HomeMy WebLinkAboutContracts & Agreements_159-2020EMS BILLING SERVICES AGREEMENT
This EMS Billing Services Agreement (' Agreement") is made as of the date shown below and between the following parties:
E&F Recovery, LLC City of Redlands Fire Department
P.O, Box 590 PO Box 3005
Gig Harbor, WA 98335 Redlands, CA 92373
("EFR") (the 'Customer")
Effective Date: July 21, 2020
and is subject to EFR's Privacy Policy that can be found by visiting https://www.efrecovery.com/privacy.
IN CONSIDERATION of the mutual covenants and promises contained herein, the parties agree as follows:
1. SERVICES. Customer retains EFR as its billing contractor to handle the billings for the costs and charges of
ambulance/emergency medical services performed by Customer. EFR shall bill the recipient of such services or any
responsible party, including insurers, in accordance with the terms of this Agreement. A description of the services
provided by EFR is set forth in the attached Exhibit A, which is incorporated by this reference. No change to the
scope of services shall be effective unless agreed to by the parties in writing.
2. COMPENSATION TO EFR. Customer shall pay EFR, on a monthly basis, a fee for EFR's services as set forth in
the attached Exhibit A ("Services"). No change to the terms of compensation shall be effective unless agreed to by
the parties in writing.
3. TERMS OF PAYMENT. Within 10 days after the end of each month, EFR shall send a statement setting forth in
reasonable detail the total amount billed and collected from all responsible parties for the prior month's transports.
An Invoice for the billing services performed will be included and is DUE NET 30 DAYS. EFR will deposit all
collected EMS funds into an agreed upon bank account established and maintained by Customer. EFR shall not be
responsible for the payment of any billings that a responsible party/entity denies or refuses to pay. Customer's
obligations hereunder are absolute and unconditional and not subject to set-off, delay, counterclaim, or termination of
performance. Customer shall notify EFR of any disputed billings within fourteen (14) days of receipt, but such
dispute shall not serve as a basis for withholding of any sums due under this Agreement.
4. TERM OF AGREEMENT. The term of this Agreement shall commence on the date set forth above and shall continue
until the first anniversary of such date (the 'Initial Term"), unless it is sooner terminated for cause pursuant to Section
5 of this Agreement. The client shall have the option to extend the Initial Tenn of this Agreement by two (2) additional
one-year terms (each, an 'Extended Tenn"), on the same terms and conditions, by providing written notice to EFR at
least thirty (30) days prior to the expiration of the Initial Term or any Extended Tenn. While this Agreement is in effect,
Customer shall not retain any individual or entity other than EFR to perform the Services.
5. TERMINATION. Except as otherwise set forth in this Altreement either party may terminate this Agreement if the
other party materially breaches this Agreement and does not cure such material breach within thirty (30) days after
receiving written notice thereof from the non -breaching party PROVIDED, HOWEVER, that such notice shall
describe the claimed breach in reasonable detail and afford the breaching party an opportunity to cure the default
prior to the expiration of such 30 day period. EFR may suspend the Services (or any portion thereof) upon notice to
Customer in the ease of any breach or threatened breach by Customer. In addition to such termination right, the non -
breaching party shall have all rights and remedies available for such breach under applicable law/equity.
6. OBLIGATIONS UPON TERMINATION. Upon termination or expiration of this Agreement for any reason, the
following provisions shall apply
6.1 Termination of Services and Obligations. Neither party shall be under any further obligation or liability
under this Agreement to the other from and after the date of termination, except as specifically set forth in this
Section. Furthermore, EFR will terminate all Services.
6.2 Obligation to Satisfy Payment of Fees. Customer understands and expressly acknowledges that termination
of this Agreement prior to the expiration of the Initial Term or the Renewal Term for any reason does not
rev 01
suspend, discontinue, diminish, or in any way alter its continuing obligation to timely satisfy all invoices
reflecting Fees due to EFR through the final date of the Initial Tenn or Renewal Term and that such Fees will
be immediately due and payable
6.3 Copies of Data. Upon payment of all such Fees, and upon the request of Customer, EFR will provide
Customer with a single copy of all Customer's content on EFR's system as of the effective date of expiration
or termination in PDF format, Copies of data in non -PDF fonnat will be made available upon the request by
Customer at EFR's then -current rates.
6.4 Return of Confidential Information. Customer agrees to deliver or return to EFR, at EFR's request at any
time or upon termination of this Agreement or as soon thereafter as possible, all documents, computer tapes
and disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof)
furnished by EFR or prepared by EFR in the course of this Agreement and all other Confidential Information
in Customer's possession. If, for any reason, such document, material, database, equipment, or software
cannot be returned, Customer will destroy all the Confidential Information belonging to EFR and delete such
Confidential Information from any memory devices, then confirm to EFR, in writing, that said Confidential
Information has been destroyed. Customer will not be permitted to continue using the Confidential
Information in any way after the Termination Date.
6.5 Return of Equipment. All Hardware, if any, provided by EFR is and shall remain the property of EFR and
will be returned in like new condition except for normal wear and tear upon termination of this agreement.
6.6 Survival Provisions. The provisions of Section 9 Confidential Information, Section 11 Force Majeure,
Section 12 Warranty Disclaimer, Section 13 Limitation of Liability, Section 14 Indemnification and Section
15 General Provisions shall survive the expiration or termination of this Agreement.
7 DATA & REPORTING. Customer will make available to EFR, for tine in performance of services under this
Agreement, all available reports, studies or any other materials in its possession that Customer deems of use to EFR,
All materials furnished by Customer will not be disclosed to any party, other than as required under the scope of the
Agreement, without Customer's prior written approval. EFR shall provide Customer with status reports as set forth in
Exhibit A' and other reports as mutually agreed.
8. INDEPENDENT CONTRACTOR.
8.1 Status. EFR is and shall at all times remain an independent contractor of Customer.
8.2 Employees. EFR shall retain full control over the employment, direction, compensation and discharge of all
persons employed by or assisting in the performance of service by EFR. EFR shall be fully responsible for all
matters relating to payment of employees, including compliance with Social Security, withholding tax and all
other laws and regulations governing such matters. EFR shall be responsible for its own acts and those of its
agents and employees during the term of this Agreement.
8.3 Binding of Customer EFR shall not incur or have the power to incur any debt, obligation or liability for or
on behalf of Customer, or bind Customer in any manner, except as to matters specifically delegated in writing
by Customer,
8.4 Claims. Customer shall have no claim to the software, computer programs, other technology and/or work
product developed/used by EFR in its performance of this Agreement. It is understood and agreed that
Customer may use EFR proprietary software programs in providing the services set forth in this Agreement.
Customer agrees that it shall not acquire any proprietary rights to such programs by virtue of this Agreement.
8.5 Benefits. Unless otherwise expressly authorized by Customer, EFR will not participate in or receive any of
the benefits which Customer extends to its employees, including, without limitation, vacation pay, sick leave
and medical insurance. EFR agrees to waive all claims to such benefits.
8.6 Taxes, Ete. EFR will be solely responsible for payment of all income taxes, self-employment taxes and other
items due with respect to EFR's income hereunder. Except as provided otherwise in Exhibit A, EFR will be
responsible for payment of any sums due to any persons hired by EFR to assist in the performance of the
Services,
EMS Billing Agreement Page 2 rev 02
9. CONFIDENTIAL INFORMATION
9.1 Disclosure of Confidential Information. Each party (the 'Disclosing Party") may from time to time
disclose to the other party (the 'Recipient") certain information regarding the business of the Disclosing Party
and its suppliers, including technical, marketing, financial, employee, planning, and other confidential or
proprietary information that is marked or identified as confidential, or disclosed under circumstances that
would lead a reasonable person to believe such information is confidential ("Confidential Information"). The
Recipient will not use any Confidential Information of the Disclosing Party for any 'purpose not expressly
permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to
the employees or contractors of the Recipient who have a need to know such Confidential Information for
purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Recipient's
duty hereunder. The Recipient will protect the Disclosing Party's Confidential Information from unauthorized
use, access, or disclosure in the same manner as the Recipient protects its own confidential or proprietary
information of a similar nature and with no less than reasonable care. The Recipient will comply with any
applicable state law, including the Public Records Act.
9.2 EFR Confidential Information. The business practices including, but not limited to, financial information,
staffing patterns, HIPAA protected information, business relationships, the Services and System, including
without limitation any routines, subroutines, directories, tools, programs, or any other technology included
therein, and all other business practices shall be considered EFR's Confidential Information.
9.3 Customer Confidential Information. The business practices such as financial information, staffing
patterns, client numbers, call center operations, IIIPAA protected information, transport volumes, business
relationships and all other business practices shall be considered Customer's Confidential Information.
9.4 Exceptions. The Recipient's obligations under this Section with respect to any Confidential Information of
the Disclosing Party will terminate if such information: (a) was already known to the Recipient at the time of
disclosure by the Disclosing Party; (b) was disclosed to the Recipient by a third party who had the right to
make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Recipient has
become, generally available to the public; or (d)'was independently developed by the Recipient without
access to, or use of, the Disclosing Party's Confidential Information. In addition, the Recipient will be
allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i)
approved in writing by the Disclosing Party; (ii) necessary for the Recipient to enforce its rights under this
Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar
judicial or administrative body provided that the Recipient notifies the Disclosing Party of such required
disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party's request
and expense, in any lawful action to contest or limit the scope of such required disclosure.
93 Authority to Disclose Confidential Information. In making any disclosure to EFR of private patient
information, you will comply with all applicable state and federal law regarding protected health care
information. In making any disclosure to you of private patient information, EFR will comply with all
applicable state and federal law regarding protected health care information as agreed to by way of a
separately executed Business Associates Agreement (BAA) the form of which is attached hereto for reference
as Exhibit A.
10. NOTICES. Either party may notice the other by means of (a) electronic maul to the e-mail address on record, or (b)
by written communication sent by nationally recognized overnight delivery service or fust class mail to the address
shown below, or (c) by letter sent by confirmed facsimile to EFR at the fax number shown below. Such notice shall
be deemed to have been given upon the expiration of forty-eight (48) hours after mailing Cr posting (if sent by first
class mail or pre -paid post) or twelve (12) hours after sending (if sent by email or fax). Notices will not be effective
unless sent in accordance with the above requirements.
EMS Billing Agreement Page 3 rev 02
Notices to EFR: Notices to Customer:
E&F Recovery, LLC
P.O. Box 590
Gig Harbor, WA 98335
Fax: (253) 853-1340
City of Redlands Fire Department
PO Box 3005
Redlands, CA 92373
11. FORCE MAJEURE. Except for the obligation to pay for the Services, neither party shall be liable for delays in its
performance, or failures to perform, hereunder due to strikes, riots, war, fire, acts of God, labor disputes, delays
caused by the other party, weather, inability to secure labor or materials, revocation, suspension, denial or
modifications of any necessary permit, license or approval or other matters beyond the reasonable control of the
affected party as long as such party is taking steps to resume performance.
12. WARRANTY DISCLAIMER. EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN
AGREEMENTS SIGNED BY THE PARTIES, THE SERVICES ARE PROVIDED AS -IS' AND NEITHER WE
NOR ANY OF OUR RESPECTIVE LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH
RESPECT TO THE SERVICES. EFR AND THEIR RESPECTIVE LICENSORS SPECIFICALLY DISCLAIM, TO
THE FUJI PST EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED,
RELATING TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY COMPLETENESS, TIMELINESS, CORRECTNESS, NON -INFRINGEMENT OR
FITNESS FOR ANY PARTICULAR PURPOSE. EFR AND THEIR LICENSORS DO NOT REPRESENT OR
WARRANT THAT THE SERVICES: (A) WILL BE SECURE, TIMELY UNINTERRUPTED OR ERROR -FREE
OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B)
WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (C) WILL BE FREE OF VIRUSES OR
OTHER HARMFUL COMPONENTS. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS
AGREEMENT IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW THEN
ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY
APPLICABLE LAW SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG
AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO
CUSTOMER.
13. LIMITATION OF LIABILITY IN NO EVENT SHALL EFR AND/OR THEIR LICENSORS BE LIABLE TO
ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY INCIDENTAL, CONSEQUENTIAL OR
OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, COSTS, DAMAGES, AND
CLAIMS ARISING OUT OF OR RELATED TO DATA SECURITY INCIDENT(S), LOSS OF REVENUE,
PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THE
SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY
INTERRUPTION, INACCURACY ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF EIiR OR
THEIR LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN
NO EVENT WILL EFR'S AGGREGATE LIABILITY RELATED TO THIS AGREEMENT EXCEED THE
AMOUNTS ACTUALLY PAID TO EFR BY CUSTOMER IN THE 12 MONTH PERIOD IMMEDIATELY
PRECEDING THE DATE THE CLAIM AROSE.
14. INDEMNIFICATION.
14.1 BY EFR TO CUSTOMER. EFR agrees to defend and hold Customer, its officers, directors, shareholders,
employees and agents harmless from any and all losses, costs, expenses (including reasonable attorney fees),
causes of action, causes of suit, claims, demands, damages, awards and other liabilities which any such
indemnitee may incur or which may be asserted against it as a result of EFR's collections activity under this
agreement; provided, however, that Customer warrants and guarantees that the information famished to EFR
is accurate and complies with all state and federal laws.
14.2 BY EFR TO CUSTOMER. Customer agrees defend and hold EFR, its officers, directors, shareholders,
employees and agents harmless from any and all losses, costs, expenses (including reasonable attorney fees),
causes of action, causes of suit, claims, demands, damages, awards and other liabilities which any such
indemnitee may incur or which may be asserted against it related to all claims submitted to EFR, the accuracy
of the information furnished to EFR and the use of the Software, provided, however, that EFR warrants and
EMS Billing Agreement Page 4 rev 02
guarantees that the billing services provided on behalf of Customer comply with industry -standard best
practices and comply with all state and federal laws.
15. GENERAL PROVISIONS.
15.1 Governing Law and Jurisdiction. This Agreement shall be construed under the laws of the State of
Washington, without regard to its principles of conflicts of law. In the event any litigation arises out of this
Agreement, the parties agree that such case shall be heard exclusively in the federal and state courts in Pierce
County, Washington. Customer waives an objection on the basis of inconvenient forum or otherwise.
15.2 Relationship. This Agreement does not make either party the employee, Ilanchisee, agent or legal
representative of the other for any purpose whatsoever. Neither party is granted any right or authority to
assume or to create any obligation or responsibility, express or implied, an behalf of or in the name of the
other party. In fulfilling its obligations pursuant to this Agreement each party shall be acting as an
independent contractor.
15.3 Entire Agreement. This Agreement, along with the Exhibits attached and incorporated in this Agreement,
constitutes the final, complete, and exclusive understanding between the parties, and replaces and supersedes
all previous oral or written agreements, understandings, or arrangements between the parties with respect to
the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing
signed by an authorized representative of each party to this Agreement.
15.4 Amendment. This Agreement shall not be deemed or construed to be modified, amended, rescinded,
cancelled or waived, in whole or in part, except by written amendment signed by an authorized representative
of each party to this agreement party hereto.
15.5 Assignment of Agreement. Customer shall not assign or otherwise transfer any of its rights or obligations
under this Agreement without the prior written consent of EFR. Any prohibited assignment shall be null and
void. EFR may transfer its rights and obligations hereunder to any company or other legal entity that is
controlled by, controls or is under common control with EFR. EFR may retain subcontractors to perform the
Semites.
15.6 Severability. In the event that any of the terms of this Agreement are in conflict with any applicable rule of
law or statutory provision or otherwise unenforceable under applicable laws or regulations of any government
or subdivision thereof, such terms shall be deemed stricken from this Agreement, but such invalidity or
unenforceability shall not invalidate any of the other terms of this Agreement and this Agreement shall
continue in force, unless the invalidity or unenforceability of any such provisions hereof does substantial
violence to, or where the invalid or unenforceable provisions comprise an integral part of, or are otherwise
inseparable flow, the remainder of this Agreement.
15.7 Counterparts. This Agreement shall be executed in two or more counterparts, and each such counterpart
shall be deemed an original hereof. Any translation of this Agreement into any other language shall be for
convenience purposes only and shall not be binding on any party
15.8 Delay or Omission Not Waiver No delay or failure by either party to take any action or assert any right
hereunder shall be deemed to be a waiver of such right in the event of the continuation or repetition of the
circumstances giving rise to such right.
15.9 United Nations Convention of Contracts. The application the United Nations Convention of Contracts for
the International Sale of Goods is expressly excluded.
15.10 Controlling Language. This Agreement is written in English (US), and English (US) is its controlling
language.
15.11 Capitalized Terms. Capitalized terms used in this Agreement will have the meanings given to them in this
Agreement. Any capitalized terms not defined in this Agreement will have their plain English (US) meanings.
15.12 Waiver of Breach. The waiver of a breach of any provision of this Agreement will not operate or be
interpreted as a waiver of any other or subsequent breach.
EMS Billing Agreement Page 5 rev 02
15.13 No Third Party Beneficiaries. No entities not a party to this Agreement shall be deemed third party
beneficiaries hereunder.
15.14 Binding Effect. The signatories to this Agreement each represent that each has the Authority to bind such
party to the terms and conditions set forth herein. This Agreement shall inure to the benefit of and shall be
binding on the successors and permitted assigns of the parties.
15.15 Construction. This Agreement shall not be construed for or against any Party, regardless of its drafter.
15.16 Headings. Beadings in this Agreement are for convenience only and shall not be used to interpret or
construe the provisions.
THIS AGREEMENT is executed as of the day and year first above written.
E&F RECOVERY, LLC
Signature
Name
Title
Date
atAyin
Doug Wright
CEO
CUSTOMER
Signature
Name
Title
Date
ATTEST
?AUL v1. FOSTER___
1 21 2-0 2-0
e Donaldson, City Clerk
EMS Billing Agreement Page 6 rev 02
EXHIBIT A
DESCRIPTION OF THE AGENCY'S SERVICES, BILLING OPTIONS AND FEES
SERVICES
1. Provide billing and accounts receivable management services to Customer.
2. Ensure that all required documentation and agreements with payors (e.g. Medicare, Medicaid, Private Insurance, etc.)
are filed and maintained and that Customer is kept apprised of important changes to industry regulations.
3. Ensure knowledge of different industry insurance plans and will ensure that every billable claim is pursued.
4. Provide reasonably necessary training periodically, as requested by Customer, to Customer's EMS and/or paramedics
personnel regarding the gathering of the necessary information and proper completion of PCRs/MIRs. If travel is
required to conduct training a separate bill will be sent to Customer for travel expenses.
5. Provide a designated billing agent dedicated to Customer's account who will review all bills/claims prior to
submission to responsibility party/parties and who will complete monthly reports, state reports, answer questions
regarding patient/payor concerns and will facilitate communications.
6. After review by Customer's dedicated billing agent, provide prompt submission of Medicare, Medicaid, insurance
and other responsible party/parties bills after receiving a completed patient record via U.S. Mail and/or electronic
format. Secondary insurance provider bills shall be submitted after the primary insurance provider has paid.
7 Provide follow-up on rejected and inactive claims.
8. Utilize most up-to-date knowledge and information with regard to coding requirements and standards and ensure
compliance with applicable Federal, State and local regulations.
9 EFR will make available on a 24x7 basis, via EFR's web site, all financial data for reporting and retrieval.
FEES & CHARGES
1. $25.00 per `Treat/No Transport' or `Emergency Response Fee' patient record billed, phis actual postage and mailing
for each bill sent via U.S. Mail.
2. 12% of net collections on takeover accounts, plus actual postage & mailing for each bill sent via U.S. Mail.
EMS Billing Agrcwment Page 7 rev 02
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (' Agreement") is made as of the date shown below and between the following parties:
E&F Recovery, LLC City of Redlands Fire Department
P.O. Box 590 PO Box 3005
Gig harbor, WA 98335 Redlands, CA 92373
("EFR") (the 'Customer")
Agreement Date: July 21, 2020 ("Effective Date")
This Business Associate Agreement (' Agreement") between EFR and Customer is executed to ensure that EFR will
appropriately safeguard protected health information ("PHI") that is created, received, maintained, or transmitted on behalf of
Customer in compliance with the applicable provisions of Public Law 104-191 of August 21, 1996, known as the Health
Insurance Portability and Accountability Act of 1996, Subtitle F Administrative Simplification, Sections 261, et seq. as
amended ("HIPAA'), and with Public Law 111-5 of February 17 2009, known as the American Recovery and Reinvestment
Act of 2009, Title XII, Subtitle D Privacy, Sections 13400, et seq. the Health Information Technology and Clinical IIealth
Act, as amended (the 'HITECH Act").
A. GENERAL PROVISIONS
1. Meaning, of Tenns. The terms used in this Agreement shall have the same meaning as those terms defined in
HIPAA.
2. Regulatory References. Any reference in this Agreement to a regulatory section means the section currently
in effect or as amended.
3. hitapretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with HIPAA.
B. OBLIGATIONS OF THE BUSINESS ASSOCIATE. EFR agrees that it will:
1. Not use or further disclose PIII other than as permitted or required by this Agreement or as required by law.
2. Use appropriate safeguards and comply, where applicable, with the HIPAA Security Rule with respect to
electronic protected health information ("e -PHI") and implement appropriate physical, technical and
administrative safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement,
3. Report to Customer any use or disclosure of PHI not provided for by this Agreement of which it becomes
aware, including any security incident (as defined in the HIPAA Security Rule) and any breaches of
unsecured PHI as required by 45 CFR *164410. Breaches of unsecured PHI shall be reported to Customer
without unreasonable delay but in no case later than 60 days after discovery of the breach.
4. In accordance with 45 CFR 164.502(c)(1)(ii) and 164.30804(2), ensure that any subcontractors that create,
receive, maintain, or transmit PHI on behalf of EFR agree to the same restrictions, conditions, and
requirements that apply to EFR with respect to such information.
5. Make PHI in a designated record set available to Customer and to an individual who has a right of access in a
manner that satisfies Customer's obligations to provide access to PHI in accordance with 45 CFR §164.524
within 30 days of a request.
6. Make any amendment(s) to PHI in a designated record set as directed by Customer, or take other measures
necessary to satisfy Customer's obligations under 45 CFR § 164.526.
7 Maintain and make available information required to provide an accounting of disclosures to Customer or an
individual who has a right to an accounting within 60 days and as necessary to satisfy Customer's obligations
under45 CFR *164.528.
Business Associate Agreement—Page 1 rev. 10
8. To the extent that EPR is to carry out any of Customer's obligations under the HIPAA Privacy Rule, EFR
shall comply with the requirements of the Privacy Rule that apply to Customer when it carries out that
obligation.
9 Make its internal practices, books, and records relating to the use and disclosure of PHI received from, or
created or received by EFR on behalf of Customer, available to the Secretary of the Department of Health and
Human Services for purposes of determining EFR and Customer's compliance with HIPAA and the HITECH
Act.
10. Restrict the use or disclosure of PHI if Customer notifies EFR of any restriction on the use or disclosure of
PHI that Customer has agreed to or is required to abide by under 45 CFR § 164.522.
11. If Customer is subject to the Red Flags Rule (found at 16 CFR §681.1 et seq.), EFR agrees to assist Customer
in complying with its Red Flags Rule obligations by: (a) implementing policies and procedures to detect
relevant Red Flags (as defined under 16 C.P.A. §681.2); (b) taking all steps necessary to comply with the
policies and procedures of Customer's Identity Theft Prevention Program; (c) ensuring that any agent or third
party who performs services on its behalf in connection with covered accounts of Customer agrees to
implement reasonable policies and procedures designed to detect, prevent, and mitigate the risk of identity
theft; and (d) alerting Customer of any Red Flag incident (as defined by the Red Flag Rules) of which it
becomes aware, the steps it has taken to mitigate any potential harm that may have occurred, and provide a
report to Customer of any threat of identity theft as a result of the incident.
C. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE. The specific uses and disclosures of
PHI that may be made by EFR on behalf of Customer include:
1. The preparation of invoices to patients, carriers, insurers and others responsible for payment or
reimbursement of the services provided by Customer to its patients.
2. Preparation of reminder notices and documents pertaining to collections of overdue accounts.
3. The submission of supporting documentation to carriers, insurers and other payers to substantiate the
healthcare services provided by Customer to its patients or to appeal denials of payment for the same.
4. Other uses or disclosures of PHI as permitted by HIPAA necessary to perform the services that EFR has been
engaged to perfonn on behalf of Customer.
D. TERM AND TERMINATION
1. The Term of this Agreement shall be effective as of the Effective Date and shall terminate on the date
covered entity terminates for cause as authorized in paragraph 2 of this Section.
2. Customer may terminate this Agreement if Customer determines that EFR has violated a material term of the
Agreement and EFR has been apprised of the violation in writing and has not cured the violation within thirty
(30) days of said written notice.
3. If either party knows of a pattern of activity or practice of the other party that constitutes a material breach or
violation of the other party's obligations under this Agreement, that party shall take reasonable steps to cure
the breach or end the violation, as applicable, and, if such steps are unsuccessful, terminate the Agreement if
feasible.
4. Upon termination of this Agreement, EFR shall return to Customer or destroy all P111 received from
Customer, or created, maintained, or received by IZFR on behalf of Customer that EFR still maintains in any
Business Associate Agreement—Page 2 rev. 10
form. EFR shall retain no copies of the PHI. If return or destruction is infeasible, the protections of this
Agreement will extend to such PHI.
THIS AGREEMENT is executed as of the day and year first above written.
E&F RECOVERY, LLC
Signature
Name
Title
Date
b J ort l.o2✓u '"
Doug Wright
CEO
CUSTOMER
Signature
Name
Title
Date
ATTEST
110 ICOSTee•
1 21 2020
4f 4141S /
e Donaldson, City Clerk
Business Associate Agreement—Page 3 rev. 10