HomeMy WebLinkAboutImage Trend, Inc. - 2016-04-28I MAG ETREND INC
9PHI Data Export
Between lmageTmmd, Inc. ('lmapTurun, a NGnnesota Corporation located at 20855 Kensington Blvd..
and HUNTINGTON BEACH FIRE DEPARTMENT ("the Data Ownwj residing at 20M MAIN STREET.
HUNTINGTON BEACH, CA W" fortransrNtling ePHI data to WITTMAN ENTERPRISES. !lC
(Transferee') located at 1i093 SUN CENTER DRIVE, RANCHO CORDOVA, CA 95670.
Whereas; ImageTrend is a provider of dale management services and a current Business Associate to
the Dab Owner and;
Whereas; the Data Owner wishes lm3geTrend to share certain ePHI data from the Data Owner's System
in lmageTrend's capacity as a Business Associate with Transferee
1. Date Export Purpose
The purpose of this Dais Export is to provide data necessary is Transferee to enable Transferee
to provide Wiling services and other associated services to Data Owner.
2 Data Export Set Up
ImageTrend shell transmit to Transferee the data identified by Data Owner in the attached
Workbook ("identified Data"). The export will be set up subsequent rebrm of the completed
Workbook by Data Owner to ImageTrend
3. Authorisation
Data Owner heieby authorizes ImageTrand to tra nsrrrit and disclose the Identified Data, and to
disclose and transmit other data reasonably necessary to achieve the data export`s purpose
outlined in Section t above. This Agreement modifies any prior agreements of the parties only to
the extent nay to etiectthts agreement, and does not otherwise change the terms of any
prior agreements beiween-the parties
4. Right to Revoke or Terminate
Data Owner may terminate or revoke the right to transmit or disclose data granted to ImageTrand
by this Agreement at any time by providing reasonable wrltlan notice to ImageTrend and
providing a commercially reasonable period of time in which to effect the termination.
The patties have read, understand, and have authority to agree to the temis of this Agreement.
Signature: Signature:
Name:, ,l9t1 ! Name: Mid�ael M
Tftla: Fine Chief Title: Presi
Date. Y/� �: 4 ? a51
air
APPROVED AS TO FORM
�OB�.S.Kem�ngton. kevllle.ON,55044
Tai�(i 489�"l�89 O11 fieg (I38 fax: (V4US-5671
BUSINESS ASSOCIATE AGREEMENT
Me Bus Associate Agreement ("Agreement") dated
14� o[, a ® / Cp (the "Effective Date") is entered into by
and between City of Huntington Beach, a municipal corporation (the "Covered EnMy")
and ImageTrerid, Inc., a Minnesota corporation (the "Business Associate").
WHEREAS, Covered Entity and Business Associate have entered into, or are
entering into, or may subsequently enter into, agreements or other documented
arrangements (collectively, the "Business Arrangements ") pursuant to which Business
Associate may provide products and/or services for Covered Entity that require Business
Associate to access, create and use health information that is protected by state and/or
federal law; and
Pursuant to the Administrative Simplification provisions of the Health Insurance
Portability and Accountability Act of 19% ("HIPAA"), the U.S. Department of Health &
Human Services ("HHS'l promulgated the Standards for Privacy of Individually
Identifiable Health Information (the "Privacy Standards"), at 46 C.F.R. Parts 160 and
164, requiring certain individuals and entities subject to the Privacy Standards (each a
"Covered Entity", or collectively, "Covered Entities") to protect the privacy of certain
individually identifoble health information ("Protected Health in%rmation", or "PHI"); and
Pursuant to HIPAA, HHS has issued the Security Standards (the "Security
Standards"), at 46 C.F.R. Parts 160, 162 and 164, for the protection of electronic
protected health information ("EPHI"); and
In order to protect the privacy and security of PHI, Including EPHI, created or
maintained by or on behalf of the Covered � Entity, the Privacy Standards and Security
Standards require a Covered Entity to enter into a "business associate agreement" with
certain individuals and entities providing services for or on behalf of the Covered Entity if
such services require the use or disclosure of PHI or EPHI; and
On February 17, 2009, the federal Health information Technology for Economic
and Clinical Health Act was signed into taw (the "HITECH Act"). and the HITECH Act
Imposes certain privacy and security obligations on Covered Entities in addition to the
obligations created by the Privacy Standards and Security Standards; and
The HITECH Act revises many of the requirements of time Privacy Standards and
Security Standards concerning the confidentiality of PHI and EPHI, including extending
certain HIPAA and HITECH Act requirements directly to business associates; and
Business Associate and Covered Entity desire to enter into this Business
Associate Agreement;
NOW THEREFORE, in consideration of the mutual promises set forth in this
Agreement and the Business Arrangements, and other good and valuable
consideration, the sufficiency and receipt of which are hereby severally
acknowledged, the parties agree as follows:
16-52031135213 1
1. Business Associate Obligations. Business Associate may receive from
Covered Entity, or`c rbate or receive on behalf of Covered Entity, health
information that is protected under applicable state and/or federal law, including
without limitation, PHI and EPHI. All capitalized terms not otherwise defined in
this Agreement shalt have the meanings set forth in the Privacy Standards,
Security Standards or the HITECH Act, as applicable (collectively referred to
hereinafter as the "Confidentiality Requirements"). All references to PHI herein
shall be construed to include EPHI. Business Associate agrees not to use or
disclose (or permit the use or disclosure of) PHI in a manner that would violate
the Confidentiality Requirements if the PHI were used or disclosed by Covered
Entity In the same manner.
2 Use of PHI. Except as otherwise required by law, Business Associate shall use
PHI in compliance with all federal, State and local rules, including 45 C.F.R. §
164.504(s). -Furthermore, Business Associate shall use PHI (.) solely for Covered
Entity's-beriefit and only for the purpose of performing services for Covered Entity
as such services are defined in Business Arrangements, and (ri) as necessary for
the proper management and administration of the Business Associate or to carter
out its legal responslbli Mes, provided that such uses are perritted under federal
and state law. Covered Entity shall retain all rights in the PHI not granted herein,
Use, creation and disclosure of de -identified health Information by Business
Associate are not permitted unless expressly authorized in writing by Covered
Entity.
3 Disclosure of PHI. Subject to any limitations In this Agreement, Business
Associate may disclose PHI to any third party persons or envies as necessary to
perform its obligations under the Business Arrangement and as permitted or
required by applicable federal or state law. Further, Business Associate may
disclose PHI for the proper management and administration of the Business
Associate, provided that (i) such disclosures are required by law, and (ir)
Business Associate: (a) obtains reasonable assurances from any third party to
whom the information is disclosed that it all be held confidential and further used
and disclosed only as required by taw or for the purpose for which it was
disclosed to the third party; (b) requires the third party to agree to immediately
noddy Business Associate of any Instances of which it is aware that PHI is being
used or disclosed for a purpose that is not otherwise provided for in this
Agreement or for a purpose not expressly permitted by the Confidentiality
Requirements. Additionally, Business Associate shall ensure that all disclosures
of PHI by Business Associate and the third party comply with the principle of
"minimum necessary use and disclosure," i.e., only the minimum PHI that Is
necessary to accomplish the intended purpose may be disclosed; provided
further, Business Associate shall comply with Section 13405(b) of the HITECH
Act, and any regulations or guidance issued by HHS concerning such provision,
regarding the minimum necessary standard and the use and disclosure (if
applicable) of Limited Data Secs. If Business Associate discloses PHI received
from Covered Entity, or created or received by Business Associate on behalf of
Covered Entity, to agents, Including a subcontractor (collectively, "Recipients"),
Business Associate shall require Recipients to agree in writing to the same
restrictions and conditions that apply to the Business Associate under this
Agreement. Business Associate shall report to Covered Entity any use or
16-52031136213 2
disclosure of PHI not permitted by this Agreement, of which it becomes aware,
such report to be made within three (3) business days of the Business Associate
becoming aware of such use or disclosure. In addition to Business Associate's
obligations under Section 8, Business Associate agrees to mitigate, to the extent
practical and unless otherwise requested by Covered Entity In writing or as
directed by or as a result of a request by Covered Entity to disclose to
Recipients, any harmful effect that is known to Business Associate and is the
result of a use or disclosure of PHI by Business Associate or Recipients in
violation of -this Agneement.
4 Individual Riahts Reoardina Desionated Record Sets. if Business
Associate maintains a Designated Record Set on behalf of Covered Entity,
Business Associate shall (i) provide access to, and permit inspection and
copying of, PHI by Covered Entity or, as directed by Covered Entity, an
Individual who is the subject of the PHI under conditions and limitations
required under 45 CFR §164.524, as it may be amended from time to time, and
(0) amend PHI maintained by Business Associate as requested by Covered
Entity. Business Associate shall respond to any request from Covered Entity for
access by an individual within five (5) days of such request and shall make any
amendment requested by Covered Entity within ten (10) days of such request.
Any information requested under this Section 4 shall be provided in the form or
format requested, If it Is readily producible in such form or format. Business
Associate may charge a reasonable fee based upon the Business Associate's
labor costs in responding to a request for electronic information (or a cost
based fee for the production of non -electronic media copies). Covered Entity
shall determine whether a denial is appropriate or an exception applies,
Business Associate shall notify Covered Entity within five (5) days of receipt of
any request for access or amendment by an individual. Covered Entity shall
determine whether to grant or deny any access or amendment requested by
the individual. Business Associate shall have a process in place for requests
for amendments and for appending such requests to the Designated Record
Set, as requested by Covered Entity.
5. Accountina of Disclosures. Business Associate shall make available to
Covered Entity in response to a request from an individual, informatieon required
for an accounting of disclosures of PHI with respect to the Individual in
accordance with 45 CFR §164.528. as amended by Section 13405(c) of the
HITECH Act and any related regulations or guidance Issued by HHS in
accordance with such provision. Business Associate shall provide to Covered
Entity such information necessary to provide an accounting within thirty (30) days
of Covered Entity's request or such shorter time as may be required by state or
federal inw. Such accounting must be provided without cost to the individual or to
Covered Erithy if it is the first accounting requested by an individual within any
twelve (12) month period. For subsequent accountings within a #waive (12)
month period, Business Associate may charge a reasonable fee based upon the
BusinessAssociate's labor costs in responding to a request for electronic
hfaYnstion (or a cost -based fee fvr the production of non -electronic media
copies) so long as Business Associate informs the Covered'Entity and the
Covered Entity informs the Individual in advance of the fee, and the individual is
1&52031135213 3
afforded an opportunity to withdraw or modify the request. Such accounting
obligations shall survive termination of this Agreement and shall continue as long
as Business Associate maintains PHI.
6 Withdrawal of Authorization. If the use or disclosure of PHI in this Agreement
is based'upon an individual's specific authorization for the use of his or her PHI,
and (i) the individual revokes such authorization in writing, (i) the effective date
of such authorization has expired, or (III) the consent or authorization is found to
be defective in arty manner that renders it invalid, Business Associate agrees, if it
has notice of such revocation or invalidity, to cease the use and disclosure of any
such individual's PHI except to the extent it has relied on such use or disclosure,
or where an exception under the Confidentiality Requirements expressly applies.
7. Records and Audit. Business Associate shall make available to the U.S.
Department of Health and Human Services or its agents, its internal practices,
books, and records relating to the use and disclosure of PHI received from,
created, or received by Business Associate on behalf of Covered Entity for the
purpose of determining Covered Entity's compliance with the Confidentiality
Requirements or any other health oversight agency, in a time and manner
designated by the Secretary. Except to the extent prohibited by law, Business
Associate agrees to notify Covered Entity immediately upon receipt by Business
Associate of any and A requests by or on behalf of any and all federal, state and
local government authorities served upon Business Associate for PHI.
8. Imelernantation of Security Standards: Notice of Security Incidents.
Business Associate will use appropriate safeguards to prevent the use or
disclosure of PHi other than as expressly permitted under this Agreement.
Business Associate will implement administrative, physical and technical
safeguards that reasonably and appropriately protect the confidentiality,
integrity and availability of the PHi that it creates, receives, maintains or
transmits on behalf of Covered Entity. Business Associate acknowledges that
the HITECH Act requires Business Associate to comply with 45 C.F.R. §§
164,308,164.310, 164,312,164.314, and 164.318 as if Business Associate
were a Covered Entity, and Business Associate agrees to comply with these
provisions of the Security Standards and all additional security provisions of the
HITECH Act. Furthermore, to the extent feasible, Business Associate will use
commercially reasonable efforts to ensure that the technology safeguards used
by Business Associate to secure PHI will render such PHI unusable,
unreadable and indecipherable to individuals unauthorized to acquire or
otherwise have access to such PHI in accordance with HHS Guidance
published at 74 Federal Register 19006 (April 17, 2009), or such later
regulations or guidance promulgated by HHS or issued -by the National institute
for Standards and Technology ("NISf ') concerning the protection of identifiable
data such as PHI. Business Associate acknowledges and agrees -that the
HIPAA Omnibus Rule finalized January 25, 2013 at 78 Fed. Reg. 5566 requires
Business Associate to comply with new and modified obligations imposed by
that rule under 45 C.F.R. §164.306, 45 C.F.R. § 164.308, 45 C.F.R. § 163.310,
45 C.F.R. § 164.312, 45 C.F.R. § 164.316, 45 C.F.R. § 164.502, 45 C.F.R. §
164.504. Lastly, Business Associate will promptly report to Covered Entity any
16-52031135213 4
successful Security Incident of which it becomes aware. At the request of
Covered Entity, Business Associate shall identify. the date of the Security
Incident, the scope of the Security Incident, the Business Associate's response
to the Security Incident and the identification of the party responsible for
causing the Security Incident, if known. Business Associate and Covered Entity
shall take reasonable measures to ensure the availability of all affirmative
defenses under the HITECH Act, HIPAA, and other state and federal laws and
regulations goveming PHI and EPHI.
a. HIPAA Data Breach Notification and Mitlaation. Business Associate
agrees to implement reasonable systems for the discovery and prompt
reporting of any "breach" of "unsecured PHI" as those terms am defined
by 45 C.F.R. §164.402 (hereinafter a "HIPAA Breach"). The parties
acknowledge and agree that 45 C.F.R. §164.404. as described below in
this Section 9.1, governs the determination of the date of a HIPAA
Breach. In the event of any conflict between this Section 9.1 and the
Confidentiality Requirements, the more stringent requirements shall
govem. Business Associate will, following the discovery of a HIPAA
Breach„ notify Covered Entity immediately and in no event later than
three (3) business days after Business Associate discovers such HIPAA
Breach, unless Business Associate is prevented from doing so by 45
C.F.R. §164.412 conceming law enforcement investigations. For
purposes of reporting a HIPAA Breach to Covered Entity, the discovery
of a HIPAA Breach shall occur as of the first day on which such HIPAA
Breach is known to the Business Associate or, by exercising reasonable
diligence, would have been known to the Business Associate. Business
Associate will be considered to have had knowledge of a HIPAA Breach
I the HIPAA Breach is known, or by exercising reasonable diligence
would have been known, to any person (other than the person
committing the HIPAA Breach) who is an employee, officer or other
agent of the Business Associate. No later than seven m business days
following a HIPAA Breach, Business Associate shall provide Covered
Entity with sufficient information to permit Covered Entity to comply with
the HIPAA Breach notification requirements set forth at 45 C.F.R.
§164.400 at seq. Specifically, if the following information is known to (or
can be reasonably obtained by) the Business Associate, Business
Associate will provide Covered Entity with. C) contact information for
individuals who were or who may have been impacted by the HIPAA
Breach (e g., first and last name, mailing address, street address,
phone number, email address); (9) a brief description of the
circumstances of the HIPAA Breach, Including the date of the HIPAA
Breach and date of discovery; (10) a description of the types of
unsecured PHI involved in the HIPAA Breach (e.g., names, social
security number, date of birth, address(es), account numbers of any
type, disability codes, diagnostic and/or billing codes and similar
Information); (iv) a brief description of what the Business Associate has
done or is doing to investigate the HIPAA Breach, mitigate harm to the
16-52031135213 5
individual impacted by the HIPAA Breach, and protect against future
HIPAA Breaches; and (v) appoint a Liaison and provide contact
information for same so that the Covered Entity may ask questions or
leam additional information concerning the HIPAA Breach. Following a
HIPAA Breach, Business Associate will have a continuing duty to Inform
Covered Entity of new information learned by Business Associate
regareft the HIPAA Breach, including but not limited to the information
described in items (I) through (v), above.
b Dats Breach Notification and Mitiaation Under Other i.aws. In addition to
the requirements of Section 9.1, Business Associate agrees to
implement reasonable systems for the discovery and prompt reporting of
any breach of individually identifiable information (Including but not
Ihnited to PHI, and referred to hereinafter as "Individually Identifiable
Information") that, If misused, disclosed, lost or stolen, Covered Entity
believes would trigger an obligation under one or more State data
breach notification laws (each a "State Breach") to notify the individuals
who are the subject of the information. Business Associate agrees that
in the event any Individually Identifiable information is lost, stolen, used
or disclosed in violation of one or more State data breach notification
laws, Business Associate shall promptly. 01 cooperate and assist
Covered Entity with any investigation into any State Breach or alleged
State Breach; (I) cooperate and assist Covered Entity with any
investigation into any State Breach or alleged State Breach conducted
by any State Attorney General or State Consumer Affairs Department
(or their respective agents); (in) comply with Covered Entity's
determinations regarding Covered Entity's and Business Associate's
obligations to mitigate to the extent practicable any potential harm to the
individuals impacted by the State Breach; and (iv) assist with the
implementation of any decision by Covered Entity or any State agency,
including any State Attorney General or State Consumer Affairs
Department (or their respective agents), to notify individuals impacted or
potentially Impacted by a State Breach.
C. Breach Indemnification. Business Associate shall indemnify, defend and
hold,Covered Entity and its officers, directors, employees, agents,
successors and assigns harmless, from and against all reasonable
losses, claims, actions, demands, liabiliitiees, damages, costs and
expenses (including cxasis of judgments, settlements, court costs and
reasonable attomeys' fees actually incurred) (collectively, "Information
Disclosure Claims") arising from or related to. 01 the use or disclosure of
Individually Identifiable Information (including PHI) by Business
Associate In violation of the terns of this Agreement or applicable law,
and (ii) whether in oral, paper or electronic media, any HIPAA Breach of
unsecured PHI andlor State Breach of Individually Identifiable
Information by Business Associate. If Business Associate assumes the
defense of an information Disclosure Claim, Covered Entity shall have
the right, at its expense and without indemnification notwithstanding the
previous sentence, to participate in the defense of such Information
1&52031135213 6
Disclosure Claim. Business Associate shag not take any final action
with respect to any Informatbn Disclosure Claim without the prior written
consent of Covered, Entity. Covered Entity likewise shall not take any
final action with respect to any Information Disclosure Claim without the
prior written consent of Business Associate. To the extent permitted by
law and except when caused by an act of Covered Entity or resulting
from a disclosure to a Recipient required or directed by Covered Entity
to receive the Information, Business Associate shall be fully liable to
Covered Entity for any acts, failures or omissions of Recipients � In
furnishing the services as if they were the Business Associate's own
acts, failures or omissions.
10. Term and Termination.
a. This Agreement shah, con nce on the Effective'Date and shall remain
in effect until terminated in accordance with the terms of this Section 10,
Provided, however, that termination shall not affect the respective
obligations or rights of the parties arising under this Agreement prior to
the effective date of termination, all of which shall continue in
accordance with thek terms,
b. Covered Entity shag have the right to terminate this Agreement for any
reason upon thirty (30) days written notice to Business Associate.
c. Covered Entity, at its sole discretion, may immediately terminate this
Agreement and shag have no further obligations to Business
Associate If any of the following events shag have occurred and be
continuing:
Business Associate fails to observe or perform any material
covenant or obligation contained in this Agreement for ten
(10) days after written notice thereof has been given to the
Business Associate by Covered Entity; or
ll. A violation by the Business Associate of any provision
of the Confidentiality Requirements or other applicable
federal or state privacy law relating to the obligations of
the Business Associate under this Agreement
d. Termination of this Agreement for either of the two reasons set forth in
Section 1 O.c above shall be cause for Covered Entity to immediately
terminate for cause any Business Arrangement pursuant to which
Business Associate is entitled to receive PHI from Covered Entity.
a. Upon the termination of all Business Arrangements, either
Party may terminate this Agreement by providing written notice
to the other Party.
16-52031135213 7
t. Upon termination of this Agreement for any reason, Business Associate
agrees either to return to Covered Entity or to destroy alil PHI received
from Covered Entity or otherwise through the performance of services
for Covered Entity, that is In the possession or control of Business
Associate or its agents. in the case of PHI which is not feasible to
"retum or destroy," Business Associate shall extend the protections of
this Agreement to such PHI and limit further uses and disclosures of
sucKPHI to those purposes that make the return or destruction
Infeasible, for so long as Business Associate maintains such PHI.
Business Associate further agrees to comply with other applicable state
or federal law, which may require a specific period of retention,
redaction, or other treatment of such PHI.
i1. Nn WaQ111p1y. PHI IS PROVIDED TO BUSINESS ASSOCIATE SOLELY ON
AN "AS IS" BASIS. COVERED ENTITY DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A
PARTICULAR PURPOSE
12. Ineligible Persom Business Associate represents and warrants to Covered
Entity that Business Associate (1) is not currently excluded, debased, or
otherwise ineligible to participate In any federal health care program as defined
In 42 U.S.C. Section 1320a-7b(f) ("the Federal Healthcare Programs"); (i) has
not been convicted of a criminal offense related to the provision of health care
Rams or services and not yet been excluded, debarred, or otherwise declared
Ineligble to participate in the Federal Healthcare Programs, and (ui) is not
under investigation or otherwise aware of any circumstances which may result
in Business Associate being excluded from participation in the Federal
Healthcare Programs. This shall be an ongoing representation and warranty
during the term of this Agreement, and Business Associate shall immediately
nobly Covered Entity of any change In the status of the representations and
warranty set forth in this section. Any breach of this section shall give Covered
Entity the right to terminate this Agreement immediately for cause.
13. Miscellaneous.
a. Notice. All notices, requests, demands and other communications
required or permitted to be given or made under this Agreement shall
be in writing, shall be effective upon receipt or attempted delivery, and
shall be sent by (i) personal delivery; (i) certified or registered United
States mail, return receipt requested; or (10) overnight delivery service
with proof of delivery. Notices shall be sent to the addresses below.
Neither party shall refuse delivery of any notice hereunder.
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If to Covered Entity:
Compliance Office
HBFD Privacy Officer
2000 Main Street
Huntington Beach, CA 9260
If to Business Associate:
ImageTrend, Inc.
Attn. Michael J. McBrady
20855 Kensington Blvd.
Lakeville. MN 55044
14. Waiver. No provision of this Agreement or any bread thereof shall be
deemed waived unless such waiver is in writing and signed by the Party
claimed to have waived such provision or breach. No waiver of a breach shall
constitute a waiver of or excuse any different or subsequent breach.
15. Assignment Neither Party may assign (whether by operation or law or
otherwise) any of its rights or delegate or subcontract any of its obligations
under this Agreement without the prior written consent of the other Party.
Notwithstanding the foregoing, Covered Entity shall have the right to assign its
rights and obligations hereunder to any entity that is an affiliate or successor of
Covered Entity, without the prior approval of Business Associate.
16. Severabiiity. Any provision of this Agreement that Is determined to be invalid
or unenforceable will be ineffective to the extent of such determination without
Invalidating the remaining provisions of this Agreement or affecting the validity
or enforceability of such remaining provisions.
17, Entire Agreemen. This Agreement constitutes the complete agreement
between 'Business Associate and Covered Entity relating to the matters
specified in this Agreement, and supersedes all prior representations or
agreements, whether oral or written, with respect to such matters. In the event
of any conflict between the terms of this Agreement and the terms of the
Business Arrangements or any such later agreement(s), the terms of this
Agreement shall control unless the terms of such Business Arrangements are
more strict with respect to PHI and comply with the Confidentiality
Requirements, or the parties specifically otherwise agree In writing. No oral
modification or waiver of any of the provisions of this Agreement shall be
binding on either Party; provided, however, that upon the enactment of any
law, regulation, court decision or relevant government publication and/or
interpretive guidance or policy that the Covered Entity believes in good faith
will adversely impact the use or disclosure of PHI under this Agreement,
Covered Entity may amend the Agreement to comply with such law,
regulation, court decision or government publication, guidance or policy by
delivering a written amendment to Business Associate which shall be effective
16-5203/135213 9
thirty (30) days after receipt. No obligation on either Party to enter into any
transaction is to be implied from the execution or delivery of this Agreement.
This Agreement is for the benefit of, and shall be binding upon the parties,
their affiliates and respective successors and assigns. No third party shall be
considered a third -party beneficiary under this Agreement, nor shall any third
party have any rights as a result of this Agreement.
18, Govemino Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the state in which Covered Entity is located,
excluding its conflicts of laws provisions. Jurisdiction and venue for any
dispute relating to this Agreement shall exclusively rest with the state and
federal courts in the county in which Covered Entity is located
19. Eouitable Rollef. The parties understand and acknowledge that any
disclosure or misappropriation of any PHI in violation of this Agreement will
cause the other irreparable harm, the amount of which may be difficult to
ascertain, and therefore agrees that the injured party shall have the right to
apply to a court of competent jurisdiction for specific performance and/or an
order restraining and enjoining any such further disclosure or breach and for
such other relief as the injured party shall deem appropriate. Such right is to
be in addition to the remedies otherwise available to the,parties at law or in
equity. Each party expressly waives the defense that a remedy in damages
will be adequate and further waives any requirement in an action for specific
performance or Injunction for the posting of a bond.
20. Nature of Agreement: independent Contractor. Nothing in this Agreement
shall be construed to create (i) a partnership, joint venture or other joint
business relationship between the parties or any of their affillates, or pi) a
relationship of employer and employee between the parties. Business
Associate is an independent contractor, and not an agent of Covered Entity.
This Agreement does not express or imply any commitment to purchase or sell
goods or services.
21. Counteroarts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document. In making proof of this
Agreement, it shall not be necessary to produce or account for more than
one such counterpart executed by the party against whom enforcement of
this Agreement is sought Signatures to this Agreement transmitted by
facsimile transmission, by electronic mail In portable document foment (".pdr)
form, or by any other electronic means; intended to preserve the original
graphic and pictorial appearance of a document, will have the same force
and effect as physical execution and delivery of the paper document bearing
the original signature.
16-52031135213 10
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.
BUSINESS ASSOCIATE: COVERED ENTITY'
IMAGETREND, INC CITY OF HUNTINGTON BEACH,
/6 A „ A M _.d A a mug4pal corporationjof_the State of California
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ITS: { ' one) Cha an resi ce
Presid
APPROVED AS TO
By'
print name
ITS: (circle one) SecmtaqlCbIeLQnanc7taI A quo fA 'L Wo
Officer/Asst. Secretary - masurer
16-5203/135213 11