HomeMy WebLinkAboutContract 47317•
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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 Alan's, 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 performances 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. Scone 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` df 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. In the event no funds or insufficient funds arc 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 funds shall have been
appropriated.
5. Indemnification.
CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY
LOSS, PROPERTY DAMAGE AND/OR 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 Health Technologies, LLC
Professional Services Agreement
•
OPFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 1 of 4
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 ANY AND 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 (1) 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.
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
Thi ockmorton, 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 msureis must have a minimum rating of A- VII in the current A.M Best Key
Rating Guide, or have seasonably 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.
Assignment. 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 undei 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
1000 Throekmorton 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 o► 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 o► in equity, arise
out of the execution, performance, or attempted performance of this Agreement, venue for said
action shall he 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. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired.
i. Headings not Controlling. I-Ieadings and titles used in this Agreement are for reference purposes
only and shall not be deemed a part of this Agreement.
j. Public Information Act. Contractor understands and agrees that the City is a public entity under the
laws of the State of Texas, and as such, is subject to various public information laws and regulations,
including, but not limited to, the Texas Public Information Act, Chapter 552 of the Texas
Government Code (the "Act"). Contractor acknowledges that, under the Act, the following
information is subject to disclosure: 1) all documents and data held by the City, including information
obtained from the Contractor, and 2) information held by the Contractor for or on behalf of City that
relates to the transaction of City's business and to which City has a right of access.
k. Right to Audit. Contractor agrees that the City shall, until the expiration of three (3) years after this
Agreement, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records of the Contractor involving transactions relating to this
Agreement at no additional cost to the City. Contractor- agrees that the City shall 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 of this
section. The City shall give Contractor not less than 10 days written notice of any intended audits.
1. Entire Agreement. This written instrument constitutes the entire agreement by the Parties 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 WITNESS WHEREOF, this Agreement is executed by the Parties on the Effective Date.
CITY OF FORT WORTH:
san Alanis
ssistant City Manager
ATTEST:
Ma'iyJ. Kd
City Secre ry
Approd as to Form and Legality:
Guillermo (Will) S. Trevino
Assistant City Attorney
NO M&C REQUIRED
Integer Health Technologies, LLC
Professional Services Agreement
CONTRACTOR:
(AA„
i7cott Roloff
President
OFFICIAL RECORL'«
CITY SECRETARY
FT. WORTH, TX j
Page 4 of 4
lnte2erHeaIth
Integer Health Technologies, LLC
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 Modeling 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;
• At the lowest overall cost;
• That gets the patient back to work as quickly as possible.
High value usually doesn't mean using the physician who has the lowest fees 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 from 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;
Medical claims under your healthcare plans;
Pharmacy claims under your healthcare plans; and
Human resource records.
InteaerHealth
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.
ACCEPTED AND AGREED TO:
CITY OF FORT WORTH
By:
Name: usan A lonis
Title: Assistant City Manarr
Date of Execution: fk ' Ai It±���
Enclosures:
Claims Data Specification
Pharmacy Data Specification
Time and Attendance Data Specification
APPROVE) AS TO FORM AND LEGALITY: i
.(_. uf1?eez4.et
r�-,wnju.le St O --
Very truly yours,
Scott Roloff
President
ayser, CitSecjej
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
1
Patient Dictionary
Provldor Dictionary
Puyor Dictionary
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Claims Data Specification
9001 W Airport Fwy, Suite 830 North Richland 1-sills, Tx 76180 (817) 228-4868
Employer ID
Employer Name
Patient ID
Patient DOB
Patient Zip
Patient Gender
Patient SSN
Patient First Name
Patient Middle Name
Patient Last Name
Employee Number
Provider ID
Provider Suffix
Provider First Narne
Provider Last Name
Provider Specialty
Provider Taxonomy
Provider NPI
Payer ID
Payer Name
Payer Addressl
Payer City
Payer State
Payer Zp
Payer Class
Patient ID
Referring Provider ID
Billing Provider ID
Servicing Provider ID
Claim number
Claim Line Number
Date of Service
Place of Service
Primary Diagnosis
Diagnosis_Coding_Type
Diagnosis _2
Diagnosis _3
Diagnosis _4
Diagnosis _5
Diagnosis _6
Diagnosis _7
Diagnosis _8
CPT Code
Modifierl
Modifier2
NDC Code
RevCode
DRG
Billed Amount
Paid Amount
Units
WRVUs
Insurance ID
Encounter Number
Date of Entry
Date Voided
Employer/Location Identification Number that will link to claims
Employer Name
Patient identification Number that will link to claims
Patient Date of Birth
Patient Zip code
Patient Sex
Patient Social Security Number
Patient First Name
'Patient Middle Name
Patient Last Narne
Employee Number or ID Matching Time and Attendance Infomiation
Provider Idenfication Number
Provider Suffix (MD. DO. NO, ...)
Provider First Name
Provider Last Name
1 Provider Specialty
Provider Taxonomy
National Provider Identifier Number
Payer ID Payer ID
Payer Name Payer Name
1 PayerAddressl PayerAddressl
Payer Crly Payer City
Payer State Payer State
Payer Zip Payer Zip
Payer Class (Commercial, Medicare. :'edicaid, Self Pay)
Patient Identification number
Referring Provider Id Number (links to provider dictionary)
Billing Provider Id Number(links to pro icier dictionary)
Servicing Provider Id Number(links to provider dictionary)
Claim number
Claim Line Number
Date Service was rendered
Place of Service (Inpatient, outpatient, ER, ...) or cede (10, 11, 21, 22, 23,
Primary ICD9/ICD10
ICC9I or ICD 10
Second ICD9/ICD 10 Code
Third1CD9/1CD10 Code
Fourth IC09/ICD10 Code
Fifth ICD9/ICO10 Code
Sixth ICD9/ICD 10 Code
Seventh iCD9/ICD10 Code
Eight ICD9 Code
CPT Procedure Code or HCPCS code when available
Procedure Code Modifier 1 (when available)
Procedure Code Modifier 2 (when available)
National Drug Code (Pharmacy Claims)
Revenue Code (Facility Claims)
Diagnosis Related Group (Faciltiy Claims)
Billed Amount for this Line
Paid Amount for this line
Units for this procedure
Work Relative Value Units (when available)
Insurance ID of primary insurance
I Encounter/Visit Number
'Date Claim was Created/Entered
Date Claim was Voided Of applicable)
Text delimited (pipe delimited is perferred "I")
Time frame for Data should be 1/1/2013 - Present
I
1
0
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0
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InteserFlea Ith
Pharmacy Data Specification
9001 W Airport Fwy, Suite 830 North Richland Hills, Tx 76180 (817) 228-4868
Employer ID
Employer Name
Patient ID
I Patient DOB
I Patient Zip
'Patient Gender
'Patient SSN
I Patient First Name
I Patient Middle Name
I Patient Last Name
'Employee Number
'Provider ID
'Provider Suffix
IProvider First Name
JProvicier Last Name
'Provider Specialty
'Provider Taxonomy
'Provider DEA Number
'Provider NPI
I Payer ID
'Payer Name
'Payer Address 1
Payer City
Payer State
Payer Zip
Payer Class
Patient ID
Prescribing Provider ID
Pharmacy ID
Claim number
Claim Line Number
Date of Service
Primary Diagnosis
N DC Code
Billed Amount
Paid Amount
U nits
Payer ID
Encounter Number
Date of Entry
Date Voided
Employer/Location Identification Number that will link to claims
Employer Name
Patient Identification Number that will link to claims
Patient Date of Birth
Patient Zip code
!Patient Sex
'Patient Social Security Number
'Patient First Name
Patient Middle Name
Patient Last Name
Employee Number or ID Matching Time and Attendance Information
Provider Idenfication Number
Provider Suffix (MD, DO, NO, ...)
Provider First Name
Provider Last Name
Provider Specialty
Provider Taxonomy
Provider DEA Number
National Provider Identifier Number
Payer ID Payer ID
Payer Name Payer Name
Payer Address 1 Payer Address 1
Payer City Payer City
Payer State Payer State
Payer Zip Payer Zip
Payer Class (Commercial, Medicare, Medicaid, Self Pay)
Patient Identification number
!Referring Provider Id Number (links to provider dictionary)
'Billing Provider Id Number(links to provider dictionary)
Claim number
Claim Line Number
Date Service was rendered
Primary ICD9/ICD 10
'National Drug Code (Pharmacy Claims)
1Billed Amount for this Line
'Paid Amount for this line
'Units for this procedure
Insurance ID of primary insurance
EncounterNisit Number
Date Claim was Created/Entered
Date Claim was Voided (if applicable)
Text delimited (pipe delimited is perferred "I")
Timeframe for Data should be 1/1/2013 - Present
•
•
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InteeterHealth
Time ano Attendance Data Specification
9001 W Airport Fwy, Suile 830 North Richland Hills, Tx 76180 (817) 228-4868
First Name
Middle Name
Last Name
Social Security Number
Date of Birth
Employee Identification Number
Job Description
i
Current Annual Compensation Amount
Current Job Description
Pay Grade (if applicable)
Hourly/Salary
Employment Status (Full time, Part Time)
Pay Period
Time of Work Start Date
Return to Work Date
Absent (Yes, No)
Absence Type ( Holiday, PTO, Family Leave, etc.
Total Hours Worked during Pay Period
Total Hours Missed during Pay Period
Pay Period Payment Amount
Text delimited (pipe delimited is perferred "I")
Text
Text
Text
Text
Date Time
Text
Currency
Text
Text
Currency
Text
'Text
IDate Time
'Date Time
Text
Text
Decimal
Decimal
'Currency
i
ACOR®
CERTIFICATE OF LIABILITY INSURANCE
INTEHEA-01 CBARTON
DATE (MM/DD/YYYY)
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
the terms and conditions of the
certificate holder in lieu of such
PRODUCER
Brush Creek Partners LLC
4444 Broadway
Kansas City, MO 64111
INSURED
holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
endorsement(s).
Integer Health Technologies, LLC
9001 Airport Freeway
Suite 830
North Richland Hills, TX 76180
CONTACT
NAME:
PHONE (816) 523-2323
EMAIL i
ADDRESS: nfo@brushkc.com
INSURER A : CNA
INSURER B :
INSURER C :
INSURER D :
INSURER E
INSURER F :
INSURER(S) AFFORDING COVERAGE
FAX No): (913) 800-8249
NAIC p
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
LTRINSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY)
A X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE X OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
PRO-
JECT
X
POLICY
OTHER:
AUTOMOBILE LIABILITY
LOC
A ANY AUTO
ALL OWNED ■ SCHEDULED
AUTOS AUTOS
NON -OWNED
X HIRED AUTOS X AUTOS
UMBRELLA LIAR
EXCESS LIAB
DED RETENTION $
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
A Tech E&O
A Tech E&O
OCCUR
CLAIMS -MADE
Y/N
N/A
6020730335 09/21/2015 09/21/2016
6020730335 09/21/2015 09/21/2016
6020848773
6020848773
12/01/2015 09/21/2016
12/01/2015 09/21/2016
EACH OCCURRENCE
DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)
PERSONAL & ADV INJURY
GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG $
$
$
$
$
$
$
EACH OCCURRENCE $
AGGREGATE $
$
COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
(Per accident)
STATUTE I IEERH
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
Per Occurence
Aggregate
DESCRIPTION OF OPERATIONS / LOCATIONS / 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
City of Fort Worth
1000 Throckmorton St
Fort Worth, TX 76102-6312
CANCELLATION
$
$
$
1,000,000
300,000
10,000
1,000,000
2,000,000
2,000,000
1,000,000
1,000,000
1,000,000
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
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 1st 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 pro\ision 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 term "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 Infornnation' 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 10 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 puusuant 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 early 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 Fort 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.
(0 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 Fort 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 piacticable, 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 requited 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) Tern. This Agieement 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
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requirements of any law, legislation, consent decree, judicial action, governmental
regulation or agency opinion, enacted, issued, of 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.
�. Amendment.
The parties may agiee to amend this Agreement from time to time in any other respect
that they deem appropriate. This Agreement shall not be amended except by written
instrument executed by the parties.
S. 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 Coveted 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. Severabilitv.
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 such 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, (hi) 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 of 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 iernedy
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
further 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 "Regulator) 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 foi 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.
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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:
By:
Name: Susan Alanis
Title: Assistant City Manager
•
•
ATTEST:
APPROVED AS TO FORM AND LEGALITY:
i
Guillermo (Will) S. Trevino, Asst. City Attorney
No M&C Required
City of Fort Worth Business Associate Agreement
BUSINESS ASSOCIATE:
By:
Name: ScoW'Vso1cik2Q
r
Title: r? viz S ic(.Qw1/4---
OFFICIAL RECORD
C1TY SECRETARY
Ft WORTH, TX
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