COUNTY OF SANTA CLARA, CALIFORNIA REQUEST FOR PROPOSAL RFP-PRO-FY FOR PHYSICIAN AND SUPPORT STAFF SERVICES. ISSUED: July 25, 2011

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1 COUNTY OF SANTA CLARA, CALIFORNIA REQUEST FOR PROPOSAL RFP-PRO-FY FOR PHYSICIAN AND SUPPORT STAFF SERVICES ISSUED: July 25, 2011 PROPOSALS DUE: AUGUST 22, 2011 BY 3:00 P.M. PACIFIC TIME PROCUREMENT DEPARTMENT 2310 NORTH FIRST ST., SUITE 201 SAN JOSE, CA Earl Paden (408)

2 TABLE OF CONTENTS I. INTRODUCTION... 3 II. CONDITIONS GOVERNING THE PROCUREMENT... 6 III. RESPONSE FORMAT AND ORGANIZATION IV. EVALUATION V. REQUIREMENTS AND OFFEROR SUBMITTAL APPENDICES: All applicable Appendices must be submitted with the proposal. APPENDICE A - STATEMENT OF WORK/REQUIREMENTS APPENDICE B - EMERGENCY DEPARTMENT SERVICES SUBMITTAL APPENDICE C - INPATIENT & AMBULATORY CARE SERVICES SUBMITTAL APPENDICE D - COST PROPOSAL RESPONSE FORM APPENDICE E - NON-COLLUSION DECLARATION APPENDICE F - DECLARATION OF LOCAL BUSINESS APPENDICE G - OFFEROR'S TERMS AND CONDITIONS APPENDICE H - ASP SECURITY ASSESSMENT 41 ATTACHMENTS: The attachments listed below are the requirements and do not have to be submitted with the proposal. ATTACHMENT A - SAMPLE AGREEMENT TERMS AND CONDITIONS... ATTACHMENT B - INSURANCE REQUIREMENTS... ATTACHMENT C - CONFIDENTIALITY/SECURITY FORM.. ATTACHMENT D - INFECTION PREVENTION MANUAL.....

3 INTRODUCTION SECTION I INTRODUCTION 1. INVITATION The County of Santa Clara (hereafter, County ) is seeking proposals from qualified vendors to provide Physician and Mid-Level Provider Services at the Santa Clara Valley Medical Center s (SCVMC) Emergency Room department, Inpatient and Outpatient services to include all regional clinic locations, and provide acute Psychiatric and Sexual Assault Response Team (SART) services. 1.1 The selected Contractor(s) shall provide all physician and mid-level provider services required for quality and timely patient care in SCVMC s Emergency Department (ED) that operates twenty-four hours per day, seven days a week, and inpatient and ambulatory care services to include regional health center locations, acute psychiatric services, and provide specialized Sexual Assault Response Team (SART) services. Offerors may propose to provide Emergency Department services only or Inpatient and Outpatient services only, or services for all areas. Proposals shall include staffing for Express Care Clinic adjacent to the Emergency Department which operates daily from 8:30am 1:00am. However, Express Care Clinic provider services may not be included in the final agreement at County s sole discretion. 1.2 For Emergency Department and Express Care Clinic services, offeror shall appoint a qualified and experienced Medical Director who shall be responsible for implementing a defined set of duties for the Emergency Department and Express Care Clinic. Physicians from the selected firm shall also provide clinical and didactic training to residents, house staff and medical students enrolled in educational programs conducted by SCVMC. They shall also participate in and represent the ED and ambulatory care services on various SCVMC and Medical Staff committees as well as within the community. 1.3 Term: The County of Santa Clara intends to enter into a contract for these services for a three year term from November 21, 2011 through November 20, 2014 with an option to renew the agreement for two additional one year extensions. 1.4 Contracting for Physician services will enable SCVMC to achieve its goals of providing 24/7/365 quality healthcare for the residents of the County of Santa Clara. 1.5 This RFP may result in a single or multiple award of a contract(s). 2. BACKGROUND 2.1 Santa Clara County Santa Clara County is located at the southern end of the San Francisco Bay and forms the geographic core of the economic region called Silicon Valley. The County has approximately 1.8 million residents which makes it the sixth largest in California, is the largest of the nine Bay Area counties, and contains 15 incorporated cities within its borders including: Campbell, Cupertino, Gilroy, Los Altos, Los Altos Hills, Los Gatos, Milpitas, Monte Sereno, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara, Saratoga and Sunnyvale, as well as numerous special districts. Ninety percent of the population lives within the cities while unincorporated ranch and farmland covers a significant portion of the County s 1,315 square miles. County residents speak over 100 languages and dialects with over 55 percent of them from either Asian, Hispanic or Latino backgrounds. RFP-PRO-FY Physician and Support Staff Services Page 3 of 71

4 INTRODUCTION In recent years, Silicon Valley has been synonymous with high technology and innovation. Since 1945 it has transitioned from an agricultural based economy to one where industrial firms related to technology, life sciences, financial and professional services dominate the economy. Second tier industries include general manufacturing, telecommunications, utilities, education and healthcare. Silicon Valley is now positioned to be a leader in high-productivity and cutting-edge innovation and a magnet for green and solar technology. 2.2 Santa Clara County Government The County of Santa Clara (SCC) government employs more than 15,000 individuals who work to promote a healthy, safe and prosperous community for all residents. The County delivers services for a wide range of entities including airports, child support, criminal justice, environmental protection, health care, libraries, parks and recreation, public safety, roads and social services. These County services have a combined annual operating budget of approximately $4 billion SCC has not been immune from the economic forces that have battered California, the United States and world economies. Since June 2002, the County has faced major deficits between expected revenues and projected expenditures. The County s budget deficit reduction solutions have struck a balance between preserving its safety net services, reduction in programs, and maintenance of financial reserves. For the fiscal year that began July 1, 2010, the County closed a budget deficit of approximately $220 million. For the next several years, all indications are that the fiscal challenges facing the County will remain challenging. 2.3 Santa Clara County Valley Medical Center (SCVMC) SCVMC consists of a public hospital located approximately 3 miles west of downtown San Jose, California, on the corner of Moorpark and Bascom Avenues, and outlying clinics located strategically throughout the County, that form an integrated health care delivery system owned and operated by the SCC government Mission and Commitments The staff at SCVMC is dedicated to the health of the entire community. SCVMC s mission is to provide high quality, cost-effective medical care to all residents regardless of their ability to pay Employees conduct themselves and provide services using the following values as guides: Patients are the Priority One Team Working Together Professional Competence and Excellence User-Friendly Physical Environment Responsibility for Resources Responsibility to the Community RFP-PRO-FY Physician and Support Staff Services Page 4 of 71

5 INTRODUCTION In addition to its core health care mission, SCVMC is committed to: 2.4 Project Scope of Work Make available a wide range of inpatient, ambulatory care, and emergency services within resource constraints. Maintain an environment where the needs of patients are paramount, and where patients, their families, and all SCVMC visitors are treated in a compassionate, supportive, friendly, and dignified manner. Support a setting where quality medical education and professional training are conducted for the welfare and benefit of patients and the community. Maintain a workplace that recognizes and appreciates its employees and allows employees to realize their full work potential. The complete scope of work is referenced in Appendix A, and is dependent upon the contracted solution. The deployment of contracted physicians and mid level providers shall consist of planning, organizing, scheduling providers to deliver patient care that allows for integration of contracted physicians and mid-level providers with SCVMC s hospital and outlying clinic s staffing needs. In addition, SCVMC shall require certification of all contracted physicians to include certification for the specific medical specialty for each physician and any technical support staff. The selected contractor shall also provide technical support and periodic reports to the SCVMC Chief Executive Officer or designee that measures contractor s performance in providing physician services to the SCVMC departments and clinics covered under the awarded contract. Contractor shall also collaborate with SCVMC staff on necessary interfaces at the E.D. and outpatient/inpatient clinics. 3. POINT OF CONTACT: The County has designated a Procurement Officer who is responsible for the conduct of this procurement whose name, address and telephone number is listed below: Earl Paden, Procurement Manager County of Santa Clara Procurement Department 2310 North First Street, Suite 201 San Jose, CA Telephone: (408) earl.paden@proc.sccgov.org Any inquiries or requests regarding this procurement must be submitted to the Procurement Officer in writing. Offerors may contact ONLY the Procurement Officer regarding this RFP. RFP-PRO-FY Physician and Support Staff Services Page 5 of 71

6 CONDITIONS GOVERNING THE PROCUREMENT SECTION II CONDITIONS GOVERNING THE PROCUREMENT This section of the RFP contains the anticipated schedule for the procurement and describes the procurement events as well as the conditions governing the procurement. 1. SEQUENCE OF ACTIVITIES & TIMELINE The Procurement Officer will make every effort to adhere to the following anticipated schedule: ACTIVITY DATE 1. Issuance of RFP 7/25/ Pre-Proposal Conference (Ref. Section 2.2 for Details) 8/3/ Deadline To Submit Written Questions 8/5/ Response to Written Questions/RFP Addendum 8/15/ Submission of Proposals 8/22/ Proposal Evaluation 8/24/11 9/7/11 7. Selection of Shortlist, if applicable 9/12/ Demonstrations/presentations (County option), if applicable 9/22/ Selection of Finalist for Negotiations, if applicable 9/26/ Final Negotiations, BAFO, and finalize and award contract 10/3/ Commencement of Contract 11/21/ EXPLANATION OF ACTIVITIES 2.1 Issuance of RFP This RFP is being issued by the County of Santa Clara Procurement Department. Copies of this RFP including supporting documents may be obtained from Bidsync s web site at http\\. If your company is not registered on Bidsync you are encouraged to visit the website and register online. Registration is free. If you have difficulty navigating the website please contact the websites customer service phone number in the lower right corner of the web page. 2.2 Pre-Proposal Conference A pre-proposal conference is scheduled for this RFP via conference call per the information listed below. Attendance for this conference is non-mandatory, however qualified, and interested companies who intend on participating in this solicitation are encouraged to attend. DATE: August 3, 2011 TIME: 10:00am (Pacific Time) CALL-IN Number: 1(866) , Pin Code: RFP-PRO-FY Physician and Support Staff Services Page 6 of 71

7 CONDITIONS GOVERNING THE PROCUREMENT 2.3 Deadline to Submit Written Questions All questions must be submitted in writing. Submittal of questions are due on August 5, 2011 by 3:00pm (Pacific Time), please contact the procurement officer referenced in Section 1, sub-section 3 via Bidsync.com, using the questions submittal feature provided by the website Potential Offerors may submit written questions to this RFP up to the deadline date, as indicated in Section II, sub-section 1 above. The Procurement Officer will not respond to questions submitted in any other manner or format Answers to questions received by the deadline will be listed on an addendum to the RFP and posted on the Bidsync website Additional written questions must be received on bidsync by the Procurement Officer no later than two (2) days after the addendum is posted. The County will respond in the same manner. Thereafter, the County does not guarantee that questions submitted will be responded to before the RFP closing date and time. 2.4 Response to Written Questions/RFP Amendments Responses to written questions and/or any amendments to the RFP will be issued as an addendum to the RFP and posted on website. The County reserves the right to post addenda up to the RFP closing date and time. 3 SUBMISSION OF PROPOSAL PROPOSALS MUST BE RECEIVED NO LATER THAN THE DEADLINE SPECIFIED IN SECTION II, SUB-SECTION 1, TITLED TIMELINE. Proposals are to be received at the location, time and place listed below. All proposals received will be date and time stamped. 3.1 All deliveries via express carrier should be addressed as follows: Procurement Department County of Santa Clara 2310 North First St., Suite 201 San Jose, CA Earl Paden, Procurement Manager RFP-PRO-FY RFP Due: 8/22/2011 by 3:00pm PDT 3.2 Proposals must be sealed and labeled with the above information on the outside of the package to clearly indicate that they are in response to the RFP # and title as referenced on the cover page 4 PROPOSAL EVALUATION An Evaluation Committee comprised of SCVMC staff shall review and evaluate all received proposals and make a recommendation for an award of a contract. RFP-PRO-FY Physician and Support Staff Services Page 7 of 71

8 CONDITIONS GOVERNING THE PROCUREMENT 5 SELECTION OF SHORTLIST In the sole discretion of the County, Offeror s proposals that demonstrate the capability to meet SCVMC s requirements and are evaluated to be within a competitive range may be selected on a shortlist of Offerors to progress to the next round of the evaluation process. 6 DEMONSTRATION/PRESENTATIONS In the sole discretion of the County and at its option, Offerors may be required to perform a demonstration/presentation of their proposed solution. Demonstrations and/or presentations will be held on-site at a County location. Finalists shall be notified of the date, time, and location at a later date in the solicitation process. 7 SELECTION OF FINALIST FOR NEGOTIATIONS In the County s sole discretion, one or more Offerors may be selected as a finalist and invited to enter into negotiations with SCVMC and/or proceed to the next round of evaluation. 8. FINAL NEGOTIATIONS, BAFO, AND FINALIZED AND AWARD CONTRACT In the County s sole discretion, one or more Offerors may be selected to enter into final negotiation with the intent of award. Offerors may be given an opportunity to provide a Best and Final Offer (BAFO). 9. COMMENCEMENT OF CONTRACT The estimated effective date of the Contract shall be November 21, GENERAL 10.1 Incurred Cost for RFP This RFP does not commit the County to award, nor does it commit the County to pay any cost incurred in the drafting or submission of proposals, or in undertaking necessary studies or designs for the preparation thereof, nor procure or contract for services or supplies. Further, no reimbursable cost may be incurred in anticipation of a contract award Claims Against the County Neither your organization nor any of your representatives shall have any claims whatsoever against SCVMC, the County of Santa Clara or any of its respective officials, agents, or employees arising out of or relating to this RFP or these RFP procedures except as set forth in the terms of a definitive agreement between the County and the Contractor Guarantee of Proposal Responses to this RFP is to include proposal pricing if applicable which shall be considered firm and irrevocable for one-hundred and eighty (180) days after the due date for receipt of proposals and/or one-hundred eighty (180) days after receipt of a best and final offer, if applicable. RFP-PRO-FY Physician and Support Staff Services Page 8 of 71

9 CONDITIONS GOVERNING THE PROCUREMENT 10.4 Basis for Proposal Only information supplied by SCVMC in writing by the Procurement Officer in connection with this RFP should be used as the basis for the preparation of Offeror s proposal Form of Proposals The County will only accept written proposals. No telephone, facsimile, verbal or electronic proposals will be accepted Amended Proposal An Offeror may submit an amended proposal; however, any amended proposal must be received before the deadline date and time for receipt of proposals. Such amended proposals must be complete replacements for a previously submitted proposal and must be clearly identified in a written format. County personnel will not merge, collate, or assemble proposal materials Withdrawal of Proposal Offerors will be allowed to withdraw their proposals at any time prior to the deadline for receipt of proposals. The Offeror must submit a written withdrawal request signed by the Offeror s duly authorized representative addressed to the Director of Procurement and submitted to the Procurement Officer Late Responses All proposals submitted in response to this RFP must be delivered in person or received via courier or mail no later than the RFP due date and time referenced in Section II, Item 1. The Procurement Department shall date and time stamp the receipt of proposals. The County will not accept late proposals and shall return proposals that are received late, unopened to the submitting proposer No Public Proposal Opening There will be no public opening for this RFP. The County will evaluate all submitted proposals and post results of those evaluations to the bid website California Public Records Act (CPRA) All proposals become the property of the County, which is a public agency subject to the disclosure requirements of the California Public Records Act ( CPRA ). If Contractor s proprietary information is contained in documents submitted to County, and Contractor claims that such information falls within one or more CPRA exemptions, Contractor must clearly mark such information CONFIDENTIAL AND PROPRIETARY, and identify the specific lines containing the information. In the event of a request for such information, the County will make best efforts to provide notice to Contractor prior to such disclosure. If Contractor contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the County s deadline for responding to the CPRA request. If Contractor fails to obtain such remedy within County s deadline for responding to the CPRA request, County may disclose the requested information. RFP-PRO-FY Physician and Support Staff Services Page 9 of 71

10 CONDITIONS GOVERNING THE PROCUREMENT Contractor further agrees that it shall defend, indemnify and hold the County harmless against any claim, action or litigation (including but not limited to all judgments, costs, fees, and attorney s fees) that may result from denial by County of a CPRA request for information arising from any representation, or any action (or inaction), by the Contractor Confidentiality All data and information obtained from the County by the Offeror and its agents during the RFP process, including reports, recommendations, specifications and data, shall be treated by the Offeror and its agents as confidential. The Offeror and its agents shall not disclose or communicate this information to a third party or use it in advertising, publicity, propaganda, or in another job or jobs, unless written consent is obtained from the County. Generally, each proposal and all documentation, including financial information, submitted by an Offeror to the County is confidential until a contract is awarded, when such documents become public record under state and local law, unless exempted under CPRA Electronic Mail Address Communication regarding this procurement shall be conducted through the use of electronic mail ( ). Potential Offerors agree to provide the Procurement Officer with a valid address to receive this correspondence Use of Electronic Versions of RFP This RFP is being made available by electronic means. If accepted by such means, the Offeror acknowledges and accepts full responsibility to insure that no changes are made to the RFP. In the event of conflict between a version of the RFP in the Offeror s possession and the version maintained by the Procurement Department, the version maintained by the Procurement Department shall govern County Rights The County reserves the right to execute any of the following actions listed below at any time: Reject any or all proposal(s), without indicating any reason for such rejection; Waive or correct any minor or inadvertent defect, irregularity or technical error in a proposal or the RFP process, or as part of any subsequent contract negotiation; Request that Offerors supplement or modify all or certain aspects of their proposals or other documents or materials submitted; Terminate the RFP, and at the County s option and issue a new RFP; Procure any equipment or services specified in this RFP by other means; Modify the selection process, the specifications or requirements for materials or services, or the contents or format of the proposals during the RFP term via the issuance of an addendum; Extend a deadline specified in this RFP via an addendum, including deadlines for accepting proposals; Negotiate with one or more of the Offerors submitting proposals; Modify in the final agreement and any terms and/or conditions described in this RFP; Terminate negotiations with an Offeror without liability, and negotiate with other Offerors; RFP-PRO-FY Physician and Support Staff Services Page 10 of 71

11 CONDITIONS GOVERNING THE PROCUREMENT Disqualify any Offeror on the basis of a real or apparent conflict of interest or evidence of collusion that is disclosed by the proposal or through other information discovered by the County; Reject or disqualify a proposal of any Offeror who is not a responsible proposer or fails to submit a responsive offer as determined in the County s sole discretion, and/or accept all or a portion of an Offeror s proposal PROTEST PROCEDURES The Procurement Officer will send an to all proposers informing them of the proposal that was selected. Proposers whose proposals were not selected may file a written protest ( Protesters ) no later than 5 days of the sending of the notifying proposers of the County s selection. a. Filing a Protest The protest of an award must be in writing. The following must be written on the cover of the protest: Protest Relating to RFP-PRO-FY The written protest must be ed, faxed and/or mailed to the Department Director and the designated Procurement Officer. All protests must be received by the designated Procurement Officer within five days after the Procurement Officer has sent the to proposers of the County s intent to award the contract. Any protests received after this time will not be considered. b. Contents of Protest The written protest must contain the following information: (1) the name, street address, electronic mail address, and telephone and facsimile number of the Protester; (2) signature of the Protester or its representative; (3) clearly state the grounds for the protest as set forth below; (4) copies of any relevant documents; (5) the form of relief requested; and (6) the method by which the Protester would like to receive the Reviewing Officer s written protest decision. The written protest must clearly state the grounds for the protest. Protests should be concise and logically arranged. c. Grounds for Protest Protests shall be based only on the Protester s belief that one or more of the following situations happened: (1) the County failed to follow the procedures and adhere to requirements set forth in the solicitation or any addendum thereto; (2) there was misconduct or impropriety by County officials or evaluation team members; and (3) there was abuse of process or abuse of discretion by County officials or evaluation team members. d. Protest Resolution Process 1. Informal Review by Department A designee of the requiring department will review the protest in a timely manner and work expeditiously to informally resolve it. If the designee of the requiring department is not able to resolve the protest, then the Purchasing Director will either appointment or act as Independent Reviewing Officer for the RFP. RFP-PRO-FY Physician and Support Staff Services Page 11 of 71

12 CONDITIONS GOVERNING THE PROCUREMENT 2. Formal Review by the Independent Reviewing Officer The Department is required to provide written notification to the Protester that the protest is being forwarded to an independent Reviewing Officer and the contact information for the Reviewing Officer. Both the Department and Protester have 10 business days from the date of the written notification issued by the Department to forward any additional documents to the Reviewing Officer that they believe are relevant to the review of the protest. The notification being sent to the Protester by the Department should also state that the Protester has 10 business days from the date of the notification to forward additional documents to the Reviewing Officer. Protester may not present any additional grounds for protest, argument or narrative. The Reviewing Officer shall conduct an independent review of the protest to determine whether the grounds for the protest have merit. Only the information contained in a timely protest shall be considered by the Reviewing Officer. The Reviewing Officer shall only consider the documents each party has submitted, grounds for protest, and grounds to reject the protest. The Reviewing Officer will issue a written decision on a timely written protest within 20 days of receiving a protest; however, the time for decision may be extended by the Reviewing Officer. The Reviewing Officer will issue the written decision to the Protester and the Department. If the Protester failed to specify in its written protest the method by which the Protester would like to receive the Reviewing Officer s written protest decision, the Reviewing Officer will send his written decision to the Protester by mail. The decision of the Reviewing Officer shall be final. e. Remedies If the Reviewing Officer sustains a protest in whole or in part, the Reviewing Officer shall refer the matter back to the Department for redress in conformance with the Reviewing Officer s decision. If the Reviewing Officer rejects the protest, then the Department may proceed with its process ASSIGNMENT OF CLAYTON ACT, CARTWRIGHT ACT CLAIMS In submitting a response to a solicitation issued by the County, the responding person and/or entity offers and agrees that if the response is accepted, it will assign to the County all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the responding person and/or entity for sale to the County pursuant to the solicitation document. Such assignment shall be made and become effective at the time the County tenders final payment to the responding person and/or entity. RFP-PRO-FY Physician and Support Staff Services Page 12 of 71

13 RESPONSE FORMAT AND ORGANIZATION SECTION III RESPONSE FORMAT AND ORGANIZATION This section contains relevant information Offerors should use for the preparation of their proposals. 1. NUMBER OF RESPONSES Offerors must submit only one proposal. However, an Offeror may propose an Alternate solution to specifications/services described in these RFP documents. If an Offeror elects the option to submit an Alternate solution the Offeror must clearly identify their proposal as an Alternate solution and respond to the respective submittals accordingly. 2. ORIGINAL AND COPIES Offerors shall provide one (1) original and ten (10) identical copies of their proposal to the location specified in Section II, sub-section 3.1 on or before the closing date and time for receipt of proposals. An original proposal shall be submitted in a 3-ring binder and must be stamped original and contain original signatures by a proposer s officer (Blue Ink) on the necessary forms. The remaining sets should be copies of the originals and are to be submitted in 3-ring binders. Offerors must also provide one (1) electronic copy of their proposal in CD-ROM format and prepared using Microsoft Office 2003 or later (Word, Excel and Project) software version. The CD shall be included in the original proposal binder. 3. PROPOSAL FORMAT All proposals shall be typewritten on standard 8 ½ x 11 paper (larger paper is permissible for charts, spreadsheets, etc.), and placed within the 3-ring binder with tabs delineating each section. Hard copies should utilize both sides of the paper where practical. 3.1 Letter of Transmittal Each proposal received must include a letter of transmittal. The letter of transmittal MUST: Identify the submitting organization; Identify the name, title, telephone and fax numbers, and address of the person authorized by the organization to contractually obligate the organization; Identify the name, title, telephone and fax numbers, and address of the person authorized to negotiate the contract on behalf of the organization; Identify the names, titles, telephone and fax numbers, and addresses of persons to be contacted for clarification; Be signed by the person authorized to contractually obligate the organization; and Acknowledge receipt of any and all addenda to this RFP; and identify all sections of the proposal that the Offeror claims contain proprietary or confidential information. RFP-PRO-FY Physician and Support Staff Services Page 13 of 71

14 RESPONSE FORMAT AND ORGANIZATION 4. PROPOSAL ORGANIZATION The proposal must be organized and indexed in the following format and must contain, at a minimum, all listed items in the sequence indicated: Tab 1: Tab 2: Tab 3: Tab 4: Tab 5: Tab 6: Tab 7: Tab 8: Tab 9: Letter of Transmittal Table of Contents Executive Summary Section V A: Offeror s Corporate Information (to include a Table of Organization down to the project team lead for the SCVMC program Appendix A: Statement of Work/Requirements Response Appendix B: Emergency Department and Express Care Clinic Services Submittal Appendix C: Inpatient & Ambulatory Care Submittal Appendix E: Non-Collusion Declaration Form Appendix F: Declaration of Local Business, if applicable. Tab 10: Appendix G: ASP Checklist Assessment Checklist, if applicable. Tab 11: Appendix H: Offeror s Terms and Conditions Tab 12: Exceptions to the SCVMC Sample Agreement are to be provided on a separate page with each exception identified by the item number from the Sample Agreement. If there are no exceptions to the Sample Agreement proposers are to submit the first page of the agreement with the words no exceptions written on that page. 4.1 NOTE: Appendix D Cost Proposal Response Form: The original and all copies of the form must be submitted in a sealed envelope marked Copst Proposal - Appendice D and included ony with the orgional Proposal. 5. PROPOSAL PREPARATION INSTRUCTIONS Within each section of their proposal, Offerors shall address the items in the order in which they appear in this RFP. All forms provided in the RFP shall be thoroughly completed and included in the appropriate section of the submitted proposal. 6. NON-CONFORMING SUBMISSIONS Any submission may be construed as a non-conforming proposal and ineligible for consideration if it does not comply with the requirements of this RFP. RFP-PRO-FY Physician and Support Staff Services Page 14 of 71

15 EVALUATION SECTION IV EVALUATION 1. EVALUATION CRITERIA The Evaluation Criteria listed below will be utilized in the evaluation of the Offeror s written proposals and demonstration/presentation accordingly. The expectation is that those proposals in the competitive range may be considered for contract award. Proposals should provide clear, concise information in sufficient detail to allow an evaluation based on the criteria below. An Offer must be acceptable in all criteria for a contract to be awarded to the Offeror whose proposal provides the best value to the County. 1.1 Corporate strength, experience, financial strength, and reputation of Offeror; 1.2 Ability to meet staffing requirements; 1.3 Ability to meet business requirements; 1.4 Ability and willingness to meet performance objectives; 1.5 Local Preference; The overall total cost to SCVMC for contracted physician services and provider services will be considered, and the degree of the importance of cost (if applicable) will increase with the degree of equality of the proposals in relation to the other factors on which selection is to be based. 2. LOCAL BUSINESS PREFERENCE In accordance with applicable sections of Board Policy, Section , in the formal solicitation of goods or services, the County of Santa Clara shall give responsive and responsible Local Businesses the preference described below. 2.1 Local Business means a lawful business with a physical address and meaningful production capability located within the boundary of the County of Santa Clara. 2.2 In order to be considered for Local Preference, Offeror must complete and submit Declaration of Local Business (Appendice F) with its RFP proposal. 2.3 The term production capability means sales, marketing, manufacturing, servicing, or research and development capability that substantially and directly enhances the firm s or bidder s ability to perform the proposed contract. Post Office box numbers and/or residential addresses may not be used as the sole bases for establishing status as a Local Business. 2.4 In the procurement of goods or services in which best value is the determining basis for award of the contract, five percent (5%) of the total points awardable will be added to the Local Business score. 2.4 When a contract for goods or services, as defined in this policy, is presented to the Board of Supervisors for approval, the accompanying transmittal letter shall include a statement as to whether the proposed vendor is a Local Business, and whether the application of the local preference policy was a decisive factor in the award of the proposed contract. RFP-PRO-FY Physician and Support Staff Services Page 15 of 71

16 EVALUATION NOTE: Local Business preference shall not apply to the following: 2.6 Public works contracts, 2.7 Where such a preference is precluded by local, state or federal law or regulation, 2 8 Contracts funded in whole or in part by a donation or gift to the County where the special conditions attached to the donation or gift prohibits or conflicts with this preference policy. The donation or gift must be approved or accepted by the Board of Supervisors in accordance with County policy; or 2.9 Contracts exempt from solicitation requirements under an emergency condition in accordance with board policy, state law and/or the County of Santa Clara Ordinance Code (Section A34-82). RFP-PRO-FY Physician and Support Staff Services Page 16 of 71

17 OFFEROR SUBMITTAL SECTION V OFFEROR SUBMITTAL This section contains requirements and relevant information Offerors should use for the preparation of their proposals. Offerors should thoroughly respond to each requirement. 1. OFFEROR S CORPORATE INFORMATION 1.1 Executive Summary Include a one or two page executive summary to provide the Evaluation Committee with an overview of the significant business features of Offeror s proposal. 1.2 Offeror s Experience/Information The Offeror shall include in their proposal a statement of relevant experience for both past and current customers. The Offeror should thoroughly describe, in the form of a narrative, its experience and success, as well as the experience if applicable, in providing and/or supporting the proposed contract physician services. In addition Offerors are required to provide the following information: Provide your company s name, business address (including headquarters), all local offices, co-office locations (city/state), and telephone numbers. Offerors shall indicate whether their company reports to a parent company, and provide the address, contact name and contact information for that person Provide the length of time your company has been providing contract provider services Indicate any offices or facilities located within the County of Santa Clara that substantially and directly enhance the Offeror s ability to perform the proposed services Provide a description of the Offeror s organization, including names of principals, number of employees, client base, areas of specialization and expertise, and any other information that will assist the Evaluation Committee in formulating an understanding of the size, stability, and strength of the organization Include a Table of Organization from the CEO/President down to the project manager contact for the SCVMC program. Also include your company s problem resolution process to include the problem escalation path Describe the company policy for maintaining confidentiality and controlling the dissemination of sensitive/confidential information, and personal criminal history Describe the tool(s) the company uses to obtain immunization records, certifications, and background checks for its contracted physicians and other support staff Provide the name of the jurisdiction in which the Offeror is organized and the date of such organization Provide specifics on the number of certified local (stationed in greater Bay Area) physicians if applicable. RFP-PRO-FY Physician and Support Staff Services Page 17 of 71

18 OFFEROR SUBMITTAL Provide a description of the depth of their experience your company has with providing and managing the proposed contracted physician solution Provide a discussion of the type and duration of the business relationship with other customers whose contracted physician services are similar to the requirements of SCVMC. Offerors shall provide 3 references (2 of which shall be from a publicly operated health center), to include name of agency, address, contact name and contact telephone number and/or address Describe the method used for change management and advance notification timeframe for process and/or application changes Describe the data security guarantees related to patient care, etc. (data encryption, data mining, and data mismanagement penalties (leakage, etc.), and any secondary database backup Provide a complete disclosure if Offeror, its subsidiaries, parent, other corporate affiliates or subcontractors have defaulted in its performance on a contract during the past five years which has caused the other party to terminate the contract. If so, identify the parties involved and the circumstances of the default or termination Provide a list of any lawsuits filed against the Offeror, its subsidiaries, parent, other corporate affiliates, or subcontractors in the past five years and the outcome of those lawsuits. Identify the parties involved and circumstances. Also, describe any civil or criminal litigation or investigation pending The Offeror will provide a detailed list of all litigation in which the proposer, its parentcompany or the affiliates of proposer's parent company are involved or have been involved during the last f ive years. Litigation means claims of over $50, 000 made by or against it including mediation, arbitration, or administrative actions, and the resolution of those cla ims. 1.3 Financial Stability/Offeror Financial Information Offeror shall submit historical copies of the most recent years of independently audited financial statements, as well as those for the preceding three years, if they exist. The submission shall include the audit opinion, balance sheet, income statement, retained earnings, cash flows, and notes to the financial statements. If independently audited financial statements do not exist for the Offeror, the Offeror shall state the reason and, instead, submit sufficient information such as the latest Dun and Bradstreet report to enable the Evaluation Committee to determine the financial stability of the Offeror. The Procurement Officer may request and the Offeror shall supply any additional financial information requested in a timely manner. 1.4 Past Performance (References) The Offeror s proposal shall include three different external references from clients who operate medical health systems who currently are contracted for physician services and are in operation for their entity, and who are willing to validate the Offeror s performance for this service. The minimum information that shall be provided for each client reference follows: Name of the company or entity; Address of the company or entity; Name of the contact person; Telephone number of contact person; RFP-PRO-FY Physician and Support Staff Services Page 18 of 71

19 OFFEROR SUBMITTAL address of the contact person; A description of the services provided and dates the services were provided; Number of physicians and other staff contracted for the entity; 1.5 Indemnity and Insurance Requirements Offerors shall provide a certificate(s) of insurance or a copy of an insurance declaration page(s) with their proposal as written evidence of their ability to meet applicable County insurance requirements in accordance with the provisions listed in Attachment B, titled Insurance Requirements for this RFP. In addition, Offerors shall provide a letter from an insurance agent or other appropriate insuring authority documenting their willingness and ability to endorse their insurance policies making the County of Santa Clara as additionally insured. 1.6 Technical Requirements The County is seeking a contractor to provide a complete solution for contracting physicians to satisfy the technical, functional and integration requirements of SCVMC, and one who is capable of providing the stated capacity and service levels as well as the training, certifications, and technical support required to maintain a sufficient and competent level of contracted physicians to an operational level The technical requirements are to be defined as referenced in the following Appendicies: Appendice A Physician & Support Staff Requirements Appendice B Emergency Department and Express Care Clinic Requirements Submittal Appendice C Inpatient & Ambulatory Care Submittal Offerors must submit a thorough narrative supported by references to the technical requirements documentation and in response to questions asked in Appendices A, B & C. 1.7 Implementation, Project Management, Training, and Ongoing Support Offerors shall provide implementation, project management, training, and ongoing support requirements per referencing the requirements to include a transition plan if awarded a contract. 1.8 Cost Proposal (Appendice D ) Offerors shall complete all pages of the Cost Proposal Response Form and submit in a sealed envelope with their original proposal. The sealed envelope shall be properly identified with the RFP# and title, and include the due date for proposal submissions. Proposed costs shall directly relate to the Project Plan for vendor credentialing. RFP-PRO-FY Physician and Support Staff Services Page 19 of 71

20 OFFEROR SUBMITTAL 1.9 Other Submittals Non-Collusion Declaration (Appendice E) Offerors shall complete and submit Non-collusion Declaration form (Appendice E ) with their proposal Declaration of Local Business (Appendice F) Offerors shall complete and submit Declaration of Local Business form (Appendice F, if applicable) with their proposal. Declaration form must be completed and submitted to receive credit Offeror s Terms and Conditions (Appendice G) Should Offerors object to any of the County s terms and conditions listed in Attachment A, titled Sample Agreement, Offeror must state their exception to these terms and propose specific alternative language and indicate the reason for their objection. The County may or may not accept the alternative language. General references to the Offeror s terms and conditions or attempts at complete substitutions are not acceptable to the County. Offerors must provide a brief discussion of the purpose and impact, if any, of each proposed changed followed by the specific proposed alternate wording. In addition, Offerors must submit with their proposal any additional terms and conditions that they expect to have included in the contract negotiated with the County. Offerors must provide specific proposed wording and a brief discussion of the purpose and impact, if any. Include any applicable agreement, such as license, service level, maintenance, etc ASP Security Assessment Checklist (Appendice H) Offerors shall complete and submit the ASP Security Assessment Checklist form with proposal, if applicable. Offeror shall complete and submit the Vendor Remote Access and User Responsibility form with proposal, if applicable. RFP-PRO-FY Physician and Support Staff Services Page 20 of 71

21 Appendice A Statement of Work APPENDICE A STATEMENT OF WORK/REQUIREMENTS 1. GENERAL INFORMATION 1.1 Scope of Inpatient Health Care Services California has licensed SCVMC for 524 general acute care beds of which approximately 330 are set up and staffed for use. For the fiscal year that ended on June 30, 2010, SCVMC had an average daily patient census of approximately 320. For FY 2012, SCVMC is budgeted for an average daily census of 318. SCVMC provides a range of sophisticated specialty services of which many have attained national recognition. These services include a world-class Rehabilitation Center, Regional Verified Burn Center, Neonatal Intensive Care Unit, and a Level 1 Trauma Center. SCVMC also operates an acute adult inpatient psychiatric unit with 50 licensed beds and the only licensed Emergency Psychiatric Services Department in Santa Clara County. 1.2 Scope of Ambulatory and Community Health Services Ambulatory and Community Health Services has a network of neighborhood Valley Health Centers (VHC), and a centralized Valley Specialty Center. With the support of four mobile health and dental service units, they provide an extensive array of health care services. The VHCs are located throughout Santa Clara County and offer Pediatric, Obstetrics/Gynecology, Adult/Family Medicine, Geriatric, Dental, and Urgent Care services. Regional sites include VHC Moorpark, Tully, Gilroy, Sunnyvale, East Valley, Milpitas, and Bascom. There are also two public health clinics focusing on TB, refugee health, and HIV. Valley Specialty Center offers a wide range of medicine and surgical specialties. Primary Care Visits (including Urgent Care) FY07 FY08 FY09 FY10 311, , , ,449 Specialty Care Visits 288, , , , Scope of Medical Education and Research Programs SCVMC also provides an extensive program of medical education and professional training. It has several residency programs and an affiliation with Stanford University School of Medicine. SCVMC also has numerous affiliations with schools of nursing and allied health professional training centers in the San Francisco Bay Area. SCVMC physicians also conduct some limited research at the facility. 1.4 Santa Clara Valley Medical Center s Emergency Department and Express Care Clinic SCVMC s Emergency Department has 24 beds, including 2 dedicated trauma beds. The Department currently uses a contracted group of physicians 24 hours a day, 7 days per week. It also operates the only paramedic base station in Santa Clara County. Since 1986, the ED has also operated as a Level 1 Trauma Center receiving adults and pediatrics via ambulance, walk-in and helicopter. The table below indicates the number of patient visits in the Emergency Department since July RFP-PRO-FY Physician and Support Staff Services Page 21 of 71

22 ED Visits including MSE FY07 FY08 FY09 FY10 FY11 53,761 60,031 67,377 77,140 61,699 (up to Apr) Express Care Visits 4,267 22,373 35,953 50,288 46,694 (up to Apr) 1.5 Acute Psychiatry Treatment Areas Physicians provide patient care at Emergency Psychiatric Services (EPS), Mental Health Urgent Care (MHUC), Barbara Aron Pavilion (BAP) and Custody Mental Health Services. The use of supplemental providers enables provision of on-site physician services 24 hours daily (at EPS), and seven days per week (at MHUC, BAP and CMHS) Emergency Psychiatric Services (EPS): Coded physicians at EPS provide for day shift coverage (8 am to 4 pm) Monday through Friday, and partial evening shift coverage (4 pm to midnight) Monday through Friday. Supplemental physician staffing is needed to provide necessary physician coverage for EPS evening shifts Monday through Friday, as well as to provide 24/7 coverage on weekends and County holidays. Varying numbers of physicians are required, depending on the shift covered. Shifts vary in length from eight to sixteen hours. In a typical week, approximately 200 hours of physician time is required for direct patient care and related activities. EPS admits approximately 25 to 30 patients per day. The average length of treatment for each patient is between 12 and 18 hours. Physicians have overall responsibility for all care provided, although each patient is assigned an RN caseworker to assist with the evaluation and disposition process Mental Health Urgent Care (MHUC): Coded physicians at MHUC provide for day shift coverage (8 am to 4 pm) Monday through Friday, and intermittent evening shift coverage (4 pm to 10 pm) Monday through Friday. Supplemental physician staffing is needed to provide approximately eight hours of clinical physician coverage for MHUC on weekends and holidays, averaging approximately 18 hours per week. While crisis intervention is performed (for approximately five to eight patients per day), the largest role of the MHUC physician is to provide a short-term follow-up medication management clinic. This clinic delivers physician services to approximately 15 patients in an eight hour shift Barbara Aron Pavilion (BAP): At BAP, coded physicians provide needed patient care from Monday through Friday. After-hours physician coverage at BAP is provided by physicians who staff EPS. On weekends and holidays, supplemental physician staffing is needed to provide necessary physician coverage on the inpatient units at BAP. This coverage requires three physicians to provide approximately eight hours of direct patient care and related activities each weekend day and holiday. The need is for an average of 54 hours per week. BAP averages approximately 125 to 150 admissions and discharges per month, divided among two 24-bed locked adult units. The physician workload is typical for an acute locked psychiatric unit, with each physician responsible for approximately 16 patients per eight hour shift. RFP-PRO-FY Physician and Support Staff Services Page 22 of 71

23 Supplemental physician services are used to perform timely physical examinations, and routine medical treatment of all patients admitted to BAP. In order to meet regulatory guidelines, this requires such services be provided seven days per week. Historically, this has required approximately 15 to 20 hours per week of physician time. In a typical shift, four to six patients will be scheduled for evaluation. Historically, clinics have involved from between three to four hours per day of physician time, inclusive of documentation time Custody Mental Health Services (CMHS): At CMHS, coded physicians provide needed patient care at specific inpatient unit, and on an ambulatory basis to the general population, Monday through Friday. Supplemental providers are needed to provide this care on weekends and holidays, and are also used as-needed when the amount of physician services required exceeds that which can be provided by coded physician staff. The need for supplemental physician services averages approximately 25 hours per week, but can vary up to 35 hours per week. On unit 8A, the physician will provide limited physician services to LPS involuntary patients. The capacity of the unit is 45 beds. Typically, the unit houses between 25 and 35 inmates. The supplemental physician shall be responsible for performing necessary admissions and discharges (averaging two each per day), providing necessary legal hold changes, and addressing any acute psychiatric problems. Physicians do not need to see each patient every day. Ambulatory clinics provide medication management to inmates in the general population. At any given time, between 600 and 900 general population inmates are receiving psychiatric treatment. Thirteen patients are booked for each eight hour med clinic. The physician may need to travel to various areas of the jail to provide these services. Additionally, a limited amount of supplemental physician services is needed to provide necessary quality monitoring of physician services. This is not direct patient care activity, but is mandated by oversight and licensing agencies. This work involves review of closed medical records, and requires approximately 50 hours physician time per quarter. 2. SERVICE/BUSINESS REQUIREMENTS The selected firm must provide the following medical, educational and administrative services: 2.1 Emergency Department (E.D.) and Express Care Clinic at SCVMC: Schedule a sufficient number of qualified physicians and mid-level providers to be immediately available to provide all medical services required for patient care in the Emergency Department on a 24 hour and 7 day a week basis and for Express Care Clinic 7 days a week from 8:30am-1:00am Render medical services within the standards of emergency medical practice to patients in the ED and Express Care Clinic at SCVMC which is a walk in clinic. Physicians and mid levels shall provide treatment to stabilize each patient s condition, and then shall make reasonable efforts to refer the patient to the patient s own private physician or to an appropriate SCVMC staff physician for qualifying County residents. RFP-PRO-FY Physician and Support Staff Services Page 23 of 71

24 2.1.3 Provide adequate supervision of physician assistants and nurse practitioners by physicians to maintain an appropriate level of communications with providers in SCVMC s consulting physician and ancillary services Designate a qualified and experienced physician to serve as the Medical Director to the E.D. and Express Care Clinic. The Medical Director shall be primarily responsible for carrying out the selected firm s administrative responsibilities that are described in Exhibit X of the attached Sample Agreement (Exhibit A) to this RFP Have full participation and representation of the E.D. and Express Care Clinic in SCVMC s and the Medical Staff s committees as well as in the community. These committees include, but are not limited to, the Medical Staff Executive committee, Trauma committee, Emergency Medical System committee, and Hospital and Department Quality and Performance Improvement committees Provide clinical and didactic teaching programs that meet all requirements of the Accreditation Council on Graduate Medical Education (ACGME) for interns, medical students, rotating SCVMC House Staff and residents in the Stanford/Kaiser Emergency Medicine Residency Program. Designate one physician to be the E.D. and Express Care Clinic s Educational Coordinator to be the point person for all issues regarding the teaching programs. 2.2 Other Service/Business Requirements for Emergency Department & Inpatient/Outpatient Ambulatory Care The contracted firm must certify that each physician meets certain requirements prior to being assigned to work at SCVMC as outlined in the Sample Agreement (Attachment A ) that include the following: Has an unrestricted CA license as a physician with no restrictions Be Board certified in Emergency Medicine or is in active candidacy. For inpatient/ambulatory care services, must be Board eligible or Board certified Obtain active medical staff membership and applicable clinical privileges at SCVMC Has a current and valid DEA registration For Emergency Medicine, has current certification in Advanced Cardiac Life Support (ACLS), Pediatric Advanced Life Support (PALS), and Advanced Trauma Life Support (ATLS) Has not been convicted of any health care related offenses, and is not suspended, debarred, excluded, or ineligible for participation in Medicare, Medi- Cal or any other federal or state funded health care program, or from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the Federal General Services Administration, or any licensing authority, medical board, or any other professional medical organization. RFP-PRO-FY Physician and Support Staff Services Page 24 of 71

25 For Emergency Medicine, has met or exceeds County of Santa Clara Trauma Guidelines and the Trauma Guidelines published by the American College of Surgeons, including documented completion of sixteen (16) hours of trauma continuing education during the most recently completed calendar year Has met SCVHHS Health Screening and Infection Control Requirements for all contract personnel who come into contact with patients as set forth in SCVMC Infection Prevention Manual (Exhibit J) and will maintain ongoing compliance Has signed the SCVHHS Security and Confidentiality Agreement (Exhibit F) Has read and agrees to abide by the requirements of the SCVMC Compliance Program, Provider Code of Conduct, and Compliance Program Manual Is an employee of the firm and not a subcontractor for the firm. SCVMC will consider subcontractor physician only if SCVMC has activated the incident command system when the County declares an emergency. Firm must still obtain SCVMC permission to use subcontractors. 2.3 The firm must certify that each physician assistant and nurse practitioner meets certain requirements prior to being assigned to work at SCVMC as outlined in the Sample Agreement (Attachment A) that include the following: Meets all SCVMC credentialing requirements for the service provider s position Be an active member of the SCVMC medical staff with privileges as an Allied Health Professional Has met SCVHHS Health Screening and Infection Control Requirements for all contract personnel who come into contact with patients as set forth in SCVMC Infection Prevention Manual (Attachment G) and will maintain compliance ongoing Has signed the SCVHHS Security and Confidentiality Agreement (Attachment C) Has read and agrees to abide by the requirements of the SCVMC Compliance Program, Provider Code of Conduct, and Compliance Program Manual Is an employee of the firm and not a subcontractor for the firm. SCVMC will consider subcontractor physician only if SCVMC has activated the incident command system when the County declares an emergency. Firm must still obtain SCVMC permission to use subcontractors. 2.4 The firm must certify that it has performed an appropriate screening of its service providers (physicians, physician assistants and nurse practitioners) prior to making the certifications that they meet their individual requirements set out above. It must further certify that it will screen all new service providers and that it will monitor the status of existing service providers. 2.5 The firm must meet all of the requirements for contractors established by SCVMC s medical leadership to ensure that all service providers assigned to work at SCVMC have the appropriate SCVMC manager complete their individual ongoing professional practice evaluations on a frequency specified by SCVMC s medical leadership as required by the Joint Commission and CMS. RFP-PRO-FY Physician and Support Staff Services Page 25 of 71

26 2.6 Firm s performance under this Agreement must comply with applicable standards of The Joint Commission (TJC) on Accreditation of Healthcare Organizations, regulatory agencies, SCVMC policies and procedures related to the provision of emergency medicine, and the bylaws, rules and regulations of the Hospital s medical staff. This includes, but not limited to completion of all online mandatory education related to regulation and accreditation as required for all MDs, NPs, and PAs. Further, the firm must cooperate with and/or participate in any TJC/CMS/CDPH review or survey as requested by the County and/or TJC/CMS/CDPH. 2.7 For Emergency Department and Express Care Clinic, firm s employees assigned to SCVMC are committed users and champions of the E.D. Information System (Wellsoft) and other Information Technology initiatives as they are developed for the E.D. and Express Care Clinic, inpatient, ancillary and ambulatory care areas that interact with the E.D. and Express Care Clinic. 2.8 For Emergency Department and Express Care Clinic, firm conducts satisfaction surveys at least once every two years of the following groups: patients, E.D. and Express Care Clinic physicians and the firm s other service providers, SCVMC staff assigned to E.D. and Express Care Clinic, physicians in SCVMC departments who provide consulting services, to include Lab and Diagnostic Imaging. Firm shares the survey results with SCVMC nursing and physician leadership, including nursing management and administration. Additionally, satisfaction surveys will be conducted using the County s satisfaction survey and analysis tools which will serve as formal measure. 2.9 For Emergency Department and Express Care Clinic, firm submits quarterly reports to SCVMC nursing and physician leadership, including E.D. and Express Care Clinic nursing management, showing monthly results on agreed upon metrics of E.D. and Express Care Clinic clinical and operational performance Firm pays for all salaries, bonuses, stipends, benefits and taxes for its employees and all administrative overhead costs associated with the provision of the required services. If the firm chooses to operate its own residency or other educational programs, the firm will pay all the costs associated with its programs Firm must maintain required level of insurance coverage and meet other applicable County insurance requirements as listed in Attachment B, titled Insurance Requirements. County requires that firm make the County an additional insured entity under the firm s insurance policies. RFP-PRO-FY Physician and Support Staff Services Page 26 of 71

27 Appendice B Emergency Department & Express Care Offereor Submittals APPENDICE B EMERGENCY DEPARTMENT AND EXPRESS CARE CLINIC OFFEROR SUBMITTALS For Emergency Department and Express Care Clinic services, offerors shall provide responses to each of the areas described below. County reserves the right to exclude the Express Care Clinic services at the time the final agreement is negotiated and/or executed. 1. OFFEROR SERVICES: 1.1 Describe the human resources your firm has available or will obtain to meet SCVMC s requirements to provide coverage on a 24-hour a day, seven-day a week basis for the Emergency Department and daily from 8:30am-1:00am for the Express Care Clinic. Provide a detailed plan demonstrating the staffing and scheduling requirements to meet SCVMC Emergency Department and Express Care Clinic needs, including adequate coverage for illness, vacations, and other absences. 1.2 Describe the number of staff currently employed by your organization in each of the following categories: Board certified in Emergency Department Board certified or active candidacy in other specialties Other credentials Total number of physician staff Total number of midlevel providers 1.3 Describe the following processes and identify who will be responsible for completing them: Preparing work schedules Obtaining coverage for planned absences, such as vacations Obtaining coverage for unexpected absences, such as illness Backfilling vacancies Monitoring and updating current schedules. 1.4 Describe the major steps that your firm plans to complete, to include recruiting staff, if necessary, to initiate a new contract and commence work on November 21, Also, describe what actions your firm is requesting SCVMC to complete to have a smooth transition For the firm with the current SCVMC contract, describe the major steps it plans to take to facilitate a smooth transition if SCVMC awards the contract to another firm. Also describe what actions the current contracting firm is requesting SCVMC complete to make the transition a smooth one. 1.5 Describe the patient/provider staffing ratio that offeror will implement in the Emergency Department and Express Care Clinic for each of the following scenarios. Describe the assumptions that the ratio is based upon and the performance expectations of the provider. If the staffing model that is proposed includes both physicians and midlevel providers, then provide separate responses for each group. Also, describe how residents fit into the productivity standards. RFP-PRO-FY Physician and Support Staff Services Page 27 of 71

28 1.51 Emergency Department: 80,000 visits/yr. 70,000 visits/yr. 60,000 visits/yr Express Care Clinic 50,000 visits/yr 40,000 visits/yr 30,000 visits/yr 1.6 Describe your firm s plan to optimize patient flow in the Emergency Department and Express Care Clinic and key elements of an effective triage system that would be utilized? How do you manage a high volume of walk-in and ambulance traffic when all E.D. beds are full? Describe how you triage and reduce time to turnaround multiple ambulance arrivals with a full E.D.? Explain how you measure and improve total ED cycle time for treat and release patients. 1.7 Describe how referrals would be handled for the following situations: Describe the process that physicians will follow for a) referring patients to other facilities b) working with Utilization Management staff to receive transfers from other organizations Describe process to monitor and control for appropriateness of referral from SCVMC Emergency Department to SCVMC ambulatory care services, and ensure that patients are not referred back to the E.D. for follow up. 1.8 Provider Qualifications, Evaluation and Continuing Education Describe your firm s procedures for screening, interviewing and hiring providers (physicians, nurse practitioners, registered nurses, etc.), and employed by firm including the confirmation of each candidate s graduation from an approved training program, provide proof upon request of Board certification, and employment experience. Also describe any background and reference checks the firm performs List the competencies your firm requires each provider it employs to have, including competencies with any specific procedures. Describe how the firm assesses or validates their competency and maintains their competency Describe offeror s experience in providing clinical and didactic educational programs for Emergency Medicine Residency Program, rotating house staff, interns and medical students Describe how your firm ensures and documents that its providers have met the firm s continuing education and training requirements on an ongoing basis and how firm will do the same for SCVMC s continuing education, training and other mandates to include ongoing health requirements (vaccinations, Emergency Response and decontamination, etc.). RFP-PRO-FY Physician and Support Staff Services Page 28 of 71

29 1.8.5 Describe your firm s process for evaluating the performance of each provider employed by your firm including the frequency of evaluation and attach a copy of the performance appraisal tool Describe what actions your firm takes in an effort to retain staff. 1.9 Risk Management, Quality of Care and Compliance Describe your firm s recent experience and results of its involvement in activities to improve quality of patient care related to the contracted services with other clients. Describe what quality improvement and patient safety activities related to these services your firm plans to engage in if awarded a contract with SCVMC Describe your firm s recent experience and results of its involvement in activities to improve patient safety and risk management related to provider services with other clients. Describe what proactive patient safety and risk management activities for provider services your firm plans to engage in if awarded a contract with SCVMC Describe your firm s efforts to make sure its providers comply with The Joint Commission, CMS and CDPH Describe your firm s recent experience and results of its involvement in activities to achieve regulatory compliance for provider services with other clients. Describe your firm s role in assisting SCVMC to ensuring compliance with standards and provider ability to participate in accrediting or regulatory surveys to achieve full compliance Describe your firm s recent experience and results of its involvement in activities to improve operational efficiencies related to the Emergency Department with other clients. Describe what operational efficiency activities related to staffing the Emergency Department your firm plans to engage in if awarded a contract with SCVMC Describe your firm s experience in conducting hospital-based programs to: Increase or decrease patient volume Measure and improve patient satisfaction levels based on hospital based data Measure and improve physician satisfaction levels Measure and improve nursing staff satisfaction levels Describe offeror s approach and successes in developing operational partnerships with EMS, Hospital caregivers and staff, ancillary departments, medical staff and hospital and management teams Describe your contracted physician and midlevel peer review process Billing and Coding Describe a plan for one of two options: Your firm submits professional fee billing and collections; or; RFP-PRO-FY Physician and Support Staff Services Page 29 of 71

30 SCVMC retains both facility and professional fee billing collection Professional liability SCVMC s standard indemnification and insurance requirements are contained in the sample agreement, attached in Attachment B. SCVMC will also consider alternative indemnification and insurance requirements if they result in a significant cost savings to SCVMC. If your firm wants to propose an alternative indemnification and insurance requirement, describe the alternative language and provide a cost break-down for the alternative in the cost proposal section Your firm provides professional liability insurance for all its service providers delivering patient care; or, SCVMC provides professional liability insurance coverage Clinical Leadership Describe the duties, tasks and expectations of the Medical Director of the Emergency Department? Please include a copy of the Medical Director job description Please provide the minimum qualification for the Medical Director position Describe recruitment and hiring process to select the Medical Director position Describe plan to continue administrative coverage in the absence of the Medical Director? Describe how Medical Director will partner with nursing leadership to resolve operational issues that arise Describe how Medical Director and providers will develop teamwork, mutual goals and patient care deliverables with the nursing staff Describe the course of action that the Medical Director would take should provider complaints arise? 1.13 Quality and Performance Improvement Describe your firm s quality and performance improvement program and the key elements that are monitored? Describe current methods to measure patient, provider and staff satisfaction Describe how the quality and performance improvement data is used to develop a corrective action plan and improve on these performance measures Describe how the results of offeror s customer satisfaction surveys would be incorporated into SCVMC satisfaction surveys Describe your firm s risk and utilization management programs related to Emergency Department. Please include goals and outcomes. RFP-PRO-FY Physician and Support Staff Services Page 30 of 71

31 Describe how your firm will align financial incentives to achieve performance goals in the Emergency Department? How would you propose linking clinical measures such as recividism to E.D. or Urgent Care to financial incentives Describe programs in place to address governmental compliance including, but not limited to EMTALA, HIPAA, and screening for exclusion from Federal and State healthcare programs Describe how your firm will ensure compliance with The Joint Commission (TJC), Centers for Medicare & Medicaid Services (CMS) and California Department of Public Health (CDPH) standards and assist SCVMC to be in continual compliance with accreditation and regulatory standards to promote quality and patient safety to achieve optimal patient care processes and outcomes Describe how your firm provides incentives and promotes their providers to ensure an optimal customer experience for patients and families to achieve at scores on the 50% percentile. RFP-PRO-FY Physician and Support Staff Services Page 31 of 71

32 APPENDICE C INPATIENT-OUTPATIENT & AMBULATORY CARE SERVICES OFFEROR SUBMITTAL 1. OFFEROR SERVICES 1.1 Describe the human resource services your firm has available or will obtain to meet SCVMC s requirements to provide coverage on a 24-hour a day for Emergency Psychiatric Services, seven-day a week basis for other psychiatric locations including Barbara Arons Pavilion, Mental Health Urgent Care and Custody Mental Health Services and Monday through Friday episodic care coverage at seven health center locations, SART as well as inpatient services such as Neonatal Intensive Care Unit (NICU), and Mother Infant Care Center (MICC). Provide a detailed plan outlining staffing and scheduling requirements to meet SCVMC s needs, including adequate coverage for illness, vacations, and/or other absences Describe the number of staff currently employed by your organization in each of the following categories: Board certified and/or eligible in Primary Care and Specialty Care Board certified or active candidacy in other specialties Other credentials Total number of physician staff Total number of midlevel providers by type Describe the following processes and identify who will be responsible for completing them: Preparing work schedules Obtaining coverage for planned absences, such as vacations Obtaining coverage for unexpected absences, such as illness Backfilling vacancies Monitoring and updating current schedules Obtaining additional coverage for short term increases in staffing needs related to unplanned patient increases such as related to emerging conditions (i.e. influenza pandemic; regional emergency such as fires) and for major disasters such as an earthquake Describe the major steps that your firm plans to undertake and complete, to include recruiting staff, if necessary, to initiate a new contract and commence work on November 21, Also describe what actions your firm will request SCVMC complete to have a smooth transition For the firm with the current contract, describe the major steps it plans to take to facilitate a smooth transition if SCVMC awards the contract to another firm. Also describe what actions the current contracting firm is requesting SCVMC complete to make the transition a smooth one. RFP-PRO-FY Physician and Support Staff Services Page 32 of 71

33 Describe your firm s process to control and monitor for appropriateness of referrals from Urgent Care to SCVMC ambulatory care services. 1.2 Provider Qualifications, Evaluation and Continuing Education Describe your firm s procedures for screening, interviewing and hiring providers (e.g. physicians, nurse practitioners, registered nurses, etc.) employed by your firm, including the confirmation of each candidate s graduation and certification from an approved training program, provide proof upon request of Board certification or eligibility, and employment experience. Also describe any background and reference checks your firm performs Describe your firm s process in ensuring all providers complied with applicable County and/or site credentialing requirements and that licensing, privileging and credentialing is maintained Describe your firm s experience in providing clinical and didactic educational programs for Primary Care and Specialty Care, rotating house staff, interns and medical students Describe how your firm ensures and documents that its providers have met continuing education and training requirements on an ongoing basis, and how your firm will provide the same service for SCVMC s continuing education, training and other mandates to include ongoing health requirements Describe your firm s process for evaluating the performance of each provider employed by your firm, including the frequency of evaluation and attach a copy of the performance appraisal tool Describe what steps your firm takes in an effort to retain staff. 1.3 Risk Management, Quality of Care and Compliance Describe your firm s recent experience and results of its involvement in activities to improve quality of patient care related to contracted physician services with other clients. Describe what quality improvement and patient safety activities related to these services that your firm plans to engage in if awarded a contract with SCVMC Describe your firm s recent experience and results of its involvement in activities to improve proactive patient safety and risk management related to provider services with other clients. Describe what risk management activities for provider services that your firm plans to use if awarded a contract with SCVMC Describe your firm s efforts ensure its providers comply with The Joint Commission, CMS and CDPH standards Describe your firm s recent experience and results of its involvement in activities to achieve accrediting and regulatory compliance for provider services with other clients. Describe the firm s role in assisting SCVMC to ensuring compliance with standards and provider s ability to participate in accrediting or regulatory surveys to achieve full compliance during a survey. RFP-PRO-FY Physician and Support Staff Services Page 33 of 71

34 1.3.5 Describe your firm s recent experience and results of its involvement in activities to improve operational efficiencies related to inpatient and ambulatory care services with other clients. Describe what operational efficiency activities related to staffing inpatient and ambulatory care areas that your firm plans to engage in if awarded a contract with SCVMC Describe your firm s approach and successes in developing operational partnerships with Hospital caregivers and staff, ancillary departments, medical staff and hospital and management teams Describe your firm scontracted physician and allied health provider peer review process. 1.4 Quality and Performance Improvement Describe your firm s quality and performance improvement program and the key elements that are monitored? Describe how the quality and performance improvement data is used to develop a corrective action plan and improve on these performance measures Describe how the results of your firm s customer satisfaction surveys will be incorporated into SCVMC satisfaction surveys Describe your firm s risk and utilization management programs related to ambulatory and inpatient services. Please include goals and outcomes to reduce readmissions and recidivism Describe how your firm will ensure compliance with The Joint Commission, CMS and CDPH standards and assist SCVMC to be in continual compliance with accreditation and regulatory standards to promote quality and patient safety to achieve optimal patient care processes and outcomes Describe how your firm provides incentives and promotes their providers to ensure an optimal customer experience for patients and families to achieve at scores on the 50% percentile. RFP-PRO-FY Physician and Support Staff Services Page 34 of 71

35 APPENDICE D COST PROPOSAL RESPONSE FORM The original and all copies of the form must be submitted in a sealed envelope marked Copst Proposal - Appendice D and included ony with the orgional Proposal. 1. GENERAL INFORMATION 1.1 Proposers shall provide cost/rate information for Physician and support staff services for (1) Supplemental Physician services at the SCVMC hospital, acute care clinics, SART, and acute Psychiatric care facilities; and, (2) Emergency Department & Express Care Physician services per the Statement of Work/Requirements outlined in Appendix A of the RFP document. Cost/Rate information quoted should be commensurate with level of experience for each medical specialist provider (please indicate level of experience of physicians and mid-level providers). All quoted rates are to be fully burdened to include proposer s cost for liability insurance, workers compensation, FICA, SUDA/FUDA, General Administration costs, union dues, benefits, sick leave, and holiday and vacation pay, all non-scvmc supplied equipment, and any travel/mileage costs for travel between clinics. Proposer s shall only provide a costs/rates that are inclusive of all expenses. 1.2 Rate Increases: The County will review requests for rate increases annually on the anniversary date of the awarded agreement. The awarded Contractor shall submit a written request for any rate increase with accompanying documentation justifying the increase. For the term of the awarded agreement, rate increases will be governed by the annual average percentage of increase of the Consumer Price Index for Urban Wage Earners U.S. Medical Services, published by the U.S. Department of Labor, Bureau of Statistics Annual is defined as the date of execution of the contract through the date preceding the anniversary date. Rate increases shall not exceed 3% annually, and all increases must have written approval of the SCVMC program manager. 2. COST SUBMISSION/RATE INFORMATION 2.1 Supplemental Physician Services (BAP, EPS, MHUC, SART, Ambulatory and Inpatient) Proposers are to submit rate information for the Specified Physician and support staff specialties listed in the Table 1 below Proposer s are encouraged to submit any alternate cost proposal that they would propose to use to provide Physician and mid-level staff for operation of the above referenced care centers. Proposers are to provide all cost details that support staffing of the care centers. SCVMC will evaluate all submitted cost proposals on their ability to adequately staff the care centers in a cost efficient manner. RFP-PRO-FY Physician and Support Staff Services Page 35 of 71

36 Table 1: JOB CLASSIFICATION Physicians: 1. Internal Medicine 2. Pediatrician 3. Medical Specialty (Dermatology, Endocrinology, etc) 4. Surgical Specialty (Plastic Surgery, General Surgery, etc) 5. Psychiatrist 6. Dentist Support Staff: 1. Nurse Practitioner 2. Registered Nurse 3. LVN 4. Physician Assistant 5. Other HOURLY RATE MON. FRI. 8:00AM 5:00PM HOURLY RATE 5:01PM 8:59PM & WKND/HOL. 2.2 Emergency Department Physician Services Proposers are to submit their per visit rates for Emergency department services in Table 2 below (rates must be inclusive of all costs). Proposers should reference Appendice A, section 1.4 that illustrates the number of annual visits the Emergency Department has experienced over the past several years. Proposers should factor in a 10% growth/decline number for visits when submitting rate information. Table 2: Emergency Department Per Visit Rate to Include MSE Up to 60K ANNUAL VISITS Up to 70K ANNUAL VISITS 80K or more ANNUAL VISITS RFP-PRO-FY Physician and Support Staff Services Page 36 of 71

37 2.3 Express Care Clinic Physician Services Proposers are to submit their per visit rates for Express Care Clinic Physician services in Table 3 below (rates must be inclusive of all costs). Proposers should reference Appendice A, section 1.4 that illustrates the number of annual visits the Express Care Clinic has experienced over the past several years. Proposers should factor in a 10% growth/decline number for visits when submitting rate information. NOTE: Express Care volume is affected by Emergency Department referrals. Table 3: Express Care Clinic Per Visit Rate Up to 30K ANNUAL VISITS Up to 40K ANNUAL VISITS 50K or more ANNUAL VISITS 2.4 Performance Measurements (Incentives/Penalties): SCVMC shall institute a program that will define performance metrics the awarded contractor will be required to meet. The County will negotiate will finalists performance goals and monetary incentives to be paid by the County if the agreed upon performance goals are achieved by the awarded contractor. In addition, the County will negotiate with finalists on monetary penalties to be applied for failure to meet the agreed upon performance goals. 2.5 Professional Liability Insurance: Describe the cost impact of the following options Your firm provides professional liability insurance for all its service providers delivering patient care; or, SCVMC provides professional liability insurance coverage. RFP-PRO-FY Physician and Support Staff Services Page 37 of 71

38 APPENDICE E NON-COLLUSION DECLARATION I,, am the (Print Name) of, (Position/Title) (Name of Company) the party making the foregoing proposal that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the Offeror has not directly or indirectly induced or solicited any other Offeror to put in a false or sham bid; and has not directly or indirectly colluded, conspired, connived, or agreed with any Offeror or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the Offeror has not in any manner directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the Offeror or any other Offeror, or to fix any overhead, profit, or cost element of the bid price, or of that of any other Offeror, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the Offeror has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. I declare under penalty of perjury under the Laws of the State of California that the foregoing is true and correct: COMPANY NAME: AUTHORIZED SIGNATURE PRINT NAME: DATE: RFP-PRO-FY Physician and Support Staff Services Page 38 of 71

39 Appendice F DECLARATION OF LOCAL BUSINESS APPENDICE F DECLARATION OF LOCAL BUSINESS Santa Clara County gives local businesses a preference in formal solicitations of goods and services as set forth in the Board Policy, Section A bidder or proposer has the option of qualifying for the preference by self-declaring its qualification as a local business. By signing below, the bidder or proposer is certifying its qualification as a local business for purposes of application of Santa Clara County s policy and is deemed to be applying for the local preference. All information submitted is subject to investigation, as well as to disclosure to third parties under the California Public Records Act. Incomplete, unclear, or incomprehensible responses to the following will result in the bid or proposal not being considered for application of Santa Clara County s local preference policy. False or dishonest responses will result in rejection of the bid or proposal and curtail the firm or individual s ability to conduct business with the County in the future. It may also result in legal action. Provide the complete physical address of your business with meaningful production capability located within the boundary of the County of Santa Clara. The term production capability means sales, marketing, manufacturing, servicing, or research and development capability that substantially and directly enhances the firm s/bidder s/proposer s ability to perform the proposed contract. Post Office box numbers and/or residential addresses may not be used as the sole bases for establishing status as a Local Business. If you have more than one physical address in Santa Clara County, please provide an attachment with all of the addresses in the form specified below. Business Name: Street: City/State: Zip Code: Please Indicate Business Organization (Check One) Individual Proprietorship Partnership Corporation Other By filling this form, bidder/proposer declares its qualification as a local business as defined in County of Santa Clara Board Policy, Section The undersigned declares that he or she is an official/agent of responding firm or individual and is empowered to represent, bind, and execute contracts on behalf of the firm or individual. The undersigned declares under penalty of perjury, under the laws of the State of California, that all statements in this Exhibit and response are true and correct, with full knowledge that all statements are subject to investigation and that any incomplete, unclear, false or dishonest response may be grounds for denial or revocation of the accompanying bid or proposal and may result in being barred from doing business with Santa Clara County as well as additional legal consequences. Signature Name Business License Number (if applicable) Title Date RFP-PRO-FY Physician and Support Staff Services Page 39 of 71

40 APPENDICE G PROPOSER S TERMS AND CONDITIONS Should an Offeror object to any of the County s terms and conditions in Attachment A, Offeror must propose specific alternative language and indicate the reason for the objection. The County may or may not accept the alternative language. General references to the Offeror s terms and conditions or attempts at complete substitutions are not acceptable to the County. Offerors must provide a brief discussion of the purpose and impact, if any, of each proposed changed followed by the specific proposed alternate wording. In addition, Offerors must submit with their proposal any additional terms and conditions that they expect to have included in the contract negotiated with the County. Offerors must provide specific proposed wording and a brief discussion of the purpose and impact, if any. Include any applicable agreement, such as license, service level, maintenance, etc. RFP-PRO-FY Physician and Support Staff Services Page 40 of 71

41 APPENDICE H ASP SECURITY ASSESSMENT CHECKLIST Application Name: Vendor Name: Briefly describe the purpose of the application. Include an overview of the application architecture, and identify the data that will be 1) stored on the application server at the Vendor site, and 2) that will be transmitted between the application and the County. Also include information on the user authentication process. County Policy Ref. # Description of County Requirement The Vendor has a written Disaster Recovery Plan that offers a viable approach to restoring operations following an emergency situation. Details on How Vendor Meets Requirement Other Security Measures That Mitigate This Risk Comments a The Vendor site has adequate, redundant physical and/or logical network connectivity to ensure continued operations following a network failure b The Vendor performs system/application database backups on a schedule that is consistent with the importance of the application b Backup media are treated with a level of security commensurate with the classification level of the data they contain c Vendor servers are closely monitored for RFP-PRO-FY Physician and Support Staff Services Page 41 of 71

42 Appendice H ASP Security Assessment Checklist County Policy Ref. # Description of County Requirement both performance and availability. Details on How Vendor Meets Requirement Other Security Measures That Mitigate This Risk Comments d The Vendor is willing to sign a Service level Agreement (SLA) that is consistent with the importance of the application to the County The Vendor has a formal, written Security Policy, and is willing to provide a copy of this policy to the County on request a If users access the application directly on the Vendor server, user authentication involves more than a simple User ID/password combination, such as one-time password technology b Once granted access, Users are limited to authorized activities only; i.e., customers are prevented from accessing either applications or data that belong to other customers c Vendor network connectivity is protected by firewalls, intrusion detection/ prevention systems, etc. designed to protect against attack d The equipment hosting the Department s application is located in a physically secure facility that employs access control measures, such as badges, card key access, or keypad entry systems d Vendor servers are kept in locked RFP-PRO-FY Physician and Support Staff Services Page 42 of 71

43 Appendice H ASP Security Assessment Checklist County Policy Ref. # Description of County Requirement areas/cages that limit access to authorized personnel. Details on How Vendor Meets Requirement Other Security Measures That Mitigate This Risk Comments e Vendor staff is bonded, and/or have been subjected to background checks f Vendor servers are hardened against attack and operating system and security-related software patches are applied regularly f Commercially available anti-virus software is used on the servers, and is maintained in a current state with all updates g Vendor servers are monitored on a continuous basis, and logs are kept of all activity g, h, i The Vendor is willing to report security breaches and/or security issues to the County h The Vendor conducts regular vulnerability assessments, using viable third-party organizations, designed to assess both the Vendor s network infrastructure and the individual servers that host applications h The Vendor implements fixes to correct vulnerabilities discovered during security RFP-PRO-FY Physician and Support Staff Services Page 43 of 71

44 Appendice H ASP Security Assessment Checklist County Policy Ref. # Description of County Requirement audits. Details on How Vendor Meets Requirement Other Security Measures That Mitigate This Risk Comments i The Vendor has a formal, written Incident Response Plan. N/A (Desirable) The network infrastructure hosting the Department application is air-gapped from any other network or customer that the Vendor may have. This means that in an ideal situation, the application environment used by the County uses a separate, dedicated server and a separate network infrastructure. N/A Identify the APIs that may be part of the solution, and indicate industry standards or best practices employed to ensure security of the data and the integration (e.g., web services, directory services, XML, scripting, etc.) N/A What application security standards, if any, are followed? (e.g., OASIS, WC3, etc.). N/A If the application processes credit card information, has the application been certified as PCI compliant? Include information on the level of compliance (e.g., Merchant Level 2) and how the application has been certified. RFP-PRO-FY Physician and Support Staff Services Page 44 of 71

45 Appendice H ASP Security Assessment Checklist County Policy Ref. # Description of County Requirement Details on How Vendor Meets Requirement Other Security Measures That Mitigate This Risk Comments Policy 13.0, Encryption Data in motion, including user authentication information and credentials, are encrypted. Policy 13.0, Encryption Data at rest (stored on the application server), including user authentication information and credentials, are encrypted. Policy 13.0, Encryption Encryption or hashing algorithms utilized by the Vendor application infrastructure use standard algorithms that have been published and evaluated by the general cryptographic community. N/A The Vendor is willing to permit on-site visits by County staff in order to evaluate security measures in place. N/A If the Vendor will be connecting to the County via a private connection (such as a dedicated T1 circuit), the Vendor agrees that the circuit will terminate on the County s extranet, and operation of the circuit will fall within the policies related to network connections from non-county entities. N/A If access to the application uses the Internet, data traffic between the County and the Vendor is protected through the RFP-PRO-FY Physician and Support Staff Services Page 45 of 71

46 Appendice H ASP Security Assessment Checklist County Policy Ref. # Description of County Requirement implementation of SSL-VPN or equivalent technology. Details on How Vendor Meets Requirement Other Security Measures That Mitigate This Risk Comments Contractor Signature: Print Name: Firm Name: County CIO s Office Approval: Title: Date: Date: RFP-PRO-FY Physician and Support Staff Services Page 46 of 71

47 ATTACHMENT A SAMPLE AGREEMENT TERMS AND CONDITIONS AGREEMENT BY AND BETWEEN THE COUNTY OF SANTA CLARA AND (Name of Firm) FOR THE PROVISION OF PROVIDER STAFFING SERVICES The County of Santa Clara, a political subdivision of the State of California ( County ) and (Name of Firm) ( Contractor or (Firm s Initials) enter into this agreement by and between themselves to provide supplemental provider services to Santa Clara Valley Medical Center (SCVMC), effective (month, date and year). Contractor and County may be referred to individually as party and collectively as parties. County may also be referred to as Santa Clara Valley Health and Hospital System or SCVHHS. RECITALS WHEREAS, the County owns and operates the Santa Clara Valley Medical Center which has a regional Level 1 Trauma Center, Valley Specialty Center, Acute Psychiatric services and seven regional health centers. WHEREAS, the County has the need to have providers on call and immediately available 24 hours a day, seven days a week as required by SCVMC. WHEREAS, the Contractor is a firm with the expertise and resources to provide the required provider staffing services who are on call and immediately available 24 hours a day and/or seven days a week. NOW THEREFORE, for good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. SERVICES Contractor agrees to provide the County all services as set forth in the Scope of Services, Exhibit A, attached hereto and incorporated herein by reference. 2. CONTRACTOR RESPONSIBILITIES AND DUTIES 2.1 All work performed by the Contractor under this Agreement and the obligations of the County, must conform to applicable government laws, regulations, and codes as well as to acceptable industry standards and practices, including without limitation relevant State of California laws and statutes and County Rules and Regulations and documented County policies and procedures that affect the operation of these services. 2.2 Contractor certifies that all directors, managing employees, and owners of five RFP-PRO-FY Physician and Support Staff Services Page 47 of 71

48 percent interest, or more, in Contractor s business, and to its knowledge, its employees, contractors, subcontractors, or agents (collectively Contractor ) have not been convicted of any health care related offenses, and they are not suspended, debarred, excluded, or ineligible for participation in Medicare, Medi- Cal or any other federal or state funded health care program, or from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the Federal General Services Administration. Contractor must within fifteen (15) calendar days advise the County if, during the term of this Agreement, Contractor becomes suspended, debarred, excluded or ineligible for participation in Medicare, Medi-Cal or any other federal or state funded health care program, as defined by 42. U.S.C. 1320a-7b(f), or from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the Federal General Services Administration. Contractor will indemnify and hold the County harmless for any loss or damage resulting from the conviction, debarment, exclusion, or ineligibility of the Contractor. 2.3 Contractor shall ensure that service providers performing services under this Agreement have successfully met and continue to meet the requirements set forth in Santa Clara Valley Medical Center Infection Prevention Manual as set forth in Exhibit F or thereafter modified. 2.4 Within the term of this Agreement, Contractor shall notify County in writing within forty-five (45) calendar days of any claim of professional malpractice or negligence, the initiation of any litigation involving professional malpractice or negligence, or the entry of a judgment or any settlement of professional malpractice or negligence claims against the Contractor, any of its directors, employees or owners of five percent interest or more, of against any Contractor direct patient care provider. Contractor shall provide such further information about the claim, litigation, settlement or judgment as County may reasonably request. 2.5 Contractor shall meet every two weeks with the Deputy Director, Ambulatory and Community Health Services and the Director, Adult Specialty Services or other designated representative of SCVMC to discuss progress in delivering the contracted services. 3. COUNTY RESPONSIBILITIES 3.1 County acknowledges that Contractor s delivery of the services and the fees charged are dependent on County s timely and effective completion of County responsibilities. 3.2 County will provide timely decisions and approvals by County s management. 1.3 County will provide Contractor with reliable, accurate and complete information and Contractor will be entitled to rely upon the accuracy and completeness of the RFP-PRO-FY Physician and Support Staff Services Page 48 of 71

49 information provided by County without any independent investigation or verification thereof by Contractor. 3.4 If required for the performance of the services at a County facility, County will provide appropriate work space and other equipment, access to systems and information and support services. 3.5 Parties will meet monthly for approval of Contractor invoices that reflect completed deliverables as outline in Scope of Services, Exhibit A in addition to updates on delivery of services. 4. TERM AND TERMINATION 4.1 This Agreement is effective (month, date and year) and will continue through (month, date and year) unless earlier terminated pursuant to this Agreement. 4.2 This Agreement may be terminated by the County without cause upon 60 days advance written notice. 4.3 This Agreement may be terminated at any time for cause under the following circumstances: 4.3.a County may terminate this Agreement if the other party fails to keep, observe, or perform any agreement, duty, or responsibility assumed by it under this Agreement, and fails to cure such default in a reasonable manner within sixty (60) days after written notice thereof has been given to the contractor; 4.3.b County may terminate this Agreement immediately upon written notice to Contractor, upon (1) revocation, suspension, restriction or non-renewal of a Contractor s service provider meeting State eligibility requirement; (2) revocation, suspension, restriction or non-renewal of Contractor s service provider membership or clinical privileges by any professional medical staff; (3) grossly negligent or other unprofessional conduct of Contractor or Contractor s service provider; (4) the cancellation, modification, reduction, or non-renewal of insurance coverage required under this Agreement; (5) the conviction of Contractor or Contractor s service provider of a crime related to health care; (6) substance or alcohol abuse by Contractor s service provider; (7) the imposition of any disciplinary action by the medical licensing authority, any medical staff, or other professional medical organization; (8) dishonesty by Contractor s service provider in dealing with County patients; (9) falsification or omission of material information submitted by Contractor or Contractor s service provider in connection with this Agreement or any billing for services; (10) Contractor s service provider sanctioning by or exclusion from any federal or state funded health care program; or (11) the death or the permanent disability of Contractor s service provider. RFP-PRO-FY Physician and Support Staff Services Page 49 of 71

50 4.4 If the Contractor is adjudged to be bankrupt or should have a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of Contractor s insolvency, the County may terminate this Agreement immediately without penalty. For the purpose of this Section, bankruptcy shall mean the filing of a voluntary or involuntary petition of bankruptcy or similar relief from creditors, insolvency, the appointment of a trustee or receiver, or any similar occurrence reasonably indicating an imminent inability to perform substantially all of the party s duties under this Agreement. 4.5 Upon termination, County remains obligated for any previously incurred fees and expenses, that are undisputed, that remain due and owing under this Agreement. 4.6 Contractor shall cooperate with County and County s other contractors for a reasonable period and subject to availability to ensure a smooth transition at the time of termination or expiration of this Agreement, regardless of the nature or timing of the termination or expiration. All finished deliverables prepared by Contractor for delivery to the County under this Agreement shall become the property of the County upon full and final payment of amounts due Contractor therefore and shall be immediately delivered to the County upon such payment. Contractor shall return to County all County assets or information in Contractor s possession If in SCVMC's good faith opinion the provider's performance of the Contracted Services fails to comply with the requirements of this Agreement, including quality of care standards, SCVMC may notify Contractor in writing of such failure, which shall constitute notice of default for purposes of Section 4.3. Contractor shall use all reasonable efforts to resolve the performance failure as soon as possible or replace the provider with another provider who meets the qualifications set forth in this Agreement and who is reasonably satisfactory to SCVMC. If Contractor and SCVMC reasonably determine that patient safety is at risk, the provider will not be eligible to provide services under this Agreement until the performance failure is resolved or the provider is replaced. 5. COMPENSATION The maximum compensation paid to the Contractor pursuant to this Agreement shall not exceed inclusive of expenses as described below. The County will not pay any cost or charge that is not delineated in this Agreement. 6. PAYMENTS 6.a Contractor shall send County invoices for fees and reimbursable expenses upon the acceptance by County of deliverables specified in approved project descriptions as outlined in the Scope of Services, Exhibit A. Invoices shall include: Contractor s complete name and remit address, invoice date, invoice number, payment term/amount, County contract number, pricing per Agreement, applicable taxes, total costs and details for each specific project, including staff assignments and hours. Invoices shall be sent to the following address: RFP-PRO-FY Physician and Support Staff Services Page 50 of 71

51 SCVHHS Planning, Contracting and Business Development Attention: Contracts Group County of Santa Clara 2325 Enborg Lane, Suite 220 San Jose, CA b Payment by County shall be due net forty-five (45) days after County has an approved invoice. If the County makes payments using electronic transfer of funds, payments made to the payee s bank account with a financial institution will be deemed to have been made when the funds are transferred by the County and Contractor has confirmed electronic receipt via industry standard means and technology. 6.c Payment by County for services rendered by Contractor is subject to review and acceptance of the services by the County. County shall review invoices submitted for payment upon completion of deliverables in designated monthly meetings, if Contractor submits any invoices to review. County shall have the right to withhold payments related to specific milestones and/or deliverables if the County, acting reasonably, determines that the Contractor s services have failed to meet a specific task, specification or requirement of the Agreement. The County may require the Contractor to perform additional services to the satisfaction and acceptance of the County in order to release that portion of the payment. If County fails to provide such notification within the acceptance period such task/deliverables shall be deemed accepted by the County. Following invoice review meetings, the Deputy Director, Ambulatory and Community Health Services shall approve invoice or portion of invoice for payment and forward for processing. Any portion of invoice not approved for payment, may be resubmitted with next cycle following completion of agreed upon additional work. 7. BUDGET CONTINGENCY CLAUSE This Agreement is contingent on the appropriation of sufficient funding by the County for the services covered by this Agreement. If funding is reduced or deleted by the County for purposes of this Agreement, the County has the option to either terminate this Agreement with no liability occurring to the County or to offer an amendment to the Agreement indicating the reduced amount. 8. NON-EXCLUSIVE AGREEMENT This Agreement does not establish an exclusive contract between County and the Contractor. County expressly reserves all its rights, including but not limited to, the following: the right to utilize others to provide support and services; the right to request proposals from others with or without requesting proposals from the Contractor; and the unrestricted right to bid any such support and services. RFP-PRO-FY Physician and Support Staff Services Page 51 of 71

52 9. TIME OF THE ESSENCE Time is of the essence in the delivery of services by Contractor under this Agreement. If Contractor anticipates possible delays in completing an activity, it must promptly notify the County in writing. The written notification shall include the impact on the activities and overall project. 10. ASSIGNMENT (SUBCONTRACTING) 10.1 Contractor may not assign or delegate any of its rights, nor may Contractor subcontract any of its duties under this Agreement to any person, including employees, agents and contractors of affiliates and wholly owned subsidiaries of Contractor, without the prior written consent of County. If Contractor uses subcontractors upon written consent of County, Contractor shall be responsible and liable for their performance. Contractor shall further cause subcontractors to comply fully with this Agreement including, without limitation, all of its confidentiality and conflict of interest provisions. No assignment, delegation, or subcontracting will release Contractor from any of its obligations or alter any of its obligations to be performed under the Agreement. Any attempted assignment, delegation or subcontracting in violation of this provision is voidable at the option of the County and constitutes a material breach. Contractor is responsible for payments to sub-contractors and must monitor, evaluate, and account for the sub-contractor(s) services and operations As used in this provision, assignment or delegation means any sale, gift, pledge, hypothecation, encumbrance, or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in with the attempted transfer occurs. 11. EQUAL OPPORTUNITY (NON DISCRIMINATION) 11.1 The County of Santa Clara is an equal opportunity employer. Contractor shall comply with all applicable Federal, State, and local laws and regulations including Santa Clara County s equal opportunity requirements. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code sections et seq.); California Labor Code sections 1101and Contractor shall not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, RFP-PRO-FY Physician and Support Staff Services Page 52 of 71

53 medical condition, political beliefs, organizational affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of pay or other forms of compensation. Contractor shall not discriminate in the provision of services under this contract because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status Violation of this provision shall be deemed a material default by Contractor giving County a right to terminate the Agreement. 12. BILLING PATIENT CHARGES [Note: Will not apply if Contractor performs billing and accounts receivable function.] The Contractor agrees that County shall set any and all patient charges for services provided under this Agreement and shall have the sole and exclusive right to bill and collect for all fees associated with Contracted Services. Contractor shall and hereby does assign to the County all of the Contractor s rights, if any, to monies due for Contracted Services rendered by Contractor to patients of the County under this Agreement. Contractor shall also require each physician to assign to County all of his or her rights, if any, to monies due for Contracted services. Under no circumstances shall Contractor or any of Contractor s service providers bill patients or any third party payors for Contracted Services provided to patients of the County under this Agreement. The County reserves the right to collect payment from patients or any third party payors. The provisions of this Section shall not affect the right of Contractor to bill for Contractor services provided at sites that are not owned or operated by County. 13. INTENT OF THE PARTIES REGARDING PATIENT REFERRALS It is not the intent of either Contractor or the County that any payments made under this Agreement be in return for the referral of patients or ongoing business, if any, or in return for the purchasing, leasing, ordering or arranging for or recommending the purchasing, leasing, ordering or arranging of any item or service. All payments specified in this Agreement are consistent with what the parties reasonably believe to be fair market value for the Contracted Services to be provided. 14. CONTRACTING PRINCIPLES This Agreement is a Type I service contract, subject to the Resolution of Contracting Principles adopted by the Board of Supervisors on October 28, Accordingly, Contractor shall comply with all of the following: (a) Contractor shall, during the term of this Agreement, comply with all applicable federal, state, and local rules, regulations and laws. RFP-PRO-FY Physician and Support Staff Services Page 53 of 71

54 (b) Contractor shall maintain financial records adequate to show that County funds paid under the contract were used for purposes consistent with the terms of the Agreement. These records shall be maintained during the term of this contract and for a period of three (3) years from termination of this Agreement or until all claims, if any, have been resolved, whichever period is longer, or longer if otherwise required under other provisions of this Agreement. The failure of Contractor to comply with this Section or any portion thereof may be considered a material breach of this contract and may, at the option of the COUNTY, constitute cause for the termination of the contract. Contractor shall be provided with at least thirty (30) days notice of any intended termination on the grounds of noncompliance with this Section, and the opportunity to respond and discuss the County s intended action. 15. ACCESS TO BOOKS AND RECORDS PURSUANT TO THE SOCIAL SECURITY ACT If, and to the extent that, Section 1861 (v)(i)(i) of the Social Security Act (42 U.S.C. Section 1395x(v)(I)(I)) is applicable, Contractor shall maintain such records and provide such information to County, to any payor which contracts with County and to applicable state and federal regulatory agencies, and shall permit such entities and agencies, at all reasonable times upon request, to access books, records, and other papers relating to the Agreement hereunder, as may be required by applicable federal, state and local laws, regulations and ordinances. Contractor agrees to retain such books, records and information for a period of at least four (4) years from and after the termination of this Agreement. Furthermore, if Contractor carries out any of its duties hereunder, with a value or cost of Ten Thousand Dollars ($10,000) or more over a twelve (12) month period through a subcontract with a related organization, such subcontract shall contain these same requirements. This provision shall survive the termination of this Agreement regardless of the cause giving rise to the termination. 16. STATE AND COUNTY AUDIT RIGHTS 16.1 Pursuant to California Government Code Section , the parties acknowledge and agree that every contract involving the expenditure of public funds in excess of $100,000 shall be subject to audit by the State Auditor. Additionally, all payments made under this Agreement shall be subject to an audit at the County s option, and shall be adjusted in accordance with said audit. Adjustments which are found necessary as a result of auditing may be made from current billings. Contractor will provide County with the right to audit Contractor s books and records as such books and records pertain to the provision of services to the County pursuant to this Agreement The Contractor shall be responsible for receiving, replying to, and complying with any audit exceptions set for in County audits. The Contractor shall pay to County the full amount determined to be due as a result of County audit exceptions. This provision is in addition to other inspection and access rights specified in this Agreement. RFP-PRO-FY Physician and Support Staff Services Page 54 of 71

55 17. STATUS OF PARTIES AS INDEPENDENT CONTRACTORS This Agreement is by and between independent contractors and is not intended and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture, or association between the County and Contractor. Contractor, its agents, or employees shall not have any claim against County for vacation pay, sick leave, retirement benefits, Social Security, Worker's Compensation, unemployment benefits, or employee benefits of any kind. 18. DATA OWNERSHIP, CONFIDENTIALITY AND HIPAA COMPLIANCE 18.a Any information provided to or developed by the Contractor in the performance of this Agreement shall be kept confidential and shall not be made available to any individual or organization by the Contractor without the prior written approval of County except as may otherwise be required by law. Contractor shall not, without County s written permission consent, use or disclose County information or data other than in the performance of its obligations under this Agreement. 18.b During the term of its Agreement and any mutually agreed upon extension thereof, Contractor shall use every effort to (1) require authorized user to enter user identification codes and passwords prior to gaining access to the County data, and (2) control access by any end user to County data. 18.c If any County data is lost or damaged due to the negligent acts or omissions of Contractor while resident in the System, Contractor shall use every efforts to assist in replacing or regenerating such data at not additional cost to County. 18.d All patient information shall be treated as confidential by contractor. County employee information, financial information and proprietary information are also confidential. Contractor shall ensure that Contractor s employees or subcontractors shall comply with the terms set forth in Exhibit D, Confidentiality of Patient and Employee Information, which is attached hereto and incorporated herein by reference. 18.e County will permit Contractor and the authorized representatives of Contractor, during normal business hours and as often as reasonably requested, to visit and inspect at the expense of Contractor books, records and, subject to all applicable laws related to the confidentiality of medical records, all records of patients treated by Contractor s providers, for purposes of monitoring the quality and amount of professional services rendered by one or more of Contractor s providers pursuant to this Agreement. Subject to all applicable laws related to the confidentiality of medical records, Contractor will have the right to make copies of, at Contractor s sole expense, all medical records of patients treated by Contractor s providers for any purpose related to the performance of Contracted Services hereunder and permitted by law. The parties acknowledge that the Health Insurance Portability and Accountability Act of 1996 ( HIPAA ) and the HIPAA Privacy Regulations promulgated there under establish certain rights, RFP-PRO-FY Physician and Support Staff Services Page 55 of 71

56 obligations and duties in relation to the use and disclosure of individually identifiable health information. County shall ensure that its Notice of Privacy Practices, required under the HIPAA Privacy Regulations, meets all of the applicable requirements for notices of privacy practices set forth in the HIPAA Privacy Regulations. County acknowledges and represents that its Notice of Privacy Practices will cover Contractor s providers and that the providers will be subject to all of County s policies and procedures related to complying with HIPAA and the HIPAA Privacy Regulations and will be adequately trained in the requirements of such policies. County further represents that it will maintain the designated record set, as that term is defined in HIPAA and the HIPAA Privacy Regulations, for all Contracted Services provided by the providers pursuant to this Agreement and that it will be solely responsible for complying with the individual rights provisions under the HIIPAA Privacy Regulations with respect to the designated record set. 18.f The deliverables shall be considered works made for hire under applicable law. After full and final payment of the amounts due to Contractor for any deliverable, and to the extent necessary, Contractor shall assign to the County all rights, title and interest in and to any deliverables created for the County pursuant to this Agreement. Upon the reasonable request by the County, Contractor will provide all reasonably necessary non-financial assistance to effect such assignment. Notwithstanding the foregoing, Contractor shall retain all rights, title and interest into all know-how, processes, methodologies, and other tools used by Contractor in developing such deliverables, embedded in such deliverables or otherwise developed in connection with the provision of the services. 19. JOINT COMMISSION Contractor acknowledges that Santa Clara Valley Medical Center (SCVMC) is accredited by the Joint Commission on Accreditation of Healthcare Organizations (JCAHO). Contractor s performance under this Agreement shall comply with applicable JCAHO standards. Contractor certifies that personnel who are to provide services to patients at SCVMC are properly oriented to SCVMC s policies and procedures, maintain appropriate skills, competency, and continuing education commensurate with their current job descriptions. Contractor shall provide County annually with documentation evidencing that aforementioned standards have been met. Further, Contractor agrees to cooperate with and/or participate in any JCAHO review or survey as requested by the County and/or JCAHO. 20. INSURANCE Without limiting Contractor s indemnification of the County pursuant to Section, Contractor shall provide and maintain, at its own expense, insurance policies with the coverage requirements and provisions set out in Exhibit B-3, which is attached hereto and incorporated herein by this reference. RFP-PRO-FY Physician and Support Staff Services Page 56 of 71

57 21. INDEMNIFICATION The Contractor shall indemnify, defend, and hold harmless the County of Santa Clara (hereinafter County ), its officers, agents and employees from any claim, liability, loss, injury or damage arising out of or in connection with, performance of this Agreement by Contractor and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the County. The Contractor shall reimburse the County for all costs, attorneys fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the County under this Agreement. The parties will cooperate with each other in the investigation and disposition of any claim arising out of the activities of the Agreement, provided that nothing will require either party to disclose any documents, records or communications which are protected under the peer review privilege, the attorney-client privilege, or the attorney work-product privilege. The provisions of this section will survive the termination of this Agreement. 22. DEFAULT AND LITIGATION 22.1 Contractor warrants that it has a positive net worth at the effective date of this Agreement and agrees that it shall maintain a positive net worth throughout the term of this Agreement. Furthermore, the Contractor shall notify County immediately, in writing, of any material, adverse change in Contractor s net worth Contractor warrants that neither the Contractor nor any officer, stockholder, director or employee of the Contractor, is presently subject to any litigation or administrative proceeding before any court or administrative body that would have an adverse effect on the Contractor s ability to perform under this Agreement, nor to the best knowledge of the Contractor is any such litigation or proceeding presently threatened against it or any of its officers, stockholders, directors or employees. If any such proceeding is initiated or threatened during the term of this Agreement, the Contractor shall immediately disclose such fact to the County. 23. MERGERS AND ACQUISITIONS The terms of this Agreement will survive an acquisition, merger, divestiture or other transfer of rights involving Contractor. In the event of an acquisition, merger, divestiture or other transfer of rights, Contractor must ensure that the enquiring entity or the new entity is legally required to: Honor all the terms negotiated in any pre-acquisition or pre-merger Agreement between Contractor and the County, including but not limited to (a) established pricing and fees; ( b) guaranteed service support until the contract term ; and (c) no price escalation during the term of the contract. RFP-PRO-FY Physician and Support Staff Services Page 57 of 71

58 23.2. Give 30-days written notice to the County following the closing of an acquisition, merger, divestiture or other transfer of right involving Contractor. 24. CALIFORNIA PUBLIC RECORDS ACT The County is a public agency subject to the disclosure requirements of the California Public Records Act ( CPRA ). If Contractor proprietary information is contained in documents submitted to County, and Contractor claims that such information fall within one or more CPRA exemptions, Contractor must clearly mark such information CONFIDENTIAL AND PROPRIETARY, and identify the specific lines containing the information. In the event of a request for such information, the County will make reasonable efforts to provide notice to Contractor prior to such disclosure. If Contractor contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the County s deadline for responding to the CPRA request. If Contractor fails to obtain such remedy within County s deadline for responding to the CPRA request, County may disclose the requested information. 25. ENFORCEMENT OF AGREEMENT Either party s failure to require strict performance of any provision of this Agreement shall not waive or diminish the party s right thereafter to demand strict compliance with that or any other provision. No waiver by a party of any of its rights or remedies under this Agreement shall be effective unless expressed in writing and signed by the party alleged to have granted the waiver. A waiver by a party of any of its rights or the exercise of some rights (including, without limitation, any termination rights) shall not be effective to waive any other rights or remedies. 26. SEVERABILITY If any provision of this Agreement is found by a court of competent jurisdiction to be void, invalid or unenforceable, the same will either be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of the Agreement. 27. COMMUNICATIONS 27.1 All notices shall be deemed to have been given when made in writing and delivered personally, or five days after deposit in the United States mail, postage prepaid, return receipt requested, addressed to the other party at the address set forth below or at such other address as the party may designate in writing in accordance with this section. RFP-PRO-FY Physician and Support Staff Services Page 58 of 71

59 To Contractor: First and Last Name Street Address City, State Zip Code To County: First and Last Name Title Department Street Address, Suite No. San Jose, California Zip Code 28. GOVERNING LAW This Agreement has been executed and delivered in California, and shall be construed and enforced in accordance with the laws of the State of California. Both parties consent to the exclusive jurisdiction of the state and federal courts or the State of California. Venue for all purposes shall be Santa Clara County. 29. ENTIRE AGREEMENT This Contract, along with any Exhibits and attachments, constitutes the entire Agreement by and between the parties relative to the subject matter herein. Any prior or contemporaneous oral or written agreements by and between the parties or their agents or representatives relative to the Contract, including the Existing Contract are hereby superseded by the Agreement. 30. COUNTERPART This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The parties agree that this Agreement, its amendments, and ancillary agreements to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature must be treated in all respects as having the same effect as an original signature. The original signature copy must be sent to the County by United States Postal Service mail, sent by courier, or delivered by hand. 31. CONFLICT OF INTEREST 31.a The Contractor warrants that it presently has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of services under this Agreement. RFP-PRO-FY Physician and Support Staff Services Page 59 of 71

60 31.b Contractor shall comply, and require its subcontractors to comply, with all applicable a) professional canons and requirements governing avoidance of impermissible client conflicts applicable to Contractor and such subcontractors, and b) federal, state, and local conflict of interest laws and regulations applicable to Contractor, such subcontractors and the services, including, without limitation, to the extent applicable, California Government Code section 1090 et. seq., the California Political Reform Act (California Government Code section et. seq.) and the regulations of the Fair Political Practices Commission concerning the disclosure and disqualification (2 California Code of Regulations section et. seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for termination of the Agreement by the County. 31.c Contractor shall provide County with names, description of individual duties to be performed and addresses of all persons who will be engaged in the performance of the agreement, including without limitation colleagues, employees, agents and subcontractors with the exception of those working solely ministerial, secretarial, manual or clerical capacity. Contractor shall immediately notify the County of the names of individuals working in such a capacity who, during the course of the Agreement, end their service. 31.d Contractor shall ensure that all individuals identified pursuant to this section understand that they are subject to the Act and shall conform to all requirements of the Act and other laws and regulations listed in subsection (B), including, as required, filing of Statements of Economic Interests (Form 700) within 30 days of commencing service pursuant to this Agreement, annually by April 1, and within 30 days of their termination of service pursuant to this Agreement. Form 700 is available on the website of the Fair Political Practices Commission. 32. DISPUTE RESOLUTION 32.1 All disputes arising in connection with the performance by any party under this Agreement shall be subjected to the provisions of Section [Communications]. Time is of the essence in the resolution of disputes. The parties shall act immediately to resolve informally such disputes Mediation a Authorization. In the event any dispute or issue related to this Agreement cannot be resolved by an informal process, County and Contractor agree to attempt to resolve the matter through mediation. Said mediation is voluntary, non-binding, and intended to provide an opportunity for the parties to evaluate each other s case and arrive at a mutually agreeable solution. The provisions in this Agreement relating to mediation shall not be construed or interpreted as mandatory arbitration. RFP-PRO-FY Physician and Support Staff Services Page 60 of 71

61 32.2.b 32.2.c 32.2.d Initiation of Mediation. Either party may initiate Mediation for any dispute or issue related to this Agreement by submitting a written request for mediation to the other Party pursuant to Section 34. Request for Mediation. A request for mediation shall contain a brief statement of the nature of the dispute or claim, and the names, addresses, and telephone numbers of those who will represent the party submitting the request for mediation. Selection of Mediator. Upon receipt of a request for mediation, within fourteen (14) days, the parties shall meet and confer to select an appropriate mediator agreeable to the Parties. If the parties cannot agree on a mediator, they hereby agree to accept a mediator appointed by a recognized mediation association e Qualifications of Mediator. Any mediator selected shall have expertise in the area of the dispute and be knowledgeable about the mediation process. No person shall serve as a mediator in any dispute in which that person has any financial or personal interest in the result of the mediation. Before accepting an appointment as mediator, the prospective mediator shall be required to disclose all circumstances likely to create a perception of bias or prevent a prompt meeting with the parties. Upon receipt of such information, the parties shall meet and confer and decide whether to select another mediator f 32.2.g 32.2.h Vacancies. If any mediator shall become unwilling or unable to serve as Mediator, another mediator shall be selected by the parties in accordance with section unless the parties agree otherwise. Representation During Mediation. The parties may be represented by persons of their choice, who shall have full authority to negotiate on behalf of the party they represent. The names, addresses, and telephone numbers of such representatives shall be communicated in writing to all parties and the mediator. Time and Place of Mediation. The mediator shall set the time of each mediation session. The mediation shall be held at any convenient location in the County of Santa Clara that is agreeable to the mediator and the parties, as determined by the mediator. All reasonable efforts will be made by the parties and the mediator to schedule the first session within thirty (30) days after selection of the mediator i Identification of Matters in Dispute. At least ten (10) days before the first scheduled mediation session, each party shall provide the mediator a brief memorandum setting forth its position with regard to the issues that need to be resolved. At the mediator s discretion, such memoranda may be mutually exchanged by the parties. At the first mediation session, the parties will be expected to produce all RFP-PRO-FY Physician and Support Staff Services Page 61 of 71

62 information reasonably required for the mediator to understand all issues presented. The mediator may require each party to supplement such information j 32.2.k l m n o. Authority of Mediator. The mediator shall not have authority to impose a settlement on the parties but will attempt to assist the parties in reaching a satisfactory resolution of their dispute. The mediator is authorized to conduct joint and separate meetings with the parties and to make oral and written recommendations for settlement. Whenever necessary, the mediator may also obtain expert advice concerning technical aspects of the dispute, provided the parties agree and assume the expenses of obtaining such advice. Arrangements for obtaining such advice shall be made by the mediator or the parties, as determined by the mediator. Privacy. Mediation sessions are private. The parties and their representatives may attend mediation sessions. Other persons may attend only with the permission of both parties and consent of the mediator. Confidentiality. Information disclosed to a mediator by the parties or by witnesses in the course of mediation shall not be divulged by the mediator. All records, reports, and other documents and information received by a mediator shall be confidential. The mediator shall not be compelled to divulge such records or to testify in regard to the mediation in any adversary proceeding or a judicial forum. The parties shall maintain the confidentiality of the mediation and shall not rely on, or introduce as evidence in any arbitration, judicial or other proceedings any of the following: (a) views expressed or suggestions made by the other party with respect to a possible settlement of the dispute; (b) statements made by the other party in the course of the mediation proceedings; (c) proposals made or views expressed by the mediator; (d) whether the other party had or had not indicated willingness to accept a proposal for settlement made by the mediator. No Record of Proceedings. There shall be no stenographic or other record of the mediation. Termination of Mediation. The mediation may be terminated in any of the following ways: (a) by the execution of a settlement agreement by the parties; (b) by a written declaration of the mediator to the effect that further efforts at mediation are no longer worthwhile; or (c) by a written declaration of a party or the parties to the effect that the mediation proceedings are terminated. Exclusion of Liability. No mediator shall be a necessary party in judicial proceedings related to the mediation. No mediator shall be RFP-PRO-FY Physician and Support Staff Services Page 62 of 71

63 liable to any party for any act or omission in connection with any mediation conducted hereunder p q. Interpretation and Application of These Mediation Provisions. The mediator shall interpret and apply these mediation provisions insofar as they relate to the mediator s duties and responsibilities. Expenses. The expenses of witnesses for each party shall be borne by the party producing the witnesses. All other expenses of the mediation, including required travel and other expenses of the mediator, the expenses of any witness called by the mediator, and the cost of any proofs or expert advice produced at the direct request of the mediator, shall be apportioned as the mediator finds appropriate or as otherwise agreed by the parties Nothing in this Section is intended to delay either party s right to suspend, cancel or terminate the Agreement, in accordance with applicable provisions herein. 33. TITLES AND HEADERS The titles and headings of paragraphs, sections, subsections and exhibits are for convenience only and are not intended to affect the proper construction of this Agreement. 34. COUNTING DAYS Days are to be counted by excluding the first day and including the last day, unless the last day is a Saturday, a Sunday, or a legal County holiday, and then it is to be excluded. 35. HANDWRITTEN OR TYPED WORDS Handwritten or typed words have no greater weight than printed words in the interpretation or construction of this Agreement. 36. AMBIGUITIES Any rule of construction to the effect that ambiguities are to be resolved against the drafting party does not apply in interpreting this Agreement. 37. BEVERAGE NUTRITIONAL CRITERIA Contractor shall not use County funds to purchase beverages that do not meet the County s nutritional beverage criteria. The six categories of nutritional beverages that meet these criteria are (1) water with no additives; (2) 100% fruit juices with no added sugars, artificial flavors or colors (limited to a maximum of 10 ounces per container); (3) dairy milk, non-fat, 1% and 2% only, no flavored milks; (4) plant derived (i.e., rice, almond, soy, etc.) milks (no flavored milks); (5) artificially-sweetened, calorie-reduced RFP-PRO-FY Physician and Support Staff Services Page 63 of 71

64 beverages that do not exceed 50 calories per 12-ounce container (teas, electrolyte replacements); and (6) other non-caloric beverages, such as coffee, tea, and diet sodas. These criteria may be waived in the event of an emergency or in light of medical necessity 38. NECESSARY ACTS AND FURTHER ASSURANCES Contractor shall at it own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement. 39. PROMOTIONAL AND ADVERTISEMENT Neither party shall use the other party s name, trademarks, service marks, logos, trade names, and/or branding without such party s prior written consent. Notwithstanding anything herein to the contrary, Contractor may reference or list County s name and/or a general description of services. County also agrees that upon reasonable prior notice from Contractor, County will be willing to provide a reference for Contractor (e.g. in the form of analyst telephone calls, client telephone calls, presentations, and the like). 40. COUNTY NO-SMOKING POLICY Contractor and its employees, agents and subcontractors, shall comply with the County s No Smoking Policy, as set forth in the Board of Supervisors Policy Manual section 3.47 (as amended from time to time), which prohibits smoking: (1) at the Santa Clara Valley Medical Center Campus and all County-owned and operated health facilities, (2) within 30 feet surrounding County-owned buildings and leased buildings where the County is the sole occupant, and (3) in all County vehicles. 41. FORCE MAJEURE Neither party shall be liable nor deemed to be in default for any delay, interruption or failure in performance under this Agreement deemed resulting, directly or indirectly, from Acts of God, civil or military authority, war, accidents, fires explosions, earthquakes, floods, failure of transportation machinery or supplies, vandalism, riots, civil disturbances, strike or other work interruptions by either party s employees, or any similar or dissimilar cause beyond the reasonable control of either party. However, both parties shall make good faith efforts to perform under this Agreement in the event of any such circumstances. In the event County determines that County facilities have been entirely or substantially destroyed by any of the above, this Agreement may be terminated by either party upon ten (10) days written notice to the other. 42. SURVIVAL AFTER TERMINATION RFP-PRO-FY Physician and Support Staff Services Page 64 of 71

65 All representations, warranties, and covenants contained in this Agreement, or in any instrument, certificate, exhibit, or other writing intended by the parties to be a part of their Agreement, will survive the termination of this Agreement. RFP-PRO-FY Physician and Support Staff Services Page 65 of 71

66 ATTACHMENT B INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES CONTRACTS (e.g. Medical, Legal, Financial services, etc.) Indemnity The Contractor shall indemnify, defend, and hold harmless the County of Santa Clara (hereinafter "County"), its officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this Agreement by Contractor and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the County. The Contractor shall reimburse the County for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the County under this Agreement. Insurance Without limiting the Contractor's indemnification of the County, the Contractor shall provide and maintain at its own expense, during the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Agreement, the Contractor shall provide a Certificate of Insurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the requesting County department, unless otherwise directed. The Contractor shall not receive a Notice to Proceed with the work under the Agreement until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B. Qualifying Insurers All coverages, except surety, shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A- V, according to the current Best's Key Rating Guide or a company of equal financial stability that is approved by the County's Insurance Manager. RFP-PRO-FY Physician and Support Staff Services Page 66 of 71

67 C. Notice of Cancellation All coverage as required herein shall not be canceled or changed so as to no longer meet the specified County insurance requirements without 30 days' prior written notice of such cancellation or change being delivered to the County of Santa Clara or their designated agent. D. Insurance Required 1. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a. Each occurrence - $2,000,000 b. General aggregate - $2,000,000 c. Personal Injury - $2,000, General liability coverage shall include: a. Premises and Operations b. Personal Injury liability c. Contractual liability d. Severability of interest 3. General liability coverage shall include the following endorsement, a copy of which shall be provided to the County: Additional Insured Endorsement, which shall read: County of Santa Clara, and members of the Board of Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively, as additional insureds. Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. Public Entities may also be added to the additional insured RFP-PRO-FY Physician and Support Staff Services Page 67 of 71

68 endorsement as applicable and the contractor shall be notified by the contracting department of these requirements. 4. Automobile Liability Insurance For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to owned, non-owned and hired vehicles. 4a. Aircraft/Watercraft Liability Insurance (Required if Contractor or any of its agents or subcontractors will operate aircraft or watercraft in the scope of the Agreement) For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned non-owned and hired aircraft/watercraft. 5. Workers' Compensation and Employer's Liability Insurance a. Statutory California Workers' Compensation coverage including broad form all-states coverage. b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence. 6. Professional Errors and Omissions Liability Insurance a. Coverage shall be in an amount of not less than five million dollars ($5,000,000) per occurrence and ten million dollars ($10,000,000) in annual aggregate. b. Coverage shall include Contractual liability coverage. c. If coverage contains a deductible or self-retention, it shall not be greater than fifty thousand dollars ($50,000) per occurrence/event. d. Coverage as required herein shall be maintained for a minimum of two years following termination or completion of this Agreement. 7. Claims Made Coverage If coverage is written on a claims made basis, the Certificate of Insurance shall clearly state so. In addition to coverage requirements above, such policy shall provide that: RFP-PRO-FY Physician and Support Staff Services Page 68 of 71

69 E. Special Provisions a. Policy retroactive date coincides with or precedes the Consultant's start of work (including subsequent policies purchased as renewals or replacements). b. Policy allows for reporting of circumstances or incidents that might give rise to future claims. The following provisions shall apply to this Agreement: 1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to the provisions concerning indemnification. 2. The County acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of the Contractor. However, this shall not in any way limit liabilities assumed by the Contractor under this Agreement. Any self-insurance shall be approved in writing by the County upon satisfactory evidence of financial capacity. Contractors obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance programs or self-insurance retentions. 3. Should any of the work under this Agreement be sublet, the Contractor shall require each of its subcontractors of any tier to carry the aforementioned coverages, or Contractor may insure subcontractors under its own policies. 4. The County reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. F. Fidelity Bonds (Required only if contractor will be receiving advanced funds or payments) Before receiving compensation under this Agreement, Contractor will furnish County with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Agreement, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the County cited herein. If such bond is canceled or reduced, Contractor will notify County immediately, and County may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of County. RFP-PRO-FY Physician and Support Staff Services Page 69 of 71

70 ATTACHMENT C SANTA CLARA VALLEY HEALTH & HOSPITAL SYSTEM Security and Confidentiality Agreement As an employee of, or volunteer, student, Institution, or other person doing business with Santa Clara Valley Health and Hospital System (hereinafter the Provider ), and as a condition of my employment or other relationship, I agree to the following: 1. I am responsible for complying with the Provider s HIPAA Policies and Procedures and with applicable patient privacy laws. I acknowledge that I have received a copy of the Provider s HIPAA Policies and Procedures, or have been provided with access to these policies on the Provider s intra-net site at 2. I will treat all information received in the course of my employment with the Provider, which relates to the patients of the Provider, as confidential and privileged information. 3. I will not access protected health information unless I have a need to know this information in order to perform my job. 4. I will not disclose information regarding the Provider s patients to any person or entity, other than as necessary to perform my job, and as permitted under the Provider s HIPAA Policies and Procedures. 5. I will not disclose other types of confidential information (e.g., employee information, financial information, proprietary information, etc.) to any person or entity, other than as necessary to perform my job, and as permitted under Provider s Policies and Procedures. 6. I will not log on to any of the Provider s computer systems that currently exist or may exist in the future using a password other than my own. 7. I will safeguard my computer password and will not post it in a public place, such as the computer monitor or a place where it will be easily lost, such as on my nametag. 8. I will not allow anyone, including other employees, to use my password to log on the computer. 9. I will log off the computer as soon as I have finished using it. 10. I will not use Internet to transmit protected health information unless I am instructed to do so by my Privacy Officer. 11. I will not take protected health information from the premises of the Provider in paper or electronic form without first receiving permission from my immediate supervisor or Privacy RFP-PRO-FY Physician and Support Staff Services Page 70 of 71