REQUEST FOR PROPOSAL AND CONTRACT DOCUMENTS

REQUEST FOR PROPOSAL AND CONTRACT DOCUMENTS
Commissioner
President
Marilyn Brown
Commissioner
Paula Brooks
Commissioner
John O’Grady
REQUEST FOR PROPOSAL AND CONTRACT DOCUMENTS
FOR
REQUEST FOR PROPOSAL NUMBER: 2015-66-06
DATE AND TIME OF PROPOSAL OPENING: APRIL 3, 2015 AT 2:00 P.M.
PROJECT NAME: ELECTRONIC MEDICAL RECORD SYSTEM (EMR)
This Request for Proposals (RFP) is issued under the provisions of the Ohio Revised Code (ORC) Sections 307.86 to 307.92. All bids submitted in response to this RFP
shall comply with Ohio law. The laws of the State of Ohio will govern any disputes rising under this RFP and subsequent contract.
SUMMARY OF PROJECT/PROPOSAL
The Franklin County Board of Commissioners, on behalf of the Franklin County Public Health, is seeking proposals for
an Electronic Medical Record System (EMR).
NAME OF COMPANY: _________________________________________
NAME OF OFFICIAL: _________________________________________
** ORDER PLACEMENT/CONTACT NAME: _________________________________________
ADDRESS: _________________________________________
CITY, STATE, & ZIP: _________________________________________
TELEPHONE NUMBER: _________________________________________
FAX NUMBER: _________________________________________
EMAIL: _________________________________________
* This must be your company’s complete legal name.
** Order Placement/Contact Name is the Party whom will be main point of contact for Franklin County in regards to any
and all questions pertaining to Offeror’s Bid.
All contract terms, conditions, and specifications set forth in this bid document shall become part of the contract documents. Those
making bids are reminded to return the entire Invitation to Bid with their submission to Franklin County Purchasing Department,
373 South High Street, 25th Floor, Columbus, Ohio 43215-6315.
STATEMENT OF RECEIPT FORM
& “NO RESPONSE” FORM
Please indicate whether you or your company intends to respond to this ITB/RFP or chooses not to submit a
response on this commodity or service. Your feedback allows Franklin County to adjust bid lists as needed.
Please complete this form and return as soon as possible to:
Fax:
RE:
Email:
Mail:
(614) 525-3144
RFP# 2015-66-06 ~ Electronic Medical Record System (EMR)
[email protected]
Franklin County Purchasing Department
Attn: Jennifer Fair
373 South High Street-25th Floor
Columbus, OH 43215-6315
________
We have received the notification of the ITB/RFP and it is our intent to bid.
________
We have received the notification of the ITB/RFP and we decline to bid for the following
reason(s):
Please check all that apply:
________
Specifications too “tight”, i.e. geared toward one brand or manufacturer (explain below)
_________
_________
_________
_________
_________
_________
_________
_________
_________
_________
Insufficient time to respond
We do not offer this product or service.
We are unable to meet the specification(s).
We are unable to meet the bond requirements.
Specifications are unclear.
We are unable to meet insurance requirements.
Remove us from your bidder’s list for this commodity or service.
We are not interested in this bid, but wish to be considered for future solicitations.
We are unable to obtain the documents.
Other (specify below).
Remarks: ____________________________________________________________________________
Please note: This form is designed to allow feedback and will assist us in structuring our bid process in the most
efficient and user friendly manner. You will not be removed from the notification process unless you request it.
COMPANY NAME: ________________________________________
AGENT: ________________________________________
DATE: ___________TEL #:_______________________
ADDRESS: ________________________________________
ADDRESS: ________________________________________
EMAIL: ________________________________________
FAX#:___________________________________
Please complete and fax this form to our office prior to proposal opening date and time. Your feedback
is appreciated. Thank you.
Proposal Data Sheet:
Each bidder must complete and submit five (5) originals of the following Proposal Data Sheet when
submitting a bid/proposal. Please use blue ink.
1. To properly complete this form, please only fill out the information on the right-hand side under
“Bidder Information.”
2. Have the Authorized Person from your organization Type or Print their name in the
“Printed/Typed Signature Name” space and then have them Sign their name in the “Authorized
Signature (Original Signature Only)” space.
Certificate of Good Standing:
If Offeror’s company is incorporated or registered in the State of Ohio, we require a Certificate of Good
Standing. If the Offeror’s company is not registered or incorporated in the State of Ohio, we require a
Certificate of Good Standing from the State of your incorporation:
To obtain a State of Ohio Certificate of Good Standing, please visit:
http://www.sos.state.oh.us
 Click on “Business Filings” then
 Click on the box titled “Business Name Search”
Please note that your business name on the following Signature Page MUST be consistent
throughout your bid on ALL documents including Affidavits, Appendixes, W-9, Amendments
and/or Clarifications and all other documents requiring your Company Name to be placed on the
document. This must be your company’s complete legal name. Offerors must submit their bid under
their legal name and not under a trade name or fictitious name. If a DBA is used, Offeror must include
the legal name as well. This information will be confirmed prior to a contract being awarded.
Phone: (614) 525-3750
Franklin County
Fax: (614) 525-3144
Purchasing—25th Floor
E-mail: [email protected]
373 South High Street
Columbus, Ohio 43215-6315
Commissioners
Marilyn Brown, Presi dent
Paul a Brooks, Commissi oner
John O’Grady, Commissioner
Purchasing Department
Karl H. Kuespert, Director
The Bidder is responsible for completing all required information in
the prescribed format in order for their submittal to be considered
responsive. Failure to comply with the requirements will be
identified during the evaluation process.
Request for Proposal
Bidder Information
The Original Signed Proposal must be
submitted to the Franklin County Purchasing
Department to receive consideration for
award.
Attn: 2015-66-06
Franklin County Purchasing Dept.
373 South High Street – Floor 25
Columbus, Ohio 43215-6315
FEDERAL TAXPAYER IDENTIFICATION NUMBER:
PROPOSAL NUMBER:
TELEPHONE NO.:
BIDDER NAME:
STREET ADDRESS:
CITY:
STATE:
ZIP:
FAX NO.:
2015-66-06
PROPOSAL ADVERTISEMENT DATE:
CONTACT PERSON:
February 26, 2015
BID BOND AMOUNT: Not Applicable
E-MAIL ADDRESS:
OPENING DATE:
OPENING TIME:
PRINTED/TYPED SIGNATURE NAME:
April 3, 2015
2:00 p.m. EST
PERFORMANCE BOND REQUIRED:
YES X
NO
PRE- PROPOSAL CONFERENCE:
YES X
NO
A Pre-Proposal Teleconference will be held on
March 13, 2015 at 10:00 a.m. by dialing
1-877-820-7831 and entering participant passcode
297289.
AUTHORIZED SIGNATURE (ORIGINAL SIGNATURE ONLY) PLEASE SIGN IN BLUE INK:
FRANKLIN COUNTY PURCHASING PERSONNEL ONLY
Opened By:
Bid Bond Present:
Yes
No
PROPOSALS ARE BEING SOLICITED FOR:
RFP#:
2015-66-06
DESCRIPTION:
Electronic Medical Record System (EMR)
Authorized Signatures (This page must be signed and returned with your proposal submittal - it does not constitute an award of
a contract)
General Information
Appendices:
Background Information & Calendar of Events
Appendix A – Affidavits
Administrative Requirements:
Appendix B – References
Section 1 – General Instructions
Appendix C – Performance Bond Data Sheet
Section 2 – Proposal Requirements
Appendix D – Bidders Deliverables Checklist
Section 3 – Pricing and Estimates
Appendix E – Pricing
Appendix F Overview
Appendix F – Section 1 Proposal Response Template
Appendix F – Section 2 Functional Specifications
Appendix F – Section 3 Overview of FCPH EMR
Appendix F – Section 4 Existing Systems Tech Details
Appendix F – Section 5 Document Inventory & Samples
Appendix F – Section 6 CMH & Immunization Workflow
Appendix G – Draft Contract
Appendix H – Draft License/Maintenance Agreement
Appendix I – Software Source Code Escrow Agreement
W-9 Form
General Information
Any questions that arise during the preparation of Bids concerning the content of the RFP shall be submitted, in
writing, to Jennifer Fair, Bid Coordinator, for this project:
Jennifer Fair, Senior Purchasing Coordinator - Information Technology
Franklin County Purchasing Department, 25th Floor
373 S. High Street
Columbus, Ohio 43215-6315
Office: (614) 525-3750
Direct Line: (614) 525-3673
Fax: (614) 525-3144
Email: [email protected]

A Pre-Proposal Teleconference will be held on MARCH 13, 2015 at 10:00 a.m. by dialing 1-877-820-7831 and
entering passcode 297289. While participating in the pre-proposal teleconference is not mandatory, those
intending to submit a proposal bid are encouraged to attend.

All questions pertaining to this RFP must be submitted to Jennifer Fair, in writing, via email at
[email protected] no later than close of business on MARCH 20, 2015.

Sealed proposals are due by 2:00 p.m. on APRIL 3, 2015 at which time they will be publicly opened and
the names of proposers read aloud. Any proposal received after this date and time, for any reason, will be
automatically rejected.
Amendments and Clarifications to this bid are posted on the Franklin County Purchasing web site:
http://purchasing.franklincountyohio.gov/businesses/bid-opportunities. It is the responsibility of the bidder to
monitor this web site for those additional documents. Amendments and Clarifications become a part of the bid
and any subsequent awarded contract.
Bid Instructions
Franklin County requires clear and concise bids and proposals. Offerors should take care to completely answer
questions and meet the RFP’s requirements.
Bid Format
Each Proposal must include sufficient data to allow for the verification of the total cost of the Offeror's ability to
meet the RFP's requirements. Each Bid must respond to every request for information in this document whether
the request requires a simple "yes" or "no" or requires a detailed explanation. Do not refer to outside
documentation or reference other responses when responding to the questions unless you are specifically directed
to do so.
Bid Contents
Each Proposal must contain all information requested in the RFP. A checklist has been provided in the RFP
(Appendix D) as a tool for bidders’ use. However, it is ultimately the responsibility of the bidder to make sure
they submit the required documents.
Submittal of Bids
Proposals should respond concisely and clearly to all of the inquiries contained in the RFP. All pricing should be
provided as requested in the RFP and any additional costs should be clearly explained. Offerors who decline to
submit a proposal to this RFP are requested to submit the enclosed “Statement of Receipt/No Response Form.”
Franklin County will not enter into a contract with an agent or broker on behalf of the Offeror. All Proposals must
be signed and submitted by the Offeror. Expectations and related performance requirements addressed in the RFP
Specifications should be specific to your business model proposed for Franklin County. The Offeror will be
evaluated only on the product/services it provides, or it provides in collaboration with subcontractors.
Contract
The successful submitter will enter into a contract with Franklin County Public Health (see Section 1.03,
Administrative Requirements).
BACKGROUND INFORMATION
Franklin County Public Health is seeking proposals for an Electronic Medical Record System (EMR).
CALENDAR OF EVENTS
The schedule for the RFP is given below. Please note that dates are tentative and subject to change and/or modified by
Franklin County, as necessary.
Key Dates
Event
February 20, 2015
Ad submitted to The Daily Reporter
February 26, 2015 through
March 5, 2015
Request for Proposal (RFP) Advertising period.
Inquiry process begins. Proposal instructions and documents are posted to the Franklin
County Purchasing Department’s website.
A Pre-Proposal Teleconference will be held on Monday, March 13, 2015 at 10:00 a.m.
by dialing 1-877-820-7831 and dialing participant code 297289. While participating in
the pre-proposal teleconference is not mandatory, those intending to submit a proposal
bid are encouraged to attend.
Offeror Question Submission Deadline. (Q&A) :
All questions pertaining to this RFP must be submitted in writing to Jennifer Fair, by
the date and time listed, via email: [email protected] to be considered for a
response.
Answers provided to Offeror’s questions are posted to Franklin County’s website in the
form of a Clarification and/or Amendment.
The Offeror should submit their intention to propose or decline to propose via Statement
of Receipt Form and “No Response” Form.
PROPOSAL OPENING: Sealed proposals are due to Franklin County Purchasing
by 2:00 p.m. on April 3, 2015 at which time they will be publicly opened and the names
of Proposers read aloud. Each contractor must submit FIVE (5) original signed hard
copies of the original completed proposal plus a complete copy of their proposal onto
one (1) CD Rom or Flash or Jump Drive. Proposals received after the opening date and
time will be rejected. Interested parties may attend the proposal opening but are not
required to do so.
March 13, 2015 at 10:00 a.m.
March 20, 2015 by the close of
business
March 25, 2015
Up to Proposal Opening
April 3, 2015 at 2:00 p.m.
April 17, 2015
Evaluation of proposals is complete, finalists selected.
April 21, 2015
Notification of Oral Presentation Finalists
Tentatively Week of May 4,
2015
Oral presentations/demonstrations at Franklin County, if deemed necessary. May also
include a site visit by Franklin County, if necessary.
May 15, 2015
Evaluation Committee recommends finalist.
May 19, 2015
Selected Vendor notified of Contract Negotiations
May 27 & 28, 2015
Contract Negotiations, if necessary.
May 29 – June 5, 2015
Finalize Contract documents/Obtain needed signatures
June 5, 2015
Health Commissioner Approval
June 5, 2015
Effective Contract Start Date
ADMINISTRATIVE REQUIREMENTS
SECTION 1
Section 1.01
GENERAL INSTRUCTIONS
Entire Agreement; Parties to the Contract
If awarded, this Contract is the entire agreement between the Offeror (“Offeror”) and Franklin County (“County”) on
behalf of the agency/agencies requesting the Contract as signed by Franklin County Public Health.
Section 1.02
Exclusions from Bidding
Consultants who are under contract with the Commissioner Agency who is acquiring the services specified in this
proposal document shall be excluded from the proposal process. This exclusion shall be in effect as long as the
consultant contract is in full effect and force.
Section 1.03
Negotiated Contract Agreement
The final contract shall be a negotiated agreement between Franklin County Public Health and the Contractor. If
during the negotiation process an impasse is reached between the two parties, the County has the right to cease
negotiations and begin negotiations with the next selected contractor.
Section 1.04
Contract Components
This Contract consists of the complete Request for Proposal, including the Contract Terms and Conditions, the proposal
specifications, Pricing Section, all documents requiring Offeror’s signatures, and any written amendments/addendums
to the Request for Proposal; the Offeror’s complete competitive sealed proposal, including proper modifications,
clarifications, and samples; and applicable, resolutions, purchase orders and/or other ordering documents.
Section 1.05
Registration with Franklin County
All Offerors interested in doing business with Franklin County must register with the County before the award of any
contract. Offerors may register with Franklin County Monday through Friday, 8:00 a.m. to 4:30 p.m., in the Franklin
County Purchasing Department located on the 25th Floor, 373 South High Street, Columbus, Ohio, 43215-6315 or
online at http://purchasing.franklincountyohio.gov/businesses/vendor-registration.cfm. Failure to register priorto the award of a contract may deem the recommended Offeror as non-compliant with the terms and conditions of the
contract and may result in legal liability.
Section 1.06
Specifications
Franklin County may use any form of specification it determines to be in the best interest of the County and that best
describes the goods or services to be purchased. Specification may be in the form of a design specification, a
performance specification, or a combination thereof.
Section 1.07
Inquiry Process/Additional Information
Any questions that arise during the preparation of proposals concerning the content of the RFP shall be submitted in
writing to the Franklin County Purchasing Department. Unauthorized contact with any Franklin County including
members of the Franklin County Public Health Office concerning this RFP except through the inquiry method with
questions specific to the contents of this RFP is strongly discouraged. This does not apply to communication during the
evaluation process if Franklin County initiates the communication. Questions must be submitted, in writing, to the
attention of Jennifer Fair via email at [email protected] Questions must be submitted no later than the
date and time as shown in Calendar of Events to be considered for a response.
Section 1.08
Oral Explanations
Franklin County will not be bound by oral explanations or instructions given at any time during the competitive process
or after the selection of the successful Offeror.
Section 1.09
Decline to Offer
Any Offeror who receives a copy of this RFP but declines to make an offer is requested to submit a Decline to Offer
notification by utilizing the enclosed “Statement of Receipt/No Response Form.”
Section 1.10
Compliance with Specifications and Terms and Conditions
Please review the Contract Terms and Conditions beginning in Section 4 (see Appendix G Draft Contract). Any
exceptions to terms and conditions or other requirements in any part of this RFP must be clearly identified in Appendix
F Section 1 under Section 1.2 “Exceptions to the RFP and Contract.” Otherwise, it will be assumed that all items
offered are in strict compliance with the RFP and that the Offeror does not take exception to any terms and conditions.
Franklin County will consider such exceptions during the evaluation process and the negotiation phase. Any
exceptions to the terms and conditions must be accompanied with a complete and clear explanation for the exception.
Exceptions without a complete and clear explanation for the exception will not be considered.
Section 1.11
Conflict of Interest
Each proposal must answer the statement indicating whether the Offeror or any people that may work through the
Offeror have a possible conflict of interest (e.g., employed by Franklin County, etc.) and, if so, the nature of the
conflict. Franklin County has the right to reject a proposal in which a conflict is disclosed or cancel the Contract if any
interest is later discovered that could give the appearance of a conflict.
Section 1.12
Representations and Warranties
The Offeror warrants the accuracy of information submitted and acknowledges that Franklin County will rely on the
Offeror’s information in making its selection and contracting with the successful organization.
SECTION 2 PROPOSAL REQUIREMENTS
Section 2.01
Proposal Opening
Proposals are due on April 3, 2015 at 2:00 p.m. at which time they will be publicly opened and the names of
proposers read aloud. Any proposal received after this time and date, for any reason, will be automatically
rejected. The time clock in the Franklin County Purchasing Department will serve as the official record of the time
and date that sealed proposals are received and will be the sole factor in determining if proposals are received in time to
be considered. The opening of the sealed proposals will take place at the Franklin County Purchasing Office, 373 S.
High Street, 25th Floor, Columbus, Ohio 43215-6315. The Proposal opening will be public; however Proposal contents
will not be read or made public. Offerors are advised to allow adequate time to locate appropriate parking in the
downtown Columbus Ohio area, access required security checkpoints within the Franklin County Courthouse Building
and accessing of elevators in order to submit proposal(s) by the required date and time.
Section 2.02
Bid Bond Requirement
Not applicable.
Section 2.03
Pre-Proposal Teleconference
A Pre-Proposal Teleconference will be held March 13, 2015 at 10:00 a.m. by dialing 1-877-820-7831 and dialing
participant code 297289. While participating in the pre-proposal teleconference is not mandatory, those intending to
submit a proposal bid are encouraged to attend.
Section 2.04
Proposal Preparation Costs
The County will not be liable for any costs incurred by a contractor prior-to the award of any contract resulting from
the Proposal. Total liability of the County is limited to terms and conditions of a resulting Contract between the
County and the successful bidder.
Section 2.05
Proposal Instructions
1) Franklin County requires clear and concise proposals. Offerors should take care to completely answer questions and
meet the RFP’s requirements.
2) Each contractor must submit FIVE (5) original signed hard copies of the original completed proposal plus a
complete copy of their proposal onto one (1) CD Rom or Flash or Jump Drive. Vendors are to also place on the CD
Rom or Jump or Flash drive all sections of the RFP that are released in Microsoft Word such as Appendix E Pricing and
Appendix F1 Proposal Response Format, found on the Franklin County Purchasing Department website, by doing a
“Save As” after each document is typed/completed. Place all in a sealed envelope or box or similar container with the
proposal number clearly marked on the exterior by no-later-than 2:00 p.m. the day the proposals are scheduled for
opening. Contractors will not staple, bind or place document hardcopies in 3-ring binders or GBC type binders.
Documents may be secured by using paper clips, binder clips or rubber banded to keep them orderly. This includes any
amendments or addendums applicable to the proposal. All hardcopy documents will be on 8.5-inch x 11-inch paper,
brochures should be copied to the same format. Appendix D, Vendor Deliverables List is provided within this RFP for
your convenience as a “check off list” when preparing your proposal for submission.
3) Each proposal must be submitted in a sealed envelope or similar containers with the proposal number clearly
marked on the exterior. If an Offeror uses an express mail or courier service, the proposal number must be clearly
marked on the express mail or courier envelope or must be enclosed in a sealed envelope inside the express mail or
courier service envelope. A proposal that is not properly and clearly marked and is inadvertently opened before the
scheduled proposal opening time may be disqualified without additional consideration. Faxed submissions are not
acceptable.
4) Proposals shall be opened so as to avoid disclosure of contents to competing Offerors. In order to ensure fair and
impartial evaluation, proposals and related documents submitted in response to a request for proposals are not available
for public inspection and copying under section 149.43 of the Revised Code until after the award of the contract. The
confidential information will be included in the final Contract but it will also not be subject to public release.
Section 2.06
When Proposals May Be Delivered
The Purchasing Department (“Purchasing”) must receive proposals prior to and no-later-than 2:00 p.m. the day the
proposals are scheduled for opening. Sealed proposals received after the specified date and time will be considered late
and will not be opened. Sealed proposals received through the mail after the specified proposal opening date and time
will be returned to the Offeror unopened. Purchasing does not accept proposals with postage due or collect postage-on
delivery charges. Sealed proposals received through a courier service after the specified proposal opening date and
time will not be accepted from the Courier Service.
Purchasing receives proposals during the hours of 8:00 a.m. through 4:30 p.m. Monday through Friday, except state
observed holidays. The time clock in the Franklin County Purchasing Department will serve as the official record of
the time and date that sealed proposals are received and will be the sole factor in determining if proposals are received
in time to be considered.
Section 2.07
Where Proposals Must Be Delivered
Proposals must be delivered to the following address:
Franklin County Purchasing Department
Attn: RFP# 2015-66-06 ~ Electronic Medical Records
373 South High Street – 25th Floor
Columbus, Ohio 43215-6315
Section 2.08
Clarifications, Amendments, and Addendums
1) If an Offeror discovers any inconsistencies, errors, or omissions in the Request for Proposal, the Offeror should
request clarification from the Franklin County Purchasing Department. Such requests will be made only in writing.
No other form for submitting clarifications is acceptable. Questions must be submitted, in writing, to the attention of
Jennifer Fair via email: [email protected] Questions must be submitted no later than the deadline of 5:00
p.m. on the date listed in the Calendar of Events to be considered for a response. This deadline also applies if an Offeror
discovers any inconsistencies, errors, or omissions in the Request for Proposal.
2) Requests for clarifications received after the above timeframe will not be considered unless the County ascertains
that the answer to the clarification could result in a material change to the specification which could effect all
proposals.
3) During the proposal process, Offerors may be furnished certain amendments / addendums covering additions and /
or deletions to the RFP documents. Amendments / addendums will be included in the Proposal documents and will
become a part of Contract. Amendments / addendums may be issued at anytime preceding the Proposal opening date.
Franklin County reserves the right to postpone the Proposal opening for its convenience. Any information given a
prospective Offeror concerning the Proposal will be furnished promptly to all other prospective Offerors as an
amendment / addendum or clarification. All amendments and addendums will be posted to the Franklin County
Purchasing Web Site under this proposal. Those interested in submitting a response to this proposal shall monitor that
web site for any amendments and addendums to assure complete compliance with specifications, terms and conditions.
4) When it is necessary to modify a Request for Proposal, Purchasing does so by written amendment or addendum
only. All amendments / addendums will be posted to the Purchasing Department’s website at:
http://purchasing.franklincountyohio.gov/businesses/bid-opportunities . Oral instructions, given before the
opening of a proposal or the award of a contract, will not be binding.
Section 2.09
Corrections before Proposal Opening
Prior-to the proposal opening, if an Offeror withdraws its proposal and resubmits it with revisions, the revisions should
be clearly identified and signed or initialed by the Offeror. The omission of an Offeror’s signature or initials to a
modification may result in a proposal being determined to be not responsive. Any corrections made must be completed
outside of all County offices. It is preferable that all corrections are made off of the County premises.
It is the responsibility of the Offeror to resubmit a corrected proposal within the time constraints of the established
proposal opening time and date. Failure to resubmit a corrected proposal within the established time and date shall be
considered late and will not be accepted. Corrected proposals received through the mail after the specified proposal
opening date and time will be returned to the Offeror unopened.
Section 2.10
Corrections after Proposal Opening
1) After the proposal opening, Offeror’s may only withdraw their proposals as provided in Ohio Revised Code §9.31.
Withdrawal of a proposal after a proposal opening exposes an Offeror to legal liability for sanctions, including costs for
re-proposal, or may result in a proposal being awarded to the next lowest Offeror. Notice of a claim of right to
withdraw a proposal submitted in error, after the proposal opening, must be made in writing and filed with Franklin
County Purchasing Department within two (2) business days after the conclusion of the proposal opening procedure.
2) When there are errors in multiplication or addition in a proposal, the unit price quoted will be used for calculating
the correct total proposal. If the error is in the unit price, the proposal will automatically be disqualified. Notice of a
claim of right to withdraw such proposal must be made in writing filed with the contracting authority within two (2)
business days after the conclusion of the proposal opening procedure (O.R.C. §9.31).
Section 2.11
Proposals are Firm for 180-Days
Unless stated otherwise, once opened all proposals are irrevocable for one hundred and eight (180) days. Beyond one
hundred and eighty (180) days, Offeror will have the option to honor their Proposal or make a written request to
withdraw their proposal from consideration.
Section 2.12
Proposal Rejections
Ohio Revised Code §307.90 and §307.91 permits Franklin County to reject all proposals and advertise for new
proposals on the required items, products, or services. Franklin County may reject any proposal, in whole or in part, if
any of the following circumstances are true:
1) Proposals offer supplies or services that are not in compliance with the requirements, specifications, terms, or
conditions stated in the Request for Proposal.
2) Franklin County determines that awarding any item is not in the best interest of the County.
Franklin County reserves the right to reject any or all of the proposals on any basis without disclosure of a reason. The
failure to make such a disclosure will not result in the accrual of any right, claim, or cause of action by any
unsuccessful contractor against Franklin County.
Section 2.13
Lowest and Best Offeror
An Offeror is lowest and best if their proposal offers the best-cost and supply or service in comparison to all other
Offerors as set forth in the evaluation paragraph in the proposal. Franklin County reserves the right to award the
contract to the Offeror that may have a higher price and by evaluation best meets the county’s requirements. This is
intended to be an all or none award; however, if it is in the best interest of Franklin County, the County reserves the
right to award to multiple Offerors, to reject all proposals and re-bid, or not to make any award on an “ALL or NONE”
basis. Proposals are typically evaluated within 60-days.
Section 2.14
Evaluation Process
The evaluation process will consist of the following phases (not in any order of precedence):
1) Initial review of proposals.
2) Evaluation of Proposals, Offeror qualifications, past experience and price.
3) Oral Presentations by selected Offerors if necessary.
During the evaluation process, Franklin County may request clarifications from any Offeror under active consideration
and may give any Offeror the opportunity to correct defects in its proposal if Franklin County believes doing so does
not result in an unfair advantage for the Offeror and it is in Franklin County’s interests to do so.
Phase 1 - Initial Review of Proposal
Franklin County will review all proposals for their format, and completeness.
Phase 2 - Evaluation of Proposal Documents
Franklin County will evaluate each proposal and the requirements according to the non-financial and financial criteria
contained in this part of the RFP. At any time during this phase, Franklin County may ask an Offeror to clarify any
portions of its proposal.
Proposal Evaluation Criteria
Franklin County will rate the Proposals submitted in response to this RFP based on specific criteria requested in the
deliverables in Appendix F.
The specifications and proposal evaluation will result in a point total being calculated for each Proposal. Those
Offerors submitting the highest rated Proposals will be scheduled for the next phase. It is the intent of Franklin County
to select some number of the highest rated proposals for oral presentations.
Phase 3 - Oral Presentations
Franklin County may require selected Offerors to make an oral presentation about their proposal, and/or demonstrate
and provide their products or services for field testing, if requested. In addition, Franklin County may conduct a site
visit of a finalist Offeror’s facilities and operations. References will also be checked thoroughly during this phase of
the process. Such activities provide an Offeror and Franklin County with an opportunity to clarify the proposals
submitted and to ensure a mutual understanding of the proposal's content. The presentations, demonstrations, and
interviews will be held, if necessary, on the dates listed in the Calendar of Events. Demonstrations may take place at
the Franklin County Courthouse, 373 S. High Street, Columbus, Ohio 43215 or the Franklin County Public Health
offices at 280 E. Broad Street, Columbus, Ohio 43215. Actual dates, times and locations are subject to change.
Adequate notice will be provided to Offerors.
The evaluation committee may record any or all presentations.
The evaluation committee will numerically rank interviews, demonstrations, and presentations, site visits, and reference
checks.
Phase 4 - Contract Negotiations
Negotiations, if required, may be conducted with the Offeror who submits the lowest and best competitive proposal
based on the rankings of all phases of the evaluation process. Any clarifications, corrections, or negotiated revisions
that may occur during the negotiations phase will be reduced to writing and incorporated in the final contract
document.
At any time during the negotiation process, if an Offeror fails to provide the necessary information for negotiations in a
timely manner, or fails to negotiate in good faith, Franklin County may terminate negotiations with that Offeror and
proceed to the next ranked Offeror.
An Offeror’s standard Administrative contract will not be accepted as deviation from specifications and will not
be considered during evaluation or negotiations. Please refer to Section 1.10 Compliance with Specifications and
Terms and Conditions.
Section 2.15
Communication during Evaluation
1) During the evaluation process, unless requested by County as part of the evaluation process, any attempt on the part
of the Offeror, the offertory's agent(s), or any party representing the Offeror, to submit correspondence that is
determined by County to be an attempt to compromise the impartiality of the evaluation or any party on the part of the
Offeror, the offertory’s agent(s), or any party representing the Offeror to communicate with any member of the County
regarding the evaluation process may be grounds for immediate disqualification of the Offeror. A determination to
cease the evaluation or reverse an award determination will be at the sole discretion of the County.
2) County may request additional information to evaluate an offertory’s responsiveness to the Request for Proposal or
to evaluate an offertory’s responsibility. If an Offeror does not provide the requested information, it may adversely
impact County’s evaluation of the offertory’s responsiveness or responsibility.
Section 2.16
References
References are to be provided in subsection 3.2 Vendor References under Section 3.2.1 of Appendix F – Section 1
Proposal Response Template. Provide the following information for at least 3 and up to 8 customers for which
implementation of a similar scope have been initiated and completed the in the last five (5) years. Note that all
references should be of a similar size and scope to Franklin County and using the requested goods or services requested
by the County in a similar manner
Section 2.17
Small and Emerging Business Information
For statistical purposes, Franklin County is seeking information on the size and demographic type of vendors replying
to our bids. Utilizing Appendix A Exhibit A-3 (Small and Emerging Business Information), Proposers are asked to
indicate whether their company, business or organization meets the descriptions provided for a Disadvantaged Business
Enterprise (DBE), Minority Business Enterprise (MBE), Small and Emerging Business (SEB), or a Woman Business
Enterprise (WBE). This is only for informational purposes and is not part of the evaluation process and will not be
given any consideration with regard to an award.
SECTION 3 PRICING AND ESTIMATES
Section 3.01
Pricing
The Pricing Section can be found in Appendix E. Please complete all sections of the Appendix as requested. Unless
otherwise requested, Offerors are not to alter or change the Pricing Section in any way.
It is requested that vendors use the electronic version of Appendix E Pricing (Microsoft Word format), found on the
Franklin County Purchasing Department website. Please download the document, type your responses then complete a
“Save as” onto the required CD ROM, Jump or Flash drive. Please see Appendix D for more information on
submitting your proposal.
**********************
APPENDIX A
AFFIDAVITS AND DECLARATIONS
The following pages contain the Affidavits required for this bid:
NON-COLLUSION AFFIDAVIT, Exhibit A-1
(Must be Completed and Notarized)
NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY AFFIDAVIT, Exhibit A-2
(Must be Completed and Notarized)
SMALL AND EMERGING BUSINESS INFORMATION, Exhibit A-3
(Please Complete for Informational purposes. Does not need to be notarized.)
EXHIBIT A-1
NON-COLLUSION AFFIDAVIT
STATE OF OHIO,
COUNTY OF FRANKLIN, SS:
________________________________________________________________________being first duly
SWORN,
deposes and says that they are the
or authorized representative
of_____________________________________________________________
or is the party submitting this bids; that such bids is genuine and not collusive or sham; that said bidder has not
colluded, conspired, connived, or agreed, directly or indirectly, with any other bidder or person to submit a
sham bids, or refrain from bidding; has not in any manner, directly or indirectly sought by agreement or
collusion, or communication or conference, with any person, to fix the bids price of affiant or any other bidder;
to fix any overhead, profit or cost element of said bids price, or of that of any other bidder; to secure any
advantage against the County of Franklin or any person or persons interested in the proposed contract; that all
statements contained in said bids of bids are true, and that, such bidder has not, directly or indirectly submitted
this bids, or the contents thereof, or divulged information or data relative thereto to any other potential bidder.
Further, Affiant affirms that no county employee has any financial interest in this company or the bids being
submitted.
_____________________________________________________
Affiant and Title
SWORN to before me and subscribed in my presence this
____________________day of __________________________, 20_____.
_______________________________
Notary Public
My Commission expires _____________________, 20_____ (Seal)
EXHIBIT A-2
NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY AFFIDAVIT
STATE OF __________________________
COUNTY/PARISH OF__________________________
________________________________________________________________________________ being first
Printed Name
duly sworn, deposes and says that they are
______________________________________________________________________________________
(President, Secretary, etc.)
of ___________________________________________________, the party who made the foregoing bids; that
such party as contractor does not and shall not discriminate against any employee or applicant for employment
because of race, religion, color, sex, or national origin. If awarded a contract under this bid, said party shall
take affirmative action to insure that applicants are employed and that employees are treated, during
employment, without regard to their race, religion, color, sex, or national origin. If successful as the lowest and
best bidder under the foregoing bids, this party shall post non-discrimination notices in conspicuous places
available to employees and applicants for employment, setting forth the provisions of this affidavit.
__________________________________________________
Signature
___________________________________________________
Affiant
__________________________________________________
Company/Corporation
_________________________________________________
Address
_________________________________________________
City/State/Zip Code
Sworn to and subscribed before me this ________ day of _________________________, 20_________.
___________________________________________
Notary Public
My Commission expires ___________________________, 20_____. (Seal)
EXHIBIT A-3
SMALL AND EMERGING BUSINESS INFORMATION
Franklin County is seeking for statistical purposes information of the size and demographic type of vendors replying to
our bids. Please take a moment and check the following descriptions that apply. This is only for information purposes
and is not part of the evaluation process and will not be given any consideration with regard to an award.
Please check all that apply:

Disadvantaged Business Enterprise (DBE) Definition
Disadvantaged business concern, as used in this definition, means a small business concern that has received
certification as a disadvantaged business concern consistent with 13 CFR part 124, subpart B; and (1) no material
change in disadvantaged ownership and maintained by the Small Business Administration.
Minority Business Enterprise (MBE) Definition
Minority business concern, as used in this definition, means a small business concern (1) which is at least 51 percent
owned by one or more minorities or, in the case of any publicly owned business, at least 51 percent of the stock of
which is owned by one or more minorities; and (2) whose management and daily business operations are controlled by
one or more minorities. The County may request verification of self-certification by requiring a vendor to show
evidence of MBE certification from the State of Ohio, City of Columbus, or any other political subdivision deemed
acceptable to the County. “Minority business enterprise” means Blacks or African Americans, American Indians,
Hispanics or Latinos, and Asians as defined in the Ohio Revised Code.

Small and Emerging Business (SEB) Definition
A small and emerging business is defined as a business concern, operated, not dominant in the field of operation in
which it is bidding on government contracts, and qualified as a small business under the criteria and size standards in
13 CFR Part 121. Such a concern is “not dominant in its field of operation” when it does not exercise a controlling or
major influence on a national basis in a kind of business activity in which a number of business concerns are primarily
engaged. In determining whether processes, patents, license agreements, facilities, sales territory, and nature of
business activity, Emerging Business, for the purpose of this program, shall be defined as those businesses that are not
greater than 50% of the small Business Administration criteria for a small business. Such businesses shall be
headquartered or have significant presence in Franklin County.

Women Business Enterprise (WBE) Definition
Women-owned business concern, as used in this definition, means a small business concern (1) which is at least 51
percent owned by one or more women or, in the case of any publicly owned business, at least 51 percent of the stock of
which is owned by one or more women; and (2) whose management and daily business operations are controlled by
one or more women. The County may request verification of self-certification by requiring a vendor to show evidence
of WBE certification from the State of Ohio, City of Columbus, or any other political subdivision deemed acceptable to
the County.

None of the Above
The business bidding does not meet one of the above definitions.
APPENDIX B
REFERENCES
References are to be provided in subsection 3.2 Vendor References under Section 3.2.1 of Appendix F – Section 1
Proposal Response Template. Provide the following information for at least 3 and up to 8 customers for which
implementation of a similar scope have been initiated and completed the in the last five (5) years. Note that all
references should be of a similar size and scope to Franklin County and using the requested goods or services requested
by the County in a similar manner
APPENDIX C
PERFORMANCE BOND DATA SHEET
Form must be completed. Please note that this is separate from the Bid Bond requirement as outlined in
Section 2.02 in the Administrative Requirements of this document.
Surety Company Name
Surety Company Address
Address:
______________________________________
City:
______________________________________
State:
Zip:
Contact Name
Phone Number
Fax Number
APPENDIX D – BIDDER DELIVERABLES INSTRUCTIONS
For your proposal submission to be complete, the County requires from Vendors: Five (5) original hard copies
plus one complete copy of their proposal scanned onto one (1) CD ROM or Jump or Flash drive. The following
instructions are provided to assist you with preparing and submitting your response:

Print one complete copy of the RFP from the Franklin County Purchasing Department website.

Using blue or black ink, complete all forms/documents in the original:
o Vendor may type or print responses, however, all signatures MUST BE ORIGINAL in blue or black
ink. Please use electronic versions as available (found on the Purchasing Department website);
Appendix E Pricing and Appendix F (Sections 1 & 2) have been released in Microsoft Word
format on the Franklin County Purchasing Department website for ease in typing responses. **
o Note: Forms are provided for most information the County requires; however there may be instances
in the RFP where the County is requesting information from a vendor that we have not provided a
form for; in these instances, it is the Vendor’s responsibility to create the form/provide the written
information and include a copy with each set of their original proposal.
o Any sample forms such as statements, Time Lines, Gantt Charts, etc., requested in any Appendix F
section may EITHER be submitted in hard copy format (5 copies of each form for each of Vendor’s
proposal) OR scanned and saved/named individually on the required CD Rom or Jump or Flash drive.

When done, you should have one complete original (including sample documentation if you so choose or save
this step for scanning onto the CD Rom or Jump or Flash drive).

Take your complete original and make 4 copies. You now have five complete hard copies of your proposal.

Take one of these completed sets and scan it onto one CD Rom or Jump or Flash Drive. See below for
instructions on saving your completed versions of Appendix E and Appendix F (Sections 1 & 2) onto the CD
Rom or Flash or Jump drive. Please label the CD ROM or Jump or Flash Drive with Vendor’s Company
Name and RFP Title & Number. Don’t forget your sample documentation, if requested, such as Financial
Statements, Time Lines, Gantt Charts, etc.

Place all five completed hard copy proposals, the CD Rom or Jump or Flash Drive and any sample
documentation, into a sealed envelope/box or container. This is the Vendor’s complete proposal.

Print your company’s Company Name, Address and RFP Title & RFP Number on the exterior of the sealed
envelope/box or container.

Submit proposals no later than 2:00 p.m. on April 3, 2015 to the Franklin County Purchasing
Department, 373 S. High Street, Columbus, Ohio 43215. Any proposal received after this date and time
will not be accepted or considered. The Purchasing Department timeclock will be used to determine whether
a proposal was received on time or not:
o When delivering proposals, Vendors should allow adequate time for navigating construction zones
downtown, finding parking and accessing security checkpoints within the building along with
elevator wait times.
o Please use the attached Appendix D – Bidder Deliverables Checklist as a reference when preparing
your Proposal
o
** Vendors are to complete the electronic/Microsoft Word versions of Appendix F (Section 1 & 2) and
Appendix E Pricing (in Excel), as found on the Franklin County Purchasing Department’s website for ease in
completion, submission & evaluations: Vendors are to download and type their responses using the electronic
version and then complete a “Save as” onto either the CD Rom or Jump or Flash drive, as an individual file, to be
included with your proposal. Please also provide hard copies of these sections with each of your five (5) hard
copy originals of your proposal. While the Excel file is editable (e.g., vendors may add rows, etc.), it is intended
that Vendors will not alter or change the pricing tables or add mark ups. Vendors whose proposal deviates from
this may be considered non-responsive and may be disqualified at the discretion of the County.
APPENDIX D – BIDDER DELIVERABLES CHECKLIST
FIVE (5) Original Hard Copies of all forms/documents listed below plus
One (1) complete copy of Vendor’s Proposal scanned onto One (1) CD Rom or Jump or Flash Drive
Cover Page
FORM OR DOCUMENT
DESCRIPTION & NUMBER OF DOCUMENTS
5 Copies – Completed.
Statement of Receipt Form & “No Response”
Form
Certificate of Good Standing
Please complete and fax to our office at (614) 525-3144 prior
to proposal opening
5 Copies
Proposal Data Sheet
5 Copies, Completed – please only complete the section titled
“Bidder Information.”
5 Copies, if required by Vendor’s State law (Ohio law requires
proof of Workers Compensation).
5 Copies – All must be listed as “additional insured” ~
Franklin County Public Health, the RFP Title and the RFP
Number.
5 Originals of each Affidavit and SEB Information Form –
each form must be Completed & Signed (original signatures)
and Notarized where applicable (A1 & A2 only).
N/A – See Appendix F Section 1, under subsection 3.2
5 Copies, Completed
Workmen’s Compensation Liability Certificate
Certificate of Insurance (See Section 4.09,
Appendix G Draft Contract)
Appendix A – Affidavits and SEB Information
Form (Exhibits A-1, A-2 & A-3)
Appendix B – References
Appendix C – Performance Bond
Appendix D
Appendix E – Pricing Section
NOTE: This Section has been released in Microsoft
Excel format for ease in completion; visit the Franklin
County Purchasing Department website for a copy.
Appendix F Overview
N/A
5 Copies, Completed. ** Please use the electronic version
as found on the Franklin County Purchasing Department
website.
Appendix F – Section 1 Proposal Response
Template
NOTE: This Section has been released in Microsoft
Word format for ease in completion; visit the Franklin
County Purchasing Department website for a copy.
Appendix F – Section 2 Functional Specifications
NOTE: This Section has been released in Microsoft
Word format for ease in completion; visit the Franklin
County Purchasing Department website for a copy.
Appendix F – Section 3 Overview of FCPH EMR
Appendix F – Section 4 Existing Systems Technical
Details
Appendix F – Section 5 Document Inventory and
Samples
Appendix G – Draft Contract
Appendix H – Draft Implementation, License and
Maintenance Agreement
Appendix I – Software Source Code Escrow
Agreement
W-9 Form
Amendments / Clarifications, if applicable
5 Copies, Completed. ** Please use the electronic version
as found on the Franklin County Purchasing Department
website.
N/A; Submittal not required
5 Copies, Completed. ** Please use the electronic version
as found on the Franklin County Purchasing Department
website.
N/A; Submittal not required
N/A; Submittal not required
N/A; Submittal not required
N/A; Submittal not required
N/A; Submittal not required
5 Copies - Vendors must complete both the Contractor
Information AND Escrow Agent Information sections.
5 Copies; Completed and Signed.
5 Copies, Signed (last page only need submitted)
** See Appendix D Bidder Deliverables Instructions for complete instructions on how to complete and submit
this section.

Franklin County Public Health
Electronic Medical Record System
(EMR)
RFP# 2015-66-06
APPENDIX E
PRICING SECTION
For the convenience of submitting proposals, the following
document is also available on the Purchasing Department
website in Word Format. Offerors are not to change or alter
the following document. If an Offeror takes exceptions to
any aspect of this Request for Proposals, then it should be
noted in Appendix F – Section 1, 1.2 Exceptions to the RFP
and Contract.
RFP#
RFP# 2015-66-06
Appendix E Pricing Section
INTRODUCTION
This Pricing Section provides the format for Offerors to provide the detailed breakdown
and summary of costs for the system(s), and is organized into the following subsections:
1.0
Software Licensing – Identify software licensing included in your proposal. Provide an
itemized list of the cost of all software being provided, including application and system
software (i.e., OS, DBMS, etc.).
2.0
Software Customization – Identify the cost of required and optional customizations to
meet any functional specification identified as “Customization”, including the cost for
interfaces to external systems.
2.1
Interface Customization – Identify the cost of customization for interfaces,
mandatory and optional.
3.0
Hardware Costs – Provide an itemized list of all hardware included in your proposal.
Please note that Franklin County Public Health reserves the right to purchase specified
hardware from its own designated hardware vendor(s), and may not include hardware in
a final contract.
4.0
Implementation Services – Describe and list all costs for services that are associated
with the implementation of the system(s). These include project management,
installation, integration, training and others. Please note that travel related costs cannot
be specifically identified.
5.0
Backfile Conversion – There is no backfile conversion required. All sections pertaining
to Backfile Conversion are not applicable to this RFP.
6.0
Training Services – Provide a detailed list of all training services and costs.
7.0
Other Costs – Provide an itemized list of any costs not identified elsewhere in this
proposal.
8.0
Cost Summary – Provides the means to carry forward detailed costs from preceding
pages and summarize all one-time and annually recurring costs.
9.0
Excluded Costs – Provide a summary of costs specifically excluded from this proposal.
10.0
Payment Schedule – Provide a payment schedule for project costs and maintenance
and support charges.
11.0
Assumptions – State any assumptions associated with the pricing of this proposal.
12.0
Standard Rates – Provide potentially billable services for client-generated requests,
change orders and optional services that may be offered by the Contractor.
Pricing must be consistent with the State Term pricing requirements. All cost pages must be filled out
completely. Please note that all cost tables include bottom lines for totaling the line items in the table.
RFP#
RFP# 2015-66-06
Appendix E Pricing Section
1.0 Software Licensing
This section is to contain information on licensing and costs for all software included in
the proposal, whether required or optional. Include application and system software
(i.e., OS, DBMS, etc.) in both sections. The total software cost dollar figure should
agree with the total in the Cost Summary. Insert additional lines as needed.
List and describe all software components for which licensing is required (including the
application and system software) for your proposed system. Specify the number of
users for which license is provided for in this proposal, including any limitations on the
number
of
concurrent
users,
locations,
or
volume
of
documents/workflows/forms/transactions. Franklin County anticipates approximately
twenty (20) concurrent users.
Software Component
(List and Describe Functionality)
# of Users
Comments
Insert additional lines as needed
1.1
State any limitations on usage including whether or not there are restrictions on
the total number of users who can be defined to the system or access it
concurrently:
1.2
Describe what would be needed to increase the number of concurrent or defined
users. Specify any differences between application and system software:
1.3
Describe any component-specific licensing constraints or suggestions:
RFP#
1.4
RFP# 2015-66-06
Appendix E Pricing Section
Cost of Software Licenses
1.4.1 Provide the cost of required licenses for the proposed system in the table below:
Required Software Component(s)
Base Package
One-Time Cost
Annual
Maintenance
Cost
TOTAL COST OF REQUIRED SOFTWARE
Insert additional lines as needed.
1.4.2 Cost of Optional Software Licenses
Optional software is software which is not required for the system to function properly,
but would augment the capabilities of the system. This software is to be priced
separately as indicated below:
Optional Software Component
TOTAL COST OF OPTIONAL SOFTWARE
Insert additional lines as needed.
Base Package
One-Time Cost
Annual
Maintenance
Cost
RFP#
RFP# 2015-66-06
Appendix E Pricing Section
2.0 Software Customization
List each specification, identified as “C” (Customization) in Appendix F Section 2
Functional Specifications, which could be met by software customization. Insert
additional lines as needed. If there are any groupings of related specifications for which
customization cannot be separated (i.e., all or none as it applies to the group of
specifications), identify all items in the grouping and provide a single price for the
grouping.
SOFTWARE CUSTOMIZATION SUMMARY
Spec Item
#(s)
Comment or Note
Cost (One-Time)
TOTAL CUSTOMIZATION COST
Insert additional lines as needed.
RFP#
2.1
RFP# 2015-66-06
Appendix E Pricing Section
Interface Customization
INTERFACE CUSTOMIZATION SUMMARY
Optional or
Mandatory
System
Interface
Cost (OneTime)
Application Vendor/Comment or Note
HDIS
CHCSoft
Optional
Impact SIIS
Ohio Department of Health (ODH)
Mandatory
CMACS
Ohio Department of Health (ODH)
Optional
Immunization
Report
Excel
Optional
Appointment
Plus
Appointment Plus
Optional
Immunization
Program Data
Collection
Google Docs
Optional
TOTAL INTERFACE CUSTOMIZATION COST
See Appendix F Section 4 for additional information.
Priced as
Optional or
Mandatory in
Cost
Summary:
RFP#
3.0
RFP# 2015-66-06
Appendix E Pricing Section
Hardware Costs
List the pricing for all required and optional hardware, including purchase cost and
annual maintenance charges. This should include all hardware including servers,
desktop PCs (if existing PCs are not adequate), and adding dual-monitor capabilities
(monitor/adapter) to existing PCs even if the County should decide to purchase
hardware separately.
3.1
Required Hardware
Component
Description / Purpose
Make / Model
Qty
Unit Price
One-Time
Cost
Annual
Maint.
Charge
One-Time
Cost
Annual
Maint.
Charge
TOTAL COST OF REQUIRED HARDWARE
Insert additional lines as needed
3.2
Optional Hardware
Component
Description / Purpose
Make / Model
Qty
Unit Price
TOTAL COST OF OPTIONAL HARDWARE
Insert additional lines as needed
RFP#
4.0
RFP# 2015-66-06
Appendix E Pricing Section
Implementation Services
List all required costs associated with implementation of the system. All charges listed in
this section are assumed to be required. Also, please note that Travel and related
expenses cannot be itemized.
Implementation Category
Cost
Project Management
Software Installation
Hardware Installation
System Integration
Unit and Systems Testing (prior to roll-out)
Interfaces Testing & Implementation
Data Conversion
Training
On-site “go live” assistance (during roll-out)
Others (list below)
TOTAL COST OF IMPLEMENTATION SERVICES
Insert additional lines as needed
Not Applicable
RFP#
5.0
RFP# 2015-66-06
Appendix E Pricing Section
Backfile Conversion
Not applicable to this RFP.
6.0
Training Services
List all recommended training courses and the associated costs/location of training that
will be required for Franklin County Public Health personnel.
Training course
Location
TOTAL COST OF TRAINING
Insert additional lines as needed
Number of
Franklin County
Public Health
Personnel to be
Trained
One Time Cost
RFP#
RFP# 2015-66-06
Appendix E Pricing Section
7.0
Other Costs
7.1
Other Required Costs
List any other costs required in your proposal.
Cost Item Description / Purpose
One-Time
Cost
Annual/
Recurring
Cost
Comments
TOTAL OTHER REQUIRED COSTS
Insert additional lines as needed
7.2
Other Optional Costs
List any other costs for optional items included in your proposal.
Cost Item Description / Purpose
One-Time
Cost
TOTAL OTHER OPTIONAL COSTS
Insert additional lines as needed
Annual/
Recurring
Cost
Comments
RFP#
RFP# 2015-66-06
Appendix E Pricing Section
8.0
Cost Summary
8.1
Required Items
Provide a summary of one-time costs for required items in your proposal. All subtotals
carried forward to this page should agree with the previous detail pages.
Section /
Subsection
Cost Category
1.4.1
Required Software Licenses
2.0
Software Customization
2.1
Mandatory Interface(s)
3.1
Required Hardware
4.0
Implementation Services
5.0
Backfile Conversion
6.0
Training Services
7.0
Other Required Costs
One-Time Cost
Annually
Recurring
Not Applicable
Not Applicable
TOTAL COST FOR ALL REQUIRED ITEMS
8.2
Optional Items
Provide a summary of costs for all optional items in your proposal. All subtotals carried
forward to this page should agree with the previous detail pages.
Section /
Subsection
Cost Category
1.4.2
Optional Software Licenses
2.1
Optional Interface(s)
3.2
Optional Hardware
7.2
Other Optional Costs
TOTAL COST FOR ALL OPTIONAL ITEMS
One-Time Cost
Annually
Recurring
RFP#
9.0
RFP# 2015-66-06
Appendix E Pricing Section
Excluded Costs
Please identify any items or services for which costs are specifically excluded from this
proposal:
Item / Description
Notes or Comments
RFP#
RFP# 2015-66-06
Appendix E Pricing Section
10.0 Payment Schedule
10.1
Project Fees
Identify any suggested changes to the preliminary fee payment schedule
outlined in Appendix G Draft Contract, Section 6.01 of the RFP. Note that all
payments must be based on the completion and acceptance of defined
milestones and deliverables. The final payment plan will be included in the
contract:
10.2
Maintenance and Support Charges
Identify each item category (e.g., all hardware for which support would be
provided under one contract) for which maintenance and support charges are
required, and either the start date or triggering event (e.g., 1 year after System
Acceptance)
Item / Component
10.3
Start Date or Trigger Event
Identify the length of time you will provide fixed pricing for the following:
Item / Component
Application Software
System Software
Hardware
Other (List Below)
# of Years
RFP#
10.4
RFP# 2015-66-06
Appendix E Pricing Section
State whether or not you will agree to limits on any annual increases to
maintenance and support charges. Identify any indices (e.g., CPI, etc.) which
will be used as the basis for the limit.
11.0 Assumptions
State any additional assumptions associated with the pricing of this proposal,
numbered:
RFP#
RFP# 2015-66-06
Appendix E Pricing Section
12.0 Standard Rates
The following Price Schedule represents all potentially billable services for clientgenerated requests, change orders and optional services that may be offered by the
Contractor at the time of the award. These prices will remain in effect for no less than
five (5) years from the contract award date, and may be adjusted only with mutual
written agreement of both parties.
Description
Unit - Fixed/SOW/Time
& Materials, per day,
Hourly, Weekly, etc.
Technical Engineering, including Custom Code Development
(Onsite) – Minimum 100 Hrs or more
Technical Engineering, including Custom Code Development
(Onsite) – Minimum 40 Hrs or more
Technical Engineering, including Custom Code Development
(Onsite) – Minimum 4 Hrs or more
Consulting, including Custom Code Development (Remote) –
Minimum 4 Hrs or more
Time Block / Advanced Purchase / Expires after 60 Months (Onsite
or Remote) – Minimum 50 Hrs
Training / Onsite (does not include travel costs)
User limited to classroom size provided by Franklin County
Training / On-line (CBT) by using WebEx or GotToMeeting with
user registration, visual representation of information, questions,
answers.
Unlimited Users based in Ohio.
Project Management (Onsite)
Project Management (Remote)
Business Analyst (Onsite)
Business Analyst (Remote)
Solution Architecture – Analysis / Design / Manage (Remote or
Onsite)
Onsite hardware assistance not covered by Maintenance
Agreement / Minimum 2 Hrs
Technical Training with Certification – teaches Franklin County
Public Health engineers how to modify portions of the code and
redeploy the system. This includes travel for the week as needed.
Time needed is dependent on how deep the participants want to
learn the system. Recommended for IT audience.
*****************
Amount
per hour:
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Franklin County Public Health
Electronic Medical Record System
(EMR)
RFP# 2015-66-06
APPENDIX F
OVERVIEW OF PROPOSAL RESPONSE FORMAT
3 - Appendix F Overview Template.doc
1
RFP# 2015-66-06
Appendix F
Overview of Proposal Response Format
PROPOSAL RESPONSE
In order to facilitate the analysis of responses to this RFP, Offerors are required to
prepare their proposals in accordance with the format outlined in Appendix F, Sections
1 through 4, and Appendix E – Pricing Section. These response sections are editable –
it is intended that Offerors will edit and submit these sections as the core documents of
their proposal. Offerors whose proposal deviates from this may be considered nonresponsive and may be disqualified at the discretion of the County.
The sections that are required to be edited and submitted by Offerors are organized into
the following major sections and sub-sections:
Appendix E – Pricing Section
Appendix F:
Section 1 – Proposal Response Template
Section 2 – Functional Specifications
*Section 3 – Overview of FCPH EMR
*Section 4 – Existing Systems Technical Details
*Section 5 – Document Inventory and Document Samples
(Informational Only)
*Section 6 – CMH & Immunization Workflows (Information Only)
Appendix F Sections 3, 4 & 5 are being provided for informational purposes only and
to assist with understanding the County’s current environment and are not intended to
be edited as a part of the Offeror’s response.
Appendix F Section 6 CMH & Immunization Workflows are being provided as
informational purposes only and is not intended to be edited as part of the Offeror’s
response.
However, for the vendor’s convenience of preparing their proposal submittal, it is
desired that Vendors utilize the electronic versions of Appendix E Pricing and Appendix
F, Sections 1 & 2 as available on the Franklin County Purchasing Department website:
http://www.franklincountyohio.gov/commissioners/prch/.
3 - Appendix F Overview Template.doc
2
Franklin County Public Health
Electronic Medical Record System
(EMR)
RFP# 2015-66-06
APPENDIX F – SECTION 1
PROPOSAL RESPONSE TEMPLATE
For the convenience of submitting proposals, the following
document is also available on the Purchasing Department
website in Word Format. Offerors are not to change or alter
the following document. If an Offeror takes exceptions to
any aspect of this Request for Proposals, then it should be
noted in Appendix F – Section 1, 1.2 Exceptions to the RFP
and Contract.
RFP# 2015-66-06
Appendix F – Section 1
Proposal Response Template
PROPOSAL RESPONSE
In order to facilitate the analysis of responses to this RFP, Offerors are required to
prepare their proposals in accordance with the formats of Appendix F, Sections 1 and 2,
and Appendix E – Pricing Section. These response sections are editable – it is intended
that Offerors will edit and submit these sections as the core documents of their
proposal. Offerors whose proposal deviates from this may be considered nonresponsive and may be disqualified at the discretion of the County.
It is requested that vendors complete the electronic Microsoft Word versions of
Appendix E and Appendix F (Sections 1 & 2) found on the Franklin County Purchasing
Department website: http://www.franklincountyohio.gov/commissioners/prch/.
Appendix F is organized into the following major sections
and sub-sections:
Section 1 – Proposal Response Template
1.0.
Proposal Overview
2.0.
Contact Information
3.0.
Vendor Information
4.0.
System Technology
5.0.
Implementation Services
6.0.
Service and Support
7.0.
Auditor’s Roles and Responsibilities
8.0.
Application Functionality
Section 2 – Functional Specifications
Section 2 – Functional Specifications
Section 3 – Overview of FCPH EMR
Section 4 – Existing Systems Technical Details
Section 5 – Document Inventory and Document Samples
(Informational Only)
Section 6 – CMH & Immunization Workflows (Information Only)
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Appendix F – Section 1
Proposal Response Template
1.0 Proposal Overview
1.1
Executive Summary
Provide a Cover Letter / Executive Summary for your proposal (NOTE: this does
not need to be included within this template). The Summary is to provide a brief
narrative highlighting the major elements of the proposal, explaining how the
solution meets the needs of the County, and containing as little technical
“jargon” as possible. A statement that the solution satisfies the functional,
technical, and support/implementation requirements outlined in the RFP should
be included.
The Executive Summary is not to contain any cost information.
Attached? (Y/N):
1.2
Exceptions to the RFP and Contract
Note any exceptions or comment on any aspect of the RFP (other than detailed
functional specifications – any exceptions or comments involving the
specifications are to be documented in the following section). This includes any
requested changes to terms and conditions in the County’s contract agreement.
All exceptions must be documented here regardless of whether they appear
elsewhere in your proposal. Where a specific exception is noted, please
reference the RFP section / item number and identify the proposal page number.
For requested changes to the County’s contract, please include your rationale
for the change.
RFP EXCEPTIONS LIST
Ref. #
Page #
Description of the Exception / Comment
Insert additional lines as needed.
1.3
Comments on the Specifications
The application Functional Specifications included in this RFP identify system
functionality desired by the County (see Appendix F Section 2). The Response
Codes in the instructions at the beginning of the Specifications document identify
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Appendix F – Section 1
Proposal Response Template
the extent to which requirements would or would not be provided. In the following
table, please identify any specification for which you would like to make some
comment:
SPECIFICATIONS COMMENTS
Spec. #
Code
Comment
Insert additional lines as needed.
1.4
Assumptions
State any of your assumptions or dependencies presumed in this proposal.
Please identify each item with a unique identifier:
Item #
Insert additional lines as needed.
Assumption or Dependency
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2.0 Contact information
2.1
Identify the primary contact for this proposal (Required)
PRIMARY CONTACT
Name:
Title:
Company:
Mailing Address:
City, State, Zip:
Phone Number:
Fax Number:
E-mail Address:
2.2
Identify an alternate contact for this proposal (Optional)
ALTERNATE CONTACT
Name:
Title:
Company:
Mailing Address:
City, State, Zip:
Phone Number:
Fax Number:
E-mail Address:
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2.3
Vendor Services Overview
Identify the vendor for each product or service to be provided. If multiple
vendors will be providing any particular system/service component item, identify
each vendor and the specific system and/or service component they will
provide.
VENDOR SERVICES OVERVIEW
System/Service Component
Provided By
(Vendor Name)
Prime Contractor
Project Management Services
Application Software (identify all vendors and software)
System software (e.g., OS, DBMS)
Systems Integration
Interfaces Development
Hardware
Hardware Maintenance
Training (identify all vendors)
Others (list below)
NOTE: Franklin County Public Health will contract with only one
organization, which will become the Prime Contractor. The Prime
Contractor will be responsible for the performance of all sub-contractors
and their components.
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Proposal Response Template
3.0 Vendor Information
NOTE: If multiple vendors are partnering to provide the proposed solution, this section
must be completed for each vendor.
3.1
General and Financial Information:
3.1.1 Organization Name:
3.1.2 Franklin County requires that one vendor take responsibility as the Prime
Contractor for the contract and the implementation. Indicate whether or not this
organization is the Prime Contractor:
Prime Contractor? (Yes/No):
3.1.3 Organization’s Headquarters Address:
Organization Headquarters
Address Line 1:
Address Line 2:
City, State, Zip
3.1.4 Location of the office responsible for implementation services and postimplementation support:
Location of Serving Office
Implementation
Support
Address Line 1:
Address Line 2:
City, State, Zip
3.1.5 Describe this vendor’s relationship with the vendor which would become the
Prime Contractor, including the extent to which this vendor and the Prime
Contractor vendor have previously worked together:
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3.1.6 Indicate how long this vendor has been in business:
Years
3.1.7 Indicate how long this vendor has been actively providing systems, services or
components similar to that which it is providing in this proposal:
Years
3.1.8 Provide this vendor’s revenue and net earnings during the last three fiscal years.
For companies with multiple lines of business, column 1 is for the Line of
Business specific to this implementation:
Revenue for this
Line of Business(1)
Total Corporate
Revenue
Corporate Net
Earnings
Fiscal Year 2014
Fiscal Year 2013
Fiscal Year 2012
(1) i.e., just the division of the company responsible for this system. If not
available, please leave blank.
3.1.9 Attach a copy of this vendor’s latest audited financial statement.
Attached? (Yes/No):
3.1.10 Explain any reason why financial information is not being provided at this time,
and if it will be provided at any time:
3.1.11 Provide this vendor’s Dun & Bradstreet D-U-N-S Number:
3.1.12 Disclose any judgments, pending litigation, or other legal concerns that have
occurred with this vendor in the past 5 years. If none are known to exist, state
“None”:
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3.1.13 Disclose any contract terminations (i.e., projects cancelled prior to contract
completion) for any reason during the past 5 years. Describe the circumstances,
and provide the customer’s name, Email or mailing address, and telephone
number. If none, state “None”:
3.1.14 Disclose any known or planned sale, merger or acquisition of this vendor’s
company, divisions or products. Also disclose any mergers or acquisitions which
have occurred during the past 18 months. If none, state “None”:
3.1.15 Identify any potential conflicts of interest this vendor may have with Franklin
County or the Franklin County Public Health. If none, state “None”:
3.2
Vendor References
3.2.1 Provide the following information for at least 3 and up to 8 customers for which
implementation of a similar scope have been completed.
Agency/Jurisdiction Name, Location,
Contact Name, Title, Phone Number
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
# of
Users
Average #
of Parcels
Installation
Start
Installation
Completed
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Proposal Response Template
3.2.2 Provide the following information for the 8 most recent contracts for this vendor:
Agency/Jurisdiction Name, Location,
Contact Name, Title, Phone Number
# of
Users
Average #
of Parcels
Installation
Start
Installation
Completed
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
3.3
Vendor’s Project Organization
NOTE: The County reserves the right to refuse any staffing assignment made initially or
in replacement, and to request changes in staffing in any position. Additionally,
individuals assigned to work under this contract may be subject to finger-printing,
background checks and investigations in order to work under contract with the County:
3.3.1 Provide a list of the names, positions, on-site hours per month, duration of
assignment and percentage of time dedicated to the project for each of your key
personnel to be assigned to this project. Indicate who will act as project manager
(PM) and technical lead (TL). Provide resume’ / bio for each person.
Name
Position / Role
% of time
on
Project
Duration
Monthly
On-Site
Hours
Monthly
Off-Site
Hours
Resume’
Y/N?
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Proposal Response Template
3.3.2 Provide three customer references for the Project Manager:
Contact Name, Title, Organization
Phone
Email
(1)
(2)
(3)
3.3.3 Describe your approach to ensure continuity of staffing, and how you handle the
replacement of key project staff if such a replacement is needed:
3.3.4 Describe your on-site requirements for work space and system access:
4.0 System Technology
The following is a high-level conceptual model of the system configuration, including
integration with existing systems. It is the Franklin County Public Health intent to have a
production environment and a test/training/failover environment. The hardware for the
test/training/failover environment will be located in the Franklin County Public Health
Server Room. The location for the production environment will be located at 280 E.
Broad St. Columbus, Ohio. 43215-4516
While the actual system configuration does not need to resemble this exact model, it
must address the overall functional, integration and performance needs of the FCPH.
Technical details of existing systems referenced in this section can be found in
Appendix F – Section 4 Existing Systems Technical Details.
.
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Proposal Response Template
Internet Based
Commuter
Franklin County
Public Health
Network (FCBH)
Ohio Department of
Health
(ODH)
Internet connection
to ODH and Others
Prevention and
Wellness Users
Windows 7 Pro
And Windows 10
Franklin
County
Data Center
Network
(FCDC)
Other Web
Based
Applications
Appointment
Plus
System Architecture and Configuration
4.1.1 Describe the system architecture (e.g., browser, n-tier, thin client, etc.) of your
application. Identify any particularly beneficial aspects of this architecture:
Provide diagrams as needed:
4.1.2 Describe the response time which can be expected of this system. Identify any
factors which will affect response time:
4.1.3 Describe the uptime and availability which can be expected of this system.
Identify any factors which will affect uptime:
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4.1.4 Describe the network infrastructure that must be in place to achieve optimum
end-to-end system performance:
4.1.5 Describe how the system configuration prevents catastrophic failures, and/or
enables recovery should a failure occur:
4.1.6 Describe the extent to which the system shall be capable of accommodating an
increase in transaction volume without performance degradation or upgrade:
4.1.7 Describe the extent to which the system shall be capable of accommodating an
increase in storage volume without requiring an upgrade:
4.1.8 Describe any circumstances under which the system might be unavailable to
users. Please distinguish between normal (anticipated) circumstances and
extraordinary circumstances:
4.1.9 Explain any restrictions on access or system functions during backup & restoral
processes:
4.1.10 Describe the process for archiving and retrieving data:
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Proposal Response Template
4.2
Integration Architecture and Interfaces
4.2.1 The Franklin County Public Health currently has several legacy systems in use
as described in Appendix F Section 4. Additionally, the Office is actively
modernizing its systems. Describe the method by which the system will integrate
with both existing and future systems:
4.2.2 Franklin County Public Health records are subject to specific retention
requirements.
Describe how the system will handle record retention
requirements:
4.2.3 The Franklin County Public Health has no historical data to import.
Not Applicable.
4.2.4 Describe the general approach which will need to be followed for ensuring
continuity of integration when any interfaced system is upgraded:
4.3
System Security
4.3.1 Describe the overall security environment for the system. Explain how security
authorizations are managed that enable or restrict access to documents or
functions:
4.3.2 Identify integrity features which would enable multiple user groups (e.g.,
Appraisers, and partners such as outside contractors) to share the system and
have access to the same data while maintaining data integrity:
4.3.3 Describe security for remote access into the system:
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Appendix F – Section 1
Proposal Response Template
4.3.4 Describe the mobile (iOS, Android) capabilities of the system:
4.4
Hardware Specifications
4.4.1 List all hardware components for the system required to support the planned
configuration. (NOTE: Pricing is to be provided in Appendix E – Pricing Section).
Additionally, the County reserves the right to separately procure hardware which
meets the specifications of the hardware listed below):
Hardware Components
Component
Purpose
Qty
4.4.2 Specify the minimum and recommended desktop/workstation & server
configurations which should be used with the system:
Desktop/Workstation Configuration
Component
Processor
Hard Drive
Memory
Monitor Size
Video Card Configuration
Network
Other
Minimum
Recommended
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Server Configuration
Component
Minimum
Recommended
Processor
Hard Drive
Memory
Monitor Size
Video Card Configuration
Network
Other
4.4.3 Describe problems if the associated desktops/workstations are not at the
recommended configuration:
4.5
Software Specifications
4.5.1 List system software and utilities (e.g., interface adapters, report writer, etc.)
required by the system.
System Software
Function
Operating System
Data Base Management
System
Vendor
Software / Release
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Appendix F – Section 1
Proposal Response Template
4.5.2 State the programming language used to develop the application. If multiple
languages are used, specify the areas of the application each language is used
for:
4.5.3 Describe how the system incorporates XML and supports industry standards
such as the National Information Exchange Model (NIEM), or your plans to do so
in the future:
4.5.4 Describe future plans for ongoing development/upgrades of the system. Please
be as specific as possible:
4.5.5 Describe any Software Development Kit (SDK) or other design/development
toolset supplied with the system (or otherwise available by purchase with any
associated costs included in Appendix E - Pricing Section). List and describe
functions provided by the SDK:
4.5.6 Explain what is necessary to ensure that customer developed modifications are
not affected with upgrades to the base system:
4.5.7 State how often new releases are typically provided. State whether or not
installation of new releases are mandatory and how long maintenance is
continued for older releases. Describe any issues which might result from not
installing a new release when one is available:
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5.0 Implementation Services
The Contractor is to prepare a Statement of Work for the provision,
implementation, and support of the _________ system. This Implementation
Services section contains many, but not necessarily all, elements to be reflected
in the Statement of Work.
5.1
Include a preliminary Statement of Work with your proposal. Describe any
concerns or limitations below:
5.2
Project and Risk Management
The Contractor will be responsible for providing the following project and risk
management services, subject to the direction of Franklin County Public Health
Project Managers. This responsibility includes:
a.
Maintaining the ongoing project schedule;
b.
Developing and maintaining a risk management plan identifying potential
project risks and mitigation strategies;
c.
Developing acceptance criteria for each defined milestone and/or deliverable;
d.
Developing an issue resolution process, including the tracking and
management of project issues using an electronic issue-tracking tool.
e.
Providing a change control plan outlining the process for documenting and
approving changes in project scope;
f.
Coordinating project status meetings weekly (or other schedule as agreed to
by the Franklin County Public Health Project Managers);
g.
Preparing project status reports monthly (or other schedule as agreed to by
the Franklin County Public Health Project Managers) describing
accomplishments, progress against the work plan, key issues and risks, and
upcoming activities;
h.
Managing its own and its subcontractor(s) activities, including coordinating
problem resolution activities for its and its subcontractors’ products and
services;
i.
Providing and maintaining a project organization chart and a staffing plan for
its and its subcontractor(s) personnel.
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Appendix F – Section 1
Proposal Response Template
5.2.1 Describe your overall project management approach and methodology that will
be used in the implementation of the __________ system. Include description of
the management tools, processes, and techniques that will be employed to guide
the project, to measure and monitor progress, to facilitate completion of tasks, to
manage issues and risks, and to accommodate unforeseen changes in scope or
functionality & maintain the project schedule:
5.2.2 Provide an initial project schedule Gantt Chart, including identification of major
milestones and deliverables. The schedule should be based on timeframe from
the start of the project, not specific dates:
5.2.3 Identify any risks that would interfere with successful system implementation.
Describe your approach for managing/mitigating such risks:
5.2.4 Identify any risks that would interfere with the operation of existing systems
during implementation. Describe your approach for managing/mitigating such
risks:
5.2.5 Describe your Quality Assurance program, including standards and procedures:
5.2.6 Describe your change control process and procedures:
5.3
System Analysis and Design
The Contractor will be responsible for the design, development, and provision of
the __________ system to meet the business and technical functional
specifications of the Franklin County Public Health. The system shall include all
functionality specified in the contract with Franklin County.
The Contractor will be expected to analyze the assessment business processes
and workflows to understand the details of the operations for configuration of the
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Appendix F – Section 1
Proposal Response Template
__________ system. Key implementation deliverables include, but are not
limited to, general and detailed design documentation for system functions,
software modifications, interfaces and reports, such as:
□ Listing and description of all screens
□ Listing and description of all customizations
□ Listing and description of all interface transactions
□ Diagram of all information flows between systems
□ Identification of triggering events at a functional level
□ Description of processing to be performed by the receiving system
□ Identification of approach for reliability, guaranteed delivery, performance,
failover, and exception handling
□ Security framework to ensure that transactions are secure
5.3.1 Describe your approach for learning the Franklin County Public Health)’s current
environment and workflow processes, and how you incorporate that knowledge
into your implementation program:
5.3.2 Describe your overall system design and development methodology. Include in
your description the phases, steps and tasks involving customer involvement and
approvals (e.g., review of prototypes). List and provide a brief description of the
deliverables (e.g., design documents) which are produced:
5.4
Installation and Testing Services
The Contractor is expected to work with Franklin County Public Health
technology staff to install and establish the system environments.
The Contractor is to prepare a system test plan, including unit, integration and
system performance stress and reliability testing. The system testing must
demonstrate the successful operation of the system, ensuring that the solution is
functioning and data is processed correctly. The Contractor is to provide a
mechanism for tracking expected versus actual test results, and for tracking all
errors, problems, and their resolution. Franklin County Public Health and the
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Proposal Response Template
Contractor shall jointly develop the criteria for determining significant, medium
and low impact bugs. The Contractor will be responsible for resolving problems
identified in the functioning of the system and integration transactions, and
supporting all retesting efforts, without additional expense to Franklin County
Public Health.
Hardware Installation
The Contractor is expected to perform the following services in support of the
hardware installation:
□ Perform a site visit and evaluation of the physical environment
□ Deliver a Site Requirement Document that includes a final Hardware
Configuration
□ Assist with the procurement of any required hardware that is not provided
under the terms of the contract
□ Configure and install system hardware and operating system software, or
assist Franklin County Public Health technical staff in the configuration and
installation of the hardware and software
□ Test hardware and network connectivity
5.4.1 Describe hardware installation services to be provided:
5.4.2 Describe your site review process to ensure that the Public Health facilities are
prepared for the installation of the required hardware:
Software installation and Configuration
The Contractor is expected to work with Franklin County Public Health technical
staff to install system and application software, customizations, and integration
components in each system environment.
5.4.3 Describe software (system and application
configuration services to be provided:
software)
installation
and
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5.5
Deployment and Acceptance Testing
The Contractor is to develop a system deployment plan that defines key
milestones, deliverables, tasks, and responsibilities. The Contractor shall provide
pre-implementation support to resolve outstanding issues prior to go-live; onsite
support at time of go-live to provide the Franklin County Public Health with user
and technical trouble shooting assistance; and provide post go-live support to
ensure smooth transitions to expanded usage of the system.
The Contractor is also to develop an Acceptance Test Plan. The acceptance test
will include all activities that will take place during the actual deployment and is to
include, but not be limited to, verifying the following:
□
□
□
□
All functional aspects of the system
Response time and overall system performance and reliability
Accuracy and performance of system interfaces
System, data, and application security
The Contractor is to provide a mechanism for tracking expected versus actual
test results, and for tracking all errors, problems, and their resolution. Franklin
County Public Health and the Contractor shall jointly develop the criteria for
determining significant, medium and low impact bugs. The Contractor will be
responsible for resolving problems identified in the functioning of the system and
integration transactions, including supporting any retesting efforts.
5.5.1 Describe your system acceptance and verification processes. Provide an initial
Acceptance Testing plan, including the identification of key milestones:
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5.6
Data Conversion NOT APPLICABLE TO THIS RFP
The contractor will not be responsible for the conversion of data from the
(Franklin County Public Health)’s existing (existing computer system name here:
_____________ system). The contractor must demonstrate a comprehensive
understanding of the existing data model. This responsibility includes:
a. Create a conversion plan that addresses the conversion of approximately
450,000 parcels (405k Residential & 45k Commercial). This plan should also
include methodology addressing periods where both systems will need to run
in parallel due to the appraisal cycles.
b. Creating a conversion matrix detailing the old system fields and the new
system fields.
c. Clearly identify any discrepancies between the old system fields and the new
system fields.
d. Create a plan documenting how these discrepancies will be addressed prior
to data conversion.
e. Develop quality control and balancing methodologies to be tested prior to final
data conversion.
5.6.1 Describe your overall data conversion approach and methodologies that will be
used when implementing a __________ package.
Not applicable
5.6.2 Regulatory requirement may dictate that multiple data conversions must be
performed at various points in time after Go Live (i.e., new construction).
Describe how these efforts will be supported.
Not applicable
5.6.3 In instances where data must be managed in the Franklin County Public Health’s
existing _________ package (i.e., new construction) please describe how users
will identify these records and how they could be managed and maintained
without duplicate data entry.
Not applicable
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6.0 Service and Support
6.1
Training
The Public Health requires a training program that provides direct training to all
initial users of the system, including Data Entry Staff, Supervisors, etc. Following
is a breakdown of the anticipated number of users to be trained:
User Category
# of Users
Nurses
15
Administrative Assistant/Medical Assistant
5
Fiscal Staff
3
Administrators
5
6.1.1 List the training classes and approximate number of hours each category of user
would receive. Indicate “ALL” in category if the same class is to be attended by
all end-users. Include all costs in Appendix E – Pricing Section:
Training Class Description
Category
Number of
Days/ Hours
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6.1.2 The Contractor is to provide training for system administration and technical
support staff. These staff would maintain tables, define business rules, perform
security administration, and may develop new screens or modify the application
as needed. Identify the training and approximate number of hours each individual
would receive. Include all costs in Appendix E - Pricing Section:
System Administrator
and Technical Training Classes
# of People
Per Class
Number of
Days/ Hours
6.1.3 In addition to the direct training outlined above, the Contractor is to instruct the
Franklin County Public Health in how to provide training to new users and staff
performing various functions. List the training classes and approximate number
of hours each of the Auditors’ trainers would receive. Include all costs in
Appendix E - Pricing Section:
Train the Trainer Classes
# of People
Per Class
Number of
Days/ Hours
6.1.4 Describe any available ongoing (after system acceptance and production
implementation) training program. Include descriptions of any Computer-Based
Training, Interactive Web-based training, or video training available, including
options for utilizing your organization to provide training in the future:
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6.1.5 Describe the facilities which the Franklin County Public Health
provide for training purposes:
6.2
will need to
Documentation
Contractor is to provide complete documentation on the system as installed (i.e.,
not just the Contractor’s base system), including but not necessarily limited to,
the following:
□ User Documentation, including description of all screens, definition of all
fields, and process/workflow steps describing registration, log-in, etc., for
users, data review and approval; listing and description of all reports.
□ Technical Documentation, including application and interface design
documentation, data flow diagrams, entity relationship diagram, database
schema, Software Development Kit etc.
□ Operations and Maintenance Documentation, including description of system
administration and maintenance functions, etc.
6.2.1 List and describe all documentation that will be provided, including the formats in
which the documentation is available. Insert additional lines as necessary:
DOCUMENTATION SUMMARY
Document “Title”
Description
Hardcopy
(Y/N)
Online
(Y/N)
Elec. File
Format(s)
6.2.2 Provide samples of the above documentation. To assist in reducing the amount
of paperwork in your proposal submission, all documentation provided may be
submitted in electronic format on CD-ROM.
CD Provided? (Y/N):
RFP# 2015-66-06
Appendix F – Section 1
Proposal Response Template
6.3
Warranty and Maintenance
Contractor is to provide ongoing system support and maintenance after system
acceptance, including updates and modifications required to meet legislative
mandates and statutory requirements, corrections to software defects, new
releases, and updates to documentation as changes are made.
Contractor is to provide a warranty period for at least one (1) year commencing
at system acceptance.
When applicable the contractor shall provide source code to the County under
the terms of a separate escrow agreement.
6.3.1 Describe what the warranty covers, the length of the warranty period, and
whether it can be extended:
6.3.2 Describe what your maintenance and support agreement(s) cover(s), the length
of the maintenance and support agreement, and whether it can be extended:
6.3.3 Describe any alternatives to your maintenance and support services:
6.3.4 Provide the location and toll free 1-800 telephone number of the Help Desk/Call
Center which Franklin County will contact for service calls:
6.3.5 Describe the procedure for placing a service call:
6.3.6 State the hours during which service calls can be placed. Explain how service
can be obtained at other times:
RFP# 2015-66-06
Appendix F – Section 1
Proposal Response Template
6.3.7 Identify your service levels for responding to and resolving problems. Indicate if
differences exist for different levels of severity, and any guarantees which you
provide:
6.3.8 Describe your process for escalating service calls:
6.3.9 Indicate whether or not you coordinate a user group and the purpose it serves:
6.3.10 Describe your process for correcting software defects and installing fixes, and
your approach for scheduling such corrections:
6.3.11 Discuss your capability for performing remote diagnostics and installing updates
via electronic software distribution methods:
6.3.12 Provide any additional information regarding your warranty and maintenance
services, including any exceptions or limitations:
6.3.13 Describe the level of support provided for customer-developed modifications
(e.g., screen changes, new forms, etc.). Identify any limitations or other
considerations. Identify any costs in Appendix E - Pricing Section:
6.3.14 Describe the level of installation assistance provided (i.e., at no additional
charge) with new releases of your system:
RFP# 2015-66-06
Appendix F – Section 1
Proposal Response Template
7.
Not Applicable
8.0 Application Functionality
This Application Functionality section is organized into two primary subsections. The
first subsection provides a number of questions requesting text-based answers. The
second subsection requires coded (located in Section 2) responses to a listing of
features and functions of the EMR application. Both subsections are not intended to be
comprehensive and/or exhaustive, however a means of evaluating individual systems.
8.1
Usage and Operations
8.1.1 Describe the overall process for user registration and account administration:
8.1.2 Describe the CMH and Immunization/Adult HepatitisImmunization workflows
(provide diagrams as appropriate), for the following:
(a) Nurses
(b) Administrative Assistant/Medical Assistant
(c) Fiscal Staff
(d) Administrators
(e) Technical Support
RFP# 2015-66-06
Appendix F – Section 1
Proposal Response Template
8.1.3 The Franklin County Public Health requires a system which will verify data entry
as being valid. Please describe how the system assists with the identification of:
(1) Erroneous Data Entry
(2) Or data that does not match and integration point (e.g Insurance Data,
Demographics, Address Data, Patient Name etc)
8.1.4 The Franklin County Public Health envisions a system which will incorporate the
use of role-based work queues to enable the right individuals the ability to
perform various parts of a workflow process. Describe how this is provided for in
your system, including how roles are defined. Identify any restrictions on the
number of individual work queues which can be established, and describe how
new roles and work queues would be established:
8.1.5 The Franklin County Public Health has an established medical billing contract
with a third party vendor who will need access to the EMR system. Explain how
this role would be accommodated in your system, and describe any issues which
may arise or considerations which need to be made:
8.1.6 The Franklin County Public Health expects that changes will be required to PDF
forms, Word templates, and Web forms used for field surveys, notifications, and
other documents. Describe how Franklin County staff will be able to make these
changes without vendor involvement. Describe any potential issues that must be
considered:
8.1.7 The FCPH anticipates extending electronic filing use Describe the capability of
your system to adapt to and provide for such future usage, and what would be
necessary to enable this:
RFP# 2015-66-06
Appendix F – Section 1
Proposal Response Template
8.2
Application Functional Specifications
The Application Functional Specifications are provided in Section 2 of this Appendix.
This subsections is not intended to be comprehensive and/or exhaustive, however a
means of evaluating individual systems.
*********************
Franklin County Public Health
Electronic Medical Record System
(EMR)
RFP# 2015-66-06
APPENDIX F – SECTION 2
FUNCTIONAL SPECIFICATIONS
For the convenience of submitting proposals, the
following document is also available on the Purchasing
Department website in Word Format. Offerors are not
to change or alter the following document. If an Offeror
takes exceptions to any aspect of this Request for
Proposals, then it should be noted in Appendix F –
Section 1, 1.2 Exceptions to the RFP and Contract.
Functional Specifications
INSTRUCTIONS
The Functional Specifications below identify desired functions and features of the
Franklin County Public Health Electronic Health Record (EHR) System. For each
item in the table, Offerors are to provide one of the following response codes:
RESPONSE CODES
Response Code (1)
Definition
E
Existing
Function is operational in installed systems and is provided
in the system proposed with no modification or
customization required. All items in this category can be
demonstrated and function as expected by the Franklin
County Public Health (FCPH)
D
In Development
Function is currently in Development or in testing and not
in the generally available release but will be included at
no additional charge in the installed system. Items in this
category may or may not be able to be demonstrated to
the FCPH.
M
Modification
Function will be met by modification to the base software
and will be provided in the installed system. All work in this
category would be performed by the vendor at no cost
to the FCPH. All functionality identified in this category is
expected to become part of the base package, and
supported through all future releases of the system. Items
in this category may not be able to be demonstrated to
the FCPH.
C
Customization
Function will be met by customization made to the base system
that is specific to the FCPH and at a defined cost. All work in this
category would be performed by the vendor. The specific cost
associated with each requirement met via customization,
including description of the customization, must be identified
(costs for inter-related requirements can be combined) in
Appendix E - Pricing Section. The total cost for customization
must also be summarized in Appendix E - Pricing Section. Items
in this category are not likely able to be demonstrated.
Examples of customization include programming for interfaces,
development of custom query screens, or custom reports not
included in the vendor’s base package.
RESPONSE CODES
Response Code (1)
Definition
B
Business Rule
Function will be met by the entry of FCPH-defined business rules
(e.g., IF-THEN-ELSE). No customization or programming
modification to the vendor’s software is required, and there
would be no direct cost for any item in this category. Work in
this category is most likely to be done as part of system setup
during the implementation. The writing and execution of
business rules can be demonstrated to the FCPH.
R
Report or Query
Function will be met by running a report or query using software
or features provided with the system. Work in this category may
be performed by the FCPH or FCPH staff or may be performed
by the vendor. Any specific costs associated with this category,
including required software, training or development effort must
be identified and summarized in Appendix E - Pricing Section.
The development and execution of reports and queries can be
demonstrated to the FCPH.
X
eXcluded
Function will not be met or provided for in the proposed system.
Notes:
1. Any deviation from the response codes will be recoded at the discretion of the FCPH.
Proposers have the opportunity to document any issues or exceptions to the
requirements along with the coding.
2. Response codes of C along with costs are to be documented in Section 2.0 of
Appendix E - Pricing Section.
Area 1: REGISTRATION
a. Appointments:
1. Online appointment scheduling for customers and office staff
2. Allow for the creation of different types of appointments
3. Office staff able to set appointment availability (ability to add/modify/delete
appointments as needed)
4. Allow clients to complete intake forms online in advance
5. Clients receive confirmation emails at time of appointment creation and
reminder emails before the appointment
6. Control to ensure avoidance of overbooking of appointments
7. Ability to make appointments in different locations
b. Forms: The system must have the capability to download and generate standard
and original forms such as:
1. Consent for Treatment (Immunizations)
2. Medical Data Releases
3. HIPAA Notice of Privacy Practice Receipt Form (CMH)
4. Allow printing of all forms upon request
5. Ability to fill in/prefilled custom forms (Medical Application Form and Financial
Hardship Waiver)
c. Demographics:
1. Ample fields for core and expanded demographic data (e.g. name, address
including plus four zip code, gender, race, ethnicity, age,
parent/guardian/subscriber name, date of birth, relationship to client, work name,
phone number, email, CMH #, managing physician, dates of LOA, type of LOA,
service coordinator’s name, language).
2. Scanning identification & insurance data with secure storage capacity
3. Allow staff the ability to link client siblings
4. Allow staff the ability to manually identify deceased and inactive (e.g. moved or
gone elsewhere) clients
5. Ability to generate address labels from demographic info
d. HIPAA Compliance Guidelines:
1. Implement security methods (Cloud & Web) as it relates to the EMR Data.
2. Assure record security and patient confidentiality
Response
Code
Area 1. Registration Continued:
e. Recording Payments & Printing Receipts: The system shall account for:
Response
Code
1. Cash, checks, money orders, and credit cards (U.S. Dollars)
2. Pre-printed pre-numbered receipts
f. Client Instruction & Education: The system shall have the ability to upload and
print:
Response
Code
1. Pamphlets & flyers
2. Medical Instructions
3. On-line referrals by health care providers, social services and other agencies
and to agencies (ie. HMG, JFS, DD)
Area 2: MEDICAL HEALTH RECORD
Response
Code
1. Creation in compliance with ACA & EMR Standards
2. Documentation to accommodate Meaningful Use & ICD-10 specifications
3. Ability to access and pull Meaningful Use criteria for reports and eligibility
4. On & off site storage and back-up capabilities
5. Secure patient access, on-line and hardcopy
6. HIPAA Compliance Standards
7. Electronic signatures
8. Ability to download into IMPACT SIIS
9. Ability to scan documents (previous shot records, consent forms LOAs, MUFs) into
system for reference
10. Barcode Scanning
11. Systems assessment with plenty of space for freestyle charting
12. Spell check and customizable dictionary
13. Ability to assign tasks/clients to nurses
14. Ability to analyze a client’s immunization record (i.e. forecasting what is due;
flagging non up-to-date clients and sending Reminder Recall notices; and
producing data that can be used for a Comprehensive Clinic Assessment Software
Application (CoCASA) report)
Area 3. MEDICAL CODING
1. Capability to update and/or convert ICD-9 Codes to ICD-10 Codes prior to the
October 1, 2015 Deadline
2. Embedded Crosswalk Coding Capabilities
3. CPT, HCPCS & ICD Updates
4. Auto Correction
Response
Code
Area 3. Medical Coding Continued:
Response
Code
5. Manual Editing
6. Allow ample field notation for accounts receivable and accounts payable
notation
7. Quarterly and Annual Updates & Maintenance
8. Allow for Multiple Diagnosis Codes per CPT Code
9. Field flexibility and accommodation (for additional data if needed)
Area 4. MEDICAL BILLING
a. General
1. The system must include the most recent version of the CMS-1500 Claim Form
2. The system will have been tested and transitioned from HIPAA 4010 to HIPAA
5010 via Electronic Data Exchange (EDI) according to the 01/01/2012 CMS
Mandate
3. The system is CAQH CORE Certified
4. The system is established and has compliant working knowledge of CAQH CORE
EFT & ERA Operating Rules
5.The system is compliant with the New Code Set Regulations for ICD-10-CM 10th
Addition as required by DHHS
6. The system utilizes Cloud Technology & Software
7. The system has capacity to accept downloads from outside sources (e.g. CMS,
CDC, etc…)
8. The system has the capability to handle manual paper submission, batch and
individual – Format CMS 1500 & ADA J400; allow edits
9. The system contains fields for insurance: primary, secondary & tertiary
10. The system allows old & current insurance carrier data to be active and
functional for resubmission
11. The system has the capability to handle electronic individual and batch
submission & confirmation of claims
12. The system will produce quality assurance reports (e.g. Error, Dup, Coding,
etc…)
13. The system will have view & correction in and out of a batch queue
14. The system allows edits and rebill of previous claim batches and individual
claims
15. The system allows on-line edits
16. The system has re-submission versatility
17. The system is flexible enough for customized edits and functions
b. Payment Posting: Front End & Back End
1. Batch Payment Posting
2. Individual Payment Posting
Response
Code
Response
Code
3. Adjustments & Credits
4. Write-Offs & Discounts
5. Documentation
6. Using a Secure Credit Card to reduce risk and improve accuracy
7. Using a Payment Card Industry (PCI) compliant Card Service interface to allow
FCPH to track and process card payments from patients
8. Compatible with ODH’s billing system, compatibility with billing clearinghouse
and/or third party billing company
c. Accounts Receivable: Front End & Back End
Response
Code
1. Detailed Statements (Allow printing upon request)
2. Customized Statements (Allow printing upon request)
3. Auto Aging Statements, Letters & Invoices i.e. 30, 60, 90, 120 Day
4. A/R Report Generation (Allow printing upon request)
5. Sufficient space for Account Notation and Tracking.
6. Customized Reports, by Age, Sex, CPT, Ins., ICD-9/ICD-10, DOS, $ Amount,
Provider, etc…
7. Accept confirmation of Electronic Funds Transfer (EFT)
Area 5. AD-HOC/CUSTOMIZED/CANNED REPORTS
Response
Code
1. Statistics
2. Trends
3. Charting (plenty of space for freestyle charting)
4. Ad-hoc Analysis/Queries
5. Export reports to Microsoft Word, Excel, and PDF
6. Pre-Scheduled Generation (Weekly, Monthly & Yearly) and on demand
7. Customer ID generated in order to have reports that are HIPAA compliant
8. Inventory management
9. Ability to search by numerous criteria accurately and print reports if necessary
(ie. no contact within last 6 months, by nurse, parent’s name)
10. Ability to send out surveys/newsletters to selected clients via email or by
producing a home address label list
Area 6. PLATFORMS SUPPORTED BY EMR
1. Windows 7, 8, 10
2. Android
3. Tablet
4. Laptop
5. Desktop
Response
Code
Area 7. Application Interface (API)
1.
2.
3.
4
System needs to interface with IMPACT SIIS(State registry for immunizations)
Ability to accept user input. Manually or copy/paste
Ability to accept import data from a spread sheet, data base export, or text files
Ability to sort and filter data and export as:
DBF
XLS
TXT
Doc
Other:
5 Ability to conduct audit trail of changes in the system including:
Who accessed the system/document
What was accessed/changed
When was it accessed/changed
6. Ability to run reports on #5 and provide examples of those reports
*********************
Response
Code
Franklin County Public Health
Electronic Medical Record System
(EMR)
RFP# 2015-66-06
APPENDIX F – SECTION 3
OVERVIEW OF FCPH EMR
RFP#2015-66-06
Appendix F – Section 3
Overview of FCPH EMR
The Franklin County Public Health (FCPH) was established in October 1919 as a
result of the Great Influenza, the most devastating pandemic flu on record. We
have operated as a full-service health department in the State of Ohio since
that time, providing service to all of the townships and villages in Franklin
County. In addition, 14 cities in Franklin County contract with our department to
serve as their health department and provide comprehensive public health
services to their residents.
Franklin County Public Health improves the health of our communities by
preventing disease, promoting healthy living and protecting against public
health threats through education, policies, programs and partnerships. The
department is organized into three primary divisions: Administration,
Environmental Health and Prevention and Wellness. Approximately 80 full and
part-time employees work in the agency.
Programs within the Prevention and Wellness Division include Immunizations,
Children with Medical Handicaps (CMH), Infectious Disease, and Emergency
Preparedness. The immunizations program holds clinics at multiple sites within the
community to provide vaccination to children and select adults. CMH provides
home visiting services to support a statewide program that assists children with
medical handicaps to obtain needed services. Infectious Disease maintains
surveillance for diseases that may threaten the community, as well as
investigating cases of disease and outbreaks when they occur. Emergency
Preparedness creates and practices plans to protect the community from any
possible health-related emergency or threat.
Program Descriptions
Immunization Program

We provide a travelling immunization clinic at 9 different locations
throughout Franklin County.

We serve over 2,700 clients a year. Many of our clients are repeat
customers.

We provide vaccinations through Standing Orders signed by our Medical
Director. Our clinics are operated by public health nurses (PHN) only.

We do not have access to landlines/cable lines at most of our clinics. We
do all internet activity via hotspots from mobile phones.
6 - Appendix F Section 3 - Overview of FCPH.doc
2
RFP#2015-66-06
Appendix F – Section 3
Overview of FCPH EMR

Currently, clients are required to make an appointment. Appointments
are made by staff at time of service at clinic, by calling in to the health
department or self -scheduling online via our website. We currently use
Appointment Plus.

We receive vaccine from Ohio Department of Health (ODH) and
purchase private vaccine. FCPH bills insurance companies for vaccine
and an administration fee. A sliding fee scale based off of income and
family size is implemented too.

We bill Medicaid and private insurances and use a billing clearing house.

We are required to document our vaccine administration, keep inventory,
and order vaccines through ODH’s immunization site called Impact SIIS.

We also access Health District Information Systems (HDIS) for older shot
records that were not downloaded into Impact SIIS.

The new EMR will need to provide an electronic recall of patients.
CMH Program
•
CMH is a backup insurance program administered by the Ohio
Department of Health (ODH) for children with special health care needs.
•
We have a very large number of clients active on the program at any
given time. Currently, there are approximately 4000 clients. Many clients
leave the program and return at a later date.
•
We currently have 6 PHNs, 1 supervisor and 1 administrative assistant
assigned to the program. The cases are assigned to a nurse according to
the client’s zip code.
•
The PHNs assist families with the application process and obtaining
payment for the services their child needs. We are the liaisons between
the ODH and the families. We also serve as case managers to the
families.
•
The PHNs do home visits with families where they explain the CMH
program in detail and perform comprehensive assessments on the
children. The assessment is currently on paper, but we would like to be
able to enter the information electronically in the home.
6 - Appendix F Section 3 - Overview of FCPH.doc
3
RFP#2015-66-06
Appendix F – Section 3
Overview of FCPH EMR
•
There are 4 separate programs under CMH. We currently enter all of the
information into HDIS. One client may be enrolled in all 4 programs at the
same time. PHNs will need to be able to indicate which programs the
child is enrolled in.
•
We bill ODH for each contact (ie. email, phone call, home visit) made
with families. We currently use HDIS. The charges are printed on
HCFA1500s and mailed to ODH. The goal is to do electronic billing for
these services.
• The PHNs currently use freestyle charting in HDIS.
• We currently discharge clients who are no longer active on any CMH
program once per year and the paper charts are sent to an off-site
location.
• PHNs prepare many forms that are sent between agencies, such as ODH,
Help Me Grow, physician’s offices and Franklin County Board of
Developmental Disabilities (DD).
• We currently print reports from HDIS by zip codes, nurse, city and political
subdivision.
*****************
6 - Appendix F Section 3 - Overview of FCPH.doc
4
Franklin County Public Health
Electronic Medical Record System
(EMR)
RFP# 2015-66-06
APPENDIX F – SECTION 4
EXISTING SYSTEMS TECHNICAL DETAILS
RFP# 2015-66-06
Appendix F – Section 4
Existing Systems Technical Details
This Section provides technical details of the existing systems used in daily activities.
System Configuration Model
Off Site Worker
Ohio
Department of
Health
(ODH)
Franklin County
Public Health
Network (FCBH)
Internet
connection
to ODH and
Others
Prevention
besides
Wellness Users
Windows 7 Pro
And Windows 10
Other Web
Based
Applications
Franklin County
Data Center
Network (FCDC)
7 - Appendix F Sect 4 - Exist Systems Tech Details FCPH.docx
Appointment
Plus
2
RFP# 2015-66-06
Appendix F – Section 4
Existing Systems Technical Details
Existing System
(Application
"Common" Name)
Application
Vendor
Hardware
Platform
Operating
System
Application
Programming
Language(s)
Network
Protocol
Health District
Information System
(HDIS)
CHCSoft
Windows
Win Server
2012R2
Visual FoxPro
TCP/IP
Impact SIIS
CMACS
Ohio
Department
of Health
(ODH)
Ohio
Department
of Health
(ODH)
Windows
Web
Browser
TCP/IP
Windows
Web
Browser
TCP/IP
Immunization Report
Excel
Windows
Appointment Plus
Appointment
Plus
Windows
Web
Browser
Google Docs
Windows
Web
Browser
Immunization Program
Data Collection
7 - Appendix F Sect 4 - Exist Systems Tech Details FCPH.docx
Win Server
2012R2
Microsoft XL
Notes
TCP/IP
TCP/IP
Spreadsheet
TCP/IP
3
Franklin County Public Health
Electronic Medical Record System
(EMR)
RFP# 2015-66-06
APPENDIX F – SECTION 5
DOCUMENT SAMPLES
Franklin County Public Health
Electronic Medical Records System
(EMR)
RFP# 2015-66-06
APPENDIX F – SECTION 6
CMH AND IMMUNIZATION WORKFLOW
Franklin County Public Health
Appendix F Section 6
CMH and Immunization Workflow
Children with Medical Handicaps (CMH)
Workflow
There are three major components within the CMH workflow process to be
documented and evaluated:
1. Intake-receipt and distribution of LOA
2. Receipt and processing of LOA
3. Billing
Intake-Receipt and Distribution of LOA
Number
Step
1
Letter of Approval (LOA) is retrieved from Case
Management Application Computer System (CMACS)
Ohio Department of Health (ODH) Web Portal, FCPH
website, fax, Help Me Grow, and the community.
2
Insurance is checked to determine primary biller via
Medicaid website and client’s insurance website.
3
LOA is divided into 4 different services
- Diagnostic
- Help Me Grow
- Service Coordination
- Treatment
4
The Health Department Information System (HDIS) is
checked to determine if the client is an existing case. If
client is an existing case, information is confirmed with
new LOA information. If not, LOA information is
entered into HDIS.
5
A paper chart is created using HDIS which includes
LOA, progress note, and admitting data.
6
If LOA is a Service Coordination case and includes a
report the case will be given to the PHN after the chart
is made and billed.
7
A packet of correspondence (current CMH newsletter,
community resources, cover letter introducing FCPH
CMH program, medical update form, and envelope) is
mailed to client.
8
Child is divided by zip code and assigned to a public
health nurse. Paper charts are provided to the
assigned nurse.
Position Responsible
Administrative
Assistant
Administrative
Assistant
Administrative
Assistant
Administrative
Assistant
Administrative
Assistant
Administrative
Assistant
Administrative
Assistant
Administrative
Assistant
Receipt and processing of LOA
Number
Step
1
Client paper chart is reviewed in HDIS.
2
Client is contacted by phone to determine if LOA has
been received. LOA is reviewed with client. CMH
program is explained to client.
Client case is evaluated to determine if additional
Public Health Nurse (PHN) services are needed.
Client is ensured access to PHN services in case of
future need. Client is evaluated to determine if a
home visit is required.
Client contact, phone assessment and client service
plan is documented.
Communicate with ODH regarding the accuracy of
LOA via ZIX (encryption web application that the State
maintains).
Client care with community health service providers is
coordinated.
3
4
5
6
7
Billing
Number
Step
1
Time spent for the initial intake is entered into HDIS.
2
Time spent for the PHN intake is entered into HDIS.
3
Time spent for PHN services is entered into HDIS.
4
A report of time accumulated for all cases that are
appropriate for billing is generated.
Report is filtered for pending cases.
5
6
7
8
9
Report is reviewed for mistakes. If no mistakes,
individually bill for each client through case number in
HDIS.
Client bill is printed on the Health Insurance Claim Form
through HDIS.
Completed Health Insurance Claim Forms are mailed
to ODH.
Billing issues are individually reviewed via HDIS. If issues
are found they are resolved and rebuilt.
END OF CMH WORKFLOW
Position
Responsible
Public Health
Nurse
Public Health
Nurse
Public Health
Nurse
Public Health
Nurse
Public Health
Nurse
Public Health
Nurse
Public Health
Nurse
Position
Responsible
Administrative
Assistant
Public Health
Nurse
Public Health
Nurse
Administrative
Assistant
Administrative
Assistant
Administrative
Assistant
Administrative
Assistant
Administrative
Assistant
Administrative
Assistant and
Public Health
Nurse
Immunization Workflow
There are three major components within the Immunization workflow process to be
documented and evaluated:
1.
2.
3.
4.
5.
6.
7.
Appointment
Clinic Intake Process
Patient Contact-Immunization
Post Clinic Documentation
Billing to Clearinghouse
Account Receivable
Record Creation Process
Appointment and Record Creation Process
Number
Step
1
Clients contact Franklin County Public Health (FCPH) via
phone, FCPH website or onsite to schedule an
appointment.
2
Administrative Assistant (AA) collects demographic,
referral source, and insurance information from client
and enters in Appointment Plus web application.
3
AA contacts client day before appointment to remind
them of their appointment and to confirm their
insurance information. Appointment Plus sends
automatic reminder email to client.
Staff checks client’s insurance eligibility via client’s
insurance website.
AA completes client Billing Administrative form located
on the Nursing Folder on the FCPH server.
4
5
Client Intake Process
Number
1
2
3
4
5
6
Step
AA confirms client appointment and client signs in.
Medical Assistant (MA) scans insurance card using
World Scan and saves file on a flash drive.
MA copies hardcopy of client shot record.
Ma provides client with registration form and attaches
form to billing form and client shot record.
MA may need to check insurance eligibility and/or
financial hardship waiver utilizing sliding fee scale.
After forms are complete MA attaches all forms and
places them in time folder and provides them to Public
Health Nurse (PHN).
Position
Responsible
Administrative
Assistant and
Public Health
Nurse
Administrative
Assistant and
Public Health
Nurse
All Staff
All staff
AA
Position
Responsible
Aa
MA
Ma
MA
7
After PHN determines client shot requirement, if
applicable will return to MA for collection of monies
and/or follow up appointment.
Patient Contact-Immunization
Number
1
2
3
4
5
PHN recommends vaccine and provides VIS to client.
PHN marks on admin billing form the vaccine to be
administered to client and the vaccines that are
refused by client.
PHN preps vaccinations agreed upon by client
documenting lot number and manufacturer.
PHN updates clients hardcopy record the date of
administration, antigen type, name of vaccine, lot
number, PHN name and organization name.
PHN administers vaccine to client.
PHN signs and documents site and route of vaccine on
admin billing form.
Post Clinic Documentation
Number
1
2
3
4
5
2
3
4
5
Step
MA fills out clinic stat sheet and child pay-in sheet and
attaches to all clinic forms from the day’s clinic.
MA downloads scanned insurance cards and saves to
flash drive.
MA provides flash drive and clinic forms to AA.
MA puts money in moneybag and gives to FCPH fiscal
department.
AA completes pay-in and receipts from all cash and
checks received at the clinic in Health District
Information System (HDIS).
Billing to Clearinghouse
Number
1
Step
PHN
Position
Responsible
PHN
PHN
PHN
PHN
PHN
Position
Responsible
MA
MA
AA
Step
AA sorts paperwork based on contracted insurance
companies.
AA circles the CPT and ICD9 codes for vaccines
administered located on billing form.
AA scans billing forms and sends them to UPP
Technologies (Billing Clearinghouse)
AA enters date of service, child’s name, FCPH billing
amount and name/type of insurance in excel
document for reconciliation tracking.
AA saves scanned clinic insurance cards from flash
Position
Responsible
AA
AA
AA
AA
AA
drive on local hard drive.
Accounts Receivable
Number
1
2
3
4
Step
AA pays in insurance reimbursement checks and
receipts them in HDIS.
AA scans Explanation of Benefits (EOB), receipts and
checks and saves them to local hard drive and emails
to UPP Technologies.
AA marks billing information in reconciliation tracking
document.
AA gives check to FCPH Fiscal Department and shreds
EOB.
Record Creation Process
Number
1
2
3
4
5
Position
Responsible
Step
MA enters clinic forms information into IMPACT SIIS.
MA sorts clinic forms for clients that need to return and
copies admin billing form to put in appropriate recall
tickler folder.
MA prints label that contains clinic location, date and
PHN present.
MA puts clinic forms information in filing cabinet.
MA tracks if clients returned for follow up appointment.
If yes, MA shreds copy of admin billing form from tickler
file. If no, MA sends client reminder. Process repeats
until MA marks client as Moved or Gone Elsewhere
(MOGE) into IMPACT SIIS.
END OF IMMUNIZATION WORKFLOW
Position
Responsible
MA
MA
MA
MA
MA
Adult Hepatitis Immunization Workflow
END OF ADULT HEPATITIS IMMUNIZATION WORKFLOW
APPENDIX G
DRAFT CONTRACT
BETWEEN
FRANKLIN COUNTY
And
CONTRACTOR
This contract entered into by and between __________________________, a _________________ having its principal
place of business located at _______________________________(hereafter referred to as “Contractor”) and Franklin
County Public Health (hereafter referred to as “County”) for an Electronic Medical Record System pursuant to and
under the authority of Resolution No.________ dated ___________, 2015 (RFP# 2015-66-06).
For the mutual considerations herein specified, Franklin County and the Contractor have agreed and do hereby agree as
follows:
Section 1
Administrative Requirements
This Contract consists of the complete request for proposal, including these Contract Terms and Conditions, the Special
Contract Terms and Conditions, the proposal specifications, Pricing Form, all documents requiring Offeror’s signatures,
and any written amendments/addendums to the RFP; the Offeror’s complete competitive sealed proposal, including
proper modifications, clarifications, and samples; and applicable resolutions, purchase orders and/or other ordering
documents.
Any inconsistency in this contract shall be resolved by giving precedence in the following order:
1) The signed contract document;
2) The RFP response submitted by the Contractor; and
3) The County’s original Request for Proposal.
Section 2
Pricing and Delivery of Services
Payments will be made in accordance with the fee payment schedule stipulated in paragraph 6.01. The Contractor must
provide all services in accordance with the terms and conditions of the contract and as offered in the contractor’s proposal.
The services will include, but not limited to, the completion of the project plan in a form that is mutually acceptable to both
parties, completion of the services outlined in the project plan by the date noted in such plan as well as providing the key
personnel identified in the RFP# 2015-66-06 submitted by the contractor.
Section 3
Term of Contract
The term of the contract shall be in effect on ________ and shall continue until the final acceptance and testing phase of
the project is completed.
Section 4
Section 4.01
Miscellaneous Terms
Standard of Care
Contractor shall discharge its respective obligations under the Agreement with that level of reasonable care which a
similarly situated business would exercise under similar circumstances and for any transactions involving monies due
the County, each such Contractor agrees to serve as a fiduciary for purposes of this Agreement. As an inducement to the
County to enter into this Agreement, each Contractor represents and warrants the following to the County:
(a)
It (i) is a duly incorporated, organized and validly existing under the laws of, and in good standing with
its state of incorporation; (ii) has full authority to grant the County the rights granted in this Agreement; (iii) has
all requisite power and authority to execute and deliver, and to perform all of its obligations under this
Agreement.
(b)
It shall execute any and all documents or contracts with third parties in its name and shall not represent
itself as conducting business on behalf of the County or any of its agencies.
(c)
It has filed all tax returns (federal, state and local) required to be filed and has paid all taxes shown
thereon to be due and all property taxes due, including interest and penalties, if any.
(d)
It is in compliance in all material respects with all laws, regulations and requirements applicable to its
business and has obtained all authorizations, consents, approvals, orders, licenses, exemptions from, and has
accomplished all filings or registrations or qualifications with, any court or governmental authority that are
necessary for the transaction of its business.
Section 4.02
Affirmative Covenants
Until the termination or expiration of this Agreement, each Contractor shall:
(a)
Execute such documents and present all necessary documents to the County for signature as are
reasonably necessary to ensure that the County receives all fees that it is entitled to under the Live Scan System
and shall take no action that would revoke the authorization to transfer the required funds representing the filing
fees due the County;
(b)
Maintain its existence and continue to be a duly incorporated legal entity that is and organized and
validly existing under the laws of its incorporation and duly qualified to do business in, the State of Ohio to the
extent required by applicable law.
(c)
Give notice to the County, within ten (10) days of the Contractor learning thereof, of any litigation
involving a claim for damages in excess of One Hundred Thousand Dollars ($100,000) affecting or relating to
the Contractor or the services required under this Agreement.
(d)
Promptly notify the County if:
(i)
The Contractor learns of the occurrence of any event which constitutes, or, with the passage of
time, the giving of notice or otherwise, will constitute, an Event of Default or a default under this
Agreement or any of its other loan documents, together with a detailed statement by a duly authorized
representative specifying the nature thereof and what action such Contractor is taking or proposes to
take with respect thereto;
(ii)
Such Contractor receives any notice of default from, or the taking of any other action by, the
holder(s) of any promissory note, debenture or other evidence of indebtedness of such Contractor,
together with a detailed statement by the Contractor’s duly authorized representative specifying the
notice given or other action taken by such holder(s) and the nature of the claimed default and what
action such Contractor is taking or purposes to take with respect thereto;
(iii)
Such Contractor learns of the existence of any legal, judicial or regulatory proceedings affecting
such Contractor or any of its properties or assets in which the amount involved is material and is not
covered by insurance or which, if adversely determined, would cause a material adverse change in the
business, prospects, profits, properties, assets or condition (financial or otherwise) of such Contractor;
or
(iv)
There shall occur or exist any other event or condition causing a material adverse change in the
business, prospects, profits, properties, assets or condition (financial or otherwise) of such Contractor.
Contractor will discharge its obligations under the Services Agreement with that level of reasonable care which a
similarly situated provider would exercise under similar circumstances.
Section 4.03
Indemnification
The contractor shall assume the defense of, indemnify, and save harmless Franklin County and all Franklin County
Agencies, including public officials, and employees acting in the course of their employment, but not as Members from
any and all claims, damages, lawsuits, costs, judgments, expenses, and any other liabilities that may arise from the
related Contractor’s performance of the work required under this Contract and including Contractor’s employees and
agents.
Section 4.04
Performance Bond Requirements
The successful Offeror is required to provide a performance bond in the amount of 100% of the RFP amount within ten
(10) days after approval of this contract by the Franklin County Public Health Commissioner. At the time an Offeror
submits their proposal to Franklin County, the Offeror must submit the name, address, contact, and phone number of the
surety company that will provide this performance bond by completing Appendix C Performance Bond Data Sheet.
Section 4.05
Ethics
The Contractor agree that it shall take reasonable steps to ensure that its owners, members and employees do not voluntarily
acquire any personal interest, direct or indirect, which is incompatible or in conflict with the discharge and fulfillment of his
or her functions and responsibilities with respect to the carrying out of said work and shall comply with the applicable
provisions of the Ohio Ethics laws.
Section 4.06
Public Record and Treatment of Confidential and Proprietary Information
In the event the County receives any such request for any Confidential Information, it will promptly notify the Contractor
of the request to enable the Contractor to take whatever action it deems appropriate to seek protection from disclosure. If
the Contractor fails to take any action within ten (10) days of such notice, the County may make such disclosure without
any liability to the Contractor.
Section 4.07
Subcontracting
Offeror confirms that it will be the primary contractor who will be performing the work under the Contract. Offeror
may use subcontractors for portions of the work under the Contract, but Offeror will remain the primary contractor and
will remain liable for all work performed hereunder regardless of whether performed directly by it or by a subcontracted
entity. Prior to the Effective Date, Offeror provided Franklin County with a list of subcontractors it currently uses.
Offeror shall not use any subcontractor who has been subject to action that limits the subcontractor’s right to do business
with the local, state, or federal government. County reserves the right to deny use of a subcontractor(s) if County
determines that the Contractor will not be the primary Contractor who will be performing the work under the Contract.
Section 4.08
Consent to Assign
Contractor will not assign any of its rights under this Contract unless County consents to the assignment, in writing
including any assignment through a merger or other corporate reorganization. Any purported assignment made without
County’s written consent is void and may be subject to termination of the contract. County may assert against an assignee
any claim or defense County may have against the assignor.
The Company shall notify the County as soon as possible, but no later than sixty (60) days, prior to the Company
converting into, merging or consolidating with or selling or transferring substantially all of its assets or business to
another corporation, person or entity.
Section 4.09
Record Keeping
The contractor will keep all financial records consistent with Generally Accepted Accounting Principles (GAAP).
During the period covered by the contract and is required to provide the Franklin County Public Health or their
designated representative, authorized representatives (for the contractor), and any person or agency instrumentally
involved in providing financial support for the contract work access and right to examine any books, documents, papers,
or records related to this contract. Claims documentation may be reviewed through a formal Audit and are not subject to
the work access requirements set forth in this paragraph.
Section 4.10
Insurance Requirements
ALL INSURANCE COMPANIES PROVIDING COVERAGE SHALL BE LICENSED TO DO BUSINESS IN
THE STATE OF OHIO.
Throughout the contract period, the Contractor must maintain a comprehensive insurance program affording as a
minimum the items indicated below: A Certificate of Insurance reflecting the required coverage and amount must be
submitted with Contractors response. Franklin County Public Health, the RFP Number and RFP Title must be
identified as ‘additional insured’ on the Certificate of Insurance. If there is any change in the Contractor’s insurance
carrier or liability amounts, a new certificate must be provided to Franklin County Public Health within seven (7)
calendar days of change.
Comprehensive General Liability: up to $1,000,000 single limit occurrence including coverage for: a) Personal
Injury Liability: all sums, which the company shall become legally obligated to pay as damages because of bodily
injury, sickness, or disease including death at any time resulting there from, sustained by any person other than its
employees; b) Broad form Property Damage Liability; c) products and completed operations; d) premises and completed
operations; and e) contractual liability insuring the obligations assumed by the Vendor under the Contract. This
insurance does not apply or shall not be construed as being applicable to liability for damages arising out of bodily
injury to any person or damage to any property of others resulting from the negligence of Franklin County Public
Health, its officers, employees or agents.
Automobile Liability Insurance: all sums, which the company shall become legally obligated to pay as damages
because of injury to or destruction caused by occurrence rising out of ownership, maintenance or use of any automobile.
Excess Annual Aggregate Limit: $3,000,000 dollars
During the term of this Contract and any renewal thereto, the Contractor, and any agent of the Contractor, at its sole cost
and expense, shall maintain the required insurance coverage as described in the Contract. County may require the
Contractor to provide respective certificate(s) of insurance in order to verify coverage. Failure to provide a requested
certificate within a seven (7) calendar day period may be considered as default.
Section 5
Section 5.01
Time of Performance
Time of Contract
The exact Contract commencement date and expiration date shall be set forth in the negotiated contract. The contract is
effective on the later of the Effective date or the date upon the signature of the Franklin County Public Health
Commissioner. The Contract beginning date is subject to the approval of Franklin County Public Health. This Contract
will remain in effect until the end date as noted on the Contract or until the Contract is fully performed by both parties or
until it terminates in accordance with the termination language of the Contract.
Section 5.02
Contract Extension at the End of Any Contract Period
There are no extension options provided in the contract nor are any price increases allowed.
Section 6
Section 6.01
Invoicing, Payment and Taxes
Fee Payment Schedule
The payment plan shall be broken down by phase or major deliverable components. A final payment plan will be
determined in the contract. Tentatively, the payment plan will take the following format:
a. Five percent (5%) of the total purchase price due within 30 days of approval of the contract.
b. Ten percent (10%) of the total purchase price due upon the mutual acceptance of the
Implementation plan.
c. Ten percent (10%) of the total price due upon the installation of the proposed hardware.
d. Twenty-five percent (25%) of the total purchase due upon installation of the Licensed
Software (as defined in the License Agreement).
e. Twenty-five percent (25%) of the total purchase due upon the completion of the system acceptance testing as
defined in Section 7.02 below.
f. Twenty-five percent (25%) of the total purchase due upon final acceptance, which will include 120 days of
operation in a production environment without system-related problems, as defined in Section 7.02 below.
Section 6.02
Invoicing
a. Provider will provide an invoice five (5) working days prior to the end of the month in which the milestone
outlined in Section 6.01 is met to ensure payment is made within fifteen (15) days from the first day of every
month. The Provider will be required to submit invoices by mail, sent by courier, sent as an attachment to an
email to the bill to address identified in the purchase orders used to issue orders against this Agreement. The
Provider’s Federal Tax Identification Number should appear on all statements and invoices.
b. Invoices should include:
Invoice remittance address as designated in the Agreement & description including:
 Name and address of the Provider
 Billing period
 Unit cost (must match contract pricing)
Section 6.02
Payment Due Date
Franklin County normally makes payments within 45-days from the day the invoice is received and / or acceptance of
supplies or services. Agencies only process an invoice for payment after delivery and acceptance of the ordered supplies
or services have been completed or transpired. Franklin County will not pay late fees, interest, or other penalties for later
payment, unless otherwise stated. Any entity authorized to utilize this Contract, outside the responsibility of Franklin
County, is responsible for all orders, invoices, payment, and / or tracking.
Section 6.03
Taxes
Franklin County and the agencies therein responsible for are exempt from all federal, state, and local taxes.
Participating Franklin County agencies will not pay any taxes on supplies or services purchased from a Contractor,
unless the Special Contract terms and conditions state otherwise. A tax-exempt certificate will be provided on request
by the Contractor receiving the award.
Section 7
Section 7.01
Contract Administration and Reports
Contract Administration
Franklin County Public Health, with assistance from the Franklin County Purchasing Department, will be responsible
for the administration of the Contract and will monitor the Contractors performance and compliance with the terms,
conditions, and specifications of the Contract. If any agency observes any infraction(s), such shall be documented and
conveyed to Franklin County Public Health for immediate remedy. The Contractor will be notified by Franklin County
Public Health; failure for the Contractor to rectify the infraction(s) may result in Contractor being deemed in default,
whereas, County may apply the termination clauses of this Contract.
Section 7.02
Out of Scope Work
The Contractor is not allowed to perform any work that is out of scope. If the Contractor believes that the work being
requested to be performed is out of scope it must be brought to the attention of the Project Manager or Franklin County
Public Health. Any work that is out of scope, if it is determined to be necessary by the County, must be added to the Scope
of Work through a written contract modification that is approved by the Franklin County Public Health Commissioner,
who has the sole authority to modify the contract. Approval of a contract modification under this section by Franklin
County Public Health shall be at their sole and complete discretion. If the Contractor knowingly performs work that is out
of scope and does so without the proper written authorization from Franklin County Public Health may do so at the their
own risk. The County will not be liable for any cost of the work performed that was out of scope and done without the
proper authorization.
Section 7.03
Acceptance Testing and Final Acceptance
Franklin County will make full acceptance of the system and all related deliverables when satisfactory performance,
according to requirements described in the RFP, have been met and documentation delivery requirements have been
satisfied, along with the delivery of all required training.
Franklin County personnel will perform the acceptance test for a period of approximately 120 days from the installation
of the licensed software and completion of the data conversion process. During the acceptance test period, it is required
that all vendor-supplied hardware and software operate failure-free in the Franklin County production-computing
environment.
In measuring acceptance, a system failure resulting from external causes, including but not limited to acts of God, fire or
Franklin County oversight, will be excluded from the acceptance testing. System failures, which occur and are not
covered by the preceding sentence, will require a new period of acceptance testing at the discretion of the Franklin
County.
Franklin County will be the sole judge of whether or not the system has passed all tests performed. If, in Franklin
County's judgment, it determines that the system has not passed a required test, vendor may request a written description
of the way in which the system's performance was unsatisfactory in order that the vendor may correct the system's
deficient performance.
If it is discovered that the system or any part thereof requires correction, Franklin County must, nevertheless, have the
absolute right to continue the use of the system until such time as it is convenient to Franklin County for change
implementation.
If the system does not function because of a problem in Franklin County's production-computing environment, it is the
vendor's responsibility to define/document the problem and furnish the corrective action to fix the problem.
Franklin County will notify the vendor in writing when the system has passed/completed the final acceptance test.
Section 7.04
Non-Acceptance of Goods
No certificate of payment, no provision in the RFP documents, nor any partial shipment of materials or entire occupancy
of government shall constitute an acceptance of work, materials or equipment not done or provided in accordance with
the contract documents, or relieve the contractor of liability for any express or implied warranties or responsibility for
faulty materials, workmanship or service. The contractor shall remedy any defects in the work, material or equipment
and pay for any other resulting damage to other work, material or equipment which appears within one year of final
acceptance of the work, materials or equipment unless a longer period is elsewhere specified. Nothing stated herein
shall relieve the contractor of common law liability for latent defects, which may appear after the expiration of the
warranty period.
Section 8
Section 8.01
Contract Cancellation; Termination; Remedies
Contract Cancellation
The County may cancel this Contract Upon any one of the following events. The cancellation will be effective on the
date delineated by County.
1) 90-Day Notice Termination
Franklin County reserves the right to terminate the resulting contract immediately by giving the vendor 90-days written
notification. If this Contract is terminated for convenience, Franklin County shall be liable only for payment under the
payment provisions of the resulting contract for goods and services rendered before the effective date of termination.
2) Non-Appropriation of Funds
This Contract is contingent upon Franklin County budgeting and appropriating the funds on an annual basis necessary
for the continuation of this Contract in any contract year. In the event that the funds necessary for the continuation of
this Contract are not approved for expenditure in any year, this Contract shall terminate on the last day of the fiscal year
in which funding was approved, without penalty to Franklin County. Franklin County will provide the Contractor with
written notification within 10 business days after being notified that the funding of the Material Testing and Inspection
Services is no longer approved.
3) Cancellation for Failure to Retain Certification
Pursuant to the requirements as stated in the Contract, all certifications and / or registrations must be maintained for the
life of the Contract. Failures to renew and certification(s) or the de-certification by certifying entity, may result in the
immediate termination of the Contract.
4) Cancellation for Financial Instability
Franklin County may cancel this Contract by written notice to the Contractor if a petition in bankruptcy or similar
proceeding has been filed by or against the Contract.
Section 8.02
Termination for Default
Franklin County may, subject to the paragraphs below, by written notice of default to the Contractor, terminate this
contract in whole or in part if the Contractor fails to:
a) Deliver the supplies or to perform the services within the time specified in this contract or any extension;
b) Make progress, so as to endanger performance of this contract the services required under this Agreement.
1) Franklin County may exercise its right to terminate this contract under this Section of the contract if after receipt of the
notice from Franklin County specifying the failure the Contractor to perform such services, the Contractor does not offer a
plan to cure such failure within 10-days (or more if authorized in writing by Franklin County) in a manner acceptable to
the County.
2) If Franklin County terminates this contract in whole or in part, for default under this Section 8.02 it may acquire, under
the terms and in the manner, the County considers appropriate, supplies or services similar to those terminated, and the
Contractor will be liable to Franklin County for any excess costs for those supplies or services. The maximum amount of
liability of the Contractor shall not exceed the total amount of Administrative Service fees that have been paid to the
Contractor as of the termination date of the contract. However, the contractor shall continue the work not terminated.
3) Force Majeure: Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any excess costs
if the failure to perform the contract arises from causes beyond the control and without the fault or negligence of the
Contractor. Examples of such causes include (1) acts of God or of the public enemy, (2) acts of the Government in either its
sovereign or contractual capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight
embargoes, (9) unusually severe weather. In each instance, the failure to perform must be beyond the control and without
the fault or negligence of the Contractor.
4) If failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the
control of the Contractor and subcontractor, and without fault or negligence of either, the Contractor shall not be liable for
any excess costs for failure to perform, unless the subcontracted supplies or services were obtainable from other sources in
sufficient time for the Contractor to meet the required delivery schedule.
5) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights
and obligations of the parties shall be the same as if the termination had been issued for the convenience of Franklin
County.
Section 8.03
Actual Liabilities
Contractor is liable for all damages caused by the Contractor’s default or gross negligence. The County may buy substitute
services or supplies, from a third party, for those that were to be provided by the Contractor. The County may recover the
costs associated with acquiring substitute supplies or services, less any expense or costs saved by Contractor’s default, from
Contractor.
Section 9
Certifications and Affidavits
Section 9.01
Contractor’s Warranty against an Unresolved Finding for Recovery
Ohio Revised Code (O.R.C.) §9.24 prohibits the County from awarding a contract to any Contractor against whom the
Auditor of the State has issued a finding for recovery if the finding for recovery is “unresolved” at the time of the award.
By signing this contract, the Contractor warrants that it is not now, and will not become subject to an “unresolved”
finding for recovery under O.R.C. §9.24, and agrees that it shall not take any action that would result in an unresolved
finding for recovery under such section.
Section 9.02
Suspension and Debarments
The County will not award a Contract for goods or services, funded in whole or in part with Federal funds, to a person or
vendor who has been suspended or debarred from doing business with the State of Ohio or who appears on the Federal
List of Excluded Parties Listing System https://epls.arnet.gov/.
Section 9.03
Legal Compliance
The Contractor must agree to comply with all applicable local, state, and federal laws in the performance of the work
specified in this proposal including applicable state and federal laws regarding drug-free work places. The Contractor
will be required to accept full responsibility for payment of all taxes and insurance premiums including, but not limited
to; Unemployment Compensation insurance premiums, Workers’ Compensation, all income tax deductions, Social
Security deductions, and any other taxes or payroll deductions required for all employees engaged by the contractor in
the performance of the work specified in this proposal.
Section 9.04
Workers’ Compensation Provision
The Contractor shall be required to carry Workers’ Compensation Liability Insurance as required by Ohio law for any work
to be performed within the state of Ohio, as applicable by law. Unless otherwise listed in the proposal specifications, the
awarded Contractor will be required to provide said certificate within seven (7) calendar days after notification to award to:
Franklin County Public Health, 280 E. Broad Street, Columbus, Ohio 43215. Failure to provide certificate within the
stated time period may deem the Contractor as non-responsive and dismissal of award recommendation. Failure to maintain
Workers’ Compensation Liability Insurance coverage as required by law and any renewal thereto will be considered as a
default.
Section 9.05
Non-Collusion Certification
By the signature affixed on Appendix A Exhibit 1 (Non-Collusion Affidavit) of the Proposal, the Contractor certifies that
he/she is (sole owner, partner, president, secretary, etc.) of the party making the forgoing proposal; that such proposal is
genuine and not collusive or sham; that Contractor has not colluded, conspired or agreed, directly or indirectly, with any
Offeror or person, to put in a sham proposal; or colluded or conspired to have another not proposal and has not in any
manner, directly or indirectly, sought by agreement or collusion or communication or conference, with any person to fix
the proposals price of its proposal or any other Offeror, or that of any other Offeror, or to secure any advantage against
any Offeror or any person or persons interested in the proposed contract and that all statements contained in the proposal
are true; and further, that the Contractor has not, directly or indirectly, submitted this proposal, or the contents thereof, or
divulged any related information or data to any association or to any member or agent of any association.
Section 9.06
Non-Discrimination / Equal Opportunity Provisions
By the signature affixed on Appendix A Exhibit 2 (Non-Discrimination / Equal Opportunity Affidavit), the Contractor
certifies that he/she complies with all applicable laws regarding Non-Discrimination / Equal Opportunity. All
contractors must be willing to enter a contract containing the express language contained in §125.111 of the Ohio
Revised Code, which requires the following:
That in the hiring of employees for the performance of work under the contract or any subcontract no contractor or
subcontractor shall, by reasons of race, color, religion, sex, age, handicap, national origin or ancestry, discriminate
against any citizen of this state in the employment of a person qualified and available to perform the work to which the
contract relates.
That no contractor, subcontractor, or any person acting on behalf of any contractor or subcontractor shall, in any manner,
discriminate against, intimidate, or retaliate against any employee hired for the performance of work under the contract
on account of race, color, religion, sex, age, handicap, national origin, or ancestry.
All contractors who contract with the state or any of its political subdivisions for materials, equipment, supplies,
contracts of insurance, or services shall have a written affirmative action program for the employment and effective
utilization of economically disadvantaged persons, as defined in §Section 122.71 of the Ohio Revised Code. Annually,
each such contractor shall file a description of the affirmative action program and a progress report on its
implementation with the Ohio Civil Rights commission and the Minority Business Development Office established
under §Section 122.92 of the Ohio Revised Code.
Section 9.08
Small and Emergency Business Information Form
For statistical purposes, Franklin County is seeking information on the size and demographic type of vendors replying to
our bids. Utilizing Appendix A Exhibit 3 (Small and Emerging Business Information Form), Proposers are asked to
indicate whether their company, business or organization meets the descriptions provided for a Disadvantaged Business
Enterprise (DBE), Minority Business Enterprise (MBE), Small and Emerging Business (SEB), or a Woman Business
Enterprise (WBE). This is only for informational purposes and is not part of the evaluation process and will not be
given any consideration with regard to an award.
Section 9.09
Software Source Code Escrow Agreement
The awarded Contractor will grant the County the use of the computer software pursuant to the terms and conditions of
the proposal; and the uninterrupted availability of all forms of such computer software is critical to the County and the
conduct of its business; and the Contractor agrees to deposit in escrow a copy of the source code form of the Software
included in any Software System covered by the terms and conditions of proposal, as well as any corrections and
enhancements to such Source Code, to be held by Escrow Agent in accordance with the terms and conditions of this
Escrow Agreement (see Appendix I).
Section 10
Special Considerations
Section 10.01
Confidentiality
Each party acknowledges that performance of this Agreement may involve access to and disclosure of data, rates,
procedures, materials, lists, systems and information (collectively "Confidential Information") belonging to the other.
Except as set forth in the next paragraph, no Confidential Information shall be disclosed to any third party other than
representatives of such party who have a need to know such Information, provided that such representatives are
informed of the confidentiality provisions hereof and agree to abide by them. All such Information must be maintained
in strict confidence.
Notwithstanding the provisions of the previous paragraph, the Contractor understands and agrees that any Confidential
Information may become subject to a Freedom of Information Act request, and may be releasable under the principles of
Ohio law. In the event Franklin County receives any such request for any Confidential Information, it will promptly notify
Contractor of the request to enable Contractor to take whatever action it deems appropriate to seek protection from
disclosure.
Section 10.02
Governing Law/Venue
This Contract shall be governed by the laws of the State of Ohio (regardless of the laws that might be applicable under
principles of conflicts of law) as to all matters, including but not limited to matters of validity, construction, effect and
performance. All actions regarding this Agreement shall be forumed and venued in a court of competent subject matter
jurisdiction in Franklin County, Ohio and the parties hereby consent to the jurisdiction of such courts.
Section 10.03
Entire Agreement/Amendment/Waiver
This Contract and its exhibits and schedules and any documents referred to herein or annexed hereto constitute the complete
understanding of the parties. This Contract shall not be changed, modified, terminated or amended except by a writing
signed by a duly authorized officer of each party to this Contract. Any waiver must be in writing. Any waiver shall
constitute a waiver of such right or remedy only and not of any other right or remedy of the waiving party. For purposes of
any amendments or waivers, such amendment and waivers shall only be binding against the County if signed by the
Franklin County Public Health Commissioner.
Section 10.05
Notices
All notices and other communications which may or are required to be given hereunder shall be in writing and shall be
deemed duly given if personally delivered, or sent by overnight express courier, or sent by United States mail, registered or
certified, return receipt requested, postage prepaid, to the address set forth hereunder or to such other address as the other
party hereto may designate in written notice transmitted in accordance with this provision. If either overnight express courier
or United States mail delivery is not available or delivery is uncertain, then notices may be given by telecopier or by e-mail.
Notice shall be sent to the following addresses:
To the:
________ (Awarded Contactor)
Attention:
Address
Phone: ( )
Fax: ( )
If to the County:
Franklin County Public Health
Attention: Health Commissioner
280 E. Broad Street
Columbus, OH 43215
Phone: (614)
Fax: (614)
With a copy to:
Franklin County Purchasing Department
Attention: Purchasing Director
373 S. High Street, 25th Floor
Columbus, OH 43215
Phone: (614) 525-7266
Fax: (614) 525-3144
Facsimile: (614) 525-3144
Section 10.06
Off-Shore Activities
No portion of this contract may be performed offshore. All services under this contract shall be performed within the
borders of the United States. Any services that are described in the specifications or scope of work that directly pertain to
servicing this contract shall be performed within the borders of the United States. This shall include any back up services for
data, back office services and work performed by subcontractors at all tiers.
Section 10.07
Time of the Essence
The time limits and time lines set forth herein are of the essence of this Agreement. Each Contractor has reviewed and
approved all such time limits and time lines and confirms that all such limits are reasonable periods of time for its
performance hereunder.
The parties hereto have set their hands and seal this ___________________________________.
Franklin County Public Health:
Contractor:
By:
By:
Susan Tilgner, MS, RD, LD, RS
Health Commissioner
APPROVED AS TO FORM:
Ron O’Brien
Prosecuting Attorney
Franklin County, Ohio
By:
Assistant Prosecuting Attorney
Date: __________________________
**********************
APPENDIX H - DRAFT
IMPLEMENTATION, LICENSE AND MAINTENANCE AGREEMENT
THIS ELECTRONIC MEDICAL RECORD SYSTEM (EMR) IMPLEMENTATION, LICENSE AND
MAINTENANCE AGREEMENT (the “Agreement”) is dated
and to be effective
, by and between
, an (Name of State) based Corporation having its principal place
of business located at
, (hereafter referred to as “
”) and the Franklin County Board of Commissioners, on behalf of the Franklin County Public Health, a
county located in the State of Ohio (hereafter referred to as “County”).
BACKGROUND INFORMATION
A.
On
, the County issued a Request for Proposals for an Electronic Medical
Records System (EMR), a copy of which is attached hereto as Exhibit A (the “RFP”). The RFP
requested proposals from vendors who could provide the implementation, training, and support
services for a new Electronic Medical Record System (EMR) that would be used to perform the
functions outlined in the RFP.
B.
In response to the RFP,
submitted the Proposal, as hereinafter defined, to the
County, a copy of which is attached as Exhibit B.
C.
The parties desire to enter into this Agreement in order for
to perform those
services, provide the products and materials, license and maintain certain software as outlined in this
Agreement, which allows the County
D.
to acquire a perpetual, irrevocable, non-exclusive license to use and possess the Licensed Software
and Materials (as hereinafter defined), which will be pursuant to the terms and conditions of this
Agreement.
PROVISIONS
NOW THEREFORE, in consideration of the terms of this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:
Section 1.
Definitions. Unless the context otherwise provides, the terms defined below shall, for purposes
of this Agreement, have the following meanings:
(a)
Acceptance is defined in Section 10 of this Agreement.
(b)
Documentation means the end user and administrator documentation for the Licensed Software,
including but not limited, to the software outlined in Appendix E, under Section 1.4.1. of the
Proposal.
(c)
Custom Modifications means a change requested by the County in response to legislative or
administrative changes that results in a change to the Licensed Software.
(d)
Configuration means tables and processes to configure the Licensed Software to the County’s
standard without any modification or change to the Licensed Software.
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(e)
Enhancement means a modification to the Licensed Software to add a new function or feature
that is offered to the County by (Contractor).
(f)
Error Corrections means a modification to the Licensed Software to cause it to perform in
accordance with the RFP, the Proposal, the Documentation, and/or to correct a Malfunction.
(g)
[Intentionally left blank].
(h)
Implementation Phase means the methodology outlined in Section 5 of Appendix F – Section 1
of the Proposal, but excluding those items specifically outlined in this Agreement.
(i)
Key Personnel means those individuals identified in Appendix F – Section 1 – under Section
3.3.1.
(j)
License and Service Fees are those fees set forth in Appendix E, under Section 1.0 of the
Proposal.
(k)
Licensed Software means (Contractor)’s base software for its Electronic Medical Record
System (EMR), as more fully described in the Proposal, along with all updates which
(Contractor) elects to have installed, all Documentation, all Custom Modifications, and all
Enhancements, but excludes the Configurations.
(l)
Malfunction means any way in which the Licensed Software fails to perform substantially in
accordance with the Proposal or Documentation. A Malfunction does not include any of the
following:
(i)
An error caused by the County’s personnel’s failure to adhere to (Contractor)’s
instructions or Documentation and/or the County’s personnel’s failure to adhere to
Documentation;
(ii)
An error caused by a telecommunications failure if such failure is not attributable to the
Licensed Software;
(iii)
An error caused by computer hardware external to the County’s computer hardware, and
(iv)
An error caused by software other than the Licensed Software or software recommended
by (Contractor) for use with the Licensed Software with the exception of Microsoft
software.
(m)
Materials mean the Licensed Software and the Documentation collectively, and include, but are
not limited to, the functions contained in the Licensed Software, and the screen formats,
commands, reports and their contents and organization, but excluding Configurations.
(n)
The County Project Manager means the person designated by the County to perform the
management and technical services outlined in this Agreement.
(o)
Proposal means the Competitive Proposal, the Cost Proposal, and the Attachments, all submitted
on
, 2015, which (Contractor) submitted to the County in its response
to the RFP, as well as those amendments (If Applicable) outlined in Exhibit B.
(p)
Services are those services described in Section 2 of this Agreement.
(q)
Software Support Services are those services described in Section 6 of this Agreement.
(r)
Source Code means the human-readable computer programming code, associated procedural
code, and related and supporting documentation, corresponding to the Licensed Software and all
subsequent versions thereof furnished to the County.
(s)
Standard Rates means those rates described in Appendix E of this Agreement.
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(t)
Supported Software is the Licensed Software provided by (Contractor), including all
integration with Third Party Software/Technology.
(u)
Telephone Support means (Contractor) providing general information and advice concerning
the Licensed Software to the County staff, as more fully described in Section 6(c) of this
Agreement.
(v)
Third Party Software/Technology means that software set forth in Appendix F – Section 1 of
the Proposal and the technology licensed to the County by (Contractor).
(w)
Updates means a modification to the Licensed Software that is a change made and/or approved
in writing by (Contractor) to the software environment in which the Licensed Software will
execute including, but not limited to, a modification required for the Installation of one or more
Error Corrections on a periodic basis or updates made to the Licensed Software as a result of
updates to the Third Party Software/Technology.
(x)
(Contractor) Project Manager means (Contractor)’s manager of (Contractor)’s qualified
personnel assigned to develop, implement, and support the Licensed Software.
(y)
Warranty Period means the period commencing from the date of the County’s acceptance of
the Licensed Software as defined in Section 10 below and terminating on the later to occur of
twelve (12) months after Acceptance or
, 2015 (TBD).
Additional terms are defined elsewhere in this Agreement.
Section 2.
Services. Except as outlined in the updated Appendix F – Section 1 of the Proposal or otherwise
provided below, (Contractor) shall provide the following services to the County in accordance with the project
plan approved by the County as provided in Section 3 below:
(a)
Project Management.
(Contractor) shall provide expert services in managing the
implementation and training for (Contractor)’s brand program, as outlined in Appendix F –
Section 1 – under Section 3.3.1 of the Proposal.
(b)
Create Implementation Specifications. (Contractor) shall provide expert services with the
development of implementation specifications, as more fully described in Appendix F – Section
1 – under Section 6.0 of the RFP and the Proposal and consistent with the methodology outlined
in Appendix F – Section 1 – under Section 6.0 of the Proposal.
(c)
Implementation and Customization Planning. (Contractor) shall provide expert services in
the implementation of the Licensed Software and customization to the Licensed Software, as
more fully described in Appendix F – Section 1 – Section 6.0 of the Proposal and the
methodology and functional specifications outlined in Appendix F – Section 3 of the Proposal.
(Contractor) shall also provide expert advice to the County so that it can configure the
infrastructure of the Hardware and software so it is compatible with the Licensed Software and
the ___ (interface systems) used by the County.
(d)
System Implementation. (Contractor) shall furnish expert assistance and provide services with
the development, implementation, and support of (Contractor)’s Electronic Medical Record
System (EMR) and the County’s business processes, as more fully described in Appendix F –
Section 1 – under Sections 6.3 of the RFP and the methodology outlined in that Section and the
functional specifications outlined under Section 11.0 of Appendix F – Section 2 of the Proposal
and the updated Exhibits to the Proposal attached hereto. (Contractor) shall also provide expert
advice to the County so that it can configure the infrastructure of the Hardware and software so it
is compatible with the Licensed Software of the _____ (interfaces) used by the County.
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(e)
Project Milestone. (Contractor) shall provide expert services in the implementation of the
Licensed Software, as more fully described above and consistent with the terms of the project
plan referenced in Section 3 below.
(f)
Rollout. (Contractor) shall provide expert services in the rollout of the Licensed Software as
(Contractor)’s Electronic Medical Record System (EMR), as more fully described in the
Proposal.
(g)
Maintenance. (Contractor) shall provide expert services in the maintenance of the Licensed
Software and customization to the Licensed Software, as more fully described in Appendix F –
Section 1 – under Section 7.3 of the proposal and Section 6 of this Agreement.
(h)
Consulting Services. (Contractor) shall provide expert services to the County throughout the
implementation of the Licensed Software and customization to the Licensed Software.
(i)
Monitoring Services. At the County’s election, (Contractor) shall provide the monitoring
services referenced in Appendix F – Section 1 under Section 5.5.
In providing the Services, (Contractor) agrees to commit the time and efforts of the Key Personnel and the Key
Personnel shall work closely with the County’s project team in providing the Services and the third party vendors
under contract with the County for its ____ (interfaces). (Contractor) agrees that it shall use commercially
reasonable efforts to complete the work for the Services no later than the deadlines set forth in the project plan
referenced in Section 3 below, barring any unforeseen delay; provided, however, that (Contractor) shall
immediately inform the Project Manager and the County’s Purchasing Department in writing of any delays and any
assistance needed from the County to address such delay.
Section 3.
Project Plan. (Contractor) shall install the Licensed Software and provide the Services outlined
in Sections 2(a) – 2(i), inclusive, in accordance with the proposed project plan outlined in the Proposal and the
terms of this Agreement, recognizing that as part of the Services, (Contractor) is to present a project plan for
review and approval by the County no later than thirty (30) days after the County signs this Agreement and the
project plan must be in a format acceptable to both parties. (Contractor) shall provide a regular status report to
the County’s Project Manager, at least weekly. For Services provided at the County’s facility, the County
agrees to provide (Contractor) with workspace, access to a printer, telephone and such other items agreed to
between (Contractor) and the County, but in no event shall (Contractor) allow long-distance charges to be
incurred on the County phone line. Access to the County’s facility is subject to the County’s security
procedures.
If, for any reason, the Services or deliverable as set forth in the project plan referenced above are not performed
or delivered on or before the specified time, then (Contractor) shall report such issue in its regular status report
to the County’s Project Manager and will outline the following:
(a)
Phase or task subject to delay;
(b)
Reason for delay;
(c)
Root cause of the issue;
(d)
Estimated completion time for phase or task;
(e)
Proposed revision to the Project Plan; and
(f)
Recommendation on means to prevent similar delays.
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Compliance with the foregoing provision shall not excuse (Contractor)’s noncompliance with the agreed-upon
time schedule or prevent the County from exercising any rights or remedies it may have under the terms of this
Agreement arising out of such noncompliance.
Section 4.
License Grant. (Contractor) hereby grants, and the County hereby accepts, a perpetual,
irrevocable, non-exclusive, non-transferable license to use and possess the Licensed Software and the Materials
and Source Code (the “License”), according to the terms of this Agreement. This License is subject to each of
the following:
(a)
Object Code Format. During the period in which (Contractor) is providing warranty or
maintenance services to the County under this Agreement, the County shall use the Licensed
Software in object code format only, but shall also have the limited right to use the Source Code
for testing purposes and upon termination or expiration of the maintenance services provided by
(Contractor), the County shall then have the right to use the Source Code for purposes of the
County’s ongoing use and maintenance of the Electronic Medical Record System (EMR) for the
County and its users.
(b)
No Sale and other Use. The Licensed Software shall be used solely for the County’s internal
use and the County shall not sell, lend, license, sublicense, assign, lease, hypothecate, pledge, use
or permit the use of, or otherwise transfer or encumber the Licensed Software or the Materials, or
provide service bureau, outsourcing or third party services except for right to sublicense or use
the Licensed Software by the third-party users identified in the RFP and Proposal.
(c)
No Modifications. During the period in which (Contractor) is providing warranty or
maintenance services to the County under this Agreement, the County shall neither modify nor
attempt to modify, nor disassemble, decompile or otherwise reverse engineer the Licensed
Software; provided, however, that in no event shall this provision limit the County’s right to
make Configuration changes to the Licensed Software.
(d)
County’s Right to Copy and Use. In addition to the rights granted in subsection (a), (b), and
(c) above, the County shall also have the right to copy and use the Object Code on its servers for
operations, testing, archival and disaster recovery purposes.
(e)
(Contractor) to provide hard copies/electronic copies of Materials. (Contractor) shall
provide 2 hard copies of the Documentation to the County. Further, (Contractor) shall provide
electronic versions of all printed material that may be downloaded and printed by the County.
The County shall have full right to use, copy, modify and distribute the Materials to the thirdparty users identified in the RFP and Proposal.
(f)
(Contractor) to deposit the Source Code. Upon Acceptance by the County pursuant to Section
10 of this Agreement, (Contractor) shall thereafter, upon each update to production, deposit a
fully current Source Code with the Escrow Agent along with the listings and all supporting
documentation and related materials, including problem log fixes and Enhancements, for each
and every update, correction, or new release of the Licensed Programs. Simultaneously with each
such deposit, (Contractor) shall deliver to the County a written certification identifying all items
deposited and stating that the deposited materials and updated Source Code have been inspected
by the (Contractor) and are complete and accurately represent the most current version at the
Source Code and materials.
Title to the Source Code shall remain with the (Contractor) throughout the term of this
Agreement and thereafter, but in any event, (Contractor) transfers to the County, without any
further action, a perpetual, non-exclusive and nontransferable license to use and possess the
Source Code, including the right to use, modify, maintain, and update the copy of the Source
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Code as may be necessary for County's continued use of the Licensed Programs, provided such
rights remain subject to the terms of the License Agreement.
Section 5.
Hardware and Software. (Contractor) shall purchase or acquire, as the case may be, the
Hardware and a license to use the Third Party Software/Technology for the County and transfer all title and any
warranty that it receives to the Hardware to the County. The Hardware and Third Party Software/Technology
shall meet the performance criteria outlined in the Software Source Code Escrow Agreement attached hereto.
The Hardware and Third Party Software/Technology will be delivered to (Contractor) for any configurations
required as a part of the Services and that the purchase of the Hardware and Third Party Software/Technology
shall be consistent with the timeline outlined in the attached timeline attached hereto, unless otherwise agreed to
in writing by the County.
Section 6.
Maintenance and Support. During the Warranty Period and thereafter during each annual
maintenance and support period for which the County has elected to subscribe, (Contractor) agrees to provide
the following maintenance and support services to the County:
(a)
Maintenance. Those services described in Appendix F – Section 1 – under Section 7.3 of the
Proposal within the time periods described in such Section; provided that services shall be
available during normal business days from 8:00 AM to 6:00 PM E.S.T. and other levels of
services shall be agreed to prior to the County’s acceptance of the Services.
(b)
Train the Trainers.
(c)
i.
Prior to the Licensed Software’s acceptance by the County, (Contractor) shall provide
training to certain County employees, as set forth in Appendix F – Section 1 – under
Section 6.1.2 of the Proposal.
ii.
After the County’s acceptance of the Licensed Software, (Contractor) shall train the
County staff in accordance with the provisions of this Section at the Standard Rates.
Error Corrections. During the Warranty Period and thereafter during each annual maintenance
and support period for which the County elects to subscribe, (Contractor) shall provide Error
Corrections to the County in accordance with this Section.
i.
(Contractor) shall designate a 1-800 phone number for the County to call to obtain Error
Correction services (the “Help Desk”).
ii.
Upon the County’s bringing to the Help Desk’s attention a suspected Malfunction, the
Help Desk shall use reasonable efforts to promptly investigate the cause of the suspected
Malfunction, according to the timelines set forth in Appendix F – Section 1 – under
Sections 6.3.5, 6.3.6, 6.3.7 and 6.3.8 of the Proposal. If there is a Malfunction, the Help
Desk shall use reasonable efforts either to correct the Malfunction or provide a means to
bypass the Malfunction.
iii.
If the suspected Malfunction is not a Malfunction, but due to some other cause including,
but not limited to, the County’s failure to follow instructions, the County’s ___
(interfaces) or the issues with the County’s network, (Contractor) reserves the right to
charge the County at the Standard Rates for the reasonable time expended to correct, but
not diagnose, the problem; provided, however, that the County shall not be liable for such
costs unless (Contractor) issued a written quote for such work under a fixed and a “not to
exceed” fee and such fee was approved in writing by the County. If any of the proposed
fees are not approved in writing by the County, then (Contractor) shall have no obligation
to correct the problem.
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(d)
Updates. (Contractor) shall provide Updates in accordance with this Section.
i.
Except for Custom Modifications, (Contractor) shall provide Updates as (Contractor), in
its sole discretion, determines are necessary in order to ensure that the Licensed Software
continues to perform consistent with the terms of this Agreement as a result of any
updates to the Third Party Software/Technology.
ii.
If (Contractor) and the County mutually determine that training for Updates is necessary,
then during the Warranty Period, (Contractor) shall provide such training to a reasonable
number of the County’s employees at no additional cost to the County; provided the
training is completed within ninety (90) days after the installation of the Updates.
(Contractor) shall provide any additional training at the Standard Rates for training;
provided, however, that the County shall not be liable for such costs unless (Contractor)
issued a written quote for such training under a fixed and a “not to exceed” fee and such
fixed and not to exceed fee was approved in writing by the County. If any of the
proposed fees are not approved in writing by the County, then (Contractor) shall have no
obligation to perform the additional training.
(e)
Enhancements. During the Warranty Period, (Contractor) shall provide those Enhancements
and training to the County that (Contractor) provides to other licensees of the Licensed Software
at no additional charge and it will be thereafter be included within the maintenance services
provided under Section 6(a) above during each annual maintenance and support period for which
the County has elected to subscribe. During the Warranty Period, (Contractor) shall provide
training for the Enhancements at no additional cost, but after the Warranty Period, (Contractor)
shall provide training at the Standard Rates; provided, however, that the County shall not be
liable for such costs unless (Contractor) issued a written quote for such work under a “not to
exceed” fee and such fee was approved in writing by the County.
(g)
Custom Modifications. (Contractor) shall use reasonable commercial efforts to modify the
Licensed Software with the Custom Modifications requested by the County, as outlined in the
Proposal and more fully outlined in the Requirements that are completed after the execution of
this Agreement. Upon acceptance of the Licensed Software, if the County requests consulting,
design, analysis, project management, programming or other services, then such services, shall
be performed by (Contractor) on a time and materials basis as set forth in the Standard Rates;
provided, however, that the County shall not be liable for such costs unless (Contractor) issued a
written quote for such work under fixed or a “not to exceed” fee and such fee was approved in
writing by the County. If any of the proposed fees are not approved in writing by the County,
then (Contractor) shall have no obligation to perform the Custom Modifications.
(h)
Changes/Error Corrections/Updates/Custom Modifications Subject to Agreement. All
changes, Error Corrections, Updates, Enhancements, and Custom Modifications provided to the
County shall be subject to the provisions of this Agreement.
(i)
Monitoring. (Contractor) shall provide the monitoring services referenced in Appendix F –
Section 1 – under Section 7.3 of the Proposal for the cost outlined in Appendix E, under Section
1.4 so long as the County elects and pays for such services. For periods beyond the initial one
year period, (Contractor) shall provide a quote to the County at least (3) months prior to the
expiration of the current monitoring period so that the County may evaluate whether it wishes to
elect and pay for such services.
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Section 7.
Payment. The County shall pay (Contractor) the license fee and implementation fee in the total
amount outlined in Appendix E, under Section 1.4 and the payment shall be in accordance with the provisions
of the Service Agreement between (Contractor) and the County, but for any travel expenses, such travel
expenses shall be consistent with the amounts outlined in Appendix E of the Proposal and shall only be paid by
the County if (Contractor) obtained the prior written consent and approval of the County Project Manager. The
payment for maintenance and monitoring fees shall be that amount under the “Annual Maintenance and
Monitoring Cost,” as outlined in Appendix E, under Section 1.4 of the Proposal. Any payment for services
beyond the scope of Section 2 and 6 shall be at the Standard Rates and will be in accordance with the provisions
of a purchase order that is issued by the County and accepted by (Contractor).
Section 8.
Third Party Software/Technology Licenses. The Licensed Software requires software and
data from entities not a party to this Agreement. As provided by the terms of the Agreement, the County will
have the right to license and use the Third Party Software. However, if the County determines that an
agreement is needed with any vendor of the Third Party Software/Technology, then the County agrees to use
good faith to execute an agreement for each such Third Party Software/Technology.
Section 9.
Assignment of Antitrust Claims. (Contractor) and the County recognize that in actual
economic practice, overcharges by (Contractor)’s suppliers resulting from violations of state or federal antitrust
laws are in fact born by the County As a part of the consideration for entering into this Agreement, and
intending to be legally bound, (Contractor), for itself, its successors and assigns, hereby irrevocably assigns to
the County, without recourse, all right, title and interest in and to any claims (Contractor) now has, or may
acquire, known and unknown, under state or federal antitrust laws to the extent that such claims relate to the
products and services which are the subject of this Agreement and agrees to execute such documents that are
reasonably requested by the County for purposes of filing any claim for recovery.
Section 10. Acceptance. The Licensed Software shall be deemed “accepted” on the earlier to occur of: (a)
the County’s project team validates and verifies the implementation of the Licensed Software in accordance
with the provisions of this Agreement and the results of this validation or any objections specified in reasonable
detail are delivered to (Contractor) not later than one hundred twenty (120) days after (Contractor) notifies the
County that it has completed the Implementation Phase and such validations contain no material objection to the
Services provided by (Contractor); or (b) the County uses the Licensed Software in live production, in whole or
in part, for at least one hundred and twenty (120) days time period. If (Contractor) does not receive detailed
notification of any objections within said one hundred twenty (120) day period referred to in either part (a) or
(b), then the Licensed Software shall be deemed accepted.
Section 11.
Key Personnel. Notwithstanding the provisions of Section 2 above, the parties recognize that
diversions of Key Personnel may occur either for reasons within the control of (Contractor) or for reasons
beyond the reasonable control of (Contractor). In either case, (Contractor) must replace diverted Key Personnel
in a timely manner reasonably acceptable to the County, subject to the following:
(a)
Diversion for Reasons within the control of (Contractor). Diversion of a Key Personnel for
reasons within the control of (Contractor) cannot be made without the prior written consent of
the County’s Project Manager, which will not be unreasonably withheld or delayed. Prior to any
diversion of any Key Personnel, (Contractor) shall notify the County’s Project Manager in
writing reasonably in advance and shall submit the justification for such diversion, as well as
resumes of proposed substitutes in sufficient detail to enable the County to evaluate the impact
on the installation project and provide the County’s Project Manager with an opportunity to
interview the proposed replacement. The County has the right to approve of the replacement
Key Personnel, such approval not to be unreasonably withheld or delayed. The replacement
shall be on site a minimum of fifteen (15) business days (8 hours/day) before the diverted Key
Personnel actually leaves. Said overlap period is intended to provide for the continuity of
(Contractor)’s installation work. (Contractor) further agrees that in no event shall the departure
of the Key Personnel impact the price due hereunder or result in a delay by (Contractor) in the
performance of its obligations hereunder.
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(b)
Section 12.
Diversion for Reasons beyond the control of (Contractor). For Key Personnel who resign,
become ill, or otherwise leave the installation project for reasons beyond the control of
(Contractor), (Contractor) shall notify the County Project Manager in writing as far in advance as
possible and shall submit a justification for such diversion, as well as resumes of proposed
substitutes, in sufficient detail to enable the County to evaluate the impact on the installation
project and provide the County’s Project Manager with an opportunity to telephonically
interview the proposed replacement. The County has the right to approve of the replacement for
the Key Personnel, such approval not to be unreasonably withheld or delayed. (Contractor) will
make diligent efforts to place a substitute Key Personnel on site as soon as possible.
(Contractor) further agrees that in no event shall the departure of the Key Personnel impact the
price due hereunder or result in a delay by (Contractor) in the performance of its obligations
hereunder.
Ownership.
(a)
Proprietary Rights. Except for the perpetual, irrevocable, non-exclusive license rights
expressly granted to the County pursuant to this Agreement, (Contractor) retains title to and
ownership of all rights including, but not limited to, all proprietary and intellectual property
rights in the Licensed Software, and the Materials, Custom Modifications, Enhancements and
Updates, including, but not limited to, all patent, copyright, and trade secret interests in and to
the Licensed Software and the Materials and all changes to and derivative works from any of the
foregoing, except for Configuration changes.
(b)
Changes. All changes made to the Materials shall be deemed to be Materials for the purposes
of this Section.
Section 13. Confidential Information. As used in this Agreement, "Confidential Information" shall mean (a)
as to the County, any and all technical and non-technical information about the County, including, but not limited
to information (a) supplied by any member, employee or agent of the County to (Contractor) or any employee,
agent, officer, director, shareholder, independent contractor or representative of the (Contractor) (collectively, the
"Representatives"), (b) obtained by (Contractor) including its Representatives, from any documents, meetings or
telephone conversations with the County’s employees or agents or from books or records of the County, including
any filings provided to (Contractor) (c) obtained by (Contractor) or any Representatives or in any other manner, or
(d) jointly or individually developed by the County and/or (Contractor) shall be protected and maintained by
(Contractor) including its Representatives, on a confidential basis and (b) as to (Contractor), any information
which relates to the Licensed Software, a trade secret, internal controls, computer or data processing programs,
electronic data processing applications, routines, subroutines, techniques or systems, or information concerning
the business or financial affairs and methods of operation, accounts, transactions or security procedures of
(Contractor). Neither party nor any of the Representatives shall use any of the Confidential Information for their
own purposes or benefits (other than as permitted by this Agreement). (Contractor) and the County and each of
the Representatives shall refrain from directly or indirectly disclosing Confidential Information to any person,
firm, consultant, or entity, or knowingly making any Confidential Information available to any others for any use
(other than as permitted by this Agreement). Failure to mark any of the Confidential Information as confidential
or proprietary shall not affect its status as Confidential Information. (Contractor) and the County and each of the
Representatives hereby agrees to abide by the other party’s determination that such information is Confidential
Information and that the same is of a special and unique nature and value, important and material, and that it
gravely affects the effective and successful conduct of the business of the other party. In furtherance, but not in
limitation of the foregoing provisions, (Contractor) and the County and each Representative shall:
(a)
Restrict disclosure of the Confidential Information only to those other persons as may be
absolutely necessary;
Software Procurement Agreement
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(b)
Advise all persons to whom Confidential Information is disclosed of the strict obligations of
confidentiality hereunder; and
(c)
Take such steps to protect the confidentiality of the Confidential Information as may be taken to
protect its own confidential materials, including (Contractor) obtaining the execution of the
Acknowledgement in a form acceptable to the County by such persons prior to the disclosure of
Confidential Information, but in no event shall either party use less than a reasonable degree of
care.
Confidential Information does not include information or other data which:
a) is or was in the possession of the other party prior to its being furnished by the disclosing
party, provided that such information or other data is not known to be subject to another
confidentiality agreement;
b) becomes generally available to the public other than as a result of a disclosure by
(Contractor) or the County, as the case may be;
c) becomes available to (Contractor) or the County on a non confidential basis from a
source other than the other party, provided that such source is not known to be bound by
a confidentiality agreement with or other obligation of secrecy;
d) is, or is disclosed by, or ascertainable from, any statute, rule, regulation, court opinion,
public or private ruling or opinion of any governmental agency or other regulatory body,
or any other source of law or legal requirement whatsoever;
e) is independently developed by employees or other agents or consultants of (Contractor)
or the County, as the case may be,
(Contractor) acknowledges and agrees that the information provided by (Contractor) in performing the Services is
considered public information, including the Proposal and the existence, but not the content of, all corresponding
Materials. Notwithstanding the foregoing, (Contractor) shall maintain the Services and products and information
in its possession in confidence and shall not disclose these materials without the prior written consent of the
County, which may be withheld in its sole and absolute discretion. (Contractor) may not disclose that the County
is a licensee and client of (Contractor), without the prior written consent of the County, except as required by law.
(Contractor) shall reimburse the County for all reasonable legal fees incurred by the County at (Contractor)’s
request in defending the non-disclosure of confidential records in response to a request under Ohio public records
law request for disclosure of Confidential Information or any other legal fees ordered to be paid by the County’s
for the County’s failure to provide said required information, without imposing a duty to defend any such requests
on the County and limiting the rights granted to the County under this Section 13.
Notwithstanding the provisions of the previous paragraphs, the Contractor understands and agrees that any
Confidential Information may become subject to a Public Records request, and may be releasable under the
principles of Ohio law. In the event Franklin County receives any such request for any Confidential Information,
it will promptly notify Contractor of the request to enable Contractor to take whatever action it deems appropriate
to seek protection from disclosure.
If the Contractor fails to take any action within ten (10) days of such notice, the County may make such disclosure
without any liability to the Contractor.
The provisions of this Section shall survive the termination or expiration of this Agreement.
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Section 14. Term. This Agreement shall commence on the date provided above and provided the Fees and
Maintenance Fees are paid, the rights granted hereunder to the County shall continue until termination under
Section 15 below.
Section 15. Termination. Notwithstanding any of the following provisions governing the termination of
this Agreement, any such termination shall be subject to the license rights granted to the County and the third
party users pursuant to Section 4, which shall survive the termination or expiration of this Agreement.
(a)
By Mutual Agreement. Both parties reserve the right to request a termination of the Agreement
by giving 180-days written notice to the other party and the termination must be mutually agreed.
(b)
Non-Appropriation of Funds. Although the term of this Agreement may span more than one
fiscal year, this Agreement is contingent upon the County budgeting and appropriating the funds
necessary for the continuation of this Agreement in the current year. In the event that the funds necessary
for the continuation of this Agreement are not approved for expenditure in any year, this Agreement shall
terminate on the last day of the fiscal year in which funding was approved, without penalty to Franklin
County. Franklin County will provide (Contractor) with written notification within 10 business days after
being notified that the funding of the Electronic Medical Record System (EMR) is no longer approved.
(c)
Cancellation for Failure to Retain Certification. Pursuant to the requirements as stated in the
Contract, all certifications and / or registrations must be maintained for the life of this Agreement.
Failures to renew and certification(s) or the de-certification by certifying entity, may result in the
immediate termination of this Agreement.
(d)
Cancellation for Financial Instability. Franklin County may cancel this Agreement by written
notice to the Contractor if a petition in bankruptcy or similar proceeding has been filed by or against the
Contract.
(e)
Breach by the County. (Contractor) may terminate this Agreement if (Contractor) gives notice
of any failure by the County (i) to comply with the provisions of Sections 4 (b) or 4 (c) of this
Agreement; (ii) to pay fees due under this Agreement and the County is given sixty (60) days to cure such
breach, but subject to the limitations outlined below; or (iii) a final and non-appealable court order is
issued by a court of proper venue under this Agreement and such order determines that the County has
breached the provisions of Section 13 of the Agreement; provided, however, that (Contractor) shall have
no right to terminate this Agreement if the County fails to pay any fees due under this Agreement due to a
good faith dispute regarding such unpaid fee(s).
(f)
Breach by (Contractor). If (Contractor) breaches any provisions of this Agreement, including
its failure to make progress so as to endanger the performance of this Agreement, then the County shall
give (Contractor) notice of such failure. (Contractor) shall cure such breach within ten (10) days of
receipt of such notice, provided, however, that if such breach cannot be cured within said ten (10) days,
then (Contractor) shall commence to cure such breach within ten (10) days of such notice and thereafter
diligently work to cure such breach, failing which the County may terminate this Agreement immediately
upon written notice to (Contractor).
If, after termination, it is determined that (Contractor) was not in default, or that the default was excusable, the
rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of
the County.
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Section 16. (Contractor)’s Warranties and Representations. (Contractor) hereby makes the following
warranties and representations to the County:
(a)
Authority. (Contractor) warrants and represents that it (i) is a duly incorporated, organized and
validly existing under the laws of, and in good standing with, the State of Ohio; (ii) has full
authority to grant the County the rights granted in this Agreement; (iii) has all requisite power
and authority to execute and deliver, and to perform all of its obligations under this Agreement.
(b)
Licensed Software. During the Warranty Period, (Contractor) warrants and represents that the
Licensed Software, when used in accordance with this Agreement, will function substantially in
accordance with the specification set forth in the RFP, the Documentation, the Proposal and the
specifications contained in any Change Order hereinafter executed by the parties. the County
agrees that (Contractor)’s sole liability and the County’s exclusive remedy for a breach of the
warranty in this subsection (b) or subsection (c) below is for (Contractor) to cause the Licensed
Software to function substantially in accordance with the Documentation, or if unable to cause
the Licensed Software to function substantially in accordance with the Documentation, then at
(Contractor)’s sole liability and the County’s exclusive remedy, the County shall return the
Materials to (Contractor) and the County shall have the right to pursue claims for damages
against (Contractor).
(c)
System Specifications. (Contractor) warrants and represents that the Licensed Software shall
possess the functionalities outlined in Appendix F – Section II Application Functional
Specifications.
(d)
No Material Adverse Change. There has been no material adverse change in the condition,
financial or otherwise, of (Contractor) since the dates of the financial statements described in
subsection (d) above.
(e)
Tax Liability. (Contractor) has filed all tax returns (federal, state and local) required to be filed
and has paid all taxes shown thereon to be due and all property taxes due, including interest and
penalties, if any.
(f)
Compliance with Laws. (Contractor) is in compliance in all material respects with all laws,
regulations and requirements applicable to its business and has obtained all authorizations,
consents, approvals, orders, licenses, exemptions from, and has accomplished all filings or
registrations or qualifications with, any court or governmental authority that are necessary for the
transaction of its business.
(g)
Litigation. There are no actions, suits, or proceedings pending or threatened against or affecting
(Contractor) or the Licensed Software before any court or Governmental Authority.
(h)
No Payment of Fees to Third Parties. (Contractor) has not and will not pay any remuneration
directly or indirectly to any third party in connection with this Agreement, including, but not
limited to a finder’s fee, cash solicitation fee, or for consulting, lobbying or otherwise.
Section 17.
Affirmative Covenants Of (Contractor).
(Contractor) shall:
Until the end of the maintenance period,
(a)
Continued Existence. Maintain its existence and continue to be a corporation duly incorporated
and organized and validly existing under the laws of, and duly qualified to do business in, the
State of Ohio.
(b)
Books and Records. Maintain full and complete books of account and other records reflecting
the results of its operations, and make available for inspection by the County, promptly after
request by the County therefore, such financial statements and other information pertaining to
(Contractor) and the assets and operations of (Contractor) as the County may from time to time
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(c)
reasonably request. The County and its duly authorized agents shall have the right to examine all
of the books and records of (Contractor) which may be redacted in part to comply with
confidentiality requirements at reasonable times and at reasonable intervals.
(d)
Annual Financial Statements. Make available for inspection by the County
i.
promptly and in any event within One Hundred Twenty (120) days after the end of each
Fiscal Year of (Contractor), a copy of the independently prepared, but not audited, financial
report(s) for (Contractor) containing a balance sheet as at the end of such Fiscal Year,
together with related statements of income and fund balance (or deficit) and cash flows for
such Fiscal Year, setting forth in comparative form the corresponding figures as at the end of
or for the previous Fiscal Year, all in reasonable detail and accompanied by an opinion of its
respective independent certified public accountants to the effect that such financial
statements were prepared in accordance with GAAP consistently applied, and present fairly
(Contractor)'s financial position at the close of such periods and the result of its operations
for such periods. Notwithstanding the foregoing, (Contractor) agrees to provide audited
financial reports to County, as outlined above, in the event they later engage a certified
public accountant to provide audited financial reports;
ii.
copies of all such regular or periodic financial statements or financial reports of (Contractor)
as (Contractor) shall send to its shareholders/owners;
iii.
copies of all such regular or periodic reports which are available for public inspection which
(Contractor) may be required to file with any Governmental Authority, including without
limitation, tax returns; and
iv.
promptly and in any event, within ninety (90) days after the end of each Fiscal Year of
(Contractor), a certification of an officer of (Contractor) listing the officers and members of
the board of trustees of (Contractor).
(e)
Delivery of Auditor’s Opinion. Provide without demand and within ten (10) days of the
issuance of (Contractor)’s annual financial statements, copies of the CPA’s opinion that is part of
the audited financial report set forth in Section 18(c) i, above and agrees to provide an audited
opinion under this section in the event they later engage a certified public accountant to provide
audited financial reports.
(f)
Notice of Litigation. Give notice to the County, within ten (10) days of (Contractor)'s learning
thereof, of any litigation involving a claim for damages in excess of One Hundred Thousand
Dollars ($100,000) affecting or relating to (Contractor) or the Licensed Software.
(g)
Notice of Certain Events. Promptly notify the County if:
(i)
(Contractor) learns of the occurrence of any event which constitutes, or, with the passage of
time, the giving of notice or otherwise, will constitute, an Event of Default or a default under
this Agreement or any of its other loan documents, together with a detailed statement by
(Contractor) Representative specifying the nature thereof and what action (Contractor) is
taking or proposes to take with respect thereto;
(ii)
(Contractor) receives any notice of default from, or the taking of any other action by, the
holder(s) of any promissory note, debenture or other evidence of indebtedness of
(Contractor), together with a detailed statement by (Contractor)’s President specifying the
notice given or other action taken by such holder(s) and the nature of the claimed default and
what action (Contractor) is taking or purposes to take with respect thereto;
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(iii) (Contractor) learns of the existence of any legal, judicial or regulatory proceedings affecting
(Contractor) or any of its properties or assets in which the amount involved is material and is
not covered by insurance or which, if adversely determined, would cause a material adverse
change in the business, prospects, profits, properties, assets or condition (financial or
otherwise) of (Contractor); or
(iv) there shall occur or exist any other event or condition causing a material adverse change in
the business, prospects, profits, properties, assets or condition (financial or otherwise) of
(Contractor).
(g)
Guaranteed Most Favorable Terms. All of the prices, terms, warranties and benefits granted
by (Contractor) herein are comparable to or better that those offered by (Contractor) to any of
county auditor system contracting under similar functionality requirements.
(h)
Performance of Services. (Contractor) will perform all Services within the United State of
America and will not allow any County data to be used by (Contractor) personnel or contractors
outside of the United States of America.
Section 18.
Negative Covenants of (Contractor). Until the end of the maintenance period, (Contractor)
shall not, unless the County otherwise consents in writing (such consent not to be unreasonably
withheld or delayed):
(a)
Nature of Business. Change its business from the business conducted as of the Date of the
Proposal, if such change would adversely impact its ability to provide services to the County in
accordance with this Agreement.
(b)
No Merger or Consolidation. Subject to the provisions of Section 30 of this Agreement,
consolidate with or merge into any other entity, or liquidate or discontinue operation with an
intention to liquidate, or sell, lease, transfer or otherwise dispose all or a substantial part of its
properties and assets in one or a series of transactions to any person or entity.
Section 19.
County Warranties.
(a)
Use of Licensed Software. The County warrants and represents to (Contractor) that the County
shall use the Licensed Software and the Documentation only in accordance with the instructions
contained therein and in accordance with this Agreement.
(b)
Remedies. In addition to such remedies as (Contractor) may have at law and in equity,
(Contractor) may enforce the provisions of this Section 19 by injunctive relief including, without
limitation, by obtaining specific performance.
Section 20.
(a)
Intellectual Property Indemnity. (Contractor), at its own expense, shall defend or at
(Contractor)’s sole discretion settle, any claim, suit, or other proceeding brought against the
County alleging that the Licensed Software infringes the patent, copyright, or trademark, or
misappropriates the trade secrets of another (an “Infringement Claim”).
Payment of Judgment. If the Licensed Software is held to infringe the patent, copyright, or
trademark, or misappropriate the trade secret of another, (Contractor) shall pay any judgment
against the County; and (Contractor), at its sole option, agrees to the following:
(i)
Procure for the County the right to continue to use the Licensed Software;
(ii)
Replace or modify the Licensed Software to make it non-infringing; or
(iii)
If none of the foregoing options are commercially reasonable, remove the Licensed
Software and refund to the County the monies paid to (Contractor) by the County
pursuant to this Agreement for the license of the Licensed Software, as more fully
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provided in the Proposal, pro-rated for the period of time during which the County used
the Licensed Software before being notified of the Infringement Claim and assuming a
useful life of four (4) years.
(b)
(c)
(d)
Conditions. Notwithstanding anything to the contrary in this Agreement, (Contractor) shall
have no obligations or liability pursuant to this Section, except upon the following conditions:
(i)
The County promptly notifies (Contractor) in writing when the County has knowledge of
any Infringement Claim; and
(ii)
The County agrees to reasonably cooperate in the litigation, settlement, and compromise
of Infringement Claims.
Other Remedies.
If the Licensed Software or part thereof is held or, in (Contractor)’s
judgment, is likely to be held, to constitute an infringement or misappropriation, (Contractor)
may, at its option and expense:
(i)
Obtain the right for the County to continue using the Licensed Software;
(ii)
Modify the Licensed Software so that it becomes non-infringing; or
(iii)
If none of the foregoing options are commercially reasonable, remove the Licensed
Software and refund to the County the monies paid to (Contractor) pursuant to this
Agreement pro-rated for the period of time during which the County used the Licensed
Software before being notified of the Infringement Claim and assuming a useful life of
four (4) years.
Release of Obligation. Notwithstanding anything to the contrary in this Agreement,
(Contractor) shall be released from its obligations or liabilities pursuant to this Section if (i) the
Licensed Software has been modified by parties other than (Contractor); (ii) the Third Party
Software/Technology has been modified by parties other than (Contractor) or (iii) a final and
non-appealable order is issued by a court of competent jurisdiction and such order determines
that the Infringement Claim is based upon a combined use of the Licensed Software with the
other software, whether such other software is recommended by (Contractor) or not, but in such
case, (Contractor) shall only be released to the extent that such order allocates the liability for the
Infringement Claim to a party other than (Contractor).
Section 21.
(Contractor) Commitments. Any written commitment of (Contractor)’s Project Manager after
the execution of this Agreement that is within the scope of this Agreement shall not be binding upon
(Contractor) unless incorporated into this Agreement by a Change Order signed by an officer of (Contractor).
Failure of (Contractor) to fulfill any such commitment shall, at the County’s election, be a default hereunder.
For the purposes of this provision, a Change Order may include, but is not limited to:
a) Any representation made by (Contractor) as to software performance, total systems performance,
service, personnel qualification or delivery or installation dates;
b) Any representation made by (Contractor) concerning the characteristics of items described in any
literature, descriptions, drawings or specifications;
c) Any modifications, affirmation or representation as to the above which are made in writing by
(Contractor); and
d) Any representation by (Contractor) as to training to be provided and services to be performed and
accepted by the County as a condition to this License Agreement.
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Section 22. Force Majeure. Notwithstanding any other provisions of this Agreement, if (Contractor)’s
performance of this Agreement is delayed or rendered impractical due to circumstances not within the
reasonable control of the County or (Contractor), including but not limited to natural disaster, fire, epidemic,
complete or partial destruction of facilities, riot, civil insurrection, act of terrorism or entities providing goods or
services necessary to perform this Agreement are unable to provide such goods or services, or similar causes,
(Contractor) shall not be in default hereunder or have any liability on account of such delay or failure; provided,
however, that (Contractor) will use all reasonable efforts to promptly notify the County of such delay or failure
and use all commercially reasonable efforts to locate alternative goods or services. The provisions of this
Section will prevail in the event of any conflict with any other provision of this Agreement.
Section 23. Indemnification of the County. (Contractor) shall indemnify and hold the County harmless
against all liability, loss, cost, or expense (including attorneys' fees), which the County may sustain or incur by
reason of the breach of the terms and provisions of this Agreement or any agreements, representations, or
warranties set forth herein by (Contractor) based upon a violation of any statute, ordinance, or regulation, and the
defense of any such claims or actions.
Section 24.
Relationship of Parties. In performing services under this Agreement, the relationship between
the County and (Contractor) is that of an independent contractor. (Contractor) shall exercise independent
judgment in performing duties under this Agreement and is solely responsible for setting working hours,
scheduling or prioritizing the workflow and determining how the Services are to be performed. No term or
provision of this Agreement shall be construed as making (Contractor) the agent, servant or employee of the
County, or making (Contractor) or any of its employees eligible for the fringe benefits, such as retirement,
insurance and worker's compensation, which the County provides to its employees.
Section 25.
Insurance to be Secured by (Contractor). (Contractor) agrees to maintain such professional
liability insurance and comprehensive general commercial liability insurance, including coverage to protect against
any errors or omissions of (Contractor) and workers’ compensation, if required by applicable law, pursuant to the
insurance requirements set forth in the Service Agreement.
Section 26.
Employee Solicitation. During the term of this Agreement and for one (1) year thereafter,
neither party shall solicit for employment, whether as employee or independent contractor, any person who is or
was employed by the other party during the term of this Agreement, unless the non-soliciting party gives its
prior written consent.
Section 27.
Governing Law/Venue. This Agreement shall be governed by the laws of the State of Ohio
(regardless of the laws that might be applicable under principles of conflicts of law) as to all matters, including but
not limited to matters of validity, construction, effect and performance. All actions regarding this Agreement shall
be forumed and venued in a court of competent subject matter jurisdiction in Franklin County, Ohio and the parties
hereby consent to the jurisdiction of such courts.
Section 28.
Entire Agreement/Amendment/Waiver. This Agreement and its exhibits and schedules and any
documents referred to herein or annexed hereto constitute the complete understanding of the parties. This
Agreement shall not be changed, modified, terminated or amended except by a writing signed by a duly authorized
officer of each party to this Agreement. Any waiver must be in writing. Any waiver shall constitute a waiver of
such right or remedy only and not of any other right or remedy of the waiving party. For purposes of any
amendments or waivers, such amendment and waivers shall only be binding against the County if signed by the
Board of County Commissioners.
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Section 29.
Notices. All notices and other communications which may or are required to be given hereunder
shall be in writing and shall be deemed duly given if personally delivered, or sent by overnight express courier, or
sent by United States mail, registered or certified, return receipt requested, postage prepaid, to the address set forth
hereunder or to such other address as the other party hereto may designate in written notice transmitted in
accordance with this provision. If either overnight express courier or United States mail delivery is not available or
delivery is uncertain, then notices may be given by telecopier or by e-mail. Notice shall be sent to the following
addresses:
To (Contractor):
(Contractor Name Here)
Contact Person, Title
Address
T:
F:
Email:
With a copy to:
(Contractor Name Here)
Attention: Project Manager
Address
T:
F:
If to the County:
Franklin County Purchasing Department
Attention: Purchasing Director
373 S. High Street, 25th Floor
Columbus, OH 43215
Phone: (614) 525-7266
Fax: (614) 525-3144
With a copy to
Franklin County Public Health
Attention: Health Commissioner
280 E. Broad Street
Columbus, Ohio 43215
T: (614)
F: (614)
First Assistant
Prosecuting Attorney’s Office
373 S. High Street, 13th Floor
Columbus, OH 43215
Phone: (614) 525-3269
Fax: (614) 525-6012
Time of the Essence. The time limits and time lines set forth herein are of the essence of this License
Agreement. (Contractor) has reviewed and approved all such time limits and time lines and confirms that all
such limits are reasonable periods of time for its performance hereunder.
Section 31.
Dispute Resolution. All disputes shall initially be referred jointly to (Contractor) Project Manager
and the County Project Manager. If these managers are unable to resolve the dispute with two (2) business days
after the matter was jointly referred to them, the managers shall submit the dispute to
,
(Contractor)’s Account Executive, and
, (Contractor)’s Project Manager for Franklin County at
(Contractor) who shall use their best efforts to resolve the matter. If any dispute involves the failure of the County
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to make two (2) consecutive milestone payments and such dispute cannot be resolved within thirty (30) days, then,
in addition to its other rights and remedies, (Contractor) shall not be obligated to continue to provide Services
under this Agreement until such dispute is resolved; provided however, if (Contractor) stops providing Services
pursuant to this provision, then the Warranty Period shall be extended by the same number of days.
Section 32.
Other Contractors/Consultants. The County may undertake or award other contracts for
additional or related work or oversight project management, independent validation and verification (IV&V)
and quality assurance services, and (Contractor) shall fully cooperate and coordinate with other contractors or
consultants of the County as well as the County’s project team. (Contractor) shall not commit or permit any act
that will interfere with the performance of work required by another other County contractor or consultant or
the County’s staff. The County shall equitably enforce these provisions to prevent the imposition of
unreasonable burdens on any contractor or consultant.
Section 33. Records Retention and the County Audit Rights. (Contractor) agrees to maintain its books,
records, documents and other evidence pertaining to the costs and expense of this Agreement for a period of
four (4) years from the date of final payment under this agreement. Upon prior written request of the County,
(Contractor) agrees to make available at its offices during all reasonable times throughout the term of this
Agreement and the period set forth herein for inspection, auditing or reproduction by any authorized
representative of the County.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first
set forth above.
Franklin County Public Health:
Contractor:
By:
By:
Susan Tilgner, MS, RD, LD, RS
Health Commissioner
APPROVED AS TO FORM:
Ron O’Brien
Prosecuting Attorney
Franklin County, Ohio
By:
Assistant Prosecuting Attorney
Date: __________________________
List of Attachments:
Exhibit:
Title:
A
County’s RFP
B
(Contractor) Modifications to Proposal
C
Deleted
D
Standard Rates
E
Performance Criteria
Schedule 2 Additional Services
Section Reference
Background A
Background B
Section 2
********************
Appendix I
Software Source Code Escrow Agreement
REFERENCES:
 FRANKLIN COUNTY BOARD OF COMMISSIONERS (REFERRED TO AS THE “COUNTY”)
 CONTRACTOR (REFERRED TO AS THE “CONTRACTOR”)
 ESCROW AGENT (REFERRED TO AS THE “ESCROW AGENT”)
 COMPUTER PROGRAM (REFERRED TO AS THE “SOFTWARE)
 DOCUMENTATION, COMMENTARY, EXPLANATIONS FOR SOURCE CODE (REFERRED TO
AS THE “COMMENTARY”)
 THE APPROVED CONTRACT BETWEEN THE FRANKLIN COUNTY BOARD OF
COMMISSIONERS (REFERRED TO AS THE “CONTRACT”)
Software Source Code Escrow Agreement MUST be signed and submitted with the vendor’s bid response.
Franklin County will not accept alternative Software Source Code Escrow language.
Background:
The Contractor has granted the County the use of certain computer software pursuant to the terms and
conditions of the bid; and the uninterrupted availability of all forms of such computer software is critical to
the County and the conduct of its business; and the Contractor has agreed to deposit in escrow a copy of the
source code form of the Software included in any Software System covered by the terms and conditions of
bid, as well as any corrections and enhancements to such Source Code, to be held by Escrow Agent in
accordance with the terms and conditions of this Escrow Agreement.
1. DEPOSIT
The Contractor has currently deposited with Escrow Agent a copy of the source code from the Software,
including all relevant commentary, explanations, and other documentation of the Source Code. The
Contractor also agrees to deposit with Escrow Agent, at such times as they are made, but not less than two (2)
times per year of the contract, a copy of all revisions to the Source Code or Commentary encompassing all
corrections or enhancements made to the Software by Contractor pursuant to the Contract between the parties.
Promptly after any such revision is deposited with Escrow Agent, both Contractor and Escrow Agent shall
give written notice thereof to the County.
2. TERM
The Escrow Agreement shall remain in effect during the term of the Contract and any maintenance contract
between the Contractor and the County. Termination hereof is automatic upon delivery of the deposited
Source Code and Commentary to the County in accordance with the provisions hereof.
a. DEFAULT
A default by Contractor shall be deemed to have occurred under this Escrow Agreement upon the
occurrence of any of the following:
1) If Contractor has availed itself of, or been subjected to by any third party, a proceeding in bankruptcy
in which the Contractor is named debtor, an assignment by Contractor for the benefit of its creditors,
the appointment of a receiver for Contractor, or any other proceeding involving insolvency or the
protection of, or from creditors, and same has not been discharged or terminated without any prejudice
to County’s rights or interests under the Contract Agreement within thirty (30) days; or
2) If Contractor has ceased its ongoing business operations, or sale, licensing, maintenance, or other
support of the Software; or
3) If Contractor fails to pay the any fees due to Escrow Agent hereunder; or
4) If Contractor fails to or is unable to maintain the Software as required by the Contract; or
5) The Contractor agrees to provide in writing at least a two (2) month notification of its intent to
1
discontinue the marketing, manufacturing, or support of the Software; or
6) The sale of all or a substantial portion of Contractor’s business to a third party who is in the business
of selling any of the same or similar products as a Competitor; or if the Contractor enters into a
cooperative arrangement with a Competitor which is the functional equivalent of such an acquisition or
merger or consolidation; or
7) If any other event or circumstances occurs which demonstrates with reasonable certainty the inability
or unwillingness of Contractor to fulfill its obligations to County under the Contract Agreement, this
Escrow Agreement, or any Software maintenance agreement between the parties, including, without
limitations, the correction of defects in the Software; or
8) If terminated per Section 8 Contract Cancellation; Termination; Remedies of the Terms and
Conditions of the contract.
b. NOTICE OF DEFAULT
The County shall give written notice to Escrow Agent and Contractor of the occurrences of a default
hereunder, except that Escrow Agent shall give notice of the default to County and Contractor if same is
based on the failure of Contractor to pay Escrow Agent’s fee. Unless within seven (7) days thereafter
Contractor files with the Escrow Agent its affidavit executed by a responsible officer stating, the Escrow
Agent shall upon the eight (8th) days deliver to County in accordance with respect to the Software then
being held by Escrow Agent.
3. GRANT OF LICENSE
In the event of a default, the Contractor grants the County a nonexclusive, nontransferable, royalty-free
license within the United States to use, reproduce, modify, maintain, or have maintained the Source Code for
the sole purpose of maintaining the Software, provided, however, that during the term of the Contract and
thereafter, if an event of default does occur, County shall not be entitled to such license.
4. TECHNICAL ASSISTANCE
Contractor shall provide the County with such technical support and assistance at the rates set forth in the
Pricing Response Form as County may require in connection with the support of the Software.
5. COMPENSATION
As compensation for the services to be performed by the Escrow Agent hereunder, the Contractor shall pay all
fees related to Escrow Agent, payable within ten (10) days of award of the contract. The Contactor will pay
all subsequent fees to Escrow Agent during the term of the Contract.
6. LIABILITY
The Escrow Agent shall not, by reason of its execution of the contract, assume any responsibility or liability
for any transaction between the Contractor and the County, other than the performance of its obligation, as
the Escrow Agent, with respect to the Source Code and Commentary held by it in accordance with the
Contract.
7. TESTS
Upon written notice to the Contractor and the Escrow Agent both shall have the right to conduct tests of the
Source Code held in escrow. Under the supervision of the Contractor, to confirm that it is the current Source
Code for the Software on the Contract.
8. CONFIDENTIALITY
Except as provided in the Contract, Escrow Agent agrees that it shall not divulge or disclose or otherwise
make available to any third party whatsoever, or make any express prior written consent of Contractor.
9. NO TERMINATION UPON BANKRUPTCY
The parties acknowledge that Section I, Paragraph E, SOFTWARE SOURCE CODE ESCROW, is a
supplementary to, the Contract. In any bankruptcy action by the Contractor, failure by the County to assert its
2
rights to retain its benefits to the intellectual property encompassed by the Software, under an executory
contract rejected to the trustee in bankruptcy, shall not be construed by the courts as a termination of the
Contract by the County.
10. NOTICES
All notices or other communications required or contemplated herein shall be in writing sent by certified mail,
return receipt requested, addressed to the other party at the same address indicated below or as same may be
changed from time to time by notice similarly given:
If to the Contractor:
If to the County:
If to the Escrow Agent:
11. ASSIGNMENT
Neither this Escrow Agreement, nor any rights, liabilities, nor obligations hereunder, may be assigned by the
Escrow Agent without the prior written consent of the County and/or the Contractor.
County Information:
Contractor Information:
Susan Tilgner, MS, RD, LD, RS
Health Commissioner
Contractor
Address
Authorized Representative
Phone Number
Escrow Agent Information:
Escrow Agent
Address
Authorized Representative
Phone Number
3
W-9
Request for Taxpayer
Identification Number and Certification
Form
(Rev. January 2011)
Department of the Treasury
Internal Revenue Service
Give Form to the
requester. Do not
send to the IRS.
Print or type
See Specific Instructions on page 2.
Name (as shown on your income tax return)
Business name/disregarded entity name, if different from above
Check appropriate box for federal tax
classification (required):
Individual/sole proprietor
C Corporation
S Corporation
Partnership
Trust/estate
Exempt payee
Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ▶
Other (see instructions) ▶
Address (number, street, and apt. or suite no.)
Requester’s name and address (optional)
City, state, and ZIP code
List account number(s) here (optional)
Part I
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line
to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a
resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN on page 3.
Social security number
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose
number to enter.
Employer identification number
Part II
–
–
–
Certification
Under penalties of perjury, I certify that:
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), and
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, and
3. I am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage
interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and
generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the
instructions on page 4.
Sign
Here
Signature of
U.S. person ▶
Date ▶
General Instructions
Section references are to the Internal Revenue Code unless otherwise
noted.
Purpose of Form
A person who is required to file an information return with the IRS must
obtain your correct taxpayer identification number (TIN) to report, for
example, income paid to you, real estate transactions, mortgage interest
you paid, acquisition or abandonment of secured property, cancellation
of debt, or contributions you made to an IRA.
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN to the person requesting it (the
requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are waiting for a
number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt
payee. If applicable, you are also certifying that as a U.S. person, your
allocable share of any partnership income from a U.S. trade or business
is not subject to the withholding tax on foreign partners’ share of
effectively connected income.
Note. If a requester gives you a form other than Form W-9 to request
your TIN, you must use the requester’s form if it is substantially similar
to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
• An individual who is a U.S. citizen or U.S. resident alien,
• A partnership, corporation, company, or association created or
organized in the United States or under the laws of the United States,
• An estate (other than a foreign estate), or
• A domestic trust (as defined in Regulations section 301.7701-7).
Special rules for partnerships. Partnerships that conduct a trade or
business in the United States are generally required to pay a withholding
tax on any foreign partners’ share of income from such business.
Further, in certain cases where a Form W-9 has not been received, a
partnership is required to presume that a partner is a foreign person,
and pay the withholding tax. Therefore, if you are a U.S. person that is a
partner in a partnership conducting a trade or business in the United
States, provide Form W-9 to the partnership to establish your U.S.
status and avoid withholding on your share of partnership income.
Cat. No. 10231X
Form W-9 (Rev. 1-2011)
Page 2
Form W-9 (Rev. 1-2011)
The person who gives Form W-9 to the partnership for purposes of
establishing its U.S. status and avoiding withholding on its allocable
share of net income from the partnership conducting a trade or business
in the United States is in the following cases:
• The U.S. owner of a disregarded entity and not the entity,
• The U.S. grantor or other owner of a grantor trust and not the trust,
and
• The U.S. trust (other than a grantor trust) and not the beneficiaries of
the trust.
Foreign person. If you are a foreign person, do not use Form W-9.
Instead, use the appropriate Form W-8 (see Publication 515,
Withholding of Tax on Nonresident Aliens and Foreign Entities).
Nonresident alien who becomes a resident alien. Generally, only a
nonresident alien individual may use the terms of a tax treaty to reduce
or eliminate U.S. tax on certain types of income. However, most tax
treaties contain a provision known as a “saving clause.” Exceptions
specified in the saving clause may permit an exemption from tax to
continue for certain types of income even after the payee has otherwise
become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception
contained in the saving clause of a tax treaty to claim an exemption
from U.S. tax on certain types of income, you must attach a statement
to Form W-9 that specifies the following five items:
1. The treaty country. Generally, this must be the same treaty under
which you claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the
saving clause and its exceptions.
4. The type and amount of income that qualifies for the exemption
from tax.
5. Sufficient facts to justify the exemption from tax under the terms of
the treaty article.
Example. Article 20 of the U.S.-China income tax treaty allows an
exemption from tax for scholarship income received by a Chinese
student temporarily present in the United States. Under U.S. law, this
student will become a resident alien for tax purposes if his or her stay in
the United States exceeds 5 calendar years. However, paragraph 2 of
the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows
the provisions of Article 20 to continue to apply even after the Chinese
student becomes a resident alien of the United States. A Chinese
student who qualifies for this exception (under paragraph 2 of the first
protocol) and is relying on this exception to claim an exemption from tax
on his or her scholarship or fellowship income would attach to Form
W-9 a statement that includes the information described above to
support that exemption.
If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the requester the appropriate completed Form W-8.
What is backup withholding? Persons making certain payments to you
must under certain conditions withhold and pay to the IRS a percentage
of such payments. This is called “backup withholding.” Payments that
may be subject to backup withholding include interest, tax-exempt
interest, dividends, broker and barter exchange transactions, rents,
royalties, nonemployee pay, and certain payments from fishing boat
operators. Real estate transactions are not subject to backup
withholding.
You will not be subject to backup withholding on payments you
receive if you give the requester your correct TIN, make the proper
certifications, and report all your taxable interest and dividends on your
tax return.
Payments you receive will be subject to backup
withholding if:
1. You do not furnish your TIN to the requester,
2. You do not certify your TIN when required (see the Part II
instructions on page 3 for details),
3. The IRS tells the requester that you furnished an incorrect TIN,
4. The IRS tells you that you are subject to backup withholding
because you did not report all your interest and dividends on your tax
return (for reportable interest and dividends only), or
5. You do not certify to the requester that you are not subject to
backup withholding under 4 above (for reportable interest and dividend
accounts opened after 1983 only).
Certain payees and payments are exempt from backup withholding.
See the instructions below and the separate Instructions for the
Requester of Form W-9.
Also see Special rules for partnerships on page 1.
Updating Your Information
You must provide updated information to any person to whom you
claimed to be an exempt payee if you are no longer an exempt payee
and anticipate receiving reportable payments in the future from this
person. For example, you may need to provide updated information if
you are a C corporation that elects to be an S corporation, or if you no
longer are tax exempt. In addition, you must furnish a new Form W-9 if
the name or TIN changes for the account, for example, if the grantor of a
grantor trust dies.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such failure
unless your failure is due to reasonable cause and not to willful neglect.
Civil penalty for false information with respect to withholding. If you
make a false statement with no reasonable basis that results in no
backup withholding, you are subject to a $500 penalty.
Criminal penalty for falsifying information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of
federal law, the requester may be subject to civil and criminal penalties.
Specific Instructions
Name
If you are an individual, you must generally enter the name shown on
your income tax return. However, if you have changed your last name,
for instance, due to marriage without informing the Social Security
Administration of the name change, enter your first name, the last name
shown on your social security card, and your new last name.
If the account is in joint names, list first, and then circle, the name of
the person or entity whose number you entered in Part I of the form.
Sole proprietor. Enter your individual name as shown on your income
tax return on the “Name” line. You may enter your business, trade, or
“doing business as (DBA)” name on the “Business name/disregarded
entity name” line.
Partnership, C Corporation, or S Corporation. Enter the entity's name
on the “Name” line and any business, trade, or “doing business as
(DBA) name” on the “Business name/disregarded entity name” line.
Disregarded entity. Enter the owner's name on the “Name” line. The
name of the entity entered on the “Name” line should never be a
disregarded entity. The name on the “Name” line must be the name
shown on the income tax return on which the income will be reported.
For example, if a foreign LLC that is treated as a disregarded entity for
U.S. federal tax purposes has a domestic owner, the domestic owner's
name is required to be provided on the “Name” line. If the direct owner
of the entity is also a disregarded entity, enter the first owner that is not
disregarded for federal tax purposes. Enter the disregarded entity's
name on the “Business name/disregarded entity name” line. If the owner
of the disregarded entity is a foreign person, you must complete an
appropriate Form W-8.
Note. Check the appropriate box for the federal tax classification of the
person whose name is entered on the “Name” line (Individual/sole
proprietor, Partnership, C Corporation, S Corporation, Trust/estate).
Limited Liability Company (LLC). If the person identified on the
“Name” line is an LLC, check the “Limited liability company” box only
and enter the appropriate code for the tax classification in the space
provided. If you are an LLC that is treated as a partnership for federal
tax purposes, enter “P” for partnership. If you are an LLC that has filed a
Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for
C corporation or “S” for S corporation. If you are an LLC that is
disregarded as an entity separate from its owner under Regulation
section 301.7701-3 (except for employment and excise tax), do not
check the LLC box unless the owner of the LLC (required to be
identified on the “Name” line) is another LLC that is not disregarded for
federal tax purposes. If the LLC is disregarded as an entity separate
from its owner, enter the appropriate tax classification of the owner
identified on the “Name” line.
Page 3
Form W-9 (Rev. 1-2011)
Other entities. Enter your business name as shown on required federal
tax documents on the “Name” line. This name should match the name
shown on the charter or other legal document creating the entity. You
may enter any business, trade, or DBA name on the “Business name/
disregarded entity name” line.
Exempt Payee
If you are exempt from backup withholding, enter your name as
described above and check the appropriate box for your status, then
check the “Exempt payee” box in the line following the “Business name/
disregarded entity name,” sign and date the form.
Generally, individuals (including sole proprietors) are not exempt from
backup withholding. Corporations are exempt from backup withholding
for certain payments, such as interest and dividends.
Note. If you are exempt from backup withholding, you should still
complete this form to avoid possible erroneous backup withholding.
The following payees are exempt from backup withholding:
1. An organization exempt from tax under section 501(a), any IRA, or a
custodial account under section 403(b)(7) if the account satisfies the
requirements of section 401(f)(2),
2. The United States or any of its agencies or instrumentalities,
3. A state, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities,
4. A foreign government or any of its political subdivisions, agencies,
or instrumentalities, or
5. An international organization or any of its agencies or
instrumentalities.
Other payees that may be exempt from backup withholding include:
6. A corporation,
7. A foreign central bank of issue,
8. A dealer in securities or commodities required to register in the
United States, the District of Columbia, or a possession of the United
States,
9. A futures commission merchant registered with the Commodity
Futures Trading Commission,
10. A real estate investment trust,
11. An entity registered at all times during the tax year under the
Investment Company Act of 1940,
12. A common trust fund operated by a bank under section 584(a),
13. A financial institution,
14. A middleman known in the investment community as a nominee or
custodian, or
15. A trust exempt from tax under section 664 or described in section
4947.
The following chart shows types of payments that may be exempt
from backup withholding. The chart applies to the exempt payees listed
above, 1 through 15.
IF the payment is for . . .
THEN the payment is exempt
for . . .
Interest and dividend payments
All exempt payees except
for 9
Broker transactions
Exempt payees 1 through 5 and 7
through 13. Also, C corporations.
Barter exchange transactions and
patronage dividends
Exempt payees 1 through 5
Payments over $600 required to be Generally, exempt payees
reported and direct sales over
1 through 7 2
1
$5,000
1
2
See Form 1099-MISC, Miscellaneous Income, and its instructions.
However, the following payments made to a corporation and reportable on Form
1099-MISC are not exempt from backup withholding: medical and health care
payments, attorneys' fees, gross proceeds paid to an attorney, and payments for
services paid by a federal executive agency.
Part I. Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. If you are a resident alien and
you do not have and are not eligible to get an SSN, your TIN is your IRS
individual taxpayer identification number (ITIN). Enter it in the social
security number box. If you do not have an ITIN, see How to get a TIN
below.
If you are a sole proprietor and you have an EIN, you may enter either
your SSN or EIN. However, the IRS prefers that you use your SSN.
If you are a single-member LLC that is disregarded as an entity
separate from its owner (see Limited Liability Company (LLC) on page 2),
enter the owner’s SSN (or EIN, if the owner has one). Do not enter the
disregarded entity’s EIN. If the LLC is classified as a corporation or
partnership, enter the entity’s EIN.
Note. See the chart on page 4 for further clarification of name and TIN
combinations.
How to get a TIN. If you do not have a TIN, apply for one immediately.
To apply for an SSN, get Form SS-5, Application for a Social Security
Card, from your local Social Security Administration office or get this
form online at www.ssa.gov. You may also get this form by calling
1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer
Identification Number, to apply for an ITIN, or Form SS-4, Application for
Employer Identification Number, to apply for an EIN. You can apply for
an EIN online by accessing the IRS website at www.irs.gov/businesses
and clicking on Employer Identification Number (EIN) under Starting a
Business. You can get Forms W-7 and SS-4 from the IRS by visiting
IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).
If you are asked to complete Form W-9 but do not have a TIN, write
“Applied For” in the space for the TIN, sign and date the form, and give
it to the requester. For interest and dividend payments, and certain
payments made with respect to readily tradable instruments, generally
you will have 60 days to get a TIN and give it to the requester before you
are subject to backup withholding on payments. The 60-day rule does
not apply to other types of payments. You will be subject to backup
withholding on all such payments until you provide your TIN to the
requester.
Note. Entering “Applied For” means that you have already applied for a
TIN or that you intend to apply for one soon.
Caution: A disregarded domestic entity that has a foreign owner must
use the appropriate Form W-8.
Part II. Certification
To establish to the withholding agent that you are a U.S. person, or
resident alien, sign Form W-9. You may be requested to sign by the
withholding agent even if item 1, below, and items 4 and 5 on page 4
indicate otherwise.
For a joint account, only the person whose TIN is shown in Part I
should sign (when required). In the case of a disregarded entity, the
person identified on the “Name” line must sign. Exempt payees, see
Exempt Payee on page 3.
Signature requirements. Complete the certification as indicated in
items 1 through 3, below, and items 4 and 5 on page 4.
1. Interest, dividend, and barter exchange accounts opened
before 1984 and broker accounts considered active during 1983.
You must give your correct TIN, but you do not have to sign the
certification.
2. Interest, dividend, broker, and barter exchange accounts
opened after 1983 and broker accounts considered inactive during
1983. You must sign the certification or backup withholding will apply. If
you are subject to backup withholding and you are merely providing
your correct TIN to the requester, you must cross out item 2 in the
certification before signing the form.
3. Real estate transactions. You must sign the certification. You may
cross out item 2 of the certification.
Page 4
Form W-9 (Rev. 1-2011)
4. Other payments. You must give your correct TIN, but you do not
have to sign the certification unless you have been notified that you
have previously given an incorrect TIN. “Other payments” include
payments made in the course of the requester’s trade or business for
rents, royalties, goods (other than bills for merchandise), medical and
health care services (including payments to corporations), payments to
a nonemployee for services, payments to certain fishing boat crew
members and fishermen, and gross proceeds paid to attorneys
(including payments to corporations).
5. Mortgage interest paid by you, acquisition or abandonment of
secured property, cancellation of debt, qualified tuition program
payments (under section 529), IRA, Coverdell ESA, Archer MSA or
HSA contributions or distributions, and pension distributions. You
must give your correct TIN, but you do not have to sign the certification.
What Name and Number To Give the Requester
For this type of account:
Give name and SSN of:
1. Individual
2. Two or more individuals (joint
account)
The individual
The actual owner of the account or,
if combined funds, the first
1
individual on the account
3. Custodian account of a minor
(Uniform Gift to Minors Act)
The minor
4. a. The usual revocable savings
trust (grantor is also trustee)
b. So-called trust account that is
not a legal or valid trust under
state law
5. Sole proprietorship or disregarded
entity owned by an individual
6. Grantor trust filing under Optional
Form 1099 Filing Method 1 (see
Regulation section 1.671-4(b)(2)(i)(A))
For this type of account:
The grantor-trustee
7. Disregarded entity not owned by an
individual
8. A valid trust, estate, or pension trust
The owner
2
The actual owner
The owner
The grantor*
Give name and EIN of:
Legal entity
4
The corporation
13. Account with the Department of
Agriculture in the name of a public
entity (such as a state or local
government, school district, or
prison) that receives agricultural
program payments
14. Grantor trust filing under the Form
1041 Filing Method or the Optional
Form 1099 Filing Method 2 (see
Regulation section 1.671-4(b)(2)(i)(B))
The public entity
2
3
1
3
9. Corporation or LLC electing
corporate status on Form 8832 or
Form 2553
10. Association, club, religious,
charitable, educational, or other
tax-exempt organization
11. Partnership or multi-member LLC
12. A broker or registered nominee
1
1
The organization
The partnership
The broker or nominee
Note. If no name is circled when more than one name is listed, the
number will be considered to be that of the first name listed.
Secure Your Tax Records from Identity Theft
Identity theft occurs when someone uses your personal information
such as your name, social security number (SSN), or other identifying
information, without your permission, to commit fraud or other crimes.
An identity thief may use your SSN to get a job or may file a tax return
using your SSN to receive a refund.
To reduce your risk:
• Protect your SSN,
• Ensure your employer is protecting your SSN, and
• Be careful when choosing a tax preparer.
If your tax records are affected by identity theft and you receive a
notice from the IRS, respond right away to the name and phone number
printed on the IRS notice or letter.
If your tax records are not currently affected by identity theft but you
think you are at risk due to a lost or stolen purse or wallet, questionable
credit card activity or credit report, contact the IRS Identity Theft Hotline
at 1-800-908-4490 or submit Form 14039.
For more information, see Publication 4535, Identity Theft Prevention
and Victim Assistance.
Victims of identity theft who are experiencing economic harm or a
system problem, or are seeking help in resolving tax problems that have
not been resolved through normal channels, may be eligible for
Taxpayer Advocate Service (TAS) assistance. You can reach TAS by
calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD
1-800-829-4059.
Protect yourself from suspicious emails or phishing schemes.
Phishing is the creation and use of email and websites designed to
mimic legitimate business emails and websites. The most common act
is sending an email to a user falsely claiming to be an established
legitimate enterprise in an attempt to scam the user into surrendering
private information that will be used for identity theft.
The IRS does not initiate contacts with taxpayers via emails. Also, the
IRS does not request personal detailed information through email or ask
taxpayers for the PIN numbers, passwords, or similar secret access
information for their credit card, bank, or other financial accounts.
If you receive an unsolicited email claiming to be from the IRS,
forward this message to [email protected] You may also report misuse
of the IRS name, logo, or other IRS property to the Treasury Inspector
General for Tax Administration at 1-800-366-4484. You can forward
suspicious emails to the Federal Trade Commission at: [email protected]
or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT
(1-877-438-4338).
Visit IRS.gov to learn more about identity theft and how to reduce
your risk.
The trust
List first and circle the name of the person whose number you furnish. If only one person on a
joint account has an SSN, that person’s number must be furnished.
Circle the minor’s name and furnish the minor’s SSN.
You must show your individual name and you may also enter your business or “DBA” name on
the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you
have one), but the IRS encourages you to use your SSN.
4
List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the
personal representative or trustee unless the legal entity itself is not designated in the account
title.) Also see Special rules for partnerships on page 1.
*Note. Grantor also must provide a Form W-9 to trustee of trust.
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with
the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation
of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS,
reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District
of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies
to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to
file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a
TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.
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