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HomeMy WebLinkAboutContract #: 1776 - From: 10-01-2024 To: 09-30-2027 - Comstar LLC - Fire CONTRACT NO, VENDOR NO. 585 SERVICEI THIS CONTRACT made and entered into this day of September, 2024, y and between Comstar, LLC, a domestic profit corporation duly authorized by law and having a principal place of business t 8 Turcotte Memorial Drive, Rowley, Massachusetts 01969, hereinafter called "CONTRACTOR", and the and the TOWN of North Andover, ("TOWN") a municipal corporation duly established by law and located at 120 Main Street, North Andover, Essex County, Commonwealth of Massachusetts. WHEREAS, the TOWN issued its Request for Proposals dated July 1 , 2024 for ambulance billing services, and; WHEREAS, the CONTRACTOR represents that it is duly qualified in this field, and has agreed to perform the services requested by the TOWN; and WHEREAS, the TOWN has accepted the CONTRACTOR'S proposal subject to the conditions and agreements herein contained; NOW,THEREFORE, IT IS AGREED by and between the Parties as follows: -1- The CONTRACTOR agrees that it will provide ambulance billing services as described in accordance with the Request for Proposals, Specifications, and the Bid. The Request for Proposals, the Specifications, the Bid, all required Certifications, all Insurance Binders, and the Schedule of Minimum Wage Rates, are incorporated herein and made a part of this CONTRACT. The CONTRACTOR will report to the signatory Department Head of this CONTRACT. -2- The Contract Period will commence on October 1, 2024 and terminating September 3D, 2027. Any extensions of time must be by written NOTICE per paragraph 21 from the TOWN, and are at the sole discretion of the TOWN. - - Payments under this CONTRACT shall not exceed three percent ( %) of net funds collected. This Contract is expressly subject to and contingent upon an appropriation of funds. - - The TOWN agrees to use best efforts to pay for services within thirty (30) days of receiving an invoice, so long as all services provided are sufficiently detailed in the invoice, and that the invoice has filed with the contracting department. Any payment under this Contract shall not constitute or be deemed a waiver, relinquishment, release, or abandonment of any claim which the TOWN may have against the CONTRACTOR for breach of this Contract. -5- The CONTRACTOR agrees that no obligation shall be considered to have incurred under this CONTRACT unless and until a purchase order shall have been duly issued and approved.And further, that the obligation incurred shall be limited to the amount set forth in purchase order or purchase orders duly issued and approved. - - The CONTRACTOR states that it is qualified, and is in all relevant aspects, in good standing. The CONTRACTOR certifies that performance under this Contract will meet ethical business standards and good stewardship of taxpayer and public funding to prevent waste or abuse. -7- The CONTRACTOR shall at all times during the Contract maintain in full force and effect Employer's Liability, Worker's Compensation (MGL c.152), Public Liability, and Property Damage Insurance, including contractual liability coverage. All insurance shall be for policy limits acceptable to the TOWN; all required insurance shall be certified by a duly authorized representative of the insurers on the " II " or " CO " Certificate of Insurance form (incorporated into and made a part of this agreement); and before commencement of work hereunder the CONTRACTOR agrees to furnish the TOWN with certificate(s) of insurance or other evidence satisfactory to the TOWN. The certificates shall contain the following express obligations: "In the event of cancellation or material change in a policy affecting the certificate holder, thirty (30) days prior written notice will be given the certificate holder. Where notice is not provided by CONTRACTOR's insurer, the notice will be provided by the CONTRACTOR." The TOWN shall be named as an additional insured under each policy or policies, except Workers' Compensation. For the purpose of the Contract,the CONTRACTOR shall carry the following types of insurance in at least the limits specified below. Workers' Compensation—the required statutory amount Employer's Liability—$500,000 Bodily Injury& Property Damage Liability Except Automobile—$500,000 Automobile Bodily Injury & Property Damage Liability—$1,000,000 combined single limit for each accident. Excess Umbrella Liability—$1,000,000 for each occurrence -8- It is further agreed by the CONTRACTOR that, in the event the TOWN is sued in a court of law or equity, or demand is made upon the TOWN for payment of any damages arising out of the CONTRACTOR'S performance or non-performance of this Contract,then the CONTRACTOR,without reservation, shall indemnify and hold harmless the TOWN against any and all claims arising out of the CONTRACTOR'S performance or non-performance of the CONTRACT. To the full extent permitted by law, no official, employee, agent or representative of the TOWN of North Andover shall be individually or personally liable on any obligation of the TOWN under this Contract. - - This Contract is subject to all laws of the Commonwealth of Massachusetts,federal, state and local, which are applicable to this Contract or work with a public entity; and it is presumed that the CONTRACTOR is cognizant thereof.Any and all proceedings or actions relating to the subject matter herein shall be brought and maintained in the courts of the Commonwealth, which shall have exclusive jurisdiction thereof. This paragraph shall not be construed to limit any other legal rights of the parties. _10- The CONTRACTOR agrees to comply with all the provisions of General Laws, Chapter 30B and all related sections, including amendments thereto, in performing all work under this CONTRACT, and the provisions of said sections are made a part of this CONTRACT and are to be considered as covenants, terms and conditions hereof as though all the provisions were specifically incorporated herein, and the provisions of the said sections shall apply even though it may appear they are not applicable to the work of the type to be performed under this CONTRACT. _11- The CONTRACTOR will carry out the obligations of this Contract in full compliance with all of the requirements imposed by or pursuant to General Laws c.151, §1, et seq. (Minimum Wage Law) and any executive orders, rules, regulations,and requirements of the Commonwealth of Massachusetts as they may from time to time be amended. The CONTRACTOR will, if applicable, comply with the wage rates as determined by the Commissioner of the Department of Labor and Industries, under the provisions of General Laws c.149 (Prevailing Wage), and shall be in force and as amended. The CONTRACTOR will, if applicable, submit certified weekly payrolls to the TOWN in accordance with MGL c.151, §1, et seq. The wage rate schedule attached to the bid or solicitation shall be made a part of this contract, and shall continue to be the minimum rate or rates of wages during the life of the contract as updated yearly unless adjusted by the Commonwealth. The CONTRACTOR shall cause a copy of said schedule to be kept posted in a conspicuous place during the life of the contract. -12- The CONTRACTOR will carry out the obligations of this Contract in full compliance with all of the requirements imposed by or pursuant to General Laws c.151B (Law Against Discrimination) and any executive orders, rules, regulations, and requirements of the Commonwealth of Massachusetts as they may from time to time be amended. The CONTRACTOR shall comply with all federal and state laws, rules and regulations promoting fair employment practices or prohibiting employment discrimination and unfair labor practices and shall not discriminate in the hiring of any applicant for employment nor shall any qualified employee be demoted, discharged or otherwise subject to discrimination in the tenure, position, promotional opportunities, wages, benefits or terms and conditions of their employment because of race,color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation or for exercising any rights afforded by law. -13- The CONTRACTOR shall give its personal attention constantly to the faithful performance of the work and shall not assign or delegate, in whole or in part or otherwise transfer any liability, responsibility, obligation, duty or interest under this Contract without the written approval of the TOWN. -14- It is further agreed that the TOWN may terminate this CONTRACT without cause, upon fourteen (14) days' written notice to the other party, sent by certified mail, to the usual place of business of the other party. The TOWN may also terminate this CONTRACT at any time for cause. -is- The undersigned certifies under penalties of perjury that this bid or proposal has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification,the word "person"shall mean any natural person, business, partnership, corporation, union, committee, club or other organization, entity, or group of individuals. -16- It is understood and agreed by the TOWN and the CONTRACTOR that a Contract Performance Record Form must be completed on this contract by the Department Head or his designee who is supervising this contract, and such Contract Performance Record Form must be submitted to the TOWN Manager, TOWN Accountant, and Purchasing Agent prior to release of final payment under this contract. If requested by the CONTRACTOR a copy of the Contract Performance Record Form shall be furnished to the CONTRACTOR. -17- The CONTRACTOR certifies that any and all taxes and municipal fees due and owing to the TOWN of North Andover have been paid in full. -18- All fees for TOWN permits or licenses required for these services shall be waived, but any additional fees for licenses and permits shall be the responsibility of the CONTRACTOR. -19- This contract is only binding upon, and enforceable against the TOWN if: 1) the Contract is signed by the TOWN Manager or her designee; 2) and endorsed with approval of TOWN Counsel as to form. At any time during normal business hours, and as often as the TOWN may deem it reasonably necessary, there shall be available in the office of the CONTRACTOR for the purpose of audit, examination, and/or to make excerpts or transcript all records, contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. -20- This instrument, and the other components of the contract documents, constitutes the entire contract between the parties, with no agreements other than those incorporated herein. Any Amendments to this Contract must be made in writing and executed by all signatories to the original Contract, prior to the effective date of the amendment. -21- Any notice permitted or required under the provisions of this Contract to be given or served by either of the parties hereto upon the other party hereto shall be in writing and signed in the name or on the behalf of the party giving or serving the same. Notice shall be deemed to have been received at the time of actual service or three (3) business days after the date of a certified or registered mailing properly addressed. Notice to the CONTRACTOR shall be deemed sufficient if sent to the address set forth in the Contract and to the TOWN by being sent to the Town Manager, North Andover Town Hall at 120 Main Street, North Andover, Essex County, Commonwealth of Massachusetts. IN WITNESS WHEREOF, the CONTRACTORS and the said TOWN OF NORTH ANDOVER have hereto and to a duplicate and triplicate hereof, caused their corporate seals to be affixed and these presents, together with said duplicate and triplicate,to be signed in their name and behalf by their duly authorized officers the day and year first above written. APPROVED: CONTRACTORS BY 711 Melissa Murphy-Rodrigues Town Manager, North Andover Fed.I.D. or Social Security No. APPROVED AS TO FORM: TOWN OF NO TH AN OVER Christine P. O'Connor Town Counsel epartment Head y Kt'Va I To /n A untant Date:— CERTIFICATIONS CERTIFICATE OF NON-COLLUSION The undersigned certifies under penalties of perjury that our bid or proposal has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean natural person, business, partnership, corporation, committee, union, club or other organization, entity, or group of individuals. Signature: Date: LLL Print Name & Title Company Name CERTIFICATE OF TAX COMPLIANCE Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I authorized signatory for I , I I � LC Name of individual Name of contractor do hereby certify under the pains and penalties of perjury that said contractor has complied with all laws of the Commonwealth of Massachusetts, and the To of North Andover, relating totaxes, pen-nit or other fees, reporting of employees and contractors, and withholding and remitting child support. S Signature Date ignature*gZ Certificate of Authorization (NOTE: A certified vote of the corporation may be substituted for this form.) The Vendor, °121�_L LCI is: (CHECK ONE) (Name of Coiiipany(COnSLIft8fit/Corpordtinii) A. a corporation fornied and existing under the laws of the state of , and pursuant to the corporate by-laws, (Insert Name and Title of Authorized Representative) is authorized to execute contracts in the name of said corporation. Such execution of any contract or obligation in this corporation's name on its behalf by such duly authorized individual shall be valid and binding upon the corporation. B. a limited liability corn partnership fon-ned and existing under the laws of the state of 7m= and pursuant to the limited liability company agreement or partnership agreement, (Insert Name and Title of Authorized Representative) is authorized to execute contracts in the name of said company or partnership. Such execution of any contract or obligation in this company or partnership's name on its behalf by such duly authorized individual shall be valid and binding upon the company or partnership. C. is a sole proprietorship owned an operated exclusively by the undersigned. (Insert Name and Title of Authorized Representative) Execution of any contract or obligation in this sole proprietorship's name by such duly authorized individual shall be valid and binding. 1 4,z,//X Signature:_ (Must be signed by Corporate Officer, Partner, or Sole Proprietor) Print Name of Above Title -rl-3_2H Date Business Associate Agreement This Agreement is made effective the 1" of October, 2024, by and between the Town of North Andover, hereinafter referred to as "Covered Entity", and Comstar, hereinafter referred to as "Business Associate". WITNESSETH: WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, known as "the Administrative Simplification provisions," direct the Department of Health and Human Services to develop standards to protect the security, confidentiality and integrity of health information; and WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and Human Services issued regulations modifying 45 CFR Parts 160 and 164 (the "HIP AA Security and Privacy Rule"); and WHEREAS, the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5), pursuant to Title XIII of Division A and Title IV of Division B, called the "Health Information Technology for Economic and Clinical Health" ("HITECH") Act, provides modifications to the HIP AA Security and Privacy Rule (hereinafter, all references to the "HIP AA Security and Privacy Rule" are deemed to include all amendments to such rule contained in the HITECH Act and any accompanying regulations, and any other subsequently adopted amendments or regulations); and WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangement, Business Associate may be considered a "business associate" of Covered Entity as defined in the HIP AA Security and Privacy Rule (the agreement evidencing such arrangement is entitled Ambulance Billing Agreement. WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in fulfilling its responsibilities under such arrangement; THEREFORE, in consideration of the Parties' continuing obligations under the Arrangement Agreement, compliance with the HIP AA Security and Privacy Rule, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree to the provisions of this Agreement in order to address the requirements of the NIP AA Security and Privacy Rule and to protect the interests of both Parties. I. DEFINITIONS Except as otherwise defined herein, any and all capitalized terms in this Section shall have the definitions set forth in the HIP AA Security and Privacy Rule. In the event of an inconsistency between the provisions of this Agreement and mandatory provisions of the HIP AA Security and Privacy Rule, as amended, the HIP AA Security and Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the HIP AA Security and Privacy Rule, but are nonetheless permitted by the HIPAA Security and Privacy Rule, the provisions of this Agreement shall control. The term "Protected Health Information" means individually identifiable health information including, without limitation, all information, data, documentation, and materials, including without limitation, demographic, medical and financial information, that relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. "Protected Health Information" includes without limitation "Electronic Protected Health Information" as defined below. The term "Electronic Protected Health Information" means Protected Health Information which is transmitted by Electronic Media (as defined in the HIP AA Security and Privacy Rule) or maintained in Electronic Media. Business Associate acknowledges and agrees that all Protected Health Information that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording, and electronic display by Covered Entity or its operating units to Business Associate or is created or received by Business Associate on Covered Entity's behalf shall be subject to this Agreement. II. CONFIDENTIALITY AND SECURITY REQUIREMENTS (a) Business Associate agrees: (i) to use or disclose any Protected Health Information solely: (1) for meeting its obligations as set forth in any agreements between the Parties evidencing their business relationship, or (2) as required by applicable law, rule or regulation, or by accrediting or credentialing organization to whom Covered Entity is required to disclose such information or as otherwise permitted under this Agreement, the Arrangement Agreement (if consistent with this Agreement and the HIPAA Security and Privacy Rule), or the HIP AA Security and Privacy Rule, and (3) as would be permitted by the HIP AA Security and Privacy Rule if such use or disclosure were made by Covered Entity. All such uses and disclosures shall be subject to the limits set forth in 45 CFR § 164.514 regarding limited data sets and 45 CFR § 164.502(b) regarding the minimum necessary requirements; (ii) to ensure that its agents, including a subcontractor, to whom it provides Protected Health Information received from or created by Business Associate on behalf of Covered Entity, agrees to the same restrictions and conditions that apply to Business Associate with respect to such information, and agrees to implement reasonable and appropriate safeguards to protect any of such information which is Electronic Protected Health Information. In addition, Business Associate agrees to take reasonable steps to ensure that its employees' actions or omissions do not cause Business Associate to breach the terms of this Agreement; (iv) Business Associate shall, following the discovery of a breach of unsecured PHI, as defined in the HIT Act or accompanying regulations, notify the covered entity of such breach pursuant to the terms of 45 CFR § 164.410 and cooperate in the covered entity's breach analysis procedures, including risk assessment, if requested. A breach shall be treated as discovered by Business Associate as of the first day on which such breach is known to Business Associate or, by exercising reasonable diligence, would have been known to Business Associate. Business Associate will provide such notification to Covered Entity without unreasonable delay and in no event later than 30 calendar days after discovery of the breach. Such notification will contain the elements required in 45 CFR § 164.410; and (v) Business Associate will, pursuant to the HITECH Act and its implementing regulations, comply with all additional applicable requirements of the Privacy Rule, including those contained in 45 CFR §§ 164.502(e) and 164.504(e)(1)(ii), at such time as the requirements are applicable to Business Associate. Business Associate will not directly or indirectly receive remuneration in exchange for any PHI, subject to the exceptions contained in the HITECH Act, without a valid authorization from the applicable individual. Business Associate will not engage in any communication which might be deemed to be "marketing" under the HITECH Act. In addition, Business Associate will, pursuant to the HITECH Act and its implementing regulations, comply with all applicable requirements of the Security Rule, contained in 45 CFR §§ 164.308, 164.310, 164.312 and 164.316, at such time as the requirements are applicable to Business Associate. (b) Notwithstanding the prohibitions set forth in this Agreement, Business Associate may use and disclose Protected Health Information as follows: (i) if necessary, for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that as to any such disclosure, the following requirements are met: (A) the disclosure is required by law; or (B) Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached; (ii) for data aggregation services, if to be provided by Business Associate for the health care operations of Covered Entity pursuant to any agreements between the Parties evidencing their business relationship. For purposes of this Agreement, data aggregation services means the combining of Protected Health Information by Business Associate with the protected health information received by Business Associate in its capacity as a business associate of another covered entity, to permit data analyses that relate to the health care operations of the respective covered entities. (c) Business Associate will implement appropriate safeguards to prevent use or disclosure of Protected Health Information other than as permitted in this Agreement. Business Associate will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of any Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of Covered Entity as required by the HIP AA Security and Privacy Rule, (d) The Secretary of Health and Human Services shall have the right to audit Business Associate's internal practices, books and records related to use and disclosure of Protected Health Information to ensure both Covered Entity's and Business Associate's compliance with the terms of the HIPAA Security and Privacy Rule. (e) Business Associate shall report to Covered Entity any use or disclosure of Protected Health Information which is not in compliance with the to of this Agreement of which it becomes aware. Business Associate shall report to Covered Entity any Security Incident of which it becomes aware. For purposes of this Agreement, "Security Incident" means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. In addition, Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement. M Business Associate shall comply with the applicable provisions of the HIP AA Security Rule (g) Business Associate shall report any use or disclosure of protected health information (PHI) not in compliance with the agreement, specifically including breaches of unsecured PHI. (h) Should a breach occur, the Business Associate must give notice to the affected individual (in addition to the covered entity) of any breach involving unsecured PHI W Business Associate shall execute a BAA with any subcontractor or sub-vendor that handles, discloses, or otherwise uses the covered entity's PHI To the extent the Business Associate carries out any of the covered entity's obligations under the Privacy Rule(e.g., distributing the covered entity's Notice of Privacy Practices), the Business Associate shall comply with the applicable provisions of the HIP AA Privacy Rule. III. AVAILABILITY OF PHI Business Associate agrees to comply with any requests for restrictions on certain disclosures of Protected Health Information pursuant to Section 164.522 of the HIPAA Security and Privacy Rule to which Covered Entity has agreed and of which Business Associate is notified by Covered Entity. Business Associate agrees to make available Protected Health Information to [Covered Entity or to the individual or the individual's designee] in a designated record set to the extent and in the manner required by Section 164.524 of the HIPAA Security and Privacy Rule. If Business Associate maintains Protected Health Information electronically, it agrees to make such Protected Health Information electronically available to the applicable individual. Business Associate agrees to make Protected Health Information available for amendment and incorporate any amendments to Protected Health Information as directed or agreed to by Covered entity in accordance with the requirements of Section 164.526 of the HIPAA Security and Privacy Rule, and to take all other measures needed to satisfy Covered Entity's obligations under Section 164.526 of the HIP AA Security and Privacy Rule. In addition, Business Associate agrees to make Protected Health Information available to [Covered Entity or to the individual or the individual's designee]for purposes of accounting of disclosures, as required by Section 164.528 of the HIP AA Security and Privacy Rule and Section 13405(c)(3) of the HIT Act. Business Associate and Covered Entity shall cooperate in providing any accounting required on a timely basis. I . TERM AND TERMINATION (a) The term of this Agreement shall commence on Effective Date set forth above and shall continue in full force and effect for so long as the Ambulance Billing Agreement continues in full force and effect, or until terminated in accordance with paragraph (b) of this Section, which is sooner. (b) Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to terminate this Agreement and the Ambulance Billing Agreement immediately if Covered Entity determines that Business Associate has violated any material to of this Agreement and Business Associate has not cured the breach or ended the violation within the time specified by Covered Entity. Notwithstanding the foregoing, Covered Entity agrees that it shall not terminate this Agreement without first providing Business Associate a reasonable period of time to cure any breach or end any violation. (c) Upon termination of this Agreement for any reason, business associate shall return to Covered Entity or destroy all Protected Health Information received from Covered Entity, or created, maintained or received by Business Associate on behalf of Covered Entity that Business Associate still maintains in any form, Business Associate shall retain no copies of such information. If the return or destruction of certain Protected Health Information is not feasible, Business Associate will extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information not feasible. (d) The obligations of Business Associate under this section shall survive the termination of this Agreement. V. MISCELLANEOUS Except as expressly stated herein or the HIPAA Security and Privacy Rule, the Parties to this Agreement do not intend to create any rights in any third parties. The obligations of Business Associate under this Section shall survive the expiration, termination, or cancellation of this Agreement, the Arrangement Agreement and/or the business relationship of the Parties, and shall continue to bind Business Associate, its agents, employees, contractors, successors, and assigns as set forth herein. This Agreement may be amended or modified only in a writing signed by the Parties. The Parties No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. None of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and any other agreements between the Parties evidencing their business relationship. This Agreement will be governed by the laws of the State of Massachusetts. No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. The Parties agree that, in the event that any documentation of the arrangement pursuant to which Business Associate provides services to Covered Entity contains provisions relating to the use or disclosure of Protected Health Information which are more restrictive than the provisions of this Agreement, the provisions of the more restrictive documentation will control. The provisions of this Agreement are intended to establish the minimum requirements regarding Business Associate's use and disclosure of Protected Health Information.i In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the provisions of this Agreement will remain in full force and effect. In addition, the Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary to remain in compliance with the requirements of the HIP AA Security and Privacy Rule and any other applicable law. In the event a Party believes in good faith that any provision of this Agreement fails to comply with the then-current requirements of the HIP AA Security and Privacy Rule, including any then-current requirements of the HITECH Act or its regulations, such Party shall notify the other Party in writing. For a period of up to thirty days, the Parties shall address in good faith such concern and amend the terms of this Agreement, if necessary to bring it into compliance. If, after such thirty-day period, the Agreement fails to comply with the HIP AA Security and Privacy Rule, including the HITECH Act, then either Party has the right to terminate upon written notice to the other Party. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. COVERED ENTITY: BUSINESS ASSOCIATE: By:Azn__� By: Title: Title: Manager