HomeMy WebLinkAboutC-5746 - Business Associate AgreementAMENDMENT NO. TWO TO
BUSINESS ASSOCIATE AGREEMENT
BETWEEN IMAGETREND, INC. AND
CITY OF NEWPORT BEACH
THIS AMENDMENT NO. TWO TO BUSINESS ASSOCIATE AGREEMENT
("Amendment No. Two') is made and entered into as of this 8th day of August, 2017
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and IMAGETREND, INC., a Minnesota
corporation ("IMAGETREND"), whose address is 20855 Kensington Blvd., Lakeville, MN
55044, and is made with reference to the following:
RECITALS
A. On November 25, 2013, City and IMAGETREND entered into an Agreement
("Agreement") to ensure that IMAGETREND will become a "Business Associate"
of City by agreeing to appropriately safeguard protected health information ("PHI")
that is created, received, maintained, or transmitted on behalf of the City 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"), the regulations codified at 45 C.F.R. Parts 160 and 164 ("HIPAA
Regulations"), 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 Health
Act, as amended (the "HITECH Act").
B. On July 18, 2016, City and IMAGETREND entered into Amendment No. One to
the Agreement to authorize IMAGETREND to share certain electronic PHI data
from City's records, to update Section B(5) and Section G(1) of the Agreement,
and to document the addition of Section K and Exhibit A to the Agreement
("Amendment No. One").
C. IMAGETREND is a provider of data management services and a current Business
Associate of City;
D. Both City and IMAGETREND desire to enter into this Amendment No. Two to
document the addition of Exhibit A to the Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. Exhibit A
The Agreement is hereby amended to include Exhibit A — ePHI Data Export,
attached hereto and incorporated herein by reference. The provisions set forth in
Exhibit A are agreed upon by both City and IMAGETREND.
2. Integrated Contract
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and
effect. In the event of a conflict between this Amendment No. Two and the
Agreement or Amendment No. One to the Agreement, the terms of this
Amendment No. Two shall prevail. By executing this Amendment No. Two, the
parties hereto agree to be bound by the terms of the Agreement, as amended by
Amendment No. One and this Amendment No. Two.
[SIGNATURES ON NEXT PAGE]
Imagetrend, Inc. Amendment No. Two Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
ATTEST: Q
Date:
CITY OF NEWPORT BEACH,
a California mu icipal corporation
Date: 314 �d?
By: LA rfL-
Charles Duncan
Fire Chief
IMAGETREND: Imagetrend, Inc., a
Minnesota corporation
Date:
Signed in Counterpart
I o oA A � /��
By: y:
Leilani I. Brown Michael J
President
Attachments:
Date:
Bv:
McBrady
Signed in Counterpart
Valerie McBrady
Secretary & Treasurer
[END OF SIGNATURES]
Exhibit A — ePHI Data Export
Imagetrend, Inc. Amendment No. Two Page 3
IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Na
Harp
ATTEST:
Date:
Leilani I. Brown
City Clerk
Attachments
CITY OF NEWPORT BEACH,
a California ,mu icipal corporation
Date: $
By: C
W44-1-11 Charles Duncan
Fire Chief
IMAGETREND: Imagetrend, Inc., a
Minnesota corporation
Date: 4 (0 'd%()(Y
By: �=
Ua44e.MeBrady U oe Gmv,(
SeefetaFy-&4:ro�r Coe)
[END OF SIGNATURES]
Exhibit A — ePHI Data Export
Imagetrend, Inc. Amendment No. Two Page 3
EXHIBIT A
ePH I Data Export
Imagetrend, Inc. Amendment No. Two Page A-1
1'��111 IMAGETREND'N,.
ePHI Data Export
Between ImageTrend, Inc. ("ImageTrend"), a Minnesota Corporation located at 20855 Kensington Blvd.,
and City of Newport Beach ("the Data Owner") residing at 100 Civic Center Drive, Newport Beach,
California 92660 for transmitting ePHI data to Wittman Enterprises, LLC ("Transferee") located at 11093
Sun Center Drive Rancho Cordova, CA 95670.
Whereas; ImageTrend is a provider of data management services and a current Business Associate to
the Data Owner and;
Whereas; the Data Owner wishes ImageTrend to share certain ePHI data from the Data Owner's System
in ImageTrend's capacity as a Business Associate with Transferee
1. Data Export Purpose
The purpose of this Data Export is to provide data necessary to Transferee to enable Transferee
to provide billing services and other associated services to Data Owner.
2. Data Export Set Up
ImageTrend shall transmit to Transferee the data identified by Data Owner in the attached
Workbook ("Identified Data'). The export will be set up subsequent return of the completed
Workbook by Data Owner to ImageTrend.
3. Authorization
Data Owner hereby authorizes ImageTrend to transmit and disclose the Identified Data, and to
disclose and transmit other data reasonably necessary to achieve the data export's purpose
outlined in Section 1 above. This Agreement modifies any prior agreements of the parties only to
the extent necessary to effect this agreement, and does not otherwise change the terms of any
prior agreements between the parties.
4. Right to Revoke or Terminate
Data Owner may terminate or revoke the right to transmit or disclose data granted to ImageTrend
by this Agreement at any time by providing reasonable written notice to ImageTrend and
providing a commercially reasonable period of time in which to effect the termination.
The parties have read, understand, and have authority to agree to the terms of this Agreement.
20855 Kensington Blvd., Lakeville, MN 55044
Tel: (952) 469-1589 Toll Free: (888) 469-7789 Fax: (952) 985-5671
M
AMENDMENT NO. ONE TO
BUSINESS ASSOCIATE AGREEMENT
BETWEEN IMAGETREND, INC. AND
CITY OF NEWPORT BEACH
THIS AMENDMENT NO. ONE TO BUSINESS ASSOCIATE AGREEMENT
("Amendment No. One") is made and entered into as of this 18th day of July, 2016
("Effective Date'), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and IMAGETREND, INC., a Minnesota
corporation ('IMAGETREND"), whose address is 20855 Kensington Blvd., Lakeville, MN
55044, and is made with reference to the following:
RECITALS
A. On November 25, 2013, City and IMAGETREND entered into an Agreement
("Agreement") to ensure that IMAGETREND will become a "Business Associate"
of City by agreeing to appropriately safeguard protected health information
("PHI") that is created, received, maintained, or transmitted on behalf of the City
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" ), the regulations codified at 45 C.F.R. Parts 160 and 164 ("HIPAA
Regulations"), 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 Health
Act, as amended (the "HITECH Act').
B. IMAGETREND is a provider of data management services and a current
Business Associate of City;
C. Both City and IMAGETREND desire to enter into this Amendment No. One to
authorize IMAGETREND to share certain electronic PHI data from City's records,
to update Section B(5) and Section G(1) of the Agreement, and to document the
addition of Section K and Exhibit A to the Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
Obligations of Business Associate
Section B(5) of the Agreement is amended in its entirety and replaced with the
following: "In accordance with 45 CFR 164.502(e)(1) and 164.308(b), ensure
that any subcontractors that create, receive, maintain, or transmit PHI on behalf
of IMAGETREND agree to the same restrictions, conditions, and requirements
that apply to IMAGETREND with respect to such information;"
2. Notices
Section G(1) of the Agreement is amended in its entirety and replaced with the
following: "All notices, demands, requests or approvals to be given under the
terms of this Agreement shall be given in writing, and conclusively shall be
deemed served when delivered personally, or on the third business day after the
deposit thereof in the United States mail, postage prepaid, first-class mail,
addressed as hereinafter provided. All notices, demands, requests or approvals
from IMAGETREND to City shall be addressed to City at:
Attn: Kristin Thompson, EMS Division Chief
Fire Department
City of Newport Beach
100 Civic Center Dr.
PO Box 1768
Newport Beach, CA 92658
3. No Attorneys' Fees
The Agreement is hereby amended to include Section K: "In the event of any
dispute or legal action arising under this Agreement, the prevailing party shall not
be entitled to attorneys' fees."
4. Exhibit A
The Agreement is hereby amended to include Exhibit A — ePHI Data Export,
attached hereto and incorporated herein by reference. The provisions set forth in
Exhibit A are agreed upon by both City and IMAGETREND.
5. Integrated Contract
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and
effect. In the event of a conflict between this Amendment No. One and the
Agreement, the terms of this Amendment No. One shall prevail. By executing
this Amendment No. One, the parties hereto agree to be bound by the terms of
the Agreement, as amended this Amendment No. One.
[SIGNATURES ON NEXT PAGE]
Imagetrend, Inc. Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORN ,S 6 FICE
Date:
By:
Aaron C. Harp �I y
City Attorney
ATTEST: P p
Date: 0 �q.
By: & LUWAA*k- -
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:__
UL
By:
Scott Poster
Fire Chief
IMAGETREND: Imagetrend, Inc.,
Minnesota corporation
Date: y- /I/ -ol D/ (o
By; go, / e)
ichael J. M y
Presiden
Date: `7 //'/ Z4�L/o
By:�
Valerie McBrady
Secretary & Treasurer
[END OF SIGNATURES]
Attachments: Exhibit A - ePHI Data Export
Imagetrend, Inc. Page 3
EXHIBIT A
ePHI Data Export
Imagetrend, Inc. Page A-1
"n
I MAG E TREND',,,,.
ePHI Data Export
Between ImageTrend, Inc. ("ImageTrend"), a Minnesota Corporation located at 20855 Kensington Blvd.,
and City of Newport Beach ("the Data Owner"), whose address is 100 Civic Center Drive, Newport
Beach, California 92658 for transmitting
ePHI data to Elite ("Transferee") located at
20855 Kensington Blvd., Lakeville, MN 55044
Whereas; ImageTrend is a provider of data management services and a current Business Associate to
the Data Owner and;
Whereas; the Data Owner wishes ImageTrend to share certain ePHI data from the Data Owner's System
in ImageTrend's capacity as a Business Associate with Transferee
1. Data Export Purpose
The purpose of this Data Export is to provide data necessary to Transferee to enable Transferee
to provide billing services and other associated services to Data Owner.
2. Data Export Set Up
ImageTrend shall transmit to Transferee the data identified by Data Owner in the attached
Workbook ("Identified Data'). The export will be set up subsequent return of the completed
Workbook by Data Owner to ImageTrend.
3. Authorization
Data Owner hereby authorizes ImageTrend to transmit and disclose the Identified Data, and to
disclose and transmit other data reasonably necessary to achieve the data export's purpose
outlined in Section 1 above. This Agreement modifies any prior agreements of the parties only to
the extent necessary to effect this agreement, and does not otherwise change the terms of any
prior agreements between the parties.
4. Right to Revoke or Terminate
Data Owner may terminate or revoke the right to transmit or disclose data granted to ImageTrend
by this Agreement at any time by providing reasonable written notice to ImageTrend and
providing a commercially reasonable period of time in which to effect the termination.
20855 Kensington Blvd., Lakeville, MN 55044
Tel: (952) 469-1589 Toll Free: (888) 469-7789 Fax: (952) 985-5671
r
0
BUSINESS ASSOCIATE AGREEMENT
BETWEEN IMAGETREND, INCORPORATED AND
CITY OF NEWPORT BEACH
THIS BUSINESS ASSOCIATE AGREEMENT ("Agreement") is entered this 25°i
day of November, 2013 ("Effective Date") between THE CITY OF NEWPORT BEACH,
a California municipal corporation and charter city ("City") and IMAGETREND,
INCORPORATED, a Minnesota corporation ("IMAGETREND, INCORPORATED")
whose address is 20855 Kensington Blvd. Lakeville, MN 655044 and is made with
reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of the
City.
B. IMAGETREND, INCORPORATED is the City's contracted outside billing
company, contracted with to provide statements to and collect payments from
patients who have received paramedic field services and emergency ambulance
transportation services from the City.
C. This Agreement is executed to ensure that IMAGETREND, INCORPORATED
will appropriately safeguard protected health information ("PHI") that is created,
received, maintained, or transmitted on behalf of the City 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"), the
regulations codified at 45 C.F.R. Parts 160 and 164 ("HIPAA Regulations"), 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 Health Act, as amended
(the "HITECH Act").
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
A. General Provisions
1. Meaning of Terms. The terms used in this Agreement shall have the same
meaning as those terms defined in the HIPAA, the HIPAA Regulations, and
the HITECH Act.
2. Regulatory References. Any reference in this Agreement to a regulatory
section means the section currently in effect or as amended.
3. Interpretation. Any ambiguity in this Agreement shall be interpreted to permit
compliance with the HIPAA, the HIPAA Regulations, and the HITECH Act.
B. Obligations of Business Associate
1. IMAGETREND, INCORPORATED shall not use or further disclose protected
health information ("PHI") other than as permitted or required by this
Agreement or as required by law;
2. IMAGETREND, INCORPORATED shall 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. IMAGETREND, INCORPORATED shall report in writing to City each security
incident (as defined in the HIPAA Security Rule) or any use or disclosure of
PHI not provided for by this Agreement no later than three (3) business days
after becoming aware of such security incident or non -permitted use or
disclosure. If such security incident or non -permitted use or disclosure
constitutes a breach of unsecured PHI, then IMAGETREND,
INCORPORATED shall comply with the requirements of Section B.4. below;
4. IMAGETREND, INCORPORATED shall investigate each unauthorized
access, acquisition, use or disclosure of PHI that it discovers to determine
whether such unauthorized access, acquisition, use or disclosure constitutes
a reportable breach of unsecured PHI. If IMAGETREND, INCORPORATED
determines that a reportable breach of unsecured PHI has occurred,
IMAGETREND, INCORPORATED shall notify City of such breach in writing
without unreasonable delay but no later than sixty (60) days after discovery of
the breach, in accordance with 45 C.F.R. §164,410(c). City shall have sole
control over the timing and method of providing notification of such breach to
the affected individual(s), the Secretary and, if applicable, the media, as
required by the HITECH Act. IMAGETREND, INCORPORATED shall
reimburse City for its reasonable costs and expenses in providing the
notification, including, but not limited to, any administrative costs associated
with providing notice, printing and mailing costs, and costs of mitigating the
harm (which may include the costs of obtaining credit monitoring services and
identity theft insurance) for affected individuals whose PHI has or may have
been compromised as a result of the breach;
5. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2),
IMAGETREND, INCORPORATED shall ensure that any subcontractors that
create, receive, maintain, or transmit PHI on behalf of IMAGETREND,
INCORPORATED agree to the same restrictions, conditions, and
IMAGETREND, INCORPORATED
requirements that apply to IMAGETREND, INCORPORATED with respect to
such information;
6. IMAGETREND, INCORPORATED shall make PHI in a designated record set
available to City and to an individual who has a right of access in a manner
that satisfies the City's obligations to provide access to PHI in accordance
with 45 CFR §164.524 within 30 days of a request;
7. IMAGETREND, INCORPORATED shall make any amendment(s) to PHI in a
designated record set as directed by the City, or take other measures
necessary to satisfy the City's obligations under 45 CFR §164.526;
8. IMAGETREND, INCORPORATED shall maintain and make available
information required to provide an accounting of disclosures to the City or an
individual who has a right to an accounting within 60 days and as necessary
to satisfy the City's obligations under 45 CFR §164.528;
9. To the extent that IMAGETREND, INCORPORATED is to carry out any of the
City's obligations under the HIPAA Privacy Rule, IMAGETREND,
INCORPORATED shall comply with the requirements of the Privacy Rule that
apply to the City when it carries out that obligation;
10. IMAGETREND, INCORPORATED shall make available to the Secretary of the
Department of Health and Human Services its intemal practices, books, and
records relating to the use and disclosure of PHI received from, or created or
received by IMAGETREND, INCORPORATED on behalf of, the City, for
purposes of determining IMAGETREND, INCORPORATED'S and the City's
compliance with HIPAA, the HIPAA Regulations, and the HITECH Act;
11. IMAGETREND, INCORPORATED shall restrict the use or disclosure of PHI if
the City notifies IMAGETREND, INCORPORATED of any restriction on the
use or disclosure of PHI that the City has agreed to or is required to abide by
under 45 CFR §164.522; and
12. If the City is subject to the Red Flags Rule (found at 16 CFR §681.1 et seq.),
IMAGETREND, INCORPORATED agrees to assist the City in complying with
its Red Flags Rule obligations by: (a) implementing policies and procedures
to detect relevant Red Flags (as defined under 16 C.F.R. §681.2); (b) taking
all steps necessary to comply with the policies and procedures of the City'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
the City agrees to implement reasonable policies and procedures designed to
detect, prevent, and mitigate the risk of identity theft; and (d) alerting the City
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
IMAGETREND, INCORPORATED
may have occurred, and provide a report to the City 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 IMAGETREND,
INCORPORATED on behalf of the City include:
1. The preparation of invoices to patients, carriers, insurers and others
responsible for payment or reimbursement of the services provided by the
City 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 the City to its
patients or to appeal denials of payment for the same; and
4. Other uses or disclosures of PHI as permitted by HIPAA necessary to perform
the services that IMAGETREND, INCORPORATED has been engaged to
perform on behalf of the City.
D. Relationship of Parties
1. IMAGETREND, INCORPORATED is an independent contractor and not an
agent of City under this Agreement. IMAGETREND, INCORPORATED has
the sole right and obligation to supervise, manage, contract, direct, procure,
perform or cause to be performed all of IMAGETREND, INCORPORATED'S
obligations under this Agreement.
E. Indemnification
1. Notwithstanding anything to the contrary in the underlying services agreement
between the City and IMAGETREND, INCORPORATED, at IMAGETREND,
INCORPORATED'S expense, IMAGETREND, INCORPORATED agrees to
indemnify, defend and hold harmless City and City's employees, directors,
officers, managers, or agents (the "Indemnities") from and against any and all
fines, penalties, damages, losses, claims or causes of action and expenses
(including, without limitation, court costs and reasonable attorneys' fees)
arising from any violation of the HIPAA, the HIPAA Regulations, or the
HITECH Act or from any negligence or wrongful acts or omissions, including
but not limited to failure to perform its obligations that results in a violation of
the HIPAA, the HIPAA Regulations, or the HITECH Act, by IMAGETREND,
INCORPORATED or its employees, directors, officers, subcontractors, agents
or other members of IMAGETREND, INCORPORATED'S workforce.
IMAGETREND, INCORPORATED
IMAGETREND, INCORPORATED'S obligation to indemnify the Indemnities
shall survive the expiration or termination of this Agreement for any reason.
F. Term and Termination
1. The term of this Agreement shall be effective as of the Effective Date and
shall terminate as of the date that all of the PHI provided by City to
IMAGETREND, INCORPORATED, or created or received by IMAGETREND,
INCORPORATED on behalf of City, is destroyed or retumed to City, or, if it is
infeasible to retum or destroy the PHI, protections are extended to such
information, in accordance with Section F.3 below.
2. Upon City's knowledge of a material breach or violation of this Agreement by
IMAGETREND, INCORPORATED, City shall either:
a. Notify IMAGETREND, INCORPORATED of the breach in writing, and
provide an opportunity for IMAGETREND, INCORPORATED to cure
the breach or end the violation within ten (10) business days of such
notification; provided that if IMAGETREND, INCORPORATED fails to
cure the breach or end the violation within such time period to the
satisfaction of City, City shall have the right to immediately terminate
this Agreement and the underlying services agreement between City
and IMAGETREND, INCORPORATED upon written notice to
IMAGETREND, INCORPORATED;
b. Upon written notice to IMAGETREND, INCORPORATED, immediately
terminate this Agreement and the underlying services agreement
between City and IMAGETREND, INCORPORATED if City determines
that such breach cannot be cured; or
c. If City determines that neither termination nor cure is feasible, City
shall report the violation to the Secretary.
3. Upon termination of this Agreement for any reason, IMAGETREND,
INCORPORATED shall return to the City or destroy all PHI received from the
City, or created, maintained, or received by IMAGETREND,
INCORPORATED on behalf of the City that IMAGETREND,
INCORPORATED still maintains in any form. IMAGETREND,
INCORPORATED shall retain no copies of the PHI. However, if
IMAGETREND, INCORPORATED determines that neither return nor
destruction of PHI is feasible, IMAGETREND, INCORPORATED shall notify
City of the conditions that make retum or destruction infeasible, and may
retain PHI provided that IMAGETREND, INCORPORATED (a) continues to
comply with the provisions of this Agreement for as long as it retains PHI,
and (b) further limits uses and disclosures of such PHI to those purposes
that make the retum or destruction of PHI infeasible.
IMAGETREND, INCORPORATED
G. Notices
1. All notices, demands, requests or approvals to be given under the terms of
this Agreement shall be given in writing, and conclusively shall be deemed
served when delivered personally, or on the third business day after the
deposit thereof in the United States mail, postage prepaid, first-class mail,
addressed as hereinafter provided. All notices, demands, requests or
approvals from IMAGETREND, INCORPORATED to City shall be addressed
to City at:
Attn: Cathy Ord, EMS Manager
Fire Department
City of Newport Beach
100 Civic Center Dr.
PO Box 1768
Newport Beach, CA 92658
2. All notices, demands, requests or approvals from City to IMAGETREND,
INCORPORATED shall be addressed to IMAGETREND, INCORPORATED
at:
Attention: Michael J. Brady
IMAGETREND, INCORPORATED
20855 Kensington Blvd
Lakeville, MN 55044
H. Amendment to Comply with Law
1. This Agreement shall be deemed amended to incorporate any mandatory
obligations of City or IMAGETREND, INCORPORATED under the HITECH
Act and its implementing HIPAA Regulations. Additionally, City and
IMAGETREND, INCORPORATED agree to take such action as is necessary
to amend this Agreement from time to time as necessary for City to
implement its obligations pursuant to the HIPAA, the HIPAA Regulations, or
the HITECH Act.
Applicable Law and Venue
1. This Agreement shall be governed by and construed in accordance with the
laws of the State of Califomia (without regards to conflict of laws principles).
City and IMAGETREND, INCORPORATED agree that all actions or
proceedings arising in connection with this Agreement shall be tried and
litigated exclusively in the State or federal (if permitted by law and if a party
elects to file an action in federal court) courts located in Orange County,
California.
AGETREND, INCORPORATED
J. Counterparts
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
OFFICE OF THE CITY ATTORNEY A California municipal corporation
Date: Date: DEC 1 7 Z013
By:
A: s C. Harp
Ci Attorney
ATTEST:
Date: o2, j. ><
By:
Leilani I. Irown
City Cleric
By:
Chief Scott Poster
Fire Department
IMAGETREND, INCORPORATED, a
Minnesota corporation
Date:
By:
IC AEL J.
Date: f al O I; 1
By:
MAGETREND,INCORPORATED