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HomeMy WebLinkAboutGirard Associates 2023-01-27 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 1 of 20 EMERGENCY MEDICAL SERVICES (EMS) QUALITY IMPROVEMENT AUDIT AND MANAGEMENT PROGRAM AGREEMENT This EMS Quality Improvement Audit and Management Program Agreement (“Agreement”) is entered into on the date written below by and between City of Ukiah, a municipal corporation with Headquarters located at 300 Seminary Avenue, Ukiah, CA 95482 (“CLIENT”), and Girard & Associates, a Massachusetts Corporation with an office at P.O. Box 1144, Westport, MA 02790 (“GA”). CLIENT desires to retain the services of GA and GA desires to render services to the CLIENT upon the following terms and conditions. Therefore, in consideration of the promises, undertakings, and covenants set forth in this Agreement, the Parties agree as follows. 1. GA SHALL a.Administer an EMS Quality Improvement Audit and Management Program i.Audit approximately 3,000 of CLIENT’s Ambulance Trip Sheets and enter data into GA database. ii.Educate CLIENT and CLIENT’s medical director on developing EMS clinical and quality improvement performance benchmarks and best practices. iii.Prepare and submit QI reports to CLIENT and its physician medical director for the purpose of educating CLIENT and its physician medical director regarding CLIENT’s performance. iv.Develop and implement CLIENT’s annual QI plan. v.Educate applicable CLIENT personnel on CLIENT's annual QI plan and its elements. vi.Educate, coach, and mentor CLIENT’s applicable personnel in coordination with CLIENT and CLIENT’s medical director to facilitate adherence to CLIENT’s QI policies, procedures, and the applicable EMS treatment protocols. vii.Educate CLIENT and CLIENT’s medical director on developing performance benchmarks and best practices. viii.Propose recommendations for improvement processes to CLIENT and CLIENT’s medical director regarding EMT and EMS system performance. ix.Review circumstances surrounding EMS QI variances and develop individual or system-wide educational opportunities focused on QI benchmark achievement jointly with CLIENT and CLIENT’s medical director. x.Develop and recommend for CLIENT’s implementation, methods to facilitate QI related communication between CLIENT, CLIENT’s medical director, and EMTs. xi.Grant access to the G and A Database according to the terms set forth in Exhibit A. 2.DURATION OF THE AGREEMENT a.The term of this Agreement shall be from January 1, 2023, to December 31, 2023, unless terminated in accordance with Section 9. 3.COMPENSATION AND PAYMENT SCHEDULE a.Subject to appropriation or availability of other funds, CLIENT shall compensate GA according to the following payment schedule: i.Total Compensation for this Agreement is: $27,900.00. Two (2) Payments of $13,950.00 are due on or before 01/15/2023 and 07/15/2023. COU No 2223-151 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 2 of 20 ii.Expenses, including travel, are included in this Agreement. b.Withholding; Other Benefits i.Compensation paid pursuant to this Agreement shall not be subject to the customary withholding of income taxes and other employment taxes. GA shall be solely responsible for reporting and paying any such taxes. The CLIENT shall not provide GA with any coverage or participation in the CLIENT's accident and health insurance, life insurance, disability income insurance, medical expense reimbursement, wage continuation plans, or other fringe benefits provided to regular employees. 4.CONFIDENTIALITY a.GA acknowledges and agrees that any identifiable information provided by CLIENT or obtained by GA because of its obligations in Paragraph 1 is “Confidential Information.” b.Except for disclosures required by law or allowed by this section, GA shall not, during the term of this Agreement or after the termination of this Agreement, disclose any Confidential Information to any person or use any Confidential Information for the benefit of GA or any other person, except with the prior written consent of the CLIENT. c.CLIENT understands that Confidential Information may be required to be disclosed to certain individuals: employees, agents, advisors, physician medical directors, or attorneys of GA. d. GA shall maintain records of the persons to whom Confidential Information is distributed, will inform all such persons of the confidential nature of the information, will direct them to treat such information in accordance with this Agreement, and will exercise such precautions or measures as may be reasonable in the circumstances to prevent improper use of Confidential Information by them. e.The term “Confidential Information” does not include information that is or becomes publicly available (other than through breach of this Agreement) or information that is or becomes available to GA on a non-confidential basis, provided that the source of such information was not known by GA (after such inquiry as would be reasonable in the circumstances) to be bound by a confidentiality agreement or other legal or contractual obligation of confidentiality with respect to such information. f.Confidential Information may be disclosed by GA to the extent required during inspections or inquiries by federal or state regulatory agencies to whose jurisdiction GA is subject to and that have the legal right to inspect the files that contain the Confidential Information. GA will advise CLIENT promptly upon such disclosure. g.HIPAA. Acceptable uses of Protected Health Information (PHI) by GA are limited to ambulance trip sheet audits, including communication about the ambulance trip sheet audit between GA, its. employees, subcontractors, agents, and CLIENT’s Business Associate(s), and any other purpose(s) permitted or mandated by federal law/regulation pursuant to 45 C.F.R. § 164.502(j)(1) (2005) or applicable state law. 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 3 of 20 i.Parties agree to adhere to the conditions set forth in the Business Associate Agreement, which is attached as Exhibit B hereto. ii.CLIENT agrees to adhere to the GA Acceptable Use Agreement (AUP) which is attached as Exhibit C hereto. h.Return of Documents. GA does not store paper copies of ambulance trip sheets. If applicable, all paper copies of ambulance trip sheets will be destroyed after use. GA acknowledges and agrees that all originals and copies of records, reports, data, documents, lists, plans, memoranda, notes and other documentation related to the business of the CLIENT or containing any Confidential Information that GA has in its possession, shall be the sole and exclusive property of the CLIENT, and shall be returned by commercially reasonable means to the CLIENT upon the termination of this Agreement or upon the written request of the CLIENT. i.No Release of Confidentiality Obligations. GA agrees that the termination of this Agreement shall not release GA from any Confidentiality obligations. 5.INTELLECTUAL PROPERTY a.“Intellectual Property” means any and all designs, devices, techniques, know-how, inventions, discoveries, improvements, code, written materials, methods and practices, procedures, engineering information, technology or intellectual property rights (including, without limitation, patents, patent applications, copyrights, trademarks, trade names, trade secrets, service marks, blueprints, designs, plans, specifications, manufacturing information and processes and documentation thereof, formulae, procedures and all other proprietary rights). b. Solely with respect to its own Intellectual Property, GA shall have and retain all right, title and interest, including ownership of copyrights, patents, trade secrets and other intellectual property rights in and to methods, processes, techniques, strategies, materials, images, prototypes, software, source and object code and related materials that are used or developed solely by GA, or its agents, during the term of this Agreement, including any modifications to, or derivative works or enhancements of, materials owned or licensed by either CLIENT or GA and any tools, utilities, prototypes, models, processes, methodologies and other such materials that are developed, enhanced or improved during the term of this Agreement by GA or any of its agents or employees, which relate to the performance of the Services, or any modification of the services to be provided under this Agreement. CLIENT acknowledges that all of this work is GA’s Intellectual Property, none of this work is “work for hire” and that CLIENT has no rights to the Intellectual Property developed by GA and its agents, principals, employees, subcontractors and delivery partners. c.GA acknowledges that it has no right, title, and interest in any Intellectual Property licensed or owned now or in the future by CLIENT, or developed solely by CLIENT, or in use by CLIENT at the commencement of this Agreement. d.Each Party will protect the other Party’s Intellectual Property and Confidential Information with the same care and diligence as it would use to protect its own Intellectual Property and Confidential Information. Each Party will take all necessary and appropriate steps to safeguard the other’s Intellectual Property and Confidential Information by employees, 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 4 of 20 former employees, vendors, affiliates, and others to whom they have directly, or indirectly, made confidential information available. Notwithstanding the foregoing, the Parties acknowledge that the CLIENT is subject to the Massachusetts Public Records Law and may be legally required to disclose information that it has in its possession. e.All de-identifiable data entered into the QA/QI database is the sole property of GA. Upon completion of the Agreement and project, GA shall de-identify all data in accordance with federal and state law and provide client with a written attestation of de-identification upon CLIENT's request. 6.GA REPRESENTATIONS, WARRANTIES, AND LIABILITY a.GA, its employees, agents, and independent contractors are not responsible for any action, including but not limited to the implementation of any disciplinary action of CLIENT's employees, taken by the CLIENT, its Medical Director, or state, federal, or applicable regional EMS authority because of GA’s performance of its obligations as described in Paragraph 1 of this Agreement. b.GA represents to the CLIENT that there is no employment contract or other contractual obligation to which GA is subject that prevents GA from entering into this Agreement or from performing its duties under this Agreement. c.GA is not responsible for CLIENT’s applicable serious incident reporting obligations under applicable state, federal law, or regional EMS authority jurisdiction. e. GA warrants that the work contained in Paragraph 1 will be performed with reasonable care in a diligent and competent manner in coordination with and as a delegated authority of CLIENT’s Medical Director in a Peer Review capacity. GA's sole obligation will be to correct any non-conformance with this warranty if CLIENT gives GA written notice within ten (10) business days during or after the completion of this Agreement. The notice will specify and detail the non-conformance and GA will have a reasonable time based on its severity and complexity to correct the non-conformance. g.This warranty is GA's only warranty concerning the services and any deliverable except those provided under a separate license agreement and is made expressly in lieu of all other warranties and representations, express, implied, including any implied warranties of merchantability, or fitness for a particular purpose or otherwise, all of which are hereby disclaimed. h.GA will not be liable for any special, consequential, incidental, indirect, or exemplary damages or loss (nor any lost profits, savings, or business opportunity). Further, GA liability relating to this Agreement will in no event exceed an amount equal to the fixed fees (excluding taxes and expenses) GA receives from CLIENT for the portion of the Agreement giving rise to such liability, unless GA acts with gross negligence or has responsibility for intentional wrongdoing, in which case it shall indemnify CLIENT up to its exposure under applicable law. 7.COVENANTS 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 5 of 20 a.CLIENT agrees that services, information, and materials provided under this agreement will not be duplicated, shared, or otherwise distributed in any way to persons or organizations outside of CLIENT, and any state, local, regional, or national regulatory agency. This information is being provided exclusively for internal use by CLIENT. Notwithstanding the foregoing, the Parties acknowledge that the CLIENT is subject to the Massachusetts Public Records Law and may be legally required to disclose information that it has in its possession. b. The Parties agrees to comply with all federal, state, and local laws, regulations and administrative requirements that pertain to the provision of emergency medical services by CLIENT. c.If GA, its, subcontractors, employees, or agents becomes aware of any violation of any applicable law or regulation by CLIENT, GA will notify CLIENT as soon as reasonably practicable. d.CLIENT shall cooperate with GA in the performance by GA of its services under this Agreement including, without limitation, providing GA with reasonable facilities and timely access to data, information, and personnel of CLIENT. e.CLIENT agrees to provide ambulance trip sheet data to GA in a mutually agreed upon secure manner in compliance with applicable state and federal data security laws. f.CLIENT shall be responsible for the performance of its personnel and agents including its medical director for the accuracy and completeness of all data and information provided to GA for the purposes of the performance by GA of its services under this Agreement. g. CLIENT agrees that CLIENT’s physician medical director and CLIENT, not GA, is responsible for determining whether CLIENT breached any applicable treatment protocol and what action, if any, should be taken on under the authority of the physician medical director and CLIENT. h.CLIENT is responsible for all QA/QI functions and responsibilities not enumerated in Paragraph 1 of this Agreement. i.CLENT' agrees that CLIENT, not GA is responsible for the implementation of any disciplinary action of CLIENT's employees that may occur because of GA’s performance of its obligations as described in Paragraph 1 of this Agreement. 8.SEVERABILITY a.If any provision of this Agreement or the application of it to any person or circumstance is held invalid, such invalidity shall not affect other provisions of this Agreement which can be given effect without the invalid provision. b.The Parties shall add a provision as similar in terms to the illegal, invalid, and unenforceable provision as may be possible and be legal, valid, and enforceable. 9.TERMINATION 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 6 of 20 a.Either party may terminate this Agreement with cause upon thirty (30) days written notice. b.If either Party has failed to perform its obligations under this Service Agreement in a material manner, and that failure has not been satisfactorily addressed through the cure process established in this Agreement, the injured Party shall have the right to terminate this Service Agreement for Cause thirty (30) days following the issuance of a written notice of termination. No written notice of Termination for Cause will be valid unless the Party issuing the notice has complied with the cure procedure set forth below. If the performance deficiency is not addressed through the cure process, CLIENT shall have the right to terminate this Agreement for Cause, as outlined herein. Either Party shall also have the right to terminate this Agreement for Cause if either Party is added to the Excluded Providers list maintained by the Office of Inspector General (“OIG”) maintained by the Health and Human Services Administration of the Federal Government. c.CLIENT is responsible work the cost of work already performed. d.Procedure Regarding Cure. If a Party has failed to perform its obligations under this Service Agreement, the Parties agree that the non-performing Party shall have the opportunity to cure the failure to perform prior to a Termination for Cause. Therefore, prior to issuing a written notice of termination, each Party agrees to proceed in the following manner, working, in good faith, to address the circumstances that led to the failure to perform: i.The Party seeking to address an area of concern shall give written notice to the non- performing Party. ii.The non-performing Party shall be given 30 days within which to satisfactorily address the concern and begin implementation of the agreed upon course of action. If necessary, under the circumstances, the complete implementation of the agreed upon course of action may take more than 30 days but may not exceed 90 days. iii.If the non-performing Party fails to comply with the agreed upon course of action on the appropriate timetable, the other Party may request a meeting of the Parties’ respective senior executives to discuss the failure to comply and termination. That meeting will be held promptly upon request. If the senior executives are unable to agree upon a course of action to resolve the non-performance, following good faith discussions, then the performing Party shall be authorized to issue a notice of Termination for Cause. iv.Upon the issuance of a notice of Termination for Cause, the Parties shall meet to discuss the steps required to facilitate an orderly transition in connection with the termination and shall agree upon a transition plan (“Termination Transition Plan”) that shall address timing of the termination of services, employee communication, reconciliation of fees, and licenses for continued use of GA intellectual property if applicable. Any disputes that arise during these procedures and cannot be resolved by good faith dialogue among the Parties shall be resolved through litigation if needed. 10.INDEPENDENT CONTRACTOR STATUS 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 7 of 20 a.GA acknowledges that it is an independent contractor and is not an agent, partner, joint venturer, or employee of CLIENT. GA shall have no authority to bind or otherwise obligate CLIENT in any manner nor shall GA represent to anyone that it has a right to do so. b.GA shall not assign any of its rights under this Agreement. c.GA may subcontract and/or delegate the performance of its duties under this Agreement without the prior written consent of CLIENT. 11.MISCELLANEOUS a.This Agreement shall be governed by and shall be construed in accordance with the laws of the Commonwealth of Massachusetts. b.This Agreement constitutes the entire Agreement between CLIENT and GA pertaining to its subject matter and supersedes all prior contemporaneous agreements, representations, proposals, and understandings of CLIENT and GA. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties. c.GA reserves the right to add 1.5% per month to outstanding balances over 30 days. d.CLIENT will be responsible for any collection costs and/or attorney’s fees allowed by law. e.CLIENT certifies that to the best of its knowledge after reasonable due diligence that the services provided by GA under this Agreement do not conflict with any applicable union collective bargaining agreement. 12.MUTUAL INDEMNIFICATION a.To the extent permitted by law, CLIENT and GA agree to indemnify and hold each other harmless, and any employee or agent thereof (referred to individually as an “Indemnified Party”) against all liability, including any expenses and reasonable attorney fees, based on claims by third parties against the Indemnified Party arising from the other Party’s negligence, fault, or wrongdoing. b.The Parties’ obligations to indemnify each other in accordance with Paragraph 12a will survive the expiration or termination of this Agreement. 13. INSURANCE LIABILITY. a.Without limiting GA's obligations arising under Paragraph 12, GA shall not begin work under this Agreement until it procures and maintains for the full period of time allowed by law, surviving the termination of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with its performance under this Agreement. b.Minimum Scope of Insurance. Coverage shall be at least as broad as: i.Insurance Services Office ("ISO) Commercial General Liability Coverage Form No. CG 20 10 10 01 and Commercial General Liability Coverage – Completed Operations Form No. CG 20 37 10 01. ii.ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any auto" or Code 8, 9 if no owned autos and endorsement CA 0025. 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 8 of 20 c.Minimum Limits of Insurance. GA shall maintain limits no less than: i.Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, the general aggregate limit shall apply separately to the work performed under this Agreement, or the aggregate limit shall be twice the prescribed per occurrence limit. d.Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the CLIENT. At the option of the CLIENT, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects to the CLIENT, its officers, officials, employees and volunteers; or GA shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. e.Other Insurance Provisions: The policies are to contain, or be endorsed to contain, the following provisions: i.General Liability (1)The CLIENT, it officers, officials, employees and volunteers are to be covered as additional insureds as respects; liability arising out of activities performed by or on behalf of GA, products and completed operations of GA, premises owned, occupied or used by GA for the full period of time allowed by law, surviving the termination of this Agreement. The coverage shall contain no special limitations on the scope- of-protection afforded to the CLIENT, its officers, officials, employees or volunteers. (2)GA's insurance coverage shall be primary insurance as respects to the CLIENT, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the CLIENT, its officers, officials, employees or volunteers shall be in excess of GA's insurance and shall not contribute with it. (3)Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CLIENT, its officers, officials, employees or volunteers. (4)GA's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. If written on a claims-made basis, the retroactivity date shall be the effective date of this Agreement. The policy period shall extend one year from project completion. ii.All Coverages. Each Insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the CLIENT. f.Acceptability of Insurers. Insurance is to be placed with admitted California insurers with an A.M. Best's rating of no less than A- for financial strength, AA for long-term credit rating and AMB-1 for short-term credit rating. g.Verification of Coverage. GA shall furnish the CLIENT with Certificates of Insurance and with original Endorsements effecting coverage required by this Agreement. The Certificates and Endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Certificates and Endorsements are to be on forms provided or approved by the CLIENT. Where by statute, the CLIENT's Workers' Compensation - related forms cannot be used, equivalent forms approved by the Insurance Commissioner are to be substituted. All Certificates and Endorsements are to be received and approved by the CLIENT before GA begins the work of this Agreement. The CLIENT reserves the right to require complete, certified copies of all required insurance policies, at 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 9 of 20 any time. If GA fails to provide the coverages required herein, the CLIENT shall have the right, but not the obligation, to purchase any or all of them. In that event, the cost of insurance becomes part of the compensation due the contractor after notice to GA that CLIENT has paid the premium. h. Subcontractors. GA shall include all subcontractors or sub-consultants as insured under its policies or shall furnish separate certificates and endorsements for each sub-contractor or sub-consultant. All coverage for sub-contractors or sub-consultants shall be subject to all insurance requirements set forth in this Paragraph 13. 14.COMPLIANCE a.Compliance. The parties will comply in all respects with applicable federal and state laws and regulations including, the federal anti-kickback statute. b.Non-Exclusion. Each party represents and certifies that neither it nor any practitioner who orders or provide Services on its behalf hereunder has been convicted of any conduct that constitutes grounds for mandatory exclusion as identified in 42 U.S.C.§ 1320a-7(a). Each party further represents and certifies that it is not ineligible to participate in Federal health care programs or in any other state or federal government payment program. Each party agrees that if DHHS/OIG excludes it, or any of its practitioners or employees who order or provide Services, from participation in Federal health care programs, the party must notify the other party within five (5) days of knowledge of such fact, and the other party may immediately terminate this Agreement, unless the excluded party is a practitioner or employee who immediately discontinues ordering or providing Services hereunder. c.Referrals. It is not the intent of either party that any remuneration, benefit or privilege provided for under the Agreement shall influence or in any way be based on the referral or recommended referral by either party of patients to the other party or its affiliated providers, if any, or the purchasing, leasing or ordering of any services other than the specific services described in this Agreement. Any payments specified herein are consistent with what the parties reasonably believe to be a fair market value for the services provided. 15.FORCE MAJEURE a.If either party is prevented from performing any of its obligations under this Agreement due to any cause beyond the party’s reasonable control, including, without limitation, an act of God, fire, flood, Covid-19, explosion, war, strike, embargo, government regulation, civil or military authority, acts or omissions of carriers, transmitters, providers of telecommunications or Internet services, vandals, or hackers (a “force majeure event”), time for that party’s performance will be extended for the period of the delay or inability to perform due to such occurrence without liability to the other party; provided, however, that CLIENT will not be excused from the payment of any sums of money owed by CLIENT to GA through the date of the force majeure event. In no event shall CLIENT be required to pay for services not rendered. In addition, neither party will have the right to claim damages or to terminate this Agreement because of a force majeure event. 16.PROCUREMENT PROCESS 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 10 of 20 a.CLIENT certifies that to the best of its knowledge after reasonable due diligence, this procurement process and Agreement: i.Followed all applicable rules under CLIENTS’s Charter, By-Laws, polices/procedures, and applicable CA Law. ii.This Agreement has been entered into in accordance with the CLIENTS’s Charter, By- Laws, policies/procedures, and applicable CA Law. 17.CERTIFICATE OF NON-COLLUSION a.The undersigned certifies on behalf of GA under penalties of perjury that this Agreement has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club, or other organization, entity, or group of individuals. 19 COUNTERPARTS a. This Agreement may be signed in counterparts, all of which upon execution and delivery shall be considered an original and together shall constitute one agreement. Signed facsimile copies of this Agreement will legally bind the parties to the same extent as original documents. I have read this Agreement, had the opportunity to consult with an attorney, and represent that this Agreement shall be executed in accordance with its terms and conditions. I further represent that I have been duly authorized to sign and enter into this Agreement. Signed this _________ day of __________________, 2023 City of Ukiah (CLIENT) Girard & Associates, (GA) By: _____________________________ By: __________________________ Sage Sangiacomo, City Manager Paul Girard 27 January 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 11 of 20 EXHIBIT A GA WEB-BASED QA/QI SOFTWARE LICENSE 1.Subject to the terms of the Agreement, as may be amended from time-to-time in accordance with its terms, CLIENT's payment of all relevant fees for services provided in accordance with Paragraph 1, GA grants to CLIENT, without additional cost to CLIENT, a non-exclusive, non- transferable, non-assignable limited License for 5 authorized CLIENT workforce members to access the GA Database and 3 authorized CLIENT workforce members to access the GA Web Report Program and use these Web-based Software programs for its internal business purpose to: a. document CLIENT's internal QA/QI follow-up; b. develop internal QA/QI Reports. 2. CLIENT shall be solely responsible for connection of CLIENT's systems to a telecommunications service that provides Internet access for purposes of CLIENT's access and use of the Software. 3. GA will provide a total of 3 hours of training to CLIENT on how to access and use the Software for the limited purpose described in Paragraph 1. 4. To the extent applicable, GA will provide software technical support, maintenance, periodic upgrades, and report customization. 5.Availability of Software a. The Software will be available for access and use by Client an average of at least ninety- nine percent (99%) of the time during each month during the term for such services (Availability Requirement), excluding any period of Permitted Unavailability. b. Permitted Unavailability includes Planned Outages (as defined below) and any unavailability due to causes beyond the reasonable control of GA including without limitation: any software, hardware, or telecommunication failures; interruption of failure of telecommunication or digital transmission links; Internet slow-downs or failures; failures or default of third party software, vendors or products, and unavailability resulting from the actions or inactions of CLIENT or a failure of CLIENT's communications link or systems. c. Planned Outages means the period during which GA conducts standard systems maintenance. GA shall use reasonable efforts to schedule Planned Outages during non-peak hours. d. If GA fails to achieve the Availability Requirement, GA will use commercially reasonable efforts to correct the interruption as promptly as practicable. e. GA may, in its sole discretion, suspend CLIENT's access to the Software for any of the following reasons: (i) to prevent damages to the Software or GA's systems; (ii) to comply with any law, regulation, court order, or other government request; (iii) to otherwise protect 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 12 of 20 GA from potential legal liability; or (iv) if an invoice remains unpaid for more than 45 days or more days from the invoice date. GA will use reasonable efforts to provide CLIENT with notice prior to or promptly following any suspension of access to the Software. GA will restore access to the Software as soon as the event giving rise to the suspension has been resolved. 6. Software Access a. GA authorizes CLIENT's authorized workforce to use the User ID's assigned to CLIENT by GA. CLIENT acquires no ownership rights in any User ID, and User IDs may be revoked or changed at any time at GAs sole discretion. b. CLIENT will adopt and maintain reasonable and appropriate security precautions for User IDs to prevent their disclosure to or use by unauthorized persons. Each member of CLIENTs authorized workforce shall have and use a unique identifier. CLIENT will use its best efforts to ensure that no member of its authorized workforce uses a User ID assigned to another person. c. CLIENT's authorized workforce are authorized to access the Software solely for CLIENT's site or from other sites from which GA has granted written approval to access the system. e. CLIENT agrees that it will not abuse or misuse the system of Software including gaining or attempting to gain unauthorized access to system or Software. f. Except as required by law, CLIENT will not permit any third party (a part other than CLIENT's authorized workforce) to have access to the Software or to use the Software without GAs prior written agreement. g. CLIENT will not: (i) decompile, disassemble, or reverse engineer the Software, (ii) use the Software or any GA Confidential Information to develop a competing product or service; (iii) provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use any Software for the benefit of any third party; (iv) use any Product, or allow the transfer, transmission, export, or re-export of the Software or portion thereof, in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other government agency; or (v) remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of a Software (including any screen displays, etc.) or any other products or materials provided by GA hereunder. Under no circumstances, shall GA be liable or responsible for any use, or any results obtained by the use, of the Software in conjunction with any other software or third party products. All such use shall be at CLIENT’s sole risk. 7. Disclaimer of Warranties, and Liability a. The Software, support, and training and any other services related to this license are provided "as is" and "as available" with all faults and without warranties or liabilities of any kind. 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 13 of 20 b. GA disclaim all other warranties, express and implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, quality of information, and title/non-infringement. c. CLIENT expressly agrees and acknowledges that the use of the Software is at CLIENT's sole risk. d. The Software may be used to access and transfer information including confidential information over the Internet. CLIENT acknowledges and agrees that GA do not operate or control the Internet and that (1) viruses, worms, Trojan Horses or other undesirable data or software or (2) unauthorized third parties (hackers) may attempt to obtain access to and damage customer's data, websites, computers, or networks. GA shall not be responsible or liable for any such activities nor shall any such activities constitute a breach by GA of its obligations of confidentiality contained in the Agreement. e. GA will not be liable for any direct, special, consequential, incidental, indirect or exemplary damages or loss (nor any lost profits, savings, or business opportunity). f. CLIENT will notify GA promptly of any order or demand for any compulsory of information if the disclosure requires access to or use of the Software. CLIENT will cooperate with GA fully in connection with any such demand. g. CLIENT will take appropriate disciplinary action against any member of their workforce who violates the terms of this License. h. CLIENT will immediately notify GA if a member of CLIENT's authorized workforce no longer requires access to the Software. 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 14 of 20 EXHIBIT B BUSINESS ASSOCIATE AGREEMENT Under the Agreement, as may be amended from time-to-time in accordance with its terms, GA or GA’s agents or subcontractors may have access to Protected Health Information (“PHI”) from or on behalf of CLIENT. To the extent applicable, the Parties desire to meet their respective obligations under the Health Insurance Portability and Accountability Act of 1996, as amended (the “Act”), including the federal privacy regulations (the “Privacy Rule”) and security regulations (the “Security Rule”) promulgated pursuant to the Act and codified in the Code of Federal Regulations (“C.F.R.”) at 45 C.F.R. parts 160 and 164 (collectively, “HIPAA”) and the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009, Pub. Law No. 111-5 and its implementing regulations (collectively, “HITECH”). Business Associate Terms (“BA Terms”). If CLIENT is (i) a Covered Entity (“Covered Entity” as defined in HIPAA) subject to HIPAA, or (ii) acting as a Business Associate (“Business Associate” as defined in HIPAA) of a Covered Entity, and if GA is performing services on behalf of CLIENT for which GA may receive or have access to PHI in order to perform such services, then the Parties agree as follows: 1. Definitions. Unless otherwise defined in the Agreement, or these BA Terms, capitalized terms will have the meanings set forth in HIPAA, or HITECH if the term is not defined in HIPAA, as each is amended from time to time. 1.1 "Breach" shall mean the acquisition, access, use or disclosure of PHI in a manner not permitted by the Privacy Rule that compromises the security or privacy of the PHI as defined, and subject to the exceptions set forth, in 45 C.F.R. 164.402. 1.2 “Compliance Date” shall mean, in each case, the date by which compliance is required under the referenced provision of HITECH and/or its implementing regulations, as applicable; provided that in any case for which that date occurs prior to the Effective Date of these BA Terms, the Compliance Date shall mean the Effective Date. 1.3 “Effective Date” shall mean the effective date as defined in the Agreement. 2. Business Associate Functions. Unless otherwise limited herein, in addition to any other uses and/or disclosures permitted or required by these BA Terms, CLIENT authorizes GA to perform services on behalf of CLIENT related to the EMS Quality Improvement Program which may involve receipt of, or access to, PHI. 3. Disclosure and/or Use of PHI. GA may disclose and use PHI received from CLIENT or CLIENT’s authorized agents as permitted or required by the Agreement, these BA Terms or as otherwise required by law. GA may further use and disclose the PHI in its possession for the proper management and administration or to carry out the legal responsibilities of GA, provided that any third party to which GA discloses PHI for management, administration or to carry out legal responsibilities of GA, provides written assurances in advance that: (i) the information will be held confidentially and used or further disclosed only as required by law; (ii) the information will be used only for the purpose for which it was disclosed to the third party; and (iii) the third party promptly will notify GA of any instances of which it becomes aware in which the 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 15 of 20 confidentiality of the information has been Breached. Without limiting the generality of the foregoing, GA may, at GA’s sole discretion, disclose on behalf of CLIENT or the applicable Covered Entity an Individual’s PHI in response to, and in accordance with, a valid authorization executed by the Individual that meets the requirements set forth in the Privacy Rule. 4. Safeguards Against Misuse of PHI. GA will implement appropriate administrative, physical and technical safeguards to prevent the use or disclosure of PHI received from CLIENT, or CLIENT’s authorized agents, other than as permitted or required by these BA Terms. 5. Safeguards Related to Electronic PHI (“ePHI”). GA will implement administrative, physical, and technical safeguards in compliance with HIPAA that reasonably and appropriately protect the confidentiality, integrity, and availability of ePHI GA receives, maintains, or transmits on behalf of CLIENT and as of the Compliance Date of 42 U.S.C. § 17931, comply with the Security Rule requirements forth in 45 C.F.R. §§ 164.308, 164.310, 164.312 and 164.316. 6. Security of ePHI. GA will report to CLIENT any Security Incident with respect to ePHI of which GA becomes aware and which has compromised the protections set forth in the Security Rule. This reporting obligation does not include trivial occurrences, such as scans, “pings” or unsuccessful attempts to penetrate computer networks or servers containing ePHI maintained by GA. GA will implement reasonable and appropriate policies, procedures and documentation regarding the security of ePHI in compliance with 45 C.F.R. §164.316. 7. Breach & Reporting of Unauthorized Uses/Disclosures of Unsecured PHI. GA will report to CLIENT or the applicable Covered Entity without unreasonable delay, and in no event later than ten (10) calendar days after Discovery, any Breach of Unsecured PHI. The notification shall include, to the extent possible and subsequently as the information becomes available, the identification of all Individuals whose Unsecured PHI was, or is reasonably believed to have been, Breached and any other available information that the Covered Entity is required to include in notification to Individuals, HHS and/or the media, all in accordance with the security breach notification requirements set forth in 42 U.S.C. § 17932 and 45 C.F.R. Parts 160 & 164 subparts A, D, & E. 8. GA’s Employees, Agents and Subcontractors. GA will ensure any of GA’s employees, subcontractors or agents who have access to PHI or ePHI received from CLIENT or CLIENT’s authorized agents and subject to these BA Terms, agree to be bound by the same restrictions, terms, and conditions on the use of PHI and ePHI that apply to GA under these BA Terms and HIPAA. In addition, GA will enter into an agreement with any of GA’s subcontractors or agents to whom GA provides PHI or ePHI, pursuant to which the agent or subcontractor agrees to implement reasonable and appropriate safeguards to protect the PHI or ePHI provided by GA in compliance with these BA Terms and HIPAA. 9. Availability of Books and Records. GA hereby agrees to make GA’s internal practices, books, and records relating to the use and disclosure of PHI received from CLIENT or CLIENT’s authorized agents reasonably available to the Secretary of Health and Human Services (the “Secretary of HHS”) for purposes of determining CLIENT’s or the applicable Covered Entity’s compliance with the Privacy Rule. 10. Mitigation. GA will make commercially reasonable efforts to mitigate, to the extent practicable, any harmful effects known to GA resulting from an unauthorized use or disclosure 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 16 of 20 of PHI received from CLIENT or CLIENT’s authorized agents in violation of these BA Terms or HIPAA by GA or GA’s agents or subcontractors. 11. Minimum Necessary. In using, disclosing or requesting PHI subject to these BA Terms, GA will make reasonable efforts to use, disclose or request only the minimum amount of PHI as determined by CLIENT in its sole discretion necessary to accomplish the purpose of the use, disclosure or request, provided that GA will comply with 42 U.S.C. §17935(b) as of its Compliance Date. 12. Obligations regarding Individuals’ Rights. If applicable, GA agrees to document and within thirty (30) business days after receiving a written request from CLIENT, make available to CLIENT information necessary for CLIENT to make an accounting of disclosures of PHI about an Individual in accordance with 45 C.F.R. 164.528, and as of its Compliance Date, in accordance with the requirements for accounting for disclosures made through an Electronic Health Record in 42 U.S.C. § 17935(c). To the extent applicable and as required under HIPAA, if GA receives a request to provide an accounting directly to an Individual, GA will provide an accounting of disclosures of PHI about such Individual directly to such Individual. Such written requests from CLIENT will provide sufficient information necessary to allow GA to locate the information within CLIENT’s dataset. In addition, GA agrees, at CLIENT’s sole cost and expense, to make available PHI in a Designated Record Set necessary for CLIENT or the applicable Covered Entity to respond to Individuals’ valid authorization for access to their PHI in accordance with 45 C.F.R. 164.524. Notwithstanding any conflicting access provision in these BA Terms, in the event that GA uses or maintains an Electronic Health Record of information of or about an Individual, then GA shall provide an electronic copy (at the request of CLIENT, and in the reasonable time and manner requested by CLIENT) of the PHI, to CLIENT. Further, GA shall to the extent the PHI in GA’s possession constitutes a Designated Record Set, make available PHI for amendment and incorporate any amendments or corrections to the PHI as directed by CLIENT, all in accordance with 45 C.F.R. 164.526. In the event any Individual requests access to PHI directly from GA pursuant to any of the foregoing sections of the Privacy Rule, GA will, within thirty (30) business days, forward such request to CLIENT. Any response to such requests or denials of access to, or amendment of, an Individual’s PHI will be the responsibility of CLIENT. The foregoing is not intended to apply to any release by GA of PHI in response to an Individual’s valid authorization as addressed under Section 3 of these BA Terms. 13. Sale of PHI. GA agrees to not directly or indirectly receive remuneration in exchange for any PHI in compliance with 42 U.S.C. § 17935(d) as of its Compliance Date. 14. CLIENT Obligations. If applicable, CLIENT agrees, at GA’s request, to identify which of the records it furnishes to GA it considers to be PHI for purposes of these BA Terms. CLIENT further agrees to obtain any consent or authorization that may be required under HIPAA or any other applicable law and/or regulation prior to furnishing GA with PHI. CLIENT also agrees to inform GA of any PHI that is subject to any arrangements permitted or required of CLIENT under the Privacy Rule that may materially impact in any manner the use and/or disclosure of PHI by GA under these BA Terms, including, but not limited to, restrictions on the use and/or disclosure of PHI as provided for in 45 C.F.R. 164.522 and agreed to by CLIENT or the applicable Covered Entity. CLIENT shall not request GA to make any use or disclosure of PHI that would not be permitted under HIPAA if made by CLIENT or the applicable Covered Entity directly. CLIENT agrees to fulfill its obligations under these BA Terms in a timely manner. 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 17 of 20 15. No Third-Party Beneficiaries. Nothing expressed or implied in these BA Terms or the Agreement is intended to confer, nor will it confer, upon any person any rights, remedies, obligations or liabilities other than those explicitly detailed in these BA Terms or in the Agreement. 16. Amendment. To the extent applicable, amendments or modification to HIPAA or HITECH may require amendments to certain provisions of these BA Terms. Amendments shall only be effective if executed in writing and signed by a duly authorized representative of each Party. 19. Term & Termination. 19.1 Failure of GA or CLIENT to comply with any of the material provisions contained in these BA Terms or HIPAA will be deemed a breach under the Agreement, and either Party will be entitled to exercise all available rights, including termination, as provided in the Agreement. 19.2 Upon termination or expiration of these BA Terms or the Agreement, GA will return or destroy all PHI received from, or created or received by GA on behalf of, CLIENT that remains in GA’s possession or control and will retain no copies of that PHI, or, if the return or destruction is not feasible in GA’s determination, extend the protections of the BA Terms to the retained PHI and limit further uses and disclosures to those purposes that make the return or destruction infeasible. 19.3 Notwithstanding any term of the Agreement or these BA Terms, as of the Compliance Date of 42 U.S.C. § 17934(b), if either Party knows of a pattern of activity or practice of the other Party that constitutes a material Breach or violation of these BA Terms then the non-breaching Party shall provide written notice of the breach or violation to the other Party that specifies the nature of the breach or violation. The breaching Party must cure the breach or end the violation on or before thirty (30) business days after receipt of the written notice. In the absence of a cure reasonably satisfactory to the non-breaching Party within the specified timeframe, or in the event that the breach is reasonably incapable of cure, then the non-breaching Party may terminate these BA Terms and the Agreement or, if termination of these BA Terms is infeasible, report the problem to the Secretary of HHS. 20. Construction of Terms. To the extent they are not clear, the terms of these BA Terms shall be construed to allow for compliance by both Parties with HIPAA and HITECH. 21. Compliance with HITECH. To the extent applicable, the Parties desire to meet their respective obligations under HIPAA and HITECH. The provisions of this Section apply only to the extent HITECH specifically applies to GA. The Parties (i) will, to the extent applicable, comply with the privacy and security requirements of HITECH and (ii) will, to the extent not already included, amend these BA Terms to incorporate the provisions of HITECH, or its implementing regulations that are required to be incorporated into business associate agreements. No amendment or modification of any of the provisions of these BA Terms shall be effective unless executed in writing and signed by a duly authorized representative of each Party as required by Section 18 of these BA Terms. In the event the Parties are unable for any reason to reach agreement on a mutually acceptable amendment or modification, either Party may immediately terminate the Agreement upon written notice to the other Party. 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 18 of 20 22. Limitation of Costs. CLIENT will compensate GA at GA’s then current time and materials rates for all assistance, services, and work performed outside of GA’s obligations as required under HIPAA or not otherwise contemplated by these BA Terms over the term of the Agreement. GA will obtain CLIENT’s prior written authorization before incurring any fees in excess of the foregoing amount. In the event CLIENT fails for any reason to approve such fees, GA will have no obligation to perform the services, work, and assistance associated with such fees. 23. Integration. The Parties hereby agree that these BA Terms supersede and replace any prior written or oral agreements between the Parties related to the subject matter of these BA Terms. 24. Survival. Sections 18, 19.2, 20, and 24 of these BA Terms shall survive the expiration or termination for any reason of the Agreement and/or these BA Terms. 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 19 of 20 EXHIBIT C Acceptable Use Policy All customers and users of the services and products provided by or through GA agree to comply with this Acceptable Use Policy (AUP) – it is part of your contract with us. The AUP reflects the use of our products and services at the time it was drafted, but it is not static. Updating and enhancing our products and services, along with changes in the way these products and services may be used, requires us to update our AUP from time-to-time. If we make changes that are more than typographical, we will provide notice to you by email to the address you provide us in your account. Termination provisions in the Services Agreement (the “Agreement”) will apply to changes that materially affect your use of the services. All material changes will be effective 30 days from posting here. Words that are capitalized in this AUP have the meanings given them in the Agreement. 1. Accurate Information You are required to provide us with accurate information. This requirement includes information you provide to us during sign up, and in communications with us. Failure to provide us with accurate information is a material breach of this AUP and the Agreement, and if not cured within the time set out in the Agreement will lead to termination. 2. Abuse It is your obligation to determine that your personnel are permitted to our services. You may not use GA’s network or services to engage in, foster, or promote illegal, abusive, or irresponsible behavior. You are responsible for the content you upload or transmit using our products and services. You may use this AUP as a baseline to determine whether a particular use is permitted. However, there may be uses that are not defined here that are not lawful, or are generally prohibited by the Internet community. We will contact you by email should you violate this AUP. You will be given an opportunity to cure this violation. If the violation endangers our ability to provide the services, or our other customers, we may immediately suspend you. The use of our products and Services in the following activities is strictly prohibited: o Any conduct that is likely to result in retaliation against the GA network or website, or GA’s employees, officers or other agents, including engaging in behavior that results in any server being the target of a denial of service attack; o Facilitating, encouraging or providing assistance to any activity that engages in hacking, spreading viruses or compromises security in any way; o Facilitating, encouraging or providing assistance to any activity that engages in defamation, slander, hate speech or any similar act; o Is excessively violent, incites violence, threatens violence, or contains harassing content or hate speech; o Is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes; o Creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; o Infringes on another person’s copyright, trade or service mark, patent, or other property right or is designed to circumvent protective systems; or 2023-2024 City of Ukiah, CA - Quality Audit and Management Agreement for Ukiah Valley Fire Authority Page 20 of 20 o Is otherwise illegal or solicits conduct that is illegal under laws applicable to you or to GA. 3. Bulk Email If applicable, you must comply with the CAN-SPAM Act of 2003 and other laws and regulations applicable to bulk or commercial email. You may use your Services to send bulk mail, if you comply with the CAN-SPAM Act of 2003. 4. Mail Requirements You must comply with the CAN-SPAM Act of 2003 and other laws and regulations applicable to bulk or commercial email. These policies apply to messages sent using your Services, or to messages sent from any network by you or any person on your behalf that directly or indirectly refer the recipient to a site or an email address hosted via your Service. GA may block the transmission of email that violates these provisions. GA may, at its discretion, require certain customers to seek advance approval for bulk and commercial email, which approval will not be granted unless the customer can demonstrate that all of the requirements stated above will be met. 5. Copyrighted Material GA complies with the Digital Millennium Copyright Act (“DMCA”). Customers are required to comply with U.S. copyright laws. If a copyright holder believes that GA customer has infringed a copyright, the copyright holder is required to comply with all provisions of the DMCA. If the copyright holder has reviewed the DMCA, and understand its provisions, it may submit your DMCA notice to GA.