Upp Technology, Incorporated VENDOR: Environmental …...Contact Name: Tracey Davis `Contact Phone: (615) 532-8496 Original Contract Number: FA-07-17177-00 *original RFS Number:

CONTRACT #15RFS # 343.49-47107

FA # 07-17177-04

HealthCommunicable &

Environmental Disease Services

VENDOR:Upp Technology, Incorporated

PHIL BREDESENGOVERNOR

STATE OF TENNESSEEDEPARTMENT OF HEALTH

CORDELL HULL BLDG.425 5TH AVENUE NORTH

NASHVILLE TENNESSEE 37243 SUSAN R. COOPER, MSN, RNCOMMISSIONER

June 25, 2010

Mr. James White, DirectorFiscal Review Committee320 Sixth Avenue, North, 8th FloorNashville, TN 37243andM.D. Goetz, Jr., CommissionerDepartment of Finance & AdministrationState Capitol, First FloorNashville, TN 37243-0285

Dear Director White and Commissioner Goetz:

Please note that, due to an extended absence from the office due to a medical emergency, CommissionerSusan Cooper was not available to sign the Non-Competitive Amendment Request form. In order to meet thesubmission deadline for this request, Deputy Commissioner Jim Shulman signed the Non-CompetitiveAmendment Request form that is included in this Submission Package.

Submitted for your review and approval is a request to amend the fee for service contract FA-07-17177-04 with Upp Technology, Inc. This amendment is being proposed for the Tennessee CountermeasureResponse Network (TNCRN), formerly known as the State Pharmaceutical and Laboratory InformationTracking System (SPLIT). This amendment is to extend the term of the contract through July 31, 2011and to provide funding for ongoing maintenance as well as modifications and enhancements to thenetwork, utilizing the rates in the existing contract.

Your favorable response is appreciated.

Sincerely,

LA.A.:\ i%'

^.^..'

)

-1Susan R. Cooper, MSN, RNCommissioner

RECEIVED

JUN 2 5 2010

FISCAL REVIEW

NON-COMPETITIVE AMENDMENT REQUEST:

1)

RFS # 34349-47107

2)

Procuring Agency: Department of Health

8)

Service Option : Tennessee Countermeasure Response Network (TNCRN)

4)

Contractor: Lipp Technology, Incorporated

5)

Contract# FA-07-17177-04

6)

Contraet Start Date: February 1, 2007

7)

CURRENT Contract End Date : (If ALL options to extend the contract are exercised) July 31, 2010

8)

CURRENT Maximum Cost : (if ALL options to extend the contract are exercised) $ 3,289, 008.00PROPOSED AMENDMENT 1NFORMATON

8) Amendment # 5

10) Amendment Effective Date : (attached explanation requited If < 60 days after F&A receipt) August 1, 2010

11) PROPOSED Contract End Date : (if ALL options to extend the contract are exercised) July 31, 2011

12) PROPOSED Maximum Cost: (If ALL options to extend the contract are exercised) $ 3,632,844.00

13) Approval Criteria : ►

use of Non-Competitive Negotiation is in the best Interest of the state(select one)

only one uniquely qualified service provider able to provide the service14) Description of the Proposed Amendment Effects & Any Additional Service :

Amendment is to extend the term, and increase funding for the Contract.

15) Explanation of Need for the Proposed Amendment :To comply with Federal Pandemic and All-Hazards Preparedness Act (PAHPA) legislation andsubsequent Centers for Disease Control and Prevention, Assistant Secretary for Preparedness andResponse (CDCIASPR) grant requirements, technology solutions have been implemented usinghardware and software applications in the areas of emergency operations management, notification,volunteer credentialing/management, disaster resource/inventory management, and patient registration/tracking. These systems are in total the make up of the suite of systems termed the TennesseeEmergency Medical, Awareness, Response, and Resource (T-EMARR) systems.

APPROVED

Commissioner of Finance & Administration

The Department of Health requests approval to non-competitively17177-04 with Upp Technology, Inc. This Amendment isCountermeasure Response Network (TNCRN), formerly knownLaboratory Information Tracking (SPLIT) system. This amendmentcontract through July 31, 2011 as well as provide fundingenhancements, utilizing the rates in the existing contract.

amend the Contract Number FA-07-being proposed for the Tennessee

as the State Pharmaceutical andis needed to extend the term of the

for ongoing maintenance and modifications and

.1P) Name: aAttd

sote ut.M. prl►l.

.:.,Qwste ..;{

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mail

ion).

Scott Upp, CEO, Upp Technology Incorporated, 3075 Highland Parkway, Suite 730, Downers Grove, IL60515

i7) OfticefarIntorrn

on 3,eacpcceâ_ ndQ

3naflt.;. (rt9uiredPrint .. lorm_t lRO1al yse

Documentation is ...

I

t Not Applicable to this Request

Attached to this Request

1h) .:.0He ith Initiative:

for

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rp tt

l iteiit tgf S&fOhaI

tfbrmpbeEiticaIx lebcretary or.;

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Documentation Is ...

Q Not Applicable to this Request

/ Attached to this Request

18) Depattmerit .of .Human Resources. ndor ere st•

(required for'state employees:imining .aerviie)


Not Applicable to this Request

q Attached to this Request

211) Description offProcaling Agency Eft' of

•to Identity Rss^6tenst>Irs, competitive., Pkq'r

rtw

ifitt+ rnt

9

The original contract was competitively bid through the RFP process. The preparedness system solutionprovided by Upp Technology covers many areas of preparedness responsibility Including inventory andresource management, patient tracking, standardized Healthcare Language 7 (HL7) messaging, andsupports daily public health roles (immunizations, lab orders, pharmacy Inventory). These systemcomponents do not currently exist on the market in one system. This was validated through a review ofthe suite of products offered by competitors of Upp Technology Incorporated.

21) Justification for the Proposed Non-Competitive Amendment :

As with all states across the nation, Tennessee has an urgent needfor surge capacity level management of vaccines, antiviral medications,any public health emergency.

to ensureand

that the state is preparedother resources to handle

AftENCY:HEA'.SLGNATURE.B,.:1WE.:be^.signed'& dieted by the

T(JAL:pttacuivi^ 99t1 y i

ad..as:detailed.on::tire Signapue Cartifeation on file withOCR— signature by en authotized:signatory wilt be at tagtetl only in daeumented exigant Cin:uritstani es)

(7/

6/7/2 0 /ZY

Supplemental Documentation Required forFiscal Review Committee

*Contact Name: Tracey Davis `ContactPhone :

(615) 532-8496

*Original ContractNumber:

FA-07-17177-00 *original RFSNumber:

343 .49-471-07

Edison ContractNumber: (ifapplicable)

19405

_Edison RFSNumber: (if

applicable)34349-47107

*Original ContractBegin Date :

February 1, 2007 *Current EndDate :

July 31 ,2010

Current Request Amendment Number:(ifapplicable) 5

Proposed Amendment Effective Date :&applicable)

August 1 ,2010

*Department Submitting: Department of Health

*Division:Communicable and Environmental Disease

Services (CEDS)

*Date Submitted: June 25, 2010

*Submitted Within Sixty (60) days: NoIfnot, explain:

*Contract Vendor Name : Upp Technology Incorporated*Current Maximum Liability: $3,289,008.00

*Current Contract Allocation by Fiscal Year:(as Shown on Most CurrentFully Executed Contract Summary Sheet)FT 2007 FY:2008 FY:2009 FY:2010 FY: 2011$987,873 $1,186,461 $300,166 $799,553 $14,955_*Current Total Expenditures by Fiscal Year of Contract:(attach backup documentation from STARS or FDAS.repor4FY:2007 FY:2008 FY:2009 FY:2010 FY2011 FY2012$987,873 $1,167,180 $280,296 $469,778 $ $

IF Contract Allocation has beengreater than ContractExpenditures, please give thereasons and explain where surplusfunds were spent :

This contract includes funds for modifications andenhancements at an hourly rate (milestone 7).During the term of the contract, it has not beennecessary to use all allocated modifications andenhancement hours, therefore some allocatedfunds have remained unspent. The unspentfederal funds are redirected for other programexpenditures with approval of the federal agency.

IF surplus funds have been carriedforward, please give the reasonsand provide the authority for thecarry forward provision:

N/A

Effective October 30, 2009


IF Contract Expenditures exceededContract Allocation, please give thereasons and explain how funding

N/A

was acquired to pay the overage:*Contract

Funding State: Federal: $3,832,252.00Source/Amount:

Interdepartmental:Other

If "other'' please define:Dates of All Previous Amendments Brief Description of Actions in Previous

Amendments or Revisions : (ifapplicable)or Revisions: (ifapplicable)1— August 30, 2007 Added funding for ongoing maintenance

2 — August 1, 2008 Added funding for ongoing maintenance and the purchase ofadditional handheld devices, single slot docks, power supply USBcables, and emulation software.

3 -- July 1, 2009 Added funding for ongoing maintenance and the major milestoneassociated with this amendment were the purchase of a central serverapplication of the system to support emergency response activitiesstatewide, a detailed framework architecture plan, installation andconfiguration of the system, training, user acceptancetesting/conferences, documentation/manuals, and additional wirelessaccess point devices.

4 — December 2009 Adding funding and another year to the contract.

Method of' Original Award: (ifapplicable) RFP*What were the projected costs of the

service for the entire term of the contractprior to contract award?

$2,035,600



For all new non-competitive contracts and any contract amendment that changesSections A or C.3 of the original or previously amended contract document,provide estimates based on information provided the Department by the vendorfor determination of contract maximum liability. Add rows as necessary toprovide all information requested.

If it is determined that the question is not applicable to your contract documentattach detailed explanation as to why that determination was made.

Planned expenditures by fiscal year by deliverable. Add rows as necessary to indicate allestimated contract expenditures.

Deliverable description: FY: 2011 FY:2012 FY: FY: FY:Milestones #6 & #7 $527,993 $15,843

Proposed savings to be realized per fiscal year by entering into this contract. Ifamendment to an existing contract, please indicate the proposed savings to be realized by

the amendment. Add rows as necessary to define all potential savings per deliverable.Deliverable description: FY: FY: FY: FY: FY:

No savings identified

Comparison of cost per fiscal year of obtaining this service through the proposedcontract or amendment vs. other options. List other options available (including other

vendors), cost of other options, and source of information for comparison of otheroptions (e.g. catalog, Web site). Add rows as necessary to indicate price differentials

between contract deliverables.Proposed Vendor Cost:(name of vendor) FY: FY: FY: FY: FY:

No other vendersidentified.


Contract Payments - UPP Technologies

PUBLIC HEALTH EMERGENCY PREPAREDNESS

UPP Technologies - Contract # FA- -0717977-02 {2H/07=

Milestones

ScheduledCompletion

DateMilestoneAmount

Milestone AmountMinus 10% Retention

GrantCode

FundingSource Invoice Date Invoice it

PeriodCovered

DateInvoice

ApprovedInvoiceAmount

Milestone 1 - Design Document and PreliminaryImplementation Plan 3/112007 $

99,785 $

89,806.50 117 Base 211012007 TN-001 3/1/2007 311/2007 $

89 806.50Milestone 2 - Provide Handheld Devices & LaptopSewers/Application Software 4/1/2007 $

498,926 $

449,033.40 117 Base 5122/2007 TN-002 NIA 512212007

,

$

449 033.40Milestone 3 - Provide the ability to generatetransactions in standard format (HL7)Milestone 4 - Support User Acceptance Test

5/1/20075/31/2007

$

498,926$

498,926$

449,033.40 117 Base 5131/2007 TN-003 NIA 6/12/2007

,

$

449 ,033.40

Milestone 5 - Completion of Training 81112007 $

399,143449,033.40$

$

359,228.70117 Base 6129/2007 TN-004 NIA 7/31/2007 $

449 , 033. 40

Milestone 6 - Ongoing Maintenance ($13,133/mo)7/1107 thru

6130/08 $

157,596 $

141,836.40

117

117

Base

Base

91412007

91412007

TN-005

TN-007

NIA

6127107-8/30/07

9/5/2007

9/5/2007

$

359,228.70

$

28,017.00

Milestone 6 - Ongoing Maintenance ($13,1331mo)711/07 thru

6130108 $ 118 PAN 10/10/2007 8364 911107-9/30107 10/16/2007 $

13,133.00


6130108 118 PAN 10/11/2007 838410/1107-12/31108 1/14/2008 $

39,399.00

10% Retention 117 Base 9/412007 TN-006 91512007 $

199,570.60

Milestone 6 - Ongoing Maintenance ($13,1331mo)7/1/07 thru

6/30108 $ 118 PAN 2115/2008 8654111108-3131108 4/11/2008 $

39,399.00


6130108 118 PAN 5113/2008 8834 411108-6130108 5119/2008 $

39,399.00

Milestone 6-Ongoing Maintenance (S13,1331mo)7/1/08 thru

6/30109 $

157,596 118 PAN 9100 711/08.9/30108 11121/2008 $

26,266.00

Milestone 6 - Ongoing Maintenance ($13,133/mo)7/1 /08 thru

6130109 119 PAN 12/312008 9100 911108-9120108 11/21/2008 $

13,133.00


6130109 119 PAN 12/3/2008 92071011108-12/31/08 1/3/2009 $

39,399.00

Milestone 6 - Ongoing Maintenance ($13,1331mo)711108 thru

6130109 119 PAN 3/23/2009 9464 111109-3/31109 3/23/2009 $

39,399.00


6130109 119 PAN 41112009 9522 411109-6/30109 6/11/2009 $

39,399.00

Milestone 6 - Ongoing Maintenance ($13,1331mo)711109 thru11/30109 $

65,665 119 PAN 8/27/2009 9884-07 711109-7131109 9/17/2009 $

13,133.00

Milestone 6 - Ongoing Maintenance ($13,1331mo)7/1109 trine11130/09 110 Base 8/27/2009 9884-08 811109-8131/09 11118/2009 $13,133.00

Milestone 6 - Ongoing Maintenance ($13,1331mo)711109 thru11/30/09 110 Base 8127/2009 9884-09 911109-9130109 11118/2009 $

13,133.00

Milestone 6 - Ongoing Maintenance ($13,1331mo)711109 thru11/30/09 110 Base 1112/2009 10348

10/1/09-10/31/09 1111812009 $

13,133.00

Milestone 6 - Ongoing Maintenance ($13,133/mo)7/1109 thru11/30/09 1 10 Base 1212/2009 10371

1111/09-11/30/09 1/8/2010 $

13,133.00

Milestone 6 -Ongoing Maintenance ($14,3631mo)12/1109 thru

6130110 $

100,541 110 Base 12131/2009 1045412/01109-12/31/09 1/812010 $14,363.00

Mileslone 6 - Ongoing Maintenance ($14,363/mo)1211109 thru

6130110 110 Base 113112010 10648111110-1/31110 3/17/2010 $14,363.00

Total UPP Contract Payments 6/7/20104:00 PM1

Milestones

ScheduledCompletion

DateMilestoneAmount

Milestone AmountMinus 10% Retention

GrantCode

FundingSource . Invoice Date Invoice it

PeriodCovered

Dateinvoice

ApprovedInvoiceAmount

Milestone 6 - OngoinaMaintenance ($14,3631mo)12/1109 thru

6130110 110

.

Base 212812010 10771211/10-

2128110 3117/2010 $14,363.00


6130110 110 Base 3/31/2010 10889311110 -3131110 4113/2010 $14,363.00


6130110 110 Base 4/3012010 10966411/10-

4130110 5/11/2010 $14,363.00


6130110 110 Base


6130110 110 Base

Milestone 6 - Ongoing Maintenance ($14,3631mo)Milestone 7 - Modifications & Enhancements

7/1110 thru7131110

711107 thru$

14,363 110 Base

($1481hour)Milestone 7 - Modifications & Enhancements

61301067/1/08 thru

$

21,032 117 :.

$1481hour 6130109 $

19,870 _ 118 PAN.. ...

... '

.

. 2

...

.....

Milestone 7 - Modifications & Enhancements($148/hour)

711109 thru6/30110 $

131,128 110Basel

PHER 3/3112010 10896 5/412010 $

108,173.20Milestone 7 - Modifications & Enhancements($1481hour)

711110 thru6130/11 $

5921101if1 Base

Milestone 8 - Provide Handheld Devices, etc. 8/9/2008 $

122,700 118 CRl 7/31/2008 8988 11121/2008 $

122,700.00

Milestone 9 - Develop Project Plan/Architecture Plan 712812009 $

10,000 159 52-405 8/312009 9953 11/412009 $

10,000.00Milestone 10 - Provide Enterprise Central ServerSoftware and Licenses 7/3112009 $

196,225 159 52-405 8/3/2009 9954 111412009 $

196,225.00

Milestone 11 - Install, configure, and test all software 8131/2009 $

17,900 110 Base 9/312009 10062 11/18/2009 $

17,900.00Milestone 12 - SME to perform system upgrades,training and configuration 9/30/2009 $

30,000 110 Base

Milestone 13 - Conduct user acceptance reviews 1113012009 $

25,000 110 BaseMilestone 14- Provide software/hardwareimprovements 2128/2010 $

30,000 110 BaseMilestone 15 - Develop hardware and applicationdocumentation 2128/2010 $

12,500 110 BaseMilestone 16 - Provide radio frequency equipment toallow for expanding wireless network capacity 212812010 $

180.594 110 BaseTOTALS

,,i+-Y''G.. -

^' -. $ 3 ,299,008 $

1,937 979.$0':*

f.

^"c'.

>. ^z

%

°'? •

?,.1•in\i+i

cii:'T

;>

-.. t::,..

905127.20

Total UPP Contract Payments6/7/20104:00 PM2

Public Health Emergency Preparedness (PHEP) Program

State Pharmaceutical and Laboratory Information Tracking (SPLIT) ProjectUpp Technologies, formerly Integrated Warehousing Solutions

Funding by Fiscal Year

Milestone FY07 FY08 FY09 FY10 FY11 FY12

ContraTtales

1 $

89,807

$

9,978 99,785-- 2 $ 449,033

49,893 $

498,9263 $449,033

$

49,893 $ 498,9264 $ 498,9261 $ 498,926

5 $ 399,143 j- _

$ 399,1436 -..

$ ..157,596

___.$ 157,596 $ 166,206 1 $ 172,356 $

14,363 $ 668,1177 _

21,032 $

19,870 - $ 131,128 ; $ 370,592 $

1,480 $ 544,102--- - - i -8 $ 122,700 $ 122,7009 $

10,000 1 $

10,00010 $ 196,225

_ ...__ $196,225

11 $

17,900 $ 17,90012 -- -- I -- *

30,000 30,00013 $

25,000 25,00014 30,00015 12,50016 $ 180,594

j$ 180,594

Total $ 987,873

$ 1,186,461

$ 300,166 $ 799,553 1 $ 542,948 $

15,843 $ 3,832,844

request-eHealth-3-29•10

TO :

FROM :

DATE :

RE :

E-Health Pre-Approval Endorsement RequestE-Mail Transmittal

Love! VanArsdale, Office of e-Health InitiativesDepartment of Finance & Administration

E-Mail : Lovel.Vanarsdalea(7.tn.govCarole Sumner, OITS Administrative ServicesDepartment of Health

E-Mail : Carole.Sumner(tn.stov

June 15, 2010

Request for eHealth Pre-Approval Endorsement

APPLICABLE RFS #

34349-47107

OFFICE OF E-HEALTH INITIATIVES ENDORSEMENT SIGNATURE & DATE :

6'fr2/4.)Office of e-Health Initiatives

Office of e-Health Initiatives (eHealth) pre-approval endorsement appears to be required pursuant to professional servicecontracting regulations pertaining to procurements with medical/mental health-related professional, pharmaceutical;laboratory, or imaging type services as s component of the scope of service. This request seeks to ensure that eHealth isaware of and has an opportunity to review the procurement detailed below and in the attached document(s).

Please Indicate eHealth endorsement of the described procurement (with the appropriate signature above), and return thisdocument via e-mail at your earliest convenience.

MEDICALIMENTAL HEALTH-RELATED SERVICE DESCRIPTION :

State Pharmaceutical and Laboratory Information Tracking (SPLIT) System

CONTRACTING AGENCY CONTACT :Tracey Davis, Program ManagerPublic Health Emergency ResponseE-Mail: tracey.davisatn.gov,

REQUIRED ATTACHMENT(S) As APPLICABLE (copies without signatures acceptable) :

0 RFP, Competitive Negotiation Request, Alternative Procurement Method Request, orNon-Competitive Contract/Amendment Request

proposed contract or amendment

TD OH CONTRACT PROCESSING WORKSHEET

Today's Date 05/25/10Program Submitting Contract CEDS Contract Tracking# 2006.01-11-002

Program Contact Tracey Davis Phone Of 532-8496

Prior Contract it FA-07-17177-04

Contract Term: From: 2/1/07

To: 7/31/11 Prior RFS it

343.49-471-07

lô pe$EPCheck OneNewRenewal

Check One

Amend # 5RevenueDPADGANC

Other

Out of StateOut of Country

Contractor: Upp Technology Inc. Fed ID #: V-36-3418855

Authorized Signer's Name and Title: Scott Upp, CEO

Name of Contact Person for Contract: Scott Upp

Phone: 630-493-7864 FAX: 630-353-6916 Email: [email protected]

Contractor Address: 3075 Highland Parkway, Suite 730

City, State & Zip: Downers Grove, IL 60515

Brief Description of Service: The Tennessee Countermeasure Response Network (TNCRN), formerly known as theState Pharmaceutical and Laboratory Information Tracking (SPLIT) system. This amendment is needed to extend theterm of the contract through July 31, 2011 as well as provide funding for ongoing maintenance and modifications andenhancements, utilizing the rates in the existing contract.(Do Not Include "Provision of' in Description)Service Area County Code: stw Vendor Registered in SPRS: Yes X No _ (form sent to vendor)Does State need Business Associate Agreement (BAA) with Contractor? Yes X No _(If yes, then provide copy of completed BAA.)

Procurement Method:

* Competitive (attach documentation) * Non-Competitive (attach justification)

Funding TOTALCONTRACTAMOUNT

CURRENTYEAR

AMOUNT

PRIORAMOUNT

AMOUNT OFDIFFERENCE

For Multiple

AC/CC

$Contract Amount

$3,832,844 $3,289,008 $543,836 343.49-135 $3,027,798Personnel Expenses -

343.49-136/

$356,094

f.Total State Funding

343.49-137 $122,700Total Federal Funding (07)

Type: 93.283

(08)(09)(10)(11)(12)

$987,873$1,186,461

$300,166$799,553$542,948$15,843

$987,873$1,186,461

$300,166$799,553$14,955 $527,993

$ 15,843

343.49487

343.52.405

$120,027

$206,225

{

Total Other Funding

Allot. Code & CC Multiple Multiple

Number of Positions

ti

Review/Approvals:Program Contract Developer:Section/R.egional Director:Bureau Budget:Bureau Director:BAS Funds Certification &

Budget:BAS Contract Review:BAS Assistant Commissioner:

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,:. ^jti:r°?^âj :;z^; : ;BRii•Irrlit^:i- j!4c r!p17,}'( j

9 135 $987,873.00 $987,873.00

$0.00 $987,873.00 $0.00 $0.00 $987,873.00

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-rJ,. r' 3 ,rri$1,007,833

l

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:^„

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343.49 136 $178,628 $178,628

,Jr $0.00 $1 , 186,461 $0.00 $0.00 $1,186,461

ik1:ir

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$177,466

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i Fr!i!9'{:iif"1Sli; ::t;•;

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$177,466

343.49 137$122,700 $122,700

r^^r:,u,,?k;;. , ^,.

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$473,301

::;.••^ :

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i ^!rr::n.s.t_.:u,1u....^...IÊ^•.'',!'?+1I:,",:^

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i s=

$473,301

343.49 187$120,027 $120,027

343.52 4o5$206,225 $206,225

w1k

sl, , ,

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i tt•="i

'

-1 F! r$0.00 $799 ,553 $0.00 $0.00 $799 ,553

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atli7it.vlîL•?e:s!a!!4:'irc

$542,948

to .1N!d..i i?:'11^ :i(.?S::d<-Yl•:'iì^

^J.il::.,^.^rg::m?::i!: :!,!•r,.:,,,,,.,:.1..:`!i!'iiik:•+.,•^,:..;til,.;.,.,

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,

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$542,948

?^1 ptr^tehn uL!

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......343.49

(.:.•

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TOTAL$0.00 $542,948 $0.00 $0.00 $542,948

1-(^:•,I.:,

44.......... .

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¢ <...

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_-$15,843 $15,843

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AMENDK7-16-09

AGRI"

) •

C O N T R A C T

A M E N D M E N T•4d

Agency Tracking # Edison ID Contract # Amendment #

34349-47107 19405 FA-07-17177-04 5

Contractor

Upp TECHNOLOGY INCORPORATED

Contractor Federal Employer Identification or Social Security #q C- or @ V- 363418855-00

Amendment Purpose/ EffectsTo add funding for ongoing maintenance and modifications & enhancements to the Tennessee Countermeasure Response Network(TNCRN)

Contract Begin Date Contract End Date Subreciplent or Vendor

® Vendor

CFDA #(s)

93.28302/01/07 07131/11 q SubrecipientFY State Federal Interdepartmental Other TOTAL Contract Amount

2007 $987,873 $987,873

2008 $1,186,461 $1,186,461

2009 $300,166 $300,166

2010 $799,553 $799,553

2011 $542,948 $542,948

2012 $15,843 $15,843

$3,832,844 $3,832,844

American Recovery and Reinvestment Act (ARRA) Funding –

YES ^^ NO— COMPLETE FOR AMENDMENTS — Agency Contact & Telephone #

Crystal Allen 741-9419END DATE AMENDED?

I^ YES • NO

FY Base Contract &Prior Amendments

THIS AmendmentONLY

2007 $987,873 Agency Budget Officer Approval (there is a balance in the appropriationfrom which this obligation is required to be paid that is not otherwiseencumbered to pay obligations previously incurred)2008 $1 , 186,461

2009 $300,166

2010 $799,553

2011 $14,955 $527,993S peed CodeHL00000742

Account Code708990002012 $15 ,843

TOTAL: $3,289,008 $543,836

-OCR USE- Procurement Process Summary (non-competitive, FA- or ED-type only)

AMENDK7-16-09

343.49

135

089

11

93.283

$987,873

$987,873

AMENDK7-16-09

343.49 135 089 11 93.283 $1,007,833

343.49 136 089 11 93.283 $178,628

.!

.,...;.

trrie t''..............

$1,186,461

AMENDK7-16-09

FA-07-17177-03

343.49 136 089 11 93.283 $177,466

343.49 137 089 11 93.283 $122,700

$300,166

AMsNOx7-1649

T^v

RIM

2010

qw Own

343.49 135 089 11 93.283 $473001

343.49 187 11 93.283

343.52 405 089 11 93183 $206,225

$799,553

AMEN DK7-1 6-09

343.49

135

089

11

93.283

$542,948

$542,948

AMENDK7-16-09

'

"

.

'

I Y"

2012

135 93.283 $15,843

$15,843

AMENDK7-16-09

AMENDMENT FIVETO FA-07-17177-00

This Contract Amendment is made and entered by and between the State of Tennessee, Department ofHealth, hereinafter referred to as the "State" and Upp Technology, Incorporated, hereinafter referred toas the "Contractor." It is mutually understood and agreed by and between said, undersignedcontracting parties that the subject Contract is hereby amended as follows:

1. B.1. Contract Term. This Contract shall be effective for the period commencing on February1, 2007 and ending on July 31, 2011. The State shall have no obligation for servicesrendered by the Contractor which are not performed within the specified period.

2. The text of Contract Section C.1. is deleted in its entirety and replaced with the following:

C.1.

Maximum Liability. In no event shall the maximum liability of the State under thisContract exceed Three Million Eight Hundred Thirty Two Thousand Eight Hundred FortyFour Dollars ($3,832,844). The payment rates in Section C.3 shall constitute the entirecompensation due the Contractor for the Service and all of the Contractor's obligationshereunder regardless of the difficulty, materials or equipment required. The paymentrates include, but are not limited to, all applicable taxes, fees, overheads, and all otherdirect and indirect costs incurred or to be incurred by the Contractor.

The Contractor is not entitled to be paid the maximum liability for any period under theContract or any extensions of the Contract for work not requested by the State. Themaximum liability represents available funds for payment to the Contractor and does notguarantee payment of any such funds to the Contractor under this Contract unless theState requests work and the Contractor performs said work. In which case, theContractor shall be paid in accordance with the Service Rates detailed in Section C.3.The State is under no obligation to request work from the Contractor in any specific dollaramounts or to request any work at all from the Contractor during any period of thisContract.

3.

The text of Contract Section C.3. is deleted in its entirety and replaced with the following:

C.3. Payment Methodology. The Contractor shall be compensated based on the paymentrates herein for units of service authorized by the State in a total amount not to exceedthe Contract Maximum Liability established in Section C.1.

a. The Contractor's compensation shall be contingent upon the satisfactorycompletion of units, milestones, or increments of service defined in Section A.

b. The Contractor shall be compensated for said units, milestones, or increments ofservice based upon the following payment rates:

1

AMENDK7-16.09

Service Description Amount

(per compensableincrement)

Milestone 1 - Design Document and Preliminary Implementation $99,785Plan (Section A.2.)

Completed no later than March 1, 2007(amount paid upon completion of the milestone)

Milestone 2 - Provide Handheld Devices & Laptop $498,926Servers/Application Software (Section A.3.)Completed no later than April 1, 2007(amount paid upon completion of the milestone)

Milestone 3 - Provide the ability to generate transactions in $498,926standard format (HL7) (Section A.4.)Completed no later than May 1, 2007(amount paid upon completion of the milestone)

Milestone 4 — Support User Acceptance Test (Section A.5.) $498,926Completed no later than May 31, 2007(amount paid upon completion of the milestone)

Milestone 5 - Completion of Training (Section A.6.) $399,143Completed no later than August 1, 2007(amount paid upon completion of the milestone)

Milestone 6 — Ongoing Maintenance (Section A.7.)Completed during the term of the Contract, but no sooner than June1, 2007. Ongoing maintenance in a subsequent contract period orperiods is contingent on contract extension referenced in sectionB.2. of this Contract. The proposed rate per month for ongoingmaintenance will remain the same for any contract extension.

From 07/01/07 through 06/30/08 @ $13,133 per month $157,596


From 07/01/09 through 11/30/09 @ $13,133 per month $ 65,665



From 07/01/11 through 07131/11@ $14,363 per month $14,363

2

AMEN DK7-16-09

Milestone 7 — Modifications and Enhancements (Section A.8.)Completed during the term of the Contract, but no sooner than June1, 2007. Ongoing modifications and enhancements in a subsequentcontract period or periods are contingent on contract extensionreferenced in section B.2. of this Contract. The proposed cost perapplied labor hour will remain the same for any contract extension.

From 07/01/07 through 06/30/08 --142.11 Hours @ $148

From 07/01/08 through 06/30/09 -134.25 Hours @ $148

From 07/01/09 through 06/30/10 - 886 Hours @ $148


From 07/01/11 through 07/31/11 -10 Hours @ $148

Hours @ $148 Labor rate per applied labor hour

$21,032

$19,870

$131,128

$370,592

$ 1,480

Milestone 8 — Provide 48 each of the Handheld Devices,Batteries, Single Slot Dock, Power Supply USB Cable, andEmulation Software.To be purchased no later than August 9, 2008.

$122,700

Milestone 9 - Develop a detailed Project Plan andcomprehensive Framework Architecture Plan for the enterprisecentral server and all connected peripherals. (Section A.11.)Completed no later than July 28, 2009(amount paid upon completion of the milestone)

$10,000

Milestone 10 - Provide the Enterprise Central Server softwareand licenses for all connected peripherals needed to operatecentral and local applications. (Section A.12.)Completed no later than July 31, 2009(amount paid upon completion of the milestone)

$196,225

Milestone 11 - Install, configure, and test all software on thecentral server, including all connected peripherals. (SectionA.13.)Completed no later than August 31, 2009(amount paid upon completion of the milestone)

$17,900

Milestone 12 - Contractor Subject Matter Experts (SME) toperform system upgrades, training and configuration at seven(7) locations across the state. (Section A.14.)Completed no later than September 30, 2009(amount paid upon completion of the milestone)

$30,000

3

AMENDK7-16-09

Milestone 13 - Conduct user acceptance reviews. (SectionA.15.)Completed no later than November 30, 2009(amount paid upon completion of the milestone)

$25,000

Milestone 14 - Provide softwarelhardware improvements.(Section A.16.)Completed no later than February 28, 2010(amount paid upon completion of the milestone)

$30,000

Milestone 15 - Develop Hardware and Applicationdocumentation. (Section A.17.)Completed no later than February 28, 2010(amount paid upon completion of the milestone)

$12,500

Milestone 16— Provide radio frequency equipment to allow forexpanding wireless network capacity. (Section A.18.)Completed no later than February 28, 2010(amount paid upon completion of the milestone)

$180,594

4.

The text of Contract Section E.2. is deleted in its entirety and replaced with the following:

E.2.

Communications and Contacts. All instructions, notices, consents, demands, or othercommunications required or contemplated by this Contract shall be in writing and shall bemade by facsimile transmission, by overnight courier service, or by first class mail,postage prepaid, addressed to the respective party at the appropriate facsimile numberor address as set forth below or to such other party, facsimile number, or address as maybe hereafter specified by written notice.

The State:

Tracey Davis, Program ManagerTennessee Department of HealthCommunicable and Environmental Disease Services1st Floor, Cordell Hull Building425 Fifth Avenue, NorthNashville, TN 37243Tracey.davis a(7,tn.govTelephone Number: (615) 532-8496Facsimile Number: (615) .741-3857

The Contractor:

Scott Upp, CEOUpp Technology, Incorporated3075 Highland Parkway, Suite 730Downers Grove, IL 60515supp(aûpp.comTelephone Number: (630) 493-7864Facsimile Number: (630) 353-6916

4

AMENDK7-16-09

The revisions set forth herein shall be effective August 1, 2010. All other terms and conditions notexpressly amended herein shall remain in full force and effect.

IN WITNESS WHEREOF,

UPP TECHNOLOGY, INCORPORATED:

CONTRACTOR SIGNATURE

DATE

PRINTED NAME AND TITLE OF CONTRACTOR SIGNATORY (above)

DEPARTMENT OF HEALTH:

SUSAN R. COOPER, MSN, RN, COMMISSIONER

DATE

5

GENERAL ASSEMBLY OF THE STATE OF TENNESSEEFISCAL REVIEW COMMITTEE

320 Sixth Avenue, North — 8th FloorNASHVILLE, TENNESSEE 37243-0057

615-741-2564

Rep. Charles Curtiss, Vice-ChairmanRepresentatives

Harry Brooks

Donna RowlandCurtis Johnson

Tony ShipleySteve McManus

Curry ToddMary Pruitt

Eddie YokleyCraig Fitzhugh, ex officio

Speaker Kent Williams, ex officio

MEMORANDUM

The Honorable Dave Goetz, CommissionerDepartment of Finance and Administration

SUBJECT:

Contract Comments(Fiscal Review Committee Meeting 12/15/09)

RFS# 343.49-47107Department: HealthContractor: Upp Technologies IncorporatedSummary: The vendor is currently responsible for the provision of thedevelopment and implementation of the State Pharmaceutical andLaboratory Information Tracking (SPLIT) system. The proposedamendment increases the maximum liability by $120,027 to providefunding for an additional 811 hours of system modifications andenhancements. as a result of the H1N1 influenza pandemic.Maximum liability: $3,168,981Maximum liability w/amendment $3,289,008

After review, the Fiscal Review Committee voted to recommend approval of thecontract amendment.

cc: The Honorable Susan Cooper, CommissionerMr. Robert Barlow, Director, Office of Contracts Review

Sen. Bill Ketron, ChairmanSenators

Douglas Henry

Reginald TateDoug Jackson

Ken YagerRandy McNally, ex officio

Lt. Governor Ron Ramsey, ex officio

TO:

FROM:

DATE:

Bill Ketron, Chairman, Fiscal Review CommitteeCharles Curtiss, Vice-Chairman, Fiscal Review Committee

December 16, 2009

Cie./

STATE OF TENNESSEE

DEPARTMENT OF HEALTHCORDELL HULL BUILDING

425 5th AVENUE NORTHNASHVILLE, TENNESSEE 37243

December 1, 2009



The Department of Health requests approval to non-competitively amend the Contract Number FA-07-17177-03 with Upp Technology Incorporated. This Amendment is being proposed for the StatePharmaceutical and Laboratory Information Tracking (SPLIT) system as part of the Public HealthEmergency Response (PHER) to H1Nl. Tennessee has received funding to address pandemic H1N1influenza and a critical need in this response is surge-capacity level tracking abilities for vaccineadministration and antiviral medications dispensing.

We appreciate your approval to proceed with the amendment. Thank you for considering this request.

Sincerely,

0

,k, swSusan R. Cooper, MSN, RN, Commi oner

RECEIVED

DEC 0.1 2009

FISCAL REVIEW

MEMORANDUM

To:

F&A Office of Contracts Review

From:

Susan R. Cooper, MSN, RN, Commissioner

Date:

December 1, 2009

Subject: Late Contract Submission

Contract RFS #: 343.49-471-07

Contractor Name: Upp Technology Incorporated

Purpose of the Contract:

The recent pandemic HI NI influenza has necessitated increased capabilities for tracking theallocation of medical countermeasures, the number of vaccine doses and specific medicalcountermeasures administered, the inventory of resources at a specific location, and reporting thedemographics of populations seen within clinics/mass vaccination clinics/shelters (to identifyunderprivileged populations that may not be seeking medical care). Tennessee has receivedadditional federal funding specifically to address planning and implementation of an urgentresponse to pandemic H1 N1 influenza.

Reason contract submitted for late approval:

The award notice for supplemental pandemic HI NI influenza implementation was receivedSeptember 25, 2009. The HI NI vaccines began arriving the week of October 5th and animmediate need for surge capacity level tracking of vaccines and antiviral medications wasdetermined by the Department. We have been in negotiations with this vendor to determine theircapabilities and if they can meet the needs of the Department as quickly as needed for the HI NIresponse.

Was the Contractor authorized to commence work on the scope of services prior to contractapproval?:

No


*Contact Name Tracey Davis*Contact

Phone: (615) 532-8496

*Original ContractNumber. FA-07-17177-00

*Original RFSNumber: 343.49-471-07

Edison ContractNumber : (if applicable)

11279 Edison RFSNumber (if

app li cabl e )

34349-47107

*Original ContractBegin Date February 1, 2007

*Current EndDate: July 31, 2010

Current Request Amendment Number:(if applicable)

4

Proposed Amendment Effective Date:(if applicable)

December 15, 2009

*Department Submitting Department of Health

*DivisionCommunicable & Environmental DiseaseServices (CEDS)

*Date Submitted: 12/01/09*Submitted Within Sixty (60) days : No

If not, explain'

The award notice for supplementalpandemic H1N1 influenza implementationwas received September 25, 2009.H1N1 vaccines began arriving the weekof October 5th and an immediate need forsurge capacity level tracking of vaccinesand antiviral medications was determinedby the program. We have been innegotiations with this vendor to determinetheir capabilities and if they can meet theneeds of the state as quickly as needed forthe H1N1 response.

*Contract Vendor Name: Upp Technology, Inc.

*Current Maximum Liability: $3,139,178*Current Contract Allocation by Fiscal Year:(as Shown on Most Current Fully Executed Contract Summary Sheet)FY: 07 FY: 08 FY: 09 FY: 10 FY: 11 FY:$987,873 $1,186,461 $300,166 $679,526 $14,955 $*Current Total Expenditures by Fiscal Year of Contract(attach backup documentation from STARS orFDASreport)FY: 07 FY: 08 FY: 09 FY: 10 FY: 11 FY:$987,873 $1,167,179,70 $240,897 $

IF Contract Allocation has beengreater than ContractExpenditures, please give thereasons and explain where surplus



funds were spent:For all new non-competitive contracts and any contract amendment that changesSections A or C.3. of the original or previously amended contract document,provide estimates based on information provided the Department by the vendorfor determination of contract maximum liability. Add rows as necessary toprovide all information requested.

If it is determined that the question is not applicable to your contract documentattach detailed explanation as to why that determination was made.

IF surplus funds have been carriedforward, please give the reasonsand provide the authority for thecarry forward provision:IF Contract Expenditures exceededContract Allocation, please give the;;reasons and explain how fundingwas acquired to pay the overage :

*ContractFunding

Source/AmountState: 0 Federal: $3,289,008

Interdepartmental: 0 Other

If "others' please define:Dates of All Previous Amendments

or Revisions: (ifapplicable)

Brief Description of Actions in PreviousAmendments or Revisions: (ifapplicable)

1 — August 30, 2007 Added funding for ongoing maintenance.

2 — August 1, 2008 Added funding for ongoing maintenance and thepurchase of additional handheld devices, single slotdocks, power supply USB cables, and emulationsoftware.

3 — July 1, 2009 Added funding for ongoing maintenance and the majormilestone associated with this amendment were thepurchase of a central server application of the systemto support emergency response activities statewide, adetailed framework architecture plan, installation andconfiguration of the system, training, user acceptancetesting/conferences, documentation/manuals, andadditional wireless access point devices.

Method of Original Award: (ifapplicable) RFP*What were the projected costs of the

service for the entire term of the contractprior to contract award?

$ 2,035,600



Planned expenditures by fiscalall

year by deliverable. Add rows as necessary to indicateestimated contract expenditures.

Deliverabledescription:

FY: 07 FY: 08 FY: 09 FY: 10 FY: 11

Milestone 1 $

89,807 $

9,978Milestone 2 $ 449,033 $

49,893Milestone 3 $ 449,033 $

49,893Milestone 4 $ 498,926Milestone 5 $ 399,143Milestone 6 $ 157,596 $ 157,596 $ 166,206 $ 14,363Milestone 7 $

19,870 $ 131,128 $

592Milestone 8 $ 21,032 $ 122,700Milestone 9 $

10,000Milestone 10 $ 196,225Milestone 11 $

17,900Milestone 12 $




12,500Milestone 16 $ 180,594

Proposed savings to be realized per fiscal year by entering into this contract. Ifamendment to an existing contract, please indicate the proposed savings to be realized

by the amendment. Add rows as necessary to define all potential savings perdeliverable.

Deliverabledescription:

FY: FY: FY: FY: FY:

N/A

Comparison of cost per fiscal year of obtaining this service through the proposedcontract or amendment vs. other options. List other options available (including other

vendors), cost of other options, and source of information for comparison of otheroptions (e.g. catalog, Web site). Add rows as necessary to indicate price differentials

between contract deliverables.ProposedVendor Cost:(name ofvendor)

FY: FY: FY: FY: FY:

N/AOther VendorCost: (name FY: FY: FY: FY: FY:of vendor)

Other VendorCost: (name

FY: FY: FY: FY: FY:


Supplemental Documentation RequiredforFiscal Review Committee

of vendor)


Public Health Emergency Preparedness (PHEP) Program

State Pharmaceutical and Laboratory Information Tracking (SPLIT) Project

Upp Technologies, formerly Integrated Warehousing Solutions

Funding by Fiscal Year

Milestone FY07 FY08 FY09

I FY10 FY11 Contract Total AC/CC

1 $

89,807 $

9,978 $

99,785 343.49-135

2 $

449,033 $

49,893 $

498,926 343.49-135

3 $

449,033 $

49,893 $

498,926 343.49-135

4 $

498,926 498,926 343.49-135

5 $

399,143 $

399,143 343.49-135

6 $

157,596 $

157,596 $

166,206 $

14,363 $

495,761 FY08 & FY09=343.49-136, FY 10 & FY11=343.49-135

7 $

21,032 $

19,870 $

131,128 $

592 $

172,622

FY08 & FY09=343.49-136, FY 10 & FY11=343.49-135 +

343.49-187

8 122,700 $

122,700 343.49-137

9 $

10,000 $

10,000 343.52-405

10 196,225 $

196,225 343.52-405

11 $

17,900 $

17,900 343.49-135

12 $

30,000 $

30,000 343.49-135

13 25,000 $

25,000 343.49-135

14 I $

30,000 $

30,000 343.49-135

15 $

12,500 $

12,500 343.49-135

16 $

180,594 $

180,594 343.49-135

Total $

987,873 $

1,186,461 $

300,166 $

799,553 $

14,955 $

3,289,008

NON-AMD123008 .


1)

RFS # 343.49-471-07

2)

Procuring Agency : Department of Health

EXISTING' CONTRACT INFORMATON .'

•:

3)

Service Caption :

;...;. State Pharmaceutical and Laboratory Information Tracking (SPLIT) system

4)

Contractor :

.:. Upp Technology, Inc.

5)

Contract # FA-07-17177-03

6)': Contract Start Date.: ... February 1, 2007

7)

CURRENT Contract End Date

(if ALL options to extend the contract are exercised} July 31, 2010

CURRENT Maximum Cost

(if ALL options to extend the contract are exerclse^)

°. <. :. $ 3,168,981:: ,..

.:.PROPOSEt)AMENDMENTINFORMATON

': :••

' '

'^"'^•' •

^^"^ '•''

9

Amendment #. 4

10) Amendment Effective Date s'{attached explanation required if < 60 days after.F&A receipt) December 15, 2009

.11) PROPOSED .Contract End Date,:: (if .ALL.options to extend the contract are exercised) July 31, 2010

:12} PROPOSED Maximum Cost :: (if ALL options to extend the contract are exercised) $ 3,289,008

13) Approval Criteria.::...

(selectbrie)use of Non-Competitive Negotiation is in the best interest of the state

only one uniquely qualified service provider able to provide the service

14) Description of the Proposed Amendment Effects &Any Additional Service811 hours of modifications and enhancements will be added to assist with the critical need of surge-capacity leveltracking abilities needed during the Public Health Emergency Response (PHER) to pandemic H1N1 influenza.

15) Explanation of Need for the Proposed Amendment :The recent pandemic H1 N1 influenza has necessitated increased capabilities for tracking the allocation of medicalcountermeasures, the number of doses vaccines and specific medical countermeasures administered, the inventoryof resources at a specific location, and reporting the demographics of populations seen within clinics/massvaccination

clinics/shelters

(to

identify underprivileged

populations

that

may not

be

seeking

medical

care).Tennessee has received additional federal funding specifically to address planning and implementation of aresponse to pandemic H1N.1 influenza.

APPROVED


NON-AMD123008

16) Name & Address of Contractor's Current Principal Owner(s) : (not required for a TN state education institution)

Joshua Vierling, Upp Technology, Inc., 3075 Highland Pwky, Suite 730, Downers Grove, IL 60515

17) Office for Information Resources Endorsement : (required for information technology service; n/a to THDA)



O Attached to this Request

18) eHealth Initiative Endorsement

(required for health-related professional, pharmaceutical, laboratory, or imaging service)



@ Attached to this Request

19) Department of Human Resources Endorsement :(required for state employees training service)

•


@ Not Applicable to this Request

n Attached to this Request

20) Description of Procuring Agency Efforts to Identify Reasonable, Competitive, Procurement Alternatives :.

This original contract was competitively bid through the RFP process. The preparedness system solution provided byUpp Technology, Inc. covers many areas of preparedness responsibility including inventory and resourcemanagement, patient tracking, standardized Healthcare Language 7 (HL7) messaging, and supports daily publichealth roles (immunizations, lab orders, pharmacy inventory). These system components do not currently exist onthe market in one system. This was validated through a review of the suite of products offered by competitors of UppTechnology, Inc. If requested to do so,' multiple RFPs would have to be issued to meet the needs of the State andthe cost of obtaining such a system would be prohibitive. This would delay our state's ability to track vaccineadministration and antiviral medications dispensing during Tennessee's response to pandemic HI NI influenza.

21). Justification for the Proposed Non Competitive Amendment :::. ;; `..: •; ':

^.

' '

!

Tennessee is in critical need of surge capacity level management of vaccines, antiviral medications, and otherresources to handle HI Ni pandemic influenza.

AGENCY HEADSIGNATURE & DATE,c':'::': .ci;.._. °

•-'

°'(must be signed & dated bythe' ACTUAL procuring agency head as detailed on the Signature Certification on file with OCR- signatureby an authorized . signatory . will be accepted only in docurriehted exigent circumstances)

a^^^

V -SIGNATURE & DATE

11/25/2009 09:48

615-741-6164

STATE OF TENN

PAGE 01/01

0-5.06

.

^4.v,

.

•

,...gaW

1...

.A

• ^

ÂORIC :

.R!

/

ma

y

..

,N S

I.FAX_ T

TO :

FROM :

DATE :

RFS #

RE ;

Mark Bengal, Chief information OfficerOffice for Information Resource

Mike Newman,

Office for Information TechnologyServices

FAX # 532-0471

FAX # 532 M5114

Z:5-J 2-00''

343.49.471 Q7

Procurement Endorsement — Upp Technologies, Inc. contract Amendment 44is. a modification to sections CI, C3, E2 and El 6 to take advantage of additional

.federal funding to respond to surge capacity level tracking of HIM vaccines andantiviral medi cations.

NUMBER OF FAX PAGES (including cover) :

The nature and scope of service detailed in the attached service procurement document(s)appears to require Office for Information Resources (01R) review and support, because the .procurement involves information technology or information systems services,

This communication seeks to ensure that QIR is aware of the procurement and has anopportunity to review the matter, Please determine whether OIR is supportive of theprocurement described by signature below and return this communication at .your earliestconvenience (note the return FAX number above.

Thank you for your help.

Attachment(s)

OIR Endorsement :

/t [Ida 7r

OIR Chief Information Officer Signature Date

*1AMENDK7-16.09

'I"

CONTRACT

AMENDMENT

Agency Tracking # Edison ID

9405 Contract # - Amendment #

34349-47107 44- -

. FA-07-17177-00 4

Contractor

UPP TECHNOLOGY INCORPORATED

Contractor Federal Employer Identification or Social Security #

q C- Or

V-86-4268636-3418855.00

Amendment Purpose/ Effects

IMMEDIATE NEED FOR SURGE CAPACITY LEVEL TRACKING OF HI NI VACCINES AND ANTIVIRAL MEDICATIONS

Contract Begin Date Contract End Date Subrecipient or Vendor

CFDA #(s)

02/0112007 07/31/2010 Subrecipient O Vendor

93.283

FY State Federal Interdepartmental Other TOTAL Contract Amount2007 $987,873 $987,873

2008 $1,186,481 $1,186,461

2009 $300,166 $300,166-=210= $799;553

2011 $14,955 $14,955

$3,289,008<

$3,289,008

-American Recovery and Reinvestment Act (ARM) Funding - NI YES

Z NO— COMPLETE FOR AMENDMENTS — Agency Contact & Telephone #

END DATE AMENDED?

q YES

0 NOCr ystal Alien 741-9419

FY Base Contract &Prior Amendments

THIS AmendmentONLY

2007 $987,873 Agency Budget Officer Approval (there is a balance in the appropriation

2008 $1 186 461,

, . from which this obligation is required to be paid that is not otherwiseencumbered to p y obligations previously incurred)

2009 $300,166 n)

1J ^n^N1'1 ,2010 $679,526 $120,027

4%eG

2011 $14,955 Speed Code Account Code

TOTAL: $3,168,981 $120,027 HL00000742 70899000

— OCR USE — ^ Procurement Process Summary (non-competitive, FA- or ED-type only)

I

FA-07-17177-04

$987,873

FA-07-17177-04

M,eM '^ !'^'1e

a>w

tP

Yf

Y+^^•^w^^^î^°Sr

343.49 135 089 11 93.283 $1,007,833

343.49 136 089 11 93,283 $178,628

$1,186,461

343.49 137 089 11 93.283 $122,700

$300,166

:3%"f`^,t^^G ^.00i:MI^lxi

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yJl'TsGa-J'a K .trvS^•^'r"r,^, to^.(Ce°.

,-.....)1''t,,.. ti.T ...

343.49 135 089 11 93.283 $473,301

343.49 187 089 11 93.283 $120,027

343.52 405 089 11 93.283 $206,225

.tom ^5<' ^T.

•^4..^.•.1.

+t^^Y ^,ttmil'.: ^

.tu1

{`99 t 553

t

^M1 er ' FA-07-17177-04

Fls^ . Rr. 'v,;; 2011&vas

343.49.

135

089

11

93.283

$14,955

$14,955

AMENl7K7-16 .08

AMENDMENT FOURTO FA-07-17177-00

This Contract Amendment is made and entered by and between the State of Tennessee, Department ofHealth, hereinafter referred to as the "State" and Upp Technology Incorporated, hereinafter referred toas the "Contractor." it is mutually understood and agreed by and between said, undersignedcontracting parties that the subject Contract is hereby amended as follows:

1. The text of Contract Section C.1. is deleted in its entirety and replaced with the following:

C.1.

Maximum Liability. in no event shall the maximum liability of the State under thisContract exceed Three Million Two Hundred Eighty Nine.Thousand Eight Dollars($3,289,008). The payment rates in Section C.3 shall constitute the entire compensationdue the Contractor for the Service and all of the Contractor's obligations hereunderregardless of the difficulty, materials or equipment required. The payment rates include,but are not limited to, all applicable taxes, fees, overheads, and all other direct andindirect costs Incurred or to be incurred by the Contractor.

The Contractor is not entitled to be paid the maximum liability for any period under theContract or any extensions of the Contract for work not requested by the State. Themaximum liability represents available funds for payment to the Contractor and does notuarantee Y

Yment of an—such— — —

-funds to the Contractor unda—tr Cont act url s tie —-

—-g

p

State requests work and the Contractor performs said work. in which case, theContractor shall be paid in accordance with the Service Rates detailed in Section C.3.The State is under no obligation to request work from the Contractor in any specific dollaramounts or to request any work at all from the Contractor during any period of thisContract.

2. The text of Contract Section C.3. Is deleted in its entirety and replaced with the following:

C.3. PaymentMethodology. The Contractor shall be compensated based on the paymentrates herein for units of service authorized by the State in a total amount not to exceedthe Contract Maximum Liability established in Section C.A.

a. The Contractor's compensation shall be contingent upon the satisfactorycompletion of units, milestones, or increments of service defined in Section A.

b. The Contractor shall be compensated for said units, milestones, or increments ofservice based upon the following payment rates:

2

AMENDK7-16-00

Service Description Amount

(per compensableincrement)

Milestone 1 - Design Document and Preliminary ImplementationPlan (Section A.2.)Completed no later than March 1, 2007(amount paid upon completion of the milestone)

$99,785

Milestone 2 - Provide Handheld Devices & LaptopServers/Application Software (Section A.3.)Completed no later than April 1, 2007(amount paid upon completion of the milestone)

$498,926

Milestone 3 - Provide the ability to generate transactions instandard format (HL7) (Section A.4.)Completed no later than May 1, 2007(amount paid upon completion of the milestone)

$498,926

=Milestone-4-= Support=User=Acceptance=Test-(Sectior A5T)Completed no later than May 31, 2007(amount paid upon completion of the milestone)

$4987926

Milestone 5 : Completion of Training (Section A.6.)Completed no later than August 1, 2007(amount paid upon completion of the milestone)

$399,143

Milestone 6 — Ongoing Maintenance (Section A.7.)Completed during the term of the Contract, but no sooner than June1, 2007. Ongoing maintenance in a subsequent contract period orperiods is contingent on contract extension referenced in section8.2. of this Contract. The proposed rate per month for ongoingmaintenance will remain the same for any contract extension. .

From 07/01/07 through . 06/30/08 @ $13,133 per month

From 07/01/08 through 06/30/09 @ $13,133 per month




$157,596

$157,596

$ 65,665

$100,541

$ 14,363

3

AMENDK7-16 .09

Milestone 7 -: Modifications and Enhancements (Section A.8.)Completed during the term of the Contract, but no sooner than June1, 2007. Ongoing modifications and enhancements in a subsequentcontract period or periods are contingent on contract extensionreferenced in section B.2. of this Contract. The proposed cost perapplied labor hour will remain the same for any contract extension.

From 07/01/07 through 06/30108 -1 42.11 Hours @ $148

From 07/01/08 through 06/30/09 - 134.25 Hours @ $148



Hours @ $148 Labor rate per applied labor hour

$21,032

$19,870

$131,128

$

592

Milestone 8 - Provide 48 each of the Handheld Devices, $122,700Batteries Single Slof . Deok; Power-StWIVUSB Cable; and _

Emulation Software.To be purchased no later than August 9, 2008.

Milestone 9 - Develop a detailed Project Plan andcomprehensive Framework Architecture Plan for the enterprisecentral server and all connected peripherals. (Section Al.1.)Completed no later than July 28, 2009(amount paid upon completion of the milestone)

$10,000

Milestone 10 - Provide the Enterprise Central Server softwareand licenses for all connected peripherals needed to operatecentral and local applications. (Section A.12.)Completed no later than July 31, 2009(amount paid upon completion of the milestone)

$196,225

Milestone 11 - Install, configure, and test all software on thecentral server, Including all connected peripherals. (SectionA.13.)Completed no later than August 31, 2009(amount paid upon completion of the milestone)

$17,900

Milestone 12 - Contractor Subject Matter Experts (SME) toperform system upgrades, training and configuration at seven(7) locations across the state. (Section A.14.)Completed no later than September 30, 2009(amount paid upon completion of the milestone)

$30,000

4

AMENDK7.16.09

Milestone 13 - Conduct user acceptance reviews. (SectionA.15.)Completed no later than November 30, 2009(amount paid upon completion of the milestone)

Milestone 14 - Provide softwarelhardware improvements.

$30,000(Section A.16.)Completed no later than February 28, 2010(amount paid upon completion of the milestone)

'Milestone 15 - Develop Hardware and Application

$12,500documentation. (Section A.17.)Completed no later than February 28, 2010(amount paid upon completion of the milestone)

Milestone 16 — Provide radio frequency equipment to allow for

$180,594expanding wireless network capacity. (Section A.18.)Completed no later than February 28, 2010(amount paid upon completion of the milestone)


E.2.

Communications ?nd Contacts. All instructions, notices, consents, demands, or othercommunications required or contemplated by this Grant Contract shall be in writing andshall be made by certified, first class mail, return receipt requested and postage prepaid,by overnight courier service with an asset tracking system, or by EMAIL or facsimiletransmission with recipient confirmation. Any such communications, regardless ofmethod of transmission, shall be addressed to the respective party at the appropriatemailing address, facsimile number, or EMAIL address as set forth below or to.that of suchother party or address, as may be hereafter specified by written notice.

The State:

Tracey Davis, Program ManagerTennessee Department of HealthCommunicable & Environmental Disease ServicesCordell Hull Building1st Floor, 425 5t'' Avenue NorthNashville, TN [email protected] it (615) 532-8496FAX # (615) 741-3857

The Grantee:

Josh Vierling, Director of SalesUpp Technology Incorporated3075 Highland Parkway, Suite 730Downers Grove, IL 60515Jierlinq C@ uDD.comTelephone # (630) 493-7864FAX # (630) 353-6916

$25,000

5

AMENDK7.18-09

All instructions, notices, consents, demands, or other communications shall beconsidered effectively given upon receipt or recipient confirmation as may be required.

4.


E.16. CFDA Number(s). When applicable, the Contractor shall inform . its licensed independentpublic accountant of the federal regulations that are to be complied with in performanceof an audit. This information shall consist of the following Catalog of Federal DomesticAssistance Numbers and Grant Names:

93.283 — Public Health Emergency Response (PHER)93.069— Public Health Emergency Response (PHER) to H1 N1

The revisions set forth herein shall be effective on the date of final approval by the appropriate Stateofficials in accordance with applicable Tennessee State laws and regulations. All other terms andconditions not expressly amended herein shall remain in full force and effect.

. IN WITNESS WHEREOF,

UPP TECHNOLOGY INCORPORATED:

PRINTED NAME AND TITLE OF C NTRACTOR SIGNATORY (above)

-/oTRACTOR SI cr ATURE

DATE

D


R. lll5N, )SUSAN R. COOPER, MSN, RN, CO MISSI NER

*: .

6

•a•/0DATE


320 Sixth Avenue, North – 8th FloorNASHVILLE, TENNESSEE 37243-0057

615-741-2564

Rep. Charles Curtiss, Vice-ChairmanRepresentatives

Harry Brooks


Tony ShipleySteve McManus



Speaker Kent Williams, ex officio

MEMORANDUM

TO:


FROM:

Bill Ketron, Chairman, Fiscal Review Committee

DATE:

June 23, 2009

SUBJECT:

Contract Comments(Fiscal Review Committee Meeting 6/22/09)

RFS# 343.49-471Department: HealthContractor: Upp Technologies IncorporatedSummary: The vendor is currently responsible for the provision of thedevelopment and implementation of the State Pharmaceutical andLaboratory Information Tracking (SPLIT) system. The proposedamendment extends the current contract for an additional year, reflectsthe name change and FEIN number ., adds the Voluntary Buyout Programlanguage, and increases the maximum liability by $680,681.Maximum liability: $2,488,300Maximum liability w/amendment $3,168,981

After review, the Fiscal Review Committee members present unanimouslyrecommended approval of the contract amendment. The Committee did notformally adopt the recommendation due to absence of a quorum. Therecommendation will be presented for ratification at the next Committee meeting.


Sen. Bill Ketron, ChairmanSenators

Douglas Henry


Ken YagerPaul StanleyRandy McNally, ex officio


Charles Curtiss, Vice-Chairman, Fiscal Review Committee4L'


CORDELL HULL BUILDING425 5th AVENUE NORTH

NASHVILLE, TENNESSEE 37243

RECEIVEDJUN 0 5 2009

FISCAL REVIEW

June 5, 2009



This Amendment is being proposed to continue to provide the maintenance and upgrades to the StatePharmaceutical and Laboratory Information Tracking system. The Department of Health requestsapproval to non-competitively amend the Contract Number FA-07-17177-02 with Upp TechnologiesIncorporated (formerly Integrated Warehousing Solutions).

In addition to the extension of the contract term, this amendment also includes the purchase of a centralserver application of the system to support emergency response activities statewide, a detailed frameworkarchitecture plan, installation and configuration of the system, training, user acceptancetesting/conferences, documentation/manuals, and additional wireless access point devices. Thisamendment will also establish for the State a comprehensive system to track patient movement withinemergency health department Point of Dispensing (POD) clinics, shelters, and other sites as deemednecessary. Further, the amendment provides the ability to allow the populace to register for emergencyclinics through the internet which will in turn expedite patient throughput. This information will help usmeet the federal grant requirement of treating the population of Tennessee within a 48 hour period duringcertain disease outbreak scenarios.

We appreciate your approval to proceed with the amendment. Thank you for considering this request.

Sincerely,

(A

2, (O-\Susan R. Cooper, MSN, RN, Commissioner


*Contact Name: Paul Petersen*Contact

Phone: 741-8529

*Contract Number: FA-07-17177-03 *RFS Number: 343.49-471-07*Original Contract

Begin Date: 2/1/07*Current End

Dater 7/31/09

Current Request Amendment Number:(if applicable) 3

Proposed Amendment Effective Date:(if applicable) 7/1/09

*Department Submitting: Department of Health

*Division:Bureau of Health Services,Communicable Disease Services

*Date Submitted: June 5, 2009*Submitted Within Sixty (60) days: No

RECEIVED

JUN 1 9 2009

FISCAL REVIEWIf not, explain:

The process of meeting with Programstaff to determine specific needs andScope of Services items and discussionswith the vendor to determine the final.,:costs was initiated months ago. Contractdocuments were prepared in advance butcould not be processed until notificationof funding availability. The hiring freezeand associated voluntary buy-out forcedthe Department to reorganize contractstaff and associated support personnel,which affected contract processing flow.Additionally, the contract format changedthree times during the process, whichmeant that the amendment had to beprepared each time and sent through thereview process three different times, sointernal reviews through the Departmenttook longer than originally anticipated.

*Contract Vendor Name:Upp Technologies Incorporated formerlyIntegrated Warehousing Solutions

*Current Maximum Liability: $2,488,300*Current Contract Allocation by Fiscal Year:(as Shown on Most Current Fully Executed Contract Summary Sheet)FY: 07 FY: 08 FY: 09 FY: 10 FY$987,873 $1,186,461 $300,166 $13,800 $

*Current Total Expenditures by Fiscal Year of Contract:(attach backup documentation from STARS or FDAS report)FY: 07 FY: 08 FY: 09 FY: 10 FY FY$987,873.30 $1,167,179.70 $240,897.00 $0 $


IF Contract Allocation has beengreater than ContractExpenditures, please give thereasons and explain where surplusfunds were spent:

This contract includes funds for modificationsand enhancements (milestone 7) at an hourly rate.To date, it has not been necessary to requestmodifications, therefore these funds haveremained unspent.

IF surplus funds have been carriedforward; please give the reasonsand provide the authority for thecarry forward provision:IF Contract Expenditures exceededContract Allocation, please give thereasons and explain how fundingwas acquired to pay the overage:

*ContractFunding State: Federal:: $3,168,981

Source/Amount:Interdepartmental: Other:

If "other" please define:Dates of All Previous Amendments Brief Description of Actions in Previous

Amendments or Revisions: (if applicable)or Revisions: (if applicable)August 30, 2008 Ongoing Maintenance, modifications and

enhancements.August 1, 2009 Ongoing Maintenance, modifications and

enhancements. Also the purchase of 48 handhelddevices and Emulation Software.

Method of Original Award: (if applicable) RFPInclude a detailed breakdown of the Milestone 9 - Develop a detailed Project Plan

and comprehensive Framework Architectureactual expenditures anticipated in each Plan for the enterprise central server and all

year of the contract. Include specific line connected peripherals by July 28, 2009.$10000Milestone 10 - Provide the Enterprise Centralitems, source of funding, and disposition

of any excess fund. (if applicable) Server software and licenses for all connectedperipherals needed to operate central and localapplications by July 31, 2009.$196,225Milestone 11 - Install, configure, and test allsoftware on the central server, including allconnected peripherals by August 31, 2009.$17,900Milestone 12 - Contractor Subject Matter Experts(SME) to perform system upgrades, training andconfiguration at seven (7) locations across thestate by September 30, 2009.$30,000Milestone 13 - Conduct user acceptance reviewsby November 30, 2009.


$25,000Milestone 14 - Provide software/hardwareimprovements by February 28, 2010.$30,000Milestone 15 - Develop Hardware andApplication documentation by February 28,2010.$12,500.Milestone 16 — Provide radio frequencyequipment to allow for expanding wirelessnetwork capacity by February 28, 2010.$180,594

Include a detailed breakdown, in dollars,of any savings that the department

anticipates will result from this contract.Include, at a minimum, reduction in

positions, reduction in equipment costs,reduction in travel. (if applicable)

N/A'

Include a detailed analysis, in dollars, of This non-competitive contractthe cost of obtaining this service through amendment expands the situational

the proposed contract as compared to awareness capabilities of the Tennesseeother options. (if applicable) Department of Health's SPLIT response

system. No other vendor has the samesuite of software products offered, so adirect comparison with other vendors'costs, in dollars, is not available.

PAYMENT HISTORY FOR UPP TECHNOLOGIES (FORMERLY INTEGRATED WAREHOUSING SOLUTIONS)

FFY ALLOT COST OBJR\ BATCHID

TCD INVOICE REFDOC

REFS CURDOC

GRANT SUBGR VENDOR

VNDNO

VSUF EXP

MONTH YEAR SERVDATE WARRANT

F00

INTEGRATED WAREHOUSING SOLUTIO

V364268567 00

89,806.50 03

07 0307

R123178

F00


V364268567 00

449,033.40 06

07 0507

F00


V364268567 00 449,033.40 06

07 0607

FY07 Payments

987,873.30

F00


V364268567 00

449,033.40 08

07 0707

R317567

F00


V364268567 00

359,228.70 09

07 0807

R333774

F00


V364268567 00

199,570.60 09

07 0807

R333774

F00


V364268567 00

28,017.00 09

07 0807

R333774

F00


V364268567 00

13,133.00 11

07 0907

R405652

PAN


V364268567 00

39,399.00 05

08 1207

R659756

PAN


V364268567 00

39,399.00 05

08 0308

R659756

PAN


V364268567 00 39,399.00 05

08 0608

R659756

FY08 Payments

1,167,179.70

PAN


V364268567 00

26,266.00 11

08 1008

R882824

PAN


V364268567 00

13,133.00 11

08 1008

R882824

CRI


V364268567 00

122,700.00 11

08 0708

R882824

PAN


V364268567 00

39,399.00 01

09 1208

PAN


V364268567 00 39,399.00 03

09 0209

5006554

FY09 Payments

240,897.00

Payments from the beginning of the contract

2,395,950.00

07 34349 135 134 34301070307D01500021 103 TNO01 FA0717177 00 030701515 117

07 34349 135 134 34301070613D02200017 103 TNO02 FA0717177 00 061302214 117

07 34349 135 134 34301070615D00400014 103 TNO03 FA0717177 00 061500408 117

08 34349 135 134 34301070821D01300002 103 TNO04 FA0717177 02 082101302 117

08 34349 135 134 34301070907D01200002 103 TNO05 FA0717177 02 090701202 118

08 34349 135 134 34301070907D01200003 103 TNO06 FA0717177 02 090701203 118

08 34349 135 134 34301070907D01200004 103 TNO07 FA0717177 02 090701204 118

08 34349 135 134 34301071105D01500009 103 008364 FA0717177 02 110501507 11808 34349 136 134 34301080530D00400017 103 008384 FA0717177 02 05300408 118

08 34349 136 134 34301080530D00400018 103 008654 FA0717177 02 05300409 118

08 34349 136 134 34301080530000400019 103 008834 FA0717177 02 05300410 118

09 34349 136 134 34301081126D00600029 103 009100 FA0717177 04 11260619 118

09 34349 136 134 34301081126000600030 103 009100 FA0717177 04 11260619 119

09 34349 137 134 34301081126D00600031 103 008988 FA0717177 06 11260620

118

09 34349 136 134 34301090129000500001 103 009207 FA0717177 04 01290501 119

09 34349 136 134 34301090327D00400010 103 009464 FA0717177 04 03270409 119

NON-AMD1 230Q$


RECEIVEDJUN 1 9 2009 .

FISCAL REVIEW

APPROVED


)

RFS # 343.49-471-07

2)

Procuring Agency : , Department of Health......

EXISTING CONTRACT INFORMATON

3)

Service Caption State Pharmaceutical and Laboratory Information Tracking (SPLIT) system

4)

Contractor : Upp Technologies Incorporated formerly integrated Warehousing Solutions

5)

Contract #

.. ...

FA-07-17177-00

Contract Start Date : February 1, 2007

7)

CURRENT Contract End Date : (if ALL options to extend the contract are exercised) January 31, 2012.......

8)

CURRENT Maximum Cost : (if ALL options to extend the contract are exercised) $ 2=882,290.t..

PROPOSED AMENDMENT INFORMATON

9)

Amendment # 3

10) Amendment Effective Date

(attached explanation required if < 60 days after FM receipt) July 1 2009

11) PROPOSED Contract End Date : (if ALL options to extend the contract are exercised) January 31, 2012

12) PROPOSED Maximurn Cost : (if ALL options to extend the contract are exercised):et_ $ 3,651,212

.......

13) Approval Criteria :

I 7 use of Non-Competitive Negotiation is in the best interest of the state(select one)

......

only one uniquely qualified service provider able to provide the service:

14) Description of the Proposed Amendreent Effects & Any Additional Service :

This amendment will ensure continued maintenance for the next 12 months starting 8/1109 throughout 7/31/10.Additionally, 75 hours will be budgeted for any modifications or enhancements that may be needed during 811/09through 7/31/10.

The major milestones associated with this amendment include the . purchase of a central server application of thesystem to support emergency response activities statewide, a detailed framework architecture plan, installation andconfiguration of the system, training, user acceptance testing/conferences. documentation/manuals, and additionalwireless access point devices, This will provide the State a comprehensive system to track patient movement withinemergency health department Point of Dispensing (POD) clinics, shelters, and other sites as deemed necessary.This amendment also provides the ability to allow the populace to register for emergency clinics through the internetwhich will in turn expedite patient throughput. This will help us meet the federal grant requirement of treating thepopulation of Tennessee within a 48 hour period during certain disease outbreak scenarios.

...it_

NON-AMD123OO8

15) Explanation of Need for the Proposed Amendment:

To comply with federal Pandemic and All-Hazards Preparedness Act (PAHPA) legislation and subsequent Centersfor Disease Control and Prevention, Assistant Secretary for Preparedness and Response (CDC/ASPR)grantrequirements, technology solutions have been implemented using hardware and software applications in the areasof emergency operations management, notification, volunteer credentialing/management, disasterresourcelinventory management, and patient registration/ tracking. These systems in total make up the suite ofsystems termed the Tennessee Emergency Medical, Awareness, Response, and Resource (T-EMARR) systems.

During recent planning and exercising of Point of Dispensing (POD) clinics, it has become apparent that real-timesituational awareness is needed in respect to: the allocation of medical countermeasures, the number of doses of aspecific medical countermeasure administered, the inventory of resources at a specific location, the demographics ofpopulations seen within clinics/shelters (to identify underprivileged populations that may not be seeking medicalcare), and the push of system modifications to users. Also, it was identified that expansion of the system wasnecessary in order to be fully utilized by partner agencies. Some of the barriers in place have stemmed from the lackof a central server application of the SPLIT system.

Currently, the SPLIT system includes 118 separate serversrunning the application software, lacking a means to share data, or receive application updates to the system itself,The system was initially designed to help support POD activities when internee connectivity was questionable. As aresult of real life disasters, such as Hurricane Gustav and tornados, it has become apparent that a central applicationof this system is needed; to support not just the activities of the health department but the entire health and medicalresponse as. led by the Tennessee Emergency Management Agency (TEMA).

16) Name & Address of Contractor's Current Principal Owner(s) :

not required for a TN state education institution)

Joshua Viet-ling, Upp Technologies Incorporated, 3075 Highland Pwky, Suite 715, Downers Grove, IL 60515

17) Office for. Information Resources Endorsement : (required for information technology service; n/a to THDA)

Documentation is ... Not Applicable to this Request Attached to this Request

18) eHealth initiative Endorsement : (required for health-related professional, pharmaceutical, laboratory, or imaging service)

Documentation is ... Not Applicable to this Request Attached to this Request

19) Department of Human Resources Endorsement . (required for state employees training service)

Documentation is ..; Not Applicable to this• Request Attached to this Request,

20) Description of Procuring Agency Efforts to Identify Reasonable, Competitive, Procurement Alternatives :

This original contract was competitively bid through the RFP process. The preparedness system solution provided byUpp Technologies covers many areas of preparedness responsibility including inventory and resource management,patient tracking, standardized Healthcare Language 7 (HL7) messaging, and supports daily public health roles(immunizations, lab orders, pharmacy inventory). These system components do not currently exist On the market inone system. This was validated through a review of the suite of products offered by competitors of UppTechnologies. If requested to do so, multiple RFPs would have to be issued to meet the needs of the State and thecost of obtaining such a system would be prohibitive. This would delay our state's ability to track patient/evacueemovement during a disaster and may result in delayed patient/evacuee identification, medical management, andrepatriation.

21) Justification for the Proposed Non-Competitive Amendment

This contract was originally bid through the RFP process with the 82. Term Extension clause. Therefore, at thistime the contract is being extended through July 31, 2010. Further, additional funding and milestones are beingadded in order to comply with the federal Pandemic and All-Hazards Preparedness Act (PAHPA) legislation andsubsequent Centers for Disease Control and Prevention, Assistant Secretary for Preparedness and Response

NONAMD123008

grant requirements, technology solutions,

AGENCY HEAD SIGNATURE & DATE:(must be signed & dated by the ACTUAL procuring agency head as detailed on the Signature Certification on file with OCR— signature

by an authorized signatory will be accepted only in documented exigent circumstances)

SIGNATURE &DATE

06/04/2009 11:15

615-741-6164 STATE OF TENN PAGE 01/01

' ►

FAX/EMAIL TRANSMITTALORltt t;+

see-

to Request O

Procurement Endorsement

TO :

Jane Chittenden, Director

FAX # 741-6164OIR Procurement & Contract Management

FROM :

Marilyn Brandon, Contract Coordinator

FAX # 532-1886

DATE :

June 1, 2009 '

RF'S it

343.49-471-07

lE :

Procurement Endorsement — Integrated Warehousing Solutions

INFORMATION SYSTEMS PLAN PROJECT: N/A

'

NUMBER OP FAX PAGES (including cover)

N/A

The nature and seeps of service detailed in'the attached service procurementdocument(s) appears to require Office for Information Resources (001) review andsupport, because the procurement involves information technology or Informationsystems services.

This communication seeks to ensure that OUR is aware of the procurement and has anopportunity to review the matter. Please determine whether OIR is supportive of theprocurement, If you have any questions or concerns about this matter, please call TerriBartlett at 741-6134.

Please indicate below your response to this proposed procurement, and return thiscommunication at your earliest convenience (note the return FAX number above).


Attachment(s)

Must include the entire contract or amendment document and where applicable, the non-competitive contract or amendment reoue.stform. The original contract and any prioramendments that were applied to the same s__c_tiort of the contract must be provided withan amendment. Electronic copies of the contract, amendments, and request form withoutsignature are acceptable.

RFP documents must be provided in electronicjol'n.

OlR Endorse t

•r j,, pOJR

hi: at;

343.49 — 471

07

VENDOR 93.283

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STATE PHARMACEUTICAI,.AND LABORATORY INFORMATION TRACKING (SPLIT) SYSTEM

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BUREAU OF HEALTH SERVICES, COMMUNICABLE 'DISEASE SERVICES SECTION (CEOS)'

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2007

q African American

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q Hispania

q Small Business

q Government

q Asian

II Female

q Native American

NOT•Mlnorlty/Disadvantaged q Otherri Q ^, '' pry 13' fiat i htV ''' AMIl

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* lyJte' t4t'`g ^rii^.^1.'.11.Z1^>>..`t!1C,tlf3dl^.,i7^3,Y!rl's."'-.l:.l`:1#'ic'-G,^Sti°t,î,l.[u`-iy.±^7.(•J._,•:

WIANAGEMEN"i SERVICES

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JUL 1 3 2009

RECEIVED

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2007

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1

r

' AMENDMENT THREElb FAZY— 1717'T00

This Contract Amendment is made and entered by and between the State of Tennessee, Department ofHealth, hereinafter referred to as the "State" and Integrated Warehouse Solution, LLC, "(as amendedherein)", hereinafter referred to as the "Contractor. " It is'mutually understood and agreed by and betweensaid, 'undersigned cohtracting . parties that the subject Contract Is hereby amended as follows: .

.

The following piovlslon Is -added as .CorEadf Sections E17,•€.18 and"E:f t3;` "

E,17, Contractor Name. All references to "Integrated Warehousing Solutions" shall be deletedand replaced with "Upp Technology, Incorporated.".

E.18. Federal Employer Identification. All references for FEIN, "36-4268567 " shall be deletedand replaced with FEIN, "36-3418855.

E.19. Voluntary Buyout Program. The Grantee acknowledges and understands that, for aperiod of two years beginning August 16, 2008, restrictions are imposed on former stateemployees who received a State of Tennessee Voluntary Buyout Program (VBP)severance payment with regard to contracts with state agencies that participated In theVBP.

a.

The State will not contract with either a former state employee who received a.VBP severance payment or an entity in which a former state employee whoreceived a VBP severance payment or the spouse of such an individual holds acontrolling financial interest,

The State may contract with'an entity with which a former state erriployee_who .... _received a VBP severance payment is an employee or an independentcontractor. Notwithstanding the foregoing, the Grantee understands and agreesthat there may be unique. business circumstances under which a return to workby a former state employee who received a VBP severance payment as anemployee or an independent contractor of•a State grantee would not beappropriate, and in such oases the State may refuse Grantee personnel.inasmuch, it shall be the responsibility of the State to review Grantee personnelto identify any such issues,

c.

With reference to either subsection a, or b. above, a grantee may submit awritten request for a waiver of the VBP restrictions regarding a former stateemployee and a contract with a state agency that participated In the VBP. Anysuch request must be submitted to the State In the form of the VBP ContractingRestriction Waiver Request format available from the State and the Internet.at:www.state.tn.us/financelydslocr/waiver.ILml . The determination on such arequest shall be at the sole discretion of the head of the state agency that is aParty to this Grant Contract, the Commissioner of Finance and Administration,and the Commissioner of Human Resources.

2.

The following provisions are added as Contract Sections A.101., A.11., A.12., A,13., A. i4.,A.15.,A.16., A.17., A.18., and A.19.

A.10.1. May choose to purchase addition/new module(s), If the State so chooses, maintenancefor the additional/new module(s) will be included in the acquisition cost in the Contractfiscal year in which i8t was purchased; in subsequent fiscal years, the cost will be addedto annual maintenance fees. This action will be accomplished through an amendment tothe current contract.

1

It

A,11. Develop a detailed Project Plan and.a.comprehensive Framework Architecture Plan for • • • tthe enterprise central server andallconnected-peripheral's-(Milestone9) '

a. The Project Plan shall Indentify all steps, schedules, milestones, and dependenciesrequired to fully Install, improve, configure, attest and implement the entirearchitecture.

b. The draft Project Plan shill( be submitted to the Stale for review by July7, 2009.

c. T"he finaf-Pro ec^Plans-gall-6'e k- imitfed-to the Stateb'y'JQIy"2172009.

—

d, The cornprehenslve Framework Architecture plan shall indentlfy all hardwareinterfaces, any integration requirements, performance, and bandwidth requirements.

e. The comprehensive Framework Architecture plan shall include all connectivityrequirements that support both wired and wireless network connectivity.

f. The comprehensive Framework Architecture plan shall Include application/dataredundancy and backup requirements. .

g. The draft comprehensive Framework Architecture plan shall be submitted to theState for review and comment by July 14, 2009.

h, The final comprehensive Framework Architecture plan shall be subrnitted'to the Statefor review and comment by July 28, 2009.

A,12. By Juiy 31, 2009, provide3 the Enterprise Central Server software and licenses for allconnected peripherals need to operate central and local applications. (Milestone 10)

a. Provide five (5) Inventory Resource Management System (IRMS) Administrative UserSeat License(s) for the purpose of providing application management.

b. IRMS.Net V10.3 SNS Enterprise Software license.

c. Provide the iRMS.NetV10.3 Enterprise Software Backup/Testing licenses (redundantexercise/training application).

d. Maintain a copy of the State's current production version of software on theContractor's server network.

e. Provide the Mobile Link and Wave Link software.

f. Provide application software and a process for registering complaint andauthenticated handheld devices.

1.

Maintain a real-time Inventory of all registered devices.Ii.

Provide capability to push or replicate application change's, data changes, orupdates to registered devices

Ill.

Support the real-time registration of additional complaint devices and includethe as part of . the inventory.. • .

iv.

Establish and provide the State minimum hardware and softwarespecifications for handheld devices.

•

g. Provide. application software and a documented process which supports web-basedpatient registration and question-based triage for both the central server and mobilesystem. It must provide the capability to:

2

I,

Capture patient demographic Information,---` 17—Capture-patienf triage-questiohnaire-responses.

ill,

Print all entered patient information Including unique patient identifier;questionnaire responses (on a one page form), and all data embeddedwithin 2-D bar codes(s).

(v.

All patient demographic data must be exchanged with the Tennessee-- Department of Health Master Patient Index (M..PI). vie the prescrlbed .

Tennessee standard. "

•A71'37— 3y'Arrga'st-31; 2009; install; c-anflgare and . test-al I-softwareon-th'e-centr•aIserver; , including_all-corm.ected_peripherrals,_(Milaatone 11) _

a, Evaluate current state server network to ensure fully compatible Integration ofContractor software and State hardware,

Provide solutions and/or.any required operating or application software/hardwareaddress fully compatible integration of Contractor Software and State hardware.

Install all software identified in Milestone 10 on the central servers(s).

Develop automated utilities that extract existing or changed data from the clinicdatabase through a dump/load of replication process that transfers and synchronizesdata with. the Ce^traed. application.

Develop automated utilities that perform a Clinic PC Server Scrub,. This will allow forsanitizing of all existing deployed clinic servers to allow for both a local and a centralSPLIT solution.

- A.14: - BySeptember'30,2009;.provide . Contractor.Subject . Matter Experts_(SME) to_perform

_system upgrades, training and configuration at seven (7) locations across the state.(Milestone 12)

a. Ensure all users have identical software components.

b. .Provide draft technical/administrative training documentation for review and approvalby the State.

c. Provide hard Copies of technical/administrative training documentation to no less thata total of thirty-five (35) personnel designated by the State.

A.15 By November 30, 2009, conduct user acceptance reviews, (Milestone 13)

a. Plan, prepare, conduct and document four (4) User/Stakeholder user review sessionswhich focus on business rules, workflows and the user interface. ..Two.(2)of the four(4) shall focus on warehouse components and two (2) shall focus on patientregistration/demographics, locations, and encounters.

b. Present recommended improvements Identified In the user review sessions to theState, in the form of user requirements, for prioritization within ten (10) business daysfollowing the final session.

c. Provide system testing and exercising through Intensive use of the 'application.

A.16. By February 28,. 2010, provide software/hardware improvements,, (Milestone 14)

b.

c.

d.

e.

to

2

3

a. Install, configure, and test modifications, In accordance with the Industry standardsystemlife`cycl - processT as-indentified-ln-the-Project-Plan.

b. Ensure handheld devices and application software are capable of storing at least one •hundred (100) patient encounter records locally along with asset/Inventory records,(i.e., Points of Dispensing (POD) support, asset management, patient tracking).Handheld devices and application software shall support, stone and forward dataexchange to the local or central server.

"--'—'—"--1:1'7-B"y""February29-2-01"0,develop HATdWare arilApplintior d'oeumer^'tatiblI7 Milestb7re'1'S) .

a. Develop a Handheld CN3 Configuration document, The purpose is to provide a handwritten procedure "How-to Document" with accompanying SPLIT system specificscreen shots to re-configure IP addressing In existing CN3 devices.

b Develop a Wireless Access Point Configuration document, The purpose Is to providea "How-to document" to re-configure (local) access point configuration. This shallinclude Information on how to link multiple access points to expand wireless networkcapacity.

c. Develop an update User Guide document. This document shall demonstrate theapplication components with accompanying SPLIT system-specific screen shots.

d. Provide expert support to the. Tennessee Emergency Medical Awareness Responseand Resources (T-EMARR) education and training program to develop additionaltraining and education material focusing on system components, content andsystems operations.

• Provide all technical/administrative documentation through an. Internet website•_•...:

.network for access by system users.

A.18. By February 29, 2010, provide radio frequency equipment to allow for expandingwireless network capacity. (Milestone. 16)

a. Provide two hundred thirty-six, (236), Gateway 802, 11 alg Cisco 1200 AP Dual radio.

Wireless access Points

b. Provide four hundred seventy-two (472) Antenna 2.4 dBi Omni Ceiling with RP-TNC.There are two antenna required per wireless access point.

.

.A.19. . The State shall:

a. Review the Project Plan and provide written comments to the Contractor by July 14,2009.

•

b. Review the comprehensive Framework Architecture Plan and provide writtencomments to the contract by July 21, 2009.

.

3.

The Text of Contract Sections A.1., B.1., and C.3. are delete In their entirety and replaced withthe following:

•

A.1.. Develop and implement a system that will automate certain data capture functions thatare especially labor Intensive and that are critical in responses to public healthemergencies. The functions to be automated are the transactions involving medicationstocks, basic patient demographic data registration, medication dispensing, and labsample preparation, Identification, and handling. The processes and equipmentdeveloped and/or acquired through this contract will be operated by the State to support

4

dailyoperationin -public health Clinics and . pharmacies, using standard transactions, andwill 'be portable and'scalabiefor appli-atfo`n fo public.h alth-emrergenoles.

Definitions:

a. Delivery: The time at which the Contractor install a software product or changes onthe State computer system (or physically delivers an "install" file or other computer .readable media with the software product or change). A 'delivery' implies thesoftware-

-

1)--Must-be-installed-(er-installable)-on-the-State-computeLs-ystem.;_. ...___

2) Must operate without abnormal program interruptions;••

3) Must substantially provide the function as required by the specifications;and

.. 4) Must be able if required, to be pushed out or synchronized with allappropriate hand held devices that exist as part of the system,

.

b. Notice of Delivery: The date . of a communication from the Contractor to the Stateannouncing that asoftware change has been-.d.ellveced.

c. Acceptance: The time at which the State determines, by testing delivered software'products or changes, that the software operated as required by the specifications,i.e., It:

1)- °'C^mpie'tely provides the functions:asrequiredby..this specifioations;.... _

2) Has no shortcomings in documentation; and

3) Has no shortcomings in efficiency or performance.

d. Modification and Enhancement Process: A five-step process used to define, specify,develop, test and implement changes to the software of system. The five steps are:

1) The State prepares specifications for a modification of enhancements;

2) The Contractor prepares as estimate for delivery date and cost, at thecontract rates, for development of the software;

3) The State accepts the estimate and authorizes the work;

4) The Contractor delivers the software product or change as definedelsewhere; and

5) The State accepts the software product or change and compiles withrequirements of Al..a. 4)

Upoh implementation of this system will:.

1.

Utilize handheld devices with 2D bar code scanning capabilities thatwill collect and update inventory as it is received and/or shipped' atmultiple sites.

5

Utilize handheld devices with 2D barcode scanning capabilities that -`w ill-be used -to scan apati'ent's VISA,—MasterCard;Discover--Gard-of

Tennessee Drivers License to retrieve demographic data andgenerate a registration record.

Ili.

Utilize handheld devices or wedge devices with 2D bar codescanning capabilities to scan bar codes on medications issued to.. .patients.

iv.

Provide the ability to request lab test for patients, assign a uniqueINb

--'*- order-'iD;•generate-the lab-order j-and-generate a.bar.code_lab.el.with__

the unique lab order ID to identify a specific sample taken from apatient.

v.

Generate internal control reports including, but not limited to,medication inventory management reports (accountability,administration, transactions), inventory projection based on previouspatterns of use, site utilization reports (number of units shipped,allocation limits, pending, request), and patient tracking.

v1.

Provide the ability to manually enter data via handheld devices inaddition to ID scanning.

vii.

Include an inventory function for use during an emergency for.. receipt, staging, and storage of the State's medication cache or theCenters for Disease Control and Prevention's (CDC) StrategicNational Stockpile (SNS).

•-=vii-: *- Generate 'transactions In standard format (HL7) for.corn iunication.'.. '..`_.and from other State systems. The transaction will include patientregistration, treatment (drug dispensing and encounters), lab ordersand results; pharmaceutical Inventory (receipts/issue), and

.immunizations.

•

8.1.

Contract Term. This Contract shall be effective for the period commencing on February1, 2007 and ending on July 31, 2010. The State shall have no obligation for servicesrendered by the Contractor which are not performed within 'the specific period.

.

C.1.

Maximum Liability. In no event shall the maximum liability of the State under thisContract exceed Three Million One Hundred Sixty Eight Thousand Nine Hundred Eighty-One Dollars ($3,168,981). The payment rates in Section C.3 shall constitute the entire ,compensation due the Contractor for the Service and all of the Contractor's obligationshereunder regardless of the difficulty, materials•or equipment required. The paymentrates include, but are not limited to, all applicable taxes, fees, overheads', and all otherdirect and indirect costs incurred or to be incurred by the Contractor.

The Contractor is not entitled to be paid the maximum liability for any period under theContract or any extensions of the Contract for work not requested by the State. Themaximum liability represents available funds for payment to the Contractor and does notguarantee payment of any such funds to the Contractor under this . Contract unless the .State requests work and the Contractor performs said work, In which case, theContractor shall be paid in accordance with the payment rates detailed in Section C.3.The State is under no obligation to request work from the Contractor in any specific dollaramounts or to request any work at all from the Contractor during any period of thisContract.

r.

6

C.3.

Payment Methodology,. The 'Contractor shall be-compensated based on the payment.rats h 'serein-forunits ofservice-authorized-by-the=State-in-a total-amount net-to-exceedthe Contract Maximum Liability established In Section

a,

The Contractor's compensation shall be contingent upon the satisfactorycompletion of units, milestones, or Increments of service defined in Section A.

b. ' ' The Contractor shall be compensated for said wilts, milestones, or increments Ofserytc-e_ axed upon,the following payment rates:

7

Service Description • Amount(per compensable increment)

MILESTONE 1- Design Document and PreliminaryImplementation Plan (Section A.2.)

$ 99,785

_ .Gompletgd n9. laterahan Mareh-,11,2007.(Amount paid upon completion of the milestone)

MILESTONE 2-Provide Handheld Devices & Laptop.

Servers/Application Software (Section A.3.)Completed no later than April 1, 2007

,(Amount paid upon completion of the milestone)

$ 498,926

MILESTONE 3-Provide the ability to generate transactions inStandard format (HL7) (Section A.4.)Completed no later than May 1, 2007(Amount paid upon completion of the milestone)

$ 498,926

MILESTONE 4-Support'User Acceptance Test (SectlonA.5.), .

$ 498,926Completed no later than May 31, 2007

.(Amount paid upon completion of the milestone)

.

MILESTONE 5-Completion of Training (SectionA.6.)Completed no later than August 1, 2007

$ 399,143

MILESTONE 6-Ongoing Maintenance (Section A:7,)- _- _ .:._._ __... _

_._._._.: '_'_' _:... _

.

.:_.: _.._

$ 157,596$ 157,596$ 65,685

$ 100,541$ 14,363

Completed during the term of the Contract, but no sooner thanJune 1, 2Q07. Ongoing maintenance In a subsequent contractperiod of periods is contingent on contract extension referencedIn section B.2. of this Contract, The proposed rate per month forongoing maintenance will remain the same for any contractextension.

From 07/1/07 through 06/30/08 @ 13,133 per monthFrom 07/1108 through 06/30/09 @ 13,133 per monthFrom 07/1109 through 11/30/09 @ 13,133 per monthFrom 12/1109 through 06/30/010 @ 14,363 per monthFrom 07/1110 through 007/31/10 @ 14,363 per .month

8

V N^LES i'^T^fE 7-Modifications andWihahcemenie (Section Ate:)Completed during the term of the Contract, but no sooner thanJune•l, 2007. Ongoing modifications and enhancements in a

- . subsequent contract period or periods are contingent on contract— extension referenced in section-$,2,gf this Qpntraot,-The--

hour.-will-remain-the-same-for- -Proposed.cost-per •applied-labor-—_,^.

anV contraet••extension:---=

From 07/01107 through . 06/30/08 - 142.11 Hours

$148

From 07/01/08 through 06130/09 - 134.26 Hours @ $148

From 07101109 through 06/30/10 - 75 Hours @ $148

From 07/01/10 through 06130111-

4 Hours @ $148

Hours @ 148 Labor rate per applied hour

$ 21,032

$ 19,870

$11,101

$

592

MILESTONE 8- Provide 48 each of the Handheld Devices,Batteries, Single Slot Dock, Power Supply USB Cable, andEmulation SoftwareTo Be purchased no later than August 9, 2008

$ 122,700

MILESTONE 9- Develop a detailed Project Plan andcomprehensive Framework Architeoture Plan for the enterprisecentral server and all connected peripherals, (Section A.11,)Completed no later than July 31, 2009(amount paid upon completion of the milestone)

$ 10,000

MILESTONE 10- Provide the Enterprise Central Server softwareand licenses for all connected peripherals need to operatecentral and local applications (Section &12)

' (amount paid upon completion of the milestone) .•

$ 196,225

MILESTONE 11- Install, configure and test all software on thecentral server, including all connected peripherals. (SectionA.13.)Completed no later than August 31•, 2009(amount paid upon completion of the milestone)

'$ 17,900

MILESTONE 12- Contractor Subject Matter Experts (SME) toperform system upgrades, training and.configuratlon at Seven (7)locations across the state. (Section A.14.)Completed no later than September 30, 2009(amount ppld upon completion of the milestone)

;••

$ 30,000

..

9

FA _1343D.

Milestone 13 - Conduct user acceptance reviews. (SectionA,154Completed no later than November 30, 2009(amount paid upon completion of the milestone)

_Mliestan J4-Prnvido.:strftwagilardware-improvements.(Section A.16.)

-compfeted-no-later-than•February 28,2010 (amount paid upon completion of the milestone)

Milestone 15 -'Develop Hardware and Application

$12,500documentation. (Section A.17.)Completed no later than February 28, 2010(amount paid upon completion of the milestone)

Milestone 18 - Provide radio frequency equipment to allow for

$180,594expanding wireless network capacity. (Section A,18.)Completed no later than February 28, 2010(amount paid upon completion of the milestone)

The revisions set forth herein shall be sffeotive July 1, 2009. All other terms and'condltlans notexpressly amended herein shall remain in full force and effect .

IN WITNESS WHERR 9 :Ne\b .0 7/60 ".

— . "UPib TECHNOLO

INCORPORATED:


u .

SUSAN .,..i. tfl5HH1 '1. 10 '^1

R. COOPER, MSN, RISSIONER

DATE

10

CONTRACTOR SIG

PRINTED NAME AND TITLE OP CONTRACTOR SIGNATORY (above)

$30;000-

$25,000

DATE

o 1' 1.7t I Ì-7 -. 05

PA•5.13.119

.1

APPROVED:

V1

COMMISSIONER OF

COMPTROLLER OF THE TREASURY

*B-E4-b7DATE

1'1


320 Sixth Avenue, North — 8 ,11 FloorNASHVILLE, TENNESSEE 37243-0057

615-741-2564

Rep. Charles Curtiss, ChairmanRepresentatives

Curt Cobb


David ShepardGerald McCormick



Speaker Jimmy Naifeh, ex officio

Sen. Douglas Henry, Vice-ChairmanSenators

Bill Ketron


Jamie WoodsonPaul StanleyRandy McNally, ex officio


MEMORANDUM

TO:


FROM:

Charles Curtiss, Chairman, Fiscal Review CommitteeBill Ketron, Chairman, Contract Services Subcommittee

DATE:

August 14, 2008

SUBJECT:

Contract Comments(Contract Services Subcommittee Meetings 8/12)

RFS# 343.49-471Department: HealthContractor: Integrated Warehousing SolutionsSummary: The vendor currently provides development, implementation,and maintenance for the State Pharmaceutical and LaboratoryInformation Tracking (SPLIT) system. The proposed amendmentincreases the maximum liability by $287,700 and extends the currentcontract for an additional 11 months through August 30, 2009.Maximum liability: $2,200,600Maximum liability w/amendment: $2,488,300

After review, the Fiscal Review Committee voted to recommend approval of thecontract amendment.



320 Sixth Avenue, North — 8`h FloorNASHVILLE, TENNESSEE 37243-0057

615-741-2564


Curl Cobb




Eddie YokleyCraig Fitzhugh, ex officioSpeaker Jimmy Naifeh, ex officio


Doug Jackson

Reginald TateBill Ketron

Jamie WoodsonPaul StanleyRandy McNally, ex officioLt. Governor Ron Ramsey, ex officio

MEMORANDUM

TO:


FROM:


DATE:

August 4, 2008

SUBJECT:

Contract Comments - Corrected(Contract Services Subcommittee Meetings 6/24)

RFS# 343.49-471Department: HealthContractor: Integrated Warehousing SolutionsSummary: The vendor currently provides development,implementation, and maintenance for the State Pharmaceuticaland Laboratory Information Tracking (SPLIT) system. Theproposed amendment increases the maximum liability by $122,700to provide funding for the purchase of 48 additional handhelddevices for the SPLIT system.Maximum liability: $2,200,600Maximum liability w/amendment: $2,323,300

After review, the Fiscal Review Committee voted to postpone action on thecontract amendment until the next scheduled meeting to incorporateadditional language.

cc:

The Honorable Susan Cooper, CommissionerMr. Robert Barlow, Director, Office of Contracts Review


320 Sixth Avenue, North — WI' FloorNASHVILLE, TENNESSEE 37243-0057

615-741-2564


Curt Cobb




Eddie YokleyCraig Fitzhugh, ex officioSpeaker Jimmy Naifeh, ex officio


Doug Jackson


Jamie WoodsonPaul StanleyRandy McNally, ex officioLt. Governor Ron Ramsey, ex officio

MEMORANDUM

TO:


FROM:


DATE:

June 25, 2008

SUBJECT:

Contract Comments(Contract Services Subcommittee Meetings 6/24)

RFS# 343.49-471Department: HealthContractor: Integrated Warehousing SolutionsSummary: The vendor currently provides development,implementation, and maintenance for the State Pharmaceuticaland Laboratory Information Tracking (SPLIT) system. Theproposed amendment increases the maximum liability by $287,700and extends the current contract for one additional year throughAugust 30, 2009.Maximum liability: $2,200,600Maximum liability w/amendment: $2,323,300

After review, the Fiscal Review Committee voted to postpone action on thecontract amendment until the next scheduled meeting to incorporateadditional language.

cc:

The Honorable Susan Cooper, CommissionerMr. Robert Barlow, Director, Office of Contracts Review

PHIL BREDESEN

STATE OF TENNESSEE

DEPARTMENT OF HEALTHCORDELL HULL BLDG.

425 5TH AVENUE NORTHNASHVILLE TENNESSEE 37243 SUSAN R. COOPER, MSN, RN

GOVERNOR

COMMISSIONER

MEMORANDUM

TO:

M. David Goetz, Jr., CommissionerDepartment of Finance & Administration

RECEIVED

JUL 2 2 2008

FISCAL REVIEW

The Department of Health is requesting approval to execute a Non-CompetitiveAmendment to contract FA-07-17177-00 with Integrated Warehousing Solutions, LLC.The proposed amendment's effective date will be August 1, 2008, which will be less than60 days after receipt of this Non-Competitive Amendment Request.

This amendment will allocate funds for the purchase of needed equipment to continue thegrowth in the Tennessee Department of Health (TDH) State Pharmaceutical andLaboratory Information Tracking system. The fiscal year 2008 federal grant that fundsthis project ends on August 9, 2008 and these funds must be obligated before this date.Additionally, the amendment will extend the term of the contract through July 31, 2009using existing term extension language to allow for standard system maintenance andupgrades. Because of the critical nature of the continued support of this system, it is inthe State's best interest to upgrade its capabilities.

We will be happy to provide any further information you may wish immediately uponyour request. Thank you for your consideration on this Non-Competitive AmendmentRequest.

SRC;BAR:dg

James W. White, Executive DirectorFiscal Review Committee

FROM:

Susan R. Cooper, MSN, RN, Commissione

DATE:

July 18, 2008

SUBJECT: Non-Competitive Contract Amendment Request

05/19/2008 08:34

615-741-6164

QA & IT RR.

PAGE 01/01

083008

:..of

's^TRANSMITTAL^ FAX TR,Aeto Request OIR Procurement Endorsement .

TO :

Jane Chiittenden, Director


FROM :

Marilyn Brandon, Contract Coordinator

FAX # 615-532A 886

DATE :

May 14, 2008

RFS #

343.49-471

RE :

' Procurement Endorsement — Integrated Warehouse Solution

NUMBER OF FAX PAGES (including cover) : please see attachments

' The nature and scope of service detailed in the attached service procurementdocument(s) appears to require Office for Information Resources (OIR) review andsupport, because the procurement involves information technology or informationsystems services.

This communication seeks to ensure that QIR is aware of the procurement'and has anopportunity to review the matter. Please determine whether OlR is supportive of theprocurement. If you have any questions or concerns about this matter, please callDebbie Gregory at (615) 253-1367.

Please indicate below your response to this proposed procurement, and return thiscommunication at your earliest convenience (note the return FAX number above).


Attachment(s)

OIR Endorsement :

C I I& /O SOIR Chief Information Officer

Date

8-25-05

REQUEST: NON-COMPETITIVE AMENDMENT

EACH REQUEST ITEM BELOW MUST BE DETAILED OR ADDRESSED AS REQUIRED.

1) RFS # 343.49-471-07

2) State Agency Name : Department of Health


3) Service Caption : State Pharmaceutical and Laboratory Information Tracking (SPLIT) system

4) Contractor : Integrated Warehousing Solutions

5) Contract # FA-07-17177-00

6) Contract Start Date : 2/01/07

7) Current Contract End Date IF all Options to Extend the Contract are Exercised : 8/30/08

8) Current Total Maximum Cost IF all Options to Extend the Contract are Exercised : $2,200,600


9) Proposed Amendment # 2

10) Proposed Amendment Effective Date : 8/1/2008(attached explanation required if date is < 60 days after F&A receipt)

11) Proposed Contract End Date IF all Options to Extend the Contract are Exercised : 7/31/09

12) Proposed Total Maximum Cost IF all Options to Extend the Contract are Exercised : $2,488,300

13) Approval Criteria :V ^1 use of Non-Competitive Negotiation is in the best interest of the state

(select one)


14) Description of the Proposed Amendment Effects & Any Additional Service :

This amendment will ensure continued maintenance for the next 12 months starting 8/31/08 throughout 7/31/09.budgeted for any modifications or enhancements that may be needed during 8/31/08 through 7/31/09.

Also 50 hours will be

This amendment will also purchase needed equipment to continue the growth in the Tennessee Department of Health (TDH) StatePharmaceutical and-Laboratory Information Tracking (SPLIT) system: To ensure that emergency public health clinics can operate atfull capacity and provide the most time efficient mass prophylaxis operations requires the purchase of additional handheld mobile

RELIVEDJUL ` 2 2008

rA^

Commissioner of Finand

^st tIOV lE

Date:

APPROVED

1

devices.

15) Explanation of Need for the Proposed Amendment :

To ensure the monies are budgeted for continued maintenance, modifications and enhancements, and to purchase additional handheldmobile devices.

The purchase of an additional 48 handheld mobile devices will allow the Department to continue to grow the SPLIT system and toensure that emergency public health clinics can operate at full capacity and provide the most efficient mass vaccination operations.The ability to move patients through high flow emergency clinics at rapid speed is a component of our state and regional yearlypreparedness assessments. According to CDC guidelines, in the event of a public health emergency the Department must be capableof administering vaccination to up to 1.5 million people within a 48 hour period. In order to meet the benchmarks set by the federalgovernment TDH must continue to build our information technology infrastructure.

16) Name & Address of Contractor's Current Principal Owner(s) :(not required if proposed contractor is a state education institution)

Joshua Vierling, Integrated Warehousing Solutions, 3075 Highland ' Pkwy, Suite 715, Downers Grove, IL 60515

17) Documentation of Office for Information Resources Endorsement :(required only if the subject service involves information technology)

select one: Documentation Not Applicable to this Request X Documentation Attached to this Request

18) Documentation of Department of Personnel Endorsement :(required only if the subject service involves training for state employees)

select one: 7 Documentation Not Applicable to this Request Documentation Attached to this Request

19) Documentation(required

of State Architect Endorsement :only if the subject service involves construction or real property related services)

select one: X Documentation Not Applicable to this Request Documentation Attached to this Request


The initial contract was procured through the request for proposal (RFP) process and included term extension language allowing for theextension of the contract at the State's discretion and it included a requirement that the Contractor provided 354 mobile handhelddevices (Section A.3.).

The Department is seeking to exercise its authority to extend the contract for a period not to exceed 12 months in accordance withSection B.2. of the contract as well as add a requirement that the Contractor provide an additional 48 mobile handheld devices andaccessories as described in Section A.3. of the original contract. For these reasons no other procurement alternatives were identified.


This contract was originally bid through the RFP process with the B.2. Term Extension clause included. At this time we are alsoamending the contract to add monies to purchase additional handheld devices that were a part of the original contract.

REQUESTING AGENCY HEAD SIGNATURE & DATE :(must be signed & dated by the ACTUAL procuring agency head as detailed on the Signature Certification on file with OCR— signatureby an authorized signatory will be accepted only in documented exigent circumstances)

Agency Head Signature

Date

2


CORDELL HULL BUILDING425 5th AVENUE NORTH

NASHVILLE, TENNESSEE 37247PHIL BREDESENMSN, RN,

GOVERNOR

MEMORANDUM

TO:

M. David Goetz, Jr., Commissioner, Dept. of Finance & AdministrationJames W. White, Executive Director, Fiscal Review Committee

FROM:

Susan R. Cooper, MSN, RN, Commissioner, Dept. of Health

DATE:

June 6, 2008

SUBJECT:

Non-Competitive Contract Amendment Request

We are requesting approval to execute a Non-Competitive Amendment to the IntegratedWarehousing Solutions contract. The amendment's start date will be August 1, 2008,which will be less than 60 days after receipt of this Non-Competitive AmendmentRequest.

This amendment will purchase needed equipment to continue the growth in theTennessee Department of Health (TDH) State Pharmaceutical and LaboratoryInformation Tracking system. Because of the times critical nature of the continuedsupport of this system, it is in the State's best interest to upgrade service.


SRC;BAR:dg

RECEIVED

JUN 1 2 2008

FISCAL REVIEW

Susan R. Cooper

COMMISSIONER

'C 0 N T R A C T

S U M M A R Y

S H E E T

021908

Contractir

343.49

471

07 FA-07-17177-02State Agency .. State ,Agency Division

DEPARTMENT OF HEALTH BUREAU OF HEALTH SERVICES, COMMUNICABLEDISEASE SERVICES SECTION (CEDS)

'Contractor''Name.. ' Contractor ID#:(REIN or . SSN)

'.

INTEGRATED WAREHOUSING SOLUTIONS — C- or X V- 36-4268567-00

ervi ce'Des cf. p'tjOii'1'. ''

':-,.

'

,." .

STATE PHARMACEUTICAL AND LABORATORY INFORMATION TRACKING (SPLIT) SYSTEM

.. ,;'Contract.'Begi nj)ate . IContractiEnd Date::

SU BRECIIPIE NT :.OrW.END OR? .02/01/2007 07/31/2009

VENDOR 93.283Mark Each`TRUE'Statement

X Contractor is on STARS X Contractor's Form W-9 is on file in Accounts;

Fund 4'Fundin.g .;,Grarit:Gode :.::Fundin .g!SUbgrant!'Code '

343.49 SeeSupplementals 139 11

I Federal

, '"Iriterdepartmentali ., „Dther ',TOTALGoiitradt,l'Arno u ri t2007 $987,873 $987,873

2008 $1,18 A $1,186,461

2009 $30 C:- _

a I $300,166

2010 $i

_ao

t'TOTAL: $2,4iM1 .

I -

'''j..comOittEs!oR:iAmgNiooAt 'StateAgencylFiscalOpritact 8i'Te!ephone' �iFy M3ase?,00rit8aetl&

..:Rlior. :AmendrnentsTHIS Amendment

NiLy. fri .rkL

i--Lc--:/

7 q I-

i2007 $1,454,000 ($466,127) State Agency Budget Officer'Appr.oval

2008 $609,100 $577,361

2009 $137,500 $1 62,666

2010 $13,800a b Ithnce lri the appropriation from whlchahe..oblrgated expenditure is refit fired. to bep1 - that.;. 19notciitbervylseencurnbere;d1cj1PY

'

UG 0 7

.i

it

$2,200,600 $287,7

.!:EndMate 08/30/2008 07/31/2009

arneridrnent9;or.d6legated-authOritleS)

rl African American Person wl Disability

Female

Hispanic

Small Business

Government

Native American'

X NOT Minority/Disadvantaged

.....

1 OtherAsian'Contractor .Selecti on =Method

completelor:ALL base,contractS--NIAto, amendm ents:or delegated. authorltieS)

.:...

.

RFP Competitive Negotiation *

Negotiation w/ Government (ID, GG, GU)

Alternative Competitive Method *

Other *Non-Competitive Negotiation **,Procurement Process: Summary;.(Complete for selection by` Non=Competitive Negotiation, Competitive'Negotiation, rQR:QI_ter.nattvi_Meth.or:l)._M_..;

C'.)UH

'C 0

' T R . : A C T ' S` U M M .A :R

'S

.S :U P P'L <E •M :E

T

Contract:Nun ber FA-07-17177-02

'Fiscal Year 2007

AllotmentCode

CostCenter Obêct,Code:Subgrant

Code

343.49

135

139

11

93.283

$987,873

$987,873

Contract 'Nubei' FA-07-17177-02

C ,Q N..T. R ;A `:C 'T

A U ,

T:' S .0 P '.P iL E :.M E ?N. T

fFiscai;Year•

JiotmentCode •.

2008

Qbjed.ti,Code CFDA #

343.49

135

139

11

93.283 .

$581,600

343,49

136

139

11

93.283

$604,861

$1,186,461

0 ,N

,R ,A',C 'T S . T J

RU A R N . :

HE È T...

.

E .

T

:.Contract Number: FA-07-17177-02

2009

:`Cost `Center Qbject Code SubgrantCode .

343.9 136 139 11 93.283 $177,466

343,49 137 139 11 93.283 $122,700

$300,166

Contract Number FA-07-17177-02

C :O 'N .T R k'.0 T S U M 'M <A R. Y S H E E T S ;P P t E 'M

T

2010

,411OtmentCode Cost+'Center'

343,49

136

139

93.283

$13,800

$13,800

AMENDMENT TWOTO FA-07-17177-01

This Contract Amendment is made and entered by and between the State of Tennessee, Department ofHealth, hereinafter referred to as the "State" and Integrated Warehousing Solutions, hereinafter referredto as the "Contractor." It is mutually understood and agreed by and between said, undersignedcontracting parties that the subject Contract is hereby amended as follows:

1.

The following provision is added as Contract Section A.9.:

A.9.

Provide forty-eight (48) Handheld Devices which include, Batteries, Single Slot Docks,Power Supply USB Cables, and Emulation Software (Milestone 8).

No later than August 9, 2008, provide to the State forty-eight (48) handheld devices whichinclude Batteries, Single Slot Docks, Power Supply USB Cables, and Emulation Software.The hardware and software shall deliver the functionality as described in Section A.1.above.

a. To protect personal identifying information, the system must utilize multi-leveled,role-based security modules.

b. Handheld devices shall utilize 128-bit encrypted Wired Equivalency Protocol(W EP).

c. The system must utilize access rights and permissions to ensure that appropriatepersonnel can access appropriate data.

d. Software shall include application software to allow for manual entry of data, andapplication software to read and input data scanned from magnetic cards and barcodes.

e. Complete documentation of all system components delivered will be provided.Documentation must describe, in a user-friendly manner, what the user needs toknow to understand each level (technical, system administrator, power user,average end-user, etc.) on which the software operates.

2.

The text of Contract Section B.1., C.1., C.3. and E.2. is deleted in its entirety and replaced withthe following:

B.1. Contract Term. This Contract shall be effective for the period commencing on February 1, 2007and ending on July 31, 2009. The State shall have no obligation for services rendered by theContractor which are not performed within the specified period.

C.1. Maximum Liability. In no event shall the maximum liability of the State under this Contractexceed Two Million Four Hundred Eighty Eight Thousand Three Hundred Dollars ($2,488,300).The Service Rates in Section C.3 shall constitute the entire compensation due the Contractorfor the Service and all of the Contractor's obligations hereunder regardless of the difficulty,materials or equipment required. The Service Rates include, but are not limited to, allapplicable taxes, fees, overheads, and all other direct and indirect costs incurred or to beincurred by the Contractor.

The Contractor is not entitled to be paid the maximum liability for any period under the Contractor any extensions of the Contract for work not requested by the State. The maximum liabilityrepresents available funds for payment to the Contractor and does not guarantee payment ofany such funds to the Contractor under this Contract unless the State requests work and theContractor performs said work. In which case, the Contractor shall be paid in accordance with

1amend-k 110107

the Service Rates detailed in Section C.3. The State is under no obligation to request workfrom the Contractor in any specific dollar amounts or to request any work at all from theContractor during any period of this Contract.

C.3. Payment Methodology. The Contractor shall be compensated based on the Service Ratesherein for units of service authorized by the State in a total amount not to exceed the ContractMaximum Liability established in Section C.1. The Contractor's compensation shall becontingent upon the satisfactory completion of units of service or project milestones defined inSection A. The Contractor shall be compensated based upon the following Service Rates:

2amend-k 110107

SERVICE UNIT/MILESTONE AMOUNT


$99,785

Milestone 2 - Provide Handheld Devices & LaptopServers/Application Software (Section A.3.)

Completed no later than April 1, 2007(amount paid upon completion of the milestone)

$498,926

Milestone 3 - Provide the ability to generate transactions instandard format (HL7) (Section A.4.)

Completed no later than May 1, 2007(amount paid upon completion of the milestone)

$498 ,926

Milestone 4 — Support User Acceptance Test (Section A.5.)Completed no later than May 31, 2007(amount paid upon completion of the milestone)

$498,926

Milestone 5 - Completion of Training (Section A.6.)Completed no later than August 1, 2007(amount paid upon completion of the milestone)

$399,143

Milestone 6— Ongoing Maintenance (Section A.7.)Completed during the term of the Contract, but no sooner than June1, 2007. Ongoing maintenance in a subsequent contract period orperiods is contingent on contract extension referenced in sectionB.2. of this Contract. The proposed rate per month for ongoingmaintenance will remain the same for any contract extension.

Monthly Rate

$13 ,133

Per month

Milestone 7 — Modifications and Enhancements (Section A.8.)Completed during the term of the Contract, but no sooner than June1, 2007. Ongoing modifications and enhancements in a subsequentcontract

period

or

periods

is

contingent

on

contract

extensionreferenced in section B.2. of this Contract.

The proposed cost perapplied labor hour will remain the same for any contract extension.

Labor rate per applied labor hour

$148

Per hour

Milestone 8 — Provide 48 each of the Handheld Devices,Batteries, Single Slot Dock, Power Supply USB Cable, andEmulation Software.To be purchased no later than August 9, 2008.

$122,700

The Contractor shall submit invoices, in form and substance acceptable to the State with all of thenecessary supporting documentation, prior to any payment. Such invoices shall be submitted forcompleted units of service or project milestones for the amount stipulated. Ongoing maintenancewill be billed on a calendar month basis at the end of the month, with the exception of the first andlast month, which if less than a full month, may be pro-rated for a partial month.

E.2.

Communications and Contacts. All instructions, notices, consents, demands, or othercommunications required or contemplated by this Contract shall be in writing and shall be made

3amend-k 110107

by facsimile transmission, by overnight courier service, or by first class mail, postage prepaid,addressed to the respective party at the appropriate facsimile number or address as set forthbelow or to such other party, facsimile number, or address as may be hereafter specified bywritten notice.

The State:Brenda Eggert, Administrative Services ManagerTennessee Department of Health/Communicable & Environmental Disease ServicesCordell Hull Bldg., 1st Floor, 425 5`h Avenue North, Nashville, TN [email protected] # (615) 741-2006FAX # (615) 741-3857

The Contractor:Joshua Vierling, Director of SalesIntegrated Warehousing Solutions, LLC3075 Highland Parkway, Suite 715, Downers Grove, IL 60515Telephone Number: (630) 493-7864Facsimile Number: (630) 353-6916Email: jvierlinq(cîrmswms.com

All instructions, notices, consents, demands, or other communications shall be consideredeffectively given as of the day of delivery; as of the date specified for overnight courier servicedelivery; as of three (3)business days after the date of mailing; or on the day the facsimiletransmission is received mechanically by the telefax machine at the receiving location and receiptis verbally confirmed by the sender if prior to 4:30 p.m. CST. Any communication by facsimiletransmission shall also be sent by United States mail on the same date of the facsimiletransmission.

The revisions set forth herein shall be effective August 1, 2008. All other terms and conditions notexpressly amended herein shall remain in full force and effect.

IN WITNESS WHEREOF:

INTEGRATED WAREHOUSING SOLUTIONS, LLC:

C.F'TRACTOR SIG ATURE

DATE

^J^^s4U^V I erPRINTED NAME AND TITLE OF CONTRACTOR SIGNATORY (above)


4amend-k 110107

UrÎh r /^^^l^[^.-tom T- . ((I

Susan R, Cooper MSN, RN, Commissioner

APPROVED:

22.0.Y-tv,l- ),M. D. GOETZ, JR., COMMISSIONE(

DATEDEPARTMENT OF FINANCE AND ADMINI TRATION

DEBORAH E. STORY, COMMISSIONER

DATEDEPARTMENT OF HUMAN RESOURCES

JOHN G. MORGAN, COMPTROLLER OF HE TREASURY

DATE

5amend-k 110107


320 Sixth Avenue, North — 8 h FloorNASHVILLE. TENNESSEE 37243-0057

615-741-2564


Curt Cobb




Eddie YokleyCraig Fitzhugh, ex officioSpeaker Jimmy Na.ifelt, ex o fcio


Doug Jackson


Jamie WoodsonPaul StanleyRandy McNally, ex officioLt. Governor Ron Ramsey, ex gfflcio

MEMORANDUM

TO:

The Honorable Dave Goetz,. CommissionerDepartment of Finance and Administration

Oe/FROM:


DATE:

June 28, 20.07

SUBJECT:

Contract Comments(Contract Services Subcommittee Meeting 6/26/07)

RFS# 343.49-471Department: HealthContractor: Integrated Warehousing SolutionsSummary: This vendor is responsible for the development,implementation, maintenance, modifications, and enhancements tothe State Pharmaceutical and Laboratory Information Tracking(SPLIT) System. The proposed amendment extends the currentcontract for one additional year, effective through August 30, .2008,and increases the maximum liability by $165,000.Maximum liability: $2,035,600Maximum liability w/amendment: $2,200,600

After review, the Fiscal Review. Committee voted to recommend approval ofthe contract amendment.

cc:

The Honorable Susan Cooper, M.S.N., R.N., CommissionerMr. Robert Barlow, Director, Office of Contracts Review

PHIL BREDESEN

STATE OF TENNESSEE

DEPARTMENT OF HEALTHCORDELL HULL BLDG.

425 5TH AVENUE NORTHNASHVILLE TENNESSEE 37247

RECEIVEDJUN 1 9 2007

FISCAL REVIEW

SUSAN R. COOPER, MSN, RNGOVERNOR

COMMISSIONER

MEMORANDUM

TO:

M. David Goetz, Jr., Commissioner, Dept. of Finance & AdministrationJames W. White, Executive Director, Fiscal Review Committee

FROM:

Susan R. Cooper, MSN, RN, Commissioner, Dept. of Health ,VQ1

DATE:

June 15, 2007

SUBJECT: Non-Competitive Contract Amendment Request

We are requesting approval to execute a Non-Competitive Amendment to the IntegratedWarehousing Solutions contract. The amendment's start date will be August 31, 2007,which will be less than 60 days after receipt of this Non- Competitive AmendmentRequest.

This amendment will ensure continued maintenance for the next twelve (12) monthsstarting 8/31/07 through 8/30/08. It will also provide for fifty (50) hours that will bebudgeted for any modifications or enhancements that may be needed during 8/31/07through 8/30/08. Because of the time critical nature of the continued support of thissystem, it is in the State's best interest to continue this service


SRC:BAR:tp

8-25-05

REQUEST: NON-COMPETITIVE AMENDMENT

EACH REQUEST ITEM BELOW MUST BE DETAILED OR ADDRESSED AS REQUIRED.

1) RFS # 343.49-471-07

2) State Agency Name : Department of Health


3) Service Caption : State Pharmaceutical and Laboratory Information Tracking (SPLIT) system

4) Contractor : Integrated Warehousing Solutions

5) Contract # FA-07-17177-00

6) Contract Start Date : 2/1/07

7) Current Contract End Date IF all Options to Extend the Contract are Exercised : 8/30/2007

8) Current Total Maximum Cost IF all Options to Extend the Contract are Exercised : $2,035,600


9) Proposed Amendment # 1

10) Proposed Amendment Effective Date :8/31/07

(attached explanation required if date is < 60 days after F&A receipt)

11) Proposed Contract End Date IF all Options to Extend the Contract are Exercised : 8/30/08

12) Proposed Total Maximum Cost IF all Options to Extend the Contract are Exercised : $2,200,600

13) Approval Criteria :(select one)

use of Non-Competitive Negotiation is in the best interest of the state


14) Description of the Proposed Amendment Effects & Any Additional Service :

This amendment will ensure continued maintenance for the next 12 months starting 8/31/07 through out 8/30/08.will be budgeted for any modifications or enhancements that may be needed during 8/31/07 through 8/30/08.

Also fifty (50) hours

15) Explanation of Need for the Proposed Amendment :

APPROVED


Date:

1

To ensure the monies are budgeted for continued maintenance, modifications and enhancements.

16) Name & Address of Contractor's Current Principal Owner(s) :(not required if proposed contractor is a state education institution)

Joshua Vierling, Integrated Warehousing Solutions, 3075 Highland Pwky, suite 715, Downers Grove, IL 60515

17) Documentation of Office for Information Resources Endorsement :(required only if the subject service involves information technology)

select one: Documentation Not Applicable to this Request Documentation Attached to this Request

18) Documentation of Department of Personnel Endorsement :(required only if the subject service involves training for state employees)

select one: n Documentation Not Applicable to this Request n Documentation Attached to this Request

19) Documentation of State Architect Endorsement :(required only if the subject service involves construction or real property related services)

select one: n Documentation Not Applicable to this Request Documentation Attached to this Request


NA


This contract was originally bid through the RFP process with the B.2. Term Extension clause included. At this time w& are amendingthe contract to add monies to cover ongoing maintenance.

REQUESTING AGENCY HEAD SIGNATURE & DATE :(must be signed & dated by the ACTUAL procuring agency head as detailed on the Signature Certification on file with OCR— signatureby an authorized signatory will be accepted only in documented exigent circumstances)

^.

&

/AiU, CW

0(9 -18 -01Susan R. Cooper, MSN, RN, Commissioner

Agency Head Signature

Date

2

05/31/2007 10:07

615-741-6164 GA & IT P$RMay 19 2007 14:25

PAGE 01/01P. 01

ooa

FAX TRANSMITTALto Request OUR Procurement Endorsement

TO :

Jane Chittenderi, Director


FROM

Tarrie Nelson, Contract Administrator

FAX # 532-2286

DATE ;

May 19, 2007

RFS #

343.49-471-07

RE ;

Procurement Endorsement -- Provision of State Pharmaceutical andLaboratory Information (SPLIT) System

NUMBER OF FAX PAGES (including cover) : 2

The nature and scope of service detailed in the attached servicedocument(s) appears to require Office for Information Resourcessupport, because the procurement Involves Information technologysystems services.

This communication seeks to ensure that OIR is aware of theopportunity to review the matter. Please determine whetherprocurement. If you have any questions or concerns about thisDebbie Gregory at 253 .1367.

Please indicate below your response to this proposed procurement,communication at your earliest convenience (note the return

Thank you for your help,

Attachment(s)

procurement(OIR) review and

or information

procurement and has anOIR is supportive of the

matter, please call

and return thisFAX number above).

OIR Endorsement

S/3 ) 10-/OIR Chief Information Officer Date

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133HS A JVWWfS 1OV i1NO3

AMENDMENT ONETO CONTRACT FA-07-17177-00

This Contract, by and between the State of Tennessee, Department of Health, hereinafterreferred to as the State, and Integrated Warehousing Solutions, hereinafter referred to as theContractor, is hereby amended as follows:

1.

Delete Sections B,1, and C.1, in their entirety and insert the following in their place:

B.1. Contract Term. This Contract shall be effective for the period commencing on February1, 2007 and ending on August 30, 2008. The State shall have no obligation for servicesrendered by the Contractor which are not performed. within the specified period.

C.1.

Maximum Liability, In no event shall the maximum liability of the State under thisContract exceed Two Million Two Hundred Thousand Six Hundred Dollars ($2,200,600).The Service Rates in Section C.3 shall constitute the entire compensation due theContractor for the Service and all of the Contractor's obligations hereunder regardless ofthe difficulty, materials or equipment required. The Service Rates include, but are notlimited to, all applicable taxes, fees, overheads, and all other direct and indirect costsincurred or to be incurred by the Contractor.


The other terms and conditions of this Contract not amended hereby shall remain in full force andeffect.

IN WITNESS WHEREOF:


Susan R. Cooper MSN, R`, Commissioner

Date

APPROVED:

DEPARTMENT OF FINANCE AND ADMINISTRATION:

INTEGRATED WAREHOUSING SOJCUTIONS, LLC:

Jos 'Vierling, Direct bf of Sales

M. D. Goetz, Jr., Corn ' asioner

AUG 0 6 2007

Date

CMPTROL R OF TH5'TREASURY:

John G. Morgan, Comptroller of the Treasury

Date

021406

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CONTRACTBETWEEN THE STATE OF TENNESSEE,

DEPARTMENT OF HEALTHAND

INTEGRATED WAREHOUSING SOLUTIONS, LLC

This Contract, by and between the State of Tennessee, Department of Health, hereinafterreferred to as the "State" and Integrated Warehousing Solutions, LLC, hereinafter referred to asthe "Contractor," is for the provision of the development and implementation of a system, whichwill be called the State Pharmaceutical and Laboratory Information Tracking (SPLIT) system, asfurther defined in the "SCOPE OF SERVICES."

The Contractor is a Limited Liability Company.

The Contractor's address is:

3075 Highland Parkway, Suite 715, Downers Grove, IL 60515

The Contractor's place of incorporation or organization is Illinois,

A.

SCOPE OF SERVICES:

The Contractor agrees to:

A.1.

Develop and implement a system that will automate certain data capture functions thatare especially labor intensive and that are critical in responses to public healthemergencies. The functions to be automated are the transactions involving medicationstocks, basic patient demographic data registration, medication dispensing, and labsample preparation, identification, and handling. The processes and equipmentdeveloped and/or acquired through this contract will be operated by the State to supportdaily operations in public health clinics and pharmacies, using standard transactions, andwill be portable and scalable for application to public health emergencies. Uponimplementation this system will:

a. Utilize handheld devices with 2D bar code scanning capabilities that will collectand update inventory as it is received and/or shipped at multiple sites.

b. Utilize handheld devices with 2D bar code scanning capabilities that will be usedto scan a patient's VISA, MasterCard, Discover card, or Tennessee driver'slicense to retrieve demographic data and generate a registration record.

c. Utilize handheld devices or wedge devices with 2D bar code scanningcapabilities to scan bar codes on medications issued to patients.

d. Provide the ability to request lab tests for patients, assign a unique lab order ID,generate the lab order, and generate a bar code label with the unique lab orderID to identify a specific sample taken from a patient.

e. Generate internal control reports including, but not limited to, medicationinventory management . reports (accountability, administration, transactions),inventory projection based on previous patterns of use, site utilization reports(number of units shipped, allocation limits, pending requests), and patienttracking.

1Integrated Warehousing Solution, LLC

February 1, 2007 through August 30, 2007SPLIT system

$2,035,600

f. Provide the ability to manually enter data via handheld devices in addition to IDscanning.

g. Include an inventory function for use during an emergency for receipt, staging,and storage of the State's medication cache or the Centers for Disease Controland Prevention's (CDC) Strategic National Stockpile (SNS).

h. Generate transactions in standard format (HL7) for communication to and fromother State systems. These transactions will include patient registration,treatment (drug dispensing and encounters), lab orders and results,pharmaceutical inventory (receipt/issue), and immunizations.

A.2.

Design Document and Preliminary Implementation Plan (Milestone 1)

No later than February 5, 2007, present a Design Document and a PreliminaryImplementation Plan to the State that, at a minimum, provides the functions listed in A.1.above, and shows proof of the ability to exchange standard transactions with existingsoftware applications, the ability to meet State customization requirements, proof ofsystem compatibility with State hardware and software standards for items of technologyfor which standards. exist, and conformance to the State's Technical Architecture"Tennessee Information Resources Architecture" (available by contacting DebbieGregory, Contract Specialist Communicable and Environmental Disease Services,Cordell Hull Building, 4th Floor, 425 Fifth Avenue, North, Nashville, TN 37247-4401,Telephone Number: (615) 253-1367, Facsimile Number: (615) 741-3857, E-MailAddress: Deborah.A.Gregory(cr^,state.tn.us ). The Implementation Plan shall include aproject schedule in Microsoft Project format.

a. The preliminary Implementation Plan shall, at a minimum, include timeframesand associated tasks for systems development.

b. The final Implementation Plan must be submitted no later than March 1, 2007,and include any necessary mutually agreed upon revisions made to thepreliminary Implementation Plan.

c. The design document must include a general systems design, detailed systemsdesign, and an architectural configuration with a complete definition of allhardware and software, with versions.

A.3.

Provide Handheld Devices and Laptop Servers/Application Software (Milestone 2)

No later than April 1, 2007, provide to the State three hundred fifty four (354) handhelddevices and one hundred eighteen (118) laptop servers with wireless technology withapplication software installed. The hardware and software shall deliver the functionalityas described in Section A.1. above, and shall be delivered in accordance with theImplementation Plan described in Section A.2. above.

a. To protect personal identifying information, the system must utilize multi-leveled,role-based security modules,

b. Handheld devices shall utilize 128-bit encrypted Wired Equivalency Protocol(WEP).

c. The system must utilize access rights and permissions to ensure that appropriatepersonnel can access appropriate data,



$2,035,600

d. Software shall include application software to allow for manual entry of data, andapplication software to read and input data scanned from magnetic cards and barcodes.

e. Complete documentation of all system components delivered will be provided.Documentation must describe, in a user-friendly manner, what the user needs toknow to understand each level (technical, system administrator, power user,average end-user, etc.) on which the software operates.

A.4.

Provide the ability to generate transactions in standard format (HL7) (Milestone 3)

a. No later than May 1, 2007, provide the ability to generate transactions instandard format (HL7). The software shall deliver the functionality as described inSection A.I. above, and shall be delivered in accordance with theImplementation Plan described in Section A.2. above.

b. Complete documentation of all system components delivered will be provided.Documentation must describe, in a user-friendly manner, what the user needs toknow to understand each level (technical, system administrator, power user,average end-user, etc.) on which the software operates.

c. Demonstrate the capability of exchanging transactions with the ElectronicDocument Interchange (EDI) Interface Engine operated by the TennesseeDepartment of Health (Quovadx Cloverleaf software operating on a Sun Solarisserver).

A.5. Support User Acceptance Test (Milestone 4)

No later than May 31, 2007, provide technical support during an initial testing offunctionality, which shall include a User Acceptance test, to test the functionality of thesystem as described in Section A.1. listed above.

A.6. Completion of Training (Milestone 5)

a. No later than June 1, 2007 submit a draft Train-the-Trainer training plan and userguide to the State for review and approval.

b. No later than July 2, 2007, the Contractor shall submit one (1) final Train-the-Trainer training plan, one (1) user guide in electronic format (Microsoft Word),and thirty-five (35) hard copies of the user guide to the State. '

c. No later than August 1, 2007, the Contractor shall complete Train-the-Trainertraining at up to three (3) locations and for no less than a total of thirty-five (35)personnel designated by the State.

A,7. Ongoing Maintenance (Milestone 6)

Following delivery of Milestone # 4 and throughout the remaining term of the Contract,the Contractor will provide operational support by providing for hardware and softwaremaintenance, as described below:

a. Make necessary adjustments and repairs to keep the software operating withoutabnormal interruptions and to correct latent deficiencies with respect to softwarespecifications.



$2,035,600

b. During ordinary State operation of the hardware and software, provide supportand maintenance services between the hours of 8:00 a.m. and 5:00 p.m. CentralTime, Monday through Friday, excluding State holidays.

c. During ordinary State operation of the hardware and software, respond tohardware or software problems that could cause a malfunction that would hinderthe system from performing the functions for which it was intended within. 8-hoursof request.

d. During ordinary State operation of the hardware and software, respond torequests for information and provide technical support for requests from projectmanagement staff within eight hours (Monday through Friday, 8:00 a.m. through5:00 p.m. Central Time, excluding State holidays), by either correcting theproblem, or providing technical support or information as requested, or providinga plan, including a delivery date, for the information or support requested.

e. During a Public Health Emergency or other emergency situation as determinedby the State, response to problems, requests for technical support, or requestsfrom the State's project management staff for information shall be providedimmediately by phone, by either correcting the problem, or providing technicalsupport or information as requested, or providing a plan, including a delivery timeof no later than 8-hours from the time of the request, for the support orinformation requested. This is without regard to regular State working hoursor working days.

f.

• Make all necessary modifications, adjustments, and repairs to keep the softwareoperating in compliance with applicable federal laws and regulations.

g. Maintain software for the current operating system environment, Windows Server2003, for the term of the contract.

h. Maintain a copy of the State's current production version of software on theContractor's computer.

Provide, during the life of the Contract, new versions of the software thatincorporate improvements in design, correction of latent defects, andenhancements to the software. . Complete documentation of all systemenhancements or revisions will be provided with new releases of software.Documentation must describe, in a user-friendly manner, what the user needs toknow to understand each level (technical, system administrator, power user,average end-user, etc.) on which the software operates.

A.8. Modifications and Enhancements (Milestone 7)

Following delivery of Milestone # 4 and throughout the remaining term of the Contract,the Contractor will provide enhancements to the software requested and approved by theState, using the "Modification and Enhancement Process" as defined in A.10.c. below.

A.9. Beginning on the contract start date, and every two weeks thereafter until completion ofMilestone # 6, submit to the State an update to the Implementation Plan and a hard copyprogress report indicating the status of implementation and training, which at a minimum,will include problems encountered with implementation, problem resolution, individualstrained and the date of training, training documentation provided, and an overall projectstatus.

Integrated Warehousing Solution, LLC February 1, 2007 through August 30, 2007SPLIT system $2,035,600

A.10.

The State:

a. . Agrees to review and request any necessary revisions to the Design Documentand Preliminary Implementation Plan no later than February 15, 2007.

b. Agrees to review training plans and user guides for Train-the-Trainer staff andrequest any necessary revisions no later than June 15, 2007,

c. May request modifications and enhancements to the software using the"Modification and Enhancement Process" as defined below, All suchmodifications and enhancements will be developed consistent with and willoperate with the existing software at no loss of function to the existing software.

Modification and Enhancement Process: A five-step process usedto define, specify, develop, test, and implement changes to thesoftware. The five steps are (1) the State prepares specificationsfor a modification or enhancement, (2) the Contractor prepares anestimate for the delivery date and cost, at the contract rates, fordevelopment of the software, (3) the State accepts the estimateand authorizes the work, (4) the Contractor delivers the softwareproduct or change as defined elsewhere, and (5) the Stateaccepts the software product or change.

Shall test modifications and enhancements within thirty (30) business days of thelater of delivery or notice of delivery. If the delivery of the software is notcontested within those thirty (30) business days, it will be deemed delivered forpurpose of payment of invoice.

e,

Will endeavor to give the Contractor at least thirty (30) business days advancenotice of the need for technical assistance requests. If the State is unable to givethirty (30) business days advance notice, the Contractor shall make reasonableefforts to provide the requested assistance, but in any event, must respond torequests for assistance as described in A.7.d. There shall be no additionalcharges for the provision of technical advice as described herein.

f.

May request technical assistance after hours and/or on weekends under certaincircumstances, including but not limited to a public health emergency in whichcritical timelines must be met to distribute Strategic National Stockpile (SNS)assets, an exercise involving the centers for Disease Control and Prevention's(CDC) SNS staff, any disease outbreak for which pharmaceuticals must bedistributed, etc. In any event, the Contractor must respond to requests forassistance as described in A.7. There shall be no additional charges for theprovision of technical advice as described herein.

g.

Shall stay within one year of current release of the application software.

h.

Shall provide the Contractor necessary access to the software and equipment onwhich it runs in order to effect necessary adjustments and repairs.

Integrated Warehousing Solution, LLC February '1, 2007 through August 30, 2007SPLIT system $2,035,600

B.

CONTRACT TERM:

B.1. Contract Term. This Contract shall be effective for the period commencing on February1, 2007 and ending on August 30, 2007. The State shall have no obligation for servicesrendered by the Contractor which are not performed within the specified period.

B.2. Term Extension. The State reserves the right to extend this Contract for an additionalperiod or periods of time representing increments of no more than one year and a totalcontract term of no more than five (5) years, provided that the State notifies theContractor in writing of its intention to do so at least thirty (30) days prior to the contractexpiration date. An extension of the term of this Contract will be effected through anamendment to the Contract. If the extension of the Contract necessitates additionalfunding beyond that which was included in the original Contract, the increase in theState's maximum liability will also be effected through an amendment to the Contract andshall be based upon rates provided for•in the original contract.

C.

PAYMENT TERMS AND CONDITIONS:

C.1.

Maximum Liability. In no event shall the maximum liability of the State under thisContract exceed Two Million Thirty Five Thousand Six Hundred Dollars ($2,035,600).The Service Rates in Section C.3 shall constitute the entire compensation due theContractor for the Service and all of the Contractor's obligations hereunder regardless ofthe difficulty, materials or equipment required. The Service Rates include, but are notlimited to, all applicable taxes, fees, overheads, and all other direct and indirect costsincurred or to be incurred by the Contractor.


0.2.

Compensation Firm. The Service Rates and the Maximum Liability of the State underthis Contract are firm for the duration of the Contract and are not subject to escalation forany reason unless amended.

C.3.

Payment Methodology. The Contractor shall be compensated based on the ServiceRates herein for units of service authorized by the State in a total amount not to exceedthe Contract Maximum Liability established in Section C.1. The Contractor'scompensation shall be contingent upon the satisfactory completion of units of service orproject milestones defined in Section A. The Contractor shall be compensated basedupon the following Service Rates:



$2,035,600

SERVICE UNIT/MILESTONE AMOUNT


$99,785

Milestone 2 - Provide Handheld Devices & LaptopServers/Application Software (Section A.3.)

Completed no later than April 1, 2007(amount paid upon completion of the milestone)

$498,926

Milestone 3 - Provide the ability to generate transactions instandard format (HL7) (Section A.4.)

Completed no later than May 1, 2007(amount paid upon completion of the milestone)

$498 ,926

Milestone 4 — Support User Acceptance Test (Section A.5.)Completed no later than May 31, 2007(amount paid upon completion of the milestone)

$498,926

Milestone 5 - Completion of Training (Section A.6.)Completed no later than August 1, 2007(amount paid upon completion of the milestone)

$399,143

Milestone 6— Ongoing Maintenance (Section A.7.)Completed during the term of the Contract, but no sooner than June1, 2007. Ongoing maintenance in a subsequent contract period orperiods is contingent on contract extension referenced in sectionB.2. of this Contract. The proposed rate per month for ongoingmaintenance will remain the same for any contract extension.

Monthly Rate

$13 ,133

Per month

Milestone 7—Modifications and Enhancements (Section A.8.)Completed during the term of the Contract, but no sooner than June1, 2007. Ongoing modifications and enhancements in a subsequentcontract

period

or

periods

is

contingent

on

contract

extensionreferenced in section B.2. of this Contract.

The.proposed cost perapplied labor hour will remain the same for any contract extension.

Labor rate per applied labor hour

$148

Per hour

The Contractor shall submit invoices, in form and substance acceptable to the State withall of the necessary supporting documentation, prior to any payment. Such invoices shallbe submitted for completed units of service or project milestones for the amountstipulated. Ongoing maintenance will be billed on a calendar month basis at the end ofthe month, with the exception of the first and last month, which if less than a full month,may be pro-rated for a partial month.

C.4,

Travel Compensation. The Contractor shall not be compensated or reimbursed for travel,meals, or lodging.

C,5.

Payment of Invoice. The payment of the invoice by the State shall not prejudice theState's right to object to or question any invoice or matter in relation thereto. Such



$2,035,600

payment by the State shall neither be construed as acceptance of any part of the work orservice provided nor as an approval of any of the amounts invoiced therein.

C.6. Invoice Reductions, The Contractor's invoice shall be subject to reduction for amountsincluded in any invoice or payment theretofore made which are determined by the State,on the basis of audits conducted in accordance with the terms of this contract, not toconstitute proper remuneration for compensable services.

C.7. Deductions. The State reserves the right to deduct from amounts which are or shallbecome due and payable to the Contractor under this or any contract between theContractor and the State of Tennessee any amounts which are or shall become due andpayable to the State of Tennessee by the Contractor.

C.8,

Automatic Deposits, The Contractor shall complete and sign an "Authorization Agreementfor Automatic Deposit (ACH Credits) Form." This form shall be provided to the Contractorby the State. Once this form has been completed and submitted to the State by theContractor all payments to the Contractor, under this or any other contract the Contractorhas with the State of Tennessee shall be made by Automated Clearing House (ACH).The Contractor shall not invoice the State for services until the Contractor has completedthis form and submitted it to the State.

C.9. Retention of Final Payment. An amount of Two Hundred Three Thousand Five HundredSeventy One Dollars ($203,571), representing ten percent (1 D%) of the maximum totalcompensation payable under this Contract, shall be withheld by the State until thirty (30)days after final completion of the services to be performed by the Contractor under thisContract.

D.

STANDARD TERMS AND CONDITIONS:

D.1. Required Approvals. The State is not bound by this Contract until it is approved by theappropriate State officials in accordance with applicable Tennessee State laws andregulations.

D.2. Modification and Amendment. This Contract may be modified only by a writtenamendment executed by all parties hereto and approved by the appropriate TennesseeState officials in accordance with applicable Tennessee State laws and regulations.

D.3. Termination for Convenience. The State may terminate this Contract without cause forany reason. Said termination shall not be deemed a Breach of Contract by the State.The State shall give the Contractor at least thirty (30) days written notice before theeffective termination date. The Contractor shall be entitled to receive compensation forsatisfactory, authorized service completed as of the termination date, but in no eventshall the State be liable to the Contractor for compensation for any service which has notbeen rendered. Upon such termination, the Contractor shall have no right to any actualgeneral, special, incidental, consequential, or any other damages whatsoever of anydescription or amount.

D.4. Termination for Cause. If the Contractor fails to properly perform its obligations underthis Contract in a timely or proper manner, or if the Contractor violates any terms of thisContract, the State shall have the right to immediately terminate the Contract andwithhold payments in excess of fair compensation for completed services.Notwithstanding the above, the Contractor shall not be relieved of liability to the State fordamages sustained by virtue of any breach of this Contract by the Contractor.



$2,035,600

D.5. Subcontracting. The Contractor shall not assign this Contract or enter into a subcontractfor any of the services performed under this Contract without obtaining the prior writtenapproval of the State. If such subcontracts are approved by the State, they shall contain,at a minimum, sections of this Contract pertaining to "Conflicts of Interest" and"Nondiscrimination" (sections D.6. and D.7.). Notwithstanding any use of approvedsubcontractors, the Contractor shall be the prime contractor and shall be responsible forall work performed.

D.6. Conflicts of Interest. The Contractor warrants that no part of the total Contract Amountshall be paid directly or indirectly to an employee or official of the State of Tennessee aswages, compensation, or gifts in exchange for acting as an officer, agent, employee,subcontractor, or consultant to the Contractor in connection with any work contemplatedor performed relative to this Contract.

D.7. Nondiscrimination. The Contractor hereby agrees, warrants, and assures that no personshall be excluded from participation in, be denied benefits of, or be otherwise subjectedto discrimination in the performance of this Contract or in the employment practices of theContractor on the grounds of disability, age, race, color, religion, sex, national origin, or,any other classification protected by Federal, Tennessee State constitutional, or statutorylaw. The Contractor shall, upon request, show proof of such nondiscrimination and shallpost in conspicuous places, available to all employees and applicants, notices ofnondiscrimination.

D.8. Prohibition of Illegal Immigrants. The requirements of Public Acts of 2006, ChapterNumber 878, of the state of Tennessee, addressing the use of illegal immigrants in theperformance of any contract to supply goods or services to the state of Tennessee, shallbe a material provision of this Contract, a breach of which shall be grounds for monetaryand other penalties, up to and including termination of this Contract.

a. The Contractor hereby attests, certifies, warrants, and assures that theContractor shall not knowingly utilize the services of an illegal immigrant in theperformance of this Contract and shall not knowingly utilize the services of anysubcontractor who will utilize the services of an illegal immigrant in theperformance of this Contract, The Contractor shall reaffirm this attestation, inwriting, by submitting to the State a completed and signed copy of the documentas Attachment 1, hereto, semi-annually during the period of this Contract. Suchattestations shall be maintained by the contractor and made available to stateofficials upon request.

b. Prior to the use of any subcontractor in the performance of this Contract, andsemi-annually thereafter, during the period of this Contract, the Contractor shallobtain and retain a current, written attestation that the subcontractor shall notknowingly utilize the services of an illegal immigrant to perform work relative tothis Contract and shall not knowingly utilize the services of any subcontractorwho will utilize the services of an illegal immigrant to perform work relative to thisContract. Attestations obtained from such subcontractors shall be maintained bythe contractor and made available to state officials upon request.

c, The Contractor shall maintain records for all personnel used in the performanceof this Contract. Said records shall be subject to review and random inspectionat any reasonable time upon reasonable notice by the State.

d, The Contractor understands and agrees that failure to comply with this sectionwill be subject to the sanctions of Public Chapter 878 of 2006 for acts oromissions occurring after its effective date. This law requires the Commissionerof Finance and Administration to prohibit a contractor from contracting with, or



$2,035,600

submitting an offer, proposal, or bid to contract with the State of Tennessee tosupply goods or services for a period of one year after a contractor is discoveredto have knowingly used the services of illegal immigrants during the performanceof this contract.

e.

For purposes of this Contract, "illegal immigrant" shall be defined as any personwho is not either a United States citizen, a Lawful Permanent Resident, or aperson whose physical presence in the United States is authorized or allowed bythe federal Department of Homeland Security and who, under federalimmigration laws and/or regulations, is authorized to be employed in the U.S. oris otherwise authorized to provide services under the Contract.

D.9. Records. The Contractor shall maintain documentation for all charges against the Stateunder this Contract. The books, records, and documents of the Contractor, insofar asthey relate to work performed or money received under this contract, shall be maintainedfor a period of three (3) full years from the date of the final payment and shall be subjectto audit at any reasonable time and upon reasonable notice by the State, the Comptrollerof the Treasury, or their duly appointed representatives. The financial statements shallbe prepared in accordance with generally accepted accounting principles.

D.10. Monitoring. The Contractor's activities conducted and records maintained pursuant tothis Contract shall be subject to monitoring and evaluation by the State, the Comptrollerof the Treasury, or their duly appointed representatives.

D.11. Progress Reports. The Contractor shall submit brief, periodic, progress reports to theState as requested.

D.12. Strict Performance. Failure by any party to this Contract to insist in any one or morecases upon the strict performance of any of the terms, covenants, conditions, orprovisions of this Contract shall not be construed as a waiver or relinquishment of anysuch term, covenant, condition, or provision. No term or condition of this Contract shallbe held to be waived, modified, or deleted except by a written amendment signed by theparties hereto.

D.13. Independent Contractor. The parties hereto, in the performance of this Contract, shallnot act as employees, partners, joint venturers, or associates of one another. It isexpressly acknowledged by the parties hereto that such parties are independentcontracting entities and that nothing in this Contract shall be construed to create anemployer/employee relationship or to allow either to exercise control or direction over themanner or method by which the other transacts its business affairs or provides its usualservices. The employees or agents of one party shall not be deemed or construed to bethe employees or agents of the other party for any purpose whatsoever.

The Contractor, being an independent contractor and not an employee of the State,agrees to carry adequate public liability and other appropriate forms of insurance,including adequate public liability and other appropriate forms of insurance on theContractor's employees, and to pay all applicable taxes incident to this Contract.

D.14. State Liability. The State shall have no liability except as specifically provided in thisContract.

D.15. Force Majeure. The obligations of the parties to this contract are subject to prevention bycauses beyond the parties' control that could not be avoided by the exercise of due careincluding, but not limited to, acts of God, riots, wars, strikes, epidemics or any othersimilar cause.



, $2,035,600

D.16. State and Federal Compliance, The Contractor shall comply with all applicable State andFederal laws and regulations in the performance of this Contract.

D.17. Governing Law, This Contract shall be governed by and construed in accordance withthe laws of the State of Tennessee. The Contractor agrees that it will be subject to . theexclusive jurisdiction of the courts of the State of Tennessee in actions that may ariseunder this Contract. The Contractor acknowledges and agrees that any rights or claimsagainst the State of Tennessee or its employees hereunder, and any remedies arisingtherefrom, shall be subject to and limited to those rights and remedies, if any, availableunder Tennessee Code Annotated, Sections 9-8-101 through 9-8-407.

D.18. Completeness, This Contract is complete and contains the entire understanding betweenthe parties relating to the subject matter contained herein, including all the terms andconditions of the parties' agreement. This Contract supersedes any and all priorunderstandings, representations, negotiations, and agreements between the partiesrelating hereto, whether written or oral.

D.19. Severability If any terms and conditions of this Contract are held to be invalid orunenforceable as a matter of law, the other terms and conditions hereof shall not beaffected thereby and shall remain in full force and effect. To this end, the terms andconditions of this Contract are declared severable.

D.20. Headings, Section headings of this Contract are for reference purposes only and shallnot be construed as part of this Contract.

E.

SPECIAL TERMS AND CONDITIONS:

E.I. Conflicting Terms and Conditions, Should any of these special terms and conditionsconflict with any other terms and conditions of this Contract, these special terms andconditions shall control.

E.2.

Communications and Contacts. All instructions, notices, consents, demands, or othercommunications required or contemplated by this Contract shall be in writing and shall bemade by facsimile transmission, by overnight courier service, or by first class mail,postage prepaid, addressed to the respective party at the appropriate facsimile numberor address as set forth below or to such other party, facsimile number, or address as maybe hereafter specified by written notice.

The State:Allen S. Craig, M.D., State EpidemiologistCommunicable and Environmental Disease Services3`d Floor, Cordell Hull Building425 Fifth Avenue, NorthNashville, TN 37243-4401Telephone Number: (615) 741-7247Facsimile Number: (615) 532-8526

The Contractor:Joshua Vierling, Director of SalesIntegrated Warehousing Solutions, LLC3075 Highland Parkway, Suite 715, Downers Grove, IL 60515Telephone Number: (630) 493-7864Facsimile Number: (630) 353-6916Email: jvierlinq(a7irmswms.com



$2,035,600

All instructions, notices, consents, demands, or other communications shall beconsidered effectively given as of the day of delivery; as of the date specified forovernight courier service delivery; as of three (3)business days after the date of mailing;or on the day the facsimile transmission is received mechanically by the telefax machineat the receiving location and receipt is verbally confirmed by the sender if prior to 4:30p.m. CST. Any communication by facsimile transmission shall also be sent by UnitedStates mail on the same date of the facsimile transmission.

E.3. Subject to Funds Availability. The Contract is subject to the appropriation and availabilityof State and/or Federal funds. In the event that the funds are not appropriated or areotherwise unavailable, the State reserves the right to terminate the Contract upon writtennotice to the Contractor. Said termination shall not be deemed a breach of Contract bythe State. Upon receipt of the written notice, the Contractor shall cease all workassociated with the Contract. Should such an event occur, the Contractor shall beentitled to compensation for all satisfactory and authorized services completed as of thetermination date. Upon such termination, the Contractor shall have no right to recoverfrom the State any actual, general, special, incidental, consequential, or any otherdamages whatsoever of any description or amount.

E.4. State Ownership of Deliverables. The State shall have ownership, right, title, andinterest, including ownership of copyright, in all work products created, designed,developed, derived, documented, and required to be delivered ("Deliverables") to theState under this Contract subject to the next subsection and full and final payment foreach such Deliverable. The State shall have unlimited, royalty-free, non-exclusivelicense and right to use, copy, disclose, modify, maintain, or create derivative works from,for any purpose whatsoever, all said Deliverables.

a) To the extent that the Contractor uses any of its pre-existing, proprietary orindependently developed tools, materials or information ("Contractor Materials"),the Contractor shall retain all right, title and interest in and to such ContractorMaterials, and the State shall acquire no right, title or interest in or to suchContractor Materials EXCEPT for the license expressly granted in this section.The Contractor grants to the State an unlimited, non-transferable license to use,copy and distribute internally, solely for the State's internal purposes, anyContractor Materials reasonably associated with any Deliverables provided underthe Contract.

b) Upon request of the State, the Contractor shall furnish such information and data,including but not limited to computer code, that is applicable, essential,fundamental, or intrinsic to any Deliverables and Contractor Materials reasonablyassociated with any Deliverables in accordance with this Contract and applicablestate law.

c) The State grants to the Contractor a perpetual, worldwide, fully paid up, non-exclusive right and license to copy, prepare derivative works based on, deliver,publish, perform, display, dispose of, modify, improve, use, sell and sublicenseany Deliverables provided under this Contract. Further, the Contractor retainsthe right to use the general ideas, concepts and know-how of Contractordeveloped during performance of this Contract, without obligation of notice oraccounting to the State. This Contract shall not preclude Contractor from (1)independently developing materials outside this Contract that are competitive,irrespective of their similarity to materials which might be delivered to the Statehereunder; or (2) providing consulting or other services of any kind or naturewhatsoever to any individual or entity as Contractor in its sole discretion deemsappropriate.



$2,035,600

E.5.

Incorporation of Additional Documents. Included in this Contract by reference are thefollowing documents:

a. The Contract document and its attachmentsb. All Clarifications and addenda made to the Contractor's Proposalc. The Request for Proposal and its associated amendmentsd. Technical Specifications provided to the Contractore. The Contractor's Proposal

In the event of a discrepancy or ambiguity regarding the Contractor's duties,responsibilities, and performance under this Contract, these documents shall govern inorder of precedence detailed above.

E.6.

Lobbying. The Contractor certifies, to the best of its knowledge and belief, that:

No federally appropriated funds have been paid or will be paid, by or on behalf of theContractor, to any person for influencing or attempting to influence an officer or employeeof any agency, a Member of Congress in connection with the awarding of any federalcontract, the making of any federal grant, the making of any federal loan, and enteringinto any cooperative agreement, and the extension, continuation, renewal, amendment,or modification of any federal contract, grant, loan, or cooperative agreement.

If any funds other than federally appropriated funds have been paid or will be paid to anyperson for influencing or attempting to influence an officer or employee of any agency, aMember of Congress, an officer or employee of Congress, or an employee of a Memberof Congress in connection with this contract, grant, loan, or cooperative agreement, theContractor shall complete and submit Standard Form-LLL, "Disclosure Form to ReportLobbying," in accordance with its instructions.

The Contractor shall require that the language of this certification be included in theaward documents for all sub-awards at all tiers (including sub-grants, subcontracts, andcontracts under grants, loans, and cooperative agreements) and that all sub-recipients offederally appropriated funds shall certify and disclose accordingly.

E.7. Public Fundinq Notice. All notices, informational pamphlets, press releases, researchreports, signs, and similar public notices prepared and released by the Contractor relativeto this Contract shall include the statement, "This project is funded under an agreementwith the State of Tennessee." Any such notices by the Contractor shall be approved bythe State.

E.8. Prohibited Advertising. The' Contractor shall not refer to this Contract or the Contractor'srelationship with the State hereunder in commercial advertising in such a manner as tostate or imply that the Contractor or the Contractor's services are endorsed.

E.9. Confidentiality of Records. Strict standards of confidentiality of records and informationshall be maintained in accordance with applicable state and federal law. All material andinformation, regardless of form, medium or method of communication, provided to theContractor by the State or acquired by the Contractor on behalf of the State shall beregarded as confidential information in accordance with the provisions of applicable stateand federal law, state and federal rules and regulations, departmental policy, and ethicalstandards. Such confidential information shall not be disclosed, and all necessary stepsshall be taken by the Contractor to safeguard the confidentiality of such material orinformation in conformance with applicable state and federal law, state and federal rulesand regulations, departmental policy, and ethical standards.

The Contractor's obligations under this section do not apply to information in the public



$2,035,600

domain; entering the public domain but not from a breach by the Contractor of thisContract; previously possessed by the Contractor without written obligations to the Stateto protect it; acquired by the Contractor without written restrictions against disclosurefrom a third party which, to the Contractor's knowledge, is free to disclose theinformation; independently developed by the Contractor without the use of the State'sinformation; or, disclosed by the State to others without restrictions against disclosure.Nothing in this paragraph shall permit Contractor to disclose any information that isconfidential under federal or state law or regulations, regardless of whether it has beendisclosed or made available to the Contractor due to intentional or negligent actions orinactions of agents of the State or third parties.

It is expressly understood and agreed the obligations set forth in this section shall survivethe termination of this Contract.

E.10. Copyrights and Patents. The Contractor agrees to indemnify and hold harmless theState of Tennessee as well as its officers, agents, and employees from and against anyand all claims or suits which may be brought against the State for infringement of anylaws regarding patents or copyrights which may arise from the Contractor's performanceof this Contract. In any such action brought against the State, the Contractor shall satisfyand indemnify the State for the amount of any final judgment for infringement. TheContractor further agrees it shall be liable for the reasonable fees of attorneys for theState in the event such service is necessitated to enforce the terms of this Contract orotherwise enforce the obligations of the Contractor to the State. The State shall give theContractor written notice of any such claim or suit and full right and opportunity toconduct the Contractor's own defense thereof.

E.11

Environmental Tobacco Smoke. Pursuant to the provisions of the federal "Pro-ChildrenAct of 1994" and the Tennessee "Children's Act for Clean Indoor Air of 1995," theContractor shall prohibit smoking of tobacco products within any indoor premises in whichservices are provided pursuant to this Contract to individuals under the age of eighteen(18) years. The Contractor shall post "no smoking" signs in appropriate, permanent siteswithin such premises. This prohibition shall be applicable during all hours, not just thehours in which children are present. Violators of the prohibition may be subject to civilpenalties and fines. This prohibition shall apply to and be made part of any subcontractrelated to this Contract.

E.12. Hold Harmless. The Contractor agrees to indemnify and hold harmless the State ofTennessee as well as its officers, agents, and employees from and against any and allclaims, liabilities, losses, and causes of action which may arise, accrue, or result to anyperson, firm, corporation, or other entity which may be injured or damaged as a result ofacts, omissions, or negligence on the part of the Contractor, its employees, or any personacting for or on its or their behalf relating to this Contract. The Contractor further agreesit shall be liable for the reasonable cost of attorneys for the State in the event suchservice is necessitated to enforce the terms of this Contract or otherwise enforce theobligations of the Contractor to the State.

In the event of any such suit or claim, the Contractor shall give the State immediatenotice thereof and shall provide all assistance required by the State in the State'sdefense. The State shall give the Contractor written notice of any such claim or suit, andthe Contractor shall have full right and obligation to conduct the Contractor's own defensethereof. Nothing contained herein shall be deemed to accord to the Contractor, throughits attorney(s), the right to represent the State of Tennessee in any legal matter, suchrights being governed by Tennessee Code Annotated, Section 8-6-106.



$2,035,600

E.13. Tennessee Consolidated Retirement System. The Contractor acknowledges andunderstands that, subject to statutory exceptions contained in Tennessee CodeAnnotated, Section 8-36-801, et, seq., the law governing the Tennessee ConsolidatedRetirement System (TCRS), provides that if a retired member of TCRS, or of anysuperseded system administered by TCRS, or of any local retirement fund establishedpursuant to Tennessee Code Annotated, Title 8, Chapter 35, Part 3 accepts stateemployment, the member's retirement allowance is suspended during the period of theemployment. Accordingly and notwithstanding any provision of this Contract to thecontrary, the Contractor agrees that if it is later determined that the true nature of theworking relationship between the Contractor and the State under this Contract is that of"employee/employer" and not that of an independent contractor, the Contractor may berequired to repay to TORS the amount of retirement benefits the Contractor received fromTCRS during the period of this Contract.

E.14. Debarment and Suspension. The Contractor certifies, to the best of its knowledge andbelief, that it and its principals:

a. are not presently debarred, suspended, proposed for debarment, declaredineligible, or voluntarily excluded from covered transactions by any Federal orState department or agency;

b. have not within a three (3) year period preceding this Contract been convicted of,or had a civil judgment rendered against them from commission of fraud, or acriminal offence in connection with obtaining attempting to obtain, or performing apublic (Federal, State, or Local) transaction or grant under a public transaction;violation of Federal or State antitrust statutes or commission of embezzlement,theft, forgery, bribery, falsification, or destruction of records, making falsestatements, or receiving stolen property;

c. are not presently indicted for or otherwise criminally or civilly charged by agovernment entity (Federal, State, or Local) with commission of any of theoffenses detailed in section b. of this certification; and

d. have not within a three (3) year period preceding this Contract had one or morepublic transactions (Federal, State, or Local) terminated for cause or default.

E.15. HIPAA Compliance. The State and Contractor shall comply with obligations under theHealth Insurance Portability and Accountability Act of 1996 (HIPAA) and itsaccompanying regulations.

Contractor warrants to the State that it is familiar with the requirements of HIPAAand its accompanying regulations, and will comply with all applicable HIPAArequirements in the course of this contract.

b. Contractor warrants that it will cooperate with the State, including cooperationand coordination with State privacy officials and other compliance officersrequired by HIPAA and its regulations, in the course of performance of theContract so that both parties will be in compliance with HIPAA.

c. The State and the Contractor will sign documents, including but not limited tobusiness associate agreements, as required by HIPAA and that are reasonablynecessary to keep the State and Contractor in compliance with HIPAA. Thisprovision shall not apply if information received by the State under this Contractis NOT "protected health information" as defined by HIPAA, or if HIPAA permits



$2,035,600

the State to receive such information without entering into a business associateagreement or signing another such document.

E.16. CFDA Number(s). When applicable, the Grantee shall inform Its licensed independentpublic accountant of the federal regulations that are to be complied with in performanceof an audit. This information shall consist of the following Catalog of Federal DomesticAssistance Numbers:

93.283 — Public Health Emergency Preparedness



$2,035,600

IN WITNESS WHEREOF:

INTEGRATED WAREHOUSIIj G S UTIONS, LLC:

Josh Vierling, Director of Sales


-43Date

LS'

-

Kenneth S. Robinson, M.D., Commissioner Date

APPROVED:

DEPARTMENT OF FINANCE AND ADMINISTRATION:f

M. D. Goetz, Jr., Commi innerFEB 9 1 2007

Date

COMPTROLUEP, OF THE_TREASUR



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ATTACHMENT 1

ATTESTATION RE PERSONNEL USED IN CONTRACTPERFORMANCE

The Contractor, identified above, does hereby attest, certify, warrant, andassure that the Contractor shall not knowingly utilize the services of anillegal immigrant in the performance of this Contract and shall notknowingly utilize the services of any subcontractor who will utilize theservices of an illegal immigrant in the performance of this Contract.

SUBJECT CONTRACT NUMBER:

Integrated Warehousing Solutions, LLC

CONTRACTOR LEGAL ENTITY NAME:

36—4268567

FEDERAL EMPLOYER IDENTIFICATIONNUMBER:(or Social Security Number)

SIGNATURE &DATE: /-23

'-NOTICE: This attestation MUST be signed by an individual empowered tocontractually bind the Contractor. If said individual is not the chief executive orpresident, this document shall attach evidence showing the individual's authority tocontractually bind the Contractor.



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Documents

Upp Technology, Incorporated VENDOR: Environmental …...*Contact Name: Tracey Davis `Contact Phone: (615) 532-8496 *Original Contract Number: FA-07-17177-00 *original RFS Number:

Upp Technology, Incorporated VENDOR: Environmental …...Contact Name: Tracey Davis `Contact Phone: (615) 532-8496 Original Contract Number: FA-07-17177-00 *original RFS Number: