HomeMy WebLinkAboutFD 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
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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.
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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
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1/17/2017
2/13/2017
2/14/2017
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