Common use of Services, Systems, Data, Payment Clause in Contracts

Services, Systems, Data, Payment. (a) CHSPSC shall provide, and Customer shall purchase from CHSPSC, the Services and/or licenses to the Software described in the Schedules hereto, upon the terms and subject to the conditions of this Agreement, for the benefit of Customer and the Facilities, Contract Entities and Affiliates that Customer may designate from time to time with respect to all or a portion of the Services. CHSPSC shall prepare a statement of work with respect to any new Facilities, Contract Entities or Affiliates proposed by Customer to be added to this Agreement, for review and acceptance by Customer. Upon acceptance by Customer, information regarding the new Facility, Contract Entity or Affiliate will be reflected in the Schedules to this Agreement. The invoices provided hereunder for the Services shall identify the Facilities, Affiliates and Contract Entities and the Monthly Fees for each for the month which is the subject of the invoice. The parties shall promptly work together in good faith to resolve any disagreement regarding which Facilities, Affiliates or Contract Entities are then to receive all or a portion of the Services. (b) Except as otherwise required by HIPAA, the HIPAA Rules, the Business Associate Agreement, other federal incentive programs or the requirements of payers, CHSPSC shall designate certain coding and naming conventions for the form of Customer Data and shall provide to Customer the coding requirements for transmitting Customer Data to the Data Center and the treatment given to different account and processing codes used by CHSPSC. CHSPSC reserves the right to make changes in operating procedures, coding and naming conventions, hardware and network configurations and applications and systems programming. CHSPSC shall provide Customer with notice of such changes as far in advance as possible, but in no event less than thirty (30) days. Customer shall be responsible for, and bear the cost of, (i) coding and transmitting Customer Data to the Data Center, (ii) supervising the conversion of its financial data into a form that can be processed by CHSPSC in accordance with the foregoing, (iii) determining whether it has complied with applicable accounting practices, (iv) determining whether it has complied with applicable state and federal regulations governing financial reporting obligations, (v) verifying the accuracy of Customer Data generated by Customer if, in Customer’s sole discretion, it chooses to perform such verification and (vi) maintaining prudent internal controls of reports and Customer Data. (c) Customer shall pay the Monthly Fees to CHSPSC on behalf of the Facilities, Affiliates and Contract Entities for the Services rendered and licenses granted in accordance with the terms and subject to the conditions contained herein and in the Schedules hereto. CHSPSC grants licenses only related to CHSPSC Software such as CAPS and AUTOCA. The prices set forth on Schedule B are subject to change as set forth in Section 2(i) below. The Monthly Fees set forth in Schedule B and payable pursuant to subsection 2(g) below shall be the only fees and costs payable hereunder other than (i) amounts payable for travel under subsection (e) below, (ii) interface development and deployment, which shall be charged in accordance with Schedule C, (iii) fees agreed upon in separate work orders signed by both Parties and (iv) fees (if any) that become due under Section 3 below. Except as otherwise provided in Section 3(d), all third party costs due hereunder shall be allocated on an equitable basis (i.e., based upon net revenues) among Customer, CHSPSC, all CHS Entities and any other customers of CHSPSC. (d) In the event that Customer makes a written request for the performance of on-site Services by CHSPSC, Customer shall pay the reasonable and customary travel expenses of CHSPSC personnel performing such Services for Customer, in accordance with CHSPSC’s standard business travel policies. (e) Unless otherwise provided herein, payment is due within thirty (30) days of the date of receipt of an invoice except to the extent that such amounts are the subject of a good faith dispute. Without limiting CHSPSC’s rights hereunder, any amounts not paid within thirty (30) days of the due date shall be subject to a late charge equal to the lesser of twelve percent (12%) per annum or the maximum amount allowed by applicable law; provided, however, that no late charge shall apply with respect to amounts reasonably disputed by Customer if written notice of such dispute is given to CHSPSC within fourteen (14) days of receipt of invoice; provided, however, that the interest on any disputed charges that are ultimately resolved against Customer shall accrue from the date payment would have otherwise been due. Disputes under this Section will be resolved pursuant to the procedure set forth in Section 12(f). (f) Customer’s Monthly Fees are indicated in Schedule B and shall be charged with respect to each Facility, Affiliate and Contract Entity then designated by Customer to receive the Services in accordance with the scope of Services then designated by Customer to be received by such entity pursuant to Section 2(a) above. (g) The parties acknowledge that Customer may add or divest Facilities from time to time during the Term of this Agreement. With respect to divested Facilities, CHSPSC shall provide Services as described in Section 12(d). For divested Facilities, Customer’s Monthly Fees shall be reduced beginning on the date of such Facility’s last use of the System hereunder. In the event that, during the Term of this Agreement, Customer acquires from a third party, or constructs, a hospital or health care provider establishment, such an establishment shall become a Facility and shall receive Services hereunder if and to the extent designated pursuant to Section 2(a). Customer shall not be required to add a new hospital or other health care provider establishment to this Agreement. (h) No more than once annually and effective on January 1 during the Term, CHSPSC may increase the monthly labor fees charged pursuant to Schedule B by an amount equal to the percentage increase in the Consumer Price Index for the Calculation Period immediately preceding the January 1 on which such change shall become effective. As used herein, the “Calculation Period” means the twelve month period beginning on July 1 and ending on June 30 of the year preceding the year for which the price increase shall become effective. Notice of any fee increase with respect to a Calculation Period must be received by Customer by September 15 immediately following the Calculation Period so that Customer may advise its Affiliates of the fee increase that will affect their budgets. For example, labor fees may be increased effective January 1, 2017 by an amount equal to the percentage increase in the Consumer Price Index for the Calculation Period beginning on July 1, 2015 and ending on June 30, 2016 if CHSPSC gives written notice of such increase to Customer by September 15, 2016. In addition, CHSPSC may at any time pass through to Customer any fee increases actually charged to CHSPSC for Third-Party Software.