SEALED BID REQUEST FOR PROPOSAL For

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SEALED BID REQUEST FOR PROPOSAL For

  1. 1. Vermont Department of Information & Innovation (DII) Technology RFP SEALED BID REQUEST FOR PROPOSAL For INDEPENDENT STUDY OF THE VERMONT HEALTH INFORMATION TECHNOLOGY FUND Expected RFP Schedule Summary: DATE POSTED 09/10/2008 QUESTIONS DUE 09/19/2008 3:00PM EST PROPOSALS DUE 10/10/2008 3:00PM EST FINALIST DEMONSTRATIONS (If TBD necessary) SELECTION NOTIFICATION October 2008 PROJECT STARTS October 27, 2008 LOCATION OF BID OPENING: 1078 US Route 2, Middlesex PLEASE BE ADVISED THAT ALL NOTIFICATIONS, RELEASES AND AMENDMENTS WILL BE POSTED AT WWW.BGS.STATE.VT.US/PCA/BIDS. THE VERMONT DEPARTMENT OF BUILDING AND GENERAL SERVICES WILL MAKE NO ATTEMPT TO CONTACT OFFERORS WITH UPDATED INFORMATION. IT WILL BE THE RESPONSIBILITY OF EACH OFFEROR TO PERIODICALLY CHECK THIS SITE FOR THE LATEST DETAILS. PURCHASING AGENT: John McIntyre TELEPHONE: (802) 828-2210 E-MAIL: John.McIntyre@state.vt.us FAX: (802) 828-2222 1
  2. 2. Health Information Technology Fund Independent Study RFP Page 2 of 33 Table of Contents Chapter 1: Overview and General Information ........................................................................................ 3 Chapter 2: Background.........................................................................................................................11 Chapter 3: Detailed Requirements and Scope of Work ........................................................................... 12 Chapter 4: Vendor Response Content and Format ................................................................................. 14 Chapter 5: Proposal Submission ........................................................................................................... 16 Chapter 6: Sealed Bid Instructions ........................................................................................................ 16 Attachments ................................................................................................................................ 18 Attachment A: STANDARD STATE CONTRACT PROVISIONS............................................ 18 Attachment B: Offshore Outsourcing Questionnaire .................................................................22 Attachment C: Tax Certification Form .......................................................................................23 Attachment D: MERCURY STATEMENT: .................................................................................24 Attachment E: USE OF RECYCLED MATERIALS OR PRODUCTS REPORT .........................25 Attachment F: PURCHASING CARD QUESTIONNAIRE ..................................................26 Attachment G: STATE OF VERMONT CONTRACT FOR SERVICES.................................27 Revised 07/01/2008
  3. 3. Health Information Technology Fund Independent Study RFP Page 3 of 33 Chapter 1: Overview and General Information 1.1 Overview This is a Request for Competitive Sealed Proposals (RFP). The Vermont Department of Information and Innovation (DII) is soliciting competitive sealed, fixed price proposals (Proposals) from qualified entities to conduct an Independent Study of the new Vermont Health Information Technology (IT) Fund. An award is anticipated to range between $15,000 and $25,000 per year for a two-year period beginning September 1, 2008, with the option of two, one year renewals if agreed upon by both parties. The independent study is expected to evaluate the effectiveness of programs and initiatives funded through the Vermont Health IT Fund, with reference to a baseline, benchmarks, and other measures for monitoring progress and including data on return on investments made. A report on the study findings will be presented to the Secretary of Administration and the Commissioner of DII no later than September 1, 2009 and in September 2010 (and subsequent years if the contract is renewed). The State intends to use the results of the Independent Study to inform its future policy decisions with respect to the allocation of Health IT Funds, and the need for continuation of the fund in future years. Over the past several years, Vermont has undertaken a major health care reform effort to improve access to coverage and care, improve quality of care and decrease costs within our health care system. 1 Vermont, like many other states, municipalities, businesses and organizations, recognizes the many benefits of health information technology towards these goals, and we have taken significant steps to increase its utilization across the state. We are also struggling, as are others, to find a way to fund health IT efforts and ensure its sustainability in future years. During the 2008 Legislative session, a new Health Information Technology Fund was established in the state treasury to be used for health care information technology programs and initiatives such as those outlined in our Vermont Health Information Technology Plan 2 . The Fund will be financed through an assessment of 0.199 of one percent of all health insurance claims for Vermont members, beginning with quarterly payments in October, 2008. (See Appendix 1 for the full statutory language). The Fund, which will be administered by the Vermont Department of Information and Innovation within the Agency of Administration, must be used for the development of programs and initiatives designed to promote and improve health care information technology, including: A program to provide electronic health information systems and practice management systems for primary care practitioners in Vermont, such as the Electronic Health Record Pilot Program currently offered by Vermont Information Technology Leaders (VITL); 3 1 See http://www.hcr.vermont.gov/ 2 The plan can be found at http://www.vitl.net/interior.php/pid/7 3 See http://www.vitl.net/right.php/pid/6/sid/50 Revised 07/01/2008
  4. 4. Health Information Technology Fund Independent Study RFP Page 4 of 33 Financial support for VITL to build and operate the health information exchange network; 4 Implementation of the Vermont Blueprint for Health information technology initiatives and the advanced medical home project; 5 and Consulting services for installation, integration, and clinical process re-engineering relating to the utilization of healthcare information technology such as electronic medical records. Entities seeking funds must submit an annual expenditure plan and quarterly expenditure reports that are reviewed by the Joint Legislative Commission on Health Care Reform and approved by the Secretary of Administration. In addition, the Secretary of Administration is required to submit an annual report on the receipts, expenditures, and balances in the health IT- fund to the Joint Legislative Fiscal Committee and the Joint Legislative Commission on Health Care Reform by October 1 of each year. (Appendix 2 contains a flow chart depicting the process for granting and monitoring the Health IT Funds.) Vermont takes very seriously the fact that a new fee assessment creates an additional burden on our health care resources. This fund was created with the expectation that the use of the funds will produce benefits that outweigh this burden in terms of increased quality of care and a reduction in the overall costs within our health care system. To be good stewards of these funds, it is imperative that we routinely assess the value of this investment. As such, the October 1 report from the Secretary of Administration also must include information on the results of an annual independent study of the effectiveness of programs and initiatives funded through the health IT-fund, with reference to a baseline, benchmarks, and other measures for monitoring progress and including data on return on investments made. The State intends to use the results of the Independent Study to inform its future policy decisions with respect to the allocation of Health IT Funds, and the need for continuation of the fund in future years. RFP guidelines are outlined within, statement of work to be performed is discussed, structure of the proposal is discussed, the state responsibilities are outlined, and the process for evaluating and selecting among submitted proposals is discussed. Any failure to meet a deadline in the submission or evaluation phases and any objection to the dates for performance of the Project may result in DII refusing to consider the Proposal of the offeror. 1.2 Single Point of Contact All communications concerning this Request For Proposal (RFP) are to be addressed in writing to the All communications concerning this Request For Proposal (RFP) are to be addressed in writing to the attention of the Purchasing Agent listed below. The Purchasing Agent is the sole contact for this proposal. Purchasing Agent: John McIntyre Address: 1078 US Route 2 – Middlesex 4 See http://www.vitl.net/ 5 See http://healthvermont.gov/blueprint.aspx and http://www.vitl.net/interior.php/pid/6/sid/29 Revised 07/01/2008
  5. 5. Health Information Technology Fund Independent Study RFP Page 5 of 33 Drawer 33 Montpelier, Vermont 05633-07601 Telephone Number: (802) 828-2210 Fax Number: (802) 828-2222 E-mail Address: John.McIntyre@state.vt.us Revised 07/01/2008
  6. 6. Health Information Technology Fund Independent Study RFP Page 6 of 33 1.3 Questions and Answers Any offeror requiring clarification of any section of this proposal or wishing to comment or take exception to any requirements or other portion of the RFP must submit specific questions in writing no later than the date listed in section 1.4 “Schedule of Events”. Questions may be e-mailed to John.McIntyre@state.vt.us, faxed to (802) 828-2222 or sent through the mail to: John McIntyre, Purchasing Agent, Vermont Purchasing and Contract Administration Division, 1078 US Route 2, Middlesex, Drawer 33, Montpelier, VT 05633-7601. Any objection to the RFP or to any provision of the RFP, that is not raised in writing on or before the last day of the question period is waived. At the close of the question period a copy of all questions or comments and the State's responses will be posted on the State’s web site www.bgs.state.vt.us/pca/bids. Every effort will be made to have these available soon after the question period ends, contingent on the number and complexity of the questions. 1.4 Schedule of Events The expected timetable, including the Proposal Due Date and other important dates, are set forth below. The name of any offeror submitting a proposal shall be a matter of public record on the Proposal Due Date. RFP Published 09/10/2008 Questions Due Sept 19, 2008 3:00 p.m. ET Answers to Questions Posted Sept 24, 2008 3:00 p.m. ET Proposal Due (see section below for detailed October 10, 2008 3:00 p.m. ET instructions on Proposal Format and submission instructions) TBD Finalist Selection / Notification* TBD Finalist Demonstrations* Notification of Award October 2008 Contract Negotiation Period October 10, 2008 – October 27, 2008 Contract Dates October 27, 2008 – September 30, 2010 * At the discretion of DII. 1.5 Proposal Acceptance The State of Vermont reserves the right to accept or reject any or all proposals, in whole or in part, as deemed to be in the best interest of the State of Vermont. 1.6 Tax Certification Revised 07/01/2008
  7. 7. Health Information Technology Fund Independent Study RFP Page 7 of 33 To expedite any contract which might ensue, each proposal submitted shall include, on a form provided, that the offeror is in compliance with the tax laws of the State of Vermont. See Attachment C - Tax Certification Form. 1.7 Business Registration To be awarded a contract by the State of Vermont an offeror must be (except an individual doing business in his/her own name) registered with the Vermont Secretary of State’s office http://www.sec.state.vt.us/tutor/dobiz/forms/fcregist.htm and must obtain a Contractor’s Business Account Number issued by the Vermont Department of Taxes http://www.state.vt.us/tax/pdf.word.excel/forms/business/s-1&instr.pdf 1.8 Costs of Preparation The offeror shall be solely responsible for all expenses incurred in the preparation of a response to this RFP and shall be responsible for all expenses associated with any presentations or demonstrations associated with this request and/or any proposals made. 1.9 Evaluation Criteria A review team, comprised of select individuals and staff from the Vermont Department of DII, will be charged with evaluating proposals based on the criteria listed in this subsection and in subsection 1.20 (Mandatory Bid Requirements). During the evaluation process, bidders may be contacted for the purpose of obtaining clarification of their response. However, no clarification will be sought if a bidder completely fails to address any “must” feature contained in the RFP document. A committee will evaluate proposals against the criteria listed in subsection 1.10 Mandatory Bid Requirements and using the evaluation factors below. As part of its evaluation, DII will conduct interviews with one or more bidders. At such time bidders will be required to travel to Montpelier, VT at their own expense to participate in an on-site interview. Selected offerors will be prepared at this time for a demonstration of all functionally of their software solution. DII will rescore related evaluation factors after any interviews, presentations, or software demonstrations. The review team will evaluate proposals based on the criteria listed below in approximate order of importance. The highest scoring, qualified proposal will be eligible to receive the award. EVALUATION FACTORS Possible Points Adherence to Mandatory Requirements Pass/Fail Satisfactory Assessment of Bidder’s Financial Statements Pass/Fail Ability to provide redundancy in assignment of development resources Pass/Fail Evaluation of Organizational Capacity, Qualifications, Knowledge, and Experience 40 Approach to and Quality of Proposed Solution 25 Cost 25 Evaluation of References 10 Revised 07/01/2008
  8. 8. Health Information Technology Fund Independent Study RFP Page 8 of 33 1.10 Mandatory Bid Requirements Only proposals meeting the following mandatory requirements will be eligible to participate in the procurement. DII reserves the right to reject any proposal that does not meet these requirements. 1. The proposed prime contractor must have successfully implemented a similar project for at least one other entity. 1.11 Contracts All agreements must be approved by DII and executed by both parties for any to take effect. Vendor must be willing to sign State of Vermont Personal Services Contract. 1.12 Optional Aspects of the Contracts There are no identified optional aspects of the contract for this project. 1.13 Contract Award Awards will be made under the provisions of VSA Title 29 Chapter 49 § 903. DII may award one or more contracts and reserves the right to make additional awards to the same offeror or other offerors who submitted proposals at any time during the first year of the contract if such award is deemed to be in the best interest of the State of Vermont. 1.14 Contract Negotiation Upon completion of the evaluation process, DII may select one or more offerors with which to negotiate a contract, based on the evaluation findings and other criteria deemed relevant for ensuring that the decision made is in the best interest of the State of Vermont. In the event DII is successful in negotiating with the offeror, DII will issue a notice of award. In the event DII is not successful in negotiating a contract with a selected offeror, DII reserves the option of negotiating with another offeror. 1.15 Contract Terms The selected offeror will sign a contract with the State of Vermont to provide the items named in their responses, at the prices listed. Minimum support levels, as well as terms and conditions from this RFP and the offeror’s response will become part of the contract. This contract will be subject to review throughout its term. DII will consider cancellation upon a determination that a Contractor is in violation of any portion of the agreement, including an inability by the Contractor to provide the products, support and/or service offered in their response. DII reserves the right to purchase hardware or software recommended in the offeror proposal from any State contract in force. 1.16 Pricing For all Activities the offeror’s price quotes must be fixed price and include all expenses. Cost must be totally inclusive; fixed price. The State does not reimburse for travel costs. Include costs for options for an extended warranty and support separated from the total fixed cost for the required deliverables. Revised 07/01/2008
  9. 9. Health Information Technology Fund Independent Study RFP Page 9 of 33 NOTE: All pricing information must be submitted in a sealed price proposal. 1.17 Invoicing All invoices are to be rendered by the Contractor on the Contractor's standard billhead and forwarded to DII Business Manager. The offeror’s proposal must clearly specify the address for submitting payments. All payments are to be based on DII’s acceptance of agreed to, fixed price deliverables. The Contractor will be paid on a price not to exceed basis. The State will make a 1/5 payment to start and 1/5 after each report. Payment will be made to the Contractor within thirty (30) days of receipt of a properly completed invoice. Failure to meet timelines or to deliver the required products will result in withholding of payment due until such product or products are delivered. 1.18 Confidential/Proprietary Information Any proposal selected for contract award will be incorporated in the resulting contract. The State would prefer that offerors not include “trade secrets” or other privileged information considered confidential in their proposals. If proposals contain information considered by the offerors to be proprietary and confidential, the offeror shall clearly designate the material as such, explaining why such material should be considered confidential. Under no circumstances can pricing information be considered confidential. 1.19 Project Location Base Project: Contractor Services and Deliverables The Contractor must meet all RFP requirements and complete all Project Milestones and Deliverables, as defined below and as described in the approved Project Plan. Note that alternative deliverables may be proposed. If alternative deliverables are proposed: 1) the reasons for proposing them must be provided, and 2) they must be mapped back to the RFP deliverables to show that requested content or services are provided for. If there are differences in content or services proposed with the alternative deliverables, then the reasons for this must be explained. Task 1 - Project Management - The Contractor must directly manage all activities of the project and provide significant guidance to DII project management in planning, organizing, and directing the activities of staff and contractors. For projects where the State of Vermont provides a Project Manager, the Contractor must agree to work with the State’s Project Manager to coordinate activities. As a part of its project management duties, the Contractor must lead and attend informational and status meetings. Such meetings may include meetings with a Steering Committee, DII Commissioner, the Project Director, the Contract Administrator, other consultants, elected officials, external stakeholders, and members of the DII Project Team, as designated by DII. Said meetings may, at the discretion of the State, be held by means of telephone or webconference. Revised 07/01/2008
  10. 10. Health Information Technology Fund Independent Study RFP Page 10 of 33 The DII Project Manager will require status reports on a bi-monthly basis and will reserve the option of requiring status reports weekly during key periods of the project or if in his/her judgment circumstances warrant it. In addition, the Contractor must routinely update the Project Plan to reflect changes in the nature and timing of project activities, all changes being subject to State approval. The Contractor must utilize a formal change order management process. Project deliverables and activities will be subjected to a rigorous quality management process that assures the delivery of high- quality products and services. Revised 07/01/2008
  11. 11. Health Information Technology Fund Independent Study RFP Page 11 of 33 Chapter 2: Background The statutory creation of the Vermont Health IT Fund included a requirement that an independent study be conducted to evaluate the effectiveness of programs and initiatives funded through the Vermont Health IT Fund, with reference to a baseline, benchmarks, and other measures for monitoring progress and including data on return on investments made. A report on the study findings must be presented to joint legislative committees by October 1 of each year. The state of Vermont is seeking a contractor to design and conduct this independent study for the first two years of the Fund, culminating in reports to the Secretary of Administration that can be presented to the legislative committees on or before October 1, 2009 and October 1, 2010, with the option of two one year contract renewals if so desired by both parties. An amount ranging between $15,000 and $25,000 per year has been allocated for this contract; however, some additional funds may be available if determined necessary by the State to achieve the goals of this Request for Proposals. Revised 07/01/2008
  12. 12. Health Information Technology Fund Independent Study RFP Page 12 of 33 Chapter 3: Detailed Requirements and Scope of Work All written deliverables must be provided in hard copy and electronic format. DII shall retain ownership of all contract deliverables, and unlimited rights to use, disclose, or duplicate all deliverables. The Contractor will be required, over each one-year award period, to: • 3.1.1a Design and conduct an independent study to assess the effectiveness of the programs and initiatives that are financed through the Health IT Fund, to include but not be limited to baseline measures, benchmarks, measures for monitoring progress, and return on investment. Feasibility of proposed methods, anticipation of problems in implementing the proposed design, well-conceived strategies to overcome design and implementation obstacles, and a detailed plan of analysis will be critical elements of a successful application. DII will work with the selected vendor to further define the scope and/or focus of the evaluation. • 3.1.1b Conduct a process evaluation of the programs and initiatives that are financed through the Health IT Fund. The process evaluation will document the implementation of the activities and include information on lessons learned. The applicant should focus on strategies that have significant impact on progress and outcomes. • 3.1.1c Meet regularly with DII to discuss process, progress, barriers, and any other related issues proposed by DII or the Contractor related to evaluation activities. If agreed upon in advance by DII, specific meetings may take place via telephone or video- conferencing. • 3.1.1d Provide bi-monthly progress reports detailing work plan accomplishments, any barriers to progress encountered, and any modifications to the original work plan covering all project activities, including detailed description of the project design, data, and methods. • 3.1.1e Provide a final report presenting findings, and a thorough discussion of the implications of the project findings for the use and continuation of the Health IT Fund. The contractor will have access to the annual and quarterly plans and reports submitted to the Agency of Administration by the Fund grantee(s), and will have access to grantee information about their specific projects, to the extent allowed by law. The bidder must describe its ability and approach to provide the requested services by responding to each evaluation component. 1. Literature Review The design of the independent study should be based on a literature review that synthesizes previous research on the value of health information technology in healthcare reform efforts to improve quality and contain cost 2. Establish Independent Study Design A methodology that clearly identifies the questions to be explored and how the proposed methodology will maximize the ability to achieve this should be included. A description of quantitative and qualitative data collection and analysis methods, the tools to be used, and the applicant’s expertise in these techniques should also be included. Revised 07/01/2008
  13. 13. Health Information Technology Fund Independent Study RFP Page 13 of 33 3. Identify and Collect Data • Procedures for collecting, managing, storing, and transmitting data needed for the study should be discussed. Applicants should identify the software and data verification procedures that will be used in this regard 4. Analyze and Interpret Data The applicant must document both qualitative and quantitative approaches to data analysis. Depending on the type of data and the question, this might include the application of statistical methods. 5. Develop a Report of the Study Findings 6. Applicants should develop a budget to show: a. Personnel b. Administrative costs c. Travel d. Other Revised 07/01/2008
  14. 14. Health Information Technology Fund Independent Study RFP Page 14 of 33 Chapter 4: Vendor Response Content and Format The instructions and format for the submission of proposal information are designed to ensure the provision of data considered essential to the understanding and comprehensive evaluation of the bidder's proposal. There is no intent to limit the content of the proposals, nor in any way to inhibit a presentation in other than the vendor's favor. The vendor may include such additional information or data as may be appropriate, or offer alternate solutions but shall not exclude any portion requested in this document. All proposals must contain the following information. 1. LETTER OF TRANSMITTAL. A statement identifying individuals who were involved in the preparation of the proposal as well as a single point of contact for clarification of bid information must be included. 2. BACKGROUND AND EXPERIENCE. Provide a full description of the experience you have providing the requested service. Qualifications of the successful applicant should include: • Understanding of health information technology and its use as a strategy to increase access, contain cost, and enhance quality for health care systems at the provider and state level • Understanding of the current literature and national efforts regarding health information technology • Experience conducting evaluation of this type and scope. • Knowledge of inferential and descriptive statistics • Understanding of qualitative and quantitative research design and methods • Experience with data collection • Knowledge in data analysis and interpretation • Experience with report writing The organization must show that it has the resources and expertise to carry out the tasks requested. All bidders must have, at a minimum, staff-level personnel with a variety of health- care-systems expertise and have specific experience in health information technology systems and uses. The bidder must also have significant experience in research methodology and statistical analytical methods. Bids shall include the following: 1. Suitable evidence that the bidding entity has sufficient organizational and financial resources to provide the services offered. 2. Suitable evidence that the bidder has experience working on evaluation and /or study projects. 3. A detailed description of the bidder's expertise regarding health information technology. 4. Suitable evidence of a general understanding of Vermont’s health care system and the role of health information technology in the state’s reform efforts. 5. A description of the bidder's background and experience in conducting independent studies and or evaluation projects of this nature. Revised 07/01/2008
  15. 15. Health Information Technology Fund Independent Study RFP Page 15 of 33 6. A description of the bidder's specific training or skills in research methodology and statistical analysis. The bidder should describe its methodologies for conducting mixed-methods evaluations, including surveys, focused studies, document reviews, data abstraction, statistical analysis, and fiscal analyses. 7. A listing and description of all projects that involved similar activities. Project descriptions must include the client name; contact person and phone number, duration of the project, dollar amount, a description of the scope of services provided and a description of project components that are similar to the services defined in this RFP. 3. REFERENCES. Provide the names, address and phone numbers of at least three companies with whom you have transacted similar business in the last 12 months. You must include contact names who can talk knowledgeably about performance. 4. NARRATIVE: Bidders must provide a point by point narrative that states how they will meet the requirements of this Request for Response. 5. ACKNOWLEDGMENT OF TERMS: A statement acknowledging all Customary State Contract Provisions and Purchasing and Contract Administration Terms and Conditions with any exceptions or additional provisions noted. (These will be considered when making an award) 6. PRICING: You must complete a separate PRICING RESPONSE and submit it with your bid. Revised 07/01/2008
  16. 16. Health Information Technology Fund Independent Study RFP Page 16 of 33 Chapter 5: Proposal Submission CLOSING DATE: The closing date for the receipt of proposals is October 10, 2008 at 3:00 P.M. Bid must be delivered to: Vermont Purchasing and Contract Administration Division, 1078 US Route 2 - Middlesex, Montpelier, VT 05633-7601 prior to that time. Proposals or unsolicited amendments submitted after that time will not be accepted and will be returned to the vendor. The bid opening will be held at 1078 US Route 2, Middlesex, VT and is open to the public. Submit an unbound original (clearly marked as such) and two (2) paper copies and one (1) CD-ROM copy. The bid should include a Technical Response and a separate Pricing Response. The separate Pricing Response must include an original and two (2) paper copies and one (1) CD-ROM copy. All proposals shall be submitted in a sealed package and must be clearly marked as follows: PROPOSAL FOR Independent Study of the Vermont Health Information Technology (HIT) Fund If bids are being sent via an express delivery service, be certain that this designation is clearly shown on the outside of the delivery envelope or box. Chapter 6: Sealed Bid Instructions All bids must be sealed and must be addressed to the State of Vermont, Purchasing and Contract Administration Division, 1078 US Route 2 - Middlesex, Montpelier, VT 05633-7601. BID ENVELOPES MUST BE CLEARLY MARKED ‘SEALED BID’ AND SHOW THE REQUISITION NUMBER AND/OR PROPOSAL TITLE, OPENING DATE AND NAME OF BIDDER. 1. All bidders are hereby notified that sealed bids must be in the office of the Vermont Purchasing and Contract Administration Division by the time of the bid opening. Bids not in possession of the Purchasing and Contract Administration Division at the time of the bid opening will not be considered, and returned to the vendor. 2. Purchasing and Contract Administration Division may, for cause, change the date and/or time of bid openings or issue an addendum. If a change is made, the State will make a reasonable effort to inform all bidders by posting at: www.bgs.state.vt.us/pca/bids. 3. All bids will be publicly opened. Any interested party may attend bid openings. At the sole discretion of Purchasing and Contract Administration the information disclosed may be limited to the names and addresses of the bidders. Bid results may be requested in writing and are available once an award has been made. 4. DELIVERY METHODS: 4.1. U.S. MAIL: Bidders are cautioned that it is their responsibility to originate the mailing of bids in sufficient time to insure receipt by the Purchasing and Contract Administration Division prior to the time of the bid opening. Revised 07/01/2008
  17. 17. Health Information Technology Fund Independent Study RFP Page 17 of 33 4.2. EXPRESS DELIVERY: If bids are being sent via an express delivery service, be certain that the RFP designation is clearly shown on the outside of the delivery envelope or box. 4.3. HAND DELIVERY: Hand carried bids shall be delivered to a representative of the Division prior to the bid opening. 4.4. ELECTRONIC: Electronic bids will not be accepted. 4.5. FAX BIDS: NO Faxed Proposals will be accepted. 4.6. SUBMISSION CHECKLIST 4.6.1.Hard Copies (2) – (Reference 5.) 4.6.2.Original Unbound Master (1) – (Reference 5.) 4.6.3.Transmittal Letter – (Reference 4.1) 4.6.4.CD – Optional (Reference 5.) 4.6.5.References – (Reference 4.3) 4.6.6.Tax Form – (Reference Attachment C) 4.6.7.Offshore/outsource form – (Reference Attachment B) 4.6.8.Mercury Content form – (Reference Attachment D) REMEMBER! ALL NOTIFICATIONS, RELEASES AND AMENDMENTS WILL BE POSTED AT: WWW.BGS.STATE.VT.US/PCA/BIDS THE STATE WILL MAKE NO ATTEMPT TO CONTACT VENDORS WITH UPDATED INFORMATION. IT WILL BE THE RESPONSIBILITY OF EACH VENDOR TO PERIODICALLY CHECK THIS SITE FOR THE LATEST DETAILS. Revised 07/01/2008
  18. 18. Health Information Technology Fund Independent Study RFP Page 18 of 33 Attachments Attachment A: STANDARD STATE CONTRACT PROVISIONS May 23, 2008 1. Entire Agreement: This contract represents the entire agreement between the parties on the subject matter. All prior agreements, representations, statements, negotiations, and understandings shall have no effect. 2. Applicable Law: This contract will be governed by the laws of the State of Vermont. 3. Appropriations: If this contract extends into more than one fiscal year of the State (July 1 to June 30), and if appropriations are insufficient to support this contract, the State may cancel at the end of the fiscal year, or otherwise upon the expiration of existing appropriation authority. 4. No Employee Benefits For Contractor: The contractor understands that the State will not provide any individual retirement benefits, group life insurance, group health and dental insurance, vacation or sick leave, workers compensation or other benefits or services available to State employees, nor will the state withhold any state or federal taxes except as required under applicable tax laws, which shall be determined in advance of execution of the contract. The contractor understands that all tax returns required by the Internal Revenue Code and the State of Vermont, including but not limited to income, withholding, sales and use, and rooms and meals, must be filed by the contractor, and information as to contract income will be provided by the State of Vermont to the Internal Revenue Service and the Vermont Department of Taxes. 5. Independence, Liability: The Contractor will act in an independent capacity and not as officers or employees of the State. The Contractor shall defend the State and its officers and employees against all claims or suits arising in whole or in part from any act or omission of the Contractor or of any agent of the Contractor. The State shall notify the Contractor in the event of any such claim or suit, and the Contractor shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. After a final judgment or settlement the Contractor may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Contractor shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Contractor. The Contractor shall indemnify the State and its officers and employees in the event that the State, its officers or employees become legally obligated to pay any damages or losses arising from any act or omission of the Contractor. Revised 07/01/2008
  19. 19. Health Information Technology Fund Independent Study RFP Page 19 of 33 6. Insurance: Before commencing work on this contract the contractor must provide certificates of insurance to show that the following minimum coverages are in effect. It is the responsibility of the contractor to maintain current certificates of insurance on file with the state through the term of the contract. No warranty is made that the coverages and limits listed herein are adequate to cover and protect the interests of the contractor for the contractor’s operations. These are solely minimums that have been established to protect the interests of the State. Workers Compensation: With respect to all operations performed, the contractor shall carry workers’ compensation insurance in accordance with the laws of the State of Vermont. General Liability and Property Damage: With respect to all operations performed under the contract, the contractor shall carry general liability insurance having all major divisions of coverage including, but not limited to: Premises - Operations Products and Completed Operations Personal Injury Liability Contractual Liability The policy shall be on an occurrence form and limits shall not be less than: $1,000,000 Per Occurrence $1,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate $ 50,000 Fire/ Legal/Liability Contractor shall name the State of Vermont and its officers and employees as additional insureds for liability arising out of this contract. Automotive Liability: The contractor shall carry automotive liability insurance covering all motor vehicles, including hired and non-owned coverage, used in connection with the contract. Limits of coverage shall not be less than: $1,000,000 combined single limit. Contractor shall name the State of Vermont and its officers and employees as additional insureds for liability arising out of this contract. 7. Reliance by the State on Representations: All payments by the State under this contract will be made in reliance upon the accuracy of all prior representations by the contractor, including but not limited to bills, invoices, progress reports and other proofs of work. 8. Records Available for Audit: The contractor will maintain all books, documents, payroll papers, accounting records and other evidence pertaining to costs incurred under this agreement and make them available at reasonable times during the period of the contract Revised 07/01/2008
  20. 20. Health Information Technology Fund Independent Study RFP Page 20 of 33 and for three years thereafter for inspection by any authorized representatives of the State or Federal Government. If any litigation, claim, or audit is started before the expiration of the three year period, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved. The State, by any authorized representative, shall have the right at all reasonable times to inspect or otherwise evaluate the work performed or being performed under this contract. 9. Fair Employment Practices and Americans with Disabilities Act: Contractor agrees to comply with the requirement of Title 21V.S.A. Chapter 5, Subchapter 6, relating to fair employment practices, to the full extent applicable. Contractor shall also ensure, to the full extent required by the Americans with Disabilities Act of 1990, that qualified individuals with disabilities receive equitable access to the services, programs, and activities provided by the contractor under this contract. Contractor further agrees to include this provision in all subcontracts. 10. Set Off: The State may set off any sums which the Contractor owes the State against any sums due the Contractor under this contract; provided, however, that any set off of amounts due the State of Vermont as taxes shall be in accordance with the procedures more specifically provided hereinafter. 11. Taxes Due to the State: a. Contractor understands and acknowledges responsibility, if applicable, for compliance with State tax laws, including income tax withholding for employees performing services within the State, payment of use tax on property used within the State, corporate and/or personal income tax on income earned within the State. b. Contractor certifies under the pains and penalties of perjury that, as of the date the contract is signed, the Contractor is in good standing with respect to, or in full compliance with, a plan to pay any and all taxes due the State of Vermont. c. Contractor understands that final payment under this contract may be withheld if the Commissioner of Taxes determines that the Contractor is not in good standing with respect to or in full compliance with a plan to pay any and all taxes due to the State of Vermont. d. Contractor also understands the State may set off taxes (and related penalties, interest and fees) due to the State of Vermont, but only if the Contractor has failed to make an appeal within the time allowed by law, or an appeal has been taken and finally determined and the Contractor has no further legal recourse to contest the amounts due. 12. Child Support: (Applicable if the Contractor is a natural person, not a corporation or partnership.) Contractor states that, as of the date the contract is signed, he/she: a. is not under any obligation to pay child support; or b. is under such an obligation and is in good standing with respect to that obligation; or c. has agreed to a payment plan with the Vermont Office of Child Support Services and is in full compliance with that plan. Revised 07/01/2008
  21. 21. Health Information Technology Fund Independent Study RFP Page 21 of 33 Contractor makes this statement with regard to support owed to any and all children residing in Vermont. In addition, if the contractor is a resident of Vermont, contractor makes this statement with regard to support owed to any and all children residing in any other state or territory of the United States. 13. Subcontractors: Contractor shall not assign or subcontract the performance of his agreement or any portion thereof to any other contractor without the prior written approval of the State. Contractor also agrees to include all subcontract agreements and a tax certification in accordance with paragraph 11 above. 14. No Gifts or Gratuities: Contractor shall not give title or possession of any thing of substantial value (including property, currency, travel and/or education programs) to any officer or employee of the State during the term of this contract. 15. Copies: All written reports prepared under this contract will be printed using both sides of the paper. 16. Certification Regarding Debarment: Contractor certifies under pains and penalties of perjury that, as of the date that this contract is signed, neither contractor nor contractor’s principals (officers, directors, owners, or partners) are presently debarred, suspended, proposed for debarment, declared ineligible or excluded from participation in federal programs or programs supported in whole or in part by federal funds. (End of Standard Provisions) Revised 07/01/2008
  22. 22. STATE OF VERMONT PURCHASING AND CONTRACT ADMINISTRATION DIVISION RFP – FOR TITLE AND DATE PAGE 22 Attachment B: Offshore Outsourcing Questionnaire Vendors must indicate whether or not any services are or will be outsourced under the terms of any agreement with the State of Vermont. Indicate N/A if not applicable. This is required by the State of Vermont but cannot be used as an evaluation criterion under Federal Law. Services: Proposed Service to be Bid Total or Represents what % of Outsourced Work Outsourced Contract Estimate total Contract Dollars Outsourced Dollars Location (Country) Subcontractor If any or all of the services are or will be outsourced offshore, Vendors are required to provide a cost estimate of what the cost would be to provide the same services onshore and/or in Vermont. Bid Total or Contract Bid Total or Contract Proposed Service to be Estimate if provided Estimate if provided in Onshore Work Location Outsourced Onshore Vermont Cost Impact Subcontractor Name of Bidder: Signature of Bidder: Date: Revised 07/01/2008
  23. 23. STATE OF VERMONT PURCHASING AND CONTRACT ADMINISTRATION DIVISION RFP – FOR TITLE AND DATE PAGE 23 Attachment C: Tax Certification Form DATE: DATE Independent Study of the Vermont Health Information Technology (HIT) Fund Address This form must be completed and submitted as part of the response for the proposal to be considered valid. The undersigned agrees to furnish the products or services listed at the prices quoted and, unless otherwise stated by the vendor, the Terms of Sales are Net 30 days from receipt of service or invoice, whichever is later. Percentage discounts may be offered for prompt payments of invoices; however, such discounts must be in effect for a period of 30 days or more in order to be considered in making awards. VERMONT TAX CERTIFICATE AND INSURANCE CERTIFICATE To meet the requirements of Vermont Statute 32 V.S.A. subsection 3113, by law, no agency of the State may enter into extend or renew any contract for the provision of goods, services or real estate space with any person unless such person first certifies, under the pains and penalties of perjury, that he or she is in good standing with the Department of Taxes. A person is in good standing if no taxes are due, if the liability for any tax that may be due is on appeal, or if the person is in compliance with a payment plan approved by the Commissioner of Taxes, 32 V.S.A. subsection 3113. In signing this bid, the bidder certifies under the pains and penalties of perjury that the company/individual is in good standing with respect to, or in full compliance with a plan to pay, any and all taxes due to the State of Vermont as of the date this statement is made. Bidder further certifies that the company/individual is in compliance with the State’s insurance requirements as detailed in section 21 of the Purchasing and Contract Administration Terms and Conditions. All necessary certificates must be received prior to issuance of Purchase Order. If the certificate of insurance is not received by the Division of Purchasing and Contract Administration within five (5) days, the State of Vermont reserves the right to select another vendor. Please reference this RFQ# when submitting the certificate of insurance. Insurance Certificate: Attached ______ Will provide upon notification of award: (within 5 days) Delivery Offered _____ Days After Notice of Award Terms of Sale ______________________ Quotation Valid for ________ Days Date: _____________________________ Name of Company: __________________________ Telephone Number: _________________ Fax Number: ______________________ By: _______________________________________ Name: ____________________________ Signature (Bid Not Valid Unless Signed) (Type or Print) This is NOT AN ORDER Revised 07/01/2008
  24. 24. STATE OF VERMONT PURCHASING AND CONTRACT ADMINISTRATION DIVISION RFP – FOR TITLE AND DATE PAGE 24 Attachment D: MERCURY STATEMENT: The State of Vermont is committed to minimizing the amount of mercury utilized in its operations, and desires to eliminate the purchase of products that contain mercury whenever feasible alternatives exist at a reasonable cost and comparable performance. Where mercury-free alternative products do not exist, preference will be given to the purchase of products with the lowest (documented) total mercury content feasible and products that bear a mercury content warning label as required of product manufacturers under Vermont law. Executive Order #03- 02 The State of Vermont urges suppliers to continue to develop, produce, and bring to market appropriate, cost competitive, and effective mercury-free replacements. MERCURY CONTENT CERTIFICATION The undersigned hereby certifies that none of the items quoted in this RFQ/RFP and any contract issued as a result contain mercury except as identified below. Bidders shall also specify the amount of mercury contained in any of the products listed below. Additional pages may be used if necessary. ITEM PART NUMBER MERCURY CONTENT 1). ______________________ _______________ _____________ 2). ______________________ _______________ _____________ 3). ______________________ _______________ _____________ 4). ______________________ _______________ _____________ 5). ______________________ _______________ _____________ _____________________________________ Name of Bidder ____________________________________ Signature of Bidder Date :_______________________________ R02/03/03 Revised 07/01/2008
  25. 25. STATE OF VERMONT PURCHASING AND CONTRACT ADMINISTRATION DIVISION RFP – FOR TITLE AND DATE PAGE 25 Attachment E: USE OF RECYCLED MATERIALS OR PRODUCTS REPORT November 1, 2004 The Commissioner, in his/her discretion, may spend up to five percent more for comparable products that are made of recycled materials. If products made of recycled materials are to cost more than five percent more than comparable products, the Commissioner shall receive consent of State entities that are to use the product, before completing the order for the materials in question. All bidders are to complete the following information in reference to each item being quoted. Additional pages may be used if necessary. % of Item # Brand/Manufacturer Recycled Content % Post-Consumer Content Name of Bidder: Signature of Bidder: Date: Revised 07/01/2008
  26. 26. STATE OF VERMONT PURCHASING AND CONTRACT ADMINISTRATION DIVISION RFP – FOR TITLE AND DATE PAGE 26 Attachment F: PURCHASING CARD QUESTIONNAIRE Vendors are required to respond to the following questions. 1. Do you currently accept Visa? Yes No 2. Would you accept the Visa Purchasing Card as a form of payment? Yes No 3. Would any additional discount be offered for use of the Card as payment? If so, What? Yes No If Yes, What: Revised 07/01/2008
  27. 27. STATE OF VERMONT PURCHASING AND CONTRACT ADMINISTRATION DIVISION RFP – FOR TITLE AND DATE PAGE 27 Attachment G: STATE OF VERMONT CONTRACT FOR SERVICES BUSINESS ASSOCIATE agreement THIS BUSINESS ASSOCIATE AGREEMENT (“AGREEMENT”) IS ENTERED INTO BY AND BETWEEN THE STATE OF VERMONT DEPARTMENT OF INFORMATION & INNOVATION (DII) OPERATING BY AND THROUGH ITS DEPARTMENT, OFFICE, OR DIVISION OF ADMINISTRATION (“COVERED ENTITY”) AND (________INSERT NAME OF THE CONTRACTOR) (“BUSINESS ASSOCIATE”) AS OF (________INSERT DATE) (“EFFECTIVE DATE”). THIS AGREEMENT SUPPLEMENTS AND IS MADE A PART OF THE CONTRACT TO WHICH IT IS AN ATTACHMENT. Covered Entity and Business Associate enter into this Agreement to comply with standards promulgated under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) including the Standards for the Privacy of Individually Identifiable Health Information at 45 CFR Parts 160 and 164 (“Privacy Rule”) and the Security Standards at 45 CFR Parts 160 and 164 (“Security Rule”). The parties agree as follows: 1. Definitions. All capitalized terms in this Agreement have the meanings identified in this Agreement, 45 CFR Part 160, or 45 CFR Part 164. The term “Services” includes all work performed by the Business Associate for or on behalf of Covered Entity that requires the use and/or disclosure of protected health information to perform a business associate function described in 45 CFR 160.103 under the definition of Business Associate. The term “Individual” includes a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g). All references to “PHI” mean Protected Health Information. All references to “Electronic PHI” mean Electronic Protected Health Information. 2. Permitted and Required Uses/Disclosures of PHI. 2.1 Except as limited in this Agreement, Business Associate may use or disclose PHI to perform Services provided that any use or disclosure would not violate the minimum necessary policies and procedures of Covered Entity. Business Associate shall not use or disclose PHI in any manner that would constitute a violation of the Privacy Rule if used or disclosed by Covered Entity in that manner. Business Associate may not use or disclose PHI other than as permitted or required by this Agreement or as Required by Law. 2.2 Business Associate may make PHI available to its employees who need access to perform Services provided that Business Associate makes such employees aware of the use and disclosure restrictions in this Agreement and binds them to comply with such restrictions. Business Associate may only disclose PHI for the purposes authorized by Revised 07/01/2008
  28. 28. STATE OF VERMONT PURCHASING AND CONTRACT ADMINISTRATION DIVISION RFP – FOR TITLE AND DATE PAGE 28 this Agreement: (a) to its agents (including subcontractors) in accordance with Sections 6 and 14 or (b) as otherwise permitted by Section 3. 3. Business Activities. Business Associate may use PHI received in its capacity as a “Business Associate” to Covered Entity if necessary for Business Associate’s proper management and administration or to carry out its legal responsibilities. Business Associate may disclose PHI received in its capacity as “Business Associate” to Covered Entity for Business Associate’s proper management and administration or to carry out its legal responsibilities if a disclosure is Required by Law or if (a) Business Associate obtains reasonable written assurances via a written contract from the person to whom the information is to be disclosed that the PHI shall remain confidential and be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person and (b) the person promptly notifies Business Associate (who in turn will promptly notify Covered Entity) in writing of any instances of which it is aware in which the confidentiality of the PHI has been breached. Uses and disclosures of PHI for the purposes identified in this Section 3 must be of the minimum amount of PHI necessary to accomplish such purposes. 4. Safeguards. Business Associate shall implement and use appropriate safeguards to prevent the use or disclosure of PHI other than as provided for by this Agreement. Business Associate shall identify in writing upon request from Covered Entity all of the safeguards that it uses to prevent impermissible uses or disclosures of PHI. 5. Reporting. Business Associate shall report in writing to Covered Entity any use or disclosure of PHI in violation of this Agreement by Business Associate or its agents including its subcontractors. Business Associate shall provide this written report promptly after it becomes aware of such use or disclosure. Business Associate shall provide Covered Entity with the information necessary for Covered Entity to investigate the impermissible use or disclosure. Consistent with 45 CFR 164.502(j)(1) Business Associate may use PHI to report violations of law to federal and state authorities. 6. Agreements by Third Parties. Business Associate shall ensure that any agent (including a subcontractor) to whom it provides PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity agrees in a written contract to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such PHI. For example, the written contract must include those restrictions and conditions set forth in Section 12. Business Associate must enter into the written contract before any use or disclosure of PHI by such agent. The written contract must identify Covered Entity as a direct and intended third party beneficiary with the right to enforce any breach of the contract concerning the use or disclosure of PHI. Business Associate shall provide a copy of the written contract to Covered Entity upon request. Business Associate may not make any disclosure of PHI to any agent without the prior written consent of Covered Entity. Revised 07/01/2008
  29. 29. STATE OF VERMONT PURCHASING AND CONTRACT ADMINISTRATION DIVISION RFP – FOR TITLE AND DATE PAGE 29 7. Access to PHI. Business Associate shall provide access to PHI in a Designated Record Set to Covered Entity or as directed by Covered Entity to an Individual to meet the requirements under 45 CFR 164.524. Business Associate shall provide such access in the time and manner reasonably designated by Covered Entity. Business Associate shall promptly forward to Covered Entity for handling any request for access to PHI that Business Associate directly receives from an Individual. 8. Amendment of PHI. Business Associate shall make any amendments to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR 164.526, whether at the request of Covered Entity or an Individual. Business Associate shall make such amendments in the time and manner reasonably designated by Covered Entity. Business Associate shall promptly forward to Covered Entity for handling any request for amendment to PHI that Business Associate directly receives from an Individual. 9. Accounting of Disclosures. Business Associate shall document disclosures of PHI and all information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. Business Associate shall provide such information to Covered Entity or as directed by Covered Entity to an Individual, to permit Covered Entity to respond to an accounting request. Business Associate shall provide such information in the time and manner reasonably designated by Covered Entity. Business Associate shall promptly forward to Covered Entity for handling any accounting request that Business Associate directly receives from an Individual. CONTRACT FOR SERVICES 10. Books and Records. Subject to the attorney-client and other applicable legal privileges, Business Associate shall make its internal practices, books, and records (including policies and procedures and PHI) relating to the use and disclosure of PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity available to the Secretary in the time and manner designated by the Secretary. Business Associate shall make the same information available to Covered Entity (without regard to the attorney- client or other applicable legal privileges) upon Covered Entity’s request in the time and manner reasonably designated by Covered Entity so that Covered Entity may determine whether Business Associate is in compliance with this Agreement. 11. Termination. 11.1 This Agreement commences on the Effective Date and shall remain in effect until terminated by Covered Entity or until all of the PHI provided by Covered Entity to Business Associate or created or received by Business Associate on behalf of Covered Entity is destroyed or returned to Covered Entity subject to Section 15.11. Revised 07/01/2008
  30. 30. STATE OF VERMONT PURCHASING AND CONTRACT ADMINISTRATION DIVISION RFP – FOR TITLE AND DATE PAGE 30 11.2 If Business Associate breaches any material term of this Agreement, Covered Entity may either: (a) provide an opportunity for Business Associate to cure the breach and Covered Entity may terminate this Contract without liability or penalty if Business Associate does not cure the breach within the time specified by Covered Entity; or (b) immediately terminate this Contract without liability or penalty if Covered Entity believes that cure is not reasonably possible; or (c) if neither termination nor cure are feasible, Covered Entity shall report the breach to the Secretary. Covered Entity has the right to seek to cure any breach by Business Associate and this right, regardless of whether Covered Entity cures such breach, does not lessen any right or remedy available to Covered Entity at law, in equity, or under this Contract, nor does it lessen Business Associate’s responsibility for such breach or its duty to cure such breach. 12. Return/Destruction of PHI. 12.1 Business Associate in connection with the expiration or termination of this Contract shall return or destroy all PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity pursuant to this Contract that Business Associate still maintains in any form or medium (including electronic) within thirty (30) days after such expiration or termination. Business Associate shall not retain any copies of the PHI. Business Associate shall certify in writing for Covered Entity (1) when all PHI has been returned or destroyed and (2) that Business Associate does not continue to maintain any PHI. Business Associate is to provide this certification during this thirty (30) day period. 12.2 Business Associate shall provide to Covered Entity notification of any conditions that Business Associate believes make the return or destruction of PHI infeasible. If Covered Entity agrees that return or destruction is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible for so long as Business Associate maintains such PHI. 13. Notice/Training. Business Associate understands that: (a) there may be civil or criminal penalties for misuse or misappropriation of PHI and (b) violations of this Agreement may result in notification by Covered Entity to law enforcement officials and regulatory, accreditation, and licensure organizations. If requested by Covered Entity, Business Associate shall participate in information security awareness training regarding the use, confidentiality, and security of PHI. 14. Security Rule Obligations. The following provisions of this Section 14 apply to the extent that Business Associate creates, receives, maintains or transmits Electronic PHI on behalf of Covered Entity. 14.1 Business Associate shall implement and use administrative, physical, and technical safeguards that reasonably and appropriately protect the Confidentiality, Integrity and Availability of the Electronic PHI that it creates, receives, maintains or transmits on Revised 07/01/2008
  31. 31. STATE OF VERMONT PURCHASING AND CONTRACT ADMINISTRATION DIVISION RFP – FOR TITLE AND DATE PAGE 31 behalf of Covered Entity. Business Associate shall identify in writing upon request from Covered Entity all of the safeguards that it uses to protect such Electronic PHI. 14.2 Business Associate shall ensure that any agent (including a subcontractor) to whom it provides Electronic PHI agrees in a written contract to implement and use administrative, physical, and technical safeguards that reasonably and appropriately protect the Confidentiality, Integrity and Availability of the Electronic PHI. Business Associate must enter into this written contract before any use or disclosure of Electronic PHI by such agent. The written contract must identify Covered Entity as a direct and intended third party beneficiary with the right to enforce any breach of the contract concerning the use or disclosure of Electronic PHI. Business Associate shall provide a copy of the written contract to Covered Entity upon request. Business Associate may not make any disclosure of Electronic PHI to any agent without the prior written consent of Covered Entity. 14.3 Business Associate shall report in writing to Covered Entity any Security Incident pertaining to such Electronic PHI (whether involving Business Associate or an agent, including a subcontractor). Business Associate shall provide this written report promptly after it becomes aware of any such Security Incident. Business Associate shall provide Covered Entity with the information necessary for Covered Entity to investigate any such Security Incident. 14.4 Business Associate shall comply with any reasonable policies and procedures Covered Entity implements to obtain compliance under the Security Rule. 15. Miscellaneous. 15.1 In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Contract, the terms of this Agreement shall govern with respect to its subject matter. Otherwise the terms of the Contract continue in effect. 15.2 Any reference to “promptly” in this Agreement shall mean no more than seven (7) business days after the circumstance or event at issue has transpired. A reference in this Agreement to a section in the Privacy Rule or Security Rule means the section as in effect or as amended or renumbered. Revised 07/01/2008
  32. 32. STATE OF VERMONT PURCHASING AND CONTRACT ADMINISTRATION DIVISION RFP – FOR TITLE AND DATE PAGE 32 15.3 Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to it of a use or disclosure of PHI in violation of any provision of this Agreement. 15.4 Business Associate shall cooperate with Covered Entity to amend this Agreement from time to time as is necessary for Covered Entity to comply with the Privacy Rule, the Security Rule, or any other standards promulgated under HIPAA. 15.5 Any ambiguity in this Agreement shall be resolved to permit Covered Entity to comply with the Privacy Rule, Security Rule, or any other standards promulgated under HIPAA. 15.6 In addition to applicable Vermont law, the parties shall rely on applicable federal law (e.g., HIPAA, the Privacy Rule and Security Rule) in construing the meaning and effect of this Agreement. 15.7 This Agreement may be amended or modified, and any right under this Agreement may be waived, only by a writing signed by an authorized representative of each party. 15.8 Nothing express or implied in this Agreement is intended to confer upon any person other than the parties hereto any rights, remedies, obligations or liabilities whatsoever. Notwithstanding the foregoing, the Covered Entity in this Agreement is the Department of Information & Innovation (DII) operating by and through its Department, Office, or Division of Administration. Covered Entity and Business Associate agree that the term “Covered Entity” as used in this Agreement also means any other Department, Division or Office of the Agency of Administration to the extent that such other Department, Division, or Office has a relationship with Business Associate that pursuant to the Privacy or Security Rules would require entry into an agreement of this type. 15.9 As between Business Associate and Covered Entity, Covered Entity owns all PHI provided by Covered Entity to Business Associate or created or received by Business Associate on behalf of Covered Entity. 15.10 Business Associate shall abide by the terms and conditions of this Agreement with respect to all PHI it receives from Covered Entity or creates or receives on behalf of Covered Entity under this Contract even if some of that information relates to specific services for which Business Associate may not be a “Business Associate” of Covered Entity under the Privacy Rule. Revised 07/01/2008
  33. 33. STATE OF VERMONT PURCHASING AND CONTRACT ADMINISTRATION DIVISION RFP – FOR TITLE AND DATE PAGE 33 15.11 The provisions of this Agreement that by their terms encompass continuing rights or responsibilities shall survive the expiration or termination of this Agreement. For example: (a) the provisions of this Agreement shall continue to apply if Covered Entity determines that it would be infeasible for Business Associate to return or destroy PHI as provided in Section 12.2 and (b) the obligation of Business Associate to provide an accounting of disclosures as set forth in Section 9 survives the expiration or termination of this Agreement with respect to accounting requests, if any, made after such expiration or termination. 15.12 This Agreement constitutes the entire agreement of the parties with respect to its subject matter, superseding all prior oral and written agreements between the parties in such respect. Rev 3-28-06 Revised 07/01/2008

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