Loading...
FD Scan Patient ReportsAGREEMENT FOR PROFESSIONAL SERVICES FOR THE SCANNING OF FIRE DEPARTMENT 2013 PATIENT CARE REPORTS This Agreement is made and entered into this :Z2: day of Fe%,eve 2y , 2017, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Altec Systems, Inc. dba Softfile, a California Corporation (hereinafter "CONTRACTOR"). RECITALS WHEREAS, CITY's seek to utilize CONTRACTOR for the scanning of CITY Fire Department Patient Care Reports (PCR) files containing Protected Health Information (PHI); and WHEREAS, CONTRACTOR has the expertise to perform the required services; and WHEREAS, CITY and CONTRACTOR desire to enter into this Agreement pursuant to the cooperative purchasing program run by the State of California General Services Administration (GSA) known as California Multiple Award Schedule (CMAS), under which CONTRACTOR is a qualified vendor and able to contract with the CITY pursuant to San Rafael Municipal Code Section 2.55.260. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. The Fire Department's Accountant II is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Russ Nelson is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and services, including the destruction of the records given to the CONTRACTOR for scanning upon written notification of the CITY. As more q-3- kw12a fully described in the CONTRACTOR's Quote dated January 17, 2017, attached heretoas Exhibit "A", and to provide for the protection of the privacy rights of the individuals covered by the PHI contained in the CITY Fire Department's PCR files entrusted to CONTRACTOR for scanning in accordance with the Business Associate undertaking attached hereto as Exhibit `B". 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and cooperate with CONTRACTOR in conducting scanning servies. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR at the rates specified in the GSA Schedule applicable to the services, in an amount not to exceet $4,445.00. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for a period commencing on the execution of this Agreement and ending on April 30, 2017. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of sixty (60) days. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination unless the CITY provides CONTRACTOR written an Authorization to Destroy form to destroy the 2 documents following which CONTRACTOR shall provide CITY with a Certificate of Destruction. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of two million dollars ($2,000,000) per occurrence/four million dollars ($4,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY 3 against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 0104 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. 4 C. Deductibles and SIR'S. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: Joyce McCarthy City of San Rafael Fire Department 1039 C Street San Rafael, CA 94901-1560 r TO CONTRACTOR's Project Director: Russ Nelson Business Development Director SoftFile 209 Commerce Circle Sacramento, CA 95815 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL JIM C UTZ, City M a er ATTEST: ESTHER C. BEIRNE, City Clerk CONTRACTOR By: �-4 Name: Kent Ha es Title: PiLS 1 1iZ-AL APPROVED AS TO FORM: ROBERT F. EPSTEIN, City Attorney rr. Project Quote Y� rw a 209 Commerce Circle fff 11's Sacramento CA 95815 Date: January 17, 2017 916-9274211 Valid Until March 18, 2017 custotrlor Pro.lect Description Joyce McCarthy PCR Files 2013 San Rafael Fire Department 1039 C Street San Rafael, Ca 94915 415-465-3457 5peclal dotes and. Inmtractions , ' I Subtotal 4,445.00 Images and Data will be delivered via portable hard drive Sales Tax $ - Shipping I - Index Naming: AMB.BILL _SMITH JOHN YYYMMDD.PDF Total 4,445.00 Above information is not an invoice. The quantities listed are only an estimate for budgetary purposes. Client will be billed at completion of the project / Net 30 Please confirm your acceptance of this quote by signing this document ��t sly I Thank you for your businessl EXH I MT A Est.Quarmw Piice -[ - Unk _ _. -- -!I Line Total _ Master DVD _ 1 $ 50.00 Event b 50.00 Document Preparation 50 $ 19.00 Hour $ 950.00 Document Scanning to PDF with OCR 25,000 $ 0.06 Image $ 1,500.00 Insert Barcode Sheets 5,000 $ 0.06 Each $ 300.00 Data Entry using First and Last Name, Date 5,000 $ 0.25 Each $ 1,250.00 Document Destruction 10 $ 5.00 Each $ 50.00 Data Services 2 $ 140.00 Hour $ 280.00 Master DVD backup 1 $ 45.00 Each $ 45.00 Duplicate DVD backup 1 $ 20.00 Each $ 20.00 5peclal dotes and. Inmtractions , ' I Subtotal 4,445.00 Images and Data will be delivered via portable hard drive Sales Tax $ - Shipping I - Index Naming: AMB.BILL _SMITH JOHN YYYMMDD.PDF Total 4,445.00 Above information is not an invoice. The quantities listed are only an estimate for budgetary purposes. Client will be billed at completion of the project / Net 30 Please confirm your acceptance of this quote by signing this document ��t sly I Thank you for your businessl EXH I MT A EXHIBIT B HIPAA BUSINESS ASSOCIATE UNDERTAKING Pursuant to the Agreement between the City of San Rafael ("CITY"), which is a "Covered Entity" under the Health Insurance Portability and Accountability Act of 1966 ("HIPAA") regulations, and Altec Systems, Inc. dba Softfile ("CONTRACTOR"), which is a "Business Associate" under the HIPAA regulations, CITY will disclose to CONTRACTOR certain information, some of which may constitute Protected Health Information under the HIPAA regulations. "Protected Health Information" or "PHI" means any information, whether oral or recorded in any form or medium: (i) that relates to the past, present, or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual, and (ii) that identifies he individual or with respect to which there is reasonable basis to believe the information can be used to identify the individual, and shall have the meaning given to such term under HIPAA and the HIPAA Regulations, including, but not limited to 45 CFR Section 164.501. CONTRACTOR is an individual or entity which provides services, arranges, performs or assists in the performance or activities of a Business Associate and who uses or discloses PHI, pursuant to the HIPAA Regulations, 45 CFR Section 160.103. CITY and CONTRACTOR desire to protect the privacy and provide for the security of PHI disclosed to CONTRACTOR in compliance with the Health Insurance Portability and Accountability Act of 1966, ("HIPAA") and regulations promulgated there under by the U.S. Department of Health and Human Services (the "HIPAA Regulations") and other applicable laws and regulations. This HIPAA Business Associate Undertaking is intended to satisfy the certain standards and requirements of HIPAA and the HIPAA Regulations, including, but not limited to, Title 45,Section 164.504(e) of the Code of Federal Regulations ("CFR"), as the same nay be amended from time to time. CONTRACTOR,as a Business Associate, under the Agreement between the CITY and CONTRACTOR, and CITY, as a Covered Entity under the HIPAA regulations, shall have the following responsibilities: 1. Permitted Uses and Disclosures. CONTRACTOR may use and/or disclose PHI received by CONTRACTOR pursuant to the Agreement and solely for the purpose of performing its obligations under the Agreement. 2. Restrictions of PHI. CITY shall notify CONTRACTOR in writing within five (5) working days of receipt of any request by patients or their representatives to restrict the use and disclosure of PHI that the CONTRACTOR maintains for or on behalf of CITY. Upon written notice from the CITY, CONTRACTOR agrees to comply with any instruction to modify, delete or otherwise restrict the use and disclosure of PHI it maintains for or on behalf of CITY. 3. Disclosure of PHI. CONTRACTOR may, if necessary, use PHI (i) for the proper management and administration of CONTRACTOR's business or (ii) to carry out CONTRACTOR's legal responsibilities. 4. Nondisclosure. CONTRACTOR is not authorized and shall not use or further disclose CITY's PHI other than as permitted under the Agreement or this Undertaking, or as required by law or regulation. Safeguards. CONTRACTOR shall use appropriate administrative, technical and physical safeguards to prevent any use or disclosure of CITY's PHI other than as provided for by the Agreement and this Undertaking. HIPPA BUSINESS ASSOCIATE UNDERTAKING - Page 1 of 3 6. Reoortinq of Disclosures. CONTRACTOR shall notify CITY in writing within five (5) working days of its discovery of any use or disclosure of CITY's PHI not permitted by the Agreement or this Undertaking of which CONTRACTOR or its offices, employees or agents become aware. CONTRACTOR shall take (i) prompt corrective action to cure any deficiencies and (ii) any action pertaining to such unauthorized disclosure required by applicable federal and state laws and regulations. 7. Compliance with Law. CONTRACTOR shall comply with all applicable federal and state laws and regulations, including, if applicable under the terms and requirements of the Agreement, the HIPAA Standards for Electronic transactions, 45 CFR Parts 160 and 162. 8. CONTRACTOR's Agents. CONTRACTOR shall ensure that any agent or subcontractor agrees with CONTRACTOR in writing that the agent or subcontractor will hold the PHI confidentially and use or disclose the PHI only as required by law or for the purpose it was used or disclosed to the agent or subcontractor. Additionally, the agent or subcontractor shall notify CONTRACTOR of any instance of which it is aware in which the confidentially of the PHI has been breached. Availabilitv and Accounting of Information. CONTRACTOR shall, within twenty (20) calendar days of receipt of a written request provide a copy of the PHI disclosed. CONTRACTOR shall, within twenty (20) calendar days of receipt of a written request, make available to CITY and if authorized in writing by CITY to the subject of the PHI, such information as may be required to fulfill CITY's obligations to provide access to, provide a copy of, and account for disclosures of CITYs PHI pursuant to HIPAA and the HIPAA Regulations, including, but not limited to, 45 CFR Sections 164.524 and 164.528. The accounting shall include: i) the date of the disclosure, ii) the name and address of the entity of person who received the PHI, iii) a brief description of the PHI disclosed, and iv) a brief statement of the basis for the disclosure or a copy of an authorization for the disclosure. 10. Amendment of PHI. CITY shall inform CONTRACTOR within five (5) working days of receipt of any request by or on behalf the subject of the PHI to amend the PHI CONTRACTOR maintains for or on behalf of CITY. CONTRACTOR shall, within twenty (20) calendar days of receipt of a written request, make the subject's PHI available to CITY as may be required to fulfill CITY's obligations to amend PHI pursuant to HIPAA and the HIPAA Regulations, including, but not limited to, 45 CFR Section 164.526. CONTRACTOR shall, as directed by CITY, incorporate any amendment to CITY's PHI into copies of such PHI maintained by CONTRACTOR. 11. Reaulatory Compliance. CONTRACTOR shall make its internal practices, books and records relating to the use and disclosure of PHI received from CITY (or created or received by CONTRACTOR on behalf of CITY) available to any state of federal agency, including the U.S. Department of Health and Human Services, for purposes of determining CITY's compliance with the HIPAA Regulations. 12. Inspection of Records. Within thirty (30) calendar days of a written request, CONTRACTOR shall make available to CITY during normal business hours all records, books, agreements, policies and procedures relating to the use and/or disclosure of CITY's PHI for purposes of enabling CITY to determine CONTRACTOR's compliance with the terms of this Undertaking. 13. Certification. CITY and its authorized agents or contractors, may examine CONTRACTOR's facilities, systems, procedures, and records as may be necessary to determine the extent to which CONTRACTOR's security safeguards comply with HIPAA, the HIPAA Regulations, or this Undertaking. 14. Effect of Termination. Upon termination of the Agreement for any reason, CONTRACTOR shall return or, at the option of CITY, destroy all PHI received from CITY, or created and received by CONTRACTOR on behalf of CITY, that CONTRACTOR shall maintain in any form, and shall retain no copies of such PHI. 15. Compliance with Law. The parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that changes to this Undertaking may be required to ensure compliance with such developments. The parties specifically agree to take such action as may be necessary to implement the standards and requirements of HIPAA, the HIPAA Regulations and other applicable state and federal laws relating to the security or confidentiality of PHI. 16. Negotiations. In the event that a state or federal law, statute, or regulation materially affects the Agreement or this Undertaking, the parties agree to negotiate immediately in good fight any necessary or appropriate revisions to the Agreement or this Undertaking. If the parties are unable to reach an agreement concerning such revisions HIPPA BUSINESS ASSOCIATE UNDERTAKING - Page 2 of 3 within the earlier of sixty (60) calendar days after the date of notice seeking negotiations or the effective date of a change in law or regulation, or if the change is effective immediately, then either party may immediately terminate this Agreement upon written notice to the other. HIPPA BUSINESS ASSOCIATE UNDERTAKING - Page 3 of 3 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED I uoa, i ii}►i„ 6V6j utr'l•►AiMER r MANAGER: Contracting Department: Fire Department Project Manager: Joyce McCarthy Extension: 3457 Contractor Name: Altec Systems, Inc. dba Softfile Contractor's Contact: Russ Nelson Contact's Email: russn@softfile.com ❑ FPPC: Check if f _,_ c ..../Consultant must file Form 700 Step RESPONSIBLE DEPARTMENT 1 Project Manager 2 City Attorney 3 Project Manager 4 Project Manager PRINT 5 Project Manager 6 City Attorney 7 City Attorney 8 City Manager/ Mayor 9 City Clerk DESCRIPTION a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor Forward two(2)originals of final agreement to contractor for their signature When necessary, * contractor -signed agreement agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Public Works Contract > $125,000 Date of Council approval CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreements to City Attorney with printed copy of this routing form Review and approve hard copy of signed agreement Review and approve insurance in PINS, and bonds (for Public Works Contracts) Agreement executed by Council authorized official Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED REVIEWER DATE Check/Initial Click here to ❑ enter a date. 1/17/2017 2/13/2017 2/14/2017 N ETD N ETD 2/14/2017 N N/A Or ❑ Click here to enter a date. 2/16/17 JM