AMENDMENT NO. 5 TO AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND |
THIS AMENDMENT TO THE AGREEMENT, entered into this _____ day of _______________, 2011, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and ECLINICAL WORKS, LLC, hereinafter called "Contractor"; |
W I T N E S S E T H: |
WHEREAS, pursuant to Government Code Section 31000, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof; |
WHEREAS, the parties entered into an Agreement to install and maintain an Ambulatory Electronic Medical Record (AEMR) at San Mateo Medical Center (SMMC) on January 8, 2008, as amended; and WHEREAS, County’s total fiscal obligation under the Agreement pursuant to Amendment No. 2 to the Agreement is not to exceed $2,990,000 over the term of the Agreement, and under this Amendment, Contractor shall issue a separate invoice for fees for each Software Product or service authorized by this Amendment (still subject to the Agreement’s not-to-exceed amount); and WHEREAS, the parties wish to add the following Software Products and services to the Agreement: 1. Dental EMR (Section 1); 2. Enterprise Business Optimizer (Section 2); 3. Patient Portal Hosted (Section 3); 4. eClinicalMobile (Section 4); 5. Assessment and Training, Meaningful Use, IDC10 and 5010 (Section 5); and 6. Infermed Smart Referral Integration (Section 6). |
NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS: 1.1 Dental EMR The Agreement is hereby amended to include Contractor’s Dental EMR Software Product. Contractor has entered into an agreement with Open Dental to integrate Contractor’s Software Products with Open Dental to develop a Dental EMR. Open Dental is a software application developed and licensed by Open Dental. Contractor and Open Dental have signed an agreement to cover the exchange of confidential information as required to provide the Dental EMR. County will enter into a separate agreement with Open Dental for the use of the Open Dental software application. 1.2 Dental EMR Exhibits The following exhibits, which are attached hereto and incorporated by reference herein, outline the services provided by and obligations of the parties under the Agreement with respect to the Dental EMR: Exhibit A - Project services, scope and estimated hours Exhibit B – Points of integration with Open Dental |
1.3 Definitions For purposes of Section 1.4 of this Amendment, below, the following definitions apply: “FTE Provider” shall mean a County Full Time Equivalent Dentist calculated at 1 FTE for each Dentist working over 2 days a week and 0.25 FTE for each Dentist working 2 days or less a week. “First Use” shall mean the first use of the Dental System in the County clinical environment processing actual dental patients. |
1.4 Services, Cost, and Payments Contractor will provide services for the Dental EMR as outlined in this amendment and in Exhibits A & B to this amendment. The cost and payment terms for the Dental EMR are as follows: Type Quantity Cost Extended Payment Event Perpetual FTE Provider Licenses 4 FTE $4,500 per FTE $18,000 onetime fee Amendment Effective Date Provider FTE Maintenance Services 4 FTE $810 per FTE per year $3,240 per year First Use Provider FTE Support Services 4 FTE $600 per FTE per year $2,400 per year First Use Provider FTE ePrescribing 4 FTE $25 per FTE per month $100 per month First Use Implementation and Training Expenses TBD: The number of implementation and training days shall be agreed to in the project work plan not to exceed 74 days without prior written approval of County. Implementation $675 per 8 hour day On Site Training $675 per day plus travel. Travel is $250 per day plus airfare TBD Contractor shall invoice County monthly for the actual number of implementation days incurred and expenses |
1.5 Support and Maintenance
SMS, as defined by the Agreement, will be provided in accordance with the terms of the Agreement. SMS includes ongoing integration with Open Dental at no additional charge to County.
1.6. Ongoing Integration
Exhibit B to this amendment describes the current integration with Open Dental. Should, within 12 months from First Use, Contractor and Open Dental discontinue integration or stop enhancements to the Dental EMR, County shall receive a credit for the amount paid for FTE Provider Licenses under Section 1.4 of this amendment.
2.1 Enterprise Business Optimizer (EBO)
The Agreement is hereby amendment to include Contractor’s Enterprise Business Optimizer Software Product. Enterprise Business Optimizer is a clinical and monetary business optimization software product that includes Cognos 8 Business Intelligence, which will allow users to create their own customized reporting and analysis with drill-down and custom report writing based on meta-data.
2.2. Cost and Payments.
The costs and payments for Contractor’s Enterprise Business Optimizer Software Product are as follows:
Type |
One Time |
Annual |
Payment Event |
Perpetual License 100 FTE Providers |
$50,000 |
Delivery | |
Perpetual License 4 FTE Dental Providers |
$2,000 |
Delivery | |
Setup Fee |
$500 |
Delivery | |
Support and Maintenance Services (SMS) 100 FTE Providers |
$5,000 |
Delivery |
If County requests EBO Consultant service, it will be billed at $1250 per day plus airfare during the initial term of the agreement. After the initial term it will be billed at the then current rate.
2.3 Additional FTE Providers
Additional FTE Providers may be added upon written request of the County for a one-time perpetual license fee of $500 per FTE Provider and $50 per year per FTE Provider for SMS. Contractor may increase the fees 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’s CPI, whichever is lower.
3.1 Patient Portal Hosting
Section 4, “Software Products,” of Exhibit A to the Agreement includes Contractor’s Patient Portal Software Product to be included within the Fixed Fee implementation and SMS fees of the Agreement. This section of the amendment addresses hosting of this product in more detail.
3.2 Hosting Service
Hosting of Patient Portal will be performed by eClinicalWeb. County has previously entered into an Agreement for Hosting services with eClincialWeb, and that Agreement will be amended to include Patient Portal. The cost for hosting the Patient Portal will be $25 per month per FTE.
4.1 eClinicalMobile (Optional)
eClincialMobile provides the functionality listed below through many smart phones:
o Checking schedules
o Reviewing Telephone and Web messages
o E-prescribing
o Looking up patient medical records
o Examining lab results
o Charge capture at the point of service
eClincialMobile is an optional Software Product that may be requested in writing by the County pursuant to the terms of this section of this amendment.
4.2 Cost and Payment Terms
The costs and payments for Contractor’s eClinicalMobile Software Product are as follows to the extent that the County opts to utilize the eClinicalMobile Software Product:
Type |
One Time |
Monthly |
Payment Event |
Subscription Fee for 100 FTE Providers |
$2,500 per month |
Delivery | |
Subscription Fee for 4 FTE Dental Providers |
$100 per month |
Delivery | |
Setup Fee |
$250 |
Delivery |
4.3 Additional FTE Providers
In relation to use of the eClinicalMobile Software Product, additional FTE Providers may be added upon written request of the County for an additional monthly subscription fee of $25 per FTE Provider.
4.4 Hosting Service
Hosting of the eClinicalMobile Software Product will be performed by eClinicalWeb. County has previously entered into an Agreement for Hosting services with eClinicalWeb, and that Agreement will be amended to include eClinicalMobile at no additional cost to County.
5.1 Meaningful Use, ICD10 and 5010 Assessment and Training (Optional)
Assessment and training in relation to meaningful use, ICD10 and 5010 is an optional Contractor service that may be requested in writing by the County. County and Contractor shall agree in writing the hours for assessment and training.
5.2 Cost and payment terms
The costs and payments for Contractor’s assessment and training services in relation to meaningful use, ICD10 and 5010 are as follows:
Type |
Cost |
Payment Event |
On line training |
$100 per hour |
As incurred |
Half day personalized Webinar |
$400 per half day session |
As incurred |
Full day personalized Webinar |
$750 per full day session |
As incurred |
On site training or assessment |
$675 per day plus $250 per day and airfare (2 day minimum) |
As incurred |
6.1 Smart Referral System The Agreement is hereby amended to include Contractor’s Smart Referral System Software Product. Contractor has entered into an agreement with InferMed to integrate Contractor’s Software Products with InferMed’s Arezzo application to develop a Smart Referral System. Arezzo is a software application developed and licensed by InferMed. Contractor and InferMed have signed an agreement to cover the exchange of confidential information as required to provide the Smart Referral System. County will enter into a separate agreement with InferMed for the use of the Arezzo software application. 6.2 Smart Referral System Exhibit The following exhibit, which is attached hereto and incorporated by reference herein, outlines the Development Summary plan in relation to services to be provided by Contractor with respect to the Smart Referral System: Exhibit C – Smart Referral Integration Summary |
6.3 Cost and Payments The cost and payment terms for the Smart Referral System are as follows: Type One Time Fixed Fee Support and Maintenance Services (SMS) Payment Event Development $75,000 Included, no additional charge $25,000 upon Effective Date of Amendment $25,000 upon completion of reporting functionality (task 8 in Exhibit C) $25,000 upon First Use 6.4 Site Visits |
County agrees to host up to 12 site visits per year for a period of 2 years for prospective eCW customers relating to the Smart Referral System. All site visits will be arranged by eCW and approved by the County. Each site visit will be limited to 4 hours. To the extent that Contractor seeks to permit visitors to view the Smart Referral System in use, Contractor shall provide test/sample data or shall work with the County to (1) obtain written consent from any patients whose information is viewed during the site visit and (2) secure written agreement from each visitor in order to ensure that they will protect the confidential health information of patients whose information they view during the visit.
7. General Provisions
All services provided in relation to the content of this amendment and all obligations of the parties in relation to those services, if not specifically addressed by this amendment and the Exhibits hereto, shall be governed by the Agreement, as amended.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hands. | |||
COUNTY OF SAN MATEO |
|||
By: | |||
Carole Groom, President, Board of Supervisors, San Mateo County | |||
Date: | |||
ATTEST: | |||
By: | |||
Clerk of Said Board | |||
ECLINICAL WORKS, LLC. | |||
Contractor’s Signature | |||
Date: | |||
AMENDMENT NO. 5 TO AGREEMENT
BETWEEN THE COUNTY OF SAN MATEO AND
ECLINICAL WORKS, LLC
Dental EMR
Exhibit A
Project Services, Scope and Estimated Hours
The primary purpose of the Dental EMR project is to assist SMMC in implementing the 16 Dental providers (4 Full Time Equivalents) on Contractor’s Electronic Medical Records (“EMR”) application and integrate it with Open Dental. SMMC has requested assistance in implementation tasks such as project management, workflows, system builds, and interface work.
Contractor will provide a Project Manager (“PM”) to successfully oversee the implementation of Contractor’s EMR for these 16 providers. The PM will be the owner of the overall milestones and will ensure the timelines are met by internal and external parties per a mutually agreed-upon Project Workplan that will be shared with all parties. Contractor’s services and project days will be identified in the Project Workplan and approved in writing by both parties prior to beginning such services. Any changes to the Project Workplan that impact the project schedule or amounts paid to Contractor shall be made in accordance with the Change Order process in that Agreement.
Contractor will provide its Business Analyst (“BA”) team to successfully accomplish the workflow analysis. The role of the BA team is to provide services onsite at SMMC. The BA team will bridge the gap for this new dental group and align them to embed their workflows into their existing Contractor instance at SMMC, understanding the overall vision of SMMC and implementing the dental practices accordingly. Contractor will provide a Product Management resource who will work with SMMC and Open Dental in implementing the interface between Contractor and Open Dental. Exhibit B, Points of Integration with Open Dental, visually outlines the scope of this integration.
The main goal of the Contractor Dental EMR project team is to create transparency for the dental practice at SMMC in regards to the implementation. The PM will provide guidance in various implementation tasks and will assist SMMC in meeting timelines. The scope of the services for this project is broken up in to the phases and estimated days shown below. Prior to commencing work on this project Contractor and County shall develop a project workplan that includes a detailed project schedule and mutually agreed-upon number of Contractor days for each phase.
Phase Estimated Days
a) Project Kick-Off 5
b) Workflow Analysis 14
c) Data Migration 10
d) Interfaces with Open Dental 20
e) On Site Training (optional) 20
f) Post Go Live Support 5
Total Not To Exceed 74
Project Phase |
Activities |
Deliverables/Objectives |
Responsible Parties |
Estimated # of Days |
a. Project Kick-Off |
• Conduct Kick-off meeting • Coordinate weekly meetings |
• Understanding needs of SMMC Dental practice. • Guide the steering committee or project leads in key decision making processes, updating/ building goals, workflows, to efficiently implement and use Contractor-Open Dental application. Alignment of SMMC vision of utilizing CONTRACTOR application. • Laying out the timelines of the complete project. |
Contractor Implementation team & SMMC Project Management team |
5 days |
b. Workflow Analysis |
• Contractor will conduct site visits at SMMC to gather business requirements for workflow design. • Data gathering (templates, patient communication letters, patient medical forms, etc.) • Conducting interviews with SMMC and the dental practice for workflow design discussions. |
• Workflow Implementation analysis: Assessment of current workflow and key decision making, including gap analysis to go towards an efficient PM/EMR workflow. • Document SMMC newly created dental workflows for unique scenarios. • Define and implement interface-based workflows for Open Dental with Contractor. • Define and document the training agenda for end user training and go live. |
Contractor Business Analyst |
14 days |
|
c. Data Migration |
• If applicable SMMC to define the elements that need to be migrated. |
• Contractor PM to map out the data migration process, cost and timelines for SMMC. • Determine how data will be extracted & given to Contractor |
Contractor PM, Data Migration Team |
10 days |
d. Interface with Open Dental |
• Coordinate meetings and own the integration sub-project between Contractor and Open Dental |
• Define interface scope • Define development or configuration of the interface • Setup the connectivity between Contractor and Open Dental systems • Define joint testing plan • Define signoff process. • Training on Open dental interface |
Contractor Implementation team & SMMC Project Management team, Open Dental interface team |
20 days |
e. Onsite Training |
• Contractor shall provide onsite training to SMMC or County may elect to provide part of all onsite training |
Training of the following software components: • Electronic Medical Record • Practice Management/Open Dental interface. • Add other items they will need to be trained on based on what they opt in the contract (e.g. Patient portal, messenger etc.) |
Vendor Training Team |
20 days |
f. Post Go Live |
• Vendor will shadow staff members and providers post go live to ensure users are using the EMR/PM system correctly and answer any questions they may have. • SMMC dental clinic will be operational on a mutually agreeable Go Live date. |
• Define helpdesk policy of ongoing support to users. |
Contractor SAM, SMMC helpdesk |
5 days |
AMENDMENT NO. 5 TO AGREEMENT
BETWEEN THE COUNTY OF SAN MATEO AND
ECLINICAL WORKS, LLC
Dental EMR
Exhibit B
AMENDMENT NO. 5 TO AGREEMENT
BETWEEN THE COUNTY OF SAN MATEO AND
ECLINICAL WORKS, LLC
Smart Referral System
Exhibit C
eCW Smart Referral Development Summary
Task |
Description |
Estimated Days |
1 |
Review Arezzo webservice routines, data structures, object classes and protocols |
5 |
2 |
Develop interface to transmit patient demographics |
6 |
3 |
Develop interface to securely transmit patient clinical data (labs, vitals, diagnostic imaging, past diagnosis and problem list), any additional clinical data elements will require a change order and will be at an additional cost |
10 |
4 |
Develop an internal mapping mechanism for specific clinical data elements in eCW’s database to Arezzo’s database |
30 |
5 |
Develop additional features so that users can properly interact with the new functionality in eCW |
5 |
6 |
Create a functional window within eCW to present data to the user |
10 |
7 |
Create functionality related to incoming and outgoing referrals |
30 |
8 |
Create reporting functionality through metadata in Enterprise Business Optimizer (EBO). |
20 |
9 |
Testing and error correction of the above development efforts |
15 |
10 |
Provide “Go Live” support |
7 |
11 |
Provide project management services |
6 |
Total |
144 |