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HomeMy WebLinkAboutFinancial Credit Network, Inc. - 2008-11-25CONTRACTS SUBMITTAL T CITY CLERK'S OFFICE To: JOAN FLYNN, City Clerk cn L Zf Name of Contractor: Financial Credit Network, Inc. t Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake — Huntington Central Park Business associate agreement for HIPPA obligations. Amount of Contract: $0 Copy of contract distributed to: The original insurance certificate/waiver distributed t Initiating Dept. ❑ o Risk Management ❑ Finance Dept. ❑ ORIGINAL bonds sent to Treasurer ❑ 4Date: Z� Cie Na e erision City Attorney's Office G:AttyMisc/Contract Forms/City Clerk Transmittal HIPAA BUSINESS ASSOCIATE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND FINANCIAL CREDIT NETWORK, INC. This Agreement ("Agreement") is made and entered into this 7'-k day of �0 J2 M 6 e-A , 200_�? , (the effective date) by and between FINANCIAL CREDIT NETWORK, INC., hereinafter referred to as "FCN" and the CITY OF HUNTINGTON BEACH, hereinafter referred to as "CITY". This Agreement between FCN and CITY is executed for the purpose of ensuring that FCN carries out its obligations to CITY in compliance with the privacy and security regulations pursuant to Public Law 104-191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F — Administrative Simplification, Sections 261, et seq., as amended 45 CFR 160-164 ("HIPAA"). This Agreement encompasses FCN's assurance to protect the confidentiality, integrity, and security of any personally identifiable protected health information ("PHI") that is collected, processed or learned as a result of the services provided to CITY by FCN, including any such information stored and transmitted electronically, referred to as electronic protected health information ("e-PHI"). DEFINITIONS. 1.1 "Disclose" and "Disclosure" mean, with respect to Health Information, the release, transfer, provision of access to, or divulging in any other manner of Health Information outside FCN's internal operations or to other than its employees. 1.2 "Health Information" means information that (a) relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual, or the past, present or future payment for the provision of health care to an individual; (b) identifies the individual (or for which there is a reasonable basis for believing that the information can be used to identify the individual); and (c) is received by FCN from or on behalf of CITY, or is created by FCN, or is made accessible to FCN by CITY. 1.3 "Underlying_ Agreement" means the services agreement executed by CITY and FCN, if any. 1.4 "Use" or "Uses" mean, with respect to Health Information, the sharing, employment, application, utilization, examination or analysis of such Health Information within FCN's internal operations. 2. OBLIGATIONS OF FCN. FCN agrees that it will: 08-1846/27742 a. Not use or further disclose PHI except as permitted under this Agreement or required by law; b. Use appropriate safeguards to prevent use or disclosure of PHI except as permitted by this Agreement; C. To mitigate, to the extent practicable, any harmful effect that is known to FCN of a use or disclosure of PHI by FCN in violation of this Agreement. d. Report to CITY any use or disclosure of PHI not provided for by this Agreement of which FCN becomes aware; e. Ensure that any agents or subcontractors to whom FCN provides PHI, or who have access to PHI, agree to the same restrictions and conditions that apply to FCN with respect to such PHI; f. Make PHI available to CITY and to the individual who has a right of access as required under HIPAA within 30 days of the request by FCN to the individual. Upon CITY's request, FCN shall provide to CITY an accounting of each Disclosure of Health Information made by FCN or its employees, agents, representatives or subcontractors as required by the Privacy Regulations. For each Disclosure that requires an accounting under this Section FCN shall track the information required by the Privacy Regulations, and shall securely maintain the information for six (6) years from the date of the Disclosure; g. Incorporate any amendments to PHI when notified to do so by CITY; h. Provide an accounting to the CITY of all uses or disclosures of PHI made by FCN as required under the HIPAA privacy rule within 60 days of such disclosures; i. Make its internal practices, books and records relating to the use and disclosure of PHI available to the Secretary of the Department of Health and Human Services for purposes of determining FCN's and CITY's compliance with HIPAA; j. At the termination of this Agreement, return or destroy all PHI received from, or created or received by FCN on behalf of CITY, and if return is infeasible, the protections of this agreement will extend to such PHI. k. FCN agrees to mitigate, to the extent practicable, any harmful effect that is known to FCN of a Use or Disclosure of Health Information by FCN in violation of the requirements of this Agreement. 3. USE OF PHI BY FCN. The specific uses and disclosures of PHI that may be made by FCN on behalf of CITY include: 08-1846/27742 2 a. The preparation of invoices to patients, carriers, insurers and others responsible for payment or reimbursement of the services provided by CITY to its patients; b. Preparation of reminder notices and documents pertaining to collections of overdue accounts; The submission of supporting documentation to carriers, insurers and other payers to substantiate the health care services provided by CITY to its patients or to appeal denials of payment for same. d. Uses required for the proper management of FCN as necessary to perform services for, or on behalf of the CITY. e. Other uses or disclosures of PHI as permitted by HIPAA Privacy Rule. 4. e-PHI. FCN to assume the following obligations regarding electronic Protected Health Information (e- PHI): a. FCN agrees to implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the e-PHI that it creates, receives, maintains or transmits on behalf of CITY. b. FCN will ensure that any agent, including a subcontractor, to whom to it provides e- PHI that was created, received, maintained or transmitted on behalf of CITY agrees to implement reasonable and appropriate safeguards to protect the confidentiality, security, and integrity of e-PHI. FCN agrees to alert CITY of any security incident (as defined by the HIPAA Security Rule) which it becomes aware, and the steps it has taken to mitigate any potential security compromise that may have occurred, and provide a report to CITY of any loss of data or other information system compromise as a result of the incident. TERMINATION Notwithstanding any other provisions of this Agreement, this Agreement may be terminated by CITY, in its sole discretion, if CITY determines, upon 30 days notice or immediately upon notice that FCN has violated a term or provision of this Agreement pertaining to CITY's obligations under the HIPAA privacy or security rules, or if FCN engages in conduct which would, if committed by CITY, would result in a violation of the HIPAA privacy or security rules by CITY. Any notices required or permitted to be given hereunder by either party to the other shall be given in writing: (1) by personal delivery; (2) by electronic facsimile with confirmation sent by United States first class registered or certified mail, postage prepaid, return receipt requested; (3) by bonded courier or by a nationally recognized overnight delivery service; or (4) by United 08-1846/27742 3 States first class registered or certified mail, postage prepaid, return receipt requested, in each case, addressed to: If to CITY: If to FCN: City of Huntington Beach Alicia Sundstrom-Park Shari Freidenrich, City Treasurer Financial Credit Network, Inc. PO Box 190 P.O. Box 3084 Huntington Beach, CA 92648 Visalia, CA 93277 (714 536-5200) 6. HOLD HARMLESS FCN hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with FCN's (or FCN's subcontractors, if any) negligent performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. FCN will conduct all defense at its sole cost and expense and CITY shall approve selection of FCN's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by FCN. 7. PROFESSIONAL LIABILITY INSURANCE FCN shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for FCN's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -mentioned insurance shall not contain a self -insured retention, "deductible" or any other similar form of limitation on the required coverage except with the express written consent of CITY. A claims -made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. FCN shall notify CITY of circumstances or incidents that might give rise to future claims. FCN will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, FCN agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. 08-1846/27742 4 8. AMENDMENT TO COMPLY WITH LAW. The parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that amendment of this Agreement may be required to provide for procedures to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement the standards and requirements of HIPAA and other applicable laws relating to the security or confidentiality of Health Information. The parties understand and agree that CITY must receive satisfactory written assurance from FCN that FCN will adequately safeguard all Health Information that it receives or creates on behalf of CITY. Upon CITY's request, FCN agrees to promptly enter into negotiations with CITY, concerning the terms of any amendment to this Agreement embodying written assurances consistent with the standards and requirements of HIPAA or other applicable laws. 9. RELATIONSHIP TO UNDERLYING AGREEMENT(S) PROVISIONS. In the event that a provision of this Agreement is contrary to a provision of an Underlying Agreement(s), the provision of this Agreement shall control. Otherwise, this Agreement shall be construed under, and in accordance with, the terms of such Underlying Agreement(s), and shall be considered an amendment of and supplement to such Underlying Agreement(s). 10. MODIFICATION OF AGREEMENT. No alteration, amendment, or modification of the terms of this Agreement shall be valid or effective unless in writing and signed by FCN and CITY. 11. NON -WAIVER. A failure of any party to enforce at any time any term, provision or condition of this Agreement, or to exercise any right or option herein, shall in no way operate as a waiver thereof, nor shall any single or partial exercise preclude any other right or option herein. In no way whatsoever shall a waiver of any term, provision or condition of this Agreement be valid unless in writing, signed by the waiving party, and only to the extent set forth in such writing. 12. AGREEMENT DRAFTED BY ALL PARTIES. This Agreement is the result of arm's length negotiations between the parties and shall be construed to have been drafted by all parties such that any ambiguities in this Agreement shall not be construed against either party. 13. SEVERABILITY. If any provision of this Agreement is found to be invalid or unenforceable by any court, such provision shall be ineffective only to the extent that it is in contravention of applicable laws without invalidating the remaining provisions hereof. 08-1846/27742 5 14. SECTION HEADINGS. The section headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 15. NO THIRD PARTY BENEFICIARIES. There are no third party beneficiaries to this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. FINANCIAL CREDIT NETWORK, INC By: 1S�zNiS�� print name ITS: (circle one) Chainnan/Presi nt ice President print name ITS: (circle on Secret Chief Financial Officer/Asst. Secre reasurer CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California "RO ED AS TO FORM: '__j Ci y AttorneyWV►0-30- (� b� 08-1846/27742 6 ACCORD CERTIFICATE OF INSURANCE ISSUE DATE: 11/24/2008 # 0003502 --- -.. a= - THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION PRODUCER ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Aon Risk Services Central. Inc. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 8300 Norman Center Drive, Suite 1000 Minneapolis, MN 55437 COMPANIES AFFORDING COVERAGE COMPANY A LETTER St. Paul Fire & Marine Insurance Company COMPANY B INSURED LETTER FINANCIAL CREDIT NETWORK, INC. COMPANY C FINANCIAL CREDIT NETWORK, INC.: CUSTOMER CARE NETWORK, LLC LETTER COMPANY D LETTER 1300 W. MAIN STREET COMPANY E LETTER VISALIA, CA 93291 'COVERAGES , THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO TFBMS-EXC.LUStONS-AND_P.ONDIT[QfIS_DF_ SUCH P-DILCLES_-LtM]T SHOWN -MAY HAVE -BEEN REDUCED BY PAID -CLAIMS CO TYPE OF INSURANCE i POLICY NUMBER Policy Effective Policy Expiration LIMITS LT Date (MM/DD/YY) Date (MM/DD/YY) R GENERAL LIABILITY GENERAL AGGREGATE $ ❑ COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG. $ ❑ CLAIMS MADE ❑ OCCUR. PERSONAL & ADV. INJURY $ ❑ OWNER'S & CONTRACTOR'S PROT. EACH OCCURRENCE $ ❑ FIRE DAMAGE (Any one fire) $ MED. EXPENSE (Any one person) $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ❑ ANY AUTO ❑ ALL OWNED AUTOS BODILY INJURY $ ❑ SCHEDULED AUTOS Y VED - , TO F C (Per person) ❑ HIRED AUTOS �Id BODILY INJURY 11�YY� (Per accident) $ ❑ NON -OWNED AUTOS �C np q� H ¢� �g`,7 �wryp ❑ GARAGE LIABILITY I� ( J�7�\ PROPERTY DAMAGE $ EXCESS LIABILITY i EACH OCCURRENCE $ ❑ UMBRELLA FORM i ❑ OTHER THAN UMBRELLA FORM AGGREGATE $ ❑ STATUTORY LIM ITS WORKER'S COMPENSATION EACH ACCIDENT $. AND I _ DISEASE —POLICY LIMIT $ EMPLOYERS' LIABILITY DISEASE —EACH EMPLOYEE $ OTHER $1,000,000 ERRORS & OMISSIONS LIABILITY 2/1/2008 2/1/2009 Per Claim & Aggregate Per Year INCLUDING PERSONAL INJURY �506,1138044 i Includes: EVL DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL TERMS CITY OF HUNTINGTON BEACH shall be deemed an Insured but only as respect to their being a Client or Customer of the Insured Organization, in accordance with Policy terms and conditions. CERTIFICATE HOLDER CANCELLATION CITY OF HUNTINGTON BEACH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO 2000 MAIN STREET MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR HUNTINGTON BEACH, CA 92648 LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ATTN: JOHN ROULETTE - CITY TREASURER'S OFFICE ACORD 25-S (7/90) © ACORD"CORP61kATION,1990