2020-611-E Health=Circulation Inc. platform services amendment

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STATEMENT OF WORK 2019.02.22 Ride Cost. (or "Transportation Cost") Invoiced monthly. Circulation has subcontracted with the Transportation Providers delivering Rides requested through Circulation. We pass on to the Client the direct cost of transportation charged to Circulation by the Transportation Provider, at no additional mark up. Cancellation Fees. Before Ride Booking: No charge After Ride Booking: Pass through of cancellation fees or other charges when the Rider and/or Client is the cause, or at fault for the Ride being cancelled (i.e. Rider no- show, Rider refuses transportation, Client schedules an incorrect Ride date or time). This fee is a pass through from the transportation provider. Adjustments. If Client disputes the Ride Cost or Cancellation Fees for a Ride, or has a grievance that would warrant reimbursement for all or a portion of the Ride Cost or fees, Circulation will investigate the claim per established grievance policies. If Circulation finds in Client’s favor, a credit for all or a portion of the Ride Cost or fees will be applied to a subsequent Billing Period as an Adjustment. Conversely, if we bill for an incorrect Ride Cost or Fee for a Ride occurring in a previous Billing Period, Circulation will credit the difference as an Adjustment in a subsequent Billing Period. Payment Terms The fees cover only the Specific tasks, expenses, tax and Deliverables set forth in this SOW. It does not include travel and expenses incurred by Circulation in connection with the performance of the Services. Client shall reimburse Circulation for actual pre-approved travel, per diem and out-of-pocket expenses incurred by Circulation in connection with the performance of the Services. Any Services and Deliverables performed outside the scope of this SOW shall not be included within the fees set forth above and shall be charged on a time and materials basis at Circulation’s then current rates, unless otherwise agreed to in writing by the parties. The maximum amount payable by Client for the initial term of this Agreement shall not exceed $5500 dollars unless amended in writing and signed by both parties. Invoices are payable via check or electronic funds transfer, within thirty (30) days of receipt of invoice to the bank account indicated in Exhibit C. All overdue amounts will accrue interest at the lesser of 2.5% per month or the maximum rate permitted by law. Assumptions The Services, Deliverables, pricing, and schedule set forth herein are based upon the assumptions and dependencies listed in Exhibit A. If any of these assumptions or dependencies proves to be incorrect or are not achieved in whole or in part, or if Circulation is requested to deviate from or add services or deliverables to this proposal, then the parties may agree to appropriate and equitable adjustments to the Services, Deliverables, pricing and/or schedule for in connection with this SOW; provided, neither party will be obligated to pay or perform any activities beyond the scope of this SOW prior to the execution of a written amendment signed by each party. Approval The parties hereto have caused this SOW to be executed by their respective duly authorized representatives as of the Effective Date hereof. To the extent there are any inconsistencies or conflicts arising between the provisions of this SOW and the Agreement, the provisions of the Agreement shall control unless otherwise expressly provided in this SOW. All other terms and conditions of the Agreement not expressly modified herein remain unchanged and in full force and effect. Signatures CIRCULATION, INC. By: ___________________________ Name: ___________________________ Title: ___________________________ ORANGE COUNTY, NORTH CAROLINA, on behalf of its HEALTH DEPARTMENT By: ___________________________ Name: ___________________________ Title: ___________________________ DocuSign Envelope ID: 1D5463B5-2F1B-4D85-8313-13B442A5B458