CHC Wellness/Human Res/Wellness ProgramCONSULTANT AND PROFESSIONAL SERVICES AGREEMENT BETWEEN CLTY OF
CARIVIEL, IN AND CHC WELLNESS, INC`.
This agreement is made as of January 1st, 2016 between CHC. Wellness Inc:, an .Illinois
corporation ("CHC") and the City of Carmel, "("Client.") (CHC and Client are also, referred to;
individually.as "Party" and together as. "Parties").
Article I — Statement of Work
"CHC shall provide service's to Client.
CHC shall have sufficient staff to ensure prompt delivery of services and completion of assigned
tasks. CHC will assign an account manager -and any others.
All Work will be performed in "accordance with all applicable local, state and federal laws. This
Agreement shall be governed by and interpreted" in accordance with the laws of top state: of
Indiana. Jurisdiction and venue for any dispute relating to this agreement shall rest exclusively,
with the state and federal courts"of. Indiana.
All services shall be performed in accordance with the terms" of ""this Agreement and ;shall
hereinafter be referred -to as the "C,H.C. Services": Client req uesis,, andCHC agrees to provide or,
arrange to provide CHC Services as selected below, which, are .described in greater detail in
Exhibit A.
® HRA 0 Blood Pressure 0 Health Coaching
®" Full Venipuncture ® Breath Nicotine.Test Z E -Learning
Waist Circumference ® Incentive Tracking ® Mid -Year "Check -In" Screening
0 Height and Weight ® CHC Walking Program
CHC and Client agree. to be bound by the terms and conditions specified in ,this Agreement, the
documents listed below, :and by -an "y amendments made thereto, each, of" which it part of this
Agreement. Client acknowledges that the -CHC Services are entirely: voluntary and no employee_
of the Client shall be required to participate in the CHC Services.
Article II — General Terms and Conditions
A. Performance Standard - CHC will perform the CHC Services in a proficient manner; and
conforming to applicable industry and professional standards,. using personnel. having :a. level of
.skill in the, area commensurate with the -requirements of the CHC Services to be: performed. If
CHC's employees are located on "Client's property., they shall observe the rgasona.bl"e security
and safety policies of Client, provided that such policies :are communicated to, CHC sufficiently in
advance from time to time.
B. Accuracy of Client Information - All CHC Services provided hereunder will be based upon
information provided to CHC by Client. Upon receipt from CHC, whether electronically "or
otherwise, Client will promptly" review all records and other reports prepared. by CHC for validity
and accuracy according to Client's records.
C. Fees -and Billing - The Client shall pay CHC for the Services indicated herein and as described
in Exhibit A. Client shall pay CHC for the Services added by Client after the date: hereof at prices
mutually agreed upon for such services. CHC will issue .an invoice to Client for review and
approval following program=enrollment and as enrollment changes require. Payment will be made
by Client within thirty-five (35) days, of receipt of invoice, for all approved invoices..Participants:
.will not .be responsible for any cost of the Health and Wellness Screening described in Exhibit A
unless they choose to pay out of pocket for voluntary additional tests and/or services-, including
but not "limited to Optional Tests, as described in Exhibit A. Client will'not be res"p"onsible for :any
such additional charges.
Article'III — Warranty
All CHC .Services provided for herein- shall be performed in the best workmanlike; manrier by
persons qualified to provide the CHC Services rendered.. To the extent that'Client requires.it,.and
without costs to Client, any`defective CHC Services which' are a result of negligence or..bad.faith
shall becorrected to the satisfaction of `Client.
Article IV — Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, OR REQUIRED BY LAIN, CHC
EXPRESSLY DISCLAIMS ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING
ANY IMPLIED WARRANTIES OF .MERCHANTABILITY OR FITNESS' FOR A PARTICULAR
PURPOSE, NON -INFRINGEMENT,, NON -INTERRUPTION OF USE, AND FREEDOM FROM
PROGRAM ERRORS WITH RESPECT TO THE CHC SERVICES,, THE -CHC PRODUCTS, ANY
CUSTOM PROGRAMS CREATED. BY CHC OR ANY THIRD -PARTY SOFTWARE DELIVERED
BY CHC. CHC. DOES NOT RECOMMEND SELF-DIAGNOSIS OR ,SELF-MEDICATION, .AND
NO INFORMATION PRESENTED, BY CHC, OR ITS ASSOCIATES SHOULD BE CONSTRUED
OR INTERPRETED AS RECOMMENDATIONS FOR SELF-DIAGNOSIS OR SELF-
MEDICATION..
'IN ADDITION, NEITHER CLIENT NOR CHC SHALL BE LIABLE FOR ANY INCIDENTAL',
CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE DAMAGES OR CLAIMS, INCLUDING
LOST PROFITS, LOST SAVINGS', LOST PRODUCTIVITY, AND LOSS FROM INTERRUPTION
OF BUSINESS, EVEN IF PREVIOUSLY ADVISED OF THEIR POSSIBILITY.
Article V — Intellectual Property
A. Ownership of Proprietary Rights - All cornputer programs (other than pre --packaged :third -party
software). tutorials and related documentation made available, directly or indirectly, by CHG. to
Client as part,of the CHC Services (the "CHC Products") are the exclusive property of CHC: All
rights, title and interest in or ,to any copyright, trademark, service mark, trade .secret, and other
proprietary right relating to the CHC products ,and, the related logos;, product names„ etc., are
reserved.
B. Ownership of Data — All current and historical HIPAA-allowed participant: data,including
biometric data, steps and activities entered into Activity Tracker, collected :on behalf -of Client is
the exclusive property of .Client, and shall be timely transferred as directed by Client. upon
termination of agreement.
2
Article. VI — H IPAA Compliance.
CHC .and Client. are required to meet the requirements, of the Health Insurance. , P
9.fl.ab1ilitwano d
Accountability Act of 1.996the Heafth Information Technology -for Economic and CIini0a1 HbaIth
-Act,,and'thia regulations promulgated there under,. as- they'may be amended -frorn-time to.Aime
(collectively-, "H'I PAK). CHC _ will. only- release, a participant's information, results or °anv. -other
component of their filerecoivod,,-cr created;
,.or ,.or r.naintained by CHC'to.-a third -party upon .'tecelpt-.0 6
Valid' authorization for such release, from- the participant. The Parties! obligations 'pursuant -to
HIPANare more fully outlined: in. Exhibit-Bof -thJS,Ag(reem6,nt.
.Article VII — Term and Termination
A. Term - The term, of this ,Agreement shall be. for one year. This, agreement Will", automatically I
,
renew for consecutive one-year terms unless terminatio I n is requested in Writing by either party.
°as,specified in Section
B. Termination - With respect.to the CHC Services- covered by ;this Agreement, ,Client .or CHC
may terminate this.Agreempotai, anytime upon 30 days prio'r written notice 0.the
.1 other Party,
Article All — Indemnification
CHC shall and hold harmless Client and its, -agents and :employees from and ,agai . rist . ,,all
claims, damages, losses.- and expenses, including attorney's'Jees arising out, of., Ort'resuffing from
the-negligeht,performanceof the CHC Services.
Article IV — Exteht-of Agreement
This Agreement represerifs: the. entire and integrated agreement between 1-ClJent:,andQH I G and
supersedes all prior negotiations,, representations &;agfeein ehtsi,,. -either. written .or .oral., This.
Agreement may be amended only, by written instrument signed by both,Clienl and QHC,..
Client and: CHC have read ,this agreement,and :each attachment, and understand that all apply
t Ily to this agreement and acknowledge that t . hey are bound by this agrOemeht..
In witness whereof, the parties hereto have hereunto caused their names" to: be -sptand.` to a
duplicate of the same date, -and tenor as of the day
ay and year first written above:
[Signature page follows]
"�3,
IN VVITNE,881 WHEREOF, the parties ,her6to 'have made and.executed th'is Agreerhoht.as fblloWs`
-CIT-Y'OF CARMEL, "INDIANA
by -and through. its Board O.f:Public
Works -,and S,
pfe.ty
M
4am:es- Brainard, Presiding Officer
44
C - H C= VVellni5ss,,,, lnc.
B
ec .. il Purchase, Vice 'President, Serivice,
and Product Devel
-Ornent
Printed Name
,54 Z Lf,
FID/TIN:
Last Four of8-SN if .Sole, Proprjofor:
Date:
.Exhibit . k.PriDgram Description and :Costs
I. General
A. CHC will assist Client in, deVeloping and administering a: practical, legal -,and -pplaop-tiorl-I
appropriate activity -,and outcome -based Wellness,
,Program 'that reflects' GiOnt.8 specific
needs. Elernents, of the proOrtim, and their, costs, are described below.
B. Eligibility for the !VVelfne8sProgram will ,be -determined bt:Clieht'8:.sole.discr6tidn'I
C. CHC, will provide, customer service, dire'ctly to'i's Wellne'ss- Program p8tticiOants:, as it;
(. Chent
relates to their individual activity records, and hebalth, information.
D. All services, procedures, edures, Materials, and communications provided bY CHC,.Will be ADA-
compliant.
Total Health Sctb6hinq Package
included Pragram Elements! Total Hdalt1i
Package
Health
-ent'
37 Test Venipuncture Screening
Full Service Sign Up
--
an
"
" e 'Portals0 t!pipant, I
Company Health PoTtal
Over,C
6 H CE. 7
, 5601 . CH - Learning r -0
'
0,
QJ
.U.hlimited CHC Inbound Telephonic Health Coaching
Oril�ne CF1C Health Coaching Motlules
1
II. Health Risk Assessment(HRA)
CHC uses the HRA developed and maintained by the University of, Michigan's Health
Management. Resource Center (HMRC). The HRA is constaritly`evaluated.and updated to be,
an accurate tool for -reporting risk and cost CHC has added some; clinical questions to ensure
accurate biometric ranges. The HRA is :available only ,on the CHC web `portal
(www.chcw:com).
*NOTE: Client has the option of adding up. to 5 additional 'questions to: the HRA. This
customization will allow Client" to acquire any information. that it deems 'valuable. Note,
however,.depending on the-conterit of these;questions and the.pa tip"' 'ts'.responses, Client
may.not be entitled: to access the responses to these .questions based ;on applica,b,le federal
arid'state medical privacy laws',. including but. not limited to the Employee Retirement Income
Security Act ("ERISA");, GINA, HIPAA, and any other applicable: laws. Specifically, any
information obtained by:CHC pursuant+to its performance of the CHC Services that is:covered
by the GINA rules and regulations (i.e., a participant's, family medical history) will not be
provided`to-the tient. CHC assumes that..Client's intended uses of the CHC:Services' resoults
or reports are compliant, with GINA, ERISA, HIPAA, and ;all 'other applicable health privacy
laws, and CHC makes rib representations as to whether Client's intended uses are compliant
with such laws. Client should. consult with its legal counsel; regarding its-, intended 'uses:of..-the"
CHC :Services' results or reports, as well as its health plan documents to -avoid violating the
aforementioned health privacy laws.
111. Health and Wellness Screening
The screening. will include full venipuncture; height and weight; waist circumference, blood
pressure and breath nicotine. test for those participants who'self-report,as,non-smokers;
Standard: Venipuncture.Screeninq Tests
(provided to, allacreening participants as, part -of -screening package)
Chem. -Screen Profile:
- Glucose
- Sodium
= ::Potassium
- Chloride
- Urea Nitrogen
= Creatinine
- BUM/Creatinine. Ratio
- Uric Acid.
- Phosphorus
- Calcium
- Total Protein
- Albumin
- Calculated Globulin
- A10 Ratio
- Total Bilirubin
- Direct Bilirubin'
- Alkaline Phosphatase,
- :G;GT
- AST
- ALT
- Iron
- Carbon Dioxide
Coronary Risk.Assessment:
- Triglycerides - Total Cholesterol HDL"Cholesterol:
LDL Cholesterol - Cholesterol/HDL Ratio.
Complete.Blood Count:.
WhRe:Blood Cells - Red Blood Cells - Hemoglobin
- Hematocrit - MCV - MCH
MCHC - RDW - .Platelet Count
2
A: Onsite screenings at multiple Client
locations and times', on a mutually agreeable
B. Remote screening Option alternative: for employees un participate to. pa upipa e inlan, on'-si d,
-screening.
1... Participant mUst.regist6rfbr:sc-feen and complete HRA ori CHC's.se'cu
re website.
2. Participant will visit nearest L;abOorp.office -d.Uring0stabli8htime e
draw. � frame fot. abldod
3. Remote -screenings wilt include venipuncture only.. The participant is:responsible 1o:
make an appointment:at, Oient's c
employee health :clinic to obtain other and
measurements,.
4. Biometric data gathered by LabQQrpand by the -employee health iclioicwill . bq.,ent6red
into CHUs-system.. The: data gathered for remote 'screening ,b
participants wi e:
included in -the. aggregate CHCrepqr the 'ih collected for
I -samernanner..-ps the Ile
Qn=si e screenin
9. pa icipe(nts.
.
C'. CHC,will provide -electron
ic -sig-n=upj marketing.. materials, staffing, equipment and supplies
for on-site screenings. Client Will provide space, on-site and communicate direbtly- -with,
employees.
3
'Optional Tests
(available at additional cost, duefromparticioant.at-time, of screening');
TSH:
Tests for thyroid disorder
-$42
PSA:
Early detection of prostate cancer --for men
Homocysteine:
Y
Test for risk of'
both- heart. disease, and Alzheimer's. Disease -risk,
454
K Pylori:
test detects the level .of'stortat:h;bat,teda;zH. Pylbri
441
Cardio', C:
A,Very: sensitive .test'that.mei§btqs inflamrriation within"th e,a enes
HOmoglftln Aid:
Estlmates,th&:am6unt of -glucose in:an individual'over1he lasO
334
rnnniKs
Analysis of-cholesterol,subetasses which increases heart disease
$99
detection by 407910%
Blood Type:
'Dd.te(min6&:yoU1r ABO Olood Jpd,and. Rh factor
325
Vitamin D:
Test for vitaffiin D deficiency
$40'
Testosterone,
-Measures t - he, -amount of male hormone androgen
$42
1312-& Folate:
Tests 1312-landfolate levels. Can cause depression, irritabil - ity,..,and
$42
os,ther symptom
Gluten Allergy:
Determines gjUten spjaclfic allergy
.$29.
Polon Cancer
Colon.cancer'screening test iolbe completed inthe privacy -of the
sib
Screening
Oartbbiplants home.,
A: Onsite screenings at multiple Client
locations and times', on a mutually agreeable
B. Remote screening Option alternative: for employees un participate to. pa upipa e inlan, on'-si d,
-screening.
1... Participant mUst.regist6rfbr:sc-feen and complete HRA ori CHC's.se'cu
re website.
2. Participant will visit nearest L;abOorp.office -d.Uring0stabli8htime e
draw. � frame fot. abldod
3. Remote -screenings wilt include venipuncture only.. The participant is:responsible 1o:
make an appointment:at, Oient's c
employee health :clinic to obtain other and
measurements,.
4. Biometric data gathered by LabQQrpand by the -employee health iclioicwill . bq.,ent6red
into CHUs-system.. The: data gathered for remote 'screening ,b
participants wi e:
included in -the. aggregate CHCrepqr the 'ih collected for
I -samernanner..-ps the Ile
Qn=si e screenin
9. pa icipe(nts.
.
C'. CHC,will provide -electron
ic -sig-n=upj marketing.. materials, staffing, equipment and supplies
for on-site screenings. Client Will provide space, on-site and communicate direbtly- -with,
employees.
3
D. Cost of -screenings will be passed through to participants,' in'sO'rance, company as
1 11 11
preventive care: CHC:will'prepare a listbill for partibipants:on`Clieht's insurance plain,
C e
IV.41 .,Screening Results
Every -participant's screening 'results 'will be reviewed by a practicing ,phy%
iciah.
A. A CHC medical director will 'immediately telephone any participant
icipant who has one or more.
test results that are dangerously out of range to discuss,such test result(s),
B. Any participant with a,dolm 4i, nation of , results Ults that are of'conce�rhh
to. :reviewing: physician's';:
but are not immediately dan Brous, will receive a follow -Up. -letter,
C. Screening results will be made. available -to participant ifts.0voital'ways;
T. Results, will be,avail.a.ble, for on-line viewing by th -8 . :7 . �,qay§;
,0 participant
after the screening!,.
2. A hard copy'will be mailed, byUSPS to -the- Participan't,$'hohle <add tess, appr i jrnalqly-
two weeks, after the. screening
'(unless the participant,. has" ' opted out ut.of,findilinW.
3. If the participant provides CHC with their- -personal physician's narti6 and contact;
- information and authorize -s the r disclosure of the results to such :physician_ , -acopy of
the. results will be sent directly to the physician free f charge.
D. Individual results will be maintained indefinitely to allow participant to track, long4prm
health.
E Participants will also be provided with, educational materials
18, d I esigned, 'to help them
understand their results, and . to provide follow-up :outlets that eh'co&4ge::th6,M'to -taki�
n
.action based on, their r6sult8-.
F Client will not have ac -cess. lo the individuat participants' :resqlts,. Client, will receive:
aggregate data to assist with :program devel O-PmOnt and outcome, assessment,
V. Wob.Portal
OHC shall maintain 6 Web portal (ww.w.chcwxom) exclusively -for the use of Client's Wellhesg:
Program participants. Use5:of the Obftal include:
A. Reporting screening, results and.biPmetric. spore
B. Tracking ,steps and other physical activities
C. Access to e -learning, we binars-and newsletters
D. Monitoring progress toward incentives
,
E. Comparing progress on group challenges,
F. Presenting program ,infbrni6tibh.to,participants
4
V1. -Records and Reports
�CKC shall keeprecords,p6rtaihiho to all group and individual activities and results relatedto
Client'S Wellness, Program, :and provide the following:
A. Quarterly Reports: Total steps,4and points tow.ardJncentive-I on a pqrtIC_Ipqpf=.by-participant.
basis;
'BI Annual Reports In-depth analysis of Client's aggregate wellness
ellness data, as,gathpred . from
HRAs.:and screenings including, progress, trends, risks,. recommendations
a"hdROL
C. Ad Hoc.Repbrts': ii.the'r-repOrts re uestodby Client -6n 8 case- -�Qase, basis,
q by
VII. Follow-nUp Programs
A. &Learning: Wellness partiio,rnts will have unlimited access for an entire .yea* 6 --more
,thari:500 interactive .online, buforials on a variety of health: and �wel,lnesslopics,
I Tut
orials,
test participants for comprehension to ensure participant develops- §n understanding
of
the, material.
B. Heal - th Coachin.g:
1. Participants will have: unlimited inbound -access-, w tl e. ph.OnO, i tercet:jot ih$Taht,
r!
messaging, to a Health Coach for behavior modification, education, and' referrals in
the areas of:
)> Nutrition management
Weight management
Fitness and exercise,
Stress- management
Pre/Post-natal care.
Smoking. cessation
Chronic condition management,.
Complementary -care: (chiroproctic,
(high cholesterol, high blood yoga, ga, " acupuridtdre, massage)
pressure; diabetes, etc.)
2. Participants will also have unlimited access to the wellness coaching portionof1he
,CHC website, including pToprietary Online.Weighf Mpna-gement,Program Smoking mQ M Ing.
Cessation Program` and Walkih,g Program as: well as 6th6rbduc, ar:ti6h. al information.
3. CHC will. provide free,, edobafflonal materials at the discretion bi
f the He Health ' h Qbochand
disc6untr memberships to,2000+ gyms in the nationwide'Globalfit,gym: network;
g
4. CHC will administee follow-up surveys after 1 month, "6 :months. and 1Z'months ::,tb.
assess, coaching effectiveness.
VIII... Services and Programs Available for Purchase.at Additional Cast
A. Walking Program.
1. CHC will'provide theJollowing:
:5
Assistance in setting up and organizing the annual program
Support for a variety of popular pedometer brands and styles
User set-up and maintenance instructions for Client and users
• Program tracking through the CHC Wellness web portal
Assistance in developing and promoting. walking challenges
2. Participant:online capabilities include -
0
Logging steps, aerobic steps, calories burned and -distancevia web. browser
0 Tracking individually progress_ daily, weekly, monthly:and :annually
Tracking team.. progress against competing teams;
3. Client is solely responsible for pedometers. :CHC has no obligation with regard ,to
pedometers.
4. The cost for,the walking program shall be $60.00 per participant. per year,. renewable
annually.
B. Mid -Year "Check-in" Screening:
1. Approximately'6-8 months, after initial, screening, :CHC will administer an on=site mid-
year "check-in" screening, to include venipuncture blood draw (for readings on
triglycerides, HDL cholesterol and glucose), blood pressure reading,, waist
circumference measurement and breath nicotine test (using test kits provided by
Client.)
2. Results of mid -year screening will be used purely as a comparison to initial screening
results to calculate biometric improvementand incentives for participants:'Partici.pants
will be able to view their results online.
3. Results from the "check=in" screening will not generate. ::a full aggregate company
profile report, but will b:e used as a supplement to.the final overall aggregate "company
profile report, 'which will be based on the initial screening results of the employee
population.
4. Pricing for the mid -year screening is. $80:00 per participant,. in addition to the initial
screening.
[-1
Exhibit 14: HIPAA Business Associate Addendum
HIPAA BUSINESS ASSOCIATE ADDENDUM FOR: THE
C'HC WELLNESS SERVICES AGREEMENT
The Parties, hereto wish to .enter into this HIPAA Business: Associate ,Addendum for the CHC
Wellness Services Agreement (the Addendum and the Services Agreement colleet1Vely.referred
to herein as the "Agreement")., effective .as .of January 1st., 201.6 (the "Effective Date")? The
Parties hereby agree to abide by the requirements. of the Health Insurance Portability .and
Accountability Act of 1996, Pub. L. No. 104-191 ,(the "Act" ), the privacy standards adopted by.the
.U.S. Department of Health and Human Services (the "Department'') as they may be. amended
from time to time, 45 C.F.R. parts 160 and 164, subparts A,and E (the `'Privacy RUIe" ), the..secur ity
standards adopted by the Department as they may be amended from lo time; 45C:F:R'.
parts 160, 162, and 164, subpart C (the "Security Rule".), and the Privacy provisions (Subtitle D).
of the Health Information Technology for Economic Clinical Health Act, Division:A, Title: XIII :of
Pub. L. 111-5, and its implementing regulations (the "HITECH Act"), due to their status as a
".Covered Entity" ora "Business Associate" under.'the,Act. (The Act, the Privacy Rule, the::S.ecurity
Rule, and the HITECH Act 'are collectively referred. to' as "HIPAA" for :the purposes of -this
Agreement.) The following .are the terms and conditions pursuant to which protected health
information ("PHI") that is provided by, or created or received by, CHC' (the "Business Associate".)-
from or on behalf of Client (the "Covered Entity"), will be handled between° GHC and the Client;
during the term of the Agreement.
1. DEFINITIONS
Terms Used. Terms used, but- not otherwise defined, in this Addendum shall have,the same
meaning as those terms in 45 CFR 160.103 and 164.501.
2. HIPAA OBLIGATIONS
(a) Permitted Uses and Disclosures of Patient Information. Each -Party shall complywith
confidentiality, medical records and/or other applicable laws -and regulations with regard
to'any and all information directly or indirectly accessed: or used by the. respective Parties
and their personnel, including:without limitation HIPAA. To the extent required by HIPAA,
the Parties agree;that:.
CHC shall use the minimum -PHI necessary only as permitted by the Privacy Rule. to
perform its services under the Agreement .or in performing, .otheradministrative
services required or requested by Clients
aset forth..in the Agreement between .the.;
Parties or as may be required by HIPAA. .CHC: may use :and disclose PHI as is
necessary for its proper management and administration of CHC's duties'under.ttie
Agreement or to fulfill any legal responsibilities of CHC.
ii. Nothing in this 8ection.2,shall limit or,restrict anyParty from' de -identifying such data:
and information so that. it is: riot individually identifiable health information or
otherwise does not constitute PHI as defined under HIPAA.
iii. With respect to PHI received by CHC under the .Agreement, in furtherance of
performing CHC services under the Agreement -and for program development, CHC
reserves the right to use such data and information for statistical evaluation and
research, provided that -the results of this statistical evaluation research will only
be disclosed in aggregate form and such disclosures will not identify Client or any
individual, unless a valid prior authorization has been received.
{b) Responsibilities of CHC. With regards to CHC's use and/or disclosure,of Client's PHI,
CHC hereby agrees to;
L Use and/or disclose PHI only as permitted :or "required .by the Agreements or as
otherwise permitted or required by applicable law..
Disclose -to its subcontractors, .agents or otherthird parties,, and request'f om Client
or Client's business associates, only the minimum PHI necessary to. perform or
fulfill a specificfunction required or permitted by the Agreement.,
iii. Use appropriate safeguards to prevent use or disclosure of PHI other than as
provided in the Agreement.-
iv.
greement:
iv. Report to Client's Privacy Officer in writing any'use-and/or disclosure.of'unsecured
PHI not provided for in the Agreements of which CHC becomes aware-as.soon as
practicable following -CHC's discovery of such -unauthorized use and/or disclosure.
V. Require any and all agents. and subcontractors that receive:or use, or have access
to, PHI under the Agreement to agree', in writing,.,to adhere tothe same restrictions -
and conditions on the -use and/or disclosure of PHI that ap,ply,to CHC pursuant to
the Agreement.
vi. To the extent practicable, mitigate any harmful effect that- is known to CHC .of a
use or disclosure of:unsecured PHI: by CHC,..or any of its agents or -subcontractors,
in violation of therequirementsof the Agreement.
vii. Document. any uses. or disclosures. of PHI and information related to such use or
disclosurethat would be required under the Privacy Rule for Client to respond to
a request by an individual for an accounting of uses or disclosures of PHI.
viii. If applicable, make. -available to Client the information required for Client.to provide,
an accounting of the: disclosures in accordance: with 45 C: F.R. §164.528, in the
time and,,.manner reasonably designated by Client.
ix. At the request of Client, provide access to PHI in a.reasonable-time And manner
designated by Client, or, as directed by the _Client, to. an individual for purposes of
accessing, inspecting or ,copying as�furth"er described. and limited in accordance
with 45 C.F.R.-§164.524.
X. At the request of Client or an individual, amend. PHI that Client reasonably directs.:
or agrees to in accordance with 45 C.F.R:. §164.526 in, a reasonable�'time and
manner designated by Client.
A. Make its internal practices, books,'and records relating to the ..use and disclosure
of PHI received from,: or created or received by CHC 'available'to: Client or to _the,
Secretary of Health and Human Services, in the time, and manner -.designated by'
2
Client or the Secretary, for purposes of determining, Client's. or CHC's compliance
with H I PAA:
xii. In addition to any other right .to terminate the. Agreement, this :Agreement will
terminate when all of'the PHI provided by Client to CHC; orcreated-or received by
CHC on behalf of Client, is destroyed or returned to Client,, or, upon -mutual written
agreement of the Parties that such return or'destruction of PHI is infeasible, CHC
will extend the protections• of this Agreement to the PHI and: limit further:use&.and
disclosures to those purposes that make -the return or destruction of information
infeasible,. for so long as CHC maintains .such PHI. In 'the .event''that CHC
reasonably believes that returning or destroying PHI is infeasible, CHC will'provide
to Client written notification of the specific conditions that make' 'return or
destruction infeasible.
:(c); Responsibilities of Client. With regard to the use and/or disclosure of,Client's PHI by
CHC, Client hereby agtee`to
provide CHC with Client's Notice of.Pdvacy .Practices; 'as.:well as any changes to
such notice if such changes affect the services provided by CHC under the
Agreement; as soon as practicable after the distribution of. such :notice to
participants; and
inform CHC of any changes in an individual's written authorization, to the: extent.
that it knows of such changes and such changes affect CMC's permitted or
required uses and disclosures., pursuant to 45 C.F.R. §164.506 and/,or §1:64.50.8.
(d) Termination for Failure -to Comply. If either Party to this..Agreement:breaches a'Material
term of this HIPAA Business Associate Addendum and.has not cured'such breach within
a reasonable amount- of time after receiving written notice from the non=breaching Party,
such cure period. not to be less. than ten (10) days, the hon=breaching Party may
immediately terminate.the Agreement;
3. MISCELLANEOUS
(a) Applicability. The provisions of this HIPAA Business Associate Addendum have been
included based on the understanding of the' Parties that they are -required by HIPAA. To
the extent.that any relevant provision of-HIPAA is.amended or interpreted in,a manner'that
changes the obligations of. the Parties that, are embodied in the terms of the Agreement,
the Parties agree to negotiate in good faith.appropriate.amendments �to the -Agreement to
give effect to such revised obligations. Notwithstanding the. above, the terms - ;of the.;
Agreement will be construed in .light' of any interpretation and/or guidance on 'HIPAA
issued from time to time by the U.S. Department of Health and Human Services,; the;
Centers for Medicare and Medicaid of the Office of Civif `Rights and any relevant court.
decisions. Any ambiguity in this _Agreement will be resolved in favor of a. meaning that
permits the Parties -to comply with HIPAA.
(b) Notices. All notices records or "reports required to be given to either party under this
Agreement will be in writing and sent by traceable: carrier to 'each_ party's;address indicated
below, or such other address- as a. party may indicate by at'.least ten (1:0:) days' prior -written
notice to the other party. Notices will be effective upon receipt.
CLIENT/COVERED ENTITY:
3
City of -Carmel.
One Civic Square
Carmel, IN 4606:32
Attn: Barbara Lamb
CHC/BUSINESS ASSOCIATE
,CHC Wellness
5:440 N Cumborl.arfd Avenue
Suite 225
Chicago, IL 6.0656
Attn: Cecil Purchase
(c) Term. This HIPAA Business Associate Addendum will continue in fulljorce and'effect for-
as- long as the Services Agreement remains in full 'force and effect unless '.it 'is .earlier
terminated, pursuant tb,:Se'c' . ti6n 2(e:)- This','HIPAA Business Associate Addendum, will
terminate uponrthe-cancellation, termination, expiration or other conclusion of.1h0,SerVi,ce8
Agreement.
'(d) Governing Law. This Agreement shall be. governed Eby and interpreted in .accordance
With the laws of the State of Indibna. Jurisdiction and venue forpny;dispute: relating. to
--this Agreement shall rest exclusively with the -state and federal -courts of 'Indiana.
IN.WITNESS ,WHEREOF, the Parties hereto have caused'this Agreement to be. signed by-
theirAuly'-authorized rep resentatiVes,'as of the Effective Date.
C _K MSIKS
UEOCIATE
c1l Pu chase, PVice President, Service and
.il u
Product Developmen
,Qate., Pa 42.,0/ 4,go
4
CLIENT/COVERED ENTITY
Ames Brainard,. Presiding
ng Officer
E)ate: A