EMPLOYEE HEALTH CENTER SERVICE AGREEMENTEmployee Health Center Service Agreement
THIS EMPLOYEE HEALTH CENTER SERVICE AGREEMENT ( "Agreement ") is made and
entered into as of the 2nd day of September, 2013 ( "Execution Date ") but effective as of
October 1, 2013 ( "Effective Date ") by and between CareATC, an Oklahoma company
( "CATC ") and City of Clearwater ( "Clearwater "). Together CATC and Clearwater may be
referred to as "the Parties."
WHEREAS, CATC is a vendor that provides Employee Health Center services to employers for
the benefit of employees and others deemed eligible by the employer (collectively
"Participants ") for the purpose of treating minor illnesses; conducting health assessments,
physicals, and screenings; providing vaccinations, acute and injury care, and laboratory services;
and dispensing certain medications.
WHEREAS, Clearwater is an employer that would like to contract for the provision of certain
Employee Health Center services to Clearwater's employees and other eligible Participants.
WHEREAS, the Plan Administrator is an individual(s) that oversees the administration of
Clearwater's medical benefits plan ( "Plan "). The Plan is a separate entity, distinct from
Clearwater. The Plan Administrator determines questions of eligibility for the Plan and .
interprets the terms of the Plan.
NOW, THEREFORE, and in consideration of the promises and mutual covenants contained
herein, the parties hereby agree as follows:
1. Scope of Work
a. CATC will administer a medical Employee Health Center located, operated and
implemented as described in Exhibit A to this agreement ( "Employee Health Center ").
The Employee Health Center may be staffed with any or all of the following: physicians,
nurse practitioners, nurses, licensed practical nurses, registered nurses; physician
assistants, and medical assistants (collectively "Health Professionals ").
The Employee Health Center will be available to those Participants that are designated as
eligible to have access to the Employee Health Center by the Plan Administrator and /or.
Clearwater and who are communicated to CATC by the Plan Administrator and /or.
Clearwater as being eligible: Participants will not be required by CATC to use the
Employee Health Center or any service provided by CATC; provided, however, CATC
reserves the right to deny services to any Participant for reasonable cause and with prior
written notification to Clearwater.
b. Covered Services are those services performed at the Employee Health Center by Health
Professionals and are limited to the services listed below. The services listed below are
collectively referred to throughout this Agreement as "Covered Services."
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(i)
Health assessments for eligible Participants who elect to utilize the Employee
Health Center. Such assessments will be comprised of (a) blood draws and data
collection for each Participant conducted by qualified and licensed personnel either
at an agreed upon location or at the Employee Health Center; (b) standard
laboratory work; (c) a hard copy individually printed report mailed to each
Participant's home address; (d) aggregate reports of findings to Clearwater.
(ii) Aggregate Participant population analyses to improve chronic disease and
medication management.
(iii) Primary medical care to include, but not limited to:
(1.) Minor acute illness evaluation and available treatment for minor illnesses such
as coughs, earaches, fevers, headaches, and sinus infections.
(2.) Chronic illness evaluation, which includes evaluating, diagnosing, treating
and managing typical chronic illnesses that are handled at the Employee
Health Center, such as blood sugar, blood pressure, cholesterol, BMI and
tobacco cessation.
Minor medical procedures that are within the Health Professionals' scope and
abilities and that can be performed at the Employee Health Center, with .
available equipment, and during operating hours.
(iv.) Pharmaceuticals, as agreed upon by CATC and Clearwater, will be available to treat .
common illnesses, including, but not limited to:
(3.)
Infections
Hypertension
Hyperlipidemia
Diabetes
Infectious Disease (including antibiotics)
Gastro esophageal /reflux disease
Asthma
Chronic lung disease
No controlled substances will be stocked.
(v.) A program to provide Health Professionals Seminars and Roundtables to improve
skills in meeting Employee Health Center goals.
(vi.) Necessary laboratory work to support the services listed above, including, but not
limited to blood draws.
c. CATC will furnish Physicians and other Health Professionals to provide Covered
Services, and will advise Clearwater whether a physician candidate is board - certified or
board - eligible. CATC will consult with Clearwater regarding Clearwater preferences for
board - certified physicians.
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d. CATC may furnish temporary physicians to perform Covered Services and will notify
Clearwater as soon as possible thereafter. Temporary coverage shall be considered a
period not to exceed ninety (90) days. CATC may replace an existing physician on a
permanent basis to perform Covered Services following notification to Clearwater and
with Clearwater written approval.
e. The parties may not expand the scope of work in accordance with this contract unless
both parties have agreed in writing.
2. Fees
Clearwater agrees to pay CATC in accordance with the fee schedule explained in Exhibit B
to this agreement. Such fees will include amounts (as invoiced to CATC) for supplies,
equipment, construction, services, and personnel. If any tax, fee, or assessment is payable
with respect to any good or service provided by CATC under this Agreement (other than a
tax on CATC's income), Clearwater will pay such tax or fee in addition to the other fees
described in this Agreement.
3. Rate Increases
The Rates set forth in Exhibit B shall remain in effect for the initial term of this Agreement.
Rates, except where expressly implied in this Agreement, may only be changed upon the
mutual agreement of the Parties during and/or following the expiration of the initial term.
4. Term and Termination
The term of this Agreement shall be three (3) years from the Effective Date ( "Initial Term ").
This Agreement will automatically renew for consecutive one (1) -year terms beginning after
the expiration of the Initial Term and each year thereafter, provided neither Party terminates
the Agreement in accordance with the terms below.
Either Party may terminate this Agreement by providing to the other Party as designated in.
the Notice Section of this Agreement written notice no less than one hundred twenty (120)
days prior to the proposed date of termination.
5. CATC's Responsibilities
a. Obtain or be in possession of all licenses and permits necessary to provide all services
under this Agreement.
b. Purchase the supplies and equipment listed in Exhibit C for the operation of the
Employee Health Center. CATC will ensure that a regular inventory of all supplies is
conducted. CATC's Employee Health Center Employees shall notify CATC when
supplies need to be reordered and CATC will reorder new supplies. CATC will provide
Clearwater with the receipt for supplies on request. CATC will use reasonable efforts to
purchase such equipment and supplies at the commercially reasonable cost for such types
of purchases.
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c. Arrange for lab services, including courier pick -up. CATC will pay for all labs
performed and will invoice Clearwater according to Exhibit B. CATC will provide
Clearwater with the receipt for lab services on request.
d. Arrange for the pickup and disposal of medical waste at Clearwater expense.
e. Provide to Clearwater and/or the Plan Administrator the reports described below at a
frequency as agreed upon by the parties, but not less than each calendar quarter. Any
reports containing participant information will be de- identified before being provided to
Clearwater and /or the Plan Administrator.
Reports generated from eClinicalWorks, the electronic medical records system.
Reports available for established reporting periods include but are not limited to,
chronic disease management, Employee Health Center utilization, and aggregate
health trends. Report data to be provided to Clearwater shall include, but not be
limited to, (a) the number of Participants, (b) the number of unique Participants for
whom Employee Health Center services are provided, (c) the percentage of
available Employee Health Center appointment time attended and not attended, and
(d) an aggregate summary indicating the types of conditions, treatments, and
services provided.
(ii.) Medication usage report from Dispensing Solutions, Inc.
(iii.) Patient satisfaction reports.
f. Provide Participants who participate in the PHA program with a hard copy of their
individual printed Personal Health Assessment report through mail to each Participant's
home address, and have electronic individual reports accessible via the CareATC secure
Internet Partner portal. These reports will not be available to Clearwater and /or Plan
Administrator unless the Participant signs a HIPAA Authorization for CATC to provide
Clearwater and /or Plan Administrator access.
g.
Contract with "Health Professional(s)" to provide services to Clearwater at the Employee
Health Center. Clearwater shall have the opportunity upon request to CATC to interview
any initial, replacement, or temporary Health Professional identified by CATC and .
determine if the Health Professional will be acceptable to Clearwater. Clearwater shall
also have the right to require CATC to remove a Health Professional in accordance with .
the terms of this Agreement.
Health Professional will be subject to the following terms per his/her agreement with
CATC:
(i) Will have the right to determine his /her own means and methods of providing
Covered Services within acceptable levels established through the oversight and
quality control functions performed by CATC's Medical Directors.
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(ii.) Will give due consideration when making referrals for additional medical care
outside the scope of the Employee Health Center Covered Services to health
providers identified by Clearwater as "in network" for purposes of a health plan.
Physicians may make other referrals based on patient preferences, concerns about
quality or availability, lack of coverage, or other reasonable bases.
(iii) Will not bill or otherwise solicit payment from Participants, their dependents,
Clearwater, or Clearwater insurers or benefit plans, for the Covered Services
provided by the Health Professionals in the Employee Health Centers. Exception to
this clause will be for CATC clients who elect the Health Savings Account Option
( "HSA ").
(iv) Will be required to comply with applicable laws and regulations with respect to the
Covered Services.
(v.) Will be required to provide Covered Services in a professional manner consistent
with Medical Services provided in the community.
h. Require that any physician performing services at the Employee Health Center maintain
the following:
(i) A license to practice medicine in the State where services are to be rendered
without limitation, restriction or suspension;
(ii) The absence of any involuntary restriction placed on his/her federal Drug
Enforcement Agency ( "DEA ") registration;
(iii) Good standing with his/her profession and state professional association; and
(iv) The absence of any conviction of a felony.
i. CATC will provide for and be responsible for the cost of all computer systems software
and licensing, and will further provide for all administration and computer systems
support of any software used exclusively by CATC in operating the Employee Health
Center.
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CATC and the Employee Health Center will not discriminate with regards to access to
Employee Health Center services on the basis of race, color, creed, national origin,
disability, gender, religion, pregnancy, status as an active or former— member of the
military, sexual orientation or any other basis on which any applicable law, rule or
regulation prohibits discrimination.
6. Clearwater Responsibilities
a. Clearwater will provide for a Employee Health Center in accordance with the
specifications listed in Exhibit D. Clearwater will also ensure the Employee Health
Center meets the minimum technical specifications listed in Exhibit E.
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b. Clearwater agrees to execute a Business Associate Agreement to be incorporated as a part
of this Agreement and included as Exhibit I. The Business Associate Agreement will
ensure compliance with HIPPA regulations and /or plan requirements.
c. Clearwater and/or the Plan Administrator shall create a list of eligibility requirements for
use of the Employee Health Center and shall provide CATC with a list of eligible
Participants (Eligibility List) and their social security numbers. Eligible Participants will
not be added or permitted to obtain Employee Health Center services until the social
security number has been provided.
Should Clearwater choose not to provide Participant's social security number as the
Participant's unique identifier, then Clearwater agrees to work with CATC IT
department in order to meet CATC requirements for a unique identifier that is acceptable
for use with CATC systems.
Clearwater shall be responsible for submitting the Eligibility List on no less than a
monthly basis and no later than the 5th day of each month. Eligibility Lists submitted by
Clearwater shall meet specification requirements provided by CATC. CATC shall
provide Clearwater reasonable notice of any necessary changes to the specifications.
d. Clearwater and /or the Plan Administrator will not discriminate with regards to eligibility
on the basis of race, color, creed, national origin, disability, gender, religion, pregnancy,
status as an active or former- member of the military, sexual orientation or any other basis
on which any applicable law, rule or regulation prohibits discrimination.
e. Clearwater and /or the Plan Administrator shall communicate the availability of the
Employee Health Center, the hours and location of the Employee Health Center, and the
services that the Employee Health Center provides to all eligible Participants.
f. Clearwater and/or the Plan Administrator shall be responsible for determining the extent .
and means by which the Employee Health Center and the provision of Covered Services
are to be integrated with the Clearwater Plan. The Plan Administrator and /or Clearwater
is responsible for amending the terms of the Plan, as necessary; amending any employee
handbook or other statement of corporate policies, as necessary; and/or establishing a
separate medical plan, in order to ensure compliance all applicable laws.
g.
Clearwater and /or the Plan Administrator shall communicate to CATC and all.
Participants any changes to and /or the creation of any benefit plans and/or corporate
policies resulting from the execution of this Agreement that may materially affect the
operation of the Employee Health Center or Participant's access to Employee Health
Center services.
h. Clearwater will maintain all corporate authority, licenses and permits as required to
perform its obligations in accordance with this Agreement and/or maintain the
operational soundness of each Employee Health Center.
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i. Clearwater will provide the following items and services for the operation of any on -site
Employee Health Center: electricity; heat and cooling; ventilation; hot and cold running
water; lighting and bulb replacement; structural and cosmetic repairs to the facilities;
regular trash and janitorial service, as- needed janitorial service during Employee Health
Center hours; security; access; telephone, separate fax, and high -speed Internet service.
Medical Waste Services will be provided by CATC; however, the services will be
provided at the expense of Clearwater.
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Clearwater acknowledges and will support CATC's policies (a) to require patients to
leave weapons outside of the examination room area in accordance with applicable law or
unless the patient is required as part of their job to carry a weapon, and (b) to prohibit
smoking in or near the Employee Health Center. If patient(s) are required to carry a
weapon as part of their job, CATC will provide at Clearwater's expense locked storage in
each examination room to be utilized for the duration of time that the patient is being
treated.
7. Removal of Health Professionals
a. Clearwater may submit to CATC a written request to remove any Health Professional,
together with a reason for such request, not less than thirty (30) days prior to the date by
which Health Professional should be removed, unless written request falls under the
provisions for "Cause for Immediate Removal" in Section 7, c. below.
b. CATC will have a reasonable period of time (not less than ten (10) days after Clearwater
request) to investigate the situation. If, after the investigation of the matter of concern,
Clearwater or CATC desire that the Health Professional be replaced, CATC shall
immediately commence actions to recruit another Health Professional to provide services
at the Employee Health Center. Clearwater at its discretion may authorize CATC to
provide a temporary replacement during the interim period of recruiting and hiring such
Health Professional.
c. "Cause for Immediate Removal"
(i) Failure of Health Professional to possess or maintain appropriate credentials.
(ii) Failure of Health Professional to qualify for required insurance coverage.
(iii) Unacceptable quality of service; it is determined in good faith that Health
Professional is negligent or does not meet expected standards as determined by
CATC or Clearwater in the performance of health care services.
(iv) Endangerment by the Health Professional of the health, life or safety of any patient,
co- worker or other person.
8. Insurance and Liability
Prior to execution of Employee Health Center, the Parties will furnish documentation .
verifying they have obtained the required insurance in accordance with Exhibit F of this
Agreement. Annually, upon the anniversary date(s) of the insurance policy renewal date(s),
CATC will furnish Clearwater with Certificate(s) of Insurance evidencing the coverage set:
forth, and Clearwater will furnish CATC with a letter evidencing self - insurance and excess
coverage se5t forth.
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Both Parties agree to provide thirty (30) days written notice of any cancellation, non - renewal,
termination, material change, or reduction in such coverage.
Either Party may request verification of the certificates or copies of the insurance policies of
the other Party at any time and, within fifteen (15) days after a Party's request, the other
Party will furnish the requested documentation verifying that it possesses the required
insurance.
9. Taxes
If Clearwater, or certain Clearwater purchases, are exempt from a payment of certain sales
taxes, Clearwater agrees to pay all taxes passed through as invoiced by CATC and shall be
responsible for obtaining any credit due from the applicable sales tax authority.
10. Indemnification
a. Each Party (the "Indemnifying Party ") agrees, to the extent permitted by law, to
indemnify, defend and hold the other Party, its staff, directors, trustees, Partners, limited
Partners, officers, agents, affiliates, contractors, employees, successors and assigns
harmless from and against any and all claims, judgments and liabilities (including
reasonable attorney's fees and expenses incurred in the defense thereof) relating to all
losses arising out of (a) the breach of any term or condition of this agreement; and/or (b)
the services performed or under (or related to) this agreement and/or (c) the negligent
and/or willful acts or omissions of the Indemnifying Party.
b. The provisions of this Section shall survive the termination of this Agreement.
11. Breach
If a Party commits a breach of this Agreement, the non - breaching Party may provide written
notice of the breach to the breaching Party. Upon such notice, the breaching Party must be
provided an opportunity to cure such breach within thirty (30) days. If the breaching Party
fails to fully cure its breach within such thirty (30) -day period, the non - breaching Party may
terminate this Agreement for cause, immediately upon written notice.
12. Non - Solicitation
During the term of this Agreement, Clearwater will not indirectly or directly hire or retain,
as a full -time or part-time employee, or on an independent contractor or consultant basis, any
Health Professional that performs Covered Services during the term of this Agreement at the
Employee Health Center, or otherwise directly or indirectly solicit or encourage any such
Health Professional to discontinue performing services for CATC (whether as an employee
or independent contractor or consultant). The foregoing obligations will not apply, however,
if CATC consents otherwise in writing.
CATC will not prohibit a Health Professional from being directly or indirectly hired or
retained by Clearwater, as a full -time or part- employee or on an independent contractor or
consultant basis, following the term or termination of this Agreement, in the event that (1;)
the Agreement is terminated by CATC for reason other than breach on the part of Clearwater
as provided for in this Agreement, and /or (2) CATC elects to not retain the Health
Professional as an employee of CATC.
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13. Data Encryption
Clearwater will implement appropriate computer and data encryption and security measures
to secure all information furnished between Clearwater and CATC. Clearwater will
immediately notify CATC of any suspected or confirmed loss, copying or disclosure of
Protected Health Information ( "PHI ") as that term is defined by 45 C.F.R. §160.103 and to
include electronic PHI that has been furnished (or intended to be furnished) to or by CATC.
The Parties will provide timely cooperation to each other in (a) providing any required
notices to patients, Participants, or others relating to a suspected or actual loss or disclosure
of PHI, consumer credit information, or other information for a possible loss or disclosure
triggering a legal obligation to provide notices, and in (b) attempting to mitigate such a loss
or the effects of such a loss.
14. Records & Privacy
a. Medical Records and PHI
(i)
Medical records shall be maintained by CATC and/or the Employee Health Center
with respect to all of the Participants who are patients. Health Professionals will
maintain such medical records consistent with the accepted practice of the community
in which the Health Professionals provide Covered Services, and in accordance with
HIPAA privacy standards.
(ii) Unless specifically directed by the patient, all patient records will be accessible only
to the Health Professionals providing medical services at the Employee Health Center
for diagnostic and educational purposes.
(iii) PHI information will be maintained in a professional manner consistent with HIPAA
privacy standards. Patients will be notified by CATC or the Employee Health Center
of the Privacy Practices as outlined in Exhibit G. Exhibit G may be modified from .
time to time and patients will be provided with the updated requirements.
(iv) Patients will be provided by CATC or the Employee Health Center with notice of
Patient Rights as outlined in Exhibit H. Exhibit H may be modified from time to time
and patients will be provided with the updated requirements.
(v) All patient records, and all PHI data and information maintained in connection with
this Agreement, will be the sole property of CATC and Health Professionals
contracted to provide services. All PHI, and all other data, information, documents or
other information of any type relating to patients covered under this agreement, or
services provided to such patients, will be the sole and exclusive property of CATC.
(vi) Clearwater and CATC agree that all PHI and medical information and records will be
subject to HIPAA and other privacy rules. Clearwater will not be entitled to have
access to any PHI or medical records or information maintained by Health
Professionals, except for "de- identified" and aggregated group information provided
as part of the Covered Services.
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(vii) Notwithstanding the above terms, Clearwater will have access to records pertaining to
work - related injuries reimbursable by Clearwater, to the limited extent permitted by
Worker's Compensation laws.
(viii) Anything herein to the contrary notwithstanding, CATC will maintain all PHI as
confidential and will not disclose such health information to any third party or use
such health information for commercial advantage or personal gain, except as
permitted by HIPAA and CATC's HIPAA Notice of Privacy Practices. All
obligations to maintain confidentiality of health information will survive termination
of this Agreement indefinitely. Clearwater acknowledges receipt of CATC's Notice
of Privacy Practices provided in Exhibit G and Patient's Rights per Exhibit H. CATC
has the right to modify both the Notice of Privacy Practices and Patient's Rights upon
written notice to Clearwater.
b. Public Records
In addition to all other contract requirements as provided by law, CATC agrees to comply
with public records law specifically to:
(i) Keep and maintain public records that ordinarily and necessarily would be required
by Clearwater in order to perform the service being provided by CATC hereunder.
(ii) Provide the public with access to public records on the same terms and conditions that
Clearwater would provide the records and at a cost that does not exceed the cost
provided for in Chapter 119, Florida Statutes, as may be amended from time to time,
or as otherwise provided by law.
(iii) Ensure that the public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
(iv) Meet all requirements for retaining public records and transfer to Clearwater, at no
cost, all public records in possession of CATC upon termination of the contract and
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. All records stored electronically must be
provided to Clearwater in a format that is compatible with the information technology
systems of Clearwater.
CATC hereby acknowledges and agrees that if CATC does not comply with a public
records request, Clearwater shall have the right to enforce the contract provisions in
accordance with this contract.
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15. Proprietary Information
a. "Proprietary Information" includes, among other information, all information that is not
subject to public records disclosure as it pertains to CATC's business, employees,
contractors, professionals, finances, contracts, strategies, marketing, legal claims, billing
and collection practices, insurance, patients, medical practices, company policies,
wellness initiatives or savings, information systems, data collections, costs or charges,
statistics, information regarding Employee Health Center(s), staffing models, delivery
systems, and /or other information that CATC identifies as such and wishes to remain
confidential. Information that is made known to the general public is not Proprietary
Information; however, all information not considered subject to public records disclosure
in accordance with applicable law, furnished or exchanged under this Agreement and
identified as such by CATC is to be considered Proprietary Information.
b. Except as expressly set forth herein, CATC will, at all times, exclusively own all right,
title and interest in and to the following materials (collectively, "CATC Materials "): (a)
any marketing collateral supplied by CATC hereunder; and (b) logos, trademarks, trade
names and service marks. During the term of this Agreement, CATC hereby grants to
Clearwater a non - exclusive, non - transferable, royalty -free, revocable right and license to
use, market, promote and display the CATC Materials in connection with the services
performed by CATC hereunder. Except for those rights expressly granted herein,
Clearwater shall not grant, nor claim any right, title or interest in the CATC Materials.
Similarly, except as expressly set forth herein, Clearwater shall, at all times, exclusively
own all right, title and interest in and to any marketing collateral supplied by Clearwater
hereunder; and Clearwater logos, trademarks, trade names and service marks.
c. Each Party acknowledges that, during the term of this Agreement, it (the "Receiving
Party ") may receive or be exposed to information that the other Party (the "Disclosing
Party ") considers to be confidential or proprietary in nature. Each Party agrees that,
except as contemplated in fulfilling its obligations hereunder, it will not, during the term
of this Agreement and for a period of five (5) years thereafter, use directly or indirectly,
for its own account or for the account of any other person, or disclose to any other person
any confidential or proprietary information identified as such by the other Party or any
affiliate of the other Party, including, but not limited to, supplier and customer lists,
pricing and cost information, business plans and objectives, purchasing and marketing
know -how, and methods and techniques in any form whatsoever. Each Party shall take
such precautions with respect to the confidential and proprietary information of the other
Party as it normally takes with respect to its own confidential and proprietary
information, but in no event will it exercise less than ordinary care with respect to such
information. In the event of a conflict between the terms of this Agreement and terms of
any separate confidentiality or non - disclosure agreement between the Parties, the
provisions of this Agreement shall control.
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d. Notwithstanding anything to the contrary contained in this section, in the event the
Receiving Party is required to disclose any confidential or proprietary information of the
Disclosing Party pursuant to a court order or decree or in compliance with the rules and
regulations of a governmental agency or in compliance with any law, the Receiving Party
shall provide the Disclosing Party with prompt notice of such required disclosure so that
the Disclosing Party may seek an appropriate protective order and/or waive the Receiving
Party's obligation to comply with the provisions of this section.
e. Upon the written request of the Disclosing Party, the Receiving Party shall transfer all
written records of the Disclosing Party's confidential or proprietary information to the
Disclosing Party or, at the Disclosing Party's election, in lieu of the transfer of such
written records to the Disclosing Party, the Receiving Party shall destroy all such
information of the Disclosing Party in the possession of the Receiving Party where
permitted by law. Upon the request of the Disclosing Party, the Receiving Party will
promptly certify in writing to the destruction of such written confidential or proprietary
information.
f. No document or information, authored by CATC, will ever be deemed a "Work for Hire"
for Clearwater. No information, idea, concept or report, developed or created by CATC,
will be Clearwater property. Clearwater agrees that CATC is and will be the author and
owner of intellectual property (such as patentable ideas, copyrightable materials, trade
secrets, or other ideas) conceived, developed or prepared by CATC, alone or with others,
within the scope of any of CATC's contractual relationships with Clearwater. Clearwater
will not receive any licensing or royalty rights, or rights to use copy or adapt any such
intellectual property. CATC may register and hold in its own name all such intellectual
property rights.
16. Marketing
Under no circumstances will either party advertise, disclose, market, or publicize the
Partnership between CATC and Clearwater or the existence of this Agreement in a manner
inconsistent with State of Florida or any other public records law without the prior written
consent of the other party.
17. Warranties
a. This Agreement is solely for the provision of Covered Services at the Employee Health
Center or other location as agreed upon by the Parties and its existence does not establish
any wellness program, corporate policy, separate benefit plan or amendment of any
benefit plan, program, or policy offered or required by Clearwater.
b. This Agreement does not create any obligations of CATC or Health Professionals to
administer any services not contemplated by the Scope of Work discussed in Section 1 of
this Agreement. Covered Services are strictly limited to the services listed in Section lb
of this Agreement except as otherwise agreed upon by the Parties in writing.
c. CATC is not acting in a fiduciary capacity and is not a fiduciary of any health, medical or
benefits plan offered by Clearwater.
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d. CATC is not responsible for eligibility determinations for Employee Health Center
services. CATC shall solely rely on the eligibility information provided by the Plan
Administrator and/or Clearwater in allowing access to Employee Health Center services.
CATC will not accept any appeals or claims for benefit or eligibility determinations.
CATC will not be liable for any errors or omissions in eligibility information provided to
it by the Plan Administrator and/or Clearwater.
e. CATC is not a law firm and does not purport to give Clearwater any sort of legal, tax, or
fiduciary advice or guidance with respect to: Clearwater and /or the Plan Administrator's
responsibilities under this Agreement; amending any health, medical, or benefits plan
offered by Clearwater; formation of a wellness program or separate medical plan;
obligations of Clearwater and /or the Plan Administrator under local, state and federal
law.
18. Independent Contractors
It is expressly understood and agreed that CATC and Clearwater shall at all times during the
term of this Agreement act as independent contractors, and neither Party shall have any
authority to bind the other Party. Neither Party is intended to be an employee or employer of
nor joint venturer with the other Party, and except as otherwise specifically contemplated
herein, neither Party shall function as an agent of the other Party. Each Party hereto shall be
responsible for its own activities and those of its employees and agents.
Further, nothing contained herein shall be construed to create a Partnership, association or
other affiliation between CATC and Clearwater. In no event shall either Party be liable for
the debts or obligations of the other except as otherwise specifically provided in this
Agreement.
No provision of this agreement shall be deemed to create a relationship between the Parties
of employer and employee, principal and agent, or any relationship other than that of the
independent Parties contracted with each other on a non - exclusive basis.
Each Party's employees and contracted professionals will be the employees and professionals
only of that Party and not of the other Party. A Party will have the exclusive authority to
hire, fire, compensate, assign duties to, and direct its employees. Each Party will be solely
responsible to pay any applicable compensation or severance to its employees. Each Party
will have the sole obligation to withhold and pay all taxes, unemployment compensation,
Social Security, Medicare, and other legally- required or authorized withholdings or
payments, to or with respects to its employees. Each Party will be solely responsible for the
actions or inactions of its employees.
19. Notices
All notices, consents, demands, and waivers described in this Agreement must in writing and
will be deemed delivered when the first of the following occurs:
a. When delivered personally to a Party's Chief Executive Officer, Chief Operating Officer,
or Representative at the address listed below;
CareATC, Inc.,
and Partner Page 13 of 42
b. On the first attempted delivery by the U.S. Postal Service on a weekday that is not federal
holiday, if mailed by Certified Mail, Return Receipt Requested, postage prepaid to the
address listed below.
If to CATC:
CareATC
4500 South 129th East Avenue
Suite 191
Tulsa, OK 74134
20. Waiver
If to Clearwater:
City of Clearwater
Human Resources Department
100 South Myrtle Avenue
Clearwater, FL 33756
Either Party may waive any of the terms or conditions of this Agreement at any time
provided such waiver is in writing and signed by the Party granting the waiver. No such .
waiver will affect or impair the waiving Party's right to require the performance either of that
term or condition as it applies on a subsequent occasion, or any other term or condition of
this Agreement. A Party's failure to object, delay in requiring performance, or other action .
or inaction, will not be deemed a waiver of any term or condition of this Agreement or
consent to a breach.
21. Force Majeure
CATC will not have any obligations to provide, or liability for failure to provide, any good or
service under this Agreement for any cause beyond CATC's reasonable control including,
without limitation, any Act of God, fire, flood, hurricane, environmental contamination,
disruption in utilities, act or order of Clearwater or other governmental entity, act of
terrorism, war, vandalism or other public disruption, destruction of records, disruption of
communications or transportation, labor difficulties, shortages of or inability to obtain labor,
material or equipment, or unusually severe weather, or any other cause beyond CATC's
reasonable control. In any such case, the Parties agree to negotiate in good faith with the
goal of preserving this Agreement and the respective rights and obligations of the Parties
hereunder, to the extent reasonably practicable.
22. No Third Party Beneficiaries
No Participant, and no other person or entity, is an intended third party beneficiary of this
Agreement.
23. Assignment
Neither Party shall have the right to assign or transfer its obligations under this Agreement,
voluntarily or by operation of law, without first obtaining the written consent of the other
Party, and any attempted assignment or transfer in the absence of such consent shall be void
and of no effect.
CareATC, Inc.,
and Partner Page 14 of 42
24. Succession
Subject to the other terms of this Agreement, this Agreement will inure to the benefit of, and
be binding on, each Party's permitted successors and assigns.
25. Captions
All Section captions are for reference only and will not be considered in interpreting this
Agreement.
26. Severability
If any provision of this Agreement should be invalid or unenforceable, the remainder of the
Agreement will continue in full force and effect as if the invalid or unenforceable portion had
never been written, and the remainder of this Agreement will continue to be effective, valid
and enforceable.
27. Appropriations Clause
The City, as an entity of government, is subject to the appropriation of funds by its legislative
body in the amount sufficient to allow continuation of its performance in accordance with the
terms and conditions of this contract for each and every fiscal year following the fiscal year
in which this contract shall remain in effect. Upon notice that sufficient funds are not
available in the subsequent fiscal years, the City shall therefore be released of all terms and
other conditions.
28. Further Actions
Each of the Parties agrees to execute and deliver such further instruments and actions as may
be reasonably required or useful to carry out the intent and purpose of this Agreement and as
are not inconsistent with the terms hereof. In addition, the Parties agree to cooperate with
one another in the fulfillment of their respective obligations under this Agreement.
29. Local, State, and Federal Laws
Neither Party shall take any action, in furtherance of this Agreement, which is illegal under
any federal, state, county and local rules, including without limitation, all statutes, laws,
ordinances, regulations and codes (hereinafter "Laws "). Both Parties shall comply with all
applicable Laws. Should either Party be found to have violated any Laws in furtherance of
this agreement, it shall not be entitled to any costs or compensation.
30. Governing Law
This Agreement and all transactions and any other agreements which may be entered into
between the Signatory Parties at all times whether during the Term or subsequent to
termination of the Term shall be construed and governed by the laws of the State of Florida
without consideration of or giving effect to any choice of law provision or rule thereof.
CareATC, Inc.,
and Partner Page 15 of 42
31. Amendments
This Agreement may be amended only in writing signed by each of the parties. The only
persons who have the authority to amend this Agreement on behalf of CATC are its Chief
Executive Officer and President.
32. Entire Agreement
This document is intended by the parties as the final and binding expression of their
agreement and is a complete and exclusive statement of the terms thereof and supersedes all
prior negotiations, representations, and agreements. Moreover, no representations,
understandings, or agreements have been made or relied upon in the making of this
Agreement other than those specifically set forth herein.
IN WITNESS WHEREOF, the Parties have signed this On -Site Employee Health Center Service
Agreement, and have initialed the Appendices, on the 7 day of ehi 6_J, , 20 13 .
CATC:
CARE ATC, I
By:
Title: � E O ,
soiAr-
Countersigned:
eOr‘e Cr- Atl*os
George N. Cretekos
Mayor
By:
Approved as to form: Attest:
Leslie K. Dougall s
Assistant City Attorney
CareATC, Inc., and Partner
CITY OF CLEARWATER, FLORIDA
W fam B. Horne II
City Manager
Rosemarie Call
City Clerk
Page 16 of 42
EXHIBIT A
EMPLOYEE HEALTH CENTER
LOCATIONS, SCHEDULE AND IMPLEMENTATION
Type of Employee Health Center: On -Site
Name: City of Clearwater Employee Health Center
Address: 401 Corbett Street, Ste. 240
City, State, Zip: Clearwater, Florida 33756
Schedule: 7:00 a.m. — 5:00 p.m., Monday through Friday, Holidays excluded
Observed Holidays:
New Years Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, Day After Thanksgiving,
Christmas Eve, Christmas Day
CareATC, Inc., I and Partner Page 17 of 42
EXHIBIT B
CATC AND EMPLOYEE HEALTH CENTER FEES
1. Clearwater agrees if Employee Health Center is an on -site facility to pay for all initial setup
expenses, including but not limited to equipment, supplies, pharmaceutical, and initial
inventory.
2. CATC shall invoice Clearwater for the cost of all service related expenses on a monthly
basis. In addition, CATC may submit interim invoices for purchases, with prior approval
from Clearwater, of equipment or supplies exceeding $20,000 in cost.
3. Clearwater will pay all fees described in this Exhibit in accordance with the Florida Prompt
Payment Act. If Clearwater disagrees with any CATC invoice, Clearwater shall pay all
undisputed invoiced amounts, notify CATC of the disputed amount and the reasons for which
it is disputed, and CATC will segregate such disputed amounts from undisputed amounts
until the matter is resolved.
4. Fees Payable by Clearwater:
a. CATC Administration Fee: $25,275 per month
The Monthly Fee shall cover the following:
CATC Corporate Support
Chief Medical Officer
Facilities Management
Contract Administration
IT Support
Materials \Purchasing Team
Patient Access Call Center
Reporting - Weekly, Monthly, Quarterly, and Annual
Quality Management and Credentialing RN
Employee Health Center Operations Manager
Accounting
Chief Operating Officer
Human Resources
Implementation Team
Marketing Team
Partnership Relations Manager
Physician & Staffing Recruiter
b. Payment for Equipment and Supplies: Clearwater agrees to pay CATC for equipment
and supplies on a pass - through basis. CATC agrees to purchase the equipment and
supplies, using reasonable efforts to secure bulk discounts in pricing. CATC will invoice
Clearwater for CATC's actual cost to purchase the equipment and supplies.
c. Payment for disposal of medical waste. CATC agrees to use reasonable efforts to secure
competitive pricing and to invoice Clearwater for the actual cost of the service.
CareATC, Inc., and Partner Page 18 of 42
d. Payment for Pharmaceutical Drugs, Laboratory Testing, Licenses and Permits. CATC
agrees to purchase the supplies and services, using reasonable efforts to secure bulk
discounts in pricing, and to invoice Clearwater for CATC's actual cost to purchase the
supplies and services.
e. Electronic Medical Records (EMR) Expenses:
(i) Monthly maintenance fee: $250.00
(ii) Monthly license fee: 2.5 physicians @ $173.00 ea. = $432.50
(iii) Fax Line Gateway Service Fee: $40.00 per month (includes 500 faxes or 1,000
pages, whichever is reached first, plus $.04 per page for any overage)
(iv) EMR training to be provided to Employee Health Center staff, and invoiced by
CATC to Clearwater on a pass -thru basis.
(v) Travel costs as approved by Clearwater for Employee Health Center staff to attend
EMR Training
f. Payment for Health Professionals:
(i) Doctor:
2 full -time salaried at a rate not to exceed $19,500 per month
1 part-time salaried at a rate not to exceed $9,750 per month
In addition to the above salaried amounts, the doctors will be paid at the equivalent
hourly rate of pay for any hours that they work in the place of another Employee
Health Center doctor who is absent.
(ii) Licensed Practical Nurse:
1 full -time hourly at a rate not to exceed $21.00 per hour
(iii) Medical Assistant:
3 full -time hourly at a rate not to exceed $18.00 per hour
(iv) In addition to salary, the following employee benefit costs will be invoiced by
CATC and passed through to Clearwater monthly: Social Security taxes, Medicare
taxes, Federal and State Unemployment taxes, Workers Compensation, and health
insurance. Short Term disability will be invoiced separately by CATC and passed
through to Clearwater as incurred at a rate of $350.00 per week.
(v.) All hourly staff will be paid overtime at the rate of one and one -half times the
hourly rate for all hours worked in excess of 40 hours per week.
(vi.) If staff is hired and execution date is not met, Clearwater will be responsible for
payroll effective the hire date of staff.
CareATC, Inc., and Partner Page 19 of 42
g.
(vii) If staff is absent for Paid Time Off (PTO), or in the temporary absence of staff
when agreed upon by the Parties, Clearwater will pay the following rates for
substitute staffing:
• Physician: $140.00 per hour
• Licensed Practical Nurse: $95.00
• Medical Assistant: $25.00
• Mileage for travel by substitute staff will be invoiced by CATC in accordance
with the Business Mileage Rate established by the Internal Revenue Service
and will be paid by Clearwater as a passed through cost.
(viii) Pay rates may not exceed the amounts indicated above except upon the prior mutual
agreement of the parties.
Personal Health Assessments (PHA) for each participating adult at $70.00 per Participant
one time per year or as otherwise authorized by Clearwater, and a dedicated PHA Team
to provide PHA related services as agreed upon by the Parties.
Includes hardcopy PHA Booklet and online access to CATC website for Participant.
(i) Travel Costs for annual PHA event: Clearwater agrees to pay CATC for all Travel
Costs for CATC staff as approved by Clearwater on a pass - through basis to provide
onsite PHA related services.
(ii) Travel costs shall include car rental, airfare, baggage fees, hotel (double occupancy,
per diem per PHA team member per current IRS per diem rates at time of travel,
gas, parking, tolls, mileage at IRS Business Mileage Rate.
(iii) Whenever possible, CATC shall coordinate team travel for Clearwater Personal
Health Assessments to be performed at the same time as other CATC clients in the
area. If PHA services are provided to Clearwater in conjunction with other area
clients, CATC shall invoice Clearwater only for a prorated share of travel expenses.
The prorated amount for airfare shall be divided equally between Clearwater and .
other area clients. All other travel expenses will be prorated based on the actual
number of days Personal Health Assessments are provided for each area client.
CareATC, Inc., and Partner Page 20 of 42
EXHIBIT C
TYPICAL EMPLOYEE HEALTH CENTER EQUIPMENT AND SUPPLIES
Equipment and supplies that are commonly needed to provide Covered Services are described in
this Exhibit. Other equipment and supplies may be required by the Physician to deliver Covered
Services in accordance with the Agreement. Clearwater agrees to pay for such equipment and
supplies as invoiced by CareATC. The prescription formulary may be modified at any time by
the Parties' mutual agreement.
A list of such medications, equipment and supplies that may be provided include, but are not
limited to, the following:
Medications/In j ectables
ACYCLOVIR 200MG CAP
ACYCLOVIR 400MG TAB
ALBUTEROL .083% SOL
ADACEL TDAP VACCINE
AMLODIPINE 5MG, 10MG
AMOXICILLIN 250MG SUSP, 500MG CAPS,
250MG CHEW
ASPIRIN 81MG CHW TAB
AZITHROMYCIN TABS 250MG
BUPROPION ER 150MG
CARVEDILOL 12.5MG TABS
CEFTRIAXONE 1GM
CEPHALEXIN 500MG CAPS
CIPROFLOXACIN 500MG
CYANOCOBALAMIN 1000MCG
CYCLOBENZAPRINE 10MG
DEBROX DRP
DEXAMETH 4MG /ML
DIPHENHYD 25MG, 50MG
DOXYCYCLINE 100MG
EPINEPHRINE
FEXOFENADINE 180MG
FISH OIL 1000MG CAP
FLUTICASONE
FLUOXETINE 20MG CAP
FLUCONAZOLE 150MG
GEMFIBRIZOL 600MG TAB
GLIPIZIDE 5MG TAB, 10MG
HYDROCHLORATRIAZIDE 25MG
IBUPROFEN 800MG TABS
KENALOG 40MG
KETOROLAC 60MG
LEVOTHYROXINE 50MCG, 100MCG, 150MCG
LIDOCAINE 1%
LISINOPRIL 10MG, 20MG, 40MG TAB
LOSARTAN 50MG, 100MG TAB
LOVASTATIN 40MG TAB
MARCAINE .5%
MELOXICAM 7.5MG TAB
METFORMIN 500MG, 1000MG TABS
METRONIDAZOLE 500 MG TABS
MUPIROCIN 2%
NAPROXEN 500MG TABS
NEOMYC /POLY /HC OTIC SOL 10ML
NITROSTAT .4MG TABS
OFLOXACIN .3%
OMEPRAZOLE 20MG CAPS
ONDANSETRON ODT 8 MG
PAROXENTINE 20MG TABS
PREDNISONE 10MG TABS
PROMETHAZINE 25MG
PROPARACAINE EYE DRP .5%
RAMIPRIL 5MG, 10MG CAPS
SERTRALINE 50MG, 100MG
SILVER NITRATE
SILVER SULFADIAZ 1%
SIMVASTATIN 20MG, 40MG TABS
SULFACETAMIDE 10%
SULFAMETH/TRI800/ 160MG
TRIPLE ANTIOINMENT
VENTOLIN HFA 90MCG
CareATC, Inc., and Partner Page 21 of 42.
Testing Supplies
Aplisol, Glucose strips, Multi Stix, Occult Blood Test, Pregnancy HCG Tests, Strep A Signfy.
Medical Supplies
Isopropyl alcohol, applicators, bandages, basinemisis, betadine solution, paper cutters, cold
packs, cotton balls, gauze, exam gloves, exam gowns, histofreezer, hydrogen peroxide, IV set,
laceration tray, lancet, mediwash eye wash, adult mouthpiece, needles, pillow with vinyl cover,
prescription pads, probe covers, swabsticks, sanitizer, scalpels, scissors, sharps collectors,
sodium chloride, specula kleen, sponge gauze, suture removal tray, syringe, table paper, clear
tape, facial tissue, adult tongue blade, embossed towels, vials.
Medical Equipment
Blood pressure unit, exam table with stirrups and storage, paper holder, Snellen eye chart,
diagnostic set halogen macro, glucometer elite system, Taylor percussion hammer, unlabeled
sundry jars, exam light with floor stand, full range peak flow meter, scale, stethoscope,
Thermopro (ear thermometer).
Office Furniture and Equipment
CATC recommends two (2) drawer lockable file cabinet, chairs, computer desk, Dymo label
writer, lockable storage cabinet, printer, fax, copier, refrigerator, trash cans.
Final selection will be determined on completion and approval of site plan by Clearwater
Office Supplies
Hole punch, clipboards, copy paper, file folders and labels, file guide (A -Z), highlighters, pens,
sanitizing wipes, paper clips, post -it notes, scissors, stapler, staples, staple remover, tape, tape
dispenser, and trash bags.
CareATC, Inc., and Partner Page 22 of 42
EXHIBIT D
MINIMUM CRITERIA FOR EMPLOYEE HEALTH CENTER FACILITIES
The Employee Health Center facilities must satisfy the following minimum criteria:
1. Exclusive use for the Employee Health Center.
2. Non - smoking.
3. Weapon free except in accordance with applicable law or in the case the patient(s) is required
to carry a weapon as part of their job. Weapons will be required to be stored in a locked
storage in the exam room during the full time patient is being treated.
4. OSHA and Medical Facilities Standards: Comply with federal regulations.
5. ADA compliant.
6. Soundproofed walls, floors, ceilings, to the extent possible.
7. Solid doors.
8. Privacy windows (or no windows).
9. Floor coverings: non - porous flooring that can be disinfected and cleaned on a daily basis for
all exam, lab, and working portions of the Employee Health Center. VCT tiling is
recommended.
10. Walls: Full height, opaque, with semi -gloss paint or similar covering that may be readily
wiped down without removing color.
11. Ventilation: The ventilation system will be separate from any smoking or industrial
ventilation.
12. Access: Such that the Employee Health Center may be locked securely and separately from .
the main facility.
13. Signage: Clearwater will allow CATC to affix CATC's standard sign by the entry.
14. The following size and design minimum criteria:
a. Examination/Treatment Rooms: Two (2) per on -duty physician; minimum one hundred
twenty (120) square feet each. Each room will have two (2) electrical outlets, hot and
cold running water, Internet and phone cabling, and a secure lockable storage cabinet
approved by CATC.
b. Health Professional Office: one (1); minimum seventy -five (75) square feet.
c. Reception: minimum eighty (80) square feet.
CareATC, Inc.,
and Partner Page 23 of 42
d. Storage: minimum forty (40) square feet of general storage and supply storage, with
shelves.
e. Rest Rooms: one (1), unisex; internal location within the Employee Health Center space.
f. Sufficient parking for Health Professionals and Patients: minimum two (2) spaces that
satisfy ADA criteria and that are located within the appropriate distance of the front door.
g. Laboratory: Will have two (2) electrical outlets, hot and cold running water, and secure
lockable cabinetry approved by CATC.
CareATC, Inc.,
and Partner Page 24 of 42
EXHIBIT E
EMPLOYEE HEALTH CENTER MINIMUM TECHNICAL SPECIFICATIONS
1. Communication Requirements
Wired for high -speed Internet, wire -based telephone, wire -based fax, and other
communications. If Clearwater provides PBX, router, or other services, Clearwater will
provide all modems, telephone handsets, and other systems that may be needed to use or
interface with the communication system. The Employee Health Center's phone, fax, and
internet communications must not be susceptible to eavesdropping, access, recording,
copying or retrieval by Clearwater or Clearwater contractors or Affiliates. The
communication system must satisfy the following minimum criteria:
a. Phone
(i) one (1) main line
(ii) one (1) second line accessed by rotary hunt
b. Fax
(i) one (1) dedicated fax line
c. Internet
(i) 5mbps Downstream or better
(ii) 2mbps Upstream or better
(iii)Static IP Address
2. PC Requirements
a. Processor — 2GHZ or better
b. Ram — 2GB or better
c. CD -Rom Drive
d. At Least 4 USB ports
e. Keyboard and Optical Mouse
f. 2007 or later Microsoft Office (Word, Excel, PowerPoint)
g. PDF reading software (Adobe, Foxit, etc.)
h. Major Antivirus Software
i. Windows 7 Pro or later Windows Professional based operating system
3. Monitor Requirements
a. Flat Panel
b. 17" or larger
CareATC, Inc., and Partner Page 25 of 42
4. Printer and Scanner Requirements
a. Must have dual tray Laser B &W all -in -one printer (scanner, fax, copier) that supports
PCL5 or higher, or one single tray all -in -one printer and another regular B &W printer
(extra printer /tray is for prescription medication label paper).
b. Must have a scanner that supports Twain v1.2 Compatible drivers. Recommended
Models: Fujitsu fi- 6130/z or fi- 6230/z, Panasonic KVS10xxx, Xerox document 152.
c. Dymo 400 label writer printer.
5. Networking and Devices
a. Business class SPI firewall with IPsec VPN support. Recommended: Sonicwall TZ100.
b. Employee Health Center must be built out with CAT5e or better network drops in areas
where networked devices are necessary.
c. Optional business class Wireless N access point. Recommended: Ubiquiti Unifi AP Pro.
d. Employee Health Center network must be segmented from other networks and behind its
own firewall in order to comply with HIPAA guidelines.
e. Please contact Dustin Fry, CareATC Systems Administrator with any questions at 918-
779 -7450
6. Any hardware, software, and communications /data network or systems requirements not
specifically articulated in this Agreement shall be added only upon the prior mutual
agreement of both parties.
CareATC, Inc., and Partner Page 26 of 42
EXHIBIT F
INSURANCE AND LIABILITY
1. CATC: CATC agrees to obtain and maintain the following types and amounts of insurance
on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence
basis, then such coverage may be obtained on a claims -made basis with a minimum three (3)
year "tail" following the termination or expiration of this Agreement:
a. General Liability - $1,000,000.00 / $3,000,000.00 of Comprehensive General Liability
insurance including independent contractors, contractual liability, personal liability, and
broad -form property damage endorsements, naming Clearwater an Additional Insured on
all coverages.
b. Automobile, Non -Owned Automobile and Hired Auto Liability - $1,000,000.00
combined single limit for any owned, non - owned, hired or borrowed automobile, naming
Clearwater as an Additional Insured.
c. Worker's Compensation — Statutory in accordance with the laws of the State of Florida,
and Employer's Liability Insurance in the minimum amount of $100,000 each employee
each accident, $100,000 each employee by disease, and $500,000 aggregate by disease
with benefits afforded under the laws of the State of Florida. Coverage must be
applicable to employees, contractors, subcontractors, and volunteers, if any.
d. Professional Liability - $1,000,000.00 per occurrence and $3,000,000.00 in the aggregate
with an insurance company on behalf of any Health Professionals employed at the
Employee Health Center. Physician shall acquire and maintain personal professional
liability insurance and shall notify CATC of any issues which might provide reason for,
or require, alteration or termination of such insurance coverage.
e. Property — If CATC is using its own property or the property of Clearwater in connection
with the performance of its obligations under this Agreement, then Property Insurance on
an "All Risks" basis with replacement cost coverage for property and equipment in the
care, custody, and control of others is required.
Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of
the insurance policy's renewal date(s), CATC will furnish Clearwater with Certificate(s) of
Insurance evidencing the coverages set forth above. CATC shall provide thirty (30) days
written notice to Clearwater of any cancellation, non - renewal, termination, material change,
or reduction in such coverage.
The stipulated limits of coverage above shall not be construed as a limitation of any potential
liability to Clearwater, and failure to request evidence of such insurance shall not be
construed as a waiver of CATC's obligation to provide for the insurance coverage specified.
2. Clearwater. Clearwater agrees to obtain and maintain the following types of insurance:
a. General Liability - $1,000,000.00 / $3,000,000.00 of Comprehensive General Liability
insurance including premises, independent contractors, contractual liability, personal
injury, and broad form property damage endorsements.
% d
CareATC, Inc.,
Y
and Partner Page 27 of 42
b. Automobile, Non -Owned Automobile, and Hired Auto Liability - $1,000,000 combined
single limit for any owned, non - owned, hired or borrowed automobile.
c. Worker's Compensation — Statutory in accordance with the laws of the State of Florida,
and Employer's Liability Insurance in the minimum amount of $100,000 each employee
each accident, $100,000 each employee by disease, and $500,000 aggregate by disease
with benefits afforded under the laws of the State of Florida. Coverage must be
applicable to employees, contractors, subcontractors, and volunteers, if any.
Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of
the insurance policy's renewal date(s), Clearwater will furnish CATC with a letter
evidencing Clearwater's self - insured and excess coverages set forth above. Clearwater shall
provide thirty (30) days written notice of any cancellation, non - renewal, termination, material
change, or reduction in such coverage.
The stipulated limits of coverage above shall not be construed as a limitation of any potential
liability to CATC, and failure to request evidence of such insurance shall not be construed as
a waiver of Clearwater's obligation to provide the insurance coverage specified.
CareATC, Inc., and Partner Page 28 of 42
EXHIBIT G
NOTICE OF PRIVACY PRACTICES
FOR PROTECTED HEALTH INFORMATION
This Notice describes how information about you may be used and disclosed and how you
can gain access to this information. Please review it carefully.
Care ATC is committed to protecting the confidentiality and security of our records containing
information about you. Typically, this record may contain your symptoms, examination and test
results, diagnoses, treatment, a plan for your future care or treatment, and/or prescription - filling
and billing - related information. Such records are necessary for the healthcare provider to
provide you with quality care and to comply with certain leal requirements. This notice applies
to all records of your care created or received by Care ATC®.
1. Care ATC® may use and disclose protected health information for treatment, payment and
health care operations. Treatment examples include, but are not limited to, requested
preschool, life insurance or sports physicals; referral to nursing homes or foster care homes;
disease management companies; information obtained by a pharmacist to dispense your
prescriptions; home health agencies; and /or referral to other providers for treatment.
Payment examples include, but are not limited to, collection agencies and insurance
companies for claims including coordination of benefits with other insurers, and for
prescription benefits. Health care operations examples include, but are not limited to,
internal quality control and assurance, including auditing of clinic and pharmacy records, and
government and licensure audits.
2. Care ATC® is permitted or required to use or disclose protected health information without
the individual's written authorization in certain circumstances. These examples include, but
are not limited to, public health requirements, Food and Drug Administration (FDA), medical
examiners, coroners, funeral directors, and/or court orders.
3. Care ATC® provides services through business associates contracts, for which we may
disclose protected health information about you so that they may perform the job that we
have asked them to do. We require the business associate to appropriately safeguard your
protected health information through a Business Associate Agreement with Care ATC ®.
Examples include utilization review organizations, case managers, software vendors, some
insurers, and drug wholesalers.
4. Care ATC® may release protected health information about you for worker's compensation
or similar programs.
5. Care ATC® may release health information about you to a correctional institution or a law
enforcement official if you are an inmate of a correctional institution or under the custody of
a law enforcement official. This release would be necessary (1) for the institution to provide
you with health care; (2) to protect your health and safety or the health and safety of others;
or (3) for the safety and security of the correctional institution.
CareATC, Inc., and Partner Page 29 of 42
6. Care ATC® may at times contact the patient to provide appointment and pharmacy refill
reminders, information regarding treatment alternatives, and/or other health - related benefits
and services that may be of interest to the individual patient.
7. Care ATC® may release protected health information about you to a friend or family member
to the extent necessary to help with your health care or with payment for your health care.
Individuals requesting information on a patient, other than themselves, will be required to
provide authorization from the patient in advance in order for Care ATC® to release the
information. You may request a form to list specific people who we may speak to regarding
your medical or pharmacy information. In addition, we may disclose protected health
information about you to an entity assisting in a disaster relief effort so that your family can
be notified about your condition, status and location.
8. Care ATC® will not make any other use or disclosure of a patient's protected health
information without the individual's written authorization. Such authorization may be
revoked at any time. Revocation must be in writing.
9. Care ATC® will abide by the terms of this notice or the notice currently in effect at the time
of the disclosure.
10. Care ATC® reserves the right to change the terms of this notice and to make the revised or
changed notice effective for health information we already have about you as well as any
information we receive in the future. Care ATC® will make available a copy of any revisions
to the Notice of Privacy Practices.
11. Any person/patient may file a complaint to Care ATC or to the Department of Health and
Human Services, Office of Civil Rights, if they believe their privacy rights have been.
violated. To file a complaint with Care ATC® please contact the Privacy Officer at the
following address: Care ATC® 4500 S. 129th E. Ave., Suite 191 Tulsa, OK 74134. A
complaint may also be filed by calling 800 - 993 -8244. All complaints will be addressed and .
the results will be reported to the patient and the appropriate Care ATC® personnel.
12. It is the policy of Care ATC® that no retaliatory action will be made against any individual .
who submits or conveys a complaint of suspected or actual non - compliance of the privacy
standards.
13. For further information about his notice you may contact Care ATC® Privacy Officer at 800-
993 -8244.
CareATC, Inc.,
and Partner Page 30 of 42
EXHIBIT H
Patients have been granted individual rights under the HIPAA Legislation.
These include the following:
1. You have the right to inspect and/or request a copy of your protected health information that
may be used to make decisions about your care. To inspect and /or request a copy of your
protected health information, you must submit your request in writing to the Care ATC®
Privacy Officer. If you request a copy of the information, we may charge a fee for the costs
of copying (including labor), mailing or other supplies associated with your request. We may
deny your request to inspect and/or copy in certain very limited circumstances. If you are
denied access to protected health information, you may request that the denial be reviewed.
2. If you feel that protected health information we have about you is incorrect or incomplete,
you may ask us to amend the information. You have the right to request an amendment for
as long as the information is maintained by Care ATC ®. To request an amendment, your
request must be made in writing and submitted to the Care ATC® Privacy Officer. You must
provide a reason that supports your request and we may deny your request for an amendment
if it is not in writing or does not include a reason to support the request. In addition, we may
deny your request if you ask us to amend information that was not created by us (unless the
person or entity that created the information is no longer available to make the amendment),
is not part of the protected health information kept by or for our practice, is not part of the
information that you would be permitted to inspect or copy, or is accurate and complete.
3. You have the right to request an "accounting of disclosures." This is a list of the disclosures
we made of protected health information about you that were not made for treatment,
payment, and /or health care operations. There are certain exceptions to this right. To request
this list or accounting of disclosures, you must submit your request in writing to the Care
ATC® Privacy Officer. Your request must state a time period, which may not be longer than.
six (6) years and may not include dates before January 1, 2002. You may request that we
provide copies in a format other than photocopies. We will use the format you request unless
we cannot practicably do so. The first list you request within a 12 -month period will be free.
For additional lists, we may charge you for the costs of providing the lists. We will notify
you of the cost involved and you may choose to withdraw or modify your request at that time
before any costs are incurred. The accounting must be provided to you no later than 60 days
after the receipts of your request, unless we utilize a 30 -day extension period.
4. You have the right to request a restriction or limitation on the protected health information
we use or disclose about you for treatment, payment or health care operations, as well as the
protected health information we disclose about you to someone who is involved in your care
or the payment for your care, like a family member or friend. We are not required to agree
to your request. If we do agree, we will comply with your request unless the information is
needed to provide you emergency treatment. To request restrictions, you must make you
request in writing to the Care ATC® Privacy Officer. In your request you must tell us (1)
what information you want to limit; (2) whether you want to limit our use, disclosure, or
both; and (3) to whom you want the limits to apply, for example, disclosure to your spouse.
Either you or we may terminate the restriction upon notification of the other.
J
CareATC, Inc., r and Partner Page 31 of 42
5. You have the right to request that we communicate with you about medical matters in a
certain way or at a certain location. For example, you may ask that we only contact you at
work or by mail. To request confidential communications, you must make your request in
writing to the Care ATCw Privacy Officer. We will not ask you the reason for your request.
We will accommodate all requests we deem reasonable. Your request must specify how or
where you wish to be contacted.
6. You have the right to a paper copy of the current Notice of Privacy Practices. You may ask
us to give you a copy of this notice at any time.
7. You will be asked to sign an acknowledgement of receipt of this Notice of Privacy Practices.
If you have any questions regarding this Notice of Privacy Practices, please do not hesitate to
contact the Care ATC® Privacy Officer for more information or clarification.
CareATC, Inc.,' and Partner Page 32 of 42
EXHIBIT I
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ( "Agreement ") by and between Clearwater ( "Covered
Entity ") and CareATC ( "Business Associate "), is entered into on this 1st day of October, 2013
( "Effective Date "), for the purposes of complying with the privacy and security regulations
issued by the United States Department of Health and Human Services ( "HHS ") under the
Health Insurance Portability and Accountability Act of 1996 ( "HIPAA ") and the security
provisions of the American Recovery and Reinvestment Act of 2009 ( "ARRA "). Covered Entity
and Business Associate are collectively referred to as the "Parties."
WITNESSETH
WHEREAS, Covered Entity is a covered entity as such term is defined under HIPAA and
as such is required to comply with the requirements thereof regarding the confidentiality and
privacy of Protected Health Information; and
WHEREAS, Business Associate has entered or may enter into an agreement with
Covered Entity ( "Service Agreement ") pursuant to which Business Associate will render
services to, for or on behalf of Covered Entity; and
WHEREAS, by providing the services according to the Service Agreement, Business
Associate shall become a business associate of Covered Entity as such term is defined at 45 CFR
§ 160.103;
NOW THEREFORE, in consideration of the mutual covenants, promises and agreements
contained herein, the Parties hereto agree as follows:
I. Definitions.
For the purposes of this Agreement, the following capitalized terms shall have the meanings
ascribed to them below:
A. "Designated Record Set" or "DRS" shall have the meaning given to such term under the
Privacy Rule, including, but not limited to, 45 CFR § 164.501.B. "Information" shall
mean any "health information" as defined in 45 CFR § 160.103.
B. "Electronic PHI" shall have the meaning found in the Security Rule, 45 C.F.R. § 160.103.
C. "Individual" shall have the meaning given to such term under the Privacy Rule,
including, but not limited to, 45 CFR §§ 164.501 and 160.103 and shall include a person
who qualifies as a personal representative in accordance with 45 CFR § 164.502(g).
D. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health
Information at 45 CFR Part 160 and Part 164, Subparts A and E.
E. "Protected Health Information" shall have the meaning ascribed to this term in 45 CFR.
§§ 164.501 and 160.103, and is the information created or received by Business
Associate from or on behalf of Covered Entity.
F. "Required by Law" shall have the meaning ascribed to this term in 45 CFR §§ 164.501
and 160.103.
CareATC, Inc., , and Partner Page 33 of 42
G. "Secretary" shall have the meaning ascribed to this term in 45 CFR § 160.103.
H. "Security Rule" shall mean the Security Standards for the Protection of Electronic Health
Information at 45 CFR Part 160 and Part 164, Subparts A and C.
II. Confidentiality and HIPAA.
The Parties shall comply with all federal and state laws governing the confidentiality and
privacy of health information including, without limitation, the Privacy Standards
promulgated pursuant to HIPAA.
A. Obligations of Business Associate
i. Use and Disclosure of Protected Health Information
Business Associate warrants that Business Associate, its directors, officers,
subcontractors, employees, affiliates, agents, and representatives: (a) shall use or
disclose Protected Health Information only in connection with fulfilling its duties and
obligations under this Agreement and the Service Agreement; (b) shall not use or
disclose Protected Health Information other than as permitted or required by this
Agreement or required by law; and (c) shall not use or disclose Protected Health
Information in any manner that violates applicable laws or would violate such laws if
used or disclosed in such manner by Covered Entity.
Business Associate shall provide adequate training to its employees and
subcontractors to ensure compliance with this Section.
Subject to the restrictions set forth in the previous paragraph and throughout this
Agreement, Business Associate may use the information received from Covered
Entity if necessary for (a) the proper management and administration of Business
Associate; or (b) to carry out the legal responsibilities of Business Associate.
Business Associate acknowledges that, as between Business Associate and Covered
Entity, all Protected Health Information shall be and remain the sole property of
Business Associate, including any and all forms thereof developed by Business
Associate in the course of its fulfillment of its obligations pursuant to the Agreement.
and Service Agreement.
Business Associate further represents that, to the extent Business Associate requests
that Covered Entity disclose Protected Health Information to Business Associate,
such request will be only for the minimum necessary Protected Health Information .
for the accomplishment of the Business Associate's purpose.
ii. Availability of Books and Records
Business Associate shall permit Covered Entity and Secretary and other regulatory
and accreditation authorities to audit Business Associate's internal practices, books
and records at reasonable times as they pertain to the use and disclosure of Protected
Health Information received from, or created or received by Business Associate on
behalf of, Covered Entity in order to ensure that Covered Entity and Business
Associate are in compliance with the requirements of the Privacy Rule.
CareATC, Inc., and Partner Page 34 of 42
iii. Access of Individuals to Information
In order to allow Covered Entity to respond to a request by an Individual for access
pursuant to 45 CFR § 164.524, Business Associate, within five (5) business days of a
written request by Covered Entity for access to Protected Health Information about an
Individual contained in a DRS, shall make available to Covered Entity such Protected
Health Information for so long as such information is maintained in the DRS.
In the event any Individual requests access to Protected Health Information directly
from Business Associate, Business Associate shall forward such request to Covered
Entity within two (2) business days. Before forwarding any Protected Health
Information to Covered Entity, Business Associate shall indicate in the DRS, any
material it deems unavailable to the Individual pursuant to 45 CFR § 164.524.
Any denial of access to Protected Health Information determined by Covered Entity
pursuant to 45 CFR § 164.524, and conveyed to Business Associate by Covered
Entity, shall be the responsibility of Covered Entity, including resolution or reporting
of all appeals and /or complaints arising from denials.
Business Associate shall support Covered Entity in a manner that enables Covered
Entity to meet its obligations under 45 CFR § 164.524.
iv. Amendment of Information
In order to allow Covered Entity to respond to a request by an Individual for an
amendment pursuant to 45 CFR § 164.526, Business Associate shall, within five (5)
business days of a written request by Covered Entity for amendment to Protected
Health Information about an Individual contained in a DRS, make available to
Covered Entity such Protected Health Information for so long as such information is
maintained in the DRS.
In the event any Individual requests amendment of Protected Health Information .
directly from Business Associate, Business Associate shall forward such request to
Covered Entity within two (2) business days. Before forwarding any Protected.
Health Information to Covered Entity, Business Associate shall indicate in the
Designated Record Set, any material it deems unavailable to the Individual pursuant
to 45 CFR § 164.526.
Any denial of amendment to Protected Health Information determined by Covered
Entity pursuant to 45 CFR § 164.526, and conveyed to Business Associate by
Covered Entity, shall be the responsibility of Covered Entity, including resolution or
reporting of all appeals and /or complaints arising from denials.
Business Associate shall support Covered Entity in a manner that enables Covered
Entity to meet its obligations under 45 CFR § 164.524.
CareATC, Inc., and Partner Page 35 of 42
Within ten (10) business days of receipt of a request from Covered Entity to amend
an Individual's Protected Health Information in the Designated Record Set, Business
Associate shall incorporate any approved amendments, statements of disagreement,
and/or rebuttals into its Designated Record Set as required by 45 CFR § 164.526.
v. Accounting of Disclosures
In order to allow Covered Entity to respond to a request by an Individual for an
accounting pursuant to 45 CFR § 164.528, Business Associate shall, within five (5)
business days of a written request by Covered Entity for an accounting of disclosures
of Protected Health Information about an Individual, make available to Covered
Entity such Protected Health Information.
At a minimum, Business Associate shall provide Covered Entity with the following
information; (a) the date of the disclosure; (b) the name of the entity or person who
received the Protected Health Information, and if known, the address of such entity or
person; (c) a brief description of the Protected Health Information disclosed; and (d) a
brief statement of the purpose of such disclosure.
In the event any Individual requests an accounting of disclosure of Protected Health
Information directly from Business Associate, Business Associate shall forward such
request to Covered Entity within two (2) business days.
Business Associate shall implement an appropriate recordkeeping process to enable it
to comply with the requirements of the current disposition.
Business Associate shall support Covered Entity in a manner that enables Covered
Entity to meet its obligations under 45 CFR § 164.528.
vi. Survival
The provisions of this Section shall survive the termination of this Agreement.
B. Obligations of Covered Entity
Covered Entity warrants that Covered Entity, its directors, officers, subcontractors,
employees, affiliates, agents, and representatives (a) shall comply with the Privacy Rule
in its use or disclosure of Protected Health Information; (b) shall not use or disclose
Protected Health Information in any manner that violates applicable federal and state
laws; (c) shall not request Business Associate to use or disclose Protected Health
Information in any manner that violates applicable federal and state laws; and (d) may
request Business Associate to disclose Protected Health Information directly to another
party only for the purposes allowed by the Privacy Rule. The provisions of this Section
shall survive the termination of this Agreement.
CareATC, Inc., r and Partner Page 36 of 42
III.Disclosure to Third Parties.
Business Associate shall obtain and maintain an agreement with each director, officer,
subcontractor, employee, affiliate, agent, and representative that has or will have access to
Protected Health Information, which is received from, or created or received by, Business
Associate on behalf of Covered Entity, pursuant to which agreement such director, officer,
subcontractor, employee, affiliate, agent, and representative agrees to be bound by the same
restrictions, terms, and conditions that apply to Business Associate pursuant to the
Agreement with respect to such Protected Health Information.
Business Associate shall also (a) obtain reasonable assurances from the person to whom the
Protected Health Information is disclosed that it will be held confidentially and used or
further disclosed only as Required by Law or for the purpose for which it was disclosed and
(b) obligate such person to notify Business Associate of any instances of which it is aware in
which the confidentiality of the Protected Health Information has been breached.
IV. Safeguards.
Business Associate shall employ appropriate administrative, technical and physical
safeguards, consistent with the size and complexity of Business Associate's operations, to
protect the confidentiality of Protected Health Information and to prevent the use or
disclosure of Protected Health Information in any manner inconsistent with the terms of this
Agreement.
Business Associate shall implement administrative, physical and technical safeguards that
reasonably and appropriately protect the confidentiality, integrity and availability of the
Electronic Protected Health Information that it creates, receives, maintains or transmits on
behalf of Covered Entity. Business Associate covenants that as of February 17, 2010, such
safeguards shall include, without limitation, implementing written policies and procedures in
compliance with HIPAA and ARRA, conducting a security risk assessment, and training
Business Associate employees who will have access to Protected Health Information with
respect to the policies and procedures required by HIPAA and ARRA.
Business Associate shall provide Covered Entity with a copy of its written information
security program upon request.
Upon reasonable notice and during normal business hours, Covered Entity shall have the
right to audit Business Associate's compliance with its security program and the terms of this
Agreement. Business Associate shall cooperate in such audits and shall provide copies of
any documents reasonably requested by Covered Entity at no charge.
V. Reporting of Breaches, Improper Disclosures, and Security Incidents
A. Breaches
In the event of a Breach (as hereinafter defined) of any Unsecured (as hereinafter
defined) Protected Health Information that Business Associate accesses, maintains,
retains, modifies, records, stores, destroys, or otherwise holds or uses on behalf of
Covered Entity, Business Associate shall report such Breach to Covered Entity
immediately, but in no event more than ten (10) days after discovering the Breach.
CareATC, Inc., � and Partner Page 37 of 42
"Breach" shall mean the unauthorized acquisition, access, use, or disclosure of Protected
Health Information which compromises the security or privacy of such information.
"Unsecured" shall mean Protected Health Information that is not rendered unusable,
unreadable, or indecipherable to unauthorized individuals through the use of a technology
or methodology specified by the Secretary from time to time.
Notice of a Breach shall include, at a minimum: (a) the identification of each individual
whose Protected Health Information has been, or is reasonably believed to have been,
accessed, acquired, or disclosed during the Breach, (b) the date of the Breach, if known,
(c) the scope of the Breach, and (d) a description of the Business Associate's response to
the Breach.
In the event of a Breach, Business Associate shall, in consultation with Covered Entity,
mitigate, to the extent practicable, any harmful effect of such Breach that is known to
Business Associate.
B. Improper Disclosures
Business Associate shall track all disclosures of Protected Health Information to third
parties, including those made to Business Associate's directors, officers, subcontractors,
employees, affiliates, agents, and representatives, other than those disclosures that meet
the exception criteria of 45 CFR § 164.528.
Business Associate shall report to Covered Entity any unauthorized or improper use or
disclosure of any Protected Health Information regarding the terms and conditions of this
Agreement or applicable federal and state laws as soon as practicable, but in no event .
later than ten (10) business days after the date on which Business Associate becomes
aware of such use or disclosure. In the event of a Breach, Business Associate shall, in .
consultation with Covered Entity, mitigate, to the extent practicable, any harmful effect
of such Breach that is known to Business Associate.
C. Security Incidents
Business Associate shall report to Covered Entity any security incident (as defined in 45
CFR § 164.304) of which it becomes aware within five (5) business days.
VI. Term and Termination.
A. General Term and Termination
This Agreement shall become effective on the Effective Date set forth above and shall
terminate upon the termination or expiration of the Service Agreement and when all
Protected Health Information provided by either party to the other, or created or received
by Business Associate on behalf of Covered Entity is, in accordance with Section VII
below, destroyed or returned to Covered Entity or, if it is not feasible to return or destroy
Protected Health Information, protections are extended to such information, in
accordance with the terms of this Agreement.
B. Material Breach
Where Covered Entity has knowledge of a material breach by Business Associate, and
cure is possible, Covered Entity shall provide Business Associate with an opportunity to
cure. Where said breach is not cured within ten (10) business days of Business
Associate's receipt of notice from Covered Entity of said breach, Covered Entity may
terminate this Agreement.
CareATC, Inc., and Partner Page 38 of 42
At the expense of Business Associate, Covered Entity shall have the right to cure any
breach of Business Associate's obligations under this Agreement. Covered Entity shall
give Business Associate notice of its election to cure any such breach, and Business
Associate shall cooperate fully in the efforts by Covered Entity to cure Business
Associate's breach. All requests for payment for such services of Covered Entity shall be
paid within thirty (30) business days.
In the event that either Party has knowledge of a material breach of this Agreement by the
other Party and cure is not possible, the non - breaching Party may terminate the portion of
the Service Agreement that is affected by the breach. When neither cure nor termination
is feasible, the non - breaching Party shall report the violation to the Secretary.
C. Transition
Following the termination of the Agreement for any reason, Business Associate agrees to
provide transition services for the benefit of Covered Entity. This shall include the
continued provisions of its services required under the Agreement until notified by
Covered Entity that the alternative provider of services is able to take over the provision
of such services, and the transfer of the Protected Health Information and other data held
by Business Associate related to its services under the Agreement.
D. Equitable Remedies
Business Associate acknowledges and agrees that Covered Entity may suffer irreparable
damage upon Business Associate's breach of this Agreement, and that such damages may
be difficult to quantify.
Business Associate acknowledges and agrees that Covered Entity may file an action for
an injunction to enforce the terms of this Agreement against Business Associate, in .
addition to any other remedy Covered Entity may have. Where Covered Entity has
knowledge of any material breach by Business Associate, Covered Entity may take
proceedings against Business Associate before any Court having jurisdiction to obtain an
injunction or any legal proceedings to cure or stop such material breach, without more
notice than is set forth in Section VI.B. of this Agreement.
VII. Return/Destruction of Protected Health Information upon Termination.
Upon termination of the Agreement for any reason, Business Associate shall:
A. If feasible, return or destroy all Protected Health Information received from, or
created or received by Business Associate on behalf of Covered Entity that Business
Associate or any of its directors, officers, subcontractors, employees, affiliates,
agents, and representatives still maintain in any form, and Business Associate shall
retain no copies of such information; or
B. If Covered Entity determines that such return or destruction is not feasible, extend the
protections of this Agreement to such information and limit further uses and .
disclosures to those purposes that make the return or destruction of the Protected
Health Information infeasible, in which case Business Associate's obligations under
this Section shall survive the termination of this Agreement.
CareATC, Inc., V and Partner Page 39 of 42
VIII. Amendment.
If any of the regulations promulgated under HIPAA are amended or interpreted in a
manner that renders this Agreement inconsistent therewith, Covered Entity may, on thirty
(30) business days written notice to Business Associate, amend this Agreement to the
extent necessary to comply with such amendments or interpretations. Business Associate
agrees that it will fully comply with all such regulations promulgated under HIPAA, and
that it will agree to amend this Agreement to incorporate any material required by such
HIPAA regulations.
IX. Indemnification and Insurance.
A. Business Associate shall indemnify, defend and hold harmless Covered Entity and its
directors, officers, subcontractors, employees, affiliates, agents, and representatives from
and against any and all third party liabilities, costs, claims, suits, actions, proceedings,
demands, losses and liabilities of any kind (including court costs and reasonable
attorneys' fees) brought by a third party, arising from or relating to the acts or omissions
of Business Associate or any of its directors, officers, subcontractors, employees.,
affiliates, agents, and representatives in connection with the Business Associate's
performance under this Agreement or Service Agreement, without regard to any
limitation or exclusion of damages provision otherwise set forth in the Agreement. The
indemnification provisions of this Section IX shall survive the termination of this
Agreement. Notwithstanding the foregoing, this section and all other provisions of this
Agreement relating to indemnity and insurance are not intended to, and shall not be
construed to, waive Covered Entity's sovereign immunity, the provisions and the
limitations set forth in Section 768.28, Fla. Stat., as amended from time to time, or a
consent to be sued by third parties.
B. Business Associate shall obtain no later than one (1) month from Effective Date of this
Agreement and maintain during the term of this Agreement liability insurance covering
claims based on a violation of the Privacy Rule or any applicable law or regulation
concerning the privacy of a patient information and claims based on its obligations
pursuant to this Section in an amount not less than $ 1,000,000 per claim. Such insurance
shall be in the form of occurrence -based coverage and shall name Covered Entity as an
additional named insured. A copy of such policy or certificate evidencing the policy
shall be provided to Covered Entity upon written notice.
X. Conflicting Terms.
In the event any terms of this Agreement conflict with any terms of the Service Agreement,
the terms of this Agreement shall govern and control.
XI. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State
of Florida.
CareATC, Inc., _%__and Partner Page 40 of 42
XII. Notices.
All notices, requests, approvals, demands and other communications required or
permitted to be given under this Agreement shall be in writing and delivered either
personally, or by certified mail with postage prepaid and return receipt requested, or by
overnight courier to the party to be notified. All communications will be deemed given
when received. The addresses of the parties shall be as follows; or as otherwise
designated by any party through notice to the other party:
If to Business Associate:
CareATC, Inc.
4500 S. 129th E. Avenue
Suite 191
Tulsa, OK 74134
If to Covered Entity:
City of Clearwater
Human Resources Department
100 South Myrtle Avenue
Clearwater, FL 33756
XIII. Miscellaneous.
A. Regulatory References. A reference in this Agreement to a section in the Privacy or
Security Rule means the section as in effect or as amended.
B. Interpretation. Any ambiguity in this Agreement shall be resolved to permit Covered
Entity to comply with the Privacy and Security Rule.
C. No Third Party Beneficiaries. Except as expressly provided for in the Privacy Rule,
there are no third party beneficiaries to this Agreement. Business Associate's
obligations under this Agreement are owed to the Covered Entity only.
CareATC, Inc., and Partner Page 41 of 42
IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement on
behalf of the party and on the date set forth below.
rA--/
ctweredzEntity: 3 , ti .eSS AS, 4ti
By:
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Title.
Date:
attsitiete: ()clot(
By: See attached signature block
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Title:
Date:
CareATC, Inc. and Partner Page 42 of 42
Countersigned:
— 9.eorte ICetAttos
George N. Cretekos
Mayor
A • pr ed as to form:
1 _ 4,1 J
Leslie K. Douga *es
Assistant City A -y
CITY OF CLEARWATER, FLORIDA
By: C%frL4I,
Iiam B. Horne II
City Manager
Attest:
Rosemarie CaII
City Clerk