HomeMy WebLinkAboutHEALTH RISK MANAGEMENT AGREEMENT BETWEEN AUGUSTA, GEORGIA AND HEALTHSTAT, INC. (kW
HEALTH RISK MANAGEMENT AGREEMENT
This Health Risk Management Agreement("Agreement") is made and entered into as of the
signature dates below, effective January 1, 2018("Effective Date"), by and between Healthstat, Inc., a
North Carolina Corporation ("Healthstat")and Augusta, Georgia, a policical subdivision of the State of
Georgia ("Employer"), acting on behalf its group health plan ("Plan"). All references to Employer in this
Agreement shall be deemed to refer to it as acting in its capacity as Plan Administrator or on behalf of the
Plan.
RECITALS
WHEREAS, Employer conducts business in the state(s)of Georgia and is headquartered with its
principal offices located in Augusta, GA; and
WHEREAS, Employer desires to reduce Plan healthcare costs for its employees while improving
the overall health of its employees, and is therefore entering into this Agreement for the Plan; and
WHEREAS, Healthstat has offered to assist Employer by establishing and operating nurse
practitioner, physician's assistant, and/or physician ("Clinician")clinics ("Clinic(s)")on or near the
premises of Employer and by providing other value-added services, all designed to assist Employer in
reducing Plan health care costs and decreasing lost productivity due to illness-related absences
("Benefits"); and
WHEREAS, Healthstat has made Employer aware, and, Employer acknowledges the success
and effectiveness of the services offered by Healthstat in achieving Benefits is greatly dependent upon
the support and assistance Employer provides Healthstat regarding educating and participation of
Employer's workforce, allowing sufficient clinic hours of operation, and, providing suitable premises for a
clinic with convenient physical access; and
WHEREAS, Employer desires to engage Healthstat pursuant to the terms herein and Healthstat
desires to provide services in accordance with the same.
NOW, THEREFORE, in consideration of the mutual premises, promises, covenants and
conditions contained herein, and as hereinafter set forth, the parties agree as follows:
1. Healthstat Services. Healthstat shall provide the Plan the services set forth in this Agreement.
Employer shall provide the assistance described hereafter to increase the Benefits achieved.
1.1 Operation of Clinic(s).
1.1.2 Healthstat shall staff and manage each Clinic described on Exhibit"A,"as such
may be amended from time to time. The opening of any additional Clinic sites
shall be subject to written agreement of the parties. As to any new Clinic,
Healthstat shall provide Employer with a design layout of the space to serve as
the Clinic. All costs associated with renovating or preparing the physical space
for the Clinic shall be borne by Employer, and Healthstat may request payment of
a good faith deposit and such other compensation as may be agreed to by the
parties.
1.1.2. Healthstat shall provide licensed and certified Clinician(s)who are employed by
Healthstat, or contract with licensed physicians or physician practices ("Group" or
"Groups"which term shall include both sole physician practices and practices
with multiple physicians)to provide services under contract with Healthstat, to
provide professional services consistent with reasonable and appropriate
standards of care, and who are responsible for supervising the Clinician(s)
operating the clinics on the Employer's premises as required in accordance with
applicable state law. Each Clinician that is employed or contracted by Healthstat
shall be supervised by a physician independently contracted by Healthstat, as
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required in accordance with applicable state law. Each Clinician and Group shall
remain in good standing with the applicable State licensing authority within the
state where each Clinic is located. Each Group shall supervise and oversee
each Clinician at every Clinic location in accordance with applicable state law.
Every Healthstat contract with a Group shall contain provisions requiring the
Group to comply with all applicable state laws in the provision of professional
services at the Clinic(s). Healthstat shall further require that each Group carry
malpractice insurance.
1.2 Education of workforce about Healthstat Services. Healthstat shall provide educational
sessions regarding the services offered by Healthstat and the benefits which employees, and eligible
spouses and dependents, if included, may derive from using the services provided by Healthstat, at
Employer's request, subject to mutually agreeable pricing. Employer acknowledges that all educational
and promotional materials provided by Healthstat shall include Healthstat's logo and branding. If
Employer should provide educational or promotional materials to its employees relating to the Clinic(s),
Employer shall not use Healthstat's logo or branding on such materials without first providing Healthstat a
reasonable opportunity to review the same and receiving Healthstat's written consent to use its logo and
branding on the materials considered. Employer acknowledges that concerted and consistent
communications to employees regarding the Clinic(s) is key to achieving the Benefits and agrees to
cooperate with Healthstat regarding the delivery of the same.
1.3 Health Assessment(s). Employer may request that mass health assessments be
performed on each participating employee, which event shall include the collection of certain baseline
clinical data indices including cholesterol, triglycerides, and glucose. In addition, Healthstat shall collect
the clinical indices for the Prostate Screening Antigen (PSA) if Employer has selected this. The
scheduling of such mass health assessments shall be subject to mutual agreement of the parties but
should occur on an annual basis. Employees who miss the mass event and/or were hired subsequently
may obtain their health assessment in the clinic. Healthstat shall be responsible for collecting blood
pressure, body weight indexing, and providing a health survey to be completed by the employees.
Healthstat shall work with Employer to encourage employees to participate in such health assessment(s).
At Employer's request, Healthstat shall participate in an employee health fair and such other wellness
activities as may be sponsored by Employer(at an additional cost to Employer for such services as
agreed). Personal Health Information obtained during each assessment will be collected in accordance
with Healthstat business practices designed to ensure its privacy and security in accordance with the
Health Insurance Portability and Accountability Act of 1996 ("HIPAA").
1.4 Periodic Reports. Healthstat shall produce the following reports for Employer and
Employer's group health plan as well as such other reports as Employer may request and Healthstat has
the programming capabilities to comply. Healthstat shall charge Employer a programming charge as
described in Exhibit"B"for reports other than the ones listed below. The form and substance of
additional requested reports shall be as mutually agreed to by Healthstat and Employer. All reports shall
be HIPAA compliant. Healthstat's ability to comply with this section 1.4 is contingent upon Employer or
Employer's health plan supplying the data elements in Exhibit"D"to this Agreement; Employer's failure to
provide Healthstat with such information shall relieve Healthstat from the reporting obligations provided
herein.
1.4.1 Healthy Life Profile - Individual health profiles for assessment participants shall
be compiled and distributed to each participant only after each health
assessment.
1.4.2 Health Risk Assessment Overview-Aggregate health risk report(s)for the entire
employee population on a de-identified basis shall be compiled and distributed to
Employer after each mass health assessment.
1.4.3 Activity and Claims Trend ("Act") Reports including:
a. Clinic Utilization—Monthly clinic utilization reports summarizing the services
furnished onsite at each Clinic in a de-identified format.
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b. Quarterly Report- Provided the Employer's health plan, health insurer or
third-party administrator furnishes historical claims data in accordance with
Employer's instruction pursuant to paragraph 2, and, after the Clinic has
been opened no less than six(6) months, Healthstat shall provide insurance
cost claims impact statements four(4)times per twelve (12) month period.
Additionally, Healthstat shall provide clinic utilization and activity reports and
summary data related to the Clinic participants'compliance with the
frequency guidelines recommended for the number of risk factors identified
during the health assessment(s)on a de-identified basis.
c. Non-Compliance Report-After the Clinic has been opened for two(2)
consecutive quarters, non-compliance reports for employees with health risk
factors identified through the health risk assessment regarding their clinic
visit frequency shall be provided on a quarterly basis in a de-identified
format.
1.4.4 Business Intelligence Dashboard—Employer will have access to the web-based
detailed clinic utilization tool for self-reporting.
No Protected Health Information about any Plan Participant shall be
released to Employer in any report unless such participant has provided
his or her prior written authorization or unless such information is released
in accordance with HIPAA.
1.5 Interventions. The Clinician at each Clinic or a Healthstat representative shall contact
each health assessment participant which is identified as having two(2)or more high healthcare risk
factors according to the health assessment(and each participant with one(1)risk factor if at immediate
need levels)within twelve(12) months of the Clinic opening and from time to time thereafter. The
Clinician at each Clinic shall be available during regularly scheduled Clinic hours of operation to consult
with and assist in the development of a program for each health assessment participant contacted in
accordance with this paragraph 1.5.
1.6. Appointment of Account Manager. Each of the parties has appointed a primary contact
person for management of the relationship contemplated under this Agreement; each party agrees to
maintain an account manager/contact.
1.7 Business Requirements. Healthstat engages the organizational principles which have
been learned by individuals who have been certified as Project Management Professionals to capture the
Business Requirements of the implementation and operation of Clinic. In an effort to ensure a complete
understanding of both parties regarding matters such as timeliness, tasks and duties to be performed,
each party shall acknowledge the Business Requirements generated during the implementation process
of each Clinic opened in the future, the terms of which shall be incorporated herein.
1.8 Practitioner Selection. From time to time, Healthstat shall present a Clinician who is
trained and qualified to perform clinical services required in the Clinic. Healthstat shall offer to introduce
the Clinician candidate to Employer so Employer may evaluate the candidate proposed. However,
Healthstat shall make the final decision with respect to whether to contract with Clinician candidates.
Employer understands that due to the limited availability of Clinician candidates in some geographic
locations, the continued operations of the Clinic may be suspended (or the opening of a new Clinic may
be delayed) if a Clinician candidate is rejected at Employer's request.
1.9 Professional Conduct of Clinician.
1.9.1 The professional conduct of Clinician is governed by applicable state laws and
supervised by Group. Neither Healthstat nor Employer shall exercise any control
or direction over the method or manner in which Clinician performs professional
services and functions at the Clinic. Neither Healthstat nor Employer shall
intervene in any way or manner with the services provided by Clinician unless
Clinicians' actions are in violation of the regulations and/or rules of conduct
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governing employees at Employer's place of business. It is understood between
the parties that the traditional, customary, usual and confidential relationship
between a health care provider and a patient exists between Clinician and
employees and all authorized persons seeking the professional services of
Clinician. Therefore, Employer acknowledges that Healthstat is not engaged in
the practice of medicine.
1.9.2 In the event Employer deems the performance of any Clinician disruptive to
Employer's place of business, detrimental to the health or safety of members of
Employer's workforce or any dependent family members, or is in violation of the
regulations and rules of conduct governing employees of Employer, Employer
may request that a Clinician be removed from the Clinic. When Healthstat is
notified of such a request by Employer, Healthstat shall notify the Clinician and
Group and Healthstat shall place Clinician on administrative leave with pay until a
review of the matter is completed within ten (10)days. If after a review of the
matter complained about, Employer or Healthstat desire that the Clinician not
return to the Clinic, Healthstat shall immediately commence actions to recruit
another Clinician to provide services at the Clinic and advise Employer when a
substitute Clinician may be placed at the Clinic. Employer acknowledges that
during the time period in which Healthstat is recruiting a new Clinician for the
Clinic, the Clinic may not be operational or the hours and availability of the Clinic
may be reduced.
1.10 Clinician(s) and Group(s) as Independent Contractors. Each Clinician providing services
at Clinic is an independent contractor of Employer. Each Clinician shall be supervised by Group pursuant
to the terms of a written contract. It is understood and agreed that no Clinician and no Group shall be
deemed to be an employee of Employer. No Clinician nor any Group shall be eligible for vacation pay,
health insurance, life insurance, sick leave, retirement benefits, social security, workers' compensation,
disability insurance, unemployment insurance benefits or any other employee benefit of any kind provided
by Employer. Employer shall have no liability for any compensation due Clinician, nor any Group
providing direct or supervisory services at any Clinic. Healthstat shall indemnify Employer from and
against any and all claims for any such benefits.
1.11 Guideline Gap and Predictive Modeling Services. As long as all data elements
described in Section 2 of this Agreement are supplied, Healthstat shall provide the following services as a
part of the Predictive Modeling and Guidance Gaps Package after any given Clinic has been operational
for six(6)full months.
1.11.1 Healthstat will provide the Patient Profile report to the Clinician on a monthly
basis which includes:
• Forecasted Risk Profile
• Impact Scores
• Diagnosis Profile
• Utilization Profile
• Risk Contribution Profile
• Guideline Compliance Profile
• Physician Pharmacy Profile—Therapeutic Classes
• Physician Pharmacy Profile—Maintenance Medications
• Physician Pharmacy Profile— Injectable(s)
1.11.2 Healthstat shall provide the following to Employer on a Quarterly Basis
• Risk Navigator Clinical Summary
2. Electronic Data Sharing. Employer shall supply on a monthly basis the data listed on Exhibit"D"
in electronic format compatible with Healthstat software systems,for its employees and other participants
who are eligible to take advantage of Healthstat services in order to populate the Healthstat data base.
This delivery of data shall be complete thirty(30)days prior to the initial health assessment for any new
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Clinic. Healthstat shall enter into a Business Associate Agreement, as defined in HIPAA, with Employer
and its health claims processing or insurance vendor. Employer shall instruct each third-party
administrator, insurance vendor or other party responsible for managing Employer's Plan claims system
to provide Healthstat all historical claims data, including but not limited to, healthcare claims,
pharmaceutical claims, and medical claims for all employees as described on Exhibit"D". Healthstat shall
use the data provided to establish and track employee utilization trends and insurance cost impact which
shall be provided in the periodic reports generated and supplied to Employer. All costs associated with
the transfer of data to the Healthstat database, including but not limited to implementation of software
interface, shall be borne by Employer. All data transmitted pursuant to this Section must be in electronic
non-facsimile format, i.e. CD, floppy disk or direct electronic interface.
Healthstat shall supply Employer's claims payer or other similar vendor("Vendor") information related to
each patient's encounter in the Clinician clinic in an 837P"standard"file as the format to transfer the data
to the Vendor. If the 837P"standard"format has to be manipulated to comport to with the Vendor,
Healthstat will charge a programming and testing cost as described in Exhibit"B". Healthstat and
Employer will agree to the frequency of regular data transfers and Healthstat will charge Employer the
cost outlined in Exhibit"B"for each data transfer.
3. Premises and Support Services of Employer.
3.1 Premises. Employer shall provide Healthstat access to the premises provided by
Employer as a Clinic during Employer's normal operating hours. Employer shall be responsible for
maintaining and securing the safety and safekeeping of the premises designated as the Clinic and all the
equipment therein. Employer shall provide heat and air conditioning,janitorial service, telephone, high
speed DSL Internet access (or similar service)which allows for reliable and efficient utilization of
Healthstat's electronic medical records system, replace light bulbs as needed and other materials
necessary for the Clinic, as required from time to time by Healthstat. Employer shall maintain the safe
and proper operation of all equipment located within the Clinic.
3.2 Clinic Area. Employer shall dedicate no less than one hundred (100) square feet to be
used as each Clinic. The Clinic shall be in close proximity to toilet facilities and, to the extent reasonably
practicable, shall be equipped with a sink. In the event Employer desires to offer Clinician services at the
Clinic to spouses, dependents of employees, or retirees of the Employer, Employer shall, as practical,
ensure access to the Clinic from the exterior of the facility through an administrative or otherwise
convenient public access way. Privacy and accessibility for non-employee users offered the services of
the Clinic is important for the overall success of its operation. The Benefits derived from Healthstat
services are partially dependent upon significant usage of the Clinic.
3.3 Hours of Clinic Operation. The weekly schedule for the hours of operation of the Clinic
will be mutually agreed upon by Employer and Healthstat. Changes to the weekly schedule may be
made only with the mutual written consent of Healthstat and Employer.
3.4 Scheduling. Scheduling will be performed through Healthstat scheduling system through
either online services, via 800 call number, and or Healthstat supplied substitute.
4. Term and Termination.
4.1 The term of this Agreement shall be for a period of twelve(12)calendar months
beginning on Effective Date(the"Initial Term"). Thereafter, this Agreement may be renewed, upon
mutual agreement of the parties, for four(4)one-year renewal terms, If either party chooses not to renew
the Agreement, said party shall give sixty(60)days' prior written notice of non-renewal to the other party
prior to the expiration of the Initial Term or any subsequent Renewal Term.
4.2 If either party defaults in the performance of any of its obligations hereunder, the non-
defaulting party may terminate this Agreement subject to the provisions of this paragraph. To terminate
this Agreement, the non-defaulting party seeking termination must provide written notice to the other party
notice describing the event or condition of termination in reasonable detail. From the date of its receipt of
that notice, the other party will have thirty(30)days to cure the breach to the reasonable satisfaction of
the party desiring termination. If the event or condition giving rise to the right of termination is not cured
within that period, this Agreement will automatically be deemed terminated at the end of that period;
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provided, however, that if the dispute involves a matter other than the Employer's failure to remit any
payment by the date prescribed hereunder, then the parties agree first follow the Dispute Resolution
procedure described below before terminating the Agreement.
Internal Dispute Resolution Procedure. In the event the parties have any disagreement, dispute,
breach or claim of breach, non-performance, or repudiation arising from, related to, or in connection with
this Agreement or any of the terms or conditions hereof that has not been resolved within the cure period,
prior to termination of the Agreement, the parties agree to conduct the following procedure:
(i) No later than ten (10) business days after the cure period, the parties will meet either to: (1)
resolve the matter and set forth such resolution in writing or(2)define the dispute in writing,
including a description of the position of each party and the projects and tasks affected.
(ii) If the parties are unable to reach an agreement, then within ten (10) days after such meeting,
a representative of each of the parties with oversight responsibilities as to operations or this
Agreement will meet in a mutually convenient location to attempt to reach a resolution of the
matter in light of the description of the Dispute submitted by the parties and further discussion
among and between the parties and their respective representatives.
(iii) If the parties are unable to resolve the dispute after following the procedures set forth in
subparagraphs (a) and (b)of this Section, or if the dispute is not resolved within thirty(30)
days after the original Notice of Dispute has been received, the parties are entitled to pursue
all their remedies at law and in equity, subject only to the limitations of this Agreement.
Notwithstanding this provision, the parties may agree to participate in further dispute
resolution mechanisms, including mediation.
(iv) Notwithstanding the provisions of this Section, either party may seek equitable relief at any
time without the necessity of first complying with the provisions hereof.
4.3 Either party may terminate this Agreement(or any Clinic location)without cause upon
sixty(60) days written notice to the other party.
4.4 In the event a Clinician resigns, quits, is terminated or otherwise unable or unwilling to
continue at any Clinic location and Healthstat is unable to find a suitable replacement after employing
reasonable commercial efforts either party may terminate this Agreement as to the particular Clinic
without a Clinician.
4.5 Any outstanding invoices as of the date of termination will be due and payable according
to the terms set forth below. Termination of this Agreement shall not release or discharge either party
from any obligation, debt or liability incurred hereunder nor shall termination release or excuse payment
for services rendered.
5. Compensation.
5.1 Healthstat shall be compensated for its services in accordance with Exhibit"B"attached
hereto and incorporated by reference herein.
5.2 Employer shall remit payment using Automated Clearing House electronic funds transfers
(ACH) by the thirtieth (30th)day after Employer receives Healthstat's invoice. If Employer in good faith
disputes any portion of an invoice, Employer may withhold such disputed amount provided Employer
provides Healthstat with written notice of the basis for the dispute within thirty(30)days of receiving the
invoice. Employer and Healthstat agree to use all reasonable commercial efforts to resolve any disputed
amount. Invoices shall be considered undisputed and fully due and payable absent written notice to
Healthstat of a dispute within thirty(30)days of Employer's receipt of an invoice.
5.3 Healthstat warrants that no person or selling agency has been employed or retained to
solicit or secure this Agreement upon an agreement or understanding for a commission, percentage,
brokerage, or contingent fee, excepting bona fide employees or bonda fide established commercial or
selling agencies maintained by Healthstat for the purposes of securing business and that Healthstat has
not received any non-Employer fee related to this Agreement without the prior written consent of
Employer. For breach or violation of this warranty, Employer shall have the right to annul this Agreement
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without liability or at its discretion to deduct from the Agreement price of considerations the full amount of
such commission, percentage, brokerage or contingent fee.
5.4 The terms of this Agreement supersede any and all provisions of the Georgia Prompt Pay
Act.
6. Privacy and Security of Employee Health Information.
6.1 Healthstat and Employer acknowledge and agree that some of the services provided
under this Agreement may involve the sharing of protected health information ("PHI" as defined under 45
C.F.R. § 160.103)of Employer's workforce. Healthstat agrees to maintain the privacy of such information
in accordance with the business associate provisions set forth under the Privacy Regulations adopted by
the United States Department of Health and Human Services pursuant to HIPAA. In furtherance thereof,
Healthstat and Employer agree to execute the Business Associate Agreement, attached as Exhibit"C",
and incorporated herein by reference. Employer represents and warrants to Healthstat that it has and will
maintain appropriate firewalls between the health plan (and the personnel and contractors who administer
it)and Employer to ensure no unauthorized disclosures of PHI occur to Employer or otherwise.
6.2 The parties agree to revise the Business Associate Agreement as necessary in order to
comply with current or subsequent regulations adopted pursuant to HIPAA.
7. Confidentiality of Information.
7.1 Each party shall keep confidential, and shall not divulge to any other party, all proprietary
and confidential information of the other party including, but not limited to, information relating to such
matters as finances, methods of operation and competition, pricing, marketing plans and strategies,
operation requirements and information concerning personnel, or suppliers, unless such information: (i) is
or becomes generally available to the public other than as a result of a disclosure by that party, or(ii) is
required to be disclosed by law or by a judicial, administrative or regulatory authority.
7.2 Each party shall keep confidential, and shall not divulge to any other party without prior
written consent, the terms outlined in this Agreement.
7.3 Upon termination of this Agreement, each party agrees to return to the other all
proprietary information of the other party in their possession including, without limitation, any
documentation evidencing Employer's or Healthstat' policies and procedures, or, give written assurances
of its destruction.
8. Insurance.
8.1 Healthstat shall maintain primary commercial general liability insurance with limits of not
less than $1 million per occurrence with a $3 million per occurrence umbrella liability policy in excess of
primary insurance. Healthstat shall also name Employer as an additional insured if requested to provide
coverage for a Clinic site. Malpractice Insurance shall also be maintained by Healthstat at limits of not
less than$2 million per claim with $4 million annual policy aggregate.
8.2 All services provided at each Clinic shall be provided in accordance with state law
governing the operation of each Clinic, including, supervision of each Clinician by a Group if required by
state law. Each Clinician and Group shall obtain and keep in force a policy of(a) professional liability
(malpractice) insurance with a minimum coverage of$1,000,000 for each incident and $3,000,000
annually for the aggregate of all claims and (b)workers'compensation insurance in such amounts as
required under applicable state laws covering its Clinician and any other employees or contractors
providing services on Employer's premises pursuant to this Agreement.
8.3 At Employer's request, Healthstat, Clinician and Group(s)shall provide certificates
evidencing all insurance coverage required under this Section. In the event such party fails to obtain new
or substitute insurance consistent with the requirements set forth above, Employer may terminate this
Agreement for cause as of the cancellation date of such prior insurance.
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9. Independent Contractors. Healthstat, each Clinician and Group is acting and performing as an
independent contractor while carrying out the duties and obligations described in this Agreement. No act
or failure to act by any party shall be construed to make or render the other party to this Agreement its
partner,joint venturer, employee, employer, principal, agent or associate.
10. Indemnification.
10.1 Healthstat agrees to defend, indemnify and hold harmless Employer from and against
any and all losses,judgments, damages, costs and expenses (including, but not limited to, reasonable
attorneys'fees, court costs and costs of settlement)which directly result from or arise out of any breach
by Healthstat of any of its representations, warranties, covenants or obligations in this Agreement or its
negligent acts or omissions in carrying out this Agreement.
Employer agrees to defend, indemnify and hold harmless Healthstat from and against any and all
losses,judgments, damages, costs and expenses (including, but not limited to, reasonable attorneys'
fees, court costs and costs of settlement)which directly result from or arise out of any breach by
Employer of any of its representations, warranties, covenants or obligations in this Agreement or its
negligent acts or omissions in carrying out this Agreement.
In addition, if requested by Employer, Healthstat shall cause any Clinician or Group(s)contracted
to provide services to Employer's employees to enter into a written agreement, satisfactory to Employer,
to indemnify and hold harmless Employer and its officers, directors, affiliates, employees and agents,
from and against any claims, liabilities, losses or expenses, including without limitation reasonable
attorneys'fees, arising or resulting from the negligent performance of professional services or acts and
omissions as contemplated by this Agreement.
10.2 The Indemnitee shall notify the Indemnitor by registered mail of the existence of any such
action, claim or demand giving rise to a claim for indemnity under this paragraph in writing of the same
within thirty(30)days of receipt of such written assertion of a claim or liability; provided, however, the
failure to give such notice shall affect the Indemnitor's obligations hereunder only to the extent the
Indemnitor is materially prejudiced by such failure. The Indemnitor shall not, without the prior written
consent of the Indemnitee, settle or compromise any claim or consent to the entry of any judgment
without the consent of the other party which does not include as an unconditional term thereof the giving
by the claimant to the Indemnitee a release from all liability in respect to such claim.
10.3 All indemnifications made by the parties shall survive the termination of this Agreement.
10.4 Each party agrees to use its commercially reasonable best efforts to cooperate in the
investigation, mitigation, defense, and settlement of any third-party claim subject to this section 10 and to
permit the cooperation and participation of the other party in any such claim or action, including the
sharing of legal counsel where practicable. Each party agrees to promptly notify the other party of the
occurrence of any indemnified event or material developments or amounts due respecting any
indemnified event.
10.5 Healthstat' liability for damages for any cause of action, whether in contract or in tort,
whether arising out of or in connection'with the services, the reports or other deliverables, shall be limited
to the amount then previously paid to Healthstat by Employer in the current year of the Agreement in
which the cause of action accrued. The existence of more than one cause of action will not enlarge or
extend the limit. Employer hereby releases Healthstat from all ,obli ationsliability, claims or demands in
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excess of this limitation. The parties acknowledge that the other parts of this Agreement rely upon the
inclusion of this liability limitation.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES.
10.6. No action, regardless of form, arising out of any transaction under this Agreement may be
brought by either party more than one(1)year after the injured party has actual knowledge of the
occurrence which gives rise to the cause of such action.
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11. Non-Solicitation of Contractors.
11.1 Employer covenants that it, its employees, agents, or representatives shall not during the
term of this Agreement, and any renewals thereof, and for the twenty-four(24) month period following the
termination of this Agreement, make offers or contracts of employment or offer or contract for services
with or encourage or assist the Clinician(s) in obtaining different employment other than Healthstat or the
Group(s)which had employed the Clinician(s)during the period of this Agreement. Employer further
covenants that it shall not allow, during the term of this Agreement, and any renewals thereof, and for the
twenty four(24) month period following termination of this Agreement any similar provider as Healthstat
to place any Clinician at any Employer location or Clinic if such Clinician previously had been contracted
with or employed by Healthstat.
11.2 Healthstat covenants that it, its employees, agents, or representatives shall not during the
term of the Agreement, and any renewals thereof and for a period of twenty-four(24) months after the
effective date of any termination of this Agreement, make offers or contracts of employment or offer or
contract services with health-related employees of the Employer.
11.3 Employer shall pay to Healthstat, or, Healthstat shall pay to Employer liquidated
damages in the amount of$50,000.00 for each such breach of Section 11.1 or 11.2 as the case may be.
Each party acknowledges that the breach or threatened breach of any of the covenants set forth in this
Section may result in immediate and irreparable injury to the injured party, and that damages and
remedies at law for such breaches may be inadequate. Nothing herein shall be construed as prohibiting
either party from pursuing any other legal or equitable remedies that may be available to it for any such
breach or threatened breach.
12. Consents. Any consent required or any discretion vested in a party to this Agreement shall not
be unreasonably withheld or arbitrarily or capriciously exercised.
13. Governing Law. This Agreement shall be interpreted according to the laws of the State of
Georgia. Claims arising out of or requiring the interpretation of this Agreement shall be brought and
litigated exclusively in the Superior Court of Richmond County, Georgia. Healthstat, by executing this
Agreement, specifically consents to jurisdiction and venue in Richmond County and waives any right to
contest the jurisdiction and venue in the Superior Court of Richmond County, Georgia.
14. Notices. All notices and other communications required or permitted under this Agreement shall
be effective upon receipt or rejection. Any notice shall be delivered to the parties as follows:
Employer: Augusta, Georgia
Office of the Mayor
535 Telfair Street, Suite 200
Augusta, GA 30901
With Copy to: Augusta, Georgia Law Department
535 Telfair Street, Building 3000
Augusta, GA 30901
Fax: 706-842-5556
Attn: Andrew MacKenzie, General Counsel
Healthstat: Healthstat, Inc.
4651 Charlotte Park Dr., Suite 300
Charlotte, NC 28217
Fax: 704-529-6572
Attn: Warren Hutton, General Counsel
15. Severability Clause. In the event any term or provision of this Agreement is found to be
unenforceable or void, in whole in part, as drafted, then the offending term or provision shall be construed
as valid and enforceable to the maximum extent permitted by law, and the balance of this Agreement
shall remain in full force and effect.
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16. Amendments. Amendments may be made to this Agreement but only after the mutual approval
in writing by Employer and Healthstat. Healthstat acknowledges that this contract and any changes of it
by amendment, modification, change order or other similar document may have required or may require
the legislative authorization of the Board of Commissioners and approval of the Mayor. Under Georgia
law, Healthstat is deemed to possess knowledge concerning Augusta, Georgia's ability to assume
contractual obligations and the consequences of Healthstat's provision of goods or services to Augusta,
Georgia under an unauthorized contract, amendment, modification, change order or other similar
document, including possibility that Healthstat may be precluded from recovering payment for such
unauthorized good or services. Accordingly, Healthstat agrees that if it provided goods or services to
Augusta, Georgia under a contract that has not received proper legislative authorization or if Healthstat
provides goods or services to Augusta, Georgia in excess of any contractually authorized goods or
services, as required by Augusta, Georgia's Charter and Code, Augusta, Georgia may withhold payment
for any unauthorized goods or services provided by Healthstat. Healthstat assumes all risk of non-
payment for the provision of any unauthorized goods or services to Augusta, Georgia, and it waives all
claims to payment or to other remedies for the provision of any unauthorized goods or services to
Augusta, Georgia, however characterized, including, without limitation, all remedies at law or equity.
17. Assignment. This Agreement may not be assigned by either party without the prior written
consent of the other party, which consent shall not unreasonably be withheld.
18. Waiver. The waiver by either party of a breach or violation of any provision of this Agreement
shall not operate as or be construed to be a waiver of any such party's rights with respect to any
subsequent breach thereof.
19. Contract Documents. To the extent they exist, all Exhibits, Addenda, Responsive Qualifications
and/or Proposals, Lease Agreement, Agreement Amendments, Attachments, Insurance Certificates, BID
Performance and Payment Bond, Notice to Proceed, Fee Schedules, and RFQ Item # 17-199 and any
associated documents are hereby incorporated by reference and shall be deemed to be a part of this
Agreement for all purposes. Provided, however, any inconsistency between this Agreement and the
responses that were given by the Operator in its responses to the RFQ Item 17-199, then the terms of
this Agreement shall supersede.
20. Entire Agreement. This Agreement supersedes all previous contracts and constitutes the entire
agreement between the parties. Healthstat and Employer shall be entitled to no benefit other than those
specified herein. No oral statements or prior written material not specifically incorporated herein shall be
of force and effect and no changes in or additions to this Agreement shall be recognized unless and until
made in writing signed by all parties hereto.
20. Attorney's Fees. The parties agree that should the services of an attorney at law be engaged by
Healthstat in order to collect sums due Healthstat under this Agreement, then Employer shall be obligated
to pay the same.
21. Use of Employer Name. Employer grants Healthstat the right to use the name of Employer on all
advertising and marketing by Healthstat.
22. No advice. The parties acknowledge that Employer has not requested nor Healthstat given any
legal advice relating to any matter.
23. E-Verify. All contractors and subcontractors entering into contracts with Augusta, Georgia for the
physical performance of services shall be required to execute an Affidavit verifying its compliance with
O.C.G.A. Section 13-10-91, stating affirmatively that the individual, firm, or corporation which is
contracting with Augusta, Georgia has registered with and is participating in a federal work authorization
program. All contractors and subcontractors must provide their E-verify number and must be in
compliance with the electronic verification of work authorized programs operated by the United States
Department of Homeland Security to verify information of newly hired employees, pursuant to the
Immigrant Reform and Contract Act of 1986 (IRCA), P.L. 99-603, in accordance with the applicability
provisions and deadlines established in O.C.G.A. Section 13-10-91 and shall continue to use the federal
authorization program throughout the contract term. All contractors shall further agree that, should it
employ or contract with any subcontractor(s) in connection with the physical performance of services
pursuant to its contract with Augusta, Georgia, the contractor will secure from such subcontractor(s)each
10
subcontractor's E-Verify number as evidence of verification of compliance with O.C.G.A. Section 13-10-91
on the subcontractor's affidavit provided in Rule 300-10-.08 or a substantially similar form. All contractors
shall further agree to maintain records of such compliance and provide a copy of each such verification to
Augusta, Georgia at the time the subcontractor(s) is retained to perform such physical services.
[Signatures appear on the following page.)
11
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set out above.
0AAugusta, GA Healthstat, I,nc.
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Title: CFO & Executive Vice President
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AS ITS: Clerk o Commi sion
DATE: ixii.
12
LIST OF EXHIBITS:
Exhibit"A": Clinic
Exhibit"B": Compensation
Exhibit"C": Business Associate Agreement
Exhibit"D": Electronic Data Sharing
Exhibit"E": Guaranty
13
EXHIBIT "A":
CLINIC
Clinic Eligibility
Employer agrees the groups indicated below are eligible to utilize the Clinic Services:
Employee Eligibility(please answer Yes/No depending on group's Yes No
clinic eligibility)
Full-time employees X
Part-time employees X
Temporary employees X
Independent Contractors X
Pre-65 Retirees X
Post-65 Retirees X
Other-please describe: X
Is an eligible employee required to participate in the Annual Health Risk X
Assessment& Biometric Screening in order to utilize the clinic?
Are employees required to be covered under the Group Medical/RX X
Benefit Plan in order to utilize the clinic?
In addition to those requirements listed above, the following parameters X
must be met in order for employee's to be eligible to utilize the clinic:
Do eligibles include people who have elected COBRA benefits?
Spouse Eligibility(please answer Yes/No depending on group's Yes No
eligibility)
Is employee's spouse eligible to utilize the clinic? X
If employee's spouse is eligible to utilize the clinic is their participation in X
the Annual Health Risk Assessment&Biometric Screening also a
requirement for clinic eligibility?
If employee's spouse is eligible to utilize the clinic are they also required X
to be covered under the Group Medical/RX Benefit Plan in order to utilize
the clinic?
If employee's spouse is eligible to utilize the clinic and in addition to those X
requirements listed above, the following parameters must also be met in
order for employee's spouses to be eligible to utilize the clinic:
Children Eligibility(please answer Yes/No depending on group's Yes No
eligibility)
Are employee's children age 14 years and older eligible to utilize the X
clinic?
If employee's children are eligible to utilize the clinic are they also required X
to be covered under the Group Medical/RX Benefit Plan in order to utilize
the clinic?
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Clinic Schedule
Clinic(s)shall be opened at the location(s)and for the number of operating hours at each location as
described in the table below.
Clinic Name City, State Hours of Clinic Operation Per
Week
Augusta, GA Wellness Augusta, GA Monday—Friday
Center 8:00 a.m.to 5:00 p.m (40 hrs)
If the clinic is normally scheduled on the following holidays, please know that it will be
closed: New Years, Good Friday, Memorial Day, July 4th, Labor Day, Thanksgiving Day,
Christmas Day.
The clinic will be closed the following
in any given 52-week period: 2 Weeks for Vacation
1 Week for Continuing Education
*Healthstat can provide coverage for additional absences occasioned by clinic staff, as available,
for$145.00 per hour. This "fill-in" rate is subject to change with advance notice from Healthstat to
Employer.
*Each four(4) hours of clinic time requires thirty(30) minutes of administrative time for each
diagnosing and treating staff member. The administrative time is included in the above table.
Collecting Fees in the Clinic:
(Yes/No) Employer's health plan includes a High Deductible Health Plan (HDHP)with a Health Savings
Account(HSA).
15
EXHIBIT "B":
SERVICE COST
Clinic Participant. A Clinic Participant is defined as anyone who submits to a health assessment and/or
anyone who visits the Clinic for health services at least one time. If participation levels vary by+/- 10%
from census originally quoted, Healthstat reserves the right to reevaluate the pricing and staffing. Clinic
Participants will be designated as eligible for Clinic services on all demographic file feeds to Healthstat.
Program Administration Fees. During the Initial Term of this Agreement, Employer shall pay Healthstat
a fee of$31,923.83 per month to cover the cost to support effective on-going operation of the program via
ACH. (In the event Employer elects not to set up Automated Clearing House payments, the Program
Administration Fee shall increase by 20%.)
Each January 1st, this fee shall increase by 4.0%. This fee will be due and payable to Healthstat unless
a Clinic is closed for more than two consecutive months, in which case the fee will be suspended as to
the closed Clinic after the second month until Clinic is reopened.
As to any new Clinic locations pursued under this Agreement, in the event such Clinic opening is
postponed by Employer after a qualified candidate has been presented, Employer shall pay the Program
Administration fee and the hourly rate of the staff from the originally scheduled Clinic opening date as
previously determined.
Up to$100,000.00 of the Program Administration Fees charged during the Initial Term will be"at risk"
pursuant to a mutually agreeable guaranty addressing patient and employer satisfaction and defined
health improvement outcomes, which guaranty shall be memorialized under Exhibit"E" after execution
of this Agreement by written amendment. Employer acknowledges that certain guaranties may be
conditioned upon Employer providing certain data.
Central Appointment Scheduling Line. Healthstat shall provide a toll free centralized scheduling line for
service rendered at each of the Clinics. Employer shall pay Healthstat a fee of$1,796.25 per month for
this service. Each January 1st, this fee shall automatically increase by 4.0%. This fee will be due and
payable to Healthstat unless a Clinic is closed for more than two consecutive months, in which case the
fee will be suspended as to the closed Clinic after the second month until Clinic is reopened.
After-Hours Patient Support. Healthstat shall a provide after-hours patient support line. Employer shall
pay Healthstat a fee of$2,993.75 per month for this service. Each January 1St, this fee shall automatically
increase by 4.0%. This fee will be due and payable to Healthstat unless a Clinic is closed for more than
two consecutive months, in which case the fee will be suspended as to the closed Clinic after the second
month until Clinic is reopened.
Annual Health Risk Assessment including Blood Draw, &Analysis. The basic health assessment
and blood analysis panel shall include lipid panel, and glucose and will be billed at a rate of$48.36
per Health Risk Assessment Participant and will not be less than $53,196.00 and will be billed within 30
days of the scheduled assessment. If PSA testing is also performed for age appropriate males, there is
an additional cost of$28.00 per PSA test. Additional blood tests may be included with Employer
approval and cost of such tests will be paid by Employer. At the beginning of each subsequent term, this
fee shall increase by 4.0%. The minimum number of Health Risk Assessments during the scheduled
event is 1,100.
If initialed, PSA testing will be performed:
PSA testing is for adult males age 40 and older.
(Initial)
Fee Associated with not pursuing Health Risk Assessment. If Employer does not have subsequent
Health Risk Assessments with Healthstat, $1.17 per participant per month will be added to the Program
Administration fee to reflect the removal of the multi-product discount included in the Program
Administration fee. If Employer later has the next subsequent Health Risk Assessment with Healthstat,
16
the$1.17 will be removed from the Program Administration fee until the following subsequent Health Risk
Assessment.
Clinician Hourly Fees. The hourly cost to staff each Clinic by a Clinician shall be paid by Employer as
provided below; Employer agrees to remit payment for the below in accordance with this Agreement.
These rates shall increase by 4.0%each January 1st
(1) Occupational Medicine Physician. The hourly cost to staff the Clinic with a physician to provide
occupational medicine for an estimated forty(40) hours per week shall be$160.00 per hour.
(2) Mid-Level Provider. The hourly cost to staff the Clinic with a mid-level provider for an estimated forty
(40) hours per week shall be$110.24 per hour.
(3) Medical Office Assistant. The hourly cost to staff the Clinic with a medical office assistant for an
estimated forty(40) hours per week shall be$32.07 per hour.
(4) Medical Office Assistant.The hourly cost to staff the Clinic with a medical office assistant for an
estimated forty(40) hours per week shall be$32.07 per hour.
(5)Wellness Coordinator. The hourly cost to staff the Clinic with a wellness coordinator for an
estimated forty(40) hours per week shall be$63.00 per hour.
Healthstat shall use commercially reasonable efforts to retain the Occupational Medicine Physician, an
additional Medical Office Assistant, and a Wellness Coordinator pursuant to a mutually agreeable timeline
for the implementation of the occupational medicine and wellness programs contemplated under this
Agreement. Implementation is contingent in part of Employer identifying and building out suitable space
for the expanded Clinic.
Training Expense. Employer agrees to pay the Clinic staff hourly rate for each staff member when hired
and training commences.
Employee Education.
• New Clinic or new HRA events only: For no additional charge, Healthstat shall provide
Employer's employees with education regarding the health risk assessment process and clinic
utilization prior to an initial health assessment and/or clinic opening in accordance with the
following: 1 trip per new Clinic, up to 3 days, 8 sessions per day. Employer may elect for
additional education sessions for a fee of$725.00 per day(which includes hotel, meals, and
labor), plus reimbursement for actual travel expenses incurred ("Education Buy-Up"). Each day
of education may include up to 8 sessions per individual provided (generally an implementation
manager); any Education Buy-Up shall be incurred solely on a per-day, per-individual basis and
shall not be prorated based on the number of sessions. This does not apply to clinic relocation.
• Other education: Healthstat may provide other employee education at the request of Employer,
subject to negotiated pricing, timing, and content as memorialized in a written agreement
between the parties.
Implementation Expense. Employer agrees to pay an implementation fee of$69,018.00 to implement
occupational medicine. This will cover acquisition of two computers for the new staff members,
implementation travel costs, training with Healthstat's occupational health specialist, and the equipment
and certifications listed below. This fee is payable to Healthstat prior to implementation of occupational
medicine services.
17
Equipment: Cost
Trimetrics RA800 Audiometer wlBooth $ 10,585
Phoenix 6.0 Evidential Breath Tester $ 3,000
Trims Electronic Vision Screen $ 3,300
100 lb Barbed(Expensed) $ 250
50 lb Barbell(Expensed) $ 55
Shipping I Delivery Charges $ 3,000
Equipment $ 20,190
Easy One Spirometer w/Interpretation $ 4,650
Interpretative 12 Lead Multichannel ECG $ 4,650
eCW Equipment Inteyation $ 4,500
Total Equipment $ 33,990
Certifications:
Audiometry 2 $ 2,100
Breath Pilcohol 2 $ 980
DOT Urine Drug Screen 2 $ 1,140
OCT Merkel Certification 2 $ 1,4 •'
Si $ -
TifirflUS Vision $ -
Matilead ECG $ -
Annual Audiometer Calibration $ 500
Fill-in for Audio icon(20 Hours) $ 6,126
In .1 Onsite Training Costs $ 4,597
Total Certifications $ 16.931
Total Equipment&Certification Costs $54,921
The annual audiometer calibration fee is an annual charge for which Employer shall be responsible. This
cost is subject to change annually.
If the existing Clinic is relocated, Employer shall be responsible for all costs associated with moving
existing Clinic assets to the new location in a safe manner.
Clinical&Administrative Supplies. Healthstat shall order and Employer shall be billed the cost of the
initial supplies and equipment required for the establishment, expansion, or relocation of each Clinic,
including without limitation required CLIA waivers and medical waste disposal services. All supplies and
equipment required for the on-going operation of the Clinic shall be ordered by Healthstat and invoiced to
Employer on a monthly basis.
Reference Lab and Pathology Services. Employer shall pay Healthstat based on a consolidated
monthly invoice for any reference laboratory and pathology services furnished to Clinic Participants,
whether clinical or occupational in origin. All lab services will be itemized by accession numbers, totaled
each month and submitted to Employer on one invoice for payment.
Medical Records. Employer shall pay copying charges of$0.75 per page, plus the actual costs to
produce x-rays and other such reports, plus actual shipping/transmittal costs, for patient medical records
requested by Clinic patient's upon termination of this Agreement. The medical records may be
transferred via mass data transfer to a successor provider only under a medical records transfer
agreement acceptable to Healthstat, and in such case, Employer shall bear the costs of such transfer.
18
Data Processing and Programming. Employer shall pay Healthstat a programming fee of$150 per
hour for Ad Hoc reporting, data integration, and/or testing. Employer and Healthstat will agree to the
number of programming hours in writing before any programming services begin. In addition, Healthstat
will charge$200 for each data exchange from Healthstat's system to Employer's healthcare plan or other
designated recipient based on the frequency agreed to in writing by Healthstat and Employer. The data
exchange fee will not exceed$4,800 in any calendar year.
Wellness Portal. Employer agrees to pay Healthstat$4,850.00 as a one-time set-up fee prior to
implementation of nlY 14 Wellness Portal and $1.00 per Eligible Member per month for the duration of
the portal's operation. "Eligible Member"shall be defined as Employer's employees and their spouses
(dependents, retirees, and other classes shall not be eligible to participate absent written amendment).
should Each January 1st, the per Eligible Member per month fee shall increase by 4.0%. Employer
agrees to provide all demographics requested by Healthstat regarding Eligible Members in order to
accomplish administration of the portal and supported wellness programs. The per Eligible Member per
month fee shall increase to$1.50(subject to annual increases)during any period in which Employer
chooses not to engage a Wellness Coordinator.
Occupational Medicine. Healthstat shall provide Employer with the following occupational medicine
services at all Clinic locations without additional cost: fire and police physicals (service requires MD),
audiometry testing (service requires MD), fitness testing, alcohol and drug screening, and DOT medical
certification. Employer agrees to cover the costs for any labs performed as part of these occupational
medicine services. Implementation of the occupational medicine services shall be subject to a mutually
agreeable implementation timeline.
Janitorial Services. Healthstat shall engage janitorial services for the Clinic. Charges Healthstat incurs
for engaging such services shall be billed to and payable by Employer on a monthly basis.
Dispensary. Healthstat shall maintain a dispensary at the Clinic and provide the following services in
relation thereto:
1. Coordinate inventorying and re-stocking of medication in the Dispensary pursuant to its
standard formulary, as modified to accommodate the Clinic participants based on Clinician
consultation.
2. Coordinate training of the Clinicians regarding the distribution procedures for the Dispensary.
3. Coordinate supervision of the Clinicians by their overseeing physician in order to comply with
state regulations, as required.
4. Coordinate the delivery and installation of the dispensary platform.
In association with the Dispensary, Employer shall:
1. Provide Healthstat access to the Onsite Clinic(s)to set-up, audit and oversee the Dispensary.
2. Assure all mandated physical space requirements are met(lockable room, permanent
affixing, etc.), as required by law.
3. Notify the clinic participants regarding the availability and benefits of the Dispensary and any
obligations they may have to qualify for the Dispensary program.
4. Ensure the security of the Onsite Clinic where the Pharmacy will be located.
5. Provide DSL or high-speed cable internet connection that does not run through
Administrator's network.
As this is an existing Dispensary, no set-up costs will be due. Employer agrees to pay Healthstat for all
costs incurred related to maintaining the Dispensary(including, without limitation, the costs to stock the
dispensary, shipping costs, taxes, internet access and electrical source, supplies). Employer
understands that there are no returns or refunds of any pre-packaged medications. Employer shall remit
payment in accordance with this Agreement. Employer may terminate Dispensary services with sixty(60)
days' notice.
19
Covered entities under HIPAA are health care clearinghouses,certain health care providers,and health plans. A`group health
plan"is one type of health plan and is a covered entity(except for self-administered plans with fewer than 50 participants). The
group health plan is considered to be a separate legal entity from the employer or other parties that sponsor the group health plan.
Neither employers nor other group health plan sponsors are defined as covered entities under HIPAA.
EXHIBIT "C":
BUSINESS ASSOCIATE AGREEMENT
This Agreement is made effective January 1, 2018 (the"Effective Date") between the group health plan
sponsored by Augusta, GA("Covered Entity"), and Healthstat, Inc. ("Business Associate"). The parties
referenced above may be referred to individually as"Party"and collectively as"Parties."
WITNESSETH
WHEREAS, the Parties wish to enter into or have entered into an agreement whereby Business Associate
will provide certain healthcare services to Covered Entity("Services Agreement");
WHEREAS, pursuant to such Services Agreement, Business Associate may be considered a "business
associate" of Covered Entity as defined in the Health Insurance Portability and Accountability Act of 1996
("HIPAA");
WHEREAS, Business Associate may have access to Protected Health Information and Electronic Protected
Health Information (each as defined below) in fulfilling its responsibilities and obligations under such
Services Agreement;
WHEREAS, HIPAA establishes certain obligations for a covered entity under regulations known as the
Privacy Rules ("Privacy Rules") and the Security Rules ("Security Rules")when a business associate has
access to Protected Health Information and Electronic Protected Health Information of the Covered Entity;
WHEREAS, Title XII of Division A and Title IV of Division B, called the "Health Information Technology for
Economic and Clinical Health("HITECH")of the American Recovery and Reinvestment Act of 2009"expand
on the mandates of the Privacy Rules and the Security Rules (all references herein to the Privacy Rules
and the Security Rules are deemed to include all amendments to such rule contained in HITECH and any
accompanying regulations, and any other subsequently adopted amendments or regulations); and
WHEREAS, the Parties wish to enter into this Agreement in order to comply with HIPAA's Privacy Rules
and Security Rules.
AGREEMENT
THEREFORE, in consideration of the Parties' continuing obligations under the Services Agreement, and
compliance with HIPAA's Privacy Rules and Security Rules, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this
Agreement in order to address the requirements of the HIPAA Privacy and Security Rules and to protect
the interests of the Parties.
DEFINITIONS
Except as otherwise defined herein, any and all capitalized terms in this Agreement shall have the
definitions set forth in the HIPAA Privacy and Security Rules (collectively, the"Rules"). In the event of an
inconsistency between the provisions of this Agreement and mandatory provisions of the Rules, as
amended, the applicable provisions of the Rules shall control. Where provisions of this Agreement are
different than those mandated in the Rules, but are nonetheless permitted by the Rules, the provisions of
this Agreement shall control.
20
The term "Protected Health Information" shall be referred to in this Agreement as "PHI" and means
individually identifiable health information including, without limitation, all information, data, documentation
and materials, including without limitation, demographic, medical and financial information, that relates to
the past, present or future physical or mental health or condition of an individual; the provision of health
care to an individual; or the past, present or future payment for the provision of health care to an individual;
and that identifies the individual or with respect to which there is a reasonable basis to believe the
information may be used to identify the individual."Electronic Protected Health Information"shall be referred
to in this Agreement as"EPHI"and means PHI that is transmitted by or maintained in electronic media.
Business Associate acknowledges and agrees that all PHI and EPHI that is created or received by Covered
Entity and maintained, disclosed, transmitted or otherwise made available in any form, including paper
record, oral communication, audio recording, and electronic media by Covered Entity or its operating units
to Business Associate or is created, received, maintained or transmitted by Business Associate on Covered
Entity's behalf is the property of the Covered Entity and shall be subject to this Agreement. Notwithstanding
the above, Covered Entity acknowledges and agrees that certain services provided under the Services
Agreement involve the delivery of health care services, in which capacity Business Associate is a separate
"covered entity." Therefore, the terms of this Agreement apply only when Business Associate is acting in
its role as a"business associate"to Covered Entity. When Business Associate is acting in its role as health
care provider and not a "business associate" to Covered Entity, the terms of this Agreement do not apply
and Business Associate shall be the owners of all such PHI and EPHI.
PERMITTED USES OF PHI AND EPHI BY BUSINESS ASSOCIATE
Business Associate is only authorized to use or disclose PHI and EPHI as set forth in this Agreement. All
other uses or disclosures of PHI and EPHI are prohibited. Business Associate agrees to use or disclose
PHI or EPHI solely:
(1) For fulfilling its obligations as set forth in the Services Agreement, or any other agreement
evidencing the business relationship between the Covered Entity and the Business Associate,
provided that such use or disclosure would not violate the Privacy Rule if done by the Covered
Entity.
(2) As required by applicable law, rule or regulation.
(3) As otherwise expressly permitted under this Agreement or the Services Agreement.
(4) If necessary for the proper management and administration of Business Associate or to carry out
the legal responsibilities of Business Associate; provided that, as to any such disclosure, the
following requirements are met:
(a) the disclosure is required by law; or
(b) Business Associate obtains reasonable written assurances from the person to whom the
information is disclosed that(1)it will remain confidential and used or further disclosed only
as required by law or for the purpose for which it was disclosed to the person, and (2)the
person notifies Business Associate of any instances in which the confidentiality of the
information has been breached.
(5) For data aggregation services, if to be provided by Business Associate for the health care
operations of Covered Entity pursuant to any agreements between the Parties evidencing their
business relationship. For purposes of this Agreement, data aggregation services means the
combining of PHI or EPHI by Business Associate with the PHI or EPHI received by Business
Associate in its capacity as a business associate of another covered entity, to permit data analyses
that relate to the health care operations of the respective covered entities.
(6) In a manner consistent with Covered Entity's minimum necessary policies and procedures.
Business Associate will request, use and disclose (including to its workforce, contractors,
21
subcontractors, or agents)the minimum PHI necessary to perform or fulfill its function or to comply
with its duties under the Services Agreement.
Business Associate acknowledges and agrees that any use or disclosure of PHI by Business Associate not
expressly permitted under the Services Agreement or this Agreement is prohibited.
DUTIES OF THE BUSINESS ASSOCIATE
The Business Associate represents and agrees to perform the following duties:
(1) Not use or disclose PHI other than as permitted or required by this Agreement or as required by
law.
(2) Implement and enforce appropriate safeguards to detect and to prevent the use or disclosure of
PHI and EPHI other than as permitted in this Agreement. This shall include, but not be limited to,
taking reasonable steps to ensure that its employees' and agents' actions or omissions do not
cause Business Associate to breach the terms of this Agreement. With specific regard to EPHI,
Business Associate shall implement administrative, physical and technical safeguards that
reasonably and appropriately protect the confidentiality, integrity and availability of the EPHI that it
creates, receives, maintains or transmits on behalf of the Covered Entity. Business Associate shall
de-identify all PHI and EPHI as directed by HIPAA prior to taking it off-site, to the extent Business
Associate does not require such PHI and EPHI to perform its functions, activities or services on
behalf of Covered Entity. Business Associate will comply, pursuant to HITECH and its
implementing regulations, with all applicable requirements of the Security Rule contained in 45
CFR §§164.308, 164.310, 164.312 and 164.316 at such time as the requirements are applicable
to Business Associate.
(3) Ensure that its agents, including subcontractors, to whom it provides PHI and EPHI agree in writing
to the same restrictions and conditions that apply to Business Associate under this Agreement and
agree to implement reasonable and appropriate safeguards to protect such PHI and EPHI.
(4) Allow the Secretary of Health and Human Services ("Secretary") and the Covered Entity the right
to audit Business Associate's internal records and practices related to the use and disclosure of
PHI and EPHI to ensure Covered Entity is in compliance with HIPAA. Business Associate shall
fully cooperate with the Secretary in this audit. Business Associate shall also provide Covered
Entity with a full copy of the information made available under this provision.
(5) Make PHI and EPHI available to the Covered Entity in response to an individual's request for
access to PHI as required by 45 CFR§ 164.524.
(6) Make PHI and EPHI available as directed by the Covered Entity for amendment and incorporate
any amendments as directed by the Covered Entity and as required by 45 CFR§ 164.526.
(7) Document such disclosures of PHI and EPHI and information related to such disclosures as would
be required to respond to a request by an individual for an accounting of disclosures of PHI under
45 CFR§ 164.528 of HIPAA.
(8) (a) Advise Covered Entity if any use or disclosure of PHI or EPHI by Business Associate, its
employees, agents or subcontractors did not comply with the terms of this Agreement.
(b) Report to Covered Entity any"Security Incident" of which it becomes aware, as such term
is defined in the security regulations of the HIPAA Privacy and Security Rule. Provided,
the Parties agree that this Section constitutes notice by Business Associate to Covered
Entity of the ongoing existence and occurrence of attempted but Unsuccessful Security
Incidents(as defined below)for which no other additional notice to Covered Entity shall be
required."Unsuccessful Security Incidents"shall include pings and other broadcast attacks
on Business Associate's firewall, port scans, unsuccessful log-on attempts, denials of
service attacks that do not result in a server being taken offline, and any combination of
the above, so long as no such incident results in any of the following: (i) unauthorized
access, Use, Disclosure, modification, or destruction of PHI; (ii) modifications to Business
22
Associate's security policies or procedures; (iii) modifications to Business Associate's
safeguarding measures; (iv) interference with Business Associate's operations; or (v)
interference with Business Associate's information system.
(c) Following the discovery of a Breach of Unsecured PHI, as such terms are defined in the
security regulations of the HIPAA Privacy and Security Rule, notify Covered Entity of such
Breach in accordance with 45 CFR§164.410. A Breach shall be treated as discovered by
Business Associate as of the first day on which such Breach is known to Business
Associate. Business Associate will provide such notification to Covered Entity without
unreasonable delay and in no event later than sixty(60)calendar days after the discovery
of the Breach. Such notification will contain the elements required in 45 CFR§164.410.
(d) The parties will work together to conduct a risk assessment and determine if there is a
Breach requiring notification under 45 CFR§ 164.404. If notification is required,the parties
will cooperate in issuing any required notices and will comply with the notification
requirements under 45 CFR§ 164.410. Business Associate will notify Covered Entity prior
to making any notification of breaches relating to Covered Entity's PHI.
These duties are in addition to any duties that Business Associate may have directly under HIPAA
for breach notification.
(9) Mitigate, to the extent practicable, any harmful effect that is known to Business Associate of an
improper or unauthorized use or disclosure of PHI or EPHI, provided that, Business Associate shall
notify Covered Entity of its mitigation efforts.
(10) To the extent Business Associate is to carry out one or more of the Covered Entity's obligation(s)
under Subpart E of 45 CRF Part 164, comply with the requirements of Subpart E that apply to the
Covered Entity in the performance of such obligation(s).
Business Associate will not directly or indirectly receive remuneration in exchange for any PHI, subject to
the exceptions contained in the HITECH Act, without a valid authorization from the applicable individual.
Business Associate will not engage in any communication which might be deemed to be"marketing" under
the HITECH Act.
TERM AND TERMINATION
(1) Term. The term of this Agreement shall be effective as of the Effective Date, and shall terminate
upon the termination of the Services Agreement or on the date Covered Entity terminates this
Agreement for cause as authorized in Subsection 2(b) below, whichever is sooner.
(2) Termination rights. Upon Covered Entity's knowledge of a material breach of this Agreement by
Business Associate, notwithstanding anything in this Agreement or the Services Agreement to the
contrary, Covered Entity shall have the right to either:
(a) Provide an opportunity for Business Associate to cure the breach or end the violation and
terminate this Agreement and the Services Agreement if Business Associate does not cure
the breach or end the violation within the time specified by the Covered Entity; or
(b) Immediately terminate this Agreement and the Services Agreement.
RETURN OR DESTRUCTION OF PHI AND EPHI
Upon termination of this Agreement,the Services Agreement or upon request of Covered Entity,whichever
occurs first, Business Associate will, if feasible, return or destroy all PHI and EPHI received from or created
by Business Associate on behalf of Covered Entity. Business Associate shall return to Covered Entity or
destroy all PHI and EPHI in any form and retain no copies.
If return or destruction of the PHI and EPHI is not feasible, then Business Associate shall:
23
(1) Retain only that PHI and EPHI which is necessary for Business Associate to continue its proper
management and administration or to carry out its legal responsibilities;
(2) Return to Covered Entity[or, if agreed to by Covered Entity, destroy] the remaining PHI and EPHI
that Business Associate still maintains in any form;
(3) Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect
to EPHI to prevent use or disclosure of the PHI, other than as provided for in this subsection, for
as long as Business Associate retains the PHI;
(4) Not use or disclose the PHI retained by Business Associate other than for the purposes for which
such PHI was retained and subject to the same conditions which applied prior to termination; and
(5) Return to Covered Entity[or, if agreed to by Covered Entity, destroy]the PHI retained by Business
Associate when it is no longer needed by Business Associate for its proper management and
administration or to carry out its legal responsibilities.
MISCELLANEOUS
(1) Restriction of Rights. Except as expressly stated herein or in HIPAA, the Parties do not intend to
create any rights in any third parties.
(2) Survival. The obligations of Business Associate under this Agreement shall survive the expiration,
termination or cancellation of this Agreement, the Services Agreement and/or the business
relationship of the parties, and shall continue to bind Business Associate, its agents, employees,
contractors, successors and assigns as set forth herein.
(3) Entire Agreement; Amendment. This Agreement supersedes all agreements previously made
between the parties relating to its subject matter, including but not limited to any previously
executed business associate agreements. There are no other understandings or agreements
between them. This Agreement may be amended or modified only in a writing signed by the
Parties. Notwithstanding the foregoing, the Parties agree that this Agreement shall amend
automatically to comply with any changes in the regulations and legislation governing HIPAA and
to comply with any other relevant state or federal law, and shall incorporate all such changes
without the need for a writing signed by the Parties.
(4) Non-assignment. No party may assign its respective rights and obligations under this Agreement
without the prior written consent of the other party.
(5) Relationship. None of the provisions of this Agreement are intended to create, nor will they be
deemed to create, any relationship between the Parties other than that of independent parties
contracting with each other solely for the purposes of effecting the provisions of this Agreement
and any other agreements between the Parties evidencing their business relationship.
(6) Waiver. No change, waiver or discharge of any liability or obligation hereunder on any one or more
occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall
prohibit enforcement of any obligation, on any other occasion.
(7) Controlling Terms. The Parties agree that, in the event that any documentation of the agreement
pursuant to which Business Associate provides services to Covered Entity contains provisions
relating to the use or disclosure of PHI and EPHI that are more restrictive than the provisions of
this Agreement, the provisions of the more restrictive documentation will control. Otherwise, the
terms of this Agreement shall control.
(8) Minimum Standards. This Agreement is intended to establish the minimum requirements regarding
Business Associate's use, protection and disclosure of PHI and EPHI.
(9) Severability. In the event that any provision of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, the remainder of the provisions of this Agreement will
remain in full force and effect. In addition, in the event a party believes in good faith that any
provision of this Agreement fails to comply with the then-current requirements of HIPAA, such party
shall notify the other party in writing. For a period of up to thirty(30)days, the parties shall address
such concern in good faith and amend the terms of this Agreement if necessary to bring it into
24
compliance with HIPAA. If, after such thirty (30) day period, the Agreement fails to comply with
HIPAA, then either party has the right to terminate upon written notice to the other party.
(10) Governing Law. To the extent not pre-empted by federal law, this Agreement will be governed by
the laws of the State of Georgia.
[Signatures appear on the following page.]
25
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above.
COVERED ENTITY:
GROUP HEALTH PLAN OF
AUGUSTA, GEORGIA
me By: G
h
�3l •
'Name. /-19%)" ! Dq1// f) (77-•
Title: `Z V'or-
BUSINESS ASSOCIATE:
HEALTHSTAT, INC.
By: 'ti{A- A
Name: Smut 2 - YuiU�-1
Title: Cl v Trecidott
26
EXHIBIT "D":
Electronic Data Sharing
Following are the elements the employer is required to provide to Healthstat as described in this
Agreement.
Demographic Data File Requirements
Below are the general guidelines for creating two separate files for all eligible employees and for
all eligible dependents in the program. A dependent file is not necessary if dependents are not
eligible for the program.
1. Create atab-delimited text file or an Excel workbook file with the fields in the indicated order.
Please use the column header names exactly as specified.
2. Populate all required fields, even if the value is the same for all records—e.g.
"CompanyName,""PlantName,"or"PlantLocation."
3. For optional fields that will not be populated, include the empty columns)with the column
header(s).
4. Please format data fields as indicated, using only alphanumeric characters, numbers, or
numbers plus the special characters listed in the Field Format specified. For example, do not
use parentheses in the"Hphone" and "Wphone"columns. Do not use hyphens in the"DOB,"
"HireDate,"and "Term Date"columns.
5. Send complete files monthly through your secured email site or Ftp/SFTP connection.
Healthstat would be happy to set you up an account on our SFTP server. If this is your
preference please send an email request to data(a�Healthstatinc.com.
File naming conventions and field definitions follow.
I. Employee File:
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Optional
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ID EmployeelD EmployeelD is Max Size: 15 characters
ke identifier
Optional
RespPartyMemberlD Employee's unique (unless Alphanumeric
MemberlD MemberlD is Max Size: 15 characters
ke identifier
Dependent Home Address Optional if Alphanumeric
Address1 Line 1 same as Max Size: 50 characters
emplo ee
Address2 Dependent Home Address Optional Alphanumeric
Line 2 Max Size: 50 characters
Optional if Alphanumeric
City Dependent City same as Max Size: 50 characters
em.lo ee
Optional if Alphanumeric
State Dependent State same as Max Size: 2 characters
em.lo ee
Optional if Alphanumeric(numbers and hyphen
Zip Dependent Zip Code same as only, 5 or 9 digit zip codes)
employee Max Size: 10 characters
ex: 12345 or 12345-6789
Optional if Alphanumeric(numbers, '-`, `x' if
Hphone
Dependent Home extension)
p Telephone Number employee Max Size: 50 characters
ex: 123-456-7890 x1234
Alphanumeric(numbers, '-`, `x' if
Wphone
Dependent Work extension)
p Telephone Number Optional Max Size: 50 characters
ex: 123-456-7890 x1234
Dependent's unique Optional* Alphanumeric
CustomerMemberID insurance identifier#if (*if-SSN) Max Size: 15 characters
other than SSN#
Claims Data File Required Elements
Claims data files should be fixed-length text files. Headers are not allowed. If delimited files are used
instead, a column header record is required. Please send documentation of your file layout and any
definitions/descriptions/formulas. Data should be in HIPAA-compliant format wherever possible.
29
*Please provide a separate list of service type codes and
descriptions if description is not included in file. These
are high-level descriptions of the service such as
Service Type Code HEMODIALYSIS, SURGERY, MATERNITY, Optional
ANESTHESIA, X-RAY(DIAGNOSTIC), AND MEDICAL
CARE (INPATIENT&OUTPATIENT). Details are
provided in the CPT4 procedure codes
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Medical and Pharmacy Claims File continued. . .
Secondary Diagnosis Code Optional
Tertiary Diagnosis Code Optional
Quaternary Diagnosis Code Optional
DRG (Diagnosis Related
Group) Optional
Standard ICD9 Procedure Code (different from CPT4
ICD9 Procedure Code Codes) Optional
UB92 Bill Type UB92 FL4(e.g. 111, 121, 131) Optional
Amount Requested Amount Requested by the pharmacy Optional
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These are high-level descriptions of the specialty such
as OPTOMETRIST, DENTAL GROUP, MD, PHYSICAL
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Provider Suffix Optional
Provider Address 1 Optional
Provider Address 2 Optional
Provider City Optional
Provider State Optional
Provider Zip Code Optional
Additional Data Fields Requested for Rx Claims
Pharmacy Number O tional
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*Please provide a separate list of service type codes and
descriptions if description is not included in file. These are
high-level descriptions of the service such as
Service Type Code HEMODIALYSIS,SURGERY, MATERNITY,ANESTHESIA,X-RAY Optional
(DIAGNOSTIC),AND MEDICAL CARE(INPATIENT& •
OUTPATIENT). Details are provided in the CPT4 procedure
codes.
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Procedure Modifier Standard CPT4 Modifier Optional
UB92 Revenue Code UB92 FL42 Optional
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Secondary Diagnosis Code Optional
Tertiary Diagnosis Code Optional
Quaternary Diagnosis Code Optional
DRG (Diagnosis Related
Group) Optional
Standard ICD9 Procedure Code (different from CPT4
ICD9 Procedure Code Codes) Optional
UB92 Bill Type UB92 FL4 (e.g. 111, 121, 131) Optional
Amount Requested Amount Requested by the pharmacy,,,:� �;�;„ ,� >w�r, � a✓✓r,a >�r � ,�✓dry Optional
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33
*Claims data cannot be processed unless the demographic data files and any claims files contain the
same unique identifier for each covered member, including dependents.
When Healthstat submits claims for reporting purposes:
In the event the Claims Payor for Employer(TPA or Insurance Carrier)does not use the same
unique identifier as Employer to identify each plan member,the Claims Payor must provide a
cross reference file which connects each plan member on the Employer demographic file. This
may be at an additional cost to Employer.
35
Exhibit"E"
Guaranty
[to be determined post-execution]
36