HomeMy WebLinkAbout2016-112 PURCHASE AGREEMENT
BETWEEN Kannact, Inc., carrying on business at 2211 N.W. Professional Drive
Suite 100, Corvallis, Oregon — 97330 (Hereinafter referred to as the "Supplier")
AND Indian River County Board of County Commissioners, a political subdivision of
the State of Florida carrying on business at 1800 27th Street, Vero Beach, FL 32960
(Hereinafter referred to as the "Customer")
In consideration of the mutual covenants contained in this Agreement, the
parties agree as follows:
1. Background
a. The Supplier is a technology company engaged in the business of
creating and selling various medical solutions including software
products and services as set forth in Appendix A (the "Supplier's
Solutions") in the United;States of America and wishes to sell the
Supplier's Solution to the Customer.
b. During the Term of the Purchase Agreement, the Customer is
responsible for meeting the plan detailed in the Purchase
Agreement and for payment to the Supplier for Supplier's
Solution.
2. Obligations and Rights of the Supplier
a. The Supplier will do the following, all at its expense:
I. Provide explanatory material to the Customer relating to the Supplier's
Solutions in a format acceptable to the Customer, as may be revised from
time to time; and
II. Provide training on the Supplier's products, goals, standards, or any other
issues relevant to carrying out the use of the Supplier's Solutions, to the
Customer.
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b. The Supplier is responsible for providing some or all of the
Supplier's Solution, defined in Appendix A, only to the
Customer's diabetic members (i.e. covered employees and/or
dependents who have a valid prescription for diabetic
supplies) who have voluntarily and successfully registered
with Supplier.
c. The Supplier is not responsible for providing the Supplier's
Solution to those who have not successfully registered with the
Supplier, regardless of whether the Supplier solicits or does not
solicit them to register.
d. The Supplier's Solution described in Appendix A is neither
intended for nor replaces a physician or other care providers
service and/or medical advice. Additionally, it is not intended to
address serious, urgent or emergency conditions.
s. Obligations and Rights of the Customer
a. The Customer shall apply reasonable efforts to:
L Achieve 'Plan' goals agreed upon by the Customer with the
Supplier as provided in Appendix B (Plan); and
ii. The Customer is solely responsible and accountable to
manage the transition of patients under its program from
its current vendors to the Supplier
b. The Customer shall make the Supplier the only supplier of diabetic
supplies (except for continuous glucose monitoring supplies) that
are fully paid for by the Customer on behalf of its members.
Members who choose to pay a copay for supplies on their own
may choose to continue to retain their current suppliers and/or
opt out of the Supplier's program.
c. Customer shall engage in periodic reviews, and course-correction
meetings to achieve Plan goals as outlined in Appendix B. The Plan
goals shall be mutually agreed upon between the parties within
thirty days of executing this Purchase Agreement.
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d. Supplier estimates the delivered value of a glucometer at $80.00 per unit.
Customer shall compensate Supplier for glucometers that are inactive or
retained and not returned to Supplier by members who are no longer eligible for
receiving the services of the Supplier's diabetes program. Supplier shall report
the number of ineligible and inactive members to the Customer on a quarterly
basis (and identify their names, if requested, in accordance with HIPAA).
If the member has used the glucometer for more than 12 months, no charges
will occur. However, a one-time (i.e. life time) charge of $40.00 will be levied
only if the member utilizes the glucometer for less than a twelve-month period
either due to inactivity or ineligibility. Charges for lost glucometers requiring
replacements are covered in Appendix C.
4. Amounts Payable to the Supplier
a. To reimburse the Supplier for its products and services, the
Customer will follow the prices and amounts detailed in Appendix
C and pay K-Remedy (a wholly owned subsidiary of Supplier) for the
services provided. K-Remedy is a national mail order diabetic
supplies company, with the National Provider Identifier (NPI) #:
1922406388 and the National Council for Prescription Drug
Programs (NCPDP) #: 3845421.
b. The Supplier shall use the payment process as outlined in
Appendix C (Rates, Claims & Payment Process for Direct
Payment by Customer to Supplier).
s. Survival
The covenants, undertakings, and agreements contained in the
Confidentiality/Nondisclosure section of this Purchase
Agreement shall survive the termination of this Purchase
Agreement.
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6. Confidentiality/Nondisclosure
a. Unless as required by law, all information disclosed by either
party to the other party pursuant to this Purchase Agreement,
other than such information as 1) may be generally available to
the public or the industry; 2) was already known by the other
party: 3) independently developed: or 4) will be disclosed to the
receiving party in confidence solely for the receiving party's use
in the conduct of business under this Purchase Agreement, the
receiving party agrees to keep such information ("Information")
secret and confidential, and not to disclose it to any other
person or use it during the term of this Purchase Agreement,
and for two (2) years after its termination, except in carrying out
its obligations hereunder, by order of a court or regulatory body.
b. Unless required by law, the receiving party shall not disclose
information to any third party without the prior written approval
of the disclosing party, except that Supplier, as the receiving
party, may disclose information to its consultants, advisers,
subsidiaries, and subcontractors. The receiving party shall
maintain the Information with at least the same degree of care
that the receiving party uses to protect its similar categories of
confidential and proprietary information, but no less than a
reasonable degree of care under the circumstances. Except as
required by law the receiving party shall not make any copies of
Information except as necessary to perform its duties hereunder.
Each party shall be responsible for any breach of this Purchase
Agreement by such party, its employees or permitted agents.
c. The parties hereby acknowledge and agree that in the event of a
breach of its obligations of confidentiality, the disclosing party's
remedies at law may be inadequate and the disclosing party, in
addition to such other rights and remedies available to it, will be
entitled to injunctive relief.
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7. Restricted Conduct
Violation of HIPAA Regulations: The Supplier shall not pursue any
course of action in selling, consulting, or pursuing any other
business activities that would violate patient privacy laws and
specifically current HIPAA regulations.
s. Representations and Warranties
a. The Customer hereby represents and warrants to the Supplier as follows:
i. The Customer has all of the requisite corporate power and
authority to enter into this Purchase Agreement and to carry
out and perform its obligations under the terms of this
Purchase Agreement.
ii. The execution, delivery, and performance of and compliance
with this P u r c h a s e Agreement does not and will not
conflict with, or constitute a default under any contract,
agreement, instrument, order, statute, laws, rule, or
regulation applicable to the Customer.
b. The Supplier hereby represents and warrants to the Customer as follows:
i. The Supplier is a duly organized corporation, validly
existing and in good standing under the laws of the State
of Oregon.
ii. The Supplier has all of the requisite corporate power and
authority to enter into this Purchase Agreement and to
carry out and perform its obligations under the terms of
this Purchase Agreement.
iii. The execution, delivery, and performance of and
compliance with this Purchase Agreement does not, and
will not conflict with or constitute a default under any
contract, agreement, instrument, order, statute, laws,
rule, or regulation applicable to the Supplier.
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9. Waiver, Modification, Cancellation
Any waiver, alteration, or modification of any of the provisions of
this Purchase Agreement, or its cancellation or replacement shall
not be valid unless made in writing and signed by both Parties.
io. Entire Agreement
This Purchase Agreement contains the entire understanding
between the Parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, inducement,
or conditions, express or implied, oral or written, except as herein
contained. The express terms hereof, control and supersede any
course of performance and/or usage of the trade inconsistent with
any of the terms hereof.
11. Non-Waiver
No delay or failure by the Supplier or the Customer, as the case may be, in
exercising any right under this Purchase Agreement, and no partial or single
exercise of that right shall constitute a waiver of that or any other right.
12. Mediation
The Parties to this Purchase Agreement shall use their best efforts to resolve
promptly any dispute, controversy, or claim existing out of or relating to this
Purchase Agreement promptly by meeting and negotiating in good faith with
one another. All disputes which cannot be resolved through good faith
negotiations, and which are raised in writing to the other within one (1) year of
the date such claim is discovered shall first be submitted to mediation, and if not
successfully mediated shall be cured in courts per the terms of this Purchase
Agreement.
13. Notice
Any notice to be delivered to either of the parties by the other, shall be in writing,
and given by registered mail or in person, addressed as follows:
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To the Supplier:
Kannact Inc.
2211 N.W. Professional Drive
Suite 100
Corvallis
Oregon — 97330
To the Customer:
Indian River County Board of County Commissioners
Human Resources Department
1800 27th Street
Vero Beach, FL 32960
And shall be deemed to have been received by the addressee on the 4th day
following the date of posting, in the case of registered mail, and upon receipt in
the case of personal delivery. The Parties may, by notice in writing, vary the
address for delivery of notices pursuant to this Purchase Agreement.
14. Effective Date and Term
This Purchase Agreement shall become effective on October 1, 2016
(Effective Date) and shall stay effective through September 30, 2019 (Term) and
shall automatically renew on an annual basis unless proper notice is given as
outlined in the Termination section of this Purchase Agreement.
is. Termination
Neither party may avoid performance of its duties to the other unless the other
party materially breaches the Purchase Agreement. Nevertheless, both parties
have the right to terminate for convenience with the terminating party providing
90 days' notice to the other party and must fulfill the obligations of the Purchase
Agreement up to and including the day of notified and intended termination.
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16. Governing laws
This Purchase Agreement shall be governed by the laws of the State of Florida.
Venue for any disputes shall be settled in Indian River County or if in federal court,
the Southern District of Florida.
Agreed to by Indian River County, a political subdivision of the State of Florida
Date: August 16, 2016
Print Name: Bob Solari Title: Chairman
..............
M/`' ATTEST:
••�oJ��• •��'/F Jeffrey R. Smith, Clerk of Court and
• �] '�'s Comptroller
Agreed to by Kannact Inc. f {,(1J
:
-Bj: C'14�
t�yo/ � •;OQ:
De uty Clerk
/SER COI1Nr:•••.
Signature: Date: S Wl
Print Name: Krishna Ra Title: C.E.O.
AND LEGALL SUFFICIENCY
BY
L EINGOLD
OUNTY ATTORNEY
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Appendix A
Suppliers Solutions
Upon signup, the following will be made available as part of the Supplier's Solution:
First shipping package will contain:
1. A Glucometer
2. A Lancing pen
3. Control solution (one quarter's supply)
4. Glucose test strips (one quarter's supply)
s. Lancets (one quarter's supply)
Recurring quarterly supplies will contain:
1. Quarterly replenishment of one or a combination of the following (depending on
the prescription refill instructions and quantity on hand with the member):
1. Diabetes strips
II. Lancets
III. Control Solution
The following are made available to a member as long as the member is deemed
eligible, by the Customer, for the Supplier's Solution:
1. Data Plan for Mobile-enabled Glucometer valid
2. All packaging and shipping to the patient's home associated with the above
shippable items
3. Instructions to login and access the use of the Kannact, Inc. diabetes platform
4. Option and access to the use of the Kannact Health coaching services
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Appendix B
Plan
1. The Customer shall provide or direct the Customer's medical claims
coordinator to provide Supplier, as allowed by law, relevant patient health
information (PHI) for all the diabetic patients, including but not limited to
the last two years' historical claims data, within thirty business days of the
Effective Date. The Customer must authorize the Supplier (within 60 days of
executing this agreement) to contact the person responsible in the medical
claims coordinator's organization to provide Supplier with the PHI. Customer
will provide the contact details.
2. The Customer shall conduct periodic reviews with the Supplier to track
enrollment as planned and course correct to accomplish and/or change the Plan.
All changes made to the Plan shall be mutually agreed upon by the parties and
documented in writing.
3. The Supplier recognizes that it is ultimately the member's choice to enroll in the
Supplier's program, nevertheless both the Customer and Supplier are expected
to apply good faith effort to attain the above stated goals by championing and
promoting the program to the diabetic members.
4. Customer and Supplier will kick-off the program via an in person meeting. The
starting goal is to target the out-reach efforts to all of the diabetic members into
the Supplier's program. The parties will review and course correct plan
performance on a quarterly basis via a telephone or video conference call. The
review will at a minimum include analysis of current to targeted performance of
the following:
a. Out-reach efforts
b. Enrollment rate
C. Issues with slow or accelerated performance of the above
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Appendix C
Rates, Claims & Payment Process for Direct Payment by Customer to Supplier
Rates
1 . There will be no minimum order quantities for supplies.
2. K-Remedy on behalf of the Supplier will ship items to all diabetic members as
identified by Customer and who have registered on the Supplier's program.
3. Prices for supplies shipped are as follows: $58.00 per box of 50 strips and lancets.
All other supplies (including glucometer) and services are included (with the 3-
year Purchase Agreement). It is noted that there will be no price escalations to
the quoted price until October 2018. Supplier shall notify Customer at least 120-
days prior to any pricing changes.
4. In case of replacements occurring due to the covered member loosing a supply,
replacements will be charged at the following rates and includes shipping fee to
the members shipping address as follows:
a. Glucometer - $80.00/unit
b. Strips - $ 50.00 per box of 50
c. Lancets - $ 8.00 per box of 50
d. Lancing pen - $ 10 per pen
e. Control solution - $ 10 per bottle
5. Customer's explicit written authorization is required if lost replacement requests
exceed 10% of the regular shipments.
Monthly Invoice & Reimbursements
A. A monthly invoice will be raised for the preceding month that meet the following
requirements:
1 . All shipments are associated with a valid prescription. Shipments will never
exceed what is allowed in the prescription except that strips and lancets will
be rounded off in increments of 50 (i.e. for example if a 90-day prescription
warrants only 190 strips, the Customer will be charged for 4 boxes of strips).
2. The rates charged follow the rates agreed in this Purchase Agreement.
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3. Invoice is based on the total number of shipments. Each and every shipment
is estimated at $208.80 assuming an average consumption rate of 2 strips per
day per member for a supply duration of 90 days (i.e. $58 per box of 50 strips
x 4 boxes = $232/90 days). This will include the one-time glucometer and
lancing device and the refillable supplies i.e. diabetic strips, lancets and
control solution.
4. The invoice will be provided with a monthly report indicating the members'
identification, total number of members and the total price of shipments
claimed for the month. For example, if shipments were made to 10 members
in the preceding month, the Invoice will be raised for $2320.00 for the current
month
5. Although strip consumption is automatically monitored, refills are not made
without verbal or written confirmation from the member to refill.
B. Customer shall reimburse Supplier per the Florida Local Government Prompt
Payment Act.
Quarterly Adjustments
Adjustments to the payments for (monthly invoices) will be made every quarter to
reconcile payments against the actual items billed based on the following:
1. An invoice for quarterly adjustments will be submitted along with the monthly
invoice for a new quarter.
2. The quarterly invoice will (a) show the actual shipments and (b) estimate the
difference between the value of each actual shipment and what was billed earlier
for the same shipment in the previous monthly invoices. For instance, if the actual
shipment for 10 (ten) members was 18 boxes, per their prescription rate, as follows:
a. 4 members were shipped 6 boxes each (i.e. 4 x 6 x $58)
b. 2 members were shipped 5 boxes each (i.e. 2 x 5 x $58)
c. 3 members were shipped 4 boxes each (i.e. 3 x 4 x $58)
d. 1 member was shipped 3 boxes each (i.e. 1 x 3 x $58)
The total value of the shipment was $2842.00 while the monthly invoice for the ten
members would have been only $2320.00 because it is estimated on a uniform
consumption rate for all members. The difference owed to the Supplier at the end
of the quarter as a result of the quarterly adjustment would be $522.00. Similarly, if
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for any reason the actual shipments were less than that billed in the monthly invoice,
the Supplier is obligated to make adjustments to the subsequent monthly invoice to
adjust for the deficit.
3. Similarly, if there are shipments for lost replacement requests, returns due to
defective supplies, etc., these will be reconciled in the quarterly invoice for
adjustments per the terms noted in this Purchase Agreement.
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