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Home My WebLink AboutDigitech Computer, Inc. - Professional Svcs Agmnt - 5/13/19BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("this Agreement") is entered into between City of Waterloo, Iowa ("Covered Entity") and Digitech Computer LLC, on behalf of itself and its subsidiaries and affiliates (collectively, "Business Associate"), effective as of July 1, 2019, or such other date as the Agreement is executed by both parties (the "Effective Date"). WHEREAS, Covered Entity and Business Associate have entered into, or plan to enter into, an arrangement (the "Underlying Agreement") pursuant to which Business Associate may provide services for Covered Entity that require Business Associate to access, collect, create and use Protected Health Information ("PHI") that is confidential under state and/or federal law; and WHEREAS, Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed by Covered Entity to Business Associate, or collected or created by Business Associate, in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), and the regulations promulgated there under, including, without limitation, the regulations codified at 45 CFR Parts 160 and 164 ("HIPAA Regulations"); the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009, and its implementing regulations and guidance issued by the Secretary of the Department of Health and Human Services (the "Secretary") (the "HITECH Act"); and other applicable state and federal laws, all as amended from time to time, including as amended by the Final Rule issued by the Secretary on January 17, 2013 titled "Modifications to the HIPAA Privacy, Security, Enforcement, and Breach Notification Rules under the Health Information Technology for Economic and Clinical Health Act and the Genetic Information Nondiscrimination Act; Other Modifications to the HIPAA Rules"; and WHEREAS, the HIPAA Regulations require Covered Entity to enter into an agreement with Business Associate meeting certain requirements with respect to the Use and Disclosure of PHI, which are met by this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein and the exchange of information pursuant to this Agreement, the patties agree as follows: 1. Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to them in the HIPAA Regulations or the HITECH Act, as applicable unless otherwise defined herein. 2. Obligations of Business Associate. a. Permitted Uses and Disclosures. Business Associate shall only Use or Disclose PHI for the purposes of (i) performing Business Associate's obligations under the Underlying Agreement and as permitted by this Agreement; or (ii) as permitted or Required By Law; or (iii) as otherwise permitted by this Agreement. Business Associate shall not Use or further Disclose PHI other than as permitted or required by this Agreement or as Required By Law. Further, Business Associate shall not Use or Disclose PHI in any manner that would constitute a violation of the HIPAA Regulations or the HITECH Act if so used by Covered Entity, except that Business Associate may Use PHI (i) for the proper management and administration of Business Associate; and (ii) to carry out the legal responsibilities of Business Associate. Business Associate may Disclose PHI for the proper management and administration of Business Associate, to carry out its legal responsibilities or for payment purposes as specified in 45 CFR § 164.506(c)(1) and (3), including but not limited to disclosure to a business associate on behalf of a covered entity or health care provider for payment purposes of such covered entity or health care provider, with the expectation that such parties will provide reciprocal assistance to Covered Entity, provided that with respect to any such Disclosure either: (i) the Disclosure is Required By Law; or (ii) for permitted Disclosures when Required By Law, Business Associate shall obtain a written agreement from the person to whom the PHI is to be Disclosed that such person will hold the PHI in confidence and will not use and further disclose such PHI except as Required By Law and for the purpose(s) for which it was Disclosed by Business Associate to such person, and that such person will notify Business Associate of any instances of which it is aware in which the confidentiality of the PHI has been breached. b. Appropriate Safeguards. Business Associate shall implement administrative, physical and technical safeguards that (i) reasonably and appropriately protect the confidentiality, integrity and availability of electronic PHI that it creates, receives, maintains or transmits on behalf of Covered Entity; and (ii) prevent the Use or Disclosure of PHI other than as contemplated by the Underlying Agreement and this Agreement. Business Associate shall maintain a comprehensive written information privacy and security program that includes administrative, physical, and technical safeguards appropriate to the size and complexity of the Business Associate's operations and the nature and scope of its activities. Use and disclosure of de -identified PHI is not permitted by this Agreement without the prior written consent of Covered Entity. c. Compliance with Security Provisions. Business Associate shall: (i) implement and maintain administrative safeguards as required by 45 CFR § 164.308, physical safeguards as required by 45 CFR § 164.310 and technical safeguards as required by 45 CFR § 164.312; (ii) implement and document reasonable and appropriate policies and procedures as required by 45 CFR § 164.316; and (iii) be in compliance with all requirements of the HITECH Act related to security and applicable as if Business Associate were a "covered entity," as such term is defined in HIPAA. d. Compliance with Privacy Provisions. Business Associate shall only Use and Disclose PHI in compliance with each applicable requirement of 45 CFR § 164.504(e). Business Associate shall comply with all requirements of the HITECH Act related to privacy and applicable as if Business Associate were a "covered entity," as such term is defined in HIPAA. To the extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, Business Associate shall comply with the requirements of Subpalt E that apply to Covered Entity in the performance of such obligation(s). e. Duty to Mitigate. Business Associate agrees to mitigate, to the extent practicable and mandated by law, any harmful effect that is known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of the requirements of this Agreement. f. Encryption. To facilitate Business Associate's compliance with this Agreement and to assure adequate data security, Covered Entity agrees that all PHI provided or transmitted to Business Associate shall be provided or transmitted in a manner which renders such PHI unusable, unreadable or indecipherable to unauthorized persons, through the use of 2 a technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2) of the HITECH Act. Covered Entity acknowledges that failure to do so could contribute to or permit a Breach requiring patient notification under the HITECH Act and further agrees that Business Associate shall have no liability for any Breach caused by such failure. 3. Reporting. a. Security Incidents and/or Unauthorized Use or Disclosure. Business Associate shall report by telephone to Covered Entity a successful Security Incident or any Use and/or Disclosure of PHI other than as provided for by this Agreement or permitted by applicable law within a reasonable time of becoming aware of such Security Incident and/or unauthorized Use or Disclosure (Business Associate will use its best efforts to report to Covered Entity within 12 hours, but in no event later than 5 days thereafter), in accordance with the notice provisions set forth herein. Business Associate shall take (i) prompt action to cure any such deficiencies as reasonably requested by Covered Entity, and (ii) any action pe 1 iaining to such Security Incident and/or unauthorized Use or Disclosure required by applicable federal and state laws and regulations. If such successful Security Incident or unauthorized Use or Disclosure results in a Breach as defined in the HITECH Act, then Covered Entity shall comply with the requirements of Section 3.b below. b. Breach of Unsecured PHI. The provisions of this Section 3.b are effective with respect to the Discovery of a Breach of Unsecured PHI occurring on or after September 23, 2009. With respect to any unauthorized acquisition, access, Use or Disclosure of Covered Entity's PHI by Business Associate, its agents or subcontractors, Business Associate shall (i) investigate such unauthorized acquisition, access, Use or Disclosure; (ii) determine whether such unauthorized acquisition, access, Use or Disclosure constitutes a reportable Breach under the HITECH Act; and (iii) document and retain its findings under clauses (i) and (ii). If Business Associate Discovers that a reportable Breach has occurred, Business Associate shall notify Covered Entity of such reportable Breach in writing within thirty (30) days of the date Business Associate Discovers such Breach. Business Associate shall be deemed to have discovered a Breach as of the first day that the Breach is either known to Business Associate or any of its employees, officers or agents, other than the person who committed the Breach, or by exercising reasonable diligence should have been known to Business Associate or any of its employees, officers or agents, other than the person who committed the Breach. To the extent the information is available to Business Associate, Business Associate's written notice shall include the information required by 45 CFR § 164.410(c). Business Associate shall promptly supplement the written report with additional information regarding the Breach as it obtains such information. Business Associate shall cooperate with Covered Entity in meeting Covered Entity's obligations under the HITECH Act with respect to such Breach. 4. Business Associate's Agents. To the extent that Business Associate uses one or more subcontractors or agents to provide services and such subcontractors or agents receive or have access to PHI, Business Associate shall sign an agreement with such subcontractors or agents containing substantially the same provisions as this Agreement (the "Subcontractors Agreement") and further identifying Covered Entity as a third party beneficiary with rights of enforcement and indemnification from such subcontractors or agents in the event of any violation of the Subcontractors Agreement. Business Associate shall implement and maintain sanctions against agents and subcontractors that violate such restrictions. 3 5. Rights of Individuals. a. Access to PHI. Within ten (10) days of receipt of a request by Covered Entity, Business Associate shall make PHI maintained in a Designated Record Set available to Covered Entity or, as directed by Covered Entity, to an Individual to enable Covered Entity to fulfill its obligations under 45 CFR § 164.524. Subject to Section 5.b below, (i) in the event that any Individual requests access to PHI directly from Business Associate in connection with a routine billing inquiry, Business Associate shall directly respond to such request in compliance with 45 CFR § 164.524; and (ii) in the event such request appears to be for a purpose other than a routine billing inquiry, Business Associate shall forward a copy of such request to Covered Entity and shall fully cooperate with Covered Entity in responding to such request. In either case, a denial of access to requested PHI shall not be made without the prior written consent of Covered Entity. b. Access to Electronic Health Records. If Business Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity with respect to PHI, then, to the extent an Individual has the right to request a copy of the PHI maintained in such Electronic Health Record pursuant to 45 CFR § 164.524 and makes such a request to Business Associate, Business Associate shall provide such Individual with a copy of the information contained in such Electronic Health Record in an electronic format and, if the Individual so chooses, transmit such copy directly to an entity or person designated by the Individual. Business Associate may charge a fee to the Individual for providing a copy of such information, but such fee may not exceed Business Associate's labor costs in responding to the request for the copy. The provisions of 45 CFR § 164.524, including the exceptions to the requirement to provide a copy of PHI, shall otherwise apply and Business Associate shall comply therewith as if Business Associate were the "covered entity," as such term is defined in HIPAA. At Covered Entity's request, Business Associate shall provide Covered Entity with a copy of an Individual's PHI maintained in an Electronic Health Record in an electronic format and in a time and manner designated by Covered Entity in order for Covered Entity to comply with 45 CFR § 164.524, as amended by the HITECH Act. c. Amendment of PHI. Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 at the request of Covered Entity or an Individual, and in the time and manner designated by Covered Entity, but in case in more than 10 days from the date of receipt of such request. If any individual requests an amendment of PHI directly from Business Associate, Business Associate must notify Covered Entity in writing within 5 days of the request. A denial of amendment of PHI maintained by Business Associate or its agents or subcontractors shall not be made without the prior written consent of Covered Entity. d. Accounting Rights. This Section 5.d is subject to Section 5.e below. Within 10 days of notice by Covered Entity of a request, Business Associate shall make available to Covered Entity, in response to a request from an Individual, information required for an accounting of disclosures of PHI with respect to the Individual, in accordance with 45 CFR § 164.528, incorporating exceptions to such accounting designated under such regulation. Such 4 accounting is limited to disclosures that were made in the six (6) years prior to the request and shall not include any disclosures that were made prior to the compliance date of the HIPAA Regulations. Business Associate shall provide such information as is necessary to provide an accounting within ten (10) days of Covered Entity's request. Such accounting must be provided without cost to the Individual or to Covered Entity if it is the first accounting requested by an Individual within any twelve (12) month period; however, a reasonable, cost - based fee may be charged for subsequent accountings if Business Associate informs Covered Entity and Covered Entity informs the Individual in advance of the fee, and the Individual is 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. e. Accounting of Disclosures of Electronic Health Records. The provisions of this Section 5.e shall be effective on the date specified in the HITECH Act. If Business Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity, then, in addition to complying with the requirements set forth in Section 5.d above, Business Associate shall maintain an accounting of any Disclosures made through such Electronic Health Record for Treatment, Payment and Health Care Operations, as applicable. Such accounting shall comply with the requirements ofthe HITECH Act. Upon request by Covered Entity, Business Associate shall provide such accounting to Covered Entity in the time and manner specified by Covered Entity and incompliance with the HITECH Act. Alternatively, if Covered Entity responds to an Individual's request for an accounting of Disclosures made through an Electronic Health Record by providing the requesting Individual with a list of all business associates acting on behalf of Covered Entity, then Business Associate shall provide such accounting directly to the requesting Individual in the time and manner specified by the HITECH Act. f. Agreement to Restrict Disclosure. If Covered Entity is required to comply with a restriction on the Disclosure of PHI pursuant to Section 13405 of the HITECH Act, then Covered Entity shall, to the extent necessary to comply with such restriction, provide written notice to Business Associate of the name of the Individual requesting the restriction and the PHI affected thereby. Business Associate shall, upon receipt of such notification, not Disclose the identified PHI to any health plan for the purposes of carrying out Payment or Health Care Operations, except as otherwise required by law. Covered Entity shall also notify Business Associate of any other restriction to the Use or Disclosure of PHI that Covered Entity has agreed to in accordance with 45 CPR § 164.522. 6. Remuneration and Marketing. a. Remuneration for PHI. This Section 6.a shall be effective with respect to exchanges of PHI occurring six (6) months after the date of the promulgation of final regulations implementing the provisions of Section 13405(d) of the HITECH Act. On and after such date, Business Associate agrees that it shall not, directly or indirectly, receive remuneration in exchange for any PHI of Covered Entity except as otherwise permitted by the HITECH Act. b. Limitations on Use of PHI for Marketing Purposes. Business Associate shall not Use or Disclose PHI for the purpose of making a communication about a product or service 5 that encourages recipients of the communication to purchase or use the product or service, unless such communication: (1) complies with the requirements of subparagraph (i), (ii) or (iii) of paragraph (1) of the definition of marketing contained in 45 CFR § 164.501, and (2) complies with the requirements of subparagraphs (A), (B) or (C) of Section 13406(a)(2) of the HITECH Act, and implementing regulations or guidance that may be issued or amended from time to time. Covered Entity agrees to assist Business Associate in determining if the foregoing requirements are met with respect to any such marketing communication. 7. Governmental Access to Records. Business Associate shall make its internal practices, books and records relating to the Use and Disclosure of PHI available to the Secretary for purposes of determining Covered Entity's compliance with the HIPAA Regulations and the HITECH Act. Notwithstanding the foregoing, no attorney-client, accountant -client or other legal privilege shall be deemed waived by Covered Entity or Business Associate by virtue of this section. Except to the extent prohibited by law, Business Associate agrees to notify Covered Entity of all requests served upon Business Associate for information or documentation by or on behalf of the Secretary. Business Associate shall provide to Covered Entity a copy of any PHI that Business Associate provides to the Secretary concurrently with providing such PHI to the Secretary. 8. Minimum Necessary, To the extent required by the HITECH Act, Business Associate shall limit its Use, Disclosure or request of PHI to the Limited Data Set or, if needed, to the minimum necessary to accomplish the intended Use, Disclosure or request, respectively. Effective on the date the Secretary issues guidance on what constitutes "minimum necessary" for purposes of the HIPAA Regulations, Business Associate shall limit its Use, Disclosure or request of PHI to only the minimum necessary as set forth in such guidance. 9. State Privacy Laws. Business Associate shall comply with state laws to extent that such state privacy laws are not preempted by HIPM or the HITECH Act. 10. Data Ownership. Business Associate acknowledges that Business Associate has no ownership rights with respect to PHI. 11. Business Associate's Insurance. Associate shall obtain and maintain, during the term of the Underlying Agreement and this Agreement, reasonable liability insurance covering claims based on any violation by Business Associate of the terms of this Agreement, if such insurance is reasonably available. A copy of such policy or a certificate evidencing such policy shall be provided to Covered Entity upon request. 12. Audits: Inspection and Enforcement. Within 10 days of written request by Covered Entity, Business Associate and its agents or subcontractors shall allow the Covered Entity to conduct a reasonable inspection of the facilities, systems, books, records, agreements, policies and procedures relating to the use or disclosure of PHI pursuant to this Agreement for the purpose of determining whether Business Associate has complied with this Agreement: provided, however, that (i) Business Associate and Covered Entity shall mutually agree in advance upon the scope, timing and location of such inspection; (ii) Covered Entity shall protect the confidentiality of all confidential and proprietary information of Business Associate to which Covered Entity has access during the course of such inspection; and (iii) Covered Entity shall execute a nondisclosure agreement, upon terms mutually agreed upon by the parties, if requested by Business Associate. The fact that Covered Entity inspects, or fails to inspect, or has the right to inspect, Associate's facilities, systems, books, records, agreements, policies and procedures does not relieve Business Associate of its responsibility to comply with this 6 Agreement, nor does Covered Entity's (i) failure to detect or (ii) detection, but failure to notify Business Associate or require Business Associate's remediation of any unsatisfactory practices, constitute acceptance of such practices or a waiver of Covered Entity's enforcement rights under this Agreement. 13. Termination. a. Breach by Business Associate. A breach or violation by Business Associate of any material provision of this Agreement, as determined by Covered Entity, shall constitute a material breach of this Agreement and shall be grounds for immediate termination of this Agreement and the Underlying Agreement by Covered Entity under this Agreement. If Covered Entity knows of a breach or violation of Business Associate's obligations under this Agreement, then Covered Entity shall promptly notify Business Associate. With respect to such breach or violation, Business Associate shall take reasonable steps to cure such breach or end such violation, as applicable, within the time frame specified by Covered Entity. If such steps are either not possible or are unsuccessful (in the sole judgment of Covered Entity), Covered Entity may either (i), upon written notice to Business Associate terminate this Agreement and the Underlying Agreement if feasible or (ii) if termination of this Agreement and the Underlying Agreement is not feasible, Covered Entity shall report Business Associate's breach or violation to the Secretary. Covered Entity may terminate this Agreement and the Underlying Agreement, effective immediately, if (i) Business Associate is named as a defendant in a criminal proceeding for an offense related to healthcare or (ii) a finding or stipulation that Business Associate has violated any standard or requirement of any law or regulation relating to healthcare is made in any administrative or civil proceeding in which Business Associate has been joined. b. Breach by Covered Entity. If Business Associate knows of a pattern of activity or practice of Covered Entity that constitutes a material breach or violation of Covered Entity's obligations under this Agreement, then Business Associate shall promptly notify Covered Entity. With respect to such breach or violation, Covered Entity shall take reasonable steps to cure such breach or end such violation, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Covered Entity, Business Associate may terminate its relationship with Covered Entity. c. Effect of Termination. Upon termination of this Agreement for any reason, Business Associate shall either return or destroy all PHI, as requested by Covered Entity, that Business Associate or its agents or subcontractors still maintain in any form, and shall retain no copies of such PHI. If Covered Entity requests that Business Associate return Pill, such PHI shall be returned in a mutually agreed upon format and timeframe, at no additional charge to Covered Entity. If Business Associate reasonably determines that return or destruction is not feasible, Business Associate shall continue to extend the protections of this Agreement to such PHI, and limit further uses and disclosures of such PHI to those purposes that make the return or destruction of such Pill not feasible. If Business Associate is asked to destroy the PHI, Business Associate shall destroy PHI in a manner that renders the PHI unusable, unreadable or indecipherable to unauthorized persons as specified in the HITECH Act. 14. Indemnity. Business Associate shall indemnify and hold harmless the Covered Entity as provided for in Section 11: Insurance and Indemnification of the Underlying Agreement. 7 15. Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement, HIPAA or the HITECH Act or applicable regulations will be adequate or satisfactory for Business Associate' sown purposes. Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of PHI. 16. Amendment. The parties acknowledge that state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement any new or modified standards or requirements of HIPAA, the HIPAA Regulations, the HITECH Act and other applicable laws relating to the security or confidentiality of PHI. The parties understand and agree that Covered Entity must receive satisfactory written assurance from Business associate that Business associate will adequately safeguard all PHI. Upon the request of Covered Entity, Business Associate agrees to promptly enter into negotiation concerning the terms of an amendment to this Agreement incorporating any such changes. Covered Entity may terminate this Agreement and the Underlying Agreement upon 30 days written notice in the event (i) Business Associate does not promptly enter into negotiations to amend this Agreement when requested by Covered Entity pursuant to this Section 16 or (ii) Business Associate does not enter into an amendment to this Agreement providing assurances regarding the safeguarding of HI that Covered Entity, in its sole discretion, deems sufficient to satisfy the standard and requirements of HIPAA and HITECH and their regulations. 17. Assistance in Litigation or Administrative Proceedings, Business Associate shall make itself, and any subcontractors, employees or agents assisting business Associate in the performance of its obligations under this Agreement, available to Covered Entity, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against Covered entity, its officials, officers, or employees based upon a claimed violation of HIPAA or HITECH or their regulations or other laws relating to security and privacy, except where Business Associate or its subcontractor, employee or agent is a named adverse party. 18. No Third -Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. 19. Effect on Underlying Arrangement. In the event of any conflict between this Agreement and any underlying arrangement between Covered Entity and Business Associate, the terms of this Agreement shall control. 20. Survival. The provisions of this Agreement shall survive the termination or expiration of any underlying arrangement between Covered Entity and Business Associate. 21. Interpretation. This Agreement shall be interpreted as broadly as necessary to implement and comply with HIPAA, the HIPAA Regulations and the HITECH Act. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with such laws of Iowa. 22. Governing Law. To the extent not controlled by federal law, rule or regulation, this Agreement shall be governed by and construed in accordance with the internal laws of the State of Iowa. 8 23. Notices. All notices required or permitted under this Agreement shall be in writing and sent to the other party as directed below or as otherwise directed by either party, from time to time, by written notice to the other. All such notices shall be deemed validly given upon receipt of such notice by certified mail, postage prepaid, facsimile transmission, e-mail or personal or courier delivery: If to Covered Entity: If to Business Associate: City of Waterloo Attn: Jason Hernandez 425 E. 3rd Street Waterloo, IA 50703 Email: jason.hernandez(waterloo-ia.org Digitech Computer LLC Attn: Diane Schuk 480 Bedford Road Building 600, 2nd Floor Chappaqua, NY 10514 Email: DSchuk@digitechcomputer.com IN WITNESS WHEREOF, the parties hereto have duly executed this Business Associate Agreement by their duly authorized representatives as of the Effective Date. COVERED ENTITY CITY OF WATERLOO, IOWA BY:ri,‘,—Kt-Lk 1S&. Title: C.Q 1 ©Ie 9 BUSINESS ASSOCIATE DIGITECH COMPUTER LLC By: Title: &RE' 6txr4dr�� AGREEMENT FOR AMBULANCE BILLING SERVICES This Agreement for Ambulance Billing Services (the "Agreement") is entered into on , 2019 by and between the City of Waterloo, Iowa ("CITY") and Digitech Computer LLC ("CONTRACTOR"). In consideration of the mutual promises exchanged herein, the parties agree as follows: SECTION 1: SCOPE OF SERVICES TO BE RENDERED CONTRACTOR agrees during the term of this Agreement to provide to the CITY, under the terms and conditions set forth herein, the services which are described in the Request for Proposal, Addenda (if any) and CONTRACTOR's proposal, for the fee set forth in CONTRACTOR'S proposal. Payments on all claim and invoices processed by CONTRACTOR shall be deposited to a designated lock box or otherwise handled in a manner approved by CITY. SECTION 2: CONTRACT ADMINISTRATION The CITY's Fire Chief shall be the CITY's liaison with the CONTRACTOR for the purpose of administration of the services to be performed under this Agreement. The services to be performed by the CONTRACTOR shall at all times be subject to the general supervision and approval of the CITY Fire Chief or his designee. Communications between the parties shall be verbal or in writing, as requested by the parties or as dictated by the subject matter to be addressed. SECTION 3: TERM OF CONTRACT Subject to the terms of this Agreement, the term hereof shall commence on July 1, 2019, or such sooner date following execution of this Agreement as CONTRACTOR is able to begin migrating billing activity for ambulance service calls, and shall continue until and including June 30, 2020. This Agreement shall automatically renew for up to four (4) additional terms of 12 months each, unless one party delivers to the other party a written notice of non -renewal at least 90 days before the next scheduled renewal date. The date on which this Agreement terminates due to non -renewal is the "Expiration Date". SECTION 4: PAYMENT TO CONTRACTOR FOR SERVICES CITY shall pay to CONTRACTOR, as compensation for all services and materials provided under this Agreement, an amount equal to five percent (5%) of total ambulance billing collections received via any method, including payments received directly by the CITY, payments made to the CITY's collection agency, payments made directly to the CONTRACTOR, and collections received through the State of Iowa Income Offset Program, provided that CONTRACTOR's compensation with respect to revenue received by CITY related to any state -administered Ambulance Services Supplemental Payment Program (a/k/a the Ground Emergency Medical Transportation (GEMT) program) shall be limited to two and one- half percent (2.5%) of such revenue that CITY is entitled to retain and not required to transfer to the State of Iowa or other government entity. Said payment shall be in addition to any other fees CITY is obligated to pay to any other entity or subcontractor under a separate contract between CITY and such entity or subcontractor to analyze and report costs that will help CITY realize said revenue. Payment will be made only for collections received hereunder within the previous complete month. The CITY does not guarantee that any billing will be submitted to the State of Iowa Income Offset Program. Invoices received from the CONTRACTOR will be reviewed by CITY before payment is authorized. Payment generally will be made within 30 days following the CITY's review and approval. SECTION 5: CONTRACT DOCUMENTS This Agreement shall include and be composed of: (1) this Agreement and all exhibits hereto, if any, (2) the RFP, including Responses to Requests for Clarification, addenda, and attachments to the RFP, (3) the CONTRACTOR'S proposal, and (4) the Business Associate Agreement. All documents identified in clauses (2) and (3) are hereby incorporated by reference. In the event of any conflict or inconsistency between this Agreement and the other documents comprising the Agreement, the hierarchy of precedence shall be as listed above. SECTION 6: CONVERSION AND MIGRATION OF OUTSTANDING AMBULANCE BILLING FILES Notwithstanding any terms of the RFP or the CONTRACTOR'S proposal, CONTRACTOR will be responsible for all billings for ambulance services occurring on June 7, 2019 and thereafter during the term of this Agreement, and CONTRACTOR will not be responsible for billings prior to that date and will not migrate or convert any prior billing files. SECTION 7: COLLECTION AGENCY CONTRACTOR will provide information requested by the CITY or the CITY's collection agency in conformance with HIPAA regulations and pursuant to the Business Associate Agreement. Attached hereto is Exhibit 1 is an example of the format by which CONTRACTOR will provide such information. SECTION 8: HIPAA COMPLIANCE CONTRACTOR shall execute a Business Associate Agreement which is acceptable to the CITY no later than the date of execution of this Agreement, and CONTRACTOR shall at all times be careful to observe all terms and requirements of such Business Associate Agreement. SECTION 9: PERFORMANCE MEASURES In addition to the other terms and conditions hereof, CONTRACTOR shall observe the performance measures set forth below: A. Provide, within 30 days after the end of each calendar month or quarter, as applicable, the reports identified on Attachment 3 to the RFP. B. Provide, within 10 days after the end of each calendar month, a status report based on call date, to include number of transports, gross charges, co -pays (where applicable), receipts, and Medicare, Medicaid, and military adjustments. C. Provide, within 15 days after the end of each calendar month, a report detailing Medicare, Medicaid and military claims made, adjustments credits, co -pays and receipts. The report must also identify the level of care invoiced and the level of care reimbursed, including amounts. 2 SECTION 10: CITY COOPERATION Fire department personnel of the CITY will complete reports in its incident reporting system within four (4) days of the incident date. Such personnel will make reasonable effort to provide patient insurance information, but it will be CONTRACTOR's responsibility to collect and/or verify current insurance information. SECTION 11: TERMINATION FOR DEFAULT The CITY may terminate this Agreement if CONTRACTOR defaults as to any of the terms and conditions of this Agreement, including without limitation, failure to comply with the performance measures described in Section 9 above more than twice in any 12 -month period or a delay of more than 30 days in the initiation of a required procedure or program described in the performance measures. The CITY shall give written notice to the CONTRACTOR indicating the default, and CONTRACTOR shall have 14 days after delivery of such notice in which to cure, or substantially cure, the default to CITY's reasonable satisfaction. If CONTRACTOR fails to timely cure, or substantially cure, the default to CITY's reasonable satisfaction, then the CITY may provide the CONTRACTOR with notice of the termination date of this Agreement, which shall not be less than 60 days from the date of such notice (the "Termination Date"). The notification period will begin on the date shown on the written notification. SECTION 12: TRANSITION A. Notwithstanding CONTRACTOR's receipt of any notice of non -renewal or termination, CONTRACTOR shall continue to provide the services described in this Agreement until and including the End Date. (For purposes of this section, the Expiration Date or Termination Date, as applicable, shall be referred to as the "End Date".) B. If this Agreement expires due to non -renewal or termination, then CONTRACTOR shall continue to provide service for a 120 -day period after the End Date as set forth in this paragraph. For the first 60 days after the End Date, CONTRACTOR will continue to process claims as provided in this Agreement for all ambulance service dates occurring on or before the End Date. CONTRACTOR shall not process claims for ambulance service dates occurring after the End Date. During the period of 61 to 120 days after the End Date, CONTRACTOR will cease all claim -processing efforts and will only post receipts for collections received during such period on claims previously processed by CONTRACTOR. C. CITY shall pay to CONTRACTOR its fees pursuant to Section 4 on collections received by CITY resulting from services rendered by the CONTRACTOR under this Agreement with respect to ambulance services by CITY on or before the End Date. CITY will provide remittance advice or cash receipt data with respect to any collections received during a period of 120 days after the end of the End Date or any agreed period of extension. D. Within ten (10) business days after CONTRACTOR's completion of its services hereunder, CONTRACTOR will provide CITY with its data in SQL format. 3 E. Upon termination or expiration of this Agreement, CONTRACTOR agrees to reasonably and promptly cooperate with CITY in transitioning from CONTRACTOR to another service provider of CITY's choosing. SECTION 13: INSURANCE AND INDEMNIFICATION The CONTRACTOR shall provide insurance coverages and indemnification as set forth in Attachment 2 to the RFP. SECTION 14: NON-DISCRIMINATION The CONTRACTOR shall not discriminate or permit discrimination in its operations or employment practices against any person or group of persons on the basis of race, color, creed, national origin, gender, age, sex, religion, sexual orientation, gender identification or disability and shall furnish evidence of compliance with this provision when so requested by the CITY. SECTION 15: CONFIDENTIAL AND PROPRIETARY INFORMATION Pursuant to Chapter 22 of the Iowa Code, all records of a governmental body are presumed to be public records, open to inspection by members of the public. Section 22.7 of the Iowa Code sets forth a number of exceptions to that general rule, establishing several categories of "confidential records". If CONTRACTOR desires any part of documents that it submits to the CITY to be given confidential treatment, then CONTRACTOR must conspicuously mark, or specifically designate in writing, any document or information that it desires to be treated as confidential. A. With regard to the Protected Health Information ("PHI") of CITY or the persons to whom it provides ambulance services, CONTRACTOR will perform the services hereunder in accordance with applicable law and the Business Associate Agreement executed contemporaneously herewith. B. CONTRACTOR acknowledges and agrees that any and all information and material supplied by CITY to CONTRACTOR hereunder shall remain the property of CITY. CONTRACTOR will not make copies of such information or material, except to the extent necessary to perform the services under this Agreement. CONTRACTOR, its employees, agents, assigns, subcontractors and successors shall keep strictly confidential all information designated by CITY as "confidential" or that, by the nature of the information, would be reasonably expected to be treated as confidential. C. CITY acknowledges and agrees that the software, and all other systems related to the provision of services hereunder, are CONTRACTOR's confidential proprietary information, and CITY agrees that it will disclose such material only to those of its employees and agents who have a need to know, that it will use such material only in connection with the services hereunder, and that it will take all reasonable precautions to prevent the disclosure of such confidential information to, or use by, any other party. CITY acknowledges and agrees that all software developed by CONTRACTOR for CITY using CITY's specifications, or CONTRACTOR's specifications, or a combination of both, will remain CONTRACTOR's confidential proprietary property, unless the parties have otherwise agreed in writing. 4 D. CITY will not be obligated to provide CONTRACTOR with any information, which by law or its own policy may not be provided to CONTRACTOR. Upon any termination of this Agreement, PHI will be treated as set forth in the Business Associate Agreement and applicable law. E. Each party agrees that during the term of this Agreement, and for a period of one year thereafter, it shall not hire or retain, as an employee or otherwise, any of the other party's employees, unless the parties have otherwise agreed in writing. SECTION 16: CHOICE OF LAW; COMPLIANCE WITH LAWS Except to the extent governed by federal law, this Agreement will be governed by and construed in accordance with the internal laws of the State of Iowa. CONTRACTOR shall comply with all applicable local, State of Iowa, and federal statues, ordinances, rules, and regulations, including but not limited to Medicare, Medicaid and HIPAA. SECTION 17: LEGAL ACTIONS; JURY TRIAL WAIVER The parties hereby agree and consent, with respect to any action to enforce or defend any claim, counterclaim, cause of action, or any matter arising from or in any way related to this Agreement, (i) to WAIVE ANY RIGHT TO A TRIAL BY JURY; (ii) to irrevocably submit to the jurisdiction of the Iowa District Court for Black Hawk County and the U.S. District Court for the Northern District of Iowa; (iii) to irrevocably waive, to the fullest extent possible, the defense of any inconvenient forum to the maintenance of any such action or proceeding; and (iv) not to institute any legal action or proceeding against the other party or any of the directors, officers, employees, successors, assigns, agents or property of the other party, concerning any matter arising out of or relating to this Agreement, in any court other than one specified in this Section. Notwithstanding the foregoing, CITY may file suit in any court of competent jurisdiction. Nothing in this Section shall affect or impair a party's right to serve legal process in any manner permitted by law. SECTION 18: FORCE MAJEURE Neither party hereto will be liable for any failure or delay in performing under this Agreement where such failure or delay is due to causes beyond its reasonable control, including but not limited to natural disasters, acts or omissions of state or federal government, war, terrorism, labor strikes or difficulties, communications systems breakdowns, transportation stoppages or slowdowns, or the inability to procure supplies or materials. SECTION 19: NOTICES, PAYMENTS AND INVOICES Any notice under this Agreement shall be in writing and shall be delivered in person, by overnight courier service, or by United States registered or certified mail, postage prepaid, to the following addresses, including a copy to be delivered by email: CITY Waterloo Fire Rescue Attn: Jason Hernandez 5 425 East 3`d Street Waterloo, Iowa 50703 P: 319.291.4460 E: iason.hernandez@waterloo-ia.org CONTRACTOR Digitech Computer LLC Attn: Diane Schuk 480 Bedford Rd. Building 600, 2nd Floor Chappaqua, NY 10514 E:DSchukCc@digitechcomputer.com Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to a courier service which guarantees next day delivery, or (iii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid. Either party may change the person or address listed above by providing written notice to the other party as set forth in this Section. Notwithstanding anything to the contrary in this Section, routine correspondence, invoices, payments and the like may be sent by first-class U.S. mail, except that electronic document shall be delivered by email. SECTION 20: EXCLUSIVITY CITY agrees that all billing services outlined herein will be performed by CONTRACTOR exclusively during the term of this Agreement, ending on the Expiration Date or the Termination Date, and any extensions or renewals thereof. SECTION 21: MISCELLANEOUS TERMS (a) Amendments. This Agreement shall not be amended, modified or supplemented without the written agreement of the parties. (b) Waivers. No waiver of any provision of this Agreement shall be effective unless set forth in writing signed by the party making such waiver, and any such waiver shall be effective only to the extent it is set forth in such writing. No waiver of default in any given instance shall constitute a waiver of any other or subsequent default. Failure by a party to insist upon full and prompt performance of any provision of this Agreement, or to take action in the event of any breach of any such provision shall not constitute a waiver of any rights of such party, whether with respect to such breach or to any later breach, and such party may at any time after such failure, subject to the notice requirements of this Agreement, exercise all rights and remedies available under this Agreement with respect to such breach. (c) Assignment. CITY may assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations hereunder without the prior written consent of CONTRACTOR. CONTRACTOR may not assign, delegate or subcontract any of its obligations hereunder without the prior written consent of the CITY; provided, however, that CITY hereby consents to CONTRACTOR's delegation or assignment of certain duties to those subcontractors that are identified in CONTRACTOR's RFP 6 proposal, Attachment 6, as to those duties described therein. CONTRACTOR will be responsible for the proper coordination of the operations of all subcontractors engaged in relation to this Agreement. (d) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and assigns. (e) Severability. In the event any provision of this Agreement is held invalid, illegal, or unenforceable, whether in whole or in part, the remaining provisions of this Contract shall not be affected thereby and shall continue in full force and effect. In such event, CITY and CONTRACTOR shall negotiate an equitable adjustment in the provisions of this Agreement in order to effect, to the maximum extent permitted by law, the purpose of this Agreement. (f) Relationship; Authority. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party, or to bind such other party in any manner. (g) Headings. Headings and captions of the paragraphs of this Agreement are solely for the convenience of the parties and are not an aid in the interpretation of this Agreement and do not constitute part of the agreement of the parties set forth herein. (h) Time. Time is of the essence in the performance of the terms hereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement for Ambulance Billing Services by their duly authorized representatives as of the date first set forth above. [signatures on next page] 7 CITY OF WATERLOO, IOWA DIGITECH COMPUTER LLC By: n 1—1 1� <A�� By: �ll� Quentin Hart, Mayor Attest: Kelley Felchle, f Clerk 8 Title: C.L 9-41-401 ()al"!f EXHIBIT 1- COLLECTION FILE FORMAT - <ROOT> - <APPOINTMENT> <APPOINT.APPNO>3379</APPOINT.APPNO> <APPONT. COM P> DIGI </APPONT. COM P> <APPOINT. DATE>01/ 11/2002</APPOINT. DATE> - <PATIENT_INFO> <PATIENT.CUSTNO> 261 </PATIENT.CUSTNO> < PATI E NT. LAST> Doe </PATIENT. LAST> <PATIENT. FIRST>)ohn</PATIENT. FIRST> <PATIENT.MI>D</PATIENT.MI> <PATIENT.STREET> 123 MADISON AVE</PATI ENT.STREET> <PATIENT.APT /> <PATIENT.CITY>NEW YORK</PATIENT.CITY> <PATIENT.STATE> NY</PATIENT.STATE> <PATIENT.ZIP> 10011</PATIENT.ZIP> <PATIENT. PHONE> 2125551212</PATIENT. PHONE> <PATIENT.CARRIER> MEDICAID</PATIENT.CARRIER> <PATIENT.XOVRC /> <PATIENT.CARR3 /> < PATI E N T. S S > 99999 9999 </ PATI E NT. S S > <PATIENT.HIC /> <PATIENT.MEDI>987654321</PATIENT.MEDI> <PATIENT.OTHER /> <PATIENT.DOB>09/08/1950</PATIENT. DOB> <PATIENT.SEX>F</PATIENT.SEX> <PATIENT.DIAG1 /> <PATIENT.DIAG2 /> <PATIENT.DIAG3 /> <PATIENT.DIAG4 /> - <PATIENT_BILL_TO_INFO> <PATIENT.PBNAME /> <PATIENT.PBPHN /> <PATIENT.PBSTR /> <PATIENT.PBAPT /> <PATIENT.PBCIT /> <PATIENT.PBSTA /> <PATIENT.PBZIP /> </ PATIENT_BILL_TO_IN FO> - <PATIENT_GUARANTOR_INFO> <PATIENT.GRT_LAST>Test</PATIENT.GRT_LAST> <PATIENT. GRT_FIRST>3ane</PATIENT.GRT_FIRST> <PATIENT.GRT_MI>T</PATIENT.GRT_MI> <PATIENT.GRT_RELATIONSHIP>Daughter</PATIENT.GRT_RELATIONSHIP> <PATIENT.GRT_STREET1>123 MEDISON AVE</PATIENT.GRT_STREET1> <PATIENT.GRT_STREET2 /> <PATIENT.GRT_POBOX /> <PATIENT.GRT_APT /> <PATIENT.GRT_CITY>NEW YORK</PATIENT.GRT_CITY> < PATI E NT. G RT STATE > NY </ PATI E NT. G RT_STATE > <PATIENT.GRT_ZIP> 10011</PATIENT.GRT_ZIP> <PATIENT.GRT_PHONE>2125551212</PATIENT.GRT_PHONE> <PATIENT.GRT_SS>999999999</PATIENT. GRT_SS> <PATIENT.GRT_DOB>09/08/ 1950</PATIENT. GRT_DOB> </PATIENT_ GUARANTOR_IN FO> - <PATIENT OTHER INSURANCE_INFO> <PATIENT.OIFIRST /> <PATIENT.OILAST /> <PATIENT.OISTREET /> <PATIENT.OICITY /> <PATIENT.OIST /> <PATIENT.OIPHONE /> <PATIENT.OIZIP /> <PATIENT.OISS /> <PATIENT.OIPOLICY /> </PATIENT_OTHER_INSURANCE _INFO> </PATIENT_INFO> - <BILLING_INFO> - <CARRIER_BILLING_SUMMARY> <PROCS.GROUP_CARRIER>PATIENT</PROCS.GROUP_CARRIER> <PROCS.SUM_CHRG>538.64</PROCS.SUM_CHRG> <PROCS.SUM_PAID>0.00</PROCS.SUM_PAID> <PROCS.SUM_WOFF>0.00</PROCS.SUM__WOFF> <PROCS.SUM_XOVR>0.00</PROCS.SUM_XOVR> <PROCS.SUM_DUE>538.64</PROCS.SUM_DUE> </CARRIER_BILLING_SUMMARY> - <PROCS> <PROCS. PRCNO> 1931 </PROCS. PRCNO> <PROCS.INVOICE>599</PROCS.INVOICE> < PROCS. CARRIER> PATIENT</PROCS. CARRIER> <PROCS. PROC>A0320</PROCS. PROC> <PROCS. BILLDT> 09/ 13/2002</PROCS. BILLDT> <PROCS.SUBMIT>09/13/2002</PROCS.SUBMIT> < PROCS. RATE> 538.64</PROCS. RATE> <PROCS.UNITS> 1</PROCS.UNITS> <PROCS.CHRG>538.64</PROCS.CHRG> <PROCS.WOFF>0.00</PROCS.WOFF> <PROCS. PAID > 0.00</PROCS. PAID> <PROCS.XOVR>0.00</PROCS.XOVR> <PROCS. DUE> 538.64</PROCS. DUE> <PROCS.NOTICE> 1</PROCS.NOTICE> </PROCS> </BILLING_INFO> - <FROM AND TO INFO> - <TRANSPORT> <TOADD.TOANO> 3244</TOADD.TOANO> <TOADD.EPCRNUM>EPCRNUMBER</TOADD.EPCRNUM> <TOADD.ACR>ACRNUMBER</TOADD.ACR> <TOADD.TOADD_DIAG_1_SHORTCUT /> <TOADD.TOADD_DIAG_1 /> <TOADD.TOADD_DIAG_2_SHORTCUT /> <TOADD.TOADD_DIAG_2 /> <TOADD.NUM> 1</TOADD.NUM> <TOADD. FRCODE> RES</TOADD. FRCODE> <TOADD. FRNAME> FirstName LastName</TOADD.FRNAME> <TOADD.FRPHONE /> <TOADD. FRSTR> 123 MADISON AVE </TOADD. FRSTR> <TOADD.FRAPT /> <TOADD.FRCITY>NEW YORK</TOADD.FRCITY> <TOADD. FRSTATE> NY</TOADD. FRSTATE> <TOADD. FRZIP> 10021 </TOADD. FRZIP> <TOADD.FRDEPT /> <TOADD.T000DE> BTC</TOADD.T000DE> <TOADD.TONAME>BELLVUE TREATMENT CENTER</TOADD.TONAME> <TOADD.TOPHONE /> <TOADD.TOSTR> 1234 BROADWAY</TOADD.TOSTR> <TOADD.TOAPT /> <TOADD.TOCITY>NEW YORK</TOADD.TOCITY> <TOADD . TOSTATE > NY </TOA D D . TOSTATE > <TOADD.TOZIP> 10001 </TOADD.TOZIP> <TOADD.TODEPT /> <TOADD.TOA_CNDCD /> </TRANSPORT> </FROM_AN D_TO_IN FO> - <NOTES_SECTION> - <INVOICE_COMMENTS> <APPOINT.APP_INVCOM /> </INVOICE_COMMENTS> - <COLLECTION> - <COLLECTION_NOTE> <DCNOTES. NOT_PID> 12102</DCNOTES. NOT_PID> <DCNOTES. NOT _CDATE>02/ 17/ 2006</DCNOTES. NOT_CDATE> <DCNOTES. NOT _CUSER> KAVEH </DCNOTES. NOT_CUSER> <DCNOTES.NOT_NOTE>Sample Collection Note 2 to show where collection notes go in XML file</DCNOTES.NOT_NOTE> </COLLECTION_NOTE> - <COLLECTION_NOTE> <DCNOTES. NOT_PID> 12104</DCNOTES. NOT_PID> <DCNOTES. NOT_CDATE> 02/17/ 2006</DCNOTES.NOTCDATE> <DCNOTES. NOT_CUSER> KAVEH </DCNOTES. NOT_CUSER> <DCNOTES.NOT_NOTE>Procedure code A0320 sent to collection agency START on file C000212 </DCNOTES. NOT_NOTE> </COLLECTION_NOTE> - <COLLECTION_NOTE> <DCNOTES. NOT_PID> 12105</DCNOTES. NOT_PID> <DCNOTES. NOT_CDATE> 02/ 17/2006</DCNOTES. NOT_CDATE> <DCNOTES.NOT_CUSER>KAVEH</DCNOTES.NOT_CUSER> <DCNOTES.NOT_NOTE>Procedure code A0320 sent to collection agency START on file C000213 </DCN OTES. N OT_NOTE> </COLLECTION_NOTE> </COLLECTION> - <DISPATCH> - <DISPATCH_NOTE> <DCNOTES. NOT_PID> 12099 </DCNOTES. NOT_PID> <DCNOTES.NOT_CDATE>02/17/2006</DCNOTES.NOT_CDATE> < DCNOTES. NOT_CUS ER> KAVEH </DCNOTES. NOT_CUSER> <DCNOTES.NOT_NOTE>This is a sample Dispatch Note 1</DCNOTES.NOT_NOTE> </DISPATCH_NOTE> - <DISPATCH_NOTE> <DCNOTES. NOT_PID> 12100</DCNOTES. NOT_PID> <DCNOTES. NOT_CDATE> 02/ 17/ 2006</DCNOTES. NOT_CDATE> <DCNOTES. NOT_CUS ER> KAVEH </DCNOTES. NOT_CUSER> <DCNOTES.NOT_NOTE>Sample Dispatch Note 2 to show multiple Dispatch Notes</DCNOTES. NOT_NOTE> </DISPATCH_NOTE> </DISPATCH> </NOTES_SECTION> </APPOINTMENT> - <File_Summary> <FILE_NAM E> C000213.xml </FILE_NAM E> <NO_OF_APPOINTM ENTS> 1 </NO_OF_APPOINTM ENTS> <TOTAL_DU E> 538.64 </TOTAL_DU E> </File_Summary> - <LAYOUT> - <APPOINTMENT> -  <APPOINT.APPNO /> -  <APPOINT.COMP /> -  <APPOINT.DATE /> -  - <PATIENT_INFO> -  <PATIENT.CUSTNO /> -  <PATIENT.FIRST /> -  <PATIENT.STREET /> -  <PATIENT.APT /> -  <PATIENT.CITY /> -  <PATIENT.STATE /> -  <PATIENT.ZIP /> -  <PATIENT.PHONE /> -  <PATIENT.CARRIER /> -  <PATIENT.XOVRC /> -  <PATIENT.CARR3 /> -  <PATIENT.SS /> -  <PATIENT.HIC /> -  <PATIENT.MEDI /> -  <PATIENT.OTHER /> -  <PATIENT.DOB /> -  <PATIENT.SEX /> -  <PATIENT.DIAG1 /> -  <PATIENT.DIAG2 /> -  <PATIENT.DIAG3 /> -  <PATIENT.DIAG4 /> -  - <PATIENT_BILL_TO_INFO> -  <PATIENT.PBNAME /> -  <PATIENT.PBPHN 1> -  <PATIENT.PBSTR /> -  <PATIENT.PBAPT /> -  <PATIENT.PBCIT /> -  <PATIENT.PBSTA /> -  <PATIENT.PBZIP /> -  </ PATI E NT_BI LL_TO_I N FO > - <PATIENT_GUARANTOR_INFO> -  <PATIENT.GRT_LAST /> -  <PATIENT.GRT_FIRST /> -  <PATIENT.GRT_MI /> -  <PATIENT.GRT_RELATIONSHIP /> -  <PATIENT.GRT_STREET1 /> -  <PATIENT.GRT_STREET2 /> -  <PATIENT.GRT_POBOX /> -  <PATIENT.GRT_APT /> -  <PATIENT.GRT_CITY /> -  <PATIENT.GRT_STATE /> -  <PATIENT.GRT_ZIP /> -  <PATIENT.GRT_PHONE /> -  <PATIENT.GRT_SS /> -  <PATIENT.GRT_DOB /> -  </PATIE NT_G UARANTOR_I N FO> - <PATIENT OTHER INSURANCE INFO> -  <PATIENT.OIFIRST /> -  <PATIENT.OILAST /> -  <PATIENT.OISTREET /> -  <PATIENT.OICITY /> -  <PATIENT.OIST /> -  <PATIENT.OIPHONE /> -  <PATIENT.OIZIP /> -  <PATIENT.OISS /> -  <PATIENT.OIPOLICY /> -  </PATIENT_OTHER_INSURANCE_INFO> </PATIENT_INFO> - <BILLING_INFO> -  - <CARRIER_BILLING SUMMARY> -  <PROCS.GROUP_CARRIER /> -  <PROCS.SUM_CHRG /> -  <PROCS.SUM_PAID /> -  <PROCS.SUM_WOFF /> -  <PROCS.SUM_XOVR /> -  <PROCS.SUM_DUE /> -  </CARRIER_BILLING_SUM MARY> - <PROCS> -  <PROCS.PRCNO /> -  <PROCS.INVOICE /> -  <PROCS.CARRIER /> -  <PROCS.PROC /> -  <PROCS.BILLDT 1> -  <PROCS.SUBMIT /> -  <PROCS.RATE /> -  <PROCS.UNITS /> -  <PROCS.CHRG /> -  <PROCS.WOFF /> -  <PROCS.PAID /> -  <PROCS.XOVR /> -  <PROCS.DUE /> -  <PROCS.NOTICE /> -  </PROCS> </BILLING_INFO> - <FROM_AND_TO_INFO> -  - <TRANSPORT> -  <TOADD.TOANO /> -  <TOADD.EPCRNUM /> -  <TOADD.ACR /> -  <TOADD.TOADD_DIAG_1_SHORTCUT /> -  <TOADD.TOADD_DIAG_1 /> -  <TOADD.TOADD_DIAG_2_SHORTCUT /> -  <TOADD.TOADD_DIAG_2 /> -  <TOADD.NUM /> -  <TOADD.FRCODE /> -  <TOADD.FRNAME /> -  <TOADD.FRPHONE /> -  <TOADD.FRSTR /> -  <TOADD.FRAPT /> -  <TOADD.FRCITY /> -  <TOADD.FRSTATE /> -  <TOADD.FRZIP /> -  <TOADD.FRDEPT /> -  <TOADD.TOCODE /> -  <TOADD.TONAME /> -  <TOADD.TOPHONE /> -  <TOADD.TOSTR /> -  <TOADD.TOAPT /> -  <TOADD.TOCITY /> -  <TOADD.TOSTATE /> -  <TOADD.TOZIP /> -  <TOADD.TODEPT /> -  <TOADD.TOA_CNDCD /> -  </TRANSPORT> </FROM_AN D_TO_IN FO> - <NOTES_SECTION> -  - <INVOICE_COMMENTS> -  <APPOINT.APP_INVCOM 1> -  </INVOICE_COMMENTS> - <COLLECTION> -  - <COLLECTION_NOTE> -  <DCNOTES.NOT_PID /> -  <DCNOTES.NOT_CDATE 1> -  <DCNOTES.NOT_CUSER /> -  <DCNOTES.NOT_NOTE /> -  </COLLECTION_NOTE> </COLLECTION> - <DISPATCH> -  <DCNOTES.NOT_PID /> -  <DCNOTES.NOT_CDATE /> -  <DCNOTES.NOT_CUSER /> -  <DCNOTES.NOT_NOTE /> -  </DISPATCH_NOTE> </DISPATCH> </NOTES_SECTION> </APPOINTM ENT> - <FILE_SUMMARY> -  <FILE_NAME /> -  <NO_OF_APPOINTMENTS /> -  <TOTAL_DUE /> -  </FILE_SUMMARY> </LAYOUT> </ROOT>