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AG 16-118II RETURN TO: ,11'ecy r1 EXT: as 3 2 AY LAW DEPARTMENT ROUTING FORM CITY OF FEDERAL * 1. ORIGINATING 2. ORIGINATING 4. TYPE ❑ CONTRACTOR PPUBLIC ❑ GOODS ❑ REAL ❑ ORDINANCE ❑ CONTRACT ❑ OTHER 5. PROJECT 6. NAME 7. EXHIBITS S. TERM: 9. TOTAL REIMBURSABLE IS SALES RETAINAGE: [.PURCHASING: 10. DOCUMENT ❑ PROJECT ❑ DIRECTOR ❑ RISK ❑ LAW 11. COUNCIL 12. CONTRACT SENT ATTACH: ❑ LAW [CHIEF IVS ❑ CITY ❑ ASSIGNED ❑ SIGNED COMMENTS: Sec DEPT./DIV: IV) RCSO t-L-C e S STAFF PERSON: V ■ eCU\ LS4- / . EXT: 053g 3. DATE REQ. BY: 081;23 I b OF DOCUMENT (CHECK ONE): SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION AMENDMENT (AG #): ❑ INTERLOCAL NAME: Me.cLestl act ryl_a Ct_t_1 OF CONTRACTOR: . ( Q&k rYl g' 4, , fit,. TAI 3 '- 1 ADDRESS: `O I i ! /,• _ ,r .' ■ • TELEPHONE . i - ' - E -MAIL: n & • 4 r a . A a n. n C.. C . v rn FAX: 617-Sit l - 124 9 SIGNAT[ NAM�,4 lb fAt G,eQ hllgM TITLE PRLS i Deny AND ATTACHMENTS:Xi SCOPE, WORK OR SERVICES X COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS '�J I JNTRACT /AMENDMENTS COMMENCEMENT DATE: Qe /a 41 ab 1 (o COMPLETION DATE: ad/ 5//90 I '1 COMPENSATION $ 151000 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) EXPENSE: ❑ YES VNO IF YES, MAXIMUM DOLLAR AMOUNT: $ TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE AMOUNT: ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED PLEASE CHARGE TO: SDI "' LIDO " c541'5/ 7-30- 44 0 /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED MANAGER MANAGEMENT (IF APPLICABLE) (- �f l i i (lo C 1311.8 I Ifv APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: SIGNATURE ROUTING TO VENDOR/CONTRACTOR DATE SENT: 08/161141P DATE RECD: $ � �� Co SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE IGNE 0 DEPARTMENT „C , GI, / 0 OF STAFF I�',��/�:��wia♦ GNATORY (MAYOR OR DIRECTOR) AIR2ST M11/ CLERK / alfiM1 AG# AG# MR COPY RETURNED DATE SENT: g -Zq -Ike Ovule +o 4.9%. CITY OF FEDERAL WAY: Ade Ariwoola, Finance Director 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -2520 (telephone) (253) 835 -2509 (facsimile) ade .ariwoolagcityoffederalway.com CITY OF .... Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www c:ityoflsderfway corn PROFESSIONAL SERVICES AGREEMENT FOR MEDICAL CLAIMS AUDIT This Professional Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City"), and J. Graham Inc., a Tennessee corporation ( "Contractor"). The City and Contractor (together "Parties ") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: J. GRAHAM, INC: John Graham 8011 Brooks Chapel Road, #4035 Brentwood, TN 37027 615- 924 -4663 (telephone) 615 -581 -1299 (facsimile) john(a7jgrahaminc.com The Parties agree as follows: 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than August 31, 2017 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ( "Services"), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Contractor a fixed fee of Fifteen Thousand and no /100 dollars ($15,000.00). 4.2 Method of Payment. Fee is payable in two equal installments; the first paid following the execution of the agreement and the balance paid upon completion of the Final Claims Audit Report. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. PROFESSIONAL SERVICES AGREEMENT 1 1/2015 GItY OF 4...,.. Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wtivw' rp, federahvay tom 4.3 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub - contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and /or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products- completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. PROFESSIONAL SERVICES AGREEMENT -2- 1 /2015 CIEY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -8325 (253) 835 -7000 otyoifederalway. com b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. c. Automobile liability insurance covering all owned, non - owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The PROFESSIONAL SERVICES AGREEMENT - 3 - 1/2015 CITY F O Federal Way CITY HALL. 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 vnvw utyoffederohvay com Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and t3encl iciarics. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. PROFESSIONAL SERVICES AGREEMENT - 4 - 1/2015 CITY Of �... Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wwnv cityoftedero/way corn 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT -5- 1/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffedera!wr3y corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY O:, DERAL WAY ell ayor DATE: 1, J. GRAHAM, INC. Title: APS, 'deit DATE: STATE OF TENNESSEE) ) ss. COUNTY OFw ■NO. ATTEST: 'e Courtney, CMC, City APPROVED AS TO FORM: Ryan Call, City Attorney, Acting On this day personally appeared before me John Graham, to me known to be the President of J. Graham Inc. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this J�� day of .tIISi0, ,.%04 C. MIciA 1.,. . STATE TENNESSEE NOTARY A Notary's signa Notary's printed name s-(- .201, c lkit otary Pu c in and for the State of Tennessee. My commission expires My Commission Expires April 11, 2020 PROFESSIONAL SERVICES AGREEMENT - 6 - 1/2015 CITY Of 41•., Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -8325 (253) 835 -7000 www. cilyotfotI'— mIW: v corn EXHIBIT A SERVICES 1. The Contractor shall do or provide the services outlined on the Scope of Services, attached as a part of this exhibit. PROFESSIONAL SERVICES AGREEMENT -7- 1/2015 E.-xhibii-A MEDICAL AUDIT SCOPE JGI will request complete claims, eligibility and banking files from each TPA covering the audit time period (at client discretion, but we recommend claims paid January 2014 to the most current month available). Our pricing is offered individually to each client with substantial savings available for combining multiple clients into one audit /site visit per TPA and an additional discount if all six clients contract for claims audits under either model. The combined approach still includes testing all benefits specific to each group and producing individual audit reports for each client, but it allows efficiencies in travel costs and professional time in handling substantial portions of the audits at each administrator together. Regardless of how the audit services are contracted, we will query the data for a wide variety of potential errors, including but not limited to: • Duplicate claims • Eligibility confirmation • Coordination of Benefits and other Third Party Liability • Pricing of claims to network discounts, UCR or other out -of- network limits • Modifier discounts such as multiple procedures, assistant surgeons • Medical edits such as unbundling of codes • Patient portions — deductible, copayments, coinsurance • Plan benefit limits and covered services • Timely filing and turnaround time • Accurate data entry including member, provider, payee (tested on site only) Audit staff will review the output of these detailed queries and determine how best to construct the claim sample to maximize recoveries, resolve any high- dollar potential errors, and address all systemic concerns. We will request a sample size of up to 500 claims per administrator depending on the size and number of groups audited together, though the audits can be accomplished with fewer site visit claims if required. JGI will identify the maximum number of contract review selections to ensure that we test pricing and contractual terms on the highest paid facilities as well. Each project includes a one -week site visit at the TPA. Our audit staff will review the sample claims while on site and will write -up all potential errors for review by TPA. We would expect the majority if not all of the answers to these write -ups during the site visit week. Within one week of answers to write -ups, we will provide the Draft Audit Report and out -of- sample claims to both the TPA and clients. We will incorporate the formal response from each TPA into a Final Audit Report. R,L., Evans Company April 8, 2015 ATTACHMENT A: BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ( "Agreement ") between J. Graham Inc. ("Business Associate ") and C, 4 red[ -,I jJi +/ ( "Covered Entity ") is effective as of the effective date of the Claims Audit Service Agreement between the parties ( "Service Agreement "). For purposes of complying with the federal Health Insurance Portability and Accountability Act of 1996 ( "HIPAA "), the Health Information Technology for Economic and Clinical Health Act of the American Recovery and Reinvestment Act of 2009 ( "HITECH ") and regulations issued under HIPAA and HITECH, Business Associate and the Covered Entity agree as follows. To the extent Business Associate is acting as a business associate of Covered Entity pursuant to the Service Agreement, the provisions of this Agreement shall apply, and Business Associate shall be subject to the penalty provisions of the HIPAA Rules as specified in 45 CFR Part 160. 1. Definitions. Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in the HIPAA Rules. (a) "HIPAA Rules" shall mean privacy, security and breach reporting regulations set forth at 45 CFR Part 160 and Part 164, Subparts A, C, D and E. (b) "PHI" means Protected Health Information, as defined in the HIPAA Rules, limited to the information created or received by Business Associate from or on behalf of the Covered Entity. 2. Uses and Disclosures. Business Associate agrees not to use or disclose PHI other than as authorized by this Agreement or as Required By Law. (a) Business Associate may use and disclose PHI to provide the services set forth in the Service Agreement, to the extent that such uses and disclosures would not violate the HIPAA Rules. Business Associate may also use PHI to created information that is de- identified in compliance with the HIPAA Rules as necessary to provide such services and to comply with the minimum necessary standard. To the extent Business Associate is to carry out an obligation of Covered Entity under 45 CFR Part 164, Subpart E, Business Associate shall comply with the requirements of 45 CFR Part 164, Subpart C that apply to Covered Entity in the performance of such obligation. (b) Business Associate may use PHI for the proper management and administration of Business Associate or to carry out its legal responsibilities. Business Associate may disclose PHI for the proper management and administration of Business Associate or to carry out its legal responsibilities if the disclosure is Required By Law or if Business Associate obtains reasonable assurance from any person or organization to which Business Associate will disclose such PHI that the person or organization will: (1) hold such PHI in confidence and use or further disclose it only for the purpose for which Business Associate disclosed it to the person or organization or as Required By Law; and (2) notify Business Associate of any instance of which the person or organization becomes aware in which the confidentiality of such PHI was breached. (c) Without limiting any uses or disclosures expressly permitted in this Agreement, Business Associate will not sell PHI or use or disclose PHI for purposes of marketing or fundraising, as defined and proscribed in the HIPAA Rules and HITECH. (d) To the extent covered by the requirements of 45 CFR § 164.502(b), Business Associate shall limit its uses and disclosures of, and requests for, PHI (1) when practical, to the information making up a Limited Data Set, and (2) in all other cases, to the minimum amount of PHI necessary to accomplish the intended purpose of the use, disclosure or request. 3. Safeguards. Business Associate will use appropriate administrative, technical and physical safeguards to prevent the use or disclosure of PHI other than as permitted by this Agreement. Business Associate will also comply with the applicable provisions of 45 CFR Part 164, Subpart C with respect to electronic PHI to prevent any use or disclosure of such information other than as provided by this Agreement. 4. Reporting. To the extent known to or discovered by Business Associate, Business Associate will report to Covered Entity, promptly and within the time periods required by applicable law, (a) any use or disclosure of PHI not permitted by this Agreement; (b) any Breach of Unsecured Protected Health Information; and (c) any Security Incidents involving electronic PHI. The parties acknowledge and agree that this section constitutes notice by Business Associate to the Covered Entity of the ongoing existence and occurrence of attempted but Unsuccessful Security Incidents (as defined below) for which no additional notice to the Covered Entity shall be required. "Unsuccessful Security Incidents" shall include, but not be limited to, pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log -on attempts, denials of service and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of electronic PHI. All reports of Breaches shall be made in compliance with 45 CFR § 164.410. 5. Subcontractors. In accordance with 45 CFR §§ 164.308(b)(2) and 164.502(e)(1)(ii), Business Associate shall require that its Subcontractors to whom it provides PHI, agree to the same restrictions and conditions that apply to Business Associate with respect to such information. 6. Mitigation. Business Associate agrees to attempt to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement. 7. Access. Business Associate agrees to comply with the Covered Entity's written request to accommodate an Individual's access to his /her PHI in a Designated Record Set maintained by Business Associate as set forth in the HIPAA Rules. In the event an Individual contacts Business Associate for access to his /her PHI, Business Associate agrees to forward promptly the written request to Covered Entity. If the requested PHI 2 is maintained electronically, Business Associate must provide a copy of the PHI in the electronic form and format requested by the individual, if it is readily producible, or, if not, in a readable electronic form and format as agreed to by Covered Entity and the individual. 8. Amendments. Business Associate shall make any amendment(s) to PHI in a Designated Record Set that the Covered Entity directs. Such amendments shall be made in the time and manner required by 45 CFR §164.526. 9. Accounting. Except for disclosures excluded from the accounting obligation by the HIPAA Rules, Business Associate shall document such disclosures of PHI by Business Associate and information related to such disclosures as would be required for the Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR §164.528. Business Associate shall provide to the Covered Entity information collected in accordance with this paragraph to permit the Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR §164.528. In the event the Secretary finalizes regulations requiring Covered Entities to provide access reports, Business Associate shall also record such information with respect to electronic PHI held by Business Associate as would be required under the regulations for Covered Entities beginning on the required compliance date of such regulations. 10. Books and Records. Business Associate shall make its internal practices, books and records relating to uses and disclosures of PHI available to the Secretary for purposes of determining the Covered Entity's compliance with the HIPAA Rules. 11. Return /Destruction. Upon the termination of this Agreement, Business Associate shall return or destroy all PHI and will retain no copies of such information, unless return or destruction is infeasible. If such return or destruction of PHI is infeasible, Business Associate may continue to maintain such PHI but shall continue to abide by the terms and conditions of this Agreement with respect to such information and shall limit its further use or disclosure of such information to those purposes that make return or destruction of the information infeasible. 12. Covered Entity's Obligations. The Covered Entity shall (a) only transmit the minimum PHI necessary to Business Associate to allow Business Associate to perform the services described in the Service Agreement and for which Covered Entity has all consents and authorizations necessary to permit such disclosure and to permit Business Associate to perform such services; (b) ensure that any Covered Entity policies or notices of privacy practices do not conflict with or limit the ability of Business Associate to perform the services described in the Service Agreement; (c) in the event that Covered Entity agrees to provide additional privacy protections to PHI relating to an Individual, notify Business Associate of such limitations promptly; and (d) in the event that an Individual revokes an authorization or consent given to the Covered Entity that pertains to the use or 3 disclosure of PHI previously transmitted to Business Associate, promptly notify Business Associate of such revocation. 13. Interpretation /Amendment. To the extent that any provision of this Agreement is in conflict with any law, regulation, rule or administrative policy of any governmental entity, the parties will take such actions as are reasonably necessary to amend this Agreement to bring it into conformity with these provisions. In the event of any conflict between this Agreement and the Service Agreement, the terms of this Agreement shall control. This Agreement shall be interpreted in such a manner as to permit the Covered Entity and Business Associate to comply with the HIPAA Rules. Nothing in this Agreement shall be construed to create any rights or remedies in any third parties. 14. Termination. In the event either party breaches the Agreement, the non - breaching party may terminate this Agreement and the Service Agreement immediately if cure is not possible or if the breaching party fails to cure the breach within thirty (30) days of being notified in writing of the breach by the other party. In addition, this Agreement shall automatically terminate upon termination of all of the Service Agreements between the parties. The obligations set forth in Section 11 shall survive any termination or expiration of this Agreement. WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed on the dates set forth below. COVERED ENTITY By: &Add lir Name: L— Tea ? �e HA Title: J I I / lR q. Date: 0 0/1 9 )010 1(0 4 J. GRAHAM INC. By: Name: Jo LA^ lkk Title: 9- Date; g// / / i' ACORII3' CERTIFICATE OF LIABILITY INSURANCE arm. --�' DATE(MMIDDIYYYY) 8/22/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Graham Insurance, Inc. 107 S. Greenwood St, Suite C Lebanon, TN 37087 CONTACT NAME: Jade E. Graham , 615 -547 -4256 I j O F.. ;t): 615- 547 -4255 1(at E -MAIL ADDRESS: Jade(aiGraham- ins.com INSURERS) AFFORDING COVERAGE Ltd NAIC # 11000 INSURER A: Sentinel Insurance Company, INSURED I. GRAHAM INC. P. O. BOX 4035 BRENTWOOD, TN 370244035 INSURER B: Hartford Underwriters Ins. Co. 30104 INSURER C: Westchester Fire Insurance Co. 10030 INSURER D: S 1,000,000 INSURER E : 1,0rr 00,000 S S 10,000 INSURER F : CERTIFICATE NUMBER: THIS IS TO CERTIFY INDICATED. NOTWITHSTANDING CERTIFICATE MAY BE EXCLUSIONS AND CONDITIONS THAT THE POLICIES ANY REQUIREMENT, ISSUED OR MAY OF SUCH OF INSURANCE PERTAIN, POLICIES. AWL INSR SUBR WVD LISTED BELOW HAVE BEEN TERM OR CONDITION OF ANY THE INSURANCE AFFORDED BY LIMITS SHOWN MAY HAVE BEEN POLICY NUMBER ISSUED TO THE INSURED CONTRACT OR OTHER THE POLICIES DESCRIBED REDUCED BY PAID CLAIMS POLICY EFF POLICY EXP (MMIDD/YYYYII(MM/DD/YYYY) NAMED ABOVE FOR THE POLICY PERIOD DOCUMENT WITH RESPECT TO WHICH THIS HEREIN IS SUBJECT TO ALL THE TERMS, LIMITS iNSR LTR TYPE OF INSURANCE A GENERAL _✓ LIABIUTY COMMERCIAL GENERAL CLAIMS -MADE LIABILITY I ✓ I OCCUR X 47SBABG3500 04/01/16 04/01/17 EACH OCCURRENCE S 1,000,000 DAMACT 1' )RENTED PREMISES (Ea occurrence) 1,0rr 00,000 S S 10,000 MED EXP (Any one person) PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE S 2,000,000 GENII AGGREGATE LIMIT APPLIES PER rill POLICY I 1 jE a 1 1 LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE LIABIUTY ANY AUTO AUTOS NED HIRED AUTOS SCHEDULED LED X 47SBABG3500 04/01/16 04/01/17 COMBINED SINGLE LIMIT (Ea $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ ✓ NON -OWNED ._.✓ I AUTOS PROPERTY DAMAGE (Per acadenn_ s S UMBRELLA UAB L— 1 OCCUR EXCESS UAB CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEB i j RETENTION $ S B ' i WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE EXCLU OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS.below Y / N N / A 47WECCR62 50 10/17/15 I 10/1]/],6 �- I WC STATU- OTH- TORY LIMITS I ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C PROFESSIONAL LIABILITY G27434381 003 P4/01/16 04/01/17 $ 1,000,000 EACH CLAIM $ 1,000,000 AGGREGATE DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Those usual to the insured's operations. City of Federal Way is an Additional Insured and Contractual Liability applies per the Business Liability Coverage Form SS0008, and the Hired Auto and Non -Owned Auto Endorsement SS0438 attached to this policy. CERTIFICATE HOLDER CANCELLATION City of Federal Way Attn: Jean Stanley 33325 8th Ave. S. Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PR • 10 . 1 A UTHORIZED REPRESENTATIVE ACORD 25 (2010105) O 1988 -20 The ACORD name and logo are registered marks of ACORD TION. rights reserved.