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1401 Lakeside Drive, Oakland, Suite 907, California 94612 I:\purchcontrac\word\dictation\DictaRFP07.doc 1/10/01 Telephone (510) 208-9600 ! FAX (510) 208-9626 Printed on recycled paper General Services Agency Aki K. Nakao, Director Page 1 of 41 COUNTY OF ALAMEDA REQUEST FOR PROPOSAL NO. 004-1-0452 SPECIFICATIONS, TERMS & CONDITIONS For Digital Dictation System at Alameda County Medical Center (ACMC) BIDDERS CONFERENCE at 10:30 A.M. on January 19, 2001 RESPONSE DUE at 2:00 p.m. on January 31, 2001 at Alameda County, GSA-Purchasing 1401 Lakeside Drive, Suite 907 Oakland, CA 94612

General Services Agency...1401 Lakeside Drive, Oakland, Suite 907, California 94612 I:\purchcontrac\word\dictation\DictaRFP07.doc 1/10/01 Telephone (510) 208-9600 ! FAX (510) 208-9626

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1401 Lakeside Drive, Oakland, Suite 907, California 94612I:\purchcontrac\word\dictation\DictaRFP07.doc 1/10/01 Telephone (510) 208-9600 ! FAX (510) 208-9626

Printed on recycled paper

General Serv ices AgencyAki K. Nakao, Director

Page 1 of 41

COUNTY OF ALAMEDAREQUEST FOR PROPOSAL NO. 004-1-0452

SPECIFICATIONS, TERMS & CONDITIONSFor

Digital Dictation Systemat

Alameda County Medical Center (ACMC)

BIDDERS CONFERENCEat

10:30 A.M.on

January 19, 2001

RESPONSE DUEat

2:00 p.m.on

January 31, 2001at

Alameda County, GSA-Purchasing1401 Lakeside Drive, Suite 907

Oakland, CA 94612

Page 2 of 41

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COUNTY OF ALAMEDA

REQUEST FOR PROPOSAL NO. 004-1-0452

SPECIFICATIONS, TERMS & CONDITIONSfor

Digital Dictation Systemat

Alameda County Medical Center (ACMC)

TABLE OF CONTENTS

Page1. Intent.............................................................................................................12. Scope .........................................................................................................1-23. County Contacts ...........................................................................................24. Calendar of Events ....................................................................................2-35. Submittal of Bids..........................................................................................36. Term / Termination / Renewal..................................................................3-47. Pricing ..........................................................................................................48. Award ...........................................................................................................49. Method of Ordering ..................................................................................4-510. Invoicing.......................................................................................................511. Other Agencies.............................................................................................512. Liquidated Damages ....................................................................................513. Warranty and Remedies...............................................................................614. Funding Out Clause .....................................................................................715. ACMC Provisions...................................................................................7-1316. Specific Requirements ..........................................................................13-1617. Schedule of Work.......................................................................................1618. Response Format........................................................................................1619. Response Content..................................................................................17-1920. Evaluation Criteria ................................................................................20-21

ATTACHMENTS:

Exhibit A – Bid AcknowledgementExhibit B – Bid FormExhibit C – Certificate of InsuranceExhibit D – Request for Local PreferenceExhibit E – Sample Proposal Evaluation FormExhibit F – ReferencesExhibit G – Exception RequestExhibit H -- ACMC Standard Agreement

Specifications, Terms & Conditionsfor Digital Dictation System, Alameda County Medical Center

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1. INTENT

It is the intent of these specifications, terms and conditions to describe Alameda County MedicalCenter’s (ACMC) requirements for a digital dictation system. It is the intent to establish acontract between ACMC, a Public Hospital Authority, organized and existing under the laws ofthe State of California, and the successful bidder (Contractor). The contract shall be comprised ofthese specifications, terms and conditions, the successful Contractor’s proposal, any amendmentsthat are issued, and ACMC’s standard agreement signed by both parties. The standard agreementis attached (see Exhibit H) for review.

2. SCOPE

ACMC is a comprehensive system of care that encompasses three (3) hospital campuses(Highland, Eastmont, and Fairmont) and five (5) ambulatory care centers. As its core mission,ACMC provides an assured source of care for all County residents, regardless of ability to pay.

The purpose of the RFP is to solicit competitive bids for a digital dictation system for theHighland General Hospital (HGH) Radiology and Pathology Departments, Eastmont WellnessCenter, and Fairmont Hospital Campus (FACH) Radiology Department.

The successful Contractor shall be responsible for, but not limited to, the following items inrelation to this contract:

• Providing a digital dictation system designed to receive dictation via: 1) direct wireat a standard port station, 2) remote telephone, 3) digital-portable input device, 4)personal computer (PC) input device, 5) appropriate transcriptionist station, eitherlocal or remote.

• Providing a digital dictation system having multiple remote management terminals.• Security features should allow each department user to view his department’s own

files but not files of other departments.• Providing a proven record of accomplishment of support of digital dictation systems

within the Greater San Francisco Bay geographical area.• Capability of the equipment manufacturer to respond to service requests with locally

based technicians.• Capability of the digital dictation system to operate across the facility’s SMS

enterprise network, and within its own local area network, including fill support forremote users.

• Providing a digital dictation system that allows complete central management andprovides flexible security for multiple sites and multiple department installations.

• Providing a digital dictation system that allows transfer of data to other informationsystems.

Specifications, Terms & Conditionsfor Digital Dictation System, Alameda County Medical Center

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2. SCOPE (continued)

The hospital campuses are located at:

Highland General Hospital1411 East 31st StreetOakland, 94602

Eastmont Wellness Center6955 Foothill Blvd.Oakland, 94605

Fairmont Hospital Campus15400 Foothill Blvd.San Leandro, 94578

3. COUNTY CONTACTS

All questions regarding these specifications, terms and conditions are to be submitted in writing,preferably via e-mail, before 11:00 A.M. on January 18, 2001 to:

Alameda County, GSA-PurchasingAttention: Alan French, Buyer II1401 Lakeside Drive, Suite 907Oakland, CA 94612E-mail: [email protected]: 510-208-9611FAX: 510-208-9626

4. CALENDAR OF EVENTS

Event DateRequest Issued January 9, 2001Written Questions Due BEFORE 11:00 A.M. on January 18, 2001Bidders Conference/Site Visit January 19, 2001 at 10:30 A.M.Addendum Issued January 23, 2001Response Due BEFORE 2:00 p.m. on January 31, 2001Evaluation Period February 1, 2001 to February 27, 2001Board Letter Issued March 6, 2001Board Award Date March 23, 2001Contract Start Date April 1, 2001

Note: Award and start dates are approximate.

It is the responsibility of each bidder to be familiar with all of the specifications, terms andconditions and the site condition. By the submission of a bid, the bidder certifies that if awarded acontract they will make no claim against ACMC or the County of Alameda based upon ignoranceof conditions or misunderstanding of the specifications.

Attendance at the bidders conference is not mandatory. Failure to participate in the biddersconference will in no way relieve the successful bidder from furnishing materials and/or servicesrequired in accordance with these specifications, terms and conditions.

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4. CALENDAR OF EVENTS (continued)

Contact Alan French at the address listed above to reserve seats and get room assignment at thebidders conference. The conference will be held at:

Highland General Hospital1411 East 31st StreetOakland, CA 94602

5. SUBMITTAL OF BIDS

A. Sealed bids must be received at the Office of the Purchasing Agent of Alameda CountyBEFORE 2:00 p.m. on the due date specified above.

B. Bidders are to submit an original plus five (5) copies of their proposal. Original proposalis to be clearly marked and is to be either loose leaf or in a 3-ring binder, not bound.

C. Bids are to be addressed as follows:

RFP No. 004-1-0452Alameda County, GSA-PurchasingAttention: Alan French1401 Lakeside Drive, Suite 907Oakland, CA 94612

D. Bidder's name and return address must also appear on the package.

E. Bids will be received only at the address shown above, and prior to the time indicated.Any bid received at or after said time and/or date or at a place other than the stated addresscannot be considered and will be returned to the bidder unopened.

F. No telegraphic or facsimile bids will be considered.

G. All bids, whether delivered by an employee of the bidder, U.S. Postal Service, courier orpackage delivery service, must be received and time stamped at the stated address prior tothe time designated. The Purchasing Department's timestamp shall be considered theofficial timepiece for the purpose of establishing the actual receipt of bids.

6. TERM / TERMINATION / RENEWAL

A. The contract start date is estimated as April 1, 2001.

B. All aspects of the submitted proposal shall be firm for a minimum of one hundred eighty(180) days after the Response Due Date specified in this RFP.

Specifications, Terms & Conditionsfor Digital Dictation System, Alameda County Medical Center

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6. TERM / TERMINATION / RENEWAL (continued)

C. ACMC may terminate the contract at any time without written notice upon a materialbreach of contract by the Contractor.

D. By mutual agreement, the on-going support and maintenance provisions of this contractmay be extended for additional terms at agreed prices with terms and conditions remainingthe same.

7. PRICING

A. Prices quoted for equipment shall be firm for a minimum of one hundred eighty (180) daysafter the Response Due Date specified in this RFP.

B. Prices quoted for on-going support and maintenance agreements shall be firm for two (2)years after the end of the warranty period.

C. Unless otherwise stated, the vendor agrees that, in the event of a price decline, the benefitof such lower price shall be extended to ACMC.

C. All prices are to be F.O.B. destination. Any freight/delivery charges are to be included.

D. ACMC is soliciting a lump sum price for the digital dictation system listed herein. Theprice quoted shall be the total cost the ACMC shall pay for the digital dictation system(s)including tax and all other charges.

8. AWARD

A. Proposals will be evaluated by a committee comprised of representatives of variousACMC/County departments and will be ranked in accordance with the specificationsection entitled “Evaluation Criteria.”

B. The Committee will recommend award to the bidder who, in its judgement, has submittedthe proposal that best serves the overall interests of ACMC. Award may not necessarilybe made to the bidder who quoted the lowest price.

C. ACMC/County reserves the right to reject any or all responses and to waive informalitiesand minor irregularities in responses received.

9. METHOD OF ORDERING

A. After Board of Trustees’ approval, a standard agreement and written Purchase Order (PO)shall be issued to the Contractor.

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9. METHOD OF ORDERING (continued)

B. Standard agreement and PO shall be faxed, transmitted electronically, or mailed and shallbe the only authorization to the Contractor to place an order.

C. Standard agreement, PO and payments for products and services shall be issued to theContractor who is awarded a contract.

D. Successful Contractor shall adapt to changes to the method-of-ordering procedures asrequired by ACMC during the term of the contract.

10. INVOICING

A. Contractor shall invoice ACMC, unless otherwise advised, upon satisfactory delivery ofproduct and performance of services.

B. Payment for eighty percent (80%) of the price quoted will be made within forty-five(45) days following receipt of invoice and upon complete satisfactory receipt,installation, test and startup of the digital dictation system.

C. Payment for the remaining twenty percent (20%) of the price quoted will be made forty-five (45) days following verification of acceptable performance of the digital dictationsystem by the Director of Imaging of ACMC. Final verification of performance will beconducted thirty (30) days after startup. If performance is not acceptable, ACMC willnotify Contractor.

D. Invoices shall contain ACMC PO number, invoice number, remit-to address, itemizedproducts and/or services description, and price as quoted and shall be accompanied byacceptable proof of delivery.

E. Contractor shall utilize standardized invoice upon request.

F. Invoices shall be issued by, and payments made to, the Contractor who is awarded acontract.

G. Payments shall be issued to and invoices must be received from the same Contractorname as specified on the standard agreement and PO.

11. OTHER AGENCIES

Other tax supported agencies within the State of California who have not contracted for their ownrequirements may desire to participate in this contract. The Contractor will be requested toservice these agencies and will be given the opportunity to accept or reject the additionalrequirements. If the Contractor elects to supply other agencies, orders will be placed directly bythe agency and payments made directly by the agency.

12. LIQUIDATED DAMAGES

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A. After a schedule for delivery, installation and start up has been agreed to, a deduction forliquidated damages of $250.00 per day shall be assessed for not providing a DigitalDictation System as prescribed herein.

B. After installation has begun and the old system disabled, a deduction for liquidateddamages of $500.00 per day shall be assessed for not providing a Digital Dictation Systemas prescribed in section entitled "Specific Requirements," below.

C. To provide liquidated damages in the event of a system breakdown after the new system isup and running, a deduction of $500.00 per day shall be assessed for not providing aDigital Dictation System as prescribed in section entitled "Specific Requirements," below.

D. It being impracticable or extremely difficult to fix the actual damage, the amount set forthabove is hereby agreed upon as liquidated damages and will be deducted from any moneydue the Contractor under this contract. Should the amount of the damages exceed theamount due, the Contractor's sureties shall be liable for the excess.

13. WARRANTY AND REMEDIES

The Contractor will warrant the digital dictation system to perform as described. Remedies tocorrect performance failures shall be described.

Contractor expressly warrants that all goods and services to be furnished pursuantto this contract conform to the descriptions and specifications contained herein andin vendor catalogs, product brochures and other representations, depictions ormodels, and will be free from defects, of merchantable quality, good material andworkmanship. Contractor expressly warrants that all goods and services to befurnished pursuant to this contract will be fit and sufficient for purposes intended.This warranty shall survive any inspections, delivery, acceptance or payment byACMC. Contractor warrants that all work and services furnished hereunder shallbe guaranteed for a period of six (6) months from the date of acceptance byACMC.

The Contractor shall warrant that ACMC’s infrastructure will not require modification to acceptthe new digital dictation system. Infrastructure modification includes, but is not limited to,installing additional cabling for data or power. If infrastructure modification is required andcannot be performed by the Contractor, the modifications must be described in the proposal.

14. FUNDING OUT CLAUSE

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ACMC may, at its sole option, terminate this agreement at the end of any ACMC Fiscal Year, forreason of non-appropriation of funds. In such event, ACMC will give Contractor at least thirty(30) days written notice that such function will not be funded for the next fiscal period. In suchevent, ACMC will return any associated equipment to the Contractor in good working order,reasonable wear and tear expected.

15. ACMC PROVISIONS

A. Contractual Relationship: No relationship of employer and employee is created by thisAgreement, it being understood that Contractor shall act hereunder as an independentContractor; that Contractor, its officers and employees do not become employees ofACMC or the County of Alameda and shall not have any claim under this Agreement orotherwise against ACMC or the County of Alameda for seniority, vacation time,vacation pay, sick leave, personal time off, overtime, health insurance, medical care,hospital care, retirement benefits, Social Security, Workers' Compensation, disability orunemployment insurance benefits, civil service protection, or employee benefits of anykind. Contractor shall be solely liable for and obligated to pay directly all applicabletaxes, including, but not limited to, federal and state income taxes and Social Securitytaxes, and in connection therewith Contractor shall indemnify and hold ACMC and theCounty of Alameda harmless from any and all liability which ACMC or the County ofAlameda may incur because of Contractor’s failure to pay such taxes.

Contractor does, by this Agreement, agree to perform said work and functions at alltimes in strict accordance with currently approved methods and practices and that thesole interest of ACMC is to ensure that said service shall be performed and rendered ina competent, efficient, timely and satisfactory manner and in accordance with thestandards required by ACMC.

Notwithstanding the foregoing, if ACMC determines that pursuant to state and federallaw Contractor is an employee for purposes of income tax withholding, ACMC shallwithhold from the payments to Contractor hereunder federal and state income taxes andSocial Security taxes and pay said sums over to the federal and state governments.

B. Preference for Local Products and Vendors: A 5% preference shall be granted to AlamedaCounty Products or vendors on all sealed bids on contracts except with respect to thosecontracts which state law requires be granted to the lowest responsible bidder. AnAlameda County vendor is a firm or dealer with fixed offices or distribution points locatedin and having a street address within the County and which holds a valid business licenseissued by the County for a city within the County. Alameda County products are thosewhich are grown, mined, fabricated, manufactured, processed or produced within theCounty.

15. ACMC PROVISIONS (continued)

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C. Hold Harmless/Indemnification: To the fullest extent permitted by Law, Contractor shallhold harmless, defend and indemnify ACMC and the County of Alameda, theirrespective officers, employees and agents (collectively “Indemnitees”) from and againstany and all claims, losses, damages, liabilities or expenses, including reasonableattorney fees, incurred in the defense thereof, for the death or injury to any person orpersons (including employees of Contractor, ACMC or County of Alameda) or damageto any property or property right (including property or property right of Contractor,ACMC or County of Alameda) which arises out of or is any way connected with theperformance of this Agreement (collectively “Liabilities”) except where such Liabilitiesare proximately caused solely by the negligence or misconduct of any Indemnitee.

D. Insurance: Please refer to Exhibit C for the insurance requirements applicable to thisrequest.

E. Drug-Free Workplace: It is the policy of ACMC to maintain a drug-free workplace. Theunlawful manufacture, distribution, dispensation, possession and/or use of controlledsubstances in the workplace is prohibited. Controlled substances are those defined in 21USC Section 812 and include, but are not limited to, such substances as marijuana, heroin,cocaine and amphetamines. The workplace is presumed to include all ACMC facilitiesand premises where ACMC employees may visit in the execution of their job duties suchas homes, schools, hospitals, etc. All ACMC employees are required to comply with thispolicy as an essential condition of employment. Individuals who are not consideredACMC employees, but who perform work at ACMC worksites for ACMC’s benefit, arerequired to comply with this policy. Such individuals who unlawfully manufacture,distribute, dispense, possess or use controlled substances in the ACMC workplace may bebarred from further work for and in ACMC’s facilities as well as from futureconsideration.

F. Immigration Naturalization Service Requirements: In compliance with the ImmigrationReform and Control Act of 1986, Contractor shall require all persons in its employ toprovide the necessary documentation to establish identity and employment eligibility. TheOwner requires that all personnel employed be eligible for employment in the UnitedStates and have substantiated their eligibility with the Contractor.

G. Equal Employment Opportunity Practices Provisions: Contractor assures that he/she/itwill comply with Title VII of the Civil Rights Act of 1964 and that no person shall, on thegrounds of race, creed, color, disability, sex, sexual orientation, national origin, age,religion, Vietnam era Veteran’s status, political affiliation, or any other non-merit factor,be excluded from participation in, be denied the benefits of, or be otherwise subjected todiscrimination under this contract.

15. ACMC PROVISIONS (continued)

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1. Contractor shall, in all solicitations or advertisements for applicants foremployment placed as a result of this contract, state that it is an “Equal OpportunityEmployer” or that all qualified applicants will receive consideration foremployment without regard to their race, creed, color, disability, sex, sexualorientation, national origin, age, religion, Vietnam era Veteran’s status, politicalaffiliation, or any other non-merit factor.

2. Contractor shall, if requested to so do by ACMC, certify that it has not, in theperformance of this contract, discriminated against applicants or employeesbecause of their race, creed, color, disability, sex, sexual orientation, nationalorigin, age, religion, Vietnam era Veteran’s status, political affiliation, or any othernon-merit factor.

3. If requested to do so by ACMC, Contractor shall provide ACMC with access tocopies of all of its records pertaining or relating to its employment practices, exceptto the extent such records or portions of such records are confidential or privilegedunder state or federal law.

4. Contractor shall recruit vigorously and encourage minority- and women-ownedbusinesses to bid its subcontracts.

5. Nothing contained in this contract shall be construed in any manner so as torequire or permit any act which is prohibited by law.

6. Contractor shall include the provisions set forth in paragraphs numbered 1through 5 (above) in each of its subcontracts.

H. Independent Contractor Status: Contractor hereby agrees that it is engaged as anindependent contractor and not as an agent or employee of ACMC or the County; that ithas and retains the right to exercise control and supervision of the work and full controlover the employment, direction, compensation and discharge of all persons assisting in thework; that it will be solely responsible for wages, including withholding of income taxes,social security taxes and preparation and filing of IRS Form 1099 for each individualfurnished to ACMC under this contract, workers' compensation premiums, compliancewith OSHA and all employment-related regulations relating to its employees; and that itwill be responsible for its own acts and those of its subordinates, employees and agentsduring the term of this contract. Contractor agrees that as an independent contractor it issolely responsible for all federal, state and local taxes. Contractor further agrees that itsofficers and employees do not become employees of ACMC or the County, nor are theyentitled to any ACMC or County employee benefits as a result of the execution of thiscontract.

15. ACMC PROVISIONS (continued)

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I. Conflict of Interest: No officer, member or employee of ACMC and no member of itsgoverning bodies shall have any pecuniary interest, direct or indirect, in this contract or theproceeds thereof. No Contractor nor member of Contractor's family shall serve on anyACMC board, committee, or hold any such position which either by rule, practice oraction nominates, recommends, supervises Contractor's operations, or authorizes fundingto Contractor.

J. Confidentiality: Confidential information is defined as all information disclosed toContractor which relates to ACMC’s past, present and future activities, as well as activitiesunder this agreement. Contractor will hold all such information in trust and confidence.Upon cancellation or expiration of this Contract, Contractor will return to ACMC allwritten or descriptive materials which contain any such confidential information.

K. Use of ACMC Property: Contractor shall not use ACMC premises, property (includingequipment, instruments or supplies) or personnel for any purpose other than in theperformance of its obligations under this contract.

L. Alameda County Medical Center: The responsibilities, functions, objectives and terms ofagreement, including financial arrangements and charges of each such outside resource,shall be delineated in writing and signed by an authorized representative of ACMC and theperson or the agency providing the service. The agreement shall specify that ACMCretains professional and administrative responsibility for the services rendered. Theoutside resource, when acting as a consultant, shall appraise the administrator ofrecommendations, plans for implementation and continuing assessment through dated andsigned reports which shall be retained by the administrator for follow-up action andevaluation of performance.

Tuberculosis: Contractor shall provide ACMC yearly with acceptable proof of Mantouxskin test for tuberculosis or chest x-ray (14 x 17) for all personnel providing on-siteservices at ACMC. Initial proof shall be provided prior to the provision of service.Acceptable proof shall be a statement signed by a physician of a negative Mantoux test ora signed negative chest x-ray. Contractor or any employees of Contractor who convertfrom a negative Mantoux test to a positive test must provide a signed physician’s statementindicating they are free from the presence of infectious disease.

Rubella and Rubeola Immunity: Prior to assignment, the Contractor shall provideacceptable proof of rubella and rubeola immunity and other immunities as may be requiredby law for all individuals who will be providing on-site services at ACMC. Acceptableproof of immunity (positive titer and/or vaccination) shall be a signed statement from anofficial health provider or a signed health certificate such as for marriage or internationaltravel.

15. ACMC PROVISIONS (continued)

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Administrative Responsibilities: Consistent with Title 22, California AdministrativeCode, Section 70713, ACMC retains professional and administrative responsibility forservices rendered under this Agreement. ACMC’s retention of these responsibilitiesshall not alter or modify, in any way the hold harmless, indemnification, insurance orindependent contractor provisions set forth herein.

M. Access To Records: Until the expiration of five (5) years after the furnishing of anyservices, Contractor shall make available, upon written request, to ACMC or to thefederal/state/county government, or any of their duly authorized representatives, thisAgreement, and such books, documents and records of Contractor that are necessary tocertify the nature and extent of the reasonable cost of services to ACMC. If Contractorenters into an ACMC approved agreement with any related organization to provideservices with a value or cost of $10,000 or more over a twelve-month period, suchagreement shall contain a clause to the effect that until the expiration of five years afterthe furnishing of services pursuant to such subcontract, the related organization shallmake available, upon written request, to ACMC or to the federal/state/countygovernment, or any of their duly authorized representatives, the subcontract, and books,documents and records of such organization that are necessary to verify the nature andextent of the services and costs. This paragraph shall be of no force and effect whenand if it is not required by law, or if modified by law, such modification will supersedethis clause. ACMC shall have access to Contractor's financial records for purposes ofaudit. Such records shall be complete and available for audit 90 days after finalpayment hereunder and shall be retained and available for audit purposes for five yearsafter final payment hereunder.

N. Conformity with Law, Standards and Safety:1. Contractor shall observe and comply with all applicable laws, ordinances, codes

and regulations of governmental agencies, including federal, state, municipal, andlocal governing bodies, having jurisdiction over the scope of services or any parthereof, including the Joint Commission on Accreditation of HealthcareOrganizations standards for compliance and accreditation, State Department ofHealth requirements, as set forth in California Code of Regulations, Title 22, and allprovisions of the Occupational Safety and Health Act of 1979 and all amendmentsthereto, and all applicable federal, state, municipal, and local safety regulations.Contractor shall furnish services that permit ACMC to comply with all applicableHealthCare Financing Administration (HCFA) conditions of participation andstandards of contracted services. All services performed by Contractor must be inaccordance with these laws, ordinances, codes and regulations. Contractor shallindemnify and hold ACMC harmless from any and all liability, fines, penalties andconsequences from any noncompliance or violations of such laws, ordinances,codes and regulations.

15. ACMC PROVISIONS (continued)

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2. ACMC is committed to monitoring performance and continually improving thequality of care delivered. Contractor, and any of its subcontractors and employees,shall cooperate with and, as necessary, actively participate in the ACMCperformance improvement process. This shall include participation on performanceimprovement teams and/or committees, cooperation with sentinel eventinvestigations, participation and/or cooperation in disease and case managementprograms. Contractor will additionally participate in preparation for surveys and/oraudit by accrediting or regulatory agencies and any plan(s) or correction that mayfollow.

Accidents: If a death, serious personal injury or substantial property damage occursin connection with the performance of this Agreement, Contractor shallimmediately notify ACMC and the Alameda County Administrator, RiskManager’s Office, and the Alameda County Contracting Officer, Health CareServices Agency Director, by telephone. Contractor shall promptly submit toACMC, the Alameda County Risk Manager and the Alameda CountyContracting Officer a written report, in such form as may be required by ACMC ofall accidents which occur in connection with this Agreement. This report mustinclude the following information: (1) name and address of the injured or deceasedperson(s); (2) name and address of Contractor’s subcontractor, if any; (3) name andaddress of Contractor’s liability insurance carrier; and (4) a detailed description ofaccident and whether any of ACMC’s equipment, tools, material, or staff wereinvolved.

O. Travel Expenses: Contractor shall not be allowed or paid travel expenses unless set forthin this Agreement.

P. Work Products and Inventions: ACMC shall have a royalty-free, exclusive, andirrevocable license to reproduce, publish and use all original computer programs, writings,sound recordings, pictorial reproductions, drawings and other works of similar naturesproduced in the course of or under this Agreement; and Contractor shall not publish anysuch material without prior written consent of ACMC.

Q. Assignment of Contract: Nothing contained in this Agreement shall be construed topermit assignment or transfer by Contractor of any rights or delegation of any duties underthis Agreement and such assignment, transfer or delegation of duties is expresslyprohibited and void unless otherwise approved in writing by ACMC.

15. ACMC PROVISIONS (continued)

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R. Subcontracting: None of the work to be performed by Contractor shall be subcontractedwithout the prior written consent of ACMC. Contractor shall be as fully responsible toACMC for the acts and omissions of any subcontractors, and of persons either directly orindirectly employed by them, as Contractor is for the acts and omissions of personsdirectly employed by Contractor.

16. SPECIFIC REQUIREMENTS

Contractor shall be responsible for supplying a digital dictation system as per thesespecifications, terms and conditions.

A. Contractor shall provide a digital dictation system with system architecture that shallinclude, but is not limited to, the following:• Application shall operate in a Windows NT environment allowing the user to

simultaneously run other applications.• Capability to provide up to sixty-four (64) simultaneous input/output activities

within one (1) recorder.• A redundant disk controller.• Ability to provide for additional redundant disk controllers.• Uninterruptible Power Supply (UPS).• Capability to automatically reboot in the event of a system crash.• To allow the two (2) phone servers to continue to function if the main server is

inoperable for any reason, saving the voice files to the local disk. Capability to,when the main server goes back on line, for all the files to automatically be uploadedto the main server and the database to be updated, eliminating any down time on thepart of the physicians. If a phone server(s) is inoperable, system shall have twelve(12) lines available on an alternative server.

• A seamless operation between the dictation system and ACMC’s SMS enterprisesystem.

• Ability of system to tolerate the failure of a single disk drive without loss of data.• Ability of storage system to remain operational in the event of the failure of a single

disk drive.• Fully redundant storage of voice and data files.• Provides up to sixty-four (64) scaleable ports per server.• Allows multiple clients simultaneous access.

B. Contractor shall provide a digital dictation system with database software thatincludes, but is not limited to, the following:• Supporting accessing statistical data in user-defined format in order to prepare

reports and save for retrieval later.• Automated maintenance.

16. SPECIFIC REQUIREMENTS (continued)

Specifications, Terms & Conditionsfor Digital Dictation System, Alameda County Medical Center

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• Centralized management of administering distributed databases.

C. Contractor shall provide a digital dictation system with user interface for dictation andlisten access including, but not limited to, the following:• Allowance for an unlimited number of user profiles that are easily and quickly

personalized for specific users.• Allowance for the same user ID to be used at multiple sites.• Allowance for the administrator to permit dictators to bypass voice prompts on an

individual or group basis.• Allowance for the segregation of work completed by multiple users with the same

ID number, based on location.• Providing dictators the ability to prioritize their work before, during and after

dictation. This shall be accomplished with a simple keypad command.• Providing sufficient security, on a per-user basis to prevent unauthorized access to

charts for review and edit functions.• Capability to, while in review mode, provide multiple-filter criteria, including site,

worktype, etc. to restrict user access.• The ability to enable/disable tones/prompts.• Selectable prompt repeat.• Capability to leave reports open for future completion.• Capability to intercept, edit, or cancel dictation before transcription.• Providing job verification data such as job number, patient identification, worktype,

etc., by touching on command.• Providing listen access control by any criteria customizable on an individual basis.• Providing listen partitioning by site or department.• Providing listen only profiles.

D. Contractor shall provide a digital dictation system with user interface fortranscription including, but not limited to, the following:• Automatic mechanism to route completed jobs.• Routing criteria to route jobs by dictator-designated priority assignment, by critical

age, or by manual assignment.• Ability for supervisor to assign priority work to specific transcriptionists.• Fully functional remote transcription using phone access or transferring voice files

to the remote client via modem dialup or internet connection.• Off-line remote transcription package that allows batch imports into the system.• Programmable headers including job length/length remaining in the beginning,

middle and/or after job.• Capability to skip jobs.• Ability to enable/disable skip jobs per transcriptionist.

16. SPECIFIC REQUIREMENTS (continued)

Specifications, Terms & Conditionsfor Digital Dictation System, Alameda County Medical Center

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• Ability to interrupt jobs.

E. Contractor shall provide a digital dictation system with user interface for supervisorand administrative functions, to include, but not limited to, the following:• Supervisor software package modular in design and that allows for multiple copies

of each module to operate simultaneously.• Configurable supervisor profile.• Capability to allow job data to be edited from the supervisor workstation.• Ability to restrict transcriptionists as to what they can and cannot access on the

management software.• Ability to restrict individual user to specific report types, at specific sites or

facilities.• Provide an audit trail.• Provide the ability to designate report(s) priority directly from the report screen.• Provide software module with ability to run on transcriptionist’s PC while

simultaneously transcribing.• Provide the processing requirements of various report turnaround-time goals.

F. Contractor shall provide a digital dictation system with dictate and transcribe stationsincluding, but not limited to, the following:• Ability to support a variety of input devices, including handheld devices, telephones

and PC’s.• Allow the transcriptionist to edit job information from their transcribe station using

keypad or memory keys.• With a telephone-style headset, hand-held microphone, and/or hands free

microphone.• With a user-adjustable foot control.• With programmable functions keys.

• Capability for “hands-free” dictation.• Capability to utilize bar codes to input both routing and medical-record-number

information to facilitate patient identification.

G. Contractor shall provide implementation support including, but not limited to, thefollowing:

• Install and support all equipment necessary to make the system perform tospecification.

• Department supervisors shall be supplied with operation manuals.• All services not included in the lump-sum price, but which could conceivably

be required, shall be itemized in Exhibit B.

16. SPECIFIC REQUIREMENTS (continued)

Specifications, Terms & Conditionsfor Digital Dictation System, Alameda County Medical Center

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• On-site training shall be provided to dictation-system users. The proposal shouldspecify training-course topics, schedule and location (if not on-site).

• Provide an Application Training Specialist who shall coordinate all trainingactivity. The department supervisors shall meet with the ApplicationTraining Specialist to determine when individual and/or group training shallbe administered. The Application Training Specialist shall work with thedepartment supervisors to determine training dates.

• At a minimum, train the following two (2) groups:• Group 1-shall be comprised of approximately ten (10) to twelve (12)

Radiologists and Pathologists.• Group 2- shall be comprised of the Transcription manager and a

minimum of two (2) transcriptionists.

H. Contractor shall provide a digital dictation system designed to include, but not belimited to, the following:• Voice storage of reports.• Listen access to reports, both pre- and post-transcription.• Complete touch-tone control for all user functions.• Integrate seamlessly with the existing ACMC SMS network.• Remote or local PC-based transcribe client applications.

I. Contractor personnel shall perform services under the direction of the ACMC ChiefExecutive Officer (CEO) or designee.

17. SCHEDULE OF WORK

A. Phase I – Installation at Highland shall commence on or about April 2, 2001.

B. Phase II – Installation at Fairmont Hospital and Eastmont Wellness Center shallcommence on or about April 16, 2001.

C. Completion of Installation with all components at all locations shall be April 30, 2001.

D. This schedule may be modified by mutual agreement between Contractor and ACMC.

18. RESPONSE FORMAT

A. Proposals are to be straightforward, clear, concise and specific to the informationrequested.

B. In order for bids to be considered complete, bidders must provide all informationrequested.

19. RESPONSE CONTENT

Specifications, Terms & Conditionsfor Digital Dictation System, Alameda County Medical Center

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A. Title Page: Show RFP number and title, company name and address, federal taxidentification number, name of the contact person, telephone number and proposal date.

B. Table of Contents: Include a clear identification of the material by section and pagenumber.

C. Letter of Transmittal: Describe the approach to the project – in one or two pages stateyour understanding of the work to be done and make a positive commitment to performthe work as specified. Make a statement that accepts all conditions and requirementscontained in this RFP (Exhibit G can be used for indicating exceptions which areconditions or requirements that the bidder does not accept.) The letter should be signedby an officer of the organization who is authorized to engage, and will be responsiblefor, the contract.

D. Proposals are to address all requirements specified in this RFP in at least one of thesections listed in "Evaluation Criteria" below and are to follow in the sequence listed.

E. Proposals should include:

1. Executive Summary

A synopsis of the Proposal and overall benefits of the Proposal to ACMC. Thissynopsis should not exceed three pages in length and should be easy tounderstand.

2. Description of the Proposed equipment/system:

A description of the proposed equipment/system, as it will be finally configuredduring the term of the contract. The description shall specify how the proposedequipment/system will meet or exceed the requirements of ACMC and shallexplain any advantages that this proposed equipment/system would have overother possible equipment/systems. The description shall include any disadvan-tages or limitations of which ACMC should be aware in evaluating the Pro-posal. Each specific requirement that is not met by the proposed systems shouldbe listed. Finally, the description shall describe all product warranties andremedies provided by the Contractor.

3. Implementation schedule and plan.

Provide a detailed schedule that shows how the deadlines in section 17.SCHEDULE OF WORK will be met.

19. RESPONSE CONTENT (continued)

Specifications, Terms & Conditionsfor Digital Dictation System, Alameda County Medical Center

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The plan shall contain a base price for implementation services including theirscheduled start and completion dates, the number of the Contractor’s and ACMCpersonnel involved, and the number of hours scheduled for such personnel. Thebase price for implementation services should be included, not in addition to, inthe lump sum quoted (Exhibit B) for an installed system.

The plan shall describe the training program:• On-site training that is included with purchase.• Off-site training that is included with purchase.• Any training that is not included with purchase. (Provide pricing

for such training in Exhibit B.)• Describe visual support materials to assist users in gaining

system-operation skills. It is suggested that sample materials beincluded in the proposal.

4. Description of the Proposed Services

Describe the terms and conditions of services to be provided during the contractterm, including response times. The description shall: (1) specify how theservices in the proposal will meet or exceed the requirements of ACMC; (2)explain any special resources, procedures or approaches that make the services ofthe Contractor particularly advantageous to ACMC; and (3) identify any limita-tions or restrictions of the Contractor in providing the Services of which ACMCshould be aware in evaluating the Proposal.

• Describe training offerings that are available after the implementationphase.

• Describe help-desk support programs, as well as on-line or web-basedprograms.

• Maintenance: Provide terms and conditions of the warranty and post-warranty maintenance agreements. Remedies to correct performancefailures shall be described.

• Describe the software-upgrade policy.• Identify spare or replacement parts that may be required in

performing maintenance services, the anticipated location(s) of suchspare parts, and how quickly such parts shall be available for repairs.

5. Qualifications information: Provide, 1) a short history of the organization’srecent accomplishments, 2) résumés of key personnel that will be assigned to theproject.

19. RESPONSE CONTENT (continued)

Specifications, Terms & Conditionsfor Digital Dictation System, Alameda County Medical Center

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Suggested résumé information includes: (1) the person’s relationship with theContractor, including job title and years of employment with the Contractor; (2)the role that the person will play in connection with the Proposal; (3) address,telephone, and e-mail address; (4) educational background; (5) relevantaccomplishments and experience; and (6) relevant awards, certificates or otherachievements.

A complete client list for dictation systems is recommended. It could be foreither the entire United States or the Northern California region.

6. Evidence of Insurance (per Exhibit C)

Certificates of Insurance from a reputable insurer evidencing all coveragesrequired.

F. Proposals should make a clear delineation of:

• What hardware items, software items and other items will be delivered.• What infrastructure items are assumed to be provided by ACMC. These are

typically hardware and software that interfaces with the dictation system.• What items can be traded in for allowance against the purchase price.• What specific requirements are not being met by the proposal.

G. Other Submittals/Exhibits

• Exhibit A, Acknowledgement, signed.• Exhibit B, Bid Form, completed and signed.• Exhibit C, Certificate(s) of Insurance.• Exhibit D, Request for Preference for Local Products and Vendors, completed

and signed (if applicable).• Exhibit E, Proposal Evaluation form. This need not be submitted.• Exhibit F, References, completed.• Exhibit G, Exceptions Form [optional], completed and signed.• Exhibit H, ACMC Standard agreement. This need not be submitted at this

time. A revised version with terms and conditions of this project willbe provided to the selected Contractor.

Specifications, Terms & Conditionsfor Digital Dictation System, Alameda County Medical Center

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20. EVALUATION CRITERIA

The basic information that each section should contain is specified below. These specificationsshould be considered as minimum requirements. Much of the information to present acomprehensive proposal can be placed into one of the sections listed. However, if relevantinformation needs to be presented to further support the bidder's case, other appropriatesections may be added.

A. Completeness of Response .............................................................Pass/Fail

Responses to this proposal must be complete. Proposals that fail to address all of therequirements of this RFP will be considered incomplete, be rated fail on theCompleteness Criterion and will receive no further consideration.

B. Financial Stability...........................................................................Pass/Fail

The financial stability of bidders will be evaluated to determine their fiscal capability toprovide the products and services proposed. The County of Alameda prefers to use Dun &Bradstreet ratings to assess the financial stability of bidders. Provide one of the following:

Dun & Bradstreet ratingAudited financial statements for the past three (3) years; orCompany’s most recent Form 10-K

C. Vendor's Understanding and Approach to the Project

This criterion concerns the overall task as the bidder sees it. The bidder’s understandingof ACMC’s environment is evaluated and their approach to providing the equipmentand support to meet ACMC’s needs is judged.

D. System Solution

This criterion evaluates whether the functionality of the proposed system meets therequirements. It also evaluates other unspecified features and their purported benefits.Finally, the quality and reliability of the proposed system are evaluated.

E. Vendor Support

This section evaluates the bidder’s proposal to implement the system and provideneeded on-going support and maintenance. The merits of the warranty will be evaluatedin this section.

Specifications, Terms & Conditionsfor Digital Dictation System, Alameda County Medical Center

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20. EVALUATION CRITERIA (continued)

F. Experience

This criterion section evaluates the bidder’s depth of experience in providing similarproducts and services.

G. References

Respondents are to provide a reference list of five recent clients. References should havesimilar volume and requirements to those outlined in these specifications, terms andconditions.

Reference information is to include:

• Company/Agency name• Contact person (name and title), contact person is to be someone directly

involved with the services, not an accounts receivable or finance person.• Complete street address• Telephone number• Type of business• Dates of service

The ACMC/County may contact some or all of the references provided in order to judgethe functionality of the proposed system and the bidders' performance record on projectssimilar to that described in this request. The ACMC/County reserves the right tocontact references other than those provided in the response and to use the informationgained from them in the evaluation process.

H. Price

ACMC is soliciting a lump sum price for the digital dictation system(s) described herein.The price quoted shall be the total cost ACMC shall pay for the digital dictation system(s)including tax and all other charges. The bidder is invited to quote a trade-in allowance forACMC’s existing dictation system. It is a VDI Voicetech system.

To compare prices among bidders, the totals will be compared, including purchase ofsystem, net of any trade-in allowance, and two years of post-warranty maintenance.

The bidder shall quote pricing for optional equipment and accessories and for labor toperform services not included as part of the system for which the lump sum is quoted.

Page 24 of 41Exhibit A-Bid Acknowledgement

RFP No. 004-1-0452for

Digital Dictation System,Alameda County Medical Center (ACMC)

Alameda County Medical Center (ACMC) is soliciting bids from qualified vendors to furnish its requirements per the specifications, terms and conditions contained in theabove referenced RFP number. This Bid Acknowledgement must be completed, signed by a responsible officer or employee, dated and submitted with the bid response.Obligations assumed by such signature must be fulfilled.1. Preparation of bids: (a) All prices and notations must be printed in ink or typewritten. No erasures permitted. Errors may be crossed out and corrections printed in

ink or typewritten adjacent and must be initialed in ink by person signing bid. (b) Quote price as specified in RFP. No alterations or changes or any kind shall bepermitted to Exhibit B, Bid Form. Responses that do not comply shall be subject to rejection in total.

2. Failure to bid: If you are not submitting a bid but want to remain on the mailing list and receive future bids, complete, sign and return this BidAcknowledgement and state the reason you are not bidding.

3. Taxes and freight charges: (a) Unless otherwise required and specified in the RFP, the prices quoted herein do not include Sales, Use or other taxes. (b) Nocharge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or for any other purpose, except taxes legallypayable by Alameda County Medical Center (ACMC), will be paid by the ACMC unless expressly included and itemized in the bid. (c) Amount paid fortransportation of property to ACMC is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show theconsignee as ACMC, as such papers may be accepted by the carrier as proof of the exempt character of the shipment. (d) Articles sold to the ACMC are exemptfrom certain Federal excise taxes. ACMC will furnish an exemption certificate.

4. Award: (a) Unless otherwise specified by the bidder or the RFP gives notice of an all-or-none award, the ACMC may accept any item or group of items of anybid. (b) Bids are subject to acceptance at any time within thirty (30) days of opening, unless otherwise specified in the RFP. (c) A valid, written purchaseorder mailed, or otherwise furnished, to the successful bidder within the time for acceptance specified results in a binding contract without further action byeither party. The contract shall be interpreted, construed and given effect in all respects according to the laws of the State of California.

5. Patent indemnity: Vendors who do business with ACMC shall hold ACMC, its officers, agents and employees, harmless from liability of an nature or kind,including cost and expenses, for infringement or use of any patent, copyright or other proprietary right, secret process, patented or unpatented invention, articleor appliance furnished or used in connection with the contract or purchase order.

6. Samples: Samples of items, when required, shall be furnished free of expense to ACMC and if not destroyed by test may upon request (made when the sampleis furnished), be returned at the bidder’s expense.

7. Rights and remedies of ACMC for default: (a) In the event any item furnished by vendor in the performance of the contract or purchase order should fail toconform to the specifications therefore or to the sample submitted by vendor with its bid, ACMC may reject the same, and it shall thereupon become the duty ofvendor to reclaim and remove the same forthwith, without expense to ACMC, and immediately to replace all such rejected items with others conforming to suchspecifications or samples; provided that should vendor fail, neglect or refuse so to do ACMC shall thereupon have the right purchase in the open market, in lieuthereof, a corresponding quantity of any such items and to deduct from any moneys due or that may there after come due to vendor the difference between theprices named in the contract or purchase order and the actual cost thereof to ACMC. In the event that vendor fails to make prompt delivery as specified for anyitem, the same conditions as to the rights of ACMC to purchase in the open market and to reimbursement set forth above shall apply, except when delivery isdelayed by fire, strike, freight embargo, or Act of God or the government. (b)Cost of inspection or deliveries or offers for delivery, which do not meetspecifications, will be borne by the vendor. (c) The rights and remedies of ACMC provided above shall not be exclusive and are in addition to any other rightsand remedies provided by law or under the contract.

8. Discounts: (a) Terms of less than ten (10) days for cash discount will considered as net. (b) In connection with any discount offered, time will be computedfrom date of complete, satisfactory delivery of the supplies, equipment or services specified in the RFP, or from date correct invoices are received by ACMC atthe billing address specified, if the latter date is later than the date of delivery. Payment is deemed to be made, for the purpose of earning the discount, on thedate of mailing ACMC warrant check.

9. California Government Code Section 4552: In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it willassign to the purchasing body 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) orunder the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases ofgoods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the timethe purchasing body tenders final payment to the bidder.

10. No guarantee or warranty: ACMC makes no guarantee or warranty as to the condition, completeness or safety of any material or equipment that may betraded in on this order.

THE undersigned acknowledges receipt of above referenced RFP and/or Addenda and offers and agrees to furnish the articles and/or services specified onbehalf of the vendor indicated below, in accordance with the specifications, terms and conditions of this RFP and Bid Acknowledgement.

Firm:

Address:

State/Zip

By:_______________ ________________________________________________ Date____________ Phone_____________________

Printed Name Signed Above:_______________________________________________________________________________________

Title:__________________________________________________________________________________________________________

Company:

Page 25 of 41

EXHIBIT B

ALAMEDA COUNTYRFP No. 004-1-0452

ForDIGITAL DICTATION EQUIPMENT,

ALAMEDA COUNTY MEDICAL CENTER (ACMC)

BID FORM

DESCRIPTION UNITUNITCOST

Complete Digital Dictation System, including all hardware,software, installation, training and one-year warranty.

Each

Trade-in allowance for ACMC’s VDI Voicetech system EachNet price for complete Digital Dictation System Each

Post-warranty maintenance agreement. Include coverage andconditions. Year 1.

Year

Post-warranty maintenance agreement. Include coverage andconditions. Year 2.

Year

Hand microphone (additional or replacement units) Each

Provide pricing below for items not included in the system, above, such as out-of-warranty service or enhancement additions. If quoting time and materials, discusshow materials are priced on a separate sheet.

Specify unit,such as

each/lot/perhour/per day

Company:

EXHIBIT C

Page 26 of 41Insurance Requirements for Construction, Vendors, Lease Agreements

Contractor: You are required to provide evidence of insurance shown for the category selected below. Please providea copy of this form to your Insurance Agent(s).

This section for Alameda County Medical Center/Alameda County use only" Special Services, Vendors, Maintenance-Under $10,000 & minimal exposure to risk of loss

- No Insurance Required" Construction, Maintenance, Other Vendors (no employees) - Use Category A

♦ Construction, Maintenance, Other Vendors (w/employees) Use Category B

" Lease Agreements-Use Category C

" Miscellaneous Agreements-Use of Premises, Right of Way, etc. (Contact Risk Management)

CATEGORY A MINIMUMREQUIREMENTS (No Employees)

CATEGORY B MINIMUMREQUIREMENTS

Commercial General LiabilityMinimum Limit $1,000,000 CSLProducts/Completed OperationsUnderground, Explosion andCollapse ("X,C,U") as applicable forprojects involving undergroundconstruction (2)

Blanket ContractualOwner’s & Contractor’s ProtectiveAdditional Insured Endorsement

Automobile LiabilityMinimum Limit $1,000,000 CSL(1)

Any Auto or Non-owned or Hired

Commercial General LiabilityMinimum Limit $1,000,000 CSLProducts/Completed OperationsUnderground, Explosion andCollapse ("X,C,U") as applicable forprojects involving undergroundconstruction (2)

Blanket ContractualOwner’s & Contractor’s ProtectiveAdditional Insured Endorsement

Automobile LiabilityMinimum Limit $1,000,000 CSL(1)

Any Auto or Non-owned or Hired

Workers’ Compensation Statutory or $1,000,000 Employers’ Liability Min. $100,000

CATEGORY C MINIMUMREQUIREMENTS

(Lease of County Premise Only)

MISCELLANEOUS REQUIREMENTS(May apply to any category)

Contact Risk Management for Assistance

Commercial General LiabilityMinimum Limit $1,000,000 CSLAdditional Insured EndorsementBlanket ContractualGaragekeepers Liability(3), withMinimum Limit $1,000,000 CSL

" All Risk Builder’s Risk (4)$ _____________

" Performance Bond $ ___________________

" Construction Bond $ ___________________

" Other $______________________________

Workers’ CompensationStatutory or $1,000,000Employers’ Liability Min. $100,000

Form CV01-00

Company:

Page 27 of 41

Exhibit C page 2

Additional Requirements and/or Conditions

1. If contractor (1) is providing transportation services (e.g. transporting goods or hauling), $1,000,000 automobile liability and anadditional insured endorsement is required. This requirement is automatic if the transportation condition applies.

2. If Contractor(2) is required to excavate, use explosives or dig underground then “Underground, Explosion and Collapse” Coverage ("X,C,U") is required.

3. Required(3) if lessee has parking facilities.

4. All Risk Builders’ Risk Coverage(4) is required in the construction, remodel, and/or renovation, of any building or structure.Deductibles over $5,000 are subject to approval.

5. All Insurance Certificates showing proof of insurance must include a 30-day notice of Cancellation. (Except PersonalAutomobile may show a minimum of 10 days).

6. Additional Insured Endorsement shall name Alameda County, its Board of Supervisors, officers, agents employees andAlameda County Medical Center*, its Board of Trustees, officers, agents and employees as Additional Insureds with respectto services being provided. Additional

insured endorsement shall be equivalent to ISO form CG 20 09 10 93.

*Certificates of insurance may indicate: “County of Alameda and Alameda County Medical Center as Additional Insured”. This is acceptable providedthat the actual endorsement to the policy is worded correctly. This is also encouraged if you have contracts with other Alameda County Medical CenterDepartments.

7. Commercial General Liability coverage shall be equivalent to ISO form CG 01 01 96.

8. All Commercial General Liability policies must include Personal Injury coverage.

9. Commercial/Business Automobile Liability shall be equivalent to ISO form CA 00 01 06 92

10. Contractors that hire vehicles or have employees or volunteers that use their personal vehicles shall provide non-owned andhired automobile liability coverage.

11. For Contracts over $25,000 insurance companies shall have a minimum Best Rating of A- VII or subject to approval by RiskManagement. Risk Management must review all contracts over $100,000.

12. If Contractor is self-insured for any of the required coverages, Contractor must submit evidence satisfactory to the County ofContractor’s financial ability to respond to losses or claims for each self-insured coverage. Governmental Agencies mayprovide a letter of self-insurance.

13. Contractors are responsible for payment of all insurance deductibles.

14. Contractor’s insurance must be primary to any other insurance available to the Alameda County Medical Center with respect toany claim arising out of this contract or agreement.

Address Certificate of Insurance to:

Alameda County Medical CenterMaterials Management Division1411 East 31St StreetOakland, CA 94602

Attention: Denise Rodrigues

Form CV01A-00

Company:

Page 28 of 41

EXHIBIT D

ALAMEDA COUNTYRFP No. 004-1-0452

ForDIGITAL DICTATION EQUIPMENT,

ALAMEDA COUNTY MEDICAL CENTER (ACMC)

REQUEST FOR PREFERENCEfor

LOCAL PRODUCTS AND VENDORS

IF YOU WOULD LIKE TO REQUEST THE LOCAL PREFERENCECOMPLETE THIS FORM AND RETURN IT WITH YOUR BID

A five-percent (5%) preference shall be granted to Alameda County products or vendors on all sealedbids on contracts except with respect to those contracts which State law requires be granted to the lowestresponsible bidder. An Alameda County vendor is a firm or dealer with fixed offices or distributionpoints located in and having a street address within the County and which holds a valid business licenseissued by the County or a city with the County. Alameda County products are those which are grown,mined, fabricated, manufactured, processed or produced within the County.

Company Name:

Street Address:

Telephone Number:

Business License Number:

The Undersigned declares that the foregoing information is true and correct:

Print/Type Name:

Title:

Signature:

Date:

Company:

Page 29 of 41

EXHIBIT E

ALAMEDA COUNTYRFP No. 004-1-0452

ForDIGITAL DICTATION EQUIPMENT,

ALAMEDA COUNTY MEDICAL CENTER (ACMC)

PROPOSAL EVALUATION FORMComplete vendor name and return with RFP response

Vendor Name:

Evaluated By:

Completeness of Response Pass/Fail

Financial Stability Pass/Fail

Weight + Rating * = Points

A. Vendor’s Understanding and Approach to Project

B. System Solution

C. Vendor Support

D. Experience

E. References

D. Price

Sub-Total

Plus 5% Local Preference

Evaluation Total

* 5 = Excellent 2 = Fair4 = Above Average 1 = Poor3 = Average

Company:

Page 30 of 41

EXHIBIT FALAMEDA COUNTY

RFQ No. 004-1-0452Page 1 of 2

ForDIGITAL DICTATION EQUIPMENT

ALAMEDA COUNTY MEDICAL CENTER (ACMC)

REFERENCESRespondents are to provide a list of five (5) recent clients in the area provided below. References shallbe provided as required per the RFP specifications, terms and conditions. References should havesimilar volume and requirements to those outlined in these specifications, terms and conditions.

ACMC/County may contact some or all of the references provided in order to determine the bidder’sperformance record on work similar to that described in this request. ACMC/County reserves theright to contact references other than those provided in the response and to use the information gainedfrom them in the evaluation process.

Company Name:Address:City, State, Zip Code:Contact Person/Title:Telephone Number:Type of Business:Dates of Service:

Company Name:Address:City, State, Zip Code:Contact Person/Title:Telephone Number:Type of Business:Dates of Service:

Company Name:Address:City, State, Zip Code:Contact Person/Title:Telephone Number:Type of Business:Dates of Service:

Company:

Page 31 of 41

Exhibit FALAMEDA COUNTY

RFP No. 004-1-0452Page 2 of 2

ForDIGITAL DICTATION EQUIPMENT,

ALAMEDA COUNTY MEDICAL CENTER (ACMC)

REFERENCES

Company Name:Address:City, State, Zip Code:Contact Person/Title:Telephone Number:Type of Business:Dates of Service:

Company Name:Address:City, State, Zip Code:Contact Person/Title:Telephone Number:Type of Business:Dates of Service:

Company:

Page 32 of 41

EXHIBIT GALAMEDA COUNTY

RFP No. 004-1-0452for

Digital Dictation Systemat

Alameda County Medical Center (ACMC)

EXCEPTIONS

List below all requests for exceptions to RFP specifications, terms and conditions, if any, and submitwith your bid response. ACMC will only acknowledge exceptions submitted on this Exhibit.

Reference To:ItemNo.

PageNo.

ParagraphNo.

Description

Contractor:

Company:

Page 33 of 41

EXHIBIT HALAMEDA COUNTY MEDICAL CENTER

STANDARD AGREEMENT

THIS AGREEMENT is made and entered into this day of , 2001 by and between theAlameda County Medical Center, a Public Hospital Authority organized and existing under the laws of theState of California, hereinafter called the "ACMC", and ____________, hereafter called the "Contractor".

WITNESSETH: That the Contractor for and in consideration of the covenants, conditions, agreements, andstipulations of the ACMC hereinafter expressed, does hereby agree to furnish the ACMC services andmaterials, as follows, and/or as described on exhibits attached to and incorporated herein.

Contractor shall furnish services as described in EXHIBIT A of this Agreement. Contractor shall at alltimes during the term of the Contract with the ACMC maintain in force those insurance policies as designatedin the attached EXHIBIT C and will comply with all those requirements as stated herein.

CONTRACT PERIOD will be from __________ through __________.

COMPENSATION: ACMC agrees to pay Contractor for services performed hereunder as specified inEXHIBIT B.

The total amount paid by ACMC to Contractor under this Agreement shall not exceed the sum of$________.

ADDITIONAL PROVISIONS attached hereto constitute a part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first abovewritten.

CONTRACTOR ALAMEDA COUNTY MEDICAL CENTERA PUBLIC HOSPITAL AUTHORITY

______________________________________ BY___________________________________Contractor Name Roger A. Peeks, M.D.

Interim Chief Executive Officer

______________________________________ ______________________________________Street Address Date

______________________________________City, State, Zip Code

Phone Number: ( ) ________________

Tax I.D. Number: _________________

____________________________________(Date)

Company:

Page 34 of 41

ADDITIONAL PROVISIONS

1. CONTRACTUAL RELATIONSHIPNo relationship of employer and employee is created by this Agreement, it being understood thatContractor shall act hereunder as an independent contractor; that Contractor, its officers andemployees do not become employees of ACMC or the County of Alameda and shall not have anyclaim under this Agreement or otherwise against ACMC or the County of Alameda for seniority,vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care,hospital care, retirement benefits, Social Security, Workers' Compensation, disability or unemploymentinsurance benefits, civil service protection, or employee benefits of any kind. Contractor shall besolely liable for and obligated to pay directly all applicable taxes, including, but not limited to, federaland state income taxes and Social Security taxes, and in connection therewith Contractor shallindemnify and hold ACMC and the County of Alameda harmless from any and all liability whichACMC or the County of Alameda may incur because of Contractor’s failure to pay such taxes.

Contractor does, by this Agreement, agree to perform said work and functions at all times in strictaccordance with currently approved methods and practices and that the sole interest of ACMC is toensure that said service shall be performed and rendered in a competent, efficient, timely andsatisfactory manner and in accordance with the standards required by ACMC.

Notwithstanding the foregoing, if ACMC determines that pursuant to state and federal law Contractoris an employee for purposes of income tax withholding, ACMC shall withhold from the payments toContractor hereunder federal and state income taxes and Social Security taxes and pay said sums overto the federal and state governments.

2. HOLD HARMLESS/INDEMNIFICATIONTo the fullest extent permitted by Law, Contractor shall hold harmless, defend and indemnify ACMCand the County of Alameda, their respective officers, employees and agents (collectively“Indemnitees”) from and against any and all claims, losses, damages, liabilities or expenses, includingreasonable attorney fees, incurred in the defense thereof, for the death or injury to any person orpersons (including employees of Contractor, ACMC or County of Alameda) or damage to anyproperty or property right (including property or property right of Contractor, ACMC or County ofAlameda) which arises out of or is any way connected with the performance of this Agreement(collectively “Liabilities”) except where such Liabilities are proximately caused solely by thenegligence or misconduct of any Indemnitee.

3. INSURANCEContractor shall at all times during the term of this Agreement with ACMC maintain in force thoseinsurance policies as designated in the attached Exhibit C, “Insurance Requirements for ProfessionalServices Contracts”, and will comply with its applicable “Additional Requirements and/orConditions”.

Page 35 of 414. WORKERS' COMPENSATION

Contractor shall provide Workers' Compensation insurance at Contractor’s own cost and expenseand further, neither Contractor nor its carrier shall be entitled to recover any costs, settlements, orexpenses of Workers' Compensation claims arising out of this Agreement.

5. CONFORMITY WITH LAW, STANDARDS AND SAFETYa. Contractor shall observe and comply with all applicable laws, ordinances, codes and regulations

of governmental agencies, including federal, state, municipal, and local governing bodies, havingjurisdiction over the scope of services or any part hereof, including the Joint Commission onAccreditation of Healthcare Organizations standards for compliance and accreditation, StateDepartment of Health requirements, as set forth in California Code of Regulations, Title 22, andall provisions of the Occupational Safety and Health Act of 1979 and all amendments thereto,and all applicable federal, state, municipal, and local safety regulations. Contractor shall furnishservices that permit ACMC to comply with all applicable Health Care Financing Administration(HCFA) conditions of participation and standards of contracted services. All services performedby Contractor must be in accordance with these laws, ordinances, codes and regulations.Contractor shall indemnify and hold ACMC harmless from any and all liability, fines, penaltiesand consequences from any noncompliance or violations of such laws, ordinances, codes andregulations.

b. ACMC is committed to monitoring performance and continually improving the quality of caredelivered. Contractor, and any of its subcontractors and employees, shall cooperate with and, asnecessary, actively participate in the ACMC performance improvement process. This shallinclude participation on performance improvement teams and/or committees, cooperation withsentinel event investigations, participation and/or cooperation in disease and case managementprograms. Contractor will additionally participate in preparation for surveys and/or audits byaccrediting or regulatory agencies and any plan(s) of correction which may follow.

c. Accidents: If a death, serious personal injury or substantial property damage occurs inconnection with the performance of this Agreement, Contractor shall immediately notifyACMC and the Alameda County Administrator, Risk Manager's Office, and the AlamedaCounty Contracting Officer, Health Care Services Agency Director, by telephone. Contractorshall promptly submit to ACMC, the Alameda County Risk Manager and the Alameda CountyContracting Officer a written report, in such form as may be required by ACMC of all accidentswhich occur in connection with this Agreement. This report must include the followinginformation: (1) name and address of the injured or deceased person(s); (2) name and address ofContractor’s subcontractor, if any; (3) name and address of Contractor’s liability insurancecarrier; and (4) a detailed description of accident and whether any of ACMC’s equipment, tools,material, or staff were involved.

6. PAYMENTa. Payment to Contractor will be made only upon presentation of proper claim by Contractor

subject to the approval of ACMC.

Page 36 of 41b. Contractor agrees that ACMC may at its sole option withhold twenty percent (20%) of the

funds awarded under this Agreement until such time as all goods and services are received in amanner and form acceptable to ACMC.

7. TRAVEL EXPENSESContractor shall not be allowed or paid travel expenses unless set forth in this Agreement.

8. WORK PRODUCTS AND INVENTIONSACMC shall have a royalty-free, exclusive, and irrevocable license to reproduce, publish and use alloriginal computer programs, writings, sound recordings, pictorial reproductions, drawings and otherworks of similar natures produced in the course of or under this Agreement; and Contractor shall notpublish any such material without prior written consent of ACMC.

9. CONFIDENTIALITY OF INFORMATIONConfidential information is defined as all information disclosed to Contractor which is protected fromunauthorized disclosure under applicable law. Contractor will hold all such information in trust andconfidence. Upon cancellation or expiration of this Agreement, Contractor will return to ACMC allwritten or descriptive matter which contain any such confidential information.

10. CONFLICT OF INTERESTNo officer, member, or employee of ACMC and no member of their governing bodies shall have anypecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. No Contractor norany member of Contractor’s family shall serve on any ACMC board, committee, or hold any suchposition which either by rule, practice or action nominates, recommends, supervises Contractor’soperations, or authorizes funding to Contractor.

11. USE OF ACMC PROPERTYContractor shall not use ACMC premises or property (including equipment, instruments andsupplies) or personnel for any purpose other than in the performance of his/her obligations under thisAgreement.

12. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONSContractor assures that he/she/it will comply with Title VII of the Civil Rights Act of 1964 and thatno person shall, on the grounds of race, creed, color, disability, sex, sexual orientation, national origin,age, religion, Vietnam era Veteran’s status, political affiliation, or any other non-merit factor, beexcluded from participation in, be denied the benefits of, or be otherwise subjected to discriminationunder this contract.a. Contractor shall, in all solicitations or advertisements for applicants for employment placed as a

result of this contract, state that it is an “Equal Opportunity Employer” or that all qualifiedapplicants will receive consideration for employment without regard to their race, creed, color,disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran’s status,political affiliation, or any other non-merit factor.

Page 37 of 41b. Contractor shall, if requested to so do by ACMC, certify that it has not, in the performance of

this contract, discriminated against applicants or employees because of their race, creed, color,disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran’s status,political affiliation, or any other non-merit factor.

c. If requested to do so by ACMC, Contractor shall provide ACMC with access to copies of all ofits records pertaining or relating to its employment practices, except to the extent such records orportions of such records are confidential or privileged under state and federal law.

d. Contractor shall recruit vigorously and encourage minority- and women-owned businesses tobid its subcontracts.

e. Nothing contained in this contract shall be construed in any manner so as to require or permit anyact which is prohibited by law.

f. Contractor shall include the provisions set forth in paragraphs numbered 12.a. through 12.e.(above) in each of its subcontracts.

13. ASSIGNMENT OF CONTRACTNothing contained in this Agreement shall be construed to permit assignment or transfer byContractor of any rights or delegation of any duties under this Agreement and such assignment,transfer or delegation of duties is expressly prohibited and void unless otherwise approved in writingby ACMC.

14. SUBCONTRACTINGNone of the work to be performed by Contractor shall be subcontracted without the prior writtenconsent of ACMC. Contractor shall be as fully responsible to ACMC for the acts and omissions ofany subcontractors, and of persons either directly or indirectly employed by them, as Contractor is forthe acts and omissions of persons directly employed by Contractor.

15. DRUG-FREE WORKPLACEContractor and Contractor’s employees shall comply with ACMC’s policy of maintaining adrug-free workplace. Neither Contractor nor Contractor’s employees shall unlawfully manufacture,distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code Section 812,including marijuana, heroin, cocaine, and amphetamines, at any ACMC facility or work site. IfContractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drugstatute violation occurring at an ACMC facility or work site, the Contractor, within five daysthereafter, shall notify the head of the ACMC department for which the contract services areperformed. Violation of this provision shall constitute a material breach of this Agreement.

16. ACCESS TO RECORDSUntil the expiration of five years after the furnishing of any services pursuant to this Agreement,Contractor shall make available, upon written request, to ACMC or to the federal/state/countygovernment, or any of their duly authorized representatives, this Agreement, and such books,documents and records of Contractor that are necessary to certify the nature and extent of thereasonable cost of services to ACMC. If Contractor enters into an ACMC approved agreement withany related organization to provide services pursuant to this Agreement with a value or cost of $10,000

Page 38 of 41or more over a twelve-month period, such agreement shall contain a clause to the effect that until theexpiration of five years after the furnishing of services pursuant to such subcontract, the relatedorganization shall make available, upon written request, to ACMC or to the federal/state/countygovernment, or any of their duly authorized representatives, the subcontract, and books, documentsand records of such organization that are necessary to verify the nature and extent of the services andcosts. This paragraph shall be of no force and effect when and if it is not required by law, or ifmodified by law, such modification will supersede this clause. ACMC shall have access toContractor’s financial records for purposes of audit. Such records shall be complete and available foraudit 90 days after final payment hereunder and shall be retained and available for audit purposes forfive years after final payment hereunder.

17. EMPLOYMENT ELIGIBILITYPersons providing services under this Agreement will be required to provide ACMC the necessarydocumentation to establish identity and employment eligibility as required by the Immigration Reformand Control Act of 1986. Contractor shall ensure that its employees providing services under thisAgreement are eligible for employment as required by the Immigration Reform and Control Act of1986. Failure to provide the necessary documentation will result in the termination of the contract asrequired by the Immigration Reform and Control Act of 1986.

18. RUBELLA AND RUBEOLA IMMUNITYContractor shall provide ACMC acceptable proof of rubella and rubeola immunity and otherimmunities as may be required by law for all individuals providing on site service at ACMC prior totheir providing services under this Agreement. Acceptable proof of immunity (positive titer and/orvaccination) shall be a signed statement from an official health provider or a signed health certificatesuch as for marriage or international travel.

19. TUBERCULOSISContractor shall provide ACMC yearly acceptable proof of Mantoux skin test for tuberculosis orchest x-ray (14 x 17) for all personnel providing on site services at ACMC under this Agreement.Initial proof shall be provided prior to the provision of service. Acceptable proof shall be a statementsigned by a physician of a negative Mantoux test or a signed negative chest x-ray. Contractor or anyemployees of Contractor who convert from a negative Mantoux test to a positive test must provide asigned physician's statement indicating they are free from the presence of infectious disease.

20. ADMINISTRATIVE RESPONSIBILITIESConsistent with Title 22, California Administrative Code, Section 70713, ACMC retains professionaland administrative responsibility for services rendered under this Agreement. ACMC’s retention ofthese responsibilities shall not alter or modify in any way the hold harmless, indemnification, insuranceor independent contractor provisions set forth herein.

21. TIME OF ESSENCETime is of the essence in each and all the provisions of this Agreement.

Page 39 of 4122. TERMINATION

Either party may terminate this Agreement with or without cause by providing THIRTY (30) days'notice, in writing, to the other party. With the exception of provisions 1, 2, 5, 8, 9, and 16, upon theexpiration of said notice, this Agreement shall become of no further force or effect whatsoever andeach of the parties hereto shall be relieved and discharged herefrom. ACMC may terminate at anytime without notice upon a material breach of the terms of this Agreement and/or in the event thatACMC determines that Contractor=s performance is substandard or unsatisfactory.

23. COMPLETE AGREEMENTThis Agreement supersedes any and all other agreements, either oral or written, between the partieshereto and contains all the covenants and agreements between the parties with respect to the renderingof such services under this Agreement. Each party to this Agreement acknowledges that norepresentations, inducements, promises, agreements, orally or otherwise, have been made by any party,or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement,statement, or promise not contained in this Agreement shall be valid and binding. No alteration orvariation of the terms of this Agreement shall be valid unless made in writing and signed by the partieshereto.

24. NOTICESAll notices to the parties under the terms of this Agreement shall be sent to:

Alameda County Medical Center15400 Foothill Blvd.San Leandro, CA 94578Attention: Chief Financial Officer

Contractor NameStreet AddressCity, State and Zip Code

Page 40 of 41

Exhibit A

Definition Of Services

Name of Contractor

I. Services to be Provided

II. Schedule of Services

III. Reporting Relationships

Page 41 of 41

Exhibit B

Terms and Conditions for Payment

Name of Contractor

1. ACMC will pay Contractor $___________ per hour, per month, upon submission of a completedstatement for each month four week period (quadri-weekly) that services are performed pursuant tothis Agreement and certified by _________________ or designee.

2. Payment under the terms of this Agreement will not exceed the total amount of $___________ for theperiod of the contract.

3. The term of this Agreement is _____________through _______________.

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General Serv ices AgencyAki K. Nakao, Director

ADDENDUM No.1REQUEST FOR PROPOSAL No. 004-1-0452

ForJanuary 25, 2001

Digital Dictation SystemAt

Alameda County Medical Center (ACMC)

Answers to written and oral questions submitted and discussed at theBidders Conference held at Highland General Hospital on

January 19, 2001___________________________________________________________________________________

1. In order to determine the costs associated for the RFP, I will need to know what your objectivesare regarding the size of the system. i.e.:

Q. # of ports active immediately at each campus. How many simultaneous dictatorsoccurring at each site would help to determine this quotient?

A. There are forty-eight (48) ports expandable for sixty-four (64) ports active in the nearfuture. There are eleven (11) dictators at Highland Radiology & Pathology, one (1)at Eastmont, and one (1) at Fairmont.

Q. # of dictate stations at each campus and department, as well as how many of whichare to be hands-free and or need to be equipped with bar-code reading devices?

A. There are seven (7) dictate stations with bar code readers at Highland Radiology andfour (4) dictating stations at Highland Pathology which are hands-free. There is one (1)at Fairmont with a bar-code reader and one (1) at Eastmont with a bar-code reader.

Q. # of portable dictate devices?

A. Zero (0).

Q. # of transcribe stations at each campus, and are these transcriptionists on a LAN, WAN,or off site dialing into the present system?

A. There are two (2) transcribe stations at Highland Radiology; there is one (1) transcribestation at Highland Pathology; there is one (1) transcribe station at Fairmont; andthere are two (2) transcribers off-site. Fairmont and Eastmont are on the WAN alongwith Highland.

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Q. I believe that a portion of the dictation is flowing to outsource and will that outsourcingstill take place?

A. Yes, outsourcing will still take place.

Q. # of hours expected for voice storage?

A. Five hundred (500) hours.

Q. What percentage of consecutive outsourcing is needed?

A. There are two (2) dial in lines for outsourcing and two (2) persons doing outsourcetranscribing. Forty-five percent (45% ) of transcription is outsourced and fifty-fivepercent (55%) done in-house.

2. Is the present VDI Voice Tech System supporting all three (3) facilities? If not, what facility is itsupporting? What type of system are the other two facilities using for dictation—tapes, digitaland what vendor?

A. Yes it is. The vendor is VDI and it is all digital.

3. Are bar-codes currently being scanned to identify patients at all three (3) facilities? If not, whatfacilities are using bar-codes, and what facilities are not?

A. Yes.

4. Are bar-codes currently being scanned to identify specific readings within the radiology andpathology departments at all three facilities? If not, what facilities are using bar-codes, and whatfacilities are not?

A. Yes.

5. How many dictate stations are needed for:

• Highland General Hospital – seven (7) stations are needed for the Radiology Departmentwith bar-code readers and four (4) are needed for the Pathology Department that arehands-free.

• Eastmont Wellness Center – one (1) station is needed. Bar-code is required.

• Fairmont Hospital Campus – one (1) station is needed. Bar-code is required.

6. What types of reports are dictated at the Eastmont Wellness Center?

A. They are no different than any other reports that are dictated here at Highland orFairmont. These are Radiology reports only.

Q. The type of reports that are dictated, is it all radiology inpatient and outpatient?

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A. It is all radiology and all outpatient.

7. Will any dictation occur via a telephone?

A. No. It is done via telephone line, but not via telephone.

8. How many telephone lines will you require?

A. Probably about twelve (12) or fifteen (15) lines.

Q. How many lines are needed for dictation?

A. At least twelve (12) lines.

Q. Will doctors need to get into the system for review?

A. Yes, and one line is designated for review.

9. Are both the Pathology and Radiology Departments at Highland General Hospital and FairmontHospital Campus being considered for the new system? If not, please itemize the departmentsusing the system at each facility.

A. No. Fairmont does not have a Pathology Department. Highland will have itsRadiology and Pathology Departments using the new system; Fairmont will have itsRadiology Department using it; the Eastmont Wellness center will use the new systemas well.

10. How many minutes of dictation are generated daily for all three (3) facilities?

A. Approximately twelve hundred (1200) minutes.

11. How much voice storage will be required for all three (3) facilities?

A. About five hundred (500) hours.

12. Where will transcription occur? Will it be centralized in one (1) location, or occurring at allthree (3) facilities?

A. Transcription occurs at Fairmont, here at Highland, and also occurs at outsidesources. Those are the two (2) off-sites.

Q. So two (2) facilities will be all transcription?

A. Correct.

Q. And they are the outside/off-site sources?

A. Correct.

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13. How many transcription stations will be required?

A. Six (6) will be required.

14. How many transcriptionists will be required to transcribe simultaneously, both on-site and off-site?

A. Usually it is all six (6). See question 15. below.

15. How many of the transcriptionist(s) are off-site, and how many are located in-house? Where arethey located?

A. Two (2) are off-site in their homes in Walnut Creek and Clayton in Contra CostaCounty. Four (4) will be required in-house. Two (2) are at Highland Radiology, one(1) is at Highland Pathology, and one (1) is at Fairmont.

16. How are the off-site transcriptionist(s) currently accessing the existing dictation system—standard telephone line, DSL, ISDN?

A. Standard telephone line.

17. Are the transcriptionists transcribing within the SMS system, or another word processingprogram? Please specify all types of word processing programs that are currently being used forall reports dictated into the system.

A. SMS system.

Q: They are actually keying into SMS software?

A. Correct. They access this via a network connection.

Q. And so there are no other word processor programs?

A. Correct.

Q. Are the two (2) off-sites typing into SMS?

A. Yes.

Q. So they are utilizing two (2) telephone lines while typing?

A. Correct.

Q. Are there other word processing programs?

A. There is no other word processing programs.

18. Will demographics be required to download from the dictation system into the existing wordprocessing system(s)?

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A. No. However, it would be nice for future expansion and capability.

19. When asking for an off-line transcription package that allows batch imports into thesystem, is that referring to batch imports of dictation down to the transcriptionist’s PC?

A. Yes, that is what is referred to, but it is not required. It is optional for futureexpansion.

Q. In specifications that ask for batch import. Will you need to import batch data to thesystem?

A. No. However, it would be nice to have that capability.

Q. Is that specification requested with the new system and you currently do not havecapability?

A. Yes.

Q. That is not a requirement of the new system to batch?

A. No, it is not a requirement. It is optional.

Q. Back to question 18. Do we need to download for the new system? Is that arequirement?

A. No.

20. What are the current specs on all transcription PCs—software and hardware?

Q. What is the operating systems running and how much memory? What is the processingspeed of the CPU? Type of CPU? How much RAM? Is that a 56K modem vs. aslower one?

A. The minimum requirement is a standard PC with a modem that is 56k and 16 MB ofRAM.

21. The PCs through which dictation/transcription will be occurring – are they running on WindowsNT, ’98 or ’95?

A. They are all Windows NT.

Q. Are we talking about in-house PCs as well as at-home PCs?

A. The in-house PCs are Windows NT. The at-home PC’s are Window 95. We will verifythat. Our answer for now is that we think the in-house is Windows NT and we knowthe offsite is Windows 95.

A. All dictation/transcription PCs are Windows NT. VERIFIED January 24, 2001.

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Q. Will they allow Windows 98 on the network?

A. Yes.

Q. Would our policy allow Windows 98 in the system?

A. Yes.

22. Where will the administrative management of the system be located?

A. Here at Highland Radiology Department.

23. How many management consoles will be required?

A. Three (3) management consoles will be required: one (1) at Highland Radiology, one(1) at Highland Pathology, and one (1) at Fairmont Hospital. Basically, Fairmontsupports Eastmont. Eastmont and Fairmont are considered ambulatory care.

24. What model or version is the SMS enterprise system?

A. This is a stickler, because the SMS system is going into phase 1 of being taken outand putting a new system in. I will have to give that to you later. SEE ANSWER BELOW.

Q. Are you upgrading SMS?

A. During the weekend January 27-28, SMS will be upgraded to Version 23.1.

Q. So you will be able to have an answer right away?

A. Yes, I will.

25. What type of infrastructure do you have on your network? Is each of the facilities on a LAN orWAN?

A. Every facility is on the ACMC WAN.

Q. Now is that an adequate answer for your purpose?

A. Yes.

Q. Concerning the network, can you verify with the IS department?

A. VERIFIED January 24, 2001.

Q. For the offsite, will they allow RAS [off-site, dial-in module]?

A. They will not allow RAS.

Q. What type of network is it? Is it 10BaseT to 100BaseT Ethernet?

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A. It is 100TbaseT Ethernet.

26. What types of network operating system(s) are utilized at the three facilities?

Q. Is it Novell or NT?

A. NT based.

27. What type of house wiring is in place for direct wire stations at each facility?

A. There is no hard wire in the place.

Q. Typically most hospitals use hard wire.

A. We prefer it to be telephone lines.

Q. We need specifications of wire in house available running for dictating. Is the wiringlocated to where servers are located? Would like to verify telephone wires in place.

A. There is no in-house wiring for this. It would need to be done strictly throughtelephone lines.

28. What type of infrastructure is used for the SMS enterprise system? Are all three facilitiesconnected via a LAN or WAN and if so, what type of connection is it?

A. All are connected to WAN. I think we’ve covered it by question #25.

29. Are you looking for one (1) enterprise system to be shared by all three (3) facilities, or individualsystems per facility?

A. One (1) enterprise system will be shared by all three (3) facilities.

30. There is a second Exhibit A and Exhibit B at the end of the Request for Proposal that are notreferred to in the Table of Contents. How do these figure into the Request?

A. Alameda County’s standard RFP has a collection of exhibits in it (A through G). Wedecided to start including the standard agreement as an additional exhibit. That documenthad its own exhibits A and B. We didn’t want to modify the standard agreement byrenaming its exhibits. So, we provided Exhibit H for your information and it has it’s ownexhibit A and B near the end of it. The standard agreement will have to be signed tocomplete the contract agreement between the Contractor and ACMC. In it there will betwo (2) exhibits (A & B) that we will add details about performance and payments to thatare the result of this decision-making process.

Q. So basically A and B is something you will fill out at the time the contract is awarded?

A. Yes. We will fill it out and discuss with the winning bidder and come up withsomething that specifies the contract.

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31. Do you want a quote for a transcription package?

A. Yes.

Q. What do you mean when you say transcription package? Example, WordPerfect orWord, do you want something like that, or will you type into SMS so we are notfurnishing you with a typing package that the transcriptionists can type documentsinto?

A. Correct, that’s not what I want. We want something that is integrated with SMS.

Q. Is it correct that there is no interface required between the dictation system and SMS?

A. There is no connection between SMS and the current system. The off-sitetranscriptionists use two telephone lines to perform transcription. And, I don’t thinkwe are going to go that way. There will not be an integration between SMS and thedictation system. {Correction: we would like the system to interface with SMSsometime in the future.}

32. Discuss the need to transfer data to other information systems. Did you have in mind sendingdictated data to another outsource transcriber?

A. This refers to sending dictations from one hospital to the other. For future expansion,this would be desirable to have this capability, but it is not required.

33. You did say at the beginning that you wanted forty-eight (48) active ports?

A. Correct.

34. Looking at the first bullet in SCOPE:Providing a digital dictation system designed to receive dictation via: 1) direct wire at a standardport station, 2) remote telephone, 3) digital-portable input device, 4) personal computer (PC)input device, 5) appropriate transcriptionist station, either local or remote. Elaborate on whichones would be wanted on the system.

A. Currently ACMC is not looking for anything pertaining to personal computer. Thatmight be required for future expansion in 2003. This specification is asking for capabilityrather than equipment for all of these options.

35. Regarding the dictate stations needed for Eastmont Wellness and Fairmont Hospital, is that withor without bar-code reader?

A. With bar-code reader.

36. Regarding Specific Requirement:To allow the two (2) phone servers to continue to function if the main server is inoperable forany reason, saving the voice files to the local disk. Capability to, when the main server goes

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back on line, for all the files to automatically be uploaded to the main server and the database tobe updated, eliminating any down time on the part of the physicians. If a phone server(s) isinoperable, system shall have twelve (12) lines available on an alternative server.Are you looking for redundancy?

A. Redundancy of twelve (12) lines is what we are looking for. It doesn’t matter how manyservers are used. If the main server goes down, we don’t want to have any down time. Wewould prefer that this be done with two (2) servers.

The following participants attended the Bidders Conference:

Company Name RepresentativeLanier Worldwide, Inc. Steven GrizoffiFutureNet Technologies Corporation Colleen, Wheeler, RNElectronic Communication Systems (ECS) Bill QuattlebaumAlameda County Medical Center Rickey Bradley, Administrative OfficerCounty of Alameda, GSA – Purchasing Alan French, BuyerCounty of Alameda, GSA – Purchasing Marsha Guyton, Buyer’s Assistant

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RFP/Q No. 004-1-0452, Addendum No. 1

The County of Alameda is soliciting bids from qualified vendors to furnish its requirements per the specifications, terms and conditions contained in theabove referenced RFP/Q number. This Bid Acknowledgement must be completed, signed by a responsible officer or employee, dated and submitted withthe bid response. Obligations assumed by such signature must be fulfilled.1. Preparation of bids: (a) All prices and notations must be printed in ink or typewritten. No erasures permitted. Errors may be crossed out and

corrections printed in ink or typewritten adjacent and must be initialed in ink by person signing bid. (b) Quote price as specified in RFP/Q. Noalterations or changes or any kind shall be permitted to Exhibit B, Bid Form. Responses that do not comply shall be subject to rejection in total.

2. Failure to bid: If you are not submitting a bid but want to remain on the mailing list and receive future bids, complete, sign and return this BidAcknowledgement and state the reason you are not bidding.

3. Taxes and freight charges: (a) Unless otherwise required and specified in the RFP/Q, the prices quoted herein do not include Sales, Use orother taxes. (b) No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or forany other purpose, except taxes legally payable by County, will be paid by the County unless expressly included and itemized in the bid. (c)Amount paid for transportation of property to the County of Alameda is exempt from Federal Transportation Tax. An exemption certificate isnot required where the shipping papers show the consignee as Alameda County, as such papers may be accepted by the carrier as proof of theexempt character of the shipment. (d) Articles sold to the County of Alameda are exempt from certain Federal excise taxes. The County willfurnish an exemption certificate.

4. Award: (a) Unless otherwise specified by the bidder or the RFP/Q gives notice of an all-or-none award, the County may accept any item orgroup of items of any bid. (b) Bids are subject to acceptance at any time within thirty (30) days of opening, unless otherwise specified in theRFP/Q. (c) A valid, written purchase order mailed, or otherwise furnished, to the successful bidder within the time for acceptance specifiedresults in a binding contract without further action by either party. The contract shall be interpreted, construed and given effect in all respectsaccording to the laws of the State of California.

5. Patent indemnity: Vendors who do business with the County shall hold the County of Alameda, its officers, agents and employees, harmlessfrom liability of an nature or kind, including cost and expenses, for infringement or use of any patent, copyright or other proprietary right, secretprocess, patented or unpatented invention, article or appliance furnished or used in connection with the contract or purchase order.

6. Samples: Samples of items, when required, shall be furnished free of expense to the County and if not destroyed by test may upon request(made when the sample is furnished), be returned at the bidder’s expense.

7. Rights and remedies of County for default: (a) In the event any item furnished by vendor in the performance of the contract or purchaseorder should fail to conform to the specifications therefore or to the sample submitted by vendor with its bid, the County may reject the same,and it shall thereupon become the duty of vendor to reclaim and remove the same forthwith, without expense to the County, and immediately toreplace all such rejected items with others conforming to such specifications or samples; provided that should vendor fail, neglect or refuse so todo the County shall thereupon have the right purchase in the open market, in lieu thereof, a corresponding quantity of any such items and todeduct from any moneys due or that may there after come due to vendor the difference between the prices named in the contract or purchaseorder and the actual cost thereof to the County. In the event that vendor fails to make prompt delivery as specified for any item, the sameconditions as to the rights of the County to purchase in the open market and to reimbursement set forth above shall apply, except when deliveryis delayed by fire, strike, freight embargo, or Act of God or the government. (b)Cost of inspection or deliveries or offers for delivery, which donot meet specifications, will be borne by the vendor. (c) The rights and remedies of the County provided above shall not be exclusive and arein addition to any other rights and remedies provided by law or under the contract.

8. Discounts: (a) Terms of less than ten (10) days for cash discount will considered as net. (b) In connection with any discount offered, time willbe computed from date of complete, satisfactory delivery of the supplies, equipment or services specified in the RFP/Q, or from date correctinvoices are received by the County at the billing address specified, if the latter date is later than the date of delivery. Payment is deemed to bemade, for the purpose of earning the discount, on the date of mailing the County warrant check.

9. California Government Code Section 4552: In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid isaccepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of theClayton 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 theBusiness and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuantto the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder.

10. No guarantee or warranty: The County of Alameda makes no guarantee or warranty as to the condition, completeness or safety of anymaterial or equipment that may be traded in on this order.

THE undersigned acknowledges receipt of above referenced RFP/Q and/or Addenda and offers and agrees to furnish the articles and/or servicesspecified on behalf of the vendor indicated below, in accordance with the specifications, terms and conditions of this RFP and BidAcknowledgement.

Firm:Address:State/Zip

By:_______________ ________________________________________________ Date____________ Phone_____________________

Printed Name Signed Above:_______________________________________________________________________________________

Title:__________________________________________________________________________________________________________