Request For · PDF fileData Scanning and Imaging Project “DO NOT OPEN UNTIL WEDNESDAY, MAY 28, 2014 AT 10:00AM. ... Except as otherwise stated in this Request for Proposal,

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Request for Proposal ******************

Document Scanning and Imaging Project

MAY 2014

Project# 14/0012

MHMRA of Harris County

Purchasing Department

7011 Southwest Freeway

Houston, Texas 77074

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INVITATION

Mental Health Mental Retardation Authority of Harris County (MHMRA) is accepting Proposals

from vendors Registered, State Certified, and capable to provide Document Scanning and

Imaging Project.

Mental Health Mental Retardation Authority of Harris County invites your firm to submit a

Proposal. If you are interested in submitting a proposal, please adhere to the General

Instructions and Requirements as outlined in the enclosed Request for Proposal.

Vendors shall pay particular attention to all INSTRUCTIONS, REQUIREMENTS and

DEADLINES indicated in the attached documents and should govern themselves accordingly.

In accepting Proposals, MHMRA reserves the right to reject any and all Proposals, to waive

formalities and reasonable irregularities in submitted documents, and to waive any requirements

in order to take the action, which it deems to be in the best interest of MHMRA, and is not

obligated to accept the lowest proposal.

At the time and place established for receipt of the Proposal, MHMRA of Harris County will

only release the names of the Independent Provider(s) and/or Provider Firm(s). No other

information will be released until after MHMRA‟s Evaluation Team has evaluated the Proposals,

and an award has been made and approved by Executive staff and MHMRA‟s Board of Trustees.

We greatly appreciate your efforts and look forward to reviewing your submission.

Nina Cook

Nina M. Cook, MBA, CPPB Purchasing Manager

MHMRA, Harris County

Joycie Sheba Joycie Sheba

Buyer II

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Table of Contents

Section Page

I. Overview 1

II. Request For Proposal (RFP) Time 2

Line & Events

III. General Instructions 3

IV. Proposal Stipulations & Requirements 6

V. Insurance Requirements 9

VI. Proposal Evaluation Process 11

VII. Specialized Services To Be Performed 12

VIII. Proposal Contents 20

IX. Proposal Reply Page 21

X. Signature Page 22

XI. Attachment(s) 23

A. HUB Subcontracting Plan

(Historically Underutilized Business)

B. Deviation Form

C. Notice “Not to participate” form

D. Form W-9 - Request for

Taxpayer Identification Number and

Certification http://www.irs.gov/pub/irs-pdf/fw9.pdf

E. Sample Contract

F. Business Associate Agreement

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SECTION I – OVERVIEW

BACKGROUND AND OBJECTIVES

The Mental Health Mental Retardation Authority of Harris County (MHMRA) is a Community Center

in Houston, Harris County, Texas providing Behavioral Health Services to approximately twenty-five

(25) to (30) thirty thousand Harris County residents each year. MHMRA is the largest community

based provider of clinical services to Mental Health and Intellectual Developmental Disabilities

consumers in the United States. It maintains operations at over 25 facilities throughout all parts of

Harris County and operates on an annual budget in excess of $231million. Our goal is to employ best

practices and cost effectiveness.

The Mental Health Mental Retardation Authority of Harris County (MHMRA) invites interested and

qualified vendor(s) / firm(s) to respond to this RFP for the Document Scanning and Imaging Project.

The Agency has fixed pricing budgets and all pricing quoted should remain fixed for the duration of

the contract. Our goal is to employ best practices and cost effectiveness.

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SECTION II - PROPOSAL (RFP) TIME LINE OF EVENTS

Solicitation Packet issue date: Monday, May 05, 2014

Mandatory RFP Project Meeting Monday, May 12, 2014

(Prospective Participants are invited to @ 1:30 – 2:30 pm. Meeting to be held

Attend a project discussion session with at 7011 Southwest Freeway, Houston, TX

Representatives from MHMRA‟s Project Team) 77074

Receive Questions from Prospective Proposer: Monday, May 19, 2014 by COB

Deadline to response to questions: Wednesday, May 21, 2014 by COB.

Deadline for submission of RFP: Wednesday, May 28, 2014 at 10:00am

Proposal Opening: Wednesday, May 28, 2014. A public

Proposal opening will be held at 10:15am,

7011 Southwest Freeway, Houston, Texas

77074

Anticipated Award Date: Contingent upon Board Approval

Page 3 of 39

SECTION III - GENERAL INSTRUCTIONS

A. Mandatory Project Meeting

A mandatory project meeting will be held on: Monday, May 12, 2014

Time: 1:30 – 2:30 pm

Location: MHMRA of Harris County

7011 SW Freeway, Houston, TX 77074

Upon arrival, all vendors/prospective participants to this RFP are required to: Check-in at the front desk in the lobby of 7011 Southwest Freeway, Houston, Texas 77074

Obtain a visitors badge

Remain in the lobby area until an MHMRA project team representative greets you

B. Questions

Deadline for questions from Providers: Monday, May 19, 2014 by 5:00 pm

Deadline for Response to Questions: Wednesday, May 21, 2014 by 5:00 pm

All questions concerning the PROPOSAL specifications must be submitted in writing and emailed to the below

listed team members. To ensure receipt of all questions in a timely manner, the preferred method is via email.

Joycie Sheba, Buyer II

Office: (713) 970 – 7116

Email: [email protected]

CC:

Sharon Brauner, Buyer III

Office: (713) 970 – 7279

Email: [email protected]

MHMRA Purchasing Department

Fax: (713) 970 – 7682

C. Submittal Procedure

The Proposal, subject to all conditions and specifications attached hereto, must be signed in INK by a person or

officer of the company submitting the Proposal that is authorized to enter into contractual agreements on behalf

of the company. Proposals received unsigned will be deemed non-responsive and therefore; will not be

accepted.

Deadline to submit “Final Proposal” is Wednesday, May 28, 2014 by 10:00am. The original Proposal, signed

in ink, five (5) additional photocopies and an electronic copy (Flash Drive) should be submitted in a SEALED

ENVELOPE and delivered to the attention of:



Attn: Joycie Sheba, Buyer II

7011 Southwest Freeway,


Data Scanning and Imaging Project “DO NOT OPEN UNTIL WEDNESDAY, MAY 28, 2014 AT 10:00AM.”

mailto:[email protected]

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No Proposal will be accepted after the stated deadline.

Respondents may mail or personally deliver their Proposals to the Purchasing Office of MHMRA at the above

address. MHMRA will not be responsible for any Proposal(s) that is (are) lost in the mail or not delivered to the

Purchasing Department by the stated deadline for any reason.

Proposals shall include all documentation as requested in the Request for Proposal.

D. Proposal Opening

A Public Proposal Opening will be held at 10:15AM immediately following receipt of Proposals on

Wednesday, May 28, 2014 at 7011 Southwest Freeway, Houston, Texas 77074.

E. Non-Discrimination Policy Statement The Mental Health Mental Retardation Authority of Harris County does not discriminate against any individual

or Vendor/Provider with respect to his/her compensation, terms, conditions, or award of contract because of race,

color, religion, sex, national origin, age, disability, political affiliation, or limit, segregate, or classify candidates

for award of contract in any way which would deprive or tend to deprive any individual or company of business

opportunities or otherwise adversely affect status as a Vendor/Provider because of race, color, religion, sex,

national origin, age, disability, or political affiliation.

F. Immigration Reform and Control Act Of 1986

By submitting their proposals, Offerors certify that they do not and will not during the performance of this

contract employ illegal alien workers or otherwise violate the provisions of the federal Immigration Reform and

Control Act of 1986.

G. References and Experience

All interested parties are required to submit with their Proposal a comprehensive list of references. Interested

parties are required to provide a minimum of three (3) references where interested party has provided services

(within the last six months) that pertain to this type of service. References shall include company name,

address, telephone number, fax number, contact person and email address. The interested parties must

agree to authorize clients to furnish any information required by MHMRA to verify references provided, and for

determining the quality and timeliness of previous work performed.

Vendor/Provider shall submit with their Proposal, documentation of past performance in projects of similar

magnitude and resulting customer satisfaction particularly in the areas of professionalism, contract performance,

quality of the personnel, responsiveness and flexibility, etc.

H. Proposal Guarantee/Award Procedure

It is anticipated that a recommendation for award for this Proposal will be made no more than thirty (30) days

after the PROPOSAL DUE DATE. All interested parties are required to guarantee their Proposals as an

irrevocable offer valid for one-hundred and twenty (120) days after the Proposal due date.

Mental Health Mental Retardation Authority of Harris County in its sole and absolute discretion shall have the

right to award Proposal(s) for any or all items/services listed in each Proposal, shall have the right to reject any

and all Proposal(s) as it deems to be in its best interest, to waive formalities and reasonable irregularities in

submitted documents, shall not be bound to accept the lowest Proposal and shall be allowed to accept partial or

total Proposal(s) of any one vendor.

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I. Permits

Any and all permits as required by authorities having jurisdiction; local, state, county, and/or federal, are the total

responsibility of the interested parties/vendor and must be obtained prior to commencement of any work or

service. Any and all expense/cost related to obtaining required permits is the sole responsibility of the vendor

J. Financial Information

Vendor/Provider must submit a copy of their last AUDITED financial statement. A letter from your CPA is an

acceptable alternative for Non Public companies, but must include a statement that financial solvency is adequate

to meet expenditures for at least one year.

K. Payments

Vendor/Provider is to submit properly completed invoice(s) to the address specified on the purchase order. To

insure prompt payment, each invoice should indicate purchase order number, discount terms and include

Vendor/Provider's name and return remittance address.

L. Price Adjustments

Vendor/Provider will be required to honor their proposed prices for the term of the contract period.

M. Historically Under-Utilized Business (HUB)

This Agency shall make a good faith effort to utilize Historically Underutilized Businesses (HUB‟S) in contracts

for construction, services, (including professional and consulting services), and commodities. Please submit

proof of Historically Underutilized Business “HUB” state certificate.

If your firm is not certified, please submit Attachment A, if you intend to subcontract services. If not, write

“none” on Attachment A and submit it.

N. Minority / Women and /or Disadvantaged Business

This Agency shall make a good faith effort to utilize Minority/Women and/or Disadvantaged Businesses

(M/W/DBE‟s) in contracts for construction, services, (including professional and consulting services), and

commodities. Please submit proof of City of Houston M/W/DBE certificate.

O. Direct or Indirect Assignment

The successful Vendor/Provider will not be permitted to directly or indirectly assign rights and duties under the

contract without express approval by MHMRA.

P. Form W-9

Offerors are to complete Form W-9 and Submit with their Proposal documents. http://www.irs.gov/pub/irs-

pdf/fw9.pdf (Attachment D)

http://www.irs.gov/pub/irs-pdf/fw9.pdf


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SECTION IV - PROPOSAL STIPULATIONS AND REQUIREMENTS

A. Modification or Withdrawal of Proposals

Any Proposal may be modified or withdrawn prior to the deadline, provided such modification or withdrawal is

submitted prior to the deadline. Any modification received after the deadline shall be deemed late and will not

be considered.

B. Offer and Acceptance Period

All Proposals must be an irrevocable offer valid for one-hundred and twenty (120) days after the Proposal

opening.

C. Late Proposals

Proposal received after the stated deadline shall be deemed late and will not be considered.

D. Irregularities in Proposals

Except as otherwise stated in this Request for Proposal, evaluation of all Proposals will be based solely upon

information contained in the Vendor/Provider's response to this Proposal. MHMRA shall not be held responsible

for errors, omissions or oversights in any Vendor/Provider's response to this Proposal. MHMRA may waive

technical irregularities, which do not alter the price or quality of the services.

MHMRA shall have the right to reject Proposals containing a statement, representation, warranty or certification

which is determined by MHMRA and its counsel to be materially false, incorrect, misleading or incomplete.

Additionally, any errors, omissions, or oversights of a material nature may constitute grounds for rejection of any

Proposal.

The inability of a Vendor/Provider to provide one or more of the required components or specified features or

capabilities required by this Proposal does not, in and of itself, preclude acceptance by MHMRA of the Proposal.

All Proposals will be evaluated as a whole in the best interest of MHMRA.

E. Oral Presentations

Any Vendor/Provider that submits a Proposal in response to this request may be required to make an oral

presentation for further clarification upon MHMRA‟s request.

F. Amendments to the Proposal

If it becomes necessary to revise any part of this Proposal package or if additional information is necessary to

clarify any provision, the revision and/or additional information will be provided to each Vendor/Provider via

faxed amendment or e-mail.

G. Availability of the Proposal

After opening, each Proposal, except those portions for which a Vendor/Provider has included a written request

for confidentially (e.g., proprietary information), shall be open to public inspection.

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H. Retention of Proposals

All Proposals considered by MHMRA shall become the property of MHMRA and shall not be returned.

I. Notice “Not to Participate” Form

Vendors must respond to the Proposal request whether they can or cannot provide the products, supplies and/or

services listed in the Proposal request. (See Attachment C – Notice “Not to Participate” Form)

J. Incurred Expenses

MHMRA shall not be responsible for expenses incurred by a Vendor/Provider in the preparation and submission

of a Proposal. This provision also includes any costs involved in providing an oral presentation of the Proposal.

K. Deviation Form Each Proposal shall contain a Deviation Form, which states the perspective Provider‟s commitment to the

provisions of this Request for Proposal. An individual authorized to execute contracts shall sign the Deviation

form. Any exceptions taken to the terms and conditions identified in this Proposal Package including the sample

contract must be expressly stated in the Deviation Form. (See Attachment B)

L. Subcontractors All provisions and/or stipulations within this Request for Proposal also apply to any authorized subcontractors.

M. Term of Contract

The intent of the RFP is to award this contract to the qualified vendor who can provide and meet all specified

requirements of this request for proposal. The contract shall commence with a tentative award date for a two (2)

years base period with three (3) years one-year renewal options at the sole discretion of MHMRA based upon

satisfactory performance, which will be reviewed on an annual basis.

N. Licensure

The vendor shall submit, with their Proposal, a copy of any other license(s), certification(s), registration(s),

permit(s), etc. as required by authorities having jurisdiction; local, state, county, and/or federal.

O. Pricing

Each vendor shall provide responses to “Proposal Reply” page with total pricing.

P. Conflict of Interest Provision

The Health and Human Services Commission organizational conflict of interest provision is applicable, in that

vendors who develop of draft specifications, requirements, statements of work and/or RFP for a proposed

procurement shall be excluded from Proposal or submitting a proposal to compete for the award of such

procurement. (HHSC Uniform Contract Terms & Conditions Version 1.3).

Q. Indemnification

To the extent permitted under the Constitution and the laws of the State of Texas, Contractor hereby agrees to

indemnify and hold harmless the Agency and all of its directors, officers, employees, and agents from all suits,

actions, claims, or cost of any character, type, or description brought or made on account of any injuries, death,

or damage received or sustained by any person or persons or property, including but not limited to clients, arising

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out of or occasioned by any acts or negligence of Contractor or Contractor's personnel, if any, or its agents or

employees whether occurring during the performance of the services hereunder or in the execution of the

performance of any of its duties under this Agreement.

R. Vendor Requirements and Responsibilities

The Vendor agrees to perform all work and to take any required actions, including the furnishing of all

supervision, labor, insurance, services, and transportation required for the accomplishment of Document

Scanning and Imaging Project as described in these specifications. Services are to be rendered in a workmanlike

manner, and in accordance with the provisions of this contract.

Page 9 of 39

SECTION V - INSURANCE REQUIREMENTS

A. Policies, Coverages, and Endorsements.

Vendor agrees to maintain, or to cause its personnel providing services under this Agreement to maintain,

at its sole cost and expense or the cost and expense of his personnel, the following insurance policies, with

the specified coverages and limits, to protect and insure the Agency and Vendor against any claim for

damages arising in connection with Vendor‟s responsibilities or the responsibilities of Vendor's personnel

under this Agreement and all extensions and amendments thereto.

1- Commercial General Liability

General Aggregate $1,000,000

Each Occurrence $500,000

2 - Professional Liability


Each Occurrence $1,000,000

3 - Business Automobile if transporting our consumers if applicable

Combined Single Limit Bodily Injury & $500,000

Property Damage

4 - Workers‟ Compensation & Employers‟ Liability if applicable

Medical & Indemnity Statutory Requirements

Bodily Injury by Accident $500,000 Each Accident

Bodily Injury by Disease $500,000 Each Employee

Bodily Injury by Disease $500,000 Policy Limit

A CURRENT “CERTIFICATE OF INSURANCE”

MUST ACCOMPANY ALL PROPOSALS

B. Insured Parties

All policies shall contain a provision naming the Agency (and its officers, agents and employees) as

Additional Insured parties on the original policy and all renewals or replacements during the term of this

Agreement.

C. Subrogation

All policies must contain a Waiver of Subrogation endorsement to the effect that the issuer waives any

claim or right in the nature of subrogation to recover against the Agency, its officers, agents or employees.

D. Proof of Insurance

The policies, coverages and endorsements required by this provision shall be shown on a Certificate of

Insurance on which the Agency must be listed as an Additional Insured party and the Certificate

Holder and which should be furnished to the Agency prior to the commencement of this Agreement. All

such insurance shall be secured and maintained with an insurance company, or companies, licensed to do

business in the State of Texas. The Agency may withhold payments under the terms of this Agreement

until the Contractor furnishes the Agency copies of all Certificates of Insurance from the insurance carrier,

or carriers, showing that such insurance is in full force and effect.

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E. Cancellation.

New Certificates of Insurance shall be furnished to the Agency at the renewal date of all policies named on

these Certificates. Contractor shall give the Agency thirty (30) days prior written notice of any proposed

cancellation of any of the above described insurance policies.

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SECTION VI – PROPOSAL EVALUATION PROCESS

Not all evaluation factors are equal in importance and each factor is weighted in accordance with its

importance to MHMRA. Each item has been assessed a percentage upon which the final score will

determined. A total of 100 percentage points for the following items will be considered a perfect score.

The following will be significant factors in evaluating proposals, but the evaluation will not be limited to

these items when making a final recommendation.

A. Understanding of Agency

and Project 25%

Indication that the vendor understands the nature of

MHMRA services and constraints in providing those

services. In addition, that the vendor has thoroughly

analyzed MHMRA's needs and requirements.

B.

Experience and Capacity/

Coordination and Project

Management Services

30%

Evidence that the vendor has successfully completed

work of comparable magnitude, complexity, scope, and

has personnel who have demonstrated experience in

completing a project of this size and magnitude.

C. Financial Condition 10% Verifiable proof of company financial viability and

solvency.

D. References 20%

Provide the names, telephone numbers, emails, and

addresses of at least 3 business references that the

vendor has provided the same or comparable level of

service as described in this RFP. Particular attention

will be given to the quality of the response from those

references, particularly in the Houston area.

E. Cost 15%

Final cost may be negotiated with the successful

proposer. Cost will only become a determining factor

when all other conditions are equal.

Page 12 of 39

SECTION VII – SPECIALIZED SERVICES TO BE PERFORMED

Scope of Services:

SECTION 1. GENERAL TERMS AND CONDITIONS

CONTRACT TERM: The contract shall commence with a tentative award date for a two (2) years base

period with three (3) years one-year renewal options at the sole discretion of MHMRA based upon

satisfactory performance, which will be reviewed on an annual basis.

SUBCONTRACTING: No subcontracting is allowed.

OPTION TO EXTEND THE CONTRACT TERM: The Mental Health and Mental Retardation

Authority of Harris County (MHMRA) has the option to extend the term of this contract for a period of 12

months by written notice to the contractor not later than 60 days before the contract expires. If MHMRA

exercises this option, the extended contract shall be considered to include this clause, except, the total

duration of the contract may not exceed 5 years as a result of, and including, any extension(s) added under

this clause.

PRE-AWARD SURVEY: In order to determine the responsibility of the prime contractor, MHMRA

reserves the right to conduct an on-site pre-award survey at the contractor's facility or to require other

evidence of technical, production, managerial, financial, and similar abilities to perform, prior to the award

of a contract.

Bidders to Note: The security and confidentiality of MHMRA documents handled and stored by the

contractor during the execution of this contract are of critical importance. Accordingly, MHMRA

representatives will be especially attentive to how MHMRA documents will be handled, processed and

stored during any pre-award survey(s) initiated by the MHMRA. Should the pre-award survey reveal a

security deficiency that jeopardizes or otherwise compromises the secure and the confidential operation of

this contract as specified herein, MHMRA reserves the right to declare the contractor non-responsible if

such a deficit cannot or will not be remedied by the contractor in a timely fashion at no additional expense

to MHMRA.

SECURITY: This contract requires the reproduction of confidential MHMRA documents such as patient

records, PHI and other documents protected by state and federal law. The contractor shall provide the

necessary means, methods and facilities to ensure secure custody and strict accountability of all job

materials while in the contractor‟s possession. All work performed (scanning, copying, binding, and

packing, etc.) must be done in a secured area accessible only to authorized personnel to ensure strict

confidentiality of sensitive documents. See „Contractor to Furnish‟ section. MHMRA reserves the right to conduct both on-site pre-award and post-award Safeguard Reviews at any

time during the term of the contract. The contractor‟s employees must have background checks and have

signed annual non-disclosure and confidentiality agreements.

The contractor must have had a physical address in the Houston area for at least 2 years. The contractor will

be able to maintain 3 shifts running a minimum of 4 scanners during those 3 shifts. Contractor must submit

a current Service Organization Controls (SOC) Type 2 Audit Report with their bid submission.

The work area should be located in a commercial facility that is in full compliance with all local building

and fire codes. For offices located on the ground floor with glass windows, security glass breaks must be

incorporated in the intrusion system. The contractor production facility must have digital surveillance with

an off-site corporate security team to monitor the facility, employees and visitors 24 hours a day, 7 days a

week and 365 days a year. All access doors should be equipped with high security locks that are not easily

Page 13 of 39

compromised. The locking devices should be high-security, pin-tumbler cylinder locks that are key

operated mortised or rim-mounted dead-bolt lock. The locks should have no less than one-inch throw and at

least five pin tumblers. If bolt is visible when locked, it must contain hardened inserts or be made of steel.

Both the keys and the lock must be "off master". All keys issued to this space must be accounted for and

controlled, even when not in use. If combination locks are used, they should have no less than four digits in

the combination with a recorded audit trail. Electronic security/locking systems which meet or exceed the

specifications above will also be considered acceptable. The space must also have a current access list of

employees allowed to access the space. All perimeter doors must be solid cored or metal. The door hinges

must be non-removal or installed on the interior of the door so that they cannot be removed from the

outside of the space. If the door has a glass insert it must have wire mesh sandwiched between the glasses

to prevent unauthorized access into the space. The space should be cleaned during daytime hours in the

company of the contractor employees. If daytime cleaning is not possible, the cleaning personnel will be

advised of nondisclosure of information requirements set out in MHMRA.

Due to the sensitivity of the MHMRA furnished materials, all pick-up and return of MHMRA furnished

materials must be made by an employee of the contractor in a contractor-owned vehicle.

During transportation, the contractor will ensure that MHMRA documents are not co-mingled with other

non-MHMRA documents. The documents should be transported in marked containers and segregated from

other documents during transportation. The markings should not disclose the name or any other identifying

information of the records. Records/materials requiring pre-production or non-working hour storage must

be stored in locked containers within a secured area with the access controlled. The vehicle that the

contractor uses to transport the furnished job materials must be locked at all times unless loading and

unloading cartons. If authorized personnel must make more than one trip to load or unload cartons, the

contractor must have another authorized person guarding the cartons in the vehicle. Cartons in a locked

vehicle left unattended by an authorized person are in direct violation of the contract. The only time the

cartons can be left unattended is in the secure area of the plant.

MHMRA shall have the right to send its employees into the offices and plants of the contractor for

inspection of the facilities and operations provided for the performance of any work under this contract. On

the basis of such inspection, the Contracting Officer of MHMRA, may require specific remedial measures

in cases where the contractor is found to be non-complaint with the required contractor safeguards.

SECTION 2. - SPECIFICATIONS

SCOPE: These specifications are designed for digital scanning/copying of sensitive MHMRA medical

record documents, requiring such operations as pickup of the furnished materials by the contractor in a

contractor-owned vehicle, disassembly and hand-feeding of original documents, digital scanning, OCR

document processing, electrostatic thermal or other copying process, “Bates” serial numbering,

Xerographic generation of “blowback” hardcopies from furnished digital copy, archiving onto (as well as

copying of) DVD-R, CD-R disc(s), hard drives, reassembly of furnished documents into their original state,

packing, delivery of the reproduced copy, and return of the furnished materials by the contractor in a

contractor-owned vehicle.

QUANTITY: Approximately 5,000,000 documents will require scanning and digitization to MTIF, TIFF,

and/or PDF files onto CD/DVD or other optical media. The MTIF/TIFF/PDF files will typically not need

to be text-searchable (“Bates” numbered) nor require blowback hard copies.

However, an occasional order may require one or more of the following:

(1) OCR scanning with conversion to text-searchable PDF files, electronic “Bates” numbering;

(2) Producing blowback hard copies from PDF files generated: One to three (avg. 1) copy per order.

(3) Copying/duplicating of furnished originals (no digital capture), “Bates” numbering: One to three (avg. 1) copy per order;

(4) Conversion of digital files (usually Microsoft Office files) to PDF, and/or production of blowback

hard copies from the original digital files or from the PDF produced: One to three (avg. 1) copy

per order.

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FURNISHED ORIGINALS: It is estimated that the order will consist of approximately 5,000,000

documents.

Trim Sizes:

Format “A”: Up to and including 8-1/2 X 11”

Format “B”: Over 8-1/2 X 11” up to and including 8-1/2 X 14” (Legal Size)

Format “C”: Over 8-1/2 X 14” and up to and including 11 X 17”

It is anticipated that most of the pages will be Format “A”.

MHMRA TO FURNISH: Original MHMRA documents packed in cartons including patient records,

PHI, and other HIPAA documents, etc. on various sizes and colors of stock to be reproduced at 100% or

95% and occasionally at other rates of reduction. It is estimated that less than one percent of the furnished

originals will include color elements. The individual print order will specify the rate of reduction, if

applicable. Furnished material may be single and/or multiple leaf documents held together with numerous

staples or other fasteners in envelopes, folders, binders, boxes, etc.

Reproduce same size or at various focuses as indicated.

Based upon past performance, it is estimated that:

Approx. 10% of the total furnished source materials shall consist of stapled or clipped documents,

requiring slight deconstruction and reconstruction of attachments, including removal of affixed Post-It

slips.

Approx. 5% of the total furnished source materials shall consist of stapled or clipped letter and legal size

documents, requiring folder tabs and/or tab dividers to be copied or inserted, moderate deconstruction and

reconstruction of attachments.

Approx. 5% of the total furnished source materials shall consist of variable-contrast stapled or clipped

letter and legal size documents plus odd-sized receipts, envelopes, etc, requiring folder tabs and/or tab

dividers to be copied or inserted, frequent machine adjustments, extensive deconstruction and

reconstruction of attachments.

CONTRACTOR TO FURNISH: All materials and operations, other than those listed under

"MHMRA to Furnish," necessary to produce the product(s) in accordance with these specifications. This

will include but not be limited to all boxes needed for records transportation.

The contractor shall also furnish the means and measures to ensure that the furnished MHMRA materials

will be handled in a secure fashion to ensure strict confidentiality of their contents, as specified hereafter:

Collection of Employee Information: All contractor employees authorized to work on MHMRA documents

must have completed a background check and drug testing as well as signed annual non-disclosure and

confidentiality agreements prior to any work being performed.

Secured Area: The contractor must be able to store all of the 5,000,000 MHMRA documents at their

production facility and work performed (scanning/duplicating/copying, binding, and packing, etc.) must be

accomplished in a secured area within the contractor‟s facility that the general public is unable to access or

view any documents being processed. All retained copies/furnished materials shall be stored in locked

containers, and shall be located in a locked or secured area during non-duty hours. MHMRA will make

periodic unannounced site visits to confirm that security measures are in compliance with contract

requirements.

Accordingly, the release of any MHMRA file materials to any person or party not expressly authorized by

the MHMRA is strictly prohibited. The contractor shall take all appropriate action and measures to

minimize exposure of the furnished materials to a minimum number of employees. The contractor will be

required to account for all furnished originals and manufactured copies. Unless otherwise indicated, all

extra copies (in any format), waste, spoilage sheets, and so forth are to be destroyed beyond recognition

Page 15 of 39

and reconstruction. All electronic files and data shall be completely purged from all data storage

components of the contractor's computer facility.

Pursuant to the Privacy Act, any contractor employee who willfully discloses the content of the retained

MHMRA material to any person or agency not entitled to receive it shall be subject to criminal penalty and

a fine.

Safe Custody: The contractor has the responsibility to ensure that all copy materials constantly remain in

safe custody from the time they are picked-up until the time they are returned.

Safe custody ensures the legal documents remain in the sealed cartons until they arrive at the contractor's

secure area within contractor‟s plant. The legal document cartons and litigation copy cartons must always

remain in view of authorized personnel. No unauthorized personnel are to handle the cartons.

The vehicle that the contractor uses to transport cartons must be locked at all times unless loading and

unloading cartons. If authorized personnel must make more than one trip to load or unload cartons, the

contractor must have another authorized person guarding the cartons in the vehicle. Cartons in a locked

vehicle left unattended by an authorized person are in direct violation of the contract. The only time the

cartons can be left unattended is in the secure area of the plant.

The contractor must provide a procedure for safeguarding documents and chain of custody. The procedure

should set forth all precautions that will be taken to ensure integrity of documents.

„Chain of Custody‟ form is required to be signed by contractor upon receipt of materials to be copied.

DIGITAL SCANNING: Contractor must have experience in the digital scanning of paper source

documents utilizing equipment and techniques consistent will all of the specifications below:

ADF (Automated Document Feeder) minimum capacity of 100 pages;

Paper size up to and including 432 x 279 mm (17 x 11”);

Resolution range up to 300 dpi;

Frame/border control on all sizing perimeters;

Skew detection feature available on scanners;

Contrast and brightness manipulation for client image viewer;

All scanning shall be performed in accordance with ANSI/AIIM MS44-1993, Recommended Practice for

Quality Control of Image Scanners, including frequent use of calibration test targets to optimize gray

scales, resolution, continuous tones, precision measurement marks, linearity, scan size, alignment of page

and text characters.

Contractor must also be able to also capture data during the scanning process (typically one global

identification field, at no additional cost to MHMRA of Harris County).

The contractor shall maintain optimum image quality with continual monitoring and adjustment of the

imaging process by the scanning technician to accommodate the varying characteristics of different

document populations (including medical X-rays and high-quality photographs requiring individual

attention and equipment adjustment for best results).

The contractor will be required to scan the furnished black-only and any color documents at 300 dpi.

Contractor shall archive the scanned contents as single-page or multiple-page files (as specifically

instructed) CCITT Group IV TIFF files.

Unless otherwise instructed, color images (not more than 1% of the total furnished originals) will be

scanned and archived as RGB files.

Contractor shall name the created TIFF/PDF files in accordance to furnished instructions and/or naming

convention.

Page 16 of 39

Unless otherwise instructed, if a source document includes a Post-It note the contractor shall scan the

applicable page twice: Once with the Post-It affixed to the parent sheet, and a second time with the Post-It

removed from the parent sheet.

Scanned documents must not be split across directories or archival CD-R and/or DVD-R discs.

Second-pass verification will be required on all orders, and is defined as a visual comparison to verify that

100% of the document(s) were captured in scanning.

The contractor shall maintain the document integrity and security throughout the scan processing cycle.

The proper collation and integrity of documents, document packets (several documents fastened together),

file folders and file drawers must not be lost.

DOCUMENT PROCESSING: Contractor will be required to remove all fasteners from furnished material prior to reproducing, with the

exception of perfect and case bound spines.

Contractor to scan/copy any image on envelope(s), file folders and etc. that contain furnished material.

Material furnished on unusually small stock (receipts, match book covers, personal checks, etc.) must be

reproduced individually on 216 x 279 mm (8½ x 11”) sheets unless otherwise indicated. Contractor may

image more than one small stock item per sheet as appropriate.

Furnished originals will include documents with Post-It style note(s) affixed. The contractor is make two

copies of such documents: One copy of the original document with the Post-It note(s) affixed; and one

copy of the original without the Post-It note(s) affixed.

Tab dividers: Contract orders may require the contractor to copy the tab and/or body areas of furnished

dividers. At contractor‟s option, contractor may use preprinted tab divider sets consisting of: (a) one bank

of 1/26th

-cut tabs alphabetically printing A through Z, and/or; one bank of 1/25th

-cut tabs numerically

printing nos. 1 thru 25, and/or; (c) one bank of 1/25th

-cut tabs numerically printing nos. 26 thru 50. Some

orders may require additional imaging on the face-side of the body of the divider.

Reproduced files may require the contractor to substitute a blank or printed colored 216 x 279 mm (8-1/2 x

11”) sheet of paper for each original tab divider, as instructed by MHMRA.

COPYING, GENERATION OF PAPER COPIES: An occasional contract order will require black-

only Xerographic copying of furnished originals not requiring digital capture by the contractor.

Unless otherwise expressly indicated, all documents (including color documents) reproduce single-sided in

black only. All furnished two-sided originals (including color documents) shall be reproduced and

delivered as two single-sided sheets in black.

MARGINS: Various. Follow copy furnished. Original documents smaller than 216 x 279 mm (8-1/2 x

11") should be centered. BINDING: Unless otherwise indicated, the contractor shall return all furnished material and deliver

contractor-furnished copies as follows:

When stapled originals have been furnished: Assemble the reproduced copies in the same sequence as the

furnished originals and band with a minimum of one rubber band around the short dimension, with one

wire stitch (staple) at upper-left corner or loose as specified on the Purchase Order.

After copying the contractor shall staple (at upper left corner) the original documents in the same sequence

and manner as furnished.

When loose-leaf originals, bound with a rubber band, have been furnished: After copying, the contractor

shall rubber band both the originals and the contractor-produced copies in the same sequence and manner

as the furnished originals, unless otherwise indicated.

Page 17 of 39

When loose-leaf originals within a folder or binder have been furnished: After copying, contractor shall

insert the originals back into the furnished folder or binder in the same sequence and manner as furnished.

Contractor shall rubber band the contractor-produced copies of the originals that were furnished in a folder

or binder.

When case bound, perfect bound, saddle-stitched originals have been furnished: After copying, the

contractor shall rubber band the contractor-produced copies in the same sequence as the furnished bound

publication. Combing or intermixing of separate publications is not permitted.

DIGITAL ARCHIVING: All duplicate (burned) CD-R discs shall be manufactured in accordance with the Phillips Orange Book, Part

II: CD-R, Vols. 1 and 2 (Version 3.1, 1998).

Duplicate CD-R discs manufactured under the terms of this contract will be 650 MB (74-minute) or 700

MB (80 minute) capacity discs, to be used on consumer quality target CD-ROM drives within a Microsoft

Windows operating system environment.

All duplicate (burned) DVD-R discs shall be manufactured in accordance with DVD Forum Book D (using

applicable version) specifications.

Duplicate DVD-R discs manufactured under the terms of this contract will be single-layer 4.7 GB capacity

(DVD-5) discs, to be used on consumer quality target DVD-ROM drives.

Warning: All electronic media made by the contractor must be kept accountable and under reasonable

security to prevent their unauthorized release. Disks are not to be duplicated in whole or part for any other

purpose than to create material to be used in the performance of this contract. All duplicate media shall be

degaussed or securely overwritten and any printouts and non-erasable media shall be destroyed by the

contractor.

Disc labeling: Before labeling the DVD/CD-R master(s), the contractor shall call the MHMRA contact(s)

cited on the Purchase Order to discuss the DVD/CD-R naming convention(s) to be used for any given

order. Unless otherwise indicated by the MHMRA, the contractor shall label each DVD/CD-R in a

professional manner to most accurately reflect the contents archived thereon.

Disc packaging: The contractor shall first slip each DVD/CD disc into a common commercially available

DVD/CD-R jewel case with the labeled side of the disc facing up. The contractor shall then insert each

jewel case with disc into a common commercially available DVD/CD mailer suitable for USPS mailing

purposes.

REASSEMBLY OF ORIGINALS: Unless otherwise instructed, the contractor will be required to

reassemble, refasten and return the original documents in the same sequence and same condition as

furnished. (See preceding “BINDING” section.) PACKING: Furnished originals: Contractor shall re-box, re-pack and seal the furnished originals within the original

container(s) in exactly the same way that they were furnished.

Reproduced copy (ies) of furnished originals: Contractor shall pack copied contents in sealed shipping

carton(s) suitable for secure handling and delivery. Each shipping container must not exceed 28-32 pounds

when fully packed. Shipping containers must be corrugated or solid fiberboard containers with a minimum

bursting strength of 275 p.s.i. Note: The title of the case file or documents must not appear on the exterior

surface of any shipping container. Reproductions shall be packed in the same manner as the furnished

originals.

DISTRIBUTION: Pickup and delivery of furnished materials: Agency furnished materials provided for reproduction shall be

picked-up and returned by the contractor using a contractor-owned vehicle, as indicated within the

following contract categories.

Page 18 of 39

Furnished materials picked up from, and returned to MHMRA of Harris County, 7011 Southwest

Freeway, Houston, Texas 77074. This is subject to change depending on location of documents to be

digitized. All locations will be located within boundaries of Harris County.

The contractor will be required to deliver the reproductions to MHMRA of Harris County, 7011

Southwest Freeway, Houston, Texas 77074. This is subject to change depending on location of

documents to be digitized. All locations will be located within boundaries of Harris County.

A specific point of contact and telephone number for each of the pickup sites will be furnished with

issuance of the Purchase Order.

All expenses incidental to pick up and return of the MHMRA furnished materials must be borne by the

contractor.

Delivery of document reproductions:

Delivery shall be made via traceable means, including an overnight delivery service.

SCHEDULE: Adherence to this schedule must be maintained.

Furnished material must be picked up from and returned to the facility listed under "DISTRIBUTION".

If the contractor is notified of the availability of the furnished materials for pickup by the contractor before

11:00 AM, the following schedule begins on the day and at the time notified. If the contractor is notified of

the availability of the furnished materials for pickup after 11:00 AM, then following schedule begins on the

following day notified at 9:00 AM.

SECTION 3. - Pricing

Procurement under this solicitation will be as follows:

The award for this request for proposal will be determined by applying the prices offered to the following

units of production which are the estimated requirements to produce orders under this contract. These units

do not constitute, nor are they to be construed as a guarantee of the volume of work which may be ordered

under this contract.

Prices quoted shall include the cost of all required materials and operations (including scanning of RGB

elements, provision of paper, and boxes for transportation) necessary for the complete production and

distribution of the products listed in accordance with these specifications.

1

Scanning of Furnished 8-1/2'' x 11'' or 8-1/2'' x 14'' originals:

(a) Digital Scanning, MTIF conversion - no auditing - price per scanned page

(b) Digital Scanning, MTIF conversion - 50% auditing - price per scanned page

(c) Digital Scanning, MTIF conversion - 100% auditing - price per scanned page

(d) Digital Scanning, PDF conversion - no auditing - price per scanned page

(e) Digital Scanning, PDF conversion - 50% auditing - price per scanned page

(f) Digital Scanning, PDF conversion - 100% auditing - price per scanned page

(g) OCR processing, creation of text-searchable content per scanned page

(h) Burning, labeling, packing DVD-R disc(s) - per disk

(i) Burning, labeling, packing CD-R disks - per disk

(j) Copying scanned files to provided hard drive, per hard drive

Page 19 of 39

2

Scanning of Furnished 11'' x 17'' originals:











NOTE: Please be advised that MHMRA is permitted by its Policies and Procedures to expedite

the contracting process by “piggybacking/tagging” on existing contracts a firm might have with

other governmental entities.

**PLEASE INCLUDE ANY ADDITIONAL DESCRIPTIVE LITERATURE, WHICH

MIGHT BE OF ASSISTANCE IN THE DECISION-MAKING PROCESS. **

Page 20 of 39

SECTION VIII- PROPOSAL CONTENTS

Title Page:

Name of Vendor/Provider, local address, telephone number, fax number, e-mail address and contact name.

Table of Contents:

All Proposals must include the following information:

Clear identification of information by section and page.

List of at least three (3) references, including contact person, telephone number, fax number and email

address.

Identification of all services provided.

Proposal: Vendor/Provider must provide a brief history of company and ownership, date started business, current

total number of employees, and include any special accommodations/services that could be provided.

Description of services available under this Proposal.

Must bear the original signature of a principal or authorized officer of the interested party.

Must be typed.

Must make provision to meet and comply with all applicable laws and regulatory criteria.

Interested parties are encouraged to submit along with their Proposal any additional descriptive

information about their services, which they believe, might be helpful.

All Proposals must be submitted with one original and five (5) copies and an electronic copy

(Flash Drive), mailed or delivered in a sealed envelope to MHMRA of Harris County.

Additional documents to be submitted:

Please provide a sample copy of your purchase, contract, warranty and extended

warranty agreement.

Vendor must submit a copy of their latest AUDITED financial statement. A letter from your CPA is

an acceptable alternative for Non Public companies, but must include a statement that financial

solvency is adequate to meet expenditures for at least one year.

Reference list must be comprehensive – Reference List must be inclusive of contact name, telephone

number, fax number and e-mail address. (Local and or Non-local)

Documentation of experience addressing professionalism, contract performance, quality of personnel,

responsiveness and flexibility, etc. to achieve overall customer satisfaction.

Proof of Insurance

Submit proof of Historically Underutilized Business “HUB” State Certificate and/or City of

Houston M/W/DBE Certificate. (Attachment A)

If your firm is not certified, provide a statement to the effect if you intend to subcontract or affiliate

with a certified firm and what percentage of work will be given to them.

Deviation Form (Attachment B)

Notice “not to participate” Form (Attachment C)

Policy & Procedure for criminal background checks of personnel or subcontractor that would gain

entrance to or provide service to MHMRA properties.

Completed Form W-9

Completed Business Associate Agreement

Page 21 of 39

SECTION IX –PROPOSAL REPLY PAGE

Procurement under this solicitation will be as follows:

The award for this request for proposal will be determined by applying the prices offered to the following

units of production which are the estimated requirements to produce orders under this contract. These units

do not constitute, nor are they to be construed as a guarantee of the volume of work which may be ordered

under this contract.

Prices quoted shall include the cost of all required materials and operations (including scanning of RGB

elements, provision of paper, and boxes for transportation) necessary for the complete production and

distribution of the products listed in accordance with these specifications.

1 Scanning of Furnished 8-1/2'' x 11'' or 8-1/2'' x 14'' originals: Cost:











2

Scanning of Furnished 11'' x 17'' originals:











Page 22 of 39

SECTION X -SIGNATURE PAGE

MENTAL HEALTH MENTAL RETARDATION AUTHORITY OF HARRIS COUNTY

IN ITS SOLE AND ABSOLUTE DISCRETION SHALL HAVE THE RIGHT TO AWARD

CONTRACTS FOR ANY OR ALL MATERIALS LISTED IN EACH PROPOSAL,

SHALL HAVE THE RIGHT TO REJECT ANY AND ALL PROPOSALS, AND SHALL

NOT BE BOUND TO ACCEPT THE LOWEST PROPOSAL AND SHALL BE

ALLOWED TO ACCEPT THE TOTAL PROPOSAL OF ANY ONE VENDOR.

THIS SUBMISSION IS GUARANTEED AS AN IRREVOCABLE OFFER VALID FOR

ONE-HUNDRED AND TWENTY (120) DAYS AFTER THE PROPOSAL OPENING

DATE.

Authorized Signature Vendor/Provider‟s Name

Typed or Printed Name Number and Street Address

Title City, State, Zip Code

( ) ( )

Telephone Number Fax Number

_____________________________________

E-Mail Address

This Proposal Will NOT Be Accepted If This Page is NOT

Signed By An Authorized Representative

Page 23 of 39

SECTION XI - ATTACHMENTS

A – HUB SUBCONTRACTING PLAN

(Historically Underutilized Business)

B – DEVIATION FORM

C - NOTICE “NOT TO PARTICIPATE” FORM

D – FORM W-9, Rev. August 2013, REQUEST FOR TAXPAYER IDENTIFICATION

NUMBER AND CERTIFICATION


E – SAMPLE CONTRACT

F – BUSINESS ASSOCIATE AGREEMENT


Page 24 of 39

ATTACHMENT A

HUB SUBCONTRACTING PLAN

HISTORICALLY UNDERUTILIZED BUSINESS

(HUB-LOI IS USED BY POTENTIAL VENDOR/PROVIDER TO IDENTIFY

SUBCONTRACTORS SELECTED FOR WORK ON THE CONTRACT)

Vendor_________________ Vendor/Provider Identification Number: _____________________

Address: _________________________________________________________________

Phone: ____-____-____ Proposal Number: _____________Contract Amount: __________

Description of commodities/specifications: ______________________________________

Duration of Contract: _______________________________________________________

Name of Subcontractor/Vendor:______________________________________________

Address: _________________________________________________________________

Phone: ____-____-____ Is the subcontractor a certified HUB? _____Yes______No

If yes, enter the GSC Certificate (VID) number: __________________________

Dollar amount of contract with subcontractor/vendor: $____________________

Percentage amount of contract with subcontractor/vendor:%________________

Description of materials/services performed under agreement with the subcontractor

for amount indicated above:

_____________________________________________________________________________

_____________________________________________________________________________

PLEASE SUBMIT A SEPARATE FORM FOR EACH SUBCONTRACTOR/VENDOR

Page 25 of 39

ATTACHMENT B

DEVIATION FORM

All deviations to this Solicitation (RFP) must be noted on this sheet. In the absence of any entry on this Deviation

Form, the prospective vendor/firm assures MHMRA of their full agreement and compliance with the Specifications,

Terms and Conditions including all provisions of the Sample Contract.

Each response to this Solicitation shall contain a Deviation Form, which states the prospective Vendor/Firm

commitment to the provisions of this Solicitation and Sample Contract. An individual authorized to execute contracts

must sign the Deviation Form. Any exceptions taken to the terms and conditions identified in this Solicitation Package

including the Sample Contract must be expressly stated in the Deviation Form. (ATTACHMENT B)

THIS DEVIATION FORM MUST BE SIGNED BY EACH PROSPECTIVE VENDOR WHETHER THERE ARE

DEVIATIONS LISTED OR NOT, AND SUBMITTED WITH THIS SOLICITATION

SPEC #

Section #

Or Page # DEVIATION

Company Name Authorized Signature Date

Page 26 of 39

ATTACHMENT C

NOTICE “NOT TO PARTICIPATE” FORM

Dear Vendor

Please check the appropriate box below, complete the remainder of this form and return it PRIOR

to the scheduled Date and Time:

I/Our Company cannot provide the products, supplies and/or services listed in this

request. Please MOVE my/our name and address to the following category(ies) so

that we may Proposal at a later date:

Category (ies):

I/We have chosen NOT to submit a Proposal at this time, but would like to remain on

your list for this Proposal category. We did not submit a Proposal because:

Reason(s):

Please REMOVE my/our name from all MHMRA Harris County lists until further notice.

Reason(s):

Independent Provider and/or Provider Firm Name:

Representative:

Please Print

Address: Phone ( )

E-mail: Fax ( )

PLEASE RETURN THIS FORM ONLY TO:

MHMRA Harris County


Notice “Not to Participate” – DOCUMENT SCANNING AND IMAGING

PROJECT

7011 Southwest Freeway


Authorized Signature: __________________________________________________________

Title: __________________________________________ Date: ________________________ VENDORS WHO RESPOND TO THIS INVITATION WITH A COMPLETED PROPOSAL FORM WILL REMAIN ON OUR

MAILING LIST. VENDORS MAKING NO RESPONSE MAY BE REMOVED FROM THAT LISTING.

Thank you for your time and assistance.

Page 27 of 39

ATTACHMENT D – FORM W-9, Rev. August 2013, REQUEST FOR TAXPAYER

IDENTIFICATION NUMBER AND CERTIFICATION /

Link:


Form W-9, Pages 1 – 4

Attached

Vendor/Providers are to complete this form and submit with their Proposal

documents. Go to attached link for W-9, if Proposal/Bid was emailed.



Page 28 of 39

ATTACHMENT E SAMPLE CONTRACT

Contract ID No. ______

STANDARD PROFESSIONAL SERVICES CONTRACT

THIS AGREEMENT is made and entered into this ___________, 2014 by and between the MENTAL

HEALTH AND MENTAL RETARDATION AUTHORITY OF HARRIS COUNTY, at 7011

Southwest Freeway, Houston, Texas 77074, a community center and an agency of the State of Texas,

under the provisions of Chapter 534 of the Texas Health & Safety Code Ann. (Vernon 1992), as amended,

(the “Agency”) and (“Contractor”) with offices at _________________, Houston, Texas ______ for

the purpose of providing specialized services currently not available to the Agency through its present staff

of employees.

RECITALS

WHEREAS, Agency is the state designated mental health and mental retardation community center

established to provide, arrange for, and coordinate mental health and mental retardation services for the

residents of Harris County, Texas; and

WHEREAS, the Agency desires that Contractor provide Data Scanning and Imaging Project services

under the terms and conditions set forth in this Agreement;

WHEREAS, each of the parties is committed to the delivery of services in an effective, cost efficient, and

quality manner; and

WHEREAS, this Agreement sets forth the terms and conditions evidencing the Agreement of the parties

hereto;

NOW THEREFORE, in consideration of the mutual covenants, rights, and obligations set forth herein, the

benefits to be derived therefrom, and other good and valuable consideration, the receipt and sufficiency of

which are acknowledged, the parties agree as follows:

I.

PERSONNEL

The Agency staff member authorized to approve billing is Bob Stakem, Director of Quality

Management.. The Agency staff member responsible for overseeing this Agreement is Bob Stakem,

Director of Quality Management.

II.

INDEPENDENT CONTRACTOR RELATIONSHIP BETWEEN THE PARTIES

Independent Contractor. The relationship between the Agency and Contractor shall be that of an

independent contractor. It is agreed that Contractor and Contractor‟s personnel will not be considered an

employee, agent, partner, joint venturer, ostensible or apparent agent, servant or borrowed servant of the

Agency.

Contractor understands and agrees that Agency:

a) Will not withhold on behalf of Contractor any sums for income tax, unemployment insurance,

social security, or any other withholding;

b) Will not give to Contractor any of the benefits given to employees of Agency.

2. Professional Judgment. Professional Judgment. Contractor and its personnel shall exercise its

own professional judgment in the performance of services to the persons served.

III.

Page 29 of 39

OBLIGATIONS OF CONTRACTOR

1. Services. The Data Scanning and Imaging services to be provided by Contractor to persons referred

by the Agency; the schedule of hours Contractor will deliver such services; and the locations where

such services shall be delivered by Contractor are set forth in Exhibits A and A1.

2. Qualifications. Contractor will comply with relevant Texas Health and Human Services Commission

(HHSC) rules and community standards, certifications, accreditation's, and licenses and any other

professional and educational qualifications.

3. Agency Approval of Contractor Personnel. Contractor agrees not to contract any services until

approval of such subcontractor is obtained from the Agency. Any subcontractor or employees of

Contractor are the direct responsibility of Contractor.

4. Representations.

(a) Contractor represents and warrants that it is not currently an employee of the Agency.

(b) Contractor agrees that it shall comply with all applicable federal and state laws, rules and

regulations including Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation

Act of 1973, the Americans with Disabilities Act of 1990 (ADA) and the Age Discrimination in

Employment Act of 1967.

5. Receipts and Records. Contractor agrees to provide the Agency, upon request, with original

receipts for the purchase of all goods and services involving the use of Agency funds as well as all other

financial and supporting documents and statistical records. Contractor shall retain these and any other

records pertinent to the services for which a claim or cost report was submitted to the Agency, for a period

of six (6) years.

6. Disclosure. Contractor declares that neither Contractor nor any of its subcontractors or employees

rendering services pursuant to this Agreement is held in abeyance or barred from the award of a federal or

state contract at the time of executing this Agreement; and Contractor will give immediate notification to

the Agency if such occurs anytime during the term of this Agreement.

7. Immigration Reform and Control Act. Contractor agrees to maintain appropriate identification

and employment eligibility documents and complete a W-9 form to meet requirements of the Immigration

Reform and Control Act of 1986.

8. Required Reporting Regarding Licensure. Contractor shall report to Agency any allegation

that a professional licensed or certified by the State of Texas and employed by the Contractor has

committed an action that constitutes grounds for the denial or revocation of the certification or license.

Contractor will further report to Agency if any professional has had his/her professional license revoked. If

Contractor's employee has such a denial or revocation, and Contractor fails to remove such employee, then

this Agreement may be terminated without prior notice.

9. Contractor's Governing Body. Contractor agrees to provide Agency with a list of the members

of Contractor's governing body, if applicable.

10. Access. Contractor agrees, pursuant to Texas Health and Safety Code, Section 534.060, that the

Agency and its representatives, including independent financial auditors, shall have unrestricted access to

all facilities, service providers, records, data, and other information under the control of the contracting

entity or its Contractors/subcontractors as necessary to enable the HHSC or the Agency to audit, monitor,

and review all financial or programmatic activities and services associated with this Agreement.

In compliance with Section 2262.003, Government Code, as amended by House Bill 905 of the 79th

Regular Session of the Texas Legislature, effective on June 18, 2005, the Mental Health Mental

Retardation Authority of Harris County (MHMRA) and the Contractor do hereby agree that:

(a) The State Auditor‟s Office (SAO) may conduct an audit or investigation of any entity receiving

funds from the state directly under the contract or indirectly through a subcontract under the contract;

Page 30 of 39

(b) Acceptance of funds directly under the contract or indirectly through a subcontract under the

contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit

committee, to conduct an audit or investigation in connection with those funds; and

(c) Under the direction of the legislative audit committee, an entity that is the subject of an audit or

investigation by the SAO must provide the state auditor with access to any information the state auditor

considers relevant to: (A) evaluating the entity‟s performance under the contract or subcontract; (B)

determining the state‟s rights or remedies under the contract; (C) evaluating whether the entity has acted in

the best interest of the state.

IV.

OBLIGATIONS OF THE AGENCY

1. Payment.

(a) In consideration of the obligations undertaken by Contractor, the Agency agrees to pay Contractor,

in accordance with the fee schedule attached as Exhibit A.

(b) The payment amount will be based on a monthly invoice, which shall reflect the services provided

by the Contractor, and is approved by the Agency employee(s) authorized to approve billing(s) as set forth

above. Invoices or claim forms for services rendered are to be submitted by the fifth (5) calendar day of the

month following that in which the services were rendered.

(c) Invoices or claim forms for services must be received no later than 45 calendar days after

the end of the month in which services were rendered. Invoices or claim forms for services received

later than 45 days after the end of the month in which the services were rendered will not be paid.

Invoices shall be submitted in duplicate as follows:

(i) Invoices must include a MHMRA purchase order number, which will be

indicated on the final fully executed copy of the contract.

(ii) Original sent to Agency staff member authorized to approve billing

(iii) Duplicate to be marked “Duplicate” sent to Accounts Payable as follows:

Mental Health Mental Retardation Authority of Harris County

P.O. Box 25381


Attn: Accounts Payable

Fax (713) 970-7681

(d) Payment shall be made 45 days after receipt of goods, services, or invoice, whichever is latest.

Payment may be delayed, adjusted or withheld, where a deficiency is noted in goods, services, or invoices

received. MHMRA retains the right to offset payments for prior invoices paid where a deficiency is noted

after payment has been processed.

2. Staff and Facilities. The Agency agrees to allow Contractor the use of its staff and facilities necessary

for carrying out the services provided by the Contractor.

3. Franchise Tax. If Contractor is a corporation and is or becomes delinquent in the payment of its

Texas franchise tax, then payments to the Contractor due under this Agreement may be withheld until such

delinquency is remedied.

V.

INSURANCE

A. Policies, Coverages, and Endorsements.

Contractor agrees to maintain, or to cause its personnel providing services under this Agreement to

maintain, at its sole cost and expense or the cost and expense of his personnel, the following insurance

policies, with the specified coverages and limits, to protect and insure the Agency and Contractor against

Page 31 of 39

any claim for damages arising in connection with Contractor‟s responsibilities or the responsibilities of

Contractor's personnel under this Agreement and all extensions and amendments thereto.

1- Commercial General Liability


Each Occurrence $500,000

2 - Professional Liability


Each Occurrence $1,000,000

3 - Business Automobile if transporting our consumers if applicable

Combined Single Limit Bodily Injury & $500,000

Property Damage

4 - Workers‟ Compensation & Employers‟ Liability if applicable

Medical & Indemnity Statutory Requirements

Bodily Injury by Accident $500,000 Each Accident

Bodily Injury by Disease $500,000 Each Employee

Bodily Injury by Disease $500,000 Policy Limit

B. Insured Parties

All Policies shall contain a provision naming the Agency (and its officers, agents and employees) as

Additional Insured parties on the original policy and all renewals or replacements during the term of this

Agreement.

C. Subrogation

All Policies must contain a Waiver of Subrogation endorsement to the effect that the issuer waives any

claim or right in the nature of subrogation to recover against the Agency, its officers, agents or employees.

D. Proof of Insurance

The policies, coverages and endorsements required by this provision shall be shown on a Certificate of

Insurance on which the Agency must be listed as an Additional Insured party (except for professional

liability, employer’s liability and workers compensation) and the Certificate Holder and which should

be furnished to the Agency prior to the commencement of this Agreement. All such insurance shall be

secured and maintained with an insurance company, or companies, licensed to do business in the State of

Texas. The Agency may withhold payments under the terms of this Agreement until the Contractor

furnishes the Agency copies of all Certificates of Insurance from the insurance carrier, or carriers, showing

that such insurance is in full force and effect.

E. Cancellation

New Certificates of Insurance shall be furnished to the Agency at the renewal date of all policies named on

these Certificates. Contractor shall give the Agency thirty (30) days prior written notice of any proposed

cancellation of any of the above described insurance policies.

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VI.

INDEMNIFICATION

To the extent permitted under the Constitution and the laws of the State of Texas, Contractor hereby agrees

to indemnify and hold harmless the Agency and all of its directors, officers, employees, and agents from all

suits, actions, claims, or cost of any character, type, or description brought or made on account of any

injuries, death, or damage received or sustained by any person or persons or property, including but not

limited to clients, arising out of or occasioned by any acts or negligence of Contractor or Contractor's

personnel, if any, or its agents or employees whether occurring during the performance of the services

hereunder or in the execution of the performance of any of its duties under this Agreement.

VII.

TERM AND TERMINATION

1. Term. This Agreement is effective from ___________, 2014 to ____________ , 2017.

2. Renewal Options. This Agreement may be renewed at the sole discretion of Agency based on

satisfactory performance and service for up to Two (2) one-year renewal options at rates and placement

fees specified in Exhibits A and A2.

3. Immediate Termination. Agency may terminate this Agreement immediately if

(a) Agency does not receive the funding to pay for designated services under this Agreement from the

Texas Legislature;

(b) Agency has cause to believe that termination of the Agreement is in the best interests of the health

and safety of the mentally disabled persons served under this Agreement,

(c) Contractor has become ineligible to receive Agency funds;

(d) Contractor has its Texas license or certification suspended or revoked;

(e) In the case of the Contractor providing direct services to clients, failure to disclose a criminal

conviction;

(f) If the Contractor submits falsified documents or fraudulent billings, or if the Contractor makes

false statements.

4. Termination Upon Default. Either party may terminate this Agreement after sixty (60) days written

notice if the other party is in default of any of the provisions herein and/or any of the provisions in the

bid forms or specifications, which are attached hereto and incorporated herein by reference as if set out

in full. Such termination shall be ineffective if within said sixty (60) day period Contractor cures such

default to the satisfaction of the Agency. The Agency at its sole discretion may extend the period to

cure the default for a reasonable time if the Agency determines that the Contractor has initiated action

to cure the default within the sixty (60) day period. The Agency reserves the right to suspend services

provided by the Contractor and payment for services not authorized during the sixty (60) day cure

period, if at the Agency‟s sole discretion it is determined that suspension is in the best interest of the

Agency and/or its consumers.

5. Termination Without Cause. This Agreement may be terminated by either party, without cause,

after thirty (30) days written notice to the other party.

6. Termination by Mutual Consent. This Agreement may be terminated by the mutual consent of

both parties after thirty (30) days written notice to the other party.

VIII.

MISCELLANEOUS

1. Nondiscrimination. Each party to this Agreement agrees that no person, on the basis of race,

color, national origin, religion, sex, age, handicap, or political affiliation, will be excluded from

participation, be denied the benefits of, or be subject to discrimination in the provision of any services

hereunder. The parties hereto agree to comply with the Civil Rights Act of 1964, the Americans with

Disabilities Act of 1990 and the Civil Rights Act of 1991 as amended.

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2. Business Ethics. During the course of pursuing contracts, and the course of contract performance,

MHMRA will maintain business ethics standards aimed at avoiding real or apparent impropriety, abuse,

fraud, waste, or conflicts of interest. No substantial gifts, entertainment, payments, loans or other

considerations beyond that which would be collectively categorized as incidental shall be made to any

employees or officials of Contractor by MHMRA employees, directors, officers and agents. At any time

Contractor believes there may have been a violation of this obligation or any business ethics standard,

Contractor shall notify MHMRA of the possible violation.

3. Certification of Non-Violation. Under Texas Government Code §2261.053, Contractor certifies

that Contractor has not been convicted of violating federal law in connection with contracts relating to

relief, recovery, or reconstruction as a result of Hurricane Rita, Hurricane Katrina, or any other disaster

occurring after September 24, 2005.

4. Use and Disclosure of Protected Health Information (“PHI”).

Contractor Agrees To:

a. General.

(1) Hold all protected health information (“PHI”) confidential except to the extent that

disclosure is required by Federal or State law, including the Texas Public

Information Act, Chapter 552, Texas Government Code. TEX. GOV‟T CODE

ANN.§§ 552.001 et seq., as amended. PHI is defined in 45 CFR § 164.501 and is

limited to information created or received by the Contractor from or on behalf of the

Agency.

(2) Be bound by all applicable Federal and State of Texas licensing authorities‟ laws,

rules, and regulations regarding records and governmental records, including the

Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), PL 104-

191, the HIPAA regulations (codified at 42 CFR parts 160 and 164), and Chapter

181, Texas Health and Safety Code, as amended, and the HITECH ACT, Public Law

111-005, collectively referred to herein as “Privacy Requirements”.

b. Representations.

(1) Contractor represents that Contractor and their employees have received training

regarding the Privacy Requirements.

5. Amendment. Unless otherwise specifically provided herein, this Agreement may be amended or

changed only by mutual written consent of an authorized representative of the Agency and Contractor.

6. Entire Agreement. This Agreement constitutes the sole and only agreement of the parties hereto

and supersedes any prior understandings, written or oral agreement between the parties respecting the

subject matter herein.

7. Electronic or Facsimile Signatures and Duplicate Originals. Pursuant to the requirements of

the Uniform Electronic Transactions Act in Chapter 322 of the Texas Business and Commerce Code and the

Federal Electronic Signatures in Global and National Commerce Act (beginning at 15 U.S .C. Section 7001),

the Parties have agreed that the transactions under this Agreement may be conducted by electronic means.

Pursuant to these statutes, this Agreement may not be denied legal effect or enforceability solely

because it is in electronic form or because it contains an electronic signature. This Agreement may be

executed in duplicate counterparts and with electronic or facsimile signatures with the same effect as if the

signatures were on the same document. Each multiple original of this document shall be deemed an

original, but all multiple copies together shall constitute one and the same instrument.

8. Additional Requirements. If Contractor is required to comply with an additional requirement

pursuant to compliance with HHSC rule, state or federal law, or community standard, regulations,

resolutions, settlements, or plans, and compliance results in a material change in Contractor's rights or

obligations under the contract or places a significant financial burden on the Contractor, the Contractor

may, upon giving sixty (60) days notice of such intention, be entitled to renegotiate the Agreement.

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9. Governing Law and Venue. This Agreement shall be construed and enforced in accordance with

the laws of the State of Texas, and venue shall lie in Harris County, Texas.

10. Notices. Any required notice shall be in writing and shall be sent, postage prepaid, by certified

mail, return receipt requested, to Agency or Contractor at the address below. The notice shall be effective

on the date of delivery indicated on the return receipt.

If to the Agency:

Steven B. Schnee, Ph.D.

Executive Director


PO Box 25381

Houston, Texas 77265-5381

If to Contractor:

_____________________

_____________________

_____________________

_____________________

11. Remedies. All rights, powers, and remedies granted either party by any particular term of this

Agreement are in addition to, and not in limitation of, any rights, powers, or remedies which it has under

any other term of this agreement, at common law, in equity, by statute, or otherwise, and all such rights,

powers, and remedies may be exercised separately or concurrently, in such order and as often as may be

deemed expedient by either party. No delay or omission by either party to exercise any right, power, or

remedy shall impair such right, power, or remedy or be construed to be a waiver of any breach or default or

an acquiescence therein. A waiver by either party of any breach or default thereunder shall not constitute a

waiver of any subsequent breach or default.

12. Dispute Resolution. In the event a dispute arises between the parties involving the provisions or

interpretation of any term or condition of the Agreement, and if both parties desire to attempt to resolve the

dispute prior to termination or expiration of the Agreement, or withholding payments, then the parties may

refer the issue to a mutually agreeable dispute resolution process.

13. Severability. The invalidity or unenforceability of any term or provision hereof shall not affect

the validity or enforceability of any other term (s) or provision (s).

14. Exhibits. All Exhibits referred to in this Agreement and attached hereto are incorporated herein

by this reference.

The Contractor warrants and assures MHMRA of Harris County that it possesses adequate legal authority

to enter into this Agreement. The Contractor‟s governing body, where applicable, has authorized the

signatory official(s) to enter this Agreement and bind the Contractor to the terms of this Agreement and any

subsequent amendments hereto.

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CONTRACTOR

_______________________________________

Signature

Printed/Typed Name: _______________________________________

Title: _______________________________________

Date: _______________________________________

MENTAL HEALTH MENTAL RETARDATION AUTHORITY OF HARRIS COUNTY

___________________________________________

Steven B. Schnee, Ph.D. Date

Executive Director

___________________________________________

Approved As To Form By Date

MHMRA General Counsel

UNIT(S) TO BE CHARGED: ______-553002

Page 36 of 39

EXHIBIT A

CONTRACTOR:

CONTRACT ID#:

CONTRACT PERIOD: _____________, 2014 – __________

SERVICE: Data Scanning and Imaging Project

SERVICE DESCRIPTION: Contractor will provide Data Scanning and Imaging services

as described in the specifications attached as Exhibit __ for

approximately 5,000,000 documents that will require scanning

and digitization to MTIF, TIFF, and/or PDF files onto

CD/DVD or other optical media. The MTIF/TIFF/PDF files

will typically not need to be text-searchable; “Bates”

numbered or required blowback hard copies.

The specifications as described in the RFP are designed for

digital scanning/copying of sensitive MHMRA medical record

documents, requiring such operations as pickup of the

furnished materials by the contractor in a contractor-owned

vehicle, disassembly and hand-feeding of original documents,

digital scanning, OCR document processing, electrostatic

thermal or other copying process, “Bates” serial numbering,

Xerographic generation of “blowback” hardcopies from

furnished digital copy, archiving onto (as well as copying of)

DVD-R, CD-R disc(s), hard drives, reassembly of furnished

documents into their original state, packing, delivery of the

reproduced copy, and return of the furnished materials by the

contractor in a contractor-owned vehicle.

PERFORMANCE: This contract requires the reproduction of confidential

MHMRA documents such as patient records, PHI and other

documents protected by state and federal law. Contractor

shall provide the necessary means, methods and facilities to

ensure secure custody and strict accountability of all job

materials while in the contractor‟s possession. All work

performed (scanning, copying, binding, and packing, etc.)

must be done in a secured area accessible only to authorized

personnel to ensure strict confidentiality of sensitive

documents.

RATE AND

RATE DESCRIPTION: As described on the attached Exhibit A2

NOT TO EXCEED: ____________

UNITS INVOLVED: _____ – 553002

PAYMENT DOCUMENTATION: Contractor will be paid through submission of an invoice for

approval by the Director of Quality Management or designee.

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ATTACHMENT F - BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement (“BAA”) has an effective date of _______ , 2014, and is an

amendment to any Agreement (“the Agreement”) between Mental Health Mental Retardation Authority

of Harris County (“MHMRA”) and _____________________ (“the Contractor”). MHMRA and the

Contractor each may be referred to as a “Party” and together may be referred to as the “Parties” to the

BAA. The parties to this Agreement are MHMRA and _________________. Both parties agree that there

shall be no third party beneficiaries to this Agreement, including but not limited to individuals whose

protected health information is created, received, used, and /or disclosed by Contractor in its role as

Business Associate.

1. Amendment of Agreement. This BAA shall supplement and incorporate the terms and

definitions of any Agreement between the Parties. All capitalized terms are as defined in the

Agreement unless otherwise specifically defined herein. Except for the specific changes in the

BAA all other terms and conditions of any Agreement, as previously amended, remain unchanged

2. Purpose of BAA. The purpose of this BAA is to conform the Agreement to the requirements of

the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as codified at

42U.S.C. Section 1320d, and its regulations, as codified at 45 CFR Parts 160 and 164 and as may

be codified in succeeding and related regulations, implementing 42 U.S.C. Section 1320d and

promulgated by the Secretary of the Department of Health and Human Services and the Health

Information Technology for Economic and Clinical Health (“HITECH”) Act of 2009, Public Law

111-005, (collectively referred to herein as “Privacy Requirements”). The Parties agree that this

BAA shall be interpreted consistently with the Parties intent to comply with HIPAA and HITECH

Requirements.

3. Business Associate Relationship. The Parties hereby acknowledge and agree that:

A. MHMRA is a covered entity and is required under the Privacy Requirements to take

precautions to safeguard certain protected health information (“PHI”), as that term is defined

in the Privacy Requirements, that it maintains or transmits to others;

B. Contractor may have access to PHI which belongs to or is maintained by MHMRA or its

employees, staff, consumers, and guests, and therefore Contractor is a business associate of

MHMRA (“Business Associate”), as defined in the Privacy Requirements;

C. This BAA shall ensure that MHMRA takes adequate precautions to safeguard MHMRA‟s

PHI, and that Contractor likewise takes measures to safeguard such PHI to the same extent as

MHMRA.

4. MHMRA Privacy and Security Policies. MHMRA will from time to time provide Contractor

with MHMRA‟s privacy and security policies that are applicable in whole or part to Contractor‟s

activities and obligations under the Agreement. These activities shall include, but are not limited

to, Contractor‟s access to PHI. Contractor hereby agrees to review and abide by such policies in

all material respects for the purpose of safeguarding MHMRA‟s PHI. Contractor shall incorporate

such operational procedures and additional measures as may be necessary to ensure compliance

with MHMRA‟s policies and Privacy Requirements.

5. Minimal use and Disclosure of PHI. Contractor will use MHMRA‟s PHI only as minimally

necessary to perform the scope of services delineated in Exhibit A of the Agreement. PHI may

exist in any physical form, including but not limited to: handwritten PHI, typed text, audio tapes,

electronic messages, digital or computer images, and the spoken word.

Contractor shall not use MHMRA‟s PHI under the Agreement for any other purpose, except as

listed herein:

A. Contractor may use MHMRA‟s PHI to produce aggregated reports as related and required to

provide services in which PHI is deidentified in accordance with Privacy Requirements so

that no individually identifiable health information remains.

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B. Contractor may disclose MHMRA‟s PHI to Contractor‟s employees, agents, and

subcontractors as necessary to perform, activities, or services for, or on behalf of MHMRA as

specified in the Agreement, provided that such use or disclosure would not violate the

Privacy Rule if done by MHMRA, the Covered Entity.

6. Security of Electronic Protected Health Information.

A. Security. Business Associate will establish and maintain appropriate administrative, physical

and technical safeguards that reasonably and appropriately protect the confidentiality,

integrity and availability of electronic protected health information. Business Associate will

follow generally accepted system security principles and requirements of the final HIPAA

rule pertaining to the security of health information (“the Security Rule” published at 45 CFR

Parts 160-164) as soon as practicable, but no later than April 21, 2005.

B. Agents and Subcontractors. Business Associate will ensure that any agent, including a

subcontractor, to whom it provides electronic protected health information agrees to

implement reasonable and appropriate safeguards to protect that information.

C. Security Incidents. Business Associate will report any security incident of which it becomes

aware to Covered Entity. For purposes of this Addendum, a “security incident‟ means the

attempted or successful unauthorized access, use, disclosure, notification, or destruction of

information or interference with system operations.

7. Obligations of Agents and Subcontractors. Contractor shall require its employees, agents,

subcontractors and consultants who may have access to MHMRA‟s PHI under the Agreement to

be subject to the same conditions and restrictions on use and disclosure of PHI as provided herein.

Contractor shall educate, instruct, and ensure that its employees, agents, subcontractors, and

consultants comply with these conditions and restrictions.

8. Contractor’s Security Safeguards. Contractor shall adopt appropriate safeguards to prevent

misuse and inappropriate disclosure of PHI. Contractor shall maintain an appropriate level of

security with regard to all personnel, systems, and administrative processes used by Contractor to

transmit, store or handle MHMRA‟s PHI.

9. Compliance with Privacy Requirements. As required by the Privacy Requirements, Contractor

will comply with the following:

A. If applicable Contractor agrees to provide access, at the request of MHMRA, and in the time

and manner designated by MHMRA, to PHI in a Designated Record Set to MHMRA, or as

directed by MHMRA, to an individual in order to meet the requirements under 45 CFR

164.524 (Access to Individuals to PHI).

B. If applicable, Contractor agrees to make any amendment(s) to PHI in a Designated Record Set

that MHMRA directs or agrees to, as needed.

C. Contractor shall maintain an accounting of disclosures of PHI to third parties, and shall make

its books and records available to MHMRA for purposes of providing an accounting of such

disclosures of PHI.

D. Contractor agrees to make internal practices, books and records relating to the use and

disclosure of PHI received from, or created or received by Contractor on behalf of, MHMRA

available to MHMRA, or at the request of MHMRA available to the Secretary of the

Department of Health and Human Service (“Secretary”), in a time and manner designated by

MHMRA or the Secretary, for purposes of the Secretary determining MHMRA‟s and/or

Contractor‟s compliance with the Privacy Rule.

10. Reporting Breach. Contractor shall report to MHMRA in writing as soon as Contractor becomes

aware of any breach, possible breach, or other interruption in the confidentiality and security of

MHMRA‟s PHI, regardless of whether Contractor is responsible for such breach. Immediate

action will be taken by MHMRA and/or Contractor to mitigate the effects of such breach.

Page 39 of 39

11. Contractor’s Breach. Upon Contractor‟s becoming aware the Contractor has materially breached

this BAA, or upon notice from MHMRA of a material breach by Contractor, Contractor shall

promptly seek to cure or mitigate the breach. If Contractor is unable to promptly cure or mitigate

a material breach of this BAA, then MHMRA, among other things, shall have the right to

immediately terminate the Agreement for cause, to report the matter to the Secretary, or both.

Any such action by MHMRA shall not limit or infringe upon other rights that MHMRA may have

against Contractor, in law or in equity.

12. Indemnification The Contractor hereby agrees to indemnify, defend, and hold harmless

MHMRA, including without limitations, its employees, agents, successors and assigns, from and

against any and all claims, causes of action, liabilities, damages, costs, or expenses, including

without limitation, attorneys‟ fees, court cost, costs of administrative or other proceedings, and

costs of investigation, arising out of or related to a breach of any of the terms and provisions of the

BAA or any party acting by or through contractor, including, without limitation, Contractor‟s

agents, employees, representatives, contractor or subcontractors.

13. Treatment of PHI upon Termination. Upon termination of the Agreement, for any reason,

Contractor shall return or destroy all PHI received from MHMRA, or created or received by

Contractor on behalf of MHMRA. This provision shall apply to PHI that is in the possession of

subcontractors or agents of Contractor. Contractor shall retain no copies of the PHI. In the event

that Contractor determines that returning or destroying the PHI is not feasible, Contractor shall

provide to MHMRA notifications of the conditions that make return or destruction infeasible.

Upon mutual agreement of the Parties that return or destruction of PHI is infeasible, the

Contractor shall extend the protections of this Agreement to such PHI and limit further uses and

disclosures of such PHI to those purposes that make the return or destruction infeasible, for so

long as Contractor maintains such PHI.

14. Regulatory References. A reference in this BAA to a section in the Privacy Rule means the

section as in effect or as amended, and for which compliance is required.

15. Amendment. MHMRA will promptly advise Contractor of any necessary action needed by

Contractor to amend this agreement from time to time as is required for MHMRA to comply with

the requirements of the Privacy Rule and HIPAA. Contractor agrees to expedite such action.

16. Survival. This BAA shall survive termination of the Agreement with respect to any PHI or copies

thereof that have been available to Contractor during the course of the Agreement.

17. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that

permits MHMRA to comply with the Privacy Rule.

In witness whereof, each Party has caused this BAA to be executed and delivered by its duly authorized

representative as of the date first listed above.

Mental Health Mental Retardation _____________________________

Authority of Harris County

By: _________________________ By: __________________________

Name: Steven B. Schnee, Ph.D. Name: ________________________

Title: Executive Director Title: ________________________

Date: ________________________ Date: ________________________

Documents

Request For · PDF fileData Scanning and Imaging Project “DO NOT OPEN UNTIL WEDNESDAY, MAY 28, 2014 AT 10:00AM. ... Except as otherwise stated in this Request for Proposal,