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FD 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