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HomeMy WebLinkAboutBusiness Associate Agreement - TriZetto Provider Solutions LLC - EMS Billing Services• COUNTY-Crry BUILDING 227 W. r � c,p01)'1 gym, ., 1865 CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR BOARD OF IC WORKS April 9, 2019 Angie Rinderer TriZetto Provider Solutions, LLC 3300 Rider Trail South Earth City, MO 63045 RE: Business Associate Agreement Dear Ms. Rinderer: PHONE 574/235-9251 FAX 574/235-9171 The Board of Public Works, at its meeting held on April 9, 2019, approved the above referenced agreement regarding improved software for EMS billing services in the amount of $1560.55 per month. Enclosed please find a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, Linda M. Martin, Clerk Enclosure GARY A. GILOT GENEVIEVE E. MILLER ELIZABETH A. MARADIK LAURA L. O'SULLIVAN THERESE J. DORAU Z IVA aTRIZETTO Provider Solutions' A Cognizant Company PURCHASE ORDER CLIENT CONTACT INFORMATION Company Name: South Bend Fire Department Contact: Todd Skwarcan Phone #: (574) 235-9255 Fax #: Email: tskwarca@southbendin.gov Address: 1222 S Michigan South Bend, IN, 46601 TRIZETTO CONTACT INFORMATION Sales Rep: Angie Rinderer Phone #: (800) 969-3666 Ext. 1453 Fax #: (314) 802-6822 Email: angelica.rinderer@cognizant.com Address: 3300 Rider Trail South Earth City, MO 63045 TERM Initial Term: 12 months Renewal Term: 12 months EDI SERVICE PACKAGES MONTHLY FEE Please check the box next to the desired package. ❑ ELECTRONIC CLAIMS includes: Electronic Remittance Advice Claim Status Inquiry $500 for up to 2,500 Claims $0.20 per claim thereafter (1st 3 Month Free if Rec'd by 4/30/19) ANCILLARY EDI SERVICES MONTHLY FEE Please check the box next to the desired ancillary services below. ❑ Paper Claims $0.59 per Claim o Cost-effective solution for payers not accepting claims electronically. ❑ Secondary Claims $0.79 per Claim o Options: COB Pass Through Secondaries7 o The ability for the provider to automate the process of sending a secondary claim for payer processing. ❑ Patient Statements $0.71 per Statement o Simplifies the patient billing process through fast and accurate printing and mailing of professional patient statements. o $0.14 for each additional page, $0.50 NCOA fast -forward fee per encounter, $0.05 CASS fee maybe incurred ❑ Advanced Coding Edits $10.00 per 200 Claims o Submit cleaner claims by quickly and automatically identifying coding errors before they're submitted to payers. ❑ Denials Workflow $10.00 per 200 Claims o This solution allows for clients to create a workflow for their denials process with the ability to tag accounts, notate accounts, and print automated appeal letters the functionality in this product will assist our customers in managing their denial process. PO - South Bend Fire Dept r v1—d rRIZE.TTO CONFIDENTIAL/TRADE SECRET 20150408 g'r.�c""'�/ CTSGL: 20190402 (JCS) Executable Page 1 of 4 pq, +" il.r;nrvww� ❑ Work Comp/Personal Injury/Auto Accident Claims $80.00 Monthly Minimum*** ***Client will be charged $80 per month for up to 100 electronic claims, $0.80 per electronic claim thereafter. Paper Claims are $1.25 per claim. o Allows Client to submit electronic attachments as additional documentation for workers' compensation, personal injury, and liability claims. ADDITIONAL INFORMATION Please check the box next to the desired information below. ❑ Credit Card Services o Please check the box if you are interested in receiving more information regarding Credit Card Services from TSYS. Watch the video at 9'ittt)s:/.-..It).Lsys-,.coniltrizettoI ❑ Collect Online Payments o Please check the box if you are interested in receiving more information regarding Online Payment Collections services from TSYS. ❑ Credentialing Services o Please check the box if you are interested in receiving more information regarding Credentialing Services from TriZetto Provider Solutions ADDITIONAL FEES Initial Set-up Fee: $200 (Waived if Rec'd by 4/30/19) Provider Add On Fee: $0 Annual Renewal Fee: NOTES 1. Go -Live date of 5/1/19; if client decides to change will communicate and then invoicing will be based off of the new go -live date. Charges will not start until live claims are sent. If no Go -Live date is listed, then invoicing shall begin 30 days after the Effective Date. 2. Do not invoice until first live claim file is sent ADDITIONAL TERMS The following additional terms (the "Additional Terms") shall apply to the Agreement. For any conflict between the General Terms (including any incorporated document) and these Additional Terms, the Additional Terms will govern. 1. Payment Terms. Notwithstanding the fifteen day period described in Section 6.2 Invoicing of the General Terms, all invoices shall be payable within thirty (30) days of the invoice date. 2. Governing Law. Section 13.8 Governing Law of the General Terms attachment to the Agreement shall be modified so that the Agreement is governed by the laws of the State of Indiana. 3. Public Sector Client. Because Client is a government or public sector entity, some provisions of the Agreement may be invalid or unenforceable under state or other applicable law. If so, and notwithstanding anything to the contrary in the Agreement, those invalid or unenforceable provisions of the Agreement are revised to render the provisions both enforceable and consistent with the original intent of the parties to the maximum extent permissible. PO TRIZETTO CONFIDENTIAL/TRADE SECRET 201SO408 _ .,....,, form r viewed Page 2 of 4 9 M 1 EGAI p/ �" F.'•SN�rrau�rrn� 4. Additional Services; Subsequent Orders. Any subsequent purchase orders signed by the Parties for additional services during the term of the Agreement shall also be subject to the terms, conditions and restrictions of Agreement as defined herein (below) and modified by these Additional Terms unless such purchase order explicitly states otherwise and references this Order and the Agreement. OFFER AND AGREEMENT This purchase order (the "Order") is merely an offer to enter into a contract until signed by Client and, if not signed, will expire 30 days after receipt by Client. Once signed by Client, this Order, together with the General Terms, Business Associate Agreement and other addenda attached hereto or referenced therein collectively constitute the Agreement, all of which are incorporated herein by reference (the "Agreement"), and contain the terms and conditions under which TriZetto Provider Solutions, LLC, ("TriZetto") will provide the Services, as defined in the General Terms. The Agreement is effective as of the date as of the date Client signs below (the "Effective Date"). The Agreement supersedes any previous agreements and understandings between the Parties regarding the Services. CLIENT ACCEPTANCE By signing below, Client agrees that Client has read and agrees to the General Terms found at: iLttp..f/www.trizettoprov6di�i-,co i '1'rize,ttoln rcin:w ,1 •.°. 1,,mgal t)()cuni ntl-r r1 - 05232017_pdf and the business associate agreement located at littj).1 www L,i (-t . „.. t triz3ttolIitrarlet: In.,�liw, Tri:?'..., �, aI Doctlnme-ib BAA-0.`2' 20"17piffThe person signing below further represents that he/she is duly authorized to execute the Agreement on Client's behalf. Please sign below, keeping your signature within the box: Signature: iiat"�f�t,, "art Scan, fax, or mail this signed Purchase k Order to: P H 09 ZU 9. m mm .._ Name. -_ Attention TPS S.. ales --° TriZetto Provider Solutions, LLC Title: ."�'...�.- 3300 Rider Trail South .,. Earth City, MO 63045 _-- 1-800-969-3666 Date: Fax: 314-802-6822 physidansales cL)l,s art, w PO TRIZETTO CONFIDENTIAL/TRADE SECRET 20150408 form reviewed Page 3 of 4 T,t wMrm. „ tl. tilpvMxwMnu AUTOMATIC PAYMENT AUTHORIZATION E TriZetto Provider Solutions, LLC ("TriZetto") offers a free automated payment service ("Automatic Payment") through an automated clearinghouse ("ACH"). With Automatic Payment, Client's monthly invoices will be paid from Client's bank account. Client will continue to receive invoices but instead of writing a check, Automatic Payment deducts the invoiced amount from Client's bank account in order to pay the TriZetto invoiced amount. Client's bank statement will reflect these payments as separate transactions, so Client will have a payment record. There are no late fees or lost checks and Client's payments are made precisely on an agreed upon date. To activate Automatic Payment, complete the information below. For assistance with Automatic Payment, please call 800-969- 3666 and ask for Sales. is hereby authorized by Client to charge the following bank account and remit payments fname of financial institution) V monthly for Client's invoices to TriZetto Provider Solutions, LLC. - ACH account as follows: ❑ Monthly (payment to be taken out the 20th of each month) AND / OR ❑ One-time transaction for payment of Initial Set-up Fee as set forth on the Purchase Order upon receipt by TriZetto. Bank Account Owner Bank Account Number ABA/Routing Number CREDIT CARD • . I TriZetto accepts MasterCard, Visa, and American Express cards for payment of the Initial Setup Fee listed on the Purchase Order. To charge Client's credit card for the Initial Setup Fee, TriZetto requires the information below. TriZetto will charge Client's credit card within seven business days of TriZetto's receipt of this Authorization. _.� ................ Client Name: South Bend Fire Department Site No.: Name on Email: Credit Card: Telephone Fax: ............................................. Billing Address Ci Stat�Zi Visa / Exp. Date: CVV#/CVC#:(3 digits on back) _MasterCard #: AmericanE.._x p_ Date. _____------...._......_.- .....m......................... CID#:(4 digits on front) Express#: )................................ .............................. ... By signing below, I authorize TriZetto Provider Solutions to charge the credit card listed above for the Initial Setup Fee as set forth on the Purchase Order. To witness its understanding, the Client has caused its duly authorized representative to sign this Authorization form on its behalf. The individual signing below on behalf of Client personally represents that, to the best of his or her knowledge, he or she has been duly authorized to sign this Authorization form on the Client's behalf. Signature: Scan, fax, or mail this signed Authorization form to: SALES REP: Angie Rinderer Name: �- Attention TPS Sales 66 Title: , TriZetto Provider Solutions, LLC Fax: 314-802-682 3300 Rider Trail South Fax: 314-802-6822 Date: Earth City, MO 63045 form reviewd A �fC i'f.Al„ Y 4 bifeu�ewmeN�! II IIII .. Aan Pro,wtadeu, Sok,ilJomi.s ` BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("BAA") is between the "Client" identified on the "Order" ("Company") and TriZetto Provider Solutions, LLC ("TriZetto"). Company and TriZetto are each a "Party" and together the "Parties." Company is a Covered Entity or a Business Associate to one or more Covered Entities (see Section 1 for Definitions) and desires to disclose certain information to TriZetto, some of which may constitute Protected Health Information. TriZetto provides certain services to Company pursuant to one or more service agreements ("Services Agreement"). These services qualify TriZetto as a Business Associate or Subcontractor Business Associate to Company. The Parties are entering into this BAA to set forth the terms on which TriZetto may use and disclose Protected Health Information. The Parties agree as follows: 1. Definitions. Capitalized terms not otherwise defined in this BAA shall have the meanings as set forth in the HIPAA Rules. "HIPAA Rules" means collectively the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health ("HITECH") Act, and its implementing regulations set forth at 45 C.F.R. Parts 160 and 164, including the Privacy, Security, Breach Notification and Enforcement Rules. "Protected Health Information" and "PHI" have the same meaning as the term "protected health information" in 45 C.F.R. § 160.103, as applied to the information created or received by TriZetto from or on behalf of Company. "Security Incident" has the same meaning as "security incident" in 45 C.F.R. § 164.304, excluding immaterial or trivial incidents that occur on a daily basis, such as "scans," "pings," or an unsuccessful attempt to improperly access Electronic PHI that is stored in an information system under its control. 2. Obligations and Activities of TriZetto. 2.1. Uses and Disclosures of PHI'. TriZetto shall not use or disclose PHI other than as permitted or required by the Services Agreement or as required by law. 2.2. Safeguards. TriZetto shall use reasonable and appropriate safeguards in compliance with Subpart C of 45 C.F.R. Part 164 with respect to PHI in electronic format designed to prevent use or disclosure of PHI other than as provided for by this BAA. 2.3. Reporting of Improper Use or Disclosure, Breach or Security Incident. TriZetto shall report to Company in writing within 30 days after the Discovery any use or disclosure of PHI not provided for by this BAA, including any Security Incident or Breach of Unsecured PHI. Such notice shall include, to the extent known, the identification of each Individual whose PHI has been or is reasonably believed by TriZetto to have been accessed, acquired, or disclosed. TriZetto shall cooperate with Company in investigating a Breach or Security Incident so that Company may meet Company's obligations under the HIPAA Rules and any other breach notification law. TriZetto agrees TPS BAA 1 Posted/Revised: 05232017 TRIZETTO CONFIDENTIAL/TRADE SECRET to mitigate, to the extent reasonably practicable, any harmful effect that is known to TriZetto of a use or disclosure of PHI by TriZetto in violation of the requirements of this BAA. 2.4. Subcontractors. In accordance with 45 C.F.R. § 164.502(e)(1)(ii) and § 164.308(b)(2), TriZetto shall require that its subcontractors and agents that create, receive, maintain or transmit PHI agree to the same or no less stringent restrictions, conditions and requirements that apply to TriZetto with respect to such information. 2.5. Access to PHI. Within 15 days after receiving a written request from Company, TriZetto shall make available PHI in a Designated Record Set in accordance with the terms of the Services Agreement and 45 C.F.R. § 164.524. 2.6. Amendment to PHI. Within 15 days after receiving a written request from Company, TriZetto shall make available to Company PHI in a Designated Record Set for amendment or incorporate any amendments to PHI in accordance with the terms of the Services Agreement and 45 C.F.R. § 164.526. 2.7. Accounting for Disclosures. Within 30 days after receiving a written request, TriZetto shall make available to Company the information necessary for Company to respond to a request for an accounting of disclosures in accordance with 45 C.F.R. § 164.528. If it will take longer than 30 days to compile the information, TriZetto shall inform Company of the delay and the reason for the delay. 2.8. Company's Obligations. To the extent TriZetto is to carry out one or more of Company's obligations under Subpart E of 45 C.F.R. Part 164, TriZetto shall comply with the requirements of Subpart E that apply to Company in the performance of such obligations. 2.9. Governmental Access to Records. TriZetto shall make available its internal practices, books, and records relating to the use and disclosure of PHI to the Secretary for purposes of determining compliance with the HIPAA Rules. TriZetto's provision of any internal practices, books or records or cooperation with any audit shall not be deemed to waive any legal privilege to which TriZetto is entitled under the law. 2.10. Marketing and Sale of PHI. TriZetto shall not use or disclose PHI for marketing purposes unless expressly directed by Company, and in accordance with § 13406(a) of the HITECH Act and 45 C.F.R. § 164.508(a)(3). TriZetto shall comply with the prohibition on the sale of PHI in accordance with § 1340S(d) of the HITECH Act and 45 C.F.R. § 164.502(a)(5)(ii). 3. Permitted Uses and Disclosures by TriZetto. 3.1. Uses and Disclosures of PHI. Except as otherwise limited in this BAA, TriZetto may use or disclose PHI to perform functions, activities or services for, or on behalf of, Company as specified in the Services Agreement, provided that such use or disclosure would not violate the HIPAA Rules if done by Company. 3.2. Uses and Disclosures Required by Law. TriZetto may use or disclose PHI as required by law. TriZetto may disclose PHI to report violations of law to appropriate federal and state authorities consistent with 45 C.F.R. § 164.5020)(1). 3.3. Minimum Necessary. TriZetto shall limit its uses, disclosures and requests for PHI to the minimum necessary to achieve the specific purpose of the use, disclosure or request in compliance with the HIPAA Rules. TPS BAA 2 Posted/Revised: 05232017 TRIZETTO CONFIDENTIAL/TRADE SECRET 3.4. Permitted Uses of PHI. Except as otherwise limited in this BAA, TriZetto may use PHI for the proper management and administration of TriZetto or to carry out the legal responsibilities of TriZetto. 3.5. Permitted Disclosures of PHI. Except as otherwise limited in this BAA, TriZetto may disclose PHI for the proper management and administration of TriZetto or to carry out the legal responsibilities of TriZetto, provided that the disclosures are required by law or TriZetto obtains reasonable assurances from the person to whom the information is disclosed that it shall remain confidential and shall be used or further disclosed only as required by law or for the purpose for which it was disclosed to the person and the person agrees to notify TriZetto of any instances of which it is aware in which the confidentiality of the information has been breached. 3.6. Data Aggregation and De -identified Data. Except as otherwise limited in this BAA, TriZetto may use PHI to provide data aggregation services to Company as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B). TriZetto may use or disclose PHI for any purpose provided that such data has been de -identified in accordance with the standards set forth in 45 C.F.R. § 164.514(b) either by Company or by TriZetto on Company's behalf. 4. Provisions for Company to Inform TriZetto of Privacy Practices and Restrictions. 4.1. Notice Changes. Company shall notify TriZetto 15 days prior to the effective date of any limitations in the applicable Notice of Privacy Practices under 45 C.F.R. § 164.520 to the extent that such limitation may affect TriZetto's use or disclosure of PHI. 4.2. Changes in Authorization. Company shall notify TriZetto 15 days prior to the effective date of any changes in, or revocation of, authorizations to use or disclose PHI to the extent that such changes may affect TriZetto's use or disclosure of PHI. 4.3. Requests for Restrictions. Company shall notify TriZetto 15 days prior to the effective date of any restrictions on the use or disclosure of PHI that Company has agreed to or is required to abide by under 45 C.F.R. § 164.522, to the extent that such restriction may affect TriZetto's use or disclosure of PHI. 4.4. Permissible Requests by Company. Company shall not request TriZetto to use or disclose PHI in any manner that would not be permissible under the HIPAA Rules if done by Company, unless the requested use or disclosure by TriZetto is expressly permitted under this BAA. 4.5. Compliance with the HIPAA Rules. Company in performing its obligations and exercising its rights under the Services Agreement and this BAA shall use and disclose PHI in compliance with the applicable provisions of the HIPAA Rules. 4.6. Compliance with Other Laws. Company shall be responsible for obtaining any authorizations or patient permission necessary under applicable federal and state law to disclose PHI to TriZetto and for TriZetto to use the PHI for the purposes outlined in this BAA and the Services Agreement. S. Term and Termination. 5.1. Term. This BAA shall terminate when all of the PHI provided by Company to TriZetto, or created or received by TriZetto on behalf of Company, is destroyed or returned to Company or, if it is infeasible to return or destroy PHI, protections are extended to such information in accordance with Section S.4 Effect of Termination. TPS BAA 3 Posted/Revised: 05232017 TRIZETTO CONFIDENTIAL/TRADE SECRET 5.2. Termination by Company. Upon Company's knowledge of a material breach or violation of this BAA by TriZetto, Company may either: (i) provide an opportunity for TriZetto to cure the breach or end the violation within the time reasonably specified by Company, or (ii) immediately terminate this BAA and the Services Agreement if cure is not possible. 5.3. Termination by TriZetto. Upon TriZetto's knowledge of a material breach by Company of this BAA, TriZetto may either: (i) provide an opportunity for Company to cure the breach or end the violation within the time reasonably specified by TriZetto, or (ii) immediately terminate this BAA and the Services Agreement if cure is not possible. 5.4. Effect of Termination. Within 90 days after the termination of this BAA, TriZetto shall return to Company or destroy all PHI in its possession and retain no copies, if it is feasible to do so. Any PHI destroyed by TriZetto in accordance with this BAA shall, to the extent practicable, comply with guidance for the destruction of PHI issued by the Secretary from time to time. If return or destruction is infeasible, TriZetto shall extend all protections contained in this BAA to TriZetto's use or disclosure of any retained PHI, and shall limit any further uses or disclosures to those purposes that make the return or destruction of the PHI infeasible. The obligations of TriZetto under this Section 5.4 shall survive the termination of this BAA. 6. Miscellaneous. 6.1. Injunctive Relief. Notwithstanding any other provision of this BAA, Company retains its rights to seek injunctive relief to prevent or stop the unauthorized use or disclosure of PHI by TriZetto or any third party that received PHI from TriZetto. 6.2 Indemnification by TriZetto. If an unaffiliated third party brings a claim against Company or any of its officers, agents or employees because TriZetto or any of its officers, agents or employees used or disclosed PHI in violation of this BAA, then TriZetto shall defend the claim and shall pay all defense costs, any settlement amount negotiated by TriZetto, and all damages awarded by a court, or a government agency with appropriate authority, after all appeals have concluded. 6.3 Indemnification by Company. If an unaffiliated third party brings a claim against TriZetto or any of its officers, agents or employees because Company or any of its officers, agents or employees used or disclosed PHI in violation of this BAA, then Company shall defend the claim and shall pay all defense costs, any settlement amount negotiated by Company, and all damages awarded by a court, or a government agency with appropriate authority, after all appeals have concluded. 6.4 Regulatory References. A reference in this BAA to a section in the HIPAA Rules means the section as in effect or as amended. 6.5 Amendment. If the HIPAA Rules are amended in a manner that materially changes the obligations of Company or TriZetto under this BAA, or any of TriZetto's contractors or agents that are subject to the terms that flow from this BAA, the Parties agree to negotiate in good faith to amend this BAA, and if applicable the Services Agreement, to comply with the requirements of the HIPAA Rules and any applicable law. 6.6 Interpretation. Any ambiguity in this BAA shall be resolved in favor of a meaning that permits the Parties to comply with the HIPAA Rules. TPS BAA 4 Posted/Revised: 05232017 TRIZETTO CONFIDENTIAL/TRADE SECRET 6.7 No Third Party Beneficiaries. There are no intended third -party beneficiaries under this BAA other than each Party's successors or permitted assigns and other than those who are expressly intended to benefit from the indemnification obligations under Sections 6.2 and 6.3. 6.8 Governing Law. This BAA is governed by and shall be interpreted in accordance with the state laws that govern the Services Agreement. 6.9 Binding Agreement. This BAA binds the Parties and each of their respective successors and permitted assigns. 6.10 Entire Agreement. This BAA is the entire and only agreement between the Parties regarding its subject matter. This BAA supersedes and fully integrates all prior and contemporaneous discussions, understandings, and agreements between the Parties regarding its subject matter. To the extent that there is any inconsistency between this BAA and the Services Agreement, this BAA shall control. No amendment or additions to this BAA shall be binding unless in writing and signed by both Parties. TPS BAA 5 Posted/Revised: 05232017 TRIZETTO CONFIDENTIAL/TRADE SECRET GENERAL TERMS These general terms and conditions (the "General Terms"), by and between TriZetto Provider Solutions, LLC ("TriZetto") and the corporation, LLC, partnership, sole proprietorship or other business entity ("Client") identified on the purchase order incorporating these General Terms, signed by Client and accepted by TriZetto (the "Order"), govern TriZetto's provision of, and Client's use of, the Services. "Services" means the Subscription Services and/or the Professional Services. "Subscription Services" means TriZetto's online claims processing, revenue cycle management and analytics services comprised of proprietary software, tools, databases and related technology accessed remotely, via the cloud, as described on an Order. "Professional Services" means the professional services described on an Order or statement of work ("SoW"). 1. Agreement Framework. To access and use, or receive, the Services, Client must first execute an Order. An Order, together with these General Terms, constitute an agreement (the "Agreement"). All documents attached hereto or referenced herein, including the BAA (defined below), are incorporated into this Agreement. If Client is a service provider to a healthcare provider, and not a healthcare provider itself, Client is a "Service Provider" and agrees to be bound by the Service Provider Terms located at tbup=: "`wvv " 4 izett n `o i rx'(MV , °'Z; ^ . calr t ,1!!rr a, a) p/"1" i P qo I e „16 ,j a�ttlnl � :I�.l a r?r:R�t T1tIZMJ_7 psfff0 2. Services. Subject to the terms and conditions of the Agreement, TriZetto will provide Client the Services described on an Order. For Subscription Services, the parties agree to be bound by the Subscription Services Terms, located at [ riZ e t L a 11. r it tli ` � 'CC'1CArY T -Z'- � L "i4..Do. c inIItt hJ stibs��t� and for Professional Services, the parties agree to be bound by the Professional Services Terms, located at ktti,)d/W V11arJ.;nakl(1 G,,L�1C1,S _ Itl �I��Iltll�lAtl .� 111�.�,�:..R�3�(➢,tl!���D, �.R. k���,_�4kdMk.q�lCrb�S�i�9lD�f'�1Ch�l:. I services I tlm,.lmgns:f)52,34()1Zpff 3. Client Data. 3.1. Safeguards; HIPAA Rules. TriZetto will use reasonable and appropriate safeguards as described in the business associate agreement located at tli) 4wr:yi rovi kip tl°.tl"oinI rl tl l'tl�l tl', tlael�+n tttl,(ft°rf& to eg b I)gc1Lgg,,qt , BAA-Cl i2 .? 1.7-.V 1C (the "BAA"). Since this Agreement contemplates the exchange of Protected Health Information between the parties as contemplated by the HIPAA Rules (as defined in the BAA), the parties agree to be bound by the terms of the BAA. 3.2. Use of Client Data. TriZetto will process Client Data in accordance with this Agreement, the Order and/or applicable SoW and the BAA. "Client Data" means data that originates from Client and that Client (a) enters, inputs, stores or processes in the Services, or (b) provides to TriZetto to be processed or stored by TriZetto in connection with the performance of the Services, including all of the corrections and updates to the data. 3.3. Data Accuracy. Client is responsible for the completeness and accuracy of all Client Data submitted to TriZetto and TriZetto will have no responsibility or liability for the accuracy of data uploaded to the Services by Client, or otherwise provided to TriZetto for use with the Services. 3.4. Data Analytics. Client hires and authorizes TriZetto to extract Client Data from any existing database and to de -identify Client Data in accordance with the HIPAA Rules (as defined in the BAA) to create a de - identified data set and grants TriZetto a nonexclusive, worldwide, paid -up, royalty -free, perpetual and irrevocable right and license to create derivative works of such data set and to use, copy, process, analyze, execute, reproduce, display, perform, transfer, distribute, and sublicense such data set and such derivative works in any technology now existing or later developed. TriZetto shall own all products, solutions and services that it creates using such data sets, and all of the intellectual property rights embodied in and related to such products, solutions and services. Posted/Revised: 05232017 TRIZETTO CONFIDENTIAL/TRADE SECRET 4. Client Responsibilities. 4.1. Authorization. Client shall cooperate with TriZetto and shall execute and deliver such documents and take such other actions as TriZetto may reasonably request for the purposes of completing any electronic data interchange ("EDI") insurance plan enrollment and registration forms that may be required by a third party payer. If necessary to provide Services, Client authorizes TriZetto to receive EDI transactions from Client and such EDI transactions will be provided to TriZetto in a mutually acceptable form and manner. 4.2. Compliance with Laws. In its use of the Services, Client will comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information, Protected Health Information, Client Data, and laws applicable to the veracity and truthfulness of claims including but not limited to federal and state False Claims Acts. 4.3. Required Systems; Technical Information. Client is responsible for computer servers, software, workstations, printers, routers, modems and other related communications equipment used by Client to access the Services. TriZetto shall support secure file transfer protocol for website processing of claims. Client shall provide TriZetto with all technical data and all other information TriZetto may reasonably request from time to time to allow TriZetto to provide the Services. Information supplied by Client shall be complete, accurate, and given in good faith. 4.4. Independent Judgment; Medical Disclaimer. Client accepts responsibility for and acknowledges that Client will exercise independent judgment in its use of the Services and shall be solely responsible for such independent judgment. Client acknowledges that the Services are in no way intended to intervene in the rendering of healthcare services. The Services provided under the Agreement are not medical devices and are not intended to be used in the diagnosis or treatment of medical conditions. TriZetto and the Services are not providing medical or legal advice. S. Confidential Information. 5.1. The term "Confidential Information" means the business or technical information disclosed by a party (the "Discloser") to the other party (the "Recipient") that is identified as being confidential at the time of disclosure or disclosed under circumstances that would lead a reasonable person to believe such information is confidential. Confidential Information does not include Protected Health Information, and such information will be handled pursuant to the BAA. The terms of the Agreement and any user identification and password that affects Client's access to or use of the Subscription Services are also considered Confidential Information. Excluded from the definition of Confidential Information is information that: (a) is or becomes generally known or available to the public (unless due to a breach of the Agreement by Recipient); (b) was known by Recipient without restriction as to use or disclosure before receipt of the information from Discloser; (c) is acquired by Recipient from a third party who has the right to disclose it without restriction as to use or disclosure; or (d) is independently developed by Recipient without using any Confidential Information of Discloser or violating Discloser's intellectual property rights. 5.2. Use and Disclosure. The Recipient agrees that Confidential Information is proprietary to the Discloser and shall remain the sole property of the Discloser. Except as expressly permitted by this Article 5, Recipient shall (a) not disclose, except under a binding confidential disclosure agreement as restrictive as the confidentiality terms hereunder, Discloser's Confidential Information or use Discloser's Confidential Information, and then only in performance of this Agreement; (b) use the same level of care to prevent unauthorized disclosure or use of Discloser's Confidential Information as Recipient uses with its own similar information, but no less than a commercially -reasonable level of care; (c) use Confidential Information only for the purposes permitted in the Agreement; and (d) promptly notify Discloser upon discovery of any loss or unauthorized disclosure of the Discloser's Confidential Information. Notwithstanding the foregoing, the Recipient shall be allowed to disclose Confidential Information of the Discloser to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body. 5.3. Injunction. The parties agree that breach of this Article 5 would cause irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, a party will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security. 5.4. Termination and Return. With respect to each item of Confidential Information, the obligations of Section 5.2 above (Use and Disclosure) will survive for so long as Discloser's Confidential Information is retained; provided that such obligations related to Confidential Information constituting Discloser's trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination or expiration of the Agreement, Recipient shall return or destroy all originals and copies of Confidential Information. The obligation to return or destroy Confidential Information shall not apply to archival copies of Client Data that TriZetto creates in the performance of the Services if the copies are maintained at a secure TriZetto facility or the secure facility of a reputable third party data backup services provider, provided TriZetto does not access such Client Data for any unauthorized purpose. If requested by Discloser, Recipient shall certify that it has met its obligations under this Section 5.4. 6. Payment Terms. 6.1. Fees. Client agrees to pay TriZetto all charges specified in each Order, and, if applicable, any SoW or Change Order, charges for use in excess of authorizations, any customs or other duty, tax, levy or fee imposed by any authority resulting from Client's purchases under the Agreement, and any late payment fees. Pricing listed on an Order is valid only for the initial term of the Services and may be changed for any renewal term. 6.2. Invoicing. Except as provided on an Order, all invoices shall be due upon receipt and payable within fifteen (15) days of the invoice date without withholding, deduction or set-off of any amount for any reason. Any overdue invoices will bear interest at a rate equal to the lesser of (i) one and a half percent (1.5%) per month or (ii) the maximum rate allowed under applicable law, until the overdue invoice and accrued interest are fully paid. TriZetto may suspend or terminate the Services based on overdue invoices by providing thirty (30) days advance written notice, provided such overdue payment is not made within such thirty (30) day period. Client shall reimburse TriZetto for any expenses incurred by TriZetto in pursuing collection of overdue invoices. 7. Representations and Warranties. 7.1. From TriZetto. TriZetto represents and warrants to Client that it provides each Service using commercially reasonable care and skill in conformance in all material respects with the Agreement and any applicable SOW. If a Service task fails to conform to this warranty, TriZetto shall exercise commercially reasonable efforts at its expense to re -perform the task in compliance with the Services warranty described above. 7.2. From Client. Client represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and to use and disclose Client Data; (b) all claims and transactions submitted are accurate, complete and truthful representations of the services provided and comply with applicable Medicaid and Medicare program standards and federal and state False Claims Act requirements; and (c) it will obey all applicable laws, rules and regulations regarding use of the Services. 7.3. Warranty Disclaimers. Except to the extent set forth in Section 7.1 above, CLIENT ACCEPTS THE SERVICES "AS IS" AND AS AVAILABLE. And except as set forth in this Article 7, TRIZETTO PROVIDES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON - INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TRIZETTO DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL PERFORM WITHOUT INTERRUPTION OR ERROR. 8. Indemnification. 8.1. From TriZetto. TriZetto will defend and indemnify Client and Client's Associates (as defined below in Section 8.3) against any "Indemnified Claim," meaning any unaffiliated third party claim, suit, or proceeding arising out of, related to, or alleging infringement of any patent, copyright, trade secret, or other intellectual property right by the Subscription Services. TriZetto's obligations set forth in this Section 8.1 do not apply to the extent that an Indemnified Claim arises out of: (a) Client's breach of this Agreement; (b) third party software; (c) Client's failure to incorporate updates or upgrades that would have avoided the alleged infringement, provided TriZetto offered such updates or upgrades without charges not otherwise required pursuant to this Agreement; (d) TriZetto's modifications made in compliance with specifications provided by Client, including without limitation deliverables to the extent created based on such specifications; (e) any deliverable, if the SoW or a disclosure provided at or before delivery states that such deliverable incorporates third party software or other assets; or (0 use of the Subscription Services in combination with hardware or software not provided by TriZetto. 8.2. From Client. Client will indemnify and defend TriZetto and TriZetto's Associates (as defined below in Section 8.3) against any "Indemnified Claim," meaning any unaffiliated third party claim, suit, or proceeding arising out of or related to Client's alleged or actual use of, misuse of, or failure to use the Services, including without limitation: (a) claims by Client's customers or employees; (b) claims related to the submission of false, misleading or fraudulent enrollment forms and/or claims for payment or reimbursement related to a healthcare transaction; and (c) violations of law. 8.3. Litigation and Additional Terms. The obligations of the indemnifying party ("Indemnitor") pursuant to Section 8.1 or 8.2 above: (a) include retention and payment of attorneys and payment of court costs, as well as settlement at Indemnitor's expense and payment of judgments; and (b) will be excused to the extent that the indemnified party's or any of such indemnified party's Associates' failure to provide prompt notice of the Indemnified Claim or reasonably cooperate materially prejudices the defense. Indemnitor will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided the indemnified party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (A party's "Associates" are its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.) 9. Limitation of Liability. 9.1. Exclusion of Consequential Damages. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATION UNDER ARTICLE 8, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. 9.2. Dollar Cap. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATION UNDER ARTICLE 8, PAYMENT OBLIGATIONS UNDER ARTICLE 6, CLAIMS BY EITHER PARTY AGAINST THE OTHER PARTY FOR INFRINGEMENT OR MISAPPROPRIATION OF THE CLAIMING PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR CLAIMS FOR BREACH OF ARTICLE S (CONFIDENTIAL INFORMATION), NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED AN AMOUNT EQUAL TO THE FEES PAID OR PAYABLE BY CLIENT TO TRIZETTO DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. 9.3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 9 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) TO OBLIGATIONS UNDER THE BAA; (d) EVEN IF TRIZETTO IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CLIENT'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of this Article 9, TriZetto's liability will be limited to the maximum extent permissible. 10. Term and Termination. 10.1. Term. The term of this Agreement will commence on the Effective Date of the first Order and continue until the expiration or termination of all Orders or SoWs, unless terminated earlier as provided herein. The term, including renewal term(s), for a Service is described on an Order. Except as provided on an Order, terms for a Service renew automatically unless either party notifies the other of its intent not to renew thirty (30) or more days before any renewal date, and such renewal terms for a Service may be terminated without cause by 4 providing written notice, effective thirty (30) days after the date of notice. 10.2. Termination for Cause. Either party may terminate this Agreement for the other's material breach by written notice, effective in thirty (30) days unless the other party first cures such breach. Without limiting TriZetto's other rights and remedies, TriZetto may suspend or terminate a Client's access to the Subscription Services at any time, without advanced notice, if TriZetto reasonably concludes Client has violated the acceptable use policy or the other requirements of this Agreement in a way that subjects TriZetto to potential liability. 10.3. Effects of Termination. Upon termination of this Agreement, all Orders and SOWs terminate, Client shall cease all use of the Services and delete, destroy, or return all copies of TriZetto Confidential Information in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Client to pay fees incurred before termination; (b) Articles and Sections 5 (Confidential Information), 7.3 (Warranty Disclaimers), 8 (Indemnification), 9 (Limitation of Liability), 11 (Feedback), 12 (Dispute Resolution) and 13 (Miscellaneous); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose. 11. Feedback. TriZetto does not agree to treat as confidential any Feedback (as defined below) that Client or its authorized users provide to TriZetto, and nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict TriZetto's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Client or an authorized user in question. Client hereby grants TriZetto a perpetual, irrevocable right and license to exploit Feedback in any and every way. "Feedback" means any suggestion or idea for improving or otherwise modifying any of TriZetto's products or services. 12. Dispute Resolution. Subject to each party's right to seek injunctive or equitable relief for any default under the Agreement, in the event of any dispute or cause of action that arises under the Agreement ("Dispute"), the parties shall follow the procedures in this Article 12. Either party shall notify the other party in writing of the Dispute ("Dispute Notice"). Within ten (10) business days after receiving a Dispute Notice, each party's designated representatives shall meet (in person, telephonically, or by video conference) and shall attemptto negotiate a resolution within ten (10) business days. If the representatives are unable to resolve the Dispute within such period, or any additional extension of time that is mutually agreed upon in writing, such Dispute shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Any actions taken under this Article 12 shall remain confidential and be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and any comparable state provision. 13. Miscellaneous. 13.1. Relationship of the Parties. The parties are independent contractors. The Agreement does not establish any relationship of partnership, joint venture, or agency between the parties. Personnel of each party and their affiliates shall not be deemed employees or agents of the other party. Except as provided otherwise in the Agreement, neither Party has the power to bind the other or to incur obligations on behalf of the other. 13.2. Notices. Each party's address for receiving notices is set forth on the Order. Either party may change its address for notice by notifying the other party in writing of the new address. Notices are effective (a) on the date of actual delivery if the notice is delivered personally by a party, if the notice is delivered by a nationally recognized delivery service that can confirm the date of delivery, or if the delivery is made by the U.S. Postal Service as certified or registered mail and the return receipt confirms the date of delivery; or (b) when the receiving party confirms receipt if the notice is delivered electronically by facsimile or e-mail. 13.3. Subcontractors. TriZetto may subcontract the performance of all or any part of a Service to a subcontractor or an affiliate of TriZetto, provided TriZetto shall remain liable to Client for the performance of such Services. Client is not a party to TriZetto's subcontractor agreements. TriZetto shall include provisions in its subcontractor agreements sufficient to protect Client Data and Client's Confidential Information in a manner consistent with the terms of the Agreement. 13.4. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party's reasonable control. 13.5. Assignment and Successors. Client may not assign this Agreement or any of its rights or obligations hereunder without TriZetto's express written consent. Any attempted assignment without this consent is void. Except to the extent forbidden in this Section 13.5, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns. 13.6. Validity. If any court or arbitrator finds a provision of the Agreement invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, the other provisions of the Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be revised by the arbitrator or court to render the provision legal and enforceable and consistent with the original intention of the parties. 13.7. Publicity. Either party may publicly disclose the existence of the Agreement and accurately describe the parties' relationship under it, provided the terms of the Agreement are not disclosed. Client may use TriZetto's primary corporate logo on its website to identify TriZetto as a solution provider and TriZetto may use Client's primary corporate logo on its website and in its marketing materials to identify Client as a customer. Each party's use of the other's logo shall be subject to any usage guidelines provided by the owner of the logo and to any review requested by the owner of the logo. This right to use the other party's logo may be withdrawn at any time with reasonable notice from the party that owns the logo. 13.8. Governing Law. This Agreement will be governed solely by the internal laws of the State of New York, including without limitation applicable federal law, without reference to any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties' rights or duties. 13.9. Precedence. In the event of any conflict among the attachments to this Agreement and these General Terms, the following order of precedence will govern, with lower numbers governing over higher ones: (1) Business Associate Agreement; (2) an Order; (3) these General Terms; (4) the Subscription Services Terms; (5) the Professional Services Terms; (6) any SoW, with more recent Statements of Work taking precedence over prior ones; and (7) any other attachments. No Order, SoW or other attachment incorporated into this Agreement will be construed to amend these General Terms or any earlier attachment unless it specifically states its intent to do so and cites the section or sections amended. 13.10. Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship. 13.11. Export. The parties acknowledge that certain software and technical data exchanged under the Agreement may be subject to import or export controls under the laws of the United States and other countries. Each party shall refrain from importing, exporting or re-exporting any such items, any direct product of such items, or any technical data, in violation of applicable import or export control laws. Client warrants and covenants to TriZetto that it is not and shall not become a person to whom TriZetto is prohibited from providing products and services under law. 13.12. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications. 13.13. Amendment. This Agreement may not be amended except through a written agreement by authorized representatives of each party. Based on 2500 0aims Per month '30000 f Denials Workflow��� BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 4/1 /19 Department Fire BPW Date 4/9/19......................._.a� .��.... —.m..m.._� Phone 9.2.5.5......_ Name Todd Skwarcan„ A/C Services qN iW/NNPJ:Nf9�i�1�MMilM'ITT'H�Gl6H✓iY✓�flIMDdWNr"/eld�iii'fY�V�IWIIIWiI�IiWIiIWWWWWWWWV�WV�IPW11f1N4Ad/,'NNli/L9�9VYAWRPoNNAPoggY�MNINGLL9 a3E9'E4�/V4WIi o Legal Z Attorney Name Elliot Anderson, Clara McDaniels o CU -0 o m Controller El U) Purchasing Check the A A reement Claim Bid Opening Quote Opening Chq Order No. _ Ease./Encroach. Other: Controller review is required for all Contracts $5,000.00 or more and greater than one year in length per the City Purchasing Policy Michael Schmidt g Submissions on �� Contrlacm Type Required Propoisal........�._.�.�..� Addendum Bid Award Quote Award C/O & PCA No Traffic Control Ise uired Information Company or Vendor Name I TriZetto Provider Solutions Rea. to Advertise PCA Resolution Title Sheet New Vendor Yes El No El If Yes, Approved by Purchasing m. m................................mm...... MBE/WBE Contractor _0 __ MBE WBE Protect Name mm .... �.. ... ........ _ ....... ..m,_ .... 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