R-2016-215 2016-12-12RESOLUTION NO. R2016-215
A Resolution of the City Council of the City of Pearland, Texas, authorizing the
City Manager or his designee to renew a contract for EMS billing and collection
services with Digitech Computer, Inc. at the rate of 4.95% of net collections
(plus an approximate $2,075 per month for ePCR software fee) for the period of
December 16, 2016 through December 15, 2017.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That the City previously awarded a unit supply contract for EMS billing and
collection services to Digitech Computer. Inc.
Section 2. That the City Council hereby renews the bid to Digitech Computer, Inc., in the
rate amount reflected in Exhibit "A", attached hereto in.
Section 3. The City Manager or his designee is hereby authorized to execute a contract
renewal for EMS billing and collection services.
PASSED. APPROVED and ADOPTED this the 12th day of December, A.D., 2016.
ATTEST:
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
t
TOM REID
MAYOR
BILLING SERVICE AGREEMENT
AGREEMENT made this /0 day of . % J in the year 2012 ("Agreement")
between DIGITECH COMPUTER, INC. ("DIGITECH") maintaining its principal
place of business at 555 Pleasantville Road, Suite 110N, Briarcliff Manor, N.Y. 10510
and CITY OF PEARLAND, TEXAS("CLIENT") maintaining its principal place of
business at 3519 Liberty Drive, Pearland, TX 77581.
WITNESSETH:
In consideration of the terms, covenants, and considerations herein contained, the parties
agree as follows:
I. SERVICES
A. DIGITECH will provide CLIENT the services ("Services") specified in
Sections I, II and III of Rider A — Description of Services, Fees and Client
Responsibilities.
II. PAYMENT
A. CLIENT agrees to compensate DIGITECH for the Services as described in
Rider A, as applicable.
B. All payments will be due within thirty (30) days of receipt of DIGITECH'S
invoice.
C. DIGITECH reserves the right to suspend or terminate the Services if any
invoice remains unpaid for sixty (60) days from the date of invoice, unless
DIGITECH receives reasonable documentation questioning the invoice within
fifteen (15) days of the invoice date. In the event an invoice is disputed in
good faith, CLIENT is entitled to withhold only that part of the invoice that is
in dispute.
D. In the event, that any invoice remains unpaid sixty (60) days from the invoice
date, DIGITECH, at its option, may elect to terminate this contract upon forty-
five (45) days prior notice to CLIENT.
E. In the event that the Services are suspended in accordance with paragraphs C
and/or D above, all undisputed outstanding invoices must be paid in full.
Further, DIGITECH, at its option, may require prepayment for future Services
as a condition of reactivating CLIENT'S account.
F. All of CLIENT'S contractual obligations as stated herein will remain in full
force and effect throughout the suspension period. Specifically, CLIENT
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shall remain liable for all fees due DIGITECH as if this Agreement were not
suspended, regardless of who performs the Services. The purpose of this
clause is to prevent CLIENT from terminating this Agreement by not paying
DIGITECH. DIGITECH will have no liability to CLIENT for damages of
any type or nature arising from the suspension of Services under this Article
IL
G. In the event CLIENT does not renew this Agreement, DIGITECH shall
require prepayment for Services to be rendered after DIGITECH'S receipt of
CLIENT'S termination notice.
III. CONFIDENTIALITY
A. DIGITECH acknowledges and agrees that any and all information and
material supplied by CLIENT to DIGITECH hereunder shall remain the
property of CLIENT. DIGITECH will not make copies of such information
or material, except to the extent necessary to perform the Services under this
Agreement. DIGITECH, its employees, agents, assigns, subcontractors and
successors shall keep strictly confidential all information designated by
CLIENT as "confidential." With regard to CLIENT'S Protected Health
Information ("PHI"), DIGITECH will perform the Services hereunder in
accordance with the HIPAA Business Associate Agreement set forth in Rider
B.
B. CLIENT acknowledges and agrees that the software, and all other systems
related to the provision of Services hereunder, are DIGITECH'S confidential
proprietary information, and, except to the extent necessary to comply with
law, CLIENT agrees that it will disclose such material only to those of its
employees and agents who have a need to know, that it will use such material
only in connection with the Services hereunder, and that it will take all
reasonable precautions to prevent the disclosure of such confidential
information to, or use by, any other party. CLIENT acknowledges and agrees
that all software developed by DIGITECH for CLIENT using CLIENT'S
specifications, or DIGITECH'S specifications, or a combination of both, will
remain DIGITECH'S confidential proprietary property, unless the parties have
otherwise agreed in writing.
C. CLIENT will not be obligated to provide DIGITECH with any information,
which by law or its own policy, may not be provided to DIGITECH. Upon
any termination of this Agreement, PHI will be treated as set forth in Rider B.
D. Each party agrees that during the term of this Agreement, and for a period of
one year thereafter, it shall not hire or retain, as an employee or otherwise, any
of the other party's employees, unless the parties have otherwise agreed in
writing.
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IV. TERM, TERMINATION AND RENEWAL
A. The initial term ("Initial Term") of this Agreement shall comprise the
following: (i) an implementation/training period of thirty (30) days
commencing with the date of this Agreement, which period may be extended
for good faith reasons upon mutual agreement of the parties, ending with a go -
live date, on which claim processing commences ("Go -Live Date"); and (ii) a
three (3) year claim processing period commencing with the Go -Live Date.
DIGITECH will be entitled to its fees as described in Rider A for all
transports conducted from the Go -Live Date through the end of the Initial
Term. After the expiration/termination of this Agreement, DIGITECH shall
be responsible for continuing to process collections for transports that
occurred during the term of this Agreement for a period of up to ninety (90)
days after the date of expiration/termination.
13. At the end of the Initial Term, either party shall have the option to renew the
agreement for two (2) successive one-year renewal periods unless either party
notifies the other party, in writing, at least ninety (90) days before the end of
the then current term that it elects to cancel this Agreement. DIGITECH, at its
option, may send a renewal notice to CLIENT sixty (60) days prior to the end
of the then current term stipulating new pricing for the next renewal period. If
CLIENT does not agree to the new pricing within thirty (30) days of the date
of the renewal notice, then this Agreement shall be deemed terminated at the
end of the then current term.
C. Either party inay, upon thirty (30) days written notice identifying specifically
the basis for such notice, terminate this agreement for breach of a material
term or condition of this Agreement, provided that the party in breach shall
not have cured such breach, or taken substantial steps toward curing such
breach, within the thirty (30) day period. This paragraph does not apply to
nonpayment, which is addressed in paragraph II(D) above.
D. After the one year anniversary of the Go -Live Date, either party may
terminate this Agreement for convenience at any time during the term of this
Agreement by providing the other party ninety (90) days prior written notice.
E. Notwithstanding anything to the contrary in this Agreement, either party may
immediately terminate this Agreement in the event:
1. The other party becomes insolvent, bankrupt, files a voluntary petition
in bankruptcy, makes an assignment for the benefit of creditors, or
consents to appointment of a trustee or receiver, or has an involuntary
petition of bankruptcy filed against it: or
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2. the legal authority of the other party to operate its facility or provide
services as required hereunder is suspended or terminated; or
3. a party hereto is excluded from participation in any state and/or federal
health care program.
V. INDEMNITY AND LIABILITY
A. To the extent allowed by law, each party shall indemnify, defend and save the
other, and its agents, employees and subcontractors ("Indemnified Parties")
harmless from (i) any and all claims against the Indemnified Parties of
whatever nature, arising from any act, omission, misrepresentation, fraud,
violation of any law, breach of confidentiality, breach of Rider B, intellectual
property violation, or any willful, wanton, reckless, or grossly negligent act
committed by the defaulting party, or its agents, employees and
subcontractors, and (ii) any breach, violation or non-performance of any
covenant or condition in this Agreement, including nonpayment. This
indemnity and hold harmless agreement shall include indemnity from and
against any and all liability, fines, suits, demands, arbitration fees, costs and
expenses of any kind or nature (including reasonable attorney's fees) incurred
in connection with any covered claim or proceeding, including the defense of
this Agreement. Notwithstanding the foregoing, the parties liability shall be
limited as set forth below in paragraphs V(B) through (H).
B. To the extent permitted by law, DIGITECH'S liability shall be limited to
amounts paid by DIGITECH' S errors and omissions insurance policy,
excluding any applicable deductible or retention under that policy, for which
DIGITECH shall remain liable. DIGITECH agrees to maintain no less than
$3,000,000 in errors and omissions insurance for the duration of this
Agreement. Further, in no event shall either party be liable to the other for
any loss in profits, or for any special, incidental, indirect, consequential or
other similar damages suffered in whole, or in part, in connection with this
Agreement, even if a party or its agents have been advised of the possibility of
such damages. Further, in no event shall either party be liable for any delay or
failure of performance that is due to causes or conditions beyond that party's
reasonable control (this clause does not apply to CLIENT'S payment
obligations).
C. Both DIGITECH and CLIENT are independent contractors. Neither party, by
virtue of this Agreement, assumes any liability for any debts or
obligations of either a financial or legal nature incurred by the other party.
D. CLIENT specifically agrees that it is solely responsible to repay any
overpayments, denials, recoupments and/or offsets, including interest,
penalties and other fees, sought, demanded or initiated by any governmental
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or commercial carrier, payer or insurer in the event it is determined that
CLIENT is not entitled to payment for its services rendered, or if any such
carrier, payer or insurer determines that CLIENT has been paid any amounts
in excess of what is otherwise due and payable under the terms of the
applicable governmental or commercial benefit program or insurance policy.
In no event will DIGITECH'S liability regarding any such bill or claim
exceed the fee paid to DIGITECH to process such item, except this limitation
of liability shall not apply to any claims or liability that may arise out of
misrepresentation, fraud, or violation of any law, or any willful, wanton, or
reckless conduct by DIGITECH.
E. DIGITECH will not be liable in the event of a recoupment if DIGITECH is
directed by the CLIENT to bill against DIGITECH'S advice and an audit
determines that the item/trip should not have been billed. CLIENT will not be
entitled to any refund or credit of any fee paid to DIGITECH, and DIGITECH
will have no liability whatsoever in the event of such recoupment.
F. In the event that an internal or external audit of paid claims determines that
there was an overpayment for which DIGITECH collected a fee based on
claims given an incorrect level of service and/or inaccurate rates, DIGITECH
will issue a credit to CLIENT for an amount equal to the DIGITECH fee
earned on the amount overpaid and returned. The credit will be capped at the
amount of the fee paid to DIGITECH for each adjusted claim.
G. In the event that the CLIENT receives a duplicate payment or overpayment
and must refund the payer (e.g., the insurance company paid the same invoice
twice, or the insurance company and patient paid the same claim, or two
different insurance companies paid the same claim), DIGITECH will give the
CLIENT a credit in an amount equal to the portion of DIGITECH'S fee that
applies to the duplicate payment or overpayment.
H. CLIENT acknowledges that DIGITECH is not a guarantor of collection, and
that it shall not be responsible for any uncollected bills. CLIENT may
subcontract with any third party collection agency to follow up regarding
accounts that DIGITECH deems uncollectible after attempting to collect
pursuant to the terms of this Agreement and Rider A.
VI. EXCLUSIVITY
A. CLIENT agrees that all billing Services outlined herein will be performed by
DIGITECH exclusively during the term of this Agreement.
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VII. COMPLIANCE
A. DIGITECH warrants and represents that it maintains adherence to the Office
of Inspector General of the Department of Health and Human Services
Compliance Program Guidance for billing companies as published in the
Federal Register.
B. DIGITECH agrees to comply with all applicable federal and state laws,
including "anti -kickback," "excessive charges," and other regulations relevant
to this Agreement.
C. CLIENT represents and warrants that it is not excluded from participation in
any state and/or federal health care programs. CLIENT further agrees to
notify DIGITECH within five (5) business days of CLIENT'S discovery that
it is the subject of any actions, investigations or other proceedings that could
lead to its exclusion from any state and/or federal health care programs.
D. CLIENT represents and warrants that it is permitted by law to charge a fee
and/or otherwise bill and be paid for its services, and that all fees and charges
of CLIENT are solely determined by CLIENT, and are consistent with
CLIENT'S legal obligations under any local, state and/or federal laws.
E. CLIENT represents and warrants that it shall submit only truthful and accurate
facts and documentation to DIGITECH for billing purposes. CLIENT is
hereby advised that DIGITECH shall rely upon the documentation and factual
representations made to it by CLIENT regarding the eligibility of the services
rendered for payment according to applicable reimbursement laws, rules or
policies.
VIII. INSURANCE
A. DIGITECH shall maintain, at its expense, at minimum, the following
insurance coverage during the term of this Agreement:
1. Comprehensive General Liability. Comprehensive General Liability
Insurance, including Premises and Operations, Contractual Liability,
Independent Contractor's Liability, and Broad Form Property Damage
Liability coverage:
a) General Aggregate $2,000,000
Products and Completed Operations $2,000,000
Personal and Advertising $1,000,000
Each Occurrence $2,000,000
Fire Damage any one fire $100,000
Medical Expense any one Person $5,000
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2. DIGITECH also shall maintain errors and omissions insurance
coverage in an amount not less than $3,000,000. Prior to the
execution of this Agreement, DIGITECH shall provide proof of
such coverage to CLIENT.
3. The CLIENT, its officers, officials, employees and volunteers are
to be covered by DIGITECH's insurance policies as additional
insured's with respect to: liability arising out of activities
performed by or on behalf of DIGITECH, premises owned,
occupied or used by DIGITECH; or automobiles owned, leased,
hired or borrowed by DIGITECI-I. The coverage shall contain no
special limitations on the scope of protections afforded CLIENT,
its officers, officials, employees, or volunteers.
4. DIGITECH shall furnish CLIENT with certificates of insurance,
with original endorsements, effecting coverage required by this
Agreement. The certificates and endorsements are to be signed by
a person authorized by that insurer to bind coverage on its behalf.
All certificates and endorsements are to be received and approved
by CLIENT before work commences.
IX. SALES TAX
A. CLIENT agrees to reimburse DIGITECH for any and all sales tax liabilities
that may arise as a result of this Agreement.
X. NOTICES
A. All notices or other communications required or contemplated herein shall be
in writing, sent by certified mail return -receipt -requested, overnight delivery,
or personal delivery, addressed to the party at the address indicated below, or
as same may be changed from time to time by notice similarly given. Notices
shall be deemed given three (3) business days after mailing, if by certified
mail, the next business day, if by overnight delivery, or, if hand delivered, on
the date of such delivery.
If to DIGITECH:
Mr. Mark Schiowitz
President
DIGITECH COMPUTER, INC.
555 Pleasantville Road, Ste 110N
Briarcliff Manor, NY 10510
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If to CLIENT: ,�``'
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XL MODIFICATION; GOVERNING LAW; ARBITRATION; ENTIRE
AGREEMENT; FURTHER ASSURANCES; SEVERABILITY; WAIVER;
AUTHORITY; SUCCESSORS AND ASSIGNS
A. No provision of this Agreement shall be deemed waived, amended or
modified by either party unless such waiver, amendment or modification is in
writing and signed by the party against whom enforcement is sought.
B. This Agreement shall be governed by the laws of the State of Texas without
regard to the principles of conflicts of laws.
C. This Agreement, including the attached rider(s) and exhibit(s), contains
the entire agreement between the parties relating to this transaction and
supersedes all previous understandings and agreements between the parties
relating to this subject matter. Each party acknowledges that it has not relied
on any representation, warranty, or other assurance made by, or on behalf
of, the other party, except as expressly set forth herein.
D. From time to time, each party will execute and deliver such further
instruments, and will take such other action as the other party may reasonably
request, in order to discharge and perform its respective obligations and
agreements hereunder.
E. Any provision of this Agreement prohibited by applicable law will be
ineffective to the extent of such prohibition without invalidating the remaining
provisions hereof.
F. The failure of either party to require strict performance of any provision will
not diminish that party's right thereafter to require strict performance of any
provision.
G. The signatories below have the authority to sign on behalf of the respective
parties.
H. This Agreement shall be binding on, and will inure to the benefit of, the
parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
CITY OF PEARLAND, TEXAS
By:
Name: i L/ 1 �- f f c\
Title: _ . elA, e1
Date: q Its h --
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DIGITECH COMPUTER, INC.
By:
Name:Rmei<
Title:
(//7/2—
Date:
RIDER A
CRIPTION OF SERVICES FEES AND CLIENT RESPONSIBIL TIES
This ' der a part of the Agreement between DIGITECH and CLIENT dated
0
L BILLING SERVICES
A. DIGITECH shall provide the following billing and collection services which
are contingent upon CLIENT fulfilling the responsibilities outlined in Rider
A, Section X below:
1. DIGITECH shall perform Patient Care Report ("PCR") processing (to
be performed within two business days of DIGITECH'S receipt of
PCR from CLIENT), including:
a) Review client prepared PCR'S for content, level of service and
diagnosis;
b) Procedure Coding; and
c) Eligibility and Insurance Research and Verification.
2. DIGITECH shall perform billing as follows (completed within one
business day of PCR processing unless otherwise required or allowed):
a) Electronic Invoicing
(1) Medicare;
(2) Commercial Insurance; and
(3) Medicaid (billed weekly).
b) Paper Invoicing
(1) CMS -1500 for Commercial Insurance;
(2) Self -Pay;
(3) Facility (where applicable); and
(4) CMS -1500 for Medicaid (where applicable).
II. COLLECTION SERVICES
A. DIGITECH will provide the following collection services covering the
following types of providers:
1. Facility
a) Mail a maximum of 3 invoices/notices, at 30 day intervals; and
b) Make a maximum of 2 follow-up calls.
2. Patient or Self Pay
a) Mail a maximum of 3 invoices/notices, at 30 day intervals;
b) Make a maximum of 2 follow-up calls; and
c) Recommend to CLIENT amounts to be placed in legal
proceeding upon the earlier of DIGITECH'S determination that
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the amount is uncollectible or 120 days from the first invoice
date.
3. Insurance
a) Mail a maximum of 3 invoices/notices, at 45 day intervals;
b) Make a maximum of 3 follow-up calls; and
c) File appeals upon notice of denial, where applicable.
4. Medicaid
a) Process denials;
b) Follow-up on pending claims; and
c) Resubmissions.
5. Medicare
a) Process denials;
b) Follow-up on pending claims; and
c) Resubmissions.
B. Claims resolution and appeals
C. Remittance Posting
D. Resubmission of denials, pending and held items
E. Interfacing with carriers on behalf of CLIENT
F. All payments received by payers for CLIENT shall be deposited into one or
more bank accounts controlled by CLIENT, pursuant to CLIENT'S written
instructions.
G. DIGITECH will interface with CLIENT'S collection agency as follows:
1. Create and download one collection file per month using the industry
standard XML collection file format; and
2. In the event CLIENT'S collection agency requires a format that differs
from the industry standard XML format or requires more than one file
submission per month, DIGITECH reserves the right to charge
CLIENT additional fees as necessary. DIGITECH will not commence
any such additional work without CLIENT'S approval.
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III.REPORTING SERVICES
A. DIGITECH will grant CLIENT access to its billing services reporting system.
Such reporting includes but is not limited to, Master Files, Receivable
Tracking, Receivable Reporting, Financial Scorecard and System Reporting.
B. DIGITECH shall send to CLIENT, via email, its standard monthly reporting
package which shall include:
1. Accounting Reports
a) Sales original, sales payer re -class, adjustments, cash and aged
accounts receivable (accounts receivable roll forward for
general ledger entry); and
2. Transport Reports
a) Per Trip Data and Collection Percentages.
IV. FEES/BILLING, COLLECTION AND REPORTING SERVICES
A. DIGITECH will charge a fee for the Services described above as follows:
CLIENT shall pay to DIGITECH a fee equal to 4.95% of monthly EMS
billing collections.
DIGITECH'S percentage fee for service covers claims with a date of service
commencing on the go -live date of the contract. DIGITECH reserves the right
to charge a different, fixed price fee for claims with a date of service prior to
the agreed upon go -live date.
DIGITECH shall provide one interface from DIGITECH'S EMS billing
software to CLIENT'S existing ePCR vendor ImageTrend, Inc. at no charge
to CLIENT.
Pricing is based on the accuracy of the transport and billing data provided by
the CLIENT during the RFP process. Should the data provided to us prove to
be in error, we reserve the right to exit the contract, provided DIGITCH gives
CLIENT a 45 day notice of termination.
Note: DIGITECH'S fee does not include the processing of claims in which the
CLIENT has a contractual obligation to transport and not bill, such as
financial hardship cases and prisoner transports. In addition, DIGITECH'S fee
does not cover non -ambulance transports such as ambulette, wheelchair, and
medivan transports. See Rider A, Section VII — Fees/Other below.
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B. The fees are invoiced monthly approximately ten (10) days after the end of
each month.
C. The DIGITECH fees do not cover costs or additional fees associated with the
placement of delinquent accounts with a third party collection agency. Any
fees earned by third partly collection agencies from the collection or
settlement of past due accounts placed with such agency shall be the
responsibility of the CLIENT.
V. FEES/TRAINING
A. CLIENT training shall be billed at a rate of $125 per hour, per trainer, whether
done in person or remotely via telephone or the Internet. Training includes
menu navigation, report generation, claim input processing, and claim
scanning.
B. DIGITECH shall grant CLIENT an initial one (1) time training allotment of
ten (10) hours. The initial training allotment shall expire three (3) months after
the date of this Agreement.
C. DIGITECH may require a work order prior to the provision of such services.
VI. FEES/PROGRAMMING
A. Time requested for special projects, including but not limited to, custom
software development, non-standard report creation, data conversions and
platform work will be billed at DIGITECH'S current hourly rate of $200 per
hour, per programmer,
B. DIGITECH may require a work order prior to the provision of such services.
VII. FEES/OTHER
A. Fees for the processing and/or collection of claims not covered by this
Agreement shall be negotiated on a case-by-case basis. Such claims may
include, but are not limited to, claims with dates of service not covered by this
Agreement, non -ambulance claims, and non -billable claims.
B. Time expended by DIGITECH, on behalf of CLIENT, to cover services not
covered by this Agreement or tasks that fall under the responsibility of the
CLIENT shall be billed at a rate of $50 per hour, per clerk. Such services
include, but are not limited to, data entry, scanning and call taking/input.
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C. DIGITECH may require a work order prior to the provision of such services.
VIII.FEES/ePCR SOFTWARE & HARDWARE, ePCR DOCUMENTATION
TRAINING AND BANK LOCKBOX SERVICES
A. ImageTrend ePCR Software Fee
1. CLIENT agrees to pay DIGITECH an ImageTrend ePCR software fee
of approximately $2,075 per month. Such fee shall be invoiced as a
separate line item and will be calculated using the actual number of runs,
as reported on the ImageTrend invoice, times $4.15 per run. Example: 500
runs per month @ $4.15 per run would yield a monthly fee of $2,075.
B. ePCR Documentation Training
1. Digitech will enlist the professional services of Page, Wolfberg &
Wirth, LLC, one of the top law firms in the country for EMS billing
related issues, to travel to your site for an extensive ePCR documentation
training session for your field personnel. This hands-on session is
designed to improve your medics' field documentation through training
and education.
2. The cost of this service is included in DIGITECH'S 4.95% fee.
C. Bank Lockbox Services
1. All fees and charges associated with the establishment and
maintenance of a lockbox are included in DIGITECH'S 4.95% fee.
IX. REIMBURSABLE EXPENSES
CLIENT will reimburse DIGITECH for travel expenses (at cost).
X. CLIENT RESPONSIBILITIES
A. CLIENT agrees to provide DIGITECH all information required to perform the
Services. Furthermore, CLIENT agrees to deliver said information in one of
the following two ways:
1. Standard Data Entry Protocol
CLIENT agrees to enter all transport data into the DIGITECH
system within one (1) business day of transport. Such information
includes, but is not limited to:
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a) Client Information;
b) Date of Service;
c) Level of Service;
d) Transport "From" Address;
e) Transport "To" Address; and
f) Other Transport Information, as needed.
CLIENT shall scan PCRs into the DIGITECH system within one
(1) business day of transport.
CLIENT shall scan into the DIGITECH system all other required
paperwork, including but not limited to, Medicare Assignment of
Benefits Signature and Physicians Certification Statement ("PCS")
forms for repetitive and non -repetitive transports, where
applicable.
CLIENT shall procure scanner(s) in order to scan PCR'S and other
required forms as stated above into DIGITECH'S system.
2. Automated Field Data Collection
CLIENT shall:
a) Provide file layout of field data collection data file with field
mappings;
b) Provide sample of field data collection file;
c) Provide a daily file of previous days' calls so that DIGITECH
can download file onto DIGITECH'S servers and/or import
data into the DIGITECH billing system;
d) Pay all third party vendor fees incurred to purchase, support,
integrate and maintain the CLIENT'S field data collection
system; and
e) Provide a daily, weekly or monthly (depending on call volume)
report of all billable transports to DIGITECH for reconciliation
purposes.
B. CLIENT agrees to provide copies of all remittances or electronic remittance
files necessary for posting by DIGITECH within four (4) business days of
receipt of remittance(s). DIGITECH requires the original, unaltered or "raw"
electronic payer file that is produced by the payer. DIGITECH will not accept
files which have been modified by any non -payer party. DIGITECH will not
accept paper remittances in lieu of electronic remittances. CLIENT agrees to
pay charges incurred to convert a payer file back to its original, unaltered or
"raw" state.
C. In cases where DIGITECH has verified payment, but CLIENT cannot provide
remittance advice, DIGITECH will provide such listing to CLIENT and
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CLIENT agrees to allow DIGITECH to apply such payments. CLIENT
agrees that the application of such payments by DIGITECH will entitle
DIGITECH to earn the fees described in Rider A, Section IV above.
D. CLIENT agrees to establish and maintain a broadband or high speed Internet
connection, with static IP address, from its place of business to the Internet.
E. CLIENT agrees to complete and submit all Registration/Change of
Information Applications with the insurance processors, including, but not
limited to Medicare, Medicaid and Blue Cross Blue Shield. DIGITECH shall
confirm receipt of applications and continue follow-up with insurance
processors until final approval where possible. DIGITECH will inform
CLIENT if the CLIENT'S intervention is required by processor.
F. CLIENT agrees to authorize DIGITECH to execute and submit all
Registration/Change of Information Applications with the insurance
processors, including, but not limited to Medicare, Medicaid and Blue Cross
Blue Shield, where necessary.
G. CLIENT agrees to pay for any enrollment or revalidation fees imposed by
payers.
H. Where applicable, CLIENT agrees to flag non -billable claims prior to
submission to DIGITECH for procedure coding.
XI. TRANSITION
A. In the event either party terminates under the provisions described in
Agreement Section IV — Term, Termination and Renewal, DIGITECH and
CLIENT agree to the following:
1. DIGITECH will cease all processing including the collection
services described in Rider A, Section II above, ninety (90) days
from the last transport date covered by this Agreement.
2. CLIENT will provide DIGITECH with remittance advice or cash
receipt data for a period of at least one hundred twenty (120) days
from the last transport date covered by this Agreement.
3. Subsequent to termination, for a period not to exceed one hundred
twenty (120) days, DIGITECH will provide client access to data as
follows:
a) PDF copy of AR detail report through last date of service under
contract at (no charge); and
Page 16 of 28
b) Electronic access to the existing Ambulance Commander
System for a fee to be determined.
4. Provide open accounts receivable detail in XML file format
including record layout within five (5) business days of cessation
of collection services.
IN WITNESS WHEREOF, the parties hereto have executed this Rider on the day and
year first above written on the Agreement.
CITY OF PEARLAND, TEXAS
By: fi
Name: .631
s�
Title: ( Az noec-
Date:
DIGITECH COMPUTER, INC.
s
Name: 0rC4110 .
Title: ., 4/1:' f-cro
Date: e7/2—
Page
17 of 28
BUSINESS ASSOCIATE AGREEMENT
THIS BUSINESS ASSOCIATE ADDENDUM ("Addendum"), is made and
entered into by and between the CITY OF PEARLAND, TEXAS ("Covered Entity") and
DIGITECH COMPUTER INC. ("Business Associate"). This Addendum shall form a
part of all agreements and other engagements as are currently in effect between the
parties under which Protected Health Information ("PHI") (as defined in Article 1 of this
Addendum) is provided, created or received by Business Associate from or on behalf of
Covered Entity (collectively, the "Agreement"), and shall supersede and replace any
business associate agreement or amendment previously entered into between Covered
Entity and Business Associate in accordance with the requirements of HIPAA (as defined
below) and/or the HITECH Act (as defined below). This Addendum is effective as of the
effective date of the Agreement (the "Effective Date").
RECITALS
WHEREAS, in connection with the performance of their respective obligations
under the terms of the Agreement, Covered Entity may disclose certain information to
Business Associate, and Business Associate may use and/or disclose certain information,
some of which may constitute PHI; and
WHEREAS, Covered Entity and Business Associate intend to protect the privacy
and provide for the security of PHI disclosed to, or created, utilized or disclosed by,
Business Associate pursuant to the Agreement in compliance with the Health Insurance
Portability and Accountability Act of 1996, and its implementing regulations and
guidance issued by the Secretary of the U.S. Department of Health and Human Services
(the "Secretary"), all as amended from time to time ("HIPAA"), as well as the
requirements of the Health Information Technology for Economic and Clinical Health
Act, as incorporated in the American Recovery and Reinvestment Act of 2009, and its
implementing regulations and guidance issued by the Secretary, all as amended from time
to time (the "HITECH Act"), and other applicable laws;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties do hereby agree as follows:
Article 1: Defmitions
1.1 Definitions. For the purposes of this Addendum, the following defined terms
shall have the following definitions. All capitalized terms used in this Addendum
but not otherwise defined herein shall have the meaning given in HIPAA or the
HITECH Act, as applicable.
(a) "Breach" shall have the meaning given to such term under HIPAA and
the HITECH Act, including, but not limited to, at § 13400(1) of the
HITECH Act and 45 CFR § 164.402. The term "Breach" shall also refer
Page 18 of 28
to any actual or suspected acquisition, access, use or disclosure of data in
violation of any applicable federal or state law.
(b) "Data Aggregation" shall have the meaning given to such term under the
Privacy Standards (as defined below), including, but not limited to, at 45
CFR § 164.501.
(c) "Designated Record Set" shall have the meaning given to such term
under the Privacy Standards, including, but not limited to, at 45 CFR §
164.501.
(d) "Health Care Operations" shall have the meaning given to such term
under the Privacy Standards, including, but not limited to, at 45 CFR §
164.501.
(e) "Limited Data Set" shall have the meaning given to such term under the
Privacy Standards, including, but not limited to, at 45 CFR § 164.514.
(0 "Privacy Standards" shall mean the HIPAA Privacy Rule and HIPAA
Security Rule codified at 45 CFR Parts 160, 162 and 164.
(g) "Protected Health Information" or "P111" shall have the meaning given
to such term under HIPAA, the HITECH Act, and the Privacy Standards,
including, but not limited to, at 45 CFR § 160.103.
(h) "Unsecured Protected Health Information' shall have the meaning
given to such term under HIPAA and the HITECI-I Act, including, but not
limited to, at § 13402(h) of the HITECH Act and 45 CFR § 164.402.
Article 2: Duties of Business Associate
2.1 Com fiance with Privacy Provisions. Business Associate shall only use and
disclose PHI in performance of its obligations under the Agreement and as
permitted or required by law. Business Associate agrees to be in compliance with
each applicable requirement of 45 CFR § 164.504(e) and all requirements of the
HITECH Act related to privacy and applicable as if Business Associate were a
"covered entity," as such term is defined in HIPAA.
2.2 Compliance with Security Provisions. Business Associate shall: (a) implement
and maintain administrative safeguards as required by 45 CFR § 164.308,
physical safeguards as required by 45 CFR § 164.310 and technical safeguards as
required by 45 CFR § 164.312; (b) implement and document reasonable and
appropriate policies and procedures as required by 45 CFR § 164.316; (c) use its
best efforts to implement and maintain technologies and methodologies that
render PHI unusable, unreadable or indecipherable to unauthorized individuals as
specified in the HITECH Act; and (d) be in compliance with all requirements of
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the HITECH Act related to security and applicable as if Business Associate were
a "covered entity," as such term is defined in HIPAA.
2.3 Breach of Unsecured PHI.
(a) With respect to any suspected or actual unauthorized acquisition, access,
use or disclosure ("Acquisition") of Covered Entity's PHI by Business
Associate, its agents or subcontractors, and/or any Acquisition of data in
violation of any applicable federal or state law, Business Associate shall
(i) investigate such Acquisition; (ii) determine whether such Acquisition
constitutes a reportable Breach under HIPAA, the HITECH Act, and/or
applicable federal or state law ; (iii) document and retain its findings under
clauses (i) and (ii); and (iv) take any action pertaining to such Acquisition
required by applicable federal or state law.
(b) If Business Associate discovers that a Breach has occurred, Business
Associate shall notify Covered Entity in writing without unreasonable
delay and in no case later than two (2) days after discovery of the Breach.
Business Associate's written notice shall include all available information
required by 45 CFR § 164.410 and other applicable law. Business
Associate's written report shall be promptly supplemented with any new
or additional information. Business Associate agrees to cooperate with
Covered Entity in meeting Covered Entity's obligations under the
HITECH Act and other applicable law with respect to such Breach.
Covered Entity shall have sole control over the timing and method of
providing notification of such Breach to the affected individual(s) or
others as required by the HITECH Act and other applicable law. To the
extent the Breach was caused by Business Associate or its agents,
Business Associate shall reimburse Covered Entity for its reasonable costs
and expenses in providing the notification(s), including, but not limited to,
any administrative costs associated with providing notice, printing and
mailing costs, and costs of mitigating the harm (which may include the
costs of obtaining credit monitoring services and identity theft insurance
for a period not to exceed one year) for affected individuals whose PHI
has or may have been compromised as a result of the Breach. In order to
be reimbursed by Business Associate, Covered Entity must provide to
Business Associate a written accounting of Covered Entity's actual costs
and, to the extent applicable, copies of receipts or bills with respect
thereto,
2.4 Permitted Uses of PM. Satisfactory performance of its obligations under the
Agreement by Business Associate may require Business Associate to receive or
use PHI obtained from Covered Entity, or created or received by Business
Associate on behalf of Covered Entity; provided, however, that Business
Associate shall not use PHI other than for the purpose of performing Business
Associate's obligations under the Agreement (including this Addendum), as
permitted or required under the Agreement (including this Addendum), or as
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required by law. Business Associate shall not use PHI in any manner that would
constitute a violation of the Privacy Standards if so used by Covered Entity.
2.5 Permitted Disclosures of PHI. Business Associate shall not disclose PHI other
than for the purpose of performing Business Associate's obligations under the
Agreement (including this Addendum), as permitted or required under the
Agreement (including this Addendum), or as required by law. Business Associate
shall not disclose PHI in any manner that would constitute a violation of the
Privacy Standards if so disclosed by Covered Entity. To the extent that Business
Associate discloses PHI to a third party in carrying out its obligations under the
Agreement, Business Associate must obtain, prior to making any such disclosure,
(i) reasonable assurances from such third party that such PHI will be held
confidential as provided pursuant to this Addendum and only disclosed as
required by law or for the purposes for which it was disclosed to such third party,
and (ii) an agreement from such third party to immediately notify Business
Associate of any breaches of confidentiality of the PHI, to the extent the third
party has obtained knowledge of such breach.
2.6 Minimum Necessary. Business Associate shall only request, use and disclose
PHI to the Limited Data Set, or, if needed, to the minimum necessary to
accomplish the intended use, disclosure or request, respectively. Effective on the
date the Secretary issues guidance on what constitutes "minimum necessary" for
purposes of HIPAA, Business Associate shall limit its use, disclosure or request
of PHI to only the minimum necessary as set forth in such guidance.
2.7 Retention of PHI. Unless otherwise specified in the Agreement, Business
Associate shall maintain and retain PHI for the term of the Agreement, and make
such PHI available to Covered Entity as set forth in this Addendum.
2.8 Safeguarding PHI. Business Associate shall use appropriate safeguards to
prevent the use or disclosure of PHI other than as permitted by the Agreement and
this Addendum. Business Associate will appropriately safeguard electronic PHI
in accordance with the standards specified at 45 CFR § 164.314(a). In particular,
Business Associate will implement administrative, physical and technical
safeguards that reasonably and appropriately protect the confidentiality, integrity
and availability of electronic PHI that it creates, receives, maintains or transmits
on behalf of Business Associate.
2.9 Agents and Subcontractors. Business Associate shall ensure that any agents
(including subcontractors) of Business Associate to whom Business Associate
provides PHI received from Covered Entity, or PHI created or received by
Business Associate on behalf of Covered Entity, agree in writing to the same
restrictions and conditions that apply to Business Associate with respect to such
PHI, including the requirement to implement administrative, physical and
technical safeguards that reasonably and appropriately protect the confidentiality,
integrity and availability of PHI. Business Associate shall implement appropriate
Page 21 of 28
sanctions against agents and subcontractors that violate such restrictions and
conditions, including termination of the agency or subcontractor relationship, if
feasible, and shall mitigate the effects of any such violations.
2.10 Reporting of Security Incidents. Business Associate shall report in writing to
Covered Entity any Security Incident as soon as possible after Business Associate
becomes aware of such an incident but in no case later than (2) days after the date
on which Business Associate becomes aware of any such incident. Business
Associate shall take (i) prompt corrective action to cure any deficiencies that
caused the security incident or unauthorized use or disclosure, and (ii) any
corrective action required by applicable federal and state law.
2.11 Access to Information. Within five (5) days of Covered Entity's request,
Business Associate shall provide Covered Entity with access to Covered Entity's
PHI maintained by Business Associate or its agents or subcontractors in
Designated Record Sets to enable Covered Entity to fulfill its obligations under
the Privacy Standards, including, but not limited to, 45 CFR § 164.524.
2.12 Availability of PHI for Amendment. The parties acknowledge that the Privacy
Standards permit an individual who is the subject of PHI to request certain
amendments of their records. Upon Covered Entity's request for an amendment
of PHI or a record about an individual contained in a Designated Record Set, but
not later than five (5) days after receipt of such request, Business Associate and
its agents or subcontractors shall make such PHI available to Covered Entity for
amendment and incorporate any such amendment to enable Covered Entity to
fulfill its obligations under the Privacy Standards, including, but not limited to, 45
CFR § 164.526. If any individual requests an amendment of PHI directly from
Business Associate or its agents or subcontractors, Business Associate must notify
Covered Entity in writing within five (5) days of the request. Covered Entity has
the sole authority to deny a request for amendment of PHI received or created
under the terms of the Agreement and maintained by Business Associate or its
agents or subcontractors.
2.13 Accounting of Disclosures. Upon Covered Entity's request, Business Associate,
its agents and subcontractors shall make available the information required to
provide an accounting of disclosures to enable Covered Entity to fulfill its
obligations under the Privacy Standards, including, but not limited to, 45 CFR §
164.528. For this purpose, Business Associate shall retain a record of disclosure
of PHI for at least six (6) years from the date of disclosure. Business Associate
agrees to implement a process that allows for an accounting to be collected and
maintained by Business Associate and its agents or subcontractors for at least six
(6) years prior to the request, but not before the effective date of the Agreement.
At a minimum, such information shall include: (1) the date of disclosure; (ii) the
name of the entity or person who received PHI and, if known, the address of the
entity or person; (iii) a brief description of PHI disclosed; and (iv) a brief
statement of the purpose of the disclosure that reasonably informs the individual
Page 22 of 28
of the basis for the disclosure, or a copy of the individual's authorization, or a
copy of the written request for disclosure. Where a request for an accounting is
delivered directly to Business Associate or its agents or subcontractors, Business
Associate shall within five (5) days of a request forward it to Covered Entity in
writing. It shall be Covered Entity's responsibility to prepare and deliver any
such reply to the requested accounting.
2.14 A reement to Restriction on Disclosure. If Covered Entity is required to
comply with a restriction on the disclosure of PHI pursuant to § 13405 of the
HITECH Act, then Covered Entity shall provide written notice to Business
Associate of the name of the individual requesting the restriction and the PHI
affected thereby. Business Associate shall, upon receipt of such notification, not
disclose the identified PHI to any health plan for the purposes of carrying out
Payment or Health Care Operations, except as otherwise required by law.
2.15 Accounting of Disclosures of Electronic Health Records "EHR"). If Business
Associate is deemed to use or maintain an EHR on behalf of Covered Entity, then
Business Associate shall maintain an accounting of any disclosures made through
an EHR for Treatment, Payment and Health Care Operations, as applicable. Such
accounting shall comply with the requirements of the HITECH Act. Upon
request by Covered Entity, Business Associate shall provide such accounting to
Covered Entity in the time and manner specified by the HITECH Act.
Alternatively, if Covered Entity responds to an individual's request for an
accounting of disclosures made through an EHR by providing the requesting
individual with a list of all business associates acting on behalf of Covered Entity,
then Business Associate shall provide such accounting directly to the requesting
individual in the time and manner specified by the HITECH Act.
116 Access to Electronic Health Records. If Business Associate is deemed to use or
maintain an EHR on behalf of Covered Entity with respect to PHI, then, to the
extent an individual has the right to request a copy of the PHI maintained in such
EHR pursuant to 45 CFR § 164.524 and makes such a request to Business
Associate, Business Associate shall provide such individual with a copy of the
PHI in the EIIR in an electronic format and, if the individual so chooses, transmit
such copy directly to an entity or person designated by the individual. Business
Associate may charge a fee, not to exceed Contractor's labor costs to respond, to
the individual for providing the copy of the PHI. The provisions of 45 CFR
§ 164.524, including the exceptions to the requirement to provide a copy of PHI,
shall otherwise apply and Business Associate shall comply therewith as if
Business Associate were Covered Entity. At Covered Entity's request, Business
Associate shall provide Covered Entity with a copy of an individual's PHI
maintained in an EHR in an electronic format and in a time and manner
designated by Covered Entity in order for Covered Entity to comply with 45 CFR
§ 164.524, as amended by the HITECH Act.
Page 23 of 28
2.17 Remuneration for PHI. Business Associate agrees that it shall not, directly or
indirectly, receive remuneration in exchange for any PHI of Covered Entity
except as otherwise permitted by the HITECH Act.
2.18 Limitations on Use of PHI for Marketing Purposes. Business Associate shall
not use or disclose PHI for the purpose of making a communication about a
product or service that encourages recipients of the communication to purchase or
use the product or service, unless such communication: (a) complies with the
requirements of subparagraph (i), (ii) or (iii) of paragraph (1) of the definition of
marketing contained in 45 CFR § 164.501, and (b) complies with the
requirements of subparagraphs (A), (B) or (C) of § 13406(a)(2) of the HITECH
Act. Covered Entity shall cooperate with Business Associate to determine if the
foregoing requirements are met with respect to any such marketing
communication.
2.19 Governmental Access to Books and Records. For purposes of determining
Covered Entity's compliance with the Privacy Standards, Business Associate
agrees to make available to the Secretary its internal practices, books, and records
relating to the use and disclosure of PHI received from Covered Entity, or created
or received by Business Associate on behalf of Covered Entity.
2.20 Data Ownership. Business Associate acknowledges that Business Associate has
no ownership rights with respect to the PHI.
2.21 Insurance. Business Associate shall maintain commercial general liability
insurance, with commercially reasonable liability limits, that includes coverage
for damage to persons or property arising from any breach of the terms of this
Addendum.
2.22 Audits, Inspection and Enforcement. Within ten (10) days of a written request
by Covered Entity, Business Associate and its agents or subcontractors shall allow
Covered Entity to conduct a reasonable inspection of the facilities, systems,
books, records, agreements, policies and procedures relating to the use or
disclosure of PHI pursuant to this Addendum for the purpose of determining
whether Business Associate has complied with this Addendum; provided,
however, that (i) Business Associate and Covered Entity shall mutually agree in
advance upon the scope, timing and location of such an inspection; (ii) Covered
Entity shall protect the confidentiality of all confidential and proprietary
information of Business Associate to which Covered Entity has access during the
course of such inspection; and (iii) Covered Entity shall execute a nondisclosure
agreement, upon terms mutually agreed upon by the parties, if requested by
Business Associate. Covered Entity and its authorized agents or contractors, may,
at Covered Entity's expense, examine Business Associate's facilities, systems,
procedures and records as may be necessary for such agents or contractors to
certify to Covered Entity the extent to which Business Associate's security
safeguards comply with HIPAA, the HITECH Act or this Addendum, to the
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extent that Covered Entity determines that such examination is necessary to
comply with Covered Entity's legal obligations pursuant to HIPAA or the
HITECH Act relating to certification of its security practices. The fact that
Covered Entity inspects, or fails to inspect, or has the right to inspect, Business
Associate's facilities, systems, books, records, agreements, policies and
procedures does not relieve Business Associate of its responsibility to comply
with this Addendum, nor does Covered Entity's (i) failure to detect or (ii)
detection, but failure to notify Business Associate or require Business Associate's
remediation of any unsatisfactory practices, constitute acceptance of such
practices or a waiver of Covered Entity's enforcement rights under the Agreement
or this Addendum.
2.23 Return of PHI at Termination. Upon termination of the Agreement, Business
Associate shall, where feasible, destroy or return to Covered Entity all PHI
received from Covered Entity, or created or received by Business Associate or its
agents or subcontractors on behalf of Covered Entity. Where return or destruction
is not feasible, the duties of Business Associate under this Addendum shall be
extended to protect the PHI retained by Business Associate, Business Associate
agrees not to further use or disclose information for which the return or
destruction is infeasible. Business Associate shall certify in writing the
destruction of the PHI and to the continued protection of PHI that is not feasible
to destroy.
2.24 Retention of PHI. Business Associate and its contractors or agents shall retain
communications and documents required to be maintained by HIPAA for six (6)
years after termination of the Agreement.
Article 3: Duties of Covered Entity
3.1 Using Annropriate SafeEuards. Covered Entity shall be responsible for using
appropriate safeguards to maintain and ensure the confidentiality, privacy and
security of PHI transmitted to Business Associate pursuant to the Agreement, in
accordance with the standards and requirements of the Privacy Standards, until
such PHI is received by Business Associate.
Article 4: Term and Termination
4.1 Term. The provisions of this Addendum shall become effective on the Effective
Date and shall continue in effect until all of the PHI provided by Covered Entity
to Business Associate, or created or received by Business Associate on behalf of
Covered Entity,, is destroyed or returned to Covered Entity, or, if it is infeasible to
return or destroy the PHI, protections are extended to such information in
accordance with the termination provisions in Section 4.2 of this Addendum.
4.2 Termination by Covered EntO.
(a) A breach by Business Associate of any material provision of this
Page 25 of 28
Addendum, as determined by Covered Entity, shall constitute a material
breach of the Agreement and shall provide grounds for immediate
termination of the Agreement by Covered Entity.
(b) If Covered Entity knows of a pattern of activity or practice of Business
Associate that constitutes a material breach or violation of Business
Associate's obligations under the provisions of this Addendum or another
arrangement and does not terminate the Agreement pursuant to Section
4.2(a) of this Addendum, then Business Associate shall take reasonable
steps to cure such breach or end such violation, as applicable. If Business
Associate's efforts to cure such breach or end such violation are
unsuccessful, Covered Entity shall either (i) terminate the Agreement, if
feasible or (ii) if termination of the Agreement is not feasible, Covered
Entity shall report Business Associate's breach or violation to the
Secretary.
4.3 Termination b Business Associate. If Business Associate knows of a pattern of
activity or practice of Covered Entity that constitutes a material breach or
violation of Covered Entity's obligations under the Agreement or this Addendwn,
then Business Associate shall immediately notify Covered Entity. With respect to
such breach or violation, Business Associate shall (i) take reasonable steps to cure
such breach or end such violation, if possible; or (ii) if such steps are either not
possible or are unsuccessful, upon written notice to Covered Entity, terminate the
Agreement; or (iii) if such termination is not feasible, report Covered Entity's
breach or violation to the Secretary.
4.4 Termination jiy Either Party. Either party may terminate the Agreement,
effective immediately, if (i) the other party is named as a defendant in a criminal
proceeding for a violation of HIPAA, the HITECH Act or other security or
privacy laws, or (ii) a finding or stipulation that the other party has violated any
standard or requirement of HIPAA, the HITECH Act or other security or privacy
laws is made in any administrative or civil proceeding in which the party has been
j oined.
Article 5: Miscellaneous
5.1 Acknowledgment. Business Associate recognizes and agrees that it is obligated
by law to comply with the applicable provisions of the HITECH Act.
5.2 Chane in Law. The parties agree to promptly enter into negotiations concerning
the terms of the Agreement (including this Addendum), and to negotiate in good
faith, if, in either party's business judgment, modification of the Agreement
(including this Addendum) becomes necessary due to legislative, regulatory, or
judicial developments regarding HIPAA or the HITECH Act. Covered Entity
may terminate the Agreement upon thirty (30) days written notice in the event (i)
Business Associate does not promptly enter into negotiations to amend the
Agreement when requested by Covered Entity pursuant to this § 5.2, or (ii)
Page 26 of 28
Business Associate does not enter into an amendment to the Agreement providing
assurances regarding the safeguarding of PHI that Covered Entity, in its sole
discretion, deems sufficient to satisfy the standards and requirements of HIPAA
and the HITECH Act.
5.3 Disclaimer. Covered Entity makes no warranty or representation that compliance
by Business Associate with HIPAA, the HITECH Act or this Addendum will be
adequate or satisfactory for Business Associate's own purposes. Business
Associate is solely responsible for all decisions made by Business Associate
regarding the safeguarding of PHI.
5.4 Assistance in Litigation or Administrative ProceedinOs. Business Associate
shall make itself, and any subcontractors, employees or agents assisting Business
Associate in the performance of its obligations under the Agreement or this
Addendum, available to Covered Entity, at no cost to Covered Entity, to testify as
witness, or otherwise, in the event of litigation or administrative proceedings
being commenced against Covered Entity, its members/shareholders,
managers/directors, officers or employees based upon a claimed violation of
HIPAA or the HITECH Act or other laws relating to security and privacy, except
where Business Associate, or its subcontractor, employee or agent is a named
adverse party.
5.5 No Third -Party Beneficiaries. Nothing express or implied in this Addendum is
intended to confer, nor shall anything herein confer, upon any person other than
Covered Entity, Business Associate and their respective successors or assigns, any
rights, remedies, obligations or liabilities whatsoever.
5.6 Interpretation. Section titles in this Addendum are for convenience only, and
shall not be used in interpreting this Addendum. Any ambiguity in this
Addendum shall be resolved to permit the parties to comply with the requirements
of HIPAA and the HITECH Act. In the event of conflict between the Agreement
and this Addendum, the provisions of this Addendum shall prevail. Any
reference in this Addendum to a section in the Standards for Privacy of
Individually Identifiable Health Information at 45 CFR part 160 and part 164,
subparts A and E, the Security Standards for the Protection of Electronic
Protected Health Information at 45 CFR part 164, subpart C, or the HITECH Act
means the section as in effect or as amended.
SIGNATURES ON FOLLOWING PAGE
Page 27 of 28
IN WITNESS WHEREOF, the parties hereto have executed this Rider on the day and
year first above written on the Agreement.
CITY OF PEARLAND, TEXAS
(Covered Entity)
Bv�
Name:__11:j (rL; Se1
Title: ., c} .V A.
Date: f r 2
DIGITECH COMPUTER, INC.
(Business Associate)
By:
Name: Oie,,e- %km/ '124-'2?--
Title:
V2Title: --'11b 1-:' 7—Cg)
Date: WO2'
Page 28 of 28