HomeMy WebLinkAboutContract 52242 DocuSign Envelope ID:8E73BD71-BE67-4015-9490-85862B7866C3 CITY SECRETARY
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� �d`r CONTRACT NO. 5 aq a
1 I Audit Services
DEPENDENT ELIGIBILITY AUDIT SERVICES AGREEMENT
THIS AGREEMENT is made as of April 17, 2019 between CITY OF FORT WORTH,TEXAS("Client")and BMI
AUDIT SERVICES,LLC ("Auditor").
In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this
Agreement,the provisions of such attachments shall govern.
1. Services. Auditor agrees to perform for Client the Scope of Services ("Services") described in Attachment
A hereto, which is incorporated fully herein by this reference.
2. Payment for Services. Client agrees to pay Auditor for Services in accordance with the Professional Fees
described in Attachment A. Client shall pay Auditor the amounts agreed to herein upon receipt of invoices
from Auditor.
3. Confidential Information. Each party hereto ("Such Party") shall hold in trust for the other party hereto
("Such Other Party"), and shall not disclose to any non-party to the Agreement, any confidential information of
Such Other Party. Confidential information is information which relates to Such Other Party's research,
development, trade secrets or business affairs, but does not include information which is generally known or
easily ascertainable by non-parties of ordinary skill in computer systems design and programming. Auditor
hereby acknowledges that during the performance of this Agreement, the Auditor may learn or receive
confidential Client information and therefore Auditor hereby confirms that all such information relating to the
Client's business will be kept confidential by the Auditor. Auditor and Client further agree to comply with the
terms and conditions of the Business Associate Agreement executed by the parties.
4. Staff. Auditor is an independent contractor and neither Auditor nor Auditor's staff is or shall be deemed to
be employed by Client. Client is hereby contracting with Auditor for Services and Auditor reserves the right to
determine the method, manner and means by which the Services will be performed. The Services shall be
performed by Auditor or Auditor's staff, and Client shall not be required to hire, supervise or pay any assistants
to help Auditor who performs the Services under this Agreement. Auditor shall not be required to devote
Auditor's full time nor the full time of Auditor's staff to the performance of the Services required hereunder,
and it is acknowledged that Auditor has other clients and Auditor offers services to the general public. The order
or sequence in which the work is to be performed shall be under the control of Auditor. All materials used in
providing the Services shall be provided by Auditor. Auditor will notify Client as soon as possible in advance
of any planned system changes that would impact performance of work as outlined. Auditor's Services
hereunder cannot be terminated or cancelled short of completion of the Services agreed upon except for
Auditor's failure to perform to the Agreement's specification as required hereunder and conversely, subject to
Client's, or its representative's, obligation to make full and timely payment(s) for Auditor's Services in
accordance with the Professional Fees described in Attachment A. In the event of termination prior to
completion, Auditor shall be entitled to payment for the portion of the Services performed prior to the date of
termination. Client shall not provide any insurance coverage of any kind for Auditor or Auditor's staff,Auditor
shall take appropriate measures to ensure that Auditor's staff is competent and that they do not breach Section
3 hereof.
5. Administrative Support. Client, or its representative, will provide to Auditor information relative to
eligibility records maintained as follows: EFT. WOSITH,
EQ,')Ro�ET RV
Dependent Eligibility Audit Services Agreement TX � 1
DocuSign Envelope ID_8E73BD71-BE67-4015-9490-85862B7866C3
BRME BMI Audit Services
• An enrollment file containing a list of 1,000 randomly selected employees with dependents eligible to
receive benefits at the time of the audit.
• Record layouts and data descriptions appropriate to all pertinent computer files and records.
• All current published plan documentation including Summary Plan Description(s) (SPD(s)), plan
amendments,and any other correspondence or directives prepared for the purpose of interpreting and/or
clarifying plan eligibility.
Additional data processing fees for handling multiple files and/or formats or requests for reports from Client or
Client's representative beyond Auditor's standard scope of services m�ty apply, provided Client approves such
fees in writing in advance.
6.Disputes.Any disputes that arise between the parties with respect to the performance of this Agreement shall
be submitted to binding arbitration by the American Arbitration Association, to be determined and resolved by
said Association under its rules and procedures in effect at the time of submission and the parties hereby agree
to share equally in the costs of said arbitration. The Parties agree that said binding arbitration shall take place
in St. Joseph County, Indiana, at a location mutually agreed upon by the Parties or selected by the arbitrator if
the Parties are unable to agree upon a location. The final arbitration decision shall be enforceable by any court
of competent jurisdiction. In the event that this arbitration provision. is held unenforceable by any court of
competent jurisdiction, then this Agreement shall be as binding and enforceable as if this section 6 were not a
part hereof.
7.Warranty.Auditor warrants to Client that the material, analysis,data,programs and services to be delivered
or rendered hereunder,will be of the kind and quality designated and A ill be performed by qualified personnel.
Auditor makes no other warranties,whether written, oral or implied.
S. Liability. Auditor shall not be liable for any failure or delay in performance under this Agreement to the
extent said failures or delays are caused by conditions beyond its control. Such conditions include, but are not
limited to, acts of God, government restrictions,wars, insurrections and/or any other cause beyond reasonable
control of the party whose performance is affected. As a condition to the claim of non-liability, Auditor shall
give Client prompt written notice,with full details following the occurrence of the cause relied upon. Dates by
which performance obligations are scheduled to be met will be extended for a period of time equal to the time
lost due to any delay so caused.
9. Complete Agreement. This Agreement contains the entire Agreement between the parties hereto with
respect to the matters covered herein.No other agreements,representations, warranties or other matters, oral or
written, purportedly agreed to or represented by or on behalf of Auditor by any of its employees or agents, or
contained in any sales materials or brochures, shall be deemed to bind the parties hereto with respect to the
subject matter hereof. Client acknowledges that it is entering into this Agreement solely on the basis of the
representations contained herein. Notwithstanding anything to the contrary, the parties shall be bound by the
terms and conditions set forth in the Business Associate Agreement entered into between the parties.
10. Applicable Law. Auditor shall comply with all applicable laws in performing Services. This Agreement
shall be construed in accordance with the laws of the State of Indiana.
11. Additional Work and Modification. Auditor and Client must agree, in writing,to any services requested
by Client, but not included in Attachment A. Auditor will submit a new project proposal for Client to approve
Dependent Eligibility Audit Services Agreement 2
DocuSign Envelope ID:8E73BD71-BE67-4015-9490-85862B7866C3
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prior to the performance of the requested additional services by Auditor. Furthermore, this Agreement may be
amended only by a subsequent written agreement signed by both Parties and specifically reciting that it is an
amendment to this Agreement.
12. Assignment. This Agreement may not be assigned by either party without the prior written consent of the
other party, except that Auditor may without the consent of Client assign its rights and delegate its obligations
to any affiliate or to any person acquiring all or substantially all of Auditor's assets. Except for the
prohibition on assignment contained in the preceding sentence, this Agreement shall be binding upon and
inure to the benefits of the heirs, successors and assigns of the parties hereto.
13. Miscellaneous. Notwithstanding paragraph 6 above, any action to enforce the terms of this Agreement, to
construe the terms of this Agreement, and/or to enforce the terms of any arbitration award and/or order must be
filed in the federal or state courts of St. Joseph County, Indiana. The Parties hereby consent to jurisdiction in
the aforementioned courts. The headings of sections in this Agreement are provided for convenience only and
will not affect its construction or interpretation. All Parties hereto have been given the opportunity to consult
with counsel and other advisors of their choice. All Parties knowingly,voluntarily and without duress, coercion,
unlawful restraint, intimidation or compulsion, enter into this Agreement. This Agreement will be construed as
to its fair meaning and not strictly for or against any party.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first above written.
THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED
BY THE PARTIES.
Approvals:
BMI AUDIT SERVICES,LLC CITY OF FORT WORTH,TEXAS
(Auditor) (Client)
F�DOCUSIgned by:�uf -t'L,A s
SIGNATU UR 6o88f7F4EDe6478... IGNATTE
Robert Temples l`eV;1-X-
PRINT NAME PRINT NAME
Director, Operations Iv A C
TITLE TITLE
4/17/2019 y 2v/'.
]DATE x }`; DATE
f
Ate y: S``kR�S
_ #, J��At Asa K ity � istant City Attorney
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DocuSign Envelope ID:8E73BD71-BE67-4015-9490-85862B7866C3
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t BMI Audit Services
ATTACHMENT A
1. Scope of Services. Specific to this Agreement, Auditor will provide the following Services for Client.
Necessary Materials
• Client will provide Auditor with one electronic file of data containing the 1,000 randomly selected
members by Client to be included in the audit(such as names,addresses,unique employee identification
numbers, relationship codes, locations, dates of birth, and coverage election) per the enrollment file
layout provided by the Auditor. Auditor will accept the file either from Client and/or administrator(s)
responsible for administering the medical, dental, vision and/or prescription drug plans.
• Client will provide Auditor with all current published plan documentation including Summary Plan
Description(s) (SPD(s), plan amendments, and any other correspondence or directives prepared for the
purpose of interpreting and/or clarifying plan eligibility. Auditor will review all dependent eligibility
criteria established in Client's benefits documents.
Planning Phase
• Auditor will provide Client with an Audit Process Guide outlining any materials required for the audit.
Following receipt and prior to commencing any audit functions. Auditor will hold a"kick-off call"
with all pertinent Client personnel. The objectives of the call will be to realize the roles of each party
involved, determine the proper communication channels, review steps of the audit, create a tentative
timeline, and obtain a full and complete mutual understanding of Client's benefit plans, dependent
eligibility criteria and Auditor's audit process.
• Auditor's communications must be approved by all parties in advance of all planned mailing dates as
determined and agreed upon following the creation of the audit's timeline. Client shall provide
Auditor a copy of any internal communication notices sent to audit participants at any time during the
audit at least 3 business days in advance of distribution to allow for proper planning of customer
service that could be required.
• Following the kick-off call and prior to any mailings Auditor will conduct an internal orientation
session between Auditor's Project Manager and all Auditor staff assigned to Client's audit. The
orientation will review Client's industry and geographic makeup, eligibility criteria, the timeline as
well as any additional Client concerns.
Initial Mailing (Phase 1)
• Auditor will produce a Verification Mailing, consisting of an "Audit Letter"and"Dependent
Verification Form", to be approved by Client that will be mailed to all employees who have enrolled at
least one dependent. The audit mailing will advise employees included in the audit of eligibility
requirements for the plan(s), advise of an audit close date, ask questions pertaining to the plan(s)
requirements, and request documentation specific to each dependent. The mailing will also include
"Helpful Reminders and Eligibility Information"to assist the employee in understanding documentation
requirements, and in obtaining replacement documents if needed. The mailing will also contain a
postage-paid and addressed return envelope. The employee will be asked to fax, mail or upload the
required information to Auditor via a secure fax line, P.O. Box or web portal.
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If Auditor receives all the requested documentation, a confirming"Thank You Postcard" will be sent to
the employee, advising that all information required to complete the audit has been received. If Auditor
does not receive all requested documentation, Auditor will send hard copy follow-up requests referred to
as an "Incomplete Letter", indicating the member-specific missing or incomplete documentation and
deadline for submission.
Second Mailing (Phase 2)
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a Five business days after the end of Phase 1, Auditor will produce an "Extension/Reminder Letter", to be
approved by Client, and to be mailed to all employees in the audit who have not responded or have at
least one dependent who is incomplete. The mailing will include a copy of a"Dependent Verification
Form" and/or a member specific "Incomplete Letter"requesting all documentation specific to each
dependent that is necessary for Auditor to complete its verification review. The employee will be asked
to fax, mail or upload the required information to Auditor via a secure fax line, P.O. Box or web portal.
If Auditor receives all the requested documentation, a confirming"Thank You Postcard"will be sent to
the employee, advising that all information required to complete the audit has been received. If Auditor
does not receive all requested documentation, Auditor will send hard copy follow-up requests referred to
as an"Incomplete Letter", indicating the member-specific missing or incomplete documentation and
deadline for submission.
Third Mailing(Phase 3)
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a Five business days after the end of Phase 2, Auditor will produce a "Notice of Dependent Coverage
Termination Letter", to be approved by Client, and to be mailed to all employees in the audit who have
not responded or have at least one dependent whose eligibility verification is incomplete. Client may
also elect Auditor to place automated outbound phone calls in conjunction with the mailing. Each letter
and phone call will advise the employee that the deadline has passed and that unless they take immediate
action by a specified extension date, benefits for their dependents will be dropped on a stated date/time.
The mailing will include a copy of a "Dependent Verification Form" and/or a member specific
"Incomplete Letter" requesting all documentation specific to each dependent that is necessary for
Auditor to complete its verification review. The mailing and optional phone call will instruct the
employee to fax, mail or upload the required information to Auditor via a secure fax line, P.O. Box or
web portal. Auditor will continue to post all responses through the end of this drop benefit period.
Ap .................._.................._............._.................................................................................................................................................._....._....................................................................._......................................................................................................................._.........._..........................._..........._....._.................
• Client will have the option to elect a four week appeals/reinstatement period following the close of
audit after notifying employees that benefits will be terminated for one or more of their dependents.
During the appeals/reinstatement period, Auditor will handle any related calls or correspondence from
an employee concerning their dependent(s).
• At the end of the appeals/reinstatement period, Auditor will report to Client any changes in a
dependent's audit disposition and eligibility as a result.
Call Center Operations
All mailings and all follow-up correspondence will refer to Auditor's Call Center for additional support
and guidance. Features of Auditor's in-house Call Center include:
Dependent Eligibility Audit Services Agreement 5
DocuSign Envelope ID:8E73BD71-BE67-4015-9490-85862B7866C3
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BMI Audit Services
o A toll-free telephone line will be staffed during extended business hours (Mondays—
Thursdays 8:00 AM to 8:00 PM Eastern Time; Fridays 8:00 AM to 5:00 PM Eastern Time) and
supported with 24/7 voice messaging,
o Spanish speaking representatives and availability of a live translation service providing
translation in 170 languages.
o Tracking of all in-bound and out-bound messaging and return any missed calls within 1
business day. All identified calls will be logged by date. time, and Call-Center team initials.
Calls can be recorded if needed and clients can patch into any calls upon request.
Secure Web Portals
All mailings and all follow-up correspondence will refer to Auditor's secure employee web portal with
built-in Spanish translation for additional support and guidance. The employee portal is 100% secure and
confidential that will allow employees to:
o Upload their dependent eligibility verification documents directly to the Auditor dependent
eligibility processing center.
o Download forms and letters
o Determine the overall status of their audit in real time.
o View detailed explanations and guidance on how to complete the audit if their status is
"Incomplete" or"No Response".
o Receive returned mail instruction and confirm dates doc aments were sent or received.
o Access FAQs with answers.
o Review privacy and security policies.
o Resources for those who may be losing coverage as a result of the audit.
• Only authorized Auditor personnel will have access to the documents once they have been uploaded.
Before an employee can gain access to the portal, they must authenticate by using their audit ID and
employee date-of-birth.
• Auditor will provide key contacts at Client a secure employer web portal that will contain an area for its
sole access and use for management of its audit. Specified users, with permission levels set by Client,
can log in to view and download up-to-date summaries and detailed information about the status of the
audit, the project timeline, samples of audit communications, and documentation of the verification
process. In addition, Client can upload revisions to audit communication documents where applicable.
Verification& Document Processing I
• All incoming secure faxes, secure web portal uploads, mail and emails will be captured in Auditor's
document management system. In addition, documents received that contain Auditor's unique family
barcode will automatically be assigned to the corresponding family record in AUDIT iQTM while also
providing real-time document receipt status on our secure web portal. Auditor handles all mail returns
and address updates. All changes and updates logged throughout the audit and are reported to Client on a
periodic basis.
• Documentation submitted by employees will be reviewed by Auditor to determine completeness of the
submission. Auditor will not assume any responsibility or liability associated with the receipt of
falsified or altered documents. Documentation supplied by employees will be presumed to be authentic.
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BMI Audit Services
If a question as to an item's validity is raised by Auditor, it will be forwarded to Client for a
determination.
• Processing of documentation received will cease following the release of the Final Summary Update or
at the end of an appeals/reinstatement period.
• Auditor will securely destroy all collected hard copy documentation 30 days from the close of audit date.
However, Client may request an alternate disposition for their collected hard copy documentation up to
30 days prior to its scheduled destruction. All necessary postage required to mail the collected hard copy
documentation will be the responsibility of Client.
• Documentation stored electronically in Auditor's systems shall be kept for a period not to exceed six (6)
months from the close of audit date. After six (6)months, electronic data will be securely purged from
our systems. However, if notified prior to this, Client may choose to have Auditor securely purge their
electronic documents sooner.
• At the close of the audit, Client may elect to have Auditor provide them with an electronic copy of all
documents received during the course of the audit.
Reporting
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• Beginning each week after the Initial Mailing is mailed Auditor will provide a"Weekly Summary
Update" containing a status summary as well as details of audit participants who are listed as no
response, incomplete, ineligibles suspended as well as mail returns or address updates. At any point
throughout the process, an up-to-date summary of findings can be generated with real-time results.
• After the Third Mailing (Phase 3) is completed, a"Final Summary Update"will be provided. An
"Executive Report" containing narratives,tables and graphs to Client will also be provided following
the summary or after the end of the appeals/reinstatement period if elected.
• Auditor will also provide teleconference support to discuss the results in order to ensure Client
receives optimal benefit from our services. Client will make the final determination of any action to
be taken as a result of the audit findings.
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2. Professional Fees. Fees are based upon Services stated in above Scope of Services. Client will pay
Auditor Professional Fees as follows within 10 days of receipt of an invoice:
All services including printing, phones, fax, and postage: $ 19,460.00
Invoicirm Schedule
a) After fully-executing this Agreement and before the Initial Mailing: $ 7,784.00
b)After the Initial Mailing: $ 7,784.00
c) After release of Final Report: $ 3,892.00
Should any invoice remain unpaid for more than thirty(30)days,interest shall accrue on all unpaid amounts
at a rate of 1.5%per month. Auditor shall be relieved of all obligations to provide services described in this
Agreement during any period in which payments are delinquent. All project activities are subject to change
and will be revised at Auditor's sole discretion based upon the nature of the delinquent payment(s).
Note: Fees stated above are based upon the count of 1,000 randomly selected employees identified by
Client with one or more dependents (includes active employees, retirees and 4 disabled dependents). If
this count varies more than +/- 2%, Auditor reserves the right to increase or decrease fees at the rate of
$19.46 per each added/deducted employee covering one or more dependents.
Should Client elect to perform subsequent audits, Auditor will honor the pricing of$19.46 per employee
with one or more dependents until December 31, 2020.
3. Savings Guarantee. Subject to the provisions described here within and for groups with over 175
employees covering dependents,Auditor guarantees that Client will realize calculated savings equal to or
greater than the Professional Fees stated in this Agreement. Otherwise, the Professional Fees will be
adjusted to be equal to the calculated savings.
Auditor's guarantee does not apply to any audit scope other than the scope of services described within
this Agreement. Guarantee is available only for Plan Sponsors which have not conducted a dependent
eligibility audit or otherwise taken systemic action to remove ineligible dependents from its health benefit
plan(s) within the last twenty-four months. Calculated savings is defined as the number of non-verified
dependents included in Auditor's Final Report multiplied by $3,500, whether or not the plan sponsor
actually removes those dependents from benefits coverage. Sources of non-verified dependents include,
but are not limited to those who don't prove that they meet the plan's eligibility requirements, voluntary
withdrawals during an amnesty period, dependents for whom the associated subscriber fails to submit all
documentation requested, and dependents whose audit status is suspended by the Plan Sponsor during the
audit.
4.Performance Guarantee. Subject to the provisions described here within,Auditor offers the following
guarantees to Client with up to 10% of fees at risk for failing to meet the defined goals.
• 3% of overall Professional Fees at risk for accuracy of documents processed: 99% of documents
received will be processed accurately as determined by a random sampling of processed documents
upon project completion.
• 2% of overall Professional Fees at risk for timeliness of documents processed: On average,
inbound documents (physical or electronic) will be processed within 3 business days based on the
receipt date for each item.
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pocji&gn•Envelope ID:8E73BD71-BE67-4015-9490-85862B7866C3
' BMI Audit Services
• 5% of overall Professional Fees at risk for call center answering: On average, all calls will be
answered within 45 seconds.
• 2% of overall Professional Fees at risk for email inquiry responses: On average, inbound email
inquiries will be responded to within 2 business days based on the recorded date/time for each
inquiry.
• 2% of overall Professional Fees at risk for web-portal availability: Excluding any planned
maintenance,the employee web portal and client web portal will be available 99% of the time.
• 5%of overall Professional Fees at risk for project timeline: Upon confirmation of the agreed upon
timeline and any agreed upon subsequent changes to the timeline for this project by Auditor and
Client, all dates will be met or exceeded.
5. Expenses. All postage,printing, phone, fax, expenses will be the responsibility of Auditor.
Dependent Eligibility Audit Services Agreement 9
DocuSign Envelope ID:8E73BD71-BE67-4015-9490-85862B7866C3
BM11C, BMI Audit Services
BUSINESS ASSOCIATE AGREEMENT
This Agreement, made as of the date subscribed below, between the health plan(s) ("Covered
Entity") sponsored by CITY OF FORT WORTH, TEXAS and BMI AUDIT SERVICES, LLC, (the
"Business Associate").
Covered Entity is receiving and Business Associate is providing services in connection with the
operation of Covered Entity, pursuant to the terms of an agreement between them dated
11 , .7014(the"Services Agreement"). This Agreement sets forth certain terms that apply
to the relationship between Covered Entity and Business Associate that arises out of the Services
Agreement, and which are required by the Health Insurance Portability and Accountability Act,
Public Law 104-191, as amended and its associated Privacy, Security, and Breach Notification
Rules, 45 CFR Part 160 and 164 (collectively, "HIPAA"). The terms of this Agreement shall be
interpreted and applied consistently with HIPAA.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this
Agreement and for other good and valuable consideration, the receipt and sufficiency of which is
acknowledged by the parties, the parties intend to be legally bound and agree as follows:
SECTION 1
DEFINITIONS
Unless otherwise specified in this Agreement, all capitalized terms not otherwise defined shall
have the meanings established for purposes of Title 45, Parts 160, 162 and 164, of the United
States Code of Federal Regulations, as amended from time to time. For purposes of clarification,
the following terms are defined as set forth herein below:
1.1 "Breach" means the acquisition, access, use, or disclosure of protected health information
in a manner not permitted which compromises the security or privacy of the protected health
information. Breach does not include the three exceptions contained in 45 C.F.R. § 164.402(1).
1.2 "Breach Notification Rule" means the HIPAA Regulations pertaining to breaches of
Unsecured PHI as codified in 45 C.F.R. Parts 160 and 164.
1.3 "Discovery" means the first day on which a Breach is known to Business Associate
(including any person,other than the individual committing the breach,that is a workforce member
or other agent of Business Associate), or by exercising reasonable diligence would have been
known to Business Associate, to have occurred.
1.4 "Electronic PHI" or "EPHI" means PHI that is transmitted by or maintained in electronic
media.
1.5 "Electronic Transactions Rule" shall mean the final regulations issued by the Department
of Health and Human Services ("HHS") concerning standard transactions and code sets under 45
CFR Parts 160 and 162
1.6 "Privacy Rule"means the HIPAA Regulations as codified in 45 C.F.R. Parts 160 and 164.
Business Associate Agreement 1
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1.7 "Protected Health Information"or"PHI" shall have the meaning given to such term in the
Privacy Rule at 45 CFR 160.103.
1.8 "Security Incident" has the meaning set out in the Security Rule. Generally, a "Security
Incident" means any attempted or successful unauthorized access, use, disclosure, modification,
or destruction of information or systems operations in an electronic: information system.
1.9 "Security Rule" means the Security Standards and Implementation Specifications at 45
C.F.R. Parts 160 and 164.
1.10 "Unsecured PHI"means PHI that is not rendered unusable,unreadable, or indecipherable
to unauthorized individuals through the use of either the encryption method or the destruction
method, as defined in Department of HHS guidance Issued under section 13403(h)(2) of Public
Law 111-5.
SECTION 2
PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
2.1 General Permitted Uses and Disclosures. Except as otherwise limited in this Agreement,
Business Associate may use or disclose PHI to perform functions, activities, or services for, or on
behalf of, Covered Entity as specified in the Services Agreement, provided that such use or
disclosure would not violate the Privacy Rule(or Covered Entity's policies and procedures)if done
by Covered Entity. Business Associate will, in its performance of the functions, activities,
services, and operations specified above or detailed in the Services Agreement, make reasonable
efforts to use, to disclose, and to request only the minimum amount of Covered Entity's PHI
reasonably necessary to accomplish the intended purpose of the use, disclosure or request, except
that Business Associate will not be obligated to comply with this minimum-necessary limitation if
neither Business Associate nor Covered Entity is required to limit its use, disclosure or request to
the minimum necessary. Business Associate and Covered Entity acknowledge that the phrase
"minimum necessary" shall be interpreted in accordance with the Health Information Technology
for Economic and Clinical Health Act("HITECH Act"),passed as part of the American Recovery
and Reinvestment Act of 2009, Public Law 111-5, and government guidance of the definition.
2.2 Permitted Uses and Disclosures for Legal Responsibilities. Except as otherwise limited in
this Agreement, Business Associate may use PHI for the proper management and administration
of Business Associate or to carry out the legal responsibilities of Business Associate.
2.3 Permitted Uses and Disclosures for Administration. Except as otherwise limited in this
Agreement, Business Associate may disclose PHI for the proper management and administration
of Business Associate,provided that disclosures are required by law or Business Associate obtains
reasonable assurances from the person to whom the information is disclosed that it will remain
confidential and be used or further disclosed only as required by law or for the purpose for which
it was disclosed to the person,and the person notifies Business Associate of any instances of which
he/she is aware in which the confidentiality of the information has been breached.
2.4 Permitted Uses and Disclosures for Data Auregation. Except as otherwise limited in this
Agreement, Business Associate may use PHI to provide to Covered Entity Data Aggregation
services that relate to the health care operations of Covered Entity.
Business Associate Agreement 2
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BMUIII BMI Audit Services
2.5 Permitted Uses and Disclosures to Federal and State Authorities. Business Associate may
use PHI to report violations of law to appropriate Federal and State authorities, consistent with
Federal and State laws and regulations, provided that Business Associate believes in good faith
that Covered Entity had engaged in conduct that is unlawful or otherwise violates professional or
clinical standard, or that the care, services, or conditions provided by Covered Entity potentially
endangers one or more patients, workers, or the public and the disclosure is to a health oversight
agency or public health authority, or an attorney retained by or on behalf of Business Associate.
SECTION 3
OBLIGATIONS OF BUSINESS ASSOCIATE
3.1 Use of PHI. Business Associate shall not use or further disclose PHI other than as expressly
permitted or required by this Agreement or as required by law. However,Business Associate may
use PHI for the purpose of managing its internal business processes relating to its functions under
this Agreement.
3.2 Disclosure of PHI. Business Associate shall:
(a) not disclose PHI to any person other than employees or
subcontractors of Business Associate, except as approved by Covered
Entity in writing and in accordance to any Notice of Privacy Practices
provided to Business Associate by Covered Entity. Any such disclosure to
a subcontractor shall be made only upon the execution of a separate business
associate agreement as provided in Paragraph 3.5;
(b) not disclose PHI to its employees unless Business Associate has
advised them of Business Associate's obligations under this Agreement,
and the consequences for employees and for Business Associate of violating
them. Business Associate shall take appropriate disciplinary action against
any employee who uses or discloses PHI in contravention of this
Agreement; and
3.3 Appropriate Safeguards. Business Associate shall use appropriate safeguards to prevent
use or disclosure of PHI other than as provided for by this Agreement. Business Associate shall
provide Covered Entity with such information concerning such safeguards as Covered Entity may
from time to time request.
3.4 Compliance with the Security Rule. The Business Associate will comply,when applicable,
with the Security Rule with respect to EPHI.
3.5 Subcontractors. Business Associate shall ensure that any subcontractors that create,
receive, maintain, or transmit PHI on behalf of Business Associate agree to comply with the
applicable requirements of HIPAA by entering into a Subcontractor Business Associate
Agreement or other arrangement that complies with the Privacy Rule, Security Rule, Breach
Notification Rule, and this Agreement.
Business Associate Agreement 3
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BMU BMI Audit Services
3.6 Delegation of Covered Entity's Duties. To the extent Business Associate is to carry out
Covered Entity's obligations under the Privacy Rule, Business Associate will comply with the
requirements of the Privacy Rule in performance of such obligations.
3.7 Access to Networks. Business Associate agrees that while present at any Covered Entity
facility and/or when accessing the Covered Entity's computer network(s), it and all of its
employees, agents, representatives and subcontractors shall at all times comply with any network
access and other security practices, procedures and/or policies established by the Covered Entity
including, without limitation, those established pursuant to HIPAA's Security Rules.
3.8 Reporting. Business Associate shall provide Covered Entity with information regarding
all unauthorized uses and disclosures of PHI by Business Associate, its employees or
subcontractors not permitted by this Agreement and of which it becomes aware, including
Breaches of Unsecured PHI as required by the Breach Notification Rule, and the remedial action
taken or proposed to be taken with respect to such prohibited use or disclosure.
3.9 Mitipation. Business Associate shall 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.
3.10 Access to PHI. Business Associate shall, at the request of Covered Entity, provide PHI in
a Designated Record Set to Covered Entity or, as directed by Covered Entity, to an individual in
order to meet the requirements of an individual's right of access and requests for access to his or
her PHI. If the PHI is maintained electronically and the individual requests an electronic copy,the
Business Associate must provide the PHI in the form and format requested if readily producible,
or, if not, in a readable electronic form and format as agreed to by the Business Associate and
individual.
3.11 Accountiniz of Disclosures. Business Associate shall document such disclosures of PHI
and information related to such disclosures as would be required for Covered Entity to respond to
a request by an individual for an accounting of disclosures of PHI; and provide to Covered Entity
or an individual, information collected in accordance with this Agreement, to permit Covered
Entity to respond to a request by an individual for an accounting of disclosures of PHI by providing
the requested documentation of disclosures promptly to Covered Entity.
If it is determined that the Business Associate maintains an electronic health record as defined by
the HITECH Act,the Business Associate will,in addition to documenting disclosures for purposes
other than for treatment,payment,or health care operations,document disclosures for the purposes
of treatment,payment, or health care operations in accordance with the provisions of the HITECH
Act.
3.12 Amendment to PHI. Business Associate shall make any amendment(s) to PHI in a
Designated Record Set that Covered Entity directs or agrees to at the request of Covered Entity or
an individual, and in the time and manner designated by Covered Entity.
3.13 Unauthorized Uses and Disclosures. In the event Business Associate becomes aware of a
Security Incident involving EPHI, by itself or any of its agents or subcontractors, Business
Associate shall promptly notify Covered Entity, in writing, of such Security Incident. For any
Business Associate Agreement 4
bocuSign Envelope ID:8E73BD71-BE67-4015-9490-85862B7866C3
BMU",-
BMI Audit Services
Security Incidents that are attempted but unsuccessful, Business Associate may notify Covered
Entity in a monthly aggregate report. Covered Entity and Business Associate agree to act together
in good faith to take reasonable steps to investigate and mitigate any harm caused by such
unauthorized use or Security Incident.
3.14 Breach of Unsecured PHI. A Breach occurs when a use or disclosure of PHI violates the
Privacy Rule and compromises the security or privacy of the PHI. Once a violation is discovered,
the Business Associate must presume that a breach has occurred unless it can demonstrate that
there is a "low probability" that the PHI has been compromised based on a risk assessment
consisting of the four factors described below. Prior to conducting the risk assessment described
herein, the Business Associate must provide an initial notification to the Covered Entity of a
suspected Breach as described in(a).
(a) Initial Notification. The Business Associate shall notify the Covered
Entity on the same business day it discovers a Breach or suspected Breach
of Unsecured PHI.
(b) Risk Assessment. The risk assessment is fact specific and should
consider the following at a minimum:
(i) The nature and extent of the PHI involved, including the
types of identifiers and the likelihood of re-identification;
(ii) The unauthorized person who used the PHI or to whom the
disclosure was made;
(iii) Whether the PHI was actually acquired or viewed and
(iv) The extent to which the risk to the PHI has been mitigated.
If after the risk assessment the Business Associate concludes there is more
than a "low probability" that the PHI has been compromised, and no
exception from 45 C.F.R. § 164.402(2) applies, then notifications must be
provided in accordance with (c), (d), and (e) below.
(c) Follow Up Notification. When a Business Associate discovers a
Breach of Unsecured PHI, the Business Associate shall notify the Covered
Entity with the following information, to the extent possible, as soon as it
becomes available:
(i) identification of each individual whose Unsecured PHI has
been, or is reasonably believed to have been Breached;
(ii) a brief description of the Breach, including the type of
Breach(e.g.,theft, loss, improper disposal, hacking), location of the
Breach (e.g., laptop, desktop, paper), how the Breach occurred, the
date the Breach occurred and the date the Breach was discovered, if
known;
Business Associate Agreement 5
DocuSign Envelope ID: 8E73BD71-BE67-4015-9490-85862B7866C3
VBM■t,,
BMI Audit Services
(iii) a description of the type of Unsecured PHI involved (e.g.,
social security number, diagnosis, or disability code), including the
type of media, but not the Breached PHI itself;
(iv) a description of the safeguards in place prior to the Breach
(e.g., firewalls, packet filtering, secure browser sessions, strong
authentication); and
(v) a description of the actions taken in response to the Breach
(e.g., additional safeguards, mitigation, sanctions, policies and
procedures).
(d) Notification to Individual(s). When a Business Associate discovers
a Breach of Unsecured PHI that occurs while the Business Associate is
responsible for the privacy and security of the information, the Covered
Entity shall notify each affected individual in accordance with the
requirements of 45 C.F.R. § 164-.404.
(e) Notification to Media. When a Business Associate discovers a
Breach of Unsecured PHI affecting more than 500 individuals that occurs
while the Business Associate is responsible for the privacy and security of
the information, the Covered Entity shall provide a notice in the form of a
press release to a prominent media outlet in accordance with the
requirements of 45 C.F.R. § 164.406.
(f) Documentation and Retention. The Business Associate must retain
a copy of all risk assessment documentation.and notifications created or sent
in compliance with this Section 3.14 for six years. Upon request, the
Business Associate shall provide to the Plan a copy of any documentation
or notification created or sent in compliance with this Section 3.14 that was
not previously required to be provided to the Covered Entity.
3.15 Sale of PHI. Business Associate is prohibited from exchanging PHI for direct or indirect
remuneration without obtaining the individual's authorization.
3.16 Compliance. Business Associate shall make its internal practices, books, and records,
including policies and procedures relating to the use and disclosure of PHI received from, or
created or received by Business Associate on behalf of, Covered Entity, documentation required
by the Security Rule relating to safeguards,and documentation required by the Breach Notification
Rule available to Covered Entity, or to the Secretary, for purposes of the Secretary determining
Covered Entity's compliance with the Privacy Rule, Security Rule, and Breach Notification Rule.
3.17 Compliance With Electronic Transactions Rule. If Business Associate conducts in whole
or part electronic Transactions on behalf of Covered Entity for which HHS has established
standards, Business Associate will comply, and will require any of its own subcontractors it
involves with the conduct of such Transactions to comply,with each applicable requirement of the
Electronic Transactions Rule and of any operating rules adopted by HHS with respect to
Transactions.
Business Associate Agreement 6
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BMU)i,. BMI Audit Services
3.18 Amendment of Agreement. Upon the enactment of any law or regulation affecting the use
or disclosure of PHI, or the publication of any decision of a court of the United States or of this
state relating to any such law, or the publication of any interpretive policy or opinion of any
governmental agency charged with the enforcement of any such law or regulation, Covered Entity
may, by written notice to Business Associate, amend this Agreement in such manner as Covered
Entity determines necessary to comply with such law or regulation.
SECTION 4
OBLIGATIONS OF COVERED ENTITY
4.1 Obligations of Covered Entity. The Covered Entity shall:
(a) provide Business Associate with a copy of its Notice of Privacy Practices,
if requested, and will notify Business Associate of any limitation(s)in its Notice of
Privacy Practices,to the extent that such limitation may affect Business Associate's
use or disclosure of PHI;
(b) notify Business Associate of any changes in, or revocation of, permission
by individual to use or disclose PHI, to the extent that such changes may affect
Business Associate's use or disclosure of PHI;
(c) notify Business Associate of any restriction to the use or disclosure of PHI
that Covered Entity agreed to with an individual,to the extent that such restriction
may affect Business Associate's use or disclosure of PHI. The Covered Entity is
required to agree to a restriction, and the Business Associate must comply with the
restriction, in the case of a disclosure to a health plan for payment or health care
operations (and is not for the purposes of carrying out treatment) and the PHI
pertains solely to a health care item or service for which the health care provider
involved has been paid by the patient or participant in full and not by the health
plan; and
(d) notify Business Associate if an individual has requested that PHI be
provided directly to a third party pursuant to a written request signed by the
individual that clearly identifies the third party.
SECTION 5
REQUESTS BY COVERED ENTITY
5.1 Permissible Requests by Covered Entity. Covered Entity shall not request Business
Associate to use or disclose PHI in any manner that would not be permissible under HIPAA if
done by Covered Entity.
SECTION 6
TERM AND TERMINATION
6.1 Term. The Term of this Agreement shall be effective as of the date first written above, and
shall terminate when the Services Agreement between Covered Entity and Business Associate
terminates or if Covered Entity terminates for cause as authorized in Paragraph 6.2 of this
Business Associate Agreement 7
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ta" BMI Audit Services
Agreement or if Business Associate terminates for cause as authorized in Paragraph 6.3 of this
Agreement.
6.2 Business Associate's Failure to Comply with HIPAA Obligations.
(a) Opportunity to Cure: Termination. If Business Associate notifies Covered
Entity, or Covered Entity otherwise has reason to believe, that Business Associate
has violated a material term of any of the requirements set forth in this Agreement
and Covered Entity determines that a cure of such violation is possible, not later
than five (5) business days following Covered Entity's request, the Parties shall
meet (in person or by telephone) to discuss Covered Entity's concerns. Following
such meeting, Business Associate shall advise Covered Entity whether it agrees or
disagrees with Covered Entity's concerns. If Business Associate agrees with
Covered Entity's concerns,not later than five (5) business days after such meeting,
Business Associate shall propose to Covered Entity a course of action to address
Covered Entity's concerns (a "Corrective Plan") and, if necessary, the Parties
thereafter shall engage in good faith discussions in an effort to reach agreement on
the terms of the Corrective Plan. If Business Associate materially fails to
implement the terms of the mutually agreed Corrective Plan, then, in addition to
any other rights and remedies that may be available to Covered Entity,upon written
notice to Business Associate, Covered Entity shall have the right to terminate the
Agreement in its entirety. If Business Associate disagrees with Covered Entity's
concerns, then the Parties will engage in good faith discussions at successively
higher levels of management until the dispute has been resolved. Notwithstanding
the foregoing, if the Parties are unable to reach agreement on the terms of the
Corrective Plan or otherwise are unable to reach agreement with respect to Covered
Entity's concerns within sixty(60)calendar days following Covered Entity's initial
request for a meeting as described above, and Covered Entity has determined that
Business Associate has violated a material term of any of the requirements set forth
in this Agreement then, upon written notice to Business Associate, Covered Entity
shall have the right to terminate the Agreement in its entirety.
(b) No Opportunity to Cure: Termination. If Business Associate notifies
Covered Entity, or Covered Entity otherwise has reason to believe, that Business
Associate has violated a material term of any of the requirements set forth in this
Agreement and the Covered Entity believes that a cure of such violation is not
possible, then Covered Entity shall have the right upon written notice to Business
Associate to terminate the Agreement in its entirety. If Covered Entity determines
that the termination of the Agreement is not feasible, it shall report the violation to
the Secretary of Health and Human Services.
6.3 Covered Entity's Failure to Comply with HIPAA Obligations.
(a) Opportunity to Cure: Termination. If Covered Entity notifies
Business Associate, or Business Associate otherwise has reason to believe,
that Covered Entity has violated a material term of any of the requirements
set forth in this Agreement and Business Associate determines that a cure
Business Associate Agreement 8
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BMIII-, BMI Audit Services
of such violation is possible, not later than five (5) business days following
Business Associate's request, the Parties shall meet (in person or by
telephone) to discuss Business Associate's concerns. Following such
meeting, Covered Entity shall advise Business Associate whether it agrees
or disagrees with Business Associate's concerns. If Covered Entity agrees
with Business Associate's concerns, not later than five (5) business days
after such meeting, Covered Entity shall propose to Business Associate a
course of action to address Business Associate's concerns (a "Corrective
Plan") and, if necessary, the Parties thereafter shall engage in good faith
discussions in an effort to reach agreement on the terms of the Corrective
Plan. If Covered Entity materially fails to implement the terms of the
mutually agreed Corrective Plan, then, in addition to any other rights and
remedies that may be available to Business Associate, upon written notice
to Covered Entity, Business Associate shall have the right to terminate the
Agreement in its entirety. If Covered Entity disagrees with Business
Associate's concerns, then the Parties will engage in good faith discussions
at successively higher levels of management until the dispute has been
resolved. Notwithstanding the foregoing, if the Parties are unable to reach
agreement on the terms of the Corrective Plan or otherwise are unable to
reach agreement with respect to Business Associate's concerns within sixty
(60) calendar days following Business Associate's initial request for a
meeting as described above, and Business Associate has determined that
Covered Entity has violated a material term of any of the requirements set
forth in this Agreement then, upon written notice to Covered Entity,
Business Associate shall have the right to terminate the Agreement in its
entirety.
(b) No Opportunity to Cure: Termination. If Covered Entity notifies
Business Associate, or Business Associate otherwise has reason to believe,
that Covered Entity has violated a material term of any of the requirements
set forth in this Agreement and the Business Associate believes that a cure
of such violation is not possible,then Business Associate shall have the right
upon written notice to Covered Entity to terminate the Agreement in its
entirety. If Business Associate determines that the termination of the
Agreement is not feasible, it shall report the violation to the Secretary of
Health and Human Services.
6.4 Effect of Termination. Except as provided in the following paragraph, upon termination
of this Agreement for any reason, Business Associate shall return or destroy all PHI received from
Covered Entity that it maintains in any form or created or received by Business Associate on behalf
of Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors of
Business Associate. Business Associate shall retain no copies of the PHI.
In the event that Business Associate determines that returning or destroying the PHI is not feasible,
Business Associate shall provide to Covered Entity notification of the conditions that make return
or destruction infeasible. Upon mutual agreement of the parties that return or destruction of PHI
is not feasible, Business Associate shall extend the protections of this Agreement to such PHI and
Business Associate Agreement 9
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BMI< BMI Audit Services
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.
6.5 Remedies. Covered Entity's remedies under this section shall be cumulative, and the
exercise of any remedy shall not preclude the exercise of any other. If Business Associate breaches
its obligations under this Agreement, Covered Entity may, at its option:
(a) access and inspect all books and records oi'Business Associate, as outlined
in Section 3.14 of this Agreement;
(b) require Business Associate to submit to a plan of monitoring and reporting,
as Covered Entity may determine necessary to maintain compliance with this
Agreement; or
(c) terminate this Agreement, in accordance with Paragraph 6.2 of this
Agreement.
SECTION 7
MISCELLANEOUS
7.1 Amendment and Addenda. The parties agree to amend this Agreement from time to time
as necessary for Covered Entity to comply with the requirements of HIPAA. Any addenda
attached as an appendix to this Agreement shall be an integral part of'this Agreement, and this
Agreement and any such addenda shall be interpreted as one and the same instrument unless
otherwise stated in such addenda.
7.2 Survival. The respective rights and obligations of Business Associate under Section 6.4 of
this Agreement shall survive the termination of this Agreement.
7.3 Interpretation. Any ambiguity in this Agreement shall be resolved to permit Covered
Entity and Business Associate to comply with HIPAA.
7.4 Counterpart Signatures. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which taken together constitute one and the
same instrument.
7.5 No Third-Party Beneficiaries. The parties agree that there shall be no incidental or intended
third-party beneficiaries under this agreement. Nor shall any other person or entity have rights
arising from the same.
[SIGNATURES ON FOLLOWING PAGE]
Business Associate Agreement
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DocuSign Envelope ID:8E73BD71-BE67-4015-9490-85862B7866C3
■ ,.,
BMI Audit Services
IN WITNESS WHEREOF, the parties have c-used this Agreement to be duly executed
effective the/ of , 20 .
CITY OF FORT WORTH,TEXAS BMI AUDIT SERVICES,LLC
Plan Sponsor Signing on Business Associate
Behalf of Covered Entity
D«asipmd by:
By. By:
808817REDB8478...
Name: <2,v1�-, �-wH,,,,. Name:
Robert Temples
Title: �` >< ti Title: Director, operations
Aj
Date: 'Gdl Date: 4/17/2019
s
Mary J. fWktr, e 0 . Strong,Ass' City Attorney
r AC
OFFICIAL RECORD
CITY
CRE �rBusiness s�
Tjg
DocuSign,'Envelope ID:8E73BD71-BE67-4015-9490-85862B7866C3
ADDENDUM TO DEPENDENT ELIGIBILITY AUDIT SERVICES
AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
BMI AUDIT SERVICES, LLC
This Addendum to Dependent Eligibility Audit Services Agreement ("Addendum") is
entered into by and between BMI Audit Services, LLC ("Seller") and the City of Fort Worth
("City"), collectively the "parties", for a purchase of licenses.
The Contract documents shall include the following:
1. The Dependent Eligibility Audit Services Agreement; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Dependent Eligibility Audit
Services Agreement (the "Agreement"), the Parties hereby stipulate by evidence of execution of
this Addendum below by a representative of each party duly authorized to bind the parties hereto,
that the parties hereby agree that the provisions in this Addendum below shall be applicable to the
Agreement as follows:
1. Term. The Agreement shall become effective upon the signing of the Agreement
(the "Effective Date") and shall expire on December 31, 2020 (the Expiration Date"), unless
terminated earlier in accordance with the provisions of the Agreement or otherwise extended by
the parties.
2. Termination.
a. Convenience.Either City or Seller may terminate the Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
b. Breach. If either party commits a material breach of the Agreement,the non-
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach ten(10) calendar days after
receipt of notice from the non-breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Seller of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
Addendum to Software License Agreement Page 1 of 5
DocuSign Envelope ID:8E73BD71-BE67-4015-9490-85862B7866C3
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Seller for services actually rendered
up to the effective date of termination and Seller shall continue to provide City with
services requested by City and in accordance with the Agreement up to the effective date
of termination. Upon termination of the Agreement for any reason, Seller shall provide
City with copies of all completed or partially completed documents prepared under the
Agreement. In the event Seller has received access to City information or data as a
requirement to perform services hereunder, Seller shall return all City provided data to City
in a machine readable format or other format deemed acceptable to City.
3. Attorneys' Fees, Penalties, and Liquidated Darrlages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these teens and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue.The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County,Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by
Governmental Units," is self-insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Seller.
6. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
7. Limitation of Liability and Indemnity. To the extent the Agreement, in any way,
limits the liability of Seller or requires City to indemnify or hold Seller or any third party harmless
from damages of any kind or character, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
8. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
Addendum to Software License Agreement Page 2 of 5
QocuSign,Envelope ID:8E73BD71-BE67-4015-9490-85862B7866C3
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
9. Confidential Information. City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that City maintain records in
violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted
from the Agreement and shall have no force or effect. In the event there is a request for information
marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility
of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
10. Addendum Controlling. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum shall control.
11. Immigration Nationality Act. City actively supports the Immigration&Nationality
Act(INA)which includes provisions addressing employment eligibility,employment verification,
and nondiscrimination. Seller shall verify the identity and employment eligibility of all employees
who perform work under the Agreement. Seller shall complete the Employment Eligibility
Verification Form(I-9),maintain photocopies of all supporting employment eligibility and identity
documentation for all employees, and upon request, provide City with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under the Agreement.
Seller shall establish appropriate procedures and controls so that no services will be performed by
any employee who is not legally eligible to perform such services. Seller shall provide City with a
certification letter that it has complied with the verification requirements required by the
Agreement. Seller shall indemnify City from any penalties or liabilities due to violations of this
provision. City shall have the right to immediately terminate the Agreement for violations of this
provision by Seller.
12. No Boycott of Israel. Seller acknowledges that in accordance with Chapter 2270
of the Texas Government Code, City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it:
(1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The
terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section
808.001 of the Texas Government Code. By signing this Addendum, Seller certifies that Seller's
signature provides written verification to City that Seller: (1) does not boycott Israel; and(2) will
not boycott Israel during the term of the Agreement.
13. Right to Audit. Seller agrees that City shall, until the expiration of three (3) years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Seller involving transactions relating to the
Agreement. Seller agrees that City shall have access during normal working hours to all necessary
Seller facilities and shall be provided adequate and appropriate workspace in order to conduct
Addendum to Software License Agreement Page 3 of 5
Docusig,Envelope ID:8E73BD71-BE67-4015-9490-85862B7866C3
Executed this they day of 1-2-0+8.
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
By: �- performance and reporting requirements.
Name: kera.i
Title: Assistant ity Manager - fie,
Date: y 2 gal By:
Name: ,,,,
Approval Recommended: Title: __e
Approved as to Form and Legality:
By: f —
Name:
Title: By: ,,J/911"e, 7
Name: rssistant
ong
Attest: Title: City Attorney
Xontract Authorization:
t M�cC:
By: w` m
Name:
Title: City Secretary
SELLER:
BMI Audit Services, LLC
EP!DocuSigned by:
8B17FfDB6478
�c,y�F fi'c Mr -s
By.Name: Ro�iert emples
Title: Director, Operations
Date: 4/17/2019
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
Addendum to Software License Agreement Page 5 of 5