HomeMy WebLinkAboutAgreement_General_12/12/2013 COLLECTION SERVICES AGREEMENT
This COLLECTION SERVICES AGREEMENT (the "Agreement'), dated as of the 13 of e M6,r,
2013, is made and entered into by and between NRA GROUP, LLC d/b/a NATIONAL RECOVERY AGENCY
("NRA"), a Pennsylvania limited liability company located at 2491 Paxton Street, Harrisburg, Pennsylvania 17111
and the VILLAGE OF TEQUESTA, FLORIDA ("CLIENT'l, located at 345 Tequesta Drive, Tequesta, FL
33469. Each of NRA and CLIENT is at times referred to in this Agreement individually as a "Party" and
collectively as the "Parties."
WHEREAS, NRA is engaged in the business of collecting delinquent accounts, locating skip accounts and
providing additional servicing functions for accounts referred to NRA;
WHEREAS, CLIENT owns certain delinquent accounts (collectively, the "Accounts") and desires to
retain NRA to collect certain Accounts on the terms and subject to the conditions of this Agreement; and
WHEREAS, NRA desires to accept the retention and to collect the Accounts.
NOW THEREFORE, in consideration of the above premises and the mutual agreements hereinafter set
forth, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the Parties hereby agree as follows:
1. SERVICES
a. CLIENT shall from time to time refer delinquent Accounts (collectively, the "Referred Accounts")
to NRA.
b. NRA will accept and attempt to collect Referred Accounts and shall use its best efforts to obtain
all amounts due to CLIENT with respect to such Referred Accounts (collectively, the "Services").
2. COMPLIANCE WITH LAWS
a. In performing the Services, NRA shall not intentionally or negligently fail to comply with all
applicable federal and state laws, regulations and guidelines, and will not, under any
circumstances, engage in any threats, intimidation, or harassment of a consumer in the collection
of Referred Accounts.
b. NRA will observe individual rights within the constraints of the Fair Debt Collection Practices Act
("FI)CPA"), Fair Credit Reporting Act ("FCRA!'), Health Insurance Portability and
Accountability Act of 1996 ("HIPAX) and any other applicable federal and state laws pertaining
to collection practices and procedures.
c. NRA will provide the required notice that it records all inbound and outbound calls for quality
control purposes, including communications with consumers and clients.
3. REMITTANCESICOMMISSION
a. NRA shall charge a commission (the "Commission ") on payment amounts received in connection
with the Referred Accounts ("Payments") at the rate of fifteen percent (15%) on all primary
placement accounts and a rate of NIA on all secondary placement accounts, such accounts being
those Referred Accounts that have been placed with another collection agency, a law firm, any
other collection entity or where judicial process has begun prior to placement with NRA for
collection. With respect to any Referred Account in which legal action is taken, NRA shall charge
forty percent (40%) on amounts realized plus court costs and riling fees,
b. For the purposes of this Agreement, the term "Date of Placement" shall mean (i) the date on which
CLIENT places a Referred Account on the secured file website or (ii) in the case of a Referred
Account that the CLIENT transmits through means other than the secured file website, the date on
which NRA receives written notice of the Referred Account. After the Date of Placement, any
Payment received by either NRA or CLIENT will be charged the full Commission at the rate
herein set forth.
c. NRA will remit to CLIENT on a monthly basis, no later than the [5th of the month, Payments
received during the preceding mouth on a net basis. For the purposes of this section, "net basis"
shall be Payments received during the preceding month less Commission.
d. CLIENT grants and conveys unto NRA the right of endorsement in clearing drafts, checks, and
notes in order to facilitate collection of Payments.
e. For CLIENT'S protection, NRA will deposit all Payments daily into trust accounts.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS
a. NRA
i. NRA shall maintain proper records on Referred Accounts in such a manner that CLIENT
may audit them during normal business hours. NRA may audit the CLIENT books for the
purposes of payment verification. NRA shall provide to the CLIENT reports selected by
the CLIENT on a monthly, quarterly, or annual basis. Additionally, reports shall be made
available to the CLIENT via NRA's internet site program called "Navigate."
ii. NRA agrees that any information provided by CLIENT will be used solely for the purpose
of skip tracing and/or collecting the Referred Accounts. NRA shall retain in strict
confidence all CLIENT supplied information and shall use due care to preserve any and all
such materials in its possession, including but not limited to, as outlined in the HIPAA
guidelines.
iii. NRA wan-ants that it maintains proper insurance coverage for the protection of CLIENT.
An accord form shall be provided to the CLIENT upon request.
iv. For Health Care aienis only NRA acknowledges that it is a Business Associate of
CLIENT and CLIENT acknowledges that it is a Covered Entity under HIPAA. Both
Parties hereto agree to be bound by the terms of the Business Associate Agreement
attached hereto as Exhibit "A" and incorporated herein.
b. CLIENT
i. CLIENT wan that consumers were given prior written notice of any collection costs
that have been added to Referred Accounts prior to placement with NRA.
ii. Should CLIENT receive any Payment(s) in connection with a Referred Account while
such account is referred to NRA for collection, CLIENT agrees to report the Payment(s) to
NRA within three (3) business days of the day such Payment is received. Notwithstanding
the foregoing, in the event that CLIENT is unable to comply with the three (3) business
day deadline due to CLIENT staffing or operational issues, CLIENT shall report the
Payment(s) to NRA immediately upon CLIENT'S resolution of such staffing or
operational issues. CLIENT agrees that it shall act in good faith and with due urgency in
complying with this notice requirement.
iii. Should CLIENT receive any bankruptcy notices or any other communications from a
consumer or third parties in connection with a Referred Account, CLIENT agrees to report
such notice or communication to NRA within three (3) business days of the day such
notice is received. Notwithstanding the foregoing, in the event that CLIENT is unable to
comply with the three (3) business day deadline due to CLIENT staffing or operational
issues, CLIENT shall report the notice to NRA immediately upon CLIENT'S resolution of
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such staffing or operational issues. CLIENT agrees that it shall act in goad faith and with
due urgency in complying with this notice requirement.
iv. In order for NRA to comply with the Telephone Consumer Protection Act ( "TCPA "),
CLIENT warrants that upon placement of Referred Accounts, it will indicate which
phone numbers provided are cell phone numbers and whether such cell phone numbers
were provided to CLIENT by the consumer or were obtained through other means, e.g.,
by other collection agencies or skiptacing.
5. INDEMNIFICATION
a. CLIENT, its agents, owners, and employees, shall not be liable for any claims, loss, damages,
penalties, fines, injuries, or casualty of whatsoever kind or by whomsoever caused, arising out of
or resulting from NRA's actions or inactions in performing under this Agreement. NRA for itself,
its heirs, executors, administrators, successors and assigns hereby agrees to indemnify and hold
CLIENT, its agents, owners, and employees, harmless from and against any and all claims,
demands, liabilities, fines, penalties, damages, suits or actions (including all reasonable expenses
and attorney's fees incurred by or imposed upon CLIENT) arising from, or in any way pertaining
to the actions and/or inactions of NRA in performing under this Agreement.
b. NRA, its agents, owners, and employees, shall not be liable for any claims, loss, damages,
penalties, fines, injuries, or casualty of whatsoever kind or by whomsoever caused, arising out of
or resulting from CLIENT'S actions or inactions in performing under this Agreement. CLIENT
for itself, its heirs, executors, administrators, successors and assigns hereby agrees to indemnify
and hold NRA, its agents, owners, and employees, harmless from and against any and all claims,
demands, liabilities, fines, penalties, damages, suits or actions (including all reasonable expenses
and attorney's fees incurred by or imposed upon NRA) arising from, or in any way pertaining to
the actions and/or inactions of CLIENT in performing under this Agreement. Nothing contained
in this Agreement shall be construed as a waiver of CLIENT'S sovereign immunity beyond the
limits set forth in Sec. 768.28, Florida Statutes, including the limits on the award of attorney's
fees. CLIENT'S indemnification of NRA shall be specifically limited to the amounts as set forth
in Sec. 768 28, Florida Statutes. Nothing contained in this Agreement shall be construed as
CLIENT'S consent to be sued.
6. TERMINATION
a. Termination for Convenience
i. This Agreement may be terminated for convenience by either Party upon not less than
thirty (30) days' prior written notice to the other Party.
ii. Upon termination of this Agreement for convenience, NRA will continue to provide
Services for 180 days (the "Termination Period "). Any accounts that have active payment
arrangements at the conclusion of the Termination Period may be kept by NRA for an
additional 180 days from the date the last payment was made.
iii. NRA shall deliver to CLIENT a list of CLIENT'S accounts upon returning such accounts.
iv. NRA will remit the total amount held in trust to CLIENT within thirty (30) days of
termination of this Agreement for convenience, and return all Referred Accounts to
CLIENT within the time frame specified in section 6(a)(ii). CLIENT will pay all
outstanding Commissions due to NRA, if any, within thirty (30) days of the later to occur
of (a) the date of termination, or (b) receipt by CLIENT of Referred Accounts.
b. Termination for Cause
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i. In the event of discovery of a material breach or default of the Agreement by NRA or
CLIENT, the non-breaching Party shall first make proper notice to the breaching Party and
will cooperate with that Party's good faith efforts to resolve the material breach or default
within thirty (30) days (the "Cure Period'J. If the breaching Party fails to cure during the
Cure Period, the non - breaching Party may immediately terminate the Agreement for
cause.
ii. Upon termination of the Agreement for cause by CLIENT, all Referred Accounts shall be
returned to CLIENT immediately. Upon termination of the Agreement for cause by
NRA, NRA shall have the option of returning Referred Accounts immediately to
CLIENT or within the time frame specified in section 6(a)(ii).
7. CLIENT AUTHORIZATIONS
a. NRA will credit bureau report Referred Accounts only if CLIENT authorizes such reporting on the
Credit Bureau Reporting Authorization located at Appendix A, attached hereto and incorporated
herein.
b. NRA will proceed with settlement offers an Referred Accounts only if CLIENT has signed the
Settlement Authorization located on Appendix A, attached hereto and incorporated herein, and has
indicated the discount and settlement rate permitted.
c. NRA will review Referred Accounts to determine if they are appropriate for referral to an attorney
for legal action only if CLIENT has signed the Review for Legal Proceedings Authorization
located at Appendix A, attached hereto and incorporated herein. Upon determination that a
Referred Account is appropriate for legal action, such account shall not be referred without
CLIENT'S prior express written permission.
S. GENERAL TERMS
a. In the performance of this Agreement, it is mutually understood and agreed that NRA and
CLIENT are at all times acting and performing as independent contractors, and not as employees,
joint ventures, or lessees, and neither party shall have any claim under this Agreement or
otherwise against the other for worker's compensation, unemployment insurance benefits, or any
other employee benefits.
b. This Agreement is binding upon, inures to the benefit of, and is enforceable by the Parties and
their respective legal representatives, assigns and successors in interest. Neither Party will assign
its rights under this Agreement, except to subsidiaries and related companies, without the prior
express written consent of the other Party.
c. This Agreement will be governed by and construed in accordance with the laws of the State of
Florida now in effect or hereafter enacted. Venue for any dispute shall be in Palm Beach County.
Florida.
d. This Agreement may only be modified in writing with the express consent of the Parties hereto.
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[SIGNATURES APPEAR ON THE NEXT PAGE]
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IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound, have hereunto set their
hands and seals the day and year above written.
NRA GROUP, LLC d/b /a VILLAGE OF TEQUESTA, FLORIDA
NATIONAL RECOVERY AGENCY
Signature ' DA Signature Date
Name Titl Name Title
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NRA Group LLC, d/b /a National Recovery Agency November 14, 2013
Collection Services Agreement
ADDENDUM
Public Records: In accordance with Sec. 119.0701, Florida Statutes, the Contractor
must keep and maintain this Agreement and any other records associated therewith and that are
associated with the performance of the work described in the Scope of Services. Upon request,
the Contractor must provide the public with access to such records in accordance with access and
cost requirements of Chapter 119, Florida Statutes. Further, the Contractor shall ensure that any
exempt or confidential records associated with this Agreement or associated with the
performance of the work described in the Scope of Services are not disclosed except as
authorized by law. Finally, the Contractor shall retain the records described in this paragraph
throughout the performance of the work described in the Scope of Services, and at the conclusion
of said work, transfer to the Village, at no cost to the Village, all such records in the possession
of the Contractor and destroy any duplicates thereof. Records that are stored electronically must
be transferred to the Village in a format that is compatible with the Village's information
technology systems.
Ch. 2013 -154 LAWS OF FLORIDA Ch. 2013 -154
lieu of written agreements for classes of contractual services; revising
terminology; creating s. 287.136, F.S.; requiring the Chief Financial Officer
to perform audits of executed contract documents and to discuss such
audits with the agency officials; requiring the agency head to respond to
the audit; amending s. 287.076, F.S.; providing that Project Management
Professionals training for personnel involved in managing outsourcings
and negotiations is subject to annual appropriations; amending ss.
16.0155, 283.33, 394.457, 402.7305, 409.9132, 427.0135, 445.024,
627.311, 627.351, 765.5155, and 893.055, F.S.; conforming cross- refer-
ences; providing effective dates.
Be It Enacted by the Legislature of the State of Florida:
Section 1. Section 119.0701, Florida Statutes, is created to read:
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Ch. 2013 -154 LAWS OF FLORIDA Ch. 2013 -154
c�nract � --
Section 2. Section 215.971, Florida Statutes, is amended to read:
215.971 Agreements funded with federal or and state assistance. —
(11 Fer An agency agreement that provides state financial assistance to a
recipient or subrecipient, as those terms are defined in s. 215.97, or that
provides federal financial assistance to a subrecipient, as defined by
applicable United States Office of Management and Budget circulars,
must the .,,...,,,. hall include all of the following
(a)(--!) A provision specifying a scope of work that clearly establishes the
tasks that the recipient or subrecipient is required to perform „—and
(WX2) A provision dividing the agreement into quantifiable units of
deliverables that must be received and accepted in writing by the agency'
before payment. Each deliverable must be directly related to the scope of
work and mgt specify the required minimum level of service to be performed
and the criteria for evaluating the successful completion of each deliverable.
(c) A provision speci , ing the financial consequences that apply if the
recipient or subrecipient fails to perform the minimum level of service
required by the agreement The provision can be excluded from the
agreement only if financial consequences are prohibited by the federal
agcy awarding the grant. Funds refunded to a state agency from a
recipient or subrecipient for failure to perform as required under the
agreement may be expended only in direct support of the program from
which the agreement originated.
(d) A provision apecif3dng _that a recipient or subrecipient of federal or
state financial assistance may expend funds only for allowable costs
resulting from obligations incurred during the specified agreement period.
(e ) A provision specifying that any balance of unobligated funds which
has been advanced or paid must be refunded to the state agenc.
( A provision specifying that any funds paid in excess of the amount to
which the recipient or subrecipient is entitled under the terms and conditions
of the agreement must be refunded to the state agency.
(g) Any additional information required pursuant to s. 215.97.
(2) For each agreement funded with federal or state financial assistance,
the state agency shall designate an employee to function as a grant manager
who shall be responsible for enforcing performance of the agreement's terms
and conditions and who shall serve as a liaison with the recipient or
subrecipient.
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CODING: Words strieke are deletions; words underlined are additions.
APPENDIX A — CLIENT AUTHORIZATIONS
1. CREDI EAU REPORTING
CLIENT DOES OES NOT authorize NRA to submit Referred Accounts to a credit bureau -�2 days
after plat - kkA to
Sig re Date
2. REVIEW FOR LEGAL PROCEEDINGS
CLIENT OES/D S NOT authorize NRA to review Referred Accounts to determine if they are
appropriate for referral to an a - for legal action. Upon authorization and determination that a Referred
Account is appropriate for legal action, such account shall not be referred without CLIENT's prior express written
permission CLIENT agrees to pay all court costs and filing fees in advance.
60
Signature Date
3. SETTLEMENTS
CLIENT DOE O ES NO authorize NRA to offer settlements in accordance with the percentages listed
below without an v vm from CLIENT.
DISCOUNT: %
SETTLEMENT RATE: %
t� -
Signature Date
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Business Associate Agreement
This Business Associate Agreement(the"Agreement")is effective as of
/'L�����►1)��' � � ,20�(the"Effective Date"),by and among NRA Group, LLC d/b ja
National Recovery Agency(hereinafter referred to as"Business Associate"or"BA"}and the
Village of Tequesta,Florida(hereinafter referred to as"Covered Entity"or"CE").The Business
Associate and the Covered Entity is at times referred to in this Agreement individually as a
"Party"and collectively as the"Parties." This Agreement supersedes any previous Business
Associate Agreement between the parties hereto.
Recitals
A. Covered Entity is subject to the administrative Simplification Requirements of the
Health Insurance Portability and Accountability Act of i996("HiPAA")and its
promulgated regulations thereunder("HIPAA Regulations")including the Standards for
Privacy of Individually Identifiable Health Information and Securi#y Standards,45
C.F.R Parts i6o,i62,and i64,as well as the Health Information Technology for
Economic and Clinical Health Act("HITECH")which is part of the American Recovery
and Reinvestment Act of aoo9(collecdvely,the"Regulations").
B. The parties have entered into an Agreement dated h��i ti�r�i����r�� �_� �-�-C���� (the
"Services AgreemenY'}under which Business Associate receives,transmits,has access to,
or creates Protected Health Information in order to provide the services required under
the Services Agreement.
C. The Regulations require Covered Entity to enter into a contract with Business Associate
to provide for certain protections for the privacy and security of Protected Health
Information and such Regulations prohibit the disclosure or use of Protected Health
Information by Business Associate if such a contract is not in place.
NOW THEREFORE,in consideration of the foregoing,each intending to be legally bound,
the parties to this Agreement agree as follo�vs:
AGREEMENT
Incorporation of Recitals. The Recitals set forth abave are incorporated by reference
into this Agreement and made a part thereof as if set forth in their entirety.
Definitions.
A. Business Associate. "Business Associate"shall generally have the same meaning as the
term"business associate"at 4�C.F.R. § i6o.1o3,and in reference to the party of this
Agreement,shall mean NRA Group,LLC d/b/a National Recovery Agency.
B. Covered Entity. "Covered Entity"shall generally have the same meaning as the term
"covered entity"at 45 C.F.R§i6o.io3,and in reference to ihe party to this agreement,
shall mean the Village of Tequesta,Florida.
NRA Group,l.LC Revised OS!Z013
_. _ _ _ .
C. �?rotected Health Informadon. "Protected Health Ittt'ormation°or"PHI"means any
informadan,whether oral or recorded in any form or medium,that relates to the past,
present or future physical or mental condition of any individual;the provision of health
care ta an individual;or the past,present or future payment of the provision of health
cars to an individual;and identifies the individual,or with resgect to which there is a
reasonable basis to believe the information caa be used to identify the individual. This
includes"Elecironic Protected Health Information"or"EPHI."
D. Catch-all Definition. The following terms used in this Agreement shall have the same
meaning as th�e terms in the HIPAA Rules: Breach,Data Aggregatioa,Designated
Record Set,Disclasure,Electronic Media,Health Care Ogeradons,Individual,
Individually Identifiable Health Informatian,Miaimum Necessary,Notice of Privacy
PractIces,Required by Law�Secretary,Subcontractor,Security Incident,Unsecured
Protecte�Health Information,and Use.
Permitted Uses and Disclosures of PHI
A Business Associate may only use or disclose protected health information as necessary to
perform the services set forth in the Services Agreement or as otherwise authorized by
Covered Entity,pravided that such Use and Disclosure would be permitted under state
and federal confidentiality laws if done by Covered Entity. All other Uses and
. Disclosures not authorized by this 1�greement are prohibited without obtaining written
authorization from Covered Entity.
B. Business Associate may use ar disclose PHI as required by law.
C. Business Associate agrees to make Uses and Disclosures and requ�for PHI consistent
with Covered Endty's minimum necessary policies and procedures.
D. Business Associate may not use or disclose PHI in a manner that would violate Subpart E
of 45 C.F.R Part i64 if done by Covered Entity except for the specific uses and
disclosures set forth below.
E. Business Associate may disclose PHI for the pro�r management and administration of
Business Associate or to carry out the legal responsbilities of the Business Associate,
provided that disclosures are required by law,or Business Associate obtains reasonable
assurances from the person to whom the information is disclosed that the information
will remain confidential and use or fvrther disclased only as required by law or for the
pur�ses for which it was disclosed to the person,and the person notifies Business
Associate of any instances of which it is aware in which the confidentiality of the
information has breached.
Oblisations and Activities of Business Associate.
A. Comnli�nce with the Law. Business Associate shall compiy with the provisions of the
Security Rule set forth in 4�C.F.R§§i64.3o8,ib4.3io,i64.3i2�i64.3i4�and i64.gi6
NRf1 Group,LLC Rev�sed 08�°2013
__.._.._ __ _ - - . ____..._ _ _.._..
with respect ta any PHI received from or made available from Covere�Entity or created
by Business Associate on behalf of Covered Entity. Further,to the extent Business
Associate carries out Covered Entity's obligations under the Privacy Rule under the
Regiilations,Bvsiness Associate shall compiy with the provisions of the Privacy Rule that
apply to Covered Entity in the performance of such obligations.
B. Limits on Use and Further Disclosure. Business Associate hereby agrees that the PHI
received fram or made ava�7able from Covered Entity or created by Business Associate on
behalf of Covered Entity shall not be used or disclosed other than as permitted or
required by this Agreement or as otherwise required by law. Notwithstanding the
foregoing,Busin�s Associate and Covered Entity agree that the se�ces provided by
Business Associate to the Covered Entity will include"data aggregation"services,as that
term is defined in HIPAA and that Business Associate may aggregate the PHI wlth
similar information that it obtains from its other subscribing facilities with no other
consent than the authorization provided in this section and Business Associate's
agreements with its other subscribing facilities. Business Associate may use and disclose
PHI for research purpos�s related to the medical rehabilitation field in accordance with
45 C.F.R§§i64.5i2(i),i64.si4(e)and i64.��4(a)-(c}.
C. Reparting Non-Permitted Use or Disclosures o#PHI. Business Associate shall,as soon
as practical and without unreasonable deiay report to the Privacy Officer of Covered
Ettdty,in writing,any use and/or disclosure of PHI that is not permitted ar reqvirerl by
this Agreement of which Business Associate becomes aware,but in no c�se later than go
calendar days after Busines.s Associate becomes aware of the non-permitted use and/or
disclosure. The Busine,ss Associate report shall identify:(i)the nature of the non-
permitted use or disclasure,(ii)the PHI used or disclosed,(ui)who made the non-
permitted use or received the unautharized disclosure,and(iv)what corrective action
Business Associate has taken or shall take to prevent future similar unauthorized use or
disciosure.
D. Re�Security Incidents. Business Associate shall report to Covered Endty any
successful Seeurity Inadent of which it becomes aware as may be required by 4�C.F.R§
i64.gi4{a)(2)using the same procedures as set forth in Paragraph C.above. Business
Associate shall be obligated to report to Covered Eatity any successful Security Incident
of which it becomes aware,provided,however�that with respect to any attempted
unauthorized access,use,disciosure�modificaiion�or destruction of information or
interference with system operations in an information system affecting EPHI�such
report to Covered Entity will be made available upon reques�
E. Anmm�riate 3afeg�a�rds,. Business Associate shall use appropriate safeguerds,and
comply with Subpart C of 4�C.F.R§i64 with respect to electronic PHI�to prevent use
or disclosure of PHI other than as provided for by the Agreement.
F. Subcontractors and A�ents. In acoordance with 4�C.F.R§§i64.�oa{e)(i}{ii)and
i64.3o8{b)(2},if applicable,ensure that any subcontractors that create,receive,
NRft Group,LLC Revised 0&°1013
a
maintain,or transmit PHI on behalf of Business Associate agree to the same restrictions,
conditions,and requirements that apply to the Business Associate with respect to such
information.
G. Availabili of Inte Practices BQOks nd R a . Business Associate shall make
available all records,books,agreements,policies and procedures relating to the vse
and/or disclosure of PHI receive�i from the Covered Entity to the Cflvered Entity as
nece.ssary to satisfy Covered Entity's obligations under 4�C.F.R§x64.�24. Business
Associate agrees to make its internal practices,l�oks,and records avaiiable to the
Secretary for purpases of determining compliance with the HIPAA Rules.
H. Right of Access to PHI. Business Associate agrees to make available to an individual who
is the subject of the PHI,the right to access and copy that iadividual's PHI,at the request
of the individual in the time and manner designated by Covered Entity. This right of
access shaIl conform and meet all of the requirements of the HIPAA Regulations.
I. Amendment, Business Associate agrees to many any amendment(s)to PHI in a
designated record set as directed or agreed to by the Covered Entity pursuant to 4�
C.F.R§i64.�26,or take other measures as necessary to satisfy Covered Entity's
obligations under 4S C.F.R§i64.$26.
J. Accounting of Disclosures. Business Associate agrees to maintain and make available
the information re,quired to provide an accounting of disclosures to the Covereci Entity as
neces�ary to satisfy Covered Entity's obligations under 45 C.F.R§i64.528.
Breach Notifications.
A. In conformance with 4�C.F.R§i64.4io(c)(a),Business Associate shall,following the
discovery of a breach of Unsecured PHI,notify Covered Entity of such breach without
unreasonai�le delay and in no case later than tea(io)busine�days after discovery of a
breach. The noiification shali inciude,to the extent possible,the following information:
i. The identification of each individual whose Unsecured PHI has been,or is
reasonably believed by the Business Associate to have been,accessed,aequired,
used or disclosed during the breach;
2. A brief description of what happened,including the date of the bresch and the
date of the discovery of the breach,if lrnown;
g. A description of the types of Unsecured PHI that were involved in the breach
(such as full name,Social Security number,date of birFh,home address,account
number�diagnosis,disability code,and other types of information involved);and
4. Such other information that Covered Entity is required to include in notification
to the individual under 45 C.F.R§ib4.4o4(c)at the time of the notification
required i�y this Section 5(b}or promptly thereafter as information bECOmes
available.
B. �uired Noiices. In the event of a breach of PHI by Business Associate or any employee
ar agent of Business Associate,or a breach of PHI that is created,received,maintained,
NRA Group,LLC Renrsed 0�°'2013
or transmitted by Business Associate on behalf of Covered Entity,Covered Entity shall
provide the notices of breach that are required by 45 C.F.R§i64.4o5 and 45 C.F.R�
i64.4o6 to individuals and to the media,if inedia notice is required. The natices must be
provided without unreasonable delay but in na case later than go days after discovery of
a breach.
C. Notice to Secretarv. Covered Entiiy shall provide notice to the Secretary as required by
45 C.F.R§ib4.so8.
�Jbligations and Activities of Cavered Ent�.,
A. Changes in the No4ce of Privacy Practices. Covered Entity agrees to inform Susiness
Associate of any ehanges in the form of Notice of Privacy Practices that Covered Entity
provides to individuals pursuant to HIPAA and provide the Business Assoeiate a copy of
the Notice currendy in use.
B. N tifica 'on of n es i Autho ' tion. Covered Entity agrees to inform Business
Associate of any changes in,or withdrawal of,the authorization provid�to Covered
Entity by individuals whose PHI may be used and/or disclosed by Business Associate
under this Agreemen� This Notice shall be provided without unreasonably delay,in
writing,and no later than ten(ia)days after Covered Entity is notified.
C. Notification of Restrictions. Covered Entity agrees to notify Business Associate of any
restricdon on the use or disclosure of PHI that Covered Entity has agreed bo or is
required to abide by under 45 C.F.R.§i64.522,to the extent thttt such restriction may
affect Business Associate's use or disclosure of PHI.
D. Permissible Requests. Covered Entity shall not request Business Associate to use or
disclose PI3I in any manner that would not be pertnissible under the Regulations if done
by the Covered Entity.
Term and Termination.
A. Te�r . The Term of this Agreemeat shall be effective as of the date of this Agreement
above,and shall terminate on or on the date Covered
Entity terminates for cause as authorized in paragraph B of this Section,whichever is
sooner.
B. ��xmination for Cause. In addition to and notwithstanding the termination provisions
set forth in the Services Agreement,both this Agreement and the Services Agreement
may be terminated by Covered Entity immediately upon written notice ta Business
Assaciate if Business Associate has breached a material provision of this Agreement.
Altematively,Covered Entiiy may choose to: (i}provide the Business Assoeiate with ten
(�o)days'written notice of the existence of an alleged material breach;and(ii)affard the
Business Associate an oppartunity to cure said alleged material breach subject to the
satisfaction of Covered Entity,in its sole discretion. Failure to cure in the manner set
forth itt this paragraph is graunds for the immediate terminatian by Covered Entity of
this Agreement and the Services Agreement
NRrf Groeep,LGC Revtsed 0�'1013
_. - ___ ___. _
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C. Obligations of Business Associate Upon Termination. Upon termination of this
Agreement for any reason,Busines.s Associate�with respect to PHI received from
Covered Entity,or created,maintained,or received by Business Associate on behalf af
Covered Entity shall:
i. Retain only that PHI which is necessary for Business Associate ta cont{nue its
proper management and administrativn or to carry out its legal responsibilities;
2. Return to Covered Entity or destroy the remaiaing PHI that the Business
Associate still maintains in any form;
g. Continue to use appropriate safeguards and comply with Part C of 45 C.F.R§i64
with respect to electronic PHI,other than as provided for in this Section,for as
long as Business Associate retains the PHI;
4. Not use or disclose PHI retained by Business Associate other than for the
purposes for which such PHI was retained and subject to the same conditions set
out in Obligations and Activities of Busine�,Associate which applied prior to
termination;and
5. Return to Covered Entity or destroy the PHI retained by Business Associate when
it is no longer needed by Business Associate for its proper management and
administration ar to carry out its legal responsibilities.
D. urvivaL The obligatioas of the Business Associate under this Section shall survive the
termination of this Agreement.
Miscellaneous Provisions.
A Acknowledgment of Penalties. Business Assaciate aclmowledges that under the HTfECH
Act,in the event that Business Associate does not comply with the requirements of this
Agreement,criminal and civ�penalties may be imposed by the Depar�nent of Health
and Human Services in the same manner that such genalties apply to Covered Eniity.
B. Indemnification. Each party agrees to indemnify and hold hartnless each other and each
other's respective employee.s,directors,officers,subcontractors,agents or other
members of its workforce,each of the foregoing hereinafter referred to as°indemnified
party,"against all actual and direct losses suffered by the indemnified party and all
liability to third parties arising from or in connection with any breach of this Agreement
or from any negligence or wrongfiil act9 or omissions,including failure to perforra its
obligations under the Reguladons,by the indemnifying party or its employees,directors,
officers,subcantractors,agents or other members of its workforce. This Section shall
survive the expiration or termination of this Agreement for any reason. �hi
containe in tihis AEreement h ll Ue con��ed a a iv of the Govered .ntitds
.cr,,,�v�r�ien immtnitvhevond the limi s cet fo h'n Sec.�68_28.Florida Stat�tes.
inc1L i ��he limits on the awar�of attornev's fees The Cover�Entitv'a
indemnification of BLSine�c A�nriat�sh^ll bz.sn ier firallv�imitP,-?to he amo��;s a��
forth in Sec.�68.28.Florida Stat�te . Nothi g contained in�hia A�reement sha 1 he
cansttued as Govered .ntitv's .nn ent to sLed
NRR Group,LLC Re>>ised O8�'2013
C. Regulatory References. A refereace in this Agreement to a section in the HIPAA Rules
means the sectioa as in effect or as amended.
D. Amendment The Parlies agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for compliance with the requirements of the
HIPAA Rules and any other applicable law.
E. Interpretation. Any ambfguity in#his Agreement shall be interpreted to permit
compliance rvrth the HIPAA Rules.
F. Relationsh�p to Service Agreement In the event that a provision of this Agreemeat is
contrary to a provision of the Services Agreement,the provision of this Agreement shall
control. Otherwise,this Agreement shall be construed under and in accordaace wIth the
tetms of the Service Agreement.
G. Severabilitx. Atry terms or provisions of this Agreeraent which will prove to be invalid,
void or illegal will in no way effect,impair or ittvalidate any other term ar provision
herein and such remaining terms and pmvisions will remain in full force and effect.
H. �+Iodification. This Agreement may not be ameaded,madified,altered or changed in any
respect whatsoever except by a further agreement in writing,fully executed by each of
the parties hereto.
I. �ndependent Contractors. Busin�s Associate and Covered Entity agree that their
relationship under this�greement shall be that of Independent Contractors and neither
Covered Entity nor Business Associate shall be an agent,employc�,par�er or other legal
representative of the other for any reason pursuant ta th�.s Agreement.
NRf!Group,LLC Revrsed 08f?013
IN WITNESS WHEREOF,each of the undersigned have caused this Agreement to be
duly executed as of the date herein set forth.
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Covered Entity ) Business Associate �—
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Name: ���1 t%� U Z�f>��� Name: +�� {����v�P_✓'�v�
Tide: ��Q Q/1 Title 1'�.�-.�t�P r JS,+�e.fs �e��,o�� (/
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Date• .� z�- 'L.i�t Date: ;� �..j � � �� �
NI� Group,LLC Revised 08•!201.�