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									                          VENDOR NET TRANSMISSION COVER LETTER

DATE:      February 22, 2007

When using Vendor Net, you may submit your bid through one of the following options: U.S. mail, hand-delivery
or e-mail. Refer to “SUBMITTAL INSTRUCTIONS”. Regardless of the option used, your bid must be received
and time stamped in by Purchasing Services, 21 N Park St, Suite 6101, Madison, WI 53715 1218, prior to 2:00
PM on the bid due date to be considered on time. Bids not so stamped shall be considered late. Late bids shall
be rejected.

If you have any questions concerning these instructions, please contact the University of Wisconsin-Madison
Purchasing Services (Bid Processing) at (608) 262-6121.

                                                 PURCHASING SERVICES
                   University of Wisconsin-Madison  21 N Park St, Suite 6101 Madison, WI 53715 1218
                   608/262-6121  (Fax) 608/262-4467  www.bussvc.wisc.edu  bids@bussvc.wisc.edu
                         A REQUEST FOR PROPOSAL (RFP)

                                          RFP #07-5945

AGENT: Carl Hubbard at (608) 262-6557 / FAX: (608) 262-4467 / TTY 608/262-0825

E MAIL: chubbard@bussvc.wisc.edu

If NO BID (check here)      and return.

                   UNIVERSITY OF WISCONSIN – Madison

Electronic Medical Records System Software for University Health Services

                                    Issued by:
                              STATE OF WISCONSIN
                       UNIVERSITY OF WISCONSIN - MADISON
                             PURCHASING SERVICES

                                       February 22, 2007

                               NO PUBLIC OPENING

                               Proposals must be submitted by
               March 21, 2007 - No later than 2:00 p.m. CDT

                                       PURCHASING SERVICES
         University of Wisconsin-Madison  21 N Park St, Suite 6101 Madison, WI 53715 1218
         608/262-6121  (Fax) 608/262-4467  www.bussvc.wisc.edu  bids@bussvc.wisc.edu
UNIVERSITY OF WISCONSIN                                             PROPOSAL NO.: 07-5945

                                              TABLE OF CONTENTS
Section #1: General Information                                                             (1-2)
1.1    Purpose
1.2    Organization of this Solicitation Document
1.3    Definitions
1.4    Incurring Costs
1.5    Affirmative Action
1.6    Wisconsin Sales and Use Tax Registration
1.7    Debarment
1.8    VendorNet
1.9    Electronic Commerce
1.10   Parking
1.11   Smoking Free Environment
1.12   Promotional Materials
Section #2: RFP Process Instructions                                                        (3-4)
2.1    Applicable Dates
2.2    Proposer Site Visit
2.3    Clarifications and/or Revisions through Designated Contact
2.4    Preparing the Proposal
2.5    Conflict of Interest
2.6    Multiple Proposals
2.7    Oral Presentations and Site Visits
2.8    Proprietary Information
2.9    Reasonable Accommodations
Section #3: Performance and Contract Requirements                                           (5-8)
3.1    Contract Terms and Conditions
3.2    Scope
3.3    Term of Contract
3.4    Firm Prices
3.5    Payment Terms
3.6    Invoicing Requirements
3.7    Acceptance and Testing
3.8    On Site Service
3.9    Insurance
3.10   Contract Termination
3.11   Record and Audit
3.12   Eligible Purchasers
3.13   Subcontractors
3.14   Fair Price Analysis
3.15   Executed Contract To Constitute Entire Contract
3.16   Severability
Section #4: Requirements of All Proposals                                                   (9-22)
Section #5: Evaluation and Award of Contract(s)                                             (23-24)
5.1    Proposal Scoring
5.2    Scoring Criteria and Method
5.3    Best and Final Offers
5.4    Contract Award
5.5    Notification of Award
Section #6: RFP Checklist and Submittal Page                                                (25-27)
Attachment A – Specifications                                                               (28)
Attachment B – Cost Proposal Form                                                           (29)
Attachment C – Client Reference List                                                        (30)
Attachment D – Minority Business Enterprise (MBE) Program Awareness, Compliance &           (31-32)
               Action Plan
Attachment E – Standard Terms and Conditions                                                (33-35)
Attachment F – Software Rider                                                               (36-41)
                                          SUBMITTAL INSTRUCTIONS

A completed and signed proposal response must be received and date/time stamped in by UW-Madison Purchasing
Services prior to 2:00 p.m. CDT on the stated proposal due date to be considered. Proposals not so date/time stamped in
shall be considered late. Late proposals shall be rejected. We have supplied you with a pre-addressed return label.
Please fill in your vendor name and address on the return label to help us identify this transaction. Please use one of the
options below for return of your proposal.

Original and nine (9) copies of mailed proposals must be received at Purchasing Services, 21 N. Park Street, Suite 6101,
Madison, WI 53715-1218, prior to 2:00 p.m. CDT on the stated proposal due date.

Original and nine (9) copies of hand-delivered proposals may be delivered by vendor or third-party/courier service.
Proposals must be received at Purchasing Services, 21 N. Park Street, Suite 6101, Madison, WI 53715-1218, prior to
2:00 p.m. CDT on the stated proposal due date.

For your e-mailed proposal to be considered valid by UW-Madison Purchasing Services:
1. Send a complete copy of the entire response prior to 2:00 p.m. CDT on the stated proposal due date via e-mail to:
bids@bussvc.wisc.edu. Submitting a proposal to any other e-mail address than bids@bussvc.wisc.edu does not
constitute receipt of a valid proposal by Purchasing Services.

2. Original and nine (9) copies to be delivered (via hand delivery, mail or courier) within one (1) business day after the
stated proposal due date must be received at Purchasing Services, 21 N. Park Street, Suite 6101, Madison, WI 53715-

Prior to the proposal deadline, proposer is responsible for confirming that their e-mailed proposal response has been
successfully received. Proof of transmission doesn't constitute proof of receipt. The original e-mail submission must be
supported by the last page of Section 6 “RFP Checklist and Submittal Page”. This page must be signed and returned via
fax (608-262-4467) and must be received prior to 2:00 p.m. CDT on the proposal stated due date.


           NUMBER: 07-5945
           DUE DATE: 03/21/07        TIME: 2:00 PM CDT
                              NO PUBLIC OPENING
           VENDOR NAME HERE: ______________________________________
           ADDRESS: ________________________________________________

           21 N PARK ST, SUITE 6101
           MADISON, WI 53715-1218
UNIVERSITY OF WISCONSIN                                              PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                        PAGE 1 OF 41

                                          Section #1: General Information
Requirements that include the word "must" or "shall” describe a mandatory requirement. All specifications are defined as
mandatory minimum requirements unless otherwise stated. If no proposer is able to comply with a given specification or
mandatory requirement, Purchasing reserves the right to delete that specification or mandatory requirement. FAILURE TO
proposer’s (Contractor’s) response information shall become the Contract.

1.1    Purpose
       The University of Wisconsin-Madison, hereinafter referred to as the “University”, through its Purchasing Services
       Department, hereinafter referred to as “Purchasing”, is requesting proposals for the University Health Services
       hereinafter referred to as “Department”, for the purchase of an Electronic Medical Records Software System.

       The University does not guarantee to purchase any specific quantity or dollar amount. Proposals that
       require purchase of a specific quantity or dollar value shall be disqualified.

       University Health Service (UHS) currently uses a “hybrid” clinical information system, using vendor-provided software
       first acquired in 1998 to support scheduling, eligibility determination, patient demographics, reporting, and very limited
       charting of patient data. All other health records (both medical and mental health) remain essentially in a paper-
       based system for charting documentation on patients. The purpose of this RFP is to identify a vendor solution to
       provide an enterprise wide electronic health record system for University Health Services. The new product will
       interface with existing external ancillary systems, such as the laboratory system, the pharmacy system,
       dictation/transcription systems, as well as any others identified in the RFP. The new EMR system must interface with
       any future system that is HL7 and XML compliant. UHS desires a proven application for a health care organization
       and primary care clinic, as well as a flexible product to meet various needs for clinical documentation for UHS.
1.2    Organization of this Solicitation Document
       This document is divided into Six main sections. The sections also refer to “Attachments” when such organization
       assists in making this document more fluid. The six main sections are:

       Section 1    General Information (generally states the intent of the solicitation)
       Section 2    Instructions to Proposers (contains Information on the proposal process)
       Section 3    Performance and Contract Requirements (contains performance clauses that will become part of any
                    awarded contract).
       Section 4    Requirements of All Proposals (contains all information Proposers must submit as part of their
       Section 5    Evaluation (contains detail on the evaluation of proposals)
       Section 6    Checklist and Signature Page (contains check-off list)

1.3    Definitions
       The following definitions are used throughout the Special Conditions of Proposal:

       Contractor means successful vendor awarded the bid.
       CPT means Current Procedural Technology
       Department means UW Madison University Health Services
       DSM means Diagnostic and Statistical Manual
       EMR means Electronic Medical Records
       HL7 means Health Level Seven
       ICD means International Classification of Diseases
       MBE means Minority Business Enterprise.
       MMPI means Minnesota Multiphasic Personality Inventory
       Proposer means a firm submitting a Proposal in response to this Request for Proposal.
       RFP means Request for Proposal.
       SNOMED means Systematized Nomenclature of Medicine
       SOAP means Simple Object Access Protocol
       State means State of Wisconsin.
       UHS means University Health Services
       University means University of Wisconsin-Madison.
       XML means Extensible Markup Language
UNIVERSITY OF WISCONSIN                                             PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                       PAGE 2 OF 41

1.4    Incurring Costs
       The State of Wisconsin is not liable for any cost incurred by proposers in replying to this RFP.

1.5    Affirmative Action
       As a State agency, the University requires contractors issued a purchase order exceeding $25,000.00 to provide an
       Affirmative Action Plan. Failure to comply appropriately with these requirements can lead to your company being
       banned from doing business with any agency of the State of Wisconsin. Additionally, failure to comply can result
       in termination of this contract, or withholding of payment. On the Bidder Response Sheet please provide the
       requested information.

       For additional information see section 17.0 of the Standard Terms and Conditions
       (www.bussvc.wisc.edu/purch/stdterms1.html ). Some exceptions may apply, and instructions for completing a plan
       are available upon request.

1.6    Wisconsin Sales and Use Tax Registration
       No award can be made to a vendor who is not in compliance with Sec. 77.66 of the Wisconsin State Statutes
       (vendornet.state.wi.us/vendornet/wocc/certtax.asp) relating to sales and use tax certification.

       If you have not established a certification for Collection of Sale and Use Tax status with the Wisconsin Department of
       Revenue, the University and any other state agency can not issue any purchase orders to your firm. For additional
       information see http://www.dor.state.wi.us/html/vendlaw.html

1.7    Debarment
       Federal Executive Order (E.O.) 12549 “Debarment“ requires that all contractors receiving individual awards, using
       federal funds, and all subrecipients certify that the organization and its principals are not debarred, suspended,
       proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from doing
       business with the Federal Government. As a part of this bid document there is debarment language and a signature
       block for you to self certify your debarment status on the Bidder Response Sheet. Failure to supply this information
       may disqualify your bid. Information on debarment is available at the following websites: www.epls.gov and

1.8    VendorNet
       The State of Wisconsin has implemented a registration service on an internet system called “VendorNet” to
       enable vendors to receive notice of all official sealed proposals (over $25,000.00) as solicited by all state

       To obtain information on the state’s bidder registration, please visit the VendorNet Web site at
       http://vendornet.state.wi.us or call the VendorNet Information Center (1-800-482-7813). In the Madison area,
       please call 264-7898.

1.9    Electronic Commerce Contracts
       The terms of this RFP/RFB will take precedence over any auxiliary or ancillary contract that may be accepted by any
       employee of the University or State. Any terms, conditions, clauses or specifications that are not consistent with the
       terms, conditions, or specifications of the RFP/RFB will be considered null and void and will not be enforceable by the
       contractor unless agreed to in a written amendment format signed by the Contract Administrator. These contracts
       include, at a minimum, “Wrap Around”, “Click and Wrap”, Electronic Commerce contracts, auxiliary or ancillary
       service contracts, or any other additional contracts that further define or add additional service elements to the master

1.10   Parking
       University parking is very limited. Each Contractor and/or employee(s) shall make their own arrangements for parking
       through UW Transportation Services at 610 N. Walnut Street, WARF Building Room #120, Madison, WI 53726 (608)
       263-6667. No additional costs will be allowed for parking fees or violations. Unauthorized vehicles parking in
       University lots or loading docks without permits will be ticketed and or towed.

1.11   Smoke-Free Environment
       All University buildings are smoke-free buildings. No smoking shall be permitted.

1.12   Promotional Materials
       Contractor agrees to not use promotional or marketing material which states expressly or by fair implication that the
       University endorses either the Contractor or any sponsor of such material.
UNIVERSITY OF WISCONSIN                                             PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                       PAGE 3 OF 41

                                     Section #2: RFP Process Instructions
2.1   Applicable Dates

       Date                                       Event

       February 22, 2007                          Date of Issue of the RFP

       March 5, 2007                              Written questions due

       March 21, 2007 -- 2:00 PM CDT              RFP Due Date (Local Madison Time)

2.2   Proposer Site Visit
      Proposer is encouraged but not required to visit the job site prior to submitting a Proposal to assure themselves and
      the University that they fully understand all requirements of the projects.

2.3   Clarifications and/or Revisions through Designated Contact
      All communications and/or questions in regard to this request must be in writing and proposers are encouraged to
      FAX or e-mail written questions to the Purchasing Office. Verbal questions, when permitted, must be directed to Carl
      Hubbard at (608) 262-6557.

      If a Proposer discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in this
      RFP, they have five (5) business days prior to the RFP due date to notify, in writing, Carl Hubbard at the address
      shown below of such error and request modification or clarification of the RFP document. All written questions will be
      responded to in writing and provided to all proposers.

                                                  Carl Hubbard
                                                 UW Purchasing
                                            21 N Park St, Suite 6101
                                            Madison, WI 53715 1218
                                        E-mail: chubbard@bussvc.wisc.edu
                             PHONE 608/262-6557 -- FAX 608/262-4467 – TTY 608/262-0825

      If a Proposer fails to notify the Purchasing Office of an error in the RFP document which is known to the Proposer, or
      which must have reasonably been known to the Proposer, then the Proposer shall submit a response at the
      Proposer’s risk and if awarded a contract, shall not be entitled to additional compensation or time by reason of the
      error or its later correction.

      In the event that it becomes necessary to provide additional clarifying data or information, or to revise any part of this
      RFP, supplements or revisions will be provided to all recipients of this initial RFP.

2.4   Preparing the Proposal
      To be considered, Proposers must respond to each of the requirements listed in Section #4 and per the attached
      Submittal Instructions. Responses should be formatted to correspond numerically to the requirements listed in
      Section #4.

2.5   Conflict of Interest
      By submitting a proposal, the proposer certifies that no relationship exists between the proposer and the University
      that interferes with fair competition or is a conflict of interest, and no relationship exists between such proposer and
      another person or firm that constitutes a conflict of interest that is adverse to the University.

2.6   Multiple Proposals
      Proposers who wish to submit more than one proposal may do so, provided that each proposal stands alone and
      independently complies with the instructions, conditions and specifications of the request. If multiple responses are
      submitted, the University reserves the right to select the most advantageous proposal to the University.
UNIVERSITY OF WISCONSIN                                            PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                      PAGE 4 OF 41

2.7   Oral Presentations and Site Visits
      The University, at its sole discretion, may require oral presentations and/or site visits to supplement the proposals.
      Failure of a proposer to conduct a presentation on the date scheduled may result in rejection of the proposal. Oral
      presentations cannot be used as an opportunity to alter the proposals.

2.8   Proprietary Information
      Any information contained in the Proposer’s response that is proprietary must be clearly designated. Marking of the
      entire response as proprietary will neither be accepted nor honored. The University cannot guarantee that all
      such material noted remains confidential, particularly if it becomes a significant consideration in contract
      award. Information will only be kept confidential to the extent allowed by Wisconsin Public Disclosure Law.

2.9   Reasonable Accommodations
      University will provide reasonable accommodations, including the provision of informational material in an alternative
      format, for qualified individuals with disabilities upon request. If you think you need accommodations for your site
      visit, contact Carl Hubbard at (608) 262-6557 (voice) or (608) 262-0825 (TTY).
UNIVERSITY OF WISCONSIN                                              PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                        PAGE 5 OF 41

                           Section #3: Performance and Contract Requirements

3.1   Contract Terms and Conditions
      A contract will be awarded based on the criteria established in this RFP. The terms and conditions of the contract will
      minimally contain:

      3.1.1   The minimum contract requirements identified in this Section #3.
      3.1.2   The Proposer’s commitments identified in their responses to Section #4.
      3.1.3   The University Standard Terms and Conditions of Contract as provided in Attachment E.
      3.1.4   Any finally negotiated terms and conditions.

3.2   Scope
      See Specifications (Attachment A)

3.3   Term of Contract
      The contract effective date shall commence upon the successfully negotiated signed contract of the successful
      proposer as required in this RFP. The initial contract term shall be for one year from the contract effective date
      with the option of four one-year renewal periods. The University reserves the right to extend beyond the contract
      term if deemed to be in the best interest of the University.

      This contract shall automatically be extended into its second through fifth years unless the Contract Administrator is
      notified in writing by the Contractor; or the Contractor is notified by the Contract Administrator in writing 90 calendar
      days prior to expiration of the initial and/or succeeding contract period(s).

      It is the intent of the University to start the resulting Contract upon successful negotiations.

3.4   Firm Prices
      Prices must remain firm the initial contract term. Prices established may be lowered due to general market conditions.

      Price increase requests proposed after the initial Contract term must be received by Purchasing in writing 60 calendar
      days prior to the effective date of proposed increase for acceptance or rejection. Proposed price increases are
      limited to fully documented cost increases submitted with the request. If Purchasing deems cost increases are not
      acceptable, it reserves the right to rebid the contract in whole or part. Acceptance of the price increases shall be in
      the form of an amendment to the contract publication.

      Price increases must be labeled with the contract number and be submitted in the same format as the original
      Proposal. Any price increase requested that is not submitted in the proper format may be rejected.

3.5   Payment Terms
      The University will pay the Contractor each phase in accordance with milestones and achievements and as
      accepted by the University.

      Contractor may submit a progress payment plan but in any case, payment will only be made for work performed and
      such payment plan shall not exceed amounts indicated below:

      Signing of Contract - 10%
      Software Delivery and Installation for Testing – 20%
      Identified Milestones for work accomplished - 40%
      Final Acceptance as defined in this Section 3.7: Balance of Payment due
UNIVERSITY OF WISCONSIN                                              PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                        PAGE 6 OF 41

3.6    Invoicing Requirements
       Invoices for Purchase Orders:
       1. Contractor must agree that all invoices and purchasing card charges shall reflect the prices and discounts
            established for the items on this contract for all orders placed even though the contract number and/or
            correct prices may not be referenced on each order.

            The University must meet a statutory mandate to pay or reject invoices within 30 days of receipt by
            University Accounts Payable. Before payment is made, it also must verify that all invoiced charges are
            correct as per this Contract. Only properly submitted invoices will be officially processed for payment.
            Prompt payment requires that your invoices be clear and complete in conformity with the instructions
            below. All invoices must be itemized showing:

                Contractor name
                remit to address
                purchase order number
                date of order
                complete item description identical to those stated in bid
                prices per the Contract

            The original invoice and two copies must be sent to University Accounts Payable, 21 N Park St, Suite 5301,
            Madison, WI 53715-1218.

       2.   Final payment may not be made until the item is operating according to specifications and has been
            accepted by the University.

3.7    Acceptance and Testing
       See Software Rider, Attachment F.
       Final payment shall not be made until the product is operating according to specifications and has been accepted by
       the University.
       Dwayne Sackman, or his designee, is the only authorized person who can sign an acceptance form. The warranty
       period will begin following the successful acceptance testing.

3.8    On Site Service
       In carrying out the scope of this Contract, the Contractor shall be required to perform services on University property.
       Proposers cost must include all transportation and insurance charges. The contractor is required to maintain
       insurance in compliance with “Standard Terms and Conditions Section 22, Insurance“, and Section 3.9 below.

3.9    Insurance
       The Contractor shall maintain insurance levels as required in STANDARD TERMS AND CONDITIONS, SECTION
       22.0. A certificate of insurance must be provided upon contract award and provided on an annual basis.

       The Contractor shall add the “Board of Regents of the University of Wisconsin System, its officers, employees and
       agents” as an additional insured under the commercial general, automobile and Contractor’s liability policies.

3.10   Contract Termination
       After the initial term of the Contract, the University may terminate the Contract at any time, without cause, by providing
       30 days written notice to the Contractor. If the Contract is so terminated, the University is liable only for payments for
       products provided or services performed, to the extent that any actual direct costs have been incurred by the
       contracted proposer pursuant to fulfilling the contract. The University will be obligated to pay such expenses to date
       of the termination.

       Contract Termination may occur for the following reason: Shall either party fail to perform under the terms of this
       Contract; the aggrieved party may notify the other party in writing via certified mail of such failure and demand that the
       same be remedied within five calendar days. Should the defaulting party fail to remedy the same within said period,
       the other party shall then have the right to terminate this Contract immediately. Performance failure can be defined
       as but not limited to: Failure to adhere to implementation schedule as specified in the contract, failure to maintain the
       Ongoing Performance Requirement of 99.9% (See Software Rider, Attachment F), or failure to provide any of the
       conditions of the Specifications or Special Conditions of Proposal.
UNIVERSITY OF WISCONSIN                                              PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                        PAGE 7 OF 41

       Failure to maintain the required Certificates of Insurance, Permits and Licenses shall be cause for Contract
       termination. If the Contractor fails to maintain and keep in force the insurance as provided in #22 of the
       University's Standard Terms and Conditions, the University has the right to cancel and terminate the Contract
       without notice.
       If at any time a petition in bankruptcy shall be filed against the Contractor and such petition is not dismissed within 90
       calendar days, or if a receiver or trustee of Contractor's property is appointed and such appointment is not vacated
       within 90 calendar days, the University has the right, in addition to any other rights of whatsoever nature that it may
       have at law or inequity, to terminate this contract by giving 90 calendar days notice in writing of such termination.
       If at any time the contractor performance threatens the health and/or safety of the University, the University has the
       right to cancel and terminate the Contract without notice.
       All notices of performance failure shall be submitted in writing to Purchasing, 21 N Park St, Suite 6101, Madison WI
       53715-1218. Purchasing will be the final authority for all grievances not resolved through University Health Services.

3.11   Record and Audit
       The Contractor shall establish, maintain, report as needed, and submit upon request records of all transactions
       conducted under the contract. All records must be kept in accordance with generally accepted accounting
       procedures. All procedures must be in accordance with federal, State of Wisconsin and local ordinances.

       The University shall have the right to audit, review, examine, copy, and transcribe any pertinent records or documents
       held by the Contractor related to this contract. The Contractor shall retain all applicable documents for a period of not
       less than five years after the final contract payment is made. The University reserves the right to inspect any facilities
       used to support this Contract.

3.12   Eligible Purchasers
       All University of Wisconsin-Madison campus locations, other U.W. System campuses, State of Wisconsin agencies,
       and Wisconsin municipalities may be eligible if offered from the proposer to purchase from this contract. Proposers
       are to state on the RFP Checklist whether they will agree to provide items to these other locations.

       A Wisconsin municipality is defined by Wisconsin Statute 16.70(8) to include counties, cities, villages, towns, school
       boards, sewage, drainage, vocational, technical and adult education districts, and other bodies with the power to
       award public contracts.

       This contract must not be construed as mandatory upon any University campus, State agency or municipality. The
       University reserves the right to issue a separate Proposal when deemed in the best interest of the University.

3.13   Subcontractors
       3.13.1  The Contractor shall be directly responsible for any subcontractor's performance and work quality when
               used by the Contractor to carry out the scope of the job

       3.13.2    Subcontractors must abide by all terms and conditions under this Contract.

       3.13.3    If subcontractors are to be used, the Contractor must clearly explain their participation.

3.14   Fair Price Analysis
       Purchases made under this proposal may require further fair price analysis. Prior to award, the awarded contractor
       will be required to provide documentation (i.e. published price list, list of previous buyers, etc.) to allow the
       University to complete this analysis
UNIVERSITY OF WISCONSIN                                               PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                         PAGE 8 OF 41

3.15   Executed Contract to Constitute Entire Contract
       The University's Request for Proposal, the proposal responses, written communications and this Contract constitute
       the entire Contract between the parties. The hierarchy of documents in descending order for resolution is as follows:

       A.   Final Contract Agreement
       B.   Request for Proposal Number 07-5945, dated February 22, 2007, amendments/attachments
       C.   Standard Terms and Conditions
       D.   Response received
       E.   Written communications

       Any conflict in terms shall be governed by the highest listed document.

3.16   Severability
       If any provision of this contract shall be, or shall be adjudged to be, unlawful or contrary to public policy, then that
       provision shall be deemed to be null and separable from the remaining provisions, and shall in no way affect the
       validity of this contract.
UNIVERSITY OF WISCONSIN                                               PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                         PAGE 9 OF 41

                                  Section #4: Requirements of All Proposals

NOTE: Failure to respond to all items in this section may be deemed as sufficient reason to reject any proposal. Please
format your response to correspond numerically with items listed below.

4.1    Proposers must complete the RFP Checklist and Submittal Page in Section #6 of this RFP, and sign in ink.
       (0 points – Mandatory Response)

4.2    Proposer must complete the Client Reference List provided in Attachment C.
       (Mandatory Response, See 4.6.1.n)

4.3    Proposer must complete the Minority Business Enterprise (MBE) Program Awareness, Compliance & Action Plan
       provided in Attachment D.
       (0 Points – Mandatory Response)

4.4    Proposer must provide contact information for the following:
       (0 Points – Mandatory Response)

                                       NAME                                PHONE NUMBER         FAX NUMBER
       Contract Renewal/               _________________                   _______________      _____________
       Invoice Information             _________________                   _______________      _____________

       Ordering/Expediting             _________________                   _______________      _____________

       MINORITY REPORTING:                                                 PHONE NUMBER         FAX NUMBER
                 Contact Name:         __________________________          _______________      ___________
                      Address:         __________________________
                             E-mail:   __________________________

       AFFIRMATIVE ACTION:                                                 PHONE NUMBER         FAX NUMBER
                 Contact Name:         __________________________          _______________      ___________
                      Address:         __________________________

4.5    Complete the Cost Proposal Section, Attachment B, (120 points)
UNIVERSITY OF WISCONSIN                                              PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                        PAGE 10 OF 41

4.6        Provide responses to the following:
      4.6.1. Vendor Information                                                                                    255
      a. What is the length of time that your firm has been in business?                                             15
      b. How has your company been associated with EMR Software?                                                     15

      c.     Did you company develop or acquire the product? If acquired, from whom and when?                       15
     d. Please provide an organization chart of your business and the number of employees. Also
 provide a description of your development and support team, including years of experience.                         15
      e. Please provide an objective means (D&B, independent audit report, venture capital
 information) of demonstrating your company’s financial stability.                                                  15
      f.    Please describe how your past experiences, successes, and current capabilities will be used
 to execute the proposed implementation plan, to perform the contract, and support the installation,
 training, customization, and maintenance of the proposed systems.                                                  15
     g. Please describe your performance on previous contracts or services. This includes previous
 and existing compliance by the vendor with laws relating to the contract or services.                              15
      h.     Has a client ever canceled an agreement with your company? If yes, describe.                           15
      i.    Does your company have business relationships with any other major education institutions?
 If yes, describe.                                                                                                  15
     j. Describe a situation where there was conflict with a customer and how it was resolved or why it
 was not resolved.                                                                                                  15
      k. Are there any user groups affiliated with your company for the purpose of advancing users’
 operation of the product? If so, please describe the organization of the user group and how its
 operations are financed.                                                                                           15
      l. Please describe your commitment to the proposed product, as well as its recent record of
 performance. In the discussion, include a list of product enhancement history as well as planned future
 enhancements. Also include in the discussion whether the enhancements were made in response to
 specific customer requests, customer user group requests, and/or regulation requirements.                          15
      m.     Please list a least four health service information system installations on campuses and
 health service organizations similar in size and scope to the UW-Madison and include the name,
 address, and telephone number of an individual at each installation who can be used as a reference.
 (See Attachment C, Client Reference List.) Selected organizations may be contacted to determine the
 quality of work performed, quality of staff assigned to the installation and quality of ongoing support.           15
     n.   Have multiple contractors participated in preparing your proposal? Identify each contractor
 and sub-contractor..                                                                                               15
      o.   There are other companies who provide similar products as yours – why do you feel you are
 the best choice for us?                                                                                            15
      p.    What is your mission statement or business philosophy?                                                  15
UNIVERSITY OF WISCONSIN                                             PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                       PAGE 11 OF 41

      4.6.2.    Implementation Plan                                                                                  30
      a. Please describe the implementation plan for the proposed system. Include the name of the
project leader, the project leader’s background, tasks to be performed by the vendor, tasks to be
performed by UHS staff and the time frame associated with each task. Identify for vendor related tasks,
whether the task will be completed on-site or remotely. Clearly indicate the implementation plan’s
critical path. Indicate the preferred job title or responsibilities of UHS staff who would be involved.
Specifically, please describe what your preferred plan for phased implementation would be.                          10
    b. Please describe your past experience with implementing an integrated electronic health
record/practice management system.                                                                                   5
    c. Please describe the method(s) you have used to migrate current electronic appointment
scheduling, patient demographic data and medical record information to the proposed system.                         10
    d. Please describe the method(s) you have used to migrate paper medical record data to the
proposed system.                                                                                                     5

    4.6.3.   Training Plan and Documentation                                                                         30
    a.    Describe the training program for the proposed system. Describe specifically the training
requirements for the different user roles. Also describe the amount if any, of didactic (classroom)
versus hands-on or on-the-job training necessary to complete the training plan.                                     15
    b.    Describe in detail and completely, the level and quality of the documentation available for the
system, including technical system and program documentation, user documentation, and operations
documentation. UHS reserves the right to inspect sample documentation as part of the evaluation
process.                                                                                                            10
    c.   Describe whether the proposed system can be set up in training or testing mode; thereby
safeguarding actual patient data.                                                                                    5

     4.6.4.    Vendor Support                                                                                        30
     a.    Please describe the various levels of customer support offered. Include the days of week and
times of day that direct telephone support is available, whether there are “tiers” of support levels
available, local support availability, and options for support via e-mail and remote access. Indicate any
hardware, software, access requirements necessary to provide your support plans.                                     5
     b.    Describe software maintenance policies and warranties that are available.                                 5
     c.  What is your recorded history of turn around time for emergency calls? Non-emergency
calls? Describe any performance guarantees you would be willing to offer. Provide documentation of
support performance (customer satisfaction) measures.                                                                5
    d.   Describe the minimum UHS staff resources needed to provide in-house support of the
proposed system. Indicate technical skills required.                                                                 5
    e.    Describe your process for measuring customer/user satisfaction with support services.                      5
UNIVERSITY OF WISCONSIN                                             PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                       PAGE 12 OF 41

     4.6.5.   Hardware Requirements                                                                                15
     a.    Describe the hardware upon which the proposed system was designed to run most efficiently.
Include CPU size, memory minimums, storage device size, and any other features necessary to provide
reliable and optimal performance of the proposed system.                                                           5
    b.    Please describe the potential need for server hardware expansion based on data volume
and/or anticipated software upgrades.                                                                              5
    c.   Please describe the hardware requirements for the end user workstations, printers (general
and special – i.e. label printers), and other hardware needed to run the proposed system. Indicate
make and models if such requirements are necessary for support of the proposed system.                             5

    4.6.6.    Software System Requirements                                                                         35
     a.  Describe the server operating system upon which the proposed system was designed to
perform optimally.                                                                                                 5
     b.   Describe the end user workstation operating system that the proposed system was designed
for optimum performance.                                                                                           5
    c.     Identify software services (e.g. Microsoft’s IIS) needed to support the application.                    5
    d.     Describe how the company responds to changes in operating system releases - in both
server and workstation operating systems. Include in the description, how soon after a operating
system release, the application upgrade is available, effort involved in upgrading the application as a
result of an operating system release, and backwards compatibility.                                               10
     e.   Describe your standard backup procedures. Are there any special processes or limitations
that would affect standard backup procedures?                                                                      5
     f.   If the system doesn’t use TCP/IP for network communications, please describe network
protocol requirements.                                                                                             5
UNIVERSITY OF WISCONSIN                                             PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                       PAGE 13 OF 41

    4.6.7.    Application Architecture                                                                                55
     a. Identify the database management system, the programming languages and architecture used
to create the proposed system and the web portal.                                                                     5
    b. Can someone query any column in any application table? In other words, do you pack table
columns with multiple data variables?                                                                                 5
     c. List the date of the last version release, the estimated date of the next version release, and the
frequency of software upgrades over the last 3 years.                                                                 5
    d. Describe the process used to upgrade the proposed application to accommodate customer
enhancement requests, application fixes and changes in health care regulations, practices, and
advances in technology.                                                                                               5

     e. If the proposed system is based on popular commercial software, such as Microsoft SQL,
describe how your company handles the upgrading and backwards compatibility of the proposed system
in regards to the commercial software.                                                                                5
    f. Does the proposed system support remote access? If yes, describe the
hardware/software/security requirements needed to support such access.                                                5
     g. The proposed system must be available for on-line transactions 24 hrs/day, 7 days/week with
peak usage between 7 am to 7 pm, Monday thru Friday. Please describe how the proposed system can
guarantee this availability. Include in your discussion, the availability of transaction logs, directory
replication, multiple servers and other methods that may be used to recover from a minor or major
disaster.                                                                                                             5

    h.    Please describe the routine maintenance that is needed for the proposed system. Include
whether the proposed system must be taken off line to complete the routine maintenance.                               5
    i.  Do you customize your application to customer specifications? If so, include the cost in the
Cost worksheet.                                                                                                       5
    j.   Is the software code available for purchase? If so, include the cost in the Cost worksheet.                  5

    4.6.8.    Security Features                                                                                       20
     a.    Describe how the proposed system ensures accuracy and reliability of the stored data.
Include in your description the authorization levels employed to access the data and application
functions.                                                                                                            5
     b.   Does the proposed system use an electronic signature, encryption, and/or third party
authentication to ensure the accuracy of the stored data? If so, please describe the process and
software/hardware requirements necessary to support such security measures.                                           5
     c.   Describe the auditing levels and reports in use by the proposed system. Include in the
description whether the system audits all database transactions and if the audit trail includes date/time
stamps, workstation id, transaction type, and user id.                                                                5
     d.   Is your proposed system is fully HIPAA compliant? If not, please explain.                                   5
UNIVERSITY OF WISCONSIN                                              PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                        PAGE 14 OF 41

    4.6.9.    Patient Registration                                                                                 70

    a.   Ability for UHS staff and patients to add and update patient demographic data.                           10
     b. Track at a minimum, the following demographic data: student id, student name (first, last,
middle), name changes, enrollment status, international/domestic status, birth date, gender, email
address, campus address, home address and 2 telephone numbers.                                                     5
     c. Support a real-time one-way directional interface from the campus’ Peoplesoft ISIS (Integrated
Student Information System) to update student demographic information. (This is for present use.
Please note that UHS and campus administration may agree in the future to implement a two way
interface that would allow posting to student accounts receivable.)                                                5
     d. Ability to provide an interface with the University of Wisconsin Hospital and Clinics’ clinical
information system.                                                                                                5
     e.   Provide for the ability to maintain eligibility information.                                             5
    f.   Provide the ability for an authorized user to delete demographic data for patients that have
never been seen by UHS.                                                                                            5
     g.   Provide a bi-directional interface to exchange scheduling data to another IMAP calendaring
server such as Microsoft’s Exchange. Patient data should be removed when sending appointments to
the administrative calendar.                                                                                      15
     h.   Provide on-demand merging of duplicate patient records.                                                  5
   i.    Search patient demographic data via student id number or phonetic (soundex) last name, first
name lookup.                                                                                                       5
   j.   Audit all changes in demographic data and record user – date/time stamp.                                   5
   k.    Provide reporting capability on the audit changes.                                                        5

    4.6.10.     Appointment Scheduling                                                                           210
    a.     Provide a means of associating the records created by trainees, physician assistants and
nurse clinicians with permanent staff in charge of overseeing their work.                                         10
    b.     Allow a provider to be scheduled in multiple clinics.                                                   5
    c. Provide ability to schedule non-direct-provider appointments such as a lab test visit.                      5
    d.     Provide the ability to schedule a triage or intake visit                                                5
    e.     Provide the ability to send a triage or intake visit to a provider.                                     5
    f.   Provide resource scheduling of group rooms, exam rooms, procedure rooms, medical
equipment as well as ability to link to a patient encounter.                                                       5
    g. Permit double booking of provider’s schedule.                                                               5
    h.   Permit scheduling of patient groups or couples with 1 or multiple providers.                              5
    i.   Permit scheduling recurring appointments.                                                                 5
    j.   Provide ability to mark appointments according to the type of appointment that can be
scheduled. For example: new patients, same day patients, follow-up patients only                                   5
    k.      Search on appointments via phonetic (soundex) patient name, student id number, provider,
date, or time.                                                                                                     5
    l.    Search for next available appointment, qualifying selection via day, time, single provider,
provider group, clinic or appointment type.                                                                        5
    m. Permit an appointment to be scheduled, moved or re-scheduled at any time.                                   5

    n.    Permit appointment to be canceled and to include the reason for cancellation.                            5
    o.   Permit student to self schedule a selected group of appointment via a secure web portal.                 15
    p.    Permit reason for visit and additional comments to be recorded on the appointment.                       5
UNIVERSITY OF WISCONSIN                                               PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                         PAGE 15 OF 41

    4.6.10.     Appointment Scheduling                                                                               210

    q.     If a clinician’s schedule is changed, list affected appointments for rescheduling, retaining all
data of the original appt until either canceled or rescheduled.                                                       5
    r.     Facilitate appointment schedule viewing by clinician per day, per week, month.                             5
    s.    Transmit email patient appointment reminders based on parameters provided by user.                          5
    t.    Track the number of appointments per clinic per patient.                                                    5
     u.    Set an override-able limit on the number of appointments that can be scheduled at the patient
level, per patient.                                                                                                   5
     v. Audit all changes to an appointment with a date/time stamp and user name                                      5
     w. Permit reporting on appointment auditing.                                                                     5
    x.   Create appointment schedule templates to simplify the task of setting up a clinician’s or
resource schedule.                                                                                                    5
    y. Provide ability to assign scheduling and/or scheduling template privileges.                                    5
    z.   Block appointment schedule for non-patient time and specific types of appointments and
appointment lengths.                                                                                                  5
      aa. Provide for clinician appointment types that have default lengths but can vary from clinician to
clinician.                                                                                                            5
     bb. Be able to globally close or block all provider schedules or a subset of the provider schedules
for holidays or clinic closures.                                                                                      5
     cc. Any schedule change is audited with user and date/time stamp                                                 5
     dd. Permit scheduler to select and view multiple clinicians at one time.                                         5
     ee. Track appointment cancellations, no shows and moves.                                                         5
     ff. Display patient appointment history, including cancellations, no shows, and moves                            5
     gg. Automatically update the appointment to “no show” if the patient does not check in.                          5
    hh. Provide clinic daily appointment displays (list) displaying patient name, appointment time,
provider, and reason for visit.                                                                                       5
    ii.    List/display all appointments per patient.                                                                 5
    jj.   Permit selective display of appointments and patient records as determined by the agency.                   5
    kk. Provide the ability to store a complete medical record on up to 500,000 patients for ten years
and to enable retrieval under normal response times.                                                                  5
    ll.   Provide ability to associate existing paper medical record number to the electronic record.                 5
    mm. Provide fields for user customized registration comments and information entry.                               5
UNIVERSITY OF WISCONSIN                                               PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                         PAGE 16 OF 41

    4.6.11.     Patient Check-In                                                                                         45

    a.    Patient check in can be done by staff or by the patient via a secure web portal                                5
     b.   On self check-in, ask the patient to verify selected demographic information via a secure web
portal.                                                                                                                  5
    c. On self check-in, ask the patient to complete missing health history information via a secure
web portal.                                                                                                              5
     d.    On self check-in, present the patient with any appointment specific forms that need to be filled
out via the secure web portal.                                                                                           5
     e. Update the patient’s appointment with the date and time checked in                                               5
     f.    Notify clinical support staff and clinician when the patient has checked in.                                  5
     g.    Notify clinician when the patient has been roomed.                                                            5
    h.    Track the patient with the practice, showing arrival, rooming of patient, departure.                           5
    i.    An option to notify the clinician if the student has changed any health history information.                   5

    4.6.12.  Electronic Health Record Problem List                                                                       30
    a.   Organize applicable active patient data into comprehensive problem list.                                         5
     b.    Allow providers to identify and record new patient problems as well as to update the current
status of existing problems.                                                                                            10
     c. Permit reporting on the problem list by provider, patient and diagnosis                                          5
     d.    Have one problem list per patient with clinician enabled filtering.                                           5
     e.    Prohibit duplication on the problem list.                                                                     5

    4.6.13.  Electronic Health Record History                                                                            65
    a.   Maintain drug, food, and environmental allergies.                                                               15
    b.   Maintain medication history.                                                                                    10
    c. Maintains immunizations (historical and current)                                                                  10
    d.   Maintain family history.                                                                                        15
    e.   Maintain personal history.                                                                                      15

    4.6.14.     Electronic Health Record Referral                                                                        40
     a.   Support internal and external referral sites and providers by specialty, reason for referral and
location.                                                                                                                5
    b.    Maintain referral history of the patient and includes provider, referral site/provider,
reason/diagnosis, documentation needed.                                                                                  5
     c.    Maintain referral follow-up module to track whether the patient used the referral or whether
the referral sent back information.                                                                                      5
     d.     Support a HL7 bi-directional interface with multiple referral sites to permit electronic exchange
of referral data.                                                                                                        5
     e. Generate a follow-up notice to the appropriate messaging inbox.                                                 10
    f.   Provide referral reports by patient, provider, reason/diagnosis, whether the referral was kept,
whether referral information was returned.                                                                              10
UNIVERSITY OF WISCONSIN                                               PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                         PAGE 17 OF 41

    4.6.15.  Electronic Health Record Preventive Medicine                                                             35
    a.   Maintain patient intervention history                                                                         5
    b.   Design of intervention protocols by sex, age, disease state, and insurance plan.                              5
     c.   Provides health maintenance or best practice alerts to the provider when the provider opens
the record.                                                                                                           5
    d. Report on preventative measures by patient population, patient, provider, diagnosis, protocol,
and health status.                                                                                                    5
    e.    Track historical and administered vaccines in an immunization module.                                       5
    f.   Report on vaccination lot numbers.                                                                           5
     g.   Generates email or written reminders to patients for sequential and periodic immunization
series and health maintenance.                                                                                        5

    4.6.16.     Electronic Health Record Progress Note                                                              145
    a. Maintains vitals including height, weight, BMI calculation, pulse, respiratory rate, blood
pressure (multiples as well), temperature. Does the system allow customization or addition of fields?                10
   b.  Support diagnosis and procedure codes including the most current versions of CPT, ICD,
SNO-Med and DSM.                                                                                                      5
    c. Construct progress (or SOAP) notes utilizing a combination of system default, provider-
customized, and provider-defined templates.                                                                          15
     d. Includes a customizable medical and psychology terminology dictionary and a spell checker
within the progress notes data entry module.                                                                         15
    e.    Authorized users have the ability to design forms and or templates that will assist in
documenting all aspects of the patient encounter, to create defined protocols, assist in triage, and to
standardize encounter documentation.                                                                                 15
    f.    Insert a digitally recorded dictation into the appropriate portion of the SOAP note..                       5
     g.    Inter-operate with a separate voice recognition software to record dictation either alone or as
part of a template.                                                                                                  15
   h.   Incorporate in form and template design, pre-defined choices; assigning a “default” choice,
mandatory items, and normal and abnormal values.                                                                      5
     i.    Import external documents into the patient record such as letters, photographs, video, audio,
transcription and other miscellaneous documents.                                                                     15
     j.   Graph vitals including height, weight, pulse, respiratory rate, blood pressure (multiples as
well), and temperature.                                                                                              10
     k.    Incorporate results from psychological tests such as the MMPI.                                            15
     l.    Accept downloadable data from a point of service medical devices.                                          5
     m. Contains clinical anatomical diagrams with the ability to draw on them.                                       5
     n.    Cue provider to automatically update problem list from progress note.                                     10
UNIVERSITY OF WISCONSIN                                                PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                          PAGE 18 OF 41

    4.6.17.  Electronic Health Record Order Management:                                                              205
    a.   Support separate HL7 bi-directional real-time interfaces to 2 outside laboratory systems.                     15
    b.    Send lab test and panel orders via the appropriate interface to the laboratory computer
system.                                                                                                                5
    c.  Accept lab tests and panels results via the appropriate interface from the laboratory computer
system.                                                                                                                5
    d.  Maintains lab test history.                                                                                    5
    e.  Permit future and standing order lab tests.                                                                   10
   f.   Include a method of listing order results needing review and signoff, preferably using the EMR
messaging system.                                                                                                      5
    g. Detect and issue alerts for abnormal lab results, preferably using the EMR messaging system
and creating a high priority message. Provide the option for pager or phone alerts for abnormal results?              10
    h. Support the creation of lab test panels.                                                                        5
    i.    Report on lab test history by patient, date(s), lab test and by provider.                                    5
    j.    Permits graphing of lab results.                                                                             5
    k.    Detect and display duplicate orders at the time of order issuing an override-able alert.                     5
    l.    Support a HL7 bi-directional interface with various radiology systems including the ability to
receive and store digital images and the associate the radiologist’s interpretive report.                             15
    m. Send radiology view orders via HL7 bi-directional real-time interface to the radiology computer
system.                                                                                                                5
     n.    Accept radiology view orders results, written reports and digital images, via on-line, real time
interface from the radiology computer system.                                                                          5
     o.    Support HL7 bi-directional real-time interface to outside pharmacy system.                                 15
     p. Support the importation of a drug database.                                                                    5
     q.    Permit multiple drug formularies.                                                                           5
     r.    Permit ability to prescribe a non-formulary drug.                                                           5
    s.    Provide prescription writer subsystem that includes a digital signature for the prescribing
provider.                                                                                                              5
    t.    Maintain medication list incorporating data from the health history form, past medications as
reported by the patient and medications prescribed by UHS clinicians, identifying active and inactive
medications.                                                                                                           5
    u.    Provide drug-drug, drug-allergy, drug-condition, drug-food interaction information.                         15
    v.    Enable the system’s prescription writer subsystem to interact with the allergy list and alert
provider of allergy adverse reactions and permit override.                                                            15
    w. Store common prescription for quick entry specific to each provider.                                            5
    x. Quickly refill previously prescribed medications.                                                              10
    y. Provide drug/prescription information that includes side effects, adverse reactions, overdose,
dosages, forms supplied.                                                                                               5
    z.    Allows for medication refill request processing via the clinician inbox.                                    10
    aa. Provide prescription reports by patient, medication and provider                                               5
UNIVERSITY OF WISCONSIN                                              PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                        PAGE 19 OF 41

    4.6.18.   Electronic Health Record Integrity                                                                      65
    a.   Provide user defined minimum charting data elements and issue alerts if left uncompleted.                     5
    b.     Provide an electronic signature and a method to authenticate the signature on all items
requiring provider sign-off.                                                                                          5
    c.    Prevent alteration of the record once it has been signed off.                                              10
    d. Electronic signoff system can be configured for trainees to require co-signature of the staffing
provider.                                                                                                             5
    e.    Provide the ability for a signed off record to be addended.                                                 5
    f.   Provide an audit trail of all patient record access and changes, citing user and date/time
stamp of change.                                                                                                      5
      g.   If a required charting data element has been overridden, create a note or follow-up reminder
for the provider.                                                                                                     5
      h.   Permit administrative sequestering or locking of a patient record.                                         5
      i.   Enable scheduled or on-demand reporting on all aspects of the patient record audit trail.                  5
      j.   Allow restriction of access rights in accordance with user roles.                                          5
    k.    Provide an “automatic save” to capture the information in the event of a power fail or system
crash.                                                                                                               10

    4.6.19.    Electronic Health Miscellaneous Items                                                                  60
    a.   Allow viewing of multiple patient charts simultaneously.                                                     10
    b.   Permit multiple users to access the same patient’s records simultaneously.                                   10
    c.   Print on demand patient identification labels.                                                                5
     d. Permit authorized persons to print or save to cd/dvd/flash drive, the entire or selected portions
of the electronic medical record as needed for records release.                                                       5
     e.    Provide in the above patient audit trail all print and save to external media actions.                     5
     f.   Designate a primary care provider                                                                          10
    g.    Provide disease-based guidelines/protocols defined by users and is specialty specific.                     10
    h.    Provide the ability to recall patients by selected clinical indicators.                                     5

    4.6.20.   Electronic Health Patient Education                                                                     20
    a.   Provide the capability to create, review, update, or delete patient education materials                       5
    b.    Provide the capability of printing patient education materials on demand, automatically at the
end of the encounter, or via the web portal.                                                                          5
    c.    Allow user modifications to suit individual patient needs without altering the original content.            5
     d.    Allow patient instructions to be incorporated into encounter templates or selected from a
library as needed.                                                                                                    5
UNIVERSITY OF WISCONSIN                                            PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                      PAGE 20 OF 41

    4.6.21.   Electronic Health Messaging                                                                    20
    a.   Provide an inbox for each provider.                                                                  5
    b.   Provide group inboxes – such as one accessible by medical assistants or by clinic.                   5
    c.    Assign any number of users to the group inboxes (while allowing retention of individual
mailbox).                                                                                                    5
    d.    Display a visual alert when a high priority message has been received.                             5

    4.6.22. Electronic Health Telephone and E-mail Encounter                                                 15
    a. Document the provider, call reason and action taken.                                                   5
    b. Place alerts and follow-up messages to the specific provider’s messaging inbox or system
wide as required.                                                                                            5
    c. The system incorporates electronic communication into the medical record.                             5

    4.6.23.    Insurance Requirements                                                                        45
    a.   Display detailed insurance plan information.                                                         5
    b.   List insurance claim status                                                                          5
    c.   Automatically verify claim for accurate and appropriate diagnosis code                               5
    d. Provide automatic claims resubmission (user definable by insurance carrier)                            5
    e. Provide unlimited insurance-specific fee schedules                                                     5
    f.   Allow multiple insurance holders per patient                                                         5
    g.   Provide multiple insurance coverage and effective dates                                              5
    h. Provide for eligibility confirmation in addition to insurance coverage.                                5
    i.   Ability to change visit guarantor on a per encounter basis.                                          5
UNIVERSITY OF WISCONSIN                                           PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                     PAGE 21 OF 41

    4.6.24.   Accounting                                                                                         85
    a.   Post payment information in real time and in batch.                                                      5
    b.   Integrate payment data with encounter and patient account data.                                          5
    c. Support posting of charges to an external bursar system.                                                   5
    d. Support the collection of fees for procedures and equipment not covered by the student’s
segregated fee.                                                                                                  5
    e.   Maintain and track transactions associated with the billing and collection of fees.                     5
    f.   Support multiple pricing based on student/non-student status.                                           5
    g.   Prepare and print billing invoice.                                                                      5
    h.   Support aged accounting and notification requirements.                                                  5
    i.  Permit the ability to bill by patient account to multiple payers.                                        5
    j.   Process settlements, refunds, credits and adjustments.                                                  5
     k.   Accept record and process a variety of payment types such as cash, credit card, and
interdepartmental invoice.                                                                                       5
     l.  Process payments or co-payments made at the time of service.                                            5
     m. Full and partial payments must be able to be applied and posted in aggregate by account, or
by encounter, or by individual charge.                                                                           5
     n.    Payment information should be easily accessible to support managerial reporting as well as
real time patient account query.                                                                                 5
    o.    Provide a means of easily identifying, querying and reporting on delinquent charges.                   5
    p.   Provide information regarding patient accounts and account balances including aging.                    5
    q.   Track changes to accounting data including user name and date/time stamp.                               5

    4.6.25.   Reporting                                                                                          85
    a.   Provide a variety of standard reports and report templates to be run by authorized users                 5
     b.    Allow authorized users to create customized reports from the standard reports or report
templates.                                                                                                       5
     c.    Provide the ability to query the database elements either by your own comprehensive and
flexible report writer or by a commercial report writer such as Crystal Reports                                  5
     d.    Provide for editing and saving report queries and formats for future use.                             5
     e.    Export data in delimited text format.                                                                15
     f.    Allow authorized users to set up automated reporting schedules.                                       5
     g. Permit automated reports to be emailed to the user or stored on the server.                              5
     h. Produce reports in a variety of formats (lists, tables, forms).                                          5
     i.    Allow data to be grouped or nested within a report                                                    5
     j.    Perform Boolean searches and data subset selection                                                    5
     k.     Perform joins on multiple datasets or tables using key fields.                                       5
     l.    Sort data on single and multiple variables                                                            5
    m. Perform basic statistical analysis (count, max, min, range, mean, median) on appropriate data
elements                                                                                                         5
    n.   Provide the ability to search free text and include it in reports.                                      5
    o.   Provide the ability to report on demographic and outcome data.                                          5
UNIVERSITY OF WISCONSIN                                               PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                         PAGE 22 OF 41

    4.6.26.  Technical Requirements                                                                                   140
    a. Support a minimum of 150 concurrent users.                                                                       10
    b. Display sub-second application response time on most common operations.                                           5
      c.   Place an emphasis on user friendly attributes such as on-line help, user prompting, minimal
clicking to accomplish a task or to navigate throughout the system, use of “standard Microsoft”
attributes such as right/left clicking, hot keys, and a display that uses the workstation’s display
properties,                                                                                                            15
      d. Allow each user to navigate to all areas of the system with minimal steps.                                    15
      e.   Incorporate a consistent presentation of the information across the entire system                           10
     f.   Provide within the application to choose a printer from a list of available printers when sending
information to a printer.                                                                                              10
     g.   Log out timer will save the data before logout.                                                              10
     h.   Log out timer will have a configurable audible alert.                                                         5
     i.   The time of the log out time can be adjustable per user.                                                      5
    j.   Provide workstation specific, portal specific, and server specific application error logs to aid in
supporting the system                                                                                                   5
    k.    Interface with a secure portal providing secure messaging, appointment scheduling, history
form recording, and appointment specific form recording, check-in, and lab result retrieval.                           15
    l.    Allow authorized UHS users access to the system’s table definitions.                                         10
    m. Support web portal authentication via the campus LDAP system.                                                    5
     n.   Support the addition of a minimum of 25,000 patient records yearly with a 10 year retention
period.                                                                                                                 5
     o.   Provide separate test/training system that is updated nightly from the production system.                     5
     p.   ALL database transactions are logged for up to the minute recovery.                                           5
     q.   The application client is Citrix® compatible.                                                                 5

    4.6.27.  Security and Privacy Requirements                                                                          45
    a.   The system is HIPAA privacy and security compliant.                                                             5
     b.     Controls access to and within the system at multiple levels through a consistent mechanism
of identification and authentication of all users in accordance with the role based access control
standard.                                                                                                               5
     c. Provides audit trail analysis via scheduled and on-demand reporting.                                            5
     d.     Provide password log-in and password aging.                                                                 5
     e. Encrypt passwords at all levels.                                                                                5
     f.    System log-on can be accomplished via biometrics and smart cards.                                            5
     g.     Log on status is time-limited.                                                                              5
     h. Provide the ability to track release of information consent forms.                                              5
     i.    Provide the ability to allow authorized user(s) to mark encounters as “Confidential”.                        5
UNIVERSITY OF WISCONSIN                                           PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                     PAGE 23 OF 41

                             Section #5: Evaluation and Award of Contract(s)

5.1   Proposal Scoring
      Proposals meeting mandatory requirements will be reviewed by an evaluation committee and scored against the
      stated criteria. The committee may, at its sole discretion, review references, request oral presentations, and conduct
      an on-site visit and use the results in scoring the proposals. Proposals from certified Minority Business Enterprises
      may have points weighted by a factor of 1.00 to 1.05 to provide up to a five percent (5%) preference to these
      businesses. The evaluation committee's scoring will be tabulated and proposals ranked based on the numerical
      scores calculated.

5.2   Scoring Criteria and Method
      For each response required of the Proposer in Section #4, the points provided in parentheses represents the total
      possible points available for each response. The responses will be evaluated based on the relative merits to the
      needs of the State of Wisconsin (rather than relative to competing Proposer’s responses). The proposals will be
      scored and ranked independently by each committee member and the resulting scores will be averaged to determine
      the highest scoring proposal.

            Scoring                                                                    Points
                4.5       Cost Proposal                                                      120
                4.6.1.    Vendor Information                                                 255
                4.6.2.    Implementation Plan                                                 30
                4.6.3.    Training Plan and Documentation                                     30
                4.6.4.    Vendor Support                                                      30
                4.6.5.    Hardware Requirements                                               15
                4.6.6.    Software System Requirements                                        35
                4.6.7.    Application Architecture                                            55
                4.6.8.    Security Features                                                   20
                4.6.9.    Patient Registration Requirements                                   70
                4.6.10.   Appointment Scheduling                                             210
                4.6.11.   Patient Check-In Requirements                                       45
                4.6.12.   Electronic Health Record Problem List                               30
                4.6.13.   Electronic Health Record History                                    65
                4.6.14.   Electronic Health Record Referral                                   40
                4.6.15.   Electronic Health Record Preventive Medicine                        35
                4.6.16.   Electronic Health Record Progress Note                             145
                4.6.17.   Electronic Health Record Order Management:                         205
                4.6.18.   Electronic Health Record Integrity                                  65
                4.6.19.   Electronic Health Miscellaneous Items                               60
                4.6.20.   Electronic Health Patient Education                                 20
                4.6.21.   Electronic Health Messaging                                         20
                4.6.22.   Electronic Health Telephone and E-mail Encounter                    15
                4.6.23.   Insurance Requirements                                              45
                4.6.24.   Accounting                                                          85
                4.6.25.   Reporting                                                           85
                4.6.26.   Technical Requirements                                             140
                4.6.27.   Security and Privacy Requirements                                   45
            Total                                                                          2015
UNIVERSITY OF WISCONSIN                                             PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                       PAGE 24 OF 41

      5.2.1   The lowest priced proposal will receive 100% of the allotted cost points. All other proposals will be scored
              using the formula as follows:

               Lowest Proposed Cost
                       (constant) __      X        Maximum evaluation points given to cost             = SCORE
               Other Proposer's Cost
               (varies according to proposal being scored)

              Calculation of points awarded to subsequent proposals will use the lowest dollar proposal amount as a
              constant numerator and the dollar amount of the firm being scored as the denominator. This result will
              always be less than one. The result is then multiplied by the number of points given to the cost section of the

      5.2.2   For all other non-pricing related responses, points will be awarded relative to the needs of the State of
              Wisconsin, as solely determined by the evaluation committee members.

5.3   Best and Final Offers
      At the sole discretion of the University, the highest scoring proposer or proposers may be requested to submit best
      and final offers. If best and final offers are requested, they will be evaluated against the stated criteria, scored and
      ranked. There is no obligation on the part of the University to request best and final offers.

5.4   Contract Award
      The contract will be awarded to the highest scoring proposer providing contract negotiations are successful.

5.5   Notification of Award
      All proposers who respond to this RFP will be notified in writing of the University's award of contract(s) as a result of
      this RFP. After notification by Purchasing of the notice of award, file copies of proposals will be available for public
      inspection. Proposers must schedule document inspection with the Contract Administrator responsible for managing
      this RFP.
UNIVERSITY OF WISCONSIN                                            PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                      PAGE 25 OF 41

                                Section #6: RFP Checklist and Submittal Page
6.1   Proposer has responded to all items in Section # 4,” Requirements of All Proposals”. ___________(Initial)

6.2   In accordance with Wisconsin Statutes 16.75 (3m) & 16.752, please indicate if you are a Wisconsin Certified
      minority business:

      ____________ YES ____________ NO ____________ NOT APPLICABLE
       (If no answer is indicated on the above, we will assume you are neither when making the award)

6.3   Pursuant to Public Law 95-507, indicate which of the following classifications apply to your organization. All
      vendors are considered large business unless otherwise indicated (see website: http://www.sba.gov/). (Check all
      that apply.)

      ____________ LARGE BUSINESS (LG)
      ____________ SMALL BUSINESS (SB)

6.4   MINORITY BUSINESS PARTICIPATION: As a mandatory component of this proposal (or bid), you must complete
      the “Minority Business Enterprise (MBE) Awareness, Compliance & Action Plan” form that is a part of this document.

      I have reviewed and completed The “MBE Awareness, Compliance & Action Plan” form.

      ____________ YES       ____________ NO

6.5   In preparing this RFP, this Proposer has not been assisted by any current or former employee of the State of
      Wisconsin whose duties relate to this RFP and who was assisting in other than his or her official capacity. Neither
      does such a person or any member of his or her immediate family have any financial interest in the outcome of this
      RFP. ____________(Initial)

6.6   AMERICAN MADE: Wisconsin Statutes S. 16.754, directs the state to purchase materials which are manufactured
      to the greatest extent in the United States when all other factors are substantially equal. “Substantially equal” means
      when proposals are tied or proposal scores are equal. Indicate whether the material covered in your proposal were
      manufactured in whole or in substantial part within the United States, or the majority of the component parts thereof
      were manufactured in whole or in substantial part in the United States.

      ____________ YES       ____________ NO       ____________ UNKNOWN
UNIVERSITY OF WISCONSIN                                              PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                        PAGE 26 OF 41

6.7    Proposer agrees to make the terms of the resulting contract available on a convenience use basis for other UW-
       System Campuses and to other State Agencies, municipalities, and school districts if awarded a contract.

       ____________ YES       ____________ NO

      Any correspondence, price lists or other documents must include reference to Contract number 07-5945 and be sent
      to the Contract Administrator. The Contract Administrators are authorized to give the approvals required under this
      contract on behalf of the University.

       A.    University
             The Contract Administrator for the University is:

                                                     Carl Hubbard
                                           University of Wisconsin-Madison
                                                  Purchasing Services
                                                21 N Park St, Suite 6101,
                                                Madison WI 53715-1218
                                        PHONE (608) 262-6557/FAX: (608) 262-4467
                                        EMAIL: chubbard@bussvc.wisc.edu

             Day- to-day operations for the University will be handled by:

                                                      To Be Determined

         B. Contractor
            Contractor must provide knowledgeable individuals, acceptable to the University, who will provide the following
            administrative support functions:

             The Contract Administrator for the Contractor who is authorized to give the approvals required under this
             Contract is:

                                  _______________________________________ (Name)
                                _______________________________________ (Company)
                                 _______________________________________ (Address)
                                 _______________________________________ (Address)
                                  PHONE ________________ -- FAX ________________
                                 EMAIL _________________________________________

             A Contract Administrator to act with full authority on the Contractor’s behalf in all matters pertaining to the

             Day- to-day operations for the Contractor will be handled by:

                                  _______________________________________ (Name)
                                _______________________________________ (Company)
                                 _______________________________________ (Address)
                                 _______________________________________ (Address)
                                  PHONE ________________ -- FAX ________________
                                 EMAIL _________________________________________
UNIVERSITY OF WISCONSIN                                                PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                          PAGE 27 OF 41

The Proposer certifies by submission of the proposal that neither it nor its principals is presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal
department or agency. ___________ (Initial)

In signing this proposal, we have read and fully understand and agree to all terms, conditions and specifications and acknowledge
that the University Purchasing Services proposal document on file shall be controlling. We certify that we have not, either directly or
indirectly, entered into any contract or participated in any collusion or otherwise taken any action in restraint of free competition; that
no attempt has been made to induce any other person or firm to submit or not to submit a proposal; that this proposal has been
independently arrived at without collusion with any other proposer, competitor or potential competitor; that this proposal has not
been knowingly disclosed prior to the opening of bids to any other proposer or competitor; that the above stated statement is
accurate under penalty of perjury.

Name and Title of Signing Officer (print)

Company Name and Address

_______________________                        _____________________ __________________
Telephone                                        Fax Number            Tax I.D. Number

_____________________________________________________________                                   __________________
Signature                                                                                       Date
UNIVERSITY OF WISCONSIN                                               PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                         PAGE 28 OF 41


In order to be considered, the proposed system must have the following capabilities:

1. Create, add, and update patient demographic data from an imported text student registrar data file.
2. Schedule more than 150 providers composed of physicians, medical residents, medical students,
   physician assistants, registered nurses, nurse practitioners, psychologists, psychology interns, social
   workers, counselors, massage therapists, or other providers of health care services that UHS may
3. Provide the ability to maintain a patient’s problem list.
4. Provide the ability to maintain a patient’s health history .
5. Provide the ability to document all types of patient encounters.
6. Provide the ability to document the encounter’s referrals, laboratory, radiology, and pharmaceutical
7. Provide an internal messaging system.
8. Provide the ability to import insurance plan information.
9. Be in full compliance with Federal Health and Human Services regulations for "Standards for Privacy
   of Individually Identifiable Health Information".

Your signature on the RFP Checklist and Submittal Page (Section 6) warrants that your proposal
meets all of these mandatory requirements.
UNIVERSITY OF WISCONSIN                                            PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                      PAGE 29 OF 41


        Record the costs of your various support programs. Use multiple forms if necessary

        Are the features of the proposed EMR system modular in nature? If so, describe each module. Include whether the
         modules are prerequisites of another or standalone. Record the module cost information below.
        Item        Qty                        Description                          Unit Price            Line Total
         1         1 Lot      Software license for EMR software                  $_____________

                              Module ___________________________                $______________
                              Module ___________________________                $_______________

                              Module ____________________________              $________________
         2       ____hours    Installation of and training in use of EMR          $________/hr
                              software                                                                  $__________

         3          1 lot     Implementation and Training Travel expenses,                              $__________
                              estimated not to exceed
         4          1 lot     Software license renewal and annual support
         5          1 lot     Cost of Source Code, if available

         6          1 lot     Cost of migration plan


         7         1 each     Other Costs (Specify)

                              LOT TOTAL (ITEMS 1-7)


Optional Items, not for award purposes:
                    Qty                        Description                          Unit Price
    Item           /Unit
         8       1/each       Customization Rate
UNIVERSITY OF WISCONSIN                                         PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                   PAGE 30 OF 41


Proposer Name:____________________________________________________________________________________
The Proposer must provide a minimum of four (4) business references.

1.     Reference Name: _____________________________________________ Contact: _____________________________
Address: ____________________________________________________ Phone: # ( ) __________________________
Fax/Internet address:_______________________________________________________________________________
Description and date(s) of commodities and services provided: _____________________________________________

2.     Reference Name: _____________________________________________ Contact: _____________________________
Address: ____________________________________________________ Phone: # ( ) __________________________
Fax/Internet address:_______________________________________________________________________________
Description and date(s) of commodities and services provided: _____________________________________________

3.     Reference Name: _____________________________________________ Contact: _____________________________
Address: ____________________________________________________ Phone: # ( ) __________________________
Fax/Internet address:_______________________________________________________________________________
Description and date(s) of commodities and services provided: _____________________________________________

4.     Reference Name: _____________________________________________ Contact: _____________________________
Address: ____________________________________________________ Phone: # ( ) __________________________
Fax/Internet address:_______________________________________________________________________________
Description and date(s) of commodities and services provided: _____________________________________________
References may be contacted to confirm the Proposer’s abilities and qualifications as stated in the Proposer’s
Response. The University may deem the Proposer’s Response unresponsive if a reference is not obtainable from a
listed reference after reasonable attempts.
UNIVERSITY OF WISCONSIN                                               PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                         PAGE 31 OF 41



RFP NUMBER: 07-5945                                                                      DATE

As a matter of sound business practice, the University of Wisconsin-Madison is committed to supply diversity by promoting
the use of minority business whenever and wherever possible. Further, as an agency of the State of Wisconsin, the University
of Wisconsin-Madison shares in the state goal of placing five (5) percent of its total purchasing dollars with certified minority

The State of Wisconsin policy provides that minority owned business enterprises (MBE) certified by the Wisconsin
Department of Commerce; Bureau of Minority Development should have the maximum opportunity to participate in the
performance of its contracts. You as a supplier, are strongly urged to use due diligence to further this policy by awarding
subcontracts to minority owned business enterprises or by using such enterprises to provide goods and services incidental to
this Contract, with a goal of awarding 5% of the contract price to such enterprises.

Your complete response on this attachment, will address the following components; a) an indication that you
understand the University’s goal, b) a listing of any vendors with which you intend to subcontract, c) a description of the
various second tier MBE expenses you will be able to report to us that are in direct connection with the administration of
this contract, and d) a statement expressing your commitment to complete the required semi annual reports that will reflect
your subcontract and second tier expenditures for the period.

A listing of certified minority businesses, as well as the services and commodities they provide, is available on the web at:
http://www.doa.state.wi.us/deo/mbe/minority_search.asp or you can contact Jo-Ann Moore, Wisconsin Department of
Administration, Minority Business Enterprise Program at 608-267-3293 joann.moore@wisconsin.gov.

Information regarding certification of minority businesses is available at: http://commerce.wi.gov/BD/BD-FAX-0910.html or you
can direct further questions to Seyoum Mengesha at 414-220-5362 or seyoum.mengesha@wisconsin.gov.

Authority for this program is found in Wisconsin Statutes 15.107(2), 16.75(4), and 16.755 and 560.036(2), and details about
the program can be found at: http://www.doa.state.wi.us/pagesubtext_detail.asp?linksubcatid=36
UNIVERSITY OF WISCONSIN                                               PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                         PAGE 32 OF 41

                                      Complete and sign the following form:
Failure to complete this form as a component of your proposal may result in rejection of your proposal.

1. Our company is a Wisconsin certified MBE.                                                 _____ Yes    _____No

2. Our company is a minority business but has not yet received Wisconsin certification
  (please provide details).                                                                  _____ Yes    _____No

3. We are aware of the University’s goal to spend 5% of their total purchasing dollars
   with certified MBE firms.                                                                 _____ Yes    _____No

4. If this is an on-going contract, we are aware our company will receive semi annual
   requests from the University report all expenditure activity directed to sub-contracted
   vendors or second tier suppliers/providers that directly relate to this contract.         _____ Yes    _____No

5. Our company intends to subcontract the indicated dollar volume with the MBE firms listed below:

In addition to direct subcontracting efforts, your company can help the University achieve the 5% goal by managing
your second tier minority purchases. Second tier business refers to incidental business expenses your company may
spend with MBE firms as it pursues the normal course of business supplying the University products or services. Here
are some examples:
          You may report a percentage of your inbound freight conducted with an MBE firm.
          You may report a percentage of the cleaning expenses for your facility.
          If you travel to maintain your business with us, you could use a MBE travel agency and report that
These expenses can only be reported to the extent that they relate to your business with the University. The
percentage of the expense you can report is determined by the amount of your University sales as it relates to your
total sales volume.
Per the terms of your contract you should actively pursue directing business towards these types of companies, and
report your efforts in this regard on a semi annual basis.

6. In paragraph form please describe your company’s action plan with regard to the planned use of MBE businesses in
subcontracting efforts, as well as developing second tier MBE providers. Please incorporate your specific

SIGNATURE: ________________________________________________ DATE: ______________________________

PRINTED NAME & TITLE: __________________________________ COMPANY: ______________________________
UNIVERSITY OF WISCONSIN                                                    PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                              PAGE 33 OF 41

                                                   UNIVERSITY OF WISCONSIN - MADISON
                                                    STANDARD TERMS AND CONDITIONS
                                                   FOR REQUESTS FOR BIDS/PROPOSALS

    1.0   SPECIFICATIONS: The specifications in this request are the minimum acceptable. When specific manufacturer and model
          numbers are used, they are to establish a design, type of construction, quality, functional capability and/or performance
          level desired. When alternates are bid/proposed, they must be identified by manufacturer, stock number, and such other
          information necessary to establish equivalency.         The UW-Madison shall be the sole judge of equivalency.
          Bidders/proposers are cautioned to avoid bidding alternates which may result in rejection of their bid/proposal.
    2.0   DEVIATIONS AND EXCEPTIONS: Deviations and exceptions from original text, terms, conditions, or specifications shall
          be described fully, on the bidder's/proposer's letterhead, signed, and attached to the request. Each deviation and exception
          must be identified by the section, page and paragraph to which it applies. In the absence of such statement, the
          bid/proposal shall be accepted as in strict compliance with all terms, conditions, and specifications and the bidder/proposer
          shall be held liable.
    3.0   QUALITY: Unless otherwise indicated in the request, all material shall be first quality. Items which are used,
          demonstrators, obsolete, seconds, or which have been discontinued are unacceptable without prior written approval by the
    4.0   QUANTITIES: The quantities shown on this request are based on estimated needs. The University reserves the right to
          increase or decrease quantities to meet actual needs.
    5.0   PRICING AND DISCOUNT: The University qualifies for governmental discounts and its educational institutions also qualify
          for educational discounts. Unit prices shall reflect these discounts.
          5.1   Unit prices shown on the bid/proposal or contract shall be the price per unit of sale (e.g., gal., cs., doz., ea.) as stated
                on the request or contract. For any given item, the quantity multiplied by the unit price shall establish the extended
                price, the unit price shall govern in the bid/proposal evaluation and contract administration.
          5.2   Prices established in continuing agreements and term contracts may be lowered due to general market conditions, but
                prices shall not be subject to increase for ninety (90) calendar days from the date of award. Any increase proposed
                shall be submitted to the University thirty (30) calendar days before the proposed effective date of the price increase,
                and shall be limited to fully documented cost increases to the Contractor which are demonstrated to be industry-wide.
                The conditions under which price increases may be granted shall be expressed in bid/proposal documents and
                contracts or agreements.
          5.3   In determination of award, discounts for early payment will only be considered when all other conditions are equal and
                when payment terms allow at least fifteen (15) days, providing the discount terms are deemed favorable. All payment
                terms must allow the option of net thirty (30).
    6.0   UNFAIR SALES ACT: Prices quoted to the University are not governed by the Wisconsin Unfair Sales Act.
    7.0   ACCEPTANCE-REJECTION: The University reserves the right to accept or reject any or all bids/proposals, to waive any
          technicality in any bid/proposal submitted, and to accept any part of a bid/proposal as deemed to be in the best interest of
          the State of Wisconsin.
    8.0   ORDERING: Purchase orders or releases via purchasing cards shall be placed directly to the Contractor by University. No
          other purchase orders are authorized.
    9.0   PAYMENT TERMS AND INVOICING: The University normally will pay properly submitted vendor invoices within thirty (30)
          days of receipt providing goods and/or services have been delivered, installed (if required), and accepted as specified.
          9.1   Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order
                including reference to purchase order number and submittal to the correct address for processing. Invoice payment
                processing address is shown on the upper left corner of the purchase order. Send invoices to the Accounts Payable
                address on the purchase order. Do not send invoices to the ship to address.
          9.2   Payment shall be considered timely if the payment is mailed, delivered, or transferred within thirty (30) days after
                receipt of a properly completed invoice, unless the vendor is notified in writing by the agency of a dispute before
                payment is due.
          9.3   Bidders/proposers shall include discounts for early payment (See 5.3) as a percent reduction of invoice. Invoice
                discounts shall be determined, where applicable, from the date of acceptance of goods and/or the receipt of invoice,
                whichever is later. Discounts for early payment terms stated on the bid/proposal must be shown plainly on the invoice;
                discounts for early payment not shown on the invoice will be taken.
          9.4   Invoices submitted not in accordance with these instructions will be removed from the payment process and returned
                within ten (10) days.
          9.5   Payment terms and invoicing for procurement card will be made in accordance with the procurement card contact.
    10.0 TAXES: The University, an agency of the State of Wisconsin, is exempt from payment of all federal tax and Wisconsin state
         and local taxes on its purchases except Wisconsin excise taxes as described below. The Department of Revenue of the
         State of Wisconsin does not issue a tax exempt number; however, University is exempt from State of Wisconsin sales or
         use tax under s.77.54(9a)(a). Registration No. 39-73-1021-K, was issued by the Internal Revenue Service to authorize tax-
         free transactions under Chapter 32 of the Internal Revenue Code.
          10.1 The University, an agency of the State of Wisconsin, is required to pay the Wisconsin excise or occupation tax on its
               purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel. However, it
               is exempt from payment of Wisconsin sales or use tax on its purchases. The University may be subject to other
               states' taxes on its purchases in that state depending on the laws of that state. Contractors performing construction
               activities are required to pay state use tax on the cost of materials.
    11.0 GUARANTEED DELIVERY: Failure of the Contractor to adhere to delivery schedules as specified or to promptly replace
         rejected materials shall render the Contractor liable for all costs in excess of the contract price when alternate procurement
         is necessary. Excess costs shall include the administrative costs.
UNIVERSITY OF WISCONSIN                                                   PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                             PAGE 34 OF 41

    12.0 ENTIRE AGREEMENT: These Standard Terms and Conditions shall apply to any contract or order awarded as a result of
         this request except where special requirements are stated elsewhere in the request; in such cases, the special requirements
         shall apply. Further, the written contract and/or order with referenced parts and attachments shall constitute the entire
         agreement and no other terms and conditions in any document, acceptance, or acknowledgment shall be effective or
         binding unless expressly agreed to in writing by the University.
    13.0 APPLICABLE LAW: This contract shall be governed under the laws of the State of Wisconsin. The Contractor shall at all
         times comply with and observe all federal and state laws, local laws, ordinances, and regulations which are in effect during
         the period of this contract and which in any manner affect the work or its conduct. The University reserves the right to
         cancel any contract with a federally debarred Contractor or a Contractor which is presently identified on the list of parties
         excluded from federal procurement and non-procurement contracts.
    14.0 ANTITRUST ASSIGNMENT: The Contractor and the University recognize that in actual economic practice, overcharges
         resulting from antitrust violations are in fact usually borne by the purchaser. Therefore, the Contractor hereby assigns to the
         University any and all claims for such overcharges as to goods, materials or services purchased in connection with this
    15.0 ASSIGNMENT: No right or duty in whole or in part of the Contractor under this contract may be assigned or delegated
         without the prior written consent of the University.
    16.0 DISPUTES: Disputes should be addressed to the University Purchasing Office, Director of Purchasing Services, 21 N Park
         St, Suite 6101, Madison WI 53715-1218.
         17.1 In connection with the performance of work under this contract, the Contractor agrees not to discriminate against any
              employe or applicant for employment because of age, race, religion, color, handicap, sex, physical condition,
              developmental disability as defined in s.51.01(5), Wisconsin Statutes, sexual orientation as defined in s.111.32(13m)
              Wisconsin Statutes, or national origin. This provision shall include, but not be limited to, the following: employment,
              upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other
              forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation,
              the Contractor further agrees to take affirmative action to ensure equal employment opportunities.
         17.2 Contracts estimated to be over twenty-five thousand dollars ($25,000) require the submission of a written affirmative
              action plan by the Contractor. An exemption occurs from this requirement if the Contractor has a workforce of less
              than twenty-five (25) employes. Within fifteen (15) working days after the contract is awarded, the Contractor must
              submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical
              assistance regarding this clause are available from the contracting state agency.
         17.3 The Contractor agrees to post in conspicuous places, available for employes and applicants for employment, a notice
              to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin
              nondiscrimination law.
         17.4 Failure to comply with the conditions of this clause may result in the Contractor's becoming declared an "ineligible"
              Contractor, termination of the contract, or withholding of payment.
         17.5 To the extent required by law, 41 CFR 60-1.4(a) and (b) are incorporated by reference in these Standard Terms and
              Conditions. Additionally, the Contractor certifies compliance with 41 CFR 60-1.8 and does not and will not maintain
              any facilities provided for employees in a segregated manner. The Contractor further agrees to obtain identical
              certifications from any subcontractors prior to the award of a subcontract exceeding $25,000 which is not exempt and
              will retain such certification for audit purposes.
    18.0 PATENT INFRINGEMENT: The Contractor selling to the University the articles described herein guarantees the articles
         were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the
         articles described herein will not infringe any United States patent. The Contractor covenants that it will at its own expense
         defend every suit which shall be brought against the University (provided that such Contractor is promptly notified of such
         suit, and all papers therein are delivered to it) for any alleged infringement of any patent by reason of the sale or use of such
         articles, and agrees that it will pay all costs, damages, and profits recoverable in any such suit.
    19.0 SAFETY REQUIREMENTS: All materials, equipment, and supplies provided to the University must comply fully with all
         safety requirements as set forth by the Wisconsin Administrative Code, Rules of the Industrial Commission on Safety, and
         all applicable OSHA Standards.
    20.0 MATERIAL SAFETY DATA SHEET: If any item(s) on an order(s) resulting from this award(s) is a hazardous chemical, as
         defined under 29CFR 1910.1200, provide one (1) copy of a Material Safety Data Sheet for each item with the shipped
         container(s) and one (1) copy to UW Safety Department, 30 N. Murray Street, Madison WI 53715-2609.
    21.0 WARRANTY: Unless otherwise specifically stated by the bidder/proposer, equipment purchased as a result of this request
         shall be warranted against defects by the bidder/proposer for one (1) year from date of receipt. The equipment
         manufacturer's standard warranty shall apply as a minimum and must be honored by the Contractor.
    22.0 INSURANCE RESPONSIBILITY: The Contractor performing services to the University shall:
         22.1 Maintain worker's compensation insurance as required by Wisconsin Statutes for all employees engaged in the work.
         22.2 Maintain commercial liability, bodily injury and property damage insurance against any claim(s) which might occur in
              carrying out this agreement/contract. Minimum coverage shall be one million dollars ($1,000,000) liability for bodily
              injury and property damage including products liability and completed operations. Provide motor vehicle insurance for
              all owned, non-owned and hired vehicles that are used in carrying out this contract. Minimum coverage shall be one
              million dollars ($1,000,000) per occurrence combined single limit for automobile liability and property damage.
         22.3 The state reserves the right to require higher or lower limits where warranted.
         22.4 Upon request by the University, the Contractor is required to provide a Certificate of Insurance with a
              minimum 60 day cancellation notice, from an insurance company licensed to do business in the State of
              Wisconsin, with a minimum AM Best rating of A-, and signed by an authorized agent.
UNIVERSITY OF WISCONSIN                                                   PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                             PAGE 35 OF 41

    23.0 CANCELLATION: The University reserves the right to cancel any contract in whole or in part without penalty due to
         nonappropriation of funds or for failure of the Contractor to comply with terms, conditions, and specifications of this contract.
    24.0 VENDOR TAX DELINQUENCY: Vendors who have a delinquent Wisconsin tax liability may have their payments offset by
         the State of Wisconsin.
    25.0 OMNIBUS RECONCILIATION ACT: (Public Law 96-499) To the extent required by law, if this contract is for acquisition of
         services with a cost or value of $25,000 or more within any 12-month period, including contracts for both goods and
         services in which the services component is worth $25,000 or more within any 12-month period, the Contractor shall in
         accordance with 42 C.F.R., Part 420, Section 1861 of the Omnibus Reconciliation Act of 1980 (P.L. 96499) and permit the
         comptroller general of the United States, the United States Department of Health and Human Services, and their duly
         authorized representatives, access to the Contractor's books, documents and records until the expiration date of four (4)
         years after the approval of procurement activities.
    26.0 PUBLIC RECORDS ACCESS: It is the intention of University to maintain an open and public process in the solicitation,
         submission, review, and approval of procurement activities. Bid/proposal openings are public unless otherwise specified.
         Records may not be available for public inspection prior to issuance of the notice of intent to award or the award of the
    27.0 PROPRIETARY INFORMATION: Any restrictions on the use of data contained within a request must be clearly stated in
         the bid/proposal itself. Proprietary information submitted in response to a request will be handled in accordance with
         applicable State of Wisconsin procurement regulations and the Wisconsin public records law. Proprietary restrictions
         normally are not accepted. However, when accepted, it is the vendor's responsibility to defend the determination in the
         event of an appeal or litigation.
         27.1 Data contained in a bid/proposal, all documentation provided therein, and innovations developed as a result of the
              contracted commodities or services cannot be copyrighted or patented. All data, documentation, and innovations
              become the property of the State of Wisconsin.
         27.2 Any material submitted by the vendor in response to this request that the vendor considers confidential and proprietary
              information and which qualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or material which can be kept
              confidential under the Wisconsin public records law, must be identified on a Designation of Confidential and
              Proprietary Information form (DOA-3027). Bidders/proposers may request the form if it is not part of the Request for
              Bid/Request for Proposal package. Bid/proposal prices cannot be held confidential.
    28.0 DISCLOSURE: If a state public official (s. 19.42, Wisconsin Statutes), a member of a state public official's immediate
         family, or any organization in which a state public official or a member of the official's immediate family owns or controls a
         ten percent (10%) interest, is a party to this agreement, and if this agreement involves payment of more than three thousand
         dollars ($3,000) within a twelve (12) month period, this contract is voidable by the state unless appropriate disclosure is
         made according to s. 19.45(6), Wisconsin Statutes, before signing the contract. Disclosure must be made to the State of
         Wisconsin Ethics Board, 44 E. Mifflin Street, Suite 601, Madison, Wisconsin 53703 (Telephone 608-266-8123).
         28.1 State classified and former employes and certain University faculty/staff are subject to separate disclosure
              requirements, s. 16.417, Wisconsin Statutes.
    29.0 ANTI-KICKBACK ACT of 1986: (41 USC 51 et. seq): To the extent required by law, the officer or employe responsible for
         submitting this bid shall certify, in accordance with 48 CFR 52.203-7, to the best of their knowledge, that they have no
         information concerning the violation of the Anti- Kickback Act in connection with the submitted bid/proposal. Signing the
         bid/proposal with a false statement shall void the submitted bid/proposal and any resulting contract(s).
    30.0 RECYCLED MATERIALS: The University is required to purchase products incorporating recycled materials whenever
         technically or economically feasible. Bidders/proposers are encouraged to bid/propose products with recycled content
         which meet specifications.
    31.0 HOLD HARMLESS: The Contractor will indemnify and save harmless the State of Wisconsin and all of its officers, agents
         and employees from all suits, actions, or claims of any character brought for or on account of any injuries or damages
         received by any persons or property resulting from the operations of the Contractor, or of any of its Contractors, in
         prosecuting work under this agreement.
    32.0 PROMOTIONAL ADVERTISING/NEWS RELEASES: Reference to or use of the State of Wisconsin, any of its
         departments, agencies (University ) or other subunits, or any state official or employee for commercial promotion is
         prohibited. News releases pertaining to this procurement shall not be made without prior approval of the University.
         Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the
         contracting agency.
    33.0 WORK CENTER CRITERIA: A work center must be certified under s. 16.752, Wisconsin Statutes, and must ensure that
         when engaged in the production of materials, supplies or equipment or the performance of contractual services, not less
         than seventy-five percent (75%) of the total hours of direct labor are performed by severely handicapped individuals.
    34.0 FOREIGN CORPORATION: A foreign corporation (any corporation other than a Wisconsin corporation) which becomes a
         party to this Agreement is required to conform to all the requirements of Chapter 180, Wis. Stats., relating to a foreign
         corporation and must possess a certificate of authority from the Wisconsin Department of Financial Institutions, unless the
         corporation is transacting business in interstate commerce or is otherwise exempt from the requirement of obtaining a
         certificate of authority. Any foreign corporation which desires to apply for a certificate of authority should contact the
         Department of Financial Institutions, Division of Corporation, P. O. Box 7846, Madison, W I 53707-7846; telephone (608)
UNIVERSITY OF WISCONSIN                                              PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                        PAGE 36 OF 41


              2.0     ACCESS TO SOFTWARE
              5.0     INSTALLATION
              6.0     LICENSE/TITLE
              7.0     LICENSED PROGRAM TESTING
              8.0     MAINTENANCE ASSURANCE
              10.0    PROGRAM SERVICES
              12.0    RELOCATION OF SOFTWARE
              14.0    SOFTWARE STANDARDS
              16.0    TECHNICAL SERVICES
              17.0    TRAINING

STATEMENT OF PURPOSE: The Software Rider provides terms and conditions relating to acquisition of information
systems software which is offered in a pre-packaged form by a Contractor.

1.0      ACCEPTANCE/STANDARD OF PERFORMANCE: After software installation is complete, Contractor shall certify in
         writing to the University that the software is installed and ready for use on the University's system. With Contractor's
         assistance, the agency shall begin performing acceptance tests within thirty (30) calendar days of receipt of such
         notification. The tests will determine whether the following acceptance criteria are met:

         a.      Software operates in conformance with Contractor's technical specifications and functional descriptions.

         b.      Software meets the specifications and performs the functions as contained in the University's solicitation

         c.      Software is capable of running on a repetitive basis as supplied by the University, without failure.

         d.      Software is capable of meeting the performance expectation as expressed in the University's solicitation

         e.      Software does not require modifications to other operational software systems and does not cause
                 performance degradation of other systems operating on the University's computing system and network.

         The acceptance period of 90 consecutive calendar days shall commence within thirty (30) days of the installation
         date at which time operational control becomes the responsibility of the University. The University will give notice to
         Contractor as to the actual date when the acceptance period will begin.

         If problems are encountered during the acceptance period, it is not required that the 90 day period expire in order
         for a new acceptance period to begin, once all problems have been resolved. If the software meets the University's
         acceptance criteria for 90 calendar days from the commencement of the acceptance period it shall be deemed to
         have met the University's standard of performance. Contractor agrees that this standard of performance shall not
         be reduced in the course of the University's usage of the software.

         If successful completion of the acceptance period is not attained within 90 calendar days from the installation date,
         the University shall have the option of terminating this Agreement upon written notice without penalty or continuing
         the acceptance test.
UNIVERSITY OF WISCONSIN                                             PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                       PAGE 37 OF 41

       The University's option to terminate this Agreement shall remain in effect until such time as a successful acceptance
       test is completed. Contractor shall be liable for all outbound preparation and shipping costs for contracted items
       returned under this clause. Upon successful completion of the acceptance test, the University shall promptly notify
       Contractor in writing of the acceptance and authorize the payments beginning with the first day following

2.0    ACCESS TO SOFTWARE: Contractor, its agents or employees shall have access to inspect or observe the
       University's use of the software at reasonable times upon first giving notice to the University of Contractor's intent to
       perform such inspection.

3.0    DOCUMENTATION AND OPERATING MANUALS: Contractor shall provide, at no additional charge, operating
       manuals which describe in detail the software capabilities, its operation, installation procedures, error messages
       with identification of probable causes, software modification procedures and techniques, and program interfaces. An
       electronic copy of these manuals will be furnished for each individual piece of software ordered by the University.
       Updated, revised, or replacement manuals published by Contractor shall be provided free of charge pursuant to the
       requirements specified in this section. Contractor agrees that the University may make such additional copies of
       documentation supplied pursuant to this section as are needed for use by University employees.


       4.1     FIXES: For the contracted term as established in the software maintenance and technical support
               agreement which start after the University's acceptance of the software, Contractor shall correct any and all
               errors in the soft-ware, regardless of whether the error is brought to the attention of Contractor by another
               user of the software or by the University, or by any other person. Contractor shall provide the University
               with program fixes for errors within thirty (30) days after Contractor is made aware of the errors; provided,
               however, that upon request of the University, Contractor shall correct any error reasonably deemed
               important to the University's continued use of the software within ten (10) days after the University has
               notified Contractor in writing of the error. Contractor understands that if the application of program fixes to
               the software or failure to supply program fixes for the software causes the effectiveness level to fall below
               the University's Ongoing Performance Requirement that the University may terminate this agreement.

       4.2     UPGRADES AND ENHANCEMENTS: For the contracted term as established in the software maintenance
               and technical support agreement after the University's acceptance of the software, Contractor shall provide
               to the University, at no additional cost, any changed or enhanced versions of the software within forty-five
               (45) days after the changed or enhanced versions are made available to customers. The University shall
               have the option to perform an acceptance test as specified in this Software Rider and to accept the
               changed or revised version in lieu of the software it had accepted previously. Contractor understands that
               acceptance of changed or enhanced versions of the software by the University in no way reduces
               Contractor's obligation to meet the University's Ongoing Performance Requirement.

       4.3     FUTURE SOFTWARE OPTIONS AND REPLACEMENT SOFTWARE: Contractor grants the University the
               option, for any software for which the University has paid a one-time purchase or license fee, to acquire any
               software options or replacement software which Contractor shall make available after the acceptance date
               at the lesser of (a) Contractor's published purchase price for the software options or replacement software,
               or (b) the difference between Contractor's published purchase price for the replacement software or
               software options and the current or most recent purchaser license fee for the software or software options
               previously acquired by the University under this Agreement. This provision shall remain in effect for the
               duration of the expected lifetime of the software as specified in the University's solicitation document.

5.0    INSTALLATION: The University agrees to have the software installation site prepared in accordance with vendor's
       written specifications prior to the installation date. The University shall provide reasonable access to the installation
       site to enable Contractor to plan the installation.

       A complete minimum disruption installation plan for installing and certifying the software must be provided by
       Contractor. The plan must detail all activities to successfully install and operate the software including but not limited
       to regeneration of other system software, renaming of software entities to conform to installation site naming
       standards and security authorizations.
UNIVERSITY OF WISCONSIN                                              PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                        PAGE 38 OF 41

       Contractor agrees to provide expert staff at the University's installation site on the date specified on the University's
       order to install or direct the installation of the software. Such expert staff shall remain at the University's installation
       site until the software has been successfully installed and certified as ready for acceptance testing by Contractor.
       Upon completion of the installation, Contractor shall provide written certification to the University that Contractor's
       most recent version of all ordered software has been installed with all program fixes for known errors and that the
       software is ready for acceptance testing.

       The University's request, subject to the charges for technical services listed in Contractor's response to the
       University's solicitation document, contractor shall furnish expert assistance at the University's installation site during
       the installation of any software designated as "customer installed".

6.0    LICENSE/TITLE: Contractor grants license to the University which authorizes the University to:

      a.      use the licensed software in machine readable form on the machine(s) designated on the University's order
              for use of such licensed software and, in conjunction therewith, to store the licensed software in transmit it
              through or display it on units of equipment associated with such designated machine(s).

      b.      Licensed software provided by the Contractor in printed form may not be copied. However, additional copies
              of licensed software in printed form may be obtained by the University from Contractor under license from
              Contractor to the University at the charges listed in Contractor's response to the University's solicitation

       No right to use, print, copy or display the licensed software, in whole or in part, is granted by Contractor to the
       University, except as expressly provided by the terms of this Agreement.

       6.1     TEMPORARY LICENSE TRANSFER: The University is authorized to transfer the license to and to use the
               licensed software on: (a) a backup machine wherein the designated machine or an associated unit required
               for use of the licensed software is temporarily inoperable until the designated machine is restored to
               operable status and processing on the backup machine is completed or; (b) another machine for assembly
               or compilation of the licensed program materials if the designated machine and its associated units do not
               provide the configuration required for such assembly or compilation.

       6.2     INSTALLATION LICENSE: When "Installation License" applies to any of the items identified, the University
               is also authorized to use the licensed software on any other machine in the "same installation" as the
               designated machine.

       6.3     LOCATION LICENSE: When "Location License" applies to any of the items identified, the University is also
               authorized to use the licensed software on any other machine in the same location as the designated
               machine. For purposes of this Agreement, "same location" shall mean a single physical access location,
               unless otherwise stipulated by the University and agreed to in writing by Contractor.

       6.4     CHANGE IN DESIGNATED MACHINE: The University may give Contractor written notice of the
               University's intent to change the designation of the machine on which licensed software is to be used. In
               such event, such change of designation will be effective upon the date set forth in said written notification,
               and the change of designation shall be deemed to have effectively changed the designated machine

       6.5     ADDITIONAL LICENSES: Each additional license for the University's use of any licensed software and/or
               licensed optional materials already acquired by the University under this Agreement requires a formal
               amendment to this Agreement. After such amendment has been fully executed, the University may, upon
               notice to Contractor, in lieu of additional distribution from Contractor, copy the licensed software distributed
               to the University by Contractor in machine readable form. The testing period, if any, for such additional
               authorized use will commence on the effective date designated in the amendment; however, the permission
               hereby granted the University to copy such licensed software does not apply to licensed software provided
               to he University by Contractor in printed form.
UNIVERSITY OF WISCONSIN                                            PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                      PAGE 39 OF 41

       6.6     TITLE: Contractor represents and warrants that it is the sole owner of the licensed software product or, if
               not the owner has received all proper authorizations from the owner to license the software product, and
               has the full right and power to grant the rights contained in this Agreement. Contractor further warrants and
               represents that the software product is of original development, and that the package and its use will not
               violate or infringe upon any patent, copyright, trade secret or other property right of any other person.

       6.7     TERM OF LICENSE: The software license(s) identified in Contractor's response to the University's
               solicitation document is (are) purchased on a perpetual license basis (unless otherwise stated in the
               Contractor's response) and shall continue in perpetuity until cancelled by the University or unless terminated
               in accordance with the provisions of this Agreement. The license(s) granted to the University is (are) for the
               use of the software product(s) at any location in the Network.

       6.8     TERMS OF USE: The University's rights in licensed software developed at private expense may be
               restricted by Contractor in accordance with this Agreement. As a minimum, however, the University shall

               a.       unlimited use of such software on the equipment for which it is acquired;

               b.       use of such software with a backup system if the system(s) for which or with which it was acquired
                        is inoperative because of a malfunction, or during an emergency, or the performance of engineering
                        changes or changes in features or model;

               c.       the right to use such software at any installation to which the computer(s) may be transferred by the

               d.       the right to copy such computer programs for safekeeping (archives) or backup purposes;

               e.       the right to modify such software or combine it with other programs or material at University risk;

               f.       Nothing contained herein shall be construed to restrict or limit the University's rights to use any
                        technical data, which the University may already possess or acquire under proper authorization
                        from other sources.
               g.       All data in the EMR software belongs to the University. Should the contractor, for any reason, cease
                        to provide support or upgrades for the EMR software, it must give the University access to the EMR
                        software source code and documentation at no charge above shipping costs. If the University is
                        given the source code and documentation, it will not use the source code or documentation to
                        manufacture a competitive product, but only for the purposes of maintaining the existing EMR
                        software in a stable, usable condition, or for exporting the data to another EMR software

7.0    LICENSED PROGRAM TESTING: For each licensed software product, the testing period, if any, during which the
       software product will be made available for nonproductive use, is specified in Contractor's response to the
       University's solicitation document. The purpose of the testing period is to determine whether the licensed software
       product functions effectively and to assist the University in determining whether each licensed software product
       meets the University's requirements. Each testing period will begin ten (10) calendar days after shipment from
       Contractor of the licensed software product, but in no event prior to the University's receipt of the licensed software
       product, unless otherwise expressly provided herein.

       Subsequent releases by Contractor, if any, of any licensed software which has the same program number as
       licensed software licensed hereunder shall be made available to the University for productive use and/or testing on
       a machine specified while the University continues productive use of a previous release of that software on that
       machine. In such event, however, the University shall continue to pay contractor the charges applicable for use of
       the previous release of the licensed software until such time as the University elects to discontinue the license for
       said software. The University reserves the right to decide whether to install any such releases or continue use of a
       previous release, having given due regard to the other provisions of this Agreement.

8.0    MAINTENANCE ASSURANCE: Contractor agrees to make available maintenance services to meet the University's
       On-going Performance Requirement for as long as the software is utilized by the University. Such services shall be
       available at the prices contained in Contractor's response to the University's solicitation document, but shall in no
       event exceed these prices plus 5% per year for each year after the date of acceptance of the software.
UNIVERSITY OF WISCONSIN                                            PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                      PAGE 40 OF 41

9.0    ONGOING PERFORMANCE REQUIREMENT: Any software installed as a result of this Agreement must perform
       at an effectiveness level of 99.9% each month following acceptance during the effective life cycle of that software as
       specified in the University's solicitation document and as provided for in Contractor's response with respect to costs.
       For the purposes of this Software Rider, the effectiveness level shall be computed as the number of days in a
       calendar month that the installed software completely and continuously met or exceeded the standard of
       performance established at acceptance (as specified in the Acceptance/Standard of Performance section of this
       Software Rider) divided by the total number of days in the month, and expressed as a percentage.

10.0   PROGRAM SERVICES: For each licensed software product, the type(s) and period(s) of program services, if any,
       to be provided without additional charge for a current release of the licensed software product are specified in
       Contractor's response to the University's solicitation document.

       Program services will commence at the beginning of the licensed software testing period or, if there is no testing
       period for that license, when the charges, other than charges for early shipment of licensed printed materials, are

       10.1    LOCAL SERVICES: When a problem occurs which the University determines is caused by the use of the
               licensed software and the diagnosis of Contractor's designated representative indicates the problem is
               caused by a defect in the unaltered portion of a current release of the licensed software, Contractor's
               designated representative will perform the following problem resolution activities:

               a.       attempt to correct or bypass the defect by providing the University with correction information; or

               b.       submit documentation of the problem to the appropriate Contractor personnel for resolution; and in
                        any event,

               c.       if the program is inoperable, make every reasonable effort to resolve the problem by applying a
                        local fix or providing a bypass.

11.0   PROTECTION AND SECURITY OF LICENSED SOFTWARE MATERIALS: All copies of the licensed software
       materials made by the University including translations, compilations and partial copies within modifications and
       updated work products are the exclusive property of Contractor. The University shall reproduce and include the
       copyright notice on any such copies in accordance with the copyright instructions, if any, provided by Contractor.

       The University shall maintain sufficient records to identify the number and location of all copies of licensed software
       materials and shall notify Contractor in writing if the original or any copy of the licensed software materials will be
       kept at an installation (or location, when specified "Location License Applies"), other than that of the machine

       The University shall insure, prior to disposing of any media, that any licensed software materials contained thereon
       have been erased or otherwise destroyed.

       The University shall not provide or otherwise make available any licensed software materials in any form without
       Contractor's prior written consent except to the University's employees, Contractor's employees or other persons
       during the period they are on the University's premises for purposes specifically related to the University's lawful use
       of the licensed software.

12.0   RELOCATION OF SOFTWARE: The University may transfer the licensed software to any other University entity
       after giving notice to contractor and specifying the location and machine where the licensed software will be

13.0   RETURN OR DESTRUCTION OF LICENSED PROGRAM MATERIALS: Within thirty (30) days from the date of
       discontinuance by the University of any licensed software, the University shall notify Contractor in writing, that
       through the University's best efforts, and to the best of the University's knowledge, the original and all copies of any
       licensed program materials received from Contractor or made in connection with such license have been returned
       or destroyed. This requirement will apply to all copies in any form including translations, whether partial or
       complete, and whether or not modified or merged into other program materials as authorized herein. However,
       upon prior written authorization from Contractor, the University may retain a copy for archive purposes only.
UNIVERSITY OF WISCONSIN                                           PROPOSAL NO.: 07-5945
MADISON, WISCONSIN 53715-1218                                     PAGE 41 OF 41

       When the University has been licensed by Contractor to use a new version of the licensed software, which carries a
       different program number under an amendment to this Agreement, the University may retain the prior version of the
       licensed software for a period not to exceed ninety (90) days following the date of discontinuance of prior version of
       said programs; provided, however, that the retained prior version of said programs may be used by the University
       only if a defect in the new version prevents its use. During said ninety (90) day period, the University will pay only
       the applicable charges for the new version of the licensed software. Within thirty (30) days immediately following
       said ninety (90) day period, the University will certify in writing to Contractor that all copies of program materials
       received or made in connection with the prior version have been returned to Contractor or destroyed as set forth

14.0   SOFTWARE STANDARDS: Contractor agrees to make every reasonable effort to furnish documentation and
       machine-readable programs which will conform to standards for such documentation and programs used at the
       University's installation site. The University agrees that it will make every reasonable accommodation to its
       standards and procedures to enable Contractor's licensed software to operate efficiently and effectively on the
       University's network.

15.0   SPECIFIED OPERATING ENVIRONMENT: Each licensed software product is designed to operate on one or more
       machine types and, in most instances, in conjunction with other vendor's equipment and software. Contractor's
       response to the University's solicitation document states the environments in which the licensed software is
       designed to operate.

       The University reserves the right to exchange copies of the licensed software designed to operate in one operating
       environment for copies designed to operate in another operating environment in which Contractor has stated the
       licensed software is designed to operate. Should the University exercise this right it will pay any costs of shipping
       and handling involved in the exchange as well as any positive cost difference between the two licenses.

       Contractor acknowledges that the environment of equipment and software in which the licensed software will
       operate will be subject to frequent changes and enhancements other than those supplied by Contractor. Contractor
       agrees to cooperate with the University and other vendors of equipment and software to support the stable
       operation of the licensed software so long as the University maintains a compatible operating environment.

16.0   TECHNICAL SERVICES: Contractor's technical personnel shall be available to assist the University in
       implementation, review, and improvement of existing systems and to advise on the development, and
       implementation of new systems involving Contractor's software. Charges, if any, for this assistance have been
       included in Contractor's response to the University's solicitation document and these charges will increase by no
       more than 5% year. Any actual changes in the charges for technical services will require mutual agreement and are
       subject to the Pricing and Discount provisions of the Standard Terms and Conditions of this Agreement.

17.0   TRAINING: Contractor shall provide continuing training for personnel to achieve the level of proficiency necessary
       to support the University's use of software provided by Contractor. Charges, if any, for training have been included
       in Contractor's response to the University's solicitation document and these charges will increase by no more than
       5% per year. Any actual changes in the charges for training will require mutual agreement and are subject to the
       Pricing and Discount provisions of the Standard Terms and Conditions of this Agreement.

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