Business Associate Agreement & Data Services Agreement - SEMMA Health, Inc.

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DATA SERVICES AGREEMENT THIS DATA SERVICES AGREEMENT ("Agreement") is entered into as of the Is' day of May 2017 (the "Effective Date"), by and between SEMMA Health, Inc. ("SEMMA") and the City of South Bend ("Client"). BACKGROUND WHEREAS, SEMMA Health Inc. provides a variety of data and consulting services for employers sponsoring self - funded group health insurance plans, including but not limited to certain data aggregation, data analysis, and forecasting services; WHEREAS, Client is the sponsor of a self -funded group health insurance plan providing, among other services, health care benefits to certain eligible employees and their qualified dependents; WHEREAS, Client desires to retain SEMMA as an independent contractor to provide certain data and consulting services in connection with Client's self -funded group health plan(s), as more particularly described in this Agreement; and WHEREAS, SEMMA desires to provide data and consulting services to the Client in connection with the Client's self funded group health plan, pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and other valuable consideration, the parties hereto agree as follows: Services Provided by SEMMA 1.1 Services. Client hereby retains SEMMA to provide, and SEMMA hereby agrees to provide, on the terms and conditions set forth in this Agreement, the data and consulting services set forth in this Section 1.1 (the "Services"): 1.1.1 SEMMA shall employ its proprietary big data and analytic platform to proactively identify and reduce waste and variation in the cost and quality of care that is purchased through the Client's health benefit plan. 1.1.2 SEMMA shall provide regular analyses of Client's health benefit claims as processed by Client's health benefit administrator. 1.1.3 SEMMA shall generate and provide to Client regular reports (collectively, the "Reports') on analyses of health benefit utilization and costs. 1.2 Independent Contractors. The parties intend to, and shall, act and perform as independent contractors. Each party shall be solely responsible for, and shall comply with, all state and federal laws, rules and regulations pertaining to employment taxes, income tax withholding, unemployment compensation contributions, and all other employment related laws, rules and regulations applicable to that party. SEMMA retains all the rights and privileges as the employer of its employees including, without limitation, the right to control, supervise, hire, discipline, compensate, and terminate such employees. Nothing in this Agreement shall constitute or be construed to be or to create an employer -employee, partnership or joint venture relationship between SEMMA and Client. 2. Payment for Services Provided by SEMMA 2.1 Services Fees. In consideration of the Services rendered by SEMMA under this Agreement, Client will pay SEMMA the services fees set forth in this Section 2.1 (the "Services Fees"): 2.1.1 Monthly Retainer. Client will pay SEMMA a monthly retainer fee of $4,000. 2.1.2 Data Administration Fee. Client will reimburse SEMMA for fees paid to third parties for the administration and acquisition of data. Such fees shall be approved by Client prior to administration. 2.1.3 Success Fee. Client will pay SEMMA the "Success Percentage" set forth on Exhibit A of the cumulative, actual cost savings realized by Client during each Term this Agreement, net of all Data Administration Fees for each Term (the "Success Fee"). SEMMA shall calculate the Success Fee based on the extent to which the actual costs incurred by Client related to its self -funded group health insurance plan(s) during each