University of Massachusetts Medical School
Request for Response (RFR) for Acute Hospital Clinical Performance Measurement System RFR Number CW15-JM-0003-0001 Date: August 22, 2014
University of Massachusetts Medical School RFR for Acute Hospital Clinical Performance Measurement System
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Table of Contents Section 1. Introduction and Overview ............................................................................... 4 1.1. 1.2. 1.3. 1.4. 1.5. 1.6. 1.7.
Introduction ...................................................................................................................................... 4 Minimum Qualifications .................................................................................................................. 5 Response Due Date and RFR Timetable .......................................................................................... 5 Contract Term .................................................................................................................................. 6 Definitions ........................................................................................................................................ 6 Scope of Services and Other Specifications ..................................................................................... 8 New Initiatives and Program Modifications ................................................................................... 14
Section 2. 2.1. 2.2. 2.3. 2.4. 2.5. 2.6. A. B. C. D. 2.7. 2.8. 2.9. A. B. C. D.
Procurement Process.............................................................................. 15
Questions ........................................................................................................................................ 15 Communications............................................................................................................................. 15 Certification of Non-Collusion ....................................................................................................... 15 Modification or Withdrawal of Responses ..................................................................................... 15 Amendments to the RFR ................................................................................................................ 15 Evaluation of Responses ................................................................................................................ 16 Evaluation Criteria .................................................................................................................. 16 Clarification of Responses ...................................................................................................... 16 Rejection of Responses ........................................................................................................... 16 Selected Bidder ....................................................................................................................... 17 Debriefing ...................................................................................................................................... 17 Massachusetts Public Records Law................................................................................................ 17 Response Instructions ..................................................................................................................... 17 General Requirements ............................................................................................................. 17 Organization of Response ....................................................................................................... 18 Submitting Responses to the University ................................................................................. 18 Directions to Drop off Proposals ............................................................................................. 19
Section 3.
Services Response Requirements ........................................................... 20
3.1. Services Response .......................................................................................................................... 20 A. Bidder’s History and Experience ............................................................................................ 20 B. Project Description .................................................................................................................. 20 C. Work Plan ............................................................................................................................... 22 D. Key Personnel and Staffing ..................................................................................................... 23 E. References ............................................................................................................................... 23 F. Security Provisions.................................................................................................................. 24 3.2. Subcontractors ................................................................................................................................ 24
Section 4.
Business Response: Attachments........................................................... 26
Attachment A – Transmittal Letter ........................................................................................................... 27 Attachment B – Bidder’s Contact Information ......................................................................................... 28 Attachment C – Certification of Tax Compliance .................................................................................... 29 Attachment D – Evidence of Insurance .................................................................................................... 31 Attachment E – Disclosures...................................................................................................................... 32 Attachment F – Diverse Vendors.............................................................................................................. 33 Attachment G – Prompt Payment Discount Form .................................................................................... 34 Attachment H – Conflict of Interest Form ................................................................................................ 35 Attachment I – Executive Order 504 Contractor Certification Form ........................................................ 36
Section 5.
Cost Response ......................................................................................... 38
Attachment J - Cost Response for Transition Term (November 17, 2014 – March 31, 2015) ................. 38 Attachment K - Cost Response for Ongoing Services (April 1, 2015 – October 31, 2017) ..................... 39
Section 6.
Copies of Standard Contract Documents .............................................. 40
Exhibit 1 – Contract for Services Purchased ............................................................................................ 41
University of Massachusetts Medical School RFR for Acute Hospital Clinical Performance Measurement System
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Exhibit 2 – Insurance Schedule ................................................................................................................ 47 Exhibit 3 – Business Associate Agreement .............................................................................................. 49 Exhibit 4 – Additional Contractual Terms and Conditions ....................................................................... 54
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Section 1. Introduction and Overview 1.1. Introduction The University of Massachusetts Medical School (the “University” or “UMMS”) is issuing this Request for Response (“RFR”) in order to procure services for the MassHealth program administered by the Office of Medicaid in the Massachusetts Executive Office of Health and Human Services (the “EOHHS”). EOHHS is an intended third party beneficiary of the Contract entered into under this RFR. MassHealth is a joint state and federal program that provides health care benefits and premium assistance for approximately one million low-income and uninsured families, disabled individuals, children, long-term unemployed adults, and seniors. MassHealth’s mission is to improve the health outcomes of its diverse membership, their families, and their communities by providing payment for integrated health care services that sustainably promote health, well-being, independence, and quality of life. Pursuant to the terms and conditions of a written agreement with EOHHS, the University is responsible for establishing and monitoring a pro-active system of clinical integrity and accountability by healthcare Providers participating in MassHealth, which assures the delivery and purchase of clinically effective, high quality, equitable and cost efficient healthcare for persons enrolled in MassHealth (“Members”). Through its Office of Clinical Affairs (“OCA”), a unit within the Commonwealth Medicine division of the University, the University oversees quality improvement initiatives and practice guidelines; pharmaceutical benefit program design and management; and medical service, prior authorization and utilization review for the MassHealth program. This RFR is seeking proposals from qualified Bidders to assist the University in operating and maintaining a clinical performance measurement system in connection with the Pay-for-Performance (“P4P”) methods used by the MassHealth program for participating Massachusetts Acute Hospitals. The University is seeking a new Contractor to replace the incumbent contractor that formerly operated the clinical performance measurement system. The University seeks to obtain, on behalf of the MassHealth program, the following services: a. Administration of a comprehensive clinical performance measurement system that will collect, store and analyze Hospital quality measures data, and provide timely feedback to EOHHS, the University and participating Acute Hospitals; b. Assist EOHHS and the University with the development and implementation of comprehensive Hospital quality measures and reports that support Pay-for-Performance in areas of strategic importance as defined by EOHHS and MassHealth, which include, but are not limited to, high volume, high cost, high risk and problem prone clinical encounters (i.e., system coordination, overuse, preventability, etc.). These areas of strategic importance are subject to change based on state and federal standards; c. Host, operate, and maintain the Web Portal for reporting by Acute Hospitals of Hospital quality measures data as part of the comprehensive clinical performance measurement system; d. Host, operate, and maintain the Web Portal for collecting and preserving the Hospital quality measures data reported by Acute Hospitals as part of the comprehensive clinical performance measurement system; e. Perform validation of Hospital quality measures data reported by Acute Hospitals to ensure adherence to data accuracy and reliability standards (the standard for statistical reliability is .80) are being met, as defined in the Acute Hospital RFA, Section 7: Pay-for-Performance Quality Reporting Requirements and Payment Methods, which can be found on COMMBUYS by searching under Bid Number for S161478, or at the following address: https://www.commbuys.com/bso/external/bidDetail.sdo?docId=S161478vCurrent&external=true&parentUrl=bid University of Massachusetts Medical School RFR for Acute Hospital Clinical Performance Measurement System
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f.
Conduct analyses of all Hospital quality measures data reported by Acute Hospitals using performance assessment models approved by EOHHS;
g. Provide customer assistance to the University, EOHHS and Acute Hospitals associated with the clinical performance measurement system and Acute Hospital reporting requirements; h. Provide EOHHS and the University with performance monitoring procedures in connection with the clinical performance measurement system that are designed to improve compliance and performance monitoring; and, i.
Maintain administrative and reporting procedures, including regular and ad hoc reports designed to keep EOHHS and the University informed on progress towards meeting project deliverables.
It is strongly recommended that prospective Bidders review the Acute Hospital RFA, as well as the EOHHS Technical Specifications Manual for MassHealth Acute Hospital Quality Measures. The sixty-six (66) Hospitals currently participating in the Acute Hospital P4P Program do so in accordance with the guidelines set forth in these documents. Bidders should maintain a clinical performance management system that is consistent with these guidelines in order to minimize the potential burden on Hospitals. For information regarding how to locate these documents, see Section 1.5: Definitions, below.
1.2. Minimum Qualifications In order to submit a Response to this RFR, Bidders must meet the following minimum qualifications:
Be a Quality Improvement Organization (“QIO”), or a QIO-like entity, as defined by the Centers for Medicare & Medicaid Services (“CMS”);
Employ key personnel with at least three (3) years of experience using web-based portals and data management systems that include audit trail and data authentication controls for the collecting and processing of quality measurement data;
Employ key personnel with at least three (3) years of experience in conducting clinical data validation processes and calculating specifications for results that meet national standards for clinical data abstraction review, as published in QualityNet.
Must be able to maintain a clinical performance measurement system accessible via an internet browser that does not require Hospitals to purchase or use specialized software to access.
The University reserves the right to confirm that each of the Bidder(s) have adequately met these requirements.
1.3. Response Due Date and RFR Timetable The schedule of activities for this RFR process is listed below, and Responses will be accepted until the date and time set forth below. Any Response received after the deadline will be rejected. All times listed below refer to times in the Eastern time zone of the United States.
University of Massachusetts Medical School RFR for Acute Hospital Clinical Performance Measurement System
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Event
Date
Time
RFR Release Date:
Friday, August 22, 2014
N/A
Response Due Date:
Friday, September 26, 2014
2:00 P.M.
Friday, October 10, 2014
N/A
Monday, November 17, 2014
N/A
Selection of Bidder for Contract Execution (anticipated date): Contract Start Date: (anticipated date)
1.4. Contract Term The initial term for the Contract resulting from this RFR is anticipated to be for a period of three (3) years, commencing on approximately November 17, 2014. The Contract may be renewed for up to two (2) additional one (1) year periods, at the discretion of the University.
1.5. Definitions The following terms that appear capitalized throughout the RFR shall have the meaning stated in this section, unless the context clearly indicates otherwise: Acute Hospital (or “Hospital”) - A facility licensed and operated as a Hospital in Massachusetts by the Massachusetts Department of Public Health pursuant to M.G.L. c. 111 § 51, and that: i.
is Medicare-certified and participates in the Medicare program;
ii.
has more than 50% of the facility beds licensed as medical/surgical, intensive care, coronary care, burn, pediatric (Level I or Level II), pediatric intensive care (Level III), maternal (obstetrics), or neonatal intensive care beds (Level III), as determined by DPH; and
iii.
currently utilizes more than 50% of the facility’s beds exclusively as either medical/surgical, intensive care, coronary care, burn, pediatric (Level I or Level II), pediatric intensive care (Level III), maternal (obstetrics), or neonatal intensive care beds (Level III), as determined by EOHHS.
Acute Hospital RFA ( the “RFA”) – The solicitation document issued annually by EOHHS that sets forth rates of payment, payment methods and other requirements for Acute Hospitals that agree to participate as Providers in the MassHealth program. The current Acute Hospital RFA can be located on COMMBUYS, the state procurement website by searching under Bid Number S161478, or by going to: https://www.commbuys.com/bso/external/bidDetail.sdo?docId=S161478-vCurrent&external=true&parentUrl=bid. Bidder — The entity that submits a Response to this RFR. Contract — The agreement resulting from this RFR, executed between the selected Bidder and the University to accomplish the purposes specified in this RFR. The Contract shall include: the University’s Contract for Services Purchased, the Business Associate Agreement (see Section 6), and all amendments and attachments to the University’s Contract for Services Purchased, including the scope of services. If subsequent to the issuance of this RFR, the University amends any of the documents referenced above, the Contract may substitute the most recent version of the referenced document. Contractor — The entity that enters into the Contract with the University. Data Privacy and Security Laws - these shall include, but are not limited to, the following laws, regulations, and policies and procedures (which are subject to change at any time): MGL c. 93H; MGL c. 93I; MGL c. 66A; 45 CFR Parts 160, 162 and 164;Executive Order 504; 101 CMR 16; 42 CFR 431.300-307; 42 CFR Part 2; 45 CFR 95.621; University of Massachusetts Medical School RFR for Acute Hospital Clinical Performance Measurement System
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MGL c. 66 § 10; MGL c. 4 § 7(26); ARRA § 13402; MGL c. 118E § 49; 42 USC § 1396a(a)(7); IRS Publication 1075; 201 CMR 17.00; PCI-DSS; ISO 27002; NIST 800-53; and ITD Policies and Procedures. Executive Office of Health and Human Services (“EOHHS”) - The single state agency that is responsible for the administration of the Massachusetts Medicaid (“MassHealth”) Program, pursuant to M.G.L. c.118E and Titles XIX and XXI of the Social Security Act and other applicable laws and waivers. EOHHS Enterprise Technology Standards - Executive Office of Health and Human Services (“EOHHS”) documents and resources available to application developers currently working with, or proposing to work with EOHHS. They are meant to serve as a guide to developers when navigating through the visual and technical standards required by the Commonwealth. The selected Contractor will work with EOHHS IT representatives to conform to these standards. The standards can be found at: http://www.mass.gov/eohhs/gov/commissions-andinitiatives/enterprise-technology-standards-documentation.html. EOHHS Technical Specifications Manual for MassHealth Acute Hospital Quality Measures– Comprehensive manual used by Acute Hospitals for data reporting that contains technical details on data element definitions, clinical algorithms for inclusion and exclusions that apply to numerators/denominators, sampling guidelines, data abstraction tools, XML schema, data dictionary, portal system requirements, Medicaid payer source code instructions, race/ethnicity codes, and more. The most recent version, Version 7.0, is available at: http://www.mass.gov/eohhs/docs/masshealth/acutehosp/ry2014-eohhs-tec-spec-manual-acutehosp-quality-measures7-0.pdf. MassHealth (also “Medicaid”) - The Medical Assistance Program administered by EOHHS to furnish and pay for medical services pursuant to M.G.L. c.118E and Titles XIX and XXI of the Social Security Act, and any approved waivers of such provisions. MassQEX Web Portal (“Web Portal”) – The portal system currently in place that serves as the mechanism for collecting and processing the exchange of quality measures data files between participating Hospitals and EOHHS. The current portal can be viewed (but not logged into) at: http://massqex.ehs.state.ma.us/massqex/index/index. Member - An individual determined by EOHHS to be eligible for assistance under the MassHealth program. National Hospital Inpatient Specifications Manual – A common set of measure specifications documentation used by both CMS and The Joint Commission with a common data dictionary, measure information forms, and algorithms. The goal is to improve quality, minimize data collection efforts for these common measures and focus efforts on the use of data to improve the healthcare delivery process. The manual can be found by going to: https://www.qualitynet.org/dcs/ContentServer?c=Page&pagename=QnetPublic%2FPage%2FQnetTier2&cid=11416 62756099. Pay-for-Performance Program (“P4P Program” or “P4P”) – MassHealth’s method for quality scoring and converting quality scores to rate payments contingent upon Hospital adherence to quality standards and achievement of performance thresholds and benchmarks in accordance with the provisions of the Acute Hospital RFA. Project Manager – The Contractor’s primary contact for Contract performance and ongoing day-to-day management of the activities described in this RFR, as specified in Section 1.6. The Project Manager should have sufficient authority to make programmatic decisions. Provider – Individual/entity that has a contract with EOHHS to provide medical goods or services to Members. Quality Improvement Organization (“QIO”) – Private, mostly not-for-profit organizations contracted by CMS, staffed mostly by professionals (mainly doctors and other health care professionals), who are trained to review medical care and help beneficiaries with complaints about the quality of care and to implement improvements in the quality of care available throughout the spectrum of care. Each state has one (1) QIO entity. QIO-like Entity - Organizations that meet the requirements in Section 1152 of the Social Security Act and 42 CFR Part 475, and are designated as QIO-like Entities by CMS. QIO-like Entities can perform two (2) different, but University of Massachusetts Medical School RFR for Acute Hospital Clinical Performance Measurement System
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similar, activities: (1) medical and utilization review functions and (2) annual, independent, external reviews of the quality of services furnished under each state contract with a managed care organization (“MCO”). Rate Year (“RY”) - The period beginning October 1st and ending the following September 30th. RY15 begins October 1, 2014. Response — Any information submitted by the Bidder in response to the requirements outlined in this RFR, including any clarifying information requested by the University.
1.6. Scope of Services and Other Specifications The University is seeking a Contractor to undertake projects that support the Acute Hospital value-based purchasing initiative aimed at improving quality and cost-effectiveness of care delivery for MassHealth Members. The University is seeking a new Contractor to replace the incumbent contractor that formerly operated the clinical performance measurement system. The successful Bidder shall support the MassHealth Acute Hospital Pay-forPerformance (“P4P”) Program quality reporting required under the EOHHS Acute Hospital RFA RY contract. This quality purchasing program is a health reform legislative mandate under M.G.L. c.118E § 13B, which requires Acute Hospital rate payment increases be contingent on adherence to quality standards and achievement of performance thresholds and benchmarks, including reduction of racial and ethnic disparities. There are currently sixty-six (66) Hospitals that are required to collect and report quality data pursuant to the Acute Hospital RFA. The Contractor's responsibilities regarding the MassHealth Hospital clinical performance measurement system shall include activities primarily focused on collecting, warehousing, processing, and performing analysis of quality measures data reported by Hospitals under the applicable Acute Hospital RFA RY periods. The performance measurement system infrastructure and secure Web Portal must be up-to-date and fully operational on March 15, 2015. All system infrastructure for the collection, warehousing, processing and hosting of data reported by Hospitals must be located in the United States. The scope of work also includes management of Web Portal data repository infrastructure, measures analysis and performance monitoring, providing customer support, measures development, project administrative management, and providing reports to EOHHS and the University. The Contractor shall operate and maintain the Acute Hospital clinical performance measurement system consistent with the EOHHS Enterprise Technology Standards and the EOHHS Technical Specifications Manual for MassHealth Acute Hospital Quality Measures. This proposed system must accommodate the different types of information required to evaluate and determine performance based incentive payments that are part of the MassHealth Hospital P4P Program. The goals of the Contractor scope of service include, but are not limited to, the following: a) Increase accuracy of quality measurement and reporting specifications across Hospitals to avoid unnecessary risk associated with determining performance-based incentive payments. b) Provide Hospitals with reports on progress towards meeting data quality standards and achieving performance benchmark goals on measures required in the Acute Hospital RFA. c) Assist EOHHS with development and maintenance of Hospital quality measurement system operations that support areas of strategic importance for MassHealth which include, but are not limited to: high volume, high cost, high risk and problem prone clinical encounters (i.e., system coordination, overuse, preventability, etc.). These areas of strategic importance are subject to change based on state and federal standards. The Contractor shall develop, implement and manage the following project deliverables: 1. Web Portal Infrastructure. The Contractor shall work with the MassQEX Web Portal infrastructure, which has both XML file transfer and online data entry capabilities. The MassQEX Web Portal serves as the singular mechanism for collecting and processing the exchange of quality measures data files between Hospitals and EOHHS. At a minimum, this shall include the following: University of Massachusetts Medical School RFR for Acute Hospital Clinical Performance Measurement System
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a) Host the MassQEX Web Portal infrastructure in a secure environment so that it is fully operational and ready to receive hospital quality data by March 15, 2015. The components required to make the portal functional include:
hardware to handle a multi-dimensional Oracle database; firewall hardware; load-balancing hardware; virtual server hardware and software; database software; and report generating software.
b) Ensure continued compliance of the MassQEX Web Portal with Data Privacy and Security Laws and EOHHS Enterprise Technology Standards to collect, warehouse and process all clinical data files being submitted by Acute Hospitals, and generate data completeness reports for EOHHS to review prior to beginning any analysis. EOHHS further requires that any system that is interconnected (through an active connection, such as a network link, or a passive connection, such as a nightly data feed) with an EOHHS system containing federal Hub-derived individually identifiable information shall be maintained consistent with the principles set forth in National Institute of Standards and Technology standard: NIST 800-53 – Information Security, moderate standard. c) Operate, maintain and update information technology specifications for operating the MassQEX Web Portal system environment. This includes system security plan procedures for electronic, patient-level, data file exchange processes between Hospitals and EOHHS, including guidelines for the secure portal requirements and secure data transmission, data authentication controls, processing and testing of data files submitted by Hospitals, and network infrastructure to support database controls and a disaster recovery plan. d) Operate, maintain, and update the Web Portal technology tools and supporting applications to be used to accept electronic data files, including how the clinical and Medicaid-unique data elements for payer and race/ethnicity codes will be captured, and the specifications to be used to perform submission audits and checks to ensure completeness of data reported by Hospitals. e) Operate, maintain and update all Web Portal technical specification technology tools and software applications applicable to measurement specifications, including Web Portal static content that must be fully operational to meet the quality measures reporting requirements prior to the release of each Acute Hospital RFA RY period. f) Operate, maintain and update annual Web Portal profile reports to keep EOHHS informed on Hospital compliance with Web Portal reporting and data completeness requirements, including periodic updates on authorized Web Portal user accounts. 2. Clinical Measures Data Validation. The Contractor shall develop a data validation infrastructure for Hospital reported measures data and perform validation of the data after each data submission period to ensure that accuracy and reliability standards are being met. The metrics apply only to Medicaid payer patients (managed care and fee for service). Detailed information on clinical measure (inclusion/exclusion) algorithms is published in the EOHHS Technical Specifications Manual for MassHealth Acute Hospital Quality Measures. For the PN, SCIP, ED, CAC measures, additional algorithms can be found in the National Hospital Inpatient Specifications Manual, posted on the QNET website. Due to the lapse in data reporting during the transition time period, the initial data submission will include a larger than typical amount of data. As a result, the Contractor should expect to conduct a significant amount of validation work after the initial submission period. At a minimum, Clinical Measures Data Validation shall include the following: a) Implement and update the sampling strategy to be used for chart record review, standards for reabstraction, clinical reviewer abstraction tools, and procedures to ensure inter-rater reliability standards and statistical rigor of the data quality review process for all quality measure sets required by EOHHS. University of Massachusetts Medical School RFR for Acute Hospital Clinical Performance Measurement System
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Measure sets currently being collected can be found in Section 7.3 of the Acute Hospital RFA. These measure sets change annually. b) Perform chart data validation after each data submission period. The Contractor is expected to respond to requests from EOHHS on behalf of the Hospitals for reevaluation of validation results after completion of all data submission cycle for a given rate year. EOHHS will make the final determinations regarding the reevaluation of data validation results. c) Implement and update the criteria and methods used to perform validation of Hospital reported measures data, including statistical analytic techniques for calculating data validation scores, determining when the reliability standards threshold has been met, and indicators for tracking comparative year performance trends. d) Implement and update the criteria and methods that shall be used to keep EOHHS and Hospitals updated on adherence to data quality standards including Hospital-level reports that provide periodic feedback (interval to be determined) on measure validation results and indicators for EOHHS to track satisfactory of Hospital validation results. e) Maintain a “validation guidelines manual” which documents the specific criteria that applies to each years’ validation procedures, including a focus on which measures will be validated, sampling sequence order applicable each RY, data element scoring criteria, calculation rules for validation scoring, and statistical techniques to set reliability thresholds for meeting data quality standards. 3. Hospital Performance Assessment. The Contractor shall support EOHHS with monitoring Hospital performance. At a minimum, this shall include the following:
a) Implement and update the criteria and methods that will be used to perform analysis of Hospital-reported measures data, including statistical techniques to be used for calculating measures rates and benchmarks for meeting annual performance thresholds as defined in the Acute Hospital RFA.
b) Update EOHHS and Hospitals on progress towards performance goals by providing Hospital-level reports that include annual feedback on measures-level results and indicators for EOHHS to track satisfactory Hospital performance outcomes.
c) Develop criteria and methods to incorporate calculation of Hospital quality measure category performance score in annual Hospital-level measures reports, using guidelines defined in the Acute Hospital RFA, to be used by EOHHS for calculating final incentive payments.
d) Maintain a “measure calculation guidelines manual” which will document the specific criteria (inclusion/exclusion) that apply to Hospital-level measure calculation procedures for each RY, including adjustment to criteria, or methods that may impact comparative-year calculations on each measure and aggregate analysis of Medicaid-payer stratified data sets, as requested by EOHHS.
e) Provide recommendations to revise performance assessment methods, and determine criteria for when to add or retire Hospital quality measures, based on analysis of Hospital-reported findings. 4. Customer Support Services. The Contractor shall provide technical support to EOHHS and Hospitals on all aspects of quality measures reporting and operations. At a minimum, this shall include the following: a) Establish a customer support helpdesk to address technical inquires associated with all aspects of data collection/reporting specifications, chart validation requirements and measure report results, including maintaining helpdesk statistics to inform improvement of performance measurement system operations. b) Implement a stakeholder communication plan that, at a minimum, includes a listserv mechanism to keep Hospitals and EOHHS informed on updates relevant to Acute Hospital RFA measures, portal data collection, reporting, and timeline requirements. University of Massachusetts Medical School RFR for Acute Hospital Clinical Performance Measurement System
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c) As requested by EOHHS, conduct technical sessions to update EOHHS and Hospitals on progress of performance results and best practices (via in-person meetings, webcasts and conferences). d) Monitor the effectiveness of customer support processes and recommend to the University and EOHHS ways in which customer support processes could be improved. 5. Hospital Performance Monitoring. The Contractor shall support EOHHS in monitoring Hospital performance. At a minimum, this shall include the following: a) Develop processes to notify EOHHS of Hospital progress toward achieving quality performance goals, including criteria to identify non-compliance with data reporting requirements and providing recommendations to EOHHS to improve performance monitoring. b) Develop criteria and methods to identify Hospitals that are not achieving quality performance goals and recommend strategies to EOHHS to be used to improve Hospital performance. c) Develop criteria and methods to be used to address appeals for contesting calculation of validation scoring, measure rate results, or Hospital failure to meet data completeness requirements, as defined in the Acute Hospital RFA, including conducting an audit trail, providing recommendation memos to EOHHS and informing Hospitals of the final decision made by EOHHS. d) Periodically, but at least annually, review the Hospital performance monitoring activities outlined in this Section 2.2(5) and make recommendations to both the University and EOHHS regarding potential improvements to the processes. Implement those changes upon approval of the University and EOHHS. 6. Measures Development. The Contractor shall assist EOHHS with development and maintenance of inpatient quality and safety measure initiatives appropriate for value-based purchasing. At a minimum, this shall include the following: a) Develop criteria and methods to be used to update the EOHHS Technical Specifications Manual that contain detailed instructions for measures data collection and transmittal procedures that apply to each RY quality reporting requirements. b) Develop criteria and methods to expand clinical performance measurement system operations across a broader-spectrum of quality domains (effectiveness, efficiency, safety, patient-centered, timeliness, equitable care), including criteria for Hospital level data validation, measure calculation, analysis methods and criteria to add or retire measures. c) Develop criteria and methods to be used to incorporate claims-based outcome measures, including standards for measures selection, validation of data quality, statistical testing of reliability for minimum case threshold requirements and risk adjustment to account for other factors. 7. General Project Administration. The Contractor shall keep EOHHS and the University updated on progress towards meeting all project deliverables. At a minimum, this shall include the following: a) Annual Work Plan. The Contractor shall develop and implement administrative and reporting procedures to keep EOHHS updated on progress towards meeting all project deliverables. At a minimum, this shall include establishing a mutually agreed upon work plan at the beginning of the Contract period that outlines the transition period, strategies, goals, objectives, detailed tasks, timelines and the type of staffing required to implement activities associated with all project deliverables. b) Annual Progress Report. The Contractor shall prepare a yearly executive progress report for EOHHS that includes a summary of key findings on Hospital performance and recommendations to improve clinical performance measurement system operations. University of Massachusetts Medical School RFR for Acute Hospital Clinical Performance Measurement System
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c) Hospital Reports Archives. The Contractor shall develop methods to maintain, archive and provide EOHHS with annual documentation of all project deliverable reports generated under this scope of services in user-compatible formats. This includes yearly web-portal reports, all validation and performance measure report results mailed to Hospitals, aggregate EOHHS Hospital performance results, and reports associated with payment appeals required for audit trail purposes. d) Recommendations. Periodically, but at least annually, review these reports and make recommendations to the University and EOHHS regarding improvements to the clinical performance monitoring system for which the Contractor is responsible. Implement such changes upon approval of the University and EOHHS. 8. Contractor Administrative Responsibilities. a) Hours of Operation. The Contractor shall be open during normal business hours (Monday through Friday, 8:00 a.m.-5:00 p.m. Eastern Standard Time) and be adequately staffed to operate the P4P Program, with the exception of the following holidays: New Year’s Day, Martin Luther King Day, Presidents’ Day, Patriot’s Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day, the day after Thanksgiving, the day before Christmas and Christmas Day. The Contractor shall not close its office for business at any time that the University’s offices are open for business without prior approval from the University. The Contractor shall also arrange for toll-free telephone and fax numbers to be made available to Providers and Members for areas outside of Contractor’s direct-dialing area. b) Location. If the Contractor does not maintain an office in or near Massachusetts, the Contractor must have administrative practices that will meet the requirements of the Contract, such as the ability to participate in meetings and have interactions with EOHHS, the University, and participating Hospitals in Massachusetts as needed. Additionally the Contractor shall ensure that any out-of-state location will not increase any burden, financial or otherwise, on participating Hospitals (i.e. mailing costs, etc.). c) Customer Relations. The Contractor shall maintain a good working relationship with the University and EOHHS at all times. d) Telephone Capacity. The Contractor shall: i.
Respond to all incoming calls within one (1) business day.
ii.
Maintain a toll-free telephone number with voicemail or answering machine service at all times beyond regular business hours to receive all Provider and Member inquiries. The Contractor shall return any recorded messages within the next business day. The Contractor shall inform all Providers of its toll-free telephone number and of any subsequent change to that number.
iii.
Maintain a fax machine with a toll-free number to accept Provider transmissions. The Contractor shall inform all Providers of its toll-free fax number and of any subsequent change to that number.
iv.
The Contractor shall monitor the number of calls processed, any issues reported and the resolution of all issues, as well as the number of abandoned calls, on an ongoing basis.
e) Staffing Requirements. The Contractor shall identify and provide staff with the technical and clinical skills required to host, maintain and operate the Hospital clinical performance measurement and reporting system that meets national guidelines for measurement and reporting. This includes, at a minimum, senior physician staff, clinical nurse reviewers, information technology experts, customer service and helpdesk staff, biostatisticians and analysts required to perform the scope and volume of work outlined in this RFR. f) Project Manager. The selected Contractor will provide the University and EOHHS with one (1) Project Manager who will be the primary contact person for all aspects of performance under the Contract. University of Massachusetts Medical School RFR for Acute Hospital Clinical Performance Measurement System
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i.
The Project Manager must, at a minimum, meet the following qualifications: -
Hold a Bachelor’s degree in Business, or a related field. An MBA is preferred; A minimum of four (4) years of experience as an account manager or project manager within a Healthcare or insurance environment; and Experience managing client implementations and relationships.
ii.
The Project Manager will attend meetings in-person and/or through conference calls on a frequency determined by EOHHS and the University.
iii.
The Project Manager will attend additional meetings or conference calls on an as needed basis in the event of any significant change to the clinical performance measurement system or the Acute Hospital P4P methods used by MassHealth;
iv.
If, at any time during the term of the Contract, the Project Manager needs to be replaced, the Contractor must first get approval from EOHHS and the University before assigning a new Project Manager and provide to the University and EOHHS the proposed new Project Manager’s resume and any other information about the individual reasonably requested.
v.
In the event of unavoidable scheduling conflicts, the Project Manager may designate other appropriate individual(s) to attend meetings or conference calls, so long as the designee is prepared and qualified to actively participate in the discussion and to provide any required updates and advance notice is provided to EOHHS and the University.
g) Recordkeeping Requirements. The Contractor shall securely maintain all reports, letters, healthcare records and medical documentation for the duration of the Contract. At the end of this retention period, the Contractor shall transfer the records to EOHHS, or handle them in accordance with instructions from the University. The Contractor shall submit all records, in CD-ROM format, to EOHHS after each calendar-year data collection and analysis is complete for the particular Acute Hospital RFA RY, and upon request. h) Transition Tasks. In order to ensure that there is no disruption to the MassHealth program and that the collection, storage and analysis of Hospital quality measures data is kept intact during the initial few months at the beginning of the Contract term (“Transition Term”), the selected Contractor will be required to perform various transition tasks, as deemed necessary by the MassHealth program and the University to ensure a smooth transition of the clinical performance measurement system from the incumbent contractor to the new Contractor. The Contractor shall implement a transition plan for the performance of the transition tasks, which shall include the following deliverables: i.
Host, operate and maintain the MassQEX Web Portal for reporting by Acute Hospitals of Hospital quality measures data as part of the comprehensive clinical performance measurement system;
ii.
Establish a secure data warehouse for preserving the Hospital quality measures data reported by Acute Hospitals as part of the comprehensive clinical performance measurement system;
iii.
Accept and load current Hospital quality measures data provided by EOHHS or its designee;
iv.
Accept and load historic Hospital quality measures data provided by a predecessor, which will include Hospital quality measures data that were collected on, or prior to, August 1, 2014; and,
v.
Implement and update a process for performing validation of Hospital quality measures data reported by Acute Hospitals to ensure that adherence to data accuracy and reliability standards outlined in the Acute Hospital RFA are being met.
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i)
j)
Turnover Plan: Responsibilities upon Contract Termination. The Contractor shall be prepared to execute a turnover plan which may be executed if any, or all, of the scope of services described in the Contract are transitioned to a new Contractor at termination of the Contract. In order to ensure that there is no disruption to the MassHealth program, and also to ensure that the collection, storage and analysis of Hospital quality measures data is kept intact during the turnover period, the Contractor’s detailed turnover plan must include, at a minimum, the following tasks: i.
Work cooperatively with EOHHS, the University and any successor contractor to ensure smooth and uninterrupted transition of the clinical performance measurement system and the Acute Hospital P4P methods used by MassHealth and all essential operational functions;
ii.
Refer and recommend staff to any successor contractor, where appropriate;
iii.
Transfer to the University, or its designee, all Contract-related data and information requested by the University in the format and manner specified by the University; and,
iv.
Complete all work determined by the University to be “still in progress”, including all responsibilities started before termination, in accordance with all requirements and timeframes specified in the Contract.
Ad Hoc Requests. In addition to the above-referenced deliverables, the Contractor shall, on occasion, be called upon to respond to ad hoc requests for additional information.
1.7. New Initiatives and Program Modifications The University reserves the right, at its sole discretion and at any time prior to or during the Contract term, to change any scope of work or portion thereof, whenever, in the University’s judgment, the University’s goals have been modified in any way that necessitates such changes. In the event that the scope of work for any task(s) or portions thereof must be changed, the University shall notify the Contractor in writing and negotiate appropriate changes to the Contract, if any. Notwithstanding the generality of the foregoing, the University reserves the right to amend any Contract resulting from this RFR to implement new initiatives or to make program modifications related to: a)
new programs of any of the University’s clients;
b)
expansion, reduction, or restructuring of existing programs of any of the University’s clients;
c)
other programs related to University business; or
d)
programs resulting from state or federal legislation or other regulatory initiatives that may affect in whole or in part any of the components of the program.
Bidders should also refer to RFR Section 2.5: Amendments to the RFR, and Section 28 of the University’s Contract for Services Purchased found in Section 6 of the RFR.
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Section 2.
Procurement Process
2.1. Questions Written inquiries must be sent to Julie Merrill-Wisell, Assistant Director of Purchasing at the University of Massachusetts Medical School, Purchasing Department:
by email to
[email protected] (email is preferred); by mail to 333 South Street, Purchasing Department, Shrewsbury, MA 01545; or by fax to (508) 856-7880 [telephone (508) 856-3913]
The University will review written inquiries received before the due date and, at its discretion, prepare written answers to questions which the University determines to be of general interest. Any written answers will be made available to all identified prospective Bidders. The written answers will be posted on the COMMBUYS website (https://www.commbuys.com/bso/login.jsp). Only written answers are binding on the University.
2.2. Communications Prospective Bidders are prohibited from communicating directly with any employee of the University regarding this RFR, except as specified in this RFR, and no other individual University employee or representative is authorized to provide any information or respond to any question or inquiry concerning this RFR except the University representative named in Section 2.1: Questions of this RFR. The University reserves the right to disqualify any Bidder that violates this section.
2.3. Certification of Non-Collusion Pursuant to M.G.L. c. 7, s. 22 (20), the Bidder shall certify in its Transmittal Letter under penalties of perjury that its Response is in all respects bona fide, fair, and made without collusion of fraud with any person. As used in this section, the word “person” shall mean any natural person, joint venture, partnership, corporation, or other business or legal entity. The University may, by written notice to the Bidder, terminate the right of the Bidder to proceed under any Contract that may result from this RFR if the University determines that gratuities in the form of entertainment, gifts, or otherwise were offered or given by the Bidder, or agency or representative of the Bidder, to any officer or employee of the University with a view toward securing the Contract or securing favorable treatment with respect to any determination regarding the Contract and as set forth in M.G.L. c. 268A.
2.4. Modification or Withdrawal of Responses A Bidder may modify or withdraw a Response prior to the Response due date and time stated in Section 1.3: Response Due Date and RFR Timetable. A withdrawal or modification may be (1) submitted in writing and signed by an authorized representative of the Bidder, or (2) made in person at the Purchasing Department, provided adequate identification is shown by the Bidder or its authorized representative. Telephonic withdrawals, but not modifications, will be accepted, provided the Bidder mails written confirmation to the University postmarked on or before the date and time Responses are due.
2.5. Amendments to the RFR The University reserves the right to amend, alter, or cancel the RFR at any time prior to the deadline for submission of Responses. If such action is necessary, notice will be provided in the same manner in which the RFR was released. Bidders are solely responsible for checking COMMBUYS for any addenda or modifications that are subsequently made to this RFR. The University accepts no liability and will provide no accommodation to interested parties and Bidders who fail to check for amended RFRs. University of Massachusetts Medical School RFR for Acute Hospital Clinical Performance Measurement System
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2.6. Evaluation of Responses An evaluation committee will be established to review all Responses and to identify the Bidder that will provide the best value to the University. The evaluation committee will recommend a Bidder to execute the Contract. A. Evaluation Criteria The evaluation committee will evaluate the Bidder’s Response based on relevant experience, staffing capacity to provide the services, financial condition and information obtained from references. The evaluation committee shall qualitatively rate each Bidder’s Services Response by evaluating it for comprehensiveness; feasibility; appropriateness; clarity; effectiveness; innovation; and responsiveness to the needs of the University and its clients and responsiveness to the goals of the initiative set forth in Section 1.6: Scope of Services and Other Specifications. The evaluation committee will:
evaluate the Services Responses in accordance with the criteria above; assign a composite rating of “Excellent”, “Very Good”, “Good”, “Fair”, or “Poor” for each section of the Services Response evaluated; assign each of the Services Responses an overall rating; and compare the Services Responses to one another.
When evaluating each Bidder’s Cost Response, the evaluation committee will consider reasonableness and competitiveness. Cost will be one factor, but not the sole factor, in the committee’s evaluation. The University reserves the right to consider such other relevant factors as it deems appropriate in order to obtain services and terms of the best overall value to the University and its clients. The University and a selected Bidder may negotiate a change in any element of Contract performance or cost identified in the original RFR or the selected Bidder’s response which results in lower costs or a more cost effective or better value than was presented in the selected Bidder’s original Response. B. Clarification of Responses The evaluation committee may determine that some element of a Bidder’s Response requires clarification to verify its responsiveness to the RFR, or to facilitate a fair comparison with competing Responses. In such cases, the committee may seek clarification from the Bidder. Clarification may include a request to submit additional materials, and/or an invitation to a Bidder to come to the University for a personal interview or presentation. In addition, the University may schedule an onsite visit to the Bidder’s business locations. The University, in its sole discretion, will determine which Bidders, if any, will be asked to make an oral presentation. Oral presentations may be held to allow the Bidder to clarify details or further inform the committee regarding the Bidder’s organization or Response, but not to change or correct the original Responses in any way. Oral presentations shall not be open to the public. The committee shall schedule the time and location of any oral presentation. Failure of a Bidder to agree to a date and time for an oral presentation may result in rejection of the Bidder’s Response. C. Rejection of Responses The right is reserved to reject any and all Responses, to omit an item or items, or to accept any Response deemed best for the University. The University makes no guarantee that a Contract, or any other obligation to purchase any commodities or services, will result from this RFR. The University reserves the right to waive technicalities, irregularities, and omissions if, in the opinion of the University, they are insubstantial and to do so will serve the best interest of the University.
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The University may determine that a Response does not comply with the submission instructions and is nonresponsive to the RFR. The University reserves the right to reject that Response. D. Selected Bidder The University will send written notice to the Bidder (or Bidders, if applicable) selected as a result of this RFR. If the selected Bidder fails to sign the Contract offered for the Bidder’s acceptance within a reasonable period of time, the University may determine that the Bidder has abandoned the Contract and shall be free to select another entity with which to execute the Contract. This RFR is not an offer to enter into an agreement with any party. It is a request to receive Responses from Bidders interested in providing the services specified herein. Nothing in this RFR, or in the University’s acceptance of any proposal in whole or in part, shall obligate the University to execute a Contract.
2.7. Debriefing The University may conduct debriefings for non-selected Bidders, if requested within fourteen (14) calendar days of the University’s announcement that it has selected a Bidder. The University will provide debriefing guidelines in advance of each debriefing. Requests for debriefing shall be made in writing to the individual identified in Section 2.1: Questions of this RFR.
2.8. Massachusetts Public Records Law All Responses and related documents submitted in response to this RFR become public records and are subject to the Massachusetts Public Records Law, M.G.L. c. 4, s. 7 (26) and M.G.L. c. 66, s. 10. Any statements in submitted Responses that are inconsistent with these statutes will be disregarded.
2.9. Response Instructions A. General Requirements (1) Responses to this RFR must consist of one original, 7 copies, and two electronic copies of each of the following three separate documents: a. the Bidder’s Services Response as described in Section 3; b. the Bidder’s Business Response as described in Section 4; and c. the Bidder’s Cost Response as described in Section 5 (attachments J and K). The electronic version of the Response documents must consist of IBM-compatible CDs or USB flash drives. Each of the two CDs/USBs must contain one copy of each of the Services, Business, and Cost Response, saved as separate documents on each device. The Bidder is responsible for ensuring that there are no discrepancies between the electronic and paper copies submitted to the University. If any discrepancies between the versions exist and the University relies upon an element of one version or the other, which may not be the version that the Bidder intended, the Bidder nonetheless shall be bound by the submission to the University. (2) The paper copies of the Services, Business, and Cost Response must be submitted in three (3) separate, sealed envelopes for each of the three types of Responses. The two electronic copies must be submitted in another separate sealed envelope. All the envelopes/packages may be shipped in the same box or package; however, each Response type must be separately wrapped and labeled. The Response package should include a total of four envelopes that can be sent together in one package, including: a. Envelope one – (1) original and seven (7) copies of the Services Response; b. Envelope two – (1) original and seven (7) copies of the Business Response; c. Envelope three – (1) original and seven (7) copies of the Cost Response; University of Massachusetts Medical School RFR for Acute Hospital Clinical Performance Measurement System
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d. Envelope four – (2) CDs or USB flash drives with electronic copies of the Services, Business, and Cost Response saved as separate documents on each device. (3) Bidders that submit information about subcontractors must place the subcontractors’ information with the corresponding Response envelope (i.e. the subcontractor’s business information must be placed in the sealed envelope that contains the Bidder’s Business Response). (4) Each original and copy must be clearly labeled as such, and state: a. the title and number of this RFR; b. the bidding entity’s legal name; and c. the type of the Response document (i.e. Business Response). (5) Each original and copy of the Response shall be formatted as follows: a. Typed, in the equivalent of 11-point font (or larger), except in tables and graphs, where 10-point font may be used, single-spaced, double-sided with one-inch or greater margins; b. Reproducible (Bidders should submit materials in a format that allows for easy removal and recycling of paper materials); c. Each page should include the bidding entity’s legal name in a header or footer for easy identification; d. Signed in blue ink, where signatures are required (only required for the original version of the Response). Handwritten alterations to Response documents must be initialed by the person signing the Responses, or by his/her authorized designee. Failure to do so may result in rejection of the Response. (6) Electronic media submissions such as videotapes, audiotapes, CDs or DVDs – other than the required electronic copy on CD/USB – will not be accepted. Fax and e-mailed Responses will not be accepted. (7) If there is a page limit for the Bidder’s Response, it will be clearly stated in the instructions for the Services, Business, and/or Cost Response. Pages submitted beyond the page limit, if any, may be disregarded by the evaluation committee. Attachments, such as sample materials, charts, and other supporting documentation explicitly required by this RFR, are not counted in calculating the Bidder’s page limits. However, except where attachments are specifically allowed, Bidders may not expand its Responses to the programmatic questions with attachments. Do not submit unnecessary samples, attachments or documents not specifically requested. B. Organization of Response (1) The Bidder shall respond to each item in the order in which it appears in the RFR, and shall use headings and numbering to match the corresponding section from the RFR. (2) Each section of the Response shall be separated by a tabbed (or otherwise similarly indicated) page that references the RFR section number and heading. (3) The University assumes no responsibility to consider or review materials submitted by Bidders that were not requested by the University or that are not in accordance with the University’s instructions. C. Submitting Responses to the University Bidders must mail or hand-deliver Responses to the address in the box below. Each envelope must include the following information on the outside of the package, as indicated in the box below. The Request for Response Number must be referenced on the outside of the package
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The University strongly recommends that Responses be shipped using a nationally recognized commercial delivery service that provides a tracking system for the package and that you monitor it to ensure it arrives on time. It is the Bidder’s responsibility to ensure that the package is marked with all the required information (as listed in the box above) and to monitor/confirm timely delivery to the University. The University will not notify you upon receipt of the Response. A Bidder may contact the individual named in Section 2.1: Questions to confirm that the Response was received. Julie Merrill-Wisell Assistant Director of Purchasing University of Massachusetts Medical School Purchasing Department 333 South Street Shrewsbury, MA 01545 ___________________________________________________________________ Request for Response Number: CW15-JM-0003-0001 Response Due Date: 09/26/2014 at 2:00 P.M.
D. Directions to Drop off Proposals Bidders may hand-deliver Responses to the address below: Julie Merrill-Wisell Assistant Director of Purchasing University of Massachusetts Medical School Purchasing Department 333 South Street Shrewsbury, MA 01545 Phone: (508) 856-3913 Click here to see map
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Section 3. Services Response Requirements 3.1. Services Response The Bidder’s Services Response must explain how the Bidder would meet the needs of the University as described in this RFR, and more particularly in Section 1.6: Scope of Services. In the Services Response, the Bidder shall provide the information specified in the subsections below. A. Bidder’s History and Experience The Bidder shall provide a brief history of its organization, including organization name (and parent company, if applicable), organizational overview, description of the business units into which the Bidder is organized, a listing of products and services offered by the Bidder, and the Bidder’s website URL (if available). The Bidder shall provide the following information: (1) A description of the Bidder’s experience and any necessary documentation that demonstrates the Bidder meets the minimum requirements defined in Section 1.2: Minimum Qualifications. (2) A description of the Bidder’s experience providing data measurement reporting services, including the Bidder’s experience implementing projects similar to the services requested in this RFR. (3) A list of any government entities with which the Bidder has contracted within the past five (5) years to perform services similar to those requested in this RFR, and the specific activities the Bidder performed under any such contracts. For each government contract, the Bidder must state the following: a. the contract name; b. the name of the procuring government agency; c. the name, title, email address, and telephone number of a person at the government entity who can respond to inquiries about the Bidder’s involvement with the project; d. the specific activities the Bidder performed under the contract; and e. the dates of performance. (4) A statement as to whether any government entity has, in the past five (5) years, terminated early any contract with the Bidder and, if so, an explanation providing relevant details. (5) A list of all contracts with non-governmental entities, in the past five (5) years, that have been terminated for cause on the part of the Bidder’s organization. For each contract, include: a. the dates of the contract; b. the name of the entity with which the Bidder contracted; c. a detailed explanation of the circumstances of the termination; and d. the final resolution of the matter. B. Project Description The Bidder shall provide a description of how it intends to provide in response to this RFR. The project description must include:
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(1) Portal Infrastructure. Propose the methods to be used to host, operate, maintain, and update the MassQEX Web Portal that will be used to collect, warehouse, and analyze Hospital clinical performance measures data required in the Acute Hospital RFA, including the following: a. A description of the Bidder’s plan for hosting the MassQEX Web Portal, including a description of the information technology infrastructure services system relevant to security, confidentiality and availability. b. A description of all hosting equipment (hardware and physical controls) that the Bidder proposes to use for performance of the Contract, including the hosted system’s location. c. A description of the service levels that the Bidder will implement, focusing specifically on uptime and time periods not included in the Bidder’s uptime assessment. d. A description of the technology tools and supporting applications to be used to accept electronic data files, including how the Medicaid-unique administrative data elements for payer and race/ethnicity codes will be captured, and the specifications to be used to perform data edits and checks to ensure completeness of data. (2) Data Validation. Describe the process for performing validation of measures to ensure accuracy and reliability of Hospital reported data that, at a minimum, includes the following: a. A description of the type of staff and sources of data to be used for data validation, including: sampling principles and strategy for chart re-abstraction; how the data validation tools will be designed and tested to ensure reliability standards are met: the processes to ensure clinical reviewer inter-rater reliability: and statistical rigor of data quality review process. b. A description of the process for implementing and updating the statistical techniques, methods, and tools to be used to evaluate data quality performance including calculation of data validation rates, reliability thresholds, and trend and track comparative performance in Hospitals. c. A description of the methods and criteria to be used to disseminate data quality performance results, including the mechanisms to provide quarterly and yearly Hospital-level reports, and indicators to track satisfactory outcomes for data quality performance. (3) Hospital Performance Assessment. Describe the process for implementing and updating the methods used to perform analyses of clinical measures data using the performance assessment model required in the Acute Hospital RFA that, at a minimum, includes the following: a. A description of the criteria and methods to be used to provide Hospitals with annual performance results, including the contents required in comprehensive quality performance profile reports and the indicators to track satisfactory performance outcomes. (4) Customer Support. Propose the methods that will be used to provide technical support to Hospitals that, at minimum, includes the following: a. A description of criteria and methods to establish a customer support infrastructure, including the communication technology tools and systems to be used, approaches to providing technical assistance with Hospital reporting requirements and a reliable data tracking system for Hospitals and for EOHHS. b. A description of the service standards and availability of your customer support infrastructure. c. A plan for conducting technical educational sessions and conferences, including the technology and telecommunication systems required to conduct live webcast/webex meetings and University of Massachusetts Medical School RFR for Acute Hospital Clinical Performance Measurement System
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dissemination of materials to keep Hospital participants, stakeholders and EOHHS informed on performance results. d. A description of the processes to be used to make information and educational materials available to Hospitals regarding proper submission and format of measures data, validation audit process, procedures for submitting paper copies of medical records, and timelines for reporting. (5) Hospital Performance Monitoring: Propose the methods to be used to support Hospital performance monitoring that, at minimum, includes the following: a. A description of the processes to be used to notify EOHHS of progress towards achieving performance goals, and opportunities for improvement. b. A description of the processes and criteria to be used to address appeals for contesting analysis of measures results or a Hospital’s failure to provide information associated with Acute Hospital RFA reporting requirements. (6) Measures Development: a. Describe the criteria and processes to be used to update technical specifications for technical measures, including ongoing development and updates of data collection and reporting tools, instructions for Hospitals on proper submission and format of measures data, validation audit process, procedures for submitting medical records, and meeting timelines for reporting. b. Describe the processes and decision criteria that should be used to expand inpatient quality measurement systems, including factors and limitations associated with keeping current on measurement trends, and evaluation approaches to facilitate identifying future measurement initiatives. c. Describe the criteria and methods to be used to incorporate claims-based outcome measures, including standards for measures selection, validation of data quality, statistical testing of reliability for minimum case threshold requirements and risk adjustment to account for other factors. C. Work Plan a. The Bidder shall provide a proposed work plan for the Transition Term of the Contract. The work plan must include a description of transition tasks (see, 1.6: Scope of Services and Other Specifications) that the Bidder expects to perform during the first several months of the Contract, along with a timeline for completion of the transition tasks. The Work Plan should include proposed deliverables and milestones for completion of each transition task. The work plan should provide the MassHealth program and the University with a general understanding of the timeframes associated with the transition, implementation and operational phases of the Acute Hospital Clinical Performance Measurement System. b. The Bidder’s Proposed Reports. The Bidder shall submit a description of the proposed reports used to keep EOHHS and Hospitals informed of their progress toward achieving performance goals. The Bidder should describe the methods that, at minimum, include the following: -
A yearly summary progress report to EOHHS with recommendations for improving Hospital performance outcomes and clinical performance measurement system operations; and
-
Methods to archive all Hospital level and EOHHS aggregate reports that provide quarterly and yearly reports on performance measure validation results and measure rates used to calculate final performance and incentive payments.
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c. Internal Controls. Describe the Bidder’s proposed internal controls and quality assurance d. System Capacity. Describe the Bidder’s proposed system capacity. e. Clinical Performance Measures Data. The Bidder shall describe the methods and processes that will be used to collect, warehouse, and analyze clinical performance measures data required in the Acute Hospital RFA that include the following: D. Key Personnel and Staffing The Bidder shall submit a proposed staffing plan to fully implement the required scope of services, and shall provide the following information: (1) A summary of the qualifications of the Bidder’s proposed key personnel. Key personnel should include staff with the technical and clinical skills required to design, maintain, and operate a Hospital clinical performance measurement and reporting system which meets national guidelines for measurement and reporting. This shall include, at minimum: a. Senior physician staff for clinical oversight; b. Clinical (nurse) reviewers, licensed in Massachusetts, who have a minimum of three (3) years of experience in clinical measure review; c. IT support staff, including information technology specialists with expertise in programming and network security; d. Customer service and help desk staff; e. Biostatistician/data analyst (at least 1 FTE); f.
Project Manager to provide general project oversight including satisfactory completion of deliverables and administrative oversight of the Contract, including completion and submission of billing and Contract amendments.
(2) The total number of full-time equivalent (FTEs) for each of the Bidder’s proposed key personnel assigned to this project; (3) Detailed resumes, which shall include the qualifications, credentials and experience of the individuals proposed to hold the following key personnel positions: senior physician staff, information technology specialists, biostatisticians, data analysts, and Project Manager. The resumes shall contain information regarding education, background, and relevant recent work experience. The Bidder should highlight experience with projects similar to the project outlined in this RFR. (4) A description of the Bidder’s plans, including timelines, to recruit staff for any key personnel positions not currently filled, and the experience and skillsets the Bidder would be looking for in recruiting; (5) An organizational chart that identifies key personnel for the project, senior managers, and other staff by title, to be assigned to accomplish the work described in this RFR; and (6) The name, title, and qualifications of the person within the Bidder’s organization who will be designated as the Project Manager, who will be the primary contact for Contract performance and responsible for the ongoing, day-to-day management of the activities described in this RFR. E. References The Bidder shall provide three (3) references, preferably for services similar to those being procured by this RFR, including: (1) the organization name and address; (2) the contact person’s name, telephone number, and email address; and, (3) a description of the services the Bidder provided for each referenced client, preferably for services similar to those being procured by this RFR. University of Massachusetts Medical School RFR for Acute Hospital Clinical Performance Measurement System
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The University reserves the right to contact by telephone, or to arrange a site visit to, any or all of the Bidder’s references. The University may contact the Bidder’s references without prior notice to the Bidder. If the Bidder plans to use subcontractor(s) for a significant portion of activities performed for any Contract resulting from this RFR, please provide three (3) references, including the same information listed above in this Section 3.1(E) for each subcontractor. F. Security Provisions (1) The Bidder shall provide a written information or data security plan that addresses its (and its proposed subcontractors’) internal security policies and procedures applicable to the work performed for its customers, as well as its approach to administrative, physical, and technical security describing its ability to comply with Federal and State privacy and security standards including, at a minimum: a. the Health Insurance and Portability Act of 1996 (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”); b. Massachusetts General Laws chs. 93H and 93I; c. NIST 800-53, NIST 800-66 and ISO/IEC 27000, pertaining to information security management standards; and d. Encryption requirements specified in the: “Guidance Specifying the Technologies and Methodologies that Render Protected Health Information Unusable, Unreadable or Indecipherable to Unauthorized Individuals” issued under section 13402 (h)(2) of Pub.L. 111-5 (posted at: http://www.hhs.gov/ocr/privacy/hipaa/administrative/breachnotificationrule/brguidance.html). (2) The Bidder shall detail the security standards implemented by their hosting facility, including its approach to administrative, physical, and technical security describing its ability to comply with Data Privacy and Security Laws. (3) The Bidder shall describe the particulars of any circumstances over the past five (5) years in which the Bidder or its proposed subcontractor(s) has caused a breach of the security, confidentiality or integrity of a customer’s data or provided notice of a breach to a regulatory agency or individual related to data for which it was responsible. (4) The Bidder shall provide a statement about any security clearances held by its staff and/or evidence of successful background checks held by its staff (and its proposed subcontractor(s)).
3.2. Subcontractors The Bidder must include in its Response a list of all proposed subcontractors that the Bidder has identified prior to the Response due date, if any, that will perform a role in providing the scope of services outlined in this RFR. This list must include each subcontractor’s organization name, address, and website URL (if available). For any subcontractor(s) that will perform a significant role in the scope of services, the Bidder must include in its Response the following information regarding the subcontractor(s): (1) (2) (3)
the Services Response must clearly delineate the role of any significant subcontractor(s); References (as outlined in Section 3.1(E) for each significant subcontractor; and, the following attachments from the Business Response, filled out by/for the subcontractor:
Attachment B: Attachment C: Attachment D: Attachment E: Attachment F: Attachment H:
Bidder’s Contact Information Certification of Tax Compliance Evidence of Insurance Disclosures Diverse Vendors Conflict of Interest Form
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Attachment I:
Executive Order 504 Contractor Certification Form
The University reserves the right to request additional information regarding any proposed subcontractor(s).
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Section 4.
Business Response: Attachments
The Bidder shall submit a Business Response, which shall consist of the following attachments:
Attachment A: Transmittal Letter
Attachment B: Bidder’s Contact Information
Attachment C: Certification of Tax Compliance
Attachment D: Evidence of Insurance
Attachment E: Disclosures
Attachment F: Diverse Vendors
Attachment G: Prompt Payment Discount Form
Attachment H: Conflict of Interest Form
Attachment I: Executive Order 504 Contractor Certification Form
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Attachment A – Transmittal Letter Bidders should cut and paste the text below onto their letterhead, and must submit the Transmittal Letter (Attachment A), signed in blue ink by an individual with the authority to bind the Bidder. The Transmittal Letter must include the Bidder’s name and address and the information requested in #12, #13 and #14. RFR Title: RFR Number: Bidder’s Name: Bidder’s Address: Date Julie Merrill-Wisell Assistant Director of Purchasing University of Massachusetts Medical School 333 South Street, Purchasing Department Shrewsbury, MA 01545 The Bidder hereby represents and warrants that: 1. 2. 3. 4. 5. 6. 7.
8. 9.
10. 11.
12. 13. 14. 15.
The RFR and specifications have been read and understood by the Bidder; The Bidder possesses the Minimum Qualifications set forth in Section 1.2 of this RFR; The Bidder accepts all Contract terms and conditions that can be found in Section 6 of this RFR, and understands that any Response that includes exceptions to these terms and conditions may be rejected; The Bidder agrees to be bound by this RFR (including all attachments and exhibits) and the Bidder’s Services Response; The Bidder hereby represents and warrants that the Bidder shall be bound by the terms of the Bidder’s Cost Response; The Response is based upon the items described in this RFR and specifications without exceptions; The Response has been arrived at independently, is in all respects bona fide and fair, and is made and submitted without collusion of fraud with any other person (as used in this letter, the word “person” shall mean any natural person, joint venture, partnership, corporation, or other business or legal entity); No attempt has been made or will be made to induce any other person or firm not to submit a bid or Response; The contents of the Response have not been disclosed by the Bidder nor, to the best of its knowledge and belief, by any of its employees or agents, to any person not an employee or agent of the Bidder, and will not be disclosed to any such person prior to the due date for the Responses; The Bidder's Response is effective through the date a Contract is executed; Neither the Bidder nor its principals, subcontractors, or affiliates are presently, nor have they been in the past five years, debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any program or procurement process by any governmental entity or program; The Bidder’s legal name, trade name, or any other name under which the Bidder does business (if any) is ____________; The Bidder’s principal address and telephone number is ____________; If the Bidder is not an individual, identify that the type of legal entity (e.g., corporation (profit or not for profit), limited partnership, general partnership, trust) is ____________; and The Bidder’s signature is sufficient to bind the Bidder.
The undersigned has the authority to bind the Bidder to the terms of this RFR. The undersigned certifies under penalties of perjury that all statements on or attached to this form are true and correct to the best of his/her knowledge and belief.
____________________________________ Signature
_________________ Date
____________________________________ Print Name, Title ____________________________________ Bidder’s Organizational Name
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Attachment B – Bidder’s Contact Information
Contact # 1
Name: Title: Job Description: Anticipated involvement in Contract: Telephone number: Mailing address: Email Address:
Contact # 2
Name: Title: Job Description: Anticipated involvement in Contract: Telephone number: Mailing address: Email Address:
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Attachment C – Certification of Tax Compliance All Bidders, whether individuals or entities, must demonstrate compliance with Commonwealth of Massachusetts tax laws, including M.G.L. c. 62C, s. 49A, and shall follow the applicable instructions below: 1) If the Bidder is an entity that is registered to do business in Massachusetts or is an individual, the Bidder must submit to the University an original or photocopy of a Certificate of Good Standing and/or Letter of Compliance* that has been issued by the Massachusetts Department of Revenue (“DOR”) within the past year. 2) If the Bidder is formed or incorporated in a jurisdiction other than Massachusetts and is not registered to do business in Massachusetts, the Bidder must either: Register to do business in Massachusetts AND submit to the University an original or photocopy of a Certificate of Good Standing and/or Letter of Compliance* that has been issued by the Massachusetts Department of Revenue (“DOR”) within the past year; or Certify that the bidding entity is not registered in Massachusetts and is in compliance with Massachusetts tax laws by submitting the Certification of State Tax Compliance on the next page, AND provide documentation from the jurisdiction in which the bidding entity is formed or incorporated demonstrating compliance with that particular state’s tax laws. Bidders can request a Certificate of Good Standing and/or Letter of Compliance online or by mail: 1) Online: https://wfb.dor.state.ma.us/webfile/Certificate/Public/WebForms/Welcome.aspx 2) Mail: Bidders may download a paper application from the following link and send it to the address or fax number on the form: http://www.mass.gov/dor/businesses/programs-and-services/certificate-of-goodstanding.html Issuance of a Certificate of Good Standing and/or Letter of Compliance from the MA DOR normally takes several days if requested online. Paper applications submitted by mail can take 4-6 weeks, so Bidders should apprise the MA DOR that the certificate is sought in connection with a University solicitation (with a deadline). If the requested certificate is not supplied with the Response, the Bidder must submit documentation verifying the application was filed. The certificate must be provided prior to final execution of the Contract with the University. If you have questions about how to request a Certificate of Good Standing and/or Letter of Compliance, call the Massachusetts Department of Revenue: (617) 887-6550 or go to: www.dor.state.ma.us.
*The Bidder must submit a Certificate of Good Standing and/or Letter of Compliance issued by the Massachusetts Department of Revenue (“DOR”). A letter from the Massachusetts Secretary of the Commonwealth is not sufficient.
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Certification of State Tax Compliance
I __________________________ authorized signatory for _______________________________________________ [Name & Title] [Contracting Party] whose principal place of business is at _____________________________________________________________ [Address] do hereby certify under the penalties of perjury that ________________________________ is not registered with the [Contracting Party] Massachusetts Secretary of the Commonwealth; and pursuant to Mass. Gen. Laws ch. 62C, §49A, has complied with all laws of the Commonwealth of Massachusetts relating to taxes.
____________________________________ Signature
_________________ Date
____________________________________ Print Name, Title ____________________________________ Bidder’s Organizational Name
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Attachment D – Evidence of Insurance As part of its Business Response, the Bidder (or subcontractor) must provide the University with written evidence of insurance. Any documentation provided pursuant to this requirement should be labeled as Attachment D – Evidence of Insurance. Forms of Coverage. The Contractor (or subcontractor) shall purchase and maintain at its sole cost and expense throughout the term of the Contract adequate insurance coverage necessary for the performance of the work under the Contract. Such insurance must include but not be limited to the following types and amounts of coverage, as indicated below: (a)
required ___X___ not required ______ Commercial General Liability Insurance including products and completed operations liability, and contractual liability coverage specifically covering the Contract, written on an occurrence form, with combined limits for bodily injury, personal injury, and property damage of at least two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) per aggregate.
(b)
required ___X___ not required ______ Workers’ Compensation Insurance in compliance with applicable federal and state laws.
(c)
required ___X___ not required ______ Automobile Liability Insurance covering owned, non-owned, and hired vehicles with combined limits for bodily injury and property damage of at least one million dollars ($1,000,000) per accident.
(d)
required ___X___ not required ______ Professional Liability Insurance on a claims made basis, covering claims made during the policy period and reported within four (4) years of the date of occurrence. Limits of liability must not be less than $1,000,000.
Note that the selected Bidder must agree to all of the insurance terms set forth in the Insurance Schedule (see Section 6, Exhibit 2).
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Attachment E – Disclosures I.
Financial Statements As part of its Business Response, the Bidder (or subcontractor) must demonstrate that its organization is in sound financial condition, and/or that appropriate corrective measures are being taken to address and resolve any identified financial problems. Documentation provided to the University pursuant to this requirement should be labeled as Attachment E – Disclosures, I. – Financial Statements and shall include, but not be limited to: (1) financial statements for the two most recent fiscal years that include the auditors’ opinion letter and notes to the financial statements; (2) financial management plan that includes a financial forecast/projection for the current fiscal year, prepared in a consistent manner with the financial statements in item #1 above; (3) evidence, consisting of proof of a bank credit line or other non-contractual sources, of ability to sufficiently fund at least four months of program operations; and (4) proof of an acceptable credit rating or nationwide business credit rating from a bureau such as Dun & Bradstreet. Disclaimer of opinion, an adverse opinion, a special report opinion, a review opinion, or a compilation report opinion by a Certified Public Accountant (“CPA”) will be grounds for rejection unless an unqualified opinion is rendered by a CPA prior to award of the Contract. If any of the above items are not available, the Bidder (or subcontractor) shall submit a statement indicating the reason the item is not included in the submission. The Bidder (or subcontractor) shall submit the best available information it has in lieu of the specified submission. The University reserves the right to request additional information. The University may choose not to Contract with a Bidder if the University or its client(s) determine that the Bidder (or subcontractor) is not in sound financial condition.
II.
Other Disclosures The Bidder (or subcontractor) must disclose any and all significant judgments; pending or expected litigation; investigations, proceedings, arbitration or settlements involving the Bidder (or subcontractor); or other real potential financial reversals relative to the Bidder’s (or subcontractor’s) organization’s revenue, which might materially affect the viability, stability, or financial standing of the Bidder’s (or subcontractor’s) organization; or the Bidder (or subcontractor) must include a statement, certifying under penalties of perjury that no such condition is known to exist. Details of settlements that are prevented from disclosure by the terms of the settlement may be annotated as such.
__________________________________ Signature
_______________ Date
__________________________________ Print Name, Title __________________________________ Bidder’s Organizational Name
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Attachment F – Diverse Vendors The University’s Vendor Diversity Initiative is intended to develop procurement opportunities at the University of Massachusetts Medical School (UMMS) for small, disadvantaged and minority-owned businesses and provide all businesses with the maximum number of feasible opportunities to participate in procurement. UMMS is committed to developing and sustaining relationships with a diverse group of suppliers, essential for fostering healthy competition and enabling our Purchasing Agents to obtain the best goods and services for the University. We hope you will partner with us as we work to establish lasting partnerships with small and minorityowned businesses. All Bidders (or subcontractors) must answer the following question:
Is the Bidder’s (or subcontractor’s) organization certified as a diverse vendor by a government entity? Yes Bidders (or subcontractors) that answer “yes” must include a copy of the certificate(s) with this Attachment F of the Bidder’s (or subcontractor’s) Business Response. No
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Attachment G – Prompt Payment Discount Form The University encourages all Contractors doing business with the University to offer a Prompt Payment Discount (“PPD”) for receiving early payments from the University. Contractors benefit from PPD by increased, usable cash flow as a result of fast and efficient payments from the University for commodities or services rendered. However, the Bidder’s decision to include or exclude a PPD will not impact, in any way, the University’s evaluation of the Bidder’s Response or the resulting award of any University Contracts. In the table below, the Bidder shall enter both the PPD percentage (%) off the invoice payment and the corresponding payment issue dates, if the payment is issued within the specified number of days. For example: 1% – 10 Days If no discount is offered, enter 0%. The Bidder may add additional rows, if necessary.
PPD %:
Payment Issue Date within:
(Insert percent) %
(Insert #) Days
All discounts offered by the Bidder will be incorporated into the University’s internal accounts payable system under the vendor’s file, and be applied universally to any/all future invoices paid to the Contractor by the University (note discounts will be applied to: (1) invoices paid as a result of this procurement and (2) invoices that have no relation to this procurement). All discounts will be applied in cases where the payment issue date is within the specified number of days proposed by the Bidder. Payment days will be measured: -
from the date goods/services are received and accepted by the University OR the date an invoice is received by the University, whichever is later, to the date the payment is either issued as an Electronic Funds Transfer (the preferred method) OR mailed to the Contractor by the University Treasurer.
The payment issue date is the date on which the payment is “issued/mailed” by the University, and this is also when an invoice is considered “paid.” The payment issue date is not the date a payment is “received” by the Contractor. If the Bidder’s internal system requires an alternate method of measuring the payment issue date, the Bidder must note the method in this box to be considered by the University:
__________________________________ Signature
_______________ Date
__________________________________ Print Name, Title __________________________________ Bidder’s Organizational Name
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Attachment H – Conflict of Interest Form An authorized signatory of the Bidder, any partner(s) and any subcontractors must sign this form. The undersigned certifies under penalties of perjury that: [check all applicable fields] (1)
the Bidder or, if applicable, the partner or subcontractor, acknowledges that, in governmental contracting, even the appearance of a conflict of interest is harmful to the interests of the Commonwealth; and, therefore, the Bidder (or if applicable, the partner or subcontractor), agrees to take measures to ensure that its officers, employees, agents, consultants and/or sub-contractors comply with applicable ethical standards and requirements of the Massachusetts Conflict of Interest law, Massachusetts General Law Chapter 268 A.
(2)
the Bidder or, if applicable, the partner or subcontractor, acknowledges that no officer, employee, agent, consultant and/or sub-contractor of the Bidder (or, if applicable, the partner or subcontractor), participated in developing or drafting any grant or funding applications, contract or other specifications, requirements, scope of work, related to or in connection with this RFR.
(3)
the Bidder or if applicable, the partner or subcontractor, is disclosing any potential or actual conflict of interest, including but not limited to, any relationship or interest, financial, business, beneficial or otherwise, which is in conflict with the proper discharge of their responsibilities described under the RFR and Contract. If there is no conflict(s) of interest, so indicate. In cases where such relationship (s) and/or interests exist or appear to exist, the Bidder (or, if applicable, the partner or subcontractor), shall describe how a potential or actual conflict of interest will be avoided.
The Bidder, any partner(s) or subcontractor(s), should use the box below to provide additional information, as necessary, to address item # 3 above. If any one or more of the foregoing fields is NOT checked, please explain the reason in the space below. Attach additional pages if necessary.
Bidder Name: _
.
Bidder Authorized Signature:
_____
.
Print Name and Title of Authorized Signatory:
____
.
Date: __________
.
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Attachment I – Executive Order 504 Contractor Certification Form An authorized signatory of the Bidder must sign this form
BIDDER LEGAL NAME: Executive Order 504: For all Contracts involving the Contractor’s access to personal information, as defined in M.G.L. c. 93H, and personal data, as defined in M.G.L. c. 66A, owned or controlled by Executive Department agencies, including but not limited to the Executive Office of Health and Human Services (EOHHS) or access to other Massachusetts agency systems containing such information or data (herein collectively “personal information”), Contractor certifies under the pains and penalties of perjury that the Contractor (1) has read Commonwealth of Massachusetts Executive Order 504 and agrees to protect any and all personal information; and (2) has reviewed all of the Commonwealth of Massachusetts Information Technology Division’s Security Policies under Policies and Standards. Notwithstanding any contractual provision to the contrary, in connection with the Contractor’s performance under this Contract, for all state agencies in the Executive Department, including all executive offices, boards, commissions, agencies, departments, divisions, councils, bureaus, and offices, now existing and hereafter established, the Contractor shall: (1) obtain a copy, review, and comply with the Executive Department’s Information Security Program (ISP) and any pertinent security guidelines, standards and policies; (2) comply with all of the Commonwealth of Massachusetts Information Technology Division’s Security Policies (“Security Policies”) available at www.mass.gov/ITD; (2) communicate and enforce the Executive Department’s ISP and such Security Policies against all employees (whether such employees are direct or contracted) and subcontractors; (3) implement and maintain any other reasonable appropriate security procedures and practices necessary to protect personal information to which the Contractor is given access by EOHHS from the unauthorized access, destruction, use, modification, disclosure or loss; (4) be responsible for the full or partial breach of any of these terms by its employees (whether such employees are direct or contracted) or subcontractors during or after the term of this Contract, and any breach of these terms may be regarded as a material breach of this Contract; (5) in the event of any unauthorized access, destruction, use, modification, disclosure or loss of the personal information (collectively referred to as the “unauthorized use”): (a) immediately notify EOHHS if the Contractor becomes aware of the unauthorized use; (b) provide full cooperation and access to information necessary for EOHHS to determine the scope of the unauthorized use; and (c) provide full cooperation and access to information necessary for EOHHS and the Contractor to fulfill any notification requirements. Breach of these terms may be regarded as a material breach of this Contract, such that the University may exercise any and all contractual rights and remedies, including without limitation indemnification under the Contract, withholding of payments, Contract suspension, or termination. In addition, the Contractor may be subject to applicable statutory or regulatory penalties, including and without limitation, those imposed pursuant to M.G.L. c. 93H and under M.G.L. c. 214, § 3B for violations under M.G.L. c. 66A. University of Massachusetts Medical School RFR for Acute Hospital Clinical Performance Measurement System
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Bidder Name: _
.
Bidder Authorized Signature:
_____
.
Print Name and Title of Authorized Signatory:
____
.
Date: __________
.
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Section 5.
Cost Response
Attachment J - Cost Response for Transition Term (November 17, 2014 – March 31, 2015) Bidders must complete and submit both Attachment J and Attachment K with their proposal. Bidder must submit a budget for costs to be incurred to perform any necessary transition tasks as described in Section 1.6(8)(h): Transition Tasks that are needed to enable the Acute Hospital Clinical Performance Measurement System to be fully operational beginning March 15, 2015. This budget will be considered the maximum obligation for the Transition Term, which will start on or around November 17, 2014 and end March 31, 2015. The Bidder’s budgeted costs for this period must be presented on this provided form, Attachment J. ATTACHMENT J – COST RESPONSE FOR TRANSITION TERM Expense Category
Unit Rate / Unit (e.g. $/hour)
Projected Units
Projected Costs
Personnel (list by position title e.g., Project Manager, Systems Analyst) $ $ (add rows as necessary)
$
TOTAL PERSONNEL:
$
Subcontracted Services (list by service and vendor) $ $ (add rows as necessary)
$
TOTAL SUBCONTRACTED SERVICES:
$
Other Expenses (itemize) $ $ (add rows as necessary)
$
TOTAL OTHER EXPENSES:
$
GRAND TOTAL, STARTUP PERIOD COSTS:
$
Bidder Name: _
.
Bidder Authorized Signature:
_____
.
Print Name and Title of Authorized Signatory:
____
.
Date: _________
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Attachment K - Cost Response for Ongoing Services (April 1, 2015 – October 31, 2017) Bidders must complete and submit both Attachment J and Attachment K with their proposal. Bidders must propose monthly payment rates commencing April 1, 2015, which will include all costs (after the Transition Term) of providing the ongoing Acute Hospital Clinical Performance Measurement System services, as outlined in Section 1.6: Scope of Services and Other Specifications of the RFR. The Bidder’s proposed monthly payment rates for ongoing required services after the Transition Term must be presented in Attachment K: Cost Response for Ongoing Required Services. Bidders may propose the same monthly payment rate for multiple years or a different monthly payment rate from year to year.
MONTHLY PAYMENT RATES FOR ONGOING REQUIRED SERVICES YEAR 1 (partial year) 04/01/15 – 10/31/15
$
YEAR 2
YEAR 3
11/01/15 – 10/31/16
11/01/16 – 10/31/17
$
$
Bidder Name: _
.
Bidder Authorized Signature:
_____
.
Print Name and Title of Authorized Signatory:
____
.
Date: _________
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Section 6.
Copies of Standard Contract Documents
This Section 6 contains copies of standard University documents that will be included in any Contract resulting from this RFR. These documents should only be used as reference, and should not be signed or returned to the University with the Bidder’s Response. By submitting a Response to this RFR, a Bidder, if selected for award, shall be deemed to have accepted the terms of this RFR and the Contract, included in this Section 6. The University reserves the right to reject a Response that takes exception to these terms.
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Exhibit 1 – Contract for Services Purchased (CM No.) ________________________ UNIVERSITY OF MASSACHUSETTS CONTRACT FOR SERVICES PURCHASED TERMS AND CONDITIONS
(P.O. No.) __________________ (Bid No.) __________________ This agreement is made, entered into, and effective on ____________________(mm/dd/yyyy) (the “Effective Date”) by and between the University of Massachusetts, Worcester Campus, (hereinafter called “University”), an agency of the Commonwealth of Massachusetts and ___________________________________________________________________________________________________, (Contractor’s legal name and address)
(hereinafter called the “Contractor” and collectively the “Parties”). This agreement (the “Contract”) is comprised of the following documents, listed in the order of precedence: this Contract for Services Purchased Terms and Conditions; any Contract Amendments, as identified in Section 3, below; and any attached Scope of Service/Work or other Attachments, as identified in Sections 1 and 2, below. The Contract for Services Purchased Terms and Conditions, and any agreed upon changes thereto included in any Contract Amendments, shall take precedence over any additional or conflicting terms and conditions as may be included in any other document attached to this Contract. 1. Scope of Service/Work: The Contractor agrees to perform the following services: _________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ ____________________________________________________________________________________________________ or if applicable, those services described in the Attachment[s] attached to this Contract. Any Attachment attached to this Contract is made a part hereof and must be specifically labeled (e.g. “Attachment A, Scope of Service/Work, consisting of ‘n’ pages”). Only the Scope of Service/Work specifically referenced in this Contract and signed by the Parties’ authorized representatives shall apply. 2. Contract Attachments: Any attachment referenced in this section must be specifically labeled in alphabetical order (e.g. “Attachment ‘X’, [insert title of attachment], consisting of ‘n’ pages”), commencing with the letter immediately following any contract attachment(s) referenced above. A. Insurance: The Contractor shall purchase and maintain at its sole cost and expense throughout the term of this Contract the insurance coverage specified in the Insurance Schedule attached hereto as Attachment ____, consisting of ____ page(s), and shall comply with all coverage limits and other terms and conditions specified therein. B. Business Associate Agreement/Data Management Agreement: The Contractor shall comply with the terms and conditions of the attached [ ] Business Associate Agreement [ ] Data Management Agreement which is attached to this Contract and made a part hereof as Attachment ____ consisting of ____ page(s) executed by duly authorized representatives of the Parties. [ ] Not Applicable. C. Other Contract Attachment[s]: The following attachments to the Contract have been executed by duly authorized representatives of the Parties and are attached to this Contract and made a part hereof as Attachment __ consisting of page(s): __________________________________________________________________________________________________ __________________________________________________________________________________________________ ________________________________________________________________________________________________.
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3. Contract Amendments: The following amendments to the Contract have been executed by duly authorized representatives of the Parties and are attached to this Contract and made a part hereof: ______________________________________________ ___________________________________________________________________________________________________. All amendments referenced in this section must be specifically labeled in alphabetical order (e.g. “Attachment X, Amendment No. 1, consisting of ‘n’ pages”), commencing with the letter immediately following any contract attachments referenced above.
4. Dates of Performance:
From: ________________ (mm/dd/yyyy) (Start Date)
To: _________________ (mm/dd/yyyy) (Completion Date)
5. Responsible University Official: The University Official exercising managerial and budgetary control for this Contract shall be: ________________________________________________________________________________________________ (Name and Title)
6. Payment: A. The University shall compensate the Contractor for the services rendered at the rate of $___________________ per _____________________(e.g., hour, week, semester, project, etc.). B. In no event shall the Contractor be reimbursed for time other than that actually spent providing the described service(s). C. Payment will be made upon submittal and approval of the Contractor’s Invoice(s) that is (are) received Monthly____, Quarterly____, Other____ (specify)________________________________________________. D. Reimbursement for Travel and Other Contractor Expenses: ____ All travel and meals are part of this Contract. No reimbursement will be made. ____Contractor will be reimbursed for pre-approved travel in an amount not to exceed $___________________. Copies of receipts must be submitted. Any expense claimed by the Contractor for which there is no supporting documentation will be disallowed. ____ Contractor will be reimbursed for Other Contractor Expenses in an amount not to exceed $_____________. Other Contractor Expenses shall be limited to: ____________________________________________. Copies of receipts must be submitted. Any expense claimed by the Contractor for which there is no supporting documentation shall be disallowed. E. The total of all payments made against this Contract shall not exceed _________________________________. F.
Unless otherwise provided herein, the University’s payment terms are net thirty (30) days from the date of receipt of Contractor’s invoice, with late penalty interest assessable at rates established by the Commonwealth after 45 days in accordance with Mass. Gen. Laws ch. 29 § 29C and with Commonwealth regulation 815 C.M.R. 4.00.
7.
Certification: Contractor certifies under the pains and penalties of perjury that pursuant to Mass. Gen. Laws ch. 62C, §49A, that the Contractor has filed all state tax returns, paid all taxes and complied with all applicable laws relating to taxes; and that pursuant to Mass. Gen. Laws ch. 151A, §19A(b), has complied with all laws of the Commonwealth relating to contributions and payment in lieu of contributions to the Employment Security System; and, if applicable, with all laws of the Commonwealth relating to Worker's Compensation, Mass. Gen. Laws ch. 152 and payment of wages, Mass. Gen. Laws ch. 149 §148. Pursuant to federal law, Contractor shall verify the immigration status of all workers assigned to the contract without engaging in unlawful discrimination; and Contractor shall not knowingly or recklessly alter, falsify, or accept altered or falsified documents from any such worker.
8.
Conflict of Interest: Contractor acknowledges that it may be subject to the Massachusetts Conflict of Interest statute, Mass. Gen. Laws ch. 268A, and to that extent, Contractor agrees to comply with all requirements of the statute in the performance of this Contract.
9.
Compliance with Laws: Contractor agrees to comply with all applicable local, state, and federal laws, regulations and ordinances in the performance of its obligations under this Contract.
10. Independent Contractor Status: The Contractor is an independent contractor and not an employee or agent of the University. No act or direction of the University shall be deemed to create an employer/employee or joint employer 42
relationship. The University shall not be obligated under any contract, subcontract, or other commitment made by the Contractor. 11. Contractor’s Qualifications and Performance: In accordance with the terms and conditions of this Contract, the Contractor represents that it is qualified to perform the services set forth herein and has obtained all requisite licenses and permits to perform the services. In addition, the Contractor agrees that the services provided hereunder shall conform to the professional standards of care and practice customarily expected of firms engaged in performing comparable work; that the personnel furnishing said services shall be qualified and competent to perform adequately the services assigned to them; and that the recommendations, guidance, and performance of such personnel shall reflect such standards of professional knowledge and judgment. 12. Termination: A.
Termination Without Cause: The Contract may be terminated without cause by either party by giving written notice to the other at least thirty (30) calendar days prior to the effective date of termination stated in the notice.
B.
Termination for Cause: If Contractor breaches any material term or condition stated herein or fails to perform or fulfill any material obligation required by this Contract, the University may terminate this Contract by giving written notice to the Contractor at least seven (7) calendar days before the effective date of termination stated in the notice. To the extent Contractor has executed a Business Associate Agreement or Data Management Agreement in addition to this Contract and fails to fulfill his/her obligations under the Business Associate Agreement or Data Management Agreement, the University may terminate this Contract by giving written notice to the Contractor at least three (3) calendar days before the effective date of termination stated in the notice. Any notice of termination provided pursuant to this section shall state the circumstances of the alleged breach and may state a period during which the alleged breach may be cured, which cure shall be subject to approval by the University. In the event of a breach by Contractor, Contractor may be subject to any and all applicable contract rights and remedies available to the University. Applicable statutory or regulatory penalties may also be imposed.
13. Obligations in Event of Termination: A.
Upon termination or expiration of this Contract, all finished or unfinished documents, data, studies, and reports prepared by Contractor pursuant to this Contract, shall be promptly delivered to the University. To the extent the Contractor has executed a Business Associate Agreement or Data Management Agreement in addition to this Contract, Contractor shall comply with the destruction and return requirements set forth therein.
B.
Upon termination of this Contract without cause, the University shall promptly pay the Contractor for all services performed to the effective date of termination, subject to offset of sums due the Contractor against sums owed by the Contractor to the University, and provided Contractor is not in default of this Contract and Contractor submits to the University a properly completed invoice, with supporting documentation covering such services, no later than thirty (30) calendar days after the effective date of termination. To the extent the Contractor has executed a Business Associate Agreement or Data Management Agreement in addition to this Contract, Contractor shall comply with the destruction and/or return requirements set forth therein.
The obligations set forth in the Business Associate Agreement or Data Management Agreement shall survive the termination or expiration of this Contract and shall continue until such time as the Contract Data is returned to the University or destroyed as set forth in the agreement. 14. Recordkeeping, Audit, and Inspection of Records: The Contractor shall maintain books, records and other compilations of data pertaining to the requirements of the Contract to the extent and in such detail as shall properly substantiate claims for payment under the Contract. All such records shall be kept for a period of six (6) years or for such longer period as is specified herein. All retention periods start on the first day after final payment under this Contract. If any litigation, claim, negotiation, audit or other action involving the records is commenced prior to the expiration of the applicable retention period, all records shall be retained until completion of the action and resolution of all issues resulting therefrom, or until the end of the applicable retention period, whichever is later. The Governor, the Secretary of Administration and Finance, the State Comptroller, the State Auditor, the Attorney General, the Federal grantor agency (if any), the University, or any of their duly authorized representatives or designees shall have the right at reasonable times and upon reasonable notice, to examine and copy, at reasonable expense, the books, records, and other compilations of data of the Contractor which pertain to the provisions and requirements of this Contract. Such access shall include on-site audits, review, and copying of records. 15. Political Activity Prohibited: The Contractor may not use any Contract funds and none of the services to be provided by the Contractor may be used for any partisan political activity or to further the election or defeat of any candidate for public office. 43
16. Ownership of Work Product: All deliverables and work(s) created by the Contractor for or at the request of the University, pursuant to the provisions of the Contract, including without limitation any and all software and related documentation, reports, results, products, programs, routines, drawings, studies, specifications, photographs, graphics, artwork, computations, data, inventions, discoveries, improvements, concepts, creative works, designs, techniques and know-how, works of authorship, trade secrets, patents, trademarks, copyrights, and any other intellectual property (“Work Product”) is “work made for hire,” or shall be considered as having similar status in the United States or elsewhere; and therefore, the University is the owner of the Work Product. The entire right, title and interest in and to all Work Product shall vest with the University immediately upon creation of each deliverable constituting Work Product. In the event any Work Product is not considered a “work made for hire,” the Contractor, on behalf of itself and its employees, agents, subcontractors and affiliates, hereby assigns, transfers and conveys to the University all right, title, and interest in such Work Product. During the term of this Contract and at any time following expiration or termination for any reason of this Contract, upon the request and at the reasonable expense of the University and for no additional compensation, the Contractor and its employees, agents, subcontractors and affiliates will take such action as the University reasonably may request to more fully evidence, protect, record, defend, transfer, or confirm the University’s ownership, right, title and interest in the Work Product. The Contractor, or any of its employees, agents, subcontractors or affiliates, shall not publish any work(s) dealing with any aspect of performance under the Contract, or of the results and accomplishments attained in such performance, without prior written permission of the University. If such permission is granted, the University shall have a royalty-free non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use the published work(s). 17. Confidentiality/Privacy/Security: Contractor shall comply with all applicable state and federal laws and regulations relating to confidentiality, privacy, and security. In the performance of this Contract, the Contractor may acquire or have access to “personal information” (as defined in Mass. Gen. Laws ch. 93H or other states’ breach notification laws), or “protected health information” (as defined in the Health Insurance Portability and Accountability Act (“HIPAA”) Privacy and Security Rules, 45 CFR Parts 160 and 164), or “personal data” and become a “holder” of such personal data (as defined in Mass. Gen. Laws ch. 66A). Such “personal information,” “protected health information” and “personal data” shall be deemed to be “Personal Information.” Contractor shall implement administrative, physical and technical safeguards to reasonably and appropriately restrict access and ensure the security, confidentiality, integrity and availability of all Personal Information owned, controlled, stored, or maintained by University and provided to or accessed by Contractor in the performance of services irrespective of the medium in which it is held. Contractor shall also comply with all measures outlined in the Business Associate Agreement or Data Management Agreement to the extent it is an attachment to this Contract. The Contractor agrees that it shall inform each of its employees, servants or agents, having involvement with Personal Information of the laws and regulations relating to confidentiality, privacy, and security. 18. Assignment and Delegation: The Contractor shall not assign or in any way transfer any interest in this Contract without the prior written consent of the University, nor shall the Contractor subcontract any service without the prior written approval of the University. Any purported assignment of rights or delegation of performance in violation of this Section is VOID. 19. Nondiscrimination in Employment: The Contractor shall not discriminate against any qualified employee or applicant for employment because of race, color, national origin, ancestry, age, sex, religion, disability, gender identity or expression, genetic information, or sexual orientation or a person who is a member of, applies to perform, or has an obligation to perform service in a uniformed military service of the United States, including the National Guard on the basis of that membership, application or obligation. The Contractor agrees to comply with all applicable Federal and State employment statutes, rules and regulations. 20. Severability: If any provision of this Contract is declared or found to be illegal, unenforceable, or void, then both Parties shall be relieved of all obligations under that provision. The remainder of the Contract shall be enforced to the fullest extent permitted by law. 21. Choice of Law: This Contract is entered into in the Commonwealth of Massachusetts, and the laws of the Commonwealth, without giving effect to its conflicts of law principles, govern all matters arising out of or relating to this Contract and all of the transactions it contemplates, including, without limitation, its validity, interpretation, construction, performance, and enforcement. 22. Forum Selection: The Parties agree to bring any action arising out of or relating to this Contract or the relationship between the Parties in the state courts of the Commonwealth of Massachusetts which shall have exclusive jurisdiction thereof. The Contractor expressly consents to the jurisdiction of the state courts of the Commonwealth of Massachusetts in any action brought by the University or the Commonwealth arising out of or relating to this Contract, or the relationship between the Parties, waiving any claim or defense that such forum is not convenient or proper. This paragraph shall not be construed to limit any other legal rights of the Parties. 44
23. Force Majeure: Neither party shall be liable to the other or be deemed to be in breach of this Contract for any failure or delay in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence. Such causes may include, but are not limited to, acts of nature or of a public enemy, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, or unusually severe weather. Dates or times of performance shall be extended to the extent of delays excused by this section, provided that the party whose performance is affected notifies the other promptly of the existence and nature of such delay. 24. Indemnification of University: The Contractor shall defend, indemnify, and hold harmless the Commonwealth, the University, its Trustees, Officers, servants, and employees from and against any and all claims, liability, losses, third party claims, damages, costs, or expenses (including attorneys’ and experts’ fees) arising out of or resulting from the performance of the services performed by the Contractor, its agents, servants, employees, or subcontractors under this Contract, provided that any such claims, liability, losses, third party claims, damages, costs, or expenses are attributable to bodily injury, personal injury, pecuniary injury, damage to real or tangible personal property, resulting therefrom and caused in whole or in part by any intentional or negligent acts or omissions of the Contractor, its employees, servants, agents, or subcontractors. The foregoing express obligation of indemnification shall not be construed to negate or abridge any other obligation of indemnification running to the Commonwealth and/or the University that would otherwise exist. The University shall give the Contractor prompt and timely notice of any claims, threatened or made, or any law suit instituted against it which could result in a claim for indemnification hereunder. The extent of this Contract indemnification shall not be limited by any obligation or any term or condition of any insurance policy. The obligations set forth above shall survive the expiration or termination of this Contract. 25. Risk of Loss: The Contractor shall bear the risk of loss of any Contractor materials used for a Contract and for all deliverables and work in process. 26. Tax Exempt Status: The University is exempt from federal excise, state, and local taxes; therefore, sales to the University are exempt from Massachusetts sales and use taxes. If the University should become subject to any such taxes during the term of this Contract, the University shall reimburse the Contractor for any cost or expense incurred. Any other taxes imposed on the Contractor on account of this Contract shall be borne solely by the Contractor. 27. Waivers: All conditions, covenants, duties, and obligations contained in this Contract can be waived only by written agreement. Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver, nor in any way limit the legal or equitable remedies available to that party. 28. Amendments: This Contract may be amended only by written agreement of the Parties, executed by the Parties’ authorized representatives and in compliance with all other regulations and requirements of law. 29. Entire Agreement: The Parties understand and agree that this Contract and its attachments or amendments (if any) constitute the entire understanding between the Parties and supersede all other verbal and written agreements and negotiations by the Parties relating to the services under this Contract. 30. Notice. Unless otherwise specified, any notice hereunder shall be in writing addressed to individuals at the address indicated below (name, postal address, phone, email address). The individuals named below shall also be the primary contact persons for any inquiries concerning this Contract: To the University:
_______________________________________________________________________________ _______________________________________________________________________________
To University Privacy Officer:
Office of Compliance and Review, 333 South Street, Shrewsbury, MA 01545 Telephone: 508-856-6547; e-mail:
[email protected]
To the Contractor: ________________________________________________________________________________ ________________________________________________________________________________ Employees of the University shall not be held personally or contractually liable by or to the Contractor under any term or provision of this Contract or because of any breach thereof. This Contract is not binding until signed by an authorized University official. IN WITNESS WHEREOF, the Parties have caused this Contract to be executed by their respective duly authorized officers as of the date first above written. 45
UNIVERSITY OF MASSACHUSETTS Worcester Campus
CONTRACTOR: ___________________________________________
Sig: ___________________________________________
Sig: _____________________________________
Signature of individual exercising Budgetary Control
Name: _________________________________________ Title: _________________________________________
Name: ____________________________________ Title: ____________________________________
Sig: _____________________________________________ Signature of individual w/contract authority < $50,000
Name: Title:
Charlene Cutroni Director of Finance, CWM
Sig: ____________________________________________ Signature of individual w/contract authority < $500,000
Name: Title:
Joyce A. Murphy Executive Vice Chancellor, CWM
Sig: ____________________________________________ Signature of individual w/ contract authority $500,000 +
Name: Michael F. Collins Title: Senior Vice President for Health Science and Chancellor UMMS
Speed Type
Account
Fund
Department ID
Program
Project/Grant
46
Exhibit 2 – Insurance Schedule UNIVERSITY OF MASSACHUSETTS, WORCESTER COMMONWEALTH MEDICINE ATTACHMENT TO CONTRACT FOR SERVICES PURCHASED INSURANCE SCHEDULE (consisting of two pages) The University of Massachusetts/Worcester (“University”) and __________________________ (“Contractor”) (collectively the “Parties”) agree to the following additional terms and conditions, which are hereby incorporated by reference to the Parties’ Contract for Services Purchased, effective ________________________ (“Contract”): 1.
Forms of Coverage. The Contractor shall purchase and maintain at its sole cost and expense throughout the term of the Contract adequate insurance coverage necessary for the performance of the work under the Contract. Such insurance must include but not be limited to the following types and amounts of coverage, as indicated below: a.
required __X____ not required ______ Commercial General Liability Insurance including products and completed operations liability, and contractual liability coverage specifically covering the Contract, written on an occurrence form, with combined limits for bodily injury, personal injury, and property damage of at least two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) per aggregate.
b.
required ___X___ not required ______ Workers’ Compensation Insurance, including Employers Liability Insurance, in compliance with applicable federal and state laws.
c.
required ___X___ not required ______ Automobile Liability Insurance covering owned, non-owned, and hired vehicles with combined limits for bodily injury and property damage of at least one million dollars ($1,000,000) per accident.
d.
required ___X___ not required ______ Professional Liability Insurance on an occurrence or claims made basis, covering claims made during the policy period and reported within four (4) years of the date of occurrence. Limits of liability must not be less than $1,000,000.
2.
Acceptable Insurance Carriers. All insurance maintained by the Contractor pursuant to the Contract shall be written by insurance companies licensed to do business in the Commonwealth of Massachusetts. If the Contractor determines that any such insurance needs to be placed with surplus lines carriers not licensed by the Commonwealth of Massachusetts, written permission from the University is required. All insurance companies to be used by the Contractor must have a Best’s Rating of not less than A- and be reasonably acceptable to the University.
3.
University As Beneficiary And Additional Insured. All insurance maintained by the Contractor must include a waiver of subrogation and shall provide that insurance for the benefit of the University shall be primary and the University’s own insurance shall be non-contributing. The Contractor shall provide the University, in the manner specified by the section entitled Notice in the Contract, written evidence of insurance from the insurer within ten (10) business days prior to the execution of the Contract and annually when the policy is renewed. The Contractor’s General Liability Insurance and Automobile Liability Insurance, to the extent these coverage types are required under the Contract, shall include or be endorsed to include the Commonwealth, the University, its Trustees, Officers, servants, and employees as an additional insured. Additional insured status must be evidenced on the certificate of insurance.
4.
Notice Of Coverage Changes. The Contractor agrees that within ten (10) days after Contractor’s receipt from the applicable insurers of notice of cancellation or non-renewal of the insurance policies referenced above, or material change to such policies decreasing the coverage to an amount that does not meet the Contract’s minimum insurance requirements, said Contractor or its designee will send a copy of such notice to the University in the manner specified by the section entitled Notice in the Contract. Such notice is not a right or obligation within the policies, it does not alter or amend any coverage, it will not extend any policy cancellation date and it will not negate any cancellation of the policy. 47
Failure to provide a copy of such notice to the University shall impose no obligation or liability of any kind upon the insurer or its agents or representatives. 5.
Subcontractors. The Contractor shall cause its subcontractors to meet the same insurance obligations that are required of the Contractor and set forth herein.
6.
Compliance. The Contractor’s and/or the Contractor’s subcontractor’s failure to provide or to continue in full force and effect the insurance required herein shall be a material breach of the Contract and may, at the sole determination of the University, result in termination of the Contract for cause.
University of Massachusetts/Worcester:
Contractor:
_________________________________________ Signature of Individual Exercising Date Budgetary Control
_____________________________________ Signature Date
_________________________________________ Printed name
_____________________________________ Printed name
_________________________________________ Title
_____________________________________ Title
48
Exhibit 3 – Business Associate Agreement UNIVERSITY OF MASSACHUSETTS, WORCESTER COMMONWEALTH MEDICINE ATTACHMENT “X” (insert in alpha order) BUSINESS ASSOCIATE AGREEMENT (consisting of four pages) The University of Massachusetts/Worcester (“University”) and insert Contractor’s name (“Contractor”) (collectively the “Parties”) agree to the following: 1.
Definitions 1.1
All terms used but not otherwise defined in this Business Associate Agreement (“BAA”) shall have the same meaning as those terms in the HIPAA Rules, Mass. Gen. Laws c. 93 H, and other applicable state or federal privacy or security laws.
1.2
“Breach”: shall mean the acquisition, access, use or disclosure of Personal Information in a manner not permitted under Subpart E of 45 CFR Part 164, M.G.L. c. 93 H or other applicable states’ security breach statutes.
1.3
“Business Associate”: shall have the same meaning as the term “business associate” in 45 CFR Part 160 and Part 164.
1.4
“Business Associate Agreement”: shall mean satisfactory assurances in writing between a Covered Entity and a Business Associate, and a Business Associate and any subcontractor that meet the applicable requirements of 45 CFR 164.504(e).
1.5
“Contract”: shall mean the Contract as defined in the second paragraph of the Contract for Services Purchased, including this Business Associate Agreement, and any Contract Amendments.
1.6
“Covered Entity”: shall have the same meaning as the term “covered entity” at 45 CFR 160.103 and for purposes of this agreement shall mean the entity that owns the Personal Information as defined herein.
1.7
“Discovers”: shall mean the first day on which a use or disclosure of Personal Information not permitted under the Contract, Breach or Security Incident is known to Contractor (including any person, other than the individual committing the Breach, that is an employee, officer, or other agent of Contractor), or should reasonably have been known to Contractor, to have occurred.
1.8
“HIPAA Rules”: shall mean the Privacy, Security, Breach Notification and Enforcement rules at 45 CFR Part 160 and Part 164, promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Health Information Technology Economic and Clinic Health Act (HITECH) provisions in Title XIII of the American Recovery and Reinvestment Act of 2009.
1.9
“Personal Information” or “PI”: shall mean “personal information” (as defined in Mass. Gen. Laws c. 93H or other states’ breach notification laws), or “protected health information” (as defined in 45 CFR 160.103), or “personal data” (as defined in Mass. Gen. Laws c. 66A), “patient identifying information” as defined in 42 CFR Part 2 and any other individually identifiable information defined as confidential under state or federal law. All of the foregoing are considered “Personal Information” if not fully de-identified in accordance with 45 CFR 165.514.
1.10 “Privacy Rule”: shall mean the HIPAA Privacy Rule at 45 CFR Part 164 Subpart E. 1.11 “Required By Law”: shall have the same meaning as used in the Privacy Rule. 1.12 “Secretary”: shall mean the Secretary of the U.S. Department of Health and Human Services or her designee. 1.13 “Security Incident”: shall have the same meaning as the term “security incident” at 45 CFR 164.304 or in applicable state security breach statutes. 1.14 “Security Rule”: shall mean the HIPAA Security Standards for the Protection of Electronic Protected Health Information at 45 CFR Part 164 Subpart C. 49
2. Obligations and Activities of Contractor 2.1 Contractor acknowledges and agrees that it is functioning as the University’s subcontractor by performing services, which the University is obligated to perform for the Covered Entity. Contractor acknowledges in the performance of the Contract it meets the definition of Business Associate and agrees to comply with the applicable provisions of HIPAA, HITECH, and the HIPAA Rules. 2.2 Contractor agrees that it shall comply with all other applicable federal and state laws and regulation relating to the confidentiality, privacy and security of the PI. Contractor agrees that, in a manner consistent with the Privacy and Security Rules, it shall comply with applicable privacy or security law or regulation governing Contractor’s use, disclosure, and maintenance of any PI under the Contract. This includes, but is not limited to, 42 CFR Part 2 and, if relevant, Massachusetts law at M.G.L. c. 66A and c. 93H; 201 CMR 17; and Executive Order 504. 2.3 Contractor further agrees that it shall comply with all other privacy and security obligations applicable to any PI under the Contract based on the University or the Covered Entity having entered into an agreement with a third party (including, but not limited, to the Social Security Administration or the Massachusetts Department of Revenue) to obtain or access the data. Such agreements may include a written compliance acknowledgment or confidentiality agreement. The Contractor shall comply with other privacy and security obligations required by the third party for access to data from the third party or to any system or database containing any such data or through which such data could be accessed. 2.4
Contractor agrees not to access, maintain, use, further disclose, or transmit Personal Information other than as permitted or required by this Contract or as required by law.
2.5
Contractor agrees to use appropriate safeguards to prevent use or disclosure of the Personal Information other than as provided for by this Contract. Contractor further agrees to implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic Personal Information that it creates, receives, maintains, or transmits pursuant to this Contract, as required by 45 CFR Part 164 Subpart C [Security Standards].
2.6
Without detailing or prescribing all required security standards, Contractor agrees to implement the following specific security measures. Compliance with the Security Rule described in 2.5 above includes, but is not limited to these requirements:
2.7
2.6.1
If the University gives the Contractor access to any University or Covered Entity database, system or information technology resource, Contractor shall comply with all University or Covered Entity policies, processes and mechanism established for access. Contractor shall maintain and make available at the request of the University a current list of personnel who have access to such database and changes in personnel whenever the change requires a termination or modification of any password, user ID or other access mechanisms.
2.6.2
Contractor shall not store the Personal Information on portable media or devices that may be transported off Contractor’s premises except when copying data onto storage media for secure transport to the University or to Contractor’s backup facility, and then only in encrypted format, meeting standards set forth by the Secretary in the Guidance Specifying the Technologies and Methodologies that Render Protected Health Information Unusable, Unreadable or Indecipherable to Unauthorized Individuals issued under section 13402 (h)(2) of Pub.L. 111-5 (posted at: http://www.hhs.gov/ocr/privacy/hipaa/administrative/breachnotificationrule/brguidance.htm).
2.6.3
Contractor shall employ valid encryption processes for all Personal Information at rest and in motion in compliance with the Guidance Specifying the Technologies and Methodologies that Render Protected Health Information Unusable, Unreadable or Indecipherable to Unauthorized Individuals issued under section 13402 (h)(2) of Pub.L. 111-5 (posted at: http://www.hhs.gov/ocr/privacy/hipaa/administrative/breachnotificationrule/brguidance.html).
2.6.4
Contractor shall not permit its employees to access the Personal Information remotely, unless pursuant to a written information security plan for such access.
2.6.5
Contractor shall not host or maintain any Personal Information outside the United States.
Contractor agrees to verbally report to the University’s Privacy Officer by phone (508-856-6547) and in writing by email (
[email protected]), within three (3) business days of when Contractor Discovers any Breach, use or disclosure of Personal Information not provided for by this Contract, or Security Incident. Notice shall include (i) the date(s) of occurrence of the non-permitted use or disclosure or Security Incident; (ii) nature of such 50
incident(s); (iii) date of Discovery of such incident(s); (iv) nature and extent of Personal Information involved; (v) nature of unauthorized persons who received Personal Information; (vi) the number of individuals involved; (vii) the harmful effects of the incident known to the Contractor and steps Contractor has taken or plans to take to mitigate risk of harm from such incident(s); and (vii) any other information necessary to complete a risk assessment. When despite all reasonable efforts by Contractor to timely obtain the information required for such notice, circumstances beyond the control of the Contractor necessitate additional time, the Contractor shall provide the above information to the University as soon as possible and without unreasonable delay, but in no event later than thirty (30) calendar days from the date on which it Discovers the Breach, non-permitted use or disclosure, or Security Incident; provided that Contractor shall provide verbal notice of the Breach, non-permitted use or disclosure or Security Incident and all information then available within three (3) business days of Discovery of the incident and the additional information as soon thereafter as it is available. 2.7.1
Contractor agrees to retrieve, to the extent possible, any Personal Information used or disclosed in the non-permitted manner; mitigate to the extent possible, the risk to the Personal Information resulting from the non-permitted use or disclosure or Security Incident; and take any further action required by any applicable state or federal law concerning the privacy and security of the Personal Information.
2.7.2
Contractor agrees to cooperate and provide access to information necessary for the University and the Contractor to determine the scope of the unauthorized use, disclosure or Security Incident and to fulfill any mitigation or notification obligation. If the Covered Entity or University determines that Contractor’s breach triggers consumer notification, Contractor agrees to assist the University. Contractor further agrees to comply with its obligations under the HIPAA Rules and other state security breach statutes, but shall not provide notice directly to consumers or the Secretary.
2.7.3
Contractor agrees to reimburse University for reasonable costs incurred associated with notification and mitigation, to the extent that such costs are due to Contractor’s: (a) failure to meet its responsibilities under, or in violation of, any provision of the Contract; (b) violation of law; (c) negligence; (d) failure to protect data under its control with encryption or comparable security measures that secured the Personal Information; and (e) any activity or omission of its employees, agents, or subcontractors resulting in or contributing to an incident triggering such notice or mitigation.
2.8
Contractor agrees to ensure that each agent or subcontractor that it may engage on its behalf that will have access to Personal Information received from, or created or received by the Contractor pursuant to this Contract, agrees in writing to the same restrictions and conditions that apply through this BAA to the Contractor. Contractor is solely responsible for its agents’ and subcontractors’ compliance with this and all other provisions in this BAA and shall not be relieved of any obligation because the PI was in the possession of its agents or subcontractors.
2.9
Contractor agrees to make its internal practices, policies, procedures, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.
2.10 Contractor agrees to report in writing to the University Privacy Officer within two (2) business days of receipt, as indicated above, any instance where an individual or an individual’s legal representative makes a request to Contractor: (1) for a copy of the Personal Information pertaining to that individual; (2) that the Personal Information pertaining to that individual be amended; (3) that the Personal Information be disclosed to a third party; (4) a list of disclosures made by Contractor of the Personal Information pertaining to that individual, and: 2.10.1 Contractor agrees to make available Personal Information to the individual or the individual’s representative within the time and in the manner necessary to satisfy all requirements of 45 CFR 164.524. 2.10.2 Contractor agrees to amend an individual’s Personal Information within the time and in the manner necessary to satisfy all requirements of 45 CFR 164.526. 2.10.3 Contractor agrees to comply with all requirements of the Privacy Rule and applicable state and federal privacy laws regarding disclosure of Personal Information to a third party. 2.10.4 Contractor agrees to document disclosures of Personal Information and make available the information required to provide an accounting of disclosures of Personal Information within the time and the manner that necessary to comply with all requirements of 45 CFR 164.528. 2.11 Contractor agrees to report to the University Privacy Officer, by phone and in writing by email, as indicated above, any instance in which the Personal Information is subpoenaed or becomes the subject of a court or administrative order or other legal process. In no event shall the Contractor’s reporting obligations under this paragraph be delayed beyond the return date in the subpoena or legal process, or two (2) business days from obtaining such 51
request for data, whichever is shorter. Contractor agrees to respond to such legal process within a time and manner that complies with all requirements of the Privacy Rule and applicable state and federal laws. 2.12 Contractor agrees to adopt employee policies and procedures to ensure that its employees comply with the requirements of this BAA. Contractor further agrees to train its employees, servants or agents handling the Personal Information under this Contract or the laws and regulations relating to security, confidentiality and privacy. 2.13 Contractor acknowledges that it has no ownership rights in the Personal Information or in any data derived or extracted from the Personal Information. 2.14 Contractor agrees to furnish the University upon request a description of the steps it has taken to protect the security of the Personal Information and will allow authorized representatives of the University access to the premises where the Personal Information is stored or accessed, for purposes of inspecting privacy and security arrangements. 2.15 Upon termination or expiration of the Contract or as otherwise applicable, Contractor shall properly dispose of all Personal Information in compliance with the Guidance Specifying the Technologies and Methodologies that Render Protected Health Information Unusable, Unreadable or Indecipherable to Unauthorized Individuals as Issued under section 13402 (h)(2) of Pub.L. 111-5 (posted at: http://www.hhs.gov/ocr/privacy/hipaa/administrative/breachnotificationrule/brguidance.html). Contractor shall attest in writing to the University that all the Personal Information has been returned or destroyed in compliance with the above-listed guidance, including a description of the steps taken. 3.
4.
Permitted Uses and Disclosures By Contractor 3.1
Contractor may use or disclose Personal Information only to perform the services or other obligations set forth in the Contract, provided that such use or disclosure complies with the Privacy Rule.
3.2
Contractor may use or disclose Personal Information as Required By Law.
3.3
Contractor agrees to make uses, disclosures and requests for Personal Information consistent with minimum necessary principles necessary to perform services under this Contract. Contractor further agrees to ensure that each member of its workforce accesses, uses, discloses, transmits, or maintains the minimum necessary Personal Information required to perform services under the Contract.
3.4
Contractor shall not use or disclose Personal Information in a manner that would violate Subpart E of 45 CFR Part 164 if done by the University or the Covered Entity.
Obligation of University University shall not request Contractor to use or disclose Personal Information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by the University of the Covered Entity.
5.
6.
Termination/Expiration Provisions 5.1
The University reserves the right to terminate the Contract, upon any material breach of this BAA as set forth in the Contract.
5.2
Contractor’s obligations upon termination are set forth in the Contract.
5.3
Notwithstanding any other provision concerning the term of this Contract, all protections pertaining to the Personal Information shall survive the termination or expiration of the Contract and shall continue to apply until such time as all the Personal Information are returned to the University or destroyed in accordance with this BAA.
Miscellaneous Provisions 6.1
A reference in this BAA to a section in the HIPAA Rules means the section as in effect or as amended, and for which compliance is required.
6.2
The Parties shall take such action as is necessary to amend this BAA from time to time as is necessary for compliance with the requirements of the HIPAA Rules and other applicable law. No provision of this BAA may be modified, waived or amended, except in writing signed by authorized representatives of the Parties. 52
6.3
The respective rights and obligations of Contractor under Section 5.3 of this BAA shall survive the termination of this Contract.
6.4
Any ambiguity in this Contract shall be resolved in favor of a meaning that permits compliance with applicable federal or state laws.
6.5
Nothing express or implied in this Contract is intended to confer, nor shall anything confer, upon any person other than the University and the Contractor and their respective successors or assigns, any rights remedies, obligations, or liabilities.
Custodian: The Contractor designates ____insert name_______ as custodian of the Personal Information, who shall oversee the Contractor’s compliance with this Contract, and shall notify the University within two (2) business days if the custodianship is transferred to another person. University Privacy Officer: 508-856-6547 and at
[email protected] University of Massachusetts/Worcester:
Contractor: insert Contractor name
_________________________________________ Signature of Individual Exercising Date Budgetary Control
_____________________________________ Signature Date
_________________________________________ Printed name
_____________________________________ Printed name
_________________________________________ Title
_____________________________________ Title
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Exhibit 4 – Additional Contractual Terms and Conditions The following provisions will be included in the Contract executed with the selected Bidder, pursuant to Section 2.6(D): Selected Bidder. The University’s standard Contract for Services Purchased form (Exhibit 1) shall be revised by formal amendment to include these provisions. (A)
Intellectual Property All deliverables and work(s) created by the Contractor for the MassHealth program or at the request of the University for the MassHealth program, pursuant to the provisions of the Contract, including without limitation any and all software and related documentation, reports, results, products, programs, routines, drawings, studies, specifications, photographs, graphics, artwork, computations, data, inventions, discoveries, improvements, concepts, creative works, designs, techniques and know-how, works of authorship, trade secrets, patents, trademarks, copyrights, and any other intellectual property (“Work Product”) is “work made for hire,” or shall be considered as having similar status in the United States or elsewhere; and therefore, the Massachusetts Executive Office of Health and Human Services (EOHHS) is the owner of the Work Product. The entire right, title and interest in and to all Work Product shall vest with EOHHS immediately upon creation of each deliverable constituting Work Product. In the event any Work Product is not considered a “work made for hire,” the Contractor, on behalf of itself and its employees, agents, subcontractors and affiliates, hereby assigns, transfers and conveys to EOHHS all right, title, and interest in such Work Product. During the term of this Contract and at any time following expiration or termination for any reason of this Contract, upon the request and at the reasonable expense of EOHHS and for no additional compensation, the Contractor and its employees, agents, subcontractors and affiliates will take such action as EOHHS reasonably may request to more fully evidence, protect, record, defend, transfer, or confirm EOHHS’ ownership, right, title and interest in the Work Product. To the extent that the Deliverables contain or incorporate any work that was the property of Contractor prior to the date of the Contract (collectively, the “Contractor Property”) and Contractor chooses to retain ownership to such Contractor Property, Contractor hereby grants to the University and EOHHS a fullypaid, royalty-free, non-exclusive, non-transferable, worldwide, irrevocable, perpetual, assignable license to make, have made, use, reproduce, distribute, modify, publicly display, publicly perform, digitally perform, transmit and create derivative works based upon the Contractor Property, in any media now known or hereafter known. The Contractor Property shall be listed as an Exhibit to the Contract. Contractor will represent and warrant that it has obtained all rights, grants, assignments, conveyances, licenses, permissions and authorizations necessary or incidental to any materials owned by third parties supplied or specified by it for incorporation in the Deliverables, including any and all releases and permissions from individuals displayed or featured in the Deliverables. The Contractor, or any of its employees, agents, subcontractors or affiliates, shall not publish any work(s) dealing with any aspect of performance under the Contract, or of the results and accomplishments attained in such performance, without prior written permission of the University. If such permission is granted, the University and EOHHS shall have a royalty-free non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use the published work(s).
(B)
Protection of Property (1) The Contractor shall at all times safeguard University property from injury or loss in connection with the Contract and continuously maintain adequate protection of the Contractor’s work from damage.
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(2) The Contractor shall be responsible for all breakage and damage to property (real and personal) that may occur as a result of fault, negligence, or failure to perform on the part of its agents, subcontractors, or employees in connection with the performance of the work specified in the Contract. Repair or replacement of any such damage shall be commenced by the Contractor within two days after notification of such damage, and shall be completed expeditiously to the satisfaction of the University. (C)
Equipment and Facilities At the University’s and EOHHS’s discretion, the University and EOHHS reserve the right to review and visit the Contractor’s business location(s).
(D)
Contractor Staffing Requirements The Contractor’s key personnel and staff, as proposed in the Response to the RFR, shall be available for the duration of the Contract without substitution or revision unless the Contractor receives prior written approval of the University. Any request(s) to the University for substitution or revision of the Contractor’s key personnel must include replacement personnel who possess at least equivalent qualifications and experience as determined by the University.
e)
Warranties The Contractor shall make the following warranties with respect to services performed and any deliverables under the Contract: (1) Contractor and its subcontractors will be sufficiently staffed and equipped to fulfill the Contractor’s obligations under any Contract resulting from this RFR; (2) Contractor’s services will be performed: a. by appropriately qualified and trained personnel; b. with due care and diligence and to a high standard of quality as is customary in the industry; and c. in accordance with all applicable professional standards for the field of expertise; (3) all systems, equipment and media on which the Contractor provides any software under the Contract resulting from this RFR shall be free from defects; (4) all software utilized by the Contract under the Contract resulting from this RFR shall be free of Trojan horses, back doors, and other malicious code; (5) Contractor will obtain all rights, grants, assignments, conveyances, licenses, permissions and authorizations necessary or incidental to the performance of services\work under any Contract resulting from this RFR; (6) documentation to be provided by the Contractor under the Contract resulting from this RFR shall be in sufficient detail so as to allow suitably skilled, trained, and educated personnel to understand it.
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