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Home My WebLink AboutDocumentation_Regular_Tab 04_12/12/2013 l ' \. ''� �=. � VILLAGE OF TEQUESTA �, ; -t� /'�GENDA ITEM TRANSMITTAL FORM -�: 1. VILLAGE COUNCIL MEETING: Meeting Date: Meeting Type: Regular Ordinance #: �.,.,,. � � _� � -� ,� ._. December 12, 2012 Consent Agenda: Yes Resolution #: � _ � � -� � -� _� : Originating Department: Manager 2. AGENDA ITEM TITLE: (Wording form the SUBJECT line of your staff report) 1. Per Village Ordinance we are pr�esenting the following agreements, proposals, commitments and memorandum of understanding to Council: 3. BUDGET / FINANCIAL IMPACT: Account #: Various Amount of this item: Various Current Budgeted Amount Available: Amount Remaining after item: Budget Transfer Required: No Appropriate Fund Balance: No 4. EXECUTIVE SUMMARY OF MAJOR ISSUES: (This is a snap shot description of the agenda item) 1. Per Village Ordinance we are presenting the following agreements, proposals, commitments and memorandum of understanding to Council: a. Comcast Business Class Service Order 24 Months Agreement- Internet and TV. $4,675.20 b. Village of Tequesta & NRA Group, LLC dba National Recovery Agency Collection Services Agreement for delinquent Fire Department services charges. 15% commission. c. Village of Tequesta & NRA Group, LLC dba National Recovery Agency Business Associate Agreement providing for HIPP�� Law requirements. $0 5. APPROVALS: �^,; , Dept. Head: Finance Director: ��F{eviewed for Financial '`��'`` Sufficiency r} ,. � No Financial Impact Attorney: (for legal sufficiency) Yes ❑ No ❑ ___.______ _-.- Village Manager: ,,__ , �-._ � • SUBMIT FOR COUN DISCUSSION: [�� • APPROVE ITEM. • DENY ITEM: � Form amended 08/26/08 O �ogeT D: 74C4D93C-BCFC-4A97-88A4DH883D45E634 BUSINESS BUSINESS CLASS SERVICE ORDERAGREEMENT Accou� Nam�: The Villag� Of Tequesta Sp�; ��04 CUSTOMER INFORMATION (Service Locatlon) Addreas 1 357 TEQUESTA DR Cily TEQUESTA Addre� 2 OFC MN � � Primery Corrtact Neme Brad Gomber9 ZIP Code 33469 Bu�ness Phorre (561) 7�-W00 ��Y Cdl Phone (561) 222-6569 Frrrall Address b8o�er9��or9 Pe9e� N�be� Prir�ry Fmc N�an6er Tec�nicel Cotrtact Nartre Tedi Corkact On-Sfte7 No Tedudcet Cor�tad B� Phone T�udcei Corrtact EmeA Property Mar�ger Corriact Nartre Property Mgr. Phorre COMCAST BUSINESS CLASS 3ERVICES Se��tlon ()c) B�utness Class dolea Bus6�s Class I�rnet X � Cl�s N )( eustness crass s�9nawre soa�rt Servlce Term (Mo�hs) 24 I COMCAST BUSINESS CLASS SERVICES DETAILS Bustn�s Cl�s Volce° g�� C� p��9� VOICE SELEC710NS � Unit Cost Total Cost pedcage Name: Cen.:N� D10a+-$40_2Sn' Fup Faahue Voice Lfnes 0 — Adtl. F.F. Voi� Lin� w! pl�. PACKAOE DESCRIPTION 4 ,�, � MO2C DL�o�ad off � t� D10U+{$799.9� for �8swwrted � of 159.95 wBh ptu��,ae of Busfiess VWw or �Sine� N. NI�C Di�wts ro0 B�c Lines 0 rate crerd end of origh�l tenn. AIQn 2yr term �. T�ces. Use9e. Fees, Fex Lhtes QuiP are E�dra Top Free N�unbers EqWpmentFee VOICE OPTIOI� Selaetlo � ;�Tofat Cast ,, oh�rr�8 0 � B � ��Y � �PP�� SELEC710� Sel�etlon(X) Tatat C�t �� Besic X S4.�i •vmm at�s a��a� m en �. Irdomm5on & E�rt Business Class IrKemet° �� INTERNET SELEC710t� SeleeUon(X) ToYai Cost p� �' Mustc Cho�e Star�delorre � NOP710NS SeleWon TWai� OUrer Dettnce 100 P{�u X �1�.95 Sporls pat*•• Equipmetrt Fee X $9.g5 Music Cho&� WiB�r�eas C�Ss Canel� S�edo IM'ERI��T SELEC710M.S Set�tlon()C) Non-R�urring Charga �' � 1kGel�s Get�nray Fee �' ��9 �c��apeeae�ae�emo,m�eveaec�emen�.wennre�nm�o �� comreot eu mmuress c�s i�m�nec sp�a �s uom co�nmwae n.o� ome�us ow�omc �nsn emms N OUTLETS QuaMity Unit C�t Tolal Coet ror �m �t mrerge. nie s�le connaot spe� tleraoes me mod,ae suon er�n �aama. �m� et� Ad[Btiorret Outlets 0 $9.95 �.00 ��f' 6a pioal�ed ee�uatelg. Corts� � 9re tlghtm aher�ge 9ds A�oeca Oirtlook e�re0 o�me ffi e�n m�m. � �m eae �n, u�on wamm m�cem c�. HD Outl� C h�es 0 $5.00 $0.00 INTERNEI' OPTIONS Se�eeticnp() TWaI C�t �1 mDTAimDTA Type # of Outlets NRC MRC NadrosoR Oudook Olflae ErtmB X Irrotuded eb Ho�ing - Starmr X h�duded 1Aleb Hosting -�ness • r� eveuan� m nrn�re �s or pucm v�ew e�,�u�rer�. rv�ns a epaore us evaem,�e m en Web Ho�ing - Commerce mm�mm. c�aaamw�ea� ena unaeremnas am� may ua re�ammie ror� mumc �aerdng urcopyrigM� �r rtumlo mtdaftmd in mry m e0 oT6re 3etvime, Ndudin& but tmt Mdted to V�@b H�IIQ -�1'0�0I18I VWeo endlwPuhRo 1lfaw Vhieo. � AvaFhhla fw&�Wald & Pref� N oRare miiy. Siatic IP -1 Stetic IP - 5 X $19.95 Siatic IP -13 Sta9c IP - 29 Business Cl�s 8��ture Support StaNC IP - 61 �l�riptlo� Ptens Quantfty Unit Cost Toiai Cost Static IP -125 Es�nlials Sta6c IP - 253 PrePerred IPV6 �� WNi Hoispot*'° Prertder for Sen�r B� V11� Siandard Bok O� &� VU�i Enhamxd Cloud BardFUp Add-on • �memet �arm a o�ns rmt avenabte m eU m�k�. "" Bu�ress PAVate W6� � InoWdetl r+�t tlteXFINfPY VYfFl Ho4�po! unle� �edflm�g troBatl I�low M tlte tJ�8eNknoftlUseg��R. U�ereeavtqiere&reNesaPrivffieW�IistmtyeteveBeb�e.@w0�ha Ndutletl w81t ffie XFlM7Y W�I F�tsPOt Piease ohedcw9h your eeles rapr�vetv a� BBus6tms Prirate NflFf Is avalleble In ymu mw. OrderFortn Version v18 Page 7 of S C�MCA�T o: �aca�c-scFC�,as�-aeaa�n4s�a BU51 NESS BUSINESS CLASS SERVICE ORDER AGREEMENT Acxount Name: The Village Of T�uesta ��; gg �fipq COMCAST BUSINESS CLASS TOTAL SERVICE CHARGES BI�Iness CI�B Sele�tlo Quenh'ty Unk Cost Totel Cost Vo��Aciivadon Fee" X �.00 �.00 Totai Montldy Service Charge $234.80 Auto-A16endant Setup Fee Pmmotlonel Code (ff ePP��) BPOI�Nlaivet2/2 Volce Jadc Fee Discamt on Irt�neqitapp�cahle) 40 To0 Free ,4cBvadon Fee D�ount on Video(HspPtlCe6�s) DUec�Ory Listfig Fee O�re 17me Fh[ P�ns O�COimt on Vohre(� aPPUcawe) One-Tmre T� Solve �°"^� �" ��°@ �PP�� aPP�b�e) In Wa0 NfiN� 8 SeWp 1st Drop 7om1 o�unt $40.� 2 pius Drops Se�nd Ceble Run Wtrel�s N�arork Setup / 7 WorltSta6on SeWp Total Recurring Monthty Bill $794.� Wmk SteHon Seh+P Add-o� • Aaaumwa r��, �ra Brw �mwe� mm aees �r �pah• VNreless Network Sahtp Add-on OrwfOe Survep Sartre Day Service Ne�d Day Servk� • Par @re eotivflBon fea� uP to tmv(4) Pore mmdtwm dmrga. Total Insta1�13on Charges:* gn.00 •ooes �t Umivae cu�an �nemumroe F�e. � �� GENERAL SPECIAL INSTRUC710NS Promofion Code BPOt�I'1- Slandard I�IIaHon wafv� far piud�se of 2 or mae p� of Bu� C�s t� &�n�s Class Voice and Business Clw N wh� contraaed for 2 or more years. Ord�Fortn Version v78 Page 2 of 5 DoaaSign Errvel ID: 74C4D83G�BCFG1{A97-�AC-0�iD45EB34 COMCAS�T BUSINESS CLASS SERVICE ORDER AGREEMENT ��SII�ESS At�unt lVam�: The Villag� Af T�u� I� COQACAST BUSINESS CLASS INTERNET CONFlGURATION DtTAILS Trarisfer F�dstlng Com�st.neY F�H No Equipmerrt Sel�tion D3.0 IP Gateway Num�r of Siffiic IPs* 5 Business Cla� Web Hosting No • ns ormore smuo � ere r� e srnnc ��cnnow Foma m�wrea. COMCAST BUSrIP1ESS CLASS N CONFIGURA770N DEiAILS maUYet Det�s La�ticn OuHet Type Addi67o�1 Commerds: Outlet 1- Pfir�ry Outlet-1 DTA Outlet 2 - AddiBor�l Outlet 3 - Addi6ottal ou�eta OUTLEI'S 9 8� UP t�dJANTITY Ouflet 5 - AddNional � Outlet 8 - Ad�6or�1 pi� Outlel7 - Addttlonal HDN p�� g _ ,�� DTA COMCAST BUSINESS CLASS VOICE CONFIGURA770N DETAILS Phone � Type Voic:ernail Customer Equipme� Phone S tstem T e{Ce .,hsm, PBX, � Phone 6em Manufa�urer Fmc Mach6te ManWacWrns �, c,^, l —� �-� �, �� , � � _ i � �; °�a1/endor P�nt of Sele Devh� Telco Ci� LacaHon H�mt Group Co�guratlon Qeffiits Hurt Grou F� Rec, u� ea/No Hturt Qot CotdfgtnaHon Ty� H�urt Grau a Pilot Number Toll Free # C�Uirtg Orrigl�tlon Ar� Assoclated TN Dir�ctory Llstlng �s Dtr�6ory m�� Dtreaory Li�ing Phorte Nutnber AddtUomdl Vo9Ce Deteils ��Y �9 �P�lI Natrte Ca�er ID (Yea/No) DAIDL Hesder T�ct Infamwffon CeDar ID Display iVm�re (m�c 95 char.) DA/DL Head� Code I�ortmation Inflemetlonal Dfeling (Ya�No) No BFandard InduRtry Code infom�adon CaA Bla�Cing (YeaflVo) AuEo-A�endant (Y�to) No OrderFortn Version v18 Page 3 of 8 COM Ato�T o: �aca��scFC-a�s�-esa�a��a �USINE55 BUSINESS CLASS SERVICE ORDERAGREEMENT A�ouert N�m�: Th� Nillag� AF T�que�ffi 1�• 6922604 CUSTOMER BILLING INFORMATION BdBng Accamt Name The Vpiage Of Tequesfe CflY TE B�8 � C� P�Y ��) S'te6e FL Add�ss 1 387 TEQUESTA DROFC MN ZIP Code 33489 �idress 2 B�ng CorAact EmaO hgomberg�tequ�te,crg Bi16ng CoMact Name Bred Gomber B�ng Conffict PFlorre (581) 7M-07� Tax Exempl?* No BHQng F�c Number ° �`Y�+. Mease provlde and a(isG� �x exern,ot/on �r671qte. AGREEMENT 1. This Comcast Busin�s Ciass Servi� Order Agreement ssb forth the terms and oonditlons urtder wNic� Comcast Cable Cortvnunic�i3ons AAanagement, LLC and its operating affilistes (°ComcasP� will provide the Servic� to Customer. This Comcast Bu�r�s Class Servhs Order Agreemerrt consisis of this documerit ("SOA'�, the standard Comcest Business Cl�s Terms and CorbiUons (°Terms arM CondiUons'�, arM �Y I�Y �c� amendme�s (°Amendmerds'�, coAecdvety referred to as the °Ag�em�Y'. In the everrt oF irn�nsistency arrrong tfiese documeMs, pr�edence will be as fo�ows: (1) Amendmerhs, (2) Temis arid CondiHor�s, arid (3) this SOA. This �qreemerd shall commenc�e and l�ome a Iegaity binding agreement upon C�mer's �cecutlon of the SOA The Agreement sl�Il termirtabe as set forth in the Tertrus and Condi�cr�s (httpJlbusin�a.cbrt�casLcomftertr�a-conditions/irnie�c.aspx). Ail capftaliaed tertns rtot defin� in this SOA shali r��t the defmi�ons given to them in the Tem� and Corbitior�. Use of the Servi� fs al� subj�t to the then airrent High�Speed ir�tem� for Business Aa�pfable Use Poliq la�ted at htlpJ/busln�s.cromc�tmmfterms-conditlonalindex�c (or arry su�r URL), arid the th� cvrtent High �Spe� Ir�m� for Busin�s Privacar Poliq la�ted at httpJ/business.wmcastcartUhem�s-ccrMitlor�s/index.aspoc (or arry suc�sor URL), both of which Comcast mey update from time to time. FOR SIGNATURE SUPPORT CUSTOMERS ONLY: Instead of the Comcast Busin� Class Tem� aand Condi�ons, your Agr�merrt inciudes the Si9�� +PP� Terms and CorMdions available at hltpJ/businags.signatruesupportwmcasLcomftem�-and-cortditions.htrnl. 2 Eadi Comcast Business Cleas Servics (°S�viw'� carries a 30 �y morrey �dc guarantee. ff within the first thiriy days tbllowtr�g Service acHvaHon Customer ts not campletely �isfied, Custorrrer rt�y cartcel Ssroice and Comcast wip tssue a refurrci ibr Servi� charg� achially �id by Custortrer, �m instadatfon, vof� u�ge charges, and optior�i �roice �s exdud�. In order to be eligible for the refund, Cus�rtrer rtwst cancel Sererfce uadhin thUiy days of activatlon and refiim eny Comcaskprovid�l equiprt�nt in good wroridng order. In tro everrt shall tNe reflmd e�a�ed $500.00. � FOR SIGNATURE SUPPORT CUSTOMER� ONLY: The g � app�le �" to�S'igr�atiue S��aiptlon plans. If you use the service in the fust 30 days� you wi0 6e refunded your �xipHon fees, but charg� the appQcabie one�irna f�. 3. IF CUSTOMER IS SUBSCRIBING TO COMCASTS BUSINESS CLASS VOICE SERVICE, I AClQdOWLEDGE RECEIPT AND UNDERSTANDING OF THE E911 NOTICE: E917 NOTICE Comc�t Busmess Class Voice �rvics ("Voics'� may have the E97 7 IlmitaUor� sp�:ified below: • In order for 911 caps to be properiy � to emergsnq �rvic�s using Voics, Comc�t rta�st have the corred sarvice addr�s for the Voice Cuslortrer. If Voics is moved to a differerrt locahion writhout ComrasYs approval, 911 ce0s rt�y be df� to the wrong emergern�r autl�orKy, rrrey transmit the wrong addr�, and/or Voics (indudin9 811) rtrey fail altogether. • Voh;e � etectrlcal power in the Cusbomer's premiaes. If thare is an �ectriwl power outage, 911 ceiting rtmy be ir�rtupt� if the battery track-up in the as�ciated rrwlUmedia terminal adapter � rtot iru�tled, fails, or is exheusted after several hours. • Voice c�lts, inciudmg calls to 871, may rrot be cromplefed ff tlisre is a problem wiih nebvork fadlt��, indudfng neUaork �r�gestion, n�vorW�uipmenNpauuer fa�ure, or another technical probtem • Comcast will r�d seversl business days to update a Customer �tvice sddr�s in the E811 system. Atl change reque.ab arid que,ations should � direded to 1-80a381-3000. USE OF VOICE AF7ER DELIVERY OF THIS DOCUMENT CONSTITUTES CUSTOMER ACKNOWLEDGEMENT OF THE E911 PIOTICE ABOVE. 4. To c:ompiste a Voice order, Customer must exearte a Comc�t Letter or Authorization ("LOR'� and subrtdt it to Comcast, or ComwsPs thfrd patiy order entry inffigrator, as direded by Comcasi 5. Neav telephorre numbers are subjed to dtange prior to the irretaA. Cu�omers should rrot print thefr rrew number on stetionery or cards urrtH after the ir�il b comptete. 6. Madtfic�tior�: Atl modifirsHons to the Agree� if anY, must be c�phir� In a writ�en Amendment, �cecuted by an author¢� Com�t Senior Vice Pr�iderrt and the Cusborr�r. Atl other attempis to modity the Agreement sha11 be moid and non-bir�ding on Comcast Customer by signing below. agree,a and acxepts the Tem� end Condtlons of this Agreemerrt. CUSTOAAER SIGNATURE FOR COMCAST USE ONLY BY �9�M8 below, C�ort� agra� mid eccepis the Tarms arM CorrclNiorre of Sales Represe�: FJfi Froei�ling th� Ag�erttetrt. C�enetal Terrt�a and Condtdons can be famd et tdtp•llb�iness.cortrc�t.��or�lindmcaspx. Sel� Repre�rriative Code: ��: � � Sales ManagerlDi�ector Brad Wrtaht p� r .ry� ' SaIB3 Mm�eQer/DI('eCtoi lide: � � Dir�sfon: Cenhai p�: r r � L�d ID: 6922504 OrderFmm Version v18 Page 4 of Sr DocuSign EnvelopelD:74C4D93C-BCFC-4A97-8SAC-D6663D45E634 COMCAST BUSINESS CLASS SERVICE ORDER AGREEMENT BUSI NESS Account Marne: The l�s!lage Qf �'eqseesta lD�: 69225C�4 IP Justification Form Comcast conforms to the North American IP Registry (ARIN) policies regarding IP address allocation. As part of its standard service, Comcast will assign the amount of IP addresses that our customers can justify. Use this fortn for initial assignments as well as augments. Written justification for any IP address blocks requested is required so ti�at Comcast can demonstrate to ARIN that IP addresses allocated to us is being used efficienUy. If you have any questions about the IP assignment policy or process, please refer to the I P Address Assignment Policy and Procedures, and RFC 2050 http:JJwww.ieff.org/rfGrfc2050.txt. Please complete the form below and submit it to your Comcast sales representative. Comcast follows the American Registry for Intemet Numbers policy for the Shared Whois project . For more infortnation please go to https://www.arin.neUpolicy/nrpm.htrnl. Customer Site Technical Contact Location The Vllage Of Tequesta - L-5016956 � Name(First Last) Brad Gomber 3a Street 357 TEQUESTA DR Za Title 3b Rm/Ste/FI OFC MN Zb Phone # 561 76�0700 3c City,State Zip TEQUESTA,FL 33469 2� Email 3d bgomberg@tequesta. org Phone# (561)768-0700 2d Note: If more than one domain, use first domain 4. Domain Name: registered. 5. Do you have previously assigned addresses from Comcast?: � Yes Q No 5b. If yes, what addresses were assigned?: Note: Ef your organization already has IP space assigned, 6. Number of IP addresses requested/needed within 6 months: 5 you enust utdlize 80 % before applying for 7. Use the following Network Tabie to describe your IP assignments within the next six months. THIS IS REQUIRED IP Nuenber IP Address (If known) Beiow, provide a description of use for each IP requested � Server 2 Domain 3 Server 4 VPN 5 web Hosting I verify that I am authorized to represent the organization below and that the above infortnation is true and correct. I understand that Intemet Protocol Version 4 address space is limited and that users of the Inteme4 are responsSble for conserving address space and ensuring that space is utiiaed efficiently. Print Name - TiUe � � � � "��......�.,.. _,� __ Organization The Village O i T Phone #(day) (561) 768-0700 Email bgomberg@tequesta.org F OrderFortn Version v18 Page 5 of 5 Comcast Business Class Service Order Agreement December 12, 2014 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 sha11 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 aze not disclosed except as authorized by law. Finally, the Contractor sha11 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 duplica.tes 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. COLL�CTION SIItVICES AGREEMENT � ��. This GOLLECTIOM SERVICES AGREEMENT (ths "Agreemeat'�, dated as of the �� af ��.r 20I3, is made and entered 'mta by aad between NRA GROUP, LLC dlbla NATIONAL R�COVERY AG�TCY {�NRA"�, a Peansylvmnia limite�l liabili[y campaay la;ated at 2�91 Paxtoa Street, FIarrisburg, Pettnsylvania 17I I l aad the VILLAGL ��' TEQU�STA, FLCIRIDA {"CLIENT'�, l�atai at 345 Tequ�sta Drive, Tequesta, FL 33469. Each af NRA and CLIL�IVT is at times referred ta ia this Agr�meat iadeviduaUy as a"Part}�' aad collectively as the "P'grtics." WEIEREAS, NRA is engag� in the business of collecting delinquent accauats, lacating skip arxouats and 1�rovlding additional servicing ftmctians far acca�mts refecred to NRA; WHEItEAS, CLdE1VT owns certain deliaqueat accounts (colle�ctively, the "Acaouats'� � desires to retain NR.A to collect certain Accouais ott the tet7ns aad subject to the coudiNans of this Agreement; sud WHE1tEAS, N1tA d�ires to accept the reteatioa and to collect the Accounts. NOW THE1tEFORE, ia coosideradon of the above premises and the mutual agreements hereinafter set forth, amd foc ather good aad valt�ble cosjsideradon, the receipt, adequacy and sui�cie�scy of �vhich are hereby ackaowledged, mnd inter�ding t� be legally bound, the Parties hereby agrree as follows: 1. SERYICES a CLIENT sbaU from time to time refer delinquent Accoaats (collc�tively, tbe "Refetred Accounts") to NRA. b. NRA a+ill accept and attempi to collect Refenred Accounts and shall use its best efforts to o6taia all amouats due to CLIEIVT with respect to such Refer�d Accaunts {callectively, the "Services'7. 2. CONIi�LIANG'� WITS LAWS a In perfar�ning the Services, NRA shall not intendoually or �egligently fail to comply with all applicable f�eral aad state laws, regutatioas aad guidelines, asui will not, wider aay r+�-��* engmge in any threats, intimidatian, or barassmenE of a coasumer in the eollec�oa of Refe�red Accounts, b. NRA will observe iAdividual rights withia the caustraiats of the Fair Debt Colleetion Practices Act {"FDCPA"), Fair Ct�edit Reporting Act ("FCRA'�, H�lth Insurance Ponability and Aabwntability Aat af I996 ("HIPAA"} aad aay other applicable federal and state laws pe.�taining to collection praatic�a and procedw�, � c. NRA will provide dhe required notice tLat it records all inboumt aud outbound calls far qa�ality control purposes, including communicatious with consumers and cli�ts. 3. RENIIT°I'ANCESICOMMISSIQN a NRA shall charge a soramission (the "�ommissioa'� on payment amounts received ia comnection with the Refem�i Accounts ("Paymeats'� at the rate of 6fteea p�ceat {15°!�) on aU primary placement accow�ts and a rate of N!A an all �condary placement accounts, snch accowus being tha�ae Refem� Accouats that have been placed with a�th� eflllection agency, a law firm, anY other callectioa eatity or wliece jurlieial proetss has isegim prior ta placement with NRA for coll�tion. With r�spect to any Referred Accouat In which legal action is taken, NRA shall charge forty percent {af0"/o) on amo�mts realized pins cvnrt costs sad filing fees. b. For the pur� afthis Agreeaient, tl� term "Date af Plac�nent" shall meaa (7 the date on which CLfEIV'I' p�aces a RePerred Accouat on the se�ured file website or (ii) in the case af a Referred Accownt th�t the CLIENI' traasraits tlucugh means other thatt the secured file websits, ti�e datc oa which NRA receives written uotice of the Referred Accoun� After the Date of Placement, acry Payment r�eived by either 1VRA or CLIENT will be charged the full Commissiun at ttie rate herein set forth. c. NRA will reauit tn CLIENT oa a moathly basis, no later tlian tiie ISth of the manth, Payments received during the precediag month oa a net basis. For the ptuposes af tisis secdoq "net basis" shall be Paymenss received during the preceding moath less Cottm�ssian. d. CLIENT grants aud aonveys uato NRA tl�e right of end�nsement in clearing dr.�iis, r�� and notes in order to facilitate collection of Payme�s. e. For CLIENT'S pratectioq NRA wiU deposit all Paymer�ts daily inta trust actt�unts. 4. REPRESENTA'iTONS, WARRANTIES AND COVENANTS a NRA i. NFtA shall maintaia praper recc►rds on Referred Accouats ia such a manner that CLIENT may audit them during nomial business hours. NRA may audit the CLIENT boaks for the Pwposes of payment verification. NItA shall pr+avidc W the CLIENT reports selected by the CLIENT op a monthlY� 4uarter�Y� or mmual basis. AdditiottallY, rePorts s}m116e made available to the CL[ENT via NRA's intemet site program called "I�Tavigate." ii. NRA agrees that a�ry informati� provided by CLIENT wiU be u�d solely for the purpose of skip tracing aad/or caUecting the Referred Aacounts. NRA shall retain in strict co�f'idence all C;LIENT supplied infornnation aad shali use due care W preserve any and aU such materials in its possessiva, iacludiag but not liwital W, as audiaed 'm the Ff�AA guideliue.s. iii. NR.A warrmtts that it maintains praper insurance ooverage for the protection of CLIENT. An accord form sl�all be provided to the CLIENT upon re�quest iv. Far Health CQre QiQnts ontv: NRA ackaowledges that it is a$usiness Assflciate of CLIEN'T and CLI�IVT acknowledges that it is a Covered Enriry under x[P'AA. Both Partics hereta agree tv be bouad by the terms of the Bus�aess Associate Agreemeat attached hsrsta as Exbibit "A" aad incarporated herein. b. CLIENT i CLIE7VT warrants that consusners were givea priar wriuen rmdce of any collection costs that have b�a added to Refecred Accounts prior to plac�aeut �+ith NRA. ii Shauld CLIENf receive aay Payment{s) in cannection with a Referred Accouat whiie such accaunt is ref�rred W NRA far collection, CLIEN7 agrees to repart the Payment(s) to NRA withia three {3) business days of the day such Payment is received. Notwit�standing tlss FaregaiAg, ia the eveat that CLIEIVT is u�ble to comply with the three (3) business day deadline dne to CLIENT staffag or operatio�l issues, CLIENT shaU report the Payme.at�s) to NRA immediately ugon CLIENT'S resohrtion of such staffmg or operatioaal issues. CLIENT agrees that it shall act in go� faith aud with due urgency in complying with tl�is uotice requvemen� rii. Should CL[EN't' receive any beuiavPtcY notices ar any ather commuaicatians from a cansumer or third pazties in connection with a Refeaed Accouut, CLIENT agees to report such ttotice or commnnication to NRA within three (3) busiaess days of the day such u�tice is received. l�Totwithstaading the foragoing, ia the evettt tltat CLIENT is unable to comply with the three (3) busiaess day deadliae due to CLIENT stafftng ox operatianal issues, CLIENT shaii repart the aotice ta NRA immediately upoa CLIENT'S resolutian of 3 ' su�L stal�ng or aperational issues. CLIfi7VT agrees that it shall act in gaad faith and with due urgency in complying with tWs no6ce requirement iv. In order for NRA to camply with the Telephone Consumer Protecdon Act ("TCPA"}, CLIENT wazrants that upan placement af Referred Accouius, it will indicate which phane aumbers provided are cell phane numbers and whether such cell phone numbers hrere grovided to CLIENT by ths cansumer or arere obtamed tIuough other meaas, e.�., by other callectioa ageaaies or sldplacing. 5. INDEMNIFICATION a CLIEIVT, its agents, owners, aad employees, shall not be liable for aay claim,s, loss, damages, peaalties, fines, ir;}uries, or casualty of whatsoever ldnd ar by whomsoever caused, arising out af rn r�lting from NRA's actions ar inac6ons ia perfomiing uader this A,greeraent. NRA far itsel� its heirs, executors, administratars, successors and assigas hereby agrees to indems�ify and hoid CLIENT, its agents, owners, and employees, harmless from and against aay a�i ail claims, demands, liabiliti�s, fines, peaalties, damag�s, svits or actions {i�cluding all reasoaable expenses and attorney's fe�s incvrred by or imposed upaa CLIE1VTj arising from, or in any way perEairung ta ths actioas and/or inactioas ofNRA in performiag under this AgreexnenL B. IVRA, it� ageats, awuers, and employees, shaU not be liable far auy cL�ims, loss, c�mages, penalties, fi�, iajuries, or wsualty af whatscever kiad or by whomsoever c�used, azising out of or resulting from CLIEI�'1"S actious or iaactioas in pe�farming uad+er this Agreemeirt. CLIENT for itsel� its heirs, executcrs, administrators, successors and assigas hereby agrees w indemnify and t�old NRA, its ageats, owners, aad employees, harmless fiota aad against auy and all claims, demaAds, liabilities, �, Peaaities, dainaSes, svits or actiaas (iucluding all rea�onable expeases and aitarney's fees inc�ured by or imposed upon IVRA) arisiag from, or ia au�r way pertaining to the acti�s and/or inacdot�s of CLIENT ia perforrnia� uader tlus Ag�emen� Nothing contained in this Agreemeat shall be construed as a waiver of CLIENT'S soveretgn immnnity ts�nond the limits set forth ia S�. 768.28, Flurida Statutes, includiag the limits on the award of attomey's fees. CLIENT'S indemnification of IVItA shall be speciScally limited to the aasounts as set fotth ia Sec. ?68?8, Florida Statutes. Nothing contaiaed ia this Agrcement shall be coashued as CLIENT'S consent to be sued. 6. TERMINATION a Terminatian for Conveaieace i. 'This Ageement may be termiaated for convenience by eithcr Party upan r�ot less thaa thircy (30) days' prlor written notice to the other Party. ii. Upon terraination of this Ageement for convenience, NRA will continu� to grovids Setvices for I80 days (the "'T'cmunatioa Perio��. Any accouats that have active payment arrangemeuta at the conclusioa of the Termiaatiaa Period may be kept by NRA for at� additional 180 dayis fmm the date the last payment was made. iii. NRA shaU deliver to CLIENT a list of CLIEN'CS accounts upan returniag such accounts. iv NRA will remit the total amouat held ia tivst to CL�I+1T within tliirty {34) days of tertaiaatioa of this Agreement for coavenience, and retura all Referred Accouats to CLIENT urithin the tidie frame specified in secdan b(a�(iij. CLIFNT will pary all outsEanding Coma�issions due to NItA, if any, within thirty (3Q) days of the later to occur of (a) tlte date of termination, or (b) �ceipt by CL[E1VT of Referred A�couuts. b. Tenninatioa for Cause � i. In the event of discovery of a material breach ar default of the Agreement by NRA or CLIENT, the nan-breachiag Pariy shaU first make proper notice to tlse breachiag Party aad will cooperate with that Party's good faith efforts to resolve the material bre.ach or default withiu thirtY (30) days (the "Cure Period'�. If the breaching Party fails to cure during the Cure Peiiorl, the non-breachiug Party may immediately t�rminate the Agreement for cause. ii. Upaa termination of the Agreement for cause by CLIEIV'C, all Referred Accnunts shall be reuuned to CLIENI' immediately. Upoa termmation of the Agreemeat for cause by NRA, NRA shall have the option of retumiag Referred Account� immadiately to CLIEt�I'T ar within the time frame specified in s�tion 6(a�{ii). 7. CLIENT AUTHQRIZATIONS a. NR.A will credit bureau report Referred Accoimts only if CLIENT author�es such regorting on the Gredit Bureau �rtiag Authorization located at Appendix A, attached herato and iaccxporatcd herein. b. NRA will proceed with settlement offers os Referred Accaimts oaly if CLIENT has sigaed the 5ettieme,uc Authoriza6on located an Appeadix A, attached beretv and iacv�orated hereia, and has iadicated the discouut and setdemeat rat� permlued. a NRA will review Referred Accounts to determine if they are apprcpriate f� refemr! to an attorney for legal actian aniv tf CLIENT has signed the Review for L:egal Proce�is�gs AnthorizadoA located at Appendix A, attached hereto and iucorporated hereia. Upon d�ter�nination that a Re#'erred Account is appropriate for legal setioq svch account sha11 uot be refeired without CI�IEIVT'S prior express written germission 8. G'EriERAL'f�RMS a Ia the performance of tl�is Agreemeat, it is mut�Uy tmdersto4d and a� tl�at N1tA and CLIENI' are at all times acting and performing as iAdependent conpactors, and not as employees, joint venwures, or lessees, and neither purty ahaU have aay claim under this Agreement or othervvise against the other for worker's comgeasadoq uaemployment iast�rance be��ts, or any other employee beIIefits. b. This Agreement is bi�ing upon, inures to the beuefit o� and is enforceable by the Parties and their respective 1�1 representatives, assign� and successors in urter�t. Neither Pazty will assign iss rights uadsr this Agreement, except to subsidiari�s and relatai campanies, without t6e prior �xpr� writtea caasent af ttse ather Party. c. This Agreement u�ill be governed by ami constiued in accordeuoe with the Iaws of the State of Florida now in effect or hereafter enacted Veaus for aay dispute shall be in Palw Beach County. Florida. d This Agreement may only be modified in writiag with the express conseat of the Parties hereto. [THE R�EMAAVDER OF THIS PAGE INTENTIONALLY LEFT BLANK] [SIGNA'fURES APPEAR ON THE I+tEXT PAGEJ �& IN �VITNESS WHEREOF, the Parties hereto, intending to be legally bouncE, have hereunto set their hands an3 seaLs tha day and year above written. NRA GROUP, LLC dlb/u VILLAGE QF TEQUESTA, FLORIDA NATIONAL RECOVERY AGElYC�' -: _- ?��L��f�. � ��'�, ? I �, - � + , °� � � � �:� � a" ' � / �, ,; �� ,. 4�+ �/ � 9 y»� �- ri r f'7 I�'r r� Si nature � � �` �'ry� Signature �?aE,; � d �=��' r � t�74, � J��✓i��@�'"'�'� � ,, ..�..r�---"i �• ��.�� -- t" Name "G'ir,t�, Name �� `I itlav� ,�/Ll� �� '� �� t !P�—J �i ��'L"_'.�.,:'-�T �i��b°]i�.-ea.t� '� ��., '_ . _ d � � �/ .. � Al'P�TDIX A — CI.IF.i�iT AUTHORIZA'I'IONS 1. CREDI � AU REPURTING CLIENf ES OES NOTj authorize NRA to submit [teferred Accounts tQ a credit buresu��- t� after placc �,�.. , � � s� �� 2. REVIEW FOR LEGAL PROCEEDINCS ---,., CLIENT OFS/1'f 9, � S Na authorize NR,A ta review Refetred Accour�ts to deternune if they are appropriate for reFerral to an a ep-for legal acdoa. Upoa authorizaticm antl determination that a Referred Accatmt is agpropriate for legal actiatt, such accouat shall nat be refeaed without CLiE1VT's orior exoress written permission. CLIEIVT agrees ta pay atl court costs and filing fees ia advaace. � �� i si�� nac� �. s��rrr,��iwrs -,.., CLIENT OES 'OE.S NO authorize NRA to offer settiemeats in accardaace witb the pe�eentages listed below withaut suv nn a�uroval from CLIENT. DISCUUNT: °lo SL�'T"I'LEMENT RATE• °!o t �. �, � t signanue Datc 6 NRA Group, LLC, d/b/a December 12, 2013 National Recovery Agency Collections Services Agreement ADDENDUM Public Records: In accordance with Sec. 119.0701, Florzda Statutes, the Contractor must keep and maintai.n 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 accorda.nce with access and cost requirements of Chapter 119, Florida Statutes. Further, the Contractor sha11 ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described. in the 5cope of Services aze not disclosed except as authorized by law. Finally, the Contractor shall retain the records described in this pazagraph throughout the performance of the work described in the Scope of Services, and at the conclu.sion of said work, transfer to the Village, at no cost to the Village, a.11 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. � Business Associate A�r�em�rt This Busines�s Associate Agreement (the '°Agr�emeni"} is effective as of /l�t� Jem hry � 1.-"'�. , 20 -��- (the "Effective Date°), by and amang NRA Group, LLC d/b/a National Recovery Agency (hereinafter referred to as " Busine,ss As.sociate" or " BA'� and the V�lage af Tequesta, Florida (hereinafter referred to as "Covered Entity" ar "CE�. The Business Assaciate and i3�e Covered Entlty is at. times referred ta in this Agreement individuaTiy as a "Part}�' and collectively as the "Parfiies." This Agreement supersede.s any previaus Business Assaciate Agreement befiw►een ttie parties hereta. Reci A. Covered Entity is subject to the administraiive Simplification Requirements of the Health I*�-�*ance Portability and Accountabili#.y Act of �gg6 ("HIPA�i'� and its promulgated regulations thereunder ("HIPAA Regula�ians'� including ths Standards for P'rivacy of individually Identifiable Health Information and Se�urity Standards, 4� C.F.R Parts i6o, i62, and i64, as well as the He.alth Information Technolagy for Economic and Clinical Health Act ("HITECH'� which is gart of the American Recovery and Reinvestment Act of aoag {callectively, the "Regulations"). B. The parties have enter�d into an Agreement dated AJtlt JPm �� r � 3�(3 �3 (the "Services Agreement"} under which Business Associate receivPS, transmits, has access to, or creates Protected Heaith Information in order ta provide the services required under the Services Agreement C. The Regu�lations require Covered Etttity ta enter inta a cantract wltti Busin� Associate to provide far certain protc�tians for the privacy and security af Protected Health Informativn and such Regulations pmlu'bit the disclosur� or use of Frotect� Health Information by Busin� �ciate if such a contract is not in place. NOW THEREFORE, in consideral3on of the foregoing, e,ach intending to be legaliy bound, the parties to this Agreement agree as follows: AGP!�EMIIVT Ittca�aration of Recitals. The RecitaLs set farth ahove are incorporated by reference into this Agreement and made a part thereof as if set forth in their entirety. Dei�itians. A. Business Associate. "Business Associate" shall generally have the same meaning as the term "business a�sociate" at 4� C.F.R § i6o.io3, and in reference to the pariy of this Agreement, shall me�an NRA Grc�up, LLC d/b/a National RecoveryAgency. . B. Covered Entitv. "Cflvered Enti#y" shall generally have the same meaning as the term "covere.d entity" at 4� C.F.R § i6a.io3, and in reference to the p�arh► to this agreement, shall mean the V'illage of Te�u�;ta, Florida. NR�! Gmup, LLC Re�ised 08,,"i1113 C. 'rotected Health Infa�nation. "Protected Health Infotmation" or "PHI" means any infarmatian, whetber oral ar recorded in any farm or medium, that relat� to the past, present or future physical ar mental condition of any individual; the provisian of health cara ta an individual; or the past, present or future payment of the provision af health care ta an individual; and ideutifies the individual, or with r�.sge�t to which there is a reasonable basis ta beiieve the informatian can. be used ta identify the individual. This inelud� "Elecironic Protected Health Infornuation" ar "EPHI." D. Catch-all Definition. The failowiag terms used in this Agreement shall have the same mPa� as th�e tertns in the FIIPAA Rules: Breach, Data Aggregaiion, Designated R�rd Set, Disclosur�, Electronic Media, Health Care Operaiions, Individual, Individually Identifiable Heaith Informatian, Minimum N�aiy, Natice of Privacy Practices, Required by Law, Secretazy, Subcontractor, Security Inddent, Unseeured Protected Health Inforrnation, and Use. Permitted Uses and ,' osnres of PHI A Business A�aciate may anly use or disclose protect�l he�alth infox7nation as necessary to perfoTTn the �rv�ces set forth in the Servic� Agreement ar as otherwise authorized by Cflveral Entity, provided that such Use and Disclosure would be permitted under state and fecleral confidentialitq laws if done by Covex�ed En.tity. All other Uses attd . Disclosures not authorized by this �ment are pro}ubited without obtaining written authorization from Co�vered Eniity. B. Business A�aciate may use ar disclose PHi as required by law. C. Business Assaciats agrees to make Uses and Disclosures and requests for PHI consistent with Covered Enfity's minimutn necessary palicie.s 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 i6q. if done by Covered Entity except for the sgecific uses and disclosures se�t forth below. E. Susiness Associate may discic�se PHI for the proger management aud administration of Busine�.s Associate or ta carry ant the legal respons�bilities of the Business Associate, provided that disclosures are r�uired by law, or Business �ciate obtains r�asonable assurances from the gErson to whom the informatiaa is disclosed that the informatian will remain confidentiai and use or fvrther disclosed anly as required by law ar far the pt� for which it was dis�loseci to the person, and the person notifies Business Associate of any instanees af which it is aware in which the confidentiality of i�e infarmation has breachecl. Obligations and Aetivi#ies of Susiness Associate. A. Coa�pliance with the Law: Busin� As.sociate shall campiy vvith the pravisions of the Security Ruie set forth in 4� C.F.R §§ i64.3o8, i64-31a 164.314, and i64.3i6 1YRA Gmup. LLC Ret�Ised 08�?�13 with respect to any PHI received fram or made available from Covered Entifiy or created by Busines,s A�sociate on behalf of Cavered Entity. Further, to the extent Busine�s .Associate carri� out Cflvered Enizi.y's obligations under the Privac�r Rule imder the Regulations, Busine�s Assaciate shall comply with the pmvisions of the Privacy Rule that apply to Covered Enfiity in the performance of such obligatians. B. Limits on Use and Further Disclasure. Busin� Associate hereby agrees that the PFiI received fi om or made av�able fram Cc►vered Entity or created by Business Associate +on behaIf of C.flvered 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, Business Associate and Covered Entity agree that fhe services provided by . Business Associate to the Covered Entity w�l indude "data aggregation" services, as that term is defined in HIPAA and that Busines�s A�iate may aggregate the PHI with similar information that it obtains from its other sub�cr�ing fac�ities with na otber con�nt than the authorization provided in this sectian and Business Assodate's agreements with its other subscn'bing fac�itie.s. Busin�s Associate may use and disdose PHI far research purposes reiated to the medic�l r�hab�itation field in accordance with . 4� C.F.R §§ 164.�i2{i}, �64.�.4{e� and �bq..�s4(a}-{c}. C. Retiorling Non Use ar Discl�ures of PHI. Busines.s Associate shall, as soan as praciic�l and without unreasonable delay report to the Privacy Officer of Covered � Entity, in writing, any use aad/or dis�losure of PHI that is not permitted ar required by this Agreement of which Business Associate becomes awar�, but in no c�se later than 3a calendar days after Busines� Associate becomes aware of the tton-permitted use and/or disclosure. The B�.siness Associate report shall identdy: {i} the nature of the non- permitteci use or disd�ure, (n) the PHI used or disclased, {iii) wha made the non- permitted use or received the unanthorized disclosure, and {iv) what correcfive activn Business Associate has taken or shall take to pr�vent future sim�ar unauthorized use or cliscic�sure. D. Relmr#in�cwritv Incidents. Business A�sociate shaIl report to Cavered Entity any suc�essful Securi�.y Inadent of which �t i�omes aware as may he required bY 45 C.F.k. § 1 �4-3i4{a)t2) �sing the �tne procedures as set forth in Faragraph C. above. Busin�s .�ssociate shall be obligated to report to Covered Entity any successful5e�urity Ittcident of which it becomes aware, prnvided, however, that with respect to any attempted unauthorized a�, use, dis�closure, modificatian, or de�hruciaon of informatian or interference with system aperations in an informaiiou system affecting EPHI, such report to Covered Entity w�i l�e made aw�able ugon request. E. P�vnropriate Safegua�rds. Busin�.ss Associate shaIl use aPP�Priate safeguards, and comply with Subpart C of 4� C.F.R § i64 with respect ta electronic PHI, to prevent use ar disclosure of PHI other than as provided fflr by the Agreement F. Subcontractors and Ag�nts. Itt accordanc� with 4$ C.F.R §§ i64.�o2{e}{1}(ii} and i�+4-3o${b)�2}, if applicable, ensure that ariy subcontractors that create, rec�ive, NR.� GrouP, �C Ret�ised 08e'2�13 maintain, or firansmit PHI on iaehalf of Business Associate agree to the same restrictions, canditio�s, and requirements that apply to the Business Associate with respect to such information. G. Availabili#v of Internal Practi�. Books and Records. Business Associate shaIl make available ail records, books, agreements, policies and procedures relating t4 the use and/or diselasure of PHI received from the Cavered En.tity to the Covered Entity as n�essary to sa�asfy Covered Entity's obligations under 4� C.F.R § x64.524. Business As�date agrees ta make its internal practices, �c+ks, and records ava�able to the Secretary for purposes of determining comp]ianc� yvith the HIPAA Rules. H. Right of Aceess to PHL Busin� Associate agrees to make ava�able to an individual who �is the subject of the PHI, the right to access and cr�py that indiv�dual's PHI, at the request of the individual in the time and manner designated by Cover� Ent�.y. This right of a� shaIl conform and meet all of the requirements of the HIPAA Regulations. L Ameadment Business Associate agr� to many any amendment{s} to PHI in a designated record set as directed or agreed to by the Covere.d Entity pursuant to 4� C.F.R § i64.�26, or take other measures as necess�y to satisfy Covered Entity's vbligations utider 4� C.F.R § �64.�26. J. Accounting of Disclosures. Business Associate agrees to maintain and make available the information re.quired to pmvide an accaunting of disclosures to the Covered Enfi.ty as necessary to satisfy Covered Entity's obligatians under 4$ C.F.R § i6q.,28. Breach Not�ficatians. A. In confarmance with 45 C.F.R § �64.4io{c){a}, Business Assaciate shall, following ths disewery of a breach of Unse.cured PHI, notify Covered Entity of such breach withaut unreasonable delay and in no c�se later than ten (io� b�sin� days after discovery of a breach. The notification shaU include, to the eactent poss�ble, the following inforniation: i. The idsntification of each individual whvse Unsecured PHI has been, or is reasanably believed by the Business Assoc£ate ta have been, accessed, acquired, use,ci or c�iscllo�ed duriag the bre�ach; 2. Abrief description of what happened, induding the date of the breach and the date of the discroveiy of the breach, if �own; 3. A descripdon of the types of Uns�ured PHI that were involved in the br�ach {such as fiil1 name, Sacial Securi�ty number, date of birth, home address, account numl�x', diagnasis, disability code, and other types of i.nformation invalved); and 4. Such other infarmativn that Covered Entity is requirecl to include in notification ta the individual under 4� C.F.R §i6q..4oq.(c} at the time of the aotification r�quired by tlus Section �(b} or pmmptly thereafter as informahon �comes available. B. Re�uired Notices. In the event of a breach of PHI by Business Associate or any emgloyee ar agent of Business Associate, t�r a breach of PHI that is created, received, mai.ntained, 1VRrI Group, LLC Revised U8�s�013 ar iransmitted by Business ,Associate an behalf of Covered Entity, Covered Entity shaU provide the notices of br�ach that are requir� by 45 C.F.R § i64.q.o� and 4, C.F R§ �G4.4o6 to individuals and to the media, if inedia notice is required. The notices must be provided without unreasanable delay but in na case later than go days after discovery af a breach. C. Natice to 5ecretary. Covered Enti#y shall provide notice to the S�xetary as required by 4� C.F.R § i64.��8. Ubligations snd Aclivities of Cavex�ed En 't�„ty„ A. Changes in fihe Notice of Privacy Pracfic�, Caverecl Entity agtees to inform Business Associate of any ehange.s in tite form of Notice af Privacy Practices that Covered Enti#y provide.s to individuals p��a++t to HIPAA and provide the Busines.s Associate a copy of the Notice currenfity in use. B, Nalification of �hanges in Authorizatioa. Covere.cl En#ity agrees to inform Busine�.s Associate of a�► changes in, or withdraww�l of, the authortzation providecl to Cavered Entity by inclividuals whose PHI may iie used andJor disclosed by Business Associate under this Agreement This Notice sha11 be provided without unreasonably delay, in writing, and na later than ten (ia) days after Covered Eniaty is notified. C. Notific�tion af Restriciaons. Covered Entity agrees to notify Business Associafie of any restriction on the use or disclosure of PHI that Cover�d Enlify has agre�d to or is required to abide by under 4� C.F.R § ib4.$22, to the �xtent that such r�trIction may affect Business Associate's use or disclosure of PHI. D. Permissib le ec n�ts. Covered Entify shall not request Busines.s �1sso�iate to use or discicyse PHI in auy manner that would not be permissible under the Regtilatians if done by the Covered En#ity. Term and Termination. A Tec The Term of this Agreement shall be effective as of the date of this Agreement above, and shall terminate an or on the date Covered Entity terminates for cause as authorized in paragraph B of this $ectiou, wluchever is sooner. B. �e�ninatian for Cause. In addition to and notvvithstanding the teraminat�on provisions se�t €orth in the Services Agreement, bath this Agreement and the Service.s Agreemettt may be terminated by Covere.d Entity immediately upon written notice ta Busiaess Associate if Business Associate has breached a material prrnrision of this Agreement Alternatively, Cavered Enti#y may cho�e to: (i} provide the Business Assor.iate with ten {�o) days' written notice af the egiistence of an aDeged material breach; and (ii} afford the Business Associate an opporMznity to cur� said alleged material breach subje�t ta the satisfaction of Covered Entity, in its sole discre�ion. Fa�ure to cure ia the manaer set farth itt this paragraph is grounds for the imme�iiate termina#ion by Covered Enti#y of this Agreement and the Services Agreement NR:4 Group, LLC Rei�ised 08l2013 C. �bligations of Business Assaciate Upon Termiaation. Upon termination af this Agreement for any reascrn, Business .�s�ciate, with r�pect ta PHI receivai fram Covered Entity, or created, maintained, or received try Busine�s Associate on behalf of Covered Entity shall: i. Retain only that PHI which is necessary for Bvsine�ss Associate to continae its grop�r management and administration or to caizy out its legal responsibilities; 2. Retcirn to Cover�d Entity or desiroy the remaining PHI that the Business Associate still maitttains in atry form; 3. Continue to use agpropriate safeguards and comply with Part C uf ¢5 C.F.R § ifi4 with respect to el�tronic PHI, other than as provid� for in this Section, for as long as Business Ass�ciate retains the PHI; 4. Not use or disclose PHI retained by Bvsiness Associate other than for the purposes for which such PHI was r�tained attd subject to the s�ame conditions set out in Obligations and Activities o€ Busittess A�sociate which applied prior to termination; and 5. Return to Covered Entity or destroy the PHI retained by gusiness Associate when it is no longer needed by Business Associate for its pr�per management and administration or to carry out its legal responsibilities. D. uiviva The obligations of the Business A�ate under this Seciion shall survive the terminatian of this Agreement Miscellaneous P'r+uvisions. A Acknowledgment of Penalties. Business Associate acknowledges that under the HITECH Act, in the event that Bnsiness Associate does not camply with the requirements of xhis Agreement, criminal and civ� penalties may be imposed by the Department of Health and Human Service,s in the same manner that such penalties apply to Covered Eniity. B. Indemnific;ation. Each party agrees ta indemnify and hald harmle�s each ather and each ather's re��ve emplayees, directors, offi�ers, subcontractors, agents or other members of i�ts workforce, each of the foregoing hereinafter referred to as "indemn�ed P�h'. against all aMual and direet losses suffered by tl�e indemnified garty and all liability ta third parties arising from or in connection with any breach of this Agre�raent or from any negligence or wrongful acts or omissians, inclading fa�ure to perform its obligat�ons under the Reg�laiions, by the indemnifying party or its employees, directors, officers, subcantractars, agents or other members af its workforce. This Se�tion shaU survive the expiratian or termination of this Agreement for any reason. � containe� in tHia tlar�mAn ,t hall c�nch,+� � ��a�n�r af h �mreu niitda ien immunitv bev�nd the limits cPt fo h in SAr � s� st Florida Statirr� incl� ine hP limi a on th a�;*�rd of attornerr's fe�. Th�� rere� Fntitv'a indemnificafien of BL!+in�s A, iatP h 11 cnarifie�lb limit� }� h am mt� �s �� fo h 4n S�r._ �fiR 8. F'lnrida 4tai„ Pc_ RTO hing cantaine.' in hiG f.1'�menf C�+�+n 1 -,� canctrned as Govered Entiiv's conaPn n be a„ec]- NRt1 Group, LLC Revised 0&"2013 C. Regulatory Refer�nces. A reference in this Agreement to a sectton in the HIP.A�i Rules means the section as in effect or as amended � D. ,Amendment The Parties agree ta take such ac#ion as is nece.ssary to asnend this Agreement fram time to time as is neeessary for compliance wlth the requirements of the HIPA�i Rules and aay other applicable law. E. Intergretation. Any amb�guity in tbis Agreement shaIl be interpreted fio permit complianee with the HIPAA Rules. F. Relaizons ' to e'ce A ee en� In the event that a grovision af this Agreement is contrary to a provision of the Services Agreement, the provision of this Agreement shall control. Othen+vise, this Agreemeat shall be construed under and in accordance vvi�th the ter�ms of the Service Agreement G. ever ili . Auy terms or provisians of this Agreement which w�l prave to be invalid, void or illegal wiU in no way effe�t, impair or invalidate any other term or pr�rvision herein and such remaining terms and provisions wiIl remain in full force and effect H. p+Iodification. This Agreement may not be amended, modified, 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 Entily agree that their relaiionship under this Agreement shall be that of Independent Contractors and neither Covered Entity nor Business Associate shall be an agent, employee, gartaer or other legal representative of the other for any reasan pursuant ta this Agreement Nt�t! Group. LLC Revised 0&'?013 IN WITNESS WHEREOF, each of the undersign� have causal. this Agresment to 1� duly executed as of #he date here�n set forth. �,�.,r'� tsN`�'� �-+- C a. � �" � � � 9 i} ��"` �C1"�V^t�� [ t��✓'� a !'f � � Caver� Entety Busin�ss Associate � By: -- - . N��• �"lic�t�� u`�. ; � Name: ��,�,t��,��.�'lv�"" Zitle: �� Q E. Title�''�.r�dr r vS.�a.f,f_S �e,�a,�r�.4 �i" Date: �.� � 2�t Date: �� ,�Z d l� NRA Group, LLC Revised f181�t?I3 NRA Group, LLC, d/b/a December 12, 2013 National Recovery Agency Business Associate 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 sha11 ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the 5cope of Services are not disclosed except as authorized by law. Finally, the Contractor shall retai.n 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 duplica.tes 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.