HomeMy WebLinkAboutFD Patient Care Report Scanning ServicesAGREEMENT FOR SERVICES
FOR THE SCANNING OF FIRE DEPARTMENT 2015, 2016, & JANUARY -JUNE 2017
PATIENT CARE REPORTS
'- /
This Agreement is made and entered into this day of Tk 20
by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and AL EC SYSTEMS, INC.
dba Soflfile, 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.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
PROJECT COORDINATION.
A. CITY'S Project Manager. The Fire Department's Fire Chief 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
fully described in the CONTRACTOR's Quote dated July 24, 2020, attached hereto as Exhibit "A",
and incorporated herein by reference; and shall 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" and incorporated herein by reference.
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 Exhibit A applicable to the services, in an amount not
to exceed $9,870.
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 December 31, 2020. Upon mutual agreement of the parties, and subject to
the approval of the City Manager the tern 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 convect the cause of the termination, to the reasonable satisfaction of the party giving such
notice, within such fifteen (I 5) 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
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.
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. 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.
11. 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.
12. 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.
13. 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:
TO CONTRACTOR's Project Director:
14. INDEPENDENT CONTRACTOR.
David Catalinotto
City of San Rafael
Fire Department
1600 Los Gamos Drive, Suite 345
San Rafael, CA 94903
Russ Nelson
Business Development Director
Soffile
209 Commerce Circle
Sacramento, CA 95815
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.
15. 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.
16. 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.
17. 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.
18. COSTS AND ATTORNEY'S FEES.
The prevailing parry in any action brought to enforce the terms and conditions of this
Agreement, or arising out of the perfonnance of this Agreement, may recover its reasonable costs
(including claims administration) and attorney's fees expended in connection with such action.
19. 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).
20. 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
t
JIM SCHUTZ, City Manager
ATTEST:
LINDSAY LARA, City Clerk
APPROVED AS TO FORM:
1
ROBERT F. EPSTEIN, ty Attorney
Name: Kent Hayes
Title: IR SI Dior
[If Contractor is a corporation, add signature of second
corporate of rl
By:
Name: l/- r kgCS
Title: SU-ztT"
,...� Project Quote
•S. O !•' d''
Sacramento
Commerce Circle
Sacramento CA 8: Date: July 24, 2020
916-927-4211 Valid Until September 22, 2020
Customer
Pro ect D'oscrl tion
David Catallnotto
Environmental Management Coordinator
Cly of San Rafael Fire Department
(415) 485-3309
Davld.Cata linottogDcitvofsanrafael.oro
PCR Files 2015, 2016 and partial 2017
Approx. - 20 boxes
Approx. - 48,000 pages to scan
Approx. - 10,000 PCR riles to Index by Name Last, First and Date
r Description' _
EaC'Quentity
Price
Unit, •,I1'.
LlrioTow
Pick-up and delivery boxed documents
1
S 95.00
Trip
S-
95.00
Document Preparation .- =r
175
$ 19.00
- Hour •
1.- -
3,325.00
Document Scanning 11x17 or smaller to 200dp1 PDF w/ OCR
48,000
S 0.06
Image
S
2,880.00
Insert Barcode Sheets
40.000
77S ' : - - 0.08 ;
77,77Each
S '
.::' .- 77,56.56.
Data Entry using Last. First. Date
10.000
$ 0.25
Each
-
$
2,500.00
Document Destruction a-
20
5 5.00
Box
5
100.00
Project Setup
2
S 185.00
Hour
S
370.00
771 7
Special Notee and Instructions "
l •ia� ;
Subtotal
Sales Tax
Shipping
Total
$
9,870.00
-
-
9,870.00
Images and Data will be delivered vis portable drive
Index Naming AMB BILL—SMITH JOHN_YYYMMDO.PDF
Above Information is not an Invoice. The quantities listed are only an estimate for budgetary purposes.
Client will be biped at completion of the project 1 Net 30
Please confirm your acceptance of this,quote by signing this document
Sigmiure Pr m Name Uato
Thank you for your business(
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 cavy 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.
5. 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. Reporting 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.
9. Availability 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. Regulatory 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. Comoliance 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 BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: Fire Department
Project Manager: David Catalinotto
Extension: 3309
Contractor Name: Altec Systems, Inc. dba Softfile
Contractor's Contact: Russ Nelson
Contact's Email: russn@softfile.com
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
DATE
Check/Initial
1
Project Manager
a. Email PINS Introductory Notice to Contractor
Click here to
b. Email contract (in Word) & attachments to City
enter a date.
Atty c/o Laraine.Gittens@cityofsanrafael.org
7/17/2020
2
City Attorney
a. Review, revise, and comment on draft agreement
7/24/2020
LG
and return to Project Manager
7/24/2020
LG (N/A)
b. Confirm insurance requirements, create Job on
Project Manager
PINS, send PINS insurance notice to contractor
3
Forward two(2)originals of final agreement to
Click here tc
Project Manager
contractor for their signature
enter a date.
4
When necessary, * contractor -signed agreement
❑X N/A
agendized for Council approval
*PSA > $20,000; or Purchase > $35,000; or
Or
Public Works Contract > $125,000
Date of Council approval
Click here to
enter a date
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
5
Project Manager
Forward signed original agreements to City
Attorney with printed copy of this routing form
,
6
City Attorney
Review and approve hard copy of signed agreement
7
City Attorney
Review and approve insurance in PINS and bonds
AXT
(for Public Works Contracts)
8
City Manager/ Mayor
City Clerk
Agreement executed by Council authorized official
9
Attest signatures, retains original agreement and
forwards
JL-q�'�
i�
copies to Project Manager