10. |
Insurance |
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The Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by County’s Risk Manager, and Contractor shall use diligence to obtain such insurance and to obtain such approval. The Contractor shall furnish the Information Services Department with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the Contractor pursuant to this Agreement. These certificates shall specify or be endorsed to provide that thirty (30) days' notice must be given, in writing, to the Chief Information Officer of any pending change in the limits of liability or of any cancellation or modification of the policy. | |||||||||
(A) |
Worker's Compensation and Employer's Liability Insurance The Contractor shall have in effect, during the entire life of this Agreement, Workers' Compensation and Employer's Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor certifies, as required by Section 1861 of the California Labor Code, that it is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and will comply with such provisions before commencing the performance of the work of this Agreement. | ||||||||
(B) |
Liability Insurance The Contractor shall take out and maintain, during the life of this Agreement, such Bodily Injury Liability and Property Damage Liability Insurance as shall protect Contractor while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from Contractor’s operations under this Agreement, whether such operations be by Contractor or by any sub-contractor or by anyone directly or indirectly employed by either of them. Such insurance shall be combined single limit bodily injury and property damage for each occurrence and shall be not less than the amount specified below. | ||||||||
Such insurance shall include: | |||||||||
(1) Comprehensive General Liability . . . . . . . . . . . . . . . . . . (2) Motor Vehicle Liability Insurance . . . . . . . . . . . . . . . . . . (3) Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
$1,000,000 | ||||||||
$1,000,000 | |||||||||
$1,000,000 | |||||||||
County and its officers, agents, employees and servants shall be named as additional insured on any such policies of insurance, which shall also contain a provision that the insurance afforded thereby to the County, its officers, agents, employees, and servants shall be primary insurance to the full limits of liability of the policy, and that if the County or its officers and employees have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only. | |||||||||
In the event of the breach of any provision of this section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, the County at its option, may, notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work pursuant to this Agreement. | |||||||||
11. |
Compliance with Laws; Payment of Permits/Licenses | ||||||||
All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, ordinances, and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment “H,” and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and incorporated by reference herein as Attachment “I,” which prohibits discrimination on the basis of handicap in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations. |
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In the event of a conflict between the terms of this Agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement. Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance. |
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12. |
Non-Discrimination | ||||||||
A. Section 504 applies only to Contractors who are providing services to members of the public. Contractor shall comply with § 504 of the Rehabilitation Act of 1973, which provides that no otherwise qualified handicapped individual shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of this Agreement. B. General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or be subjected to discrimination under this Agreement. C. Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County upon request. D. Violation of Non-discrimination provisions. Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject the Contractor to penalties, to be determined by the County Manager, including but not limited to | |||||||||
1) termination of this Agreement; 2) disqualification of the Contractor from bidding on or being awarded a County contract for a period of up to 3 years; 3) liquidated damages of $2,500 per violation; 4) imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager. | |||||||||
To effectuate the provisions of this section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under this Agreement or any other Contract between Contractor and County. | |||||||||
Contractor shall report to the County Manager the filing by any person in any court of any complaint of discrimination or the filing by any person of any and all charges with the Equal Employment Opportunity Commission, the Fair Employment and Housing Commission, or any other entity charged with the investigation of allegations within 30 days of such filing, provided that within such 30 days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include the name of the complainant, a copy of such complaint, and a description of the circumstance. Contractor shall provide County with a copy of their response to the Complaint when filed. | |||||||||
E. Compliance with Equal Benefits Ordinance. With respect to the provision of employee benefits, Contractor shall comply with the County Ordinance which prohibits contractors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse. F. The Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a), which is incorporated as if fully set forth herein. G. Compliance with Contractor Employee Jury Service Ordinance. Contractor shall comply with the County Ordinance with respect to provision of jury duty pay to employees and have and adhere to a written policy that provides that its employees shall receive from the Contractor, on an annual basis, no less than five days of regular pay for actual jury service in San Mateo County. The policy may provide that employees deposit any fees received for such jury service with the Contractor or that the Contractor deduct from the employee’s regular pay the fees received for jury service. | |||||||||
13. |
Retention of Records, Right to Monitor and Audit | ||||||||
(a) Contractor shall maintain all required records for three (3) years after the County makes final payment and all other pending matters are closed, and shall be subject to the examination and/or audit of the County, a Federal grantor agency, and the State of California. (b) Reporting and Record Keeping: Contractor shall comply with all program and fiscal reporting requirements set forth by appropriate Federal, State and local agencies, and as required by the County. (c) Contractor agrees to provide to County, to any Federal or State department having monitoring or review authority, to County's authorized representatives, and/or their appropriate audit agencies upon reasonable notice, access to and the right to examine all records and documents necessary to determine compliance with relevant Federal, State, and local statutes, rules and regulations, and this Agreement, and to evaluate the quality, appropriateness, and timeliness of services performed. | |||||||||
14. |
Merger Clause | ||||||||
This Agreement, including the Exhibits and Attachments attached hereto and incorporated herein by reference, constitutes the sole Agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of this Agreement's date. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and signed by the parties. In the event of a conflict between the terms, conditions, or specifications set forth herein and those in Exhibits "A" and “B” attached hereto, the terms, conditions, or specifications set forth herein shall prevail. | |||||||||
15. |
Controlling Law | ||||||||
The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder, the interpretation, and performance of this Agreement shall be governed by the laws of the State of California. | |||||||||
16. |
Warranties | ||||||||
Contractor will maintain the confidentiality of information regarding any physician or patient record. Contractor warrants that it either owns or has the right to license the services hereunder. Contractor warrants that the services provided hereunder will be performed in a competent and workmanlike manner, which meets or exceeds industry standards. Contractor guaranties the integrity of data at County’s location as long as any 3rd party has not modified the installed application. Contractor represents and warrants that Contractor will update Software Products (including, but not limited to, content usage for drug database and drug interaction checks, E&M Coding Advisor) as necessary to ensure that such Software Product complies with the most current Federal or California requirements. Other than as expressly set forth in this Agreement, Contractor does not make any express or implied warrantees, condition, or representations to County, any of its affiliates or any other party with respect to the applications, services or any products, documentation, or any other services or works of authorship provided hereunder, or otherwise regarding this Agreement, any implied warranty or condition of merchantability, non-infringement, or fitness for a particular purpose, are expressly excluded and disclaimed. Limitation of Liability. Contractor’s liability to County for any losses or indirect damages, in contract, tort or otherwise, arising out of the subject matter of this Agreement shall be limited to those actual and direct damages which are reasonably incurred by County and shall not exceed the total fees paid to Contractor by the County less any beneficial use. The beneficial use will be depreciated over five (5) years. Contractor will not be liable for: (I) Special, punitive, indirect, incidental, exemplary or consequential damages or loss of date, lost profits, loss of goodwill in any way arising from or relating to this, the applications or services, even if Contractor has been notified of the possibility of such damages occurring. |
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17. |
Software Products License Terms and Conditions |
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County’s use of the licensed Software Products is subject to the following: General. Subject to the terms and conditions of this Agreement, Contractor grants and County accepts a non-exclusive, non-transferable license for the Providers to access and use the functionality of the Software Programs during the term of this Agreement. County may use the Contractor Software Products grams at any Sites owned or operated by the County. Providers may access the Contractor Software Products remotely. The County shall not permit any other person or entity to access or use the Software Products. County Modifications and Enhancements. County may not make any modifications or enhancements to the Software Products without Contractor’s prior written consent. Proper Use of Software. The County acknowledges that the continued integrity of the Software Products and Contractor's performance of its obligations described in this Agreement are dependent upon County’s use of the Software Products in accordance with the documentation available to County and the terms and conditions of this Agreement. Ownership and Proprietary Rights. County may not attempt to sell, sublicense, lease, permit, rent or transfer in any way whatsoever the Software Products. County agrees that it will not, at any time, without the prior written consent of Contractor, decompile, disassemble or reverse engineer any software included within the Software Products, including without limitation the applications, to develop functionally similar Software Products or permit any third party to do any of the foregoing. County agrees to not grant access to any 3rd party for any purpose without the prior written consent of Contractor. Contractor shall indemnify, defend, and hold County harmless from any action against County to the extent that it is based on an allegation that the Software Products have infringed an intellectual property right or trade secret and pay those damages or costs related to the settlement of such action or finally awarded against County in such action, including but not limited to attorney fees, provided that, (a) County promptly notifies Contractor of such action, (b) gives Contractor full authority, information and assistance to defend such claim, and (c) gives Contractor control of the defense of such claim. Ownership of Data. All the patient demographics and medical records created by the Software Products will be solely owned by the County. To the extent required by the Health Insurance Portability and Accountability Act of 1996 and regulations related to privacy promulgated there under (the “Privacy Standard”), and notwithstanding anything to the contrary herein, Contractor will maintain the confidentiality of Protected Health Information or PHI (as defined by the Privacy Standard) made available to or obtained by Contractor as a result of this Agreement and will comply with applicable requirements of the Privacy Standard. Specifically, Attachment H outlines the required policies and procedures. County is responsible for all required hardware and network to be installed and set up properly prior to Contractor’s installation of Software Products. County is responsible for any delays due to hardware and network set up and that result in rescheduling of install, training dates and travel arrangements. County will incur any unavoidable Contractor expenses involved with having to reschedule install and training dates. Contractor shall conform to all current and future Federal and California laws and regulations. Contractor shall comply with HL-7, DICOM, SNOMED, CCOW, CCHIT and CCR standards. Contractor will support all functionality and customizations in future Versions. Contractor shall make the Software Products backward compatible (i.e. Modern view v/s web view). County and Contractor will work in good faith to allow Contractor in the future to migrate away from old functionality as long as the new Versions adequately meet user requirements. Contractor shall not discontinue support or regular updates and enhancements for any Software Products during the term of the Agreement. In the event of such discontinuation, County shall receive any successor application at no additional costs or a refund for any fees paid for the discontinued Software Products. Contractor shall comply with the County security standards for remote access support. |
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18. Escrow If Contractor or any successor company should cease its business generally and should irrevocably fail to perform its obligations under this Agreement, including but not limited to maintenance and support, Contractor agrees to provide access to the source code of the Software Products to the County solely for the purposes of (i) County's enhancing and making modifications to the Software Products for its internal use; and (ii) County’s maintaining the Software Products by diagnosing malfunctions and eliminating software ‘bugs’. In such case, and in only such case, County may provide access to the source code and knowledge of the technology underlying the Software Products to third parties, provided that any and all such third parties agree that their knowledge of the same will be maintained in confidence and used solely for the above-stated purposes, and not for commercial sale or use by any other persons or entities. In addition to the foregoing, if and when Contractor places the Software Products in escrow (the Escrow Materials), and offers such escrow service to other Counties, Contractor shall add County as a beneficiary of such service. For purposes of this Agreement, the Escrow Materials shall consist of: the documentation associated with the Software Products, the data models, programmers’ notes and release notes respecting the Software Products, the source code of the Software Products, and the update source. County agrees that any such Escrow Materials and the rights thereto may constitute a marketable asset of Contractor or a successor entity, and therefore will not transfer such materials to any third party, nor allow any third party to duplicate or reverse engineer any software, except as required for County’s own operations. |
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19. |
Miscellaneous | ||||||||
Force Majeure. The obligations of the respective parties shall be abated for so long as, and to the extent that, their performance is rendered commercially impracticable by causes and events beyond the reasonable control of the affected party, including without limitation fires, floods, acts of God, strikes, unavailability or delays of materials or transportation, war, revolution, insurrection, acts of the public enemy, governmental regulation or prohibition. The party claiming abatement of obligation hereunder shall reasonably notify the other of the cause or event giving rise to such claim, and shall take all reasonable steps to limit the effect and duration of such cause or event. Headings. The headings in this Agreement are for information and convenience only and shall not affect the construction thereof. Entire Agreement. This Agreement sets forth the entire agreement between Contractor and County with respect to the subject matter hereof, and no modification, amendment, waiver, termination, or discharge of this Agreement or any provisions hereof shall be binding upon either party unless confirmed by written instrument signed by both parties. Severability. In the event that any part of this Agreement is declared to be void or unenforceable by a court having jurisdiction, the remainder of this Agreement shall continue in full force and effect with such void or unenforceable part thereof deleted there from. 20. Dispute Resolution Administrative-Level Performance Review. If a dispute arises between the parties, the project managers for the parties shall meet and attempt to resolve the dispute. Written minutes of such meetings shall be kept. If such representatives are unable to resolve the dispute within ten (10) calendar days after the initial request for a meeting, then the parties shall seek to resolve the dispute through an executive-level performance review as described below. Executive-Level Performance Review. For disputes that are not resolved, negotiations shall be conducted by County’s Deputy Director of ISD and a vice president or higher-level officer of Contractor. If such representatives are unable to resolve the dispute within thirty (30) days after the parties have commenced negotiations, or forty-five (45) calendar days have passed since the initial request for negotiations at this level, then the parties shall be entitled to discontinue negotiations and shall seek to resolve the dispute through mediation. Mediation. For disputes that are not resolved as described in Executive Level Performance Review, the parties may agree to submit the dispute to mediation, which shall be binding or non-binding as then agreed to by the parties; provided, however, that if the parties are unable to then agree, the mediation shall be non-binding. The parties mutually shall select an independent mediator experienced in health information systems, and each shall designate a representative(s) to meet with the mediator in good faith in an effort to resolve the dispute. The specific format for the mediation shall be left to the discretion of the mediator and the designated party representatives and may include the preparation of agreed-upon statements of fact or written statements of position furnished to the other party. If Contractor fails to materially perform its duties under the Agreement, County may reasonably deduct from payments a proportional amount until resolution has been completed to County satisfaction. County agrees to serve as a reference for Contractor after system implementation. This will include hosting site visits for Contractor’s potential clients; the terms are outlined in Exhibit B, paragraph 8. |
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21. Change Requests If County believes that a change to the Project Workplan is necessary or desirable, County shall issue to Contractor a written change request ("Change Request") in the form attached hereto as Attachment A. Unless different time frames are then agreed to by the parties, within five (5) business days for a simple Change Request, or within ten (10) business days for a complex Change Request, in each case following Contractor' receipt of such Change Request, Contractor shall provide to County a written statement describing in detail: (a) any additional services to be performed, new software and/or equipment required as a result of the Change Request and/or software, equipment and/or services that are no longer required as a result of the Change Request; (b) the effect, if any, that any such additional software, equipment and/or services or deleted software, equipment and/or services will have on the Project Workplan; (c) the cost or savings associated with such additional or deleted software, equipment and/or services; and (d) any other information relating to the Change Request that may reasonably be requested by County (“Change Response"). If County accepts a Change Response in writing, such Change Response, together with County's Change Request, shall be deemed to be a Change Order and shall be considered an amendment to this Agreement. If County rejects such Change Response, Contractor shall proceed to fulfill its obligations as originally agreed under this Agreement. |
22. |
Notices |
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Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when deposited in the United States mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed to: In the case of County, to: San Mateo County Information Services Department Chris Flatmoe, CIO/Director 455 County Center, Third Floor Redwood City, CA 94063 In the case of Contractor, to: Girish Kumar Navani 112 Turnpike Road Westborough, MA 01581 Keith Aurzada, Esq. Powell Goldstein LLC 2200 Ross Avenue – Suite 3200 Dallas, TX 75201 | |||
IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hands. | |||
COUNTY OF SAN MATEO A Political Sub-division of the State of California | |||
By: | |||
President, Board of Supervisors San Mateo County | |||
Date: | |||
ATTEST: | |||
By: | |||
Clerk of Said Board | |||
ECLINICALWORKS LLC | |||
Contractor’s Signature | |||
Date: | |||
Long Form Agreement/Business Associate v 6/24/04 |
EXHIBIT A – SERVICES AGREEMENT BETWEEN COUNTY OF SAN MATEO AND ECLINICALWORKS, LLC |
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In consideration of the payments set forth in Exhibit “B”, Contractor shall provide the following services: | |||||||
1. |
Scope Of Work and Expected Benefits |
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San Mateo Medical Center (SMMC) proposes to introduce an Ambulatory Electronic Medical Record (AEMR) to all of its outpatient clinics. Scheduling functionality will be implemented simultaneously in all outpatient clinics, followed by sequential implementation on a clinic by clinic basis of the combined functionality of electronic prescribing, healthcare maintenance, chronic disease management, patient portal and comprehensive electronic clinical documentation. SMMC intends to implement the electronic encounter documentation first in a primary care clinic, followed by a phased rollout to primary care clinics at the main and satellite campuses, and to pediatrics, geriatrics, surgery, and other specialty clinics. |
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Integration will be achieved as follows: Patients will be registered using existing systems at SMMC and this information (including demographics and episode number) will be electronically transferred to the AEMR. Enterprise-wide scheduling of appointments will be made through the AEMR. While documenting the encounter in the chart, the care provider may dictate specific portions over the phone to SMMC’s contracted transcription service; this dictated report would then be electronically inserted in the AEMR at a later date after digital signature by the care provider using SMMC’s electronic signature application. The care provider can also order both laboratory and radiology studies electronically through the AEMR and the subsequent results would be electronically inserted in the AEMR in the appropriate locations. If medication is necessary, the care provider can create a digital prescription in the AEMR and have this sent electronically to any pharmacy participating in the SureScripts Program, faxed electronically to any pharmacy or printed locally. When the care provider has finished documenting the chart, the AEMR will be digitally signed and an agreed upon portion of the encounter will be electronically transferred to SMMC’s Lifetime Clinical Record. Data migration will include the following: preloading of the AEMR application with the entire contents of SMMC’s existing chronic disease registry products, selected scanned documents from each patient’s paper chart, selected patient demographics from Invision/EAD and scheduled appointments from SMMC’s existing scheduling application. The option for migrating scheduling templates will be evaluated during the workplan development process. Any paper documents crucial to the patient’s chart that are created after implementation of the AEMR will be scanned and included in the AEMR. SMMC will be responsible for scanning the paper charts into the AEMR. |
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Expected benefits from this project include: |
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For general impact of an AEMR: |
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• Improved patient care • Improved patient safety • Elimination of redundancy in many clinical workflow activities • Improved communication between staff • Improved understanding and monitoring of clinical workflows • Improved charge capture and reduced time to billing • Decreased use of paper and eventual elimination of paper charts • Improved patient communication with clinics |
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For the electronic prescribing functions: | |||||||
• Complete and accurate medication lists for all patients who are managed in the clinic system • Reduction in outpatient medication prescribing errors, including med-med and med-allergy interactions • Improved reconciliation of medication lists at time of hospital admission • Reduction of pharmacy call backs for prescriptions of medicines not covered by the patients' health insurance • Automated generation of current, clinically relevant patient problem lists as a by-product of the electronic prescription generation • Enhanced workflow for prescription refill requests • Reduced time required to prescribe and refill medications • Improved time and workflow efficiency of SMMC clinicians For the healthcare maintenance (HCM) functions: • Complete and accurate documentation and reporting of health care maintenance activities in our clinics • Periodic and ad hoc reports on selected HCM items by patient demographics, patient condition, by provider, and by clinic • Custom tailored HCM activities by healthcare condition • Measurable improvement in success of routine HCM activities For the Chronic Disease Management (CDM) functions: • Ability to analyze and report measures of ongoing disease-management activities • Periodic and ad hoc reports on health outcome parameters by patient demographics, patient condition, by treatment, by laboratory parameters, by provider, and by clinic • Custom-tailored therapy advice by patient demographics, healthcare condition and laboratory parameters, including alerts and reminders of needed interventions • Measurable improvement in health outcomes for patients with selected chronic diseases For the ambulatory care clinical documentation system• Electronic documentation of ambulatory clinical encounters • Improved and more efficient workflow in the ambulatory clinics • Distributed electronic access to outpatient notes immediately after each encounter • Automated tracking and management of test results and abnormal test follow-ups • Reporting of measures of patient flow, wait times, and other clinic processes | |||||||
For the patient portal • Ability to request medication refills and appointments via a web browser • Electronic messaging to clinic personnel in the AEMR via a web browser • Access to radiology and laboratory results via a web browser • Electronic alerts for appointments and immunizations 2. Sites The Software Products will initially be installed at the following San Mateo Medical Center Outpatient Clinics System Sites: North County Clinics 1. Daly City Clinic - adult and pediatric primary care, pediatric dental, and mental health services 2. Daly City Youth Health Center - adolescent care 3. South San Francisco Clinic - adult and pediatric primary care, optometry, and WIC services Mid-County Clinics 4. Main Campus Clinics - adult and pediatric primary care, and specialty care including AIDS services. Separate clinics listed below: Primary Care OB/GYN Pediatrics Medical Specialty Surgical Specialty Dental Eye Care 5. Ron Robinson Senior Care Center - primary care and medical or psychological assessment for people aged 60 and older 6. Coastside Clinic- adult primary care and obstetric care South County Clinics 7. Fair Oaks Clinic - adult primary care, obstetric care, and dental care 8. Fair Oaks Children’s Clinic - pediatric care 9. Sequoia Teen Wellness Center - adolescent care 10. Willow Clinic - adult and pediatric primary care, some specialty care including AIDS services, optometry, and dental care 11. Methadone Clinic - drug treatment services 3. Hardware Recommendations The Contractor’s minimum recommended hardware necessary for the operation of the Software Products is shown below and is based on the following assumptions: A. 72 FTE Providers (160 Provider Licenses) B. 576 concurrent Users C. Software Products listed in Exhibit A Section 4 will be installed | |||||||
Qty Server/Description Recommended Application Servers 3 Processor: Dual Core Xeon Processor 5130 4MB Cache, 2.00GHz, 1333MHz FSB RAM: 4GB OS: Windows 2003 Standard Hard Disk: RAID1 73GB No NIC teaming Dual On Board NIC’s Recommended Staging and Test Application/Interface Servers 1 Processor: Dual Core Xeon Processor 5130 4MB Cache, 2.00GHz, 1333MHz FSB RAM: 4GB OS: Windows 2003 Standard Hard Disk: 2x146GB disk No NIC teaming Dual On Board NIC’s Recommended DB/Reports Servers 3 Processor: 2x Dual Core Xeon Processor 5130 4MB Cache, 2.00GHz, 1333MHz RAM: 8GB OS: Windows 2003 Enterprise Hard Disk: OS – RAID1 73GB Dual HBA Fibre Channel cards No NIC teaming Dual On Board NIC’s Recommended FTP/File Servers and Interface Servers 2 Processor: Dual Core Xeon Processor 5130 4MB Cache, 2.00GHz, 1333MHz RAM: 4GB OS: Windows 2003 Enterprise Hard Disk: OS - RAID1 73GB DUAL HBA Fibre Channel Cards No NIC teaming Dual On Board NIC’s 2 Recommended Patient Portal Servers Processor: 2x Dual Core Xeon Processor 5130 4MB Cache, 2.00GHz, 1333MHz RAM: 8GB OS: Windows 2003 Enterprise Hard Disk: OS – RAID1 73GB No NIC teaming Dual On Board NIC’s Dual HBA Fibre Channel cards Recommended Storage Requirements
3 2 2 (Dual Storage Processor) Array 500GB 7.2K RPM Serial ATA 3Gbps 3.5-in 250GB SATA2, 7.2K RPM,AX150 (341-5007) 250GB SATA2, 7.2K RPM,AX150 (341-5007) | |||||||
(Dual Storage Processor) Array 3x500GB 7.2K RPM Serial ATA 3Gbps 3.5-in 2x250GB SATA2, 7.2K RPM,AX150 (341-5007) 2x250GB SATA2, 7.2K RPM,AX150 (341-5007) Recommended Network Requirements (IF NOT ALREADY EXISTING) 2 2 Recommended 10/100/1000 GB Ethernet Firewalls – Cisco ASA 5520 Switches – Cisco Catalyst 3750(24 pt) Recommended Backup Solution Recommended: Disk to Disk backup ECW uses Backup exec’s 11d Remote Agent and Continuous Protection Server and backs up to a InfoTrend Eonstor SATA array ECW also uses EMC SANCOPY to replicate Snapshots of SAN arrays for added redundancy within the backup solution Recommended Anti-virus McAfee Optional 2 SSL Accelerators – TMX1100 Recommend Work Stations Processor: Intel P4 (2.6 GHz) or equivalent Memory: 512 MB (2.0 GB of Memory for using eCW with Dragon Naturally Speaking) Hard Drive: 5 GB Operation System: Windows XP Pro SP2/Vista Business or Enterprise Only Network: 100 MB Recommend Tablets/Laptops Processor: Intel Pentium M with Centrino Mobile Tech 1.0GHz Memory: 512MB** (2.0 GB of Memory for using eCW with Dragon Naturally Speaking) Hard Drive: 5 GB Operation System: Windows XP Pro SP2/Visata Business or Enterprise Only Network: 802.11 G Wireless | |||||||
4. |
Software Products | ||||||
Products |
Functionality |
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eClinicalWorks Product Suite Version 7.6 |
EMR Package to manage the Front Office, Mid Office and Document Management |
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Functionality included with the Integrated Front-Office and Mid-Office and Interface Components |
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Front Office Package |
• Appointment Scheduling • Telephone Triage • Referral Management • Office Messaging and Workflow • Patient Management o Demographics o Insurance • Document Generation o Letters creation and Microsoft Word Mail Merge o Document Scanning and Archiving • Integrated Scan, Digital Image, Digital Audio file interface |
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EMR Package (Mid Office) |
• Electronic Medical Records (S.O.A.P.) • Prescription Management • Protocol Alerts o Immunization and Reminders Lab and Diagnostics Imaging Reminders Custom Rules • ACPOE o Prescriptions, Labs, Diagnostics Imaging • Growth and clinical analysis Charts • E&M Coding Advisor • Clinical Analysis Reports • Super Bill, Reports • Charge Capture (ICD and CPT) • Electronic Prescribing |
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Document Management Package |
• Scanning and archiving of documents • Lab Reports • Consult Notes • Referrals • All Patient Documents • HIPAA letters, etc |
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Patient Portal |
Patient, Provider • Outbound Communication § Appointments reminders via email § Health Check Review via email • Lab Results review online • Appointment Requests • Web Visits • Refill Requests from Patients • Patient Medical History Intake • Patient Statement Downloads • Patient Demographic Update • Patient CCR for PHR (Personal Health Record) |
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• The Software Products listed above include the functionality specifications listed in the RFP (defined in Definitions). |
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• Additional products and services may be added at a later date with an addendum to the Agreement based on the costs listed in Exhibit B. |
EXHIBIT B – PAYMENTS AND RATES AGREEMENT BETWEEN COUNTY OF SAN MATEO AND ECLINICALWORKS, LLC | |||
In consideration of the services provided by Contractor in Exhibit “A”, County shall pay Contractor based on the following fee schedule: | |||
1. |
SOFTWARE IMPLEMENTATION AND HARDWARE | ||
License Cost for 160 Named Providers and 72 FTE Providers: |
$324,000 (Breakdown of providers and FTE is listed in Exhibit B #9) |
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Implementation FIXED FEE Cost: |
$304,500 Assumes overall timeline for implementation of 11 Sites: not to exceed 58 weeks as outlined in Exhibit A Section 2. Contractor is providing a Fixed Fee implementation for the Software Programs. This assumes that County will provider IT Staff, a Steering Team and a full time Project Manager, for the 58 week implementation as described in Exhibit A. | ||
Hardware |
Contractor does not resell hardware. County may purchase the Contractor recommended Hardware (Exhibit A #3) to operate the Software Programs from any source. If County purchases and installs Contractor recommended Hardware and Hardware is found to be insufficient Contractor shall bear the cost of remediation. | ||
E-prescribing Costs for 160 Named Providers and 72 FTE Providers |
$21,600 per year (Breakdown of providers and FTE is listed in Exhibit B #9) |
If County defaults in its payments for the SMS, or causes its SMS subscription to expire, County has the right to continue using the Software at its own risk, without benefit of upgrades or support, and agrees that Contractor shall not be liable or responsible for any errors or problems with the Software and/or its associated third |
Party data from that time forward. County understands and agrees that the Drug Database, CPT, ICD codes and Lab and Device Interfaces cannot be used if the Maintenance and Support Agreement is not in effect. |
5. PAYMENT TERMS
License Fees. The License Fee is $324,000 and is based on 160 named providers and 72 FTE Providers. The payments for the Licenses Fee shall be based on phases on the following milestones:, 15% upon Effective Date, 35 % on Delivery, 35% on FPU of Software Products and 15% upon Final Acceptance. Payment for additional Licenses purchased is due and payable in full upon Delivery. There are no License Fees for Users except for Providers and there is no User limit. Interfaces. Payment for interfaces shall be based on the following milestones, 50% upon Effective Date and 50% upon Final Acceptance of all interfaces. There is no additional charge for Data Migration of demographics, scheduling or insurance data. Data Migration for registry data will be billed on a time and materials basis at $675 per day. Implementation. The Fixed Implementation Fee is $304,500. Payments shall be $21,568.75 per month for 12 consecutive months and $45,675 upon Final Acceptance. Monthly payments for the Fixed Fee Implementation shall commence upon completion of the mutually agreed to Project Workplan. Out of Pocket Expenses. County will reimburse Contractor for reasonable expenses required for Contractor to perform Contractor’s duties under this Agreement. County may require receipts as documentation of expenses. County requires prior approval of any out of pocket expense for travel not identified in the Project Workplan. Sales Taxes. County shall be responsible for any sales taxes incurred by Contractor as a result of Contractor performing Contractor’s duties under this Agreement. SMS. SMS fees are comprised of an annual maintenance fee and an annual support fee. The annual maintenance fee for each Provider FTE is $729 except for Physical Therapists which is $405. The annual support fee for each Provider FTE is $540. SMS fees for the initial 72 Provider FTEs begin upon FPU for each of the 11 Sites and are based on the number of Provider FTEs at each Site. SMS on additional Provider Licenses shall start upon Delivery. SMS shall be invoiced on a monthly basis with the first month prorated based on Site FPU or Delivery. The SMS fees include the upgrade functionality of the Software Products and the ongoing usage of the drug and billing codes (ICD & CPT) content, and the fee includes telephone support and online support. There shall be no increase in SMS fees for one year after the start of SMS. Thereafter, Contractor may increase the SMS once in a 12-month period provided County receives at least sixty (60) days prior written notice of such increase. SMS Fee increases shall not exceed three (3) percent annually or the past year CPI, whichever is lower. |
E-Prescribing/Formulary Checking costs are based on each of the 11 Sites FPU. The annual costs for each Provider FTE is $300. Additional Providers can be added at the annual cost of $300 per Provider FTE commencing upon Delivery. E-prescribing/Formulary checking shall be invoiced on a monthly basis with the first month prorated based on FPU or Delivery Date. There shall be no increase in E-Prescribing/Formulary Checking fees for one year after the start of E-Prescribing/Formulary Checking fees. Thereafter, Contractor may increase the fee once in a 12 month period provided County receives at least sixty (60) days prior written notice of such increase. Such fee increases shall not exceed three (3) percent annually or the past year CPI, whichever is lower.
Consulting Services. County may request, in writing, Contractor to provide additional consulting services to identify ways to optimize the use of the Software Products for $675 per day per person plus applicable travel.
Additional Services. County may request in writing additional services from Contractor such as custom programming, additional Software Products and training. Contractor and County shall mutually agree in writing on the costs for such additional services and Contractor shall provide such additional services. Contractor’s rate for professional services is $675 per 8 hour day.
Future Purchases. County will have the option to purchase additional products and services that are not part of this Agreement by signing an agreement addendum to add these products or services. The costs of these additional products and services are outlined in Exhibit B, Section 7. County will receive a 35% discount on future purchases of EPM, EHX and additional interfaces. Invoicing. Contractor agrees to work with the County to define the invoice details and agrees to comply with County specifications. Contractor will invoice County within 30 days of service or as otherwise provided for in this Agreement. The amounts payable shall be due and payable on the date specified in this Agreement or if not specified then within thirty (30) days of receipt of invoice therefore and payment must be made in U.S. Dollars. Contractor will assess County a late payment charge on any amount which remains unpaid thirty (30) days after it is due, computed at the rate of one and one-half percent (1½%) per month or the highest allowable by law, whichever is lower, on the unpaid amount for every month the amount remains unpaid. All payments will be made without setoff, counterclaim, recourse or other defense. Payments withheld in good faith will not be considered breach by County or be subject to interest. |
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6. Performance Metrics |
Contractor performance of services under this Agreement will achieve the following measures of success (“Implementation Success Metrics”) in 80% of the Providers.
Clinician Scorecard |
Target |
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1. Current (post FPU) visit encounters captured and viewed in EHR (in any format) Measure: Practice audit and analysis of EHR audit logs |
85% | ||
2. Form based/template based encounter documentation used at any time in an encounter. Measure: Practice audit and analysis of EHR audit logs |
30% | ||
3. Visits coded in EHR. Measure: Practice audit and audit logs from EHR system |
85% | ||
5. Prescriptions ordered, recorded and managed electronically: Prescriptions written in EHR and either printed out for patient or sent directly to pharmacy. Refill requests and renewals also handled directly through EHR. Measure: Audit logs from EHR; analysis of eRx volume |
85% | ||
6. Test orders originated and recorded in EHR. Orders transmitted directly or requisition printed for patient. Measure: Audit logs from EHR; analysis of orders |
80% | ||
7. Problem lists, medication lists, current meds, allergies recorded and maintained electronically Measure: Practice audit and analysis of EHR audit logs |
85% | ||
Staff/Practice Scorecard |
Target | ||
8. Patient messages entered directly and managed in EHR. Measure: Practice audit and analysis of EHR audit logs |
85% | ||
9. Clinical tasking performed electronically, recorded in EHR: Task assigned to someone, tracked and recorded in chart when patient specific. (e.g. lab results ready for review by physician, reviewed and referred to other staff for action.) Measure: Practice audit and analysis of EHR audit logs |
85% | ||
10. Patient flow viewed and managed electronically (automated check-in, rooming etc, if available in the software application.) Measure: Practice audit and analysis of EHR audit logs |
70% |
CALCULATION OF PERFORMANCE CREDITS
Failure to meet the Implementation Success Metrics (the “Metrics”) above will result in Contractor providing additional training to the providers at no additional cost that are not able to meet the Metrics. The Providers need to have demonstrated that they attended their scheduled trainings and have demonstrated their commitment to use the EHR.
Measurement –6-months after the FPU Date for the first Site (currently scheduled: TBD), County will measure implementation success for all live Sites in a manner substantially similar to the method described in the Implementation Success Metrics table above. A final measurement interval will occur 6 months after FPU Date for last Sites. Identification - If Contractor has not met 7 out of the 10 Implementation Success Metrics during the measurement interval with respect to 80% or more of the Providers that have then reached FPU with Contractor, the County will present to Contractor a list of Providers not meeting the Implementation Success Metrics (“Non-Performing Providers”). County will in good faith limit the list of Non-Performing Providers to those determined to be reasonably responsive to follow-up and remediation. Contractor and the Sites will mutually agree on a remediation plan for the Non-Performing Providers. Contractor will perform, at its cost, remediation for Non-Performing Providers.
Project Agreement: |
Change Request No.: |
Request Date: |
Requestor: | ||
Change Description: | ||
Action Requested: (Initial by Authorized COUNTY Management) None Verbal Quote High-Level Estimate Detailed Assessment | ||
Change Impact: |