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HomeMy WebLinkAboutContracts & Agreements_135-2019INDEPENDENT CONTRACTOR AGREEMENT FOR SPECIAL SERVICES Technical and Operational Services This agreement ("Agreement") is by and between the Consolidated Fire Agencies ("CONFIRE") and the City of Redlands ("Contractor") (together, they are referred to as "Parties," and individually, as a "Party") AGREEMENT I. EXHIBITS This Agreement has multiple Exhibits Any Exhibit that is specified in this Agreement is by this reference made a part of it Exhibits include • Exhibit A Scope of Services • Exhibit B Compensation • Exhibit C General Terms and Conditions • Exhibit D Insurance 2 EFFECTIVE DATE AND TERM a This Agreement is effective on July 17, 2019 ("Effective Date") b Unless terminated or otherwise cancelled in accordance with a provision of this Agreement, the term of this Agreement shall be (1) from the Effective Date to (ii) January 17, 2020 c Prior to January 3, 2020, the Parties may, by mutual written agreement, extend the tenn of this Agreement to conclude on July 17, 2020 3. INDEPENDENT CONTRACTOR Contractor, in the performance of this Agreement, is and shall act as an independent contractor Contractor understands and agrees that Contractor and all of Contractor's employees shall not be considered officers, employees, agents, partner, or joint venture of CONFIRE, and are not entitled to benefits of any kind or nature normally provided employees of CONFIRE and/or to which CONFIRE's employees are normally entitled, including, but not limited to, State Unemployment Compensation or Worker's Compensation Contractor shall assume full responsibility for payment of all federal, state and local taxes or contributions, including unemployment insurance, social security and income taxes with respect to Contractor's employees 4 SCOPE OF SERVICES Contractor shall furnish to CONFIRE the services described in Exhibit A ("Services") 00117885 15 Page 1 of 15 L lca\djm\Agreements\CONFIRE Independent Contractor Agreement.docx.in 5 COMPENSATION Contractor shall receive payment, for Services satisfactorily rendered pursuant to this Agreement, as specified in Exhibit B ("Compensation") 6. GENERAL TERMS AND CONDITIONS The General Terms and Conditions are set forth in Exhibit C 7 INSURANCE Exhibit D, entitled Insurance, is attached and incorporated by reference 8 HIPPA BUSINESS ASSOCIATE AGREEMENT The "Business Associate Agreement" is set forth in Exhibit E 9 NOTICE Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (u) five (5) days after deposit in first class registered mail, with return receipt requested, (in) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section To CONFIRE Consolidated Fire Agencies 1743 Miro Way Rialto, CA 92376 ATTN Mike Bell, Communications Director To Contractor Fire Department, City of Redlands 35 Cajon St Suite 12 Redlands, CA, 92373 ATTN Nathan Cooke, Fire Chief [continued on next page] 00117885 15 Page 2 of 15 L Ica\dym\Agreements\CONFIRE Independent Contractor Agreeinent.docx.in 10. LIMITATION OF LIABILITY Notwithstanding any other provision of this Agreement, in no event shall CONFIRE be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with this Agreement for the services performed in connection with this Agreement The Parties have executed this Agreement on the dates indicated below CONSOLIDATEDFIREAGENCIES Date r G 7 , 201f Date 7 i± 0 By .er By.C—>T2-<_.A.-P, , Pnnt Name A6 ( Print Name Paul W. Foster Its 0 i CATAA-- Its Mayor CITY OF REDLANDS ATTEST 00117885 15 Page 3 of 15 L•1caldjmlAgreements\CONFIRE Independent Contractor Agreement.docxin Donaldson, City Clerk EXHIBIT A TO AGREEMENT FOR SERVICES SCOPE OF SERVICES Contractor, as a member agency of CONFIRE and a beneficiary of the services provided by CONFIRE to the Fire Department of Contractor (the "Department") and the persons within the Department's jurisdiction, has a vested interest in assisting CONFIRE with the completion of various technical and operational initiatives To assist CONFIRE in achieving those various technical and operational initiatives, the Department will temporarily assign a member of its Department to perform forty (40) hours per week of technical and operational services for CONFIRE as directed by CONFIRE (the "Services") The Services include, by way of illustration and not by limitation, the following • Completion of implementation of Tablet Command software; • Configuration of Firstwatch F 0 A M module, • Configuration of Firstwatch First Pass module, • Completion of Deccan Live MUM software, • Enhancement of Image Trends ePCR reporting program, • Assistance with development of Arc GIS Online capability, • Assistance with development of document sharing portal The Services shall be performed by the following employee of the Contractor serving in the Department, or by another employee of Contractor serving in the Department with the prior written consent of CONFIRE Fire Captain Mike McMath (the "Key Personnel") Contractor shall not remove the Key Personnel from the Services without the prior written consent of CONFIRE, which shall not be unreasonably withheld CONFIRE will provide workspace and/or the technical capability to work on-site or remotely on assigned projects The Key Personnel shall have no supervision responsibilities within the CONFIRE organization and shall report to the CONFIRE Information Services Manager for assignments and progress reports The Key Personnel shall be solely dedicated to CONFIRE during the regular work -week (40 hours), except that in a bona fide emergency, the Key Personnel may be withdrawn by Contractor to address such emergency, provide that CONFIRE shall be provided with a credit against the Compensation otherwise due under this Agreement in the following amount Seventy-seven dollars ($77 00) per hour the Key Personnel is removed from the service to CONFIRE, representing the pro rata hourly rate for the Compensation set forth in Exhibit B The Key Personnel shall, in performing the Services, operate a vehicle issued by CONFIRE CONFIRE shall name Contractor and the Key Personnel as additional insureds under its existing insurance for such vehicles 00117885 15 Page 4 of 15 L lcaldjmlAgreements\CONFIR.E Independent Contractor Agreement.docx.in EXHIBIT B TO AGREEMENT FOR SERVICES COMPENSATION A. Compensation Gross not to exceed the sum of One Hundred Seventy -Eight Thousand Dollars ($178,000 00), to be computed at the rate of Fourteen Thousand Eight Hundred Thirty - Three Dollars and Thirty -Three Cents ($14,833 33) per month, provided, however, that in recognition of Contractor's status as a member agency and beneficiary of CONFIRE, this sum shall be reduced by a credit to CONFIRE of 9 85%, representing the current percentage of CONFIRE's call volume attributable to Contractor and contribution to CONFIRE's overall budget, which yields net Compensation as follows One Hundred Sixty Thousand Four Hundred Sixty -Seven Dollars ($160,467 00) to be computed at the rate of Thirteen Thousand Three Hundred Seventy -Two Dollars ($13,372 00) per month B Payment Payment shall be made (for all undisputed amounts) within thirty (30) calendar days after Contractor submits an invoice to CONFJ E for Services actually completed Contractor will include a copy of employee's time sheet with the invoice 00117885 15 Page 5 of 15 L 1ca\djm\Agreements\CONFIRE Independent Contractor Agreement.docx jn EXHIBIT C TO AGREEMENT FOR SERVICES GENERAL TERMS AND CONDITIONS 1. STANDARD OF CARE. Contractor's Services will be performed, findings obtained, reports and recommendations prepared in accordance with generally and currently accepted principles and practices of his/her profession 2. ORIGINALITY OF SERVICES. Contractor agrees that all technologies, formulae, procedures, processes, methods, writings, ideas, dialogue, compositions recordings, teleplays and video productions prepared for, written for, or submitted to CONFIRE and/or used in connection with this Agreement, shall be wholly original to Contractor and shall not be copied in whole or in part from any other source, except those submitted to Contractor by CONFIRE as a basis for such services 3 PRODUCT Contractor understands and agrees that all matters produced under this Agreement shall become the property of CONFIRE and cannot be used without CONFIRE's express written permission CONFIRE shall have all right, title and interest in said matters, including the right to secure and maintain the copyright, trademark and/or patent of said matter in the name of CONFIRE Contractor consents to use of Contractor's name in conjunction with the sale, use, performance and distnbution of the matters, for any purpose and in any medium 4 TERMINATION a Without Cause by CONFIRE CONFIRE may, at any time, with or without reason, terminate this Agreement and compensate Contractor only for services satisfactorily rendered to the date of termination Written notice by CONFIRE shall be sufficient to stop further performance of services by Contractor Notice shall be deemed given when received by Contractor or no later than three (3) days after the day of mailing whichever is sooner b Without Cause by Contractor. Contractor may terminate this Agreement at any time without cause upon thirty (30) days prior written notice to CONFIRE c With Cause by CONFIRE CONFIRE may terminate this Agreement upon giving written notice of intent to terminate for cause Cause shall include (1) material violation of this Agreement by Contractor, or (2) any act by Contractor exposing CONFIRE to liability to others for personal injury or property damage or (3) Contractor is adjudged bankrupt, Contractor makes a general assignment for the benefit 0011788515 Page 6 of 15 L lca\d]m\Agreements\CONFIRE Independent Contractor Agreement.docx.jn d e of creditors, or a receiver is appointed on account of Contractor's insolvency Written notice by CONFIRE shall contain the reasons for such intent to terminate and unless within three (3) calendar days after that notice the condition or violation shall cease, or satisfactory arrangements for the correction thereof be made, this Agreement shall upon the expiration of the three (3) calendar days cease and terminate In the event of this termination, CONFIRE may secure the required services from another Contractor If the expense, fees, and/or costs to CONFIRE exceeds the cost of providing the service pursuant to this Agreement, Contractor shall immediately pay the excess expense, fees, and/or costs to CONFIRE upon the receipt of CONFIRE s notice of these expense, fees, and/or costs The foregoing provisions are in addition to and not a hnutation of any other rights or remedies available to CONFIRE With Cause by Contractor Contractor may terminate this Agreement upon giving written notice of intention to terminate for cause Cause shall include (1) material violation of this Agreement by CONFIRE, or (2) any act by CONFIRE exposing Contractor to liability to others for personal injury or property damage, or (3) CONFIRE is adjudged bankrupt, CONFIRE makes a general assignment for the benefit of creditors or a receiver is appointed on account of Contractor's insolvency Written notice by Contractor shall contain the reasons for such intention to terminate and unless within thirty (30) calendar days after that notice the condition or violation shall cease, or satisfactory arrangements for the correction thereof be made, this Agreement shall upon the expiration of the thirty (30) calendar days cease and terminate The foregoing provisions are in addition to and not a liinitation of any other rights or remedies available to Contractor Upon termination, Contractor shall provide CONFIRE with all documents produced maintained or collected by Contractor pursuant to this Agreement, whether or not such documents are final or draft documents 5. INDEMNIFICATION/ DEFENSE /HOLD HARMLESS a Generally To the furthest extent permitted by California law, Contractor shall indemnify, defend and hold free and harmless the Indemnified Parties from any Claim to the extent that the Claim (1) arises out of, pertains to, or relates to the negligent errors or omissions (active or passive, ordinary or gross), recklessness (ordinary or gross), or willful misconduct of Contractor, its officials, officers, employees, contractors, subcontractors, consultants, or subconsultants, or (2) arises out of, pertains to, or relates to the breach of this Agreement by Contractor or its officials, officers, employees, contractors, subcontractors, consultants, or subconsultants b Indemnified Parties, Defined. The "Indemnified Parties" are CONFIRE, its officers, consultants, employees, and trustees c Claim, Defined A "Claim" consists of actions, assessments, counts, citations, claims, costs, damages, demands, judgments, liabilities (legal, administrative or otherwise), losses, notices, expenses, fines, penalties, proceedings, responsibilities, violations, reasonable attorney's and consultants' fees and causes of action to property or persons, including personal injury and/or death, except that (1) If the Contract is a contract for design professional services under Civ Code § 2782 8, a "Claim" shall be limited to those that anse out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, and (2) If the Contract is a construction contract with a public agency under Civ Code, § 2782, a `Claim' shall exclude any loss to the extent that such loss arises from the active negligence, sole negligence, or willful misconduct of the Indemnified Parties or defects in design furnished by those persons 6. INSURANCE. Contractor shall procure and maintain at all times it performs any portion of the Services the insurances specified in Exhibit D to the Agreement 7. CONFIDENTIALITY Contractor and Contractor's agents, personnel, employee(s), and/or subcontractor(s) shall maintain the confidentiality of all information received in the course of performing the Services ("Confidential Information"), and shall not disclose Confidential Information, including information derrvcd from Confidential Information, to any person not a party to this Agreement without the express prior written consent of CONFIRE, except as required by law or as necessary for Contractor's agents, personnel, employee(s), and/or subcontractor(s) to perform the Services If Contractor or any of Contractor's agents, personnel, employee(s), and/or subcontractor(s) is served with any subpoena, court order, or other legal process seeking disclosure of any Confidential Information, both Contractor and the person served shall each promptly send to CONFIRE notice(s) of the legal process, but in no event shall do so any later than forty-eight (48) hours or such shorter time frame as necessary so that CONFIRE may exercise any applicable legal rights and remedies Contractor shall require its agents, personnel, employee(s), and/or subcontractor(s), as a condition of their retention, appointment, employment, or contract, to agree to comply with the provisions of this Section, and shall not permit its agents, personnel, employee(s), and/or subcontractor(s) access to Confidential Information in the absence of such agreement being effective The obligations imposed in this Section shall survive the termination of this Agreement 8 CONFLICT OF INTEREST Through its execution of this Agreement, Contractor acknowledges that it is familiar with the provisions of Gov Code, § 1090 et seq and Chapter 7 of the Political Reform Act of 1974 (Gov Code, § 87100 et seq ), and certifies that, to the best of its knowledge, it does not know of any facts that constitute a violation of those provisions In the event Contractor receives any information subsequent to execution of this Agreement that might constitute a violation of these provisions, Contractor agrees it shall immediately notify CONFIRE of this information 9 APPROVAL OF LEGISLATIVE BODY This Agreement shall not be binding upon CONFIRE until CONFIRE's Governing Board has approved all the terms and conditions contained herein 10 DISPUTES In the event of a dispute between the parties as to performance of Services, Agreement interpretation, or payment, the Parties shall attempt to resolve the dispute by negotiation and/or mediation, if agreed to by the Parties 11 COMPLIANCE WITH LAWS Contractor shall observe and comply with all rules and regulations of the governing board of CONFIRE and all federal, state, and local laws, ordinances and regulations Contractor shall give all notices required by any law, ordinance, rule and regulation bearing on conduct of the Services as indicated or specified If Contractor observes that any of the Services required by this Agreement is at variance with any such laws, ordinance, rules or regulations, Contractor shall notify CONFIRE, in writing, and, at the sole option of CONFIRE, any necessary changes to the scope of the Services shall be made and this Agreement shall be appropriately amended 0011788515 Page 7 of 15 L Icaldjm\Agreements\CONFIRE Independent Contractor Agreement.docx.jn in writing, or this Agreement shall be terminated effective upon Contractor's receipt of a written termination notice from CONFIRE If Contractor performs any work that is in violation of any laws, ordinances, rules or regulations, without first notifying CONFIRE of the violation, Contractor shall bear all costs arising therefrom 12. PERMITS/LICENSES. Contractor and all Contractor's employees or agents shall secure and maintain in force all permits and licenses that are required by law in connection with the furnishing of Services pursuant to this Agreement 13 SAFETY AND SECURITY. Contractor is responsible for maintaining safety in the performance of this Agreement Contractor shall be responsible to ascertain from CONFIRE the rules and regulations pertaining to safety, security, and driving on school grounds, particularly when children are present 14 ANTI -DISCRIMINATION It is the policy of CONFIRE that m connection with all work performed under contracts there be no disenmination against any employee engaged in the work because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, or any other class or status protected by applicable law, and therefore Contractor agrees to comply with applicable Federal and California laws including, but not limited to the California Fair Employment and Housing Act beginning with Government Code Section 12900 and Labor Code Section 1735 In addition, Contractor agrees to require like compliance by all its subcontractor(s) 15 AUDIT Contractor shall establish and maintain books, records, and systems of account, in accordance with generally accepted accounting principles, reflecting all business operations of Contractor transacted under this Agreement Contractor shall retain these books, records, and systems of account during the Term of this Agreement and for three (3) years thereafter Contractor shall permit CONFIRE, its agent, other representatives, or an independent auditor to audit, examine, and make excerpts, copies, and transcripts from all books and records and to make audit(s) of all billing statements, invoices, records, and other data related to the Services covered by this Agreement Audit(s) may be performed at any time, provided that CONFIRE shall give reasonable prior notice to Contractor and shall conduct audit(s) during Contractor's normal business hours, unless Contractor otherwise consents 16 EVALUATION OF CONTRACTOR AND SUBORDINATES CONFIRE may evaluate Contractor in any manner which is permissible under the law CONFIRE's evaluation may include, without limitation a Requesting that CONFIRE's employee(s) evaluate Contractor and Contractor's employees and subcontractors and each of their performance b Announced and unannounced observance of Contractor, Contractor's employee(s), and/or subcontractor(s) 17 TIME IS OF THE ESSENCE Time is of the essence in the performance of Services and the timing requirements agreed upon by the Parties, if any, shall be strictly adhered to unless otherwise modified m writing in accordance with Section 25 of this Agreement Contractor shall commence performance and shall complete all required Services no later than the dates agreed upon by the Parties Any Services for which times for performance are not specified shall be commenced and completed by Contractor in a reasonably prompt and timely manner based upon the circumstances and direction communicated to Contractor by CONFIRE 18 PROVISIONS REQUIRED BY LAW DEEMED INSERTED Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted and this Agreement shall be read and enforced as though it were included If through mistake or otherwise, any provision is not inserted or is not correctly inserted, then upon application of either Party, the Agreement shall be amended to make the insertion or correction All references to statutes and regulations shall include all amendments, replacements, and enactments in the subject which are in effect as of the date of this Agreement, and any later changes which do not materially and substantially alter the positions of the Parties 19 ASSIGNMENT AND SUCCESSORS. Neither CONFIRE nor Contractor shall, without the prior written consent of the other Party, assign the benefit or in any way transfer their respective obligations under this Agreement This Agreement shall inure to the benefit of and be binding upon the Parties hereto and, except as otherwise provided herein, upon their executors administrators successors, and assigns 20. SEVERABILITY In the event that any provision of this Agreement shall be construed to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof, but such illegal or invalid provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein, unless to do so would frustrate the intent and purpose of this Agreement 21 FORCE MAJEURE. No Party shall be liable to any other Party for any loss or damage of any kind 00117885 15 Page 8 of 15 L lealdim\Agreements\CONFIRE Independent Contractor Agreement.docx �n or for any default or delay in the performance of its obligations under this Agreement (except for payment obligations) if and to the extent that the same is caused, directly or indirectly, by fire, flood, earthquake, elements of nature, epidemics, pandemics, quarantines, acts of God, acts of war, terrorism, civil unrest or political, religious, civil or economic strife or any other cause beyond a Party's reasonable control 22. VENUE/GOVERNING LAWS. This Agreement shall be governed by the laws of the State of California and venue shall be in the County and/or federal judicial district in which CONFIRE's principal administrative office is located 23. ATTORNEY'S FEES. If suit is brought by either Party to enforce any of the terms of this Agreement, each Party shall bear its own attorney s fees and costs 24. EXHIBITS. All Exhibits referred to in this Agreement are incorporated in this Agreement and made a part of this Agreement as if fully set forth herein 25. ENTIRE AGREEMENT. This Agreement represents the entire agreement between CONFIRE and Contractor and supersedes all prior negotiations, representations or agreements, either written or oral This Agreement may be amended or modified only by an agreement in writing, signed by both CONFIRE and Contractor 26 MODIFICATION This Agreement may be amended at any time by the written agreement of CONFIRE and Contractor 27 WAIVER Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement 28 AUTHORITY The individual executing this Agreement on behalf of Contractor warrants that he/she is authorized to execute the Agreement on behalf of Contractor and that Contractor will be bound by the terms and conditions contained herein 29 HEADINGS AND CONSTRUCTION Headings at the beginning of each paragraph and subparagraph are solely for the convenience of the Parties and are not a part of the Agreement Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa This Agreement shall not be construed as if it had been prepared by one of the Parties, but rather as if both Parties had prepared the same Unless otherwise indicated, all references to paragraphs, sections, subparagraphs, and subsections are to this Agreement 30 COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, when signed by all of the Parties hereto, shall constitute 00117885 15 Page 9 of 15 L Icaldjm\Agreements\CONFI.RE Independent Contractor Agreement.docx.jn one and the same instrument A facsimile or electronic signature shall be as valid as an original EXHIBIT D TO AGREEMENT FOR SERVICES INSURANCE 1 Contractor shall procure and maintain at all times it performs any portion of the Services the following insurances with rnimmum limits equal to the amounts indicated below 1 1 Commercial General Liability and Automobile Liability Insurance Commercial General Liability Insurance and Any Auto Automobile Liability Insurance that shall protect Contractor, CONFIRE, and the State from all claims of bodily injury, property damage, personal injury, death, advertising injury, and medical payments arising performing any portion of the Services (Form CG 0001 and CA 0001) 12 Workers' Compensation and Employers' Liability Insurance Workers' Compensation Insurance and Employers' Liability Insurance for all of its employees performing any portion of the Services In accordance with provisions of Section 3700 of the California Labor Code, Contractor shall be required to secure workers' compensation coverage for its employees If any class of employee or employees engaged in performing any portion of the Services under this Agreement are not protected under the Workers' Compensation Statute, adequate insurance coverage for the protection of any employee(s) not otherwise protected must be obtained before any of those employee(s) commence performing any portion of the Services Contractor shall sign and file with CONFIRE the following certification prior to performing the work of the contract I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract " 1 3 Professional Liability (Errors and Omissions) Professional Liability (Errors and Omissions) Insurance as appropriate to Contractor's profession Type of Coverage Minimum Coverage Commercial General Liability Insurance, including Bodily Injury, Personal Injury, Property Damage, Advertising Injury, and Medical Payments Each Occurrence $1,000,000 General Aggregate $1,000,000 Automobile Liability Insurance - Any Auto Each Occurrence $1,000,000 General Aggregate $1,000,000 Professional Liability $1,000,000 Workers Compensation $24,000,000 Employer's Liability $1,000,000 2 Contractor shall not commence performing any portion of the Services until all required insurance has been obtained and certificates indicating the required coverage s have been delivered in duplicate to CONFIRE and approved by CONFIRE Certificates and insurance policies shall include the following 2 1 A clause stating "This policy shall not be canceled or reduced in required hmits of liability or amounts of insurance until notice has been mailed to CONFIRE, stating date of cancellation or reduction Date of cancellation or reduction shall not be less than thirty (30) days after date of mailing notice " 2 2 Language stating in particular those insured extent of insurance location and operation to which insurance applies, expiration date, to whom cancellation and reduction notice will be sent, and length of notice period 2 3 An endorsement stating that CONFIRE and the State and their representatives, employees, trustees, officers, consultants, and volunteers are named additional insureds under all policies except Workers' Compensation Insurance, Professional Liability, and Employers' Liability Insurance An endorsement shall also state that Contractor's insurance policies shall be primary to any insurance ooiI/885 15 Page 10 of 15 L Ica\djm\Agreements\CONFIRE Independent Contractor Agreement.docx In or self-insurance maintained by CONFIRE 2 4 All policies shall be written on an occurrence form, except for Professional Liability which shall be on a claims -made form 001 17885 15 Page 11 of 15 L Ica\dim\Agreements\CONFIRE Independent Contractor Agreement.docx.in EXHIBIT E TO AGREEMENT FOR SERVICES BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("BAA") is entered into by and between City of Redlands ("Business Associate"), a California general law city duly existing under Gov_ Code, § 34000 et seq and the Consolidated Fire Agencies ("Covered Entity"), a California Joint powers authority existing pursuant to Gov Code, § 6500 et seq Business Associate and Covered Entity may be collectively referred to as the "Parties" or individually as a "Party " RECITALS Covered Entity is contracting with Business Associate for the performance of certain services ("Services"), as set forth in the Agreement to which this BAA is attached as Exhibit E, Covered Entity is a business associate of a covered entity as defined m 45 C F R § 160 103, Business Associate is a business associate, as defined in 45 C F R § 160 103, of Covered Entity, 45 C F R § 164 504 requires that covered entities enter into agreements with their business associates that satisfy the requirements of 45 C F.R. § 164 504(e)(2), and Business Associate and Covered Entity are both governmental entities for the purposes of 45 C F R § 164 504 (e)(3)(i) AGREEMENT 1 General Terms and Conditions The General Terms and Conditions to this BAA are set forth in Appendix 1 The Parties have executed this Agreement on the dates indicated below The last of the two dates shall be the "Effective Date" of this BAA Consolidated Fire Agencies Date — n , 20 :t:e. ��� .�'l / j °—,5d/ Its g/r City of Redlands Date 7/( ,20f! Print Name. Paul W. Foster, Mayor Attest 00117885 15 Page 12 of 15 L 1ca1dtim\Agreements\CONFIRE Independent Contractor Agreement.docx.in e Donaldson, City Clerk APPENDIX 1 TO EXHIBIT E to CONTRACTING AGENCY AGREEMENT General Terms and Conditions to Business Associate Agreement I DEFINITIONS a Generally Capitalized terms used within the BAA without definition, including within this Appendix 1, shall have the meanings ascribed to them in the Health Insurance Portability and Accountability Act and 45 C F R Part 160 and 164 (`HIPAA and HIPAA Regulations"), and the Health Information Technology for Economic and Clinical Health Act and 45 C F R Part 170 ("HITECH Act and Regulations"), as applicable unless otherwise defined herein HIPAA and HIPAA Regulations and HITECH Act and Regulations are collectively referred to herein as "Applicable Law" b Catch-all Definition The following terms used in this BAA shall have the same meaning as those terms in the HIPAA and HIPAA Regulations Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information and Use II OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE Business Associate agrees to a Not use or disclose Protected Health Information other than as permitted or required by this BAA, the Agreement, or as required by law, b Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information, to prevent Use or Disclosure of Protected Health Information other than as provided for by this BAA, c Report to Covered Entity any Use or Disclosure of Protected Health Information not provided for by this BAA of which it becomes aware, including breaches of Unsecured Protected Health Information as required at 45 CFR 164 410, and any Security Incident of which it becomes aware, d In accordance with 45 CFR 164 502(e)(1)(ii) and 164 308(b)(2), if applicable, ensure that any Subcontractors that create, receive, maintain, or transmit Protected Health Information on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to Business Associate with respect to such information, e Make available Protected Health Information in a Designated Record Set to Covered Entity or to an individual whose Protected Health Information is maintained by Business Associate, or the individual's designee, and document and retam the documentation required by 45 CFR 164 5300), as necessary to satisfy Covered Entity's obligations under 45 CFR 164 524, f Make any amendment(s) to Protected Health Information in a Designated Record Set as directed or agreed to by the Covered Entity pursuant to 45 CFR 164 526, or take other measures as necessary to satisfy Covered Entity's obligations under 45 CFR 164 526, g Maintain and make available the information required to provide an accounting of Disclosures to the Covered Entity as necessary to satisfy Covered Entity's obligations under 45 CFR 164 528 h To the extent the Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s), and Make its internal practices, books, and records available to the Secretary for purposes of determining Business Associate's or Covered Entity's compliance with HIPAA and HIPAA Regulations III PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE a Business Associate may only Use or Disclose Protected Health Information as necessary to perform the Agreement(s) b Business Associate may Use or Disclose Protected Health Information as required by law c Business Associate agrees to make Uses and Disclosures and requests for Protected Health Information consistent with Covered Entity s Minimum Necessary policies and procedures O0117885 15 Page 13 of 15 L 1ca\djm\Agreements\CONFJRE Independent Contractor Agreement.docx.jn d Business Associate may not Use or Disclose Protected Health Information in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity IV PERMISSIBLE REQUESTS BY COVERED ENTITY a Covered Entity shall not request Business Associate to Use or Disclose Protected Health Information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity V. TERM AND TERMINATION. a Term. This BAA is effective as of the Effective Date and will continue in force until terminated b Termination for Convenience Either Party may terminate this BAA at any time, for any reason or for no reason, by giving the other Party at least thirty (30) days' prior written notice c Obligations of Business Associate Upon Termination. Upon termination of this BAA for any reason, Business Associate shall return to Covered Entity or, if agreed to by Covered Entity, destroy all Protected Health Information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, that the Business Associate still maintains in any form Business Associate shall retain no copies of the Protected Health Information Upon termination of this BAA for any reason, Business Associate, with respect to Protected Health Information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall Retain only that Protected Health Information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities, n Return to Covered Entity or, if agreed to by Covered Entity, destroy the remaining Protected Health Information that the Business Associate still maintains in any form, 111 Continue to use appropnate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information to prevent use or disclosure of the Protected Health Information, other than as provided for in this Section, for as long as Business Associate retains the Protected Health Information, iv Not use or disclose the Protected Health Information retained by Business Associate other than for the purposes for which such Protected Health Information was retained and subject to the same conditions which applied prior to termination and v Return to Covered Entity or, if agreed to by Covered Entity, destroy the Protected Health Information retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities d Survival The obligations of Business Associate under this Section shall survive the termination of this BAA VI MISCELLANEOUS a Governmental Access to Records Business Associate shall make its internal practices, books and records relating to the Use and Disclosure of PHI available to the Secretary for purposes of determining Covered Entity's compliance with the Applicable Law Except to the extent prohibited by law, Business Associate agrees to notify Covered Entity of all requests served upon Business Associate for information or documentation by or on behalf of the Secretary Business Associate shall provide to Covered Entity a copy of any PHI that Business Associate provides to the Secretary concurrently with providing such PHI to the Secretary b Public Access and Ownership of Records Covered Entity is a local agency subject to the Public Records Act, Government Code § 6250 et seq ("PRA") In the event that Business Associate receives a request for records prepared, owned, used, or retained by Covered Entity or for records prepared, owned, used, or retained by Business Associate in the course and scope of providing the services for Covered Entity described in the Agreement as amended from time to time ("PRA Request"), Business Associate shall promptly forward a copy of the PRA Request to Covered Entity for fulfillment by the Covered Entity Business Associate understands and agrees that all records produced under the Agreement as amended from time to time are hereby the property of Covered Entity and cannot be used without Covered Entity's express written permission Covered Entity shall have all right, title and interest in said 00117885 15 Page 14 of 15 L 1caVkimlAgreements\CONFIRE Independent Contractor Agreement.docx.in records, including the right to secure and maintain the copyright, trademark and/or patent of said records in the name of the Covered Entity c Minimum Necessary. To the extent required by the HITECH Act and Regulations, Business Associate shall limit its Use Disclosure or request of PHI to the Limited Data Set or, if needed, to the minimum necessary to accomplish the intended Use, Disclosure or request, respectively Effective on the date the Secretary issues guidance on what constitutes "minimum necessary" for purposes of the Applicable Law, Business Associate shall limit its Use, Disclosure or request of PHI to only the minimum necessary as set forth in such guidance d State Privacy Laws. Business Associate shall comply with California laws to the extent that such state privacy laws are not preempted by Applicable Law e No Third Party Beneficiaries. Nothing express or implied in this BAA is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever f Effect on Underlying Arrangement In the event of any conflict between this BAA and any underlying arrangement between 00117885 15 Page 15 of 15 L 1caldimlAgreements\CONFIRE Independent Contractor Agreement.docx..in Covered Entity and Business Associate, including the Agreements as amended from time to time, the terms of the BAA shall control with respect to Protected Health Information g Interpretation. This BAA shall be interpreted as broadly as necessary to implement and comply with Applicable Law The Parties agree that any ambiguity in the BAA shall be resolved in favor of a meaning that complies and is consistent with the Applicable Law h Governing Law This BAA shall be construed in accordance with the laws of the State of California t Provisions Required by Law Deemed Inserted Each and every provision of law and clause required by law to be inserted in this BAA shall be deemed to be inserted herein and this BAA shall be read and enforced as though it were included therein Severability In the event that any provision of this BAA shall be construed to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof, but such illegal or invalid provision shall be fully severable and this BAA shall be construed and enforced as if such illegal or invalid provision had never been included herein, unless to do so would frustrate the intent and purpose of this BAA 1