HomeMy WebLinkAboutMINUTES - 05082007 - C.60 B- L
TO: BOARD OF SUPERVISORS •�ti oma,
FROM: Tom Whittington
CIO,Department of Information Technology : - -
DATE: May 8, 2007 S rA `couK
SUBJECT: Data Entry Services C,
Specific Request(s)or Recommendations(s)&Background&Justification
1. RECOMMENDED ACTION:
APPROVE and AUTHORIZE the Chief Information Officer, or designee, to execute a contract with
Genesis Data, Inc in an amount not to exceed $250,000, to provide data entry services for the period of
July 1, 2007 through June 30, 2008.
11. FINANCIAL IMPACT:
Funds are budgeted for this contract. DoIT will recover this contracts cost through charges to County
departments and special districts.
III. REASON FOR RECOMMENDATION AND BACKGROUND:
DOIT had a large data entry section that provided services to most County departments. Over the last 10
years our data entry activities have decreased because of the installation of online interactive systems in most
departments making it possible for departments to perform much of their own data entry. DoIT reached a
point where it was no longer cost effective to maintain an in-house data entry section. The County has been
contracting with Genesis for data entry services since 1991.
IV. CONSEQUENCES OF NEGATIVE ACTION:
If the request is not approved Information Technology will not be able to provide a data entry-vendor for
various county departments.,
CONTINUED ON ATTACHMENT: SIGNATURE: LTJ
L---Recommendation of County Administrator
Recommendation of Board Committee
, Approve Other
Si natures :
Action of Bo n: OvApproved as Recommended Other
VOTE OF SUPERVISORS: I HEREBY CERTIFY THAT THIS IS A TRUE
AND CORRECT COPY OF AN ACTION TAKEN
Unanimous (Absent ) AND ENTERED ON THE MINUTES OF THE
Ayes: Noes: _ BOARD OF SUPERVISORS ON DATE SHOWN.
Absent:_ Abstain:_
Attested: 0
cc: (1) Department of Information Technology J n Cullen, erk of the Board of
o Supervisors and County Administrator
VBy. -_. � �r
DEPUTY
M382(10/88)
Contra Costa County PAYMENT PROVISIONS Number 33855
Standard Fon-n P-1 (Fee Basis Contracts-Long and Short Form)
Revised 2002
L ' Payment Amounts. Subiect to the Pavirierit Unit of this Contract and subject to the following Payment
Provisions,County will pay Contractor the following fee as full compensation for all services,work,expenses
or costs provided or fi-icul red by Contractor:
[Check one alternative only.]
F-1 a. $ monthly, or
Z b. $284.10 per unit, as defined in the Service Plan, or
0 c. $ after completion of all obligations and conditions herein.
F1 d. Other:
2. Payment Demands.Contractor shall submit written demands far payment on County Demand For D-15mi
the manner and form prescribed by County. Contractor shall submit said demands for payment no later than
30 days from the end of the month in which the contract services upon which such demand is based were
actually rendered. Upon approval of payment demands by the head of the County Department for which this
Contract is made, or his designee, County will make payments as specified in Paragraph 1. (Payment
Amounts) above.
3. Penalty for Late Submission. If County is unable to obtain reimbursement from the State of California as a
result of Contractor's failure to submit to County a timely demand for payment as specified in Paragraph 2.
(Payment Demands)above,County shall not pay Contractor for such services to the extent County's recovery
of funding is prejudiced by the delay even though such services were fully provided.
4. Right to Withhold. County has the night to withhold payment to Contractor when,in the opinion of County
expressed in writing to Contractor, (a) Contractor's performance, in whole or in part, either has not been
carried out or is insufficiently documented, (b) Contractor has neglected, failed or refused to furnish
information or to cooperate with any inspection, review or audit of its program, work or records, or (c)
Contractor has failed to sufficiently itemize or docuinent its demand(s) for payment-
5. Audit Exceptions. Contractor agrees to accept responsibility for receiving,replying to,and/or complying with
any audit exceptions by appropriate county, state or federal audit agencies resulting from its performance of
this Contract. Within 30 days of demand,Contractor shall pay County the full amount of County's obligation,
if any, to the state and/or federal govermnent resulting from any audit exceptions, to the extent such are
attributable to Contractor's failure to perforin properly any of its obligations under this Contract.
Initials:
Contractor County Dept.
Form P-1 (Page 1 of 1)
Contra Cogla County APPROVAIIS/ACKNOWLEDGMENT Number 33855
Standard Forin L,2 (Purchase of Services-Long Form)
Revised 2002
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED
COUNTY COUNSEL
By: By:
Designee Deputy
APPROVED: COUNTY ADMINISTRATOR
By:
Designee
ACKNOWLEDGMENT
STATE OF CALIFORNIA
ss.
COUNTY OF CONTRA COSTA
On before me,
insert name and title of the officer), personally appeared
_personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the withiii instrument and
acknowledged to me that he/she/they executed die same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the insti unient the person(s), or the entity upon behalf of which the person(s) acted,
executed the lstruinent.
WITNESS MY HAND AND OFFICIAL SEAL.
(Seal)
Signature
ACKNOWLEDGMENT(by Corporation,Partnership,or Individual)
(Civil Code§1189)
L-2 (Page 1 of 1)
Service Plan
Contractor will provide data entry services at their facilities for various Auditor Finance System
jobs.
1. Payment limit$250,000.00.
2. Expiration date June 30, 2008.
3. Rate is$284.10 per thousand (1,000) records (a "unit") and will be billed monthly based on the
- total volume of records processed each month. A record is a financial document generated by
the Auditor or a County department and then processed by the Auditor. Payment for record
counts of less than or more than 1000 will be based on a prorate of the per thousand record
cost.
4. Miscellaneous programming, faxing and email printing, estimated to not exceed $1,000.00 for
the contract period and as part of the payment limit amount,
Contractor County Dept.
Contra Costa Comity GENERAL CONDITIONS
Standard Form L,5 {Purchase of Services-Long Form)
Revised 2003
1. Compliance with Iaw. Contractor shall be subject to and comply with all applicable federal,state and local laws and
regulations with respect to its performance under this Contract, including but not limited to,licensing, employment and
purchasing practices; and wages, hours and conditions of employment,including nondiscrimination.
2. inspection. Contractor's performance, place of b usiriess and records pertairring to this Contract are subject to
monitoring,inspection,review and audit by authorized representatives of the Comity,the State of California,and the United
States Government.
3. Records. Contractor shall keep and make available forinspectionand copying by authorized representatives of the
Comity, the State of California, and the United States Government, the Contractor's regular business records mid such
additional records pertaining to this Contract as may be required by the County.
a. Retention of Records. Contractor shall retain all documents pertaining to this Contract for five years from the
date of submission of Contractor's fnial payment demand or fnial Cost Report;for any further period that is required
by law,and until all federal/state audits are complete and exceptions resolved for this contract's funding period. Upon
request, Contractor shall make these records available to authorized representatives of the County, the State of
California,and the United States Government
b. Access to Books and Records of Contractor, Subcontractor. Pursuant to Section 1861(v)(1) of the Social
Security Act, and any regulations promulgated thereunder, Contractor shall, upon written request mid until the
expiration of four years after the furnishing of services pursuant to this Contract, make available to the County, the
Secretary of Health and Human Services,or the Comptroller General,or any of their duly authorized representatives,
this Contract and books, documents, and records of Contractor necessary to certify the nature and extent of all costs
and charges herewider.
Furdier, if Contractor carries out any of the duties of this Contract through a subcontract with a value or cost of
$10,000 or more over a twelve-month period, such subcontract shall contain a clause to the effect that upon written
request and until the expiration of four years after the furnishing of services pursuant to such subcontract, the
subcontractor shall make available to the Comity, the Secretary, the Comptroller General, or any of their duly
authorized representatives,the subcontract mid books,documents,and records of the subcontractor necessary to verify
the nature and extent of all costs and charges thereunder.
This special condition is in addition to any mid all other terms regarding the maintenance or retention of records wider
this Contract mid is binding on the heirs, successors, assigns mid representatives of Contractor.
4. Reporting Requirements. Pursuant to Government Code Section 7550,Contractor shall include in all documents or
written reports completed and submitted to County in accordance with this Contract,a separate section listing the numbers
and dollar amounts of all contracts and subcontracts relating to the preparation of each such document or written report
This section shall apply only if the payment limit under this Contract exceeds $5,000.
5. Termination and Cancellation.
a. Written Notice. This Contract may be terminated by either party,in its sole discretion,upon thirty-day advance
written notice thereof to the other, mid may be cancelled immediately by written mutual consent.
L-5 (Page I of 6)
Contra Co.s6L County GENERAL CONDITIONS
Standard Form 1,5 (Purchase of Services-Long Form)
Revised 2003
b. Failure to Perform. County,upon written notice to Contractor,may immediately terminate this Contract should
Contractor fail to perform properly any of its obligations hereunder. In the event of such termination, County may
proceed with the work in any reasonable manner it chooses. The cost to County of completing Contractor's
performance shall be deducted from any sum due Contractor under this Contract,without prejudice to County's rights
to recover damages.
c. Cessation of Funding. Notwithstanding Paragraph 5.a.above,'in the event that federal,state,or other non-County
funding for d-iis Contract ceases,this Contract is terminated without notice.
6. Entire Aueement This Contract contains all the terms and conditions agreed upon by the parties. Except as
expressly provided herein,no other understanding,oral or otherwise,regarding the subject matter of this Contract shall be
deemed to exist or to bind any of the parties hereto.
7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures and budgets
required by this Contract,including but notlirmited to,monitoring,evaluating,auditing,billing,or regulatory changes,may be
developed and set forth in a written Informal Agreement between Contractor mid County. Informal Agreements shall be
designated as such and shall not be amendments to this Contract except to the extent that they further detail or clarify that
which is already required hereunder. Informal Agreements may not enlarge in m manner the scope of this Contract,
including any sums of money to be paid Contractor as provided herein. hiformal Agreements may be approved and signed
by the head of the county department for Nvl-.Lich this Contract is made or its designee.
8. Modifications and
a. General Amendments. This Contract may be modified or amended by a written document executed by
Contractor mid the Contra Costa County Board of Supervisors or,after Board approval,by its designee,subject to any
required state or federal approval,
b. Administrative Amendments. Subject to the Payment Limit,the Payment Provisions mid the Service Plan may be
amended by a written administrative amendment executed by Contract o*r mid ffie County Administrator(or designee),
subject to any required state or federal approval, provided that such administrative amendment may not materially
change the Payment Provisions or the Service Plan.
9. Disputes. Disagreements between County and Contractor concerning the meaning,requirements,or performance of
this Contract shall be subject to final written determination by the head of the county department for which this Contract is
made,or his designee,or m accordance with the applicable procedures (if any)required by the state or federal government.
10. Choice of law and Pcrsonal.Turisdiction.
a. This Contract is made in Contra Costa County mid shall be governed and construed in accordance with the laws
of the State of California.
b. Any action relating to this Contract shall be instituted mid prosecuted in the courts of Contra Costa County,State
of California.
L-5 (Page 2 of 6)
Initials:
Contractor County Dept.
Contra Costa County GENERAL CONDITIONS
Standard Form L,5 (Purchase of Services-Long Form)
Revised 2003
11. Conformance with Federal and State Regulations and Laws. Should federal or state regulations or laws touching upon
the subject of this Contract be adopted or revised during the term hereof,this Contract shall be deemed amended to assure
conformance with such federal or state requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disputes)of these General Conditions,inspections or approvals,or
statements by any officer, agent or employee of County indicating Contractor's performance or any part thereof complies
with the requirements of this Contract,or acceptance of the whole or any part of said performance,or payments therefor,or
any combination of these acts, shall not relieve Contractor's obligation to fulfill this Contract as prescribed; nor shall the
County be thereby estopped from bringing any action for damages or enforcement arising from any failure to comply with
any of the terms mid conditions of this Contract.
13. Subcontract and Assigurnent. This Contract binds the heirs, successors, assigns mid representatives of Contractor.
Prior written co'nsent of the County Administrator or his designee, subject to any required state or federal approval, is
required before the Contractor may enter into subcontracts for any work contemplated under this Contract,or before the
Contractor may assign this Contract or monies due or to become due,by operation of law or othenvise.
14. Independent Contractor Status. This Contract is by and between two independent contractors and is not intended to
and shall not be construed to create the relationship between the parties of agent, servant, employee, partnership,Joirit
venture or association.
15. 'Conflicts of Interest Contractor,its officers,partners,associates,agents,and employees,shall notmake,participate in
making,or in any way attempt to use the position afforded them by this Contract to influence any governmental decision in
which they know or have reason to lu-iow they have a fmancial interest under California Government Code Sections 87100,
et seq., or otherwise.
16. Confidentiality. Contractor agrees to comply and to require its officers,partners,associates,agents and employees to
comply with all applicable state or federal statutes or regulations respecting confidentiality,including but not limited to,the
identity of persons served under this Contract, their records, or services provided them, and assures that:
a. All applications and records colicenung any individual made or kept by Contractor or any public officer or agency
in connection with the administration of or relating to services provided under this Contract will be confidential,and
will not be open to examination for any purpose not directly connected with the administration of such service.
b. No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving
services,except as may be required in the administration of such service. Contractor agrees to inform all employees,
agents and partners of the above provisions, and that any person knowingly and intentionally disclosing such
information other than as authorized by law may be guilty of a misdemeanor.
17. NondisgfiMipgoa Services. Contractor agrees that all goods and services under this Contract shall be available to all
qualified persons regardless of age, sex, race, religion, color, national origin, ethnic background, disability, or sexual
orientation, and that none shall be used, in whole or in part,for religious worship or instruction.
18. Indemnification. Contractor shall defend,inderrinify,save,and hold harmless County and its officers.and employees
from any and all claims, costs and liability for any darnages, sickness, dead-i, or injury to person(s) or property, including.
without limitation all consequential damages,from any cause whatsoever arising directly or indirectly from or connected with
L,5 (Page 3 of 6)
Initials:
Contractor County Dept.
Contra CQsta County GENERAL CONDITIONS
S6wdard Form L-5 (Purchase of Services-Long Form)
Revised 2003
the operations or services of Contractor or its agents, servants, employees or subcontractors hereunder, save mid except
claims or litigation arising through the sole negligence or sole willful misconduct of County or its officers or employees.
Contractor will reimburse County for any expenditures,including reasonable attorneys'fees,County may make by reason of
the matters that are the subject of this indenuffication, mid,if requested by County,will defend any claims or litigation to
which this indemnification provision applies at the sole cost and expense of Contractor.
19. Insurance. During the entire term of d-iis Contract and any extension or modification thereof,Contractor shall keep in
effect insurance policies meetiig the following insurance requirements unless otherwise expressed in the Special Cofiditions:
a. Liability Insurance. For all contracts where the total payment limit of the contract is$500,000 or less,Contractor
shall provide comprehensive liability insurance, including coverage for owned and non-owned automobiles, with a
minimum combined single limit coverage of$500,000 for all damages,including consequential damages,due to bodily
injury, sickness or disease, or death to any person or damage to or destruction of property, including the loss of use
thereof, arising from each occurrence. Such insurance shall be endorsed to include County mid its officers and
employees as additional insureds as to all services performed by Contractor wider this agreement. Said policies shall
constitute primary insurance as to County,the state and federal governments,and their officers,agents,mid employees,
so that other insurance policies held by them or their self-insurance program(s) shall not be required to contribute to
any loss covered under Contractor's insurance policy or policies. For all contracts where the total payment limit is
above $500,000, the aforementioned insurance coverage to be provided by Contractor shall have a minimum
combined single'limit coverage of$1,000,000,and Contractor shall be required to provide County with a copy of the
endorsement making the County an additional insured on all general liability, worker's compensation, and, if
applicable,all professional liability insurance policies as required herein no later than the effective date of this Contract
b. Workers'Compensation. Contractor shall provide workers'compensation insurance coverage for its employees.
C. Certificate of Insurance. The Contractor shall provide the County with(a)certificate(s)of insurance evidencing
liability mid worker's compensation insurance as required herein no later than die effective date of this Contract If the
Contractor should renew the insurance pohcy(ics) or acquire either a new insurance policy(ies) or amend the coverage
afforded through an endorsement to the policy at any time during the term of this Contract, then Contractor shall
provide (a) current certificate(s) of insurance.
d. Additional Insurance Provisions. The insurance Policies provided by Contractor shall include a provision for
thirty (30) days written notice to County before cancellation or material change of die above specified coverage.
20. Notices. All notices provided for by this Contract shall be in writing and may be delivered by deposit in the United
States mail, postage prepaid. Notices to County shall be addressed to the head of the county department for which this
Contract is made. Notices to Contractor shall be addressed to the Coiitractor's address designated herein. The effective
date of notice shall be the date of deposit in the mails or of other delivery,except that the effective date of notice to County
shall be the date of receipt by the head of the county department for which this Contract is made.
21. Primacy of General Conditions. Except for Special Conditions which expressly supersede General Conditions,the
Special Conditions (if any) and Service Plan do not limit any term of the General Conditions.
L-5 (Page 4 of 6)
Initials:
Contractor County Dept.
Contra Costa County GFNFJUL CONDITIONS
Standard Form 1,5 {Purchase of Services-Long Form)
Revised 2003
22. Nonrenewal. Contractor understands and agrees that there isnorepresentation,implication,orunderstanding that the
services provided by Contractor under this Contract will be purchased by County under a new contract following expiration
or termination of this Contract, and waives all nights or claims to notice or hearing respecting any failure to continue
purchasing all or any such services from Contractor.
23. Possessory Interest If this Contract results in Contractor having possession of,claim or right to the possession of land
or improvements,but does notvest ownership of the land or improvements in the same person,or if this Contract results in
the placement of taxable improvements on tax exempt land (Revenue &Taxation Code Section 107), such interest or
improvements may represent a possessory interest subject to property tax,and Contractor may be subject to the payment of
property taxes levied on such interest: Contractor agrees that this provision complies with the notice requirements of
Revenue&Taxation Code Section 107.6,and waives all rights to further notice or to damages wider that or any comparable
statute.
24. No Third-Party Beneficiaries. Notwithstanding mutual recognition drat services wider this Contract may provide some
aid or assistance to members of die County's population, it is not the intention of either County or Contractor that such'
individuals occupy the position of intended third-party beneficiaries of the obligations assumed by either party to this
Contract.
25. Copyrights and Rights in Data. Contractor shall not publish or transfer any materials produced or resulting from
activities supported by this agreement without the express written consent of the County Administrator. If any material is
subject to copyright, County reserves the right to copyright, mid Contractor agrees not to copyright, such material. If the
material is copyrighted,County reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,and use
such materials,in whole or in part, and to authorize others to do so.
26. Endorsements. Contractor shall not in its capacity as a contractor with Contra Costa County publicly endorse or
oppose the use of any particular brand name or commercial product without the prior approval of the Board of Supervisors.
In its County contractor capacity, Contractor shall not,publicly attribute qualities or lack of qualities to a particular brand
name or commercial product in the absence of a well-established and widely accepted scientific basis for such claims or
without the prior approval of the Board of Supervisors. In its County contractor capacity,Contractor shall not participate or
appear in any commercially produced advertisements designed to promote a particular brand name or commercial product,
even if Contractor is not publicly endorsing a product, as long as the Contractor's presence iri the advertisement can
reasonably be interpreted as am endorsement of the product by or on behalf of Contra Costa County. Notwithstanding the
foregoing,Contractor may express its views on products to other contractors,the Board of Supervisors,County officers,or
others who may be authorized by the Board of Supervisors or by law to receive such views.
27. Required Audit (A) If Contractor is funded by$500,000 or more in federal grant funds in any fiscal year ending
after December 31, 2003 from any source, Contractor shall provide to County at Contractor's expense an audit
conforming to the requirements set forth hi the most current version of Office of Management mid Budget Circular A-
133. (B) If Contractor is funded by less than$500,000 in federal grant funds it any fiscal year ending after December
31, 2003 from any source, but such grant imposes specific audit requirements; Contractor shall provide to County air
audit conforming to diose requirements. (C) If Contractor is funded by less than $500,000 in federal grant funds Hil any
fiscal year ending after December 31, 2003 from any source, Contractor is exempt from federal audit requirements for
that year,however, Contractor's records must be available for and an audit may be required by, appropriate officials of
the federal awarding agency, the GeneralAccountingOffice (GAO), the pass-through entity and/or the County. If any
L,5 (Page 5 of 6)
Initials:
Contractor County Dept.
Contra Costa County GENERAL CONDITIONS
Stai'idard Form L-5 (Purchase of Services-Long Form)
Revised 2003
such audit is required, Contractor shall provide County with such audit. With respect to the audits specified hi (A), (B)
and (C) above, Contractor is solely responsible for arranging for the conduct of the audit, and for its cost. County may
withhold the estimated cost of the audit or 10 percent of the contract amount,whichever is larger, or the final payment,
from Contractor until County receives the audit from Contractor.
28. Authorization. Contractor, or the representative(s) signing this Contract on behalf of Contractor, represents and
warrants that it has full power and authority to enter into this Contract and perform the obligations herein.
L,5 (Page 6 of 6)
Initials:
Contractor County Dept.
Number: 33855
HIPAA BUSINESS ASSOCIATE ADDENDUM
Tothe extent, and as long as, required by the Health Insurance Portability and Accountability Act of 1996 and regulations
promulgated thereunder (hereinafter referred to as "I.-UPAA"), this IIlPAA Business Associate Addendum ("Addendum")
supplements and is made apart of the Contract identified as'Number 33855 (hereinafter referred to as"Agreement")by and
between a Covered Entity(Contra Costa County for its Health Services Department,hereinafter referred to as"County")and
Business Associate(the Contractor identified in the Agreement,hereinafter referred to as"Associate"), and is effective as of
April 14, 200 (the"Addendum Effective Date").
In consideration of the mutual promises below and the exchange of information pursuant to this Addendum,the parties agree as
follows:
I Definitions. As used hi this Addendum,the following terms have the following meanings:
a. Business Associate("Associate")means an individual or entity which provides services,arranges,performs or assists
in the perfon-nance of activities on behalf of the County and who uses or discloses PHI, pursuant to the FDPAA
Regulations including,but not limited to,45 CFR Section 160.103.
b. Covered Entity("County") shall mean Contra Costa County for its Health Services Department.
c. Data Aggregation shall have the meaning given to such term under the Privacy Rule including,but not limited to,45
CFR Section 164.501.
d. Designated Record Set shall have the meaning given to such term under the Privacy Rule including,but not limited
to, 45 CFR Section 164.501.
e. Electronic Media is:
(1) Electronic storage media including memory devices in computers (hard drives) and any
removable/transportable digital memory medium,such as magnetic tape or disk,optical disk,or digital memory
card; or
(2) Transmission media used to exchange information already in electronic storage media. Transmission media
include, for example, the Internet (wide-open), extranet (using internet technology to link a business with
information accessible only to collaborating parties), leased lines, dial-up lines, private networks, and the
physical movement of removable/transportable electronic storage media.
f. Electronic Protected Health Information(ePHI)is any health infonnation,including health care or health payment
information,which identifies,or could be used to identify the individual to whom it pertains and that is stored in or
transmitted by electronic media.
g. Health Care Operations shall have the meaning given to such term under the Privacy Rule including, but not
limited to,45 CFR Section 164.501.
h. Privacy Rule shall mean the Standards for Privacy of Individually Identifiable Health Information in 45 CFR Parts
160 and 164, as in effect or as amended.
L Protected Health Information ("PHI")means any information in any form or medium, including oral,paper,or
electronic:(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 the individual or with respect to which there is a reasonable basis to believe the information can
be used to identify the individual,and shall have the meaning given to such term under the Privacy Rule including,
but not limited to,45 CFR Section 164.501.
j. Protected Information shall mean PHI provided by County to Associate or created or received by Associate on
behalf of the County.
Initials:
Contractor County Dept.
Number: 33855
k. Required by Law shall have the same meaning given to such term under the Privacy Rule,including,but not limited
to,45 CFR 164.501.
1. Security Incident means the attempted or successful unauthorized access, use, disclosure, modification, or
destruction of information or interference with system operations in an information system.
in. Security Rule shall mean the standards for protecting the security of electronic Protected Health Information in 45
CFR Parts 160, 162, and 164, as in effect or as amended.
Terns used,but not otherwise defined,in this Addendum shall have the same meaning as those terms in the Privacy Rule.
2. Obligations of Associate.
a. Permitted Uses. Associate agrees not to use Protected Information except for the purpose of perforining Associate's
obligations under the Agreement and as permitted under the Agreement and this Addendum,or as Required by Law.
b. Permitted Disclosures. Associate agrees not to disclose Protected Information in any manner that would constitute a
violation of the Privacy Rule if disclosed by County,except that Associate may disclose Protected Information(i)in a
manner permitted pursuant to the Agreement and Addendum,(ii)for the proper management and administration of
Associate,(iii)as Required by Law,or(iv)for Data Aggregation purposes for the Health Care Operations of County.
To the extent that Associate discloses Protected Information to a third party,Associate must obtain,prior to making
any such disclosure (i) reasonable assurances from such third party that such'Protected Information will be held
confidential as provided pursuant to this Addendum and only disclosed as required by law or for the purposes for
which it was disclosed to such third party, and (ii) an agreement from such third party to immediately notify
Associate or any breaches of confidentiality of the Protected Information,to the extent it has.obtained knowledge of
such breach.
c. Appropriate Safeguards. Associate agrees to implement administrative,technical and physical safeguards that
reasonably and appropriately protect the confidentiality, integrity,and availability of Protected Information that it
creates, receives, maintains, or transmits on behalf of the covered entity as required by the Agreement or this
addendum.
d. Reporting of Improper Use or Disclosure. Associate shall.notify County in writing within five(5)working days of
its discovery of any security incident or any other use or disclosure of Protected Information not permitted by the
Agreement or this Addendum of which Associate or its officers,employees or agents become aware. Associate shall
take (i) prompt corrective action to cure any deficiencies and (ii) any action pertaining to such unauthorized
disclosure required by applicable laws and regulations.
e. Associate's Agents. Associate agrees to ensure that any agents, including subcontractors, to whom it provides
Protected Information,agree in writing to the same restrictions and conditions that apply to Associate with respect to
such Protected Information. Associate agrees to implement and maintain sanctions against agents and subcontractors
that violate such restrictions and shall mitigate the effects of any such violation.
f Access to Protected Information. Associate agrees to make Protected Information maintained by Associate or its
agents or subcontractors in Designated Record Sets available to County for inspection and copying within ten(10)
days of request by County to enable County to fulfill its obligations under the Privacy Rule,including,but not limited
to, 45 CFR Section 164.524.
g. Amendment of Protected Information. Within ten(10)days ofreceipt of a request from County for an amendment
of Protected Information or a record about an individual contained in a Designated Record Set,Associate or its agents
or subcontractors shall make such Protected Information available to County for amendment and incorporate any such
amendment to enable County to fulfill its obligations under the Privacy Rule, including,but not limited to,45 CFR
Section 164.526. If any individual requests an amendment of Protected Information directly from Associate or its
agents or subcontractors,Associate must notify County within five(5)calendar days of the request. Any denial of
amendment of Protected Information maintained by Associate or its agents or subcontractors will be the responsibility
of County.
Initials:
Contractor County Dept.
2
Number: 33 855
h. Availability and Accounting of Information. Within ten(10)calendar days of notice by County of a request for
an accounting of disclosure of Protected Information,Associate and its agents or subcontractors shall make available
to County the information required to provide an accounting of disclosures to enable County to fulfill its obligations
under the Privacy Rule including,but not limited to,45 CFR Section 164.528. As set forth in,and as limited by,45
CFR Section 164.528,Associate need not provide an accounting to County of disclosures:(i)to carry out treatment,
payment or health care operations,as set forth in 45 CFR Section 164.502;(ii)to individuals of PHI about them as set
forth in 45 CFR 164.502;(iii)to persons involved in the individual's care or other notification purposes as set forth in
45 CFR Section 164.510; (iv) for national security or intelligence purposes as set forth in 45 CFR Section
164.512(k)(2); or (v) to correctional institutions or law enforcement officials as set forth in 45 CFR Section
164.512(k)(5). Associate agrees to implement a process that allows for an accounting to be collected and maintained
by Associate and its agents or subcontractors for at least six (6) years prior to the request, but not before the
compliance date of the Privacy Rule. At a minimum,such information shall include:(i)the date of disclosure;(ii)the
name of the entity or person who received Protected Information and,if known,the address of the entity or person;
(iii)a brief description of Protected Information disclosed;and(iv)a brief statement of purpose of the disclosure that
reasonably informs the individual of the basis for the disclosure,or a copy of the individual's authorization,or a copy
of the written request for disclosure. In the event that the request for an accounting is delivered directly to Associate
or its agents or subcontractors, Associate shall within five (5) calendar days of a.request forward it to County in
writing. It will be County's responsibility to prepare and deliver such accounting requested. Associate shall not
disclose any Protected Information except as set forth in Section 2.b. of this Addendum.
i. Governmental Access to Records. Associate agrees to make its internal practices,books and records relating to the
use and disclosure of Protected Information available to the Secretary of the U.S.Department of Health and Human
Services(the"Secretary")for purposes of determining County's compliance with the Privacy Rule. Associate agrees
to provide to County a copy of any Protected Information that Associate provides to the Secretary concurrently with
providing such Protected Information to the Secretary.
j. Minimum Necessary. Associate (and its agents and subcontractors) shall only request, use and disclose the
minimum amount of Protected Information necessary to accomplish the purpose of the request,use or disclosure.
k. Data Ownership. Associate acknowledges that Associate has no ownership rights with respect to the Protected
Information.
1. Retention of Protected Information. Except as provided in Section 3.c. of this Addendum, Associate and its
subcontractors or agents shall retain all Protected Information throughout the term of the Agreement and shall
continue to maintain the infonnation required under Section 2.h.of this Addendum for a period of six(6)years after
termination of the agreement.
m. Associate's Insurance. In addition to any other insurance requirements specified in the Agreement,Associate shall,
at its sole cost and expense,insure its activities in connection with this Addendum. Associate shall obtain,keep in
force and maintain insurance or equivalent program(s)of self-insurance with appropriate limits, as determined by
County at its sole discretion,that shall cover losses that may arise from breach of this Addendum,breach of security,
or any unauthorized use or disclosure of Protected Information It should be expressly understood,however,that the
insurance required herein shall in no way limit the liability of Associate with respect to its activities in connection
with this Addendum.
n. Indemnification. Associate agrees to indemnify and hold harmless County,its officers,agents and employees from
and against any and all claims, liabilities, demands, damages, losses, costs and expenses, (including costs and
reasonable attorney fees)or claims for injury or damages that are caused by or result from the acts or omissions of
Associate, its officers, agents or employees with respect to the use and disclosure of Protected Information. This
section shall survive cancellation or termination of the Agreement.
o. Inspection of Records. Within ten(10)days of a written request by County,Associate agrees to make available to
County during normal business hours all records, books, agreements, policies and procedures relating to the use
and/or disclosure of Protected Information for purposes of enabling County to determine Associate's cornpliance with
Initials:
3
Contractor County Dept.
Number: 33855
the terms of this Addendum. County agrees to protect the confidentiality of confidential and proprietary information
on ation
of Associate to which County has access during the course of such inspection. The fact that County inspects,or fails
to inspect,or has the right to inspect,Associate's records,books,agreements,policies and procedures does not relieve
Associate of its obligations pursuant to this Addendum,nor does County's(i)failure to detect or(ii)detection,but
failure to notify Associate*or require Associate's remediation of any unsatisfactory practice,constitute acceptance of
such practice or a waiver of County's enforcement rights under this Addendum.
p. Certification. County and its authorized agents or contractors, may examine Associate's facilities, systems,
procedures and records as may be necessary to determine the extent to which Associate's security safeguards comply
with I-HPAA,the HIPAA Regulations and this Addendum.
q. Choice of Law and Personal Jurisdiction. This Addendum is made in Contra Costa County and shall be governed
and construed in accordance with the laws of the State of California. Any action relating to this Addendum shall be
instituted and prosecuted in the courts of Contra Costa County, State of California.
r. Entire Agreement. The Agreement,including this Addendum,contains all the terms and conditions agreed upon by
the parties. Except as expressly provided herein,no other understanding, oral or otherwise, regarding the subject
matter of the Agreement, including this Addendum,shall be deemed to exist or to bind any of the parties hereto.
3. Termination.
a. Material Breach. A breach by Associate of any material provision of this Addendum, as determined by County,
shall constitute a material breach of the Agreement,and shall provide grounds for termination of the Agreement by
County pursuant to General Conditions Paragraph 5 (Termination)of the Agreement.
b. Reasonable Steps to Cure Breach. If County knows of a pattern of activity or practice of Associate that constitutes
a material breach or violation of the Associate's obligations under the provisions of this Addendum or another
arrangement and does not terminate the Agreement pursuant to Section 3a,then County will provide Associate an
opportunity to cure such breach or end such violation,as applicable. If Associate's efforts to cure such breach or end
such violation are unsuccessful,County shall either(i)terminate the Agreement,if feasible or(ii)ifterinination of the
Agreement is not feasible,County will report Associate's breach or violation to the Secretary of the Department of
Health and Human Services.
c. Effect of Ter-mination. Upon tennination of the Agreement for any reason,Associate shall return or,at the option of
County,destroy all Protected Information that Associate or its agents or subcontractors still maintain in any form,and
shall retain no copies of such Protected Information. If return or destruction is not feasible,Associate shall continue
to extend the protections of Sections 2a.,2b.,2c.,and 2d.of this Addendum to such information and limit further use
of such Protected Information to those purposes that make the return or destruction of such Protected Information
infeasible. If Associate destroys the Protected Information, Associate shall certify in writing to County that such
Protected Information has been destroyed.
4. Disclaimer. County makes no warranty or representation that compliance by Associate with this Addendum,HIPAA or
the HWAA Regulations will be adequate or satisfactory for Associate's own purposes. Associate is solely responsible for
all decisions made by Associate regarding the safeguarding of PHI.
5. Changes to the Addendum.
a. 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 Addendum may be required to ensure compliance with such
developments. The parties 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 PIR.
Initials:
Contractor County Dept.
4
Number: 33855
b. Negotiations. In the event that a state or federal law,statute,or regulation materially affects the Agreement or this
Addendum,the parties agree to negotiate immediately in good faith any necessary or appropriate revisions to the
Agreement or this Addendum. If the parties are unable to reach an agreement concerning such revisions within the
earlier of thirty(30)calendar days after the date of notice seeking negotiations or the effective date of a change in law
or regulations, or if the change is effective immediately, then County may, in its sole discretion, irm-nediately
terminate the Agreement upon written notice to Associate.
6. Miscellaneous Provisions.
a. Assistance in Litigation or Administrative Proceedings. Associate shall make itself, and any subcontractors,
employees or agent assisting Associate in the performance of its obligations under the Agreement, available to
County, at no cost to County, to testify as witnesses or otherwise, in the event of litigation or administrative
proceedings against County, its officers or employees based upon a claimed violation of HIPAA, the HIPAA
Regulations or other laws relating to security and privacy and arising out of the Agreement or this Addendum.
b. No Third Party Beneficiaries. Nothing express or implied in this Addendum is intended to confer, nor shall
anything herein confer,upon any person other than County,Associate and their respective successors or assigns,any
rights,remedies, obligations or liabilities whatsoever.
c. Effect on Agreement. Except as specifically required to implement the purposes of this Addendum,or to the extent
inconsistent with this Addendum, all other terms of the Agreement shall remain in full force and effect.
d. Interpretation. The provision of this Addendum shall prevail over any provisions in the Agreement that may
conflict or appear inconsistent with any provision of this Addendum. This Addendum and the Agreement shall be
interpreted as broadly as necessary to implement and comply with HIPAA and the Privacy Rule. The parties agree
that any ambiguity in this Addendum shall be.resolved in favor of a meaning that complies and is consistent with
HIPAA and the Privacy Rule.
e. Notice to Secretary. If County knows of a pattern of activity or practice of Associate that constitutes a material
breach or violation of Associate's obligations under this Addendum, if the breach or violation continues, and if
termination of the Agreement is not feasible,County is required by the HIPAA regulations to report the problem to
the Secretary of Health and Human Services.
f. Survival. The obligations of Associate under Section 3.c.(Effect of Termination)of this Addendum shall survive
the termination of the Agreement.
IN WITNESS WHEREOF,the par-ties hereto have duly executed this Addendum as of the Addendum Effective Date.
Contra Costa County Associate
Department of Information Technology Genesis Data Inc.
By: By
Title: Title:
Date: Date:
[Form Approved by County Counsel]
(Revised 09(2005)
5
DATE: April i 2007 CONTRA COSTA COUNTY
RECEIVED
ATTN: Barbara Riveira APR 1 n 2007
OFFICE OF
COUNTY ADMINISTRATOR
FROM: Joanne Buenger (3-1202)
Attached is the Board Order and Greenie f or
Genesis Data Inc. - data entry services used by
the Auditor/Controller office.
Thanks
Genesis Letter to CAO April 2007
Contra Costa Comity STANDARD CONTRACT- Number »8>j
Standard Fenn L-1- (Purchase of Services -Long Form)- -
Revised 2002
9. Leeal Authority. This Contract is entered into under and subject to the following legal authorities:
i
Government Code Section 31000
I
10. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA CALIFORNIA
I
i
I
BOARD OF SUPE IS S ATTEST: Clerk of the Board of Supervisors
L U ( I
By By
Chairman Desi Deputy `
I
i
V
CONTRACTOR f
I
I
Name of business entity TBy
ame of business entity
By
(Signature of individual or officer)
(Pri � „ ., _., (Print name and title B, if applicable)
�a t
. e - x retract must be signed by two officers. Signature A must be that of the
Note to C � V 1
:m etary or assistant secretary(Civil Code Section 1190 and Corporations
president
Code Sect th on Form L2.
�iF-
's -��
L-1 (Page -2 of 2)
Contra Costa County-" STANDARD CONTRACT Nurnb(�r 33535
Standard Form 1A (T'urchase of Services -Long Form) -
Revised 20.02
9. Leval Authority. This Contract is entered into under and subject to the following legal authorities:
I
Government Code Section 31000
I
10. Signatures. These signatures attest the parties'agreement hereto:
I
COUNTY OF CONTRA COSTA CALIFORNIA
i
I
BOARD OF SUPERVISORS ATTEST: Clerk of the Board of Supervisors
I
I
By By
Chairman/Designee Deputy
i
CONTRACTOR
Name of business entity Name of business entity
By
(Signature of individual or officer) By
(Print name and title A, if applicable) j
(Print name and title B, if applicable)
Note to Contractor: For Corporations(profit or nonprofit),the contract must be signed by two officers. Signature A must be that of the
president or vice-president and Signature B must be that of the secretary or assistant secretary(Civil Code Section 1190 and Corporations
Code Section 313). All signatures must be acknowledged as set forth on Form 1,2.
L-1 (Page 2 of 2)
•Contra Costa County STANDARD CONTRACT Number 33855
Standard Form L-1 (Purchase of Services -Long Form) Fund/Org# 1060
Revised 2002 Account# 2310
Other #
1. Contract Identification.
Department: CAO/Department of Information Technology
Subject: Data Entry Services
2. Parties. The County of Contra Costa, California(County),for its Department named above,and the following
named Contractor mutually agree and promise as follows:
Contractor: Genesis Data, Inc.
Capacity: Corporation
Address: 433.Callan Avenue, Suite 101, San Leandro, CA 94577-4641
3. Term. The effective date of this Contract is July 1, 2007. It terminates on June 30, 2008 unless sooner
terminated as provided herein.
4. Payment Limit. County's total payments to Contractor under this Contract shall not exceed
$ 250,000.00.
5. County's Obligations. County shall make to the Contractor those payments described in the Payment
Provisions attached hereto which are incorporated herein by reference,subject to all the terms and conditions
contained or incorporated herein.
6. Contractor's Obliyations. Contractor shall provide those services and carry out that work described in the
Service Plan attached hereto which is incorporated herein by reference,subject to all the terms and conditions
contained or incorporated herein.
7. General and Special Conditions. This Contract is subject to the General Conditions and Special Conditions
(if any) attached hereto, which are incorporated herein by reference.
8. Proiect. This Contract implements in whole or in part the following described Project, the application and
approval documents of which are incorporated herein by reference:
Not applicable
L-1 (Page 1 of 2)
Contra Costa,County STANDARD CONTRACT Number 33855
Standard Form L-1 (Purchase of Services-Long Form)
Revised 2002
9. Legal Authority. This Contract is entered into under and subject to the following legal authorities:
Government Code Section 31000
10. Signatures. These signatures attest the parties' agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA
BOARD OF SUPERVISORS ATTEST: Clerk of the Board of Supervisors
By By
Chairman/Designee Deputy
CONTRACTOR
Name of business entity Name of business entity
By
(Signature of individual or officer) By Isigiratuic of individuai or officer)
(Print name and title A, if applicable)
(Print name and title B, if applicable)
Note to Contractor: For Corporations(profit or nonprofit),d-ie contract must be signed by two officers. Signature A must be that of the
president or vice-president and Signature B must be that of d-le secretary or assistant secretary(Civil Code Section 1190 and Corporations
Code Section 313). All signatures must be acknowledged as set forth on Forrn.1,2.
L-1 (Page 2 of 2)