Request for Proposals. For. Review & Audit Of Health Insurance Program Thiqa

Transcription

1 Request for Proposals For Review & Audit Of Health Insurance Program Thiqa RFP # no.: 15 / CS/HAAD/PT/2015 Bid issue date: March 01, 2015 Deadline for submission of proposals: March 25, 2015 Closing Time: 02:00 pm RFP no.: 15 /S/ HAAD/PT/2015 Page 1 of 22

2 INDEX CONTENTS OF THE REQUEST FOR PROPOSALS... 4 DEFINITIONS AND ABBREVIATIONS:... 5 SECTION A - INSTRUCTION TO BIDDERS... 6 ARTICLE 1 - TENDER PROCESS DEADLINES... 6 ARTICLE 2 - PACKING AND LABELLING OF PROPOSALS... 6 ARTICLE 3 - SUBMISSION OF PROPOSALS... 6 ARTICLE 4 - PROPOSAL CONTENTS... 7 ARTICLE 5 - BID BOND... 8 ARTICLE 6 - RFP TERMS AND CONDITIONS... 8 ARTICLE 7 - VALIDITY OF PROPOSAL... 8 ARTICLE 8 - INCOMPLETE AND LATE OFFERS:... 8 ARTICLE 9 - INQUIRIES... 8 ARTICLE 10 - ALTERATION OF PROPOSALS... 9 ARTICLE 11 - ELIGIBLE BIDDERS... 9 ARTICLE 12 - COSTS FOR PREPARING PROPOSALS... 9 ARTICLE 13 - CLARIFICATION... 9 ARTICLE 14 - EVALUATION OF PROPOSALS... 9 C. TECHNICAL EVALUATION OF BIDS... 9 D. EVALUATION OF FINANCIAL OFFERS... 9 ARTICLE 15 - AMENDMENTS ARTICLE 16 - CONFIDENTIALITY ARTICLE 17 - OWNERSHIP OF PROPOSALS ARTICLE 18 - BID CANCELLATION ARTICLE 19 - DISCUSSION/NEGOTIATION ARTICLE 20 - AWARD ARTICLE 21 - BIDDER RESPONSIBILITY SECTION B TERMS OF REFERENCES ARTICLE 1 - GENERAL BACKGROUND AND HAAD OBJECTIVES ARTICLE 2 - SPECIFIC BACKGROUND ARTICLE 3 - SCOPE OF WORK ARTICLE 4 - PROJECT S DELIVERABLES ARTICLE 5 - PERIOD OF EXECUTION ARTICLE 6 - REQUIREMENTS SECTION C DRAFT CONTRACT AGREEMENT AND CONDITIONS ARTICLE 1 - SUBJECT ARTICLE 2 - STRUCTURE OF THE CONTRACT ARTICLE 3 - CONTRACT VALUE ARTICLE 4 - COMMENCEMENT DATE ARTICLE 5 - PERSONNEL ARTICLE 6 - INFORMATION TO BE PROVIDED TO THE CONSULTANT ARTICLE 7 - INVOICES ARTICLE 7 - CONTRACT PRICE ARTICLE 8 - CONTACT ADDRESSES ARTICLE 9 - PERFORMANCE BOND ARTICLE 10 - INTELLECTUAL PROPERTY ARTICLE 11 - NON-ASSIGNMENT ARTICLE 8 - CONSULTANT S OBLIGATION ARTICLE 12 - ACKNOWLEDGEMENT ARTICLE 13 - PENALTIES ARTICLE 14 - CONFIDENTIALITY ARTICLE 15 - TAXES ARTICLE 16 - TERMINATION ARTICLE 17 - GOVERNING LAW AND LANGUAGE ARTICLE 18 - ENTIRE AGREEMENT ARTICLE 19 - DISPUTE SETTLEMENT ANNEX I EVALUATION CRITERIA AND SCORES RFP no.: 15 /S/ HAAD/PT/2015 Page 2 of 22

3 ANNEX II- FINANCIAL TEMPLATE ANNEX III -LETTER OF SUBMISSION RFP no.: 15 /S/ HAAD/PT/2015 Page 3 of 22

4 Contents of the Request for Proposals The complete Request for Proposals shall include the following: Section A: Section B: Section C: Annex I: Annex II: Annex III: Instructions to Bidders Terms of Reference (Technical requirements/ specifications) Draft Contract Agreement and Conditions Evaluation factors and scores Financial Template Letter of Submission RFP no.: 15 /S/ HAAD/PT/2015 Page 4 of 22

5 Definitions and Abbreviations: The terms used in this RFP and the subsequent contract shall have the following meanings: Bidder Thiqa Consultant Days/months/years Government HAAD N/A Project RFP ToR DAMAN IT A legal entity entitled to submit a proposal in response to this bid Thiqa is the self funded health insurance scheme offered to UAE Nationals for which the Department of Finance (DoF) is the payer and Health Authority Abu Dhabi (HAAD) sets the schedule of benefits; Daman is the administrator of Thiqa program. The awarded bidder selected to perform the project s scope of work Calendar days /months/years Government of Abu Dhabi. Health Authority - Abu Dhabi Not applicable The scope of work and the required service specified in this RFP Request for proposals Terms of reference The National Health Insurance Company, which is majority owned by the government. Informational Technology RFP no.: 15 /S/ HAAD/PT/2015 Page 5 of 22

6 Section A - Instruction to Bidders In submitting proposals, bidders must comply with all instructions contained in this RfP document. Failure to submit a proposal containing all the specified information and documentation (incl. all completed forms and templates, and a declaration that the entire specified ToR will be accepted) within the stated submission deadline will lead to rejection of the proposal. Article 1 - Tender Process Deadlines Deadline for requesting clarifications from the HAAD March 25, 2015 Last date for issuing clarifications by the HAAD March 25, 2015 Clarification Meeting N/A Deadline for submission of proposals March 25, 2015 Public Bid opening of technical proposals to all participated Bidders in the Tender Terms for attending the Public Bid opening Session: The bidder s representative who wishes to attend the Public Bid opening should hold authorization letter stating his ID no. (Passport no.) Signed and stamped by the authorized person in his Company. Date: March 26,2015 Time: 10:00 am Venue: Meeting room 2nd floor HAAD building (address stated below in Article 3/Section A) Article 2 - Packing and Labelling of Proposals Each submitted proposal must comprise a technical offer and a financial offer, each of which must be submitted separately. Each technical offer and financial offer must contain one original, clearly marked "Original", and 2 copies, each marked "Copy". Article 3 - Submission of Proposals Proposals must be submitted either by recorded delivery (official postal service) or hand delivery directly to the HAAD in return for a signed and dated receipt to the following address: Mr. Saif Al Suwaidi Section Head, Procurement & General Services Health Authority Abu Dhabi Airport Road behind Al Futtaim Motors Agency P.O. Box nd floor Note: Proposals submitted by any other means (i.e, fax or ) will be rejected. Any deviation from these instructions (e.g., unsealed envelopes or references to price in the technical offer) is to be considered a breach of the rules, and will lead to rejection of the proposal. The outer envelope should carry the following information: a) The address for submission of proposal indicated above; b) The reference code of the bid to which the bidder is responding (15/S/HAAD/ PT/2015) c) The name of the bidder. The pages of the Technical and Financial offers should be numbered. RFP no.: 15 /S/ HAAD/PT/2015 Page 6 of 22

7 Article 4 - Proposal Contents A. Technical offer The Technical offer must include the following documents; The Technical offer must include the following documents: Document Title Check List Y/N Table of Contents, including page numbers. Full contact details of the key person in the company in case of any clarification requirements * Signed Letter of Submission (Annex III) on Vendor s letterhead signed and stamped by Bidders authorized representative acknowledging the Vendor s agreement to the terms and conditions of this RFP and certifying that all information offered in the submitted proposal are true, accurate, and complete. *An executive summary & Technical approach, demonstrating the bidder s understanding of the project s requirements,..etc), This document should include the following as minimum: Proposed project approach/phases details, including a project plan, an implementation time schedule, team organisation, roles and responsibilities. Audited Financial Statements for the past one year. Statement of Absence of Conflict of Interest, Association or Partnership with any licensed TPAs, provider, insurance companies and/or other interested parties operating in the Emirate of Abu Dhabi Copy of valid trade license/ Legal registration documents/agency registration in UAE. Confidentiality Statement certifying that all bids, proposals, correspondence, memoranda, working papers, or any other media which has any bearing on, or discloses any aspect of the RFP and the project will hold in the strictest confidence Bidder s project team organisation chart and duty statements Business references for projects of similar nature and volume that verify that the bidder has a satisfactory performance record and demonstrate that the bidder has the capability of meeting the project requirements. The references should specify the bidder s relevant contribution to each listed project. References can only be considered if the bidder clearly lists a point of contact in the client organization for that project (name, address, telephone number, etc.). Soft copy of the Technical proposal ONLY (with No reference to commercial offer). *Unconditional bid Bond Detailed CVs for the key experts and project s senior staff. plz refer to article 8/ Section B Detailed CVs for the key experts and project team showing the number of staff involved in the project implementation, full time or part time and the time allocated to the project, per staff. Copies of the below documents for the employees assigned for this project as mandated by Executive Council: 1. Health insurance cards 2. Valid passports & residency 3. Proof of applying the wages protection system as per the Ministry of Labour, 4. Proof of giving house allowance / accommodation benefits. RFP no.: 15 /S/ HAAD/PT/2015 Page 7 of 22

8 IMPORTANT NOTES TO BIDDERS * Note: After the bid opening of the TECHNICAL proposals and in case any bidder did not submit the required documents stated above, the proposal will be administratively rejected without further consideration for review. REVEALING THE FINANCIAL OFFER IN TECHNICAL OFFER WILL LEAD TO THE REJECTION OF THE PROPOSAL. Failure to submit the bid bond on time of the closing of the tender submission will lead to the rejection of the proposal. B. Financial offer The Financial offer must specify a total amount in U.A.E currency (AED), inclusive of all applicable tariffs and /or taxes. The Bidder should quote his prices using the financial template Annex II clearly stating the total financial offer amount on not to exceed basis in his the financial proposal and for each deliverable providing the required services as per the RFP showing a breakdown of the fee structure. Notes to bidders in preparing the financial offer: A. It is bidder s responsibility to examine and consider all the RfP requirements while preparing the financial proposal for this tender. B. Bidders should quote the prices including all/any anticipated costs (i.e: accommodations, travels expenses etc). C. Financial Offer shall be fixed and not subject to change after proposal s submission. Article 5 - Bid Bond The bidder must submit a bid bond with an amount of AED 100, (One Hundred Thousand Dirham) enclosed in the technical proposal. The bond shall be unconditional, valid for 120 days starting from the closing date of proposal submission and addressed to the Health Authority Abu Dhabi. Priority for issuing the Bid bonds in UAE should be from an Abu Dhabi Banks. The bid bond will be returned back to bidders after the evaluation and awarding processes are completed. The Bid Bond will be forfeited for the benefit of the Contracting Authority in case the bidder withdraws prior to the lapse of the 120 days validity. The Bid Bond shall be returned back to the bidders as follows: To those who are not awarded this RFP; In case the Contracting Authority cancels this RFP; and To the bidder who is awarded this RFP on condition that the contract is signed. Article 6 - RFP Terms and Conditions Failure to meet the specified terms and conditions of this RFP at the time of award will result in disqualification of the Bidder. Article 7 - Validity of Proposal Proposals must remain valid and open for the acceptance of the HAAD for 120 days from the RFP closing date. Proposals specifying a shorter acceptance period will be rejected. Article 8 - Incomplete and Late Offers: Incomplete and late proposals will not be accepted. It is the bidder s responsibility to ensure that the proposal is submitted complete, on time and in accordance with the RFP terms and conditions. Late proposals shall be returned to Bidders unopened. Article 9 - Inquiries Bidders may submit questions in writing either through fax or to the following address and up to 10 days before the deadline for submission of proposals. Contact name : Ms. Dina Mohsen Khaled Procurement Officer Address : Health Authority Abu Dhabi Fax no. : RFP no.: 15 /S/ HAAD/PT/2015 Page 8 of 22

9 dkhaled@haad.ae Any clarification issued by the HAAD will be communicated in writing to all the bidders before date stated in the table above. No further clarifications will be given after the stated date. Note: Any clarification to be issued by HAAD will be communicated in writing to all the bidders & will be published on HAAD website: Bidders have to keep following the tender s update on the HAAD website until its closing date. Any prospective bidders seeking to arrange individual meetings with the HAAD or any of its employees concerning this contract during the bidding period may be excluded from the bidding procedure. Article 10 - Alteration of Proposals Bidders may alter their proposals by written notification prior to the deadline for submission of proposals stated in this RFP. No proposals may be altered after this deadline. Article 11 - Eligible Bidders Bidders considered eligible to submit proposals are defined as the entity /organisation that is legally registered in the UAE to do business and can provide a valid certificate of legal registration/ trade registration license and complying with the RfP terms and requirements. Article 12 - Costs for preparing proposals Under no circumstances will the HAAD accept liability for any costs incurred in connection to the preparation and submission of proposals even if the HAAD decides to reject all the proposals or cancel the tender altogether. Article 13 - Clarification During the evaluation process, the HAAD may request additional information from bidders with regard to the submitted proposal if deemed necessary by the tender evaluation committee. Article 14 - Evaluation of proposals The evaluation process will identify and recommend the proposal which is technically superior at reasonable price. Only proposals with average scores of at least 70 points in the technical evaluation criteria will be considered. The evaluation process will identify and recommend the proposal which is technically superior at reasonable price. The weight of the technical factors = 70 % The weight of the price = 30 % Only proposals with average scores of at least 70 points in the test set out at Annex I qualify for the financial evaluation. A- Technical evaluation of bids The technical quality of each bid will be evaluated in accordance with the evaluation criteria specified in Annex I- Evaluation Criteria & Scores of this RfP document. No other award criteria will be used. The award criteria will be examined in accordance with the requirements indicated in this RfP. B- Evaluation of financial offers Upon completion of the technical evaluation, the financial offers of those bidders who passed the technical evaluation stage will be opened. RFP no.: 15 /S/ HAAD/PT/2015 Page 9 of 22

10 Article 15 - Amendments During the proposal submission period, if the HAAD decides to modify/ change any requirement/s of the RfP, [the modification/s shall be released through the issuance of an amendment to the RfP.] Any amendment will be issued in writing and will be sent to all bidders. Article 16 - Confidentiality The entire evaluation procedure is confidential and all proposals are for official use only and may be communicated neither to the bidders nor to any party other than the HAAD. Article 17 - Ownership of Proposals The HAAD retains ownership of all proposals received as part of this tender. Consequently, bidders have no legal right to have their proposals returned to them. Article 18 - Bid Cancellation The HAAD has the right at any stage in the bidding process to cancel the whole bid without justification to any of the bidders. In the event, Bidders will be notified in writing of the cancellation by the HAAD. Article 19 - Discussion/Negotiation Although proposals may be accepted and a contract awarded without discussion, the HAAD may initiate discussions should clarification or negotiation be necessary. Bidders should be prepared to provide qualified personnel to discuss technical and contractual aspects of the proposal. Article 20 - Award The HAAD reserves the option of contracting only for a portion of the specified project scope or of not awarding a contract to any bidder. Final approval to enter into a contract, and the scope of services to be provided pursuant to the contract, rests with the HAAD. Successful bidder will be notified in writing of the award. An award is not a purchase order or a contract and can be withdrawn at any time by HAAD prior to its signing of a definitive purchase order and/or a contract. Successful bidder will be required to sign at the completion of the selection process a formal purchase order and/or agreement on such terms and conditions as per HAAD s standard terms within one week from receiving the notification of Award. The final purchase order and/or the agreement will stipulate that the application software and the recommended hardware configuration specified will satisfy the functions as stated in the RFP. Vendors should also be aware that the following documents would be included as attachments to the final purchase order or the contract: this RFP the vendor s proposal and attachments any other official correspondences between the authorized persons only from both parties in terms of s, letters and faxes that may be used to convey clarifications, commitments or requirements between HAAD and the selected Bidder. Article 21 - Bidder Responsibility It is the responsibility of each bidder before submitting a proposal: a) To consider federal and local laws and regulations that may affect costs, progress, performance or furnishing of the service. b) To study and carefully correlate bidder s knowledge and observations with the contract documents and such other related data. c) To promptly notify the section Head of Procurement & General Services of all conflicts, errors, ambiguities, or discrepancies which bidder has discovered in or between the contract documents and such other related documents. RFP no.: 15 /S/ HAAD/PT/2015 Page 10 of 22

11 Article 1 - Section B Terms of References General background and HAAD objectives The Health Authority Abu Dhabi (HAAD) is the local government regulatory authority for health services in the Emirate of Abu Dhabi. The Health Authority Abu Dhabi develops the strategy for the health system of the Emirate of Abu Dhabi based on the directives of the Chairman of the Health Authority and the Government of the Emirate. The HAAD is responsible for the licensing and inspection of all health professionals and health care facilities (public and private sector) in the Emirate. It regulates all hospitals, clinics and primary healthcare facilities, as well as health insurance providers in the Emirate of Abu Dhabi. Article 2 - Specific background Thiqa is the self funded health insurance scheme offered to UAE Nationals for which the Department of Finance (DoF) is the payer and Health Authority Abu Dhabi (HAAD) sets the schedule of benefits. Daman is the administrator of Thiqa program and is responsible for: satisfactory claims handling, adjudication, and settlement compared to national and international benchmarks; maintaining appropriate system controls; adhering to service level agreements (SLAs); propyl applying HAAD s schedule of benefits; and compliance with applicable laws and decrees amongst other requirement. Article 3 - Purpose & Objectives of this RfP The purpose of this request for proposal (RFP) is to assign experienced Consultant in the field of health insurance to audit 100% of the Thiqa claims for the period from 01/01/2012 to 31/12/2014 Article 4 - Scope of Work The following shall be the minimum requirements to be fulfilled by the awarded Consultant: The selected firm is to conduct a Medical claims audit using electronic solution. The audit and evaluation is to be based upon the auditing of 100% of the Thiqa medical claims that were incurred between January 1, 2012 and December 31, 2014 provided to the auditor. Following the deployment of the auditor s electronic solution, at least 4,000 total claims from the selected sample at least five from each exception category, even if the category had no exception claims flagged will be reviewed by the auditor during the first year to assure that the electronic solution is accurately flagging exceptions. The auditor will work with Daman and HAAD to confirm that all claims flagged indeed are exceptions. The elements to be reviewed for each audited claim transaction is to include, but are not limited to: Code Fragmentation Mutually Exclusively procedures Fictitious Diagnostic Codes Fictitious Provider Bogus Doctors Complete, timely, and authentic claims submission Claimant eligibility Provider eligibility and network status Adherence to the Thiqa Schedule of Benefits Adherence to medical necessity requirements Provider fee/negotiated discount determinations Subrogation / other party liability / coordination of benefits (COB) savings. Detection of duplicate claim payments Benefit payment assignments Compliance with the Performance Guarantees The sampling of claims will be targeted to enable oversampling of claims of greatest interest such as high value claims. The minimum requirement for the statistically valid, stratified sample is to include representative sample of the following Service and Claim Types: A- Service Type: Inpatient medical encounters. Inpatient surgical encounters. Outpatient non-surgical encounters. RFP no.: 15 /S/ HAAD/PT/2015 Page 11 of 22

12 Outpatient surgical encounters. Pharmacy encounters. Ambulatory (surgical) encounter. Dental encounters. Homecare encounters. Long-term encounters. Medical equipment encounters. B- Claim Type: International (out of country) encounter. In Abu Dhabi In Network encounter. In Abu Dhabi Out of Network encounter. Northern Emirates In Network encounter. Northern Emirates out of Network encounter. 1- Claim office Operational Review HAAD desires an evaluation of the implementation of recommendations made from the previous audit, towards the operational function of Daman in the delivery of the Thiqa TPA function. The evaluation should include a review of Daman s action plan and its implementation for each of the following areas: Corporate Overview Account / Client Management Claim processing staffing Customer Service staffing Staff Training programs Employee performance Measurement Internal Auditing and Quality Review program Claim payment System Capabilities Claim Adjudication workflow Inventory Control Procedures Utilization Management program Fraud & Abuse cases Disaster Recovery program Subrogation program Explanation of benefits Claims reporting Claims Appeals General Resources Confidentiality Compliance Including controls in respect to separation between Thiqa and DAMAN for-profit insurance business. The consultant (i.e. auditor) should perform a Follow up Review on the auditor s reported findings and recommendations to ensure of the proper implementation of the agreed upon Management Action Plan. 2- Individual Claim Audits 1. Part of the proposal is also to conduct single or multiple claim audits in Thiqa health plans. The successful firm would perform an audit of an invoice or billing received from a service provider to determine the accuracy of the bill, directing any erroneous or duplicate charges submitted. 2. The Consultant will do a site-visit of Claims Processing offices and do a systematic review of IT systems supporting the Claims Processed. RFP no.: 15 /S/ HAAD/PT/2015 Page 12 of 22

13 3. The consultant shall be responsible for familiarizing itself, its project team, and any other involved person, with the specific rules and regulations of the insurance system, which governs the Thiqa scheme before commencing the audit. 4. During the RFP process, the Consultant and the audit team shall refrain from conversing, corresponding or meeting, directly or indirectly, with DAMAN to discuss any aspect of the RFP or audit process. Including but not limited to: explaining the scope and objectives of the audit, or request of data, documents, and agreements in hardcopies or electronic formats. 5. The consultant must carry a review of the operational and administrative processes in order to give an objective opinion on the adequacy of the fees collected by Daman on each enrollee. Article 5 - Project s Deliverables 1. Deliverables shall, at a minimum, include the following: 2. Formal project plan within two weeks of outlining the resources and time frame for completing the work. 3. Consultant shall submit quarterly administrative reports outlining all work accomplished during the previous quarter including: a) Any complications faced in completing the task; b) Communications with Daman; c) Update of project plan; d) Update of what vulnerability issues are being identified and recommended corrective actions; e) Update on how the vulnerabilities issues were identified and what the impact of these are, e.g. potential overpayment, recoverable amounts and/or corrective action, etc; f) If vulnerabilities cannot be reviewed because of lack of supporting documents g) All improper payments (overpayments and underpayments) identified as a result of previous quarter review. Details such as claims number, the provider number, and the claims paid dates the original amount paid and reason for overpayment and underpayment. h) Update on the status of implementation by Daman of the action plan agreed in the previous audit of claims data for years Final Audit Report undersigned by the consultant that includes: a) Quantifiable potential recoveries, claims overpayments and healthcare service providers' overcompensation; Improvement Opportunities and Consultant recommendations supported by detailed Appendices containing the analytical basis of the audit; b) A quantitative and qualitative portfolio performance score, relative to national and internationally best practices and industry benchmarks which includes Financial and Clerical Accuracy, c) Comparison of findings with nationally and internationally accepted best practices and benchmarks for performance measurement of TPA services. d) Improvement opportunities and areas of enhancements to DAMAN's financial and nonfinancial functions. e) Recommendations to HAAD of changes, additions or rewording of the existing Payer s TPA contract to tighten the SLA and contractual obligations of the TPA in light of the audit findings. f) Status report on implementation by Daman of the action plan agreed in the previous audit of claims data for years Present conclusions and recommendations to the top management of HAAD and potentially to other relevant stakeholders such as the Department of Finance and the Executive Council. Article 6 - Responsible body HAAD will track the progress of this project through concerned department/s, receive and verify the specified deliverables produced by the Consultant. RFP no.: 15 /S/ HAAD/PT/2015 Page 13 of 22

14 Article 7 - Period of Execution The period of execution of the whole project, including presentation of deliverables shall be within 6 months commence from the date of signing the Agreement, As mentioned in the technical proposal content, Bidders should submit a time schedule for the project implementation phases. Article 8 - Requirements A. Personnel /Key experts The Consultant should have sufficient and capable staff with qualifications and experience as follows: Consultant to employ a minimum of one Full Time Employee (FTE) contractor professional actuary preferably with relevant work and educational experience in health insurance actuarial consulting. Project manager/lead consultant with the experience of health insurance actuarial analysis to lead team on-site and coordinate with DAMAN and other relevant departments. Technical specialists as required and upon recommendation of the Vendor. And, as the job requires meeting the scope of work outlined in the RfP. RFP no.: 15 /S/ HAAD/PT/2015 Page 14 of 22

15 Section C Draft Contract Agreement and Conditions This Contract ( Contract ) is entered into by and between the Health Authority - Abu Dhabi (the HAAD) having its principal place of business at - P.O Box: 5674 Abu Dhabi United Arab Emirates, and ( the Consultant ) having its / their principal place of business located at The HAAD issued the RFP number seeking qualified and experienced vendors to submit proposals to perform the scope of work sought under the RFP; The Consultant submitted a proposal dated --- representing to have experienced and skilled personnel and undertakes to perform the scope of work as required by HAAD; and Accordingly, HAAD awarded the RFP to the Consultant on the terms and conditions of this Contract. Now therefore the Parties to this Contract hereby agree as follows: Article 1 - Subject The subject of this Contract is , with identification number: Article 2 - Structure of the contract The Consultant will carry out the services on the terms and conditions set out in this Contract, which comprises, in order of precedence, the special conditions ("Special Conditions") defined in this document and the following annexes: Annex I: Annex II: Annex III: Annex VI: Request for Proposal Consultant s proposal Personnel Correspondences between both parties The above Contract documents are intended to be explanatory and complement each other. In case of any contradiction between the above documents, their provisions shall be applied according to the above order of precedence to the extent necessary to remove the contradiction. Article 3 - Contract value The contract value is AED Article 4 - Commencement date The date for commencing the contract performance shall be the date of signature of this contract. Article 5 - Personnel A. The Personnel specified in the Staffing Plan set out in Annex III (the Personnel ) shall carry out the Services indicated therein. B. In the event that any of the Personnel specified in Annex III is, in the opinion of the HAAD, incompetent in discharging his/her assigned duties, the HAAD may request the Consultant, to immediately provide as a replacement, a person with qualifications and experience acceptable to the HAAD without any additional cost. The Consultant shall submit to the HAAD the names and curricula vitae (to include details of all qualifications) of any proposed substitute and shall permit the HAAD to interview any substitute. The HAAD may in its absolute discretion refuse to accept any proposed substitute and in such case the Consultant shall submit to the HAAD RFP no.: 15 /S/ HAAD/PT/2015 Page 15 of 22

16 further names and curricula vitae of proposed substitute personnel. The fees for the Services as set out below in Article 9 will not be changed by the replacement of Consultant's personnel as requested by the HAAD. C. The Consultant shall make no change to the personnel specified in Annex III without the prior approval of the HAAD. If the HAAD shall approve a change in the Personnel, the Consultant shall submit to the HAAD the names and curricula vitae (to include details of all qualifications) of any proposed substitute and shall permit the HAAD to interview any substitute. The HAAD may in its absolute discretion refuse to accept any proposed substitute and in such a case the Consultant shall submit to the HAAD further names and curricula vitae of proposed substitute personnel. Without prejudice to the foregoing, if the HAAD so requests, the Consultant will provide the HAAD with the names of proposed substitutes to enable the HAAD to approve a substitute in accordance with the terms hereof in advance of any specific requirement by the HAAD. The HAAD shall promptly give or refuse its approval. Article 6 - Information to be provided to the Consultant The Authority shall supply free of charge all available data and information, and shall give such assistance to the Consultant at its request and as may be reasonably required for carrying out his duties under this Agreement. Article 7 - Invoices Payments will be made within 30 days from the date of receiving an acceptable invoice to the finance. The submitted invoice should be signed and stamped by the Consultant and include the following information: Contract no. Contact person in the firm The service provided Bank details (i.e., branch details, account number etc. ) Article 9 - Contract Price The contract Price shall be. AED. The price shall be fixed and not subject to change. Article 8 - Contact addresses Any written communication relating to this Contract between the HAAD and the Consultant must state the Contract title and identification number, and must be sent by post, fax, or by hand to the addresses identified herein this contract. Article 9 - Performance Bond The Vendor will be required to secure a performance bond in an amount equal to 10 % of the Agreement ceiling value within 10 days from signing the contract and to be in effect for the duration of the performance period. The performance bond may be used to satisfy lack of delivery and/or loss incurred in the event of the Vendor s failure to deliver or perform according to the requirements of this RfP and the purchase order. The performance bond may be liquidated by HAAD in cases including without limitation lack of performance, breach of contract, fraud or where penalties imposed exceeds 10% of the contract price. Article 10 - Intellectual Property A. The Consultant may furnish the HAAD with reports, analyses or other such materials (the "Materials"). The HAAD understands and agrees that any such Materials will be furnished solely for its internal use and may not be furnished in whole or in part to any person or entity except as set out in clause 12.B, below. RFP no.: 15 /S/ HAAD/PT/2015 Page 16 of 22

17 B. The HAAD may furnish the Materials to its directors, officers, Abu Dhabi government bodies and its employees, to its legal counsel, accountants, and stakeholders. The HAAD further may refer to the Consultant or attribute information to the Consultant in communication external to the HAAD for purposes, including without limitation in press releases, web sites, and conversations with analysts. C. The HAAD shall own all right, title, and interest, including, without limitation, all intellectual property rights, in and to the Materials, except that the Consultant retains all right, title and interest, including, without limitation, intellectual property rights, in and to the Consultant s Tools (as defined below). To the extent that the Materials include any Consultant s Tools, the Consultant hereby grants to the HAAD a non-exclusive, non-transferable, non-sub-licensable, worldwide, royalty-free, perpetual license to use and copy the Consultant s Tools solely for internal purposes and solely as part of the Materials. The Consultant s Tools consist of any and all concepts, analyses, know-how, tools, frameworks, models, and industry information and perspectives used by the Consultant in connection with the Services. Article 11 - Non-assignment A. The Consultant shall not assign or transfer the benefits and obligations of this Contract or any part thereof to any person/company except by the HAAD 's written approval. For the purposes of this agreement with respect to the Consultant, the term affiliates means any entities that directly or indirectly control, are controlled by, or are under the same control as, such party or any other entities affiliated with such party or entities. B. In any case of bankruptcy or liquidation of the Consultant, this Contract shall automatically be terminated. In this case, the official receivers, trustees or liquidators of the Consultant shall not have the right to transfer/ assign the benefits or any of the rights under this Contract or prejudice the rights acquired by the HAAD from the Consultant hereunder. Article 10 - Consultant s Obligation 1. The Consultant may not bill the healthcare providers or payers for any charges. 2. The Consultant must ensure the confidentiality of patient information and any other records related to the patients. 3. The Consultant must sign an undertaking not to share the outcome and conclusions of its deliverables with any individuals or organizations not authorized by the HAAD in writing. 4. The Consultant will not make any subcontracts other than the agreed ones, in such cases prior information and approval will be required. Article 12 - Acknowledgement It is the long-standing practice of the Consultant to serve multiple clients within industries, including those with potentially opposing interests, as well as counter-parties in merger, acquisition and alliance transactions. The Consultant is committed to maintain the confidentiality of the HAAD s information (generally as described in this Agreement) in all such situations. Article 13 - Penalties In case the required items & deliverables are not submitted or performed by the Consultant by the expected delivery dates stated in Schedule 3, (the Project Time Schedule), this delay in delivery will be investigated and the Consultant will be penalized. The penalty for late delivery is set at each week delay started after the agreed upon date for delivering the services: 1% for the first week or part of it- 2% for the second week or part of it- 3% of the third and fourth week or part of them- 4% of the fifth and sixth week or part of it. The maximum penalty to be imposed in the Agreement shall not exceed 10% of the Agreement. RFP no.: 15 /S/ HAAD/PT/2015 Page 17 of 22

18 The Contracting Authority shall have the right to deduct penalties from the Consultant s invoices. Notwithstanding the foregoing, and provided that the Consultant provides the Contracting Authority with prior notice and a good faith reason for the delay, the Contracting Authority may provide the Consultant with an extension of time to cure its delayed delivery of required items and deliverables without the imposition of any penalties for that part of the delayed deliverable (s) unless that extension of time will result in an extension to the Contract duration beyond 8 weeks pursuant to Article 4 in which case no extension will be granted and the penalty provision as provided for under this Article 15 will apply. Article 14 - Confidentiality The Consultant and/or the HAAD: a. Acknowledges that all Disclosures given by either of them or a third party to the other is of a confidential nature; b. Acknowledges that all Disclosures are issued in connection with the performance of the Agreement and shall remain the property of the Disclosing Party at all times; c. Undertakes to keep secret and confidential all and every part of the Disclosure and the contents of this Agreement unless and until the relevant part thereof shall become public knowledge; d. Undertakes to keep in a safe, secure and confidential place any documents and materials supplied to it, and not to make use of or permit others to make use of the Disclosure or any part of it except where it is necessary in order for a person to perform this Agreement or as otherwise authorized by the HAAD or the Consultant in writing; e. To the extent that the Disclosure is no longer required to enable either the HAAD or the Consultant to perform its duties under this Agreement, such party shall return the Disclosure together with all copies, notes and transcriptions thereof to the other party forthwith upon demand but in any event shall return the Disclosure and all copies, notes and transcriptions of the same upon the termination of this Agreement; f. The Consultant and the HAAD shall procure that any person to whom all or part of the Disclosure is divulged shall enter into a confidentiality undertaking in similar terms hereto; g. In so far as any part of the Disclosure is in the public domain, the provisions of this clause will not apply to that part of the Disclosure. Article 15 - Taxes The Consultant shall be liable for all taxes, imposts, duties, withholding taxes, charges or other assessments of whatsoever nature, whether levied by the Government of Abu Dhabi or the UAE, or any other Government elsewhere. Article 16 - Termination A. The availability of penalties does NOT limit the HAAD s right to terminate this Contract for the Consultant s lack of performance in carrying the agreed upon service or as stipulated under article 11.B. B. The HAAD and the Consultant shall both have the right to terminate this Agreement or any appointed Consultant upon written notification of at least thirty (30) working days before such RFP no.: 15 /S/ HAAD/PT/2015 Page 18 of 22

19 termination. In such a case the Consultant shall proceed in an orderly, rapid and economic way with the procedures to terminate his services and duties under this Agreement. In the event of any termination hereunder, the HAAD s sole responsibility with respect to payment shall be to pay those amounts earned through the effective date of termination. Article 17 - Governing Law and Language A. The contract is subject to and shall be construed according to the applicable laws and regulations of the United Arab Emirates and the Emirate of Abu Dhabi. B. The contract and all notices pursuant to the provisions of this subcontract shall be in English. Article 18 - Entire Agreement A. This Contract embodies the entire agreement between the HAAD and the Consultant with respect to the Services and supersede all prior agreements, negotiations, understandings, representations and warranties, whether written, oral or otherwise and in particular any standard terms customarily issued by the Consultant. B. No changes, amendments or modifications of the terms or conditions of this Agreement shall be valid unless executed in writing and signed by both parties. Article 19 - Dispute settlement Any disputes arising out of or relating to this Contract which cannot be settled otherwise shall be referred to the competent courts in the Emirates of Abu Dhabi for consideration and settlements in accordance with the applicable law and regulations. Notwithstanding the referral of the disputes as mentioned herein, the Consultant shall continue to perform their duties under this agreement if so requested by the HAAD. This Contract is written in English in three originals, two originals for the HAAD and one original being for the Consultant. For the Consultant Name: Position: Signature: Date: For the HAAD Name: Position: Signature: Date: RFP no.: 15 /S/ HAAD/PT/2015 Page 19 of 22

20 Annex I Evaluation Criteria and scores Evaluation Criteria Quality of written proposals and accompanying presentation : (clear illustration of approach, addressing RfP points & in order,.. etc). Proposed Methodology /Approach and data: The bidder demonstrates that the approach outlined is flexible, fact-based and will lead to robust achievable recommendations,experience & Client reference : Consultant s background and experience on projects of similar nature, including references inputs and/or feedbacks Consultant / Team expertise Key Staff: Availability of sufficient personnel with the adequate and sufficient qualifications, skills and experience dedicated to the project Time Schedule: The details, adequacy and timetable of the management plan for the activities meeting the duration requested in this RfP. Maximum score Overall total score 100 Only proposals with average scores of at least 70 points in the technical evaluation criteria will be considered. RFP no.: 15 /S/ HAAD/PT/2015 Page 20 of 22

21 Annex II- Financial Template A. Financial Offer Cost : Project deliverables in line with Section B (Article 5-) Total project hours Total costs /AED Total Financial offer / AED Details of Financial Break down: Staff Position* Hourly Total project hours Total costs /AED rate/aed Partner Project Manager Others Travel and accommodation expenses ** Total financial offer *Bidder has to list all the project staff, their responsibilities and number of hours to be spent by each staff ** This cost will be reimbursed by HAAD based on proof documents ( invoices, receipts,.. etc ) RFP no.: 15 /S/ HAAD/PT/2015 Page 21 of 22

22 To : Health Authority- Abu Dhabi Annex III -Letter of Submission Subject: Letter of Submission for Tender no Tender title: Dear Sirs, We, [insert Company Name], hereby acknowledge that we studied the subject RFP and we are in agreement with the terms and conditions of it and certifying that all information offered in the submitted proposal are true, accurate, and complete. In case of any clarification, please contact Mr assigned to respond to any received inquiry related to the submitted proposals in responses to this RfP. The contact is as follows: Designation: Tel: Mobile: Authorized Signatory Name: Designation: Signatures: Date: Company stamp RFP no.: 15 /S/ HAAD/PT/2015 Page 22 of 22