HEALTH DIALOG SERVICES CORPORATION

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INSURANCE NOT ON FILE WORK MAY NOT. PROCEED CLERK OF COUNCIL DATE: A-2020-158-19 O CSERVICES AGREEMENT This SERVICES AGREEMENT (the "Agreement") is entered into as of September 15, 2020 (the "Effective Date'), by and between the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the state of California ("Client") and-HEAZTH DIALOG SERVICES CORPORATION, a Delaware corporation with principal offices at 6 Bedford Farms Drive, Bedford, NH 03110 ("Health Dialog") (each a "Party" and together, the "Parties"). RECITALS WHEREAS, Health Dialog provides a variety of distinctive care management services; and WHEREAS, on March 27, 2020, a special allocation of funds was authorized by the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act'), Public Law 116-136, Section 601(a) of the Social Security Act, to prevent, prepare for, and respond to the coronavirus ("COVID-19") pandemic; and WHEREAS, Client wishes to engage Health Dialog to receive CARES Act funds in order to provide the care management services described in the attached Work Orders to Client and its residents, including the Health Dialog 24/7 COVID-19 Nurse Line; and WHEREAS, Health Dialog wishes to provide the care management services described in the attached Work Orders to Client and its residents. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other consideration the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows. SECTION 1. DEFINITIONS As used in this Agreement, the following terms shall have the meanings provided here: 1.1. "Affiliate" shall mean, with respect to a Party, an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with such Party. 1.2. "Agreement" shall mean this Agreement, including any Work Orders, exhibits, addenda or other documents appended hereto from time to time by written agreement of the Parties, and as amended from time to time by the Parties in accordance with the terms hereof. 1.3. "Claim" shall have the meaning set forth in Section 10.1.1, solely for purposes of Section 10. 1.4, "Client Intellectual Property" shall have the meaning set forth in Section 11.3. 1.5. "Confidential Information" shall have the meaning set forth in Section 5.1. 1.6. "Eligible Member" shall mean any person who is eligible to receive Services described in a Work Order under the terms of that Work Order. 1.7. "Health Dialog Intellectual Property" shall have the meaning set forth in Section 11.1. 1.8. "HIPAA" means the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder by the United States Department of Health and Human Services, including the provisions in 45 C.F.R. Parts 160 through 164. 1.9. "Indemnified Party" shall have the meaning set forth in Section 10.1.