termination of this Services Agreement and at any other time upon the disclosing Party’s request, the receiving Party will promptly return to the disclosing Party or destroy documents and materials, and all copies thereof, constituting or containing any of the disclosing Party’s Confidential Information, and certify in writing to the disclosing Party that the disclosing Party’s Confidential Information has been returned or destroyed. Vendor may retain one copy of its work papers for archival purposes, notwithstanding that the work papers may contain CCH Confidential Information; provided Vendor will protect the CCH Confidential Information within those work papers in accordance with this ARTICLE 4 for as long as Vendor retains those work papers containing CCH Confidential Information.

PROPRIETARY RIGHTS

Vendor Intellectual Property. In the course of performing under this Services Agreement, Vendor may incorporate products, software, services or solutions that Vendor owns or has properly licensed from third-party manufacturers or suppliers (collectively, “Vendor IP”) prior to Vendor’s incorporation into and furnishing of them as part of Services or Deliverables. Vendor will not incorporate any Vendor IP into any Service or Deliverable, unless Vendor has disclosed Vendor’s intention to do so in the applicable Statements of Work. As between CCH and Vendor, Vendor IP is Vendor’s property. Vendor shall indemnify and warrant that such Vendor IP is free from any claims of infringement as set forth below in Section 5.2 Patents, Copyrights and Licenses to Vendor IP (CCH GC-17).

Vendor Grant of License Rights and Authorizations to CCH for Services. With respect to Vendor IP that is necessary or appropriate for CCH’s use, operation, modification, enhancement or maintenance of Services, Vendor grants to CCH a worldwide, non-exclusive, non‑transferable, paid-up and royalty-free license (or sublicense as applicable to any Vendor IP that is a Vendor-licensed product, software, service or solution from a third-party manufacturer or supplier) and right, for as long as Vendor furnishes the Services, including during any wind-down of the Services, to: (i) use the Vendor IP and its documentation in connection with the Services (including the use, operation, modification, enhancement and maintenance of the Services) for CCH’s internal business purposes; and (ii) enable CCH to authorize its employees, agents and other representatives to do the same with respect to Vendor IP furnished to CCH as part of the Services. All Vendor IP that Vendor furnishes to CCH as part of the Services will, to the extent applicable, be the latest commercially-available release and version as of the Effective Date.

Vendor Grant of License Rights and Authorizations to CCH for Deliverables. With respect to Vendor IP that is necessary or appropriate for CCH’s use, operation, modification, enhancement or maintenance of a Deliverable, Vendor grants to CCH a worldwide, non-exclusive, non‑transferable, paid-up and royalty-free license (or sublicense as applicable to any Vendor IP that is a Vendor-licensed product, software, service or solution from a third-party manufacturer or supplier) and right, for as long as CCH seeks to use the Deliverable during and after the Term, to: (i) use the Vendor IP and its documentation in connection with the Deliverable (including the use, operation, modification, enhancement and maintenance of the Deliverable) for CCH’s internal business purposes; and (ii) enable CCH to authorize its employees, agents and other representatives to do the same with respect to Vendor IP furnished to CCH as part of the Deliverable. All Vendor IP that Vendor furnishes to CCH as part of the Deliverable will, to the extent applicable, be the latest commercially-available release and version as of the Effective Date.

Vendor-Licensed Third-Party Product, Software, Service or Solution. To the extent any Vendor IP that Vendor furnishes to CCH in connection with Services or Deliverables is licensed from a third-party manufacturer or supplier pursuant to a separate license agreement, Vendor will notify CCH of the existence of and provide a copy of each such separate license agreement, in writing or electronically, to the CCH Procurement Office no later than Vendor’s furnishing of the Services or Deliverables incorporating the Vendor IP to which such separate license agreement applies. Notwithstanding the terms of any license agreement issued by a third‑party manufacturer or supplier, Vendor will ensure that, as between Vendor and CCH: (i) all Vendor IP licensed from a third-party manufacturer or supplier that Vendor furnishes to CCH as part of the Services or Deliverables are warranted in accordance with the provisions of ARTICLE 7; and (ii) CCH obtains a worldwide, non-exclusive, non-transferable, paid-up, and royalty-free license and right to use the Vendor IP licensed from a third-party manufacturer or supplier that Vendor furnishes to CCH as part of the Services or Deliverables consistent with the requirements of Section 5.2(a) or 5.2(b) as applicable.

CCH Access to Third-Party Licenses. Vendor will furnish the CCH Procurement Office with all licenses, license rights, and authorizations required for CCH to utilize any Vendor IP licensed from a third-party manufacturer or supplier, including firmware or middleware, that Vendor furnishes to CCH as part of Services or Deliverables. Such licenses, license rights and authorizations must be clearly marked with a reference to the number that CCH assigns to this Services Agreement. Such licenses, licensed rights and authorizations must satisfy the requirements of Section 5.2(a) or 5.2(b) as applicable and not limit the number of Persons who may utilize the Vendor IP licensed from a third-party manufacturer or supplier that Vendor furnishes to CCH as part of Services or Deliverables.

Vendor’s IP Indemnity. Consistent with Section 8.4, Vendor will indemnify, defend and hold harmless, at its own expense (including reasonable attorneys', accountants' and consultants' fees), CCH and its commissioners, directors, officers, employees, agents, and other representatives with respect to any suit or proceeding brought against CCH based upon a claim that the ownership or use of Vendor IP or any part thereof, which Vendor furnished to CCH as part of, or utilized in furnishing, Services or Deliverables, constitutes infringement of any patent, copyright, license or any other property right. In the event that CCH’s use of any Vendor IP or any portion or component thereof is enjoined, Vendor will, with all reasonable speed and due diligence as determined by CCH, provide to or secure for CCH, at Vendor's election and at no additional cost to CCH, one of the following: (i) the right to continue use of the Vendor IP or any portion or component thereof; (ii) an equivalent product, software, service or solution meeting the specifications of this Services Agreement and the applicable Statements of Work; or (iii) modification of the Vendor IP or any portion or component thereof so that it becomes non‑infringing while performing in a substantially similar manner to the original Vendor IP furnished by Vendor to CCH as part of the Services or Deliverables and meeting the specifications of this Services Agreement and the applicable Statements of Work. Notwithstanding anything contained herein to the contrary, the indemnity provided by this Section 8.5 will not extend to the extent: (i) the Losses are caused by the negligence, willful misconduct or breach of this Services Agreement by CCH; (ii) the Vendor Service or Vendor IP has been modified other than by Vendor; (iii) the use of the Vendor Service or Vendor IP is inconsistent with its documentation or intended use; or (iv) the Vendor Service or Vendor IP is used in combination with any other product or service not provided by Vendor under this Service Agreement.

Joint Ownership of Joint IP and CCH Ownership of Work Product (CCH GC-17).

Work Product Defined. “Work Product” means those Deliverables, whether computer programs (as source code, object code or any other form), dashboards, designs, specifications, inventions, discoveries, improvements, techniques, compilations, drawings, maps, manuals, protocols, plans, processes, analyses, and other creations, documentation or materials (and all intermediate and partial versions thereof), whether patented or patentable, subject to copyright or otherwise protectable by Law, that Vendor or any Vendor employee, agent or subcontractor creates, develops, invents or conceives for or on behalf of CCH in connection with Vendor’s performance or fulfillment of its obligations and responsibilities under this Services Agreement; provided Work Product does not include the following:

· [Vendor may insert those Vendor IP items that may not be “Work Product”] In the event that the Parties cannot agree whether a specific item is a Deliverable that is or is not Work Product, the Parties will comply with the terms of the Dispute Resolution process in Section 12.3.

Joint Ownership of Joint IP. Any Work Product, which is customized to CCH or created in collaboration with CCH, will belong to and be the property of both Parties (collectively, “Joint IP”). Each Party will have the right to use such Joint IP during and after the Term of this Services Agreement; provided Vendor’s use of any Joint IP does not use, rely on, or disclose CCH Confidential Information or Protected Health Information, and CCH’s use of Joint IP does not use or disclose Vendor Confidential Information.

CCH Ownership of Work Product. Except as specified in Section 5.3(b) for Joint IP or in Section 5.1 for Vendor IP specifically so designated in a Statement of Work, Vendor assigns to CCH, and CCH will retain, all right, title and interest in and to all Work Product, including all United States and foreign patents, copyrights, trade secrets, trademarks, and any other intellectual property or proprietary rights pertaining to Work Product.