AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND
DELOITTE CONSULTING LLP

 

THIS AGREEMENT, entered into this 27th day of June, 2006, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and DELOITTE CONSULTING LLP, hereinafter called "Contractor";

 

W I T N E S S E T H:

 

WHEREAS, pursuant to Government Code Section 31000, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof; and

 

WHEREAS, it is necessary and desirable that Contractor be retained for the purpose of consulting services for the Health Client Data Store “HCDS”;

 
 

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:

   

1.

Exhibits and Attachments

The following exhibits and attachments are included hereto and incorporated by reference herein:

Exhibit A—Services

Exhibit B—Payments and rates

Attachment H—HIPAA Business Associate requirements

Attachment I—§ 504 Compliance

   

2.

Services to be performed by Contractor

In consideration of the payments set forth herein and in Exhibit “B,” Contractor shall perform services for County in accordance with the terms, conditions, and specifications set forth herein and in Exhibit “A.”

 

3.

Payments

In consideration of the services provided by Contractor in accordance with all terms, conditions, and specifications set forth herein and in Exhibit "A," County shall make payment to Contractor based on the rates and in the manner specified in Exhibit "B." The County reserves the right to withhold payment if the quantity or quality of the work performed does not materially comply with the requirements of Exhibit “A”. In no event shall the County’s total fiscal obligation under this Agreement exceed SIX HUNDRED TWENTY THOUSAND TWO HUNDRED DOLLARS $620,200.

 

4.

Term and Termination

Subject to compliance with all terms and conditions, the term of this Agreement shall be from June 27, 2006 through February 10, 2007.

This Agreement may be terminated by Contractor or by the Chief Information Officer, or his/her designee, at any time without a requirement of good cause upon thirty (30) days’ written notice to the other party.

In the event of termination, all finished or unfinished documents, data, studies, maps, photographs,

reports, and materials (hereafter referred to as materials) prepared by Contractor under this Agreement

shall be promptly delivered to the County. Upon termination, the Contractor may make and retain a copy of such materials. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be a portion of the full payment which is determined by comparing the work/services completed to the work/services required by this Agreement.

 

5.

Availability of Funds

The County may terminate this Agreement or a portion of the services referenced in the Attachments and Exhibits based upon unavailability of Federal, State, or County funds, by providing written notice to Contractor as soon as is reasonably possible after the County learns of said unavailability of funding.

   

6.

Relationship of Parties

Contractor agrees and understands that the work/services performed under this Agreement are performed as an independent Contractor and not as an employee of the County and that Contractor acquires none of the rights, privileges, powers, or advantages of County employees.

 

7.

Hold Harmless

Contractor agrees to indemnify and defend the County, its employees and agents from any and all claims, damages and liability (i) for bodily injury or property damage to the extent directly and proximately caused by the negligence of the contractor in the performance of this agreement, and (ii) including any sanctions, penalties or claims of damages resulting from Contractor’s failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, to the extent applicable to its provision of services hereunder. The foregoing indemnity obligations are conditioned on the County providing Contractor with prompt notice of any claim for which indemnification shall be sought and cooperating in all reasonable respects with Contractor in connection with any such claim. Contractor shall be entitled to control the handling of any such claim and to defend or settle any such claim, in its sole discretion, with counsel of its own choosing.

 
 
   

8.

Assignability and Subcontracting

Contractor shall not assign this Agreement or any portion thereof to a third party or subcontract with a third party to provide services required by Contractor under this Agreement without the prior written consent of County. Any such assignment or subcontract without the County’s prior written consent shall give County the right to automatically and immediately terminate this Agreement.

 

9.

Insurance

A. The Contractor shall have in effect, during the entire life of this Agreement, Worker’s Compensation and Employer Liability Insurance providing full statutory coverage. In signing this Agreement, Contractor acknowledges that section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of the Code, and that compliance with such provisions before commencing the performance of this work of the Agreement is required under California Labor Code section 1861.

B.

The Contractor shall take out and maintain during the life of this Agreement Commercial General Liability, Automobile Liability, and Professional Liability Insurance with a minimum limit of liability of $1,000,000. The Commercial General Liability insurance shall be combined single limit bodily injury and property damage for each occurrence and shall not be less than the amount stated above, which has been specified by Risk Management.

Such insurance shall include:

(1) Commercial General Liability . . . . . . . . . . . . . . . . . .

(2) Automobile Liability Insurance . . . . . . . . . . . . . . . . . .

(3) Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,000,000

$1,000,000

$1,000,000

County and its officers, agents, employees and servants shall be included as additional insured on the Commercial General Liability and Automobile Liability policies of insurance, which shall also contain a provision that the insurance afforded thereby to the County, its officers, agents, employees, and servants shall be primary insurance to the full limits of liability of the policy, and that if the County or its officers and employees have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only.

 
   
 
   
   
   
     
   
   
   
 
 
 
 

10.

Compliance with Laws; payment of Permits/Licenses

All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, ordinances, and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment “H,” and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and incorporated by reference herein as Attachment “I,” which prohibits discrimination on the basis of handicap in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations.

In the event of a conflict between the terms of this Agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement.

Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance as may be required to comply with the Acts cited above.

 

11.

Non-Discrimination

A. Section 504 applies only to Contractors who are providing services to members of the public. Contractor shall comply with § 504 of the Rehabilitation Act of 1973, which provides that no otherwise qualified handicapped individual shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of this Agreement.

B. General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or be subjected to discrimination under this Agreement.

C. Equal employment opportunity. Contractor shall provide equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.

D. Violation of Non-discrimination provisions. Violation of the non-discrimination provisions of this Agreement may result in: i) termination of this Agreement; ii) disqualification of the Contractor from bidding on or being awarded a County contract for a period of up to 3 years; or iii) imposition of other appropriate contractual and civil remedies and sanctions.

   
 
 
 
     

To effectuate the provisions of this section, the County Manager shall have the authority to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under this Agreement.

   

 
 

E. Compliance with Equal Benefits Ordinance. With respect to the provision of employee benefits, Contractor shall comply with the County Ordinance which prohibits contractors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse.

F. The Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a), which is incorporated as if fully set forth herein.

G. Compliance with Contractor Employee Jury Service Ordinance. Contractor shall comply with the County Ordinance with respect to provision of jury duty pay to employees and have and adhere to a written policy that provides that its employees shall receive from the contractor, on an annual basis, no less than five days of regular pay for actual jury service in San Mateo County. The policy may provide that employees deposit any fees received for such jury service with the contractor or that the contractor deduct from the employees regular pay the fees received for jury service.

 

12.

Retention of Records, Right to Monitor and Audit

Contractor shall maintain all records related to the amounts invoiced under this Agreement for no less than three years after the County makes final payment or after termination of this contract and all other pending matters are closed. All such records shall be subject to the examination and/or audit by agents of the County, the State of California and/or Federal grantor agencies.

 

13.

Merger Clause

This Agreement, including the Exhibits and Attachments attached hereto and incorporated herein by reference, constitutes the sole Agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of this Agreement's date. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and signed by the parties. In the event of a conflict between the terms, conditions, or specifications set forth herein and those in Exhibits "A" and “B” attached hereto, the terms, conditions, or specifications set forth herein shall prevail.

   

14.

Controlling Law

The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder, the interpretation, and performance of this Agreement shall be governed by the laws of the State of California.

   

15.

Notices

Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when deposited in the United State mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed to:

    In the case of County, to:

    Chris Flatmoe, CIO/Director of Information Services

    County of San Mateo

    455 County Center, Third Floor

    Redwood City, CA 94063

    In the case of Contractor, to:

    Deloitte Consulting LLP

    50 Fremont Street

    San Francisco, CA 94105

    Attn: Lynda Gibson

16. Confidentiality

All financial, statistical, personal, technical, and other data and information relating to a party's operations which is made available to the other party in order to carry out this Agreement shall be presumed to be confidential. The receiving party shall protect said data and information from unauthorized use and disclosure by the observance of the same or more effective procedures as it uses for the protection of its own confidential and proprietary information, but in no event less than a reasonable degree of care. The receiving party shall not, however, be required by this paragraph to keep confidential any data or information which is or becomes publicly available, is already rightfully in the receiving party’s possession, is independently developed by the receiving party outside the scope of the Agreement or is rightfully obtained from third parties, or is subject to disclosure under the Public Records Act.

17. Ownership

18. Limitation on Damages

The County agrees that Contractor and its personnel shall not be liable to the County for any claim, liabilities or expenses relating to this engagement for an aggregate amount in excess of the fees paid by the County to Contractor pursuant to this Agreement, except to the extent finally judicially determined to have resulted from the bad faith or intentional misconduct of Contractor. In no event shall Contractor it its personnel be liable for consequential, special, indirect, incidental, punitive or exemplary loss, damage or expense relating to this engagement. In furtherance and not in limitation of the foregoing, Contractor will not be liable in respect of any decisions made by the County as a result of the performance by Contractor of its services hereunder, nor shall Contractor be liable for any services or products provided by third-party vendors, developers, or consultants, whether or not identified or referred to the County by Contractor. The foregoing provisions shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence), or otherwise. The limitations shall not apply to damages as a result of bodily injury, death or damage to real or tangible property to the extent directly and proximately caused by the negligence or willful misconduct of Contractor while engaged in the performance of services under this engagement.

19. Other Terms

 

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hands.

 
 

COUNTY OF SAN MATEO

A Political Sub-division of the

State of California

 
 
 

By:

 

Jerry Hill, President

Board of Supervisors, San Mateo County

 
 
 

Date:

 

ATTEST:

 
 

By:

Clerk of Said Board

 
 

Deloitte Consulting LLP

 

Contractor’s Signature

 
 

Date: June 19, 2006

Long Form Agreement/Business Associate v 6/24/04