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HomeMy WebLinkAbout5769AGENDA BILL CITY OF BREMERTON CITY COUNCIL 5H SUBJECT: Professional Services Study Session Date: November 8, 2017 Agreement with' -Systems Design West, % COUNCIL MEETING Date: November 15, 2017 "LLC for Billing and Payment Processing Department: Fire of EMS Patient Transport Services Presenter: . David Schmitt, Fire Chief Phone: 360-473-5380 SUMMARY: Systems Design West, LLC shall provide the Fire Department specific services related to the billing and payment processing of EMS patient transport services that are provided to the general public by the Fire Department. ATTACHMENTS: Professional Services Agreement, Certificate of Liability Insurance FISCAL IMPACTS (Include Budgeted Amount): The 2018 budgeted amount'is $34,000.00 STUDY SESSION AGENDA: ® No Presentation ❑ Full Presentation STUDY SESSION ACTION: ® Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Professional Services Agreement with Systems Design West, LLC; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented COUNCIL ACTION: 2(Approve ❑ Den Table Continue N Y ❑ ❑ ❑ o Action Form Updated 01/07/15 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("AGREEMENT") is made and entered into this 1st day of January, 2017 by and between, City of Bremerton ("Fire Department") 911 Park Avenue, Bremerton, WA 98337 and Systems Design West, LLC a Washington limited liability company having their principal place of business located at 19265 Powder Hill Place NE Poulsbo,' Washington 98370 hereinafter referred to as the ("Consultant") Collectively the Fire Department and the Consultant shall be known as the "PARTIES". RECITALS: (a) WHEREAS, the Fire Department and the Consultant desire to enter into a "Professional Services Agreement", (b) NOW, THEREFORE, in consideration for the mutual obligations contained herein the Fire Department and the Consultant, each intending to be legally bound by this agreement, hereby mutually covenant and agree as follows: 1. SCOPE OF SERVICES. The Consultant shall provide to the Fire Department specific services related to the billing and payment processing of EMS patient transport services that are provided to the general public by the Fire Department. The following Scope of Services shall be incorporated into this contract as general services performed by the Fire Department and the Consultant under this agreement. 1.1 The Fire Department, with assistance from Consultant, shall apply for Provider Status or updated Status with Medicare, Medicaid, and all public and private insurances which will be billed as a part of this Scope of Services. The Fire Department shall assist the Consultant to obtain the necessary certifications, numbers and documentation needed for Consultant to provide the services identified in sections 1.2 and 1.3 below. The Fire Department agrees to furnish and assist the Consultant with the following: (a) The Fire Department agrees to provide a complete and legible "PCR" (Patient Care Report) to the Consultant including patient name, address and pertinent billing and insurance information from the field, including a copy of the patient signature for authorization of benefits and responsibility for payment, authorizing billing of Medicare, Medicaid and any insurance the patient is a subscriber to. The original patient signature must be maintained by the Fire Department and made available to the Consultant and/or insurance payers upon request. The amounts to be billed will be determined by the Fire Department in the form of a resolution or ordinance to be incorporated into this agreement as an attachment exhibit. (b) The Fire Department agrees to furnish the Consultant with hospital ER forms (face/admit sheets) with demographic and insurance information attached to the PCR if requested by Consultant. Copies of any payments made directly to the Fire Department will be forwarded to the Consultant for accounting purposes in a timely manner. The Fire Department agrees to generate any refund checks.due to overpayments identified by the Consultant directly to the payer to which the refund is due, based on detailed information provided by the Consultant. The Fire Department shall provide additional information as may be required by insurance companies or other agencies in order to facilitate the Consultant's obligations to the Fire Department. 1 (c) The Fire Department agrees to furnish to the Consultant to be made part of this agreement as an attachment: resolutions pertaining to this Scope of. Services; specific write off policies; collections procedures; rates and fees to be charged by the Fire Department and administered by Consultant as part of the Scope of Services performed under this agreement. 1.2 Upon receipt of the PCRs and Batch Log from the Fire Department, the Consultant shall: set up a patient account in Consultant's proprietary software application and create a patient record; perform all billing operations including follow up statements and any necessary rebilling of EMS patient transport services provided by the Fire Department to the subscriber's medical insurances, Medicare, Medicaid and any and all known secondary insurance providers; produce and forward CMS 1500 forms and/or electronic medical claims per payer's rules and regulations within the legal boundaries of all federal and state laws; produce and mail an initial invoice and subsequent statements to all private patient accounts on behalf of the Fire Department; file any applicable appeals to insurance payers and/or Medicare and Medicaid on behalf of the patient if necessary to. pursue the claim. 1.3 The Consultant shall: receive at its facilities all payments (except those directly deposited into the Fire Department's account by insurances and Medicare/Medicaid via EFT) Explanations of Benefits and Electronic Remittance Advices; account for all payments; deposit all funds directly into the Fire Department's "deposit only" account; forward deposit information to the Fire Department within 24 hours of such deposit; initiate and forward refund information and adjustments made on behalf of the patient's account to the Fire Department. The Consultant shall provide to the Fire Department a minimum of four (4) standard reports each month including: a) Aged Accounts Receivable b) Month End Summary c) Annual Collection Statistics d) Transaction Journal. These reports will include information related to amounts billed, amounts collected and uncollected, insurance and Medicare/Medicaid allowable and disallowable. 1.4 The Consultant shall provide live customer service to Fire Department's patients via toll free phone numbers to answer patient billing questions Monday through Friday from 8:OOam through 6:00 pm, Pacific Standard Time (except Federal holidays). 1.5 The Consultant shall provide all labor, materials and equipment necessary to perform the work specified in the above scope of services. 2. FEES, EXPENSES, & PAYMENT. For and in consideration of the services provided by the Consultant identified above, the Fire Department shall pay to the Consultant an amount not to exceed $20.50 per transport through December 31, 2017, and $21.50 per transport thereafter. In addition, the Fire Department will pay actual postage for patient invoices and statements per the Scope of Services performed under this agreement. The Fire Department shall remit payment for services rendered under this agreement to the Consultant within 30 days from receipt of Consultant's monthly invoice to the Fire Department. 3. PAYMENT OF TAXES. The Consultant shall be liable for any and all federal, state, and local sales, excise taxes and assessments as a result of the payment for services rendered.under this agreement. 2' 4: TERM OF AGREEMENT. The Consultant shall commence the work called for in this agreement on the date of the agreement and perform such work uninterrupted for two years. This agreement shall automatically renew on its anniversary date for four (4) additional two-year terms, unless terminated by either party. This agreement may be amended by the parties upon mutual agreement of terms and conditions via an amendment to the Professional Services Agreement to be signed by both. parties of the agreement. 5. SCHEDULE OF ATTACHMENT EXHIBITS. The following attachments are acknowledged by the parties and made part of this Agreement. # 1: Rates to be charged per transport [to be provided by the Fire Department] # 2: EMS Policies to be administered [to be provided by the Fire Department] # 3: State of Washington Records Storage Policy # 4: Systems Design Liability Insurance policies # 5: Business Associate Agreement 6. INDEPENDENT CONSULTANT STATUS. The Consultant performs this Agreement as an independent Consultant, not as an employee of Fire Department. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that neither method of computation of payment nor any other provision contained herein nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of Fire Department and an independent Consultant.. 7. TERMINATION. Either party may terminate this agreement with a minimum of 30 days notice to the other party. The Consultant shall upon termination by either party provide 60 days of follow up service to the outstanding patient accounts including posting payments, making deposits, and two (2) months of follow up reports to the Fire Department. Consultant shall deliver and document the return of all documentation in Consultants possession per the attached "Records Storage Agreement". In the event this agreement is terminated by either party and the terms for payment for services include a percent of collections method, Fire Department shall pay to Consultant the agreed upon percentage of collected, revenues until all accounts created by Consultant are settled. 8. INSURANCE. The Consultant shall maintain statutory minimum Worker's Compensation or Labor and Industry insurance as required by the laws of any state or country in which Services are performed. The Consultant will provide and make as part of this agreement as an attachment, a certificate of liability insurance with a minimum amount of commercial general liability of $ 1,000,000 per occurrence and an aggregate of $ 2,000,000 and maintain such insurance for the duration of this agreement. The Consultant shall provide an annual updated Certificate of Insurance to the Fire Department upon the policy expiration date.' The Consultant shall provide notice to the Fire Department in the event the policy is cancelled or terminated for any reason prior to the policy expiration date. Consultant. Any payment of deductible or self insured retention shall be the sole responsibility of the 3 The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable.to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The. Consultant's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall bean affirmative obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, attn: Risk Management, 345 6th Street, Suite 600, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to` do so shall be a breach of this Agreement. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. 9. END USER SOFTWARE LICENSE & CONFIDENTIAL INFORMATION. The term "CONFIDENTIAL INFORMATION AND SOFTWARE" shall mean: (i) any and all Information and proprietary software which is disclosed or provided by either party ("OWNER OF THE INFORMATION") to the other ("RECIPIENT") verbally, electronically, visually, or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary; and (ii) Confidential Information may include, but not be limited to, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques, marketing plans, strategies, forecasts, client lists, employee information, and financial information, confidential information concerning Fire Department and Consultant's business or organization,* as the parties have conducted it or as they may conduct it in the future. In addition, Confidential Information may include information concerning any of past, current, or possible future products or methods, including information about research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, leasing, and/or software (including third party software). 9.1 TREATMENT OF CONFIDENTIAL INFORMATION. Fire Department's Confidential Information shall be treated as strictly confidential by Recipient and shall not be disclosed by Recipient to any third party except to those third parties operating under non -disclosure provisions no less restrictive than in this Section and who have a justified business "need to know". Fire Department shall protect the deliverables resulting from Services with the same degree of care. This agreement imposes no obligation upon the Parties with respect to Confidential Information which either party can establish by legally sufficient evidence: (a) was in the possession of, or was rightfully known by the Recipient without an obligation to maintain its confidentiality prior to receipt from Fire Department; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality; (d) is independently developed by Recipient without the participation of individuals who have had access to the Confidential Information; or (e) is required to be 4 disclosed by court order or applicable .law, provided notice is promptly given to the Fire Department and provided further that diligent efforts are undertaken to limit disclosure. 9.2 CONFIDENTIALITY AND DISCLOSURE OF PATIENT INFORMATION. Use and Disclosure of Protected Health Information. The parties hereto agree that in order for the Consultant to perform its duties as expected by the Fire Department, it will be necessary for the Consultant to use and disclose Protected Health Information ("PHI"), as such term is defined at 45 CFR §164.501. The parties of this agreement further acknowledge and make part of this agreement as an attachment to this agreement a "Business Associate Agreement" to be maintained and updated whenever applicable by either party of this agreement. 9.3 PERMITTED AND REQUIRED USES AND DISCLOSURE OF PHI. The Parties hereto agree that the Consultant may use and disclose PHI in order to carry out any Payment function covered under the definition of "Payment" contained in 45 CFR §164.501. The Parties hereto further agree that the Consultant may use or disclose PHI for any use or. disclosure that is required by law. 10. INDEMNITY. Each Party ("INDEMNIFYING PARTY") shall indemnify and hold the other Party ("INDEMNIFIED PARTY") harmless against any third party claim, including costs and reasonable attorney's fees, in which the Indemnified Party is named as a result of the negligent or intentional acts or failure to act by the Indemnifying Party, its employees or agents, while performing its obligations hereunder. This indemnification obligation is contingent upon the Indemnified Party providing the Indemnifying Party with prompt written notice of such claim, information, all reasonable assistance in the defense of such action, and sole authority to defend or settle such claim. 10.1 Notwithstanding any other provision of this agreement, no party shall be liable for (a) any special, indirect, incidental, punitive, or consequential damages, including loss of profits or business arising from or related to the services or other deliverables hereunder or a breach of this agreement, even if such party has been advised of the possibility of such damages; or (b) any damages (regardless of their nature) for any delay or failure by a party to perform its obligations under this agreement due to any cause beyond such party's reasonable control. 11. SURVIVABILITY. The terms of Section 8 and 9 shall survive termination of this Agreement. If the Parties have executed a separate agreement that contains confidentiality terms prior to or contemporaneously with this Agreement, those separate confidentiality terms shall remain in full force to the extent they do not conflict. The "Business Associate Agreement" has terms incorporated to establish the continuance of covenants for the parties to disclose PHI for the continued operations of "Payment". 12. WARRANTIES AND REPRESENTATIONS. Each party warrants that it has the right and power to enter into this Agreement and an authorized representative has executed this Agreement. Consultant warrants that the Services will be performed in a professional and workmanlike manner in accordance with recognized industry standards. To the extent Services provided by Consultant are advisory; no specific result is assured or guaranteed. Consultant EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED. 5 13. NOTICE. Any notice, demand, request, consent, approval, or other communication that either party desires or is required to give to the other party related to any of the content of this agreement shall be presented in writing and served personally or sent by prepaid, first class mail to the addresses set forth below. Either party may change its address by notifying the other party of its change of address in writing. I Fire Department: City of Bremerton 911 Park Avenue Bremerton, WA 98337 Consultant: Systems Design West, LLC 19265 Powder Hill PI NE Poulsbo, WA 98370 14. NONWAIVER. No modification to this' Agreement nor any failure or delay in enforcing any term, exercising any option, or requiring performance shall be binding or construed as a waiver unless agreed to in writing by both parties. No delay or omission of the right to exercise any power by either party shall impair any such right or power, or be construed as a waiver of any default or as acquiescence therein. One or more waivers of any covenant, term or condition of this Agreement by either party shall not be construed by the other party as a waiver of a subsequent breach of the same covenant, term or condition. 15.. APPLICABLE LAW. The laws of the State of Washington shall govern the construction, validity, performance and enforcement of this Agreement. Venue as to any action, claim, or proceeding arising out of, or based upon this Agreement, including, but not limited to, any action for declaratory or injunctive relief, shall be the Kitsap County Superior Court in the State of Washington. Each party shall be responsible for its own attorney's fees and costs. 16. CONFLICT OF INTEREST. The Consultant covenants,. warrants and represents that the Consultant or any employees of Consultant has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner with the subject matter or the performance of this Agreement. the Consultant further covenants, warrants and represents that in the performance of this Agreement, no person having any such interest shall be employed by the Consultant in the future. 17. ENTIRE AGREEMENT. This Agreement and any schedules, appendices, attachments and exhibits attached hereto sets forth all of the covenants, promises, agreements, conditions and understandings between the parties hereto, and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than as herein set forth. Except as herein otherwise expressly provided, no contemporaneous or subsequent agreement, understanding, alteration, amendment, change or addition to this Agreement, or any schedule, appendix, exhibit or attachment thereto shall be binding upon the parties of this Agreement hereto unless reduced to writing and signed by both parties. This Agreement constitutes a final, complete and exclusive statement of the agreement between, the parties. The Parties hereby agree to all of the above terms, conditions, covenants and have executed this Agreement by a duly authorized representative. 0 Dated this 4 *day of%C.�il� , 2017 " City of Bremerton By: 6?4g / - Print: g9 DG Lewr- Title:�'�f%i� Approved n to form: qBreme on City torn l Attest: City Clerk Dated this 12 day of September , 2017 Systems Design West, LLC "Consultant" By: Print: Jennifer Braus Title: CEO 7 PO Box 3510 Silverdale, WA 98383 SYSTEMS DESIGN' (360) 394-7020 September 6, 2017 City of Bremerton 911 Park Ave Bremerton, WA 98337-1550 Dear Chief David Schmitt: This letter is regarding our Professional Services Agreement for next year, set to automatically renew on 1/1/18. I am proposing an amendment to the,original Professional Services Agreement effective on 1/1/18. Here at Systems Design West, we have grown tremendously thanks to positive referrals from loyal and satisfied clients like you. In addition, we have not increased our rates with our clients for over 7 years because of our ability to realize operational efficiencies. However, due to rising costs of living, we are in, need of a price increase in order to stay competitive in our labor market so we can retain the best staff and maintain the excellent quality and customer service you have come to expect from us. For this reason, I propose a rate increase of $1.00 per transport, resulting in a new price of $21.50 per transport plus postage. Given your average volume of transports per month, I estimate a monthly increase of $130 from your current invoice. This letter, when signed below, can serve as the `mutual agreement of both parties' to the proposed amendment. At your earliest convenience, please return a signed copy of this letter to me as an agreement of this amendment. If you have any questions, please give me a call. On behalf of all of our staff at Systems Design West, I'd like to thank you for your continued support. We have enjoyed partnering with you for many years and look forward to many more! Thank you in advance for your attention to this matter. Sincerely, Approved, City of Bremerton By: Jennifer Braus Date: �7- CEO , Page, 1 of 1 SCHEDULE OF ATTACHMENT EXHIBITS This attached reference pertains to the PSA between the City of Bremerton ("Fire Department") and Systems Design West for billing and medical payment processing of EMS patient transport services. Per page 3, item 5 "SCHEDULE OF ATTACHMENT EXHIBITS": 1. Rates to be charged per transport (refer to current Rates and Fees Schedule, City of Bremerton, Fire Department —Rate Table E) 2. EMS Policies to be administered (refer to current Bremerton Fire Department EMS policies) 3. State of Washington Records Storage Policy (refer to current State of Washington records retention policy) 4. Systems Design Liability Insurance policies (see attached) 5. Business Associate Agreement (see attached) SYSTDFS-02 ACORL?� CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 9/13/2017 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 have ADDITIONAL INSURED provisions or 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 Willis of New York, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT Willis Towers Watson Certificate Center NAME: PHONE FAX (A/C, No, Ext): (877) 945-7378 (AIC, No):(888) 467-2378 ADDRESS, certificates@willis.com Nashville, TN 37230-5191 INSURERS AFFORDING COVERAGE NAIC # INSURER A: Continental Casualty Company 20443 EACH OCCURRENCE $ 1'000,000 INSURED INSURER B: National Fire Insurance Company of Hartford 20478 INSURER C : Systems Design West INSURER D: 19265 Powder Hill Place NE Poulsbo, WA 98370 INSURER E INSURER r: B COVERAGES CFRTIFICATF Nl1MRFR• RFVISInN NIIMRFR- 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 LTRIN TYPE OF INSURANCE ADDL SD SUER WV POLICY NUMBER POLICY EFF MIDD POLICY EXP IDD LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR 6023971937 01/11/2017 01/11/2018 EACH OCCURRENCE $ 1'000,000 DAMAGE TO RENTED 100,000 PREMISES Ea occu erce $ MED EXP (Any oneperson) $ 15'000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY FJE� ❑X LOC OTHER: GENERAL AGGREGATE $ 2'000'000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY 6023971968 01/11/2017 01/11/2018 COMBINED SINGLE LIMIT 1,000,000 Ea accident $ BODILY INJURY Perperson) $ BODILY INJURY Per accident $ PROPERTY DAMAGE Per accident $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 6023971954 01/11/2017 01/11/2018 EACH OCCURRENCE $ 1'000'000 AGGREGATE $ 1'000'000 DED I X I RETENTION$ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ A Commercial Property 6023971937 01/11/2017 01/11/2018 Bus income:$500K/BPP 170,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is an Additional Insured and Loss Payee as required by written contract or agreement with respect to Liability arising out of the Named Insured's operations. CFRTIFICATF Hni DFR rANrFI I ATInAI City of Bremerton SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn: Risk Management THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 345 6th St. - Ste 600 ACCORDANCE WITH THE POLICY PROVISIONS. Bremerton, WA 98337 AUTHORIZED REPRESENTATIVE Evidence of I surance ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Attachment No. 5 to Professional Services Agreement HIPAA Business Associate Attachment Between the City of Bremerton and Systems Design West, LLC This Attachment No. 5 is hereby incorporated into the existing professional services agreement entered into between City of Bremerton and Systems Design West, LLC. This Attachment is executed to ensure that Systems Design West, LLC ("Contractor") will appropriately safeguard protected health information ("PHI") that is created, received, maintained, or transmitted on behalf of City of Bremerton in compliance with the applicable provisions of Chapter 70.02 RCW, the Uniform Health Care Information Act ("UNCIA") as amended, with Public Law 104-191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F — Administrative Simplification, Sections 261 etseq. ("HIPAA") as amended, and with Public Law 111-5 of February 17, 2009, known as the American Recovery and Reinvestment Act of 2009, Title XII, Subtitle D — Privacy, Sections 13400 etseq., the Health Information. Technology and Clinical Health Act (the "HITECH Act") as amended. A. General Provisions 1. Meaning of Terms. The terms used in this Attachment shall have the same meaning as those terms defined in the UHCIA and HIPAA. Where definitions in the two Acts differ, UHCIA definitions shall control. 2. Rekulatory References. Any reference in this Attachment to a regulatory section means the section currently in effect or as amended. 3. Interpretation. Any ambiguity in this Attachment shall be interpreted to permit compliance with the UHCIA and HIPAA. B. Obligations of Business Associate Contractor agrees that it will: 1. Not use or further disclose PHI other than as permitted or required by this Attachment or as required by law; 2. Use appropriate safeguards and comply, where applicable, with UHCIA security safeguards and the HIPAA Security Rule with respect to electronic protected health information ("e -PHI") and implement appropriate physical, technical and administrative safeguards to prevent use or disclosure of PHI other than as provided for by this Attachment; 3. Report to City of Bremerton any use or disclosure of PHI not provided for by this Attachment of which it becomes aware, including any security incident (as defined in the HIPAA Security Rule) and any breaches of unsecured PHI as required by 45 CFR §164.410. Breaches of unsecured PHI shall be reported to City of Bremerton without unreasonable delay but in no case later than 60 days after discovery of the breach; 4. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of Contractor agree to the same restrictions, conditions, and requirements that apply to Contractor with respect to such information; Make PHI in a designated record set available to City of Bremerton and to an individual who has a right of access in a manner that satisfies City of Bremerton's obligations to provide access to PHI in accordance with RCW 70.02.080 and 45 CFR §164.524, as promptly as required under the circumstances, but no later than 15 working days after receiving a request; Make any amendment(s) to PHI in a designated record set as directed by City of Bremerton, or take other measures necessary to satisfy City of Bremerton's obligations under RCW 70.02.100 and 45 CFR §164.526, as promptly as required under the circumstances, but no later than 10 days after receiving a request; 7. Maintain and make available information required to provide an accounting of disclosures to City of Bremerton or an individual who has a right to an accounting within 60 days and as necessary to satisfy City of Bremerton's obligations under RCW 70.02.020 and 45 CFR §164.528; 8. To the extent that Contractor is to carry out any of City of Bremerton's obligations under the UHCIA and HIPAA, Contractor shall comply with the requirements of the Acts that apply to City of Bremerton when Contractor carries out those obligations; 9. Make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Contractor on behalf of City of Bremerton, available to the Secretary of the Department of Health and Human Services for purposes of determining Contractor and City of Bremerton's compliance with HIPAA and the HITECH Act; 10. Restrict the use or disclosure of PHI if City of Bremerton notifies Contractor of any restriction on the use or disclosure of PHI that City of Bremerton has agreed to or is required to abide by under the UHCIA or 45 CFR §164.522; and IN 11. City of Bremerton may be subject to the Red Flags Rules (found at 16 CFR §681.1 et seq.) and in relation thereto has adopted an Identity Theft Prevention Program (Resolution No. 3081). Contractor agrees to assist City of Bremerton in complying with its Program and the Red Flags Rules by: (a) implementing policies and procedures to detect relevant Red Flags (as defined under 16 C.F.R. §681.2); (b) taking all steps necessary to comply with the policies and procedures of City of Bremerton's Identity Theft Prevention Program; (c) ensuring that any agent or third party who performs services on its behalf in connection with covered accounts of City of Bremerton agrees to implement reasonable policies and procedures designed to detect, prevent, and mitigate the risk of identity theft; and (d) alerting City of Bremerton of any Red Flag incident (as defined by the Red Flags Rules) of which it becomes aware, and the steps it has taken to mitigate any potential harm that may have occurred, and providing a report to City of Bremerton of any threat of identity theft as a result of the incident. 12. Comply with all current rules and regulations pertaining to the OIG Compliance Program for ambulance suppliers and any current special bulletins regarding ME recommended screening of employees and any subcontractors. C. Permitted Uses and Disclosures by Business Associate .The specific uses and disclosures of PHI that may be made by Contractor on behalf of City of Bremerton include: 1. The preparation of invoices to patients, carriers, insurers and others responsible for payment or reimbursement of the services provided by City of Bremerton to its patients; 2. Preparation of reminder notices and documents pertaining to collections of overdue accounts; 3. The submission of supporting documentation to carriers, insurers and other payers to substantiate the healthcare services provided by City of Bremerton to its patients or to appeal denials,of payment for the same; and 4. Other uses or disclosures of PHI as permitted by the UHCIA or HIPAA necessary to perform the services that Contractor has been engaged to perform on behalf of City of Bremerton. D. Termination 1. City of Bremerton may terminate the Agreement if City of Bremerton determines that Contractor has violated a material term of this Attachment. 2. If either party knows of a pattern of activity or practice of the other party that constitutes a material breach or violation of the other party's obligations under this Attachment, that party shall take reasonable steps to cure the breach or end the violation, as applicable, and, if such steps are unsuccessful, terminate the Agreement if feasible. 3. Upon termination of the Agreement for any reason, Contractor shall return to City of Bremerton or destroy all PHI received from City of Bremerton, or created, maintained, or received by Contractor on behalf of City of Bremerton that Contractor still maintains in any form. Contractor shall retain no copies of the PHI. If return or destruction is infeasible, the protections of this Attachment will extend to such PHI. Agreed to this I *— day of, 2017. City of Bremerton Signature: Title: Date: Z a01 Systems Design West, LLC Signature: —# - Title: CEO Date: 4 11/8/17