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HomeMy WebLinkAboutResolution - 2003-R0199 - Conversion Services Agreement For Microfilm Services - Larson Systems, Inc. - 05/22/2003Resolution No. 2003-R0199 May 22, 2003 Item No. 33 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Conversion Services Agreement with Lason Systems, Inc. for microfilm and electronic imaging services. Said agreement is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council this 22nd ATTEST: CQ Rebecca Garza, City Secretary APPROVED AS TO CONTENT: APPROVED AS TO FORM: 4drold Willard, Assistant City Attorney js:ccdocs/Lacon Systems Inc Agreement.res May 12, 2003 day of mo Inns Resolution No. 2003-80199 May 22, 2003 a■■r �Item No. 33 wear► ,aw�wc �. �,.AM,:irrr wrrwr M",wwwiwNwMr AwONNNOW ram low The Infommdon Management Company April 22, 2003 LASON SYSTEMS, INC. CONVERSION SERVICES AGREEMENT Lason Systems, Inc. ("LASON") agrees to supply to The City of Lubbock ("CUSTOMER") located at, 1625 13`b Street, Lubbock, Texas and CUSTOMER agrees to purchase from LASON microfilm and electronic imaging services of City records as outlined in the exhibits below. The PARTIES agree to be bound by the following exhibits to this agreement, the terms and conditions of which are hereby incorporated by reference: A. STATEMENT OF WORK attached hereto as Exhibit A, which fully and completely describes the services (the "Services") to be provided by LASON to CUSTOMER. B. ASSUMPTIONS, attached hereto as Exhibit B and which have been provided by CUSTOMER to LASON in order to create the Statement of Work. C. PRICING SCHEDULE AND PAYMENT TERMS, attached hereto as Exhibit C and which are based on the Services to be provided to CUSTOMER. D. STANDARD TERMS AND CONDITIONS attached hereto as Exhibit D and which describe in detail all responsibilities, obligations, liabilities and warranties represented by this agreement. The Services to be provided to CUSTOMER under this Agreement are: ❑ Project X Repetitive ❑ Both Project and Repetitive Page 1 CUSTOMER Initials_ Resolution No. 2003—RO199 EXHIBIT A STATEMENT OF WORK 1. Document Shipping. LASON will provide combined pickup and delivery service to the City of Lubbock facility once per month at no charge to the City of Lubbock. Additional shipments, requested by Customer, will be billed at $25 each. CUSTOMER agrees to notify LASON within 24 hours if the pickup schedule is to be revised. 2. Document Preparation. Original documents may require preparation prior to microfilming or scanning. Preparation consists of any procedures necessary to make those documents camera or scanner -ready. LASON will provide required document preparation as needed. 3. Microfilming. LASON will microfilm all documents on 16mm or 35mm film as determined by document size. The microfilm process for 16mm film will be accomplished on a Kodak camera in duo mode and have blipping to denote indexing as required by the CUSTOMER. Large format 35mm filming will be done on a planetary camera. Microfilm will be jacket and indexed as required by each department. 4. Microfilm Standards. LASON will meet all Texas State Library and ANSI standards for every microfilm roll and be processed according to Kodak certified processing standards. Images will be accessible by a Minolta 606Z or Kodak Starvue Reader -Printer. 5. Microfilm Housing. LASON will place original microfilm on a plastic core spool with a film anchor and place in a cardboard box to be labeled according to CUSTOMER specifications. 6. Duplication. LASON will produce a diazo duplicate copy of all microfilm in either roll of fiche. 7. Scanning. LASON will provide scanning of documents as required by CUSTOMER to 200 DPI standard TIFF Group - IV images. 8. Indexing. LASON will index each scanned file by specifications to be determined by the appropriate departments. 9. Quality Assurance. LASON will provide quality assurance reviews of all images and CD-ROMs using LASON's exclusive LasonXport software. An error rate of 1 % or less will be maintained. Any images reprocessed will be at no cost to the CUSTOMER. 10. Software. LASON will provide the images on a CD-ROM that will include the images, indexing database and software to search, view and print images from CUSTOMER's computers using an OS of Windows 98SE or higher. Software on each CD is provided at no charge. 11. Duplication. LASON will provide a duplicate copy of the CD-ROM at no charge to the CUSTOMER. 12. Destruction. LASON will arrange third party destruction according to NAID standards. CUSTOMER agrees to provide a signed letter of destruction after positive confirmation that the images meet the satisfaction of the City Secretary's Department. This affirmation will be within 60 days of receipt of film or images. 13. Chart Request. LASON will provide access to records within Fifteen (15) minutes by fax or Twenty Four (24) hours for an original document. Each request will be made on a City File Return Form to be signed and faxed to LASON. LASON will note on the City of Lubbock Microfilm Log that a file has been returned prior to completion. 14. HIPAA. LASON has revised its Security Policies and Procedures to incorporate HIPAA requirements. A Business Associate Agreement will be established between the CUSTOMER and LASON. 15. Bid Specifications. Lason agrees to provide all services according to the specifications set forth by The City of Lubbock bid #104-0-2003/RW or as may be revised by mutual agreement of CUSTOMER and LASON. EXHIBIT B Page 2 CUSTOMER Initials i--� ASSUMPTIONS 1. Location of Conversion Services performed by LASON: 104 West Sixth Street Amarillo, Texas 79101 2. Documents/Images to be Converted: City of Lubbock records to include but not limited to Payroll, Human Resource, City Secretary, EIS, Parks, Community Development and Accounting. Records shall be in a paper file format that ranges in size from 8 '/z X 11 to 24"X36". Documents are in good to fair condition and have good contrast for readability. 3. Document Receipt LASON assumes that when we receive these records from the CUSTOMER that each file will have a face sheet(s) containing the pertinent information for indexing. 4. Conversion/Capture Quantities: Yearly- Approx. 800,000 pages 5. Quality Assumptions: LASON will deliver quality images from readable source documents. A readable source document is defined as any document which, when reproduced in an automated production environment using a standard copy machine, will produce a copy upon which all characters or numbers can be recognized and understood by visual observation. 6. Destruction/Return Schedule for Documents: All source documents will be destroyed as described above in the Statement of Work, unless it is CUSTOMER'S desire to have them returned. Page 3 CUSTOMER Initials tom' Resolution No. 2003—RO199 EXHIBIT C PRICING SCHEDULE AND PAYMENT TERMS 1. Price Per Image. The City of Lubbock will be invoiced monthly in accordance with the number of images converted by LASON. An `image' is defined as a single sided page. Two sided documents are considered to be two images. 2. Billing. Each bill for services will be forwarded to the City Secretary of the City of Lubbock and will include the roll numbers and/or CD numbers, the number of images on each media for each department 3. Payment. Invoices are payable upon 30 days of receipt of invoice. 4. Contract Term. The term of this contract commences on the date of execution by the Mayor of the City of Lubbock and continues without interruption for a term of one (1) year. The term shall be automatically extended for two (2) additional one (1) year terms unless either party to this agreement shall give written notice of its desire to terminate the agreement at least thirty (30) days prior to the expiration of the first or second one (1) year term. Microfilming Services Document Prep $ 11.00 per hour Microfilm Diazo Duplication Duplicate 16mm roll film 100 foot rolls $ 10.00 215 foot rolls $ 14.00 per roll Duplicate 35mm roll film $ 12.50 per roll Duplicate jackets to fiche $ 0.060 each 16mm Microfilm in either Duo. Duplex or Simblex Microfilming documents up to 8.5"x14" to 16mm roll film $ 0.029 per image Microfilming documents up to 14"x19" to 16mm roll film $ 0.039 per image Microfilming and Jacketing 16mm microfilm -2 indexes $ 0.048 per image Jacketing duplicate film $ 0.010 per image Microfilming documents to 16mm roll film with CAR indexing 2 fields $ 0.033 per image 35mm Microfilm $ 0.010 per image Microfilming Large format documents to 35mm up to 24"06" $ 0.121 per image Microfilming and Jacketing 35mm microfilm- 2 indexes $ 0.155 per image ALL MICROFILMING PRICING INCLUDES FILM PROCESSING Scanning Document Prep $ 11.00 per hour Scanning pages up to legal size with one index field $ 0.050 per image Scanning pages from 11 "x17' with one index field $ 0.053 per image Large format images scanned from 35mm microfilm $ 0.160 per image Additional index fields $ 0.010 per image One FREE Duplicate CD provided -additional copies $ 10.000 each Document destruction $ 1.00 per thousand Once per Month Scheduled Transportation Special Transportation Page 4 N/C per trip $ 25.00 per trip CUSTOMER Initials W Per image pricing above is defined as the number of images processed as opposed to the number of pages. For example 5 pages that have information on both sides are considered to be 10 images. OPTIONAL SECOND YEAR INCREASE OPTIONAL THIRD YEAR INCREASE Page 5 CUSTOMER Initials 1, P 3.0% 3.0% Resolution No. 2003-RO199 EXHIBIT D TERMS AND CONDITIONS 1. Engagement. The City of Lubbock engages LASON to provide to The City of Lubbock the services set forth on the Statement of Work attached hereto as Exhibit A (the "Services"), and LASON hereby accepts such engagement for and in consideration of the compensation hereinafter provided, .and agrees to perform the Services in a professional, timely and workmanlike manner, consistent with industry standards, and in accordance with and subject to the terms and conditions of this Agreement. The City of Lubbock hereby agrees that during the term of this Agreement (including any renewal term), LASON shall provide to The City of Lubbock of the type of services included in the Services. 2. Billing and Payment. The City of Lubbock shall pay LASON for the Services at the rates and charges set forth in the Pricing Schedule and Payment Terms attached hereto as Exhibit C. In addition to the foregoing, the following policies with respect to billing and payment shall apply: (a) Invoices are due and payable upon 30 days of receipt of invoice. (b) The City of Lubbock and LASON agree that time is of the essence for payment of all invoices. If The City of Lubbock disagrees with an invoice, The City of Lubbock shall timely pay that portion of the invoiced amount not in dispute and, within five (5) days of the invoice date, deliver written notice to LASON, specifying in reasonable detail the basis of The City of Lubbock' dispute. LASON and The City of Lubbock agree to meet in good faith to discuss a resolution to The City of Lubbock' dispute. If, the dispute is not resolved to each party's mutual satisfaction, LASON and The City of Lubbock shall have the right to resort to any legal or equitable remedies available to them under law in order to finally resolve the dispute. 3. Change in Scope. The City of Lubbock hereby acknowledges that the rates and charges for the Services are based upon the Statement of Work and, among other factors, the Assumptions set forth on Exhibit B attached hereto. LASON, therefore, reserves the right to change its rates and charges to The City of Lubbock if the Statement of Work or the Assumptions are materially different from such Exhibits. In the event The City of Lubbock requests any change in the Services after the date hereof, such change shall be deemed a change to the Statement of Work attached hereto as Exhibit A. LASON and The City of Lubbock agree that they will modify the Statement of Work to reflect such changes. If the changes impact labor, materials, time or other direct or indirect costs, then new prices will be mutually determined by LASON and The City of Lubbock. The parties agree that LASON shall not be required to perform any additional or modified Services (except where noted in the Statement of Work item 1) until such time as the parties shall have executed and delivered to the other written amendments to the Statement of Work and the Pricing Schedule and Payment Terms to reflect such additional or modified Services. 5. Confidentiality. LASON hereby acknowledges that in performing the Services, it may be furnished or otherwise be provided access to The City of Lubbock' confidential information, including trade secrets and other proprietary information, all of which is clearly marked as confidential by The City of Lubbock. LASON hereby agrees and covenants to hold in trust and confidence all such information during and following the term of this Agreement; provided, however, that LASON may disclose such confidential information if required by any law or court order. 6. Title to Work Product. LASON and The City of Lubbock hereby agree that all deliverables and other work product of LASON created and produced exclusively for The City of Lubbock pursuant to the terms of this Agreement (the "Intellectual Property"), shall be the property of The City of Lubbock. The City of Lubbock will retain exclusive right and title in and to said Intellectual Property. 7. Risk of Loss and Insurance. The City of Lubbock acknowledges that it has unique knowledge of the value of any electronic data processing media, papers or other tangible personal property furnished by The City of Lubbock to LASON Page 6 CUSTOMER Initials in connection with the provision of the Services (the "The City of Lubbock Property"). LASON carries insurance should the loss result from Lason's negligent or willful acts or omissions. However, the value of the loss that Lason can insure against is limited to the value of the paper or property and not the cost to reproduce or recreate the data, paper or documents. 8. Warranties; Limitation of Liability; and Remedies. LASON will provide the Services to The City of Lubbock according to industry standards. LASON MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FUNCTION. As a material inducement for LASON to provide the Services at the rates and charges stated herein, The City of Lubbock agrees that, in no event, shall LASON be liable for (a) any loss, expense or damage associated with The City of Lubbock or a third party's loss of revenue, profits, savings business or goodwill or (b) any indirect, exemplary, proximate, consequential or incidental damages and expenses of any nature relating to this Agreement or the Services. The City of Lubbock's sole and exclusive remedy in the case of a breach of this Agreement by LASON shall be a refund of the price paid for those Services not provided in accordance with the terms of this Agreement as a result of LASON's breach. 9. Termination. This Agreement may be terminated (a) by either party upon (60) days written notice to the other party, (b) by mutual agreement of The City of Lubbock and LASON, (c) in the event The City of Lubbock materially breaches this Agreement, by LASON upon thirty (30) days written notice to The City of Lubbock provided that The City of Lubbock has not, within such thirty day period, cured such breach, or (d) in the event LASON materially breaches this Agreement, by The City of Lubbock upon thirty (30) days written notice to LASON provided that LASON has not, within such thirty day period, cured such breach. If either party files suit as a result of a material breach, the prevailing party shall be entitled to recover its reasonable attorney's fees as fixed by the court. The parties agree that the minimum monthly charge, if any, provided in this Agreement shall not be used as the measure of damages. 10. Force Maieure. Other than with respect to failure to make payments due hereunder, neither party shall be liable under this Agreement for delays, failure to perform damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond their reasonable control, provided that the party affected by such event shall immediately begin or resume performance as soon as practicable after the event has been abated. 11. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be effective and deemed to have been received (a) when delivered in person, (b) 5 days after having been mailed by certified or registered United States mail, postage prepaid, return receipt requested, or (c) the next business day after having been sent by a nationally recognized overnight mail or courier service, return receipt requested. Notices shall be sent to the parties at their respective addresses appearing on the signature page to this Agreement. 12. Binding Effect. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties to this Agreement and their respective successors and assigns. 13. Entire Agreement. The parties agree to be bound by the terms of this Agreement and further agree that this Agreement is the complete and exclusive statement of agreement between the parties. This Agreement supersedes all agreements, proposals, oral or written, and other communications between the parties relating to the subject matter of this Agreement. No amendment or modification to this Agreement and no waiver of any provision shall be valid unless in writing and signed by both parties. If The City of Lubbock issues a purchase order or memorandum or other instrument covering the Services provided herein, such purchase order, memorandum or other instrument shall be for The City of Lubbock's internal purposes only, and any and all terms and conditions contained therein, whether printed or written, shall not vary, modify or add to the terms and conditions of this Agreement. 14. Governing Law. THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THE PARTIES HEREBY IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF TEXAS, COUNTY OF LUBBOCK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS CONTRACT OR THE ACTIONS THAT ARE CONTEMPLATED HEREBY. The law of the state within which Page 7 CUSTOMER Initials W— the Services are to be provided shall govern the validity, construction and effect of this Agreement. In the event Services are to be provided in more than one state, the law of the State of Texas shall govern. 15. Failure to Meet Performance Standards. Upon written notice by The City of Lubbock, or any discovery by LASON of LASON's failure to meet any Performance Standard set forth in this Agreement, LASON will use its commercially best efforts and will take such reasonable measures as necessary to (i) correct such failure within twenty-one (21) business days of LASON'S receipt of such notice or discovery; and (ii) meet thereafter, on a consistent and on-going basis such specified Performance Standard. The Parties agree that LASON will bear the cost of any personnel overtime, increased staffing, or other measures taken by LASON to meet, or correct its failure to meet any Performance Standard. The Parties acknowledge and agree that LASON'S FAILURE TO (a) timely correct its noncompliance with any Performance Standard within twenty- one (21) business days of The City of Lubbock's notice to LASON or LASON's discovery of such errors, or for any Performance Standards which cannot be corrected within such twenty-one (21) business days, LASON's failure to commence such correction within such period and to proceed with such correction with all due diligence and in a manner acceptable to The City of Lubbock, or (b) thereafter consistently meet any Performance Standard on an ongoing basis; will constitute a material breach of this Agreement. 16. Compliance With Applicable Laws. LASON shall comply with all federal, state and local laws, statutes, ordinances, rules, and regulations relating, in any way, manner or form, to the activities under this contract, and any amendment thereto. In witness whereof, this agreement has been executed by a respective signatory of each parry whose signature appears below and is on the date of this Agreement duly authorized by all necessary and required corporate action to execute this agreement. ATTEST; WIN. W - Secretary APPROVED AS TO CONTENT: Owner's Representative APPROVED AS TO FORM: 6�—a City Attorney ATTEST: Corporate Secretary Page 8 CONTRACTOR: LASON Systems, Inc. COMPLETE ADDRESS: LASON Systems, Inc. 104 West Sixth Street Amarillo, Texas 79101 CUSTOMER Initials W Lason shall implement and maintain appropriate safeguards to prevent the use or disclosure of Protected Health Information other than as provided herein. Lason shall report to Covered Entity any use or disclosure of Protected Health Information in violation of this Agreement or the Master Agreement in which Lason becomes aware. 4. Lason agrees that anytime information is provided to or made available to any subcontractors or agents, Lason shall enter into a subcontract with the subcontractor or agent that contains the same terms, conditions and restrictions on the use and disclosure of information as contained in this Contract. 5. Lason shall make Protected Health Information available through and upon written request of the Covered Entity, to the individual subjects of such information. 6. Lason shall incorporate into this Agreement any amendments or corrections to Protected Health Information when notified by Covered Entity. 7. Lason shall provide for an accounting of uses and disclosures of Protected Health Information as requested by Covered Entity. 8. Lason shall make its internal practices, books and records relating to the use and disclosure of Protected Health Information available to the Secretary of the Department of Health and Human Services (HHS) as necessary for purposes of determining Covered Entity's compliance with the HIPAA Privacy Rule. 9. At termination of this Agreement Lason agrees to return or destroy all information received from, or created or received by Lason on behalf of Covered Entity. Lason agrees not to retain any copies of the information after termination of this contract. If return or destruction of the information is not feasible, Lason agrees to extend the protections of this Agreement for as long as necessary to protect the information after the termination of this Contract. 10. Covered Entity may terminate this agreement if it determines that Lason has violated a material term of this agreement after first providing written notice of such breach to Lason. Lason will then have 72 hours to rectify said breach and notify Covered Entity of the resolution. 11. If termination of the contract is not feasible, then Covered Entity must report this violation to the Secretary of HHS. 12. The information shall be and remain the property of Covered Entity. Lason agrees that it acquires no title or rights to the information, including any de -identified information, as a result of this Contract. In witness whereof, Lason (Business Associate) and The City of L this Contract to be signed and delivered by their duly authorized re above. Lason Syst s, Ii By: X PrintName: 15 K641eNc-7 Title: Cy�16 The By: Prii Tit] ATTEST: Reb cca Garza, City Se re Resolution No. 2003—RO199 Business Associate Agreement The Business Associate Agreement (the "Agreement"), effective May 22, 20032 is entered into by and between Lason, Inc. (the "Business Associate") and The City of Lubbock_ (the "Covered Entity") (each a "Party" and collectively the "Parties"). The Business Associate is a provider of document imaging services and the Covered Entity is a political subdivision of the State of Texas. The Parties have a verbal agreement (the " Master Agreement") under which the Business Associate regularly uses and/or discloses Protected Health Information in its performance of the Services described. Both Parties are committed to complying with the Standards for Privacy of Individually Identifiable Health Information under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). This Agreement, sets forth the terms and conditions, pursuant to which the Protected Health Information, that is provided, created or received by the Business Associate, from or on behalf of the Covered Entity, will be handled between the Business Associate and the Covered Entity and with third parties during the term of the Master Agreement and after its termination.. The Parties agree as follows: Covered Entity will make available to Lason certain information (medical records, patient information that is confidential and must be afforded special treatment and protection.)in conjunction with. Document Imaging Services by Lason to Covered Entity pursuant to the Master Agreement. Lason will have access to and/or receive from Covered Entity certain Information that can be used or disclosed only in accordance with this Agreement, the Master Agreement and the Department of Health and Human Service Privacy Regulations. Covered Entity and Lason agree as follows: Lason shall not use or disclose Protected Health Information except as provided in this Agreement, the Master Agreement or required by law. A) The City of Lubbock agrees to provide Lason with a list of employees who are authorized to request retrieval ofgovernment documents. The City of Lubbock will be responsible for ensuring the fax machine is in a secured area for the receipt of confidential information. B) The City of Lubbock will fax to Lason a written, signed and dated release of information request to Lason at: (806)373-8448. Lason will verb the name of the requestor and the incoming fax number prior to retrieving the requested document(s). Lason will verbally contact the original requestor prior to faxing or physically returning the documents and confirm request, verify documents, fax number and/or ship to address. C) Lason will return requested documents per The City of Lubbock instructions. Fax requested returns will be to the authorized requestors attention at (�806 775_- 3983 (secondary fax number(_) -- -.Physical return of documents will be to the authorized requestors attention at: The City of Lubbock, 162513th Street, Lubbock, TX 79401 D) Lason will document method of return and original written authorization of release. Lason will maintain all release information for a period of six (6) years.