COMPLETED BOARD ORDER"�|E�D�32
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No.: A-11674
Authorize the Purchasing Manager for Natividad Medical
Center NMC) to execute Amendment No. 4 to the Agreement
with First Databank for Pharmacy Software Licensing
Services in an amount not to exceed $47,757 for the period
January 1, 2011 to December 31, 2013
Upon motion of Supervisor Armenta, seconded by Supervisor Potter, and carried by those
members present, the Board hereby:
Authorized the Purchasing Manager for Natividad Medical Center NMC) to execute
Amendment No. 4 to the Agreement with First Databank for Pharmacy Software
Licensing Services in an amount not to exceed $47,757for the period January 1, 2011 to
December 31, 2013.
PASSED AND ADOPTED this 1 lth day of January 2011, by the following vote, to wit:
AYES: Supervisors Armenta, Calcagno, Salinas, Parker, Potter
NOES: None
ABSENT: None
I, Gail T. Borkowski, Clerk of the Board of Supervisors of the County of Monterey, State of California,
hereby certify that the foregoing is a true copy of an original order of said Board of Supervisors duly made
and entered in the minutes thereof of Minute Book 75 for the meeting on January 11, 2011.
Dated: January 18, 2011 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
By L P-~'N-A.
Deputy
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ATTACHMENTS�T��"�|E�F�LICENSE AGREEMENT AMENDMENT
This is the Fourth Amendment to the License Agreement between FIRST DATABANK, INC. FIRST
DATABANK) and Natividad Medical Center LICENSEE) dated January 1, 2005. FIRST DATABANK and
LICENSEE agree to modify specific terms of the Agreement effective January 1, 2011. Except as provided
below, all of the terms and provisions of the Agreement remain in full force and effect.
Section D, LICENSE FEES AND PAYMENT SCHEDULE is amended as follows: The LICENSEE shall
pay to FIRST DATABANK the following Annual License Fees:
01/01/2011 to 01/01/2012 to 01/01/2013 to
12/31/2011 12/31/2012 12/31/2013
Annual License Fee for Use Covers up to 200
as defined in Section C.1: licensed beds $ 11,200 $ 11,650 $ 11,940
01/01/2011 to 01/01/2012 to 01/01/2013 to
12/31/2011 12/31/2012 12/31/2013
Annual Base Fee for Use as defined in Section
C.2: Waived Waived Waived
01/01/2011 to
12/31/2011 01/01/2012 to
12/31/2012 01/01/2013 to
12/31/2013
Annual End User Fees for
Use as defined in Section
C.2*:
PMPs 1 50
$ 67
$ 69
$ 71
PMPs 51- 150 $ 60 $ 62 $ 64
PMPs 151 300 $ 54 $ 55 $ 57
PM Ps 301+ $ 47 $ 48 $ 50
*Annual End User Fees are per PMP per year and cumulative.
01/01/2011 to 01/01/2012 to 01/01/2013 to
12/31/2011 12/31/2012 12/31/2013
Annual License Fee for PATIENT
EDUCATION MODULE, Spanish for Use as
defined in Section C: $ 2,175 $ 2,262 $ 2,320
i) License Fees shall consist of Annual Fees plus End User Fees as specified in Exhibit 1. Annual
Fees for each annual Fee Term are due and payable on each anniversary of the Effective Date.
Fees for each Fee Term will be based on the then current number of total licensed beds as
outlined in the current edition of Billian's HEALTHDATATM' Hospital Blue Book and the total
number of prescribing medical practitioners PMPs) as outlined in Section D.
LICENSEE'S INITIALS
FDB'S INITIAL
320057) V2 DD'14DD4.10
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31,-U012
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ATTACHMENTS�T��"�|E�F�ii) Licensee will remit all payments in full no later than forty-five 45) days of the invoice date.
Failure to pay amounts within sixty 60) days of the invoice date may result in discontinuation of
product delivery and suspension of implementation support and customer service.
iii) STANDARD CUSTOMER SUPPORT SERVICES: Standard customer support services will be
available to Licensee for the term of the License Agreement via First DataBank's customer
support toll-free number 1-800-633-3453) during normal business hours 8:00 A.M. to 8:00 P.M.
EST Monday through Friday), via e-mail at csafirstdatabank.com, or via the Support Link at First
DataBank's website at www.firstdatabank.com.
Section E, ADDITIONAL TERMS AND CONDITIONS is amended by adding the following:
9. This Fourth Amendment, as signed by First DataBank on November 4, 2010, shall not be altered
or amended by Licensee prior to execution.
IN WITNESS HEREOF, the parties hereto have executed this Amendment as of the Effective Date stated
above.
FIRST DATABANK
DATED: /J( f 0 By
500 East 96th Street, Suite 500
Indianapolis, IN 46240-3767
800) 428-4495
317) 571-7200
317) 571-7253 FAX)
LICENSEE
DATED:
NATIVIDAD MEDICAL CENTER
1441 Constitution Boulevard
Salinas, CA 93906
831) 769-8617
By
Vice President, Finance
Title
Signature
Name Print)
CC,
Title
County f Monterey
utlltn ontroller J-~ J~-4
320057) V2 DD 11.04.10
BIB]
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ATTACHMENTS�T��"�|E�F�MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: January 11, 2011 AGENDA NO.: b
SUBJECT: Authorize the Purchasing Manager for Natividad Medical Center
NMC) to execute Amendment #4 to the Agreement with First
Databank for Pharmacy Software Licensing Services in an amount not
to exceed $47,757 for the period January 1, 2011 to December 31,
2013.
DEPARTMENT: Natividad Medical Center
RECOMMENDATION:
It is recommended the Board of Supervisors authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute Amendment #4 to the Agreement with First Databank for
Pharmacy Software Licensing Services in an amount not to exceed $47,757 for the period January 1,
2011 to December 31, 2013.
SUMMARY/DISCUSSION:
First Databank provides NMC with the industry's most comprehensive drug databases. Important
components include the allergy and drug-drug interaction database which is integrated with NMC's
Meditech system and provides up-to-date drug information to NMC pharmacists. All First Databank
databases are supported by a level of clinical and IT expertise that's unmatched in the industry. At
present First Databank databases are the most comprehensive and trusted drug knowledge, including
NDDF Plus, one of the industry's most widely used and highly regarded sources of drug information.
The databases also provide descriptive drug information, unique identifiers and pricing data, NDDF
Plus offers an extensive array of clinical decision-support modules. The monthly updates are crucial
for NMC to provide the safest care to our patients in real time. The vendor will not accept the
standard County insurance and indemnification terms, none the less; NMC considers the contract
essential to the delivery of high quality patient care and recommends approval of the contract despite
the non-standard terms.
OTHER AGENCY INVOLVEMENT:
The Amendment has been reviewed and approved by County Counsel, the Auditor/Controller's
Office and the Natividad Medical Center Board of Trustees.
FINANCING:
The cost for this Amendment is $47,757. $14,550 is included in the NMC Fiscal Year 2010/11
Approved Budget. Remaining monies will be included in the fiscal year budgets covered by this
Amendment. This action will not require any additional General Fund subsidy.
Prepared by:
Nicole Gordon, Pharmacy Director
831-769-8617
November 8, 2010
Harry Weis
Chief Executive Officer
Attachments: Board Order, Amendment #4, 3, 2, 1, and Original Agreement
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31,-U012
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ATTACHMENTS�T��"�|E�F�Before the Board of Supervisors in and for the
County of Monterey, State of California
Authorize the Purchasing Manager for Natividad Medical Center NMC) to execute
Amendment #4 to the Agreement with First Databank for Pharmacy Software Licensing
Services in an amount not to exceed $47,757 for the period January 1, 2011 to December
31, 2013
Upon motion of Supervisor seconded by Supervisor and
carried by those members present, the Board hereby:
Authorized the Purchasing Manager for Natividad Medical Center NMC) to execute Amendment #4
to the Agreement with First Databank for Pharmacy Software Licensing Services in an amount not
to exceed $47,757for the period January 1, 2011 to December 31, 2013.
PASSED AND ADOPTED this 11`h day of January, 2011 by the following vote, to wit:
AYES:
NOES:
ABSENT:
I, Gail T. Borkowski, Clerk of the Board of Supervisors of the County of Monterey, State of California, hereby certify
that the foregoing is a true copy of an original order of said Board of Supervisors duly made and entered in the minutes
thereof of Minute Book_ for the meeting on
Dated: Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
By
Deputy
BIB]
40576-U01
ATTACHMENTS-U02
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ATTACHMENTS�T��"�|E�F�First Databank Worksheet
Year 1
1-1-11 to 12-31-11
Annual License
$11,200.00
Pt Edu Spanish $2,175.00
AOM 30 PMPs $67 each $2,010.00
Year 2
1-1-12 to 12-31-12
$11,650.00
Pt Edu Spanish $2,262.00
AOM 30 PMPs $69 each $2,070.00
Year 3
1-1-13 to 12-31-13
$11,940.00
Pt Edu Spanish $2,320.00
AOM 30 PMP's $71 each $2,130.00
Grand Total $47,757.00
BIB]
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ATTACHMENTS�T��"�|E�F�Fl RST0.ATABANK
First DataBank, Inc. 500 East 96th Street, Suite 500 Customer Support: Billing Inquiries:
A subsidiary of The Hearst Corporation Indianapolis, IN 46240 800-633-3453 800-428-4495
October 28, 2010
Sid Cato
Management Analyst, Contracts
Natividad Medical Center
1441 Constitution Blvd
Salinas, CA 93906
Re: Renewal of License Agreement for Account 320057
Dear Mr. Cato:
Our License Agreement to provide drug database service will soon be entering the next three-year term
of our Agreement. This letter will serve as notification of your fee structure for the three-year fee term
stated below.
Pharmacy Dispensing 1/1/11-12/31/11 1/1/12-12/31/12 1/1/13-12/31/13
Annual License Fee up to 200 beds) $11,200 $11,650 $11,940
PATIENT EDUCATION, Spanish $ 2,175 $ 2,262 $2,320
Ambulatory Order Managment
Annual Base Fee Waived Waived Waived
Annual End User Fees
Prescribing Medical Practitioners 1- 50 $67 per PMP $69 per PMP $71 per PMP
Prescribing Medical Practitioners 51-150 $60 per PMP $62 per PMP $64 per PMP
Prescribing Medical Practitioners 151-300 $54 per PMP $55 per PMP $57 per PMP
Prescribing Medical Practitioners 301+ $47 per PMP $48 per PMP $50 per PMP
Pursuant to this contract Natividad Medical Center is responsible for all shipping, media, and sale tax fees
arising out of this Agreement.
Per the License Agreement between First DataBank and Natividad Medical Center, you must provide
First DataBank written notice of your intent to renew this contract by December 1, 2010. If Natividad
Medical Center fails to provide written notice of its intent to renew; delivery and use of the Licensed
Products will be discontinued as of December 31, 2010.
If you have questions, I can be reached via email at debbie dixon(a-)firstdatabank.com or by phone at
317-571-7241. Thank you for choosing First DataBank as your source of integrated drug database
products. We appreciate your business.
Sincerely,
Debra J. Dixon
Contract Administrator
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ATTACHMENTS�T��"�|E�F�BOARD REPORT AUTHORIZATION ROUTING FORM
Agenda Date` April 6,2010 Yes
Contact Person Sid Cato/Carol Jordan Sut~e.:.
ptgne 4223 91 V
De artment NMC tri es" 1
Subject It is recommended the Board of Supervisors authorize the Purchasing Manager for
Natividad Medical Center NMC) to execute Amendment #3 to the Agreement with First
Databank for Pharmacy Software Licensing Services in an amount not to exceed $50,000
for the period January 1, 2010 to December 31, 2010.
X 4/5'ns Vote Required: Required to transfer appropriations from contingencies; cancel reserves;
increase estimated revenues/appropriations; adopt interim urgency) ordinances; and for other
matters seek direction from County Counsel).
X Contract: CAO-Risk Management has reviewed and signed the contract.
X Contract: County. Counsel has reviewed and signed the contract.
X Contract: Auditor-Controller has reviewed and signed the contract.
X Budget Amendment: The item includes a budg et amendment.
y ic v'?. 4 3
1 v r y V
r.~ 3 1 C F
r.T r Y S f
Dept. Finance Manager Yes
County Counsel Yes
10
CAO Human Resources
Information Technology
Contracts/Purchasing Officer
CAO Budget Analyst Y s tt n~ 4-11,1 rVr" t r
t':~ tf 3,.R f'
C~
P9, t
i
t Au
x zs
loukf,;
fan
E
a
zPurdain~ Officer
Contracts over $1Q01< &
Contracts under $1 00k with changes
X
X
Budget adjustments X
Personnel actions X X
Grant applications X
N- olr-stand-ard-computes oj-ects-
Planning/land use non-budget issues) X
Ordinances X
Resolutions declaring emergencies X
All other reports X
Questions:
Contact Clerk of the Board 755-5066 or consult the Board Report Guidelines Revised 12/15/2008
BIB]
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ATTACHMENTS-U02
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FO96183-U03
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NATIVIDAD-U07
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12/30/2010-U011
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DATABANK-U012
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LICENSING-U012
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THE-U012
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JANUARY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2013.-U012
ATTACHMENTS�T��"�|E�F�MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: April 6, 2010
AGENDA NO.:
SUBJECT: Authorize the Purchasing Manager for Natividad Medical Center
NMC) to execute Amendment #3 to the Agreement with First
Databank for Pharmacy Software Licensing Services in an amount not
to exceed $50,000 for the period January 1, 2010 to December 31,
2010.
DEPARTMENT: Natividad Medical Center
RECOMMENDATION:
It is recommended the Board of Supervisors authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute Amendment #3 to the Agreement with First Databank for
Pharmacy Software Licensing Services in an amount not to exceed $50,000 for the period January 1,
2010 to December 31, 2010.
SUMMARYIDISCUSSION:
First Databank provides NMC with the industry's most comprehensive drug databases. Important
components include the allergy and drug-drug interaction database which is integrated with NMC's
Meditech system and provides up-to-date drug information to NMC pharmacists. All First DataBank
databases are supported by a level of clinical and IT expertise that's unmatched in the industry. At
present First Databank databases are the most comprehensive and trusted drug knowledge, including
NDDF Plus, one of the industry's most widely used and highly regarded sources of drug information.
The databases also provide descriptive drug information, unique identifiers and pricing data, NDDF
Plus offers an extensive array of clinical decision-support modules. The monthly updates are crucial
for NMC to provide the safest care to our patients in real time. The start date of this contract reflects
continued provision of services under a prior contract during ongoing contract negotiations. The
vendor will not accept the standard County insurance and indemnification terms, none the less;
NMC considers the contract essential to the delivery of high quality patient care and recommends
approval of the contract despite the non-standard terms.
OTHER AGENCY INVOLVEMENT:
The Amendment has been reviewed and approved by County Counsel, the Auditor/Controller's
Office and the Natividad Medical Center Board of Trustees.
FINANCING:
The cost for this Amendment is $50,000 and is included in the NMC Fiscal Year 2009-10 Approved
Budget. This action will not require any additional General Fund subsidy.
Prepared by:
Sid Cato, Management Analyst/Contracts Harry Weis
March 8, 2009 Chief Executive Officer
Attachments: Board Order, Amendment #3 & 2
Original Agreement
BIB]
40576-U01
ATTACHMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO97017-U03
MG97055-U03
AS97081-U03
AS97082-U03
AI97758-U03
DO98150-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
1/31/2011-U04
BORENM-U04
15938-U05
3-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
AGREEMENT-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
12/30/2010-U011
FIRST-U012
DATABANK-U012
PHARMACY-U012
SOFTWARE-U012
LICENSING-U012
SERVICES-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$47,757-U012
THE-U012
PERIOD-U012
JANUARY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2013.-U012
ATTACHMENTS�T��"�|E�F �21
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No: A 11674
Authorize the Purchasing Manager for Natividad Medical Center to
execute Amendment No. 3 to the Agreement with First Databank for
Pharmacy Software Licensing Services in an amount not to exceed
$50,000 for the period January 1, 2010 to December 31, 2010.
Upon motion of Supervisor Potter, seconded by Supervisor Parker, and carried by those
members present, the Board hereby:
Authorized the Purchasing Manager for Natividad Medical Center to execute Amendment No. 3
to the Agreement with First Databank for Pharmacy Software Licensing Services in an amount
not to exceed $50,000 for the period January 1, 2010 to December 31, 2010.
PASSED AND ADOPTED this 6th day of April, 2010, by the following vote, to wit:
AYES: Supervisors Armenta, Calcagno, Salinas, Parker, Potter
NOES: None
ABSENT: None
1, Gail T. Borkowski, Clerk of the Board of Supervisors of the County of Monterey, State of California, hereby
certify that the foregoing is a true copy of an original order of said Board of Supervisors duly made and entered in
the minutes thereof of Minute Book 75 for the meeting on April 6, 2010.
Dated: April 6, 2010 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
By Z-,- +- l2- t/'~
Deputy
BIB]
40576-U01
ATTACHMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO97017-U03
MG97055-U03
AS97081-U03
AS97082-U03
AI97758-U03
DO98150-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
1/31/2011-U04
BORENM-U04
15938-U05
3-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
AGREEMENT-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
12/30/2010-U011
FIRST-U012
DATABANK-U012
PHARMACY-U012
SOFTWARE-U012
LICENSING-U012
SERVICES-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$47,757-U012
THE-U012
PERIOD-U012
JANUARY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2013.-U012
ATTACHMENTS�T��"�|E�F
�LICENSE AGREEMENT AMENDMENT
This is the Third Amendment to the License Agreement between FIRST DATABANK, INC. FIRST
DATABANK) and Natividad Medical Center LICENSEE) dated January 1, 2005. FIRST DATABANK and
LICENSEE agree to modify specific terms of the Agreement effective January 1, 2010. Except as provided
below, all of the terms and provisions of the Agreement remain in full force and effect.
Section C, DECLARATION OF USE is amended as follows:
1. Licensee shall use the Licensed Products in a single Meditech inpatient hospital pharmacy
computer system at the site identified in Section A to support and regulate the distribution of
medication to the patient and assist in clinical screening from within the boundaries of a single
hospital institution. The PATIENT EDUCATION MODULE, English and Spanish, may be
accessed by nurses' stations throughout the hospital for reference inquiries in the provision of
patient care.
2. Licensee shall use the Licensed Products in a single Meditech Ambulatory Order Management
AOM) computer system at the site identified in Section A to support computerized prescription
writing in an outpatient setting.
End User Definition Paragraph:
An End User is defined as any prescribing medical practitioner PMP) at the site identified in
Section A using Licensee's Meditech AOM computer system to support computerized prescription
writing in an outpatient setting which includes Emergency Department and Outpatient Surgery.
A count of the total number of prescribing medical practitioners PMPs) who are utilizing the
Meditech AOM computer system is listed on Exhibit 2 End User Survey to this Agreement and
shall be updated annually by Licensee as the basis for fee assessment. End User fees are
cumulative and are assessed by the number of prescribing medical practitioners PMPs) who may
obtain access to Licensee's Meditech AOM computer system.
Authorized use of Licensed Products expressly excludes distribution of data to any third party outside of
Licensee's organization, use in medical practice management systems which support drug dispensing,
a clinical data repository, computerized prescriber order entry, electronic medication administration
record, disease management applications, prescription pricing in a retail setting, claims preparation and
adjudication for the purpose of third party billing, litigation or regulatory investigations or inquiry other
than pursuant to a subpoena or other legal process compelling disclosure), clinical medical records
management systems, supporting internet websites, or any other use not clearly defined above.
Section E, ADDITIONAL TERMS AND CONDITIONS is amended by adding the following:
6. For the purposes of this Agreement, Licensee internally references and defines this License Agreement
as original- greemen No. 1455.
7. First DataBank will continue to grant Licensee the same use rights under the same Terms and
Conditions as stated in the original Agreement with an effective date of January 1, 2005 original
Agreement No. A-11495).
8. The total amount payable by Licensee to First DataBank under Agreement original Agreement No.-
11495) shall not exceed the total sum of $50,000 for the balance of the term ending December 31,
2010.
LICENSEE'S INITIALS
FDB'S INITIALS
320057) V1 DD 0 26.10
BIB]
40576-U01
ATTACHMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO97017-U03
MG97055-U03
AS97081-U03
AS97082-U03
AI97758-U03
DO98150-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
1/31/2011-U04
BORENM-U04
15938-U05
3-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
AGREEMENT-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
12/30/2010-U011
FIRST-U012
DATABANK-U012
PHARMACY-U012
SOFTWARE-U012
LICENSING-U012
SERVICES-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$47,757-U012
THE-U012
PERIOD-U012
JANUARY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2013.-U012
ATTACHMENTS�T��"�|E�F
�IN WITNESS HEREOF, the parties hereto have executed this Amendment as of the Effective Date stated
above.
FIRST DATABANK ii
DATED: By
500 East 96th Street, Suite 500
Indianapolis, IN 46240-3767
800) 428-4495
317) 571-7200
317) 571-7253 FAX)
LICENSEE
DATED:
NATIVIDAD MEDICAL CENTER
1441 Constitution Boulevard
Salinas, CA 93906
831) 769-8617
Name Print)
Vice President, Finance
Title
r/ c~ sir es I c~ 7 c
Name Print)
Title
320057) V1 DD 02.26.10
BIB]
40576-U01
ATTACHMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO97017-U03
MG97055-U03
AS97081-U03
AS97082-U03
AI97758-U03
DO98150-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
1/31/2011-U04
BORENM-U04
15938-U05
3-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
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CENTER-U07
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TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
AGREEMENT-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
12/30/2010-U011
FIRST-U012
DATABANK-U012
PHARMACY-U012
SOFTWARE-U012
LICENSING-U012
SERVICES-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$47,757-U012
THE-U012
PERIOD-U012
JANUARY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2013.-U012
ATTACHMENTS�T��"�|E�F
�LICENSE AGREEMENT AMENDMENT
I
This Is the Second Amendment to the License Agreement between FIRST DATABANK,'�INC. iFIRS7
DATABANK) and Nativldad Medical Center LICENSEE) dated January 1, 2005. FIRST.DATABANi<'and
LICENSEE agree to modify specific terms of the Agreement effective January 1, 2009. l=xcept'as"PtoDitfed
below, all of the terms and provisions of the Agreement remain In full force and effect f
Section S, LICENSED PRODUCTS is amended as follows: PRESCRIBER ORDER ENTRY.MD iL' T"''
POEM) Is added as a Licensed Product, Licensee now licenses the following prod uctsi
DRUG-DISEASE CONTRAINDICATIONS MODULETM
NATIONAL DRUG DATA FILE?M NDDF)
DOSAGE RANGE CHECK MODULET"i
DRUG ALLERGY MODULE'rm.
DRUG-DRUG INTERACTION MODULETM
DRUG-FOOD INTERACTION MODULE1M
INDICATIONS MODULEN
M!N/MAX DOSE MODULESrM
PATIENT EDUCATION MODULETM, English
PRESCRIBER ORDER ENTRY MODULETM POEM)
Premium Module
PATIENT EDUCATION MODULE7m, Spanish
Section C, DECLARATION OF USE Is amended as follows:
1. Licensee shall use the Licensed Products In a single Medlteoh inpatient hospital pharmacy
computer system at the site Identified in Section A support and regulate the distribution. Of
medication to the patient and assist in clinical screening from within be bpundaries�pf a.,:singje,�
hd p(tai"ihs'fitutiofi,'The PATIENT'�i=t7UCATlrj 1`'MODGL'E; thdos"h acid Spanish, may be
accessed by nurses' stations throughout the hospital for reference Inquiries In the provision of
patient care.
2. Licensee shall use the Licensed Products In a single Medltech Ambulatory Order Mahtigenieiit
AOM) computer system at the site Identified In Section A to support computerized r escr�Iptidti`
writing in an outpatient setting.
End User Definition Paragraph:
An End User Is defined as any prescribing medical practitioner PMP) at the site i ientlfled� itt'
Section A using Licensee's Medltech AOM computer system to support computerized pfe$criptlon,
writing In an outpatient setting which includes.Emergency Department and Outpatient Surgi�ry'
A count of the total number of prescribing medical practitioners PMPs) who are utlilzing
Medltech AOM computer system is listed on Exhibit 2 End User Survey to this Agree?i gt'bTnd
shall-be-updated-annually-bytlcensee-as th b gi for ee assessmen n ser fees'"ar'e"'
cumulative and are assessed by the number of-prescribing medical practitioners PMPs)` i 0.1m'''
obtain access to Licensee's Medltech AOM computer system.
LICENSEE'S INITIALS
FDB'S INTIALS
32QC67TV3SN'''2'35
BIB]
40576-U01
ATTACHMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO97017-U03
MG97055-U03
AS97081-U03
AS97082-U03
AI97758-U03
DO98150-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
1/31/2011-U04
BORENM-U04
15938-U05
3-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
AGREEMENT-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
12/30/2010-U011
FIRST-U012
DATABANK-U012
PHARMACY-U012
SOFTWARE-U012
LICENSING-U012
SERVICES-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$47,757-U012
THE-U012
PERIOD-U012
JANUARY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2013.-U012
ATTACHMENTS�T��"�|E�F
�Authorized use of Licensed Products expressly excludes redistribution of data or use in computerized
prescriber-order entry, or:electronlo medication administration records In. an Inpatient setting;-a.clinicat.data'
repository; prescription pricing In.a retail setting; claims preparetionoradjudication, clinical medical records
managementtsystems;suppcrting Internet websltes, or any other use_ not clearly defined above. In Use'#1.ior
2.
for Fee Term beginning January 1, 2009 and ending December31, 2009.;,
Annual Fees
Section D, FEE AND PAYMEN`r.SCI-i1=DULE.is amended�asfoii6ws:The LICENSEE dhall pay to FIRST'
DATABANK.the�tollcwingAnnual:Llcense Foes:.. r:
1. Annual License Fee for Use as defined In Section C.1: covers up to 200 Licensed Beds):-, $10,380
2. Annual B.aSe F e:for'Ust as defined In Section C.2: Waive i
Annual End User Fees for Use as defined In Section C.2:
Prescribing Medical Practitioners PMPs) I 50
Prescribing Medical Practitioners PMPs) 51 150
Prescriblrrg. Medical Practitioners PMPs) 151 300
Presprifjing MedIcal Practitioners PMPs) 301 +
$60 per PMP� per�year�...
$54 perPMPer;.y'earr.'.
$ 4 8 p $42 per.PMP'per fear a I
End User Fees are cumulative.
Annual License Fee for PATIENT EDUCATION MODULE, Spanish
Annual Fees for Fee Term beginning January 1, 2010 and ending December 31, 2010
1. Annual License Fee for Use as defined In Section Cl: covers up to 200 Licensed Beds): $10,800
2. Annual Base Fee for Use as defined In Section C.2:
Aflo1lai End User. Fees for use.as,d9flned.tn,Section,
Prescrililhg Medical Practltloriers PMPs) I 50
Preedribing Medical Practitioners PMPs) 51 150
Prescribing Medical Practitioners PMPs) 151 300
Prescribing Medical Practitioners PMPs) 301 +
Waived.
$62 per PMP per year
$56 per PMP per year
$50 per PMP per year
$44 per PMP per year-
End User Fees are cumulatlve.
Annual License Fee for PATIENT EDUCATION MODULE, Spanish
1) License Fees shall consist of Annual Fees plus User Pass as specified In Exhibit 1: Annual.�Feee.�:.,
for.`each.Annual FpeTerm are. due and.payable on each anniversary;of.the. Effeetlv6Date:.Errtd':,
Us
er Feed when. applicable, are billed. at'the end tif:e r h calendar quarter and.are':due; and
payable upon' receipt of an invoice` from; First Dat'SEenk"Fees'-for each Fee Term.will.bebasedk~
on the: thencurrent qunlb,.r of total Llde}ised Beds as.outliried In the current edition of Bllllaris
I ATAY"' HospffafBle BooI~dhd the�total,number, of prescribing medical practitioners
t 1,Ti
auflinedln. Sec ion U 2� T""'~~ h r f i,
1 ii'�: It 1? i" i�'~�+L r. r1.~ pei, ti.,,.:.:.~:':'! r ac
Licensee.,will_�~emlT'.allr;paynients'
the:ilnvotoe date; r;:': I: r; I`:'.�
InT If'no later than' forty-five 45) days of
Failure to pay amouritS within sixty 60) days of the invoice date may result In discontinuation Iof i:+' + s
product delivery and suspension of implementation support and customer service. i, i~a.
LICENSEE'S INITIALS
FDB'S INTIALS'.(
320057)'V3-S 23;09'
BIB]
40576-U01
ATTACHMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO97017-U03
MG97055-U03
AS97081-U03
AS97082-U03
AI97758-U03
DO98150-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
1/31/2011-U04
BORENM-U04
15938-U05
3-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
AGREEMENT-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
12/30/2010-U011
FIRST-U012
DATABANK-U012
PHARMACY-U012
SOFTWARE-U012
LICENSING-U012
SERVICES-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$47,757-U012
THE-U012
PERIOD-U012
JANUARY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2013.-U012
ATTACHMENTS�T��"�|E�F�Section E; ADDITIONAL TERMS AND CONDITIONS It amended byadding the following:
4. This Second Amendment; assigned Eby: First, DataBank onH.Aprii 23, 2009, shall not be altered or
amended by Licensee prior-to exe-outlod.
Annual Fees for each Fee Term will be based on the then current number of. total Licensed. Beds in
Section D.1 and the total number of prescribing medical practitioners PMPs) as outlined in Section
IN WITNESS HEREOF, the parties hereto have
above.
FIRST DATABANK
DATED'.:, Z 3 U
500: East 96th Street,.Suite 500
Indianapolis, IN 46240-3767
800) 428-4496
317) 571-7200
317) 571-7253 FAX)
executed this Amendment as of the Effective Date stated
Name Print)
Vice President. Finance
Title
LICENSEE
DATED: / /1` D
NATIVIDAD MEDICAL CENTER
144. Constitution boulevard
Salinas, CA 93906
831) 769-8617
By
Siggafure
N
P
i
t)
ame
r
n
DEPU I.i \ITYY NSEL
COUNTY OF MONTEREY
320057).V3 SN 4.23.09
BIB]
40576-U01
ATTACHMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO97017-U03
MG97055-U03
AS97081-U03
AS97082-U03
AI97758-U03
DO98150-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
1/31/2011-U04
BORENM-U04
15938-U05
3-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
AGREEMENT-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
12/30/2010-U011
FIRST-U012
DATABANK-U012
PHARMACY-U012
SOFTWARE-U012
LICENSING-U012
SERVICES-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$47,757-U012
THE-U012
PERIOD-U012
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1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2013.-U012
ATTACHMENTS�T��"�|E�F�EXHrBJT 2 END USER SURVEY
USER COUNT
In eacordance WJth�Sedtion.C.2 of the Second Amendment tothis Agreement, the follow~alg;ls a: cpunt: pf
prescribing medical practitioners PMPs) to whom the Licensed Products have been diatrjbuted'undQr.ttae
termsofthe ftieement.,.,.,
Number of PMPs: 24
32 0 0 67-)-V3-S N-433:0 B
BIB]
40576-U01
ATTACHMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO97017-U03
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AS97081-U03
AS97082-U03
AI97758-U03
DO98150-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
1/31/2011-U04
BORENM-U04
15938-U05
3-U06
AUTHORIZE-U07
THE-U07
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MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
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TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
4-U07
TO-U07
THE-U07
AGREEMENT-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
12/30/2010-U011
FIRST-U012
DATABANK-U012
PHARMACY-U012
SOFTWARE-U012
LICENSING-U012
SERVICES-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$47,757-U012
THE-U012
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2011-U012
TO-U012
DECEMBER-U012
31,-U012
2013.-U012
ATTACHMENTS�T��"�|E�F�Natividad Medical Center
320057
LICENSE AGREEMENT AMENDMENT
This is the First Amendment to the Standard License Agreement between FIRST DATABANK, INC. FIRST
DATABANK) and Natividad Medical Center LICENSEE) dated January 1, 2005. FIRST DATABANK and
LICENSEE agree to modify specific terms of the Agreement effective January 1, 2008. Except as provided
below, all of the terms and provisions of the Agreement remain in full force and effect
Section B, LICENSED PRODUCTS is restated as follows: Licensee now licenses the following products:
NATIONAL DRUG DATA FILE- NDDF)
DOSAGE RANGE CHECK MODULETM
DRUG ALLERGY MODULETm
DRUG-DISEASE CONTRAINDICATIONS MODULETm
DRUG-DRUG INTERACTION MODULETM
DRUG-FOOD INTERACTION MODULETM
INDICATIONS MODULETM
INTRAVENOUS MODULETM
MINIMUM/MAXIMUM DOSE MODULESTM
PATIENT EDUCATION MODULETm, English
Premium Modules
PATIENT EDUCATION MODULETm, Spanish
Section E, ADDITIONAL TERMS AND CONDITIONS is amended by adding the following:
2. First DataBank and Licensee agree that Section 10 of the Standard License Agreement is amended
to read, USE OF PATIENT EDUCATION. Licensee hereby agrees not to modify the Patient
Education Knowledge Databases. If Licensee distributes the Patient Education Knowledge Database
information, then Licensee agrees to distribute an unmodified version of the information from the
Patient Education Knowledge Database for each applicable drug. Licensee further agrees to include
the following disclaimer or subsequent disclaimer language that may be provided by First DataBank,
at the top of any patient education information material provided to patients from the Patient
Education Knowledge Databases:"
NOTE: This is a summary and does not contain all possible
information about this product. For complete information about
this product or your specific health needs, ask your healthcare
professional. Always seek the advice of your healthcare
professional if.you have any questions about this product or your
m-edlcal-condition-T-his-informatbTt is HMerrdBz-as-indivtdual-
medical advice and does not substitute for the knowledge and
judgment of your healthcare professional. This information does
not contain any assurances that this product is safe, effective or
appropriate for you.
3. Licensee's use of the Licensed Products as identified in Section C is strictly limited to the United
States of America and its territories and possessions.
1:ICENSEE'S-1NITALS
FDB'S INITIALS I~1Kf
320057) DJD 10.18.07
BIB]
40576-U01
ATTACHMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO97017-U03
MG97055-U03
AS97081-U03
AS97082-U03
AI97758-U03
DO98150-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
1/31/2011-U04
BORENM-U04
15938-U05
3-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
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THE-U07
AGREEMENT-U07
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MAEGAN-U09
RUIZ-IGNACIOM-U10
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PHARMACY-U012
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ATTACHMENTS�T��"�|E�F�IN WITNESS WHEREOF, FIRST DATABANK and LICENSEE have executed this Agreement as of the
date indicated below.
FIRST DATABANK, INC.
BY: t'om
DATE: k IDJ
500 East 96th Street, Suite 500
INDIANAPOLIS, IN 46240-3767
800) 428-4495
317) 571-7200
317) 571-7253 FAX)
LICENSE
BY:
DATE: a
Natividad Medical Ce ter
1441 Constitution Blvd
Salinas, CA 93906
831-769-8617
APPROVED AS TO FORM
W. ALLEN BIDWELL 6-2ss-T
DEPUTY COUNTY COUNSEL
COUNTY OF MONTEREY
320057) DJD 10.18.07
BIB]
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ATTACHMENTS�T��"�|E�F�F1 RST�A'TA.BANK
The Knowledge Inside-
FIRST DATABANK AND NATIVIDAD MEDICAL CENTER
LICENSE AGREEMENT
Natividatt IIeaical Center
3407
This LICENSE AGREEMENT made and entered into at San Bruno, California as of the Effective Date noted on Exhibit 1 attached and
made a part hereof) between FIRST DATABANK, INC., a wholly owned subsidiary of The Hearst Corporation, a Delaware Corporation
with offices at 1111 Bayhill Drive, San Bruno, California 94066 First DataBank") and LICENSEE identified in Exhibit 1.
WHEREAS:
1. First DataBank owns or is a Licensee of, and licenses or sublicenses various copyrighted databases of medical, pharmaceutical
and nutritional information, and periodic updates thereto Databases"), related access software products Toolkits") and user
manuals Manuals") referred to collectively, as the FDB Knowledge Bases";
2. Licensee desires to obtain the use of one or more of the FDB Knowledge Bases with the Licensee's electronic information system
or other computer system the System") as described in the Declaration of Use Exhibit 1);
3. Subject to the terms and conditions of this Agreement, First DataBank is willing to grant to Licensee a nonexclusive license or
sublicense to use the FDB Knowledge Bases indicated in Exhibit 1.
NOW, THEREFORE, in consideration of the premises and of the covenants and Agreements hereinafter set forth, It is agreed as
follows:
1. DEFINITIONS OF CERTAIN TERMS. As used in this Agreement:
a) Licensed Products" means those FDB Knowledge Bases indicated in Exhibit I as being licensed to Licensee;
b) Effective Date" is the date stated in Exhibit 1 and is the Effective Date of this Agreement;
c) Fee Term" means the twelve-month period beginning on the Effective Date and each successive twelve-month period.
2. LICENSE. Subject to the terms and conditions of this Agreement, First DataBank grants and Licensee accepts the following
limited, non-transferable and non-exclusive license or sublicense:
a) To use the Licensed Products solely for its business operations, as defined in Exhibit 1 during the term of this Agreement;
b) To the extent Exhibit I permits bundling of any or all of the Licensed Products, Licensee agrees to add substantial value to the
Licensed Products contained in the bundle;
c) Licensee shall have no right to use the Licensed Products on behalf of any third party, on a service bureau basis or otherwise
unless i) such services are specifically permitted in Exhibit 1, and ii) such third party has entered into a license Agreement
with Licensee or First DataBank and First DataBank has been paid the required license fee;
d) Under no circumstances shall Licensee use the Licensed Products, or any portion thereof, to develop a competitive product,
regardless of what is set forth in Exhibit 1;
e) Licensee shall obtain no implied license rights to the Licensed Products. Any rights not expressly granted to Licensee in this
greement shall be retained by First DataBank�
f)
g)
Although some tangible objects may be delivered to Licensee pursuant to this Agreement, title to such objects shall not pass
to Licensee, and this Agreement is not for the sale of goods, The Licensed Products shall be delivered to Licensee within
twenty 20) working days from whichever is later, the date this Standard License Agreement is executed or the Effective Date
on the Exhibit 1. Updates thereto shall be delivered with the frequency and in the format indicated in Exhibit 1;
Licensee will not alter, amend, modify, or change in any respect, any of the Licensed Products unless authorized to do so by
First DataBank. Without limiting the foregoing, Licensee shall have no right to use, modify, reproduce or distribute the
Licensed Products, nor the right to license third parties to exercise any rights with regard to the Licensed Products other than
as permitted in Exhibit 1.
BIB]
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ATTACHMENTS�T��"�|E�F�3. TERM AND TERMINATION.
a) This Agreement and license shall continue for a term of three 3) years from the Effective Date and thereafter shall renew for
successive three 3) year periods at each renewal date at the then effective renewal rate, should written notification of renewal
be received by Licensee in accordance with Section 3.b below;
b) At least sixty 60) days before commencement of the renewal date, First DataBank shall send to Licensee written notice of the
applicable renewal rate. The renewal rate charged to Licensee shall be a market rate consistent with the rates First DataBank
charges its other customers of a substantially similar nature, size and financial standing for similar uses of the Licensed
Products. Within thirty 30) days after receipt of such renewal notice, Licensee shall, in writing, accept such renewal, Upon
receipt of written acceptance of the renewal notification sent by First DataBank, this Agreement shall renew for a term of three
3) years at the applicable renewal rate. If written acceptance of the renewal is not received prior to the effective date of each
term, this Agreement will expire at the end of the then current term. Notwithstanding the foregoing, either party may give
notice of non-renewal in its sole and absolute discretion, without cause and without stating any reason therefore, First
DataBank or Licensee shall give written notice of non-renewal to the other at least thirty 30) days prior to the end of the term
then in effect.
c) Either party may terminate this license on thirty 30) days written notice, if the other party has materially breached any
provision of this Agreement, and such breach has not been cured within such thirty 30) day period;
d) Upon termination of this Agreement, Licensee shall immediately cease use of the Licensed Products, and shall take such
steps as are necessary to prohibit further use of the Licensed Products within Licensee's System and shall furnish First
DataBank a written description of the steps so taken. Termination of this Agreement shall automatically terminate all
sublicenses of the Licensed Products granted by Licensee. Within thirty 30) days of termination, Licensee shall return to First
DataBank all copies or duplicates thereof of the Licensed Products.
4. PAYMENT OF LICENSE FEES. In consideration of the grant of the license, Licensee agrees to pay the Fees License Fees")
listed in Exhibit 1. License Fees may consist of Annual Fees plus User Fees as specified in Exhibit 1. The Annual Fee for the first
Fee Term is payable by Licensee to First DataBank on the Effective Date and Annual Fees for subsequent Fee Terms are due and
payable on each anniversary of the Effective Date. End User Fees, when applicable, are billed quarterly and are due and payable
upon receipt of an invoice from First DataBank. Licensee's obligation to pay License Fees for periods preceding termination will
survive termination of this Agreement.
5. IMPLEMENTATION. Licensee assumes all responsibility to program, or obtain compatible software, for use of the Databases. All
programming shall be done in accordance with specifications included in Database Manuals and supplements and other
documentation provided by First DataBank. Licensee agrees that when programmed, the System shall display Copyright Notices,
Disclaimers, and Expiration Dates as specified in individual Database and Licensed Product Manuals.
6. COVENANTS OF LICENSEE. Licensee hereby agrees with First DataBank as follows:
a) In the event that First DataBank grants Licensee permission to modify any of the Licensed Products, then Licensee assumes all
liability for such modified Licensed Products. Licensee hereby acknowledges and agrees that First DataBank disclaims all
warranties, express and implied, regarding any Licensee-modified Licensed Products. Further, Licensee hereby agrees to
defend, indemnify, and hold First DataBank harmless from any third party claim arising from such Licensee-modified Licensed
Products to the extent that such claim would not have existed but for Licensee's modification of the Licensed Products.
b) Licensee will not use the name of First DataBank, Inc. or First DataBank", the names of any of the First DataBank Knowledge
Bases, or any trademark owned by or licensed to First DataBank, except as authorized in writing;
c) Licensee shall reimburse First DataBank at First DataBank's direct cost for all shipping and delivery; and for all First DataBank
originated magnetic media received by Licensee from First DataBank;
d)-L-icerrsee-will-IraWthe-term"f-this A-gmement-in-strictest-c=frderrce WuastnVhe n--anlyto employees of-Licensee requnng
such information and not to release or disclose them to any other party;
e) CONFIDENTIAL INFORMATION. Licensee acknowledges that the Licensed Products are the proprietary property of First
DataBank and that the processes, formulas and methodology used in producing the Licensed Products are valuable trade
secrets. Licensee shall hold in confidence and take reasonable measure, but not less than the measures taken by Licensee to
safeguard its own confidential information, to safeguard, to prohibit access to, copying of, or disclosure of all confidential
information and materials provided by First DataBank under this License, including, but not limited to, the Licensed Products
and all Information contained therein., any updates to the Licensed Products, and the User's Manuals. Licensee shall not
disclose the terms of this Agreement, except as required by law.
f) Licensee will pay all taxes, however designated, including sales and use taxes and state and local privilege or excise taxes
arising out of this Agreement and the transaction contemplated hereby;
g) That as long as this Agreement is in effect, and for a one 1) year period thereafter, Licensee shall maintain complete records
with respect to the use of the Licensed Products, and the number and type of end user sites, if any. During normal business
BIB]
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ATTACHMENTS�T��"�|E�F�hours, at reasonable intervals but no more often than quarterly, and upon reasonable notice, First DataBank or its designated
representative may audit and review those records necessary to confirm that the fees paid to First DataBank are correct and
that Licensee has complied with all of the terms of this Agreement, including but not limited to, the Declaration of Use and Fee
and Payment Schedule set forth in Exhibit 1;
h) USAGE. Licensee shall use the Licensed Products solely for Licensee's business purposes as described In Exhibit 1,
Declaration of Use". Licensee may not, without the prior written consent of First DataBank, transmit the Licensed Products to
other data processing systems or units that are on-line" with Licensee's data processing unit, or use the Licensed Products, or
any data derived from the Licensed Products in a computer service business, network, time-sharing, multiple CPU, or multiple
user arrangements including the Internet and Intranets, except as, if applicable, explicitly identified in Exhibit 1. Licensee shall
not copy, reproduce, store in a retrieval system, sell, assign, pledge, sublicense, convey, transfer, redistribute, transmit, grant
other rights in, or permit any unauthorized use of the Licensed Products, or any of them, in any form or by any media
electronic, mechanical, photocopy, recording, or otherwise), on either a permanent or temporary basis to any third party
except as authorized in Exhibit 1. Licensee may use an outside Data Recovery Center provided First DataBank is notified in
writing within thirty 30) days of such location. In such case, the terms of this Agreement shall be fully applicable.
i) Licensee hereby covenants and agrees to indemnify and hold First DataBank harmless from and against any liability, loss,
injury or expense including reasonable attorneys' fees and court costs) imposed upon, incurred or suffered by First DataBank
by reason of Licensee's negligence.
I)
Licensee acknowledges and agrees that the covenants and Agreements made in this Paragraph 6 are made for the benefit of
First DataBank and shall survive the termination of this Agreement. In the event of any breach by Licensee of the terms of this
Agreement, in addition to other relief to which First DataBank shall be entitled, First DataBank shall be entitled to terminate this
License.
7. PROPRIETARY RIGHTS INDEMNIFICATION. First DataBank shall hold harmless and defend Licensee against suits based solely
on a claim by a third party that the use of Licensed Products by Licensee under this Agreement infringes on any U.S. patent,
copyright, trademark, or other property right, provided that Licensee gives First DataBank prompt written notice of such suits and
permits First DataBank to control the defense thereof.
8. DISCLAIMERS.
a) Licensee shall inspect and test Licensed Products upon receipt thereof. The Licensed Products are deemed proper and
correct unless, within ten 10) working days after receipt thereof, Licensee provides First DataBank with written notice and
documentation of any error in the Licensed Products;
b) First DataBank has utilized reasonable care In collecting and reporting the information contained in the Licensed Products and
has obtained such information from sources believed to be reliable. First DataBank, however, does not warrant the accuracy of
codes, prices or other data contained in the Licensed Products, Information reflecting prices is not a quotation or offer to sell or
purchase. The clinical information contained in the Licensed Products is intended as a supplement to, and not a substitute for,
the knowledge, expertise, skill, and judgment of physicians, pharmacists, or other healthcare professionals in patient care. The
absence of a warning for a given drug or.drug combination should not be construed to Indicate that the drug or drug
combination is safe, appropriate or effective in any given patient.
c) FIRST DATABANK MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OTHER THAN THOSE IN
THIS LICENSE AGREEMENT, AND FURTHER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, AS TO THE ACCURACY OF THE DATA FROM WHICH THE LICENSED PRODUCTS ARE COMPILED, NOR
THE COMPATIBILITY OF THE LICENSED PRODUCTS WITH LICENSEE'S HARDWARE AND SYSTEMS, AND
SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
d) IN NO EVENT SHALL FIRST DATABANK BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY
CONSEQUENTIAL, INDIRECT, INCIDENTAL, RELIANCE, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO
LOSS PROFITS EVEN-IF-FIRS-T-DkT-ABANK HAS-BEEN-ADVISED-OF-i'H�-POSStBtLITY`OF SUCH-DAMAGES.
e) IN NO EVENT SHALL FIRST DATABANK'S LIABILITY EXCEED THE AMOUNT PAID TO IT BY LICENSEE FOR THE
CURRENT FEE TERM OF THIS LICENSE AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION OR CLAIM,
AND REGARDLESS OF WHETHER THE ACTION OR CLAIM IS BASED ON ANY ALLEGED ACT OR OMISSION OF
FIRST DATABANK, INCLUDING BUT NOT LIMITED TO ANY ACTION BASED ON NEGLIGENCE, BREACH OF
WARRANTY OR BREACH OF CONTRACT.
9. PROFESSIONAL RESPONSIBILITY. Licensee acknowledges that the professional duty to the patient in providing healthcare
services lies solely with the healthcare professional providing patient care services. Licensee takes full responsibility for the use of
information provided by the Licensed Products in patient care and acknowledges that the use of the Licensed Products in no way is
intended to replace or substitute for professional judgment. First DataBank does not assume any responsibility for actions of
Licensee which may result in any liability or damages due to malpractice, failure to warn, negligence or any other basis. Licensee
s Faall ensure thatall-healthcare professionals using the License Products are aware o the imitations of the use of the Licensed
Products.
BIB]
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ATTACHMENTS�T��"�|E�F�10, USE OF PATIENT EDUCATION. Licensee hereby agrees not to modify the Patient Education Knowledge Databases. If Licensee
distributes the Patient Education Knowledge Database Information, then Licensee agrees to distribute an unmodified version of the
information from the Patient Education Knowledge Database for each applicable drug. Licensee further agrees to Include one of
the following two disclaimers at the top of any patient education information material provided to patients from the Patient
Education Knowledge Databases:
NOTE: The following information is intended to supplement, not substitute for, the expertise
and judgment of your physician, pharmacist or other healthcare professional. It should not
be construed to indicate that the use of the drug is safe, appropriate, or effective for you.
Consult your healthcare professional before taking this drug.
OR
NOTE: The information in this monograph is not intended to cover all possible uses,
directions, precautions, drug interactions, or adverse effects. This information is
generalized and is not intended as specific medical advice. If you have questions about
the medicines you are taking or would like more information, check with your doctor,
pharmacist, or nurse.
11. ASSIGNMENT. This license and Licensee's rights hereunder may not be assigned or otherwise transferred, voluntarily or by
operation of law. Any purported assignment of the rights or delegation of the duties under this Agreement by Licensee shall be void
unless prior written consent is secured from First DataBank.
12. FORCE MAJEURE. Failure of First DataBank to perform or delay in the performance of First DataBank's obligations under this
Agreement due to any cause or event not reasonably within First DataBank's control, including but not limited to casualty, labor
disputes, failure of equipment, compliance with governmental authority or Act of God, shall not constitute a breach of this
Agreement, and First DataBank's performance shall be excused during such period of delay.
13. NOTICES. Notices hereunder shall be delivered by hand, air courier express or certified mail with return receipt requested to the
address of the Licensee identified on Exhibit 1, and shall be deemed delivered three 3) days after mailing.
14. CHOICE OF LAW; VENUE. This Agreement shall be governed by and construed in accordance with the laws of the United States
and the State of California, as applied to Agreements entered into and to be performed entirely within California between California
residents. The application of the United Nations Convention for Contracts for the International Sales of Goods is hereby expressly
excluded. In the event of any dispute concerning this Agreement or the Licensed Products, suit may be brought only in a court of
competent jurisdiction in the U.S. District Court of the Northern District of California or the California Superior Court for the County
of San Mateo.
15. ENTIRETY; AMENDMENTS. This Agreement, including all Exhibits hereto, constitutes the complete and exclusive statement of
the Agreement between the parties which supersedes all prior Agreements, proposals, oral or written, and all other
communications between the parties relating to the subject matter of this Agreement. All amendments to this Agreement shall be in
writing signed by both parties.
16. NO WAIVER. No term or provision hereof shall be deemed waived and no such breach excused unless such waiver or consent
shall be in writing and signed by the party claimed to have waived or consented, Any consent by a party to, or waiver of a breach
by the other, whether express or implied, shall not constitute a consent for, or waiver of, or excuse for any other different
subsequent breach.
17. SEVERABILITY. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions of this Agreement shall continue in full force and effect.
BIB]
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AS97081-U03
AS97082-U03
AI97758-U03
DO98150-U03
C1-U03
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DOCUMENTS-U03
1/31/2011-U04
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15938-U05
3-U06
AUTHORIZE-U07
THE-U07
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MANAGER-U07
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MEDICAL-U07
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NMC)-U07
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NO.-U07
4-U07
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THE-U07
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960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
12/30/2010-U011
FIRST-U012
DATABANK-U012
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SERVICES-U012
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ATTACHMENTS�T��"�|E�F�IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the Effective Date on Exhibit 1.
FIRST DATABANK
DATED: I h-.If
By
Signature
Marilyn Davis
Name Print)
Director of Contract Administration
Title
LICENSEE
DATED:
By
REV.12129/04
Licensee
Signature
Name Print)
Title
APPROVED AS TO FORM
W. ALLEN BLDWELL JM 0 612005
DEPUTY COUNTY COUNSEL
COU; M OF MONTER`Y
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GENERAL-U03
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1/31/2011-U04
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ATTACHMENTS�T��"�|E�F�EXHIBIT I
LICENSEE REPRESENTATIONS
LICENSED PRODUCTS
DECLARATION OF USE
FEE AND PAYMENT SCHEDULES
ADDITIONAL TERMS AND CONDITIONS
This Exhibit 1 is a part of the Standard License Agreement between First DataBank and Licensee and identifies Licensee,
the Databases, Declaration Of Use, License Fees, and Additional Terms if any) applicable to that Agreement.
The Effective Date of this Agreement is: January 1, 2005
A. LICENSEE REPRESENTATIONS
Licensee Name: Natividad Medical Center
Street Address: 1441 Constitution Blvd.
City/State/Zip: Salinas, CA 93906
Telephone voice): 831) 769-8617
B. LICENSED PRODUCTS: Unless otherwise specified, Licensed Products are updated monthly.
NATIONAL DRUG DATA FILET"' NDDF)
DOSAGE RANGE CHECK MODULET"'
DRUG ALLERGY MODULETM
DRUG-DISEASE CONTRAINDICATIONS MODULETM
DRUG-DRUG INTERACTION MODULETM
DRUG-FOOD INTERACTION MODULET'"
DUPLICATE THERAPY MODULET"'
INDICATIONS MODULET"'
INTRAVENOUS MODULETM
MINIMUM/MAXIMUM DOSE MODULEST*"
PATIENT EDUCATION MODULETM, English
Premium Modules
PATIENT EDUCATION MODULE TM, Spanish
C. DECLARATION OF USE:
Licensee shall use the Licensed Products solely in a single Meditech inpatient hospital pharmacy system at the site
identified above in Section A to support inpatient pharmacy dispensing and nurses' access to PATIENT EDUCATION
MODULET'w, English and Spanish at nurses' stations throughout the hospital. Use by Licensee excludes
redistribution of data or use in medication order entry, prescription pricing, claims preparation, or clinical medical
records management applications, or any other clinical application not stated above.
D. FEE AND PAYMENT SCHEDULE:
Annual License Fee covers 101-200 Licensed Beds):
Annual License Fee for PATIENT EDUCATION MODULE TM, Spanish
Annual Shipping Charge:
$9,600
$1,800
$90
LICENSEE INITIAL~
FDB INITIALS rn)~D
320057) MOK 12/29/04
BIB]
40576-U01
ATTACHMENTS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO97017-U03
MG97055-U03
AS97081-U03
AS97082-U03
AI97758-U03
DO98150-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
1/31/2011-U04
BORENM-U04
15938-U05
3-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
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TO-U07
EXECUTE-U07
AMENDMENT-U07
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4-U07
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THE-U07
AGREEMENT-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
12/30/2010-U011
FIRST-U012
DATABANK-U012
PHARMACY-U012
SOFTWARE-U012
LICENSING-U012
SERVICES-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$47,757-U012
THE-U012
PERIOD-U012
JANUARY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2013.-U012
ATTACHMENTS�T��"�|E�F�E. ADDITIONAL TERMS AND CONDITIONS:
1. Licensee understands the total licensed bed size will ALWAYS be used as the basis for fee assessment.
LICENSEE INITIALS-r
FDB INITIALS MKS
320057) MOK 12129104
BIB]
40576-U01
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15938-U05
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MANAGER-U07
NATIVIDAD-U07
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960-NMC-U08
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LICENSING-U012
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IN-U012
AN-U012
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1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2013.-U012
ATTACHMENTS�T��"�|E�F�BOARD REPORT AUTHORIZATION ROUTING FORM
Agenda Date er 14, 2010 /l Consent Yes
Contact Person Sid Cato/ Nicole Gordon Scheduled
Phone 4223 Noticed
Department NMC Time needed
Subject It is recommended the Board of Supervisors authorize the Purchasing Manager for
Natividad Medical Center NMC) to execute Amendment #4 to the Agreement with First
Databank for Pharmacy Software Licensing Services in an amount not to exceed $47,757
for the period January 1, 2011 to December 31, 2013.
Yes No CHECK LIST
X 4/5"" Vote Required: Required to transfer appropriations from contingencies; cancel reserves;
increase estimated revenues/appropriations; adopt interim urgency) ordinances; and for other
matters seek direction from County Counsel).
X Contract: CAO-Risk Management has reviewed and signed the contract.
X Contract: County Counsel has reviewed and signed the contract.
X Contract: Auditor-Controller has reviewed and signed the contract.
X Budget Amendment: The item includes a budget amendment.
APPROVED BY: No By Date Comments
Dept. Finance Manager Yes N,-) it
County Counsel Yes
CAO Human Resources
Information Technology
Contracts/Purchasing Officer
CAO Budget Analyst Yes 2 p
REQUIRED REVIEWERS CAO Budget
Analyst County
Counsel CAO
HR
D Contracts
Purchasing Officer
Contracts over $100k &
Contracts under $100k with changes X X
Budget adjustments X
Personnel actions X X
Grant applications X
Non-standard computer projects X X
Planning/land use non-budget issues) X
Ordinances X
Resolutions declaring emergencies X
All other reports X
uestions:
Contact Clerk of the Board 755-5066 or consult the Board Report Guidelines Revised 12/15/2008
BIB]
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FO96184-U03
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AS97081-U03
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15938-U05
3-U06
AUTHORIZE-U07
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960-NMC-U08
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12/30/2010-U011
FIRST-U012
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LICENSING-U012
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AN-U012
AMOUNT-U012
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EXCEED-U012
$47,757-U012
THE-U012
PERIOD-U012
JANUARY-U012
1,-U012
2011-U012
TO-U012
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31,-U012
2013.-U012
REVISED BOARD ORDER"�|E���32
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No.: A-11674
Authorize the Purchasing Manager for Natividad Medical
Center NMC) to execute Amendment No. 4 to the Agreement
with First Databank for Pharmacy Software Licensing
Services in an amount not to exceed $47,757 for the period
January 1, 2011 to December 31, 2013
Upon motion of Supervisor Armenta, seconded by Supervisor Potter, and carried by those
members present, the Board hereby:
Authorized the Purchasing Manager for Natividad Medical Center NMC) to execute
Amendment No. 4 to the Agreement with First Databank for Pharmacy Software
Licensing Services in an amount not to exceed $47,757for the period January 1, 2011 to
December 31, 2013.
PASSED AND ADOPTED this 11th day of January 2011, by the following vote, to wit:
AYES: Supervisors Armenta, Calcagno, Parker, Potter
NOES: None
ABSENT: Supervisor Salinas
I, Gail T. Borkowski, Clerk of the Board of Supervisors of the County of Monterey, State of California,
hereby certify that the foregoing is a true copy of an original order of said Board of Supervisors duly made
and entered in the minutes thereof of Minute Book 75 for the meeting on January 11, 2011.
Dated: January 18, 2011 Gail T. Borkowski, Clerk of the Board of Supervisors
Revised: February 7, 2011 County of Monterey, State of California
By
Deputy
BIB]
40582-U01
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BORENM-U04
15938-U05
3-U06
AUTHORIZE-U07
THE-U07
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MANAGER-U07
NATIVIDAD-U07
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RUIZ-IGNACIOM-U10
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THE-U012
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