ESBD_File_329630_RFP 739-SL3523125 Telepsychiatry Platform and Services v7.11.2023 426pm.pdf

739-SL3523125

solicitations@ttuhsc.edu Page 1 of 29 DOC1643828-002

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REQUEST FOR PROPOSALS

Telepsychiatry Platform and Services

RFP 739-SL3523125

Due Date: August 16, 2023

Proposals must be time stamped by the Texas Tech University Health Sciences Center Purchasing Office before the hour and date specified for receipt of solicitation.

Pursuant to the provisions of Texas Government Code Title 10 Subtitle D Chapter

2156.121 - 2156.127, General Services Act rules and regulations adopted there under, sealed proposals will be received until the date and time established for receipt. After receipt, only the names of proposers will be made public. Prices and other proposal details will only be divulged after the award, if one is made.

http://www.ascnet.com/ http://www.ttuhsc.edu/abilene/ http://www.ttuhsc.edu/amarillo/ http://www.ttuhsc.edu/lubbock/ http://www.ttuhsc.edu/odessa/ solicitations@ttuhsc.edu Page 2 of 29 DOC1643828-002

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SUBMITTAL

CHECKLIST

Due Date: August 16, 2023

Request Number: RFP 739-SL3523125

Vendor Name:

Contact Name:

Phone Number:

Contact E-Mail:

Check-off

1. ___ Signed and Completed Execution of Offer (ref Appendix B).

2. ___ Signed and Completed HUB Subcontracting Plan (ref Appendix C).

3. ___ Signed and Completed Addenda Checklist (ref Appendix D).

4. ___ Responses to questions and requests for information in the Specifications and Scope of Work Section (ref Section 5).

5. ___ Signed and Completed Pricing Schedule (ref Section 6).

6. ___ Deliver Proposal to:

TTUHSC prefers that all proposals be submitted using the TechBid system (https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=TexasTech).

Or Mailed To:

Texas Tech University Health Sciences Center Purchasing Office 3601 4th Street STOP 6217 Lubbock, Texas 79430 http://www.ascnet.com/ https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=TexasTech solicitations@ttuhsc.edu Page 3 of 29 DOC1643828-002

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TABLE OF CONTENTS

Section 1: General Information

1.1 Introduction

1.2 Description of Texas Tech University Health Sciences Center

1.3 Group Purchase Authority

1.4 TTUHSC’s Right to Reject

1.5 Public Information

1.6 Inquiries and Interpretations

Section 2: Notice to Proposer

2.1 Submittal Deadline

2.2 TTUHSC Contact Person

2.3 Key Events Schedule

2.4 Anticipated Term

Section 3: Proposal Submission Procedures

3.1 Number of Copies

3.2 Submittal Instructions for Online (TechBid) Proposals

3.3 Submittal Instructions for Mailed/Delivered Proposals (Not required if submitted online)

3.4 Proposal Validity Period

3.5 Terms and Conditions

3.6 Alternate Proposals

3.7 HUB Subcontracting Plan

Section 4: Evaluation Criteria and Award

4.1 Evaluation Process

4.2 Proposer’s Acceptance of Evaluation Methodology

4.3 Evaluation Criteria and Weights

4.4 Consideration of Additional Information

4.5 Oral Presentations/Interviews

4.6 Award Process

4.7 Best and Final Offer

4.8 Award of Agreement

Section 5: Specifications and Scope of Work

5.1 General

5.2 Minimum Requirements

5.3 Additional Requirements Specific to this RFP

5.4 Services Specifications

Section 6: Pricing Schedule

6.1 Pricing for Services Offered

6.2 TTUHSC’s Payment Terms

Section 7: General Terms and Conditions Appendix A: Agreement Appendix B: Execution of Offer Appendix C: HUB Subcontracting Plan Appendix D: Addenda Checklist Appendix E: TTUHSC Vendor Information solicitations@ttuhsc.edu Page 4 of 29 DOC1643828-002

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SECTION 1

GENERAL INFORMATION

1.1 Introduction

The Texas Tech University Health Sciences Center (“TTUHSC”), a part of the Texas Tech University System, seeks proposals from qualified firms for Telepsychiatry Platform and Services (the “Services”). The Services are more specifically described in Section 5.4 entitled Service Specifications.

1.2 Description of Texas Tech University Health Sciences Center

TTUHSC has as its major objectives the provision of quality education and development of academic, research, patient care, and community service programs to meet the health care needs of West Texas, which in total is comprised of 108 counties and represents 50% of Texas’ land mass and 11% of its total population. This 131,000 square mile service area and population of 2.7 million has been, and remains highly underserved by health professionals and accessible health care facilities, despite the substantial and meaningful contribution made by our institution. While education of students and residents remains the primary focus of the institution, there has been an important impact on the health status of West Texas.

Please visit the campus web sites for more information:

Abilene campus Amarillo campus Dallas/Fort Worth campus Lubbock campus Permian Basin campus

TTUHSC Fact Book

1.3 Group Purchasing Authority

Texas law authorizes institutions of higher education (defined by Section 61.003, Education Code) to use the group purchasing procurement method (ref. Sections 51.9335, 73.115, and 74.008, Education Code). Additional Texas institutions of higher education may therefore elect to enter into a contract with the successful Proposer under this RFP.

1.4 TTUHSC’s Right to Reject

This RFP does not commit TTUHSC to select a proposer or to award an agreement to any proposer. TTUHSC reserves the right to accept or reject, in whole or in part, any proposal it receives pursuant to this RFP. Proposals which are qualified with conditional clauses or alterations or items not called for in the RFP documents, or irregularities of any kind, are subject to disqualification by TTUHSC at its option. If TTUHSC receives fewer than three proposals, TTUHSC has the right to reissue this RFP in order to gain additional competitive proposals.

1.5 Public Information

1.5.1 Proposer is hereby notified that TTUHSC strictly adheres to all statutes, court http://www.ascnet.com/ http://www.ttuhsc.edu/abilene/ http://www.ttuhsc.edu/amarillo/ http://www.ttuhsc.edu/dallas/ http://www.ttuhsc.edu/lubbock/ http://www.ttuhsc.edu/odessa/ https://www.ttuhsc.edu/about/factbook.aspx solicitations@ttuhsc.edu Page 5 of 29 DOC1643828-002

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1.5.2 TTUHSC may seek to protect from disclosure all information submitted in response to this RFP until such time as a final agreement is executed.

1.5.3 Upon execution of a final agreement, TTUHSC will consider all information, documentation, and other materials requested to be submitted in response to this RFP, to be of a non-confidential and non-proprietary nature and, therefore, subject to public disclosure under the Texas Public Information Act (Government Code, Chapter 552.001, et seq.). Proposer will be advised of a request for public information that implicates their materials and will have the opportunity to raise any objections to disclosure to the Texas Attorney General. Certain information may be protected from release under Sections 552.101, 552.110, 552.113, and 552.131, Government Code.

1.6 Inquiries and Interpretations

1.6.1 TTUHSC may in its sole discretion respond in writing to written inquiries concerning this RFP and post its response as an Addendum to all parties recorded by TTUHSC as having received a copy of this RFP. Only TTUHSC’s responses that are made by formal written addenda will be binding on TTUHSC (“Addenda”). Any verbal responses, written interpretations or clarifications other than Addenda to this RFP will be without legal effect. All Addenda issued by TTUHSC prior to the Submittal Deadline will be and are hereby incorporated as a part of this RFP for all purposes.

1.6.2 Proposers are required to acknowledge receipt of each Addendum as specified in this Section. The Proposer must acknowledge all Addenda by completing, signing and returning the Addenda Checklist (ref. APPENDIX D). The Addenda Checklist must be received by TTUHSC prior to the Submittal Deadline and should accompany the Proposer’s proposal.

1.6.3 Any interested party that receives this RFP by means other than directly from TTUHSC is responsible for notifying TTUHSC that it has received an RFP package, and should provide its name, address, telephone number and FAX number to TTUHSC, so that if TTUHSC issues Addenda to this RFP or provides written answers to questions, that information can be provided to such party.

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SECTION 2

NOTICE TO PROPOSER

2.1 Submittal Deadline

TTUHSC will accept proposals submitted in response to this RFP until 4:30 PM, Central Time on August 16, 2023 (the “Submittal Deadline”). Proposals should be delivered to:

Texas Tech University Health Sciences Center Purchasing Office

Attention: Solicitation Manager - RFP 739-SL3523125

2.2 TTUHSC Contact Person

Proposers will direct all questions or concerns regarding this RFP to the following TTUHSC contact (“TTUHSC Contact”):

Solicitation Manager Tel. (806) 743-7841 • eFax (806) 743-7850 solicitations@ttuhsc.edu

TTUHSC specifically instructs interested parties to restrict all contact and questions regarding this RFP to written communications forwarded to TTUHSC Contact. TTUHSC Contact must receive all questions or concerns no later than July 21, 2023. TTUHSC will have a reasonable amount of time to respond to questions or concerns. It is TTUHSC’s intent to respond to all appropriate questions and concerns; however, TTUHSC reserves the right to decline to respond to any question or concern.

2.3 Key Events Schedule

TTUHSC will make a good faith effort to follow the timeline below for evaluating, negotiating and issuing an award:

Distribution of RFP July 11, 2023 Deadline for Submission of Written Questions July 21, 2023 Deadline for Submission/Delivery of Proposals August 16, 2023 Evaluation of Proposals August 16, 2023 – September 31, 2023

2.4 Anticipated Term

The anticipated term of any resulting agreement will begin on the date an agreement is executed, and expire on August 31, 2024. TTUHSC will have the option of two (2) additional one (1) year renewal periods.

• Optional Renewal Period #1: September 1, 2024 – August 31, 2025

• Optional Renewal Period #2: September 1, 2025 – August 31, 2026 solicitations@ttuhsc.edu Page 7 of 29 DOC1643828-002

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SECTION 3

PROPOSAL SUBMISSION PROCEDURES

3.1 Number of Copies

Proposer must submit a total of one (1) complete copy of its entire proposal. An original or digital signature by an authorized officer of Proposer must appear on the Execution of Offer (ref. APPENDIX B) of the submitted proposal.

3.2 Submittal Instructions for Online (TechBid) Proposals

3.2.1 TTUHSC prefers that all proposals be submitted using the TechBid system at https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=TexasTech.

3.2.2 Proposals must be signed by the responding company’s official authorized to commit such proposals. Failure to sign the Execution of Offer will be basis for proposal disqualification. The TechBid system contains a mandatory “Bidder Affirmation” checkbox certifying this information. By submitting their proposal online, proposers automatically qualify as having a valid signature.

3.2.3 All proposals must be submitted online no later than the date and time indicated in Section 2.1 “Submittal Deadline.”

3.3 Submittal Instructions for Mailed Proposals (Not Required if Submitted Online)

3.3.1 TTUHSC prefers that all proposals be submitted using the TechBid system at https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=TexasTech.

However, if necessary, the proposer may elect to submit a printed version of the proposal and submit the proposal by mail or carrier service.

3.3.2 One (1) original individually-bound completed proposal is required for the mailed or delivered submittals. Note: One (1) electronic version (USB Drive) is also required for archival purposes.

3.3.3 Proposals must be signed by the responding company’s official authorized to commit such proposals. Failure to sign the Execution of Offer will be basis for proposal disqualification.

3.3.4 Proposals should be submitted in a sealed envelope or box marked with the name of the RFP (as shown on the cover page of this RFP) and the opening date. All proposals must be submitted no later than the date and time indicated in Section 2.1 “Submittal Deadline.”

3.4 Proposal Validity Period

Each proposal must state that it will remain valid for TTUHSC’s acceptance for a minimum of ninety (90) days after the Submittal Deadline, to allow time for evaluation, selection, and any unforeseen delays.

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3.5 Terms and Conditions

Proposer must comply with the requirements and specifications contained in this RFP, including the Agreement (ref. APPENDIX A), the Notice to Proposer (ref. Section 2 of this RFP), Proposal Submission Procedures (ref. Section 3 of this RFP) and the Specifications and Scope of Work (ref. Section 5 of this RFP). If there is a conflict among the provisions in this RFP, the provision requiring Proposer to supply the better quality or greater quantity will prevail.

3.6 Alternate Proposals

TTUHSC may consider alternate proposals submitted by Proposer. Proposers submitting alternate proposals should (i) clearly identify any exceptions taken to the requirements and specifications set forth in this RFP and (ii) include a detailed description of the alternative(s) proposed. Proposer may suggest additions to the requirements and specifications set forth in this RFP, and all such suggestions must be clearly identified. Alternate proposals should be submitted as attachments to the proposal. Alternate proposals shall meet the same requirements and shall be in the same format as the proposal’s base format.

3.7 HUB Subcontracting Plan

A HUB Subcontracting Plan (“HSP”) is required as part of Proposer’s proposal. The HSP will be developed and administered in accordance with TTUHSC’s Policy on Utilization of Historically Underutilized Businesses attached as APPENDIX C and incorporated for all purposes.

Each Proposer must complete and return the HSP in accordance with the terms and conditions of this RFP, including APPENDIX C. Proposers that fail to do so will be considered non-responsive to this RFP in accordance with Section 2161.252, Government Code.

TTUHSC has reviewed this RFP in accordance with Title 34, Texas Administrative Code, Section 20.13 (a), and has determined that subcontracting opportunities are probable under this RFP.

A search has been conducted of the Centralized Master Bidders List to identify active HUB vendors in accordance with Title 34, Texas Administrative Code, Section 20.14(a)(1). The following NIGP commodity codes were included:

Code #1 (94876) Code #2 (94887)

Results can be viewed at the following link:

https://mycpa.cpa.state.tx.us/tpasscmblsearch/index.jsp https://mycpa.cpa.state.tx.us/tpasscmblsearch/index.jsp solicitations@ttuhsc.edu Page 9 of 29 DOC1643828-002

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SECTION 4

EVALUATION CRITERIA AND AWARD

4.1 Evaluation Process

4.1.1 TTUHSC will utilize a proposal evaluation team for the evaluation of this RFP. The award will be based on the proposal judged to be in the best interest of TTUHSC, the judgment in this regard shall be considered final. Any agreement resulting from this request shall be awarded to the proposer providing the “best value” to TTUHSC.

4.1.2 Under section 51.9335 of the Texas Education Code in determining what is the best value to an institution of higher education, TTUHSC shall consider the purchase price, the reputation of the proposer and of the proposer’s goods or services, the quality of the proposer’s goods or services, the extent to which the goods or services meet TTUHSC’s needs, the proposer’s past relationship with TTUHSC, the impact on the ability of TTUHSC to comply with laws and rules relating to historically underutilized businesses and to the procurement of goods and services from persons with disabilities, the total long-term cost to TTUHSC of acquiring the proposer’s goods or services, and any other relevant factor that a private business entity would consider in selecting a vendor.

4.2 Proposer’s Acceptance of Evaluation Methodology

Submission of a proposal indicates proposer’s acceptance of the evaluation technique and proposer’s recognition that some subjective judgments must be made by TTUHSC during the assigning of points.

4.3 Evaluation Criteria and Weights

4.3.1 Each proposal shall be evaluated on the ability to meet TTUHSC’s requirements and to provide the best value to TTUHSC.

4.3.2 The evaluation will be based on the following formula:

Criteria Weight

4.4 Consideration of Additional Information

Consideration may also be given to any additional written information and comments that may serve to clarify the proposal information to TTUHSC.

4.5 Oral Presentations/Interviews

Upon completion of the initial review and evaluation of the proposals submitted, selected proposers may be invited to participate in oral presentations. Oral presentations/interviews are an option of the evaluation team and may or may not be conducted; therefore, proposals should be complete when submitted by the deadline indicated in the Section 2.1 entitled “Submittal Deadline.”

Proposer’s Pricing Proposal 25% Proposer’s Experience and Reputation 25% Proposer’s Product/Service Specifications 50% solicitations@ttuhsc.edu Page 10 of 29 DOC1643828-002

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4.6 Award Process

During the opening, proposals will be acknowledged publicly to identify the names of the proposers, but will be afforded security sufficient to preclude disclosure of the contents of the proposal, including prices or other information, prior to award. After opening, an award may be made on the basis of the proposals initially submitted, without discussion, clarification or modification, or on the basis of negotiation with any of the proposers or, at TTUHSC’s sole option and discretion, TTUHSC may discuss or negotiate all elements of the proposal with selected proposers which represent a competitive range of proposals. For purposes of negotiation, a competitive range of acceptable or potentially acceptable proposals may be established comprising the highest rated proposal(s).

4.7 Best and Final Offer

When deemed appropriate, after the submission of proposals but before the final selection of the successful proposal, TTUHSC may permit a proposer to revise its proposal in order for TTUHSC to obtain a best and final offer. TTUHSC will provide each proposer within the competitive range with an equal opportunity for discussion and revision of their proposal, and a proposer may elect not to amend their original proposal. TTUHSC is not bound to accept the best-priced proposal if that proposal is not the most advantageous to TTUHSC as determined by the evaluation team.

4.8 Award of Agreement

4.8.1 TTUHSC reserves the right to award an agreement for all or any portion of the requirements proposed by reason of this request, award multiple agreements, or to reject any and all proposals if deemed to be in the best interests of TTUHSC and to re-solicit for proposals, or temporarily or permanently abandon the solicitation. If TTUHSC awards an agreement, it will award the agreement to the proposer whose proposal is the most advantageous to TTUHSC, considering price and the evaluation factors set forth in this RFP. Any actual or prospective proposer who is aggrieved in connection with the solicitation, evaluation or award of an agreement may formally protest in accordance with the following:

https://www.fiscal.ttuhsc.edu/purchasing/vendors/protestprocedures.aspx

4.8.2 TTUHSC intends to negotiate and award an agreement with the vendor submitting the proposal the evaluation committee determines best meets the requirements and is considered to be the best value overall. The agreement is a non-exclusive agreement, and TTUHSC reserves the right to enter into one or more agreements with third parties covering the same or similar Services.

4.8.3 The proposer may submit its standard agreement for review by TTUHSC. The agreement entered into by the parties shall consist of the RFP, the signed proposal submitted by the vendor, the specifications including all the modifications thereof, a written agreement, and purchase order(s), all of which shall be referred to collectively as the agreement documents.

4.8.4 Any resulting agreement may be subject to review and approval by The Board of Regents of Texas Tech University System (the “BOR”). If the BOR does not approve the agreement, then the agreement is null, void, and of no effect. Rules governing the https://www.fiscal.ttuhsc.edu/purchasing/vendors/protestprocedures.aspx solicitations@ttuhsc.edu Page 11 of 29 DOC1643828-002

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4.8.5 TTUHSC is required under Texas Legislature House Bill 1295 (section 2252.908 of the Government Code) to request Ethics Commission Reporting from contractors with agreements that:

(1) requires an action or vote by the governing body of the entity or agency; or

(2) has a value of at least $1 million (value of an agreement is based on the amount of consideration received or to be received by the contractor from TTUHSC).

The Business Entity must file Form 1295 electronically with the Texas Ethics Commission using the online filing application:

https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm http://www.ascnet.com/ https://www.texastech.edu/board-of-regents/regents-rules/chapter-07-fiscal-management.pdf https://www.texastech.edu/board-of-regents/regents-rules/chapter-07-fiscal-management.pdf https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm solicitations@ttuhsc.edu Page 12 of 29 DOC1643828-002

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SECTION 5

SPECIFICATIONS AND SCOPE OF WORK

5.1 General

The minimum requirements and the specifications for the Services, as well as certain requests for information to be provided by Proposer as part of its proposal, are set forth below. The successful Proposer is referred to as the “Contractor.”

5.2 Minimum Requirements

Each Proposal must include information that clearly indicates that Proposer meets each of the following minimum qualification requirements if applicable:

Proposer is current with the State of Texas Comptroller of Public Accounts (if applicable) https://fmcpa.cpa.state.tx.us/tpis/

Proposer can provide Certificate of Franchise Tax status. (if applicable) https://ourcpa.cpa.state.tx.us/coa/Index.html

Proposer shall demonstrate evidence of certifications, permits, licenses and insurances as appropriate to provide the Services as required.

Texas Government Code § 2054.0593 mandates that state agencies as defined by Texas Government Code § 2054.003(13) must only enter or renew contracts to receive cloud computing services that comply with TX-RAMP requirements beginning January 1, 2022.

TXRAMP certification requirements apply to all contracts for cloud computing services products entered or renewed on or after that date.

5.3 Additional Requirements Specific to this RFP

Proposer must submit the following informational sections as part of Proposer’s proposal:

1. Proposer’s Experience and Reputation

Provide written detail about corporate background and experience.

Provide at least 3 references (with names and contact information) and description of services from current or recent clients. These should include specifications and requirements most similar to those described in this RFP. References from IHE clients preferred.

Provide proof of licensing, certifications and/or proof of training received within the last 5 years. Both are preferred.

2. Product / Service Specifications

Provide written detail documenting how proposed product meets the requirements found in Section 5.4 Services Specifications.

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5.4 Services Specifications

Overview:

The Texas Tech University, Student Health Services Department is operated by Texas Tech University Health Sciences Center’s – Texas Tech Physicians. Presently, the Primary Care Providers at Student Health Services treat mild to moderate behavioral health conditions such as anxiety, depression, OCD, PTSD, etc. Severe or more complicated conditions are referred to the TTUHSC Psychiatry Department for evaluation and management.

It is the intention of this solicitation to expand accessibility and improve patient experience through a high quality telepsychiatry service option.

Technical Requirements:

The TTUHSC Information Technology Division requires Respondents to this Request for Proposal to carefully read, review, and respond to the information requested in the IT Software/Services Specifications found at:

https://www.ttuhsc.edu/it/request-for-proposal/technical.aspx.

Failure to provide the required information will be considered non-responsive and your submission may be removed from further consideration.

Service Requirements:

Telepsychiatry services for approximately 200 referred patients per year. Contractor clinicians will be fully licensed by the appropriate State of Texas board.

Software platform utilized should have 99% uptime and should be accessible via desktop, laptop and mobile devices with both iOS and Android operating systems. In the case of software platform downtime, telephone visits will be offered. Contractor will offer a patient portal/direct messaging system and respond to messages from patients within 24 hours from delivery of message.

Initial visits for non-acute patients will be available within two calendar weeks following referral. Initial visits for acute patients will be available within 3 calendar days following referral. Initial or follow up visits will be available within 3 calendar days following discharge from inpatient facility. Follow up visits will be available within the timeframe noted in the treatment/follow up plan documented by telepsychiatry clinician.

Contractor will ensure continuity of care with clinician that established care with the patient. If it becomes necessary to transfer care to another clinician, service provider will communicate the plan to transfer to both patient and Student Health Services case managers a minimum of 30 (thirty) days prior to transfer. Transfer of care/follow up visit will be available within the timeframe noted in the treatment/follow up plan documented by initial telepsychiatry clinician.

Contractor will provide access to electronic scheduling software for Student Health Services case managers or transmit documentation of scheduled appointments via electronic fax within 3 business days of appointment scheduled, cancelled or no showed.

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Contractor will provide access to electronic medical records for referring Student Health Services clinicians and case managers or transmit completed documentation from visit via electronic fax within 3 business days following visit.

Contractor will offer 24 hour on call coverage for patients in crisis. Contractor will offer on call for consultation for Student Health Services primary care clinicians during normal business hours (Monday through Friday 8 a.m. -5:00 p.m. CST).

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SECTION 6

PRICING SCHEDULE

Proposal of: ___________________________________ (Proposer Company Name)

Ref.: Telepsychiatry Platform and Services

RFP No.: RFP 739-SL3523125

Having carefully examined all the specifications and requirements of this RFP and any attachments thereto, the undersigned proposes to furnish the Services required pursuant to the above-referenced Request for Proposal upon the terms quoted below.

6.1 Pricing for Services Offered:

Please provide pricing in a format that best fits the intended use by TTUHSC as described in Section 5.4.

At a minimum please include a rate card in the format below.

Rate Rate for Telepsychiatry provided by an MD and/or DO

Rate for Telepsychiatry provided by an APN and/or PA

Hourly Rate (Monday-Friday, 8AM-5PM)

Holiday Hourly Rate (TTU Holidays)

Premium Hourly Rate (all hours outside of those hours that are subject to the Hourly Rate or Holiday Hourly Rate)

6.2 TTUHSC’s Payment Terms

TTUHSC’s standard payment terms are “Net 30 days.”

By: ___________________________

Name: _________________________

Title: __________________________

Date: _____________________ https://www.depts.ttu.edu/hr/empbenefits/holidayschedule.php solicitations@ttuhsc.edu Page 16 of 29 DOC1643828-002

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SECTION 7

GENERAL TERMS AND CONDITIONS

The terms and conditions contained in (i) the attached Agreement (ref. APPENDIX A) or, in the sole discretion of TTUHSC, terms and conditions substantially similar to those contained in the Agreement and (ii) the Texas Tech University System Required Contract Terms set forth at http://www.texastech.edu/ogc/contracting/required-contract-terms.pdf (collectively, the “Required Terms”) will constitute and govern any agreement that results from this RFP. If Proposer takes exception to any of the Required Terms, Proposer will submit a list of the exceptions as part of its proposal. Proposer’s exceptions will be reviewed by TTUHSC and may result in disqualification of Proposer’s proposal as non-responsive to this RFP. If Proposer’s exceptions do not result in disqualification of Proposer’s proposal, then TTUHSC may consider Proposer’s exceptions when TTUHSC evaluates the Proposer’s proposal.

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APPENDIX A

AGREEMENT

PROFESSIONAL SERVICES AGREEMENT

HEALTH CARE (PATIENT) SERVICES PROVIDED TO UNIVERSITY (PRIVATE ENTITY)

This Professional Services Agreement (“Agreement”) is made and entered into by and between Texas Tech University Health Sciences Center, a public institution of higher education located in the State of Texas (“University”), on behalf of its School of Medicine, Department of Student Health Services, and _________________ (“***”).

University and *** may be referred to herein individually each as a “Party” or collectively as the “Parties.”

Background

University desires to obtain certain professional health care services to be provided at its facility located address.

*** represents that it possesses the necessary qualifications and knowledge or employs professionals with the necessary qualifications and knowledge who will be assigned to perform these services.

Agreement

Now therefore, for the consideration herein expressed, University and *** hereby agree as follows.

Responsibilities

1.1 *** Responsibilities. *** will provide the following services (collectively the “Services”):

1.1.1

1.2 University Responsibilities. University will:

1.3 Mutual Responsibilities. University and *** will:

1.3.1 Add any general clauses that might affect both Parties, or delete this Section 1.3.

Compensation and Payment

1.4 Fee for Services. University agrees to pay ***

1.5 Payment. University agrees to remit payment within thirty (30) days of receipt of a properly submitted, itemized invoice from ***. The invoice must reference the University contract number affixed to this Agreement and must agree in all respects to the requirements and price schedules set forth herein. Final payment is contingent upon satisfactory receipt of the final Services and a final itemized invoice for Services rendered.

1.6 Medical Judgment. Each Party represents and warrants that all decisions regarding the medical care of patients shall be based solely upon the professional medical judgment of a patient's attending physician(s) and shall be made in the best interests of patients, that the aggregate benefit given or received under this Agreement, whether in cash or in kind, has been determined in advance through a process of arms-length negotiations that were intended to achieve an exchange of goods and/or services consistent with fair market value in the circumstances, and that any benefit given or received under this Agreement is not intended to induce, does not require, and is not contingent upon, the admission, recommendation or referral of any patient, directly or indirectly, to the other Party.

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1.7 Both Parties intend that the terms and conditions of this Agreement, and the manner in which the Services are to be performed hereunder comply with applicable federal and state laws and regulations, including but not limited to, 42 CFR Part 411 (Stark) and 42 CFR 1001 et seq. (Anti-kickback).

Term and Termination

1.8 Term; Renewal. The term of this Agreement shall commence on month day, year, and continue in full force and effect through month day, year. TTUHSC will have the option to renew this Agreement for two (2) additional one (1) year renewal terms upon written notice to Contractor prior to the expiration of the initial term or then current renewal term.

1.9 Right to Terminate. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party thirty (30) days written notice.

1.10 Additional Right to Termination. University may terminate this Agreement immediately upon notice to *** in the event that (1) patient care or safety is in imminent and serious danger from ***’s actions; or (2) *** becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency laws, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise.

1.11 Force Majeure. “Event of Force Majeure” means an event beyond the control of *** or University which prevents or makes a Party’s compliance with any of its obligations under this Agreement illegal or impracticable, including but not limited to: act of God (including, without limitation, fire, explosion, earthquake, tornado, drought, and flood); war, act or threats of terrorism, hostilities (whether or not war be declared), invasion, act of enemies, mobilization, requisition, or embargo; rebellion, insurrection, military or usurped power, or civil war; contamination or destruction from any nuclear, chemical, or biological event;

riot, commotion, strikes, go slows, lock outs, or disorder; epidemic, pandemic, viral outbreak, or health crisis;

or directive of governmental authority. No Party will be considered in breach of this Agreement to the extent that performance of their respective obligations is prevented or made illegal or impracticable by an Event of Force Majeure that arises during the term (or after execution of the Agreement but prior to the beginning of the term). A Party asserting an Event of Force Majeure hereunder (“Affected Party”) will give reasonable notice to the other Party of an Event of Force Majeure upon it being foreseen by, or becoming known to, Affected Party. In the event of an Event of Force Majeure, Affected Party will endeavor to continue to perform its obligations under the Agreement only so far as reasonably practicable.

1.12 Notwithstanding anything else in this Agreement to the contrary, if either Party terminates this Agreement during the initial twelve (12) months of the Agreement for any reason, the Parties agree that they shall not enter into an agreement with each other for the same or substantially the same services during the initial twelve (12) months of this Agreement.

1.13 Payment Upon Termination. In the event this Agreement is terminated in accordance with this Article, then within thirty (30) days after the effective date of such termination, *** shall submit ***’s termination statement for Services rendered to the date of termination, and University shall pay *** for such Services within thirty (30) days of receipt of *** termination statement.

1.14 Effect of Termination. The termination or expiration of this Agreement shall not relieve either Party of any obligation pursuant to this Agreement which arose on or before the date of termination.

1.15 Funding. University’s performance under the Agreement may be dependent upon appropriation of funds by the Texas legislature (“Legislature”) and/or allocation of funds by the TTUS Board of Regents (“Regents”).

*** acknowledges that appropriation and allocation of funds are beyond University’s control. If the Legislature fails to appropriate, or Regents fail to allocate, necessary funds, or if there is a reduction of funding from other revenue sources, University will issue written notice to *** and University may terminate this Agreement without further duty or obligation hereunder, other than payment for goods and services already delivered or provided. This Agreement may be funded wholly or partially with federal funds. *** shall comply with all applicable provisions of federal law. University utilizes http://www.gsa.gov and https://www.ecfr.gov/ for all federal guidelines.

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Insurance and Indemnification

1.16 The Texas Tech University System maintains a Medical Liability Self-Insurance Plan that provides medical malpractice liability insurance to its employed physicians in amounts of $400,000 per claim/$1.2 million annual aggregate, unless lower liability limits are set by law, in which case the lower liability limits set by law shall apply.

1.17 University state employees are subject to Texas Civil Practice and Remedies Code, Chapter 104, State Liability for Conduct of Public Servants, under which state employees acting and the course and scope of their employment are entitled to protection from the state with limits as set forth in §104.003.

1.18 *** shall obtain and maintain the minimum insurance coverages required by the Texas Tech University System Office of Risk Management and set forth at http://www.texastech.edu/offices/risk-management/Vendor%20Agreement%20Guides_TTUS%20ORM.PDF, which are incorporated into this Agreement as if expressly stated herein. In addition, *** shall maintain, during the term of this Agreement and any extensions thereof, professional liability insurance, evidence of which shall be available upon request, and shall immediately notify TTUHSC of any changes to or events affecting the status of the insurance.

1.19 Indemnification. *** agrees to indemnify, defend, and hold harmless University, the Texas Tech University System, and their respective affiliated enterprises, regents, attorneys, employees, representatives, and agents, against any and all liability, claims, suits, losses, costs, and legal fees caused by, arising out of, or resulting from any act or omission of *** in the performance or failure to perform within the Agreement including but not limited to the negligent acts or omission of any subcontractor or any direct or indirect employees of the *** or subcontractors. The indemnification obligations set forth in the Agreement will survive termination or expiration of the Agreement.

Licensure

1.20 *** represents and warrants that *** or its employees and agents providing Services: (i) hold and maintain unrestricted, independent, active licenses to practice in Texas, if applicable; (ii) hold and maintain unrestricted Medicare and Medicaid provider numbers, if applicable; (iii) are credentialed without restriction or limitation on the *** medical staff in their applicable specialty; (iv) never have had any privileges or license to practice suspended, revoked or terminated; (v) never have been convicted of a felony, health care related crime, or of any other crime involving moral turpitude or immoral conduct or been sanctioned by any state or federal governmental authority for civil or criminal health care related misconduct; and (vi) have a current narcotics license and registration number issued by the appropriate governmental agency, if applicable. *** shall notify University immediately if it becomes aware of any circumstances which will change the representations in this section.

1.21 *** represents and warrants that its employees and agents shall provide Services hereunder in accordance with: (i) their license to provide professional services, as issued by the State of Texas; (ii) any applicable professional associations; (iii) the criteria and standards set by any applicable specialty boards; (iv) The Joint Commission; and (v) all currently accepted and approved methods of practice as established by other applicable societies, associations, or regulatory agencies.

1.22 *** shall ensure that ***, its employees and agents providing Services pursuant to this Agreement, comply with all applicable policies and procedures of University and/or any subsequent changes to or revisions in these policies and procedures.

1.23 *** shall require that its employees and agents providing Services pursuant to this Agreement devote approximately the hours per week set forth in this Agreement to fulfill the obligations described in this Agreement. Otherwise, the ***’s employees and agents shall be free to dispose of such portion of their time, energy and skill as they are not obligated to devote under this Agreement in such manner as they see fit and http://www.ascnet.com/ http://www.texastech.edu/offices/risk-management/Vendor%20Agreement%20Guides_TTUS%20ORM.PDF http://www.texastech.edu/offices/risk-management/Vendor%20Agreement%20Guides_TTUS%20ORM.PDF solicitations@ttuhsc.edu Page 20 of 29 DOC1643828-002

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1.24 *** shall promptly prepare or cause to be prepared, and *** shall require that ***’s employees and agents providing Services prepare or cause to be prepared, reports and records of all examinations, procedures and other services performed in accordance with generally accepted medical practices, regulatory and accrediting requirements and those policies and procedures established by University in order to properly document all Services provided, monitor the care of patients, and to bill and receive payment for Services rendered. The ownership and right of control of all patient reports, records and supporting documents prepared hereunder in connection with the Services shall belong exclusively to University.

1.25 University reserves the right to temporarily remove ***’s employees or agents from rendering Services under this Agreement upon notification to *** that such removal is deemed, in the sole opinion of University, to be in the best interest of University, its patients and/or employees. Notification from University to *** may be given verbally, telephonically, or electronically.

HIPAA

1.26 HIPAA. It is the intent of the Parties to comply with all provisions of the Health Insurance Portability and Accountability Act of 1996, now codified at Title XI, Part C of the Social Security Act and as it may be amended and all regulations promulgated thereunder (“HIPAA”), as these may change from time to time.

*** shall not, and shall require that its employees and agents, shall not, disclose to any third party, except where permitted or required by law or where such disclosure is expressly approved by University in writing, any individually identifiable patient or medical record information regarding University patients, and the *** shall comply, and shall ensure that each of its employees and agents providing Services under this Agreement complies, with all federal and state laws and regulations, and all HIPAA rules, regulations and policies of University regarding the confidentiality of such information. If required, *** agrees to execute University’s business associate agreement.

Compliance

1.27 Compliance with Applicable Laws and Policies. The Parties enter into this Agreement with the intent of conducting their relationship in full compliance with the federal physician anti-referral law, the Medicare and Medicaid Anti-Fraud and Abuse law and the Texas Occupations Code patient non-solicitation law.

Notwithstanding any unanticipated effect of any of the provisions herein, neither Party will intentionally conduct itself under the terms of this Agreement in a manner to constitute a violation of the Medicare and Medicaid Anti-Fraud and Abuse law or Texas Occupations Code patient non-solicitation law. The Parties acknowledge that each is subject to applicable federal and state laws and regulations, and policies and requirements of various accrediting organizations. Accordingly, each Party will enforce compliance with all applicable laws, regulations, and requirements, and will make available such information and records as may be reasonably requested in writing by the other Party to facilitate its compliance, except for records which are confidential and privileged by law. Each Party shall have or designate a Compliance Officer with whom compliance issues shall be coordinated.

1.28 *** represents and warrants that neither *** or any employees or agents who provide items or Services under this Agreement are excluded, suspended, or debarred from participation in any federal or state health care program or federally funded contracts. University may conduct searches of ***'s name against various federal and state sanction and exclusion databases, including, but not limited to the HHS OIG List of Excluded Individuals/Entities (LEIE), the GSA Excluded Parties List System (EPLS) and the Texas HHSC Exclusion List. *** agrees to immediately inform University as soon as it is aware that it or any of its employees, agents or contractors providing items or services under the Agreement are subject to the imposition of any such sanctions or exclusion. This Agreement shall be subject to immediate termination by University in the event ***, or any of its employees, agents, or contractors, is listed on any federal or state sanction/exclusion list as being subject to sanctions or exclusion.

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1.29 *** agrees that it, its employees, agents, and contractors will comply with all federal, state, or local laws or regulations applicable to ***’s performance of the Agreement. *** further agrees that it, its employees, agents and contractors will comply with University Operating Policies and Procedures located at http://www.ttuhsc.edu/HSC/OP, as well as all relevant published University compliance programs, as they may be applicable to ***’s Services under this Agreement.

Medical Records and Billing

1.30 Medical Records. *** shall have access to the complete medical records of all patients to whom health care is, or has been, provided in whole or in part, by any *** physician or other *** health care provider. Access to or copies of such records shall be made available to *** upon request within a reasonable period of time, not to exceed 48 hours from the time of the request.

1.31 Billing. University will bill third-party payors for the services performed by ***.

University will be responsible for billing all Services provided by *** or its employees and agents pursuant to this Agreement. *** shall require each employee and agent providing Services to reassign to University their right to receive payment for any Services delivered pursuant to this Agreement. *** and its employees and agents shall use his or her best efforts to cooperate with University in all matters related to billing and collections pursuant to this Agreement, and further the *** and each employee and agent providing Services shall diligently and properly complete all medical charts, applications, forms, and records necessary to permit proper billing and…