SanTrax Contract
Agreement, made this day of 1995 between Sandsport Data Services, Inc., a
domestic corporation having its principal place of office at 26 Harbor Park
Drive, Port Washington, New York, hereinafter referred to as "Processor" and
__________________________________., a domestic not-for-profit corporation
having its principal office at __________________________, herein referred to as
"Vendor".
Whereas, Vendor is in the business of rendering home care services within
the jurisdiction of the Human Resources Administration of the City of New York,
hereinafter referred to as "HRA", and under contract by the City of New York to
render services to City's clients and Vendor desires certain computer and
telephone-related services as provided herein; and whereas, processor desires,
and is able, to furnish such services as provided herein.
Now, therefore, in consideration of the mutual agreements set forth herein
the parties hereto agree as follows:
1. Vendor represents to Processor that it has contracted with the City of
New York, to deliver home attendant services to designated clients.
2. Vendor will make available to Processor client schedules, client's phone
numbers, and client's name. Vendor will also make available to Processor
attendant's name and social security number.
3. Processor will assign to Vendor an 800 telephone number to allow
attendant to log in and log out from client's residence when arriving and
departing.
4. Client authorized twenty-four hour assignment (sleep-in cases), will
require attendant to log in once a day at an assigned time.
5. Cluster client cases, will require attendant to log in at the beginning
of each assignment and log out at the end of the day from last assignment.
6. The Vendor will be responsible for maintaining the client database of
information including client schedule and client phone number, and the attendant
database of information including attendant's name and social security number.
The On-Line Time Sheet System (OTS) provides Vendor with the facility to update
the client (including the schedule) and the attendant data base.
7. Processor will record all calls received. SanTrax will verify the
following:
- Call was received from correct client location.
- The attendant social security number is from an active
employee of the Vendor.
- Calls received were for scheduled assigned times.
8. SanTrax will generate reports on demand as follows:
- No show report - listing all clients scheduled to receive care
and no call was received from home care worker.
- Unscheduled report - listing of clients who are not scheduled
to receive care yet a log in call was received.
- Unidentified phone numbers - listing of phone calls received
that are not identified as belonging to any clients.
- Unidentified attendants - listing of unidentifiable employee
social security numbers that were received.
- Daily call summary - listing of all activity from the
preceding day.
- Weekly call summary - listing of all activity from preceding
week.
9. SanTrax will consider an attendant on-time if they arrive within __
minutes of their assigned time. The attendant will also be given full credit if
they leave within __ minutes of the scheduled depart time. However, at the end
of the week, the system will accumulate all the late minutes and reduce total
hours worked in increments of __ minutes. The most the attendant will be
credited within one week for time not worked is __ minutes. The rounding of
hours will be performed within each client assigned that week.
10. The Vendor will require attendants to log in when they arrive at the
assigned client's home by picking up the phone and depressing the tones on the
phone to correspond to employee's social security number, or the employee can
enter his or her social security number by speaking the digits into phone. The
attendant will log out when leaving the assigned client's home, following the
same procedure as the log in. The maximum calls per visit should not exceed two
calls.
11. As an option, SanTrax can verify the person calling is the individual
assigned. The feature is voice verification and requires caller to use voice
recognition. To use the feature, all employees must go through an enrollment
process.
12. The log in and log out times cannot be altered; they remain as
permanent records. The Vendor may adjust total hours worked when situation
warrants. Special passwords are available to limit access to this feature.
13. The Processor will tally hours worked daily. The Vendor will review the
Daily Call Summary and make adjustments and corrections. The hours recorded will
be inputted into the payroll module and the MMIS billing module.
14. Processor agrees that all information pertaining to the recipient or
the provider of services contained in its files and all information pertaining
to such recipients and/or providers or learned from official HRA files or
records or from other sources, shall be held confidential by processor pursuant
to the provisions of the New York State Social Services Law, the Federal Social
Security Act and any other applicable laws and any regulation promulgated
thereunder, and shall not be disclosed to unauthorized persons.
15. Processor agrees not to use, for any unauthorized purpose whatsoever,
any information pertaining to the recipient or provider of services or learned
from Vendor or official HRA
files or records, or from other sources. For the purpose of this clause,
unauthorized purpose means any use whatsoever not specifically authorized by
Vendor.
16. In the event that the contract between the Vendor and the City of New
York is terminated for any reason whatsoever, or the City of New York dissolves
the program involved herein, this contract shall terminate immediately.
17. The terms of this Agreement shall run through ______________ and shall
continue thereafter until terminated by either party on at least __ days prior
written notice to the other. Sandsport agrees that it will not increase any of
the fees through _______________. Thereafter such fees may be increased by
Sandsport upon at least __ days prior written notice to Vendor. Any such price
increase shall become effective unless Vendor gives Sandsport at least __ days
prior written notice of its intention to terminate this Agreement on the
effective date of such increase, in which case this Agreement shall, not
withstanding anything to the contrary, terminate on such date.
18. This contract embodies all the terms of the agreement between parties.
Any modifications hereto shall be in writing and signed by both parties.
19. Any disputes arising between the parties as to billing charges must be
settled within ______ of receipt of billing by Vendor.
20. Processor agrees to allow audit firms hired by Human Resource
Administration of the City of New York, to audit its computer systems and
operating procedures in order to form an opinion of the security and integrity
of the system.
21. Vendor hereby acknowledges that it shall have access to and come in
contact with certain information and documentation which is the property of
Processor which is copyrighted and/or which Processor considers a proprietary
trade secret ("Confidential Information"). Vendor hereby agrees that:
- All such confidential information shall be retained at the
premises of Vendor unless Vendor obtains the expressed written
consent of the Processor that such confidential information
may be removed.
- Vendor will use reasonable means (not less than that used to
protect its own proprietary information) to safeguard
Processor's confidential information.
- Vendor shall not show or otherwise disclose any portion of the
materials or their contents to anyone other than its
employees.
- It will make no copies of the confidential information.
- It will return all confidential information promptly upon
request of the company.
22. Processor agrees to comply with equal employment provision relating to
subcontractors, where applicable, that are set forth in Part II, Section 6, of
the Home Attendant Service Agreement between Vendor and HRA and all amendments
and modifications to such provisions.
23. Processor will not violate or in any way infringe upon the rights of
third parties, including, but not limited to, property, contractual, employment,
trade secrets, proprietary information and nondisclosure rights, or any
trademark, copyright or patent rights.
24. Processor is the lawful user of all programs used in providing the
services hereunder; rights to use such programs have been lawfully acquired by
Processor and Processor has the absolute right to permit Vendor access to or use
such programs.
25. Processor will comply with and be responsible for ensuring that its
employees, agents and subcontractors comply with all applicable federal, state,
and local laws, rules, and regulations relating to the performance of the
services, and that it will have obtained such permits licenses, and other forms
of documentation and authorization required to comply with such laws, rules and
regulations.
26. Processor hereby indemnifies and shall hold harmless Vendor against all
liability to third parties (other than liability which is the fault of the
Vendor), including, without limitation, (a) any liability incurred (but only as
the result of a final, binding and non-appealable judgment of a court of
competent jurisdiction) directly based upon Processor's actual infringement of
U.S. Patent Number 5,255,183 and (b) any liability incurred as a result of an
improper determination of benefit eligibility, arising from or in connection
with Processor's improper performance of the services or any breach of the
Processor's warranties provided for herein and accordingly shall on demand
reimburse any indemnified party for any and all loss. Liability, fine, penalty,
cost, or expense which may for any reason be imposed upon any indemnified party
by reason of any suit, claim, action, proceeding or demand by and third party
which results from Processor's performance of the services.
27. This Agreement shall be governed by the laws of the State of New York,
without regard to principles of conflict of laws but including any applicable
provisions of the New York Uniform Commercial Code, except to the extent that
the provisions of this Agreement are clearly inconsistent therewith, in which
case the provisions hereof shall be controlling.
28. Any notices or other communications required or permitted hereunder
shall be in writing and will be deemed sufficiently given only if delivered in
person or sent by telex, telecopier, first-class mail or recognized courier
service, postage and other charges pre-paid addressed as follows:
If to Processor:
Sandata SanTrax
Sandsport Data Services
26 Harbor Park Drive
Port Washington, NY 11050
Attention: President
If to Vendor:
Address of Vendor
Attention: Director (or to such other address as the addressee may
have specified in a notice duly given to the sender as provided herein.
29. Vendor agrees to pay Processor as follows:
Start up fee $
Weekly per client charge
(or)
Optional: Voice verification:
Enrollment fee per attendant
Weekly per client charge
30. This Agreement, together with any schedules, appendices and other
attachments hereto, all of which are hereby incorporated by reference herein and
made a part of this Agreement, constitutes the entire Agreement between
Processor and Vendor and supersedes all proposals, oral and written and all
other communications between the parties in relation to the subject matter of
this Agreement. Except as otherwise provided herein, no amendment, modification
or other variation of this Agreement shall be effective until reduced to writing
and executed by the parties hereto.
In witness whereof, the parties have caused this Agreement to be executed
by their respective duly authorized officers.
SANDSPORT DATA SERVICES, INC. VENDOR
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Hugh Freund Name
President Title
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Date Date