HomeMy WebLinkAboutC2011-418 - 11/15/2011 - ApprovedPURCHASE ORDER
FOR
EMERGENCY MEDICAL SERVICE
BETWEEN
ACS STATE & LOCAL SOLUTIONS, INC
AND
THE CITY OF CORPUS CHRISTI, TEXAS
PURSUANT TO
DIR CONTRACT No. DIR -SDD -1647
A. Parties
This Purchase Order is entered into by the City of Corpus Christi, Texas ( "City "), with its principal place
of business at 1201 Leopard Street, Corpus Christi, Texas 78401, and ACS State & Local Solutions, Inc.
( "Vendor "), with a place of business at 2828 North Haskell, Dallas, Texas 75204.
B. Compliance with Procurement Laws
This Purchase Order is entered into as a result of compliance with applicable procurement laws of the
State of Texas pursuant to the Contract for Products and Related Services between the State of Texas,
Department of Information Services and Vendor, DIR Contract No. DIR -SDD -1647 (as amended to date,
the "DIR Contract. ")
C. Services
Vendor shall provide to the City all of the services as described in the Statement of Work in Exhibit A to
this Purchase Order ("SOW'). As required by Section 3.B. of the DIR Contract, the services in the SOW
are included in those specified in the DIR Contract, Appendix C, Pricing Index, entitled "Emergency
Medical Service (EMS)." The SOW also specifies some of the City's additional responsibilities under this
Purchase Order and certain provisions regarding equipment.
D. Pricing
Pricing is set forth in Exhibit B to this Purchase Order ( "Pricing "). The parties acknowledge that the
Pricing complies with Sections 4 and 5 of the DIR Contract.
E. Business Associate Agreement
City and Vendor agree to comply with the terms of Exhibit C, Business Associate Agreement.
F. Term
This Purchase Order shall become effective as of December 1, 2011, and shall terminate on the date
which is one year later ("Anniversary Date "). This Purchase Order will automatically extend on the
Anniversary Date for two (2) consecutive twelve month periods. At the end of the three (3) twelve month
I- --- +he option to extend this Purchase Order for up to two (2) additional twelve
2011 -418
11/15/11 1
M2011 -255
ACS State & Local Solutions, Inc. INDEXED
month periods subject to the approval of the Vendor and the City Manager or designee, unless otherwise
sooner terminated as provided in the DIR Contract ( "Term" ). This Purchase Order may be canceled with
or without cause by the City upon ninety (90) days' written notice. . .
G. Order of Precedence
Ea the event of a conflict between this Purchase Order and the documents listed in the Order of
Precedence in Section 1C of the DIR Contract, the controlling document shall be this Purchase Order,
then the DIR Contract, then the remaining documents as listed in such section.
H. Notices
.Notices ui relation to this Purchase Order shall be sent to:
City:
City of Corpus Christi, Texas
1201 Leopard Street
Corpus Christi, Texas 78401
Vendor:
ACS State & Local Solutions, Inc.
8260 Willow Oaks Corporate Drive
Fairfax, VA 22031
Attention:: Managing Director, LGS/PSJS
With a copy to:
_.. ... ACS State & Local - Solutions, Inc:
8260 Willow Oaks Corporate Drive
Fairfax, VA 22031 : .
Attention: GSG Contracts
H. Signatories
The undersigned signatories represent and warrant that they have full authority to enter into this Purchase
Order on behalf of their respective parties named below.
City: ..... Vendor: .......
The City of Corpus Christi, Texas ACS State & Local Solutions, Inc.
By J B
Y- Y=
Name:
ar ( a s Name: LOUIS: J.. SCHIAV ONE, JR.:
� / fit-
Title: rs15 04t, M o fte r Title: Vice President, Public Safety & Justice
ii
Date: 1 S . ....... Date: October 20, 2011
Approved as to forma: ®6 -z-r -z 6 f/ . AU'fHUK14LL
2
L Brian Narvaez
Assistant City Attu ney ,....Ww.....�.
For Cit Attorney .._ SECRETARV
EXHIBIT A
STATEMENT OF WORK
DEFINITIONS
For the purposes of this Exhibit A, the following definitions apply:
"Transport" means the conveyance of an EMS Patient by the City's Fire Department ambulance to a
receiving hospital.
"Non- Transport" is defined by responses to 911 calls, where the City's emergency response personnel
provide services, but do not transport the patient to the hospital for any reason.
Y. SERVICES
Vendor will provide Billing and Collections Processes, Customer Service, and Reporting (collectively,
the "Services ") during the Term.
Vendor will provide the majority of the Services from a facility located in Houston, Texas. Some project
support may also be provided by staffing based out of Vendor's billing office located in Philadelphia,
Pennsylvania.
A. BILLING AND COLLECTION PROCESSES
Vendor will provide billing and collection services for Transports and associated fees (designated by the
City) charged to a patient (or patient's responsible party) who received medical transportation services
provided by the City. ...... _ _.. - _..._
For Billing Services, Vendor will:
• Provide an interface to the City's existing ePCR software in order to receive patient data
electronically.
• Receive and process for payment the claim information generated and submitted by the City to
Vendor.
• Collect missing patient insurance information either directly from patients or using Electronic Data
Interface (EDIs) exchanges with local hospitals.
• Send multiple written requests (up to three (3) mailed notices) to patients requesting insurance
information, and if necessary, follow up with personal phone calls.
• Generate insurance forms and file claims with third party payers or other financially responsible
parties on behalf of the City.
• Vendor will also initiate billing and collection efforts for the City's existing Non - Transport fees on all
appropriate responses, as established by local ordinance. Maintain electronic data interchanges
3
( "EDIs ") with payers and facilities using the City's existing EDIs and work with the City to develop
additional EDIs to expedite claim filing process.
• Deposit gross receipts from transport fees into the City's lockbox facility or bank account.
• Prepare and submit refund requests to the City in the case of a payer or patient overpayment,
including all backup documentation pertaining to the request.
• Arrange modified payment schedules for individuals unable to pay full amount when billed.
For Collection Services, Vendor will:
• Collect bad debts (defined as City's existing debts which are uncollected after 120 days), conducting
the following activities:
• Perform account sweeps
• Send additional notices on unresponsive accounts
• Revise notice streams to change the timing and/or wording of patient mailings
• . Make out -bound phone calls to patients or responsible parties to obtain insurance information or
establish payment plans for self -pay patients
• Conduct skip tracing by submitting accounts for national change of address (NCOA) processing
• Report uncollected accounts to credit bureaus if desired by the City and notified to Vendor
• Establish a write -off policy consistent with the City's current policy
• Establish a program to review and act upon any existing unpaid claims.
B. CUSTOMER SERVICE
Vendor will:
• Maintain an appropriate level of staffing that is dedicated to the Services provided under this
Purchase Order.
• Provide a local or toll -free telephone number for patients and payers with billing inquiries or
complaints. Customer services staff will be available from 8:30 a.m. to 5:00 p.m. (Local Time)
Monday through Friday, excluding Vendor holidays.
• Provide a high level of quality customer service to patients both via phone and in writing.
• Use reasonable commercial efforts to respond within one (1) business day to written and telephone
payer or patient inquiries and complaints regarding the Billing and Collection Processes.
• Maintain, for a maximum of three (3) years after the termination or expiration of this Purchase Order,
records with basic summary information of inquiries and complaints.
0
• Process insurance information for patients and service information for payers.
• Elicit additional information to re- submit claims that resulted in eligibility denials.
• Receive and follow up on denials or requests for medical record documentation.
• Refer to the City any complaints or commendations about patient quality of care provided during
transports.
C. REPORTING
For Reporting services, Vendor will :
• Provide regular reports to the City including, but not limited to, financial daily deposit, daily
Transport application, reconciliation information, and monthly collection totals. Reports will be
provided electronically whenever possible to minimize paper consumption.
• Maintain, for a maximum of three (3) years after the termination or expiration of this Purchase Order,
copies of reports provided to the City by Vendor.
• Provide custom reports and/or additional reporting capabilities to the City, at fees to be agreed.
• Provide all required reports to the State of Texas Trauma Registry, on a monthly basis.
• Will provide access (via web), to electronic copies of both ePCR and billing records.
H. CITY RESPONSIBILITIES
City will:
• Provide Vendor with data and required authorizations, including signatures, of sufficient quality and
accuracy for Vendor to generate billable claims for Transports conducted and to provide the other
Services.
• Provide one main Point of Contact for program communications and decisions.
• Provide prompt and timely payment to Vendor as set forth in Exhibit B and in accordance with the
DIR Contract.
III. EQUIPMENT
Vendor will:
• Provide City with twelve (12) new Panasonic Toughbook mobile tablet computers to be used by the
City's medics for data collection in the field during the Term of this Purchase Order ( "Equipment ").
• In the event the City terminates this Purchase Order before the end of the Term, then as termination
costs the City shall pay Vendor the then - current fair market value of the Equipment. lb consideration
for the City's payment of these termination costs, Vendor shall transfer title to the Equipment and
assign all related software licenses and software warranties to the City, but only to the extent
5
permitted by any third party vendors. Vendor provides no further warranties than those warranties
which Vendor is able to pass through to the City. The City's termination costs at the expiration of
this Purchase Order at the end of the Term are $1.00.
• Vendor will work with the City to establish an interface with the City's PRC- provided CAD and the
EmergiData ePCR system for CAD messaging delivery and reconciliation. The cost of providing this
solution is included as part of the contingency fee charged the City on a monthly basis during the
term of the contract.
rol
EXHIBIT B
Subject to all the terms and conditions of this Purchase Order and the DIR Contract, City agrees to pay
Vendor in accordance with this Exhibit B.
Definitions
For the purposes of this Exhibit B, the following definitions apply:
"Cumulative Gross Revenue Collections" means the total amount of cash collections received by Vendor
during a particular contract year which are posted to the bank account designated by the City, regardless
of the date of service on which a Transport or Non - Transport response occurred.
"Monthly Gross Revenue Collections" means the total amount of cash collections received by Vendor
during a calendar month which are posted to the bank account designated by the City, regardless of the
date of service on which a Transport or Non - Transport response occurred.
"Non- Transport" is defined by responses to 911 calls, where the City's emergency response personnel
provide services, but do not transport the patient to the hospital for any reason. The City currently has an
established "Non- Transport" fee and expects the Vendor to bill and collect for these response services.
"Transport" means the conveyance of an EMS Patient by the City's Fire Department ambulance to a
receiving hospital.
Fees
The City shall pay Vendor a monthly contingency fee in arrears. Until Vendor has achieved
$6,200,000.00 of Cumulative Gross Revenue Collections in a given contract year, City shall pay Vendor a
monthly contingency equal to 6.40% of the Monthly Gross Revenue Collections. For example, if in
month one of a given contract year, Vendor's Monthly Gross Revenue Collections are $1,000,000.00,
City shall pay Vendor a monthly contingency fee of $64,000.00 ($1,000,000.00 of Monthly Gross
Revenue Collections X 6.40% contingency fee).
Once Vendor has achieved $6,200,000.00 of Cumulative Gross Revenue Collections in a given contract
year, for each additional dollar of Cumulative Gross Revenue Collections collected above $6,200,000.00,
City shall pay Vendor an increased contingency fee in accordance with the table below:
Cumulative Gross Revenue Collections
Conting ency fee
$0 - $6,200,000.00
6.40%
$6,200,000.01 - $6,500,000.00
6.50%
$6,500,000.01 - $7,200,000.00
6.75%
$7,200,000.01 and higher
7.00%
For example, if in month six of a given contract year, Vendor's Monthly Gross Revenue Collections are
$1,000,000.00, and at the end of such month six, Vendor's Cumulative Gross Revenue Collections for the
contract year to date is $6,500,000.00, then City would pay Vendor the following sum:
7
Payment to Vendor: $64,300.00
Calculation of payment to Vendor: $64,300.00 = 6.40% x $700,000.00 + 6.50% x $300,000.00
$700,000.00 = $6,200,000.00 minus $5,500,000.00 Cumulative Gross Revenue Collections for months
one through five.
$300,000.00 = Remaining amount of Cumulative Gross Revenue Collections for month six above
$6,200,000.00.
In other words, Vendor is paid a contingency fee of 6.40% on each dollar of Cumulative Gross Revenue
Collections until the amount of $6,200,000.00 is reached. Once $6,200,000.00 is reached, Vendor is
paid a contingency fee of 6.50% on each additional dollar of Cumulative Gross Revenue Collections
until Cumulative Gross Revenue Collections reaches $6,500,000.00.
The same rules apply to the next two increased contingency fee rates set forth in the table above. Once
Cumulative Gross Revenue Collections reach $6,500,000.00, City shall pay Vendor a contingency fee of
6.75% on each additional dollar of Cumulative Gross Revenue Collections until the amount of
$7,200,000.00 is reached. Once Cumulative Gross Revenue Collections exceed $7,200,000.00, then City
shall pay Vendor a contingency fee of 7.00% on each additional dollar of Cumulative Gross Revenue
Collections. For example, if Vendor has Monthly Gross Revenue Collections of $100,000.00 in month
twelve of a given contract year, and at the end of such month twelve Vendor's Cumulative Gross Revenue
Collections is $5,100,000.00, then City shall pay Vendor a monthly contingency fee of $7,000.00 (7.00%
x $100,000.00).
The contingency fee described in this Exhibit B includes the 0.5% DIR Administrative Fee required under
Section 5 of the State of Texas Department of Information Resources Contract for Products and Related
Services, dated as of March 3, 2011, between ACS State & Local Solutions, Inc., and the State of Texas,
acting by and through the Department of Information Resources.
Medicaid Claims
Notwithstanding any other provision of this Purchase Order, Vendor shall not receive any compensation
from the City for preparing or submitting Medicaid claims arising from Transports so long as ACS State
Healthcare, LLC remains the Medicaid Claims Processor for the State of Texas. In the event that ACS
State Healthcare, LLC no longer processes Medicaid claims for the State of Texas, Vendor shall notify
City in writing of the date on which ACS State Healthcare, LLC no longer provides Medicaid claims
processing for the State of Texas, and Vendor may immediately after such date include Monthly Gross
Revenue Collections received from Medicaid claims for determining the amount of the contingency fee
paid to Vendor.
EV
EXHIBIT C
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ( "this Agreement") is effective as of December 1, 2011 (the
"Effective Date ") by and between the City of Corpus Christi, Texas ( "Covered Entity ") and ACS State &
Local Solutions, Inc. ( "Business Associate "). Individually, Covered Entity and Business Associate are
referred to as a "Party" and collectively "Parties ". This Agreement supplements and is made a part of the
underlying services agreement between Covered Entity and Business Associate (the "Services
Agreement ") pursuant to which Business Associate will perform specified services for and on behalf of
Covered Entity.
Covered Entity and Business Associate intend to protect the privacy and provide for the security of
Protected Health Information ( "PHn disclosed to Business Associate pursuant to this Agreement and the
Services Agreement, in compliance with the Health Insurance Portability and Accountability Act of 1996,
Public Law 104 -191 ( "HIPAA ") and regulations promulgated thereunder including the Standards for
Privacy of Individually Identifiable Health Information at Title 45, Parts 160 and 164 of the Code of
Federal Regulations ( "C.F.R. ") ( "Privacy Rule ") and the Security Standards for the Protection of
Electronic Protected Health Information at 45 C.F.R. Parts 160 and 164 ( "Security Rule "), and the
requirements of the Health Information Technology for Economic and Clinical Health Act, as
incorporated in the American Recovery and Reinvestment Act of 2009, that relate to the obligations of
Covered Entities and Business Associates for PHI (the " HITECH Act ").
All capitalized terms in this Agreement that are not defined in this Agreement will have the meaning
ascribed to those terms by 45 C.F.R. Parts 160 -164.
A. PRIVACY AND SECURITY OF PROTECTED HEALTH INFORMATION
1. Permitted and Required Uses and Disclosures Business Associate is permitted or required to Use or
Disclose Protected Health Information ("PHI") it creates or receives for or from Covered Entity as
follows:
a) Functions and Activities on Covered Entity's Behalf Business Associate is permitted to request,
Use and Disclose PHI it creates or receives for or from Covered Entity (or another business associate
of Covered Entity), consistent with HIPAA and the HITECH Act, only as described in this
Agreement, the Services Agreement or other agreements during their term that may exist between
Covered Entity and Business Associate.
b) Business Associate's Operations Business Associate may Use PHI it creates or receives for or
from Covered Entity as necessary for Business Associate's proper management and administration or
to carry out Business Associate's legal responsibilities. Business Associate may disclose such PHI as
necessary for Business Associate's proper management and administration or to carry out Business
Associate's legal responsibilities only if:
(i) The Disclosure is Required by Law; or
(ii) Business Associate obtains reasonable assurance from any person or organization to which
Business Associate will disclose such PHI that the person or organization will (a) hold such PHI
in confidence and Use or further Disclose it only for the purpose for which Business Associate
disclosed it to the person or organization or as Required by Law; and (b) notify Business
X
Associate (who will in turn promptly notify Covered Entity) of any instance of which the person
or organization becomes aware in which the confidentiality of such PHI was breached.
c) Data Aggregation Services. Except as otherwise prohibited by this Agreement, Business
Associate may use PHI to provide data aggregation services relating to the health care operations of
Covered Entity.
d) Minimum Necessary and Limited Data Set Each Party agrees to limit, to the extent practicable
and except as permitted by 45 C.F.R. § 164.502(b)(2), its Use Disclosure and requests of PHI under
the Services Agreement to a Limited Data Set (as defined in 45 C.F.R. § 164.514(e)(2)) or, if needed
by a Party, to the minim necessary PHI to accomplish the intended purpose of such Use,
Disclosure or request. This provision will cease to apply on the effective date of guidance issued by
the Secretary in accordance with HITECH § 13405(b)(1)(C).
e) Prohibitions on Unauthorized Use or Disclosure Business Associate will neither Use nor
Disclose Covered Entity's PHI it creates or receives from Covered Entity except as permitted or
required by this Agreement, as Required by Law, or as otherwise permitted in writing by Covered
Entity.
2. Subcontractors and A ents Business Associate will require any of its subcontractors and agents to
provide reasonable assurance, evidenced by written contract, that subcontractor or agent will comply
with the same privacy and security obligations with respect to such PHI that are applicable to
Business Associate under this Agreement.
3. Information Safeguards
a) Privac y of Covered Entity's Protected Health Information. Business Associate will implement,
maintain, and use appropriate administrative, technical, and physical safeguards to protect the privacy
of Covered Entity's PHI. The safeguards will reasonably protect such PHI from any Use or
- Disclosure -in violation of the Privacy - Rule and- -this- Agreement,- and limit incidental .Uses or
Disclosures made pursuant to a Use or Disclosure otherwise permitted by this Agreement.
b) Security of Covered Entity's Electronic Protected Health Information Business Associate will
implement, maintain, and use administrative, technical, and physical safeguards that reasonably and
appropriately protect the confidentiality, integrity, and availability of Electronic Protected Health
Information that Business Associate creates, receives, maintains, or transmits on Covered Entity's
behalf as required by the Security Rule and the HITECH Act. Business Associate also will implement
policies and procedures and meet the Security Rule documentation requirements as required by the
HITECH Act.
4. Mitigation Business Associate will mitigate and establish procedures for mitigating, to the extent
reasonably practicable, any harmful effect known to Business Associate of a Use or Disclosure of
PHI by Business Associate in violation of the requirements of this Agreement or, as applicable, the
Privacy Rule and/or the Security Rule. Business Associate will (i) take prompt corrective action to
cure any deficiencies; (ii) assist Covered Entity in mitigating any harm caused by such impermissible
Use or Disclosure; and (iii) take any action pertaining to such unauthorized Disclosure required by
applicable law.
5. Obligations of Covered Entity
10
a) To the extent that such limitations may affect Business Associate's Use or Disclosure of PHI,
Covered Entity will notify Business Associate of (i) any limitations in Covered Entity's notice of
privacy practices that Covered Entity produces in accordance with 45 C.F.R. 164.520, as well as any
changes to that notice, (ii) any changes in, or revocation of, permission by Individual to use or
disclose PHI, and (iii) any restriction to the Use or Disclosure of Protected Health Information that
Covered Entity has agreed to in accordance with 45 C.F.R. 164.522.
b) Covered Entity will not request Business Associate to Use or Disclose PHI in any manner that
would not be permissible under HIPAA or the HITECH Act or any regulations applicable to Covered
Entity, if done by Covered Entity.
B. PHI ACCESS, AMENDMENT AND DISCLOSURE ACCOUNTING
1. Access Upon Covered Entity's request Business Associate will promptly make available to Covered
Entity for inspection and obtaining copies any PHI about an Individual which Business Associate
created or received for or from Covered Entity and that is in Business Associate's custody or control,
so that Covered Entity may meet its access obligations pursuant to 45 C.F.R. 164.524 and, where
applicable, the HITECH Act.
2. Amendment of PHI Business Associate will, upon receipt of notice from Covered Entity, promptly
amend or permit Covered Entity access to amend any portion of the PHI in a Designated Record Set
which Business Associate created or received for or from Covered Entity so that Covered Entity may
meet its obligations pursuant to 45 C.F.R. 164.526. Business Associate will not respond directly to
an Individual's request for an amendment of their PHI. Business Associate will refer the Individual
to Covered Entity so that Covered Entity can coordinate and prepare a timely response to the
Individual.
Disclosure Accounting Business Associate agrees to document such Disclosures of PHI and any
information related to such Disclosures as would be required for Covered Entity to respond to a
request by an Individual for an accounting of Disclosures of PHI by Business Associate in accordance
with 45 C.F.R. § 164.528 and other applicable regulations. Upon request from Covered Entity,
Business Associate will provide to Covered Entity Disclosure information that will contain the
following: (i) the Disclosure date, (ii) the name and (if known) address of the person or entity to
whom Business Associate made the Disclosure, (iii) a brief description of the PHI disclosed, and (iv)
a brief statement of the purpose of the Disclosure (items i -iv, collectively, the "Disclosure
information"). For repetitive Disclosures Business Associate makes to the same person or entity
(including Covered Entity) for a single purpose, Business Associate may provide (x) the Disclosure
information for the first of these repetitive Disclosures, (y) the frequency, periodicity or number of
these repetitive Disclosures and (z) the date of the last of these repetitive Disclosures. The Disclosure
information will be famished in a time and manner reasonably designated by Covered Entity, but in
no event will such submission occur later than at a time and date which will allow Covered Entity to
respond within the time limit set forth in the applicable regulations, provided that Covered Entity will
promptly notify Business Associate upon receipt by Covered Entity of any such request.
4. Restrictions on Use or Disclosure. Business Associate will comply with any agreement Covered
Entity reasonably makes that, consistent with the Agreement, restricts Use or Disclosure of Covered
Entity's PHI pursuant to 45 C.F.R. §164.522(a), provided that Covered Entity notifies Business
Associate in writing of the restriction obligations.
Inspection of Books and Records. Business Associate will make its internal practices, books, and
records relating to the Use and Disclosure of PHI received from Covered Entity (or created or
11
received by Business Associate on behalf of Covered Entity) available to the Secretary of the United
States Department of Health and Human Services, for purposes of determining Covered Entity's
compliance with 45 C.F.R. Parts 160 -164. Unless the Secretary directs otherwise, Business
Associate will promptly notify Covered Entity of Business Associate's receipt of such request, so that
Covered Entity can assist in compliance with that request.
C. REPORTING BREACH OF PRIVACY AND SECURITY INCIDENTS.
Privacy Breach Business Associate will report to Covered Entity any Use or Disclosure of Covered
Entity's PHI not permitted by this Agreement or in writing by Covered Entity. In addition, Business
Associate will report to Covered Entity any Breach of Unsecured PHI without unreasonable delay but
in no event later than 30 days following Discovery of a Breach, Business Associate will cooperate
with Covered Entity in investigating the Breach and in meeting Covered Entity's obligations under
the HTTECH Act and any other security breach notification laws. Any such report will include:
i) Nature of the non - permitted Use or Disclosure, including the date of the Breach and the date
of Discovery of the Breach;
ii) Covered Entity's PHI Used or Disclosed as part of the Breach;
iii) Who was responsible for the Breach and who received the non - permitted Disclosure;
iv) Corrective action taken or to be taken to prevent further non - permitted Uses or Disclosures;
v) Efforts to mitigate any deleterious effect of the non - permitted Use or Disclosure; and
vi) Such other information as Covered Entity may reasonably request.
2. Security Incidents. Business Associate will report to Covered Entity promptly any attempted or
successful Security Incident affecting Covered Entity's Electronic PHI of which Business Associate
becomes aware. To avoid unnecessary burden on either Party, Business Associate will only report
attempted but unsuccessful Security Incidents which Business Associate becomes aware of in
accordance with a schedule mutually acceptable to the Parties and provided that any reporting shall be
made no more often than is reasonable based upon the relevant facts, circumstances and industry.
D. TERM AND TERMINATION
1. Term. This Agreement shall be effective as of the Effective Date and shall continue unless or until the
Agreement is terminated in accordance with the provisions of Section 2 below, or the Underlying
Agreement between the parties terminates.
2. Right to Terminate for Breach Either Party may terminate this Agreement if the other Party
( "breaching Party ") has breached any material provision of this Agreement and, upon written notice
from the non - breaching Party specifying the material breach, fails to cure the breach within 30 days
after receipt of the notice. If the material breach is not cured within that period, the non - breaching
Party may exercise the right to terminate this Agreement by providing the breaching Party written
notice of termination. Any such termination will be effective immediately or at such other date
specified in the non - breaching Party's notice of termination. If the non - breaching Party determines
that termination of this Agreement is not feasible, the non - breaching Party may report such breach to
the U.S. Department of Health and Human Services.
3. Obligations upon Termination. Upon termination, cancellation, expiration or other conclusion of this
Agreement, Business Associate will if feasible return to Covered Entity or destroy all PHI, in
whatever form or medium that Business Associate created or received for or from Company and still
within Business Associates custody and control. Business Associate will complete such return or
destruction as promptly as possible, but not later than 30 days after the effective date of the
12
termination, cancellation, expiration or other conclusion of this Agreement. Business: Associate will
destroy all PHI in accordance with any guidance set forth by the Secretary of : HHS : and/or any other
government agency or other entity to whom HHS delegates such authority. Business Associate will
identify any PHI that Business Associate created or received for or from Company that cannot
feasibly be returned to Covered Entity or destroyed, and will limit its further Use or Disclosure of that
PHI to those purposes that make return or destruction of that PHI infeasible and will otherwise
continue to protect . the security any PHI that is maintained pursuant to the security provisions of this
Agreement for so long as the PHI is maintained.
E. COMPLIANCE WITH STANDARD TRANSACTIONS
If theServices Agreement specified that Business Associate is to conduct Standard Transactions for
or on behalf of Covered Entity, Business. Associate will comply and will require any subcontractor or
agent involved with the conduct of such Standard Transactions to comply, with each applicable
requirement of 45 C.F.R. Part 162 for which HHS has established .S.tandards.
F. GENERAL PROVISIONS.
1. Agreement Amendment To ensure compliance with changes in laves or regulations with respect to
the security and privacy of PHI, the Parties agree to promptly amend the terms of this Agreement to
conform to any applicable change. in. law or regulation. issued by the U.S. Department of Health and
Human Services . ......
2. Interpretation. Any ambiguity in this Agreement will be resolved to permit:.Covered Entity and
Business Associate to comply with the Privacy and Security Rules. In the event of any inconsistency
or conflict between this.:Agreement and any other agreement between the Parties, the terms,
provisions and conditions of this Agreement will govern and control.
3. No Third Party Beneficiary Nothing express or implied in this Agreement is intended to confer, nor
will anything herein confer, upon any person other - than the Parties and the permitted respective
successors or assigns of the Parties, any rights, remedies, obligations, or liabilities whatsoever.
4. Governing -Law This Agreement will be governed by and construed in accordance with the laws of
the jurisdiction designated in the Services Agreement:
IN WITNESS WHEREOF, the Parties have hereto by their duly authorized representatives executed
this Agreement .
Covered Entity Business Associate
By: By: .
Signature .
Signature ......
Louis J. Schiavone;. Jr.
:Printed Nance Printed Name
," nv Vice President, ACS Public Safety & Justice
:Title . Title
Approved as to form: /e - 27 -zc, - Z 5
AU # #1UHitt,►
,1
Be 1 3 V I
By ..
L. Brian Narvaez
Assistant City Attorney
For City Attorney SECRETARY j f!,
I � � �� \\ October 20, 2011
Date Date
14