COMPLETED BOARD ORDER"�|E���Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No. A-12003
a. Approve and authorize the Contracts/Purchasing Officer to
sign a three fiscal year term Professional Services
Agreement July 1, 2011 to June 30, 2014) with Aegis
Rapidtext, Inc. for the provision of medical translation and
transcription services in the amount of $20,000 for Fiscal
Year 2011-12, $20,000 for Fiscal Year 2012-13, and
$20,000 for Fiscal year 2013-14 for a total Agreement
amount of $60,000; and
b. Authorize the Contracts/Purchasing Officer to sign up to
three future amendments to the Agreement where the
amendments do not exceed 10% of the original Agreement
amount and do not significantly change the scope of work or
result in an increase in County General Fund Contribution...
Upon motion of Supervisor Salinas, seconded by Supervisor Armenta, and carried by
those members present, the Board hereby;
a. Approved and authorized the Contracts/Purchasing Officer to sign a three
fiscal year term Professional Services Agreement July 1, 2011 to June 30,
2014) with Aegis Rapidtext, Inc. for the provision of medical translation and
transcription services in the amount of $20,000 for Fiscal Year 2011-12,
$20,000 for Fiscal Year 2012-13, and $20,000 for Fiscal year 2013-14 for a
total Agreement amount of $60,000; and
b. Authorized the Contracts/Purchasing Officer to sign up to three future
amendments to the Agreement where the amendments do not exceed 10% of
the original Agreement amount and do not significantly change the scope of
work or result in an increase in County General Fund Contribution.
PASSED AND ADOPTED on this 14th day of June, 2011, by the following vote, to wit:
AYES: Supervisors Armenta, Calcagno, Salinas, Parker, and Potter
NOES: None
ABSENT: None
I, Gail T. Borkowski, Clerk of the Board of Supervisors of the County of Monterey, State of California, hereby
certify that the foregoing is a true copy of an original order of said Board of Supervisors duly made and entered
in the minutes thereof of Minute Book 75 for the meeting on June 14, 2011.
Dated: June 17, 2011 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
By
38
Deputy
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COMPLETED BOARD ORDER"�|E���COUNTY OF MONTEREY AGREEMENT FOR PROFESSIONAL SERVICES
MORE THAN $100.000)*
This Professional Services Agreement Agreement") is made by and between the County of Monterey, a
political subdivision of the State of California hereinafter County") and:
Aegis RapidText, Incorporated
hereinafter CONTRACTOR").
In consideration of the mutual covenants and conditions set forth in this Agreement, the parties agree as
follows:
1. SERVICES TO BE PROVIDED. The County hereby engages CONTRACTOR to perform, and
CONTRACTOR hereby agrees to perform, the services described in Exhibit A in conformity with the terms of
this Agreement. The services are generally described as follows:
Provide translation and/or transcription of medical records, reports, interviews, conversations, notes and
letters, as required by the County.
2. PAYMENTS BY COUNTY. County shall pay the CONTRACTOR in accordance with the payment
provisions set forth in Exhibit A, subject to the limitations set forth in this Agreement. The total amount
payable by County to CONTRACTOR under this Agreement shall not exceed the sum of $ 60,000
3. TERM OF AGREEMENT. The term of this Agreement is from July 1, 2011 to
June 30, 2014 unless sooner terminated pursuant to the terms of this Agreement. This
Agreement is of no force or effect until signed by both CONTRACTOR and County and with County signing
last, and CONTRACTOR may not commence work before County signs this Agreement.
4. ADDITIONAL PRO VISIONS/EXIBBITS. The following attached exhibits are incorporated herein by
reference and constitute a part of this Agreement:
Exhibit A Scope of Services/Payment Provisions
Exhibit B Assurance of Compliance with Monterey County's Cultural Competency Policy
Exhibit C Business Associate Agreement
5. PERFORMANCE STANDARDS.
5.01. CONTRACTOR warrants that CONTRACTOR and CONTRACTOR's agents, employees, and
subcontractors performing services under this Agreement are specially trained, experienced, competent, and
appropriately licensed to perform the work and deliver the services required under this Agreement and are not
employees of the County, or immediate family of an employee of the County.
5.02. CONTRACTOR, its agents, employees, and subcontractors shall perform all work in a safe and
skillful manner and in compliance with all applicable laws and regulations. All work performed under this
Agreement that is required by law to be performed or supervised by licensed personnel shall be performed in
accordance with such licensing requirements.
*Approved by County Board of Supervisors on
PSA over $100,000, Revised 10/09/08 1 of 9 Project ID: Aegis RapidText, Inc.
FY 2011-12 thru FY 2013-14
NTE: $60,000
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COMPLETED BOARD ORDER"�|E���5.03. CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel necessary
to carry out the terms of this Agreement, except as otherwise specified in this Agreement. CONTRACTOR
shall not use County premises, property including equipment, instruments, or supplies) or personnel for any
purpose other than in the performance of its obligations under this Agreement.
6. PAYMENT CONDITIONS.
6.01. CONTRACTOR shall submit to the Contract Administrator an invoice on a form acceptable to
County. If not otherwise specified, the CONTRACTOR may submit such invoice periodically or at the
completion of services, but in any event, not later than 30 days after completion of services. The invoice shall
set forth the amounts claimed by CONTRACTOR for the previous period, together with an itemized basis for
the amounts claimed, and such other information pertinent to the invoice as the County may require. The
Contract Administrator or his or her designee shall certify the invoice; either in the requested amount or in such
other amount as the County approves in conformity with this Agreement, and shall promptly submit such
invoice to the County Auditor-Controller for payment. The County Auditor-Controller shall pay the amount
certified within 30 days of receiving the certified invoice.
6.02. CONTRACTOR shall not receive reimbursement for travel expenses unless set forth in this
Agreement.
7. TERMINATION.
7.01. During the term of this Agreement, the County may terminate the Agreement for any reason by
giving written notice of termination to the CONTRACTOR at least thirty 30) days prior to the effective date of
termination. Such notice shall set forth the effective date of termination. In the event of such termination, the
amount payable under this Agreement shall be reduced in proportion to the services provided prior to the date of
termination.
7.02. The County may cancel and terminate this Agreement for good cause effective immediately upon
written notice to CONTRACTOR. Good cause" includes the failure of CONTRACTOR to perform the
required services at the time and in the manner provided under this Agreement. If County terminates this
Agreement for good cause, the County may be relieved of the payment of any consideration to
CONTRACTOR, and the County may proceed with the work in any manner, which County deems proper. The
cost to the County shall be deducted from any sum due the CONTRACTOR under this Agreement.
8. INDEMNIFICATION. CONTRACTOR shall indemnify, defend, and hold harmless the County, its
officers, agents, and employees, from and against any and all claims, liabilities, and losses whatsoever
including. damages to property and injuries to or death of persons, court costs, and reasonable attorneys' fees)
occurring or resulting to any and all persons, firms or corporations furnishing or supplying work, services,
materials, or supplies in connection with the performance of this Agreement, and from any and all claims,
liabilities, and losses occurring or resulting to any person, firm, or corporation for damage, injury, or death
arising out of or connected with the CONTRACTOR's performance of this Agreement, unless such claims,
liabilities, or losses arise out of the sole negligence or willful misconduct of the County. CONTRACTOR's
performance" includes CONTRACTOR's action or inaction and the action or inaction of CONTRACTOR's
officers, employees, agents and subcontractors.
PSA over $100,000, Revised 10/09/08 2 of 9 Project ID: Aegis RapidText, Inc.
FY 2011-12 thru FY 2013-14
NTE: $60,000
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COMPLETED BOARD ORDER"�|E���9.0 INSURANCE.
9.01 Evidence of overage:
Prior to commencement of this Agreement, the Contractor shall provide a Certificate of
Insurance" certifying that coverage as required herein has been obtained. Individual endorsements
executed by the insurance carrier shall accompany the certificate. In addition the Contractor upon
request shall provide a certified copy of the policy or policies.
This verification of coverage shall be sent to the County's, Contracts/Purchasing Department,
unless otherwise directed. The Contractor shall not receive a Notice to Proceed" with the work
under this Agreement until it has obtained all insurance required and such, insurance has been
approved by the County. This approval of insurance shall neither relieve nor decrease the liability
of the Contractor.
9.02 Qualifying Insurers:
All coverage's, except surety, shall be issued by companies which hold a current policy holder's
alphabetic and financial size category rating of not less than A- VII, according to the current
Best's Key Rating Guide or a company of equal financial stability that is approved by the
County's Purchasing Manager.
9.03 Insurance Coverage Requirements:
Without limiting CONTRACTOR's duty to indemnify, CONTRACTOR shall maintain in effect
throughout the term of this Agreement a policy or policies of insurance with the following
minimum limits of liability:
Commercial general liability insurance, including but not limited to premises and operations,
including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability,
Broadform Property Damage, Independent Contractors, Products and Completed Operations, with
a combined single limit for Bodily Injury and Property Damage of not less than $1,000,000 per
occurrence.
Exemption/Modification Justification attached; subject to approval).
Business automobile liability insurance, covering all motor vehicles, including owned, leased,
non-owned, and hired vehicles, used in providing services under this Agreement, with a combined
single limit for Bodily Injury and Property Damage of not less than $1,000,000 per occurrence.
Exemption/Modification Justification attached; subject to approval).
Workers' Compensation Insurance if CONTRACTOR employs others in the performance of this
Agreement, in accordance with California Labor Code section 3700 and with Employer's Liability
limits not less than $1,000,000 each person, $1,000,000 each accident and $1,000,000 each
disease.
Exemption/Modification Justification attached; subject to approval).
PSA over $100,000, Revised 10/09/08 3 of 9 Project ID: Aegis RapidText, Inc.
FY 2011-12 thru FY 2013-14
NTE: $60,000
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COMPLETED BOARD ORDER"�|E���Professional liability insurance, if required for the professional services being provided, e.g.,
those persons authorized by a license to engage in a business or profession regulated by the
California Business and Professions Code), in the amount of not less than $1,000,000 per claim
and $2,000,000 in the aggregate, to cover liability for malpractice or errors or omissions made in
the course of rendering professional services. If professional liability insurance is written on a
claims-made" basis rather than an occurrence basis, the CONTRACTOR shall, upon the
expiration or earlier termination of this Agreement, obtain extended reporting coverage tail
coverage") with the same liability limits. Any such tail coverage shall continue for at least three
years following the expiration or earlier termination of this Agreement.
Exemption/Modification Justification attached; subject to approval).
9.04 Other Insurance Requirements.
All insurance required by this Agreement shall be with a company acceptable to the County and
issued and executed by an admitted insurer authorized to transact Insurance business in the State
of California. Unless otherwise specified by this Agreement, all such insurance shall be written on
an occurrence basis, or, if the policy is not written on an occurrence basis, such policy with the
coverage required herein shall continue in effect for a period of three years following the date
CONTRACTOR completes its performance of services under this Agreement.
Each liability policy shall provide that the County shall be given notice in writing at least thirty
days in advance of any endorsed reduction in coverage or limit, cancellation, or intended non-
renewal thereof. Each policy shall provide coverage for Contractor and additional insureds with
respect to claims arising from each subcontractor, if any, performing work under this Agreement,
or be accompanied by a certificate of insurance from each subcontractor showing each
subcontractor has identical insurance coverage to the above requirements.
Commercial general liability and automobile liability policies shall provide an endorsement
naming the County of Monterey, its officers, agents, and employees as Additional Insureds with
respect to liability arising out of the CONTRACTOR'S work, including ongoing and completed
gyrations, and shall rther provide that such insurance is primary insurance to any insurance or
self-insurance maintained by the County and that the insurance of the Additional Insureds shall
not be called upon to contribute to a loss covered by the CONTRACTOR'S insurance. The
required endorsement form for Commercial General Liability Additional Insured is ISO Form CG
20 10 11-85 or CG 20 10 10 01 in tandem with CG 20 37 10 01 2000). The required
endorsement form for Automobile Additional Insured endorsement is ISO Form CA 20 48 02 99.
Prior to the execution of this Agreement by the County, CONTRACTOR shall file certificates of
insurance with the County's contract administrator and County's Contracts/Purchasing Division,
showing that the CONTRACTOR has in effect the insurance required by this Agreement. The
CONTRACTOR shall file a new or amended certificate of insurance within five calendar days
after any change is made in any insurance policy, which would alter the information on the
certificate then on file. Acceptance or approval of insurance shall in no way modify or change the
indemnification clause in this Agreement, which shall continue in full force and effect.
PSA over $100,000, Revised 10/09/08 4 of 9 Project ID: Aegis RapidText, Inc.
FY 2011-12 thru FY 2013-14
NTE: $60,000
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AI102669-U03
DO103535-U03
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16614-U05
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411-HEALTH-U08
MCKEE-U09
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MCKEES-U10
6/1/2011-U011
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JULY-U012
1,-U012
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TO-U012
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30,-U012
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IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2011-12,-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2012-13,-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2013-14-U012
A-U012
TOTAL-U012
AGREEMENT-U012
AMOUNT-U012
OF-U012
$60,000;-U012
B.-U012
AUTHORIZE-U012
THE-U012
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OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
THE-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
THE-U012
ORIGINAL-U012
AGREEMENT-U012
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CHANGE-U012
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COMPLETED BOARD ORDER"�|E���CONTRACTOR shall at all times during the term of this Agreement maintain in force the
insurance coverage required under this Agreement and shall send, without demand by County,
annual certificates to County's Contract Administrator and County's Contracts/Purchasing
Division. If the certificate is not received by the expiration date, County shall notify
CONTRACTOR and CONTRACTOR shall have five calendar days to send in the certificate,
evidencing no lapse in coverage during the interim. Failure by CONTRACTOR to maintain such
insurance is a default of this Agreement, which entitles County, at its sole discretion, to terminate
this Agreement immediately.
10. RECORDS AND CONFIDENTIALITY.
10.01 Confidentiality. CONTRACTOR and its officers, employees, agents, and subcontractors shall
comply with any and all federal, state, and local laws, which provide for the confidentiality of
records and other information. CONTRACTOR shall not disclose any confidential records or other
confidential information received from the County or prepared in connection with the performance
of this Agreement, unless County specifically permits CONTRACTOR to disclose such records or
information. CONTRACTOR shall promptly transmit to County any and all requests for
disclosure of any such confidential records or information. CONTRACTOR shall not use any
confidential information gained by CONTRACTOR in the performance of this Agreement except
for the sole purpose of carrying out CONTRACTOR's obligations under this Agreement.
10.02 County Records. When this Agreement expires or terminates, CONTRACTOR shall return to
County any County records which CONTRACTOR used or received from County to perform
services under this Agreement.
10.03 Maintenance of Records. CONTRACTOR shall prepare, maintain, and preserve all reports and
records that may be required by federal, state, and County rules and regulations related to services
performed under this Agreement. CONTRACTOR shall maintain such records for a period of at
least three years after receipt of final payment under this Agreement. If any litigation, claim,
negotiation, audit exception, or other action relating to this Agreement is pending at the end of the
three year period, then CONTRACTOR shall retain said records until such action is resolved.
10.04 Access to and Audit of Records. The County shall have the right to examine, monitor and audit
all records, documents, conditions, and activities of the CONTRACTOR and its subcontractors
related to services provided under this Agreement. Pursuant to Government Code section 8546.7,
if this Agreement involves the expenditure of public funds in excess of $10,000, the parties to this
Agreement may be subject, at the request of the County or as part of any audit of the County, to
the examination and audit of the State Auditor pertaining to matters connected with the
performance of this Agreement for a period of three years after final payment under the
Agreement.
10.05 Royalties and Inventions. County shall have a royalty-free, exclusive and irrevocable license to
reproduce, publish, and use, and authorize others to do so, all original computer programs,
writings, sound recordings, pictorial reproductions, drawings, and other works of similar nature
produced in the course of or under this Agreement. CONTRACTOR shall not publish any such
material without the prior written approval of County.
PSA over $100,000, Revised 10/09/08 5 of 9 Project ID: Aegis RapidText, Inc.
FY 2011-12 thru FY 2013-14
NTE: $60,000
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102669-U03
DO103535-U03
C11-U03
BOARD-U03
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6/28/2011-U04
HANCOCKD-U04
16614-U05
4-U06
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TO-U07
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MCKEE-U09
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6/1/2011-U011
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$20,000-U012
FISCAL-U012
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2012-13,-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2013-14-U012
A-U012
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AGREEMENT-U012
AMOUNT-U012
OF-U012
$60,000;-U012
B.-U012
AUTHORIZE-U012
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OFFICER-U012
TO-U012
SIGN-U012
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THE-U012
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THE-U012
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EXCEED-U012
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10%)-U012
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COMPLETED BOARD ORDER"�|E���11. NON-DISCRIMINATION. During the performance of this Agreement, CONTRACTOR, and its
subcontractors, shall not unlawfully discriminate against any person because of race, religious creed, color,
sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age
over 40), or sexual orientation, either in CONTRACTOR's employment practices or in the furnishing of
services to recipients. CONTRACTOR shall ensure that the evaluation and treatment of its employees and
applicants for employment and all persons receiving and requesting services are free of such discrimination.
CONTRACTOR and any subcontractor shall, in the performance of this Agreement, fully comply with all
federal, state, and local laws and regulations, which prohibit discrimination. The provision of services
primarily or exclusively to such target population as may be designated in this Agreement shall not be
deemed to be prohibited discrimination.
12. COMPLIANCE WITH TERMS OF STATE OR FEDERAL GRANT. If this Agreement has been or
will be funded with monies received by the County pursuant to a contract with the state or federal
government in which the County is the grantee, CONTRACTOR will comply with all the provisions of said
contract, to the extent applicable to CONTRACTOR as a subgrantee under said contract, and said
provisions shall be deemed a part of this Agreement, as though fully set forth herein. Upon request, County
will deliver a copy of said contract to CONTRACTOR, at no cost to CONTRACTOR.
13. INDEPENDENT CONTRACTOR. In the performance of work, duties, and obligations under this
Agreement, CONTRACTOR is at all times acting and performing as an independent contractor and not as
an employee of the County. No offer or obligation of permanent employment with the County or particular
County department or agency is intended in any manner, and CONTRACTOR shall not become entitled by
virtue of this Agreement to receive from County any form of employee benefits including but not limited to
sick leave, vacation, retirement benefits, workers' compensation coverage, insurance or disability benefits.
CONTRACTOR shall be solely liable for and obligated to pay directly all applicable taxes, including
federal and state income taxes and social security, arising out of CONTRACTOR's performance of this
Agreement. In connection therewith, CONTRACTOR shall defend, indemnify, and hold County harmless
from any and all liability, which County may incur because of CONTRACTOR's failure to pay such taxes.
14. NOTICES. Notices required under this Agreement shall be delivered personally or by first-class, postage
pre-paid mail to the County and CONTRACTOR'S contract administrators at the addresses listed below:
FOR COUNTY:
Wayne Clark, PhD., Behavioral Health Director
Name and Title
1270 Natividad Rd., Salinas, CA 93906
Address
831-755-4580
Phone
PSA over $100, 000, Revised 10/09/08
FOR CONTRACTOR:
Waldo Posner, Account Executive/Sales Manager
Name and Title
111 N. First Street, Suite 201, Burbank, CA 91502
Address
Cell: 714-345-4463 or Office: 800-234-0304
Phone
6 of 9 Project ID: Aegis RapidText, Inc.
FY 2011-12 thru FY 2013-14
NTE: $60,000
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102669-U03
DO103535-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16614-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
A-U07
THREE-U07
FISCAL-U07
YEAR-U07
TERM-U07
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SERVICES-U07
411-HEALTH-U08
MCKEE-U09
SUSIE-U09
MCKEES-U10
6/1/2011-U011
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JULY-U012
1,-U012
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TO-U012
JUNE-U012
30,-U012
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AEGIS-U012
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INC.-U012
THE-U012
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TRANSLATION-U012
TRANSCRIPTION-U012
SERVICES-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2011-12,-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2012-13,-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2013-14-U012
A-U012
TOTAL-U012
AGREEMENT-U012
AMOUNT-U012
OF-U012
$60,000;-U012
B.-U012
AUTHORIZE-U012
THE-U012
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OFFICER-U012
TO-U012
SIGN-U012
UP-U012
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THREE-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
THE-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
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THE-U012
ORIGINAL-U012
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AMOUNT-U012
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SIGNIFICANTLY-U012
CHANGE-U012
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RESULT-U012
IN-U012
AN-U012
INCREASE-U012
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COUNTY-U012
GENERAL-U012
FUND-U012
CONTRIBUTION.-U012
COMPLETED BOARD ORDER"�|E�� �15. MISCELLANEOUS PROVISIONS.
Conflict of interest. represents that it presently as no-interest and agrees not to
acquire any interest during the term of this Agreement, which would directly or indirectly conflict in
any manner or to any degree with the full and complete performance of the professional services
required to be rendered under this Agreement.
15.02 Amendment. This Agreement may be amended or modified only by an instrument in writing signed
by the County and the CONTRACTOR.
15.03 Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed
by the County and the CONTRACTOR. A waiver of any of the terms and conditions of this
Agreement shall not be construed as a waiver of any other terms or conditions in this Agreement.
15.04 Contractor. The term CONTRACTOR" as used in this Agreement includes CONTRACTOR's
officers, agents, and employees acting on CONTRACTOR's behalf in the performance of this
Agreement.
15.05 Disputes. CONTRACTOR shall continue to perform under this Agreement during any dispute.
15.06 Assignment and Subcontracting The CONTRACTOR shall not assign, sell, or otherwise transfer its
interest or obligations in this Agreement without the prior written consent of the County. None of the
services covered by this Agreement shall be subcontracted without the prior written approval of the
County. Notwithstanding any such subcontract, CONTRACTOR shall continue to be liable for the
performance of all requirements of this Agreement.
15.07 Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of the
County and CONTRACTOR under this Agreement, to the extent assignable or delegable, shall be
binding upon and inure to the benefit of the parties and their respective successors, permitted
assigns, and heirs.
15.08 Compliance with Applicable Law. The parties shall comply with all applicable federal, state, and
local laws and regulations in performing this Agreement.
15.09 Headings. The headings are for convenience only and shall not be used to interpret the terms of this
Agreement.
15.10 Time is of the Essence. Time is of the essence in each and all of the provisions of this Agreement.
15.11 Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of
California.
15.12 Non-exclusive Agreement. This Agreement is non-exclusive and both County and CONTRACTOR
expressly reserve the right to contract with other entities for the same or similar services.
PSA over $100,000, Revised 10/09/08 7 of 9 Project ID: Aegis RapidText, Inc.
FY 2011-12 thru FY 2013-14
NTE: $60,000
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102669-U03
DO103535-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16614-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
A-U07
THREE-U07
FISCAL-U07
YEAR-U07
TERM-U07
PROFESSIONAL-U07
SERVICES-U07
411-HEALTH-U08
MCKEE-U09
SUSIE-U09
MCKEES-U10
6/1/2011-U011
AGREEMENT-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2014)-U012
AEGIS-U012
RAPIDTEXT,-U012
INC.-U012
THE-U012
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OF-U012
MEDICAL-U012
TRANSLATION-U012
TRANSCRIPTION-U012
SERVICES-U012
IN-U012
THE-U012
AMOUNT-U012
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FISCAL-U012
YEAR-U012
2011-12,-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2012-13,-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2013-14-U012
A-U012
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THE-U012
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THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
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INCREASE-U012
IN-U012
COUNTY-U012
GENERAL-U012
FUND-U012
CONTRIBUTION.-U012
COMPLETED BOARD ORDER"�|E��
�15.13 Construction of Agreement. The County and CONTRACTOR agree that each party has fully
participated in the review and revision of this Agreement and that any rule of construction to the
effect Mat ambiguities are to be resolved against the drafting party shall not apply in the
interpretation of this Agreement or any amendment to this Agreement.
15.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same Agreement.
15.15 Authority. Any individual executing this Agreement on behalf of the County or the
CONTRACTOR represents and warrants hereby that he or she has the requisite authority to enter
into this Agreement on behalf of such party and bind the party to the terms and conditions of this
Agreement.
15.16 Integration. This Agreement, including the exhibits, represent the entire Agreement between the
County and the CONTRACTOR with respect to the subject matter of this Agreement and shall
supersede all prior negotiations, representations, or agreements, either written or oral, between the
County and the CONTRACTOR as of the effective date of this Agreement, which is the date that the
County signs the Agreement.
15.17 Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the
provisions of this Agreement and the Provisions of any exhibit or other attachment to this
Agreement, the provisions of this Agreement shall prevail and control.
This space left blank intentionally
PSA over $100,000, Revised 10/09/08 8 of 9 Project ID: Aegis RapidText, Inc.
FY 2011-12 thru FY 2013-14
NTE: $60,000
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102669-U03
DO103535-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16614-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
A-U07
THREE-U07
FISCAL-U07
YEAR-U07
TERM-U07
PROFESSIONAL-U07
SERVICES-U07
411-HEALTH-U08
MCKEE-U09
SUSIE-U09
MCKEES-U10
6/1/2011-U011
AGREEMENT-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
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AEGIS-U012
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FISCAL-U012
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2012-13,-U012
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FISCAL-U012
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THE-U012
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EXCEED-U012
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10%)-U012
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THE-U012
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COUNTY-U012
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CONTRIBUTION.-U012
COMPLETED BOARD ORDER"�|E��
�IN WITNESS WHEREOF, County and CONTRACTOR have executed this Agreement as of the day and
year written below.
By:
Date:
Date:
COUNTY OF MONTEREY
Purchasing Officer
Department Head if applicable)
By:
Board o
Date:
Approved as to Form',
By:
Date:
By:
Date:
By:
CONTRACTOR
AEGIS RAPIDTEXT, INCORPORATED
Contractor's Business Name*
ignature of Chair, President, or
Vice-President)*
Peter Phan, Secretary
Name and Title
Signature of Secretary, Asst. Secretary, CFO,
Treasurer or Asst. Treasurer)*
Name and Title
COUNTY CF MONTEREY
ApprovedAF i l?rcTAJb@EMNITY/
Date:
Cou 1y Cpunsel
R S K M AiN a
INSU CE IAN JAGS
By: I~A 3114 w
s Managem
Date:
By:
Dom
ent
County Board of Supervisors' Agreement Number: trt
c 3
*INSTRUCTIONS: If CONTRACTOR is a corporation, including limited liability and non-profit corporations, the full
legal name of the corporation shall be set forth above together with the signatures of two specified officers. If
CONTRACTOR is a partnership, the name of the partnership shall be set forth above together with the signature of a
partner who has authority to execute this Agreement on behalf of the partnership. If CONTRACTOR is contracting in an
individual capacity, the individual shall set forth the name of the business, if any, and shall personally sign the Agreement.
Approval by County Counsel is required
Approval by Auditor-Controller is required
Approval by Risk Management is necessary only if changes are made in paragraph 8 or 9
f Supervisors if applicable)
PSA over $100,000, Revised 10/09/08 9 of 9 Project ID: Aegis RapidText, Inc.
FY 2011-12 thru FY 2013-14
NTE: $60,000
BIB]
40723-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99894-U03
AI102669-U03
DO103535-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16614-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
A-U07
THREE-U07
FISCAL-U07
YEAR-U07
TERM-U07
PROFESSIONAL-U07
SERVICES-U07
411-HEALTH-U08
MCKEE-U09
SUSIE-U09
MCKEES-U10
6/1/2011-U011
AGREEMENT-U012
JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2014)-U012
AEGIS-U012
RAPIDTEXT,-U012
INC.-U012
THE-U012
PROVISION-U012
OF-U012
MEDICAL-U012
TRANSLATION-U012
TRANSCRIPTION-U012
SERVICES-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2011-12,-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2012-13,-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2013-14-U012
A-U012
TOTAL-U012
AGREEMENT-U012
AMOUNT-U012
OF-U012
$60,000;-U012
B.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
THREE-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
THE-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
OF-U012
THE-U012
ORIGINAL-U012
AGREEMENT-U012
AMOUNT-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK-U012
OR-U012
RESULT-U012
IN-U012
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CONTRIBUTION.-U012
COMPLETED BOARD ORDER"�|E��
�EXHIBIT A:
SCOPE OF SERVICES
SERVICE AGREEMENT
between
County of Monterey Health Department/
Behavioral Health Bureau
and
Aegis RapidText, Inc.
This Exhibit A shall be incorporated by reference as part of Agreement attached hereto governing
work to be performed under the attached referenced Agreement, the nature of the working
relationship between the COUNTY and the CONTRACTOR, and specific obligations of the
CONTRACTOR.
1. IDENTIFICATION OF CONTRACTOR
Aegis RapidText, Inc.
Ill N. First Street, Suite 201
Burbank, CA 91502
800-234-0304
Fax: 310-824-6299
II. RECITALS
Monterey County Health Department Behavioral Health Bureau implements mental health
services documentation consisting of medical records, reports, interviews, conversations,
notes and letters that require expert translation and transcription services. Aegis RapidText,
Inc. transcriptionists are experienced with the extremely sensitive nature of servicing
behavioral health organizations, implementing professional transcription and translation
services.
CONTRACTOR is Health Insurance Portability and Accountability Act HIPAA) compliant
maintaining strict control of all patient medical reports and other confidential data. Each
transcriptionist must sign a confidentiality agreement and function within the HIPAA
privacy guidelines. Monitor screens in the transcription Quality Assurance QA) rooms are
visible only by the intended user and the rooms are locked during non-business hours.
Reports needing changes are received on a dedicated fax and shredded when the changes are
complete.
III. SCOPE OF WORK
CONTRACTOR shall accept from COUNTY most forms and formats of audio and video
recordings, which include the following:
Aegis RapidText, Inc.
FY 2011-12 to FY 2013-14
Page 1 of 13
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6/28/2011-U04
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PROFESSIONAL-U07
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411-HEALTH-U08
MCKEE-U09
SUSIE-U09
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6/1/2011-U011
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1,-U012
2011-U012
TO-U012
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30,-U012
2014)-U012
AEGIS-U012
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PROVISION-U012
OF-U012
MEDICAL-U012
TRANSLATION-U012
TRANSCRIPTION-U012
SERVICES-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2011-12,-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2012-13,-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2013-14-U012
A-U012
TOTAL-U012
AGREEMENT-U012
AMOUNT-U012
OF-U012
$60,000;-U012
B.-U012
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TO-U012
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THE-U012
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AMENDMENTS-U012
DO-U012
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COMPLETED BOARD ORDER"�|E��
� Digital Recorder
Standard and Micro-Audio Cassette Tapes
On-line/telephone or Secure ftp File Site quickest transmittal process)
CD
MP 3/4
Hand-held Digital Recorder Cards
WAV
CONTRACTOR shall provide Spanish translation and transcription services, as requested
by COUNTY; CONTRACTOR will provide additional cultural language translation and
transcription services as available and offered by CONTRACTOR and as requested by
COUNTY, as necessary.
CONTRACTOR shall provide COUNTY with special identification numbers and toll-free
access to the CONTRACTOR'S digital dictation systems, allowing convenient access from
COUNTY telephones and from COUNTY'S staff home and/or cellular phone.
CONTRACTOR shall provide COUNTY translation and/or transcription services on
standard formatted templates and/or as requested by COUNTY.
CONTRACTOR shall return to COUNTY translated and/or transcribed data via Electronic-
Mail as an attachment and in user-friendly format acceptable to COUNTY.
CONTRACTOR shall make changes and/or corrections as requested by COUNTY, in which
COUNTY shall note changes and/or corrections on the document(s); COUNTY shall fax
documents with changes and/or corrections to CONTRACTOR'S Medical Transcription
Department. CONTRACTOR shall also accept changes and/or corrections from COUNTY
via a dictation recording system. CONTRACTOR shall place immediate priority status on
document changes and/or corrections.
CONTRACTOR shall archive all transcribed documents for the agreed upon time period as
specified by the COUNTY. Archived documentation shall be sent to the COUNTY, upon
request, for final disposition.
IV. PERIOD OF PERFORMANCE
Subject to other Agreement provisions, the period of performance under this Agreement will
be from July 1, 2011 through June 30, 2014.
Aegis RapidText, Inc.
FY 2011-12 to FY 2013-14
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AS99892-U03
AS99894-U03
AI102669-U03
DO103535-U03
C11-U03
BOARD-U03
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6/28/2011-U04
HANCOCKD-U04
16614-U05
4-U06
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THE-U07
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THREE-U07
FISCAL-U07
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PROFESSIONAL-U07
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MCKEE-U09
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6/1/2011-U011
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JULY-U012
1,-U012
2011-U012
TO-U012
JUNE-U012
30,-U012
2014)-U012
AEGIS-U012
RAPIDTEXT,-U012
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PROVISION-U012
OF-U012
MEDICAL-U012
TRANSLATION-U012
TRANSCRIPTION-U012
SERVICES-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2011-12,-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2012-13,-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2013-14-U012
A-U012
TOTAL-U012
AGREEMENT-U012
AMOUNT-U012
OF-U012
$60,000;-U012
B.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
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THREE-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
THE-U012
AGREEMENT-U012
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AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
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THE-U012
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AGREEMENT-U012
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SIGNIFICANTLY-U012
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CONTRIBUTION.-U012
COMPLETED BOARD ORDER"�|E���EXHIBIT A:
PART 2 PAYMENT PROVISIONS
1. PAYMENT RATE
COUNTY shall pay according to the rates in the following Pricing Schedule:
Service Rate Per Task Minimum
Spanish to Spanish Transcription $15.00 per Minute 15 Minute Minimum
Spanish to English Translation $15.00 per Minute 15 Minute Minimum
Other Language Translation Quote Required
Certified English Transcription $6.50 per Page 10 Page Minimum
Realtime Live) Transcription $2.85 per Minute 30 Minute Minimum
Offline Captioning Basic) $8.25 per Minute 30 Minute Minimum
Transcription Based on Time) $2.70 per Minute 15 Minute Minimum
Timecoding Plus Transcription) $0.70 per Minute
Standard Transcription
24-hour turnaround) $0.16 per transcribed
line
High Priority Transcription
4-hour turnaround) $0.22 per transcribed
line
NOTE. A task can be composed of multiple parts.
II. PAYMENT CONDITIONS
A. In order to receive any payment under this Agreement, CONTRACTOR shall submit
reports and claims in such form as may be required by the County of Monterey,
Department of Health, Behavioral Health Bureau, along with backup documentation,
on a monthly basis, no later than ten 10) days following the month of service. See
Section I, above, for payment rate. The amount requested for reimbursement shall be
in accordance with the approved budget and shall not exceed the actual costs
incurred for services provided under this Agreement.
CONTRACTOR will submit a monthly claim for services rendered to:
Monterey County Health Department
Behavioral Health Bureau
1270 Natividad Road
Salinas, Ca. 93906
Attn: Accounts Payable
B. CONTRACTOR shall submit all claims for reimbursement under this Agreement
within thirty 30) days after the termination and/or ending date of this Agreement.
All claims not submitted after thirty 30) days following the termination and/or
ending date of the Agreement will not be subject to reimbursement by the COUNTY.
Any obligations incurred" included in claims for reimbursements and paid by the
COUNTY which remain unpaid by the CONTRACTOR after thirty 30) days
Aegis RapidText, Inc.
FY 2011-12 to FY 2013-14
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AS99892-U03
AS99894-U03
AI102669-U03
DO103535-U03
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6/28/2011-U04
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30,-U012
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OF-U012
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IN-U012
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OF-U012
$20,000-U012
FISCAL-U012
YEAR-U012
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$20,000-U012
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2012-13,-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2013-14-U012
A-U012
TOTAL-U012
AGREEMENT-U012
AMOUNT-U012
OF-U012
$60,000;-U012
B.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
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TO-U012
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COMPLETED BOARD ORDER"�|E���following the termination and/or ending date of this Agreement will be disallowed
under audit by the
C. If CONTRACTOR fails to submit claims for services provided under the term of this
Agreement as described above, the COUNTY may, at its sole discretion, deny
payment for that month of service and disallow the claim.
D. COUNTY shall review and certify CONTRACTOR'S claim either in the requested
amount or in such other amount as COUNTY approves in conformity with this
Agreement, and shall then submit such certified claim to the COUNTY Auditor. The
COUNTY Auditor shall pay the amount certified within thirty 30) days of receiving
the certified invoice.
E. If COUNTY certifies payment at a lesser amount than the amount requested
COUNTY shall immediately notify the CONTRACTOR in writing of such
certification and shall specify the reason for it. If the CONTRACTOR desires to
contest the certification, the CONTRACTOR must submit a written notice of protest
to the COUNTY within twenty 20) days after the CONTRACTOR'S receipt of the
COUNTY notice. The parties shall thereafter promptly meet to review the dispute
and resolve it on a mutually acceptable basis. No court action may be taken on such
a dispute until the parties have met and attempted to resolve the dispute in person.
III. MAXIMUM OBLIGATION OF COUNTY
A. Subject to the limitations set forth herein, COUNTY shall pay to the
CONTRACTOR during the term of this Agreement an amount not to exceed Sixty
Thousand Dollars $60,000) for services authorized pursuant to this Exhibit A of this
Agreement for the performance of work as set forth in the Scope of Work.
CONTRACTOR'S compensation for services rendered shall be based in accordance
with the following terms:
B. Maximum Annual Liability:
FISCAL YEAR AMOUNT
July 1, 2011 to June 30, 2012 $20,000
July 1, 2012 to June 30, 2013 $20,000
July 1, 2013 to June 30, 2014 $20,000
MAXIMUM TOTAL LIABILITY $60,000
Aegis RapidText, Inc.
FY 2011-12 to FY 2013-14
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$20,000-U012
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2013-14-U012
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COMPLETED BOARD ORDER"�|E���C. If, as of the date of signing this Agreement, CONTRACTOR has already received
payment from COUNTY for services rendered under this Agreement, such amount
shall be deemed to have been paid out under this Agreement and shall be counted
towards COUNTY'S maximum liability under this Agreement.
D. If for any reason this Agreement is canceled, COUNTY'S maximum liability shall be
the total utilization to the date of cancellation not to exceed the maximum amount
listed above.
IV. PAYMENT LIMITATIONS
The COUNTY shall have the right to adjust claims based upon data and information that
may include, but is not limited to, COUNTY'S claims processing information system
reports, remittance advices, and billing system data, all of which shall supersede and take
precedence over claims.
V. LIMITATION OF PAYMENTS BASED ON FUNDING AND BUDGETARY
RESTRICTIONS
A. This Agreement shall be subject to any restrictions, limitations, or conditions
imposed by State which may in anyway affect the provisions or funding of this
Agreement, including, but not limited to, those contained in State's Budget Act.
B. This Agreement shall also be subject to any additional restrictions, limitations, or
conditions imposed by the Federal government which may in anyway affect the
provisions or funding of this Agreement.
C. In the event that the COUNTY'S Board of Supervisors adopts, in any fiscal year, a
COUNTY Budget which provides for reductions in COUNTY contracts, the
COUNTY reserves the right to unilaterally reduce its payment obligation under this
Agreement to implement such Board reductions for that fiscal year and any
subsequent fiscal year during the term of this Agreement, correspondingly. The
COUNTY'S notice to the CONTRACTOR regarding said reduction in payment
obligation shall be provided within thirty 30) calendar days of the Board's approval
of such action.
D. Notwithstanding any other provision of this Agreement, COUNTY shall not be
obligated for CONTRACTOR'S performance hereunder or by any provision of this
Agreement during any of COUNTY'S current and/or future fiscal year(s) unless and
until COUNTY'S Board of Supervisors appropriates funds for this Agreement in
COUNTY'S Budget for each such fiscal year. In the event funds are not
appropriated for this Agreement, then this Agreement shall terminate as of June 30 of
the last fiscal year for which funds were appropriated. COUNTY shall notify
CONTRACTOR of any such non-appropriation of funds at the earliest possible date
and the services to be provided by the CONTRACTOR under this Agreement shall
also be reduced and/or terminated.
Aegis RapidText, Inc.
FY 2011-12 to FY 2013-14
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AS99892-U03
AS99894-U03
AI102669-U03
DO103535-U03
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TO-U012
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30,-U012
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OF-U012
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IN-U012
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$20,000-U012
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FISCAL-U012
YEAR-U012
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$20,000-U012
FISCAL-U012
YEAR-U012
2013-14-U012
A-U012
TOTAL-U012
AGREEMENT-U012
AMOUNT-U012
OF-U012
$60,000;-U012
B.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
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TO-U012
SIGN-U012
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THREE-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
THE-U012
AGREEMENT-U012
THE-U012
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TEN-U012
PERCENT-U012
10%)-U012
OF-U012
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CONTRIBUTION.-U012
COMPLETED BOARD ORDER"�|E���VI. TERMINATION OR REDUCTION OF GOVERNMENT FUNDING
A. Notwithstanding any other provision of this Agreement, if the state or federal
government terminates or reduces its funding to the COUNTY for services that are to be
provided under this Agreement, then COUNTY may, after consultation with the
CONTRACTOR, elect to terminate this Agreement by giving written notice of
termination to CONTRACTOR effective immediately or on such other date as
COUNTY specifies in the notice. Alternatively, it is mutually agreed that the
Agreement shall be amended to reflect any reduction in funding.
B. If such government reduces its funding to COUNTY for such services, then, after
consultation with CONTRACTOR, COUNTY may require a reduction of service levels
or other program adjustments or may cancel this Agreement, by giving at least two 2)
weeks written notice to CONTRACTOR.
CONTRACT MONITOR:
Gloria Rodriguez
Management Analyst
Behavioral Health Bureau
1270 Natividad Road
Salinas, CA 93906
This space is left blank intentionally.
Aegis RapidText, Inc.
FY 2011-12 to FY 2013-14
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411-HEALTH-U08
MCKEE-U09
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MCKEES-U10
6/1/2011-U011
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1,-U012
2011-U012
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JUNE-U012
30,-U012
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TRANSCRIPTION-U012
SERVICES-U012
IN-U012
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AMOUNT-U012
OF-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2011-12,-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2012-13,-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2013-14-U012
A-U012
TOTAL-U012
AGREEMENT-U012
AMOUNT-U012
OF-U012
$60,000;-U012
B.-U012
AUTHORIZE-U012
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OFFICER-U012
TO-U012
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FUTURE-U012
AMENDMENTS-U012
TO-U012
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COMPLETED BOARD ORDER"�|E���EXHIBIT B:
ASSURANCE OF COMPLIANCE WITH
MONTEREY COUNTY'S C 111f CULTURAL COMPETENT 1 POT JCY
In a culturally competent system, each provider organization shows respect for and responds to individual
differences and special needs. Services are provided in the appropriate cultural context and without
discrimination related to race, national origin, income level, religion, gender, sexual orientation, age, or
physical disability, to name a few. Culturally competent caregivers are aware of the impact of their own
culture on their relationships with consumers/families and know about and respect cultural and ethnic
differences. They adapt their skills to meet each individual's/family's values and customs. Cultural
competence is a developmental and dynamic process one that occurs over time.
Organizations in a Culturally Competent Service System Promote:
Quality Improvement
Continuous evaluation and quality improvement
Supporting evidence-based, promising, community defined, and emerging practices that are congruent
with ethic/racial/linguistic group belief systems, cultural values and help-seeking behaviors.
Collaboration
Collaborating with Behavioral Health and other community programs
Resolving barriers to partnerships with other service providers
Access
Providing new services to unserved and underserved children, youth, adults and/or older adults
Reducing disparities in access to, and retention in, care as identified in the Mental Health Services Act
Plan
Ensuring representation of mental health services consumers, family members of a mental health
services consumer, and/or representatives from unserved communities on their advisory/governance
body or committee for development of service delivery and evaluation with a minimum target of 33
1/3%).
Developing recruitment, hiring, and retention plans that are reflective of the population focus,
communities' ethnic, racial, and linguistic populations.
Cultural Competent Services:
Are available, accessible and welcoming to all clients regardless of race, ethnicity, language, age, and
sexual orientation.
Provide a physical environment that is friendly, respectful and inclusive of all cultures.
Provide information, resources and reading materials in multilingual formats.
Promote and foment culturally accepted social interactions, respect and healthy behaviors within the
family constellation and service delivery system.
Provide options for services, which are consistent with the client's beliefs, values, healing traditions,
including individual preferences for alternative, spiritual and/or holistic approaches to health.
Offer services in unserved and underserved communities.
Have services available in the evening and on weekends to ensure maximum accessibility.
Aegis RapidText, Inc.
FY 2011-12 to FY 2013-14
Page 7 of 13
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AS99892-U03
AS99894-U03
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DO103535-U03
C11-U03
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6/28/2011-U04
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1,-U012
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30,-U012
2014)-U012
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YEAR-U012
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$20,000-U012
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2012-13,-U012
$20,000-U012
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YEAR-U012
2013-14-U012
A-U012
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10%)-U012
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AN-U012
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COUNTY-U012
GENERAL-U012
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CONTRIBUTION.-U012
COMPLETED BOARD ORDER"�|E��� Offer services in Spanish and other necessary languages such as Tagalog, Vietnamese) for at least
70% of all services.
Definitions for Cultural Competency
Cultural Competence is defined as a set of congruent practice skills, knowledge, behaviors, attitudes,
and policies that come together in a system, agency, or among consumer providers, family members, and
professionals that enables that system, agency, or those professionals and consumers, and family member
providers to work effectively in cross-cultural situations.
Adapted from Cross, et al., 1989; cited in DMH Information Notice No.02-03).
Cultural Competence is a means to eliminating cultural, racial and ethnic disparities. Cultural
Competence enhances the ability of the whole system to incorporate the languages, cultures, beliefs and
practices of its clients into the service. In this way all clients benefit from services that address their
needs from the foundation of their own culture. Strategies for elimination of these disparities must be
developed and implemented. Cultural Competence must be supported at all levels of the system.
Framework for Eliminating Cultural, Linguistic, Racial and Ethnic Behavioral Health Disparities
pg 9)
A set of congruent behaviors, attitudes, and policies that come together in a system, agency or amongst
professionals and consumers and enables that system, agency or those professionals and consumers to
work effectively in cross-cultural situations.
Cross, Bazron, Dennis & Issacs, 1989)
The ability to work effectively with culturally diverse clients and communities.
Randall David, 1994)
CONTRACTOR hereby agrees that it will comply with the principles and guidelines set forth in Monterey
County's Health Department Behavioral Health's Cultural Competency Policy as outlined above), and will:
1. Develop organizational capacity to provide services in a culturally and linguistically competent
manner. This may include: hiring staff with the linguistic capabilities needed to meet the diverse
language needs in Monterey County for example, Spanish, Tagalog, Vietnamese, American Sign
Language ASL); providing staff with training in cultural competency; making services accessible at
locations and times that minimize access barriers, and ensuring that staff have an open, welcoming
and positive attitude and feel comfortable working with diverse cultures.
2. Create a physical environment that ensures people of all cultures, ages and sexual orientation feel
welcome and cared for. This may include: decorating waiting and treatment areas with pictures that
reflect the diverse cultures of Monterey County; providing reading materials, resources and magazines
in varied languages, at appropriate reading levels and suitable for different age groups, including
children and youth; consideration of cultural differences and preferences when offering refreshments;
ensuring that any pictures, symbols or materials on display are not unintentionally disrespectful to
another culture.
3. Provide a services delivery environment that ensures people of all cultures, ages and sexual
orientation feel welcome and cared for. This may include: respect for individual preferences for
Aegis RapidText, Inc.
FY 2011-12 to FY 2013-14
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AS99892-U03
AS99894-U03
AI102669-U03
DO103535-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
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411-HEALTH-U08
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IN-U012
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OF-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2011-12,-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2012-13,-U012
$20,000-U012
FISCAL-U012
YEAR-U012
2013-14-U012
A-U012
TOTAL-U012
AGREEMENT-U012
AMOUNT-U012
OF-U012
$60,000;-U012
B.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
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COMPLETED BOARD ORDER"�|E���alternative, spiritual and/or holistic approaches to health; a reception staff that is competent in the
different languages spoken by consumers/families; staff that is knowledgeable of cultural and ethnic
diff,grances and needs, and is able and willing to respond an appropriate and respectfill
4. Support the county's goal to reduce disparities to care by increasing access and retention while
decreasing barriers to services by unserved and underserved communities.
5. Include the voice of multi-cultural youth, client and family members, including: monolingual and
bilingual clients and family members and representatives from unserved and underserved
communities, in the advisory/governance body or committee for development of service delivery,
planning and evaluation County Goal: 33 1/3%).
6. Participate in outcome evaluation activities aimed at assessing individual organizations as well as
countywide cultural competency in providing mental health services.
7. As requested, meet with the Monterey County Health Department Behavioral Health Director or
designee to monitor progress and outcomes of the project.
8. Ensure that 100% of staff, over a 3 year period, participate in cultural competency training including,
but not limited to, those offered by Monterey County Behavioral Health.
Dissemination of these Provisions. CONTRACTOR shall inform all its officers, employees, agents, and
subcontractors providing services hereunder of these provisions.
By my signature below, as the authorized representative of the CONTRACTOR named below, I certify
acceptance and understanding for myself and the CONTRACTOR of the above provisions.
AEGIS RAPIDTEXT, INCORPORATED
Contractor Organization Name)
f
Signature of Authorized Representative Name of Authorized Representative printed)
Date Title of Authorized Rep&esentative
Aegis Rapid Text, Inc.
FY 2011-12 to FY 2013-14
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AS99892-U03
AS99894-U03
AI102669-U03
DO103535-U03
C11-U03
BOARD-U03
ORDERS-U03
6/28/2011-U04
HANCOCKD-U04
16614-U05
4-U06
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THE-U07
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OFFICER-U07
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OF-U012
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YEAR-U012
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YEAR-U012
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FISCAL-U012
YEAR-U012
2013-14-U012
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AGREEMENT-U012
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OF-U012
$60,000;-U012
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CONTRIBUTION.-U012
COMPLETED BOARD ORDER"�|E���EXHIBIT C:
BUSINESS ASSOCIATE AGREEMENT
This Agreement, hereinafter referred to as Agreement", is made effective July 1, 2011 by and between
the County of Monterey, a political subdivision of the State of California, on behalf of the Health
Department, hereinafter referred to as Covered Entity", and Aegis RapidText, Incorporated, hereinafter
referred to as Business Associate", individually, a Party" and collectively, the Parties").
WITNESSETH:
WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and
Accountability Act of 1996, Public Law 104-191, known as the Administrative Simplification
provisions," direct the Department of Health and Human Services to develop standards to protect the
security, confidentiality and integrity of health information; and
WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health
and Human Services has issued regulations modifying 45 CFR Parts 160 and 164 the HIPAA Privacy
Rule"); and
WHEREAS, the United States Congress has enacted the American Recovery and Reinvestment
Act of 2009 ARRA"), which amends HIPAA and the HIPAA Privacy Rule; and
WHEREAS, the State of California has enacted statutes designed to safeguard patient privacy including,
without limitation, the Confidentiality of Medical Information Act CMIA"), California Civil Code 56 et seq.,
Senate Bill 541, enacted September 30, 2008, and Assembly Bill 211, enacted September 30, 2008; and
WHEREAS, the parties acknowledge that California law may include provisions more stringent and more
protective of the confidentiality of health information than the provisions of HIPAA; and
WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business
Associate will provide certain services to Covered Entity, hereby referred to as the Service Agreement" and,
pursuant to such arrangement, Business Associate may be considered a business associate" of Covered Entity as
defined in the HIPAA Privacy Rule and under California law; and
WHEREAS, Business Associate may have access to Protected Health Information as defined below) in
fulfilling its responsibilities under such arrangement;
THEREFORE, in consideration of the Parties' continuing obligations under the Service Agreement,
compliance with the HIPAA Privacy Rule, as amended by ARRA, compliance with California law, and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the
provisions of this Agreement in order to address the requirements of the HIPAA Privacy Rule, as amended by
ARRA, and California law and to protect the interests of both Parties.
1. DEFINITIONS
Except as otherwise defined herein, any and all capitalized terms in this Section shall have the definitions set forth
in the HIPAA Privacy Rule. In the event of an inconsistency between the provisions of this Agreement and
mandatory provisions of the HIPAA Privacy Rule, as amended, the HIPAA Privacy Rule shall control. In the event
of an inconsistency between the provisions of this Agreement and mandatory provisions of CMIA or other
California law, California law shall control. Where provisions of this Agreement are different than those mandated
Aegis RapidText, Inc.
FY 2011-12 to FY 2013-14
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AS99892-U03
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AI102669-U03
DO103535-U03
C11-U03
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6/28/2011-U04
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$20,000-U012
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COMPLETED BOARD ORDER"�|E���in the HIPAA Privacy Rule and California law, but nonetheless are permitted by the HIPAA Privacy Rule and
California law, the provisions of this Agreement shall control.
The term Protected Health Information" means individually identifiable health information including, without
limitation, all information, data, documentation, and materials, including without limitation, demographic, medical
and financial information, that relates to the past, present, or future physical or mental health or condition of an
individual; the provision of health care to an individual; or the past, present, or future payment for the provision of
health care to an individual; and that identifies the individual or with respect to which there is a reasonable basis to
believe the information can be used to identify the individual.
Business Associate acknowledges and agrees that all Protected Health Information that is created or received by
Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio
recording, and electronic display by Covered Entity or its operating units to Business Associate or is created or
received by Business Associate on Covered Entity's behalf shall be subject to this Agreement.
II. CONFIDENTIALITY REQUIREMENTS
a) Business Associate agrees:
i) to access, use, or disclose any Protected Health Information solely: I) for meeting its
obligations as set forth in any agreements between the Parties evidencing their business relationship or 2)
as required by applicable law, rule or regulation, or by accrediting or credentialing organization to whom
Covered Entity is required to disclose such information or as otherwise permitted under this Agreement, the
Service Agreement if consistent with this Agreement the HIPAA Privacy Rule, and California law), the
HIPAA Privacy Rule, or California law and 3) as would be permitted by the HIPAA Privacy Rule and
California law if such use or disclosure were made by Covered Entity;
ii) at termination of this Agreement, the Service Agreement or any similar documentation of
the business relationship of the Parties), or upon request of Covered Entity, whichever occurs first, if
feasible, Business Associate will return or destroy all Protected Health Information received from or
created or received by Business Associate on behalf of Covered Entity that Business Associate still
maintains in any form and retain no copies of such information, or if such return or destruction is not
feasible, Business Associate will extend the protections of this Agreement to the information and limit
further access, uses, and disclosures to those purposes that make the return or destruction of the information
not feasible; and
iii) to ensure that its agents, including a subcontractor, to whom it provides Protected Health
Information received from or created by Business Associate on behalf of Covered Entity, agrees to the
same restrictions and conditions that apply to Business Associate with respect to such information. In
addition, Business Associate agrees to take reasonable steps to ensure that its employees' actions or
omissions do not cause Business Associate to breach the terms of this Agreement.
b) Notwithstanding the prohibitions set forth in this Agreement, Business Associate may use and
disclose Protected Health Information as follows:
i) if necessary, for the proper management and administration of Business Associate or to
carry out the legal responsibilities of Business Associate, provided that as to any such disclosure, the
following requirements are met:
A) the disclosure is required by law; or
B) Business Associate obtains reasonable assurances from the person to whom the
information is disclosed that it will be held confidentially and accessed, used, or further disclosed
only as required by law or for the purpose for which it was disclosed to the person, and the person
notifies Business Associate of any instances of which it is aware in which the confidentiality of the
information has been breached, within five calendar days of discovering said breach of
confidentiality;
Aegis RapidText, Inc.
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COMPLETED BOARD ORDER"�|E���ii) for data aggregation services, if to be provided by Business Associate for the health care
operations of Covered Entity pursuant to any agreements between the Parties evidencing their business
relationship. For purposes of this Agreement, data aggregation services means the combining of Protected
Health Information by Business Associate with the protected health information received by Business
Associate in its capacity as a business associate of another covered entity, to permit data analyses that relate
to the health care operations of the respective covered entities.
c) Business Associate will implement appropriate safeguards to prevent access to, use of, or
disclosure of Protected Health Information other than as permitted in this Agreement. The Secretary of
Health and Human Services shall have the right to audit Business Associate's records and practices related
to use and disclosure of Protected Health Information to ensure Covered Entity's compliance with the terms
of the HIPAA Privacy Rule. Business Associate shall report to Covered Entity any access, use, or
disclosure of Protected Health Information which is not in compliance with the terms of this Agreement,
the HIPAA Privacy Rule, as amended by ARRA, or under California law, of which it becomes aware
within five calendar days of discovering such improper access, use, or disclosure. In addition, Business
Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business
Associate of a use, disclosure, or access of Protected Health Information by Business Associate in violation
of the requirements of this Agreement.
AVAILABILITY OF PHI
Business Associate agrees to make available Protected Health Information to the extent and in the manner required
by Section 164.524 of the HIPAA Privacy Rule. Business Associate agrees to make Protected Health Information
available for amendment and incorporate any amendments to Protected Health Information in accordance with the
requirements of Section 164.526 of the HIPAA Privacy Rule. In addition, Business Associate agrees to make
Protected Health Information available for purposes of accounting of disclosures, as required by Section 164.528 of
the HIPAA Privacy Rule.
IV.
TERMINATION
Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to terminate this
Agreement and the Service Agreement immediately if Covered Entity determines that Business Associate has
violated any material term of this Agreement. If Covered Entity reasonably believes that Business Associate will
violate a material term of this Agreement and, where practicable, Covered Entity gives written notice to Business
Associate of such belief within a reasonable time after forming such belief, and Business Associate fails to provide
adequate written assurances to Covered Entity that it will not breach the cited term of this Agreement within a
reasonable period of time given the specific circumstances, but in any event, before the threatened breach is to
occur, then Covered Entity shall have the right to terminate this Agreement and the Service Agreement
immediately, and seek injunctive and/or declaratory relief in a court of law having jurisdiction over Business
Associate.
V. MISCELLANEOUS
Except as expressly stated herein, in the HIPAA Privacy Rule, or under California law, the parties to this
Agreement do not intend to create any rights in any third parties. The obligations of Business Associate under this
Section shall survive the expiration, termination, or cancellation of this Agreement, the Service Agreement and/or
the business relationship of the parties, and shall continue to bind Business Associate, its agents, employees,
contractors, successors, and assigns as set forth herein.
This Agreement may be amended or modified only in a writing signed by the Parties. No Party may assign its
respective rights and obligations under this Agreement without the prior written consent of the other Party. None of
the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between
Aegis RapidText, Inc.
FY 2011-12 to FY 2013-14
Page 12 of 13
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COMPLETED BOARD ORDER"�|E���the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the
provisions of this Agreement and any other agreements between the Parties evidencing their business relationship.
This Agreement will be governed by the laws of the State of California. No change, waiver or discharge of any
liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any
continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion.
The parties agree that, in the event that any documentation of the parties, pursuant to which Business Associate
provides services to Covered Entity contains provisions relating to the use or disclosure of Protected Health
Information which are more restrictive than the provisions of this Agreement, the provisions of the more restrictive
documentation will control. The provisions of this Agreement are intended to establish the minimum requirements
regarding Business Associate's use and disclosure of Protected Health Information.
In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of the provisions of this Agreement will remain in full force and effect. In addition,
in the event a party believes in good faith that any provision of this Agreement fails to comply with the then-current
requirements of the HIPAA Privacy Rule or California law, such party shall notify the other party in writing. For a
period of up to thirty days, the parties shall attempt in good faith to address such concern and amend the terms of
this Agreement, if necessary to bring it into compliance. If, at the conclusion of such thirty-day period, a party
believes in good faith that the Agreement still fails to comply with the HIPAA Privacy Rule or California law, then
either party has the right to terminate this Agreement and the Service Agreement upon written notice to the other
party. Neither party may terminate this Agreement without simultaneously terminating the Service Agreement,
unless the parties mutually agree in writing to modify this Agreement or immediately replace it with a new
Business Associate Agreement that fully complies with the HIPAA Privacy Rule and California law.
above.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written
COVERED ENTITY: BUSINESS ASSOCIATE:
COUNTY OF MONTEREY AEGIS RAPIDTEXT, INCORPORATED
By: By:_________________
Title: Director of Health Title:
Date: Date: t 12 /
Aegis RapidText, Inc.
FY 2011-12 to FY 2013-14
Page 13 of 13
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SIGNED BOARD REPORT"�|E���MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: June 14, 2011 Consent AGENDA NO.: 3
SUBJECT: a. Approve and authorize the Contracts/Purchasing Officer to sign a three fiscal
year term Professional Services Agreement July 1, 2011 to June 30, 2014) with
Aegis Rapidtext, Inc. for the provision of medical translation and transcription
services in the amount of $20,000 for Fiscal Year 2011-12, $20,000 for Fiscal
Year 2012-13, and $20,000 for Fiscal year 2013-14 for a total Agreement
amount of $60,000; and
b. Authorize the Contracts/Purchasing Officer to sign up to three future
amendments to the Agreement where the amendments do not exceed 10% of the
original Agreement amount and do not significantly change the scope of work or
result in an increase in County General Fund Contribution.
DEPARTMENT: Health Behavioral Health Division
RECOMMENDATION
a. Approve and authorize the Contracts/Purchasing Officer to sign a three fiscal year term
Professional Services Agreement July 1, 2011 to June 30, 2014) with Aegis Rapidtext, Inc.
for the provision of medical translation and transcription services in the amount of $20,000
for Fiscal Year 2011-12, $20,000 for Fiscal Year 2012-13, and $20,000 for Fiscal year 2013-
14 for a total Agreement amount of $60,000; and
b. Authorize the Contracts/Purchasing Officer to sign up to three future amendments to the
Agreement where the amendments do not exceed 10% of the original Agreement amount and
do not significantly change the scope of work or result in an increase in County General Fund
Contribution.
SUMMARY/DISCUSSION
Aegis Rapidtext, Inc. formerly PeopleSupport Rapidtext, Inc.) provides professional translation
and transcription of medical records, reports, interviews, conversation, notes and letters. Aegis
Rapidtext, Inc. has the expertise to produce mentioned documentation as required by the Health
Department/Behavioral Health clinical staff for the assessment and continued treatment of
Behavioral Health clients.
Aegis Rapidtext, Inc. has been providing services to the County since Fiscal Year 2002-03. The
total expenditure amount of doing business with Aegis Rapidtext, Inc. now exceeds $100,000;
therefore, this Agreement is being presented before the Board for consideration. County
approved dates and contract amounts versus expenditure amounts are as follows:
On June 13, 2003 County approved Contract amount of $15,000 for the term of July 1,
2002 to June 30, 2003; expenditure amount of $9,340.
On July 18, 2003 County approved Contract amount of $45,000 A-09518) for the term
of July 1, 2003 to June 30, 2004; expenditure amount of $22,803.
On July 13, 2004 County approved Contract A-09842) amount of $35,000 for the term
of July 1, 2004 to June 30, 2005; expenditure amount of $23,541.
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SIGNED BOARD REPORT"�|E��� On July 12, 2005 County approved Contract A-10196) amount of $90,000 for the term
of July 1, 2005 to June 30, 2008; expenditure amount of $40,925.
On May 21, 2008 County approved Contract amount of $90,000 for the term of July 1,
2008 to June 30, 2011; expenditure amount of 16,454.
Behavioral Health has acquired an Electronic Medical Records EMR) system that is able to
securely transcribe medical data, however, the result of using the system is still a limited
resource. Therefore, Behavioral Health continues to be dependent on the professional translation
and transcription services that Aegis Rapidtext, Inc. provides; however, in conjunction with
using the EMR system Behavioral Health has reduced it reliance and funding to this vendor.
This Agreement contains the County's standard 30-day no cause" provision Section 7), which
provides the County the ability to amend or terminate the Agreement in the event of a reduction
and/or termination of funding.
OTHER AGENCY INVOLVEMENT
County Counsel and the Auditor-Controller and have reviewed the Agreement as to legal form
and fiscal provisions and concur; there are no requested changes to the County's standard
insurance requirements. This Agreement is on file with Clerk of the Board.
FINANCING
This Agreement is funded by the Mental Health Services Act-MHSA 100%). The funds for this
Agreement $20,000) are included in the Health Department's Behavioral Health HEA002) Unit
8073 Fiscal Year 2011-12 Requested Budget. Approval of this action has no impact on the
County General Fund Contribution.
Prepared By:
VAA7~
Gloria Rodriguez, 755-8986
Management Analyst
Approved By:
Director of Health
5 30
Attachment: Agreement is on file with Clerk of the Board
Date
cc: Charles J. McKee, County Counsel
Michael Miller, Auditor-Controller
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