text: REQUEST FOR PROPOSAL NO. ACMCNM09-2 SPECIFICATIONS, TERMS & CONDITIONS FOR AMBULATORY ELECTRONIC MEDICAL RECORD SYSTEM RESPONSE DUE 42B BEFORE 4:00P.M. PST ON SEPTEMBER 21, 2009 AT ALAMEDA COUNTY MEDICAL CENTER HEALTHCARE CONTRACTING DEPARTMENT 43B ATTN: NANCY McADOO, DIRECTOR OF CONTRACTING SERVICES 1411 E. 31ST STREET, B WING – 4TH FLOOR OAKLAND, CA 94602 ALAMEDA COUNTY MEDICAL CENTER RFP NO. ACMCNM09-2 SPECIFICATIONS, TERMS & CONDITIONS FOR AMBULATORY ELECTRONIC HEALTH RECORD SYSTEM TABLE OF CONTENTS Page STATEMENT OF WORK Intent/Scope............................................................................................................................. 2 Specific Requirements ............................................................................................................ 2-33 ACMC Clinical Applications Financial Applications Features and Functionality 1. Functional Requirements/Features 2. Security/Compliance 3. Clinical Data Repository 4. Technical (Hardware and Operating System Software Questions) INSTRUCTIONS TO VENDORS Acronym and Term Glossary ................................................................................................ 34 ACMC Contacts...................................................................................................................... 34 Calendar of Events.................................................................................................................. 34 Submittal of Proposals ............................................................................................................ 35-36 Response Format..................................................................................................................... 36 Response Content/Submittals................................................................................................. 36-37 Evaluation Criteria/Selection Committee .............................................................................. 38 TERM AND CONDITIONS Term/Termination/Renewal………………………………………………..…………. 39 Award………….……………………………….…………………………………..…. 39 Pricing…………………………………………………………………………………. 40 Method of Ordering…………………………………………….................................. 41 Invoicing………………………………………………………………………............ 41-42 Other Agencies………………………………………………………………………... 42 Funding Out Clause……………………………………………………………………. 42 ACMC Provisions……………………………………………………………………… 42-48 Account Manager/Support Staff…………………………………………………..…… 49 General Requirements……………………………………………………………….… 49-50 Exhibit A – Bid Acknowledgement Exhibit B – Bid Form Exhibit C – Insurance Requirements for Professional Services Contracts Exhibit D-1 & Exhibit D-2 – Current and Former References Exhibit E – Request for Preference for Local Products and Vendors Exhibit F – Exceptions, Clarifications, Amendments Exhibit G – Sample Proposal Evaluation Form Exhibit H – ACMC Sites and Addresses Exhibit I – Substitute IRS Form W-9 Exhibit J – Business Associate Agreement Page 1 of 67 STATEMENT OF WORK INTENT/SCOPE It is the intent of these specifications, terms and conditions to describe the Alameda County Medical Center's (ACMC) requirements for an Ambulatory Electronic Health Record System. SPECIFIC REQUIREMENTS Alameda County Medical Center consists of six campuses: an acute hospital, inpatient psychiatric hospital, a Neuro-respiratory unit, Rehabilitation unit, a Skilled Nursing Facility and three free-standing outpatient clinics. The staffed bed count for each inpatient facility is as follows: Acute (including Med-Surg, OB, ICU etc.): 131.13; Psychiatric Facility: 63.5 and the three other units combined: 122.27 ACMC currently utilizes a Siemens platform consisting of Invision, Signature, Lawson, PACS. Also used are Wellsoft ED and McKesson clinical Documentation. ACMC Clinical Applications 0B The primary clinical applications are owned by Siemens Corporation and are contracted back to ACMC. The current contract goes through 2017. These applications are run remotely on Siemens hardware located in Malvern, PA. Data is moved back and forth over a high speed ATM communications network. The Siemens applications include Patient Accounting, Radiology, In-Patient Pharmacy, Decision Support, Novious Lab, PACS digital imaging, Signature Out-Patient registration and scheduling, Physician Order Entry, LCR (lifetime clinical record), Patient Management which includes Admissions, Discharges, Transfers and Order Entry and SOAR (Medical Records Imaging Documentation, One-Staff (nurse scheduling, GRASP (nurse acuity), RefTrack, Credentialing, SoftMed (Medical Records), Dictaphone (dictation and transcription), MUSE (EKG system), ORMIS (OR Scheduling) and Wellsoft (ED system). IS provides Ad Hoc reporting from some of the above databases. Financial Applications: 1B The primary financial applications are owned by Lawson Corporation. These applications are hosted remotely by Siemens and include Materials Management, General Ledger, Payroll, HR, and Accounts Payable. Also purchased from Lawson was their suite of tools / budgeting, Grant Accounting and Process Control. Page 2 of 67 Siemens currently provides report writing support using SQL to address special report needs. Features and Functionality The functional requirement checklist section provides a list of general and/or specific features or functions required by our organization. Each function has five columns in which to respond. The criteria for each column are explained below: Met Fully - The function is available and completely operational. Custom-Developed - The function will be custom-developed during installation. Under Development - The function is planned for a future release. Not Available - The function is not available in the current software, future software releases, and will not be custom-developed. For those features marked Custom-Developed or Under Development, provide a time frame for development or an availability date for the schedule release of the function. Any comments for each requirement should be entered directly beneath the requirement. Page 3 of 67 Not Available Development Developed Met Fully Custom Under Functional Requirements/Features 28B 1. General 2B 1.1 Is your solution CCHIT certified to the most current standard? CCHIT (Certification Commission for Healthcare Information Technology) 1.2 Does your system support both a total paperless function and a hybrid function, where the contents of the electronic record can be printed for inclusion in the paper chart? 1.3 Does your system link with a variety of digital and analog dictation systems? Specify the systems. 1.4 Does your system stamp all entries by date and time? 1.5 Does your system include automatic translation of codes to data? For example: ICD-9-CM, ICD-10-CM CPT 4 NDC 1.6 Does your system include support and updates for the above vocabularies? 1.7 Does your system support local, regional, and national vocabularies, updates and enhancements? 1.8 Does your system include the integration of third party coding programs? Specify the programs. 1.9 Does your system include extensive error checking of all user input data, including, but not limited to: ICD-9 (Check diagnosis against gender, age, other as necessary) CPT procedure checking against diagnosis 1.10 Does your system do extensive date checking for validity as well as ensuring a valid chronological order of events (DX before treatment, scheduling after birth, etc.). 1.11 Does your system include an integrated standard nomenclature of clinical terms. 1.12 Does your system have the ability to print Multimodal data entry? 2. Demographics 3B 2.1 Has your system established, bi-directional HL7 interfaces for transmission of patient demographic data for registration and scheduling? 2.2 Does your system have the capability to import/create, review, update, and delete patient demographic information as well as other non-clinical information from the patient record? 2..3 Does your system have required fields in registration? 2..4 Does your system capture race and Ethnicity? 2..5 Does your system have panel assignments? 2..6 Does your system have Bureau of Primary care Required Data? Page 4 of 67 Not Available Development Developed Met Fully Custom Under Functional Requirements/Features 28B 3. Medical History 4B 3.1 Does your system support rapid capture of patient history and physical exam data? With Templates? Free form text? 3.2 Does your system allow the carry over of any patient history whether it is present/past illness, family history, social history, and "normal physical" (i.e. appendectomy scar) from one encounter to another? 3.3 Does your system for each new patient captures and stores risk factors. For example: Tobacco use and history including number of years and packs per day (PPD)? Alcohol use, history? Drug use, history? Occupational environment? Sexual history? 3.4 For each new patient, does your system capture and store the following social history elements: Marital status? Occupation? Religious preference? Socioeconomic status? Native language? Translator needed (Y/N)? 3.5 Does your system document the below hospitalization data. Admission and Discharge dates? Chief complaint? Admitting diagnosis / other diagnoses? Procedures performed? Discharge summary? Discharge disposition? 3.6 Does your system document all existing allergies, such as: Drug? Food? Drug-drug? Drug-food? Page 5 of 67 Not Available Development Developed Met Fully Custom Under Functional Requirements/Features 28B 3.7 Does your system capture history of received immunizations? 3.8 Does your system have the capability of linking or grouping records of other family members on file? 3.9 Does your system have the capability to capture and store genograms? 3.10 Does your system collect and store family history, including, but not limited to: History of chronic diseases, including date of diagnosis? Disease status? Family member functional status? If deceased, date and cause of death? 4. Current Health Data, Encounters, Health Risk Appraisal 5B 4.1 Does your system obtain test results by using vendor established HL7 interfaces? 4.2 Does your system have the capability to import/create, review, and amend information about the patient's condition obtained from laboratory, radiology/imaging, or other equipment or technology-related tests and/or procedures? 4.3 Does your system have the capability to capture and monitor patient health risk factors in a standard format? 4.4 Does your system displays encounter data using a problem-oriented format? 4.5 Does your systems support the capture, graphic display and plotting of growth chart information, as well as other forms requiring graphic representation? 4.6 Does your system have the capability of reproducing and displaying a variety of end user patient and treatment forms? 4.7 does your system have the capability to update other portions of the record with captured vital signs data. At minimum, the system collects: Height? Weight? Pulse? Temperature? Respiratory rate? Blood pressure (including multiples)? Different position blood pressure? 4.8 Does your system incorporate one or more accepted measure of functional level? 4.9 Does your system support at least one standard health status measure? 4.10 Does your system store automatic measurements of health status such as body mass index? 4.11 Does your system have the capability to import/create, review, update, and amend health data (objective and subjective) regarding the patient's current health status, including (as applicable): Page 6 of 67 Not Available Development Developed Met Fully Custom Under Functional Requirements/Features 28B Chief complaint? Onset of symptoms? Injury mechanism? Physical examination findings? Psychological and social assessment findings? 4.12 Does your system provide a flexible mechanism for retrieval of encounter information that can be organized in variety of views? For example: By name (last, first; first, last; etc.)? By date of birth? Chronological by encounter date? By diagnosis, problem, problem type? By chart number? By family group / linkage? 4.13 Does your system provide a flexible, user modifiable, search mechanism for retrieval of information captured during encounter documentation? 4.14 Does your system provide a mechanism to capture, review, or amend history of current illness? 4.15 Does your system ensure dynamic documentation during the encounter complying with all standard coding rules? 4.16 Does your system capture the following referral information: Type of referral? Date? Reason? Provider? 4.17 Does your system track consultations and referrals? 4.18 Does your system have the capability of printing consultations and referral forms matched to the patient's insurance information? 4.19 Does your system support the electronic submission of consultations and referral forms on- line? 4.20 Does your system have an integrated letter writing capabilities with mail merge functionality? 4.21 Does your system provide patients with a web portal to access and update allowed areas of their own record? 4.22 Does your system provide a proxy option for patients accessing a record via the web portal? 4.23 Does your system have BMI calculator? Page 7 of 67 Not Available Development Developed Met Fully Custom Under Functional Requirements/Features 28B 5. Encounter – Progress Notes 6B 5.1 Does your system record progress notes utilizing a combination of system default, providing customizable and provider-defined templates? 5.2 Does your system have the capability to automatically update other sections of the record with data entered in the progress note? 5.3 Does your system require that the progress note be electronically signed at the end of the encounter prior to being allowed to continue? 5.4 does your system allow physicians to save progress notes as "Update pending" to complete electronic signature at a later time? 5.5 Does your encounter - progress note template include a space for entering performed and planned procedures? Does It also include: Performed/planned Laboratory procedures? Diagnosis? Goals (provider's and patients) and follow-up plans? Medications prescribed? Patient education materials? Consultation/referrals? Patient condition or status? 5.6 Does your system include a progress note template that is problem oriented and can, at the user's option be linked to either a diagnosis or problem number? 5.7 Does your system have the capability of retrieving encounters by a variety of user-defined parameters? 5.7.5 Does the system automatically generate charge(s) for professional fee based on procedures or daily visit that are documented by the clinician? 5.8 Does the system enable standard phrases to be defined/contained in tables and used as pull down menus to reduce the key entry effort? 5.9 Does the system automatically capture the electronic signature and title of the person entering data and date/time stamps each transaction? 5.10 Does the system enable progress notes to be sorted for viewing in chronological or reverse chronological order by encounter date in relation to the active care plan? 5.11 Does the system apply security controls to progress notes to ensure that data cannot be deleted or altered except within the current session and by an authorized user? 5.12 Does the system include a medical terminology dictionary within the progress notes data entry module? 5.13 Does the system support the capability to automatically collect the data elements defined by the associated clinical practice guideline or order? Page 8 of 67 Not Available Development Developed Met Fully Custom Under Functional Requirements/Features 28B 5.14 Does your system provide checklists and drop down listings for the creation of progress notes with automatic generation of sentences? 5.15 Does your system allow dentists to record completed and planned work by tooth? 5.16 Does your system allows patient search by name, inmate #, MR #, DOB, SSN, etc? 5.17 Can your system calculate prenatal client's EDD (estimated due date) and trimester of pregnancy based on entry of LMP (last menstrual period)? 5.18 Does your system have documentation for supervision (MLPs and residents) templates exam with free test option? 5.19 Does your system have downloadable images? 5.20 Does your system adaptable to multiple subspecialties? 6. Problem Lists 7B 6.1 Does your system provide a problem status for each shown problem? 6.2 Does the system organize applicable patient data into comprehensive problem summary lists? 6.3 Does the system provide problem descriptions based on standard vocabularies? 6.4 Does the system separate resolved and unresolved problems? 6.5 Does the system allow clinicians to identify and record new patient problems as well as the current status of existing problems? 6.6 Does the system expand the problem summary list on demand? 6.7 Does the system enable the monitoring of health risk factors? 6.8 Does the system update the active problem list from relevant data in the progress note? 6.9 Does the system record the patient's current health status collected in a standard format? 6.10 When capturing problem information, does the system capture: Diagnosis / problem date(s)? Severity of illness? 6.11 For each problem, does the system have the capability to create, review, or amend information regarding a change on the status of a problem to include, but not be limited to, the date the change was first noticed or diagnosed? 6.12 Does the system archive problems complete with status history? 6.13 Does the system continually update the diagnosis/problem lists with the capture of each new piece of patient data in any module? 6.14 Does the system automatically link problems with order and results? 6.15 Does the system automatically update the problem summary lists using approved rules- based guidelines? 6.16 Does the system have the capability of allowing the display of past interventions, hospitalizations, diagnostic procedures, and therapies for review at the option of the provider? Page 9 of 67 Not Available Development Developed Met Fully Custom Under Functional Requirements/Features 28B 6.17 Dopes the system meet RBRVS/E&M documentation and coding guidelines? 6.18 Does the system automatically update the problem summary lists upon detecting changes made to multi-disciplinary guidelines? 6.19 Does your system allow providers to modify problem list? 7. Clinical Practice Guidelines (CPG) 8B 7.1 Does the system include standard Clinical Practice Guidelines (CPG) from the National Guideline Clearinghouse, a public resource for evidence-based clinical practice guidelines. NGC is sponsored by the Agency for Healthcare Research and Quality (formerly the Agency for Health Care Policy and Research)? 7.2 Does the system have the capability of allowing initial authoring and revising of clinical practice guidelines? 7.3 Does the system allow linkages from the CPG to other system modules? 7.4 Does the CPG module import/create the facility for rapid documentation of the patient's progress along the CPG's phases? 7.5 Is the format utilized by the guideline for documenting, intuitive, easy to use, and user customizable? 7.6 Does the CPG module utilize pull down menus and check boxes to speed up data entry? 7.7 Optionally, can the CPG module be populated by data entered elsewhere in the system? 7.8 Does the system allow reporting and analysis of any / all components included in the CPG The performance measures that will be used to monitor the attainment of objectives? The quantitative and qualitative data to be collected? Performance metrics? Collection means and origin of data to be evaluated? 7.9 The system allows the provider or other authorized user to override any or all parts of the guideline. 8. Care Plan 9B 8.1 Does the system have the capability to import/create, review, and amend information about the desired single or multi-disciplinary long / short term goals and objectives that will be accompanied by the care plan? 8.2 Does the system have the capability to import/create, review, and amend information about the proposed set of single or multi-disciplinary care plan options that are based upon expected outcomes? 8.3 Does the system have the capability to import/create, review, and amend information about: The provider's explanation and the patient's or patient representative's understanding of the recommended and/or alternative care plan options? The medical orders, which authorize the execution of the selected, care plan? The collection of specimens (body fluids, tissue, etc.) from the patient to be used for diagnostic or treatment purposes? Page 10 of 67 Not Available Development Developed Met Fully Custom Under Functional Requirements/Features 28B The actions taken to safeguard the patient to avert the occurrence of morbidity, trauma, infection, or condition deterioration? 9. Prevention 10B 9.1 Does the system have the capability to display prevention prompts on the summary display? 9.2 Does the system provide an "at a glance" summary view of the patient's health maintenance record? 9.3 Does the system allow interactive prevention status documentation. At minimum: Date addressed? Result? Reasons for not performed? Where performed? 9.4 Does the system include user-modifiable health maintenance templates? 9.5 Does the system include a patient tracking and reminder capability (patient follow-up)? 9.6 Does the system allow the graphing of pertinent data into flow sheets for presentation/display? 9.7 Does the system include the incorporation of immunization protocols: Universal child? Universal adult? Specific foreign travel? 10. Patient Education 11B 10 1 Does the system have the capability to create, review, update, or delete patient education materials? 10.2 Does the system have the capability of providing printed patient education materials in culturally appropriate languages on demand or automatically at the end of the encounter? 10.3 Does the system include the capability to develop patient instructions for a broad range of treatments and services delivered by providers. Examples: Care of wound? Exercise regimen? Diet guidelines? Administration and care of medications? 10.4 Does the system allow patient instructions to be selected from a pull down list? 10.5 Does the system import patient education material from other systems/external web sites. Stores full content from external source? Stores URL link to web site only? Page 11 of 67 Not Available Development Developed Met Fully Custom Under Functional Requirements/Features 28B Stores full URL link with article ID? 10.6 Does the system allow user modifications to instructions to suit individual patient needs without altering the original content? 10.7 Does the system enable the linkage of patient instructions to care plans/care maps/ practice guidelines/orders, enabling automatic printing? 10.8 Does the system allow patient instructions to be printed on demand independent of care plans/care maps/guidelines/orders? 10.9 Does the system provide a web portal for patients to review targeted content? 10.10 Does the system include the facility to create a directory of information for patient support groups and to include any applicable support group information in the instructions? 10.11 Does your system make Krames material available for patients? 11. Alerts 12B 11.1 Does the system include user customizable alert screens / messages, enabling capture of alert details, including, but not being limited to: Text describing the alert? Date and time of the alert? 11.2 Does the system print an alert on demand? 11.3 Does the system have the capability of forwarding the alert to a specific provider(s) or other authorized users via secure electronic mail or by other means of secure electronic communications? 11.4 Does the system alert overdue orders? 11.5 Does the system e-mail reminders to patients? 12. Orders 13B 12.1 Does the system include an on-line electronic order entry module that has an established, bi-directional HL7 interface? 12.2 Does the system route orders based on payer/insurance plan? 12.3 Does the system have the capability to print orders? 12.4 Does the system have the capability to fax orders? 12.5 Does the system have the capability to require that all orders be digitally signed at the completion of each order? 12.6 Does the system support a counter signature process? 12.7 Does the system provide fields to document authorizing providers? 12.8 Does the system accept orders from multiple locations? 12.9 Does the system link orders with diagnosis and/or problem lists? 12.10 Does the system have the capability to assign and display an order number for active, hold, and pending orders? Page 12 of 67 Not Available Development Developed Met Fully Custom Under Functional Requirements/Features 28B 12.11 During the order entry process, does the system have the capability to require the user to acknowledge an error and/or alert message prior to being allowed to continue with the data entry function? 12.12 Does the system allow the user to accept, override, or cancel an order? 12.13 Does the system require the user to enter a justification for overriding, changing, or canceling an order prior to be allowed to continue? 12.14 Does the system include the visual indication of orders in need of review? 12.15 Does the system detect and display duplicate orders issuing visual and auditory warnings, and allows the user to override the warning after entering a justification for the override? 12.16 Does the system include the capability to: Define order sets for each provider or service department? Contain all information specific to one order in one display screen? Include a pull-down list of all order departments to enable multiple orders? Include a user-configurable / customizable pull-down list of tests and services from which to place one or more orders? 12.17 Does the system have the capability of displaying the most commonly used orders to assist in order placement? 12.18 Does the system display all order sets including components, by any of the following: By procedure? By provider? By diagnosis? By date? 12.19 does the system have the capability to specify/display exploding orders? 12.20 Does the system have the capability to enable selected orders to be recurring orders? 12.21 Does the system include an order inquiry mechanism to allow providers to inquire on the details of an order? 12.22 Is the order inquiry function accessible within the order entry flow before the session is terminated? 12.23 Can an order, at the user's option, display all the detail data associated with the order, including demographics, order parameters, electronic signatures, and order status? 12.24 Can the system recommend alternative orders? 12.25 Can the system display order summaries on demand to allow the clinician to review/correct all orders prior to transmitting/printing the orders for processing by the receiving entity? 13. Results 14B 13.1 Does the system accept results via an established bi-directional HL7 interface? Page 13 of 67 Not Available Development Developed Met Fully Custom Under Functional Requirements/Features 28B 13.2 Does the system include an intuitive, user customizable results entry screen linked to orders? 13.3 Does the system display results in a customizable, intuitive, and flexible format? 13.3.5 Does the system allow authorized users to copy selected results into a note? 13.4 When displaying results, does the system, at a minimum, display the patient name, date and time of order, date and time results were last updated, as well as any alerts identifying changes/amendments to the test or procedure, and test name? 13.5 Are returned results grouped by encounter? 13.6 Does the system support order panels that generate multiple orders with a single selection? 13.7 Does the system use visual cues to highlight abnormal results? 13.8 Is the system able to receive and display results of diagnostic testing and flag abnormalities? (Lab, Rad, EKG) 13.9 Does your system generate letters/reports for CMR? 14. Medications 15B 14.1 Does the medication module include access to the National Drug Classification (NDC) database? 14.2 Does the system store common prescriptions for quick entry? 14.3 Does the system support multiple drug formularies and prescribing guidelines relevant to the patient's insurance coverage? 14.4 Does the vendor maintain and regularly updates drug formularies from insurance companies 14.5 Does the system recognize and recommend age and weight appropriate dosages? 14.6 Does the system have the ability to update the progress note with prescription information? 14.7 Does the system allow the provider the ability to document the effectiveness or ineffectiveness of a medication? 14.8 Does the system store refill and repeat prescription information? 14.9 Does the system allow storage of prescription data for retrieval by any or the following: Drug name? Drug code number (NDC)? Amount prescribed? Schedule? 14.10 Does the system provide the following drug/prescription order information: Drug contraindication? Active problem interactions? Check that appropriate studies are obtained? Page 14 of 67 Not Available Development Developed Met Fully Custom Under Functional Requirements/Features 28B 14.11 Does the system provide extensive drug interaction information: Drug-drug? Drug-allergy? Drug-food? Drug-symptom? 14.12 Does the system provide extensive drug interaction information not just for specific drugs, but for drug classifications as well? 14.13 Does the system allow the provider the ability to prioritize / rank the importance of the interactions and/or warnings? 14.14 Does your system do Medication Reconciliation? 14.15 Does your system do Electronic prescribing? 14.16 What other systems does your system work with for e-prescribing? 16. Decision Support 16B 16.1 Does the system include access to medical research and literature databases such as MEDLINE, JAMA, GRATEFUL MED, and others? 16.2 Does the system utilize health data from all sections of the chart to provide decision support to providers? 16.3 Does the system trigger alerts to providers when individual documented data indicates that critical interventions may be required? 16.4 Does the system automatically triggers an alert upon documentation of a diagnoses or event required to be reportable to outside agencies including the Centers for Disease Control and Prevention (CDC) and State health and mental hygiene departments? 16.5 Does the system automatically trigger and alert upon documentation of patient health data for a member of an existing medical registry or disease management program? 16.6 Are the system's alert/reminder functions driven by appropriate multi-disciplinary clinical guidelines? 16.7 Does the system allow customized studies to be performed utilizing individual and group health data from the electronic record? 16.8 Does the system incorporate preventive medicine questionnaires to be completed by clinicians and if applicable, patients, during the encounter? 17. Disease Management/ Clinical Registries 17B 17.1 Does the system support disease management registries by: Allowing patient tracking and follow-up based on user defined diagnoses? Integrating all patient information within the system? Providing a longitudinal view of the patient medical history? Providing intuitive access to patient treatments and outcomes? Page 15 of 67 Not Available Development Developed Met Fully Custom Under Functional Requirements/Features 28B 17.2 Does the system automatically identify all high-risk patients and notify clinical staff for preventive care? 17.3 Does the system utilize user authored and/or third party developed clinical guidelines for disease and registry management? 17.4 Does the system track / provide reminders and validates care process? 17.5 Does the system generate follow-up letters to physicians, consultants, external sources, and patients based on a variety of parameters such as date, time since last event, etc. for the purpose of collecting health data and functional status for the purpose of updating the patient's record? 17.6 Does the system link Disease Management functions to all other sections of the EMR? 17.7 Does your system integrate with "Ii2i Tracks"? 18. Technical 18B 18.1 Does the system auto-populate user defined data fields with patient demographics at the time of order or request? 18.2 Is the system scalable to thousands of concurrent users working with a single database server/repository? 18.3 Does the system incorporate a consistent user interface for data entry independent of the platform? 18.4 Does the system support a variety of input modalities such as voice recognition, touch screen, mouse, keyboard, etc.? 18.5 Is the system CCOW enabled for single sign on functionality? 18.6 Does the system support remote system monitoring technology? 18.7 Does the system support an industry standard locking mechanism to prevent unauthorized updates? 18.8 Does the system support and implements system redundancy / fault tolerance? 18.9 Does the system log all transactions processing and archiving? 18.10 Does the system provide physician specific screens such as pre-formatted order sets, discharge notes, encounter forms, and Patient consents? 18.11 Does the system support remote access to patient records and discharge records with ability to retrieve data and sign/cosign orders? 18.12 Can the system contact a physician by email/alpha-numeric pager/fax/phone/PDA when a consult is complete? 18.13 Does the system provide the ability to authenticate records or add signatures to portions of records where such a requirement for specified physicians (Attending/Residents), consultation, or on-call? 18.14 Does the system provide notification of user defined alert values/messages via alphanumeric pager, email/fax/phone/PDA? Page 16 of 67 Not Available Development Developed Met Fully Custom Under Functional Requirements/Features 28B 18.15 Admitting Does the system have the ability to display a list of patients associated with physician accessing system, to include Associations of, Attending, Consulting, Referring, Resident, other care givers? 18.16 Does your system allow scanned documents to be integrated? 19. Clinical IT Data Dictionary 19B 19.1 Is the system structured to support skeleton-to-robust HER? 19.2 Does the system provide attributes for each data element; supports all data types? 19.3 Does the system allow for new user created fields. Describe the number and the extent available? 19.4 Does the system support static/dynamic data element relationship? 20. Implementation and Support 20B 20.1 Does the implementation effort begin with the development of a comprehensive 29B implementation plan developed jointly with the end user? 20.2 Does the implementation include a staff-training phase? 30B 20.3 Does the system package include support and maintenance of application software and 31B application system upgrades? Narrative Functional Requirements/Features 32B 21. Miscellaneous Requirements 1. Describe how your solution helps with medication reconciliation requirements specified by the Joint Commission for Accreditation of Healthcare Organizations. 2. Describe how you address consistency in medical terminology and content. 3. Describe how you identify the sources of medical or compliance content included with your application (i.e.: drug database, formulary database, medical necessity rules etc). How often is each updated and how do updates occur? 4. Describe how your application can be altered to support the way individual physicians prefer to work and interact with the system. Page 17 of 67 Narrative Functional Requirements/Features 32B 5. Describe the alternatives available to physicians for data input. If dictation is supported, what third party products are required. 6. Describe the system functionality associated with teaching and residency programs. 7. Describe how your system is customized for physician preferences. Does this require vendor support and dollars to accomplish? 8. Describe the reporting capabilities of your application. 9. Describe how does your ambulatory EMR lend itself to improving the work flow for support staff as well as the physicians. 10. Describe how the system supports work teams, call coverage, and transition of providers from one location to another. 11. Describe what support is available for validating formulary compliance with patient prescription coverage. 12. Describe the clinical decision support capabilities available in the system for both prescribed medications and diagnostic orders. 13. . Describe how your software automatically manages the medication list as medications are added, changed, or discontinued 14. Describe how does your solution support best practices in health maintenance. 15. Describe how your application supports chronic care management. 16. Describe how the system manages encounters for patients presenting with multiple medical conditions. Please explain, outlining physician workflow, billing, and staff workflow implications. 17. Describe the system workflow for encounters where patients present for a specific reason for encounter and then introduce a second or third condition midway through the encounter. 18. Describe the process by which documentation templates or forms are delivered both initially and over time. Page 18 of 67 Narrative Functional Requirements/Features 32B 19. Describe how our organization can customize documentation templates. Is vendor assistance required? If so, at what cost? 20. Describe how your software automatically updates the current problem list as new diagnoses are added to the record. 21. Describe how your application supports the process for checking medical necessity for diagnostic orders. 22. Describe how you support orders for a single patient that must be routed to multiple ancillary providers. 23. Describe how you manage Advanced Beneficiary Notices (ABN) for medical necessity requirements. SECURITY / COMPLIANCE Response Key: A = Available/Installed, C = Can be Custom Developed, F = Future 21B Release, N = Not Available APPLICATION FUNCTIONAL Response Comments SPECIFICATIONS Key Cross Reference Do all applications comply with HIPAA 2083. regulations including interfaces (both inbound and outbound) and transactions code sets? 2084. Will software upgrades be HIPAA compliant? Are software upgrades driven by HIPAA rules 2085. included in annual Maintenance fees? Is the Health information encrypted when 2086. transmitted using internet technologies and the identities of the sender and receiver authenticated? Does the system provide support of open system 2088. standards such as LDAP authentication and authorization control? 2089. Do idle screens have timeout capabilities? Page 19 of 67 SECURITY / COMPLIANCE Response Key: A = Available/Installed, C = Can be Custom Developed, F = Future 21B Release, N = Not Available APPLICATION FUNCTIONAL Response Comments SPECIFICATIONS Key Cross Reference Are you forced to change passwords and if so how 2090. often? Can access be restricted by day of week and times 2091. within day? 2092. Can access be restricted by workstation? Does the system keep track of all unsuccessfully logons and locks out users after "x" number of 2093. unsuccessful attempts a defined by the system administrator? Does the system have the ability to administer and display security ownership via employee name, 2094. location, social security number, and assigned functionality? Describe any system alerts, if any, that are created 2095. when security violations are identified? Does the system provide multiple Security level 2096. access based on user sign on? Does the system capture audit trials of all system 2097. access including what, by whom, when, from where? Does the system support electronic signatures for 2098. authentication of orders and data entry? Does the system alert users to the fact that all 2099. access is being recorded for confidentiality purposes? Does the system have the ability to specify facility 2100. access rights by users allowing some users access to all facilities and others access to one facility? Can security be established at the 2101. function/screen/data element level? Are menus provided that display functions 2102. authorized for users as well as user assigned specific functions? Page 20 of 67 SECURITY / COMPLIANCE Response Key: A = Available/Installed, C = Can be Custom Developed, F = Future 21B Release, N = Not Available APPLICATION FUNCTIONAL Response Comments SPECIFICATIONS Key Cross Reference Can the user restrict/control access to sensitive 2103. data, based on log in access level? Is encryption provided where appropriate when 2104. communicating outside of the trusted network? Does the system have the ability to set up 2105. different security for maintaining tables, dictionaries, and screens? Can the users have access to inpatients by current 2106. medical services? Does the system have the ability to establish and 2107. define security privileges based on "roles" for users? Does the system provide audit/exception reporting 2108. of unassigned accesses or updates? Any access to any part of the system by nonusers, 2109. e.g. visitors in patient room or patient can be prevented? Does the system provide multiple levels of 2110. security from network level to screen level? Can any module be accessed from any 2111. workstation given the proper security rights? Does the system have the capability of being 2112. accessed remotely for trouble-shooting, monitoring, and prevention? Is the security module capable of accepting and 2113. maintaining unlimited users? Does the system allow users to choose and change 2114. their own password? Does the system require password field to be a set 2115. number of alphanumeric characters and is case sensitive? Can you reactivate a deactivated user if they 2116. return to institution? Page 21 of 67 SECURITY / COMPLIANCE Response Key: A = Available/Installed, C = Can be Custom Developed, F = Future 21B Release, N = Not Available APPLICATION FUNCTIONAL Response Comments SPECIFICATIONS Key Cross Reference Does the system generate error logs on a 2117. consistent basis? Is the system able to interface with all ACMC 2118. legacy systems.? Does the system support the use of additional user authentication devices such as smart cards and 2119. biometric identifiers, in combination to the user manually entering his/her username and password? Are usernames unique and represent only one 2120. user? Can usernames be comprised of alphabetic or 2121. numeric characters? Is there sufficient field length for usernames that 2122. permits organization to utilize a naming convention that ensures uniqueness? Is there a limitation on maximum password 2123. length? Can the security administrator specify a minimum 2124. password length that can be enforced at the system level? Can the security administrator specify a minimum 2125. password length enforced at the user level? Does the system allow privileged users the ability 2126. to reset passwords for other users? Does your system permit the organization to determine at the system level if users' passwords 2127. are pre-expired and the users are forced to change their passwords upon initial log in or when the password has been reset? Can the organization determine at the user level if the user's password is pre-expired and the user is 2128. forced to change his password upon initial log in or when the password has been reset? Page 22 of 67 SECURITY / COMPLIANCE Response Key: A = Available/Installed, C = Can be Custom Developed, F = Future 21B Release, N = Not Available APPLICATION FUNCTIONAL Response Comments SPECIFICATIONS Key Cross Reference Does the system allow the organization to 2129. determine at the system level the lifetime in days of user's passwords? Is the organization allowed to determine at the 2130. user level the lifetime in days of a user's password? Is there a history database that prevents reuse of 2131. passwords? Are users deleted, which prevents the reuse of 2132. usernames? Is there a message displayed upon denial of access 2133. due to invalid username or password? Can user accounts be automatically disabled after 2134. a predetermined, system-defined number of consecutive invalid attempts? 2135. Can user accounts be disabled real-time? Does the system provide a system-defined period 2136. of time after which an unused user account is disabled? Does the system have the ability to accommodate 2137. a third party, single sign-on solution vendor? 2145. Are there audit trails by address of PC used? Are the audit trails with the reason for 2146. unsuccessful attempts? 2147. Are there audit trails by username? 2148. Are there audit trails date/time of system access? Does the system log the number of unsuccessful 2149. log in attempts? Does the system have the functionality that allows 2153. a user to end an application quickly and change to another user? Page 23 of 67 SECURITY / COMPLIANCE Response Key: A = Available/Installed, C = Can be Custom Developed, F = Future 21B Release, N = Not Available APPLICATION FUNCTIONAL Response Comments SPECIFICATIONS Key Cross Reference Does the system have position-level security logic to set permissions to access an application (or task 2154. within an application, or a task group) based on a user's position? It is defined for every user of the system? Can a user be assigned to a position through a maintenance tool? Can this be restricted to users with appropriate privileges? A user's position should be designed to include all the tasks that might be needed to perform his/her job. Can multiple users be associated with a single position, which aids in the maintenance of your security profiles? Can positions be created as reference data? Employee position assignments within the 2155. system may or may not be similar to employee titles within an organization. Possible positions include: Staff Physician RN Nurse Assistant Pharmacist Pharmacy Tech Radiologist Attending House staff Physician assistant ARNP Can each clinical application enforce logic to 2156. determine the user's right to access the patient's chart? Can a site choose to determine specific encounters or encounter types that require additional security 2157. logic? For example, psychiatric visits, child abuse cases, etc. Page 24 of 67 SECURITY / COMPLIANCE Response Key: A = Available/Installed, C = Can be Custom Developed, F = Future 21B Release, N = Not Available APPLICATION FUNCTIONAL Response Comments SPECIFICATIONS Key Cross Reference Can the system compare the confidentiality level of person associated with the username at the time he/she is entered into the system, and the 2158. confidentiality level of the patient and/or the encounter set at the time of registration, to determine if the user can view information regarding the patient or a specific encounter? Can security be restricted to an organization that 2159. may be a physician's office, hospital, nursing station, clinic, etc? Is each patient encounter associated with an 2160. organization? To determine if a user is able to view a patient's encounter, can the system check to see if the user 2161. is associated with that organization with which the encounter is associated? If no association is located, can the system not 2162. display any information regarding that encounter, including display of the encounter's existence? Does the system support electronic signature for 2170. authentication of ordered and data entry? Page 25 of 67 CLINICAL DATA REPOSITORY 44B CLINICAL DATA REPOSITORY Response Key: A = Available/Installed, C = Can be Custom Developed, F = Future 22B Release, N = Not Available APPLICATION FUNCTIONAL Response Comments SPECIFICATIONS Key Cross Reference Does the system provide a Clinical Data Repository that 2176. supports three-tiered client-server architecture? Does the system allow for data to be used by internal decision support tools or knowledge system utilizing a 2177. variety of alert mechanism such as email, beeper, reports, etc? Does the system provide for the following Reporting Capabilities? 2178. a) Standard Reports 2179. b) Graphical Reports 2180. c) Histograms 2181. d) Ad-hoc Reporting Capabilities 2182. e) Report Exporting formats such as: 2183. 1) FTP 2184. 2) E-Mail f) File Formats such as Txt, .XLS, .MDB, 2185. and DBF 2186. g) Printing Options such as: 2187. 1) Excel 2188. 2) PDF 2189. 3) Word 2190. h) Drill down capabilities 2191. i) Filtering 2192. j) Sorting options. 2193. k) Statistical Modeling 2194. l) Web-enabled Reporting 2195. m) Meta-Data Page 26 of 67 CLINICAL DATA REPOSITORY Response Key: A = Available/Installed, C = Can be Custom Developed, F = Future 22B Release, N = Not Available APPLICATION FUNCTIONAL Response Comments SPECIFICATIONS Key Cross Reference Does the system provide Benchmarking 2196. Capability (Ability to import from other sources e.g. AHCA)? Does the system provide the ability to chart 2197. and/or graph clinical information? Does the system provide the ability to hyperlink 2198. to JHS as well a Departmental Policies and Procedure Manuals? Does the system provide for the following Interfacing Capabilities: 2199. a) Access to Legacy Systems b) Database Connectivity: ADO, 2200. ODBC, 2201. c) Interface Protocols: XML, HL7 Does the system have an interface engine? If so, 2202. what product or vendor? Page 27 of 67 TECHNICAL 45B HARDWARE AND OPERATING SYSTEM SOFTWARE QUESTIONS 23B GENERAL: 36B In a non-hosted environment, provide the following information: 1. Use TABLE 1 "PROPOSED HARDWARE CONFIGURATION" to itemize the proposed hardware. You may attach a separate configuration, provided it contains all information requested in TABLE 1. Provide UPS requirements. Attach the hardware schematic and footprint. 2. Describe other hardware platforms that may also support the proposed system and indicate reasons for your primary solution. Using the configuration proposed in the response to question 1: 3. How many devices (PCs, terminals and printers) can be added to the proposed configuration before additional hardware is required? 4. How many devices can be added before degradation of the system becomes obvious to the user? 5. Describe how the proposed hardware will be improved and expanded to accommodate growth. 6. What is the maximum number of devices and users the system can accommodate simultaneously without any system degradation? 7. Specify the disk storage requirements for five years of online data retention. 8. Describe the delivery and installation of hardware and operating system software and note the responsible parties. 9. Describe the process required to relocate a terminal or PC after installation. What application modifications will need to be made? 10. Describe the method and procedures for maintaining and troubleshooting proposed hardware and note the responsible parties. 11. Use TABLE 2 "SYSTEM SOFTWARE" to identify all operating system, database management and utilities software. 12. Is the source code available for purchase? If purchased, will the source code be delivered with the application software? What Language(s) is the proposed system written in? Will any changes to the source code made by JMH void any warranties or guarantees? 13. List any software, which may not be installed on the same CPU as the proposed application software. Include packages, languages, and utilities. Page 28 of 67 14. Discuss the architecture of the proposed system as it relates to growth, stability and performance balancing. If it is necessary to distribute applications between or among CPU's, describe how this is accomplished. Are any proprietary modifications of the proposed system necessary in order to accommodate growth? 15. What types of power protection are recommended for this system? Why? Describe the impact on the application in the event of a power failure or power surge. 16. Define response time as it relates to the proposed system. Estimate the following times in a typical operating environment. What is the average response time for a database inquiry? What is the average response time for a database update? What is the average response time for a retrieval of portions of the patient record? What is the average response time for a retrieval of the entire patient record? What is the average time to log in to the system? 17. Identify situations where stated response times would not be met. 18. Identify any applications that will degrade the proposed system, and therefore, must be run at off peak hours. 19. Describe how your software is stored and maintained on the proposed system and how you manage your change control. 20. Describe the steps involved in implementing a new release of your product. 21. Describe any system management tools you provide to help the client monitor and control the technical aspects o your system. Communications: 23. Identify the network management software (if any), which will support the proposed system. 24. Identify the type and bandwidth of communication lines required to support the proposed system as configured for our environment as described in the overview. 25. Identify any communication software or protocols, available from the hardware vendor, which may not be utilized in conjunction with the propose system. INTERFACES: 37B 26. Identify all communication protocols the proposed system interfaces will support, e.g., asynchronous, SNA, LU 6.2, LAT, TCP/IP, IPX, etc. 27. Describe how transmission and data integrity errors are detected and handled by the interfaces. Page 29 of 67 28. Describe the recovery mechanisms that are available for re-transmission of any interface transactions. 29. Do the proposed interfaces include store and forward capabilities? 30. When a receiving system interface is down for an extended period of time, or there is a power failure or power surge, what system limits exist for the amount of queued interface data. STORAGE AND BACKUP: 38B 31. What type of storage technology is recommended for use in the proposed configuration? 32. Can the proposed system use a shared storage system like a Storage Area Network? If so, what manufacturers and configurations are approved for use? 33. Can the proposed system use a shared data backup device? If so, what manufacturers and configurations are approved for use? 34. Describe the recommended backup strategy. Identify the software utilized to perform system backups. Estimate the amount of time and identify the storage media necessary to perform and store daily, weekly and monthly backups. Identify any proprietary modifications, to the proposed system, associated with this procedure. 35. Does the recommended backup procedure require the application system to be down? If not, how does the backup procedure affect system performance? 36. Does the backup procedure lock records, files or applications? RECOVERY/RESTORE: 37. Describe the recommended recovery and restore procedure utilizing daily, weekly and monthly backups. Identify the software utilized to perform system recovery and restore. Does the restore procedure allow for the selective recovery of transactions, individual files and disks? Identify any proprietary modifications associated with this procedure. Page 30 of 67 TABLE 1 "PROPOSED HARDWARE CONFIGURATION" VENDOR NAME ______________________________________________ MODEL HARDWARE ITEM MANUFACTURER FUNCTION QUANTITY # CPU(s) Storage System Backup System Tape Drives Printers Personal Computers Terminals Scanners Communication Equipment Network Electronics Other, List Below Page 31 of 67 TABLE 2 "SYSTEM SOFTWARE" VENDOR NAME ___________________________________________ SOFTWARE VERSION PUBLISHER Page 32 of 67 TABLE 3 "ENVIRONMENTAL CONSIDERATIONS" VENDOR NAME __________________________________________ ENVIRONMENTAL VENDOR SOLUTION RECOMMEND CONSIDERATION SOURCE Heating Ventilation Cooling Humidification/Dehumidification Electrical Requirements UPS Cabling Fire Prevention Noise Suppression Flooring Other, List Below: Page 33 of 67 INSTRUCTIONS TO VENDORS ACRONYM AND TERM GLOSSARY ACMC Alameda County Medical Center OSHPD Office of Statewide Health Planning & Development RFP Request for Proposal ACMC CONTACTS All questions regarding these specifications, terms and conditions are to be submitted in writing, via email before 4:00pm PST on September 8, 2009 to: Nancy McAdoo Director, Contracting Services Email: firstname.lastname@example.com 0H CALENDAR OF EVENTS Event Date Request Issued August 24, 2009 Written Questions Due September 8, 2009 Addendum Issued September 14, 2009 Response Due September 21, 2009 Evaluation Period September 22 – October 31, 2009 Contract Start Date TBD Note: Award and start dates are approximate. The Addendum to this RFP will be posted on the ACMC website ( www.acmedctr.org), under 1H Doing Business with us on the date specified above. It is the responsibility of each bidder to be familiar with all of the specifications, terms and conditions and the site condition. By the submission of a bid, the bidder certifies that if awarded a contract they will make no claim against ACMC based upon ignorance of conditions or misunderstanding of the specifications. Page 34 of 67 SUBMITTAL OF PROPOSALS A. Returned responses must be received at the Healthcare Contracting Department of the Alameda County Medical Center BEFORE 4:00 p.m. on the due date specified above. B. Vendors are to submit one (1) original plus three (3) hard copies of their proposal. The original proposal is to be clearly marked and is to be either loose leaf or in a 3-ring binder, not bound. In addition, electronic copies in MS Word format must be provided on individual compact disks (CDs). C. Proposals are to be addressed as follows: RFP No. ACMCNM09-2 Alameda County Medical Center Healthcare Contracting Department Attention: Nancy McAdoo Director, Contracting Services 1411 E. 31st Street, B Wing – 4th Floor Oakland, CA 94602 D. Vendor's name and return address must also appear on the envelope. E. Responses will be received only at the address shown above, and prior to the time indicated. Any response received at or after said time and/or date or at a place other than the stated address cannot be considered and will be returned to the vendor unopened. F. No telegraphic or facsimile proposals will be considered. G. All responses, whether delivered by an employee of the vendor, U.S. Postal Service, courier or package delivery service, must be received and time stamped. Vendor must email or fax date/time stamp to ACMC, Healthcare Contracting at (510) 535-7542 for U.S. Postal Service, courier or package delivery services. Otherwise, the ACMC Purchasing Department's timestamp shall be considered the official timepiece for the purpose of establishing the actual receipt of proposals. H. Vendor agrees and acknowledges all RFI specifications, terms and conditions and indicates ability to perform by submission of a reply. I. Submitted responses shall be valid for a minimum period of six (6) months. J. All costs required for the preparation and submission of a bid shall be borne by the Vendor. Page 35 of 67 K. Only one response will be accepted from any one person, partnership, corporation, or other entity; however, several alternatives may be included in one response. L. It is the responsibility of the vendors to identify information in their responses that they consider to be confidential under the California Public Records Act. To the extent that ACMC agrees with that designation, such information will be held in confidence whenever possible. All other information will be considered public. M. ACMC has the right to decline any response. RESPONSE FORMAT A. Proposals are to be straightforward, clear, concise and specific to the information requested. B. In order for requests to be considered complete Vendors must provide all information requested. RESPONSE CONTENT/SUBMITTALS A. Vendor responses must be signed in ink as set forth in this subsection. Include evidence that the person or persons signing the Proposal are authorized to execute the Proposal on behalf of the Vendor B. Vendors shall follow the requirements set forth below. Any material deviation from these requirements may be cause for rejection of the Proposal, as determined in ACMC's discretion. All items listed below are required to be submitted in each RFI response. The content and sequence of each proposal shall be as follows: 1. Title Page: Show RFI number and title, your company name and address, name of the contact person, telephone number and proposal date. 2. Table of Contents: Bid responses shall include a table of contents listing the individual sections of the quotation/proposal and their corresponding page numbers. Tabs should separate each of the individual sections. 3. Cover Letter: Bid responses shall include a cover letter describing the Vendor and include all of the following: a.) The official name of the Vendor b.) The Vendors organizational structure (e.g. corporation, partnership, limited liability company, etc.); Page 36 of 67 c.) The jurisdiction in which the Vendor is organized and the date of such organization; d.) The address of the Vendor's headquarters and of any local office of the Vendor involved in the bid proposal/quotation; e.) The Vendor's Federal Tax Identification Number; f.) The name, address, telephone, fax numbers and e-mail address of the person(s) who will serve as the contact(s) with ACMC, with authorization to make representations on behalf of and to bind the Vendor; g.) A representation that the Vendor is in good standing in the State of California and has all necessary licenses, permits, certifications, approvals and authorizations necessary in order to perform all of the Vendor's obligations in connection with this RFI. h.) An acceptance of all conditions and requirements contained in this RFI. 4. Letter of Transmittal: Responses shall include a description of approach to service in one or two pages stating the understanding of the work to be done and a positive commitment to perform the work as specified. 5. Executive Summary: A brief synopsis of the highlights of the proposal and overall benefits of the proposal to ACMC. This synopsis should not exceed three pages in length and should be easily understood. 6. Vendor's Qualifications and Experience A description of the capabilities of the Vendor that pertain to this RFP. This description should not exceed five pages and should include a detailed summary of the Vendor's experience relative to RFP requirements described herein, including references. Vendors with less than three years of relevant experience may be disqualified. 7. Financial Statements Responses are to include any or all of the following information upon request prior to award: - Audited financial statements for the past three (3) years; or - Company's most recent Form 10-K; or Unaudited financial statements for the past three (3) years; or Company's most recent Dun & Bradstreet Supplier Evaluation Report; or Federal income tax returns for the past three (3) years. Page 37 of 67 EVALUATION CRITERIA/SELECTION COMMITTEE If you are a current vendor of ACMC you may skip to section "EVALUATION CRITERIA/SELECTION COMMITTEE" All Proposals will be evaluated by the ACMC Selection Committee. The ACMC Selection Committee will be composed of departmental staff and other parties with expertise or experience in Ambulatory Care. The Selection Committee will select a Vendor in accordance with the specific & general requirements and evaluation criteria set forth in this RFI. The evaluation of the Proposals shall be within the sole judgment and discretion of the ACMC Selection Committee. The ACMC Selection Committee will evaluate each Proposal meeting the qualification requirements set forth in this RFI. Vendors should bear in mind that any Proposal that is unrealistic in terms of the technical or schedule commitments, or unrealistically high or low in cost, will be deemed reflective of an inherent lack of technical competence or indicative of a failure to comprehend the complexity and risk of ACMC's requirements as set forth in this RFI. The basic information that each section should contain is specified below, these specifications should be considered as minimum requirements. Much of the material needed to present a comprehensive proposal can be placed into one of the sections listed. However, if relevant information needs to be presented to further support the bidder's case, other appropriate sections may be added. Responses to this proposal must be complete. Responses that do not address each of the items listed below will be considered incomplete, be rated a fail in the Evaluation Criteria and will receive no further consideration. Completeness of Response……………………………………Pass/Fail 52B A. Cost - An evaluation will be made of (a) reasonableness (i.e., does the proposed pricing accurately reflect the Vendor's effort to meet requirements and objectives?); (b) realism (i.e., is the proposed cost appropriate to the nature of the products and services to be provided?); and (c) affordability (i.e., the ability of ACMC to finance the services. Consideration of price in terms of overall affordability may be controlling in circumstances where two or more proposals are otherwise adjudged to be equal, or when a superior proposal is at a price that ACMC cannot afford. B. Implementation Plan and Schedule - An evaluation will be made of the likelihood that the Vendor's implementation plan and schedule will meet ACMC's schedule which is to have an Ambulatory Electronic Health Record installed and running by December of 2011. Page 38 of 67 TERMS AND CONDITIONS TERM / TERMINATION / RENEWAL A. The term of a contract will be five years. B. A contract will be subject to termination by either party, without cause, upon sixty (60) days advance written notice of intention to terminate. C. ACMC may terminate a contract at any time without written notice upon a material breach of contract and substandard or unsatisfactory performance by the Vendor. In particular, any violation of Specific Requirements will be considered a material breach. D. By mutual agreement, a contract may be extended for additional terms at agreed prices with terms and conditions remaining the same. E. ACMC is soliciting a lump sum price for this project. The price quoted shall be the total cost ACMC will pay for this project including tax and all other charges. F. The total lump sum shall be divided and costs advised for each of the following phases: Design Development Phase Specifications and Installation Documents Phase Product Installation Travel and related costs. G. All prices quoted shall be in dollars and "whole cent," no cent fractions shall be used. There are no exceptions. AWARD A. The committee will recommend award to the vendor who, in its opinion, has submitted the proposal that best serves the overall interests of ACMC and attains the highest overall point score. Award may not necessarily be made to the Vendor with the lowest price. B. ACMC reserves the right to reject any or all responses that materially differ from any terms contained herein or from any Exhibits attached hereto and to waive informalities and minor irregularities in responses received. C. The Alameda County Medical Center, Board of Trustees approval is required to award a final contract. Page 39 of 67 PRICING A. Prices quoted are to be firm for the first twelve months of the contract. B. Price escalation for the second and third years of the contract shall not exceed the percentage increase stated by the bidder on the Bid Form, Exhibit B. Request for price adjustments must be submitted by the Contractor, in writing, sixty (60) days prior to the annual anniversary date of the contract. C. All pricing as quoted will remain firm for the term of the contract. D. Unless otherwise stated, the Contractor agrees that, in the event of a price decline, the benefit of such lower price shall be extended to ACMC. E. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included. F. Any price increases or decreases for subsequent contract terms may be negotiated between Contractor and ACMC only after completion of the initial term. G. The ACMC is soliciting a lump sum price for this project. The price quoted shall be the total cost ACMC will pay for this project including tax and all other charges. H. The total lump sum shall be divided and costs advised for each of the following phases: Pre-Design Phase Schematic Design Phase Design Development Phase Specifications and Installation Documents Phase Product Installation I. All prices quoted shall be in dollars and "whole cent," no cent fractions shall be used. There are no exceptions. J. ACMC has the right to decline to award this contract if it is determined that proposed pricing is not competitively priced with similar sized counties or non-county agencies within the State of California. K. A lump sum fixed price quote is required for this contract and will be the maximum price ACMC will pay. Minor adjustments to the scope of work (plus or minus 10%t) will be included in the quoted price. L. Contractor shall include a quote of time and materials and schedule of fees for additional work outside the scope of work threshold. (include T&M format on Exhibit B, Bid Form) Page 40 of 67 M. Price quotes shall include any and all payment incentives available to the ACMC. METHOD OF ORDERING A. Written purchase orders (PO's) shall be issued upon approval of written itemized quotations received from the contractor (use for furniture design/install RFPs). B. Individual order price quotations shall be provided upon request per project and shall include, but not be limited to, an identifying (quotation) number, date, requestor name and phone number, ship to location, itemization of products and/or services with complete description (including model numbers, fabric and finish grade, description, color, etc.) and price per item and a summary of total cost for product, services, and tax. C. A written purchase order (PO) and executed Standard Agreement contract which includes the Terms and Conditions of this RFP and the successful Contractors proposal shall be issued upon Board approval. D. PO's and Standard Agreements shall be faxed, transmitted electronically or mailed and shall be the only authorization to the contractor to place an order. E. Purchase orders and payments for products and services shall be issued only in the name of the Contractor who is awarded a contract. F. Contractor shall adapt to changes to the method of ordering procedures as required by ACMC during the term of the contract. G. Change orders shall be agreed upon by Contractor and ACMC and issued as needed in writing by ACMC. INVOICING A. Contractor shall invoice requesting department, unless otherwise advised, upon satisfactory receipt of product and performance of services. B. Payment will be made within thirty (30) days following receipt of invoice and upon complete satisfactory receipt of product and performance of services. C. ACMC shall notify contractor of any adjustments required to invoice. D. Invoices shall contain ACMC purchase order number, invoice number, remit to address and itemized products and/or services description and price as quoted and shall be accompanied by acceptable proof of delivery. Page 41 of 67 E. Invoices shall be issued and payments made only to the Contractor who is awarded a contract. F. Payments shall be issued to and invoices must be received from the same Contractor name specified on the purchase orders. G. ACMC will pay Contractor monthly or as agreed upon, not to exceed the total lump sum price quoted in the bid response. OTHER AGENCIES Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract. The Contractor will be requested to service these agencies and will be given the opportunity to accept or reject the additional requirements. If the Contractor elects to supply other agencies, orders will be placed directly by the agency and payments made directly by the agency. FUNDING OUT CLAUSE ACMC may, at its sole option, terminate this agreement at the end of any ACMC Fiscal Year, for reason of non-appropriation of funds. In such event, ACMC will give Contractor at least thirty (30) days written notice that such function will not be funded for the next fiscal period. In such event, ACMC will return any associated equipment to the Contractor in good working order, reasonable wear and tear expected. ACMC PROVISIONS A. Preference for Local Products and Vendors: A 5% preference shall be granted to Alameda County Products or vendors on all sealed bids on contracts except with respect to those contracts which state law requires be granted to the lowest responsible bidder. An Alameda County vendor is a firm or dealer with fixed offices or distribution points located in and having a street address within the County and which holds a valid business license issued by the County for a city within the County. Alameda County products are those which are grown, mined, fabricated, manufactured, processed or produced within the County. B. Hold Harmless: The vendor agrees to defend, indemnify and hold harmless ACMC, its officers, employees, agents and servants, for any and all liability caused by the negligence or wrongful act of the vendor arising out of the performance of this contract, or any act or omission of vendor, its agents, employees and servants, or for product liability or breach of warranty by vendor, either expressed or implied, and to pay all claims, damages, judgments, legal costs, adjuster fees and attorney fees related thereto. Page 42 of 67 C. Insurance: Please refer to Exhibit C for the insurance requirements applicable to this request. D. Drug-Free Workplace: It is the policy of ACMC to maintain a drug-free workplace. The unlawful manufacture, distribution, dispensation, possession and/or use of controlled substances in the workplace are prohibited. Controlled substances are those defined in 21 USC Section 812 and include, but are not limited to, such substances as marijuana, heroin, cocaine and amphetamines. The workplace is presumed to include all ACMC facilities and premises where ACMC employees may visit in the execution of their job duties such as homes, schools, hospitals, etc. All ACMC employees are required to comply with this policy as an essential condition of employment. Individuals who are not considered ACMC employees, but who perform work at ACMC worksites for ACMC's benefit, are required to comply with this policy. Such individuals who unlawfully manufacture, distribute, dispense, possess or use controlled substances in the ACMC workplace may be barred from further work for and in ACMC's facilities as well as from future consideration. E. Immigration Naturalization Service Requirements: In compliance with the Immigration Reform and Control Act of 1986, Contractor shall require all persons in its employ to provide the necessary documentation to establish identity and employment eligibility. The Owner requires that all personnel employed be eligible for employment in the United States and have substantiated their eligibility with the Contractor. F. Equal Employment Opportunity Practices Provisions: Contractor assures that he/she/it will comply with Title VII of the Civil Rights Act of 1964 and that no person shall, on the grounds of race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this contract. 1. Contractor shall, in all solicitations or advertisements for applicants for employment placed as a result of this contract, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor. 2. Contractor shall, if requested to so do by ACMC, certify that it has not, in the performance of this contract, discriminated against applicants or employees because of their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor. 3. If requested to do so by ACMC, Contractor shall provide ACMC with access to copies of all of its records pertaining or relating to its employment Page 43 of 67 practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. 4. Contractor shall recruit vigorously and encourage minority- and women- owned businesses to bid its subcontracts. 5. Nothing contained in this contract shall be construed in any manner so as to require or permit any act that is prohibited by law. 6. Contractor shall include the provisions set forth in paragraphs numbered 1 through 5 (above) in each of its subcontracts. G. Independent Contractor Status: Contractor hereby agrees that it is engaged as an independent contractor and not as an agent or employee of ACMC; that it has and retains the right to exercise control and supervision of the work and full control over the employment, direction, compensation and discharge of all persons assisting in the work; that it will be solely responsible for wages, including withholding of income taxes, social security taxes and preparation and filing of IRS Form 1099 for each individual furnished to ACMC under this contract, workers' compensation premiums, compliance with OSHA and all employment-related regulations relating to its employees; and that it will be responsible for its own acts and those of its subordinates, employees and agents during the term of this contract. Contractor agrees that as an independent contractor it is solely responsible for all Federal, State and local taxes. Contractor further agrees that its officers and employees do not become employees of ACMC, nor are they entitled to any ACMC employee benefits as a result of the execution of this contract. H. Conflict of Interest: The Parties hereto and their respective employees or agents shall have no interest, and shall not acquire any interest, direct or indirect, which will conflict in any manner or degree with the performance of services required under this agreement. Contractor, and any and all agents or employees of Contractor agree to complete and submit, on an annual basis or upon request, conflict of interest disclosure forms, in a form and format required by ACMC, to the Clerk of the Board of Trustees. No Contractor nor any member of Contractor's family shall serve on any ACMC board, committee, or hold any such position which either by rule, practice or action nominates, recommends, supervises Contractor's operations, or authorizes funding to Contractor. I. Confidentiality: Confidential information is defined as all information disclosed to Contractor which relates to ACMC's past, present and future activities, as well as activities under this agreement. Contractor will hold all such information in trust and confidence. Upon cancellation or expiration of this Contract, Contractor will return to ACMC all written or descriptive materials that contain any such confidential information. Page 44 of 67 J. Use of ACMC Property: Contractor shall not use ACMC premises, property (including equipment, instruments or supplies) or personnel for any purpose other than in the performance of its obligations under this contract. K. Alameda County Medical Center: The responsibilities, functions, objectives and terms of agreement, including financial arrangements and charges of each such outside resource, shall be delineated in writing and signed by an authorized representative of ACMC and the person or the agency providing the service. The agreement shall specify that ACMC retains professional and administrative responsibility for the services rendered. The outside resource, when acting as a consultant, shall appraise the administrator of recommendations, plans for implementation and continuing assessment through dated and signed reports which shall be retained by the administrator for follow- up action and evaluation of performance. Tuberculosis: Contractor shall provide ACMC yearly with acceptable proof of Mantoux skin test for tuberculosis or chest x-ray (14 x 17) for all personnel providing on-site services at ACMC. Initial proof shall be provided prior to the provision of service. Acceptable proof shall be a statement signed by a physician of a negative Mantoux test or a signed negative chest x-ray. Contractor or any employees of Contractor who convert from a negative Mantoux test to a positive test must provide a signed physician's statement indicating they are free from the presence of infectious disease. Contractor shall provide proof of such immunization within 10 days of the annual date of commencement of this agreement to the Office of Employee Health. Rubella and Rubeola Immunity: Prior to assignment, the Contractor shall provide acceptable proof of rubella and rubeola immunity and other immunities as may be required by law for all individuals who will be providing on-site services at ACMC. Acceptable proof of immunity (positive titer and/or vaccination) shall be a signed statement from an official health provider or a signed health certificate such as for marriage or international travel. Contractor shall provide proof of such immunization within 10 days of the annual date of commencement of this agreement to the Office of Employee Health. Administrative Responsibilities: Consistent with Title 22, California Administrative Code, Section 70713, ACMC retains professional and administrative responsibility for services rendered under this Agreement. ACMC's retention of these responsibilities shall not alter or modify, in any way the hold harmless, indemnification, insurance or independent contractor provisions set forth herein. L. Access To Records: Until the expiration of five (5) years after the furnishing of any services, Contractor shall make available, upon written request, to ACMC or to the Federal/State/County government, or any of their duly authorized representatives, this Agreement, and such books, documents and records of Contractor that are necessary to certify the nature and extent of the reasonable cost of services to ACMC. If Contractor enters into an ACMC approved agreement with any related organization to provide services with a value or cost of $10,000 or more over a twelve (12) month Page 45 of 67 period, such agreement shall contain a clause to the effect that until the expiration of five years after the furnishing of services pursuant to such subcontract, the related organization shall make available, upon written request, to ACMC or to the Federal/State/County government, or any of their duly authorized representatives, the subcontract, and books, documents and records of such organization that are necessary to verify the nature and extent of the services and costs. This paragraph shall be of no force and effect when and if it is not required by law, or if modified by law, such modification will supersede this clause. ACMC shall have access to Contractor's financial records for purposes of audit. Such records shall be complete and available for audit ninety (90) days after final payment hereunder and shall be retained and available for audit purposes for five (5) years after final payment hereunder. ACMC shall have the right to conduct an audit/compliance review of Contractor, and Contractor shall cooperate fully and promptly with such audit. ACMC may conduct periodic audits of billing and collection services performed by Contractor under this agreement. Contractor shall comply within ten (10) business days with any reasonable request of ACMC for records pertaining to billing, collections, and clinical care. M. Conformity with Law Standards and Safety: 1. Contractor shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal, and local governing bodies, having jurisdiction over the scope of services or any part hereof, including the Joint Commission on Accreditation of Healthcare Organizations standards for compliance and accreditation, State Department of Health requirements, as set forth in California Code of Regulations, Title 22, and all provisions of the Occupational Safety and Health Act of 1979 and all amendments thereto, and all applicable federal, state, municipal, and local safety regulations. All services performed by Contractor must be in accordance with these laws, ordinances, codes and regulations. Contractor shall indemnify and hold ACMC harmless from any and all liability, fines, penalties and consequences from any noncompliance or violations of such laws, ordinances, codes and regulations. 2. ACMC is committed to monitoring performance and continually improving the quality of care delivered. Contractor and any of its subcontractors and employees, shall cooperate with and, as necessary, actively participate in the ACMC performance improvement process. This shall include participation on performance improvement teams and/or committees, cooperation with sentinel event investigations, participation and/or cooperation in disease and case management programs. Contractor will additionally participate in preparation for surveys and/or audit by accrediting or regulatory agencies and any plan(s) of correction, which may follow. Page 46 of 67 3. Accidents: If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Agreement, Contractor shall immediately notify ACMC and the ACMC Risk Manager's Office, and the ACMC Contracting Officer, by telephone. Contractor shall promptly submit to ACMC, the ACMC Risk Manager and the ACMC Contracting Officer a written report, in such form as may be required by ACMC of all accidents that occur in connection with this Agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) name and address of Contractor's subcontractor, if any; (3) name and address of Contractor's liability insurance carrier; and (4) a detailed description of accident and whether any of ACMC's equipment, tools, material, or staff were involved. 4. Contractor, its employees and subcontractors will report potential identified compliance issues to ACMC's contract manager or Compliance Officer when identified. N. Travel Expenses: Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement. O. Work Products and Inventions: ACMC shall have a royalty-free, exclusive, and irrevocable license to reproduce, publish and use all original computer programs, writings, sound recordings, pictorial reproductions, drawings and other works of similar natures produced in the course of or under this Agreement; and Contractor shall not publish any such material without prior written consent of ACMC. P. Assignment of Contract: Nothing contained in this Agreement shall be construed to permit assignment or transfer by Contractor of any rights or delegation of any duties under this Agreement and such assignment, transfer or delegation of duties is expressly prohibited and void unless otherwise approved in writing by ACMC. Q. Subcontracting: None of the work to be performed by Contractor shall be subcontracted without the prior written consent of ACMC. Contractor shall be as fully responsible to ACMC for the acts and omissions of any subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by Contractor. R. Lobbying: Contractor shall not use any funds provided under this agreement to pay the salary or expenses of any person or entity who, while on the job, is engaging in activities designed to influence legislation or appropriations pending before the Congress of the United States, California State Legislature or the Alameda County Hospital Authority Board of Trustees. S. Improper Conduct: Notwithstanding any other provision of this agreement, Contractor agrees that they, or any member of their staff, if charged with a felony or otherwise engages in improper conduct which results in a negative impact upon ACMC, or its officers or employees, Contractor will remove itself or the effected member of their staff from ACMC premises until such matter is fully resolved to the satisfaction of ACMC. Prior to removal, Contractor may meet with representatives of ACMC to Page 47 of 67 discuss ACMC's concern(s) regarding said charge(s) and/or conduct and Contractor will be provided an opportunity to respond. T. Workplace Efficiency and Dispute Resolution: ACMC has the exclusive right to make all determinations necessary toward maintaining efficiency of its operations and exercising complete control and discretion over its operation and performance of its work. In the event that Contractor disputes or otherwise disagrees with any decision made by ACMC in this regard, Contractor shall immediately communicate the precise nature of its dispute, including the provision of any documentation and other material related to that dispute. U. Compliance: Subcontractor shall not be currently excluded from the provision of services to programs or patients of Medicare, Medicaid or other federally or state funded programs. Contractor agrees to participate in ACMC's Compliance Program trainings when offered or in the alternative provide a written copy of its own Compliance Program to ACMC's contract monitor within sixty days after the execution of this contract. V. Employment: Employment of individuals who have entered into an employment agreement with ACMC, terms and conditions of employment are governed by the employment agreement. To the extent that their employment agreement does not otherwise conflict, their employment shall also be governed by the provisions of the Human Resources Policy and Procedure Manual. W. Absence of Sanctions: Contractor represents that neither Contractor nor any of its employees, owners, or agents have been sanctioned by or excluded from participation in any federal or state health care program, including Medicare and Medicaid. Contractor agrees that if it or any such individual associated with it should be sanctioned by or excluded from participation in any federal or state health care program, including Medicare and Medicaid, it will immediately notify ACMC of such event and ACMC shall have the right to immediately terminate the agreement without penalty or cost. Page 48 of 67 ACCOUNT MANAGER/SUPPORT STAFF A. Contractor shall provide a dedicated competent account manager who shall be responsible for the ACMC account. The account manager shall receive all orders from ACMC and shall be the primary contact for all issues regarding this contract. B. Contractor shall provide adequate, competent support staff who shall be able to service this account during normal working hours, Monday through Friday. Such representatives shall be knowledgeable about the contract, products offered and able to identify and resolve quickly any issues including but not limited to order and invoicing problems. C. Account manager shall be familiar with ACMC requirements and standards and work with ACMC to ensure that established standards are adhered to. D. Account manager shall keep the ACMC informed of requests from departments as required. GENERAL REQUIREMENTS A. The successful contractor shall be regularly and continuously engaged in the business of providing services as described for at least five (5) years. B. The successful Contractor shall possess all permits, licenses and professional credentials necessary to supply product and perform services as specified under this contract. C. Proper conduct is expected of Contractor's personnel when on ACMC premises. This includes adhering to no-smoking ordinances, the drug-free work place policy, not using alcoholic beverages and treating employees courteously. D. ACMC has the right to request removal of any Contractor employee who does not properly conduct himself/herself or perform quality work. E. Contractor personnel shall be easily identifiable as non-ACMC employees (i.e. work uniforms, badges, etc.). F. Contractor shall be responsible for any and all damage to ACMC facilities or equipment as a result of an act or omission arising out of the performance under this contract. G. All work shall be performed in a professional manner according to generally accepted industry standards and manufacturers instructions. H. Contractor shall not assign or transfer this agreement, any interest therein or claim thereunder without the prior written approval of ACMC. Page 49 of 67 I. Time is of the essence in each and all the provisions of this agreement. J. No alteration or variation of the terms of this agreement shall be valid unless made in writing and signed by the parties hereto. K. Governing law shall be written for "California". L. The assertions made in your proposal shall be considered part of the contract. Page 50 of 67 ALAMEDA COUNTY MEDICAL CENTER EXHIBIT A – BID ACKNOWLEDGEMENT RFP No. ACMCNM09-2 24B for For Ambulatory Electronic Health Record System The Alameda County Medical Center (ACMC) is soliciting bids from qualified vendors to furnish its requirements per the specifications, terms and conditions contained in the above referenced RFP number. This Bid Acknowledgement must be completed, signed by a responsible officer or employee, dated and submitted with the bid response. Obligations assumed by such signature must be fulfilled. 1. Preparation of bids: (a) All prices and notations must be printed in ink or typewritten. No erasures permitted. Errors may be crossed out and corrections printed in ink or typewritten adjacent and must be initialed in ink by person signing bid. (b) Quote price as specified in RFP. No alterations or changes or any kind shall be permitted to Exhibit B, Bid Form. Responses that do not comply shall be subject to rejection in total. 2. Failure to bid: If you are not submitting a bid but want to remain on the mailing list and receive future bids, complete, sign and return this Bid Acknowledgement and state the reason you are not bidding. 3. Taxes and freight charges: (a) Unless otherwise required and specified in the RFP, the prices quoted herein do not include Sales, Use or other taxes. (b) No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or for any other purpose, except taxes legally payable by ACMC, will be paid by ACMC unless expressly included and itemized in the bid. (c) Amount paid for transportation of property to ACMC is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee as ACMC, as such papers may be accepted by the carrier as proof of the exempt character of the shipment. (d) Articles sold to ACMC are exempt from certain Federal excise taxes. ACMC will furnish an exemption certificate. 4. Award: (a) Unless otherwise specified by the bidder or the RFP gives notice of an all-or-none award, ACMC may accept any item or group of items of any bid. (b) Bids are subject to acceptance at any time within thirty (30) days of opening, unless otherwise specified in the RFP. (c) A valid, written purchase order mailed, or otherwise furnished, to the successful bidder within the time for acceptance specified results in a binding contract without further action by either party. The contract shall be interpreted, construed and given effect in all respects according to the laws of the State of California. 5. Patent indemnity: Vendors who do business with ACMC shall hold ACMC, its officers, agents and employees, harmless from liability of an nature or kind, including cost and expenses, for infringement or use of any patent, copyright or other proprietary right, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contract or purchase order. 6. Samples: Samples of items, when required, shall be furnished free of expense to ACMC and if not destroyed by test may upon request (made when the sample is furnished), be returned at the bidder's expense. 7. Rights and remedies of County for default: (a) In the event any item furnished by vendor in the performance of the contract or purchase order should fail to conform to the specifications therefore or to the sample submitted by vendor with its bid, ACMC may reject the same, and it shall thereupon become the duty of vendor to reclaim and remove the same forthwith, without expense to ACMC, and immediately to replace all such rejected items with others conforming to such specifications or samples; provided that should vendor fail, neglect or refuse so to do ACMC shall thereupon have the right purchase in the open market, in lieu thereof, a corresponding quantity of any such items and to deduct from any moneys due or that may there after come due to vendor the difference between the prices named in the contract or purchase order and the actual cost thereof to ACMC. In the event that vendor fails to make prompt delivery as specified for any item, the same conditions as to the rights of ACMC to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. (b)Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the vendor. (c) The rights and remedies of ACMC provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the contract. 8. Discounts: (a) Terms of less than ten (10) days for cash discount will considered as net. (b) In connection with any discount offered, time will be computed from date of complete, satisfactory delivery of the supplies, equipment or services specified in the RFP, or from date correct invoices are received by ACMC at the billing address specified, if the latter date is later than the date of delivery. Payment is deemed to be made, for the purpose of earning the discount, on the date of mailing ACMC warrant check. 9. California Government Code Section 4552: In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. 10. No guarantee or warranty: ACMC makes no guarantee or warranty as to the condition, completeness or safety of any material or equipment that may be traded in on this order. THE undersigned acknowledges receipt of above referenced RFP and/or Addenda and offers and agrees to furnish the articles and/or services specified on behalf of the vendor indicated below, in accordance with the specifications, terms and conditions of this RFP and Bid Acknowledgement. Firm: Address: State/Zip What advertising source(s) made you aware of this RFP? By:_______________ ________________________________________________ Date____________ Phone_____________________ Printed Name Signed Above:_______________________________________________________________________________________ Title:__________________________________________________________________________________________________________ EXHIBIT B ALAMEDA COUNTY MEDICAL CENTER RFP NO. ACMCNM09-2 For For Ambulatory Electronic Health Record System BID FORM DESCRIPTION Cost Monthly Cost Annual Cost Hardware Additional User Devices Software Implementation Annual Maintenance Any Additional Cost Company Name: EXHIBIT C (Page 1 of 2) Insurance Requirements for Professional Services Contracts 25B Contractor: You are required to provide evidence of insurance shown for the category selected below. Please provide a copy of this form to your Insurance Agent(s). Contractor: Use Category that applies to your organization Independent Contractor contract under $10,000 or Employee Contractor, any contract amount – Use Category A Independent Contractor (No Employees) over $10,000 - Use Category B Independent Contractor w/employees, Corporation, Partnership, LLC, Public Entity, Non-Profit Agency, CBO's – Use Category C CATEGORY A MINIMUM REQUIREMENTS CATEGORY B MINIMUM REQUIREMENTS 41B Automobile Liability(8) Commercial General Liability Minimum Limit 15/30/10 Minimum Limit $1,000,000 CSL Additional Insured Endorsement Professional Liability (3) Professional Liability (3) Medical $1,000,000/$3,000,000 Medical $1,000,000/$3,000,000 Other $1,000,000/$1,000,000 Other $1,000,000/$1,000,000 OR OR Errors and Omissions Insurance(3) Errors and Omissions Insurance(3) $1,000,000 $1,000,000 Automobile Liability (8) Minimum Limit $1,000,000 CSL CATEGORY C MINIMUM REQUIREMENTS MISCELLANEOUS REQUIREMENTS (May apply to any category) Commercial General Liability Fidelity Bond $ _____________ Minimum Limit $1,000,000 CSL Additional Insured Endorsement Crime Insurance $ _____________ Exclude "Exclusion" S2013 & S2005 (5) Other ___________ Limit $ ____________ Automobile Liability Minimum Limit $1,000,000 CSL(8) Any Auto or Non-owned or Hired Professional Liability (3) Medical $1,000,000/$3,000,000 Other $1,000,000 OR Errors and Omissions Insurance(3) $1,000,000/3,000,000 Contract Limit $ ______________ Workers' Compensation Statutory or $1,000,000 Employers' Liability $100,000 (minimum) See Attached Additional Requirements and/or Conditions. Exhibit C (Page 2 of 2) 33B Additional Requirements and/or Conditions 34B 1. All Insurance Certificates showing proof of insurance must include a 30-day notice of Cancellation. Except Personal Automobile may show a minimum of 10 days). 2. Additional Insured Endorsement shall name the County of Alameda, * its Board of Supervisors, officers, agents and employees as Additional insureds with respect to services being provided. Additional insured endorsement shall be equivalent to ISO form CG 20 09 10 93. *Certificates of insurance may indicate: "County of Alameda as Additional Insured". This is acceptable provided that the actual endorsement to the policy is worded correctly. This is also encouraged if you have contracts with other County Departments. 3. Professional Liability(3) or Errors and Omissions Insurance is required when contractor is required to be either licensed or certified to practice their trade or profession. *Behavioral Science MD's minimum limit $1,000,000/$1,000,000 is acceptable. 4. Commercial General Liability coverage shall be equivalent to ISO form CG O1 O1 96. 5. All Commercial General Liability policies must include Personal Injury coverage. Remove "Exclusion" (5) S2013 &S2005. These endorsements exclude coverage for Sexual Harassment, abuse, and molestation, and are required to be removed, if attached, from liability policies where the contractor is providing services to the County's clients and/or community. 6. Commercial/Business Automobile Liability shall be equivalent to ISO form CA 00 01 06 92. Independent contractors or employee contractors may provide evidence from their personal automobile insurance company. If use of an automobile while servicing the contract is incidental or minimal, the contractor may submit a copy of their personal automobile declaration page if they incur problems obtaining a certificate. 7. Contractors that hire vehicles or have employees or volunteers that use their personal vehicles shall provide non-owned automobile liability coverage. 8. If contractor(8) is providing transportation services e.g. transporting clients or goods, $1,000,000 automobile liability and an additional insured endorsement is required. This requirement is automatic is the transportation condition applies. 9. For Contracts over $25,000 insurance companies shall have a minimum Best Rating of A- VII or subject to approval by Risk Management. Risk Management must review all contracts over $25,000. 10. If contractor is self-insured for any of the required coverages, contractor must submit evidence satisfactory to the County of contractor's financial ability to respond to losses or claims for each self-insured coverage. Governmental Agencies may provide a letter of self-insurance. 11. Professional Liability Deductibles: Risk Management must approve Deductibles over $25,000. 12. Contractors are responsible for payment of all insurance deductibles. 13. Contractor's insurance must be primary to any other insurance available to the County with respect to any claim arising out of this contract or agreement. Address Certificate of Insurance to: Alameda County Medical Center Healthcare Contracting Department 1411 East 31st Street Oakland, CA 94602 EXHIBIT D-1 46B ALAMEDA COUNTY MEDICAL CENTER 48B RFP NO. ACMCNM09-2 For For Ambulatory Electronic Health Record System REFERENCES 26B Respondents are to provide a list of three (3) current clients in the area provided below. References shall be provided as required per the RFP specifications, terms and conditions. References should have similar volume and requirements to those outlined in these specifications, terms and conditions. ACMC may contact some or all of the references provided in order to determine the proposer's performance record on work similar to that described in this request. ACMC reserves the right to contact references other than those provided in the response and to use the information gained from them in the evaluation process. Company Name: Address: City, State, Zip Code: Contact Person: Telephone Number: Type of Business: Dates of Service: Company Name: Address: City, State, Zip Code: Contact Person: Telephone Number: Type of Business: Dates of Service: Company Name: Address: City, State, Zip Code: Contact Person: Telephone Number: Type of Business: Dates of Service: Company Name: EXHIBIT D-2 47B ALAMEDA COUNTY MEDICAL CENTER 49B RFP NO. ACMCNM09-2 for FOR AMBULATORY ELECTRONIC HEALTH RECORD SYSTEM REFERENCES 27B Respondents are to provide a list of three (3) former clients in the area provided below. References shall be provided as required per the RFP specifications, terms and conditions. References should have similar volume and requirements to those outlined in these specifications, terms and conditions. ACMC may contact some or all of the references provided in order to determine the proposer's performance record on work similar to that described in this request. ACMC reserves the right to contact references other than those provided in the response and to use the information gained from them in the evaluation process. Company Name: Address: City, State, Zip Code: Contact Person: Telephone Number: Type of Business: Dates of Service: Company Name: Address: City, State, Zip Code: Contact Person: Telephone Number: Type of Business: Dates of Service: Company Name: Address: City, State, Zip Code: Contact Person: Telephone Number: Type of Business: Dates of Service: Company Name: EXHIBIT E ALAMEDA COUNTY MEDICAL CENTER RFP NO. ACMCNM09-2 for AMBULATORY ELECTRONIC HEALTH RECORD SYSTEM REQUEST FOR PREFERENCE for LOCAL PRODUCTS AND VENDORS IF YOU WOULD LIKE TO REQUEST THE LOCAL PREFERENCE COMPLETE THIS FORM AND RETURN IT WITH YOUR BID A five-percent (5%) preference shall be granted to Alameda County products or vendors on all sealed bids on contracts except with respect to those contracts which State law requires be granted to the lowest responsible bidder. An Alameda County vendor is a firm or dealer with fixed offices or distribution points located in and having a street address within the County of Alameda and which holds a valid business license issued by the County or a city with the County. Alameda County products are those which are grown, mined, fabricated, manufactured, processed or produced within the County of Alameda. Company Name: Street Address: Telephone Number: Business License Number: The Undersigned declares that the foregoing information is true and correct: Print/Type Name: Title: Signature: Date: EXHIBIT F ALAMEDA COUNTY MEDICAL CENTER RFP NO. ACMCNM09-2 for AMBULATORY ELECTRONIC HEALTH RECORD SYSTEM Exceptions, Clarifications, Amendments List below request for RFP/RFQ clarifications, exceptions and amendments, if any, and submit with your bid response. ACMC is under no obligations to accept any exceptions and such exceptions may be a basis for bid disqualification. Item Reference To: No. Page No. Paragraph Description No. Contractor: EXHIBIT G ALAMEDA COUNTY MEDICAL CENTER RFP ACMCNM09-2 for AMBULATORY ELECTRONIC HEALTH RECORD SYSTEM PROPOSAL EVALUATION FORM Vendor Name: Evaluated By: Completeness of Response A. Pass/Fail Weight X = Points Rating * B. C. D. E. F. G. Sub-Total Plus 5% Local Preference Evaluation Total * 5 = Excellent 2 = Fair 4 = Above Average 1 = Poor 3 = Average EXHIBIT H ALAMEDA COUNTY MEDICAL CENTER RFP NO. ACMCNM09-2 FOR FOR AMBULATORY ELECTRONIC HEALTH RECORD SYSTEM ACMC SITES & ADDRESSES 50B 1.HIGHLAND HOSPITAL AND CLINICS 1411 East 31st Street Oakland, CA. 94602 2.EASTMONT WELLNESS CENTER 6955 Foothill Blvd., Suite 200 Oakland, CA. 94605 3.FAIRMONT HOSPITAL AND CLINICS 15400 Foothill Blvd. San Leandro, CA. 94578 4.JOHN GEORGE PSYCHIATRIC PAVILION 2060 Fairmont Drive San Leandro, CA. 94578 5.WINTON WELLNESS CENTER 24100 Amador St., Suite 250 Hayward, CA. 94544 6.NEWARK HEALTH CENTER 6066 Civic Terrace Avenue Newark, CA. 94560 EXHIBIT I 51B ALAMEDA COUNTY MEDICAL CENTER RFP NO. ACMCNM09-2 FOR FOR AMBULATORY ELECTRONIC HEALTH RECORD SYSTEM SUBSTITUTE IRS FORM W-9 REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION The purpose of this form is to obtain or verify the accuracy of information regarding the Alameda County Medical Center's (ACMC's) payees. ALL payees must have an accurate Substitute IRS Form W-9 on file in the ACMC General Accounting Office in order to be paid. If you fail to furnish your correct TIN, you may be subject to a penalty. If you are a nonresident alien and/or foreign entity, or you do not have a TIN, or for further information, see the Instructions on the back of this form. Please print or type. Do not send to IRS. Return to Alameda County Medical Center in the envelope provided. Name on record with IRS or Social Security Administration: All DBA(s) or Invoice Name(s) (if different from above name) use attachments if necessary: Address of Correspondence or 1099 (we will take the remittance address, if different from the invoice): TAXPAYER IDENTIFICATION NUMBER (TIN) Enter only one TIN and it must be the type of TIN (SSN or EIN) that is appropriate to your type of entity. Only ONE Number will be ACCEPTED. SOCIAL SECURITY NUMBER (SSN): _ _ _ - _ _ -_ _ _ _ EMPLOYER ID NUMBER (EIN): __-_______ Type of Entity (please check only one) Individual Corporation-State of Incorporation: Sole Proprietor Government or Trust (specify) Partnership Tax-Exempt Organization under Section 501(c) Other (specify) Check the boxes that apply to Alameda County Medical Center's payments to you: Goods Only Goods and Services Rents/Leases Legal Services Medical & Health Care Services Rents/Leases Paid to You as the Agent Non-Medical/Non-Legal Services – Describe: Exempt from backup withholding? YES NO Certification – Under penalties of perjury, I certify: (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me). (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. (3) I am a U.S. person (including a U.S. resident alien). The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. Please sign here (required). Check if this signature applies to Certification: (1), (2), and/or (3). Signature Date Print Name Title Phone No. FAX No. e-mail address INSTRUCTIONS 35B Purpose of Form. – To furnish your correct TIN to a payer and (when applicable) to certify (1) that the TIN you are furnishing is correct (or that 39B you are waiting for a TIN), (2) that you are not subject to backup withholding, and (3) to claim exemption from backup withholding if applicable. Use this Substitute Form W-9 only if you are a U.S. person (including a resident alien). If you are a nonresident alien and/or foreign entity, complete the appropriate Form W-8 and mail to ACMC, (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). How to obtain a TIN. – Individuals should obtain Form SS-5 from their local Social Security Administration. Businesses and all other entities should obtain Form SS-4 from their local IRS office. If you do not have a TIN, write "Applied For" in the TIN space on the front of this form and send it to us. Keep a photocopy of the blank form. You will have 60 days to receive your TIN and send the completed photocopy Substitute W-9 to the address on the front/top of this form. If we do not receive your TIN within 60 days, backup withholding, if applicable, will begin and continue until you furnish your TIN. What is Backup Withholding? – Unless you are exempt (see next section), payments you receive will be subject to 30% withholding (29% after December 31, 2003) if: (1) You do not furnish your TIN, or (2) You do not certify your TIN when required, or (3) The IRS notifies us that the TIN/name combination you furnished is incorrect, or (4) The IRS notifies you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return, or (5) You do not certify to us that you are not subject to backup withholding under (4) above. All amounts withheld will be sent to the IRS. Under no circumstances will the withheld amount later be sent directly to you. The total amount withheld will be reported in Box 4 of your 1099-MISC. You will not be subject to backup withholding on payments you receive if you give ACMC your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Who is generally exempt from backup withholding of payments made by Alameda County Medical Center? (1) A corporation, except a corporation which provides medical, health care or legal services; (2) An organization exempt from tax under Internal Revenue Code Section 501(a); (3) A government; (4) A real estate investment trust, a common trust fund operated by a bank under section 584(a), and a trust exempt from tax under section 664 or described in section 4947; (5) A financial institution. For more information on exempt payees, see the Instructions for the Requester of Form W-9. Penalties for failure to furnish TIN. – You are subject to a penalty of $50 for each failure to furnish your correct TIN/name combination unless your failure is due to reasonable cause and not to willful neglect. If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. What TIN/name combination should be reported on the front of this form? Individual – Provide the SSN of the individual. Individual's names may never be used in combination with employer's TIN's. If you are an individual, you must generally provide the name shown on your social security card. However, if you have changed your last name (e.g., due to marriage without informing the Social Security Administration of the name change, please enter your first name and both the last name shown on your social security card and your new last name. Two or more Individuals – Choose one name to list first and circle and show his/her SSN (payments will be reported on 1099 for that name and SSN only. If only one person on a joint account has an SSN, that person's number must be furnished. Sole proprietorship – Sole proprietors must show the owner's name on the first line as the "name on record". (If the owner is a married couple, choose one name to list first and circle and show his/her SSN.) On the second line, show the business name as a "dba" if that is the name on the invoice. Sole proprietors may use either a SSN or EIN (if you have one). Signing the Certification – You are required to furnish your correct TIN/name combination. The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. If two individuals are listed, only the one who's SSN is reported may sign the certification. Privacy Act Notice – Section 6109 requires you to furnish your correct TIN. The IRS uses the numbers for identification purposes 40B and to help verify the accuracy of your tax return. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 30% (29% after 12/31/03) of taxable payments to a payee who does not furnish a TIN. Certain penalties may also apply. If we disclose or use your TIN in violation of Federal law, we may be subject to penalties. EXHIBIT J ALAMEDA COUNTY MEDICAL CENTER RFP NO. ACMCNM09-2 FOR ALAMEDA COUNTY MEDICAL CENTER BUSINESS ASSOCIATE AGREEMENT This Addendum supplements and is made part of that Service Agreement ("Agreement"), effective ______________, entered into by and between ________________ hereafter referred to in this agreement as "Business Associate" and Alameda County Medical Center hereinafter referred to in this agreement as "Covered Entity". 1. Definitions. a. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191. b. "HIPAA Regulations" means the regulations promulgated under HIPAA by the United States Department of Health and Human Services, including, but not limited to, 45 CFR Part 160 and 45 CFR Part 164. c. Any terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms have under HIPAA and the HIPAA Regulations. 2. PERMITTED USES AND DISCLOSURES OF PROTECTED HEALTH INFORMATION (PHI) 2.1 Performance of Services. Except as otherwise limited in this Agreement, Business Associate is permitted to use or disclose PHI on behalf of, or to provide services to, Covered Entity if such use or disclosure of PHI would not violate the HIPPA Regulations if done by the Covered Entity or the minimum necessary policies and procedures of the Covered Entity in connection with the performance of the services [listed in Exhibit A of the Agreement] provided under Alameda Ambulatory Health Care Services Administrative Services Agreement between ACMC and ______________________or such use or disclosure is expressly permitted under Section 2.2 of this Agreement. 2.2 Business Activities of the Receiving Party. Unless as otherwise limited in this Agreement, the Business Associate is permitted to: a. Except as otherwise limited in this Agreement, Business Associate may use PHI for its proper management and administration and to fulfill any present or future legal responsibilities of the Business Associate provided that such uses are permitted under state and federal confidentiality laws. b. Except as otherwise limited in this Agreement, Business Associate may disclose PHI to a third party for the purpose of its proper management and administration or to fulfill any present or future legal responsibilities, provided that the disclosure is required by law; or the Business Associate obtains reasonable assurances from the third party to whom the PHI is disclosed that it will (i) keep confidential and use or further disclose the PHI only as required by law or for the purpose for which it was disclosed to the third party; and (ii) the third party will notify the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. c. Except as otherwise limited in this Agreement, Business Associate may use PHI to provide data aggregation services to Covered Entity as permitted by 42 CFR 164.504(e)(2)(i)(B). Data aggregation services involve the combining by the Business Associate of (a) PHI created or received by a Business Associate in its capacity as the Business Associate of a Covered Entity with (b) PHI received by the Business Associate in its capacity as a Business Associate of another Covered Entity, to permit data analyses that relate to the health care operations of the respective Covered Entities. d. Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 42 CFR 164.502(j)(1). e. Business Associate may de-identify any and all PHI created or received by Business Associate under this Agreement; provided, however, that the de-identification conforms to the requirements of the HIPAA Regulations. Such resulting de-identified information would not be subject to the terms of this Agreement. 3. RESPONSIBILITIES OF THE BUSINESS ASSOCIATE WITH RESPECT TO PROTECTED HEALTH INFORMATION 3.1 Responsibilities of the Receiving Party. With regard to its use and /or disclosure of PHI the Business Associate hereby agrees to do the following: a. Use and/or disclose the PHI only as permitted or required by this Agreement as defined in Section 2 or as otherwise required by law. b. Report to Covered Entity any use or disclosure of the PHI in violation of this Agreement as soon as reasonably practicable. c. Establish procedures for mitigating, to the greatest extent possible, any deleterious effects from any improper use and/or disclosure of PHI that the Business Associate reports to the Covered Entity d. Use appropriate safeguards to prevent any use or disclosure of the PHI other than uses and disclosures expressly provided for by this Agreement. e. Ensure that any agent, including a subcontractor, to whom it provides PHI agrees to the same restrictions and conditions that apply through this Agreement to Receiving Party. f. Make available all records, books, agreements, policies and procedures relating to the use and/or disclosure of PHI to the Secretary of the Department of Health and Human Services ("Secretary") for purposes of determining the Receiving Entity's compliance with this Agreement. g. Upon prior written request, make available during normal business hours at Receiving Party's offices all records, books, agreements, policies and procedures relating to the use and/or disclosure of PHI to the Covered Entity within 30 days for purposes of enabling the Covered Entity to determine the Receiving Party's compliance with the terms of this Agreement. h. Document such disclosures of PHI and any information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528 and the policies of Covered Entity. i. Provide to Covered Entity information collected in accordance with Section 3.1.h of this Agreement, to permit Covered Entity to respond to a request by an individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528 and the policies of Covered Entity. Such information shall be provided in a time and manner designated by the Covered Entity. j. When requested by Covered Entity, Business Associate agrees to provide access to PHI in a designated record set to Covered Entity or to an Individual in order to comply with the requirements under 45 CFR 164.524 and the policies of Covered Entity. Such access shall be provided by Business Associate in the time and manner designated by Covered Entity. k. When requested by Covered Entity or an Individual, Business Associate agrees to make any amendment(s) to PHI in a designated record set that the Covered Entity directs or agrees to pursuant to 45 CFR 164.526 and the policies of Covered Entity. Such amendments shall be made by Business Associate in the time and manner designated by Covered Entity. l. Subject to Section 6.5 below, return to the Covered Entity or destroy, within 60 days of the termination of the Agreement, the PHI in its possession and retain no copies whether in paper, electronic, or any other form of media. m. Disclose to its Subcontractors, agents or other third parties, and request from the Covered Entity, only the minimum PHI necessary to perform or fulfill a specific function required or permitted hereunder. 4. RESPONSIBILITIES OF THE COVERED ENTITY WITH RESPECT TO PROTECTED HEALTH INFORMATION 4.1 Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the HIPAA Regulations if done by Covered Entity or that is not otherwise expressly permitted under Section 2.3 of this Agreement. 5. INFORMATION OWNERSHIP 5.1 Information Presumed Owned by Covered Entity. The following provisions control the ownership of PHI Disclosed under this Agreement. These provisions shall not apply to information which (a) is readily available or can be readily ascertained through public sources, (b) a party has previously Received from a source or sources legally entitled to Disclose such Information to the party, or (c) can be demonstrated by documentation to have been independently developed by the Business Associate without reference to any information provided by the Covered Entity. a. All information shall be deemed to be the exclusive property of the Covered Entity, unless (a) otherwise expressly agreed in writing or (b) the information was previously received by the Covered Entity from another party to this Agreement, who did not disclaim ownership in Writing. b. A disclosure of PHI shall not transfer legal title to information to the Receiving Party, unless otherwise expressly agreed in Writing. 6. TERMS AND TERMINATION OF THE AGREEMENT 6.1 Term. This Agreement shall become effective on the Effective Date and shall continue in effect until all obligations of the Parties have been met, unless terminated as provided in Section 6 of this Agreement. 6.2 Termination by the Disclosing Entity. The Covered Entity may immediately terminate this Agreement and any related agreements if the Covered Entity makes the determination that the Business Associate has breached a material term of this Agreement. Alternatively, the Covered Entity may choose to: (i) provide the Business Associate within 30 days written notice of the existence of an alleged material breach; and (ii) afford the Business Associate and opportunity to cure said alleged material breach upon mutually agreeable terms. Failure to cure in the manner set forth in this paragraph is grounds for the immediate termination of this Agreement. 6.3 Termination by Receiving Party. If the Business Associate makes the determination that a material condition of performance has changed under this Agreement, or that the Covered Entity has breached a material term of this Agreement, Business Associate may provide thirty (30) days notice of its intention to terminate this Agreement. Business Associate agrees, however, to cooperate with Covered Entity to find a mutually satisfactory resolution to the matter prior to terminating. 6.4 Automatic Termination. This Agreement will automatically terminate without any further action of the Parties upon the termination or expiration of the Standard Agreement between the Parties. 6.5 Effect of Termination. a. Upon termination of the Agreement, for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This Business Associate shall retain no copies of the PHI. b. Notwithstanding the foregoing, in the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the parties that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. 7. Miscellaneous a. Regulatory References. A reference in this Agreement to a section in HIPAA or the HIPAA Regulations means the section as in effect or as amended, and for which compliance is required. b. Survival. The respective rights and obligations of Business Associate under Section 5.c of this Agreement shall survive the termination of this Agreement. c. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with applicable law protecting the privacy, security and confidentiality of PHI, including, but not limited to, HIPAA and the HIPAA Regulations. d. State Law. Nothing in this Agreement shall be construed to require Business Associate to use or disclose PHI without a written authorization from an individual who is a subject of the PHI, or written authorization form any other person, where such authorization would be required under state law for such use or disclosure. e. Indemnification. Business Associate shall indemnify, hold harmless and defend Covered Entity form and against any and all claims, losses, liabilities, costs and other expenses resulting from, or relating to, the acts or omissions of Business Associate in connection with the representations, duties and obligations of Business Associate under this Agreement. f. Primacy. To the extent that any provisions of this Agreement conflict with the provisions of any other agreement or understanding between the parties, this Agreement shall control. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date. Contractor Alameda County Medical Center Signature of Authorized Representative Signature of Authorized Representative Name: Name: Wright L. Lassiter, III Title: Title: Chief Executive Officer Date: Date: