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BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is entered into by and between CITY
OF SOUTH BEND {referred to as "Covered Entity") and SEMMA HEALTH, INC. ("Business
Associate"). This Agreement is effective as of May 15", 2017 ("Effective Date").
RECITALS
WHEREAS, Business Associate provides services to CITY OF SOUTH BEND, a
Covered Entity as that term is defined under the Health Insurance Portability and Accountability
Act of 1996, Public Law 104-191, and its implementing regulations (collectively, "HIPAA"), as
amended by the final regulations promulgated pursuant to the Health Information Technology for
Economic and Clinical Health (such regulations, "HITECH") Act (Division A, Title XIII and
Division B, Title IV of Pub. L. No. 111-5) (which was part of the American Recovery and
Reinvestment Act of 2009); and
WHEREAS, Covered Entity is required to protect the privacy and security of Protected
Health Information, including Electronic Protected Health Information (sometimes collectively
referred to as "PHI" or individually as "PHI" and "EPHI"), and to obtain written assurances
that Business Associate will protect the privacy and security of PHI disclosed to or created by
Business Associate on its behalf in compliance with HIPAA and HITECH; and
WHEREAS, the HIPAA Privacy Rule and Security Rules and HITECH require Covered
Entity and Business Associate to enter into this Agreement containing specific requirements prior
to the disclosure of PHI, as set forth in, but not limited to, Title 45, Sections 164.502(e) and
164.504(e) of the Code of Federal Regulations ("CFR"); and
NOW, THEREFORE, in consideration of the mutual promises below and other
consideration contained herein, the sufficiency of which is hereby acknowledged, the parties agree
as follows:
I. DEFINITIONS
A. "Breach" shall have the meaning set forth in 45 C.F.R. Section 164.402.
B. "Breach Notification Rule" shall mean the rule related to breach notification for
Unsecured Protected Health Information codified at 45 C.F.R. Parts 160 and 164,
Subpart D.
C. "Electronic Protected Health Information" or "EPHI" shall have the meaning given
to such term under the Security Rule, including, but not limited to, 45 C.F.R. §
160.103, limited to the information created or received by Business Associate from
or on behalf of Covered Entity.
D. "HIPAA Rules" shall mean the Privacy, Security and Breach Notification Rules.
E. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable
Health Information, codified at 45 C.F.R. Parts 160 and 164, Subparts A and E.
F. "Protected Health Information" or "PHI" shall have the meaning given to such term
under the Privacy and Security Rules at 45 C.F.R. § 160.103, limited to the
information created or received by Business Associate from or on behalf of
Covered Entity.
G. "Security Rule" shall mean the Security Standards for the Protection of Electronic
Protected Health Information, codified at 45 C.F.R. Parts 160 and 164, Subparts A
and C means the HIPAA regulation that is codified at 45 C.F.R. Part 164.
H. All capitalized and other terms used in this Agreement and not otherwise defined
herein will have the meaning ascribed in the Privacy, Security and Breach
Notification Rules..
II. OBLIGATIONS OF BUSINESS ASSOCIATE
A. Permitted Uses and Disclosures Use of PHI: Except as provided in Sections
II(A)(I)-(6) below, Business Associate may only use or disclose PHI to perform
functions, activities or services for, or on behalf of Covered Entity.
Use for Management and Administration. Except as otherwise limited in
this Agreement, Business Associate may, consistent with 45 C.F.R. §
164.504(e)(4), use PHI if necessary (i) for the proper management and
administration of Business Associate, or (ii) to carry out the Iegal
responsibilities of Business Associate.
2. Disclosure for Management and Administration. Except as otherwise
limited in this Agreement, Business Associate may, consistent with 45
C.F.R. § 164.504(e)(4), disclose PHI for the proper management and
administration of Business Associate or to carry out the legal
responsibilities of Business Associate, provided (i) the disclosure is
Required by Law, or (ii) Business Associate obtains reasonable assurances
from the person to whom the PHI is disclosed ("Person") that it will be held
confidentially and will be used or further disclosed only as Required by Law
or for the purpose for which it was disclosed to the Person, and that the
Person agrees to immediately notify Business Associate in writing of any
instances of which it becomes aware in which the confidentiality of the
information has been breached or is suspected to have been breached.
3. Data Aggregation. Except as otherwise limited in this Agreement, Business
Associate may use PHI to provide Data Aggregation services to Covered
Entity as permitted by 42 C.F.R. § 164.504(e)(2)(i)(B).
4. De -Identification. Business Associate may de -identify PHI in accordance
with 45 C.F.R. § I64.514(b).
5. Reporting Violations. Business Associate may use PHI to report violations
of law to appropriate Federal and State authorities, consistent with 45
C.F.R. § 164.5020)(1).
B. Limitations on Disclosure of PHI: Business Associate shall not use or disclose
PHI other than as permitted or required by this Agreement or as Required by Law.
Business Associate shall not use or disclose PHI in a manner that would violate the
Privacy Rule if done by Covered Entity, unless expressly permitted to do so
pursuant to the Privacy Rule and this Agreement.
C. Obligations on Behalf of Covered Entity. To the extent Business Associate carries out
an obligation for which Covered Entity is responsible under the Privacy Rule, Business
Associate must comply with the requirements of the Privacy Rule that apply to Covered
Entity in the performance of such obligation.
D. HIPAA Safeguards:
1. Business Associate shall use appropriate safeguards to prevent use or
disclosure of PHI other than as permitted by this Agreement or as Required
by Law.
2. Business Associate shall comply with the Security Rule and implement
reasonable and appropriate Administrative, Physical, and Technical
Safeguards to protect the Confidentiality, Integrity, and Availability of
EPHI and to prevent the use or disclosure of EPHI other than as permitted
by the Agreement and this BAA or as Required by Law.
E. Reporting of Disclosures of Protected Health Information in Violation of
HIPAA. Business Associate shall report to Covered Entity in writing any use or
disclosure of PHI not permitted by this Agreement promptly after becoming aware
of such use or disclosure.
F. Reporting of Security Incidents.Business Associate shall report to Covered Entity
any successful Security Incident promptly upon becoming aware of such incident. For
purposes of this Agreement, an "unsuccessful" Security Incident is an unsuccessful attempt
to breach the security of Business Associate's systems that Business Associate determines
was targeted at Business Associate's systems storing Covered Entity's EPHI, and includes
general "pinging" or "denial of service" attacks that are not determined to have been
directed at such EPHI, and such unsuccessful Security Incidents shall be deemed as having
been reported.
G. Reporting of Breaches of Unsecured PHI
Notification Re uirement. To the extent Business Associate accesses, maintains,
retains, modifies, records, stores, destroys, or otherwise holds, uses or discloses
Unsecured PHI, it will, following the discovery of a Breach of such information,
notify Covered Entity of such Breach without unreasonable delay and in no case
later than 60 days after discovery of the Breach.
2. Discovery of Breach. For purposes of reporting a Breach to Covered Entity, the
discovery of a Breach shall occur on the first day on which such Breach is known
to Business Associate or, by exercising reasonable diligence, would have been
known to or suspected by the Business Associate. Business Associate will be
considered to have had knowledge of a Breach if the Breach is known, or by
exercising reasonable diligence would have been known to any person (other than
the person committing the Breach) who is an employee, officer or agent of the
Business Associate.
Contents of Notification. Any notice referenced above in Section II(G)(1) of this
Agreement will include, to the extent known to the Business Associate, the
identification of each individual whose Unsecured PHI has been, or is reasonably
believed by Business Associate to have been accessed, acquired, used, or disclosed
during such Breach. Business Associate will also provide to Covered Entity other
available information that the Covered Entity is required to include in its
notification to the individual pursuant to the Breach Notification Rule.
H. A reements by Third Parties: Business Associate shall enter into a written
agreement with any Subcontractor that creates, receives, maintains or transmits PHI
for or on behalf of Business Associate pursuant to which such Subcontractor agrees
to be bound by substantially the same restrictions, terms, and conditions that apply
to Business Associate with respect to such PHI.
Disclosure to U.S. Department of Health and Human Services/Covered Entity.
Business Associate shall make its internal practices, books, and records relating to
the Use and Disclosures of PHI available to the Secretary for purposes of
determining Covered Entity's compliance with HIPAA.
J. Access by Individuals: Business Associate shall provide access, at the request of
Covered Entity, and in the time and manner reasonably designated by Covered
Entity, to PHI in a Designated Record Set, to Covered Entity in order for Covered
Entity to meet the requirements under the Privacy Rule at 45 C.F.R. § 164,524.
K. Amendment of PHI: Business Associate shall make any PHI contained in a
Designated Record Set available to Covered Entity for purposes of amendment
pursuant to 45 CY.R. § 164.526.
L. Accounting of Disclosures. To the extent applicable, Business Associate agrees
to document disclosures of PHI and information related to such disclosures as
would be required for Covered Entity to respond to a request by an Individual for
an accounting of disclosures of PHI in accordance with the Privacy Rule at 45
C.F.R. § 164.528. Business Associate shall provide Covered Entity with such
documentation upon the request of Covered Entity.
M. Minimum Necessary: Business Associate shall only request, Use, and Disclose
the minimum amount of PHI necessary to accomplish the purpose of the request,
Use, or Disclosure.
IH. OBLIGATIONS OF COVERED ENTITY
A. Notice of Privacy Practices: Covered Entity shall notify Business Associate of
any limitations) in the Notice of Privacy Practices of Covered Entity under 45 CFR
164.520, to the extent that such limitations may affect Business Associate's Use or
Disclosure of PHI.
B. Revocation of Permission: Covered Entity shall notify Business Associate of any
changes in, or revocation of, the permission by an Individual to use or disclose his
or her PHI, to the extent that such changes may affect Business Associate's Use or
Disclosure of PHI.
C. Right to Request Privacy Protection for PHI: Covered Entity shall notify
Business Associate of any restriction on the Use or Disclosure of PHI that Covered
Entity has agreed to or is required to abide by under 45 CFR 164.522 ("Right to
Request Privacy Protection for PHI"), to the extent that such restriction may
affect Business Associate's Use or Disclosure of PHI.
D. Permissible Requests by Covered Entity: Covered Entity shall not request
Business Associate to Use or disclose PHI in any manner that would not be
permissible under the Privacy Rule if done by Covered Entity. Exceptions to this
Section include Use or Disclosure PHI for Data Aggregation or management and
administration and legal responsibilities of Business Associate.
IV. TERM & TERMINATION
A. Term.: The Term of this Agreement shall be effective as of the date specified
above, and shall terminate when all of the PHI provided by Covered Entity to
Business Associate, or created or received by Business Associate on behalf of
Covered Entity, is destroyed, or returned to Covered Entity. If it is infeasible to
return or destroy Protected Health Information, Business Associate shall extend
protections to such information, in accordance with the termination provisions in
this Section.
B. Termination for Cause: If Covered Entity becomes aware of a pattern of activity
or practice that constitutes a material breach or violation of the obligations under
the provisions of this Agreement, Covered Entity has the option to terminate the
Agreement upon demanding a cure within forty-five (45) days of obtaining such
knowledge. If Business Associate fails to cure such breach within the forty-five
(45) day period, Covered Entity has the right to terminate the Agreement
immediately.
C. Obligations of Business Associate Upon Termination:
1. Except as provided in paragraph (2) of this Section IV(C), upon termination
of this Agreement for any reason, Business Associate shall return or destroy
all PHI received from Covered Entity, or created or received by Business
Associate on behalf of Covered Entity, and shall retain no copies of the PHI
except as required by the Agreement.
2. In the event that Business Associate determines that returning or destroying
the PHI is infeasible, Business Associate shall provide to Covered Entity
notification of the conditions that make return or destruction infeasible.
Upon mutual agreement of the parties that return or destruction of PHI is
infeasible, Business Associate shall extend the protections of this BAA to
such PHI and limit further uses and disclosures of such PHI to those
purposes that make the return or destruction infeasible, for so long as
Business Associate maintains such PHI.
V. MISCELLANEOUS
A. Amendment: The parties agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for the parties to comply with the
HIPAA Rules.
B. Survival: The respective rights and obligations of Business Associate under
Section IV(C) of this Agreement shall survive the termination of this Agreement.
C. Governing Law: This Agreement shall be construed, and the rights and liabilities
of the parties hereto determined, in accordance with the internal laws of the State
of Indiana.
D. Titles and Headings: Titles and headings to sections herein are for purposes of
reference only, and shall in no way limit, define, or otherwise affect the provisions
herein.
E. Entire Agreement: This Agreement, including any exhibits presently or
subsequently attached hereto, constitutes the entire agreement between the parties
concerning the subject matter hereof, and supersedes all prior agreements, whether
written or oral, between the parties and the subject matter hereto.
F. No Third Party Rights: The parties agree that it is their specific intention to create
no third party rights by virtue of this Agreement.
G. No Third Party Beneficiaries: Nothing express or implied in this Agreement is
intended to confer, nor shall anything herein confer, upon any person other than
Covered Entity, Business Associate, and their respective successors or assigns, any
rights, remedies, obligations, or liabilities whatsoever.
H. Independent Contractors: The parties are and shall be independent contractors
to one another, and nothing in this Agreement shall be deemed to cause this
Agreement to create an agency, partnership, or joint venture between the parties.
Except as expressly provided herein, neither party shall be liable for any debts,
accounts, obligations, or other liabilities of the other party.
Assi_antnent: This Agreement shall be binding on the parties and their successors
and assigns, provided that neither party shall assign any of its rights under this
Agreement to any other party without the prior written consent of the other party.
J. Severability: In the event that any court or any governmental authority or agency
declares all or part of any section of this Agreement to be unlawful or invalid, such
unlawfulness or invalidity shall not serve to invalidate any other section of this
Agreement, and in the event that only a portion of any section is so declared to be
unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate the
balance of such section.
K. Counterparts: This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which shall constitute
one and the same agreement.
L. Reaulatory References: A reference in this Agreement to a section in the HIPAA
Rules means the section as in effect or as amended.
M. Interpretation: The provisions of this Agreement shall prevail over any provisions
in any other agreement between the parties that may conflict or appear inconsistent
with any provision in this BAA. Any ambiguity in this Agreement shall be
interpreted to permit compliance with the HIPAA Rules
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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
Term are less than the Anticipated Costs (as defined below) Client could have incurred during the
applicable Term (the "Cost Savings Amount"). SEMMA shall calculate the Client's anticipated costs as a
projection of annual reimbursement claims submitted to the Client's group health plan, based on Client's
historical claims data and trends in membership counts, trends in overall claims expenditures, regional
inflationary trends, and trends in the mix or type of claims (the "Anticipated Costs").
2.2 Invoices, Payment and Reconciliation.
2.2.1 Monthly Retainer and Data Utilization Fee. Client shall pay the initial Retainer on the Effective Date of
this Agreement. SEMMA shall thereafter submit monthly invoices to Client for the Base Monthly Fee and
Data Utilization Fee. CIient shall pay all invoiced amounts for the Base Monthly Fee and Data Utilization
Fee within thirty (30) days of receipt of an invoice.
2.2.2 Success Fee Interim Pants. SEMMA shall calculate a projected Success Fee for each Term based on
its projections of the Cost Savings Amount for such Term (the "Projected Success Fee"). For the first three
quarters of each Term, SEMMA shall submit quarterly invoices to Client for interim payments equal to
one-fourth of the Projected Success Fee (the "Success Fee Interim Pam"). Client shall pay all
invoiced amounts for Success Fee Interim Payments within thirty (30) days of receipt of an invoice,
2.2.3 Success Fee Reconciliation. Within thirty (30) days following the end of each Term, SEMMA shall
determine the actual Cost Savings Amount for such Term and shall perform reconciliation of the actual
Success Fee due for such Term with the aggregate Success Fee Interim Payments actually paid for such
Term. If the actual Success Fee is greater than the aggregate Success Fee Interim Payments for such Term,
SEMMA shall submit an invoice to Client for the difference, and Client shall pay the invoiced amount
within thirty (30) days of receipt of the invoice. If the actual Success Fee is less than the aggregate Success
Fee Interim Payments for such Term, SEMMA shall reimburse the difference to Client within thirty (30)
days of the close of the Term.
3. Data Access, Use, Security and Audits
3.1 HIPAA. The parties hereto agree that this relationship meets the requirements established in the Health Insurance
Portability and Accountability Act of 1996 and its implementing regulations, as amended (collectively, "HIPAA"), which
governs the use of Protected Health Information (as such term is defined in 45 C.F.R. § 160.103). For purposes of the
parties' compliance with HIPAA, the Business Associate Agreement ("BAA") entered into by the parties shall apply to this
Agreement.
3.2 Data and System Access. Client agrees to provide SEMMA with data related to reimbursement claims made by or
on behalf of members participating in Client's self funded group health insurance plan(s) (the "Data") as SEMMA requires in
connection with performing its Services under this Agreement. Client shall make the Data available to SEMMA through
electronic communications, one or more gateway(s), website(s) and/or secure transfer protocols hosted by or on behalf of
SEMMA (the "S sty"), or another format agreed to by the parties. As permitted by SEMMA, Client may perform all data
transmission through such systems utilizing the browsers and technology set forth in documentation provided by SEMMA to
Client from time to time. The Client agrees to limit access to and use of such systems to those personnel whose duties
require such use.
4. Intellectual Property Rights
4.1 Materials. All proprietary materials, including Confidential Information (as defined herein), owned, developed or
licensed by or on behalf of either party: (i) prior to the Effective Date, including, without limitation, the subject matter of
patents and all third -party materials licensed by Client or SEMMA; and/or (ii) independently developed by the Client or
SEMMA subsequent to the Effective Date (the "Client Materials" and "SEMMA Materials," respectively) are, and all
intellectual property rights in and to them shall continue to be, owned by such party. No ownership of the CIient Materials or
the SEMMA Materials or the intellectual property rights in and to them shall be transferred by virtue of this Agreement. The
parties agree that SEMMA retains the right to use the ideas, concepts, techniques, industry data, and know-how it obtains or
develops in the course of performing its Services under this Agreement.
4.2 Client Data: The parties agree that the Data is and will remain the property of Client and/or Client's TPA. SEMMA
shall not share, sell, or otherwise give to any third party person or organization the Data without the prior written consent of
Client, except as expressly provided herein. Client agrees that SEMMA may use all of the Data alone or in combination with
other data and other third -party data sources, provided any such use is in compliance with MPAA and the BAA.
5. Confidentiality
5.1 Confidential Information.
5.1.1 The parties acknowledge that each party may disclose, deliver or give access to the other party (the
"Disclosing Party" and the "Receiving Party," respectively) information, data or materials, in either
tangible or intangible form, that are trade secrets of, or proprietary and confidential to, the Disclosing Party,
including without limitation: (i) Client Data; (ii) Client Materials; (iii) SEMMA Materials; (iv) the
Reports; (v) all information communicated to it by the other party and identified as confidential; (vi) all
information that is not generally known to the public and at the time of disclosure and is identified as, or
would reasonably be understood by that party to be, proprietary or confidential, and that the party (or its
contractors or agents) observes or learns in connection with this Agreement; and (iv) this Agreement
(collectively, the "Confidential Information").
5.1.2 Except as expressly stated in this Agreement, the Receiving Party shall protect Confidential Information
received hereunder with the same degree of care as it exercises for its own information of like kind (in no
case less than reasonable care in accordance with professional standards) and shall not use the Confidential
Information except as necessary to fulfill its obligations under this Agreement. Except as expressly stated
in this Agreement, the Receiving Party shall not disclose the Confidential Information to any third party
during the Term or thereafter without the Disclosing Parry's express written consent in each instance.
Access to and use of any Confidential Information shall be restricted to those employees and persons
within a party's organization with known discretion and with a need to use the information to perform such
parry's obligations under this Agreement, The Receiving Party will promptly report to the Disclosing Party
any breaches in confidentiality that may materially affect the Disclosing Party and specify the corrective
action taken.
5.1.3 All Confidential Information will remain the exclusive property of the Disclosing Party. Confidential
Information does not include information that: (i) is already known by the Receiving Party prior to
disclosure by the Disclosing Party; (ii) is independently developed by the Receiving Party without the use
of the Confidential Information; (iii) is publicly known or becomes publicly known through no breach of
this Agreement by the Receiving Party; (iv) is independently obtained from a third party under no duty of
confidentiality to the Disclosing Party; or (d) is required to be disclosed in a judicial or administrative
proceeding after all reasonable legal remedies for maintaining such Confidential Information in confidence
have been exhausted and so long as the receiving Party notifies the disclosing Party a reasonable time prior
to disclosure and discloses the minimum amount of Confidential Information required by law.
5.1.4 The parties hereto acknowledge that some information, which would otherwise be considered Confidential
under this Agreement, may be disclosed by Client if a third party submits a valid APRA request to Client.
Any information produced by Client under an APRA request shall not be considered to be a violation of the
Confidentiality provision of this Agreement.
5.2 Return of Materials. At the Disclosing Party's written request upon expiration or termination of this Agreement,
each party shall return, or if return is not feasible, destroy and certify to such destruction in writing, all Confidential
Information and proprietary materials of the other party and all copies and embodiments thereof in its possession.
Notwithstanding the foregoing, the Receiving Party may retain copies of the Confidential Information for archival purposes,
as otherwise required by law or that is already included in the Reports.
6. Term and Termination
6.1 Term. Unless terminated earlier in accordance with this Article 6, this Agreement shall commence as of the
Effective Date and shall continue in effect until April 30s1, 2018 (the "Initial Term"). This Agreement shall be automatically
renewed for successive one-year terms (the Initial Term and any renewal terms collectively, the "Term").
6.2 Termination for Convenience. Either party may terminate this Agreement as of the end of any Term, for any reason
or no reason, upon written notice to the other party at least forty-five (45) days prior to the end of the then -current Term.
General Terms.
7.1 Survival. The following Articles and Sections will survive and remain effective following termination or expiration
of this Agreement: 3.1 (HIPAA), 4 (IntelIectual Property Rights), 5 (Confidentiality), and 7 (General Terms).
SIGNATURES OF THE PARTIES APPEAR ON THE IMMEDIATELY FOLLOWING PAGE
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When the prospective Contractor is unable to certify to any of lite statements belmv, it shall attach an explanation to this Affidavit.
CONTRACTOR'S NON -COLLUSION AND NON -DEBARMENT AFFIDAVIT,
CERTIFICATION REGARDING INVESTMENT WITH IRAN, EMPLOYMENT ELIGIBILITY
VERIFICATION, NON-DISCRIMINATION COMMITMENT AND CERTIFICATION OF USE
OF UNITED STATES STEEL PRODUCTS OR FOUNDRY PRODUCTS
(Must be completed for all quotes and bids. Please type or print)
STATE OF - V )
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COUNTY )
The undersigned Contractor, being duly sworn upon his/her/its oath, affirms under the penalties of perjury that:
1. Contractor has not, nor has any other member, representative, or agent of the firm,
company, corporation or partnership represented by him, entered into any combination, collusion
or agreement with any person relative to the price to be bid by anyone at such letting nor to
prevent any person from bidding nor to induce anyone to refrain from bidding, and that this bid
is made without reference to any other bid and without any agreement, understanding or
combination with any other person in reference to such bidding. Contractor further says that no
person or persons, firms, or corporation has, have or will receive directly or indirectly, any
rebate, fee, gift, commission or thing of value on account of such sale; and
2. Contractor certifies by submission of this proposal that neither contractor nor any of its
principals are presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded frorn participation in this transaction by any Federal department or agency;
and
3. Contractor has not, nor has any successor to, nor an affiliate of Contractor, engaged in
investment activities in Iran.
a. For purposes of this Certification, "Iran" means the government of ]ran and any agency or
instrumentality of Iran, or as otherwise defined at Ind. Code § 5-22-16.5-5, as amended from
time -to -time.
b. As provided by Ind. Code § 5-22-16.5-8, as amended from time -to -time, a Contractor is
engaged in investment activities in Iran if either:
i. Contractor, its successor or its affiliate, provides goods or services of twenty million
dollars ($20,000,000) or more in value in the energy sector of Iran; or
ii. Contractor, its successor or its affiliate, is a financial institution that extends twenty
million dollars ($20,000,000) or more in credit to another person for forty-five (45)
days or more, if that person will (i) use the credit to provides goods and services in
Non -Collusion Non -Debarment Affidavit Non Iran Form 2016
the energy sector in Iran; and (ii) at the time the financial institution extends credit, is
a person identified on list published by the Indiana. Department of Administration.
4. Contractor does not knowingly employ or contract with an unauthorized alien, no]- retain
any employee or contract with a person that the Contractor subsequently learns is an
unauthorized alien. Contractor agrees that he/she/it shall enroll in and verify the work eligibility
status of all of Contractor's newly hired employees through the E-Verify Program as defined by
I.C. 22-5-1.7-3. Contractor's documentation of enrollment and participation in the E-Verify
Program is included and attached as part of this bid/quote; and
5. Contractor shall require his/her/its subcontractors performing work under this public
contract to certify that the subcontractors do not knowingly employ or contract with an
unauthorized alien, nor retain any employee or contract with a person that the subcontractor
subsequently learns is an unauthorized alien, and that the subcontractor has enrolled in and is
participating in the E-Verify Program. The Contractor agrees to maintain this certification
throughout the term of the contract with the City of South Bend, and understands that the City
may terminate the contract for default if the Contractor fails to cure a breach of this provision no
later than thirty (30) days after being notified by the City.
6. Persons, partnerships, corporations, associations, or joint venturers awarded a contract by
the City of South Bend through its agencies, boards, or commissions shall not discriminate
against any employee or applicant for employment in the performance of a City contract with
respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or
indirectly related to employment because of race, sex, religion, color, national origin, ancestry,
age, gender expression, gender identity, sexual orientation or disability that does not affect that
person's ability to perform the work.
In awarding contracts for the purchase of work, labor, services, supplies, equipment, materials,
or any combination of the foregoing including, but not limited to, public works contracts
awarded under public bidding laws or other contracts in which public bids are not required by
law, the City, its agencies, boards, or commissions may consider the Contractor's good faith
efforts to obtain participation by those Contractors certified by the State of Indiana as a Minority
Business ("MBE") or as a Women's Business Enterprise ("WBE") as a factor in determining
the Iowest, responsible, responsive bidder.
In no event shall persons or entities seeking the award of a City contract be required to award a
subcontract to an MBE/WBE; however, it may not unlawfully discriminate against said
WBE/MBE. A finding of a discriminatory practice by the City's MBE/WBE Utilization Board
shall prohibit that person or entity from being awarded a City contract for a period of one (I)
year from the date of such determination, and such determination may also be grounds for
terminating the contact for which the discriminatory practice or noncompliance pertains.
7. The undersigned contractor agrees that the following nondiscrimination commitment
shall be made a part of any contract which it may henceforth enter into with the City of South
Bend, Indiana or any of its agencies, boards or commissions.
Non -Collusion Non -Debarment Affidavit Non ]ran Porn 2016
Contractor agrees not to discriminate against or intimidate any employee or applicant for
employment in the performance of this contract with privileges of employment, or any matter
directly or indirectly related to employment, because of race, religion, color, sex, gender
expression, gender identity, sexual orientation, handicap, national origin or ancestry. Breach of
this provision may be regarded as material breach of contract.
1, the undersigned bidder or agent as contractor on a public works project, understand my
statutory obligations to the use of steel products or foundry products made in the United States
(I.C. 5-16-8-1). 1 hereby certify that I and all subcontractors employed by me for this project will
use steel products or foundry products made in the United States on this project if awarded. I
understand I have an affirmative duty to notify the City in my bid that my proposal does not
include the use of steel products or foundry products made in the United States. I understand it is
nay sole obligation and responsibility to provide a justification to the City, subject to review and
approval, why the cost of United States made steel of- foundry products is unreasonable. Prior to
award and upon submission of bid which does not use steel products or foundry products made
in the United States, the City, through its director of public works, shall make a determination if
the price of United States made steel or foundry is unreasonable. 1 understand that violations
hereunder may result in forfeiture of contractual payments.
I hereby affirm under the penalties of perjury that the facts and information contained in the foregoing bid for
public works are true and correct.
Dated this �� day of , 20J]
SE m m A F ea.l*
Contractor/Bidder (Firm)
ignature of Contractor/Bidder or Its Agent
SU36V) Rh�yj-. 4Segl 61jLA -
Printed Name and Title
Subscribed and sworn to before me this 1 0-'�- day of � , 20 1'7
My Commission Expires 15 I61 2-1�&—� 4rL
Notary Public
County of Residence 5� �6�e
PAM NETTLE
Non -Collusion Non -Debarment Affidavit Non Iran Form 2016 d Notary Public, State of Indiana
St, Joseph County. Comm, # 544MS
My Commissicn Ecpires
�y Me May ' 8, 202'1
F' A Health Benefit Intelligence
SEMMA Health Company
March 10, 2017
James Mueller
Chief of Staff
Jennifer Hockenhull
Deputy Controller
City of South Bend
Dear James and Jen,
Thank you for your interest in partnering with SEMMA Health. We look forward to bringing
health benefit intelligence to your team with the end goal of significantly reducing the City of
South Bend's expenses. We recognize that the increasing cost of healthcare presents a significant
challenge to an organization's financial health and SEMMA offers a unique data solution to this on-
going challenge.
Should you wish to partner with us, SEMMA would begin our standard protocols to help you
proactively manage your healthcare spending. In this period, SEMMA would monitor your claims
and act to mitigate high dollar claims. In this capacity, SEMMA will actively engage with your team
and your other health benefit partners (i.e. your broker, your carriers, your TPA) to ensure that
your employees receive the highest quality healthcare in our community and that the City of South
Bend can offer this in the most cost effective way possible.
SEMMA's typical fee structure has been designed to ensure we have aligned incentives for your
cost savings. There is a per member per month base monthly fee (typically $1.50 to $3,50 based
on size of member population) and a success fee of 20-40% on all cost savings after the base
monthly fee. For example, if we can reduce healthcare spending for a 7,000-member plan by $1M,
the net savings to the client is $624,000. This assumes a 25% success fee and a $2 per member
per month base monthly fee.
Attached is our Data Services Agreement and Business Associate Agreement for your review and
signature so that we may formally begin our partnership.
Please let us know if you have any questions.
Thank you and kind regards,
Susan
Susan H. Ford
SEMMA Health, Inc.
16A^ X.
�q
130 S. Main St., Suite 200, South Bend, IN 46601
EXHIBIT A
SERVICES FEES
Success Percentage: For purposes of calculating the Success Fee, the Success Percentage shall be an
increasing percentage based on the total Cost Savings Amount during any Term,
and shall be calculated as follows:
Cost Savings Amount
Success Percentage
Up to and including $1,000,000
20%
Above $1,000,000, up to and including
$3,000,000
30%
Above $3,000,000
40%
(Example: total savings achieved from the baseline in a given
Term total $4 million, the fee is calculated as (the first $1 million x
20%) + (the second and third million x 30%) + (everything greater
than the first $3 million x 40%), resulting in a total success fee of
$1.2 million),
a
K