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Home My WebLink AboutCALPERS~~ ~i~,, ~;,-, N ~ ~,he INSURAN E (VU~t~UI w Qx r~IAY .PtO N-2008-125 LECTRONIC INFORMATION EXCHANGE AGREEMENT 13ATlc To the extent that either party receives Information Assets in the possession of the other party, the provisions set forth below apply. DEFINITIONS Disclosing party means the party who transfers their Information Assets to the other party for the purposes outlined in this Agreement. The Disclosing party is the owner of the Information Assets being transferred, unless such ownership is contractually released. Receiving party means the party who receives the Information Assets needed in order to perform this Agreement. The party receiving and/or storing the transferred Information Assets is the custodian of the Information Assets while in the possession of the Information Assets. Information Assets means any hardware, software or network components that contain or are used to process, manage or store information necessary to the operation of either party. In addition all data, including electronic files and records, and that found on paper or other storage media. PROVISIONS Use Limitations. Any Information Assets of the Disclosing party will not be used by the Receiving party for any purpose, except as set forth in this Agreement or otherwise required bylaw. Non-Disclosure. Each party agrees not to disclose Information Assets to any of its employees except employees who need the Information Assets for the purposes described in this Agreement. Each party further agrees not to disclose Information Assets to any third party unless such third party has a signed non-disclosure agreement regarding the Information Assets whose terms are equivalent to, or stricter than, the terms of this section. Each party shall take all reasonable and necessary steps to prevent unauthorized disclosure of the Information Assets. Protection. Each party agrees that it shall, as a minimum, use the same degree of care to protect the confidentiality ofthe Information Assets that it uses to protect its own information assets. Electronic Protected Health Information. Each party agrees to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic protected health information (EPHI) that it creates, receives, maintains, or transmits on behalf of the other party as required by federal HIPAA regulations. Each party further agrees to ensure that any agent, including a subcontractor, to whom it provides such information, agrees to implement reasonable and appropriate safeguards to protect EPHI; Notification & Remedy. The Receiving party agrees to notify the Disclosing party in writing when it becomes aware of any unauthorized disclosure, modification or destruction of Information Assets by the Receiving party, its officers, directors, employees, contractors, agents or third parties. The Receiving party shall make this notification promptly upon becoming aware of such disclosure, modification or destruction, but in any event, not later than four working days after becoming aware of the unauthorized disclosure, modification or destruction. After such notification, the Receiving party agrees to cooperate reasonably (at the Receiving party's expense) with the Disclosing party to PERSOlA0041 (08-2008) Page 1 of 3 Effective 8/27/2008 l ELECTRONIC INFORMATION EXCHANGE AGREEMENT Information Securi Office remedy or limit the misappropriation or misuse and/or its effects. This cooperation must extend beyond the expiration or termination (for any reason) of this Agreement. Return or Destruction of Information Assets. Any Information Assets furnished, and all copies thereof, will be returned promptly to the Disclosing party or destroyed using reasonable measures to protect against unauthorized access to or use of the information in cormection with its destruction, following the earlier of (a) the termination of this Agreement, (b) receipt of a written request to return or destroy the Information Assets, or (c) the termination of the business relationship between the Parties. If both Parties agree that return or destruction of the Information Assets is not feasible, the Receiving party will continue to extend the protections outlined herein to all Information Assets in its possession and will limit further use of that information to those purposes that make the return or destruction of the Information Assets not feasible. Ca1PERS reserves the right to inspect the storage, processes, and destruction of any confidential data provided under this Agreement. I~n'unctive Relief. Each Party understands and agrees that the Disclosing Party may suffer immediate, irreparable harm in the event the Receiving Party fails to comply with any of its obligations under this Agreement, that monetary damages will be inadequate to compensate the Disclosing Party for such breach and that the Disclosing Party shall have the right to enforce this Agreement by injunctive or other equitable remedies. Attomey's Fees; Jurisdiction. In the event of any litigation between the Parties, the prevailing Party shall be entitled to reasonable attorney's fees and all costs of proceedings incurred in enforcing this Agreement. The Parties agree that California is both the place of making and the place of performance of this Agreement and both Parties consent to jurisdiction in the State of California. Temunation of Contract. Each party agrees that a violation of a material term of the contract may result in termination of the contract. // // // // PERSO1A004] (08-2008) Page 2 of 3 Effective 8/27/2008 _~ 1. ELECTRONIC INFORMATION EXCHANGE AGREEMENT Information Security Office The undersigned represent and warrant that they have the authority to enter into this Agreement on behalf of the person(s), entity(s) or corporation(s) listed above their name. Agency Information Attest: - ~~,~ Patricia E. Healy Clerk of the Council CITY O>~' ANT NA DAVID N. REAM City Manager Date: Representative Name: Francisco Gutierrez, Executive Director FMSA ~ (~4.i Representative Signature: Phone: 714-647-5414 Address: 20 Civic Center Plaza (M-17) State: CA Zip: 92701 Email Address: futierrez@santa-ana.org Ca1PERS Information - completed by management Date: /~- /3 - o ~' Ca1PERS Representative: Sharen Scott Phone: (916) 795-2558 Representative Signature: ,/f-! Division: ERSD Address: 400 Q Street Sacramento, CA 95811 ~L ~fiG',~~t~~ v~~ PERSO1A0041 (08-2008) Page 3 of 3 Effective 8/27/2008 COTC PROCESSING FORM ,~, 4~~-! AGREEMENTS AND AMENDMENTS AGREEMENT NUMBER (if amendment): A / N ^ tsT e ): AMENDMENT NUMBER (if applicabl ^ 2ND ^ 3RO ^ NSULTANT ( ~ p~^n C~ 1-G'C~S : NAME OF CO `_ ~. //~~ AMOUNT: ^ OVER $25,000' (A) ..~'"" ^ UNDER $25,000` (N) ~~ r'rrr~l) V ~'`^ COUNCIL APPROVAL DATE: ITEM #: TERM OF AGREEMENT- EFF CTIVE DATE: ~T1~ -Iv orr ~~/LS TERMINATION DATE: ~~i,,~- -~ ~0 arm du.>4~.- SIGNATURES REQUIRED: ~,r ,Ly VENDOR'S ^ AGENCY ^ CITY ATTORNEY Y ~, OTHER Ch~'~ (INSURANCE APPROVAL' REClUIREIJ BY GAO RRiQFt Td SU#3MITTING TO COTC) INSURANCE REQUIRED: ^ YES ~ NO (Provide City Attorney Office approval) ^ AUTO ^ CGL (Commercial General Liability) ^ PROFESSIONAL LIAB ERS COMPENSATION K OR ILITY ^ W COMMENTS: ~'v5 lAJ(LS p t~ ~ r~ ClA~ PE-2S• '~'12S Q . t7'( FOR CLERK OFFICE USE ONLY: ^ PROCESS ^ DO NOT PROCESS ^ MISSING CONTACTlPROJECT MANAGER INFORMATION ^ MISSING SIGNATURES ^ NEEDS COUNCIL APPROVAL ^ OTHER ADDITIONAL REMARKS: * Charter amendment effective December 21, 2006 for City Manager contract