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HomeMy WebLinkAboutContract 47317 (( Y AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF FORT WORTH AND INTEGER HEALTH TECHNOLOGIES,LLC THIS AGREEMENT FOR PROFESSIONAL SERVICES is by and between the City of Fort Worth, Texas, a home rule municipal corporation organized under the laws of the State of Texas("City"), acting by and through Susan Alanis, its duly authorized Assistant City Manager and Integer Health Technologies, LLC, acting by and through Scott Roloff, its duly authorized President ("Contractor") (collectively referred to as the"Parties")for data analytics and predictive modeling to medical claims and human resource records ("Services"). In consideration of the mutual promises and perl'ormances set forth below, and other good and valuable consideration, the sufficiency and receipt of which the Parties acknowledge,the Parties agree as follows: 1. Term. This Agreement shall be for a term of three(3)months and shall commence on December 1., 2015 (the "Effective Date"), and end on February 29, 2016, unless terminated by either Party in accordance with this Agreement. 2. Scope of Services. Contractor shall provide data analytics and predictive modeling for workers' compensation claims, medical and pharmacy claims under City's healthcare plans, and human resource records in order to rank the physicians handling the City's workers' compensation cases. Contractor will produce a report that will include the range of total cost by diagnosis (dollars plus the value'of time absent from work),where the City's cost fell within that range,and what the City's cost would have been if the City's employees had used the high value providers that Contractor's algorithms identify. Contractor's work shall comply with all HIPAA requirements as agreed to in a Business Associate Agreement between the Parties,dated as of the date hereof: 3. Compensation.Costs shall be Five Thousand Dollars($5,000.00)and are payable within 15 days after Contractor's submission of its report to the City. 4. Termination. a. Termination for Convenience.The City or Contractor may terminate the Agreement upon ten(10) days written notice to the other Party with or without cause, provided that if the City terminates it will pay Contractor reasonable compensation for any work done prior to such termination,or b. Fiscal Funding Limitation. hn the event no fiends or insufficient fiends are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for payments due under this Agreement, then the City will immediately notify Contractor of such occurrence and this Agreement shall be terminated on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except to the portions of annual payments herein agreed upon for which fiords shall have been appropriated. 5. Indemnification, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), Integer 1-tealth Technologies, LLC , ).)°n((,")) ) RE(ORK), Page I of 4 Professional Services Agreement )r)h) ,a ) ( Rgy(' I ° MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. CONTRACTOR AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS,AGENTS,SERVANTS,AND EMPLOYEES HARMLESS AGAINST ANYAND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY(I) CONTRACTOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (II) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS AGREEMENT, EXCEPT.THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS,AGENTS,EMPLOYEES, OR SEPARATE CONTRACTORS,AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH CONTRACTOR AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS. 6. Insurance. The Contractor shall carry the following insurance with a company that is licensed to do business in Texas or otherwise approved by the City: (a) general liability insurance with a limit of $1,000,000 per occurrence, $2,000,000 in the aggregate, and (b) technology errors and omissions insurance with a limit of$1,000,000 per occurrence, $1,000,000 in the aggregate (which includes coverage for media risk(infringement of copyrights and trademark, as well as libel and slander) and information risk/cyber liability). An annual certificate of insurance, or a full copy of the policy if requested,shall be submitted to the City to evidence coverage. General Insurance Requirements: 1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 2. A minimum of Thirty(30)days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non- payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 3. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 4. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 5. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. Integer Health Technologies, LLC Page 2 of 4 Professional Services Agreement 7. Miscellaneous. a. Assignment.tent. This Agreement does not constitute either Party as the agent or legal representative of the other for any purpose whatsoever. The Parties are not granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of the other or to bind the other in any manner whatsoever. The Parties shall not assign this Agreement without the prior written consent of the other. b. Authority. Each Party covenants with the other that it has full power and authority to enter into and perform its obligations under this Agreement and the persons executing this Agreement on their behalf are duly authorized to do so by all requisite action. c. Notice. All notices,requests, demands, and other communications that are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail,return receipt requested,postage prepaid,as follows: City of Fort Worth/City: Susan Alanis,Assistant City Manager 1 000 Throckmorton Street Fort Worth,Texas 76102 Copies to: City Attorney's Office 1000 Throckmorton Street Fort Worth,Texas 76102 To Contractor: Scott Roloff,President Integer Health Technologies,LLC 9001 Airport Freeway,Suite 830 Fort Worth,Texas 76180 d. Amendments. The Parties expressly reserve the right to modify this Agreement, from time-to- time,by mutual agreement. No modification or amendment of the provisions of this Agreement shall be effective unless in writing and signed by authorized representatives of the Parties. e. Invalidity of Particular Provisions. Should any term, provision, condition, or other portion of this Agreement or the application thereof be held to be inoperative, invalid, or unenforceable,the remainder of this Agreement or the application of the term or provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect. f. No Waiver. No waiver of full performance by any Party shall be construed, or operate, as a waiver of any subsequent default or breach of any of the terms, covenants, or conditions of this Agreement. g. Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, or attempted performance of this Agreement,venue for said action shall lie in Tarrant County, Texas. This Agreement shall be governed by the laws of the State of Texas. Integer Health Technologies, LLC Page 3 of 4 Professional Services Agreement h. Severabili1y. |f any provision of this Agreement ia held ioboinvalid, illegal o, unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or i Headinas not Controlliner. Headings and titles used inthis Agreement are for reference purposes oil|y and ahu|\uotbcdeToedu part of this Agreement. '. Public Information Act. Contractor understands and agrees tbu1thoCityixmpob|iomudtyondo'd/e laws of the State of Texas,and as such, is subject to various public information laws and regulations, including, but not |imdcd to, the Texas Public Information &uL Chapter 552 of the Texas Government Code (tile "Act"). Contractor uukomviudgey that, under the Act, the following information ia subject b`disclosure: |)all documents and data held 6v the City,including infbnnu1ioo obtained from the Conti-actor, and 2) information held by the Contractor for or oil behalf of City that relates to the transaction of City's business and to which City has a right of access. k. Rialit to Audit. Contractor agrees that the City shall, until the expiration o[three(3)years alter this Agreement, have aooeao to and the right to examine at ruuuona6|* doneu any directly pod6nuut books, documents, papers and records of the Contractor involving transactions n:|oduA to this /\grcemooi at no additional cost to the City. Contractor agrees that the City ahuU have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions ofthis section. The City shall give Contractor not less than lD days written notice oy any intended audits. |. Entire Agreement. This written instrument constitutes the entire agreement bv the Pat-ties hereto concerning the work and Services to be performed hereunder, and any prior or contemporaneous, oral or written agreement, which purports to vary from the terms hereof shall be void. IN WXTNE SSWnBE,REOri,this Agreement io executed 6v the Parties on the Effective Date. CITY OF FOR7YV CONTRACTOR: —Assistant City Manager President ATTEST- & d to Form dL l�v CITY SECRUIPAR"V Assistant City Attorney YJ0M&CREQUIRED Integer Health Technologies, LLC Page 4of4 Professional Serv|omAgrno/nxot H ea It h Integer Health Technologies,LIX 9001 Airport Freeway Suite 830 Fort Worth,Texas 76180 817.849,9253 December 1, 2015 Ms. Margaret Wise Assistant Human Resources Director City of Fort Worth 1000 Throckmorton Street Fort Worth,Texas 76102 Re: Data Motlelitig of Workers'Comp Providers Dear Ms. Wise: IntegerHealth is a healthcare technology company that applies data analytics and predictive modeling to medical claims and human resource records to identify high value providers. High value means: ® The most favorable outcome for the patient; 0 At the lowest overall cost; a That gets the patient back to work as quickly as possible. High value usually doesn't mean using the physician who has the lowest Bees or who has agreed to the steepest fee discount. Unnecessary or ineffective care at low or discounted rates leads to higher,not lower,costs. In addition,treatment that extends an employee's absence from work both adds to the cost and disrupts the organization. We will model the data described below to rank the physicians handling your workers' compensation cases on this high value basis. Our report will include the range of total cost by diagnosis (dollars'plus the value of time absent fiom work),where your cost fell within that range, and what your cost would have been if your employees had used the high value providers that our algorithms identify. Our work will comply with all HIPAA requirements. About four weeks after you provide us with your data we will present our report to you at a meeting attended by your relevant decision-makers. In exchange for our work, you will pay us $5,000 within 15 days after this meeting. Please send us your following data in our specified formats for two years: City of Fort Worth December 1, 2015 Page 2 ® Workers' compensation claims; 0 Medical claims Linder your healthcare plans; a Pharmacy claims under your healthcare plans; and 0 Human resource records. If after reviewing the results you would like to move forward we can discuss entering into a contract to monitor your workers' compensation program and periodically update our ranking of the physicians. We would envision performing such work on a SAAS model (i.e. a specified dollar amount per employee per month). There is no obligation on either you or us, however, to do so. If we did enter into such a contract,we would apply the $5,000 against what you would owe to us under it. If the above is acceptable to you,please sign and date below and return a copy of this letter agreement to us. We have enclosed our data specification formats. In addition to this letter, both of us will execute a Business Associate Agreement and an Agreement for Professional Services, each dated as of the date of this letter. We very much look forward to working with you on this project. Very truly yours, Scott Roloff President ACCEPTED AND AGREED TO: CITY OF FORT WORTH By: OFFICIAL RE('010RD Nam usan Alanis C"I"IrY SEC RETARY Title: Assistant Manager WO HO 71f, ecuti : Date of Ex on "All P15 Enclosures: Claims Data Specification Pharmacy Data Specification Time and Attendance Data Specification F 0, AUO rZ APPR�OVWD�,S PTO FORM AND LEGALITY- . .... ayser, CIty aftt ty, (tef V Claims Data Specification 9001 W Airport Fvvy,Suite 830 North Richland Hills,Tx 76180(817)228-4868 Employer ID EmployeaLocation identification Numberthat will link to claims k O 6 E EmpioyerName Employer Name Patient ID Patient Identification Numberlhal will link to claims Patient DOB Patient Date of Birth a Patient Zip Patient Zip code o Patient Gender Patient Sex o Patient SSN Patient Social Security Number Patient First Name Patient First Name o°. Patient Middle Name Patient Middle Name Patient Last Name Patient Last Name Employee Number Employee Number or ID Matching Time and Attendance Information Provider ID Providerldanfication Number Z Provider Suffix Provider Suffix(MD,00,NO,..,) o Provider First Name Provider First Namo aProvider Last Name Provider Last Name c Provider Specialty Provider Specialty a Provider Taxonomy Provider Taxonomy n. PfoviderNPI National Provider Identifier Number Payer ID PayerlDPayerlD Payer Name Payer Name Payer Name PayerAddressi PayerAddressl Payer Address I 0 $ Payer City Payer City Payer City ° Payer State Payer Stale Payer State Payer Zip Payer Zip Payer Zip Payer Class Payer Class(Commercial,Medicare,Medicaid,Self Pay) Patient ID Patient Identification number Reforring Provider ID Referring Provider Id Number(links to provider dictionary) Billing Provider ID Billing Provider Id Number(links to provider dictionary) Servicing Provider ID Servicing Provider Id Number(links to providerdkYionary) Claim number Claim number Claim Line Number Clam line Number Date of Service Date Service was rendered Place of Service Place of Service(Inpatient,outpatient,ER,...)or code(10,11,21,22,23,...) Primary Diagnosis Primary ICD911CDIO Diagnosls_Coding_Type ICD91orIC010 Diagnosis_2 Second ICD911CDIO Code Diagnosis_3 Third ICD911CDIO Code Diagnosis 4 Fourth ICD911CDIO Code Diagnosis 5 Fifth ICD911CDIO Cade Diagnosis 6 Sixth ICD911CO10 Code Diagnosis 7 Seventh ICD911CDIO Code E Diagnosis 8 Eight ICD9 Code ci CPT Coda CPT Procedure Cala orHCPCS code ovherf available ' Modifiert Procedure Code Modifier 1(when available) Modifier2 Procedure Code Modifier2(when avaiable) NDC Code National Drug Code(Pharmacy Claims) RevCode Revenue Code(Facility Claims) DRG Diagnosis Related Group(Facltty Claims) Billed Amount Billed Amount for this Line Paid Amount Paid Amount for this line Units Units for this procedure WRVUs Work Relative Value Units(when available) Insurance ID Insurance IDofprtmaryinsurance Encounter Number Encounter sit Number Date of Entry Date Claim was CreatedlEntered Date Voided Data Claim was Voided(rf applicable) Text delimited(pipe delimited Is perferred Timeframe for Data should be 1/1/2013-Present lrlIC1JIJ1�r i'll �11i ', ;1 i l Pharmacy Data Specification 9001 IN Airport Fwy,Suite 830 North Richland Hills,Tx 76180(817)228-4868 Employer ID Employer/Location Identification Number that will link to claims 0 E Employer Name Employer Name w Patient ID Patient Identification Number that will link to claims Patient DOB Patient Date of Birth m Patient Zip Patient Zip code c °-� Patient Gender Patient Sex Patient SSN Patient Social Security Number s g Patient First Name Patient First Name ro Patient Middle Name Patient Middle Name Patient Last Name Patient Last Name Employee Number Employee Number or ID Matching Time and Attendance Information Provider ID Providerfdenfication Number Provider Suffix Provider Suffix(MD,DO,NO, ,..) c Provider First Name Provider First Name 0 t; Provider Last Name Provider Last Name e 0 Provider Specialty Provider Specialty V b Provider Taxonomy Provider Taxonomy Provider DEA Number Provider DEA Number Provider NPI National Provider Identifier Number PayerlD PayerlD PayerlD Payer Name Payer Name Payer Name cPayerAddressl PayerAddressl PayerAddressl 2 t; Payer City Payer City Payer City ° Payer State Payer State Payer State Payer Zip Payer Zip Payer Zip Payer Class Payer Class(Commercial,Medicare,Medicaid,Self Pay) Patient ID Patient Identification number Prescribing Provider ID Referring Provider ld Number(links to provider dictionary) Pharmacy ID Billing Provider Id Nuriber(tinks to provider dictionary) Claim number Claim number Claim Line Number Claim Line Number Date of Service Date Service was rendered Primary Diagnosis Primary ICD911CD10 £ NDC Code National Drug Code(Pharmacy Claims) Billed Amount Billed Amount for this Line B Paid Amount Paid Amount for this line Units Units for this procedure PayerlD Insurance ID of primary insurance Encounter Number Encounter/Visit Number Date of Entry Date Claim was Created/Entered Date Voided Date Claim was Vofdod(if applicable) Text delimited(pipe delimited is perferred"I") Timeframe for Data should be 1/1/2013-Present ME= Time and Attendance Data Specification 9001 W Airport Fwy,Suite 830 North Richland Hills,Tx 76180(817)228-4868 NEEMEMEMM First Name Text Middle Name Text w p Last Name Text ° E Social Security Number Text ut Date of Birth Date Time Employee Identification Number Text o Current Annual Compensation Amount Currency Q Current Job Description Text 0) Pay Grade(if applicable) Text O 4 Hourly/Salary Currency Employment Status(Full time,Part Time) Text Pay Period Text Time of Work Start Date Date Time a Return to Work Date Date Time Absent(Yes,No) Text °cu Absence Type(Holiday,PTO,Family Leave,etc. Text F- Total Hours Worked during Pay Period Decimal Total Hours Missed during Pay Period Decimal Pay Period Payment Amount Currency Text delimited(pipe delimited is perferred"�") INTEHEA-01 CBARTON ACORO' DATE(MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 12/3/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT 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: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Brush Creek Partners LLC PHONE FAX ( ) AIC No Eat:(816 523-2323) A/c No: 913 800-8249 4444 Broadway M E-MAIL info@brushkc.com Kansas City, O 64111 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:CNA INSURED INSURER B: Integer Health Technologies,LLC INSURER C: 9001 Airport Freeway Suite 830 INSURER D North Richland Hills,TX 76180 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 Al 6020730335 09/21/2015 09/21/2016 DAMAGE S( RE 300,000 CLAIMS-MADE OCCUR PREMISES Ea occurrence $ > MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X EC T POLICY❑J F—] LOC PRODUCTS-COMP/OP AGG $ 2,000,000 EC OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000 000 Ea accident A ANY AUTO 6020730335 09/21/2015 09/21/2016 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ X AUTOS X NON-OWNED PROPERTY DAMAGE $ HIREDAUTOS AUTOS Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADIE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION OTH- AND EMPLOYERS'LIABILITY Y/N STER ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ NIA E.L.EACH ACCIDENT $ OFFICERlMEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Tech E&O 6020848773 1210112015 09/21/2016 Per Occurence 1,000,000 A Tech E&O 6020848773 12/01/2015 09/2112016 Aggregate 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Fort Worth is an Additional Insured with respect to liability. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Fort Worth THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. 1000 Throckmorton St Fort Worth,TX 76102-6312 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") is entered into on this I" day of December 2015 (the "Effective Date"), by and between the City of Fort Worth on behalf of itself and its group health and welfare plans (collectively the "Covered Entity") and Integer Health Technologies, LLC("Business Associate"). RECITALS: WHEREAS, Business Associate performs or assists in performing a function or activity on behalf of Covered Entity that involves the use and/or disclosure of the Covered Entity's"protected health information" (such information, as defined in 45 C.F.R. 160.103, as such provision is currently drafted and if applicable subsequently updated, amended, or revised;referred to herein as"Protected Health Information"or"PHI"); and WHEREAS, the parties desire to enter into this Business Associate Agreement to govern the use and/or disclosure of Protected Health Information as required by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"),the Standards for Privacy of Individually Identifiable Health Information (the "Privacy Rule"), and the Security Standards for the Protection of Electronic Protected Health Information (the "Security Rule") promulgated thereunder(collectively, the"HIPAA Privacy Rules and/or Security Standards"). NOW,THEREFORE,the parties hereto agree as follows: 1. Definitions. When used in this Agreement and capitalized, the following terms have the following meanings: (a) "Breach" shall have the same meaning as the term "Breach" in 45 C.F.R. §164.402. (b) "Electronic Protected Health Information" or "ePHI" shall mean Protected Health Information transmitted by electronic media or maintained in electronic media. (c) "Individual" shall have the same meaning as the tern "Individual" in 45 C.F.R. §160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. §164.502(g). (d) "Privacy Rule" shall mean the Standards for Privacy of Individual Identifiable Health Information as set forth at 45 C.F.R. Parts 160 and 164 Subparts A and E. (e) "Protected Health Information" or "PHI" shall have the same meaning as the term "protected health information" in 45 C.F.R. § 160.103, limited to such City of Fort Worth Business Associate Agreement Page 1 of 9 information created or received by Business Associate from or on behalf of Covered Entity. (f) "Required by Law" shall have the same meaning as the term "required by law" in 45 C.F.R. § 164.103. (g) "Secretary" shall mean the Secretary of the Department of Health and Human Services or his or her designee. (h) "Security Incident" shall mean any attempted or successful unauthorized access, use, disclosure, modification or destruction of information or systems operations in an electronic information system, as more fully described in 45 C.F.R. § 164.304. To the extent permitted under the HIPAA Privacy Rules and/or Security Standards, the term Security Incident will not include: (i) unsuccessful attempts to penetrate computer networks or servers, or (ii) immaterial incidents that occur on a routine basis, such as general"pinging"or"denial of service" attacks. (i) "Security Rule" shall mean the Standards for Security of PHI, including ePHI, as set forth at 45 C.F.R. Parts 160 and 164 Subparts A and C. (j) "Unsecured Protected Health Information" shall mean protected health information that is not rendered unusable, unreadable, or indecipherable to unauthorized persons through the use of a technology or methodology specified by the Secretary as defined in 45 C.F.R. § 164.402. Terms used but not defined in this Agreement shall have the same meaning as those terms in the HIPAA Privacy Rules and/or Security Standards. 2. Obligations and Activities of Business Associate Regarding PHI. (a) Business Associate agrees not to use or further disclose PHI other than as permitted or required by this Agreement or as Required by Law. (b) Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the PHI other than as provided for by this Agreement. (c) Business Associate agrees to ensure that any agents, including sub- contractors (excluding entities that are merely conduits), to whom it provides PHI agree to the same restrictions and conditions that apply to Business Associate with respect to such information. (d) Business Associate agrees to provide access, at the request of Covered Entity, and in a reasonable time and manner designated by Covered Entity, to PHI in a Designated Record Set that is not also in Covered Entity's possession, to Covered Entity in order for Covered Entity to meet the requirements under 45 C.F.R. § 164.524. City of Fort Worth Business Associate Agreement Page 2 of 9 (e) Business Associate agrees to make any amendment to PHI in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 C.F.R. § 164.526 in a reasonable time and manner designated by Covered Entity. (f) Business Associate agrees to make internal practices books and records relating to the use and disclosure of PHI available to the Secretary, in a reasonable time and manner as designated by the Covered Entity or Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule. Business Associate shall immediately notify Covered Entity upon receipt or notice of any request by the Secretary to conduct an investigation with respect to PHI received from the Covered Entity. (g) Business Associate agrees to document any disclosures of PHI that are not excepted under 45 C.F.R. § 164.528(a)(1)as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. (h) Business Associate agrees to provide to Covered Entity or an Individual, in a time and manner designated by Covered Entity, information collected in accordance with paragraph (g) above, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. (i) Business Associate agrees to use or disclose PHI pursuant to the request of Covered Entity; provided, however, that Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity. 3. Permitted Uses and Disclosures of PHI by Business Associate. (a) Business Associate may use or disclose PHI to perform agreed upon functions, activities or services for, or on behalf of, Covered Entity so long as in accordance with the terms of this Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity. (b) Business Associate may use PHI for the proper management and administration of Business Associate and to carry out the legal responsibilities of Business Associate. (c) Business Associate may disclose PHI for the proper management and administration of Business Associate and to carry out the legal responsibilities of Business Associate if. (i) such disclosure is Required by Law, or (ii) Business Associate obtains reasonable assurances from the person City of Port Worth Business Associate Agreement Page 3 of 9 to whom the information is disclosed that such information will remain confidential and used or further disclosed only as Required by Law or for the purposes for which it was disclosed to the person, and the person agrees to notify Business Associate of any instances of which it is aware that the confidentiality of the information has been breached. (d) Business Associate shall limit the PHI to the extent practicable, to the limited data set or if needed by the Business Associate, to the minimum necessary to accomplish the intended purpose of such use, disclosure or request subject to exceptions set forth in the Privacy Rule. (e) Business Associate may use PHI to provide Data Aggregation services as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B). To the extent permitted under the HIPAA Privacy Rules and/or Security Standards, Business Associate may make available such Data Aggregation services through web-based services. (f) Business Associate may de-identify PHI as permitted by 45 C.F.R. § 164.514, and use and benefit from such de-identified information. 4. Obligations of Covered Entity Regarding PHI. (a) Covered Entity shall provide Business Associate with the notice of privacy practices that Covered Entity produces in accordance with 45 C.F.R. § 164.520, as well as any changes to such notice. (b) Covered Entity shall provide Business Associate with any changes in, or revocation of, authorization by an Individual to use or disclose PHI, if such changes affect Business Associate's permitted or required uses and disclosures. (c) Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522, if such restrictions affect Business Associate's permitted or required uses and disclosures. (d) Covered Entity shall require all of its employees, agents and representatives to be appropriately informed of its legal obligations pursuant to this Agreement and the Privacy Rule and Security Standards required by HIPAA and will reasonably cooperate with Business Associate in the performance of the mutual obligations under this Agreement. 5. Security of Protected Health Information. (a) Business Associate represents that it has implemented policies and procedures to ensure that its receipt, maintenance, or transmission of all PHI, either electronic or otherwise, on behalf of Covered Entity complies with the applicable administrative, physical, and technical safeguards required protecting the City of Port Worth Business Associate Agreement Page 4 of 9 confidentiality, availability and integrity of PHI as required by the HIPAA Privacy Rules and/or Security Standards. (b) Business Associate agrees that it will ensure that agents or subcontractors agree to implement the applicable administrative, physical, and technical safeguards required to protect the confidentiality, availability and integrity of PHI as required by HIPAA Privacy Rules and/or Security Standards. (c) Business Associate agrees to report to Covered Entity any Security Incident of which it becomes aware. Business Associate agrees to report the Security Incident to the Covered Entity as soon as reasonably practicable, but not later than 10 business days from the date the Business Associate becomes aware of the incident. (d) Business Associate agrees to establish procedures to mitigate, to the extent possible, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of this Agreement. (e) Business Associate agrees to immediately notify Covered Entity upon discovery of any Breach of Unsecured Protected Health Information (as provided in 45 C.F.R. § 164.410) and provide to Covered Entity, to the extent available to Business Associate, all information required to permit Covered Entity to comply with the requirements of 45 C.F.R. Part 164 Subpart D. (f) Covered Entity agrees and understands that the Covered Entity is independently responsible for the security of all PHI in its possession (electronic or otherwise), including all PHI that it receives from outside sources including the Business Associate. 6. Term and Termination. (a) Term. This Agreement shall be effective as of the Effective Date and shall remain in effect until the Business Associate relationship with the Covered Entity is terminated in accordance with this Section 6 herein, and all PHI is returned, destroyed or is otherwise protected as set forth in Section 6(e). (b) Termination for Cause by Covered Entity. Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach. If Business Associate does not cure the breach within 30 days from the date that Covered Entity provides notice of such breach to Business Associate, Covered Entity shall have the right to immediately terminate this Agreement and any existing underlying services agreement between Covered Entity and Business Associate. (c) Termination by Business Associate. This Agreement may be terminated by Business Associate upon 30 days prior written notice to Covered Entity in the event that Business Associate, acting in good faith, believes that the City of Port Worth Business Associate Agreement Page 5 of 9 requirements of any law, legislation, consent decree, judicial action, governmental regulation or agency opinion, enacted, issued, or otherwise effective after the date of this Agreement and applicable to PHI or to this Agreement, cannot be met by Business Associate in a commercially reasonable manner and without significant additional expense. (d) Termination for Convenience. Either party may terminate this Agreement for convenience, for any reason, upon sixty (60) days written notice to the other party. (e) Effect of Termination. Upon termination of this Agreement for any reason, at the request of Covered Entity, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. Business Associate shall not retain any copies of the PHI unless return or destruction is deemed infeasible. If the return or destruction of PHI is infeasible, Business Associate shall 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 infeasible, for so long as Business Associate maintains such PHI. For purposes of illustration only and not to limit the set of circumstances that could potentially make return or destruction infeasible, it would be infeasible for Business Associate to return or destroy certain PHI that is part of work product that must be retained for document retention/archival purposes, as well as PHI that is stored as a result of backup e-mail systems that store e-mails for emergency backup purposes. 7. Amendment. The parties may agree to amend this Agreement from time to time in any other respect that they deem appropriate. This Agreement shall not be ainended except by written instrument executed by the parties. 8. Indemnification. Business Associate shall indemnify and hold harmless Covered Entity from and against any and all costs, expenses, claims, demands, causes of action, damages, attorneys' fees and judgments that arise out of or that may be imposed upon, incurred by, or brought against Covered Entity to the extent directly resulting from a breach of this Agreement or any violation of the Privacy Rule or other applicable HIPAA regulations by Business Associate. The indemnification obligations provided for in this Section will commence on the effective date of this Agreement and will survive its termination. 9. Severability. The parties intend this Agreement to be enforced as written. However, (i) if any portion or provision of this Agreement is to any extent declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of this Agreement, or the application of Stich portion or provision in circumstances other than those as to which it is so City of Fort Worth Business Associate Agreement Page 6 of 9 declared illegal or unenforceable,will not be affected thereby, and each portion and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law; and (ii) if any provision, or part thereof, is held to be unenforceable because of the duration of such provision, the Covered Entity and the Business Associate agree that the court making such determination will have the power to modify such provision, and such modified provision will then be enforceable to the fullest extent permitted by law. 10. Notices. All notices, requests, consents and other communications hereunder will be in writing, will be addressed to the receiving party's address set forth below or to such other address as a party may designate by notice hereunder, and will be either(i)delivered by hand, (ii)made by facsimile transmission, (iii) sent by overnight courier, or (iv) sent by registered mail or certified mail,return receipt requested,postage prepaid. If to the Covered Entity: If to the Business Associate: Assistant City Manager for HR President 1000 Throckmorton Integer Health Technologies, LLC Fort Worth,Texas 76102 9001 Airport Freeway Suite 830 with copy to: Fort Worth, Texas 76180 City Attorney's Office at same address 11. Regulatory References. A reference in this Agreement to a section in the Privacy Rule means the referenced section or its successor, and for which compliance is required. 12. Headings and Captions. The headings and captions of the various subdivisions of the Agreement are for convenience of reference only and will in no way modify or affect the meaning or construction of any of the terms or provisions hereof. 13. Entire Agreement. This Agreement sets forth the entire understanding of the parties with respect to the subject matter set forth herein and supersedes all prior agreements, arrangements and communications, whether oral or written,pertaining to the subject matter hereof. 14. Binding Effect. The provisions of this Agreement shall be binding upon and shall inure to the benefit of both parties and their respective successors and assigns. City of Fort Worth Business Associate Agreement Page 7 of 9 15. No Waiver of Rights,Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, will operate as a waiver of any such right, power or remedy of the party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, will preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto will not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement will entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of the party giving such notice or demand to any other or firrther action in any circumstances without such notice or demand. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent will be deemed to be or will constitute a waiver or consent with respect to any other terms or provisions of this Agreement,whether or not similar. Each such waiver or consent will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver or consent. 16. Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Texas. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, or attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas. 17. Interpretation. It is the parties' intent to comply strictly with all applicable laws, including without limitation, HIPAA, state statutes, or regulations (collectively, the "Regulatory Laws"), in connection with this Agreement. In the event there shall be a change in the Regulatory Laws, or in the reasoned interpretation of any of the Regulatory Laws or the adoption of new federal or state legislation, any of which are reasonably likely to materially and adversely affect the manner in which either party may perform or be compensated under this Agreement (or any related agreement for services to which this Agreement pertains) or which shall make this Agreement (or such related agreement)unlawful, the parties shall immediately enter into good faith negotiations regarding a new arrangement or basis for compensation pursuant to this Agreement (or such related agreement) that complies with the law, regulation or policy and that approximates as closely as possible the economic position of the parties prior to the change. In addition, the parties hereto have negotiated and prepared the terms of this Agreement in good faith with the intent that each and every one of the terms, covenants and conditions herein be binding upon and inure to the benefit of the respective parties. City of Port Worth Business Associate Agreement Page 8 0179 18. Review of Counsel. The parties acknowledge that each party and its counsel have had the opportunity to review and revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. 19. Signature Authority. The person signing this Agreement hereby warrants that he or she has the legal authority to execute this Agreement on behalf of his or her respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. IN WITNESS WHEREOF, the parties have executed this Business Associate Agreement as of the Effective Date. COVERED ENTITY: BUSINESS ASSOCIATE: By: By: Name, Susan Alanis Name: Title: Assistant City Manager Title: as ATTEST: 8 6® Wy l(al' -otily S#retar % " oo AS D OW' APPROVED AS TO FORM AND LEGALITY: Guillermo (Will) S. Trevino,'Asst. City Attorney No M&C Required OF""ICIALRECORD rx City of Fort Worth Business Associate Agreement Page 9 of 9