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HomeMy WebLinkAboutHR15-236 - Original - J. Graham Inc. - Contract - 6/30/15 Records rl, �$ � eVme Document U, f6 WA..INGTON $ Yh s d�hE- CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: J. Graham Inc. Vendor Number: JD Edwards Number f Contract Number: This is assigned by City Clerk's Office Project Name: Premera Blue Cross Claims Audit Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment P] Contract ❑ Other: Contract Effective Date: 06/30/2015 Termination Date:10/15/2015 Contract Renewal Notice (Days): N/A Number of days required notice for termination or renewal or amendment Contract Manager: Becky Fowler Department: HR Contract Amount: $13,500 Approval Authority: (CIRCLE ONE) Department Director Mayor) City Council Detail: (i.e. address, location, parcel number, tax id, etc.): As of: 08/27/14 KEN"d" W ASHINGTGN '. CONSULTANT SERVICES AGREEMENT between the City of Kent and J. Graham Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and J. Graham Inc. organized under the laws of the State of Tennessee, located and doing business at P.O. Box 4035, Brentwood, TN 37024 (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: J. Graham Inc., consultant will perform an analysis of the City's claims data with Premera Blue Cross to detect a variety of potential errors in the following areas: Duplicate claims; eligibility cofirmation; coordination of benefits and third-party liability; pricing of claims to network discounts; UCR or other out-of-network limits; modifier discounts such as multiple procedures, assistant surgeons; medical edits such as unbundling of codes; patient portions - deductible, co-payments, co- insurance; plan benefit limits and covered services; timely filing, turnaround time and accurate data entry including member, provider, payee. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. Consultant shall complete the work described in Section I by October 15, 2015. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed thirteen thousand, five hundred dollars ($13,500.) plus applicable Washington State sales tax, for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A - Statement of Work. CONSULTANT SERVICES AGREEMENT- 1 (Over$10,000) B. The Consultant shall submit two equal installments of six thousand, seven hundred fifty dollars ($6,750.), (see Exhibit A - Statement of Work) payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D, The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, qr any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Consultant shall execute the attached City of Kent Equal Employment CONSULTANT SERVICES AGREEMENT - 2 (Over$10,000) Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. VII. INDEMNIFICATION. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. VIII. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit C attached and incorporated by this reference. IX. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this Agreement. X. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. Consultant shall make such data, documents, and files available to the City upon the City's request. The City's use or reuse of any of the documents, data and files created by Consultant for this project by anyone other than Consultant on any other project shall be without liability or legal exposure to Consultant. XI. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor with the authority to control and direct the performance and details of the work CONSULTANT SERVICES AGREEMENT- 3 (Over$10,000) authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XII. WORK PERFORMED AT CONSULTANT'S RISK. Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's awn risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIII. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants 'to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or CONSULTANT SERVICES AGREEMENT - 4 (Over$10,000) other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Cade. J. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. CONSULTANT: CITY OF KENT:, r By: By /signature) (signature) Print Name: lTekh ;Print Name:§uzette Cooke Its on#Ced L k Its -- Mayor DATE: �l3 '/5 DATE: .f NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: John M. Graham Becky Fowler, Benefits Manager P.O. Box 4035 City of Kent Brentwood, TN 37024-4035 220 Fourth Avenue South Kent, WA 98032 615-924-4663 (telephone) (253) 856-5290 (telephone) 615-581-1299 (facsimile) (253) 856-6270 (facsimile) APPROVED AVTO ORM: :. f A �X fsr i g \ p Kent Law Department- CONSULTANT SERVICES AGREEMENT- 5 (Over$10,000) [In this red,you may enter the electronic flepath where the contact has been saved] CONSULTANT SERVICES AGREEMENT - 6 (Over$10,000) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be•signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. For: Title: V re3 • GAP.�� Date: EEO COMPLIANCE DOCUMENTS - 1 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 3 Statement of Work — Exhibit A This Statement of Work (the "SOW") is entered into by and between J. Graham Inc., a Tennessee corporation (hereinafter "JGI") and City of Kent, a Washington municipal corporation (hereinafter "Client") and attached to the Consultant Services Agreement, on the following terms and conditions: 1. Definitions As used in this Agreement,the following defined terms have the following meaning: (a) TPA is the Third Party Administrator or other Healthcare Claims payment organization processing claims on behalf of the Client. (b) Healthcare Claim(s) are the claims and the supporting information submitted by subscribers, dependents, or providers to the TPA seeking reimbursement for services covered by Client's health and welfare benefit plan, including information created by the TPA related to the payment or disposition of the submission. (c) Identified Amounts are any overpayments of Healthcare Claims identified by JGI during the Claims Audit which are an error or recovery item regardless of assignment of fault for the error or the ability of the TPA to recover the overpayment. Identified Amounts also include all out-of-sample claims associated with those error categories from sample claims. (d) Recovered Amounts are any Identified Amounts resulting in a cash refund or credit to the Client's healthcare plan, including but not limited to, those Recovered Amounts described in Section 7(b) of this Agreement. (e) Claims Audit is the service provided by JGI which normally includes reviewing the Claims Data Set electronically for likely overpayments, confirming any overpayments with the TPA, and recommending a course of action to be implemented by the TPA and Client for correcting underlying problems and recovering any Healthcare Claims overpayments. (f) Claims Data Set is the electronic file provided by the TPA that provides the historical record and data of Healthcare Claims paid on Client's behalf that will be used to conduct the Claims Audit. (g) Party or Parties refers to Client and JGI. 2. Duties of JGI 1G1 shall: (a) Meet with Client personnel, either by phone or in person, to outline the Claims Audit process, submit an information request to Client, and establish a process for resolving questions JGI may have during the Claims Audit with the appropriate Client personnel (b) Provide a Claims Audit scope and/or data request to the TPA, review Claims Data Set for completeness and compare total amount paid by TPA to healthcare providers as set forth in the Claims Data Set versus the amount funded by Client for Healthcare Claims. (c) Obtain files from both the Client and the TPA of active employees enrolled in the health plan, including employees with single coverage and spouse and dependent records; analyze enrollment databases to identify and reconcile inconsistencies; produce test forms for Client approval prior to the release to employees; provide a call center to handle in-bound calls from employees and outbound calls to resolve questions and assist employees with compliance; track and verify information received in the project including tracking calls received through the call center. (d) Mail forms requesting documentation to verify that the dependent(s) meets the health plan's eligibility requirements to all employees with at least one child and/or a spouse enrolled on the plan. Mailing will include a postage paid return envelope. Mail follow-up forms to enrollees who did not respond or submitted incomplete documentation. (e) Perform an analysis of the Claims Data Set to detect potential overpayments in some or all of the following areas: duplicate payments, payments outside valid eligibility, benefits application, procedure bundling/unbundling, accuracy of pricing and provider contract application, timely filing, coordination of benefits, multiple surgery discounts, and assistant surgeon discounts. Client agrees that the scope of the Claims Audit, the analysis performed during the Claims Audit and the decision to analyze any particular area for potential overpayments during the Claims Audit, shall be determined solely by, and at the discretion of, JGI. JGI does not warrant or represent that it will discover any or all errors or overpayments, or any particular number or percentage of errors or overpayments made by the TPA. (f) Review a sample of claims on a site visit at the TPA with the total number of site visit claims to be negotiated with the TPA consistent with any limitations in the audit rights between Client and TPA. (g) Deliver reports to TPA and Client identifying specific Healthcare Claims that Client may be entitled to recover, and review such reports with Client and/or TPA at Client's discretion. (h) Monitor TPA's efforts, to the extent possible, in recovering overpayments of Healthcare Claims. Actual collection of, and any related efforts to collect 2 Healthcare Claims overpayments, is solely the responsibility of the TPA and Client. (i) Provide Client, as appropriate, with updates showing progress throughout the project, as well as a final report identifying Identified Amounts and Recovered Amounts as reported by the Client or the TPA to JGI. 3. Duties of Client Client shall: (a) Notify TPA of the Claims Audit and authorize release of all information and data to JGI necessary to complete the Claims Audit, including but not limited to, the Claims Data Set. (b) Prior to the delivery of the Claims Data Set to JGI, provide written notice to JGI of any Healthcare Claim overpayments already identified by Client or TPA. (c) Provide JGI with the following documentation to support the Claims Audit: Summary Plan Descriptions for all options and time periods covered by the Claims Audit, banking files showing amount paid by claim or summary check run data of funding by Client for the time periods audited if banking file is not available, any electronic eligibility or other eligibility records maintained by Client, and copies of contracts between the Client and TPA. (d) Verify Recovered Amounts and provide JGI access to monthly reports, bill summaries, and other documentation provided by TPA which may reasonably be expected to contain information regarding Recovered Amounts. (e) Provide all documentation from TPA showing collection of Identified Amounts within 5 days of Client's receipt of this information from TPA. (f) Direct TPA to recover any Identified Amounts unless Client has a reason not to pursue the collections. Client on its own initiative shall make a reasonable, good faith attempt to require TPA to recover Identified Amounts. 4. Relevant Time Frame for Claims Audit This Agreement shall apply to all Healthcare Claims incurred under Client's medical plans during the following time periods: January 1, 2014to December 31, 2014 This time period can be modified upon written agreement (including email) between the Parties to include additional time periods due to delays in beginning the Claims Audit or to account for other restrictions imposed by the TPA. 5. Compensation (a) Client shall pay JGI $13,500 for the scope described herein. This total fee will be paid in two equal installments of $6,750, the first of which will be due upon delivery of the Claims Data Set and the second upon release of the Final Audit Report. 3 (b) In the event of termination of this Agreement by Client in accordance with paragraph 6 of this Service Agreement, JGI shall be entitled to the fees provided for in paragraph 7(a) above estimated to a percentage completion of the project as mutually agreed upon by the Parties. (c) Except as set forth in paragraph 5(a) of this Agreement, JGI shall be responsible . for any costs and expenses incurred by it while providing services during the engagement. (d) Client shall remit to JGI the appropriate fee determined in accordance with paragraph 5(a)_ within thirty (30) business days of Client's receipt of invoice. Failure to pay this fee within thirty (30) days will result in an interest charge of 4%, or the maximum interest rate allowed by law if less than 4°Jo, of the total fee owed per month, to be assessed each month until the full balance of the fee owed is paid to JGI. E / — Dated: Client Name: City of Kent By: G:ca jam.` Printed Ntame:Suzb a Cooke Title: Mayor Dated: b 1t} �� J. Graham, Inc. John k Graham President 4 BUSINESS ASSOCIATE AGREEMENT—EXHIBIT B This Business Associate Agreement ("Agreement') between J. Graham Inc. ("Business Associate") and City of Kent ("Covered Entity") is effective as of the effective date of the Claims Audit Service Agreement between the parties ("Service Agreement'). For purposes of complying with the federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act of the American Recovery and Reinvestment Act of 2009 ("HITECH") and regulations issued under HIPAA and HITECH, Business Associate and the Covered Entity agree as follows. To the extent Business Associate is acting as a business associate of Covered Entity pursuant to the Service Agreement, the provisions of this Agreement shall apply, and Business Associate shall be subject to the penalty provisions of the HIPAA Rules as specified in 45 CFR Part 160. 1. Definitions. Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in the HIPAA Rules. (a) "HIPAA Rules" shall mean privacy, security and breach reporting regulations set forth at 45 CFR Part 160 and Part 164, Subparts A, C, D and E. (b) "PHI" means Protected Health Information, as defined in the HIPAA Rules, limited to the information created or received by Business Associate from or on behalf of the Covered Entity. 2. Uses and Disclosures. Business Associate agrees not to use or disclose PHI other than as authorized by this Agreement or as Required By Law. (a) Business Associate may use and disclose PHI to provide the services set forth in the Service Agreement, to the extent that such uses and disclosures would not violate the HIPAA Rules. Business Associate may also use PHI to create information that is de- identified in compliance with the HIPAA Rules as necessary to provide such services and to comply with the minimum necessary standard. To the extent Business Associate is to carry out an obligation of Covered Entity under the HIPAA Rules, Business Associate shall comply with the requirements of the HIPAA Rules that apply to Covered Entity in the performance of such obligation. (b) Business Associate may use PHI for the proper management and administration of Business Associate or to carry out its legal responsibilities. Business Associate may disclose PHI for the proper management and administration of Business Associate or to carry out its legal responsibilities if the disclosure is Required By Law or if Business Associate obtains reasonable assurance from any person or organization to which Business Associate will disclose such PHI that the person or organization will: (1) hold such PHI in confidence and use or further disclose it only for the purpose for which Business Associate disclosed it to the person or organization or as Required By Law; and 5 (2) notify Business Associate of any instance of which the person or organization becomes aware in which the confidentiality of such PHI was breached. (c) Without limiting any uses or disclosures expressly permitted in this Agreement, Business Associate will not sell PHI or use or disclose PHI for purposes of marketing or fundraising, as defined and proscribed in the HIPAA Rules and HITECH. (d) To the extent covered by the requirements of 45 CFR § 164.502(b), Business Associate shall limit its uses and disclosures of, and requests for, PHI (1) when practical, to the information making up a Limited Data Set, and (2) in all other cases, to the minimum amount of PHI necessary to accomplish the intended purpose of the use, disclosure or request. 3. Safeguards. Business Associate will use appropriate administrative, technical and physical safeguards to prevent the use or disclosure of PHI other than as permitted by this Agreement. Business Associate will also comply with the applicable provisions of 45 CFR Part 164, Subpart C of the HIPAA Rules with respect to electronic PHI to prevent any use or disclosure of such information other than as provided by this Agreement. 4. Reporting. To the extent known to or discovered by Business Associate, Business Associate will report to Covered Entity, promptly and within the time periods required by applicable law, (a) any use or disclosure of PHI not permitted by this Agreement; (b) any Breach of Unsecured Protected Health Information; and (c) any Security Incidents involving electronic PHI. The parties acknowledge and agree that this section constitutes notice by Business Associate to the Covered Entity of the ongoing existence and occurrence of attempted but Unsuccessful Security Incidents (as defined below) for which no additional notice to the Covered Entity shall be required. "Unsuccessful Security Incidents' shall include, but not be limited to, pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log-on attempts, denials of service and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of electronic PHI. All reports of Breaches shall be made in compliance with 45 CFR § 164.410. 5. Subcontractors. In accordance with 45 CFR §§ 164.308(b)(2) and 164.502(e)(1)(ii), Business Associate shall require that its Subcontractors to whom it provides PHI, agree to the same restrictions and conditions that apply to Business Associate with respect to such information. 6. Mitigation. Business Associate agrees to attempt to mitigate, to the extent practicable, 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. 7. Access. Business Associate agrees to comply with the Covered Entity's written request to accommodate an Individual's access to his/her PHI in a Designated Record Set 6 maintained by Business Associate as set forth in the HIPAA Rules. In the event an Individual contacts Business Associate for access to his/her PHI, Business Associate agrees to forward promptly the written request to Covered Entity. If the requested PHI is maintained electronically, Business Associate must provide a copy of the PHI in the electronic form and format requested by the individual, if it is readily producible, or, if not, in a readable electronic form and format as agreed to by Covered Entity and the individual. 8. Amendments. Business Associate shall make any amendment(s) to PHI in a Designated Record Set that the Covered Entity directs. Such amendments shall be made in the time and manner required by 45 CFR §164.526. 9. Accounting. Except for disclosures excluded from the accounting obligation by the HIPAA Rules and regulations issued pursuant to HITECH, Business Associate shall document such disclosures of PHI by Business Associate and information related to such disclosures as would be required for the Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR §164.528 and HITECH. Business Associate shall provide to the Covered Entity information collected in accordance with this paragraph to permit the Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR §164.528. In the event the Secretary finalizes regulations requiring Covered Entities to provide access reports, Business Associate shall also record such information with respect to electronic PHI held by Business Associate as would be required under the regulations for Covered Entities beginning on the effective date of such regulations. 10. Books and Records. Business Associate shall make its internal practices, books and records relating to uses and disclosures of PHI available to the Secretary for purposes of determining the Covered Entity's compliance with the HIPAA Rules. 11. Return/Destruction. Upon the termination of this Agreement, Business Associate shall return or destroy all PHI and will retain no copies of such information, unless return or destruction is infeasible. If such return or destruction of PHI is infeasible, Business Associate may continue to maintain such PHI but shall continue to abide by the terms and conditions of this Agreement with respect to such information and shall limit its further use or disclosure of such information to those purposes that make return or destruction of the information infeasible. 12. Covered Entity's Obligations. The Covered Entity shall (a) only transmit PHI to Business Associate for which it has all consents and authorizations necessary to permit such disclosure and to permit Business Associate to perform the services described in the Service Agreement; (b) ensure that any Covered Entity policies or notices of privacy practices do not conflict with or limit the ability of Business Associate to perform the services described in the Service Agreement; (c) in the event that Covered Entity agrees to provide additional privacy protections to PHI relating to an Individual, notify Business 7 Associate of such limitations promptly; and (d) in the event that an Individual revokes an authorization or consent given to the Covered Entity that pertains to the use or disclosure of PHI previously transmitted to Business Associate, promptly notify Business Associate of such revocation. 13. Interpretation/Amendment. To the extent that any provision of this Agreement is in conflict with any law, regulation, rule or administrative policy of any governmental entity, the parties will take such actions as are reasonably necessary to amend this Agreement to bring it into conformity with these provisions. In the eveint of any conflict between this Agreement and the Service Agreement, the terms of this Agreement shall control. This Agreement shall be interpreted in such a manner as to permit the Covered Entity and Business Associate to comply with the HIPAA Rules. Nothing in this Agreement shall be construed to create any rights or remedies in any third parties. 14. Termination. In the event either party breaches the Agreement, the non-breaching party may terminate this Agreement and the Service Agreement immediately if cure is not possible or if the breaching party fails to cure the breach within thirty (30) days of being notified in writing of the breach by the other party. In addition, this Agreement shall automatically terminate upon termination of all of the Service Agreements between the parties. The obligations set forth in Section 11 shall survive any termination or expiration of this Agreement. WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed on the dates set forth below. COVERED ENTITY f' J.GRAHAM INC. By; c 1-` j' By: Nai `,. Y �'-{ _mot f Name: Title: �'j Title: .1 Date: {j�13 Date: 8 CERTIFICATE OF LIABILITY INSURANCE DATE(MAVDD)YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE 4/27/2015 CERTIFICATE HOLDER.THIS CERTIFICATE DOES N07 AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: IP the cer#ificate holder is an ADDITIONAL INSURED,the pollcy(ies)must be endorsed. if SUBROGATION IS WANED,suhject fo the terms and condltlons of the policy,cerfain Policies may require an endorsement A statement on this eartificafe does not confer rights to the certificate holder in lieu of such endomGment(s). PRODUCER CoN CT N0.ME: Jade E.Graham Graham Insurance,Inc. Pxoae 107 S.Grienwood St,Suits 0 c No E,1.615-547-4255 jai,NoI;515-547.4266 j Lebanon,TN 37087 a osss:JadePGrahain-ins,com IRSURFR S AFFORDING COVERAGE NAICd INsuRIRA,Sentinel Insurance Coin any, LTD 110p0 msuaEo wsuRERa:Sentinel Insurance Company LTD 11000 J.GRAHAM INC. P.O.BOX 4035 INSURERD: BRENTWOOD. TN 370244035 INSURERDI NsuRERE:liartfdrd Underwriters Ins, CO, .30104 wsuJ nF:Westchester ,Elre Insurance CD, 10030 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS i$TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTIMTHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VvITi{RESPECT TO WHICH THIS CER7IFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED DY THE POLICIES DESCRIBED HEREIN IS SUBJECT To ALL THE TERMS, 'cXCLUSIONS AND CON017IONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEENRE& DBY PAID CLAIMS. MSR TYPEOFINSURANCE COL SUeR PO CY EFF. POLICYE%P IN. POLJCYNUMBER MIND MMIDCJ UMfrS GENERAL LIABILITY EACH OCCURRENCE S 1,000,OOO j ✓ COMMERCIALGENERALLIABILBY DAMAG ENTER P EMISES EacxDnence 5 1,000,OD0 A CLAIMS-MADE IZI OCCUR 47SBABC3500 4/O1JIS 04/01/16 WED E%P(An 70,000 PERSONAL&ARV INJUR $ 1,000,000 GENERAL AGGREGATE S 2,000,ODO I• DEN'L AGGREGATE LIMITAPPLIES PER: PRODUCTS-COMPfOPAGG S 2,000,000 ✓ POLICY D LOG h S HAUOMtlEILE LIABIDTY GO BIN�051 GLE LIMIT $ 1,o0D,000 ANYAVTO e001LVINJURYIPerp.s,) e nv os,EoAuTCE Eo 4758ABG35004/D1/15 04/O1/16 A�„_QEDfl00ILY1NJURY(Pw Rc d,l)NIREp AUTOS ✓ T PROPERTY IDAMASE $ UM9R0.LA OAS S OCCUR RRENCE CLAIM EACHOCCU EXCE$8LIAB I $ S-MADE AGGREGATE IS DED RETENTIONS Al ATON AND EMPLOYERS'LIABILITY WC eTATU- ANY RitTORAERoNjN OTH- $ EB � NrA 47WECCR6250 0117/14 10/17/15 EL EACH ACCIDENT $ 1,D00,OOD tM mM.ry In NH) , 6 fvmd.Ob¢undsr EL,DISEASE.EA EMPLOYE 5 11000.000 EscRIPTIDN OFOPPaAnonls below EL,DISEASE-POLICYLIAin $ 11000,000 Professional L7abilly $1,000,000 Each Claim F C27434381 002 04/Ol/15 04/01/16 $1,000,000 Aggregate LImH r DESCRIPTION OFOPERATIDNS f LOCATIONS I VEHICLES(AYzcxACORO iey Adaieoma Remxdm Sex¢doN.V mcre cpaoe is'requlred) Healthcare Cansulting & auditing of healthcare claims i CERTIFICATE HOLDER CANCELLA710N SHOULD ANY OF THE ABOVE DESCR PO CIES85CANCELLEDREFORE THE EXPIRATION DATE THERE F, NDTIggqqqq_ WILL BE DELIVERED IN ACCORDANCRWITHTHEPO Y OVIBIDN$. AUTHORIEED RE nFSENTAMEE I C i I ©198 CORD C4R>3 RATION)All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered mar of i � II REQUEST FOR MAYOR'S SIGNATURE IC�TlT Print on Cherry-Colored Paper Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Approved by Director Ori inator " _ , -: Phone (Originator): J, > Date Sent: a Date Required: Return Signed Document to �w� Contract Termination Date: {, , -• : �s VENDOR NAME: Date Finance Notified: (Only required on contracts .. 10 000 and over or on any Grant) DATE OF COUNCIL APPROVAL: Date Risk Manager Notified: q ¢?`-'a Re uired on Non-CityStandard Contracts;7( reements Has this Document been Specifically Account Number: Authorized in the Budget? YES 0 NO Brief Explanation of Document: i-�d gIC G _ , 4 € � t t E (( 3 All Contt�incts`M st Be Routed Through The Law Department (This area to be completed by the Law Department) Received: ' 3 1 d Vji 9 Approval of Law Dept.: ®�' M €i Law Dept. Comments � � _ ----- - "i't.s ff%p k.fa/;•r-�`f� q Date Forwarded to Mayor: f/� ( i i r .' Shaded Areas To Be Completed By Administration Staff r _ Received: Recommendations and Comments. "P bfl (} f Disposition: Date Returned: P]0villF—m Do-a I fu MWor's S'g-tu-dca E ram.