CHC Wellness Inc./City of Carmel APPROVED, AS TO
CHC WELLNESS, INC.
5440 N. CUMBERLAND AVE, SUITE 225
CHICAGO, IL 60656 G-)
SERVICES AGREEMENT
EMPLOYER: CITY OF CARMEL
STREET ADDRESS: ONE CIVIC SQUARE
CITY: CARMEL STATE IN ZIP 46032
This agreement "Agreement is made as of Octoberl 2010 (the "Effective Date between CHC
Wellness Inc., an Illinois corporation "CHC and the City of Carmel, "CITY OF CARMEL for itself
and on behalf of and for the benefit of the Plan Sponsor's health benefit plan(s) (individually and
collectively "Client" or "CITY OF CARMEL (CHC and Client are also referred to individually as
"Party" and together as "Parties
INTRODUCTION:
Client orders and CHC agrees to provide or arrange to provide healthcare "CHC Services as selected
below, some of which are described in greater detail in Exhibit A:
HRA Health Coaching (Outbound Calling) CHC Weight Management Program
Full Venipuncture Health Coaching (Incentive Based) CHC Walking Program
Health Coaching ®E Learning Administer breath nicotine test for all
non -users of tobacco (self identified)
The Parties agree to be bound by the terms and conditions specified in this Agreement, the documents
listed below, and by any amendments to same made in writing and signed by both parties hereto, each of
which is 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.
LIST OF DOCUMENTS:
Schedule A General Terms and Conditions
Schedule B Specific Terms and Obligations of Parties
Exhibit A Health and Wellness Screening Overview
Exhibit B HIPAA Business Associate Addendum for the CHC Wellness Services Agreement
CLIENT HAS READ THIS AGREEMENT, AND EACH DOCUMENT LISTED ABOVE AND
UNDERSTANDS THAT ALL SCHEDULES AND EXHIBITS ATTACHED HERETO APPLY
FULLY TO ALL OTHER DOCUMENTS MADE A PART OF THIS AGREEMENT AND
ACKNOWLEDGES THAT IT UNDERSTANDS AND IS BOUND BY THIS AGREEMENT.
[SIGNATURE PAGE ATTACHED]
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Schedule A General Terms and Conditions
1. THE SERVICES
We offer services for wellness monitoring. The tests, services or products provided by CHC are not
intended to diagnose, treat, or cure disease. We give no warranty that any of our services will prevent
disease. All material is provided for educational purposes only and is not intended to be a substitute for
a physician's consultation. Although CHC encourages increased self awareness and self -care, we
strongly encourage the participants to consult and work with an experienced health -care practitioner.
CHC does not engage in rendering medical advice or services. Individuals with health disorders,
medical conditions, or any condition requiring medical supervision assume full responsibility for
obtaining such professional medical assistance.
A. Performance Standard CHC will perform the CHC Services in a proficient manner, and in
conforming with 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 reasonable 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.
2. FEES; BILLING; TAXES
A. Fees The Client shall pay CHC for the CHC Services indicated above. Client shall pay CHC for
the CHC Services added in writing by Client after the date hereof at CHC's then prevailing prices
for such services. The Client agrees to pay CHC a fee as described in Exhibit A for the CHC
Services indicated above. If Client fails to pay any amount due hereunder, Client, on written
demand, shall pay interest at the rate of 1.5% per month (or the maximum allowed by law if less)
on such past due amount from the due date thereof until the payment date. Client shall reimburse
CHC for any expenses incurred, including reasonable attorney fees, in collecting amounts due to
CHC hereunder for the CHC Services or any other services added by Client in writing after the
date hereof.
B. Billing CHC will bill a flat rate as described in Exhibit A to City of Carmel for the CHC Services,
as well as any additional charges specified therein. The participant will not be responsible for any
cost for the CHC Services, unless they elect to receive voluntary "additional services in which
case they will pay out of pocket for these tests. City of Carmel will not be responsible for any such
additional charges.
3. DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, OR REQUIRED BY LAW, CHC
EXPRESSLY DISCLAIMS ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING
ANY IMPLIED WARRANTIES OF MERCHANTABLIITY 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 DELIVERD
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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 RECOMMENDING SELF DIAGNOSIS OR SELF MEDICATION.
4. INTELLECTUAL PROPERTY
A. Ownership of Proprietary Rights All computer programs (other than pre packaged third -party
software) tutorials and related documentation made available, directly or indirectly, by CHC 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.
5. HIPAA COMPLIANCE
CHC and Client are required to meet the requirements of the Health Insurance Portability and
Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act,
and the regulations promulgated there under, as they may be amended from time to time (collectively,
"HIPAA CHC will only release a participant's information, results or any other component of their
file received, created, or maintained by CHC to a third -party upon receipt of a valid authorization for
such release from the participant. The Parties' obligations pursuant to HIPAA are more fully outlined
in Exhibit B of this Agreement.
6. TERM AND TERMINATION
A. Term. The term of this Agreement shall be for one year.
B. Termination. With respect to the CHC Services covered by this Agreement, Client or CHC may
terminate this Agreement at any time upon 15 days prior written notice to the other Party.
7. MISCELLANEOUS
A. Assignment. This Agreement shall not be assigned by Client without the prior written consent of
CHC or by CHC without the prior written consent of Client.
B. Inducement. Client has not been induced to enter into this Agreement by any representation or
warranty not set forth in this Agreement. This Agreement contains the entire Agreement of the parties
with respect to its subject matter. This Agreement shall not be modified except by a writing signed by
CHC and Client.
C. Non -Hire. During the term of this Agreement, Client shall not solicit the employment of any CHC
employee who has been involved in furnishing services hereunder.
D. Governing Law. The validity, enforceability, and interpretation of any provision of this Agreement
shall be determined and governed by, and construed in accordance with, the laws of the State of
Indiana without giving effect to its conflicts of law provisions.
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Schedule B Specific Terms and Obligations of the Parties
1. PRICING AND PAYMENT
CHC will bill City of Carmel for the CHC Services. CHC Services pricing information can be found
in Exhibit A. The participant will not be responsible for any cost for the Health and Wellness
Screening (each a "Wellness Solution described in Exhibit A. The only cost the participant may
incur is if 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.
2. SERVICES PROVIDED BY CHC
I. Program Overview
CHC will provide:
A. Onsite wellness screenings at multiple City of Carmel locations.
The screening will be comprehensive and provide awareness of risk factors for not only
heart disease and diabetes, but also liver and kidney function, cancers, blood count
readings and many others. Coupling this biometric data with a validated Health Risk
Assessment (HRA) will provide a fuller picture of the participant's health. Breath
nicotine tests will be administered to all participants who self report they do not use
tobacco products.
All marketing materials and sign up labor /technology will be supplied by CHC.
Every participant's results are reviewed by a practicing physician, and those participants
with any single factor or a combination of factors that give rise for a wellness concern are
contacted by one of CHC's medical directors for further consultation.
Sworn police officers and firefighters may chose to provide blood test results collected
within the last 12 months by Public Safety Medical. The data gathered will be included in
the aggregate CHC report in the same manner as the data from the onsite screening.
B. Remote screening option as an alternative for taking part in one of the on -site screenings.
C. Participants' results are available on -line, delivered in hard copy format through the mail, and
sent directly to the participant's physician if the participant provides a signed authorization to
disclose the results to his or her physician.
Individual results can be trended to help track the participant's long term health year to
year. Participants will also be provided with educational materials designed to inform
them of what their results mean and to provide follow -up outlets designed to encourage
them to take action based on their results.
D. After screening follow up programs
Follow up programs will be designed and made available based on the specific needs of
City of Carmel, upon City of Carmel's written request. The level of intensity of these
programs can be adjusted to fit seamlessly into the wellness culture.
E. The de- identified aggregate results (in accordance with the HIPAA Privacy Rule) of the screening
to evaluate the overall health of the population.
Strategic consultation services to build and follow an action plan that best suits The City
of Carmel, taking into account current plan design, needs and budgetary concerns.
It should be noted, however, that despite being de- identified, such results or reports may
contain elements of family medical history data and should not be used by Client for
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underwriting, incentive programs, or any other purposes that may violate the Genetic
Information Nondiscrimination Act of 2008 "GINA
F. The resources to monitor the CHC Services and expertise to modify the CHC Services as CHC
deems necessary.
G. Tracking of points for the administration of employee incentive program.
H. All services, procedures, materials, and communications provided by CHC will be ADA- compliant.
II. The Health and Wellness Screening (Wellness Solutions)
The Health and Wellness Screening includes the on -site biometric screening, blood pressure reading,
and weight. The specific components of the Health and Wellness Screening are set forth under each
respective "Wellness Solution as well as under "Health and Wellness Screening Overview in
Exhibit A hereto.
III. Health Risk Assessment (HRA)
The validity of a tool is as important as the tool itself. Without a valid, proven HRA, the results
coming from it mean nothing. For this reason, CHC has chosen to use the HRA developed and
maintained by the University of Michigan's Health Management Resource Center (HMRC). The
HRA is constantly evaluated and updated to be an accurate tool for reporting risk and cost. CHC has
added some clinical questions to ensure accurate biometric ranges. This HRA can be taken in paper
format or online. The HRA is available in English, Spanish and Polish.
*NOTE: City of Carmel has the option of adding up to 5 additional questions to the HRA. This
customization will allow City of Carmel to acquire any information that it deems valuable. Note,
however, depending on the content of these questions and the participants' responses, City of Carmel may
not be entitled to access the responses to these questions based on applicable federal and 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 Client. CHC assumes that Client's
intended uses of the CHC Services' results or reports are compliant with GINA, ERISA, HIPAA, and all
other applicable health privacy laws, and CHC makes no 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.
IV. Remote Screening Option:
A. The remote screening option provides an alternative screening option, in the event that a
participant is unable to attend any of the onsite screenings. Remote screening participants will
first register online and complete their HRA via CHC's secure website. Participants will then
print out all the information needed for locating and visiting a local LabCorp facility. During a
predetermined timeframe set by Client and CHC, the remote screening participants will visit their
nearest LabCorp to have their blood drawn. The biometric data gathered by LabCorp will be
combined with the participant's HRA data and transmitted electronically into CHC's system. The
data gathered for remote screening participants will be included in the aggregate CHC report in
the same manner as the data as on -site screening participants. Blood pressure readings will not be
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taken at remote lab facilities.
V. Post Screening:
A. As soon as the screening results are processed, LabCorp will contact a CHC medical director
if any participant has a test result that is dangerously out of normal range. Our medical
director will then immediately contact that participant by telephone to discuss such test
result(s).
B. Any participant with a combination of results that are of concern to our reviewing physicians,
but are not immediately dangerous, will receive a follow -up letter.
C. Participants' results will be available for their viewing at www.chcw.com approximately 2 -3
days after the screening. Each participant's results will also be mailed to their home address,
as provided to CHC on the CHC In -Take Form, approximately 2 weeks after the screening.
Client will not have access to the individual participants' results.
D. If the participant provides CHC with their personal physician's name and contact information
and authorizes the disclosure of the results to such physician, a copy of the results will be sent
directly to the physician free of charge.
E. The CHC Wellness Proactive Wellness Solution will include the high -risk intervention plan,
in which all participants with a wellness score under 80 will receive our outbound health
coaching protocol.
VI. CHC Walking Program (Purchased Separately):
A. CHC will provide the following
Assist in setting up and organizing the program
Offer training for team setup and overall use
Offer program tracking provided through the CHC Wellness web portal
Provide fitness tips and goal setting flyers on a wide range of topics provided by CHC
Provide participants online capabilities including:
o Log steps via web browser
o Ability to log and track steps, aerobic steps, calories burned and distance
o Track progress daily, weekly and monthly
o Track team progress against competing teams
VII. CHC Weight Management Program (Purchased Separately):
B. CHC will provide the following
Assist in setting up and organizing the program
Provide How -to documents to help get you started
Set -up teams or have CHC Wellness randomly select teams for you
On -site weigh -ins conducted by CHC Wellness
Utilize online tracking and reporting to view real time contest updates
Provide fitness tips and goal setting flyers
Generate result graphs to include in marketing
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Exhibit A
Health and Wellness Screening Overview
Chem Screen Profile:
Glucose Sodium Potassium
Chloride Urea Nitrogen Creatinine
BUM /Creatinine Ratio Uric Acid Phosphorus
Calcium Total Protein Albumin
Calculated Globulin A/G Ratio Total Bilirubin
Direct Bilirubin Alkaline Phosphatase GGT
AST ALT LD
Iron Carbon Dioxide
Coronary Risk Assessment:
Triglycerides Total Cholesterol HDL Cholesterol
LDL Cholesterol
Complete Blood Count:
White Blood Cells Red Blood Cells Hemoglobin
Hematocrit MCV MCH
MCHC RDW Platelet Count
Other Included Components:
Blood Pressure Onsite
participants will be weighed and Breath Nicotine Test as needed.
have their blood pressure taken.
Optional Tests
TSH: Tests for Thyroid disorder $42
PSA: Early detection of prostate cancer for Men $39
Homocysteine: Test for risk of both Heart Disease and Alzheimer's Disease Risk $54
H. Pylori: Test detects the level of stomach bacteria, H. Pylori $41
Cardio C: A very sensitive test that measures inflammation within the arteries $39
Hemoglobin Estimates the amount of glucose in an individual over the last 3 months $34
Alc:
VAP: Analysis of cholesterol subclasses which increases heart disease detection by 40- $99
90%
Blood Type: Determines your ABO blood type and Rh factor $25
Vitamin D; Test for Vitamin D deficiency $40
Testosterone: Measures the amount of male hormone androgen $42
B12 Folate: Tests B12 and Folate levels. Can cause depression,irritability, and other $42
svmntoms
Gluten Allergy: Determines gluten specific allergy $29
Colon Cancer Colon Cancer screening test to be completed in the privacy of the participants $l0
Screening home.
*Optional tests are typically paid for by participant at the time of service. Client may cover at lower negotiated rate.
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Billing Summary
Client: City of Carmel
Locations
Employee Carmel, IN 600 employees
Count:
Insurance
Carrier: TPA -BAS
Billing: The wellness screenings will be billed at a flat rate per
participant. The flat rate will be determined by which
Wellness Solution is selected by CITY OF CARMEL.
Note: CHC Wellness only bills for those employees,
spouses and dependents that participate in the wellness
program, not on a per employee basis.
CITY OF CARMEL has the option of including all employees,
spouses and dependents 18 or older, even those that are not on
CITY OF CARMEL's health plan. These participants can
simply submit their existing insurance information to participate
(ex: if they are on a spouse's insurance plan). This allows CITY
OF CARMEL to open the screening to the entire team and
assess global productivity without having to cover the cost for
participants not on the health plan.
Basic Wellness Solution $85 per
participant
Enhanced Wellness Solution $110 per
Wellness Solutions: participant
Proactive Wellness Solution $150 per
participant
*Please see the following page for detailed descriptions of
each Wellness Solution
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Wellness Solutions
Basic Wellness Solution:
Goal oriented planning session
On -site wellness screening(s)
Health Risk Assessment (HRA) validated to cost
Easy -to -read summary reporting (online hard copy)
Remote wellness screenings for satellite locations and spouses
Individualized online wellness portals for all participants
Aggregate report which analyzes present and future risks
Dedicated Account Manager who ensures that all goals are being reached before and after the screening
Custom online company portal to assist in managing a cohesive wellness program
Recommended programs that will have the largest impact on the population's prominent health issues
Enhanced Wellness Solution:
Includes all aspects of the Basic Wellness Solution
Telephonic Health Coaching
Web -based health coaching, including Instant Messaging capabilities
Web -based behavior modification courses
Discount memberships to over 2000 gyms nationwide
Proactive Wellness Solution:
Includes all aspects of Enhanced Wellness Solution
CHC Wellness High Risk Intervention Plan: Employees that receive a wellness score under 80
are considered high risk and will receive outbound health coaching protocol
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Follow -Up Program Details
E- learning (Included with Enhanced Solution and above)
Every screening participant will have unlimited access for an entire year to interactive, online
tutorials. Our library contains over 500 lessons, so there is something for everyone.
Throughout the presentation of the materials, the program checks with the participant for
comprehension. This will ensure that if the participant needs education on a subject
(controlling cholesterol levels or diabetes for example) they not only get the information, but
develop an understanding of the material.
Standard Health Coaching (Included with Enhanced Solution and above)
Unlimited inbound access for an entire year, via the phone or interne, to a Health
Coach for behavior modification, education, and referrals in the areas of:
Nutrition management Stress management
Weight management Pre /Post -natal care
Fitness and exercise Smoking cessation
Chronic condition management: (high Complementary care: (chiropractic, yoga,
cholesterol, high blood pressure, diabetes, acupuncture, massage)
etc.)
Unlimited access for an entire year to the wellness coaching portion of the website. This
includes a proprietary Online Weight Management Program, Smoking Cessation Program
and Walking Program as well as other educational information. Instant messaging with
health coaches for privacy.
Follow up surveys to determine level of engagement and behavior change including
follow -ups after 1 month, 6 months and 12 months to assess effectiveness.
Free Educational Materials as determined by the Health Coach
Discount memberships to 2000+ gyms in the nationwide Globalfit gym network
Outbound Health Coaching (Included with Proactive Solution)
Includes everything offered in the standard coaching arrangement plus the following...
Every employee that receives a wellness score under 80 will be added to the CHC Wellness
High Risk Intervention Plan. These employees will each receive the following unless they
opt out.
E -Mail primer to let the employee know to expect the outreach and why
Initial phone call to review their results and to set up an action plan
3 month follow up call to track progress and check in
6 month follow up call to track progress and check in
6 month e -mail survey assessing the program and the level of change accomplished
9 month follow up call to track progress and check in
12 month e -mail survey assessing the program and the level of change accomplished
Unlimited inbound calling /emails /instant messages for the entire year
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Additional Services and Programs Available for Purchase
Walking Program Cost
The Client shall pay CHC Wellness for the services based on the price breakdown below:
o A $10 setup charge per eligible person in the walking program.
o A $70 per participant in the walking program (includes the participant's pedometer)
The per participant fee will be reduced from $70 to $50 for any participant
that has a pedometer from a previous year participating with CHC Wellness.
A replacement pedometer can be purchased for a current participant for $40.
Weight Management Program Cost
The Client shall pay CHC Wellness for the services based on the price breakdown below:
8 Week Program
o A $1,000 setup fee will be charged per location or timeframe
o A $20 fee will be charged per participant
12 Week Program
o A $1,500 setup fee will be charged per location or timeframe
o A $25 fee will be charged per participant
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Exhibit B
HIPAA BUSINESS ASSOCIATE ADDENDUM FOR THE
CHC 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 collectively referred to herein as the
"Agreement effective as of October 1, 2010 (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 Rule the security standards adopted by the Department as they may be amended
from time to time, 45 C.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" or a "Business Associate" under the Act. (The Act, the Privacy Rule, the Security
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 CHC and the Client during the term of the Agreement.
1. DEFINITIONS
(a) 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
(b) Permitted Uses and Disclosures of Patient Information. Each Party shall comply with
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:
i. CHC shall use the minimum PHI necessary only as permitted by the Privacy Rule to
perform its services under the Agreement or in performing other administrative services
required or requested by Client as set 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 the Agreement or to fulfill
any legal responsibilities of CHC.
ii. Nothing in this Section 2 shall limit or restrict any Party from de- identifying such data
and information so that it is not 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 and 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.
(c) Responsibilities of CHC. With regards to CHC's use and /or disclosure of Client's PHI, CHC
hereby agrees to:
i. Use and /or disclose PHI only as permitted or required by the Agreements or as otherwise
permitted or required by applicable law.
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ii. Disclose to its subcontractors, agents or other third parties, and request from Client or
Client's business associates, only the minimum PHI necessary to perform or fulfill a
specific function 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. 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 to the same restrictions and
conditions on the use and /or disclosure of PHI that apply 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 the requirements of the Agreement.
vii. Document any uses or disclosures of PHI and information related to such use or
disclosure that 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 further 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.
xi. 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 Client or the
Secretary, for purposes of determining Client's or CHC's compliance with HIPAA.
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, or created 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 uses and disclosures to those
purposes that make the return or destruction of the 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.
(d) Responsibilities of Client. With regard to the use and /or disclosure of Client's PHI by CHC,
Client hereby agree to:
i. provide CHC with Client's Notice of Privacy 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
ii. inform CHC of any changes in an individual's written authorization, to the extent that it
knows of such changes and such changes affect CHC's permitted or required uses and
disclosures, pursuant to 45 C.F.R. 164.506 and /or §164.508.
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(e) 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 non 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 Civil 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 (10) days' prior written notice to the other party. Notices
will be effective upon receipt.
CLIENT /COVERED ENTITY:
City of Carmel
One Civic Square
Carmel, IN 46032
Attn: Barbara Lamb
CHC /BUSINESS ASSOCIATE:
Ron Malone
301 E. Carmel Dr. G003
Carmel, IN 46032
(c) Term. This HIPAA Business Associate Addendum will continue in full force and effect for as
long as the Services Agreement remains in full force and effect unless it is earlier terminated pursuant to
Section 2(e). This HIPAA Business Associate Addendum will terminate upon the cancellation,
termination, expiration or other conclusion of the Services Agreement.
(d) Governing Law. This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Indiana. Jurisdiction and venue for any dispute relating to this Agreement shall rest
exclusively with the state and federal courts of Indiana.
[Signatures on following page]
14
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA CHC WELLNESS, INC.
by and through its Board of Public
Works and Safety
By: By: 1 2 n
ela-so- 4:5./1.th...2...0 (yytetz-efial-144/tk-(
ames Brainard, Presiding officer Authorized Signature
Date: i_ `..Z a r A94,1,4 /4,14,,,u
1 Printed Name
Mary Ann :urke, Member
Date: 0 it ,O4J 1
1\10 Title
iI 7
Lori S, on, Me ber FID/TIN: .5 .--,2— .5 .--,2—
Date: f( f 0
SSN if Sole Proprietor:
ATTEST:
Date: l 0 °i 0
Lk/ (X 4
Tana Cordray, IAMC, t alk-Treasurer
Date: (O--,?,0--/O