Preferred Vendor Agreement Commission

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					PART 3 : CERTIFIED IMPLEMENTATION OPTIMIZATION ORGANIZATION REGIONAL EXTENSION
         CENTER PARTICIPATION AND DIRECT ASSISTANCE SUPPORT PAYMENT AGREEMENT


The attached Certified Implementation Optimization Organization Regional Extension Center Participation
and Direct Assistance Support Agreement, between Certified IOO and MTC, establishes the criteria
and/or activities with which the IOO must comply and/or from which it must refrain, to maintain ―Certified‖
status for participation in the REC and for receipt of Direct Assistance Support payments (as more fully
described in the attached Certified IOO Agreement). Note: You are not immediately required to sign and
return the Certified IOO Agreement with your Open Enrollment Package. If, after applying the evaluation
criteria set forth in Section 1.3 and subsequent due diligence, MeHI elects to certify your firm, you will be
contacted to finalize your certification which will require the signing of the Certified IOO Agreement.


IF YOU HAVE ANY QUESTIONS REGARDING THE PREFERRED EHR VENDOR AGREEMENT, PLEASE
CONTACT JEANNE NAPOLITANO, GRANTS & CONTRACTS ADMINISTRATOR, AT MTC (508-870-0312,
X1221 OR NAPOLITANO@MASSTECH.ORG)
           Certified Implementation Optimization Organization Regional Extension Center

                   Participation and Direct Assistance Support Payment Agreement

Whereas, the Massachusetts Technology Park Corporation is a public instrumentality of the
Commonwealth of Massachusetts doing business as the Massachusetts Technology Collaborative
(―MTC‖) and having a business address at 75 North Drive, Westborough, Massachusetts;

Whereas, the Massachusetts e-Health Institute (―MeHI‖), a non-divisible component of MTC created by
Chapter 305 of the Acts of 2008 (―Chapter 305‖), is the Commonwealth entity responsible, in conjunction
with the Health Information Technology Council also established pursuant to Chapter 305, for
coordinating and facilitating the dissemination of electronic health records (―EHR‖) systems throughout
the Commonwealth in all Provider (as defined in Section 1) settings, networked through an interoperable
statewide health information exchange (―Statewide HIE‖);

Whereas, MTC, on behalf of MeHI, has been designated by the Governor of the Commonwealth to serve
as the single Regional Extension Center (―REC‖) for the Commonwealth, as that term is defined in the
HITECH Act provisions of the American Recovery and Reinvestment Act of 2009 (―ARRA‖);

Whereas, MTC, on behalf of MeHI, applied to and received from the United States Department of Health
and Human Services‘ Office of the National Coordinator for Health Information Technology (―ONC‖) an
award of funding (Award No. 90RC0016/01; CDFA No. 93.718) in the amount of Thirteen Million Four
Hundred Thirty-Three Thousand One Hundred Seven Dollars ($13,433,107) under the ARRA to support
MTC‘s responsibilities with respect to MeHI serving as the single REC for the Commonwealth (the ―Grant
Award‖);

Whereas, MTC has developed a process for qualifying and certifying certain organizations as
Implementation Optimization Organizations (―IOOs‖) that meet certain threshold requirements and that
are capable of supporting the installation, implementation and optimization of EHR systems in various
Provider settings throughout the Commonwealth;

Whereas, <insert full legal name of IOO>, <insert legal status and jursidiction>, with a principal place of
business at <insert address> (the ―Certified IOO,‖ as more fully defined in Section 1) is an IOO that has
been qualified and certified by MTC pursuant to the Certification Process (as more fully defined in Section
1); and

Whereas, the Certified IOO and MTC (collectively hereinafter referred to as the ―Parties‖) desire to enter
into this Certified Implementation Optimization Regional Extension Center Participation and Direct
Assistance Support Agreement (the ―Certified IOO Agreement,‖ as more fully defined in Section 1) with an
effective date of August 9, 2010, (the ―Effective Date‖) in order to set forth the specific terms and
conditions by which the Certified IOO will be entitled to retain its certified status, structure its contractual
relationships with and provide services to REC-Affiliated Providers and REC-Affiliated Priority Providers
(as defined in Section 1) and receive Direct Assistance Support (also as defined in Section 1) as a sub-
recipient of federal funds available from the Grant Award

Now, therefore, in recognition of the foregoing, the Parties agree on the specific parameters for Certified
IOOs‘ participation with the REC and its receipt of Direct Assistance Support as follows:

1. Definitions

    ―ARRA‖ means the American Recovery and Reinvestment Act of 2009.

    ―Basic Services‖ means the types and categories of services, as more fully set forth in Attachment C,
    being offered by Certified IOO to REC-Affiliated Providers and REC-Affiliated Priority Providers to
    implement and optimize a federally-certified EHR System to Meaningful Use.

    ―Certified IOO‖ means that IOO that has established, through its submission of a Certification
    Package and MTC‘s evaluation thereof, that it is qualified and capable of carrying out the deployment
    of a large number of EHR systems, that otherwise meets all of the qualification and certification
    requirements set forth in the Certification Package, and that is a Party to this Certified IOO
Agreement. For purposes of this Certified IOO Agreement, the Certified IOO is <insert full legal name
of IOO>.

‖Certified IOO Agreement‖ means this Certified Implementation Optimization Organization Regional
Extension Center Participation and Direct Assistance Support Payment Agreement, including all
referenced attachments hereto, as the same may be amended from time to time in accordance with
the terms of this Certified IOO Agreement.

―Certification Process‖ means the process by which an IOO that is already working with Providers to
implement an EHR System and optimize said EHR System to Meaningful Use but has not become a
Certified IOO through MTC‘s initial Request for Qualifications dated March 3, 2010, may become
certified..

"Commonwealth" means the Commonwealth of Massachusetts, and its political subdivisions or
agents where the context so requires.

―DHHS‖ means the United States Department of Health and Human Services.

―Direct Assistance Support‖ means that portion of the Grant Award allocable, in accordance with and
subject to the terms of this Certified IOO Agreement, to Certified IOO as a sub-recipient of the Grant
Award to support the implementation and optimization of EHR systems for eligible REC-Affiliated
Priority Providers with which Certified IOO has entered into Implementation and Optimization
Agreements.

―EHR system‖ means the system, software and hardware used by a Provider to maintain individual
electronic health records pertaining to the Provider‘s patients that is to be interconnected to the
Statewide HIE.

―General Counsel" means MTC's General Counsel, or, in the event that no Person holds such title at
the time in question, such other legal counsel to MTC as MTC's Executive Director may designate.

"Governmental Authority" means any national or federal government, any state or other political
subdivision thereof, and any other Person exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

―Grant Award‖ means the funding MTC, on behalf of MeHI, received from DHHS‘ Office of the
National Coordinator for Health Information Technology (Award No. 90RC0016/01; CDFA No.
93.718) in the amount of Thirteen Million Four Hundred Thirty-Three Thousand One Hundred Seven
Dollars ($13,433,107) under the ARRA to support MTC‘s responsibilities with respect to MeHI serving
as the single REC for the Commonwealth.

―Implementation and Optimization Agreement‖ means the agreement entered into between Certified
IOO and a REC-Affiliated Provider or a REC-Affiliated Priority Provider for the implementation and
optimization of such Provider‘s EHR system. Where the REC-Affiliated Provider or REC-Affiliated
Priority Provider is employed by a health care entity or by a group practice, the Implementation and
Optimization Agreement may be entered into by the entity or group practice on behalf of each of the
REC-Affiliated Providers or REC-Affiliated Priority Providers that it employs, and such Implementation
and Optimization Agreement shall be deemed to be an Implementation and Optimization Agreement
with each such REC-Affiliated Provider or REC-Affiliated Priority Provider, as the case may be.

―Meaningful Use‖ means ―meaningful use‖ as defined from time to time through a formal rulemaking
process by the Secretary of DHHS.

―MeHI‖ means the Massachusetts e-Health Institute, a non-divisible component of MTC created by
Chapter 305 of the Acts of 2008.

―MTC‖ means the Massachusetts Technology Park Corporation d/b/a Massachusetts Technology
Collaborative and any of its subsidiaries, subdivisions or affiliates, and the successors or assigns
thereof.



                                               Page 2
    ―ONC‖ means the Office of the National Coordinator of Health Information Technology within DHHS,
    and any successor agency.

    ―Priority Provider‖ means a Medicare and/or Medicaid health care professional with prescriptive
    privileges who primarily focuses on providing primary care in (1) individual and small group practices
    (defined as ten or fewer professionals with prescribing privileges), (2) public and critical access
    hospitals, (3) federally-qualified health centers, community health centers and rural health clinics, and
    (4) other settings that predominantly serve uninsured, underinsured and medically-underserved
    populations.

    ―Provider‖ means a primary care physician or other health care professional with prescriptive
    privileges; but excludes those Providers who are Medicare and/or Medicaid health care professionals
    with prescriptive privileges who primarily focus on providing primary care in (1) individual and small
    group practices (defined as ten or fewer professionals with prescribing privileges), (2) public and
    critical access hospitals, (3) federally-qualified health centers, community health centers and rural
    health clinics, and (4) other settings that predominantly serve uninsured, underinsured and medically-
    underserved populations. For purposes of this Certified IOO Agreement, except where the
    circumstances require a specific designation, Providers and Priority Providers shall be referred to
    collectively as ―Providers‖.

    ―Provider Enrollment Package‖ means the enrollment form signed and submitted by the Provider to
    the REC in order to qualify as a REC-Affiliated Provider or REC-Affiliated Priority Provider, as the
    case may be. The signing of the enrollment form indicates such Provider‘s agreement to the terms
    and conditions set out in the Provider Enrollment Package and allows the Provider access to the
    services made available by the REC from time to time.

    "Public Records Act" means the Massachusetts Public Records Act, M.G.L. Chapter 66, and any
    successor thereto.

    "Person" means any individual, partnership, corporation, limited liability company, joint venture, trust,
    unincorporated organization, Governmental Authority or any other entity.

    ―REC‖ means MeHI as the single Regional Extension Center for the Commonwealth.

    ―REC-Affiliated Provider‖ means a Provider who has signed and submitted a Provider Enrollment
    Package to the REC.

    ―REC-Affiliated Priority Provider‖ means a Priority Provider who has signed and submitted a Provider
    Enrollment Package to the REC.

    ―Statewide HIE‖ means the Commonwealth‘s single health information exchange to which the EHR
    systems will be linked in order to facilitate the sharing of health information electronically recorded
    and stored by healthcare providers to be securely exchanged between practitioners, patients,
    hospitals and ancillary service providers when necessary and consented to by the patient.

2. MTC Responsibilities. Subject to the terms and conditions set forth in this Agreement and in
   reliance on the representations and warranties set forth in this Agreement, MTC agrees that it shall
   be responsible for the following:

    a) Identification of Providers. MTC, acting on behalf of MeHI as the REC, will arrange for Providers
       to become REC-Affiliated Providers or REC-Affiliated Priority Providers by signing and submitting
       Provider Enrollment Packages that will govern the relationship between the REC and each such
       Provider, including specifying the services the REC will make available to each such Provider.
       Pursuant to each Provider Enrollment Package, MTC will provide each REC-Affiliated Provider
       and REC-Affiliated Priority Provider with a list of IOOs that MTC has certified pursuant to its
       Certification Process (or a subsequent Request for Qualifications). The selection of a Certified
       IOO to implement and optimize such Provider‘s EHR system shall be in the sole discretion of the
       Provider.




                                                    Page 3
   b) Provider Readiness Assessment. Pursuant to each Provider Enrollment Package, MTC will
      perform a general readiness assessment of each REC-Affiliated Provider and REC-Affiliated
      Priority Provider that is intended to gather Provider contact, practice and geographic information
      and information relating to such Provider‘s level of adoption of an EHR system (the ―Provider
      Readiness Assessment‖). MTC will provide information to the Certified IOO relating to the results
      of the Provider Readiness Assessment and proposed timeframe for EHR implementation for each
      REC-Affiliated Provider or REC-Affiliated Priority Provider with which Certified IOO enters into an
      Implementation and Optimization Agreement.

   c) Funds Flow. MTC shall utilize funds from the Grant Award to provide Certified IOO with Direct
      Assistance Support pursuant to the requirements and procedures set forth in Section 5 to support
      Certified IOO‘s installation and/or implementation of EHR systems for each eligible REC-Affiliated
      Priority Provider with which Certified IOO enters into an Implementation and Optimization
      Agreement.

3. Certified IOO‟s Responsibilities

   a) REC Relationship. Certified IOO will work cooperatively with MTC with regard to the REC‘s
      oversight and support of all projects that Certified IOO undertakes pursuant to an Implementation
      and Optimization Agreement with a REC-Affiliated Provider and/or a REC-Affiliated Priority
      Provider. For this purpose Certified IOO, in undertaking its responsibilities to Providers with
      which it enters into Implementation and Optimization Agreements, agrees to maintain current
      working knowledge of the then-applicable definition of Meaningful Use in order to provide for
      effective implementation and optimization of EHR systems for such REC-Affiliated Providers
      and/or REC-Affiliated Priority Providers. In addition, to the extent a Certified IOO contracts with,
      partners with or otherwise enters into any kind of relationship with a vendor of software and/or
      hardware products for EHR systems (―EHR Vendors‖) to be provided to Providers, Certified IOO
      may only utilize EHR Vendors whose EHR technology has been certified by an ONC-authorized
      testing and certification body, or an ONC-authorized certification body, as meeting the ONCs
      most current technological capability, functionality and security requirements for supporting the
      achievement of Meaningful Use.

   b) Certification Maintenance :

        i.    Certified IOO must retain its ―certified‖ status by continuously maintaining or exceeding (a)
              the threshold criteria set forth in the Certification Package as determined by MTC, (b) any
              other ongoing requirements developed and deemed appropriate by MTC and
              communicated to Certified IOOs with sixty (60) days prior notice in order to ensure that
              Certified IOOs are providing timely and proper installation of EHR systems, (c) abiding by
              the terms of this Certified IOO Agreement, including the code of conduct set forth in Section
              3(b)(iii) and (d) annually providing the Officer‘s Certificate on Representations, Warranties
              and Covenants set forth in Attachment E hereto within fourteen days of each anniversary of
              the Effective Date. Failure to maintain certified status shall constitute a material breach of
              this Certified IOO Agreement.

        ii.   Most Favored Pricing. Certified IOO must provide all REC-Affiliated Providers and REC-
              Affiliated Priority Providers with a package of Basic Services (as defined in Section 4(a)
              necessary to achieve Meaningful Use and any requested additional services (the
              ‖Additional Services‖). Certified IOO may not offer the same package of Basic Services to
              any non-REC-Affiliated Priority Provider or non-REC-Affiliated Provider, as the case may
              be, for a price that is lower in its amount than the amount of the corresponding Direct
              Assistance Support available to Certified IOO under this Certified IOO Agreement.
              Furthermore, Certified IOO may not charge REC-Affiliated Providers and/or REC-Affiliated
              Priority Providers for Additional Services at a price point that is higher in its amount than the
              fees Certified IOO is charging to non-REC-Affiliated Providers and/or non-REC-Affiliated
              Priority Providers for the same Additional Services (such arrangements, together with the
              preceding sentence, collectively called ―Most Favored Pricing‖). Failure to provide Most
              Favored Pricing to all REC-Affiliated Providers and REC-Affiliated Priority Providers shall
              constitute a material breach of this Certified IOO Agreement. Any proposed increase in


                                                    Page 4
           fees for the Additional Services must be approved in writing and in advance by the REC
           prior to implementation, with such approval not to be unreasonably withheld.

    iii.   Code of Conduct. Certified IOO shall abide by a strict code of conduct whereby it (a)
           agrees to use its best efforts to keep its commitments to Providers, regardless of REC
           affiliation, and to MTC under this Certified IOO Agreement, (b) keep current with any
           changes in the definition of Meaningful Use, (c) maintain the privacy and security of
           information provided by Providers, regardless of REC affiliation, with whom Certified IOO
           has entered into Implementation and Optimization Agreements, including patient health
           records, and (d) generally conduct itself in a professional, business-like manner. Certified
           IOO shall ensure that none of its employees, officers, trustees, directors or agents who
           have a direct financial interest in an EHR Vendor shall participate in advising any REC-
           Affiliated Provider or REC-Affiliated Priority Provider with whom Certified IOO has an
           Implementation and Optimization Agreement on the selection, award or administration of a
           contract with an EHR Vendor.

    iv.    Decertification. Unless waived or otherwise consented to in writing and in advance by MTC
           in the sole exercise of its discretion, engaging in any of the following behavior will result in
           the loss of Certified IOO‘s certified status and shall give rise to termination of this Certified
           IOO Agreement by MTC in accordance with Section 8 (and thereafter for purposes of this
           Certified IOO Agreement Certified IOO shall be referred to as a ―Decertified IOO‖):
            1. Materially breaching any term of this Certified IOO Agreement, including without
                limitation the failure to provide all REC-Affiliated Providers and/or REC-Affiliated Priority
                Providers Most Favored Pricing as required by the terms of this Agreement, including
                Sections 3(b)(ii) and 4(b).
            2. Unilaterally terminating an Implementation and Optimization Agreement without cause
                and without prior written notification and approval from MTC; such approval shall not be
                unreasonably withheld.
            3. Any acts or omissions causing a Provider, regardless of REC affiliation, to legitimately
                terminate the Implementation and Optimization Agreement for cause, provided such
                Provider can provide sufficient evidence, satisfactory to the REC, of legitimate and
                supportable causation on the part of the Certified IOO as grounds for termination of the
                Implementation and Optimization Agreement.
            4. Refusing to make any changes in services offered to a REC-Affiliated Provider or REC-
                Affiliated Priority Provider that are made necessary by changes to ONC regulations
                and/or requirements and/or to the definition of Meaningful Use.
            5. Failing to provide the package of Basic Services for the duration of the Implementation
                and Optimization Agreement with a REC-Affiliated Provider or REC-Affiliated Priority
                Provider.
            6. Changing material terms in any agreements that Certified IOO may have with its own
                subcontractors associated with an Implementation and Optimization Agreement that
                are funded in whole or in part with Direct Assistance Support without prior written
                approval from MTC, with such approval not to be unreasonably withheld.
            7. Giving priority to providing services to Providers who are not REC-Affiliated Providers
                or REC-Affiliated Priority Providers over fulfilling its obligations under an
                Implementation and Optimization Agreement with REC-Affiliated Providers and REC-
                Affiliated Priority Providers.
           8. Upon receiving notice of decertification from MeHI, Certified IOO may appeal the
              decision by presenting information to MeHI under the right to cure language and
              process set forth in Section 8(d).
c) Implementation and Optimization Agreements: Each Implementation and Optimization
   Agreement shall, at a minimum, contain the requirements set forth in Section 4. The package of
   Basic Services that Certified IOO provides to a REC- Affiliated Provider and/or REC-Affiliated
   Priority Provider under the Implementation and Optimization Agreement shall not be modified
   during the term of such Implementation and Optimization Agreement and shall reflect compliance
   with the requirements of this Certified IOO Agreement, including the provisions of Sections 3(b)(ii)


                                                 Page 5
    and 4(b). MTC shall monitor the number and type of Providers the Certified IOO contracts with to
    ensure timely achievement of Meaningful Use for the REC-Affiliated Providers and REC-Affiliated
    Priority Providers with which Certified IOO contracts, as well as to ensure that REC-Affiliated
    Providers and REC-Affiliated Priority Providers at all levels of readiness are being adequately
    served. Certified IOO agrees to work cooperatively with the REC to ensure that REC-Affiliated
    Providers and REC-Affiliated Priority Providers are being served in accordance with the terms of
    this Certified IOO Agreement, including without limitation the Code of Conduct set forth in
    Section 3(b)(iii), at all levels of readiness by the Certified IOO. In the event the REC or the
    Certified IOO determines in the reasonable exercise of its discretion that Certified IOO is at any
    point in time unable to provide necessary services to all REC-Affiliated Providers and REC
    Affiliated Priority Providers with whom it has entered into an Implementation and Optimization
    Agreement (because, e.g., Certified IOO does not have the necessary staffing and resources to
    match the number of REC-Affiliated Providers and REC-Affiliated Priority Providers it is serving),
    Certified IOO and the REC will promptly meet and determine an approach for re-allocating
    resources or otherwise addressing any concerns. Each Implementation and Optimization
    Agreement that Certified IOO enters into shall provide that, in the event Certified IOO is
    decertified under the terms of this Certified IOO Agreement, Certified IOO will allow the REC-
    Affiliated Provider and/or REC-Affiliated Priority Provider the option to terminate its
    Implementation and Optimization Agreement without prejudice or penalty.

d) Warranties and Certifications: As of the date of this Certified IOO Agreement, Certified IOO
   hereby represents, warrants and certifies as follows:

         i.    Certified IOO is duly authorized to enter into this Certified IOO Agreement, and the
               execution, delivery and performance of this Certified IOO Agreement will not conflict with
               any other agreement or instrument to which it is a party or by which it is bound and will not
               violate any law, regulation, order or other legal requirement by which Certified IOO or any of
               its assets is bound.

     ii.       Certified IOO and all project personnel of Certified IOO are fully capable and qualified to
               perform for Providers the services described in Section 4 and meet its other obligations
               under this Certified IOO Agreement, and have obtained all requisite licenses and permits, if
               any, to perform such services and meet such obligations.

    iii.       Certified IOO and its employees are not providing any services to MTC under this Certified
               IOO Agreement and are not employees, partners or joint-venturers of MTC. To the extent
               applicable to Certified IOO, Certified IOO has filed and will continue to file all necessary
               state and federal tax returns and reports, and has paid and will continue to pay all taxes and
               has complied and will continue to comply with all laws of the Commonwealth and any other
               Governmental Authority relating to contributions and payment in lieu of contributions to the
               Employment Security System, and with all laws of the Commonwealth relating to Worker's
               Compensation, M.G.L. c.152.

    iv.        Certified IOO has answered each of the items set forth on Attachment E, has provided all
               supplemental responses required, has executed the Officer‘s Certification set forth therein
               and agrees to provide this information and Officer‘s Certification on an annual basis on or
               before each anniversary of the Effective Date during the Term of this Certified IOO
               Agreement.

e) Reporting Requirements. Certified IOOs will comply with all applicable MTC monitoring,
   oversight and audit requirements, including but not limited to the following:

    i)        To the extent Certified IOO is entitled to receipt of the Direct Assistance Support, Certified
              IOO‘s receipt of such Direct Assistance Support shall be as a sub-recipient of the Grant
              Award provided by the ONC to MTC. MTC is required to report to ONC on the use of the
              Grant Award, including funds provided to sub-recipients. Information from these reports will
              be made available to the public. MTC‘s reports to ONC are due no later than ten (10)
              calendar days after each calendar quarter.



                                                    Page 6
        ii)   Certified IOO shall assist MTC in complying with the reporting requirements of the Grant
              Award. Specifically, but not in limitation of the foregoing, Certified IOO shall provide to MTC
              the relevant Certified IOO and REC-Affiliated Priority Provider information on the ARRA
              reporting form as more specifically set forth in Attachment D and/or on any other information
              specified by MTC from time to time. Unless otherwise specified by MTC in writing to Certified
              IOO, Certified IOO shall use MTC‘s reporting tool (which shall be provided to Certified IOO
              upon completion of its preparation) to provide MTC with (i) an updated listing of all REC-
              Affiliated Providers and REC-Affiliated Priority Providers with whom it has entered into
              Implementation and Optimization Agreements; (ii) a status report on achievement of
              Milestones, including the deliverables for each completed Milestone as set forth in
              Section 5(b)(ii) and (iii) a listing of all REC-Affiliated Providers and REC-Affiliated Priority
              Providers it has contacted and with whom it is negotiating an Implementation and
              Optimization Agreement. Such information shall be updated on a monthly basis. Certified
              IOO shall aggregate such information on a quarterly basis and provide the quarterly report to
              MTC no later than five (5) days after the end of each calendar quarter, or as otherwise
              required by MTC. MTC shall report this information (which is described in section 1512(c) of
              ARRA) using the reporting instructions and data elements that will be provided online at
              http://www.FederalReporting.gov and the ONC‘s Customer Relationship Management Tool,
              and MTC will ensure that any information that is pre-filed is corrected or updated as needed.
              Additionally, Certified IOO shall make its primary personnel available at reasonable times and
              upon reasonable notice, to meet with and/or be interviewed by MTC staff or its authorized
              representatives for purposes of reporting, evaluation and case study development.

4. Certified IOO / Provider Contract Requirements. The Certified IOO will prepare base templates of
   the Implementation and Optimization Agreement it intends to use with REC-Affiliated Providers and
   REC-Affiliated Priority Providers. Certified IOO must use the same base templates with each REC-
   Affiliated Provider and REC-Affiliated Priority Provider as applicable. MTC reserves the right to review
   the base templates and/or individual Implementation and Optimization Agreements to ensure
   compliance with this Section 4. The base templates of the Implementation and Optimization
   Agreement are required to contain, at a minimum, the following provisions:

    a) Basic Services. There are two categories of Basic Services. Basic Services 1 will be provided to
       a REC-Affiliated Priority Provider or REC-Affiliated Provider that does not have a federally-
       certified EHR system already installed at the time of entering into an Implementation and
       Optimization Agreement. Basic Services 1 are designed to assist the REC-Affiliated Provider
       and/or REC-Affiliated Priority Provider in moving from paper records or a non-federally-certified
       EHR system to achieving Meaningful Use of a certified EHR system. Basic Services 2 will be
       provided to a REC-Affiliated Priority Provider or REC-Affiliated Provider that has a federally-
       certified EHR system installed at the time of entering into an Implementation and Optimization
       Agreement but that has not yet reached Meaningful Use. The specific services included in each
       category of Basic Services 1 and Basic Services 2 are more fully described in Attachment B. For
       purposes of this Certified IOO Agreement, except where the circumstances require a specific
       designation, Basic Services 1 and Basic Services 2 shall be referred to collectively as ―Basic
       Services‖. The description of Basic Services set forth in Attachment B describes the roles and
       responsibilities for Certified IOOs, EHR Vendors and Providers respectively. For the avoidance
       of doubt, only those provisions in Attachment B that fall under the category of Certified IOO are
       applicable to Certified IOO for purposes of this Certified IOO Agreement, and the additional
       provisions describing the roles of EHR Vendors and Providers are provided for contextual
       purposes only.

    b) Basic Services Package and Pricing for Additional Services. Certified IOO will provide a package
       of Basic Services as well as a fee-for-service option for Additional Services, as described below.
       The Direct Assistance Support payable from MTC to Certified IOO for each eligible REC-Affiliated
       Priority Provider shall be $4,500 for Basic Services 1 and $2,500 for Basic Services 2. Additional
       Services are all services the Certified IOO provides in the course of its business related to the
       implementation and optimization of federally-certified EHR systems that are not included in the
       Basic Services. Such Additional Services will be offered on a fee-for-service or fixed fee basis. A
       list of all of the Additional Services available and the associated fees are appended hereto as
       Attachment C. The Implementation and Optimization Agreement must contain a provision


                                                    Page 7
    describing and obligating Certified IOO to offer Basic Services and pricing for Additional Services
    to the REC-Affiliated Provider and the REC-Affiliated Priority Provider that is consistent with the
    requirements of this Agreement, including the application of Most Favored Pricing. In the event
    that Certified IOO is decertified pursuant to Section 3(b)(iv) of this Certified IOO Agreement and
    thereby forfeits its access to the Direct Assistance Support, Decertified IOO may not modify the
    total costs for all services to REC-Affiliated Providers and REC-Affiliated Priority Providers in an
    attempt to recoup the amount of the forfeited Direct Assistance Support.

c) Work Status. The Certified IOO must represent and warrant that all personnel that it engages to
   provide services pursuant to an Implementation and Optimization Agreement are eligible to work
   in the United States at the time of execution of the Implementation and Optimization Agreement
   and that Certified IOO has a continuing obligation to ensure such status for such personnel for
   the duration of the applicable Implementation and Optimization Agreement.

d) Guaranty of Meaningful Use. The Certified IOO shall guarantee that each REC-Affiliated Provider
   or REC-Affiliated Priority Provider with whom it enters into an Implementation and Optimization
   Agreement will achieve Meaningful Use within the time frame set out in the applicable
   Implementation and Optimization Agreement but no later than January 31, 2012. The foregoing
   notwithstanding, if Meaningful Use is not achieved primarily because of some act or omission of
   the REC-Affiliated Provider, the REC-Affiliated Priority Provider and/or the EHR vendor, Certified
   IOO shall not be deemed in violation of this guaranty.

e) Insurance. At no additional cost to REC-Affiliated Priority Provider or REC-Affiliated Provider and
   MTC and as part of the work performed under the Implementation and Optimization Agreement
   (the ―Work‖), while the Work is being performed and for at least one year thereafter Certified IOO
   shall purchase from and maintain in companies lawfully authorized to do business in the
   Commonwealth and having a rating no lower than A-(Excellent) from A.M. Best‘s Key Rating
   Guide (latest edition in effect at the date of the Implementation and Optimization Agreement and
   at the time of renewal of any policies required by the Implementation and Optimization
   Agreement), the following insurance:
     i.    Commercial general liability insurance (form CG 00 01 or equivalent) in a limit of not less
           than $1,000,000 per occurrence, $1,000,000 per occurrence for personal injury, $2,000,000
           general aggregate and $2,000,000 products and completed operations aggregate written
           for a period of three years beyond final payment.
    ii.    Professional Liability Insurance in a limit of not less than $1,000,000.
    iii.   Commercial automobile liability.
    iv.    Workers‘ Compensation coverage as required by Chapter 152 of the Massachusetts
           General Laws.
    Certified IOO agrees that the insurance required shall be primary and non-contributing with
    respect to any insurance carried by REC-Affiliated Priority Provider and/or REC-Affiliated Provider
    and that Certified IOO‘s insurance policy shall not (i) exclude subcontractors from coverage or (ii)
    have any restrictions on coverage resulting from subcontractors failing to maintain certain levels
    of insurance. The insurance set forth in sub-paragraphs a-c shall name REC-Affiliated Priority
    Provider or REC-Affiliated Provider and MTC as additional insureds and shall be written on an
    occurrence basis.
    Upon request, certificates of insurance that include the insurance coverage required shall be
    delivered to the REC-Affiliated Priority Provider or REC-Affiliated Provider and MTC promptly.
    Such certificates and the insurance policies required shall contain a provision that coverage
    afforded under the policies will not be canceled, modified or allowed to expire until at least thirty
    (30) days‘ prior written notice has been given to REC-Affiliated Priority Provider or REC-Affiliated
    Provider and MTC. In the event that any insurance policy providing coverage is cancelled for
    non-payment of premiums, Certified IOO shall provide MTC and REC-Affiliated Priority Provider
    and/or REC-Affiliated Provider with ten (10) days prior written notice of such cancellation. In the
    event that any insurance policy providing coverage required will expire Certified IOO shall, not
    less than fifteen (15) days prior to the policy‘s expiration date, deliver to REC-Affiliated Priority



                                                Page 8
        Provider or REC-Affiliated Provider and MTC certificates of insurance evidencing renewal of such
        required coverage.
        Certified IOO shall give prompt written notice to REC-Affiliated Priority Provider or REC-Affiliated
        Provider and MTC upon becoming aware of any and all losses, damages, or injuries to any
        person, which may in any way be related to the Work or which might reasonably give rise to a
        claim against Certified IOO, REC-Affiliated Priority Provider or REC-Affiliated Provider or MTC;
        and Certified IOO shall not settle or provide payment for any claim or loss, injury or damage or
        other matter as to which REC-Affiliated Priority Provider or REC-Affiliated Provider and/or MTC
        may be charged with an obligation to make any payment or reimbursement without the prior
        written approval of REC-Affiliated Priority Provider or REC-Affiliated Provider and/or MTC. The
        carrying of required insurance shall not be interpreted as relieving the Certified IOO of any
        responsibility to REC-Affiliated Priority Provider or REC-Affiliated Provider. Certified IOO
        acknowledges that the failure to provide any required insurance shall constitute a material breach
        of both the Implementation and Optimization Agreement and the Certified IOO Agreement.
   f)   Reporting and evaluation. The Implementation and Optimization Agreement shall contain a
        provision requiring the REC-Affiliated Provider or REC-Affiliated Priority Provider to cooperate
        with Certified IOOs to enable Certified IOO to gather information necessary for it to comply with
        the requirements of this Certified IOO Agreement.
   g) Scope of Work. The Implementation and Optimization Agreement shall contain a detailed scope
      of work and timeline for achievement of Meaningful Use.
   h) Audit Requirements. The Implementation and Optimization Agreement shall contain a provision
      requiring that the REC-Affiliated Provider or REC-Affiliated Priority Provider cooperate with MTC,
      and with all applicable Governmental Authorities with responsibility to audit the application of
      funds made available to MeHI as the REC, including under Section 902 of ARRA. Such
      Governmental Authorities include, but are not necessarily limited to, the Offices of the
      Massachusetts Attorney General, State Auditor and Inspector General and the Inspector General
      of DHHS, the Comptroller General of the United States, or any of their designees.
   i)   Compliance with Certain Laws. The Implementation and Optimization Agreement shall contain a
        provision that the parties will comply with all applicable state and Federal regulations, including
        but not limited to the Health Insurance Portability and Accountability Act (HIPAA).
5. Payment of Direct Assistance Support

   a) General. Direct Assistance Support from the REC is available for up to 2,500 REC-Affiliated
      Priority Providers who meet ONC eligibility criteria as applied by the REC. The REC will
      determine which REC-Affiliated Priority Providers are eligible for Direct Assistance Support.
      REC-Affiliated Priority Providers who are eligible for Direct Assistance Support are referred to
      throughout this Certified IOO Agreement as ―eligible REC-Affiliated Priority Providers‖. Certified
      IOO will be allocated Direct Assistance Support based on the Basic Services package provided to
      each eligible REC-Affiliated Priority Provider that is a party to an Implementation and Optimization
      Agreement with Certified IOO. This allocation is intended to compensate Certified IOO for the
      Basic Services it provides to each eligible REC-Affiliated Priority Provider. Therefore, Certified
      IOO will not bill any eligible REC-Affiliated Priority Provider for any of the Basic Services.

   b) Payment/Invoicing:

         i.   Payment. Subject to funding being made available to MTC under the Grant Award,
              payment of Direct Assistance Support allocated to each eligible REC-Affiliated Priority
              Provider shall be made in installments upon Certified IOO‘s achievement of each of the
              following milestones (collectively referred to as the ―Milestones‖).

                                               Direct Assistance Support
                                                       Payment
        Milestones                                                         Milestone Documentation
                                             Basic          Basic
                                             Services 1     Services 2
        Execution of Implementation and      $1,000         $1,000         Copy of fully-executed Implementation and


                                                   Page 9
       Optimization Agreement                                                Optimization Agreement
                                                                             Documentation for this milestone will be
                                                                             determined by the guidelines provided by ONC.
       Implementation of EHR system             $2,000        $ --------
                                                                             MTC will advise Certified IOO of the required
                                                                             documentation when notified by ONC.

                                                                             Documentation for this milestone will be
                                                                             determined by the guidelines provided by ONC.
       Demonstration of Meaningful Use          $1,500        $1,500
                                                                             MTC will advise Certified IOO of the required
                                                                             documentation when notified by ONC.
                                       Total:   $4,500        $2,500

        ii.    Invoicing.
              1. The Certified IOO may invoice MTC not more frequently than monthly or less frequently
                 than quarterly for the Milestones completed during the invoice period. Each invoice must
                 provide a list of the Milestones reached by each eligible REC-Affiliated Priority Provider
                 during the invoice period and be accompanied by written evidence of such acceptable to
                 MTC. MTC reserves the right to request additional information as required by ONC to
                 evidence Milestone completion.

              2. All invoices for Direct Assistance Support must be received no later than January 31,
                 2012. Direct Assistance Support for Milestones not reached by that date shall be
                 deemed forfeited.

   c) Payment Terms. MTC shall pay the Direct Assistance Support to Certified IOO within thirty (30)
      days after receipt of a properly documented invoice and Milestone documentation and approval
      from ONC that the Milestones have been achieved.

6. Certified IOOs Affirmative Obligations.

   a) Audit.
        i.     Certified IOO and its subcontractor(s) receiving Direct Assistance Support that are the
               subject of this Certified IOO Agreement must maintain records, books, files and other data
               as specified in this Certified IOO Agreement (―Documentation‖) and in such detail to support
               compliance with the Certified IOO Agreement‘s terms, attainment of performance success
               criteria or performance measurements and successful completion of all performance
               requirements to properly substantiate claims for payment and that identify adequately the
               use of the Direct Assistance Support. Documentation must be maintained for seven (7)
               years beginning the day after the final payment hereunder or after the resolution of any
               litigation, claim, negotiation, audit or other inquiry involving this Certified IOO Agreement.
               Transparency requirements under state and federal law require Certified IOO‘s to provide
               access to all such records and data to MTC and to all applicable Governmental Authorities
               with responsibility to audit the application of funds made available to MeHI as the REC,
               including under Section 902 of ARRA. Such Governmental Authorities include, but are not
               necessarily limited to, the Offices of the Massachusetts Attorney General, State Auditor and
               Inspector General and the Inspector General of DHHS, the Comptroller General of the
               United States, or any of their designees. Access to Certified IOO‘s Documentation,
               including on-site reviews, interviews of officers and employees, and reproduction of such
               records at a reasonable expense, shall be provided during the Certified IOO‘s regular
               business hours and upon reasonable prior notice. Certified IOO and its subcontractors
               must be prepared to provide any documents, records, data or other proof of performance
               related to their business activities that are paid for with the Direct Assistance Support.
        ii.    As required by the Grant Award, if Certified IOO receives $500,000 or more in federal
               funding in any of its fiscal years, then an audit will be required of Certified IOO pursuant to
               the Single Audit Act Amendments of 1996 (31 U.S.C. 7501-7507). Such audits will be
               performed within nine (9) months of the end of the Federal fiscal year. It is Certified IOO‘s



                                                    Page 10
           responsibility and obligation to monitor its receipt of federal funds and comply with this
           requirement.
b) Acknowledgement of Federal Funding. Certified IOO shall acknowledge Federal funding when
   issuing statements, press releases, requests for proposals, bid invitations, Implementation and
   Optimization Agreements with REC-Affiliated Priority Providers, and other documents describing
   the projects or programs funded in whole or in part with Direct Assistance Support.

c) Public Records Law.

     i.    As a public entity, MTC is subject to the Massachusetts Public Records Law (set forth at
           Massachusetts General Laws Chapter 66) and thus documents and other materials made
           or received by MTC and/or its employees are subject to public disclosure. All information
           received by MTC shall be deemed to be subject to public disclosure, except as otherwise
           provided in the procedures set forth in Attachment A hereto. By signing this Certified IOO
           Agreement, Certified IOO acknowledges, understands and agrees that the procedures set
           forth in Attachment A are applicable to any documents submitted by Certified IOO to MTC,
           including but not limited to any acknowledgements set forth therein, and that Certified IOO
           shall be bound by these procedures.

    ii.    In order to facilitate learning, and to educate and inform REC-Affiliated Providers and REC-
           Affiliated Priority Providers, MTC, as the REC, reserves the right to share on an ongoing
           basis among REC-Affiliated Providers and REC-Affiliated Priority Providers, the
           experiences of each REC-Affiliated Provider and/or REC-Affiliated Priority Provider with
           each Certified IOO, including any issues that have arisen or may arise.

d) Indemnification.
     i.    To the fullest extent permitted by law, Certified IOO shall indemnify and hold harmless the
           Commonwealth, MTC, and each of their respective agents, officers, directors and
           employees (together with the Commonwealth and MTC, the "Covered Persons") from and
           against any and all liability, loss, claims, damages, fines, penalties, costs and expenses
           (including reasonable attorney's fees), judgments and awards (collectively, "Damages")
           sustained, incurred or suffered by or imposed upon any Covered Person resulting from
           (i) any material breach of this Certified IOO Agreement or false representation of Certified
           IOO under this Certified IOO Agreement, or (ii) any negligent acts or omissions or reckless
           misconduct of Certified IOO. Without limiting the foregoing, Certified IOO shall indemnify
           and hold harmless each Covered Person against any and all Damages that may arise out of
           or are imposed because of the failure to comply with the provisions of applicable law by
           Certified IOO or any of its agents, officers, directors, employees or subcontractors. The
           foregoing notwithstanding, Certified IOO shall not be liable for (i) any Damages sustained,
           incurred or suffered by or imposed upon any Covered Person resulting from any negligent
           acts or omissions or reckless misconduct of MTC, and (ii) except for liability for death or
           personal injury caused by the negligence or willful misconduct of Certified IOO or for claims
           of infringement of a third party‘s intellectual property by Certified IOO, the aggregate liability
           of Certified IOO under this Agreement shall not exceed the greater of the amount of the
           Direct Assistance Support or the amount recovered under any applicable insurance
           coverage.
    ii.    In no event shall either party be liable for any indirect, incidental, special or consequential
           damages whatsoever (including but not limited to lost profits or interruption of business)
           arising out of or related to this Certified IOO Agreement.
    iii.   In the event of a claim covered by this Section 6(d), MTC will promptly give written notice to
           Certified IOO of the claim, authorize Certified IOO to defend and settle such claim and
           cooperate fully with Certified IOO in the defense and settlement of such claim (at Certified
           IOO‘s expense). If Certified IOO settles any such claim, Certified IOO shall ensure, through
           provision of releases or adequate security, that the Covered Persons shall have no liabilities
           in respect to such claim. Should MTC settle any claim without the prior written consent of
           Certified IOO, then Certified IOO will have no obligation hereunder to indemnify MTC for
           such claim.


                                                 Page 11
e) Insurance. Certified IOO shall obtain and maintain in effect through the term of this Certified IOO
   Agreement appropriate insurance coverage for its activities under this Certified IOO Agreement
   that are at least as comprehensive in scope and coverage levels as the requirements set forth in
   Section 4(e) of this Certified IOO Agreement.
f)   Federal Flowdown Requirements. Certified IOO‘s receipt of the Direct Assistance Support
     causes Certified IOO to be a sub-recipient of the Grant Award. As a result, Certified IOO is
     required to comply with so-called federal flowdown requirements. These terms are in addition to
     any performance, reporting or other terms otherwise contained in this Certified IOO Agreement.
     Certified IOO shall include these terms in any subcontract issued in which any Direct Assistance
     Support are used.

      i.    Non-Discrimination. No person in the United States shall, on the ground of race, color,
            national origin, handicap, age, religion, or sex, be excluded from participation in, be denied
            the benefits of, or be subject to discrimination under any program or activity receiving
            Federal financial assistance. The Sub-recipient agrees to comply with the non-
            discrimination requirements below:
           1. Statutory Provisions.
              a. Title VII of the Civil Rights Act of 1964 (42 USC §§ 2000d et seq.) and HHS
                 implementing regulations published at 45 CFR Part 80 which prohibit discrimination
                 on the grounds of race, color, or national origin under any programs or activities
                 receiving Federal funding assistance;
              b. Title IX of the Education Amendments of 1972 (20 USC §§ 1681 et seq.) and HHS
                 implementing regulations published at 45 CFR Part 80 prohibiting discrimination on
                 basis of sex under any programs or activities receiving Federal funding assistance;
              c.   Section 504 of the Rehabilitation Act of 1973, as amended (29 USC § 794) and HHS
                   implementing regulations published at 45 CFR Parts 84 and 85 prohibiting
                   discrimination on the basis of handicap under any program or activity receiving or
                   benefiting from Federal assistance;
              d. The Age Discrimination Act of 1975, as amended (42 USC §§ 6101 et seq.) and HHS
                 implementing regulations published at 45 CFR Part 91 prohibiting discrimination on
                 the basis of age in programs or activities receiving Federal financial assistance;
              e. The Americans with Disabilities Act of 1990 (42 USC §§ 12101 et seq.) prohibiting
                 discrimination on the basis of disability under programs, activities, and services
                 provided or made available by state and local governments or instrumentalities or
                 agencies thereto, as well as public or private entities that provide public
                 transportation; and
              f.   All Commonwealth statutes rules and regulations promoting fair employment
                   practices or prohibiting unfair practices and employment discrimination because of
                   race, color, national origin, age sex, religion, disability, handicap, sexual orientation
                   or for exercising any rights afforded by law, including demotion or discharge of or
                   other discrimination against any qualified employee in the tenure, position,
                   promotional opportunities, wages, benefits or terms and conditions of their
                   employment.

           2. Other Provisions.
              a. Parts II and III of Executive Order 11246 (30FR 12319, 1965), as amended by
                 Executive Order 11375 (32 FR 14303, 1967) and 12086 (43 FR 46501, 1978),
                 requires Federally-assisted construction contracts to include the nondiscrimination
                 provisions of §§ 202 and 203 of that Executive Order and Department of Labor
                 regulations implementing Executive Order 11246 (41 CFR § 60-1.4(b), 1991).
              b. Executive Order 13166 (August 11, 2000), ―Improving Access to Services for
                 Persons with Limited English Proficiency,‖ and HHS policy guidance, Guidance to
                 Federal Financial Assistance Recipients Regarding Title VI Prohibition Against


                                                  Page 12
                      National Original Discrimination Affecting Limited English Proficient Persons available
                      to Federal financial assistance recipients at
                      http://www.hhs.gov/ocr/lep.revisedlep.html, on the Title VI prohibition against national
                      origin discrimination affecting Limited English Proficient (LEP) persons.

              3. Title VII Exemptions for Religious Organizations. Generally, Title VII of the Civil Rights
                 Act of 1964, 42 USC §§ 2000e et seq., provides that it shall be an unlawful employment
                 practice for an employer to discharge any individual or otherwise to discriminate against
                 an individual with respect to compensation, terms, conditions or privileges of employment
                 because of such individual‘s race, color, religion, sex, or national origin. However, Title
                 VII, 42 U.S.C. § 2000e-1(a), expressly exempts from the prohibition against
                 discrimination on the basis of religion, a religious corporation, association, educational
                 institution, or society with respect to the employment of individuals of a particular religion
                 to perform work connected with the carrying on by such corporation, association,
                 educational institution or society of its activities.

        ii.    Drug-Free Workplace. Certified IOO shall comply with the provisions of the Drug-Free
               Workplace Act of 1988 (Public Law 100-690, title V, Sec. 5153, as amended by Public Law
               105-85, Div.A, Title Viii, Sec 809, as codified at 31 U.S.C. § 702) and HHS implementing
               regulations published at 45 CFR Part 82, ―Government wide Requirements for Drug-Free
               Workplace (Financial Assistance)‖ (published in the Federal Register on November 26,
               2003, 68 FR 66534), which require that the Certified IOO take steps to provide a drug-free
               workplace.

       iii.    Health Insurance Portability and Accountability Act (“HIPAA”). Certified IOO will comply
               with the provisions of HIPAA codified at 42 U.S.C. 201, et seq.

       iv.     False Claims or Public Concerns. Certified IOO shall promptly refer to MTC any public
               concerns raised to Certified IOO about the use of ARRA funds (Section 1514), or credible
               evidence that a principal, employee, agent, subcontractor or other person has committed a
               false claim (e.g., falsification of time sheets, reports or invoices) under the Federal False
               Claims Act or has committed a criminal or civil violation pertaining to fraud, conflict of
               interest, bribery, gratuity, or similar misconduct involving ARRA funds. Certified IOO
               acknowledges that Section 1865 of ARRA, amends Section 257 of the Trade Act of 1974
               increasing false claims penalties to allow imprisonment up to 2 years, or fines or both.
       v.      Activities Abroad. Certified IOO will ensure that project activities carried on outside the
               United States are coordinated as necessary with appropriate Governmental Authorities and
               that appropriate license, permits or approvals are obtained.

7. Restriction on Use of Funds.

   a) Controlled Substances. Certified IOO shall not knowingly use funds provided hereunder to
      support activities that promote the legalization of any drug or other substance included in
      Schedule I of the Schedule of controlled substances established by Section 202 of the Controlled
      Substances Act, 21 U.S.C. 812. This limitation shall not apply if the Certified IOO notifies the
      General Management Office that (i) there is significant medical evidence of a therapeutic
      advantage to the use of such drug or other substance; or (ii) federally-sponsored clinical trials are
      being conducted to determine therapeutic advantage.

   b) Restriction on Abortion. Funds provided hereunder may not be spent for an abortion.

   c) Restriction on Distribution of Sterile Needles. Funds provided hereunder may not be used to
      carry out any program of distributing sterile needles or syringes for the hypodermic injection of
      any illegal drug.

   d) Lobbying.
        i.     Certified IOO shall comply with the provisions of 31 U.S.C. 1352, ―Limitations on use of
               appropriated funds to influence certain Federal contracting and financial transactions,‖ and



                                                    Page 13
              will not use Direct Assistance Support to pay any person for influencing or attempting to
              influence any officer or employee of any agency, a member of Congress, an officer or
              employee of Congress, or an employee of a member of Congress with respect to the
              award, extension, continuation renewal, amendment, or modification of any of these
              instruments. These requirements are implemented for HHS in 45 CFR part 93, which also
              describes types of activities, such as legislative liaison activities and professional and
              technical services that are not subject to this prohibition. By executing this Certified IOO
              Agreement, Certified IOO certifies that it has not made, and will not make such a prohibited
              payment; (ii) will be responsible for reporting the use of funds not provided hereunder for
              such purposes; and (iii) will include these requirements in its agreements with vendors for
              projects undertaken pursuant to this Certified IOO Agreement that will exceed $100,000
              and will obtain necessary certifications from those vendors.
        ii.   No Direct Assistance Support may be used to pay for or otherwise support any activities
              intended to influence any matter pending before the Massachusetts General Court or for
              activities covered by the law and regulations governing ―legislative agents‖ or ―executive
              agents‖ set forth in the Massachusetts Lobbying Law, M.G.L. c.3, §39.
8. Term and Termination

   a) This Certified IOO Agreement shall become effective as of the Effective Date and shall remain in
      effect until January 31, 2013, unless sooner terminated pursuant to this Section 8 (the ‖Term‖).

   b) MTC may terminate this Certified IOO Agreement at any time upon provision of written notice to
      Certified IOO in the event of the loss of availability of sufficient funding for the purposes of this
      Certified IOO Agreement, or in the event of an unforeseen public emergency or change of law
      mandating action by MTC which is inconsistent with performing its obligations under this Certified
      IOO Agreement or rendering further performance by MTC of its obligations hereunder
      impracticable or impossible.

   c) This Certified IOO Agreement shall terminate automatically, without further action by either party,
      in the event of a bankruptcy, receivership or insolvency filing by or against the Certified IOO or
      the commission by Certified IOO of any action constituting fraud in its dealings with the REC-
      Affiliated Providers, REC-Affiliated Priority Providers, MTC or the Commonwealth.

   d) This Certified IOO Agreement shall terminate immediately upon receipt by a party of written
      notice of termination from the other party in the event of such party's material breach or its failure
      to abide by any material provision of this Certified IOO Agreement, including, in the case of
      Certified IOO, its failure to maintain its certified status as required by Section 3(b). The notice
      shall identify the relevant Section(s) of this Certified IOO Agreement breached by the other party
      and the nature of such breach. If a party notified of such material breach hereunder cures the
      breach referenced in the notice to the reasonable satisfaction of the notifying party within fourteen
      calendar (14) days (or such greater or lesser number of days as is specified by the notifying party
      in said notice) of receipt of such notice, this Certified IOO Agreement shall automatically be
      reinstated and shall be in full force and effect as if the notice had not been issued; if not, this
      Certified IOO Agreement shall thereupon automatically terminate without further action by either
      party on such date.

   e) In the event that MTC terminates this Agreement under Sections 8(b) or 8(c) or Certified IOO
      terminates this Agreement under Section 8(d), MTC shall provide to Certified IOO the portions of
      the Direct Assistance Support for all Milestones (as defined in Section 5(b)(i)) reached up to the
      date of termination, subject to and in accordance with the provisions of this Agreement. In the
      event MTC terminates this Agreement under Section 8(d), Certified IOO shall re-pay to MTC any
      portions of the Direct Assistance Support previously provided to Certified IOO.

   f)   Sections 4(d), 4(e), 6(a) – 6(d), 6(f)(iii), 9(c) and the last sentence of Section 8(e) of this Certified
        IOO Agreement shall survive its termination.




                                                     Page 14
9. General Requirements

    a) Publicity. Certified IOO shall collaborate with MTC on any press releases, events, signage and
       planning for any news conference concerning the subject matter of this Certified IOO Agreement
       and will notify MTC of the use of MTC‘s or the REC‘s logo on any promotional material in
       advance of such use. In any media produced by Certified IOO, Certified IOO will not represent
       that positions taken or advanced by it represent the opinion or position of MTC or of the Federal
       Government. Additionally, Certified IOO will cooperate and participate in vendor fairs as part of
       the REC‘s education summits and meetings.
    b) Assignment and Subcontracting
          i.   Certified IOO shall not assign or in any way transfer any interest in this Certified IOO
               Agreement or in the Direct Assistance Support without the prior written consent of MTC,
               including subcontracting any services except as otherwise included in Certified IOO‘s
               Certification Package.
         ii.   Certified IOO will procure services from subcontractors using commercially responsible
               procurement mechanisms, and to the greatest extent practicable, using competitive
               procurement procedures. Furthermore, Certified IOO is required to notify MTC in the event
               that it intends to or has entered into an agreement for goods or services with a related
               entity. For purposes of this Certified IOO Agreement, a related entity is an entity that can
               control or significantly influence the management or operating policies of another entity to
               the extent one of the entities may be prevented from pursuing its own interests. To the
               extent such services are properly identified in their Certification Package and specifically
               approved in writing by MTC, Certified IOO may use the Direct Assistance Support to pay for
               such goods or services.

    c) Choice of Law. This Certified IOO Agreement shall be construed under, and governed by, the
       laws of the Commonwealth of Massachusetts, without giving effect to its conflict of laws
       principles. Certified IOO agrees to bring any Federal or State legal proceedings arising under this
       Certified IOO Agreement in which the Commonwealth or MTC is a party in a court of competent
       jurisdiction within the Commonwealth of Massachusetts. This Section shall not be construed to
       limit any other legal rights of the parties.
    d) Force Majeure. Neither party shall be liable to the other, or be deemed to be in breach of this
       Certified IOO Agreement for any failure or delay in rendering performance arising out of causes
       beyond its reasonable control and without its fault or negligence. Such causes may include, but
       are not limited to, acts of God or of a public enemy, fires, floods, epidemics, quarantine
       restrictions, strikes, freight embargoes, or unusually severe weather. Dates or times of
       performance including the Term of this Certified IOO Agreement may be extended to account for
       delays excused by this Section, provided that the party whose performance is affected notifies the
       other promptly of the existence and nature of such delay.
    e) Waivers. Conditions, covenants, duties and obligations contained in this Certified IOO
       Agreement may be waived only by written agreement between the parties. Forbearance or
       indulgence in any form or manner by a party shall not be construed as a waiver, nor in any way
       limit the remedies available to that party.
    f)   Non-Solicitation. Unless otherwise approved in writing, for the term of this Agreement and twelve
         (12) months beyond, neither party will offer employment to any employee of the other party or
         contract with, either individually or through a third party, any employee of the other party.
10. Notice. All communications to MTC and Certified IOO regarding legal issues shall be mailed or
    delivered to the following addresses, or sent by facsimile to the following numbers. Any notice shall
    be deemed delivered and received when submitted in writing in person or when delivered by any
    other appropriate method evidencing actual receipt.
    To MTC:      Massachusetts Technology Collaborative
                 75 North Drive
                 Westborough, MA 01581
                 508/870-0312 (phone)


                                                  Page 15
                  508/898-2275 (fax)
                  Attn: Matthew L. Schemmel, Associate General Counsel

      To Certified IOO:

11. Severability: Each provision of this Certified IOO Agreement shall be treated as a separate and
    independent clause and any decision from a court of competent jurisdiction to the effect that any
    clause or provision of this Certified IOO Agreement is null or unenforceable shall in no way impair the
    validity, power or enforceability of any other clause or provision of this Certified IOO Agreement.

12. Headings: The headings and captions of the various subdivisions of this Certified IOO Agreement
    are for convenience of reference only and will in no way modify or affect the meaning or construction
    of any of the terms or provisions hereof.

13. Counterparts: This Certified IOO Agreement may be executed in two or more counterparts, and by
    different parties hereto on separate counterparts, each of which will be deemed an original, but all of
    which together will constitute one and the same instrument.

14. Binding Effect; Benefit; Entire Certified IOO Agreement and Attachments: This Certified IOO
    Agreement shall be binding on the parties hereto and their respective successors and permitted
    assigns and shall inure to the benefit of the parties and their respective successors and permitted
    assigns. Except as provided in the immediately preceding sentence, nothing in this Certified IOO
    Agreement shall be construed to create any rights or obligations except between the parties hereto,
    and no Person shall be regarded as a third party beneficiary of this Certified IOO Agreement. This
    Certified IOO Agreement embodies the entire understanding and agreement between the parties
    hereto with respect to the subject matter of this Certified IOO Agreement and supersedes all prior oral
    or written agreements and understandings relating to such subject matter. No statement,
    representation, warranty, covenant or agreement of any kind not set forth in this Certified IOO
    Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of
    this Certified IOO Agreement. Furthermore, neither Certified IOO‘s nor any of its subcontractor‘s
    provision of services under this Certified IOO Agreement implies, establishes or otherwise creates
    any rights or expectations of additional contracts with MTC, whether related or unrelated to the
    subject matter of this Certified IOO Agreement. The following (together with all exhibits, schedules
    and attachments thereto) are hereby incorporated into this Certified IOO Agreement by reference:

          a)      Attachment A-1 – MTC‘s Policy and Procedures Regarding Submission of Sensitive
                  Information

          b)      Attachment A-2 -- MTC Policy and Procedures for Holding Parties in Possession of
                  Sensitive Information

          c)      Attachment B – Basic Services

          d)      Attachment C – Fee-For-Service Option

          e)      Attachment D – ARRA Reporting Requirements Template

          f)      Attachment E—Officer‘s Certification on Representations, Warranties and Covenants

        IN WITNESS WHEREOF, the parties have caused this Certified IOO Agreement to be executed
as a document under seal as of the Effective Date set forth in the first paragraph hereof.


The Massachusetts Technology Park Corporation
d/b/a Massachusetts Technology Collaborative                Insert Certified IOO's full legal name


By:                                                         By:

Name: Mitchell Adams                                        Name:


                                                  Page 16
Title:   Executive Director             Title:

Date:                                   Date:




                              Page 17
                                            ATTACHMENT A-1

                         THE M ASSACHUSETTS TECHNOLOGY COLLABORATIVE
             POLICY AND PROCEDURES REGARDING SUBMISSION OF “SENSITIVE INFORMATION”

The Massachusetts Technology Collaborative, and its divisions -- the John Adams Innovation Institute,
the Massachusetts Broadband Institute and the Massachusetts e-Health Institute (collectively referred to
herein as ―MTC‖) are subject to the requirements concerning disclosure of public records under the
Massachusetts Public Records Act, M.G.L. c. 66 (the ―Public Records Act‖), which governs the retention,
disposition and archiving of public records. For purposes of the Public Records Act, ―public records‖
include all books, papers, maps, photographs, recorded tapes, financial statements, statistical
tabulations, or other documentary materials or data, regardless of physical form or characteristics, made
or received by MTC. As a result, any information submitted to MTC by a grant applicant, recipient
grantee, respondent to a request for response (including, but not limited to an RFQ, RFP and RFI),
contractor, or any other party (collectively the ―Submitting Party‖) is subject to public disclosure as set
forth in the Public Records Act.

The foregoing notwithstanding, "public records" do not include certain materials or data which fall within
one of the specifically enumerated exemptions set forth in the Public Records Act or in other statutes,
including MTC's enabling act, M.G.L. Chapter 40J. One such exemption that may be applicable to
documents submitted by a Submitting Party is for any documentary materials or data made or received by
MTC that consists of trade secrets or commercial or financial information regarding the operation of any
business conducted by the Submitting Party, or regarding the competitive position of such Submitting
Party in a particular field of endeavor (the "Trade Secrets Exemption").

IT IS MTC‟S EXPECTATION AND BELIEF THAT THE OVERWHELMING PERCENTAGE OF DOCUMENTS IT RECEIVES
FROM A SUBMITTING PARTY DOES NOT CONTAIN ANY INFORMATION THAT WOULD WARRANT AN ASSERTION BY
MTC OF AN EXEMPTION FROM THE PUBLIC RECORDS ACT. SUBMITTING PARTIES SHOULD THEREFORE TAKE
CARE IN DETERMINING WHICH DOCUMENTS THEY SUBMIT TO MTC, AND SHOULD ASSUME THAT ALL DOCUMENTS
SUBMITTED TO MTC ARE SUBJECT TO PUBLIC DISCLOSURE WITHOUT ANY PRIOR NOTICE TO THE SUBMITTING
PARTY AND WITHOUT RESORT TO ANY FORMAL PUBLIC RECORDS REQUEST.

In the event that a Submitting Party wishes to submit certain documents to MTC and believes such a
document or documents may be proprietary in nature and may fall within the parameters of the Trade
Secrets Exemption and/or some other applicable exemption, the following procedures shall apply:

    1. At the time of the Submitting Party‘s initial submission of documents to MTC, the Submitting Party
       must provide a cover letter, addressed to MTC‘s General Counsel, indicating that it is submitting
       documents which it believes are exempt from public disclosure, including a description of the
       specific exemption(s) that the Submitting Party contends is/are applicable to the submitted
       materials, a precise description of the type and magnitude of harm that would result in the event
       of the documents‘ disclosure, and a specific start date and end date within which the claimed
       exemption applies. If different exemptions, harms and/or dates apply to different documents, it is
       the Submitting Party‘s responsibility and obligation to provide detailed explanations for each such
       document.

    2. At the time of the Submitting Party‘s initial submission of documents to MTC, the Submitting Party
       must also clearly and unambiguously identify each and every such document that it contends is
       subject to an exemption from public disclosure as ―Sensitive Information.‖ It is the Submitting
       Party‘s responsibility and obligation to ensure that all such documents are sufficiently identified as
       ―Sensitive Information,‖ and Submitting Party‘s designation must be placed in a prominent
       location on the face of each and every document that it contends is exempt from disclosure under
       the Public Records Act.

INFORMATION SUBMITTED TO MTC IN ANY FORM OTHER THAN A HARD COPY DOCUMENT WILL NOT BE SUBJECT TO
THE PROCEDURES SET FORTH IN THIS POLICY. FOR EXAMPLE, INFORMATION SUBMITTED BY E-MAIL, FACSIMILE
AND/OR VERBALLY WILL NOT BE SUBJECT TO THESE PROCEDURES AND MAY BE DISCLOSED AT ANY TIME WITHOUT
NOTICE TO THE SUBMITTING PARTY.



                                                   Page 18
3. Documents that are not accompanied by the written notification to MTC‘s General Counsel or are
   not properly identified by the Submitting Party as ―Sensitive Information‖ at the time of their initial
   submission to MTC are presumptively subject to disclosure under the Public Records Act, and the
   procedures for providing the Submitting Party with notice of any formal public records request for
   documents, as set forth below, shall be inapplicable.

4. At the time MTC receives documents from the Submitting Party, any such documents designated
   by Submitting Party as ―Sensitive Information‖ shall be segregated and stored in a secure filing
   area when not being utilized by appropriate MTC staff. By submitting a grant application, request
   for response, or any other act that involves the submission of information to MTC, the Submitting
   Party certifies, acknowledges and agrees that (a) MTC‘s receipt, segregation and storage of
   documents designated by Submitting Party as ―Sensitive Information‖ does not represent a
   finding by MTC that such documents fall within the Trade Secrets Exemption or any other
   exemption to the Public Records Act, or that the documents are otherwise exempt from
   disclosure under the Public Records Act, and (b) MTC is not liable under any circumstances for
   the subsequent disclosure of any information submitted to MTC by the Submitting Party, whether
   or not such documents are designated as ―Sensitive Information‖ or MTC was negligent in
   disclosing such documents.

5. In the event that MTC receives an inquiry or request for information submitted by a Submitting
   Party, MTC shall produce all responsive information without notice to the Submitting Party. In the
   event that the inquiry or request entails documents that the Submitting Party has previously
   designated as ―Sensitive Information‖ in strict accordance with this Policy, the inquiring party shall
   be notified in writing that one or more of the documents it has requested has been designated by
   the Submitting Party as ―Sensitive Information‖, and, if not already submitted, that a formal,
   written public records request must be submitted by the requesting party to MTC‘s General
   Counsel for a determination of whether the subject documents are exempt from disclosure.

6. Upon the General Counsel‘s receipt of a formal, written public records request for information that
   encompass documents previously designated by Submitting Party as ―Sensitive Information‖, the
   Submitting Party shall be notified in writing of MTC‘s receipt of the public records request, and
   MTC may, but shall not be required to provide Submitting Party an opportunity to present MTC
   with information and/or legal arguments concerning the applicability of the Trade Secrets
   Exemption or some other exemption to the subject documents.

7. The General Counsel shall review the subject documents, the Public Records Act and the
   exemption(s) claimed by the Submitting Party in making a determination concerning their
   potential disclosure.

    THE GENERAL COUNSEL IS THE SOLE AUTHORITY WITHIN MTC FOR MAKING DETERMINATIONS ON THE
    APPLICABILITY AND/OR ASSERTION OF AN EXEMPTION TO THE PUBLIC RECORDS ACT. NO EMPLOYEE OF
    MTC OTHER THAN THE GENERAL COUNSEL HAS ANY AUTHORITY TO ADDRESS ISSUES CONCERNING THE
    STATUS OF “SENSITIVE INFORMATION” OR TO BIND MTC IN ANY MANNER CONCERNING MTC‟S
    TREATMENT AND DISCLOSURE OF SUCH DOCUMENTS.

    FURTHERMORE, THE POTENTIAL APPLICABILITY OF AN EXEMPTION TO THE DISCLOSURE OF DOCUMENTS
    DESIGNATED BY THE SUBMITTING PARTY AS “SENSITIVE INFORMATION” SHALL NOT REQUIRE MTC TO
    ASSERT SUCH AN EXEMPTION. MTC‟S GENERAL COUNSEL RETAINS THE SOLE DISCRETION AND
    AUTHORITY TO ASSERT AN EXEMPTION, AND HE MAY DECLINE TO EXERT SUCH AN EXEMPTION IF, WITHIN
    HIS DISCRETION, THE PUBLIC INTEREST IS SERVED BY THE DISCLOSURE OF ANY DOCUMENTS SUBMITTED
    BY THE SUBMITTING PARTY.

8. MTC shall provide the requesting party and Submitting Party with written notice of its
   determination that the subject documents are either exempt or not exempt from disclosure.

9. In the event that MTC determines that the subject documents are exempt from disclosure, the
   requesting party may seek review of MTC‘s determination before the Supervisor of Public



                                               Page 19
        Records, and MTC shall notify the Submitting Party in writing in the event that the requesting
        party pursues a review of MTC‘s determination.

    10. In the event the requesting party pursues a review of MTC‘s determination that the documents
        are exempt from disclosure and the Supervisor of Public Records concludes that the subject
        documents are not exempt from disclosure and orders MTC to disclose such documents to the
        requester, MTC shall notify the Submitting Party in writing prior to the disclosure of any such
        documents, and Submitting Party may pursue injunctive relief or any other course of action in its
        discretion.

    11. In the event that MTC determines that the subject documents are not exempt from disclosure or
        the General Counsel determines that, under the circumstances and in his discretion, MTC shall
        not assert an exemption, MTC shall notify the Submitting Party in writing prior to the disclosure of
        any such documents, and Submitting Party may pursue injunctive relief or any other course of
        action in its discretion.

THE SUBMITTING PARTY‟S SUBMISSION OF DOCUMENTATION TO MTC SHALL REQUIRE A SIGNED CERTIFICATION
THAT SUBMITTING PARTY ACKNOWLEDGES, UNDERSTANDS AND AGREES WITH THE APPLICABILITY OF THE
FOREGOING PROCEDURES TO ANY DOCUMENTS SUBMITTED TO MTC BY SUBMITTING PARTY AT ANY TIME,
INCLUDING BUT NOT LIMITED TO THE ACKNOWLEDGEMENTS SET FORTH HEREIN, AND THAT SUBMITTING PARTY
SHALL BE BOUND BY THESE PROCEDURES.

All documents submitted by Submitting Party, whether designated as ―Sensitive Information‖ or not, are
not returnable to Submitting Party.




                                                  Page 20
                                                ATTACHMENT A-2

        MTC POLICY AND PROCEDURES FOR HOLDING PARTIES IN POSSESSION OF SENSITIVE INFORMATION

From time to time, consultants, contractors, grantees, as well as other third parties interacting with MTC
(collectively, the ―Holding Party‖) may receive, have access to or create confidential, proprietary or
otherwise sensitive information regarding MTC, its activities, its employees and/or third parties, such as
applicants, consultants, grantees, recipients or respondents under MTC programs, which information is
not generally known by or disseminated to the public as a matter of course. Information of this nature is
sometimes referred to in this Agreement as "Sensitive Information." MTC expects all Holding Parties to
maintain the highest degree of professionalism, integrity and propriety with respect to Sensitive
Information at all times. In addition, the Massachusetts Conflict of Interest Statute, M.G.L. Chapter 268A,
prohibits current and former state employees (defined in the statute to include regular full-time and part-
time employees, elected or appointed officials and independent contractors) from improperly disclosing
certain categories of Sensitive Information or using it to further their personal interests, and the
Massachusetts Fair Information Practices Act, M.G.L. Chapter 66A, contains numerous legal
requirements aimed at protecting "personal data" from improper disclosure.

MTC's policy regarding a Holding Party‘s possession of Sensitive Information has two key elements:

    1. Holding Parties should not request or accept any more Sensitive Information -- whether of a
       business or personal nature -- than is reasonably necessary under the circumstances; and

    2. In the absence of a specific legal requirement compelling disclosure of Sensitive Information in a
       particular instance, all Holding Parties are expected to take appropriate measures to safeguard
       such information from improper use and disclosure.

Because the relevant legal requirements and the nature and scope of the information in question can
create uncertainty, HOLDING PARTIES ARE URGED TO CONFER WITH MTC'S GENERAL COUNSEL IF THEY HAVE
ANY QUESTIONS ABOUT CONFIDENTIALITY, THE SCOPE OR PROPER TREATMENT OF SENSITIVE INFORMATION, OR
MTC'S POLICIES OR PROCEDURES WITH RESPECT TO SUCH TOPICS. Holding Parties shall not substitute their
own judgment for that of MTC‘s General Counsel in deciding whether particular information is innocuous
data or Sensitive Information that should be handled with care, or the advisability or sufficiency of
safeguards with respect to particular types of information. FAILURE TO COMPLY WITH THE POLICIES AND
PROCEDURES RELATING TO SENSITIVE INFORMATION AND MTC'S OBLIGATIONS PURSUANT TO THE PUBLIC
RECORDS ACT AND OTHER LEGAL DISCLOSURE REQUIREMENTS CAN RESULT IN IMMEDIATE TERMINATION OF THIS
AGREEMENT, AND/OR POTENTIAL LEGAL LIABILITY.

IT SHOULD BE NOTED THAT THE OBLIGATIONS UNDER THESE POLICIES CONTINUE EVEN AFTER MTC'S
RELATIONSHIP WITH A PARTICULAR APPLICANT, RECIPIENT OR OTHER THIRD PARTY ENDS OR THIS AGREEMENT
TERMINATES.

In the absence of a specific legal requirement necessitating disclosure of particular information in a
specific instance, Holding Parties are expected to protect Sensitive Information from improper use and
disclosure at all times. The following are examples of the kinds of protective procedures that should be
followed:

         Limited Communication to MTC Personnel: Sensitive Information should not be
          communicated to other MTC employees or consultants, except to the extent that they need to
          know the information to fulfill their MTC mission-related responsibilities and their knowledge of the
          information is not likely to result in misuse or a conflict of interest.

         Limited Communication to Non-MTC Personnel: Sensitive Information should not be
          communicated to anyone outside MTC, including family members, except to the extent outside
          parties need to know the information in order to provide necessary services to MTC, its Holding
          Parties or as otherwise directed by the General Counsel to comply with legal requirements
          necessitating disclosure, such as proper requests under the Public Records Act.

         Notification of Confidentiality: When Sensitive Information is communicated to any person
          outside MTC, the individual receiving such information should be informed of its sensitive nature


                                                    Page 21
       and the need to safeguard such information from improper use and disclosure. When Sensitive
       Information is communicated to parties inside MTC, the procedures set forth in Attachment C-1
       are applicable. MTC may require that Holding Parties execute a confidentiality agreement that
       has either been provided or approved by the General Counsel before Sensitive Information is
       disclosed to them.

      MTC Use Only: Sensitive Information should only be used for MTC purposes. Under no
       circumstances may a present or former Holding Party "trade on" such information or otherwise
       use it, directly or indirectly, for personal gain or for the benefit of any party other than the owner of
       such information.

      Prevention of Eavesdropping, Unauthorized Viewing, etc.: Sensitive matters should not be
       discussed in restaurants, on public transportation or in other public places or in locations, such as
       hallways, elevators and building lobbies, where unauthorized individuals could overhear the
       discussion. Similarly, Sensitive Information should not be exchanged or discussed via cordless
       or cellular phones or similar "non-secure" communication lines. Speaker phones can amplify
       conversations and should be used with care when discussing Sensitive Information. Common
       sense precautions should also be taken with respect to Sensitive Information in written form, such
       as stamping or marking such documents "CONFIDENTIAL" to flag them for special handling,
       limiting access to files to those with an MTC-related "need to know," locking documents that
       contain Sensitive Information in desk drawers or file cabinets when you are away from your desk,
       carefully limiting the circumstances in which (and exercising appropriate care when) such
       materials leave MTC's office, delivering sensitive materials to others in sealed envelopes, and
       limiting the addressees and "cc's" of letters, memoranda, emails and other communications
       containing Sensitive Information to those individuals who reasonably need to see such
       communications. Data stored on personal computers, and floppy disks, c/d roms and other
       electronic media containing Sensitive Information, should be properly secured to keep them from
       being accessed by unauthorized individuals. Documents containing Sensitive Information that
       are sent to printers should be picked up promptly.

      Communications With the Public; Compulsory Legal Process: All contacts with the media
       and all speeches or other oral or written public statements made on behalf of MTC, or concerning
       its activities, applicants or recipients, must be cleared in advance by MTC's Communications
       Director. In speeches and statements not made on behalf of MTC, proper care should be taken
       to avoid any implication that MTC endorses the views expressed. All disclosure requests under
       the Public Records Act or in the form of requests for discovery, subpoenas, court or
       administrative orders or the like must also be referred to the General Counsel for appropriate
       handling.

   QUESTIONS CONCERNING WHETHER A GIVEN TYPE OF INFORMATION OR DOCUMENT IN A HOLDING PARTY‟S
   POSSESSION IS A "PUBLIC RECORD," AND THUS SUBJECT TO DISCLOSURE UNDER THE PUBLIC RECORDS
   ACT, OR IS COVERED BY AN AVAILABLE EXEMPTION, SHOULD BE DIRECTED TO MTC‟S GENERAL COUNSEL.
   NO OTHER MTC EMPLOYEE IS AUTHORIZED TO MAKE SUCH ASSESSMENTS OR TO PROVIDE ANY GUIDANCE TO
   A HOLDING PARTY CONCERNING POTENTIAL DISCLOSURE OF ANY INFORMATION PROVIDED TO OR IN
   POSSESSION OF A HOLDING PARTY.



IN ADDITION, ALL COMMUNICATIONS SEEKING INSPECTION OR OTHER DISCLOSURE OF MATERIALS IN A HOLDING
PARTY‟S POSSESSION UNDER THE PUBLIC RECORDS ACT MUST BE REFERRED PROMPTLY TO THE GENERAL
COUNSEL. SIMILARLY, ALL SUBPOENAS AND OTHER LEGAL PROCESS DOCUMENTS REQUESTING OR SEEKING TO
COMPEL DISCLOSURE OF MATERIALS IN A HOLDING PARTY‟S POSSESSION MUST BE DELIVERED OR PROMPTLY
FORWARDED TO THE GENERAL COUNSEL UPON RECEIPT.




                                                   Page 22
                                                                ATTACHMENT B
                                                                 Basic Services

The REC acknowledges that the achievement of Meaningful Use of an EHR system will require careful
coordination and the complete cooperation of each of the Certified IOO, the EHR Vendor and the REC-
Affiliated Provider. Each of these parties are required pursuant to their individual agreement with the
REC to participate fully in all aspects of the implementation of the EHR system to ensure that the REC-
Affiliated Provider will achieve Meaningful Use of that system and also be able to access the Statewide
HIE as required by Chapter 305. The REC has negotiated the provision of a package of ―Basic Services‖
for the REC-Affiliated Provider. There are two categories of Basic Services described in the table below.
Basic Services 1 are designed to assist the REC-Affiliated Provider in transitioning from the use of a
paper-based medical records system or from a non-certified EHR system to a certified EHR system.
Basic Services 2 are designed to assist a REC-Affiliated Provider that has a certified EHR system
installed but has not yet achieved Meaningful Use of such EHR system in reaching that goal. The table
below sets forth the responsibilities of each party with relation to the two types of Basic Services.

                                                  Basic Services 1:
To transition Providers from using paper-based medical records systems or a non-certified EHR system to Meaningful Use
                                               on a certified EHR system

Category                            IOO Responsibilities                 EHR Vendor Responsibilities           Provider Responsibilities
of Services

                                 If the provider has not selected        EHR vendor in preparation           Provider and appropriate
                                  an EHR vendor, IOO will offer            for system acquisition will          staff will participate in
                                  assistance with selection of             provide workflow impact              vendor demonstrations and
                                  EHR / Practice Management                analysis, as well as                 fairs, if necessary, and
                                  Systems (PMS) system                     operational and technical            complete vendor selection
    Consulting and Planning




                                  vendor(s) in conjunction with            readiness assessments                tools with needed assistance
                                  REC preferred vendor                     specific to its software             from their IOO or the REC
                                  information.                             offering and provide                 resource(s).
                                                                           assistance to complete              Provider and selected staff
                                 In preparation for the                   necessary documentation to
                                  acquisition of an EHR, the IOO                                                will:
                                                                           allow providers/practices to
                                  will provide specific services           make a thorough and                  o participate in identified
                                  such as: practice participant            informed decision.                         Communities of
                                  definitions (e.g., physician and                                                    Practice with other
                                  practice manager champions),            EHR vendor will provide                    physicians and
                                  workflow impact analysis,                information on similar                     physician champions;
                                  cultural readiness,                      installations (of equal size,        o participate in local and
                                  organizational readiness                 geography, practice focus)                 regional meetings
                                  assessment, and detailed                 to facilitate the planned                  around provider
                                  technical readiness                      Communities of Practice for                adoption, EHR vendor
                                  assessment.                              interested                                 selection, and workflow
                                                                           providers/practices being                  impact; and
                                                                           offered through the REC.
                                                                                                                o Complete, with
    1.




                                                                                                                      assistance, if requested,
                                                                                                                      from their IOO or the
                                                                                                                      REC resource,
                                                                                                                      organizational, cultural
                                                                                                                      and technical readiness
                                                                                                                      assessments.




                                                                         Page 23
                                                  Basic Services 1:
To transition Providers from using paper-based medical records systems or a non-certified EHR system to Meaningful Use
                                               on a certified EHR system
Category
                              IOO Responsibilities                  EHR Vendor Responsibilities           Provider Responsibilities
of Services
                           IOO will develop the standard            EHR vendor will develop a           Provider will participate with
                            project plan in consultation              project plan in conjunction          IOO and/or REC resource in
                            with the REC, including tools             with the IOO that will               the development of a project
                            for monitoring the project to             identify:                            plan that will incorporate the
                            ensure that it is completed on                                                 tasks associated with
                            time and within budget.                   o   pre-requisites to the            identifying the required
                                                                          installation of their            resource; the tasks required
                           IOO will provide tools to the                 product;
                            Provider and the REC that will                                                 of each resource; the person
                            ensure monitoring, resolution             o   detailed steps or tasks          responsible for overseeing
                            and mitigation of risks and                   required of practice             or completing each task; the
                            issues.                                       resources, as well as its        timing necessary to
                                                                          own resources;                   complete each task, allowing
                           IOO will take primary                                                          for vacations, peak patient
   Project Management




                            responsibility for                        o   timeline milestones              load times and decrease of
                            communication and                             incorporating all know           patient load near the ―Go
                            coordination of tasks required                constraints including            Live‖ date and for 1 week
                            by the Provider, the EHR                      identified staff                 post ―Go Live;‖ and that will
                            Vendor and third-party                        vacations, peak patient          identify the ―Go-To‖ person
                            vendors.                                      load and the need to             for initial contact, updates,
                           IOO will establish regular                    decrease patient load            concerns.
                            meetings or calls to review                   prior to and
                                                                          approximately one week          Provider (and appropriate
                            status including assessment of                                                 practice staff), will identify
                            all open tasks required to                    after ―Go Live.‖
                                                                                                           perceived and actual risks
                            complete the implementation.             EHR vendor will participate          as well as establish
                            Additionally, tasks or activities         in the identification of             mitigation steps, rules for
                            that are delayed, changed, or             anticipated, perceived and           escalation, and
                            require additional resources by           actual risks and abide by the        communication
                            any participant should be                 rules of escalation                  expectations.
   2.




                            identified and monitored.                 established by the practice.
                                                                                                          Provider will receive status
                                                                     EHR vendor will establish            reports or calls to review
                                                                      regular meetings or calls to         status including assessment
                                                                      review status including              of all open tasks required to
                                                                      assessment of all open               complete the
                                                                      tasks required to complete           implementation.
                                                                      the implementation.                  Additionally, tasks or
                                                                      Additionally, tasks or               activities that are delayed,
                                                                      activities that are delayed          changed, or require
                                                                      changed or require                   additional resources by any
                                                                      additional resources by any          participant should be
                                                                      participant should be                identified and monitored.
                                                                      identified and monitored.




                                                                    Page 24
                                                  Basic Services 1:
To transition Providers from using paper-based medical records systems or a non-certified EHR system to Meaningful Use
                                               on a certified EHR system
Category
                                                          IOO Responsibilities                EHR Vendor Responsibilities            Provider Responsibilities
of Services
                                                       IOO will analyze current               EHR vendor will participate          Provider will participate in
                                                        Practice workflow and                   in workflow reviews and               workflow reviews, allowing
                                                        redesign, if necessary, to              provide feedback as to how            necessary access to areas
                                                        improve Provider efficiency             the software can support              identified by IOO, REC
                                                        and optimize systems.                   any identified process or             and/or EHR resource(s), and
                                                                                                workflow changes.                     will identify and allow
   Clinical and Provider Design and Configuration




                                                       IOO will review current chart
                                                        usage, both paper and                  EHR vendor will provide the           appropriate staff to
                                                        electronic, and will advise and         IOO and practice staff with           participate in identified
                                                        coordinate the migration of key         data migration options, (no           workflow reviews.
                                                        data into electronic format as          charge for migrating key             Provider and office staff will
                                                        required.                               demographic data provided             make available, during
                                                       IOO will configure the process          in electronic format) to              reasonable business hours,
                                                        and work with the REC, the              support future patient                a sampling of current charts,
                                                        EHR Vendor and Providers to             registration and scheduling,          , to facilitate with advisement
                                                        ensure that Meaningful Use              and a detailed list of fees to        and coordination of
                                                        standards are met.                      migrate additional data such          migrating data into a
                                                                                                as medication lists,                  structured, electronic format
                                                       IOO will review required data           immunization schedules,               as set forth in the rules for
                                                        collection mechanisms, and              and previous, recent lab              Meaningful Use.
                                                        will advise and coordinate the          results. Differentiation
                                                        migration to meet Meaningful                                                 Attend education sessions
                                                                                                needs to be made as to                on the need to migrate data
                                                        Use standards.                          whether data will be                  into a structured, electronic
                                                       IOO will establish meetings             electronically migrated or            format and options for
                                                        with the EHR Vendor, the REC            scanned to the EHR system.            migrating the data.
                                                        and Provider to identify ―key‖         EHR vendor will participate
                                                        data elements and establish a                                                Configure the data migration
                                                                                                in meeting(s) with the IOO,           process and work with the
                                                        timeline and the tasks                  and the REC to identify ―key‖
                                                        necessary to complete the                                                     REC and EHR vendors to
                                                                                                data elements required for            meet Meaningful Use
                                                        migration of ―key‖ data.                Meaningful Use, and to                standards.
                                                       IOO will establish meetings             establish a timeline and the
                                                        with the EHR Vendor, the REC            tasks necessary to complete          Provider will participate in
                                                        and Provider to map ‗key‖ data          the migration of ―key‖ data.          meeting(s) between the
                                                        required to meet the criteria                                                 IOO, the REC and the EHR
                                                                                               EHR vendor will identify              Vendor to identify and map
                                                        associated with Meaningful              required data collection
                                                        Use.                                                                          ―key‖ data and establish
                                                                                                methods specific to their             tasks and timeline for
   3.




                                                                                                software, and will work with          migration.
                                                                                                the IOO, the REC and the
                                                                                                Practice to coordinate the
                                                                                                staffing and timing to
                                                                                                complete the data collection
                                                                                                and migration.




                                                                                              Page 25
                                                  Basic Services 1:
To transition Providers from using paper-based medical records systems or a non-certified EHR system to Meaningful Use
                                               on a certified EHR system
Category
                                         IOO Responsibilities                EHR Vendor Responsibilities              Provider Responsibilities
of Services
                                    IOO will coordinate a review of          EHR vendor will participate            Provider will participate and
                                     current technology and                    and provide input into the              allow appropriate office staff
                                     required technology for future-           future state needs of the               to participate in interviews
                                     state and provide a gap                   practice with regard to                 and other data gathering
                                     analysis to the Provider.                 maximizing efficiency and               activities to identify the
                                    IOO will manage                           workflow of the software.               current state of the technical
                                     documentation depicting the                                                       environment and desired
                                                                              EHR vendor will identify                requirements of the future
                                     current and future-state of the           technical gaps that must be
                                     practice including the physical                                                   environment that will allow
                                                                               addressed prior to                      the IOO and the REC
                                     plant/office, e.g., workstation           installation.
                                     locations, connectivity, cooling,                                                 resources to create a gap
                                     etc.                                     EHR vendor will abide by                analysis to inform selection
                                                                               the practice office availability        of the EHR Vendor and the
                                    IOO will identify and document
   Infrastructure and Security




                                                                               established in the project              overall project plan.
                                     Provider-specific business and
                                     technical requirements for                plan for office access                 Provider agrees to allow
                                     implementation.                           necessary to perform the                access to all areas of the
                                                                               installation.                           office as identified by the
                                    IOO will ensure that all
                                     implementations meet best                EHR vendor will provide                 IOO, the REC or the EHR
                                     industry standards for policy             documentation in a format               Vendor. Provider will ensure
                                     and infrastructure (e.g., privacy         that can be accessed freely             access to contracts with
                                     and security, HIPAA                       by all participants,                    phone, cable or other
                                     compliance, regular backup               EHR vendor will provide                 access providers, if
                                     and disaster recovery).                   input to the above                      necessary, to support
                                                                               mentioned documents and                 workflow identification and
                                                                                                                      redesign.
                                                                               provide feedback to the
                                                                               practice based on the                  Provider will provide access
                                                                               business and technical                  outside of office hours, if
                                                                               needs of the office.                    required, to minimize
                                                                              EHR vendor will ensure that             disruption to patients and
                                                                               all systems in the practice             staff.
                                                                               meeti best industry                    Provider will identify a
   4.




                                                                               standards for infrastructure            central location to store
                                                                               (e.g. privacy and security,             online documentation
                                                                               HIPAA compliance, regular               provided by the IOO, the
                                                                               backup(s) and disaster                  REC and EHR Vendor.
                                                                               recovery).
                                                                                                                      Provider will review all
                                                                                                                       documents (current/future
                                                                                                                       state, gap analysis, floor
                                                                                                                       plan redesign) and provide
                                                                                                                       feedback to ensure that
                                                                                                                       his/her office/practice-
                                                                                                                       specific needs are
                                                                                                                       incorporated.




                                                                             Page 26
                                                  Basic Services 1:
To transition Providers from using paper-based medical records systems or a non-certified EHR system to Meaningful Use
                                               on a certified EHR system
Category
                                                     IOO Responsibilities                  EHR Vendor Responsibilities             Provider Responsibilities
of Services
                                                  IOO will oversee the                     EHR vendor will install two           Provider will identify a
                                                   deployment, configuration and             interfaces, if required, (e.g.,        practice member as primary
                                                   testing of all necessary                  PMS, lab, imaging or e-                contact with the IOO, the
                                                   hardware, software, and                   prescribing) at no additional          REC and the EHR Vendor
                                                   connectivity to confirm                   cost to the practice and               specifically to review
                                                   functionality and optimal                 provide a detailed project             interface work that is
                                                   performance.                              plan for any additionally              occurring.
                                                  IOO will track and notify                 identified interfaces,                Provider will respond to IOO
                                                   Provider and the REC within               including additional                   of receipt of notice of delay
                                                                                             hardware needs, if
    Procurement, Deployment and Installation




                                                   two business days of any                                                         and participate in meeting to
                                                   significant delays in the project         applicable, timing,                    review mitigation plan.
                                                   schedule, procurement and                 configuration, connectivity
                                                                                             troubleshooting, testing and          Provider and appropriate
                                                   delivery of equipment.                                                           practice staff will participate
                                                                                             deployment.
                                                  IOO will manage, in                                                              in vendor interface
                                                   collaboration with the EHR               EHR vendor will assign an              meetings, as appropriate to
                                                   vendor, the development,                  Implementation Staff                   ensure understanding of
                                                   configuration and testing of              member to work as the                  needs and responsibilities
                                                   interface requirements to                 contact between the                    around the development,
                                                   interface EHR systems to PMS              practice‘s identified primary          configuration and testing of
                                                   and/or lab systems, claims                contact, the IOO and REC               interfaces, if identified.
                                                   clearinghouses, e-prescribing             contacts specifically to
                                                   and other Provider-specific               review interface work that is
                                                   interfaces prior to ―go live‖ and         occurring.
                                                   as required for achievement of           EHR vendor will track and
                                                   Meaningful Use.                           notify IOO and the REC
                                                                                             within five business days of
                                                                                             any significant delays in the
                                                                                             project schedule,
                                                                                             procurement and delivery of
                                                                                             equipment.
                                                                                            EHR vendor will be the
                                                                                             primary manager of the
                                                                                             development, configuration
                                                                                             and testing of the interface
                                                                                             requirements to interface
                                                                                             EHR systems to PMS and/or
    5.




                                                                                             lab systems, claims
                                                                                             clearinghouses, e-
                                                                                             prescribing and other
                                                                                             identified and necessary
                                                                                             interfaces to ensure data is
                                                                                             captured, stored and easily
                                                                                             retrievable by a
                                                                                             provider/practice to meet the
                                                                                             measures of Meaningful
                                                                                             Use.




                                                                                           Page 27
                                                  Basic Services 1:
To transition Providers from using paper-based medical records systems or a non-certified EHR system to Meaningful Use
                                               on a certified EHR system
Category
                     IOO Responsibilities                 EHR Vendor Responsibilities            Provider Responsibilities
of Services
                  IOO will develop a training             EHR vendors will develop             Providers will participate in
                   plan for the practice which may          and execute a training                training assessments
                   include on-site and off-site             program, which may include            provided by the IOO‘s, the
                   training, including web-based            on-site, off-site or web-             REC‘s and the EHR Vendor
                   training and Provider‘s                  based training as agreed to           to identify training
                   obligations with regard to               by the practice, in the use of        needs/requirements.
                   training. Onsite training plans          the features/ functions of the       Providers will provide its
                   will detail the number of                software incorporating                staff time to participate in all
                   trainers and hours that trainers         workflow changes and                  training sessions, including
                   will be on site to train                 process improvement                   on-site, off-site or web-
                   Providers and their staff. Off-          possibilities, including              based (e.g., on-line or
                   Site training plans must detail          template management,                  webinars) training provided
                   the number of hours required             basic troubleshooting,                by the IOO and/or EHR
                   for Provider and their staff to          reporting for measures                Vendor.
                   be off-site. Web-based                   required to meet Meaningful      
    Training




                                                                                                  Providers and appropriate
                   training must include average            Use, standard maintenance             staff will agree to complete
                   time to complete.                        and downtime procedures.              assessments of competency
                  IOO will coordinate all training        Onsite training plans will            in the following areas
                   to assure appropriate provider           detail the number of trainers         according to their scope of
                   competency and inclusion of              and hours that trainers will          responsibility in the practice:
                   the following items: workflow            be on-site to train providers         o Workflow re-design
                   design, process improvement,             and their staff. Off-site             o Process improvement
                   practice personalization,                training plans must detail the
                                                                                                  o Practice personalization
    6.




                   system training, template                number of hours required for
                   usage for clinical                       the provider and his/her staff        o System training
                   documentation, daily and/or              to be off-site. Web-based             o Template build/usage
                   monthly maintenance,                     training must include                      for clinical
                   downtime procedures, and                 average time to complete.                  documentation
                   IOO project management
                   tools.                                  EHR vendors will make                 o Daily and/or monthly
                                                            every reasonable effort to                 maintenance,
                  IOO will provide training not            accommodate training                  o Downtime procedures
                   covered by EHR vendor to                 during non-patient clinic
                                                                                                  o IOO/EHR management
                   ensure competencies in all of            hours.
                                                                                                       tools
                   the above topics.
                                                           EHR vendor will provide
                                                            software-based competency
                                                            assessments that address
                                                            the above training items.




                                                          Page 28
                                                  Basic Services 1:
To transition Providers from using paper-based medical records systems or a non-certified EHR system to Meaningful Use
                                               on a certified EHR system
Category
                                          IOO Responsibilities                EHR Vendor Responsibilities           Provider Responsibilities
of Services
                                     IOO must provide 90 calendar             EHR vendor will provide a 1         Provider will ensure that
                                      days of troubleshooting and               year maintenance                     their IOO Agreement
                                      triage capability including issue         agreement at Most Favored            contains a provision
                                      coordination with vendors                 Pricing.                             committing the IOO to
                                      (hardware, software and EHR).                                                  providing troubleshooting,
                                      For the 90 calendar days, IOO            EHR vendor will provide a            triage and issue coordination
                                      will:                                     form to the IOO and the              with all third-party vendors
                                                                                Practice indicating the              involved in the
                                      o     provide 12/7 help-desk              specific information                 implementation for 90
                                            coverage and support                needed/required to initiate          calendar days after the EHR
                                            services for server models          troubleshooting and the              system is live.
                                            in emergency situations;            average turn-around-time for
                                            and                                 common issues.                      Provider will participate in
                                                                                                                     training with IOO or REC to
                                      o     24/7 help-desk coverage            EHR vendor will agree to             complete an issue/triage
                                            and support services for            triage and communicate with          form.
                                            hosted models in                    the practice, by telephone,
                                            emergency situations.               web portal or e-mail as
                                                                                agreed to by the practice,
                                     After the 90 calendar day
                                                                                within 24 hours of report of
    Post Implementation Support




                                      period, assuming the practice
                                                                                issue(s).
                                      signs a 1 year maintenance
                                      agreement with the IOO and a        
                                      1 year maintenance
                                      agreement with the EHR                   EHR vendor will provide
                                      Vendor, IOO will provide 12               monthly incident reports,
                                      months of troubleshooting and             including resolution time for
                                      triage capability.                        each issue.

                                     IOO will ensure that the EHR
                                      systems and technology (i.e.,
                                      hardware and connectivity)
                                      vendors are aware of their role
                                      and the requirements for post-
                                      implementation support to the
                                      Provider.
                                     IOO will provide triage and
                                      tracking tools and processes
                                      that include an issue/triage
                                      form that includes at least the
                                      following:
    7.




                                      o Telephone number and e-
                                           mail of triage resource.
                                      o Initial steps to check
                                           before calling or e-mailing.
                                      o Steps for providing
                                           information as to the issue
                                           (screen prints, error
                                           messages).
                                      o Date/time of when issue is
                                           identified and when
                                           reported to IOO.
                                      o Provision of optimal time
                                           for IOO to contact staff for
                                           questions or additional
                                           information.
                                      o Use of tracking tool for
                                           issue identification and
                                           resolution notes.

                                                                              Page 29
                                                  Basic Services 1:
To transition Providers from using paper-based medical records systems or a non-certified EHR system to Meaningful Use
                                               on a certified EHR system
Category
                            IOO Responsibilities               EHR Vendor Responsibilities          Provider Responsibilities
of Services
                         Certified IOO must guarantee          EHR vendor must provide            Provider and practice staff
                          implementation of a federally-         documentation of its                must agree to participate in
    8. Optimization




                          certified EHR system.                  application for, , and              all activities necessary to
                         Certified IOO must guarantee           subsequent receipt of,              reach Meaningful Use.
                          Provider‘s Meaningful Use of           ARRA certification within 9
                          its certified EHR system.              months of establishment of a
                                                                 certification body.
                                                                 Documentation of EHR
                                                                 Vendor‘s application for
                                                                 ARRA certification must be
                                                                 provided upon submittal to
                                                                 the certification body.




                                                               Page 30
                                                           Basic Services 2:
                          To assist Providers with an installed certified EHR system achieve Meaningful Use


Category of                 IOO Responsibilities                              Provider Responsibilities
Services

                               IOO will provide implementation services         Provider and appropriate staff will
                                such as: stakeholder definition -                 participate in needs assessment to identify
    1. Consulting and




                                physician champions and practice                  any issues to be addressed around
                                manager champions, site-preparation,              workflow redesign, and site-preparation to
                                workflow impact analysis, and                     progress his/her practice toward Meaningful
       Planning




                                organizational readiness assessment.              Use of their EHR system.
                                                                                 Provider, his/her practice manager and
                                                                                  appropriate staff will participate in identified
                                                                                  Communities of Practice w/other physicians
                                                                                  and physician champions in their subject
                                                                                  area.
                               IOO will develop the project plan,               Provider will participate with IOO or REC
                                including tools for monitoring the project        resource in the development of a project
                                to ensure that it is completed on time and        plan that will identify the tasks required, the
                                within budget, that will identify the tasks       resource responsible for overseeing or
                                required, the resource responsible for            completing each task, the timing to
     Project Management




                                overseeing or completing each task, the           complete each task allowing for vacations
                                timing to complete each task allowing for         and peak patient load times, and the ―Go-
                                vacations and peak patient load times,            To‖ person for initial contact, updates, and
                                and the ―Go-To‖ person for initial contact,       concerns.
                                updates, concerns.                               Provider (and appropriate practice staff), will
                               IOO will provide tools to the Provider and        select a tool (provided by the IOO or the
                                the REC that will ensure monitoring,              REC) to identify perceived and actual risks,
                                resolution and mitigation of risks and            as well as establish mitigation ideas and
                                issues. These tools will include specifics        rules of escalation, and will identify how and
                                identifying perceived and actual risks as         when to be apprised of impending risks or
                                well as establish mitigation ideas and            mitigation to be undertaken.
                                rules of escalation, and will identify how       Provider will identify (with assistance from
     2.




                                and when to be apprised of impending              the IOO or the REC staff) a preferred
                                risks or mitigation to be undertaken.             method to receive status reports.
                               IOO will take primary responsibility for         Provider and appropriate staff will attend
                                communication and coordination of tasks           regular meetings or participate in calls, to
                                required by both the Provider and any             identify tasks completed, tasks to be
                                third-party vendors, involved in the              delayed, resource changes needed,
                                implementation.                                   additional assistance required, etc.
                               IOO will establish regular status
                                meetings or calls to identify tasks
                                completed, tasks to be delayed, resource
                                changes needed, additional assistance
                                required, etc




                                                                Page 31
                                                                          Basic Services 2:
                                         To assist Providers with an installed certified EHR system achieve Meaningful Use

Category of
                                           IOO Responsibilities                              Provider Responsibilities
Services
                                              IOO will analyze the Practice‘s current          Provider, and appropriate staff as
                                               workflow and redesign, if necessary, to           necessary, will participate in workflow
                                               improve Provider‘s efficiency and                 reviews and will allow necessary access to
   3. Clinical and Provider Design and




                                               optimize systems.                                 areas identified by the IOO, the REC and/or
                                              IOO will review current usage of both             the EHR resource(s). .
                                               paper and electronic charts and will             Provider and appropriate staff will attend
                                               advise and coordinate the migration of            education sessions on the how to configure
                                               key data into electronic format, as               the practice processes and workflow to
                                               required.                                         progress and meet Meaningful Use
               Configuration




                                              IOO will configure the process and work           standards.
                                               with the REC and EHR Vendor to meet              If additional interface requirements are
                                               Meaningful Use standards.                         identified, the Provider, the IOO and the
                                              IOO will review required data collection          REC staff will convene a meeting to
                                               mechanisms and will advise and                    establish process to address additional
                                               coordinate the migration to meet                  resource and expenditure needs.
                                               Meaningful Use standards.
                                              IOO will establish meetings with the EHR
                                               Vendor, the REC and the Provider to
                                               identify to identify ―key‖ data elements,
                                               establish the timeline and tasks
                                               necessary to complete the migration of
                                               ―key‖ data.
                                              IOO will establish meetings with the EHR
                                               Vendor, the REC and the Provider to
                                               map ‗key‖ data to the rules for
                                               Meaningful Use.
                                              If additional interface requirements are
                                               identified, the Provider, the IOO and the
                                               REC staff will convene a meeting to
                                               establish process to address additional
                                               resource and expenditure needs.
                                              IOO will conduct office staff interviews to      Provider will participate, and allow
                                               identify state of processes &workflow.            appropriate office staff to participate, in
   4. Infrastructure




                                              IOO will manage documentation of                  interviews and other data gathering
     and Security




                                               current and future-state processes to             activities to identify the current state of
                                               assist the practice in meeting the                processes and workflows and the needs of
                                               Meaningful Use standards.                         future processes and workflows to allow the
                                              IOO will identify and document Provider-          IOO and/or the REC staff to create a gap
                                               specific business and technical                   analysis to inform the project plan to
                                               requirements for implementation.                  progress the practice to Meaningful Use of
                                                                                                 their EHR system.
                                              IOO will ensure implementations meet
                                               best industry standards for infrastructure;      Provider will identify a central location to
                                               e.g., privacy and security, HIPAA                 store documents provided by the IOO and/
                                               compliance, backup and recovery.                  or the REC.
                                                                                                Provider will review all documents
                                                                                                 (current/future state, gap analysis, floor plan
                                                                                                 redesign) and provide feedback to ensure
                                                                                                 that his/her office/practice-specific needs
                                                                                                 are incorporated.




                                                                               Page 32
                                                       Basic Services 2:
                      To assist Providers with an installed certified EHR system achieve Meaningful Use

Category of
                        IOO Responsibilities                               Provider Responsibilities
Services
                           If additional interface requirements are          If additional interface requirements are
                            identified, the Provider, the IOO and the          identified, the Provider, the IOO and the
   5. Procurement,
   Deployment and



                            REC staff will convene a meeting to                REC staff will convene a meeting to
                            establish process to address additional            establish process to address additional
                            resource and expenditure needs.                    resource and expenditure needs.
   Installation




                                                                              Provider will acknowledge receipt of
                                                                               notice(s) of delay and schedule meeting(s)
                                                                               to review mitigation plan(s).



                           IOO will develop and carry out a training         Providers will participate in training
                            plan for the practice which may include            assessments provided by the IOO, the
                            on-site and off-site training, including           REC and/or the EHR Vendor to identify
                            web-based training, and Provider‘s                 training needs and requirements.
                            obligations with regard to training; and
                            which will include:                               Providers will participate and will provide
                            o Workflow re-design                               their staff time to participate in all training
                                                                               sessions, including on-site, off-site or web-
        6. Training




                            o Process improvement
                                                                               based (e.g., on-line or webinars) training
                            o Practice personalization                         provided by the IOO, the REC and/or the
                            o Template modification to meet                    EHR Vendor.
                                 Meaningful Use standards
                                                                              Providers and appropriate staff will
                            o Daily and/or monthly maintenance
                                                                               agree to complete assessments of
                            o Downtime procedures                              competency in the following areas
                            o IOO management tools, if                         according to their scope of
                                 appropriate                                   responsibility in the practice:
                           On-site training plans will detail the             o   Workflow re-design
                            number of trainers and hours that                  o   Process improvement
                            trainers will be on site to train Providers
                                                                               o   Practice personalization
                            and their staff. Off-Site training plans
                            must detail the number of hours required           o   Template modification to meet
                            for Provider and their staff to be off-site.           Meaningful Use standards
                                                                               o   Daily and/or monthly maintenance,
                                                                               o   Downtime procedures
                                                                               o   IOO management tools.




                                                             Page 33
                                                                        Basic Services 2:
                                       To assist Providers with an installed certified EHR system achieve Meaningful Use

Category of
                                         IOO Responsibilities                             Provider Responsibilities
Services
                                            IOO must provide 90 calendar days of            Provider will ensure that their IOO
                                             troubleshooting and triage capability            Agreement contains a provision committing
                                             including issue coordination with vendors        the IOO to providing troubleshooting, triage
                                             (hardware, software and EHR). For the            and issue coordination with all third-party
                                             90 calendar days, IOO will:                      vendors involved in the implementation for
                                                                                              90 calendar days after the EHR system is
                                             o    provide 12/7 help-desk coverage             live.
                                                  and support services for server
                                                  models in emergency situations; and        Provider will work with the IOO, and/or the
                                                                                              REC to complete an issue/triage form that
                                             o    24/7 help-desk coverage and
                                                                                              includes at least the following:
                                                  support services for hosted models
      7. Post Implementation Support




                                                  in emergency situations.                    o Telephone number and e-mail of triage
                                                                                                   resource.
                                            After the 90-calendar-day period,                o Initial steps to check before calling or e-
                                             assuming the practice signs a 1 year                  mailing.
                                             maintenance agreement with the IOO
                                             and a 1 year maintenance agreement               o Steps for providing information as to the
                                             with the EHR Vendor, IOO will provide                 issue (screen prints, error messages).
                                             12 months of troubleshooting and triage          o Date/time of when issue is identified
                                             capability.                                           and when reported to IOO.
                                            IOO will provide triage and tracking tools       o Provision of optimal time for IOO to
                                             and processes.                                        contact staff for questions or additional
                                            IOO will ensure that the EHR systems                  information.
                                             and technology (i.e., hardware and               o Use of tracking tool for issue
                                             connectivity) vendors are aware of their              identification and resolution notes.
                                             role and the requirements for post-
                                             implementation support to the Provider.
                                            IOO will develop and train Provider/
                                             practice on the use of an issue/triage
                                             form that includes at least the following:
                                             o Telephone number and e-mail of
                                                 triage resource.
                                             o Initial steps to check before calling
                                                 or e-mailing.
                                             o Steps for providing information as to
                                                 the issue (screen prints, error
                                                 messages).
                                             o Date/time of when issue is identified
                                                 and when reported to IOO.
                                             o Provision of optimal time for IOO to
                                                 contact staff for questions or
                                                 additional information.
                                             o Use of tracking tool for issue
                                                 identification and resolution notes.
                                            Certified IOO must guarantee                    Provider and practice staff must agree to
      8. Optimization




                                             implementation of a federally-certified          participate in all necessary activities
                                             EHR system.                                      identified to progress and reach Meaningful
                                            Certified IOO must guarantee Provider‘s          Use.
                                             Meaningful Use of its federally-certified
                                             EHR system.




                                                                            Page 34
                                             ATTACHMENT C

                                         Fee-For-Service Option

Additional Services are all services the Certified IOO provides in the course of its business related to EHR
systems that are not included in the Basic Services. Such Additional Services will be offered on a fee-for-
service or fixed fee basis. A list of the Additional Services available and the associated fees are set forth
below.

                                             SEE ATTACHED




                                                   Page 35
                                                     ATTACHMENT D

                                        ARRA Reporting Requirements Template
Certified IOO will provide the information requested on the Grants and Loans Reporting Form which can be found,
together with instructions on completing the form, at https://www.federalreporting.gov/federalreporting/downloads.do. A
copy of the current version of this form will be provided to the Certified IOO for completion as its initial submission. MTC
reserves the right to modify the template as necessary from time to time.




                                                           Page 36
                                             ATTACHMENT E

                Officer‟s Certificate on Representations, Warranties and Covenants
   1) Is your organization in compliance with of all its obligations under all bank lending and other credit
      (e.g., equipment leases) arrangements and has it been in compliance with these requirements
      during the past 12 months?
      Yes              No

   2) During the past 5 years has your organization filed for bankruptcy or has any Principal (more than
      5% stockholder or other type of ownership) or officer been an officer or Principal of another firm
      that filed for or been the subject of any bankruptcy or insolvency proceeding?
      Yes                No

   3) Is your organization current in all of its obligations to federal, state and local taxing authorities?
      Yes             No

   4) Is your organization a party in any litigation proceeding or threatened litigation which could result
      in a material adverse effect on the organization?
      Yes              No

   5) Has your organization or any officer or Principal been convicted in any criminal proceeding (other
      than minor traffic and other non-felony offenses) during the past 5 years or currently the subject
      of any similar criminal proceeding?
      Yes               No

   6) Is your organization involved in any material dispute with any federal, state or local regulatory
      authority or been involved in any such material dispute during the past five years?
      Yes             No

   7) (a) Are your organization‘s financial statements audited? and,
      Yes             No

       (b) If so, have you received a ―going concern‖ opinion from such audit firm during the past three
          years?
       Yes               No

   8) Are more than 25% of your revenues derived from any single customer?
      Yes            No

   9) Did your organization have positive net income in each of the two most recent fiscal years?
      Yes             No

   10) Do your organization‘s tangible current assets (current assets less goodwill) exceed its current
       liabilities?‖
       Yes            No


If you have answered „Yes‟ to questions 2, 4, 5, 6, 7(b), or 8, please explain.
If you have answered „No‟ to questions 1, 3, 7(a), 9, or 10, please explain.
Attach additional sheets if necessary.




                                                   Page 37
                                                    Certification

The undersigned,                                                                                         , hereby certifies
                                                  (Name and Title)
that I am a duly authorized representative of
                                                                             (Company Name)
and that all of the foregoing answers and all statements contained in any explanation are complete, true
and correct. Providing false or misleading information or failure to provide all required information will be
considered grounds for decertification. I attest to the accuracy of all information contained in this
application and verify that the information submitted is in fact complete, accurate and true.



Signed and Sworn under the Pains and Penalties of Perjury

Dated at:
                              (location)

This          day of                       , 20


                                                           By:
                                                                                       (Signature)

                                                           Name:
                                                                                    (Printed or Typed)

                                                           Title/Position:




                                                        Page 38

				
DOCUMENT INFO
Description: Preferred Vendor Agreement Commission document sample