REQUEST FOR PROPOSAL # MS-2382

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REQUEST FOR PROPOSAL # MS
-
2382

ACQUIRING AND IMPLEMENTING

A
COMMON ASSET TAGGING
SYSTEM INCLUDING PASSIVE AND ACTIVE TAGS CERTIFICATION AT
PARKLAND HOSPITAL AND HEALTH SYSTEM FACILITIES


The Dallas County Hospital District dba Parkland Health & Hospi
tal System (hereafter
referred to as the District) is seeking vendors for
Acquir
ing

and Implement
ing

a
Common Asset Tagging System including Passive and Active Tags Certification
for the
District.


Released Date:
March 25, 2010

Response Deadline:
April
14, 2010
, 12:00 pm CST

Prepared By:
Patrick Lara











2




Table of Contents



GENERAL INFORMATION
………………………………………………………………
3


1 GENERAL TERMS AND CONDITIONS
………………………………………………5



1.1


GENERAL C
ONDITIONS………………………………………………………….. 5

1.2

PREPARAT
ION OF RFP RESPONSE…………………
………………………….7

1.3
SUBMISSION
OF RFP RESPONSE……………………………………………….7

1.4 PREPARATION OF THE ELECTRONIC RFP RESPONSE…………………….8

1.5
CONDITIONS OF RFP REVIEW AND CONTRACT AWARD (GUIDELINE)
….8

1.6 SUPPLIER’S ACKNOWLEDGEMENT OF INTENT TO SUBMIT FORM…….10

1.7 SUPPLIE
R CERTIFICATION FORM……………………………………………..11

2 SPECIFIC PROPOSAL
REQUIREMENTS……………………
……….................
...12


2.1 ESTIMATED SCHEDULES………………………………………………………

12


2.2 PARKLAND HEALTH & HOSPITAL SYSTEM AGENT……...........................13


2.3 CONTRACTU
AL INFORMATION...................................................................13


2.4 WOMAN/MINORITY PARTICIPATION………………………………………….15


2.5 EVALUATION PROCESS………………………………………………………...17




3 SPECIF
ICATIONS………………………………………………………………………19


4 PRICING…
……………………………………………………………………………….24


5 WOMAN/MINORITY BUSIN
ESS ENTERPRISE FORM……………………………26


6 RFP SIGNATURE PAGE…………………………………………………………........29


7 SAMPLE SERVICE AGREEMENT WITH EXHIBIT………………………………...30






















3

GENERAL
INFORMATION


General Information


Dallas County Hospital District d/b/a Parkland Health & Hospital System (hereafter referred
to as Parkland) is soliciting proposals from
S
uppliers
to A
cquire and Implement a Common
Asset Tagging System including Passive and Active Tags Certification
as s
pecified within
this Request for Proposal (RFP).

All RFP responses must be delivered to the address by the date and time as specified in
section
1.3

of this RFP in order to be considered. It is the sole responsibility of the Supplier
to ensure that their R
FP response is delivered to the proper location on time.

A proposal to a Request for Proposal is not a bid and does not commit Parkland to accept a
proposal because a Supplier may propose the lowest price. The RFP process provides the
opportunity to have
discussions with prospective Supplier. This Request for Proposal (RFP)
is not an order and does not commit Parkland to pay for any costs incurred in the preparation
or submission of any quotation or proposal or to procure the services hereunder. Hours of
service that may be used herein to estimate responses to this RFP may or may not reflect
actual hours used or needed, and do not commit Parkland to the estimated hours of service.
Any proposals accompanied by terms and conditions that are in conflict with
this RFP may be
considered unacceptable.

Parkland reserves the right to make or not make an award based solely on the proposals, or to
discuss any aspect of the proposal further with one or more of the Supplier. The proposal
selected will be chosen on the
basis of that which is most advantageous to the Dallas County
Hospital District, taking into consideration price and the other evaluation factors set forth in
the RFP.

Any prospective Supplier desiring an explanation or interpretation of the RFP solicitati
on
and/or specifications, etc., must put their request in writing, allowing time for a reply from
Parkland to reach all prospective Suppliers before the submission of the RFP response. No
oral explanations or instructions given before the award for the con
tract shall be binding.
Any information given to prospective Suppliers as a result of explanation or interpretation of
the RFP solicitation concerning the RFP will be furnished in writing and mailed or emailed to
all prospective Suppliers who have confirm
ed an intent to bid. Parkland reserves the right to
amend the RFP.

Background on the Dallas County Hospital District

Parkland is
Dallas County's only public hospital and the primary teaching institution of The
University of Texas Southwestern Medical Scho
ol. Often rated among the best hospitals in
the United States, Parkland provides patients with access to top quality medical care.
In the
spirit of community service and stewardship, Parkland provides

services to patients in a
manner that is consistent
with the patient's needs, values and recognized belief systems;










4

provides health care to the indigent and medically needy of Dallas County as well as others;
and provides services that improve the health of the community.

Parkland serves as the primary teac
hing and research hospital for the University Of Texas
Southwestern Medical School and participates in programs of graduate medical education for
interns, residents and fellows. As such, Parkland: participates in training and educational
programs dedicated

to both the art and science of caring for the sick and injured; promotes
the wellness and the delivery of health services; participates in clinical and health systems
research for the purpose of advancement of medical knowledge and the improvement of
heal
th status.


As a public hospital, Parkland receives substantial tax revenue and is well supported by the
County. The recent bond offering required an increase in the local tax levy with voters
approving the increase by an overwhelming 80% margin


Institu
tional Profile


Parkland is generally comprised of Parkland Memorial Hospital, Community Oriented
Primary Care (COPC)

clinics
, Parkland Community Health Plan, Inc. (a Medicaid HMO),
and the Parkland Foundation. COPC currently operates a network of
ten

(10
) community
based health centers, 16 school
-
based sites located throughout Dallas County, the HOMES
(Homeless Outreach Medical Services) mobile services program, and several other patient
health education programs.


Key Measures
-

Fiscal Year 2009:



Annual

net revenues exceed $1 Billion,



Fiscal Year 2009 operating margin of 93 Million or
nearly
10%,



Approximately 680 staffed beds,



Approximately 41,000 inpatient discharges,



Approximately 1 Million outpatient visits,



Approximately 15,000 deliver
ies
,



Procure
ment Objectives, Background, and Environment


Parkland Health & Hospital System (Parkland) strives to be a community
-
responsive servant
leader dedicated to providing high quality, low cost services that improves the health, well
-
being and quality of life f
or persons and communities entrusted to our care. In the spirit of
community service and stewardship, Parkland continually strives to improve organizational
effectiveness and efficiency in the most cost
-
effective manner with a focus on the integration
of
existing and future technology.















5

SECTION 1

GENERAL TERMS AND
CONDITIONS


1

General Terms and Conditions

1.1

General Terms:

1.1.1

Invoice and Billing Terms:

All invoices will correspond in detail to the purchase
order resulting from this RFP. The normal Parkland
term is to pay within
thirty (
30
)

days
after receipt in Accounts Payable of valid invoice. Unless otherwise stated, all invoices
should be submitted to: 5201 Harry Hines Blvd., c/o Accounts Payable.


1.1.2 State

or Federal Taxes:

Parkland is a political

subdivision of the State of Texas that is
a tax exempt entity. Parkland is not subject to Federal Excise, State or City Sales Tax, or use
taxes. A tax exemption certificate can be issued if requested.


1.1.3
Cancellation of this RFP:

Parkland reserves
the right to cancel this RFP at any

time
and for any reason in its
sole discretion. Such withdrawal is effective upon issuance of
written notice.

1.1.4
Joint Ventures or Subcontracts for Products or Services Requested:

No
contract shall be ma
de by the Supplier with any other party for furnishing any of the work or
services herein contracted for without the

written approval of Parkland.
This provision will
not be taken as requiring the approval by Parkland for employment between the Supplier an
d
employees.

1.1.5
Furnished Property:

No material, labor,
or facilities will be furnished by Parkland
unless

otherwise provided for in this
RFP.

Room and telecommunication access will be
provided for during audit periods and consultative work.


1.1.6

Te
xas Public Information Act:


Parkland is a political subdivision of the State of
Texas and as such is subject to the Texas Public Information Act and no disclosure made
pursuant to such law by Parkland shall be a violation of any obligations of Parkland.

Information submitted to Parkland in response to this
RFP

is subject to public disclosure










6

under the Texas Public Information Act, Texas Government Code, Chapter 552, unless a
Respondent can demonstrate that the identified part or parts of the proposal fal
ls within one
or more of the exceptions to required public disclosure listed in the Public Information Act.
If a respondent believes that certain information in their response is exempt from required
public disclosure under the Public Information Act, the

respondent must specifically identify
the information and the exception(s) that it believes apply, with specific detailed reasons.
Parkland will disregard blanket statements regarding the confidentiality of proposals and such
statements will be deemed nu
ll and void.

Parkland will process any request for information comprising all or part of a respondent’s
proposal in accordance with the procedures prescribed by the Public Information Act.
Respondents should consult the Attorney General’s web site (www.
oag.state.tx.us) for
information concerning the application of the provisions of the Public Information Act to
proposals and proprietary supplier information.

1.1.7 Access to Books and Records



Until the expiration of four (4) years after the
completion

of services under this Agreement, upon written request by the Secretary of the
United States Department of Health and Human Services, the United States Comptroller
General, or any of their duly authorized representatives, the parties will make avai
lable the
contracts, books, documents and records necessary to verify the nature and extent of the costs
of providing those services. If either party carries out any of the duties of this Agreement
through a subcontract with a value of $10,000 or more over

a 12
-
month period with a related
individual or organization, the party agrees to include in any such subcontract a clause
permitting access by the Secretary, the Comptroller General, and their representatives to the
related Sub Supplier’s books and record
s. This section is included pursuant to and is
governed by the requirements of §§1102 and 1871 of the Social Security Act (42 U.S.C. §§
1302 and 1395hh) and the regulations in 42 CFR §§420.300
-
420.304. Parkland reserves to
right to audit the Supplier’s con
tracts, books, documents and records necessary to verify the
nature and extent of the costs of providing those services at anytime and from time to time.

1.1.8
Force Majeure:
Neither Supplier nor Parkland shall be responsible or deemed to be in
default
of its obligations to the other to the extent any failure to perform or delay in
performing its obligations is caused by events or conditions beyond the reasonable control of
that party, and are not due to the negligence or willful misconduct of such party

(hereinafter,
“force majeure events”). For purposes of this Contract, force majeure events shall include
but are not limited to, acts of God or public enemy, war, riot or civil commotion, strikes,
epidemic, fire, earthquake, tornado, hurricane, flood, ex
plosion, terrorist acts or other
catastrophes, or events or conditions due to governmental law, regulations, and ordinances,
order of a court of competent jurisdiction, executive decree or order. However, in the event
of such delay(s) or nonperformance, t
he party so delayed shall furnish prompt written notice
to the other party (including the date of inception of the force majeure event and the extent to
which it will affect performance) and shall undertake all efforts reasonably possible to cure
the delay

or nonperformance and mitigate its effects or to otherwise perform. Parkland shall
not be responsible for payment for any product or service delayed or foreclosed by any force
majeure event unless and until such delayed or foreclosed product.

1.1.
9

Healt
h Insurance Portability and Accountability Act of 1996 (HIPAA):

The parties
understand and agree that this Agreement is subject to the Health Insurance Portability and
Accountability Act of 1996 and the Privacy and Security Regulations, 45 C.F.R. Parts 16
0,
162 and 164 issued under said Act. The Parties agree to strictly comply with HIPAA and the










7

regulations issued under HIPAA and to execute any documents that may be required by
HIPAA or the HIPAA

Privacy Security Regulations.
Failure of the Supplier or i
ts employees,
agents, and/or subcontractors to comply with HIPAA regulations issued under HIPAA or to
execute any documents concerning compliance when requested by Parkland shall be a
material breach of this Agreement and shall permit Parkland to immediate
ly terminate this
Agreement. Parkland will make the decision whether or not documents will be required and
Parkland’s decision shall be final.

1.2

Preparation of RFP Response

1.2.1

Suppliers are expected to follow all instructions, failure to do so will be at the
S
upplier’s risk.

1.2.2

Each Supplier shall furnish all information required by the RFP. The Supplier shall
print, type, or stamp the company name on each RFP response sheet there
of on which an
entry is made.
The person signing the RFP will initial erasur
es or other changes made.
Failure to sign the RFP will result in disqualification of proposal (Section 6).

1.2.3

All costs incurred by Supplier in preparation and presentation of the proposal sha
ll be
absorbed by the
Supplier. Unless otherwise requested

all materials, supporting
documentation
, manuals, etc.
submitted with the proposal will become the property of
Parkland. Costs incurred in returning materials will be at the Supplier’s expense.

1.2.4

The Supplier understands that no guarantee is made by

Parkland to preserve the
confidentiality of the material submitted in response to the RFP. The Supplier understands
that any and all responses submitted will be subject the Public Information Act and will be
distributed or made available to appropriate Pa
rkland personnel and consultants involved in
this project. Proprietary information should be marked “Proprietary”, not “Confidential”.

1.2.5

Parkland reserves the right to amend this RFP one or more times prior to the due date.
If it becomes necessary t
o amend any part of the RFP, an amendment will be provided to
Suppliers.

1.3

Submission of RFP Response

1.3.1

Responses to
RFP

and amendments thereof shall be submitted as follows:

1.3.1.1


Submit two (2) hard copies and one (1) electronic copy of the RFP

response must be e
nclosed in a sealed envelope and properly and clearly
marked with the RFP number.
E
-
mailed responses are unacceptable
.
Please mark
the original copy as “ORIGINAL".

1.3.1.2

RFP response must be addressed to:


Patrick Lara
,


Purchasing Department


Parkland
Health & Hospital System


8435 N. Stemmons, Suite

920


Dallas, Texas 75247











8

Hard copy responses shall be mailed via overnight express carrier or hand delivered
to the aforementioned address to the receptionist desk
only
. Upon award vendor
must be reg
istered with Vendor Credentialing System at (
www.vcsdatabase.com
).

1.3.1.3

RFP response must state the name and address of the Supplier on the
outside of the envelope/package.

1.3.1.4


RFP response must state the response deadline

date and the RFP
Number on the outside face of the envelope.







Failure to follow the above steps could result in rejection of your proposal at the
discretion of Parkland.


1.3.3

Proposal responses are due by
1
2:00 pm CST on
April 14
, 2010
.

Proposals

are not
scheduled for public opening. No telephone, telephonic, or FAX Proposals will be accepted.
P
arkland
will not be responsible for missing, lost, or late deliveries.

1.3
.4

Parkland reserves the right to reject any or all responses
to RFP or parts of any
responses to RFP and to waive minor irregularities between the RFP itself and any response
to the RFP.

1.3
.
5
Upon

award, the contract may be renewed if agreeable with both parties.

1.3
.
6

A duly authorized officer from the Supplier
’s company must sign all proposal
responses.

1.3
.
7

Supplier will complete the form entitled “Supplier
s Acknowledgment of Intent to
Submit a Proposal”

and acceptance of RFP and Award Conditions” (Section 1.6) as
appropriate, and return to the Purchasing
Department by

April 1, 2010

1.4 Preparation of the Electronic RFP Responses

Along with the printed copy, you must submit your RFP response in the electronic format
supplied. The document is in Microsoft Office 2000


-

Word


format. The file is distr
ibuted
in RTF (Rich Text Format) to avoid problems with Macro viruses often associated with Word
documents containing macros.

1.5


Conditions of RFP Review and Contract Award (Guideline)

1.5.1

If this RFP results in a contract being awarded, it is the intent of

Parkland to award
the resulting contract to the responsive and responsible offer or whose proposal is
determ
ined to be most advantageous to
Parkland taking into consideration the
evaluation factors set forth in the RFP.

1.5.2

Parkland may appoint a committ
ee to perform the evaluation. Each proposal will be
analyzed to determine overall responsiveness, best qualifications and best value for
Parkland. The selection committee may select all, some or none of the Suppliers for
i
nterviews and/or presentations.
If Parkland elects to conduct interviews and/or










9

presentations, Suppliers may be interviewed and scored bas
ed upon the criteria
referenced
within RFP.
Parkland may also request additional information of
Supplie
rs at any time prior to award.
Parkland reserve
s the right to select one, or
more, or none of the Suppliers for award.

































10

1.6


Supplier’s Acknowledgement of Intent to Submit Form for MS
-
2382, due
by April
1, 2010




Supplier’s Acknowledgement of Intent to Submit a Proposal

and

Acceptanc
e of RFP and Award Conditions

Instructions:

1. If you do not intend to submit a proposal, complete and return this form upon receipt of RFP.

2. If you intend to submit a proposal, complete and return with your proposal to acknowledge and accept
RFP t
erms and conditions.

Please Type or print:


Name of Business:


Address:



Authorized Agent:

Title

Telephone:

Fax:

Email


Check the appropriate box:



Supplier acknowledges receipt of
request for proposal and
acceptance of RFP conditions


Supplier

acknowledges receipt of RFP and
does not intend to propose.

Supplier Comments:



Signature:


Date:


Title:














11

1.7

Supplier Certification Form


















































































































Supplier Certification Form

Instructions:

Suppliers doing business with Dallas County Hospital District (DCHD), dba Parkland Health & Hospital System (Parkland), are
requested to complete this form in
its entirety. If you are a Women/Minority

Owned business enterprise, the requested information
pertains to the
owner(s
) of the company. This form must be signed and dated by an authorized representative of your company.


Supplier’s

Name: ______________
____________________________________________________________________________


Years in business under same name: ________________

Previous Name: __________________________________________


General E
-
mail Address: __________________________________________
_________________________________________


Current Address: _________________________________________________________________________________________


Sales Rep/Customer Service Name: ________________________________________________________________________
__


E
-
mail Address: ___________________________________________________________________________________________


Sales Rep/Customer Service Phone#: _________________________________________________________________________




Fax#: _________________________
____________________________________________________________________________


Accounts Receivable Contact Name: __________________________________________________________________________


Phone #_________________________________________ PHHS Account # _
_________________________________________

List your major commodities:

CHECK ALL THAT APPLY

WITH RESPECT TO MAJO
R COMMODITY:

S
upply


EQUIPMENT

S
ervice

(List type of service, i.e. temp. agency, survey
or,
ect.
:

_______


Consultant

Distributor

Manufacturer

Contractor

Subcontractor

Approximate dollar volume of business with PHHS in past twelve (12) months:
$____________


ETHNICITY OF COMPANY
’S AMERICAN OWNERSHI
P
(PLEASE
place an X in the appropriate box
:



ASIAN PACIFIC


A
FRICAN AMERICAN


C
AUCASIAN


HISPANIC



N
ATIVE AMERICAN



O
THER

____________



(SPECIFY)



PUBLIC OWN STOCK:

YES

NO


MAJORITY OWNER :

MALE

FEMALE





INCLUDE THE FOLLOWING:

Copy of certificate(s) (State of Texas, North Central Texas Regional Certification Agency (NCTRCA), Historically Unde
rutilized
Businesses (HUB), or any agency confirming your business as being a women/minority
-
owned or small business enterprise.


S
ignature
:

________________________________________
Title:

______________


Print Name:

_______________________________________
___
Date:

__________
















12

SECTION 2

SPECIFIC PROPOSAL
REQUIREMENTS

2

Specific Proposal Requirements

2.1

Estimated Schedule

Milestone

Date

Request for Proposal Issued

March 25, 2010

Supplier’s Acknowledgement of Intent to Submit Form, due

April 1, 2010

Questio
ns submitted by Proposer via e
-
mail

April 2, 2010

RFP Clarification Conference (at Parkland)
1

April

7, 2010 10:00 am CST

Closing Date and Time for Proposal to be submitted to Parkland
2

April 14, 2010 12:00 pm CST

RFP Evaluation Period / Analysis Perio
d
2


TBD By Committee

Finalist(s) Notified
2

TBD By Committee

Best and Final Offers Due*

TBD By Committee

Final Vendor Selected

TBD By Committee






1

RFP Clarification
,
Wednesday
April 7,

2010 @ 10:00 a.m. CST in the
Medina
Conference Room
@

8435
N. Stemmons Freeway

Suite 920
, Dallas, TX 752
47
. Due to
limited space only 2 representatives from each company may attend
.


2

Milestone dates are estimated for planning purposes only and are subject to change.



* Best and Final Offer (BAFO)


Parkland res
erves the right to cancel or not issue

a request
for Best and Final Offer.


















13

2.2

Parkland Health & Hospital System Agent


Questions concerning the requirements for submission of the proposal should be addressed
during the RFP Clarification Conference.

However, under unusual circumstances, Suppliers
may contact the person(s) listed below for guidance during the proposal submission period.
All Supplier
s’ questions regarding this RFP
must be addressed to

Patrick Lara
,
pjlara
@parknet.pmh.org

and must refe
rence the appropriate RFP page and section number.
Questions must be in writing and must be received by
Patrick Lara

(electronically by e
-
mail).

I
n order to receive a response, Supplier’s questions must be received no later than
April 2
, 2010

close

of bu
siness. Responses to the appropriate questions will be issued to all

potential Suppliers
at

the clarification conference.
Suppliers are advised that only the
Parkland point
-
of
-
contact identified below can clarify issues regarding this RFP. No other
emplo
yee of Parkland is empowered to make binding statements regarding this RFP. Any
clarifications regarding this RFP will be issued in writing as amendments to the RFP. No
statements, clarifications, or opinions regarding this RFP are valid or binding excep
t those
issued in writing by the Parkland point
-
of
-
contact.


General Terms & Conditions




Patrick Lara

Purchasing Department

Parkland Health & Hospital System

8435 N. Stemmons, Suite 920

Dallas, TX 75247

Phone: (214) 590
-
2236

Fax:
(214) 5
90
-
4155

pjlara
@parknet.pmh.org






The above named individual will maintain a record of all communications, the questions
asked and the responses given during the proposal due diligence process.

2.3

Contractual Information

2.3.1

Disqualification of
Supplier
s:
Su
pplier
s may be disqualified from contract award for
these and other comparable situations or conditions:

2.3.1.1


Collusion between a Parkland employee and the
Supplier
.

2.3.1.2


The Company, any Sub
-
provider or
Supplier

is in litigation with Parkland.

2.3.1.3


Supplier

in arrear
s on any existing Contract or having defaulted on previous
contract.

2.3.1.4


Lack of competency as revealed by pertinent factors, including but not limited
to, experience and equipment, financial statement and questionnaires.

2.3.1.5


Incomplete work that in the judgment

of Parkland will prevent or hinder the
prompt completion of additional work awarded.











14

2.3.1.6


Supplier

has failed to perform in a satisfactory manner on a previous
contract.

2.3.1.7


Supplier
s communicating with Parkland staff or Management or their
representative(s)
regarding this RFP or proposals, other than the persons listed
as exception in this RFP.

2.3.1.8


Offerings of gifts and/or
gratuities

to any Parkland employees.

2.3.1.9


Non
-
compliance of Parkland rules for
Supplier
s/visitors.

2.3.1.10


Failure to respond to all or part of the R
FP

s stated requirements, request for

information, or other data required by Parkland within this RFP.

2.3.1.11


Identified on the Federal Government Health and Human Services (HHS) List
of Excluded Individual / Entities (LEIE); the General Services Administratio
n
(GSA) Excluded Parties List; the State of Texas Medicaid Excluded Provider
List; or the federal government terrorist list.

2.3.2

Equal Opportunity:
In fulfilling this order, the Supplier agrees to abide by the provisions of
Section 202 of Executive Order 11246

in regard to Equal Employment Opportunities.

2.3.3

Multiple Awards:
Parkland reserves the right to award contracts based on this RFP to more
than one Supplier.

2.3.4

Multiple Offers:
Alternate proposals considerably beyond the scope of work may be
submitted with

pr
ior approval from Parkland.
If deemed advantageous to Parkland, they ma
y
be evaluated and considered.
Suppliers shall identify alternates as being such and shall
document the advantages and differences from the specifications. Parkland is under no
obligati
on to consider or accept alternate proposals and reserves the right to reject any and all
such proposals.

2.3.5

Contract Terms and Conditions:

The appropriate terms and conditions, laws and
regulations of the State of Texas will apply to any contract that may
arise from this RFP.
The terms and conditions of the resulting contract shall conform in all materials respects to
the sample agreement set forth in
Section 7

of this RFP. Legal venue is Dallas County,
State of Texas.

2.3.6

Oral Presentations / Product Dem
onstrations:

Parkland reserves the right to request oral
presentations / product demonstrations by one or more Suppliers. Oral presentations may be
made at a time and place to be determined by Parkland. If oral presentations are requested by
Parkland, a

Supplier’s proposed key personnel must attend and take an active role in
presenting the Supplier’s proposal. At that time, Parkland may elect to interview the
Supplier’s proposed key personnel. Suppliers may not make any comments or references to
other S
uppliers that may or may not have submitted a proposal in response to this RFP.

2.3.7

Acceptance of RFP process:

A Supplier that submits a proposal in response to this RFP
agrees, on its own behalf and on behalf of any parent or subordinate organization and all

proposed Sub
-
Suppliers, to the following:

2.3.7.1

That it accepts without reservation or limitation as lawful and binding the proposal
submission requirements and rules and the procurement procedures, processes, and










15

specifications identified in this RFP, includin
g any RFP amendment and all
appendices to this RFP.

2.3.7.2


That it accepts without reservation or limitation as lawful and binding Parkland’s
criteria for Supplier evaluation methodology and evaluation process.

2.3.7.3


That it accepts without reservation or limitation
as lawful and binding Parkland’s
sole, unrestricted right to reject any or all proposals submitted in response to this
RFP.

2.3.7.4


That it
accepts without reservation or limitation as lawful and binding the
substantive, professional, legal, procedural, and techn
ical propriety of the scope of
work in the RFP.

2.3.7.5


That, if awarded a contract as the result of this RFP, it accepts without reservation or
limitation the contractual language found in this RFP, unless Supplier has raised any
objections in writing in the pro
posal.

2.4

Woman/Minority Participation

2.4.1

Policy and Definition:

It is the policy of Parkland to better maximize opportunities for
Woman/Minority Business Enterprise (W/MBE) to participate in Park
land’s procurement
activities.
Parkland is committed to identif
ying; seeking out and assisting W/MBEs to
become familiar with Parkland’s requirements for goods, services and construction. When a
contract award is made, the awardees will be required to demonstrate that good faith efforts
have been and will be extended

to W/MBEs to become its subcontractors. Parkland, its
contractors and subcontractors, shall not discriminate on the basis of race, color, religion,
national origin, sex, age or physical handicap in the award and/or performance of contracts.
A Woman/Minor
ity Business Enterprise (W/MBE) is an enterprise that is either a Woman
Owned Business or a Minority
-
Owned Business.

2.4.1.1


Woman Owned Business is a concern that is at least 51% owned by one or more
woman or, in the case of publicly owned concerns, in which at

least 51% of the
stock is owned by one or more woman; whose management of daily operations is
controlled by one or more of the women who own it; and in which the woman is a
U.S. citizens or resident aliens.

2.4.1.2


Minority Owned Business is a concern that is a
t least 51% owned by one or more
minority individuals, in the case of publicly owned concerns, in which at least 51%
of the stock is owned by one or more minority individuals; whose management of
daily operations is controlled by one or more of minority in
dividuals who own it;
and in which the minority individuals are U.S. citizens or resident aliens.

2.4.1.3


Minority individuals are persons who are African Americans, Hispanic Americans,
Native Americans, Asian
-
Pacific Americans, Asian
-
Indian Americans, and other
minorities as interpreted by an appropriate certifying agency (such as DFW
Minority Business Development Council).











16

2.4.2

Good Faith Effort:

The following criterion has been established as a Good Faith Effort by
Parkland for Goods and Services.

2.4.2.1


Goods & Service
s: As a good faith effort to implement this policy, the District has
established a criterion of 25% for W/MBE participation for goods and services. The
achievement of this objective will be measured based on the availability of
opportunities with W/MBEs.

Therefore, a purchase that provides no opportunity to
contract with W/MBEs (e.g., purchase from group purchasing organizations, large
capital equipment purchase, pharmaceutical purchases, etc.) will not be included in
the calculation of total goods/servi
ces available for purchases.

2.4.3

W/MBE Policy Compliance
: In engaging sub
-
Suppliers, Supplier shall make good efforts
to utilize Woman and Minority Business Enterprise in accordance with Parkland’s policies as
set forth herein, and shall document those effort
s. Upon request by Parkland, Supplier shall
provide such documentation to Parkland. Supplier will be required to demonstrate that good
faith efforts have been and will be extended to W/MBEs to become secondary Suppliers.
Parkland, its primary Suppliers a
nd secondary Suppliers, shall not discriminate on the basis
of race, color, religion, national origin, sex, age, or physical handicap in the award and/ or
performance of contracts.

2.4.3.1


Suppliers shall complete Forms A (Commitment Agreement) and B (Commitment

Worksheet), if applicable, specified at Appendix B, and submit with the proposal
response. Within thirty (30) days following the effective date of the contract or
agreement, Supplier shall submit a monthly report on Form C (Progress Assessment
Report) sp
ecified at Appendix B.

2.4.4

Establishing a Good Faith Effort:
As part of any contract award,

Primary tier Suppliers
must identify a "good faith effort" to secure Woman/Minority Business Enterprises
(W/MBE) as sub
-
providers. Documentation of your companies' pr
ocesses to actively pursue
the fulfillment of a good faith effort may be required at any time from the point of award,
through contract completion. Fulfilling a "good faith effort" may be accomplished by:

2.4.4.1


Directly contacting W/MBE owned firms to determin
e if they can perform the
contract as a sub
-
provider;

2.4.4.2


Subdividing the statement of work proposed so W/MBE concerns may have an
improved opportunity to become a sub
-
provider.

2.4.4.3


Documenting each W/MBE firm contacted the work or subcontract effort offered,
the conclusion or decision regarding contract inclusion, and the reasons for selection
or denial.

2.4.4.4


Efforts to assist W/MBE firms contacted that need assistance in obtaining bonding,
lines of credit, or insurance.

2.4.4.5


Efforts that demonstrate your company ef
fectively used the services of available
community organizations, contractor groups, local, state, or federal W/MBE
assistance offices, and other organizations that provide assistance and placement of
W/MBE businesses.

2.4.4.6


Use of W/MBE vendors who have been
certified through the North Central Texas
Regional Certification Agency (NCTRCA), the state of Texas or any other
recognized certification process.











17

2.4.4.7


Adopting innovative approaches to support W/MBE Suppliers, such as mentoring,
incubating, or joint venture

agreements.

2.4.4.8


Establishing a Supplier diversity program, with written corporate policies, reflecting
high
-
level commitment and dedicated personnel.

2.4.4.9


Active participation in W/MBE events, conferences, networking activities.

2.5

Evaluation Process

2.5.1

Parkland wil
l select the successful Supplier(s) through a formal evaluation process. Parkland
will consider capabilities or advantages that are clearly described in the proposal, confirmed
by oral presentations or product demonstrations, if required, and verified by
information from
reference sources contacted by Parkland, if required. Parkland reserves the right to contact
individuals, entities or organizations that have had recent dealings with the Supplier or staff
proposed for this effort, whether or not the Supp
lier identifies them. Prior to the receipt of
proposals, an Evaluation Committee will be established. The committee will include
Parkland employees, or professional representatives of Parkland.

2.5.1.1


Initial Screening:
The Evaluation
Committee will review all

proposals for
compliance and responsiveness. Non
-
compliant or incomplete proposals may be
returned to the Supplier for clarification and resubmission or rejected entirely.

2.5.1.2


Proposal Evaluation: The Evaluation Committee will conduct an in
-
depth evaluati
on
of each proposal using the criteria set forth below. Once the evaluations are
complete, the proposals will be reduced to those with the highest probability for
award. The Evaluation Committee
may

elect to require oral presentations or
product demonstra
tions from the Suppliers concerning the information contained in
their proposals. Any invitation for an oral presentation / product demonstration will
be solely for the purpose of clarifying proposals received from the Supplier, and will
not represent any

decision on the part of the Evaluation Committee as to the
selection of a Supplier.

2.5.1.3


Best and Final Offer (BAFO): After discussions and/or presentations with Suppliers,
non
-
compliance with any required response or any provision of the RFP may
eliminate
a Supplier from further consideration at this time. A Best and Final Offer
(BAFO) request will be extended to each remaining finalist. The BAFOs will be
received, evaluated, and a recommendation will be made for approval and award of
the contract.


















18

EVALUATION CRITERIA



1

Meets specified system
functionality requirements

Vendor meets all certifications, staffing certification
and required specifications

5

2

Meets RFP Scope

Active/Passive Tag offering/capabilities

25

3

Added Value Potential

Sys
tem Integration/Interface capabilities

5


4

Experience

Relative Experience relevant to requested products
and service.

25

5

Cost

Overall Cost of Service

40










Total


100







































19

SECTION 3

SPECIFICATIONS


3

Specifications


3.1

EVIDENCE OF ABILITY TO PERFORM


The bidder must submit complete, current financial information and three (3) years of audited
financial statements demonstrating financial health and stability relative to bidder and must show
evidence of successful operat
ion and support of the specified products to include service in a
computer system of similar size and configuration as Parkland Hospital and Health System (PHHS).
The bidder must provide the names, addresses, telephone numbers and contact persons of at le
ast
three (3) locations, similar in size, operation and functionality to PHHS.


3.1.1 The nature of bidders’
warranties and qualifications of bidders to furnish
comprehensive, timely and continuing services in the judgment of PHHS Information
Services, wil
l be accorded material weight in consideration of bids submitted pursuant
to this request.


3.1.2 PHHS reserves the right to request proposed solution presentations and demonstrations.


3.1.3 PHHS reserves the right to change scoring if solutions demonstr
ations are deemed
necessary.


3.2

REQUIREMENTS OF ALL BIDDERS


All bids must satisfy

PHHS
req
uirements under this document. Bids for less than
the total
requirement
s
specified will not be considered.


All bidders must adhere to the following conditions of bid
:


3.2.1 Bidding Instructions


3.2.1.1

Each bid shall include a letter of transmittal which bears the signature of an
authorized representative of the bidder and which also includes the names of
individuals authorized to negotiate with
PHHS
on behalf of the bidder
. Each
bid shall also include documentation to substantiate that the bidder’s
experience and expertise is sufficient to meet each and every requirement as set
forth in this document by area.













20

3.2.2

Minimum required certifications


3.2.2.1

The successful bidder will ha
ve successfully installed RFID/RTLS networks in
multiple Health Care Systems with a minimum of 5,000 employees and over
1million square feet.


3.2.2.2

The bidder should have successfully installed passive as well as activate RFID
tagging systems for various asset
types


3.2.2.3

The bidder should have successfully interfaced tagging systems to Lawson
ERP and 4 Rivers CMMS asset management systems to support tagging
directly in the receiving area based on purchase order requirements and
updating tag numbers in associated dat
abases. Please provide references.


3.2.2.4

The successful bidder must have had experience in an 802.11 deployment over
a Distributed Antenna System (DAS).


3.2.2.5

The successful bidder must be proficient in RFID/RTLS deployments. (A
minimum of 3 references will be made

by Parkland from the most recent
installs supplied by the bidder.)



3.2.2.6

RTLS/RFID implementation must be performed by staff that has
attended

recommended training
b
y
the

bid winning RFID/RTLS manufacturer

(Documentation will be required), and have achieved C
ertified Wireless
Network Administrator (CWNA) certifications.



3.2.2.7

Successful bidder must identify if they or a sub
-
contractor will be performing the work.
If a sub
-
contractor is to be used they must meet the same requirements and
specification written here
in. Parkland reserves the right to reject any bid that uses a
sub
-
contractor that does not meet the minimum requirements.


3.2.3

Locations


This bid request is for services at the Main Hospital facility

and

designated
PHHS remote sites. Site information is list
ed in
Exhibit A
. Please provide separate
price quotes for both. Parkland reserves the right to award all or part of the requested
services.


3.2.4

Price Quotations


3.2.4.1 All price quotations must be valid for at least
120 days

from the date of closing
o
f this

bid in order to permit evaluation and contracting. All price quotations
must be submitted on the form included with this document in Section
4,
Pricing
.

Multiple purchase authorizations may result from this bid, and all
items may not be awarded. PHHS rese
rves the right to award all or part of this
bid and may award to multiple vendors.


3.2.5

Added Value


3.2.5.1

Vendor should list any Added Value they feel its knowledge, products and/or
services bring to Parkland, including but not limited to:

3.2.5.1.1

Best Practices











21

3.2.5.1.2

Experien
ce deploying passive tags on in a facility Parkland’s size

3.2.5.1.3

Other ways or areas active /passive tags maybe used

3.2.5.1.4

Other products/services that are part of its offerings that are felt to be
unique or superior to other providers of RFID/RTLS.

3.2.5.1.5

Examples of Retur
n on Investment experienced and documented
(including expectations, actual realization and how achieved) at other
healthcare facilities using the solutions proposed in its response to this
document


3.2.6


Bid Exception


3.2.6.1 When a specific requirement canno
t be met in whole or in part, this item must
be noted on a separate “BID REQUIREMENT EXCEPTION” document. The
document must identify the requirement (by page, phase and item number),
the description of the requirement, and the vendor’s proposed solution o
r
substitution

for the requirement (if any). If the requirement is available at an
additional cost, this must also be specified.



3.2.7 Bid Format


All bid responses must be in the same general format. A description follows:



3.2.7.1
The response must
be on a set of separate documents. That is, do not simply

return the bid specifications with comments added.


3.27.2
All exception documents and pricing documents must be attached. Bidders

may
add any additional pricing options (not asked for) to Pr
icing Document.

Parkland’s
pricing document must be used in your response
.
See Section 4, Pricing
.


3.2.7.3
Each requirement must be identified by page, phase and item number with
specifics as to how that requirement is met.


3.2.8 Subcontracting


3.2.8.1

It is understood that no part of the work necessary to provide the deliverables will
be assigned, transferred, conveyed, sublet or otherwise disposed of without the expressed
written consent of PHHS.


3.2.9
All Bids must include certifications of staff e
xpected to perform services.


3.2.10 Parkland reserves the right to request software demonstrations if desired


3.2.11Parkland reserves the right to rescore RFP if demonstrations are held



3.3
RFID/RTLS
MINIMUM SPECIFICATIONS


3.3.1 System must use a 802
.11 wireless standard networks. Describe how your system meets
this requirement.












22

3.3.2 System must have the ability to provide additional room level granularity if
needed by
utilizing Infrared or
Ultrasound technologies. Describe how your system meets thi
s
requirement.


3.3.3 System must support both active and passive RFID tags (Explain how this is
accomplished)


3.3.4 System must support integration with Lawson ERP and 4 Rivers
Computerized

Maintenance Management Systems
(CMMS
). Please provide a listing
of any other
system integrations supported.


3.3.5 Initial

Bid is for
5,000 #

of Active Tags

and
Software required
for
managing the system

and interfaces
.



3.3.6 System should be licensed for a minimum of
10,000

devices.


3.3.7 System software must be c
apable of running in a virtualized environment.


3.3.8 Provide a list of supported operating systems.


3.3.9 Provide a list of supported databases


3.3.10 Please provide Return on Investment experienced and documented (including
expectations, actual reali
zation and how achieved) at other healthcare facilities


3.3.11
Parkland understands that there are numerous types of tags available. Please list each
individual

component necessary for
functionality, type of tag and pricing associated
with each including
any quantity discount levels available.


3.3.12 Parkland understands there numerous ways to access these types of systems. Describe
the methods of system access that are supported by your solution. IE Web Browser,
Fat Client, Mobile Device integrations, e
tc


3.4 DESCRIPTION OF SERVICES REQUIRED


Following are the minimum requirements for the
PHHS

equipment and service requirements:

Please
describe how your services and process will accomplish these requirements. Samples, where
appropriate, are desirable.


3.4.1 Service

Period
-

Provide estimates of project timelines and completion
timeframe
.


3.4.2 Vendor

Provided Services





3.4.2.1 A
complete install
ation of an RFID/RTLS system with accuracy verification
and
a knowledge transfer

f
or each location list
ed in
Exhibit A
.


3.4.2.2
Interface tagging systems to asset management systems (Lawson, Four Rivers).


3.4.2.3

Installation, map/floor plan loading, and system functionality certification.












23

3.4.2.4 Knowledge transfer and transition training of support staff on ne
cessary system
components.



3.4.2.5 Electronic documentation of all designs, surveys, and configurations
.


3.4.3
Manufacturers Standards


All services will conform to manufacturer’s standards which would include any and
all engineering and/or performance
changes to machines, features and controls
considered normal for operational efficiency, and/or safety at no additional costs.







Exhibit A




Site Location

Square Feet

Main Campus

1,100,000

Amelia Court


Main Bldg

32,513

Amelia Court


Rape Crisis

3,062

Amelia Court


Prescription Center

9,202

Amelia Court
-

Healthy Start

2,900

Amelia Court


Support Bldg C

13,415

ASC

62,267

Bluitt

47,032

Deharo

30,422

East Dallas

44,145

EPO

13,996

Garland

30,951

Geriatrics


Senior Svcs

3,768

Irving

29,
235

Lakewest

7,000

Maple Mammography

7,755

Oak West

17,414

Occupational Health

4,159

PRC

47,518

P
SSC

3,810

Senior House Calls

2,353

Senior Outreach Svcs

1,948

Southeast

Dallas

102,269

Support Building “B”

100,000

Vickery

5,625













24


SECTION 4

PRICING

Acquiring and Implementing a Common Asset Tagging System including Passive and Active Tags Certification







Hardware/Software Requirements (Includes tags &
software)






Product Code


Description

Quantity

Quantity Discount
levels

Unit
Price

Total
Price

















































































































































































































































































































































Hardware Totals:























Implementation / Professional Services





Quantity

Unit
Price

Total
Price

Professional Ser
vices (vendor)











Implementation Services (vendor)











Training























Implementation Totals:





















25













Annual Maintenance & Support

Year 1



Quantity

Unit
Price

Total
Price

Year 1 Support











Licensed

Software Support











Warranty























Year 1 Support Totals:























Year 2
-
5 Support





Quantity

Unit
Price

Total
Price

Licensed Software Support











Warranty























Year 2
-
5 Support Total
s:



















































26

SECTION 5


WOMAN/MINORITY
BUSINESS ENTERPRISE
COMPLIANCE FORMS



























27


FORM A

Parkland Health & Hospital Systems

Sub
-
provider Monitoring System


COMMITMENT AGREEMENT

Complete this form for each W/MBE Sub
-
provider



Contract #


















































































































































































Assigned Goal %


Description of Work

(
List by categor
y of work. Attach additional pages)

Dollar Amount

(For each category of work)





Total Commitment Amount:







$

IMPORTANT:

The signatures of the Prime Provider and W/MBE and second tier sub
-
provider, if any (both W/MBE and
Non
-
W/MBE), and the

total commitment amount must always be on the same page.

Primary Provider Name, Address, Phone











Name


Title


Signature


Date

Sub
-
Provider Name, Address, Phone











Name


Title


Signature


Date


















28

FORM B

Parkland Hea
lth & Hospital Systems

Sub
-
provider Monitoring System


COMMITMENT WORKSHEET



Contract #:






Assigned Goal %:



Prime Provider:



Total Contract Amount:





Sub
-
provider(s)

(List All)

W/MBE

Type

Of Work

Expiration Date

$ Amount or

% of Work

















































Sub
-
provider(s) contract or % of Work Totals



Total W/MBE Commitment Dollars of Contract:


Total W/MBE Commitment Percentage of Contract:








FORM C

Parkland Health & Hospital Systems

Sub
-
provider M
onitoring System


PROGRESS ASSESSMENT REPORT


Prime Provider






Original Contract Amount: $_______________Contract #:




RFP





Approved Supplemental Agreements: $_________________________


Date of Execution:



__________________











































Total Contract Amount: $____________



Type
W/MBE


Sub
-
provider

Category of
Work

Total Sub
-
provider
Amount

% Total
Contract
Amount

Amount Paid
This Period

Amount

Paid To Date

Subcontract
Balance Remaining










































Fill out Progress Assessment Report with each estimate submitted, for all subcontracts, sub
-
providers, and
forward as follows: Purchasing Dept.,
8435 N. Stemmons, Suite 920,
Dallas, TX 75247.

Submission of this report fo
r periods of W/MBE inactivity is required. This report is required throughout the
term of the contract unless Supplier has certified that no work would be subcontracted.



I hereby certify that the above is a true and correct statement of the amounts pai
d to the firms listed above.



Print Name
-
Company Official W/MBE Liaison






































Office


Signature

































Phone

































































Date
































Email address:


























30

SECTION 6


RFP Signature Page



VENDOR SIGNATURE: Signify acceptance and compliance to the requirements, terms, and
conditions of
RFP MS
-
2
382

by signing below.

Vendor
warrants that
Vendor
has examined and is familiar with the RFP and its terms and
conditions.

Vendor
warrants that it has the necessary experience, knowledge, abilities, skills, and
resources to satisfactorily finance and comple
te this project.

Vendor
certifies that the individual signing this document made part of the RFP is authorized
to sign such documents on behalf of the company and to bind the company in this project.







RFP MS
-
2382


COMPANY NAME:

Signature:


Date:


T
itle:























31


SECTION 7

SAMPLE


SERVICES AGREEMENT



This Services Agreement (“Agreement”) is made and entered into to be effective the ___ day of
_____, 20__, by and between the Dallas County Hospital District, a political subdivision of the Stat
e
of Texas, doing business as Parkland Health & Hospital System ("Parkland")

and ___________
(“Contractor”).


RECITALS


WHEREAS, Contractor is engaged in the business of _____________.


WHEREAS, Contractor desires to provide to Parkland and Parkland desire
s to obtain from
Contractor, those services described in Exhibit A hereto.


WHEREAS, the parties intend that Contractor shall be an independent contractor with
Parkland under this Agreement and not an employee of or partner or joint venture with Parkland.


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Parkland and Contractor (referred to herein as the “Parties”) enter
into this Agreement on the following terms and conditions:


1.

Contracto
r Responsibilities


1.1

Contractor shall provide the various services, information, reports and other
deliverables (collectively, “Services”) described in Exhibit A, pursuant to the terms and conditions of
this Agreement. Contractor shall perform all Services

in a professional and workmanlike manner
using only qualified personnel.


1.2


Except as otherwise provided by Exhibit A, Contractor shall provide all equipment
and other resources necessary for the timely performance of Services hereunder, and Contra
ctor
shall provide and supervise all personnel necessary for the timely performance of Services
hereunder.



1.3


Contractor shall report directly to _______, _____________________.


1.4


Contractor shall provide its Services hereunder in accordance wi
th the schedule set
forth at Exhibit A hereto. With respect to Contractor’s duties to perform services in accordance with
such schedule, time is of the essence.








32


1.5


Contractor warrants and represents that there are no agreements to which it is a
party w
hich would prevent its timely and complete performance of the terms and conditions of the
Agreement, and Contractor agrees not to enter into any such agreement during the pendency of
this Agreement. Contractor shall devote its best efforts to performing t
he Services required by and
in accordance with this Agreement.


1.6


Contractor, as well as its agents, representatives, and employees shall comply with all
Parkland rules, regulations, and guidelines then in effect when on
-
site at Parkland.


2.

Compensati
on


2.1


The full compensation payable to Contractor for all Services hereunder shall be
calculated in accordance with Exhibit A.


2.2


Contractor shall pay all applicable taxes related to the compensation payable
hereunder, and Parkland will not withhold

taxes for Contractor or Contractor’s employees.
Contractor agrees to indemnify and hold harmless Parkland as provided in section 7 hereof from
and against any and all liability arising from any failure of Contractor to pay or withhold any
applicable tax
when due.


2.3


Contractor shall pay all wages, insurance, and related employment costs and
benefits for Contractor’s employees who render Services related to this Agreement. Contractor
agrees to indemnify and hold harmless Parkland as provided in sectio
n 7 hereof from and against
any and all liability arising from any failure of Contractor to pay any wages or other employee
benefits when due.


3.

Termination


2.1

The term of this Agreement and/or the dates required for the provision of
Contractor’s Services
hereunder shall be as set forth in Exhibit A hereto; provided that Parkland
shall have the right and privilege of terminating this Agreement on thirty (30) calendar days prior
written notice to Contractor. The exercise of such right of termination shall b
e in Parkland’s sole
and absolute discretion without stating cause therefore and without further liability to Contractor,
except payment for services rendered. During the thirty (30) day notice period, Contractor may
perform services previously scheduled
for performance during the period, but it may not accelerate
performance.


4.

Proprietary Information and Non
-
Disclosure


4.1

Contractor acknowledges and agrees that this Agreement creates a relationship of
confidence and trust on the part of Contractor for th
e benefit of Parkland. During the term of this
Agreement, Contractor may acquire certain “Confidential Information” (as defined under section 4.2
hereof) from or regarding Parkland employees, agents and representatives or documents, or
otherwise as a resul
t of performing the Services of Contractor hereunder.


4.2

“Confidential Information” as used herein, shall mean and include, without limitation:


4.2.1

Any information concerning Parkland which is provided by Parkland to
Contractor, such as accounting and financial

data, product, marketing,
development, pricing and related business plans and budgets, and all of the
information and plans of Parkland which are not published.









33

4.2.2

All information of every kind and nature whatsoever concerning patients
including, without li
miting the generality of the foregoing, medical records.


4.3

Contractor acknowledges and agrees that all such Confidential Information is and
shall be deemed the sole, exclusive, confidential and proprietary property and trade secrets of
Parkland at all times

during the term of this Agreement and following any expiration of termination
hereof. Contractor agrees to hold in confidence without disclosing or otherwise using any
Confidential Information, except as such disclosure or use may be required in connecti
on with and
limited to the Services of Contractor hereunder.


4.4

Contractor acknowledges and agrees that Parkland would not have entered into this
Agreement unless Parkland were assured that all such Confidential Information would be held in
confidence by Con
tractor, in trust for the sole benefit of Parkland.


4.5

During the term of this Agreement, Contractor shall not improperly use or disclose
any proprietary information or trade secrets of any third party and will not bring on to the premises
of Parkland any un
published documents or any property belonging to any third party unless
consented to in writing by the third party.


4.6

Contractor’s obligation of confidentiality hereunder shall not apply to information that
(a) is already in Contractor’s possession without
an obligation of confidentiality, (b) is rightfully
disclosed to Contractor by a third party with no obligation of confidentiality, or (c) is required to be
disclosed by court or regulatory order, provided Contractor gives Parkland prompt notice of any
suc
h order.


4.7

Parkland shall have the perpetual and unrestricted right to use, copy, and
incorporate into other works all reports, materials, presentations and other work product prepared
by Contractor and delivered to Parkland.


4.8

Upon any termination or expira
tion of this Agreement, Contractor agrees to deliver to
Parkland any and all Confidential Information.


4.9

Contractor is providing these services solely for Parkland’s use and benefit.
Parkland will own all tangible written material or products delivered to
it under this Agreement,
except as follows: Contractor will own its working papers and pre
-
existing materials and any
general skills, know
-
how, processes, or other intellectual property (including a non
-
client specific
version of any deliverables) which m
ay have been discovered or created by Contractor as a result
of its provision of the services contemplated by this Agreement. Parkland will have a nonexclusive,
non
-
transferable license to use such materials included in the deliverables for its own use as

part of
such deliverables.


4.10

Contractor agrees not to make any written use of or reference to Parkland’s name for
any marketing, public relation, advertising, display or other business purpose or make any use of
Parkland’s facilities for any activity unr
elated to the express business purposes and interests of
Parkland under this Agreement, without the prior written consent of Parkland, which consent may
be withheld or granted in Parkland’s sole and absolute discretion.


4.11

Contractor acknowledges and agrees
that the remedy at law for the breach of
provisions of this section 4 may be inadequate and that Parkland may be entitled to injunctive relief
without bond, in addition to any other rights or remedies which Parkland may have for such breach.









34

4.12

Contractor ag
rees that the obligations, covenants and agreements of Contractor and
the rights of Parkland as set forth in this section 4 shall survive any termination or expiration of this
Agreement.


5.

Record Access and Disclosure


5.1

Contractor’s reports will be as des
cribed in Exhibit A.


5.2


Contractor shall maintain all necessary financial books and records according to
standard accounting principles in order to provide a full accounting of Contractor’s activities under
this Agreement. Contractor shall make such
books and records available upon reasonable notice
to Parkland or its agents for inspection and shall provide copies of such information to Parkland
upon receipt of a written request therefore.


5.3


Contractor shall comply with all laws, regulations and
ordinances now in effect or
hereafter adopted regarding the retention and availability of its books and records. Such
compliance shall include, without limitation, compliance with the provisions of Section 1861 (v) (1)
(I) of the Social Security Act as mo
re particularly provided under section 5.4 hereof.


5.4


For the purpose of implementing Section 1861 (v)(1)(I) of the Social Security Act, as
amended and any written regulations thereto, Contractor shall comply with the following statutory
requirement co
ncerning the maintenance of documentation to verify the cost of Services performed
under this Agreement.


5.4.1

Until the expiration of four (4) years after the furnishing of all Services
pursuant to this Agreement, Contractor will make available, upon written
r
equest of the Secretary of Health and Human Services, or upon request of
the Comptroller General of the United States, or any of their duly authorized
representatives, the Agreement, and books, documents and records of such
Contractor that are necessary to

certify the nature and extent of such costs,
and


5.4.2

If Contractor carries out any of the duties under this Agreement through a
subcontract, with a value or cost of $10,000 or more over a twelve
-
month
period, with a related organization (as that term is def
ined by regulation),
such subcontract shall contain a clause to the effect that until the expiration of
four years after the furnishing of such services pursuant to such subcontract,
the related organization shall make available, upon written request to an
y of
their duly authorized representatives, the subcontract, and books, documents
and records of such organization that are necessary to verify the nature and
extent of such costs.


5.5

Parkland and/or any third party contracted by Parkland shall have the unre
stricted
right to audit all data, documents, services, and deliverables related to this Agreement. Such
information shall be furnished to Parkland at a mutually convenient time within a reasonable time.
Should Parkland determine it reasonably necessary,
Contractor shall make all of its records, books
and documents reasonably related to this Agreement available to authorized Parkland personnel or
its designees, at reasonable times and within reasonable periods, for inspection or auditing
purposes or to sub
stantiate the provisions of services under this Agreement. This provision shall
survive the termination of this Agreement.











35

6.

Independent Contractor


6.1

It is mutually understood and agreed that Contractor and its employees at all times
shall be acting as

independent contractors and shall not be deemed employees of Parkland and
that this Agreement shall not be construed as creating a partnership or joint venture between
Contractor and Parkland.


6.1

Contractor agrees to enter into agreements with its employees

and independent
contractors by which Contractor’s employees and independent contractors acknowledge that they
are employees or independent contractors solely of Contractor and not Parkland and as such
Contractor shall bear full responsibility for performi
ng all duties and making all payments to and for
the benefit of such employees and independent contractors, including, without limitation,
withholding taxes and the provision of Workers’ Compensation insurance.


7.

Indemnification



7.1

Contractor shall indemn
ify and hold harmless Parkland and its affiliates and their
trustees, directors, officers, employees, and agents from and against any and all claims, actions,
suits, proceedings, costs, expenses, damages and liabilities arising out of the wrongful or negli
gent
acts or omissions of Contractor, its employees, and agents during the term hereof.
In particular,
Contractor acknowledges that Contractor's obligation to indemnify Parkland extends to any liability
arising out of any actual or alleged negligence by Co
ntractor in the delivery of any services under this
Agreement.
Contractor further agrees to hold Parkland harmless for all claims of injury to
Contractor’s employees including but not limited to medical and legal expenses. Should Parkland
be required to e
xpend any monies in connection with the above, Contractor hereby agrees to
reimburse and/or indemnify Parkland for any expenses associated with on
-
the
-
job injuries of
Contractor’s employees.
This provision shall survive termination or expiration of this A
greement.


8.

Insurance


8.1


During the term of this Agreement, Contractor shall, at its sole cost and expense,
procure and maintain such policies of comprehensive general liability, professional liability, and
workers compensation insurance to in
sure it and its employees against liability for damages directly
or indirectly related to the performance or non
-
performance of any services provided hereunder,
and the use of any Parkland property and facilities provided by Parkland in connection with thi
s
Agr
eement. Proof of such coverage

shall be provided by Contractor to Parkland upon Contractor's
receipt of written notice requesting such information.



9.


Incorporation of RFP


T
he terms of PHHS’

Request for

Proposal (“RFP ”)
to Acquire and Implemen
t a Common Asset
Tagging System including Passive and Active Tags Certification

dated

on or about
March 25,

2010

and any amendments thereto, if any, (collectively, “RFP”), and the terms of

Contractor's response
to the

RFP and amendments thereto, if any, (c
ollectively, “Proposal”), are incorporated into this
Agreement by this reference as if fully set forth in this Agreement except that any legal terms or
conditions supplied by Contractor, as well as any assumption or reservations made by

Contractor
shall be

of no effect. The parties are obligated to perform as set forth in the

RFP and the Proposal
to the same extent that they are obligated to perform the specific duties set forth in this Agreement.


In the event of any conflict between the specific provis
ions of this Agreement, the RFP, or the
Proposal, the conflict shall be resolved as follows: first, by giving priority to the specific provisions
of this Agreement; second, by giving priority to the specific provisions of the RFP; and third, by
giving pri
ority to the specific provisions of the Proposal.








36



10
.

Miscellaneous Provisions


9.1

Except as otherwise provided by Exhibit A, all meetings and conferences, the
provision of all required information to Contractor by Parkland and the interface of Parkland’s
and
Contractor’s personnel, shall take place at Parkland’s offices. Services performed at any of
Parkland’s facilities by Contractor shall be performed in accordance with all applicable Parkland
policies, rules and regulations, it being understood and agr
eed that the sole interest of Parkland is
to assure that the Services required by this Agreement shall be performed and rendered in a
competent, efficient and satisfactory manner.


9.2

Nothing contained in this Agreement shall be construed to permit assignment

by
either party of any right or obligation under this Agreement without the other party’s written consent
and such assignment is expressly prohibited and will be void.


9.3


All notices required to be served hereunder shall be in writing, postage prepaid
,
addressed to the Party to whom service is to be given, as hereinafter provided, and shall be served
upon the other either personally or by registered or certified mail. Service by registered or certified
mail, return receipt requested, shall be conclusi
vely deemed made seventy
-
two (72) hours after
deposit thereof in the United States mail as shown on the addressee’s certificate or registry receipt.
All notices or demands shall be given at the following addresses or such other addresses as either
Parklan
d of Contractor may from time to time designate by written notice given to the other Party as
hereinafter required.


If to Contrac
tor:


____________________


Attention:



_________________________

























































If

to Parkland:

Parkland Health & Hospital System





5201 Harry Hines Blvd.







Dallas, Texas 75235




Attention:



Vice President, Supply Chain Services






Copy to:

Parkland Health & Hospital System








5201 Harry Hines Boulevard







Dallas, Texas 75235







Att
ention
: General Counsel, Legal Affairs


9.4


Parkland and Contractor shall abide by all federal and state laws, regulations, rules
and ordinances relating to the sub
ject matter hereof.


9.5


Contractor shall not discriminate against any person because of race, creed, color,
national origin, religion, gender, veteran status, or handicap or as otherwise may be prohibited by
law.


9.6


This Agreement shall be governed
by and construed in accordance with the laws of
the State of Texas. Venue for any lawsuit to enforce or interpret this Agreement shall be in an
appropriate court located in Dallas County, Texas.


9.7


No provision of this Agreement may be waived, changed
, amended, modified, or the
termination or discharge thereof agreed to except by the mutual written agreement of Parkland and
Contractor.









37

9.8


This Agreement and the Exhibits hereto constitute and are intended to constitute the
final, entire, complete
and exclusive agreement between the Parties hereto pertaining to the subject
matter hereof. This Agreement and the Exhibits hereto expressly supersede any and all prior
written and oral agreements and understandings between the Parties hereto with respect

to the
subject matter hereof.


9.9

Contractor agrees to respect and maintain the confidentiality of all medical
information and any patient information which it may receive pursuant to the Agreement.
Contractor agrees that any such information received sh
all not be disclosed to any third party
without the written authorization of the patient and Parkland except as otherwise required by law.
Further, the Parties understand and agree that this Agreement may be subject to the Health
Insurance Portability and

Accountability Act of 1996 and the Privacy and Security Regulations, 45
C.F.R. Parts 160, 162 and 164 issued under said Act (“HIPAA”). The Parties agree to strictly
comply with HIPAA and to execute any documents that may be required by HIPAA. Failure of

Contractor to execute any documents concerning compliance with HIPAA and/or any other
applicable state or federal confidentiality laws, rules, regulations or administrative guidance when
requested by Parkland shall be a material breach of this Agreement a
nd will, at the option of
Parkland, permit Parkland to immediately terminate this Agreement. Parkland will determine, in its
sole discretion, whether the execution of such documents is necessary to comply with applicable
law.


9.10


Contractor represents
and warrants that all services provided comply with
applicable laws. Contractor represents and warrants to Parkland that (a) Contractor is not excluded
from any federal health care program, as defined under 42 USC Section 1320a
-
7b(f), for the
provision of
items or services for which payment may be made under a federal health care program;
(b)

no basis for exclusion from any health care program exists; (c)

Contractor has not arranged or
contracted (by employment or otherwise) with any employee, contractor, o
r agent that Contractor
knows or should know are excluded from participation in any federal health care program; and (d)
no final adverse action, as such term is defined under 42 USC Section 1320a
-
7e(g), has occurred
or is pending or threatened against Con
tractor or to Contractor's knowledge against any employee,
contractor or agent engaged to provide items or services under this Agreement (collectively
"Exclusions/Adverse Actions"). Contractor, during the term of the Agreement, shall notify Parkland
of any

Exclusions/Adverse Actions or any basis thereof within fifteen (15) days of its learning of any
such Exclusions/Adverse Actions or any basis thereof.


9.11


In accordance with the Deficit Reduction Act of 2005, (Pub. Law No. 109
-
171),
Parkland has adopte
d written policies and procedures on the False Claims Act, whistle
-
blower
provisions and the detection and prevention of fraud. Contractor represents and warrants that
Contractor’s business activities with Parkland and its employees will be conducted in a
ccordance
with these policies. Contractor agrees to review the Parkland policy on the False Claims Act and
the Parkland Code of Conduct & Ethics on
http://parklandhospital.com/compliance.html
. Qu
estions
should be directed to Parkland’s Compliance Department at (214) 590
-
1171. Contractor
acknowledges it has an affirmative duty to report any suspected or known fraudulent activity to the
Parkland Compliance Department.


9.12


Parkland is a politic
al subdivision of the State of Texas. Parkland shall have the
right, upon the failure of the governing body of Parkland and/or the Dallas County Commissioners
Court to appropriate finances to meet the terms and obligations herein, to terminate this Agreem
ent
as of the effective date of such lack of fiscal funding.


9.13


All cases, the language and all parts of this Agreement shall be construed simply,
according to their fair meaning and not strictly for or against either Party.









38

9.14


This Agreement shall

be binding on and inure to the benefit of the parties hereto
and their respective successors and assigns.



IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their
respective duly authorized representatives.


DALLAS C
OUNTY HOSPITAL DISTRICT






























CONTRACTOR

D/B/A PARKLAND HEALTH & HOSPITAL

SYSTEM


By:





______________________________

by: ____________________


Its:
_______________________________ Its: ____________________


Date:
___
__________________________ Date: __________________









39

SAMPLE


EXHIBIT A

To

Services Agreement

Between

Dallas County Hospital District d/b/a

Parkland Health & Hospital System

and

Contractor


1.

Contractor shall


1.1



2.

Parkland shall


2.1

Provide sufficien
t workspace for Contractor staff to perform their duties, and provide
necessary desk, chairs, telephones, and storage necessary for Contractor staff to perform duties
when Contractor is required by Parkland to be onsite at Parkland facilities when performi
ng the
Services.


3.

Additional Terms and Conditions


3.1

This Agreement will be effective as of _______, and, unless sooner terminated, will
continue in full force and effect until _________.


3.2

The Contractor agrees to instruct its personnel that salaries
and payment
arrangements between Contractor and its personnel are confidential and not to be discussed with
Parkland personnel.


3.3

Parkland shall have no liability except as specifically provided in this Agreement.


4.

Fees


4.1

In consideration of Contractor’s per
formance of the Services required herein,
Parkland shall pay to Contractor $______ per hour for approved Services. As a requirement to
receive such monies, Contractor will provide to Parkland at the end of each month, a detailed
invoice of all amounts due
to Contractor, plus a report identifying all services performed by
Contractor during such month all as more specifically set forth below. Parkland shall also
reimburse Contractor for
reasonable, actual
travel
-
related out
-
of
-
pocket expenses subject to all
Parkland pre
-
approval
requirements

and expense guidelines

for contractors
.

Contractor shall
comply with all Parkland expense guidelines.



4.2

Contractor agrees to submit complete, fully documented and accurate itemized
invoices, which shall include dates of

service, a brief description of the services provided, and
respective time (in hours and quarter hours) charged per date for Services. If Contractor has
incurred travel
-
related out
-
of
-
pocket expenses in rendering services under this Agreement,
Contractor

shall include such travel
-
related out
-
of
-
pocket expenses incurred, in the monthly invoice,
noting dates of expenditure, and a listing of the item(s) and the expenses incurred for each.









40

4.3

Within thirty (30) days of receipt and approval of invoice, Parkland
will pay Contractor
the agreed upon fee.


4.4

Contractor understands and agrees that all billings must be submitted to Parkland
within thirty (30) days of expiration or termination of the Agreement and any invoices and/or
expenses reports submitted thereafter
will not be honored or paid. Parkland must approve any
exceptions to this billing procedure in writing.


4.5

The maximum fee payable under this Agreement, inclusive of fees and expenses,
shall be $_____________.